SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 0-15237
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HARLEYSVILLE NATIONAL CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2210237
- ------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
483 Main Street, Harleysville, Pennsylvania 19438
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 256-8851
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___. 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 latest practicable date: 8,835,526 shares of Common
Stock, $1.00 par value, outstanding on April 30, 2000.
PAGE 1
<TABLE>
<CAPTION>
HARLEYSVILLE NATIONAL CORPORATION
INDEX TO FORM 10-Q REPORT
PAGE
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets - March 31, 2000 and December 31, 1999. . . . . . . . . . . 3
Consolidated Statements of Income - Three Months Ended March 31, 2000 and 1999. . . . . 4
Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
8
Item 3. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 19
Part II. Other Information
Item 1. Legal Proceedings
20
Item 2. Change in Securities and Use of Proceeds
20
Item 3. Defaults Upon Senior Securities
20
Item 4. Submission of Matters to a Vote of Security Holders
20
Item 5. Other Information
21
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . 21
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
PAGE 2
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION
HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
Dollars in thousands) (Unaudited) . . . March 31, 2000 December 31, 1999
---------------- -------------------
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . $ 43,629 $ 42,154
Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . . . 1,000 -
---------------- -------------------
Total cash and cash equivalents . . . . . . . . . . . . . . . . 44,629 42,154
---------------- -------------------
Interest-bearing deposits in banks. . . . . . . . . . . . . . . . . 7,375 5,123
Investment securities available for sale. . . . . . . . . . . . . . 455,143 450,959
Investment securities held to maturity
(market value $33,266 and $23,828, respectively) . . . . . . . . . 33,873 24,271
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,087,960 1,061,170
Less: Unearned income . . . . . . . . . . . . . . . . . . . . . . . 1,598 806
Allowance for loan losses. . . . . . . . . . . . . . . . . (14,557) (14,208)
---------------- -------------------
Net loans. . . . . . . . . . . . . . . . . . . . . . . 1,075,001 1,047,768
---------------- -------------------
Bank premises and equipment, net. . . . . . . . . . . . . . . . . . 20,638 20,356
Accrued income receivable . . . . . . . . . . . . . . . . . . . . . 11,032 10,211
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . 1,403 1,436
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . . 1,916 2,006
Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . . 25,873 25,527
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,428 5,868
---------------- -------------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . $ 1,683,311 $ 1,635,679
================ ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . $ 189,143 $ 201,475
Interest-bearing:
Checking accounts. . . . . . . . . . . . . . . . . . . . . . . 150,744 149,562
Money market accounts. . . . . . . . . . . . . . . . . . . . . 280,488 250,025
Savings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,555 143,414
Time, under $100,000 . . . . . . . . . . . . . . . . . . . . . 370,150 359,110
Time, $100,000 or greater. . . . . . . . . . . . . . . . . . . 177,325 127,679
---------------- -------------------
Total deposits. . . . . . . . . . . . . . . . . . . . . . 1,315,405 1,231,265
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . 17,373 17,114
U.S. Treasury demand notes. . . . . . . . . . . . . . . . . . . . . 2,391 2,014
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . 24,500 9,500
Federal Home Loan Bank (FHLB) borrowings. . . . . . . . . . . . . . 130,250 130,250
Securities sold under agreements to repurchase. . . . . . . . . . . 52,217 106,554
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 9,998 9,322
---------------- -------------------
Total liabilities . . . . . . . . . . . . . . . . . . . . 1,552,134 1,506,019
---------------- -------------------
Shareholders' Equity:
Series preferred stock, par value $1 per share;
authorized 3,000,000 shares, none issued . . . . . . . . . . - -
Common stock, par value $1 per share; authorized 30,000,000
shares; issued and outstanding 7,915,554 shares in 2000 and
7,915,130 shares in 1999 . . . . . . . . . . . . . . . . . . 7,916 7,915
Additional paid in capital. . . . . . . . . . . . . . . . . . . 63,093 63,080
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . 71,930 68,422
Accumulated other comprehensive income. . . . . . . . . . . . . (11,762) (9,757)
---------------- -------------------
Total shareholders' equity. . . . . . . . . . . . . . . . 131,177 129,660
---------------- -------------------
Total liabilities and shareholders' equity. . . . . . . . $ 1,683,311 $ 1,635,679
================ ===================
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
PAGE 3
<TABLE>
<CAPTION>
HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Dollars in thousands except weighted average Three months ended March 31,
<S> <C> <C>
number of common shares and per share information) . .. . 2000 1999
----------- ----------
INTEREST INCOME:
Loans, including fees. . . . . . . . . . . . . . . . . . . $ 19,684 $ 16,712
Lease financing. . . . . . . . . . . . . . . . . . . . . . 2,027 1,514
Investment securities:
Taxable . . . . . . . . . . . . . . . . . . . . . . . . 5,166 3,763
Exempt from federal taxes . . . . . . . . . . . . . . . 2,382 2,355
Federal funds sold . . . . . . . . . . . . . . . . . . . . 53 108
Deposits in banks. . . . . . . . . . . . . . . . . . . . . 77 16
----------- ----------
Total interest income. . . . . . . . . . . . . . . . 29,389 24,468
----------- ----------
INTEREST EXPENSE:
Savings deposits . . . . . . . . . . . . . . . . . . . . . 3,727 3,063
Time, under $100,000 . . . . . . . . . . . . . . . . . . . 4,861 4,444
Time, $100,000 or greater. . . . . . . . . . . . . . . . . 2,399 1,207
Borrowed funds . . . . . . . . . . . . . . . . . . . . . . 3,118 1,735
----------- ----------
Total interest expense . . . . . . . . . . . . . . . 14,105 10,449
----------- ----------
Net interest income. . . . . . . . . . . . . . . . . 15,284 14,019
Provision for loan losses. . . . . . . . . . . . . . . . . 495 477
----------- ----------
Net interest income after provision for loan losses. 14,789 13,542
----------- ----------
OTHER OPERATING INCOME:
Service charges. . . . . . . . . . . . . . . . . . . . . . 882 845
Security gains (losses), net. . . . . . . . . . . . . . . (112) 117
Trust income . . . . . . . . . . . . . . . . . . . . . . . 680 638
Bank-owned life insurance. . . . . . . . . . . . . . . . . 347 -
Other Income . . . . . . . . . . . . . . . . . . . . . . . 760 715
----------- ----------
Total other operating income . . . . . . . . . . . . 2,557 2,315
----------- ----------
Net interest income after provision for loan losses
and other operating income. . . . . . . . . . . . 17,346 15,857
----------- ----------
OTHER OPERATING EXPENSES:
Salaries, wages and employee benefits. . . . . . . . . . . 5,360 4,811
Occupancy. . . . . . . . . . . . . . . . . . . . . . . . . 707 619
Furniture and equipment. . . . . . . . . . . . . . . . . . 1,116 967
Other expenses . . . . . . . . . . . . . . . . . . . . . . 2,959 2,624
----------- ----------
Total other operating expenses . . . . . . . . . . . 10,142 9,021
----------- ----------
Income before income taxes . . . . . . . . . . . . . 7,204 6,836
Income tax expense . . . . . . . . . . . . . . . . . . . . 1,479 1,647
----------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 5,725 $ 5,189
=========== ==========
Weighted average number of common shares:
Basic. . . . . . . . . . . . . . . . . . . . . . . 7,915,506 7,911,540
=========== ==========
Diluted. . . . . . . . . . . . . . . . . . . . . . 7,925,824 7,923,384
=========== ==========
Net income per share information:
Basic. . . . . . . . . . . . . . . . . . . . . . . $ 0.72 $ 0.65
=========== ==========
Diluted. . . . . . . . . . . . . . . . . . . . . . $ 0.72 $ 0.65
=========== ==========
Cash dividends per share . . . . . . . . . . . . . . . . . $ 0.28 $ 0.24
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
PAGE 4
<TABLE>
<CAPTION>
HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands) Three Months Ended March 31,
<S> <C> <C>
OPERATING ACTIVITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 1999
--------- ---------
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,725 $ 5,189
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses. . . . . . . . . . . . . . . . . . . . . . . 495 477
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . 612 545
Net amortization of investment
Securities discount/premiums . . . . . . . . . . . . . . . . . . . . 159 127
Net realized security loss (gain). . . . . . . . . . . . . . . . . . . 112 (117)
Increase in accrued income receivable. . . . . . . . . . . . . . . . . (822) (779)
Increase in accrued interest payable . . . . . . . . . . . . . . . . . 259 781
Net increase in other assets . . . . . . . . . . . . . . . . . . . . . (559) (917)
Net increase in other liabilities. . . . . . . . . . . . . . . . . . . 1,756 1,973
Decrease in unearned income. . . . . . . . . . . . . . . . . . . . . . (791) (547)
Write-down of other real estate owned. . . . . . . . . . . . . . . . . 67 15
Decrease (increase) in intangible assets . . . . . . . . . . . . . . . 89 (130)
--------- ---------
Net cash provided by operating activities . . . . . . . . . . . . . 7,102 6,617
--------- ---------
INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for sale. . . . . 20,300 7,950
Proceeds, maturity or calls of investment securities held to maturity. . 1,239 -
Proceeds, maturity or calls of investment securities available for sale. 4,220 35,963
Purchases of investment securities held to maturity. . . . . . . . . . . (10,840) -
Purchases of investment securities available for sale. . . . . . . . . . (32,059) (42,456)
Net increase in interest-bearing deposits in banks . . . . . . . . . . . (2,252) (591)
Net increase in loans. . . . . . . . . . . . . . . . . . . . . . . . . . (27,348) (26,790)
Net increase in premises and equipment . . . . . . . . . . . . . . . . . (893) (735)
Purchase of bank-owned life insurance. . . . . . . . . . . . . . . . . . (347) -
Proceeds from sales of other real estate . . . . . . . . . . . . . . . . 377 554
--------- ---------
Net cash used in investing activities . . . . . . . . . . . . . . . (47,603) (26,105)
--------- ---------
FINANCING ACTIVITIES:
Net increase in deposits . . . . . . . . . . . . . . . . . . . . . . . . 84,140 9,293
Increase (decrease) in U.S. Treasury demand notes. . . . . . . . . . . . 376 (93)
Increase in federal funds purchased. . . . . . . . . . . . . . . . . . . 15,000 500
Increase in FHLB borrowings. . . . . . . . . . . . . . . . . . . . . . . - 2,750
(Decrease) increase in securities sold under agreement . . . . . . . . . (54,337) 4,310
Cash dividends & fractional shares . . . . . . . . . . . . . . . . . . . (2,216) (1,959)
Stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 8
--------- ---------
Net cash provided by financing activities. . . . . . . . . . . . . . . 42,976 14,809
--------- ---------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . 2,475 (4,679)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . 42,154 53,630
--------- ---------
Cash and cash equivalents at end of the period . . . . . . . . . . . . . . $ 44,629 $ 48,951
========= =========
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,847 $ 9,668
========= =========
Supplemental disclosure of noncash investing and financing activities:
Transfer of assets from loans to other real estate owned. . . . . . $ 411 $ 501
========= =========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
PAGE 5
HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the consolidated financial
position of Harleysville National Corporation (the "Corporation") and its wholly
owned subsidiaries - Harleysville National Bank and Trust Company
("Harleysville"), Citizens National Bank ("Citizens"), Security National Bank
("Security") (collectively, the "Banks") and HNC Financial Company - as of
March 31, 2000, the results of its operations for three month periods ended
March 31, 2000 and 1999 and the cash flows for the three month periods ended
March 31, 2000 and 1999. This quarterly report refers to the corporation's
subsidiary banks, collectively as "the banks." It is suggested that these
unaudited consolidated financial statements be read in conjunction with the
audited consolidated financial statements of the corporation and the notes
thereto set forth in the corporation's 1999 annual report. All prior period
amounts were restated to reflect the acquisition of Northern Lehigh Bancorp.
The results of operations for the three month periods ended March 31, 2000 and
1999 are not necessarily indicative of the results to be expected for the full
year.
NOTE 2 - Income tax expense is less than the amount calculated using the
statutory tax rate, primarily the result of tax exempt income earned from state
and municipal securities and loans.
NOTE 3 - The Corporation accounts for comprehensive income under the Financial
Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards to provide prominent disclosure of
comprehensive income items. Comprehensive income is the change in equity of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. Other comprehensive income consists of
net unrealized gains on investment securities available for sale. Subsequent to
the adoption date, all prior-period amounts are required to be restated to
conform to the provision of SFAS No. 130. Comprehensive income for the first
three months of 2000 was $3,720,000, compared to $2,829,000 for the first three
months of 1999. The adoption of SFAS No. 130 did not have a material impact on
the Corporation's financial position or results of operation.
NOTE 4 - The Corporation adopted the Financial Accounting Standards Board issued
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 131 requires that public business enterprises report
certain information about operating segments in complete sets of financial
statements of the enterprise and in condensed financial statements of interim
periods issued to shareholders. It also requires that public business
enterprises report certain information about their products and services, the
geographic areas in which they operate and their major customers. Management
has determined that under current conditions, the Corporation will report one
business segment.
NOTE 5 - In June 1998, the Financial Accounting standard Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activity." SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments imbedded in other contracts, and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. If certain conditions are met, a derivative may be specifically
designated as a hedge. The accounting for changes in the fair value of
derivative (gains and losses) depends on the intended use of the derivative and
resulting designation. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. Earlier application is permitted
only as of the beginning of any fiscal quarter. On January 1, 1999, the
Corporation adopted SFAS No. 133. Concurrent with the adoption, the Corporation
reclassified $7,530,000 of investment securities from the held to maturity
category to the available for sale category and recorded $221,000 net of taxes
of unrealized holding gains in accumulated other comprehensive income.
PAGE 6
NOTE 6 - On January 20, 1999, the Corporation consummated its acquisition of
Northern Lehigh Bancorp, Inc., parent company of Citizens National Bank of
Slatington. Accounted for as a pooling-of-interest, Northern Lehigh Bancorp
shareholders received 3.57 shares of Harleysville National Corporation common
stock for each share of Northern Lehigh Bancorp common stock.
The acquisition was affected by the merger of Northern Lehigh
Bancorp, Inc. with Harleysville National Corporation North, Inc., a bank holding
company and wholly owned subsidiary of Harleysville National Corporation.
Citizens National Bank of Slatington merged with and into The Citizens National
Bank of Lansford, a national banking association and wholly owned subsidiary of
Harleysville National Corporation North, Inc., under the name Citizens National
Bank.
Subsequent Event. On April 28, 2000, the Corporation
consummated its acquisition of Citizens Bank and Trust Company. Under the terms
of the merger, accounted for as a pooling-of-interest, Citizens Bank and Trust
Company's shareholders will receive 166 shares of Harleysville National
Corporation common stock for each share of Citizens Bank and Trust Company
stock. Upon the completion of the acquisition, Citizens Bank and Trust
Company's banking operations will be merged into those of Citizens National
Bank, a wholly-owned subsidiary of Harleysville National Corporation.
PAGE 7
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
- -----------------------
The following is management's discussion and analysis of the
significant changes in the results of operations, capital resources and
liquidity presented in its accompanying consolidated financial statements for
the corporation, the banks and HNC Financial Company. The corporation's
consolidated financial condition and results of operations consist almost
entirely of the banks' financial condition and results of operations. Current
performance does not guarantee, and may not be indicative of similar performance
in the future.
In addition to historical information, this Form 10-Q contains
forward-looking statements. We have made forward-looking statements in this
document, and in documents that we incorporate by reference, that are subject to
risks and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of operations of Harleysville
National Corporation and its subsidiaries. When we use words such as
"believes," "expects," "anticipates," or similar expressions, we are making
forward-looking statements.
Shareholders should note that many factors, some of which are
discussed elsewhere in this document and in the documents that we incorporate by
reference, could affect the future financial results of Harleysville National
Corporation and its subsidiaries and could cause those results to differ
materially from those expressed in our forward-looking statements contained or
incorporated by reference in this document. These factors include the
following:
- - operating, legal and regulatory risks;
- - economic, political and competitive forces affecting our banking,
securities, asset management and credit services businesses; and
- - the risk that our analyses of these risks and forces could be incorrect
and/or that the strategies developed to address them could be
unsuccessful.
OVERVIEW
- --------
The Corporation began 2000 with strong earnings, primarily due to
the rise in earning assets levels. An increase in other income, continued
control of operating expenses and an emphasis on loan quality also contributed
to the favorable first quarters results.
Consolidated net income for the first three months of 2000 was $5,725,000,
an increase of $536,000, or 10.3%, over the first three months of 1999 net
income of $5,189,000. Basic and diluted earning per share for the first three
months of 2000 of $.72 increased 10.8%, over the first three months of 1999
basic and diluted earnings per share of $.65.
The increase in net income during the first three months of 2000,
compared to the same period in 1999, is the result of both higher net interest
income and other operating income, partially offset by higher other operating
expenses. Net interest income grew $1,265,000, primarily as a result of a 16.6%
rise in average earning assets. Other operating income rose $242,000, due
primarily to higher trust fees and bank-owned life insurance, offset by net
losses on the sale of securities. Offsetting these increases was a rise in
other operating expenses, primarily related to the overall growth in the Banks.
For the three months ended March 31, 2000, the annualized return on average
shareholders' equity and the annualized return on average assets were 17.50% and
1.38%, respectively. For the same period in 1999, the annualized return on
average shareholders' equity was 15.76% and the annualized return on average
assets was 1.48%.
PAGE 8
The banks continue to focus on the quality of their loan
portfolios. Nonperforming assets, including nonaccrual loans, restructured
loans and other real estate owned were .35% of total assets at March 31, 2000,
compared to .34% at December 31, 1999 and .33% at March 31, 1999. As of March
31, 2000, loans past due 90 or more and still accruing interest aggregated
$245,000, compared to $269,000 at December 31, 1999 and $564,0000 at March 31,
1999.
Net income is affected by five major elements: net interest income, or the
difference between interest income earned on loans and investments and interest
expense paid on deposits and borrowed funds; the provision for loan losses, or
the amount added to the allowance for loan losses to provide reserves for future
losses on loans; other operating income, which is made up primarily of certain
fees, trust income and gains and losses from sales of securities; other
operating expenses, which consist primarily of salaries and other operating
expenses; and income taxes. Each of these major elements will be reviewed in
more detail in the following discussion.
NET INTEREST INCOME AND RELATED ASSETS AND LIABILITIES
- -------------------------------------------------------------
Net interest income for the first three months of 2000 of $15,284,000
increased $1,265,000, or 9.0%, over the same period in 1999 which produced net
interest income of $14,019,000. As illustrated in the table below, the primary
source of this increase was a rise in interest income resulting from increases
to earning asset volumes in the first three months of 2000, compared to the same
period in 1999. The increase in interest income was partially offset by a rise
in interest expense, primarily the result of higher volumes
The rate-volume variance analysis set forth in the table below,
which is computed on a tax-equivalent basis (tax rate of 35%), analyzes changes
in net interest income for the three months ended March 31, 2000 over March 31,
1999 by their rate and volume components.
<TABLE>
<CAPTION>
Three Months Ended March 31, 2000
Over/Under March 31, 1999
Total Caused by:
----------
Variance Rate Volume
-------- ---- ------
<S> <C> <C> <C>
Interest Income:
Securities *. . . . . . . . . . . . . . . $1,445 $ 325 $1,120
Money market instruments. . . . . . . . . 6 21 (15)
Loans * . . . . . . . . . . . . . . . . . 3,553 214 3,339
------ ------- -------
Total. . . . . . . . . . . . . . . . . 5,004 560 4,444
------ ------- -------
Interest Expense:
Savings deposits. . . . . . . . . . . . . 664 255 409
Time deposits and certificates of deposit 1,609 189 1,420
Other borrowings. . . . . . . . . . . . . 1,383 295 1,088
------ ------- -------
Total . . . . . . . . . . . . . . . . 3,656 739 2,917
------ ------- -------
Net interest income . . . . . . . . . . . . $1,348 ($179) $1,527
====== ======= =======
*Tax Equivalent Basis
</TABLE>
Taxable-equivalent net interest income was $16,772,000 for the first three
months of 2000, compared to $15,424,000 for the same period in 1999, a 8.7% or
$1,348,000 increase. This rise in taxable-equivalent net interest income was
primarily due to a $1,527,000 increase related to volume, which was partially
offset by a reduction in interest income, related to rate. Total
taxable-equivalent interest income grew $5,004,000, primarily the result of the
higher volumes in both the security and loan earning asset categories. Average
PAGE 9
year-to-date loans and securities grew $163,299,000 and $61,573,000,
respectively at March 31, 2000, compared to the same period in 1999. The
increase in securities included $25,000,000 in securities purchased as part of a
capital leverage program during the third quarter of 1999. To more fully
leverage its capital, the Corporation entered into $25,000,000 of structured
transactions in which the banks borrow funds from the Federal Home Loan Bank
(FHLB) and invests these borrowed funds into securities that are priced to yield
a spread over the FHLB borrowing rate.
Total interest expense grew $3,656,000 during the first three months
of 2000, compared to the same period in 1999. This growth was principally the
result of higher volumes associated with time deposits and other borrowings.
The average year-to-date other borrowings grew $79,321,000 or 53.6%, compared to
the first three months of 1999. Included in the growth in other borrowings was
the funding required for the $25,000,000 capital leverage program. The volume of
savings deposits grew 12.3% during this period. The remaining increase in
deposit and other borrowing volumes was used to finance the earning asset
growth. Other borrowings include federal funds purchased, FHLB borrowings,
securities sold under agreements to repurchase and U. S. Treasury demand notes.
The banks actively manage their interest rate sensitivity positions.
The objectives of interest rate risk management are to control exposure of net
interest income to risks associated with interest rate movements and to achieve
consistent growth in net interest income. The asset/liability committee, using
policies and procedures approved by the banks' boards of directors, is
responsible for managing the rate sensitivity position. The Banks manage
interest rate sensitivity by changing mix and repricing characteristics of their
assets and liabilities through their investment securities portfolio, borrowings
from the FHLB and their offering of loan and deposit terms. The nature of the
Banks current operations is such that is not subject to foreign currency
exchange or commodity price risk. The Banks do not own trading assets and they
do not have any hedging transactions in place such as interest rate swaps, caps
or floors. The Banks utilize three principal reports to measure interest rate
risk: asset/liability simulation reports, gap analysis reports and net interest
margin reports.
NET INTEREST MARGIN
---------------------
The net interest margin of 4.27% for the three-month period ended March 31,
2000, decreased from the 4.58% net interest margin for the first three months of
1999. The decrease in the net interest margin is due to both the institution of
the capital leverage program and the funding of the bank-owned life insurance
(BOLI) with deposits during the third quarter of 1999, and the high cost of
attracting new deposits. Since the current competitive interest rate
environment will continue to place downward pressure on the net interest margin,
the Banks expect to increase net interest income through the continued growth in
market share of loans and deposits. The yield on earning assets of 7.87% during
the first three months of 2000 was higher than the 7.69% earned during the first
three months of 1999. The increase in the yield is primarily due to the impact
of rise in interest rates during this period. The first quarter 2000 average
interest rate paid on interest-bearing deposits and other borrowings of 4.29%
was higher than the first three months of 1999 rate of 3.90%. The increase in
the average interest rate paid is the result of funding the capital leverage
program with higher costing FHLB funding, higher interest rates and the overall
higher cost of attracting new deposits.
PROVISION FOR LOAN LOSSES
- ----------------------------
The provision is based on management's analysis of the adequacy of the
allowance for loan losses. In its evaluation, management considers past loan
experience, overall characteristics of the loan portfolio, current economic
conditions and other relevant factors. Based on the latest monthly evaluation
of potential loan losses, the allowance is adequate to absorb known and inherent
losses in the loan portfolio. Ultimately, however, the adequacy of the
allowance is largely dependent upon the economy, a factor beyond the
Corporation's control. With this in mind, additions to the allowance for loan
losses may be required in future periods, especially if economic trends worsen
or certain borrowers' ability to repay declines.
For the first three months of 2000 the provision for loan losses was
$495,000, compared to $477,000 for the same period in 1999. The higher
provision for loan losses during the first quarter of 2000, compared to the same
period in 1999 is attributed to the growth in loans during this period. Net
loans charged off was $164,000 for the three months ended March 31, 2000,
PAGE 10
compared to $87,000 for the three months ended March 31, 1999. The ratio of the
allowance for loans losses to nonperforming assets for March 31, 2000 of 249.5%
was lower than the December 31, 1999 and the March 31, 1999 ratios of 254.1% and
300.2%, respectively.
<TABLE>
<CAPTION>
Allowance for Loan Losses
- ----------------------------
Transaction in the allowance for loan losses are as follows
<S> <C> <C>
2000 1999
------------ ------
Balance, Beginning of Year $ 14,208,000 $13,706,000
Provision charged to operating expenses 495,000 477,000
Loans charged off ( 331,000) (141,000)
Recoveries 185,000 54,000
----------------- ------------
Balance, March 31 14,557,000 14,096,000
================= ============
</TABLE>
<TABLE>
<CAPTION>
Ratios: . . . . . . . . . . . . . . . . . . . . March 31, 2000 Dec. 31, 1999 March 31, 1999
- ------------------------------------------------ -------------- ------------- ---------------
<S> <C> <C> <C>
Allowance for loan losses to nonperforming assets 249.5% 254.1% 300.2%
Nonperforming assets to total loans & net assets
acuired in foreclosure 0.54% 0.53% 0.50%
Allowance for loan losses to total loans 1.34% 1.34% 1.52%
</TABLE>
The following table sets forth an allocation of the allowance for loan losses by
loan category:
<TABLE>
<CAPTION>
March 31, 2000
--------------
<S> <C> <C>
Percent
Amount of Loans
-------- ---------
Commercial and industrial $ 7,045 26%
Consumer loans. . . . . . 4,292 34%
Real estate . . . . . . . 2,412 31%
Lease financing . . . . . 808 9%
-------- ---------
Total . . . . . . . . . 14,557 100%
======== =========
</TABLE>
Nonperforming assets (nonaccruing loans, net assets in foreclosure and
troubled debt restructured loans) were 0.54% of total loans and net assets
acquired in foreclosure at March 31, 2000, compared to 0.53% at December 31,
1999 and 0.50% at March 31, 1999. The ratio of the allowance for loan losses to
loans at March 31, 2000 of 1.34% did not change from the December 31, 1999 ratio
and was lower than the March 31, 1999 ratio of 1.52%.
Nonaccruing loans at March 31, 2000 of $3,975,000,000, increased $285,000
from the December 31, 1999 level of $3,690,000, and increased $831,000 from the
March 31, 1999 level of $3,144,000. The increase in nonaccruing loans at March
31, 2000, compared to March 31, 1999 was primarily the result of an increase in
commercial loan nonaccruing loans.
Net assets in foreclosure totaled $1,403,000 as of March 31, 2000,
a decrease of $33,000 from the December 31, 1999 balance of $1,436,000. During
the first three months of 1999, transfers from loans to assets in foreclosure
were $411,000, payments on foreclosed properties totaled $377,000 and
write-downs of assets in foreclosure equaled $67,000. The loans transferred to
assets in foreclosure included commercial loans of $121,000, mortgages of
$52,000 and leases of $238,000. The balance of net assets in foreclosure at
March 31, 1999 was $1,063,000. Efforts to liquidate assets acquired in
PAGE 11
foreclosure are proceeding as quickly as potential buyers can be located and
legal constraints permit. Generally accepted accounting principles require
foreclosed assets to be carried at the lower of cost (lesser of carrying value
of asset or fair value at date of acquisition) or estimated fair value.
As of March 31, 2000, there were two unrelated borrowers with troubled debt
restructured loans totaling $457,000, compared with two unrelated borrowers with
a balance of $465,000 as of December 31, 1999 and $489,000 at March 31, 1999.
The two customers were complying with the restructured terms as of March 31,
2000.
Loans past due 90 days or more and still accruing interest are loans that
are generally well secured and expected to be restored to a current status in
the near future. As of March 31, 2000, loans past due 90 days or more and still
accruing interest were $245,000, compared to $269,000 as of December 31, 1999
and $564,000 as of March 31, 1999. The decrease in loans past due 90 days at
March 31, 1999, compared March 31, 1998 was primarily the result of a decrease
in real estate and consumer loans past due 90 days.
<TABLE>
<CAPTION>
The following information concerns impaired loans:
<S> <C> <C> <C>
Impaired Loans: . . . . . . . . . . . . . . . . March 31, 2000 Dec. 31, 1999 March 31, 1999
--------------- -------------- ---------------
Restructured Loans . . . . . . . . . . . . $ 457,000 $ 465,000 $ 489,000
Nonaccrual Loans . . . . . . . . . . . . . $ 2,431,000 $ 2,117,000 $ 2,090,000
--------------- -------------- ---------------
Total Impaired Loans. . . . . $ 2,888,000 $ 2,582,000 $ 2,579,000
=============== ============== ===============
Average year-to-date impaired loans:. . . . . . $ 2,598,000 $ 3,046,000 $ 2,576,000
=============== ============== ===============
Impaired loans with specific loss allowances: . $ 2,888,000 $ 2,582,000 $ 2,579,000
=============== ============== ===============
Loss allowances reserved on impaired loans: . . $ 305,000 $ 262,000 $ 372,000
=============== ============== ===============
Year-to-date income recognized on impaired loans $ 18,000 $ 132,000 $ 11,000
=============== ============== ===============
</TABLE>
The banks' policy for interest income recognition on impaired loans
is to recognize income on restructured loans under the accrual method. The
banks recognize income on nonaccrual loans under the cash basis when the loans
are both current and the collateral on the loan is sufficient to cover the
outstanding obligation to the banks. The banks will not recognize income if
these factors do not exist.
<TABLE>
<CAPTION>
OTHER OPERATING INCOME
- ------------------------
Three Months Ended March 31,
---------------------------------
2000 1999
---- ----
(Dollars in thousands)
<S> <C> <C>
Service charges. . . . . . . . . . 882 845
Securities (losses) gains, net . . (112) 117
Trust income . . . . . . . . . . . 680 638
Bank-owned life insurance income . 347 -
Other income . . . . . . . . . . . 760 715
----- -----
Total other operating income 2,557 2,315
====== =====
</TABLE>
PAGE 12
Other operating income for the first three months of 2000 increased
$242,000, or 10.5%, from $2,315,000 at March 31, 1999 to $2,557,000 at March 31,
2000. This rise in other operating income is the result of a $37,000 growth in
service charges, a $42,000 rise in trust income and a $45,000 increase in other
income. Bank-owned life insurance (BOLI) income contributed $347,000 to other
operating income during the first quarter of 2000. A $229,000 decrease in
security gains partially offset these increases. The rise in other operating
income was 21.4%, not inclusive of the securities gains and losses.
The $42,000, or 4.4% increase in service charges is primarily the result of
a rise in fees charged on transaction deposit accounts. This growth was
primarily the result of the increase in average deposit transaction accounts,
from the first three months of 1999 to the first three months in 2000. The
Corporation recorded a net security loss on the sale of securities of $112,000
in the first three months of 2000, compared to a $117,000 gain in the same
period in 1999. From time to time, the Corporation sells investment securities
available for sale to fund the purchase of other securities in an effort to
enhance the overall return of the portfolio.
Income from the Investment Management and Trust Services Division increased
$42,000, or 6.6% in the first three months of 2000, compared to the same period
in 1999. This increase was the result of both an increase in the book value of
trust assets under management of 25.3% from March 31, 1999 to March 31, 2000,
and the Corporation's continuing emphasis on marketing the Investment Management
and Trust Services Division's products and services.
During the third quarter of 1999, the corporation entered into a
$25,000,000 investment of bank-owned life insurance (BOLI). BOLI involves the
purchasing of life insurance by the corporation on a chosen group of
employees. The corporation is the owner and beneficiary of the policies. This
pool of insurance, due to tax advantages to the Banks, is profitable to the
corporation. This profitability is used to offset a portion of future benefit
cost increases. Bank deposits fund BOLI and the earnings from BOLI are
recognized as other income. The corporation recognized $347,000 of BOLI income
during the first quarter of 2000.
Other income for the first three months of 2000 increased $45,000,
or 6.3%, compared to the same period in 1999. Contributing to this rise were
increases related to gains on the sale of off lease vehicles, loan servicing
fees and ATM/Debit card fees. These increases were partially offset by a
decrease in gains on the sale of residential mortgages, resulting from a
decrease in new mortgage volumes experienced during the first quarter of 2000,
compared to the same period in 1999.
<TABLE>
<CAPTION>
OTHER OPERATING EXPENSES
- --------------------------
Three Months Ended March 31,
---------------------------------
2000 1999
---- ----
(Dollars in thousands)
<S> <C> <C>
Salaries . . . . . . . . . . . . . . 4,036 3,521
Employee benefits. . . . . . . . . . 1,324 1,290
Net occupancy expense. . . . . . . . 707 619
Equipment expense. . . . . . . . . . 1,116 967
Other Expenses . . . . . . . . . . . 2,959 2,624
------ -----
Total other operating expenses 10,142 9,021
====== =====
</TABLE>
Other operating expenses for the first three months of 2000 of $10,142,000
increased $1,121,000, or 12.4%, from $9,021,000 for the same period in 1999.
The rise in operating expenses was the result of costs related to technology
PAGE 13
enhancements to be used to improve both the Banks productivity and products
offered to customers, and other expenses related to the overall growth of the
banks. Our constant focus on controlling expenses and improving efficiencies
has held the growth of our other operating expense much lower than our 17.6%
growth in total assets.
Employee salaries increased $515,000, or 14.6% from $3,521,000 for the
first three months of 1999 to $4,036,000 for the same period in 2000. Employee
benefits of $1,324,000 expensed in the first three months of 2000, were $34,000,
or 2.6% higher than the $1,290,000 of employee benefits expensed during the same
period in 1999. The increase in salaries and employee benefits reflects cost of
living increases, merit increases and additional staff necessitated by the
growth of the Banks.
Net occupancy expense increased $88,000, or 14.2%, from $619,000 in the
first three months of 1999 to $707,000 in the first three months of 2000.
Contributing to this increase was the opening of a new branch, higher than
normal snow removal expenses, and repair and maintenance expenses. Equipment
expense increased $149,000, or 15.4%, during the first three months of 2000,
compared to the same period in 1999. This increase is due to both equipment
depreciation and maintenance associated with planned increased technology
capabilities used to manage the rise in volume related to the growth of the
Corporation and to enhance the products offered to customers.
Other expenses increased $335,000, or 12.8%, from $2,624,000 in
the first three months of 1999, compared to $2,959,000 in other expenses
recorded during the same period in 2000. This increase is the result of higher
expenses associated with the overall growth of the Banks.
INCOME TAXES
- -------------
Income tax expense is less than the amount calculated using the statutory
tax rate primarily as a result of tax exempt income earned from state and
municipal securities and loans.
BALANCE SHEET ANALYSIS
- ------------------------
Total assets grew $47,632,000, or 2.9%, from $1,635,679,000 at
December 31, 1999 to $1,683,311,000 at March 31, 2000. This growth was the
result of a rise in earning assets, which grew $44,620,000 to $1,586,949,000 at
March 31, 2000, from $1,542,329,000 at December 31, 1999. During the first
three months of 2000, federal funds sold, interest-bearing deposits in banks,
securities and loans grew $1,000,000, $2,252,000, $13,786,000 $27,582,000,
respectively.
The balance of securities available for sale at March 31, 2000 of
$455,143,000 increased $4,184,000 compared to the December 31, 1999 balance of
$450,959,000. During the current quarter, $20,300,000 of securities were sold
which generated a pretax loss of $112,000. In comparison, $7,950,000 securities
available for sale were sold during the first quarter of 1999 to generate a
pretax gain of $117,000. From time to time, the corporation sells investment
securities available for sale to fund the purchase of other securities in an
effort to enhance the overall return of the portfolio. The balance of
investment securities held to maturity grew $9,602,000 during the first quarter
of 2000.
Total loans grew $27,582,000 or 2.6% during the first quarter.
Contributing to this growth were increases in indirect consumer loans, leasing
and commercial loans. Commercial real estate loans experienced a small decrease
during the first quarter.
Total deposits grew $84,140,000, or 6.8% from $1,231,265,000 at December
31, 1999 to $1,315,405,000 at March 31, 2000. This increase was primarily due
to the growth in time deposits during this period. Time deposits under $100,000
increased $11,040,000 and time deposits greater than $100,000 grew $49,646,000.
The primary source of the rise in the greater than $100,000 time deposits came
from municipal customers and one business customer. The one business customer
previously invested its deposits in securities sold under agreements to
PAGE 14
repurchase, but transferred to a greater than $100,000 time deposit during the
first quarter of 2000. Money market accounts, savings accounts and
interest-bearing checking accounts increased by $30,463,000, $4,141,000 and
$1,182,000, respectively. Non-interest bearing deposits decreased $12,332,000.
Other borrowings experienced a decrease of $38,960,000 during the first quarter.
A decrease in securities sold under agreements to repurchase of $54,337,000, was
partially offset by increases in federal funds purchased and U.S. Treasury
demand notes. The decrease in securities sold under agreements to repurchase
was primarily the result of a business customer transferring its funds to
greater than $100,000 time deposits during the first quarter of 2000.
CAPITAL
- -------
Capital formation is important to the Corporation's well being
and future growth. Capital for the period ending March 31, 2000 was
$131,177,000, an increase of $1,517,000 over the end of 1999. The increase is
the result of the retention of the Corporation's earnings, partially offset by
the adjustment for the net unrealized losses on the investment securities
available for sale. Net unrealized gains and losses on available for sale
investment securities are recorded as accumulated other comprehensive income in
the equity section of the balance sheet. The accumulated other comprehensive
income at March 31, 2000 was a loss of $11,762,000, compared to a loss of
$9,757,000 at December 31, 1999. Management believes that the Corporation's
current capital and liquidity positions are adequate to support its operations.
Management is not aware of any recommendations by any regulatory authority,
which, if it were to be implemented, would have a material effect on the
Corporation's capital.
<TABLE>
<CAPTION>
(Dollars in thousands) To Be Well Capitalized
For Capital Under Prompt Corrective
As of March 31, 2000 Actual Adequacy Purposes Action Provision
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
Total Capital (to risk weighted assets):
- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Corporation. . . . . . . . . . . . . . . . $ 156,596 12.60% $ 99,446 8.00% $ - -
Harleysville National Bank . . . . . . . . 97,151 10.29% 75,502 8.00% 94,377 10.00%
Citizens National Bank . . . . . . . . . . 21,555 11.40% 15,121 8.00% 18,902 10.00%
Security National Bank . . . . . . . . . . 9,846 10.26% 7,677 8.00% 9,597 10.00%
Tier 1 Capital (to risk weighted assets):
- ------------------------------------------
Corporation. . . . . . . . . . . . . . . . $ 141,877 11.41% $ 49,723 4.00% $ - -
Harleysville National Bank . . . . . . . . 86,195 9.13% 37,751 4.00% 56,626 6.00%
Citizens National Bank . . . . . . . . . . 19,190 10.15% 7,561 4.00% 11,341 6.00%
Security National Bank . . . . . . . . . . 8,785 9.15% 3,839 4.00% 5,758 6.00%
Tier 1 Capital (to average assets):
- ------------------------------------------
Corporation. . . . . . . . . . . . . . . . $ 141,877 8.57% $ 66,231 4.00% $ - -
Harleysville National Bank . . . . . . . . 86,195 6.88% 50,121 4.00% 62,651 5.00%
Citizens National Bank . . . . . . . . . . 19,190 7.14% 10,747 4.00% 13,434 5.00%
Security National Bank . . . . . . . . . . 8,785 6.86% 5,122 4.00% 6,402 5.00%
(Dollars in thousands) . . . . . . . . . . To Be Well Capitalized
For Capital . . . . Under Prompt Corrective
As of December 31, 1999. . . . . . . . . . Actual Adequacy Purposes Action Provision
Amount . . Ratio Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------------------------------------
Total Capital (to risk weighted assets):
- ------------------------------------------
Corporation. . . . . . . . . . . . . . . . $ 152,815 12.64% $ 96,739 8.00% $ - -
Harleysville National Bank . . . . . . . . 93,993 10.23% 73,484 8.00% 91,855 10.00%
Citizens National Bank . . . . . . . . . . 21,466 11.62% 14,780 8.00% 18,475 10.00%
Security National Bank . . . . . . . . . . 9,593 10.57% 7,259 8.00% 9,074 10.00%
Tier 1 Capital (to risk weighted assets):
- ------------------------------------------
Corporation. . . . . . . . . . . . . . . . $ 138,273 11.43% $ 48,369 4.00% $ - -
Harleysville National Bank . . . . . . . . 83,222 9.06% 36,742 4.00% 55,113 6.00%
Citizens National Bank . . . . . . . . . . 19,155 10.37% 7,390 4.00% 11,085 6.00%
Security National Bank . . . . . . . . . . 8,532 9.40% 3,629 4.00% 5,444 6.00%
Tier 1 Capital (to average assets):
- ------------------------------------------
Corporation. . . . . . . . . . . . . . . . $ 138,273 8.52% $ 64,901 4.00% $ - -
Harleysville National Bank . . . . . . . . 83,222 6.76% 49,228 4.00% 61,536 5.00%
Citizens National Bank . . . . . . . . . . 19,155 7.14% 10,738 4.00% 13,423 5.00%
Security National Bank . . . . . . . . . . 8,532 7.05% 4,844 4.00% 6,055 5.00%
PAGE 15
The Corporation's capital ratios exceed regulatory requirements. Existing
minimum regulatory capital ratio requirements are 5.0% for primary capital and
6.0% for total capital. The Corporation's primary capital ratio was 9.24% at
March 31, 2000, compared with 9.29% at December 31, 1999. Since the
Corporation's only capital is primary capital, the total capital ratios are the
same as the primary capital ratios.
Pursuant to the federal regulators' risk-based capital adequacy guidelines,
the components of capital are called Tier 1 and Tier 2 capital. For the
Corporation, Tier 1 capital is the shareholders' equity, and Tier 2 capital is
the allowance for loan losses. The minimum for the Tier 1 ratio is 4.0%, and
the total capital ratio (Tier 1 plus Tier 2 capital divided by risk-adjusted
assets) minimum is 8.0%. At March 31, 2000, the Corporation's Tier 1
risk-adjusted capital ratio was 11.41%, and the total risk-adjusted capital
ratio was 12.60%, both well above the regulatory requirements. The risk-based
capital ratios of each of the Corporation's commercial banks also exceeded
regulatory requirements at March 31, 2000.
The leverage ratio consists of Tier 1 capital divided by quarterly
average total assets, excluding intangible assets. Banking organizations are
expected to have ratios of at least 4% and 5%, depending upon their particular
condition and growth plans. Higher leverage ratios could be required by the
particular circumstances or risk profile of a given banking organization. The
Corporation's leverage ratios were 8.57% at March 31, 2000 and 8.52% at December
31, 1999.
The year-to-date March 31, 2000 cash dividend per share of $.28 was 16.7%
higher than the cash dividend for the same period in 1999 of $.24. The dividend
payout ratio for the first three months of 2000 was 38.72%, compared to 37.98%
for the twelve month period ended December 31, 1999. Activity in both the
Corporation's dividend reinvestment and stock purchase plan and the stock option
plan did not have a material impact on capital during the first three months of
2000.
LIQUIDITY
- ---------
Liquidity is a measure of the ability of the Banks to meet their needs and
obligations on a timely basis. For a bank, liquidity provides the means to meet
the day-to-day demands of deposit customers and the needs of borrowing
customers. Generally, the Banks arrange their mix of cash, money market
investments, investment securities and loans in order to match the volatility,
seasonality, interest sensitivity and growth trends of its deposit funds.
Federal Funds sold averaged $3,895,000 during the first three months of 1999
and securities available for sale averaged $453,050,000 during the first three
months of 2000, more than sufficient to meet normal fluctuations in loan demand
or deposit funding. Backup sources of liquidity are provided by federal fund
lines of credit established with correspondent banks. Additional liquidity
could be generated through borrowings from the Federal Reserve Bank of
Philadelphia and the FHLB of Pittsburgh, of which the Banks are members. Unused
lines of credit at the FHLB of Pittsburgh were $167,063,000, as of March 31,
2000.
PAGE 16
OTHER ITEMS
- ------------
LEGISLATIVE & REGULATORY
- --------------------------
On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act of 1999, the Financial Services Modernization Act. The
Financial Services Modernization Act repeals the two affiliation provisions of
the Glass-Steagall Act:
- - Section 20, which restricted the affiliation of Federal Reserve Member
Banks with firms "engaged principally" in specified securities
activities; and
- - Section 32, which restricts officer, director or employee interlocks
between a member bank and any company or person "primarily engaged" in
specified securities activities.
In addition, the Financial Services Modernization Act also
contains provisions that expressly preempt any state law insurance. The general
effect of the law is to establish a comprehensive framework to permit
affiliations among commercial banks, insurance companies, securities firms and
other financial service providers by revising and expanding the Bank Holding
Company Act framework to permit a holding company system to engage in a full
range of financial activities through a new entity known as Financial Holding
Company. "Financial activities" is broadly defined to include not only banking,
insurance and securities activities, but also merchant banking and additional
activities that the Federal Reserve, in consultation with the Secretary of
Treasury, determines to be financial in nature, incidental to such financial
activities, or complementary activities that do not pose a substantial risk to
the safety and soundness of depository institutions or the financial system
generally.
Generally, the Financial Services Modernization Act:
- - Repeals historical restrictions on, and eliminates many federal and state
law barriers to, affiliations among banks, securities firms,
insurance companies, and other financial service providers;
- - Provides a uniform framework for the functional regulation of the
activities of banks, savings institutions and their holding
companies;
- - Broadens the activities that may be conducted by national banks, banking
subsidiaries of bank holding companies, and their financial
subsidiaries;
- - Provides an enhanced framework for protecting the privacy of consumer
information;
- - Adopts a number of provisions related to the capitalization, membership,
corporate governance and the other measures designed to modernize the
Federal Home Loan Bank system;
- - Modifies the laws governing the implementation of the Community
Reinvestment Act; and
- - Addresses a variety of other legal and regulatory issues affecting both
day-to-day operations and long-term activities of financial
institutions.
In order for the Corporation to take advantage of the ability to
affiliate with other financial services providers, the Corporation must become a
"Financial Holding Company" as permitted under an amendment to the Bank Holding
Company Act. To become a Financial Holding Company, the Corporation would file
a declaration with the Federal Reserve, electing to engage in activities
permissible for Financial Holding Companies and certifying that it is eligible
to do so because all of its insured depository institution subsidiaries are
well-capitalized and well-managed. In addition, the Federal Reserve must
determine that each insured depository institution subsidiary of the Corporation
PAGE 17
has at least a satisfactory CRA rating. The Corporation currently meets the
requirements to make an election to become a Financial Holding Company. The
Corporation's management has not determined at this time whether it will seek an
election to become a Financial Holding Company. The Corporation is examining
its strategic business plan to determine whether, based on market conditions,
the relative financial conditions of the Corporation and its subsidiaries,
regulatory requirements, general economic conditions, and other factors, the
Corporation desires to utilize any of its expanded powers provided in the
Financial Service Modernization Act.
The Financial Services Modernization Act also permits national
banks to engage in expanded activities through the formation of financial
subsidiaries. A national bank may have a subsidiary engaged in any activity
authorized for national banks directly or any financial activity, except for
insurance underwriting, insurance investments, real estate investment or
development, or merchant banking, which may only be conducted through a
subsidiary of a Financial Holding Company. Financial activities include all
activities permitted under new sections of the Bank Holding Company Act or
permitted by regulation.
A national bank seeking to have a financial subsidiary, and each
of its depository institution affiliates, must be "well-capitalized" and
"well-managed." The total assets of all financial subsidiaries may not exceed
the lesser of 45% of a bank's total assets or $50 billion. A national bank must
exclude from its assets and equity all equity investments, including retained
earnings, in a financial subsidiary. The assets of the subsidiary may not be
consolidated with risk and protect the bank from such risks and potential
liabilities.
The Corporation and the Banks do not believe that the Financial
Services Modernization Act will have a material adverse effect on our operations
in the near-term. However, to the extent that it permits banks, securities
firms, and insurance companies to affiliate, the financial services industry may
experience further consolidation. The Financial Services Modernization Act is
intended to grant to community banks certain powers as a matter of right that
larger institutions have accumulated on an ad hoc basis. Nevertheless, this act
may have the result of increasing the amount of competition that the company and
the bank face from larger institutions and other types of companies offering
financial products, many of which may have substantially more financial
resources than the company bank.
Pending Legislation
- --------------------
Management is not aware of any other current specific
recommendations by regulatory authorities or proposed legislation which, if they
were implemented, would have a material adverse effect upon the liquidity,
capital resources, or results of operations, although the general cost of
compliance with numerous and multiple federal and state laws and regulations
does have, and in the future may have, a negative impact on the Corporation's
results of operations.
Effects of Inflation
- ----------------------
Inflation has some impact on the Corporation's and the Banks'
operating costs. Unlike many industrial companies, however, substantially all
of the Banks' assets and liabilities are monetary in nature. As a result,
interest rates have a more significant impact on the Corporation's and the
Banks' performance than the general level of inflation. Over short periods of
time, interest rates may not necessarily move in the same direction or in the
same magnitude as prices of goods and services.
Effect of Government Monetary Policies
- ------------------------------------------
The earnings of the Corporation are and will be affected by
domestic economic conditions and the monetary and fiscal policies of the United
States government and its agencies. An important function of the Federal
Reserve is to regulate the money supply and interest rates. Among the
instruments used to implement those objectives are open market operations in
United States government securities and changes in reserve requirements against
member bank deposits. These instruments are used in varying combinations to
influence overall growth and distribution of bank loans, investments and
deposits, and their use may also affect rates charged on loans or paid for
deposits.
PAGE 18
The Banks are members of the Federal Reserve and, therefore, the
policies and regulations of the Federal Reserve have a significant effect on its
deposits, loans and investment growth, as well as the rate of interest earned
and paid, and are expected to affect the Banks' operations in the future. The
effect of such policies and regulations upon the future business and earnings of
the Corporation and the Banks cannot be predicted.
Environmental Regulations
- --------------------------
There are several federal and state statutes which regulate the
obligations and liabilities of financial institutions pertaining to
environmental issues. In addition to the potential for attachment of liability
resulting from its own actions, a bank may be held liable under certain
circumstances for the actions of its borrowers, or third parties, when such
actions result in environmental problems on properties that collateralize loans
held by the bank. Further, the liability has the potential to far exceed the
original amount of a loan issued by the bank. Currently, neither the
Corporation nor the Banks are a party to any pending legal proceeding pursuant
to any environmental statute, nor are the Corporation and the Banks aware of any
circumstances that may give rise to liability under any such statute.
From time to time, various types of federal and state legislation
have been proposed that could result in additional regulation of, and
restriction on, the business of the Banks. It cannot be predicted whether any
such legislation will be adopted or, if adopted, how such legislation would
affect the business of the Banks. As a consequence of the extensive regulation
of commercial banking activities in the United States, the Banks' business is
particularly susceptible to being affected by federal legislation and
regulations that may increase the costs of doing business.
BRANCHING
- ---------
The Corporation's subsidiaries currently plan to open at least three
new branches. During the second quarter of 2000, Security National Bank will
open a location in Boyertown and Citizens National Bank will open a branch in
Allentown. Harleysville National Bank is pursuing a location in Souderton.
These new branch sites are contiguous to our current service area and were
chosen to expand the Banks' market area and market share of loans and deposits.
ACQUISITION
- -----------
On April 28, 2000, the Corporation consummated its acquisition of
Citizens Bank and Trust Company. Under the terms of the merger, accounted for
as a pooling-of-interest, Citizens Bank and Trust Company's shareholders will
receive 166 shares of Harleysville National Corporation common stock for each
share of Citizens Bank and Trust Company stock. Upon the completion of the
acquisition, Citizens Bank and Trust Company's banking operations will be merged
into those of Citizens National Bank, a wholly-owned subsidiary of Harleysville
National Corporation.
ITEM 3 - Qualitative and Quantitative Disclosures About Market Risk
In the normal course of conducting business activities, the
Corporation is exposed to market risk, principally interest risk, through the
operations of its banking subsidiaries. Interest rate risk arises from market
driven fluctuations in interest rates that affect cash flows, income, expense
and values of financial instruments. The Asset/Liability Committee, using
policies and procedures approved by the Banks' Boards of Directors, is
responsible for managing the rate sensitivity position.
No material changes in market risk strategy occurred during the
current period. A detailed discussion of market risk is provided in the SEC
Form 10-K for the period ended December 31, 1999.
PAGE 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
- -------- -------------------
Management, based upon discussions with the Corporation's legal counsel, is
not aware of any litigation that would have a material adverse effect on the
consolidated financial position of the Corporation. There are no proceedings
pending other than the ordinary routine litigation incident to the business of
the Corporation and its subsidiaries - Harleysville National Bank and Trust
Company, Citizens National Bank, Security National Bank and HNC Financial
Company. In addition, no material proceedings are pending or are known to be
threatened or contemplated against the Corporation and its subsidiaries by
government authorities.
Item 2. Change in Securities and Use of Proceeds
- -------- ----------------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities.
- -------- -----------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------- ------------------------------------------------------------
(a) The 2000 Annual Meeting of Shareholders was held at 9:30 a.m., on Tuesday,
April 11, 2000, at Indian Valley Country Club, 650 Bergey Road, Telford,
Pennsylvania 18969.
(b), (c) One matter was voted upon as follows:
1. Two directors were elected, as below:
Elected Term Expires
------------- -------------
LeeAnn Bergey 2004
Palmer E. Retzlaff 2004
The results of the voting for the directors are as follows:
LeeAnn Bergey:
For 6,213,430
Against 94,816
Abstain 0
Palmer E. Retzlaff:
For 6,198,062
Against 110,184
Abstain 0
Directors whose term continued after the meeting:
Term Expires
--------------
William M. Yocum 2001
Walter E. Daller Jr. 2002
Martin E. Fossler 2002
Thomas S. McCready 2002
Walter F. Vilsmeier 2003
Harold A. Herr 2003
Henry M. Pollak 2003
PAGE 20
Item 5. Other Information.
- -------- -------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
- -------- --------------------------------------
(a) Exhibits:
The following exhibit is being filed as part of this Report:
Exhibit No. Description of Exhibits
- ----------- -------------------------
(3.1) Harleysville National Corporation Articles of Incorporation, as
amended. (Incorporated by reference to Exhibit 3(a) to the
Corporation's Registration Statement No. 33-65021 on Form
S-4, as filed on December 14, 1995.)
(3.2) Harleysville National Corporation By-laws. (Incorporated by
reference to Exhibit 3(b) to the Corporation's Registration
Statement No. 33-65021 on Form S-4, as filed on December
14, 1995.)
(10.1) Harleysville National Corporation 1993 Stock Incentive Plan.
(Incorporated by Reference to Exhibit 4.3 of Registrant's
Registration Statement No.33-57790 on Form S-8, filed
with the Commission on October 1, 1993.)
(10.2) Harleysville National Corporation Stock Bonus Plan.
(Incorporated by Reference to Exhibit 99A of Registrant's
Registration Statement No. 33-17813 on Form S-8, filed with
the Commission on December 13, 1996.)
(10.3) Supplemental Executive Retirement Plan. (Incorporated by
Reference to Exhibit 10.3 of Registrant's Annual Report in Form
10-K for the year ended December 31, 1997, filed with the
Commission on March 27, 1998.)
(10.4) Walter E. Daller, Jr., Chairman, President and Chief
Executive Officer's employment agreement. (Incorporated by
Reference to Registrant's Registration Statement on Form
8-K, filed with the Commission on March 25, 1999.)
(10.5) Demetra M. Takes, President and Chief Operating Officer
of Harleysville employment agreement. (Incorporated by
Reference to Registrant's Registration Statement on Form
8-K, filed with the Commission on March 25, 1999.)
(10.6) Vernon L. Hunsberger. Senior Vice President/CFO and
Cashier's employment agreement. (Incorporated by Reference
to Registrant's Registration Statement on Form 8-K,
filed with the Commission on March 25, 1999.)
(10.7) Harleysville National Corporation 1998 Stock Incentive
Plan. (Incorporated by Reference to Registrant's Registration
Statement No. 333-79971 on Form S-8 filed with the
Commission on June 4, 1999)
PAGE 21
(10.8) Harleysville National Corporation 1998 Independent
Directors Stock Option Plan. (Incorporated by Reference to
Registrant's Registration Statement No. 333-79973 on Form
S-8 filed with the Commission on June 4, 1999)
(11) Computation of Earnings per Common Share. The information
for this Exhibit is incorporated by reference to page
X of this Form 10-Q.
(27) Financial Data Schedule.
(b) Reports on Form 8-K:
None.
PAGE 22
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.
HARLEYSVILLE NATIONAL CORPORATION
/s/ Walter E. Daller, Jr.
________________________
Walter E. Daller, Jr., President
and Chief Executive Officer
(Principal executive officer)
/s/ Vernon L. Hunsberger
_________________________
Vernon L. Hunsberger, Treasurer
(Principal financial and accounting officer)
Date: May 12, 2000
PAGE 23
EXHIBIT INDEX
--------------
Exhibit No. Description of Exhibits
- ----------- -------------------------
(3.1) Harleysville National Corporation Articles of Incorporation, as
amended. (Incorporated by reference to Exhibit 3(a) to the
Corporation's Registration Statement No. 33-65021 on Form
S-4, as filed on December 14, 1995.)
(3.2) Harleysville National Corporation By-laws. (Incorporated by
reference to Exhibit 3(b) to the Corporation's
Registration Statement No. 33-65021 on Form S-4, as filed
on December 14, 1995.)
(10.1) Harleysville National Corporation 1993 Stock Incentive Plan.
(Incorporated by Reference to Exhibit 4.3 of Registrant's
Registration Statement No.33-57790 on Form S-8, filed with
the Commission on October 1, 1993.)
(10.2) Harleysville National Corporation Stock Bonus Plan.
(Incorporated by Reference to Exhibit 99A of Registrant's
Registration Statement No. 33-17813 on Form S-8, filed with
the Commission on December 13, 1996.)
(10.3) Supplemental Executive Retirement Plan. (Incorporated by
Reference to Exhibit 10.3 of Registrant's Annual Report
in Form 10-K for the year ended December 31, 1997, filed
with the Commission on March 27, 1998.)
(10.4) Walter E. Daller, Jr., Chairman, President and Chief
Executive Officer's employment agreement. (Incorporated
by Reference to Registrant's Registration Statement on
Form 8-K, filed with the Commission on March 25, 1999.)
(10.5) Demetra M. Takes, President and Chief Operating Officer
of Harleysville employment agreement. (Incorporated by
Reference to Registrant's Registration Statement on Form
8-K, filed with the Commission on March 25, 1999.)
(10.6) Vernon L. Hunsberger. Senior Vice President/CFO and Cashier's
employment agreement.(Incorporated by Reference to
Registrant's Registration Statement on Form 8-K, filed
with the Commission on March 25, 1999.)
(10.7) Harleysville National Corporation 1998 Stock Incentive
Plan. (Incorporated by Reference to Registrant's
Registration Statement No. 333-79971 on Form S-8 filed with the
Commission on June 4, 1999)
(10.8) Harleysville National Corporation 1998 Independent Directors
Stock Option Plan. (Incorporated by Reference to Registrant's
Registration Statement No. 333-79973 on Form S-8 filed
with the Commission on June 4, 1999)
(11) Computation of Earnings per Common Share. The information for
this Exhibit is incorporated by reference to page 4 of
this Form 10-Q.
(27) Financial Data Schedule.
PAGE 24
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