UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 2000 Commission file
number 01-12292
UPBANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
--------
(State or other jurisdiction of
incorporation or organization)
36-3207297
----------
(I.R.S. Employer
Identification No.)
4753 N. BROADWAY, CHICAGO, ILLINOIS 60640
------------------------------------------
(Address of principal executive offices)(zip code)
(773) 878-2000
--------------
(Registrant's telephone number
including area code)
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 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 for the past 90 days. YES X No ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: Eight hundred thirty five
thousand one hundred eighty three (835,183) common shares were outstanding as of
November 8, 2000.
<PAGE>
PART 1 - Financial Information
Item 1. Financial Statements
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
September 30, December 31,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED) 2000 1999
------------------------------------------------------------------- --------------- -----------------
<S> <C> <C>
Assets
Cash and due from banks $22,260 $11,526
Federal funds sold 11,500 4,730
Securities available-for-sale 76,997 48,426
Mortgages held-for-sale 0 1,264
Loans (net of allowance for loan losses of
$3,607 and $3,114 in 2000 and 1999) 288,174 246,605
Premises and equipment, net 5,779 6,002
Other assets 6,425 6,224
--------------- -----------------
Total Assets $411,135 $324,777
=============== =================
Liabilities and Shareholders' Equity
Liabilities
Demand deposits $68,685 $53,213
Savings, NOW and money market deposits 138,384 119,309
Other time deposits 146,543 97,633
--------------- -----------------
Total deposits 353,612 270,155
Borrowed funds 26,164 28,634
Note payable 3,000 0
Accrued interest and other liabilities 3,759 3,464
--------------- -----------------
Total Liabilities 386,535 302,253
--------------- -----------------
Shareholders' Equity
Common stock, $1 par value: 3,000,000 shares authorized:
1,000,000 issued in 2000 and 1999 1,000 1,000
Additional paid in capital 4,500 4,500
Retained earnings 22,772 20,954
Treasury stock - 164,017 shares in 2000 and 162,692 in 1999 (3,053) (3,020)
Accumulated other comprehensive income (loss), net of tax (619) (910)
--------------- -----------------
Total Shareholders' Equity 24,600 22,524
--------------- -----------------
--------------- -----------------
Total Liabilities and Shareholders' Equity $411,135 $324,777
=============== =================
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 2000 1999 2000 1999
--------------------------------------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $7,012 $5,316 $19,089 $15,034
Interest on mortgages held-for-sale 0 18 0 67
Interest on federal funds sold 240 88 318 150
Interest and dividends on securities
Taxable 697 580 2,029 1,648
Non-taxable 99 91 296 247
------------- ------------- ------------- -------------
Total interest income 8,048 6,093 21,732 17,146
------------- ------------- ------------- -------------
Interest expense
Interest on savings, NOW and money market deposits 1,221 822 3,057 2,146
Interest on other time deposits 1,947 1,182 4,589 3,151
Interest on borrowed funds 437 253 1,316 812
Interest on note payable 43 0 63 0
------------- ------------- ------------- -------------
Total interest expense 3,648 2,257 9,025 6,109
------------- ------------- ------------- -------------
Net Interest Income 4,400 3,836 12,707 11,037
Provision for Loan Losses 150 255 485 575
------------- ------------- ------------- -------------
Net Interest Income after Provision for Loan Losses 4,250 3,581 12,222 10,462
------------- ------------- ------------- -------------
Noninterest Income
Service charges on deposit accounts 426 481 1,347 1,323
Mortgage banking fees 0 168 0 634
Other noninterest income 95 149 326 384
Net gains (losses) on sale of loans 12 32 39 52
Net gains (losses) on sale of securities 0 (35) 0 1
------------- ------------- ------------- -------------
Total noninterest income 533 795 1,712 2,394
------------- ------------- ------------- -------------
Noninterest Expense
Salaries and employee benefits 2,010 1,897 5,928 5,560
Net occupancy expense 133 188 467 481
Equipment expense 261 199 710 612
Outside fees & services 205 195 689 603
Advertising & business development expenses 88 110 242 307
Supplies and postage expense 97 97 372 336
Data processing expense 288 275 797 789
Regulatory fees and insurance 95 95 192 151
Other operating expense 428 321 1,241 993
------------- ------------- ------------- -------------
Total noninterest expense 3,605 3,377 10,638 9,832
------------- ------------- ------------- -------------
Income Before Income Taxes 1,178 999 3,296 3,024
Income taxes 404 347 1,152 1,069
------------- ------------- ------------- -------------
Net Income $774 $652 $2,144 $1,955
============= ============= ============= =============
Basic Earnings Per Share $0.93 $0.76 $2.56 $2.56
============= ============= ============= =============
Weighted Average Shares Outstanding 836,146 863,301 836,867 865,864
============= ============= ============= =============
Cash Dividends Paid $109 $112 $326 $337
============= ============= ============= =============
Payout Ratio 14.08% 17.18% 15.21% 17.24%
============= ============= ============= =============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the nine months ended September 30,
(DOLLARS IN THOUSANDS) (UNDAUDITED) 2000 1999
-------------------------------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $2,144 $1,955
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 485 575
Depreciation and amortization 968 939
Net (gain) loss on sale of securities 0 (1)
Net (gain) loss on sale of mortgage loans 0 (634)
Net (gain) loss on sale of other real estate owned 0 0
Change in deferred income taxes (113) (462)
Amortization (Accretion) on securities, net (219) (192)
Originations of mortgages held-for-sale (938) (36,603)
Proceeds from sales of mortgages held-for-sale 2,202 40,337
Changes in assets and liabilities:
(Increase) decrease in accrued interest receivable and other assets (337) 156
Increase (decrease) in accrued interest payable and other liabilities 295 406
---------------- ----------------
Net Cash Provided by (used in) operating activities 4,487 6,476
---------------- ----------------
Cash Flows from Investing Activities
Net (increase) decrease in federal funds sold (6,770) 3,626
Purchases of available-for-sale securities (27,876) (40,468)
Proceeds from maturities and redemptions of
available-for-sale securities 0 10,479
Proceeds from sale of available-for-sale securities 0 22,297
Proceeds from maturities and redemptions of
held-to-maturity securities 0 200
Net (increase) decrease in loans (42,054) (39,529)
Purchases of premises and equipment (681) (702)
Proceeds from sale of other real estate 0 0
---------------- ----------------
Net cash provided by (used in) investing activities (77,381) (44,097)
---------------- ----------------
Cash Flows from Financing Activities
Net increase (decrease) in total deposits 83,457 40,319
Net increase (decrease) in borrowed funds (2,470) 804
Net increase (decrease) in note payable 3,000 0
Cash dividends paid (326) (337)
Purchase of treasury stock (33) (240)
---------------- ----------------
Net cash provided by (used in) financing activities 83,628 40,546
---------------- ----------------
Net increase (decrease) in cash and due from banks 10,734 2,925
Cash and due from banks at beginning of period 11,526 9,165
---------------- ----------------
Cash and due from banks at end of period $22,260 $12,090
================ ================
Supplemental disclosure of cash flow information:
Cash payments for: Interest 8,774 6,008
Income taxes 1,440 1,341
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>
4
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid In Retained Treasury Comprehensive
Stock Capital Earnings Stock Income Total
----------- ------------ ---------- ---------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 2000 $1,000 $4,500 $20,954 ($3,020) ($910) $22,524
------------
Comprehensive Income:
Net income for the nine months
ended September 30, 2000 2,144 2,144
Unrealized gain (loss) on
securities available-for-sale,
net of tax of $(185) 291 291
------------
Comprehensive Income 2,435
------------
Cash dividends: $.39 per share (326) (326)
------------
Purchase of treasury stock (33) (33)
----------- ------------ ---------- ---------- --------------- ------------
Balance, September 30, 2000 $1,000 $4,500 $22,772 ($3,053) ($619) $24,600
=========== ============ ========== ========== =============== ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
NOTE A: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for fair presentation have been
included.
Operating results of the three months ended or the nine months ended September
30, 2000 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999.
Prior period's amounts included in these financial statements have been
reclassified to place them on a basis consistent with the current period's
financial statements.
<TABLE>
<CAPTION>
NOTE B: SECURITIES
SECURITIES AVAILABLE-FOR-SALE
The amortized cost and fair value of these are as follows at September 30, 2000:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C>
U. S. Treasury Securities $20,692 $0 $4 $20,688
U. S. Government agencies 38,359 0 369 37,990
States and political subdivisions 7,877 33 267 7,643
Mortgage-backed securities 5,701 0 231 5,470
Other securities 5,383 0 177 5,206
------------ ---------- ---------- ---------------
Total securities available-for-sale $78,012 $33 $1,048 $76,997
============ ========== ========== ===============
</TABLE>
5
<PAGE>
NOTE C: LOANS AND NONPERFORMING ASSETS
The following summarizes loans at the dates indicated:
<TABLE>
<CAPTION>
Sept. 30, Dec. 31,
2000 1999
---------- ---------------
<S> <C> <C>
Commercial - Aircraft related $62,733 $53,531
Commercial - Other 52,484 42,320
Secured by real estate - Construction 50,113 35,686
Secured by real estate - Residential (1 to 4 family) 34,802 30,147
Secured by real estate - Residential (5 or more) 28,680 27,514
Secured by real estate - Non-Residential 56,665 55,352
Consumer and all other 6,817 5,607
Deferred loan income (513) (438)
---------- ---------------
Total loans 291,781 249,719
Less: Allowance for loan losses (3,607) (3,114)
---------- ---------------
Total loans, net of allowance for loan losses $288,174 $246,605
========== ===============
</TABLE>
The following summarizes the analysis of the allowance for loan losses
for the nine months ended:
<TABLE>
<CAPTION>
Sept. 30, Sept. 30,
2000 1999
---------- ---------------
<S> <C> <C>
Balance at beginning of year $3,114 $2,499
Charge-offs:
Commercial - Other 8 77
Real Estate - Residential (1 to 4 family) 0 105
Consumer and all other, net of unearned income 1 22
---------- ---------------
Total charge-offs 9 204
Recoveries:
Commercial - Other 11 111
Real Estate - Residential (1 to 4 family) 3 0
Consumer and all other, net of unearned income 3 6
---------- ---------------
Total recoveries 17 117
Net recoveries (charge-offs) 8 (87)
Provision for loan losses 485 575
---------- ---------------
Balance at end of period $3,607 $2,987
========== ===============
</TABLE>
The following summarizes nonperforming assets at the dates indicated:
<TABLE>
<CAPTION>
Sept. 30, Dec. 31,
2000 1999
---------- ---------------
<S> <C> <C>
Nonaccrual loans $802 $849
Restructured loans 43 58
---------- ---------------
Total nonperforming loans 845 907
Other real estate owned (OREO) 0 0
---------- ---------------
Total nonperforming assets $845 $907
========== ===============
</TABLE>
NOTE D: NOTE PAYABLE
The Company has a $5 million line of credit, a secured revolving note payable,
with a correspondent bank at September 30, 2000. This note had an outstanding
balance of $3 million, interest is calculated on the basis of 3-month LIBOR
plus 150 basis points. Interest is due and payable quarterly. The expiration
date of the line is April 1, 2002. The note also contains certain covenants
which limit changes in capital structure, the purchase of or merger with other
banks and/or businesses, and the guarantees of other liabilities and
obligations. In addition, the Company must meet certain financial ratios. The
Company was in compliance with all covenants of the agreement at September 30,
2000.
NOTE E: COMPREHENSIVE INCOME
The following summarizes Comprehensive Income for the nine months ended:
<TABLE>
<CAPTION>
Sept. 30, Sept. 30,
2000 1999
---------- ---------------
<S> <C> <C>
Net Income $2,144 $1,955
Other Comprehensive Income, net of income taxes:
Unrealized gains (losses) on securities available-for-sale 291 (804)
---------- ---------------
Comprehensive Income $2,435 $1,151
========== ===============
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ON FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the periods included in the consolidated financial
statements set forth in this filing. The Company's Form 10-Q for the quarter
ended September 30, 1999 is incorporated by reference.
RESULTS OF OPERATIONS
The Company's net income for the nine months ended September 30, 2000 was $2,144
compared to $1,955 in 1999. Basic earnings per share was $2.56, a 13.47%
increase from last year's $2.26. Return on average equity was 11.74% in 2000
compared to 11.36% in 1999, a 3.35% increase. Return on average assets was .82%
for 2000 compared to .86% in the previous year, a 4.66% decease, due in part to
the 31.96% increase in assets.
The Company's net interest income was $12,707 for the first nine months of
2000, an increase of 15.13% over the $11,037 registered in the same period of
1999. An increase in average earning assets was partly neutralized by a lower
net margin of 5.26% in 2000 as compared to 5.63% for 1999, as average rates
earned on loans increased more slowly than average rates paid on deposits. The
results for the first nine months of 1999 reflect a nonrecurring collection of
past-due interest received in payoff of a nonperforming loan. A continuation of
strong growth in the loan portfolio, particularly in construction related real
estate lending, aircraft and other commercial loans, was the main component in
net interest income improvement.
The provision for loan losses was $485 in 2000 and $575 in 1999, reflecting the
continued growth in the loan portfolio since December 31, 1999, as well as
management's overall risk assessment. Net recoveries were $9 for the first nine
months of 2000, compared to net charge-offs of $87 in the same period for 1999.
The allowance for loan losses as a percent of total loans was 1.24% at
September 30, 2000 and 1.25% at December 31, 1999. Total nonperforming assets
as a percent of total assets were .21% at September 30, 2000 and .28% at
December 31, 1999.
Total noninterest income decreased 28.49% to $1,712 for the first nine months
of 2000 over the previous year, as a result of the sale of our mortgage banking
division in December, 1999. Excluding mortgage banking fees, noninterest income
decreased 2.72% in 2000, compared to 1999. There were no securities gains in the
first nine months of 2000, compared to a net gain of $1 in the same period
last year. Service charges on deposit accounts increased 1.81% in 2000 over the
first three quarters of 1999, reflecting the continued expansion of ATM and
debit card base and the resultant increase in activity.
Total noninterest expense for the first nine months of 2000 increased 8.20% to
$10,638 from the year earlier period. The increase in salaries and employee
benefits in 2000 to $5,928 from $5,560 in 1999, is a direct result of "staffing
up" at the new Chicago branch, along with moderate salary increases and higher
benefit costs for the existing staff, which offset the savings realized from
the sale of the mortgage banking division. Net occupancy and equipment expense
increased $84 to $1,177 in 2000 from $1,093 in 1999, due primarily to full
period rental expense on the new Chicago branches. Other noninterest expense
increased 11.13% to $3,533 in the first nine months of 2000 from $3,179 in the
comparable 1999 period.
FINANCIAL CONDITION CHANGES
Total assets were $411,135 at September 30, 2000 compared to $324,777 at
December 31, 1999. The overall increase in cash and due from banks and federal
funds sold are a function of regular deposit activity and funds management in
the current interest rate environment. The increase in the securities portfolio
is also a reflection of active funds management via investment in short term
U.S. Treasury securities funded by quarter-end deposit growth. The increase in
the loan portfolio was funded by deposit growth as well.
Total deposits increased $83,457 or 30.89% from year-end. Noninterest bearing
deposits increased 29.08% or $15,472, due to core growth, as well as seasonal
fluctuations. Interest bearing deposits increased $68,985 as a result of an
aggressive time deposit promotion at our Chicago branch offices. Borrowed funds
and note payable increased $530 from year-end levels.
7
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure that
sufficient funds are available to meet customers' loan demands and deposit
withdrawal requests. The banking subsidiaries' liquidity sources consist of
investment securities, maturing loans and other short-term investments.
Liquidity can also be obtained through liabilities such as core deposits,
borrowed funds, certificates of deposit and public fund deposits.
At September 30, 2000, Shareholders' Equity was $24,600 compared to $22,524 at
December 31, 1999, an increase of $2,076, or 9.22%. Accumulated other
comprehensive income at quarter-end increased $291 due to unrealized losses in
securities available-for-sale, net of tax. Shareholders' Equity as a percentage
of total assets at September 30, 2000 was 5.98%. The following table represents
the Company's consolidated regulatory capital position as of September 30,
2000.
<TABLE>
<CAPTION>
Regulatory capital at September 30, 2000:
Tier 1 Total
Leverage Risk-Based Risk-Based
Ratio Capital Capital
------------- -------------- --------------
<S> <C> <C> <C>
Upbancorp, Inc. ratio 6.5% 8.1% 9.3%
Regulatory minimum ratio 4.0% 4.0% 8.0%
</TABLE>
The Company operates a full-service community bank through seven banking
offices in northern Chicago and metropolitan Phoenix. In the third quarter
Heritage Bank ("Heritage") in Phoenix merged with and under the charter of
Uptown National Bank of Chicago ("Uptown"). The offices of Heritage operate as
branches of Uptown. Heritage will retain its name in the Phoenix area. All
current locations remained fully operational with no resulting adverse changes
to products or services offered.
FORWARD LOOKING STATEMENTS
Statements made about the Company's future economic performance, strategic plans
or objectives, revenue or earnings projections, or other financial items and
similar statements are not guarantees of future performance, but are forward
looking statements. By their nature, these statements are subject to numerous
uncertainties that could cause actual results to differ materially from those
in the statements. Important factors that might cause the Company's actual
results to differ materially include, but are not limited to, the following:
-Federal and state legislative and regulatory developments;
-Changes in management's estimate of the adequacy of the allowance for
loan losses(and / or other significant estimates such as OREO, deferred
tax valuation allowance, etc.);
-Changes in the level and direction of loan delinquencies and write-offs;
-Interest rate movements and their impact on customer behavior and
Upbancorp's net interest margin;
-The impact of repricing and competitors' pricing initiatives on loan and
deposit products;
-Upbancorp's ability to adapt successfully to technological changes to
meet customers' needs and developments in the market place;
-Upbancorp's ability to access cost effective funding;
-Economic conditions;
-Year 2000 related complications and
-Recently enacted financial modernization legislation.
8
<PAGE>
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ON MARKET RISK
Management, to augment static gap analysis, uses an additional measurement tool
to evaluate its asset/liability sensitivity, which determines exposure to
changes in interest rates by measuring the change in net interest income as a
percentage of Capital, due to changes in rates over a one-year horizon.
Management measures such change assuming an immediate and sustained parallel
shift in rates of 50, 100 and 200 basis points, both upward and downward. The
model uses scheduled amortization, call date or final maturity as appropriate
on all non-rate sensitive assets. The model uses repricing frequency on all
variable rate assets and liabilities, it also uses a 5-year decay analysis on
all non-rate sensitive deposits. Prepayment rates on fixed rate loans have been
adjusted up or down by 10% per year to incorporate historical experience in
both an up-rate and down-rate environment.
Utilizing this measurement concept, the interest rate risk of the Company,
expressed as change in net interest income as a percentage of capital over a
1-year time horizon due to changes in interest rates is as follows:
<TABLE>
<CAPTION>
BASIS POINT CHANGE
--------------------------------------------------------------------------
+200 +100 +50 -50 -100 -200
---- ---- --- --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
At September 30, 2000 -0.52% -0.18% -0.17% 0.18% 0.18% -0.16%
At December 31, 1999 -0.96% -0.48% -0.36% 0.36% 0.43% -0.21%
</TABLE>
9
<PAGE>
PART 2. - Other Information
Item 1 - Legal Proceedings
None required
Item 2 - Changes in Securities
None required
Item 3 - Defaults upon Senior Securities
None required
Item 4 - Submission of Matters to a Vote of Security Holders
None required
Item 5 - Other Information
None required
Item 6 - Exhibits and Reports on Form 8-K
None required
10
<PAGE>
CONFORMED
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
Date: November 8, 2000 UPBANCORP, INC.
---------------
(The Registrant)
\s\Richard K. Ostrom
--------------------
Richard K. Ostrom
Chairman of the Board,
President and Chief
Executive Officer
11
