United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Period Ended September 30, 2000.
or
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Transition Period From ______ to ______.
UNIVEST CORPORATION OF PENNSYLVANIA
-----------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1886144
------------ ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation of organization)
10 West Broad Street, Souderton, Pennsylvania 18964
---------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (215) 721-2400
--------------
Not applicable
--------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed 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
requirements for the past 90 days. Yes |X| No |_|.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $5 par value 7,364,969
-------------------------- ---------
(Title of Class) (Number of shares outstanding at 9/30/00)
<PAGE>
UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES
INDEX
Page Number
-----------
Part I. Financial Information:
Item 1: Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 2000 and December 31, 1999 1
Condensed Consolidated Statements of Income
Three and Nine Months Ended September 30, 2000 and 1999 2
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2000 and 1999 3
Notes to Condensed Consolidated Financial Statements 4
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II. Other Information: 14
Other Information
Part III. Financial Data Schedule 16
<PAGE>
UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED) (SEE NOTE)
September 30, 2000 December 31, 1999
------------------ -----------------
(In thousands)
<S> <C> <C>
ASSETS
CASH AND DUE FROM BANKS $ 44,625 $ 35,066
INTEREST BEARING DEPOSITS WITH OTHER BANKS 4,871 3,839
INVESTMENT SECURITIES HELD-TO-MATURITY 141,466 137,461
(MARKET VALUE $140,456 AT 9/30/00
AND $135,107 AT 12/31/99)
INVESTMENT SECURITIES AVAILABLE-FOR-SALE 188,085 174,414
FEDERAL FUNDS SOLD AND OTHER
SHORT TERM INVESTMENTS 13,200 1,800
LOANS 712,059 722,474
LESS: RESERVE FOR POSSIBLE LOAN LOSSES (10,603) (11,223)
----------------- -----------------
NET LOANS 701,456 711,251
OTHER ASSETS 67,093 57,161
----------------- -----------------
TOTAL ASSETS $ 1,160,796 $ 1,120,992
================= =================
LIABILITIES
DEMAND DEPOSITS, NON INTEREST BEARING $ 161,202 $ 159,300
DEMAND DEPOSITS, INTEREST BEARING 275,833 266,212
SAVINGS DEPOSITS 128,897 136,387
TIME DEPOSITS 380,016 348,776
----------------- -----------------
TOTAL DEPOSITS 945,948 910,675
SHORT-TERM BORROWINGS 59,506 72,098
OTHER LIABILITIES 22,897 17,393
LONG-TERM DEBT 21,075 18,075
----------------- -----------------
TOTAL LIABILITIES 1,049,426 1,018,241
SHAREHOLDERS' EQUITY
COMMON STOCK 41,037 39,272
ADDITIONAL PAID-IN CAPITAL 20,912 14,908
RETAINED EARNINGS 74,624 73,409
ACCUMULATED OTHER COMPREHENSIVE LOSS (1,263) (2,672)
TREASURY STOCK (23,940) (22,166)
----------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 111,370 102,751
----------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,160,796 $ 1,120,992
================= =================
</TABLE>
NOTE: THE CONDENSED CONSOLIDATED BALANCE SHEET AT DECEMBER 31,1999 HAS BEEN
DERIVED FROM THE AUDITED FINANCIAL STATEMENTS AT THAT DATE BUT DOES NOT INCLUDE
ALL OF THE INFORMATION AND FOOTNOTES REQUIRED BY ACCOUNTING PRINCIPLES GENERALLY
ACCEPTED IN THE UNITED STATES.
1
<PAGE>
UNIVEST CORPORATION OF PENNSYLVANIA AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPT. 30, ENDED SEPT. 30,
2000 1999 2000 1999
(in thousands, except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
INTEREST AND FEES ON LOANS
TAXABLE INTEREST AND FEES ON LOANS $14,220 $13,159 $41,843 $38,943
EXEMPT FROM FEDERAL INCOME TAXES 800 686 2,361 1,906
------- ------- ------- -------
TOTAL INTEREST AND FEES ON LOANS 15,020 13,845 44,204 40,849
INTEREST AND DIVIDENDS ON
INVESTMENT SECURITIES 4,729 4,691 13,825 13,508
OTHER INTEREST INCOME 581 128 1,360 653
------- ------- ------- -------
TOTAL INTEREST INCOME 20,330 18,664 59,389 55,010
------- ------- ------- -------
INTEREST EXPENSE
INTEREST ON DEPOSITS 8,537 7,134 24,156 21,142
OTHER INTEREST EXPENSE 916 788 2,551 2,180
------- ------- ------- -------
TOTAL INTEREST EXPENSE 9,453 7,922 26,707 23,322
------- ------- ------- -------
NET INTEREST INCOME 10,877 10,742 32,682 31,688
PROVISION FOR LOAN LOSSES 215 251 57 801
------- ------- ------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 10,662 10,491 32,625 30,887
OTHER INCOME
TRUST 1,150 937 3,450 2,892
SERVICE CHARGES ON DEMAND DEPOSITS 915 899 2,763 2,524
COMMISSION INCOME 662 472 2,056 1,440
OTHER INCOME 1,430 1,529 4,364 4,119
------- ------- ------- -------
TOTAL OTHER INCOME 4,157 3,837 12,633 10,975
OTHER EXPENSES
SALARIES AND BENEFITS 5,114 4,686 15,829 13,810
NET OCCUPANCY 661 606 1,975 1,843
EQUIPMENT 407 416 1,228 1,227
OTHER EXPENSES 2,664 2,824 7,884 8,294
------- ------- ------- -------
TOTAL OTHER EXPENSES 8,846 8,532 26,916 25,174
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 5,973 5,796 18,342 16,688
APPLICABLE INCOME TAXES 1,641 1,681 5,267 4,895
------- ------- ------- -------
NET INCOME $ 4,332 $ 4,115 $13,075 $11,793
======= ======= ======= =======
PER COMMON SHARE DATA:
NET INCOME PER SHARE:
BASIC $ 0.59 $ 0.54 $ 1.76 $ 1.55
DILUTED $ 0.59 $ 0.54 $ 1.76 $ 1.54
CASH DIVIDENDS DECLARED PER SHARE $ 0.19 $ 0.162 $ 0.542 $ 0.467
</TABLE>
2
<PAGE>
Univest Corporation of Pennsylvania and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the nine months ended,
Sept. 30, 2000 Sept 30, 1999
-------------- -------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,075 $ 11,793
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses (less than) in excess of net charge-offs (620) 683
Depreciation of premises and equipment 1,735 1,737
(Discount accretion) premium amortization on investment securities (97) 14
Deferred tax benefit (132) (212)
Realized gains on investment securities -- (52)
Realized gains on sales of mortgages (2) (42)
Decrease in net deferred loan fees (58) (39)
Increase in interest receivable and other assets (1,582) (2,725)
Increase (decrease) in accrued expenses and other liabilities 4,653 (3,360)
--------- ---------
Net cash provided by operating activities 16,972 7,797
Cash flows from investing activities:
Proceeds from sales of securities available for sale 8,549 17,919
Proceeds from maturing securities held to maturity 55,475 81,022
Proceeds from maturing securities available for sale 11,175 25,372
(Increase) decrease in interest-bearing deposits (1,032) 1,731
Purchases of investment securities held to maturity (59,485) (11,165)
Purchases of investment securities available for sale (31,095) (108,581)
Premium paid to purchase bank-owned life insurance (8,000) --
Net (increase) decrease in federal funds sold and
other short-term investments (11,400) 12,700
Proceeds from sales of mortgages 1,034 9,933
Net decrease (increase) in loans 9,441 (47,438)
Capital expenditures (1,884) (1,536)
Other investing activities (200) (4,000)
--------- ---------
Net cash used in investing activities (27,422) (24,043)
Cash flows from financing activities:
Net increase in deposits 35,273 2,631
Net (decrease) increase in short-term borrowings (12,592) 27,927
Proceeds from long-term debt 3,000 4,000
Purchases of treasury stock (2,892) (8,561)
Stock issued under dividend reinvestment and
employee stock purchase plans 996 936
Proceeds from exercise of stock options 57 633
Cash dividends (3,833) (3,433)
--------- ---------
Net cash provided by financing activities 20,009 24,133
Net increase in cash and due from banks 9,559 7,887
Cash and due from banks at beginning of period 35,066 26,011
--------- ---------
Cash and due from banks at end of period $ 44,625 $ 33,898
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 24,099 $ 24,591
</TABLE>
3
<PAGE>
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Financial Information
The accompanying condensed consolidated financial statements include the
accounts of Univest Corporation of Pennsylvania (Univest) and its wholly owned
subsidiaries, including Union National Bank and Trust Company (Union) and
Pennview Savings Bank (Pennview), collectively referred to herein as the
"Banks". The condensed consolidated financial statements included herein have
been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The accompanying condensed consolidated financial
statements reflect all adjustments which are of a normal recurring nature and
are, in the opinion of management, necessary to present a fair statement of the
results and condition for the interim periods presented. Operating results for
the nine-month period ended September 30, 2000 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2000. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in the
registrant's Annual Report on Form 10-K for the year ended December 31, 1999,
which has been filed with the Securities and Exchange Commission.
Note 2. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share (in thousands):
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended Sept. 30, Ended Sept. 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator:
Net Income $4,332 $4,115 $13,075 $11,793
Numerator for basic and diluted earnings per
share - income available to common
shareholders 4,332 4,115 13,075 11,793
Denominator:
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Denominator for basic earnings per share-
weighted-average shares outstanding 7,384 7,573 7,412 7,627
Effect of dilutive securities:
Employee stock options 19 33 21 48
-------------------- --------------------
Denominator for diluted earnings per share
adjusted weighted-average shares
outstanding 7,403 7,606 7,433 7,675
==================== ====================
Basic earnings per share $ .59 $ .54 $ 1.76 $ 1.55
==================== ====================
Diluted earnings per share $ .59 $ .54 $ 1.76 $ 1.54
==================== ====================
</TABLE>
Note 3. Stock Dividend
The Corporation paid a 5% stock dividend on May 1, 2000 to all shareholders of
record as of April 14, 2000. All share and per share information has been
restated to reflect the dividend.
Note 4. Comprehensive Income
Statement No. 130, "Reporting Comprehensive Income" (SFAS No. 130), establishes
new rules for the reporting and display of comprehensive income and its
components; however, the adoption of this Statement had no impact on the
Corporation's net income or shareholders' equity. SFAS No. 130 requires
unrealized gains or losses on the Corporation's available-for-sale securities,
which prior to adoption were reported separately in shareholders' equity, to be
included in accumulated other comprehensive income. The following shows the
comprehensive income, net of income taxes, for the periods presented:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30
2000 1999 2000 1999
---- ---- ---- ----
(in thousands)
<S> <C> <C> <C> <C>
Net income $ 4,332 $ 4,115 $ 13,075 $ 11,793
Change in unrealized gain (loss) on available
for sale investment securities 1,550 (504) 1,409 (2,701)
-------- -------- -------- --------
Total comprehensive income $ 5,882 $ 3,611 $ 14,484 $ 9,092
======== ======== ======== ========
</TABLE>
5
<PAGE>
Note 5. Recent Accounting Pronouncements
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133), as amended, which is
required to be adopted in years beginning after June 15, 2000. The Statement
will require the Corporation to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. Because of the
Corporation's minimal use of derivatives, management does not anticipate that
the adoption of the new standard will have a significant effect on earnings or
the financial position of the Corporation.
6
<PAGE>
Item 2.
Management's Discussion and Analysis
of Financial Condition and
Results of Operations
Net Income
Net income increased 4.9% or $0.2 million from $4.1 million for the three
months ended September 30, 1999 to $4.3 million for the three months ended
September 30, 2000. Net income for the nine months ended September 30, 2000
increased 11.0% or $1.3 million from $11.8 million for the nine months ended
September 30, 1999 to $13.1 million for the nine months ended September 30,
2000. The net income growth was due mainly to increases in net interest income
and other income. The increases were offset by a slight rise in other expenses.
Net Interest Income
Interest and fees on loans increased $1.2 million from $13.8 million for
the three months ended September 30, 1999 to $15.0 million for the three months
ended September 30, 2000. For the nine months ended September 30, 2000, interest
and fees on loans increased $3.4 million from $40.8 million to $44.2 million at
September 30, 2000. The growth is due to an increase in average loan volume and
an increase in prime rate. At September 30, 2000, prime rate averaged 9.19%, but
at September 30, 1999 it averaged 7.86%. Prime rate was increased from 8.50% in
January 2000 to 8.75% in February 2000, 9.00% in March 2000 and 9.50% in May
2000 and currently remains at 9.50%.
Interest on investment securities remained constant at $4.7 million for
the three-month periods ended September 30, 2000 and September 30, 1999. For the
nine months ended September 30, 2000 interest on investments increased by $0.3
million from $13.5 million for the nine months ended September 30, 1999 to $13.8
million for the same period in 2000. The increase was due to both a higher
average volume and a higher average yield.
Other interest income increased $0.5 million for the three-month period
ended September 30, 2000 and $0.7 million for the nine-month period ended
September 30, 2000 due to an increase in federal funds sold.
Interest expense increased $1.6 from $7.9 million for the three months
ended September 30, 1999 to $9.5 million for the three-month period ended
September 30, 2000. Interest expense increased $3.4 million from $23.3 million
for the nine months ended September 30, 1999 to $26.7 million for the nine-month
period ended September
7
<PAGE>
30, 2000. The increase in both periods is primarily attributed to volume growth
with a small rise in average rate. Money market savings and certificates of
deposit volumes grew due to special rate promotions.
The asset/liability management process continues with its goal of
providing stable reliable earnings through varying interest rate environments.
Net interest income is the amount by which interest income on earning assets
exceeds interest paid on interest bearing liabilities. Changes in interest
rates, account balances or volume, and the mix of earning assets and interest
bearing liabilities affect the amount of net interest income. The nine months
ended September 30, 2000 shows net interest income of $32.7 million, which is an
increase of $1.0 million over the $31.7 million recorded for the nine months
ended September 30, 1999. Average interest earning assets increased by $45.9
million for the nine months ended September 30, 2000 as compared to the nine
months ended September 30, 1999. An increase in deposits provided the funds for
investment growth. Average interest bearing liabilities increased $47.7 million
for the nine months ended September 30, 2000 as compared to the same period in
1999. Interest earning assets yielded 20 basis points more than last year. This
was offset by an increase of 30 basis points paid on interest bearing
liabilities. The net interest margin decreased to 4.1%.
The following table demonstrates the aforementioned effects:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
9/30/00 9/30/99
------- -------
AVG. BALANCE RATE AVG. BALANCE RATE
----------------- -----------------
<S> <C> <C> <C> <C>
Interest Earnings Assets $1,052,631 7.5% $1,006,707 7.3%
Interest Bearing Liabilities 864,393 4.1% 816,676 3.8%
Net Interest Income 32,682 31,688
Net Interest Spread 3.4% 3.5%
Net Interest Margin 4.1% 4.2%
</TABLE>
The Corporation uses interest-rate swap agreements that convert a portion
of its floating rate commercial loans to a fixed rate basis. In these swaps, the
Corporation agrees to exchange, at specified intervals, the difference between
fixed and floating-interest rates calculated on an agreed upon notional
principal amount. Interest rate swaps in which the Corporation pays a floating
rate and receives a fixed rate are used to reduce the impact of changes in
interest rates on the Corporation's net interest income.
8
<PAGE>
At September 30, 2000, September 30, 1999 and December 31, 1999, the
notional amount of "Pay Floating, Receive Fixed" swaps outstanding were $30.0
million, $40.0 million and $40.0 million respectively. The net payable or
receivable from interest rate swap agreements is accrued as an adjustment to
interest income. The $30.0 million in notional amount interest rate swaps
outstanding at September 30, 2000 expire as follows: $20.0 million in notional
principal amount in second quarter 2001 and $10.0 million in first quarter 2002.
The impact of interest rate swaps on net interest income for the quarter ended
September 30, 2000 was a negative $54 thousand as compared to a positive $48
thousand for the quarter ended September 30, 1999. For the nine months ended
September 30, 2000 the impact was a negative $128 thousand as compared to a
positive $208 thousand for the nine months ended September 30, 1999. The cost of
the swaps increased by the same amount as the income on the floating loans being
hedged. Both increases resulted from a rise in the prime rate.
The Corporation's current credit exposure on swaps is limited to the value
of interest-rate swaps that have become favorable to the Corporation. As of
September 30, 2000, the market value of interest-rate swaps in a favorable
position was $44 thousand and the market value of interest-rate swaps in an
unfavorable position was $155 thousand. As of September 30, 1999, the market
value of interest-rate swaps in a favorable position was $5 thousand and the
market value of interest-rate swaps in an unfavorable position was $207
thousand. Credit risk exists when the counterparty to a derivative contract with
an unrealized gain fails to perform according to the terms of the agreement.
Asset Quality
Management believes the reserve for possible loan losses is maintained at
a level that is adequate to absorb potential losses inherent in the loan
portfolio. Management's methodology to determine the adequacy of and the
provisions to the reserve considers specific credit reviews, past loan loss
experience, current economic conditions and trends, and the volume, growth and
composition of the loan portfolio.
The reserve for possible loan losses is determined through a periodic
evaluation which takes into consideration the growth of the loan portfolio, the
status of past-due loans, current economic conditions, various types of lending
activity, policies, real estate and other loan commitments, and significant
changes in the charge-off activity. Loans are also reviewed for impairment based
on discounted cash flows using the loans' initial effective interest rate or the
fair value of the collateral for certain collateral dependent loans as provided
for under SFAS No.114. Any of the above criteria may cause the provision to
fluctuate and for the quarter ended March 31, 2000, the improvement in these
criteria resulted in a provision of ($200) thousand. For the three and nine
months ended September 30, 2000, the provisions for possible loan losses were
$215 thousand and $57 thousand, respectively. For the three and nine months
ended September 30, 1999, the provisions for possible loan losses were $251
thousand and $801 thousand, respectively.
9
<PAGE>
At September 30, 2000, the recorded investment in loans that are
considered to be impaired under SFAS No. 114 was $2.3 million, all of which were
on a non-accrual basis. The related reserve for credit losses for those loans
was $1.2 million. At September 30, 1999, the recorded investment in loans
considered to be impaired was $2.2 million and the related reserve for credit
losses for these loans was $1.2 million.
When a loan, including a loan impaired under SFAS No. 114, is classified
as non-accrual, the accrual of interest on such loan is discontinued. A loan is
classified as nonaccrual when the contractual payment of principal or interest
has become 90 days past due or management has serious doubts about the further
collectibility of principal or interest, even though the loan is currently
performing. A loan may remain on accrual status if it is in the process of
collection and is either guaranteed or well secured. When a loan is placed on
non-accrual status, unpaid interest credited to income in the current year is
reversed and unpaid interest accrued in prior years are charged against "other
expense." Interest received on nonaccrual loans is either applied against
principal or reported as interest income, according to management's judgment as
to the collectibility of principal.
Loans are usually restored to accrual status when the obligation is
brought current, has performed in accordance with the contractual terms for a
reasonable period of time and the ultimate collectibility of the total
contractual principal and interest is no longer in doubt. Total cash basis,
non-accrual and restructured loans at September 30, 2000 and September 30, 1999
were $2.6 million and consist mainly of commercial loans and real estate related
commercial loans. At September 30, 2000, non-accrual loans resulted in lost
interest income of $170 thousand as compared to $66 thousand at September 30,
1999. At September 30, 2000, the Corporation had no commitments to lend
additional funds with respect to nonperforming loans. In management's evaluation
of the loan portfolio risks, any significant future increases in nonperforming
loans are dependent to a large extent on the economic environment, or specific
industry problems.
At September 30, 2000 and December 31, 1999, the reserve for possible loan
losses was 1.5% and 1.6% of total loans, respectively. For more information on
the reserve, please refer to the Registrant's Annual Report on Form 10-K for the
period ended December 31, 1999.
At September 30, 2000, the Corporation has a total of $40 thousand of
Other Real Estate Owned ("OREO") consisting of one commercial property. This
amount is recorded in "Other Assets" at lower of cost or fair market value, less
estimated costs to sell, in the accompanying condensed consolidated balance
sheets.
Other Income
10
<PAGE>
Other income which is non-interest related consists mainly of general fee
income, trust department fee income, commission income and other miscellaneous
non-recurring types of income. It also includes various types of service
charges, such as ATM fees and increases in the cash surrender value of
bank-owned life insurance (BOLI). Other income increased $0.4 million or 10.5%
from $3.8 million for the three months ended September 30, 1999 to $4.2 million
for the three months ended September 30, 2000. The increase is primarily
attributed to trust income and commission income. For the nine months ended
September 30, 2000, other income increased $1.6 million or 14.6% from $11.0
million for the nine months ended September 30, 1999 to $12.6 million for the
nine months ended September 30, 2000. The increase is attributed to trust
income, service charges on demand deposits, commission income and other income.
Trust income for the three months ended September 30, 2000 of $1.2 million
was $0.3 million more than the $0.9 million reported for the three months ended
September 30, 1999. Trust income for the nine months ended September 30, 2000 of
$3.5 million was $0.6 million more than the $2.9 million reported for the nine
months ended September 30, 1999.
Service charges on demand deposits remained constant at $0.9 million for
the three months ended September 30, 2000 and September 30, 1999. Service
charges on demand deposits increased $0.3 million from $2.5 million for the nine
months ended September 30, 1999 to $2.8 million for the nine months ended
September 30, 2000. The growth was due mainly to increases in various
transactions for demand deposit service products.
Commission income is the primary source of income for Fin-Plan Group and
the newly acquired insurance sales agency, George Becker Associates, Inc.
Commission income for the three months ended September 30, 2000 of $0.7 million
was $0.2 million or 40.0% more than the $0.5 million reported for the three
months ended September 30, 1999. Commission income for the nine months ended
September 30, 2000 of $2.1 million was $0.7 million or 50.0% more than the $1.4
million reported for the nine months ended September 30, 1999. The majority of
the growth was due to the new company, George Becker Associates, Inc.
Other income decreased $0.1 million from $1.5 million for the three months
ended September 30, 1999 to $1.4 million for the three months ended September
30, 2000. The three-month period ending September 30, 1999 had some one-time
recovered items. For the nine-month period, other income grew $0.3 million from
$4.1 million at September 30, 1999 to $4.4 million at September 30, 2000. The
growth is attributed to increased activities in other service fee areas and the
cash surrender value adjustments of certain bank owned life insurance policies.
Other Expense
11
<PAGE>
The operating costs of the Corporation include but are not limited to,
salaries and benefits, equipment expense, and occupancy costs. This category is
usually referred to as non-interest expense and receives ongoing management
attention in an attempt to contain and minimize the growth of the various
expense categories, while encouraging technological innovation in conjunction
with the expansion of the Corporation. Other expenses increased from $8.5
million for the quarter ended September 30, 1999 to $8.8 million for the quarter
ended September 30, 2000 and from $25.2 million for the nine months ended
September 30, 1999 to $26.9 million for the nine months ended September 30,
2000. Salary increases, which include bonuses and commission expense generated
by Fin-Plan Group and the new subsidiary, George Becker Associates, Inc.,
contributed to this increase in both the three and nine month periods.
Tax Provision
The provision for income taxes was $1.6 million for the quarter ended
September 30, 2000 and $1.7 million for the quarter ended September 30, 1999.
The effective tax rates were 27.5% and 29.0% respectively. For the nine months
ended September 30, 2000 the provision was $5.3 million as compared to $4.9
million for the nine months ended September 30, 1999. The effective tax rates
were 28.7% and 29.3% respectively. The effective tax rates reflect the benefits
of tax credits generated from investments in low-income housing projects and
tax-free income from investment in municipal securities, loans and bank-owned
life insurance.
Financial Condition
Total assets increased $39.8 million or 3.6% from $1,121.0 million at
December 31, 1999 to $1,160.8 million at September 30, 2000. An increase in
deposits of $35.2 million provided funds for the increase in cash, investment in
securities and federal funds sold. Other assets increased $9.9 million with $8.0
million of this for the purchase of bank-owned life insurance to fund a
non-qualified plan.
Shareholders' equity increased to $111.4 million at September 30, 2000
from $102.8 million at December 31, 1999, an increase of $8.6 million or 8.4%.
Treasury stock increased to $23.9 million from $22.2 million at December 31,
1999. Book value per share increased from $13.80 at December 31, 1999 to $15.12
at September 30, 2000, an increase of $1.32 per share or 9.6%. On May 1, 2000,
the Corporation paid a 5% stock dividend to all shareholders of record as of
April 14, 2000. All per share data has been restated to reflect the dividend.
Debt securities that the Corporation has both the positive intent and
ability to hold to maturity are carried at amortized cost. All other debt
securities and all marketable equity securities are classified as
available-for-sale or trading and carried at fair value.
12
<PAGE>
Unrealized holding gains and losses on securities classified as
available-for-sale are carried net of taxes and included in Accumulated Other
Comprehensive Income. Unrealized holding gains and losses on securities
classified as trading are reported in earnings. The total of debt and equity
securities held in the available-for-sale portfolio, as of September 30, 2000,
is $188.1 million as compared to $174.4 million at December 31, 1999. The
accumulated other comprehensive loss of $1.3 million, net of taxes, has been
included in shareholders' equity as of September 30, 2000. At December 31, 1999,
the accumulated other comprehensive loss included in shareholders' equity was
$2.7 million.
Market Risk
No material changes in the Corporation's market risk or market strategy
occurred during the current period. A detailed discussion of market risk is
provided in the Registrant's Annual Report on Form 10-K for the period ended
December 31, 1999.
Recent Accounting Pronouncements
In September 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), as amended, which
is required to be adopted in years beginning after June 15, 2000. The Statement
will require the Corporation to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. Due to the nature of
the Corporation's use of derivatives, management does not anticipate that the
adoption of the new standard will have a significant effect on earnings or the
financial position of the Corporation.
Other
Univest Financial Services Corporation acquired George Becker Associates,
Inc. on January 3, 2000. This will allow Univest Corporation to provide a
broader range of insurance products. The impact on the Corporation's financial
position and results of operations was immaterial for the nine months ended
September 30, 2000.
13
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings--None
Item 2. Changes in Securities--None
Item 3. Defaults upon Senior Securities--None
Item 4. Submission of Matters to a Vote of Security Holders--Not applicable
Item 5. Other Information--None
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
No reports on Form 8-K were filed during the quarter for which this report
is filed.
14
<PAGE>
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.
Univest Corporation of Pennsylvania
(Registrant)
Date: 10/23/00 /s/ William S. Aichele
--------------------------------------------
William S. Aichele, President
and Chief Executive Officer
Date: 10/23/00 /s/ Wallace H. Bieler
--------------------------------------------
Wallace H. Bieler, Executive Vice President
and Chief Financial Officer
15
