-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RH3iuUyrXdYLZ9Nj7m2Xyc7Ijfmr2PSpe0gFJS2UjNxO/zdifXUKk9c9qgLR40gq u/kZnVWrFEMOFQ16FaO+Gw== 0000893220-00-000390.txt : 20000331 0000893220-00-000390.hdr.sgml : 20000331 ACCESSION NUMBER: 0000893220-00-000390 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YARDVILLE NATIONAL BANCORP CENTRAL INDEX KEY: 0000787849 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222670267 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-26086 FILM NUMBER: 588587 BUSINESS ADDRESS: STREET 1: 3111 QUAKERBRIDGE RD CITY: MERCERVILLE STATE: NJ ZIP: 08619 BUSINESS PHONE: 6095855100 MAIL ADDRESS: STREET 1: 3111 QUAKERBRIDGE RD CITY: MERCERVILLE STATE: NJ ZIP: 08619 10-K 1 FORM 10-K FOR YARDVILLE NATIONAL BANK 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 0-26086 YARDVILLE NATIONAL BANCORP -------------------------- (Exact Name of Registrant as specified in its Charter) New Jersey 22-2670267 -------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2465 Quakerbridge Road, Trenton, New Jersey 08690 ------------------------------------------- -------- (Address of principal executive offices) (Zip Code) (609) 585-5100 --------------------- (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value Indicate by checkmark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the past 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 [ ] 2 Indicate by checkmark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ] Aggregate market value of voting stock held by non-affiliates (computed by using the average of the closing bid and asked prices on March 24, 2000, in the NASDAQ National Market System: $55,030,992. Number of shares of common stock, no par value, outstanding as of March 24, 2000: 6,755,794. DOCUMENTS INCORPORATED BY REFERENCE -----------------------------------
Part of Form 10-K into DOCUMENT which Document is Incorporated ------------------------------ The following portions of the Annual Report to Stockholders for fiscal year ended December 31, 1999: Selected Historical Consolidated Financial Data II Management's discussion and analysis of Consolidated Financial Condition and results of Operations II Quarterly financial data (unaudited) II Consolidated financial statements and notes to Consolidated Financial Statements II Independent Auditors' Report II Definitive proxy statement for the 2000 Annual Meeting of Stockholders to be held on May 2, 2000 III
3 FORM 10-K INDEX
PAGE PART I Item 1. Business 1 Item 2. Properties 16 Item 3 Legal Proceedings 16 Item 4. Submission of Matters to a Vote of Security Holders 17 PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters 17 Item 6. Selected Financial Data 17 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 17 Item 8. Financial Statements and Supplementary Data 17 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18 PART III Item 10. Directors and Executive Officers of the Registrant 18 Item 11. Executive Compensation 18 Item 12. Security Ownership of Certain Beneficial Owners and Management 18 Item 13. Certain Relationships and Related Transactions 18 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 18 Signatures 19 Index to Exhibits E-1
4 YARDVILLE NATIONAL BANCORP FORM 10-K PART I ITEM 1. BUSINESS General Yardville National Bancorp (the "Company") is a bank holding company registered with the Board of Governors of the Federal Reserve System (the "FRB") under the Bank Holding Company Act of 1956 (the "Bank Holding Company Act"). The Company's business is the ownership and management of The Yardville National Bank, a national banking association and the Company's sole banking subsidiary (the "Bank"). The Company was incorporated under the laws of New Jersey and became the holding company of the Bank in 1985. At December 31, 1999, the Company had total assets of approximately $1,123,598,000, deposits of approximately $743,807,000 and stockholders' equity of approximately $58,825,000. The Bank The Bank received its charter from The Office of the Comptroller of the Currency (the "OCC") in 1924 and commenced operations as a commercial bank in 1925. The Bank currently operates twelve full-service banking offices in Mercer County, New Jersey, six in Hamilton Township, two in Ewing Township, one in East Windsor Township, one in Hopewell Township, one in Trenton and one in Newtown, Pennsylvania. In addition, the Bank operates a Telephone Help Center which serves as a centralized sales and information center for all of the banking offices. The Bank also leases a 45,000 square foot building located in Hamilton Township. This location serves as the headquarters for the Company and the Bank and includes a full service bank branch. The Telephone Help Center is also located in the corporate headquarters building. The Bank's principal executive offices are located at 2465 Kuser Road, Trenton, New Jersey. The Bank conducts a general commercial and retail banking business. The principal focus of the Bank has been to provide a full range of traditional commercial and retail banking services, including savings and time deposits, letters of credit, checking accounts and commercial, real estate and consumer loans, for individuals and small and medium size businesses in each of the local communities that it serves. The Bank also offers mutual funds and annuity products to its customers. 5 The Bank has seven wholly-owned non-bank subsidiaries. Yardville National Investment Corporation, which was incorporated in 1985, was formed to separate a portion of the Bank's investment portfolio functions and responsibilities from its regular banking operations and to increase the net yield of the investment portfolio. YNB Real Estate Holding Company is utilized to hold Bank branch properties. YNB Realty, Inc. is utilized to more effectively manage certain commercial mortgage loans originated by the Bank. Brendan, Inc., Nancy-Beth, Inc. and Jim Mary, Inc. are utilized for the control and disposal of other real estate properties. YNB Financial, Inc. is engaged in the business of selling investment products offered by insurance companies. Yardville Capital Trust Yardville Capital Trust, a wholly-owned subsidiary of the Company, was formed on August 28, 1997 for the exclusive purposes of (i) issuing and selling trust preferred securities, (ii) using the proceeds from the sale of the trust preferred securities to acquire subordinated debentures issued by the Company and (iii) engaging in only those other activities necessary, advisable or incidental thereto. Supervision and Regulation General Bank holding companies and banks are extensively regulated under both Federal and state laws. Because the Company is a "bank holding company" under the Bank Holding Company Act, the FRB, acting through the Federal Reserve Bank of Philadelphia ("FRBP") is the primary supervisory authority for, and examines, the Company and any non-bank subsidiaries which are not subsidiaries of the Bank. Because the Bank is a national bank, the primary supervisory authority for the Bank and its subsidiaries is the OCC, which regularly examines the Bank. The FDIC and the FRB (because the Bank is a member of the Federal Reserve System) also regulate, supervise and have power to examine the Bank and its subsidiaries. The regulation and supervision of the Company and the Bank are designed primarily for the protection of depositors and the FDIC, and not the Company or its stockholders. Enforcement actions may include the imposition of a conservator or receiver, cease-and-desist orders and written agreements, the termination of insurance on deposits, the imposition of civil money penalties and removal and prohibition orders. If any enforcement action is taken by a banking regulator, the value of an equity investment in the Company could be substantially reduced or eliminated. Bank Holding Company Act The Bank Holding Company Act requires a "bank holding company" such as the Company to secure the prior approval of the FRB before it owns or controls, directly or indirectly, more than five percent (5%) of the voting shares or substantially all of the assets of any bank. Applications under the Bank Holding Company Act and the Change in Control Act (see discussion below) are subject to review based upon the record of compliance of the applicant with 6 the Community Reinvestment Act of 1977 ("CRA") as discussed below. In addition, a bank holding company is generally prohibited from engaging in or acquiring direct or indirect control of more than five percent (5%) of the voting shares of any company engaged in non-banking activities unless the FRB, by order or regulation, has found such activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. As further discussed below, the Gramm-Lech-Bliley Act of 1999 has established a new kind of bank holding company, called a financial holding company. Bank holding companies that are eligible and make an effective election to be a financial holding company then have substantially broader powers, particularly in the areas of securities and insurance activities. Effective March 13, 2000, the Company has made an effective election to be a financial holding company. The Company is required to file an annual report with the FRB and any additional information that the FRB may require pursuant to the Bank Holding Company Act. The FRB may also make examinations of the Company and any or all of its subsidiaries. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or provision of credit or provision of any property or services. The so-called 'anti-tie-in' provisions state generally that a bank may not condition the pricing or provision of certain products and services on a requirement that the customer provide certain products or services to the bank holding company or bank, or any other subsidiary of the bank holding company, or that the customer not obtain certain products or services from competitors, or that the customer also obtain certain other products or services from the bank, its bank holding company or any other subsidiary of the bank holding company. There is an exception to the tie-in prohibition for "traditional" banking products and services. FRB regulations require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. The FRB has, in some cases, entered orders for bank holding companies to take affirmative action to strengthen the finances or management of subsidiary banks. Change in Bank Control Act Under the Change in Bank Control Act of 1978 ("Change in Control Act"), no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire "control" of any federally insured depository institution unless the appropriate Federal banking agency has been given 60 days' prior written notice of the proposed acquisition and within that period has not issued a notice disapproving of the proposed acquisition or has issued written notice of its intent not to disapprove the action. For this purpose, "control" is generally defined as the power, directly, or indirectly, to direct the management or policies of an institution or to vote 25% or more of any class of its voting securities. Under applicable regulations, control is presumed to exist in certain circumstances, including ownership of more than 10% of any class of voting shares of a public company such as the Company. The period for the agency's disapproval may be extended by the agency. Upon receiving such notice, the Federal agency is required to provide a copy to the appropriate state regulatory agency if the institution of which control is to be acquired is state chartered, and the Federal agency is obligated to give due consideration to the views and recommendations of the state agency. Upon receiving a notice, the Federal agency is also required to conduct an investigation of each person involved in the proposed acquisition. 7 Notice of such proposal is to be published and public comment solicited thereon. A proposal may be disapproved by the Federal agency if the proposal would have anti-competitive effects, if the proposal would jeopardize the financial stability of the institution to be acquired or prejudice the interests of its depositors, if the competence, experience or integrity of any acquiring person or proposed management personnel indicates that it would not be in the interest of depositors or the public to permit such person to control the institution, if any acquiring person fails to furnish the Federal agency with all information required by the agency, or if the Federal agency determines that the proposed transaction would result in an adverse effect on a deposit insurance fund. In addition, the Change in Control Act requires that, whenever any federally insured depository institution makes a loan or loans secured, or to be secured, by 25% or more of the outstanding voting stock of a federally insured depository institution, the president or chief executive officer of the lending bank must promptly report such fact to the appropriate Federal banking agency regulating the institution whose stock secures the loan or loans. Supervision and Regulation of the Bank The operations of the Bank are subject to Federal and state statutes and regulations applicable to banks chartered under the banking laws of the United States, to members of the Federal Reserve System and to banks whose deposits are insured by the FDIC. The primary supervisory authority of the Bank is the OCC (also its primary Federal regulator), which regularly examines the Bank. The OCC has the authority to prevent a national bank from engaging in an unsafe or unsound practice in conducting its business. Federal and state banking laws and regulations govern, among other things, the scope of a bank's business, the investments a bank may make, the reserves against deposits a bank must maintain, loans a bank makes and collateral it takes, the activities of a bank with respect to mergers and consolidations and the establishment of branches. All nationally and state-chartered banks in New Jersey are permitted to maintain branch offices in any county of the state. Branching outside of New Jersey is also permitted under certain circumstances. See "Interstate banking." National bank branches may be established only after approval by the OCC. It is the general policy of the OCC to approve applications to establish and operate domestic branches provided that approval would not violate applicable Federal or state laws regarding the establishment of such branches. The OCC reserves the right to deny an application or grant approval subject to conditions if (1) there are significant supervisory concerns with respect to the application or affiliated organizations, (2) in accordance with CRA, the applicant's record of helping meet the credit needs of its entire community, including low and moderate income neighborhoods, consistent with safe and sound operation, is less than satisfactory, or (3) any financial or other business arrangement, direct or indirect, involving the proposed branch or device and bank "insiders" (directors, officers, employees and 10%-or-greater stockholders) involves terms and conditions more favorable to the insiders than would be available in a comparable transaction with unrelated parties. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), the FDIC's prior approval is also required for any new branch application of a bank which is ranked in any of the three "undercapitalized" categories established by FDICIA. See "Prompt Corrective Action." 8 Under the Federal Deposit Insurance Act, the OCC possesses the power to prohibit institutions regulated by it (such as the Bank) from engaging in any activity that would be an unsafe and unsound banking practice and in violation of the law. Moreover, Federal law enactment's have expanded the circumstances under which officers or directors of a bank may be removed by the institution's Federal supervisory agency, restricted and further regulated lending by a bank to its executive officers, directors, principal stockholders or related interests thereof and restricted management personnel of a bank from serving as directors or in other management positions with certain depository institutions whose assets exceed a specified amount or which have an office within a specified geographic area, and restricts management personnel from borrowing from another institution that has a correspondent relationship with their bank. The Bank, as a member of the Federal Reserve System, is subject to certain restrictions imposed by the Federal Reserve Act on any extensions of credit to the bank holding company or its subsidiaries, on investments in the stock or other securities of the bank holding company or its subsidiaries and on taking such stock or securities as collateral for loans. The Federal Reserve Act and FRB regulations also place certain limitations and reporting requirements on extensions of credit by the Bank to principal stockholders of its parent holding company, among others, and to related interests of such principal stockholders. Such legislation and regulations may affect the terms upon which any person becoming a principal stockholder of a holding company may obtain credit from banks with which the subsidiary bank maintains a correspondent relationship. In addition, as a bank whose deposits are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default of any assessment due to the FDIC. The Bank is not in default under any of its obligations to the FDIC. The FDIC also has authority under the Federal Deposit Insurance Act to prohibit an insured bank from engaging in conduct which, in the FDIC's opinion, constitutes an unsafe or unsound practice in conducting its business. It is possible, depending upon the financial condition of the Bank and other factors, that the FDIC could claim that the payment of dividends or other payments might, under some circumstances, be an unsafe or unsound banking practice. Under CRA, the record of a bank holding company and its subsidiary banks must be considered by the appropriate Federal banking agencies in reviewing and approving or disapproving a variety of regulatory applications including approval of a branch or other deposit facility, office relocation, a merger and certain acquisitions of bank shares. Regulators are required to assess the record of the Company and the Bank to determine if they are meeting the credit needs of the community (including low and moderate neighborhoods) they serve. Regulators make publicly available an evaluation of banks' records in meeting credit needs in their communities, including a descriptive rating and a statement describing the basis for the rating. In addition, the Bank is subject to a variety of banking laws and regulations governing consumer protection (including the Truth in Lending Act ("TILA"), the Truth in Savings Act, the Equal Credit Opportunity Act, the Home Mortgage Disclosure Act, the Electronic Funds Transfer Act, and the Real Estate Settlement Procedures Act ("RESPA"), FDIC deposit insurance regulations, and FRB regulations governing such matters as reserve requirements for deposits, securities margin lending, collection of checks and other items and availability of deposits for 9 withdrawal by customers, security procedures, and prohibitions of payment of interest on demand deposits. Under the Americans With Disabilities Act ("ADA"), certain bank facilities are identified as "public accommodations" and are subject to regulation to promote accessibility of their facilities for disabled persons. Capital Rules Under risk-based capital requirements for bank holding companies, the Company is required to maintain a minimum ratio of total capital to risk-weighted assets (including certain off-balance-sheet activities, such as standby letters of credit) of eight percent. At least half of the total capital is to be composed of common equity, retained earnings and qualifying perpetual preferred stock, less goodwill ("tier 1 capital" and together with tier 2 capital "total capital"). The remainder may consist of subordinated debt, nonqualifying preferred stock and a limited amount of the loan loss allowance ("tier 2 capital"). At December 31, 1999, the Company's tier 1 capital and total capital ratios were 10.3 percent and 11.5 percent, respectively. In addition, the Federal Reserve Board has established minimum leverage ratio requirements for bank holding companies. These requirements provide for a minimum leverage ratio of tier 1 capital to adjusted average quarterly assets ("leverage ratio") equal to three percent for bank holding companies that meet certain specified criteria, including having the highest regulatory rating. All other bank holding companies will generally be required to maintain a leverage ratio of from at least four to five percent. The Company's leverage ratio at December 31, 1999, was 7.9 percent. The requirements also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the requirements indicate that the Federal Reserve Board will continue to consider a "tangible tier 1 leverage ratio" (deducting all intangibles) in evaluating proposals for expansion or new activity. The Federal Reserve Board has not advised the Company of any specific minimum tier 1 leverage ratio applicable to it. The Bank is subject to similar capital requirements adopted by the OCC. The OCC has not advised the Bank of any specific minimum leverage ratios applicable to it. The capital ratios of the Bank are set forth below under the discussion of Prompt Corrective Action. Banking regulators continue to indicate their desire to raise capital requirements applicable to banking organizations, including a proposal to add an interest rate risk component to risk-based capital requirements. Prompt Corrective Action In addition to the required minimum capital levels described above, federal law establishes a system of "prompt corrective actions" which Federal banking agencies are required to take, and certain actions which they have discretion to take, based upon the capital category into which a federally regulated depository institution falls. Regulations set forth detailed procedures and criteria for implementing prompt corrective action in the case of any institution which is not adequately capitalized. Under the rules, an institution will be deemed to be "adequately 10 capitalized" or better if it exceeds the minimum Federal regulatory capital requirements. However, it will be deemed "undercapitalized" if it fails to meet the minimum capital requirements, "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0 percent, a Tier 1 risk-based capital ratio that is less than 3.0 percent, or a leverage ratio that is less than 3.0 percent, and "critically undercapitalized" if the institution has a ratio of tangible equity to total assets that is equal to or less than 2.0 percent. The following table sets forth the minimum capital ratios that a bank must satisfy in order to be considered adequately capitalized or well capitalized under the prompt corrective action regulations, and the Bank's capital ratios at December 31, 1999:
Adequately Well Bank ratios at Capitalized Capitalized December 31, 1999 ----------- ----------- ----------------- Total Risk-Based Capital Ratio 8.00% 10.00% 11.4% Tier 1 Risk-Based Capital Ratio 4.00% 6.00% 10.2% Leverage Ratio 4.00% 5.00% 7.8%
The prompt corrective action rules require an undercapitalized institution to file a written capital restoration plan, along with a performance guaranty by its holding company or a third party. In addition, an undercapitalized institution becomes subject to certain automatic restrictions including a prohibition on payment of dividends, a limitation on asset growth and expansion, in certain cases, a limitation on the payment of bonuses or raises to senior executive officers, and a prohibition on the payment of certain "management fees" to any "controlling person". Institutions that are classified as undercapitalized are also subject to certain additional supervisory actions, including increased reporting burdens and regulatory monitoring, a limitation on the institution's ability to make acquisitions, open new branch offices, or engage in new lines of business, obligations to raise additional capital, restrictions on transactions with affiliates, and restrictions on interest rates paid by the institution on deposits. In certain cases, bank regulatory agencies may require replacement of senior executive officers or directors, or sale of the institution to a willing purchaser. If an institution is deemed to be "critically undercapitalized" and continues in that category for four quarters, the statute requires, with certain narrowly limited exceptions, that the institution be placed in receivership. Deposit Insurance Assessments Deposits of the Bank are insured by the FDIC through the Bank Insurance Fund ("BIF"). Deposits of certain savings associations are insured by the FDIC through the Savings Association Insurance Fund ("SAIF"). The FDIC sets deposit insurance assessment rates on a semiannual basis and will increase deposit insurance assessments whenever the ratio of reserves to insured deposits in a fund is less than 1.25. The insurance assessments paid by an institution are to be based on the probability that the fund will incur a loss with respect to the institution. The FDIC has adopted deposit insurance regulations under which insured institutions are assigned to one of the following three capital groups based on their capital levels: "well-capitalized," "adequately capitalized" and "undercapitalized." Banks in each of these three groups are further classified into 11 three subgroups based upon the level of supervisory concern with respect to each bank. The resulting matrix creates nine assessment risk classifications to which are assigned deposit insurance premiums ranging from 0.00% for the best capitalized, healthiest institutions, to 0.27% for undercapitalized institutions with substantial supervisory concerns. In addition, the Bank is subject to quarterly assessments relating to interest payments on Financing Corporation (FICO) bonds issued in connection with the resolution of the thrift industry crisis. The FICO assessment rate is adjusted quarterly to reflect changes in the assessment bases of the BIF and SAIF. The FICO assessments on BIF-insured deposits are set at an annual rate of 0.0212% of assessable deposits. Limitations on Payment of Dividends; Regulatory Agreement Under applicable New Jersey law, the Company is not permitted to pay dividends on its capital stock if, following the payment of the dividend, (i) the corporation would be unable to pay its debts as they become due in the usual course of business or (ii) the corporation's total assets would be less than its total liabilities. Determinations under clause (ii) above may be based upon (i) financial statements prepared on the basis of generally accepted accounting principles, (ii) financial statements prepared on the basis of other accounting principles that are reasonable under the circumstances, or (iii) a fair valuation or other method that is reasonable in the circumstances. Since it has no significant independent sources of income, the ability of the Company to pay dividends is dependent on its ability to receive dividends from the Bank. Under national banking laws, a national bank must obtain the approval of the OCC before declaring any dividend which, together with all other dividends declared by the national bank in the same calendar year will exceed the total of the bank's net profits of that year combined with its retained net profits of the preceding 2 years, less any required transfers to surplus or a fund for the retirement of any preferred stock. Net profits are to be calculated without adding back any provision to the bank's allowance for loan and lease losses. These restrictions would not prevent the Bank from paying dividends from current earnings to the Company at this time. FDICIA prohibits FDIC-insured institutions from paying dividends or making capital distributions that would cause the institution to fail to meet minimum capital requirements. The FDICIA restrictions would not prevent the Bank from paying dividends from current earnings to the Company at this time. The Bank in 1991 entered into a written agreement with the OCC (the "Regulatory Agreement") to, among other things, create a Compliance Committee, implement a plan to correct any compliance deficiencies, and reduce its classified assets and to maintain the Bank's common stockholders' equity at 5% of total assets. In 1991, in connection with the Regulatory Agreement and at the recommendation of the FRBP, the Board of Directors of the Company adopted a resolution, under which the Board could not declare a dividend to the Company's stockholders except with 10 days' prior written notice to the FRBP. The Regulatory Agreement was terminated on October 18, 1993, and on December 21, 1994, the Board of Directors of the Company rescinded its resolution with the permission of the FRBP, which was granted on November 30, 1994. New Jersey Banking Laws Provisions of the New Jersey Banking Act of 1948 with supplements (the "New Jersey 12 Banking Act") may apply to national banking associations with their principal offices in New Jersey, subject to pre-emption by applicable Federal laws. The merger of a national bank into a state bank requires approval of the New Jersey Commissioner of Banking; however, a state bank may merge into a national bank without such prior approval. The New Jersey Banking Act also purports to regulate certain aspects of bank business, including small loans and certain deposit accounts. New Jersey law permits interstate banking and branching, subject to certain limitations. See the discussion under "Interstate Banking", below. Interstate Banking Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act"), beginning on September 29, 1995, bank holding companies are now permitted to acquire banks in any state without regard to state law, except that state laws which require the acquiror to have been in existence for a specified minimum period of time are preserved, up to a maximum existence requirement of 5 years. Except for initial entry into a state, after an acquisition the acquiror may not control more than 10% of total insured deposits in the U. S. or more than 30% of insured deposits in the acquiror's home state. Stricter state deposit concentration caps apply if they are nondiscriminatory. In addition, effective June 1, 1997, banks in different states may be merged into a single bank with interstate branches, subject to any necessary regulatory approvals and provided the banks are adequately capitalized, unless the state in which such branches would be located has enacted legislation prohibiting such transactions. Once a bank has established branches in a host state through an interstate merger transaction, it may establish and acquire additional branches anywhere in the host state where the acquiree could have branched. The establishment of de novo branches or acquisition of one or more branches in another state without acquisition of the entire bank are only permitted if the other state has enacted legislation authorizing such branching in that state. On April 17, 1996, New Jersey enacted legislation authorizing interstate mergers and acquisitions of branches. The New Jersey legislation does not authorize de novo branching into the state. Because of reciprocity rules adopted by other states (such as Pennsylvania) the lack of authorization for de novo branching into New Jersey may also affect the ability of the Bank to branch into other states. Bank management anticipates that the Interstate Banking Act will increase competitive pressures in the Bank's market by permitting entry of additional competitors. 1996 Federal Banking Legislation The Economic Growth And Regulatory Paperwork Reduction Act of 1996 (the "1996 Banking Law"), enacted as Title II of the Omnibus Consolidated Appropriations Act for Fiscal Year 1997 was signed into Law on September 30, 1996, implemented a wide range of regulatory relief provisions affecting federal insured depository institutions. Among the supervisory provisions of the 1996 Banking Law which may affect the Bank, the 1996 Banking Law included the following: per branch capital requirement for national banks were eliminated; ATM's and other remote service units were excluded from the definition of "branch" for purposes of certain branch approval requirements and geographic restrictions; the law permits well-capitalized banks rated CAMEL 1 or 2 to invest in bank premises in amounts up to 150 percent of the bank's capital and surplus with only a 30-day after-the-fact notice and establishes expedited procedures to permit certain bank holding companies to engage in permissible nonbanking activities, except for 13 acquisitions of thrifts; exempted from the insider lending restrictions a bank's company-wide benefit or compensation plans that are widely available to employees of the bank and that do not give preference to any officer, director, or principal shareholder (or related interests) over other employees of the bank; permits the Federal banking agencies to raise the asset limit for an 18-month examination cycle from $175,000,000 to $250,000,000 for banks with a CAMEL 2 rating; permits the OCC to waive the State residency requirement for directors of national banks; eliminates the independent auditor attestation requirement for compliance with safety and soundness laws; authorizes the Federal banking agencies to permit a bank's independent audit committee to include some inside directors if the bank is unable to find competent outside directors, provided a majority of the committee is still made up of outside directors; requires FRB and the U.S. Department of Housing and Urban Development, within 6 months of enactment, to simplify and improve RESPA and TILA disclosures and provide a single format for such disclosures; makes a number of changes to RESPA's disclosure requirements; generally provides that, if a bank or a third party self-tests for compliance under the Equal Credit Opportunity Act and the Fair Housing Act, the test results will not be used against the bank if the bank identifies possible violations and is taking appropriate corrective actions, and if the bank is not using the results in its defense; sunsets the Truth-in-Savings Act's civil liability provision in five years; recapitalizes the Savings Association Insurance Fund ("SAIF") as of October 1, 1996; requires banks after December 31, 1996 to pay 20% of the interest on the bonds that funded the initial capitalization of SAIF ("FICO bonds") but banks would be required to pay a full pro-rata share of the interest obligation beginning after the earlier of December 31, 1999 or the date on which the last savings association ceases to exist; merges SAIF and the Bank Insurance Fund ("BIF") on January 1, 1999, but only if no insured depository institution is a savings association on that date; requires the Department of Treasury to conduct a study by March 31, 1997 on the development of a common charter for all insured depository institutions; substantially amends the Fair Credit Reporting Act ("FCRA"); prohibits the Federal banking agencies from examining for compliance with FCRA unless there has been a complaint about a violation or the agency otherwise has knowledge of a violation; and amends the Comprehensive Environmental Response, Compensation, and Liability Act to clarify that a lender is not liable for environmental cleanups of property securing a loan unless the lender, among other things, participates in day-to-day decision making over the operations of the property or has control over environmental compliance and provides that lenders that foreclose on property may take certain post-foreclosure actions without incurring liability for environmental cleanup if the lender did not participate in management of the property prior to foreclosure and the lender seeks to dispose of the property as soon as it is commercially reasonable. On November 12, 1999, the Gramm-Leach-Bliley Act (the "Financial Modernization Act" or the "Act") was signed into law. The centerpiece of the Financial Modernization Law are provisions allowing for affiliations among banking, insurance and securities firms under a "financial holding company." The Act establishes certain principles of functional regulation applicable to such affiliated operations, and certain historic exemptions available to banks under various Federal securities laws are significantly scaled back effective in may, 2001. The Act also establishes significant new consumer privacy protections, which are scheduled to come into effect in November, 2000. All financial institutions are required to develop a written privacy policy, and to disclose it to their customers at the time of establishment of the customer relationship and annually thereafter. In addition, the Act imposes stringent restrictions on the disclosure of non- 14 public consumer financial information to third parties. The Act includes a broad range of regulatory changes, including various provisions designed to reduce the regulatory burden on small banks and provisions requiring disclosures of certain types of agreements entered into relating to CRA compliance. The Financial Modernization Act is sweeping legislation that the Company believes will affect the financial services industry for years to come. It is too early to determine the effect the Act will have on the Company or its financial performance. Other Laws and Regulations The Company and the Bank are subject to a variety of laws and regulations which are not limited to banking organizations. In lending to commercial and consumer borrowers, and in owning and operating its own property, the Bank is subject to regulations and risks under state and Federal environmental laws. Legislation and Regulatory Changes Legislation and regulations may be enacted which increase the cost of doing business, limiting or expanding permissible activities, or affecting the competitive balance between banks and other financial services providers. Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies, and other financial institutions are frequently made in Congress and before various bank regulatory agencies. No prediction can be made as to the likelihood of any major changes or the impact such changes might have on the Company and the Bank. Effect of Government Monetary Policies The earnings of the Company are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The FRB has had, and will likely continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The FRB has a major effect upon the levels of bank loans, investments and deposits through its open market operations in United States government securities and through its regulation of, among other things, the discount rate on borrowings of member banks and the reserve requirements against member banks' deposits. It is not possible to predict the nature and impact of future changes in monetary and fiscal policies. Competition The Bank faces significant competition both in generating loans and in attracting deposits. The central New Jersey area is a highly competitive market. The Bank is subject to vigorous competition in all aspects of its business from other financial institutions such as commercial banks, savings banks, savings and loan associations, credit unions, insurance companies and finance and mortgage companies. Within the direct market area of the Bank there are a significant number of offices of competing financial institutions. The Bank competes in its market area with a number of larger commercial banks that have substantially greater resources, higher lending limits, larger branch systems and provide a wider array of banking services. The effect of liberalized 15 branching and acquisition laws has been to lower barriers to entry into the banking business and increase competition for banking business, as well as to increase both competition for and opportunities to acquire other financial institutions. Savings banks, savings and loan associations and credit unions also actively compete for deposits and for various types of loans. In its lending business, the Bank is subject to increasing competition from consumer finance companies and mortgage companies, which are not subject to the same kind of regulatory restrictions as banks and can often offer lower loan rates than banks. Financial institutions are intensely competitive in the interest rates they offer on deposits. In addition, the Bank faces competition for deposits from non-bank institutions such as brokerage firms and insurance companies in such instruments as short-term money market funds, corporate and government securities funds, mutual funds and annuities. Finally, a number of the Bank's competitors provide a wider array of services (such as trust and international services, which the Bank does not provide) and, by virtue of their greater financial resources, have higher lending limits and larger branch systems. Employees At December 31, 1999, the Company employed 222 full-time employees and 29 part-time employees. Statistical Disclosure Statistical disclosure information regarding the Company is included in "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations," which is incorporated by reference to the Company's 1999 Annual Report to Stockholders. ITEM 2. PROPERTIES Principal Office The principal executive offices of the Company and the Bank are located at 2465 Kuser Road, Hamilton, New Jersey. The Bank leases the offices pursuant to a lease that commenced in October, 1999, has an initial term of 14 years ending in 2013, and is renewable for two additional five-year periods thereafter. The monthly rental payments under the lease are $54,750 during the first five years of the lease. Thereafter, the monthly rental will be adjusted every five years in accordance with a formula based on the Consumer Price Index, provided that the monthly rental payment for any lease period may not vary by more than 3% from the monthly rental payment in the immediately preceding lease period. The Bank has the option to purchase the property at any time after the fifth year of the lease at a purchase price equal to the fair market value of the property at the time the option is exercised. The Bank also maintains a full-service branch office and the Bank's Telephone Help Center in the building. The management and staff of the Company utilize the facilities and equipment of the Bank at these offices. In addition, Yardville National Investment Corporation leases office space in the building from the Bank. Branch Offices The Bank presently maintains 12 branch offices. The Bank owns four banking offices in Hamilton Township, New Jersey, and one banking office in Ewing Township, New Jersey. In addition to the banking branch located in its principal executive offices, the Bank leases the following five additional banking offices in New Jersey and one additional branch office in Newtown, Pennsylvania: > West Trenton Office: The lease provides for a term of five years ending in 2004 (renewable for two additional five-year periods thereafter) and base monthly rental payments $2,520 during the current term. > East Windsor Office: As a result of negotiations in April, 1998, the lease provides for a remaining term of six years and seven months ending in 2004 (renewable for two additional five-year periods thereafter) and base monthly rental payments $5416.66 during the current term. > Trenton Office: The lease provides for a term of five years ending in 2004 (renewable for two additional five-year periods thereafter) and base monthly rental payments $2,105.00 during the current term. > Nottingham Pointe Office: The Bank opened this branch office in 1996. Effective April 1, 1996, the Bank assumed a lease with a remaining term ending on September 30, 2011 (renewable for six five-year periods thereafter) and base monthly rental payments $5573.53 during the current term. > Pennington Office: The Bank opened this branch office in 1998. The lease provides for an initial term of five years ending in 2003 (renewable for three additional five-year periods thereafter) and base monthly rental payments $1730.33 during the initial term. > Newtown Office: The Bank opened this branch office in the first quarter of 1999 under a lease that became effective in 1998. The lease provides for an initial term of five years ending in 2003 (renewable for three additional five-year periods thereafter) and base monthly rental payments $4,670.83 during the initial term. The Bank expects to open its third branch office in Ewing Township in April, 2000. The lease will provide for an initial term of five years ending in 2005 (renewable for three additional five-year periods thereafter), no rental payments during the first year of the initial term, and base monthly rental payments of $1,677 during the remainder of the initial term. 16 ITEM 3. LEGAL PROCEEDINGS The Company is a party to various legal actions as of December 31, 1999, arising out of the ordinary course of business. Management of the Company does not deem any of the claims against the Company in such matters as material in relation to the Company's financial condition, results of operations or liquidity based on information currently available to the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 1999, through the solicitation of proxies or otherwise 17 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information The Common Stock is traded in the Nasdaq National Market System. The following table shows the range of high and low closing bid prices of the Common Stock in the Nasdaq National Market System during 1998 and 1999. The prices below reflect the 2.5% stock dividend declared in March 1998. The price quotations reflect inter-dealer quotations without adjustment for retail markup, markdown or commission, and may not represent actual transactions.
Bid Price ----------------- Year Ended December 31, 1998: High Low - ----------------------------- ------ ----- First Quarter $19.03 $17.08 Second Quarter 19.75 16.38 Third Quarter 16.75 12.00 Fourth Quarter 14.25 12.00 Year Ended December 31, 1999: - ----------------------------- First Quarter $13.88 $12.31 Second Quarter 13.75 11.63 Third Quarter 13.75 10.63 Fourth Quarter 12.63 10.31 Holders
As of December 31, 1999, the Company had approximately 601 holders of record of the Common Stock. Dividends In 1998, the Company paid four quarterly cash dividends on the Common Stock in the aggregate amount of $1,449,000. In 1999, the Company paid four quarterly cash dividends on the Common Stock in the aggregate amount of $2,037,000. Dividends paid per share in 1999 totaled $0.34. The fourth quarter dividend in 1999 included a special year-end cash dividend of $0.01. Cash dividends are generally paid quarterly or four times a year. All dividend data has been restated to reflect the 2.5% stock dividend declared in March 1998. In the first quarter of 2000, the Company paid a cash dividend in the amount of $.10 per share on the Common Stock. Because substantially all of the funds available for the payment of cash dividends are derived from the Bank, future cash dividends will depend primarily upon the Bank's earnings, financial condition, need for funds, and government policies and regulations applicable to both the Bank and the Company. As of December 31, 1999, the net profits of the Bank available for distribution to the Company as dividends without regulatory approval were approximately $10,288,000. The Company expects to pay quarterly cash dividends for the remaining three quarters in 2000 to holders of Common Stock, subject to the Company's financial condition. 18 ITEMS 6, 7, 7A AND 8 Information required by items 6, 7, 7A and 8 is provided in the Company's 1999 Annual Report to Stockholders under the captions and on the pages indicated below, and is incorporated by reference:
PAGES IN 1999 CAPTION IN 1999 ANNUAL REPORT ANNUAL REPORT TO STOCKHOLDERS TO STOCKHOLDERS - --------------- --------------- SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 11-12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13-36 QUARTERLY FINANCIAL DATA (UNAUDITED) 36 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 37-52 INDEPENDENT AUDITORS' REPORT 53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEMS 10 THROUGH 13 Information required by Items 10 through 13 is provided in the Company's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders to be held May 2, 2000. Such information is incorporated by reference. The information contained in the Company's definitive proxy statement under the caption "Organization and Compensation Committee Report" shall not be deemed to be incorporated by reference herein. 19 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Exhibits and Financial Statement Schedules 1. Financial Statements The following financial statements are incorporated herein by reference to the Company's 1999 Annual Report to Stockholders: - Consolidated Statements of Condition - Consolidated Statements of Income - Consolidated Statements of changes in Stockholders' Equity - Consolidated Statements of Cash Flows - Notes to Consolidated Financial Statements - Independent Auditors' Report 2. Financial Statement Schedules None 3. Exhibits The exhibits filed or incorporated by reference as a part of this report are listed in the Index to Exhibits which appears at page E-1. (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended December 31, 1999. 20 SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized on March 22, 2000. YARDVILLE NATIONAL BANCORP By: /s/ Patrick M. Ryan ------------------------------------- Patrick M. Ryan, President and Chief Executive Officer
Signatures Title ---------- ----- /s/ Jay G. Destribats Chairman of the Board and Director ---------------------------- Jay G. Destribats /s/ Patrick M. Ryan Director, President and ---------------------------- Chief Executive Officer Patrick M. Ryan /s/ Stephen F. Carman Treasurer, Secretary, ---------------------------- Principal Financial Officer Stephen F. Carman and Principal Accounting Officer /s/ C. West Ayres Director ---------------------------- C. West Ayres /s/ Elbert G. Basolis, Jr. Director ---------------------------- Elbert G. Basolis, Jr. /s/ Lorraine Buklad Director ---------------------------- Lorraine Buklad /s/ Anthony M. Giampetro Director ---------------------------- Anthony M. Giampetro /s/ Sidney L. Hofing Director ---------------------------- Sidney L. Hofing /s/ James J. Kelly Director ---------------------------- James J. Kelly
21
Signatures Title ---------- ----- /s/ Gilbert W. Lugossy Director --------------------------- Gilbert W. Lugossy /s/ Louis R. Matlack Director --------------------------- Louis R. Matlack /s/ Weldon J. McDaniel, Jr. Director --------------------------- Weldon J. McDaniel, Jr. /s/ F. Kevin Tylus Director --------------------------- F. Kevin Tylus
22 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION PAGE - -------------------------------------------------------------------------------------- (G) 3.1 Restated Certificate of Incorporation of the Company, as amended by the Certificate of Amendment thereto filed on March 6, 1998. (B) 3.2 By-Laws of the Company (B) 4.1 Specimen Share of Common Stock (I) 4.2 See Exhibits 3.1 and 3.2 for the Registrant's Certificate of Incorporation and By-Laws, which contain provisions defining the rights of stockholders of the Registrant. (I) 4.3 Amended and Restated Trust Agreement dated October 16, 1997, among the Registrant, as depositor, Wilmington Trust Company, as property trustee, and the Administrative Trustees of Yardville Capital Trust. (I) 4.4 Indenture dated October 16, 1997, between the Registrant and Wilmington Trust Company, as trustee, relating to the Registrant's 9.25% Subordinated Debentures due 2027. (I) 4.5 Preferred Securities Guarantee Agreement dated as of October 16, 1997, between the Registrant and Wilmington Trust Company, as trustee, relating to the Preferred Securities of Yardville Capital Trust. (L) 10.1 Employment Contract between Registrant and Patrick M. Ryan. (L) 10.2 Employment Contract between Registrant and Jay G. Destribats (L) 10.3 Employment Contract between Registrant and Stephen F. Carman 10.4 Employment Contract between Registrant and James F. Doran 10.5 Employment Contract between Registrant and Richard A. Kauffman 10.6 Employment Contract between Registrant and Mary C. O'Donnell 10.7 Employment Contract between Registrant and Frank Durand III (D) 10.8 Salary Continuation Plan for the Benefit of Patrick M. Ryan
23 INDEX TO EXHIBITS (CONTINUED)
EXHIBIT NUMBER DESCRIPTION PAGE - -------------------------------------------------------------------------------------- (D) 10.9 Salary Continuation Plan for the Benefit of Jay G. Destribats (E) 10.10 1988 Stock Option Plan 10.11 Employment Contract between Registrant and Thomas L. Nash (A) 10.12 Directors' Deferred Compensation Plan (B) 10.13 Lease Agreement between Jim Cramer and the Bank dated November 3, 1993 (L) 10.14 Lease between Carduner's Property Partnership and the Bank (A) 10.15 Agreement between the Lalor Urban Renewal Limited Partnership and the Bank dated October, 1994 (C) 10.16 Survivor Income Plan for the Benefit of Stephen F. Carman (C) 10.17 Lease Agreement between Devon Inc. and the Bank dated as of February 9, 1996 (F) 10.18 1997 Stock Option Plan 10.19 Employment Contract between Registrant and Howard N. Hall 10.20 Employment Contract between Registrant and Sarah J. Strout 10.21 Employment Contract between Registrant and Nina D. Melker (L) 10.22 Employment Contract between Registrant and Timothy J. Losch (G) 10.23 Survivor Income Plan for the Benefit of Timothy J. Losch (G) 10.24 Lease Agreement between the Ibis Group and the Bank dated July 1997 (H) 10.25 Lease Agreement between Hilton Realty Co. of Princeton and the bank dated March 31, 1998.
24 INDEX TO EXHIBITS (CONTINUED)
EXHIBIT NUMBER DESCRIPTION PAGE - -------------------------------------------------------------------------------------- (H) 10.26 1994 Stock Option Plan. (J) 10.27 Lease agreement between Crestwood Construction and the Bank dated May 25, 1998 (K) 10.29 Yardville National Bank Employee Stock Ownership Plan, As amended (L) 10.30 Lease Agreement between Sycamore Street Associates and the Bank dated October 30, 1998 10.32 Employment Contract between Registrant and Kathleen A. Fone 13.1 1999 Annual Report to Stockholders 21 List of Subsidiaries of the Registrant 23.1 Consent of KPMG, LLP 27.1 Financial Data Schedule
(A) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB/A filed on July 25, 1995 (B) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 (Registration No. 33-78050) (C) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for fiscal year ended December 31, 1995 (D) Incorporate by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 25 INDEX TO EXHIBITS (CONTINUED) (E) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997, as amended by Form 10-Q/A filed on August 15, 1997 (F) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (Registration No. 333-28193) (G) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (H) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998, as amended by Form 10-Q/A filed June 9, 1998 (I) Incorporated by reference to the Registrant's Registration Statement on Form S-2 (Registration Nos. 333-35061 and 333-35061-01) (J) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998. (K) Incorporated by reference to the Registration Statement on Form S-8 (Registration No. 333-71741). (L) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 as amended by Form 10-K/A filed on April 20, 1999. EX-10.4 2 EMPLOYMENT CONTRACT WITH JAMES F. DORAN 1 Exhibit 10.4 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and James F. Doran, Jr. (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as First Senior Vice President and Senior Lending Officer of the Yardville National Bank (the "Bank") reporting to the President of the Bank. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in the First Senior Vice President and Senior Lending Officer of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $89,250.00; which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. (B) The Bank shall provide the Officer an automobile for his individual use, and shall pay for all reasonable travel and other reasonable expenses incurred by the Officer in performing his obligations as First Senior Vice President and Senior Lending Officer. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) The Executive will have the option within six (6) months after a Change in Control (as herein defined), to elect to resign his position. If the Executive's voluntary departure is for other than death, disability or cause the Executive shall be entitled to receive two (2) years' salary at an annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such voluntary resignation. (B) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive two (2) years' salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by an concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 5 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- James F. Doran, Jr. First Senior Vice President EX-10.5 3 EMPLOYMENT CONTRACT WITH RICHARD A. KAUFFMAN 1 Exhibit 10.5 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Richard A. Kauffman (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of employment hereunder, the Officer shall serve as a Senior Vice President and Chief Technology Officer of the Yardville National Bank (the "Bank") reporting to the Executive Vice President and Chief Financial Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in a Senior Vice President and Chief Technology Officer of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $85,217.00, which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive eighteen (18) months salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by any concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or his personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Richard A. Kauffman Senior Vice President EX-10.6 4 EMPLOYMENT CONTRACT WITH MARY C. O'DONNELL 1 Exhibit 10.6 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Mary C. O'Donnell (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as First Senior Vice President and Chief Credit Officer of the Yardville National Bank (the "Bank") reporting to the President of the Bank. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in the First Senior Vice President and Chief Credit Officer of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $85,000.00; which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) The Executive will have the option within six (6) months after a Change in Control (as herein defined), to elect to resign his position. If the Executive's voluntary departure is for other than death, disability or cause the Executive shall be entitled to receive two (2) years' salary at an annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such voluntary resignation. (B) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive two (2) years' salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by an concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Mary C. O'Donnell First Senior Vice President EX-10.7 5 EMPLOYMENT CONTRACT WITH FRANK DURAND III 1 Exhibit 10.7 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Frank Durand, III (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of employment hereunder, the Officer shall serve as a Senior Vice President and Bank Administrator of the Yardville National Bank (the "Bank") reporting to the President & Chief Executive Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank on account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in a Senior Vice President and Bank Administrator of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $70,000.00, which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. (B) The Officer shall receive a monthly expense stipend of $250.00 for associated expenses incurred for extensive travel and vehicle maintenance in the performance of his duties as Bank Administrator. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive eighteen (18) months salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by any concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Frank Durand, III Senior Vice President EX-10.11 6 EMPLOYMENT CONTRACT WITH THOMAS L. NASH 1 Exhibit 10.11 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Thomas Nash (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as a Senior Vice President and Commercial Mortgage Division Manager of the Yardville National Bank (the "Bank") reporting to the Executive Vice President and Chief Operating Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in a Senior Vice President and Commercial Mortgage Division Manager of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $77,475.00, which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. (B) The Officer shall receive a monthly expense stipend of $250.00 for associated expenses incurred for extensive travel and vehicle maintenance in the performance of his duties as Commercial Mortgage Division Manager. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive eighteen (18) months salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by any concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or his personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Thomas Nash Senior Vice President EX-10.19 7 EMPLOYMENT CONTRACT WITH HOWARD N. HALL 1 Exhibit 10.19 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Howard N. Hall (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as First Senior Vice President and Controller of the Yardville National Bank (the "Bank") reporting to the Executive Vice President & Chief Financial Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in the First Senior Vice President and Controller of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $87,000.00; which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) The Executive will have the option within six (6) months after a Change in Control (as herein defined), to elect to resign his position. If the Executive's voluntary departure is for other than death, disability or cause the Executive shall be entitled to receive two (2) years' salary at an annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such voluntary resignation. (B) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive two (2) years' salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by an concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Howard N. Hall First Senior Vice President EX-10.20 8 EMPLOYMENT CONTRACT WITH SARAH J. STROUT 1 Exhibit 10.20 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Sarah J. Strout (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as a Senior Vice President and Commercial Lending Division Manager of the Yardville National Bank (the "Bank") reporting to the First Senior Vice President and Senior Lending Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in a Senior Vice President and Commercial Lending Division Manager of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $78,750.00, which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. (B) The Officer shall receive a monthly expense stipend of $250.00 for associated expenses incurred for extensive travel and vehicle maintenance in the performance of his duties as Commercial Mortgage Division Manager. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive eighteen (18) months salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by any concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Sarah J. Strout Senior Vice President EX-10.21 9 EMPLOYMENT CONTRACT WITH NINA D. MELKER 1 Exhibit 10.21 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Nina D. Melker (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as a Senior Vice President and Retail Administrator of the Yardville National Bank (the "Bank") reporting to the Executive Vice President & Chief Operating Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in a Senior Vice President and Retail Administrator of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $70,000.00, which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. (B) The Officer shall receive a monthly expense stipend of $250.00 for associated expenses incurred for extensive travel and vehicle maintenance in the performance of his duties as Bank Administrator. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive eighteen (18) months salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by any concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Nina D. Melker Senior Vice President EX-10.32 10 EMPLOYMENT CONTRACT WITH KATHLEEN A. FONE 1 Exhibit 10.32 EMPLOYMENT CONTRACT This AGREEMENT is made effective as of this thirty-first day of January, 2000 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized under the laws of the State of New Jersey, and Kathleen A. Fone (the "Officer"). RECITALS WHEREAS, the Bank desires to employ and retain the services of the Officer for the period provided in this Agreement; and WHEREAS, the Officer is willing to serve in the employ of the Bank on a full-time basis for said period; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. POSITION AND RESPONSIBILITIES During the period of her employment hereunder, the Officer shall serve as a Senior Vice President and Human Resources Division Manager of the Yardville National Bank (the "Bank") reporting to the Executive Vice President and Chief Operating Officer. 2. TERMS AND DUTIES (A) The period of the Officer's employment agreement shall commence as of January 31, 2000 and shall continue for a period of twelve (12) full calendar months thereafter, unless terminated by the Bank of account of death, disability or cause (as herein defined). This Agreement is subject to approval, for continuation, by the President/Chief Executive Officer and the Board of Directors of the Yardville National Bank, at the conclusion of each contract period. Renewals shall be on the same terms and conditions as set forth herein, except for such modification of compensation and benefits as may hereafter be agreed upon between the parties hereto from time to time. 2 (B) During the period of employment, the Officer shall devote full time and attention to such employment and shall perform such duties as are customarily and appropriately vested in a Senior Vice President and Human Resources Division Manager of a commercial bank. 3. DEFINITIONS For purposes of the Agreement, (A) "Cause" means any of the following: (i) the willful commission of an act that causes or that probably will cause substantial economic damage to the Bank or substantial injury to the Bank's business reputation; or, (ii) the commission of an act of fraud in the performance of the Officer's duties; or (iii) a continuing willful failure to perform the duties of the Officer's position with the Bank; or (iv) the order of a bank regulatory agency or court requiring the termination of the Officer's employment. (B) "Change in Control": means any of the following: (i) the acquisition by any person or group acting in concert of beneficial ownership of forty percent (40%) or more of any class of equity security of the Bank or the Bank's Holding Company, or (ii) the approval by the Board, and appropriate regulatory authorities of the sale of all or substantially all of the assets of the Bank or Holding Company; or, (iii) the approval by the Board and appropriate regulatory authorities of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i) or (ii) above. 3 (C) "Disability" means a mental or physical illness or condition rendering the Officer incapable of performing his normal duties for the Bank. (D) "Willfulness" means an act or failure to act done not in good faith and without reasonable belief that the action or omission was in the best interest of the Bank. 4. COMPENSATION AND REIMBURSEMENT (A) During the period of employment, the Bank shall pay to the Officer an annual salary of not less than $70,000.00, which salary shall be paid in bi-weekly installments. Such salary shall be reviewed by the Board or a duly appointed committee thereof at least annually and any adjustments in the amount of salary on said review shall be fixed by Board from time to time. 5. TERMINATION FOR CAUSE (A) The Officer shall not have the right to receive compensation or other benefits provided hereunder for any period after termination for Cause, except to the extent that Officer may be legally entitled to participate by virtue of COBRA or any other State or Federal Law concerning employee rights to benefits upon termination. 6. TERMINATION BY THE OFFICER (A) In the event of the Officer's voluntary termination, the Officer shall not have the right to receive compensation or benefits as provided hereunder after such date of termination, except to the extent that the Officer may be legally entitled to participate by virtue of COBRA or any other State of Federal law concerning employee rights to benefits upon termination. 4 7. CHANGE IN CONTROL (A) In the event that within three (3) years after a Change in Control (as herein defined), the Officer's employment is terminated by the Bank, other than for death, disability or Cause, the Officer shall be entitled to receive eighteen (18) months salary at the annual salary currently being paid, which payment shall be made in a lump sum promptly after the occurrence of such termination. 8. TERMINATION UPON DISABILITY (A) In the event that the Officer experiences a Disability during the period of employment, salary shall continue at the same rate as was in effect on the day of the occurrence of such Disability, reduced by any concurrent disability benefit payments provided under disability insurance maintained by the Bank. If such Disability continues for a period of six (6) consecutive months, the Bank at its option may thereafter, upon written notice to the Officer or his personal representative, terminate the Officer's employment with no further notice. 9. GOVERNING LAW This Agreement and the other obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State of New Jersey. 10. ENTIRE AGREEMENT This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 5 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 31st day of January, 2000. ATTEST: YARDVILLE NATIONAL BANK - ------------------------------ --------------------------------- Patrick M. Ryan President/CEO WITNESS - ------------------------------ --------------------------------- Kathleen A. Fone Senior Vice President EX-13.1 11 1999 ANNUAL REPORT TO STOCKHOLDERS 1 EXHIBIT 13 Selected Historical Consolidated FINANCIAL DATA The following table sets forth certain historical financial data with respect to Yardville National Bancorp and subsidiaries on a consolidated basis. This table should be read in conjunction with Yardville National Bancorp's historical consolidated financial statements and related notes thereto. All share and per share data has been restated to reflect the 2.5% stock dividend declared in March 1998 and the two-for-one stock split effected in the form of a stock dividend declared in December 1997.
December 31, - ---------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------- STATEMENT OF INCOME (in thousands) Interest income $ 69,719 $ 50,923 $ 40,768 $ 34,251 $ 27,336 Interest expense 39,645 28,392 21,100 17,041 12,841 - --------------------------------------------------------------------------------------------------------------------- Net interest income 30,074 22,531 19,668 17,210 14,495 Provision for loan losses 3,175 1,975 1,125 1,640 865 Securities (losses) gains, net (301) 151 24 (136) (91) Gains on sales of mortgages, net 38 62 30 21 19 Other non-interest income 3,028 2,789 2,490 2,228 1,927 Non-interest expense 18,457 15,337 13,341 11,479 10,260 - --------------------------------------------------------------------------------------------------------------------- Income before income tax expense $ 11,207 $ 8,221 $ 7,746 $ 6,204 $ 5,225 Income tax expense 3,187 2,639 2,740 2,178 1,822 - --------------------------------------------------------------------------------------------------------------------- Net income $ 8,020 $ 5,582 $ 5,006 $ 4,026 $ 3,403 - --------------------------------------------------------------------------------------------------------------------- BALANCE SHEET (in thousands, except per share data) Assets $ 1,123,598 $ 757,666 $ 614,686 $ 490,545 $ 403,115 Loans, net of unearned income 646,737 491,649 385,751 331,237 245,054 Securities 417,465 221,688 186,636 124,967 133,853 Deposits 743,807 519,643 422,944 364,445 302,972 Borrowed funds 298,689 177,888 134,316 86,339 65,221 Stockholders' equity 58,825 40,756 39,745 35,230 31,717 Allowance for loan losses 8,965 6,768 5,570 4,957 3,677 PER SHARE DATA Net income -- basic $ 1.33 $ 1.11 $ 0.99 $ 0.82 $ 0.85 Net income -- diluted 1.33 1.10 0.98 0.80 0.82 Cash dividends 0.34 0.29 0.24 0.22 0.19 Stockholders' equity (book value) 8.88 8.20 7.82 7.07 6.58 OTHER DATA Average shares outstanding -- basic 6,015 5,017 5,052 4,938 4,026 Average shares outstanding -- diluted 6,041 5,059 5,117 5,040 4,151 ======================================================================================================================
11 2 Selected Historical Consolidated FINANCIAL DATA (cont.)
December 31, - --------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------- FINANCIAL RATIOS Return on average assets 0.83% 0.82% 0.93% 0.90% 0.99% Return on average stockholders' equity 15.34 13.96 13.32 12.25 13.84 Net interest margin (FTE) (1) 3.33 3.55 3.95 4.10 4.49 Efficiency ratio (2) 56.20 60.07 60.06 59.41 62.75 Average stockholders' equity to average assets 5.39 5.84 7.00 7.33 7.14 Dividend payout ratio 25.40 25.96 24.63 26.90 21.69 Tier 1 leverage ratio (3) 7.90 7.68 9.53 7.80 9.07 Tier 1 capital as a percent of risk-weighted assets 10.26 9.91 12.24 10.17 11.95 Total capital as a percent of risk-weighted assets 11.46 11.17 13.49 11.43 13.20 Allowance for loan losses to total loans (year end) 1.39 1.38 1.44 1.50 1.50 Net loan charge offs to average total loans 0.17 0.18 0.14 0.13 0.05 Nonperforming loans (5) to total loans 0.48 0.79 1.38 2.46 1.15 Nonperforming assets (4) to total loans and other real estate owned (year end) 0.87 1.78 2.18 2.57 1.40 Allowance for loan losses to nonperforming assets (4) (year end) 158.31 76.65 65.64 58.08 106.77 Allowance for loan losses to nonperforming loans (5) (year end) 291.26% 174.75% 104.80% 60.90% 130.44% =====================================================================================================================
(1) Tax equivalent based on a 34% Federal tax rate for all periods presented (FTE = Federal tax equivalent basis). (2) Efficiency ratio is equal to non-interest expense divided by the sum of the net interest income and non-interest income. (3) Tier 1 leverage ratio is Tier 1 capital to average assets. (4) Nonperforming assets include nonperforming loans and other real estate owned. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Financial Condition." (5) Nonperforming loans include nonaccrual loans, restructured loans, and loans 90 days past due or greater and still accruing. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Financial Condition." 12 3 Management's Discussion and Analysis of Consolidated Financial Condition and RESULTS OF OPERATIONS This discussion should be read in conjunction with the consolidated financial statements, notes and tables included elsewhere in this report. Throughout the following sections, the "Corporation" is defined as Yardville National Bancorp and its wholly owned subsidiaries Yardville National Bank (the "Bank") and Yardville Capital Trust, collectively referred to as "YNB." The purpose of this discussion and analysis is to assist in the understanding and evaluation of YNB's financial condition, changes in financial condition and results of operations. 1999 OVERVIEW 1999 was a remarkable year as YNB continued its development into a supercommunity bank while achieving exceptional results. YNB's reputation as a business lender in our expanding marketplace resulted in record loan growth in a consolidating market. In May 1999, YNB successfully completed a secondary public offering which resulted in additional new capital, net of offering expenses, of approximately $17,600,000 to support asset growth. YNB achieved major milestones in the second half of 1999 by passing the $1 billion mark in assets and opening its new corporate headquarters, consolidating major divisions in one building. SUMMARY OF FINANCIAL PERFORMANCE YNB's philosophy of relationship banking and reputation in the marketplace as a business lender resulted in record loan and deposit growth as well as record earnings. Net income amounted to $8,020,000, a 43.7% increase, compared to the record results of $5,582,000 reported in 1998. Earnings were primarily enhanced by commercial loan and securities growth experienced throughout the year. On a diluted per share basis, net income increased 20.9% to $1.33 in 1999 from $1.10 in 1998. Driven by commercial loan growth, YNB's loan portfolio increased 31.5% in 1999 compared to 1998. At December 31, 1999, total loan outstandings reached $646,737,000 compared to $491,649,000 at the end of 1998. Asset quality showed improvement in 1999 as illustrated by the decrease in the ratio of nonperforming loans to total loans from 0.79% in 1998 to 0.48% in 1999. The allowance for loan losses totaled $8,965,000 or 1.39% of total loans, covering 291.3% of total nonperforming loans. YNB's deposit base increased 43.1% to total $743,807,000 at December 31, 1999. CDs were competitively priced throughout the year to fund loan growth. YNB's emphasis on relationship banking is reflected in the 19.6% increase in demand deposits in 1999. [BARCHART] RETURN ON AVERAGE ASSETS 1995 0.99% 1996 0.90% 1997 0.93% 1998 0.82% 1999 0.83%
[BARCHART] RETURN ON AVERAGE STOCKHOLDERS' EQUITY 1995 13.84% 1996 12.25% 1997 13.32% 1998 13.96% 1999 15.34%
Return on average assets (ROA) increased to 0.83% in 1999 from 0.82% in 1998. For 1999 YNB's return on average stockholders' equity (ROE) was 15.34% compared to 13.96% in 1998. This measurement indicates how effectively a company can generate net income on the capital invested by its shareholders. The efficiency ratio decreased to 56.20% in 1999 from 60.07% in 1998. RESULTS OF OPERATIONS YNB earned $8,020,000 or $1.33 per share (diluted) for the year ended December 31, 1999 compared to $5,582,000 or $1.10 per share (diluted) for the year ended December 31, 1998. Net income and earnings per share grew 43.7% and 20.9%, respectively, in 1999. YNB posted net income of $5,006,000 or $0.98 per share (diluted) in 1997. The increase in earnings per share in 1999 is principally attributed to increased earnings, offset by higher average shares outstanding due to the secondary public offering. NET INTEREST INCOME Net interest income, YNB's largest and most significant component of operating income, is the difference between interest and fees earned on loans and other earning assets, and interest paid on deposits and borrowed funds. This component represented 91.6% of YNB's net revenues in 1999. Net interest income also depends upon the relative amount of interest earning assets, interest bearing liabilities, and the interest rate earned or paid on them. The following tables set forth YNB's consolidated average balances of assets, liabilities and stockholders' equity as well as interest income and expense on related items, and YNB's average yield or rate for the years ended December 31, 1999, 1998, 1997, 1996, and 1995. The yields and costs are derived by dividing income and expense by the average balance of assets or liabilities. 13 4 Financial Summary AVERAGE BALANCES, RATES PAID AND YIELDS
- --------------------------------------------------------------------------------------------------------------------- DECEMBER 31, 1999 December 31, 1998 - --------------------------------------------------------------------------------------------------------------------- AVERAGE Average AVERAGE YIELD/ Average Yield/ (in thousands) BALANCE INTEREST RATE Balance Interest Rate - --------------------------------------------------------------------------------------------------------------------- INTEREST EARNING ASSETS: Deposits with other banks $ 734 $ 45 6.13% $ 3,365 $ 175 5.20% Federal funds sold 17,932 904 5.04 6,180 333 5.39 Securities 341,135 21,216 6.22 198,890 12,197 6.13 Loans, net of unearned income (1) 564,552 47,554 8.42 438,050 38,218 8.72 - --------------------------------------------------------------------------------------------------------------------- Total interest earning assets $ 924,353 $ 69,719 7.54% $ 646,485 $50,923 7.88% - --------------------------------------------------------------------------------------------------------------------- NON-INTEREST EARNING ASSETS: Cash and due from banks $ 16,208 $ 15,398 Allowance for loan losses (7,638) (6,102) Premises and equipment, net 7,493 5,786 Other assets 29,109 22,599 - --------------------------------------------------------------------------------------------------------------------- Total non-interest earning assets 45,172 37,681 - --------------------------------------------------------------------------------------------------------------------- Total assets $ 969,525 $ 684,166 - --------------------------------------------------------------------------------------------------------------------- INTEREST BEARING LIABILITIES: Deposits: Savings, money markets, and interest bearing demand $ 185,504 $ 4,887 2.63% $ 165,534 $ 5,034 3.04% Certificates of deposit of $100,000 or more 51,290 2,643 5.15 25,550 1,386 5.42 Other time deposits 320,809 17,528 5.46 211,790 12,152 5.74 - --------------------------------------------------------------------------------------------------------------------- Total interest bearing deposits 557,603 25,058 4.49 402,874 18,572 4.61 Borrowed funds 256,957 13,523 5.26 158,106 8,756 5.54 Trust preferred securities 11,500 1,064 9.25 11,500 1,064 9.25 - --------------------------------------------------------------------------------------------------------------------- Total interest bearing liabilities $ 826,060 $ 39,645 4.80% $ 572,480 $28,392 4.96% - --------------------------------------------------------------------------------------------------------------------- NON-INTEREST BEARING LIABILITIES: Demand deposits $ 81,843 $ 66,857 Other liabilities 9,351 4,857 Stockholders' equity 52,271 39,972 - --------------------------------------------------------------------------------------------------------------------- Total non-interest bearing liabilities and stockholders' equity $ 143,465 $ 111,686 - --------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 969,525 $ 684,166 - --------------------------------------------------------------------------------------------------------------------- Interest rate spread (2) 2.74% 2.92% - --------------------------------------------------------------------------------------------------------------------- Net interest income and margin (3) $ 30,074 3.25% $22,531 3.49% - --------------------------------------------------------------------------------------------------------------------- Net interest income and margin (tax equivalent basis) (4) $ 30,786 3.33% $22,950 3.55% =====================================================================================================================
(1) Loan origination fees are considered an adjustment to interest income. For the purpose of calculating loan yields, average loan balances include nonaccrual loans with no related interest income. (2) The interest rate spread is the difference between the average yield on interest earning assets and the average rate paid on interest bearing liabilities. (3) The net interest margin is equal to net interest income divided by average interest earning assets. (4) In order to make pre-tax income and resultant yields on tax exempt investments and loans comparable to those on taxable investments and loans, a tax equivalent adjustment is made equally to interest income and income tax expense with no effect on after tax income. The tax equivalent adjustment has been computed using a Federal income tax rate of 34% and has increased interest income by $712,000, $419,000, $325,000, $222,000, and $202,000, for the years ended December 31, 1999, 1998, 1997, 1996, and 1995, respectively. 14 5
- ------------------------------------------------------------------------------------------------------------------------ December 31, 1997 December 31, 1996 December 31, 1995 - -------------------------------------------------------------------------------------------------------------------------- Average Average Average Average Yield/ Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate Balance Interest Rate - -------------------------------------------------------------------------------------------------------------------------- $ 2,533 $ 107 4.22% $ 1,992 $ 98 4.92% $ 685 $ 36 5.26% 7,121 380 5.34 4,265 228 5.35 7,838 464 5.92 140,655 8,770 6.24 132,036 8,194 6.21 97,456 5,756 5.91 355,526 31,511 8.86 287,289 25,731 8.96 221,232 21,080 9.53 - -------------------------------------------------------------------------------------------------------------------------- $ 505,835 $40,768 8.06% $425,582 $34,251 8.05% $ 327,211 $27,336 8.35% - -------------------------------------------------------------------------------------------------------------------------- $ 15,425 $ 11,905 $ 8,778 (5,254) (4,190) (3,265) 5,288 5,037 4,175 15,337 10,156 7,490 - -------------------------------------------------------------------------------------------------------------------------- 30,796 22,908 17,178 - -------------------------------------------------------------------------------------------------------------------------- $ 536,631 $448,490 $ 344,389 - -------------------------------------------------------------------------------------------------------------------------- $ 159,720 $ 5,083 3.18% $133,450 $ 4,014 3.01% $ 123,029 $ 4,107 3.34% 23,357 1,273 5.45 18,188 922 5.07 15,521 883 5.69 168,962 9,759 5.78 125,332 7,138 5.70 103,637 5,792 5.59 - -------------------------------------------------------------------------------------------------------------------------- 352,039 16,115 4.58 276,970 12,074 4.36 242,187 10,782 4.45 84,492 4,761 5.63 87,065 4,967 5.70 33,339 2,059 6.18 2,422 224 9.25 -- -- -- -- -- -- - -------------------------------------------------------------------------------------------------------------------------- $ 438,953 $21,100 4.81% $364,035 $17,041 4.68% $ 275,526 $12,841 4.66% - -------------------------------------------------------------------------------------------------------------------------- $ 56,700 $ 49,078 $ 42,321 3,404 2,507 1,950 37,574 32,870 24,592 - -------------------------------------------------------------------------------------------------------------------------- $ 97,678 $ 84,455 $ 68,863 - -------------------------------------------------------------------------------------------------------------------------- $ 536,631 $448,490 $ 344,389 - -------------------------------------------------------------------------------------------------------------------------- 3.25% 3.37% 3.69% - -------------------------------------------------------------------------------------------------------------------------- $19,668 3.89% $17,210 4.04% $14,495 4.43% - -------------------------------------------------------------------------------------------------------------------------- $19,993 3.95% $17,432 4.10% $14,697 4.49% ==========================================================================================================================
15 6 Changes in net interest income and margin result from the interaction between the volume and composition of earning assets, interest bearing liabilities, related yields, and associated funding costs. The following table demonstrates the impact on net interest income of changes in the volume of interest earning assets and interest bearing liabilities and changes in interest rates earned and paid.
- --------------------------------------------------------------------------------------------------------------------- YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES RATE/VOLUME ANALYSIS 1999 VS. 1998 1998 vs. 1997 INCREASE (DECREASE) Increase (Decrease) DUE TO CHANGES IN: Due to changes in: - --------------------------------------------------------------------------------------------------------------------- (in thousands) VOLUME RATE TOTAL Volume Rate Total - --------------------------------------------------------------------------------------------------------------------- INTEREST EARNING ASSETS: Deposits with other banks $ (157) $ 27 $ (130) $ 40 $ 28 $ 68 Federal funds sold 594 (23) 571 (51) 4 (47) Securities 8,844 175 9,019 3,574 (147) 3,427 Loans, net of unearned income (1) 10,696 (1,360) 9,336 7,207 (500) 6,707 - --------------------------------------------------------------------------------------------------------------------- Total interest income 19,977 (1,181) 18,796 10,770 (615) 10,155 - --------------------------------------------------------------------------------------------------------------------- INTEREST BEARING LIABILITIES: Deposits: Savings, money markets, and interest bearing demand 569 (716) (147) 181 (230) (49) Certificates of deposit of $100,000 or more 1,330 (73) 1,257 (6) 119 113 Other time deposits 5,982 (606) 5,376 2,458 (65) 2,393 - --------------------------------------------------------------------------------------------------------------------- Total deposits 7,881 (1,395) 6,486 2,633 (176) 2,457 Borrowed funds 5,222 (455) 4,767 4,078 (83) 3,995 Trust preferred securities -- -- -- 840 -- 840 - --------------------------------------------------------------------------------------------------------------------- Total interest expense 13,103 (1,850) 11,253 7,551 (259) 7,292 - --------------------------------------------------------------------------------------------------------------------- Change in net interest income $ 6,874 $ 669 $ 7,543 $ 3,219 $ (356) $ 2,863 =====================================================================================================================
(1) Loan origination fees are considered adjustments to interest income. YNB's net interest income totaled $30,074,000 in 1999, an increase of 33.5% from the $22,531,000 reported in 1998. The prior year's increase was 14.6% from 1997's net interest income of $19,668,000. The principal factor contributing to the 1999 increase in net interest income was an increase in interest income of $18,796,000 resulting from increased loan and security volumes. This was partially offset by a decrease in loan yields and increased volumes of time deposits and borrowed funds and the related interest expense. Average interest earning assets increased by $277,868,000 or 43.0% for 1999 with increases of $126,502,000 in loans and $142,245,000 in securities. Led by commercial loans, YNB's average loan portfolio grew by 28.9%, however, loan yields averaged 8.42% in 1999 or 30 basis points lower than 1998. The decrease was, in part, the result of 1999 loan growth at lower yields due to a competitive market and a lower interest rate environment for the majority of the year. YNB's commercial, commercial mortgage, and real estate - construction loans with floating interest rates declined from approximately 48% of the total at year-end 1998 to approximately 39% at year-end 1999. This decline also contributed to the lower loan yield as higher yielding floating rate loans were refinanced into lower yielding fixed rate commercial loan assets. YNB's average securities portfolio grew 71.5%, and the yield on that portfolio increased 9 basis points when comparing 1999 to 1998. Overall, the yield on earning assets decreased 34 basis points to 7.54% in 1999 from 7.88% in 1998. Interest expense was $39,645,000 for 1999, an increase of $11,253,000 or 39.6% from $28,392,000 a year ago. The increase in interest expense for the comparable period is principally attributable to higher levels of time deposits and borrowed funds. Time deposits were aggressively priced throughout 1999 to fund loan growth. The cost on these deposits, however, dropped 28 basis points in 1999 from 1998. Average interest bearing liabilities rose 44.3% in 1999 compared to 1998. The cost of total interest bearing liabilities, however, fell 16 basis points to 4.80% in 1999 from 4.96% in 1998. 16 7 Net interest income was $22,531,000 in 1998, an increase of 14.6% from $19,668,000 in 1997. The principal factor contributing to the improvement was an increase in interest income due to increased loan and security volumes. This was partially offset by decreases in loan and security yields and increased volumes of other time deposits, borrowed funds and trust preferred securities and the related interest expense. The net interest margin (tax equivalent basis), which is net interest income divided by average interest earning assets, was 3.33% in 1999 compared with 3.55% in 1998 and 3.95% in 1997. The decrease in the net interest margin resulted from factors discussed previously. In addition, management has continued to use an investment leverage strategy (Investment Growth Strategy) that negatively impacts the margin. The Investment Growth Strategy is designed to increase net interest income by purchasing investments using borrowed funds with a targeted spread of 75 basis points after tax. The primary goals of the strategy are to improve ROE and earnings per share. Incrementally, any increase to net interest income will improve ROE and earnings per share. The targeted spread on this strategy, however, will result in a negative impact to the net interest margin and ROA. For the period ended December 31, 1999, the Investment Growth Strategy averaged approximately $210,000,000. The positive impact to ROE and earnings per share was approximately 3.50% and $0.33, respectively. Due to the above performance of the Investment Growth Strategy, ROA was also enhanced by approximately .03%. The negative impact to the net interest margin was approximately .59%. This strategy is proactively managed, analyzing risk and reward relationships in different interest rate environments based on the composition of investments in the strategy and YNB's overall interest rate risk position. Based on a higher interest rate environment, the trend of a narrowing interest spread and margin is likely to continue throughout 2000. The majority of YNB's entire CD portfolio will reprice over a twelve month period which will put pressure on the net interest margin and net income. Other deposit products are being promoted which are designed to reduce the dependence on higher cost funding sources. Nonaccrual loans totaled $2,189,000 in 1999, an increase of $143,000 from the $2,046,000 reported in 1998. Had such nonaccrual loans been paid in the manner and at the rate and time contracted at the time the loans were made, YNB would have recognized additional interest income of approximately $257,000 in 1999, $249,000 in 1998, and $254,000 in 1997. Moreover, YNB's net interest margin would have been .03% higher in 1999, .04% higher in 1998 and .05% higher in 1997. Average non-interest bearing demand deposits increased 22.4% to $81,843,000 in 1999 from $66,857,000 in 1998. Business checking accounts and relationships have generated most of the increase. Throughout the comparative periods, increases in average non-interest bearing deposits contributed to the increase in net interest income. NON-INTEREST INCOME Non-interest income amounted to $2,765,000 in 1999 compared to $3,002,000 the prior year, a decrease of $237,000 or 7.9%. The primary reason for the decrease was the effect of an investment portfolio restructuring, which resulted in a pre-tax net loss on sale of securities of approximately $301,000 compared to net gains in 1998 and 1997. Non-interest income in 1998 increased by $458,000, or 18.0% from 1997's posted total of $2,544,000. Non-interest income represented 3.8% of total revenues in 1999. Part of YNB's strategic plan is to improve non-interest income growth. The Product Development and Management Committee continues to expand YNB's product base to meet the challenges of a competitive marketplace and changing customer needs. A recently introduced product is YNB Online - PC Banking designed to serve YNB customers quickly and conveniently. This committee has also pursued other strategic initiatives to provide additional sources of fee income that complement YNB's established banking products and services. Management is in the process of completing a business plan focused on taking advantage of the newly allowed business opportunities under the recently passed Financial Modernization Act. These include insurance and investment advisory services. The major components of non-interest income are presented in the following table.
Year Ended December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------------------------------- Service charges on deposit accounts $ 1,374 $ 1,246 $ 1,174 Other service fees 687 611 593 Gains on sales of mortgages, net 38 62 30 Securities (losses) gains, net (301) 151 24 Earnings on bank owned life insurance 765 708 541 Other non-interest income 202 224 182 - -------------------------------------------------------------------------------- Total $ 2,765 $ 3,002 $ 2,544 ================================================================================
Service charges on deposit accounts represent the largest single source of non-interest income. Service charge revenues in 1999 totaled $1,374,000, an increase of 10.3%, compared to $1,246,000 in 1998. Service charge income totaled $1,174,000 in 1997. This component of non-interest income represented 49.7%, 41.5% and 46.1% of the total non-interest income in 1999, 1998 and 1997, respectively. Service charge income increased in 1999 principally due to an increase in income from overdraft fees. YNB attributes the increase to better collection efforts and pricing initiatives instituted in September 1999. Management continues to utilize a strategy of requiring compensating balances from its commercial customers. Those who meet balance requirements are not service charged. YNB also generates non-interest income from a variety of fee-based services. These include safe deposit rentals, 17 8 lockbox services and Automated Teller Machine fees for non-customers. Deposit and fee services are determined annually by the Product Development and Management Committee to reflect current costs and competitive factors. Other service fees increased 12.4% to $687,000 in 1999 from $611,000 in 1998. Other service fees totaled $593,000 in 1997. Gains on sales of mortgages, net, decreased in 1999 to $38,000 from $62,000 in 1998. Gains on sales of mortgages, net, totaled $30,000 in 1997. YNB has not been an active participant in the secondary mortgage market. YNB recorded net securities losses of $301,000 in 1999 and net securities gains of $151,000 and $24,000 in 1998 and 1997, respectively. The net losses in 1999 are the result of a portfolio restructuring in the last quarter of 1999. The purpose was to improve YNB's longer-term interest rate risk position and enhance earnings in 2000 and beyond. Income from Bank Owned Life Insurance (BOLI) totaled $765,000 in 1999, an increase of $57,000 or 8.1% compared to 1998. Income from BOLI totaled $541,000 in 1997. BOLI assets offset the costs of executive compensation plans and a deferred compensation plan for directors. Other non-interest income is primarily composed of income derived from mortgage servicing income. Other non-interest income totaled $202,000 in 1999, a decrease of $22,000, or 9.8%, when compared to $224,000 in 1998. Other non-interest income totaled $182,000 in 1997. NON-INTEREST EXPENSE Non-interest expense totaled $18,457,000 in 1999, an increase of $3,120,000 or 20.3%, compared to $15,337,000 in 1998. Non-interest expense in 1998 increased 15.0% from $13,341,000 in 1997. The largest increase in non-interest expense in 1999 compared to 1998 was in salaries and employee benefits. To a lesser extent, occupancy, equipment and other non-interest expense also increased for the comparable periods. The following table presents the major components of non-interest expense for the years indicated.
Year Ended December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------------------------------- Salaries and employee benefits $10,041 $ 8,115 $ 7,446 Occupancy expense, net 1,516 1,070 977 Equipment expense 1,642 1,299 1,107 Audit and examination fees 346 306 227 Attorneys' fees 296 379 373 O.R.E. expenses 571 573 378 Outside services and processing 237 328 332 Stationery and supplies 498 403 347 Communication and postage 487 434 373 FDIC insurance premium 67 53 47 Insurance (other) 97 101 127 Marketing 835 747 575 Amortization of trust preferred expenses 160 160 27 Other 1,664 1,369 1,005 - -------------------------------------------------------------------------------- Total $18,457 $15,337 $13,341 ================================================================================
Salaries and employee benefits, which represent the largest portion of non-interest expense, increased $1,926,000 in 1999 or 23.7% over 1998. These expenses increased $669,000 or 9.0% over 1997. Full time equivalent employees increased to 233 at December 31, 1999 from 187 at December 31, 1998. This increase in staffing was necessary due to YNB's strong growth and additional branching. Also contributing to the increase were annual merit salary increases. Staffing costs, not including benefits, rose 19.6% in 1999 compared to 1998. Employee benefit costs increased 41.5% in 1999. The primary reasons for the increase was the formation of an Employee Stock Ownership Plan (ESOP) in 1999 and higher health benefits cost. The compensation expense portion of the ESOP was $347,000 and accounted for 54.5% of the increase in benefits expense. 1998's increase from 1997 primarily was the result of additional staffing required with additional branching and further staffing due to YNB's growth, as well as the related benefit expense. Salaries and employee benefits as a percent of average assets were 1.0% in 1999, 1.2% in 1998 and 1.4% in 1997. During 1999, net occupancy expense increased $446,000 to $1,516,000 from $1,070,000 reported in 1998. The increase in occupancy expenses in 1999 compared to 1998 was due primarily to the operating expenses associated with YNB's new corporate headquarters building and branch facility. In October, YNB occupied and began lease payments on the 45,000 square foot building. Occupancy related expenses for the corporate center totaled approximately 18 9 $275,000 in the last quarter of 1999. To a lesser extent, occupancy expenses also increased due to higher costs associated with the lease payments and other operating costs of the Pennington office (full year impact) and the Newtown, Pennsylvania branch, which opened in April 1999. The increase in occupancy expenses in 1998 compared to 1997 was due primarily to new rental lease payments on the Pennington branch, additional space for the East Windsor branch, and routine rent increases. In the last quarter of 1998, YNB began lease payments on its Newtown, Pennsylvania branch. This component of non-interest expense has remained constant as a percentage of average assets at 0.2% in 1999, 1998 and 1997, respectively. Equipment expenses increased $343,000 or 26.4% to $1,642,000 in 1999 from $1,299,000 in 1998. Equipment expense includes depreciation on furniture and equipment as well as maintenance on that equipment. Throughout 1998 and 1999, management upgraded equipment in preparation for Year 2000 and increased processing capability to enhance productivity. Depreciation on furniture and equipment and equipment repairs and maintenance costs increased $251,000 and $40,000 or 35.9% and 11.1%, respectively, in 1999. Of the increase, furniture and equipment expense associated with the corporate center in 1999 totaled approximately $70,000. YNB's enhanced technology has allowed management to further diversify business and consumer product lines. The increase in equipment expenses in 1998 compared to 1997 was the result of management's efforts to upgrade YNB's technology capacity to increase productivity, provide quality customer service, and resolve Year 2000 issues. The full impact of corporate center-related expenses will be realized in 2000. This estimated expense includes all lease costs, depreciation of leasehold improvements, furniture and equipment as well as utility costs. The estimated annual expense impact is $1,320,000. Other real estate (O.R.E.) expenses decreased $2,000 to $571,000 in 1999 when compared to 1998. O.R.E. expenses increased 51.6% in 1998 to $573,000 from $378,000 in 1997. The settlement of one real estate - construction loan, originally placed into nonaccrual in late 1996, took place in late December 1999. Further reducing O.R.E. expenses in 2000 will be dependent on O.R.E. levels experienced during the year. Legal fees and real estate taxes associated with the two real estate - construction loans that were placed in nonaccrual in late 1996 account for the increased O.R.E. expenses in 1998 and 1997. Marketing expenses increased by $88,000, or 11.8% in 1999 to $835,000, compared to $747,000 in 1998. Marketing expenses totaled $575,000 in 1997. In 1999, marketing efforts were concentrated on advertising to generate deposits to support asset growth in addition to YNB's emphasis on participation in community activities. YNB's entry into Pennsylvania in 1999 resulted in additional marketing costs to enhance YNB's profile in a new market. Other expenses, which include various professional fees, loan-related expenses and other operating expenses, have increased primarily due to the increasing size of the organization. In 1999, other non-interest expenses were $1,664,000, an increase of $295,000 or 21.5% from $1,369,000 in 1998. Other expenses totaled $1,005,000 in 1997. The increase for the comparable periods are primarily attributable to loan related expenses related to growth, increased professional fees, which include continued employee training and education due to technology improvements and other operating expenses associated with a larger institution. YNB's ratio of non-interest expense to average assets decreased to 1.9% for 1999 compared to 2.2% for 1998 and 2.5% for 1997. An important industry productivity measure is the efficiency ratio. The efficiency ratio is calculated by dividing total operating expenses by net interest income and other income. An increase in the efficiency ratio indicates that more resources are being utilized to generate the same or greater volume of income while a decrease would indicate a more efficient allocation of resources. YNB's efficiency ratio decreased in 1999 to 56.20% compared to 60.07% in 1998, and 60.06% in 1997. INCOME TAXES The provision for income taxes, which is comprised of Federal and state income taxes, was $3,187,000 in 1999 compared to $2,639,000 in 1998 and $2,740,000 in 1997. The increase in tax expense resulted from higher taxable income partially offset by a lower effective tax rate. The provisions for income taxes for 1999, 1998, and 1997 were at effective tax rates of 28.4%, 32.1% and 35.4%, respectively. The decrease in the effective tax rate was primarily due to a state income tax planning strategy initiated in 1998. Those savings are anticipated to continue into 2000. Higher levels of tax-free income also reduced Federal income taxes in 1999 compared to 1998. 19 10 FINANCIAL CONDITION YEARS ENDED DECEMBER 31, 1999 AND 1998 TOTAL ASSETS YNB's assets were $1,123,598,000 at year-end 1999 versus $757,666,000 the previous year, an increase of $365,932,000, or 48.3%. In the third quarter of 1999, YNB achieved a major milestone in its development into a supercommunity bank as it surpassed the $1 billion mark. The growth in YNB's asset base throughout 1999 was primarily due to an increase in loans and securities. Average loans and securities grew 28.9% and 71.5% respectively, in 1999. During the last several years, YNB has established its niche as the pre-eminent business community bank in Mercer County specializing in commercial lending. The increase in commercial loans is the product of YNB's relationship banking philosophy and the consolidation in the marketplace, which has solidified YNB's competitive position in its markets. Average interest earning assets in 1999 were $924,353,000, a 43.0% increase from $646,485,000 in 1998. The growth in interest earning assets was principally funded by the increase in interest bearing liabilities, and, to a lesser extent, demand deposits and stockholders' equity. YNB's ratio of average interest earning assets to average assets increased to 95.3% at December 31, 1999 compared to 94.5% at December 31, 1998. SECURITIES YNB's securities portfolio represented $417,465,000, or 37.2% of assets at December 31, 1999 versus $221,688,000, or 29.3% of assets at December 31, 1998. The $195,777,000 or 88.3% increase for the comparable period was primarily due to the increase in short-term securities purchased to enhance YNB's liquidity profile as well as securities purchased as part of the Investment Growth Strategy. On an average basis, the securities portfolio represented 36.9% of average interest earning assets for the year ended December 31, 1999 compared to 30.8% of average interest earning assets for the year ended December 31, 1998. Securities included in the Investment Growth Strategy totaled approximately $228,400,000 at December 31, 1999 compared to approximately $142,200,000 at December 31, 1998. This represents an increase of $86,200,000 or 60.6% in 1999. The Investment Growth Strategy is diversified and consists of fixed and floating rate mortgage-backed securities as well as agency callable securities. U.S. agency-callable bonds and floating rate U.S. agency collateralized mortgage obligations (CMOs) increased $65,190,000 and $29,201,000, respectively, in 1999. Offsetting these increases was a $7,900,000 decrease in U.S. agency adjustable rate mortgage-backed securities. Management uses asset and liability simulation models to analyze risk and reward relationships and the degree of interest rate exposure associated with this strategy. As a result of these models, floating rate CMOs were purchased in the second half of 1999 as interest rates moved higher. These securities will perform better in a higher interest rate environment than fixed rate securities. The purpose of this strategy remains to improve ROE and earnings per share. The available for sale securities portfolio increased $123,721,000 to $309,298,000 at December 31, 1999 from $185,577,000 at December 31, 1998. This portfolio principally consists of U.S. Treasury, U.S. agency and agency mortgage-backed securities. Throughout 1999, floating rate CMOs, shorter-term U.S. Treasury and U.S. agency callable securities, totaling approximately $73,000,000 were purchased to enhance YNB's liquidity and interest rate risk profile. Floating rate CMOs totaling $29,201,000 were also purchased as part of the Investment Growth Strategy in 1999. This activity accounted for the large increase in available for sale securities. Federal Home Loan Bank stock also increased $16,600,000 as a result of required stock purchases related to borrowings. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk and to take advantage of market conditions that create more attractive returns on these investments. As of December 31, 1999, available for sale securities represented 74.1% of the entire portfolio. These securities are reported at fair value, with unrealized gains and losses, net of tax, included as a separate component of stockholders' equity. Volatility in the bond market had a negative impact on market values in YNB's securities portfolios. The yields on the 10 year Treasury and benchmark 30 year Treasury increased 179 basis points and 139 basis points, respectively, from December 31, 1998 to December 31, 1999. At December 31, 1999 securities available for sale had net unrealized losses of $9,637,000 compared to net unrealized losses of $436,000 at December 31, 1998. In late 1998, YNB established a trading account policy. Trading securities are purchased specifically for short-term appreciation with the intent of selling in the near future. Minimal net gains were realized in trading for 1999. There were no trading securities outstanding at December 31, 1999. Investment securities classified as held to maturity totaled $108,167,000 at December 31, 1999 compared to $36,111,000 at December 31, 1998. This portfolio is principally comprised of U.S. agency callable securities and state and municipal securities. In 1999, $64,200,000 in U.S. agency callable securities were invested in the held-to- 20 11 maturity portfolio. Of that total, $50,200,000 was related to the Investment Growth Strategy. The municipal bond portfolio grew to $31,892,000 at December 31, 1999 from $20,773,000 at December 31, 1998. Municipal bonds were purchased to reduce YNB's effective tax rate. At December 31, 1999, investment securities had net unrealized losses of $8,046,000 compared to net unrealized gains of $92,000 at December 31, 1998. The following tables present the amortized cost and market value of YNB's securities portfolios as of December 31, 1999, 1998, and 1997.
- --------------------------------------------------------------------------------------------------------------------------- AVAILABLE FOR SALE SECURITIES December 31, - --------------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- (in thousands) AMORTIZED COST MARKET VALUE Amortized Cost Market Value Amortized Cost Market Value - --------------------------------------------------------------------------------------------------------------------------- U.S. Treasury securities and obligations of other U.S. government agencies $ 117,496 $ 112,731 $ 55,051 $ 55,039 $ 62,465 $ 62,540 Mortgage-backed securities 170,775 166,164 120,410 119,986 91,193 91,316 Corporate obligations 5,783 5,522 2,867 2,867 3,297 3,306 Federal Reserve Bank Stock 1,397 1,397 812 812 587 587 Federal Home Loan Bank Stock 23,484 23,484 6,873 6,873 1,975 1,975 - --------------------------------------------------------------------------------------------------------------------------- Total $ 318,935 $ 309,298 $ 186,013 $ 185,577 $ 159,517 $159,724 ===========================================================================================================================
INVESTMENT SECURITIES
December 31, - --------------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- (in thousands) AMORTIZED COST MARKET VALUE Amortized Cost Market Value Amortized Cost Market Value - --------------------------------------------------------------------------------------------------------------------------- Obligations of other U.S. government agencies $ 69,184 $ 63,992 $ 4,994 $ 4,935 $ -- $ -- Obligations of state and political subdivisions 31,892 29,281 20,773 20,982 8,819 8,957 Mortgage-backed securities 7,091 6,848 10,344 10,286 18,093 17,891 - --------------------------------------------------------------------------------------------------------------------------- Total $ 108,167 $ 100,121 $ 36,111 $ 36,203 $ 26,912 $26,848 ===========================================================================================================================
21 12 The expected maturities and average weighted yields for YNB's securities portfolio as of December 31, 1999 are shown below. Yields for tax-exempt securities are presented on a fully taxable equivalent basis assuming a 34% tax rate.
- ------------------------------------------------------------------------------------------------------------------ SECURITY MATURITIES AND AVERAGE WEIGHTED YIELDS AVAILABLE FOR SALE SECURITIES December 31, 1999 - ------------------------------------------------------------------------------------------------------------------ After one After five Within but within but within After (in thousands) one year five years ten years ten years Total - ------------------------------------------------------------------------------------------------------------------ U.S. Treasury securities and obligations of other U.S. government agencies $ 19,864 $ 39,409 $ 23,596 $ 29,862 $112,731 Mortgage-backed securities -- 2,058 1,823 162,283 166,164 Corporate obligations -- -- -- 5,522 5,522 Federal Reserve Bank Stock -- -- -- 1,397 1,397 Federal Home Loan Bank Stock -- -- -- 23,484 23,484 - ------------------------------------------------------------------------------------------------------------------ Total $ 19,864 $ 41,467 $ 25,419 $222,548 $309,298 - ------------------------------------------------------------------------------------------------------------------ Weighted average yield, computed on a tax equivalent basis 5.31% 5.90% 6.60% 6.73% 6.51% ==================================================================================================================
INVESTMENT SECURITIES
December 31, 1999 - --------------------------------------------------------------------------------------------------------------- After one After five Within but within but within After (in thousands) one year five years ten years ten years Total - --------------------------------------------------------------------------------------------------------------- Obligations of other U.S. government agencies $ -- $ -- $ 20,998 $ 48,186 $ 69,184 Obligations of state and political subdivisions 1,057 3,335 3,453 24,047 31,892 Mortgage-backed securities 2,506 -- 3,266 1,319 7,091 - --------------------------------------------------------------------------------------------------------------- Total $ 3,563 $ 3,335 $ 27,717 $ 73,552 $108,167 - --------------------------------------------------------------------------------------------------------------- Weighted average yield, computed on a tax equivalent basis 5.55% 6.93% 6.59% 6.94% 6.80% ===============================================================================================================
Investments in mortgage-backed securities involve prepayment and interest rate risk. YNB attempts to minimize these risks by diversifying the coupons of the mortgage-backed securities, buying seasoned securities with consistent and predictable prepayment histories and adhering to strict pricing policies when purchasing mortgage-backed securities. At December 31, 1999 and 1998, YNB had mortgage-backed securities totaling $177,866,000 and $130,754,000, respectively. At December 31, 1999 and 1998 there were $94,125,000 and $96,654,000 in fixed rate mortgage-backed securities outstanding, respectively. The risk to fixed rate mortgage-backed securities is similar to fixed rate loans. In rising interest rate environments, the rate of prepayment on fixed rate mortgage-backed securities tends to decrease because of lower prepayments on the underlying mortgages, and conversely, as interest rates fall, prepayments on such securities tend to rise. In 1999 YNB realized $26,901,000 in principal cash flows from mortgage-backed securities, compared to $46,041,000 in 1998. The decreased cash flows are the result of a higher interest rate environment. Collateralized mortgage obligations (CMOs) totaled approximately $64,100,000 at December 31, 1999 compared to $9,836,000 at December 31, 1998. A CMO is a mortgage-backed security comprised of classes of bonds created by prioritizing the cash flows from the underlying mortgage pool in order to meet different objectives of investors. Floating rate CMOs make up more than 95% of the total CMO portfolio. In 1999, floating rate CMOs were purchased as part of YNB's overall asset/liability management strategy to reduce longer-term interest rate risk. All CMOs at December 31, 1999 were held in the available for sale category. 22 13 LOAN PORTFOLIO The loan portfolio represents YNB's largest earning asset class and is a significant source of interest income. YNB's lending strategy stresses quality growth, portfolio diversification, and strong underwriting standards. YNB's strength as a commercial real estate and business lender was again reflected in 1999 results. Consolidation in YNB's marketplace provided opportunities to acquire new lending relationships with established businesses, which is reflected in 1999 results as well. During 1999, total loans increased $155,088,000 or 31.5% to $646,737,000 at December 31, 1999 from $491,649,000 at December 31, 1998. There are several factors that may impact loan growth in 2000. They include competition from other financial institutions and nonbanks, higher interest rates, and borrowers' concerns over the economy. The principal areas of loan growth in dollar volume for 1999 were commercial mortgage real estate loans and real estate construction loans, which grew $84,809,000 and $32,547,000, respectively. The average yield earned on the loan portfolio was 8.42% in 1999, compared to 8.72% in 1998, a decrease of 30 basis points. The primary reason for this decrease was lower commercial real estate loan yields. A lower interest rate environment, competitive pricing, and a shift from floating to fixed rate loans account for the lower commercial yields. YNB's loan portfolio represented 57.6% of assets at December 31, 1999 compared with 64.9% the prior year end. The following table sets forth the components of YNB's loan portfolio at the dates indicated.
- ----------------------------------------------------------------------------------------------------------------------------- LOAN PORTFOLIO COMPOSITION December 31, - ----------------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 1996 1995 - ----------------------------------------------------------------------------------------------------------------------------- (in thousands) AMOUNT % Amount % Amount % Amount % Amount % - ----------------------------------------------------------------------------------------------------------------------------- Real estate -- mortgage: Commercial $ 251,534 38.9% $166,725 33.9% $ 134,499 34.9% $ 112,914 34.1% $ 73,164 29.8% Residential 110,293 17.1 93,540 19.0 85,754 22.2 83,183 25.1 73,076 29.8 Home equity 23,614 3.6 23,474 4.8 23,805 6.2 23,457 7.1 26,951 11.0 Commercial and industrial 150,629 23.3 133,263 27.1 88,228 22.9 63,426 19.2 33,218 13.6 Real estate -- construction 70,933 11.0 38,386 7.8 28,182 7.3 25,958 7.8 19,353 7.9 Consumer 27,494 4.2 24,531 5.0 18,519 4.8 15,034 4.5 12,386 5.1 Other loans 12,240 1.9 11,730 2.4 6,764 1.7 7,265 2.2 6,906 2.8 - ----------------------------------------------------------------------------------------------------------------------------- Total loans $ 646,737 100.0% $491,649 100.0% $ 385,751 100.0% $ 331,237 100.0% $245,054 100.0% =============================================================================================================================
23 14 YNB's primary lending focus continues to be commercial loans, owner-occupied commercial mortgage loans, and tenanted commercial real estate loans. In underwriting such loans, YNB first evaluates the cash flow capability of the borrower to repay the loan. In addition, a substantial majority of commercial loans are also secured by real estate and business assets, and supported by personal guarantees. YNB makes commercial loans primarily to small- to medium-sized businesses and professionals. Over the last several years, YNB has significantly increased its capital base through various equity offerings and retained earnings. As a result, YNB now has a larger legal lending limit and has attracted larger loan relationships. Real estate - commercial mortgage loans increased by $84,809,000, or 50.9% in 1999 to $251,534,000 from $166,725,000 at December 31, 1998. YNB's lending policies generally require an 80% or lower loan-to-value ratio for commercial real estate mortgages. Collateral values are established based upon independently prepared appraisals. Generally, these loans are secured by owner-occupied or cash flow tenanted properties and normally are part of a broader commercial lending relationship. Real estate - residential loans are primarily comprised of residential mortgage loans, fixed-rate home equity loans, and business loans secured by residential real estate. This portion of the portfolio totaled $110,293,000 at December 31, 1999, up $16,753,000, or 17.9% from the prior year. Residential mortgage loans represented $60,942,000, or 55.3% of the total. YNB's residential mortgage loans are secured by first liens on the underlying real property. At December 31, 1999, approximately 59% of the residential mortgage loan portfolio had fixed interest rates and 41% had adjustable interest rates. The home equity portfolio totaled $23,614,000 or 3.6% of YNB's loan portfolio at December 31, 1999. This compares to $23,474,000, or 4.8% of the total loan portfolio at December 31, 1998. The modest growth illustrated above for 1999 is indicative of the aggressive competition for home equity loans in YNB's markets. The home equity portfolio has provided consistent operating income to YNB with controllable delinquencies and minimal losses. [BARCHART] TOTAL LOAN PORTFOLIO (Dollars in millions) 1995 245 1996 331 1997 386 1998 492 1999 647
Commercial and industrial loans increased $17,366,000, or 13.0% at December 31, 1999 to $150,629,000 from $133,263,000 at December 31, 1998. Commercial and industrial loans are made to small- to middle-market businesses and are typically working capital loans, used to finance inventory, receivables, equipment needs, and other working capital needs. These loans are generally secured by business assets of the commercial borrower. YNB diversifies risk within this portfolio by closely monitoring industry concentration. Diversification is intended to limit the risk of loss from any single unexpected event or trend.
- -------------------------------------------------------------------------------- YEAR-END COMMERCIAL AND INDUSTRIAL LOANS (dollars in thousands) - -------------------------------------------------------------------------------- Percent Number Industry Classification Balance of balance of loans - -------------------------------------------------------------------------------- Services $ 36,880 24.5% 275 Retail trade 25,137 16.7 614 Real estate-related 22,145 14.7 73 Manufacturing 17,503 11.6 76 Construction 12,415 8.2 60 Wholesale trade 10,473 7.0 47 Individuals 10,466 6.9 60 Transportation and public utilities 6,865 4.6 39 Trade contractors 5,916 3.9 29 Other 2,829 1.9 24 - -------------------------------------------------------------------------------- Total $150,629 100.0% 1,297 ================================================================================
Real estate - construction loans increased 84.8% or $32,547,000 to $70,933,000 at December 31, 1999 compared to $38,386,000 at December 31, 1998. These loans represented 11.0% of the total loan portfolio at December 31, 1999. In 1999, YNB increased its activity in commercial construction lending. These loans were made to established developers. Generally these loans are strictly underwritten and closely monitored with advances made only after work is completed and independently inspected and verified by qualified professionals. YNB makes automobile, motorcycle, personal and other loans to consumers. Consumer loans increased to $27,494,000 at December 31, 1999 compared to $24,531,000 at December 31, 1998. Other loans include loans to individuals and businesses for investment purposes, mortgage warehouse loans, and loans to non-profit organizations. These loans are generally secured. Other loans increased to $12,240,000 at December 31, 1999 compared to $11,730,000 at December 31, 1998. The majority of YNB's business is with customers located within Mercer County, New Jersey and contiguous counties. Accordingly, the ultimate collectibility of the loan portfolio and the recovery of the carrying amount of real estate are subject to changes in the region's economic environment and real estate market. 24 15 The following table provides information concerning the maturity and interest rate sensitivity of YNB's commercial and industrial and real estate - construction loan portfolios at December 31, 1999.
- -------------------------------------------------------------------------------------------- After one After Within but within five (in thousands) one year five years years Total - -------------------------------------------------------------------------------------------- Maturities: Commercial and industrial $63,662 $67,626 $19,341 $150,629 Real estate -- construction 22,975 22,069 25,889 70,933 - -------------------------------------------------------------------------------------------- Total $86,637 $89,695 $45,230 $221,562 - -------------------------------------------------------------------------------------------- Type: Floating rate loans $82,375 $55,028 $19,410 $156,813 Fixed rate loans 4,262 34,667 25,820 64,749 - -------------------------------------------------------------------------------------------- Total $86,637 $89,695 $45,230 $221,562 ============================================================================================
NONPERFORMING ASSETS Nonperforming assets consist of nonperforming loans and other real estate owned. Nonperforming loans are composed of (1) loans on a nonaccrual basis, (2) loans which are contractually past due 90 days or more as to interest and principal payments but have not been classified as nonaccrual and (3) loans whose terms have been restructured to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower. YNB's policy with regard to nonaccrual loans varies by the type of loan involved. Generally, commercial loans are placed on a nonaccrual status when they are 90 days past due unless these loans are well secured and in the process of collection or, regardless of the past due status of the loan, when management determines that the complete recovery of principal or interest is in doubt. Consumer loans are generally charged off after they become 120 days past due. Residential mortgage loans are not generally placed on a nonaccrual status unless the value of the real estate has deteriorated to the point that a potential loss of principal or interest exists. Subsequent payments are credited to income only if collection of principal is not in doubt. Nonperforming loans totaled $3,078,000 at December 31, 1999, a decrease of $795,000 from the $3,873,000 reported at December 31, 1998. The decrease in nonperforming loans was primarily the result of a decrease in loans 90 days or more past due of $844,000 offset by a slight increase in nonaccrual loans. The following table sets forth nonperforming assets and risk elements in YNB's loan portfolio by type for the years indicated.
- ---------------------------------------------------------------------------------------------------------------------- NONPERFORMING ASSETS December 31, - ---------------------------------------------------------------------------------------------------------------------- (in thousands) 1999 1998 1997 1996 1995 - ---------------------------------------------------------------------------------------------------------------------- Nonaccrual loans: Commercial and industrial $ 676 $ 232 $ 515 $ 961 $ -- Real estate -- mortgage 1,189 570 384 1,451 1,395 Real estate -- construction -- 684 2,106 4,659 142 Consumer 12 31 38 12 30 Other 312 529 312 -- -- - ---------------------------------------------------------------------------------------------------------------------- Total 2,189 2,046 3,355 7,083 1,567 - ---------------------------------------------------------------------------------------------------------------------- Restructured loans 540 634 969 -- 612 - ---------------------------------------------------------------------------------------------------------------------- Loans 90 days or more past due: Commercial and industrial 46 -- -- -- -- Real estate -- mortgage 277 1,093 886 1,014 588 Consumer 26 100 105 43 52 - ---------------------------------------------------------------------------------------------------------------------- Total 349 1,193 991 1,057 640 - ---------------------------------------------------------------------------------------------------------------------- Total nonperforming loans 3,078 3,873 5,315 8,140 2,819 - ---------------------------------------------------------------------------------------------------------------------- Other real estate 2,585 4,957 3,171 395 625 - ---------------------------------------------------------------------------------------------------------------------- Total nonperforming assets $5,663 $8,830 $8,486 $8,535 $ 3,444 ======================================================================================================================
25 16 Nonperforming assets decreased $3,167,000, to $5,663,000 at December 31, 1999 compared to $8,830,000 at December 31, 1998. YNB continues to aggressively manage nonperforming assets with the goal of reducing these assets in relation to the entire portfolio. Nonperforming assets represented 0.50% of total assets at December 31, 1999 and 1.17% at December 31, 1998. Nonperforming assets as a percentage of total loans and other real estate were 0.87% at December 31, 1999, compared to 1.78% at December 31, 1998. The improvement in these ratios is due to the reduction of nonperforming asset levels in addition to strong asset and loan growth rates. There is no assurance this positive trend will continue in the future. Nonaccrual loans were $2,189,000, or 0.34% of total loans at December 31, 1999, an increase of $143,000 from December 31, 1998. Restructured loans totaled $540,000 at December 31, 1999 and $634,000 at December 31, 1998. These restructured loans are in compliance with restructured terms and conditions. At December 31, 1999, loans that were 90 days or more past due but still accruing interest income represented only $349,000, or 0.05% of total loans compared to $1,193,000, or 0.2% of total loans at December 31, 1998. Management's decision to accrue income on these loans was based on the level of collateral and the status of collection efforts. Other real estate (O.R.E.) totaled $2,585,000 at December 31, 1999 and $4,957,000 at December 31, 1998. In December 1999, YNB completed the sale of a real estate-construction property, originally placed on nonaccrual status in late 1996, for $1,800,000. The reduction in O.R.E. at December 31, 1999 was principally due to the sale of this property. O.R.E. represented 0.4% of total loans at December 31, 1999. Management uses an active strategy to liquidate these assets and re-deploy the proceeds in YNB's loan portfolio. At December 31, 1999, the O.R.E. balance included a real estate construction loan placed in nonaccrual in 1996. That property is currently on YNB's books at approximately $1,750,000 and is in the process of being resolved. [BARCHART] TOTAL NONPERFORMING ASSETS AS A PERCENT OF TOTAL ASSETS 1995 0.85% 1996 1.74% 1997 1.38% 1998 1.17% 1999 0.50%
26 17 ALLOWANCE FOR LOAN LOSSES Management utilizes a systematic and documented allowance adequacy methodology for loan losses that requires specific allowance assessment for all loans, including residential real estate mortgages and consumer loans. This methodology assigns reserves based upon credit risk ratings for all loans. The reserves are based on various factors, including historical performance and the current economic environment. Management closely monitors delinquencies and delinquency trends and, on a quarterly basis, reviews all criticized assets. Management continually reviews the process used to determine the adequacy of the allowance for loan losses. Allocations to the allowance for loan losses, both specific and general, are determined after this review. Loans are classified as "minimal, modest, better than average, average, acceptable, special mention, substandard, doubtful and loss." Loan classifications are based on internal reviews and evaluations performed by the lending staff. These evaluations are, in turn, examined by YNB's internal loan review staff. A formal loan review function, independent of loan origination, is used to identify and monitor risk classifications. The following table presents, for the years indicated, an analysis of the allowance for loan losses and other related data.
- -------------------------------------------------------------------------------------------------------------------- ALLOWANCE FOR LOAN LOSSES Year Ended December 31, - -------------------------------------------------------------------------------------------------------------------- (in thousands) 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------------------------------------------- Allowance balance, beginning of year $ 6,768 $ 5,570 $ 4,957 $ 3,677 $ 2,912 Charge offs: Commercial and industrial (405) (547) (212) -- -- Real estate -- mortgage (6) -- (161) (72) (26) Real estate -- construction (182) -- -- (75) (30) Consumer (309) (296) (201) (252) (153) Other (183) -- -- -- -- - -------------------------------------------------------------------------------------------------------------------- Total charge offs (1,085) (843) (574) (399) (209) - -------------------------------------------------------------------------------------------------------------------- Recoveries: Commercial and industrial 22 6 7 -- -- Real estate -- mortgage 9 4 -- -- 64 Consumer 76 56 55 39 45 - -------------------------------------------------------------------------------------------------------------------- Total recoveries 107 66 62 39 109 - -------------------------------------------------------------------------------------------------------------------- Net charge offs (978) (777) (512) (360) (100) Provision charged to operations 3,175 1,975 1,125 1,640 865 - -------------------------------------------------------------------------------------------------------------------- Allowance balance, end of year $ 8,965 $ 6,768 $ 5,570 $ 4,957 $ 3,677 - -------------------------------------------------------------------------------------------------------------------- Loans, end of year $ 646,737 $491,649 $385,751 $331,237 $ 245,054 Average loans outstanding $ 564,552 $438,050 $355,526 $287,289 $ 221,232 Allowance for loan losses to total loans, end of year 1.39% 1.38% 1.44% 1.50% 1.50% Net charge offs to average loans outstanding 0.17 0.18 0.14 0.13 0.05 Nonperforming loans to total loans 0.48 0.79 1.38 2.46 1.15 Nonperforming assets to total assets 0.50 1.17 1.38 1.74 0.85 Nonperforming assets to total loans and other real estate owned, end of year 0.87 1.78 2.18 2.57 1.40 Allowance for loan losses to nonperforming assets, end of year 158.31 76.65 65.64 58.08 106.77 Allowance for loan losses to nonperforming loans, end of year 291.26% 174.75% 104.80% 60.90% 130.44% ====================================================================================================================
27 18 YNB provides for possible loan losses by a charge to current operations to maintain the allowance for loan losses at an adequate level determined according to management's documented allowance adequacy methodology. The provision for loan losses for 1999 was $3,175,000, reflective of the continued substantial growth in the commercial loan portfolio. Management believes commercial loan growth has the potential for higher loss severity which is reflected in the provision as well. This compares to a provision for loan losses of $1,975,000 in 1998 and $1,125,000 in 1997. At December 31, 1999, the allowance for loan losses totaled $8,965,000, an increase of $2,197,000 or 32.5%, from $6,768,000 at December 31, 1998, which compares to $5,570,000 at December 31, 1997. The ratio of allowance for loan losses to total loans was 1.39%, 1.38%, and 1.44% at December 31, 1999, 1998, and 1997, respectively. Another measure of the adequacy of the allowance for loan losses is the ratio of the allowance to total nonperforming loans. At December 31, 1999 this ratio was 291.26% versus 174.75% at December 31, 1998. The quality of the loan portfolio remains strong and it is management's assessment that the allowance for loan losses is adequate in relation to credit risk exposure levels. YNB's gross charge offs in 1999 totaled $1,085,000, compared with $843,000 in 1998 and $574,000 in 1997. Losses on loans and loans which are determined to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to it. YNB's gross recoveries totaled $107,000 in 1999 compared to $66,000 in 1998 and $62,000 in 1997. The balance of the allowance for loan losses is determined by an overall analysis of the loan portfolio and reflects an amount that, in management's judgment, is adequate to provide for potential loan losses. Management has also strengthened lending policies and loan and credit administration to minimize potential credit problems in the loan portfolio. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES The following tables describe the allocation for loan losses among various categories of loans and certain other information as of the dates indicated. An unallocated allowance is distributed proportionately among each loan category. This unallocated portion of the loan loss allowance is important to maintain the overall allowance at a level that is adequate to absorb potential credit losses inherent in the total loan portfolio. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which future loan losses may occur. The total allowance is available to absorb losses from any segment of loans.
December 31, - ---------------------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- PERCENT OF Percent of Percent of RESERVE PERCENT OF LOANS TO Reserve Percent of Loans to Reserve Percent of Loans to (in thousands) AMOUNT ALLOWANCE TOTAL LOANS Amount Allowance Total Loans Amount Allowance Total Loans - ---------------------------------------------------------------------------------------------------------------------------------- Commercial and industrial $ 2,651 29.6% 23.3% $ 1,741 25.7% 27.1% $1,627 29.2% 22.9% Real estate -- mortgage 3,981 44.4 59.6 2,993 44.2 57.7 1,740 31.2 63.3 Real estate -- construction 1,412 15.8 11.0 1,292 19.1 7.8 1,775 31.9 7.3 Consumer 443 4.9 4.2 358 5.3 5.0 283 5.1 4.8 Other loans 478 5.3 1.9 384 5.7 2.4 145 2.6 1.7 Total $ 8,965 100.0% 100.0% $ 6,768 100.0% 100.0% $5,570 100.0% 100.0% ==================================================================================================================================
December 31, - --------------------------------------------------------------------------------------------------------------------------- 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- Percent of Percent of Reserve Percent of Loans to Reserve Percent of Loans to (in thousands) Amount Allowance Total Loans Amount Allowance Total Loans - --------------------------------------------------------------------------------------------------------------------------- Commercial and industrial $1,704 34.4% 19.2% $ 983 26.7% 13.6% Real estate -- mortgage 2,064 41.7 66.3 1,816 49.4 70.6 Real estate -- construction 938 18.9 7.8 664 18.1 7.9 Consumer 175 3.5 4.5 132 3.6 5.1 Other loans 76 1.5 2.2 82 2.2 2.8 - --------------------------------------------------------------------------------------------------------------------------- Total $4,957 100.0% 100.0% $3,677 100.0% 100.0% ===========================================================================================================================
28 19 DEPOSITS YNB's deposit base is the principal source of funds supporting interest earning assets. YNB offers a wide range of deposit products, including demand deposits, savings deposits, tiered money market accounts and certificates of deposit. YNB's overall philosophy of building and maintaining long-term customer relationships is the key to further expanding the deposit base, which, in turn, presents opportunities for YNB to cross-sell its expanded services. These services include telephone banking and the recently introduced YNB OnLine which allows our customers to do their banking from their personal computers. The following table provides information concerning average balances and rates of deposits for the years indicated:
- -------------------------------------------------------------------------------------------------------------------------- AVERAGE DEPOSIT BALANCES AND RATES - -------------------------------------------------------------------------------------------------------------------------- 1999 1998 1997 - -------------------------------------------------------------------------------------------------------------------------- % OF % of % of (in thousands) BALANCE RATE TOTAL Balance Rate Total Balance Rate Total - -------------------------------------------------------------------------------------------------------------------------- Non-interest bearing demand deposits $ 81,843 --% 12.8% $ 66,857 --% 14.2% $ 56,700 --% 13.9% Interest bearing demand deposits 57,788 2.79 9.0 47,709 3.41 10.2 44,024 3.46 10.8 Savings and money market deposits 127,716 2.56 20.0 117,825 2.89 25.1 115,696 3.08 28.3 Time deposits 372,099 5.42 58.2 237,340 5.70 50.5 192,319 5.74 47.0 - -------------------------------------------------------------------------------------------------------------------------- Total $ 639,446 3.92% 100.0% $ 469,731 3.95% 100.0% $408,739 3.94% 100.0% ==========================================================================================================================
Total deposits amounted to $743,807,000 at year-end 1999 compared to $519,643,000 at the end of 1998, an increase of 43.1%. Average total deposits during 1999 totaled $639,446,000 compared to $469,731,000 during 1998, an increase of 36.1%. The growth in YNB's deposit base in 1999 was primarily the result of aggressive pricing of certificates of deposit (CDs) to fund loan growth. Time deposits were 61.1% of total deposits at the end of 1999. This trend of increased balances in higher costing time deposits is indicative of the highly competitive Mercer County, NJ and Bucks County, PA deposit marketplaces in addition to YNB's competitive pricing of time deposits to fund strong loan growth. In March of 1998, YNB purchased a software program that allows YNB to market its CDs nationwide. This program has become a part of management's strategy to fund loan growth as well as bolstering YNB's liquidity profile. At December 31, 1999, YNB has raised approximately $100,600,000 utilizing this software. This represents an increase of approximately $76,000,000 in 1999. The average maturity of these CDs is approximately 11 months. This is a highly competitive market and maintaining these balances in 2000 in a higher interest rate environment will result in higher interest expense. The average balance of non-interest bearing demand deposits was $81,843,000 during 1999, an increase of $14,986,000, or 22.4% from $66,857,000 during 1998. Non-interest bearing demand deposits represent a stable, interest free source of funds. The increase in demand deposits, primarily from the growth in business checking accounts, is a contributing factor in the growth of the net interest income. Average interest bearing demand, savings and money market, and time deposits increased 21.1%, 8.4%, and 56.8%, respectively, from 1998 to 1999. Management has developed several marketing strategies designed to attract lower cost deposits. Paying bonus rates on CDs to customers who opened lower cost interest bearing demand accounts yielded positive results, as indicated above. YNB's Premier Money Market Account has been enhanced with attractive interest rates on higher balances. Total average time deposits, which consist of certificates of deposit and individual retirement accounts, increased $134,759,000 to $372,099,000 from $237,340,000 in 1998. The average time to maturity on the entire CD portfolio at December 31, 1999 was 9.8 months. The repricing of these CDs in 2000 will negatively impact the average rate paid on YNB's deposit base and increase interest expense. The average rate paid on YNB's deposit balances in 1999 was 3.92%, a 0.76% decrease from the 3.95% average rate for 1998. In the second quarter of 1998, management initiated a program to reduce reserve levels required to be maintained with the Federal Reserve. The result of this program was a substantial reduction in required reserve levels. These funds have been deployed into earning assets. 29 20 The following table details amounts and maturities for certificates of deposit of $100,000 or more for the years indicated:
December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------------------------------- Maturity range: Within three months $20,407 $ 6,702 After three but within six months 7,420 9,112 After six but within twelve months 31,861 8,753 After twelve months 12,840 4,958 - -------------------------------------------------------------------------------- Total $72,528 $29,525 ================================================================================
Certificates of deposit of $100,000 or more totaled $72,528,000, or 9.8% of deposits, at December 31, 1999 compared to $29,525,000, or 5.7% of deposits at December 31, 1998. Management anticipates that the branching for 2000 in the new market of Burlington and YNB's first entry into supermarket banking in Ewing Township, projected for the second quarter, will assist in building YNB's deposit base. Attracting lower cost deposits in this competitive environment will be challenging. Depositors will continue to look for higher yielding opportunities outside the banking system. Management expects that CD rates will be competitively priced in 2000 to fund asset growth, and believes a brokered CD facility will be in place sometime in the first quarter as an alternative funding source. [BARCHART] TOTAL DEPOSITS AT YEAR END (Dollars in millions) 1995 303 1996 364 1997 423 1998 520 1999 744
BORROWED FUNDS Borrowed funds consist primarily of securities sold under agreements to repurchase, Federal Home Loan Bank of New York (FHLB) advances, and other forms of borrowings. Management utilizes, from time to time, unsecured Federal funds lines of credit with four of its correspondent banks for daily funding needs. Borrowed funds totaled $298,689,000 at December 31, 1999, an increase of $120,801,000 or 67.9% when compared to $177,888,000 at December 31, 1998. Approximately $225,000,000 or 75.3% of borrowed funds at December 31, 1999 are tied to the Investment Growth Strategy. In 1999, management instituted a strategy to extend funding duration and reduce YNB's exposure to rising interest rates. Management utilized callable FHLB advances with longer lockout terms to address this goal. Callable FHLB advances have terms of ten years and are callable after periods ranging from one to five years. Repurchase agreements totaling $45,000,000 at year-end 1999 were used as part of the Investment Growth Strategy. At year-end 1999, there were $20,000,000 in callable repurchase agreements that have passed their lockout dates. These can be called every 90 days. Borrowed funds also include $1,600,000 related to YNB's Employee Stock Ownership Plan (ESOP). In 1999, the ESOP purchased 155,340 shares of YNB's common stock with a loan from a nonaffiliated financial institution. Borrowed funds averaged $256,957,000 in 1999, an increase of $98,851,000 from the average of $158,106,000 reported in 1998. The average cost of borrowed funds declined 28 basis points during the year to 5.26% compared with 5.54% in 1998. The use of callable FHLB advances and callable repurchase agreements allowed YNB to reduce its borrowing costs in 1999. With the increase in interest rates in late 1999, management anticipates that funding costs associated with borrowed funds will increase as shorter term repurchase agreements mature and callable funding at below market rates are called. At year-end 1999, there were $250,293,000 in outstanding borrowings with the FHLB and no outstanding borrowings with YNB's correspondents. Management will continue to strategically employ borrowed funds to meet short-term liquidity needs and as an additional source of funding for the loan and investment portfolios. 30 21 LIQUIDITY Liquidity measures the ability to satisfy current and future cash flow needs as they become due. YNB has an Asset/Liability Committee (ALCO) whose function is to monitor and coordinate all activities relating to maintaining adequate liquidity and protection of net interest income from fluctuations in market interest rates. Liquidity management refers to YNB's ability to support asset growth while satisfying the borrowing needs and deposit withdrawal requirements of customers. In addition to maintaining liquid assets, factors such as capital position, profitability, asset quality and availability of funding affect a bank's ability to meet its liquidity needs. On the asset side, liquid funds are maintained in the form of cash and cash equivalents, Federal funds sold, investment securities held to maturity maturing within one year, securities available for sale and loans held for sale. Additional asset-based liquidity is derived from scheduled loan repayments as well as investment repayments of principal and interest from mortgage-backed securities. On the liability side, the primary source of liquidity is the ability to generate core deposits, which generally excludes CDs over $100,000 and CDs generated from the software program previously discussed that allows YNB to market its CDs nationwide. Short-term borrowings and the marketing of CDs nationwide are used as supplemental funding sources when growth in the core deposit base does not keep pace with that of earning assets. Strong earning asset growth negatively impacted the liquidity profile of YNB in 1998. In 1999, management instituted a plan to enhance that profile. One goal of that plan was to strengthen short-term unpledged securities. Securities with maturities of three years and less were purchased to provide a pool of securities, with modest market value risk, for liquidity purposes. Total unpledged securities increased to $153,000,000 at December 31, 1999 compared to $57,000,000 at December 31, 1998. YNB's contingency funding plan has been enhanced to address and manage potential liquidity uncertainty due to changes in interest rates, credit markets, or other external risks. At December 31, 1999, liquid assets (excluding securities purchased utilizing borrowed funds) amounted to $143,491,000, as compared to $56,303,000 at December 31, 1998. This represents 16.8% and 9.8% of earning assets, and 15.9% and 9.1% of total adjusted assets at December 31, 1999 and 1998, respectively. YNB has the availability to borrow up to $37,845,000 from the FHLB through its line of credit program, subject to collateral requirements. In addition, YNB is eligible to borrow up to 30% of assets under the FHLB advance program subject to FHLB stock level requirements, collateral requirements, and individual advance proposals based on FHLB credit standards. YNB also has the ability to borrow at the Federal Reserve discount window along with agreements to borrow from four of its correspondent banks. Management believes YNB's liquidity profile was significantly enhanced in 1999. This area will continue to be actively managed in 2000. INTEREST RATE SENSITIVITY The objectives of interest rate risk management are to minimize and, to the degree possible, control the effect of interest rate fluctuations on net interest income. Interest rate risk is derived from timing differences in the repricing of assets and liabilities, loan prepayments, deposit withdrawals, and differences in lending and funding rates. YNB's ALCO actively seeks to monitor and control the mix of interest rate-sensitive assets and interest rate-sensitive liabilities. One measure of interest rate risk is the gap ratio, which is defined as the difference between the dollar volume of interest earning assets and interest bearing liabilities maturing or repricing within a specified period of time as a percentage of total assets. A positive gap results when the volume of interest rate-sensitive assets exceeds that of interest rate-sensitive liabilities within comparable time periods. A negative gap results when the volume of interest rate-sensitive liabilities exceeds that of interest rate-sensitive assets within comparable time periods. As indicated in the accompanying table, YNB's one-year gap position at December 31, 1999 was a negative 13.6%. Generally, a financial institution with a negative gap position will most likely experience a decrease in net interest income during periods of rising rates and increases in net interest income during periods of lower interest rates. The negative gap was brought about in the last year primarily through increases in fixed rate loans and investments. Rising interest rates extended investment portfolio duration in 1999 as well. This effect was offset to some degree by increases in fixed rate CDs, demand deposit accounts, and stockholders' equity. While gap analysis represents a useful asset/liability management tool, it does not necessarily indicate the effect of general interest rate movements on YNB's net interest income due to discretionary repricing of some assets and liabilities, balance sheet options, and other competitive pressures. YNB reports its callable agency securities ($158,684,000 at December 31, 1999) at their Option Adjusted Spread ("OAS") modified duration date, as opposed to the call or maturity date. In management's opinion, using modified duration dates on callable agency securities provides a better estimate of the option exercise date at December 31, 1999. The OAS methodology is an approach whereby the likelihood of option exercise takes into account the coupon on the security, the distance to the call date, the maturity date and the current interest rate volatility. In addition, prepayment assumptions derived from historical 31 22 data have been applied to mortgage-related securities, which are included in investments. Similarly, convertible advance borrowings and repurchase agreements ($279,500,000 at December 31, 1999) with options have expected repricing dates between the option date and the final maturity date, based on the debt instrument's interest rate and current market rate levels for the same type of debt. Included in the analysis of YNB's gap position are certain savings deposit and interest checking accounts, which are less sensitive to fluctuations in interest rates than other interest-bearing sources of funds. In determining the sensitivity of such deposits, management reviews the movement of its deposit rates for the past five years relative to market rates. Using regression analysis, management's ALCO committee has estimated that these deposits are approximately 50% sensitive to interest rate changes (i.e., if short term rates were to increase 100 basis points, the interest rate on such deposits would increase 50 basis points). Management considers these assumptions to be conservative as recent market rate increases have resulted in little or no rate changes in these products. In addition to the utilization of gap for interest rate risk management, the ALCO uses simulation analysis whereby the model estimates the variance in net interest income with a change of interest rates of plus and minus 200 basis points over a 12 month period (base case sensitivity). Given recent simulations, YNB is presently positioned to benefit modestly from a rising rate environment, with lower income levels calculated with declining rate environments of 200 basis points. Both variances are within policy guidelines of plus or minus 7%. Management analyzes a number of different simulation scenarios to determine the impact to net interest income in various interest rate environments, assigning a higher probability of interest rates changing plus or minus 100 basis points over a 12 month period. YNB would presently benefit in gradually increasing interest rates over a 12 month period. The impact, positive or negative, is within a 3% variance in this scenario. Lastly, YNB measures longer-term risks through the Economic Value of Portfolio Equity ("EVPE"). The present value of asset and liability cash flows are subjected to rate shocks of plus and minus 200 basis points. The variance in the residual, or economic value of equity is measured as a percentage of total assets. This variance is managed within a negative 3% boundary. At December 31, 1999 this variance was a negative 3.67% with a plus 200 basis point rate shock. Management is initiating strategies in 2000 to bring this measurement back within policy guidelines. 32 23 The table sets forth certain information at December 31, 1999 relating to YNB's assets and liabilities by scheduled repricing for adjustable assets and liabilities, or by contractual maturity for fixed-rate assets and liabilities.
- ------------------------------------------------------------------------------------------------------------------------------------ RATE SENSITIVE ASSETS AND LIABILITIES December 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------------ More than More than More than More than Under Six months one year two years five years ten years six through through through through and not (in thousands) months one year two years five years ten years repricing Total - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Cash and due from banks $ -- $ -- $ -- $ -- $ -- $ 17,582 $ 17,582 Federal funds sold and interest bearing deposits 8,990 -- -- -- -- -- 8,990 Available for sale securities 85,245 26,395 41,695 41,153 69,472 45,338 309,298 Investment securities 1,881 3,271 1,113 13,829 68,044 20,029 108,167 Loans, net of unearned income 264,397 39,831 61,351 212,433 44,487 24,238 646,737 Other assets, net -- 14,421 -- -- -- 18,403 32,824 - ------------------------------------------------------------------------------------------------------------------------------------ Total Assets $360,513 $ 83,918 $ 104,159 $ 267,415 $ 182,003 $ 125,590 $1,123,598 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Non-interest bearing demand $ -- $ -- $ -- $ -- $ -- $ 90,219 $ 90,219 Savings and interest bearing demand 74,143 15,176 -- 52,464 -- -- 141,783 Money markets 46,548 -- -- 10,595 -- -- 57,143 Certificates of deposit of $100,000 or more 27,827 31,861 11,153 1,687 -- -- 72,528 Other time deposits 135,302 129,488 81,167 36,177 -- -- 382,134 - ------------------------------------------------------------------------------------------------------------------------------------ Total deposits 283,820 176,525 92,320 100,923 -- 90,219 743,807 Borrowed funds 67,974 68,684 54,634 94,397 13,000 -- 298,689 Trust preferred securities -- -- -- -- -- 11,500 11,500 Other liabilities -- -- -- -- -- 10,777 10,777 Stockholders' equity -- -- -- -- -- 58,825 58,825 - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities and Stockholders' Equity $351,794 $ 245,209 $ 146,954 $ 195,320 $ 13,000 $ 171,321 $1,123,598 - ------------------------------------------------------------------------------------------------------------------------------------ Gap 8,719 (161,291) (42,795) 72,095 169,003 (45,731) Cumulative gap 8,719 (152,572) (195,367) (123,272) 45,731 -- Cumulative gap to total assets 0.8% -13.6% -17.4% -11.0% 4.1% -- ====================================================================================================================================
33 24 MARKET RISK For YNB, market risk is defined as the potential loss in the value of financial instruments due to adverse changes in interest rates. This is different than accounting losses that may occur over the next one to two years due to maturity mismatches or spread changes between assets and liabilities, which are measured through simulation analysis. As a financial intermediary, YNB assumes market risk by holding both financial assets (primarily loans, securities, and Fed funds sold) and financial liabilities (deposits and borrowings) on the balance sheet. Rising rates have a negative impact on the value of fixed rate assets and a positive impact on the value of fixed rate and non-maturity deposits, as well as fixed rate borrowings. Deposits or borrowings acquired at today's market rate levels are more valuable to YNB as interest rates rise in the future, resulting in an economic gain. This occurs at the same time fixed rate asset values are declining. The table below shows the expected repricing of YNB's financial instruments subject to market risks, the weighted average interest rate, and fair value of the instruments as of December 31, 1999. The expected repricings take into account amortization and expected prepayments on mortgage-related securities and probable call dates on U.S. agency notes and debentures represented by the option adjusted spread modified duration. The table does not include prepayments on loans, as they are less predictable than securities with homogenous coupons and maturity dates. Loan repricings are, therefore, likely to be shorter than what is indicated in this table, as some prepayments can be expected.
- ------------------------------------------------------------------------------------------------------------------------------------ EXPECTED REPRICING OF FINANCIAL INSTRUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ Beyond Fair (in thousands) 2000 2001 2002 2003-2004 2005-2009 10 Years Totals Value - ------------------------------------------------------------------------------------------------------------------------------------ FINANCIAL ASSETS Cash and due from banks $ -- $ -- $ -- $ -- $ -- $17,582 $ 17,582 $ 17,582 Average rate --% --% --% --% --% --% --% Federal funds sold and interest bearing deposits 8,990 -- -- -- -- -- 8,990 8,990 Average rate 5.23% -- -- -- -- -- 5.23% Available for sale securities 111,640 41,695 10,456 30,697 69,472 45,338 309,298 309,298 Average rate 6.70% 5.98% 6.64% 6.47% 6.72% 6.81% 6.60% Investment securities 5,152 1,113 2,752 11,077 68,044 20,029 108,167 100,121 Average rate 5.33% 5.66% 4.98% 6.86% 6.50% 4.79% 6.12% Loans, net of unearned income 304,228 61,351 45,369 167,064 44,487 24,238 646,737 642,053 Average rate 8.88% 8.36% 8.31% 8.05% 7.66% 6.74% 8.41% - ------------------------------------------------------------------------------------------------------------------------------------ FINANCIAL LIABILITIES Non-interest demand deposits $ -- $ -- $ -- $ -- $ -- $90,219 $ 90,219 $ 90,219 Average rate --% --% --% --% --% --% --% Savings 50,989 -- 2,680 26,631 -- -- 80,300 80,300 Average rate 2.70% -- 3.30% 2.15% -- -- 2.54% Interest bearing demand 38,330 -- -- 23,153 -- -- 61,483 61,483 Average rate 3.34% -- -- 2.00% -- -- 2.83% Money markets 46,548 -- 10,595 -- -- -- 57,143 57,143 Average rate 2.90% -- 2.25% -- -- -- 2.78% CDs of $100,000 or more 59,688 11,153 1,371 316 -- -- 72,528 72,357 Average rate 5.39% 6.13% 5.76% 5.58% -- -- 5.52% Other time deposits 264,790 81,167 28,554 7,623 -- -- 382,134 381,320 Average rate 5.29% 5.95% 5.74% 5.56% -- -- 5.47% Borrowed funds 136,658 54,634 50,544 43,853 13,000 -- 298,689 298,349 Average rate 5.05% 5.54% 5.60% 5.85% 6.25% -- 5.40% Trust preferred securities -- -- -- -- -- 11,500 11,500 11,069 Average rate -- -- -- -- -- 9.25% 9.25% ====================================================================================================================================
34 25 Deposits, other than time deposits and non-interest demand, are shown with a "rate sensitive" component due in 2000 and a "non-rate sensitive" component due in subsequent periods. Although these deposits are "payable on demand," YNB does not anticipate a situation where all of the deposits mature simultaneously. Therefore, rate sensitivity of non-contractual interest bearing deposits is measured through a historical regression analysis, which correlates the changes in the rates paid on these deposits to an external market rate (Fed funds). Because the regression is based on a historical relationship, it may not be indicative of how YNB will price these products in the future, but does provide some basis to determine the market risk of these liabilities. STOCKHOLDERS' EQUITY AND CAPITAL ADEQUACY The management of capital in a regulated environment requires a balance between maximizing leverage and return to stockholders while maintaining sufficient capital levels for proper risk management and to satisfy regulatory requirements. On May 18, 1999, YNB completed the sale of 1,610,000 shares of its common stock in an underwritten secondary public offering. The common stock was sold at a price of $12.00 per share and generated gross proceeds of $19,320,000. Net proceeds after underwriting and other offering expenses were approximately $17,620,000. Approximately $17,500,000 was contributed to the Bank to support asset growth. Stockholders' equity at December 31, 1999 totaled $58,825,000 compared to $40,756,000 at December 31, 1998. This represents an increase of $18,069,000 or 44.3%. This increase resulted from (i) earnings of $8,020,000, (ii) net proceeds of $17,620,000 from the secondary public offering, (iii) proceeds of $68,000 from exercised options and (iv) proceeds of $400,000 from allocated ESOP shares offset by (i) cash dividend payments of $2,037,000, (ii) a negative equity adjustment of $5,980,000 for the unrealized loss on securities available for sale and (iii) treasury stock purchased, at cost, of $22,000. On January 1, 1999, YNB adopted an Employee Stock Ownership Plan (ESOP) to permit eligible employees of YNB to share in the growth of YNB through stock ownership. On February 3, 1999, Yardville National Bancorp sold 155,340 shares to the ESOP for $2,000,000. The ESOP financed the stock purchase with a nonaffiliated financial institution. The financing is for a term of five years with an interest rate of 7.00%. The full balance of the loan will be repaid in equal installments over the term of the loan. The shares purchased by the ESOP were used as collateral for the loan. The estimated minimum annual expenses associated with the ESOP are $540,000 per year for the next five years. The Board of Directors, as part of YNB's Capital Management Plan in October 1997, authorized a stock buy back program, providing for the repurchase of up to 172,000 shares of YNB's stock. In 1999, 1,700 shares were repurchased, bringing the total shares repurchased to 172,000, in effect, completing the program. The average repurchase price of the 172,000 shares was $17.62. YNB trades on the NASDAQ National Market System under the symbol "YANB." The listing on the NASDAQ National Market System has provided increased liquidity for YNB stockholders. Dividends paid per share in 1999 totaled $0.34. As a result of YNB's earnings growth during 1999, the common stock dividend was increased from $0.08 per share to $0.085 per share in the third quarter of 1999. The Board of Directors, in addition to the regular cash dividend paid in the last quarter of $0.085, paid a special year-end dividend of $0.01. Dividends increased 17.2% in 1999 compared to 1998. Yardville National Bancorp and its banking subsidiary are subject to minimum risk-based and leverage capital guidelines under Federal banking regulations. These banking regulations measure capital using three ratios which include Tier I capital, total capital and leverage capital. The measurement of risk-based capital takes into account the credit risk of both balance sheet assets and off-balance sheet exposures. These guidelines require minimum risk-based capital ratios of 4% for Tier I capital and 8% for total capital (Tier I plus Tier II). In addition, the current minimum regulatory guideline for the Tier I leverage ratio is 4%. The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) established five capital level designations ranging from "well capitalized" to "critically undercapitalized." A bank is considered "well capitalized" if it has a minimum Tier I and total risk-based capital ratios of 6% and 10%, respectively, and a minimum Tier I leverage ratio of 5%. At December 31, 1999, the capital ratios for YNB exceeded those required to be well capitalized. The table below summarizes YNB's capital ratios for the years indicated:
December 31, - -------------------------------------------------------------------------------- 1999 1998 1997 - -------------------------------------------------------------------------------- Tier I leverage ratio 7.9% 7.7% 9.5% Tier I risk-based 10.3% 9.9% 12.2% Total risk-based 11.5% 11.2% 13.5% ================================================================================
35 26 YEAR 2000 (Y2K) YNB's proactive approach to Y2K issues yielded positive results as the calendar moved to January 1, 2000. YNB's approach included a written compliance plan, a commitment of financial resources to correct problems and upgrade equipment and strong support from the Board of Directors. Over the last two and a half years, senior management directed the upgrading, renovating, testing and re-testing of all mission critical and non-mission critical operational areas. This was completed by the middle of 1999. Contingency plans as well as business resumption plans had also been developed, reviewed and rehearsed. Disaster recovery testing was also performed at an offsite disaster recovery center with success. Staff members were briefed for contingencies as well as for operations under normal conditions, and the staff was assigned specific tasks to accomplish during the early hours of 2000. YNB's total related Y2K costs for 1999 were approximately $40,000. The total estimated Y2K costs since mid-1997 when Y2K plans were initially formulated was $850,000. This amount includes equipment related purchases of $615,000 that are depreciated over a five year period. The remaining expense included additional compensation expense and costs related to the testing and upgrading of systems. On January 1, 2000 YNB was open for business. YNB's primary and secondary operations were brought up and running without incident. Our ATM network was successfully tested just after midnight on the 1st. Every department and branch was responsible for reporting its status to the command center. YNB's expenditure of human, technical, and financial resources paid dividends with YNB open for business, as usual, on January 1, 2000. FORWARD-LOOKING STATEMENTS This annual report contains express and implied statements relating to the future financial condition, results of operations, plans, objectives, performance and business of YNB, which are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements that relate to, among other things, profitability, liquidity, loan loss reserve adequacy, plans for growth, interest rate sensitivity, and market risk. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in economic conditions, interest rate fluctuations, continued levels of loan quality and origination volume, competitive product and pricing pressures within YNB's markets, continued relationships with major customers including sources for loans and deposits, personal and corporate customers' bankruptcies, legal and regulatory barriers and structure, inflation, and technological changes, as well as other risks and uncertainties detailed from time to time in the filings of YNB with the Securities and Exchange Commission.
QUARTERLY FINANCIAL DATA (UNAUDITED) Three Months Ended - --------------------------------------------------------------------------------------------------------------------- (in thousands, except per share data) December 31 September 30 June 30 March 31 - --------------------------------------------------------------------------------------------------------------------- 1999 Interest income $ 20,178 $18,373 $ 16,570 $ 14,598 Interest expense 11,516 10,478 9,470 8,181 - --------------------------------------------------------------------------------------------------------------------- Net interest income 8,662 7,895 7,100 6,417 Provision for loan losses 775 1,000 750 650 Non-interest income 501 781 755 728 Non-interest expense 5,190 4,594 4,328 4,345 - --------------------------------------------------------------------------------------------------------------------- Income before income tax expense 3,198 3,082 2,777 2,150 Income tax expense 922 882 787 596 - --------------------------------------------------------------------------------------------------------------------- Net income $ 2,276 $ 2,200 $ 1,990 $ 1,554 ===================================================================================================================== Net income - basic $ 0.34 $ 0.33 $ 0.34 $ 0.31 Net income - diluted 0.34 0.33 0.34 0.31 ===================================================================================================================== 1998 Interest income $ 13,602 $13,209 $ 12,421 $ 11,691 Interest expense 7,682 7,455 6,843 6,412 - --------------------------------------------------------------------------------------------------------------------- Net interest income 5,920 5,754 5,578 5,279 Provision for loan losses 575 500 500 400 Non-interest income 786 796 732 688 Non-interest expense 4,248 3,912 3,673 3,504 - --------------------------------------------------------------------------------------------------------------------- Income before income tax expense 1,883 2,138 2,137 2,063 Income tax expense 425 730 755 729 - --------------------------------------------------------------------------------------------------------------------- Net income $ 1,458 $ 1,408 $ 1,382 $ 1,334 ===================================================================================================================== Net income - basic $ 0.29 $ 0.28 $ 0.27 $ 0.26 Net income - diluted 0.29 0.28 0.27 0.26 =====================================================================================================================
36 27 YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES Consolidated Statements of Condition
December 31, - ---------------------------------------------------------------------------------------------- (in thousands, except share data) 1999 1998 - ---------------------------------------------------------------------------------------------- ASSETS: Cash and due from banks $ 17,582 $ 16,246 Federal funds sold 8,035 280 - ---------------------------------------------------------------------------------------------- Cash and Cash Equivalents 25,617 16,526 - ---------------------------------------------------------------------------------------------- Interest bearing deposits with banks 955 733 Securities available for sale 309,298 185,577 Investment securities (market value of $100,121 in 1999 and $36,203 in 1998) 108,167 36,111 Loans 646,737 491,649 Less: Allowance for loan losses (8,965) (6,768) - ---------------------------------------------------------------------------------------------- Loans, net 637,772 484,881 Bank premises and equipment, net 9,400 6,251 Other real estate 2,585 4,957 Other assets 29,804 22,630 Total Assets $ 1,123,598 $ 757,666 - ---------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY: - ---------------------------------------------------------------------------------------------- Deposits Non-interest bearing $ 90,219 $ 75,426 Interest bearing 653,588 444,217 Total Deposits 743,807 519,643 - ---------------------------------------------------------------------------------------------- Borrowed funds Securities sold under agreements to repurchase 45,000 87,120 Federal Home Loan Bank advances 250,293 89,316 Obligation for Employee Stock Ownership Plan (ESOP) 1,600 -- Other 1,796 1,452 - ---------------------------------------------------------------------------------------------- Total Borrowed Funds 298,689 177,888 Company - obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust holding solely junior Subordinated Debentures of the Company 11,500 11,500 Other liabilities 10,777 7,879 - ---------------------------------------------------------------------------------------------- Total Liabilities $ 1,064,773 $ 716,910 - ---------------------------------------------------------------------------------------------- Commitments and Contingent Liabilities Stockholders' equity Preferred stock: no par value Authorized 1,000,000 shares, none issued Common stock: no par value Authorized 12,000,000 shares Issued 6,917,794 shares in 1999 and 5,138,474 shares in 1998 40,052 20,364 Surplus 2,205 2,205 Undivided profits 27,462 21,479 Treasury stock, at cost, 172,000 shares in 1999 and 170,300 in 1998 (3,030) (3,008) Unallocated ESOP shares (1,600) -- Accumulated other comprehensive loss (6,264) (284) - ---------------------------------------------------------------------------------------------- Total Stockholders' Equity 58,825 40,756 - ---------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $ 1,123,598 $ 757,666 ==============================================================================================
See Accompanying Notes to Consolidated Financial Statements. 37 28 YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES Consolidated Statements of Income
Year Ended December 31, - -------------------------------------------------------------------------------------------------- (in thousands, except per share amounts) 1999 1998 1997 - -------------------------------------------------------------------------------------------------- INTEREST INCOME: Interest and fees on loans $ 47,554 $ 38,218 $ 31,511 Interest on deposits with banks 45 175 107 Interest on securities available for sale 15,674 10,788 7,093 Interest on investment securities: Taxable 4,236 783 1,277 Exempt from Federal income tax 1,306 626 400 Interest on Federal funds sold 904 333 380 - -------------------------------------------------------------------------------------------------- Total Interest Income 69,719 50,923 40,768 - -------------------------------------------------------------------------------------------------- INTEREST EXPENSE: Interest on savings account deposits 4,887 5,034 5,083 Interest on certificates of deposit of $100,000 or more 2,643 1,386 1,273 Interest on other time deposits 17,528 12,152 9,759 Interest on borrowed funds 13,523 8,756 4,761 Interest on trust preferred securities 1,064 1,064 224 - -------------------------------------------------------------------------------------------------- Total Interest Expense 39,645 28,392 21,100 - -------------------------------------------------------------------------------------------------- Net Interest Income 30,074 22,531 19,668 Less provision for loan losses 3,175 1,975 1,125 - -------------------------------------------------------------------------------------------------- Net Interest Income After Provision for Loan Losses 26,899 20,556 18,543 - -------------------------------------------------------------------------------------------------- NON-INTEREST INCOME: Service charges on deposit accounts 1,374 1,246 1,174 Gains on sales of mortgages, net 38 62 30 Securities (losses) gains, net (301) 151 24 Other non-interest income 1,654 1,543 1,316 - -------------------------------------------------------------------------------------------------- Total Non-Interest Income 2,765 3,002 2,544 - -------------------------------------------------------------------------------------------------- NON-INTEREST EXPENSE: Salaries and employee benefits 10,041 8,115 7,446 Occupancy expense, net 1,516 1,070 977 Equipment expense 1,642 1,299 1,107 Other non-interest expense 5,258 4,853 3,811 - -------------------------------------------------------------------------------------------------- Total Non-Interest Expense 18,457 15,337 13,341 - -------------------------------------------------------------------------------------------------- Income before income tax expense 11,207 8,221 7,746 Income tax expense 3,187 2,639 2,740 - -------------------------------------------------------------------------------------------------- Net Income $ 8,020 $ 5,582 $ 5,006 - -------------------------------------------------------------------------------------------------- EARNINGS PER SHARE: Basic $ 1.33 $ 1.11 $ 0.99 Diluted $ 1.33 $ 1.10 $ 0.98 ==================================================================================================
See Accompanying Notes to Consolidated Financial Statements. 38 29 YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity
Year Ended December 31, 1999, 1998 and 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Accumulated Unallocated other Common Common Undivided Treasury ESOP comprehensive (in thousands, except share amounts) shares stock Surplus profits stock shares (loss) income - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1996 4,982,348 $17,246 $ 2,205 $ 15,940 $ (161) Net income 5,006 Unrealized gain - securities available for sale, net of tax of $83,000 285 Total comprehensive income Cash dividends (1,233) Common stock issued: Exercise of stock options 99,702 457 - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1997 5,082,050 $17,703 $ 2,205 $ 19,713 $ 124 Net income 5,582 Unrealized loss - securities available for sale, net of tax of $152,000 (408) Total comprehensive income Cash dividends (1,449) Common stock issued: Exercise of stock options 56,424 294 2.5% stock dividend 2,367 (2,367) Treasury shares acquired (170,300) (3,008) - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1998 4,968,174 $20,364 $ 2,205 $ 21,479 $ (3,008) $ (284) Net income 8,020 Unrealized loss - securities available for sale, net of tax of $3,373,000 (5,980) Total comprehensive income Cash dividends (2,037) Common stock issued: Exercise of stock options 13,980 68 Common shares issued 1,610,000 17,620 ESOP shares issued 155,340 2,000 (2,000) ESOP shares allocated 400 Treasury shares acquired (1,700) (22) - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1999 6,745,794 $40,052 $ 2,205 $ 27,462 $ (3,030) $ (1,600) $ (6,264) ====================================================================================================================================
Year Ended December 31, 1999, 1998 and 1997 - ------------------------------------------------------------------------------------ (in thousands, except share amounts) Total - ------------------------------------------------------------------------------------ BALANCE, December 31, 1996 $35,230 Net income 5,006 Unrealized gain - securities available for sale, net of tax of $83,000 285 ------- Total comprehensive income 5,291 ------- Cash dividends (1,233) Common stock issued: Exercise of stock options 457 - ------------------------------------------------------------------------------------ BALANCE, December 31, 1997 $39,745 Net income 5,582 Unrealized loss - securities available for sale, net of tax of $152,000 (408) ------- Total comprehensive income 5,174 ------- Cash dividends (1,449) Common stock issued: Exercise of stock options 294 2.5% stock dividend Treasury shares acquired (3,008) - ------------------------------------------------------------------------------------ BALANCE, December 31, 1998 $40,756 Net income 8,020 Unrealized loss - securities available for sale, net of tax of $3,373,000 (5,980) ------- Total comprehensive income 2,040 ------- Cash dividends (2,037) Common stock issued: Exercise of stock options 68 Common shares issued 17,620 ESOP shares issued -- ESOP shares allocated 400 Treasury shares acquired (22) - ------------------------------------------------------------------------------------ BALANCE, December 31, 1999 $58,825 ====================================================================================
See Accompanying Notes to Consolidated Financial Statements. 39 30 YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES Consolidated Statements of Cash Flows
Year Ended December 31, - ------------------------------------------------------------------------------------------------------------------------------ (in thousands) 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 8,020 $ 5,582 $ 5,006 Adjustments: Provision for loan losses 3,175 1,975 1,125 Depreciation 1,286 942 832 Amortization and accretion 512 943 467 Loss (gain) on sales of securities available for sale 301 (151) (24) Writedown of other real estate 587 463 532 Loss on sale of other real estate 1 7 -- Increase in other assets (3,953) (5,532) (2,076) Increase in other liabilities 2,898 1,698 1,650 - ------------------------------------------------------------------------------------------------------------------------------ Net Cash Provided by Operating Activities 12,827 5,927 7,512 - ------------------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease in interest bearing deposits with banks (222) 1,486 (862) Purchase of securities available for sale (196,574) (168,202) (123,534) Maturities, calls and paydowns of securities available for sale 31,225 93,346 45,928 Proceeds from sales of securities available for sale 31,694 47,725 11,740 Proceeds from maturities and paydowns of investment securities 8,197 11,081 4,757 Purchase of investment securities (80,333) (20,436) (528) Net increase in loans (157,047) (109,188) (57,984) Expenditures for bank premises and equipment (4,435) (2,001) (606) Proceeds from sale of other real estate 2,765 257 -- Capital improvements to other real estate -- -- (350) - ------------------------------------------------------------------------------------------------------------------------------ Net Cash Used by Investing Activities (364,730) (145,932) (121,439) - ------------------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in non-interest bearing demand, money market, and savings deposits 39,849 23,232 36,188 Net increase in certificates of deposit 184,315 73,467 22,311 Net increase in borrowed funds 120,801 43,572 47,977 Proceeds from issuance of common stock 19,688 294 457 Increase in unallocated ESOP shares (1,600) -- -- Treasury shares acquired (22) (3,008) -- Proceeds from issuance of trust preferred securities -- -- 11,500 Dividends paid (2,037) (1,449) (1,233) - ------------------------------------------------------------------------------------------------------------------------------ Net Cash Provided by Financing Activities 360,994 136,108 117,200 - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents 9,091 (3,897) 3,273 Cash and cash equivalents as of beginning of year 16,526 20,423 17,150 - ------------------------------------------------------------------------------------------------------------------------------ Cash and Cash Equivalents as of End of Year $ 25,617 $ 16,526 $ 20,423 - ------------------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 36,403 $ 25,714 $ 19,239 Income taxes 4,348 3,140 3,642 - ------------------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Transfers from loans to other real estate, net of charge offs $ 981 $ 2,513 $ 2,958 ==============================================================================================================================
See Accompanying Notes to Consolidated Financial Statements. 40 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BUSINESS Yardville National Bancorp through its subsidiary Yardville National Bank (the Bank) provides a full range of services to individuals and corporate customers in Mercer County and contiguous counties. The Bank is subject to competition from other financial institutions. The Bank is also subject to the regulations of certain Federal agencies and undergoes periodic examinations by those regulatory authorities. BASIS OF FINANCIAL STATEMENT PRESENTATION The consolidated financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. A. CONSOLIDATION. The consolidated financial statements include the accounts of Yardville National Bancorp and its subsidiaries, Yardville Capital Trust and the Bank and the Bank's wholly owned subsidiaries, the Yardville National Investment Corporation, Brendan, Nancy Beth, Jim Mary, Yardville Real Estate Corporation, YNB Realty Inc., YNB Financial Services, Inc., and Capital Development, Inc. (collectively, the Corporation). All significant inter-company accounts and transactions have been eliminated. B. CASH AND CASH EQUIVALENTS. For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and Federal funds sold. Generally, Federal funds are purchased or sold for one day periods. C. SECURITIES. The Corporation's securities portfolio is classified into three separate portfolios: held to maturity, available for sale and trading. Securities classified as available for sale may be used by the Corporation as funding and liquidity sources and can be used to manage the Corporation's interest rate sensitivity position. These securities are carried at their estimated market value with their unrealized gains and losses carried, net of income tax, as adjustments to stockholders' equity. Amortization of premium or accretion of discount are recognized as adjustments to interest income, on a level yield basis. Gains and losses on disposition are included in earnings using the specific identification method. Investment securities are composed of securities that the Corporation has the positive intent and ability to hold to maturity. These securities are stated at cost, adjusted for amortization of premium or accretion of discount. The premium or discount adjustments are recognized as adjustments to interest income, on a level yield basis. Unrealized losses due to fluctuations in market value are recognized as investment security losses when a decline in value is assessed as being other than temporary. Trading securities are purchased specifically for short-term appreciation with the intent of selling in the near future. Trading securities are carried at fair value with realized and unrealized gains and losses reported in non-interest income. D. LOANS. Interest on loans is recognized based upon the principal amount outstanding. Loans are stated at face value, less unearned income and net deferred fees. Generally, commercial loans are placed on a nonaccrual status when they are 90 days past due unless they are well secured and in the process of collection or, regardless of the past due status of the loan, when management determines that the complete recovery of principal and interest is in doubt. Consumer loans are generally charged off after they become 120 days past due. Mortgage loans are not generally placed on a nonaccrual status unless the value of the real estate has deteriorated to the point that a potential loss of principal or interest exists. Subsequent payments are credited to income only if collection of principal is not in doubt. Loan origination and commitment fees less certain costs are deferred and the net amount amortized as an adjustment to the related loan's yield. Loans held for sale are recorded at the lower of aggregate cost or market. E. Allowance for Loan Losses. The provision for loan losses charged to operating expense is determined by management and is based upon a periodic review of the loan portfolio, past experience, the economy, and other factors that may affect a borrower's ability to repay the loan. This provision is based on management's estimates, and actual losses may vary from these estimates. These estimates are reviewed and adjustments, as they become necessary, are reported in the periods in which they become known. Management believes that the allowance for loan losses is adequate. While management uses available information to 41 32 recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions, particularly in New Jersey. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation's allowance for loan losses and the valuation of other real estate. Such agencies may require the Corporation to recognize additions to the allowance or adjustments to the carrying value of other real estate based on their judgments about information available to them at the time of their examination. Management, considering current information and events regarding the borrowers' ability to repay their obligations, considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is considered to be impaired, the amount of impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or fair value of the collateral. Impairment losses are included in the allowance for loan losses through provisions charged to income. F. BANK PREMISES AND EQUIPMENT. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on straight-line and accelerated methods over the estimated useful lives of the assets (buildings 25 to 50 years, furniture and fixtures 7 to 10 years). Charges for maintenance and repairs are expensed as they are incurred. G. OTHER REAL ESTATE (O.R.E.). O.R.E. comprises real properties acquired through foreclosure or deed in lieu of foreclosure in partial or total satisfaction of problem loans. The properties are recorded at the lower of cost or fair value less estimated disposal costs at the date acquired. When a property is acquired, the excess of the loan balance over the fair value is charged to the allowance for loan losses. Any subsequent writedowns that may be required to the carrying value of the property are included in other non-interest expense. Gains realized from the sale of other real estate are included in other non-interest income, while losses are included in non-interest expense. H. FEDERAL INCOME TAXES. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period of the enactment date. I. STOCK BASED COMPENSATION. The Corporation applies Accounting Principles Board (APB) Opinion 25 in accounting for its plans and, accordingly, no compensation cost has been recognized for its stock options in the consolidated financial statements. Pro forma disclosures, as required by Statement of Financial Accounting Standards (SFAS) 123, "Accounting for Stock Based Compensation," have been included for awards granted after January 1, 1995 (see note 10). J. EARNINGS PER SHARE. On March 25, 1998, the Board of Directors of the Corporation approved a 2.5% stock dividend payable on April 21, 1998 to shareholders of record on April 7, 1998. On December 23, 1997, the Board of Directors of the Corporation approved a two-for-one stock split effected in the form of a stock dividend payable on January 20, 1998 to shareholders of record on January 5, 1998. All share data has been adjusted to reflect these two actions. Basic net income per common share is calculated by dividing net income, less the dividends on preferred stock, if any, by the weighted average common shares outstanding during the period. Diluted net income per common share is computed similar to that of basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, principally stock options, were issued during the reporting period. Weighted average shares for the basic net income per share computation for the years ended December 31, 1999, 1998, and 1997 were 6,015,000, 5,017,000, and 5,052,000, respectively. For the diluted net income per share computation, common stock equivalents of 26,000, 42,000, and 65,000 are included for the years ended December 31, 1999, 1998, and 1997, respectively. K. COMPREHENSIVE INCOME. Comprehensive income consists of net income and net unrealized gains (losses) on securities and is presented in the consolidated statements of stockholders' equity. The unrealized holding gains (losses) that arise during a year are equal to the net unrealized gains (losses) on securities available for sale included in total comprehensive income in the consolidated statements of changes in stockholders' equity plus a reclassification adjustment for gains (losses) realized in income. This reclassification adjustment is equal to the security gains (losses) included in the consolidated statements of income for all years presented. 2. CASH AND DUE FROM BANKS The Corporation maintains various deposits with other banks. As of December 31, 1999 and 1998, the Corporation maintained sufficient cash on hand to satisfy Federal regulatory requirements. 42 33 3. SECURITIES The amortized cost and estimated market value of securities available for sale are as follows:
December 31, - ---------------------------------------------------------------------------------------------------------------------------------- 1999 1998 - ---------------------------------------------------------------------------------------------------------------------------------- GROSS GROSS ESTIMATED Gross Gross Estimated AMORTIZED UNREALIZED UNREALIZED MARKET Amortized Unrealized Unrealized Market (in thousands) COST GAINS LOSSES VALUE Cost Gains Losses Value - ---------------------------------------------------------------------------------------------------------------------------------- U.S. Treasury securities and obligations of other U.S. government agencies $117,496 $ 6 $ (4,771) $112,731 $ 55,051 $ 149 $ (161) $ 55,039 Mortgage-backed securities 170,775 208 (4,819) 166,164 120,410 157 (581) 119,986 Corporate obligations 5,783 -- (261) 5,522 2,867 8 (8) 2,867 Federal Reserve Bank Stock 1,397 -- -- 1,397 812 -- -- 812 Federal Home Loan Bank Stock 23,484 -- -- 23,484 6,873 -- -- 6,873 - ---------------------------------------------------------------------------------------------------------------------------------- Total $318,935 $ 214 $ (9,851) $309,298 $186,013 $ 314 $ (750) $185,577 ==================================================================================================================================
The amortized cost and estimated market value of investment securities are as follows:
December 31, - -------------------------------------------------------------------------------------------------------------------------------- 1999 1998 - -------------------------------------------------------------------------------------------------------------------------------- GROSS GROSS ESTIMATED Gross Gross Estimated AMORTIZED UNREALIZED UNREALIZED MARKET Amortized Unrealized Unrealized Market (in thousands) COST GAINS LOSSES VALUE Cost Gains Losses Value - -------------------------------------------------------------------------------------------------------------------------------- Obligations of other U.S. government agencies $ 69,184 $ -- $ (5,192) $ 63,992 $ 4,994 $ -- $ (59) $ 4,935 Obligations of state and political subdivisions 31,892 29 (2,640) 29,281 20,773 302 (93) 20,982 Mortgage-backed securities 7,091 -- (243) 6,848 10,344 -- (58) 10,286 - -------------------------------------------------------------------------------------------------------------------------------- Total $108,167 $ 29 $ (8,075) $100,121 $ 36,111 $ 302 $ (210) $ 36,203 ================================================================================================================================
The amortized cost and estimated market value of securities available for sale and investment securities as of December 31, 1999 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
- -------------------------------------------------------- SECURITIES AVAILABLE FOR SALE ESTIMATED Amortized MARKET (in thousands) Cost VALUE - -------------------------------------------------------- Due in 1 year or less $ 19,985 $ 19,864 Due after 1 year through 5 years 39,913 39,409 Due after 5 years through 10 years 25,000 23,596 Due after 10 years 63,262 60,265 - -------------------------------------------------------- Subtotal 148,160 143,134 Mortgage-backed securities 170,775 166,164 - -------------------------------------------------------- Total $ 318,935 $ 309,298 ========================================================
- -------------------------------------------------------- INVESTMENT SECURITIES Estimated AMORTIZED Market (in thousands) COST Value - -------------------------------------------------------- Due in one year or less $ 1,057 $ 1,057 Due after 1 year through 5 years 3,335 3,346 Due after 5 years through 10 years 24,451 22,981 Due after 10 years 72,233 65,889 - -------------------------------------------------------- Subtotal 101,076 93,273 Mortgage-backed securities 7,091 6,848 - -------------------------------------------------------- Total $ 108,167 $100,121 ========================================================
Proceeds from the sale of available for sale securities during 1999, 1998, and 1997 were $31,694,000, $47,725,000, and $11,740,000, respectively. Gross gains of $21,000, $242,000 and $24,000 were realized on those sales in 1999, 1998, and 1997, respectively. Gross losses of $322,000, and $91,000 were realized on those sales in 1999 and 1998, respectively. There were no losses in 1997. 43 34 Securities with a carrying value of approximately $264,188,000 as of December 31, 1999 were pledged to secure public deposits and for other purposes as required or permitted by law. As of December 31, 1999, Federal Home Loan Bank (FHLB) stock with a carrying value of $23,484,000 was held by the Corporation as required by the FHLB. 4. LOANS AND ALLOWANCE FOR LOAN LOSSES The following table shows comparative year-end detail of the loan portfolio:
December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------------------------------- Commercial and industrial loans $150,629 $133,263 Real estate loans -- mortgage 385,441 283,739 Real estate loans -- construction 70,933 38,386 Consumer loans 27,494 24,531 Other loans 12,240 11,730 - -------------------------------------------------------------------------------- Total loans $646,737 $491,649 ================================================================================
Residential mortgage loans held for sale amounted to $1,972,000 and $3,084,000 as of December 31, 1999 and 1998, respectively. These loans are accounted for at the lower of aggregate cost or market value and are included in the table above. The Corporation originates and sells mortgage loans to FHLMC and FNMA. Generally, servicing on such loans is retained by the Corporation. As of December 31, 1999 and 1998, loans serviced for FHLMC were $27,171,000 and $33,476,000, respectively; loans serviced for FNMA were $12,508,000 and $10,503,000, respectively. The Corporation has extended credit in the ordinary course of business to directors, officers, and their associates on substantially the same terms, including interest rates and collateral, as those prevailing, for comparable transactions with other customers of the Corporation. The following table summarizes activity with respect to such loans:
Year Ended December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------------------------------- Balance as of beginning of year $ 5,705 $ 6,387 Additions 6,379 3,347 Repayments 1,261 4,029 - -------------------------------------------------------------------------------- Balance as of end of year $10,823 $ 5,705 ================================================================================
The majority of the Corporation's business is with customers located within Mercer County, New Jersey and contiguous counties. Accordingly, the ultimate collectibility of the loan portfolio and the recovery of the carrying amount of real estate are subject to changes in the region's economic environment and real estate market. A portion of the total portfolio is secured by real estate. The principal areas of exposure are construction and development loans, which are primarily commercial and residential projects, and commercial mortgage loans. Commercial mortgage loans are completed projects and are generally owner-occupied or tenanted investment projects, creating cash flow. Changes in the allowance for loan losses are as follows:
Year Ended December 31, - -------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------- Balance as of beginning of year $ 6,768 $5,570 $ 4,957 Loans charged off (1,085) (843) (574) Recoveries of loans charged off 107 66 62 - -------------------------------------------------------- Net charge offs (978) (777) (512) Provision charged to operations 3,175 1,975 1,125 - -------------------------------------------------------- Balance as of end of year $ 8,965 $6,768 $ 5,570 ========================================================
The detail of loans charged off is as follows:
Year Ended December 31, - -------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------- Commercial and industrial $ 405 $ 547 $ 212 Real estate loans -- mortgage 6 -- 161 Real estate loans -- construction 182 -- -- Consumer loans 309 296 201 Other loans 183 -- -- - -------------------------------------------------------- Total $ 1,085 $ 843 $ 574 ========================================================
Nonperforming assets include nonperforming loans and other real estate. The nonperforming loan category includes loans on which accrual of interest has been discontinued with subsequent interest payments credited to income as received and loans 90 days past due or greater on which interest is still accruing. Nonperforming loans as a percentage of total loans were 0.48% as of December 31, 1999 and 0.79% as of December 31, 1998. 44 35 A summary of nonperforming assets follows:
December 31, - -------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------- Nonaccrual loans: Commercial and industrial loans $ 676 $ 232 Real estate loans -- mortgage 1,189 570 Real estate loans -- construction -- 684 Consumer loans 12 31 Other loans 312 529 - -------------------------------------------------------- Total nonaccrual loans $ 2,189 $ 2,046 - -------------------------------------------------------- Restructured loans $ 540 $ 634 - -------------------------------------------------------- Past due 90 days or more: Commercial and industrial loans $ 46 $ -- Real estate loans -- mortgage 277 1,093 Consumer loans 26 100 - -------------------------------------------------------- Total past due 90 days or more 349 1,193 - -------------------------------------------------------- Total nonperforming loans 3,078 3,873 Other real estate 2,585 4,957 - -------------------------------------------------------- Total nonperforming assets $ 5,663 $ 8,830 ========================================================
The Corporation has defined the population of impaired loans to be all nonaccrual commercial loans. Impaired loans are individually assessed to determine that the loan's carrying value is not in excess of the fair value of the collateral or the present value of the loan's expected cash flows. Smaller balance homogeneous loans that are collectively evaluated for impairment, including residential mortgage and consumer loans, are specifically excluded from the impaired loan portfolio. The recorded investment in loans receivable for which an impairment has been recognized as of December 31, 1999 and 1998 was $2,230,000 and $2,438,000, respectively. The related allowance for loan losses on these loans as of December 31, 1999 and 1998 was $618,000 and $519,000, respectively. The average recorded investment in impaired loans during 1999 and 1998 was $2,056,000 and $3,252,000, respectively. There was no interest income recognized on impaired loans in 1999, 1998, and 1997. Additional income before income taxes amounting to approximately $257,000 in 1999, $249,000 in 1998 and $254,000 in 1997 would have been recognized if interest on all loans had been recorded based upon original contract terms. 5. BANK PREMISES AND EQUIPMENT The following table represents comparative information for premises and equipment:
December 31, - -------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------- Land and improvements $ 1,249 $ 773 Buildings and improvements 6,591 4,413 Furniture and equipment 9,154 7,373 - -------------------------------------------------------- Total 16,994 12,559 Less accumulated depreciation 7,594 6,308 - -------------------------------------------------------- Bank premises and equipment, net $ 9,400 $ 6,251 ========================================================
6. DEPOSITS Total deposits consist of the following:
December 31, - -------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------- Non-interest bearing demand deposits $ 90,219 $ 75,426 Interest bearing demand deposits 61,483 51,672 Money market deposits 57,143 44,661 Savings deposits 80,300 77,537 Certificates of deposit of $100,000 and over 72,528 29,525 Other time deposits 382,134 240,822 - -------------------------------------------------------- Total $ 743,807 $ 519,643 ========================================================
A summary of certificates of deposit by maturity is as follows:
December 31, - -------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------- Within one year $ 324,478 $ 190,259 One to two years 92,320 55,702 Two to three years 29,925 9,935 Three to four years 5,276 9,340 Four to five years 2,663 5,111 - -------------------------------------------------------- Total $ 454,662 $ 270,347 ========================================================
7. BORROWED FUNDS Borrowed funds include securities sold under agreements to repurchase and Federal Home Loan Bank (FHLB) advances. Other borrowed funds consist of Federal funds purchased, Treasury tax and loan deposits, and obligation for ESOP. 45 36 The following table presents comparative data related to borrowed funds of the Corporation as of and for the years ended December 31, 1999, 1998, and 1997.
December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------------------------------- Securities sold under agreements to repurchase $ 45,000 $ 87,120 $100,050 FHLB advances 250,293 89,316 29,338 Obligation for ESOP 1,600 -- -- Other 1,796 1,452 4,928 - -------------------------------------------------------------------------------- Total $298,689 $177,888 $134,316 - -------------------------------------------------------------------------------- Maximum amount outstanding at any month end $304,473 $182,354 $134,316 Average interest rate on year end balance 5.49% 5.25% 5.94% Average amount outstanding during the year $256,957 $158,106 $ 84,492 Average interest rate for the year 5.26% 5.54% 5.63% ================================================================================
There are $45,000,000 in securities sold under agreements to repurchase with expected maturities over 90 days as of December 31, 1999. The outstanding amount includes $40,000,000 in callable repurchase agreements with maturities ranging from five to ten years and call dates of one to two years. Due to the call provisions, expected maturities could differ from contractual maturities. The FHLB advances as of December 31, 1999 mature as follows:
- -------------------------------------------------------- (in thousands) - -------------------------------------------------------- Within one year $ 6,000 Over one to two years 768 Over two to three years 25 Over five years 243,500 - -------------------------------------------------------- Total $ 250,293 ========================================================
The outstanding amount includes $239,500,000 in callable advances with ten year maturities and call dates of one to five years. Due to the call provisions, expected maturities could differ from contractual maturities. Interest expense on borrowed funds is comprised of the following:
Year Ended December 31, - -------------------------------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------------------------------- Securities sold under agreements to repurchase $ 5,507 $ 5,851 $ 3,627 FHLB advances 7,854 2,816 1,081 Obligation for ESOP 115 -- -- Other 47 89 53 - -------------------------------------------------------------------------------- Total $13,523 $ 8,756 $ 4,761 ================================================================================
8. COMPANY-OBLIGATED MANDATORILY REDEEMABLE TRUST PREFERRED SECURITIES OF SUBSIDIARY TRUST HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE COMPANY (TRUST PREFERRED SECURITIES) On October 16, 1997, Yardville Capital Trust (the Trust), a statutory business trust, and a wholly owned subsidiary of Yardville National Bancorp, issued $11,500,000 of 9.25% Trust Preferred Securities and $356,000 of 9.25% Common Securities to Yardville National Bancorp. Proceeds from the issuance of the Trust Preferred Securities were immediately used by the Trust to purchase $11,856,000 of 9.25% Subordinated Debentures maturing November 1, 2027 from Yardville National Bancorp. The Trust exists for the sole purpose of issuing Trust Preferred Securities and investing the proceeds into Subordinated Debentures of Yardville National Bancorp. These Subordinated Debentures constitute the sole assets of the Trust. These Subordinated Debentures are redeemable in whole or part prior to maturity after November 1, 2002. The Trust is obligated to distribute all proceeds of a redemption, whether voluntary or upon maturity, to holders of the Trust Preferred Securities. Yardville National Bancorp's obligation with respect to the Trust Preferred Securities and the Subordinated Debentures, when taken together, provide a full and unconditional guarantee on a subordinated basis by Yardville National Bancorp of the Trust's obligations to pay amounts when due on the Trust Preferred Securities. 46 37 9. INCOME TAXES Income taxes reflected in the consolidated financial statements for 1999, 1998, and 1997 are as follows:
Year Ended December 31, - ---------------------------------------------------------------- (in thousands) 1999 1998 1997 - ---------------------------------------------------------------- Statements of Income: Federal: Current $ 3,988 $2,625 $ 2,440 Deferred (840) (358) (294) State: Current 39 512 675 Deferred -- (140) (81) - ---------------------------------------------------------------- Total tax expense $ 3,187 $2,639 $ 2,740 - ---------------------------------------------------------------- Statements of Condition: Deferred tax on Accumulated other comprehensive income $ (3,373) $ (236) $ 190 - ----------------------------------------------------------------
Deferred income taxes reflect the impact of "temporary differences" between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. Temporary differences which give rise to a significant portion of deferred tax assets and liabilities for 1999 and 1998 are as follows:
December 31, - -------------------------------------------------------- (in thousands) 1999 1998 - -------------------------------------------------------- Deferred tax assets: Deferred loan fees $ -- $ 58 Allowance for loan losses 3,339 2,462 Writedown of basis of O.R.E. properties 167 118 Deferred income 2 16 Net state operating loss carryforwards 48 52 Accumulated other comprehensive loss 3,526 152 Deferred compensation 567 474 - -------------------------------------------------------- Total deferred tax assets $ 7,649 $ 3,332 - -------------------------------------------------------- Valuation allowance (78) (78) - -------------------------------------------------------- Deferred tax liabilities: Deferred income (274) (168) Unamortized discount accretion (37) (75) Depreciation (140) (166) Other (62) (13) - -------------------------------------------------------- Net deferred tax assets $ 7,058 $ 2,832 - --------------------------------------------------------
The Corporation has established the valuation allowance against certain temporary differences. The Corporation is not aware of any factors that would generate significant differences between taxable income and pre-tax accounting income in future years except for the effects of the reversal of current or future net deductible temporary differences. Management believes, based upon current information, that it is more likely than not that there will be sufficient taxable income through carryback to prior years to realized the net deferred tax asset. However, there can be no assurance regarding the level of earnings in the future. A reconciliation of the tax expense computed by multiplying pre-tax accounting income by the statutory Federal income tax rate of 34% is as follows:
Year Ended December 31, - ---------------------------------------------------------- (in thousands) 1999 1998 1997 - ---------------------------------------------------------- Income tax expense at statutory rate $ 3,810 $ 2,795 $ 2,634 State income taxes, net of Federal benefit 26 245 392 Changes in taxes resulting from: Tax exempt interest (471) (239) (155) Tax exempt income (260) (227) (184) Non-deductible expenses 82 65 53 - ---------------------------------------------------------- Total $ 3,187 $ 2,639 $ 2,740 - ----------------------------------------------------------
10. BENEFIT PLANS RETIREMENT SAVINGS PLAN. The Corporation has a 401(K) plan which covers substantially all employees with one or more years of service. The plan permits all eligible employees to make basic contributions to the plan up to 12% of base compensation. Under the plan, the Corporation provided a matching contribution of 50% in 1999, 1998 and 1997, up to 6% of base compensation. Employer contributions to the plan amounted to $128,000 in 1999, $107,000 in 1998, and $93,000 in 1997. POSTRETIREMENT BENEFITS. The Corporation provides additional postretirement benefits, namely life and health insurance, to retired employees over the age of 62 who have completed 15 years of service. The plan calls for retirees to contribute a portion of the cost of providing these benefits in relation to years of service. The cost of retiree health and life insurance benefits is recognized over the employees' period of service. There were no periodic postretirement benefit costs under SFAS 106 in 1999 and 1998. Those costs were $64,000 in 1997. The actuarial present value of benefit obligations was $755,000 in 1999 and $604,000 in 1998. 47 38 STOCK OPTION PLANS. The Corporation maintains stock option plans for both officers and directors. The purpose of these plans is to assist the Corporation in attracting and retaining highly qualified officers and directors and to provide such with incentive to contribute to the growth and development of the Corporation. These options are intended to be either incentive or non-qualified stock options. Options have been granted to purchase common stock at the fair value of the stock at the date of grant. A committee appointed by the Board of Directors sets the vesting schedule and terms of stock options.
- ------------------------------------------------------------ Weighted average Shares exercise price - ------------------------------------------------------------ Balance, December 31, 1996 201,401 $ 4.32 - ------------------------------------------------------------ Shares: Granted 29,930 10.64 Exercised 99,702 4.64 Expired 1,322 4.95 - ------------------------------------------------------------ Balance, December 31, 1997 130,307 $ 5.52 - ------------------------------------------------------------ Shares: Granted 419,288 17.20 Exercised 57,575 5.03 Expired 1,529 8.43 - ------------------------------------------------------------ Balance, December 31, 1998 490,491 $ 15.55 - ------------------------------------------------------------ SHARES: GRANTED 19,680 12.08 EXERCISED 13,980 4.78 EXPIRED 3,252 12.10 - ------------------------------------------------------------ BALANCE, DECEMBER 31, 1999 492,939 $ 15.75 - ------------------------------------------------------------ SHARES EXERCISABLE AS OF DECEMBER 31, 1999 136,410 $ 12.78 - ------------------------------------------------------------
The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 1999, 1998, and 1997, respectively: (1) an expected annual dividend rate of $0.40, $0.32, and $0.28. (2) risk free rate of 6.3%, 5.6%, and 5.5%. (3) expected life of approximately 5 years in 1999 and 1998, and 1 year for 1997. The Corporation applies APB Opinion No. 25 in accounting for its plans and, accordingly, no compensation cost has been recognized for stock options in the consolidated financial statements. Had the Corporation determined compensation cost based on the fair value at the grant date for its stock options under SFAS 123, the Corporation's 1999, 1998, and 1997 net income would have been reduced to the pro forma amounts indicated below:
- -------------------------------------------------------- (in thousands) 1999 1998 1997 - -------------------------------------------------------- Net income: As reported $ 8,020 $5,582 $ 5,006 Pro forma 7,952 3,567 4,976 - -------------------------------------------------------- Earnings per share: Basic: As reported $ 1.33 $ 1.11 $ 0.99 Pro forma 1.32 0.71 0.99 Diluted: As reported $ 1.33 $ 1.10 $ 0.98 Pro forma 1.32 0.71 0.97 - --------------------------------------------------------
BENEFIT PLANS. The Corporation has a salary continuation plan for key executives and a director deferred compensation plan for its board members. The plans provide for yearly retirement benefits to be paid over a specified period. The present value of the benefits accrued under these plans as of December 31, 1999 and 1998 is approximately $669,000 and $493,000, respectively, and is included in other liabilities in the accompanying consolidated statements of condition. Compensation expense of approximately $142,000, $138,000, and $120,000 is included in the accompanying consolidated statements of income for the years ended December 31, 1999, 1998, and 1997, respectively. In connection with the benefit plans, the Corporation has purchased life insurance policies on the lives of the executives and directors. The Corporation is the owner and beneficiary of the policies. The cash surrender values of the policies are approximately $10,041,000 and $9,595,000, as of December 31, 1999 and 1998, respectively, and are included in other assets in the accompanying consolidated statements of condition. The Corporation implemented an officer group term replacement plan for divisional officers in 1996. This plan replaces group term life insurance for these officers. This plan is funded through life insurance policies purchased by the Corporation. This plan is a split dollar plan; therefore, the policy interests are divided between the bank and the employee. The death benefits over and above the cash surrender of the life insurance policy, if any, are endorsed to the beneficiary of the executive. The cash surrender value of the policies is approximately $4,380,000 and $4,192,000, as of December 31, 1999 and 1998, and is included in other assets in the accompanying consolidated statements of condition. 48 39 11. COMMON STOCK On October 28, 1997, the Corporation's Board of Directors authorized the repurchase of up to 172,000 shares in aggregate of the Corporation's common stock. At various times in 1998, the Corporation repurchased shares totaling 170,300 at an average price of $17.67. In 1999, the corporation repurchased 1,700 shares at an average price of $12.94. The Bank established an Employee Stock Ownership Plan and related trust ("ESOP") for eligible employees. The ESOP is a tax-qualified plan subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Employees with twelve months of employment with the Bank and who have worked at least 1,000 hours are eligible to participate. The ESOP borrowed $2,000,000 from an unaffiliated financial institution and purchased 155,340 shares of common shares, no par value, of the Corporation. Shares purchased by the ESOP are held in a suspense account pending allocation among participants as the loan is repaid. Compensation expense is recognized based on the fair value of the stock when it is committed to be released. Compensation expense amounted to $347,000 for the twelve months ended December 31, 1999. The fair value of unearned shares at December 31, 1999 is $1,445,000. Unallocated shares are deducted from common shares outstanding for earnings per share purposes with shares that are committed to be released during the year added back into weighted average shares outstanding. On May 18, 1999, the Corporation completed the sale of 1,610,000 shares of its common stock in an underwritten public offering. The common stock was offered at a price of $12.00 per share and generated gross proceeds of $19,320,000. Net proceeds after the underwriting discount and other offering costs was approximately $17,620,000. Of the net proceeds, approximately $17,500,000 was contributed to the Bank to support future asset growth. 12. OTHER NON-INTEREST EXPENSE Other non-interest expense included the following:
Year Ended December 31, - ----------------------------------------------------------------- (in thousands) 1999 1998 1997 - ----------------------------------------------------------------- Audit and examination fees $ 346 $ 306 $ 227 Attorneys' fees 296 379 373 O.R.E. expenses 571 573 378 Outside services and processing 237 328 332 Stationery and supplies 498 403 347 Communication and postage 487 434 373 FDIC insurance premium 67 53 47 Insurance (other) 97 101 127 Marketing 835 747 575 Amortization of trust preferred expenses 160 160 27 Other 1,664 1,369 1,005 - ----------------------------------------------------------------- Total $ 5,258 $4,853 $3,811 - -----------------------------------------------------------------
13. OTHER COMMITMENTS AND CONTINGENT LIABILITIES The Corporation enters into a variety of financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit and letters of credit, both of which involve to varying degrees, elements of risk in excess of the amount recognized in the consolidated financial statements. Credit risk, the risk that a counterparty of a particular financial instrument will fail to perform, is the contract amount of the commitments to extend credit and letters of credit. The credit risk associated with these financial instruments is essentially the same as that involved in extending loans to customers. Credit risk is managed by limiting the total amount of arrangements outstanding and by applying normal credit policies to all activities with credit risk. Collateral is obtained based on management's credit assessment of the customer. The contract amounts of off-balance sheet financial instruments as of December 31, 1999 and 1998 for commitments to extend credit were $161,973,000 and $114,077,000, respectively. For standby letters of credit, the contract amounts were $9,190,000 and $8,208,000, respectively. Many such commitments to extend credit may expire without being drawn upon, and, therefore, the total commitment amounts do not necessarily represent future cash flow requirements. The Corporation maintains lines of credit with the FHLB and four of its correspondent banks. There were approximately $62,845,000 in lines of credit available as of December 31, 1999. The Corporation maintains repurchase agreement lines of credit with two brokerage firms. There were approximately $155,000,000 in lines available at December 31, 1999. The Corporation leases its banking offices in Ewing Township, East Windsor Township, Trenton, Hamilton Square, Pennington, Newtown Township, Pennsylvania and its new corporate headquarters building and branch located in Hamilton Township. Total lease rental expense was $531,080, $298,234, and $236,912 for the years ended December 31, 1999, 1998, and 1997, respectively. Minimum rentals under the terms of the leases are approximately $1,224,000 in 2000, $1,230,000 in 2001, $1,244,000 in 2002, $1,246,000 in 2003 and $1,249,000 in 2004. The Corporation and the Bank are party, in the ordinary course of business, to litigation involving collection matters, contract claims and other miscellaneous causes of action arising from their business. Management does not consider that any such proceedings depart from usual routine litigation, and in its judgment, the Corporation's consolidated financial position or results of operations will not be affected materially by the final outcome of any pending legal proceedings. 49 40 14. REGULATORY MATTERS The Bank is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Bank's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1999, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 1999, the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category. Permission from the Comptroller of the Currency is required if the total of dividends declared in a calendar year exceeds the total of the Bank's net profits, as defined by the Comptroller, for that year, combined with its retained net profits of the two preceding years. The retained net profits of the Bank available for dividends are approximately $10,288,000 as of December 31, 1999. On December 19, 1991, the Federal Deposit Insurance Corporation Improvement act of 1991 (the "FDIC Improvement Act") became law. While the FDIC Improvement Act primarily addresses additional sources of funding for the Bank Insurance Fund, which insures the deposits of commercial banks and saving banks, it also imposes a number of new mandatory supervisory measures on savings associations and banks. The FDIC Improvement Act requires financial institutions to take certain actions relating to their internal operations, including: providing annual reports on financial condition and management to the appropriate Federal banking regulators, having an annual independent audit of financial statements performed by an independent public accountant and establishing an independent audit committee composed solely of outside directors. The FDIC Improvement Act also imposes certain operational and managerial standards on financial institutions relating to internal controls, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits. The following table presents the Corporation's and Bank's actual capital amounts and ratios:
- --------------------------------------------------------------------------------------------------------------------- REGULATORY MATTERS Per Regulatory Guidelines - --------------------------------------------------------------------------------------------------------------------- Actual Minimum "Well Capitalized" - --------------------------------------------------------------------------------------------------------------------- (amounts in thousands) Amount Ratio Amount Ratio Amount Ratio - --------------------------------------------------------------------------------------------------------------------- As of December 31, 1999: Corporation Total capital (to risk-weighted assets) $ 85,544 11.5% $ 59,717 8.0% $ 74,646 10.0% Tier I capital (to risk-weighted assets) 76,579 10.3 29,858 4.0 44,788 6.0 Tier Icapital (to average assets) 76,579 7.9 38,781 4.0 48,476 5.0 Bank Total capital (to risk-weighted assets) $ 85,244 11.4% $ 59,672 8.0% $ 74,590 10.0% Tier I capital (to risk-weighted assets) 76,279 10.2 29,836 4.0 44,754 6.0 Tier Icapital (to average assets) 76,279 7.8 38,910 4.0 48,637 5.0 As of December 31, 1998: Corporation Total capital (to risk-weighted assets) $ 59,151 11.2% $ 42,394 8.0% $ 52,993 10.0% Tier I capital (to risk-weighted assets) 52,531 9.9 21,197 4.0 31,796 6.0 Tier Icapital (to average assets) 52,531 7.7 27,367 4.0 34,208 5.0 Bank Total capital (to risk-weighted assets) $ 57,590 10.8% $ 42,500 8.0% $ 53,125 10.0% Tier I capital (to risk-weighted assets) 50,948 9.6 21,250 4.0 31,875 6.0 Tier Icapital (to average assets) 50,948 8.5 27,251 4.0 34,064 5.0 - ---------------------------------------------------------------------------------------------------------------------
50 41 15. FAIR VALUE OF FINANCIAL INSTRUMENTS The following fair value estimates, methods and assumptions were used to measure the fair value of each class of financial instruments for which it is practical to estimate that value: CASH AND CASH EQUIVALENTS. For such short-term investments, the carrying amount was considered to be a reasonable estimate of fair value. SECURITIES AND MORTGAGE-BACKED SECURITIES. The fair value of investments and mortgage-backed securities, except certain state and municipal securities, is estimated based on bid prices published in financial newspapers or bid quotations received from securities dealers. The fair value of certain state and municipal securities is not readily available through market sources other than dealer quotations, so fair value estimates are based on quoted market prices of similar instruments, adjusted for differences between the quoted instruments and the instruments being valued. LOANS. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, commercial real estate, residential mortgage and other consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories. The fair value of performing loans, except residential mortgage loans, is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan. The estimate of maturity is based on the Corporation's historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources adjusted to reflect differences in servicing and credit costs. Fair value for significant nonperforming loans is based on recent external appraisals. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the risk associated with the estimated cash flows. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower information. DEPOSIT LIABILITIES. The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, interest bearing demand deposits, money market, and savings deposits, is considered to be equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. BORROWED FUNDS. For securities sold under agreements to repurchase and FHLB advances, fair value was based on rates currently available to the Corporation for agreements with similar terms and remaining maturities. For other borrowed funds, the carrying amount was considered to be a reasonable estimate of fair values. The estimated fair values of the Corporation's financial instruments are as follows:
December 31, 1999 - -------------------------------------------------------- Carrying Fair (in thousands) Value Value - -------------------------------------------------------- Financial Assets: Cash and cash equivalents $ 25,617 $ 25,617 Interest bearing deposits with banks 955 955 Securities available for sale 309,298 309,298 Investment securities 108,167 100,121 Loans, net 637,772 633,088 Financial Liabilities: Deposits 743,807 742,822 Borrowed funds 298,689 298,349 Trust preferred securities 11,500 11,069
December 31, 1998 - -------------------------------------------------------- Carrying Fair (in thousands) Value Value - -------------------------------------------------------- Financial Assets: Cash and cash equivalents $ 16,526 $ 16,526 Interest bearing deposits with banks 733 733 Securities available for sale 185,577 185,577 Investment securities 36,111 36,203 Loans, net 484,881 485,944 Financial Liabilities: Deposits 519,643 521,421 Borrowed funds 177,888 181,711 Trust preferred securities 11,500 12,219
The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, and as the fair value for these financial instruments was not material, these disclosures are not included above. LIMITATIONS. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on-and off-balance sheet financial instruments without attempting to 51 42 estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets that are not considered financial assets include the deferred tax assets and bank premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates. 16. PARENT CORPORATION INFORMATION The condensed financial statements of the parent company only are presented below: YARDVILLE NATIONAL BANCORP (Parent Corporation) Condensed Statements of Condition
December 31, ------------ (in thousands) 1999 1998 - -------------- ---- ---- Assets: Cash ........................ $ 219 $ 200 Securities available for sale 105 105 Investment in subsidiaries .. 70,371 51,020 Other assets ................ 1,616 1,296 ------- ------- Total Assets ................ $72,311 $52,621 ------- ------- Liabilities and Stockholders' Equity: Other liabilities ........... $ 30 $ 9 Obligation for ESOP ......... 1,600 -- Subordinated debentures ..... 11,856 11,856 Stockholders' equity ............ 58,825 40,756 ------- ------- Total Liabilities and Stockholders' Equity ........ $72,311 $52,621 ------- -------
Condensed Statements of Income
Year Ended December 31, ----------------------- (in thousands) 1999 1998 1997 - -------------- ---- ---- ---- Operating Income: Dividends from subsidiary $ 3,099 $ 1,982 $ 1,765 Interest income ......... 12 42 -- Other income ............ 514 63 -- ----- ----- ----- Total Operating Income .. 3,625 2,087 1,765 ----- ----- ----- Operating Expense: Interest expense ........ 1,179 1,064 224 Other expense ........... 381 340 144 ----- ----- ----- Total Operating Expense . 1,560 1,404 368 ----- ----- ----- Income before income taxes and equity in undistributed income of subsidiaries ......... 2,065 683 1,397 Federal income tax benefit .. (470) (441) (114) ----- ----- ----- Income before equity in undistributed income of subsidiaries ......... 2,535 1,124 1,511 Equity in undistributed income of subsidiaries .. 5,485 4,458 3,495 ----- ----- ----- Net Income ........... $ 8,020 $ 5,582 $ 5,006 ----- ----- -----
Condensed Statements of Cash Flows
Year Ended December 31, ----------------------- (in thousands) 1999 1998 1997 - -------------- ---- ---- ---- Cash Flows from Operating Activities: Net Income ........................... $ 8,020 $ 5,582 $ 5,006 Adjustments: Increase in other assets ................... (320) (769) (448) Equity in undistributed income of subsidiaries ......... (5,485) (4,458) (3,495) Increase in other liabilities .............. 21 -- 9 ------ ------ ------ Net Cash Provided by Operating Activities ............. 2,236 355 1,072 ------ ------ ------ Cash Flows from Investing Activities: Purchases of securities available for sale ............. -- -- (3,297) Proceeds from sales of securities available for sale .. -- 3,192 -- Investing in subsidiaries ........ (19,846) 1 (8,356) ------ ------ ------ Net Cash (Used) Provided by Investing Activities ............. (19,846) 3,193 (11,653) ------ ------ ------ Cash Flows from Financing Activities: Increase in obligation for ESOP ....................... 1,600 -- -- Proceeds from issuance of subordinated debentures ..... -- -- 11,856 Proceeds from shares issued 18,088 294 457 Purchase of treasury shares ...... (22) (3,008) -- Dividends paid ................... (2,037) (1,449) (1,233) ------ ------ ------ Net Cash Provided (Used) by Financing Activities ............. 17,629 (4,163) 11,080 ------ ------ ------ Net increase (decrease) in cash ...... 19 (615) 499 Cash as of beginning of year ......... 200 815 316 ------ ------ ------ Cash as of end of year ............... $ 219 $ 200 $ 815 ====== ====== ======
52 43 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Yardville National Bancorp: We have audited the accompanying consolidated statements of condition of Yardville National Bancorp and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Yardville National Bancorp and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. Princeton, New Jersey January 21, 2000 EX-21 12 LIST OF SUBSIDIARIES OF THE REGISTRANT 1 Exhibit 21 Yardville National Bancorp Subsidiaries 1. Yardville National Bank 2. Yardville Capital Trust 3. Yardville National Investment Corporation (wholly-owned subsidiary of Bank) 4. YNB Real Estate Holding Company (wholly-owned subsidiary of Bank) 5. Brendan, Inc. (wholly-owned subsidiary of Bank) 6. YNB Financial, Inc. (wholly-owned subsidiary of Bank) 7. Nancy-Beth, Inc. (wholly-owned subsidiary of Bank) 8. YNB Realty, Inc. (wholly-owned subsidiary of Bank) 9. Jim Mary, Inc. (wholly-owned subsidiary of Bank) 10. Capital Development, Inc. (wholly-owned subsidiary of Bank) EX-23.1 13 CONSENT OF KPMG, LLP 1 Exhibit 23.1 Independent Accountants' Consent The Board of Directors Yardville National Bancorp: We consent to incorporation by reference in the registration statements (No. 33-98076, No. 333-28193 and No. 333-71741) on Form S-8 of Yardville National Bancorp of our report dated January 21, 2000, relating to the consolidated statements of condition of Yardville National Bancorp and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report is incorporated by reference in the December 31, 1999 annual report on Form 10-K of Yardville National Bancorp. KPMG LLP Princeton, New Jersey March 30, 2000 EX-27.1 14 FDS
9 12-MOS DEC-31-1999 DEC-31-1999 17,582 955 8,035 0 309,298 108,167 100,121 646,737 8,965 1,123,598 743,807 298,689 10,777 11,500 0 0 40,052 18,773 1,123,598 47,554 21,216 949 69,719 25,058 39,645 30,074 3,175 (301) 18,457 11,207 3,187 0 0 8,020 1.33 1.33 7.54 2,189 349 540 0 6,768 1,085 107 8,965 8,965 0 0
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