-----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, APOvyAsDRQyrHscHxk4h8wvdxukzTIBKZWU/ydnRwvsIuelKhVj+iJ62m5PxJAZO MPux88DouUFDBrmK95iccw== 0000950116-97-001540.txt : 19970818 0000950116-97-001540.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950116-97-001540 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970815 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26086 FILM NUMBER: 97665357 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/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from __________ to _____________ Commission File Number: 0-26086 YARDVILLE NATIONAL BANCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEW JERSEY 22-2670267 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3111 Quakerbridge Road, Mercerville, New Jersey 08619 - ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (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 August 1, 1997 Common Stock, no par value 2,473,934 - --------------------------- ---------------------------- Class Number of shares outstanding YARDVILLE NATIONAL BANCORP AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This financial review presents Management's discussion and analysis of financial condition and results of operations. It should be read in conjunction with the consolidated financial statements and the accompanying notes. The term "Yardville" as used herein refers to the Company together with its sole subsidiary, the Bank. FINANCIAL CONDITION Assets Total consolidated assets at June 30, 1997 totaled $525,720,000 an increase of $35,175,000 or 7.2%, compared to $490,545,000 at December 31, 1996. The growth in Yardville's asset base during the first six months of 1997 was primarily due to an increase in loans and securities. The increase in loans was the product of a strategy to improve profitability of the organization through relationship banking and the continued consolidation in Yardville's marketplace, which has solidified Yardville's competitive position in the small and middle markets. Yardville's asset base includes investments of approximately $57,100,000 purchased utilizing repurchase agreements and time deposits (Investment Growth Strategy) at June 30, 1997, an increase of $6,000,000 compared to approximately $51,000,000 at December 31, 1996. The primary goals of the growth strategy are to improve return on equity and earnings per share. Securities Total securities increased by $10,140,000 or 8.1% to $135,107,000 as of June 30, 1997 compared to year end 1996. The growth in the securities portfolio in the first half of 1997 was due to the purchase of short term treasuries and government agency bonds to enhance short-term liquidity and the increase in the investment growth strategy offset by principal paydowns on mortgage-backed securities. At June 30, 1997, the amortized cost of investment securities classified as held to maturity was $29,105,000 compared to $31,296,000 at December 31, 1996, a decrease of $2,191,000 or 7.0%. Net unrealized losses as of June 30, 1997 in Yardville's available for sale securities portfolio were $31,000. Net unrealized losses, net of tax effect of $19,000, were reported as a reduction of stockholders' equity at June 30, 1997. The available for sale portfolio, except those securities purchased utilizing repurchase agreements, provides a secondary source of liquidity. -1- Federal Funds At June 30, 1997 Federal funds sold totaled $1,250,000, a decrease of $2,790,000 as compared to $4,040,000 at December 31, 1996. While management continues to focus on maintaining adequate short term liquidity levels, federal funds will fluctuate due to other liquidity demands. Loans Total loans, net of unearned discounts, increased by $21,704,000 or 6.6%, to $352,941,000 at June 30, 1997 compared to $331,237,000 at year end 1996. Yardville's loan portfolio represented 67.1% of assets at June 30, 1997 compared to 67.5% of assets at December 31, 1996. Yardville's lending focus continues to be centered on commercial loans, owner-occupied commercial mortgage loans and tenanted commercial real estate loans. Yardville showed continued growth throughout its loan portfolio for the six months ended June 30, 1997 as a result of management's emphasis on customer relationships and opportunities associated with the continued consolidation of the banking industry in Yardville's markets. On a component basis, for the six month period ended June 30, 1997, commercial loan balances increased $14,109,000 or 22.2%. Real estate-construction and real estate-residential mortgage loan balances increased $4,189,000 and $1,280,000 respectively, or 16.1% and 1.5% respectively. Real estate-commercial mortgage loan balances decreased $305,000 or 0.3% due to increased competition. Liabilities Yardville's deposit base is the principal source of funds supporting interest earning assets. Total deposits amounted to $414,830,000 at June 30, 1997 compared to $364,445,000 at December 31, 1996, an increase of $50,385,000 or 13.8%. Yardville was successful in bidding for Mercer County Surrogate's deposits which netted Yardville $15,000,000 in deposits in early January 1997. Growth in Yardville's deposit base continues in higher yielding certificates of deposit (CD's) and premium money market accounts, both higher cost funding sources. Average interest bearing deposits including CD's of $100,000 or more, increased $66,333,000 or 23.9% to total $343,303,000 for the six month period ended June 30, 1997 as compared to $276,970,000 for the year ended December 31, 1996. Of the total increase, average time deposits grew $43,084,000 for the comparable periods. Time deposits were competitively priced to reduce levels of borrowed funds. Average non-interest bearing deposits have increased 9.2% for the six month period ended June 30, 1997 compared to the year ended December 31, 1996. At June 30, 1997 interest bearing and non-interest bearing deposits totaled $355,676,000 and $59,154,000, respectively. Borrowed funds totaled $68,139,000 at June 30, 1997 compared to $86,339,000 at December 31, 1996. The decrease of $18,200,000 or 21.1% in the first six months of 1997 was principally due to the repayment of repurchase agreements. Securities sold under agreements to repurchase .decreased $14,165,000 or 22.1% to $50,020,000 compared to $64,185,000 at December 31, 1996. Federal Home Loan Bank advances are being utilized to strengthen short-term liquidity and support core deposits in funding balance sheet growth. At June 30, 1997 Yardville has $15,000,000 outstanding in FHLB advances. $10,000,000 of these advances will mature on July 30, 1997 and the remaining $5,000,000 will mature in November of 1998. Yardville has the availability to borrow up to $24,500,000 from the FHLB through its line of credit program. In addition, the bank is eligible to borrow up to -2- 30% of assets under the FHLB advance program subject to FHLB stock level requirements, collateral requirements and individual advance proposals based on FHLB credit standards. Yardville also has the ability to borrow at the Federal Reserve discount window along with agreements to use two unsecured federal funds lines of credit with two of its correspondent banks for daily funding needs. Management's strategy, however, is to further build the bank's core deposit base to fund asset growth. Borrowed funds will be utilized to meet short term liquidity needs and as an additional source of funding for the loan and investment portfolios. Capital Total stockholders' equity of $37,629,000 at June 30, 1997 increased $2,399,000 or 6.8% from $35,230,000 at December 31, 1996. This increase resulted from the following factors during the six months ended June 30, 1997 (i) earnings of $2,467,000 (less dividend payments of $589,000) and a decrease of $142,000 in the unrealized loss on securities available for sale, net of income tax effect. (ii) proceeds of $379,000 from exercised options. Yardville's leverage ratio was 7.3% at June 30, 1997 compared to 7.8% at December 31, 1996. At June 30, 1997 tier I and total tier I and II capital to risk weighted assets were 10.1% and 11.4%, respectively. The risk based capital levels at year end 1996 were 10.2% and 11.4% for tier I and total risk based capital, respectively. The minimum regulatory requirements require financial institutions to have a tier I leverage ratio of 4.0%, a tier I risk-based ratio of 4.0% and a total tier I and tier II ratio of 8.0%. A bank is considered "well capitalized" if it has a minimum Tier 1 and total risk-based capital ratios of 6% and 10%, respectively, and a minimum Tier 1 leverage ratio of 5%. Credit risk At June 30, 1997, nonperforming loans, consisting of loans 90 days or more past due, and nonaccruing loans totaled $7,630,000 compared to $8,140,000 at December 31, 1996. Other real estate owned at June 30, 1997 totaled $873,000 compared to $395,000 at December 31, 1996. Total nonperforming assets decreased $32,000 or 0.4% to $8,503,000 at June 30, 1997 compared to $8,535,000 at year end 1996. Nonperforming assets as a percentage of total assets were 1.62% at June 30, 1997. Yardville continues to actively manage nonperforming assets with the goal of reducing these assets in relation to the entire portfolio. Where possible, existing loan relationships are being restructured in an effort to return these loans to a performing status. The allowance for loan losses increased to $5,284,000 and remained at 1.50% of total loans at June 30, 1997 compared to $4,957,000, or 1.50% of total loans, at year end 1996. The provision for loan losses through June 30, 1997 was $575,000. Yardville had net loan charge-offs of $248,000 for the six months ended June 30, 1997. At June 30, 1997 the allowance for loan losses covered 69.3% of nonperforming loans and 62.1% of nonperforming assets. The allowance for loan losses, in management's judgment, is adequate to provide for potential losses. -3- RESULTS OF OPERATIONS Net Income Yardville reported net income of $2,467,000 for the six months ended June 30, 1997, an increase of $484,000 or 24.4%, from net income of $1,983,000 reported for the same time period in 1996. The increase in net income for the comparable periods is attributable to an increase in net interest income, and to a lesser extent, non-interest income, partially offset by an increase in non-interest expenses. On a per share basis, the net income was $0.99 for the first six months of 1997 compared to $0.81 for the first six months of 1996. The increase in earnings per share is due primarily to the increase in net income during the first six months of 1997 compared to the same time period in 1996. On a quarterly basis, the income for the second quarter of 1997 was $1,255,000 or $0.50 per share, compared with $991,000 or $0.41 per share for the same quarter a year ago. The increase in net income and net income per share for the quarterly comparison are for the same reasons discussed above. Net Interest Income Yardville's net interest income for the six months ended June 30, 1997 was $9,546,000, an increase of $1,166,000 or 13.9% over the $8,380,000 for the comparable 1996 period. The principal factors contributing to the increase in net interest income for the six months ended June 30, 1997 was an increase in interest income of $3,327,000 resulting principally from an increase in commercial loan volume, offset by an increase in interest expense of $2,161,000 due to increases in the volume of interest bearing deposits. The net interest margin (tax equivalent basis) between yields on average interest earning assets and costs of average funding sources was 3.99% at June 30, 1997 compared to 4.22% at June 30, 1996. The principal reason for the decrease in the net interest margin was higher costs on interest bearing liabilities. The management strategy continuing through 1997 is to increase net interest income by purchasing investments using repurchase agreements or other funding sources. At June 30, 1997 approximately $57,100,000 was being utilized for this purpose. The targeted spread on this strategy is 75 basis points after tax. This strategy, while successful in increasing net interest income, has had a negative impact on the net interest margin. Increased loan pricing competition and the -4- subsequent decrease in loan yields also accounted, in part, for the reduction in the net interest margin of 23 basis points for the comparable periods. On a quarterly comparison, net interest income was $4,928,000 for the second quarter of 1997, an increase of $668,000 or 15.7% from net interest income of $4,260,000 for the second quarter of 1996. The 1997 increase was the result of an increase in average earning assets of $73,967,000 combined with a decrease of $19,066,000 in average borrowed funds offset by an increase of $87,606,000 in average interest bearing deposits compared to the second quarter of 1996. Interest Income For the six month period ended June 30, 1997 total interest income of $19,566,000 increased $3,327,000 or 20.5% as compared to $16,239,000 reported for the same period a year earlier. On a quarterly comparison, the second quarter of 1997 experienced an increase of $1,676,000 or 20.1% in total interest income compared to the same period a year earlier. The increase in interest income is due primarily to the higher volume of average loan assets. Average loans increased $76,972,000 or 29.0% for the six months ended June 30, 1997 compared to the same 1996 period. The average yield on the loan portfolio decreased 28 basis points for the comparable period in a lower rate competitive marketplace. Interest income on securities increased $193,000 or 4.8%, for the first six months of 1997, due to a 22 basis point increase in average yield and an increase of $1,464,000 in average balances for the six months ended June 30, 1997 as compared to the same period a year earlier. On a quarterly comparison interest on securities increased 4.2% primarily as a result of a 27 basis point increase in average yield. Interest on Federal Funds sold increased $150,000 for the six month period ended June 30, 1997 due to increases in average balances of $5,803,000 combined with a decrease in the average yields of 12 basis points. Overall, the yield on Yardville's interest earning assets decreased 1 basis point to 8.06% for the period ended June 30, 1997 from 8.07% for the period ended June 30, 1996 for the combined reasons discussed above. Interest Expense Total interest expense increased $2,161,000 or 27.5% to $10,020,000 for the six months ended June 30, 1997 compared to $7,859,000 reported for the six months ended June 30, 1996. The increase in interest expense for the comparable time periods is the result of a larger deposit base, and higher market interest rates. Deposit products continue to be competitively priced to increase the bank's deposit base and provide a source of funds for asset growth. Average interest bearing liabilities amounted to $420,437,000 for the six months ended June 30, 1997 compared to $341,499,000 for the six months ended June 30, 1996. The average rate paid on interest bearing liabilities increased 17 basis points for the time period discussed. Increases in deposit account relationships are attributable in part to increased commercial loan activity, community presence, ongoing consolidation within the banking industry and the impact of new branches opened during 1996 that now have established deposit relationships with the bank. Average time deposits, a higher cost funding source, increased $55,741,000 or 42.6% for the first six months of 1997 compared to the first six months of 1996. For the second quarter of 1997, total interest expense increased $1,008,000 or 24.6% as compared to the second quarter of a year earlier. The increase in interest expense for the comparable quarters is due primarily to higher levels of average time deposits. Interest expense on borrowed funds decreased during both the quarterly and year-to-date periods when comparing 1997 to 1996. For the year-to-date comparison interest expense decreased $40,000. For the three months ended June 30, 1997 interest on borrowed funds decreased $222,000 or 17.3% primarily as a result of lower average balances. Repurchase agreements were repaid during the period to reduce borrowed funds. -5- Provision For Loan Losses Yardville provides for possible loan losses by a charge to current operations. The provision for loan losses for the six months and three months ended June 30, 1997 was $575,000 and $300,000, respectively compared to $715,000 and $450,000, respectively for the six months and three months ended June 30, 1996. The year-to-date and quarterly 1997 provisions reflect management's continuing analysis of the loan portfolio and non-performing assets. Management believes that the allowance for loan losses is adequate in relation to credit risk exposure levels. Non-Interest Income Total non-interest income was $1,240,000 for the first six months of 1997 compared to $1,035,000 for the same period in 1996. The increase of $205,000 or 19.8% is primarily attributable to an increase in other non-interest income principally due to additional fee income derived from life insurance assets and other fee income. Service charges on deposit accounts decreased $14,000 or 2.4% for the first six months of 1997 as compared to the same period a year earlier. The decrease in service charge income resulted from a reduction in insufficient fund fees offset by an increase in service charges on deposit accounts. Yardville realized $7,000 in gains on the sale of securities, net, in the first six months of 1997 versus a loss of $46,000 on the sale of securities, net, in the first six months of 1996. Other non-interest income increased $157,000 or 31.6% in the first six months of 1997 versus the first six months of 1996 for the reasons discussed above. For the second quarter comparison, the results were similar. Total non-interest income for the second quarter of 1997 increased 20.8% over the same period a year earlier. Service charges on deposit accounts decreased 2.4% for the comparable quarters. Conversely, the increase experienced during the second quarter of 1997 was in gains on the sale of securities of $7,000 net, compared to a loss of $25,000 on the sale of securities net, for the three months ended June 30, 1996. Other non-interest income increased $75,000 or 29.3% for the three months ended June 30, 1997 compared to the three months ended June 30, 1996 due primarily to increased income derived from life insurance assets and fee assessments for "others on us" Automated Teller Machine (ATM) card usage. Offsetting these two increases was the elimination of the annual ATM fee for Yardville National Bank cardholders in January 1997. Non-Interest Expense Total non-interest expense increased $794,000 or 14.1% to $6,409,000 for the first six months of 1997 compared to $5,615,000 for the first six months of 1996. The increase in non-interest expense is primarily the result of increases in salaries and employee benefits, equipment expenses and other non-interest expenses. Salaries and employee benefits were $3,669,000 for the first six months of 1997, an increase of $469,000 or 14.7% compared to the same six month period of 1996. The increase resulted from additional staffing required as Yardville has grown for the comparable time periods and normal annual salary compensation and benefit increases. Full time equivalent staff increased to 168 at June 30, 1997 from 152 at June 30, 1996. Net occupancy increased $30,000 or 6.7% for the first six months of 1997 as compared to the same period in 1996, This increase is primarily the result of additional occupancy costs associated with new branch offices offset by decreases in snow removal costs due to a milder winter. Equipment expense increased $171,000 or 47.9% for the same period primarily due to increased depreciation costs associated with new furniture and fixtures in Yardville's new branches and in-house computer system as well as related expenses of additional computer hardware and software upgrades required for the implementation of a Windows 95 based computer system. -6- Other non-interest expenses totaled $1,737,000 for the six months ended June 30, 1997, an increase of $124,000 or 7.7%, from the comparable 1996 period. The increase in other non-interest expense is primarily the result of increased professional fees, marketing costs and expenses incurred in working out troubled loans and other real estate. Other real estate expenses totaled $127,000 for the six months ended June 30, 1997 compared to $44,000 for the six months ended June 30, 1996. The increase in other non-interest expenses was offset partially by the elimination of computer service fees in late February 1996 with Yardville's conversion to an in-house computer system. When comparing the second quarter of 1997 with the second quarter of 1996, the explanations for the fluctuations are similar to those presented above for the six month period ended June 30. Non-interest expenses increased $533,000 or 19.1% versus the same period a year earlier. Salary and employee benefits increased $233,000 or 14.4%. Net occupancy and equipment expenses increased 7.1% and 54.4%, respectively. Other non-interest expenses increased 24.1% in the second quarter of 1997 compared to the same period in 1996. The quarterly comparison increase is due primarily to the same factors discussed in the year- to-date review above. Recently Issued Accounting Pronouncements In February 1997, the Financial Accounting Standards Board issued SFAS No. 128 "Earnings Per Share." SFAS 128 supersedes AFB opinion No. 15, "Earnings Per Share," and specifies the computation, presentation and disclosure requirements for earnings per share for entities with publicly held common stock or potential common stock. This statement is effective for financial statements for periods ending after December 15, 1997. The adoption of this statement should not have a material effect on the consolidated financial statements of Yardville. In February 1997, the Financial Accounting Standards Board issued SFAS No. 129, "Disclosure of Information about Capital Structure." SFAS 129 lists required disclosures about capital structure that have been included in a number of separate statements and opinions. This statement is effective for financial statements for periods ending after December 15, 1997. The adoption of the Statement should not have a material effect on the consolidated financial statements of Yardville. -7- 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: August 15, 1997 By: /s/ Stephen F. Carman ------------------ --------------------------------------- Stephen F. Carman Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----