Exhibit 99.1 Susquehanna Bancshares, Inc. Announces First Quarter Results LITITZ, Pa.--(BUSINESS WIRE)--April 26, 2005--Susquehanna Bancshares, Inc., (Susquehanna) (Nasdaq:SUSQ) today announced net income for the first quarter of 2005 was $15.4 million, or $0.33 per diluted share, compared to the $15.9 million, or $0.40 per diluted share, for the first quarter of 2004. First Quarter Financial Highlights: -- Total deposits grew 17%, rising to $5.1 billion from $4.3 billion in the first quarter of 2004 - excluding Patriot Bank Corp., which was acquired on June 10, 2004, this increase was 3%. -- Demand deposits increased 21% to $870 million from $719 million in the first quarter of 2004 - excluding Patriot this increase was 11%. -- Net loans and leases grew 18%, rising to $5.0 billion from $4.2 billion in the first quarter of 2004 - excluding Patriot and a first quarter auto lease securitization, this increase was 11%. -- Commercial loans increased 29% to $803 million in the first quarter of 2005 - excluding Patriot this increase was 19%. -- Real estate construction loans increased 41% to $784 million in the first quarter of 2005 - excluding Patriot this increase was 11%. -- Total assets grew 20%, rising to $7.3 billion from $6.0 billion in the first quarter of 2004 - excluding Patriot and a first quarter auto lease securitization, this increase was 7%. -- Credit quality remains strong, highlighted by improvement in the nonperforming assets to total loans, leases and OREO ratio to 0.42% at March 31, 2005, from 0.46% at March 31, 2004. -- Net interest margin increased 14 basis points to 3.71% compared to 3.57% in the first quarter of 2004. -- Total assets under management and under administration were $5.2 billion at March 31, 2005, up from $4.5 billion at March 31, 2004, representing 15% growth. -- Wealth management fee income increased 26% to $7.1 million from $5.6 million in the first quarter of 2004. Commission income from property and casualty insurance sales increased 36% to $3.3 million from $2.4 million for the same period. -- Due to a significant reduction in origination volumes at Susquehanna's auto lease subsidiary, vehicle fee income declined $2.0 million. This reduction in volume was due to special financing offers provided by the major car manufacturers. Linked Quarter Highlights (First Quarter 2005 vs. Fourth Quarter 2004) -- Commercial loans increased 6% to $803 million compared to $760 million in the fourth quarter of 2004. -- Real estate construction loans increased 6% to $784 million compared to $742 million in the fourth quarter of 2004. -- Net interest margin improved 4 basis points to 3.71% from 3.67% in the fourth quarter of 2004. -- Demand deposits grew 2% to $870 million from $853 million in the fourth quarter of 2004. Return on average assets and average equity for the first quarter of 2005 finished at 0.83% and 8.35%, respectively. This compared to the first quarter of 2004 with 1.08% and 11.64%, for the same measurements, respectively. Equity capital was $746 million at March 31, 2005, or $16.00 per share, compared to $560 million at March 31, 2004, or $14.04 per share. We are maintaining our 2005 fully diluted EPS guidance range of $1.70 to $1.80. Further discussion of guidance will take place on the conference call scheduled for April 27, 2005, at 11 a.m. Eastern time. Additional Activity: -- On March 30, 2005, individual bank subsidiaries of Susquehanna completed a private placement of $329,420,000 aggregate principal amount of asset backed notes to an institutional purchaser. The notes were issued by a special purpose trust formed for purposes of the transaction, bear a weighted average coupon rate of 4.32% per annum and are secured by beneficial interests in portfolios of motor vehicle leases and the related vehicles held by the individual bank subsidiaries. -- On January 21, Susquehanna consolidated and branded its subsidiary banks First Susquehanna Bank and Trust and WNB Bank into its Susquehanna Bank PA subsidiary. The Pennsylvania state-chartered bank has $2.3 billion in combined assets and operates 58 banking offices in central Pennsylvania. Susquehanna Bank PA operates under the market name Susquehanna Bank. -- On April 15, Susquehanna merged and branded its subsidiary banks Citizens Bank of Southern Pennsylvania, Farmers & Merchants Bank and Trust, First American Bank of Pennsylvania, and Susquehanna Bank. The consolidated bank is called Susquehanna Bank. The Maryland state-chartered bank has $2.8 billion in combined assets and operates 58 banking offices in Maryland, south central and western Pennsylvania, and eastern West Virginia. -- On February 1, Susquehanna Bancshares, Inc. announced its acquisition of Brandywine Benefits Corporation and Rockford Pensions, LLC (collectively "Brandywine"), Wilmington, Del., a financial planning, consulting and administration firm specializing in retirement benefit plans for small- to medium-sized businesses. Susquehanna merged Brandywine into Valley Forge Asset Management Enterprises, LLC; a wholly-owned subsidiary of Susquehanna's wealth management affiliate Valley Forge Asset Management, King of Prussia, Pa. Brandywine serves over 250 customers in the mid-Atlantic states and generates approximately $1.55 million in annual revenues. -- On March 18, Susquehanna Patriot Bank signed a lease for approximately 25,000-square feet of space in a soon-to-be-built, four-story building in Camden, N.J. Susquehanna Patriot Bank will relocate its headquarters from Marlton, N.J., to Camden in early 2006, making it the first financial institution headquartered in Camden in over two decades. "While we are challenged by the results of our auto leasing business, we are very much encouraged by the results attained in our other business lines," said William J. Reuter, Chairman, President and Chief Executive Officer. "Our banking business, now operating under a common brand, is growing deposits and loans without sacrificing credit quality and our net interest margin continues to improve. Non-interest income, too, remains strong with both our wealth management and insurance business lines experiencing double-digit fee income increases in the first quarter." Susquehanna will broadcast its first quarter results conference call over the Internet on April 27, 2005 at 11 a.m. Eastern time. The conference call will include management's discussion of first quarter results as well as an update on strategic initiatives and auto leasing performance, and may include forward-looking information such as matters affecting earnings and other financial metrics guidance. Investors will have the opportunity to listen to the conference call through a live broadcast on Susquehanna's Web site, located at www.susquehanna.net. To listen to the live call, please go to the Investor Relations section of Susquehanna's Web site at least fifteen minutes prior to the broadcast to download and install any necessary audio software. For those who are unable listen to the live broadcast, an archive will be available shortly after the call concludes. Susquehanna is a financial services holding company, operating in multiple states, with assets of $7.3 billion. It provides financial services through its subsidiaries at 170 locations in the mid-Atlantic region. In addition to its current three commercial banks, Susquehanna operates a trust and investment company, an asset management company, a property and casualty insurance brokerage company, a commercial leasing company and a vehicle leasing company. Investor information may be requested on Susquehanna's Web site at www.susquehanna.net. This press release contains certain financial information determined by methods other than in accordance with GAAP. Susquehanna's management uses these non-GAAP measures in its analysis of the Company's performance. These non-GAAP financial measures require management to make judgments about the exclusion of certain items, and if different judgments were made, the amounts reported would be different. These measures typically exclude the effects of intangibles and related amortization and include the tax benefit associated with revenue items that are tax-exempt. Disclosures regarding these non-GAAP financial measures are included in the accompanying financial information. The presentation of these non-GAAP financial measures is intended to supplement investors' understanding of Susquehanna's core business activities. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. This press release contains "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995 that are based on Susquehanna's current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties. Accordingly, actual results may differ materially. Susquehanna undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Susquehanna Bancshares, Inc. P.O. Box 1000 Lititz, PA 17543 SUMMARY FINANCIAL INFORMATION (Dollars in thousands, except per share data) 1Q05 1Q04 ----------- ----------- Balance Sheet (EOP) Investments $1,233,718 $1,061,462 Loans and leases 4,990,889 4,229,609 Allowance for loan & lease losses (ALLL) 53,127 42,946 Total assets 7,253,296 6,049,768 Deposits 5,106,065 4,345,898 Short-term borrowings 398,521 275,388 FHLB borrowings 625,393 492,794 Long-term debt 173,196 130,000 Shareholders' equity 746,089 559,596 Stated Book Value per Share 16.00 14.04 Tangible Book Value per Share 10.52 12.45 Average Balance Sheet Investments 1,245,288 964,447 Loans and leases 5,267,378 4,257,328 Total earning assets 6,569,960 5,312,386 Total assets 7,486,675 5,918,908 Deposits 5,157,399 4,231,984 Short-term borrowings 394,445 287,270 FHLB borrowings 807,935 546,791 Long-term debt 190,457 130,000 Shareholders' equity 748,140 550,526 Income Statement Net interest income 59,412 46,681 Loan & lease loss provision 2,750 1,700 Noninterest income 27,970 27,074 Noninterest expense 62,080 49,303 Income before taxes 22,552 22,752 Income taxes 7,149 6,826 Net income 15,403 15,926 Basic earnings per share 0.33 0.40 Diluted earnings per share 0.33 0.40 Cash dividends paid per share 0.23 0.22 Asset Quality Net charge-offs (NCO) $3,716 $1,426 Nonaccrual loans & leases 19,085 17,749 OREO 1,949 1,657 Total nonperforming assets (NPA) 21,034 19,406 Loans & leases 90 days past due 10,018 6,696 RATIO ANALYSIS 1Q05 1Q04 ----------- ----------- Credit Quality NCO / Average loans & leases 0.29% 0.13% NPA / Loans & leases & OREO 0.42% 0.46% ALLL / Nonperforming loans & leases 278.37% 241.96% ALLL / Total loans & leases 1.06% 1.02% Capital Adequacy Equity / Assets 10.29% 9.25% Long-term debt / Equity 23.21% 23.23% Profitability Return on average assets 0.83% 1.08% Return on average equity 8.35% 11.64% Return on average tangible equity (1) 12.85% 13.24% Net interest margin 3.71% 3.57% Efficiency ratio 70.47% 66.39% Efficiency ratio excluding Hann (1) 61.28% 64.64% (1) Supplemental Reporting of Non-GAAP Financial Measures Susquehanna has presented a return on average tangible equity, which is a non-GAAP financial measure and is most directly comparable to the GAAP measurement of return on average equity. For purposes of computing return on average tangible equity, we have excluded the balance of intangible assets and their related amortization expense from our calculation of return on average tangible equity to allow us to review the core operating results of our company. This is consistent with the treatment by bank regulatory agencies which excludes goodwill and other intangible assets from the calculation of risk-based capital ratios. A reconciliation of return on average tangible equity to return on average equity is set forth below. Return on average equity (GAAP basis) 8.35% 11.64% Effect of excluding average intangible assets and related amortization 4.50% 1.60% Return on average tangible equity 12.85% 13.24% Susquehanna has presented an efficiency ratio excluding Hann, which is a non-GAAP financial measure and is most directly comparable to the GAAP presentation of efficiency ratio. We measure our efficiency ratio by dividing noninterest expenses by the sum of net interest income, on a FTE basis, and noninterest income. The presentation of an efficiency ratio excluding Hann is computed as the efficiency ratio excluding the effects of our auto leasing subsidiary, Hann Financial. Management believes this to be a preferred measurement because it excludes the volatility of full- term ratios, securitization gains, and residual values of Hann and provides more focused visibility into our core business activities. A reconciliation of efficiency ratio excluding Hann to efficiency ratio is set forth below. Efficiency ratio (GAAP basis) 70.47% 66.39% Effect of excluding Hann 9.19% 1.75% Efficiency ratio excluding Hann 61.28% 64.64% CONSOLIDATED BALANCE SHEETS March 31, Dec. 31, March 31, 2005 2004 2004 ----------- ----------- ----------- (in thousands, except share data) Assets Cash and due from banks $173,427 $160,574 $137,500 Short-term investments: Restricted 27,045 27,190 26,777 Unrestricted 32,166 31,544 122,721 ----------- ----------- ----------- Total short-term investments 59,211 58,734 149,498 ----------- ----------- ----------- Securities available for sale 1,227,119 1,240,945 1,056,929 Securities held to maturity (fair values approximate $6,599, $4,469, and $4,533) 6,599 4,469 4,533 Loans and leases, net of unearned income 4,990,889 5,253,008 4,229,609 Less: Allowance for loan and lease losses 53,127 54,093 42,946 ----------- ----------- ----------- Net loans and leases 4,937,762 5,198,915 4,186,663 ----------- ----------- ----------- Premises and equipment, net 87,729 83,606 63,605 Foreclosed assets 1,949 1,340 1,657 Accrued income receivable 22,799 21,661 17,235 Bank-owned life insurance 251,907 249,691 208,092 Goodwill 242,533 240,632 59,123 Intangible assets with finite lives 12,922 11,960 4,215 Investment in and receivables from unconsolidated entities 112,205 68,384 57,585 Other assets 117,134 134,162 103,133 ----------- ----------- ----------- $7,253,296 $7,475,073 $6,049,768 =========== =========== =========== Liabilities and Shareholders' Equity Deposits: Demand $870,302 $853,411 $718,621 Interest-bearing demand 1,680,066 1,765,077 1,453,987 Savings 565,449 559,530 518,813 Time 1,350,168 1,367,282 1,255,054 Time of $100 or more 640,080 585,382 399,423 ----------- ----------- ----------- Total deposits 5,106,065 5,130,682 4,345,898 Short-term borrowings 398,521 420,868 275,388 FHLB borrowings 625,393 751,220 492,794 Long-term debt 150,000 200,000 130,000 Junior subordinated debentures 23,196 23,277 0 Accrued interest, taxes, and expenses payable 52,483 41,255 41,226 Deferred taxes 105,925 114,050 109,737 Other liabilities 45,624 42,027 95,129 ----------- ----------- ----------- Total liabilities 6,507,207 6,723,379 5,490,172 ----------- ----------- ----------- Shareholders' equity: Common stock, $2.00 par value, 100,000,000 shares authorized; Issued: 46,623,122 at March 31, 2005; 46,592,930 at December 31, 2004; and 39,868,108 at March 31, 2004 93,246 93,186 79,736 Additional paid-in capital 226,863 226,384 66,365 Retained earnings 439,844 435,159 410,606 Accumulated other comprehensive income (loss), net of taxes of ($7,465), ($1,634), and $1,614 (13,864) (3,035) 2,889 ----------- ----------- ----------- Total shareholders' equity 746,089 751,694 559,596 ----------- ----------- ----------- $7,253,296 $7,475,073 $6,049,768 =========== =========== =========== CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, - ---------------------------------------------- ----------------------- (Dollars in thousands, except per share data) 2005 2004 - ---------------------------------------------- ----------- ----------- Interest Income: Loans and leases, including fees $79,855 $61,134 Securities: Taxable 10,630 7,713 Tax-exempt 481 260 Dividends 632 283 Short-term investments 304 197 ----------- ----------- Total interest income 91,902 69,587 ----------- ----------- Interest Expense: Deposits: Interest-bearing demand 5,442 2,655 Savings 603 386 Time 14,153 11,815 Short-term borrowings 1,917 590 FHLB borrowings 7,496 5,120 Long-term debt 2,879 2,340 ----------- ----------- Total interest expense 32,490 22,906 ----------- ----------- Net interest income 59,412 46,681 Provision for loan and lease losses 2,750 1,700 ----------- ----------- Net interest income, after provision for loan and lease losses 56,662 44,981 ----------- ----------- Noninterest Income: Service charges on deposit accounts 4,963 4,882 Vehicle origination, servicing, and securitization fees 3,202 5,193 Asset management fees 4,384 3,258 Income from fiduciary-related activities 1,481 1,468 Commissions on brokerage, life insurance and annuity sales 1,218 916 Commissions on property and casualty insurance sales 3,296 2,420 Income from bank-owned life insurance 2,272 2,012 Net gain on sale of loans and leases 3,698 3,671 Net gain on securities 121 563 Other 3,335 2,691 ----------- ----------- Total noninterest income 27,970 27,074 ----------- ----------- Noninterest Expenses: Salaries and employee benefits 29,282 24,107 Occupancy 5,039 3,786 Furniture and equipment 2,348 2,094 Amortization of intangible assets 364 157 Vehicle residual value 2,804 1,211 Vehicle delivery and preparation 3,436 3,018 Other 18,807 14,930 ----------- ----------- Total noninterest expenses 62,080 49,303 ----------- ----------- Income before income taxes 22,552 22,752 Provision for income taxes 7,149 6,826 ----------- ----------- Net Income $15,403 $15,926 =========== =========== Earnings per share: Basic $0.33 $0.40 Diluted $0.33 $0.40 Cash dividends $0.23 $0.22 Average shares outstanding: Basic 46,609 39,866 Diluted 46,825 40,182 DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY Interest rates and interest differential-taxable equivalent basis - ---------------------------------------------------------------------- For the Three Month Period For the Three Month Period Ended Ended March 31, 2005 March 31, 2004 - ------------------------------------------- -------------------------- (Dollars in Average Rate Average Rate thousands) Balance Interest (%) Balance Interest (%) - ------------------------------------------- -------------------------- Assets Short-term investments $57,294 $304 2.15 $90,611 $197 0.87 Investment securities: Taxable 1,203,399 11,262 3.80 943,815 7,996 3.41 Tax- advantaged 41,889 740 7.16 20,632 400 7.80 - ---------------------------- -------- ----------- -------- Total investment securities 1,245,288 12,002 3.91 964,447 8,396 3.50 - ---------------------------- -------- ----------- -------- Loans and leases, (net): Taxable 5,182,080 79,008 6.18 4,189,597 60,441 5.80 Tax- advantaged 85,298 1,303 6.20 67,731 1,066 6.33 - ---------------------------- -------- ----------- -------- Total loans and leases 5,267,378 80,311 6.18 4,257,328 61,507 5.81 - ---------------------------- -------- ----------- -------- Total interest- earning assets 6,569,960 $92,617 5.72 5,312,386 $70,100 5.31 -------- -------- Allowance for loan and lease losses (53,841) (43,339) Other non- earning assets 970,556 649,861 - ---------------------------- ----------- Total assets $7,486,675 $5,918,908 - ---------------------------- ----------- Liabilities Deposits: Interest- bearing demand $1,738,757 $5,442 1.27 $1,364,918 $2,655 0.78 Savings 562,487 603 0.43 513,237 386 0.30 Time 1,986,594 14,155 2.89 1,651,567 11,815 2.88 Short-term borrowings 394,445 1,916 1.97 287,270 590 0.83 FHLB borrowings 807,935 7,495 3.76 546,791 5,120 3.77 Long-term debt 190,457 2,879 6.13 130,000 2,340 7.24 - ---------------------------- -------- ----------- -------- Total interest- bearing liabilities 5,680,675 $32,490 2.32 4,493,783 $22,906 2.05 -------- -------- Demand deposits 869,561 702,262 Other liabilities 188,299 172,337 - ---------------------------- ----------- Total liabilities 6,738,535 5,368,382 - ---------------------------- ----------- Equity 748,140 550,526 - ---------------------------- ----------- Total liabilities & shareholders' equity $7,486,675 $5,918,908 - ---------------------------- ----------- Net interest income / yield on average earning assets $60,127 3.71 $47,194 3.57 1. Average loan balances include non accrual loans. 2. Tax-exempt income has been adjusted to a tax- equivalent basis using a marginal tax rate of 35%. 3. For presentation in this table, average balances and the corresponding average rates for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts. LOANS AND LEASES Loans and leases, net of unearned income were as follows: March 31, December 31, March 31, 2005 2004 2004 ----------- ----------- ----------- (in thousands) Commercial, financial, and agricultural $802,525 $760,106 $622,587 Real estate - construction 784,320 741,660 557,526 Real estate secured - residential 1,602,225 1,611,999 1,302,497 Real estate secured - commercial 1,249,933 1,252,753 1,008,297 Consumer 338,922 351,846 337,276 Leases 212,964 534,644 401,426 ----------- ----------- ----------- Total loans and leases $4,990,889 $5,253,008 $4,229,609 =========== =========== =========== CONTACT: Susquehanna Bancshares, Inc. Abram G. Koser, 717-625-6305 ir@susquehanna.net