-----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, PLb2nSLfdXwmgcVYPQb7azqHhaEu5lXMbnUJVl9oY37tjjfk72PpCU2LQvuyXo1M XdLQ+gMbsGTaCMDAgAsxvQ== 0000914317-04-000506.txt : 20040204 0000914317-04-000506.hdr.sgml : 20040204 20040204134501 ACCESSION NUMBER: 0000914317-04-000506 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040202 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040204 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: 04565952 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_57055.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 February 2, 2004 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) ============================================================= INFORMATION TO BE INCLUDED IN THE REPORT Item 7. Financial Statements and Exhibits. (c) Exhibit. Exhibit No. Title ----------- ----- 99.1 Press Release dated February 2, 2004. The press release disclosed in this Item 7 as Exhibit 99.1 shall be considered "furnished" but not "filed" pursuant to Item 12 of Form 8-K for purposes of the Securities Exchange Act of 1934, as amended. Item 12. Results of Operations and Financial Condition. On February 2, 2004, Peapack-Gladstone Financial Corporation (the "Corporation") issued a press release reporting earnings and other financial results for its fourth quarter of 2003, which ended December 31, 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 the Corporation calculates by dividing total other expense by the total of net interest income and total other income excluding security gains and losses. 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 formula used is a common formula for banks, which allows for comparison to other banks, but 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: February 4, 2004 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 February 2, 2004. 4 EX-99.I 3 exhibit99-1.txt Contact: Arthur F. Birmingham Peapack-Gladstone Financial Corporation T: 908-719-4308 PEAPACK-GLADSTONE FINANCIAL CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR RESULTS CREDIT QUALITY REMAINS EXEMPLARY GLADSTONE, N.J.--(BUSINESS WIRE)--February 2, 2004 - Peapack-Gladstone Financial Corporation (AMEX:PGC) reported net income of $2.9 million for the quarter ended December 31, 2003, as compared to $2.7 million in the quarter ended December 31, 2002, an increase of $125 thousand or 4.5 percent. Net income per diluted share increased 5.6 percent to $0.38 for the fourth quarter of 2003 as compared to $0.36 for the fourth quarter of 2002. Annualized return on average assets ("ROA") was 1.21 percent and annualized return on average equity ("ROE") was 13.74 percent for the fourth quarter of 2003. For the twelve months ended December 31, 2003, net income was $12.3 million, an increase of 3.1 percent over the $11.9 million reported for the year ended December 31, 2002. The per diluted share earnings were $1.62 for the year ended December 31, 2003, as compared to $1.59 for the year ended December 31, 2002, an increase of 1.9 percent. For the year ended December 31, 2003, the Corporation achieved a return on average assets ("ROA") of 1.34 percent and a return on average equity ("ROE") of 15.14 percent. Frank A. Kissel, Chairman and CEO, stated, "The continuing low interest rate environment has challenged the banking industry this year and our net interest income has reflected these historically low levels of interest rates. We remain optimistic that by keeping to our business plan and managing interest rate risk, our interest income will continue to increase in future periods. Loan demand has improved and prepayments on mortgage-related earning assets slowed this quarter, as did rate modifications on mortgage and commercial loans." Mr. Kissel continued, "Deposit growth was strong again this quarter, rising 8.3 percent over last year's levels. The market value of trust assets under management by PGB Trust and Investments grew to $1.4 billion, an increase of 14.2 percent over the levels at December 31, 2002. In 2004, we anticipate continued growth in our loan, deposit and trust businesses with the addition of branches in Oldwick and Morristown." EARNINGS Net Interest Income Net interest income in the fourth quarter of 2003 was $8.1 million, an increase of $298 thousand or 3.8 percent over the fourth quarter of last year and an increase of $784 thousand or 10.7 percent over the third quarter of 2003. The fourth quarter net interest margin was 3.49 percent as compared to 3.97 percent for the same quarter last year and 3.32 percent in the third quarter of 2003. On average, earning assets in the fourth quarter of 2003 increased 13.5 percent to $896.6 million from $790.1 million in the fourth quarter of 2002. The yield on interest earnings assets declined 99 basis points to 4.56 percent in the fourth quarter of 2003 from 5.55 percent in the fourth quarter of 2002. The growth in earnings assets during the fourth quarter of 2003 was primarily in the investment securities portfolio. Average investment securities rose $118.1 million or 33.5 percent, offset in part by lower average loans, which declined $2.3 million on average and lower average federal funds sold, which declined $7.1 million. The decline in average loan balances this quarter was primarily due to loan pay-offs, which resulted from the historically low interest rate environment. Total average deposits for the fourth quarter of 2003 grew $62.3 million or 8.3 percent to $808.6 million from $746.4 million for the fourth quarter of 2002. Total average borrowings increased from $5.8 million in the fourth quarter of 2002 to $48.4 million in the fourth quarter 2003 as the Corporation extended the maturities of borrowings and matched them with lower yielding fixed rate loans to attempt to reduce interest rate risk if interest rates begin to rise. The cost of funds fell to 1.07 percent in the fourth quarter of 2003 as compared to 1.58 percent in the fourth quarter of 2002. For the year ended December 31, 2003, net interest income was $31.2 million, a decline of $728 thousand or 2.3 percent from last year's results. The net interest margin for the year was 3.47 percent as compared to 4.35 percent for last year. The average securities portfolio of the Corporation grew $152.3 million or 51.5 percent to $448.0 million for the year ended December 31, 2003 as compared to last year. Average loan balances declined during the same time period by $17.4 million to $407.3 million. The decline was primarily due to the high levels of prepayments on residential mortgages and pay-offs of installment loans. Consumers took advantage of the low interest rate environment by refinancing their mortgage loans and reducing installment debt. Average total earning assets for the year reached $868.5 million as compared to $736.1 million in 2002, an increase of $132.4 million or 18.0 percent. For the year ended December 31, 2003, average deposits were $794.9 million as compared to $695.1 million for the year ended December 31, 2002, an increase of $99.8 million or 14.4 percent. Average borrowings grew $27.4 million to $35.2 million. During 2003, the cost of funds fell to 1.24 percent from 1.71 percent a year ago. Other Income For the quarter ended December 31, 2003, total other income was $2.2 million as compared to $2.0 million for the quarter ended December 31, 2002, an increase of $206 thousand or 10.6 percent. Net gains on the sales of securities were $57 thousand in the fourth quarter of 2003 as compared to $34 thousand in the fourth quarter of 2002. PGB Trust and Investments generated trust fee income in the last quarter of 2003 of $1.3 million, an increase of $236 thousand or 21.4 percent, over the $1.1 million recorded for the quarter ended December 31, 2002. Total other income for the year ended December 31, 2003 was $10.3 million as compared to $8.0 million for the year ended December 31, 2002, an increase of $2.3 million or 29.1 percent. Net gains on the sales of securities increased from $52 thousand in 2002 to $1.3 million in 2003. Trust fee income increased $1.1 million or 23.1 percent to $5.8 million for the year ended December 31, 2003. Other income excluding gains on securities sales and trust income remained constant at $3.3 million. Other Expense Other expenses totaled $6.0 million for the fourth quarter of 2003, an increase of $466 thousand or 8.5 percent over the $5.5 million reported for the same quarter of 2002. This increase is due to higher salaries and benefits and premises and equipment costs. Increased salaries and benefits expenses can be attributed to additions to the professional staff, salary adjustments to attract and retain highly qualified employees and higher health insurance and pension costs. Higher premises and equipment costs relate to costs associated with a new branch location and a new operations center. The efficiency ratio was 58.28 percent for the quarter ended December 31, 2003 as compared to 56.37 percent for the same period in 2002. 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. Other expense for the year ended December 31, 2003 was $22.8 million as compared to $21.4 million for the year ended December 31, 2002, an increase of $1.4 million or 6.7 percent. Salaries and benefits increased $1.3 million or 10.9 percent to $13.3 million due to additions to staff, increases due to salary adjustments and higher health insurance and pension costs. Premises and equipment costs were $4.8 million, an increase of $686 thousand or 16.5 percent, over last year's $4.2 million. Business expansion, including new and refurbished branches and a new operations center, and depreciation charges relating to investments in technology were the primary factors for the higher costs. ASSET QUALITY Non-performing loans totaled $215 thousand or 0.05 percent of total loans at December 31, 2003 as compared to $383 thousand or 0.09 percent at December 31, 2002. The allowance for loan losses was $5.5 million or 1.28 percent of total loans at December 31, 2003 as compared to $4.8 million or 1.17 percent of total loans at December 31, 2002. Net recoveries were $41 thousand for the fourth quarter of 2003 as compared to net recoveries of $3 thousand during the fourth quarter of 2002. CAPITAL Shareholders' equity totaled $85.1 million at December 31, 2003, an increase of $7.9 million or 10.2 percent over the $77.2 million reported at December 31, 2002. The Corporation's leverage ratio, tier 1 and total risk based capital ratios at December 31, 2003 were 8.91 percent, 20.38 percent and 21.74 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 $1.4 billion in assets at market value under management at December 31, 2003, operates at the Bank's main office located at 190 Main Street in Gladstone, New Jersey, and the Chatham Office located at 311 Main Street, Chatham, 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, an 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, a decline in levels of loan quality and origination volume and a decline in the volume of increase in trust assets or deposits. 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 Three Months Ended At or For Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 -------------------------------- ------------------------------ Income Statement Data: Interest income $ 10,447 $ 10,828 $ 41,426 $ 43,947 Interest expense 2,314 2,993 10,262 12,055 Net interest income 8,133 7,835 31,164 31,892 Provision for loan losses 150 201 600 800 Net interest income after provision for loan losses 7,983 7,634 30,564 31,092 Other income 764 817 3,266 3,258 Securities Gains 57 34 1,284 52 Trust Fees 1,337 1,101 5,759 4,678 Other expense 5,964 5,498 22,786 21,355 Income before income taxes 4,177 4,088 18,087 17,725 Income tax expense 1,304 1,340 5,787 5,800 Net income $ 2,873 $ 2,748 $ 12,300 $ 11,925 Balance Sheet Data: Total assets $ 968,126 $ 859,808 Federal funds sold 5,461 20,400 Short-term investments 30,949 549 Securities held to maturity 97,701 168,066 Securities available for sale 355,998 212,259 Loans 427,001 409,760 Allowance for Loan Losses 5,467 4,798 Deposits 845,771 769,688 Borrowings 30,032 5,000 Shareholders' equity 85,054 77,158 Trust Department Assets (book value, not included above) 1,089,447 $1,000,272 Average Balance Sheet Data: Total Assets $ 947,634 $ 836,870 $ 918,961 $ 780,565 Earning Assets 896,552 790,054 868,478 736,080 Loans, net 411,054 414,078 402,136 420,281 Interest-Bearing Deposits 660,302 624,141 655,433 579,640 Demand Deposits 148,324 122,222 139,476 115,487 Borrowings 48,356 5,842 35,248 7,814 Shareholders' equity 83,636 75,693 81,226 69,894 Performance Ratios: Return on average assets 1.21% 1.31% 1.34% 1.53% Return on average equity 13.74 14.52 15.14 17.06 Efficiency Ratio 58.28% 56.37% 56.70% 53.62% Net Interest Margin (Taxable Equivalent Basis) 3.49% 3.97% 3.47% 4.35%
PEAPACK-GLADSTONE FINANCIAL CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA UNAUDITED (Dollars in Thousands, Except Per Share Amounts)
At or For The Three Months Ended At or For Twelve Months Ended December 31, December 31, 2003 2002 2003 2002 -------------------------------- ------------------------------ Asset Quality: Loans past due over 90 days and still accruing $ 56 $ 203 Non-accrual loans 159 180 Net recoveries/(charge-offs) 41 3 69 (25) Allowance for loan losses to total loans 1.28 % 1.17% Per Share Data: (1) Earnings per share (Basic) $ 0.39 $ 0.37 $ 1.67 $ 1.62 Earnings per share (Diluted) 0.38 0.36 1.62 1.59 Book Value per share 11.47 10.47 Capital Adequacy: Tier I Leverage 8.91% 9.19% Tier I Capital to Risk-Weighted Assets 20.38 19.51 Tier I & Tier II Capital to Risk-Weighted Assets 21.74 20.81 (1) Restated for the 2 for 1 stock split declared September 12, 2002 and the 10% stock dividend declared September 11, 2003
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