Filer: Lakeland Bancorp, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Lakeland
Bancorp, Inc.
Commission File No.: 000-17820
Thursday, January 15, 2004 |
Roger Bosma |
|
President & CEO |
|
|
|
Joseph F. Hurley |
|
EVP & CFO |
|
973-697-2000 |
Lakeland Bancorp Reports $4.0 Million in Net Income in Fourth Quarter and Declares Quarterly Dividend
Oak Ridge, NJ January 15, 2004 --Lakeland Bancorp, Inc. (Nasdaq: LBAI) reported Net Income for the fourth quarter of $4.0 million, which equaled Net Income for the fourth quarter of 2002. Earnings per diluted share were $0.25 in the fourth quarter of 2003, as compared to $0.26 for the same period last year reflecting additional shares outstanding following the consummation of the CSB acquisition. The Companys Annualized Return on Average Assets was 1.02% and Annualized Return on Average Equity was 14.60% for the fourth quarter of 2003.
Net Income for the year ended December 31, 2003 was $15.1 million, up $5.0 million from the $10.1 million for 2002. Earnings per diluted share were $0.98, up from the $0.66 per diluted share for 2002. Return on Average Assets was 1.10% and Return on Average Equity was 15.45% for 2003.
Lakeland Bancorp also announced that it has declared a quarterly cash dividend of $0.10 per common share. The cash dividend will be paid on February 13, 2004 to holders of record as of the close of business on January 30, 2004.
Roger Bosma, Lakeland Bancorps President and CEO, said, 2003 was a year of continued growth for the bank. We were pleased to consummate the acquisition of CSB Financial Corp. in the third quarter, as well as announcing the proposed merger of Newton Financial Corp. in the fourth quarter. Our acquisitions, along with the ongoing development of our current branch locations, make Lakeland one of the prominent community banks in New Jersey.
-continued-
Earnings
Net Interest Income
Net interest income for the fourth quarter of 2003 was $13.8 million, compared with $12.9 million for the same period in 2002. This reflects the impact of the lower interest rate environment offset by a 29% increase in average earning assets. Net interest margin decreased to 3.93% for the fourth quarter of 2003 compared to 4.72% for the fourth quarter of 2002, but increased 8 basis points from the third quarter of 2003.
For 2003, net interest income was $50.7 million, or 5% higher than the $48.2 million reported in 2002. Net interest margin decreased to 4.12% in 2003 from 4.75% in 2002, while average earning assets increased 22%.
Noninterest Income
Noninterest income, including gains on the sales of securities, totaled $3.1 million for the fourth quarter of 2003, compared to $2.3 million for the fourth quarter of 2002. Gains on the sales of securities were $171,000 in the fourth quarter of 2003 compared to gains of $1,000 for the same period in 2002. Noninterest income, excluding gains on the sales of securities, increased from $2.3 million in the fourth quarter of 2002 to $3.0 million in the same period in 2003, a 28% increase. Service charges on deposit accounts increased 12% to $1.9 million due to increased overdraft and return item charges. Commissions and fees increased 46% to $588,000, primarily due to increased loan fees. Other income increased by $267,000, or 104%, primarily due to income from $7.0 million in bank owned life insurance that was purchased in 2003.
Noninterest income, including gains on the sales of securities, totaled $12.8 million in 2003, compared to $9.9 million in 2002. Gains on the sales of securities increased from $876,000 in 2002 to $1.9 million in 2003. Noninterest income, excluding gains on the sales of securities, increased from $9.0 million in 2002 to $10.9 million in 2003, a 21% increase. This was primarily due to increases of $1.1 million in service charges on deposit accounts and $699,000 in commissions and fees.
Noninterest expense
Noninterest expense for the fourth quarter of 2003 was $10.3 million, an increase of 17% compared to the fourth quarter of 2002. Salary and benefit costs were $5.4 million for the fourth quarter of 2003, an increase of 21% compared to the same period in 2002. Net occupancy expense was $977,000, an increase of 11% from the fourth quarter of 2002. The increases in both salaries and benefits and occupancy expense were due in part to the acquisition of CSB Financial Corp. in the third quarter of 2003. Other expenses increased by 21% in the fourth quarter of 2003 reflecting increased legal and consulting expenses, as well as the acquisition of CSB Financial Corp.
For the entire year of 2003, noninterest expense was $38.3 million compared to $33.6 million for 2002, an increase of $4.7 million or 14%. Of this increase, $2.2 million relates to increased salary and benefit costs. This increase reflects higher salary and benefit expense due to bank expansion as well as normal salary and benefit increases. Occupancy expense increased by $295,000 reflecting the opening of one new branch in the fourth quarter of 2002 as well as
-2-
-continued-
increased expenses incurred in the other bank locations. Other expenses increased 28% primarily due to increased legal and consulting fees.
Financial Condition
At December 31, 2003, total assets were $1.585 billion, including $141.1 million from the acquisition of CSB, an increase of $378.2 million or 31% from year-end 2002.
Loans
Total loans increased $133.7 million to $852.4 million, or 19% from December 31, 2002 to December 31, 2003, including $83.1 million from the CSB acquisition. In 2003, commercial loans increased $98.8 million or 31% from year-end 2002 including $63.5 million from CSB. Consumer and home equity loans increased $19.8 million, or 8%, while residential mortgage loans increased $15.1 million or 9% primarily reflecting the CSB acquisition. The growth in home equity loans and residential mortgage loans was slowed due to loan refinancing activity.
Asset Quality
At December 31, 2003, non-performing assets totaled $16.7 million (1.05% of total assets) down from $20.0 million (1.66% of total assets) at December 31, 2002. The decline includes $5.3 million related to the litigation settlement with one of the surety companies which issued surety bonds to guarantee the income stream of several commercial lease pools. As of December 31, 2003, non-performing assets included $10.6 million related to these commercial lease pools (0.67% of total assets) and $6.1 million of other non-performing assets (0.38% of total assets). The Allowance for Loans and Lease Losses totaled $16.9 million at December 31, 2003 including a $5.6 million reserve allocation for the commercial lease portfolio. Net charge-offs for the fourth quarter 2003 were $327,000 compared to $615,000 for the same period in 2002.
Deposits
At December 31, 2003, total deposits were $1.326 billion, which included $124.7 million from CSB. This was an increase of $266.6 million or 25% from December 31, 2002. Core deposits, which are defined as noninterest bearing deposits and savings and interest bearing transaction accounts, increased by $230.4 million or 29% from December 31, 2002, to $1.038 billion at December 31, 2003 including $71.0 million from the CSB acquisition. Core deposits, as defined, represent 78% of total deposits at December 31, 2003.
Capital
Stockholders equity was $111.0 million, and book value per common share was $6.96, at December 31, 2003. In December 2003, the Company completed a $25.0 million trust-preferred securities offering, maturing in thirty years, with a fixed rate of 7.53% for ten years, then at a floating rate of three month LIBOR plus 285 basis points. As of December 31, 2003, the Companys leverage ratio was 7.80%. Tier I and total risk based capital ratios were 12.71% and 15.89%, respectively. These regulatory capital ratios exceed those necessary to be considered a well-capitalized institution under Federal guidelines.
Non-historical information disclosed in this press release constitutes forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Lakeland cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous risks and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements as a result of numerous factors, including pricing pressures on
-3-
-continued-
loan and deposit products; competition; changes in economic conditions nationally, regionally and in Lakelands markets; changes in levels of market interest rates; credit risks of lending activities and competitive factors; whether or not the Company ultimately receives payment of all amounts due from a lease portfolio as described in its Form 10-K for the year ended December 31, 2002; changes in the conditions of the capital markets in general and in the capital markets for financial institutions in particular; the ability of Lakeland Bank to integrate Newton into the Companys overall business and plans after the acquisition closes; and the extent and timing of legislative and regulatory actions and reforms. The Company is not obligated to update and does not undertake to update any of its forward-looking statements made herein.
Lakeland Bancorp has filed a Registration Statement on SEC Form S-4 in connection with the merger with Newton and the parties expect to mail a Proxy Statement/Prospectus to their shareholders containing information about the merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT LAKELAND, NEWTON, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of these documents through the web site maintained by the U.S. Securities and Exchange Commission at http//www.sec.gov. In addition to the Registration Statement and the Proxy Statement/Prospectus, Lakeland files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements and other information filed by Lakeland at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Commissions other public reference rooms in New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information on public reference rooms. Lakelands filings with the Commission also are available to the public from commercial document-retrieval services and at the web site maintained by the Commission at http//www.sec.gov. Newton, its directors, executive officers and certain members of management and employees may be soliciting proxies from Newtons stockholders in favor of the adoption of the merger agreement. Lakeland Bancorp, its directors, executive officers, and certain members of management and employees may be soliciting proxies from Lakeland Bancorps shareholders to authorize the issuance of the shares of Lakeland Bancorp common stock issuable pursuant to the merger agreement. A description of any interests that Newtons directors and executive officers have in the merger will be available in the Proxy Statement/Prospectus. This press release does not constitute an offer of any securities for sale.
-4-
Lakeland Bancorp, Inc.
Financial Highlights
(unaudited)
|
|
Three months ended |
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Year ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands except share amounts) |
|
||||||||||
Net Income |
|
$ |
3,996 |
|
$ |
4,036 |
|
$ |
15,107 |
|
$ |
10,077 |
|
Basic Earnings Per Share |
|
$ |
0.25 |
|
$ |
0.27 |
|
$ |
0.99 |
|
$ |
0.67 |
|
Diluted Earnings Per Share |
|
$ |
0.25 |
|
$ |
0.26 |
|
$ |
0.98 |
|
$ |
0.66 |
|
Dividends per share |
|
$ |
0.10 |
|
$ |
0.09 |
|
$ |
0.38 |
|
$ |
0.34 |
|
Weighted Average Shares - Basic |
|
|
15,937,361 |
|
|
14,978,854 |
|
|
15,280,602 |
|
|
15,036,197 |
|
Weighted Average Shares - Diluted |
|
|
16,156,766 |
|
|
15,279,204 |
|
|
15,492,108 |
|
|
15,316,041 |
|
SELECTED OPERATING RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Assets |
|
|
1.02 |
% |
|
1.34 |
% |
|
1.10 |
% |
|
0.89 |
% |
Return on Average Equity |
|
|
14.60 |
% |
|
17.89 |
% |
|
15.45 |
% |
|
11.29 |
% |
Yield on Interest Earning Assets |
|
|
5.19 |
% |
|
6.21 |
% |
|
5.39 |
% |
|
6.41 |
% |
Cost of funds |
|
|
1.54 |
% |
|
1.87 |
% |
|
1.56 |
% |
|
2.10 |
% |
Net interest spread |
|
|
3.65 |
% |
|
4.34 |
% |
|
3.83 |
% |
|
4.31 |
% |
Net interest margin |
|
|
3.93 |
% |
|
4.72 |
% |
|
4.12 |
% |
|
4.75 |
% |
Efficiency ratio |
|
|
60.20 |
% |
|
56.30 |
% |
|
60.30 |
% |
|
57.50 |
% |
Stockholders equity to total assets |
|
|
|
|
|
|
|
|
7.00 |
% |
|
7.52 |
% |
Book value per share |
|
|
|
|
|
|
|
$ |
6.96 |
|
$ |
6.08 |
|
ASSET QUALITY RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs to average loans |
|
|
|
|
|
|
|
|
0.64 |
% |
|
0.12 |
% |
Ratio of allowance to total loans |
|
|
|
|
|
|
|
|
1.98 |
% |
|
2.50 |
% |
Non-performing loans to total loans |
|
|
|
|
|
|
|
|
1.95 |
% |
|
2.77 |
% |
Non-performing assets to total assets |
|
|
|
|
|
|
|
|
1.05 |
% |
|
1.66 |
% |
Allowance to non-performing loans |
|
|
|
|
|
|
|
|
101 |
% |
|
90 |
% |
SELECTED AVERAGE BALANCE SHEET DATA
|
|
For the three months ended |
|
For the year ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
12/31/2003 |
|
12/31/2002 |
|
12/31/2003 |
|
12/31/2002 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net of costs (fees) |
|
$ |
826,872 |
|
$ |
707,022 |
|
$ |
763,607 |
|
$ |
666,952 |
|
Interest-Earning Assets |
|
|
1,432,576 |
|
|
1,111,260 |
|
|
1,267,974 |
|
|
1,041,048 |
|
Core Deposits |
|
|
1,052,988 |
|
|
810,949 |
|
|
931,507 |
|
|
739,674 |
|
Time Deposits |
|
|
295,963 |
|
|
243,169 |
|
|
266,512 |
|
|
246,559 |
|
Total Deposits |
|
|
1,348,951 |
|
|
1,054,118 |
|
|
1,198,019 |
|
|
986,233 |
|
Total Assets |
|
|
1,560,710 |
|
|
1,198,130 |
|
|
1,372,148 |
|
|
1,129,280 |
|
Total Borrowings |
|
|
96,300 |
|
|
49,184 |
|
|
70,228 |
|
|
47,922 |
|
Common Equity |
|
|
108,560 |
|
|
89,487 |
|
|
97,761 |
|
|
89,295 |
|
-5-
Lakeland Bancorp, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
|
|
December 31, |
|
December 31, |
|
||
|
|
|
|
|
|
|
|
(dollars in thousands) |
|
|
(unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
42,760 |
|
$ |
32,775 |
|
Federal funds sold and interest-bearing deposits due from banks |
|
|
3,324 |
|
|
2,690 |
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
46,084 |
|
|
35,465 |
|
Investment securities available for sale |
|
|
557,402 |
|
|
361,760 |
|
Investment securities held to maturity; fair value of $43,050 in 2003 and $48,436 in 2002 |
|
|
43,009 |
|
|
46,083 |
|
Loans: |
|
|
|
|
|
|
|
Commercial |
|
|
413,198 |
|
|
314,378 |
|
Residential mortgages |
|
|
185,153 |
|
|
170,039 |
|
Consumer and home equity |
|
|
254,036 |
|
|
234,259 |
|
|
|
|
|
|
|
|
|
Total loans |
|
|
852,387 |
|
|
718,676 |
|
Plus: deferred (fees) costs |
|
|
(851 |
) |
|
982 |
|
Less: Allowance for loan and lease losses |
|
|
16,899 |
|
|
17,940 |
|
|
|
|
|
|
|
|
|
Net loans |
|
|
834,637 |
|
|
701,718 |
|
Premises and equipment - net |
|
|
27,510 |
|
|
25,167 |
|
Accrued interest receivable |
|
|
6,391 |
|
|
5,495 |
|
Goodwill |
|
|
24,960 |
|
|
2,388 |
|
Core deposit intangible |
|
|
2,649 |
|
|
632 |
|
Other assets |
|
|
42,648 |
|
|
28,397 |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
1,585,290 |
|
$ |
1,207,105 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
Noninterest bearing |
|
$ |
242,710 |
|
$ |
214,110 |
|
Savings and interest-bearing transaction accounts |
|
|
795,485 |
|
|
593,637 |
|
Time deposits under $100 |
|
|
209,216 |
|
|
179,423 |
|
Time deposits $100 and over |
|
|
78,271 |
|
|
71,922 |
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
1,325,682 |
|
|
1,059,092 |
|
Federal funds purchased and securities sold under agreements to repurchase |
|
|
51,423 |
|
|
19,974 |
|
Long-term debt |
|
|
34,500 |
|
|
31,000 |
|
Other liabilities |
|
|
7,734 |
|
|
6,272 |
|
Guaranteed preferred beneficial interests in Companys subordinated debentures |
|
|
55,000 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
1,474,339 |
|
|
1,116,338 |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
Common stock, no par value; authorized shares, 40,000,000; issued shares, 16,483,551 at December 31, 2003 and 15,431,951 December 31, 2002 |
|
|
131,116 |
|
|
101,664 |
|
Accumulated Deficit |
|
|
(12,980 |
) |
|
(9,436 |
) |
Treasury stock, at cost, 535,025 shares at December 31, 2003 and 466,219 at December 31, 2002 |
|
|
(7,283 |
) |
|
(5,881 |
) |
Accumulated other comprehensive income |
|
|
98 |
|
|
4,420 |
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS EQUITY |
|
|
110,951 |
|
|
90,767 |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
1,585,290 |
|
$ |
1,207,105 |
|
|
|
|
|
|
|
|
|
-6-
Lakeland Bancorp, Inc. and Subsidiaries
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
|
|
Three months Ended |
|
Year Ended |
|
||||||||
|
|
|
|
|
|
||||||||
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data) |
|
||||||||||
INTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and fees |
|
$ |
12,731 |
|
$ |
12,642 |
|
$ |
48,137 |
|
$ |
47,076 |
|
Federal funds sold and interest bearing deposits with banks |
|
|
41 |
|
|
96 |
|
|
234 |
|
|
357 |
|
Taxable investment securities |
|
|
4,762 |
|
|
3,706 |
|
|
15,611 |
|
|
15,758 |
|
Tax exempt investment securities |
|
|
796 |
|
|
618 |
|
|
2,940 |
|
|
2,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST INCOME |
|
|
18,330 |
|
|
17,062 |
|
|
66,922 |
|
|
65,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
3,518 |
|
|
3,698 |
|
|
13,266 |
|
|
15,462 |
|
Securities sold under agreements to repurchase |
|
|
63 |
|
|
72 |
|
|
223 |
|
|
293 |
|
Long-term debt |
|
|
986 |
|
|
409 |
|
|
2,735 |
|
|
1,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INTEREST EXPENSE |
|
|
4,567 |
|
|
4,179 |
|
|
16,224 |
|
|
17,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
|
13,763 |
|
|
12,883 |
|
|
50,698 |
|
|
48,174 |
|
Provision for loan losses |
|
|
750 |
|
|
750 |
|
|
3,000 |
|
|
10,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
|
|
13,013 |
|
|
12,133 |
|
|
47,698 |
|
|
37,674 |
|
NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
1,857 |
|
|
1,655 |
|
|
7,089 |
|
|
6,031 |
|
Commissions and fees |
|
|
588 |
|
|
403 |
|
|
2,535 |
|
|
1,836 |
|
Gain on the sales of securities |
|
|
171 |
|
|
1 |
|
|
1,857 |
|
|
876 |
|
Other income |
|
|
523 |
|
|
256 |
|
|
1,302 |
|
|
1,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NONINTEREST INCOME |
|
|
3,139 |
|
|
2,315 |
|
|
12,783 |
|
|
9,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
5,426 |
|
|
4,498 |
|
|
20,676 |
|
|
18,491 |
|
Net occupancy expense |
|
|
977 |
|
|
879 |
|
|
3,665 |
|
|
3,370 |
|
Furniture and equipment |
|
|
914 |
|
|
929 |
|
|
3,366 |
|
|
3,255 |
|
Stationery, supplies and postage |
|
|
360 |
|
|
307 |
|
|
1,367 |
|
|
1,255 |
|
Other expenses |
|
|
2,604 |
|
|
2,147 |
|
|
9,213 |
|
|
7,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NONINTEREST EXPENSE |
|
|
10,281 |
|
|
8,760 |
|
|
38,287 |
|
|
33,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME TAXES |
|
|
5,871 |
|
|
5,688 |
|
|
22,194 |
|
|
13,964 |
|
Provision for income taxes |
|
|
1,875 |
|
|
1,652 |
|
|
7,087 |
|
|
3,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
3,996 |
|
$ |
4,036 |
|
$ |
15,107 |
|
$ |
10,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.25 |
|
$ |
0.27 |
|
$ |
0.99 |
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.25 |
|
$ |
0.26 |
|
$ |
0.98 |
|
$ |
0.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS PER SHARE |
|
$ |
0.10 |
|
$ |
0.09 |
|
$ |
0.38 |
|
$ |
0.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-7-