Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Atlantic Union Bankshares Corp | v384299_8k.htm |
Exhibit 99.1
| Contact: | Robert M. Gorman - (804) 523-7828 |
| Executive Vice President / Chief Financial Officer |
UNION BANKSHARES REPORTS SECOND QUARTER RESULTS
Richmond, Va., July 22, 2014 - Union Bankshares Corporation (the “Company” or “Union”) (NASDAQ: UBSH) today reported net income of $14.8 million and earnings per share of $0.32 for its second quarter ended June 30, 2014. Excluding after-tax acquisition-related expenses of $3.0 million, operating earnings(1) for the quarter were $17.8 million and operating earnings per share(1) was $0.38. The quarterly results represent an increase of $992,000, or 5.9%, in operating earnings from the prior quarter. Operating earnings per share of $0.38 for the current quarter increased $0.02, or 5.6%, from the quarter ended March 31, 2014. Net income for the six months ended June 30, 2014 was $22.6 million and earnings per share was $0.48. For the six months ended June 30, 2014, operating earnings were $34.7 million and operating earnings per share was $0.74.
“Our second quarter operating results continued to demonstrate the considerable earnings capacity we predicted the combination of Union and StellarOne would produce as the largest community banking institution headquartered in Virginia,” said G. William Beale, president and chief executive officer of Union Bankshares Corporation. “During the quarter, we successfully integrated StellarOne into Union and embarked on a broad-based advertising campaign to introduce the Union brand to the markets formerly served by StellarOne and to further leverage our value proposition in Union’s legacy markets. As a result, we are now well positioned to deliver a best-in-class customer experience, offer superior financial services and solutions, provide a rewarding experience for our teammates and generate top-tier financial performance for our shareholders.”
Select highlights for the second quarter include:
| · | Operating earnings(1) for the community bank segment, which excludes after-tax acquisition-related expenses of $3.0 million, were $18.4 million, or $0.40 per share for the second quarter compared to $18.2 million, or $0.39 per share for the first quarter. |
| · | The mortgage segment reported a net loss of $602,000, or $0.01 per share, for the second quarter and a net loss of $2.0 million, or $0.04 per share, for the six months ended June 30, 2014. |
| · | Operating Return on Average Tangible Common Equity(1) (“ROTCE”) was 11.10% for the quarter ended June, 2014 compared to operating ROTCE(1) of 10.33% for the first quarter. The operating ROTCE(1) of the community bank segment was 11.59% for the second quarter. |
| · | Operating Return on Average Assets(1) (“ROA”) was 0.98% for the quarter ended June 30, 2014 compared to operating ROA(1) of 0.94% for the first quarter. The operating ROA(1) of the community bank segment was 1.02% for the second quarter. |
| · | Operating efficiency ratio(1) declined to 66.4% for the current quarter from 68.4% in the prior quarter. The operating efficiency ratio for the community bank segment was 63.9% for the second quarter. |
| · | On January 31, 2014, the Company’s Board of Directors authorized a share repurchase program to purchase up to $65.0 million worth of the Company’s common stock on the open market or in privately negotiated transactions. The repurchase program is authorized through December 31, 2015. As of July 18, 2014, approximately 1.5 million common shares had been repurchased and approximately $27.3 million remained available under the repurchase program. |
(1)For a reconciliation of the non-GAAP measures operating earnings, earnings per share (“EPS”), ROTCE, ROA, and efficiency ratio, see “Alternative Performance Measures (non-GAAP)” section of the Key Financial Results.
NET INTEREST INCOME
Tax-equivalent net interest income was $65.8 million, an increase of $112,000 from the first quarter of 2014, while average interest-earning assets increased $28.5 million. The increase in average interest-earning assets was offset by a decline in the second quarter tax-equivalent net interest margin of 5 bps to 4.09% compared to 4.14% in the previous quarter. Core tax-equivalent net interest margin (which excludes the 15 bps impact of acquisition accounting accretion) decreased by 5 basis points from 3.99% in the previous quarter to 3.94%. The decrease in the core tax-equivalent net interest margin was principally due to a decrease in earning asset yields (-6 bps), outpacing the decline in cost of funds (+1 bps). The decline in earning asset yields was primarily driven by reinvestment of excess cash flows at lower rates during the quarter.
The Company continues to believe that net interest margin will decline modestly over the next several quarters as decreases in earning asset yields are projected to outpace declines in interest-bearing liabilities rates.
The Company’s fully taxable equivalent net interest margin includes the impact of acquisition accounting fair value adjustments. The first and second quarter 2014 and remaining estimated discount/premium and net accretion impact are reflected in the following table (dollars in thousands):
| Loan Accretion | Certificates of Deposit | Borrowings | Total | |||||||||||||
| For the quarter ended March 31, 2014 | $ | (546 | ) | $ | 2,921 | $ | 75 | $ | 2,450 | |||||||
| For the quarter ended June 30, 2014 | (219 | ) | 2,460 | 75 | 2,316 | |||||||||||
| For the remaining six months of 2014 | 158 | 3,534 | 150 | 3,842 | ||||||||||||
| For the years ending: | ||||||||||||||||
| 2015 | 1,701 | 1,843 | 175 | 3,719 | ||||||||||||
| 2016 | 2,619 | - | 271 | 2,890 | ||||||||||||
| 2017 | 3,057 | - | 170 | 3,227 | ||||||||||||
| 2018 | 2,695 | - | (143 | ) | 2,552 | |||||||||||
| 2019 | 2,152 | - | (286 | ) | 1,866 | |||||||||||
| Thereafter | 13,178 | - | (5,923 | ) | 7,255 | |||||||||||
ASSET QUALITY/LOAN LOSS PROVISION
Overview
During the second quarter, the Company continued to have improvement in asset quality when compared to the prior year period, as year-to-date charge-off and provision levels and nonperforming assets were lower. The Company experienced increases in nonperforming assets from the prior quarter due to previously impaired loans put on nonaccrual status in the current quarter and closed bank premises related to the StellarOne acquisition that were moved to OREO; foreclosed property balances declined from the prior quarter. Net charge-offs were higher due to the net loan recovery recorded in the prior quarter. The magnitude of any change in the real estate market and its impact on the Company is still largely dependent upon continued recovery of residential housing and commercial real estate and the pace at which the local economies in the Company’s operating markets improve. All metrics discussed below exclude loans acquired with deteriorated credit quality (“PCI”) aggregating $131.1 million (net of fair value mark).
Nonperforming Assets (“NPAs”)
At June 30, 2014, nonperforming assets totaled $61.6 million, a decline of $582,000, or 0.9%, from a year ago and an increase of $11.4 million, or 22.7%, from March 31, 2014. In addition, NPAs as a percentage of total outstanding loans declined 89 basis points from 2.07% a year earlier and increased 23 basis points from 0.95% last quarter to 1.18% in the current quarter. The following table shows a summary of asset quality balances at the quarter ended (dollars in thousands):
| June 30, | March 31, | December 31, | September 30, | June 30, | ||||||||||||||||
| 2014 | 2014 | 2013 | 2013 | 2013 | ||||||||||||||||
| Nonaccrual loans, excluding PCI loans | $ | 23,099 | $ | 14,722 | $ | 15,035 | $ | 19,941 | $ | 27,022 | ||||||||||
| Foreclosed properties | 33,739 | 35,487 | 34,116 | 35,576 | 35,020 | |||||||||||||||
| Real estate investment | 4,755 | - | - | 133 | 133 | |||||||||||||||
| Total nonperforming assets | $ | 61,593 | $ | 50,209 | $ | 49,151 | $ | 55,650 | $ | 62,175 | ||||||||||
The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
| June 30, | March 31, | December 31, | September 30, | June 30, | ||||||||||||||||
| 2014 | 2014 | 2013 | 2013 | 2013 | ||||||||||||||||
| Beginning Balance | $ | 14,722 | $ | 15,035 | $ | 19,941 | $ | 27,022 | $ | 23,033 | ||||||||||
| Net customer payments | (1,088 | ) | (959 | ) | (1,908 | ) | (5,574 | ) | (3,196 | ) | ||||||||||
| Additions | 11,087 | 1,362 | 3,077 | 3,020 | 7,934 | |||||||||||||||
| Charge-offs | (137 | ) | (152 | ) | (4,336 | ) | (1,669 | ) | (476 | ) | ||||||||||
| Loans returning to accruing status | (523 | ) | - | (1,018 | ) | (1,068 | ) | - | ||||||||||||
| Transfers to OREO | (962 | ) | (564 | ) | (721 | ) | (1,790 | ) | (273 | ) | ||||||||||
| Ending Balance | $ | 23,099 | $ | 14,722 | $ | 15,035 | $ | 19,941 | $ | 27,022 | ||||||||||
The net increase in nonaccrual loan levels in the current quarter is primarily related to three credit relationships; the related loans were previously identified as impaired and evaluated for specific reserves in prior quarters.
The following table shows the activity in OREO for the quarter ended (dollars in thousands):
| June 30, | March 31, | December 31, | September 30, | June 30, | ||||||||||||||||
| 2014 | 2014 | 2013 | 2013 | 2013 | ||||||||||||||||
| Beginning Balance | $ | 35,487 | $ | 34,116 | $ | 35,709 | $ | 35,153 | $ | 35,878 | ||||||||||
| Additions | 7,671 | 5,404 | 1,326 | 2,841 | 1,768 | |||||||||||||||
| Capitalized Improvements | 59 | - | 101 | 266 | 164 | |||||||||||||||
| Valuation Adjustments | (817 | ) | (256 | ) | (300 | ) | (491 | ) | - | |||||||||||
| Proceeds from sales | (3,913 | ) | (3,800 | ) | (2,483 | ) | (1,773 | ) | (2,436 | ) | ||||||||||
| Gains (losses) from sales | 7 | 23 | (237 | ) | (287 | ) | (221 | ) | ||||||||||||
| Ending Balance | $ | 38,494 | $ | 35,487 | $ | 34,116 | $ | 35,709 | $ | 35,153 | ||||||||||
Of the $7.7 million in additions to OREO in the current quarter, $6.1 million related to acquired bank premises no longer used in operations.
Past Due Loans
At June 30, 2014, loans past due 90 days or more and accruing interest totaled $6.9 million, or 0.13% of total loans, compared to $6.3 million, or 0.21%, a year ago and $7.2 million, or 0.14%, at March 31, 2014.
Charge-offs
For the quarter ended June 30, 2014, net charge-offs were $1.0 million, or 0.08% on an annualized basis, compared to $1.1 million, or 0.14%, for the same quarter last year and net loan recoveries of $772,000, or (0.06%), for the first quarter of 2014. For the six months ended June 30, 2014, net charge-offs were $256,000, or 0.01% on an annualized basis, compared to $3.6 million, or 0.24%, for the same period in the prior year.
Provision
The provision for loan losses for the current quarter was $1.5 million, an increase of $500,000 from the same quarter a year ago and an increase of $1.5 million from the previous quarter. The increase in provision for loan losses in the current quarter compared to the prior periods was driven by increases in specific reserves on impaired loans and the impact of the net loan recoveries in the first quarter.
Allowance for Loan Losses
The allowance for loan losses (“ALL”) increased $472,000 from March 31, 2014 to $31.4 million at June 30, 2014. The ALL as a percentage of the total loan portfolio, adjusted for purchase accounting (non-GAAP), was 1.11% at June 30, 2014, a decrease from 1.29% at June 30, 2013 and an increase from 1.09% from the prior quarter. The allowance for loan losses as a percentage of the total loan portfolio was 0.60% at June 30, 2014, 1.14% at June 30, 2013, and 0.59% at March 31, 2014. The increase in the allowance-related ratios from prior quarter was primarily attributable to increases in specific reserves on impaired loans. In acquisition accounting, there is no carryover of previously established allowance for loan losses.
The nonaccrual loan coverage ratio was 135.8% at June 30, 2014, compared to 127.1% from the same quarter last year and 209.9% at March 31, 2014. The current level of the allowance for loan losses reflects specific reserves related to nonperforming loans, current risk ratings on loans, net charge-off activity, loan growth, delinquency trends, and other credit risk factors that the Company considers important in assessing the adequacy of the allowance for loan losses.
NONINTEREST INCOME
Noninterest income increased $2.5 million, or 17.6%, to $16.7 million from $14.2 million in the prior quarter. Customer-related noninterest income increased $1.1 million, primarily due to increases in service charges on deposit accounts, debit card interchange income, letter of credit fees, and income from wealth management services. Gains on sales of securities increased $397,000 from the prior quarter, while losses on sales of bank premises decreased $162,000. Gains on sales of mortgage loans, net of commissions, increased $733,000, or 31.9%, from the prior quarter, primarily related to increased mortgage loan originations. Mortgage loan originations increased by $46.0 million, or 30.9%, in the current quarter to $195.1 million from $149.1 million in the first quarter. Of the loan originations in the current quarter, 24.4% were refinances, which was a decrease from 30.4% in the prior quarter.
NONINTEREST EXPENSE
Noninterest expense decreased $8.3 million, or 12.3%, to $59.5 million from $67.8 million when compared to the prior quarter. Excluding acquisition-related costs, which were $4.7 million and $13.2 million in the current and previous quarters, respectively, noninterest expense remained stable with only a slight increase of $201,000, or 0.37%, from the prior quarter. Increases in OREO and credit-related expenses of $793,000, marketing expenses of $627,000, and professional fees of $387,000 were partially offset by decreases in salary and benefit expenses of $1.6 million. The increase in OREO and credit-related costs is related to valuation adjustments required in the current quarter based on recent valuations of legacy OREO. The Company’s operating efficiency ratio declined to 66.4% from 68.4% in the first quarter.
BALANCE SHEET
At June 30, 2014, total assets were $7.3 billion, an increase of $3.1 billion from December 31, 2013, reflecting the impact of the StellarOne acquisition, and an increase of $12.4 million, or 0.17%, from March 31, 2014.
At June 30, 2014, loans net of unearned income were $5.2 billion, a decrease of $41.1 million from March 31, 2014, while average loans declined $33.2 million, or 2.5% (annualized). On a proforma basis, including StellarOne loan balances, period end loan balances grew $93.8 million, or 1.8%, when compared to June 30, 2013.
At June 30, 2014, total deposits were $5.7 billion, an increase of $48.4 million from March 31, 2014, while average deposits increased $47.1 million, or 3.3% (annualized). On a proforma basis, including StellarOne deposit balances, period end deposit balance remained flat when compared to June 30, 2013.
The Company’s capital ratios continued to be considered “well capitalized” for regulatory purposes. The Company’s estimated ratios of total capital to risk-weighted assets and Tier 1 capital to risk-weighted assets as of June 30, 2014 were 13.57% and 12.94%, respectively. As of December 31, 2013, the Company’s ratio of total capital to risk-weighted assets and Tier 1 capital to risk-weighted assets were 14.17% and 13.05%, respectively, and were 13.70% and 13.02%, respectively, as of March 31, 2014. The Company’s common equity to asset ratios at June 30, 2014, March 31, 2014 and December 31, 2013 were 13.37%, 13.47%, and 10.49%, respectively, while its tangible common equity to tangible assets ratio was 9.23%, 9.29% and 8.94% at June 30, 2014, March 31, 2014 and December 31, 2013, respectively.
COMMUNITY BANK SEGMENT INFORMATION
The community bank segment reported net income of $15.4 million for the second quarter, an increase of $6.2 million, or 67.4%, from $9.2 million in the first quarter. Excluding after-tax acquisition-related expenses of $3.0 million and $9.0 million in the current and prior quarters, respectively, operating earnings increased $214,000 from the prior quarter to $18.4 million. As previously discussed, the provision for loan losses increased $1.5 million from the prior quarter due to increases in specific reserves on impaired loans and net loan recoveries recorded in the prior quarter. Net interest income was $63.4 million, a slight decrease of $125,000 from the first quarter.
Noninterest income increased $1.7 million from $12.1 million in the prior quarter to $13.8 million. Customer-related noninterest income increased $1.1 million, primarily due to increases in service charges on deposit accounts, debit card interchange income, letter of credit fees, and income from wealth management services. Gains on sales of securities increased $397,000 from the prior quarter, while losses on sales of bank premises decreased $162,000.
Noninterest expense decreased $7.9 million from $63.2 million to $55.3 million. Excluding acquisition-related costs, which were $4.7 million and $13.2 million in the current quarter and previous quarter, respectively, noninterest expense increased $614,000, or 1.2%, compared to the prior quarter. Increases in OREO and credit-related expenses of $793,000, marketing expenses of $629,000, and professional fees of $369,000 were partially offset by decreases in salary and benefit expenses of $1.1 million. The increase in OREO and credit-related costs is related to valuation adjustments required in the current quarter based on recent valuations of legacy OREO. The community banking segment’s operating efficiency ratio declined to 63.9% in the second quarter from 64.6% in the prior quarter.
MORTGAGE SEGMENT INFORMATION
The mortgage segment reported a net loss of $602,000 for the second quarter, an improvement of $778,000, or 56.4%, from a net loss of $1.4 million in the first quarter. Gains on sales of mortgage loans, net of commissions, increased $733,000, or 31.9%, primarily related to increased mortgage loan originations. Mortgage loan originations increased by $46.0 million, or 30.9%, in the current quarter to $195.1 million from $149.1 million in the first quarter. Of the loan originations in the current quarter, 24.4% were refinances, which was a decrease from 30.4% in the prior quarter. Noninterest expenses decreased $414,000, or 8.8%, from $4.7 million in the prior quarter to $4.3 million, related to declines in salaries, as a result of management’s efforts to recalibrate its cost structure to align with the overall lower mortgage origination levels it has been experiencing over the last several quarters.
* * * * * * *
ABOUT UNION BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Union Bankshares Corporation (NASDAQ: UBSH) is the holding company for Union First Market Bank, which has 131 branches and 200 ATMs throughout Virginia. Non-bank affiliates of the holding company include: Union Investment Services, Inc., which provides full brokerage services; Union Mortgage Group, Inc., which provides a full line of mortgage products; and Union Insurance Group, LLC, which offers various lines of insurance products.
Additional information on the Company is available at http://investors.bankatunion.com
Union Bankshares Corporation will hold a conference call on Tuesday, July 22, at 9:00 a.m. Eastern Time during which management will review earnings and performance trends. Callers wishing to participate may call toll-free by dialing (877) 668-4908. The conference ID number is 74084820. A replay archive of the conference call will be available beginning July 22nd at http://investors.bankatunion.com.
NON-GAAP MEASURES
In reporting the results of June 30, 2014, the Company has provided supplemental performance measures on an operating or tangible basis. Operating measures exclude acquisition costs unrelated to the Company’s normal operations. The Company believes these measures are useful to investors as they exclude non-operating adjustments resulting from acquisition activity and allow investors to see the combined economic results of the organization. Tangible common equity is used in the calculation of certain capital and per share ratios. The Company believes tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.
These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be viewed as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies.
FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic and bank industry conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, the stock and bond markets, accounting standards or interpretations of existing standards, technology, consumer spending and savings habits, and mergers and acquisitions, including integration risk in connection with the Company’s acquisition of StellarOne such as potential deposit attrition, higher than expected costs, customer loss and business disruption, including, without limitation, potential difficulties in maintaining relationships with key personnel, and other integration related-matters. More information is available on the Company’s website, http://investors.bankatunion.com and on the SEC’s website, www.sec.gov. The information on the Company’s website is not a part of this press release. The Company does not intend or assume any obligation to update or revise any forward-looking statements that may be made from time to time by or on behalf of the Company.
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS
(in thousands, except share data)
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| 06/30/14 | 03/31/14 | 06/30/13 | 06/30/14 | 06/30/13 | ||||||||||||||||
| Results of Operations | ||||||||||||||||||||
| Interest and dividend income | $ | 68,634 | $ | 68,208 | $ | 42,686 | $ | 136,842 | $ | 85,973 | ||||||||||
| Interest expense | 4,919 | 4,450 | 5,283 | 9,369 | 10,816 | |||||||||||||||
| Net interest income | 63,715 | 63,758 | 37,403 | 127,473 | 75,157 | |||||||||||||||
| Provision for loan losses | 1,500 | - | 1,000 | 1,500 | 3,050 | |||||||||||||||
| Net interest income after provision for loan losses | 62,215 | 63,758 | 36,403 | 125,973 | 72,107 | |||||||||||||||
| Noninterest income | 16,704 | 14,200 | 11,299 | 30,904 | 21,133 | |||||||||||||||
| Noninterest expenses | 59,475 | 67,781 | 34,283 | 127,256 | 67,783 | |||||||||||||||
| Income before income taxes | 19,444 | 10,177 | 13,419 | 29,621 | 25,457 | |||||||||||||||
| Income tax expense | 4,664 | 2,362 | 3,956 | 7,026 | 7,011 | |||||||||||||||
| Net income | $ | 14,780 | $ | 7,815 | $ | 9,463 | $ | 22,595 | $ | 18,446 | ||||||||||
| Interest earned on earning assets (FTE) | 70,735 | 70,154 | 43,981 | 140,907 | 88,524 | |||||||||||||||
| Net interest income (FTE) | 65,816 | 65,704 | 38,698 | 131,538 | 77,708 | |||||||||||||||
| Core deposit intangible amortization | 2,455 | 2,616 | 921 | 5,071 | 1,957 | |||||||||||||||
| Net income - community bank segment | $ | 15,382 | $ | 9,195 | $ | 9,169 | $ | 24,577 | $ | 17,973 | ||||||||||
| Net income - mortgage segment | (602 | ) | (1,380 | ) | 294 | (1,982 | ) | 473 | ||||||||||||
| Key Ratios | ||||||||||||||||||||
| Earnings per common share, diluted | $ | 0.32 | $ | 0.17 | $ | 0.38 | $ | 0.49 | $ | 0.74 | ||||||||||
| Return on average assets (ROA) | 0.81 | % | 0.44 | % | 0.94 | % | 0.63 | % | 0.92 | % | ||||||||||
| Return on average equity (ROE) | 6.06 | % | 3.18 | % | 8.73 | % | 4.61 | % | 8.53 | % | ||||||||||
| Return on average tangible common equity (ROTCE) | 9.20 | % | 4.80 | % | 10.51 | % | 6.99 | % | 10.27 | % | ||||||||||
| Efficiency ratio (FTE) | 72.07 | % | 84.83 | % | 68.57 | % | 78.34 | % | 68.58 | % | ||||||||||
| Efficiency ratio - community bank segment (FTE) | 69.75 | % | 81.56 | % | 66.13 | % | 75.58 | % | 66.19 | % | ||||||||||
| Efficiency ratio - mortgage bank segment (FTE) | 128.53 | % | 186.04 | % | 91.11 | % | 153.31 | % | 92.10 | % | ||||||||||
| Net interest margin (FTE) | 4.09 | % | 4.14 | % | 4.18 | % | 4.11 | % | 4.21 | % | ||||||||||
| Net interest margin, core (FTE) (1) | 3.94 | % | 3.99 | % | 4.14 | % | 3.97 | % | 4.16 | % | ||||||||||
| Yields on earning assets (FTE) | 4.39 | % | 4.42 | % | 4.75 | % | 4.41 | % | 4.79 | % | ||||||||||
| Cost of interest-bearing liabilities (FTE) | 0.39 | % | 0.34 | % | 0.73 | % | 0.37 | % | 0.74 | % | ||||||||||
| Cost of funds | 0.30 | % | 0.28 | % | 0.57 | % | 0.30 | % | 0.58 | % | ||||||||||
| Key operating Ratios - excluding merger costs (non-GAAP) (3) | ||||||||||||||||||||
| Consolidated | ||||||||||||||||||||
| Operating net income | $ | 17,823 | $ | 16,831 | $ | 10,382 | $ | 34,654 | $ | 19,365 | ||||||||||
| Operating diluted earnings per share | $ | 0.38 | $ | 0.36 | $ | 0.42 | $ | 0.74 | $ | 0.78 | ||||||||||
| Operating return on average assets | 0.98 | % | 0.94 | % | 1.03 | % | 0.96 | % | 0.96 | % | ||||||||||
| Operating return on average equity | 7.30 | % | 6.84 | % | 9.58 | % | 7.07 | % | 8.95 | % | ||||||||||
| Operating return on average tangible common equity | 11.10 | % | 10.33 | % | 11.54 | % | 10.71 | % | 10.78 | % | ||||||||||
| Operating efficiency ratio (FTE) | 66.43 | % | 68.35 | % | 66.73 | % | 67.36 | % | 67.65 | % | ||||||||||
| Community Bank Segment | ||||||||||||||||||||
| Operating net income | $ | 18,425 | $ | 18,211 | $ | 10,088 | $ | 36,636 | $ | 18,892 | ||||||||||
| Operating diluted earnings per share | $ | 0.40 | $ | 0.39 | $ | 0.41 | $ | 0.79 | $ | 0.76 | ||||||||||
| Operating return on average assets | 1.02 | % | 1.02 | % | 1.01 | % | 1.02 | % | 0.95 | % | ||||||||||
| Operating return on average equity | 7.60 | % | 7.52 | % | 9.52 | % | 7.56 | % | 8.92 | % | ||||||||||
| Operating return on average tangible common equity | 11.59 | % | 11.44 | % | 11.51 | % | 11.52 | % | 10.80 | % | ||||||||||
| Operating efficiency ratio (FTE) | 63.88 | % | 64.57 | % | 64.09 | % | 64.22 | % | 65.17 | % | ||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| 06/30/14 | 03/31/14 | 06/30/13 | 06/30/14 | 06/30/13 | ||||||||||||||||
| Capital Ratios | ||||||||||||||||||||
| Tier 1 risk-based capital ratio (5) | 12.94 | % | 13.02 | % | 13.08 | % | 12.94 | % | 13.08 | % | ||||||||||
| Total risk-based capital ratio (5) | 13.57 | % | 13.70 | % | 14.37 | % | 13.57 | % | 14.37 | % | ||||||||||
| Leverage ratio (Tier 1 capital to average assets) (5) | 10.48 | % | 10.66 | % | 10.45 | % | 10.48 | % | 10.45 | % | ||||||||||
| Common equity to total assets | 13.37 | % | 13.47 | % | 10.56 | % | 13.37 | % | 10.56 | % | ||||||||||
| Tangible common equity to tangible assets | 9.23 | % | 9.29 | % | 8.92 | % | 9.23 | % | 8.92 | % | ||||||||||
| Per Share Data | ||||||||||||||||||||
| Earnings per common share, basic | $ | 0.32 | $ | 0.17 | $ | 0.38 | $ | 0.49 | $ | 0.74 | ||||||||||
| Earnings per common share, diluted | 0.32 | 0.17 | 0.38 | 0.48 | 0.74 | |||||||||||||||
| Cash dividends paid per common share | 0.14 | 0.14 | 0.13 | 0.28 | 0.26 | |||||||||||||||
| Market value per share | 25.65 | 25.42 | 20.59 | 25.65 | 20.59 | |||||||||||||||
| Book value per common share | 21.40 | 21.15 | 17.32 | 21.40 | 17.32 | |||||||||||||||
| Tangible book value per common share | 14.10 | 13.92 | 14.36 | 14.10 | 14.36 | |||||||||||||||
| Price to earnings ratio, diluted | 19.98 | 36.87 | 13.51 | 26.50 | 13.80 | |||||||||||||||
| Price to book value per common share ratio | 1.20 | 1.20 | 1.19 | 1.20 | 1.19 | |||||||||||||||
| Price to tangible common share ratio | 1.82 | 1.83 | 1.43 | 1.82 | 1.43 | |||||||||||||||
| Weighted average common shares outstanding, basic | 46,194,880 | 46,977,416 | 24,721,771 | 46,583,975 | 24,891,655 | |||||||||||||||
| Weighted average common shares outstanding, diluted | 46,296,870 | 47,080,661 | 24,802,231 | 46,686,592 | 24,961,431 | |||||||||||||||
| Common shares outstanding at end of period | 45,874,662 | 46,677,821 | 24,880,403 | 45,874,662 | 24,880,403 | |||||||||||||||
| Financial Condition | ||||||||||||||||||||
| Assets | $ | 7,307,080 | $ | 7,294,637 | $ | 4,056,557 | $ | 7,307,080 | $ | 4,056,557 | ||||||||||
| Loans, net of unearned income | 5,233,069 | 5,274,198 | 3,000,855 | 5,233,069 | 3,000,855 | |||||||||||||||
| Earning Assets | 6,460,753 | 6,469,151 | 3,722,199 | 6,460,753 | 3,722,199 | |||||||||||||||
| Goodwill | 296,876 | 296,876 | 59,400 | 296,876 | 59,400 | |||||||||||||||
| Core deposit intangibles, net | 36,479 | 38,935 | 13,821 | 36,479 | 13,821 | |||||||||||||||
| Deposits | 5,734,563 | 5,686,131 | 3,265,963 | 5,734,563 | 3,265,963 | |||||||||||||||
| Stockholders' equity | 976,969 | 982,513 | 428,429 | 976,969 | 428,429 | |||||||||||||||
| Tangible common equity | 643,614 | 646,702 | 355,208 | 643,614 | 355,208 | |||||||||||||||
| Averages | ||||||||||||||||||||
| Assets | $ | 7,274,730 | $ | 7,249,746 | $ | 4,037,696 | $ | 7,262,307 | $ | 4,047,372 | ||||||||||
| Loans, net of unearned income | 5,246,710 | 5,279,924 | 2,975,200 | 5,263,225 | 2,970,584 | |||||||||||||||
| Loans held for sale | 52,895 | 49,767 | 117,467 | 51,340 | 137,008 | |||||||||||||||
| Securities | 1,133,807 | 1,076,479 | 609,592 | 1,105,301 | 604,953 | |||||||||||||||
| Earning assets | 6,460,798 | 6,432,326 | 3,713,392 | 6,446,641 | 3,724,597 | |||||||||||||||
| Deposits | 5,693,096 | 5,645,961 | 3,265,128 | 5,669,658 | 3,274,728 | |||||||||||||||
| Certificates of deposit | 1,411,665 | 1,463,076 | 979,011 | 1,437,229 | 1,010,283 | |||||||||||||||
| Interest-bearing deposits | 4,543,661 | 4,686,438 | 2,608,408 | 4,551,416 | 2,631,535 | |||||||||||||||
| Borrowings | 550,514 | 549,663 | 299,115 | 550,091 | 300,223 | |||||||||||||||
| Interest-bearing liabilities | 5,094,175 | 5,236,101 | 2,907,523 | 5,101,507 | 2,931,758 | |||||||||||||||
| Stockholders' equity | 978,894 | 997,868 | 434,640 | 988,329 | 436,301 | |||||||||||||||
| Tangible common equity | 644,056 | 660,543 | 360,974 | 652,254 | 362,157 | |||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| 06/30/14 | 03/31/14 | 06/30/13 | 06/30/14 | 06/30/13 | ||||||||||||||||
| Asset Quality | ||||||||||||||||||||
| Allowance for Loan Losses (ALL) | ||||||||||||||||||||
| Beginning balance | $ | 30,907 | $ | 30,135 | $ | 34,415 | $ | 30,135 | $ | 34,916 | ||||||||||
| Add: Recoveries | 512 | 1,659 | 721 | 2,171 | 1,555 | |||||||||||||||
| Less: Charge-offs | 1,540 | 887 | 1,803 | 2,427 | 5,188 | |||||||||||||||
| Add: Provision for loan losses | 1,500 | - | 1,000 | 1,500 | 3,050 | |||||||||||||||
| Ending balance | $ | 31,379 | $ | 30,907 | $ | 34,333 | $ | 31,379 | $ | 34,333 | ||||||||||
| ALL / total outstanding loans | 0.60 | % | 0.59 | % | 1.14 | % | 0.60 | % | 1.14 | % | ||||||||||
| ALL / total outstanding loans, adjusted for acquisition accounting (2) | 1.11 | % | 1.09 | % | 1.29 | % | 1.11 | % | 1.29 | % | ||||||||||
| Net charge-offs / total outstanding loans | 0.08 | % | -0.06 | % | 0.14 | % | 0.01 | % | 0.24 | % | ||||||||||
| Provision / total outstanding loans | 0.11 | % | 0.00 | % | 0.13 | % | 0.06 | % | 0.20 | % | ||||||||||
| Nonperforming Assets | ||||||||||||||||||||
| Commercial | $ | 17,489 | $ | 11,362 | $ | 23,013 | $ | 17,489 | $ | 23,013 | ||||||||||
| Consumer | 5,610 | 3,360 | 4,009 | 5,610 | 4,009 | |||||||||||||||
| Nonaccrual loans | 23,099 | 14,722 | 27,022 | 23,099 | 27,022 | |||||||||||||||
| Other real estate owned | 38,494 | 35,487 | 35,153 | 38,494 | 35,153 | |||||||||||||||
| Total nonperforming assets (NPAs) | 61,593 | 50,209 | 62,175 | 61,593 | 62,175 | |||||||||||||||
| Commercial | 649 | 3,485 | 1,353 | 649 | 1,353 | |||||||||||||||
| Consumer | 6,221 | 3,720 | 4,938 | 6,221 | 4,938 | |||||||||||||||
| Loans ≥ 90 days and still accruing | 6,870 | 7,205 | 6,291 | 6,870 | 6,291 | |||||||||||||||
| Total nonperforming assets and loans ≥ 90 days | $ | 68,463 | $ | 57,414 | $ | 68,466 | $ | 68,463 | $ | 68,466 | ||||||||||
| NPAs / total outstanding loans | 1.18 | % | 0.95 | % | 2.07 | % | 1.18 | % | 2.07 | % | ||||||||||
| NPAs / total assets | 0.84 | % | 0.69 | % | 1.53 | % | 0.84 | % | 1.53 | % | ||||||||||
| ALL / nonperforming loans | 135.84 | % | 209.94 | % | 127.06 | % | 135.84 | % | 127.06 | % | ||||||||||
| ALL / nonperforming assets | 50.95 | % | 61.56 | % | 55.22 | % | 50.95 | % | 55.22 | % | ||||||||||
| Past Due Detail | ||||||||||||||||||||
| Commercial | $ | 3,369 | $ | 2,599 | $ | 1,093 | $ | 3,369 | $ | 1,093 | ||||||||||
| Consumer | 4,861 | 4,511 | 3,729 | 4,861 | 3,729 | |||||||||||||||
| Loans 60-89 days past due | $ | 8,230 | $ | 7,110 | $ | 4,822 | $ | 8,230 | $ | 4,822 | ||||||||||
| Commercial | $ | 5,518 | $ | 12,381 | $ | 7,392 | $ | 5,518 | $ | 7,392 | ||||||||||
| Consumer | 22,623 | 23,018 | 11,215 | 22,623 | 11,215 | |||||||||||||||
| Loans 30-59 days past due | $ | 28,141 | $ | 35,399 | $ | 18,607 | $ | 28,141 | $ | 18,607 | ||||||||||
| Commercial | $ | 114,893 | $ | 120,291 | $ | 3,039 | $ | 114,893 | $ | 3,039 | ||||||||||
| Consumer | 16,214 | 18,140 | 934 | 16,214 | 934 | |||||||||||||||
| Purchased impaired | $ | 131,107 | $ | 138,431 | $ | 3,973 | $ | 131,107 | $ | 3,973 | ||||||||||
| Troubled Debt Restructurings | ||||||||||||||||||||
| Performing | $ | 30,561 | $ | 37,195 | $ | 39,826 | $ | 30,561 | $ | 39,826 | ||||||||||
| Nonperforming | 3,610 | 7,090 | 13,210 | 3,610 | 13,210 | |||||||||||||||
| Total troubled debt restructurings | $ | 34,171 | $ | 44,285 | $ | 53,036 | $ | 34,171 | $ | 53,036 | ||||||||||
| Mortgage Origination Volume | ||||||||||||||||||||
| Refinance Volume | $ | 47,640 | $ | 45,322 | $ | 114,502 | $ | 92,962 | $ | 255,750 | ||||||||||
| Construction Volume | 39,441 | 32,103 | 34,425 | 71,544 | 60,613 | |||||||||||||||
| Purchase Volume | 108,039 | 71,635 | 149,257 | 179,674 | 249,982 | |||||||||||||||
| Total Mortgage loan originations | $ | 195,120 | $ | 149,060 | $ | 298,184 | $ | 344,181 | $ | 566,345 | ||||||||||
| % of originations that are refinances | 24.42 | % | 30.41 | % | 38.40 | % | 27.01 | % | 45.20 | % | ||||||||||
| Other Data | ||||||||||||||||||||
| End of period full-time employees | 1,511 | 1,628 | 1,044 | 1,511 | 1,044 | |||||||||||||||
| Number of full-service branches | 131 | 144 | 90 | 131 | 90 | |||||||||||||||
| Number of full automatic transaction machines (ATMs) | 200 | 210 | 155 | 200 | 155 | |||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| 06/30/14 | 03/31/14 | 06/30/13 | 06/30/14 | 06/30/13 | ||||||||||||||||
| Alternative Performance Measures (non-GAAP) | ||||||||||||||||||||
| Operating Earnings (3) | ||||||||||||||||||||
| Net Income (GAAP) | $ | 14,780 | $ | 7,815 | $ | 9,463 | $ | 22,595 | $ | 18,446 | ||||||||||
| Plus: Merger and conversion related expense, after tax | 3,043 | 9,016 | 919 | 12,059 | 919 | |||||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 17,823 | $ | 16,831 | $ | 10,382 | $ | 34,654 | $ | 19,365 | ||||||||||
| Operating earnings per share - Basic | $ | 0.38 | $ | 0.36 | $ | 0.42 | $ | 0.74 | $ | 0.78 | ||||||||||
| Operating earnings per share - Diluted | 0.38 | 0.36 | 0.42 | 0.74 | 0.78 | |||||||||||||||
| Operating ROA | 0.98 | % | 0.94 | % | 1.03 | % | 0.96 | % | 0.96 | % | ||||||||||
| Operating ROE | 7.30 | % | 6.84 | % | 9.58 | % | 7.07 | % | 8.95 | % | ||||||||||
| Operating ROTCE | 11.10 | % | 10.33 | % | 11.54 | % | 10.71 | % | 10.78 | % | ||||||||||
| Community Bank Segment Operating Earnings (3) | ||||||||||||||||||||
| Net Income (GAAP) | $ | 15,382 | $ | 9,195 | $ | 9,169 | $ | 24,577 | $ | 17,973 | ||||||||||
| Plus: Merger and conversion related expense, after tax | 3,043 | 9,016 | 919 | 12,059 | 919 | |||||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 18,425 | $ | 18,211 | $ | 10,088 | $ | 36,636 | $ | 18,892 | ||||||||||
| Operating earnings per share - Basic | $ | 0.40 | $ | 0.39 | $ | 0.41 | $ | 0.79 | $ | 0.76 | ||||||||||
| Operating earnings per share - Diluted | 0.40 | 0.39 | 0.41 | 0.79 | 0.76 | |||||||||||||||
| Operating ROA | 1.02 | % | 1.02 | % | 1.01 | % | 1.02 | % | 0.95 | % | ||||||||||
| Operating ROE | 7.60 | % | 7.52 | % | 9.52 | % | 7.56 | % | 8.92 | % | ||||||||||
| Operating ROTCE | 11.59 | % | 11.44 | % | 11.51 | % | 11.52 | % | 10.80 | % | ||||||||||
| Operating Efficiency Ratio FTE (3) | ||||||||||||||||||||
| Net Interest Income (GAAP) | $ | 63,715 | $ | 63,758 | $ | 37,403 | $ | 127,473 | $ | 75,157 | ||||||||||
| FTE adjustment | 2,101 | 1,946 | 1,295 | 4,065 | 2,551 | |||||||||||||||
| Net Interest Income (FTE) | $ | 65,816 | 65,704 | 38,698 | 131,538 | 77,708 | ||||||||||||||
| Noninterest Income (GAAP) | 16,704 | 14,200 | 11,299 | 30,904 | 21,133 | |||||||||||||||
| Noninterest Expense (GAAP) | $ | 59,475 | $ | 67,781 | $ | 34,283 | $ | 127,256 | $ | 67,783 | ||||||||||
| Merger and conversion related expense | 4,661 | 13,168 | 919 | 17,829 | 919 | |||||||||||||||
| Noninterest Expense (Non-GAAP) | $ | 54,814 | $ | 54,613 | $ | 33,364 | $ | 109,427 | $ | 66,864 | ||||||||||
| Operating Efficiency Ratio FTE (non-GAAP) | 66.43 | % | 68.35 | % | 66.73 | % | 67.36 | % | 67.65 | % | ||||||||||
| Community Bank Segment Operating Efficiency Ratio FTE (3) | ||||||||||||||||||||
| Net Interest Income (GAAP) | $ | 63,401 | $ | 63,526 | $ | 36,960 | $ | 126,927 | $ | 74,147 | ||||||||||
| FTE adjustment | 2,102 | 1,947 | 1,294 | 4,064 | 2,553 | |||||||||||||||
| Net Interest Income (FTE) | $ | 65,503 | 65,473 | 38,254 | 130,991 | 76,700 | ||||||||||||||
| Noninterest Income (GAAP) | 13,846 | 12,071 | 6,798 | 25,917 | 12,945 | |||||||||||||||
| Noninterest Expense (GAAP) | $ | 55,349 | $ | 63,242 | $ | 29,793 | $ | 118,591 | $ | 59,338 | ||||||||||
| Merger and conversion related expense | 4,661 | 13,168 | 919 | 17,829 | 919 | |||||||||||||||
| Noninterest Expense (Non-GAAP) | $ | 50,688 | $ | 50,074 | $ | 28,874 | $ | 100,762 | $ | 58,419 | ||||||||||
| Operating Efficiency Ratio FTE (non-GAAP) | 63.88 | % | 64.57 | % | 64.09 | % | 64.22 | % | 65.17 | % | ||||||||||
| Tangible Common Equity (4) | ||||||||||||||||||||
| Ending equity | $ | 976,969 | $ | 982,513 | $ | 428,429 | $ | 976,969 | $ | 428,429 | ||||||||||
| Less: Ending goodwill | 296,876 | 296,876 | 59,400 | 296,876 | 59,400 | |||||||||||||||
| Less: Ending core deposit intangibles | 36,479 | 38,935 | 13,821 | 36,479 | 13,821 | |||||||||||||||
| Ending tangible common equity | $ | 643,614 | $ | 646,702 | $ | 355,208 | $ | 643,614 | $ | 355,208 | ||||||||||
| Average equity | $ | 978,894 | $ | 997,868 | $ | 434,640 | $ | 988,329 | $ | 436,301 | ||||||||||
| Less: Average trademark intangible | - | - | - | - | 3 | |||||||||||||||
| Less: Average goodwill | 296,876 | 296,876 | 59,400 | 296,876 | 59,400 | |||||||||||||||
| Less: Average core deposit intangibles | 37,962 | 40,449 | 14,266 | 39,199 | 14,741 | |||||||||||||||
| Average tangible common equity | $ | 644,056 | $ | 660,543 | $ | 360,974 | $ | 652,254 | $ | 362,157 | ||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| 06/30/14 | 03/31/14 | 06/30/13 | 06/30/14 | 06/30/13 | ||||||||||||||||
| ALL to loans, adjusted for acquisition accounting (non-GAAP)(2) | ||||||||||||||||||||
| Allowance for loan losses | $ | 31,379 | $ | 30,907 | $ | 34,333 | $ | 31,379 | $ | 34,333 | ||||||||||
| Remaining credit mark on purchased performing loans | 25,632 | 25,515 | 4,251 | 25,632 | 4,251 | |||||||||||||||
| Adjusted allowance for loan losses | 57,011 | 56,422 | 38,584 | 57,011 | 38,584 | |||||||||||||||
| Loans, net of unearned income | 5,233,069 | 5,274,198 | 3,000,855 | 5,233,069 | 3,000,855 | |||||||||||||||
| Remaining credit mark on purchased performing loans | 25,632 | 25,515 | 4,251 | 25,632 | 4,251 | |||||||||||||||
| Less: Purchased credit impaired loans, net of credit mark | 131,107 | 138,431 | 3,973 | 131,107 | 3,973 | |||||||||||||||
| Adjusted loans, net of unearned income | $ | 5,127,594 | $ | 5,161,282 | $ | 3,001,133 | $ | 5,127,594 | $ | 3,001,133 | ||||||||||
| ALL / gross loans, adjusted for acquisition accounting | 1.11 | % | 1.09 | % | 1.29 | % | 1.11 | % | 1.29 | % | ||||||||||
(1) The core net interest margin, fully taxable equivalent (“FTE”) excludes the impact of acquisition accounting accretion and amortization adjustments in net interest income.
(2) The allowance for loan losses, adjusted for acquisition accounting (non-GAAP) ratio includes an adjustment for the credit mark on purchased performing loans. The purchased performing loans are reported net of the related credit mark in loans, net of unearned income, on the Company’s
Consolidated Balance Sheet; therefore, the credit mark is added back to the balance to represent the total loan portfolio. The adjusted allowance for loan losses, including the credit mark, represents the total reserve on the Company’s loan portfolio. The PCI loans, net of the respective credit mark, are removed from the loans, net of unearned income, as these loans are not covered by the allowance established by the Company unless changes in expected cash flows indicate that one of the PCI loan pools are impaired, at which time an allowance for PCI loans will be established. GAAP requires the acquired allowance for loan losses not be carried over in an acquisition or merger. The Company believes the presentation of the allowance for loan losses, adjusted for acquisition accounting ratio is useful to investors because the acquired loans were purchased at a market discount with no allowance for loan losses carried over to the Company, and the credit mark on the purchased performing loans represents the allowance associated with those purchased loans. The Company believes that this measure is a better reflection of the reserves on the Company’s loan portfolio.
(3) The Company has provided supplemental performance measures which the Company believes may be useful to investors as they exclude non-operating adjustments resulting from acquisition and allow investors to see the combined economic results of the organization. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be viewed as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies.
(4) Tangible common equity is used in the calculation of certain capital and per share ratios. The Company believes tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.
(5) June 30, 2014 ratios are estimates and subject to change pending the filing of the FR Y9-C. All other periods presented as filed.
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
| June 30, | December 31, | |||||||
| 2014 | 2013 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents: | ||||||||
| Cash and due from banks | $ | 136,799 | $ | 66,090 | ||||
| Interest-bearing deposits in other banks | 21,769 | 6,781 | ||||||
| Money market investments | 1 | 1 | ||||||
| Federal funds sold | 311 | 151 | ||||||
| Total cash and cash equivalents | 158,880 | 73,023 | ||||||
| Securities available for sale, at fair value | 1,094,777 | 677,348 | ||||||
| Restricted stock, at cost | 47,204 | 26,036 | ||||||
| Loans held for sale, net | 63,622 | 53,185 | ||||||
| Loans, net of unearned income | 5,233,069 | 3,039,368 | ||||||
| Less allowance for loan losses | 31,379 | 30,135 | ||||||
| Net loans | 5,201,690 | 3,009,233 | ||||||
| Bank premises and equipment, net | 145,662 | 82,815 | ||||||
| Other real estate owned, net of valuation allowance | 38,494 | 34,116 | ||||||
| Core deposit intangibles, net | 36,479 | 11,980 | ||||||
| Goodwill | 296,876 | 59,400 | ||||||
| Other assets | 223,396 | 149,435 | ||||||
| Total assets | $ | 7,307,080 | $ | 4,176,571 | ||||
| LIABILITIES | ||||||||
| Noninterest-bearing demand deposits | 1,198,919 | 691,674 | ||||||
| Interest-bearing deposits | 4,535,644 | 2,545,168 | ||||||
| Total deposits | 5,734,563 | 3,236,842 | ||||||
| Securities sold under agreements to repurchase | 42,276 | 52,455 | ||||||
| Other short-term borrowings | 200,000 | 211,500 | ||||||
| Long-term borrowings | 298,786 | 199,359 | ||||||
| Other liabilities | 54,486 | 38,176 | ||||||
| Total liabilities | 6,330,111 | 3,738,332 | ||||||
| Commitments and contingencies | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common stock, $1.33 par value, shares authorized 100,000,000 and 36,000,000, respectively; issued and outstanding, 45,874,662 shares and 24,976,434 shares, respectively. | 60,731 | 33,020 | ||||||
| Surplus | 659,179 | 170,770 | ||||||
| Retained earnings | 246,178 | 236,639 | ||||||
| Accumulated other comprehensive income (loss) | 10,881 | (2,190 | ) | |||||
| Total stockholders' equity | 976,969 | 438,239 | ||||||
| Total liabilities and stockholders' equity | $ | 7,307,080 | $ | 4,176,571 | ||||
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Interest and dividend income: | ||||||||||||||||
| Interest and fees on loans | $ | 61,386 | $ | 38,687 | $ | 122,655 | $ | 77,912 | ||||||||
| Interest on Federal funds sold | - | - | - | 1 | ||||||||||||
| Interest on deposits in other banks | 9 | 6 | 21 | 11 | ||||||||||||
| Interest and dividends on securities: | ||||||||||||||||
| Taxable | 3,860 | 1,939 | 7,508 | 4,008 | ||||||||||||
| Nontaxable | 3,379 | 2,054 | 6,658 | 4,041 | ||||||||||||
| Total interest and dividend income | 68,634 | 42,686 | 136,842 | 85,973 | ||||||||||||
| Interest expense: | ||||||||||||||||
| Interest on deposits | 2,550 | 3,701 | 4,806 | 7,663 | ||||||||||||
| Interest on federal funds purchased | 23 | 21 | 46 | 36 | ||||||||||||
| Interest on short-term borrowings | 146 | 54 | 265 | 108 | ||||||||||||
| Interest on long-term borrowings | 2,200 | 1,507 | 4,252 | 3,009 | ||||||||||||
| Total interest expense | 4,919 | 5,283 | 9,369 | 10,816 | ||||||||||||
| Net interest income | 63,715 | 37,403 | 127,473 | 75,157 | ||||||||||||
| Provision for loan losses | 1,500 | 1,000 | 1,500 | 3,050 | ||||||||||||
| Net interest income after provision for loan losses | 62,215 | 36,403 | 125,973 | 72,107 | ||||||||||||
| Noninterest income: | ||||||||||||||||
| Service charges on deposit accounts | 4,525 | 2,346 | 8,822 | 4,618 | ||||||||||||
| Other service charges, commissions and fees | 5,412 | 3,222 | 10,083 | 6,029 | ||||||||||||
| Gains (losses) on securities transactions, net | 426 | 53 | 455 | 42 | ||||||||||||
| Gains on sales of mortgage loans, net of commissions | 3,030 | 4,668 | 5,328 | 8,520 | ||||||||||||
| Losses on sales of bank premises | (71 | ) | (34 | ) | (304 | ) | (330 | ) | ||||||||
| Other operating income | 3,382 | 1,044 | 6,520 | 2,254 | ||||||||||||
| Total noninterest income | 16,704 | 11,299 | 30,904 | 21,133 | ||||||||||||
| Noninterest expenses: | ||||||||||||||||
| Salaries and benefits | 28,040 | 17,912 | 57,666 | 35,878 | ||||||||||||
| Occupancy expenses | 5,102 | 2,764 | 10,282 | 5,619 | ||||||||||||
| Furniture and equipment expenses | 2,637 | 1,741 | 5,505 | 3,585 | ||||||||||||
| Communications expense | 1,351 | 675 | 2,450 | 1,372 | ||||||||||||
| Technology and data processing | 2,792 | 2,021 | 5,866 | 3,765 | ||||||||||||
| Professional services | 1,442 | 663 | 2,497 | 1,387 | ||||||||||||
| Marketing and advertising expense | 1,692 | 1,108 | 2,757 | 2,160 | ||||||||||||
| FDIC assessment premiums and other insurance | 1,593 | 756 | 2,986 | 1,546 | ||||||||||||
| OREO and credit-related expenses | 2,244 | 984 | 3,694 | 1,558 | ||||||||||||
| Amortization of intangible assets | 2,455 | 921 | 5,071 | 1,990 | ||||||||||||
| Acquisition and conversion costs | 4,661 | 919 | 17,829 | 919 | ||||||||||||
| Other expenses | 5,466 | 3,819 | 10,653 | 8,004 | ||||||||||||
| Total noninterest expenses | 59,475 | 34,283 | 127,256 | 67,783 | ||||||||||||
| Income before income taxes | 19,444 | 13,419 | 29,621 | 25,457 | ||||||||||||
| Income tax expense | 4,664 | 3,956 | 7,026 | 7,011 | ||||||||||||
| Net income | $ | 14,780 | $ | 9,463 | $ | 22,595 | $ | 18,446 | ||||||||
| Earnings per common share, basic | $ | 0.32 | $ | 0.38 | $ | 0.49 | $ | 0.74 | ||||||||
| Earnings per common share, diluted | $ | 0.32 | $ | 0.38 | $ | 0.48 | $ | 0.74 | ||||||||
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
(Dollars in thousands)
| Community Bank | Mortgage | Eliminations | Consolidated | |||||||||||||
| Three Months Ended June 30, 2014 | ||||||||||||||||
| Net interest income | $ | 63,401 | $ | 314 | $ | - | $ | 63,715 | ||||||||
| Provision for loan losses | 1,500 | - | - | 1,500 | ||||||||||||
| Net interest income after provision for loan losses | 61,901 | 314 | - | 62,215 | ||||||||||||
| Noninterest income | 13,846 | 3,028 | (170 | ) | 16,704 | |||||||||||
| Noninterest expenses | 55,349 | 4,296 | (170 | ) | 59,475 | |||||||||||
| Income (loss) before income taxes | 20,398 | (954 | ) | - | 19,444 | |||||||||||
| Income tax expense (benefit) | 5,016 | (352 | ) | - | 4,664 | |||||||||||
| Net income (loss) | $ | 15,382 | $ | (602 | ) | $ | - | $ | 14,780 | |||||||
| Plus: Merger and conversion related expense, after tax | 3,043 | - | - | 3,043 | ||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 18,425 | $ | (602 | ) | $ | - | $ | 17,823 | |||||||
| Total assets | $ | 7,305,078 | $ | 77,299 | $ | (75,297 | ) | $ | 7,307,080 | |||||||
| Three Months Ended June 30, 2013 | ||||||||||||||||
| Net interest income | $ | 36,960 | $ | 443 | $ | - | $ | 37,403 | ||||||||
| Provision for loan losses | 1,000 | - | - | 1,000 | ||||||||||||
| Net interest income after provision for loan losses | 35,960 | 443 | - | 36,403 | ||||||||||||
| Noninterest income | 6,798 | 4,668 | (167 | ) | 11,299 | |||||||||||
| Noninterest expenses | 29,793 | 4,657 | (167 | ) | 34,283 | |||||||||||
| Income before income taxes | 12,965 | 454 | - | 13,419 | ||||||||||||
| Income tax expense | 3,796 | 160 | - | 3,956 | ||||||||||||
| Net income | $ | 9,169 | $ | 294 | $ | - | $ | 9,463 | ||||||||
| Plus: Merger and conversion related expense, after tax | 919 | - | - | 919 | ||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 10,088 | $ | 294 | $ | - | $ | 10,382 | ||||||||
| Total assets | $ | 4,045,163 | $ | 121,392 | $ | (109,998 | ) | $ | 4,056,557 | |||||||
| Six Months Ended June 30, 2014 | ||||||||||||||||
| Net interest income | $ | 126,927 | $ | 546 | $ | - | $ | 127,473 | ||||||||
| Provision for loan losses | 1,500 | - | - | 1,500 | ||||||||||||
| Net interest income after provision for loan losses | 125,427 | 546 | - | 125,973 | ||||||||||||
| Noninterest income | 25,917 | 5,328 | (341 | ) | 30,904 | |||||||||||
| Noninterest expenses | 118,591 | 9,006 | (341 | ) | 127,256 | |||||||||||
| Income before income taxes | 32,753 | (3,132 | ) | - | 29,621 | |||||||||||
| Income tax expense | 8,176 | (1,150 | ) | - | 7,026 | |||||||||||
| Net income | $ | 24,577 | $ | (1,982 | ) | $ | - | $ | 22,595 | |||||||
| Plus: Merger and conversion related expense, after tax | 12,059 | - | - | 12,059 | ||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 36,636 | $ | (1,982 | ) | $ | - | $ | 34,654 | |||||||
| Total assets | $ | 7,305,078 | $ | 77,299 | $ | (75,297 | ) | $ | 7,307,080 | |||||||
| Six Months Ended June 30, 2013 | ||||||||||||||||
| Net interest income | $ | 74,147 | $ | 1,010 | $ | - | $ | 75,157 | ||||||||
| Provision for loan losses | 3,050 | - | - | 3,050 | ||||||||||||
| Net interest income after provision for loan losses | 71,097 | 1,010 | - | 72,107 | ||||||||||||
| Noninterest income | 12,945 | 8,522 | (334 | ) | 21,133 | |||||||||||
| Noninterest expenses | 59,338 | 8,779 | (334 | ) | 67,783 | |||||||||||
| Income before income taxes | 24,704 | 753 | - | 25,457 | ||||||||||||
| Income tax expense | 6,731 | 280 | - | 7,011 | ||||||||||||
| Net income | $ | 17,973 | $ | 473 | $ | - | $ | 18,446 | ||||||||
| Plus: Merger and conversion related expense, after tax | 919 | - | - | 919 | ||||||||||||
| Net operating earnings (loss) (non-GAAP) | $ | 18,892 | $ | 473 | $ | - | $ | 19,365 | ||||||||
| Total assets | $ | 4,045,163 | $ | 121,392 | $ | (109,998 | ) | $ | 4,056,557 | |||||||
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
| For the quarter ended | ||||||||||||||||||||||||
| June 30, 2014 | March 31, 2014 | |||||||||||||||||||||||
| Average Balance | Interest Income / Expense | Yield / Rate (1) | Average Balance | Interest Income / Expense | Yield / Rate (1) | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Securities: | ||||||||||||||||||||||||
| Taxable | $ | 727,829 | $ | 3,860 | 2.13 | % | $ | 683,620 | $ | 3,648 | 2.16 | % | ||||||||||||
| Tax-exempt | 405,978 | 5,198 | 5.14 | % | 392,859 | 5,044 | 5.21 | % | ||||||||||||||||
| Total securities | 1,133,807 | 9,058 | 3.20 | % | 1,076,479 | 8,692 | 3.27 | % | ||||||||||||||||
| Loans, net (2) (3) | 5,246,710 | 61,125 | 4.67 | % | 5,279,924 | 61,033 | 4.69 | % | ||||||||||||||||
| Loans held for sale | 52,895 | 543 | 4.12 | % | 49,767 | 417 | 3.40 | % | ||||||||||||||||
| Federal funds sold | 522 | - | 0.17 | % | 268 | - | 0.17 | % | ||||||||||||||||
| Money market investments | 1 | - | 0.00 | % | 1 | - | 0.00 | % | ||||||||||||||||
| Interest-bearing deposits in other banks | 26,863 | 9 | 0.13 | % | 25,887 | 12 | 0.19 | % | ||||||||||||||||
| Total earning assets | 6,460,798 | 70,735 | 4.39 | % | 6,432,326 | 70,154 | 4.42 | % | ||||||||||||||||
| Allowance for loan losses | (30,822 | ) | (30,925 | ) | ||||||||||||||||||||
| Total non-earning assets | 844,754 | 848,345 | ||||||||||||||||||||||
| Total assets | $ | 7,274,730 | $ | 7,249,746 | ||||||||||||||||||||
| Liabilities and Stockholders' Equity: | ||||||||||||||||||||||||
| Interest-bearing deposits: | ||||||||||||||||||||||||
| Transaction and money market accounts | $ | 2,574,630 | 1,150 | 0.18 | % | $ | 2,674,485 | 1,138 | 0.17 | % | ||||||||||||||
| Regular savings | 557,366 | 264 | 0.19 | % | 548,877 | 247 | 0.18 | % | ||||||||||||||||
| Time deposits (4) | 1,411,665 | 1,136 | 0.32 | % | 1,463,076 | 871 | 0.24 | % | ||||||||||||||||
| Total interest-bearing deposits | 4,543,661 | 2,550 | 0.23 | % | 4,686,438 | 2,256 | 0.20 | % | ||||||||||||||||
| Other borrowings (5) | 550,514 | 2,369 | 1.73 | % | 549,663 | 2,194 | 1.62 | % | ||||||||||||||||
| Total interest-bearing liabilities | 5,094,175 | 4,919 | 0.39 | % | 5,236,101 | 4,450 | 0.34 | % | ||||||||||||||||
| Noninterest-bearing liabilities: | ||||||||||||||||||||||||
| Demand deposits | 1,149,435 | 959,523 | ||||||||||||||||||||||
| Other liabilities | 52,226 | 56,254 | ||||||||||||||||||||||
| Total liabilities | 6,295,836 | 6,251,878 | ||||||||||||||||||||||
| Stockholders' equity | 978,894 | 997,868 | ||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 7,274,730 | $ | 7,249,746 | ||||||||||||||||||||
| Net interest income | $ | 65,816 | $ | 65,704 | ||||||||||||||||||||
| Interest rate spread (6) | 4.00 | % | 4.08 | % | ||||||||||||||||||||
| Interest expense as a percent of average earning assets | 0.30 | % | 0.28 | % | ||||||||||||||||||||
| Net interest margin (7) | 4.09 | % | 4.14 | % | ||||||||||||||||||||
(1) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.
(2) Nonaccrual loans are included in average loans outstanding.
(3) Interest income on loans includes $219 thousand and $546 thousand for the three month periods ended June 30, 2014 and March 31, 2014 in accretion of the fair market value adjustments related to the acquisitions.
(4) Interest expense on certificates of deposits includes $2.5 million and $2.9 million for the three month periods ended June 30, 2014 and March 31, 2014, respectively, in accretion of the fair market value adjustments related to the acquisitions.
(5) Interest expense on borrowings includes $75 thousand for both the three month periods ended June 30, 2014 and March 31, 2014, respectively, in amortization of the fair market value adjustments related to acquisitions.
(6) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%.
(7) Core net interest margin excludes purchase accounting adjustments and was 3.94% and 3.99% for the three months ended June 30, 2014 and March 31, 2014.