SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2005
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
Commission file number 1-12431
Unity Bancorp, Inc.
(Exact Name of registrant as specified in its charter)
New Jersey |
|
22-3282551 |
(State or other jurisdiction |
|
(I.R.S. employer |
of incorporation or organization) |
|
identification no.) |
|
|
|
64 Old Highway 22, Clinton, NJ |
|
08809 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code (908) 730-7630
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act) Yes o No ý
The number of shares outstanding of each of the registrants classes of common equity stock, as of May 11, 2005: common stock, no par value: 5,822,458 shares outstanding
2
Part 1.-Consolidated Financial Information
Item 1.-Consolidated Financial Statements
|
|
(unaudited) |
|
|
|
(unaudited) |
|
|||
(in thousands) |
|
03/31/05 |
|
12/31/04 |
|
03/31/04 |
|
|||
Assets |
|
|
|
|
|
|
|
|||
Cash and due from banks |
|
$ |
11,286 |
|
$ |
12,439 |
|
$ |
9,950 |
|
Federal funds sold and interest bearing deposits |
|
17,603 |
|
10,967 |
|
35,306 |
|
|||
Securities: |
|
|
|
|
|
|
|
|||
Available for sale |
|
74,571 |
|
78,014 |
|
75,159 |
|
|||
Held to maturity (market value of $23,616, $23,786 and $12,760, respectively) |
|
23,593 |
|
23,579 |
|
12,392 |
|
|||
Total securities |
|
98,164 |
|
101,593 |
|
87,551 |
|
|||
Loans: |
|
|
|
|
|
|
|
|||
SBA held for sale |
|
8,172 |
|
7,574 |
|
7,637 |
|
|||
SBA held to maturity |
|
54,567 |
|
55,576 |
|
48,740 |
|
|||
Commercial |
|
214,730 |
|
207,771 |
|
188,707 |
|
|||
Residential mortgage |
|
59,769 |
|
60,240 |
|
48,862 |
|
|||
Consumer |
|
43,934 |
|
42,419 |
|
37,561 |
|
|||
Total loans |
|
381,172 |
|
373,580 |
|
331,507 |
|
|||
Less: Allowance for loan losses |
|
5,942 |
|
5,856 |
|
5,466 |
|
|||
Net loans |
|
375,230 |
|
367,724 |
|
326,041 |
|
|||
Premises and equipment, net |
|
9,191 |
|
7,439 |
|
6,764 |
|
|||
Accrued interest receivable |
|
2,600 |
|
2,493 |
|
2,340 |
|
|||
Loan servicing asset |
|
2,065 |
|
2,018 |
|
1,320 |
|
|||
Bank owned life insurance |
|
5,047 |
|
5,000 |
|
|
|
|||
Other assets |
|
4,656 |
|
5,744 |
|
3,989 |
|
|||
Total assets |
|
$ |
525,842 |
|
$ |
515,417 |
|
$ |
473,261 |
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|||
Liabilities: |
|
|
|
|
|
|
|
|||
Deposits |
|
|
|
|
|
|
|
|||
Non-interest bearing demand deposits |
|
$ |
77,800 |
|
$ |
83,839 |
|
$ |
86,781 |
|
Interest bearing checking |
|
154,074 |
|
164,426 |
|
190,247 |
|
|||
Savings deposits |
|
112,847 |
|
79,557 |
|
37,748 |
|
|||
Time deposits, under $100,000 |
|
72,435 |
|
73,399 |
|
64,813 |
|
|||
Time deposits, $100,000 and over |
|
30,634 |
|
32,677 |
|
29,741 |
|
|||
Total deposits |
|
447,790 |
|
433,898 |
|
409,330 |
|
|||
Borrowed funds |
|
30,000 |
|
35,000 |
|
20,000 |
|
|||
Subordinated debentures |
|
9,279 |
|
9,279 |
|
9,279 |
|
|||
Accrued interest payable |
|
165 |
|
176 |
|
178 |
|
|||
Accrued expense and other liabilities |
|
2,202 |
|
1,196 |
|
2,004 |
|
|||
Total liabilities |
|
$ |
489,436 |
|
$ |
479,549 |
|
$ |
440,791 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|||
Shareholders equity |
|
|
|
|
|
|
|
|||
Common stock, no par value, 12,500 shares authorized |
|
34,101 |
|
34,025 |
|
32,237 |
|
|||
Retained earnings |
|
3,403 |
|
2,327 |
|
229 |
|
|||
Accumulated other comprehensive (loss) income |
|
(1,098 |
) |
(484 |
) |
4 |
|
|||
Total Shareholders Equity |
|
$ |
36,406 |
|
$ |
35,868 |
|
32,470 |
|
|
Total Liabilities and Shareholders Equity |
|
$ |
525,842 |
|
$ |
515,417 |
|
$ |
473,261 |
|
|
|
|
|
|
|
|
|
|||
Issued common shares |
|
5,817 |
|
5,778 |
|
5,747 |
|
|||
Outstanding common shares |
|
5,817 |
|
5,778 |
|
5,747 |
|
See Accompanying Notes to the Consolidated Financial Statements
3
Unity Bancorp
Consolidated Statements of Income
(unaudited)
|
|
For the
three months ended |
|
||||
(in thousands, except per share amounts) |
|
2005 |
|
2004 |
|
||
Interest income: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Federal funds sold and interest on deposits |
|
$ |
62 |
|
$ |
32 |
|
Securities: |
|
|
|
|
|
||
Available for sale |
|
796 |
|
757 |
|
||
Held to maturity |
|
274 |
|
177 |
|
||
Total securities |
|
1,070 |
|
934 |
|
||
Loans: |
|
|
|
|
|
||
SBA loans |
|
1,359 |
|
1,019 |
|
||
Commercial loans |
|
3,638 |
|
3,096 |
|
||
Residential mortgage loans |
|
802 |
|
703 |
|
||
Consumer loans |
|
592 |
|
442 |
|
||
Total loan interest income |
|
6,391 |
|
5,260 |
|
||
Total interest income |
|
7,523 |
|
6,226 |
|
||
Interest expense: |
|
|
|
|
|
||
Interest bearing demand deposits |
|
611 |
|
630 |
|
||
Savings deposits |
|
460 |
|
107 |
|
||
Time deposits |
|
763 |
|
618 |
|
||
Borrowed funds and subordinated debentures |
|
424 |
|
253 |
|
||
Total interest expense |
|
2,258 |
|
1,608 |
|
||
Net interest income |
|
5,265 |
|
4,618 |
|
||
Provision for loan losses |
|
300 |
|
250 |
|
||
Net interest income after provision for loan losses |
|
4,965 |
|
4,368 |
|
||
Non-interest Income: |
|
|
|
|
|
||
Service charges on deposit accounts |
|
430 |
|
406 |
|
||
Service and loan fee income |
|
536 |
|
471 |
|
||
Gain on sales of SBA loans, net |
|
460 |
|
738 |
|
||
Net security gains |
|
53 |
|
53 |
|
||
Bank owned life insurance |
|
47 |
|
|
|
||
Other income |
|
265 |
|
213 |
|
||
Total non-interest income |
|
1,791 |
|
1,881 |
|
||
Non-interest expense: |
|
|
|
|
|
||
Compensation and benefits |
|
2,397 |
|
2,239 |
|
||
Occupancy |
|
593 |
|
529 |
|
||
Processing and communications |
|
466 |
|
474 |
|
||
Furniture and equipment |
|
329 |
|
263 |
|
||
Professional fees |
|
109 |
|
231 |
|
||
Loan servicing costs |
|
177 |
|
180 |
|
||
Advertising |
|
185 |
|
144 |
|
||
Deposit insurance |
|
15 |
|
15 |
|
||
Other expenses |
|
377 |
|
328 |
|
||
Total non-interest expense |
|
4,648 |
|
4,403 |
|
||
Net income before provision for income taxes |
|
2,108 |
|
1,846 |
|
||
Provision for income taxes |
|
798 |
|
652 |
|
||
Net income |
|
$ |
1,310 |
|
$ |
1,194 |
|
|
|
|
|
|
|
||
Net income per common share - Basic |
|
$ |
0.23 |
|
$ |
0.21 |
|
Net income per common share - Diluted |
|
0.21 |
|
0.20 |
|
||
Weighted average shares outstanding Basic |
|
5,789 |
|
5,735 |
|
||
Weighted average shares outstanding Diluted |
|
6,116 |
|
6,035 |
|
See Accompanying Notes to the Consolidated Financial Statements
4
Unity Bancorp, Inc
Consolidated Statements of Changes in Shareholders Equity
For the three months ended March 31, 2005 and 2004
(unaudited)
(In thousands) |
|
Outstanding |
|
Common |
|
Retained |
|
Accumulated |
|
Total |
|
||||
Balance, December 31, 2003 |
|
5,686 |
|
$ |
31,989 |
|
$ |
(746 |
) |
$ |
(481 |
) |
$ |
30,762 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
|
|
|
|
1,194 |
|
|
|
1,194 |
|
||||
Unrealized holding gains on securities arising during the period, net of tax of $370 |
|
|
|
|
|
|
|
517 |
|
|
|
||||
Less: reclassification adjustment for gains included in net income, net of tax of $21 |
|
|
|
|
|
|
|
32 |
|
|
|
||||
Net unrealized holding gain on securities arising during the period, net of tax $349 |
|
|
|
|
|
|
|
485 |
|
485 |
|
||||
Total comprehensive income |
|
|
|
|
|
|
|
|
|
1,679 |
|
||||
Cash dividend on common stock $.04 per share |
|
|
|
|
|
(219 |
) |
|
|
(219 |
) |
||||
Stock options exercised |
|
61 |
|
248 |
|
|
|
|
|
248 |
|
||||
Balance, March 31, 2004 |
|
5,747 |
|
$ |
32,237 |
|
$ |
229 |
|
$ |
4 |
|
$ |
32,470 |
|
(In thousands) |
|
Outstanding |
|
Common |
|
Retained |
|
Accumulated |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, December 31, 2004 |
|
5,778 |
|
$ |
34,025 |
|
$ |
2,327 |
|
$ |
(484 |
) |
$ |
35,868 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income |
|
|
|
|
|
1,310 |
|
|
|
1,310 |
|
||||
Unrealized holding gains on securities arising during the period, net of tax benefit of $356 |
|
|
|
|
|
|
|
(582 |
) |
|
|
||||
Less: reclassification adjustment for gains included in net income, net of tax of $21 |
|
|
|
|
|
|
|
32 |
|
|
|
||||
Net unrealized holding gain on securities arising during the period, net of tax benefit of $377 |
|
|
|
|
|
|
|
(614 |
) |
(614 |
) |
||||
Total comprehensive income |
|
|
|
|
|
|
|
|
|
696 |
|
||||
Cash dividend declared on common stock $.04 per share |
|
|
|
|
|
(234 |
) |
|
|
(234 |
) |
||||
Stock options exercised |
|
39 |
|
76 |
|
|
|
|
|
76 |
|
||||
Balance, March 31, 2005 |
|
5,817 |
|
$ |
34,101 |
|
$ |
3,403 |
|
$ |
(1,098 |
) |
$ |
36,406 |
|
See Accompanying Notes to the Consolidated Financial Statements.
5
Unity Bancorp, Inc
Consolidated Statements of Cash Flows
(unaudited)
|
|
For the three months ended |
|
||||
(In thousands) |
|
2005 |
|
2004 |
|
||
Operating activities: |
|
|
|
|
|
||
Net income |
|
$ |
1,310 |
|
$ |
1,194 |
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
||
Provision for loan losses |
|
300 |
|
250 |
|
||
Depreciation and amortization |
|
354 |
|
305 |
|
||
Net gain on sale of securities |
|
(53 |
) |
(53 |
) |
||
Gain on sale of SBA loans held for sale |
|
(460 |
) |
(738 |
) |
||
Origination of SBA loans held for sale |
|
(6,104 |
) |
(1,256 |
) |
||
Proceeds from the sale of SBA loans |
|
5,966 |
|
8,371 |
|
||
Net change in other assets and liabilities |
|
890 |
|
16 |
|
||
Net cash provided by operating activities |
|
2,203 |
|
8,089 |
|
||
Investing activities: |
|
|
|
|
|
||
Purchases of securities held to maturity |
|
(2,195 |
) |
|
|
||
Purchases of securities available for sale |
|
(298 |
) |
(7,325 |
) |
||
Maturities and principal payments on securities held to maturity |
|
2,167 |
|
667 |
|
||
Maturities and principal payments on securities available for sale |
|
2,627 |
|
5,618 |
|
||
Proceeds from sale of securities available for sale |
|
148 |
|
6,652 |
|
||
Proceeds from the sale of other real estate owned |
|
345 |
|
|
|
||
Net (increase) decrease in loans |
|
(7,497 |
) |
1,683 |
|
||
Purchases of premises and equipment |
|
(754 |
) |
(978 |
) |
||
Net cash (used in) provided by investing activities |
|
(5,457 |
) |
6,317 |
|
||
Financing activities: |
|
|
|
|
|
||
Net increase (decrease) in deposits |
|
13,892 |
|
(5,652 |
) |
||
Net (decrease) increase in borrowings |
|
(5,000 |
) |
10,000 |
|
||
Proceeds from the issuance of common stock |
|
76 |
|
248 |
|
||
Dividends paid |
|
(231 |
) |
(161 |
) |
||
Net cash provided by financing activities |
|
8,737 |
|
4,435 |
|
||
Increase in cash and cash equivalents |
|
5,483 |
|
18,841 |
|
||
Cash and cash equivalents at beginning of year |
|
23,406 |
|
26,415 |
|
||
Cash and cash equivalents at end of period |
|
$ |
28,889 |
|
$ |
45,256 |
|
Supplemental disclosures: |
|
|
|
|
|
||
Cash: |
|
|
|
|
|
||
Interest paid |
|
$ |
2,269 |
|
$ |
1,615 |
|
Income taxes paid |
|
|
|
930 |
|
||
Non-Cash investing activities: |
|
|
|
|
|
||
Transfer of loan to Other Real Estate Owned |
|
198 |
|
59 |
|
See Accompanying Notes to the Consolidated Financial Statements.
6
Unity Bancorp, Inc
Notes to the Consolidated Financial Statements (Unaudited)
March 31, 2005
NOTE 1. Summary of Significant Accounting Policies
The accompanying consolidated financial statements include the accounts of Unity Bancorp, Inc. (the Parent Company) and its wholly-owned subsidiaries, Unity (NJ) Statutory Trust I and Unity Bank (the Bank, or when consolidated with the Parent Company, the Company), and reflect all adjustments and disclosures which are, in the opinion of management, necessary for a fair presentation of interim results. Unity Investment Services, Inc. a wholly-owned subsidiary of the Bank, is used to hold part of the Banks investment portfolio. All significant inter-company balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The financial information has been prepared in accordance with accounting principles generally accepted in the United States of America and has not been audited. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the statements of financial condition and revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses. Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions in the market. The interim unaudited consolidated financial statements included herein have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission (SEC). The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results which may be expected for the entire year. As used in this Form 10-Q, we and us and our refer to Unity Bancorp, Inc. and its consolidated subsidiaries, Unity Bank and Unity (NJ) Statutory Trust I, depending on the context. Interim financial statements should be read in conjunction with the Companys consolidated financial statements and notes thereto for the year ended December 31, 2004, included in the Companys Annual Report on Form 10-K for the year ended December 31, 2004.
Stock Based Compensation
The Company applies Accounting Principles Board Opinion 25 and related Interpretations in accounting for its Option Plans. No stock-based compensation cost is reflected in net income, as all options granted under those plans have an exercise price equal to the market value of their underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation as amended, to stock based compensation.
Proforma
|
|
Three months ended March 31, |
|
||||
(In thousands, except per share data) |
|
2005 |
|
2004 |
|
||
Net income to common shareholders as reported: |
|
|
|
|
|
||
As reported |
|
$ |
1,310 |
|
$ |
1,194 |
|
Pro forma |
|
1,294 |
|
1,148 |
|
||
Income per share: |
|
|
|
|
|
||
Basic as reported |
|
$ |
0.23 |
|
$ |
0.21 |
|
Basic Pro forma |
|
0.22 |
|
0.20 |
|
||
Diluted as reported |
|
0.21 |
|
0.20 |
|
||
Diluted Pro forma |
|
0.21 |
|
0.19 |
|
7
NOTE 2. Litigation
On February 20, 2003, the Bank was named as a defendant in a lawsuit initiated by Commerce Bank, N.A. and Commerce Bank/Shore, N.A. in the Superior Court of New Jersey, Essex County alleging that the Bank, as payor of certain checks written against certain deposit accounts held at the Bank, improperly refused to honor approximately $4,000,000 of checks. Commerce Bank, N.A. and Commerce Bank/Shore, N.A. have petitioned the Superior Court of New Jersey, Essex County for compensatory and consequential damages of $4,028,584, interest, attorneys fees and costs of suit. On March 12, 2004, the aforesaid Court granted Commerce Bank, N.A. partial summary judgment in the amount of $1,800,000 of its aforesaid claim. Although the Bank has reviewed the relevant circumstances and believes it acted properly, on March 28, 2005, the Bank agreed to settle the lawsuit with Commerce Bank and the other party to the litigation. The settlement will be paid primarily out of a deposit account the Bank has been holding to satisfy any liability, and as such, the settlement will not have an impact on the financial conditions or results of operations of the Company.
During the third quarter of 2004, the Company entered into a settlement agreement with its former Chairman Robert J. Van Volkenburgh thereby settling the pending litigation initiated by Mr. Van Volkenburgh. Effective immediately upon the execution of the agreement, the parties exchanged general releases and dismissed the litigation with prejudice. The Companys payment of the settlement amount called for by the settlement agreement requires the approval of the Federal Deposit Insurance Corporation (FDIC) under applicable regulations. If the FDIC approves the settlement agreement, the Company will pay $275 thousand, net of insurance proceeds. The charge for such settlement agreement, recognized in the third quarter of 2004, reduced net income by approximately $165 thousand after tax or $0.03 per diluted share.
From time to time, the Company is subject to other legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the business, financial condition, or the results of the operation of the Company.
NOTE 3. Earnings per share
The following is a reconciliation of the calculation of basic and diluted earnings per share. Basic net income per common share is calculated by dividing net income to common shareholders by the weighted average common shares outstanding during the reporting period. Diluted net income per common share is computed similarly to that of basic net income per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, principally stock options, were issued during the reporting period utilizing the Treasury stock method.
|
|
Three months ended March 31, |
|
||||
(In thousands, except per share data) |
|
2005 |
|
2004 |
|
||
Net income to common shareholders |
|
$ |
1,310 |
|
$ |
1,194 |
|
Basic weighted-average common shares outstanding |
|
5,789 |
|
5,735 |
|
||
Plus: Common stock equivalents |
|
327 |
|
300 |
|
||
Diluted weighted - average common shares outstanding |
|
6,116 |
|
6,035 |
|
||
Net income per common share: |
|
|
|
|
|
||
Basic |
|
$ |
0.23 |
|
$ |
0.21 |
|
Diluted |
|
0.21 |
|
0.20 |
|
||
Return on average assets |
|
1.03 |
% |
1.04 |
% |
||
Return on average common equity |
|
14.63 |
% |
15.32 |
% |
||
Efficiency ratio* |
|
66.37 |
% |
68.31 |
% |
* Non-interest expense divided by net interest income plus non-interest income less securities gains
8
NOTE 4. Recent accounting pronouncements
On April 14, 2005 the Securities and Exchange Commission amended the compliance dates for the Financial Accounting Standard Boards Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (Statement No. 123R). The Commissions new rule allows companies to implement Statement No. 123R at the beginning of the next fiscal year, instead of the next reporting period, that begins after June 15, 2005, or December 15, 2005 for small business issuers. The Commissions new rule does not change the accounting required by Statement No. 123R; it changes only the dates for compliance with the standard. The Company has evaluated the impact of implementation of Statement No. 123R and does not believe that it will be material.
NOTE 5. Subsequent Events
On April 8, 2005, the Company sold the $1.0 million asset-backed security, which the Company had classified as an impaired asset. The security was sold for $600 thousand and $24 thousand of the charged off impairment was recovered. Through March 31, 2005, the Company continued to receive payments on this bond; however, the bond was rated Caa1 by Moodys and if the default rates on the underlying collateral continued to deteriorate the future market value could be impaired. As of March 31, 2005, the Company had recognized an impairment of $426 thousand on the security.
9
Managements Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the 2004 consolidated audited financial statements and notes thereto. When necessary, reclassifications have been made to prior period data throughout the following discussion and analysis for purposes of comparability. This Quarterly Report on Form 10-Q contains certain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which may be identified by the use of such words as believe, expect, anticipate, should, planned, estimated and potential. Examples of forward looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Unity Bancorp, Inc. that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include: changes in general, economic, and market conditions, legislative and regulatory conditions, or the development of an interest rate environment that adversely affects Unity Bancorp, Inc.s interest rate spread or other income anticipated from operations and investments.
Overview
Unity Bancorp, Inc. (the Parent Company) is incorporated in New Jersey and is a bank holding company under the Bank Holding Company Act of 1956, as amended. Its wholly-owned subsidiary, Unity Bank (the Bank or, when consolidated with the Parent Company, the Company) was granted a charter by the New Jersey Department of Banking and Insurance and commenced operations on March 13, 1991. The Bank provides a full range of commercial and retail banking services through 13 branch offices located in Hunterdon, Somerset, Middlesex, and Union counties in New Jersey. These services include the acceptance of demand, savings, and time deposits and the extension of consumer, real estate, Small Business Administration and other commercial credits. Unity Investment Services, Inc., a wholly-owned subsidiary of the Bank, is used to hold part of the Banks investment portfolio.
Unity (NJ) Statutory Trust I is a statutory Business Trust and wholly-owned subsidiary of Unity Bancorp, Inc. On September 26, 2002, the trust issued $9.0 million of capital securities to investors. These floating rate securities are treated as subordinated debentures on the financial statements. However, they qualify as Tier I Capital for regulatory capital compliance purposes. In accordance with Financial Accounting Interpretation No. 46, Consolidation of Variable Interest Entities, as revised December 2003, the Company does not consolidate the accounts and related activity of Unity (NJ) Statutory Trust I.
Earnings Summary
Net income for the three months ended March 31, 2005 was $1.3 million, an increase of $116 thousand or 9.7 percent, compared to net income of $1.2 million for the same period in 2004. This was the result of increased net interest income offset in part by a higher provision for loan losses, reduced non-interest income and higher operating expenses.
Quarterly performance highlights include:
Earnings per basic common share increased to $0.23 for the first quarter of 2005 compared to $0.21 for the same period in 2004.
Earnings per diluted common share increased to $0.21 for the first quarter of 2005 compared to $0.20 for the same period a year ago.
Return on average assets remained stable at 1.03 percent and 1.04 percent for the quarters ended March 31, 2005 and 2004, respectively.
Return on average common equity equaled 14.63 percent and 15.32 percent for the quarters ended March 31, 2005 and 2004, respectively.
The efficiency ratio improved to 66.37 percent for the first quarter of 2005 compared to 68.31 percent for the same period a year ago.
Over the past twelve months, the Federal Reserve has raised short-term interest rates seven times for a total of 175 basis points. During this period the Federal Funds rate has increased from 1.0 percent to 2.75 percent while the Prime-lending rate increased from 4.0 percent to 5.75 percent. Rising rates positively impact a Banks performance when variable rate earning assets such as Prime based commercial loans re-price at a higher rate; however, a higher interest rate environment also puts pressure on a Banks cost of funds as its deposit and borrowing costs rise.
The higher average interest rate environment during the first quarter of 2005 was advantageous as seen in the growth of net interest income and the improvement in the net interest margin. Net interest income, our largest component of operating income, increased $647 thousand or 14 percent to $5.3 million for the three months ended March 31, 2005 compared to the same period in 2004. This increase was the result of a $53.2 million increase in average earning assets combined with a stable net interest margin
10
and spread. Net interest margin (net interest income as a percentage of average interest earning assets) increased 5 basis points to 4.30 percent for the current quarter compared to 4.25 percent for the same period a year ago. Over the same period, net interest spread, the difference between the rate earned on average interest-earning assets and the rate paid on average interest-bearing liabilities, increased 4 basis points to 3.92 percent from 3.88 percent a year ago.
Non-interest income decreased $90 thousand or 4.8 percent to $1.79 million for the three months ended March 31, 2005 compared to $1.88 million for the three months ended March 31, 2004. This decline was due primarily to lower levels of gains on the sale of SBA loans, partially offset by increased service and loan fee income, service charges on deposits and income on bank owned life insurance.
Non-interest expense was $4.65 million for the three months ended March 31, 2005, an increase of $245 thousand or 5.6 percent compared to $4.40 million for the same period a year ago. The increase was due primarily to increases in compensation and benefits, occupancy expense, furniture and equipment and advertising expense.
During the first quarter of 2005, the Company recorded income tax expense of $798 thousand compared to $652 thousand for the same period a year ago. The current 2005 tax provision represents an effective tax rate of approximately 38.0 percent as compared to 35.0 percent for 2004.
Net Interest Income
Tax-equivalent interest income totaled $7.54 million for the three months ended March 31, 2005, an increase of $1.28 million or 20 percent, compared to $6.25 million a year ago. Of the $1.28 million increase in interest income, $799 thousand is attributable to an increase in the volume of earning assets, while $483 thousand is attributable to an increase in the yield on earning assets. The average volume of earning assets increased $53.2 million to $490.5 million at March 31, 2005 compared to $437.3 million at March 31, 2004. This was due to a $45.1 million increase in average total loans plus a $10 million increase in average total securities, partially offset by a $2.0 million decline in federal funds sold and interest bearing deposits. The impact of the higher interest rate environment in the first quarter of 2005 is evident in the rates earned on variable rate instruments such as SBA loans, commercial loans and consumer home equity lines of credit, as well as federal funds sold and interest bearing deposits. Key interest rate increases during the quarter included:
Federal funds sold and interest bearing deposits earned 2.43 percent for the three months ended March 31, 2005, an increase of 138 basis points compared to 1.05 percent for the same period a year ago.
SBA loans earned 8.37 percent during the quarter, an increase of 181 basis points over the comparable quarter in 2004, due to the quarterly re-pricing of these loans with changes in the Prime rate.
Consumer loans earned 5.65 percent for the three months ended March 31, 2005, an increase of 79 basis points compared to 4.86 percent for the same period a year ago due to the re-pricing of Prime based home equity products.
Commercial loans earned 6.95 percent for the quarter, an increase of 28 basis points over the comparable quarter in 2004.
The higher interest rate environment also increased interest expense and the cost of funds. Total interest expense was $2.26 million for the three months ended March 31, 2005, an increase of $650 thousand or 40.4 percent, compared to $1.61 million for the same period a year ago. Of the $650 thousand increase in interest expense, $376 thousand is related to an increase in average interest-bearing liabilities while $274 thousand is due to an increase in the cost of funds. Over the past twelve months, average interest bearing liabilities increased $54 million as average interest bearing deposits increased $37 million and borrowed funds and subordinated debentures increased $17 million. Total interest-bearing deposits were $360.7 million on average, an increase of $37.0 million or 11.4 percent compared to $323.7 million from the same period a year ago. The increase in average interest-bearing deposits was as a result of increases in the savings and time deposit categories, partially offset by a decline in interest-bearing checking accounts. Average borrowed funds increased $17 million to $40.1 million as of March 31, 2005 due to the addition of a $10 million repurchase agreement at 2.78 percent during the first quarter of 2004 and a $10 million FHLB advance at 2.95 percent during the fourth quarter of 2004. The rate paid on interest bearing liabilities increased 42 basis points to 2.28 percent for the three months ended March 31, 2005 from 1.86 percent in the same period in 2004. The cost of interest bearing deposits increased 38 basis points to 2.06 percent as the rates paid on all deposit products increased.
Tax-equivalent net interest income increased $632 thousand to $5.28 million for the quarter ended March 31, 2005 compared to $4.65 million for the same period a year ago. Net interest margin widened 5 basis points to 4.30 percent compared to 4.25 percent for the same period a year ago. The widened net interest margin was primarily the result of a higher volume of loans and securities and a higher interest rate environment. The net interest spread was 3.92 percent for the three months ended March 31, 2005 compared to 3.88 percent for the same period a year ago.
11
Unity Bancorp, Inc.
Consolidated Average Balance Sheets with resultant Interest and Rates
(unaudited)
(Tax-equivalent basis, dollars in thousands)
|
|
Three Months Ended |
|
||||||||||||||||
|
|
March 31, 2005 |
|
March 31, 2004 |
|
||||||||||||||
|
|
Balance |
|
Interest |
|
Rate/ |
|
Balance |
|
Interest |
|
Rate/ |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal funds sold and interest-bearing deposits with banks |
|
$ |
10,331 |
|
$ |
62 |
|
2.43 |
% |
$ |
12,287 |
|
$ |
32 |
|
1.05 |
% |
||
Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Available for sale |
|
76,926 |
|
809 |
|
4.21 |
|
77,256 |
|
785 |
|
4.06 |
|
||||||
Held to maturity |
|
23,088 |
|
274 |
|
4.75 |
|
12,751 |
|
177 |
|
5.55 |
|
||||||
Total securities |
|
100,014 |
|
1,083 |
|
4.33 |
|
90,007 |
|
962 |
|
4.28 |
|
||||||
Loans, net of unearned discount: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SBA loans |
|
64,966 |
|
1,359 |
|
8.37 |
|
62,115 |
|
1,019 |
|
6.56 |
|
||||||
Commercial |
|
212,343 |
|
3,638 |
|
6.95 |
|
186,562 |
|
3,096 |
|
6.67 |
|
||||||
Residential Mortgages |
|
60,361 |
|
802 |
|
5.31 |
|
49,787 |
|
703 |
|
5.65 |
|
||||||
Consumer |
|
42,482 |
|
592 |
|
5.65 |
|
36,568 |
|
442 |
|
4.86 |
|
||||||
Total loans |
|
380,152 |
|
6,391 |
|
6.79 |
|
335,032 |
|
5,260 |
|
6.30 |
|
||||||
Total interest-earning assets |
|
490,497 |
|
7,536 |
|
6.20 |
|
437,326 |
|
6,254 |
|
5.74 |
|
||||||
Noninterest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and due from banks |
|
10,748 |
|
|
|
|
|
14,125 |
|
|
|
|
|
||||||
Allowance for loan losses |
|
(6,047 |
) |
|
|
|
|
(5,510 |
) |
|
|
|
|
||||||
Other assets |
|
22,742 |
|
|
|
|
|
14,163 |
|
|
|
|
|
||||||
Total noninterest-earning assets |
|
27,443 |
|
|
|
|
|
22,778 |
|
|
|
|
|
||||||
Total Assets |
|
$ |
517,940 |
|
|
|
|
|
$ |
460,104 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing checking |
|
$ |
160,991 |
|
611 |
|
1.54 |
|
$ |
188,999 |
|
630 |
|
1.34 |
|
||||
Savings deposits |
|
91,294 |
|
460 |
|
2.04 |
|
38,489 |
|
107 |
|
1.12 |
|
||||||
Time deposits |
|
108,374 |
|
763 |
|
2.86 |
|
96,213 |
|
618 |
|
2.58 |
|
||||||
Total interest-bearing deposits |
|
360,659 |
|
1,834 |
|
2.06 |
|
323,701 |
|
1,355 |
|
1.68 |
|
||||||
Borrowed funds and subordinated debentures |
|
40,139 |
|
424 |
|
4.28 |
|
23,112 |
|
253 |
|
4.40 |
|
||||||
Total interest-bearing liabilities |
|
400,798 |
|
2,258 |
|
2.28 |
|
346,813 |
|
1,608 |
|
1.86 |
|
||||||
Noninterest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Demand deposits |
|
78,852 |
|
|
|
|
|
79,834 |
|
|
|
|
|
||||||
Other liabilities |
|
1,976 |
|
|
|
|
|
2,118 |
|
|
|
|
|
||||||
Total noninterest-bearing liabilities |
|
80,828 |
|
|
|
|
|
81,952 |
|
|
|
|
|
||||||
Shareholders equity |
|
36,314 |
|
|
|
|
|
31,339 |
|
|
|
|
|
||||||
Total Liabilities and Shareholders Equity |
|
$ |
517,940 |
|
|
|
|
|
$ |
460,104 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net interest spread |
|
|
|
5,278 |
|
3.92 |
% |
|
|
4,646 |
|
3.88 |
% |
||||||
Tax-equivalent basis adjustment |
|
|
|
(13 |
) |
|
|
|
|
(28 |
) |
|
|
||||||
Net interest income |
|
|
|
$ |
5,265 |
|
|
|
|
|
$ |
4,618 |
|
|
|
||||
Net interest margin |
|
|
|
|
|
4.30 |
% |
|
|
|
|
4.25 |
% |
||||||
12
The rate volume table below presents an analysis of the impact on interest income and expense resulting from changes in average volume and rates over the periods presented. Changes that are not due to volume or rate variances have been allocated proportionally to both, based on their relative absolute values. Amounts have been computed on a full tax-equivalent basis, assuming a federal income tax rate of 34.0 percent.
Rate Volume Table
|
|
Three
months ended March 31, 2005 |
|
||||||||
|
|
Due to change in: |
|
|
|
||||||
|
|
Volume |
|
Rate |
|
Total |
|
||||
Interest Income |
|
|
|
|
|
|
|
||||
Commercial |
|
$ |
416 |
|
$ |
126 |
|
$ |
542 |
|
|
SBA |
|
49 |
|
291 |
|
340 |
|
||||
Residential mortgage |
|
143 |
|
(44 |
) |
99 |
|
||||
Consumer |
|
75 |
|
75 |
|
150 |
|
||||
Total Loans |
|
683 |
|
448 |
|
1,131 |
|
||||
|
|
|
|
|
|
|
|
||||
Available for sale securities |
|
(3 |
) |
27 |
|
24 |
|
||||
Held to maturity securities |
|
125 |
|
(28 |
) |
97 |
|
||||
Federal funds sold and interest bearing deposits |
|
(6 |
) |
36 |
|
30 |
|
||||
Total interest earning assets |
|
$ |
799 |
|
$ |
483 |
|
$ |
1,282 |
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense |
|
|
|
|
|
|
|
||||
Interest bearing checking |
|
$ |
(102 |
) |
$ |
83 |
|
$ |
(19 |
) |
|
Savings deposits |
|
222 |
|
131 |
|
353 |
|
||||
Time deposits |
|
78 |
|
67 |
|
145 |
|
||||
Total Interest Bearing Deposits |
|
198 |
|
281 |
|
479 |
|
||||
Borrowings |
|
178 |
|
(7 |
) |
171 |
|
||||
Total interest-bearing liabilities |
|
376 |
|
274 |
|
650 |
|
||||
Tax equivalent net interest income |
|
$ |
423 |
|
$ |
209 |
|
$ |
632 |
|
|
Tax equivalent adjustment |
|
|
|
|
|
15 |
|
||||
Increase in net interest income |
|
|
|
|
|
$ |
647 |
|
|||
Provision for Loan Losses
The provision for loan losses was $300 thousand for the three months ended March 31, 2005, an increase of $50 thousand, compared to $250 thousand for the same period a year ago. The increase from a year ago was primarily attributable to the $45.1 million increase in average loans during the period. The provision is based on managements assessment of the adequacy of the allowance for loan losses, described under the caption Financial Condition-Allowance for Loan Losses. The current provision is considered appropriate under the assessment of the adequacy of the allowance for loan losses.
Non-Interest Income
Non-interest income consists of service charges on deposits, loan and servicing fees, net gains on sales of securities and loans and other income. Non-interest income was $1.79 million for the three months ended March 31, 2005, a decrease of $90 thousand compared with 2004. The components of non-interest income are as follows:
|
|
Three months ended March, 31 |
|
||||||
(In thousands) |
|
2005 |
|
2004 |
|
Percent |
|
||
Deposit service charges |
|
$ |
430 |
|
$ |
406 |
|
5.9 |
% |
Loan and servicing fees |
|
536 |
|
471 |
|
13.8 |
|
||
Net gains on SBA loan sales |
|
460 |
|
738 |
|
(37.7 |
) |
||
Net security gains |
|
53 |
|
53 |
|
|
|
||
Bank owned life insurance |
|
47 |
|
|
|
NM |
|
||
Other income |
|
265 |
|
213 |
|
24.4 |
|
||
Total non-interest income |
|
$ |
1,791 |
|
$ |
1,881 |
|
(4.8 |
)% |
NM = Not meaningful
13
Deposit service charges increased $24 thousand, or 5.9 percent, for the three months ended March 31, 2005, compared to the same period a year ago as a result of the implementation of an overdraft privilege program and a larger deposit base.
Loan and servicing fees increased $65 thousand, or 13.8 percent, for the three months ended March 31, 2005, compared to the same period a year ago due to the volume of new loans being originated and an increase in prepayment penalties on commercial loans.
Net gains on SBA loan sales declined $278 thousand or 37.7 percent for the quarter, compared to the same period a year ago, as a result of lower sales volume. SBA loan sales, all without recourse, totaled $5.5 million for the three months ended March 31, 2005, compared to $7.6 million for the three months ended March 31, 2004.
Net security gains were flat at $53 thousand for the three months ended March 31, 2005 and 2004.
During the fourth quarter of 2004, the Company invested $5 million in bank owned life insurance (BOLI). BOLI income from this investment totaled $47 thousand for the three months ended March 31, 2005.
Other non-interest income increased $52 thousand to $265 thousand for the quarter ended March 31, 2005 compared to the quarter ended March 31, 2004. The increase was due primarily to increased gains on the sale of residential mortgage loans.
Total non-interest expense increased $245 thousand or 5.6 percent to $4.6 million for the three months ended March 31, 2005 compared to the three months ended March 31, 2004. The components of non-interest expense are as follows:
|
|
Three months ended March 31, |
|
||||||
(In thousands) |
|
2005 |
|
2004 |
|
Percent |
|
||
Compensation and benefits |
|
$ |
2,397 |
|
$ |
2,239 |
|
7.1 |
% |
Occupancy |
|
593 |
|
529 |
|
12.1 |
|
||
Processing and communications |
|
466 |
|
474 |
|
(1.7 |
) |
||
Furniture and equipment |
|
329 |
|
263 |
|
25.1 |
|
||
Professional services |
|
109 |
|
231 |
|
(52.8 |
) |
||
Loan servicing costs |
|
177 |
|
180 |
|
(1.7 |
) |
||
Advertising |
|
185 |
|
144 |
|
28.5 |
|
||
Deposit insurance |
|
15 |
|
15 |
|
|
|
||
Other expenses |
|
377 |
|
328 |
|
14.9 |
|
||
Total non-interest expense |
|
$ |
4,648 |
|
$ |
4,403 |
|
5.6 |
% |
Compensation and benefits expense, the largest component of non-interest expense, increased $158 thousand, or 7.1 percent, for the three months ended March 31, 2005 compared to the same period a year ago. The increase in compensation and benefits was a result of merit increases, an increase in the number of employees and higher benefits costs. Total full time equivalent employees amounted to 169 at March 31, 2005, compared to 166 at March 31, 2004.
Occupancy expense increased $64 thousand or 12.1 percent, for the three months ended March 31, 2005, compared to the same period a year ago. The increase for the three months ended March 31, 2005 was due to higher rental, property tax and snow removal expenses.
Processing and communications expense decreased $8 thousand, or 1.7 percent, for the three months ended March 31, 2005, compared to the same period a year ago. The decrease was primarily the result of lower data processing line costs and postage expenses offset, in part, by increased telephone expense.
Furniture and equipment expense increased $66 thousand, or 25.1 percent, for the three months ended March 31, 2005, compared to the same period a year ago. The increase in furniture and equipment was primarily related to increased software maintenance costs for systems upgrades.
Professional fees decreased $122 thousand, or 52.8 percent, for the three months ended March 31, 2005, compared to the same period a year ago. The decrease was due to lower levels of legal fees in 2005 compared to 2004.
14
Loan servicing expense decreased slightly to $177 thousand for the three months ended March 31, 2005, compared to the same period a year ago.
Advertising expense increased $41 thousand or 28.5 percent for the three months ended March 31, 2005 compared to the same period a year ago. This increase was due to increased marketing expenses related to new business generation.
Deposit insurance remained flat for the three months ended March 31, 2005 and 2004.
Other expense increased $49 thousand, or 14.9 percent, for the three months ended March 31, 2005, compared to the same period a year ago. This increase was due primarily to higher insurance expenses.
Income Tax Expense
For the first quarter of 2005, the provision for income taxes was $798 thousand compared to $652 thousand for the same period a year ago. The current 2005 tax provision represents an effective tax rate of approximately 38 percent as compared 35 percent for the prior year. During the first quarter of 2004, the Company realized a portion of a prior period State tax valuation allowance. Management anticipates an effective rate of approximately 38 percent for the remainder of 2005.
Financial Condition at March 31, 2005
Total assets at March 31, 2005 were $525.8 million compared to $473.3 million a year ago and $515.4 million from year-end 2004. Compared to year-end 2004, total assets increased due primarily to the investment of liquidity from savings deposit growth into loans and federal funds sold and interest bearing deposits.
AFS securities totaled $74.6 million at March 31, 2005, a decrease of $3.4 million from year-end 2004. This decrease was the result of the following transactions during the quarter:
$298 thousand in securities were purchased,
$95 thousand in sales,
$2.6 million in principal payments were received, and
The market value of the portfolio depreciated $991 thousand.
Included in AFS securities at March 31, 2005 was a $1.0 million asset-backed security, which the Company had classified as an impaired asset. Through March 31, 2005, the Company continued to receive payments on this bond; however, the bond was rated Caa1 by Moodys and if the default rates on the underlying collateral continued to deteriorate the future market value could be impaired. As of March 31, 2005, the Company had recognized an impairment of $426 thousand on the security. Subsequent to the end of the quarter, the Company sold this asset-backed security for $600 thousand and recovered $24 thousand of the previously charged off impairment. The yield on the AFS securities portfolio was 4.21 percent for the three months ended March 31, 2005, compared to 4.06 percent a year ago. The weighted average life of the AFS portfolio was 4.59 years and the effective duration of the portfolio was 3.78 years at March 31, 2005 compared to 4.72 years and 4.48 years at December 31, 2004.
HTM securities totaled $23.6 million at March 31, 2005 and December 31, 2004. During the first three months of 2005, $2.2 million in maturities and principal payments were received on the portfolio. In addition, there was a $2.2 million bond purchased during the quarter. The yield on HTM securities was 4.75 percent for the three months ended March 31, 2005 compared to 5.55 percent for the same period a year ago. As of March 31, 2005 and December 31, 2004, the market value of HTM securities was $23.6 million and $23.8 million, respectively. The weighted average life of the HTM portfolio was 2.99 years and the effective duration of the portfolio was 2.30 years at March 31, 2005 compared to 2.85 years and 2.66 years at December 31, 2004.
15
The loan portfolio, which represents the Companys largest asset group, is a significant source of both interest and fee income. The portfolio consists of commercial, Small Business Administration (SBA), residential mortgage and consumer loans. Elements of the loan portfolio are subject to differing levels of credit and interest rate risk.
Total loans increased $7.6 million or 2.0 percent to $381.2 million at March 31, 2005, from year-end 2004. The concentration of the loan portfolio remained virtually unchanged from year-end with a 56 percent commercial, 16 percent SBA, 16 percent residential mortgage and 12 percent consumer concentration.
Commercial loans are generally made in the Companys market place for the purpose of providing working capital, financing the purchase of equipment, inventory or commercial real estate and for other business purposes. These loans amounted to $214.7 million at March 31, 2005 and increased $7.0 million compared to $207.8 million at year-end 2004. The yield on these commercial loans was 6.95 percent for the three months ended March 31, 2005 compared to 6.67 percent for the same period a year ago.
SBA loans provide guarantees of up to 85 percent of the principal from the SBA. SBA loans are generally sold in the secondary market with the non-guaranteed portion held in the portfolio as a loan held for investment. SBA loans held for investment amounted to $54.6 million at March 31, 2005, a decrease of $1.0 million from year-end 2004. SBA loans held for sale, carried at the lower of aggregate cost or market, amounted to $8.2 million at March 31, 2005, an increase of $598 thousand from year-end 2004. The SBA held for sale portfolio increased due to lower levels of SBA loans being sold during the quarter. The yield on SBA loans which are generally floating and tied to prime was 8.37 percent for the three months ended March 31, 2005 compared to 6.56 percent for the same period a year ago.
Residential mortgage loans consist of loans secured by residential properties. These loans amounted to $59.8 million at March 31, 2005, a decrease of $471 thousand from year-end 2004. The decrease in residential mortgages was a result of pay-downs in the portfolio. The Company does not originate a material amount of residential mortgage loans held for investment. The yield on residential mortgages was 5.31 percent for the three months ended March 31, 2005 compared to 5.65 percent for the same period a year ago. The decrease in rate is attributed to the refinancing and prepayment of higher rate mortgages.
Consumer loans consist of home equity loans and loans for the purpose of financing the purchase of consumer goods, home improvements, and other personal needs, and are generally secured by the personal property being purchased. These loans amounted to $43.9 million at March 31, 2005, an increase of $1.5 million from year-end 2004. The increase in the consumer loan portfolio was primarily the result of an increase in home equity loans. The yield on consumer loans was 5.65 percent for the three months ended March 31, 2005, compared to 4.86 percent for the same period a year ago.
The increase in yields throughout the loan portfolio reflect the higher interest rate environment at March 31, 2005 compared to March 31, 2004 due to the Federal Reserve raising interest rates 175 basis points since June 2004.
Asset Quality
Inherent in the lending function is the possibility a customer may not perform in accordance with the contractual terms of the loan. A borrowers inability to pay its obligations according to the contractual terms can create the risk of past due loans and ultimately credit losses, especially on collateral deficient loans.
Non-performing loans consist of loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more or when the collectibility of principal and interest according to the contractual terms is in doubt. When a loan is classified as nonaccrual, interest accruals discontinue and all past due interest previously recognized as income is reversed and charged against current period income. Generally, until the loan becomes current, any payments received from the borrower are applied to outstanding principal until such time as management determines that the financial condition of the borrower and other factors merit recognition of a portion of such payments as interest income. Loans past due 90 days and still accruing interest are not included in non-performing loans.
16
Credit risk is minimized by loan diversification and adhering to credit administration policies and procedures. Due diligence on loans begins upon the origination of a loan with a borrower. Documentation, including a borrowers credit history, materials establishing the value and liquidity of potential collateral, the purpose of the loan, the source of funds for repayment of the loan, and other factors are analyzed before a loan is submitted for approval. The loan portfolio is then subject to ongoing internal reviews for credit quality. In addition, an outside firm is used to conduct independent credit reviews.
The following table sets forth information concerning non-accrual loans and non-performing assets at each of the periods indicated:
(In thousands) |
|
Mar. 31, 2005 |
|
Dec. 31, 2004 |
|
Mar. 31, 2004 |
|
||||
|
|
|
|
|
|
|
|
||||
Non-performing loans |
|
|
|
|
|
|
|
||||
SBA |
|
$ |
2,156 |
|
$ |
2,013 |
|
$ |
2,474 |
|
|
Commercial |
|
426 |
|
1,534 |
|
1,387 |
|
||||
Residential mortgage |
|
223 |
|
288 |
|
687 |
|
||||
Consumer |
|
115 |
|
256 |
|
175 |
|
||||
Total non-performing loans |
|
2,920 |
|
4,091 |
|
4,723 |
|
||||
OREO |
|
198 |
|
345 |
|
338 |
|
||||
Total Non-Performing Assets |
|
$ |
3,118 |
|
$ |
4,436 |
|
$ |
5,061 |
|
|
|
|
|
|
|
|
|
|
||||
Past Due 90 days or more and still accruing interest |
|
|
|
|
|
|
|
||||
SBA |
|
290 |
|
|
|
|
|
||||
Commercial |
|
|
|
|
|
|
|
||||
Residential mortgage |
|
|
|
|
|
|
|
||||
Consumer |
|
23 |
|
|
|
|
|
||||
Total accruing loans 90 days or more past due |
|
313 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
Non-Performing assets to total assets |
|
0.59 |
% |
1.10 |
% |
1.07 |
% |
||||
Non-Performing assets to loans and OREO |
|
0.82 |
% |
1.19 |
% |
1.53 |
% |
||||
Allowance for loans losses as a percentage of non-performing loans |
|
203.49 |
% |
143.14 |
% |
115.73 |
% |
||||
Allowance for loan losses to total loans |
|
1.56 |
% |
1.57 |
% |
1.65 |
% |
||||
Non-performing assets amounted to $3.1 million at March 31, 2005, a decrease of $1.3 million from year-end 2004. There were $313 thousand in loans past due 90 days or more and still accruing interest at March 31, 2005 compared to $0 at December 31, 2004. Loans past due 90 days or more generally consist of loans where customers continue to make the monthly payments, however, the loans have matured and are pending renewal. Included in non-performing assets at March 31, 2005 are approximately $558 thousand of loans guaranteed by the SBA.
Potential problem loans are those where information about possible credit problems of borrowers causes management to have doubts as to the ability of such borrowers to comply with loan repayment terms. These loans are not included in non-performing loans as they continue to perform. There were $1.8 million in potential problem loans at March 31, 2005 and $1.4 million in potential problem loans at December 31, 2004.
17
The allowance for loan losses totaled $5.9 million, $5.9 million, and $5.5 million at March 31, 2005, December 31, 2004, and March 31, 2004, respectively with resulting allowance to total loan ratios of 1.56 percent, 1.57 percent and 1.65 percent respectively. Net charge offs amounted to $214 thousand for the three months ended March 31, 2005, compared to $136 thousand for the three months ended March 31, 2004.
The following is a reconciliation summary of the allowance for loan losses for the three months ended March 31, 2005 and 2004:
|
|
Three months ended March 31, |
|
||||
(In thousands) |
|
2005 |
|
2004 |
|
||
Balance, beginning of period |
|
$ |
5,856 |
|
$ |
5,352 |
|
Provision charged to expense |
|
300 |
|
250 |
|
||
|
|
|
|
|
|
||
Charge-offs: |
|
|
|
|
|
||
SBA |
|
107 |
|
98 |
|
||
Commercial |
|
165 |
|
181 |
|
||
Residential mortgage |
|
24 |
|
|
|
||
Consumer |
|
8 |
|
3 |
|
||
Total Charge-offs |
|
304 |
|
282 |
|
||
Recoveries: |
|
|
|
|
|
||
SBA |
|
44 |
|
17 |
|
||
Commercial |
|
45 |
|
125 |
|
||
Residential mortgage |
|
|
|
|
|
||
Consumer |
|
1 |
|
4 |
|
||
Total recoveries |
|
90 |
|
146 |
|
||
Total net charge-offs |
|
214 |
|
136 |
|
||
Balance, end of period |
|
$ |
5,942 |
|
$ |
5,466 |
|
Selected loan quality ratios: |
|
|
|
|
|
||
Net charge offs to average loans (annualized) |
|
0.23 |
% |
0.16 |
% |
||
Allowance for loan losses to total loans at period end |
|
1.56 |
% |
1.65 |
% |
||
Allowance for loan losses to non-performing loans |
|
203.49 |
% |
115.73 |
% |
Deposits, which include non-interest and interest bearing demand deposits and interest-bearing savings and time deposits, are the primary source of the Companys funds. The Company offers a variety of products designed to attract and retain customers, with primary focus on building and expanding relationships. For the first three months of 2005 the Company realized continued growth in deposits. This growth was achieved through emphasis on customer service, competitive rate structures and selective marketing. The Company attempts to establish a comprehensive relationship with business borrowers, seeking deposits as well as lending relationships.
Total deposits increased $13.9 million to $447.8 million at March 31, 2005 from $433.9 million at December 31, 2004. The increase in deposits was primarily the result of a $33.3 million increase in savings deposits, partially offset by a $10.4 million decrease in interest bearing demand deposits, a $6.0 million decrease in non-interest bearing demand deposits and a $3.0 million decrease in time deposits. The growth in savings deposits was directly related to the Companys direct mail promotion of its Opportunity Savings product. The decline in interest bearing and non-interest bearing demand accounts and time deposits was due to the transfer of balances into the higher cost Opportunity Savings product.
Included in deposits at March 31, 2005 are $39.7 million of Government deposits, as compared to $38.6 million at December 31, 2004. These deposits are generally short in duration and sensitive to price competition. The Company believes the current portfolio of these deposits is appropriate.
18
Borrowed Funds and Subordinated Debentures
Borrowed funds and subordinated debentures totaled $39.3 million at March 31, 2005, a decrease of $5 million from December 31, 2004. This decrease was due to the maturity of a short-term, $5 million repurchase agreement with a rate of 2.50 percent on January 13, 2005.
As of March 31, 2005, the Company was a party to the following borrowed funds and subordinated debenture transactions:
A $10 million repurchase agreement with a term of 5 years, expiring on March 11, 2009 and a rate of 2.78 percent. The borrowing may be called by the investor if the 3 month LIBOR rate is greater than or equal to 7 percent on March 11, 2005 or on any quarterly payment date thereafter.
A $10 million FHLB repo-advance with a term of 10 years, expiring on December 15, 2014 and a fixed rate of 2.95 percent. The borrowing is convertible by the FHLB on December 15, 2006 and quarterly thereafter with 4 business days notice into replacement funding for the same or lesser principal amount based on any advance then offered by the FHLB at then current market rates.
A $10.0 million advance from the Federal Home Loan Bank (FHLB). The 4.92% borrowing from the FHLB matures in 2010 and is callable by the FHLB at any time.
$9.3 million in subordinated debentures issued on September 26, 2002 with a floating rate of 3 month Libor plus 340 basis points. The subordinated debentures mature on September 26, 2032, but are redeemable in whole or in part by the issuer prior to maturity, but after September 26, 2007.
Interest Rate Sensitivity
The principal objectives of the asset and liability management function are to establish prudent risk management guidelines, evaluate and control the level of interest rate risk in balance sheet accounts, determine the level of appropriate risk given the business focus, operating environment, capital, and liquidity requirements, and actively manage risk within the Board approved guidelines. The Company seeks to reduce the vulnerability of the operations to changes in interest rates, and actions in this regard are taken under the guidance of the Asset/Liability Management Committee (ALCO) of the Board of Directors. The ALCO reviews the maturities and repricing of loans, investments, deposits and borrowings, cash flow needs, current market conditions, and interest rate levels.
The Company utilizes Modified Duration of Equity and Economic Value of Portfolio Equity (EVPE) models to measure the impact of longer-term asset and liability mismatches beyond two years. The modified duration of equity measures the potential price risk of equity to changes in interest rates. A longer modified duration of equity indicates a greater degree of risk to rising interest rates. Because of balance sheet optionality, an EVPE analysis is also used to dynamically model the present value of asset and liability cash flows, with rate shocks of 200 basis points. The economic value of equity is likely to be different as interest rates change. Like the simulation model, results falling outside prescribed ranges require action by the ALCO. The Companys variance in the economic value of equity, as a percentage of assets with rate shocks of 200 basis points at March 31 2005, is a decline of 1.63 percent in a rising rate environment and a decrease of 0.07 percent in a falling rate environment. Both variances are within the board-approved guidelines of +/- 3.00 percent. At December 31, 2004 the economic value of equity with rate shocks of 200 basis points was a decline of 1.23 percent in a rising rate environment and a decrease of 0.68 percent in a falling rate environment.
Operating, Investing, and Financing Cash
Cash and cash equivalents amounted to $28.9 million at March 31, 2005, an increase of $5.5 million from December 31, 2004. Net cash provided by operating activities for the three months ended March 31, 2005, amounted to $2.2 million, primarily from proceeds from the sales of loans held for sale and net income from operations partially offset by originations of loans held for sale. Net cash used in investing activities amounted to $5.5 million for the three months ended March 31, 2005, primarily due to loan originations, security purchases and investments in premises and equipment, partially offset by proceeds from the maturities and sales of securities available for sale. Net cash provided by financing activities, amounted to $8.7 million for the three months ended March 31, 2005, attributable to increased deposits, partially offset by reduced borrowings and the payment of a dividend.
19
The Companys liquidity is a measure of its ability to fund loans, withdrawals or maturities of deposits and other cash outflows in a cost-effective manner.
Parent Company
At March 31, 2005, the Parent Company had $1.4 million in cash compared to $1.5 million at December 31, 2004. The slight decrease in cash at the parent company was due to the payment of operating expenses and a cash dividend at the Parent Company. Expenses at the Parent Company are minimal and management believes that the Parent Company has adequate liquidity to fund its obligations.
Consolidated Bank
Liquidity is a measure of the ability to fund loans, withdrawals or maturities of deposits and other cash outflows in a cost-effective manner. The principal sources of funds are deposits, scheduled amortization and repayments of loan principal, sales and maturities of investment securities and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.
At March 31, 2005, $30.2 million was available for additional borrowings from the FHLB of New York. Pledging additional collateral in the form of 1-4 family residential mortgages or investment securities can increase the line with the FHLB. The maximum borrowing line available if additional collateral was pledged as of March 31, 2005 amounted to approximately $61.3 million. An additional source of liquidity is Federal Funds sold, which were $17.6 million at March 31, 2005.
As of March 31, 2005, deposits included $39.7 million of Government deposits, as compared to $38.6 million at December 31, 2004. These deposits are generally short in duration, and are sensitive to price competition. The Company believes the current portfolio of these deposits to be appropriate. Included in the portfolio are $28.9 million of deposits from four municipalities. The withdrawal of these deposits, in whole or in part would not create a liquidity shortfall for the Company.
At March 31, 2005, the Bank had approximately $141 million of loan commitments, which will generally either expire or be funded within one year. The Company believes it has the necessary liquidity to honor all commitments. Many of these commitments will expire and never be funded. In addition, approximately $20.8 million of these commitments are for SBA loans, which may be sold into the secondary market.
A significant measure of the strength of a financial institution is its capital base. Federal regulators have classified and defined capital into the following components: (1) tier 1 capital, which includes tangible shareholders equity for common stock and qualifying preferred stock, and (2) tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt and preferred stock which does not qualify for tier 1 capital. Minimum capital levels are regulated by risk-based capital adequacy guidelines, which require a bank to maintain certain capital as a percent of assets, and certain off-balance sheet items adjusted for predefined credit risk factors (risk-adjusted assets). A bank is required to maintain, at a minimum, tier 1 capital as a percentage of risk-adjusted assets of 4.0 percent and combined tier 1 and tier 2 capital as a percentage of risk-adjusted assets of 8.0 percent.
In addition to the risk-based guidelines, regulators require that a bank, which meets the regulators highest performance and operation standards maintain a minimum leverage ratio (tier 1 capital as a percentage of tangible assets) of 4 percent. For those banks with higher levels of risk or that are experiencing or anticipating significant growth, the minimum leverage ratio will be proportionately increased. Minimum leverage ratios for each bank are evaluated through the ongoing regulatory examination process.
20
The Companys capital amounts and ratios are presented in the following table.
|
|
Actual |
|
For Capital |
|
To Be Well Capitalized |
|
||||||||||
(In thousands) |
|
Amount |
|
Ratio |
|
|
|
Amount |
|
Ratio |
|
|
|
Amount |
|
Ratio |
|
As of March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio |
|
46,489 |
|
8.96 |
% |
> |
|
20,761 |
|
4.00 |
% |
> |
|
25,952 |
|
5.00 |
% |
Tier I risk-based ratio |
|
46,489 |
|
11.08 |
% |
> |
|
16,789 |
|
4.00 |
% |
> |
|
25,183 |
|
6.00 |
% |
Total risk-based ratio |
|
51,744 |
|
12.33 |
% |
> |
|
33,577 |
|
8.00 |
% |
> |
|
41,971 |
|
10.00 |
% |
As of December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio |
|
45,352 |
|
9.09 |
% |
> |
|
19,948 |
|
4.00 |
% |
> |
|
24,935 |
|
5.00 |
% |
Tier I risk-based ratio |
|
45,352 |
|
11.14 |
% |
> |
|
16,291 |
|
4.00 |
% |
> |
|
24,436 |
|
6.00 |
% |
Total risk-based ratio |
|
50,452 |
|
12.39 |
% |
> |
|
32,582 |
|
8.00 |
% |
> |
|
40,727 |
|
10.00 |
% |
The Banks capital amounts and ratios are presented in the following table.
|
|
Actual |
|
For Capital |
|
To Be Well Capitalized |
|
||||||||||
(In thousands) |
|
Amount |
|
Ratio |
|
|
|
Amount |
|
Ratio |
|
|
|
Amount |
|
Ratio |
|
As of March 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio |
|
38,779 |
|
7.49 |
% |
> |
|
20,718 |
|
4.00 |
% |
> |
|
25,897 |
|
5.00 |
% |
Tier I risk-based ratio |
|
38,779 |
|
9.26 |
% |
> |
|
16,754 |
|
4.00 |
% |
> |
|
25,130 |
|
6.00 |
% |
Total risk-based ratio |
|
50,023 |
|
11.94 |
% |
> |
|
33,507 |
|
8.00 |
% |
> |
|
41,884 |
|
10.00 |
% |
As of December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio |
|
37,493 |
|
7.53 |
% |
> |
|
19,907 |
|
4.00 |
% |
> |
|
24,884 |
|
5.00 |
% |
Tier I risk-based ratio |
|
37,493 |
|
9.22 |
% |
> |
|
16,261 |
|
4.00 |
% |
> |
|
24,391 |
|
6.00 |
% |
Total risk-based ratio |
|
48,584 |
|
11.95 |
% |
> |
|
32,522 |
|
8.00 |
% |
> |
|
40,652 |
|
10.00 |
% |
Shareholders Equity
Shareholders equity increased $538 thousand, or 1.5 percent, to $36.4 million at March 31, 2005 compared to $35.9 million at December 31, 2004. This increase was the result of $1.3 million in net income and $76 thousand in proceeds from stock options exercised, partially offset by $234 thousand in cash dividends declared during the quarter and $614 thousand of depreciation in the market value of the securities available for sale portfolio.
Impact of Inflation and Changing Prices
The financial statements and notes thereto, presented elsewhere herein, have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the operations. Unlike most industrial companies, nearly all the Companys assets and liabilities are monetary. As a result, interest rates have a greater impact on performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
During 2005, there have been no significant changes in the Companys assessment of market risk as reported in Item 6 of the Companys Annual Report on Form 10-K for the year ended December 31, 2004. (See Interest Rate Sensitivity in Managements Discussion and Analysis Herein.)
21
ITEM 4. Controls and Procedures
The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2005. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for recording, processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. Such evaluation did not identify any change in the Companys internal control over financial reporting that occurred during the quarter ended March 31, 2005 has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting
PART II OTHER INFORMATION
Item 1. Legal Proceedings
On February 20, 2003, the Bank was named as a defendant in a lawsuit initiated by Commerce Bank, N.A. and Commerce Bank/Shore, N.A. in the Superior Court of New Jersey, Essex County alleging that the Bank, as payor of certain checks written against certain deposit accounts held at the Bank, improperly refused to honor approximately $4,000,000 of checks. Commerce Bank, N.A. and Commerce Bank/Shore, N.A. have petitioned the Superior Court of New Jersey, Essex County for compensatory and consequential damages of $4,028,584, interest, attorneys fees and costs of suit. On March 12, 2004, the aforesaid Court granted Commerce Bank, N.A. partial summary judgment in the amount of $1,800,000 of its aforesaid claim. Although the Bank has reviewed the relevant circumstances and believes it acted properly, on March 28, 2005, the Bank agreed to settle the lawsuit with Commerce Bank and the other party to the litigation. The settlement will be paid primarily out of a deposit account the Bank has been holding to satisfy any liability, and as such, the settlement will not have an impact on the financial conditions or results of operations of the Company.
During the third quarter of 2004, the Company entered into a settlement agreement with its former Chairman Robert J. Van Volkenburgh thereby settling the pending litigation initiated by Mr. Van Volkenburgh. Effective immediately upon the execution of the agreement, the parties exchanged general releases and dismissed the litigation with prejudice. The Companys payment of the settlement amount called for by the settlement agreement requires the approval of the Federal Deposit Insurance Corporation (FDIC) under applicable regulations. If the FDIC approves the settlement agreement, the Company will pay $275 thousand, net of insurance proceeds. The charge for such settlement agreement, recognized in the third quarter of 2004, reduced net income by approximately $165 thousand or $0.03 per diluted share.
From time to time, the Company is subject to other legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the business, financial condition, or the results of the operation of the Company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None
Item 3. Defaults Upon Senior Securities-None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits
(a) Exhibits
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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UNITY BANCORP, INC. |
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Dated: May 13, 2005 |
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By: |
/s/ Alan J. Bedner, Jr |
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ALAN J. BEDNER, JR |
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Executive Vice President and Chief Financial Officer |
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QUARTERLY REPORT ON FORM 10-Q
EXHIBIT NO. |
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DESCRIPITION |
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31.1 |
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Exhibit 31.1-Certification of James A. Hughes. Required by Rule 13a-14(a) or Rule 15d-14(a) and section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Exhibit 31.2-Certification of Alan J. Bedner, Jr. Required by Rule 13a-14(a) or Rule 15d-14(a) and section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Exhibit 32.1-Certification of James A. Hughes and Alan J. Bedner, Jr Required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 |
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