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 EXCHANGE
ACT OF 1934 For the Quarter Ended March 31, 2007
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
Commission File No. 001-16197
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-3537895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
158 Route 206 North,
Gladstone, New Jersey 07934
(Address of principal executive offices, including zip code)
(908) 234-0700
(Registrant's telephone number, including area code)
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 by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):
Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X].
Number of shares of Common Stock outstanding as of May 1, 2007:
8,286,603
1
PEAPACK-GLADSTONE FINANCIAL CORPORATION
PART 1 FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited):
Consolidated Statements of Condition March 31, 2007 and
December 31, 2006 Page 3
Consolidated Statements of Income for the three months
ended March 31, 2007 and 2006 Page 4
Consolidated Statements of Changes in Shareholders' Equity
for the three months ended March 31, 2007 and 2006 Page 5
Consolidated Statements of Cash Flows for the three months
ended March 31, 2007 and 2006 Page 6
Notes to Consolidated Financial Statements Page 7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations Page 12
Item 3 Quantitative and Qualitative Disclosures about Market Risk Page 21
Item 4 Controls and Procedures Page 21
PART 2 OTHER INFORMATION
Item 1A Risk Factors Page 21
Item 2 Unregistered Sales of Equity Securities and Use of
Proceeds Page 22
Item 6 Exhibits Page 22
2
Item 1. Financial Statements (Unaudited)
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands)
(Unaudited)
March 31, December 31,
2007 2006
----------- -----------
ASSETS
Cash and due from banks $ 21,258 $ 23,190
Federal funds sold 26,365 103
Interest-earning deposits 1,092 6,965
----------- -----------
Total cash and cash equivalents 48,715 30,258
Investment securities held to maturity (approximate market
value $52,435 in 2007 and $54,523 in 2006) 52,987 55,165
Securities available for sale 276,195 286,186
Loans 882,574 870,153
Less: Allowance for loan losses 6,894 6,768
----------- -----------
Net Loans 875,680 863,385
Premises and equipment 24,630 24,059
Accrued interest receivable 4,900 5,181
Cash surrender value of life insurance 18,877 18,689
Other assets 5,098 5,453
----------- -----------
TOTAL ASSETS 1,307,082 $ 1,288,376
=========== ===========
LIABILITIES
Deposits:
Noninterest-bearing demand deposits $ 192,952 $ 196,519
Interest-bearing deposits:
Checking 141,446 142,676
Savings 72,687 73,998
Money market accounts 370,633 366,874
Certificates of deposit over $100,000 142,245 126,014
Certificates of deposit less than $100,000 246,064 238,655
----------- -----------
Total deposits 1,166,027 1,144,736
Long-term debt 23,520 23,964
Accrued expenses and other liabilities 11,967 15,913
----------- -----------
TOTAL LIABILITIES 1,201,514 1,184,613
----------- -----------
SHAREHOLDERS' EQUITY
Common stock (no par value; $0.83 per share;
authorized 20,000,000 shares; issued shares, 8,512,370 at
March 31, 2007 and 8,497,463 at December 31, 2006;
outstanding shares, 8,279,541 at March 31, 2007 and
8,270,973 at December 31, 2006) 7,093 7,081
Surplus 89,624 89,372
Treasury stock at cost, 232,829 shares at March 31, 2007
and 226,490 shares at December 31, 2006 (5,180) (4,999)
Retained earnings 16,489 15,038
Accumulated other comprehensive loss, net of income tax (2,458) (2,729)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 105,568 103,763
----------- -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 1,307,082 $ 1,288,376
=========== ===========
See accompanying notes to consolidated financial statements.
3
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
(Unaudited)
Three Months Ended
March 31,
2007 2006
---------- ----------
INTEREST INCOME
Interest and fees on loans $ 13,164 $ 11,248
Interest on investment securities:
Taxable 234 298
Tax-exempt 271 369
Interest on securities available for sale:
Taxable 3,275 3,767
Tax-exempt 245 87
Interest-earning deposits 11 9
Interest on federal funds sold 79 16
---------- ----------
Total interest income 17,279 15,794
INTEREST EXPENSE
Interest on savings and interest-bearing deposit
accounts 4,243 2,492
Interest on certificates of deposit over $100,000 1,606 2,084
Interest on other time deposits 2,858 1,014
Interest on borrowed funds 263 1,628
---------- ----------
Total interest expense 8,970 7,218
---------- ----------
NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES 8,309 8,576
Provision for loan losses 125 39
---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 8,184 8,537
---------- ----------
OTHER INCOME
Trust department income 2,142 2,245
Service charges and fees 490 472
Bank owned life insurance 216 204
Securities gains 162 51
Other income 193 214
---------- ----------
Total other income 3,203 3,186
---------- ----------
OTHER EXPENSES
Salaries and employee benefits 4,254 3,859
Premises and equipment 1,854 1,725
Other expenses 1,450 1,534
---------- ----------
Total other expenses 7,558 7,118
---------- ----------
INCOME BEFORE INCOME TAX EXPENSE 3,829 4,605
Income tax expense 1,137 1,359
---------- ----------
NET INCOME $ 2,692 $ 3,246
========== ==========
EARNINGS PER SHARE
Basic $ 0.33 $ 0.39
Diluted $ 0.32 $ 0.39
Average basic shares outstanding 8,273,250 8,279,156
Average diluted shares outstanding 8,400,599 8,383,269
See accompanying notes to consolidated financial statements.
4
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
2007 2006
--------- ---------
Balance, beginning of period $ 103,763 $ 99,155
Comprehensive income:
Net income 2,692 3,246
Unrealized holding gains/(losses) on securities
arising during the period, net of tax 376 (1,691)
Less: reclassification adjustment for gains
included in net income, net of tax 105 33
--------- ---------
271 (1,724)
--------- ---------
Total comprehensive income 2,963 1,522
Common stock options exercised 219 91
Purchase of treasury stock (181) (568)
Cash dividends declared (1,241) (1,158)
Stock-based compensation expense 45 14
Tax benefit on disqualifying and nonqualifying
exercise of stock options -- 16
--------- ---------
Balance, March 31, $ 105,568 $ 99,072
========= =========
See accompanying notes to consolidated financial statements.
5
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
2007 2006
-------- --------
OPERATING ACTIVITIES:
Net income: $ 2,692 $ 3,246
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 530 508
Amortization of premium and accretion of
discount on securities, net 80 151
Provision for loan losses 125 39
Gains on security sales (162) (51)
Gain on loans sold (1) (1)
Gain on disposal of fixed assets (3) --
Stock-based compensation 45 14
Increase in cash surrender value of life insurance, net (188) (178)
Decrease/(increase) in accrued interest receivable 281 (511)
Decrease/(increase) in other assets 198 (441)
(Decrease)/increase in accrued expenses and other liabilities (3,946) 2,862
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES (349) 5,638
-------- --------
INVESTING ACTIVITIES:
Proceeds from maturities of investment securities 2,002 6,339
Proceeds from maturities of securities available for sale 14,313 14,241
Proceeds from calls of investment securities 150 --
Proceeds from sales of securities available for sale 810 228
Purchase of investment securities -- (64)
Purchase of securities available for sale (4,596) (27,517)
Proceeds from sales of loans 858 226
Purchase of loans -- (6,448)
Net increase in loans (13,277) (14,794)
Purchases of premises and equipment (1,128) (1,968)
Disposal of premises and equipment 30 --
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (838) (29,757)
-------- --------
FINANCING ACTIVITIES:
Net increase in deposits 21,291 4,203
Net increase in other borrowings -- 25,500
Repayments of Federal Home Loan Bank advances (444) (430)
Cash dividends paid (1,241) (1,160)
Tax benefit on stock option exercises -- 16
Exercise of stock options 219 91
Purchase of treasury stock (181) (568)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 19,644 27,652
-------- --------
Net increase in cash and cash equivalents 18,457 3,533
Cash and cash equivalents at beginning or period 30,258 23,499
-------- --------
Cash and cash equivalents at end of period $ 48,715 $ 27,032
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 8,067 $ 6,986
Income taxes 750 --
See accompanying notes to consolidated financial statements.
6
PEAPACK-GLADSTONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Certain information and footnote disclosures normally included in the unaudited
consolidated financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. These unaudited
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K for the period ended December 31, 2006 for Peapack-Gladstone
Financial Corporation (the "Corporation").
Principles of Consolidation: The Corporation considers that all adjustments (all
of which are normal recurring accruals) necessary for a fair presentation of the
statement of the financial position and results of operations in accordance with
U.S. generally accepted accounting principles for these periods have been made.
Results for such interim periods are not necessarily indicative of results for a
full year.
The consolidated financial statements of Peapack-Gladstone Financial Corporation
are prepared on the accrual basis and include the accounts of the Corporation
and its wholly owned subsidiary, Peapack-Gladstone Bank. All significant
intercompany balances and transactions have been eliminated from the
accompanying consolidated financial statements.
Allowance for Loan Losses: The allowance for loan losses is maintained at a
level considered adequate to provide for probable incurred loan losses in the
Corporation's loan portfolio. The allowance is based on management's evaluation
of the loan portfolio considering, among other things, current economic
conditions, the volume and nature of the loan portfolio, historical loan loss
experience, and individual credit situations. The allowance is increased by
provisions charged to expense and reduced by charge-offs net of recoveries.
Stock Option Plans: The Corporation has incentive and non-qualified stock option
plans that allow the granting of shares of the Corporation's common stock to
employees and non-employee directors. The options granted under these plans are
exercisable at a price equal to the fair market value of common stock on the
date of grant and expire not more than ten years after the date of grant. Stock
options may vest during a period of up to five years after the date of grant.
For the three months ended March 31, 2007 and 2006, the Corporation recorded
total compensation cost for share-based payment arrangements of $45 thousand and
$14 thousand, respectively, with a recognized tax benefit of $4 thousand for the
three months ended March 31, 2007. There was no recognized tax benefit for the
three months ended March 31, 2006.
As of March 31, 2007, there was approximately $771 thousand of unrecognized
compensation cost related to non-vested share-based compensation arrangements
granted under the Corporation's stock incentive plans. That cost is expected to
be recognized over a weighted average period of 2.3 years.
7
For the Corporation's stock option plans for employees, changes in options
outstanding during the three months ended March 31, 2007 were as follows:
Number Exercise Weighted Aggregate
of Price Average Intrinsic
(Dollars in thousands except share data) Shares Per Share Exercise Price Value
-----------------------------------------------------------------------------------------------------
Balance, December 31, 2006 413,916 $11.85-$32.14 $22.80
Granted 45,345 26.30-29.65 28.13
Exercised (9,696) 11.85-26.65 13.28
Forfeited (213) 24.17-29.50 28.15
----------------------------------------------------------
Balance, March 31, 2007 449,352 $11.85-$32.14 $23.54 $3,116
==========================================================
Options exercisable, March 31, 2007 383,338 $2,953
==========================================================
The aggregate intrinsic value in the table above represents the total pre-tax
intrinsic value (the difference between the Corporation's closing stock price on
the last trading day of the first quarter of 2007 and the exercise price,
multiplied by the number of in-the-money options).
The aggregate intrinsic value of options exercised during the three months ended
March 31, 2007 and 2006 was $158 thousand and $40 thousand, respectively.
The Corporation also has non-qualified stock option plans for non-employee
directors. Changes in options outstanding during the three months ended March
31, 2007 were as follows:
Number Exercise Weighted Aggregate
of Price Average Intrinsic
(Dollars in thousands except share data) Shares Per Share Exercise Price Value
-----------------------------------------------------------------------------------------------------
Balance, December 31, 2006 189,553 $15.68-$28.89 $23.16
Granted 17,600 28.10 28.10
Exercised (5,211) 15.68-17.53 17.42
----------------------------------------------------------
Balance, March 31, 2007 201,942 $15.68-$28.89 $23.74 $1,360
==========================================================
Options exercisable, March 31, 2007 184,342 $1,318
==========================================================
The aggregate intrinsic value in the table above represents the total pre-tax
intrinsic value (the difference between the Corporation's closing stock price on
the last trading day of the first quarter of 2007 and the exercise price,
multiplied by the number of in-the-money options).
The aggregate intrinsic value of options exercised during the three months ended
March 31, 2007 and 2006 was $53 thousand and $40 thousand, respectively.
The per share weighted-average fair value of stock options granted during the
first three months of 2007 and 2006 for all plans was $10.24 and $9.50,
respectively, on the date of grant using the Black Scholes option-pricing model
with the following weighted average assumptions:
2007 2006
-------- --------
Dividend yield 1.99% 2.19%
Expected volatility 42% 40%
Expected life 5 years 5 years
Risk-free interest rate 4.56% 4.30%
8
Earnings per Common Share - Basic and Diluted: The following is a reconciliation
of the calculation of basic and diluted earnings per share. Basic net income per
common share is calculated by dividing net income to common shareholders by the
weighted average common shares outstanding during the reporting period. Diluted
net income per common share is computed similarly to that of basic net income
per common share, except that the denominator is increased to include the number
of additional common shares that would have been outstanding if all potentially
dilutive common shares, principally stock options, were issued during the
reporting period utilizing the Treasury stock method.
Three Months Ended
March 31,
(In Thousands, except per share data) 2007 2006
---------- ----------
Net Income to Common Shareholders $ 2,692 $ 3,246
Basic Weighted-Average Common Shares Outstanding 8,273,250 8,279,156
Plus: Common Stock Equivalents 127,349 104,113
---------- ----------
Diluted Weighted-Average Common Shares Outstanding 8,400,599 8,383,269
Net Income Per Common Share
Basic $ 0.33 $ 0.39
Diluted 0.32 0.39
Options to purchase 373,264 shares of common stock at a weighted average price
of $28.80 per share were outstanding and were not included in the computation of
diluted earnings per share in the first quarter of 2007 because the option price
was greater than the average market price. Options to purchase 317,593 shares of
common stock at a weighted average price of $28.93 per share were outstanding
and were not included in the computation of diluted earnings per share in the
first quarter of 2006 because the option price was greater than the average
market price.
Income Taxes:The Company adopted Financial Accounting Standards Board (FASB)
Interpretation 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) as of
January 1, 2007. A tax position is recognized as a benefit only if it is "more
likely than not" that the tax position would be sustained in a tax examination,
with a tax examination being presumed to occur. The amount recognized is the
largest amount of tax benefit that is greater than 50 percent likely of being
realized on examination. For tax positions not meeting the "more likely than
not" test, no tax benefit is recorded. The adoption had no affect on the
Corporation's financial statements.
The Corporation and its subsidiaries are subject to U.S. federal income tax as
well as income tax of the State of New Jersey. The Corporation is no longer
subject to examination by taxing authorities for years before 2002. The
Corporation does not expect the total amount of unrecognized tax benefits to
significantly increase in the next 12 months.
The Corporation recognizes interest related to income tax matters as interest
expense and penalties related to income tax matters as other expense. The
Corporation did not have any amounts accrued for interest and penalties at
January 1, 2007.
Comprehensive Income: The difference between the Corporation's net income and
total comprehensive income for the three months ended March 31, 2007 and 2006
relates to the change in the net unrealized gains and losses on securities
available for sale during the applicable period of time less adjustments for
realized gains and losses. Total comprehensive income for the three months ended
March 31, 2007 and 2006 was $3.0 million and $1.5 million, respectively.
Reclassification: Certain reclassifications have been made in the prior periods'
financial statements in order to conform to the 2007 presentation.
9
2. LOANS
Loans outstanding as of March 31, consisted of the following:
(In thousands) 2007 2006
-------- --------
Loans secured by 1-4 family $555,004 $512,854
Commercial real estate 231,832 205,397
Construction loans 46,389 31,518
Commercial loans 37,306 31,947
Consumer loans 6,826 6,242
Other loans 5,217 1,529
-------- --------
Total loans $882,574 $789,487
======== ========
Non-performing assets, which are loans past due in excess of 90 days and still
accruing and non-accrual loans, totaled $6.0 million at March 31, 2007 and $106
thousand at March 31, 2006. Loans past due in excess of 90 days and still
accruing are in the process of collection and are collateralized by real estate.
Management believes that the value of the real estate exceeds the balance due on
the loans and expects no loss.
3. FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS
Advances from the Federal Home Loan Bank of New York (FHLB) totaled $23.5
million and $31.3 million at March 31, 2007 and 2006, respectively, with a
weighted average interest rate of 3.47 percent and 3.56 percent, respectively.
These advances are secured by blanket pledges of certain 1-4 family residential
mortgages totaling $274.0 million at March 31, 2007. Advances totaling $17.0
million at March 31, 2007, have fixed maturity dates, while advances totaling
$6.5 million were amortizing advances with monthly payments of principal and
interest.
There were no other short-term borrowings from the FHLB at March 31, 2007.
There were no overnight borrowings at March 31, 2007 while overnight borrowings
at March 31, 2006 totaled $8.0 million. For the three months ended March 31,
2007 and 2006, overnight borrowings from the FHLB averaged $4.3 million with a
weighted average interest rate of 5.37 percent and $37.9 million with a weighted
average interest rate of 4.53 percent, respectively.
The final maturity dates of the advances and other borrowings are scheduled as
follows:
(In thousands)
2007 $ 4,000
2008 683
2009 2,000
2010 10,181
2011 3,000
Over 5 years 3,656
---------
Total $ 23,520
=========
10
4. BENEFIT PLANS
The Corporation has a defined benefit pension plan covering substantially all of
its salaried employees.
The net periodic expense for the periods indicated included the following
components:
Three Months Ended
March 31,
(In thousands) 2007 2006
---------- ----------
Service cost $ 438 $ 417
Interest cost 195 165
Expected return on plan assets (252) (224)
Amortization of:
Net loss 9 19
Unrecognized prior service cost -- --
Unrecognized remaining net assets (2) (2)
---------- ----------
Net periodic benefit cost $ 388 $ 375
========== ==========
As previously disclosed in the financial statements for the year ended December
31, 2006, the Corporation expects to contribute $1.0 million to its pension plan
in 2007. As of March 31, 2007, contributions of $270 thousand had been made for
the current year.
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL: The following discussion and analysis contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are not historical facts and include expressions about
management's view of future interest income and net loans, management's
confidence and strategies and management's expectations about new and existing
programs and products, relationships, opportunities and market conditions. These
statements may be identified by such forward-looking terminology as "expect",
"look", "believe", "anticipate", "may", "will", or similar statements or
variations of such terms. Actual results may differ materially from such
forward-looking statements. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among others, the following possibilities:
o The success of the Corporation's balance sheet restructuring initiative.
o Unexpected decline in the direction of the economy in New Jersey.
o Unexpected changes in interest rates.
o Failure to grow business.
o Inability to manage growth.
o Unexpected loan prepayment volume.
o Exposure to credit risks.
o Insufficient allowance for loan losses.
o Competition from other financial institutions.
o Adverse effects of government regulation.
o Decline in the levels of loan quality and origination volume.
o Decline in the volume of increase in trust assets or deposits.
The Corporation assumes no responsibility to update such forward-looking
statements in the future.
11
CRITICAL ACCOUNTING POLICIES AND ESTIMATES: "Management's Discussion and
Analysis of Financial Condition and Results of Operations" is based upon the
Corporation's consolidated financial statements, which have been prepared in
accordance with U.S. generally accepted accounting principles. The preparation
of these financial statements requires the Corporation to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. Note 1 to the Corporation's Audited Consolidated Financial Statements
included in the December 31, 2006 Annual Report on Form 10-K, contains a summary
of the Corporation's significant accounting policies. Management believes the
Corporation's policy with respect to the methodology for the determination of
the allowance for loan losses involves a higher degree of complexity and
requires management to make difficult and subjective judgments, which often
require assumptions or estimates about highly uncertain matters. Changes in
these judgments, assumptions or estimates could materially impact results of
operations. This critical policy and its application are periodically reviewed
with the Audit Committee and the Board of Directors.
The provision for loan losses is based upon management's evaluation of the
adequacy of the allowance, including an assessment of known and inherent risks
in the portfolio, giving consideration to the size and composition of the loan
portfolio, actual loan loss experience, level of delinquencies, detailed
analysis of individual loans for which full collectibility may not be assured,
the existence and estimated net realizable value of any underlying collateral
and guarantees securing the loans, and current economic and market conditions.
Although management uses the best information available, the level of the
allowance for loan losses remains an estimate, which is subject to significant
judgment and short-term change. Various regulatory agencies, as an integral part
of their examination process, periodically review the Corporation's provision
for loan losses. Such agencies may require the Corporation to make additional
provisions for loan losses based upon information available to them at the time
of their examination. Furthermore, the majority of the Corporation's loans are
secured by real estate in the State of New Jersey. Accordingly, the
collectibility of a substantial portion of the carrying value of the
Corporation's loan portfolio is susceptible to changes in local market
conditions and may be adversely affected should real estate values decline or
should New Jersey experience adverse economic conditions. Future adjustments to
the provision for loan losses may be necessary due to economic, operating,
regulatory and other conditions beyond the Corporation's control.
EXECUTIVE SUMMARY: The Corporation's net income for the first quarter of 2007
was $2.7 million as compared to $3.2 million for the first quarter of 2006, a
decline of $554 thousand, or 17.1 percent. Earnings per share were $0.32 per
diluted share in the first quarter of 2007 as compared to $0.39 per diluted
share for the first quarter of 2006. The primary factor contributing to the
decline in net income is the continued compression of the net interest margin,
which is explained below. Annualized return on average assets for the quarter
was 0.84 percent and annualized return on average equity was 10.28 percent for
the first quarter of 2007.
On a fully tax-equivalent basis, net interest income was $8.5 million in the
first quarter of 2007, a decline of $338 thousand or 3.8 percent from the same
quarter last year and the net interest margin was 2.81 percent for the first
quarter as compared to 2.94 percent for the same quarter of 2006 and 2.79
percent in the fourth quarter of 2006.
For the first quarter of 2007, average loans increased $95.9 million or 12.4
percent from $775.0 million for the first quarter of 2006 to $870.9 million. The
Corporation's long-term plan calls for a substantial shift in the asset mix,
with less emphasis on residential mortgages and more emphasis on higher yielding
commercial loans and commercial mortgages. As a result of this strategy, the
average commercial loan portfolio grew $31.8 million or 27.6 percent. The
average mortgage loan portfolio grew by $55.4 million or 9.0 percent. A majority
of the mortgage loan growth was in adjustable-rate residential mortgage loans.
Loan rates rose 24 basis points from the first quarter of 2006 to 6.05 percent
for the same quarter of 2007.
12
Average deposits grew $125.3 million or 12.4 percent in the first quarter of
2007, over the levels of the first quarter of 2006, to $1.14 billion. Deposit
gathering remains highly competitive and short-term market rates continue to
rise as is reflected in the rates paid on interest-bearing deposits. Rates paid
for interest-bearing deposits in the first quarter of 2007 were 3.63 percent as
compared to 2.67 percent for the first quarter of 2006, an increase of 96 basis
points.
EARNINGS ANALYSIS
NET INTEREST INCOME: Net interest income, on a tax-equivalent basis and before
the provision for loan losses, for the first quarter of 2007 was $8.5 million as
compared to $8.9 million for the first quarter of 2006, a decline of $338
thousand or 3.8 percent. On a fully tax-equivalent basis, the net interest
margin was 2.81 percent and 2.94 percent in the first quarter of 2007 and 2006,
respectively, a decrease of 13 basis points. Net interest income for the first
quarter of 2007, when compared to the fourth quarter of 2006, rose $60 thousand,
or 0.7 percent, to $8.5 million on a tax-equivalent basis. The net interest
margin, on a fully tax equivalent basis, increased from 2.79 percent in the
fourth quarter of 2006, to 2.81 percent in the first quarter of 2007. In the
past year, funding costs increased at a faster pace than yields on new loan
originations. However, costs of interest-bearing liabilities declined by 7 basis
points from the fourth quarter of 2006, as the federal funds target rate has
remained unchanged since July of 2006.
Average loans for the first quarter of 2007 increased $95.9 million or 12.4
percent to $870.9 million from $775.0 million for the first quarter of 2006. The
average mortgage loan portfolio grew by $55.4 million or 9.0 percent, during
this period, while the average commercial loan portfolio grew $31.8 million or
27.6 percent. Our long-term plan calls for a substantial shift in our asset mix,
with less emphasis on residential mortgages and more emphasis on higher yielding
commercial loans and commercial mortgages. We believe this material shift in our
asset mix will deliver substantially superior earnings performance over the
coming years. As reported above, improvement is already being seen in our net
interest margin in the first quarter of 2007 as compared to the fourth quarter
of 2006.
For the first quarter of 2007, average deposits grew $125.3 million, or 12.4
percent to $1.14 billion from $1.01 billion for the first quarter of 2006. Money
markets and certificates of deposit remain the Corporation's fastest growing
categories of deposits, and also pay the highest rates, averaging 4.06 percent
and 4.80 percent, respectively. For the first quarter of 2007, money market
accounts averaged $378.1 million, an increase of $95.1 million, or 33.6 percent,
over the same period in 2006, in large part due to the popularity of the high
yield money market account with customers. Average certificates of deposit for
the first quarter of 2007 and 2006 were $372.3 million and $322.6 million,
respectively, an increase of $49.6 million or 15.4 percent. Average short-term
borrowings declined $114.4 million from $118.6 million in the first quarter of
2006 to $4.3 million for the first quarter of 2007, a result of the strategic
decision to reduce exposure to high-cost, short-term borrowings and reduce
interest rate risk. Average demand deposits increased $3.8 million or 2.2
percent in the first quarter of 2007 from the year ago period.
On a tax-equivalent basis, average interest rates earned on interest-earning
assets rose 43 basis points to 5.76 percent for the first quarter of 2007 from
5.33 percent for the same quarter of 2006. Average interest rates earned on
investment securities were 5.02 percent for the first quarter of 2007 as
compared to 4.46 percent in the first quarter of 2006, an increase of 56 basis
points. As part of the balance sheet restructuring undertaken in the third
quarter of 2006, the Corporation sold lower yielding investment securities,
using some of the proceeds to purchase higher yielding securities. In the first
quarter of 2007, average interest rates earned on loans rose 24 basis points to
6.05 percent from 5.81 percent for the same period in 2006.
13
The average interest rate paid on interest-bearing liabilities in the first
quarter of 2007 and 2006 was 3.63 percent and 2.92 percent, a 71 basis point
increase. Average rates paid on money market accounts increased 103 basis points
to 4.06 percent for the first quarter of 2007, due, in large part, to the growth
in the High-Yield Money Market account compared to the growth in other money
market account products. On average, the High-Yield Money Market account has
grown by $160.3 million since the first quarter of 2006 and paid on average 4.09
percent in the first quarter of 2007. In the first quarter of 2007, certificates
of deposit paid an average rate of 4.80 percent as compared to 3.84 percent in
the same quarter of 2006, an increase of 96 basis points. The average rates paid
on borrowings declined from 4.34 percent in the first quarter of 2006 to 3.77
percent in the first quarter of 2006, due in part to the reduction in the total
borrowings outstanding.
The cost of funds increased to 3.07 percent for the first quarter of 2007 as
compared to 2.48 percent for the same period in 2006. Despite strong loan and
deposit growth, net interest income continues to be negatively affected by the
narrow gap between short and long term interest rates and the inverted yield
curve.
14
The following tables reflect the components of net interest income for the
periods indicated:
Average Balance Sheet
Unaudited
Quarters Ended
(Tax-Equivalent Basis, Dollars in Thousands)
March 31, 2007 March 31, 2006
-------------- --------------
Average Income/ Average Income/
Balance Expense Yield Balance Expense Yield
------- ------- ----- ------- ------- -----
ASSETS:
Interest-earnings assets:
Investments:
Taxable (1) $ 282,137 $ 3,509 4.97% $ 374,043 $ 4,065 4.35%
Tax-exempt (1) (2) 56,502 740 5.24 57,635 752 5.22
Loans (2) (3) 870,905 13,178 6.05 775,015 11,261 5.81
Federal funds sold 5,884 79 5.38 1,479 16 4.33
Interest-earning deposits 898 11 5.02 904 9 4.03
----------- ----------- ----------- ----------- ----------- -----------
Total interest-earning assets 1,216,326 $ 17,517 5.76% 1,209,076 $ 16,103 5.33%
----------- ----------- ----------- ----------- ----------- -----------
Noninterest -earning assets:
Cash and due from banks 23,127 21,893
Allowance for loan losses (6,770) (6,501)
Premises and equipment 24,406 21,716
Other assets 26,642 23,113
----------- -----------
Total noninterest-earning assets 67,405 60,221
----------- -----------
Total assets $ 1,283,731 $ 1,269,297
=========== ===========
LIABILITIES:
Interest-bearing deposits:
Checking $ 136,941 $ 282 0.82% $ 144,319 $ 196 0.54%
Money markets 378,082 3,837 4.06 283,022 2,146 3.03
Savings 72,574 124 0.68 88,395 150 0.68
Certificates of deposit 372,280 4,464 4.80 322,649 3,098 3.84
----------- ----------- ----------- ----------- ----------- -----------
Total interest-bearing deposits 959,877 8,707 3.63 838,385 5,590 2.67
Borrowings 27,930 263 3.77 150,054 1,628 4.34
----------- ----------- ----------- ----------- ----------- -----------
Total interest-bearing liabilities 987,807 8,970 3.63 988,439 7,218 2.92
----------- ----------- ----------- ----------- ----------- -----------
Noninterest bearing liabilities
Demand deposits 180,247 176,398
Accrued expenses and
other liabilities 10,967 4,893
----------- -----------
Total noninterest-bearing
liabilities 191,214 181,291
Shareholders' equity 104,710 99,567
----------- -----------
Total liabilities and
shareholders' equity $ 1,283,731 $ 1,269,297
=========== ===========
Net Interest income
(tax-equivalent basis) 8,547 8,885
Net interest spread 2.13% 2.41%
=========== ===========
Net interest margin (4) 2.81% 2.94%
=========== ===========
Tax equivalent adjustment (238) (309)
----------- -----------
Net interest income $ 8,309 $ 8,576
=========== ===========
15
Average Balance Sheet
Unaudited
Quarters Ended
(Tax-Equivalent Basis, Dollars in Thousands)
March 31, 2007 December 31, 2006
-------------- -----------------
Average Income/ Average Income/
Balance Expense Yield Balance Expense Yield
------- ------- ----- ------- ------- -----
ASSETS:
Interest-earnings assets:
Investments:
Taxable (1) $ 282,137 $ 3,509 4.97% $ 290,532 $ 3,634 5.00%
Tax-exempt (1) (2) 56,502 740 5.24 47,617 653 5.49
Loans (2) (3) 870,905 13,178 6.05 871,664 13,291 6.10
Federal funds sold 5,884 79 5.38 3,282 43 5.29
Interest-earning deposits 898 11 5.02 1,548 18 4.70
----------- ----------- ----------- ----------- ----------- -----------
Total interest-earning assets 1,216,326 $ 17,517 5.76% 1,214,643 $ 17,639 5.81%
----------- ----------- ----------- ----------- ----------- -----------
Noninterest -earning assets:
Cash and due from banks 23,127 23,068
Allowance for loan losses (6,770) (6,632)
Premises and equipment 24,406 23,649
Other assets 26,642 25,465
----------- -----------
Total noninterest-earning assets 67,405 65,550
----------- -----------
Total assets $ 1,283,731 $ 1,280,193
=========== ===========
LIABILITIES:
Interest-bearing deposits:
Checking $ 136,941 $ 282 0.82% $ 132,834 $ 301 0.91%
Money markets 378,082 3,837 4.06 357,379 3,705 4.15
Savings 72,574 124 0.68 75,773 132 0.70
Certificates of deposit 372,280 4,464 4.80 374,529 4,476 4.78
----------- ----------- ----------- ----------- ----------- -----------
Total interest-bearing deposits 959,877 8,707 3.63 940,515 8,614 3.66
Borrowings 27,930 263 3.77 48,638 538 4.42
----------- ----------- ----------- ----------- ----------- -----------
Total interest-bearing liabilities 987,807 8,970 3.63 989,153 9,152 3.70
----------- ----------- ----------- ----------- ----------- -----------
Noninterest bearing liabilities
Demand deposits 180,247 179,338
Accrued expenses and
other liabilities 10,967 6,962
----------- -----------
Total noninterest-bearing
liabilities 191,214 186,300
Shareholders' equity 104,710 104,740
----------- -----------
Total liabilities and
shareholders' equity $ 1,283,731 $ 1,280,193
=========== ===========
Net Interest income
(tax-equivalent basis) 8,547 8,487
Net interest spread 2.13% 2.11%
=========== ===========
Net interest margin (4) 2.81% 2.79%
=========== ===========
Tax equivalent adjustment (238) (271)
----------- -----------
Net interest income $ 8,309 $ 8,216
=========== ===========
(1) Average balances for available-for sale securities are based on
amortized cost.
(2) Interest income is presented on a tax-equivalent basis using a 35
percent federal tax rate.
(3) Loans are stated net of unearned income and include non-accrual loans.
(4) Net interest income on a tax-equivalent basis as a percentage of total
average interest-earning assets.
16
OTHER INCOME: Other income for the first quarter of 2007 was $3.20 million as
compared to $3.19 million in the first quarter of 2006, an increase of $17
thousand. PGB Trust and Investments, the Bank's trust division, generated $2.14
million in fee income in the first quarter of 2007, a decrease of $103 thousand
or 4.6 percent over the same quarter of 2006 due in part to a decline in trust
termination fees and executor fees. These fees, which are non-recurring, totaled
$48 thousand in the first quarter of 2007 as compared to $304 thousand recorded
in the year ago period. At March 31, 2007, the market value of trust assets
under administration was over $1.94 billion, an increase of $173.7 million or
9.8 percent over the market value at March 31, 2006.
The Corporation recorded $162 thousand of securities gain in the first quarter
of 2007 as compared to $51 thousand in the first quarter of 2006. Other income,
excluding trust fee income and securities gains, totaled $899 thousand for the
first three months of 2007 as compared to $890 thousand for the same period a
year ago.
The following table presents the components of other income for the periods
indicated:
Three Months Ended
March 31,
(In thousands) 2007 2006
-------- --------
Trust department income $ 2,142 $ 2,245
Service charges and fees 490 472
Bank owned life insurance 216 204
Other non-interest income 108 107
Safe deposit rental fees 66 63
Fees for other services 19 44
Securities gains 162 51
-------- --------
Total other income $ 3,203 $ 3,186
======== ========
OTHER EXPENSES: For the first quarter of 2007, other expenses totaled $7.56
million as compared to $7.12 million recorded in the first quarter of 2006, an
increase of $440 thousand or 6.2 percent. Salaries and benefits, the
Corporation's largest non-interest expense, was $4.25 million for the first
quarter of 2007 as compared to $3.86 million for the same quarter of 2006, an
increase of $395 thousand or 10.2 percent. In the past year, the Bank has added
new lenders who have contributed to the growth in the commercial and
construction loan portfolios. In addition, normal salary increases, branch
expansion, higher group health insurance and pension plan costs contributed to
the increase.
Premises and equipment expense increased $129 thousand, or 7.5 percent, from the
first quarter of 2006 to $1.85 million in the first quarter in 2006. The
increase is due in part to the additional expenses associated with a new branch
and new employees. While the Corporation strives to control costs, new branches
are vital to our future growth and profitability. Deposit and loan growth
continues as we add new markets and expand our staff to include professional
commercial lenders. The Corporation continues to strive to operate in an
efficient manner.
Excluding salaries and benefits and premises and equipment expenses, all other
expense categories in total declined to $1.45 million from $1.53 million, a
decrease of $84 thousand, or 5.5 percent. For the three months ended March 31,
2007, professional services increased $76 thousand, or 38.6 percent, due to
increased audit and legal fees, as well as higher recruitment fees to fill new
lending positions. Advertising expense declined $70 thousand, or 38.3 percent,
to $113 thousand for the three months ended March 31, 2007 as compared to the
same period a year ago and stationery and supplies declined $29 thousand, or
27.1 percent, to $78 thousand.
17
The following table presents the components of other income for the periods
indicated:
Three Months Ended
March 31,
(In thousands) 2007 2006
-------- ---------
Salaries and employee benefits $ 4,254 $ 3,859
Premises and equipment 1,854 1,725
Professional fees 273 197
Advertising 113 183
Telephone 106 92
Trust department expense 99 115
Postage 84 85
Stationery and supplies 78 107
Other expense 697 755
-------- --------
Total other expense $ 7,558 $ 7,118
======== ========
NON-PERFORMING ASSETS: Other real estate owned (OREO), loans past due in excess
of 90 days and still accruing, and non-accrual loans are considered
non-performing assets. These assets totaled $6.0 million and $106 thousand at
March 31, 2007 and 2006 respectively. Loans past due in excess of 90 days and
still accruing are in the process of collection and we believe to be well
secured. The increase in non-performing assets is primarily the result of two
commercial loans of $5.3 million, which we believe are well collateralized by
properties with appraised values in excess of the loan amounts. No loss of
principal or interest is anticipated. Peapack-Gladstone Bank has no sub-prime
loans, higher-interest rate loans to consumers with impaired or non-existent
credit histories, in its mortgage loan portfolio.
The following table sets forth non-performing assets on the dates indicated, in
conjunction with asset quality ratios:
Three Months Ended
March 31,
(In thousands) 2007 2006
--------- ---------
Loans past due in excess of 90 days and still
accruing $ 393 $ 38
Non-accrual loans 5,651 68
--------- ---------
Total non-performing assets $ 6,044 $ 106
========= =========
Non-performing loans as a % of total loans 0.68% 0.01%
Non-performing assets as a % of total loans plus
other real estate owned 0.68% 0.01%
Allowance as a % of total loans 0.78% 0.81%
PROVISION FOR LOAN LOSSES: The provision for loan losses was $125 thousand for
the first quarter of 2007 as compared to $39 thousand for the first quarter in
2006. In 2006, the provision for loan losses was offset by $61 thousand,
representing the provision for losses on letters of credit and unfunded lines of
credit, which was recorded in other expenses.
The amount of the loan loss provision and the level of the allowance for loan
losses are based upon a number of factors including management's evaluation of
probable losses inherent in the portfolio, after consideration of appraised
collateral values, financial condition and past credit history of the borrowers
as well as prevailing economic conditions.
For the first quarter of 2007, there were net recoveries of $1 thousand as
compared to net charge-offs of $3 thousand during the first quarter of 2006.
18
A summary of the allowance for loan losses for the periods indicated:
(In thousands) 2007 2006
-------- --------
Balance, January 1, $ 6,768 $ 6,378
Provision charged to expense 125 39
Charge-offs -- (4)
Recoveries 1 1
-------- --------
Balance, March 31, $ 6,894 $ 6,414
======== ========
INCOME TAXES: Income tax expense as a percentage of pre-tax income was 29.7
percent and 29.5 percent for the three months ended March 31, 2007 and 2006,
respectively. Pre-tax income declined from $4.6 million for the first three
months of 2006 to $3.8 million for the same period in 2007.
CAPITAL RESOURCES: The Corporation is committed to maintaining a strong capital
position. At March 31, 2007, total shareholders' equity, including net
unrealized losses on securities available for sale, was $105.6 million,
representing an increase in total shareholders' equity from what was recorded at
December 31, 2006, of $1.8 million or 1.7 percent. The Federal Reserve Board has
adopted risk-based capital guidelines for banks. The minimum guideline for the
ratio of total capital to risk-weighted assets is 8 percent. Tier 1 Capital
consists of common stock, retained earnings, minority interests in the equity
accounts of consolidated subsidiaries and non-cumulative preferred stock, less
goodwill and certain other intangibles. The remainder may consist of other
preferred stock, certain other instruments and a portion of the allowance for
loan loss. At March 31, 2007, the Corporation's Tier 1 Capital and Total Capital
ratios were 15.51 percent and 16.51 percent, respectively.
In addition, the Federal Reserve Board has established minimum leverage ratio
guidelines. These guidelines provide for a minimum ratio of Tier 1 Capital to
average total assets of 3 percent for banks that meet certain specified
criteria, including having the highest regulatory rating. All other banks are
generally required to maintain a leverage ratio of at least 3 percent plus an
additional 100 to 200 basis points. The Corporation's leverage ratio at March
31, 2007, was 8.37 percent.
LIQUIDITY: Liquidity refers to an institution's ability to meet short-term
requirements in the form of loan requests, deposit withdrawals and maturing
obligations. Principal sources of liquidity include cash, temporary investments
and securities available for sale.
Management's opinion is that the Corporation's liquidity position is sufficient
to meet future needs. Cash and cash equivalents, interest earning deposits and
federal funds sold totaled $48.7 million at March 31, 2007. In addition, the
Corporation has $276.2 million in securities designated as available for sale.
These securities can be sold in response to liquidity concerns or pledged as
collateral for borrowings as discussed below. Book value as of March 31, 2007,
of investment securities and securities available for sale maturing within one
year amounted to $12.2 million and $19.7 million, respectively.
The primary source of funds available to meet liquidity needs is the
Corporation's core deposit base, which excludes certificates of deposit greater
than $100 thousand. As of March 31, 2007, core deposits equaled $1.0 billion.
Another source of liquidity is borrowing capacity. The Corporation has a variety
of sources of short-term liquidity available, including federal funds purchased
from correspondent banks, short-term and long-term borrowings from the Federal
Home Loan Bank of New York, access to the Federal Reserve Bank discount window
and loan participations of sales of loans. The Corporation also generates
liquidity from the regular principal payments made on its mortgage-backed
securities and loan portfolios.
19
RECENT ACCOUNTING PRONOUNCEMENTS: In February 2007, the Financial Accounting
Standards Board (FASB) issued FASB Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." Statement 159 provides companies
with an option to report selected financial assets and liabilities at fair
value. Statement 159's objective is to reduce both complexity in accounting for
financial instruments and the volatility in earnings caused by measuring related
assets and liabilities differently. Statement 159 is effective as of the
beginning of an entity's first fiscal year beginning after November 15, 2007.
Early adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that fiscal
year and also elects to apply the provisions of Statement 157. The Corporation
is still evaluating the impact the adoption of Statement No. 159 will have on
its future consolidated financial statements.
In September 2006, the FASB issued Statement No. 157, "Fair Value Measurements."
Statement 157 defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. Statement 157
establishes a fair value hierarchy about the assumptions used to measure fair
value and clarifies assumptions about risk and the effect of a restriction on
the sale or use of an asset. The standard is effective for fiscal years
beginning after November 15, 2007. The Corporation is still evaluating the
impact the adoption of Statement No. 157 will have on its future consolidated
financial statements.
In September 2006, the FASB Emerging Issues Task Force (EITF) finalized Issue
No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit
Aspects of Endorsement Split-Dollar Life Insurance Arrangements." EITF 06-4
requires that a liability be recorded during the service period when a
split-dollar life insurance agreement continues after participants' employment
or retirement. The required accrued liability will be based on either the
post-employment benefit cost for the continuing life insurance or based on the
future death benefit depending on the contractual terms of the underlying
agreement. EITF 06-4 is effective for fiscal years beginning after December 15,
2007. The Corporation is still evaluating the impact of the adoption of EITF
06-4.
In September 2006, the FASB EITF finalized Issue No. 06-5, "Accounting for
Purchases of Life Insurance - Determining the Amount That Could Be Realized in
Accordance with FASB Technical Bulletin No. 85-4" (Accounting for Purchases of
Life Insurance). EITF 06-5 requires that a policyholder consider contractual
terms of a life insurance policy in determining the amount that could be
realized under the insurance contract. EITF 06-5 also requires that if the
contract provides for a greater surrender value if all individual policies in a
group are surrendered at the same time, that the surrender value be determined
based on the assumption that policies will be surrendered on an individual
basis. Lastly, EITF 06-5 discusses whether the cash surrender value should be
discounted when the policyholder is contractually limited in its ability to
surrender a policy. EITF 06-5 is effective for fiscal years beginning after
December 15, 2006. The adoption of EITF 06-5 did not have a material impact on
the financial statements.
In March 2006, the FASB issued Statement No. 156, "Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140." Statement 156
provides the following: 1) revised guidance on when a servicing asset and
servicing liability should be recognized; 2) requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, if practicable; 3) permits an entity to elect to measure servicing assets
and servicing liabilities at fair value each reporting date and report changes
in fair value in earnings in the period in which the changes occur; 4) upon
initial adoption, permits a one-time reclassification of available-for-sale
securities to trading securities for securities which are identified as
offsetting the entity's exposure to changes in the fair value of servicing
assets or liabilities that a servicer elects to subsequently measure at fair
value; and 5) requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of financial
position and additional footnote disclosures. Statement 156 is effective as of
the beginning of an entity's first fiscal year that begins after September 15,
2006 with the effects of initial adoption being reported as a cumulative-effect
adjustment to retained earnings. The Corporation does not expect the adoption of
Statement 156 will have a material impact on its consolidated financial
statements.
20
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to information required regarding
quantitative and qualitative disclosures about market risk from the end of the
preceding fiscal year to the date of the most recent interim financial
statements (March 31, 2007).
ITEM 4. Controls and Procedures
The Corporation's Chief Executive Officer and Chief Financial Officer, with the
assistance of other members of the Corporation's management, have evaluated the
effectiveness of the Corporation's disclosure controls and procedures as of the
end of the period covered by this Quarterly report on Form 10-Q. Based on such
evaluation, the Corporation's Chief Executive Officer and Chief Financial
Officer have concluded that the Corporation's disclosure controls and procedures
are effective.
The Corporation's Chief Executive Officer and Chief Financial Officer have also
concluded that there have not been any changes in the Corporation's internal
control over financial reporting that have materially affected, or is reasonable
likely to materially affect, the Corporation's internal control over financial
reporting.
The Corporation's management, including the CEO and CFO, does not expect that
our disclosure controls and procedures of our internal controls will prevent all
errors and all fraud. A control system, no matter how well conceived and
operated, provides reasonable, not absolute, assurance that the objectives of
the control system are met. The design of a control system reflects resource
constraints; the benefits of controls must be considered relative to their
costs. Because there are inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Corporation have been or will be
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty that breakdowns occur because of simple error or
mistake. Controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all future conditions; over time,
control may become inadequate because of changes in conditions or deterioration
in the degree of compliance with the policies or procedures. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.
PART II. OTHER INFORMATION
ITEM 1A. Risk Factors
There were no material changes in the Corporation's risk factors during the
three months ended March 31, 2007 from the risk factors disclosed in Part I,
Item 1A of the Corporation's Annual Report on Form 10-K for the year ended
December 31, 2006.
21
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Total Number of
Shares Maximum Number
Total Purchased as Of Shares That May
Number of Average Part of Publicly Yet be Purchased
Shares Price Paid Announced Plans Under the Plans or
Period Purchased Per Share Or Programs Programs
------------------- ------------ ------------ ------------------- -------------------
January 1-31, 2007 -- $ -- -- 89,100
February 1-28, 2007 -- -- -- 89,100
March 1-31, 2007 -- -- -- 89,100
------------ ------------ ------------------- -------------------
Total -- $ -- --
============ ============ =================== ===================
On April 15, 2005, the Board of Directors of Peapack-Gladstone Financial
Corporation announced the authorization of a stock repurchase plan. The Board
authorized the purchase of up to 150,000 shares of outstanding common stock, to
be made from time to time, in the open market or in privately negotiated
transactions, at prices not exceeding prevailing market prices. On April 19,
2007, the Board of Directors authorized another extension of the stock buyback
program for an additional twelve months to April 19, 2008.
ITEM 6. Exhibits
3 Articles of Incorporation and By-Laws:
A. Restated Certificate of Incorporation as in effect on the date of
this filing is incorporated herein by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003.
B. Amended By-Laws of the Registrant as in effect on the date of
this filing are incorporated herein by reference to the
Registrant's Current Report on Form 8-K filed on April 27, 2007.
31.1 Certification of Frank A. Kissel, Chief Executive Officer of the
Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
31.2 Certification of Arthur F. Birmingham, Chief Financial Officer of the
Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act Of 2002, signed by Frank A.
Kissel, Chief Executive Officer of the Corporation, and Arthur F.
Birmingham, Chief Financial Officer of the Corporation.
22
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.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Registrant)
DATE: May 3, 2007 By: /s/ Frank A. Kissel
----------------------------------------------------
Frank A. Kissel
Chairman of the Board and Chief Executive Officer
DATE: May 3, 2007 By: /s/ Arthur F. Birmingham
----------------------------------------------------
Arthur F. Birmingham
Executive Vice President and Chief Financial Officer
23
EXHIBIT INDEX
Number Description
------ -----------
3 Articles of Incorporation and By-Laws:
A. Restated Certificate of Incorporation as in effect on the date of
this filing is incorporated herein by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003.
B. Amended By-Laws of the Registrant as in effect on the date of
this filing are incorporated herein by reference to the
Registrant's Current Report on Form 8-K filed on April 27, 2007.
31.1 Certification of Frank A. Kissel, Chief Executive Officer of the
Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
31.2 Certification of Arthur F. Birmingham, Chief Financial Officer of the
Corporation, pursuant to Securities Exchange Act Rule 13a-14(a).
32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act Of 2002, signed by Frank A.
Kissel, Chief Executive Officer of the Corporation, and Arthur F.
Birmingham, Chief Financial Officer of the Corporation.
24