10-Q 1 form10q-63850_pg.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

 

|X|

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended September 30, 2004

 

 

OR

 

|_|

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to

Commission File No. 001-16197

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

New Jersey

 

22-3537895

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

158 Route 206 North,
Gladstone, New Jersey 07934
(Address of principal executive offices, including zip code)

(908) 234-0700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-d). Yes  |X|  No  |_|.

Number of shares of Common stock outstanding as of November 1, 2004:
8,238,698

1




PEAPACK-GLADSTONE FINANCIAL CORPORATION
PART 1 FINANCIAL INFORMATION

 

 

 

Item 1
Financial Statements (Unaudited):

 

 

Page 3

 

Page 4

 

Page 5

 

Page 6

 

Page 7

Item 2

Page 9

Item 3

Page 16

Item 4

Page 17

 

 

 

PART 2 OTHER INFORMATION

 

Item 2

Page 17

Item 6

Page 18

2


P EAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITIO
N
(Dollars in thousands)
(Unaudited)

 

 

September 30,
2004

 

December 31,
2003

 

 

 


 


 

ASSETS

 

 

 

 

 

 

 

Cash and due from banks

 

$

23,734

 

 

$

17,234

 

 

Federal funds sold

 

 

1,897

 

 

 

5,461

 

 

 

 



 

 



 

 

 

Total cash and cash equivalents

 

 

25,631

 

 

 

22,695

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning deposits

 

 

656

 

 

 

30,949

 

 

 

 

 

 

 

 

 

 

 

 

Investment Securities (approximate market value $92,943 in 2004 and $99,515 in 2003)

 

 

91,946

 

 

 

97,701

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

351,578

 

 

 

355,998

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

Loans secured by real estate

 

 

514,079

 

 

 

397,068

 

 

Other loans

 

 

32,663

 

 

 

29,933

 

 

 

 



 

 



 

 

 

Total loans

 

 

546,742

 

 

 

427,001

 

 

 

          Less:  Allowance for loan losses

 

 

5,852

 

 

 

5,467

 

 

 

 



 

 



 

 

 

Net loans

 

 

540,890

 

 

 

421,534

 

 

 

 

 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

18,610

 

 

 

15,132

 

 

Accrued interest receivable

 

 

5,039

 

 

 

4,295

 

 

Cash surrender value of life insurance

 

 

17,082

 

 

 

16,548

 

 

Other assets

 

 

4,143

 

 

 

3,274

 

 

 

 



 

 



 

 

 

TOTAL ASSETS

 

$

1,055,575

 

 

$

968,126

 

 

 

 



 

 



 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

$

163,734

 

 

$

155,189

 

 

 

Interest-bearing deposits:

 

 

 

 

 

 

 

 

 

 

Checking

 

 

164,665

 

 

 

140,393

 

 

 

Savings

 

 

107,434

 

 

 

101,451

 

 

 

Money market accounts

 

 

224,476

 

 

 

225,863

 

 

 

Certificates of deposit over $100,000

 

 

64,240

 

 

 

60,373

 

 

 

Certificates of deposit less than $100,000

 

 

155,323

 

 

 

162,502

 

 

 

 



 

 



 

 

Total deposits

 

 

879,872

 

 

 

845,771

 

 

Borrowed Funds

 

 

75,308

 

 

 

30,032

 

 

Accrued expenses and other liabilities

 

 

7,709

 

 

 

7,269

 

 

 

 



 

 



 

 

 

TOTAL LIABILITIES

 

 

962,889

 

 

 

883,072

 

 

 

 



 

 



 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock (no par value; stated value $0.83 per share; authorized 20,000,000 shares; issued shares, 8,365,181 at September 30, 2004 and 8,288,676 at December 31, 2003; outstanding shares, 8,220,363 at September 30, 2004 and 8,157,634 at December 31, 2003)

 

 

6,971

 

 

 

6,274

 

 

Surplus

 

 

86,580

 

 

 

61,959

 

 

Treasury Stock at cost, 144,818 shares in 2004 and 131,042 shares in 2003

 

 

(2,783

)

 

 

(2,391

)

 

Retained Earnings

 

 

 

 

 

16,557

 

 

Accumulated other comprehensive income, net of income tax

 

 

1,918

 

 

 

2,655

 

 

 

 



 

 



 

 

 

TOTAL SHAREHOLDERS’ EQUITY

 

 

92,686

 

 

 

85,054

 

 

 

 

 



 

 



 

 

 

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY

 

$

1,055,575

 

 

$

968,126

 

 

 

 



 

 



 

 

See accompanying notes to consolidated financial statements.

3


P EAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOM
E
(Dollars in thousands, except share data)
(Unaudited)

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 


 


 


 


 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

7,126

 

$

6,093

 

$

19,544

 

$

18,990

 

Interest on investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

623

 

 

635

 

 

2,069

 

 

3,154

 

 

Tax-exempt

 

 

262

 

 

162

 

 

700

 

 

405

 

Interest on securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

3,438

 

 

2,960

 

 

10,165

 

 

8,094

 

 

Tax-exempt

 

 

91

 

 

91

 

 

273

 

 

271

 

Interest-earning deposits

 

 

2

 

 

2

 

 

15

 

 

5

 

Interest on federal funds sold

 

 

5

 

 

4

 

 

43

 

 

60

 

 

 



 



 



 



 

Total interest income

 

 

11,547

 

 

9,947

 

 

32,809

 

 

30,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on savings and interest-bearing deposit accounts

 

 

932

 

 

794

 

 

2,446

 

 

2,639

 

Interest on certificates of deposit over $100,000

 

 

321

 

 

386

 

 

950

 

 

1,207

 

Interest on other time deposits

 

 

862

 

 

1,096

 

 

2,581

 

 

3,522

 

Interest on borrowed funds

 

 

410

 

 

322

 

 

953

 

 

580

 

 

 



 



 



 



 

Total interest expense

 

 

2,525

 

 

2,598

 

 

6,930

 

 

7,948

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees for other services

 

 

435

 

 

415

 

 

1,259

 

 

1,251

 

Trust department income

 

 

1,666

 

 

1,358

 

 

5,141

 

 

4,422

 

Securities gains

 

 

12

 

 

400

 

 

612

 

 

1,227

 

Bank owned life insurance

 

 

185

 

 

217

 

 

599

 

 

661

 

Other income

 

 

177

 

 

124

 

 

404

 

 

362

 

 

 



 



 



 



 

 

Total other income

 

 

2,475

 

 

2,514

 

 

8,015

 

 

7,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

3,638

 

 

3,306

 

 

10,858

 

 

9,902

 

Premises and equipment

 

 

1,420

 

 

1,213

 

 

4,186

 

 

3,416

 

Other expense

 

 

1,084

 

 

1,002

 

 

3,641

 

 

3,276

 

 

 



 



 



 



 

Total other expenses

 

 

6,142

 

 

5,521

 

 

18,685

 

 

16,594

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAX EXPENSE

 

 

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

 

 

 



 



 



 



 

EARNINGS PER SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.43

 

$

0.36

 

$

1.22

 

$

1.16

 

Diluted

 

$

0.42

 

$

0.34

 

$

1.19

 

$

1.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average basic shares outstanding

 

 

8,206,321

 

 

8,123,249

 

 

8,188,047

 

 

8,117,359

 

Average diluted shares outstanding

 

 

8,406,096

 

 

8,402,565

 

 

8,390,680

 

 

8,369,960

 

See accompanying notes to consolidated financial statements.

4


P EAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUIT
Y
(Dollars in thousands)
(Unaudited)

 

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

 

 


 


 

 

 

 

 

 

 

 

 

Balance, Beginning of Period

 

$

85,054

 

$

77,158

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net Income

 

 

10,025

 

 

9,427

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses)/gains on securities arising during the period, net of tax

 

 

(339

)

 

(1,399

)

 

Less: Reclassification adjustment for gains included in net income, net of tax

 

 

398

 

 

798

 

 

 

 



 



 

 

 

 

 

(737

)

 

(2,197

)

 

 

 



 



 

 

Total Comprehensive income

 

 

9,288

 

 

7,230

 

 

 

 

 

 

 

 

 

Common Stock Options Exercised

 

 

742

 

 

190

 

 

 

 

 

 

 

 

 

Purchase of Treasury Stock

 

 

(392

)

 

(100

)

 

 

 

 

 

 

 

 

Cash Dividends Declared

 

 

(2,319

)

 

(1,946

)

 

 

 

 

 

 

 

 

Tax Benefit on Disqualifying and Nonqualifying Exercise of Stock Options

 

 

313

 

 

159

 

 

 



 



 

 

 

 

 

 

 

 

 

Balance, September 30,

 

$

92,686

 

$

82,691

 

 

 



 



 

See accompanying notes to consolidated financial statements.

5


P EAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
S
(Dollars in thousands)
(Unaudited)

 

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

 

 


 


 

OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net Income:

 

$

10,025

 

$

9,427

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

 

1,220

 

 

1,055

 

Amortization of premium and accretion of discount on securities, net

 

 

1,132

 

 

2,271

 

Provision for loan losses

 

 

450

 

 

450

 

Gains on security sales

 

 

(612

)

 

(1,227

)

Tax benefit on stock option exercises

 

 

313

 

 

159

 

Increase in cash surrender value of life insurance, net

 

 

(534

)

 

(603

)

Increase in accrued interest receivable

 

 

(744

)

 

(530

)

Increase in other assets

 

 

(869

)

 

(2,203

)

Increase in other liabilities

 

 

885

 

 

1,449

 

 

 



 



 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

11,266

 

 

10,248

 

 

 



 



 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from maturities of investment securities

 

 

21,507

 

 

83,269

 

Proceeds from maturities of securities available for sale

 

 

31,728

 

 

24,279

 

Proceeds from calls of investment securities

 

 

745

 

 

9,170

 

Proceeds from calls of securities available for sale

 

 

4,600

 

 

46,825

 

Proceeds from sales of securities available for sale

 

 

92,817

 

 

51,401

 

Purchase of investment securities

 

 

(16,849

)

 

(32,755

)

Purchase of securities available for sale

 

 

(126,164

)

 

(295,339

)

Net decrease in short-term investments

 

 

30,293

 

 

46

 

Purchase of loans

 

 

(60,016

)

 

 

Net (increase)/decrease in loans

 

 

(59,790

)

 

3,365

 

Purchases of premises and equipment

 

 

(4,698

)

 

(1,696

)

 

 



 



 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

(85,827

)

 

(111,435

)

 

 



 



 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Net increase in deposits

 

 

34,101

 

 

45,742

 

Net increase in short-term borrowings

 

 

46,500

 

 

17,500

 

Proceeds from long-term debt

 

 

 

 

26,000

 

Repayments of long-term debt

 

 

(1,224

)

 

(566

)

Cash dividends paid

 

 

(2,230

)

 

(1,811

)

Exercise of stock options

 

 

742

 

 

190

 

Purchase of Treasury Stock

 

 

(392

)

 

(100

)

 

 



 



 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

77,497

 

 

86,955

 

 

 



 



 

 

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

2,936

 

 

(14,232

)

Cash and cash equivalents at beginning of period

 

 

22,695

 

 

38,320

 

 

 



 



 

Cash and cash equivalents at end of period

 

$

25,631

 

$

24,088

 

 

 



 



 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

Interest

 

$

6,914

 

$

8,530

 

 

Income taxes

 

 

5,326

 

 

4,968

 

See accompanying notes to consolidated financial statements.

6


P EAPACK-GLADSTONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
S
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Certain information and footnote disclosures normally included in the unaudited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.  These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the period ended December 31, 2003 for Peapack-Gladstone Financial Corporation (the “Corporation”).

Principles of Consolidation:  The Corporation considers that all adjustments (all of which are normal recurring accruals) necessary for a fair presentation of the statement of the financial position and results of operations in accordance with accounting principles generally accepted in the United States for these periods have been made.  Results for such interim periods are not necessarily indicative of results for a full year.

The consolidated financial statements of Peapack-Gladstone Financial Corporation are prepared on the accrual basis and include the accounts of the Corporation and its wholly owned subsidiary, Peapack-Gladstone Bank.  All significant intercompany balances and transactions have been eliminated from the accompanying consolidated financial statements.

Allowance for Loan Losses:  The allowance for loan losses is maintained at a level considered adequate to provide for probable loan losses inherent in the Corporation’s loan portfolio.  The allowance is based on management’s evaluation of the loan portfolio considering, among other things, current economic conditions, the volume and nature of the loan portfolio, historical loan loss experience, and individual credit situations.  The allowance is increased by provisions charged to expense and reduced by net charge-offs.

Stock Option Plans:  At September 30, 2004, the Corporation had stock-based employee and non-employee director compensation plans.  The Corporation accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  No stock-based employee compensation cost is reflected in net income as all options granted under those plans had an exercise price equal to or greater than the market value of the underlying common stock on the date of the grant. 

The following table illustrates the effect on net income and earnings per share for the periods indicated if the Corporation had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation:

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

(In Thousands Except per Share Data)

 

2004

 

2003

 

2004

 

2003

 

 

 


 


 


 


 

Net Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

$

3,535

 

$

2,884

 

$

10,025

 

$

9,427

 

 

Less:  Total Stock-Based Compensation Expense Determined under the Fair Value Based Method on all Stock Options, Net of Related Tax Effects

 

 

100

 

 

48

 

 

1,460

 

 

144

 

 

 

 



 



 



 



 

 

 Pro Forma

 

$

3,435

 

$

2,836

 

$

8,565

 

$

9,283

 

Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.43

 

$

0.36

 

$

1.22

 

$

1.16

 

 

Diluted

 

$

0.42

 

$

0.34

 

$

1.19

 

$

1.12

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.42

 

$

0.35

 

$

1.05

 

$

1.14

 

 

Diluted

 

$

0.41

 

$

0.34

 

$

1.02

 

$

1.11

 

7


Earnings per Common Share - Basic and Diluted:  Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding.  Diluted earnings per share includes any additional common shares as if all potentially dilutive common shares were issued (i.e., stock options) utilizing the treasury stock method.  All share and per share amounts have been restated to reflect all prior stock dividends and stock splits and a 10 percent stock dividend declared on September 9, 2004.  The Corporation recorded the dividend at the fair value of the stock issued.  The Corporation did not have sufficient retained earnings to fully record the fair value and charged $1.06 million to surplus.

Comprehensive Income:  The difference between the Corporation’s net income and total comprehensive income for the three and nine months ended September 30, 2004 and 2003 relates to the change in the net unrealized gains and losses on securities available for sale during the applicable period of time less adjustments for realized gains and losses.  Total comprehensive income for the three months ended September 30, 2004 and 2003 was $7.2 million and $170 thousand, respectively.  For the nine months ended September 30, 2004 and 2003, total comprehensive income was $9.3 million and $7.2 million, respectively.

2. BENEFIT PLANS

The Corporation has a defined benefit pension plan covering substantially all of its salaried employees. 

The net periodic expense for the three and nine months ended September 30 included the following components:

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

(In Thousands)

 

2004

 

2003

 

2004

 

2003

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Cost

 

 

$

275

 

 

 

$

244

 

 

 

$

824

 

 

 

$

733

 

 

Interest Cost

 

 

 

126

 

 

 

 

109

 

 

 

 

378

 

 

 

 

328

 

 

Expected Return on Plan Assets

 

 

 

(117

)

 

 

 

(98

)

 

 

 

(351

)

 

 

 

(295

)

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

6

 

 

 

 

14

 

 

 

 

18

 

 

 

 

42

 

 

 

Unrecognized Prior Service Cost

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

(1

)

 

 

Unrecognized Remaining Net Assets

 

 

 

(2

)

 

 

 

(2

)

 

 

 

(5

)

 

 

 

(5

)

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

Net Periodic Benefit Cost

 

 

$

288

 

 

 

$

267

 

 

 

$

863

 

 

 

$

802

 

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

As previously disclosed in the financial statements for the year ended December 31, 2003, the Corporation expects to contribute $1.2 million to its pension plan in 2004.  As of September 30, 2004, contributions of $900 thousand had been made in the current year.

8


M ANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
S

GENERAL: The following discussion and analysis 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 actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities:

 

Unanticipated changes or no change in interest rates.

 

Competitive pressure in the banking industry causes unanticipated adverse changes.

 

An unexpected decline in the economy of New Jersey causes customers to default in the payment of their loans or causes loans to become impaired.

 

Enforcement of the Highlands Water Protection and Planning Act

 

Loss of key managers or employees.

 

Loss of major customers or failure to develop new customers.

 

A decrease in loan quality and loan origination volume.

 

An increase in non-performing loans.

 

A decline in the volume of increase in trust assets or deposits.

The Corporation assumes no responsibility to update such forward-looking statements in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES:  “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based upon the Corporation’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires the Corporation to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  Note 1 to the Corporation’s Audited Consolidated Financial Statements included in the December 31, 2003 Annual Report on Form 10-K, contains a summary of the Corporation’s significant accounting policies.  Management believes the Corporation’s policy with respect to the methodology for the determination of the allowance for loan losses involves a higher degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application are periodically reviewed with the Audit Committee and the Board of Directors.

The provision for loan losses is based upon management’s evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectibility may not be assured, the existence and estimated net realizable value of any underlying collateral and guarantees securing the loans, and current economic and market conditions.  Although management uses the best information available, the level of the allowance for loan losses remains an estimate which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s provision for loan losses.  Such agencies may require the Corporation to make additional provisions for loan losses based upon information available to them at the time of their examination.  Furthermore, the majority of the Corporation’s loans are secured by real estate in the State of New Jersey.  Accordingly, the collectibility of a substantial portion of the carrying value of the Corporation’s loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or New Jersey experience an adverse economic shock.  Future adjustments to the provision for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Corporation’s control.

9


OVERVIEW:  For the third quarter of 2004, the Corporation realized earnings of $0.42 per diluted share as compared to $0.34 per diluted share for the third quarter of 2003.  Net income of $3.5 million for the quarter was $651 thousand, or 22.6 percent higher, than the net income of $2.9 million for the same quarter last year.  Annualized return on average assets for the quarter was 1.37 percent and annualized return on average equity was 16.00 percent for the third quarter of 2004.

Net income was $10.0 million for the year to date ended September 30, 2004 as compared to $9.4 million for the same nine months last year.  The diluted earnings per share were $1.19 for the first nine months of the year as compared to $1.12 for the same period last year.  The year to date annualized return on average assets was 1.34 percent and annualized return on average equity was 15.29 percent for the nine months ended September 30, 2004.

EARNINGS ANALYSIS

NET INTEREST INCOME:  Net interest income, on a tax-equivalent basis, before the provision for loan losses, was $9.3 million for the third quarter of 2004, compared to $7.5 million for the same quarter of 2003, an increase of $1.7 million or 23.08 percent.  The increase in net interest income during the quarter was primarily the result of higher loan volume, higher rates earned on investments and lower rates paid on deposits, offset in part by lower rates earned on loans.  The net interest margin on a fully tax equivalent basis was 3.78 percent in the third quarter of 2004 as compared to 3.35 percent for the third quarter of 2003, an increase of 43 basis points.  When compared to the second quarter of 2004, net interest income increased $547 thousand, or 6.3 percent, from $8.7 million on a tax-equivalent basis.  The net interest margin, on a fully tax equivalent basis increased from 3.71 percent in the second quarter of 2004, to 3.78 percent in the third quarter of 2004.

In the third quarter of 2004, average interest-earning assets increased $83.0 million or 9.3 percent to $979.4 million as compared to $896.4 million for the same quarter in 2003.  This was due to the increase in average loan balances of $92.6 million offset in part by a decline in average investment security balances of $9.1 million.    The increase in loan balances during the third quarter of 2004 was the result of growth in residential real estate, commercial mortgage and commercial loans.  The majority of residential real estate loan origination was primarily due to the purchase of adjustable rate loans from a third-party mortgage origination entity.  All of the loans purchased are secured by properties located within the Bank’s market area.

Average interest-bearing liabilities increased $65.9 million or 9.2 percent to $784.0 million for the quarter ended September 30, 2004 from $718.1 million in the same period in 2003.  Average balances of interest-bearing checking accounts rose $32.1 million or 24.1 percent, money market accounts increased $26.6 million or 13.6 percent and average balances of savings accounts rose $6.8 million or 6.6 percent.  Average certificates of deposits declined $14.9 million, or 6.4 percent for the third quarter of 2004 when compared to the third quarter of 2003.  Federal Home Loan Bank advances averaged $68.5 million for the quarter ended September 30, 2004 as compared to $53.3 million for the quarter ended September 30, 2003.  Average demand deposits increased $12.1 million or 8.3 percent for the third quarter of 2004 as compared to the same quarter of 2003.

For the third quarter, average interest rates earned on interest-earning assets, on a tax-equivalent basis, rose 29 basis points to 4.81 percent, from the 4.52 percent earned in the same quarter of 2003.  In the third quarter of 2004, the average interest rates earned on loans declined 27 basis points to 5.68 percent, while the average interest rates earned on investment securities rose 59 basis points to 3.91 percent when compared with the same period in 2003. The average interest rate paid during the quarter on interest-bearing liabilities declined 16 basis points to 1.29 percent when compared to the third quarter of 2003.  The average rate paid on certificate of deposits in the third quarter of 2004 declined 38 basis points and average rates paid on money market accounts declined 10 basis points to 0.87 percent when compared with the same quarter in 2003.  This contributed to a lower cost of funds for the quarter of 1.07 percent as compared to the third quarter of 2003 of 1.20 percent.

For the nine months ended September 30, 2004, net interest income, on a tax-equivalent basis before the provision for loan losses, increased $3.0 million or 13.0 percent to $26.5 from $23.5 million for the same period of 2003.  The increase in net interest income was primarily the result of higher average balances of interest-earning assets and lower deposit rates paid, partially offset by an increase in the average balances of interest-bearing liabilities.  The net interest margin, on a fully tax equivalent basis, for the nine months ended September 30, 2004 was 3.78 percent as compared to 3.67 percent for the same period in 2003, an increase of 11 basis points.

Average earning assets increased $84.8 million or 9.9 percent for the year to date 2004, to $936.9 million.  Average loans for this period in 2004 increased to $457.8 million, an increase of $53.6 million or 13.3 percent over the nine months ended September 30, 2003.  Investment securities averaged $471.4 million and $440.6 million for the nine months ended September 30, 2004 and 2003, respectively, a $30.8 million or 7.0 percent increase. 

10


Average interest-bearing liabilities for the first nine months in 2004 were $743.5 million compared to $684.6 million for the same period in 2003, an increase of $58.9 million or 8.6 percent.  Average money market balances accounted for over one-third of the increase, rising $24.9 million or 13.2 percent during the first nine months of 2004 to $214.1 million from $189.2 million during the same period of 2003.  Interest-bearing checking accounts averaged $153.3 million, growing $24.2 million, a 18.7 percent increase, due to the introduction of our Master Escrow Account, which is designed for those who act as agents in a fiduciary capacity for client or other third-party funds.  It is designed for entities that require sub-accounting, such as municipalities, assisted living communities, realtors, title companies and accountants.  Federal Home Loan Bank advances averaged $48.0 million for the nine months ended September 30, 2004 as compared to $30.8 million for the nine months ended September 30, 2003, a $17.2 million or 55.7 percent increase.  Partially offsetting these increases is the decline in average certificate of deposit balances of $13.8 million or 5.9 percent to $221.7 million.  Average demand deposits increased $20.2 million or 14.8 percent to $156.7 million year to date September 30, 2004 as compared to the same period in 2003.

Average interest rates, on a tax-equivalent basis, earned on interest earning assets was 4.76 percent for the nine-months ended September 30, 2004 as compared to 4.92 percent for the same period in 2003.  Year to date 2004, average rates earned on loans was 5.70 percent, a 57 basis point decline from the nine month 2003 average rates earned of 6.27 percent.  The average interest rates earned on investment securities in the nine months ended September 30, 2004, declined 17 basis points to 3.91 percent from 3.74 percent in the same period in 2003. The average interest rate paid on interest-bearing liabilities declined 31 basis points to 1.24 percent when compared to the same nine months of 2003.  The average rate paid on certificate of deposits declined 56 basis points to 2.12 percent year to date September 30, 2004, and average rates paid on money market accounts declined 26 basis points to 0.83 percent when compared with the same period in 2003.

11


The following tables reflect the components of net interest income for each of the three and nine months ended September 30, 2004 and 2003:

Average Balance Sheet
Unaudited
Quarters Ended
(Tax-Equivalent Basis, Dollars in Thousands)

 

 

September 30, 2004

 

September 30, 2003

 

 

 


 


 

 

 

Average
Balance

 

Income/
Expense

 

Yield

 

Average
Balance

 

Income/
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 (tax-equivalent basis)

 

 

 

 

 

9,258

 

 

 

 

 

 

 

 

7,519

 

 

 

 

 

Net Interest Spread

 

 

 

 

 

 

 

 

3.52

%

 

 

 

 

 

 

 

3.07

%

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

Net Interest Margin (4)

 

 

 

 

 

 

 

 

3.78

%

 

 

 

 

 

 

 

3.35

%

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Tax equivalent adjustment

 

 

 

 

 

(236

)

 

 

 

 

 

 

 

(170

)

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

Net Interest Income

 

 

 

 

$

9,022

 

 

 

 

 

 

 

$

7,349

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

(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.

12


Average Balance Sheet
Unaudited
Year-to-Date
(Tax-Equivalent Basis, Dollars in Thousands)

 

 

September 30, 2004

 

September 30, 2003

 

 

 


 


 

 

 

Average
Balance

 

Income/
Expense

 

Yield

 

Average
Balance

 

Income/
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 (tax-equivalent basis)

 

 

 

 

 

26,529

 

 

 

 

 

 

 

 

23,486

 

 

 

 

 

Net Interest Spread

 

 

 

 

 

 

 

 

3.52

%

 

 

 

 

 

 

 

3.37

%

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

Net Interest Margin (4)

 

 

 

 

 

 

 

 

3.78

%

 

 

 

 

 

 

 

3.67

%

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Tax equivalent adjustment

 

 

 

 

 

(650

)

 

 

 

 

 

 

 

(455

)

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

Net Interest Income

 

 

 

 

$

25,879

 

 

 

 

 

 

 

$

23,031

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

(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.

13


OTHER INCOME:  For the third quarter 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, the Bank’s trust division, was $1.67 million, an increase of $308 thousand or 22.7 percent over last year’s third quarter.  This increase was primarily due to an increase in trust assets under management.  Service charges and fees increased from $415 thousand in the third quarter of 2003 to $435 thousand for the same quarter this year.

Other income for the first nine months of 2004 was $8.02 million as compared to $7.92 million for the same nine months of 2003.  Trust income increased to $5.14 million from $4.42 million, year to date September 30, 2004 to 2003, respectively, a $719 thousand or 16.3 percent increase.  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.  Income from service charges and fees remained constant at $1.26 million.

Security gains were $12 thousand in the third quarter of 2004 as compared to $400 thousand for the same quarter of 2003.  Security gains declined $615 thousand to $612 thousand for the nine months ended September 30, 2004 when compared to the same period in 2003.  In 2003, the Corporation took advantage of the historically low interest rate environment and sold securities and recognized gains.

The following table presents the components of other income for the three and nine months ended September 30, 2004 and 2003:

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

(In Thousands)

 

2004

 

2003

 

2004

 

2003

 

 

 


 


 


 


 

Trust department income

 

$

1,666

 

$

1,358

 

$

5,141

 

$

4,422

 

Service charges

 

 

435

 

 

415

 

 

1,259

 

 

1,251

 

Bank owned life insurance

 

 

185

 

 

217

 

 

599

 

 

661

 

Safe deposit rental fees

 

 

64

 

 

62

 

 

179

 

 

173

 

Other non-interest income

 

 

84

 

 

41

 

 

168

 

 

132

 

Fees for other services

 

 

29

 

 

21

 

 

57

 

 

57

 

Securities gains

 

 

12

 

 

400

 

 

612

 

 

1,227

 

 

 



 



 



 



 

 

Total other income

 

$

2,475

 

$

2,514

 

$

8,015

 

$

7,923

 

 

 



 



 



 



 


OTHER EXPENSES:  For the third quarter of 2004, other expenses increased $621 thousand or 11.2 percent to $6.14 million compared to $5.52 million for the third quarter of 2003.  Salaries and benefits expense during the third quarter of 2004 were $3.64 million as compared to $3.31 million for the third quarter of 2003, an increase of $332 thousand or 10.0 percent.  Normal salary increases as well as additions to staff due to branch expansion and the related benefits costs account for the increase.  For the third quarter, occupancy expenses increased $207 thousand to $1.42 million as compared to $1.21 million for the same quarter of 2003.  In the past year, occupancy expenses have increased due to the investment in two new branches and a new operations center.  New branches are our primary source of future growth and profitability.

For the nine months ended September 30, 2004, other expenses increased $2.09 million or 12.6 percent to $18.69 million.  Salary and benefit expense and occupancy costs were the primary reasons for the higher level of other expenses.  Salaries and benefits rose $956 thousand or 9.7 percent while occupancy costs rose $770 thousand or 22.5 percent when compared to the nine months ended September 30, 2003.  Salaries and benefits expense rose due to additions to staff, merit increases and the related benefits costs while the increases in premises and equipment expense are due to investments in future growth in the form of new branches and a new operations center.

14


The following table presents the components of other expense for the three and nine months ended September 30, 2004 and 2003:

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

(In Thousands)

 

2004

 

2003

 

2004

 

2003

 

 

 


 


 


 


 

Salaries and employee benefits

 

$

3,638

 

$

3,306

 

$

10,858

 

$

9,902

 

Premises and equipment

 

 

1,420

 

 

1,213

 

 

4,186

 

 

3,416

 

Advertising

 

 

110

 

 

109

 

 

439

 

 

343

 

Stationery and supplies

 

 

141

 

 

102

 

 

408

 

 

365

 

Professional fees

 

 

120

 

 

95

 

 

371

 

 

418

 

Telephone

 

 

113

 

 

101

 

 

356

 

 

278

 

Trust department expense

 

 

103

 

 

107

 

 

296

 

 

367

 

Postage

 

 

70

 

 

70

 

 

250

 

 

247

 

Deferred Loan Origination Costs

 

 

(168

)

 

(155

)

 

(351

)

 

(452

)

Other expense

 

 

595

 

 

573

 

 

1,872

 

 

1,710

 

 

 



 



 



 



 

     Total other expense

 

$

6,142

 

$

5,521

 

$

18,685

 

$

16,594

 

 

 



 



 



 



 

NON-PERFORMING ASSETS: Other real estate owned (OREO), loans past due in excess of 90 days and still accruing, and non-accrual loans are considered non-performing assets.  These assets totaled $289 thousand and $228 thousand at September 30, 2004 and 2003, respectively.  Loans past due in excess of 90 days and still accruing are in the process of collection and are considered well secured.

The following table sets forth non-performing assets on the dates indicated, in conjunction with asset quality ratios:

 

 

September 30,

 

(In thousands)

 

2004

 

2003

 

 

 


 


 

Other real estate owned

 

$

 

$

 

Loans past due in excess of 90 days and still accruing

 

 

188

 

 

65

 

Non-accrual loans

 

 

101

 

 

163

 

 

 



 



 

Total non-performing assets

 

$

289

 

$

228

 

 

 



 



 

 

 

 

 

 

 

 

 

Non-performing loans as a% of total loans

 

 

0.05

%

 

0.06

%

Non-performing assets as a% of total

 

 

 

 

 

 

 

 

Loans plus other real estate owned

 

 

0.05

%

 

0.06

%

Allowance as a% of loans

 

 

1.07

%

 

1.30

%

PROVISION FOR LOAN LOSSES:  The provision for loan losses was $150 thousand for both the third quarters of 2004 and 2003. For the nine months ended September 30, 2004 and 2003, the provision for loan losses was $450 thousand. The amount of the loan loss provision and the level of the allowance for loan losses are based upon a number of factors including Management’s evaluation of probable losses inherent in the portfolio, after consideration of appraised collateral values, financial condition and past credit history of the borrowers as well as prevailing economic conditions. 

For the third quarter of 2004, net charge-offs were $4 thousand as compared to net recoveries of $2 thousand during the third quarter of 2003.  Net charge-offs for the first nine months of 2004 were $65 thousand as compared to net recoveries for the same period of 2003 of $29 thousand.

15


A summary of the allowance for loan losses for the nine-month period ended September 30, follows:

(In thousands)

 

2004

 

2003

 

 

 


 


 

Balance, January 1,

 

$

5,467

 

$

4,798

 

Provision charged to expense

 

 

450

 

 

450

 

Loans charged off

 

 

(77

)

 

(24

)

Recoveries

 

 

12

 

 

53

 

 

 



 



 

Balance, September 30,

 

$

5,852

 

$

5,277

 

 

 



 



 

INCOME TAXES: Income tax expense as a percentage of pre-tax income was 32.1 percent and 31.2 percent for the three months ended September 30, 2004 and 2003, respectively.  On a year to date basis, income tax expense as a percentage of pre-tax income was 32.1 percent in 2004 and 32.2 percent in 2003.

CAPITAL RESOURCES:The Corporation is committed to maintaining a strong capital position.  At September 30, 2004, total shareholders’ equity, including net unrealized losses on securities available for sale, was $92.7 million, representing an increase over total shareholders’ equity recorded at December 31, 2003, of $7.6 million or 9.0 percent.  The Federal Reserve Board has adopted risk-based capital guidelines for banks.  The minimum guideline for the ratio of total capital to risk-weighted assets is 8 percent.  Tier 1 Capital consists of common stock, retained earnings, minority interests in the equity accounts of consolidated subsidiaries, non-cumulative preferred stock, less goodwill and certain other intangibles.  The remainder may consist of other preferred stock, certain other instruments and a portion of the allowance for loan loss.  At September 30, 2004, the Corporation’s Tier 1 Capital and Total Capital ratios were 19.59 percent and 20.86 percent, respectively.

In addition, the Federal Reserve Board has established minimum leverage ratio guidelines.  These guidelines provide for a minimum ratio of Tier 1 Capital to average total assets of 3 percent for banks that meet certain specified criteria, including having the highest regulatory rating.  All other banks are generally required to maintain a leverage ratio of at least 3 percent plus an additional 100 to 200 basis points.  The Corporation’s leverage ratio at September 30, 2004, was 9.08 percent.

LIQUIDITY: Liquidity refers to an institution’s ability to meet short-term requirements in the form of loan requests, deposit withdrawals and maturing obligations.  Principal sources of liquidity include cash, temporary investments and securities available for sale.

Management’s opinion is that the Corporation’s liquidity position is sufficient to meet future needs.  Cash and cash equivalents, interest earning deposits and federal funds sold totaled $26.3 million at September 30, 2004.  In addition, the Corporation has $351.6 million in securities designated as available for sale.  These securities can be sold in response to liquidity concerns or pledged as collateral for borrowings as discussed below.  Book value as of September 30, 2004, of investment securities and securities available for sale maturing within one year amounted to $16.8 million and $3.9 million, respectively.

The primary source of funds available to meet liquidity needs is the Corporation’s core deposit base, which excludes certificates of deposit greater than $100 thousand.  As of September 30, 2004, core deposits equaled $815.6 million.

Another source of liquidity is borrowing capacity.  The Corporation has a variety of sources of short-term liquidity available, including federal funds purchased from correspondent banks, short-term and long-term borrowings from the Federal Home Loan Bank of New York, access to the Federal Reserve Bank discount window and loan participations or sales of loans.  The Corporation also generates liquidity from the regular principal payments made on its mortgage-backed security and loan portfolios.

I TEM 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to information required regarding quantitative and qualitative disclosures about market risk from the end of the preceding fiscal year to the date of the most recent interim financial statements (September 30, 2004).

16


I TEM 4.  Controls and Procedures

The Corporation’s Chief Executive Officer and Chief Financial Officer, with the assistance of other members of the Corporation’s management, have evaluated the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures are effective.

The Corporation’s Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in the Corporation’s internal control over financial reporting that have materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

The Corporation’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system reflects resource constraints; the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, control may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

P ART II.  OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

              Period

 

Total
Number of
Shares
Purchased

 

Weighted
Average
Price Paid
per Share

 

Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs

 

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      July 1-31, 2004

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

  August 1-31, 2004

 

 

 

2,926

 

 

 

 

26.36

 

 

 

 

 

 

 

 

 

 

September 1-30, 2004

 

 

 

1,110

 

 

 

 

30.29

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

             Total

 

 

 

4,036

 

 

 

$

27.44

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 



 

 

 



 

 

 



 

 

All share and per share amounts have been restated to reflect the 10 percent stock dividend declared September 9, 2004.

Note:  The Corporation has no repurchase plan or program.  All shares listed above are added to treasury stock through the cashless exercise of employee and director stock options as allowed in the Stock Option Plans.

17



 

a. Exhibits

 

 

 

 

3

Articles of Incorporation and By-Laws:

 

 

 

A.

Restated Certificate of Incorporation as in effect on the date of this filing is incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

 

 

 

B.

By-Laws of the Registrant as in effect on the date of this filing are incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

 

 

 

 

 

 

 

31.1

Certification of Frank A. Kissel, Chief Executive Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

 

 

 

 

 

 

31.2

Certification of Arthur F. Birmingham, Chief Financial Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

 

 

 

 

 

 

32

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act Of 2002, signed by Frank A. Kissel, Chief Executive Officer of the Corporation, and Arthur F. Birmingham, Chief Financial Officer of the Corporation.

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

 

       (Registrant)

 

 

 

 

 

DATE: November 5, 2004
By:

 

 

 


 

 

FRANK A. KISSEL

 

 

Chairman of the Board and Chief Executive Officer

 

 

 

 

 

 

 

DATE: November 5, 2004
By:

 

 

 


 

 

ARTHUR F. BIRMINGHAM 

 

 

Executive Vice President and Chief Financial Officer

 

18


EXHIBIT INDEX

Number

 

Description


 


 

 

 

3

 

Articles of Incorporation and By-Laws:

 

 

A.

Restated Certificate of Incorporation as in effect on the date of this filing is incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

 

 

B.

By-Laws of the Registrant as in effect on the date of this filing are incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

 

 

 

 

31.1

 

Certification of Frank A. Kissel, Chief Executive Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

 

 

 

31.2

 

Certification of Arthur F. Birmingham, Chief Financial Officer of the Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).

 

 

 

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act Of 2002, signed by Frank A. Kissel, Chief Executive Officer of the Corporation, and Arthur F. Birmingham, Chief Financial Officer of the Corporation.

19