10-K 1 form10k-67489_stewardship.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 ( ) 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 0-21855 Stewardship Financial Corporation ------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-3351447 --------------------------------- ------------------------- (State of other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 630 Godwin Avenue, Midland Park, NJ 07432 ---------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 444-7100 Securities registered pursuant to Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, no par value ------------------------------------------------------------------------ (Title of class) Indicate by check mark whether the Registrant: (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities and 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 ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ( ) No (X) The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2004 was $62,016,884. As of March 11, 2005 3,376,845 shares of the registrant's common stock were outstanding. For the fiscal year ended December 31, 2004, the registrant had total revenues of $23,878,000. DOCUMENTS INCORPORATED BY REFERENCE Item 6 Selected Financial Data Registrant's Annual Report to Shareholders under the caption "Consolidated Financial Summary of Selected Financial Data." Item 7 Management's Discussion Registrant's Annual Report to Shareholders and Analysis of Financial under the caption "Management's Discussion Condition and Results and Analysis of Financial Condition and of Operations Results of Operations." Item 7A Quantitative and Qualitative Registrant's Annual Report to Shareholders Disclosures About Market under the caption "Management's Discussion Risk and Analysis of Financial Condition and Results of Operations - Market Risk". Item 8 Financial Statements and Registrant's Annual Report to Shareholders Supplementary Data under the caption "Consolidated Statements Financial Condition." Item 10 Directors and Executive Proxy Statement for 2005 Annual Meeting Officers of the Company; of Shareholders under the caption, "Section Compliance with Section 16(a) Beneficial Ownership Reporting 16(a) of the Exchange Act Compliance," to be filed no later than April 30, 2005. Item 11 Executive Compensation Proxy Statement for 2005 Annual Meeting of Shareholders under the captions, "Compensation of Executive Officers" and "Annual Management Compensation and All Other Compensation," to be filed no later than April 30, 2005. Item 12 Security Ownership of Proxy Statement for 2005 Annual Meeting Certain Beneficial Owners of Shareholders under the caption, "Stock and Management Ownership of Management and Principal Shareholders," to be filed no later than April 30, 2005. Item 13 Certain Relationships and Proxy Statement for 2005 Annual Meeting Related Transactions of Shareholders under the caption, "Certain Relationships and Related Transactions," to be filed no later than April 30, 2005. Item 14 Principal Accountant Proxy Statement for 2005 Annual Meeting Fees and Services of Shareholders under the Caption, "Fees Billed by KPMG During Fiscal 2004 and Fiscal 2003," to be filed no later than April 30, 2005.
2 Part I Item 1 - Business General Stewardship Financial Corporation (the "Corporation" or "Registrant") is a one-bank holding company incorporated under the laws of the State of New Jersey in January 1995 to serve as a holding company for Atlantic Stewardship Bank (the "Bank"). The Corporation was organized at the direction of the Board of Directors of the Bank for the purpose of acquiring all of the capital stock of the Bank (the "Acquisition"). Pursuant to the New Jersey Banking Act of 1948, as amended (the "New Jersey Banking Act"), and pursuant to approval of the shareholders of the Bank, the Corporation acquired the Bank and became its holding company on November 22, 1996. As part of the Acquisition, shareholders of the Bank received one share of common stock, no par value ("Common Stock") of the Corporation for each outstanding share of the common stock of the Bank. The only significant activity of the Corporation is ownership and supervision of the Bank. The Bank is a commercial bank formed under the laws of the State of New Jersey on April 26, 1984. The Bank operates from its main office at 630 Godwin Avenue, Midland Park, New Jersey, leased space at 666 Godwin Avenue, Midland Park, New Jersey, and its eight branches located at 386 Lafayette Avenue, Hawthorne, New Jersey, 1111 Goffle Road, Hawthorne, New Jersey, 190 Franklin Avenue, Ridgewood, New Jersey, 30 Franklin Turnpike, Waldwick, New Jersey, 87 Berdan Avenue, Wayne, New Jersey, 400 Hamburg Turnpike, Wayne New Jersey, 311 Valley Road, Wayne, New Jersey and 249 Newark Pompton Turnpike, Pequannock, New Jersey. The Bank operates ATM machines at all of its branches except its Lafayette Avenue, Hawthorne branch and operates an offsite branch in the Christian Health Care Center, Wyckoff, New Jersey. The Corporation is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the "FRB"). The Bank's deposits are insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC") up to applicable limits. The operations of the Corporation and the Bank are subject to the supervision and regulation of the FRB, FDIC and the New Jersey Department of Banking and Insurance (the "Department"). The principal executive offices of the Corporation are located at 630 Godwin Avenue, Midland Park, New Jersey 07432, and the telephone number is (201) 444-7100. Stewardship Investment Corp. is a wholly-owned non-bank subsidiary of the Bank, whose primary business is to own and manage the Bank's investment portfolio. In addition to the Bank, in 2003, the Corporation formed a second subsidiary, Stewardship Statutory Trust I for the purpose of issuing trust preferred securities. Business of the Corporation The Corporation's primary business is the ownership and supervision of the Bank. The Corporation, through the Bank, conducts a traditional commercial banking business, and offers services including personal and business checking accounts and time deposits, money market accounts and regular savings accounts. The Corporation structures its specific services and charges in a manner designed to attract the business of the small and medium sized business and professional community as well as that of individuals residing, working and shopping in Bergen, Morris and Passaic County, New Jersey. The Corporation engages in a wide range of lending activities and offers commercial, consumer, mortgage, home equity and personal loans. In addition, in forming the Bank, the members of the Board of Directors envisioned a community-based institution which would serve the local communities surrounding its branches, while also providing a return to its shareholders. This vision has been reflected in the Bank's tithing policy, under which the Bank tithes 10% of its pre-tax profits to worthy Christian organizations and civic organizations in the communities where the Bank maintains branches. Service Area The Corporation's service area primarily consists of the Bergen, Passaic and Morris County, New Jersey market, although the Corporation makes loans throughout New Jersey. The Corporation operates its main office in Midland Park, New Jersey and eight existing branch offices in Hawthorne, Ridgewood, Waldwick, Wayne and Pequannock, New Jersey. Competition The Corporation competes for deposits and loans with commercial banks, thrifts and other financial institutions, many of which have greater financial resources than the Corporation. Many large financial institutions in New York City and other parts of New Jersey compete for the business of New Jersey residents and companies located in the Corporation's service area. Certain of these institutions have significantly higher lending limits than the Corporation and provide services to their customers that the Corporation does not offer. Management believes the Corporation is able to compete on a substantially equal basis with its competitors because it provides responsive personalized services through management's knowledge and awareness of the Corporation's service area, customers and business. 3 Employees At December 31, 2004, the Corporation employed 94 full-time employees and 35 part-time employees. None of these employees is covered by a collective bargaining agreement and the Corporation believes that its employee relations are good. Supervision and Regulation Bank holding companies and banks are extensively regulated under both federal and state law. These laws and regulations are intended to protect depositors, not stockholders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions and is not intended to be an exhaustive description of the statutes or regulations applicable to the Corporation's business. Any change in the applicable law or regulation may have a material effect on the business and prospects of the Corporation and the Bank. Regulation of the Corporation BANK HOLDING COMPANY ACT. As a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHCA"), the Corporation is subject to the regulation and supervision of the FRB. The Corporation is required to file with the FRB annual reports and other information showing that its business operations and those of its subsidiaries are limited to banking, managing or controlling banks, furnishing services to or performing services for its subsidiaries or engaging in any other activity which the FRB determines to be so closely related to banking or managing or controlling banks as to be properly incident thereto. The BHCA requires, among other things, the prior approval of the FRB in any case where a bank holding company proposes to (i) acquire all or substantially all of the assets of any other bank, (ii) acquire direct or indirect ownership or control of more than 5% of the outstanding voting stock of any bank (unless it owns a majority of such bank's voting shares), or (iii) merge or consolidate with any other bank holding company. The FRB will not approve any merger, acquisition, or consolidation that would have a substantially anti-competitive effect, unless the anti-competitive impact of the proposed transaction is clearly outweighed by a greater public interest in meeting the convenience and needs of the community to be served. The FRB also considers capital adequacy and other financial and managerial resources and future prospects of the companies and the banks concerned, together with the convenience and needs of the community to be served. Additionally, the BHCA prohibits a bank holding company, with certain limited exceptions, from (i) acquiring or retaining direct or indirect ownership or control of more than 5% of the outstanding voting stock of any company which is not a bank or bank holding company, or (ii) engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or performing services for its subsidiaries; unless such non-banking business is determined by the FRB to be so closely related to banking or managing or controlling banks as to be properly incident thereto. In making such determinations, the FRB is required to weigh the expected benefits to the public, such as greater convenience, increased competition or gains in efficiency, against the possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest, or unsound banking practices. There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by law and regulatory policy that are designed to minimize potential loss to the depositors of such depository institutions and the FDIC insurance funds in the event the depository institution becomes in danger of default. Under a policy of the FRB with respect to bank holding company operations, a bank holding company is required to commit resources to support such institutions in circumstances where it might not do so absent such policy. The FRB also has the authority under the BHCA to require a bank holding company to terminate any activity or to relinquish control of a non-bank subsidiary upon the FRB's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company. CAPITAL ADEQUACY GUIDELINES FOR BANK HOLDING COMPANIES. The FRB has adopted risk-based capital guidelines for bank holding companies. The risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets. Under these guidelines, assets and off-balance sheet items are assigned to broad risk categories each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items. The risk-based guidelines apply on a consolidated basis to bank holding companies with consolidated assets of $150 million or more. The minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) is 8%. At least 4% of the total capital is required to be "Tier I" capital, consisting of common stockholders' equity and certain preferred stock, less certain goodwill items and other intangible assets. The remainder, "Tier II Capital," may consist of (a) the allowance for loan losses of up to 1.25% of risk-weighted assets, (b) excess of qualifying preferred stock, (c) hybrid capital instruments, (d) debt, (e) mandatory convertible securities, and (f) qualifying subordinated debt. 4 Total capital is the sum of Tier I and Tier II capital less reciprocal holdings of other banking organizations' capital instruments, investments in unconsolidated subsidiaries and any other deductions as determined by the FRB (determined on a case-by-case basis or as a matter of policy after formal rule-making). Bank holding company assets are given risk-weights of 0%, 20%, 50%, and 100%. In addition, certain off-balance sheet items are given similar credit conversion factors to convert them to asset equivalent amounts to which an appropriate risk-weight will apply. These computations result in the total risk-weighted assets. Most loans are assigned to the 100% risk category, except for performing first mortgage loans fully secured by residential property which carry a 50% risk-weighting. Most investment securities (including, primarily, general obligation claims of states or other political subdivisions of the United States) are assigned to the 20% category, except for municipal or state revenue bonds, which have a 50% risk-weight, and direct obligations of the U.S. treasury or obligations backed by the full faith and credit of the U.S. Government, which have a 0% risk-weight. In converting off-balance sheet items, direct credit substitutes including general guarantees and standby letters of credit backing nonfinancial obligations, and undrawn commitments (including commercial credit lines with an initial maturity of more than one year) have a 50% risk-weighting. Short term commercial letters of credit have a 20% risk-weighting and certain short-term unconditionally cancelable commitments have a 0% risk-weighting. In addition to the risk-based capital guidelines, the FRB has adopted a minimum Tier I capital (leverage) ratio, under which a bank holding company must maintain a minimum level of Tier I capital to average total consolidated assets of at least 3% in the case of a bank holding company that has the highest regulatory examination rating and is not contemplating significant growth or expansion. All other bank holding companies are expected to maintain a leverage ratio of at least 100 to 200 basis points above the stated minimum. FINANCIAL SERVICES MODERNIZATION LEGISLATION. On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 ("FSMA"). The passage of the FSMA removes the barriers to affiliations among financial service companies by repealing restrictions imposed under the Glass-Steagall Act of 1933 on banks affiliating with securities firms and by creating a new financial holding company ("FHC") under the BHCA. A company may form an FHC if all of its insured depository institution subsidiaries are considered well-capitalized and well-managed, and hold a satisfactory rating under the Community Reinvestment Act of 1977, as amended ("CRA"). An FHC can engage in a prescribed list of financial services, including insurance and securities underwriting and agency activities, merchant banking, insurance company portfolio investment activities and "complementary" financial activities. To insure consistency in the treatment of banks and other financial institutions, FSMA reorganizes regulatory authority of federal agencies over securities and investment activities. In the area of insurance, FSMA designates the insurance products that banks and subsidiaries may provide, prohibits national banks from underwriting or selling title insurance if they did not actively conduct those activities before FSMA and permits national banks to sell title insurance in states where state banks are specifically authorized to do so. FSMA requires Federal banking agencies to prescribe consumer protection regulations for insurance sales by banks. FSMA preempts state laws that interfere with affiliations between banks and insurance companies. It also initiates a process for creating a uniformity in licensing of insurance agents on a national level. FSMA also reinforces the barrier separating banking from general commerce by preventing organizations from applying to the Office of Thrift Supervision to form a unitary holding company after May 4, 1999. All existing unitaries can continue to operate, regardless of current ownership but these unitaries can only be sold to financial companies. In addition to enabling banks and their holding companies to conduct a wide range of financial activities, the FSMA also contained a number of privacy requirements with which banks and other financial institutions must comply. Under the FSMA, all financial institutions must adopt a privacy policy and make its policy known to those who became new customers and provide annual disclosure of its policy to all of its customers. The Bank had to provide initial privacy notices to all existing customers by July 1, 2001. Prior to disclosing a consumers' nonpublic personal information (not covered by an exception) with nonaffiliated third parties, financial institutions must provide a reasonable means and opportunity to opt out of having information shared. The exceptions include disclosures of nonpublic personal information: (i) made in connection with certain processing and servicing transactions; (ii) with the consent, or at the direction, of a customer or consumer; (iii) to protect against potential fraud or unauthorized transactions; (iv) to respond to judicial process; and (v) to provide the information to an employee of the institution who happens also to be an employee of a nonaffiliated third party. The FSMA also required the issuance of regulations establishing standards governing the administrative, technical and physical safeguards of customer information. By July 1, 2001, all financial institutions had to have an information security program. Institutions are required to identify and assess the risks that may threaten customer information, develop a written plan containing policies and procedures to manage and control these risks, implement and test the plan, and adjust the plan on a continuing basis to account for changes in technology, sensitivity of customer information, and internal or external threats to information security. 5 Additional proposals to change the regulations and laws governing the banking and financial services industry are frequently introduced in the state legislatures, before various banking regulatory agencies, and in Congress. The likelihood and timing of any such changes and the impact of such changes might have on the Corporation cannot be determined at this time. Regulation of the Bank As a New Jersey-chartered commercial bank, the Bank is subject to the regulation, supervision, and control of the Department. As a FDIC-insured institution, the Bank is subject to regulation, supervision and control by the FDIC, an agency of the federal government. The regulations of the FDIC and the Department impact virtually all activities of the Bank, including the minimum level of capital the Bank must maintain, the ability of the Bank to pay dividends, the ability of the Bank to expand through new branches or acquisitions, and various other matters. INSURANCE OF DEPOSITS. The Bank's deposits are insured up to a maximum of $100,000 per depositor under the BIF. The FDIC has established a risk-based assessment system for all insured depository institutions. Under this system, the FDIC has established an insurance premium assessment system based upon: (i) the probability that the insurance fund will incur a loss with respect to the institution; (ii) the likely amount of the loss; and (iii) the revenue needs of the insurance fund. In compliance with this mandate, FDIC has developed a matrix that sets the assessment premium for a particular institution in accordance with its capital level and overall rating by the primary regulatory. Under the matrix as currently in effect, the assessment rate ranges from 0 to 27 basis points of assessed deposits. DIVIDEND RIGHTS. Under the New Jersey Banking Act, a Bank may declare and pay dividends only if, after payment of the dividend, the capital stock of the Bank will be unimpaired and either the Bank will have a surplus of not less than 50% of its capital stock or the payment of the dividend will not reduce the Bank's surplus. BIF PREMIUMS AND THE RECAPITALIZATION OF SAIF. The Bank is a member of the Bank Insurance Fund ("BIF") of the FDIC. The FDIC also maintains another insurance fund, the Savings Association Insurance Fund ("SAIF"), which primarily covers savings and loan association deposits but also covers deposits that are acquired by a BIF-insured institution from a savings and loan association ("OAKAR"). On September 30, 1996, the Deposit Insurance Funds Act of 1996 (the "Deposit Act") became law. The primary purpose of the Deposit Act was to recapitalize the SAIF by charging all SAIF member institutions a one-time special assessment. The Deposit Act was designed to lead to an equalization of the deposit insurance assessments between BIF and SAIF insured institutions, and to separate out from insurance assessments payments required for debt service and principal repayment on bonds issued by the Federal Finance Corporation ("FICO") in the mid-1980s to fund a portion of the thrift bailout. Under the Deposit Act, the FDIC charged assessments for SAIF and BIF deposits in a 5 to 1 ratio to pay FICO bonds until January 1, 2000, at which time the assessment became equal. During 2004 a FICO rate of approximately 1.47 basis points was charged on BIF and SAIF deposits. INTERSTATE BANKING. On September 29, 1994, the Riegle-Neal Interstate Banking and Branching Efficiency Act (the "Interstate Act") was enacted. The Interstate Act generally enhances the ability of bank holding companies to conduct their banking business across state borders. The Interstate Act has two main provisions. The first provision generally provides that commencing on September 29, 1995, bank holding companies may acquire banks located in any state regardless of the provisions of state law. These acquisitions are subject to certain restrictions, including caps on the total percentage of deposits that a bank holding company may control both nationally and in any single state. New Jersey law currently allows interstate acquisitions by bank holding companies whose home state has "reciprocal" legislation which would allow acquisitions by New Jersey based holding companies. The second major provision of the Interstate Act permitted, beginning on June 1, 1997, banks located in different states to merge and continue to operate as a single institution in more than one state. States could have, by legislation passed before June 1, 1997, opted out of the interstate bank merger provisions of the Interstate Act. In addition, states could have elected to opt in and allow interstate bank mergers prior to June 1, 1997. A final provision of the Interstate Act permits banks located in one state to establish new branches in another state without obtaining a separate bank charter in that state, but only if the state in which the branch is located has adopted legislation specifically allowing interstate de novo branching. In April 1996, the New Jersey legislature passed legislation which would permit interstate bank mergers prior to June 1, 1997, provided that the home state of the institution acquiring the New Jersey institution permits interstate mergers prior to June 1, 1997. In addition, the legislation permits an out-of-state institution to acquire an existing branch of a New Jersey-based institution, and thereby conduct business in New Jersey. The legislation is likely to enhance competition in the New Jersey marketplace as bank holding companies located outside of New Jersey become increasingly able to acquire institutions located within the State of New Jersey. 6 Item 2. Properties The Corporation conducts its business through its main office located at 630 Godwin Avenue, Midland Park, New Jersey, a mortgage lending office located at 666 Godwin Avenue, Midland Park, New Jersey, and its eight branch offices. The property located in Montville, New Jersey has been leased for a future branch location, pending regulatory and local zoning approval. A lease entered into in 2003 for a property in Oakland was canceled in 2004 without penalty due the failure to get zoning approval. The following table sets forth certain information regarding the Corporation's properties as of December 31, 2004. Leased Date of Lease Location or Owned Expiration -------- -------- ---------- 630 Godwin Avenue Owned -- Midland Park, NJ 386 Lafayette Avenue Owned -- Hawthorne, NJ 190 Franklin Avenue Leased 09/30/07 Ridgewood, NJ 30 Franklin Turnpike Leased 02/28/07 Waldwick, NJ 87 Berdan Avenue Leased 06/30/09 Wayne, NJ 311 Valley Road Leased 11/30/08 Wayne, NJ 249 Newark Pompton Turnpike Owned -- Pequannock, NJ 1111 Goffle Road Leased 05/31/06 Hawthorne, NJ 666 Godwin Avenue Leased 10/31/08 Midland Park, NJ 3 Changebridge Road Leased 03/31/15 Montville, New Jersey 400 Hamburg Turnpike Leased 04/30/14 Wayne, New Jersey Item 3 - Legal Proceedings The Corporation and the Bank are periodically parties to or otherwise involved in legal proceedings arising in the normal course of business, such as claims to enforce liens, claims involving the making and servicing of real property loans, and other issues incident to the Bank's business. Management does not believe that there is any pending or threatened proceeding against the Corporation or the Bank which, if determined adversely, would have a material effect on the business or financial position of the Corporation or the Bank. Item 4 - Submission of Matters to a Vote of Security Holders No matters were submitted for a vote of the Registrant's shareholders during the fourth quarter of fiscal 2004. 7 Part II Item 5 - Market for the Registrant's Common Equity and Related Stockholder Matters The Company's Common Stock began trading on the OTC Bulletin Board under the symbol "SSFN". As of December 31, 2004, there were 900 shareholders of record of the Common Stock. The following table sets forth the quarterly high and low bid prices of the Common Stock as reported on the OTC Bulletin Board for the quarterly periods presented. The prices below reflect inter-dealer prices, without retail markup, markdown or commissions, and may not represent actual transactions. The stock prices and cash dividends set forth below also reflect adjustments related to 5% stock dividends paid in November, 2004 and 2003 and a 3 for 2 stock split that occurred in July 2003. Bid ------------------- Cash High Low Dividend ---- --- -------- Year Ended December 31, 2004 Fourth quarter $23.09 $20.35 $0.08 Third quarter 22.90 22.09 0.08 Second quarter 23.10 21.19 0.07 First quarter 23.81 20.52 0.07 Year Ended December 31, 2003 Fourth quarter $25.23 $19.95 $0.07 Third quarter 20.85 14.96 0.06 Second quarter 17.53 11.19 0.06 First quarter 11.48 10.94 0.06 The Corporation may pay dividends as declared from time to time by the Corporation's Board of Directors out of funds legally available therefore, subject to certain restrictions. Since dividends from the Bank will be the Corporation's main source of income, any restriction on the Bank's ability to pay dividends will act as a restriction on the Corporation's ability to pay dividends. Under the New Jersey Banking Act, the Bank may not pay a cash dividend unless, following the payment of such dividend, the capital stock of the Bank will be unimpaired and (i) the Bank will have a surplus of no less than 50% of its capital stock or (ii) the payment of such dividend will not reduce the surplus of the Bank. In addition, the Bank cannot pay dividends if doing so would reduce its capital below the regulatory imposed minimums. During fiscal 2004, the Corporation paid quarterly cash dividends totaling $0.30 per share for an annual dividend payout ratio of 26.5%. During fiscal 2003, the Corporation paid quarterly cash dividends totaling $0.25 per share for an annual dividend payout ratio of 23.4%. Item 6 - Selected Financial Data The information required by this item is incorporated by reference from page A-1 of the Registrant's Annual Report to Shareholders under the caption "Consolidated Financial Summary of Selected Financial Data." Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations The information required by this item is incorporated by reference from page A-2 of the Registrant's Annual Report to Shareholders under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations." Item 7A - Quantitative and Qualitative Disclosures About Market Risk The information required by this item is incorporated by reference from page A-14 of the Registrant's Annual Report to Shareholders under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk." 8 Item 8 - Financial Statements and Supplementary Data The information required by this item is incorporated by reference from page A-19 of the Registrant's Annual Report to Shareholders under the caption "Consolidated Statements of Financial Condition" Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A - Controls and Procedures (a) Evaluation of disclosure controls and procedures. Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Part III Item 10 - Directors and Executive Officers of the Registrant Information concerning directors and executive officers will be included in the definitive Proxy Statement for the Corporation's 2005 Annual Meeting of Shareholders under the caption "Proposal I- Election of Directors and information concerning compliance with Section 16(a) of the Exchange Act will be included under the caption "Compliance with Section 16(a) Beneficial Ownership Reporting Compliance," each of which is incorporated herein by reference. It is expected that such Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2005. Code of Ethics The Corporation has adopted a Code of Ethical Conduct for Senior Financial Managers that applies to its principal executive officer, principal financial officer, principal accounting officer, controller and any other person performing similar functions. The Corporation's Code of Ethical Conduct for Senior Financial Managers is posted on its website, www.asbnow.com. The Corporation intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of its Code of Ethical Conduct for Senior Financial Managers by filing an 8-K. Audit Committee and Audit Committee Financial Expert The members of our audit committee as of December 31, 2004 were John Murphy (Chairman), Harold Dyer, John L. Steen and Robert Turner. The Board of Directors determined that John J. Murphy was an "audit committee financial expert" as defined by the Securities and Exchange Commission. On January 20, 2005, John J. Murphy resigned as a director of Stewardship Financial Corporation. On February 15, 2005 a new audit committee was formed with members Harold Dyer (Chairman), John Steen, and Abe Van Wingerden. All members of our audit committee are "independent" for the purposes of Rule 4200(a)(15) of the NASD's listing standards. As of this date, the Board of Directors has determined that no audit committee member currently qualifies as an "audit committee financial expert" as defined by the Securities and Exchange Commission. Although none of the audit committee members qualifies as an "audit committee financial expert" the Board has determined that each member is fully qualified to oversee the accounting and financial reporting processes of the Corporation and its subsidiaries and the audits of the financial statements of the Corporation. It is anticipated that with the search for a new board member ongoing, a board member who qualifies as an "audit committee financial expert" will be appointed to the audit committee as soon as practicable. 9 Item 11 - Executive Compensation Information concerning executive compensation will be included in the definitive Proxy Statement for the Corporation's 2005 Annual Meeting of Shareholders under the captions "Executive Compensation and All Other Compensation," which is incorporated herein by reference. It is expected that such Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2005. Item 12 - Security Ownership of Certain Beneficial Owners and Management The following table provides information with respect to the equity securities that are authorized for issuance under our compensation plans as of December 31, 2004: Equity Compensation Plan Information
Number of securities remaining available for future issuance Number of securities under equity to be issued upon compensation plans exercise of Weighted-average exercise (excluding outstanding options, price of outstanding options, securities reflected warrants and rights (a) warrants and rights (b) in column (a)) (c) ----------------------- ----------------------------- -------------------- Equity compensation plans approved by security holders 100,757 9.58 231,672 Equity compensation plans not approved by security holders 0 0.00 399,145 Total 100,757 9.58 630,817
The equity compensation plans not approved by security holders are the Stock Bonus Plan and the Directors Stock Plan. The Stock Bonus Plan is intended to provide incentives which will retain highly competent key management employees of the Corporation by providing them with a bonus in the form of shares of the common stock of the Corporation. The Corporation has not granted shares under this plan since 1998. The Director Stock Plan permits members of the Board of Directors to receive any monthly Board of Directors' fees in shares of the Corporation's common stock, rather than in cash. The Corporation issued 1,613 shares during 2004. Information concerning security ownership of certain beneficial owners and management will be included in the definitive Proxy Statement for the Corporation's 2005 Annual Meeting of Shareholders under the caption "Stock Ownership of Management and Principal Shareholders," which is incorporated herein by reference. It is expected that such Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2005. Item 13 - Certain Relationships and Related Transactions Information concerning certain relationships and related transactions will be included in the definitive Proxy Statement for the Corporation's 2005 Annual Meeting of Shareholders under the caption "Interest of Management and Others in Certain Transactions," which is incorporated herein by reference. It is expected that such Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2005. Item 14 - Principal Accountant Fees and Services Information concerning principal accountant fees and services will be included in the definitive Proxy Statement for the corporation's 2005 Annual Meeting of Shareholders under the caption "Fees Billed by KPMG During Fiscal 2004 and Fiscal 2003," which is incorporated herein by reference. It is expected that such Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2005. 10 Part IV Item 15 - Exhibits, Financial Statement Schedules (a) Exhibits Exhibit Number Description of Exhibits ------ ----------------------- 3(i) Certificate of Incorporation of the Corporation (1) 3(ii) Bylaws of the Corporation (1) 10(i) 1995 Incentive Stock Option Plan (1) 10(ii) 1995 Stock Option Plan for Non-Employee Directors (1) 10(iii) 1995 Employee Stock Purchase Plan (2) 10(iv) Stock Bonus Plan (2) 10(v) Stewardship Financial Corporation Dividend Reinvestment Plan (3) 10(vi) Stewardship Financial Corporation Director Stock Plan (4) 10(vii) Amended and Restated 1995 Stock Option Plan (5) 10(viii) Amended and Restated Director Stock Plan (5) 10(ix) Dividend Reinvestment Plan (6) 13 Annual Report to Shareholders for the year ended December 31, 2004 21 Subsidiaries of the Registrant 23 Consent of KPMG LLP 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Vice President, Accounting pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Vice President, Accounting pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ---------- (1) Incorporated by reference from Exhibits 5(B)(3)(i), 5(B)(3)(ii), 5(B)(3)(iii), 5(B)(10)(a), 5(B)(10)(b), 5(B)(21) from the Corporation's Registration Statement on Form 8-B, Registration No. 0-21855, filed December 10, 1996. (2) Incorporated by reference from Exhibits 4(c) to 23(d) from the Corporation's Registration Statement on Form S-8, Registration No. 333-20793, filed January 31, 1997. (3) Incorporated by reference from Exhibit 4(a) from the Corporation's Registration Statement on Form S-3, Registration No. 333-20699, filed January 30, 1997. (4) Incorporated by reference from Exhibit 4(a) from the Corporation's Registration Statement on Form S-8, Registration No. 333-31245, filed July 11, 1997. (5) Incorporated by reference from Exhibits 10(vii) and 10(viii) from the Corporation's Annual Report on Form 10-KSB, filed March 31, 1999. (6) Incorporated by reference from Exhibit 4(a) from the Corporation's Registration Statement on Form S-3, Registration No. 333-54738, filed January 31, 2001. 11 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. STEWARDSHIP FINANCIAL CORPORATION By: /s/ Paul Van Ostenbridge ------------------------------------------ Paul Van Ostenbridge Chief Executive Officer Dated: March 15, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ Paul Van Ostenbridge Chief Executive Officer March 15, 2005 -------------------------- (Principal Executive Officer) Paul Van Ostenbridge /s/ Julie E. Holland Vice President, Accounting March 15, 2005 -------------------------- (Principal Financial Julie E. Holland Officer and Principal Accounting Officer) /s/ Harold Dyer Director March 15, 2005 -------------------------- Harold Dyer /s/ William Hanse Director March 15, 2005 -------------------------- William Hanse /s/ Margo Lane Director March 15, 2005 -------------------------- Margo Lane /s/ Arie Leegwater Chairman of the Board March 15, 2005 -------------------------- Arie Leegwater /s/ John L. Steen Vice Chairman of the March 15, 2005 -------------------------- Board John L. Steen /s/ Robert Turner Secretary and Director March 15, 2005 -------------------------- Robert Turner /s/ William J. VanderEems Director March 15, 2005 -------------------------- William J. VanderEems /s/ Abe Van Wingerden Director March 15, 2005 -------------------------- Abe Van Wingerden
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