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 MARCH 31, 2000
OR
|_| 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 0-010699
HUDSON UNITED BANCORP
---------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New Jersey 22-2405746
- ------------------------------- ---------------------------------------
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
1000 MacArthur Blvd, Mahwah, NJ 07430
- --------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(201)-236-2600
--------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 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
requirements for the past 90 days Yes |X| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each, of the issuer's classes of
common stock, as of the last practicable date: 50,710,555 shares, no par value,
outstanding as of May 10, 2000.
<PAGE>
HUDSON UNITED BANCORP
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets
At March 31, 2000 and December 31, 1999........................ 1
Consolidated Statements of Income
For the three-months ended
March 31, 2000 and 1999........................................ 2
Consolidated Statements of Comprehensive Income
For the three-months ended
March 31, 2000 and 1999........................................ 3
Consolidated Statements of Changes in Stockholders' Equity
For the three-months ended
March 31, 2000 and for the Year ended December 31, 1999........ 4
Consolidated Statements of Cash Flows
For the three-months ended
March 31, 2000 and 1999........................................ 5
Notes to Consolidated Financial Statements..................... 6-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................. 11-16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................... 17
Signatures..................................................... 18
FINANCIAL DATA SCHEDULE .............................................. 19
<PAGE>
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
MARCH 31, December 31,
(in thousands, except share data) 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 264,400 $ 277,558
Federal funds sold 488 --
----------- -----------
TOTAL CASH AND CASH EQUIVALENTS 264,888 277,558
Investment securities available for sale, at market value 2,521,695 2,804,302
Investment securities held to maturity, at cost (market value of $517,088 and
$541,240 for 2000 and 1999, respectively) 541,479 562,224
Loans and Assets held for sale 22,318 9,073
Loans:
Residential mortgages 1,572,948 1,639,578
Commercial real estate mortgages 1,035,544 1,024,844
Commercial and financial 1,862,637 1,766,248
Consumer credit 958,381 1,029,975
Credit card 180,999 209,863
----------- -----------
TOTAL LOANS 5,610,509 5,670,508
Less: Allowance for possible loan losses (98,110) (98,749)
----------- -----------
NET LOANS 5,512,399 5,571,759
Premises and equipment, net 133,221 129,720
Other real estate owned 4,022 3,948
Intangibles, net of amortization 112,565 115,841
Other assets 205,833 211,861
----------- -----------
TOTAL ASSETS $ 9,318,420 $ 9,686,286
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest bearing $ 1,184,280 $ 1,231,478
Interest bearing 4,889,286 5,223,867
----------- -----------
TOTAL DEPOSITS 6,073,566 6,455,345
Borrowings 2,430,527 2,383,666
Other liabilities 37,316 70,809
----------- -----------
8,541,409 8,909,820
Subordinated debt 132,000 132,000
Company-obligated mandatorily redeemable preferred capital securities of
three subsidiary trusts holding solely junior subordinated debentures of the
Company 125,300 125,300
----------- -----------
TOTAL LIABILITIES 8,798,709 9,167,120
Stockholders' Equity:
Common stock, no par value; authorized 103,000,000 shares;
52,171,776 shares issued and 51,402,951 shares outstanding in
2000 and 52,189,803 shares issued and 51,896,258 shares
outstanding in 1999 92,762 92,794
Additional paid-in capital 323,361 326,673
Retained earnings 169,769 152,591
Treasury stock, at cost, 768,825 shares in 2000 and 293,545 shares in 1999 (18,268) (8,438)
Employee stock awards and unallocated shares held in ESOP, at cost (5,053) (3,549)
Accumulated other comprehensive loss (42,860) (40,905)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 519,711 519,166
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,318,420 $ 9,686,286
=========== ===========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
For the Three-Months Ended March 31,
(in thousands, except share data) 2000 1999
- -------------------------------------------------------------------------------------
INTEREST AND FEE INCOME:
<S> <C> <C>
Loans $ 120,172 $ 99,374
Investment securities 49,949 47,895
Other 307 1,529
--------- ---------
TOTAL INTEREST AND FEE INCOME 170,428 148,798
--------- ---------
INTEREST EXPENSE:
Deposits 43,745 47,651
Borrowings 33,673 14,907
Subordinated and other debt 5,323 5,470
--------- ---------
TOTAL INTEREST EXPENSE 82,741 68,028
--------- ---------
NET INTEREST INCOME 87,687 80,770
PROVISION FOR POSSIBLE LOAN LOSSES 6,000 4,521
--------- ---------
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 81,687 76,249
--------- ---------
NONINTEREST INCOME:
Trust department income 813 1,168
Service charges on deposit accounts 6,710 6,794
Securities gains (losses) (50) 2,179
Credit card fee income 5,696 4,118
Other income 10,496 8,740
--------- ---------
TOTAL NONINTEREST INCOME 23,665 22,999
--------- ---------
NONINTEREST EXPENSE:
Salaries 19,074 20,259
Pension and other employee benefits 5,943 3,832
Occupancy expense 6,012 6,035
Equipment expense 5,048 3,369
Deposit and other insurance 681 622
Outside services 10,197 9,749
Amortization of intangibles 3,882 3,456
Other expense 9,462 8,833
--------- ---------
TOTAL NONINTEREST EXPENSE 60,299 56,155
--------- ---------
INCOME BEFORE INCOME TAXES 45,053 43,093
PROVISION FOR INCOME TAXES 15,180 14,342
--------- ---------
NET INCOME $ 29,873 $ 28,751
========= =========
EARNINGS PER SHARE:
Basic $ 0.58 $ 0.54
Diluted $ 0.58 $ 0.53
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 51,627 52,882
Diluted 51,953 53,994
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------
MARCH 31
--------------------
(In thousands) 2000 1999
- -----------------------------------------------------------------------------------
<S> <C> <C>
NET INCOME $ 29,873 $ 28,751
======== ========
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding losses arising during period $ (1,988) $(10,390)
Less: reclassification adjustment for losses (gains)
included in net income 33 (1,416)
-------- --------
Other comprehensive loss (1,955) (11,806)
-------- --------
COMPREHENSIVE INCOME $ 27,918 $ 16,945
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(in thousands, except shares)
<TABLE>
<CAPTION>
Convertible
Preferred Stock Common Stock Additional
----------------------------------------- Paid-in- Retained
Shares Amount Shares Amount Capital Earnings
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 500 $ 50 52,570,448 $93,470 $360,621 $165,269
- -----------------------------------------------------------------------------------------------------------
Net income -- -- -- -- -- 69,338
Cash dividends-common -- -- -- (45,257)
3% Stock dividend -- -- 159,131 283 2,890 (36,759)
Shares issued for:
Stock options exercised -- -- 590,164 1,050 (7,868) --
Warrants exercised -- -- -- -- (182) --
Dividend reinvestment and
stock reinvestment plan -- -- 11,742 21 276 --
Preferred stock conversion (500) (50) -- -- (478) --
Cash in lieu of fractional shares -- -- -- -- (22) --
Other transactions -- -- (2,106) (4) 4 --
Purchase of treasury stock -- -- -- -- -- --
LFB acquisition -- -- -- -- -- --
Issuance and retirement of
treasury stock -- -- (1,139,576) (2,026) (32,853) --
Effect of compensation plans -- -- -- -- 4,285 --
Other comprehensive loss -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 -- -- 52,189,803 92,794 326,673 152,591
- -----------------------------------------------------------------------------------------------------------
Net income -- -- -- -- -- 29,873
Cash dividends-common -- -- -- -- -- (12,695)
Shares issued for stock options
exercised -- -- -- -- (3,045) --
Cash in lieu of fractional shares -- -- -- -- (134) --
Other Transactions -- -- (18,027) (32) 67 --
Purchase of treasury stock -- -- -- -- -- --
Effect of compensation plans -- -- -- -- (200) --
Other comprehensive loss -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------
Balance at March 31, 2000 -- $ -- 52,171,776 $92,762 $323,361 $169,769
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
Employee
Stock
Awards and
Unallocated Accumulated
Shares Held Other
Treasury in ESOP, at Comprehensive
Stock Cost Income (loss) Total
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 $(9,819) $(2,368) $12,702 $619,925
- --------------------------------------------------------------------------------------------
Net income -- -- -- 69,338
Cash dividends-common -- -- -- (45,257)
3% Stock dividend 33,586 -- -- --
Shares issued for:
Stock options exercised 24,986 -- -- 18,168
Warrants exercised 236 -- -- 54
Dividend reinvestment and
stock reinvestment plan -- -- -- 297
Preferred stock conversion 528 -- -- --
Cash in lieu of fractional shares -- -- -- (22)
Other transactions -- -- -- --
Purchase of treasury stock (121,367) -- -- (121,367)
LFB acquisition 26,563 -- -- 26,563
Issuance and retirement of
treasury stock 34,879 -- -- --
Effect of compensation plans 1,970 (1,181) -- 5,074
Other comprehensive loss -- -- (53,607) (53,607)
- --------------------------------------------------------------------------------------------
Balance at December 31, 1999 (8,438) (3,549) (40,905) 519,166
- --------------------------------------------------------------------------------------------
Net income -- -- -- 29,873
Cash dividends-common -- -- -- (12,695)
Shares issued for stock options
exercised 5,268 -- -- 2,223
Cash in lieu of fractional shares -- -- -- (134)
Other Transactions (35) -- -- --
Purchase of treasury stock (17,094) -- -- (17,094)
Effect of compensation plans 2,031 (1,504) -- 327
Other comprehensive loss -- -- (1,955) (1,955)
- --------------------------------------------------------------------------------------------
Balance at March 31, 2000 $(18,268) $(5,053) $(42,860) $519,711
- --------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 29,873 $ 28,751
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for possible loan losses 6,000 4,521
Provision for depreciation and amortization 11,580 7,020
Amortization of security premiums, net 124 486
Securities losses (gains) 50 (2,179)
Gain on sale of premises and equipment (733) (10)
Gain on sale of loans (1,358) (2,235)
Loans originated for sale (22,318) (62,090)
Loans sold 9,073 60,464
Net change in assets held for sale -- 14,147
Decrease in other assets 7,163 15,183
(Decrease) increase in other liabilities (33,626) 10,863
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,828 74,921
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities:
Available for sale 67,477 108,484
Proceeds from repayments and maturities of investment securities:
Available for sale 211,511 331,093
Held to maturity 22,901 46,113
Purchase of investment securities:
Available for sale (426) (738,621)
Held to maturity (2,210) (53,744)
Net cash acquired through acquisitions -- 141,829
Net decrease in loans other than purchases and sales 41,816 27,167
Proceeds from sales of loans 12,902 42,904
Purchase of loans -- (114,273)
Proceeds from sales of premises and equipment 2,252 10
Purchases of premises and equipment (12,163) (4,016)
(Increase) decrease in other real estate (74) 35
--------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 343,986 (213,019)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in demand deposits, NOW accounts, and savings accounts (128,443) (105,385)
Net decrease in certificates of deposit (253,336) (212,882)
Net increase in borrowed funds 46,861 550,802
Proceeds from issuance of common stock 2,223 5,934
Cash dividends (12,695) (11,826)
Acquisition of treasury stock (17,094) (40,617)
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (362,484) 186,026
--------- ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (12,670) 47,928
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 277,558 379,279
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 264,888 $ 427,207
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for-
Interest 93,010 68,557
Income Taxes -- 59
========= =========
</TABLE>
See notes to consolidated financial statements
5
<PAGE>
HUDSON UNITED BANCORP
- --------------------------------------------------------------------------------
HUDSON UNITED BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying financial statements of Hudson United Bancorp and Subsidiaries
("Hudson United", "the Company") include the accounts of the parent company,
Hudson United Bancorp, and its wholly-owned subsidiaries: Hudson United Bank,
HUBCO Capital Trust I, HUBCO Capital Trust II, and JBI Capital Trust I. All
material intercompany balances and transactions have been eliminated in
consolidation. These unaudited consolidated 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, the information presented
includes all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation, in all material respects, of the interim
period results. The results of operations for periods of less than one year are
not necessarily indicative of results for the full year. The consolidated
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K-A filed with the Commission on March 31, 2000, for the year
ended December 31, 1999.
6
<PAGE>
NOTE B -- EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed by dividing net income by the weighted average number of
common shares plus the number of shares issuable upon conversion of the
preferred stock (when outstanding) and the incremental number of shares issuable
from the exercise of stock options and stock warrants, calculated using the
treasury stock method. All per share amounts have been retroactively restated to
reflect all stock splits and stock dividends.
A reconciliation of net income to net income available to common stockholders
and of weighted average common shares outstanding to weighted average shares
outstanding assuming dilution follows (in thousands, except per share data):
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
- -------------------------------------------------------------------------------------
2000 1999
- -------------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER SHARE
Net Income $29,873 $28,751
Weighted Average Common Shares Outstanding 51,627 52,882
Basic Earnings Per Share $ 0.58 $ 0.54
======= =======
DILUTED EARNINGS PER SHARE
Net Income $29,873 $28,751
Weighted Average Common Shares Outstanding 51,627 52,882
Effect Of Dilutive Securities:
Convertible Preferred Stock -- 3
Warrants -- 5
Stock Options 326 1,104
------- -------
Weighted Average Common Shares Outstanding Assuming Dilution 51,953 53,994
Diluted Earnings Per Share $ 0.58 $ 0.53
======= =======
</TABLE>
NOTE C -- ACQUISITIONS
There were no acquisitions announced or completed in the first quarter of 2000.
On November 30, 1999, the Company acquired all the outstanding shares of
JeffBanks, Inc., based in Philadelphia, Pennsylvania. At the time of the
acquisition, Jeffbanks, Inc., had total assets of $1.8 billion.
On December 1, 1999, the Company acquired all the outstanding shares of Southern
Jersey Bancorp based in Bridgeton, New Jersey. AT the time of the acquistion,
Sourthern Jersey Bancorp had total assets of approximately $425 million.
The above two acquisitions were accounted for using the pooling-of-interests
accounting method and, accordingly, the statements for periods prior to the
mergers have been restated to include these institutions and their results of
operations.
At March 31, 2000, the Company had merger-related and restructuring reserves of
$12.8 million. In 1999, a $32.0 million reserve was established for
merger-related and restructuring charges. At December 31, 1999, the 1999 reserve
consisted of $12.2 million for severance and related costs ("severance") and
$11.7 million for the cost of consolidating operations ("consolidations").
During the first quarter of 2000, the Company paid $3.3 million for severance
and $9.4 million for consolidations related to the 1999 reserve. At March 31,
2000, the 1999 reserve consisted of $8.9 million for severance and $2.3 million
for consolidations. In 1998, a $69.1 million reserve was established for
merger-related and restructuring charges. At December 31, 1999, the 1998 reserve
consisted of $142,000 for severance and $1.8 million for consolidations. During
the first quarter of 2000, the Company paid $37,500 for severance and $312,000
for consolidations related to the 1998 reserve. At March 31, 2000, the 1998
reserve consisted of $104,500 for severance and $1.5 million for consolidations.
The Company believes that the remaining restructuring reserves as of March 31,
2000 are adequate and that no revisions of estimates are necessary at this time.
7
<PAGE>
NOTE D -- SECURITIES
The following table presents the amortized cost and estimated market value of
investment securities available for sale and held to maturity at the dates
indicated:
<TABLE>
<CAPTION>
March 31, 2000
--------------------------------------------------
Estimated
Amortized Gross Unrealized Market
Cost Gains (Losses) Value
---------- -------- ----------- ----------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Government $ 37,833 $ 17 $ (455) $ 37,395
U.S. Government agencies 311,980 470 (9,475) 302,975
Mortgage-backed securities 2,004,896 7,942 (64,872) 1,947,966
States and political subdivisions 2,682 25 (11) 2,696
Other debt securities 34,337 8 (1,005) 33,340
Equity securities 198,640 4,586 (5,903) 197,323
---------- -------- ----------- ----------
$2,590,368 $ 13,048 $ (81,721) $2,521,695
========== ======== =========== ==========
<CAPTION>
March 31, 2000
--------------------------------------------------
Estimated
Amortized Gross Unrealized Market
Cost Gains (Losses) Value
---------- -------- ----------- ----------
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government $ 24,196 $ -- $ (303) $ 23,893
U.S. Government agencies 38,190 -- (975) 37,215
Mortgage-backed securities 455,837 -- (22,925) 432,912
States and political subdivisions 23,227 -- (188) 23,039
Other debt securities 29 -- -- 29
---------- -------- ----------- ----------
$ 541,479 $ -- $ (24,391) $ 517,088
========== ======== =========== ==========
<CAPTION>
December 31, 1999
--------------------------------------------------
Estimated
Amortized Gross Unrealized Market
Cost Gains (Losses) Value
---------- -------- ----------- ----------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Government $ 87,332 $ 196 $ (303) $ 87,225
U.S. Government agencies 350,040 85 (7,595) 342,530
Mortgage-backed securities 2,167,606 1,431 (48,880) 2,120,157
States and political subdivisions 3,118 12 (10) 3,120
Other debt securities 47,128 4 (1,813) 45,319
Equity securities 213,826 1,932 (9,807) 205,951
---------- -------- ----------- ----------
$2,869,050 $ 3,660 $ (68,408) $2,804,302
========== ======== =========== ==========
<CAPTION>
December 31, 1999
--------------------------------------------------
Estimated
Amortized Gross Unrealized Market
Cost Gains (Losses) Value
---------- -------- ----------- ----------
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government $ 24,195 $ -- $ (253) $ 23,942
U.S. Government agencies 45,960 201 (636) 45,525
Mortgage-backed securities 467,540 220 (19,967) 447,793
States and political subdivisions 24,500 26 (575) 23,951
Other debt securities 29 -- -- 29
---------- -------- ----------- ----------
$ 562,224 $ 447 $ (21,431) $ 541,240
========== ======== =========== ==========
</TABLE>
8
<PAGE>
NOTE E -- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED CAPITAL SECURITIES
OF THREE SUBSIDIARY TRUSTS HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE
COMPANY
On January 31, 1997, the Company placed $50.0 million in aggregate liquidation
amount of 8.98% Capital Securities due February 2027, using HUBCO Capital Trust
I, a statutory business trust formed under the laws of the State of Delaware.
The sole asset of the trust, which is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 8.98% Junior Subordinated
Debentures due 2027 of Hudson United Bancorp. The net proceeds of the offering
are being used for general corporate purposes and to increase capital levels of
the Company and its subsidiaries. The securities qualify as Tier I capital under
the capital guidelines of the Federal Reserve.
On February 5, 1997, the company placed $25.0 million aggregate liquidation
amount of 9.25% Capital Securities due March 2027, using JBI Capital Trust I, a
statutory business trust formed under the laws of the State of Delaware. The
sole asset of the trust, which is the obligor on the capital securities, is
$25.3 million principal amount of 9.25% Junior Subordinated Deferrable
Debentures due 2027 of Hudson United Bancorp. The net proceeds of the offering
are being used for general corporate purposes and to increase capital levels of
the Company and its subsidiaries. The securities qualify as Tier I capital under
the capital guidelines of the Federal Reserve. The securities are callable by
the Company on or after March 31, 2002, or earlier in the event the deduction of
related interest for federal income taxes is prohibited, treatment as Tier I
capital is no longer permitted or certain other contingencies arise.
On June 19, 1998, the Company placed $50.0 million in aggregate liquidation
amount of 7.65% Capital Securities due June 2028, using HUBCO Capital Trust II,
a statutory business trust formed under the laws of the State of Delaware. The
sole asset of the trust, which is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 7.65% Junior Subordinated
Debentures due 2028 of Hudson United Bancorp. The net proceeds of the offering
are being used for general corporate purposes and to increase capital levels of
the Company and its subsidiaries. The securities qualify as Tier I capital under
the capital guidelines of the Federal Reserve.
9
<PAGE>
NOTE F -- RECENT ACCOUNTING STANDARDS
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting of
comprehensive income and its components in a full set of general purpose
financial statements. The Company has elected to display Consolidated Statements
of Income and Consolidated Statements of Comprehensive Income separately for the
disclosed periods. Comprehensive income is displayed on the Consolidated Balance
Sheets and Consolidated Statements of Changes in Stockholders' Equity as a
separate item entitled Accumulated Other Comprehensive Income (Loss). The
following is a reconciliation of the tax effect allocated to each component of
comprehensive income for the periods presented (in thousands):
<TABLE>
<CAPTION>
For the three-months ended
March 31, 2000
---------------------------------------------------
Before tax Tax Benefit Net of Tax
amount (Expense) Amount
---------------------------------------------------
<S> <C> <C> <C>
Unrealized security gains (losses) arising during the period $ (3,975) $ 1,987 $ (1,988)
Less: reclassification adjustment for losses realized in net
income (50) 17 (33)
---------------------------------------------------
Net change during period $ (3,925) $ 1,970 $ (1,955)
---------------------------------------------------
<CAPTION>
For the three-months ended
March 31, 1999
---------------------------------------------------
Before tax Tax Benefit Net of Tax
amount (Expense) Amount
---------------------------------------------------
<S> <C> <C> <C>
Unrealized security gains (losses) arising during the period $ (15,879) $ 5,489 $ (10,390)
Less: reclassification adjustment for gains realized in net income 2,179 (763) 1,416
---------------------------------------------------
Net change during period $ (18,058) $ 6,252 $ (11,806)
---------------------------------------------------
</TABLE>
The Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishing standards for
the accounting and reporting of derivatives. The statement is effective for
fiscal years beginning after June 15, 2000; earlier application is permitted.
The Company has elected not to adopt this statement prior to its effective date.
The Company does not expect that application of this statement will have a
material effect on its financial position or results of operations.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This financial review presents management's discussion and analysis of financial
condition and results of operations. It should be read in conjunction with the
Company's Consolidated Financial Statements and the accompanying notes. All
dollar amounts, other than per share information, are presented in thousands
unless otherwise noted.
The financial statements for the comparative periods presented herein have been
restated to reflect the acquisitions that have been accounted for on the pooling
of interests accounting method during the periods presented herein. JeffBanks,
Inc. was acquired on November 30, 1999 and Southern Jersey Bancorp was acquired
on December 1, 1999. These acquisitions were accounted for on the
pooling-of-interests method, and accordingly, the consolidated financial
statements have been restated to include these institutions for all periods
presented. All share data has been retroactively restated to reflect the shares
issued in the aforementioned transactions including restatement of all prior
periods. Little Falls Bancorp, Inc. was acquired on May 20, 1999 and Lyon Credit
Corporation on October 22, 1999. In addition, the Company completed its purchase
of deposits and a retail branch office in Hartford, Connecticut from First
International Bank on March 26, 1999 and on December 1, 1999, completed a
purchase and sale transaction in which Hudson United Bank acquired the loans,
other financial assets, and assumed the deposit liabilities of Advest Bank and
Trust. These transactions were accounted for under the purchase method and thus
operations and earnings are reflected in the Company's results subsequent to the
date of acquisition. The balance sheet and income statement comparisons are
influenced by these purchase transactions.
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements can
be identified by the use of words such as "believes," "expects" and similar
words or variations. Such statements are not historical facts and involve
certain risks and uncertainties. Actual results may differ materially from the
results discussed in these forward-looking statements. Factors that might cause
a difference include, but are not limited to, changes in interest rates,
economic conditions, deposit and loan growth, loan loss provisions, customer
retention, failure to realize expected cost savings or revenue enhancements from
acquisitions. The Company assumes no obligation for updating any such
forward-looking statements at any time.
TERMINATION OF MERGER AGREEMENT WITH DIME BANCORP, INC.
On April 28, 2000, Hudson United Bancorp and Dime Bancorp, Inc. ("Dime") entered
into a Termination, Option Cancellation and Settlement Agreement (the
"Termination Agreement"). Pursuant to the Termination Agreement, Hudson United
and Dime mutually agreed to terminate their pending merger agreement. Hudson
United and Dime also agreed to cancel the stock options granted to each other in
connection with the merger agreement and to release each other from any claims
related to these arrangements.
In light of the fact that North Fork Bancorporation's hostile offer for Dime was
an "initial triggering event" under the stock option Dime originally issued to
Hudson United, Dime agreed that Hudson United would be entitled to receive from
$50 million to $92 million if Dime is acquired by, merges with, or sells a
substantial amount of its assets to another company before October 28, 2001. The
circumstances are parallel to those that would have allowed Hudson United to
exercise the original stock option and the amounts owed are less than or equal
to the amounts that would have been due under the stock option, which had no
upper limit. Dime also agreed to a lesser payment if it sold a significant
subsidiary before the same date. If none of these circumstances occurs before
October 28, 2001, Dime agreed to pay Hudson United $15 million.
Dime and Hudson United also agreed not to discuss the reasons for the decision
to terminate the merger and both parties cancelled their previously announced
special meetings of shareholders to vote on the merger.
The Termination Agreement is an exhibit to Hudson United's Current Report on
Form 8-K filed with the SEC on May 1, 2000. The foregoing description of the
Termination Agreement is qualified in its entirety by the full text of the
Termination Agreement filed as an exhibit to the Current Report on Form 8-K.
RESULTS OF OPERATIONS
OVERVIEW
Net income for the first quarter ended March 31, 2000 was $29.9 million compared
to net income of $28.8 million for the same period in 1999. Fully diluted
earnings per share amounted to $0.58 for the 2000 first quarter and $0.53 for
the 1999 first quarter. The increase in earnings was due to higher net interest
and noninterest income. Partially offsetting the net revenue increase was an
increase in noninterest expenses and a higher loan loss provision. For the three
months ended March 31, 2000, return on average assets was 1.27% and return on
average equity was 23.46%. For the corresponding 1999 period, return on average
assets was 1.34% and return on average equity was 19.40%.
NET INTEREST INCOME
Net interest income amounted to $87.7 million for the three-month period ended
March 31, 2000 and $80.8 million for the three-month period ended March 31,
1999. The increase in net interest income was due to higher average
interest-earning assets in the first quarter of 2000 compared to the same period
in 1999. Partially offsetting this increase was a decline in the net interest
margin to 4.05% in the first quarter of 2000 from 4.10% in the first quarter of
1999. Interest income increased by $21.6 million in the first quarter of 2000
compared to the first quarter of 1999 due mainly to higher income from loans,
which resulted primarily from higher average volumes. Interest expense for the
three-months ended March 31, 2000 was $14.7 million higher than the same 1999
period due to higher interest expense on borrowings, partially offset by lower
interest
11
<PAGE>
expense on deposits. The increase in borrowing expense was primarily due to
higher average volumes. The decline in deposit expense resulted mainly from
lower average volumes.
PROVISION FOR POSSIBLE LOAN LOSSES
The provision for possible loan losses was $6.0 million and $4.5 million for the
three-month periods ended March 31, 2000 and 1999, respectively. The higher
provision reflects the credit quality of our portfolio including the acquired
companies utilizing the Company's reserve methodology. The allowance for
possible loan losses ("the Allowance") amounted to $98.1 million at March 31,
2000 compared to $98.7 million at year-end 1999. The Allowance represented 1.74%
of total loans at March 31, 2000 and 1.74% of total loans at December 31, 1999.
The determination of the adequacy of the Allowance for Loan Losses and the
periodic provisioning for estimated losses included in the consolidated
financial statements is the responsibility of management. The evaluation process
is undertaken on a monthly basis. Methodology employed for assessing the
adequacy of the Allowance consists of the following criteria:
o the establishment of reserve amounts for all specifically identified
criticized loans, including those acquired in business combinations,
that have been designated as requiring attention by management's
internal loan review program.
o the establishment of reserves for pools of homogenous types of loans
not subject to specific review, including 1-4 family residential
mortgages, consumer loans, and credit card accounts, based upon
historical loss rates.
o an allocation for the non-criticized loans in each portfolio, and
for all off-balance sheet exposures, based upon the historical
average loss experience of those portfolios.
Consideration is also given to the changed risk profile brought about by the
business combinations, knowledge about customers, the results of ongoing credit
quality monitoring processes, the adequacy and expertise of the Company's
lending staff, underwriting policies, loss histories, delinquency trends, the
cyclical nature of economic and business conditions, and the concentration of
real estate related loans located in the Northeastern part of the United States.
Since many of the loans depend upon the sufficiency of collateral as a secondary
source of repayment, any adverse trend in the real estate markets could affect
underlying values available to protect the Company from loss. Other evidence
used to determine the amount of the Allowance and its components are as follows:
o regulatory and other examinations
o the amount and trend of criticized loans
o actual losses
o peer comparisons with other financial institutions
o economic data associated with the real estate market in the
Company's area of operations
o opportunities to dispose of marginally performing loans for cash
consideration
Based upon the process employed and giving recognition to all attendant factors
associated with the loan portfolio, management considers the Allowance for Loan
Losses to be adequate at March 31, 2000.
12
<PAGE>
Nonperforming assets were $59.1 million at March 31, 2000 and $53.1 million at
December 31, 1999. The increase from year-end resulted from several
acquisition-related credits moving to nonaccrual status.
The following table presents the composition of non-performing assets and loans
past due 90 days or more and accruing and selected asset quality ratios at the
dates indicated:
ASSET QUALITY SCHEDULE
----------------------
(In Thousands)
3/31/00 12/31/99
------- --------
Nonaccrual Loans:
Commercial $14,662 $ 7,516
Real Estate 38,048 38,190
Consumer 2,323 646
------- -------
Total Nonaccrual Loans 55,033 46,352
Renegotiated Loans -- 2,751
------- -------
Total Nonperforming Loans 55,033 49,103
Other Real Estate Owned 4,022 3,948
------- -------
Total Nonperforming Assets $59,055 $53,051
======= =======
Nonaccrual Loans to Total Loans 0.98% 0.82%
Nonperforming Assets to Total Assets 0.63% 0.55%
Allowance for Loan Losses to Nonaccrual Loans 178% 213%
Allowance for Loan Losses to Nonperforming Loans 178% 201%
Loans Past Due 90 Days or More and Accruing
Commercial $ 6,181 $ 3,004
Real Estate 15,962 13,085
Consumer 5,464 3,011
Credit card 2,747 4,139
------- -------
Total Past Due Loans $30,354 $23,239
======= =======
13
<PAGE>
The following table presents the activity in the allowance for possible loan
losses for the periods indicated:
<TABLE>
<CAPTION>
Summary of Activity in the Allowance
Broken Down by Loan Category
----------------------------
Three Months Ended Year Ended
3/31/00 12/31/99
---------------------------------
(Dollars in thousands)
<S> <C> <C>
Amount of Loans Outstanding at Period End $ 5,632,827 $ 5,679,581
=========== ===========
Daily Average Amount of Loans Outstanding $ 5,614,096 $ 5,136,467
=========== ===========
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of year $ 98,749 $ 76,043
Loans charged off:
Real estate mortgages (817) (13,657)
Commercial (614) (10,388)
Consumer (7,934) (24,012)
----------- -----------
Total loans charged off (9,365) (48,057)
----------- -----------
Recoveries:
Real estate mortgages 264 1,902
Commercial 447 1,962
Consumer 2,015 6,065
----------- -----------
Total recoveries 2,726 9,929
----------- -----------
Net loans charged off (6,639) (38,128)
Allowance of acquired companies -- 8,634
Provision for possible loan losses 6,000 52,200
----------- -----------
Balance at end of period $ 98,110 $ 98,749
=========== ===========
Ratio of Annualized Net Loans Charged Off During
Period to Average Loans Outstanding 0.47% 0.74%
=========== ===========
</TABLE>
14
<PAGE>
NONINTEREST INCOME
Noninterest income, excluding security gains (losses), increased to $23.7
million for the first quarter of 2000 compared to $20.8 million in the first
quarter of 1999. Increases in Shoppers Charge fee income, sales of alternative
investment products and commercial lending related fees were the main factors
underlying the year over year increase. Noninterest income as a percentage of
net revenue (defined as noninterest income, excluding security gains (losses),
divided by net interest income plus noninterest income, excluding security gains
(losses)) was 21% for the first quarter of 2000 and 20% for the first quarter of
1999. Security losses were $50,000 for the three month period ended March 31,
2000 and security gains were $2.2 million for the corresponding 1999 period.
NONINTEREST EXPENSE
Noninterest expense for the first quarter of 2000 was $60.3 million compared to
$56.2 million in the first quarter of 1999. The increased expenses were due
mainly to the expansion in the Shoppers Charge business and Commercial Lending
businesses. However, the 7% increase in expense in the 2000 period compared to
the 1999 period was more than offset by 9% and 14% increases in net interest
income and noninterest income, respectively, for the same periods. As a result,
the efficiency ratio in the first quarter of 2000 was 50.1%, down from 51.0% for
the first quarter of 1999.
FINANCIAL CONDITION
Total assets amounted to $9.3 billion at March 31, 2000 and $9.7 billion at
December 31, 1999. At March 31, 2000, total loans were $5.6 billion and total
investment securities were $3.1 billion. Total loans decreased $47 million and
total investment securities decreased $303 million from year-end 1999. Loan
categories experiencing declines from year-end 1999 to March 31, 2000 were
residential mortgages, consumer credit, and credit cards loans. Comparing the
same periods, commercial and commercial mortgages had growth. The decrease in
the investment securities portfolio was mainly due to principal repayments.
Deposits were $6.1 billion at March 31, 2000 and $6.5 billion at December 31,
1999. The decline in deposits was primarily in the higher cost interest-bearing
deposit categories. At March 31, 2000, borrowings amounted to $2.4 billion, $47
million higher than at December 31, 1999. Total stockholders' equity at March
31, 2000 was $519.7 million and $519.2 million at December 31, 1999.
15
<PAGE>
The Company is not aware of any current recommendations by the regulatory
authorities that would have a material adverse effect on the Company's capital
resources or operations. The capital ratios for the Company at March 31, 2000
and the minimum regulatory guidelines for such capital ratios for qualification
as a well-capitalized institution are as follows:
Minimum
Ratios at Regulatory
Mar 31, 2000 Guidelines
------------ ----------
Total Risk-Based Capital 12.37% 10.0%
Tier 1 Risk-Based Capital 9.25% 6.0%
Tier 1 Leverage Ratio 6.13% 4.0%
16
<PAGE>
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
(3)(A) The Certificate of Incorporation of the Company in effect on
May 11, 1999.
(3)(B) The By-Laws of the Company. (Incorporated by reference from
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, Exhibit (3b)).
(b) Reports on Form 8-K
(1) On January 20, 2000, the Company filed a Form 8-K Item 5 (date
of earliest event - January 20, 2000), containing the
Company's press release reporting earnings for the fourth
quarter of 1999.
(2) On January 28, 2000, the Company filed a Form 8-K Item 5 (date
of earliest event - January 26, 2000), containing the
consolidated financial statements of Hudson United Bancorp
restating Hudson United Bancorp's historical consolidated
financial statements as of and for the three years ended
December 31, 1998 to reflect the mergers and acquisition of
JeffBanks, Inc. and Southern Jersey Bancorp of Delaware.
(3) On February 15, 2000, Hudson United Bancorp filed a Form 8-K
Item 5 (date of earliest event - February 14, 2000), to
announce the declaration of a cash dividend of $0.25 per
common share.
(4) On March 10, 2000, Hudson United Bancorp filed a Form 8-K Item
5 (date of earliest event - March 9, 2000), to announce the
postponement of the special shareholders meeting from March
15, 2000 to March 24, 2000.
(5) On March 22, 2000, Hudson United Bancorp filed a Form 8-K Item
5 (date of earliest event - March 21, 2000), to announce the
postponement of the special shareholders meeting from March
24, 2000 to May 17, 2000.
(6) On April 17, 2000, the Company filed a Form 8-K Item 5 (date
of earliest event - April 14, 2000), containing the Company's
press release reporting earnings for the fist quarter of 2000.
(7) On May 1, 2000, Hudson United Bancorp filed a Form 8-K Item 5
(date of earliest event - April 28, 2000), to announce the
termination of its pending merger agreement with Dime Bancorp,
Inc. and the entry into a Termination, Option Cancellation and
Settlement Agreement with Dime Bancorp, Inc.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hudson United Bancorp
May 12, 2000 KENNETH T. NEILSON
- --------------------------- -----------------------------------------------
Date Kenneth T. Neilson
Chairman, President & Chief Executive Officer
May 12, 2000 CHRIS A. MCFADDEN
- --------------------------- -----------------------------------------------
Date Chris A. McFadden
Senior Vice President & Chief Financial Officer
18
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
FDS, QUARTERLY REPORT FOR 3/31/00
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 264,400
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 488
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,521,695
<INVESTMENTS-CARRYING> 541,479
<INVESTMENTS-MARKET> 517,088
<LOANS> 5,610,509
<ALLOWANCE> 98,110
<TOTAL-ASSETS> 9,318,420
<DEPOSITS> 6,073,566
<SHORT-TERM> 2,430,527
<LIABILITIES-OTHER> 37,316
<LONG-TERM> 257,300
92,762
0
<COMMON> 0
<OTHER-SE> 426,949
<TOTAL-LIABILITIES-AND-EQUITY> 9,318,420
<INTEREST-LOAN> 120,172
<INTEREST-INVEST> 49,949
<INTEREST-OTHER> 307
<INTEREST-TOTAL> 170,428
<INTEREST-DEPOSIT> 43,745
<INTEREST-EXPENSE> 82,741
<INTEREST-INCOME-NET> 87,687
<LOAN-LOSSES> 6,000
<SECURITIES-GAINS> (50)
<EXPENSE-OTHER> 60,299
<INCOME-PRETAX> 45,053
<INCOME-PRE-EXTRAORDINARY> 45,053
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,873
<EPS-BASIC> 0.58
<EPS-DILUTED> 0.58
<YIELD-ACTUAL> 4.05
<LOANS-NON> 55,033
<LOANS-PAST> 30,354
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 85,387
<ALLOWANCE-OPEN> 98,749
<CHARGE-OFFS> 9,365
<RECOVERIES> 2,726
<ALLOWANCE-CLOSE> 98,110
<ALLOWANCE-DOMESTIC> 98,110
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
