-----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, Ka4/K6EeeioMiMw/BVRFqQoUdQwKEuc/rvNvkUEpRzim5esBiGlzfOqG/S20XzAn 4AgiJQ6pa6cDmOj8Thucgg== 0000914317-04-003907.txt : 20041101 0000914317-04-003907.hdr.sgml : 20041101 20041101134647 ACCESSION NUMBER: 0000914317-04-003907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041101 DATE AS OF CHANGE: 20041101 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: 041109181 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_63663.txt UNITED STATES 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 1, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT Item 2.02 Results of Operations and Financial Condition. On November 1, 2004, Peapack-Gladstone Financial Corporation (the "Corporation") issued a press release reporting earnings and other financial results for its third quarter of 2004, which ended September 30, 2004. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference in its entirety. The information disclosed under this Item 2.02, including Exhibit 99.1, shall be considered "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934, as amended. Item 9.01 Financial Statements and Exhibits. (c) Exhibit. Exhibit No. Title ----------- ----- 99.1 Press Release dated November 1, 2004. The press release disclosed in this Item 9.01 as Exhibit 99.1 shall be considered "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934, as amended. 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 1, 2004 By: ----------------------------------- Arthur F. Birmingham Executive Vice President and Chief Financial Officer 2 EXHIBIT INDEX Exhibit No. Title ----------- ----- 99.1 Press Release dated November 1, 2004. EX-99.1 2 exhibit99-1.txt Contact: Arthur F. Birmingham Peapack-Gladstone Financial Corporation T: 908-719-4308 PEAPACK-GLADSTONE FINANCIAL CORPORATION REPORTS A RECORD $3.5 MILLION IN THIRD QUARTER NET INCOME Loan growth fuels earnings GLADSTONE, N.J.--(BUSINESS WIRE)--November 1, 2004 - Peapack-Gladstone Financial Corporation (AMEX:PGC) reported net income of $3.5 million for the quarter ended September 30, 2004, as compared to $2.9 million for the quarter ended September 30, 2003, an increase of $651 thousand or 22.6 percent. Net income per diluted share was $0.42 for the third quarter of 2004 compared to $0.34 for the third quarter of 2003, an increase of 23.5 percent. All per share data have been restated for the 10 percent stock dividend declared September 9, 2004. The annualized return on average assets ("ROA") was 1.37 percent and the annualized return on average equity ("ROE") was 16.00 percent for the third quarter of 2004. Net income was $10.0 million for the nine months ended September 30, 2004, an increase of 6.3 percent over the $9.4 million for the nine months ended September 30, 2003. The per diluted share earnings were $1.19 for the nine months ended September 30, 2004, as compared to $1.12 for the year to date September 30, 2003, an increase of 6.3 percent. The annualized return on average assets was 1.34 percent and the annualized return on average equity was 15.29 percent for the first nine months of 2004. Frank A. Kissel, Chairman and CEO, stated, "We are pleased to report that earnings for the third quarter of 2004 are the highest quarterly earnings ever attained in our organization's history. These results were fueled by strong loan originations and higher Trust and Investment fee income. Loans grew by $81 million or 70 percent annualized on a linked quarter basis. Our strategy of providing superior customer service and business development initiatives translated into higher loan growth and a strong pipeline for future loan originations. Credit quality remains very good and loan delinquencies continue at very low levels. The market value of trust assets under management by PGB Trust and Investments grew to $1.56 billion, an increase of 15.9 percent over the levels of September 30, 2003. Our 19th branch, in Morristown, New Jersey, is expected to open in the fourth quarter of 2004 and we look forward to building strong customer relationships with individuals and businesses in the area." EARNINGS Net Interest Income Net interest income, on a tax-equivalent basis, was $9.3 million for the third quarter of 2004, an increase of $1.7 million or 23.1 percent over the same period last year and an increase of $549 thousand or 6.3 percent over the second quarter of 2004. On a fully tax-equivalent basis, net interest margin for the third quarter was 3.78 percent as compared to 3.35 percent for the same quarter last year and 3.71 percent in the second quarter of 2004. In the third quarter of 2004, average-earning assets increased $83.0 million or 9.3 percent to $979.4 million from $896.4 million in the same quarter of 2003. The yield on interest earning assets increased 29 basis points to 4.81 percent in the third quarter of 2004 from 4.52 percent in the third quarter of 2003. Average loans increased to $502.6 million in the third quarter of 2004, an increase of $92.6 million or 22.6 percent from the same quarter of 2003. The growth occurred in all categories of loans with the majority in the adjustable-rate residential mortgage portfolio. Average investment securities declined $9.1 million or 1.9 percent from the third quarter of 2003 to the third quarter of 2004. For the third quarter of 2004, total average deposits grew $62.8 million or 7.7 percent to $873.0 million from $810.3 million for the third quarter of 2003. Total average borrowings increased from $53.3 million in the third quarter of 2003 to $68.5 million in the same quarter of 2004, an increase of $15.2 million or 28.6 percent. This increase reflects the additional funding required to grow the loan portfolios. The cost of funds fell to 1.07 percent in the third quarter of 2004 as compared to 1.20 percent in the third quarter of 2003. On a tax-equivalent basis, net interest income for the nine months ended September 30, 2004 was $26.5 million, as compared to $23.5 million for the same period of 2003, an increase of $3.0 million or 13.0 percent. For the year to date September 30, 2004 and 2003, the fully tax-equivalent net interest margin was 3.78 percent and 3.67 percent, respectively. Average loan balances grew $53.6 million or 13.3 percent from September 30, 2003 to September 30, 2004, while average investment securities grew $30.8 million or 7.0 percent. Average deposit balances increased $61.9 million or 7.8 percent during this same time period. The yield on interest earning assets declined 16 basis points to 4.76 percent for the year to date ended September 30, 2004 from 4.92 percent in the same period of 2003, while the cost of funds declined 26 basis points to 1.03 percent. Other Income For the third quarter of 2004, other income was $2.48 million as compared to $2.51 million in the same period a year ago. Income from PGB Trust and Investments was $1.7 million, an increase of $308 thousand or 22.7 percent over the same quarter last year. Securities gains were $12 thousand in the third quarter of 2004, a decline of $388 thousand when compared to the same quarter of 2003. Other income for the first nine months of 2004 was $8.0 million as compared to $7.9 million for the same period of 2003. Trust income increased $719 thousand or 16.3 percent to $5.1 million during this period. The market value of trust assets under management was $1.56 billion at September 30, 2004, an increase of $214 million, or 15.9% over the previous year. Securities gains were $612 thousand for the nine months ended September 30, 2004, as compared to $1.2 million for the same period a year ago. Other Expenses Other expenses for the third quarter of 2004 were $6.1 million compared to $5.5 million for the third quarter of 2003, an increase of $621 thousand or 11.2 percent. Salaries and benefits expense grew $332 thousand or 10.0 percent during the third quarter of 2004 due to normal salary increases as well as additions to staff due to branch expansion. Occupancy expenses increased $207 thousand to $1.4 million for the third quarter of 2004 as compared to $1.2 million for the same quarter of 2003. In the past year, occupancy expenses have grown due to the investment in two new branches and a new data center. New branches are our primary source of future growth and profitability. Our new Morristown Branch is anticipated to open during the fourth quarter of 2004. Other expenses increased $2.1 million or 12.6 percent to $18.7 million for the nine months ended September 30, 2004. Salaries and benefits rose $956 thousand or 9.7 percent to $10.9 million, while occupancy costs rose $770 thousand, or 22.5 percent to $4.2 million, as compared to $3.4 million for the first nine months of 2003. Costs have risen as the level of business has grown and as the Corporation invests in its technological capacity for future growth. ASSET QUALITY At September 30, 2004, non-performing loans totaled $289 thousand or 0.05 percent of total loans as compared to $228 thousand or 0.06 percent at September 30, 2003. The allowance for loan losses was $5.9 million or 1.07 percent of total loans at September 30, 2004 as compared to $5.3 million or 1.30 percent of total loans at September 30, 2003. Net chargeoffs of $4 thousand were recorded in the third quarter of 2004 as compared to net recoveries of $2 thousand during the same quarter of 2003. For the year to date ended September 30, 2004, net chargeoffs were $65 thousand as compared to net recoveries of $29 thousand for the same period in 2003. CAPITAL At September 30, 2004, shareholders' equity totaled $92.7 million as compared with $82.7 million at September 30, 2003, an increase of $10.0 million or 12.1 percent. The Corporation's leverage ratio, tier 1 and total risk based capital ratios at September 30, 2004 were 9.08 percent, 19.59 percent and 20.86 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 18 branches in Somerset, Hunterdon and Morris Counties. Its Trust Division, PGB Trust and Investments, with $1.56 billion in assets at market value under management at September 30, 2004, 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", 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, 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 At or For The Nine Months Ended Ended September 30, September 30, 2004 2003 2004 2003 ---- ---- ---- ---- Income Statement Data: Interest Income $ 11,547 $ 9,947 $ 32,809 $ 30,979 Interest Expense 2,525 2,598 6,930 7,948 ---------- ---------- ---------- ---------- Net Interest Income 9,022 7,349 25,879 23,031 Provision For Loan Losses 150 150 450 450 ---------- ---------- ---------- ---------- Net Interest Income After Provision For Loan Losses 8,872 7,199 25,429 22,581 Other Income 797 756 2,262 2,274 Securities Gains 12 400 612 1,227 Trust Fees 1,666 1,358 5,141 4,422 Other Expenses 6,142 5,521 18,685 16,594 ---------- ---------- ---------- ---------- Income Before Income Taxes 5,205 4,192 14,759 13,910 Income Tax Expense 1,670 1,308 4,734 4,483 ---------- ---------- ---------- ---------- Net Income $ 3,535 $ 2,884 $ 10,025 $ 9,427 ========== ========== ========== ========== Balance Sheet Data: Total Assets $1,055,575 $ 953,936 Federal Funds Sold 1,897 1,951 Short-Term Investments 656 503 Securities Held To Maturity 91,946 106,972 Securities Available For Sale 351,578 381,756 Loans 546,742 406,424 Allowance For Loan Losses 5,852 5,277 Deposits 879,872 815,430 Borrowings 75,308 47,394 Shareholders' Equity 92,686 82,691 Trust Department Assets (Book Value, Not Included Above) $1,137,219 $1,081,159 Average Balance Sheet Data: Total Assets $1,035,289 $ 952,922 $ 993,863 $ 909,298 Earning Assets 979,440 896,425 936,940 852,180 Loans, net 496,783 404,735 452,151 399,131 Interest-Bearing Deposits 715,535 664,889 695,482 653,794 Demand Deposits 157,508 145,377 156,740 136,494 Borrowings 68,474 53,255 48,017 30,831 Shareholders' Equity 88,363 81,955 87,436 80,414 Performance Ratios: Return on Average Assets 1.37% 1.21% 1.34% 1.38% Return on Average Equity 16.00 14.08 15.29 15.63
PEAPACK-GLADSTONE FINANCIAL CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA UNAUDITED (Dollars in Thousands, Except Per Share Amounts)
At or For The Three Months At or For The Nine Months Ended Ended September 30, September 30, 2004 2003 2004 2003 ---- ---- ---- ---- Net Interest Margin (Taxable Equivalent Basis) 3.78% 3.35% 3.78% 3.67% Asset Quality: Loans past due over 90 days And Still Accruing $ 188 $ 65 Non-Accrual Loans 101 163 Net (Charge-Offs)/Recoveries (4) 2 (65) 29 Allowance For Loan Losses To Total Loans 1.07% 1.30% Per Share Data: (1) Earnings Per Share (Basic) $ 0.43 $ 0.36 $ 1.22 $ 1.16 Earnings Per Share (Diluted) 0.42 0.34 1.19 1.12 Book Value Per Share 11.28 10.18 Dividends Per Share 0.31 0.28 Capital Adequacy: Tier I Leverage 9.08% 8.74% Tier I Capital to Risk- Weighted Assets 19.59 20.62 Tier I & II Capital to Risk-Weighted Assets 20.86 21.99
(1) Restated for the 10 percent stock dividend declared September 9, 2004. PEAPACK-GLADSTONE FINANCIAL CORPORATION AVERAGE BALANCE SHEET UNAUDITED QUARTERS ENDED (Tax-Equivalent Basis, Dollars in Thousands)
September 30, 2004 September 30, 2003 Average Income/ Average Income/ Balance Expense Yield Balance Expense Yield ------- ------- ----- ------- ------- ----- ASSETS: Interest-Earning Assets: Investments: Taxable (1) $ 427,945 $ 4,061 3.80% $ 451,987 $ 3,595 3.18% Tax-Exempt (1) (2) 46,753 582 4.98% 31,840 418 5.26% Loans (2) (3) 502,552 7,133 5.68% 409,935 6,098 5.95% Federal Funds Sold 1,475 5 1.36% 1,784 4 0.90% Interest-Earning Deposits 715 2 1.12% 879 2 0.91% ----------- -------------------------- ----------- ------------------------ Total Interest-Earning Assets 979,440 $ 11,783 4.81% 896,425 $ 10,117 4.52% ----------- -------------------------- ----------- ------------------------ Noninterest-Earning Assets: Cash and Due from Banks 19,969 19,147 Allowance for Loan Losses (5,769) (5,200) Premises and Equipment 18,242 14,890 Other Assets 23,407 27,660 ----------- ----------- Total Noninterest-Earning Assets 55,849 56,497 ----------- ----------- Total Assets $ 1,035,289 $ 952,922 =========== =========== LIABILITIES: Interest-Bearing Deposits Checking $ 165,293 $ 279 0.68% $ 133,189 $ 154 0.46% Money Markets 66,220 117 0.71% 59,153 123 0.83% Tiered Money Markets 155,854 367 0.94% 136,284 353 1.04% Savings 109,557 169 0.62% 102,738 164 0.64% Certificates of Deposit 218,611 1,183 2.16% 233,525 1,482 2.54% ----------- -------------------------- ----------- ------------------------ Total Interest-Bearing Deposits 715,535 2,115 1.18% 664,889 2,276 1.37% Borrowings 68,474 410 2.40% 53,255 322 2.42% ----------- -------------------------- ----------- ------------------------ Total Interest-Bearing Liabilities 784,009 2,525 1.29% 718,144 2,598 1.45% ----------- -------------------------- ----------- ------------------------ Noninterest Bearing Liabilities Demand Deposits 157,508 145,377 Accrued Expenses and Other Liabilities 5,409 7,446 ----------- ----------- Total Noninterest-Bearing Liabilities 162,917 152,823 Shareholders' Equity 88,363 81,955 ----------- ----------- Total Liabilities and Shareholders' Equity $ 1,035,289 $ 952,922 =========== =========== Net Interest Income $ 9,258 $ 7,519 =========== =========== Net Interest Spread 3.52% 3.07% ==== ==== Net Interest Margin (4) 3.78% 3.35% ==== ====
PEAPACK-GLADSTONE FINANCIAL CORPORATION AVERAGE BALANCE SHEET UNAUDITED YEAR-TO-DATE (Tax-Equivalent Basis, Dollars in Thousands)
September 30, 2004 September 30, 2003 Average Income/ Average Income/ Balance Expense Yield Balance Expense Yield ------- ------- ----- ------- ------- ----- ASSETS: Interest-Earning Assets: Investments: Taxable (1) $ 429,385 $ 12,234 3.80% $ 414,189 $ 11,248 3.62% Tax-Exempt (1) (2) 42,018 1,606 5.09% 26,376 1,116 5.64% Loans (2) (3) 457,791 19,561 5.70% 404,175 19,005 6.27% Federal Funds Sold 5,841 43 0.98% 6,742 60 1.19% Interest-Earning Deposits 1,905 15 1.05% 698 5 0.99% --------- ------------------------ --------- ---------------------- Total Interest-Earning Assets 936,940 $ 33,459 4.76% 852,180 $ 31,434 4.92% --------- ------------------------ --------- ---------------------- Noninterest-Earning Assets: Cash and Due from Banks 19,483 18,900 Allowance for Loan Losses (5,640) (5,044) Premises and Equipment 17,255 14,698 Other Assets 25,825 28,564 --------- --------- Total Noninterest-Earning Assets 56,923 57,118 --------- --------- Total Assets $ 993,863 $ 909,298 ========= ========= LIABILITIES: Interest-Bearing Deposits Checking $ 153,285 $ 629 0.55% $ 129,128 $ 493 0.51% Money Markets 65,926 311 0.63% 63,742 453 0.95% Tiered Money Markets 148,167 1,013 0.91% 125,463 1,089 1.16% Savings 106,393 493 0.62% 99,935 604 0.81% Certificates of Deposit 221,711 3,531 2.12% 235,526 4,729 2.68% --------- ------------------------ --------- ---------------------- Total Interest-Bearing Deposits 695,482 5,977 1.15% 653,794 7,368 1.50% Borrowings 48,017 953 2.64% 30,831 580 2.51% --------- ------------------------ --------- ---------------------- Total Interest-Bearing Liabilities 743,499 6,930 1.24% 684,625 7,948 1.55% --------- ------------------------ --------- ---------------------- Noninterest Bearing Liabilities Demand Deposits 156,740 136,494 Accrued Expenses and Other Liabilities 6,188 7,765 --------- --------- Total Noninterest-Bearing Liabilities 162,928 144,259 Shareholders' Equity 87,436 80,414 --------- --------- Total Liabilities and Shareholders' Equity $ 993,863 $ 909,298 ========= ========= Net Interest Income $ 26,529 $ 23,486 ========= ========= Net Interest Spread 3.52% 3.37% ==== ==== Net Interest Margin (4) 3.78% 3.67% ==== ====
(1) Average balances for available-for-sale securities are based on amortized cost. (2) Interest income is presented on a tax-equivalent basis using a 35 percent federal tax rate. (3) Loans are stated net of unearned income and include non-accrual loans. (4) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets. -----END PRIVACY-ENHANCED MESSAGE-----