-----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, VgilkuYVx95WomYXa6yRopkNS+qSU4Z0jVLcs31c15YHUET1bFcWXvc6YqyDms7Z Rad//mp/W0x7TPUWtJKAUg== 0000950123-04-005011.txt : 20040423 0000950123-04-005011.hdr.sgml : 20040423 20040423095531 ACCESSION NUMBER: 0000950123-04-005011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040419 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10458 FILM NUMBER: 04749522 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 y96566e8vk.txt NORTH FORK BANCORPORATION, INC. 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 Date of Report (Date of Earliest Event Reported): APRIL 19, 2004 NORTH FORK BANCORPORATION, INC. (Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10458 36-3154608 -------- ------- ---------- (STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER JURISDICTION NUMBER) IDENTIFICATION NO.) OF INCORPORATION)
275 Broadhollow Road Melville, New York 11747 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) (631) 844-1004 -------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits.
Exhibit Number Description - ------ ----------- 99.1 The Trust Company of New Jersey Current Report on Form 8-K filed on April 22, 2004.
SIGNATURE 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 hereunder duly authorized. Dated: April 22, 2004 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy ----------------------------------------- Name: Daniel M. Healy Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 The Trust Company of New Jersey Current Report on Form 8-K filed on April 22, 2004.
EX-99.1 3 y96566exv99w1.txt TRUST CO OF NJ 4/22/04 FORM 8-K EXHIBIT 99.1 FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429-9990 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2004 THE TRUST COMPANY OF NEW JERSEY (Exact Name of Registrant as Specified in Charter)
NEW JERSEY 12525 22-1337980 (State or Other (FDIC Insurance (IRS Employer Jurisdiction of Certificate Number) Identification No.) Incorporation)
35 JOURNAL SQUARE, JERSEY CITY, NEW JERSEY 07306 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 420-2500 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: As described in Item 12 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of The Trust Company of New Jersey dated April 19, 2004. 99.2 Press Release of The Trust Company of New Jersey dated April 22, 2004. ITEM 12.RESULTS OF OPERATION AND FINANCIAL CONDITION. On April 19, 2004, The Trust Company of New Jersey (the "Company") issued a press release regarding the declaration of a cash dividend by its Board of Directors. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. On April 22, 2004, the Company issued a press release regarding results for the quarter ended March 31, 2004. A copy of this press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press releases attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company as of, and for the quarter ended, March 31, 2004. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE 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 hereunto duly authorized. THE TRUST COMPANY OF NEW JERSEY By: /s/ William S. Burns ----------------------------------- Name: William S. Burns Title: Executive Vice President and Chief Financial Officer Date: April 22, 2004 EXHIBIT INDEX 99.1 Press Release of The Trust Company of New Jersey dated April 19, 2004. 99.2 Press Release of The Trust Company of New Jersey dated April 22, 2004. EXHIBIT 99.1 Contact: William S. Burns Executive Vice President & CFO The Trust Company of New Jersey (201) 420-4946 FOR IMMEDIATE RELEASE THE TRUST COMPANY OF NEW JERSEY DECLARES CASH DIVIDEND JERSEY CITY, NEW JERSEY, April 19, 2004 - The Trust Company of New Jersey today announced that its Board of Directors has declared a cash dividend on its common stock of $0.18 per share. The dividend is payable on May 12, 2004 to shareholders of record as of April 30, 2004. The Trust Company of New Jersey is one of the largest banks based in New Jersey. It is a full service commercial bank, founded in 1896, that operates over 90 branches and over 150 ATMs throughout New Jersey's 13 Northern and Central Counties as well as 2 locations in Rockland County, New York. For further information regarding The Trust Company of New Jersey visit our website at www.trustcompany.com. This press release contains forward-looking statements regarding North Fork Bancorporation, Inc.'s ("North Fork") acquisition of The Trust Company of New Jersey ("Trustcompany"). These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated cost savings from the acquisition cannot be fully realized within the expected time frame; (2) revenues following the acquisition are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of North Fork and Trustcompany are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which North Fork will be doing business, are less favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the businesses in which North Fork would be engaged or (8) factors occur which result in a condition to the transaction not being met. North Fork has filed with the Securities and Exchange Commission (the "SEC") a registration statement and other relevant materials in connection with the proposed merger (the "Merger"). The registration statement contains a proxy statement/prospectus to be distributed to the stockholders of Trustcompany in connection with their vote on the Merger. A definitive proxy statement/prospectus has been filed with the Securities and Exchange Commission on April 15, 2004. Investors and security holders are urged to read the registration statement (including the proxy statement/prospectus) and the other relevant materials because they contain important information about North Fork, Trustcompany and the Merger. The registration statement (including the proxy statement/prospectus) and other relevant materials, and any other documents filed by North Fork with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. The proxy statement/prospectus and other relevant materials, and any other documents filed by Trustcompany with the Federal Deposit Insurance Corporation (the "FDIC"), may be obtained at the FDIC, Registration and Disclosure Division, 550 17th Street N.W., Room F-643, Washington, D.C. 20429. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by North Fork by contacting the Corporate Secretary, North Fork Bancorporation, Inc., 275 Broadhollow Road, Melville, New York 11747, telephone: 631-844-1252 or by visiting North Fork's website at www.northforkbank.com. Investors and security holders may obtain free copies of the documents filed with the FDIC by Trustcompany by contacting The Trust Company of New Jersey, Investor Relations, 35 Journal Square, Jersey City, New Jersey 07306, telephone: 201-420-4946. Trustcompany and certain of its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Trustcompany in favor of the Merger. Information about the interests of Trustcompany's executive officers and directors in Trustcompany is set forth in the proxy statement for Trustcompany's 2004 Annual Meeting of Stockholders, which was filed with the FDIC on March 31, 2004. In addition to those interests, Alan J. Wilzig, the Chairman, President and Chief Executive Officer of Trustcompany, will become a director of North Fork following the Merger and will enter into an employment agreement and change of control agreement with North Fork. Mr. Wilzig will not receive any additional benefits in connection with the Merger other than as described in the proxy statement/prospectus. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Mr. Wilzig and Trustcompany's other executive officers and directors in the Merger by reading the proxy statement/prospectus. EXHIBIT 99.2 Contact: William S. Burns Executive Vice President & CFO The Trust Company of New Jersey (201) 420-4946 FOR IMMEDIATE RELEASE THE TRUST COMPANY OF NEW JERSEY REPORTS FIRST QUARTER 2004 EARNINGS; MERGER WITH NORTH FORK ON SCHEDULE; 20 IN-STORE BRANCH LOCATIONS TO CLOSE PRIOR TO MERGER Jersey City, N.J., April 22, 2004 - The Trust Company of New Jersey (the "Company" or "Trustcompany") (Nasdaq: TCNJ - News) today reported net income for the quarter ended March 31, 2004 of $8.1 million, or $0.42 per diluted share, versus a net loss of $4.5 million, or $0.25 per diluted share, for the fourth quarter of 2003, and net income of $3.2 million, or $0.17 per diluted share, for the first quarter of 2003. Alan J. Wilzig, Chairman, President and CEO of Trustcompany said, "The Company's business mix improved dramatically over the past year, reflecting the hard work and dedication of our employees. Versus the year-ago quarter, our net interest margin improved by 21 basis points to 3.50%, resulting from increases in loans and core deposits combined with lower levels of securities and a reduced reliance on higher-cost time deposits." Commenting on the pending merger with North Fork, Mr. Wilzig said, "The merger between Trustcompany and North Fork Bank is on schedule and our preparations to integrate Trustcompany and North Fork are substantially complete. In addition, our previously announced plan to close branches is proceeding as expected, with 20 underperforming in-store branches scheduled to close between April 27, 2004 and May 6, 2004. Following these closures, Trustcompany will have 75 branch locations, 23 of them in-store." The Company's special meeting of shareholders to approve the merger is scheduled for May 13, 2004. The merger must receive the affirmative vote of 66 2/3% of shares outstanding; holders of approximately 42% of Trustcompany shares have committed to vote in favor of the merger. Assuming the Company receives the required vote at the special meeting, the merger is expected to close on May 14, 2004. Net interest income for the first quarter 2004 decreased by 3.6% to $32.0 million from $33.2 million in the fourth quarter 2003, and increased 4.2% from $30.8 million in the first quarter 2003. The net interest margin for the current quarter was 3.50%, representing a five basis point decrease from the 3.55% achieved in the fourth quarter 2003, and a 21 basis point improvement from 3.29% in the first quarter 2003. The first quarter 2004 net interest margin was positively impacted by a shift in funding sources away from higher cost time deposits to lower cost core deposits (defined as total deposits less time deposits) and an improved earning asset mix as the volume of loans increased compared to both earlier quarterly periods. Fourth quarter 2003 net interest margin was positively affected by approximately four basis points as a result of the collection of interest on loans categorized as non-accrual. Average interest earning assets were $3,890 million in the first quarter 2004, $3,958 million in the fourth quarter 2003 and $3,994 million in the first quarter 2003. Lower cost core deposits amounted to $1,822 million in the first quarter 2004, $1,883 million in the fourth quarter 2003 and $1,786 million in the first quarter 2003. Non-interest income was $15.8 million for the first quarter 2004, compared to $8.4 million for the fourth quarter 2003 and $12.4 million for the first quarter 2003. The increase was principally attributable to net gains on securities sales in the 2004 first quarter of $9.0 million, partially offset by lower gains on sales of securitizations and loans as compared with the linked and prior year quarters. Gains on sales of securitizations and loans amounted to $0.4 million in the first quarter 2004, $0.9 million in the fourth quarter 2003 and $4.8 million in the first quarter 2003. First quarter 2003 included $1.2 million of life insurance proceeds related to the death of the Company's former chairman. 2 Non-interest expense amounted to $35.2 million in the first quarter 2004, compared to $38.7 million in the fourth quarter 2003 and $41.1 million in the first quarter 2003. Salaries and employee benefits were $16.6 million in the first quarter 2004 versus $15.2 million in the fourth quarter 2003 and $21.9 million in the first quarter 2003. The increase in salaries and benefits from the fourth quarter 2003 to the first quarter 2004 was principally attributable to salary increases and higher payroll taxes. The decrease in salaries and employee benefits for the first quarter 2004 compared with the first quarter 2003 was due to the inclusion of $7.9 million of death benefits for the former chairman in the 2003 first quarter, partly offset by the impact of hiring new members of senior management and higher levels of employee benefit plan expense. Pension expense (income) amounted to $2.4 million in the first quarter 2004, $(5.7) million in the fourth quarter 2003 and $2.4 million in the first quarter 2003. The Company accounts for pension expense under the "immediate recognition" method whereby changes in pension plan assets and the benefit obligation due to market factors are immediately reflected in pension expense. The Company recorded mortgage servicing asset valuation expense of $80,000 in the first quarter 2004, $1.1 million in the fourth quarter 2003 and $0.3 million in the first quarter 2003. The reduction in expense from the fourth quarter 2003 to the first quarter 2004 was reflective of the slowing in mortgage refinancing activity. Other expense totaled $6.8 million in the first quarter 2004, compared to $13.9 million in the fourth quarter 2003 and $8.4 million in the first quarter 2003. The fourth quarter 2003 included a $5.0 million provision for unreconciled general ledger accounts and $1.9 million of expenses related to branch closings, abandoned plans to form a holding company and issue trust preferred securities, retirement plan restructuring and special legal and consulting fees. First quarter 2003 included $1.8 million of expenses relating to special auditing and legal fees. In connection with its merger agreement with North Fork, Trustcompany committed to sell certain commercial real estate loans to one borrower totaling $29.2 million (including unfunded commitments of $0.9 million) for up to $20 million and, in the fourth quarter of 2003, recognized a charge of $9.2 million, reclassified the remaining 3 balance of the loans to the held-for-sale category and placed the loans on non-accrual status. Excluding loans held-for-sale, total net loan charge-offs for the first quarter 2004 were $1.3 million versus $1.2 million for the fourth quarter 2003 and $0.5 million in the first quarter 2003. The annualized charge-off ratios were 0.23% for the first quarter 2004, 0.22% for the fourth quarter 2003 and 0.09% for the first quarter 2003. The provision for loan losses was $1.3 million for the first quarter 2004, $10.2 million (including $9.2 million related to the charge-off of loans transferred to the held-for-sale category) for the fourth quarter 2003 and $0.8 million for the first quarter 2003. OREO was $3.1 million as of March 31, 2004, down 5.4% from $3.3 million at December 31, 2003, and down 64.8% from $8.8 million at March 31, 2003. Total non-accrual loans held in portfolio were $4.1 million at March 31, 2004, $4.6 million at December 31, 2003 and $5.6 million at March 31, 2003. Non-performing assets, excluding loans held-for-sale, decreased to 0.17% of total assets at March 31, 2004, down from 0.18% of total assets at December 31, 2003 and 0.33% at March 31, 2003. The allowance for loan losses as a percent of non-accrual loans held in portfolio increased to 246.5% at March 31, 2004 from 222.4% at December 31, 2003 and 185.0% at March 31, 2003. Book value amounted to $14.97 per share as of March 31, 2004 versus $14.55 per share one year ago. The Company has virtually no intangible assets on its balance sheet. Average core deposits as a percent of average total deposits increased to 56.1% for the current quarter from 52.7% a year ago. The Company's tier 1 risk-based capital, total risk-based capital and leverage ratios were 10.23%, 10.65%, and 6.00%, respectively, at March 31, 2004. The Company's tier 1 risk-based capital and total risk-based capital and leverage ratios were 9.63%, 10.03%, and 5.75%, respectively, at December 31, 2003 and 9.73%, 10.15%, and 5.54%, respectively, at March 31, 2003. The Company is considered "well-capitalized" under regulatory guidelines. 4 The Trust Company of New Jersey is one of the largest banks based in New Jersey. It is a full service commercial bank, founded in 1896, that currently operates over 90 branches and over 150 ATMs throughout New Jersey's 13 Northern and Central Counties as well as 2 locations in Rockland County, New York. For further information regarding The Trust Company of New Jersey visit our website at WWW.TRUSTCOMPANY.COM. Non-historical statements in Trustcompany's press release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These may be identified by the use of words or phrases such as "believe," "expect," "anticipate," and "potential" or other words or phrases of similar import. These forward-looking statements are based on Trustcompany's current expectations. A wide variety of factors could cause Trustcompany's actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, developments, and results of Trustcompany's business include, among others, interest rate movements, competition from both financial and non-financial institutions, changes in applicable laws and regulations, regulatory initiatives and directives, the timing and occurrence (or non-occurrence) of transactions and events that may be subject to circumstances beyond Trustcompany's control and general economic and geopolitical conditions. This press release contains forward-looking statements regarding North Fork Bancorporation, Inc.'s ("North Fork") acquisition of Trustcompany. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) estimated cost savings from the acquisition cannot be fully realized within the expected time frame; (2) revenues following the acquisition are lower than expected; (3) competitive pressure among depository institutions increases significantly; (4) costs or difficulties related to the integration of the businesses of North Fork and Trustcompany are greater than expected; (5) changes in the interest rate environment reduce interest margins; (6) general economic conditions, either nationally or in the markets in which North Fork will be doing business, are less favorable than expected; (7) legislation or changes in regulatory requirements adversely affect the businesses in which North Fork would be engaged or (8) factors occur which result in a condition to the transaction not being met. North Fork has filed with the Securities and Exchange Commission (the "SEC") a registration statement and other relevant materials in connection with the proposed merger (the "Merger"). The registration statement contains a proxy statement/prospectus to be distributed to the stockholders of Trustcompany in connection with their vote on the Merger. A definitive proxy statement/prospectus has been filed with the Securities and Exchange Commission on April 15, 2004. Investors and security holders are urged to read the registration statement (including the proxy statement/prospectus) and the other relevant materials because they contain important information about North Fork, Trustcompany and the Merger. The registration statement (including the proxy statement/prospectus) and other relevant materials, and any other documents filed by North Fork with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. The proxy statement/prospectus and other relevant materials, and any other documents filed by Trustcompany with the Federal Deposit Insurance Corporation (the "FDIC"), may be obtained at the FDIC, Registration and Disclosure Division, 550 17th Street N.W., Room F-643, Washington, D.C. 20429. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by North Fork by contacting the Corporate Secretary, North Fork Bancorporation, Inc., 275 Broadhollow Road, Melville, New York 11747, telephone: 631-844-1252 or by visiting North Fork's website at 5 www.northforkbank.com. Investors and security holders may obtain free copies of the documents filed with the FDIC by Trustcompany by contacting The Trust Company of New Jersey, Investor Relations, 35 Journal Square, Jersey City, New Jersey 07306, telephone: 201-420-4946. Trustcompany and certain of its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Trustcompany in favor of the Merger. Information about the interests of Trustcompany's executive officers and directors in Trustcompany is set forth in the proxy statement for Trustcompany's 2004 Annual Meeting of Stockholders, which was filed with the FDIC on March 31, 2004. In addition to those interests, Alan J. Wilzig, the Chairman, President and Chief Executive Officer of Trustcompany, will become a director of North Fork following the Merger and will enter into an employment agreement and change of control agreement with North Fork. Mr. Wilzig will not receive any additional benefits in connection with the Merger other than as described in the proxy statement/prospectus. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Mr. Wilzig and Trustcompany's other executive officers and directors in the Merger by reading the proxy statement/prospectus. 6 THE TRUST COMPANY OF NEW JERSEY CONSOLIDATED STATEMENTS OF CONDITION ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED MARCH 31, DECEMBER 31, ASSETS 2004 2003 ----------- ----------- Cash and due from banks $ 106,703 $ 117,403 Federal funds sold 110,000 30,000 ----------- ----------- Total cash and cash equivalents 216,703 147,403 Securities: Available for sale, at market value 1,587,219 1,678,406 Held to maturity (market value $57,081 in 2003) -- 52,427 ----------- ----------- Total securities 1,587,219 1,730,833 Loans: Held for sale (1) 18,941 66,095 Held in portfolio, net of unearned income 2,184,366 2,132,706 Allowance for loan losses (10,191) (10,144) ----------- ----------- Loans, net 2,193,116 2,188,657 Premises and equipment 37,846 39,135 Other real estate owned 3,094 3,271 Accrued interest receivable 19,304 20,602 Bank owned life insurance 70,852 70,093 Prepaid pension cost and other assets 75,582 78,011 ----------- ----------- TOTAL ASSETS $ 4,203,716 $ 4,278,005 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing demand $ 621,353 $ 627,830 Interest bearing - NOW and money market 659,776 659,928 Savings 550,668 560,883 Time 1,389,077 1,458,042 ----------- ----------- Total deposits 3,220,874 3,306,683 Securities sold under agreements to repurchase and other borrowings 114,795 121,331 Federal Home Loan Bank advances 550,000 550,000 Deferred taxes and other liabilities 41,592 36,626 ----------- ----------- Total liabilities 3,927,261 4,014,640 Common stock, $2.00 par value; authorized 72,000,000 shares; issued and outstanding 18,467,935 in 2004 and 18,387,801 in 2003 36,936 36,776 Additional paid-in capital 31,370 30,061 Retained earnings 186,909 182,135 Accumulated other comprehensive income 21,240 14,393 ----------- ----------- Total stockholders' equity 276,455 263,365 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,203,716 $ 4,278,005 =========== ===========
(1) Includes $-0- and $46,981 of residential mortgages at March 31, 2004 and December 31, 2003, respectively, and $18,941 and $19,114 of commercial real estate loans to a single borrower at March 31, 2004 and December 31, 2003, respectively. THE TRUST COMPANY OF NEW JERSEY CONSOLIDATED STATEMENTS OF INCOME ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
UNAUDITED QUARTERS ENDED MARCH 31, DECEMBER 31, MARCH 31, 2004 2003 2003 ------------ ------------ ------------ INTEREST INCOME Interest and fees on loans $ 32,060 $ 33,490 $ 33,482 Interest on Federal funds sold 130 278 244 Interest and dividends on securities Taxable 13,553 13,699 16,054 Exempt from Federal Income Taxes 3,214 3,217 3,397 ------------ ------------ ------------ Total interest income 48,957 50,684 53,177 INTEREST EXPENSE Interest on deposits 10,496 10,996 14,912 Interest on borrowed funds 6,418 6,440 7,510 ------------ ------------ ------------ Total interest expense 16,914 17,436 22,422 ------------ ------------ ------------ Net interest income 32,043 33,248 30,755 Provision for loan losses 1,310 10,200 800 ------------ ------------ ------------ Net interest income after provision for loan losses 30,733 23,048 29,955 NON-INTEREST INCOME Service charges on deposit accounts and other retail banking fees 4,565 4,811 5,070 Trust department income 788 723 367 Bank owned life insurance 759 781 2,047 Net gains on securities sales 8,972 809 97 Gains on sales of securitizations and loans 391 937 4,804 Other income 351 297 63 ------------ ------------ ------------ Total non-interest income 15,826 8,358 12,448 NON-INTEREST EXPENSE Salaries and employee benefits 16,564 15,159 21,911 Pension expense (income) 2,375 (5,730) 2,412 Occupancy expense, net of rental income 3,854 3,487 3,933 Furniture and equipment expense 2,260 2,372 2,234 Outside data processing services 1,458 1,505 1,437 Other real estate owned (income) expenses, net 67 (279) 509 Merger related expenses 1,691 7,173 -- Mortgage servicing asset valuation expense 80 1,147 284 Other expense 6,835 13,851 8,417 ------------ ------------ ------------ Total non-interest expense 35,184 38,685 41,137 Income (loss) before provision for income taxes 11,375 (7,279) 1,266 Provision (benefit) for income taxes 3,281 (2,750) (1,962) ------------ ------------ ------------ NET INCOME (LOSS) $ 8,094 $ (4,529) $ 3,228 ============ ============ ============ EARNINGS PER COMMON SHARE Basic $ 0.44 ($ 0.25) $ 0.18 ============ ============ ============ Diluted $ 0.42 ($ 0.25) $ 0.17 ============ ============ ============ WEIGHTED AVERAGE SHARES OUTSTANDING Basic 18,417,419 18,352,843 18,342,715 ============ ============ ============ Diluted 19,217,209 18,352,843 18,743,939 ============ ============ ============
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