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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
Date of Report (Date of earliest event reported) - April 21, 1999
United National Bancorp
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation)
000-16931 22-2894827
(Commission File Number) (IRS Employer Identification No.)
1130 Route 22 East, Bridgewater, New Jersey 08807
(Address of Principal Executive Offices)
908-429-2200
(Registrant's Telephone Number)
======================================================================
<PAGE>
Item 5. Other Events
On April 21, 1999, United National Bancorp ("UNB") issued a
press release reporting a net loss of $2,574,000 or $0.17 per diluted share for
the first quarter, 1999, compared to net income of $4,830,000 or $0.32 per
diluted share for the corresponding 1998 period. UNB reported that income in the
first quarter was reduced by one time charges, net of taxes, totaling $7,992,000
or $0.53 per diluted share. The one-time charges, net of taxes, include
$7,256,000 relating to the acquisition of Raritan Bancorp Inc. and $736,000
relating to the sale of certain non-performing assets.
Excluding one time charges, UNB reported operating earnings,
net of taxes, of $5,418,000 or $0.36 per diluted share, a 12.2% increase over
the corresponding 1998 period. Adjusted return on average assets and adjusted
return on average equity were 1.13% and 13.48%, respectively, excluding one time
charges, in the first quarter, 1999, compared to 1.09% and 13.29%, respectively,
for the same period in 1998.
UNB's total assets at March 31, 1999 were $1,961,000,000.
Loans, net of unearned income, totaled $1,078,000,000 and deposits were
$1,418,000,000 at March 31, 1999.
United National Bancorp, headquartered in Bridgewater, New
Jersey, is a $2 billion asset commercial bank holding company whose principal
subsidiary is United National Bank. United National Bank operates 35 offices
throughout Essex, Hunterdon, Middlesex, Morris, Somerset, Union and Warren
counties in New Jersey.
A copy of UNB's press release is attached to this Form 8-K as
an Exhibit.
<PAGE>
Item 7. Exhibits.
Exhibit 99 Press Release dated April 21, 1999.
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.
United National Bancorp
Dated: April 26, 1999 By: RALPH L. STRAW, JR.
-----------------------------
Ralph L. Straw, Jr. Esq.
Executive Vice President and
General Counsel & Cashier
UNITED NATIONAL BANK REPORTS 12% INCREASE IN
FIRST QUARTER OPERATING EARNINGS
Bridgewater, NJ - April 21, 1999 - United National Bankcorp (Nasdaq: UNBJ),
parent company of United National Bank, reported first quarter 1999 operating
earnings, net of taxes, of $5,418,000 or $0.36 per diluted share, excluding the
effects of one-time charges. On this basis, earnings increased 12.2% over last
year. The operating earnings growth was driven primarily by an increase in
non-interest income combined with a reduction in non-interest expense, excluding
one-time charges.
In the first quarter of 1999, United National recorded one-time charges, net of
taxes, totaling $7,992,000 or $0.53 per diluted share. The one-time charges
included $7,256,000 relating to the acquisition of Raritan Bancorp Inc. and
$736,000 relating to the sale of $4,465,000 of non-performing assets. Including
the one-time charges, United National recorded a net loss of $2,574,00 or $0.17
per diluted share for the quarter compared to net income to $4,830,000 or $0.32
per diluted share for the corresponding 1998 period.
During the quarter, United National completed its acquisition of Raritan Bancorp
Inc., a $418 million asset bank holding company, whose principal subsidiary was
Raritan Savings Bank. The acquisition was accounted for as a pooling of
interests.
Key performance ratios, before one-time charges, remained strong. On a
year-to-date basis, adjusted Return on Average Assets was 1.13% while adjusted
Return on Average Equity was 13.48% in the first quarter of 1999 compared to
1.09% and 13.29%, respectively, for the same period in 1998. Asset quality
continues to be strong as non-performing assets to total assets at March 31,
1999 improved to 0.32% from 0.48% at year-end 1998, while the allowance for loan
losses to non-performing loans increased to 179.97% from 129.75% at December 31,
1998.
Total assets at March 31 were $1,961,000,000, an increase of 6.8% compared to
the same period last year. Deposits were $1,418,000,000 at the end of the first
quarter. Loans, net of unearned income, were $1,078,000,000 at March 31, an
increase of 14.5% over a year earlier.
United National Bancorp, headquartered in Bridgewater, New Jersey, is a $2
billion asset commercial bank holding company whose principal subsidiary is
United National Bank. The Bank operates 35 offices throughout Essex, Hunterdon,
Middlesex, Morris, Somerset, Union and Warren counties in New Jersey. United
National provides a complete range of personal and business banking services as
well as an array of trust and investment services. United Commercial Capital
Group, a subsidiary of United National Bank, provides timely and innovative
financing solutions for real estate and commercial transactions that do not fall
within the boundaries of traditional bank financing. Visit United National on
the World Wide Web at www.united-national.com.
Contact: media, Donald Reinhard, 908-429-2370 or investors, Donald Malwitz,
908-429-2405, both of United National.
<PAGE>
United National Bancorp
Consolidated Balance Sheets
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------------
1999 1998
---- ----
<S> <C> <C>
ASSETS
Cash and Due From Banks $ 54,843 $ 56,726
Federal Funds Sold 22,000 39,050
Securities Available for Sale, at Market Value 664,607 624,908
Securities Held to Maturity 54,162 86,428
Trading Account Securities, at Market Value 1,195 1,331
Loans (Net of Unearned Income) 1,077,710 941,035
Less: Allowance for Possible Loan Losses 10,820 11,269
------- ------
Loans, Net 1,066,890 929,766
Mortgage Loans Held for Sale - -
Premises and Equipment, Net 29,038 29,223
Investment in Joint Venture 2,704 3,151
Other Real Estate, Net 150 1,578
Intangible Assets, Primarily Core Deposit Premiums 8,686 10,820
Other Assets 56,544 53,810
------ ------
TOTAL ASSETS $1,960,819 $1,836,791
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Demand Deposits $ 242,668 $ 214,767
Savings Deposits 570,935 557,735
Time Deposits 603,900 633,657
------- -------
Total Deposits 1,417,503 1,406,159
Short-Term Borrowings 161,323 84,934
Other Borrowings 188,237 154,762
Other Liabilities 24,634 21,751
------ ------
TOTAL LIABILITIES 1,791,697 1,667,606
--------- ---------
Series B Capital Securities 20,000 20,000
STOCKHOLDERS' EQUITY
Common Stock ($1.25 Par Value Per Share) 19,021 17,871
Additional Paid-in Capital 110,916 90,321
Retained Earnings 19,552 40,794
Treasury Stock (1,352) (5,471)
Restricted Stock (49) (283)
Unallocated Common Stock Acquired by Employee Stock Ownership Plan
(103)
Accumulated Other Comprehensive Income 1,034 6,056
----- -----
TOTAL STOCKHOLDERS' EQUITY 149,122 149,185
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,960,819 $1,836,791
========== ==========
</TABLE>
<PAGE>
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------------------------
1999 1998
---- ----
<S> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $ 21,712 $ 21,129
Interest and Dividends on Securities Available for Sale:
Taxable 8,565 8,932
Tax-Exempt 1,105 708
Interest on Securities Held to Maturity:
Taxable 498 1,023
Tax-Exempt 255 193
Dividends on Trading Account Securities 8 6
Interest on Federal Funds Sold and Deposits with Federal Home
Loan Bank 397 740
----------- -----------
TOTAL INTEREST INCOME 32,540 32,731
----------- -----------
INTEREST EXPENSE
Interest on Savings Deposits 2,789 3,012
Interest on Time Deposits 7,656 8,878
Interest on Short-Term Borrowings 1,719 933
Interest on Other Borrowings 2,558 2,148
----------- -----------
TOTAL INTEREST EXPENSE 14,721 14,971
=========== ===========
Net Interest Income 17,819 17,760
Provision for Possible Loan Losses 975 1,098
----------- -----------
Net Interest Income After Provision for Possible Loan Losses 16,844 16,662
----------- -----------
NON-INTEREST INCOME
Trust Income 1,566 1,437
Service Charges on Deposit Accounts 1,151 1,320
Other Service Charges, Commissions and Fees 1,475 1,613
Net Gains from Securities Transactions 675 156
Other Income 789 831
----------- -----------
TOTAL NON-INTEREST INCOME
5,656 5,357
=========== ===========
NON-INTEREST EXPENSE
Salaries, Wages and Employee Benefits 6,544 6,508
Occupancy Expense, Net 1,283 1,215
Furniture and Equipment Expense 1,078 1,028
Data Processing Expense 1,502 1,915
Distributions on Series B Capital Securities 501 501
Amortization of Intangible Assets 603 430
Net Cost to Operate Other Real Estate 26 63
Merger Related Charge & Loss on Sale of Assets 11,073 -
Other Expenses 3,450 3,642
----------- -----------
TOTAL NON-INTEREST EXPENSE 26,060 15,302
=========== ===========
(Loss) Income Before Provision for Income Taxes (3,560) 6,717
(Benefit) Provision for Income Taxes (986) 1,887
NET (LOSS) INCOME ($2,574) $4,830
=========== ===========
NET (LOSS) INCOME FOR COMMON SHARE:
Basic ($0.17) $0.33
----------- -----------
Diluted ($0.17) $0.32
----------- -----------
Weighted Average Shares Outstanding:
Basic 14,891 14,719
Diluted 15,206 15,155
</TABLE>
<PAGE>
Consolidated Financial Highlights
March 31, 1999
(Dollars in Thousands, Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------------
1999 1998
---- ----
<S> <C> <C>
Results of Operations:
Net Income ($2,574) $4,830
Net Income Before One Time Charges 5,418 4,830
Net Income per Common Share (1) Basic (0.17) 0.33
Diluted (0.17) 0.32
Net Income Before One Time Charges (1) Basic 0.36 0.33
Diluted 0.36 0.32
Adjusted Financial Ratios (2):
Return on Average Assets 1.13% 1.09%
Return on Average Stockholders' Equity 13.48% 13.29%
Financial Ratios:
Return on Average Assets -0.54% 1.09%
Return on Average Stockholders' Equity -6.41% 13.29%
Net Interest Margin(Taxable Equivalent Basis) 4.13% 4.39%
Net Interest Income (Taxable Equivalent Basis) $18,532 $18,237
Non-Interest Income 5,656 5,357
Non-Interest Expense 26,060 15,302
One Time Charges (Pre-Tax) 11,073 --
Distributions on Series 8 Capital Securities 501 501
Provision for Possible Loan Losses 975 1,098
Efficiency Ratio (3) 60.22% 62.38%
Dividends Declared per Common Share (1) $0.20 $0.14
Financial Condition:
AVERAGE:
Securities, net $ 704,336 $683,898
Total Loans 1,067,054 933,946
Earning Assets 1,795,221 1,663,192
Total Assets 1,940,686 1,797,252
Deposits 1,428,174 1,407,067
Total Stockholders' Equity 162,953 147,353
PERIOD END:
Securities, net $ 719,964 $ 712,667
Total Loans 1,077,710 941,035
Allowance for Possible Loan Losses 10,820 11,269
Total Assets 1,960,819 1,836,791
Deposits 1,417,503 1,406,159
Total Stockholders' Equity 149,122 149,185
Book Value Per Share (1) 9.87 9.91
Common Shares Outstanding (1) 15,113,672 15,059,331
ASSET QUALITY:
Impaired Loans $4,177 $8,866
Renegotiated Loans 38 50
Loans Past Due 90 Days but Still Accruing 1,797 1,176
Assets Acquired in Foreclosure 198 1,664
---------- ---------
Total Non-Performing Assets $6,210 $11,756
---------- ---------
Net Charge-Offs $536 $1,568
Reduction of Allowance for Loan Losses related to Loan Sale 793 --
Foreclosed Property Expense 26 63
Allowance for Loan Losses to Total Loans 1.00% 1.20%
Allowance for Loan Losses to Non-Performing Loans 179.97% 111.66%
Non-Performing Assets to Total Loans and
Assets Acquired in Foreclosure 0.58% 1.25%
CAPITAL ADEQUACY:
Tier I Leverage Ratio 8.36% 8.59%
Tier I Capital to Risk-Weighted Assets 12.63% 14.33%
Tier I & Tier II Capital to Risk-Weighted Assets 13.48% 15.35%
</TABLE>
(1) Adjusted for subsequent stock dividends and splits.
(2) Excluding merger related charge and loss on sale of assets in 1999.
(3) Distributions on Series B Capital Securities have been reclassified from
non-interest expense to interest expense for purposes of this calculation.
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