UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ____ to ____.
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Exchange Act:
Securities registered pursuant to Section 12(g) of the Exchange Act: None
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:
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ◻ | Nonaccelerated filer ◻ | Smaller reporting company | |
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act: Yes
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuand 240.10D-1(b) ◻
The number of shares outstanding of each of the registrant’s classes of common equity stock, as of April 30, 2023 common stock, no par value:
Table of Contents
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3 | |||
Consolidated Balance Sheets at March 31, 2023 and December 31, 2022 | 3 | ||
Consolidated Statements of Income for the three months ended March 31, 2023 and 2022 | 4 | ||
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022 | 5 | ||
6 | |||
Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 | 7 | ||
8 | |||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | ||
54 | |||
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Exhibit 31.1 | |||
Exhibit 31.2 | |||
Exhibit 32.1 | |||
58 | |||
2
PART I CONSOLIDATED FINANCIAL INFORMATION
ITEM 1 Consolidated Financial Statements (Unaudited)
Unity Bancorp, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands) |
| March 31, 2023 |
| December 31, 2022 | ||
ASSETS | ||||||
Cash and due from banks | $ | | $ | | ||
Interest-bearing deposits |
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Cash and cash equivalents |
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Securities: | ||||||
Debt securities available for sale |
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Debt securities held to maturity |
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Equity securities with readily determinable fair values |
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Total securities |
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Loans: |
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SBA loans held for sale |
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SBA loans held for investment |
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SBA PPP loans | | | ||||
Commercial loans |
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Residential mortgage loans |
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Consumer loans | | | ||||
Residential construction loans |
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Total loans |
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Allowance for credit losses |
| ( |
| ( | ||
Net loans |
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Premises and equipment, net |
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Bank owned life insurance ("BOLI") |
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Deferred tax assets, net |
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Federal Home Loan Bank ("FHLB") stock |
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Accrued interest receivable |
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Other real estate owned ("OREO"), net | | | ||||
Goodwill |
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Prepaid expenses and other assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Liabilities: |
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Deposits: |
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Noninterest-bearing demand | $ | | $ | | ||
Interest-bearing demand |
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Savings |
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Brokered time deposits |
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Time deposits |
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Total deposits |
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Borrowed funds |
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Subordinated debentures |
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Accrued interest payable |
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Accrued expenses and other liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Common stock | |
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Retained earnings |
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Treasury stock | ( | ( | ||||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | $ | | ||
Shares issued | | | ||||
Shares outstanding | | | ||||
Treasury shares | | |
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
3
Unity Bancorp, Inc.
Consolidated Statements of Income
(Unaudited)
For the three months ended March 31, | ||||||||
(In thousands, except per share amounts) |
| 2023 |
| 2022 | ||||
INTEREST INCOME |
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Interest-bearing deposits | $ | | $ | | ||||
FHLB stock |
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Securities: |
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Taxable |
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Tax-exempt |
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Total securities |
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Loans: |
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SBA loans |
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SBA PPP loans | | | ||||||
Commercial loans |
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Residential mortgage loans |
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Consumer loans | | | ||||||
Residential construction loans |
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Total loans |
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Total interest income |
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INTEREST EXPENSE |
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Interest-bearing demand deposits |
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Savings deposits |
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Time deposits |
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Borrowed funds and subordinated debentures |
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Total interest expense |
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Net interest income |
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Provision (benefit) for credit losses |
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| ( | ||||
Net interest income after provision (benefit) for credit losses |
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NONINTEREST INCOME |
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Branch fee income |
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Service and loan fee income |
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Gain on sale of SBA loans held for sale, net |
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Gain on sale of mortgage loans, net |
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BOLI income |
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Net security losses |
| ( |
| ( | ||||
Other income |
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Total noninterest income |
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NONINTEREST EXPENSE |
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Compensation and benefits | |
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Processing and communications | |
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Occupancy | |
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Furniture and equipment | |
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Professional services | | | ||||||
Advertising | |
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Other loan expenses | |
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Deposit insurance | |
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Director fees | |
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Loan collection expenses | |
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Other expenses | |
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Total noninterest expense |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income | $ | | $ | | ||||
Net income per common share – Basic | $ | | $ | | ||||
Net income per common share – Diluted | $ | | $ | | ||||
Weighted average common shares outstanding – Basic |
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Weighted average common shares outstanding – Diluted |
| |
| |
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
4
Unity Bancorp, Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
For the three months ended | |||||||||||||||||||
March 31, 2023 | March 31, 2022 | ||||||||||||||||||
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Income tax | Income tax | ||||||||||||||||||
Before tax | expense | Net of tax | Before tax | expense | Net of tax | ||||||||||||||
(In thousands) | amount | (benefit) | amount |
| amount | (benefit) | amount | ||||||||||||
Net income | $ | | | | $ | | | | |||||||||||
Other comprehensive income (loss) before reclassifications | |||||||||||||||||||
Debt securities available for sale: |
| ||||||||||||||||||
Unrealized holding gains (losses) on securities arising during the period |
| | | | ( | ( | ( | ||||||||||||
Less: reclassification adjustment for losses on securities included in net income |
| — | — | — | ( | ( | ( | ||||||||||||
Total unrealized gains (losses) on securities available for sale |
| |
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| ( |
| ( |
| ( | |||||||
Net unrealized (losses) gains from cash flow hedges: |
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Unrealized holding (losses) gains on cash flow hedges arising during the period |
| ( | ( | ( | | | | ||||||||||||
Less: reclassification adjustment for gains on cash flow hedges included in net income | ( |
| ( |
| ( | — | — | — | |||||||||||
Total unrealized (losses) gains on cash flow hedges |
| ( | ( | ( |
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Total other comprehensive income |
| | | |
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Total comprehensive income | $ | | $ | | $ | | $ | | $ | | $ | |
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
5
Unity Bancorp, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
For the three months ended March 31, 2023 and 2022
(Unaudited)
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| Accumulated |
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other | Total | ||||||||||||||||
Common Stock | Retained | Treasury | comprehensive | shareholders’ | |||||||||||||
(In thousands) | Shares | Amount |
| earnings | stock | loss |
| equity | |||||||||
Balance, December 31, 2022 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Net income |
| — | A | — | | — | — |
| | ||||||||
Other comprehensive income, net of tax |
| — | — | — | — | |
| | |||||||||
Dividends on common stock ($ |
| | | ( | — | — |
| ( | |||||||||
Effect of adopting Accounting Standards Update ("ASU") No. 2016-13 ("CECL") | — | — | ( | — | — | ( | |||||||||||
Common stock issued & related tax effects (1) |
| | | — | — | — |
| | |||||||||
Treasury stock purchased, at cost | ( | — | — | ( | — | ( | |||||||||||
Balance, March 31, 2023 | |
| |
| | ( |
| ( |
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| Accumulated | ||||||||||||||
other | Total | ||||||||||||||||
Common Stock | Retained | Treasury | comprehensive | shareholders’ | |||||||||||||
(In thousands) |
| Shares | Amount |
| earnings | stock | income | aa | equity | ||||||||
Balance, December 31, 2021 |
| | $ | | $ | | $ | ( | $ | | $ | | |||||
Net income |
| — | A | — | | — | — |
| | ||||||||
Other comprehensive income, net of tax |
| — | — | — | — | |
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Dividends on common stock ($ |
| — | | ( | — | — |
| ( | |||||||||
Common stock issued & related tax effects (1) |
| | | — | — | — |
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Balance, March 31, 2022 | |
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| ( |
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(1) |
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
6
Unity Bancorp, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended March 31, | |||||||
(In thousands) |
| 2023 |
| 2022 | |||
OPERATING ACTIVITIES: |
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Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Provision (benefit) for credit losses |
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| ( | |||
Net amortization of purchase premiums and discounts on securities |
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Depreciation and amortization |
| ( |
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PPP deferred fees and costs | ( | ( | |||||
Deferred income tax (benefit) expense |
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| ( | |||
Net realized security gains |
| ( |
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Stock compensation expense |
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Valuation writedowns on OREO |
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Gain on sale of mortgage loans, net |
| ( |
| ( | |||
Gain on sale of SBA loans held for sale, net |
| ( |
| ( | |||
BOLI income |
| ( |
| ( | |||
Net change in other assets and liabilities |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES |
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Purchases of securities held to maturity |
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| ( | |||
Purchases of equity securities |
| ( |
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Purchases of securities available for sale |
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Proceeds from redemption of FHLB stock, at cost |
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Maturities and principal payments on securities held to maturity |
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Maturities, calls and principal payments on securities available for sale |
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Proceeds from sales of equity securities |
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Net decrease in SBA PPP loans | | | |||||
Net increase in loans |
| ( |
| ( | |||
Proceeds from BOLI |
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Purchases of premises and equipment |
| ( |
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Net cash used in investing activities |
| ( |
| ( | |||
FINANCING ACTIVITIES |
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Net increase in deposits |
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Repayments of borrowings |
| ( |
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Proceeds from exercise of stock options |
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Fair market value of shares withheld to cover employee tax liability |
| ( |
| ( | |||
Dividends on common stock |
| ( |
| ( | |||
Purchase of treasury stock | ( | | |||||
Net cash provided by financing activities |
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Increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents, beginning of year |
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Cash and cash equivalents, end of period | $ | | $ | | |||
SUPPLEMENTAL DISCLOSURES |
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Cash: |
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Interest paid | $ | | $ | | |||
Income taxes paid | | | |||||
Noncash investing activities: |
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Establishment of lease liability and right-of-use asset | | | |||||
Capitalization of servicing rights | | | |||||
Transfer of loans to OREO | | |
The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.
7
Unity Bancorp, Inc.
Notes to the Consolidated Financial Statements (Unaudited)
March 31, 2023
NOTE 1. 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"). The Bank has multiple subsidiaries used to hold part of its investment and loan portfolios. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current year presentation, with no impact on current earnings or shareholders’ equity. The financial information has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) 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 and revenues and expenses during the reporting periods. Actual results could differ from those estimates. Amounts requiring the use of significant estimates include the allowance for credit losses, valuation of deferred tax and servicing assets, the carrying value of loans held for sale and other real estate owned, the valuation of securities and the determination of impairment for securities and fair value disclosures. Management believes that the allowance for credit losses is adequate. While management uses available information to recognize credit losses, future additions to the allowance for credit losses may be necessary based on changes in economic conditions.
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”) and consist of normal recurring adjustments, that in the opnion of management, are necessary for the fair presentation of interim results. The results of operations for the three months ended March 31, 2023, 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. Certain information and financial disclosures required by U.S. GAAP have been condensed or omitted from interim reporting pursuant to SEC rules. Interim financial statements should be read in conjunction with the Company’s Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Risks and Uncertainties
Overall, the markets and customers serviced by the Company may be significantly impacted by ongoing macro-economic trends, such as inflation and recessionary pressures created by a higher interest rate environment. The Company assesses the impact of inflation on an ongoing basis.
Recent industry events transpired, including the failures of Silicon Valley Bank (“SVB”) headquartered in Santa Clara, California and Signature Bank headquartered in New York, New York in March 2023, have led to uncertainty and concerns regarding the liquidity positions of the banking sector. SVB was placed into receivership on March 10, 2023, marking the second largest bank failure in U.S. history. Signature Bank was placed into receivership on March 12, 2023, marking the third largest bank failure in U.S. history.
Both banks appear to have had high ratios of uninsured deposits to total deposits, when compared to industry average. These failures underscore the importance of maintaining access to diverse sources of funding. The Company’s deposit base includes a combination of consumer, commercial and public funds deposits, without a high level of industry concentration.
Market conditions and external factors may unpredictably impact the competitive landscape for deposits in the banking industry. Additionally, the rising interest rate environment has increased competition for liquidity and the premium at which liquidity is available to meet funding needs. The Company believes the sources of liquidity presented in the Unaudited Consolidated Financial Statements and the Notes to the Unaudited Consolidated Financial Statements are sufficient to meet its needs on the balance sheet date.
8
An unexpected influx of withdrawals of deposits could adversely impact the Company's ability to rely on organic deposits to primarily fund its operations, potentially requiring greater reliance on secondary sources of liquidity to meet withdrawal demands or to fund continuing operations. These sources may include proceeds from Federal Home Loan Bank advances, sales of investment securities and loans, federal funds lines of credit from correspondent banks and out-of market time deposits.
Such reliance on secondary funding sources could increase the Company's overall cost of funding and thereby reduce net income. While the Company believes its current sources of liquidity are adequate to fund operations, there is no guarantee they will suffice to meet future liquidity demands. This may necessitate slowing or discontinuing loan growth, capital expenditures or other investments, or liquidating assets.
New Accounting Guidance adopted in the First Quarter 2023
Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” amends the accounting guidance on the impairment of financial instruments. The Financial Accounting Standards Board (“FASB”) issued an amendment to replace the incurred loss impairment methodology under prior accounting guidance with a new current expected credit loss (“CECL”) model. Under the new guidance, the Company is required to measure expected credit losses by utilizing forward-looking information to assess its allowance for credit losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The measurement of expected credit losses under CECL methodology is applicable to financial assets measured at amortized cost, including loans and held to maturity debt securities. CECL also applies to certain off-balance sheet exposures.
The Company adopted ASU 2016-13 on January 1, 2023, using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The Company established a governance structure to implement the CECL accounting guidance and has developed a methodology and set of models to be used upon adoption. At adoption, the Company recorded $
For available for sale securities in an unrealized loss position, the Company first asseses whether it intends to sell, or is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the securiy’s amortized cost basis is written down to fair value through income. For securities available for sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses.
For other assets within the scope of the new CECL accounting guidance, such as held to maturity debt securities, available for sale securities and other receivables, management noted the impact from adoption to be inconsequential. Additionally, the Company noted the adoption of CECL had no significant impact on regulatory capital ratios of the Company and/or the Bank.
ASU 2022-01, “Derivatives and Hedging (Topic 815)”: ASU 2022-01 was issued to clarify the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios and financial assets. Among other things, the amended
9
guidance established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible and renamed that method the “portfolio layer” method. ASU 2022-01 is effective January 1, 2023. The Company adopted the guidance effective January 1, 2023, noting no material impact.
ASU 2022-02, “Financial Instruments – Credit Losses (Topic 326)”: ASU 2022-02 eliminates the guidance on troubled debt restructurings (“TDRs”) and requires entities to evaluate all loan modifications to determine if they result in a new loan or a continuation of the existing loan. ASU 2022-02 requires that entities disclose if the modifications result in a new loan or a continuation of the existing loan. ASU 2022-02 also requires that entities disclose current-period gross charge-offs by year of origination for loans and leases. The Company adopted ASU 2022-02 effective January 1, 2023, noting no material impact.
New Accounting Guidance issued in the First Quarter 2023
There were no material ASUs to the Company issued in the first quarter of 2023.
NOTE 2. Litigation
The Company may, in the ordinary course of business, become a party to litigation involving collection matters, contract claims and other legal proceedings relating to the conduct of its business. In the best judgment of management, based upon consultation with counsel, the consolidated financial position and results of operations of the Company will not be affected materially by the final outcome of any pending legal proceedings or other contingent liabilities and commitments.
NOTE 3. Net Income per Share
Basic net income per common share is calculated as net income divided by the weighted average common shares outstanding during the reporting period. Common shares include vested and unvested restricted shares.
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.
The following is a reconciliation of the calculation of basic and diluted income per share:
For the three months ended March 31, |
| |||||||
(In thousands, except per share amounts) |
| 2023 |
| 2022 |
|
| ||
Net income | $ | | $ | | ||||
Weighted average common shares outstanding - Basic |
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Plus: Potential dilutive common stock equivalents |
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Weighted average common shares outstanding - Diluted |
| |
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Net income per common share - Basic | $ | | $ | | ||||
Net income per common share - Diluted |
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Stock options and common stock excluded from the income per share calculation as their effect would have been anti-dilutive |
| — |
| — |
10
NOTE 4. Other Comprehensive Income (Loss)
The following tables show the changes in other comprehensive (loss) income for the three months ended March 31, 2023 and 2022, net of tax:
For the three months ended March 31, 2023 | |||||||||
|
|
| Accumulated | ||||||
| Net unrealized |
| Net unrealized |
| other | ||||
| (losses) gains on |
| gains (losses) from |
| comprehensive | ||||
(In thousands) | securities |
| cash flow hedges |
| income (loss) | ||||
Balance, beginning of period |
| $ | ( |
| $ | |
| $ | ( |
Other comprehensive income before reclassifications |
| |