-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJ5HuUTjvvbhWEAAWAdeA/bEP7f4k3P2QSoPudg7k9xjpluPHZrxpERrbammKwsJ cEZMPqKQMu5WpD4JJXYIlA== 0000930413-03-002451.txt : 20030814 0000930413-03-002451.hdr.sgml : 20030814 20030814112311 ACCESSION NUMBER: 0000930413-03-002451 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SENTINEL BANCORP INC CENTRAL INDEX KEY: 0001051092 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 223566151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23809 FILM NUMBER: 03844348 BUSINESS ADDRESS: STREET 1: 1000 WOODBRIDGE CENTER DRIVE CITY: WOODBRIDGE STATE: NJ ZIP: 07095 BUSINESS PHONE: 7327268700 MAIL ADDRESS: STREET 1: 1000 WOODBRIDGE CENTER DRIVE CITY: WOODBRIDGE STATE: NJ ZIP: 07095 FORMER COMPANY: FORMER CONFORMED NAME: FIRST SOURCE BANCORP INC DATE OF NAME CHANGE: 19971209 10-Q 1 c29049_10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended................................ JUNE 30, 2003 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.: 000-23809 FIRST SENTINEL BANCORP, INC. (exact name of registrant as specified in its charter) DELAWARE 22-3566151 (State or other jurisdiction of (IRS Employer I.D. No.) incorporation or organization) 1000 WOODBRIDGE CENTER DRIVE, WOODBRIDGE, NJ 07095 (Address of principal executive offices) Registrant's telephone number, including area code: (732) 726-9700 NOT APPLICABLE Former Name, Address, and Fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ . Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes __X__ No _____ . APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT AUGUST 1, 2003 - -------------------------- ----------------------------- Common Stock 27,647,213 shares FIRST SENTINEL BANCORP, INC. INDEX TO FORM 10-Q Page # PART I. FINANCIAL INFORMATION ------ Item 1. Financial Statements (Unaudited) Consolidated Statements of Financial Condition as of June 30, 2003 and December 31, 2002 3 Consolidated Statements of Income for the three and six months ended June 30, 2003 and 2002 4 Consolidated Statements of Stockholders' Equity for the six months ended June 30, 2003 and 2002 5 Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosure About Market Risk 18 Item 4. Controls and Procedures 18 PART II. OTHER INFORMATION 18 SIGNATURES 20 2 FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except share data) (Unaudited)
June 30, December 31, 2003 2002 ----------- ----------- ASSETS Cash and due from banks ......................................................... $ 30,055 $ 21,695 Federal funds sold .............................................................. 30,300 44,250 ----------- ----------- Total cash and cash equivalents ............................................ 60,355 65,945 Federal Home Loan Bank of New York (FHLB-NY) stock, at cost ..................... 21,829 20,835 Investment securities available for sale ........................................ 120,980 114,219 Mortgage-backed securities available for sale ................................... 791,102 790,562 Loans held for sale, net ........................................................ 7,957 563 Loans receivable, net ........................................................... 1,206,704 1,200,647 Interest and dividends receivable ............................................... 10,301 11,055 Premises and equipment, net ..................................................... 16,077 15,882 Core deposit intangibles ........................................................ 4,149 4,568 Other assets .................................................................... 31,112 32,758 ----------- ----------- Total assets ............................................................... $ 2,270,566 $ 2,257,034 =========== =========== - -------------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits ........................................................................ $ 1,401,422 $ 1,387,986 Borrowed funds .................................................................. 601,583 596,663 Advances by borrowers for taxes and insurance ................................... 10,141 9,615 Other liabilities ............................................................... 15,602 16,570 ----------- ----------- Total liabilities ........................................................... 2,028,748 2,010,834 ----------- ----------- Company-obligated mandatorily redeemable preferred capital securities of a subsidiary trust holding solely junior subordinated debentures of the Company 25,000 25,000 ----------- ----------- STOCKHOLDERS' EQUITY Preferred Stock; authorized 10,000,000 shares; none issued and outstanding ...... -- -- Common Stock, $.01 par value, 85,000,000 shares authorized; 43,106,742 and 27,619,653 shares issued and outstanding at 6/30/03 and 43,106,742 and 28,422,028 shares issued and outstanding at 12/31/02 ........ 430 430 Paid-in capital ................................................................. 203,768 203,229 Retained earnings ............................................................... 169,729 163,681 Accumulated other comprehensive income .......................................... 9,066 9,776 Treasury stock (15,362,435 and 14,586,591 shares at 6/30/03 and 12/31/02, respectively) ............................................................... (156,676) (145,480) Common stock acquired by the Employee Stock Ownership Plan (ESOP) ............... (8,945) (9,404) Common stock acquired by the Recognition and Retention Plan (RRP) ............... (554) (1,032) ----------- ----------- Total stockholders' equity ................................................. 216,818 221,200 ----------- ----------- Total liabilities and stockholders' equity ................................. $ 2,270,566 $ 2,257,034 =========== ===========
See accompanying notes to the unaudited consolidated financial statements. 3 FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except share data) (Unaudited)
Three months ended Six months ended June 30, June 30, ---------------------------- ---------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ INTEREST INCOME: Loans ................................................ $ 18,653 $ 21,518 $ 37,846 $ 42,913 Investment and mortgage-backed securities available for sale ................................. 8,904 11,214 18,492 20,935 ------------ ------------ ------------ ------------ Total interest income ............................. 27,557 32,732 56,338 63,848 ------------ ------------ ------------ ------------ INTEREST EXPENSE: Deposits: NOW and money market demand ......................... 1,128 2,086 2,464 4,181 Savings ............................................. 606 932 1,328 1,770 Certificates of deposit ............................. 3,827 5,330 8,007 11,404 ------------ ------------ ------------ ------------ Total interest expense - deposits ................. 5,561 8,348 11,799 17,355 Borrowed funds ........................................ 7,431 7,520 14,963 14,596 ------------ ------------ ------------ ------------ Total interest expense ............................ 12,992 15,868 26,762 31,951 ------------ ------------ ------------ ------------ Net interest income ............................... 14,565 16,864 29,576 31,897 Provision for loan losses .............................. -- 1,105 -- 1,205 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses 14,565 15,759 29,576 30,692 ------------ ------------ ------------ ------------ NON-INTEREST INCOME: Fees and service charges ............................. 1,142 859 2,030 2,099 Net gain (loss) on sales of loans and securities available for sale ................................. 633 (1,587) 1,526 (1,471) Income on Bank Owned Life Insurance (BOLI) ........... 385 404 783 819 Other, net ........................................... 189 199 433 378 ------------ ------------ ------------ ------------ Total non-interest income ......................... 2,349 (125) 4,772 1,825 ------------ ------------ ------------ ------------ NON-INTEREST EXPENSE: Compensation and benefits ............................ 4,409 4,163 8,720 8,127 Occupancy ............................................ 587 545 1,233 1,103 Equipment ............................................ 409 401 837 839 Advertising .......................................... 283 358 538 533 Federal deposit insurance ............................ 56 59 114 118 Amortization of core deposit intangibles ............. 209 211 419 423 Distributions on preferred capital securities ........ 472 491 944 989 General and administrative ........................... 1,143 1,100 2,314 2,234 ------------ ------------ ------------ ------------ Total non-interest expense ........................ 7,568 7,328 15,119 14,366 ------------ ------------ ------------ ------------ Income before income tax expense .................. 9,346 8,306 19,229 18,151 Income tax expense ..................................... 3,150 2,746 6,483 5,990 ------------ ------------ ------------ ------------ Net income ........................................ $ 6,196 $ 5,560 $ 12,746 $ 12,161 ============ ============ ============ ============ Basic earnings per share ............................... $ 0.23 $ 0.19 $ 0.48 $ 0.42 ============ ============ ============ ============ Weighted average shares outstanding - Basic ............ 26,496,125 28,908,094 26,719,615 29,182,305 ============ ============ ============ ============ Diluted earnings per share ............................. $ 0.23 $ 0.19 $ 0.46 $ 0.41 ============ ============ ============ ============ Weighted average shares outstanding - Diluted .......... 27,223,296 29,780,484 27,436,425 29,988,103 ============ ============ ============ ============
See accompanying notes to the unaudited consolidated financial statements. 4 FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Dollars in thousands) (Unaudited)
Accumulated Other Common Common Total Compre- Stock Stock Stock- Common Paid In Retained hensive Treasury Acquired Acquired holders' Stock Capital Earnings Income Stock by ESOP by RRP Equity ----- -------- -------- ----------- --------- -------- -------- -------- Balance at December 31, 2001 ....... $ 430 $201,858 $148,463 $ 2,178 $(110,571) $(10,321) $(1,910) $230,127 Net income for the six months ended June 30, 2002 ............. -- -- 12,161 -- -- -- -- 12,161 Cash dividends declared ($0.17) .... -- -- (5,193) -- -- -- -- (5,193) Net change in unrealized gain/(loss) on securities available for sale -- -- -- 6,167 -- -- -- 6,167 Purchases of treasury stock ........ -- -- -- -- (10,461) -- -- (10,461) Exercise of stock options .......... -- -- (339) -- 516 -- -- 177 Tax benefit on stock options and RRP -- 326 -- -- -- -- -- 326 Purchase and retirement of common stock ........................... -- (108) -- -- -- -- -- (108) Amortization of RRP ................ -- -- -- -- -- -- 439 439 ESOP expense ....................... -- 218 -- -- -- 459 -- 677 ----- -------- -------- ------- --------- -------- ------- -------- Balance at June 30, 2002 ........... $ 430 $202,294 $155,092 $ 8,345 $(120,516) $ (9,862) $(1,471) $234,312 ===== ======== ======== ======= ========= ======== ======= ======== Balance at December 31, 2002 ....... $ 430 $203,229 $163,681 $ 9,776 $(145,480) $ (9,404) $(1,032) $221,200 Net income for the six months ended June 30, 2003 ............. -- -- 12,746 -- -- -- -- 12,746 Cash dividends declared ($0.21) .... -- -- (5,850) -- -- -- -- (5,850) Net change in unrealized gain/(loss) on securities available for sale -- -- -- (710) -- -- -- (710) Purchases of treasury stock ........ -- -- -- -- (12,429) -- -- (12,429) Exercise of stock options .......... -- (67) (848) -- 1,233 -- -- 318 Tax benefit on stock options and RRP -- 457 -- -- -- -- -- 457 Purchase and retirement of common stock ........................... -- (177) -- -- -- -- -- (177) Amortization of RRP ................ -- 34 -- -- -- -- 478 512 ESOP expense ....................... -- 292 -- -- -- 459 -- 751 ----- -------- -------- ------- --------- -------- ------- -------- Balance at June 30, 2003 ........... $ 430 $203,768 $169,729 $ 9,066 $(156,676) $ (8,945) $ (554) $216,818 ===== ======== ======== ======= ========= ======== ======= ========
See accompanying notes to the unaudited consolidated financial statements. 5 FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited)
Six months ended June 30, ----------------------- 2003 2002 --------- --------- Cash flows from operating activities: Net income ..................................................................... $ 12,746 $ 12,161 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Depreciation of premises and equipment ......................................... 713 706 Amortization of core deposit intangibles ....................................... 419 423 ESOP expense ................................................................... 751 677 Amortization of RRP ............................................................ 512 439 Net amortization of premiums and accretion of discounts and deferred fees ...... 3,427 1,631 Provision for loan losses ...................................................... -- 1,205 Loans originated for sale ...................................................... (34,814) (11,938) Proceeds from sales of mortgage loans held for sale ............................ 27,477 17,074 Net (gain) loss on sales of loans and securities available for sale ............ (1,526) 1,471 Net (gain) loss on sales of real estate owned .................................. (81) 10 Income on BOLI ................................................................. (783) (819) Decrease (increase) in interest and dividends receivable ....................... 754 (741) Tax benefit on stock options and RRP ........................................... 457 326 (Decrease) increase in other liabilities ....................................... (615) 538 Decrease in other assets ....................................................... 2,357 6,266 --------- --------- Net cash provided by operating activities ................................ 11,794 29,429 --------- --------- Cash flows from investing activities: Proceeds from sales/calls/maturities of investment securities available for sale 38,339 19,308 Purchases of investment securities available for sale .......................... (43,564) (36,752) Purchase of FHLB-NY stock ...................................................... (994) (347) Proceeds from sales of mortgage-backed securities available for sale ........... 94,612 87,897 Principal payments on mortgage-backed securities ............................... 202,089 118,097 Purchases of mortgage-backed securities available for sale ..................... (302,474) (288,572) Principal repayments on loans .................................................. 342,039 322,618 Origination of loans ........................................................... (332,118) (330,728) Purchases of mortgage loans .................................................... (15,353) (19,315) Proceeds from sale of real estate owned ........................................ 204 32 Purchases of premises and equipment ............................................ (908) (469) --------- --------- Net cash used in investing activities ................................... (18,128) (128,231) --------- --------- Cash flows from financing activities: Purchase of treasury stock ..................................................... (12,429) (10,461) Purchase and retirement of common stock ........................................ (177) (108) Stock options exercised ........................................................ 318 177 Cash dividends paid ............................................................ (5,850) (5,193) Net increase in deposits ....................................................... 13,436 60,014 Net increase in short-term borrowed funds ...................................... -- -- Proceeds from borrowed funds ................................................... 25,000 67,000 Repayment of borrowed funds ................................................... (20,080) (15,074) Net increase in advances by borrowers for taxes and insurance .................. 526 1,095 --------- --------- Net cash provided by financing activities ............................. 744 97,450 --------- --------- Net decrease in cash and cash equivalents ............................. (5,590) (1,352) Cash and cash equivalents at beginning of period .................................. 65,945 53,875 --------- --------- Cash and cash equivalents at end of period ........................................ $ 60,355 $ 52,523 ========= ========= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest ................................................................... $ 27,100 $ 31,362 Income taxes ............................................................... 5,300 3,142 Non cash investing and financing activities for the period: Transfer of loans to real estate owned .................................... $ 51 $ --
See accompanying notes to the unaudited consolidated financial statements. 6 FIRST SENTINEL BANCORP, INC. AND SUBSIDIARIES Notes to Unaudited Consolidated Financial Statements (1) BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X for First Sentinel Bancorp, Inc. ("First Sentinel" or the "Company") and its wholly-owned subsidiaries, First Savings Bank, ("First Savings" or the "Bank") Pulse Investment, Inc., Pulse Insurance Services, Inc. and Pulse Real Estate, Inc., and the Bank's wholly-owned subsidiaries, FSB Financial LLC, and 1000 Woodbridge Center Drive, Inc. Certain disclosures have been omitted or condensed pursuant to such rules. These interim financial statements should be read in conjunction with the December 31, 2002 Annual Report to Stockholders. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial condition, results of operations, and changes in cash flows have been made at and for the three and six months ended June 30, 2003 and 2002. The results of operations for the three and six months ended June 30, 2003, are not necessarily indicative of results that may be expected for the entire fiscal year ending December 31, 2003. STOCK-BASED COMPENSATION The Company applies the "intrinsic value based method" as described in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its stock-based compensation. No employee compensation cost for stock options is reflected in net income, as all options granted under the Company's stock option plans had exercise prices greater than or equal to the market value of the underlying common stock on the date of grant. Stock awarded to employees under the Company's Recognition and Retention Plan is expensed by the Company over the awards' vesting period based upon the fair market value of the stock on the date of the grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions for stock-based compensation pursuant to Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-based Compensation," amended by SFAS No. 148, "Accounting for Stock-based Compensation - - Transition and Disclosures" (in thousands, except per share data):
Three months ended June 30, Six months ended June 30, -------------------------- ------------------------ 2003 2002 2003 2002 ---------- ----------- ---------- ---------- Net income, as reported $ 6,196 $ 5,560 $ 12,746 $ 12,161 Add: Stock-based employee compensation expense included in reported net income, net of related tax effects (RRP awards) 178 142 333 285 Deduct: Total stock-based employee compensation expense determined under fair value based method for all options and RRP awards, net of related tax effects 182 332 344 664 ---------- ----------- ---------- ---------- Pro forma net income 6,192 5,370 12,735 11,782 ========== =========== ========== ========== Net income per common share: Basic - as reported $ 0.23 $ 0.19 $ 0.48 $ 0.42 ========== =========== ========== ========== Basic - pro forma $ 0.23 $ 0.19 $ 0.48 $ 0.40 ========== =========== ========== ========== Diluted - as reported $ 0.23 $ 0.19 $ 0.46 $ 0.41 ========== =========== ========== ========== Diluted - proforma $ 0.23 $ 0.18 $ 0.46 $ 0.39 ========== =========== ========== ==========
7 EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income by the daily average number of common shares outstanding during the period. Potential dilutive common shares are not included in the calculation. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potential dilutive common shares were issued utilizing the treasury stock method. Calculation of Basic and Diluted Earnings Per Share - --------------------------------------------------- (dollars in thousands, except per share data)
Three months ended June 30, Six months ended June 30, -------------------------- -------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Net income $ 6,196 $ 5,560 $ 12,746 $ 12,161 =========== =========== =========== =========== Basic weighted-average common shares outstanding 26,496,125 28,908,094 26,719,615 29,182,305 Plus: Dilutive stock options and awards 727,171 872,390 716,810 805,798 ----------- ----------- ----------- ----------- Diluted weighted-average common shares outstanding 27,223,296 29,780,484 27,436,425 29,988,103 =========== =========== =========== =========== Net income per common share: Basic $ 0.23 $ 0.19 $ 0.48 $ 0.42 =========== =========== =========== =========== Diluted $ 0.23 $ 0.19 $ 0.46 $ 0.41 =========== =========== =========== ===========
(2) DIVIDENDS Based upon current operating results, the Company declared a cash dividend of $0.105 per share on April 28, 2003, payable May 30, 2003, to stockholders of record on May 16, 2003. (3) COMMITMENTS AND CONTINGENCIES At June 30, 2003, the Company had the following commitments: (i) to originate loans of $121.6 million; (ii) unused home equity lines of credit of $71.0 million; (iii) unused commercial lines of credit of $16.5 million; (iv) unused construction lines of credit of $87.7 million; and (v) letters of credit outstanding totaling $1.6 million. Further, certificates of deposits which are scheduled to mature and/or rollover in one year or less, totaled $419.8 million at June 30, 2003. (4) ALLOWANCE FOR LOAN LOSSES The following table presents the activity in the allowance for loan losses (in thousands): Six months ended June 30, ----------------------- 2003 2002 -------- -------- Balance at beginning of period $ 12,830 $ 12,932 Provision charged to operations -- 1,205 Charge offs, net of recoveries (37) (1,390) -------- -------- Balance at end of period $ 12,793 $ 12,747 ======== ======== 8 (5) COMPREHENSIVE INCOME Total comprehensive income, consisting of net income and the net change in unrealized gain/(loss) on securities available for sale, was $4.0 million and $12.4 million for the three months ended June 30, 2003 and 2002, respectively. For the six months ended June 30, 2003 and 2002, comprehensive income totaled $12.0 million and $18.3 million, respectively. (6) RECENT ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," was issued in May 2003. SFAS No. 150 requires instruments within its scope to be classified as a liability (or, in some cases, as an asset). SFAS No. 150 is generally effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003 (i.e. July 1, 2003 for calendar year entities). The adoption of SFAS No. 150 on July 1, 2003 resulted in the reclassification of $25 million in Company-obligated mandatorily redeemable preferred capital securities to interest-bearing liabilities and the reclassification of related costs to interest expense from non-interest expense. SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," was issued on April 30, 2003. The Statement amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. This Statement is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 did not have a significant effect on the Company's consolidated financial statements. 9 FIRST SENTINEL BANCORP, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL. Statements contained in this report that are not historical fact are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements may be characterized as management's intentions, hopes, beliefs, expectations or predictions of the future. It is important to note that such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in such forward-looking statements. Factors that could cause future results to vary materially from current expectations include, but are not limited to, changes in interest rates, economic conditions, deposit and loan growth, real estate values, loan loss provisions, competition, customer retention, changes in accounting principles, policies or guidelines and legislative and regulatory changes. CRITICAL ACCOUNTING POLICIES AND ESTIMATES. "Management's Discussion and Analysis of Financial Condition and Results of Operation," as well as disclosures found elsewhere in this Form 10-Q, are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the Company's Audited Consolidated Financial Statements for the year ended December 31, 2002 included in our Annual Report on Form 10-K for the year ended December 31, 2002, as supplemented by the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and this report, contains a summary of the Company's significant accounting policies. Management believes the Company's policy with respect to the methodology for the determination of the allowance for loan losses involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application is periodically reviewed with the Audit Committee and the Board of Directors. The provision for loan losses is based upon management's evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectibility may not be assured, the existence and estimated 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 Company's allowance for loan losses. Such agencies may require the Company to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company's loans are secured by real estate in the State of New Jersey. Accordingly, the collectibility of a substantial portion of the carrying value of the Company's loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or the Central New Jersey area experience an adverse economic shock. Future adjustments to the allowance for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company's control. ASSETS. Total assets grew $13.5 million from December 31, 2002, to $2.3 billion at June 30, 2003. The change in assets consisted primarily of increases in loans and investment securities available for sale, partially offset by a decrease in cash and cash equivalents. Net loans, including loans held for sale, totaled $1.2 billion at June 30, 2003, an increase of $13.5 million, or 1.1%, from December 31, 2002. Of the total loan portfolio at June 30, 2003, 1-4 family mortgage loans comprised 66.0%, home equity loans represented 9.0%, commercial real estate, multi-family and construction loans comprised 24.3%, and other consumer loans accounted for 0.7%. 10 Total loan originations for the six months ended June 30, 2003, were $366.9 million, compared to $342.7 million for the same period in 2002. Fixed-rate, 1-4 family first mortgage loan originations totaled $129.0 million, or 35.2% of production, while adjustable-rate, 1-4 family first mortgage loans accounted for $58.1 million, or 15.9%, of total originations for the first six months of 2003. Also during the first six months of 2003, consumer loan originations, consisting primarily of home equity loans and credit lines, totaled $88.9 million, or 24.2% of total originations. During the same period, construction lending totaled $72.7 million, or 19.8% of total originations, while commercial real estate, commercial and multi-family loan originations totaled $18.2 million, or 5.0%. In addition, the Company purchased $15.4 million of primarily adjustable-rate, single-family first mortgage loans through correspondents during the six months ended June 30, 2003. Purchased loans are re-underwritten by the Company and are extended at rates higher than those currently offered by the Company. Repayment of principal on loans totaled $342.0 million for the six months ended June 30, 2003, compared to $322.6 million for the same period in 2002. In addition, the Company sold $27.4 million of primarily 30-year, fixed-rate, 1-4 family mortgage loans during the first half of 2003 as part of its on-going interest rate risk management process. While management intends to continue to actively seek to originate loans, the future levels of loan originations and repayments will be significantly influenced by external interest rates, competition and other economic factors outside of the control of the Company. Investment securities available for sale increased $6.8 million, or 5.9%, to $121.0 million as of June 30, 2003, from $114.2 million at December 31, 2002. For the six months ended June 30, 2003, purchases of investment securities available for sale totaled $43.6 million, while sales, calls and maturities totaled $38.0 million. Purchases consisted primarily of debt securities issued by U.S. corporations and government-sponsored agencies. At June 30, 2003, U.S. government and agency obligations totaled $75.7 million, or 62.6%, of investment securities available for sale, while state and municipal obligations accounted for another $13.9 million, or 11.5%. Corporate obligations represented $28.3 million, or 23.4%, and equity securities accounted for the remaining $3.1 million, or 2.5%, of investment securities available for sale at June 30, 2003. All corporate obligations held at June 30, 2003, are investment grade with the largest exposure to any single creditor totaling $3.4 million. Cash and cash equivalents decreased $5.6 million to $60.4 million at June 30, 2003, from $65.9 million at December 31, 2002, as funds were deployed in the aforementioned earning asset growth. LIABILITIES. Total deposits increased $13.4 million, or 1.0%, from December 31, 2002, to $1.4 billion at June 30, 2003. Core deposits, consisting of checking, savings and money market accounts, grew by $44.3 million, or 5.6%, to $829.5 million, and accounted for 59.2% of total deposits at June 30, 2003. This compares with a core/total deposits ratio of 56.6% at December 31, 2002 and 54.5% at June 30, 2002. Certificates of deposit decreased by $30.8 million, or 5.1%, compared with year-end 2002, with decreases occurring primarily in one-year and shorter maturity categories. Borrowed funds increased by $4.9 million, or 0.8%, to $601.6 million at June 30, 2003, from $596.7 million at December 31, 2002. CAPITAL. The Company's stockholders' equity decreased $4.4 million, or 2.0%, to $216.8 million at June 30, 2003, from $221.2 million at December 31, 2002. The decrease in equity was a result of the repurchase of $12.6 million of the Company's common stock, cash dividends declared of $5.9 million and a decrease in net unrealized gains on securities available for sale of $710,000, partially offset by net income of $12.7 million for the six months ended June 30, 2003, the amortization of stock-based compensation and benefit plans and related tax benefits of $1.7 million, and proceeds from the exercise of stock options totaling $318,000. In February 2003, the Company authorized a 5% stock repurchase program. The Company repurchased 5,000 shares and 871,000 shares, respectively, during the three and six months ended June 30, 2003, at an average cost per share of $15.30 and $14.26, respectively. Stated and tangible book value per share at June 30, 2003, were $7.84 and $7.69, respectively. 11 The Federal Deposit Insurance Corporation requires that the Bank meet minimum leverage, Tier 1 and Total Risk-based Capital requirements. At June 30, 2003, the Bank exceeded all regulatory capital requirements, as follows (dollars in thousands): Required Actual Excess of Actual ----------------- ----------------- Over Regulatory Amount Ratio Amount Ratio Requirements -------- ----- -------- ----- ---------------- Leverage Capital $ 91,088 4.00% $190,631 8.37% $ 99,543 Risk-based Capital: Tier 1 43,668 4.00% 190,631 17.46% 146,963 Total 87,336 8.00% 203,424 18.63% 116,088 LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources of funds are deposits; proceeds from principal and interest payments on loans and mortgage-backed securities ("MBS"); sales of loans, MBS and investments available for sale; maturities or calls of investment securities and short-term investments; and advances from the FHLB-NY and other borrowed funds. While maturities and scheduled amortization of loans and MBS are a predictable source of funds, deposit cash flows and mortgage prepayments are greatly influenced by general interest rates, competition, and economic conditions. The most significant sources of funds for the first six months of 2003 were principal repayments and prepayments of loans and MBS totaling $342.0 million and $202.1 million, respectively. Other significant sources of funds for the six months ended June 30, 2003, were proceeds from sales of MBS available for sale totaling $94.6 million, sales, calls and maturities of investment securities available for sale of $38.3 million, proceeds from the sales of mortgage loans totaling $27.5 million and net deposit growth of $13.4 million. If necessary, the Company has additional borrowing capacity with FHLB-NY, including an available overnight line of credit of up to $50.0 million. At June 30, 2003, the Company had unpledged investment securities and MBS available for sale with a market value of $429.9 million. The primary investing activities of the Company for the first six months of 2003 were the origination of loans totaling $366.9 million, purchases of MBS available for sale totaling $302.5 million, and purchases of investment securities available for sale totaling $43.6 million. Other significant uses of funds during the six months ended June 30, 2003, were $15.4 million in purchases of mortgage loans, $12.6 million in repurchases of the Company's common stock and $5.9 million in cash dividends paid. COMPARISON OF OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002. RESULTS OF OPERATIONS. Net income for the three and six months ended June 30, 2003, totaled $6.2 million and $12.7 million, respectively, versus net income of $5.6 million and $12.2 million, for the comparable 2002 periods. This represented increases of $636,000, or 11.4% and $585,000, or 4.8%, respectively, for the three and six months ended June 30, 2003, compared with 2002. For the quarter ended June 30, 2003, basic and diluted earnings per share were $0.23, representing increases of 21.6% and 21.9% over second quarter 2002 basic and diluted earnings per share of $0.19. For the six months ended June 30, 2003, basic and diluted earnings per share were $0.48 and $0.46, respectively, representing increases of 14.5% and 14.6% over basic and diluted earnings per share of $0.42 and $0.41, respectively, for the first six months of 2002. Annualized return on average equity was 11.46% and 11.72% for the three and six months ended June 30, 2003, respectively, compared with 9.60% and 10.51% for the comparable 2002 periods. Annualized return on average assets was 1.09% and 1.12% for the three and six months ended June 30, 2003, respectively, compared with 0.99% and 1.10% for the three and six months ended June 30, 2002, respectively. Prior year results were adversely affected by two events precipitated by alleged acts of fraud and/or misrepresentation. In June 2002, the Company recorded an impairment charge totaling $1.2 million, or $.04 per diluted share, net of tax, related to WorldCom, Inc. corporate bonds. In addition, the Company recorded a $1.1 million provision to the allowance for loan 12 losses in the second quarter of 2002, the majority of which was due to a $1.4 million writedown of a $6.9 million participation loan to an insurance premium financing company. Both of these items were fully resolved in 2002. CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands)
Three Months Ended June 30, ------------------------------------------------------------------------------- 2003 2002 -------------------------------------- -------------------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ---------- ---------- ---------- ---------- ---------- ---------- ASSETS Interest-earning assets: Federal funds sold ..................... $ 48,682 $ 145 1.19% $ 65,440 $ 280 1.71% Investment securities available for sale (1) ............................. 136,160 1,591 4.67 146,419 1,945 5.31 Mortgage-backed securities available for sale ............................. 753,728 7,168 3.80 683,610 8,989 5.26 ---------- ---------- ---------- ---------- Total investments .................... 938,570 8,904 3.79 895,469 11,214 5.01 Mortgage loans ......................... 1,108,597 16,878 6.09 1,150,478 19,340 6.72 Home equity loans ...................... 62,354 1,047 6.72 70,602 1,291 7.31 Home equity lines of credit ............ 48,124 549 4.56 41,732 560 5.37 Other loans ............................ 13,537 179 5.29 18,339 327 7.13 ---------- ---------- ---------- ---------- Total loans .......................... 1,232,612 18,653 6.05 1,281,151 21,518 6.72 ---------- ---------- ---------- ---------- Total interest-earning assets ........... 2,171,182 27,557 5.08% 2,176,620 32,732 6.01% ---------- ---- ---------- ---- Non-interest earning assets ............. 102,679 62,023 ---------- ---------- Total assets ...................... $2,273,861 $2,238,643 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: NOW and money market accounts .......... $ 510,958 $ 1,128 0.88% $ 467,196 $ 2,086 1.79% Savings accounts ....................... 234,916 606 1.03 202,113 932 1.84 Certificates of deposit ................ 579,438 3,827 2.64 633,188 5,330 3.37 ---------- ---------- ---------- ---------- Total interest-bearing deposits ...... 1,325,312 5,561 1.68 1,302,497 8,348 2.56 Borrowed funds ......................... 611,707 7,431 4.86 596,457 7,520 5.04 ---------- ---------- ---------- ---------- Total interest-bearing liabilities ...... 1,937,019 12,992 2.68 1,898,954 15,868 3.34 ---------- ---- ---------- ---- Non-interest bearing deposits ........... 76,732 68,059 Other liabilities ....................... 43,906 39,901 ---------- ---------- Total liabilities ................. 2,057,657 2,006,914 Stockholders' equity .................... 216,204 231,729 ---------- ---------- Total liabilities and stockholders' equity ........................ $2,273,861 $2,238,643 ========== ---------- ---- ========== ---------- ---- Net interest income/interest rate spread .. $ 14,565 2.40% $ 16,864 2.67% ========== ==== ========== ==== Net interest-earning assets/net interest margin ................................. $ 234,163 2.68% $ 277,666 3.10% ========== ==== ========== ==== Ratio of interest-earning assets to interest-bearing liabilities ........ 1.12X 1.15X ========== ==========
(1) Includes FHLB-NY stock. 13 CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands)
Six Months Ended June 30, ------------------------------------------------------------------------------- 2003 2002 -------------------------------------- -------------------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ---------- ---------- ---------- ---------- ---------- ---------- ASSETS Interest-earning assets: Federal funds sold ..................... $ 41,518 $ 246 1.19% $ 59,901 $ 509 1.70% Investment securities available for sale (1) ............................. 133,889 3,235 4.83 142,018 3,876 5.46 Mortgage-backed securities available for sale ............................. 762,568 15,011 3.94 662,343 16,550 5.00 ---------- ---------- ---------- ---------- Total investments .................... 937,975 18,492 3.94 864,262 20,935 4.84 Mortgage loans ......................... 1,106,193 34,230 6.19 1,139,676 38,499 6.76 Home equity loans ...................... 62,623 2,120 6.77 71,242 2,603 7.31 Home equity lines of credit ............ 48,201 1,112 4.61 41,168 1,106 5.37 Other loans ............................ 14,297 384 5.37 19,126 705 7.37 ---------- ---------- ---------- ---------- Total loans .......................... 1,231,314 37,846 6.15 1,271,212 42,913 6.75 ---------- ---------- ---------- ---------- Total interest-earning assets ........... 2,169,289 56,338 5.19% 2,135,474 63,848 5.98% ---------- ---- ---------- ---- Non-interest earning assets ............. 97,803 68,206 ---------- ---------- Total assets ...................... $2,267,092 $2,203,680 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: NOW and money market accounts .......... $ 501,033 $ 2,464 0.98% $ 453,367 $ 4,181 1.84% Savings accounts ....................... 230,245 1,328 1.15 193,365 1,770 1.83 Certificates of deposit ................ 587,320 8,007 2.73 640,539 11,404 3.56 ---------- ---------- ---------- ---------- Total interest-bearing deposits ...... 1,318,598 11,799 1.79 1,287,271 17,355 2.70 Borrowed funds ......................... 606,690 14,963 4.93 576,513 14,596 5.06 ---------- ---------- ---------- ---------- Total interest-bearing liabilities ...... 1,925,288 26,762 2.78 1,863,784 31,951 3.43 ---------- ---- ---------- ---- Non-interest bearing deposits ........... 74,907 64,272 Other liabilities ....................... 49,428 44,215 ---------- ----------- Total liabilities ................. 2,049,623 1,972,271 Stockholders' equity .................... 217,469 231,409 ---------- ----------- Total liabilities and stockholders' equity ........................ $2,267,092 $2,203,680 ========== ---------- ---- ====== ==== ---------- ---- Net interest income/interest rate spread .. $ 29,576 2.41% $ 31,897 2.55% ========== ==== ========== ==== Net interest-earning assets/net interest margin ................................. $ 244,001 2.73% $ 271,690 2.99% ========== ==== ========== ==== Ratio of interest-earning assets to interest-bearing liabilities ........ 1.13X 1.15X ========== ==========
(1) Includes FHLB-NY stock. 14 INTEREST INCOME. Interest income decreased $5.2 million, or 15.8%, and $7.5 million, or 11.8%, for the three and six months ended June 30, 2003, respectively, from the same periods in 2002. The decline in interest income was primarily attributable to the historically low interest rate environment experienced over the past year. Interest on loans decreased $2.9 million, or 13.3%, and $5.1 million, or 11.8%, to $18.7 million and $37.8 million for the three and six months ended June 30, 2003, respectively, compared to $21.5 million and $42.9 million for the same periods in 2002. The average balance of the loan portfolio for the three month period ended June 30, 2003, decreased $48.5 million to $1.2 billion from 2002, while the average yield on the portfolio decreased to 6.05% for the three months ended June 30, 2003, from 6.72% for the same period in 2002. The average balance of the loan portfolio for the six month period ended June 30, 2003, decreased $39.9 million to $1.2 billion from 2002, while the average yield on the portfolio decreased to 6.15% for the six months ended June 30, 2003, from 6.75% for the same period in 2002. Interest on securities decreased $2.3 million, or 20.6% and $2.4 million, or 11.7%, to $8.9 million and $18.5 million for the three and six months ended June 30, 2003, compared to $11.2 million and $20.9 million for the same periods in 2002. The average balance of the investment, FHLB stock and MBS available for sale portfolios totaled $938.6 million, with an annualized yield of 3.79% for the three months ended June 30, 2003, compared with an average balance of $895.5 million with an annualized yield of 5.01% for the three months ended June 30, 2002. For the first half of 2003, the average balance of the investment, FHLB stock and MBS available for sale portfolios totaled $938.0 million, with an annualized yield of 3.94%, compared to an average balance of $864.3 million with an annualized yield of 4.84% for the six months ended June 30, 2002. The Company has adopted what it believes is a prudent strategy in the current low interest rate environment of reducing the duration of the securities portfolio while carefully managing the risk of extending maturities should rates begin to rise. INTEREST EXPENSE. Interest expense decreased $2.9 million, or 18.1%, to $13.0 million for the three months ended June 30, 2003, compared to $15.9 million for the same period in 2002. For the six months ended June 30, 2003, interest expense decreased $5.2 million, or 16.2%, to $26.8 million versus $32.0 million for the comparable 2002 period. The decrease in interest expense was primarily attributable to reductions in rates paid on time and core deposits, as well as growth in lower-costing core accounts and managed run-off in higher costing certificates of deposit. Interest expense on deposits decreased $2.8 million, or 33.4%, to $5.6 million for the three months ended June 30, 2003, compared to $8.3 million for the same period in 2002. The average balance of interest-bearing core deposits increased $76.6 million, or 11.4%, for the quarter ended June 30, 2003, compared with the same period in 2002, while the average rate paid on these deposits decreased 87 basis points to 0.93%. Average non-interest bearing deposits grew $8.7 million, or 12.7%, to $76.7 million for the second quarter of 2003 compared with 2002. The average balance of certificates of deposit declined $53.8 million, or 8.5%, for the three months ended June 30, 2003, compared with the same period in 2002, while the average rate paid on certificates decreased 73 basis points to 2.64%. For the first half of 2003, interest expense on deposits decreased $5.6 million, or 32.0%, to $11.8 million, compared to $17.4 million for the same period in 2002. For the year-to-date, the average balance of interest-bearing core deposits increased $84.5 million, or 13.1%, compared with the same period in 2002, while the average rate paid on these deposits decreased 80 basis points to 1.04%. Average non-interest bearing deposits grew $10.6 million, or 16.5%, to $74.9 million for the first half of 2003 compared with the same period in 2002. The average balance of certificates of deposit declined $53.2 million, or 8.3%, for the six months ended June 30, 2003, compared with the same period in 2002, while the average rate paid on certificates decreased 83 basis points to 2.73%. Interest on borrowed funds for the three and six months ended June 30, 2003, decreased $89,000 and increased $367,000, respectively, to $7.4 million and $15.0 million, compared to $7.5 million and $14.6 million for the same respective periods in 2002. The average balance of borrowed funds for the three months ended June 30, 2003, increased to $611.7 million, from $596.5 million for the same period in 2002. The average interest rate paid on borrowed funds was 4.86% for the three months ended June 30, 2003, compared with 5.04% for the same period in 2002. The average balance of borrowed funds for the six months ended June 30, 2003, increased to $606.7 million, from $576.5 million for the same period in 2002. The average interest rate paid on borrowed funds was 4.93% for the six months ended June 30, 2003, compared with 5.06% for the same period in 2002. During the three and six months ended June 30, 2003, the Company modified $25 million and $75 million, respectively, in borrowings with the FHLB-NY, extending terms and reducing the interest rates. At June 30, 2003, the Company had an additional $50 million in borrowings with a weighted average interest rate of 4.77% scheduled to mature in 2003. 15 NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest income before provision for loan losses decreased $2.3 million, or 13.6% and 7.3%, respectively, to $14.6 million and $29.6 million for the three and six months ended June 30, 2003, compared to $16.9 million and $31.9 million for the same periods in 2002. The increase was due to the changes in interest income and interest expense described previously. The interest rate spread decreased 27 basis points to 2.40% for the three months ended June 30, 2003, compared with 2.67% for the same period in 2002. For the three months ended June 30, the average earning asset yield declined to 5.08% for 2003, from 6.01% for 2002, while the average cost of interest-bearing liabilities declined to 2.68% for 2003, from 3.34% for 2002. For the six months ended June 30, 2003, the interest rate spread decreased 14 basis points to 2.41% compared with 2.55% for the same period in 2002. The average earning asset yield was 5.19% for the first half of 2003, compared with 5.98% for the first six months of 2002, while the average cost of interest-bearing liabilities fell to 2.78% from 3.43% for the same respective periods. The net interest margin declined 42 basis points to 2.68% for the second quarter of 2003, from 3.10% for the quarter ended June 30, 2002, and nine basis points sequentially, from 2.77% for the first quarter of 2003. For the year-to-date, net interest margin declined 26 basis points to 2.73%, compared with 2.99% for the six months ended June 30, 2002. PROVISION FOR LOAN LOSSES. The Company did not record a provision for loan losses during the three and six months ended June 30, 2003, compared to $1.1 million and $1.2 million for the same periods in 2002, as a result of a reduction in loan portfolio size and improvements in asset quality. Total non-performing assets decreased to $1.4 million at June 30, 2003, from $1.8 million at December 31, 2002 and $7.8 million at June 30, 2002. The allowance for loan losses as a percentage of total loans was 1.04% at June 30, 2003 and December 31, 2002. In management's opinion, the allowance for loan losses, totaling $12.8 million at June 30, 2003, adequately addresses the risks inherent in the portfolio. Management will continue to review the need for additions to its allowance for loan losses based upon its quarterly review of the loan portfolio, the level of delinquencies, and general market and economic conditions. The following table sets forth ratios regarding non-accrual loans and investments, and loans which are 90 days or more delinquent, but on which the Company is accruing interest at the dates indicated. The Company discontinues accruing interest on delinquent loans when collection of interest is considered doubtful, generally when 90 days or more delinquent and when loan-to-value ratios exceed 55%, at which time all accrued but uncollected interest is reversed.
(dollars in thousands) June 30, Mar. 31, Dec. 31, Sept. 30, June 30, 2003 2003 2002 2002 2002 ------- ------- ------- -------- ------- Non-accrual mortgage loans .................. $1,291 $1,082 $1,511 $2,297 $1,875 Non-accrual other loans ..................... 6 43 30 -- 5,552 ------ ------ ------ ------ ------ Total non-accrual loans .................. 1,297 1,125 1,541 2,297 7,427 Loans 90 days or more delinquent and still accruing ......................... 64 294 223 440 80 ------ ------ ------ ------ ------ Total non-performing loans .................. 1,361 1,419 1,764 2,737 7,507 Non-accrual investments (WorldCom, Inc. corporate bonds) ....................... -- -- -- 300 300 Total foreclosed real estate, net of related allowance .............................. 50 -- 72 100 -- ------ ------ ------ ------ ------ Total non-performing assets ................. $1,411 $1,419 $1,836 $3,137 $7,807 ====== ====== ====== ====== ====== Non-performing loans to loans receivable, net 0.11% 0.12% 0.15% 0.22% 0.59% Non-performing assets to total assets ....... 0.06% 0.06% 0.08% 0.14% 0.35%
NON-INTEREST INCOME. Non-interest income increased $2.5 million, to $2.3 million, for the three months ended June 30, 2003, compared to the same period in 2002. For the six months ended June 30, 2003, non-interest income increased $2.9 million, to $4.8 million, compared to the same period in 2002. Net gains on sales of loans and securities totaling $633,000 and $1.5 million were realized during the three and six months ended June 30, 2003, respectively, compared with net losses of $1.6 million and $1.5 million, respectively, for the comparable 2002 periods. In 2003, the Company recognized gains on the sales of higher-coupon MBS that demonstrated a significant propensity to prepay, as well as several corporate debt obligations that had attained their price target. Prior year results included a $1.8 million pre-tax impairment charge recorded on WorldCom, Inc. corporate bonds. 16 In addition, fee and service charge income increased $283,000 and decreased $69,000 for the three and six months ended June 30, 2003, respectively, compared with the same periods in 2002. Current year fee and service charge income benefited from core deposit growth and increased fee levels implemented in July of 2002. Prior year income included approximately $600,000 in prepayment fee income attributable to a single large commercial real estate loan earned during the first quarter of 2002. NON-INTEREST EXPENSE. Non-interest expense for the three and six months ended June 30, 2003, increased $240,000 and $753,000, or 3.3% and 5.2%, respectively, to $7.6 million and $15.1 million, compared to $7.3 million and $14.4 million for the same periods in 2002. The increase was primarily attributable to compensation and benefits expense, which increased $246,000 and $593,000, or 5.9% and 7.3%, respectively, to $4.4 million and $8.7 million for the three and six months ended June 30, 2003, primarily as a result of increased healthcare, pension and ESOP costs. Effective August 1, 2003, the Company has adopted changes to its pension plan which will reduce the retirement benefit and close the plan to new participants hired on or after that date. As a result of this amendment, pension expense for the remainder of 2003 is projected to decline by $236,000 compared with the first half of the year. 17 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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, 2003). Item 4. CONTROLS AND PROCEDURES. a.) Evaluation of disclosure controls and procedures. ------------------------------------------------- Christopher Martin, the Company's Chief Executive Officer, and Thomas M. Lyons, the Company's Chief Financial Officer, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2003. Based upon their evaluation, they each found the Company's disclosure controls and procedures were adequate to ensure that information required to be disclosed in the reports that the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required. b.) Changes in internal controls. ----------------------------- There were no changes in the Company's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS. There are various claims and lawsuits in which the Registrant is periodically involved incidental to the Registrant's business. In the opinion of management, no material loss is expected from any of such pending claims and lawsuits. Item 2. CHANGES IN SECURITIES. None. Item 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual Meeting of Stockholders was held on April 28, 2003. The following proposals were voted on by the stockholders: Withhold/ For Against Abstain --- ------- --------- 1. Election of directors Christopher Martin 22,198,062 -- 187,269 Keith H. McLaughlin 22,200,779 -- 184,552 Philip T. Ruegger, Jr. 22,198,537 -- 186,794 2. The approval of the First Sentinel Bancorp, Inc. 2003 Key Employee Equity Compensation Plan 21,201,276 1,090,242 93,813 3. The ratification of KPMG LLP as the independent auditors of the Company for the year ended December 31, 2003. 22,089,797 270,679 24,855 18 Item 5. OTHER INFORMATION. None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K. a.) Exhibits --------
---------------------------------------------------------------------------------------- Exhibit Number Description Reference ---------------------------------------------------------------------------------------- 3.1 Certificate of Incorporation of First Sentinel Bancorp, (a) Inc. 3.2 Bylaws of First Sentinel Bancorp, Inc. (b) 4 Stock certificate of First Sentinel Bancorp, Inc. (a) 10 First Sentinel Bancorp, Inc. 2003 Key Employee Equity (c) Compensation Plan 11 Statement re: Computation of Ratios Page 8 31.1 Certification of Chief Executive Officer Filed herein 31.2 Certification of Chief Financial Officer Filed herein 32.1 Statement of Chief Executive Officer furnished pursuant to Furnished Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. herein Section 1350* 32.2 Statement of Chief Financial Officer furnished pursuant to Furnished Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. herein Section 1350* ----------------------------------------------------------------------------------------
* Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liability of that section. (a) Previously filed and incorporated herein by reference to the Registration Statement on Form S-1 and exhibits thereto of First Sentinel Bancorp, Inc. (formerly First Source Bancorp, Inc.), and any amendments or supplements thereto filed with the SEC on December 19, 1997 and amended on February 9, 1998, SEC File No. 333-42757. (b) Previously filed and incorporated herein by reference to the December 31, 2002 Annual Report on Form 10-K of First Sentinel Bancorp, Inc. filed with the SEC on March 31, 2003, SEC File No. 000-23809. (c) Previously filed and incorporated herein by reference to the Proxy Statement for the 2003 Annual Meeting of Stockholders of First Sentinel Bancorp, Inc. filed with the SEC on March 28, 2003, SEC File No. 000-23809. b.) Reports on Form 8 - K --------------------- On April 25, 2003, the Company furnished a Current Report on Form 8-K reporting its earnings for the three months ended March 31, 2003. On April 28, 2003, the Company filed a Current Report on Form 8-K including the text of a financial presentation regarding the state of the Company made at the April 28, 2003, Annual Meeting of Stockholders. 19 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. FIRST SENTINEL BANCORP, INC. Date: August 14, 2003 By: /s/ CHRISTOPHER MARTIN ---------------------- Christopher Martin President and Chief Executive Officer Date: August 14, 2003 By: /s/ THOMAS M. LYONS ------------------- Thomas M. Lyons Executive Vice President and Chief Financial Officer 20 EX-31.1 3 c29049_ex31-1.txt EXHIBIT 31.1 I, Christopher Martin, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First Sentinel Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) (paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986) c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 14, 2003 /s/ CHRISTOPHER MARTIN --------------- ---------------------- Christopher Martin President and Chief Executive Officer EX-31.2 4 c29049_ex31-2.txt EXHIBIT 31.2 I, Thomas M. Lyons, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First Sentinel Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) (paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986) c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 14, 2003 /s/ THOMAS M. LYONS --------------- ------------------- Thomas M. Lyons Executive Vice President and Chief Financial Officer EX-32.1 5 c29049_ex32-1.txt EXHIBIT 32.1 STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350 The undersigned, Christopher Martin, is the Chief Executive Officer of First Sentinel Bancorp, Inc. (the "Company"). This statement is being furnished in connection with the filing by the Company of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2003 (the "Report"). By execution of this statement, I certify that: A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. August 14, 2003 /s/ CHRISTOPHER MARTIN - --------------- ---------------------- Dated Christopher Martin, President and Chief Executive Officer EX-32.2 6 c29049_ex32-2.txt EXHIBIT 32.2 STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350 The undersigned, Thomas M. Lyons, is the Chief Financial Officer of First Sentinel Bancorp, Inc. (the "Company"). This statement is being furnished in connection with the filing by the Company of the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2003 (the "Report"). By execution of this statement, I certify that: A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. August 14, 2003 /s/ THOMAS M. LYONS - --------------- ------------------- Dated Thomas M. Lyons, Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----