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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 23, 1998
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Date of Report (Date of Earliest event reported)
U.S.B. Holding Co., Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12811
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(Commission File Number)
36-3197969
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(IRS Employer Identification No.)
100 Dutch Hill Road
Orangeburg, New York 10962
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(Address of principal executive offices)
(914) 365-4600
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Registrant's telephone number, including area code
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Item 5. Other Events
On October 23, 1998, U.S.B. Holding Co., Inc. issued a press release
reporting earnings for its third quarter ended September 30, 1998. The press
release is attached hereto as Exhibit 99 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed herewith.
Exhibit No. Description of Exhibit
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99 Text of press release, dated October 23,
1998, issued by U.S.B. Holding Co., Inc.
2
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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 hereunto duly authorized.
U.S.B. HOLDING CO., INC.
By:/s/ Thomas E. Hales
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Name: Thomas E. Hales
Title:President and
Chief Executive Officer
Date: October 26, 1998
3
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Steven T. Sabatini
Senior Executive V.P. &
Chief Financial Officer
(914) 365-4615
U.S.B. HOLDING CO., INC., PARENT OF
UNION STATE BANK AND TARRYTOWNS BANK, FSB,
REPORTS THIRD QUARTER 1998 EARNINGS
Orangeburg, NY, October 23, 1998 - Thomas E. Hales, Chairman of the Board of
U.S.B. Holding Co., Inc. (the "Company") with consolidated assets of $1.236
billion, the parent company of Union State Bank (the "Bank"), and Tarrytowns
Bank, FSB ("Tarrytowns") today announced the Company's earnings for the third
quarter of 1998. Before non-recurring expenses after tax related to the
acquisition of Tappan Zee Financial, Inc. ("merger related expenses"), the
Company earned $3.2 million for the three months ended September 30, 1998
compared to $2.9 million for the comparable period in 1997, an increase of
8.5%. Excluding merger related expenses, diluted earnings per share were
$0.21 per share compared to $0.19 per share in the previous period, an
increase of 10.5%. For the nine months ended September 30, 1998, net income
before merger related expenses was $11.7 million compared to $8.3 million in
the same period of 1997, an increase of 41.6%. Diluted earnings per share
before the effect of merger related expenses were $0.78 per share for the
nine month period ended September 30, 1998 compared to $0.55 per share in the
prior year period, an increase of 41.8%.
The nine month 1998 period also includes a reduction of tax expense,
net of associated expenses, of approximately $1.9 million resulting from tax
free liquidating distributions of earnings from the Bank's Real Estate
Investment Trust Subsidiary, U.S.B. Realty Corp. Excluding this tax benefit
and merger related expenses ($3.2 million after tax for both the three and
nine months ended September 30, 1998), net income for the nine months ended
September 30, 1998 was $9.8 million, or $0.65 per diluted share, 18.5% or
18.2% higher than the comparable 1997 period, respectively.
Net income after merger related expenses was $10,000 for the three month
period ended September 30, 1998. For the nine months ended September 30,
1998, net income after merger related expenses and the tax benefit related to
U.S.B. Realty Corp. was $8.5 million, an increase of 3.2% over the prior
year. The related diluted earnings per share were $0.57 per share compared
to $0.55 per share in the prior year, an increase of 3.6%.
Income and merger related expenses before income taxes, for the three
month period ended September 30, 1998 increased to $4.9 million from $4.2
million in the prior year period, a 16.6% increase. For the nine months
ended September 30, 1998, income and merger related expenses before income
taxes increased to $14.4 million compared to $12.0 million in the prior
year, an increase of 19.4%. These increases reflect higher net interest
income as a result of increases in earning assets offset by a decline in the
net interest spread, higher non-interest income and security
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gains (for the nine month period), and a lower provision for loan losses as a
result of improvement in the credit quality of the loan portfolio compared to
the prior year, offset by lower security gains (for the three month period)
and an increase in non-interest expense to support increased volume, and
professional fees incurred in connection with the liquidation of U.S.B.
Realty Corp.
The results of operations reflect the acquisition of Tappan Zee
Financial, Inc., and its wholly-owned subsidiary, Tarrytowns Bank, FSB, which
was completed on August 31, 1998. Operating results for all periods have
been presented on a combined basis in accordance with the pooling-of-
interests accounting method. Summarized financial data for the Company is
attached.
Hales commented that, "The continuing increase in core earnings in 1998
on an operating basis validates the Company's strategy of growth in the
Rockland and Westchester Counties marketplace. The acquisition of Tappan Zee
Financial, Inc. further complements the Company's growth and commitment to
this market."
Hales also commented that, "Including the Bennett Funding Group
("Bennett") loans, the Company's non-performing assets were approximately
one-half percent of total assets at September 30, 1998, compared to 0.80% at
December 31, 1997." As a result of a favorable ruling by the Bankruptcy
Court with jurisdiction over Bennett in the second quarter of 1998, the Bank
collected an initial payment of $1.3 million of the $3.3 million in loans to
Bennett. Additional collections are anticipated. The Bank does not yet know
the extent of losses that may be incurred on these loans, if any.
The Company's common stock is listed on the American Stock Exchange
trading under the symbol "UBH." The Company operates through its two banking
subsidiaries, Union State Bank, a commercial bank with twenty-two locations
in Rockland and Westchester Counties, and Tarrytowns Bank, FSB, a federally
chartered savings bank with two branches in Westchester County.
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<TABLE>
U.S.B. HOLDING CO., INC.
SELECTED FINANCIAL INFORMATION
(in thousands, except ratios and share data)
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Consolidated summary
of operations:
Interest income $ 67,401 $ 58,932 $ 23,035 $ 20,781
Interest expense 35,518 30,633 12,052 11,102
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Net interest income 31,883 28,299 10,983 9,679
Provision for loan losses 931 2,002 311 521
Non-interest income 2,964 2,881 1,129 923
Net security gains and
gain on sale of loans 1,091 803 31 276
Non-interest expense 20,650 17,956 6,930 6,153
Acquisition charge 4,190 -- 4,190 --
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Income before income taxes 10,167 12,025 712 4,204
Provision for income taxes 1,618 3,738 702 1,258
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Net income $ 8,549 $ 8,287 $ 10 $ 2,946
Consolidated share data: --------- --------- ------ ---------
--------- --------- ------ ---------
Basic earnings per share$ 0.61 $ 0.59 $ -- $ 0.21
Diluted earnings per
share $ 0.57 $ 0.55 $ -- $ 0.19
Weighted average shares 14,013,969 13,908,103 14,115,965 13,911,977
Adjusted weighted average
shares 15,106,735 14,979,206 15,125,336 15,124,817
Ratios:
Return on average assets 0.96% 1.06% --% 1.08%
Return on average common
stockholders' equity 12.78% 14.19% --% 14.69%
September 30, December 31, September 30,
1998 1997 1997
Consolidated balance sheet ------------ ----------- ------------
data at period end:
Securities available for sale,
at estimated fair value $ 373,409 $ 266,589 $ 257,506
Securities held to maturity 66,610 172,708 152,583
Loans, net of unearned income
and fees 695,760 621,992 604,221
Allowance for loan losses 9,002 8,260 7,977
Total assets 1,236,043 1,152,743 1,105,664
Deposits 965,352 902,788 901,339
Borrowings 140,711 133,803 93,500
Corporation - Obligated
mandatory redeemable capital
securities of subsidiary trust 20,000 20,000 20,000
Stockholders' equity 95,640 84,437 82,020
Tier 1 Capital $ 112,168 $ 102,934 $ 101,498
Book value per share
at period end $ 6.65 $ 5.99 $ 5.83
Common shares outstanding at
period end 14,392,513 14,085,191 7,032,224*
* Before two-for-one stock split in 1997.
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