form10q-117431_pgfc.htm
 

 
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 June 30, 2011

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.)


500 Hills Drive, Suite 300
Bedminster, New Jersey 07921-1538
(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 ý       No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o       No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer o
 
Accelerated filer ý
Non-accelerated filer (do not check if a smaller reporting company) o
 
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No ý

Number of shares of Common Stock outstanding as of August 1, 2011:
8,825,882

 
1

 


PEAPACK-GLADSTONE FINANCIAL CORPORATION
PART 1  FINANCIAL INFORMATION


Item 1
 
 
Page 3
 
Page 4
 
Page 5
 
Page 6
 
Page 7
Item 2
Page 30
Item 3
Page 43
Item 4
Page 43


PART 2  OTHER INFORMATION


Item 1A
Page 44
Item 2
Page 44
Item 6
Page 44


 
2


Item 1.  Financial Statements (Unaudited)

PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands)
(Unaudited)

   
June 30,
   
December 31,
 
   
2011
   
2010
 
ASSETS
           
Cash and due from banks
  $ 8,678     $ 6,490  
Federal funds sold
    100       100  
Interest-earning deposits
    51,606       56,097  
   Total cash and cash equivalents
    60,384       62,687  
                 
Investment securities held to maturity (approximate fair
               
   value $140,589 in 2011 and $138,438 in 2010)
    140,572       140,277  
Securities available for sale
    249,837       275,076  
FHLB and FRB Stock, at cost
    4,704       4,624  
                 
Loans Held for Sale, at fair value
    1,813       -  
                 
Loans
    965,757       932,497  
   Less:  Allowance for loan losses
    14,056       14,282  
   Net Loans
    951,701       918,215  
                 
Premises and equipment
    33,098       33,820  
Other real estate owned
    3,000       4,000  
Accrued interest receivable
    4,391       4,231  
Bank owned life insurance
    27,537       27,074  
Deferred tax assets, net
    24,689       25,725  
Other assets
    9,014       9,696  
     TOTAL ASSETS
  $ 1,510,740     $ 1,505,425  
                 
LIABILITIES
               
Deposits:
               
   Noninterest-bearing demand deposits
  $ 238,788     $ 228,764  
   Interest-bearing deposits:
               
     Checking
    322,801       290,322  
     Savings
    86,828       80,799  
     Money market accounts
    507,159       524,449  
     Certificates of deposit $100,000 and over
    73,186       79,311  
     Certificates of deposit less than $100,000
    132,949       147,901  
Total deposits
    1,361,711       1,351,546  
Federal Home Loan Bank advances
    20,905       24,126  
Capital lease obligation
    6,426       6,304  
Accrued expenses and other liabilities
    6,489       5,733  
     TOTAL LIABILITIES
    1,395,531       1,387,709  
                 
SHAREHOLDERS’ EQUITY
               
Preferred stock (no par value; authorized 500,000 shares; issued 14,341
               
   shares at June 30, 2011 and 21,513 at December 31, 2010;
               
   liquidation preference of $1,000 per share)
    13,898       20,746  
Common stock (no par value; $0.83 per share; authorized 21,000,000
               
   shares; issued shares, 9,234,060 at June 30, 2011 and 9,199,038
               
   at December 31, 2010; outstanding shares 8,825,882 at June
               
   30, 2011 and 8,790,860 at December 31, 2010)
    7,679       7,650  
Surplus
    95,973       95,586  
Treasury stock at cost, 408,178 shares at June 30, 2011 and
               
   408,178 shares at December 31, 2010
    (8,988 )     (8,988 )
Retained earnings
    7,331       4,693  
Accumulated other comprehensive loss, net of income tax
    (684 )     (1,971 )
     TOTAL SHAREHOLDERS’ EQUITY
    115,209       117,716  
     TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
  $ 1,510,740     $ 1,505,425  

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
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
INTEREST INCOME
                       
Interest and fees on loans
  $ 11,655     $ 12,756     $ 23,385     $ 25,731  
Interest on investment securities:
                               
   Taxable
    606       542       1,217       1,056  
   Tax-exempt
    91       123       184       264  
Interest on securities available for sale:
                               
   Taxable
    1,603       1,862       3,261       3,858  
   Tax-exempt
    119       139       240       279  
Interest on loans held for sale
    5       -       21       -  
Interest-earning deposits
    20       28       48       52  
   Total interest income
    14,099       15,450       28,356       31,240  
INTEREST EXPENSE
                               
Interest on savings and interest-bearing deposit
                               
   accounts
    925       1,518       1,904       3,120  
Interest on certificates of deposit over $100,000
    268       419       553       924  
Interest on other time deposits
    445       684       935       1,496  
Interest on borrowed funds
    198       291       401       615  
Interest on capital lease obligation
    80       51       159       51  
   Total interest expense
    1,916       2,963       3,952       6,206  
   NET INTEREST INCOME BEFORE
                               
   PROVISION FOR LOAN LOSSES
    12,183       12,487       24,404       25,034  
Provision for loan losses
    2,000       2,750       4,000       5,150  
                                 
   NET INTEREST INCOME AFTER
                               
   PROVISION FOR LOAN LOSSES
    10,183       9,737       20,404       19,884  
OTHER INCOME
                               
Trust department income
    2,829       2,686       5,547       5,050  
Service charges and fees
    755       691       1,458       1,348  
Bank owned life insurance
    261       219       512       416  
Securities gains/(losses), net
    277       2       473       2  
Other income
    202       188       503       443  
   Total other income
    4,324       3,786       8,493       7,259  
OPERATING EXPENSES
                               
Salaries and employee benefits
    5,817       5,704       11,790       11,413  
Premises and equipment
    2,386       2,588       4,736       4,960  
FDIC insurance expense
    397       552       1,001       1,138  
Other expenses
    2,435       2,161       4,751       4,024  
   Total operating expenses
    11,035       11,005       22,278       21,535  
INCOME BEFORE INCOME TAX EXPENSE
    3,472       2,518       6,619       5,608  
Income tax expense
    1,304       762       2,310       1,727  
   NET INCOME
    2,168       1,756       4,309       3,881  
Dividends on preferred stock and accretion
    219       324       789       1,034  
    NET INCOME AVAILABLE TO COMMON
                               
    SHAREHOLDERS
  $ 1,949     $ 1,432     $ 3,520     $ 2,847  
EARNINGS PER COMMON SHARE
                               
Basic
  $ 0.22     $ 0.16     $ 0.40     $ 0.32  
Diluted
  $ 0.22     $ 0.16     $ 0.40     $ 0.32  
WEIGHTED AVERAGE NUMBER OF COMMON
                               
SHARES OUTSTANDING
                               
Basic
    8,824,169       8,783,615       8,822,125       8,781,203  
Diluted
    8,824,421       8,785,245       8,822,626       8,781,733  
 
 
See accompanying notes to consolidated financial statements.

 
4


PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
Six Months Ended June 30, 2011


                                 
Accumulated
       
                                 
Other
       
(In Thousands, Except
 
Preferred
   
Common
         
Treasury
   
Retained
   
Comprehensive
       
  Per Share Data)
 
Stock
   
Stock
   
Surplus
   
Stock
   
Earnings
   
Income/(Loss)
   
Total
 
                                           
Balance at January 1, 2011
                                         
  8,790,860 Common Shares
                                         
  Outstanding
  $ 20,746     $ 7,650     $ 95,586     $ (8,988 )   $ 4,693     $ (1,971 )   $ 117,716  
                                                         
Comprehensive Income:
                                                       
  Net Income 2011
                                    4,309               4,309  
  Unrealized  Holding Gains on
                                                       
     Securities Arising During the
                                                       
     Period, Net of Amortization
                                                       
     (Net of Income Tax
                                                       
     Expense of $1,116)
                                            1,594          
  Less: Reclassification
                                                       
    Adjustment for Gain
                                                       
    Included in Net Income (Net
                                                       
    of Income Tax Expense
                                                       
    of $166)
                                            307          
Net Unrealized Holding
                                                       
   Gains on Securities Arising
                                                       
   During the Period (Net of
                                                       
   Income Tax Expense
                                                       
   of $950)
                                            1,287       1,287  
Total Comprehensive Income
                                                    5,596  
Issuance of Restricted Stock
                                                       
28,732 shares
            24       (24 )                             -  
Amortization of Restricted Stock
                    124                               124  
Redemption of Preferred Stock
                                                       
   7,172 shares
    (7,172 )                                             (7,172 )
Accretion of Discount on
                                                       
   Preferred Stock
    324                               (324 )             -  
Cash Dividends Declared on
                                                       
   Common Stock
                                    (882 )             (882 )
   ($0.05 per share)
                                                       
Cash Dividends Declared on
                                                       
   Preferred Stock
                                    (465 )             (465 )
Common Stock Option Expense
                    212                               212  
Sales of Shares (Dividend
                                                       
   Reinvestment Program),
                                                       
   6,290 shares
            5       75                               80  
Balance at June 30, 2011
                                                       
  8,825,882 Common Shares
                                                       
  Outstanding
  $ 13,898     $ 7,679     $ 95,973     $ (8,988 )   $ 7,331     $ (684 )   $ 115,209  
                                                         


 
5


PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
   
Six Months Ended June 30,
 
   
2011
   
2010
 
OPERATING ACTIVITIES:
           
Net income:
  $ 4,309     $ 3,881  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    1,432       1,695  
Amortization of premium and accretion of discount on securities, net
    1,390       69  
Amortization of restricted stock
    124       76  
Provision for loan losses
    4,000       5,150  
Provision for deferred taxes
    445       (559 )
Stock-based compensation
    212       151  
Gains on security sales, available for sale
    (473 )     (2 )
Loans originated for sale
    (15,616 )     (25,965 )
Proceeds from sales of loans
    14,050       26,238  
Gains on loans sold
    (247 )     (273 )
Gains on sale of other real estate owned
    (47 )     (15 )
Increase in cash surrender value of life insurance, net
    (463 )     (380 )
Increase in accrued interest receivable
    (153 )     (89 )
Decrease/(increase) in other assets
    324       (787 )
(Decrease)/increase in accrued expenses and other liabilities
    (284 )     8,810  
   NET CASH PROVIDED BY OPERATING ACTIVITIES
    9,003       18,000  
INVESTING ACTIVITIES:
               
Proceeds from maturities of investment securities held to maturity
    12,761       9,205  
Proceeds from maturities of securities available for sale
    30,320       19,094  
Proceeds from calls of investment securities held to maturity
    10,105       11,458  
Proceeds from calls of securities available for sale
    40,000       99,326  
Proceeds from sales of securities available for sale
    33,246       1,763  
Purchase of investment securities held to maturity
    (23,421 )     (32,837 )
Purchase of securities available for sale
    (81,627 )     (98,296 )
Net (increase)/decrease in loans
    (31,723 )     19,795  
Proceeds from sales of other real estate owned
    1,238       335  
Purchases of premises and equipment
    (710 )     (2,483 )
   NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES
    (9,811 )     27,360  
FINANCING ACTIVITIES:
               
Net increase/(decrease) in deposits
    10,165       (38,314 )
Repayments of Federal Home Loan Bank advances
    (3,221 )     (8,157 )
Redemption of preferred stock
    (7,172 )     (7,172 )
Cash dividends paid on preferred stock
    (465 )     (588 )
Cash dividends paid on common stock
    (882 )     (878 )
Sales of shares (DRIP Program)
    80       69  
   NET CASH USED IN FINANCING ACTIVITIES
    (1,495 )     (55,040 )
Net decrease in cash and cash equivalents
    (2,303 )     (9,680 )
Cash and cash equivalents at beginning of period
    62,687       79,972  
Cash and cash equivalents at end of period
  $ 60,384     $ 70,292  
Supplemental disclosures of cash flow information:
               
Cash paid during the period for:
               
   Interest
  $ 3,970     $ 6,560  
   Income taxes
    2,208       3,120  
Transfer of loans to other real estate owned
    191       170  
Acquisition of leased premises
    -       6,097  
Security purchases settled in subsequent period
    1,162       -  
                 
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, 2010 for Peapack-Gladstone Financial Corporation (the “Corporation”).

Principles of Consolidation: The Corporation considers that all adjustments 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.

Securities: Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available for sale.  Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Management evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, Management considers the extent and duration of the unrealized loss and the financial condition and near-term prospects of the issuer.  Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary impairment related to credit loss, which must be recognized in the income statement and 2) other-than-temporary impairment related to other factors, which is recognized in other comprehensive income.  The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.


 
7


Loans: Loans are considered past due when they are not paid in accordance with contractual terms. The accrual of income on loans, including impaired loans, is discontinued if, in the opinion of Management, principal or interest is not likely to be paid in accordance with the terms of the loan agreement, or when principal or interest is past 90 days or more and collateral, if any, is insufficient to cover principal and interest. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. A non-accrual loan is returned to accrual status only when interest and principal payments are brought current and future payments are reasonably assured. Commercial loans are generally charged off after an analysis is completed which indicates that collectability of the full principal balance is in doubt. Consumer loans are generally charged off after they become 120 days past due. Subsequent payments are credited to income only if collection of principal is not in doubt. If principal and interest payments are brought contractually current and future collectability is reasonably assured, loans are returned to accrual status. Mortgage loans are generally charged off when the value of the underlying collateral does not cover the outstanding principal balance. The majority of the Corporation’s loans are secured by real estate in the State of New Jersey.

Allowance for Loan Losses:  The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when Management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in Management’s judgment, should be charged off.

The allowance consists of specific and general components. The specific component of the allowance relates to loans that are individually classified as impaired.

A loan is impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and are evaluated for impairment. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

All loans are individually evaluated for impairment when loans are classified as substandard by Management. If a loan is considered impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral less estimated disposition costs if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment while they are performing assets. If and when a residential mortgage is placed on nonaccrual status and in the process of collection, such as through a foreclosure action, then they are evaluated for impairment on an individual basis and the loan is reported, net, at the fair value of the collateral less estimated disposition costs.


 
8


A troubled debt restructuring is a renegotiated loan with concessions made by the lender to a borrower who is experiencing financial difficulty. Troubled debt restructurings are separately identified for impairment and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral, less estimated disposition costs.  For troubled debt restructurings that subsequently default, the Corporation determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component of the allowance covers un-impaired loans and is based primarily on the Bank’s historical loss experience adjusted for current factors.  The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Corporation on a weighted average basis over the previous two years.  This actual loss experience is adjusted by other qualitative factors based on the risks present for each portfolio segment.  These economic factors include consideration of the following:  levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

In determining an appropriate amount for the allowance, the Bank segments and evaluates the loan portfolio based on Federal call report codes. The following portfolio segments have been identified:

 
a)
Primary residential mortgage – comprised of conventional 1-4 family residential mortgage loans and commercial loans or other consumer purpose loans secured by a residential mortgage.
 
 
b)
Home equity lines of credit
 
 
c)
Junior lien loan on residence – comprised of loans secured by junior liens on residences of which the majority were for consumer purposes and the remaining were for commercial business purposes.
 
 
d)
Multifamily property – comprised of loans secured by apartment buildings.
 
 
e)
Owner-occupied commercial real estate – comprised of loans secured by primary commercial mortgages where the borrower used all or a majority of the property to conduct its own business or the business of a related entity.
 
 
f)
Investment commercial real estate – comprised of loans secured by primary commercial mortgages where all or most of the property was not being used by the borrower or a related entity. These properties consist of office buildings, retail stores, warehouses and mixed-use properties.
 
 
g)
Commercial and industrial – comprised of loans to business entities which were secured by the assets of the business.
 
 
h)
Commercial construction – comprised of construction loans for the development of commercial projects such as office buildings, retail shopping centers and apartments.
 
 
i)
Consumer and other – comprised of consumer loans, loans to government entities and loans to not-for-profit entities.


 
9


Stock-Based Compensation:  The Corporation has stock option plans that allow the granting of shares of the Corporation’s common stock as incentive stock options, nonqualified stock options, restricted stock awards and stock appreciation rights to directors, officers, employees and independent contractors of the Corporation and its subsidiaries.  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 June 30, 2011 and 2010, the Corporation recorded total compensation cost for stock options of $105 thousand and $76 thousand respectively, with a recognized tax benefit of $18 thousand for the quarter ended June 30, 2011 and $12 thousand for the June 30, 2010 quarter. The Corporation recorded total compensation cost for stock options for the six months ended June 30, 2011 and 2010, of $212 thousand and $151 thousand, respectively, with a recognized tax benefit of $36 thousand for the six months ended June 30, 2011 and $25 thousand for the six months ended June 30, 2010.

There was approximately $823 thousand of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Corporation’s stock incentive plans at June 30, 2011. That cost is expected to be recognized over a weighted average period of 1.5 years.

For the Corporation’s stock option plans, changes in options outstanding during the six months ended June 30, 2011 were as follows:

   
Number
   
Exercise
   
Weighted
   
Aggregate
 
   
of
   
Price
   
Average
   
Intrinsic
 
(Dollars in thousands except share data)
 
Shares
   
Per Share
   
Exercise Price
   
Value
 
Balance, January 1, 2011
    578,763     $ 10.83-$31.43     $ 23.75        
Granted
    58,400       12.79-13.62       13.52        
Expired
    (66,875 )     12.97-27.51       15.78        
Forfeited
    (2,791 )     13.00-27.00       15.21        
Balance, June 30, 2011
    567,497     $ 10.83-$31.43     $ 23.70     $ 0  
Vested and Expected to Vest (1)
    541,962     $ 10.83-$31.43     $ 24.06     $ 3  
Exercisable at June 30, 2011
    417,293     $ 11.05-$31.43     $ 26.39     $ 0  

 
(1)
Does not include shares which are not expected to vest as a result of anticipated forfeitures.

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Corporation’s closing stock price on the last trading day of the second quarter of 2011 and the exercise price, multiplied by the number of in-the-money options).  The Corporation’s closing stock price on June 30, 2011 was $11.78; therefore, there was almost no intrinsic value in the stock options outstanding at that date.

There were no stock options exercised during the six months ended June 30, 2011 or 2010.

The per share weighted-average fair value of stock options granted during the first six months of 2011 and 2010 for all plans was $3.92 and $7.89, respectively, on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions:

   
2011
 
2010
Dividend yield
    1.51 %     1.30 %
Expected volatility
    30 %     72 %
Expected life
 
7 years
 
7 years
Risk-free interest rate
    2.04 %     2.94 %


 
10


In January 2011 and 2010, the Corporation issued 28,732 and 55,993 restricted stock awards, respectively, at a fair value equal to the market price of the Corporation’s common stock at the date of the grant. The awards fully vest on the fifth anniversary of the grant date. The Corporation recorded total compensation cost for restricted stock awards of $66 thousand for the second quarter of 2011 and $37 thousand for the same quarter of 2010.  For the six months ended June 30, 2011 and 2010, the Corporation recorded total compensation cost for restricted stock awards of $124 thousand and $75 thousand respectively.

As of June 30, 2011, there was approximately $867 thousand of unrecognized compensation cost related to non-vested restricted stock awards granted under the Corporation’s stock incentive plans.  That cost is expected to be recognized over a weighted average period of 1.9 years.

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, stock options, were issued during the reporting period utilizing the Treasury stock method.

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(In Thousands, except per share data)
 
2011
   
2010
   
2011
   
2010
 
                         
Net Income to Common Shareholders
  $ 1,949     $ 1,432     $ 3,520     $ 2,847  
                                 
Basic Weighted-Average Common
                               
  Shares Outstanding
    8,824,169       8,783,615       8,822,125       8,781,203  
Plus:  Common Stock Equivalents
    252       1,630       501       530  
Diluted Weighted-Average Common
                               
  Shares Outstanding
    8,824,421       8,785,245       8,822,626       8,881,733  
Net Income Per Common Share
                               
Basic
  $ 0.22     $ 0.16     $ 0.40     $ 0.32  
Diluted
    0.22       0.16       0.40       0.32  

Stock options and warrants with an exercise price below the Corporation’s market price equal to 717,793 and 674,584 shares were not included in the computation of diluted earnings per share in the second quarters of 2011 and 2010, respectively, because they were antidilutive to the earnings per share calculation.  Stock options and warrants with an exercise price below the Corporation’s market price equal to 717,793 and 729,370 shares were not included in the computation of diluted earnings per share in the six months ended June 30, 2011 and 2010, respectively, because they were antidilutive to the earnings per share calculation.

Income Taxes:   The Corporation files a consolidated Federal income tax return and separate state income tax returns for each subsidiary based on current laws and regulations.

The Corporation is no longer subject to examination by the U.S. Federal tax authorities for years prior to 2007 or by New Jersey tax authorities for years prior to 2006.

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 June 30, 2011.


 
11


Comprehensive Income:  Comprehensive income consists of net income and the change during the period in the Corporation’s net unrealized gains and losses on securities available for sale during the applicable period of time less adjustments for realized gains and losses, net amortization of the unrealized loss on securities transferred to held to maturity from available for sale and accretion of the non-credit component on certain held to maturity securities with other-than-temporary impairment charges in previous periods. Total comprehensive income for the second quarter of 2011 was $3.5 million as compared to total comprehensive income of $2.6 million for the same quarter in 2010. Total comprehensive income for the six months ended June 30, 2011 was $5.6 million and the total comprehensive income for the same period in 2010 was $4.8 million.

Reclassification:  Certain reclassifications have been made in the prior periods’ financial statements in order to conform to the 2011 presentation.

 
2.  INVESTMENT SECURITIES HELD TO MATURITY

A summary of amortized cost and approximate fair value of investment securities held to maturity included in the consolidated statements of condition as of June 30, 2011 and December 31, 2010 follows:

   
June 30, 2011
 
         
Gross
   
Gross
   
Approximate
 
   
Carrying
   
Unrecognized
   
Unrecognized
   
Fair
 
(In Thousands)
 
Amount
   
Gains
   
Losses
   
Value
 
U.S. Government-Sponsored Entities
  $ 52,387     $ 17     $ (103 )   $ 52,301  
Mortgage-Backed Securities -
                               
   Residential
    60,180       1,186       (167 )     61,199  
State and Political Subdivisions
    18,899       140       -       19,039  
Trust Preferred Pooled Securities
    9,106       -       (1,056 )     8,050  
    Total
  $ 140,572     $ 1,343     $ (1,326 )   $ 140,589  

   
December 31, 2010
 
         
Gross
   
Gross
   
Approximate
 
   
Carrying
   
Unrecognized
   
Unrecognized
   
Fair
 
(In Thousands)
 
Amount
   
Gains
   
Losses
   
Value
 
U.S. Government-Sponsored Entities
  $ 45,485     $ 11     $ (790 )   $ 44,706  
Mortgage-Backed Securities -
                               
   Residential
    67,745       921       (494 )     68,172  
State and Political Subdivisions
    17,671       184       (31 )     17,824  
Trust Preferred Pooled Securities
    9,376       -       (1,640 )     7,736  
    Total
  $ 140,277     $ 1,116     $ (2,955 )   $ 138,438  


 
12


The following tables present the Corporation’s investment securities held to maturity with continuous unrealized losses and the approximate fair value of these investments as of June 30, 2011 and December 31, 2010.

   
June 30, 2011
 
         
Duration of Unrealized Loss
       
   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Approximate
         
Approximate
         
Approximate
       
   
Fair
   
Unrecognized
   
Fair
   
Unrecognized
   
Fair
   
Unrecognized
 
(In Thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
U.S. Government-
                                   
  Sponsored
                                   
  Entities
  $ 40,995     $ (103 )   $ -     $ -     $ 40,995     $ (103 )
Mortgage-Backed
                                               
  Securities -
                                               
  Residential
    12,142       (167 )     -       -       12,142       (167 )
Trust Preferred
                                               
  Pooled Securities
    -       -       2,210       (1,056 )     2,210       (1,056 )
Total
  $ 53,137     $ (270 )   $ 2,210     $ (1,056 )   $ 55,347     $ (1,326 )

   
December 31, 2010
 
         
Duration of Unrealized Loss
       
   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Approximate
         
Approximate
         
Approximate
       
   
Fair
   
Unrecognized
   
Fair
   
Unrecognized
   
Fair
   
Unrecognized
 
(In Thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
U.S. Government-
                                   
  Sponsored
                                   
  Entities
  $ 39,707     $ (790 )   $ -     $ -     $ 39,707     $ (790 )
Mortgage-Backed
                                               
  Securities -
                                               
  Residential
    32,553       (494 )     -       -       32,553       (494 )
State & Political
                                               
  Subdivisions
    9,667       (31 )     -       -       9,667       (31 )
Trust Preferred
                                               
  Pooled Securities
    -       -       1,782       (1,640 )     1,782       (1,640 )
Total
  $ 81,927     $ (1,315 )   $ 1,782     $ (1,640 )   $ 83,709     $ (2,955 )

The trust preferred pooled securities within the Corporation’s held to maturity investment portfolio are collateralized by trust preferred securities issued primarily by individual bank holding companies, but also by insurance companies and real estate investment trusts. There has been little or no active trading in these securities for several years; therefore the Corporation believes in most cases it is more appropriate to estimate fair value using discounted cash flow analysis. As of December 31, 2008, to estimate fair value, and determine whether the securities were other-than-temporarily impaired, the Corporation retained and worked with a third party to review the issuers (the collateral) underlying each of the securities. Among the factors analyzed were the issuers’ profitability, credit quality, asset mix, capital adequacy, leverage and liquidity position, as well as an overall assessment of credit, profitability and capital trends within the portfolio’s issuer universe. These factors provided an assessment of the portion of the collateral of each security which was likely to default in future periods. The cash flows associated with the collateral likely to default, together with the cash flows associated with collateral which had already deferred or defaulted, were then eliminated. In addition, the Corporation assumed constant rates of default in excess of those based upon the historic performance of the underlying collateral. The resulting cash flows were then discounted to the current period to determine fair value for each security. The discount rate utilized was based on a risk-free rate (LIBOR) plus spreads appropriate for the product, which include consideration of liquidity and credit uncertainty.

Each quarter since December 2008, to periodically assess the credit assumptions and related input data that could affect the fair value of each security, Management compared actual deferrals and defaults to the assumed deferrals and defaults included in the valuation model.


 
13


As of each year end since December 2008, the Corporation again worked with a third party to model the securities and review its valuation.  The modeling process and related assumptions were similar to the process and related assumptions employed as of December 31, 2008. In 2010, as a result of this process additional impairment charges of $581 thousand were recorded on three trust preferred pooled securities for the year ended December 31, 2010. No additional impairment charges were recorded for the quarter ended June 30, 2011.

Further significant downturns in the real estate markets and/or the economy could cause additional issuers to defer paying dividends on these securities and/or ultimately default. Such occurrences, if beyond those assumed in the current valuation, could cause an additional write-down of the portfolio, with a negative impact on earnings; however, the Corporation has already recorded a substantial write-down of its trust preferred pooled securities portfolio. We do not expect that an additional write-down would have a material effect on the cash flows from the securities or on our liquidity position.

At June 30, 2011, other-than-temporary impairment recognized in accumulated other comprehensive income totaled $3.0 million.

Management has determined that any unrecognized losses on the U.S. Government-sponsored entities and mortgage-backed securities held to maturity at June 30, 2011, are temporary and due to interest rate fluctuations and/or volatile market conditions, rather than the creditworthiness of the issuers.  The Corporation monitors creditworthiness of issuers periodically, including issuers of trust preferred securities on a quarterly basis.  The Corporation does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery.

3.  INVESTMENT SECURITIES AVAILABLE FOR SALE

A summary of amortized cost and approximate fair value of securities available for sale included in the consolidated statements of condition as of June 30, 2011 and December 31, 2010 follows:

   
June 30, 2011
 
         
Gross
   
Gross
   
Approximate
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(In Thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
U.S. Government-Sponsored
                       
  Entities
  $ 7,299     $ 14     $ (19 )   $ 7,294  
Mortgage-Backed Securities -
                               
   Residential
    219,205       4,945       (182 )     223,968  
State and Political Subdivisions
    13,570       422       (2 )     13,990  
Other Securities
    4,499       14       (565 )     3,948  
Marketable Equity Securities
    593       45       (1 )     637  
Total
  $ 245,166     $ 5,440     $ (769 )   $ 249,837  

   
December 31, 2010
 
         
Gross
   
Gross
   
Approximate
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(In Thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
U.S. Treasury and U.S.
                       
  Government-Sponsored
                       
  Entities
  $ 50,926     $ 209     $ -     $ 51,135  
Mortgage-Backed Securities -
                               
  Residential
    199,099       4,179       (1,188 )     202,090  
State and Political Subdivisions
    16,418       243       (48 )     16,613  
Other Securities
    5,499       -       (999 )     4,500  
Marketable Equity Securities
    680       58       -       738  
Total
  $ 272,622     $ 4,689     $ (2,235 )   $ 275,076  


 
14



The following tables present the Corporation’s available for sale securities with continuous unrealized losses and the approximate fair value of these investments as of June 30, 2011 and December 31, 2010.
 
   
June 30, 2011
 
         
Duration of Unrealized Loss
       
   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Approximate
         
Approximate
         
Approximate
       
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
(In Thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
U.S. Government-
                                   
  Sponsored Entities
  $ 2,981     $ (19 )   $ -     $ -     $ 2,981     $ (19 )
Mortgage-Backed
                                               
  Securities -
                                               
  Residential
    18,608       (164 )     355       (18 )     18,963       (182 )
State and Political
                                               
  Subdivisions
    568       (2 )     -       -       568       (2 )
Other Securities
    -       -       2,434       (565 )     2,434       (565 )
Marketable Equity
                                               
  Securities
    -       -       -       (1 )     -       (1 )
Total
  $ 22,157     $ (185 )   $ 2,789     $ (584 )   $ 24,946     $ (769 )


   
December 31, 2010
 
         
Duration of Unrealized Loss
       
   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Approximate
         
Approximate
         
Approximate
       
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
(In Thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
Mortgage-Backed
                                   
  Securities -
                                   
  Residential
    102,695       (984 )     2,211       (204 )     104,906       (1,188 )
State and Political
                                               
  Subdivisions
    777       (14 )     446       (34 )     1,223       (48 )
Other Securities
    1,499       (1 )     3,001       (998 )     4,500       (999 )
Total
  $ 104,971     $ (999 )   $ 5,658     $ (1,236 )   $ 110,629     $ (2,235 )

Management believes that the unrealized losses on investment securities available for sale are temporary and due to interest rate fluctuations and/or volatile market conditions rather than the creditworthiness of the issuers.  The Corporation does not intend to sell these securities nor is it likely that it will be required to sell the securities before their anticipated recovery; however, Management also closely monitors market conditions and may sell the securities if it determines it would be beneficial to do so.
 
At June 30, 2011, the unrealized loss, $565 thousand, is related to a debt security issued by a large bank holding company that has experienced declines in all its securities due to the turmoil in the financial markets and a merger. The security continues to be rated investment grade by Moody’s. Additionally, at June 30, 2011, the fair value of this security has improved from the fair value at December 31, 2010. As the Corporation does not intend to sell this security nor is it likely that it will be required to sell the security before its anticipated recovery, the security is not considered other-than-temporarily impaired at June 30, 2011.


 
15


4.  LOANS

Loans outstanding, by general ledger classification, as of June 30, 2011 and December 31, 2010, consisted of the following:

         
% of Total
         
% of Total
 
(In Thousands)
 
2011
   
Loans
   
2010
   
Loans
 
Residential Mortgage
  $ 432,735       44.8 %   $ 419,653       45.0 %
Commercial Mortgage
    316,197       32.7       288,183       30.9  
Commercial Loans
    128,839       13.3       131,408       14.1  
Construction Loans
    15,385       1.6       25,367       2.7  
Home Equity Lines of Credit
    48,805       5.1       45,775       4.9  
Consumer Loans, Including
                               
Fixed Rate Home Equity Loans
    20,184       2.1       20,622       2.2  
Other Loans
    3,612       0.4       1,489       0.2  
   Total Loans
  $ 965,757       100.0 %   $ 932,497       100.0 %

Included in the totals above for June 30, 2011 are $1.0 million of unamortized discount and $2.5 million of deferred origination costs net of deferred origination fees as compared to $1.4 million of unamortized discount and $2.3 million of deferred origination costs net of deferred origination fees for December 31, 2010.

The following tables present the loan balances by portfolio class, based on impairment method, and the corresponding balances in the allowance for loan losses as of June 30, 2011 and December 31, 2010:

June 30, 2011
 
   
Total
   
Ending ALLL
   
Total
   
Ending ALLL
             
   
Loans
   
Attributable
   
Loans
   
Attributable
             
   
Individually
   
to Loans
   
Collectively
   
to Loans
         
Total
 
   
Evaluated
   
Individually
   
Evaluated
   
Collectively
             
   
for
   
Evaluated for
   
for
   
Evaluated for
   
Total
   
Ending
 
(In Thousands)
 
Impairment
   
Impairment
   
Impairment
   
Impairment
   
Loans
   
ALLL
 
Primary
                                   
  Residential
                                   
  Mortgage
  $ 5,083     $ 91     $ 441,627     $ 1,571     $ 446,710     $ 1,662  
Home Equity Lines
                                               
  of Credit
    26       -       48,779       186       48,805       186  
Junior Lien Loan
                                               
  On Residence
    525       -       13,674       209       14,199       209  
Multifamily
                                               
  Property
    286       -       87,092       463       87,378       463  
Owner-Occupied
                                               
  Commercial
                                               
  Real Estate
    9,822       1,444       102,572       2,078       112,394       3,522  
Investment Commercial
                                               
  Real Estate
    5,474       -       194,983       4,099       200,457       4,099  
Commercial and
                                               
  Industrial
    1,899       175       24,869       2,224       26,768       2,399  
Commercial
                                               
  Construction
    -       -       15,370       794       15,370       794  
Consumer and
                                               
  Other
    -       -       13,676       98       13,676       98  
Unallocated
    -       -       -       624       -       624  
Total ALLL
  $ 23,115     $ 1,710     $ 942,642     $ 12,346     $ 965,757     $ 14,056  


 
16



December 31, 2010
 
   
Total
   
Ending ALLL
   
Total
   
Ending ALLL
             
   
Loans
   
Attributable
   
Loans
   
Attributable
             
   
Individually
   
to Loans
   
Collectively
   
to Loans
         
Total
 
   
Evaluated
   
Individually
   
Evaluated
   
Collectively
             
   
for
   
Evaluated for
   
for
   
Evaluated for
   
Total
   
Ending
 
(In Thousands)
 
Impairment
   
Impairment
   
Impairment
   
Impairment
   
Loans
   
ALLL
 
Primary
                                   
  Residential
                                   
  Mortgage
  $ 4,578     $ -     $ 428,466     $ 1,502     $ 433,044     $ 1,502  
Home Equity Lines
                                               
  of Credit
    85       -       45,730       160       45,815       160  
Junior Lien Loan
                                               
  On Residence
    537       -       14,981       228       15,518       228  
Multifamily
                                               
  Property
    691       26       40,327       277       41,018       303  
Owner-Occupied
                                               
  Commercial
                                               
  Real Estate
    7,972       504       114,634       2,740       117,685       3,244  
Investment Commercial
                                               
  Real Estate
    6,979       1,141       203,692       3,151       215,592       4,292  
Commercial and
                                               
  Industrial
    2,330       308       25,448       2,411       27,778       2,719  
Commercial
                                               
  Construction
    5,225       500       20,149       746       25,374       1,246  
Consumer and
                                               
  Other
    -       -       10,673       66       10,673       66  
Unallocated
    -       -       -       522       -       522  
Total ALLL
  $ 28,397     $ 2,479     $ 904,100     $ 11,803     $ 932,497     $ 14,282  

Impaired loans include non-accrual loans of $14.9 million at June 30, 2011 and $18.1 million at December 31, 2010. Impaired loans also includes performing commercial mortgage and commercial troubled debt restructured loans of $8.2 million at June 30, 2011 and $5.2 million at December 31, 2010. Allowance allocated to these troubled debt restructured loans totaled $324 thousand and $268 thousand, as of June 30, 2011 and December 31, 2010, respectively. All troubled debt restructured loans were paying in accordance with restructured terms as of June 30, 2011. The Corporation has not committed to lend additional amounts as of June 30, 2011 and December 31, 2010 to customers with outstanding loans that are classified as loan restructurings.


 
17


The following tables present loans individually evaluated for impairment by class of loans as of June 30, 2011 and December 31, 2010:

June 30, 2011
 
   
Unpaid
             
   
Principal
   
Recorded
   
Specific
 
(In Thousands)
 
Balance
   
Investment
   
Reserves
 
With No Related Allowance Recorded:
                 
Primary Residential Mortgage
  $ 3,783     $ 3,183     $ -  
Multifamily Property
    312       286       -  
Owner-Occupied Commercial Real Estate
    3,600       3,091       -  
Investment Commercial Real Estate
    5,855       5,474       -  
Commercial and Industrial
    2,626       1,667       -  
Home Equity Lines of Credit
    100       26       -  
Junior Lien Loan on Residence
    660       525       -  
Total Loans with No Related Allowance
  $ 16,936     $ 14,252     $ -  
With Related Allowance Recorded:
                       
Primary Residential Mortgage
    2,015       1,900       91  
Owner-Occupied Commercial Real Estate
    7,907       6,731       1,444  
Commercial and Industrial
    587       232       175  
Total Loans with Related Allowance
  $ 10,509     $ 8,863     $ 1,710  
Total Loans Individually Evaluated for
                       
Impairment
  $ 27,445     $ 23,115     $ 1,710  


December 31, 2010
 
   
Unpaid
             
   
Principal
   
Recorded
   
Specific
 
(In Thousands)
 
Balance
   
Investment
   
Reserves
 
With No Related Allowance Recorded:
                 
Primary Residential Mortgage
  $ 5,080     $ 4,578     $ -  
Home Equity Lines of Credit
    100       85       -  
Junior Lien Loan on Residence
    660       537       -  
Total Loans with No Related Allowance
  $ 5,840     $ 5,200     $ -  
With Related Allowance Recorded:
                       
Multifamily Property
    713       691       26  
Owner-Occupied Commercial Real Estate
    8,238       7,972       505  
Investment Commercial Real Estate
    6,979       6,979       1,141  
Commercial and Industrial
    3,464       2,330       307  
Commercial Construction
    8,199       5,225       500  
Total Loans with Related Allowance
  $ 27,593     $ 23,197     $ 2,479  
Total Loans Individually Evaluated for
                       
Impairment
  $ 33,433     $ 28,397     $ 2,479  


 
18


The following tables present the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of June 30, 2011 and December 31, 2010:

June 30, 2011
 
         
Loans Past Due
 
         
Over 90 Days
 
         
And Still
 
         
Accruing
 
(In Thousands)
 
Nonaccrual
   
Interest
 
Primary Residential Mortgage
  $ 5,083     $  
Home Equity Lines of Credit
    25        -  
Junior Lien Loan on Residence
    525       88  
Multifamily Property
    286       50  
Owner-Occupied Commercial Real Estate
    6,619        -  
Investment Commercial Real Estate
    1,046        -  
Commercial and Industrial
    1,359       274  
Total
  $ 14,943     $ 412  

December 31, 2010
 
         
Loans Past Due
 
         
Over 90 Days
 
         
And Still
 
         
Accruing
 
(In Thousands)
 
Nonaccrual
   
Interest
 
Primary Residential Mortgage
  $ 4,578     $  -  
Home Equity Lines of Credit
    85        -  
Junior Lien Loan on Residence
    537        -  
Multifamily Property
    378       361  
Owner-Occupied Commercial Real Estate
    1,594       305  
Investment Commercial Real Estate
    3,966        -  
Commercial and Industrial
    1,751        -  
Commercial Construction
    5,225        -  
Total
  $ 18,114     $ 666  

Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.


 
19


The following tables present the aging of the recorded investment in past due loans as of June 30, 2011 and December 31, 2010 by class of loans, excluding nonaccrual loans:

June 30, 2011
 
   
30-59
   
60-89
   
Greater Than
       
   
Days
   
Days
   
90 Days
   
Total
 
(In Thousands)
 
Past Due
   
Past Due
   
Past Due
   
Past Due
 
Primary Residential Mortgage
  $ 4,560     $ 1,228     $ -     $ 5,788  
Home Equity Lines of Credit
    137       -       -       137  
Junior Lien Loan on Residence
    -       162       88       250  
Multifamily Property
    -       -       50       50  
Owner-Occupied Commercial
                               
   Real Estate
    -       1,347       -       1,347  
Investment Commercial
                               
   Real Estate
    270       -       -       270  
Commercial and Industrial
    300       192       274       766  
Consumer and Other
    3       1       -       4  
   Total
  $ 5,270     $ 2,930     $ 412     $ 8,612  

December 31, 2010
 
   
30-59
   
60-89
   
Greater Than
       
   
Days
   
Days
   
90 Days
   
Total
 
(In Thousands)
 
Past Due
   
Past Due
   
Past Due
   
Past Due
 
Primary Residential Mortgage
  $ 3,490     $ 162     $ -     $ 3,652  
Junior Lien Loan on Residence
    -       -       -       -  
Multifamily Property
    -       -       361       361  
Owner-Occupied Commercial
                               
   Real Estate
    820        -       305       1,125  
Investment Commercial
                               
   Real Estate
    728        -        -       728  
Commercial and Industrial
    274       -       -       274  
Consumer and Other
    1       -       -       1  
   Total
  $ 5,313     $ 162     $ 666     $ 6,141  

Credit Quality Indicators:

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as:  current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Corporation analyzes loans individually by classifying the loans as to credit risk.  This analysis includes all commercial loans with an outstanding balance of $150 thousand or more.  The risk rating analysis of loans is performed (i) when the loan is initially underwritten, (ii) annually for loans in excess of $500,000, (iii) on a random quarterly basis from either internal reviews with the Senior Credit Officer or externally through an independent loan review firm, or (iv) whenever management otherwise identifies a potentially negative trend or issue relating to a borrower. The Corporation uses the following definitions for risk ratings:

Special Mention:  Loans subject to special mention have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or of the institution’s credit position at some future date.

 
20


Substandard:  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful:  Loans classified as doubtful have all the weakness inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. As of June 30, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

         
Special
             
(In Thousands)
 
Pass
   
Mention
   
Substandard
   
Doubtful
 
Primary Residential Mortgage
  $ 435,766     $ 5,861     $ 5,083     $ -  
Home Equity Lines of Credit
    48,385       -       420       -  
Junior Lien Loan on Residence
    13,585       89       525       -  
Multifamily Property
    86,480       164       734       -  
Owner-Occupied Commercial
                               
  Real Estate
    84,696       6,948       20,750       -  
Investment Commercial
                               
  Real Estate
    167,038       11,998       21,421       -  
Commercial and Industrial
    23,118       997       2,534       119  
Commercial Construction
    11,320       4,050       -       -  
Consumer and Other Loans
    13,176       500       -       -  
Total
  $ 883,564     $ 30,607     $ 51,467     $ 119  

As of December 31, 2010, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

         
Special
             
(In Thousands)
 
Pass
   
Mention
   
Substandard
   
Doubtful
 
Primary Residential Mortgage
  $ 422,972     $ 5,495     $ 4,578     $ -  
Home Equity Lines of Credit
    45,730       -       85       -  
Junior Lien Loan on Residence
    14,877       104       537       -  
Multifamily Property
    39,709       166       1,142       -  
Owner-Occupied Commercial
                               
  Real Estate
    89,136       14,722       13,827       -  
Investment Commercial
                               
  Real Estate
    187,201       14,468       13,923       -  
Commercial and Industrial
    23,284       1,864       2,630       -  
Commercial Construction
    20,149       -       5,225       -  
Consumer and Other Loans
    10,673       -       -       -  
Total
  $ 853,731     $ 36,819     $ 41,947     $ -  

At June 30, 2011, $23.1 million of the $51.6 million of the classified loans were also considered impaired as compared to December 31, 2010, when $28.4 million of the $41.9 million of the classified loans were also considered impaired.

The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses.  For residential and consumer loans, the Corporation also evaluated credit quality based on the aging status of the loan, which was previously presented.


 
21


A summary of the allowance for loan losses for the quarterly periods indicated follows (in thousands):

   
June 30,
   
March 31,
   
December 31,
   
September 30,
   
June 30,
 
   
2011
   
2011
   
2010
   
2010
   
2010
 
                               
Allowance for loan losses:
                             
Beginning of period
  $ 14,386     $ 14,282     $ 14,025     $ 13,856     $ 13,720  
Provision for loan losses
    2,000       2,000       2,850       2,000       2,750  
Charge-offs, net
    (2,330 )     (1,896 )     (2,593 )     (1,831 )     (2,614 )
End of period
  $ 14,056     $ 14,386     $ 14,282     $ 14,025     $ 13,856  
                                         
Allowance for loan losses as a %
                                       
of total loans
    1.46 %     1.51 %     1.53 %     1.49 %     1.44 %
Allowance for loan losses as a %
                                       
   of nonperforming loans
    91.54 %     73.79 %     76.05 %     78.02 %     65.68 %


The activity in the allowance for loan losses for the three months ended June 30, 2011 is summarized below:

                               
                               
   
March 31,
                     
June 30,
 
   
2011
                     
2011
 
   
Ending
                     
Ending
 
(In Thousands)
 
ALLL
   
Charge-Offs
   
Recoveries
   
Provision
   
ALLL
 
Primary
                             
  Residential
                             
  Mortgage
  $ 1,573     $ (115 )   $ -     $ 204     $ 1,662  
Home Equity Lines
                                       
  of Credit
    174       -       -       12       186  
Junior Lien Loan
                                       
  On Residence
    208       (1 )     14       (12 )     209  
Multifamily
                                       
  Property
    367       -       -       96       463  
Owner-Occupied
                                       
  Commercial
                                       
  Real Estate
    3,387       (1,554 )     39       1,650       3,522  
Investment Commercial
                                       
  Real Estate
    4,712       (618 )     1       4       4,099  
Commercial and
                                       
  Industrial
    2,451       (29 )     24       (47 )     2,399  
Commercial
                                       
  Construction
    903       (86 )     -       (23 )     794  
Consumer and
                                       
  Other
    90       (5 )     -       13       98  
Unallocated
    521       -       -       103       624  
Total ALLL
  $ 14,386     $ (2,408 )   $ 78     $ 2,000     $ 14,056  


 
22


The activity in the allowance for loan losses for the six months ended June 30, 2011 is summarized below:
                               
                               
   
December 31,
                     
June 30,
 
   
2010
                     
2011
 
   
Ending
                     
Ending
 
(In Thousands)
 
ALLL
   
Charge-Offs
   
Recoveries
   
Provision
   
ALLL
 
Primary
                             
  Residential
                             
  Mortgage
  $ 1,502     $ (288 )   $ -     $ 448     $ 1,662  
Home Equity Lines
                                       
  of Credit
    160       (60 )     -       86       186  
Junior Lien Loan
                                       
  On Residence
    228       (13 )     14       (20 )     209  
Multifamily
                                       
  Property
    303       (84 )     8       236       463  
Owner-Occupied
                                       
  Commercial
                                       
  Real Estate
    2,777       (1,554 )     39       2,260       3,522  
Investment Commercial
                                       
  Real Estate
    4,759       (1,632 )     1       971       4,099  
Commercial and
                                       
  Industrial
    2,719       (96 )     26       (250 )     2,399  
Commercial
                                       
  Construction
    1,246       (586 )     11       123       794  
Consumer and
                                       
  Other
    66       (12 )     -       44       98  
Unallocated
    522       -       -       102       624  
Total ALLL
  $ 14,282     $ (4,325 )   $ 99     $ 4,000     $ 14,056  

5.  FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

Advances from the Federal Home Loan Bank of New York (FHLB) totaled $20.9 million and $24.1 million at June 30, 2011 and December 31, 2010, respectively, with a weighted average interest rate of 3.37 percent and 3.58 percent, respectively. Advances totaling $1.0 million at June 30, 2011, have fixed maturity dates, while advances totaling $905 thousand were amortizing advances with monthly payments of principal and interest. These advances are secured by blanket pledges of certain 1-4 family residential mortgages totaling $77.9 million at June 30, 2011.

At June 30, 2011, the Corporation had $19.0 million in fixed rate advances that were initially noncallable for one, two or three years and then callable quarterly with final maturities of three to ten years. These advances are secured by pledges of investment securities totaling $25.3 million at June 30, 2011.

There were no overnight borrowings at June 30, 2011 or at December 31, 2010. Overnight borrowings from the FHLB averaged $1.86 million with a weighted average interest rate of 0.35 percent for the six months ended June 30, 2011. There were no overnight borrowings for the six months ended June 30, 2010.

The final maturity dates of the advances and other borrowings are scheduled as follows:

(In thousands)
     
2011
    225  
2012
    5,462  
2013
    218  
2014
    -  
2015
    3,000  
Over 5 years
    12,000  
   Total
  $ 20,905  


 
23


6.      BUSINESS SEGMENTS

The Corporation assesses its results among two operating segments, Banking and PGB Trust and Investments. Management uses certain methodologies to allocate income and expense to the business segments. A funds transfer pricing methodology is used to assign interest income and interest expense.  Certain indirect expenses are allocated to segments. These include support unit expenses such as technology and operations and other support functions. Taxes are allocated to each segment based on the effective rate for the period shown.

Banking

The Banking segment includes commercial, commercial real estate, residential and consumer lending activities; deposit generation; operation of ATMs; telephone and internet banking services; merchant credit card services and customer support and sales.

PGB Trust & Investments

PGB Trust & Investments includes asset management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian; corporate trust services including services as trustee for pension and profit sharing plans; and other financial planning and advisory services.

The following table presents the statements of income and total assets for the Corporation’s reportable segments for the three months ended June 30, 2011 and 2010.

   
Three Months Ended June 30, 2011
 
(in thousands)
       
PGB Trust
       
   
Banking
   
& Investments
   
Total
 
Net interest income
  $ 11,315     $ 868     $ 12,183  
Noninterest income
    1,427       2,897       4,324  
Total income
    12,742       3,765       16,507  
                         
Provision for loan losses
    2,000       -       2,000  
Salaries and benefits
    4,616       1,201       5,817  
Premises and equipment expense
    2,218       168       2,386  
Other noninterest expense
    1,796       1,036       2,832  
Total noninterest expense
    10,630       2,405       13,035  
Income before income tax expense
    2,112       1,360       3,472  
Income tax expense
    802       502       1,304  
Net income
  $ 1,310     $ 858     $ 2,168  

   
Three Months Ended June 30, 2010
 
(in thousands)
       
PGB Trust
       
   
Banking
   
& Investments
   
Total
 
Net interest income
  $ 11,692     $ 795     $ 12,487  
Noninterest income
    1,067       2,719       3,786  
Total income
    12,759       3,514       16,273  
                         
Provision for loan losses
    2,750       -       2,750  
Salaries and benefits
    4,448       1,256       5,704  
Premises and equipment expense
    2,378       210       2,588  
Other noninterest expense
    1,723       990       2,713  
Total noninterest expense
    11,299       2,456       13,755  
Income before income tax expense
    1,460       1,058       2,518  
Income tax expense
    440       322       762  
Net income
  $ 1,020     $ 736     $ 1,756  


 
24


The following table presents the statements of income and total assets for the Corporation’s reportable segments for the six months ended June 30, 2011 and 2010.

   
Six Months Ended June 30, 2011
 
(in thousands)
       
PGB Trust
       
   
Banking
   
& Investments
   
Total
 
Net interest income
  $ 22,641     $ 1,763     $ 24,404  
Noninterest income
    2,812       5,681       8,493  
Total income
    25,453       7,444       32,897  
                         
Provision for loan losses
    4,000       -       4,000  
Salaries and benefits
    9,381       2,409       11,790  
Premises and equipment expense
    4,392       344       4,736  
Other noninterest expense
    3,566       2,186       5,752  
Total noninterest expense
    21,339       4,939       26,278  
Income before income tax expense
    4,114       2,505       6,619  
Income tax expense
    1,436       874       2,310  
Net income
  $ 2,678     $ 1,631     $ 4,309  
                         
Total assets at period end
  $ 1,509,446     $ 1,294     $ 1,510,740  

   
Six Months Ended June 30, 2010
 
(in thousands)
       
PGB Trust
       
   
Banking
   
& Investments
   
Total
 
Net interest income
  $ 23,260     $ 1,774     $ 25,034  
Noninterest income
    2,134       5,125       7,259  
Total income
    25,394       6,899       32,293  
                         
Provision for loan losses
    5,150       -       5,150  
Salaries and benefits
    8,854       2,559       11,413  
Premises and equipment expense
    4,563       397       4,960  
Other noninterest expense
    3,275       1,887       5,162  
Total noninterest expense
    21,842       4,843       26,685  
Income before income tax expense
    3,552       2,056       5,608  
Income tax expense
    1,094       633       1,727  
Net income
  $ 2,458     $ 1,423     $ 3,881  
                         
Total assets at period end
  $ 1,475,858     $ 1,405     $ 1,477,263  

7.      FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1:                 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:                 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3:                 Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.


 
25


The Corporation used the following methods and significant assumptions to estimate the fair value:

Investment Securities:  The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used, if available, to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

Impaired Loans:  The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned:  Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (OREO) are measured at fair value, less costs to sell. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.


 
26


The following table summarizes, for the periods indicated, assets measured at fair value on a recurring basis, including financial assets for which the Corporation has elected the fair value option:

Assets Measured on a Recurring Basis
 
         
Fair Value Measurements Using
 
         
Quoted
             
         
Prices in
             
         
Active
             
         
Markets
   
Significant
       
         
For
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
         
(Level 1)
   
(Level 2)
   
(Level 3)
 
   
June 30,
                   
(In Thousands)
 
2011
                   
Assets:
                       
  Available for Sale:
                       
    U.S. Government-Sponsored
                       
      Entities
  $ 7,294     $ -     $ 7,294     $ -  
    Mortgage-Backed Securities -
                               
      Residential
    223,968       -       223,968       -  
    State and Political Subdivisions
    13,990       -       13,990       -  
    Other Securities
    2,434       -       2,434       -  
    CRA Investment Fund
    1,514       -       1,514       -  
    Marketable Equity Securities
    637       637       -       -  
Total
  $ 249,837     $ 637     $ 249,200     $ -  
                                 
   
December 31,
                         
     2010                          
Assets:
                               
  Available for Sale:
                               
    U.S. Treasury and U.S.
                               
      Government-Sponsored
                               
      Entities
  $ 51,135     $ -     $ 51,135     $ -  
    Mortgage-Backed Securities -
                               
      Residential
    202,090       -       202,090       -  
    State and Political Subdivisions
    16,613       -       16,613       -  
    Other Securities
    3,001       -       3,001       -  
    CRA Investment Fund
    1,499       -       1,499       -  
    Marketable Equity Securities
    738       738       -       -  
Total
  $ 275,076     $ 738     $ 274,338     $ -  


 
27


The following table summarizes, for the periods indicated, assets measured at fair value on a non-recurring basis:

Assets Measured on a Non-Recurring Basis

         
Fair Value Measurements Using
 
         
Quoted
             
         
Prices in
             
         
Active
             
         
Markets
   
Significant
       
         
For
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
         
(Level 1)
   
(Level 2)
   
(Level 3)
 
   
June 30,
                   
(In Thousands)
 
2011
                   
Assets:
                       
   Impaired Loans:
                       
       Residential Mortgage
  1,809      -     $  -     1,809  
       Commercial Mortgage
    5,287       -       -       5,287  
       Commercial
    57       -       -       57  
                                 
   
December 31,
                         
     2010                          
Assets:
                               
   Impaired Loans:
                               
       Commercial Mortgage
  $ 10,452     $ -     $ -     $ 10,452  
       Commercial
    3,346       -       -       3,346  

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a recorded investment of $8.9 million, with a valuation allowance of $1.7 million at June 30, 2011. Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a recorded investment of $23.2 million, with a valuation allowance of $2.5 million at December 31, 2010.

The carrying amounts and estimated fair values for financial instruments at June 30, 2011 and December 31, 2010 are as follows:
 
   
June 30, 2011
   
December 31, 2010
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
(In Thousands)
 
Amount
   
Value
   
Amount
   
Value
 
Financial Assets:
                       
  Cash and Cash Equivalents
  $ 60,384     $ 60,384     $ 62,687     $ 62,687  
  Investment Securities, Held to Maturity
    140,572       140,589       140,277       138,438  
  Securities Available for Sale
    249,837       249,837       275,076       275,076  
  FHLB and FRB Stock
    4,704       N/A       4,624       N/A  
  Loans Held for Sale
    1,813       1,813       -       -  
  Loans, Net of Allowance for
                               
   Loan Losses
    951,701       953,010       918,215       917,257  
  Accrued Interest Receivable
    4,391       4,391       4,231       4,231  
Financial Liabilities:
                               
  Deposits
    1,361,711       1364,263       1,351,546       1,353,834  
  Federal Home Loan Bank Advances
    20,905       22,205       24,126       25,330  
  Accrued Interest Payable
    539       539       716       716  


 
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The methods and assumptions, not previously presented, used to estimate fair value are described as follows:

The carrying amount is the estimated fair value for cash and cash equivalents, interest-earning deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable-rate loans or deposits that reprice frequently and fully. For fixed-rate loans or deposits and for variable-rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk, including consideration of credit spreads. Fair value of debt is based on current rates for similar financing. It was not practicable to determine the fair value of FHLB or FRB stock due to restrictions placed on its transferability. The fair value of off-balance sheet items is not considered material or is based on the current fees or cost that would be charged to enter into or terminate such arrangements.

 
8.
PREFERRED STOCK

On January 9, 2009, as part of the U.S. Department of the Treasury (the “Treasury”) Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”), the Corporation sold 28,685 shares of the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and a ten-year warrant to purchase up to 150,295 shares of the Corporation’s common stock, no par value at an exercise price of $28.63 per share, after adjusting for the five percent stock dividend declared on June 18, 2009, for an aggregate purchase price of $28.7 million in cash. The aggregate purchase price was allocated $1.6 million to warrants and $27.1 million to preferred stock.

Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5 percent per annum for the first five years, and at a rate of 9 percent per annum thereafter.  Subject to the approval of the Board of Governors of the Federal Reserve System, the Preferred Shares are redeemable at the option of the Corporation at 100 percent of their liquidation preference. If the Corporation redeems the Preferred Stock and the Treasury still owns the warrant, the Corporation could repurchase the Warrant from the Treasury for its fair market value.  Unless both the holder and the Corporation agree otherwise, the exercise of the Warrant will be a net exercise (i.e., the holder does not pay cash but gives up shares with a market value at the time of exercise equal to the exercise price, resulting in a net settlement with significantly fewer than the 150,295 shares of Common Stock being issued).

The Securities Purchase Agreement, pursuant to which the Preferred Shares and the Warrant were sold, contains limitations on the payment of dividends on the Common Stock, including with respect to the payment of cash dividends in excess of $0.16 per share, which was the amount of the last regular dividend declared by the Corporation prior to October 14, 2008 and on the Corporation’s ability to repurchase its Common Stock. The Corporation is also subject to certain executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (the “EESA”).

On January 6, 2010, the Corporation redeemed 25 percent of the preferred shares issued under the Treasury’s CPP, repaying approximately $7.2 million to the Treasury, including accrued and unpaid dividends of approximately $51 thousand. The Corporation’s redemption of the shares was not subject to additional conditions or stipulations from the Treasury. As a result of the repurchase, the accretion related to the preferred stock was accelerated and approximately $330 thousand was recorded as a reduction to retained earnings in the first quarter of 2010.

On March 2, 2011, the Corporation redeemed an additional 25 percent of the original preferred shares issued under the Treasury’s CPP, repaying approximately $7.2 million to the Treasury, including accrued and unpaid dividends of approximately $15 thousand. The Corporation’s redemption of the shares was not subject to additional conditions or stipulations from the Treasury. As a result of the repurchase, the accretion related to the preferred stock was accelerated and approximately $246 thousand was recorded as a reduction to retained earnings in the first quarter of 2011.

 
29


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, those risk factors identified in the Corporation’s Form 10-K for the year ended December 31, 2010 and the following:

 
·
a continued or unexpected decline in the economy, in particular in our New Jersey market area;
 
·
declines in value in our investment portfolio;
 
·
higher than expected increases in our allowance for loan losses;
 
·
higher than expected increases in loan losses or in the level of nonperforming loans;
 
·
unexpected changes in interest rates;
 
·
inability to successfully grow our business;
 
·
inability to manage our growth;
 
·
a continued or unexpected decline in real estate values within our market areas;
 
·
legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations) subject us to additional regulatory oversight which may result in increased compliance costs;
 
·
higher than expected FDIC insurance premiums;
 
·
lack of liquidity to fund our various cash obligations;
 
·
repurchase of our preferred shares issued under the Treasury’s Capital Purchase Program which will impact net income available to our common shareholders and our earnings per share;
 
·
reduction in our lower-cost funding sources;
 
·
our inability to adapt to technological changes;
 
·
claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters; and
 
·
other unexpected material adverse changes in our operations or earnings.

The Corporation assumes no responsibility to update such forward-looking statements in the future even if experience shows that the indicated results or events will not be realized.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, the Corporation cannot guarantee future results, levels of activity, performance, or achievements.

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 for the year ended December 31, 2010, contains a summary of the Corporation’s significant accounting policies.


 
30


Management believes that 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 requires assumptions or estimates about highly uncertain matters. Changes in these judgments, assumption 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 collectability may not be assured, the existence and estimated fair 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 allowance 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 collectability 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 continue to decline or New Jersey experiences continuing adverse economic conditions.  Future adjustments to the allowance for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Corporation’s control.

The Corporation accounts for its securities in accordance with “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Debt securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold before maturity due to changes in interest rates, prepayment, risk, liquidity or other factors.  Equity securities with readily determinable fair values are classified as available for sale. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

For declines in the fair value of securities below their cost that are other-than-temporary, the amount of impairment is split into two components – other-than-temporary impairment related to other factors, which is recognized in other comprehensive income and other-than-temporary impairment related to credit loss, which must be recognized in the income statement.  The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.  In estimating other-than-temporary losses on a quarterly basis, management considers the length of time and extent that fair value has been less than cost; the financial condition and near-term prospects of the issuer; and whether the Corporation has the intent to sell these securities or it is likely that it will be required to sell the securities before their anticipated recovery.

Securities are evaluated on at least a quarterly basis to determine whether a decline in their values is other-than-temporary. To determine whether a loss in value is other-than-temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and the duration of the decline and whether the Corporation intends to sell or is likely to be required to sell the security before its anticipated recovery. “Other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. The Corporation recognized no other-than-temporary impairment charges in the second quarters of 2011 and 2010.


 
31


EXECUTIVE SUMMARY:  The Corporation recorded net income of $2.2 million for the second quarter of 2011, an increase of $412 thousand or 23.5 percent, compared to the same quarter of 2010. Diluted earnings per common share, after giving effect for the preferred dividend, were $0.22 and $0.16 in the second quarters of 2011 and 2010, respectively. The increase in 2011 earnings per share was due to a decline in the provision for loan losses, an increase in noninterest income and a decline in the dividends and accretion on preferred stock as a result of the 2011 redemption of 25 percent of the preferred shares issued under the Treasury’s CPP, offset by an increase in tax expense. For the three months ended June 30, 2011, annualized return on average assets was 0.57 percent and annualized return on average common equity was 7.82 percent.

For the second quarter of 2011, net interest income, on a fully tax-equivalent basis, was $12.2 million as compared to $12.5 million for the same quarter of 2010. For the second quarters of 2011 and 2010, the net interest margin, on a fully tax-equivalent basis, was 3.49 percent and 3.64 percent, respectively.

Average loans totaled $968.2 million for the second quarter of 2011, increasing $4.1 million or 0.4 percent from $964.1 million for the same quarter of 2010.  The yield on loans was 4.82 percent and 5.30 percent for the three months ended June 30, 2011 and 2010, respectively, reflecting a decline of 48 basis points from the 2010 quarter to the 2011 quarter.

For the second quarter of 2011, average deposits were $1.36 billion, as compared to $1.33 billion for the second quarter of 2010, rising $29.4 million or 2.2 percent. The average costs of interest-bearing deposits declined 36 basis points to 0.58 percent for the three months ended June 30, 2011 from 0.94 percent for the same quarter in 2010.

For the six months ended June 30, 2011 and 2010, net income was $4.3 million and $3.9 million, respectively, an increase of $428 thousand or 11.0 percent. Diluted earnings per common share, after giving effect for the preferred dividend, were $0.40 for the first half of 2011 as compared to $0.32 for the same period in 2010.  The increase in 2011 year-to-date earnings per share was due to a decline in the provision for loan losses, an increase in noninterest income and a decline in the dividends and accretion on preferred stock as a result of the redemption of a portion of the preferred shares in 2010 and 2011 offset by an increase in operating expenses and tax expenses. Annualized return on average assets for the six months ended June 30, 2011, was 0.57 percent and annualized return on average common equity was 7.14 percent.

Net interest income, on a fully tax-equivalent basis, was $24.7 million for the six months ended June 30, 2011, as compared to $25.4 million for the same period in 2010. The net interest margin for the first half of 2011 was 3.51 percent as compared to 3.66 percent for the same 2010 period.

For the first half of 2011 and 2010, loans averaged $952.7 million and $971.2 million, respectively, a decline of $18.5 million or 1.9 percent from the 2010 period to the 2011 period.  The yield on loans was 4.92 percent for the first six months of 2011 and 5.31 percent for the same period in 2010.

Average deposits totaled $1.35 billion and $1.33 billion for the six months ended June 30, 2011 and 2010, respectively, rising $26.0 million or 2.0 percent over the 2010 period. For the first half of 2011, the average costs of interest-bearing deposits was 0.60 percent as compared to 0.99 percent for the same six months of 2010, a decrease of 39 basis points.

CONTRACTUAL OBLIGATIONS:  For a discussion of our contractual obligations, see the information set forth in the Corporation’s 2010 Annual Report under the heading “Management’s Discussion and Analysis – Contractual Obligations” which is incorporated herein by reference.

OFF-BALANCE SHEET ARRANGEMENTS:  For a discussion of our off-balance sheet arrangements, see the information set forth in the Corporation’s 2010 Annual Report under the heading “Management’s Discussion and Analysis – Off-Balance Sheet Arrangements” which is incorporated herein by reference.

 
32



EARNINGS ANALYSIS

NET INTEREST INCOME:  The Corporation recorded net interest income, on a tax-equivalent basis, of $12.3 million for the three months ended June 30, 2011 as compared to $12.7 million for the same quarter of 2010, a decline of $324 thousand or 2.6 percent. The net interest margin was 3.49 percent and 3.64 percent, for the second quarters of 2011 and 2010, respectively, reflecting a decline of 15 basis points. During the second quarter of 2011, rates were lower on new loans, compared to the rates of loans that are maturing or paying down. Additionally, growth in lower yielding, but shorter duration investment securities contributed to the reduced margin. At the same time, the Corporation continues to lower funding costs due to growth in core deposits, as well as certificates of deposits repricing at lower market rates or transferred to other, lower-costing deposit products.

Average investments, federal funds sold and interest-earning deposits totaled $444.8 million for the quarter ended June 30, 2011, reflecting an increase of $18.3 million, or 4.3 percent, from the $426.4 million recorded for the same period in 2010.  The growth in these categories is primarily the result of deposit inflows, principally demand deposits.

For the second quarter of 2011, loans averaged $968.2 million, rising $4.1 million, or 0.4 percent, when compared to average loans of $964.1 for the second quarter of 2010. The average commercial mortgage portfolio increased $32.1 million or 11.4 percent from the second quarter of 2010 to $313.0 million for the second quarter of 2011 due to an increased emphasis on multi-family lending. Home equity loans averaged $48.0 million and $40.8 million for the second quarters of 2011 and 2010, respectively, rising $7.2 million or 17.8 percent, due to the Corporation’s focus on the origination of these shorter-duration loans. The average residential mortgage portfolio rose $2.8 million or 0.6 percent from an average of $436.0 million for the second quarter of 2010 to an average of $438.8 million for the same period in 2011. The commercial construction portfolio declined $31.9 million, or 65.6 percent, to $16.7 million, due to the conversion of some loans to permanent loans and also due to the resolution of some problem loans. For the second quarters of 2011 and 2010, the commercial loan portfolio averaged $131.0 million and $133.0 million, respectively, declining $2.0 million, or 1.5 percent, from the second quarter of 2010, while the installment loan portfolio averaged $20.1 million for the second quarter of 2011, a decline of $3.9 million or 16.4 percent. The Corporation seeks to lend to quality borrowers in all loan categories; however, in the past two years, loan demand from quality borrowers has been scarce and loan pay downs have outpaced originations in many loan categories.

Total deposits averaged $1.36 billion for the second quarter of 2011, increasing $29.4 million, or 2.2 percent, when compared to $1.33 billion for the same period in 2010. Interest-bearing checking accounts for the second quarters of 2011 and 2010 averaged $309.3 million and $254.0 million, respectively, an increase of $55.3 million, or 21.8 percent. For the second quarter of 2011, non-interest bearing demand deposits averaged $237.7 million, as compared to $214.2 million for the same quarter of 2010, an increase of $23.5 million, or 10.9 percent. Checking growth is attributable to the Corporation’s continual focus on business and personal core deposit growth coupled with the Corporation’s recent focus on select municipalities within its branch market areas. Money market accounts increased $6.1 million to an average of $516.7 million for the three months ended June 30, 2011 as compared to an average of $510.6 million for the same period in 2010. Average savings accounts increased $10.1 million or 13.2 percent from the second quarter of 2010 to $86.2 million for the same quarter of 2011. In a lower or uncertain interest rate environment, certain customers tend to deposit funds in savings and money market accounts to wait for higher or a more certain rate environment, resulting in increases to the savings and money market balances. Certificates of deposit averaged $208.7 million for the second quarter of 2011, declining $65.5 million, or 23.9 percent, from the average of $274.2 million for the same quarter of 2010. The Corporation has opted not to pay higher rates on maturing certificates of deposit, resulting in the decline in this type of deposit. The Corporation believes it has ample liquidity from core deposits, principal pay downs on loans and maturing or called investments. Overnight borrowings averaged $3.1 million for the second quarter of 2011, while there were no overnight borrowings for the same quarter of the prior year. Average borrowings at the Federal Home Loan Bank decreased $9.3 million to $23.1 million for the second quarter of 2011 as compared to the same period a year ago, as borrowings continue to mature and are not replaced.

 
33



Average yields on interest-earning assets, on a tax-equivalent basis, declined 47 basis points to 4.03 percent for the second quarter of 2011, from 4.50 percent for the same quarter of 2010. For the three months ended June 30, 2011, average yields earned on investment securities declined 68 basis points to 2.48 percent as compared to the same period in the prior year. Average yields on the loan portfolio were 4.82 percent and 5.30 percent, for the second quarters of 2011 and 2010, respectively, reflecting a 48 basis point decline.

The cost of funds, including the effect of noninterest-bearing demand deposits, was 0.55 percent and 0.87 percent for the second quarters of 2011 and 2010, respectively, decreasing 32 basis points. The average cost of interest-bearing deposits was 0.58 percent for the second quarter of 2011, declining 36 basis points from the same period in 2010. For the second quarter of 2011, the cost of money market products averaged 0.45 percent, declining 35 basis points, while certificates of deposit costs averaged 1.37 percent, declining 25 basis points, each as compared to the second quarter of 2010.

The Corporation recorded net interest income, on a tax-equivalent basis, of $24.7 million and $25.4 million for the first six months of 2011 and 2010, respectively, a decrease of $681 thousand or 2.7 percent. The net interest margin, on a fully tax-equivalent basis, was 3.51 percent for the six months ended June 30, 2011 as compared to 3.66 percent for the same year-to-date period in 2010, a decline of 15 basis points.  The decrease in net interest income is primarily the result of lower rates earned on interest-earning assets partially offset by a lower cost of funds and growth in the investment portfolio.

Average investments, federal funds sold and interest-earning deposits totaled $453.2 million and $417.3 million for the first six months of 2011 and 2010, respectively, increasing $35.9 million or 8.6 percent.  The growth in these categories is primarily the result of deposit inflows and loan pay downs which exceeded loan demand.

Average loans declined $18.5 million, or 1.9 percent, from the six months ended June 30, 2010, to $952.7 million for the same period in 2011. The commercial construction portfolio averaged $20.2 million for the first half of 2011, declining $34.1 million or 62.8 percent from the same 2010 period. For the first six months of 2011 and 2010, the commercial mortgage loan portfolio averaged $299.4 million and $281.0 million, respectively, an increase of $18.4 million or 6.6 percent from the 2010 period to the 2011 period. The average residential mortgage loan portfolio totaled $434.1 million and $442.6 million for the six months ended June 30, 2011 and 2010, respectively, declining $8.5 million or 1.9 percent, as the Corporation has opted to sell its longer-term, fixed-rate production in the secondary market as an interest rate risk management strategy in the lower rate environment and loan payments have outpaced originations put in the portfolio for the 2011 year to date. The commercial loan portfolio averaged $131.5 million for the first six months of 2011 as compared to $127.9 million for the same period of 2010, increasing $3.6 million, or 2.8 percent. The average home equity portfolio totaled $47.0 million for the six months ended June 30, 2011, an increase of $7.1 million or 17.7 percent, over the same period of 2010. As noted above, the Corporation has focused on the origination of these higher-yielding, shorter-maturity loans during the past year.

For the six months ended June 30, 2011 and 2010, average deposits totaled $1.35 billion and $1.33 billion, respectively, an increase of $26.0 million, or 2.0 percent from the prior year period. The Corporation continues to focus on core deposit growth, resulting in increases in average interest-bearing checking accounts for the first six months of 2011 of $24.7 million or 35.1 percent from the same period in 2010. In addition, average money market accounts grew $16.9 million, or 3.4 percent, to $519.6 million for the six months ended June 30, 2011 as compared to the same period of 2010 as certain customers tend to “park” funds in money market accounts in a lower interest rate environment. For the first six months of 2011 and 2010, average savings accounts totaled $84.2 million and $75.6 million, respectively, increasing $8.5 million or 11.3 percent since the 2010 period. When compared to the first six months of 2010, average non-interest bearing demand deposits increased $18.9 million, or 9.0 percent to $230.1 million for the same period of 2011. For the six months ended June 30, 2011, certificates of deposit averaged $214.0 million, declining $75.9 million or 26.2 percent because the Corporation has opted not to pay higher rates on maturing certificates of deposit, higher costing certificates of deposit have declined. Average borrowing at the Federal Home Loan Bank totaled $25.4 million for the six months ended June 30, 2011, as compared to $34.3 million for the same six months of 2010, a decline of $8.9 million, or 25.9 percent, as borrowings continue to mature and are not replaced.

 
34



On a tax-equivalent basis, average yields on interest-earning assets declined 47 basis points to 4.08 percent for the first six months of 2011, from 4.55 percent for the same period of 2010. Average yields earned on investment securities declined 72 basis points to 2.49 percent for the six months ended June 30, 2011 as compared to the same prior year period. Average yields on the loan portfolio were 4.92 percent and 5.31 percent for the first six months of 2011 and 2010, respectively, a 39 basis point decline.

The cost of funds, including the effect of noninterest-bearing demand deposits, was 0.57 percent and 0.91 percent for the six months ended June 30, 2011 and 2010, respectively, decreasing 34 basis points.  The average cost of interest-bearing deposits was 0.60 percent for the first six months of 2011, declining 39 basis points from the same 2010 period. The cost of money market products averaged 0.46 percent for the six months ended June 30, 2011, declining 39 basis points, while certificates of deposit costs averaged 1.39 percent, declining 28 basis points from 1.67 percent, each as compared to the same period of 2010.

The effect of the sustained low rate environment on market rates and the Corporation’s repricing of its assets and liabilities contributed to the decline in yields and costs of the Corporation’s interest-bearing assets and liabilities.


 
35


The following tables reflect the components of net interest income for the periods indicated:

Average Balance Sheet
Unaudited
Three Months Ended
(Tax-Equivalent Basis, Dollars in Thousands)

   
June 30, 2011
   
June 30, 2010
 
   
Average
   
Income/
         
Average
   
Income/
       
   
Balance
   
Expense
   
Yield
   
Balance
   
Expense
   
Yield
 
ASSETS:
                                   
Interest-earnings assets:
                                   
   Investments:
                                   
     Taxable (1)
  $ 375,216     $ 2,209       2.35 %   $ 321,887     $ 2,404       2.99 %
     Tax-exempt (1) (2)
    36,855       347       3.77       35,111       420       4.78  
   Loans held for sale
    510       5       3.78       N/A       N/A       N/A  
   Loans (2) (3)
    968,179       11,674       4.82       964,070       12,774       5.30  
   Federal funds sold
    100       -       0.25       201       -       0.22  
   Interest-earning deposits
    32,598       20       0.24       69,245       28       0.16  
   Total interest-earning assets
    1,413,458     $ 14,255       4.03 %     1,390,514     $ 15,626       4.50 %
Noninterest -earning assets:
                                               
   Cash and due from banks
    8,231                       8,478                  
   Allowance for loan losses
    (15,086 )                     (14,075 )                
   Premises and equipment
    33,393                       30,675                  
   Other assets
    71,868                       68,786                  
   Total noninterest-earning assets
    98,406                       93,864                  
Total assets
  $ 1,511,864                     $ 1,484,378                  
                                                 
LIABILITIES:
                                               
Interest-bearing deposits:
                                               
   Checking
  $ 309,310     $ 292       0.38 %   $ 254,018     $ 420       0.66 %
   Money markets
    516,739       577       0.45       510,589       1,019       0.80  
   Savings
    86,150       56       0.26       76,092       79       0.42  
   Certificates of deposit
    208,698       713       1.37       274,240       1,103       1.61  
     Total interest-bearing deposits
    1,120,897       1,638       0.58       1,114,939       2,621       0.94  
   Borrowings
    26,242       198       3.02       32,403       291       3.59  
   Capital lease obligation
    6,410       80       4.98       2,019       51       4.99  
   Total interest-bearing liabilities
    1,153,549       1,916       0.66       1,149,361       2,963       1.03  
Noninterest bearing liabilities
                                               
   Demand deposits
    237,651                       214,198                  
   Accrued expenses and
                                               
     other liabilities
    7,104                       5,667                  
   Total noninterest-bearing
                                               
     liabilities
    244,755                       219,865                  
Shareholders’ equity
    113,561                       115,152                  
   Total liabilities and
                                               
     shareholders’ equity
  $ 1,511,865                     $ 1,484,378                  
   Net Interest income
                                               
     (tax-equivalent basis)
            12,339                       12,663          
     Net interest spread
                    3.37 %                     3.47 %
     Net interest margin (4)
                    3.49 %                     3.64 %
Tax equivalent adjustment
            (156 )                     (176 )        
Net interest income
          $ 12,183                     $ 12,487          

 
(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 nonaccrual loans.
 
(4)
Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

 
36


Average Balance Sheet
Unaudited
Six Months Ended
(Tax-Equivalent Basis, Dollars in Thousands)

   
June 30, 2011
   
June 30, 2010
 
   
Average
   
Income/
         
Average
   
Income/
       
   
Balance
   
Expense
   
Yield
   
Balance
   
Expense
   
Yield
 
ASSETS:
                                   
Interest-earnings assets:
                                   
   Investments:
                                   
     Taxable (1)
  $ 379,625     $ 4,478       2.36 %   $ 323,623     $ 4,914       3.04 %
     Tax-exempt (1) (2)
    36,224       700       3.86       36,448       869       4.77  
   Loans held for sale
    621       21       6.66       N/A       N/A       N/A  
   Loans (2) (3)
    952,712       23,421       4.92       971,231       25,768       5.31  
   Federal funds sold
    100       -       0.26       201       -       0.21  
   Interest-earning deposits
    37,237       48       0.26       56,986       52       0.18  
   Total interest-earning assets
    1,406,519     $ 28,668       4.08 %     1,388,489     $ 31,603       4.55 %
Noninterest -earning assets:
                                               
   Cash and due from banks
    8,055                       8,406                  
   Allowance for loan losses
    (15,010 )                     (13,925 )                
   Premises and equipment
    33,516                       29,341                  
   Other assets
    71,457                       68,817                  
   Total noninterest-earning assets
    98,018                       92,639                  
Total assets
  $ 1,504,537                     $ 1,481,128                  
                                                 
LIABILITIES:
                                               
Interest-bearing deposits:
                                               
   Checking
  $ 303,688     $ 595       0.39 %   $ 246,195     $ 826       0.67 %
   Money markets
    519,590       1,200       0.46       502,673       2,138       0.85  
   Savings
    84,170       109       0.26       75,642       156       0.41  
   Certificates of deposit
    213,998       1,488       1.39       289,860       2,420       1.67  
     Total interest-bearing deposits
    1,121,446       3,392       0.60       1,114,370       5,540       0.99  
   Borrowings
    25,445       401       3.15       34,336       615       3.58  
   Capital lease obligation
    6,372       159       4.97       1,015       51       4.99  
   Total interest-bearing liabilities
    1,153,263       3,952       0.69       1,149,721       6,206       1.08  
Noninterest bearing liabilities
                                               
   Demand deposits
    230,075                       211,138                  
   Accrued expenses and
                                               
     other liabilities
    6,408                       5,877                  
   Total noninterest-bearing
                                               
     liabilities
    236,483                       217,015                  
Shareholders’ equity
    114,791                       114,392                  
   Total liabilities and
                                               
     shareholders’ equity
  $ 1,504,537                     $ 1,481,128                  
   Net Interest income
                                               
     (tax-equivalent basis)
            24,716                       25,397          
     Net interest spread
                    3.39 %                     3.47 %
     Net interest margin (4)
                    3.51 %                     3.66 %
Tax equivalent adjustment
            (312 )                     (363 )        
Net interest income
          $ 24,404                     $ 25,034          

 
(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 nonaccrual loans.
 
(4)
Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

 
37


OTHER INCOME:  For the second quarter of 2011, other income, excluding fee income from PGB Trust and Investments, totaled $1.5 million as compared to $1.1 million for the same quarter in 2010.  Net securities gains for the second quarter of 2011 totaled $277 thousand while the Corporation recorded $2 thousand of net securities gains in the same quarter of 2010. Service charges and fees increased $64 thousand or 9.3 percent from $691 thousand in the second quarter of 2010 to $755 thousand in the same quarter of 2011, due principally to increased activity from checking customers. Income earned on bank owned life insurance for the second quarters of 2011 and 2010 was $261 thousand and $219 thousand, respectively, an increase of $42 thousand or 19.2 percent, which was attributable to higher yields in 2011.

The Corporation recorded other income, excluding fee income from PGB Trust and Investments, of $2.9 million for the six months ended June 30, 2011, as compared to $2.2 million for the same period in 2010, an increase of $737 thousand or 33.4 percent. Net securities gains totaled $473 thousand and $2 thousand in the six months ended June 30, 2011 and 2010, respectively. For the first half of 2011, service charges and fees increased $110 thousand or 8.2 percent from the same period last year to $1.5 million, due principally to increased activity from checking customers. Income earned on bank owned life insurance for the six months ended June 30, 2011 was $512 thousand as compared to $416 thousand for the six months ended June 30, 2010, an increase of $96 thousand or 23.1 percent, which was attributable to higher yields in 2011.
 
OPERATING EXPENSES:  The Corporation recorded operating expenses of $11.0 million for each of the second quarters of 2011 and 2010. For the quarter ended June 30, 2011, salary and benefit expense was $5.8 million as compared to $5.7 million in the same quarter of 2010, an increase of $113 thousand or 2.0 percent.  Premises and equipment expense totaled $2.4 million and $2.6 million, for the second quarters of 2011 and 2010, respectively, a decrease of $202 thousand or 7.8 percent, as the prior year period included various move-related expenses. Due to a regulatory change in the calculation of the assessment, FDIC expense decreased $155 thousand or 28.1 percent in the second quarter of 2011 as compared to $552 thousand in the second quarter of 2010. Professional and legal fees declined approximately $103 thousand or 27.3 percent from $377 thousand in the second quarter of 2010 to $274 thousand in the same quarter of 2011. Telephone expense increased $101 thousand from the second quarter of 2010 to $266 thousand in the second quarter of 2011 due principally to a system upgrade. Loan expense increased $154 thousand to $193 thousand for the same period due to increased problem loan expense.

For the six months ended June 30, 2011 and 2010, the Corporation recorded operating expenses of $22.3 million and $21.6 million, respectively, an increase of $743 thousand or 3.5 percent. Salary and benefit expense was $11.8 million for the second quarter of 2011 as compared to $11.4 million for the same quarter a year ago, an increase of $377 thousand or 3.3 percent, in part due to salary increases and additional commissions paid to mortgage originators. For the six months ended June 30, 2011 and 2010, premises and equipment expense was $4.7 million and $5.0 million, respectively, a decrease of $224 thousand or 4.5 percent.  Last year’s premises and equipment expense included some one-time expenses due to the move to a new administration building as well as some branch-related maintenance projects. FDIC expense declined $137 thousand or 12.0 percent from the six months ended June 30, 2010 to $1.0 million for the same six month period in 2011, due to the calculation change described above. Professional and legal fees recorded for the six months ended 2011 was $572 thousand, a decrease of $128 thousand or 18.3 percent from the same year ago period and was due to one-time expenses due to the major system upgrade in our Trust Division in May 2010 and placement fees. Trust department expense increased by $368 thousand from the six months ended June 30, 2010 due to increased recurring costs of the system upgrade implemented last year. Other operating expenses were $1.7 million and $1.5 million for the six months ended June 30, 2011 and 2010, respectively, an increase of $161 thousand or 10.4 percent, which includes increases to other real estate owned expense of $55 thousand and expense of our debit card program, including fraud-related chargebacks, of $83 thousand.


 
38


The following table presents the components of other expense for the periods indicated:

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(In thousands)
 
2011
   
2010
   
2011
   
2010
 
Salaries and employee benefits
  $ 5,817     $ 5,704     $ 11,790     $ 11,413  
Premises and equipment
    2,386       2,588       4,736       4,960  
FDIC assessment
    397       552       1,001       1,138  
Trust department expense
    426       367       931       563  
Professional and legal fees
    274       377       572       701  
Telephone
    266       165       447       301  
Advertising
    215       221       412       388  
Loan Expense
    193       39       291       153  
Postage
    80       84       197       192  
Stationery and supplies
    89       113       192       204  
Other expense
    892       795       1,709       1,522  
   Total other expense
  $ 11,035     $ 11,005     $ 22,278     $ 21,535  

PGB TRUST AND INVESTMENTS:  PGB Trust and Investments, a division of the Bank, has served in the roles of executor and trustee while providing investment management, custodial, tax, retirement and financial services to its growing client base. Officers from PGB Trust and Investments are available to provide trust and investment services at the Bank’s new corporate headquarters in Bedminster, New Jersey, and its Clinton, Morristown and Summit, New Jersey branches as well as at an office located in Bethlehem, Pennsylvania.

The market value of trust assets under administration for PGB Trust and Investments was approximately $2.01 billion at June 30, 2011.

PGB Trust and Investments generated fee income of $2.8 million for the second quarter of 2011 as compared to $2.7 million for the same quarter of 2010, an increase of $143 thousand or 5.3 percent.   For the first six months of 2011 and 2010, PGB Trust and Investments generated fee income of $5.5 million and $5.1 million, respectively, an increase of $497 thousand or 9.8 percent.  The increase reflects increased fees due to increased business, as well as an increase in market value of assets under management, on which the investment management fees are based.

While the “Operating Expenses” section above offers an overall discussion of the Corporation’s expenses including the Trust Division, other expenses relative to PGB Trust and Investments were $2.4 million and $2.5 million for the second quarters of 2011 and 2010, respectively, a decrease of $51 thousand or 2.1 percent.  For the second quarter of 2011, salaries and benefits expense declined $55 thousand, or 4.4 percent when compared to the same period in 2010.

PGB Trust and Investments recorded other expenses of $4.9 million for the six months ended June 30, 2011 as compared to $4.8 million for the same period of 2010, an increase of $96 thousand, or 2.0 percent. Salaries and benefits expense was $2.4 million and $2.6 million for the first half of 2011 and 2010, respectively, a decrease of $150 thousand, or 5.9 percent. Other expenses totaled $2.5 million for the six months ended June 30, 2011, an increase of $246 thousand, or 10.8 percent. A portion of the increased expenses related to a new operating system, which the Division began using in May 2010.

The Trust Division currently generates adequate revenue to support the salaries, benefits and other expenses of the Division; however, Management believes that the Bank generates adequate liquidity to support the expenses of the Division should it be necessary.



 
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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 $18.4 million and $22.8 million at June 30, 2011 and December 31, 2010 respectively.  Non-performing assets have decreased during the first half of 2011 as problem assets and loans continue to be sold or paid off.

The following table sets forth asset quality data on the dates indicated (in thousands):

   
June 30,
   
March 31,
   
December 31,
   
September 30,
   
June 30,
 
   
2011
   
2011
   
2010
   
2010
   
2010
 
                               
Loans past due over 90 days
                             
     and still accruing
  $ 412     $ 323     $ 666     $ 442     $ 736  
Nonaccrual loans (A)
    14,943       19,173       18,114       17,535       20,361  
Other real estate owned
    3,000       3,000       4,000       1,000       210  
  Total nonperforming assets
  $ 18,355     $ 22,496     $ 22,780     $ 18,977     $ 21,307  
                                         
Restructured loans (A)
  $ 9,603     $ 5,639     $ 7,157     $ 10,639     $ 10,613  
                                         
Loans past due 30 through 89 days
                                       
     and still accruing
  $ 8,200     $ 5,419     $ 5,475     $ 9,487     $ 9,444  
                                         
Classified loans (B)
  $ 51,586     $ 51,186     $ 41,979     $ 36,521     $ 48,722  
                                         
Impaired Loans (B)
  $ 23,115     $ 26,056     $ 28,397     $ 36,521     $ 48,722  
                                         
Nonperforming loans as a % of
                                       
   total loans
    1.59 %     2.05 %     2.01 %     1.90 %     2.20 %
Nonperforming assets as a % of
                                       
   total assets
    1.21 %     1.48 %     1.51 %     1.28 %     1.44 %
Nonperforming assets as a % of
                                       
   total loans plus other real
                                       
estate owned
    1.89 %     2.36 %     2.43 %     2.01 %     2.22 %
                                         
(A) At June 30, 2011, restructured loans include $8.2 million of commercial and commercial mortgage loans, which are troubled debt restructured loans and considered impaired. Any restructured loans that are on nonaccrual status are only reported in nonaccrual loans and not also in restructured loans.
 
(B) At June 30, 2011, $23.1 million, at March 31, 2011 $26.1 million and at December 31, 2010, $28.4 million of the classified loans were also considered impaired. In periods prior to December 31, 2010, all loans classified substandard were also considered impaired.
 
 
We do not hold, have not made nor invested in subprime loans or “Alt-A” type mortgages.

PROVISION FOR LOAN LOSSES:  The provision for loan losses was $2.0 million and $2.8 million for the second quarters of 2011 and 2010, respectively. The provision for loan losses was $4.0 million for the first six months of 2011 as compared to $5.2 million for the same 2010 period. 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.  Commercial credits carry a higher risk profile, which is reflected in Management’s determination of the proper level of the allowance for loan losses.

The provision for loan losses was primarily made for the changes in the specific reserves on impaired loans, net charge-offs and for the impact of the net charge-off trends and environmental factors on the general reserve.


 
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Of the $2.0 million quarterly provision for loan losses, $1.0 million was made for net charge-offs as approximately $1.3 million of the $2.3 million in net charge-offs was specifically reserved on impaired loans as of March 31, 2011. In addition, approximately $400 thousand was made for the general reserve, including unallocated, due to the impact of net charge-offs on the historical calculation and other factors, and the remaining provision was made for specific reserve on impaired loans.  The $4.0 million year to date provision for loan losses was primarily made for net charge-offs and for the increase in the general reserve.

The overall allowance for loan losses was $14.1 million as of June 30, 2011 as compared to $14.3 million at December 31, 2010. As a percentage of loans, the allowance for loan losses was 1.46 percent as of June 30, 2011 as compared to 1.53 percent at December 31, 2010. The decline in the allowance as a percentage of loans is primarily due to the charge-off of specific reserves on impaired loans. The specific reserves on impaired loans have decreased to $1.7 million at June 30, 2011 as compared to $2.5 million as of December 31, 2010. The decrease is directionally consistent with the decline in total impaired loans which were $23.1 million and $28.4 million as of June 30, 2011 and December 31, 2010, respectively. Although the specific component of the allowance for loan loss has declined, the general component of the allowance continues to increase and was $12.3 million at June 30, 2011 as compared to $11.8 million at December 31, 2010. As a percentage of non-impaired loans, the general reserve was 1.28 percent and 1.27 percent at June 30, 2011 and December 31, 2010, respectively. Based on its analysis, Management believes the allowance for loan loss is a reasonable estimate for probable incurred losses in the portfolio as of June 30, 2011.

INCOME TAXES:  For the second quarter of 2011, income tax expense as a percentage of pre-tax income was 38 percent as compared to 30 percent for the second quarter of 2010.  Pre-tax income totaled $3.5 million and $2.5 million for the second quarters of 2011 and 2010, respectively.  For the six months ended June 30, 2011, income tax expense as a percentage of pre-tax income was 35 percent as compared to 31 percent for the same six month period in 2010.  Pre-tax income totaled $6.6 million for the first six months of 2011 as compared to $5.6 million for the same 2010 period. The increase in the effective tax rate for the three and six months ended June 30, 2011 as compared to the same periods in 2010 is primarily due to increased income at the Bank level due to the dissolution of the Bank’s investment company subsidiary.

CAPITAL RESOURCES:  At June 30, 2011, the Corporation’s total shareholders’ equity was $115.2 million as compared to $117.7 million at December 31, 2010.  The primary reason for the decrease is the Corporation’s partial redemption of preferred stock previously issued under the U.S. Treasury’s Capital Purchase Plan in March 2011, described fully in Note 8 to the Consolidated Financial Statements.

The Corporation through the Bank is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation and the Bank’s consolidated financial statements.
 
 
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total and Tier I capital to risk-weighted assets and of Tier I capital to average assets. At year-end 2010 and 2009, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that Management believes have changed the institution’s category.


 
41


Tier 1 Capital consists of common stock, retained earnings, minority interests in the equity accounts of consolidated subsidiaries non-cumulative preferred stock, and cumulative preferred stock issued to the U.S. Treasury in the Capital Purchase Program, less goodwill and certain other intangibles. The remainder of capital may consist of other preferred stock, certain other instruments and a portion of the allowance for loan loss. At June 30, 2011, the Bank’s Tier 1 Capital and Total Capital ratios to risk-weighted assets were 11.97 percent and 13.19 percent, respectively, both in excess of the well-capitalized standards of 6.0 percent and 10.0 percent, respectively.

In addition, the Federal Reserve Board has established minimum leverage ratio guidelines. The Bank’s leverage ratio at June 30, 2011, was 7.43 percent, in excess of the well-capitalized standard of 5.0 percent.

At June 30, 2011, the Corporation’s Tier 1 Capital and Total Capital ratios to risk-weighted assets were 12.67 percent and 13.92 percent, respectively, while the Corporation’s leverage ratio was 7.63 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 believes that the Corporation’s liquidity position is sufficient to meet future needs.  Cash and cash equivalents, interest earning deposits and federal funds sold totaled $60.4 million at June 30, 2011.  In addition, the Corporation has $249.8 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.  Carrying value as of June 30, 2011, of investment securities and securities available for sale maturing within one year totals $19.7 million.

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 June 30, 2011, core deposits equaled $1.29 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.

RECENT ACCOUNTING PRONOUNCEMENTS:

The FASB has issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Accounting Standards CodificationTM (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The provisions of this update are not expected to have a material impact on the Corporation’s consolidated financial position, results of operations or cash flows.

 
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 The FASB has issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs.  The amendments to the FASB Accounting Standards Codification™ (Codification) in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The provisions of this update are not expected to have a material impact on the Corporation’s consolidated financial position, results of operations or cash flows.

The FASB has issued Accounting Standards Update (ASU) No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The FASB believes the guidance in this ASU will improve financial reporting by creating greater consistency in the way GAAP is applied for various types of debt restructurings. The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings.  In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards Codification™ (Codification) Topic 310, Receivables, clarify the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The adoption of this update will result in additional disclosures in the interim and annual consolidated financial statements.

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 (June 30, 2011).

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 defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) 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 during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.


 
43


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 six months ended June 30, 2011 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, 2010.

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases or unregistered sales of the Corporation’s stock during the quarter.

ITEM 6.  Exhibits

3
 
Articles of Incorporation and By-Laws:
   
A. Certificate of Incorporation of the Registrant, as amended, as incorporated herein by reference to the Registrant’s Form 10-Q Quarterly Report filed on November 9, 2009.
   
B.  By-Laws of the Registrant, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on April 23, 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 Jeffrey J. Carfora, 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 Jeffrey J. Carfora, Chief Financial Officer of the Corporation.
 

 
44


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:  August 9, 2011
By:     /s/ Frank A. Kissel
 
Frank A. Kissel
 
Chairman of the Board and Chief Executive Officer
   
   
DATE:  August 9, 2011
By:    /s/ Jeffrey J. Carfora
 
Jeffrey J. Carfora
 
Executive Vice President and Chief Financial Officer and
 
Chief Accounting Officer


 
45


EXHIBIT INDEX


Number
 
Description
     
3
 
Articles of Incorporation and By-Laws:
   
A. Certificate of Incorporation of the Registrant, as amended, incorporated herein by reference to the Registrant’s Quarterly Report on Form 10Q as filed on November 9, 2009.
   
B.  By-Laws of the Registrant, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on April 23, 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 Jeffrey J. Carfora, 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 Jeffrey J. Carfora, Chief Financial Officer of the Corporation.
 


 
 
46