Union First Market Bankshares Reports First Quarter Results

RICHMOND, Va., April 23, 2013 /PRNewswire/ -- Union First Market Bankshares Corporation (the "Company") (NASDAQ: UBSH) today reported net income of $9.0 million and earnings per share of $0.36 for its first quarter ended March 31, 2013.  The quarterly results represent an increase of $1.1 million, or 13.4%, in net income from the same quarter of the prior year and a decrease of $459,000, or 4.9%, from the quarter ended December 31, 2012.  Reported earnings per share of $0.36 for the current quarter increased $0.05, or 16.1%, from the prior year's first quarter and declined $0.01 from the most recent quarter. 

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"Union First Market Bankshares delivered another solid quarter of financial results for our shareholders as we remain committed to achieving top quartile financial performance and providing our shareholders with above average returns on their investment over the long term," said G. William Beale, chief executive officer of Union First Market Bankshares.  "While the macroeconomic climate remained uneven during the quarter, the Company's growth strategy and efforts to improve financial performance continued to deliver results.  Our community bank segment reported earnings growth on a linked quarter and year-over-year basis driven by continued loan and deposit growth, asset quality improvements as well as incremental results from our efficiency ratio improvement efforts.  The Company's mortgage banking segment reported lower earnings as compared to the prior quarter's record quarterly earnings levels driven by seasonally lower mortgage loan originations and the impact of our proactive efforts to improve the mortgage segment's operating capabilities and profitability which are expected to deliver bottom line benefits in the second half of 2013.  Union increased the Company's dividend for the fourth consecutive quarter and repurchased 500,000 shares as part of our commitment to shareholder returns and effective capital management.  Overall, 2013 is off to a solid start and we expect to make additional progress towards our top tier financial performance objectives over the next several quarters."

Select highlights: 

• The Company earned a Return on Average Equity ("ROE") of 8.32% for the quarter ended March 31, 2013 compared to ROE of 7.51% and 8.41% for the same quarter of the prior year and the fourth quarter of 2012, respectively.    
• The Company earned a Return on Average Assets ("ROA") of 0.90% for the quarter ended March 31, 2013 compared to ROA of 0.82% and 0.93% for the same quarter of the prior year and the fourth quarter of 2012, respectively.   
• Loan demand continued to improve with an increase in average loans outstanding of $136.0 million, or 4.8% from March 31, 2012 to March 31, 2013.  From the quarter ended December 31, 2012, average loans increased $30.7 million, an annualized growth rate of 4.2%. 
• Average deposit balances increased $116.8 million, or 3.7% from March 31, 2012 to March 31, 2013.  From the quarter ended December 31, 2012, average deposits increased $32.1 million, an annualized growth rate of 3.9%. In addition, the Company added 1,034 core household accounts during the quarter, an annualized growth rate of 3.5% from March 31, 2012 and 4.4% from year end. 
• Nonperforming assets ("NPAs") decreased $21.2 million, or 26.5%, compared to the same period a year ago and decreased $100,000, or 0.2%, from the fourth quarter of last year.  NPAs as a percentage of total outstanding loans declined 84 basis points from 2.82% a year earlier and 1 basis point from 1.99% last quarter to 1.98%.   
• During the first quarter, the Company's Board of Directors authorized a share repurchase program to purchase up to 750,000 shares of the Company's common stock on the open market or in private transactions.  In March, the Company repurchased and retired 500,000 shares under this authorization.

NET INTEREST INCOME

On a linked quarter basis, tax-equivalent net interest income was $39.0 million, a decrease of $1.2 million, or 3.1%, from the fourth quarter of 2012.  This decrease was principally due to the impact of the lower day count (approximately $870,000) and lower net interest margin in the current quarter.  The first quarter tax-equivalent net interest margin declined by 6 basis points to 4.23% from 4.29% in the previous quarter.  The change in net interest margin was principally attributable to the continued decline in net accretion on the acquired net earning assets (2 bps) and lower investment and loan yields outpacing the reduction in the cost of interest-bearing liabilities (4 bps).  Loan yields continued to be negatively affected by the low rate environment as new and renewed loans were originated and repriced at lower rates. Yields on investment securities were impacted by faster prepayments on mortgage-backed securities and lower reinvestment rates during the quarter, offset by a shift in mix from taxable securities to higher yielding tax-exempt securities.  The cost of interest-bearing liabilities declined during the quarter driven by the continued shift in mix from time deposits into low cost deposit categories.

For the three months ended March 31, 2013, tax-equivalent net interest income decreased $380,000, or 1.0%, when compared to the same period last year.  The tax-equivalent net interest margin decreased by 21 basis points to 4.23% from 4.44% in the prior year.  The decline in net interest margin was principally due to the continued decline in accretion on the acquired net earning assets (11 bps) and declines in earning asset yields exceeding the reduction in interest-bearing liabilities rates paid (10 bps).  Lower earning asset interest income was principally due to lower yields on loans as new and renewed loans were originated and repriced at lower rates, faster prepayments on mortgage backed securities, and cash flows from securities investments reinvested at lower yields.  The decline in the cost of interest-bearing liabilities from the prior year's first quarter was driven by a shift in mix from time deposits to low cost deposits, reductions in deposit rates and lower wholesale borrowing costs.

The Company believes that its net interest margin will continue to 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 2013 and remaining estimated discount/premium and net accretion impact are reflected in the following table (dollars in thousands):

ASSET QUALITY/LOAN LOSS PROVISION

Overview
During the first quarter, the Company continued to reduce the levels of past due loans, impaired loans, and troubled debt restructurings. Nonperforming assets decreased significantly from the same quarter last year while remaining relatively flat from the prior quarter.  Net charge-offs and the related ratio of net charge-offs to total loans decreased from the prior quarter and from the same quarter of the previous year.  These reductions demonstrate that the Company's efforts to manage problem loans have been effective.  The allowance to nonperforming loans coverage ratio has continued to increase and is at its highest level since the fourth quarter of 2008.  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.

Nonperforming Assets ("NPAs")
At March 31, 2013, nonperforming assets totaled $58.9 million, a decline of $21.2 million, or 26.5%, from a year ago and a decrease of $100,000, or 0.2%, from the fourth quarter of last year.  In addition, NPAs as a percentage of total outstanding loans declined 84 basis points from 2.82% a year earlier and 1 basis point from 1.99% last quarter to 1.98% in the current quarter. 

Nonperforming assets at March 31, 2013 included $23.0 million in nonaccrual loans (excluding purchased impaired loans), a net decrease of $19.4 million, or 45.8%, from March 31, 2012 and a reduction of $3.2 million, or 12.2%, from the prior quarter.  The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):  

The following table presents the composition of nonaccrual loans (excluding purchased impaired loans) and the coverage ratio, which is the allowance for loan losses expressed as a percentage of nonaccrual loans, at the quarter ended (dollars in thousands):

Nonperforming assets at March 31, 2013 also included $35.9 million in OREO, a decrease of $1.8 million, or 4.8%, from the prior year and a net increase of $3.1 million, or 9.5%, from the prior quarter.  The following table shows the activity in OREO for the quarter ended (dollars in thousands):

The additions to OREO were principally related to commercial real estate, raw land, and closed branch property; sales from OREO were principally related to residential real estate.

The following table presents the composition of the OREO portfolio at the quarter ended (dollars in thousands):

Included in land development is $9.2 million related to a residential community in the Northern Neck region of Virginia, which includes developed residential lots, a golf course, and undeveloped land.  Foreclosed properties were adjusted to their fair values at the time of each foreclosure and any losses were taken as loan charge-offs against the allowance for loan losses at that time.  OREO asset valuations are also evaluated at least quarterly by the Bank's Special Asset Loan Committee and any necessary write downs to fair values are recorded as impairment. 

Past Due Loans
At March 31, 2013, total accruing past due loans were $24.7 million, or 0.83% of total loans, a decrease from $41.0 million, or 1.44% of total loans, a year ago and from $32.4 million, or 1.09% of total loans, at December 31, 2012.  The favorable trend in decreased past due loans is a result of management's diligence in handling problem loans and an improving economy.

Charge-offs
For the quarter ended March 31, 2013, net charge-offs of loans were $2.6 million, or 0.35% on an annualized basis, compared to $2.8 million, or 0.39%, for the same quarter last year and $8.3 million, or 1.11%, for the fourth quarter of 2012.  Of the $2.6 million in net charge-offs in the current quarter, $1.9 million, or 73%, related to impaired loans specifically reserved for in the prior period.  Net charge-offs in the current quarter included commercial loans of $2.0 million. 

Provision
The provision for loan losses for the current quarter was $2.1 million, a decrease of $1.4 million from the same quarter a year ago and a decrease of $1.2 million from the previous quarter.  The decline in provision for loan losses in the current quarter compared to the prior periods is driven by improving asset quality and lower levels of net charge-offs.  The provision to loans ratio for the quarter ended March 31, 2013 was 0.28% on an annualized basis compared to 0.50% for the same quarter a year ago and to 0.44% last quarter.

Allowance for Loan Losses
The allowance for loan losses ("ALLL") as a percentage of the total loan portfolio, adjusted for acquired loans (non-GAAP), was 1.36% at March 31, 2013, a decrease from 1.77% at March 31, 2012 and 1.40% from the prior quarter.  In acquisition accounting, there is no carryover of previously established allowance for loan losses.  The allowance for loan losses as a percentage of the total loan portfolio was 1.16% at March 31, 2013, 1.41% at March 31, 2012, and 1.18% at December 31, 2012.  The decrease in the allowance and related ratios was primarily attributable to the charge-off of impaired loans specifically reserved for in prior periods as shown in the following table and improving credit quality metrics:

The Company continued to see favorable trends in both past due loans and impaired loans during the current quarter.  Past due loans have decreased, as previously described, and impaired loans (individually and collectively evaluated for impairment) have declined from $242.7 million at March 31, 2012 and from $155.4 million at December 31, 2012 to $145.7 million at March 31, 2013.  The nonaccrual loan coverage ratio improved to the highest level since the fourth quarter of 2008, as it increased to 149.4% at March 31, 2013 from 94.8% the same quarter last year and from 133.2% at December 31, 2012.  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 in assessing the adequacy of the allowance for loan losses. 

Troubled Debt Restructurings ("TDRs")
The total recorded investment in TDRs as of March 31, 2013 was $54.7 million, a decline of $45.1 million, or 45.2%, from $99.8 million at March 31, 2012 and a decrease of $8.8 million, or 13.9%, from $63.5 million at December 31, 2012.  Of the $54.7 million of TDRs at March 31, 2013, $42.7 million, or 78.1%, were considered performing while the remaining $12.0 million were considered nonperforming.  The decline in the TDR balance from the prior quarter is attributable to $3.8 million being removed from TDR status, $6.0 million in net payments, and $900,000 in charge-offs, partially offset by additions of $1.9 million.  Loans removed from TDR status represent restructured loans with a market rate of interest at the time of the restructuring, which were performing in accordance with their modified terms for a consecutive twelve month period and that were no longer considered impaired. 

The following table shows the Company's performing and nonperforming TDRs by modification type for the quarter ended (dollars in thousands):

NONINTEREST INCOME

On a linked quarter basis, noninterest income decreased $2.0 million, or 16.9%, to $9.8 million from $11.8 million in the fourth quarter.  Service charges on deposit accounts and other account fees decreased $95,000 primarily related to lower overdraft and related fees, while gains on securities decreased $196,000 from the prior quarter.  Gains on sales of mortgage loans, net of commissions, decreased $1.4 million, or 27.3%, as mortgage loan originations decreased by $63.6 million, or 19.2%, in the current quarter to $268.2 million from $331.8 million in the fourth quarter.   Losses on bank premises increased $264,000 largely due to the write down of a former branch location in the current quarter.  Excluding mortgage segment operations, noninterest income decreased $503,000, or 7.6%.

For the quarter ended March 31, 2013, noninterest income increased $1.4 million, or 16.0%, to $9.8 million from $8.5 million in the prior year's first quarter.  Service charges on deposit accounts and other account fees increased $377,000, or 8.0%, driven by overdraft and return check fee income, interchange fees and higher brokerage commission volume.  Gains on sales of mortgage loans, net of commissions, increased $1.1 million, or 39.3%, due to higher origination volumes, primarily a result of additional loan originators hired in 2012.  Losses on bank premises increased $265,000 due to the write down of a former branch location in the current quarter.  Excluding mortgage segment operations, noninterest income increased $320,000, or 5.5%, from the same period a year ago.

NONINTEREST EXPENSE

On a linked quarter basis, noninterest expense decreased $835,000, or 2.4%, to $33.5 million from $34.3 million when compared to the fourth quarter.  Salaries and benefit expense increased $346,000 primarily due to timing of annual merit increases and seasonal increases in payroll taxes during the first quarter.  Conversely, occupancy expenses decreased $294,000 partly due to branch closures previously announced in the fourth quarter.  In addition, OREO and credit-related costs decreased $792,000 due to gains of $284,000 recorded during the current quarter compared to a valuation adjustment of $301,000 and seasonal real-estate tax payments in the prior quarter.  The Company reviews the carrying value of OREO on a quarterly basis and records valuation reserves as necessary based on current available information.  Excluding mortgage segment operations, noninterest expense decreased $653,000, or 2.2%, compared to the fourth quarter.

For the quarter ended March 31, 2013, noninterest expense increased $1.2 million, or 3.8%, to $33.5 million from $32.3 million for the first quarter of 2012.  Salaries and benefits expenses increased $990,000 primarily related to the costs associated with the addition of mortgage loan originators and support personnel in 2012 and management incentive payments related to higher earnings.  Occupancy expenses increased $208,000 primarily due to the addition of mortgage offices in 2012 and increases in branch lease costs.  These increases were offset by lower OREO and credit-related costs of $353,000 from the prior year's first quarter due to gains on sales of OREO recorded in the current quarter coupled with declines in problem loan related legal fees as asset quality continues to improve.  Other operating expenses were higher by $306,000, primarily related to higher customer related printing and postage costs, FDIC assessments, and other miscellaneous costs.  Partially offsetting these increases were lower data processing costs, marketing and advertising, and amortization of intangible assets.  Excluding mortgage segment operations, noninterest expense decreased $139,000, or 0.5%, compared to the first quarter of 2012.

BALANCE SHEET

At March 31, 2013, total assets were $4.1 billion, a decrease of $44.7 million from December 31, 2012, and an increase of $103.3 million from March 31, 2012.  Total cash and cash equivalents were $76.9 million at March 31, 2013, a decrease of $34.3 million from the same period last year, and a decrease of $6.0 million from December 31, 2012.  Investment in securities decreased $38.6 million, or 6.2%, from $621.8 million at March 31, 2012 to $583.2 million at March 31, 2013, and decreased $2.2 million from December 31, 2012.  Mortgage loans held for sale were $127.1 million, an increase of $53.5 million from March 31, 2012, a decline of $40.6 million from December 31, 2012.

At March 31, 2013, loans (net of unearned income) were $3.0 billion, an increase of $131.8 million, or 4.6% from March 31, 2012, and an increase of $6.7 million, or 0.2%, from December 31, 2012.  Average loans, net of unearned income, increased $136.0 million, or 4.8% from March 31, 2012 to March 31, 2013.  From the quarter ended December 31, 2012, average loans increased $30.7 million, an annualized growth rate of 4.2%.  The growth in average loans from the prior quarter was concentrated in commercial loans, increasing $25.1 million, and construction loans, increasing $5.7 million.

As of March 31, 2013, total deposits were $3.3 billion, an increase of $96.0 million, or 3.0%, when compared to March 31, 2012, and an increase of $14.0 million from December 31, 2012.  Average deposits increased $116.8 million, or 3.7% from March 31, 2012 to March 31, 2013.  From the quarter ended December 31, 2012, average deposits increased $32.1 million, an annualized growth rate of 3.9%.  Average deposits growth was driven by growth in low cost deposits, which increased $56.6 million, as average balances in time deposit accounts declined $24.5 million during the current quarter.

Net short term borrowing declined as a result of lower loans held for sale funding requirements during the quarter.  During the third quarter of 2012, the Company modified its fixed rate convertible Federal Home Loan Bank of Atlanta ("FHLB") advances to floating rate advances, which resulted in reducing the Company's FHLB borrowing costs.  In connection with this modification, the Company incurred a prepayment penalty of $19.6 million which is being amortized, as a component of interest expense on borrowing, over the life of the advances.  The prepayment amount is reported as a component of long-term borrowings in the Company's consolidated balance sheet. 

The Company's capital ratios continued to be considered "well capitalized" for regulatory purposes.  The Company's ratio of total capital to risk-weighted assets was 14.44% and 14.64% on March 31, 2013 and 2012, respectively.  The Company's ratio of Tier 1 capital to risk-weighted assets was 13.03% and 12.98% at March 31, 2013 and 2012, respectively.  The Company's common equity to asset ratios at March 31, 2013 and 2012 were 10.63% and 10.79%, respectively, while its tangible common equity to tangible assets ratio was unchanged at 8.97% at March 31, 2013 and 2012. During the first quarter, the Company entered into an agreement to purchase 500,000 shares of its common stock from Markel Corporation, the Company's largest shareholder, for an aggregate purchase price of $9,500,000, or $19.00 per share.  The repurchase was funded with cash on hand and the shares were retired. The Company is authorized to repurchase 250,000 shares under its current repurchase program authorization which expires December 31, 2013.  Also, the Company paid a dividend of $0.13 per share during the current quarter, an increase of $0.01 per share from the prior quarter and $0.06 per share, or 85.7%, from the same quarter a year ago.

MORTGAGE SEGMENT INFORMATION

On a linked quarter basis, the mortgage segment's net income of $177,000 for the first quarter represents a decline of $804,000, or 81.8%, from $981,000 in the fourth quarter of the prior year.  The linked quarter net income decline was due to reduced mortgage loan origination volumes, lower gains on sale margins as well as increased cost levels associated with enhancing the mortgage segment's operating capabilities and improving overall profitability levels.  Mortgage loan originations declined by $63.6 million, or 19.2%, in the current quarter to $268.2 million from $331.8 million in the fourth quarter driven by seasonally lower mortgage loan origination volumes and lower demand due to increases in mortgage rates in late 2012.  As a result of the lower volumes and reduced gain on sale margins, gains on the sale of loans, net of commission expenses, decreased $1.4 million, or 27.3%, to $3.9 million.  Refinanced loans represented 52.7% of the originations during the first quarter compared to 57.0% during the fourth quarter. 

For the three months ended March 31, 2013, net income of $177,000 for the mortgage segment declined by $57,000 or 23.5% from net income of $234,000 in the same period last year.  Originations increased by $84.2 million, or 45.8%, to $268.2 million from $184.0 million in the prior year driven by additions in production personnel in 2012 and lower mortgage interest rates.  In early 2012, the Company significantly increased its mortgage loan production capacity by hiring additional loan originators and support personnel.  During the current quarter, the Company recorded gains on the sale of mortgage loans, net of commission expenses that were $1.1 million, or 39.3%, higher than the same period last year.  Year over year expenses increased $1.4 million, or 53%, due to the personnel additions in 2012 noted above as well as investments made in the current quarter to enhance the mortgage segment's operating capabilities and to improve overall profitability levels. Refinanced loans represented 52.7% of originations during the first quarter of 2013 compared to 56.5% during the same period last year. 

ABOUT UNION FIRST MARKET BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Union First Market Bankshares Corporation is the holding company for Union First Market Bank, which has 90 branches and more than 150 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.  Union First Market Bank also owns a non-controlling interest in Johnson Mortgage Company, L.L.C. 

Additional information is available on the Company's website at http://investors.bankatunion.com.  Shares of the Company's common stock are traded on the NASDAQ Global Select Market under the symbol UBSH.

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 and 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, changes in the stock and bond markets, accounting standards or interpretations of existing standards, mergers and acquisitions, technology, and consumer spending and savings habits.  More information is available on the Company's website, http://investors.bankatunion.com and on the Securities and Exchange Commission'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. 

SOURCE Union Bankshares Corporation