10-K 1 d295650d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-K

 

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016.

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 number: 000-17820

 

 

LAKELAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey     22-2953275

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. Employer

Identification No.)

250 Oak Ridge Road,

Oak Ridge, New Jersey 07438

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (973) 697-2000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, no par value   NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒

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  ☒    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 of Regulation 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller Reporting Company  

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

As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $436,000,000, based on the closing sale price as reported on the NASDAQ Global Select Market.

The number of shares outstanding of the registrant’s common stock, as of March 1, 2017, was 47,328,608.

DOCUMENTS INCORPORATED BY REFERENCE:

Lakeland Bancorp, Inc’s. Proxy Statement for its 2017 Annual Meeting of Shareholders (Part III).

 

 

 


Table of Contents

LAKELAND BANCORP, INC.

Form 10-K Index

 

          PAGE  
PART I  
Item 1.   

Business

     1  
Item 1A.   

Risk Factors

     13  
Item 1B.   

Unresolved Staff Comments

     20  
Item 2.   

Properties

     20  
Item 3.   

Legal Proceedings

     20  
Item 3A.   

Executive Officers of the Registrant

     20  
Item 4.   

Mine Safety Disclosures

     21  
PART II  
Item 5.   

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     22  
Item 6.   

Selected Financial Data

     24  
Item 7.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     26  
Item 7A.   

Quantitative and Qualitative Disclosures About Market Risk

     55  
Item 8.   

Financial Statements and Supplementary Data

     56  
Item 9.   

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     116  
Item 9A.   

Controls and Procedures

     116  
Item 9B.   

Other Information

     119  
PART III   
Item 10.   

Directors, Executive Officers and Corporate Governance

     119  
Item 11.   

Executive Compensation

     119  
Item 12.   

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     119  
Item 13.   

Certain Relationships and Related Transactions, and Director Independence

     119  
Item 14.   

Principal Accounting Fees and Services

     120  
PART IV   
Item 15.   

Exhibits and Financial Statement Schedules

     120  
Item 16.   

Form 10-K Summary

     123  
Signatures      124  

 

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PART I

ITEM 1 - Business.

GENERAL

Lakeland Bancorp, Inc. (the “Company” or “Lakeland Bancorp”) is a bank holding company headquartered in Oak Ridge, New Jersey. The Company was organized in March of 1989 and commenced operations on May 19, 1989, upon the consummation of the acquisition of all of the outstanding stock of Lakeland Bank, formerly named Lakeland State Bank (“Lakeland” or the “Bank” or “Lakeland Bank”). Through Lakeland, the Company operates 52 New Jersey branch offices in Bergen, Essex, Morris, Ocean, Passaic, Somerset, Sussex and Union counties; six New Jersey regional commercial lending centers in Bernardsville, Jackson, Montville, Newton, Teaneck and Waldwick; and two commercial loan production offices serving Middlesex and Monmouth counties in New Jersey and the Hudson Valley region of New York. Lakeland offers an extensive suite of financial products and services for businesses and consumers.

The Company has shown substantial growth through a combination of organic growth and acquisitions. Since 1998, the Company has acquired seven community banks with an aggregate asset total of approximately $1.8 billion, including the acquisition of Pascack Community Bank and its parent, Pascack Bancorp, Inc. (collectively referred to as “Pascack”), which closed on January 7, 2016, and the acquisition of Harmony Bank (“Harmony”), which closed on July 1, 2016. All of the acquired banks have been merged into Lakeland and their holding companies, if applicable, have been merged into the Company.

At December 31, 2016, Lakeland Bancorp had total consolidated assets of $5.1 billion, total consolidated deposits of $4.1 billion, total consolidated loans, net of the allowance for loan and lease losses, of $3.8 billion and total consolidated stockholders’ equity of $550.0 million.

This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“Forward-Looking Statements”). Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in such Forward-Looking Statements. Certain factors which could materially affect such results and the future performance of the Company are described in Item 1A - Risk Factors of this Annual Report on Form 10-K.

Unless otherwise indicated, all weighted average, actual shares and per share information contained in this Annual Report on Form 10-K have been adjusted retroactively for the effect of stock dividends, including the Company’s 5% stock dividend which was distributed on June 17, 2014.

Commercial Bank Services

Through Lakeland, the Company offers a broad range of lending, depository, and related financial services to individuals and small to medium sized businesses located primarily in northern and central New Jersey, the Hudson Valley region in New York, and surrounding areas. In the lending area, these services include short and medium term loans, lines of credit, letters of credit, inventory and accounts receivable financing, real estate construction loans, mortgage loans, small business administration (“SBA”) loans, and merchant credit card services. In addition to commercial real estate loans, Lakeland makes commercial and industrial loans. These types of loans can diversify the Company’s exposure in a depressed real estate market. Lakeland’s equipment financing division provides a solution to small and medium sized companies who prefer to lease equipment over other financial alternatives. Lakeland’s asset based loan department provides commercial borrowers with another lending alternative.

Depository products include demand deposits, as well as savings, money market and time accounts. The Company also offers wire transfer, internet banking, mobile banking and night depository services to the business community and municipal relationships. In addition, Lakeland offers cash management services, such as remote capture of deposits and overnight sweep repurchase agreements.

 

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Consumer Banking

Lakeland also offers a broad range of consumer banking services, including checking accounts, savings accounts, NOW accounts, money market accounts, certificates of deposit, internet banking, secured and unsecured loans, consumer installment loans, mortgage loans, and safe deposit services.

As a result of the merger with Somerset Hills Bancorp in 2013, Lakeland expanded its mortgage division by acquiring a mortgage company subsidiary and a 50% interest in a title company. In 2015, Lakeland transitioned the personnel from the mortgage subsidiary to Lakeland, and Lakeland now originates all mortgages.

Other Services

Investment and advisory services for individuals and businesses are also available.

Competition

Lakeland faces considerable competition in its market areas for deposits and loans from other depository institutions. Many of Lakeland’s depository institution competitors have substantially greater resources, broader geographic markets, and higher lending limits than Lakeland and are also able to provide more services and make greater use of media advertising. In recent years, intense market demands, economic pressures, increased customer awareness of products and services, and the availability of electronic services have forced banking institutions to diversify their services and become more cost-effective.

Lakeland also competes with credit unions, brokerage firms, insurance companies, money market mutual funds, consumer finance companies, mortgage companies and other financial companies, some of which are not subject to the same degree of regulation and restrictions as Lakeland in attracting deposits and making loans. Interest rates on deposit accounts, convenience of facilities, products and services, and marketing are all significant factors in the competition for deposits. Competition for loans comes from other commercial banks, savings institutions, insurance companies, consumer finance companies, credit unions, mortgage banking firms and other institutional lenders. Lakeland primarily competes for loan originations through its structuring of loan transactions and the overall quality of service it provides. Competition is affected by the availability of lendable funds, general and local economic conditions, interest rates, and other factors that are not readily predictable.

The Company expects that competition will continue in the future.

Concentration

The Company is not dependent for deposits or exposed by loan concentrations to a single customer or a small group of customers the loss of any one or more of which would have a material adverse effect upon the financial condition of the Company.

Employees

At December 31, 2016, the Company had 592 full-time equivalent employees. None of these employees is covered by a collective bargaining agreement. The Company considers relations with its employees to be good.

SUPERVISION AND REGULATION

General

The Company is a registered bank holding company under the federal Bank Holding Company Act of 1956, as amended (the “Holding Company Act”), and is required to file with the Federal Reserve Board an annual report and such additional information as the Federal Reserve Board may require pursuant to the Holding Company Act. The Company is subject to examination by the Federal Reserve Board.

 

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Lakeland is a state chartered banking association subject to supervision and examination by the Department of Banking and Insurance of the State of New Jersey (the “Department”) and the Federal Deposit Insurance Corporation (the “FDIC”). The regulations of the State of New Jersey and FDIC govern most aspects of Lakeland’s business, including reserves against deposits, loans, investments, mergers and acquisitions, borrowings, dividends, and location of branch offices. Lakeland is subject to certain restrictions imposed by law on, among other things, (i) the maximum amount of obligations of any one person or entity which may be outstanding at any one time, (ii) investments in stock or other securities of the Company or any subsidiary of the Company, and (iii) the taking of such stock or securities as collateral for loans to any borrower.

The Holding Company Act

The Holding Company Act limits the activities which may be engaged in by the Company and its subsidiaries to those of banking, the ownership and acquisition of assets and securities of banking organizations, and the management of banking organizations, and to certain non-banking activities which the Federal Reserve Board finds, by order or regulation, to be so closely related to banking or managing or controlling a bank as to be a proper incident thereto. The Federal Reserve Board is empowered to differentiate between activities by a bank holding company or a subsidiary thereof and activities commenced by acquisition of a going concern.

With respect to non-banking activities, the Federal Reserve Board has by regulation determined that several non-banking activities are closely related to banking within the meaning of the Holding Company Act and thus may be performed by bank holding companies. Although the Company’s management periodically reviews other avenues of business opportunities that are included in that regulation, the Company has no present plans to engage in any of these activities other than providing investment brokerage services.

With respect to the acquisition of banking organizations, the Company is required to obtain the prior approval of the Federal Reserve Board before it may, by merger, purchase or otherwise, directly or indirectly acquire all or substantially all of the assets of any bank or bank holding company, if, after such acquisition, it will own or control more than 5% of the voting shares of such bank or bank holding company.

Regulation of Bank Subsidiaries

There are various legal limitations, including Sections 23A and 23B of the Federal Reserve Act, which govern the extent to which a bank subsidiary may finance or otherwise supply funds to its holding company or its holding company’s non-bank subsidiaries. Under federal law, no bank subsidiary may, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, its parent or the non-bank subsidiaries of its parent (other than direct subsidiaries of such bank which are not financial subsidiaries) or take their securities as collateral for loans to any borrower. Each bank subsidiary is also subject to collateral security requirements for any loans or extensions of credit permitted by such exceptions.

Commitments to Affiliated Institutions

The policy of the Federal Reserve Board provides that a bank holding company is expected to act as a source of financial strength to its subsidiary banks and to commit resources to support such subsidiary banks in circumstances in which it might not do so absent such policy.

Interstate Banking

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 permits bank holding companies to acquire banks in states other than their home state, regardless of applicable state law. New Jersey enacted legislation to authorize interstate banking and branching and the entry into New Jersey of foreign country banks. New Jersey did not authorize de novo branching into the state. However, under federal law, federal savings banks, which meet certain conditions, may branch de novo into a state, regardless of state law. The Dodd-Frank

 

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Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) removes the restrictions on interstate branching contained in the Riegle-Neal Act, and allows national banks and state banks to establish branches in any state if, under the laws of the state in which the branch is to be located, a state bank chartered by that state would be permitted to establish the branch.

Gramm-Leach-Bliley Act of 1999

The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (the “Modernization Act”) became effective in early 2000. The Modernization Act:

 

   

allows bank holding companies meeting management, capital, and Community Reinvestment Act standards to engage in a substantially broader range of non-banking activities than previously was permissible, including insurance underwriting and making merchant banking investments in commercial and financial companies; if a bank holding company elects to become a financial holding company, it files a certification, effective in 30 days, and thereafter may engage in certain financial activities without further approvals (Lakeland Bancorp is such a financial holding company);

 

   

allows insurers and other financial services companies to acquire banks;

 

   

removes various restrictions that previously applied to bank holding company ownership of securities firms and mutual fund advisory companies; and

 

   

establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.

The Modernization Act also modified other financial laws, including laws related to financial privacy and community reinvestment.

The USA PATRIOT Act

As part of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Congress adopted the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (collectively, the “USA PATRIOT Act”). By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act encourages information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.

Among other requirements, Title III of the USA PATRIOT Act imposes the following requirements with respect to financial institutions:

 

   

All financial institutions must establish anti-money laundering programs that include, at a minimum: (i) internal policies, procedures, and controls; (ii) specific designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; and (iv) an independent audit function to test the anti-money laundering program.

 

   

The Secretary of the Department of the Treasury, in conjunction with other bank regulators, was authorized to issue regulations that provide for minimum standards with respect to customer identification at the time new accounts are opened.

 

   

Financial institutions that establish, maintain, administer, or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) are required to establish appropriate, specific and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering.

 

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Financial institutions are prohibited from establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and will be subject to certain record keeping obligations with respect to correspondent accounts of foreign banks.

 

   

Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.

The United States Treasury Department has issued a number of implementing regulations which address various requirements of the USA PATRIOT Act and are applicable to financial institutions such as Lakeland. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Banking agencies have strictly enforced various anti-money laundering and suspicious activity reporting requirements using formal and informal enforcement tools to cause banks to comply with these provisions.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (the “SOA”) added new legal requirements for public companies affecting corporate governance, accounting and corporate reporting, to increase corporate responsibility and to protect investors.

The SOA addresses, among other matters:

 

   

audit committees for all reporting companies;

 

   

certification of financial statements by the chief executive officer and the chief financial officer;

 

   

the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement;

 

   

a prohibition on insider trading during pension plan black out periods;

 

   

disclosure of off-balance sheet transactions;

 

   

a prohibition on personal loans to directors and officers (other than loans made by an insured depository institution (as defined in the Federal Deposit Insurance Act), if the loan is subject to the insider lending restrictions of Section 22(h) of the Federal Reserve Act);

 

   

expedited filing requirements for Form 4’s;

 

   

disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;

 

   

“real time” filing of periodic reports;

 

   

the formation of a public accounting oversight board;

 

   

auditor independence; and

 

   

various increased criminal penalties for violations of the securities laws.

The Securities and Exchange Commission (the “SEC”) has enacted various rules to implement various provisions of the SOA with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act. Each of the national stock exchanges, including the NASDAQ Stock Market where Lakeland Bancorp’s common stock is listed, have corporate governance listing standards, including rules strengthening director independence requirements for boards, and requiring the adoption of charters for the nominating and corporate governance, compensation and audit committees.

 

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Regulation W

Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under the Federal Reserve Act. The Federal Deposit Insurance Act applies Sections 23A and 23B to insured nonmember banks in the same manner and to the same extent as if they were members of the Federal Reserve System. The Federal Reserve Board has also issued Regulation W, which codifies prior regulations under Sections 23A and 23B of the Federal Reserve Act and interpretative guidance with respect to affiliate transactions. Regulation W incorporates the exemption from the affiliate transaction rules but expands the exemption to cover the purchase of any type of loan or extension of credit from an affiliate. Affiliates of a bank include, among other entities, the bank’s holding company and companies that are under common control with the bank. The Company is considered to be an affiliate of Lakeland. In general, subject to certain specified exemptions, a bank or its subsidiaries are limited in their ability to engage in “covered transactions” with affiliates:

 

   

to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and

 

   

to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates.

In addition, a bank and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the bank or its subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies. A “covered transaction” includes:

 

   

a loan or extension of credit to an affiliate;

 

   

a purchase of, or an investment in, securities issued by an affiliate;

 

   

a purchase of assets from an affiliate, with some exceptions;

 

   

the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and

 

   

the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

In addition, under Regulation W:

 

   

a bank and its subsidiaries may not purchase a low-quality asset from an affiliate;

 

   

covered transactions and other specified transactions between a bank or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and

 

   

with some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by certain types of collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.

Regulation W generally excludes all non-bank and non-savings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve Board decides to treat these subsidiaries as affiliates.

Community Reinvestment Act

Under the Community Reinvestment Act (“CRA”), as implemented by FDIC regulations, a state bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires the FDIC, in connection with its examination of a state non-member bank, to assess the bank’s record of meeting

 

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the credit needs of its community and to take that record into account in its evaluation of certain applications by the bank. Under the FDIC’s CRA evaluation system, the FDIC focuses on three tests: (i) a lending test, to evaluate the institution’s record of making loans in its service areas; (ii) an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing and programs benefiting low or moderate income individuals and businesses; and (iii) a service test, to evaluate the institution’s delivery of services through its branches, ATMs and other offices. The CRA also requires all institutions to make public disclosure of their CRA ratings. Lakeland Bank received an “outstanding” CRA rating in its most recent examination.

Securities and Exchange Commission

The common stock of the Company is registered with the SEC under the Exchange Act. As a result, the Company and its officers, directors, and major stockholders are obligated to file certain reports with the SEC. The Company is subject to proxy and tender offer rules promulgated pursuant to the Exchange Act. You may read and copy any document the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, such as the Company.

The Company maintains a website at http://www.lakelandbank.com. The Company makes available on its website the proxy statements and reports on Forms 8-K, 10-K and 10-Q that it files with the SEC as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Additionally, the Company has adopted and posted on its website a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. The Company intends to disclose any amendments to or waivers of the Code of Ethics on its website.

Effect of Government Monetary Policies

The earnings of the Company are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The monetary policies of the Federal Reserve Board have had, and will likely continue to have, an important impact on the operating results of commercial banks through the Board’s power to implement national monetary policy in order to, among other things, curb inflation or combat a recession. The Federal Reserve Board has a major effect upon the levels of bank loans, investments and deposits through its open market operations in United States government securities and through its regulation of, among other things, the discount rate of borrowings of banks and the reserve requirements against bank deposits. It is not possible to predict the nature and impact of future changes in monetary fiscal policies.

Dividend Restrictions

The Company is a legal entity separate and distinct from Lakeland. Virtually all of the revenue of the Company available for payment of dividends on its capital stock will result from amounts paid to the Company by Lakeland. All such dividends are subject to various limitations imposed by federal and state laws and by regulations and policies adopted by federal and state regulatory agencies. Under state law, a bank may not pay dividends unless, following the dividend payment, the capital stock of the bank would be unimpaired and either (a) the bank will have a surplus of not less than 50% of its capital stock, or, if not, (b) the payment of the dividend will not reduce the surplus of the bank.

If, in the opinion of the FDIC, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which could include the payment of dividends), the FDIC may require, after notice and hearing, that such bank cease and desist from such practice or, as a result of an unrelated practice, require the

 

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bank to limit dividends in the future. The Federal Reserve Board has similar authority with respect to bank holding companies. In addition, the Federal Reserve Board and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Regulatory pressures to reclassify and charge off loans and to establish additional loan loss reserves can have the effect of reducing current operating earnings and thus impacting an institution’s ability to pay dividends. Further, as described herein, the regulatory authorities have established guidelines with respect to the maintenance of appropriate levels of capital by a bank or bank holding company under their jurisdiction. Compliance with the standards set forth in these policy statements and guidelines could limit the amount of dividends which the Company and Lakeland may pay. Banking institutions that fail to maintain the minimum capital ratios, or that maintain the requisite minimum capital ratios but do so at a level below the minimum capital ratios plus the new capital conservation buffer, will face constraints on their ability to pay dividends. See “Capital Requirements” below.

Capital Requirements

Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), each federal banking agency has promulgated regulations, specifying the levels at which a financial institution would be considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” and to take certain mandatory and discretionary supervisory actions based on the capital level of the institution. To qualify to engage in financial activities under the Gramm-Leach-Bliley Act, all depository institutions must be “well capitalized.” The financial holding company of a bank will be put under directives to raise its capital levels or divest its activities if the depository institution falls from that level.

In July 2013, the Federal Reserve Board, the FDIC and the Comptroller of the Currency adopted final rules establishing a new comprehensive capital framework for U.S. banking organizations (the “Basel Rules”). The Basel Rules implement the Basel Committee’s December 2010 framework, commonly referred to as Basel III, for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act, as discussed below. The Basel Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, including Lakeland Bancorp and Lakeland Bank, compared to prior U.S. risk-based capital rules. The Basel Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Basel Rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing risk-weighting approach, which was derived from Basel I capital accords of the Basel Committee, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 Basel II capital accords. The Basel Rules also implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules.

The Basel Rules became effective for us on January 1, 2015 (subject to phase-in periods for certain components).

For bank holding companies and banks like Lakeland Bancorp and Lakeland Bank, January 1, 2015 was the start date for compliance with the revised minimum regulatory capital ratios and for determining risk-weighted assets under what the Basel Rules call a “standardized approach.” As of January 1, 2015, Lakeland Bancorp and Lakeland Bank were required to maintain the following minimum capital ratios, expressed as a percentage of risk-weighted assets:

 

   

Common Equity Tier 1 Capital Ratio of 4.5% (this is referred to as the “CET1”);

 

   

Tier 1 Capital Ratio (CET1 capital plus “Additional Tier 1 capital”) of 6.0%; and

 

   

Total Capital Ratio (Tier 1 capital plus Tier 2 capital) of 8.0%.

In addition, Lakeland Bancorp and Lakeland Bank are subject to a leverage ratio of 4% (calculated as Tier 1 capital to average consolidated assets as reported on the consolidated financial statements).

 

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The Basel Rules also require a “capital conservation buffer.” When fully phased in on January 1, 2019, Lakeland Bancorp and Lakeland Bank will be required to maintain a 2.5% capital conservation buffer, in addition to the minimum capital ratios described above, effectively resulting in the following minimum capital ratios on January 1, 2019:

 

   

CET1 of 7.0%;

 

   

Tier 1 Capital Ratio of 8.5%; and

 

   

Total Capital Ratio of 10.5%.

The purpose of the capital conservation buffer is to ensure that banking organizations conserve capital when it is needed most, allowing them to weather periods of economic stress. Banking institutions with a CET1, Tier 1 Capital Ratio and Total Capital Ratio above the minimum capital ratios but below the minimum capital ratios plus the capital conservation buffer will face constraints on their ability to pay dividends, repurchase equity and pay discretionary bonuses to executive officers, based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level (thus effectively resulting in minimum capital ratios as of January 1, 2016 for CET1, Tier 1 Capital Ratio and Total Capital Ratio of 5.125%, 6.625% and 8.625%, respectively), and increases by 0.625% on each subsequent January 1 until it reaches 2.5% on January 1, 2019.

The Basel Rules also adopted a “countercyclical capital buffer,” which is not applicable to Lakeland Bancorp or Lakeland Bank. That buffer is applicable only to “advanced approaches banking organizations,” which generally are those with consolidated total assets of at least $250 billion.

The Basel Rules provide for several deductions from and adjustments to CET1, which are being phased in between January 1, 2015 and January 1, 2018. For example, mortgage servicing rights, deferred tax assets dependent upon future taxable income and significant investments in common equity issued by nonconsolidated financial entities must be deducted from CET1 to the extent that any one of those categories exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.

Under prior capital standards, the effects of accumulated other comprehensive income items included in capital were excluded for the purposes of determining regulatory capital ratios. Under the Basel Rules, the effects of certain accumulated other comprehensive income items are not excluded; however, banking organizations such as Lakeland Bancorp and Lakeland Bank may make a one-time permanent election to continue to exclude these items effective as of January 1, 2015. Lakeland Bancorp and Lakeland Bank made such an election to continue to exclude these items.

While the Basel Rules generally require the phase-out of non-qualifying capital instruments such as trust preferred securities and cumulative perpetual preferred stock, holding companies with less than $15 billion in total consolidated assets as of December 31, 2009, such as Lakeland Bancorp, may permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in Additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature.

The Basel Rules prescribe a standardized approach for calculating risk-weighted assets that expands the risk-weighting categories from the previous four categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. Government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. In addition, the Basel Rules provide more advantageous risk weights for derivatives and repurchase-style transactions cleared through a qualifying central counterparty and increase the scope of eligible guarantors and eligible collateral for purposes of credit risk mitigation.

Consistent with the Dodd-Frank Act, the Basel Rules adopt alternatives to credit ratings for calculating the risk-weighting for certain assets.

 

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With respect to Lakeland Bank, the Basel Rules revise the “prompt corrective action” regulations under Section 38 of the Federal Deposit Insurance Act by (i) introducing a CET1 ratio requirement at each capital quality level (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status (a new standard); (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8% (increased from 6%); and (iii) requiring a leverage ratio of 5% to be well-capitalized (increased from the previously required leverage ratio of 3% or 4%). The Basel Rules do not change the total risk-based capital requirement for any “prompt corrective action” category.

Effective as of January 1, 2015, the FDIC’s regulations implementing these provisions of FDICIA provide that an institution will be classified as “well capitalized” if it (i) has a total risk-based capital ratio of at least 10.0 percent, (ii) has a Tier 1 risk-based capital ratio of at least 8.0 percent, (iii) has a CET1 ratio of at least 6.5 percent, (iv) has a Tier 1 leverage ratio of at least 5.0 percent, and (v) meets certain other requirements. An institution will be classified as “adequately capitalized” if it (i) has a total risk-based capital ratio of at least 8.0 percent, (ii) has a Tier 1 risk-based capital ratio of at least 6.0 percent, (iii) has a CET1 ratio of at least 4.5 percent, (iv) has a Tier 1 leverage ratio of at least 4.0 percent, and (v) does not meet the definition of “well capitalized.” An institution will be classified as “undercapitalized” if it (i) has a total risk-based capital ratio of less than 8.0 percent, (ii) has a Tier 1 risk-based capital ratio of less than 6.0 percent, (iii) has a CET1 ratio of less than 4.5 percent or (iv) has a Tier 1 leverage ratio of less than 4.0 percent. An institution will be classified as “significantly undercapitalized” if it (i) has a total risk-based capital ratio of less than 6.0 percent, (ii) has a Tier 1 risk-based capital ratio of less than 4.0 percent, (iii) has a CET1 ratio of less than 3.0 percent or (iv) has a Tier 1 leverage ratio of less than 3.0 percent. An institution will be classified as “critically undercapitalized” if it has a tangible equity to total assets ratio that is equal to or less than 2.0 percent. An insured depository institution may be deemed to be in a lower capitalization category if it receives an unsatisfactory examination rating. Similar categories apply to bank holding companies. When the capital conservation buffer is fully phased in, the capital ratios applicable to depository institutions under the Basel Rules will exceed the ratios to be considered well-capitalized under the prompt corrective action regulations.

As of December 31, 2016, Lakeland Bancorp and Lakeland Bank met all capital requirements under the Basel Rules as then in effect, and the Company believes that as of such date, it would meet all capital requirements under the Basel Rules on a fully phased-in basis, if the full phase-in of such requirements were currently in effect.

Volcker Rule

In December 2013, the Federal Reserve Board, the FDIC and several other governmental regulatory agencies issued final rules to implement the Volcker Rule contained in section 619 of the Dodd-Frank Act, generally to become effective on July 21, 2015. The Federal Reserve extended the Volcker Rule’s conformance period until July 21, 2017. The Volcker Rule prohibits an insured depository institution and its affiliates from (i) engaging in “proprietary trading” and (ii) investing in or sponsoring certain types of funds (defined as “Covered Funds”) subject to certain limited exceptions. The Company does not own any interests in any hedge funds or private equity funds that are designated “Covered Funds” under the Volcker Rule.

Federal Deposit Insurance and Premiums

Lakeland’s deposits are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. As a result of the Dodd-Frank Act, the basic federal deposit insurance limit was permanently increased to at least $250,000.

In November 2010, the FDIC approved a rule to change the assessment base from adjusted domestic deposits to average consolidated total assets minus average tangible equity, as required by the Dodd-Frank Act. These new assessment rates began in the second quarter of 2011 and were paid at the end of September 2011.

 

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Since the new base is larger than the current base, the FDIC’s rule lowered the total base assessment rates to between 2.5 and 9 basis points for banks in the lowest risk category, and 30 to 45 basis points for banks in the highest risk category. The Company paid $2.2 million in total FDIC assessments in 2016 and $2.1 million in 2015.

Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (“DRR”), that is, the ratio of the DIF to insured deposits. The FDIC has adopted a plan under which it will meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act. The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets less than $10 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%. In March 2016, the FDIC adopted a rule that imposes a surcharge on the quarterly assessments of insured depository institutions with total consolidated assets of $10 billion or more. The surcharge will equal an annual rate of 4.5 basis points applied to the institution’s assessment base, with certain adjustments.

In addition to deposit insurance assessments, the FDIC is required to continue to collect from institutions payments for the servicing of obligations of the Financing Corporation (“FICO”) that were issued in connection with the resolution of savings and loan associations, so long as such obligations remain outstanding. Lakeland paid a FICO premium of approximately $231,000 in 2016 and expects to pay a similar amount in 2017.

The Dodd-Frank Act

The Dodd-Frank Act, which was signed into law on July 21, 2010, significantly changed the bank regulatory landscape and has impacted and will continue to have a broad impact on the financial services industry as a result of significant regulatory and compliance changes, including, among other things, (i) enhanced resolution authority over troubled and failing banks and their holding companies; (ii) increased capital and liquidity requirements; (iii) increased regulatory examination fees; (iv) changes to assessments to be paid to the FDIC for federal deposit insurance; and (v) numerous other provisions designed to improve supervision and oversight of, and strengthening safety and soundness for, the financial services sector. Generally, the Dodd-Frank Act became effective the day after it was signed into law, but different effective dates apply to specific sections of the law.

The following is a summary of certain provisions of the Dodd-Frank Act:

 

   

Minimum Capital Requirements. The Dodd-Frank Act requires new capital rules and the application of the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies. In addition to making bank holding companies subject to the same capital requirements as their bank subsidiaries, these provisions (often referred to as the Collins Amendment to the Dodd-Frank Act) were also intended to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital. See “Capital Requirements” for a description of new capital requirements adopted by U.S. federal banking regulators in 2013 and the treatment of trust preferred securities under such rules.

 

   

Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revised the assessment base against which an insured depository institution’s deposit insurance premiums paid to the Deposit Insurance Fund (“DIF”) are calculated. Under the amendments, the assessment base is no longer the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity during the assessment period. Additionally, the Dodd-Frank Act makes changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. In December 2010, the FDIC increased the designated reserve ratio to 2.0 percent.

 

   

Shareholder Votes. The Dodd-Frank Act requires publicly traded companies like Lakeland Bancorp to give shareholders a non-binding vote on executive compensation and so-called “golden parachute” payments in certain circumstances.

 

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Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained. These requirements became effective during 2011.

 

   

Transactions with Insiders. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors. These requirements became effective during 2011.

 

   

Enhanced Lending Limits. The Dodd-Frank Act strengthened the previous limits on a depository institution’s credit exposure to one borrower which limited a depository institution’s ability to extend credit to one person (or group of related persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expanded the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions.

 

   

Compensation Practices. The Dodd-Frank Act provides that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or compensation that gives rise to excessive risk or could lead to a material financial loss to such firm. In June 2010, prior to the Dodd-Frank Act, the bank regulatory agencies promulgated the Interagency Guidance on Sound Incentive Compensation Policies, which sets forth three key principles concerning incentive compensation arrangements:

 

   

such arrangements should provide employees incentives that balance risk and financial results in a manner that does not encourage employees to expose the financial institution to imprudent risks;

 

   

such arrangements should be compatible with effective controls and risk management; and

 

   

such arrangements should be supported by strong corporate governance with effective and active oversight by the financial institution’s board of directors.

Together, the Dodd-Frank Act and guidance from the bank regulatory agencies on compensation may impact the Company’s compensation practices.

 

   

The Consumer Financial Protection Bureau (“Bureau”). The Dodd-Frank Act created the Bureau within the Federal Reserve. The Bureau is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and services offered to bank consumers. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are more stringent than those regulations promulgated by the Bureau and state attorneys general are permitted to enforce consumer protection rules adopted by the Bureau against state-chartered institutions. The Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Institutions with $10 billion or less in assets, such as the Bank, will continue to be examined for compliance with the consumer laws by their primary bank regulators.

 

   

De Novo Banking. The Dodd-Frank Act allows de novo interstate branching by banks.

Final rules have been issued which implement the ability-to-repay and qualified mortgage (QM) provisions of the Truth in Lending Act, as amended by the Dodd-Frank Act (the “QM Rule”). The QM Rule impacted our mortgage originations when it became effective in January 2014. The ability-to-repay provision requires creditors

 

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to make reasonable, good faith determinations that borrowers are able to repay their mortgages before extending the credit based on a number of factors and consideration of financial information about the borrower from reasonably reliable third-party documents. Under the Dodd-Frank Act and the QM Rule, loans meeting the definition of “qualified mortgage” are entitled to a presumption that the lender satisfied the ability-to-repay requirements. The presumption is a conclusive presumption/safe harbor for prime loans meeting the QM requirements, and a rebuttable presumption for higher-priced/subprime loans meeting the QM requirements. The definition of a “qualified mortgage” incorporates the statutory requirements, such as not allowing negative amortization or terms longer than 30 years. The QM Rule also adds an explicit maximum 43 percent debt-to-income ratio for borrowers if the loan is to meet the QM definition, though some mortgages that meet GSE, FHA and VA underwriting and eligibility guidelines may, for a period not to exceed seven years, meet the QM definition without being subject to the 43 percent debt-to-income limits. We cannot assure you that existing or future regulations will not have a material adverse impact on our residential mortgage loan business or the housing markets in which we participate.

In addition, provisions in the Dodd-Frank Act which have revised the capital requirements of the Company and the Bank could require the Company and the Bank to seek additional sources of capital in the future. See “Capital Requirements.”

The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which may have an impact on our operating environment in substantial and unpredictable ways. Consequently, the Dodd-Frank Act is likely to continue to increase our cost of doing business, it may limit or expand our permissible activities, and it may affect the competitive balance within our industry and market areas.

Proposed Legislation

From time to time proposals are made in the United States Congress, the New Jersey Legislature, and before various bank regulatory authorities, which would alter the powers of, and place restrictions on, different types of banking organizations. It is impossible to predict the impact, if any, of potential legislative trends on the business of the Company and its subsidiaries.

In accordance with federal law providing for deregulation of interest on all deposits, banks and thrift organizations are now unrestricted by law or regulation from paying interest at any rate on most time deposits. It is not clear whether deregulation and other pending changes in certain aspects of the banking industry will result in further increases in the cost of funds in relation to prevailing lending rates.

ITEM 1A - Risk Factors.

Our business, financial condition, operating results and cash flows can be affected by a number of factors, including, but not limited to, those set forth below, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.

The Dodd-Frank Act could materially and adversely affect us by increasing compliance costs, heightening our risk of noncompliance with applicable regulations, and changing the competitive landscape in the banking industry.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, was signed into law. The Dodd-Frank Act has resulted in sweeping changes in the regulation of financial institutions. As discussed in the section herein entitled “Business-Supervision and Regulation,” the Dodd-Frank Act contains numerous provisions that affect all banks and bank holding companies. Some of the provisions in the Dodd-Frank Act were subject to regulatory rule-making and implementation, the full effects of which are not yet known. Although we cannot predict the full and specific impact and long-term effects that the Dodd-Frank Act and the regulations promulgated thereunder will have on us and our prospects, our target

 

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markets and the financial industry more generally, we believe that the Dodd-Frank Act and the regulations promulgated thereunder are likely to continue to impose additional administrative and regulatory burdens that will obligate us to continue to incur additional expenses and will continue to adversely affect our margins and profitability. For example, the elimination of the prohibition on the payment of interest on demand deposits could materially increase our interest expense, depending on our competitors’ responses. Provisions in the legislation mandating modification of the capital requirements applicable to the Company and the Bank, and the resulting adoption by federal regulators of the new capital requirements described under “Business-Supervision and Regulation-Capital Requirements,” could require the Company and the Bank to seek additional sources of capital in the future. More stringent consumer protection regulations could materially and adversely affect our profitability.

President Donald Trump has stated that he intends to relax financial regulations, including various provisions of the Dodd-Frank Act and the rules implementing those provisions. The nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable at this time.

The Company and the Bank are subject to more stringent capital and liquidity requirements.

The Dodd-Frank Act also imposes more stringent capital requirements on bank holding companies such as Lakeland Bancorp by, among other things, imposing leverage ratios on bank holding companies and prohibiting new trust preferred issuances from counting as Tier I capital. These restrictions will limit our future capital strategies. Under the Dodd-Frank Act, our currently outstanding trust preferred securities will continue to count as Tier I capital, but we will be unable to issue replacement or additional trust preferred securities which would count as Tier I capital.

As further described above under “Business-Supervision and Regulation-Capital Requirements,” we were required to meet new capital requirements beginning on January 1, 2015. In addition, beginning in 2016, banks and bank holding companies were required to maintain a capital conservation buffer on top of minimum risk-weighted asset ratios. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level, and increases by 0.625% on each subsequent January 1 until it reaches 2.5% when fully phased in on January 1, 2019. Banking institutions which do not maintain capital in excess of the capital conservation buffer face constraints on the payment of dividends, equity repurchases and compensation based on the amount of the shortfall. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, distributions to Lakeland Bancorp may be prohibited or limited.

Future increases in minimum capital requirements could adversely affect our net income. Furthermore, our failure to comply with the minimum capital requirements could result in our regulators taking formal or informal actions against us which could restrict our future growth or operations.

The Company’s future growth may require the Company to raise additional capital in the future, but that capital may not be available when it is needed or may be available only at an excessive cost.

The Company is required by regulatory authorities to maintain adequate levels of capital to support its operations. The Company anticipates that current capital levels will satisfy regulatory requirements for the foreseeable future. The Company, however, may at some point choose to raise additional capital to support its continued growth. The Company’s ability to raise additional capital will depend, in part, on conditions in the capital markets at that time, which are outside of the Company’s control. Accordingly, the Company may be unable to raise additional capital, if and when needed, on terms acceptable to the Company, or at all. If the Company cannot raise additional capital when needed, its ability to further expand operations through internal growth and acquisitions could be materially impacted. In the event of a material decrease in the Company’s stock price, future issuances of equity securities could result in dilution of existing shareholder interests.

 

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A decrease in our ability to borrow funds could adversely affect our liquidity.

Our ability to obtain funding from the Federal Home Loan Bank or through our overnight federal funds lines with other banks could be negatively affected if we experienced a substantial deterioration in our financial condition or if such funding became restricted due to deterioration in the financial markets. While we have a contingency funds management plan to address such a situation if it were to occur (such plan includes deposit promotions, the sale of securities and the curtailment of loan growth, if necessary), a significant decrease in our ability to borrow funds could adversely affect our liquidity.

We are subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

We are unable to predict actual fluctuations of market interest rates. Rate fluctuations are influenced by many factors, including:

 

   

inflation or deflation

 

   

excess growth or recession;

 

   

a rise or fall in unemployment;

 

   

tightening or expansion of the money supply;

 

   

domestic and international disorder;

 

   

instability in domestic and foreign financial markets; and

 

   

actions taken or statements made by the Federal Reserve Board.

Both increases and decreases in the interest rate environment may reduce our profits. We expect that we will continue to realize income from the difference or “spread” between the interest we earn on loans, securities and other interest-earning assets, and the interest we pay on deposits, borrowings and other interest-bearing liabilities. Our net interest spreads are affected by the differences between the maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities. Our interest-earning assets may not reprice as slowly or rapidly as our interest-bearing liabilities. Changes in market interest rates could materially and adversely affect our net interest spread, asset quality, levels of prepayments, cash flows, market value of our securities portfolio, loan and deposit growth, costs and yields on loans and deposits and our overall profitability. Competition for our deposits has increased significantly as a result of the recent low interest rate environment.

Declines in value may adversely impact our investment portfolio.

As of December 31, 2016, the Company had approximately $606.7 million and $147.6 million in available for sale and held to maturity investment securities, respectively. We may be required to record impairment charges on our investment securities if they suffer a decline in value that is considered other-than-temporary. Numerous factors, including lack of liquidity for sales of certain investment securities, absence of reliable pricing information for investment securities, adverse changes in business climate, adverse actions by regulators, or unanticipated changes in the competitive environment could have a negative effect on our investment portfolio in future periods. If an impairment charge is significant enough it could affect the ability of Lakeland to upstream dividends to the Company, which could have a material adverse effect on our liquidity and our ability to pay dividends to shareholders and could also negatively impact our regulatory capital ratios.

The Company may incur impairment to goodwill.

We review our goodwill at least annually. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. We operate in a competitive environment and projections of future operating

 

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results and cash flows may vary significantly from actual results. Additionally, if our analysis results in an impairment to our goodwill, we would be required to record a non-cash charge to earnings in our financial statements during the period in which such impairment is determined to exist. Any such charge could have a material adverse effect on our results of operations and our stock price.

The extensive regulation and supervision to which we are subject impose substantial restrictions on our business.

The Company, Lakeland and certain non-bank subsidiaries are subject to extensive regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole. Such laws are not designed to protect our shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Lakeland is also subject to a number of laws which, among other things, govern its lending practices and require the Bank to establish and maintain comprehensive programs relating to anti-money laundering and customer identification. The United States Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could have a material adverse effect on our business, financial condition and results of operations.

Lakeland’s ability to pay dividends is subject to regulatory limitations which, to the extent that our holding company requires such dividends in the future, may affect our holding company’s ability to pay its obligations and pay dividends to shareholders.

As a bank holding company, the Company is a separate legal entity from Lakeland and its subsidiaries, and we do not have significant operations of our own. We currently depend on Lakeland’s cash and liquidity to pay our operating expenses and dividends to shareholders. The availability of dividends from Lakeland is limited by various statutes and regulations. The inability of the Company to receive dividends from Lakeland could adversely affect our financial condition, results of operations, cash flows and prospects and the Company’s ability to pay dividends.

In addition, as described under “Business-Supervision and Regulation-Capital Requirements,” beginning in 2016, banks and bank holding companies are required to maintain a capital conservation buffer on top of minimum risk-weighted asset ratios. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level, and increases by 0.625% on each subsequent January 1 until it reaches 2.5% when fully phased in on January 1, 2019. Banking institutions which do not maintain capital in excess of the capital conservation buffer will face constraints on the payment of dividends, equity repurchases and compensation based on the amount of the shortfall. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, distributions to Lakeland Bancorp may be prohibited or limited.

Our allowance for loan and lease losses may not be adequate to cover actual losses.

Like all commercial banks, Lakeland maintains an allowance for loan and lease losses to provide for loan and lease defaults and non-performance. If our allowance for loan and lease losses is not adequate to cover actual loan and lease losses, we may be required to significantly increase future provisions for loan and lease losses, which could materially and adversely affect our operating results. Our allowance for loan and lease losses is determined by analyzing historical loan and lease losses, current trends in delinquencies and charge-offs, plans for problem loan and lease resolution, the opinions of our regulators, changes in the size and composition of the loan and lease portfolio and industry information. We also consider the possible effects of economic events,

 

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which are difficult to predict. The amount of future losses is affected by changes in economic, operating and other conditions, including changes in interest rates, many of which are beyond our control. These losses may exceed our current estimates. Federal regulatory agencies, as an integral part of their examination process, review our loans and the allowance for loan and lease losses. While we believe that our allowance for loan and lease losses in relation to our current loan portfolio is adequate to cover current losses, we cannot assure you that we will not need to increase our allowance for loan and lease losses or that the regulators will not require us to increase this allowance. Future increases in our allowance for loan and lease losses could materially and adversely affect our earnings and profitability.

The concentration of our commercial real estate loan portfolio may subject us to increased regulatory analysis.

The FDIC, the Federal Reserve and the OCC have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate (CRE) lending. The 2006 interagency guidance did not establish specific CRE lending limits or caps; rather, the guidance set forth supervisory criteria to serve as levels of bank CRE concentration above which certain financial institutions may be identified for further supervisory analysis. According to the guidelines, institutions could be subject to further analysis if (i) their loans for construction, land, and land development (CLD) represent 100% or more of the institution’s total risk-based capital, or (ii) their total non-owner-occupied CRE loans (including CLD loans), as defined, represent 300% or more of the institution’s total risk-based capital, and further, that the institution’s non-owner-occupied CRE loan portfolio has increased by 50% or more during the previous 36 months.

The Bank’s total reported CLD loans represented 40% of total risk-based capital at December 31, 2016. The Bank’s total reported CRE loans to total capital was 372% at December 31, 2016 while the Bank’s CRE portfolio has increased by 74% over the preceding 36 months.

The Bank’s CRE portfolio is segmented and spread among various property types including retail, office, multi-family, mixed use, small business administration (“SBA”), industrial, hospitality, healthcare, special use and residential and commercial construction. Management regularly reviews and evaluates its CRE portfolio, including concentrations within the various property types based on current market conditions and risk appetite as well as by utilizing stress testing on material exposures and believes its underwriting practices are sound.

There is no assurance that in the future we will not continue to exceed the levels set forth in the guidelines.

Our mortgage banking operations expose us to risks that are different than the risks associated with our retail banking operations.

The Bank’s mortgage banking operations expose us to risks that are different than our retail banking operations. Our mortgage banking operations are dependent upon the level of demand for residential mortgages. During higher and rising interest rate environments, the level of refinancing activity tends to decline, which can lead to reduced volumes of business and lower revenues that may not exceed our fixed costs to run the business. In addition, mortgages sold to third-party investors are typically subject to certain repurchase provisions related to borrower refinancing, defaults, fraud or other reasons stipulated in the applicable third-party investor agreements. If the fair value of a loan when repurchased is less than the fair value when sold, a bank may be required to charge such shortfall to earnings.

In addition, the “ability to repay” and “Qualified Mortgage” rules promulgated as required by the Dodd-Frank Act, may expose the Company to greater losses, reduced volume and litigation related expenses and delays in taking title to collateral real estate, if these loans do not perform and borrowers challenge whether the rules were satisfied when originating the loans.

 

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We are subject to various lending and other economic risks that could adversely affect our results of operations and financial condition.

Economic, political and market conditions, trends in industry and finance, legislative and regulatory changes, changes in governmental monetary and fiscal policies and inflation affect our business. These factors are beyond our control. A deterioration in economic conditions, particularly in New Jersey, could have the following consequences, any of which could materially adversely affect our business:

 

   

loan and lease delinquencies may increase;

 

   

problem assets and foreclosures may increase;

 

   

demand for our products and services may decrease; and

 

   

collateral for loans made by us may decline in value, in turn reducing the borrowing ability of our customers.

Deterioration in the real estate market, particularly in New Jersey, could adversely affect our business. A decline in real estate values in New Jersey would reduce our ability to recover on defaulted loans by selling the underlying real estate, which would increase the possibility that we may suffer losses on defaulted loans.

We may suffer losses in our loan portfolio despite our underwriting practices.

We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting practices. Although we believe that our underwriting criteria are appropriate for the various kinds of loans that we make, we may incur losses on loans that meet our underwriting criteria, and these losses may exceed the amounts set aside as reserves in our allowance for loan and lease losses.

We face intense competition from other financial services and financial services technology companies, and competitive pressures could adversely affect our business or financial performance.

The Company faces intense competition in all of its markets and geographic regions. The Company expects competitive pressures to intensify in the future, especially in light of legislative and regulatory initiatives arising out of the recent global economic crisis, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies. Competition with financial services technology companies, or technology companies partnering with financial services companies, may be particularly intense, due to, among other things, differing regulatory environments. Competitive pressures may drive the Company to take actions that the Company might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers. These pressures also may accelerate actions that the Company might otherwise elect to defer, such as substantial investments in technology or infrastructure. Whatever the reason, actions that the Company takes in response to competition may adversely affect its results of operations and financial condition. These consequences could be exacerbated if the Company is not successful in introducing new products and other services, achieving market acceptance of its products and other services, developing and maintaining a strong customer base, or prudently managing expenses.

The inability to attract and retain key personnel could adversely affect our Company’s business.

The success of the Company depends partially on the ability to attract and retain a high level of experienced personnel. The inability to attract and retain key employees, as well as find suitable replacements, if necessary, could adversely affect the Company’s customer relationships and internal operations.

The inability to stay current with technological change could adversely affect our business model.

Financial institutions continually are required to maintain and upgrade technology in order to provide the most current products and services to their customers, as well as create operational efficiencies. This technology

 

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requires personnel resources, as well as significant costs to implement. Failure to successfully implement technological change could adversely affect the Company’s business, results of operations and financial condition.

The occurrence of any failure, breach, or interruption in service involving our systems or those of our service providers could damage our reputation, cause losses, increase our expenses, and result in a loss of customers, an increase in regulatory scrutiny, or expose us to civil litigation and possibly financial liability, any of which could adversely impact our financial condition, results of operations and the market price of our stock.

Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger, our deposits and our loans. Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and cyber attacks that could have a security impact. In addition, breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to our confidential or other information or the confidential or other information of our customers, clients or counterparties. If one or more of such events were to occur, the confidential and other information processed and stored in, and transmitted through, our computer systems and networks could potentially be jeopardized, or could otherwise cause interruptions or malfunctions in our operations or the operations of our customers, clients or counterparties. This could cause us significant reputational damage or result in our experiencing significant losses.

Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. We also may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance we maintain. In addition, we routinely transmit and receive personal, confidential and proprietary information by e-mail and other electronic means. We have discussed and worked with our customers, clients and counterparties to develop secure transmission capabilities, but we do not have, and may be unable to put in place, secure capabilities with all of these constituents, and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of such information.

While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing to certain third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communication with them, our ability to adequately process and account for customer transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

If we do not successfully integrate any banks that we may acquire in the future, the combined company may be adversely affected.

If we make acquisitions in the future, we will need to integrate the acquired entities into our existing business and systems. We may experience difficulties in accomplishing this integration or in effectively managing the combined company after any future acquisition. Any actual cost savings or revenue enhancements that we may anticipate from a future acquisition will depend on future expense levels and operating results, the timing of certain events and general industry, regulatory and business conditions. Many of these events will be beyond our control, and we cannot assure you that if we make any acquisitions in the future, we will be successful in integrating those businesses into our own.

 

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ITEM 1B - Unresolved Staff Comments.

Not Applicable.

ITEM 2 – Properties.

At December 31, 2016, Lakeland Bank conducted business through 52 branch offices located in Bergen, Essex, Morris, Ocean, Passaic, Somerset, Sussex and Union counties in New Jersey. Lakeland Bank also operates six New Jersey regional commercial lending centers in Bernardsville, Jackson, Montville, Newton, Teaneck and Waldwick; and two commercial loan production offices serving Middlesex and Monmouth counties in New Jersey and the Hudson Valley region of New York. The Company’s principal office is located at 250 Oak Ridge Road, Oak Ridge, New Jersey 07438.

The aggregate net book value of premises and equipment was $52.2 million at December 31, 2016. As of December 31, 2016, 31 of the Company’s facilities were owned and 33 were leased for various terms.

ITEM 3 - Legal Proceedings.

There are no pending legal proceedings involving the Company or Lakeland other than those arising in the normal course of business. Management does not anticipate that the potential liability, if any, arising out of such legal proceedings will have a material effect on the financial condition or results of operations of the Company and Lakeland on a consolidated basis.

ITEM 3A - Executive Officers of the Registrant.

The following table sets forth the name and age of each current executive officer of the Company. Each officer is appointed by the Company’s Board of Directors. Unless otherwise indicated, the persons named below have held the position indicated for more than the past five years.

 

Name and Age

   Officer of the
Company Since
  

Position with the Company, its Subsidiary

Banks, and Business Experience

Thomas J. Shara

Age 59

   2008
   President and CEO, Lakeland Bancorp, Inc. and Lakeland Bank (April 2, 2008 – Present); President and Chief Credit Officer (May 2007 - April 1, 2008) and Executive Vice President and Senior Commercial Banking Officer (February 2006 - May 2007), TD Banknorth, N.A.’s Mid-Atlantic Division.

Joseph F. Hurley

Age 66

   1999    Executive Vice President and Chief Financial Officer of the Company (November 1999 – Present).

Robert A. Vandenbergh

Age 65

   1999    Regional President – Lakeland Bank (May 31, 2013 – Present) and Senior Executive Vice President of the Company (October 2008 – Present); Chief Operating Officer of the Company (October 2008 – December 2016); Senior Executive Vice President and Chief Operating Officer of Lakeland Bank (October 2008 – January 29, 2013); President of Lakeland Bank (January 29, 2013 – May 31, 2013); Senior Executive Vice President and Chief Lending Officer of the Company (December 2006 – October 2008).

 

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Name and Age

   Officer of the
Company Since
  

Position with the Company, its Subsidiary

Banks, and Business Experience

Ronald E. Schwarz

Age 62

   2009    Senior Executive Vice President and Chief Revenue Officer of the Company (January 2016 – Present) and Chief Operating Officer of the Company (January 2017 – Present); Executive Vice President and Chief Retail Officer of the Company (June 2009 – December 2015); Executive Vice President and Market Executive of Sovereign Bank (June 2006 - June 2009).

David S. Yanagisawa

Age 65

   2008    Executive Vice President and Chief Lending Officer of the Company (November 2008 – Present); Senior Vice President, TD Banknorth, N.A. (February 2006 - November 2008).

Timothy J. Matteson, Esq.

Age 47

   2008    Executive Vice President, General Counsel and Corporate Secretary of the Company (March 2012 – Present); Chief Administrative Officer of the Company (January 2017 – Present); Senior Vice President and General Counsel of the Company (September 2008 – March 2012); Assistant General Counsel, Israel Discount Bank (November 2007 – September 2008); Senior Attorney and Senior Vice President, TD Banknorth, N.A. (February 2006 – May 2007); General Counsel and Senior Vice President, Hudson United Bancorp and Hudson United Bank (January 2005 – February 2006).

James M. Nigro

Age 49

   March 2016    Executive Vice President, Chief Risk Officer of the Company (March 2016 – Present); Senior Vice President, Credit Risk Manager of The Provident Bank (December 2013 – March 2016); Senior Vice-President, Commercial Lending of Lakeland Bank (May 2013 – December 2013); Executive Vice President, Chief Lending Officer of Somerset Hills Bank (July 2001 – May 2013).

Thomas Splaine

Age 51

   May 2016    First Senior Vice President and Chief Accounting Officer of the Company and Lakeland Bank (May 31, 2016 – Present); Senior Vice President, Financial Planning and Analysis and Investor Relations of Investors Bancorp, Inc. (January 2015 – December 2015); Senior Vice President and Chief Financial Officer of Investors Bancorp, Inc. (2008 – 2015).

ITEM 4 - Mine Safety Disclosures.

Not applicable.

 

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PART II

 

ITEM 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Shares of the common stock of Lakeland Bancorp, Inc. have been traded under the symbol “LBAI” on the NASDAQ Global Select Market (or the NASDAQ National Market) since February 22, 2000 and in the over the counter market prior to that date. As of December 31, 2016, there were 3,144 shareholders of record of the common stock. The following table sets forth the range of the high and low daily closing prices of the common stock as provided by NASDAQ and dividends declared for the periods presented.

 

     High      Low      Dividends
Declared
 

Year ended December 31, 2016

        

First Quarter

   $ 11.62      $ 9.81      $ 0.085  

Second Quarter

     11.76        10.26        0.095  

Third Quarter

     14.04        11.14        0.095  

Fourth Quarter

     19.75        13.20        0.095  

 

     High      Low      Dividends
Declared
 

Year ended December 31, 2015

        

First Quarter

   $ 11.66      $ 10.66      $ 0.075  

Second Quarter

     12.23        11.25        0.085  

Third Quarter

     12.37        10.53        0.085  

Fourth Quarter

     12.25        10.74        0.085  

Dividends on the Company’s common stock are within the discretion of the Board of Directors of the Company and are dependent upon various factors, including the future earnings and financial condition of the Company and Lakeland and bank regulatory policies.

The Bank Holding Company Act of 1956 restricts the amount of dividends the Company can pay. Accordingly, dividends should generally only be paid out of current earnings, as defined.

The New Jersey Banking Act of 1948 restricts the amount of dividends paid on the capital stock of New Jersey chartered banks. Accordingly, no dividends shall be paid by such banks on their capital stock unless, following the payment of such dividends, the capital stock of the bank will be unimpaired and the bank will have a surplus of not less than 50% of its capital stock, or, if not, the payment of such dividend will not reduce the surplus of the bank. Under this limitation, approximately $480.9 million was available for the payment of dividends from Lakeland Bank to the Company as of December 31, 2016.

Capital guidelines and other regulatory requirements may further limit the Company’s and Lakeland’s ability to pay dividends. See “Item 1 – Business – Supervision and Regulation – Dividend Restrictions” and “–Capital Requirements.”

 

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The following chart compares the Company’s cumulative total shareholder return (on a dividend reinvested basis) over the past five years with the NASDAQ Market Index and the Peer Group Index. The Peer Group Index is the Zacks Regional Northeast Banks Index, which consists of 95 Regional Northeast Banks.

 

LOGO

 

Company/Market/Peer Group

   12/31/2011      12/31/2012      12/31/2013      12/31/2014      12/31/2015      12/31/2016  

Lakeland Bancorp, Inc.

     100.00        127.25        158.97        162.62        168.96        288.92  

NASDAQ Market Index

     100.00        117.45        164.57        188.84        201.98        219.89  

Regional Northeast Banks

     100.00        116.84        148.31        160.15        167.74        232.27  

 

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Item 6 - Selected Financial Data.

SELECTED CONSOLIDATED FINANCIAL DATA

The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Company’s consolidated financial statements included in Items 7 and 8 of this report. The selective financial data set forth below has been derived from the Company’s audited consolidated financial statements.

 

    At or for the Years Ended December 31,  
    2016     2015     2014     2013     2012  
    (in thousands, except per share data)  

Income Statement

         

Interest income

  $ 163,296     $ 127,514     $ 122,503     $ 114,199     $ 110,959  

Interest expense

    17,647       10,874       8,937       9,657       15,446  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

    145,649       116,640       113,566       104,542       95,513  

Provision for loan and lease losses

    4,223       1,942       5,865       9,343       14,907  

Noninterest income excluding gains on investment securities and gain on debt extinguishment

    20,960       19,090       17,720       18,925       17,856  

Gains on sales of investment securities

    370       241       2       839       1,049  

Gain on early debt extinguishment

    —         1,830       —         1,197       —    

Merger related expenses

    4,103       1,152       —         2,834       —    

Long-term debt prepayment fee

    —         2,407       —         1,209       782  

Noninterest expenses

    95,814       83,652       79,135       74,698       66,891  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

    62,839       48,648       46,288       37,419       31,838  

Income tax provision

    21,321       16,167       15,159       12,450       10,096  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    41,518       32,481       31,129       24,969       21,742  

Dividends on preferred stock and accretion

    —         —         —         —         620  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders

  $ 41,518     $ 32,481     $ 31,129     $ 24,969     $ 21,122  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per-Share Data (1)

         

Weighted average shares outstanding:

         

Basic

    42,912       37,844       37,749       34,742       29,000  

Diluted

    43,114       37,993       37,869       34,902       29,077  

Earnings per share:

         

Basic

  $ 0.96     $ 0.85     $ 0.82     $ 0.71     $ 0.72  

Diluted

  $ 0.95     $ 0.85     $ 0.82     $ 0.71     $ 0.72  

Cash dividend per common share

  $ 0.37     $ 0.33     $ 0.29     $ 0.27     $ 0.24  

Book value per common share

  $ 11.65     $ 10.57     $ 10.01     $ 9.28     $ 9.00  

Tangible book value per common share (2)

  $ 8.70     $ 7.62     $ 7.06     $ 6.31     $ 6.21  

Balance Sheet

         

Investment securities available for sale and other (5)

  $ 621,803     $ 456,436     $ 467,295     $ 439,044     $ 399,092  

Investment securities held to maturity

    147,614       116,740       107,976       101,744       96,925  

Loans and leases, net of deferred costs

    3,870,598       2,965,200       2,653,826       2,469,016       2,146,843  

Goodwill and other identifiable intangible assets

    139,091       111,519       111,934       112,398       87,111  

Total assets

    5,093,131       3,869,550       3,538,325       3,317,791       2,918,703  

Total deposits

    4,092,835       2,995,572       2,790,819       2,709,205       2,370,997  

Total core deposits (3)

    3,547,927       2,652,251       2,510,857       2,413,119       2,067,205  

Term borrowings

    365,650       303,143       243,736       160,238       136,548  

Total stockholders’ equity

    550,044       400,516       379,438       351,424       280,867  

Performance Ratios

         

Return on average assets

    0.90     0.89     0.92     0.80     0.77

Return on average tangible common equity (2)

    12.19     11.58     12.21     11.42     12.85

Return on average equity

    8.75     8.28     8.48     7.78     8.42

Efficiency ratio (2)(4)

    56.41     60.18     59.35     59.74     58.33

Net interest margin (tax equivalent basis)

    3.41     3.47     3.64     3.69     3.70

Loans to deposits

    94.57     98.99     95.09     91.13     90.55

Capital Ratios

         

Common equity to asset ratio

    10.80     10.35     10.72     10.59     9.62

Tangible common equity to tangible assets (2)

    8.30     7.69     7.81     7.46     6.84

Tier 1 leverage ratio (6)

    9.07     8.70     9.08     8.90     8.62

Tier 1 risk-based capital ratio (6)

    10.85     10.53     11.76     11.73     11.52

Total risk-based capital ratio (6)

    13.48     11.61     12.98     12.98     12.77

CET1 ratio (6)

    10.11     9.54     NA       NA       NA  

 

(1) Restated for 5% stock dividends in 2014 and 2012.
(2) A non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation of such measures to data calculated in accordance with generally accepted accounting principles.

 

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(3) Core deposits represent all deposits with the exception of time deposits.
(4) Ratio represents noninterest expense, excluding other real estate expense, other repossessed asset expense, long-term debt prepayment fee, merger related expenses, provision for unfunded lending commitments and core deposit amortization, as a percentage of total revenue (calculated on a tax equivalent basis), excluding gains (losses) on securities and gain on debt extinguishment. Total revenue represents net interest income (calculated on a tax equivalent basis) plus noninterest income.
(5) Includes investment in Federal Home Loan Bank and other membership stock, at cost.
(6) Beginning March 31, 2015, these ratios were calculated according to the Basel III capital rules that took effect on January 1, 2015.

 

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ITEM 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section presents a review of Lakeland Bancorp, Inc.’s consolidated results of operations and financial condition. You should read this section in conjunction with the selected consolidated financial data that is presented on the preceding page as well as the accompanying consolidated financial statements and notes to financial statements. As used in the following discussion, the term “Company” refers to Lakeland Bancorp, Inc. and “Lakeland” refers to the Company’s wholly owned banking subsidiary—Lakeland Bank.

Statements Regarding Forward-Looking Information

The information disclosed in this document includes various forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to credit quality (including delinquency trends and the allowance for loan and lease losses), corporate objectives, and other financial and business matters. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,” “plans,” “may,” “will,” “should,” “could,” and other similar expressions are intended to identify such forward-looking statements. The Company cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements.

In addition to the risk factors disclosed in Item 1A in this Annual Report on Form 10-K, the following factors, among others, could cause the Company’s actual results to differ materially and adversely from such forward-looking statements: changes in the financial services industry and the U.S. and global capital markets, changes in economic conditions nationally, regionally and in the Company’s markets, the nature and timing of actions of the Federal Reserve Board and other regulators, the nature and timing of legislation affecting the financial services industry, government intervention in the U.S. financial system, changes in levels of market interest rates, pricing pressures on loan and deposit products, credit risks of Lakeland’s lending and leasing activities, customers’ acceptance of Lakeland’s products and services, competition, and the failure to realize anticipated efficiencies and synergies following the Pascack and Harmony acquisitions.

The above-listed risk factors are not necessarily exhaustive, particularly as to possible future events, and new risk factors may emerge from time to time. Certain events may occur that could cause the Company’s actual results to be materially different than those described in the Company’s periodic filings with the Securities and Exchange Commission. Any statements made by the Company that are not historical facts should be considered to be forward-looking statements. The Company is not obligated to update and does not undertake to update any of its forward-looking statements made herein.

Strategy

The Company, through its wholly owned subsidiary, Lakeland Bank, currently operates 52 banking offices located in Northern and Central New Jersey. Lakeland offers a broad range of lending, depository, and related financial services to individuals and small to medium sized businesses located in its market areas. Lakeland also offers a broad range of consumer banking services, including lending, depository, safe deposit services and other non-traditional banking services.

Lakeland’s growth has come from a combination of organic growth and acquisitions. In addition to organic growth, through December 31, 2016, the Company has acquired seven community banks with an aggregate asset total of approximately $1.8 billion at the date of acquisition, including the acquisition of Somerset Hills Bancorp, Pascack Bancorp, Inc. and Harmony Bank. On January 7, 2016, the Company completed its acquisition of Pascack, with eight branches and an asset total of approximately $405.3 million. Three of the eight Pascack branches have been merged with Lakeland branches. On July 1, 2016, the Company completed its acquisition of Harmony, with three branches and an asset total of approximately $326.4 million. All acquired banks have been merged into Lakeland and their holding companies, if applicable, have been merged into the Company. In 2015,

 

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the Company opened two new Loan Production Offices (“LPOs”) that allowed Lakeland to expand geographically in New Jersey and to enter New York state for the first time. In March 2017, the company intends to open its first full service branch in New York state. The Company’s strategy is to continue growth both organically and through acquisition should opportunities allow. The Company continues to evaluate opportunities to increase market share by expanding within existing and contiguous markets.

The Company’s strategic aim is to provide an adequate return to its shareholders by focusing on profitable growth through services that meet the needs of its customers in its market areas. This will be accomplished by continuing to offer commercial and consumer loan, deposit and other financial product services in a changing economic and technological environment. The Company recognizes that there are more service delivery channels than the traditional branch office and has offered internet banking, mobile banking and cash management services to meet the needs of its business and consumer customers.

The Company’s results of operations are primarily dependent upon net interest income, the difference between interest earned on interest-earning assets and the interest paid on interest-bearing liabilities. For information on how interest rate change can influence the Company’s net interest income and how the Company manages its net interest income, see “Interest Rate Risk” below.

The Company generates noninterest income such as income from retail and business account fees, loan servicing fees, loan origination fees, appreciation in the cash surrender value of bank owned life insurance, income from loan or securities sales, fees from wealth management services and investment product sales, income from the origination and sale of residential mortgages and other fees. The Company’s operating expenses consist primarily of compensation and benefits expense, occupancy and equipment expense, data processing expense, the amortization of intangible assets, marketing and advertising expense and other general and administrative expenses. The Company’s results of operations are also affected by general economic conditions, changes in market interest rates, changes in asset quality, changes in asset values, actions of regulatory agencies and government policies.

The Company continues to control its expenses by continually reviewing its ongoing noninterest expense, including evaluating its salary expense, its ongoing service contract expense, marketing expenses and other expenses. The Company also controls its expenses by evaluating its infrastructure, which includes the consolidating and closing of branches in markets where it may have more branches than necessary. The Company closed one branch in 2014, three branches in 2015 and seven branches in 2016, including three of the eight acquired Pascack branches.

Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of the Company and Lakeland conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and predominant practices within the banking industry. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates implicit in these financial statements are as follows. For additional accounting policies and detail, refer to Note 1 to the consolidated financial statements included in item 8 of this report.

Allowance for loan and lease losses. The allowance for loan and lease losses is established through a provision for loan and lease losses charged to expense. Loan principal considered to be uncollectible by management is charged against the allowance for loan and lease losses. The allowance is an amount that management believes will be adequate to absorb losses on existing loans and leases that may become uncollectible based upon an evaluation of known and inherent risks in the loan and lease portfolio. The evaluation takes into consideration such factors as changes in the nature and size of the loan and lease portfolio,

 

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overall portfolio quality, specific problem loans and leases, and current economic conditions which may affect the borrowers’ ability to pay. The evaluation also analyzes historical losses by loan and lease category, and considers the resulting loss rates when determining the reserves on current loan and lease amounts. Additionally, management assesses the loss emergence period for each loan segment and adjusts each historical loss factor accordingly. The loss emergence period is the estimated time from the date of a loss event (such as a personal bankruptcy) to the actual recognition of the loss (typically via the first full or partial loan charge-off), and is determined based upon a study of our past loss experience by loan segment. Loss estimates for specified problem loans and leases are also detailed. All of the factors considered in the analysis of the adequacy of the allowance for loan and lease losses may be subject to change. To the extent actual outcomes differ from management estimates, additional provisions for loan and lease losses may be required that would adversely impact earnings in future periods.

The determination of the adequacy of the allowance for loan and lease losses and the periodic provisioning for estimated losses included in the consolidated financial statements is the responsibility of management and the Board of Directors. The evaluation process is undertaken on a quarterly basis.

Methodology employed for assessing the adequacy of the allowance consists of the following criteria:

 

   

The establishment of specific reserve amounts for impaired loans and leases that have been designated as requiring attention by Lakeland.

 

   

The establishment of reserves for pools of homogeneous types of loans and leases not subject to specific review, including impaired loans under $500,000, leases, 1 – 4 family residential mortgages, and consumer loans.

 

   

The establishment of reserve amounts for the unimpaired loans and leases in each portfolio based upon the historical average loss experience as modified by management’s assessment of the loss emergence period for these portfolios and management’s evaluation of key environmental factors.

Consideration is given to the results of ongoing credit quality monitoring processes, the adequacy and expertise of Lakeland’s lending staff, underwriting policies, loss histories, delinquency trends, and the cyclical nature of economic and business conditions. Since many of Lakeland’s loans depend on the sufficiency of collateral as a secondary source of repayment, any adverse trend in the real estate markets could affect underlying values available to protect Lakeland from loss.

A loan that management designates as impaired is reviewed for charge-off when it is placed on non-accrual status with a resulting charge-off if the loan is not secured by collateral having sufficient liquidation value to repay the loan. Charge-offs are recommended by the Chief Credit Officer and approved by the Board.

Loans and leases are considered impaired when, based on current information and events, it is probable that Lakeland will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is measured based on the present value of expected cash flows discounted at the loan’s effective interest rate, or as a practical expedient, Lakeland may measure impairment based on a loan’s observable market price, or the fair value of the collateral, less estimated costs to sell, if the loan is collateral-dependent. Regardless of the measurement method, Lakeland measures impairment based on the fair value of the collateral when it is determined that foreclosure is probable. Most of Lakeland’s impaired loans are collateral-dependent. Lakeland groups impaired commercial loans under $500,000 into a homogeneous pool and collectively evaluates them. Interest received on impaired loans and leases may be recorded as interest income. However, if management is not reasonably certain that an impaired loan and lease will be repaid in full, or if a specific time frame to resolve full collection cannot yet be reasonably determined, all payments received are recorded as reductions of principal.

Fair value measurements and fair value of financial instruments. Fair values of financial instruments are volatile and may be influenced by a number of factors, including market interest rates, prepayment speeds,

 

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discount rates, credit ratings and yield curves. Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on the quoted prices of similar instruments or an estimate of fair value by using a range of fair value estimates in the market place as a result of the illiquid market specific to the type of security.

When the fair value of a security is below its amortized cost, and depending on the length of time the condition exists and the extent the fair value is below amortized cost, additional analysis is performed to determine whether an other-than-temporary impairment condition exists. Available for sale and held to maturity securities are analyzed quarterly for possible other-than-temporary impairment. The analysis considers (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer which may include projections of cash flows, and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Often, the information available to conduct these assessments is limited and rapidly changing, making estimates of fair value subject to judgment. If actual information or conditions are different than estimated, the extent of the impairment of the security may be different than previously estimated, which could have a material effect on the Company’s results of operations and financial condition.

Deferred income taxes. The Company accounts for income taxes under the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. The principal types of differences between assets and liabilities for financial statement and tax return purposes are allowance for loan and lease losses, core deposit intangible, deferred loan costs and deferred compensation.

The Company evaluates the realizability of its deferred tax assets by examining its earnings history and projected future earnings and by assessing whether it is more likely than not that carryforwards would not be realized. Based upon the majority of the Company’s deferred tax assets having no expiration date, the Company’s earnings history, and the projections of future earnings, the Company’s management believes that it is more likely than not that all of the Company’s deferred tax assets as of December 31, 2016 will be realized.

The Company evaluates tax positions that may be uncertain using a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. Additional information regarding the Company’s uncertain tax positions is set forth in Note 10 to the Notes to the audited Consolidated Financial Statements contained herein.

Goodwill and other identifiable intangible assets. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. For purposes of our goodwill impairment testing, we have identified a single reporting unit, community banking.

U.S. GAAP permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. The Company completed its annual qualitative assessment as of November 30, 2016 and concluded that there was less than a 50% probability that the fair value of the reporting unit is less than its carrying amount and, therefore, the two-step goodwill impairment test was not required.

Use of Non-GAAP Disclosures

Reported amounts are presented in accordance with U.S. GAAP. The Company’s management believes that the supplemental non-GAAP information, which consists of measurements and ratios based on tangible equity,

 

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tangible assets and the efficiency ratio, which excludes certain items considered to be non-recurring from earnings, is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies.

Financial Overview

The year ended December 31, 2016 represented a year of continued growth for the Company. As discussed in this management’s discussion and analysis:

 

   

Net income was $41.5 million, or $0.95 per diluted share, for the year ended December 31, 2016 compared to net income of $32.5 million, or $0.85 per diluted share, for the same period in 2015, a 28% and 12% increase, respectively. Excluding merger related expenses and other items, net income for 2016 was $44.3 million, or $1.02 per diluted share, compared to $33.8 million, or $0.88 per diluted share, for 2015, a 31% and 16% increase, respectively.

 

   

Total loans and leases increased by $905.9 million, or 31%, in 2016 with organic growth of $325.6 million, or 11%.

 

   

Total deposits increased $1.10 billion, or 37%, in 2016 with organic growth of $514.7 million, or 17%, which included $125.4 million in noninterest-bearing deposits.

 

   

The Company’s net interest margin at 3.41% for 2016 was 6 basis points lower than 2015.

 

   

The efficiency ratio was 56.41% for 2016, as compared to 60.18% for 2015. The improvement in this ratio, in part, reflects the realization of cost savings from our acquisitions and the closure of seven branches in 2016.

 

   

On December 14, 2016, the Company announced that it had successfully completed an at-the-market common stock issuance. A total of 2,739,650 shares of the Company’s common stock were sold at a weighted average price of $18.25, representing gross proceeds to the Company of approximately $50.0 million.

 

   

On September 30, 2016, the Company closed the offering of $75.0 million of its Fixed-to-Floating Rate Subordinated Notes due September 30, 2026 (the “Notes”). The Notes bear interest at a rate of 5.125% per annum until September 2021 and the interest rate will then reset quarterly to the then current three-month LIBOR plus 397 basis points.

 

   

On July 1, 2016, the Company completed its acquisition of Harmony, which operated three branches in Ocean County, New Jersey, and had $326.4 million in total assets, $260.8 million in total loans and $278.1 million in total deposits.

 

   

On January 7, 2016, the Company completed its acquisition of Pascack. This acquisition added $405.3 million in total assets, $319.6 million in total loans and $304.5 million in total deposits.

Net Income

Net income for 2016 was $41.5 million, or $0.95 per diluted share, compared to net income of $32.5 million, or $0.85 per diluted share, in 2015. Excluding merger related expenses and other items, net income for 2016 was $44.3 million, or $1.02 per diluted share, compared to $33.8 million, or $0.88 per diluted share, for 2015, a 31% and 16% increase, respectively. Net interest income at $145.6 million for 2016 increased $29.0 million compared to 2015 due to a $35.8 million increase in interest income partially offset by a $6.8 million increase in interest expense. The increase in net interest income reflects an increase in interest-earning assets resulting primarily from the Pascack and Harmony acquisitions as well as organic growth.

 

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Net Interest Income

Net interest income is the difference between interest income on earning assets and the cost of funds supporting those assets. The Company’s net interest income is determined by: (i) the volume of interest-earning assets that it holds and the yields that it earns on those assets, and (ii) the volume of interest-bearing liabilities that it has assumed and the rates that it pays on those liabilities.

Net interest income on a tax equivalent basis for 2016 was $146.6 million, compared to $117.5 million in 2015, resulting primarily from growth in average earning assets of $905.3 million. The net interest margin decreased from 3.47% in 2015 to 3.41% in 2016 primarily as a result of an 11 basis point increase in the cost of interest-bearing liabilities. The increase in the cost of interest-bearing deposits is primarily attributable to an increasingly competitive market for deposits as well as higher costing core deposits acquired in the Pascack and Harmony acquisitions. The increase in the cost of funds was partially mitigated by an increase in the yield on interest-earning assets of 3 basis points and an increase in interest income earned on free funds (interest-earning assets funded by noninterest-bearing liabilities) resulting from an increase in average noninterest-bearing deposits of $157.0 million. The components of net interest income will be discussed in greater detail below.

Interest income and expense volume/rate analysis. The following table shows the impact that changes in average balances of the Company’s assets and liabilities and changes in average interest rates have had on the Company’s net interest income over the past three years. This information is presented on a tax equivalent basis assuming a 35% tax rate. If a change in interest income or expense is attributable to a change in volume and a change in rate, the amount of the change is allocated proportionately.

 

     2016 vs. 2015      2015 vs. 2014  
     Increase (Decrease)
Due to Change in:
    Total
Change
     Increase (Decrease)
Due to Change in:
    Total
Change
 
     Volume      Rate        Volume     Rate    
    

(in thousands)

 

INTEREST INCOME

              

Loans and leases

   $ 33,166      $ 1,316     $ 34,482      $ 8,309     $ (3,601   $ 4,708  

Taxable investment securities and other

     141        459       600        847       (324     523  

Tax-exempt investment securities

     554        (256     298        (159     (167     (326

Federal funds sold

     309        198       507        (1     (8     (9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total interest income

     34,170        1,717       35,887        8,996       (4,100     4,896  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

INTEREST EXPENSE

              

Savings deposits

     50        51       101        8       2       10  

Interest-bearing transaction accounts

     1,019        1,487       2,506        135       151       286  

Time deposits

     1,513        637       2,150        109       286       395  

Borrowings

     1,089        927       2,016        1,352       (106     1,246  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total interest expense

     3,671        3,102       6,773        1,604       333       1,937  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

NET INTEREST INCOME

   $ 30,499      $ (1,385   $ 29,114      $ 7,392     $ (4,433   $ 2,959  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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The following table reflects the components of the Company’s net interest income, setting forth for the years presented, (1) average assets, liabilities and stockholders’ equity, (2) interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities, (3) average yields earned on interest-earning assets and average rates paid on interest-bearing liabilities, (4) the Company’s net interest spread (i.e., the average yield on interest-earning assets less the average cost of interest-bearing liabilities) and (5) the Company’s net interest margin. Rates are computed on a tax equivalent basis assuming a 35% tax rate.

 

    2016     2015     2014  
                Average                 Average                 Average  
          Interest     Rates           Interest     Rates           Interest     Rates  
    Average     Income/     Earned/     Average     Income/     Earned/     Average     Income/     Earned/  
    Balance     Expense     Paid     Balance     Expense     Paid     Balance     Expense     Paid  
    (dollars in thousands)  

ASSETS

                 

Interest-earning assets:

                 

Loans and leases (1)

  $ 3,562,882     $ 149,777       4.20   $ 2,773,601     $ 115,295       4.16   $ 2,568,056     $ 110,587       4.31

Taxable investment securities and other

    518,905       11,163       2.15     512,145       10,563       2.06     470,144       10,040       2.14

Tax-exempt securities

    90,431       2,749       3.04     69,307       2,451       3.54     73,662       2,777       3.77

Federal funds sold (2)

    123,166       569       0.46     35,059       62       0.18     35,404       71       0.20
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-earning assets

    4,295,384       164,258       3.82     3,390,112       128,371       3.79     3,147,266       123,475       3.92

Noninterest-earning assets:

                 

Allowance for loan and lease losses

    (31,190         (31,062         (30,146    

Other assets

    355,622           289,786           283,341      
 

 

 

       

 

 

       

 

 

     

TOTAL ASSETS

  $ 4,619,816         $ 3,648,836         $ 3,400,461      
 

 

 

       

 

 

       

 

 

     

LIABILITIES AND STOCKHOLDERS EQUITY

                 

Interest-bearing liabilities:

                 

Savings accounts

  $ 485,004     $ 313       0.06   $ 399,431     $ 212       0.05   $ 384,715     $ 202       0.05

Interest-bearing transaction accounts

    1,880,391       6,158       0.33     1,511,954       3,652       0.24     1,454,967       3,366       0.23

Time deposits

    506,487       4,041       0.80     303,682       1,891       0.62     283,905       1,496       0.53

Borrowings

    393,149       7,135       1.81     328,936       5,119       1.56     241,820       3,873       1.60
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

    3,265,031       17,647       0.54     2,544,003       10,874       0.43     2,365,407       8,937       0.38

Noninterest-bearing liabilities:

                 

Demand deposits

    852,629           695,630           652,685      

Other liabilities

    27,616           16,982           15,159      

Stockholders’ equity

    474,540           392,221           367,210      
 

 

 

       

 

 

       

 

 

     

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $ 4,619,816         $ 3,648,836         $ 3,400,461      
 

 

 

       

 

 

       

 

 

     

Net interest income/spread

      146,611       3.28       117,497       3.36       114,538       3.54
     

 

 

       

 

 

       

 

 

 

Tax equivalent basis adjustment

      962           857           972    
   

 

 

       

 

 

       

 

 

   

NET INTEREST INCOME

    $ 145,649         $ 116,640         $ 113,566    
   

 

 

       

 

 

       

 

 

   

Net interest margin (3)

        3.41         3.47         3.64
     

 

 

       

 

 

       

 

 

 

 

(1) Includes non-accrual loans, the effect of which is to reduce the yield earned on loans, loans held for sale, and deferred loan fees.
(2) Includes interest-bearing cash accounts.
(3) Net interest income on a tax equivalent basis divided by interest-earning assets.

Interest income on a tax equivalent basis increased from $128.4 million in 2015 to $164.3 million in 2016, an increase of $35.9 million, or 28%. The increase in interest income was primarily a result of the Pascack and Harmony acquisitions as well as organic growth in loans, as the average balance of loans and leases increased $789.3 million compared to 2015. The yield on average loans and leases of 4.20% in 2016 was 4 basis points

 

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greater than 2015. The yield on average taxable investment securities increased 9 basis points, while the yield on tax-exempt investment securities decreased by 50 basis points, compared to 2015. Interest on taxable investment securities in 2016 included $358,000 in income on called U.S. government agency securities. The decrease in yield on tax-exempt investment securities was primarily due to securities maturing at higher rates and new purchases of short-term securities at lower rates.

Interest income on a tax equivalent basis increased from $123.5 million in 2014 to $128.4 million in 2015, an increase of $4.9 million, or 4%. The increase in interest income was primarily due to a $205.5 million increase in average loans and leases partially offset by a decrease in the yield on interest-earning assets. The yield on average loans and leases at 4.16% in 2015 was 15 basis points lower than 2014, resulting primarily from strong growth in loans and leases originated or refinanced at lower rates. The yield on average taxable and tax exempt investment securities decreased by 8 and 23 basis points, respectively, compared to 2014. The decrease in yield on tax exempt investment securities was primarily due to maturing securities at higher rates and new purchases at lower rates.

Total interest expense increased from $10.9 million in 2015 to $17.6 million in 2016, an increase of $6.8 million, or 62%. The cost of average interest-bearing liabilities increased from 0.43% in 2015 to 0.54% in 2016. The yield on interest-bearing transaction accounts and time deposits increased by 9 basis points and 18 basis points, respectively. The increase in the yield on interest-bearing liabilities was due primarily to higher costing deposits acquired in the Pascack and Harmony acquisitions, an increase in the cost of borrowings, and an increasingly competitive market for deposits. As growth in loans exceeded growth in core deposits from 2015 to 2016, the Company utilized higher cost time deposits and term borrowings from the Federal Home Loan Bank of New York to fund loan growth. A change in the mix of deposits also contributed to the increase in the cost of funds. The percentage of time deposits to total interest-bearing liabilities increased from 12% in 2015 to 16% in 2016, while savings and interest-bearing transaction accounts decreased as a percentage of interest-bearing liabilities. Time deposits typically pay higher rates than savings and interest-bearing transaction accounts. Additionally, the $75.0 million subordinated debt offering in September 2016 added $1.0 million to the cost of borrowings in 2016.

Total interest expense increased from $8.9 million in 2014 to $10.9 million in 2015, an increase of $1.9 million, or 22%. The cost of average interest-bearing liabilities increased from 0.38% in 2014 to 0.43% in 2015. The increase in the cost of funds was primarily due to increases in average time deposits and borrowings. Borrowings as a percent of interest-bearing liabilities increased from 10% in 2014, to 13% in 2015, as average borrowings increased $87.1 million in that time period to help fund loan growth. Borrowings at a rate of 1.56% have a higher cost than interest-bearing deposits which had an average cost of 0.26% in 2015. Additionally, higher cost average time deposits totaling $303.7 million increased $19.8 million compared to 2014. Because loan growth exceeded growth in core deposits in 2015, the Company bid for higher cost time deposits and used term borrowings from the Federal Home Loan Bank of New York to fund loan growth.

Provision for Loan and Lease Losses

In determining the provision for loan and lease losses, management considers national and local economic conditions; trends in the portfolio including orientation to specific loan types or industries; experience, ability and depth of lending management in relation to the complexity of the portfolio; adequacy and adherence to policies, procedures and practices; levels and trends in delinquencies, impaired loans and leases and net charge-offs and the results of independent third party loan reviews.

The provision for loan and lease losses increased from $1.9 million in 2015 to $4.2 million in 2016. The increased provision during 2016 was primarily a result of increased net charge-offs of $3.9 million (0.11% of average loans), which were 120% higher than the $1.8 million (0.06% of average loans) for 2015. The increase in net charge-offs from 2015 to 2016 resulted from a $1.9 million reduction in recoveries during that time period.

 

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The provision for loan and lease losses decreased from $5.9 million in 2014 to $1.9 million in 2015. The lower provision during 2015 was primarily a result of reduced net charge-offs of $1.8 million (0.06% of average loans), which were 65% lower than the $5.0 million (0.19% of average loans) for 2014.

Noninterest Income

Noninterest income of $21.3 million in 2016 increased by $169,000 compared to 2015. Excluding a $1.8 million gain on debt extinguishment received in 2015, noninterest income increased $2.0 million from 2015 to 2016. Gains on sales of loans of $2.1 million and gain on investment securities of $370,000 in 2016 increased $442,000 and $129,000, respectively, compared to the same period last year. Income on bank owned life insurance at $2.6 million increased $545,000 compared to 2015. In 2016, an $864,000 death benefit was received on a bank owned life insurance policy, compared to a $435,000 death benefit received in 2015. Commissions and fees totaling $4.3 million decreased $219,000, due primarily to reduced financial services income. Other income totaling $1.8 million in 2016 was $969,000 higher than 2015, resulting primarily from an increase in swap income of $659,000 compared to 2015, as well as a $219,000 recovery from a Somerset Hills loan that was written off prior to the Lakeland Bank acquisition. Noninterest income represented 13% of total revenue in 2016. (Total revenue is defined as net interest income plus noninterest income).

Noninterest income at $21.2 million in 2015 increased by $3.4 million, or 19%, compared to 2014. Included in noninterest income during 2015 was a $1.8 million pre-tax gain on redemption and extinguishment of $10.0 million of Lakeland Bancorp Capital Trust IV debentures and $241,000 in gain on sales and calls of investment securities. Excluding these two items, noninterest income would have been $19.1 million, a $1.4 million increase compared to 2014. Gains on sales of loans at $1.7 million in 2015 was $1.1 million higher than 2014 due to increased origination and sale of residential mortgages. Income on bank owned life insurance at $2.0 million in 2015 was $564,000 greater than 2014 due primarily to death benefits received. Service charges on deposit accounts at $10.0 million decreased $499,000, or 5%, primarily due to a decline in overdraft fees. Other income totaling $800,000 in 2015 was $263,000 higher than 2014. Within other income, the Company recorded $396,000 in swap income compared to no swap income in 2014. The increase in swap income was partially offset by loss on disposal of assets relating to branch closures in 2015. Noninterest income represented 15% of total revenue in 2015.

Noninterest Expense

Noninterest expense totaling $99.9 million increased $12.7 million in 2016 from 2015. Included in noninterest expense during 2016 was $4.1 million in merger related expenses compared to $1.2 million in 2015. Noninterest expense in 2015 included a $2.4 million long-term debt prepayment fee. Excluding merger related expenses and the debt prepayment fee, total noninterest expense increased $12.2 million compared to 2015. Salary and employee benefits of $56.1 million increased by $7.5 million, or 15%, due primarily to the addition of the Pascack and Harmony employees as well as normal salary and benefit increases. Furniture and equipment expense, net occupancy expense and telecommunications expense increased $1.1 million, $979,000 and $183,000, respectively, compared to 2015 due to the addition of the Pascack and Harmony branches. Stationary, supplies and postage increased $198,000 compared to 2015 primarily due to mailing and supplies associated with the Pascack and Harmony acquisitions. FDIC insurance expense of $2.2 million in 2016 increased $162,000 compared to 2015, due to the addition of the Pascack and Harmony deposits. ATM and debit card expense of $1.6 million increased $184,000 compared to 2015 due primarily to the addition of Pascack and Harmony ATMs as well as an initiative during 2016 to replace debit cards with the increased security EMV chip cards. Data processing expense of $1.9 million increased $367,000 primarily due to increases in the cost of mobile banking, the addition of the Pascack and Harmony branches and because of the usage of Pascack and Harmony systems before the systems were integrated into Lakeland’s systems. Other expenses of $10.2 million in 2016 increased $1.2 million compared to 2015 due primarily to higher consulting, courier, director, insurance and investor relations expenses. The increase in courier expense is due to the outsourcing of the Company’s couriers which had previously impacted salary expense.

 

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Noninterest expense totaling $87.2 million increased $8.1 million in 2015 compared to 2014. Included in noninterest expense during 2015 was $2.4 million in long term debt prepayment fees and $1.2 million in merger related expenses. Excluding these two items, total noninterest expense would have been $83.7 million, a $4.5 million increase compared to 2014. Salary and employee benefits at $48.6 million increased by $3.5 million, or 8%, primarily due to the two new LPOs, as well as year-over-year incremental salary increases, pension expenses, increasing benefit costs and benefit increases. Furniture and equipment increased $325,000 in 2015 compared to 2014 due primarily to an increase in service contract and software licensing costs. Stationary, supplies and postage increased $126,000 compared to 2014 primarily due to special mailings and expenses related to the opening of the new LPOs. Marketing expense at $1.6 million in 2015 decreased $439,000 compared to 2014 primarily due to website redesign and TV commercial creation expenses during 2014 that the Company did not have in 2015. Data processing expense at $1.5 million increased $279,000 compared to 2014 due primarily to increases related to the Company’s mobile offerings. In 2015, other real estate owned and other repossessed asset expense at $181,000 decreased $53,000 compared to 2014 as a result of fewer transfers of loans into other real estate. Other expenses at $8.9 million increased $669,000 in 2015 compared to 2014, due primarily to an increase in the provision for unfunded lending commitments offset by a decline in professional fees.

The efficiency ratio, a non-GAAP measure, expresses the relationship between noninterest expense (excluding other real estate and other repossessed asset expense, long-term debt repayment fees, merger related expenses, provision for unfunded lending commitments and core deposit amortization) to total tax-equivalent revenue (excluding gains (losses) on securities and gain on debt extinguishment). In 2016, the Company’s efficiency ratio on a tax equivalent basis was 56.41% compared to 60.18% in 2015. The efficiency ratio was 59.35% in 2014.

 

    For the Year Ended December 31,  
    2016     2015     2014     2013     2012  
    (dollars in thousands)  

Calculation of Efficiency Ratio (a Non-GAAP Measure)

         

Total noninterest expense

  $ 99,917     $ 87,211     $ 79,135     $ 78,741     $ 67,673  

Less:

         

Amortization of core deposit intangibles

    (734     (415     (464     (288     —    

Other real estate owned and other repossessed asset expense

    (116     (181     (234     (24     (99

Merger related expenses

    (4,103     (1,152     —         (2,834     —    

Long-term debt prepayment fee

    —         (2,407     —         (1,209     (782

Provision for unfunded lending commitments

    (438     (864     65       (55     (93
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest expense, as adjusted

  $ 94,526     $ 82,192     $ 78,502     $ 74,331     $ 66,699  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

  $ 145,649     $ 116,640     $ 113,566     $ 104,542     $ 95,513  

Noninterest income

    21,330       21,161       17,722       20,961       18,905  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    166,979       137,801       131,288       125,503       114,418  

Plus: Tax-equivalent adjustment on municipal securities

    962       857       972       965       981  

Less: Gains on sales of investment securities and debt extinguishment

    (370     (2,071     (2     (2,036     (1,049
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue, as adjusted

  $ 167,571     $ 136,587     $ 132,258     $ 124,432     $ 114,350  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Efficiency ratio (Non-GAAP)

    56.41     60.18     59.35     59.74     58.33
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Income Taxes

The Company’s effective income tax rate was 33.9%, 33.2% and 32.7%, in the years ended December 31, 2016, 2015 and 2014, respectively. The effective tax rate increase from 2015 to 2016 was primarily as a result of a decrease in tax advantaged items as a percent of pre-tax income. Contributing to the increase in the effective tax rate was the impact of non-deductible merger related expenses, offset by the impact of interest income from tax-exempt securities and income on bank owned life insurance policies. The effective tax rate increase in 2015 from 2014 was primarily a result of a decrease in tax advantaged items as a percentage of pre-tax income, as well as non-tax deductible merger related expenses included in pre-tax income in 2015. Tax advantaged items include interest income on tax-exempt securities and income on bank owned life insurance.

Financial Condition

Total assets increased from $3.87 billion at December 31, 2015 to $5.09 billion at December 31, 2016, an increase of $1.22 billion, or 32%. Total loans were $3.87 billion, an increase of $905.9 million, or 31%, from $2.97 billion at December 31, 2015. Total deposits were $4.09 billion, an increase of $1.10 billion from December 31, 2015. Total assets at year-end 2015 increased $331.2 million, or 9%, from year-end 2014.

Loans and Leases

Lakeland primarily serves New Jersey, the Hudson Valley region in New York and the surrounding areas. Its equipment finance division serves a broader market with a primary focus on the Northeast.

Gross loans and leases of $3.87 billion increased by $905.9 million from December 31, 2015, including Pascack and Harmony loans, which totaled $319.6 million and $260.8 million, respectively, at acquisition. Excluding Pascack’s and Harmony’s loans, total loans have increased $325.6 million, or 11%, from December 31, 2015, primarily in the commercial loans secured by real estate category. Excluding the impact of the Pascack and Harmony loans of $506.6 million, commercial loans secured by real estate increased $288.5 million, or 16%, from December 31, 2015 to December 31, 2016. Leases also increased $10.4 million, or 18%, resulting from increased demand for equipment financing. Excluding the impact of the Pascack and Harmony loans of $25.3 million, commercial, industrial and other increased $17.9 million, or 6%. Real estate-residential mortgages declined $50.4 million, or 13%, excluding the impact of Pascack and Harmony residential mortgages of $10.3 million. The decline in residential mortgages results from a decision to sell most of the residential loans that the Company originates. Excluding the impact of Pascack and Harmony loans totaling $25.5 million, real estate construction loans increased $67.5 million, or 57%, while home equity and consumer loans decreased $8.3 million, or 2%. Gross loans and leases at $2.97 billion as of December 31, 2015 increased $312.3 million, or 12%, compared to December 31, 2014, primarily in the commercial loans secured by real estate category.

 

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The following table sets forth the classification of Lakeland’s gross loans and leases by major category as of December 31 for each of the last five years:

 

     December 31,  
      2016     2015     2014     2013     2012  
     (in thousands)  

Commercial, secured by real estate

   $ 2,556,601     $ 1,761,589     $ 1,529,761     $ 1,389,861     $ 1,125,137  

Commercial, industrial and other

     350,228       307,044       238,252       213,808       216,129  

Leases

     67,016       56,660       54,749       41,332       26,781  

Real estate - residential mortgage

     349,581       389,692       431,190       432,831       423,262  

Real estate - construction

     211,109       118,070       64,020       53,119       46,272  

Home equity and consumer

     339,360       334,891       337,642       339,338       309,626  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans and leases

     3,873,895       2,967,946       2,655,614       2,470,289       2,147,207  

Deferred fees

     (3,297     (2,746     (1,788     (1,273     (364
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans and leases, net

   $ 3,870,598     $ 2,965,200     $ 2,653,826     $ 2,469,016     $ 2,146,843  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016, there were no concentrations of loans or leases exceeding 10% of total loans and leases outstanding other than loans that are secured by real estate. Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other related conditions.

The following table sets forth maturities and sensitivity to changes in interest rates in commercial loans in Lakeland’s loan portfolio at December 31, 2016:

 

      Within
One Year
     After One
but Within
Five Years
     After Five
Years
     Total  
     (in thousands)  

Commercial, secured by real estate

   $ 105,835      $ 493,305      $ 1,957,461      $ 2,556,601  

Commercial, industrial and other

     164,474        92,391        93,363        350,228  

Real estate - construction

     102,242        39,131        69,736        211,109  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 372,551      $ 624,827      $ 2,120,560      $ 3,117,938  
  

 

 

    

 

 

    

 

 

    

 

 

 

Predetermined rates

   $ 65,355      $ 420,588      $ 356,187      $ 842,130  

Floating or adjustable rates

     307,196        204,239        1,764,373        2,275,808  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 372,551      $ 624,827      $ 2,120,560      $ 3,117,938  
  

 

 

    

 

 

    

 

 

    

 

 

 

Risk Elements

Commercial loans and leases are placed on a non-accrual status with all accrued interest and unpaid interest reversed if (a) because of the deterioration in the financial position of the borrower they are maintained on a cash basis (which means payments are applied when and as received rather than on a regularly scheduled basis), (b) payment in full of interest or principal is not expected, or (c) principal and interest have been in default for a period of 90 days or more unless the obligation is both well-secured and in process of collection. Residential mortgage loans are placed on non-accrual status at the time principal and interest have been in default for a period of 90 days or more, except where there exists sufficient collateral to cover the defaulted principal and interest payments, and the loans are well-secured and in the process of collection. Consumer loans are generally placed on non-accrual status and reviewed for charge-off when principal and interest payments are four months in arrears unless the obligations are well-secured and in the process of collection. Interest thereafter on such charged-off consumer loans is taken into income when received only after full recovery of principal. As a general rule, a non-accrual asset may be restored to accrual status when none of its principal or interest is due and unpaid

 

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and satisfactory payments have been received for a sustained period (usually six months), or when it otherwise becomes well-secured and in the process of collection.

The following schedule sets forth certain information regarding Lakeland’s non-accrual (including troubled debt restructurings that are on non-accrual) and past due loans and leases and other real estate owned and other repossessed assets as of December 31, for each of the last five years:

 

     December 31,  
     2016     2015     2014     2013     2012  
     (dollars in thousands)  

Commercial, secured by real estate

   $ 10,413     $ 10,446     $ 7,424     $ 7,697     $ 10,511  

Commercial, industrial and other

     167       103       308       88       1,476  

Leases, including leases held for sale

     153       316       88       —         32  

Real estate - residential mortgage

     6,048       8,664       9,246       6,141       8,733  

Real estate - construction

     1,472       —         188       831       4,031  

Home equity and consumer

     2,151       3,167       3,415       2,175       3,197  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-accrual loans and leases

     20,404       22,696       20,669       16,932       27,980  

Other real estate and other repossessed assets

     1,072       983       1,026       520       529  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL NON-PERFORMING ASSETS

   $ 21,476     $ 23,679     $ 21,695     $ 17,452     $ 28,509  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-performing assets as a percentage of total assets

     0.42     0.61     0.61     0.53     0.98
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans and leases past due 90 days or more and still accruing

   $ 10     $ 331     $ 66     $ 1,997     $ 1,437  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Troubled debt restructurings, still accruing

   $ 8,802     $ 10,108     $ 10,579     $ 10,289     $ 7,336  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-accrual loans and leases decreased to $20.4 million on December 31, 2016 from $22.7 million at December 31, 2015. The decrease in non-accrual loans was primarily in residential mortgages which decreased $2.6 million, or 30%. Additionally, home equity and consumer non-accrual loans decreased $1.0 million. Offsetting these declines was an increase in real estate construction non-accruals due to the addition of one loan in the fourth quarter of 2016.

Non-accruals include 5 loan relationships between $500,000 and $1.0 million totaling $3.5 million, and 4 loan relationships exceeding $1.0 million totaling $6.1 million. All non-accrual loans and leases are in various stages of litigation, foreclosure, or workout. Non-accrual loans included $2.4 million and $2.5 million in troubled debt restructurings for the years ended December 31, 2016 and 2015, respectively.

At December 31, 2016 and 2015, Lakeland had $8.8 million and $10.1 million, respectively, in loans that were restructured and still accruing. Restructured loans are those loans where Lakeland has granted concessions to the borrower in payment terms, in rate and/or in maturity as a result of the financial condition of the borrower.

For 2016, the gross interest income that would have been recorded, had the loans and leases classified at year-end as impaired been performing in conformance with their original terms, was approximately $1.7 million. The amount of interest income actually recorded on those loans and leases for 2016 was $648,000. The resultant loss of $1.0 million for 2016 compares with prior year losses of $792,000 for 2015 and $1.1 million for 2014.

As of December 31, 2016, Lakeland had impaired loans and leases totaling $25.3 million (consisting primarily of non-accrual and restructured loans and leases), compared to $26.0 million at December 31, 2015. The valuation allowance of these loans and leases is based primarily on the fair value of the underlying collateral. Based upon such evaluation, $529,000 has been allocated to the allowance for loan and lease losses for impairment at December 31, 2016 compared to $843,000 at December 31, 2015. At December 31, 2016,

 

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Lakeland also had $28.7 million in loans and leases that were rated substandard that were not classified as non-performing or impaired compared to $46.6 million at December 31, 2015.

There were no additional loans or leases at December 31, 2016, other than those designated non-performing, impaired or substandard, where Lakeland was aware of any credit conditions of any borrowers that would indicate a strong possibility of the borrowers not complying with the present terms and conditions of repayment and which may result in such loans or leases being included as non-accrual, past due or renegotiated at a future date.

The following table sets forth for each of the five years ended December 31, 2016, the historical relationships among the amount of loans and leases outstanding, the allowance for loan and lease losses, the provision for loan and lease losses, the amount of loans and leases charged off and the amount of loan and lease recoveries:

 

     Years Ended December 31,  
      2016     2015     2014     2013     2012  
     (dollars in thousands)  

Allowance balance, beginning of the year

   $ 30,874     $ 30,684     $ 29,821     $ 28,931     $ 28,416  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans and leases charged off:

          

Commercial, secured by real estate

     (410     (1,821     (2,282     (2,026     (7,287

Commercial, industrial and other

     (796     (205     (999     (1,324     (949

Leases

     (366     (548     (597     (206     (999

Real estate - residential mortgage

     (1,103     (375     (827     (1,257     (1,822

Real estate - construction

     —         (20     (25     (3,854     (2,888

Home equity and consumer

     (1,980     (1,511     (2,697     (1,624     (2,074
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans and leases charged off

     (4,655     (4,480     (7,427     (10,291     (16,019
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Recoveries:

          

Commercial, secured by real estate

     297       2,221       999       1,061       280  

Commercial, industrial and other

     202       183       1,039       260       428  

Leases

     31       26       19       121       504  

Real estate - residential mortgage

     8       63       42       99       66  

Real estate - construction

     18       106       106       14       43  

Home equity and consumer

     247       129       220       283       306  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recoveries

     803       2,728       2,425       1,838       1,627  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net charge-offs

     (3,852     (1,752     (5,002     (8,453     (14,392

Provision for loan and lease losses

     4,223       1,942       5,865       9,343       14,907  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance balance, end of year

   $ 31,245     $ 30,874     $ 30,684     $ 29,821     $ 28,931  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net charge-offs as a percentage of average loans and leases outstanding

     0.11     0.06     0.19     0.36     0.69

Allowance as a percentage of year-end total loans and leases outstanding

     0.81     1.04     1.16     1.21     1.35

The ratio of the allowance for loan and lease losses to loans and leases outstanding reflects management’s evaluation of the underlying credit risk inherent in the loan portfolio as discussed above in “Critical Accounting Policies, Judgments and Estimates – Allowance for Loan and Lease Losses.”

In 2015, the Company refined and enhanced its assessment of the adequacy of the allowance for loan and lease losses by extending the lookback period on its commercial loan portfolios from three to five years and by extending the lookback period for all other portfolios from two to three years in order to capture more of the

 

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economic cycle. It also enhanced its qualitative factor framework to include a factor that captures the risk related to appraised real estate values, and how those values could change in relation to a change in capitalization rates. This enhancement is meant to increase the level of precision in the allowance for loan and lease losses. As a result, the Company will no longer have an “unallocated” segment in its allowance for loan and lease losses, as the risks and uncertainties meant to be captured by the unallocated allowance have been included in the qualitative framework for the respective portfolios. As such, the unallocated allowance has in essence been reallocated to the certain portfolios based on the risks and uncertainties it was meant to capture.

Non-performing loans and leases decreased from $22.7 million on December 31, 2015 to $20.4 million on December 31, 2016 and the allowance for loan and lease losses was 0.81% of total loans and leases on December 31, 2016 compared to 1.04% of total loans and leases on December 31, 2015. The reduction in the percentage of the allowance for loan and lease losses as a percent of total loans and leases was primarily due to loans resulting from the Pascack and Harmony acquisitions, which are accounted for under acquisition accounting and have no allowance for loan loss. Excluding the acquired loans, the allowance as a percent of total loans would be 0.98%. Management believes, based on appraisals and estimated selling costs, that the majority of its non-performing loans are well secured and that the reserves on its non-performing loans are adequate. Based upon the process employed and giving recognition to all accompanying factors related to the loan and lease portfolio, management considers the allowance for loan and lease losses to be adequate at December 31, 2016.

The overall balance of the allowance for loan and lease losses of $31.2 million at December 31, 2016 increased $371,000 from December 31, 2015, an increase of 1%. The change of the allowance within segments of the loan portfolio reflects changes in the non-performing loans and charge-off statistics within each segment as well as the level of growth within each segment. Loan reserves are based on a combination of historical charge-off experience, estimating the appropriate loss emergence and pre-emergence periods and assigning qualitative factors based on general economic conditions and specific bank portfolio characteristics.

The following table sets forth the allowance for loan and lease losses allocated by loan category and the percent of loans in each category to total loans at the dates indicated. The allowance for loan and lease losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

 

    December 31,  
    2016     2015     2014     2013     2012  
    Allowance     % of
Loans in
Each
Category
    Allowance     % of
Loans in
Each
Category
    Allowance     % of
Loans in

Each
Category
    Allowance     % of
Loans in
Each
Category
    Allowance     % of
Loans in
Each
Category
 
    (dollars in thousands)  

Commercial, secured by real estate

  $ 21,223       66.1   $ 20,223       59.4   $ 13,577       57.6   $ 14,463       56.2   $ 16,258       52.4

Commercial, industrial and other

    1,723       9.0     2,637       10.3     3,196       9.0     5,331       8.7     5,103       10.1

Leases

    548       1.7     460       1.9     582       2.1     504       1.7     578       1.2

Real estate - residential mortgage

    1,964       9.0     2,588       13.1     4,020       16.2     3,214       17.5     3,568       19.7

Real estate - construction

    2,352       5.4     1,591       4.0     553       2.4     542       2.2     587       2.2

Home equity and consumer

    3,435       8.8     3,375       11.3     6,333       12.7     2,737       13.7     2,837       14.4

Unallocated

    —           —           2,423         3,030         —      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 31,245       100.0   $ 30,874       100.0   $ 30,684       100.0   $ 29,821       100.0   $ 28,931       100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Investment Securities

The Company has classified its investment securities into the available for sale and held to maturity categories based on its intent and ability to hold the securities to maturity. The Company has no investment securities classified as trading securities.

The following table sets forth the carrying value of the Company’s investment securities, both available for sale and held to maturity, as of December 31 for each of the last three years. Investment securities available for sale are stated at fair value while securities held for maturity are stated at cost, adjusted for amortization of premiums and accretion of discounts.

 

     December 31,  
      2016      2015      2014  
     (in thousands)  

U.S. Treasury and U.S. government agencies

   $ 150,912      $ 127,610      $ 114,397  

Mortgage-backed securities, residential

     442,244        315,918        352,264  

Mortgage-backed securities, multifamily

     12,246        12,279        7,235  

Obligations of states and political subdivisions

     119,610        82,115        71,920  

Equity securities

     21,882        18,645        17,574  

Debt securities

     7,424        2,522        2,035  
  

 

 

    

 

 

    

 

 

 
   $ 754,318      $ 559,089      $ 565,425  
  

 

 

    

 

 

    

 

 

 

The Company also does not own any interests in any hedge funds or private equity funds that are designated “covered funds” under the Volcker Rule issued in December 2013. All of the Company’s mortgage-backed securities are issued by U.S. Government or U.S. Government sponsored entities.

 

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The following table sets forth the maturity distribution and weighted average yields (calculated on the basis of the stated yields to maturity, considering applicable premium or discount), on a fully taxable equivalent basis, of investment securities available for sale as of December 31, 2016, at fair value:

 

Available for Sale

   Within
One Year
    Over One
but Within
Five Years
    Over Five
but Within
Ten Years
    After Ten
Years
    Total  
     (dollars in thousands)  

U.S. Treasury and U.S. government agencies

          

Amount

   $ 500     $ 70,523     $ 38,234     $ 8,102     $ 117,359  

Yield

     1.01     1.55     1.80     1.75     1.64

Mortgage-backed securities, residential

          

Amount

     5       1,664       49,199       352,670       403,538  

Yield

     4.21     2.89     2.28     2.08     2.10

Mortgage-backed securities, multifamily

          

Amount

     —         5,178       5,009       —         10,187  

Yield

     —       1.74     2.44     —       2.08

Obligations of states and political subdivisions

          

Amount

     1,302       17,211       25,336       4,477       48,326  

Yield

     4.21     3.46     2.58     3.33     3.00

Debt securities

          

Amount

     350       —         5,062       —         5,412  

Yield

     0.77     —       3.26     —       3.10

Equity securities

          

Amount

     21,882       —         —         —         21,882  

Yield

     1.93     —       —       —       1.93
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total securities

          

Amount

   $ 24,039     $ 94,576     $ 122,840     $ 365,249     $ 606,704  

Yield

     2.01     1.93     2.24     2.08     2.09
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following table sets forth the maturity distribution and weighted average yields (calculated on the basis of the stated yields to maturity, considering applicable premium or discount), on a fully taxable equivalent basis, of investment securities held to maturity as of December 31, 2016, at amortized cost:

 

Held to Maturity

   Within
One Year
    Over One
but Within
Five Years
    Over Five
but Within
Ten Years
    After Ten
Years
    Total  
     (dollars in thousands)  

U.S. Treasury and U.S. government agencies

          

Amount

   $ —       $ 16,440     $ 17,113     $ —       $ 33,553  

Yield

     —       1.92     2.00     —       1.96

Mortgage-backed securities, residential

          

Amount

     —         2       275       38,429       38,706  

Yield

     —       2.15     5.04     2.67     2.69

Mortgage-backed securities, multifamily

          

Amount

     —         1,180       —         879       2,059  

Yield

     —       1.83     —       2.36     2.06

Obligations of states and political subdivisions

          

Amount

     36,942       12,483       17,324       4,535       71,284  

Yield

     1.25     2.51     3.41     3.64     2.15

Debt securities

          

Amount

     —         1,012       1,000       —         2,012  

Yield

     —       5.76     5.95     —       5.85
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total securities

          

Amount

   $ 36,942     $ 31,117     $ 35,712     $ 43,843     $ 147,614  

Yield

     1.25     2.28     2.82     2.76     2.30
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Assets

Other assets increased from $20.4 million at December 31, 2015 to $30.6 million at December 31, 2016 primarily due to a $1.9 million increase in swap assets, a $5.8 million increase in deferred taxes and a $2.0 million increase in accounts receivable.

Deposits

Total deposits increased from $3.00 billion at December 31, 2015 to $4.09 billion at December 31, 2016, an increase of $1.10 billion, or 37%. Pascack’s and Harmony’s deposits totaled $304.5 million and $278.1 million respectively, at the time of acquisition. Noninterest-bearing deposits increased $233.5 million, or 34%, to $927.3 million. Excluding $108.1 million in Pascack and Harmony demand deposits, noninterest-bearing demand deposits have increased by $125.4 million, or 18%, from year-end 2015. Savings and interest-bearing transaction accounts and time deposits increased $662.1 million and $201.6 million, respectively. Excluding $337.6 million and $136.8 million, respectively, in Pascack and Harmony deposits, savings and interest-bearing transaction accounts and time deposits increased $324.5 million, or 17%, and $64.8 million or 19%, respectively.

Total deposits increased from $2.79 billion on December 31, 2014 to $3.00 billion on December 31, 2015, an increase of $204.8 million, or 7%.

 

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The average amount of deposits and the average rates paid on deposits for the years indicated are summarized in the following table:

 

      Year Ended
December 31, 2016
    Year Ended
December 31,  2015
    Year Ended
December 31,  2014
 
      Average
Balance
     Average
Rate
    Average
Balance
     Average
Rate
    Average
Balance
     Average
Rate
 
     (dollars in thousands)  

Noninterest-bearing demand deposits

   $ 852,629        —     $ 695,630        —     $ 652,685        —  

Interest-bearing transaction accounts

     1,880,391        0.33     1,511,954        0.24     1,454,967        0.23

Savings

     485,004        0.06     399,431        0.05     384,715        0.05

Time deposits

     506,487        0.80     303,682        0.62     283,905        0.53
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 3,724,511        0.28   $ 2,910,697        0.20   $ 2,776,272        0.18
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

As of December 31, 2016, the aggregate amount of outstanding time deposits issued in amounts of $100,000 or more, broken down by time remaining to maturity, was as follows (in thousands):

 

Maturity

      

Within 3 months

   $ 76,415  

Over 3 through 6 months

     62,987  

Over 6 through 12 months

     86,981  

Over 12 months

     103,311  
  

 

 

 

Total

   $ 329,694  
  

 

 

 

Derivatives

Lakeland enters into interest rate swaps (“swaps”) with loan customers to provide a facility to mitigate the fluctuations in the variable rate on the respective loans. These swaps are matched in offsetting terms to swaps that Lakeland enters into with an outside third party. The swaps are reported at fair value in other assets or other liabilities. Lakeland’s swaps qualify as derivatives, but are not designated as hedging instruments; thus any net gain or loss resulting from changes in the fair value is recognized in other noninterest income.

In 2016, the Company entered into two cash flow hedges in order to hedge the variable cash outflows associated with its subordinated debentures. The notional value of these hedges was $30.0 million. The Company’s objectives in using the cash flow hedge is to add stability to interest expense and to manage its exposure to interest rate movements. The Company used interest rate swaps designated as cash flow hedges which involved the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In these particular hedges the Company is paying a third party an average of 1.10% in exchange for a payment at 3 month LIBOR over a five year period. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2016, the Company did not record any hedge ineffectiveness.

Further discussion of Lakeland’s financial derivatives is set forth in Note 18 to the audited Consolidated Financial Statements.

Liquidity

“Liquidity” measures whether an entity has sufficient cash flow to meet its financial obligations and commitments on a timely basis. The Company is liquid when its subsidiary bank has the cash available to meet the borrowing and cash withdrawal requirements of customers and the Company can pay for current and planned expenditures and satisfy its debt obligations.

 

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Lakeland funds loan demand and operation expenses from several sources:

 

   

Net income. Cash provided by operating activities was $50.1 million in 2016 compared to $40.8 million and $45.6 million in 2015 and 2014, respectively.

 

   

Deposits. Lakeland can offer new products or change its rate structure in order to increase deposits. In 2016, Lakeland generated $514.7 million in deposit growth, excluding the impact of Harmony and Pascack deposits, compared to $204.8 million in 2015.

 

   

Sales of securities and overnight funds. At year-end 2016, the Company had $606.7 million in securities designated “available for sale.” Of these securities, $387.0 million was pledged to secure public deposits and for other purposes required by applicable laws and regulations.

 

   

Repayments on loans and leases can also be a source of liquidity to fund further loan growth.

 

   

Overnight credit lines. As a member of the Federal Home Loan Bank of New York (“FHLB”), Lakeland has the ability to borrow overnight based on the market value of collateral pledged. Lakeland had no overnight borrowings from the FHLB on December 31, 2016. Lakeland also has overnight federal funds lines available for it to borrow up to $192.0 million. Lakeland had borrowings against these lines of $32.0 million at December 31, 2016. Lakeland also has the ability to utilize a line of credit from the FHLB to secure a portion of its public deposits. Lakeland may also borrow from the discount window of the Federal Reserve Bank of New York based on the market value of collateral pledged. Lakeland had no borrowings with the Federal Reserve Bank of New York as of December 31, 2016.

 

   

Other borrowings. Lakeland can also generate funds by utilizing long-term debt or securities sold under agreements to repurchase that would be collateralized by security or mortgage collateral. At times the market values of securities collateralizing our securities sold under agreements to repurchase may decline due to changes in interest rates and may necessitate our lenders to issue a “margin call” which requires the Company to pledge additional collateral to meet that margin call. For more information regarding the Company’s borrowings, see Note 8 to the Consolidated Financial Statements.

Management and the Board monitor the Company’s liquidity through the Asset/Liability Committee, which monitors the Company’s compliance with certain regulatory ratios and other various liquidity guidelines.

The cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash, as well as an indication of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statement for year ended December 31, 2016 follows.

Cash and cash equivalents totaling $175.8 million on December 31, 2016, increased $57.3 million from December 31, 2015. Operating activities provided $50.1 million in net cash. Investing activities used $442.8 million in net cash, primarily reflecting an increase in loans and leases and available for sale securities. Financing activities provided $450.0 million in net cash primarily reflecting a net increase in deposits of $515.4 million, $73.5 million in net proceeds from the issuance of subordinated debt and $48.7 million in net proceeds from the issuance of common stock, partially offset by declines in federal funds purchased and securities sold under agreements to repurchase of $94.9 million and net repayments of other borrowings of $76.9 million.

The Company’s management believes that its current level of liquidity is sufficient to meet its current and anticipated operational needs, including current loan commitments, deposit maturities and other obligations. This constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from anticipated results due to a variety of factors, including uncertainties relating to general economic conditions; unanticipated decreases in deposits; changes in or failure to comply with governmental regulations; and uncertainties relating to the analysis of the Company’s assessment of rate sensitive assets and rate sensitive liabilities and the extent to which market factors indicate that a financial institution such as Lakeland should match such assets and liabilities.

 

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Off Balance Sheet Arrangements and Aggregate Contractual Obligations

The following table sets forth contractual obligations and other commitments representing required cash outflows as of December 31, 2016. Interest on subordinated debentures and other borrowings is calculated based on current contractual interest rates.

 

     Payment Due Period  
     Total      Within
One Year
     After
One but
Within Three
Years
     After Three
but Within
Five Years
     After
Five Years
 
     (in thousands)  

Minimum annual rentals or noncancellable operating leases

   $ 31,979      $ 3,179      $ 5,969      $ 5,130      $ 17,701  

Benefit plan commitments

     6,247        328        793        793        4,333  

Remaining contractual maturities of time deposits

     544,908        356,419        150,046        38,443        —    

Subordinated debentures

     104,784        —          —          —          104,784  

Loan commitments and lines of credit

     921,979        646,053        128,374        12,691        134,861  

Other borrowings

     260,866        115,039        130,826        5,001        10,000  

Interest on other borrowings (1)

     65,574        9,560        12,523        10,968        32,523  

Standby letters of credit

     15,170        14,577        481        32        80  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,951,507      $ 1,145,155      $ 429,012      $ 73,058      $ 304,282  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes interest on other borrowings and subordinated debentures at a weighted rate of 2.80%.

Interest Rate Risk

Closely related to the concept of liquidity is the concept of interest rate sensitivity (i.e., the extent to which assets and liabilities are sensitive to changes in interest rates). As a financial institution, the Company’s potential interest rate volatility is a primary component of its market risk. Fluctuations in interest rates will ultimately impact the level of income and expense recorded on a large portion of the Company’s assets and liabilities, and the market value of all interest-earning assets, other than those which possess a short term to maturity. Based upon the Company’s nature of operations, the Company is not subject to foreign currency exchange or commodity price risk. The Company does not own any trading assets.

The Company’s net income is largely dependent on net interest income. Net interest income is susceptible to interest rate risk to the extent that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. For example, when interest-bearing liabilities mature or reprice more quickly than interest-earning assets, an increase in market rates could adversely affect net interest income. Conversely, when interest-earning assets reprice more quickly than interest-bearing liabilities, an increase in market rates could increase net interest income.

The Company’s Board of Directors has adopted an Asset/Liability Policy designed to stabilize net interest income and preserve capital over a broad range of interest rate movements. This policy outlines guidelines and ratios dealing with, among others, liquidity, volatile liability dependence, investment portfolio composition, loan portfolio composition, loan-to-deposit ratio and gap analysis ratio. Key quantitative measurements include the percentage change of net interest income in various interest rate scenarios (net interest income at risk) and changes in the market value of equity in various rate environments (net portfolio value at risk). The Company’s performance as compared to the Asset/Liability Policy is monitored by its Board of Directors. In addition, to effectively administer the Asset/Liability Policy and to monitor exposure to fluctuations in interest rates, the Company maintains an Asset/Liability Committee (the “ALCO”), consisting of the Chief Executive Officer, the Regional Presidents, the Chief Financial Officer, Chief Revenue Officer, Chief Lending Officer, Chief Retail

 

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Officer, Chief Credit Officer, Chief Risk Officer, Chief Accounting Officer, certain other senior officers and certain directors. This committee meets quarterly to review the Company’s financial results and to develop strategies to implement the Asset/Liability Policy and to respond to market conditions.

The Company monitors and controls interest rate risk through a variety of techniques, including use of an interest rate risk management model. With the interest rate risk management model, the Company projects future net interest income, and then estimates the effect of various changes in interest rates and balance sheet growth rates on that projected net interest income. The Company also uses the interest rate risk management model to calculate the change in net portfolio value over a range of interest rate change scenarios.

Interest rate sensitivity modeling is done at a specific point in time and involves a variety of significant estimates and assumptions. Interest rate sensitivity modeling requires, among other things, estimates of how much and when yields and costs on individual categories of interest-earning assets and interest-bearing liabilities will respond to general changes in market rates, future cash flows and discount rates.

Net interest income simulation considers the relative sensitivities of the balance sheet including the effects of interest rate caps on adjustable rate mortgages and the relatively stable aspects of core deposits. As such, net interest income simulation is designed to address the probability of interest rate changes and the behavioral response of the balance sheet to those changes. Market Value of Portfolio Equity represents the fair value of the net present value of assets, liabilities and off-balance-sheet items. Changes in estimates and assumptions made for interest rate sensitivity modeling could have a significant impact on projected results and conclusions. These assumptions could include prepayment rates, sensitivity of non-maturity deposits, decay rates and other similar assumptions. Therefore, if our assumptions should change, this technique may not accurately reflect the impact of general interest rate movements on the Company’s net interest income or net portfolio value.

Management tries to ensure the accuracy of its model by back testing its results (comparing predicted results in past models with current data). It periodically reviews its prepayment assumptions, decay rates and other assumptions.

The starting point (or “base case”) for the following table is an estimate of the following year’s net interest income assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at year-end levels. The net interest income estimated for 2016 (the base case) is $155.6 million. The information provided for net interest income assumes that changes in interest rates change gradually in equal increments (“rate ramp”) over the twelve month period.

 

     Changes in Interest Rates  

Rate Ramp

   +200 bp     -200 bp  

Asset/Liability policy limit

     -5.0     -5.0

December 31, 2016

     -0.5     -2.4

December 31, 2015

     -1.4     -1.6

The ALCO’s policy review of interest rate risk includes policy limits for net interest income changes in various “rate shock” scenarios. Rate shocks assume that current interest rates change immediately. The information provided for net interest income assumes fluctuations or “rate shocks” for changes in interest rates as shown in the table below.

 

     Changes in Interest Rates  

Rate Shock

   +300 bp     +200 bp     +100 bp     -100 bp  

Asset/Liability policy limit

     -15.0     -10.0     -5.0     -5.0

December 31, 2016

     1.9     1.4     0.9     -4.8

December 31, 2015

     1.7     1.3     0.8     -4.5

 

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The base case for the following table is an estimate of the Company’s net portfolio value for the periods presented using current discount rates, and assuming the Company’s interest-sensitive assets and liabilities remain at year-end levels. The net portfolio value at December 31, 2016 (the base case) was $721.3 million. The information provided for the net portfolio value assumes fluctuations or rate shocks for changes in interest rates as shown in the table below.

 

     Changes in Interest Rates  

Rate Shock

   +300 bp     +200 bp     +100 bp     -100 bp  

Asset/Liability policy limit

     -25.0     -20.0     -10.0     -10.0

December 31, 2016

     -7.5     -4.9     -2.2     0.4

December 31, 2015

     -10.2     -6.5     -2.9     0.3

The information set forth above is based on significant estimates and assumptions, and constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995.

The information in the above tables represent the policy scenario that the ALCO reviews on a quarterly basis. There are also other scenarios run that the ALCO examines that vary depending on the economic environment. These scenarios include a yield curve flattening scenario and scenarios that show more dramatic changes in rates. The committee uses the appropriate scenarios, depending on the economic environment, in its interest rate management decisions.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes in net interest income requires the making of certain assumptions regarding prepayment and deposit decay rates, which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. While management believes such assumptions are reasonable, there can be no assurance that assumed prepayment rates and decay rates will approximate actual future loan prepayment and deposit withdrawal activity. Moreover, the net interest income table presented assumes that the composition of interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the net interest income table provides an indication of the Company’s interest rate risk exposure at a particular point in time, such measurement is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

Capital Resources

Stockholders’ equity increased from $400.5 million on December 31, 2015 to $550.0 million on December 31, 2016. The increase in stockholders’ equity from December 31, 2015 to December 31, 2016 was primarily due to the issuance of $37.2 million of common stock for the acquisition of Pascack, the issuance of $36.7 million of common stock for the acquisition of Harmony, the issuance of $48.7 million of common stock in a capital raise and $41.5 million of net income, partially offset by the payment of cash dividends on common stock of $16.0 million.

Book value per common share (total common stockholders’ equity divided by the number of shares outstanding) increased from $10.57 on December 31, 2015 to $11.65 on December 31, 2016, primarily as a result of net income. Book value per common share was $10.01 on December 31, 2014. Tangible book value per share increased from $7.62 on December 31, 2015 to $8.70 on December 31, 2016. For more information see “Non-GAAP Financial Measures.”

The Company and Lakeland are subject to various regulatory capital requirements that are monitored by federal banking agencies. Failure to meet minimum capital requirements can lead to certain supervisory actions by regulators; any supervisory action could have a direct material adverse effect on the Company or Lakeland’s

 

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financial statements. As of December 31, 2016, the Company and Lakeland met all capital adequacy requirements to which they are subject.

The final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks became effective for the Company on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of December 31, 2016, the Company’s capital levels remained characterized as “well-capitalized” under the new rules.

On September 30, 2016, the Company completed an offering of $75.0 million fixed to floating rate subordinated notes due September 30, 2026. The notes bear interest at a rate of 5.125% per annum until September 30, 2021 and will then reset quarterly to the then current three-month LIBOR rate plus 397 basis points until maturity in September 2026 or their earlier redemption. The debt is included in Tier 2 capital for Lakeland Bancorp, Inc. On September 30, 2016, the Company contributed $69.9 million to Lakeland Bank’s capital, increasing the Bank’s capital ratios.

On December 14, 2016, the Company successfully completed an at-the-market common stock issuance. A total of 2,739,650 shares of the Company’s common stock were sold at a weighted average price of $18.25, representing gross proceeds to the Company of approximately $50.0 million. Net proceeds from the transaction, after the sales commission and other expenses, were approximately $48.7 million. The Company contributed $48.5 million to Lakeland Bank.

The following table reflects capital ratios of the Company and Lakeland as of December 31, 2016 and 2015:

 

    Tier 1 Capital
to Total Average
Assets Ratio
December 31,
    Common EquityTier 1
to Risk-Weighted
Assets Ratio
December 31,
   

Tier 1 Capital

to Risk-Weighted
Assets Ratio
December 31,

   

Total Capital

to Risk-Weighted
Assets Ratio
December 31,

 

Capital Ratios

  2016     2015     2016     2015     2016     2015     2016     2015  

The Company

    9.07     8.70     10.11     9.54     10.85     10.53     13.48     11.61

Lakeland Bank

    10.21     8.08     12.21     9.78     12.21     9.78     13.03     10.87

Required capital ratios including conservation buffer

    4.00     4.00     5.125     4.50     6.625     6.00     8.625     8.00

“Well capitalized” institution under FDIC regulations

    5.00     5.00     6.50     6.50     8.00     8.00     10.00     10.00

Non-GAAP Financial Measures

 

     December 31,  

Calculation of Tangible Book Value Per Common Share

   2016      2015      2014      2013      2012  
     (dollars in thousands)  

Total common stockholders’ equity at end of period - GAAP

   $ 550,044      $ 400,516      $ 379,438      $ 351,424      $ 280,867  

Less:

              

Goodwill

     135,747        109,974        109,974        109,974        87,111  

Other identifiable intangible assets, net

     3,344        1,545        1,960        2,424        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total tangible common stockholders’ equity at end of period - Non-GAAP

   $ 410,953      $ 288,997      $ 267,504      $ 239,026      $ 193,756  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Shares outstanding at end of period (1)

     47,223        37,906        37,911        37,874        31,212  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Book value per share - GAAP (1)

   $ 11.65      $ 10.57      $ 10.01      $ 9.28      $ 9.00  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Tangible book value per share - Non-GAAP (1)

   $ 8.70      $ 7.62      $ 7.06      $ 6.31      $ 6.21  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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(1) Adjusted for 5% stock dividends in 2014 and 2012.

 

Calculation of Tangible Common Equity
to Tangible Assets
   December 31,  
   2016     2015     2014     2013     2012  
     (dollars in thousands)  

Total tangible common stockholders’ equity at end of period - Non-GAAP

   $ 410,953     $ 288,997     $ 267,504     $ 239,026     $ 193,756  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets at end of period - GAAP

   $ 5,093,131     $ 3,869,550     $ 3,538,325     $ 3,317,791     $ 2,918,703  

Less:

          

Goodwill

     135,747       109,974       109,974       109,974       87,111  

Other identifiable intangible assets, net

     3,344       1,545       1,960       2,424       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total tangible assets at end of period - Non-GAAP

   $ 4,954,040     $ 3,758,031     $ 3,426,391     $ 3,205,393     $ 2,831,592  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Common equity to assets - GAAP

     10.80     10.35     10.72     10.59     9.62
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Tangible common equity to tangible assets - Non-GAAP

     8.30     7.69     7.81     7.46     6.84
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Calculation of Return on Average
Tangible Common Equity
   For the Years Ended December 31,  
   2016     2015     2014     2013     2012  
     (dollars in thousands)  

Net income - GAAP

   $ 41,518     $ 32,481     $ 31,129     $ 24,969     $ 21,742  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total average common stockholders’ equity - GAAP

   $ 474,540     $ 392,221     $ 367,210     $ 320,923     $ 256,364  

Less:

          

Average goodwill

     130,689       109,974       109,974       100,753       87,111  

Average other identifiable intangible assets, net

     3,225       1,759       2,200       1,513       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total average tangible common stockholders’ equity - Non-GAAP

   $ 340,626     $ 280,488     $ 255,036     $ 218,657     $ 169,253  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Return on average common stockholders’ equity - GAAP

     8.75     8.28     8.48     7.78     8.48
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Return on average tangible common stockholders’ equity - Non-GAAP

     12.19     11.58     12.21     11.42     12.85
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     For the Years Ended December 31,  

Reconciliation of Earnings Per Share

   2016     2015  
     (in thousands, except per share amounts)  

Net income - GAAP

   $ 41,518     $ 32,481  

Non-routine transactions, net of tax

    

Debt prepayment charges

     —         1,424  

Gain on debt extinguishment

     —         (1,082

Associated gain on sale of investment securities

     —         (102

Tax deductible merger related expenses

     1,915       150  

Non tax deductible merger related expenses

     866       889  
  

 

 

   

 

 

 

Net effect of non-routine transactions

   $ 2,781     $ 1,279  
  

 

 

   

 

 

 

Net income available to common shareholders excluding non-routine transactions

   $ 44,299       33,760  

Less: earnings allocated to participating securities

     (396     (263
  

 

 

   

 

 

 
   $ 43,903     $ 33,497  

Weighted average shares - Basic

     42,912       37,843  

Weighted average shares - Diluted

     43,114       37,993  

Basic earnings per share, GAAP

   $ 0.96     $ 0.85  

Diluted earnings per share, GAAP

   $ 0.95     $ 0.85  
  

 

 

   

 

 

 

Basic earnings per share, adjusted for non-routine transactions

   $ 1.02     $ 0.89  

Diluted earnings per share, adjusted for non-routine transactions

   $ 1.02     $ 0.88  
  

 

 

   

 

 

 

 

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Table of Contents

Quarterly Financial Data

The following represents summarized quarterly financial data of the Company, which in the opinion of management reflected all adjustments, consisting only of non-recurring adjustments, necessary for a fair presentation of the Company’s results of operations.

 

     Quarter Ended  
     March 31,      June 30,      September 30,      December 31,  
      2016      2016      2016      2016  
     (in thousands, except per share amounts)  

Total interest income

   $ 37,571      $ 39,037      $ 43,005      $ 43,683  

Total interest expense

     3,721        3,935        4,487        5,504  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income

     33,850        35,102        38,518        38,179  

Provision for loan and lease losses

     1,075        1,010        1,763        375  

Noninterest income (excluding investment securities gains)

     4,497        4,885        6,417        5,161  

Gains on investment securities, net

     370        —          —          —    

Merger related expenses

     1,721        685        1,697        —    

Core deposit intangible amortization

     167        164        201        202  

Noninterest expense

     23,536        22,866        24,108        24,570  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income before taxes

     12,218        15,262        17,166        18,193  

Income taxes

     4,110        5,132        5,839        6,240  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 8,108      $ 10,130