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 Company’s 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 Bancorp’s 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

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-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 Company’s 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

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-continued-

loan and deposit products; competition; changes in economic conditions nationally, regionally and in Lakeland’s  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 Company’s 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 Commission’s 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. Lakeland’s 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 Newton’s 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 Bancorp’s 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 Newton’s 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.

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Lakeland Bancorp, Inc.
Financial Highlights
(unaudited)

 

 

Three months ended
December 31,

 

Year ended
December 31,

 

 

 


 


 

 

 

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,
2003

 

December 31,
2002

 

 

 



 



 

(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 Company’s 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
December 31,

 

Year Ended
December 31,

 

 

 


 


 

 

 

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

 

 

 



 



 



 



 

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