-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CXRHJ1n0Mn/20MnN0JgtNAa/Tmuf1tiLi5+1QaWRwm9bZs7OrCvullBVA5PqUbts xvm96hBytg9Cf2S9VD/a5Q== 0000914317-03-003316.txt : 20031106 0000914317-03-003316.hdr.sgml : 20031106 20031106161239 ACCESSION NUMBER: 0000914317-03-003316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031103 ITEM INFORMATION: FILED AS OF DATE: 20031106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEAPACK GLADSTONE FINANCIAL CORP CENTRAL INDEX KEY: 0001050743 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 223537895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16197 FILM NUMBER: 03982513 BUSINESS ADDRESS: STREET 1: 158 ROUTE 206 NORTH CITY: GLADSTONE STATE: NJ ZIP: 07934 BUSINESS PHONE: 9082340700 MAIL ADDRESS: STREET 1: 158 ROUTE 206 NORTH CITY: GLADSTONE STATE: NJ ZIP: 07934 8-K 1 form8k-peapack_55385.txt ================================================================================ 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 November 3, 2003 Date of Report (Date of earliest event reported) PEAPACK-GLADSTONE FINANCIAL CORPORATION (Exact name of Registrant as Specified in its Charter) New Jersey (State or Other Jurisdiction of Incorporation) 001-16197 22-3537895 (Commission File Number) (IRS Employer Identification No.) 158 Route 206, Peapack-Gladstone, New Jersey 07934 (Address of principal executive offices) (908) 234-0700 (Registrant's telephone number, including area code) ================================================================================ Item 12. Results of Operations and Financial Condition. On November 3, 2003, Peapack-Gladstone Financial Corporation (the "Corporation") issued a press release reporting earnings and other financial results for its third quarter of 2003, which ended September 30, 2003. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. In addition to the financial results determined in accordance with generally accepted accounting principles ("GAAP"), the press release also contains an efficiency ratio, which is a non-GAAP disclosure. The Corporation believes the efficiency ratio effectively measures a company's ability to control its expenses in relation to increases and decreases in income components. The Corporation calculates the efficiency ratio by dividing total other expense by the total of net interest income and total other income excluding security gains and losses. The formula used is a common formula for banks, which allows for comparison to other banks. The formula may not be the same as that used by other companies. The information disclosed under this Item 12, including Exhibit 99.1, shall be considered "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934, as amended. 2 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. PEAPACK-GLADSTONE FINANCIAL CORPORATION Dated: November 6, 2003 By: /s/ Arthur F. Birmingham ------------------------------- Arthur F. Birmingham Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Title ----------- ----- 99.1 Press Release dated November 3, 2003. 4 EX-99.1 3 exhibit99-1.txt Contact: Arthur F. Birmingham Peapack-Gladstone Financial Corporation T: 908-719-4308 PEAPACK-GLADSTONE FINANCIAL CORPORATION REPORTS THIRD QUARTER RESULTS GLADSTONE, N.J.--(BUSINESS WIRE)--November 3, 2003 - Peapack-Gladstone Financial Corporation (AMEX:PGC) reported net income of $2.9 million for the quarter ended September 30, 2003, as compared to $3.1 million in the quarter ended September 30, 2002, a decline of $179 thousand or 5.8 percent. Net income per diluted share was $0.38 for the third quarter of 2003 compared to $0.40 for the third quarter of 2002, a decline of 5.0 percent. All per share data have been restated for the 10.0 percent stock dividend declared September 30, 2003. Annualized return on average assets ("ROA") was 1.21 percent and annualized return on average equity ("ROE") was 14.08 percent for the third quarter of 2003. Net income was $9.4 million for the nine months ended September 30, 2003; an increase of 2.7 percent over the $9.2 million reported for the nine months ended September 30, 2002. The per diluted share earnings were $1.24 for the nine months ended September 30, 2003, as compared to $1.22 for the year to date September 30, 2002, an increase of 1.6 percent. Annualized return on average assets was 1.38 percent and annualized return on average equity was 15.63 percent for the first nine months of 2003. Frank A. Kissel, Chairman and CEO, stated, "High levels of prepayments on mortgage-backed securities and mortgages and an increase in rate modifications on mortgage and commercial loans resulted in lower interest income in the third quarter of 2003. However, prepayment and modification activity is slowing and our loan pipeline is strong. We anticipate that our loan balances will increase as will our interest income in future periods. Average deposits continued to grow this quarter, rising 14.9 percent over last year and the market value of trust assets under management by PGB Trust and Investments grew to $1.3 billion, an increase of 18.3 percent over the levels at September 30, 2002. We remain committed to building strong customer relationships through our loan, deposit and trust and investment products." EARNINGS Net Interest Income Third quarter 2003 net interest income was $7.3 million, with a net interest margin of 3.32 percent as compared to third quarter 2002 net interest income of $8.2 million with a net interest margin of 4.33 percent. The decline in net interest income during the third quarter of 2003 was primarily a result of declining interest rates on loans and investments due to refinancing and reinvestment activity. Deposit and borrowing rates declined as well, but at a slower pace than the rates on loans and investments. While earning assets increased to $896.4 million on average, or 19.7 percent, from the third quarter of 2002, the yield on interest earnings assets declined 151 basis points to 4.52 percent in the third quarter of 2003 from 6.03 percent in the third quarter of 2002. The growth in earnings assets during the third quarter of 2003 was primarily in the investment securities portfolio. Average investment securities rose $173.8 million or 56.1 percent, offset in part by lower average loans, which declined $22.4 million on average. This decline in average loan balances was primarily due to residential mortgage pay-offs, which resulted from the historically low interest rate environment. Total average deposits for the third quarter of 2003 grew $105.2 million or 14.9 percent to $810.3 million from $705.1 million for the third quarter of 2002. Total average borrowings increased from $11.8 million in the third quarter of 2002 to $53.3 million in the third quarter this year. The Corporation has positioned some of its borrowings to try to take advantage of the low long-term interest rate environment that presently exists. This strategy of extending the maturities of borrowings and matching with lower yielding fixed rate loans is intended to reduce interest rate risk if interest rates begin to rise. The cost of funds fell to 1.19 percent in the third quarter of 2003 as compared to 1.69 percent in the third quarter of 2002. Other Income Other income before gains on securities sales and trust fee income was $825 thousand for the third quarter of 2003 as compared to $821 thousand for the third quarter of 2002. For the quarter ended September 30, 2003, the Corporation recorded net gains on securities sold of $400 thousand as compared to net losses of $7 thousand for the third quarter of 2002. Trust fee income generated by PGB Trust and Investments rose $186 thousand or 15.9 percent to $1.4 million for the quarter ended September 30, 2003 as compared to $1.2 million for the same period in 2002. Other Expense Other expenses totaled $5.6 million for the third quarter of 2003, an increase of $200 thousand or 3.7 percent over the $5.4 million reported for the same quarter of 2002. This increase is due to higher salaries and benefits and premises and equipment costs partially offset by lower professional fee and advertising expenses. Higher salaries and benefits expenses can be attributed to additions to the professional staff, including several business development officers, upward salary adjustments to attract and retain highly qualified employees and higher health insurance and pension costs. Higher premises and equipment costs relate to a new branch location and a new operations center that are under construction. The efficiency ratio was 58.64 percent for the quarter ended September 30, 2003 as compared to 52.90 percent for the same period in 2002. The Corporation calculates the efficiency by dividing total other expense by the total of net interest income and total other income excluding security gains and losses. The formula used is a common formula for banks, which allows for comparison to other banks. The formula may not be the same as that used by other companies. ASSET QUALITY Non-performing loans totaled $228 thousand or 0.06 percent of total loans at September 30, 2003 as compared to $279 thousand or 0.06 percent at September 30, 2002. The allowance for loan losses was $5.3 million or 1.30 percent of total loans at September 30, 2003 as compared to $4.6 million or 1.07 percent of total loans at September 30, 2002. Net recoveries were $2 thousand for the third quarter of 2003 as compared to net charge-offs of $25 thousand during the third quarter of 2002. CAPITAL Shareholders' equity totaled $82.7 million at September 30, 2003, an increase of $7.9 million or 10.5 percent over the $74.8 million reported at September 30, 2002. The Corporation's leverage ratio, tier 1 and total risk based capital ratios at September 30, 2003 were 8.74 percent, 20.62 percent and 21.99 percent, respectively. Peapack-Gladstone Financial Corporation, headquartered in Peapack-Gladstone, New Jersey, and listed on the American Stock Exchange under the symbol "PGC", is the holding company for the Peapack-Gladstone Bank. Peapack-Gladstone Bank, a community bank, was established in 1921, and has 17 branches in Somerset, Hunterdon and Morris Counties. Its Trust Division, PGB Trust and Investments, with $1.3 billion in assets at market value under management at September 30, 2003, operates at the Bank's main office located at 190 Main Street in Gladstone, New Jersey. To learn more about Peapack-Gladstone Financial Corporation and its services please visit our web site at www.pgbank.com or call 908-234-0700. - -------------- The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's view of future interest income and net loans, management's confidence and strategies and management's expectations about new and existing programs and products, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as "expect", "look", "believe", "anticipate", "may", "will", or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, unexpected decline in the direction of the economy in New Jersey, an unexpected decline or no increase in interest rates, continued unexpected loan prepayment volume and a decline in levels of loan quality and origination volume. Peapack-Gladstone assumes no obligation for updating any such forward-looking statements at any time. (Tables to Follow) PEAPACK-GLADSTONE FINANCIAL CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA UNAUDITED (Dollars in Thousands, Except Per Share Amounts)
At or For The At or For The Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 ----------------------- ----------------------- Income Statement Data: Interest income $ 9,947 $ 11,255 $ 30,979 $ 33,119 Interest expense 2,598 3,059 7,948 9,063 Net interest income 7,349 8,196 23,031 24,056 Provision for loan losses 150 199 450 599 Net interest income after provision for loan losses 7,199 7,997 22,581 23,457 Other income 825 821 2,501 2,443 Securities Gains 400 (7) 1,227 19 Trust Fees 1,358 1,172 4,422 3,577 Other expense 5,590 5,390 16,821 15,857 Income before income taxes 4,192 4,593 13,910 13,639 Income tax expense 1,308 1,530 4,483 4,460 Net income $ 2,884 $ 3,063 $ 9,427 $ 9,179 Balance Sheet Data: Total assets $ 953,936 $ 816,570 Federal funds sold 1,951 2,689 Short-term investments 503 523 Securities held to maturity 106,972 129,460 Securities available for sale 381,756 203,117 Loans 406,424 430,139 Allowance for Loan Losses 5,277 4,594 Deposits 815,430 707,429 Borrowings 47,934 23,500 Shareholders' equity 82,691 74,815 Trust Department Assets (book value, not included above) 1,081,159 $ 943,612 Average Balance Sheet Data: Total Assets $ 952,922 $ 798,098 $ 909,298 $ 761,865 Earning Assets 901,474 754,727 859,017 717,893 Loans, net 404,735 427,896 399,131 422,370 Interest-Bearing Deposits 664,889 591,328 653,794 564,643 Demand Deposits 145,377 113,622 136,494 113,216 Borrowings 53,255 11,816 30,831 8,478 Shareholders' equity 81,955 72,395 80,414 67,941 Performance Ratios: Return on average assets 1.21% 1.54% 1.38% 1.61% Return on average equity 14.08 16.92 15.63 18.01 Efficiency Ratio 58.64% 52.90% 56.16% 52.72% Net Interest Margin (Taxable Equivalent Basis) 3.32% 4.33% 3.65% 4.49%
At or For The At or For The Three Months Ended Three Months Ended September 30, September 30, 2003 2002 2003 2002 ----------------------- ----------------------- Asset Quality: Loans past due over 90 days and still accruing $ 65 $ 94 Non-accrual loans 163 185 Net recoveries/(charge-offs) 2 (25) 29 (28) Allowance for loan losses to total loans 1.30% 1.07% Per Share Data: (1) Earnings per share (Basic) $ 0.39 $ 0.42 $ 1.28 $ 1.25 Earnings per share (Diluted) 0.38 0.40 1.24 1.22 Book Value per share 11.20 10.16 Capital Adequacy: Tier I Leverage 8.74% 9.13% Tier I Capital to Risk-Weighted Assets 20.62 19.60 Tier I & Tier II Capital to Risk-Weighted Assets 21.99 20.90
(1) Restated for the 2 for 1 stock split declared September 12, 2002 and the 10% stock dividend declared September 12, 2003. -----END PRIVACY-ENHANCED MESSAGE-----