-----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, HzjqjZeY+No6LxDutUlhY616gT3nvMm7iqsujWl8iM9UyPHD4L/3mLtb7tBaLHro BcBieJ4lLkl7r0RwHpGsjw== 0000950116-00-001201.txt : 20000516 0000950116-00-001201.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950116-00-001201 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 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-Q SEC ACT: SEC FILE NUMBER: 000-26086 FILM NUMBER: 631688 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-Q 1 FORM 10 Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For transition period from 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 (IRS Employer Identification No.) incorporation or organization) 2465 Kuser Road, Hamilton, New Jersey 08690 ----------------------------------------------------------------- (Address of principal executive offices) (609) 585-5100 ----------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ---------------------------------------------------- (Former name, former address and former fiscal year, if changed from last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 2, 2000, the following class and number of shares were outstanding: Common Stock, no par value 6,755,794 - -------------------------- ---------------------------- Class Number of shares outstanding INDEX YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES PART 1 FINANCIAL INFORMATION PAGE NO. - ------------------------------------------------------------------------------- Item 1. Financial Statements Consolidated Statements of Condition March 31, 2000 and December 31, 1999 Consolidated Statements of Income Three months ended March 31, 2000 and 1999 Consolidated Statements of Cash Flows Three months ended March 31, 2000 and 1999 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART 2 OTHER INFORMATION - -------------------------------------------------------------------------------- Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES Exhibit 27.1 Financial Data Schedule Item 1. Financial Statements Yardville National Bancorp and Subsidiaries Consolidated Statements of Condition (Unaudited)
March 31, December 31, - ------------------------------------------------------------------------------------------------ (in thousands, except share data) 2000 1999 - ------------------------------------------------------------------------------------------------ Assets: Cash and due from banks .......................................... $ 18,087 $ 17,582 Federal funds sold ............................................... 34,190 8,035 - ------------------------------------------------------------------------------------------------ Cash and Cash Equivalents ................................... 52,277 25,617 - ------------------------------------------------------------------------------------------------ Interest bearing deposits with banks ............................. 1,825 955 Securities available for sale .................................... 328,999 309,298 Investment securities (market value of $99,723 in 2000 and $100,121 in 1999) ................................................ 107,874 108,167 Loans ............................................................ 696,475 646,737 Less: Allowance for loan losses ............................ (9,478) (8,965) - ------------------------------------------------------------------------------------------------ Loans, net .................................................. 686,997 637,772 Bank premises and equipment, net ................................. 9,254 9,400 Other real estate ................................................ 2,451 2,585 Other assets ..................................................... 31,249 29,804 - ------------------------------------------------------------------------------------------------ Total Assets ................................................ $ 1,220,926 $ 1,123,598 - ------------------------------------------------------------------------------------------------ Liabilities and Stockholders' Equity: Deposits Non-interest bearing ........................................ $ 92,263 $ 90,219 Interest bearing ............................................ 704,049 653,588 - ------------------------------------------------------------------------------------------------ Total Deposits .............................................. 796,312 743,807 - ------------------------------------------------------------------------------------------------ Borrowed funds Securities sold under agreements to repurchase .............. 26,942 45,000 Federal Home Loan Bank advances ............................. 312,287 250,293 Obligation to Employee Stock Ownership Plan (ESOP) .......... 1,500 1,600 Other ....................................................... 1,098 1,796 - ------------------------------------------------------------------------------------------------ Total Borrowed Funds ........................................ 341,827 298,689 Company - obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust holding solely junior Subordinated Debentures of the Company ...................... 11,500 11,500 Other liabilities ................................................ 12,570 10,777 - ------------------------------------------------------------------------------------------------ Total Liabilities ........................................... $ 1,162,209 $ 1,064,773 - ------------------------------------------------------------------------------------------------ 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 6,927,794 in 2000 and 6,917,794 shares in 1999 ........................... 40,091 40,052 Surplus .......................................................... 2,205 2,205 Undivided profits ................................................ 29,183 27,462 Treasury stock, at cost, 172,000 shares in 2000 and 1999 ......... (3,030) (3,030) Unallocated ESOP shares .......................................... (1,500) (1,600) Accumulated other comprehensive loss ............................. (8,232) (6,264) - ------------------------------------------------------------------------------------------------ Total Stockholders' Equity .................................. 58,717 58,825 Total Liabilities and Stockholders' Equity .................. $ 1,220,926 $ 1,123,598 - ------------------------------------------------------------------------------------------------
See Accompanying Notes to Unaudited Consolidated Financial Statements. 3 Yardville National Bancorp and Subsidiaries Consolidated Statements of Income (Unaudited)
Three Months Ended March 31, - -------------------------------------------------------------------- -------------------- (in thousands, except per share amounts) 2000 1999 - -------------------------------------------------------------------- -------- -------- INTEREST INCOME: Interest and fees on loans ......................................... $ 14,354 $ 10,711 Interest on deposits with banks .................................... 15 19 Interest on securities available for sale .......................... 5,446 2,853 Interest on investment securities: Taxable ....................................................... 1,190 597 Exempt from Federal income tax ................................ 384 258 Interest on Federal funds sold ..................................... 213 160 - -------------------------------------------------------------------- -------- -------- Total Interest Income ......................................... 21,602 14,598 - -------------------------------------------------------------------- -------- -------- INTEREST EXPENSE: Interest on savings account deposits ............................... 1,588 1,095 Interest on certificates of deposit of $100,000 or more ............ 1,211 491 Interest on other time deposits .................................... 5,462 3,801 Interest on borrowed funds ......................................... 4,330 2,528 Interest on trust preferred securities ............................. 266 266 - -------------------------------------------------------------------- -------- -------- Total Interest Expense ........................................ 12,857 8,181 - -------------------------------------------------------------------- -------- -------- Net Interest Income ........................................... 8,745 6,417 Less provision for loan losses ..................................... 800 650 - -------------------------------------------------------------------- -------- -------- Net Interest Income After Provision for Loan Losses ........... 7,945 5,767 - -------------------------------------------------------------------- -------- -------- NON-INTEREST INCOME: Service charges on deposit accounts ................................ 377 308 (Losses) gains on sales of mortgages, net .......................... (21) 15 Securities (losses) gains, net ..................................... (45) 15 Other non-interest income .......................................... 422 390 - -------------------------------------------------------------------- -------- -------- Total Non-Interest Income .................................... 733 728 - -------------------------------------------------------------------- -------- -------- NON-INTEREST EXPENSE: Salaries and employee benefits ..................................... 2,808 2,291 Occupancy expense, net ............................................. 622 313 Equipment expense .................................................. 468 362 Other non-interest expense ......................................... 1,424 1,379 - -------------------------------------------------------------------- -------- -------- Total Non-Interest Expense .................................... 5,322 4,345 - -------------------------------------------------------------------- -------- -------- Income before income tax expense ................................... 3,356 2,150 Income tax expense ................................................. 960 596 - -------------------------------------------------------------------- -------- -------- Net Income .................................................... $ 2,396 $ 1,554 - -------------------------------------------------------------------- -------- -------- EARNINGS PER SHARE: Basic .............................................................. $ 0.36 $ 0.31 Diluted ............................................................ $ 0.36 $ 0.31 - -------------------------------------------------------------------- -------- -------- Weighted average shares outstanding: Basic .............................................................. 6,659 5,003 Diluted ............................................................ 6,675 5,030 - -------------------------------------------------------------------- -------- --------
See Accompanying Notes to Unaudited Consolidated Financial Statements. 4 Yardville National Bancorp and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, - --------------------------------------------------------------------------------------------------- (in thousands) 2000 1999 - --------------------------------------------------------------------------------------------------- Cash Flows from Operating Activities: Net Income $ 2,396 $ 1,554 Adjustments: Provision for loan losses 800 650 Depreciation 376 269 Amortization and accretion 55 196 Losses (gains) on sales of securities available for sale 45 (15) Loss on sales of other real estate 16 1 Write down of other real estate 75 250 Increase in other assets (384) (2,266) Increase in other liabilities 1,792 577 - --------------------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 5,171 1,216 - --------------------------------------------------------------------------------------------------- Cash Flows From Investing Activities: Net (increase) decrease in interest bearing deposits with banks (870) (1,051) Purchase of securities available for sale (59,434) (45,771) Maturities, calls, and paydowns of securities available for sale 6,156 13,106 Proceeds from sales of securities available for sale 30,462 8,027 Proceeds from maturities and paydowns of investment Securities 767 1,036 Purchase of investment securities (487) (46,673) Net increase in loans (50,080) (53,377) Expenditures for bank premises and equipment (230) (656) Proceeds from sale of other real estate 98 374 - --------------------------------------------------------------------------------------------------- Net Cash Used by Investing Activities (73,618) (124,985) - --------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities: Net increase in non-interest bearing demand, money market, and savings deposits 25,045 122 Net increase in certificates of deposit 27,460 83,900 Net increase in borrowed funds 43,138 51,950 Proceeds from issuance of common stock 39 2,053 Decrease (increase) in unallocated ESOP shares 100 (1,900) Treasury shares acquired -- (22) Dividends paid (675) (410) - --------------------------------------------------------------------------------------------------- Net Cash Provided by Financing Activities 95,107 135,693 - --------------------------------------------------------------------------------------------------- Net increase in cash and cash equivalents 26,660 11,924 Cash and cash equivalents as of beginning of period 25,617 16,526 - --------------------------------------------------------------------------------------------------- Cash and Cash Equivalents as of End of Period $ 52,277 $ 28,450 - --------------------------------------------------------------------------------------------------- Supplemental Disclosure of Cash Flow Information: Cash paid during period for: Interest expense 11,788 8,503 Income taxes 100 301 - --------------------------------------------------------------------------------------------------- Supplemental Schedule of Non-cash Investing and Financing Activities: Transfers to other real estate from loans, net of charge offs 55 525 - ---------------------------------------------------------------------------------------------------
See Accompanying Notes to Unaudited Consolidated Financial Statements. 5 Yardville National Bancorp and Subsidiaries Notes to Consolidated Financial Statements Three Months Ended March 31, 2000 (Unaudited) 1. Summary of Significant Accounting Policies 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 as of the date of the balance sheet and revenue 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. In connection with the determination of the allowance for loan losses and other real estate, management obtains independent appraisals for significant properties. The consolidated financial data as of and for the three months ended March 31, 2000 includes, in the opinion of management, all adjustments, consisting of only normal recurring accruals necessary for a fair presentation of such periods. The consolidated financial data for the interim periods presented is not necessarily indicative of the result of operations that might be expected for the entire year ending December 31, 2000. Consolidation The consolidated financial statements include the accounts of Yardville National Bancorp (the "Holding Company") and its subsidiaries, Yardville Capital Trust (the "Trust") and The Yardville National Bank (the "Bank"), and the Bank's wholly owned subsidiaries, Yardville National Investment Corporation, Brendan, Inc., Nancy Beth, Inc., Jim Mary, Inc., Yardville Real Estate Corporation, YNB Financial Services, Inc., YNB Realty Inc., and Capital Development, Inc., (collectively, "YNB"). All significant inter-company accounts and transactions have been eliminated. Brendan, Inc., Nancy Beth, Inc. and Jim Mary, Inc. are utilized for the control and disposal of other real estate properties. Yardville Real Estate Corporation is utilized to hold Bank branch properties, YNB Financial Services, Inc., provides alternative investment services, and YNB Realty, Inc., a real estate investment trust, is utilized to more effectively manage a portion of the Bank's real estate related loans. Capital Development is utilized for nontraditional lending opportunities. 6 Allowance for Loan Losses The provision for loan losses charged to operating expense is determined by management and 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 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 Bank's allowance for loan losses and the valuation of other real estate. Such agencies may require the Bank to recognize additions to the allowance or adjustments to the carrying value of other real estate based on their judgement about information available at the time of their examination. 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, a statutory business trust and a wholly owned subsidiary of the Holding Company, issued $11,500,000 of 9.25% Trust Preferred Securities to the public and $356,000 of 9.25% Common Securities to the Holding Company. 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 the Holding Company. The Trust exists for the sole purpose of issuing Trust Preferred Securities and investing the proceeds in Subordinated Debentures of the Holding Company. These Subordinated Debentures constitute the sole assets of the Trust. 2. Earnings Per Share Weighted average shares for the basic net income per share calculation for the three months ended March 31, 2000 and 1999 were 6,659,000 and 5,003,000 respectively. For the diluted net income per share computation, potential common stock of 16,000 and 27,000 are included for the three months ended March 31, 2000 and 1999, respectively. 7 3. Comprehensive Income Listed below is the statement of comprehensive income for three months ended March 31, 2000 and 1999.
Three Months Ended Comprehensive Income March 31, 2000 -------------------------------------------------------------------------------------------------- (in thousands) 2000 1999 -------------------------------------------------------------------------------------------------- Net Income $ 2,396 $ 1,554 -------------------------------------------------------------------------------------------------- Other comprehensive loss Net change in unrealized loss for the period, Net of tax (1,968) (640) Reclassification of realized net (loss) gain on sale of Securities available for sale, net of tax (45) 10 -------------------------------------------------------------------------------------------------- Holding loss arising during the period, net of tax and reclassification (2,013) (630) -------------------------------------------------------------------------------------------------- Reclassification adjustment for realized net Loss (gain), net of tax 45 (10) -------------------------------------------------------------------------------------------------- Other comprehensive loss for the period, net of tax (1,968) (640) -------------------------------------------------------------------------------------------------- Total comprehensive income $ 428 $ 914 ==================================================================================================
4. Employee Stock Ownership Plan 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 stock, no par value, of the Holding Company. 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 $54,089 and $100,000 for the three months ended March 31, 2000 and 1999 respectively. The fair value of unearned shares at March 31, 2000 is $1,115,000. Unallocated shares are deducted from common shares outstanding for earnings per share purposes with shares which are committed to be released during the year added back into weighted average shares outstanding. 8 YARDVILLE NATIONAL BANCORP AND SUBSIDIARIES (YNB) Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations This financial review presents management's discussion and analysis of the financial condition and results of operations. It should be read in conjunction with the 1999 Annual Report to stockholders and Form 10-K for the fiscal year ended December 31, 1999 as well as with the unaudited consolidated financial statements and the accompanying notes in this Form 10-Q. This Form 10-Q 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, market risk, and financial and other goals. Actual results may differ materially from those expected 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 U.S. Securities and Exchange Commission. Financial Condition Assets Total consolidated assets at March 31, 2000 were $1,220,926,000, an increase of $97,328,000 or 8.7% compared to $1,123,598,000 at December 31, 1999. The growth in YNB's asset base during the three months of 2000 was primarily due to increases in loans (primarily commercial loans), Federal funds sold, and available for sale securities. The increase in the loan portfolio was the product of YNB's philosophy of relationship banking and reputation as a business lender in the marketplace. YNB's asset base includes US agency securities of approximately $248,705,000 purchased utilizing primarily repurchase agreements and Federal Home Loan Bank advances (Investment Growth Strategy). The Investment Growth Strategy securities at March 31, 2000 increased $20,295,000 or 8.9% from the reported total of $228,410,000 at December 31, 1999. The primary goals of the Investment Growth Strategy, improving return on equity and earnings per share, continue to be achieved. Federal funds sold At March 31, 2000 Federal funds sold totaled $34,190,000 compared to $8,035,000 at December 31, 1999. The higher amount of Federal funds sold at March 31, 2000 was primarily due to increased certificate of deposit (CD) balances and borrowed funds raised to fund loan growth and effectively manage liquidity. Average Federal funds sold for the three months of 2000 was $14,794,000 compared to $14,000,000 for the same period in 1999. Management remains focused on maintaining adequate liquidity to fund loan growth and to improve the liquidity profile of YNB. 9 Securities The following tables present the amortized cost and market value of YNB's securities portfolios as of March 31, 2000 and December 31, 1999.
Available For Sale Securities March 31, 2000 December 31, 1999 - ------------------------------------------------------------------------ --------------- ---------------- Amortized Market Amortized Market (in thousands) Cost Value Cost Value - ------------------------------------------------------------------------ --------------- ---------------- U.S. Treasury securities and Obligations of other U.S. government agencies $ 123,519 $ 118,539 $ 117,496 $ 112,731 Mortgage-backed securities 194,477 186,982 170,775 166,164 Corporate obligations 6,132 5,943 5,783 5,522 All other securities 17,535 17,535 24,881 24,881 - ------------------------------------------------------------------------ --------------- ---------------- Total $ 341,663 $ 328,999 $ 318,935 $ 309,298 ======================================================================== =============== ================ Investment Securities March 31, 2000 December 31, 1999 - ------------------------------------------------------------------------ --------------- ---------------- Amortized Market Amortized Market (in thousands) Cost Value Cost Value - ------------------------------------------------------------------------ --------------- ---------------- Obligations of other U.S. government Agencies $ 69,184 $ 63,924 $ 69,184 $ 63,992 Obligations of state and political subdivisions 32,032 29,512 31,892 29,281 Mortgage-backed securities 6,658 6,287 7,091 6,848 - ------------------------------------------------------------------------ --------------- ---------------- Total $ 107,874 $ 99,723 $ 108,167 $ 100,121 ======================================================================== =============== ================
Securities represented 35.8% of total assets at March 31, 2000 and 37.2% at December 31, 1999. Total securities increased $19,408,000 or 4.6% at March 31, 2000 to $436,873,000, compared to $417,465,000 at year-end 1999. The available for sale portfolio represents 75.3% of the total security holdings of YNB at March 31, 2000, compared to 74.1% at year-end 1999. The net unrealized loss on available for sale securities was $12,664,000 as of March 31, 2000 and was $9,637,000 at December 31, 1999. Net unrealized loss, net of tax effect, was $8,232,000 as reported in Accumulated Other Comprehensive Loss in Stockholders' Equity at March 31, 2000, and $6,264,000 reported at December 31, 1999. The increase in the unrealized loss on available for sale securities is primarily due to the changes in interest rates from December 31, 1999 to March 31, 2000 and the increased size of the available for sale securities portfolio. 10 Securities available for sale increased $19,701,000 or 6.4% at March 31, 2000 when compared to the December 31, 1999 balance of $309,298,000. The largest increase was in mortgage-backed securities, which increased $20,818,000 and this increase was the major factor for the increase in securities available for sale. Mortgage-backed securities purchased were primarily comprised floating rate CMO's which grew by $23,800,000 and that increase was offset by paydowns in fixed and adjustable rate mortgage backed securities. Floating rate CMO's have been purchased to improve the performance of the investment portfolio in a rising rate environment. U.S. Treasury and other U.S. agency obligations increased $5,808,000 or 5.2%. The growth was primarily in shorter term callable bonds purchased to improve YNB's liquidity profile. Investment securities decreased $293,000 or 0.3% to $107,874,000 at March 31, 2000 from $108,167,000 at December 31, 1999. The decrease was due to a modest increase in obligations of state and political subdivisions offset by principal paydowns on mortgage backed securities. The Investment Growth Strategy securities increased $20,295,000 over the year-end 1999 level. The largest increase was in floating rate US agency collateralized mortgage obligations, which increased $15,904,000 and accounted for 78.4% of the total increase. The next largest growth was in US agency callable bonds that increased $7,007,000. Modest reductions were recorded in fixed rate mortgage backed securities, which decreased by $1,736,000 as a result of paydowns and floating rate mortgage backed securities, which decreased, by $880,000 as a result of paydowns. At March 31, 2000, the Investment Growth Strategy portfolio was comprised of 73.6% of fixed rate securities and 26.4% of adjustable or floating rate securities compared to 77.8% fixed rate securities and 22.1% adjustable rate securities at year end 1999. 11 Loans Total loans, net of unearned income, increased $49,738,000 or 7.7% at March 31, 2000 to $696,475,000 from $646,737,000 at December 31, 1999. This growth was in line with the growth experienced in the first quarter of 1999 of $52,606,000. YNB's loan portfolio represented 57.0% of total assets at March 31, 2000 compared to 57.6% at December 31, 1999. YNB's lending focus continues to be on commercial and industrial loans, and commercial real estate loans. The ability of YNB to enter into larger loan relationships and management's philosophy of relationship banking are key factors in continued strong loan growth. Strong competition from both bank and nonbank competitors could result in comparatively lower yields on new and established lending relationships. In addition, borrowers' concerns over the economy, real estate prices and rising interest rates could all be factors in slowing future loan growth. Management anticipates continued loan growth for the second quarter of 2000 but not at the same level as the first quarter of 2000. Continued profitable loan growth is a key factor in meeting earnings growth goals. Loan Portfolio Composition - ----------------------------------------------------------------------------- (in thousands) 3/31/00 12/31/99 Change % change - ----------------------------------------------------------------------------- Commercial real estate $ 261,663 $ 251,534 $ 10,129 4.0% Real estate - mortgage Residential 123,203 110,293 12,910 11.7 Home equity 23,577 23,614 (37) 0.2 Commercial and industrial 173,298 150,629 22,669 15.0 Real Estate - construction 75,080 70,933 4,147 5.8 Consumer 27,465 27,494 (29) 0.1 Other loans 12,189 12,240 (51) 0.4 - ----------------------------------------------------------------------------- Total loans $ 696,475 $ 646,737 $ 49,738 7.7% ============================================================================= The table above lists the loan growth by type for the period of December 31, 1999 to March 31, 2000. Commercial and industrial loans had the greatest growth, increasing $22,669,000 or 15.0%, and accounted for 45.6% of the increase in total loans. Commercial real estate loans increased $10,129,000 or 4.0% so that commercial loan types accounted for 65.9% of the total loan increase in the first quarter of 2000. YNB continued success in generating commercial loan growth is based on several factors. First, management's focus on commercial lending has resulted in YNB's growing reputation as a business lender in our expanding market place. Second, YNB's larger legal lending limit allows for increased loans to both new and existing customers. YNB also experienced growth of $4,147,000 or 5.8% in Real Estate construction loans and $12,910,000 or 11.7% in Real Estate residential mortgage loans. Home Equity loans, Consumer loans and Other loans all experienced modest decreases in the first quarter of 2000, with the aggregate decrease in such loans being $117,000. Strong competition for quality consumer loans is a key factor in the modest reduction in outstanding Consumer and Home Equity loans 12 Liabilities The following table provides information concerning YNB's deposit base at March 31, 2000 and December 31, 1999. Deposits - ------------------------------------------------------------------------------- (in thousands) 3/31/00 12/31/99 Change % Change - ------------------------------------------------------------------------------- Non-interest bearing demand Deposits $ 92,263 $ 90,219 $ 2,044 2.3% Interest bearing demand deposits 69,169 61,483 7,686 12.5 Money market deposits 75,281 57,143 18,138 31.7 Savings deposits 77,473 80,300 (2,287) 3.5 Certificates of deposit of $100,000 or over 89,066 72,528 16,538 22.8 Other time deposits 393,060 382,134 10,926 2.9 - ------------------------------------------------------------------------------- Total $ 796,312 $ 743,807 $ 52,505 7.1% =============================================================================== YNB's deposit base is the principal source of funds supporting interest-earning assets. Total deposits increased $52,505,000 or 7.1% to $796,312,000 at March 31, 2000 compared to $743,807,000 at December 31, 1999. In January 2000, YNB increased the rates on its Premier Money Market Accounts for both business and personal customers and launched an aggressive advertising and calling campaign to promote the higher rates. Management's goal is to fund asset growth with lower costing and more stable money market account balances instead of higher costing certificates of deposit. Certificates of deposit were also competitively priced in the first quarter of 2000 to fund new loan growth and improve liquidity. Certificates of deposits continued to be an important source of funding for YNB in the first quarter of 2000. Certificates of deposit of $100,000 or over increased $16,538,000 or 22.8% to $89,066,000 from $72,528,000 and accounted for 31.5% of the total deposit growth for the period. Other time deposits increased $10,926,000 or 2.9% to $393,060,000 from $382,134,000 at December 31, 1999. Growth in certificates of deposit accounted for 52.3% of the total increase in deposits in the first quarter of 2000. The strong growth recorded in other deposit types has resulted in certificates of deposit decreasing to 60.5% of total deposits at March 31, 2000 from 61.1% at year-end 1999. In March of 1998, YNB began to market its certificates of deposit through a nationwide computer based service. This service allows YNB to have access to a wider market to raise needed funding. At March 31, 2000, YNB had $121,617,000 in outstanding certificates of deposit raised through this service. This includes $20,987,000 raised in the first quarter of 2000. Management anticipates that this market will continue to play an important role in funding future asset growth. Noninterest bearing demand deposits increased $2,044,000 or 2.3% to $92,263,000 as of March 31, 2000 when compared to $90,219,000 at December 31, 1999. This increase is partially due to the normal fluctuations in demand deposit balances but also reflects management's ongoing efforts to capture the deposit relationships of both new and existing customers. Interest bearing demand deposits increased $7,686,000 or 12.5% to $69,169,000 at March 31, 2000 from $61,483,000 at year-end 1999. In addition, money market balances increased $18,138,000 or 31.7% to 75,281,000 at March 31, 2000 from $57,143,000 at December 31, 1999. This increase resulted from the higher rate, on a tiered basis, and aggressive marketing campaign of the Premier Money Market Account conducted by YNB. Savings deposits decreased $2,287,000 or 3.5% to $77,473,000 at March 31, 2000 from $80,300,000 at December 31, 1999. A key factor for this decline was the migration of accounts from lower yielding savings to higher yielding money market accounts. 13 While it is management's intention to fund earning asset growth with the lowest cost deposits, core deposit growth levels, excluding certificates of deposit, are not adequate to meet current or projected loan demand. YNB's ability to generate lower cost deposits is critical to achieving earnings targets. The continuing reliance on higher cost certificates of deposit to fund asset growth is a major factor in the continued pressure on YNB's net interest margin. YNB continues to seek lower cost funding sources. In January 2000, YNB introduced YNB Online, PC based home and business banking service. This service will allow customers to have greater access to their accounts and should help to make YNB's deposits products more competitive in the market place. Another source of low cost funds is the opening of new branches to serve a wider market area. In April 2000, YNB opened its first supermarket branch located in Ewing Township, New Jersey. Management believes that this branch should be a strong source of both core deposits and consumer loans. In addition, the preparations to open a branch in Burlington County, New Jersey which is located directly south of Mercer County, continue and management anticipates opening the branch in the third quarter of 2000. Management intends to seek and evaluate opportunities for additional branches. Management believes that expanding the branch network to tap new deposit markets is the best solution for generating lower cost funds to support asset growth. Borrowed Funds Borrowed funds totaled $341,827,000 at March 31, 2000, an increase of $43,138,000 or 14.4% when compared to $298,689,000 at December 31, 1999. The majority of the increase was in Federal Home Loan Bank advances (FHLB) used to fund the purchase of Investment Growth Strategy assets, replace callable repurchase agreements that have been called, and to provide funds to support earning asset growth. Approximately $247,942,000 or 72.5% of borrowed funds at March 31, 2000 are related to the Investment Growth Strategy. The majority of this funding consisted of callable FHLB advances. Management continues to closely monitor the mix of funding used to support the Investment Growth Strategy. In replacing funding as Investment Growth Strategy funding matures or is called, management evaluates several factors: the future outlook for interest rates, interest rate risk, the trade off between maximizing current income or preserving longer term earnings and other relevant factors. Management anticipates that funding costs associated with borrowed funds will increase as shorter term repurchase agreement mature and callable funding at below market rates are called. At March 31, 2000, $236,000,000 or 95.2% of the Investment Growth Strategy funding was in callable funding compared to $220,000,000 or 97.8% at December 31, 1999 Securities sold under agreements to repurchase totaled $26,942,000 at March 31, 2000 compared to $45,000,000 at December 31, 1999. $20,000,000 or 74.2% of the repurchase agreements outstanding at March 31, 2000 were callable compared to $40,000,000 or 88.9% at December 31, 1999. Callable repurchase agreements have terms of ten years and call dates of one year or longer. With the recent rise in interest rates, management anticipates that repurchase agreement costs will rise as shorter-term repurchase agreements mature and below market rate callable repurchase agreements are called and are replaced at higher market rates. 14 YNB had FHLB advances outstanding of $312,287,000 at March 31, 2000, an increase of $61,994,000 or 24.8% when compared to $250,293,000 at December 31, 1999. YNB continues to utilize callable FHLB advances to fund both Investment Growth Strategy purchases as well as other earning assets. In the first quarter of 2000, as funding was called or matured, management replaced this funding with callable funding having relatively shorter call periods. This has helped to reduce the impact of higher rates on borrowing costs. At March 31, 2000 callable advances totaled $283,500,000 or 90.8% of advances outstanding compared to $239,500,000 or 95.7% at December 31, 1999. Callable FHLB advances have terms of ten years and are callable after periods ranging from one to five years. There are $127,500,000 in callable advances with call dates in 2000 outstanding as of March 31, 2000. Management anticipates that, if rates continue to rise, some or all of these advances will be called and will have to be replaced with higher costing advances. Borrowed funds included $1,500,000 related to the ESOP. The ESOP purchased 155,340 shares of the common stock, no par value, of the Holding Company with a loan from a nonaffiliated financial institution. The financing is for a term of five years with an interest rate of 7.00% and a maturity date in 2004. The interest rate is fixed for the period of the loan, and the loan will be repaid in equal monthly installments over the term of the loan. The shares purchased by the ESOP were used as collateral for the loan. The Holding Company guarantees the repayment of the loan. YNB has the ability 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 requirements, collateral requirements and other restrictions. YNB also maintains unsecured federal funds lines with four commercial banks totaling $25,000,000 for daily funding needs. YNB's funding strategy is to rely on deposits to fund new loan growth whenever possible and to rely on borrowed funds as a secondary funding source for loans. 15 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, the Holding Company through the Trust, completed the sale of $11,500,000, of 9.25% Trust Preferred Securities to the public. For regulatory capital purposes the entire amount of the issue is treated as Tier 1 capital at the Holding Company level. Capital Stockholders' equity at March 31, 2000 totaled $58,717,000, a decrease of $108,000 or 0.2% compared to $58,825,000 at December 31, 1999. This net decrease resulted from the following factors: (i) YNB earned net income of $2,396,000 for the period and paid cash dividends of $675,000. (ii) The unrealized loss on available for sale securities was $8,232,000 at March 31, 2000 compared to an unrealized loss of $6,264,000 at December 31, 1999. This increase in the unrealized loss resulted in a $1,968,000 reduction in stockholders' equity. (iii) YNB received $39,000 in proceeds from exercised options. (iv) A reduction in commitment to ESOP of $100,000 to $1,500,000 at March 31, 2000 from $1,600,000 resulted in an increase of $100,000 in Stockholders' equity. While total Stockholders' equity declined $108,000, Tier one regulatory capital increased $1,859,000 or 2.4% and Total regulatory capital increased $2,372,000 or 2.8%. The following table sets forth regulatory capital ratios for the Holding Company and the Bank as of March 31, 2000 and December 31, 1999. Amount Ratios - -------------------------------------------------------------------------------- dollars in thousands 03/31/00 12/31/99 03/31/00 12/31/99 - -------------------------------------------------------------------------------- Risk-based capital: Tier 1: Holding Company $ 78,438 $ 76,579 9.8% 10.3% Bank 77,913 76,279 9.6 10.2 - -------------------------------------------------------------------------------- Total: Holding Company 87,916 85,544 10.9 11.5 Bank 87,390 85,244 10.8 11.4 - -------------------------------------------------------------------------------- Tier 1 leverage: Holding Company 78,438 76,579 6.7 7.9 Bank 77,913 76,279 6.6 7.8 - -------------------------------------------------------------------------------- 16 The minimum regulatory capital requirements for financial institutions require institutions to have a Tier 1 leverage ratio of 4.0%; a Tier 1 risk-based asset capital ratio of 4.0% and a total risked based capital ratio of 8.0%. To be considered "well capitalized" an institution must have a minimum Tier 1 capital and total risk-based capital ratio of 6.0% and 10.0%, respectively, and a minimum Tier 1 leverage ratio of 5.0%. At March 31, 2000, the ratios of the Holding Company and the Bank exceeded the ratios required to be considered well capitalized. It is management's goal to provide YNB with adequate capital to continue to support asset growth and maintain both the Bank and Holding Company as well capitalized institutions. Credit Quality The following table sets forth nonperforming assets and risk elements in YNB's loan portfolio by type as of March 31, 2000 and December 31, 1999. Nonperforming Assets - ---------------------------------------------------------------------------- (in thousands) 03/31/00 12/31/99 - ---------------------------------------------------------------------------- Nonaccrual loans: Commercial and industrial $1,446 $ 676 Real estate - mortgage 2,787 1,189 Real estate - construction 200 -- Consumer 11 12 Other 312 312 - --------------------------------------------------------------------------- Total 4,756 2,189 - --------------------------------------------------------------------------- Restructured loans 532 540 - --------------------------------------------------------------------------- Loans 90 days or more past due: Commercial and industrial 57 46 Real estate - mortgage 502 277 Consumer 1 26 - --------------------------------------------------------------------------- Total 560 349 - --------------------------------------------------------------------------- Total nonperforming loans 5,848 3,078 - --------------------------------------------------------------------------- Other real estate 2,451 2,585 - --------------------------------------------------------------------------- Total nonperforming assets $8,299 $5,663 =========================================================================== Allowance for loan losses to total loans, end of period 1.36% 1.39% Allowance for loan losses to nonperforming loans, end of period 162.07% 291.26% ============================================================================ At March 31, 2000, nonperforming loans, which are loans 90 days and more past due, restructured loans and nonaccrual loans, totaled $5,848,000, a $2,770,000 or 90.0% increase from the $3,078,000 at December 31, 1999. The increase in nonperforming loans was primarily due to a $1,598,000 increase in nonaccrual Real Estate loans and a $770,000 increase in nonaccrual commerical and industrial loans since year-end 1999. One loan relationship totaling $1,711,000 accounted for 61.8% of the total increase in nonperforming loans. 17 Other real estate (O.R.E.) at March 31, 2000 totaled $2,451,000, a $134,000 or 5.2% decrease when compared to $2,585,000 at December 31, 1999. Management uses an active strategy to liquidate these assets and re-deploy the proceeds into earning assets. Nonperforming assets at March 31, 2000 totaled $8,299,000 a $2,636,000 or 46.5% increase from the $5,663,000 level at December 31, 1999. Total nonperforming assets as a percentage of total assets were 0.68% at March 31, 2000 compared to 0.50% at December 31, 1999. The increase in nonperforming assets resulted from the higher nonperforming loans partially offset by a reduction in Other real estate. Allowance for Loan Losses The allowance for loan losses totaled $9,478,000 at March 31, 2000, an increase of $513,000 from the $8,965,000 at year-end 1999. The provision for loan losses for the first three months of 2000 was $800,000 compared to $650,000 for the same period of 1999. Gross chargeoffs were $350,000 for the first quarter of 2000 compared to $271,000 for the same period in 1999. Gross recoveries were $63,000 for the first quarter of 2000 compared to $25,000 for the same period in 1999. Annualized net chargeoffs as a percentage of average loans were 0.17% for both the first quarter of 2000 and for the year ended December 31, 1999. Management maintains the allowance for loan losses at a level determined in accordance with management's documented allowance adequacy methodology. It is management's assessment, based on management's estimates, that the allowance is adequate in relation to the credit risk exposure levels. 18 Results of Operations Net Income YNB reported net income of $2,396,000 for the three months ended March 31, 2000, an increase of $842,000 or 54.2% over the same period in 1999. The increase in net income for the first quarter of 2000, compared to the same period in 1999, is primarily attributable to higher net interest income, offset by increased non-interest expense and to a lesser extent a higher provision for loan losses. Basic and diluted earnings per share for the three months ended March 31, 2000 increased $0.05 or 16.1% to $0.36 from $0.31 for the same period in 1999. Net Interest Income YNB's net interest income for the first quarter of 2000 was $8,745,000, an increase of $2,328,000 or 36.3% from the same period in 1999. The principal factor contributing to this increase was an increase in interest income of $7,004,000 resulting from increased loan and securities balances and higher yields offset by an increase of $4,676,000 in interest expense. This increase in interest expense was primarily due to both higher average balances of time deposits and borrowed funds and higher interest rates on all deposit types and borrowed funds. The net interest margin (tax equivalent basis) which is net interest income divided by average interest earning assets, for the first quarter of 2000, was 3.21% a 14 basis point or 4.2% decline compared to 3.35% for the same period in 1999. The principal factors causing the narrowing of the net interest margin were the more rapid increase in the cost of interest bearing liabilities as compared to the yield on interest earning assets. Total interest bearing liability costs increased 47 basis points as compared to a 29 basis point increase in the yield on interest earning assets. The net interest margin for the 2000 and 1999 comparative periods was also negatively impacted by the Investment Growth Strategy. The securities in the Investment Growth Strategy at March 31, 2000, was approximately $248,705,000 compared to $191,800,000 at March 31, 1999. The targeted spread on this strategy is 75 basis points after tax. Because of the targeted spread on this strategy, there will be a negative impact to the net interest margin and return on average assets Conversely, this strategy is designed to increase both return on average equity and earnings per share, the primary goals of the strategy. The goals of this strategy continue to be achieved. Interest Income For the first quarter of 2000 total interest income was $21,602,000, an increase of $7,004,000 or 48.0% when compared to interest income of $14,598,000 for the same period in 1999. This increase is due to higher average balances in both loans and securities and higher yields on both earning asset types. Average loans increased $142,341,000 or 27.4% and the yield increased 43 basis points to 8.68% from 8.25%. The increased loan yields reflected the higher prime rate of interest as well as higher overall interest rates in the first quarter of 2000 compared to the same period in 1999. Interest and fees on loans for the three months ended March 31, 2000 increased $3,643,000 or 34.0% to $14,354,000 from $10,711,000 for the same period in 1999. Average securities outstanding for the three months ended March 31, 2000 increased $190,162,000 or 76.8% to $437,795,000 when compared to the $247,633,000 for the same period of 1999. Over the same period, the yield on the securities portfolio increased 42 basis points to 6.41% from 5.99%. These factors resulted in interest on securities increasing $3,312,000 or 89.3% to $7,020,000 for the three months ended March 31, 2000 compared to $3,708,000 for the same period in 1999. Overall, the yield on YNB's interest earning asset portfolio increased 29 basis points to 7.75% for the three months ended March 31, 2000 from the 7.46% for the same period in 1999. 19 Interest Expense Total interest expense increased $4,676,000 or 57.2% to $12,857,000 for the first three months of 2000 compared to $8,181,000 for the same period in 1999. The increase in interest expense for the comparable time periods resulted from a larger deposit base, led by higher costing time deposits, and an increase in borrowed funds. In addition to the higher balances, the rates paid on both deposits and borrowed funds increased due to the higher rates experienced in 2000 when compared to 1999. The average rate paid on interest bearing liabilities for the three months ended March 31, 2000 increased 47 basis points to 5.13% from 4.66% for the same period of 1999. Interest on other time deposits under $100,000 increased $1,661,000 to $5,462,000 for the three months ended March 31, 2000 from $3,801,000 for the same period in 1999. This increase was caused by both an increase of $110,486,000 in the average outstanding balance to $388,337,000 for the three months ended March 31, 2000, when compared to the outstanding average balance of $277,851,000 for the three months ended March 31, 1999 and an increase of 16 basis points in the cost of other certificates of deposit under $100,000 to 5.63% from 5.47% for the same periods as listed above. Interest expense on certificates of deposit under $100,000 accounted for 42.5% of total interest expense for the three months ended March 31, 2000 and 35.5% of the total increase in interest expense for that period. During the first three months of 2000, YNB offered attractive rates on CDs locally and nationwide to fund loan growth and improve the liquidity profile of YNB. Interest on certificates of deposit of $100,000 or more increased $720,000 or 146.6% to $1,211,000 for the three months ended March 31, 2000 from $491,000 for the same period in 1999. The increase was caused by an increase in the average outstanding balance of $45,265,000 to $83,281,000 for the three months ended March 31, 2000 when compared to the outstanding average balance of $38,016,000 for the three months ended March 31, 1999. The cost of certificates of deposit of $100,000 or more increased 65 basis points to 5.82% for the first three months of 2000 from 5.17% for the same period in 1999. YNB has increased its reliance on this deposit type with increases in both in market and from the nationwide market through a software program. YNB anticipates that certificates of deposit of $100,000 or more will continue to play an important part in funding future earning asset growth. 20 Interest expense on borrowed funds increased $1,802,000 or 71.3% to $4,330,000 for the first three months of 2000 when compared to $2,528,000 for the same period in 1999. The increased expense was caused by a $112,929,000 increase in the average balance outstanding in the first quarter of 2000 to $312,357,000 when compared to the $199,428,000 for the same period in 1999. The rate paid on borrowed funds increased 47 basis points for the three months ended March 31, 2000 to 5.54% from the 5.07% for the same period last year. The primary cause for the increase in interest expense on borrowed funds is higher rates and the higher level of borrowings used to fund the Investment Growth Strategy. The higher interest rate environment in 2000 has resulted in increased costs as existing below market callable FHLB advances and repurchase agreements are called and have been replaced at current market level rates. Management anticipates that if interest rates continue to rise the cost of borrowed funds will also increase. Interest expense on savings, money markets and interest bearing demand accounts increased $493,000 or 45.0% to $1,588,000 for the first quarter of 2000 when compared to the $1,095,000 for the same period in 1999. Early in January 2000, YNB redesigned its Premier Money Market Account for both personal and business customers. The most significant change was an increase on a tiered basis in the rate paid to be more competitive in the market place. This had the immediate impact of increasing the cost of existing money market balances and was a key factor in the increased cost on these deposit types. Management believes that money market accounts are less expensive than certificate of deposits and present more opportunities to cross sell other bank products and services. YNB has already experienced substantial growth in Premier Money Market balances due to the higher rate and aggressive marketing campaign conducted to promote the product. The cost of savings, money markets and interest bearing demand deposits increased 56 basis points to 3.06% for the first quarter of 2000 when compared to 2.50% for the same period in 1999. At the same time, the average balance of these deposit types increased $32,609,000 or 18.6% to $207,763,000 for the first quarter of 2000 from $175,154,000 for the same period in 1999. While YNB seeks to fund asset growth with lower cost savings, money market, interest bearing checking and non-interest bearing demand deposits, this is not always possible, as asset growth rates continue to exceed the growth rate in these deposit types. To attract lower cost deposits to fund asset growth management has launched several new products including YNB Online, the new Premier Money Market account and a new free checking product. Management anticipates that over time these new products along with additional branches in new markets should result in lower cost core deposits providing a higher percentage of the new funding than has been experienced recently. This improvement in the deposit mix will help to control interest expense going forward. However, the ability of YNB to lower the cost of interest bearing liabilities is dependent on market conditions. If interest rates should continue to rise, YNB's interest expense will also increase. Provision for Loan Losses YNB provides for possible loan losses by a charge to current operations. The provision for loan losses for the three months ended March 31, 2000 was $800,000, a 23.1% increase over the $650,000 provision recorded for the same period of 1999. The increase in the provision was primarily due to the strong loan growth. Management believes that the reserve for loan losses is adequate in relation to the credit risk exposure levels. 21 Non-interest Income Total non-interest income for the first three months of 2000 was $733,000, an increase of $5,000 or 0.7% over non-interest income of $728,000 for the same period in 1999. The increase was due to increased service charges on deposit accounts and growth in other non-interest income, offset by net losses on sales of securities and mortgages. Other non-interest income increased $32,000 or 8.2% for the first three months of 2000 compared to the same period in 1999. The increase was principally due to increased Visa debit card fees and ATM service charges. These two fee types increased approximately $33,000 to $111,000 in the first quarter of 2000 from $78,000 for the same period in 1999. The single largest component of other non-interest income was income derived from bank owned life insurance assets, which totaled $193,000 for the first quarter of 2000 as compared to $188,000 for the same period in 1999. This income represented 45.7% and 48.2% of total other non-interest income for the first quarter of 2000 and 1999 respectively. The income earned on these assets is used to offset expenses on deferred compensation programs. Non-interest income represents only 3.3% of YNB's total revenue in the first quarter of 2000 compared to 4.8% for the same period in 1999. Management views this area as an opportunity to increase overall revenue. Management continues to closely evaluate both traditional and non-traditional sources of new non-interest income as part of a longer-term strategy to increase earnings. Non-interest Expense Total non-interest expense increased $977,000 or 22.5% to $5,332,000 for the first three months of 2000 compared to $4,345,000 for the same period in 1999. The increase in non-interest expense was due to increases in salaries and employee benefits, occupancy, equipment, and other non-interest expense. Total non-interest expenses, on an annualized basis, as a percentage of average assets were 1.8% for the first three months of 2000 compared to 2.1% for the same period of 1999. The improvement in this ratio is due to the strong asset growth experienced by YNB. YNB's efficiency ratio for the first three months of 2000 was 56.2%, a decrease from the 60.8% for the same period in 1999. The efficiency ratio is computed 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. Salary and employee benefits increased $517,000 or 22.6% to $2,808,000 for the first three months of 2000 compared to $2,291,000 for the same period in 1999. Salary and benefits expense accounted for 52.8% of total non-interest expenses for the first three months of 2000. Salary expense increased $438,000 or 25.0% reflecting increased staffing levels throughout YNB as the organization continues to grow and normal salary increases. Benefit expense increased $79,000 or 14.7%. The increase in salary and benefit expense in the first quarter of 2000 accounted for 52.9% of the total increase in non-interest expense when the first quarter of 2000 is compared to the same period in 1999. 22 Occupancy expense for the first three months of 2000 was $622,000, an increase of $309,000 or 98.7% compared to $313,000 for the same period in 1999. Total rent expense on leased properties increased $156,000 and accounted for 50.5% of the total increase for the period. The primary cause for the increase in rent expense, as well as the total increase in occupancy expense, were the expenses associated with YNB's corporate headquarters building. YNB first occupied the building in October of 1999. Equipment expense increased $106,000 or 29.3% to $468,000 for the first three months of 2000 from $362,000 for the same period in 1999. The equipment costs increase reflects the continuing efforts of YNB to maintain and upgrade technology in order to provide the highest quality products and service and increase productivity. Equipment costs included depreciation on equipment, which totaled $281,000 for the first three months of 2000 reflecting an increase of $68,000 or 31.9% from the $213,000 for the same period in 1999. The increase in depreciation accounted for 62.3% of the total increase in equipment expense. A significant portion of the increased equipment expense related to the equipment costs associated with YNB's new corporate headquarters. Other non-interest expenses increased $45,000 or 3.3% to $1,424,000 for the first three months of 2000 when compared to the $1,379,000 for the same period in 1999. While most expense categories that are included in other non-interest expenses increased the total increase was reduced by a $146,000 decline in expenses related to other real estate owned to $110,000 in the first quarter of 2000 compared to $256,000 for the same period in 1999. Management closely monitors non-interest expenses and seeks to control the growth of these expenses. However, as YNB continues to grow, the costs associated with properly managing the organization will also continue to increase. Income Tax Expense The effective income tax rate for the three months ended March 31, 2000 was 28.6% compared to 27.7% for the same period in 1999. The modest increase in the tax rate resulted from the growth in tax-free income not keeping pace with the growth in overall income. Total income tax expense for the three months ended March 31, 2000 was $960,000, an increase of $364,000 from the $596,000 for the same period in 1999. The increase in tax expense resulted from higher taxable income and a higher effective tax rate. 23 Item 3: Quantitative and Qualitative Disclosure about Market Risk There have been no material changes in YNB's market risk from December 31, 1999 except as discussed below. For information regarding YNB's market risk refer to the Company's 1999 Annual Report to stockholders. Changes in Earnings Risk Net interest income over the next twelve-month period indicates a modest increase in risk to lower rates (-200 basis points) at March 31, 2000 than reported at December 31, 1999. Comparing the simulation results of this low rate scenario to the flat rate interest rate scenario indicates a -2.6% change in net interest income compared to -2.5% at year end 1999. At the same time, YNB's exposure to higher rates (+200 basis points) decreased modestly to a 1.5% change in net interest income compared to a 1.4% change at year-end 1999. The cumulative one-year gap remained a negative $103,821,000 or -8.5% of total assets at March 31, 2000 compared to a negative $152,280,000 or 13.6% of assets at year-end 1999. The dollar change in the gap was $48,459,000. Changes in Market risk Management measures longer-term market risk through the Economic Value of Portfolio Equity ("EVPE"). The present value of asset and liability cash flows are subjected to rate shocks of plus or 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 March 31, 2000, the EVPE changes by -3.50% for rate shifts of +200 and -0.94% for rate shifts of -200 basis points. The non-symmetry of the results is indicative of the callable funding utilized to fund earning asset growth. This compares to changes of -3.67% and -0.01% respectively at December 31, 1999 and - -3.82% and --2.06% at March 31, 1999. The primary causes for this decrease in risk to rising rates since year-end 1999 are discussed below: Asset duration decreased to 2.27 years at March 31, 2000 from 2.39 years at December 31, 1999. The primary cause for this decrease in duration was a reduction in the duration of the investment portfolio to 3.62 years at March 31, 2000 from 3.79 years at December 31, 1999. Liability duration also decreased to 1.26 years at March 31, 2000 from 1.37 years at December 31, 1999. This decline was caused by the shortening of the duration of both total deposits and borrowed funds since the end of 1999. Management is initiating strategies in 2000 to bring this measurement back within policy guidelines. 24 PART II: OTHER INFORMATION Item 1: Legal Proceedings Not Applicable. Item 2: Changes in Securities and Use of Proceeds Not Applicable. Item 3: Defaults Upon Senior Securities Not Applicable. Item 4: Submission of Matters to a Vote of Securities Holders The annual stockholders meeting of Yardville National Bancorp was held Tuesday, May 2, 2000. The following nominees were elected as directors: Votes for Votes withheld Lorraine Buklad 5,403,237 445,049 Sidney L. Hofing 5,407,542 440,744 James J. Kelley 5,407,232 441,054 Louis R. Mattlack 5,403,419 444,867 The following directors' terms continued beyond the annual stockholders' meeting: C. West Ayres Elbert G. Basolis, Jr. Jay. G. Destibats, Chairman of the Board Anthony M. Giampetro Gilbert W. Lugossy Weldon J. McDaniel, Jr. Patrick M. Ryan F. Kevin Tylus The only other matter voted upon at the meeting was an amendment to the Yardville National Bancorp 1997 stock option plan to increase the number of shares of stock subject to the plan by 660,000. The number of votes cast for, cast against and withheld were as follows: For 3,255,003 Against 731,053 Abstain 57,799 Item 5: Other Information Not Applicable 25 Item 6: Exhibits and Reports on Form 8-K (a) Exhibits (b) Reports on Form 8-K. There were no Form 8-K reports filed during the quarter for which this report is filed.
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 (M) 10.4 Employment Contract between Registrant and James F. Doran (M) 10.5 Employment Contract between Registrant and Richard A. Kauffman (M) 10.6 Employment Contract between Registrant and Mary C. O'Donnell (M) 10.7 Employment Contract between Registrant and Frank Durand III (D) 10.8 Salary Continuation Plan for the Benefit of Patrick M. Ryan
INDEX TO EXHIBITS Exhibit Number Description Page - ---------- ------------- ---------------------------------------------------------------------------------- -------- (D) 10.9 Salary Continuation Plan for the Benefit of Jay G. Destribats (E) 10.10 1988 Stock Option Plan (M) 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 Gardeners 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 10.18 1997 Stock Option Plan, as amended effective May 2, 2000. (M) 10.19 Employment Contract between Registrant and Howard N. Hall (M) 10.20 Employment Contract between Registrant and Sarah J. Strout (M) 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.
INDEX TO EXHIBITS 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 10.31 List of Subsidiaries of the Registrant (M) 10.32 Employment Contract between Registrant and Kathleen A. Fone 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 (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. (M) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. YARDVILLE NATIONAL BANCORP ---------------------------------- (Registrant) Date: May 15, 2000 By: /s/ Stephen F. Carman ------------------------ --------------------------- Stephen F. Carman Executive Vice President and Chief Financial Officer EX-10.18 2 EXHIBIT 10.18 EXHIBIT 10.18 YARDVILLE NATIONAL BANCORP 1997 STOCK OPTION PLAN (as Amended Effective May 2, 2000) (1) Purpose of Plan The 1997 Stock Option Plan (the "Plan") is designed to assist Yardville National Bancorp (the "Company") in attracting and retaining highly qualified persons as employees of the Company and its Subsidiaries and to provide such key employees with incentives to contribute to the growth and development of the business of the Company. This Plan provides for the granting of both incentive stock options under Section 422 of the Code and non-qualified stock options. (2) Definitions Unless the context otherwise indicates, the following terms have the following meanings: "Board" -- means the Board of Directors of the Company as constituted from time to time. "Business Day" -- means a day (other than a Saturday or Sunday) on which the principal office of the Company is open for the conduct of normal business. "Change of Control" -- means the acquisition by any person or group acting in concert of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of forty percent (40%) or more of any class of equity security of the Company. "Code" -- means the Internal Revenue Code of 1986, as the same may from time to time be amended. "Committee" -- means the Committee referred to in Section 4 hereof. "Common Stock" -- means the Common Stock, no par value, of the Company. "Designated Beneficiary" -- means the person designated by an optionee to be entitled on his death to any remaining rights arising out of an option, such designation to be made in accordance with such regulations as the Committee may implement from time to time. "Director" -- means a member of the Board, who is not currently an officer of the Company or Subsidiary of the Company, or otherwise currently employed by the Company or Subsidiary of the Company; who does not receive compensation either directly or indirectly from the Company or Subsidiary of the Company, for services rendered as a consultant or in any other capacity other than as a Director; and otherwise qualifies as a "Non-Employee director" under Rule 16b-3 under the Exchange Act. "Employee" -- means any employee (including any officer) of the Company or any Subsidiary of the Company. "Exchange Act" -- means the Securities and Exchange Act of 1934, as it may be amended from time to time, or any successor act or statute. "Fair Market Value" -- means the fair market value of Common Stock as determined by the Committee in accordance with Section 6(b) hereof. "Incentive Stock Options" -- means stock options which constitute incentive stock options within the meaning of Section 422, or any successor section, of the Code having the provisions specified in the Plan for such incentive stock options. "Non-Qualified Stock Options" -- means stock options to purchase shares of Common Stock granted to a participant under the Plan which are not intended to be Incentive Stock Options. "Parent" -- means "Parent Corporation" as defined in Section 424(e), or any successor section, of the Code. A-1 "Stock Option Agreement" -- means a stock option agreement entered into between the Company and an employee pursuant to the Plan period. "Subsidiary" -- means "Subsidiary Corporation" as defined in Section 424(f), or any successor section, of the Code. "Ten Percent Shareholder" -- shall mean any person who, immediately after any option is granted to such person, owns within the meaning of Section 422 (b) (6), (or any successor section of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, its Parent, if any, or its Subsidiaries. (3) Stock Subject to Plan The shares to be issued upon exercise of the options granted under the Plan shall be Common Stock. The maximum number of shares of Common Stock for which options may be granted under the Plan shall be 1,070,000 shares (subject to adjustment as provided in section 9 hereof). The Common Stock to be issued upon exercise of the options may be authorized but unissued shares or treasury shares, as determined from time to time by the Committee. If any option granted under the Plan shall expire or terminate for any reason whatsoever without having been exercised in full, the unpurchased shares of Common Stock previously subject to such option shall become available for new options. (4) Administration (a) The Plan shall be administered by a Stock Option Committee (the "Committee") of not less than two Directors. The Board shall annually appoint the members of the Stock Option Committee at the annual reorganization meeting of the Board. (b) The Board shall fill all vacancies on the Committee and may remove any member of the Committee at any time with or without cause. The Committee shall select its own chairman and shall adopt, alter or repeal such rules and procedures as it may deem proper and shall hold its meetings at such times and places as it may determine. The Committee shall keep minutes of its proceedings. Action by a majority of the Committee members present at any meeting at which a quorum is present, or action approved in writing by all members of the Committee without a meeting, shall constitute the acts of the Committee. (c) Subject to the provisions of the Plan, the Committee shall have the full and final authority to (i) determine the Employees to whom, and the times at which, options shall be granted and the number of shares subject to each option; (ii) prescribe, amend and determine the provisions of options granted under the Plan (which need not be identical) and, with the consent of the holder thereof, amend or modify any option; (iii) determine the provisions of options granted under the Plan (which need not be identical) and with the consent of the holder thereof, amend or modify any option; (iv) interpret the Plan and the respective options; and (v) make all other determinations necessary or advisable for administering the Plan. All determinations and interpretations by the Committee shall be binding upon all parties. No member of the Committee or the Board shall be liable for any action or determination made in good faith in respect of the Plan or any option granted under it. (d) The provisions of this Section 4 shall survive any termination of the Plan. (5) Eligibility for Award of Options (a) Options may be granted only to Employees. Any reference in the Plan to "employment by the Company" shall also be deemed to include employment by any Subsidiary of the Company. Determination by the Committee or the Board, as to who are eligible Employees shall be conclusive. (b) A person who is a director of the Company or any Subsidiary shall not be considered an employee for the purpose of the Plan solely because he or she is a director. However, a person who is an employee shall not be disqualified by virtue of being a director of the Company or any Subsidiary. (c) More than one option may be granted to any eligible employee. (6) Option Price (a) The purchase price of the Common Stock under each option shall be determined by the Committee. The purchase price shall be at least 100 percent (100%) of the Fair Market Value on the date of the grant of the option. The purchase price under an Incentive Stock Option granted to an employee who is a Ten Percent Stockholder shall be at least 110% of the Fair Market Value on the date of the grant of the Incentive Stock Option. A-2 (b) "Fair Market Value", as of the time of any determination by the Committee, shall mean the closing price of a share of Common Stock on the immediately preceding business day as reported by the National Association of Securities Dealers, Inc. through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or a similar organization if NASDAQ is no longer reporting such information. (7) Federal Income Tax Consequences Under the Plan The aggregate Fair Market Value of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during the calendar year (under the Plan or any other plan of the Company, its Parent, if any and its Subsidiaries) shall not exceed the sum of $100,000. Such aggregate Fair Market Value shall be determined as of the date such Options is granted. Incentive Stock Options For Incentive Stock Options, the optionee will not realize any taxable income upon receipt of shares upon the exercise of the option. However, the excess of the Fair Market Value of the stock on the date of exercise over the exercise price is an item of adjustment to be taken into account in determining whether the "alternative minimum tax" will apply for the year of exercise. If the shares acquired upon exercise are held at least two years from the date of grant and one year from the date of exercise, any gain or loss upon the sale of such shares, if held as capital assets, will be long-term capital gain or loss (measured by the difference between the sales price of the stock and the exercise price). If the two year and one year holding periods are not met (a "disqualifying disposition"), an optionee will realize ordinary income in the year of disposition in an amount equal to the lesser of (i) the Fair Market Value of the stock on the date of exercise minus the exercise price or (ii) the amount realized on disposition minus the exercise price. The remainder of the gain will be treated as long-term or short-term gain depending upon whether the stock has been held for more than twelve months. If an optionee makes a disqualifying disposition, the Company will be entitled to a tax deduction equal to the amount of ordinary income recognized by the optionee. In general, if an optionee in exercising an Incentive Stock Option tenders shares of Common Stock in partial or full payment of the option price, no gain or loss will be recognized on the tender. However, if the tendered shares were previously acquired upon the exercise of another Incentive Stock Option and the tender is within two years from the date of grant or one year after the date of exercise of the other Incentive Stock Options, the tender will be a disqualifying disposition of the shares acquired upon exercise of the other Incentive Stock Option. As noted above, the exercise of an Incentive Stock Option could subject the optionee to the alternative minimum tax. The application of the alternative minimum tax to any particular optionee depends upon the particular facts and circumstances which exist with respect to the optionee in the year of exercise. However, as a general rule, the amount by which the Fair Market Value of the Common Stock on the date of exercise of an option exceeds the exercise price of the option will constitute an item of adjustment for purposes of the alternative minimum tax. As such, this item will enter into the tax base on which the alternative minimum tax is computed, and may therefore cause the alternative minimum tax to become applicable in a given year. (alternative minimum tax, if applicable, would be incurred equal to 26% of the excess alternative minimum taxable income up to $175,000 and 28% for any amount in excess of $175,000). Non-Qualified Stock Options Non-Qualified Stock Options granted under the 1997 Plan do not qualify as Incentive Stock Options and will not qualify for any special tax benefits to the optionee. An optionee generally will not recognize any taxable income at the time he or she is granted an Non-Qualified Stock Option. However, upon its exercise, the optionee will recognize ordinary income for Federal tax purposes measured by the excess of the then Fair Market Value of the shares over the exercise price. The income realized by the optionee will be subject to income and other employee withholding taxes. Generally upon exercise of a Non-Qualified Stock Option, the Company will be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income that an optionee is required to recognize as a result of the exercise. The optionee's basis for determination of gain or loss upon the subsequent disposition of shares acquired upon the exercise of a Non-Qualified Stock Option will be the amount paid for such shares plus any ordinary A-3 income recognized as a result of the exercise of such option. Upon disposition of any shares acquired upon the exercise of a Non-Qualified Stock Option, the difference between the sale price and the optionee's basis in the shares will be treated as a capital gain or loss and generally will be characterized as a long-term capital gain or loss if the shares have been held for more than one year at their disposition. Tax Rates Under current law, the maximum marginal Federal income tax rate on ordinary income is 39.6%. The maximum Federal income tax imposed on adjusted net capital gains, however, is 20%. Net capital gains means the excess of net long-term capital gains over net short-term capital loss. Net short-term capital gains may be taxed at rates for ordinary income. Capital losses may be offset only against capital gains and may be deducted against ordinary income only to the extent of three thousand dollars ($3,000) per year. The foregoing Federal income tax information is a summary only, and does not purport to be a complete statement of the relevant provisions of the Code. Because of the complexity of the Federal income tax laws and the application of various state income tax laws, optionees are advised to consult their personal tax advisors before exercising an option or disposing of any stock received pursuant to the exercise of an option. (8) Terms and Exercise of Options (a) Maximum 10 Year Termination Date. Each option shall expire no later than ten years after the date on which it shall have been granted, but the Committee in its discretion may prescribe a shorter period for any individual option or options. Any Incentive Stock Option granted to a person who is a Ten Percent Stockholder shall terminate no later than 5 years after the date on which the Incentive Stock Option was granted. The date of termination pursuant to this paragraph is referred to hereinafter as the "termination date of the option." (b) Vesting. (i) Options shall be exercisable at such times and in such installments, if any, as the Committee may determine. In the event any option is exercisable in installments, any shares which may be purchased during any year or other period which are not purchased during such year or other period may be purchased at any time or from time to time during any subsequent year or period during the term of the option unless otherwise provided in the Stock Option Agreement. (ii) While the Committee may set any vesting schedule which it wishes, it is the expectation of the Board in adopting this Plan that the options vest during a period of up to five years after the date of grant. For example, the Committee may provide that only 25% of the shares granted under the option may be purchased during the first year after the date of grant, an additional 25% of the shares may be purchased commencing two years after the date of grant and 100% of the stock may be purchased only 4 years after the date of the grant. (iii) In connection with any proposed sale or conveyance of all or substantially all of the assets of the Company or of any proposed consolidation or merger of the Company or of any proposed Change Control of the Company, the Board in its discretion may accelerate the vesting schedule of any or all options. In the event the Board does determine to accelerate the vesting schedule, it shall notify each holder of an option whose vesting schedule has been accelerated. (c) Means of Exercise of Option. An option shall be exercised by written notice to the Secretary or Treasurer of the Company at its principal office. The notice shall specify the number of shares as to which the option is being exercised and shall be accompanied by payment in full of the purchase price for such shares. An optionee at his discretion may, in lieu of cash payment, deliver Common Stock already owned, with a Fair Market Value (on the date of exercise) equal to the purchase price for the shares being acquired pursuant to exercise of the option, as payment for the exercise of any option. In the event an option is being exercised in whole or in part, by any person other than the optionee, a notice of election shall be accompanied by proof satisfactory to the Company of the rights of such person to exercise said option. An optionee shall not, by virtue of granting of an option, be entitled to any rights of a shareholder in the Company and he shall not be A-4 considered a record holder of shares purchased by him until the date on which he shall actually be recorded as the holder of such shares upon the stock records of the Company. The Company shall not be required to issue any fractional shares upon exercise of any option and shall not be required to pay to the person exercising the option the cash equivalent of any fractional share interest unless so determined by the Committee. (d) Options are Non-Transferable. No stock option may be transferred by the optionee (except in connection with death or disability as provided in Section 8 (j). (e) Options Lapse 3 Months After Termination of Employment. In the event of the termination of an optionee's employment by the Company or its Subsidiaries at any time for any reason (excluding disability or death), his option and all rights thereunder shall be exercisable by the optionee at any time within three (3) months thereafter but only to the extent exercisable by him on the date of termination of his employment and in no event later than the termination date of his option. (f) Options Exercisable 12 Months After Termination in the Event of Disability. In the event an employee is permanently and totally disabled (within the meaning of Section 422 (c) (6), or any successor section, of the Code), his option and all rights thereunder shall be exercisable by the optionee at any time within twelve (12) months of his termination of employment, but in no event later than the termination date of the option. (g) Options Exercisable 12 Months After Date of Death. If an optionee shall die while in the employ of the Company or any of its Subsidiaries, his option may be exercised within twelve (12) months after the date of his death, but only to the extent exercisable by the optionee at his death and the option may not be exercised later than the termination date of the option. (h) No Right to Continued Employment. Nothing in the Plan or in any option granted pursuant hereto shall confer on any individual any right to continue in the employ of the Company or any of its Subsidiaries or prevent or interfere in any way with the right of the Company or its Subsidiaries to terminate his employment at any time, with or without cause. (i) Options Must Be Evidenced by Writing. Each option granted pursuant to the Plan shall be evidenced by a written Stock Option Agreement, duly executed by the Company and the optionee, in such form and containing such provisions as the Committee may from time to time authorize or approve. (j) In the event of an Employee's death or disability (within the meaning of Section 422(c)(6), or any successor section, of the Code), such Employee's Designated Beneficiaries, legal representative or executor shall have the right to exercise such Employee's options to the same extent as such Employee would have under Sections 8(e), (f) or (g), as applicable, as of the date on which such Employee's employment by the Company or any Subsidiary terminated. (9) Adjustments The Stock Option Agreement shall contain appropriate provisions for the adjustment of the kind and number of shares subject to each outstanding option and the purchase price under each option in the event of any changes in the outstanding Common Stock of the Company by reason of stock dividends, stock splits, recapitalization, reorganizations, mergers, consolidations, combinations or exchanges of shares, and the like. In the event of any such change or changes in the outstanding Common Stock, and as often as the same shall occur, the kind and aggregate number of shares available under the Plan shall be appropriately adjusted by the Committee or Board, whose determination shall be binding and conclusive. (10) Amendment and Termination (a) Unless the Plan shall have been sooner terminated as provided herein, no incentive stock option shall be granted hereunder after April 24, 2007. The Board may at any time suspend or terminate the Plan as it may deem advisable, except that it may not without further shareholder approval (i) increase the maximum number of shares subject to the Plan (except for changes pursuant to Section 9), (ii) extend the period during which options may be granted or exercised or (iii) make any other change unless the Board determines that the change would not materially increase the cost of the Plan to the Company. Except as otherwise hereinafter provided, no A-5 alteration, suspension or termination of the Plan may, without the consent of the Employee to whom any option shall have theretofore been granted (or the person or persons entitled to exercise such option under Section 8 (f) or (g) of the Plan), terminate his option or adversely affect his rights thereunder. (b) Anything herein to the contrary notwithstanding, in the event that the Board shall at any time declare it advisable to do so in connection with any proposed sale or conveyance of all or substantially all of the assets of the Company or of any proposed consolidation or merger of the Company, the Company may give written notice to the holder of any option that his option may be exercised only within thirty (30) days after the date of such notice but not thereafter, and all rights under said option which shall not have been so exercised shall terminate at the expiration of such thirty (30) days, provided that the proposed sale, conveyance, consolidation or merger to which such notice shall relate shall be consummated within six (6) months after the date of such notice. In the event such notice shall have been given, any such option may be exercised either in whole or in part notwithstanding the vesting period required under the terms of the option for the exercise thereof. If such proposed sale, conveyance, consolidation or merger shall not be consummated within said time period, no unexercised rights under any option shall be affected by such notice except that such option may not be exercised between the date of expiration of such thirty (30) days and the date of the expiration of such six (6) months. (11) Indemnification Any member of the Committee or the Board who is made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he is or was a member of the Committee or the Board insofar as relates to the Plan shall be indemnified by the Company, and the Company may advance his related expenses, to the full extent permitted by law and/or the By-Laws of the Company. (12) Effective Date of the Plan The Plan shall become effective on, and options may be granted thereunder after April 24, 1997, provided, however, that if the Plan shall not be approved by the holders of a majority of the outstanding voting stock of the Company within twelve months of said date, the Plan and all options granted thereunder shall be and become null and void, and provided, further, that no options granted by the Committee may be exercised prior to the approval of the Plan by shareholders. (13) Expenses The Company shall pay all fees and expenses incurred in connection with the establishment and administration of the Plan. (14) Government Regulations, Registration, and Listing of Stock (a) The Plan, and the grant and exercise of options thereunder, and the Company's obligation to sell and deliver stock under such options, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. (b) Unless a registration statement under the Securities Act of 1933 and the applicable rules and regulations thereunder (collectively the "Act") is then in effect with respect to shares issued upon exercise of any option (which registration shall not be required), the Company shall require that the offer and sale of such shares be exempt from the registration provisions of said Act. In furtherance of such exemption, the Company may require, as a condition precedent to the exercise of any option, that the person exercising the option give to the Company a written representation and undertaking, satisfactory form and substance to the Company, that he is acquiring the shares for his own resale thereof and otherwise establish to the Company's satisfaction that the offer or sale of the shares issuable upon exercise of the option will not constitute or result in any breach or violation of the Act of any similar state act or statute of any rules or regulations thereunder. In the event a registration statement under the Act is not then in effect with respect to the shares of Common Stock issued upon exercise of an option, the Company shall place upon any stock certificate an appropriate legend referring to the restrictions on disposition under the Act. A-6 (c) In the event the class of shares issuable upon the exercise of any option is listed on any national securities exchange, the Company shall not be required to issue or deliver any certificate for shares upon the exercise of any option prior to the listing of the shares so issuable on such national securities exchange and prior to the registration of the same under the Securities Exchange Act of 1934 or any similar act or statute. A-7 EX-10.31 3 EXHIBIT 10.31 Yardville National Bancorp Subsidiaries Exhibit 10.31 1. Yardville National Bank 2. Yardville Capital Trust 3. Yardville National Investment Corporation (wholly-owned subsidiary of Bank) 4. YNB Real Estate Corporation (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. YNB Capital Development, Inc. (wholly-owned subsidiary of Bank) EX-27 4 FINANCIAL DATA SCHEDULE
9 3-MOS DEC-31-2000 MAR-31-2000 18,807 1,825 34,190 0 328,999 107,874 99,724 696,475 9,478 1,220,926 796,312 340,327 127,550 13,000 0 0 40,091 18,626 1,220,726 14,354 7,020 228 21,602 8,261 12,857 8,745 800 45 5,322 3,356 3,356 0 0 2,396 0.36 0.36 7.75 4,756 560 532 0 8,965 350 63 9,478 9,478 0 0
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