10-Q 1 a06-9646_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


 

FORM 10-Q

(Mark One)

 

 

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

FOR THE QUARTERLY PERIOD ENDED March 31, 2006

 

 

 

 

 

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)

 

 

Registrant’s 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 x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2) Large accelerated filer o   Accelerated filer o   Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act Yes o   No x

The number of shares outstanding of each of the registrant’s classes of common equity stock, as of May 12, 2006: common stock, no par value:  6,574,604 shares outstanding




 

 

 

 

PART I —

 

CONSOLIDATED FINANCIAL INFORMATION

 

 

 

 

 

 

 

ITEM 1 —

 

Consolidated Financial Statements (unaudited)

 

 

 

 

Consolidated Balance Sheets at March 31, 2006, and December 31, 2005

 

 

 

 

 

 

 

 

 

Consolidated Statements of Income for the three months ended March 31, 2006 and 2005

 

 

 

 

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2006 and 2005

 

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005

 

 

 

 

 

 

 

 

 

Notes to the Consolidated Financial Statements

 

 

 

 

 

 

 

ITEM 2 —

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

 

ITEM 3 —

 

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

 

 

 

ITEM 4 —

 

Controls and Procedures

 

 

 

 

 

 

 

PART II —

 

OTHER INFORMATION

 

 

 

 

 

 

 

ITEM 1

 

Legal Proceedings

 

 

ITEM 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

ITEM 3

 

Defaults upon Senior Securities

 

 

ITEM 4

 

Submission of Matters to a Vote of Security Holders

 

 

ITEM 5

 

Other Information

 

 

ITEM 6

 

Exhibits

 

 

 

 

 

 

 

SIGNATURES

 

 

 

 

 

 

 

 

 

Exhibit Index

 

 

 

 

 




Part 1.-Consolidated Financial Information

Item 1.-Consolidated Financial Statements

Unity Bancorp, Inc

Consolidated Balance Sheets

 

 

(unaudited)

 

 

 

(unaudited)

 

(In thousands)

 

03/31/06

 

12/31/05

 

03/31/05

 

Assets

 

 

 

 

 

 

 

Cash and due from banks

 

$

12,171

 

$

11,945

 

$

11,286

 

Federal funds sold and interest bearing deposits

 

25,726

 

26,814

 

17,603

 

Securities:

 

 

 

 

 

 

 

Available for sale

 

63,411

 

65,583

 

74,571

 

Held to maturity (market value of $37,601, $40,212 and $23,616, respectively)

 

38,230

 

40,748

 

23,593

 

Total securities

 

101,641

 

106,331

 

98,164

 

Loans:

 

 

 

 

 

 

 

SBA held for sale

 

16,826

 

14,001

 

8,172

 

SBA held to maturity

 

65,305

 

64,660

 

54,567

 

Commercial

 

279,369

 

260,581

 

214,730

 

Residential mortgage

 

60,194

 

62,039

 

59,769

 

Consumer

 

46,269

 

47,286

 

43,934

 

Total loans

 

467,963

 

448,567

 

381,172

 

Less: Allowance for loan losses

 

7,120

 

6,892

 

5,942

 

Net loans

 

460,843

 

441,675

 

375,230

 

Premises and equipment, net

 

10,723

 

10,593

 

9,191

 

Bank owned life insurance

 

5,232

 

5,185

 

5,047

 

Accrued interest receivable

 

3,350

 

3,167

 

2,600

 

Loan servicing asset

 

2,476

 

2,438

 

2,065

 

Goodwill and other intangibles

 

1,614

 

1,618

 

 

Other assets

 

4,279

 

4,406

 

4,656

 

Total assets

 

$

628,055

 

$

614,172

 

$

525,842

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Non-interest bearing demand deposits

 

$

81,210

 

$

79,547

 

$

77,800

 

Interest bearing checking

 

113,441

 

139,076

 

154,074

 

Savings deposits

 

178,848

 

141,935

 

112,847

 

Time deposits, under $100,000

 

108,211

 

108,353

 

72,435

 

Time deposits, $100,000 and over

 

52,727

 

52,949

 

30,634

 

Total deposits

 

534,437

 

521,860

 

447,790

 

Borrowed funds

 

40,000

 

40,000

 

30,000

 

Subordinated debentures

 

9,279

 

9,279

 

9,279

 

Accrued interest payable

 

298

 

274

 

165

 

Accrued expense and other liabilities

 

1,564

 

1,830

 

2,202

 

Total liabilities

 

$

585,578

 

$

573,243

 

$

489,436

 

Commitments and contingencies

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Common stock, no par value, 12,500 shares authorized

 

38,697

 

38,423

 

34,101

 

Treasury stock (23 shares)

 

(242

)

(242

)

 

Retained earnings

 

5,241

 

3,897

 

3,403

 

Accumulated other comprehensive loss

 

(1,219

)

(1,149

)

(1,098

)

Total Shareholders’ Equity

 

$

42,477

 

$

40,929

 

$

36,406

 

Total Liabilities and Shareholders’ Equity

 

$

628,055

 

$

614,172

 

$

525,842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued common shares

 

6,589

 

6,559

 

6,413

 

Outstanding common shares

 

6,566

 

6,536

 

6,413

 

 

See Accompanying Notes to the Consolidated Financial Statements

2




Unity Bancorp

Consolidated Statements of Income
(unaudited)

 

 

For the three months
ended March 31,

 

(In thousands, except per share amounts)

 

2006

 

2005

 

Interest income:

 

 

 

 

 

Federal funds sold and interest on deposits

 

$

207

 

$

62

 

Securities:

 

 

 

 

 

Available for sale

 

708

 

796

 

Held to maturity

 

476

 

274

 

Total securities

 

1,184

 

1,070

 

Loans:

 

 

 

 

 

SBA loans

 

2,153

 

1,359

 

Commercial loans

 

4,892

 

3,638

 

Residential mortgage loans

 

820

 

802

 

Consumer loans

 

744

 

592

 

Total loan interest income

 

8,609

 

6,391

 

Total interest income

 

10,000

 

7,523

 

Interest expense:

 

 

 

 

 

Interest bearing demand deposits

 

694

 

611

 

Savings deposits

 

1,192

 

460

 

Time deposits

 

1,499

 

763

 

Borrowed funds and subordinated debentures

 

562

 

424

 

Total interest expense

 

3,947

 

2,258

 

Net interest income

 

6,053

 

5,265

 

Provision for loan losses

 

300

 

300

 

Net interest income after provision for loan losses

 

5,753

 

4,965

 

Non-interest Income:

 

 

 

 

 

Service charges on deposit accounts

 

433

 

430

 

Service and loan fee income

 

395

 

536

 

Gain on sales of SBA loans, net

 

700

 

460

 

Gain on sales of other loans

 

82

 

 

Gain on sales of mortgage loans

 

62

 

92

 

Net security gains

 

 

53

 

Bank owned life insurance

 

47

 

47

 

Other income

 

283

 

173

 

Total non-interest income

 

2,002

 

1,791

 

Non-interest expense:

 

 

 

 

 

Compensation and benefits

 

2,725

 

2,397

 

Occupancy

 

648

 

593

 

Processing and communications

 

527

 

466

 

Furniture and equipment

 

393

 

329

 

Professional services

 

132

 

109

 

Loan servicing costs

 

101

 

177

 

Advertising

 

170

 

185

 

Deposit insurance

 

17

 

15

 

Other expenses

 

543

 

377

 

Total non-interest expense

 

5,256

 

4,648

 

Net income before provision for income taxes

 

2,499

 

2,108

 

Provision for income taxes

 

842

 

798

 

Net income

 

$

1,657

 

$

1,310

 

 

 

 

 

 

 

Net income per common share - Basic

 

$

0.25

 

$

0.21

 

Net income per common share - Diluted

 

0.24

 

0.19

 

Weighted average shares outstanding — Basic

 

6,556

 

6,382

 

Weighted average shares outstanding — Diluted

 

6,896

 

6,743

 

 

See Accompanying Notes to the Consolidated Financial Statements

 

3




Unity Bancorp, Inc

Consolidated Statements of Changes in Shareholders’ Equity
For the three months ended March 31, 2006 and 2005
(unaudited)

(In thousands)

 

 

 

Outstanding
Shares

 

Common
Stock

 

Treasury 
Stock

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Shareholders’
Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2004

 

6,370

 

$

34,025

 

$

 

$

2,327

 

$

(484

)

$

35,868

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

1,310

 

 

 

1,310

 

Unrealized holding loss 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 loss on securities arising during the period, net of tax benefit of $377

 

 

 

 

 

 

 

 

(614

)

(614

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

696

 

Cash dividends declared on common stock of $.04 per share

 

 

 

 

 

(234

)

 

(234

)

Stock options exercised

 

43

 

76

 

 

 

 

 

76

 

Balance, March 31, 2005

 

6,413

 

$

34,101

 

$

 

$

3,403

 

$

(1,098

)

$

36,406

 

 

(In thousands)

 

 

 

Outstanding
Shares

 

Common
Stock

 

Treasury 
Stock

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Total
Shareholders’
Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2005

 

6,536

 

$

38,423

 

$

(242

)

$

3,897

 

$

(1,149

)

$

40,929

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

1,657

 

 

 

1,657

 

Unrealized holding loss on securities arising during the period, net of tax benefit of $43

 

 

 

 

 

 

 

 

 

(70

)

 

 

Net unrealized holding loss on securities arising during the period, net of tax benefit of $43

 

 

 

 

 

 

 

 

 

(70

)

(70

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

1,587

 

Cash dividends declared on common stock of $.05 per share

 

 

 

 

 

 

 

(313

)

 

 

(313

)

Stock options exercised

 

30

 

274

 

 

 

 

 

274

 

Balance, March 31, 2006

 

6,566

 

$

38,697

 

$

(242

)

$

5,241

 

$

(1,219

)

$

42,477

 

 

See Accompanying Notes to the Consolidated Financial Statements.

4




 

Unity Bancorp, Inc

Consolidated Statements of Cash Flows
(unaudited)

 

 

 

For the three months ended
March  31,

 

(In thousands)

 

 

 

2006

 

2005

 

Operating activities:

 

 

 

 

 

Net income

 

$1,657

 

$1,310

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities

 

 

 

 

 

Provision for loan losses

 

300

 

300

 

Depreciation and amortization

 

325

 

354

 

Net gain on sale of securities

 

-

 

(53

)

Gain on sale of SBA loans held for sale

 

(700

)

(460

)

Gains on sale of mortgage loans

 

(62

)

(92

)

Gains on sale of other loans

 

(82

)

-

 

Origination of SBA loans held for sale

 

(12,411

)

(6,104

)

Proceeds from the sale of SBA loans

 

10,286

 

5,966

 

Net change in other assets and liabilities

 

(289

)

890

 

Net cash (used in) provided by operating activities

 

(976

)

2,111

 

Investing activities:

 

 

 

 

 

Purchases of securities held to maturity

 

 

(2,195

)

Purchases of securities available for sale

 

 

(298

)

Maturities and principal payments on securities held to maturity

 

2,492

 

2,167

 

Maturities and principal payments on securities available for sale

 

2,041

 

2,627

 

Proceeds from sale of securities available for sale

 

 

148

 

Proceeds from the sale of other real estate owned

 

63

 

345

 

Proceeds from the sale of commercial loans

 

4,978

 

 

Net increase in loans

 

(21,580

)

(7,405

)

Purchases of premises and equipment

 

(371

)

(754

)

Net cash used in investing activities

 

(12,377

)

(5,365

)

Financing activities:

 

 

 

 

 

Net increase in deposits

 

12,577

 

13,892

 

Repayments of borrowings

 

 

(5,000

)

Proceeds from the issuance of common stock

 

225

 

76

 

Dividends paid

 

(311

)

(231

)

Net cash provided by financing activities

 

12,491

 

8,737

 

(Decrease) increase in cash and cash equivalents

 

(862

)

5,483

 

Cash and cash equivalents at beginning of year

 

38,759

 

23,406

 

Cash and cash equivalents at end of period

 

$37,897

 

$28,889

 

Supplemental disclosures:

 

 

 

 

 

Cash:

 

 

 

 

 

Interest paid

 

$3,723

 

$2,269

 

Income taxes paid

 

1,672

 

 

Non-Cash investing activities:

 

 

 

 

 

Transfer of loan to Other Real Estate Owned

 

61

 

198

 

 

See Accompanying Notes to the Consolidated Financial Statements.

 

5




Unity Bancorp, Inc.

Notes to the Consolidated Financial Statements (Unaudited)
March 31, 2006

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 subsidiary, 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 Bank’s investment portfolio. Unity Participation Company, Inc., a wholly-owned subsidiary of the Bank is used for holding and administering certain loan participations. 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 U.S. generally accepted accounting principles 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, 2006 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 subsidiary, Unity Bank, depending on the context. Interim financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2005, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Stock Based Compensation

As of January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (Statement 123R) using the “modified prospective application.”  Statement 123R requires public companies to recognize compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. The following table represents the impact of the adoption of SFAS 123R on the Company’s financial statements for the quarter ended March 31, 2006.

 

Under
SFAS
123 R

 

Under APB 25

 

Difference

 

Net income before provision for income taxes

 

$

2,499

 

$

2,505

 

$

6

 

Net income

 

$

1,657

 

$

1,661

 

$

4

 

 

 

 

 

 

 

 

 

Net income per common share — Basic

 

$

0.25

 

$

0.25

 

$

0.0

 

Net income per common share - Diluted

 

$

0.24

 

$

0.24

 

$

0.0

 

 

Prior to January 1, 2006, the Company applied Accounting Principles Board Opinion 25 and related Interpretations in accounting for its Option Plans. No stock-based compensation cost was reflected in net income, as all options granted under those plans had 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.

6




Proforma

 

Three months ended

 

(In thousands, except per share data)

 

March 31, 2005

 

Net income to common shareholders as reported:

 

 

 

As reported

 

1,310

 

Pro forma

 

1,294

 

Income per share:

 

 

 

Basic as reported

 

0.21

 

Basic Pro forma

 

0.20

 

Diluted as reported

 

0.19

 

Diluted Pro forma

 

0.19

 

 

The total intrinsic value of the stock options exercised during the three months ended March 31, 2006 and 2005 was $109 thousand and $158 thousand, respectively.  As of March 31, 2006, there was approximately $63 thousand of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s stock incentive plans. That cost is expected to be recognized over a weighted-average period of 2.4 years.

During the quarter-end March 31, 2006, the Company granted 15,750 options at $13.33 per option. The Company used the Black Scholes option-pricing model to calculate the $2.98 fair value of these options. The fair value of each option granted during the first quarter of 2006 was estimated on of the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

·                  Expected life of 4.19 years

·                  Expected volatility of 23.5 percent

·                  Risk free interest rate of 3.99 percent

·                  Dividend yield of 1.36 percent

There were no options granted during the first quarter of 2005.

Transactions under the Company’s stock options plans during the first quarter of 2006 are summarized as follows:

 

Number of Shares

 

Exercise Price
per Share

 

Weighted Average
Exercise Price

 

Outstanding at December 31, 2005

 

753,985

 

$

2.31 - 12.64

 

$

5.81

 

Options Granted

 

15,750

 

13.33

 

13.33

 

Options Exercised

 

(16,030

)

2.98 - 9.77

 

6.36

 

Options Expired

 

(3,108

)

9.77 - 11.88

 

11.55

 

Outstanding at March 31, 2006

 

750,597

 

$

2.31 - 13.33

 

$

5.92

 

 

The following table summarizes information about stock options outstanding at March 31, 2006:

Exercise Price

 

Shares
Outstanding

 

Remaining
Contractual
Life

 

Weighted
Average
Exercise Price

 

Aggregate
Intrinsic
Value of
Shares
Outstanding

 

Shares
Exercisable

 

Aggregate
Intrinsic
Value of
Shares
Exercisable

 

< $5.00

 

336,256

 

5.1 years

 

$

3.29

 

$

4,030,072

 

336,256

 

$

4,030,072

 

$5.01 - $10.00

 

227,372

 

5.6 years

 

6.20

 

2,066,811

 

227,372

 

2,066,811

 

$10.01 - $15.00

 

186,969

 

8.0 years

 

10.35

 

923,627

 

134,902

 

709,585

 

 

 

750,597

 

6.0 years

 

$

5.92

 

$

7,020,510

 

698,530

 

$

6,806,468

 

 

7




On April 27, 2006, the Company announced a 5 percent stock distribution payable on June 30, 2006 to all shareholders of record as of June 16, 2006 and accordingly, all share amounts have been restated to include the effect of the distribution.

NOTE 2. Litigation

From time to time, the Company is subject to 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)

 

2006

 

2005

 

Net income to common shareholders

 

$1,657

 

$1,310

 

Basic weighted-average common shares outstanding

 

6,556

 

6,382

 

Plus: Common stock equivalents

 

340

 

361

 

Diluted weighted—average common shares outstanding

 

6,896

 

6,743

 

Net income per common share:

 

 

 

 

 

Basic

 

$0.25

 

$0.21

 

Diluted

 

0.24

 

0.19

 

Return on average assets

 

1.08

%

1.03

%

Return on average common equity

 

16.26

%

14.63

%

Efficiency ratio*

 

65.25

%

66.37

%


*                    Non-interest expense divided by net interest income plus non-interest income less securities gains.

NOTE 4. Recent Accounting Pronouncements

In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 156, “Accounting for Servicing of Financial Assets.”   SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, establishes, among other things, the accounting for all separately recognized servicing assets and servicing liabilities.  SFAS No. 156 amends Statement 140 to require that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. This Statement permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and servicing liabilities is required to account for those derivative instruments at fair value. Under this Statement, an entity can elect subsequent fair value measurement to account for its separately recognized servicing assets and servicing liabilities. By electing that option, an entity may simplify its accounting because this Statement permits income statement recognition of the potential offsetting changes in fair value of those servicing assets and servicing liabilities and derivative instruments in the same accounting period. The Statement is effective in the first fiscal year beginning after September 15, 2006 with earlier adoption permitted. The Company does not expect the adoption of Statement No. 156 to have a material impact on its financial statements.

8




ITEM 2.  Management’s 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 2005 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. It’s 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 September 13, 1991. The Bank provides a full range of commercial and retail banking services through 14 branch offices located in Hunterdon, Somerset, Middlesex, Union and Warren counties in New Jersey and a loan production office in Long Island, New York. 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 Bank’s investment portfolio. Unity Participation Company, Inc., a wholly-owned subsidiary of the Bank is used for holding and administering certain loan participations.

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, 2006 was $1.7 million, an increase of $347 thousand or 26.5 percent, compared to net income of $1.3 million for the same period in 2005. This was the result of increased net interest income and non-interest income, offset in part by higher operating expenses.

Quarterly performance highlights include:

·                  Earnings per basic share increased to $0.25 for the first quarter of 2006 compared to $0.21 for the same period in 2005.

·                  Earnings per diluted share increased to $0.24 for the first quarter of 2006 compared to $0.19 for the same period a year ago.

·                  Return on average assets improved to 1.08 percent from 1.03 percent for the quarters ended March 31, 2006 and 2005, respectively.

·                  Return on average equity equaled 16.26 percent and 14.63 percent for the quarters ended March 31, 2006 and 2005, respectively.

·                  The efficiency ratio improved to 65.25 percent for the first quarter of 2006 compared to 66.37 percent for the same period a year ago.

During the first quarter of 2006, financial institutions continued to be pressured by a flat yield curve as the Federal Reserve Board raised short term rates two more times. Since this rate cycle began in June 2004, the Federal Reserve raised short-term interest rates fifteen times for a total of 375 basis points. This has resulted in the Federal Funds rate increasing from 1.00 percent to 4.75 percent while the Prime-lending rate increased from 4.00 percent to 7.75 percent.  Despite this challenging interest rate environment, the Company was able to grow net interest income due to strong growth in interest earning assets. However, the flat yield curve and the competitive pricing of deposits in the New Jersey market place may put further pressure on the net interest margin in 2006.

9




 

      Net interest income, our largest component of operating income, increased $788 thousand or 15 percent to $6.1 million for the three months ended March 31, 2006 compared to the same period in 2005. This increase was the result of a $98 million increase in average earning assets partially offset by a reduced net interest margin and spread.   Net interest margin (net interest income as a percentage of average interest earning assets) decreased 18 basis points to 4.12 percent for the current quarter compared to 4.30 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) decreased 27 basis points to 3.65 percent from 3.92 percent a year ago.

Non-interest income increased $211 thousand or 11.8 percent to $2.0 million for the three months ended March 31, 2006 compared to $1.8 million for the three months ended March 31, 2005.   This increase was due primarily to higher levels of gains on the sale of SBA loans and increased referral fees on commercial loans during the quarter, partially offset by decreased service and loan fee income and lower levels of gains on the sale of mortgage loans.

Non-interest expense was $5.3 million for the three months ended March 31, 2006, an increase of $608 thousand or 13.1 percent compared to $4.6 million for the same period a year ago. The increase was due primarily to increased compensation and benefits expense, occupancy expense, furniture and equipment, processing and communications, professional services and other expenses.

For the first quarter of 2006, the provision for income taxes was $842 thousand compared to $798 thousand for the same period a year ago. The current 2006 tax provision represents an effective tax rate of approximately 34 percent as compared to 38 percent for the prior year. The lower effective tax rate for 2006 is related to a subsidiary the company opened in January of 2006 reflecting a lower state tax rate. Management anticipates an effective rate of approximately 34 percent for the remainder of 2006.

Net Interest Income

Tax-equivalent interest income totaled $10.0 million for the three months ended March 31, 2006, an increase of $2.5 million or 33 percent, compared to $7.5 million a year ago. Of the $2.5 million increase in interest income, $1.8 million is attributable to an increase in the volume of earning assets, while $718 thousand is attributable to an increase in the yield on earning assets. The average volume of earning assets increased $98 million to $588.5 million at March 31, 2006 compared to $490.5 million at March 31, 2005. This was due to an $84.7 million increase in average total loans plus a $9.2 million increase in federal funds sold and interest bearing deposits and a $4.1 million increase in average total securities. The impact of the higher interest rate environment in the first quarter of 2006 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:

·               The average interest rate earned on federal funds sold and interest bearing deposits increased 188 basis points to 4.31 percent for the three months ended March 31, 2006 compared to 2.43 percent for the same period a year ago.

·               The average interest rate earned on SBA loans equaled 10.02 percent during the quarter, an increase of 165 basis points over the comparable quarter in 2005, due to the quarterly re-pricing of these loans with changes in the Prime rate.

·               The average interest rate earned on Consumer loans increased 84 basis points to 6.49 percent for the three months ended March 31, 2006 compared to 5.65 percent for the same period a year ago due to the re-pricing of Prime based home equity products.

·               The average interest rate earned on Commercial loans was 7.31 percent for the quarter, an increase of 36 basis points over the comparable quarter in 2005.

The higher interest rate environment also increased interest expense and the cost of funds. Total interest expense was $3.9 million for the three months ended March 31, 2006, an increase of $1.7 million or 75 percent, compared to $2.3 million for the same period a year ago. Of the $1.7 million increase in interest expense, $852 thousand is related to an increase in average interest-bearing liabilities while $837 thousand is due to an increase in the cost of funds. Over the past twelve months, average interest bearing liabilities increased $97.2 million as average interest bearing deposits increased $88.1 million and borrowed funds and subordinated debentures increased $9.1 million. Total interest-bearing deposits were $448.7 million on average, an increase of $88.1 million or 24.4 percent compared to $360.7 million from the same period a year ago. The increase in average interest-bearing deposits was 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 $9.1 million to $49.3 million as of March 31, 2006 due to the addition of a $10 million FHLB advance at 3.70 percent during the second quarter of 2005.  The rate paid on interest bearing liabilities

10




 

increased 93 basis points to 3.21 percent for the three months ended March 31, 2006 from 2.28 percent in the same period in 2005. The cost of interest bearing deposits increased 100 basis points to 3.06 percent as the rates paid on all deposit products increased. This increase is attributed to the competitive pricing pressures within the New Jersey deposit marketplace, as well as, a shift in the mix of our funding base into higher cost savings and time deposits. The cost of borrowed funds and subordinated debentures increased 35 basis points to 4.63 percent compared to the prior year period.

Tax-equivalent net interest income increased $788 thousand to $6.1 million for the quarter ended March 31, 2006 compared to $5.3 million for the same period a year ago. Net interest margin fell 18 basis points to 4.12 percent compared to 4.30 percent for the same period a year ago. The tightening of the net interest margin was primarily the result of the higher cost of deposits to fund loan growth. The net interest spread was 3.65 percent for the three months ended March 31, 2006 compared to 3.92 percent for the same period a year ago.

The following table presents, on a fully taxable equivalent basis, a summary of the Company’s interest-earning assets and their average yields, and interest-bearing liabilities and their average costs for the three-month period ended March 31, 2006 and 2005.

 

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, 2006

 

March 31, 2005

 

 

 

Balance

 

Interest

 

Rate/
Yield

 

Balance

 

Interest

 

Rate/
Yield

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and interest-bearing deposits with banks

 

$

19,493

 

$

207

 

4.31

%

$

10,331

 

$

62

 

2.43

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

64,812

 

721

 

4.45

 

76,926

 

809

 

4.21

 

Held to maturity

 

39,291

 

476

 

4.85

 

23,088

 

274

 

4.75

 

Total securities

 

104,103

 

1,197

 

4.60

 

100,014

 

1,083

 

4.33

 

Loans, net of unearned discount:

 

 

 

 

 

 

 

 

 

 

 

 

 

SBA loans

 

85,931

 

2,153

 

10.02

 

64,966

 

1,359

 

8.37

 

Commercial

 

271,323

 

4,892

 

7.31

 

212,343

 

3,638

 

6.95

 

Residential Mortgages

 

61,126

 

820

 

5.37

 

60,361

 

802

 

5.31

 

Consumer

 

46,501

 

744

 

6.49

 

42,482

 

592

 

5.65

 

Total loans

 

464,881

 

8,609

 

7.47

 

380,152

 

6,391

 

6.79

 

Total interest-earning assets

 

588,477

 

10,013

 

6.86

 

490,497

 

7,536

 

6.20

 

Noninterest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

11,698

 

 

 

 

 

10,748

 

 

 

 

 

Allowance for loan losses

 

(7,154

)

 

 

 

 

(6,047

)

 

 

 

 

Other assets

 

26,847

 

 

 

 

 

22,742

 

 

 

 

 

Total noninterest-earning assets

 

31,391

 

 

 

 

 

27,443

 

 

 

 

 

Total Assets

 

$

619,868

 

 

 

 

 

$

517,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking

 

$

128,150

 

694

 

2.20

 

$

160,991

 

611

 

1.54

 

Savings deposits

 

158,058

 

1,192

 

3.06

 

91,294

 

460

 

2.04

 

Time deposits

 

162,533

 

1,499

 

3.74

 

108,374

 

763

 

2.86

 

Total interest-bearing deposits

 

448,741

 

3,385

 

3.06

 

360,659

 

1,834

 

2.06

 

Borrowed funds and subordinated debentures

 

49,279

 

562

 

4.63

 

40,139

 

424

 

4.28

 

Total interest-bearing liabilities

 

498,020

 

3,947

 

3.21

 

400,798

 

2,258

 

2.28

 

Noninterest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

78,179

 

 

 

 

 

78,852

 

 

 

 

 

Other liabilities

 

2,339

 

 

 

 

 

1,976

 

 

 

 

 

Total noninterest-bearing liabilities

 

80,518

 

 

 

 

 

80,828

 

 

 

 

 

Shareholders’ equity

 

41,330

 

 

 

 

 

36,314

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

619,868

 

 

 

 

 

$

517,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest spread

 

 

 

6,066

 

3.65

%

 

 

5,278

 

3.92

%

Tax-equivalent basis adjustment

 

 

 

(13

)

 

 

 

 

(13

)

 

 

Net interest income

 

 

 

$

6,053

 

 

 

 

 

$

5,265

 

 

 

Net interest margin

 

 

 

 

 

4.12

%

 

 

 

 

4.30

%

 

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, 2006
versus March 31, 2005

 

 

 

Due to change in:

 

 

 

 

 

Volume

 

Rate

 

Total

 

Interest Income

 

 

 

 

 

 

 

Commercial

 

$

1,057

 

$

197

 

$

1,254

 

SBA

 

493

 

301

 

794

 

Residential mortgage

 

9

 

9

 

18

 

Consumer

 

59

 

93

 

152

 

Total Loans

 

1,618

 

600

 

2,218

 

 

 

 

 

 

 

 

 

Available for sale securities

 

(132

)

44

 

(88

)

Held to maturity securities

 

196

 

6

 

202

 

Federal funds sold and interest bearing deposits

 

77

 

68

 

145

 

Total interest earning assets

 

$

1,759

 

$

718

 

$

2,477

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Interest bearing checking

 

$

(142

)

$

225

 

$

83

 

Savings deposits

 

436

 

296

 

732

 

Time deposits

 

456

 

280

 

736

 

Total Interest Bearing Deposits

 

750

 

801

 

1,551

 

Borrowings

 

102

 

36

 

138

 

Total interest-bearing liabilities

 

852

 

837

 

1,689

 

Tax equivalent net interest income

 

$

907

 

$

(119

)

$

788

 

Tax equivalent adjustment

 

 

 

 

 

0

 

Increase in net interest income

 

 

 

 

 

$

788

 

 

Provision for Loan Losses

The provision for loan losses was flat at $300 thousand for the three months ended March 31, 2006 and 2005. The recognition of a $300 thousand provision during the quarter was based on the loan growth during the quarter. The provision is based on management’s 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.

13




Non-Interest Income

Non-interest income consists of service charges on deposits, loan and servicing fees, net gains on sales of securities and loans, bank owned life insurance income and other income. Non-interest income was $2.0 million for the three months ended March 31, 2006, an increase of $211 thousand compared with 2005. The components of non-interest income are as follows:

 

 

Three months ended March, 31

 

(In thousands)

 

 

 

2006

 

2005

 

Percent
Change

 

Deposit service charges

 

$

433

 

$

430

 

0.7

%

Loan and servicing fees

 

395

 

536

 

(26.3

)

Gains on SBA loan sales, net

 

700

 

460

 

52.2

 

Gains on mortgage loan sales

 

62

 

92

 

(32.6

)

Gains on sales of other loans

 

82

 

 

 

Net security gains

 

 

53

 

 

Bank owned life insurance

 

47

 

47

 

 

Other income

 

283

 

173

 

63.6

 

Total non-interest income

 

$

2,002

 

$

1,791

 

11.8

%

 

Deposit service charges remained relatively flat for the three months ended March 31, 2006 and 2005. During this period, overdraft fees increased but were partially offset by decreased monthly deposit account service charges.

Loan and servicing fees decreased $141 thousand, or 26.3 percent, for the three months ended March 31, 2006, compared to the same period a year ago due to a lower level of prepayment penalties on commercial loans.

Net gains on SBA loan sales increased $240 thousand or 52.2 percent for the quarter, compared to the same period a year ago, as a result of a higher sales volume. SBA loan sales, all without recourse, totaled $9.6 million for the three months ended March 31, 2006, compared to $5.5 million for the three months ended March 31, 2005.

Net gains on mortgage loan sales decreased $30 thousand to $62 thousand for the quarter as a result of a lower origination and sales volume. Mortgage loan sales totaled $4.4 million for the three months ended March 31, 2006.

Net gains on the sale of other loans totaled $82 thousand for the quarter ended March 31, 2006 as the Company sold approximately $5.0 million of commercial hotel/motel loans.

There were no security gains recorded during the quarter ended March 31, 2006, while $53 thousand in net security gains were recorded in 2005.

BOLI income totaled $47 thousand for the three months ended March 31, 2006 and 2005.

Other non-interest income increased $110 thousand to $283 thousand for the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005. The increase was due primarily to increased commercial loan referral fees.

 

14




Non-Interest Expense

Total non-interest expense increased $608 thousand or 13.1 percent to $5.3 million for the three months ended March 31, 2006 compared to the three months ended March 31, 2005. The components of non-interest expense are as follows:

 

Three months ended March 31,

 

 

 

 

 

 

 

Percent

 

(In thousands)

 

 

 

2006

 

2005

 

Change

 

Compensation and benefits

 

$

2,725

 

$

2,397

 

13.7

%

Occupancy

 

648

 

593

 

9.3

 

Processing and communications

 

527

 

466

 

13.1

 

Furniture and equipment

 

393

 

329

 

19.5

 

Professional services

 

132

 

109

 

21.1

 

Loan servicing costs

 

101

 

177

 

(42.9

)

Advertising

 

170

 

185

 

(8.1

)

Deposit insurance

 

17

 

15

 

13.3

 

Other expenses

 

543

 

377

 

44.0

 

Total non-interest expense

 

$

5,256

 

$

4,648

 

13.1

%

 

Compensation and benefits expense, the largest component of non-interest expense, increased $328 thousand, or 13.7 percent, for the three months ended March 31, 2006 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 190 at March 31, 2006, compared to 169 at March 31, 2005. In addition, compensation and benefits expense includes $6 thousand in stock-based compensation expense in accordance with Statement 123R. There was no stock-based compensation expense recorded in 2005.

Occupancy expense increased $55 thousand or 9.3 percent, for the three months ended March 31, 2006, compared to the same period a year ago. The increase was due to higher rental, property tax, utilities and repairs and maintenance expense on the existing branch network and the addition of the Phillipsburg branch, offset in part by reduced snow removal expenses.

 Processing and communications expense increased $61 thousand, or 13.1 percent, for the three months ended March 31, 2006, compared to the same period a year ago, as a result of increased transaction volume due to the increase in loans and deposits.

Furniture and equipment expense increased $64 thousand, or 19.5 percent, for the three months ended March 31, 2006, compared to the same period a year ago. The increase in furniture and equipment was primarily related to increased network maintenance costs, security monitoring and increased depreciation expenses derived from the expansion and refurbishment of the branch network.

Professional fees increased $23 thousand, or 21.1 percent, for the three months ended March 31, 2006, compared to the same period a year ago. The increase was due to higher levels of legal, audit, loan review and regulatory review fees offset in part by reduced consulting expense.

Loan servicing expense decreased $76 thousand to $101 thousand for the three months ended March 31, 2006, compared to the same period a year ago due to the collection of expenses on delinquent loans.

Advertising expense decreased $15 thousand or 8.1 percent for the three months ended March 31, 2006 compared to the same period a year ago. This increase was due to decreased marketing expenses related to new business generation.

Deposit insurance increased slightly to $17 thousand for the three months ended March 31, 2006 due to growth in the Company’s deposit base.

Other expense increased $166 thousand or 44 percent, for the three months ended March 31, 2006, compared to the same period a year ago. This increase was due primarily to the initial establishment of a $135 thousand reserve for loan commitments.

15




Income Tax Expense

For the first quarter of 2006, the provision for income taxes was $842 thousand compared to $798 thousand for the same period a year ago. The current 2006 tax provision represents an effective tax rate of approximately 34 percent as compared to 38 percent for the prior year. The lower effective tax rate for 2006 is related to a subsidiary the company opened in January of 2006 reflecting a lower state tax rate. Management anticipates an effective rate of approximately 34 percent for the remainder of 2006.

Financial Condition at March 31, 2006

Total assets at March 31, 2006 were $628.1 million compared to $525.8 million a year ago and $614.2 million from year-end 2005. Compared to year-end 2005, total assets increased due primarily to strong loan generation funded by savings deposit growth.

Securities
The Company’s investment securities portfolio is maintained for asset-liability management purposes, as an additional source of liquidity, and as an additional source of earnings. The securities portfolio consists of available for sale (“AFS”) and held to maturity (“HTM”) investments. AFS securities are investments carried at fair value that may be sold in response to changing market and interest rate conditions or for other business purposes. HTM securities, which are carried at amortized cost, are investments for which there is the positive intent and ability to hold to maturity. Management determines the appropriate security classification of AFS or HTM at the time of purchase. The portfolio is comprised of U.S. Treasury securities, obligations of the U.S. Government and government sponsored agencies, collateralized mortgage obligations and corporate and equity securities. Approximately 86 percent of the total investment portfolio has a fixed rate of interest.

AFS securities totaled $63.4 million at March 31, 2006, a decrease of $2.2 million from year-end 2005. This decrease was the result of $2.04 million in principal payments received and to $113 thousand depreciation in the market value of the portfolio. There were no AFS securities purchased or sold during the quarter. The yield on the AFS securities portfolio was 4.45 percent for the three months ended March 31, 2006, compared to 4.21 percent a year ago. The weighted average life of the AFS portfolio extended to 5.07 years and the effective duration of the portfolio was 3.64 years at March 31, 2006 compared to 4.89 years and 3.55 years at December 31, 2005.

HTM securities totaled $38.2 million at March 31, 2006, a decrease of $2.5 million compared to $40.7 million at December 31, 2005. During the first three months of 2006, $2.5 million in maturities and principal payments were received on the portfolio. There were no HTM securities purchased or sold during the quarter. The yield on HTM securities was 4.85 percent for the three months ended March 31, 2006 compared to 4.75 percent for the same period a year ago. As of March 31, 2006 and December 31, 2005, the market value of HTM securities was $37.6 million and $40.2 million, respectively. The weighted average life of the HTM portfolio was 4.14 years and the effective duration of the portfolio was 3.18 years at March 31, 2006 compared to 4.21 years and 3.09 years at December 31, 2005.

Securities with a carrying value of $43 million and $45.4 million at March 31, 2006 and December 31, 2005, respectively, were pledged to secure government deposits, other borrowings and for other purposes required or permitted by law. At March 31, 2006, the Company pledged $8.1 million for government deposits as required.
Loan Portfolio

The loan portfolio, which represents the Company’s 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 at March 31, 2006 increased $19.4 million or 4.3 percent to $468.0 million compared to $448.6 million at year-end 2005 due to commercial loan growth. The loan portfolio concentration consisted of 60 percent commercial, 18 percent SBA, 13 percent residential mortgages and 9 percent consumer loans at March 31, 2006.

16




Commercial loans are generally made in the Company’s 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 $279.4 million at March 31, 2006 and increased $18.8 million compared to $260.6 million at year-end 2005. The yield on commercial loans was 7.31 percent for the three months ended March 31, 2006 compared to 6.95 percent for the same period a year ago.

SBA loans, which provide guarantees of up to 85 percent of the principal balance from the SBA, 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 $65.3 million at March 31, 2006, an increase of $645 thousand from year-end 2005. SBA loans held for sale, carried at the lower of aggregate cost or market, amounted to $16.8 million at March 31, 2006, an increase of $2.8 million from year-end 2005. The SBA held for sale portfolio increased due to higher levels of SBA loan originations during the quarter.  SBA held for sale originations totaled $12.4 million during the quarter compared to $6.1 million a year ago. The yield on SBA loans, which are generally floating and adjust quarterly to the Prime rate was 10.02 percent for the three months ended March 31, 2006 compared to 8.37 percent for the same period a year ago.

Residential mortgage loans consist of loans secured by residential properties. These loans decreased $1.8 million to $60.2 million at March 31, 2006 as a result of pay-downs in the portfolio. The Company did not originate a material amount of residential mortgage loans held for investment during the quarter. The yield on residential mortgages was 5.37 percent for the three months ended March 31, 2006 compared to 5.31 percent for the same period a year ago.

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 $46.3 million at March 31, 2006, a decrease of $1.0 million from year-end 2005. The decrease in the consumer loan portfolio was primarily the result of payoffs in home equity loans. The yield on consumer loans was 6.49 percent for the three months ended March 31, 2006, compared to 5.65 percent for the same period a year ago.

The increase in yields throughout the loan portfolio reflects the higher interest rate environment at March 31, 2006 compared to March 31, 2005 due to the Federal Reserve raising interest rates 200 basis points since March 31, 2005.

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 borrower’s 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.

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 borrower’s 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.

17




The following table sets forth information concerning non-accrual loans and non-performing assets at each of the periods indicated:

(In thousands)

 

 

 

Mar. 31, 2006

 

Dec. 31, 2005

 

Mar. 31, 2005

 

Non-performing loans

 

 

 

 

 

 

 

SBA

 

$

1,490

 

$

1,391

 

$

2,156

 

Commercial

 

488

 

1,250

 

426

 

Residential mortgage

 

1,446

 

1,510

 

223

 

Consumer

 

181

 

210

 

115

 

Total non-performing loans

 

3,605

 

4,361

 

2,920

 

OREO

 

176

 

178

 

198

 

Total Non-Performing Assets

 

$

3,781

 

$

4,539

 

$

3,118

 

 

 

 

 

 

 

 

 

Past Due 90 days or more and still accruing interest

 

 

 

 

 

 

 

SBA

 

126

 

 

290

 

Commercial

 

200

 

 

 

Residential mortgage

 

 

 

 

Consumer

 

 

 

23

 

Total accruing loans 90 days or more past due

 

326

 

 

313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Performing assets to total assets

 

0.60

%

0.74

%

0.59

%

Non-Performing assets to loans and OREO

 

0.81

%

1.01

%

0.82

%

Allowance for loans losses as a percentage of non-performing loans

 

197.50

%

158.04

%

203.49

%

Allowance for loan losses to total loans

 

1.52

%

1.54

%

1.56

%

 

Non-performing assets amounted to $3.8 million at March 31, 2006, a decrease of $758 thousand from year-end 2005. There were $326 thousand in loans past due 90 days or more and still accruing interest at March 31, 2006 compared to $0 at December 31, 2005. 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, 2006 are approximately $758 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 $657 thousand in potential problem loans at March 31, 2006 and $280 thousand in potential problem loans at December 31, 2005.

Allowance for Loan Losses

The allowance for loan losses totaled $7.1 million, $6.9 million, and $5.9 million at March 31, 2006, December 31, 2005, and March 31, 2005, respectively with resulting allowance to total loan ratios of 1.52 percent, 1.54 percent and 1.56 percent respectively. Net charge offs amounted to $72 thousand for the three months ended March 31, 2006, compared to $214 thousand for the three months ended March 31, 2005.

 

18




The following is a reconciliation summary of the allowance for loan losses for the three months ended March 31, 2006 and 2005:

 

 

Three months ended March 31,

 

(In thousands)

 

 

 

2006

 

2005

 

Balance, beginning of period

 

$

6,892

 

$

5,856

 

Provision charged to expense

 

300

 

300

 

 

 

 

 

 

 

Charge-offs:

 

 

 

 

 

SBA

 

46

 

107

 

Commercial

 

4

 

165

 

Residential mortgage

 

 

24

 

Consumer

 

35

 

8

 

Total Charge-offs

 

85

 

304

 

Recoveries:

 

 

 

 

 

SBA

 

 

44

 

Commercial

 

11

 

45

 

Residential mortgage

 

 

 

Consumer

 

2

 

1

 

Total recoveries

 

13

 

90

 

Total net charge-offs

 

72

 

214

 

Balance, end of period

 

$

7,120

 

$

5,942

 

Selected loan quality ratios:

 

 

 

 

 

Net charge offs to average loans (annualized)

 

0.06

%

0.23

%

Allowance for loan losses to total loans at period end

 

1.52

%

1.56

%

Allowance for loan losses to non-performing loans

 

197.50

%

203.49

%

 
Deposits

Deposits, which include non-interest and interest bearing demand deposits and interest-bearing savings and time deposits, are the primary source of the Company’s 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 2006 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 $12.6 million to $534.4 million at March 31, 2006 from $521.9 million at December 31, 2005. The increase in deposits was primarily the result of a $36.9 million increase in savings deposits and a $1.7 million increase in non-interest bearing demand deposits, partially offset by a $25.6 million decrease in interest bearing demand deposits and a $364 thousand decrease in time deposits. This resulted in a shift in our deposit concentration from 27 percent interest bearing demand and 27 percent savings accounts at December 31, 2005 to 21 percent interest bearing demand and 33 percent savings deposits at March 31, 2006. This reallocation was directly related to promotion of the Company’s new variable rate savings product and the transfer of balances from interest bearing demand accounts into the higher cost savings product.

Included in deposits at March 31, 2006 are $34.5 million of Government deposits, as compared to $43.6 million at December 31, 2005. These deposits are generally short in duration and are very sensitive to price competition. The Company believes the current portfolio of these deposits is appropriate.

19




Borrowed Funds and Subordinated Debentures

Borrowed funds and subordinated debentures totaled $49.3 million at March 31, 2006 and December 31, 2005.  As of March 31, 2006, 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 counterparty 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 million FHLB advance with a term of 10 years, expiring on April 27, 2015 and a fixed rate of 3.70 percent. The borrowing is convertible by the FHLB on April 27, 2008 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 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. At March 31, 2006, the rate equaled 8.36 percent. 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 Company’s variance in the economic value of equity, as a percentage of assets with rate shocks of 200 basis points at March 31, 2006, is a decline of 2.04 percent in a rising rate environment and an increase of 0.73 percent in a falling rate environment. Both variances are within the board-approved guidelines of +/- 3.00 percent. At December 31, 2005 the economic value of equity with rate shocks of 200 basis points was a decline of 1.66 percent in a rising rate environment and a decline of 0.18 percent in a falling rate environment.

Operating, Investing, and Financing Cash

Cash and cash equivalents amounted to $37.9 million at March 31, 2006, a decrease of $862 thousand from December 31, 2005. Net cash used in operating activities for the three months ended March 31, 2006, amounted to $976 thousand, primarily due to proceeds from the sales of SBA and commercial loans and net income from operations, offset by originations of loans held for sale. Net cash used in investing activities amounted to $12.4 million for the three months ended March 31, 2006, primarily due to loan originations and investments in premises and equipment, partially offset by proceeds from the maturities and principal paydowns on securities. Net cash provided by financing activities, amounted to $12.5 million for the three months ended March 31, 2006, attributable to increased deposits and proceeds from the exercise of stock options, partially offset by the payment of a dividend.

20




Liquidity

The Company’s 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, 2006, the Parent Company had $740 thousand in cash compared to $933 thousand at December 31, 2005. The  decrease in cash at the parent company was due to the payment of operating expenses and cash dividends 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, 2006, $37.8 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, 2006 amounted to approximately $60.9 million. An additional source of liquidity is Federal Funds sold, which were $25.7 million at March 31, 2006.

As of March 31, 2006, deposits included $34.5 million of Government deposits, as compared to $43.6 million at December 31, 2005. 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 $28.7 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, 2006, the Bank had approximately $162 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 $27 million of these commitments are for SBA loans, which may be sold into the secondary market.

Regulatory Capital

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 hybrid instruments, and (2) tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt and hybrid instruments which do 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 regulator’s 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.

21




The Company’s capital amounts and ratios are presented in the following table.          

 

 

 

(In thousands)

 



Actual

 

 


For Capital
Adequacy Purposes

 

 

To Be Well Capitalized
Under Prompt Corrective Action
 Provisions

 

 

 

 

 

 

As of March 31, 2006

 

Amount

 

Ratio

 

 

 

Amount

 

Ratio

 

 

Amount

 

Ratio

Leverage Ratio

 

51,081

 

 8.26%

 

³

 

24,730

 

4.00%

 

³

30,913

 

 5.00%

Tier I risk-based ratio

 

51,081

 

 9.93%

 

³

 

20,570

 

4.00%

 

³

30,855

 

 6.00%

Total risk-based ratio

 

57,518

 

11.18%

 

³

 

41,140

 

8.00%

 

³

51,425

 

10.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage Ratio

 

49,462

 

8.27%

 

³

 

23,935

 

4.00%

 

³

29,919

 

 5.00%

Tier I risk-based ratio

 

49,462

 

9.98%

 

³

 

19,827

 

4.00%

 

³

29,741

 

 6.00%

Total risk-based ratio

 

55,667

 

11.23%

 

³

 

39,655

 

8.00%

 

³

49,569

 

10.00%

 

The Bank’s capital amounts and ratios are presented in the following table.

 

 

 

(In thousands)

 



Actual

 

 


For Capital
Adequacy Purposes

 

 

To Be Well Capitalized
Under Prompt Corrective Action
 Provisions

 

 

 

 

 

 

As of March 31, 2006

 

Amount

 

Ratio

 

 

 

Amount

 

Ratio

 

 

Amount

 

Ratio

Leverage Ratio

 

44,046

 

 7.14%

 

³

 

24,686

 

4.00%

 

³

30,858

 

 5.00%

Tier I risk-based ratio 

 

44,046

 

 8.55%

 

³

 

20,598

 

4.00%

 

³

30,897

 

 6.00%

Total risk-based ratio 

 

56,491

 

10.97%

 

³

 

41,197

 

8.00%

 

³

51,496

 

10.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage Ratio

 

42,260

 

7.01%

 

³

 

24,124

 

4.00%

 

³

30,155

 

 5.00%

Tier I risk-based ratio

 

42,260

 

8.51%

 

³

 

19,855

 

4.00%

 

³

29,783

 

 6.00%

Total risk-based ratio

 

54,473

 

10.97%

 

³

 

39,711

 

8.00%

 

³

49,638

 

10.00%

 

Shareholders’ Equity

Shareholders’ equity increased $1.5 million, or 3.8 percent, to $42.5 million at March 31, 2006 compared to $40.9 million at December 31, 2005. This increase was the result of $1.7 million in net income and $274 thousand in proceeds from stock options exercised, partially offset by $313 thousand in cash dividends declared during the quarter and $70 thousand of depreciation in the market value of the securities available for sale portfolio.

On April 27, 2006, the Company announced a 5 percent stock distribution payable on June 30, 2006 to all shareholders of record as of June 16, 2006 and accordingly, all share amounts have been restated to include the effect of the distribution.

On October 21, 2002, the Company authorized the repurchase of up to 10% of its outstanding common stock. The amount and timing of purchases would be dependent upon a number of factors, including the price and availability of the Company’s shares, general market conditions and competing alternate uses of funds. There were no shares repurchased during the quarter-ended March 31, 2006. As of March 31, 2006 the Company had repurchased a total of 142 thousand shares of which 119 thousand shares have been retired, leaving 483 thousand shares remaining to be repurchased under the plan.

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 Company’s 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.

 

22




 

ITEM 3.                    Quantitative and Qualitative Disclosures about Market Risk

During 2006, there have been no significant changes in the Company’s assessment of market risk as reported in Item 6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. (See Interest Rate Sensitivity in Management’s Discussion and Analysis Herein.)

ITEM 4.                    Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2006. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s 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 SEC’s rules and forms. Such evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2006 has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, the Company is subject to 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 1.A.  Risk Factors

There have been no significant changes in the Company’s assessment of the risk factors associated with the Company’s securities in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 

(a)   and  (b) — none
(c )

 

Period

 

 

Total
Number of
Shares
Purchased

 

Average Price
Paid per Share

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

 

Maximum
Number of
Shares that May
Yet Be
Purchased Under
the Plans or
Programs

 

April 1, 2005 through April 30, 2005

 

0

 

0

 

118,650

 

506,100

 

May 1, 2005 through May 31, 2005

 

23,020

 

$10.51

 

141,670

 

483,080

 

June 1, 2005 through June 30, 2005

 

0

 

0

 

141,670

 

483,080

 

July 1, 2005 through March 31, 2006

 

0

 

0

 

141,670

 

483,080

 

Total

 

23,020

 

$10.51

 

141,670

 

483,080

 

 

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information - None

23




 

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

 

24




SIGNATURES

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.

UNITY BANCORP, INC.

 

 

 

 

Dated: May 15, 2006

By:

/s/  ALAN J. BEDNER, JR

 

 

 

Alan J. Bedner, Jr.

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer

 

 




EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q

 

EXHIBIT NO.

 

DESCRIPITION

 

31.1

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.

 

 

31.2

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.

 

 

32.1

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