UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarter Ended June 30, 2018
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 07921-0700
(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 requirement for the past 90 days.
Yes ☒ No ☐.
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 or 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 ☒ No ☐
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,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
|
Large accelerated filer |
☐ |
|
|
Accelerated filer |
☒ |
|
Non-accelerated filer |
☐ |
(do not check if a smaller reporting company) |
|
Smaller reporting company |
☐ |
|
Emerging growth company |
☐ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of Common Stock outstanding as of August 1, 2018:
19,011,212
PEAPACK-GLADSTONE FINANCIAL CORPORATION
PART 1 FINANCIAL INFORMATION
PART 2 OTHER INFORMATION
|
Item 1 |
|
63 |
|
|
Item 1A |
|
63 |
|
|
Item 2 |
|
63 |
|
|
Item 3 |
|
63 |
|
|
Item 4 |
|
63 |
|
|
Item 5 |
|
63 |
|
|
Item 6 |
|
64 |
2
Item 1. Financial Statements (Unaudited)
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands, except share and per share data)
|
|
|
(unaudited) |
|
|
(audited) |
|
||
|
|
|
June 30, |
|
|
December 31, |
|
||
|
|
|
2018 |
|
|
2017 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
4,458 |
|
|
$ |
4,415 |
|
|
Federal funds sold |
|
|
101 |
|
|
|
101 |
|
|
Interest-earning deposits |
|
|
62,231 |
|
|
|
108,931 |
|
|
Total cash and cash equivalents |
|
|
66,790 |
|
|
|
113,447 |
|
|
Securities available for sale |
|
|
346,790 |
|
|
|
327,633 |
|
|
Equity security |
|
|
4,710 |
|
|
|
— |
|
|
FHLB and FRB stock, at cost |
|
|
21,533 |
|
|
|
13,378 |
|
|
Loans held for sale, at fair value |
|
|
996 |
|
|
|
984 |
|
|
Loans held for sale, at lower of cost or fair value |
|
|
3,000 |
|
|
|
187 |
|
|
Loans |
|
|
3,722,905 |
|
|
|
3,704,440 |
|
|
Less: Allowance for loan and lease losses |
|
|
38,066 |
|
|
|
36,440 |
|
|
Net loans |
|
|
3,684,839 |
|
|
|
3,668,000 |
|
|
Premises and equipment |
|
|
28,404 |
|
|
|
29,476 |
|
|
Other real estate owned |
|
|
1,608 |
|
|
|
2,090 |
|
|
Accrued interest receivable |
|
|
7,202 |
|
|
|
9,452 |
|
|
Bank owned life insurance |
|
|
44,980 |
|
|
|
44,586 |
|
|
Goodwill |
|
|
17,107 |
|
|
|
17,107 |
|
|
Other intangible assets |
|
|
6,370 |
|
|
|
6,729 |
|
|
Other assets |
|
|
30,845 |
|
|
|
27,478 |
|
|
TOTAL ASSETS |
|
$ |
4,265,174 |
|
|
$ |
4,260,547 |
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand deposits |
|
$ |
527,453 |
|
|
$ |
539,304 |
|
|
Interest-bearing deposits: |
|
|
|
|
|
|
|
|
|
Interest-bearing deposits checking |
|
|
1,053,004 |
|
|
|
1,152,483 |
|
|
Savings |
|
|
120,986 |
|
|
|
119,556 |
|
|
Money market accounts |
|
|
1,051,893 |
|
|
|
1,091,385 |
|
|
Certificates of deposit - retail |
|
|
431,679 |
|
|
|
344,652 |
|
|
Certificates of deposit - listing service |
|
|
96,644 |
|
|
|
198,383 |
|
|
Subtotal deposits |
|
|
3,281,659 |
|
|
|
3,445,763 |
|
|
Interest-bearing demand - brokered |
|
|
180,000 |
|
|
|
180,000 |
|
|
Certificates of deposit - brokered |
|
|
61,254 |
|
|
|
72,591 |
|
|
Total deposits |
|
|
3,522,913 |
|
|
|
3,698,354 |
|
|
Overnight borrowings |
|
|
127,350 |
|
|
|
— |
|
|
Federal Home Loan Bank advances |
|
|
52,898 |
|
|
|
37,898 |
|
|
Capital lease obligation |
|
|
8,728 |
|
|
|
9,072 |
|
|
Subordinated debt, net |
|
|
83,133 |
|
|
|
83,024 |
|
|
Accrued expenses and other liabilities |
|
|
33,133 |
|
|
|
28,521 |
|
|
TOTAL LIABILITIES |
|
|
3,828,155 |
|
|
|
3,856,869 |
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
Preferred stock (no par value; authorized 500,000 shares; liquidation preference of $1,000 per share) |
|
|
— |
|
|
|
— |
|
|
Common stock (no par value; stated value $0.83 per share; authorized 21,000,000 shares; issued shares, 19,415,490 at June 30, 2018 and 19,027,812 at December 31, 2017; outstanding shares, 19,007,312 at June 30, 2018 and 18,619,634 at December 31, 2017 |
|
|
16,183 |
|
|
|
15,858 |
|
|
Surplus |
|
|
297,318 |
|
|
|
283,552 |
|
|
Treasury stock at cost, 408,178 shares at both June 30, 2018 and December 31, 2017 |
|
|
(8,988 |
) |
|
|
(8,988 |
) |
|
Retained earnings |
|
|
135,260 |
|
|
|
114,468 |
|
|
Accumulated other comprehensive loss, net of income tax |
|
|
(2,754 |
) |
|
|
(1,212 |
) |
|
TOTAL SHAREHOLDERS’ EQUITY |
|
|
437,019 |
|
|
|
403,678 |
|
|
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY |
|
$ |
4,265,174 |
|
|
$ |
4,260,547 |
|
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, |
|
||||||||||
|
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
37,102 |
|
|
$ |
31,637 |
|
|
$ |
71,769 |
|
|
$ |
61,129 |
|
|
Interest on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
2,072 |
|
|
|
1,477 |
|
|
|
3,997 |
|
|
|
2,981 |
|
|
Tax-exempt |
|
|
99 |
|
|
|
115 |
|
|
|
208 |
|
|
|
236 |
|
|
Interest on loans held for sale |
|
|
6 |
|
|
|
7 |
|
|
|
16 |
|
|
|
11 |
|
|
Interest on interest-earning deposits |
|
|
395 |
|
|
|
176 |
|
|
|
752 |
|
|
|
440 |
|
|
Total interest income |
|
|
39,674 |
|
|
|
33,412 |
|
|
|
76,742 |
|
|
|
64,797 |
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on savings and interest-bearing deposit accounts |
|
|
4,416 |
|
|
|
2,320 |
|
|
|
8,135 |
|
|
|
4,132 |
|
|
Interest on certificates of deposit |
|
|
2,330 |
|
|
|
1,650 |
|
|
|
4,479 |
|
|
|
3,220 |
|
|
Interest on borrowed funds |
|
|
1,155 |
|
|
|
354 |
|
|
|
1,525 |
|
|
|
657 |
|
|
Interest on capital lease obligation |
|
|
106 |
|
|
|
114 |
|
|
|
213 |
|
|
|
229 |
|
|
Interest on subordinated debt |
|
|
1,221 |
|
|
|
783 |
|
|
|
2,442 |
|
|
|
1,566 |
|
|
Subtotal - interest expense |
|
|
9,228 |
|
|
|
5,221 |
|
|
|
16,794 |
|
|
|
9,804 |
|
|
Interest on interest-bearing demand - brokered |
|
|
804 |
|
|
|
726 |
|
|
|
1,484 |
|
|
|
1,446 |
|
|
Interest on certificates of deposits - brokered |
|
|
399 |
|
|
|
493 |
|
|
|
828 |
|
|
|
984 |
|
|
Total Interest expense |
|
|
10,431 |
|
|
|
6,440 |
|
|
|
19,106 |
|
|
|
12,234 |
|
|
NET INTEREST INCOME BEFORE PROVISION FOR LOAN AND LEASE LOSSES |
|
|
29,243 |
|
|
|
26,972 |
|
|
|
57,636 |
|
|
|
52,563 |
|
|
Provision for loan and lease losses |
|
|
300 |
|
|
|
2,200 |
|
|
|
1,550 |
|
|
|
3,800 |
|
|
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES |
|
|
28,943 |
|
|
|
24,772 |
|
|
|
56,086 |
|
|
|
48,763 |
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wealth management fee income |
|
|
8,126 |
|
|
|
5,086 |
|
|
|
16,493 |
|
|
|
9,904 |
|
|
Service charges and fees |
|
|
873 |
|
|
|
815 |
|
|
|
1,704 |
|
|
|
1,586 |
|
|
Bank owned life insurance |
|
|
345 |
|
|
|
350 |
|
|
|
681 |
|
|
|
672 |
|
|
Gains on loans held for sale at fair value (mortgage banking) |
|
|
79 |
|
|
|
91 |
|
|
|
173 |
|
|
|
138 |
|
|
Fee income related to loan level, back-to-back swaps |
|
|
900 |
|
|
|
1,291 |
|
|
|
1,152 |
|
|
|
1,747 |
|
|
Gain on sale of SBA loans |
|
|
814 |
|
|
|
142 |
|
|
|
845 |
|
|
|
297 |
|
|
Other income |
|
|
639 |
|
|
|
396 |
|
|
|
1,021 |
|
|
|
846 |
|
|
Securities losses, net |
|
|
(36 |
) |
|
|
— |
|
|
|
(114 |
) |
|
|
— |
|
|
Total other income |
|
|
11,740 |
|
|
|
8,171 |
|
|
|
21,955 |
|
|
|
15,190 |
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and employee benefits |
|
|
15,826 |
|
|
|
12,751 |
|
|
|
30,405 |
|
|
|
24,664 |
|
|
Premises and equipment |
|
|
3,406 |
|
|
|
3,033 |
|
|
|
6,676 |
|
|
|
5,849 |
|
|
FDIC insurance expense |
|
|
625 |
|
|
|
602 |
|
|
|
1,205 |
|
|
|
1,288 |
|
|
Other operating expense |
|
|
5,084 |
|
|
|
3,709 |
|
|
|
9,992 |
|
|
|
7,598 |
|
|
Total operating expenses |
|
|
24,941 |
|
|
|
20,095 |
|
|
|
48,278 |
|
|
|
39,399 |
|
|
INCOME BEFORE INCOME TAX EXPENSE |
|
|
15,742 |
|
|
|
12,848 |
|
|
|
29,763 |
|
|
|
24,554 |
|
|
Income tax expense |
|
|
3,832 |
|
|
|
4,908 |
|
|
|
7,046 |
|
|
|
8,632 |
|
|
NET INCOME |
|
$ |
11,910 |
|
|
$ |
7,940 |
|
|
$ |
22,717 |
|
|
$ |
15,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.63 |
|
|
$ |
0.45 |
|
|
$ |
1.21 |
|
|
$ |
0.92 |
|
|
Diluted |
|
$ |
0.62 |
|
|
$ |
0.45 |
|
|
$ |
1.20 |
|
|
$ |
0.91 |
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
18,930,893 |
|
|
|
17,505,638 |
|
|
|
18,770,492 |
|
|
|
17,314,695 |
|
|
Diluted |
|
|
19,098,838 |
|
|
|
17,756,390 |
|
|
|
18,996,979 |
|
|
|
17,588,816 |
|
See accompanying notes to consolidated financial statements
4
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
Net income |
|
$ |
11,910 |
|
|
$ |
7,940 |
|
|
$ |
22,717 |
|
|
$ |
15,922 |
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains/(losses) on available for sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains/(losses) arising during the period |
|
|
(653 |
) |
|
|
199 |
|
|
|
(3,587 |
) |
|
|
835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect |
|
|
159 |
|
|
|
(77 |
) |
|
|
835 |
|
|
|
(316 |
) |
|
Net of tax |
|
|
(494 |
) |
|
|
122 |
|
|
|
(2,752 |
) |
|
|
519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains/(losses) arising during the period |
|
|
828 |
|
|
|
(64 |
) |
|
|
1,569 |
|
|
|
801 |
|
|
Reclassification adjustment for amounts included in net income |
|
|
(31 |
) |
|
|
— |
|
|
|
(62 |
) |
|
|
— |
|
|
|
|
|
797 |
|
|
|
(64 |
) |
|
|
1,507 |
|
|
|
801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect |
|
|
(215 |
) |
|
|
26 |
|
|
|
(424 |
) |
|
|
(327 |
) |
|
Net of tax |
|
|
582 |
|
|
|
(38 |
) |
|
|
1,083 |
|
|
|
474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss) |
|
|
88 |
|
|
|
84 |
|
|
|
(1,669 |
) |
|
|
993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
11,998 |
|
|
$ |
8,024 |
|
|
$ |
21,048 |
|
|
$ |
16,915 |
|
See accompanying notes to consolidated financial statements
5
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
Six Months Ended June 30, 2018
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Accumulated |
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Other |
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(In thousands, except |
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Common |
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Treasury |
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Retained |
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Comprehensive |
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per share data) |
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Stock |
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Surplus |
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Stock |
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Earnings |
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Loss |
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Total |
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Balance at January 1, 2018 18,619,634 common shares outstanding |
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$ |
15,858 |
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$ |
283,552 |
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$ |
(8,988 |
) |
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$ |
114,468 |
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$ |
(1,212 |
) |
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$ |
403,678 |
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Net income |
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— |
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— |
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— |
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22,717 |
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— |
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22,717 |
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Comprehensive loss |
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— |
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— |
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— |
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— |
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(1,669 |
) |
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(1,669 |
) |
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Cumulative adjustment for equity security (ASU 2016-01) |
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— |
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— |
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— |
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(127 |
) |
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127 |
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— |
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Restricted stock units issued 85,242 shares |
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71 |
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(71 |
) |
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— |
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— |
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— |
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— |
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Restricted stock awards forfeitures, (94,034) shares |
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(78 |
) |
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78 |
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— |
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— |
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— |
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— |
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Restricted stock units/awards repurchased on vesting to pay taxes, (40,457) shares |
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(33 |
) |
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(1,370 |
) |
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— |
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— |
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— |
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(1,403 |
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Amortization of restricted stock awards/units |
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— |
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2,130 |
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— |
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— |
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— |
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2,130 |
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Cash dividends declared on common stock ($0.10 per share) |
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— |
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— |
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— |
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(1,798 |
) |
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— |
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(1,798 |
) |
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Common stock options exercised, 10,683, net of 2,374 used to exercise, 8,309 shares |
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9 |
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93 |
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— |
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— |
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— |
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102 |
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Sales of shares (Dividend Reinvestment Program), 392,302 shares |
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326 |
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12,407 |
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— |
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— |
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— |
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12,733 |
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Issuance of shares for Employee Stock Purchase Plan, 15,490 shares |
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13 |
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516 |
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— |
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— |
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— |
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529 |
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Issuance of common stock for acquisition 20,826 shares |
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17 |
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(17 |
) |
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— |
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— |
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— |
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— |
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Balance at June 30, 2018 19,007,312 common shares outstanding |
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$ |
16,183 |
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$ |
297,318 |
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$ |
(8,988 |
) |
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$ |
135,260 |
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$ |
(2,754 |
) |
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$ |
437,019 |
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See accompanying notes to consolidated financial statements
6
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
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Six Months Ended June 30, |
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2018 |
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2017 |
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OPERATING ACTIVITIES: |
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Net income |
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$ |
22,717 |
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$ |
15,922 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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1,560 |
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1,703 |
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Amortization of premium and accretion of discount on securities, net |
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741 |
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841 |
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Amortization of restricted stock |
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2,130 |
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1,671 |
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Amortization of intangible assets |
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359 |
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62 |
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Amortization of subordinated debt costs |
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109 |
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65 |
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Provision of loan and lease losses |
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1,550 |
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3,800 |
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Provision for OREO losses |
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204 |
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— |
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Deferred tax expense/(benefit) |
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1,429 |
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(2,234 |
) |
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Stock-based compensation and employee stock purchase plan expense |
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112 |
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79 |
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Fair value adjustment for equity security |
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114 |
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— |
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Loans originated for sale (1) |
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(25,418 |
) |
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(13,910 |
) |
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Proceeds from sales of loans held for sale (1) |
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23,609 |
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13,233 |
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Gain on loans held for sale (1) |
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(1,018 |
) |
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(435 |
) |
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Gain on OREO sold |
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(26 |
) |
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— |
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Gain on death benefit |
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— |
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(62 |
) |
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Increase in cash surrender value of life insurance, net |
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(394 |
) |
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(404 |
) |
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Decrease in accrued interest receivable |
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2,250 |
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1,377 |
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Decrease in other assets |
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4,496 |
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8,843 |
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(Decrease)/increase in accrued expenses, capital lease obligations and other liabilities |
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(3,167 |
) |
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|
743 |
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NET CASH PROVIDED BY OPERATING ACTIVITIES |
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31,357 |
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31,294 |
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INVESTING ACTIVITIES: |
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Principal repayments, maturities and calls of securities available for sale |
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40,189 |
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32,337 |
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Redemptions for FHLB & FRB stock |
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49,068 |
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13,282 |
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Purchase of securities available for sale |
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(68,547 |
) |
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(42,179 |
) |
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Purchase of FHLB & FRB stock |
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(57,223 |
) |
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(17,956 |
) |
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Net increase in loans, net of participations sold |
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(18,389 |
) |
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(352,270 |
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Sale of other real estate owned |
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304 |
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298 |
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Purchase of premises and equipment |
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(488 |
) |
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(1,138 |
) |
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NET CASH USED IN INVESTING ACTIVITIES |
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(55,086 |
) |
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(367,626 |
) |
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FINANCING ACTIVITIES: |
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Net (decrease)/increase in deposits |
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(175,441 |
) |
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169,416 |
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Net increase in overnight borrowings |
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127,350 |
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87,000 |
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Proceeds from Federal Home Loan Bank advances |
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30,000 |
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|
— |
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Repayments of Federal Home Loan Bank advances |
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(15,000 |
) |
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(3,000 |
) |
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Dividends paid on common stock |
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(1,798 |
) |
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(1,742 |
) |
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Exercise of Stock Options, net of stock swaps |
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|
102 |
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321 |
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Restricted stock repurchased on vesting to pay taxes |
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(1,403 |
) |
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(1,415 |
) |
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Sales of common shares (Dividend Reinvestment Program) |
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12,733 |
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16,473 |
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Issuance of shares for employee stock purchase plan |
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|
529 |
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|
408 |
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NET CASH (USED IN)/PROVIDED BY IN FINANCING ACTIVITIES |
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(22,928 |
) |
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|
267,461 |
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Net decrease in cash and cash equivalents |
|
|
(46,657 |
) |
|
|
(68,871 |
) |
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Cash and cash equivalents at beginning of period |
|
|
113,447 |
|
|
|
162,691 |
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Cash and cash equivalents at end of period |
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