10-Q 1 form10q093006.txt FORM 10Q AS OF 09-30-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 10-Q ----------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006 Commission File number 1-10518 INTERCHANGE FINANCIAL SERVICES CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-2553159 ---------- ---------- (State or other jurisdiction of (IRS Employer incorporation) Identification No.) Park 80 West/Plaza Two, Saddle Brook, NJ 07663 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 703-2265 Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Sections 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one): |_| Large Accelerated Filer |X| Accelerated Filer |_| Non-accelerated Filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| The number of outstanding shares of the Registrant's common stock, no par value per share, as of October 31, 2006, was 20,449,499. INTERCHANGE FINANCIAL SERVICES CORPORATION INDEX PART I FINANCIAL INFORMATION Page No. Item 1 Financial Statements Unaudited Condensed Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005..........................1 Unaudited Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2006 and 2005...........2 Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity for the nine months ended September 30, 2006 and 2005.......................................3 Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005.................4 Notes to Unaudited Condensed Consolidated Financial Statements....5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations..............................21 Item 3 Quantitative and Qualitative Disclosures About Market Risk.......36 Item 4 Controls and Procedures..........................................40 PART II OTHER INFORMATION Item 1 Legal Proceedings................................................41 Item 1A Risk Factors.....................................................41 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds......42 Item 3 Defaults upon Senior Securities..................................42 Item 4 Submission of Matters to a Vote of Security Holders..............42 Item 5 Other Information................................................42 Item 6 Exhibits.........................................................42 Signatures.......................................................43 PART I - FINANCIAL INFORMATION Item 1: FINANCIAL STATEMENTS Interchange Financial Services Corporation
----------------------------------------------------------------------------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ---------------------------------------------------------------------------------------------- (dollars in thousands, except share data) (unaudited) September 30, December 31 2006 2005 --------------- ----------- Assets Cash and due from banks $ 38,046 $ 42,620 Interest bearing demand deposits 1 4 --------------- ----------- Total cash and cash equivalents 38,047 42,624 --------------- ----------- Securities held-to-maturity at amortized cost (estimated fair value of $31,113 and $36,199 for September 30, 2006 and December 31, 2005, respectively) 30,687 35,714 --------------- ----------- Securities available-for-sale at estimated fair value (amortized cost of $288,900 and $324,548 for September 30, 2006 and December 31, 2005, respectively) 286,327 320,752 --------------- ----------- Loans held-for-sale 2,261 1,487 --------------- ----------- Loans and leases (net of unearned income and deferred fees of $6,913 and $6,786 for September 30, 2006 and December 31, 2005, respectively) 1,137,803 1,104,482 Less: Allowance for loan and lease losses 10,305 10,646 --------------- ----------- Net loans and leases 1,127,498 1,093,836 --------------- ----------- Bank owned life insurance 27,767 26,941 Premises and equipment, net 16,593 17,509 Foreclosed assets and other repossessed assets 148 122 Goodwill 68,922 68,910 Intangible assets 4,903 5,469 Accrued interest receivable and other assets 18,122 18,022 --------------- ----------- Total assets $ 1,621,275 $ 1,631,386 =============== =========== Liabilities Deposits Non-interest bearing $ 226,433 $ 260,151 Interest bearing 1,006,400 999,957 --------------- ----------- Total deposits 1,232,833 1,260,108 --------------- ----------- Securities sold under agreements to repurchase 12,264 3,939 Short-term borrowings 64,580 46,150 Long-term borrowings 90,328 110,333 Subordinated debentures 20,620 20,620 Accrued interest payable and other liabilities 11,551 11,234 --------------- ----------- Total liabilities 1,432,176 1,452,384 --------------- ----------- Commitments and contingent liabilities Stockholders' equity: Common stock, without par value; 33,750,000 shares authorized; 20,442,499 and 20,138,668 shares issued and outstanding for September 30, 2006 and December 31, 2005, respectively. 5,397 5,397 Capital surplus 97,395 97,238 Retained earnings 105,891 99,222 Accumulated other comprehensive loss, net of taxes of $1,005 and ($1,497) for September 30, 2006 and December 31, 2005, respectively. (1,580) (2,310) --------------- ----------- 207,103 199,547 Less: Treasury stock 18,004 20,545 --------------- ----------- Total stockholders' equity 189,099 179,002 --------------- ----------- Total liabilities and stockholders' equity $ 1,621,275 $ 1,631,386 =============== =========== ----------------------------------------------------------------------------------------------- See notes to unaudited condensed consolidated financial statements.
1
Interchange Financial Services Corporation --------------------------------------------------------------------------------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF INCOME --------------------------------------------------------------------------------------------------------------- (in thousands, except per share data) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------ 2006 2005 2006 2005 ---------- ------------ ------------- ---------- Interest income Interest on loans and leases $ 20,138 $ 17,097 $ 58,578 $ 47,907 Interest on federal funds sold 5 17 5 18 Interest and dividends on securities Taxable interest income 2,700 2,342 7,783 7,464 Interest income exempt from federal income taxes 644 545 1,970 1,332 Dividends 170 59 428 196 --------- ------------ ------------- ----------- Total interest income 23,657 20,060 68,764 56,917 --------- ------------ ------------- ----------- Interest expense Interest on deposits 7,828 5,265 21,404 13,782 Interest on securities sold under agreements to repurchase 83 35 180 91 Interest on short-term borrowings 1,006 370 2,133 900 Interest on long-term borrowings and subordinated debentures 1,298 686 4,106 1,391 --------- ------------ ------------- ----------- Total interest expense 10,215 6,356 27,823 16,164 --------- ------------ ------------- ----------- Net interest income 13,442 13,704 40,941 40,753 Provision for loan and lease losses 150 300 450 700 --------- ------------ ------------- ----------- Net interest income after provision for loan and lease losses 13,292 13,404 40,491 40,053 --------- ------------ ------------- ----------- Non-interest income Service fees on deposit accounts 929 910 2,829 2,682 Net gain on sale of securities 41 77 130 394 Net gain on sale of loans and leases 175 498 931 877 Bank owned life insurance 276 270 826 819 Commissions on sale of annuities and mutual funds 140 237 417 567 Other 794 685 2,688 2,008 --------- ------------ ------------- ----------- Total non-interest income 2,355 2,677 7,821 7,347 --------- ------------ ------------- ----------- Non-interest expense Salaries and benefits 5,228 5,236 16,091 15,145 Occupancy 1,602 1,382 4,833 4,188 Furniture and equipment 319 309 1,041 940 Advertising and promotion 190 242 724 1,060 Amortization of intangible assets 186 126 566 378 Other 2,151 1,952 6,721 5,870 --------- ------------ ------------- ----------- Total non-interest expense 9,676 9,247 29,976 27,581 --------- ------------ ------------- ----------- Income before income taxes 5,971 6,834 18,336 19,819 Income taxes 1,828 2,158 5,560 6,208 --------- ------------ ------------- ----------- Net income $ 4,143 $ 4,676 $ 12,776 $ 13,611 ========= ============ ============= =========== Basic earnings per common share $0.20 $0.24 $0.63 $0.71 ===== ===== ===== ===== Diluted earnings per common share $0.20 $0.24 $0.61 $0.69 ===== ===== ===== ===== --------------------------------------------------------------------------------------------------------------- See notes to unaudited condensed consolidated financial statements.
2
Interchange Financial Services Corporation ------------------------------------------------------------------------------------------------------------------------ CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------ (dollars in thousands, except per share data) (unaudited) Accumulated Other Comprehensive Retained Comprehensive Common Capital Treasury Income Earnings Income (Loss) Stock Surplus Stock Total ------------- -------- ------------- ------ ------- --------- --------- Balance at January 1, 2005 $ 86,542 $ (633) $5,397 $73,320 $ (14,471) $150,155 Comprehensive income Net Income $ 13,611 13,611 13,611 Other comprehensive losses, net of taxes Less: unrealized losses on AFS debt securities (1,378) Less: net gains on disposition of securities (236) ---------- Other comprehensive losses, net of taxes (1,614) (1,614) (1,614) ---------- Comprehensive income $ 11,997 ========== Dividends on common stock (5,170) (5,170) Issued 18,772 shares of common stock in connection with Executive Compensation Plan 173 162 335 Exercised 30,585 option shares 38 241 279 Purchased 6,455 shares of common stock (112) (112) Payout of fractional shares resulting from the three-for-two stock split declared January 18, 2005 and paid on February 18, 2005 (7) (7) -------- ----------- ------- -------- --------- --------- Balance at September 30, 2005 94,976 (2,247) 5,397 73,531 (14,180) 157,477 Comprehensive income Net Income $ 6,094 6,094 6,094 Other comprehensive losses, net of taxes Less: unrealized losses on AFS debt securities (53) Less: net gains on disposition of securities - Minimum pension liability adjustment (10) ---------- Other comprehensive losses, net of taxes (63) (63) (63) ---------- Comprehensive income $ 6,031 ========== Dividends on common stock (1,843) (1,843) Issued 1,323,181 shares of common stock in connection with the acquisition of Franklin Bank 23,738 23,738 Exercised 14,437 option shares (31) 142 111 Purchased 321,737 shares of common stock (5,791) (5,791) Payout of fractional shares in connection with the acquisition of Franklin Bank (5) (5) Reacquired 39,228 shares in settlement of lawsuit (716) (716) -------- ----------- ------- -------- --------- --------- Balance at December 31, 2005 99,222 (2,310) 5,397 97,238 (20,545) 179,002 Comprehensive income Net Income 12,776 12,776 12,776 Other comprehensive losses, net of taxes Add: unrealized gains on AFS debt securities 957 Less: net gains on disposition of securities (227) ---------- Other comprehensive losses, net of taxes 730 730 730 ---------- Comprehensive income $ 13,506 ========== Dividends on common stock (6,107) (6,107) Unvested restricted stock (210) (210) Amortization of deferred compensation of restricted stock 336 336 Sale of 10,412 of discounted shares of stock 40 108 148 Exercised 232,160 option shares (181) 2,442 2,261 Forfeiture of 554 shares from restricted stock issued (4) (5) (9) Tax benefit from exercise of 56,100 nonincentive option shares 176 176 Purchased 227 shares of common stock (4) (4) --------- ----------- ------- -------- --------- --------- Balance at September 30, 2006 $ 105,891 $ (1,580) $5,397 $97,395 $(18,004) $189,099 ========= =========== ======= ======== ========= ========= ------------------------------------------------------------------------------------------------------------------------ See notes to unaudited condensed consolidated financial statements. All share data was restated to reflect a 3-for-2 stock split declared on January 18, 2005 and paid on February 18, 2005.
3
INTERCHANGE FINANCIAL SERVICES CORPORATION ---------------------------------------------------------------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, ---------------------------------------------------------------------------------------------- (in thousands) (unaudited) 2006 2005 ------------ ---------- Cash flows from operating activities Net income $ 12,776 $ 13,611 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 1,723 1,495 Amortization of securities premiums 1,919 3,043 Accretion of securities discounts (617) (175) Amortization of loan premiums 54 67 Amortization of premiums in connection with acquisition 512 518 Provision for loan and lease losses 450 700 Increase in cash surrender value of Bank Owned Life Insurance (826) (819) Net gain on sale of securities (130) (394) Origination of loans held for sale (23,488) (22,766) Net gain on sale of loans and leases (931) (877) Net gain on sale of fixed assets (3) - Write off of foreclosed and repossessed assets 68 13 Net loss on sale of foreclosed and repossessed assets 2 - Decrease (increase) in operating assets Accrued interest receivable 197 (673) Deferred taxes (248) 1,243 Sale of loans held for sale 23,628 23,584 Other Assets (769) (3,313) Increase (decrease) in operating liabilities Accrued interest payable 382 528 Other (65) 885 ------------ ---------- Cash provided by operating activities 14,634 16,670 ------------ ---------- Cash flows from investing activities (Payments for) proceeds from Net originations of loans and leases (35,027) (112,778) Purchase of loans and leases - (4,678) Sale of loans and leases 686 1,792 Purchase of securities available-for-sale (129,031) (136,466) Maturities of securities available-for-sale 127,425 92,475 Sale of securities available-for-sale 36,207 89,926 Maturities of securities held-to-maturity 19,536 1,705 Sale of securities held-for-sale - 270 Sale of foreclosed and other repossessed assets 72 - Purchase of securities held-to-maturity (14,634) (21,891) Purchase of fixed assets (2,945) (1,054) Premium in connection with acquisition 6 - Sale of fixed assets 2,380 1,171 ------------ ---------- Cash provided by (used in) investing activities 4,675 (89,528) ------------ ---------- Cash flows from financing activities Proceeds from (payments for) Net change in deposits (27,227) 19,996 Securities sold under agreements to repurchase and other borrowings 854,457 801,865 Retirement of securities sold under agreement to repurchase and other borrowings (847,707) (763,411) Issuance of long term subordinated debentures - 20,620 Dividends (6,107) (5,170) Common stock issued 274 335 Forfeiture of restricted stock (9) - Payout of fractional shares resulting from 3-for-2 stock split - (7) Exercise of nonincentive option shares 755 - Tax benefit from exercise of nonincentive stock options 176 - Treasury stock (4) (112) Exercise of incentive option shares 1,506 279 ------------ ---------- Cash provided by (used in) financing activities (23,886) 74,395 ------------ ---------- Increase in cash and cash equivalents (4,577) 1,537 Cash and cash equivalents, beginning of period 42,624 33,110 ------------ ---------- Cash and cash equivalents, end of period $ 38,047 $ 34,647 ============ ========== Supplemental disclosure of cash flow information: Cash paid for: Interest $ 27,823 $ 15,883 Income taxes 6,962 7,217 Supplemental disclosure of non-cash investing and financing activities: Loans transferred to foreclosed real estate and other repossessed assets 168 13 ---------------------------------------------------------------------------------------------- See notes to unaudited condensed consolidated financial statements.
4 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Interchange Financial Services Corporation and certain of its wholly owned subsidiaries (on a consolidated basis, the "Company") including its principal operating subsidiary, Interchange Bank (the "Bank") and Clover Leaf Mortgage Company, and have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and in accordance with the rules and regulations of the Securities and Exchange Commission. The Company has two wholly owned trusts which are not consolidated, see Note 13 "Subordinated Debentures" for a more detailed discussion of these subsidiaries. Pursuant to such rules and regulations, certain information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and schedules thereto included in Amendment No. 1 to the annual report on Form 10-K/A of the Company for the year ended December 31, 2005. The condensed consolidated financial data for the nine month periods ended September 30, 2006 and 2005, are unaudited but reflect adjustments consisting of only normal recurring adjustments which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the interim periods. The results of operations for interim periods are not necessarily indicative of results to be expected for any other period or the full year. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates pertain to the allowance for loan and lease losses, the fair value of financial instruments, goodwill, intangibles, income taxes and retirement benefits. New Accounting Pronouncements: In February 2006, the Financial Accounting Standards Board ("FASB") issued statement No. 155, "Accounting for Certain Hybrid Financial Instruments" ("SFAS No. 155"). Under current generally accepted accounting principles an entity that holds a financial instrument with an embedded derivative must bifurcate the financial instrument, resulting in the host and the embedded derivative being accounted for separately. SFAS No. 155 permits, but does not require, entities to account for financial instruments with an embedded derivative at fair value thus negating the need to bifurcate the instrument between its host and 5 the embedded derivative. SFAS No. 155 is effective as of the beginning of the first annual reporting period that begins after September 15, 2006. We expect that SFAS No. 155 will not have a material effect on our consolidated financial condition or results of operations. In March 2006, the FASB issued statement No. 156, "Accounting for Servicing of Financial Assets" ("SFAS No. 156"). SFAS No. 156 amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to require that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. SFAS No. 156 permits, but does not require, the subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value. An entity that uses derivative instruments to mitigate the risks inherent in servicing assets and serving liabilities is required to account for those derivative instruments at fair value. SFAS No. 156 is effective as of the beginning of the first annual reporting period that begins after September 15, 2006. We expect that SFAS No. 156 will not have a material effect on our financial condition or results of operations. In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109, Accounting for Income Taxes, which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation requires that the Company recognize in the financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective beginning January 1, 2007 with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact of adopting FIN 48 on the financial condition or results of operations. On September 29, 2006, the Financial Accounting Standards Board "FASB" issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans ("SFAS 158"), which amends SFAS 87 and SFAS 106 to require recognition of the overfunded or underfunded status of pension and other postretirement benefit plans on the balance sheet. Under SFAS 158, gains and losses, prior service costs and credits, and any remaining transition amounts under SFAS 87 and SFAS 106 that have not yet been recognized through net periodic benefit cost will be recognized in accumulated other comprehensive income, net of tax effects, until they are amortized as a component of net periodic cost. The measurement date -- the date at which the benefit obligation and plan assets are measured -- is required to be the company's fiscal year end. SFAS 158 is effective for publicly-held companies for fiscal years ending after December 15, 2006, except for the measurement date provisions, which are effective for fiscal years ending after December 15, 2008. The Company is currently analyzing the effects of SFAS 158 but does not expect its implementation will have a significant impact on the Company's financial conditions or results of operations. On September 13, 2006, the Securities and Exchange Commission "SEC" issued Staff Accounting 6 Bulleting No. 108 ("SAB 108"). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a potential current year misstatement. Prior to SAB 108, Companies might evaluate the materiality of financial-statement misstatements using either the income statement or balance sheet approach, with the income statement approach focusing on new misstatements added in the current year, and the balance sheet approach focusing on the cumulative amount of misstatement present in a company's balance sheet. Misstatements that would be material under one approach could be viewed as immaterial under another approach, and not be corrected. SAB 108 now requires that companies view financial statement misstatements as material if they are material according to either the income statement or balance sheet approach. The Company has analyzed SAB 108 and determined that upon adoption it will have no impact on the reported results of operations or financial conditions. Fair Value Measurement: In September 2006, FASB issued FASB Statement No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 provides guidance for using fair value of measure assets and liabilities. FAS 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value. FAS 157 provides guidance about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect that fair value measurements have on earnings. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The implementation of FAS 157 is not expected to have a material impact on the Company's financial condition or results of operations. Stock Based Compensation: The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based Payment ("SFAS No. 123(R)"), on January 1, 2006 using the "modified prospective" method. Under this method, awards that are granted, modified, or settled after December 31, 2005, are measured and accounted for in accordance with SFAS No. 123(R). Also under this method, expense is recognized for unvested awards that were granted prior to January 1, 2006, based upon the fair value determined at the grant date under SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"). Prior to the adoption of SFAS No. 23(R), the Company accounted for stock compensation under the intrinsic value method permitted by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25") and related interpretations. Accordingly, the Company previously recognized no compensation cost for employee stock options that were granted with an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123(R) in 2005 (in thousands) (unaudited). 7 ------------- ------------ For the three For the nine months ended months ended September 30, September 30, 2005 2005 ------------- ------------- Net Income As reported $4,676 $13,611 Less: Total stock-based compensation expense determined under the fair value method for all rewards, net of related tax effects 260 782 ------------- ------------- Pro-forma $4,416 $12,829 ============= ============= Earnings per share: Basic: As reported 0.24 0.71 Pro forma 0.23 0.67 Diluted: As reported 0.24 0.69 Pro forma 0.23 0.66 On October 18, 2005, the Compensation Committee of the Board approved the accelerated vesting of all then outstanding unvested options to purchase common stock of the Company previously awarded to employees, officers and directors. No options were granted during the nine months ended September 30, 2006. As a result of these actions, there was no option expense or unrecognized costs recorded during the period. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used for option grants issued during the nine months ended September 30, 2005: dividend yield of 2.00%; expected volatility of 23.07%; risk-free interest rate of 3.87%; and expected lives of approximately 7 years. Director Stock Compensation Program In 2000, the Company adopted a stock option plan, titled "Outside Director's Incentive Compensation Plan" (the "Director's Stock Plan") that covers those members of the Board of Directors of the Company who have not served as a full-time employee of the Company or any of its subsidiaries during the prior twelve-month period. Under this plan, options to purchase a maximum of 225,000 shares of Interchange common stock may be granted at fair market value at the date of grant. Options to purchase 157,000 shares (net of forfeitures) have been granted to date. Options granted expire if not exercised within ten years of date of grant and are exercisable according to a vesting schedule, starting one year from the date of grant. Only non-qualified stock options are granted under the Director's Stock Plan. During 2005, the Board of Directors froze the issuance of any future stock option grants from the plan. 8 Employee Stock Option Plan The Company maintains two stock option and incentive plans: the Stock Option and Incentive Plan of 1997, as amended, and the 2005 Omnibus Stock and Incentive Plan (together "the Plans"), that covers certain key employees. The Compensation Committee administers the Plans, reviews the awards and submits recommendations to the full board of directors for action. Options granted expire if not exercised within ten years of date of grant and are exercisable according to a vesting schedule, starting one year from the date of grant. Pursuant to the Plans, incentive stock options or non-qualified stock options may be granted to employees. In addition, the 2005 Omnibus Stock and Incentive Plan allows for other types of stock based awards to be issued including stock appreciation rights. During 2005 the Board of Directors froze the issuance of any future stock option grants from the Plans. The following table presents the activity related to options under all plans for the nine months ended September 30, 2006 (in thousands) (unaudited). Weighted- Options Average Exercise Price --------------------------- Outstanding at January 1,407,919 $ 12.41 Granted - - Excercised (232,160) 9.74 Forfeited - - ------------------------ Outstanding at September 30 1,175,759 $ 12.94 ======================== All options are exercisable as of September 30, 2006. The weighted average remaining life of options outstanding at September 30, 2006 was 6.3 years. Restricted Stock Restricted Stock provides grantees with rights to shares of common stock upon completion of achievement of Company performance measures. During the restriction period, all shares are considered outstanding and dividends are paid on the Restricted Stock. The Restricted Stock vests over three years from date of grant. The Company recognizes compensation expense, measured as the quoted market price of the Restricted Stock on the grant date, on a straight-line basis over the vesting period for service period vesting. Restricted Stock is cancelled if an employee terminates prior to the vesting of the stock. As of September 30, 2006, unrecognized compensation cost related to unvested restricted stock totaled $1.1 million. The cost is expected to be recognized over a weighted average period of 2.3 years. The total grant date fair value of shares vested during the nine months ended September 30, 2006 and 2005 was $263,000 and $253,000, respectively. 9 The following table presents the activity for restricted stock for the nine months ended September 30, 2006. Weighted Average Grant-Date Fair Number of Shares Value (000) ------------------ ------------------- Unvested as of December 31, 2005 52,782 $ 680 Granted 72,448 1,231 Vested (24,694) (263) Forfeited (554) (10) ------------------- ------------------- Unvested as of September 30, 2006 99,982 $ 1,638 =================== =================== 2. Pending Merger On April 13, 2006, the Company announced that it had entered into a definitive agreement whereby TD Banknorth Inc. would acquire the Company for approximately $480.6 million in an all cash transaction. The terms of the merger agreement call for each outstanding share of the Company's common stock to be converted into the right to receive $23.00 in cash per share. On October 16, 2006 at its annual meeting Interchange shareholders approved the merger agreement between TD Banknorth Inc. and the Company. 3. Acquisitions On October 13, 2005 the Company completed its acquisition of Franklin Bank ("Franklin"), a one branch bank operating in Nutley, Essex County, New Jersey. The Company's acquisition of Franklin is intended to further enhance Interchange's presence in northern New Jersey. At October 13, 2005 Franklin had approximately, $87.0 million in total assets, $77.2 million in net loans and $76.0 million in deposits. Under the terms of the agreement, the total consideration received by Franklin shareholders in the merger is fixed at 1,323,575 shares of the common stock of the Company. Based upon the Company's average closing stock price three days prior to and after the date of announcement of the acquisition which occurred on September 23, 2005 of $17.94, the transaction represents total consideration of approximately $24.9 million, including approximately $1.2 million for the cash payment for option holders. Under the definitive agreement, each Franklin shareholder received 1.2264 Company shares for each Franklin share held immediately prior to the merger. 10 The acquisition was accounted for as a purchase and the cost in excess of the fair value of net assets acquired was allocated first to net identified intangibles and then to goodwill. The goodwill is not tax deductible. The nine months results of operations ending September 30, 2006 also include those of the acquired bank for the same period. 4. Earnings Per Common Share Basic earnings per common share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and restricted stock, and are determined using the treasury stock method. At September 30, 2006 and 2005, the weighted average diluted shares outstanding for the nine months were approximately 20.9 million and 19.6 million, respectively. The following table shows the computation of earnings per shares: (dollars in thousands, except per share amounts) (unaudited)
------------------------------------------------ ----------------------------------------------------- Three Months Ended, Nine Months Ended, ------------------------------------------------ ----------------------------------------------------- September 30, 2006 September 30, 2005 September 30, 2006 September 30, 2005 ----------------------- ----------------------- -------------------------- ------------------------- Weighted Per Weighted Per Weighted Per Weighted Per Average Share Average Share Average Share Average Share Income Shares Amount Income Shares Amount Income Shares Amount Income Shares Amount ------ -------- ------- ------ -------- ------- ------- -------- ------- ------- --------- ------- Basic Earnings per Common Share Income available to common shareholders $4,143 20,335 $0.20 $4,676 19,160 $0.24 $12,776 20,279 $0.63 $13,611 19,149 $0.71 ===== ===== ======= ===== Effect of Dilutive Shares Options issued to management 598 447 549 436 -------- ------- -------- ------- Diluted Earnings per Common Share $4,143 20,933 $0.20 $4,676 19,607 $0.24 $12,776 20,828 $0.61 $13,611 19,585 $0.69 ====== ======== ===== ====== ======= ===== ======= ======== ======= ======= ======= =====
11 5. Commitments and Contingent Liabilities Legal Proceedings The Company is a party to routine litigations involving various aspects of its business, none of which, in the opinion of management, is expected to have a material adverse impact on the unaudited condensed consolidated financial condition, results of operations or liquidity of the Company. Commitments to Extend Credit At September 30, 2006, the Company had commitments to extend credit of approximately $323.5 million, of which approximately $5.4 million represents standby letters of credit. 6. Goodwill and Other Intangibles Goodwill is not amortized to expense, but rather is tested for impairment periodically. Goodwill is tested for impairment at least annually in accordance with the provisions of SFAS No. 142. There have been no events that have caused the Company to consider the need to test goodwill for impairment since the Company's last assessment. Other intangible assets are amortized to expense using straight-line methods over their respective estimated useful lives. At least annually, management reviews goodwill and other intangible assets and evaluates events or changes in circumstances that may indicate impairment in the carrying amount of such assets. If the sum of the expected undiscounted future cash flows, excluding interest charges, is less than the carrying amount of the asset, an impairment loss is recognized. Impairment, if any, is measured on a discounted future cash flow basis. Net intangible assets are as follows: (in thousands) (unaudited) ----------------- ------------------ September 30, December 31, 2006 2005 ----------------- ------------------ Intangible assets $ 6,975 $ 6,975 Accumulated amortization (2,072) (1,506) ----------------- ------------------ Net intangible assets $ 4,903 $ 5,469 ================= ================== Intangible assets are a result of acquisitions and are primarily related to core deposit intangibles ("CDI") which have an estimated life of 10 years. For each of the three month periods ended September 30, 2006 and 2005, the CDI amortized were $186 thousand and $126 thousand, respectively. For each of the nine month periods ended September 30, 2006 and 2005, the CDI amortized were $566 thousand and $378 thousand, respectively. The CDI is periodically reviewed for impairment. At September 30, 2006 the scheduled amortization of the intangible assets is as follows (in thousands) (unaudited): 12 2006 for remaining period $ 187 2007 747 2008 747 2009 747 2010 747 Thereafter 1,728 ------------- Total $ 4,903 ============= 7. Segment Reporting SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information" ("SFAS No. 131"), requires disclosures for each reportable operating segment. As a community-oriented financial institution, substantially all of the Company's operations entail the delivery of loan and deposit products and various other financial services to customers in its primary market area, which is Bergen County, New Jersey. The Company's community-banking operation constitutes the Company's only operating segment for financial reporting purposes under SFAS No. 131. 8. Cash Dividend On October 17, 2006, the Company declared a cash dividend of $0.10 per share payable on November 7, 2006, to holders of record as of October 30, 2006. 9. Securities Held-to-Maturity and Securities Available-for-Sale Securities held-to-maturity ("HTM") and securities available-for-sale ("AFS") consist of the following: (in thousands) (unaudited) 13
------------------------------------------------------------- September 30, 2006 ------------------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- ----------- ----------- -------------- Securities held-to-maturity Government-Sponsored Enterprises: Mortgage-backed securities $ 718 $ 5 $ 1 $ 722 Obligations of states & political subdivisions 29,969 437 15 30,391 ---------------- ----------- ----------- -------------- $ 30,687 $ 442 $ 16 $ 31,113 ================ =========== =========== ============== Securities available-for-sale Government-Sponsored Enterprises: Mortgage-backed securities $ 150,308 $ 146 $ 1,771 $ 148,683 Other debt 92,105 17 1,068 91,054 Obligations of states & political subdivisions 35,118 140 37 35,221 Equity securities 11,369 - - 11,369 ---------------- ----------- ----------- -------------- 288,900 303 2,876 286,327 ----------------- ----------- ----------- -------------- Total securities $ 319,587 $ 745 $ 2,892 $ 317,440 ================ =========== =========== ============== ------------------------------------------------------------- December 31, 2005 ------------------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- ----------- ----------- -------------- Securities held-to-maturity Government-Sponsored Enterprises: Mortgage-backed securities $ 2,823 $ 15 $ 2 $ 2,836 Other debt 1,920 - - 1,920 Obligations of states & political subdivisions 30,971 481 9 31,443 ---------------- ----------- ----------- -------------- $ 35,714 $ 496 $ 11 $ 36,199 ================ =========== =========== ============== Securities available-for-sale Government-Sponsored Enterprises: Mortgage-backed securities $ 110,408 $ 79 $ 1,709 $ 108,778 Other debt 166,510 6 2,540 163,976 Obligations of states & political subdivisions 36,823 428 60 37,191 Equity securities 10,807 - - 10,807 ---------------- ----------- ----------- -------------- 324,548 513 4,309 320,752 ---------------- ----------- ----------- -------------- Total securities $ 360,262 $ 1,009 $ 4,320 $ 356,951 ================ =========== =========== ==============
At September 30, 2006, the contractual maturities of securities HTM and securities AFS are as follows: (in thousands) (unaudited) 14 Securities Securities Held-to-Maturity Available-for-Sale ------------------------ ---------------------- Estimated Estimated Amortized Fair Amortized Fair Cost Value Cost Value ---------- ------------ --------- ----------- Within 1 year $ 3,579 $ 3,589 $ 88,460 $ 87,943 After 1 but within 5 years 3,678 3,783 160,778 158,698 After 5 but within 10 years 17,796 18,044 23,056 23,002 After 10 years 5,634 5,697 5,237 5,315 Equity securities - - 11,369 11,369 ---------- ----------- --------- ----------- $ 30,687 $ 31,113 $288,900 $286,327 ========== =========== ========= =========== Proceeds from the sale of securities AFS amounted to $36.2 million and $89.9 million for the nine months ended September 30, 2006 and 2005, respectively, which resulted in gross realized gains of $176 thousand and $747 thousand for those periods, respectively. Gross realized losses from the sale of securities AFS amounted to $46 thousand and $361 thousand for the nine months ended September 30, 2006 and 2005, respectively. Proceeds from the sale of securities HTM amounted to $270 thousand for the nine months ended September 30, 2005, which resulted in realized gains of $8 thousand. The HTM securities had significantly paid down to less than 85% of the original purchased balance through normal principal amortization and prepayments. These amounts are included in net gain on sale of securities in the unaudited condensed consolidated statements of income. The investment portfolio is evaluated at least quarterly to determine if there are any securities with losses that are other-than-temporary. As of September 30, 2006, the Company has concluded that the unrealized losses are temporary in nature since they are primarily related to market interest rates and are not related to the underlying credit quality of the issuers of our investment portfolio. None of the investments are believed to be other-than-temporarily impaired. The Company has the ability and intent to hold the securities until maturity to recover the entire value. The following table summarizes all securities that have an unrealized loss and the duration of the unrealized loss at September 30, 2006: (in thousands) (unaudited) 15
------------------- ------------------- ------------------- 12 months or less 12 months or longer Totals ------------------- ------------------- ------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses --------- --------- -------- ---------- -------- ---------- Securities AFS Government-Sponsored Enterprises: Mortgage-backed securities $ 39,689 $ 275 $ 75,025 $1,496 $114,714 $1,771 Obligations of U.S. agencies 5,026 14 75,448 1,054 80,474 1,068 Obligations of states & political subdivisions 1,718 19 1,830 18 3,548 37 --------- --------- --------- --------- -------- ---------- $ 46,433 $ 308 $152,303 $2,568 $198,736 $2,876 ========= ========= ========= ========= ======== ========== Securities HTM Government-Sponsored Enterprises: Mortgage-backed securities $ 178 $ - $ 124 $ 1 $ 302 $ 1 Obligations of states & political subdivisions 4,236 11 356 4 4,592 15 --------- --------- --------- --------- -------- ---------- $ 4,414 $ 11 $ 480 $ 5 $ 4,894 $ 16 ========= ========= ========= ========= ======== ==========
The following table summarizes all securities that have an unrealized loss and the duration of the unrealized loss at December 31, 2005: (in thousands)
------------------- ------------------- ------------------- 12 months or less 12 months or longer Totals ------------------- ------------------- ------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses --------- --------- -------- ---------- -------- ---------- Securities AFS Government-Sponsored Enterprises: Mortgage-backed securities $ 42,556 $ 561 $ 53,118 $1,148 $ 95,674 $1,709 Obligations of U.S. agencies 6,058 89 153,227 2,451 159,285 2,540 Obligations of states & political subdivisions 3,423 33 2,512 27 5,935 60 --------- --------- --------- --------- -------- ---------- $ 52,037 $ 683 $208,857 $3,626 $260,894 $4,309 ========= ========= ========= ========= ======== ========== Securities HTM Government-Sponsored Enterprises: Mortgage-backed securities $ 273 $ 2 $ 24 - $ 297 $ 2 Obligations of states & political subdivisions 2,577 9 - - 2,577 9 --------- --------- --------- --------- -------- ---------- $ 2,850 $ 11 $ 24 - $ 2,874 $ 11 ========= ========= ========= ========= ======== ==========
Securities with carrying amounts of $184.9 million and $76.1 million at September 30, 2006 and December 31, 2005, respectively, were pledged for public entity deposits, Federal Home Loan Bank advances, securities sold under repurchase agreements and other purposes required by law. 16 10. Loans The composition of the loan portfolio is summarized as follows: (in thousands) (unaudited) -------------- --------------- September 30, December 31, 2006 2005 -------------- --------------- Real estate Residential $ 280,564 $ 291,448 Commercial 504,846 479,120 Construction 110,538 92,390 Commercial Commercial and financial 218,883 211,704 Lease financing 20,345 24,584 Consumer Lease financing - 94 Installment 2,627 5,142 -------------- -------------- 1,137,803 1,104,482 Allowance for loan and lease losses (10,305) (10,646) -------------- -------------- Net loans and leases $ 1,127,498 $ 1,093,836 ============== ============== Loans are net of unearned income and deferred fees of $6.9 million and $6.8 million at September 30, 2006 and December 31, 2005, respectively. Nonperforming Loans Nonperforming loans include loans that are accounted for on a nonaccrual basis and troubled debt restructurings. Nonperforming loans are as follows: (in thousands) (unaudited) --------------- --------------- September 30, December 31, 2006 2005 --------------- --------------- Nonaccrual loans Residential real estate $ 179 $ 822 Commercial real estate 176 363 Commercial and financial 1,812 997 Commercial lease financing 342 1,290 Consumer 196 86 --------------- --------------- 2,705 3,558 --------------- --------------- Troubled debt restructurings 1,013 - --------------- --------------- Total nonperforming loans $ 3,718 $ 3,558 =============== =============== 17 11. Allowance for Loan and Lease Losses The Company's recorded investment in impaired loans is as follows: (in thousands) (unaudited)
---------------------- --------------------- September 30, December 31, 2006 2005 ---------------------- --------------------- Investment Related Investment Related in Allowance in Allowance Impaired for Loan Impaired for Loan Loans Losses Loans Losses ---------- ---------- ---------- ---------- Impaired loans With a related allowance for loan losses Commercial and financial $ 1,220 $ 272 $ 997 $ 281 Commercial real estate 180 4 380 4 Residential real estate - - 594 88 Without a related allowance for loan losses Commercial and financial 788 - - - Commercial real estate 536 - - - ----------- ---------- ---------- --------- $ 2,724 $ 276 $ 1,971 $ 373 =========== ========== ========== =========
Changes in the allowance for loan and lease losses are summarized as follows: (in thousands) (unaudited)
----------------------- ---------------------- Three months ended Nine months ended September 30, September 30, ----------------------- ---------------------- 2006 2005 2006 2005 ---------- ----------- ---------- ---------- Balance at beginning of period $ 10,649 $ 9,945 $ 10,646 $ 9,797 Additions (deductions) Provision charged to operations 150 300 450 700 Recoveries on loans previously charged-off 23 18 84 101 Loans charged-off (517) (104) (875) (439) ---------- ----------- --------- ---------- Balance at end of period $ 10,305 $ 10,159 $ 10,305 $10,159 ========== =========== ========= ==========
12. Other Non-interest Expense Expenses included in other non-interest expense are as follows: (in thousands) (unaudited)
--------------------- ----------------------- Three months ended Nine months ended September 30, September 30, ---------- ----------- ----------------------- 2006 2005 2006 2005 ---------- ----------- ----------- ---------- Professional fees $ 510 $ 406 $ 1,275 $ 1,184 Legal fees 204 254 1,206 695 Directors' fees, travel and retirement 202 230 570 652 Data processing 292 271 841 800 All other 943 791 2,829 2,539 ---------- ----------- ----------- ---------- Total $ 2,151 $ 1,952 $ 6,721 $ 5,870 ========== =========== =========== ==========
18 13. Long-term Borrowings Long-term borrowings consist of the following Federal Home Loan Bank of New York ("FHLB") advances: (in thousands) (unaudited) September 30, 2006 December 31, 2005 Maturity ------------------------ -------------------------- Date Balance Rate Balance Rate ------------------- ------------ --------- -------------- ---------- January 2007 (a) - - $ 10,000 4.22 January 2007 - - 10,000 2.69 January 2010 (b) $ 15,000 3.66 15,000 3.66 October 2015 (c) 50,000 3.99 50,000 3.99 December 2015 (d) 25,000 3.94 25,000 3.94 ----------- --------- ------------- --------- $ 90,000 3.92% $ 110,000 3.84% =========== ========= ============= ========= (a) The FHLB has an option to call this advance on a quarterly basis if the 3-month LIBOR resets above 7.50%. (b) The FHLB has an option to call this advance in January 2008. (c) The FHLB has an option to call this advance quarterly after October 4, 2008. (d) The FHLB has an option to call this advance quarterly after December 30, 2007. Included in long-term borrowings is a capitalized lease of $328 thousand and $333 thousand at September 30, 2006 and December 31, 2005, respectively. 14. Subordinated Debentures During June 2005, Interchange Statutory Trust I and Interchange Statutory Trust II (together the "Trusts") each issued $10 million of pooled trust preferred securities. In conjunction with the issuance of the trust preferred securities the Company issued subordinated debentures to the Trusts totaling $20.6 million. The rates of interest paid on the securities issued by the Trusts and the Company have been fixed for 5 years, at an average rate of 6.10%, after which time the rates will float at the 3-month LIBOR plus 1.71%. The Company has the right to call the debentures after 5 years on any of the interest payment dates. The final maturity date on the pool trust preferred securities and debentures is 2035. The Company does not meet the criteria as primary beneficiary for the Trusts in accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46) and FIN No. 46(R), "Consolidation of Variable Interest Entities." As a result, these trusts are not consolidated. The Trusts have no independent operations. The obligations of the Trusts are fully and unconditionally guaranteed by the Company. The debentures are unsecured and rank subordinate and junior in right of payment to all indebtedness, liabilities and obligations of the Company. Interest on the debentures is cumulative and payable in arrears. Proceeds from any redemption of 19 debentures would cause a mandatory redemption of pooled trust preferred securities having an aggregate liquidation amount equal to the principal amount of debentures redeemed. 15. Benefit Plans In 1993, the Bank established a non-contributory defined benefit pension plan covering all eligible employees (the "Pension Plan"). In 1994, the Bank established a supplemental plan covering all eligible employees (the "Supplemental Plan") that provides for income that would have been paid out but for the limitation under the qualified Pension Plan. Also in 1994, the Company established a retirement plan for all directors of the Bank who are not employees of Interchange or of any subsidiary or affiliate of Interchange (the "Directors' Plan"). The following table shows the aggregated components of net periodic benefit costs for the periods noted: (in thousands) (unaudited)
---------------------------- ----------------------------- Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ----------------------------- 2006 2005 2006 2005 ------------ ------------- ------------- ------------- Service cost - $ 198 - $ 594 Interest cost $ 86 102 $ 258 306 Expected return on plan assets (65) (56) (195) (168) Amortization of prior service cost - 1 - 3 Amortization of net (gain) loss - 1 (1) 3 ------------ ------------- ------------- ------------- Net periodic benefit cost $ 21 $ 246 $ 62 $ 738 ============ ============= ============= =============
During 2006 the Bank contributed $466 thousand to the Pension Plan. At December 31, 2005 the Pension Plan and the defined benefit portion of the Supplemental Plan and the Directors Plan were frozen. 20 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion is an analysis of the condensed consolidated financial condition and results of operations of the Company for the three and nine month periods ended September 30, 2006 and 2005, and should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 hereof. In addition, you should read this section in conjunction with Management's Discussion and Analysis and Results of Operations included in Amendment No. 1 to the Company's 2005 Annual Report on Form 10-K/A. Forward Looking Information In addition to discussing historical information, certain statements included in or incorporated into this report relating to the financial condition, results of operations and business of the Company, which are not historical facts, may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used herein, the words "anticipate," "believe," "estimate," "expect," and other similar expressions (including when preceded or followed by the word "not") are generally intended to identify such forward-looking statements. Such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in such Act, and we are including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements include, but are not limited to, statements about the operations of the Company, the adequacy of the Company's allowance for losses associated with the loan and lease portfolio, the quality of the loan and lease portfolio, the prospects of continued loan and deposit growth, and improved credit quality. The forward-looking statements in this report involve certain estimates or assumptions, known and unknown risks and uncertainties, many of which are beyond the control of the Company, and reflect what we currently anticipate will happen in each case. What actually happens could differ materially from what we currently anticipate will happen due to a variety of factors, including, among others, (i) increased competitive pressures among financial services companies; (ii) changes in the interest rate environment, reducing interest margins or increasing interest rate risk; (iii) deterioration in general economic conditions, internationally, nationally, or in the State of New Jersey; (iv) disruptions caused by terrorism, such as the events of September 11, 2001, or military actions in the Middle East or other areas; (v) legislation or regulatory requirements or changes adversely affecting the business of the Company; (vi) the impact of the proposed acquisition of the Company by TD Banknorth; and (vii) other risks detailed in reports filed by the Company with the Securities and Exchange Commission. Readers should not place undue expectations on any forward-looking statements. We undertake no obligation to update forward-looking statements or to make any public announcement when we consider forward-looking statements in this document to be no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason. 21 Company Interchange Financial Services Corporation (the "Company"), a New Jersey business corporation, is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. The Company was incorporated in the State of New Jersey on October 15, 1984. It acquired all of the outstanding stock of Interchange Bank (formerly known as Interchange State Bank), a New Jersey state chartered bank (the "Bank" or "Interchange"), in 1986. The Bank is the Company's principal operating subsidiary. In addition to the Bank, the Company has three other wholly owned direct subsidiaries: Clover Leaf Mortgage Company, a New Jersey corporation established in 1988, which is not currently engaged in any business activity; and Interchange Statutory Trust I and Interchange Statutory Trust II, which were formed for the sole purpose of issuing trust preferred securities. The Company does not qualify as the primary beneficiary for our wholly-owned trusts in accordance with Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46) and FIN No. 46(R), "Consolidation of Variable Interest Entities." As a result, these trusts are not consolidated. The Company's principal executive office is located at Park 80 West/ Plaza Two, Saddle Brook, New Jersey 07663, and the telephone number is (201) 703-2265. As of September 30, 2006, the Company had consolidated assets of approximately $1.6 billion, deposits of approximately $1.2 billion and shareholders' equity of approximately $189 million. As a holding company, the Company provides support services to its direct and indirect subsidiaries. These include executive management, personnel and benefits, risk management, data processing, strategic planning, legal, and accounting and treasury. Banking Subsidiary The Bank, established in 1969, is a full-service New Jersey-chartered commercial bank headquartered in Saddle Brook, New Jersey. The Bank is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC"). It offers banking services for individuals and businesses through thirty (30) banking offices and one (1) supermarket mini-branch in Bergen and Essex Counties, New Jersey. The Bank maintains thirty-four (34) automated teller machines (operating within the StarTM , PlusTM, CIRRUSTM, VISATM, NYCETM, and MasterCardTM networks), which are located at thirty of the banking offices, a supermarket, and the Bank's operations center. Subsidiaries of the Bank include: FBCB, LLC established in 2004 to hold a 49% investment in Benjamin Title LLC, a title insurance company, Clover Leaf Investment Corporation, established in 1988 to engage in the business of an investment company pursuant to New Jersey law; Clover Leaf Insurance Agency, Inc., established in 1990 to engage in sales of tax-deferred annuities; Bridge View Investment Company, an investment company operating pursuant to New Jersey law; and Interchange Capital Company, L.L.C., established in 1999 to engage in equipment lease financing. All of the Bank's subsidiaries are organized under New Jersey law and are 100% 22 owned by the Bank. Clover Leaf Investment Corporation has 99% ownership of one subsidiary, Clover Leaf Management Realty Corporation, established in 1998 as a Real Estate Investment Trust ("REIT") which manages certain real estate assets of the Company. Bridge View Investment Company has one wholly owned subsidiary, Bridge View Delaware, Inc. ("BVDI"). BVDI is an investment company operating pursuant to Delaware law. Growth of the Company and the Bank On October 13, 2005 the Company completed its acquisition of Franklin Bank ("Franklin"), a one branch bank operating in Nutley, Essex County, New Jersey. At October 13, 2005 Franklin had approximately, $87.0 million in total assets, $77.2 million in total loans and $76.0 million in deposits. The acquisition was accounted for as a purchase and the cost in excess of fair value acquired was allocated first to net identified intangibles and then to goodwill. Based on the fair values the Company recorded goodwill of approximately $13.0 million. The Company's acquisition of Franklin is intended to further enhance Interchange's presence in northern New Jersey. As a result of the acquisition, the Bank now operates 30 banking offices. The acquisition of Franklin was accomplished through a merger of Franklin with and into the Bank. Critical Accounting Policies and Judgments The Company's consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in Amendment No. 1 to our 2005 Annual Report on Form 10-K/A, Note 1 "Nature of Business and Summary of Significant Accounting Policies" to our consolidated financial statements and in Management's Discussion and Analysis of Financial Condition and Results of Operations ("MDA"): "Critical Accounting Policies and Judgments." Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect the Company's reported results and financial position for the period or in future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Assets and liabilities carried at fair value inherently result in more financial statement volatility. Fair values and the information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by independent third-party sources, when available. When such information is not available, management estimates valuation adjustments primarily by using internal cash flow and other financial modeling techniques. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on the Company's future financial condition and results of operations. Allowance for Loan and Lease Losses: The allowance for loan and lease losses ("ALLL") is established through periodic charges to income. Loan losses are charged against the ALLL when management believes that the future collection of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL. If the ALLL is 23 considered inadequate to absorb loan losses on existing loans, based on, but not limited to, increases in the size of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, then the provision for loan and lease losses is increased. The Company considers the ALLL of $10.3 million adequate to cover estimated losses inherent in the loan portfolio, loan commitments and standby and other letters of credit that may become uncollectible based on management's evaluations of the size and current risk characteristics of the loan and lease portfolio as of the balance sheet date. The evaluations consider such factors as changes in the composition and volume of the loan portfolio, the impact of changing economic conditions on the credit worthiness of the borrowers, review of specific problem loans and management's assessment of the inherent risk and overall quality of the loan portfolio. For further discussion see the "Loan Quality" and "Allowance for Loan and Lease Losses" sections of the MDA, along with Note 1 "Nature of Business and Summary of Significant Accounting Policies"; Note 6 "Allowance for Loan and Lease Losses"; and Note 12 "Commitments and Contingent Liabilities" to the Consolidated Financial Statements in Amendment No. 1 to our 2005 Annual Report on Form 10-K/A. Business Combinations: Business combinations are accounted using the purchase method of accounting, the assets and liabilities of the companies acquired are recorded at their estimated fair value at the date of acquisition and include the results of operations of the acquired business from the date of acquisition. The excess of the purchase price over the estimated fair value of the net assets acquired is recognized as goodwill. Goodwill and Other Intangible Assets: Goodwill is not amortized to expense, but rather is tested for impairment periodically. Other intangible assets are amortized to expense using straight-line methods over their respective estimated useful lives. At least annually, and on an interim basis when conditions require, management reviews goodwill and other intangible assets and evaluates events or changes in circumstances that may indicate impairment in the carrying amount of such assets. If the sum of the expected undiscounted future cash flows, excluding interest charges, is less than the carrying amount of the asset, an impairment loss is recognized. An impairment is measured on a discounted future cash flow basis and a charge is recognized in the period that the asset has been deemed to be impaired. Based upon management's evaluation, no impairment loss is required to be recognized. Securities Held-to-Maturity and Securities Available-for-Sale: Debt securities purchased with the intent and ability to hold until maturity are classified as securities held-to-maturity ("HTM") and are carried at cost, adjusted for the amortization of premiums and accretion of discounts. Management determines whether the security will be classified as HTM at the time of purchase. All other securities, including equity securities, are classified as securities available-for-sale ("AFS"). Securities classified as AFS may be sold prior to maturity in response to, but not limited to, changes in interest rates, changes in prepayment risk or for asset/liability management strategies. These securities are carried at fair 24 value and any unrealized gains and losses are reported, net of taxes, in accumulated other comprehensive income (loss) included in the consolidated statement of stockholders' equity. The estimated fair value for securities are based on quoted market prices, where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable instruments. Gains and losses from the sale of these securities are determined using the specific identification method and are reported in non-interest income. The Company does not acquire securities for the purpose of engaging in trading activities. Interest and dividends are accrued and credited to income as earned. Purchase premiums and discounts are recognized in interest income using the effective interest method over the term of the securities. On a quarterly basis, the Company makes an assessment to determine whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis. The Company considers many factors including the severity and duration of the impairment; the intent and ability of the Company to hold the security for a period of time sufficient for a recovery in value; recent events specific to the issuer or industry; and for debt securities, external credit ratings and recent downgrades. Securities on which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value with the write-down recorded as a realized loss in securities gains (losses). Pension Plan: The Bank maintains a qualified defined benefit pension plan (the "Pension Plan"), which covers all eligible employees and an unfunded supplemental pension plan which provides retirement income to all eligible employees who would have been paid amounts in excess of the amounts provided by the Pension Plan but for limitations under the qualified Pension Plan. In addition, the Company has an unfunded retirement plan for all directors of the Bank who are not employees of the Company or any subsidiary or affiliate. Our expected long-term rate of return on plan assets is 8.0% and was based on our expectations of the long-term return on the balanced mutual fund that we invest our plan assets which has had a return for the life of the fund of 8.4%. A 1.0% decrease in the long-term rate of return on plan assets would have increased the net periodic pension cost of the Pension Plan by approximately $28 thousand. The discount rates that we utilized for determining the future pension obligations of the plans ranged between 5.25% and 5.70% and were based upon comparing expected benefit payouts to yields on bonds available in the market place. A 1.0% decrease in the discount rate would have increased the net periodic pension cost by approximately $324 thousand. During 2005, the Company froze all future service benefits to be accrued under the plan. At December 31, 2005 the Pension Plan and the defined benefit portion of the Supplemental Plan and the Directors Plan were frozen. 25 THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 RESULTS OF OPERATIONS Summary For the third quarter of 2006, the Company reported earnings per diluted common share of $0.20, as compared to $0.24 for the same period in 2005. Net income for the three months ended September 30, 2006 was approximately $4.1 million compared to $4.7 million for the same period in 2005. Earnings per share was affected by both the decline in net income and an increase in the average diluted shares outstanding. The Company's return on average assets decreased to 1.01% for the three months ended September 30, 2006 as compared to 1.22% for the three months ended September 30, 2005. In addition, the Company's return on average stockholders' equity decreased to 8.94% for the third quarter 2006 versus 11.98% for the third quarter in 2005. Net Interest Income Net interest income is the most significant source of the Company's operating income. A portion of the Company's total interest income is derived from investments that are exempt from federal taxation. The amount of pretax income realized from those investments, due to the tax exemption, is less than the amount of pretax income realizable from comparable investments subject to federal taxation. For purposes of the following discussion, interest income exempt from federal taxation has been restated to a fully tax-equivalent basis using a corporate federal tax rate of 35% and 34% for the quarters ended September 30, 2006 and 2005, respectively. This was accomplished by adjusting this income upward to make it equivalent to the level of taxable income required to earn the same amount after taxes. Net interest income on a tax-equivalent basis decreased $201 thousand, or 1.4%, to $13.8 million for the quarter ended September 30, 2006 as compared to the same quarter in 2005. The tax equivalent basis adjustments for the quarters ended September 30, 2006 and 2005 were $348 thousand and $287 thousand, respectively. The decrease in net interest income was offset by4 a 6.7% growth in interest earning assets. This interest earning asset growth was funded by cash flows from the securities portfolio, deposit liabilities, and borrowings. The margin for the third quarter of 2006 was 3.71%, a decrease of 31 basis points as compared to the same quarter in 2005. Interest income, on a tax-equivalent basis, totaled $24.0 million for the third quarter of 2006, an increase of $3.7 million, or 18.0%, as compared to the same quarter in 2005. The increase was mostly attributable to the growth in interest earning assets and the shift in asset mix as average loans grew $113.0 million, while average investments declined by $18.8 million. Interest expense totaled $10.2 million for the third quarter of 2006, an increase of $3.9 million, as compared to the same period in 2005. The increase in interest expense was a result of the increase in rates paid 26 on interest bearing deposits and an increase in borrowings partially offset by a decrease in interest bearing deposits. The average rate paid on interest bearing deposit liabilities increased by 105 basis points to 3.14% for the quarter ended September 30, 2006 as compared to the same period in 2005. Interest bearing deposits decreased on average $12.7 million, or 1.3%, for the third quarter of 2006 as compared to the same period in 2005.
---------------------------------------------------------------------------------------------------------------------------- Analysis of Net Interest Income ---------------------------------------------------------------------------------------------------------------------------- for the quarter ended September 30, (dollars in thousands) 2006 2005 -------------------------------- --------------------------------- (unaudited) Average Average Average Average Balance Interest Rate Balance Interest Rate ---------- ---------- -------- ----------- --------- -------- Assets Interest earning assets: Loans (1) $1,139,639 $20,153 7.07 % $1,026,631 $17,120 6.67 % Taxable securities (4) 280,384 2,870 4.09 299,663 2,401 3.20 Tax-exempt securities (2) (4) 64,564 977 6.05 64,078 809 5.05 Federal funds sold and interest earning deposits 409 5 4.89 1,968 17 3.46 ---------- ---------- ------ ----------- --------- -------- Total interest-earning assets 1,484,996 24,005 6.47 1,392,340 20,347 5.85 ---------- --------- Non-interest earning assets: Cash and due from banks 34,797 36,446 Allowance for loan and lease losses (10,396) (10,113) Other assets 131,485 116,003 ---------- ----------- Total assets $1,640,882 $1,534,676 =========== =========== Liabilities and stockholders' equity Interest-bearing liabilities Interest bearing deposits $ 996,813 7,828 3.14 $1,009,488 5,265 2.09 Borrowings and subordinated debentures 206,889 2,387 4.62 111,292 1,091 3.92 ---------- ---------- ------ ----------- --------- -------- Total interest-bearing liabilities 1,203,702 10,215 3.39 1,120,780 6,356 2.27 ---------- --------- Non-interest bearing liabilities Demand deposits 239,441 246,923 Other liabilities 12,291 10,867 ---------- ----------- Total liabilities (3) 1,455,434 1,378,570 Stockholders' equity 185,448 156,106 ---------- ----------- Total liabilities and stockholders' equity $1,640,882 $1,534,676 ========== =========== Net interest income (tax-equivalent basis) 13,790 3.08 13,991 3.58 Tax-equivalent basis adjustment (348) (287) ---------- --------- Net interest income $13,442 $13,704 ========== ========= Net interest income as a percent of interest-earning assets (tax-equivalent basis) 3.71 % 4.02 % ----------------------------------------------------------------------------------------------------------------------------------- (1) Nonaccrual loans and any related interest recorded have been included in computing the average rate earned on the loan portfolio. When applicable, tax exempt loans are computed on a fully taxable equivalent basis using a corporate federal tax rate of 35% and 34% for the quarter ended September 30, 2006 and 2005, respectively. (2) Computed on a fully taxable equivalent basis using a corporate federal tax rate of 35% and 34% for the quarter ended September 30, 2006 and 2005, respectively. (3) All deposits are in domestic bank offices. (4) The average balances are based on historical cost and do not reflect unrealized gains or losses.
Provision for Loan and Lease Losses The provision for loan and lease losses represents management's estimate of the amount necessary to bring the ALLL to a level that management considers adequate to reflect the risk of estimated losses inherent in the Company's loan and lease portfolio as of the balance sheet date. A more detailed discussion of the evaluation of the ALLL can be found in the section titled "Critical Accounting Policies and Judgments: Allowance for Loan and Lease Losses" above. In the third quarter of 2006 and 2005, the Company's provision for loan and lease losses was $150 thousand and $300 thousand, respectively. Non-interest Income For the quarter ended September 30, 2006, non-interest income totaled approximately $2.4 million, a decrease of $322 thousand, or 12.0%, as compared to the same period in 2005. The change was largely due to a 27 decrease in net gains on sale of loans and leases and commissions on sales of mutual fund and annuities of $323 thousand and $97 thousand, respectively. This was partly offset by an increase in "other" non-interest income of $109 thousand. Non-interest Expense For the quarter ended September 30, 2006, non-interest expense was approximately $9.7 million, an increase of $429 thousand, as compared to the same period in 2005. This increase was largely due to the operating expenses associated with the acquisition of Franklin Bank, which was acquired on October 13, 2005, and an increase in "other" non-interest expense of $199 thousand. Income Taxes Income tax expense as a percentage of pre-tax income was 30.6% for the three months ended September 30, 2006 as compared to 31.6% for the same period of 2005. The decline in the tax rate was partly attributable to the increase in non-taxable interest income. 28 NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 RESULTS OF OPERATIONS Summary For the nine months ended September 30, 2006, the Company reported earnings per diluted common share of $0.61, as compared to $0.69 for the same period in 2005. Net income for the nine months ended September 30, 2006 was approximately $12.8 million compared to approximately $13.6 million for the same period in 2005. The earnings per share were primarily affected by increases in non-interest expense of 8.7% and an increase in the average diluted shares outstanding offset somewhat by increases in net interest income of 0.5% and non-interest income of 6.5%. The Company's return on average assets decreased to 1.04% for the nine months ended September 30, 2006 as compared to 1.21% for the nine months ended September 30, 2005. For the nine months ended September 30, 2006 and 2005, the Company's return on average stockholders' equity was 9.32% and 11.84%, respectively. The changes in return on average assets and equity were primarily the result of the decline in the net interest margin. Net Interest Income Net interest income is the most significant source of the Company's operating income. A portion of the Company's total interest income is derived from investments that are exempt from federal taxation. The amount of pretax income realized from those investments, due to the tax exemption, is less than the amount of pretax income realizable from comparable investments subject to federal taxation. For purposes of the following discussion, interest income exempt from federal taxation has been restated to a fully tax-equivalent basis using a corporate federal tax rate of 35% and 34% for the nine month periods ended September 30, 2006 and 2005, respectively. This was accomplished by adjusting this income upward to make it equivalent to the level of taxable income required to earn the same amount after taxes. Net interest income on a tax-equivalent basis increased $556 thousand, or 1.3%, to $42.0 million for the nine months ended September 30, 2006 as compared to the same quarter in 2005. The tax equivalent basis adjustments for the nine months ended September 30, 2006 and 2005 were $1.1 million and $706 thousand, respectively. The increase in net interest income was due mostly to an 8.8% growth in interest earning assets. This interest earning asset growth was funded by cash flows from the securities portfolio, deposit liabilities, and borrowings. The margin for the nine months ended September 30, 2006 was 3.78%, a decrease of 29 basis points as compared to the same period in 2005. Interest income, on a tax-equivalent basis, totaled $69.8 million for the nine months ended September 30, 2006, an increase of $12.2 million, or 21.2%, as compared to the same quarter in 2005. The increase was 29 mostly attributable to the growth in interest earning assets and the shift in asset mix as average loans grew $136.4 million, while average investments declined by $13.4 million. Interest expense totaled $27.8 million for the first nine months of 2006, an increase of $11.7 million, as compared to the same period in 2005. The increase in interest expense was a result of the increase in rates paid on interest bearing deposits, an increase in borrowings and subordinated debentures. The average rate paid on interest bearing deposit liabilities increased by 100 basis points to 2.84% for the nine months ended September 30, 2006 as compared to the same period in 2005. Interest bearing deposits grew on average $4.9 million, or 0.5%, for the first nine months of 2006 as compared to the same period in 2005. During June 2005, the Company issued $20.6 million of subordinated debentures to unconsolidated trust subsidiaries. The average rate paid on the subordinated debentures is 6.10% and is fixed for 5 years, after which time the rate paid on the subordinated debentures will be the 3-month LIBOR plus 1.71%. The subordinated debentures can be called at any of the interest payment dates following the fifth anniversary of their issuance. The final maturity on the subordinated debentures is 2035.
------------------------------------------------------------------------------------------------------------------------------- Analysis of Net Interest Income ------------------------------------------------------------------------------------------------------------------------------- for the nine months ended September 30 (dollars in thousands) 2006 2005 -------------------------------- --------------------------------- (unaudited) Average Average Average Average Balance Interest Rate Balance Interest Rate ----------- ---------- -------- ----------- --------- --------- Assets Interest earning assets Loans (1) $1,124,914 $58,644 6.95 % $ 988,490 $47,982 6.47 % Taxable securities (4) 289,231 8,211 3.79 319,940 7,660 3.19 Tax-exempt securities (2) (4) 67,705 2,978 5.86 50,413 1,963 5.19 Federal funds sold and interest earning deposits 140 5 4.76 717 18 3.35 ----------- ---------- -------- ----------- --------- -------- Total interest-earning assets 1,481,990 69,838 6.28 1,359,560 57,623 5.65 ---------- --------- -------- Non-interest earning assets Cash and due from banks 36,128 36,145 Allowance for loan and lease losses (10,567) (9,994) Other assets 131,752 115,561 ----------- ----------- Total assets $1,639,303 $1,501,272 =========== =========== Liabilities and stockholders' equity Interest-bearing liabilities Interest bearing deposits $1,006,000 21,404 2.84 $1,001,073 13,782 1.84 Borrowings and subordinated debentures 192,962 6,419 4.44 93,071 2,382 3.41 ----------- ---------- -------- ----------- --------- -------- Total interest-bearing liabilities 1,198,962 27,823 3.09 $1,094,144 16,164 1.97 ---------- --------- Non-interest bearing liabilities Demand deposits 245,641 243,574 Other liabilities 11,877 10,253 ----------- ----------- Total liabilities (3) 1,456,480 1,347,971 Stockholders' equity 182,823 153,301 ----------- ----------- Total liabilities and stockholders' equity $1,639,303 $1,501,272 =========== =========== Net interest income (tax-equivalent basis) 42,015 3.19 41,459 3.68 Tax-equivalent basis adjustment (1,074) (706) ---------- --------- Net interest income $40,941 $40,753 ========== ========= Net interest income as a percent of interest-earning assets (tax-equivalent basis) 3.78 % 4.07 % ------------------------------------------------------------------------------------------------------------------------------- (1) Nonaccrual loans and any related interest recorded have been included in computing the average rate earned on the loan portfolio. When applicable, tax exempt loans are computed on a fully taxable equivalent basis using a corporate federal tax rate of 35% and 34% for the quarter ended September 30, 2006 and 2005, respectively. (2) Computed on a fully taxable equivalent basis using a corporate federal tax rate of 35% and 34% for the quarter ended September 30, 2006 and 2005, respectively. (3) All deposits are in domestic bank offices. (4) The average balances are based on historical cost and do not reflect unrealized gains or losses.
30 Provision for Loan and Lease Losses The provision for loan and lease losses represents management's estimate of the amount necessary to bring the ALLL to a level that management considers adequate to reflect the risk of estimated losses inherent in the Company's loan and lease portfolio as of the balance sheet date. A more detailed discussion of the evaluation of the ALLL can be found in the section titled "Critical Accounting Policies and Judgments: Allowance for Loan and Lease Losses" above. In the first nine months of 2006 and 2005, the Company's provision for loan and lease losses was $450 thousand and $700 thousand, respectively. Non-interest Income For the nine months ended September 30, 2006, non-interest income totaled $7.8 million, an increase of $474 thousand, or 6.5%, as compared to the same period in 2005. The change was largely due to an increase in "other" non-interest income and service charges on deposits of $680 thousand and $147 thousand, respectively. This was partly offset by declines in net gains on sale of securities and commissions on mutual funds and annuities of $264 thousand and $150 thousand, respectively. The increase in "other" non-interest income was due in part to an increase in referral income and servicing fee income relating to the sales of Small Business Administration (SBA) loans. Non-interest Expense For the nine months ended September 30, 2006, non-interest expense was $30.0 million, an increase of $2.4 million, as compared to the same period in 2005. This increase was largely due to the operating expenses associated with the acquisition of Franklin Bank, which was acquired on October 13, 2005, and an increase in "other" non-interest expense of $851 thousand. The increase in "other" non-interest expense was principally due to an increase in legal fees of $511 thousand, of which $380 thousand was related to the Company's anticipated merger with TD Banknorth Inc., which is expected to close in the first quarter of 2007. The aforementioned increases were partly offset by a decrease in advertising and promotion expense of $336 thousand. Income Taxes Income tax expense as a percentage of pre-tax income was 30.3% for the nine months ended September 30, 2006 as compared to 31.3% for the same period of 2005. The decline in the tax rate was partly attributable to the increase in non-taxable interest income. 31 FINANCIAL CONDITION Cash and Cash Equivalents At September 30, 2006, cash and cash equivalents totaled $38.0 million as compared to $42.6 million at December 31, 2005. Securities Portfolio Under Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115"), each security is classified as either trading, AFS, or HTM. The Company has no securities held in a trading account. The securities AFS are recorded at their estimated fair value. The after-tax difference between amortized cost and estimated fair value of securities AFS is recorded as "accumulated other comprehensive income" in the equity section of the balance sheet. The tax impact of such adjustment is recorded as an adjustment to the amount of the deferred tax liability. The securities HTM are carried at cost adjusted for the amortization of premiums and accretion of discounts, which are recognized as an adjustment to income. Under SFAS No. 115, securities HTM, with some exceptions, may only be sold within three months of maturity. The Company's U.S. Government-Sponsored Enterprises securities at September 30, 2006 and 2005 are not guaranteed by the U.S. Government; however, they are credit rated AAA or Aaa by nationally recognized statistical rating organizations. Substantially all obligations of states and political subdivisions are credit rated AAA or Aaa due to insurance, which guarantees the obligations against default, by private insurance companies. At September 30, 2006 and 2005, approximately $23.4 million and $32.4 million, respectively, are bond or tax anticipation notes from local municipalities, which are not rated. The Company uses its securities portfolio to ensure liquidity for cash flow requirements, to manage interest rate risk, provide a source of income, ensure collateral is available for pledging requirements and manage asset quality diversification. At September 30, 2006, investment securities totaled $317.0 million and represented 19.6% of total assets, as compared to $356.5 million and 21.9%, respectively, at December 31, 2005. Securities AFS comprised 90.3% of the total securities portfolio at September 30, 2006 as compared to 90.0% at December 31, 2005. At September 30, 2006, the Company had a net unrealized loss of $2.1 million as compared to a net unrealized loss of $3.3 million at December 31, 2005. The decrease in value was attributed to an increase in market interest rates during that period. Proceeds from the sale of securities AFS amounted to $36.2 million and $89.9 million for the nine months ended September 30, 2006 and 2005, respectively, which resulted in gross realized gains of $176 thousand and $747 thousand for those periods, respectively. Gross realized losses from the sale of securities AFS amounted to $46 thousand and $361 thousand for the nine months ended September 30, 2006 and 2005, respectively. Proceeds from the sale of securities HTM amounted to $270 thousand for the nine months ended September 30, 2005, which resulted in realized gains of $8 thousand. The HTM securities had significantly paid down to less than 85% of the 32 original purchased balance through normal principal amortization and prepayments. These amounts are included in net gain on sale of securities in the unaudited condensed consolidated statements of income. Loans Total loans amounted to $1.14 billion at September 30, 2006, an increase of $34.1 million from $1.10 billion at December 31, 2005. The growth was attributable to increases in commercial mortgage loans and construction loans of $25.7 million and $18.1 million, respectively. Nonperforming Assets Nonperforming assets are comprised of nonaccrual loans, restructured loans, foreclosed real estate and other repossessed assets. The Company's nonperforming assets at September 30, 2006 amounted to $3.9 million as compared to $3.7 million at December 31, 2005. The ratio of nonperforming assets to total loans and foreclosed real estate and other repossessed assets increased to 0.34% at September 30, 2006 from 0.33% at December 31, 2005. The following table lists nonaccrual loans and foreclosed real estate and other repossessed assets at September 30, 2006, and December 31, 2005: (in thousands) --------------- -------------- September 30, December 31, 2006 2005 --------------- -------------- Nonaccrual loans $ 2,705 $ 3,558 Troubled debt restructurings 1,013 - Foreclosed and other repossessed assets 148 122 ---------------- -------------- Total nonperforming assets $ 3,866 $ 3,680 =============== ============== Allowance for Loan and Lease Losses The ALLL is generally established through periodic charges to income through the provision for loan and lease losses. During the nine months ended September 30, 2006, the ALLL remained relatively flat at $10.3 million. Loan losses are charged against the ALLL when management believes that the probable future collection of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL. If the ALLL is considered inadequate to absorb loan losses on existing loans, based on, but not limited to, increases in the size of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, then the provision for loan and lease losses is increased. The Company considers the ALLL of $10.3 million adequate to cover estimated losses inherent in the loan portfolio that may become uncollectible based on management's periodic evaluations of the loan portfolio and other relevant factors. The evaluations are inherently subjective as they require material estimates including such factors as potential loss factors, changes in trend of non-performing loans, current state of local and national economy, value of collateral changes in the composition and volume of the loan portfolio, review of specific problem loans and management's assessment of the inherent risk and overall quality of the loan portfolio. All of 33 these factors may be susceptible to significant change. Also, the allocation of the allowance for credit losses to specific loan pools is based on historical loss trends and management's judgment concerning those trends. The following table presents the provisions for loan and lease losses, loans charged-off and recoveries on loans previously charged-off, the amount of the allowance, the average loans outstanding and certain pertinent ratios for the three and nine months ended September 30, 2006 and 2005: (dollars in thousands) (unaudited)
----------------------- ---------------------- Three months ended Nine months ended September 30, September 30, ----------------------- ---------------------- 2006 2005 2006 2005 ----------- ---------- ---------- --------- Average loans outstanding $ 1,139,639 $1,026,631 $1,124,914 $988,490 =========== ========== ========== ========= Allowance at beginning of period $ 10,649 $ 9,945 $ 10,646 $ 9,797 ----------- ---------- ---------- --------- Loans charged-off: Commercial and financial 18 68 176 157 Commercial lease financing 494 31 691 264 Consumer loans 5 5 8 18 ----------- ---------- ---------- --------- Total 517 104 875 439 ----------- ---------- ---------- --------- Recoveries of loans previously charged-off: Real estate - - - 72 Commercial and financial 23 12 80 12 Commercial lease financing - - - - Consumer loans - 6 4 17 ----------- ---------- ---------- --------- Total 23 18 84 101 ----------- ---------- ---------- --------- Net loans charged-off 494 86 791 338 ----------- ---------- ---------- --------- Provision for loan and lease losses 150 300 450 700 ----------- ---------- ---------- --------- Allowance at end of period $ 10,305 $ 10,159 $ 10,305 $ 10,159 =========== ========== ========== ========= Allowance to loans (end of period) 0.91 % 0.97 % 0.91 % 0.97 % Ratio of net charge-offs to average loans (annualized) 0.17 % 0.03 % 0.09 % 0.05 %
Deposits Deposits, which include non-interest bearing demand deposits, time deposits and other interest-bearing deposits, are an essential and cost-effective funding source for the Company. Other interest-bearing deposits, which include interest-bearing demand, money market and savings accounts, comprise the largest segment of the Company's total deposits. The Company emphasizes building core customer relationships by offering a variety of products designed to meet the financial needs of its customers based on their identifiable "life stages". At September 30, 2006 total deposits declined $27.3 million, or 2.2%, to $1.23 billion from December 31, 2005. The decrease was largely in non-interest bearing demand deposits, which declined $33.7 million, or 13.0%, to $226.4 million at September 30, 2006 from December 31, 2005. At September 30, 2006, non-interest bearing demand deposits equated to 18.4% of total deposits, which was down from 20.6% at December 31, 2005. Other interest-bearing deposits remained at $687.4 million at September 30, 2006 and represented 55.8% of total deposits as compared to 54.6% of total deposits at December 31, 2005. Time deposits amounted to $319.0 million, or 25.8%, of total deposits at September 30, 2006, as compared to $312.5 million, or 24.8% of total deposits at December 31, 2005. 34 The following table reflects the composition of deposit liabilities: (dollars in thousands) (unaudited) -------------- ------------ September 30, December 31, 2006 2005 -------------- ------------ Non-interest bearing demand deposits $ 226,433 $ 260,151 Interest bearing demand deposits 479,466 466,436 Savings deposits 110,711 121,093 Money market deposits 97,231 99,907 Time deposits 318,992 312,521 -------------- ------------ Total $ 1,232,833 $ 1,260,108 ============== ============ 35 Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is generally described as the sensitivity of income to adverse changes in interest rates, foreign currency exchange rates, commodity prices, and other relevant market rates or prices. Market rate sensitive instruments include: financial instruments such as investments, loans, mortgage-backed securities, deposits, borrowings and other debt obligations; derivative financial instruments, such as futures, forwards, swaps and options; and derivative commodity instruments, such as commodity futures, forwards, swaps and options that are permitted to be settled in cash or another financial instrument. The Company does not have any material exposure to foreign currency exchange rate risk or commodity price risk. The Company did not enter into any market rate sensitive instruments for trading purposes nor did it engage in any trading or hedging transactions utilizing derivative financial instruments during the first nine months of 2006. The Company's real estate loan portfolio, concentrated primarily in northern New Jersey, is subject to risks associated with the local and regional economies. The Company's primary source of market risk exposure arises from changes in market interest rates ("interest rate risk"). Interest Rate Risk Interest rate risk is generally described as the exposure to potentially adverse changes in current and future net interest income resulting from: fluctuations in interest rates; product spreads; and imbalances in the repricing opportunities of interest-rate-sensitive assets and liabilities. Therefore, managing the Company's interest rate sensitivity is a primary objective of the Company's senior management. The Company's Asset/Liability Committee ("ALCO") manages our exposure to changes in market interest rates. ALCO attempts to maintain stable net interest margins by periodically evaluating the relationship between interest-rate-sensitive assets and liabilities. The evaluation, which is performed at least quarterly and presented to the board of directors, attempts to determine the impact on net interest margin from current and prospective changes in market interest rates. The Company manages interest rate risk exposure with the utilization of financial modeling and simulation techniques. These methods assist the Company in determining the effects of market rate changes on net interest income and future economic value of equity. The objective of the Company is to maximize net interest income within acceptable levels of risk established by policy. The techniques utilized for managing exposure to market rate changes involve a variety of interest rate, pricing and volume assumptions. These assumptions include projections on growth, prepayment and withdrawal levels as well as other embedded options inherently found in financial instruments. The Company reviews and validates these assumptions at least annually or more frequently if economic or other conditions change. At September 30, 2006, the Company simulated the effects on net interest income given an instantaneous and parallel shift in the yield curve of up to a 200 basis point rising interest rate environment and a 200 basis point declining interest rate environment. Based on that simulation, it was estimated that net interest income, over a twelve-month horizon, would not decrease by more than 2.9%. At September 30, 2006, the Company was within policy limits established by the board of directors for changes in net interest 36 income and future economic value of equity. The following table illustrates the effects on net interest income given an instantaneous and parallel shift in the yield curve of up to a 200 basis point rising interest rate environment and a 200 basis point declining interest rate environment: (unaudited) -------------------------------------------------- Percentage Change in Estimated Net Interest Income over a twelve month horizon -------------------------------------------------- September 30, September 30, 2006 2005 --------------- --------------- +200 basis points -2.9 % -4.9 % +100 basis points -1.1 -2.1 -100 basis points 5.6 1.1 -200 basis points 6.2 0.0 The simulation described above does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels including yield curve shape; prepayments on loans and securities; deposit decay rates; pricing decisions on loans and deposits; reinvestment/replacement of asset and liability cashflows; and others. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change. Further, as market conditions vary from those assumed in the simulation, actual results will also differ due to: prepayment/refinancing levels deviating from those assumed; the varying impact of interest rate changes on caps or floors on adjustable rate assets; the potential effect of changing debt service levels on customers with adjustable rate loans; depositor early withdrawals and product preference changes; and other internal/external variables. Furthermore, the simulation does not reflect actions that ALCO might take in response to anticipated changes in interest rates or competitive conditions in the market place. Capital Adequacy The Company is subject to capital adequacy requirements imposed by the Board of Governors of the Federal Reserve System (the "Federal Reserve"); and the Bank is subject to similar capital adequacy requirements imposed by the Federal Deposit Insurance Corporation (the "FDIC"). The Federal Reserve and the FDIC have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define capital and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets 37 and off-balance sheet items are assigned to broad risk categories, each with appropriate relative risk weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off balance sheet items. A banking organzation's total qualifying capital includes two components: core capital (Tier 1 capital) and supplementary capital (Tier 2 capital). Core capital, which must comprise at least half of total capital, includes common shareholders' equity, qualifying perpetual preferred stock, trust preferred securities (subject to certain limitations) and minority interests, less goodwill and any unrealized gains or losses. Supplementary capital includes the allowance for loan losses (subject to certain limitations), other perpetual preferred stock, trust preferred securities that exceed Tier 1 limits, certain other capital instruments and term subordinated debt. Total capital is the sum of core and supplementary capital. The Company's $20 million of trust preferred securities is considered Tier 1 capital by the Federal Reserve Board. At September 30, 2006, the minimum risk-based capital requirements to be considered adequately capitalized were 4% for Tier 1 capital and 8% for total capital. Federal banking regulators have also adopted leverage capital guidelines to supplement the risk-based measures. The leverage ratio is determined by dividing Tier 1 capital as defined under the risk-based guidelines by average total assets (non risk-adjusted) for the preceding quarter. At September 30, 2006, the minimum leverage ratio requirement to be considered adequately capitalized was 3%. The capital levels of the Company and the Bank at September 30, 2006, and the two highest capital adequacy levels recognized under the guidelines established by the federal banking agencies are included in the following table. The Company's and the Bank's ratios all exceeded the well-capitalized guidelines shown in the table. The Company's and the Bank's capital amounts and ratios are as follows: (dollars in thousands)
To Be "Well Capitalized" Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ------------------------ ---------------------- --------------------- Amount Ratio Amount Ratio Amount Ratio ----------- ---------- ------------ -------- ---------- --------- As of September 30, 2006 (unaudited): Total Capital (to Risk Weighted Assets): The Company $ 148,942 12.41 % $ 96,030 8.00 % N/A N/A The Bank 148,948 12.38 % 96,242 8.00 % $ 120,303 10.00 % Tier 1 Capital (to Risk Weighted Assets): The Company 138,617 11.55 % 48,121 4.00 % N/A N/A The Bank 138,623 11.52 % 48,282 4.00 % 72,182 6.00 % Tier 1 Capital (to Average Assets): The Company 138,617 8.80 % 47,233 3.00 % N/A N/A The Bank 138,623 8.79 % 47,310 3.00 % 78,850 5.00 % As of December 31, 2005: Total Capital (to Risk Weighted Assets): The Company $ 139,560 11.93 % $ 93,595 8.00 % N/A N/A The Bank 140,863 11.98 % 94,042 8.00 % $ 117,553 10.00 % Tier 1 Capital (to Risk Weighted Assets): The Company 128,894 11.02 % 46,797 4.00 % N/A N/A The Bank 130,197 11.08 % 47,021 4.00 % 70,532 6.00 % Tier 1 Capital (to Average Assets): The Company 128,894 8.20 % 47,158 3.00 % N/A N/A The Bank 130,197 8.29 % 47,110 3.00 % 78,516 5.00 %
38 Liquidity Liquidity is the ability to provide sufficient resources to meet all current financial obligations and finance prospective business opportunities. The Company's liquidity position over any given period of time is a product of its operating, financing and investing activities. The extent of such activities is often shaped by such external factors as competition for deposits and demand for loans. The Company's most liquid assets are cash and cash equivalents. At September 30, 2006, the total of such assets amounted to $38.0 million, or 2.3%, of total assets, compared to $42.6 million, or 2.6%, of total assets at December 31, 2005. Financing for the Company's loans and investments is derived primarily from deposits, along with interest and principal payments on loans and investments. At September 30, 2006 and December 31, 2005, total deposits amounted to $1.23 billion and $1.26 billion, respectively. In addition, the Company supplemented the more traditional funding sources with borrowings from the Federal Home Loan Bank of New York ("FHLB") and with securities sold under agreements to repurchase ("REPOS"). At September 30, 2006, short-term borrowings from the FHLB and REPOS amounted to $64.6 million and $12.3 million, respectively, as compared to $46.2 million and $3.9 million, respectively, at December 31, 2005. Another significant liquidity source is the Company's securities portfolio. Total securities at September 30, 2006 amounted to $317.0 million, a decrease of $39.5 million, from $356.5 million at December 31, 2005. At September 30, 2006 securities AFS amounted to $286.3 million, or 90.3%, of total securities compared to $320.8 million, or 90.0%, of total securities at December 31, 2005. In addition to the aforementioned sources of liquidity, the Company has available various other sources of liquidity, including federal funds purchased from other banks and the Federal Reserve discount window. The Bank also has a $101.8 million line of credit available through its membership in the FHLB of which $44.6 million was utilized at September 30, 2006. The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These instruments, which include commitments to extend credit and standby letters of credit, involve, to a varying degree, elements of credit and interest rate risk in excess of the amount recognized in the unaudited Condensed Consolidated Balance Sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates and may require collateral from the borrower if deemed necessary by the Company. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party up to a stipulated amount and with specified terms and conditions. At September 30, 2006 outstanding commitments to fund loans totaled $318.1 million and outstanding standby letters of credit totaled $5.4 million. The Company has historically paid quarterly cash dividends and anticipates continuing paying quarterly dividends in the future. The Company's Board of Directors could, if they deemed it necessary, modify the amount 39 or frequency, of dividends as an additional source of liquidity. There are imposed dividend restrictions on the Bank, which are described in Note 19 "Restrictions of Subsidiary Bank Dividends" in the Notes to Consolidated Financial Statements in Amendment No. 1 to the Company's 2005 Annual Report on Form 10-K/A. Management believes that the Company has sufficient cash flow and borrowing capacity to fund all outstanding commitments and letters of credit and to maintain proper levels of liquidity. Item 4: CONTROLS AND PROCEDURES In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the quarter ended September 30, 2006, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company maintains internal control over financial reporting. There were no changes in our internal controls over financial reporting identified in connection with our evaluation of the Company's disclosure controls and procedures that occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, those controls. 40 PART II - OTHER INFORMATION Item 1. Legal Proceedings In the ordinary course of business, the Company and it subsidiaries are involved in routine litigation involving various aspects of their business, none of which, individually or in the aggregate, in the opinion of management and its legal counsel, is expected to have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company. Item 1A. Risk Factors Except for the risk factors set forth below relating to the proposed acquisition of the Company by TD Banknorth Inc., there have been no material changes to any of the risk factors disclosed in Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2005. The Company's business could be adversely affected by uncertainty related to the proposed merger and contractual restrictions while the proposed merger is pending. Uncertainty about when and whether the merger will be completed and the effects of the merger may have an adverse effect on us. These uncertainties could cause depositors and others that deal with to seek to change their existing business relationships with us, which could negatively affect our growth, revenues and results of operations. In addition, the merger agreement restricts us from taking specified actions without the buyer's approval. These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the proposed merger. Failure to complete the proposed merger could negatively impact our stock price, future business and financial results. Completion of the merger is subject to the satisfaction of various conditions, including the approval by our shareholders, as well as regulatory approvals. Although our shareholders have approved the merger and all required regulatory approvals have been obtained, there is no assurance that the other conditions to the completion of the merger will be satisfied. If the merger is not completed, we will be subject to several risks, including the following: o under certain circumstances, if the merger is not completed, we may be required to pay the buyer a termination fee of $20 million; 41 o the current market price of our common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a negative perception by the stock market of us generally and a decline in the market price of our common stock; o certain costs relating to the merger, such as legal, accounting and financial advisory fees, are payable by us whether or not the merger is completed; o matters related to the merger may focus our management and employees away from day-to-day operations and require substantial commitments of time and resources which could otherwise have been devoted to other opportunities that could have been beneficial to us; o we would continue to face the risks that we currently face as an independent company. Item 2. Unregistered Sales of Equity in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits The following exhibits are furnished herewith: Exhibit. ________ 11 Statement re computation of per share earnings 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 42 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. Interchange Financial Services Corporation By: /s/ Charles T. Field ----------------------------------- Charles T. Field Senior Vice President and CFO (Duly Authorized Officer and Principal Financial and Accounting Officer) Dated: November 9, 2006 43