SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 13, 1995
VALLEY NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
0-11179 22-2477875
(Commission File Number) (IRS Employer Identification No.)
1445 Valley Road, Wayne, New Jersey 07470
(Address of principal executive offices)
(201) 305-8800
(Registrant's telephone number, including area code)
Item 5. Other Events.
1. On April 13, 1995, Valley National Bancorp ("Valley") issued a press release announcing that Valley National Bank, its national banking association subsidiary, had filed an application with the Federal Reserve Bank of New York to establish an Edge Corporation to undertake certain international activities. The purpose of the application is to establish a finance company in Toronto, Canada. The proposed Canadian finance company will make consumer loans, primarily auto and mortgage loans in Canada, utilizing Valley's expertise in the area and extending to Canada the existing referral program Valley has with a major insurance company.
Valley also announced that an application had been filed with the Office of Supervision of Financial Institutions, the Canadian banking and financial institution regulator, to establish the finance company in Canada, with capitalization of $10 million (Canadian).
While Valley anticipates the applications will be approved, there can be no assurance concerning regulatory approval or the timing of such approvals.
2. On April 19, 1995, Valley reported net income before securities gains of $14.4 million for the first quarter of 1995 as compared to $14.0 million for the first quarter of 1994, a 2.4% increase. After securities gains, net income was $14.7 million for the quarter ended March 31, 1995, compared with net income of $16.0 million recorded for the first quarter of 1994 and $14.3 million for the fourth quarter of 1994. Per share earnings were $0.48 for the first quarter of 1995, compared with per share earnings of $0.53 and $0.47 for the first quarter and fourth of 1994, respectively. The first quarter of 1994 was positively impacted by securities gains of $3.3 million, compared to only $537 thousand of securities gains in the first quarter of 1995. Valley had a return on average assets of 1.55%, a return on average equity of 19.04%, and an efficiency ratio of 44.9% for the first quarter of 1995.
On March 31, 1995, Valley's assets totalled $3.82 billion, representing a 2.1% increase over the $3.74 billion in assets at December 31, 1994. Additionally, loans net of unearned income increased 2.8% to $2.25 billion, compared to December 31, 1994. Total deposits increased 2.7% to $3.42 billion at March 31, 1995, compared with deposits of $3.33 billion on December 31, 1994. Valley's shareholders' equity was $322.1 million at March 31, 1995, an 11.3% increase over Valley's capital position at March 31, 1994. Valley had a book value per share of $10.52, a tier one leverage ratio of 8.52% and a risk based capital ratio of 15.16% at March 31, 1995.
Valley's net interest income before the provision for possible loan losses was $37.8 million for the first quarter of 1995, representing a 1.7% increase above the $37.1 million recorded in the same period in 1994. Interest on loans was up 22.7% during the quarter and reached $46.6 million, compared with $37.9 million recorded during the first quarter of 1994. This helped to limit the decline in Valley's net interest margin to 4.48% at the end of the first quarter of 1995 from 4.63% and 4.56% at March 31, 1994 and December 31, 1994, respectively.
Valley's non-interest income for the first quarter of 1995 was $4.5 million, compared with $7.5 million reported in the same period a year ago. Gains on the sale of securities for the first quarter decreased from $3.3 million to $537 thousand. Total non-interest expense, including costs connected with recent acquisitions, increased slightly during the quarter to $19.7 million, compared with $19.4 million recorded for the first quarter of 1994.
Valley's non-performing assets, including non-accrual loans, and other real estate owned ("OREO"), were $24.2 million, or 1.07% of loans and OREO at March 31, 1995, versus $25.7 million, or 1.17% of loans and OREO at December 31, 1994. This compares with $23.4 million, or 1.20% of loans and OREO at March 31, 1994. Loans past due in excess of 90 days and still accruing interest, were $5.7 million at March 31, 1995, as compared with $15.2 million at March 31, 1994 and $5.4 million at December 31, 1994.
Item 7. Exhibits.
99.1 Press Release dated April 13, 1995
99.2 Press Release dated April 19, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VALLEY NATIONAL BANCORP
Dated: April 25, 1995 By: ALAN D. ESKOW
-------------------------
Alan D. Eskow
Senior Vice President
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INDEX TO EXHIBITS
99.1 Press Release dated April 13, 1995
99.2 Press Release dated April 19, 1995
Exhibit 99(a)
For Immediate Release: April 13, 1995
VALLEY NATIONAL FILES TO ESTABLISH EDGE CORPORATION
APRIL 13, 1995 -- Valley National Bancorp and Valley National Bank, its commercial banking subsidiary, announced today that the Bank has filed an application with the Federal Reserve Bank of New York to establish an Edge Corporation to undertake certain international activities. Valley explained that the purpose of the application is to establish a finance company in Toronto, Canada. The proposed Canadian finance company will make consumer loans, primarily auto and mortgage loans in Canada, utilizing Valley's expertise in the area and extending to Canada the existing referral program Valley has with a major insurance company.
Valley stated that an application also has been filed with the Office of Supervision of Financial Institutions, the Canadian banking and financial institution regulator, to establish the finance company in Canada, with capitalization of $10 million (Canadian).
While Valley anticipates the applications will be approved, there can be no assurance concerning regulatory approval or the timing of such approvals.
Exhibit 99(b)
VALLEY NATIONAL BANCORP REPORTS STRONG FIRST QUARTER RESULTS
WAYNE, New Jersey, April 19, 1995 -- Valley National Bancorp (NYSE:VLY) today reported net income before securities gains of $14.4 million for the first quarter of 1995 as compared to $14.0 million for the first quarter of 1994, a 2.4 percent increase. After securities gains, net income was $14.7 million for the quarter ended March 31, 1995, compared with net income of $16.0 million recorded for the first quarter of 1994 and $14.3 million for the fourth quarter of 1994. Per share earnings were $0.48 for the first quarter of 1995, compared with per share earnings of $0.53 and $0.47 for the first quarter and fourth of 1994, respectively. The first quarter of 1994 was positively impacted by securities gains of $3.3 million, compared to only $537 thousand of securities gains in the first quarter of 1995.
Valley declared a 5 percent common stock dividend on March 23, 1995 to shareholders of record on April 14, 1995 and payable May 2, 1995. Valley maintained the cash dividend at $1.00 per share per annum after the payment of the stock dividend. All per share amounts have been restated for the 5 percent stock dividend.
Valley's 1995 first quarter results translate into a return on average assets of 1.55 percent and a return on average equity of 19.04 percent. Valley's efficiency ratio of 44.9 percent for the first quarter continues to place Valley among the most efficient banking organizations in the country.
Chairman and Chief Executive Officer, Gerald H. Lipkin, said, "From a core banking perspective, Valley continues to demonstrate strong results. Loan volume continued to increase during the first quarter of 1995 and we continue to control non-interest expenses in view of our recent expansion, including the acquisi- tion of American Union Bank and Rock Financial Corporation. Based upon our analysis, the full benefit of these acquisitions, including the operating efficiencies, has not yet been realized."
On March 31, 1995, Valley's assets totalled $3.82 billion, repre- senting a 2.1 percent increase over the $3.74 billion in assets at December 31, 1994. Additionally, loans net of unearned income increased 2.8 percent to $2.25 billion, compared to December 31, 1994. Total deposits increased 2.7 percent to $3.42 billion at the conclusion of the first quarter 1995, compared with deposits of $3.33 billion recorded on December 31, 1994.
Valley continues to grow its already strong capital position reporting a total shareholders' equity of $322.1 million at March 31, 1995, an 11.3 percent increase over the company's capital position at the conclusion of the first quarter of 1994. This translates into a book value per share of $10.52, a tier one leverage ratio of 8.52 percent and a risk based capital ratio of 15.16 percent.
Net interest income before the provision for possible loan losses was $37.8 million for the first quarter, representing a 1.7 per- cent increase above the $37.1 million recorded in the same period in 1994. More specifically, interest on loans was up 22.7 per- cent during the quarter and reached $46.6 million, compared with $37.9 million recorded during the first quarter of 1994. This helped to limit the decline in the net interest margin to 4.48 percent at the end of the first quarter of 1995 from 4.63 percent and 4.56 percent at March 31, 1994 and December 31, 1994, respec- tively.
"The net interest income in the first quarter of 1995 was direct- ly impacted by a rapid rise in interest rates throughout 1994. Our interest expense grew substantially during the first quarter of 1995, with interest on time deposits being affected the most, rising 60.4 percent above last year's first quarter numbers," Lipkin noted.
Non-interest income for the first quarter was $4.5 million, com- pared with $7.5 million reported in the same period a year ago. Gains on the sale of securities for the first quarter decreased from $3.3 million to $537 thousand. Total non-interest expense including costs connected with recent acquisitions, increased slightly during the quarter to $19.7 million, compared with $19.4 million recorded for the first quarter of 1994.
Non-performing assets, including non-accrual loans, and other real estate owned ("OREO") were $24.2 million, or 1.07 percent of loans and OREO at March 31, 1995, versus $25.7 million, or 1.17 percent of loans and OREO at December 31, 1994. This compares with $23.4 million, or 1.20 percent of loans and OREO at March 31, 1994. Loans past due in excess of 90 days and still accruing interest, were $5.7 million at March 31, 1995, as compared with $15.2 million at March 31, 1994 and $5.4 million at December 31, 1994.
Valley continued its expansion efforts during the first quarter announcing on January 26, that it had entered into a merger agreement by which it will acquire Lakeland First Financial Group, Inc. (NASDAQ:LLSL), the holding company for Lakeland Savings Bank, a $661 million, 16-branch bank headquartered in Succasunna, NJ. The merger will expand Valley's branch network in Morris County and extend it into two new counties, Sussex and Warren.
"With a current return on assets of 1.58 percent and a return on equity over 19 percent, Lakeland represents the type of superior performing organization that Valley seeks to join with in strate- gically expanding its franchise," said Lipkin.
Valley National Bancorp is a regional bank holding company, whose principal subsidiary, Valley National Bank, operates 64 branches in 41 communities in Bergen, Essex, Hudson, Middlesex, Morris, Passaic, Somerset and Union counties in New Jersey.
(FINANCIAL HIGHLIGHTS AND STATEMENTS TO FOLLOW)
VALLEY NATIONAL BANCORP
CONSOLIDATED FINANCIAL HIGHLIGHTS
(Dollars in Thousands Except Per Share Amounts)
Three Months Ended March 31, 1995 1994
----------- -----------
Net Income $ 14,718 $ 16,023
Per Share:
Net Income 0.48 0.53
Cash Dividends Declared 0.24 0.22
Return on Average Assets 1.55% 1.78%
Return on Average Shareholders' Equity 19.04% 21.94%
Net Interest Margin on Fully Taxable Equivalent Basis 4.48% 4.63%
Weighted Average Shares Outstanding 30,581,185 30,042,660
At March 31,
Assets $ 3,824,126 $ 3,625,417
Deposits 3,434,447 3,243,445
Loans 2,248,208 1,947,586
Shareholders' Equity 322,100 289,269
Book Value Per Share 10.52 9.62
Tier One Leverage Ratio 8.52% 8.01%
Asset Quality
Nonaccrual Loans $ 17,852 $ 19,493
Other Real Estate Owned 6,303 3,896
Total Nonperforming Assets 24,155 23,389
Total Nonperforming Assets as a % of Loans and OREO 1.07% 1.20%
Loans Past Due 90 Days or More and Accruing 5,741 15,174
Allowance for Loan Losses
Balance, January 1 36,434 36,568
Balance from acquisition 367 0
Net Charge-Offs:
Charge-Offs (1,008) (938)
Less: Recoveries 775 393
Net Charge-Offs (233) (545)
Provision for Loan Losses 519 945
Balance, March 31 37,087 36,968
Net Charge-Offs as a % of Average Loans 0.04% 0.11%
Allowance for Loan Losses as a % of:
Loans 1.65% 1.90%
Nonperforming Assets 154% 158%
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Note: 1994 figures have been restated for the pooling of interests method of accounting related to the Rock Bank acquisition on November 30, 1994. Per share amounts and weighted average shares outstanding have been restated to reflect the 5% stock dividend declared March 23, 1995 for shareholders of record as of April 14, 1995.
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
($ in thousands) March 31,
Assets 1995 1994
----------- -----------
Cash and due from banks $ 131,359 $ 135,100
Other short term investments 0 231
Federal funds sold 40,000 15,000
Investment securities held to maturity:
U.S. Treasury securities 0 64,449
Obligations of other U.S. government
agencies and corporations 481,076 535,766
Obligations of states and political subdivisions 314,647 317,890
Other bonds 25,065 58,489
FRB stock 1,418 1,021
----------- -----------
Total investment securities held to maturity 822,206 977,615
----------- -----------
Investment securities available for sale:
U.S. Treasury securities 197,224 180,701
Obligations of other U.S. government
agencies and corporations 281,939 277,098
Equity securities 4,928 7,357
----------- -----------
Total investment securities available for sale 484,091 465,156
----------- -----------
Loans, net of unearned income 2,248,208 1,947,586
Less: Allowance for possible loan losses (37,087) (36,968)
----------- -----------
Loans, net 2,211,121 1,910,618
----------- -----------
Premises and equipment 49,301 44,289
Due from customers on acceptances outstanding 3,765 1,395
Accrued interest receivable 24,398 22,804
Other assets 57,885 53,209
----------- -----------
Total assets $3,824,126 $3,625,417
=========== ===========
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Liabilities
Deposits:
Non-interest bearing $ 458,955 $ 431,277
Interest bearing:
Savings 1,555,423 1,714,228
Time 1,410,069 1,097,940
----------- -----------
Total deposits 3,424,447 3,243,445
----------- -----------
Federal funds purchased and securities
sold under agreements to repurchase 30,177 50,404
Treasury tax and loan account and other
short term borrowings 9,409 6,682
Bank acceptances outstanding 3,765 1,395
Accrued expenses and other liabilities 34,228 34,222
----------- -----------
Total liabilities 3,502,026 3,336,148
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Shareholders' Equity
Common stock, no par value, authorized 39,414,375
shares, issued 30,728,665 shares in 1995 and
28,788,519 shares in 1994 17,229 15,960
Surplus 177,017 131,345
Retained earnings 136,612 147,960
Unrealized loss on securities available for sale (6,594) (3,832)
----------- -----------
324,264 291,433
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Costs of shares in treasury (121,696 common shares
in 1995 and 1994) (2,164) (2,164)
----------- -----------
Total shareholders' equity 322,100 289,269
=========== ===========
Total liabilities and shareholders' equity $3,824,126 $3,625,417
=========== ===========
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Notes: 1) March 31, 1994 amounts have been restated to reflect the
acquisition of Rock Financial Corp.
2) Shares outstanding at March 31, 1995 have been restated to
reflect the 5% stock dividend payable May 2, 1995.
VALLEY NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data) Three Months Ended
March 31,
1995 1994
----------- -----------
Interest income
Interest and fees on loans $ 46,578 $ 37,948
Interest and dividends on investment securities:
Taxable 15,623 16,525
Tax-exempt 3,618 3,414
Dividends 52 53
Interest on federal funds sold and other
short term investments 375 329
----------- -----------
Total interest income 66,246 58,269
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Interest Expense
Interest on deposits:
Savings deposits 10,647 9,959
Time deposits 17,480 10,900
Interest on federal funds purchased and securities
sold under repurchase agreements 173 227
Interest on other short-term borrowings 193 47
------------ -----------
Total interest expense 28,493 21,133
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Net interest income 37,753 37,136
Provision for possible loan losses 519 945
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Net interest income after provision for possible
loan losses 37,234 36,191
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Non-interest income
Trust income 220 180
Service charges on deposit accounts 1,707 1,549
Gains on securities transactions, net 537 3,341
Fees from mortgage servicing 806 845
Gains on sales of loans 0 399
Other 1,247 1,221
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Total non-interest income 4,517 7,535
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Non-interest Expense
Salary expense 7,888 7,567
Employee benefit expense 2,227 1,958
FDIC insurance premiums 1,894 1,813
Occupancy and equipment expense 2,996 2,912
Amortization of intangible assets 495 889
Other 4,203 4,238
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Total non-interest expense 19,703 19,377
------------ -----------
Income before income taxes 22,048 24,349
Income taxes 7,330 8,326
----------- -----------
Net income $ 14,718 $ 16,023
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Per share data:
Net income per share $ 0.48 $ 0.53
------------ -----------
Weighted average number of shares outstanding 30,581,185 30,043,660
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Notes: 1) March 31, 1994 amounts have been restated to reflect the
acquisition of Rock Financial Corp.
2) Per share and average shares outstanding information has been
restated to reflect the 5% stock dividend payable May 2, 1995.