pdf - Performance Marketing
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pdf - Performance Marketing
The Annual Meeting of Stockholders will be held at 3 p.m. on Tuesday, March 18, 2003 at the Lincoln Center office of Minotola National Bank, 1748 South Lincoln Avenue, Vineland, New Jersey John B. Morello, Chairman Michael D. Capizola, Vice Chairman Judith Morello Browne Dennis W. DiLazzero Michael A. Morello William R. Plick Edith M. Taylor Standing, left to right: Michael A. Morello; Dennis W. DiLazzero; William R. Plick Seated: Judith Morello Browne; Michael D. Capizola, Vice Chairman; John B. Morello, Chairman; Edith M. Taylor We invite you to join us in celebrating Minotola National Bank’s 90th year in business. Turn the pages with us as we document our history, report our current performance, and take a quick glimpse at our plans for the future. The year was 1913. Woodrow Wilson was President; an average three-bedroom home cost $2,625 and Congress passed the Federal Reserve Act, which marked the beginning of our national banking system. A MODEST BEGINNING First National Bank of Minotola, circa 1913 In September of that year First National Bank of Minotola, with four employees and $5,019.92 in initial deposits, opened for business at the corner of Central and Atlantic Avenues, Minotola, New Jersey. During the early days, select national banks were authorized to issue currency that reflected the name of the bank on the face of the bill. Contrary to common belief, the initial stockholders were not native to the greater Vineland area. It wasn’t until 1917 when then Atlantic County Sheriff James Cimino began acquiring stock from the original investors. He was eventually joined by Michael Capizola, Charles F. Riddle, Daniel D. Conway, Samuel Santagata, Fred Leonelli, and a host of other local investors. By 1927, transition from the original investors to local ownership and management was complete. 2 WEATHERING THE DEPRESSION The 1929 stock market crash marked the beginning of the Great Depression. Much of the nation was in a panic, withdrawing their savings from institutions across the country. The First National Bank of Minotola weathered the storm by allowing depositors to withdraw cash as they wished. Within several weeks much of the money was re-deposited. In 1930, The First National Bank of Minotola began paying its first of a long string of consecutive dividends. A decade later, the Bank’s assets had grown to over $700,000. DOING OUR PART: THE WAR YEARS A group of people outside a bank during the Great Depression. The Bank had survived the Great Depression only to meet a new challenge, World War II, the greatest war of all time. While the U.S. military battled across the globe, the First National Bank of Minotola assisted in the war effort by selling war bonds and providing funding for the farmers and local industries that supported the war effort. The Bank continued to grow, increasing deposits to more than $4.5 million by 1946. 3 BOARD OF DIRECTORS: THE CHANGING OF THE GUARD First National Bank of Minotola, circa 1950 It was now the early 50’s; James Cimino, President, and Michael Capizola, Cashier, had successfully guided the bank since 1927. It was time for the second generation of the Cimino/Conway and Capizola families to join the Bank’s management team. In 1954 John B. Morello and Daniel Pantaleo joined Cimino, Capizola, Charles F. Riddle and Samuel Santagata as directors of the Bank. One year later, in 1955, George J. Karibjanian joined the board and in 1966 Michael D. Capizola, Esq., joined the board, completing the cycle. THE 60S AND 70S: DECADES OF GROWTH Responding to growth in Vineland and Cumberland County, the First National Bank of Minotola prepared to expand its operations. When legislation restricting the expansion of banks was repealed, the Bank opened its first branch office at the corner of Landis Avenue and Union Road in East Vineland in 1962. Just a decade later, with assets totaling $21 million, a second branch opened on Wheat Road in Vineland. In 1974, the institution changed its name to Minotola National Bank and moved into its new main office on Lincoln Avenue. By 1977, assets had grown to almost $32 million. Highly regarded for its financial strength and quality customer service, Minotola National Bank closed out the 70s with more than $39 million in total assets. Groundbreaking Ceremony, left to right: John B. Morello, Vice President; Michael Capizola, President; John Fletcher, Architect; George Karibjanian, Director 4 TUMULTUOUS TIMES: THE 80S AND 90S Around the country the failures of many Savings and Loans haunted the banking industry. Nearly 500 institutions failed in 10 years, including banks in Hammonton and Vineland, leaving Minotola National Bank with a golden opportunity to expand. By focusing on building strong internal management and operations, new President Dennis DiLazzero prepared the Bank for its latest growth movement. In the 90s, computer technology transformed the banking industry into a 24-hour business. Minotola National Bank embraced the emerging services, installing ATMs, computerized teller stations, telephone banking and online banking. These products cemented Minotola National Bank’s position as a local leader in banking services by allowing customers to have easier access and more control over their finances. Minotola Office The 90s was a time of expansion into new markets. To take advantage of the rapid growth throughout Southern New Jersey, the Bank opened new branches in both Glassboro and Linwood. Glassboro Office Wheat Road Office, Vineland 5 Throughout its history, Minotola National Bank has surveyed the local landscape to identify opportunities to better serve the needs of its customers. In keeping with that tradition, the Bank formed two successful subsidiaries to provide effective new services to their customers. CENTRAL ATLANTIC LEASING Central Atlantic Leasing is a leader in providing value, personalized service and leasing experience for commercial and municipal clients. Equipment leasing is available for all industries — agriculture, technical, food service, utilities, municipalities, school districts, medical/dental, trucking and more. Louis L. Petrini, President Craig DeGenova, Assistant Vice President MINOTOLA MERCHANT SERVICES The Minotola National Bank Merchant Services is a leader in enabling merchants of all sizes to use advanced payment processing systems. This service helps merchants to increase sales and improve their bottom line utilizing a wide range of payment processing products that are supported by exemplary customer service, comprehensive training and a toll-free service hotline. Michael C. Capizola, Assistant Vice President Robert Baldissero, Vice President 6 Minotola National Bank currently has 11 branches and three loan centers serving Cumberland, Atlantic and Gloucester Counties, and the $5,019.92 in initial deposits has grown to over $550 million. Now celebrating its 90th year, the Bank employs more than 200 professionals, all dedicated to meeting the personal and business banking needs of its communities. Today, while continuing to offer innovative technology and effective products, Minotola National Bank still recognizes its employees as the company’s true source of strength. “A review of the Bank’s history is not complete without giving due credit to the long line of excellent and loyal employees who are responsible for our successes,” said Dennis DiLazzero, President of Minotola National Bank. “Many of our employees have been with us for greater than 20 years. We are extremely proud of our people, their abilities and their consistently excellent performance.” Chestnut Avenue Office, Vineland Minotola National Bank professionals who have been dedicated to serving the community for over ten years. Front Row (l to r): J. Dafcik, A. Ravelli, W. Plick, E. Taylor, M. Capizola, J. Morello, J. Morello Browne, D. DiLazzero, P. Perry, L. Sikking, R. Baldissero; Row 2: M. Sanchez, K. Waugh, C. Ingraham, M. Baker, D. Bartholomew, M. Harkins, D. McCauley, D. Zemanik, B. Roman, M. Lopez-Rodriguez, K. Castellini; Row 3: G. Cafiso, G. Coia, R. Hutchinson, C. Rambone, J. Rosmini, A. Garton, R. Tetz, F. Haserick, C. Nekrasz, T. Fifer, M. Venuto, M. Romanik; Row 4: M. DeFeo, J. Nightlinger, J. Allen, J. Nash, D. Collinge, D. Schmidt, M. Golway, L. Dellorifice, V. Webster, R. Kastorsky, D. Marciano, D. Gallo; Back Row: P. Castellini, J. Sparks, R. Kauffman, L. Montressor, A. Wargo, R. Coccaro, J. Matos, K. Santagata, M. Alvarado, A. D’Alessandro 7 Left to right: Rosana Kastorsky, Branch Manager Maria Alvarado, Teller Supervisor Standing, left to right: John A. O’Connor, Senior Vice President William R. Plick, Executive Vice President Seated: Dennis W. DiLazzero, President “We are extremely proud of our people, their abilities and their consistently excellent performance.” Linwood team, left to right: Anthony Mortellite, Vice President George Morgan, Assistant Vice President Patricia Miller, Branch Manager Joseph Ciapanna, Lending Associate 8 Glassboro team, left to right: Louis L. Petrini, Regional Vice President Michael A. Milano, Assistant Vice President Tracy Kozlowski, Loan Officer Minotola National Bank takes pride in serving its communities by contributing to civic, youth, health, religious and support organizations. Employees of the bank are active on boards and committees for important organizations throughout the region including Southern New Jersey Council of Boy Scouts, American Cancer Society, the American Red Cross, Rowan University, Cumberland County College, Kessler Hospital, Lions Clubs, Rotary Clubs and the Salvation Army. AWARDS In addition to its prominent standing in the South Jersey community, Minotola National Bank is often recognized by the financial community for superior stability and strength: 䡲 VERIBANC BLUE RIBBON BANK The country’s oldest award for banks, the Veribanc Blue Ribbon Bank Commendation of Excellence has been awarded to Minotola National Bank for 27 consecutive quarters. 䡲 BAUER FINANCIAL Minotola National Bank has been awarded Bauer’s highest rating — a five-star rating — 29 consecutive times since December 1995. 䡲 ONE OF THE NATION’S TOP LENDERS – 1995 Minotola National Bank was named one of nation’s top lenders by the U.S. Small Business Administration in the first-ever study Small Business Lending in the United States. The report identified Minotola National Bank as the only bank in Vineland and Hammonton to qualify as a top performer in small business lending. 䡲 THE NEW JERSEY HOUSING AND MORTGAGE FINANCE AGENCY AWARD IN 1998 Highest Percentage of Quality Mortgage Packages 䡲 THE NEW JERSEY HOUSING AND MORTGAGE FINANCE AGENCY AWARD IN 1998 Outstanding Service to First Time Home Buyers 䡲 VINELAND CHAMBER OF COMMERCE “LARGE BUSINESS OF THE YEAR” 1998 Financing from Minotola National Bank helped Nick George Construction make Lakeside Estates in Egg Harbor Township a reality. 9 Fostering Economic Growth in Our Expanding Service Area Jerry Villecco, President/Owner of Glassboro Lumber, meets with Bank officials Tracy Kozlowski, Loan Officer, and Michael A. Milano, Assistant Vice President. Minotola National Bank provided the financing to make the long-awaited parking lot at Atlantic City International Airport a reality. Minotola National Bank financed improvements to help establish Mays Landing Golf and Country Club as one of the area’s premiere golf and banquet facilities. 10 Minotola National Bank teamed up with Vineland Ice Arena to provide financing for a state-of-the-art ice skating facility for South Jersey. Left to right: Andrew G. Berenato, Jr., Co-Owner; Louis L. Petrini, Regional Vice President. Matt Blatt Auto Sales received financing from Minotola National Bank to construct a Suzuki showroom in Vineland. Bridgeton-based Sheppard Bus Company, financed in part by Minotola National Bank, serves school districts throughout South Jersey. Left to right: John Sheppard, Principal; Todd R. Sciore, Assistant Vice President; Fred Angelo, Vice President. Minotola National Bank financed the construction of this brand new Best Western Hotel located just minutes from Atlantic City. 11 TO OUR STOCKHOLDERS, CUSTOMERS AND FRIENDS The Directors, officers and employees of Minotola National Bank are proud of the Bank’s performance in 2002. In a year marked by recession, geopolitical tension and an unprecedented drop in interest rates, we were able to generate record earnings, increase our dividends paid and preserve the safety and soundness of the Bank’s loan and investment portfolios. With consolidated after-tax income of $8,044,000, or $158 per share, 2002 was the most profitable year in the Bank’s history. Declared dividends of $37.50 per share were up approximately 6% over the prior year and up 56% over the past five years. During the same five-year period, the book value of our stock increased 72%, or $580, to $1,387 per share. Total assets at December 31, 2002, were $554,558,000, a 7% increase over the previous year. Because of the historically low interest rates, our Fixed Rate Mortgage Department has provided more customers than ever before with the opportunity to buy, build or refinance their home. At the same time, net leases held by our wholly owned leasing subsidiary, Central Atlantic Leasing, grew an impressive 35%. Both divisions made positive contributions to our overall bottom line. The year 2002 was a year of preparation and planning for the future. Our bank’s original slogan, “People, Purpose, Progress” has evolved to our new slogan, “Expect More.” You can expect more because you truly get more at Minotola National Bank. This theme is best exemplified in our Masters Club program. The already popular Masters Club was updated and expanded in 2002 to include a much larger segment of our deposit base, benefiting both the customer and the Bank. We’ve taken major steps in 2002 to further expand and improve customer service and delivery channels. The initial groundwork has been laid to offer improved product and service delivery through image technology and the use of a wide area network. Our customers will begin to experience the benefits of this new technology early in 2003. We enter 2003, our 90th year in business, pleased with our past performance. And, we remain firmly committed to use all of our human and technological resources to continue to provide our customers with the best products and services available. John B. Morello Chairman 12 2002 Financial Report Dennis W. DiLazzero President MANAGEMENT REPORT Minotola National Bank (the “Bank”) is responsible for the preparation, integrity and fair presentation of its published consolidated financial statements as of December 31, 2002, and the year then ended. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and as such, include amounts, some of which are based on judgments and estimates of management. Management of the Bank is responsible for establishing and maintaining effective internal control over financial reporting presented in conformity with accounting principles generally accepted in the United States of America. This internal control contains monitoring mechanisms, and actions are taken to correct deficiencies identified. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. Management assessed the Bank’s internal control over financial reporting presented in conformity with accounting principles generally accepted in the United States of America as of December 31, 2002. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2002, Minotola National Bank maintained effective internal control over financial reporting presented in conformity with accounting principles generally accepted in the United States of America. Management is also responsible for compliance with the federal and state laws and regulations concerning dividend restrictions and federal laws and regulations concerning loans to insiders designated by the Federal Deposit Insurance Corporation as safety and soundness laws and regulations. Management assessed its compliance with the designated laws and regulations relating to safety and soundness. Based on this assessment, management believes that Minotola National Bank complied, in all significant respects, with the designated laws and regulations relating to safety and soundness for the year ended December 31, 2002. Dennis W. DiLazzero President Ava Wargo Chief Financial Officer 2002 Financial Report 13 INDEPENDENT AUDITOR’S REPORT The Board of Directors Minotola National Bank: We have examined management’s assertion, included in the accompanying Management Report, that Minotola National Bank and subsidiaries (the “Bank”) maintained effective internal control over financial reporting presented in conformity with both accounting principles generally accepted in the United States of America, including controls over the safeguarding of assets, as of December 31, 2002, based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Bank’s management is responsible for maintaining effective internal control over financial reporting. Our responsibility is to express an opinion on management’s assertion based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the internal control over financial reporting, testing and evaluating the design and operating effectiveness of the internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal control over financial reporting to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management’s assertion that Minotola National Bank maintained effective internal control over financial reporting presented in conformity with accounting principles generally accepted in the United States of America as of December 31, 2002, is fairly stated, in all material respects, based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Philadelphia, Pennsylvania January 31, 2003 14 2002 Financial Report INDEPENDENT AUDITOR’S REPORT The Board of Directors Minotola National Bank: We have audited the accompanying consolidated balance sheet of Minotola National Bank and subsidiaries as of December 31, 2002, and the related consolidated statements of income, stockholders’ equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements of Minotola National Bank as of December 31, 2001, were audited by other auditors who have ceased operations. These auditors expressed an unqualified opinion on those financial statements in their report dated February 1, 2002. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion. In our opinion, the 2002 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Minotola National Bank and subsidiaries as of December 31, 2002, and the results of its consolidated operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Philadelphia, Pennsylvania January 31, 2003 2002 Financial Report 15 C ONSOLIDATED B ALANCE S HEETS 2002 As of December 31 (In thousands, except per share data) ASSETS Cash and due from banks Interest-bearing deposits with other depository institutions Federal funds sold Cash And Cash Equivalents Investment securities available for sale, at fair value (cost: 2002–$90,000; 2001–$61,341) Investment securities held to maturity, at cost (fair value: 2002–$9,128; 2001–$12,046) Loans, net (loan loss reserves: 2002–$5,207; 2001–$4,953) Premises and equipment, net Accrued interest receivable Deferred taxes and other assets (deferred taxes: 2002–$1,820; 2001–$1,047) Total Assets LIABILITIES Noninterest-bearing deposits Interest-bearing deposits Total Deposits Federal funds purchased and other borrowed funds Accrued interest payable Accrued expenses and other liabilities Total Liabilities STOCKHOLDERS’ EQUITY Common Stock, par value $70 per share; authorized 52,000 shares; issued and outstanding: 2002–50,830 shares; 2001–50,730 shares Additional paid-in capital Accumulated other comprehensive income, net of taxes Retained earnings Total Stockholders’ Equity Total Liabilities And Stockholders’ Equity See notes to consolidated financial statements 16 2002 Financial Report $ $ $ $ 19,032 3 11,665 30,700 2001 $ 18,059 614 18,673 92,354 62,426 8,703 11,697 402,618 12,302 2,690 404,833 11,533 2,528 5,191 554,558 5,080 516,770 100,156 378,176 478,332 $ $ 731 4,996 484,059 89,349 344,816 434,165 13,900 829 4,478 453,372 3,558 1,083 1,554 64,304 70,499 554,558 3,551 966 716 58,165 63,398 516,770 $ C O N S O L I D AT E D S TAT E M E N T S O F I N C O M E 2002 For the years ended December 31 (In thousands, except per share data) INTEREST INCOME Loans Investment securities, taxable Investment securities, exempt from federal income tax Federal funds sold and other Total Interest Income $ INTEREST EXPENSE Deposits Federal funds purchased and other Total Interest Expense Net Interest Income Provision for loan losses Net Interest Income After Provision For Loan Losses OTHER INCOME Merchant services fees Service fees Other Total Other Income OTHER EXPENSES Salaries and wages Employee benefits Occupancy and equipment expenses Net realized losses on sale of securities Other operating expenses Total Other Expenses Income Before Income Taxes Provision for income taxes Net Income $ Earnings Per Common Share Weighted Average Shares Outstanding $ 29,575 3,912 120 274 33,881 2001 $ 31,975 4,706 125 271 37,077 8,606 38 8,644 13,347 132 13,479 25,237 300 24,937 23,598 400 23,198 4,025 1,345 1,103 6,473 4,810 1,388 948 7,146 8,516 2,114 2,705 163 5,709 19,207 12,203 7,522 1,865 2,437 51 6,409 18,284 12,060 4,159 8,044 4,123 7,937 158.45 50,765 $ $ 156.64 50,669 See notes to consolidated financial statements 2002 Financial Report 17 C ONSOLIDATED S TATEMENTS O F S TOCKHOLDERS ’ E QUITY Accumulated Additional Other Common Paid-in Comprehensive Stock Capital Income/(Loss) (In thousands, except per share data) Balance at December 31, 2000 $ Net income Change in unrealized gains on available for sale securities, net of taxes Total comprehensive income Issuance of common stock (85 shares) Cash dividends ($35.50 per share) Balance at December 31, 2001 $ 878 $ 2002 Financial Report $ 52,027 $ 6 $ 3,551 1,046 8,983 88 $ 966 94 $ 716 $ (1,799) 58,165 $ 8,044 838 8,882 117 124 (1,905) $ 3,558 $ 1,083 (1,799) 63,398 8,044 838 7 56,120 7,937 1,046 $ See notes to consolidated financial statements 18 (330) 7,937 Net income Change in unrealized gains on available for sale securities net of taxes Total comprehensive income Issuance of common stock (100 shares) Cash dividends ($37.50 per share) Balance at December 31, 2002 3,545 Total Retained Stockholders’ Earnings Equity 1,554 $ 64,304 (1,905) $ 70,499 C O N S O L I D A T E D S TA T E M E N T S O F C A S H F L O W S 2002 For the years ended December 31 (In thousands, except per share data) OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses Depreciation and amortization (Increase)decrease in accrued interest receivable Increase in other assets Decrease in accrued interest payable Increase(decrease) in other liabilities Net Cash Provided By Operating Activities $ 8,044 2001 $ 7,937 300 1,366 (162) (886) (98) 518 9,082 400 1,309 127 (1,413) (655) (1,081) 6,624 INVESTING ACTIVITIES Purchase of available for sale investment securities Sales and maturities of available for sale investment securities Maturities and calls of held to maturity investment securities Net decrease(increase) in loans Purchases of premises and equipment Sales of premises and equipment and other real estate Net Cash Used By Investing Activities (66,909) 37,879 2,980 1,915 (1,739) 333 (25,541) (27,520) 37,793 5,911 (44,321) (3,168) 374 (30,931) FINANCING ACTIVITIES Net increase in noninterest-bearing deposits Net increase interest-bearing deposits Net (decrease)increase in federal funds purchased and other Dividends paid Issuance of common stock Net Cash Provided By Financing Activities 10,807 33,360 (13,900) (1,905) 124 28,486 3,188 14,361 12,065 (1,799) 94 27,909 Net Increase In Cash And Cash Equivalents 12,027 3,602 Cash and cash equivalents at beginning of year Cash And Cash Equivalents At End Of Year $ 18,673 30,700 $ 15,071 18,673 SUPPLEMENTAL CASH FLOW DISCLOSURES Cash paid during the year for: Interest on deposits and borrowed funds Income taxes $ $ 8,740 4,796 $ $ 13,995 4,375 See notes to consolidated financial statements 2002 Financial Report 19 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 1. ACCOUNTING POLICIES Nature Of Operations Minotola National Bank (the “Bank”) was organized in 1913 as a nationally chartered commercial bank. The Bank provides a full range of banking services to individual and corporate customers in a competitive southern New Jersey environment. Minotola National Bank is regulated by various federal agencies and is subject to periodic examination by those regulatory authorities. Basis Of Financial Statement Presentation And Accounting Estimates The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of Minotola National Bank and its wholly owned subsidiaries, Lincoln Investment Company, Central Atlantic Leasing Corporation, and Central Atlantic Merchant Services, Inc. All intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to current year financial statement presentation. Investment Securities Debt securities are classified as held to maturity when the Bank has the positive intent and ability to hold the securities to maturity and are stated at amortized cost adjusted for amortization of premiums and accretion of discounts. Debt securities not classified as held to maturity are classified as available for sale, and are carried at fair value with unrealized gains and losses and temporary declines in value included in stockholders equity, net of taxes. Amortization and accretion, and interest and dividends, are included in interest income from investments. The cost of securities sold is based on the specific identification method. Realized gains and losses, and declines in value judged to be other-thantemporary, are included in net income as net gains or losses on sales of securities. Loans Loans are stated at the amount of unpaid principal, reduced by unearned discount and fees and a reserve for loan losses. Unearned interest on discounted loans is amortized to income over the life of the loans, using the interest method. For all other loans, interest is accrued on the outstanding principal balance and credited to operating income. Accrual of interest is generally discontinued when the collection of interest payments is doubtful. Once identified as a nonaccrual loan, the loan is not returned to accrual status until interest is received on a current basis and the other factors indicating doubtful collection cease to exist. When interest accruals are discontinued, interest credited to income in the current year is reversed, and interest accrued in the prior year is charged to the reserve for possible loan losses. 20 2002 Financial Report N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Reserve For Loan Losses The reserve for loan losses is maintained at a level that management considers adequate to provide for known and inherent losses, based upon an evaluation of various risks in the loan portfolio that includes an analysis of the composition of the portfolio, past loss experience, current economic conditions and other relevant factors. While management uses the best information available to make evaluations, such evaluations are highly subjective and future adjustments to the reserve may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, federal agencies, as an integral part of their examination process, periodically review the Bank’s reserve for loan losses. Such agencies may require the Bank to recognize additions to the reserve, based on their judgments about information available to them at the time of their examination. The reserve is increased by the provision for loan losses, which is charged to operations. Loan losses are charged directly against, and recoveries on previously charged-off loans are added to, the reserve. Premises And Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are carried at cost less accumulated amortization calculated using the straight-line method over the terms of the leases or the estimated useful lives of the assets, if shorter. The estimated useful lives are: Buildings Furniture, fixtures and equipment Leasehold improvements 15 to 40 years 5 to 15 years 3 to 10 years Major renewals and betterments are capitalized as part of the asset. Expenditures for maintenance and repairs are charged to operations as incurred. Other Real Estate Other real estate includes properties acquired through foreclosure or other proceedings and are initially recorded at the lower of the related loan balance or estimated fair value of the collateral at the date acquired. Thereafter, these assets are valued at the lower of the amount recorded at the date acquired or the then current market value. Market values are primarily estimated based upon appraisals. Balances of $70,000 and $371,000 at December 31, 2002 and 2001, respectively, are included in other assets in the consolidated balance sheets. Loan Servicing The Bank generally retains the right to service mortgage loans sold to others. The cost allocated to the mortgage servicing rights retained is recognized as a separate asset and is amortized in proportion to, and over the period of, estimated net servicing income. The mortgage servicing rights asset is periodically assessed for impairment, based upon risk characteristics of the underlying loans. The amount of impairment recognized, if any, is the amount by which the capitalized mortgage servicing rights exceed their fair value. Fair values are estimated using discounted cash flows based on current market rates of interest. 2002 Financial Report 21 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Income Taxes The Bank uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Stock Bonus Plan At December 31, 2002, the Bank has 1,170 shares of common stock available for issuance under an employee compensation plan. One hundred shares and eighty-five shares were issued in 2002 and 2001, respectively. Related compensation expense charged to operations was $124,000 and $94,000 in 2002 and 2001, respectively. Interest Rate Risk The Bank is engaged principally in providing first mortgage loans to commercial enterprises. At December 31, 2002, a majority of the Bank’s assets are assets that earn interest at adjustable interest rates. Those assets were funded primarily with short-term liabilities that have interest rates that vary with market rates over time. Generally, an interest rate sensitivity imbalance exists. For this reason, management regularly monitors the maturity structure of the Bank’s assets and liabilities in order to measure its level of interest rate risk and to plan for future volatility. Fair Values Of Financial Instruments Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 107, “Disclosures About Fair Values of Financial Instruments,” requires disclosure of fair value information about financial instruments, where practicable, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Bank. The following methods and assumptions were used by the Bank in estimating the fair value of its financial instruments: Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and short-term instruments approximate their fair values. Investment securities: 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 quoted market prices of comparable instruments. Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values approximate carrying values. The fair values of other loans and leases are estimated using discounted cash flow analyses, using interest rates currently being offered for loans and leases with similar terms to borrowers with similar credit quality. The carrying amount of accrued interest approximates its fair value. 22 2002 Financial Report N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Deposit liabilities: The fair values for deposits with no defined maturities are equal to their carrying amounts, which represent the amount payable on demand. The carrying amounts for variable-rate, fixedterm money market accounts approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Long-term borrowing: The fair values of the Bank’s long-term borrowings (other than deposits) are estimated using discounted cash flow analyses based on the Bank’s current incremental borrowing rates for similar types of borrowing arrangements. Off balance sheet instruments: Fair values for the Bank’s off balance sheet letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Fees generally are not charged to enter into unfunded loan commitments. Recent Accounting Pronouncements In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of LongLived Assets.” This Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of LongLived Assets and for Long-Lived Assets To Be Disposed Of.” However, the Statement retains the fundamental provisions of Statement 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used including long-term customer relationship intangible assets of financial institutions, such as depositor-relationship and borrower-relationship intangible assets and (b) measurement of long-lived assets to be disposed of by sale. This Statement supersedes the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations–Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of business. However, this Statement retains the requirement of Opinion 30 to report discontinued operations separately from continuing operations and extends that reporting to a component of an entity that either has been disposed of (by sale, by abandonment, or in distribution to owners) or is classified as held for sale. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after May 15, 2002, and interim periods within those fiscal years, with earlier application encouraged. The provisions of this Statement generally are to be applied prospectively. The adoption of this Statement did not impact the Bank’s earnings, financial condition or equity. 2002 Financial Report 23 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 2. INVESTMENT SECURITIES The following is a comparative summary of investment securities available for sale at December 31: In thousands 2002 U.S. Treasury securities and obligations of U.S. Government corporations and agencies Obligations of state and political subdivisions Mortgage-backed securities Other securities Total 2001 U.S. Treasury securities and obligations of U.S. Government corporations and agencies Obligations of state and political subdivisions Mortgage-backed securities Other securities Total Gross Gross Amortized Unrealized Unrealized Cost Gains Losses $ $ $ $ 35,702 5,567 17,260 31,471 90,000 13,760 4,491 12,735 30,355 61,341 $ $ $ $ Fair Value 372 $ 390 276 1,399 2,437 $ ( 83) $ (17) (5) (61) ( 83) $ 36,074 5,940 17,531 32,809 92,354 176 $ 174 268 758 1,376 $ (12) $ (34) (9) (236) (291) $ 13,924 4,631 12,994 30,877 62,426 The following is a comparative summary of investment securities to be held to maturity at December 31: In thousands 24 Gross Gross Amortized Unrealized Unrealized Cost Gains Losses 2002 Obligations of state and political subdivisions Total $ $ 8,703 8,703 $ $ 425 425 2001 Obligations of state and political subdivisions Total $ $ 11,697 11,697 $ $ 350 350 2002 Financial Report $ $ Fair Value $ $ 9,128 9,128 (1) $ (1) $ 12,046 12,046 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S The amortized cost and fair value of securities at December 31, 2002, by contractual maturity, are shown in the following table. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Available For Sale In thousands Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities Other securities Total Amortized Cost $ $ 6,032 $ 46,967 17,917 564 17,260 1,260 90,000 $ Fair Value 6,052 48,296 18,706 549 17,531 1,220 92,354 Held To Maturity Amortized Cost Fair Value $ 1,829 5,787 757 330 $ 1,877 6,104 801 346 $ 8,703 $ 9,128 The book values of securities pledged to secure borrowed and public funds, customer deposits, and for other purposes required by law were $2,009,000 at December 31, 2002, and $2,015,000 at December 31, 2001. Gross losses of $163,000 and $51,000 were realized on sales of available for sale securities in 2002 and 2001, respectively. 3. LOANS The following is a comparative summary of loans at December 31: 2002 In thousands Real estate Commercial and other Equipment leases Consumer credit Unearned discounts Loan loss reserves Total Carrying Amount $ $ 314,211 $ 63,583 25,341 8,920 412,055 (4,230) (5,207) 402,618 $ 2001 Fair Value Carrying Amount 322,989 $ 66,063 25,256 9,017 423,325 (4,230) (5,207) 413,888 $ 307,488 $ 75,778 19,182 11,245 413,693 (3,907) (4,953) 404,833 $ Fair Value 312,778 76,473 19,707 11,243 420,201 (3,907) (4,953) 411,341 2002 Financial Report 25 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S The following are changes in loan loss reserves for the years ended December 31: 2002 In thousands Balance at January 1 Provision charged to operations Recoveries Loans charged off Balance at December 31 $ 2001 4,953 $ 300 37 (83) 5,207 $ $ 4,716 400 28 (191) 4,953 Additional information related to impaired accrual and nonaccrual loans included in total loans at December 31 follows: In thousands Average recorded investment in impaired loans Impaired loans subject to a reserve for loan losses (reserve: 2002–$2; 2001–$2) Impaired loans requiring no reserve for loan losses Total impaired loans Impaired loans that are on a nonaccrual basis Interest income on impaired loans Interest income on impaired loans recorded on a cash basis Nonaccrual loans: Real estate Commercial and other Interest income that would have been recorded under original terms: Real estate Commercial and other 2002 2001 $ 391 $ 146 $ 255 $ 145 $ $ 255 255 $ $ $ $ 145 145 1 1 $ $ 1,746 288 $ $ 876 619 $ $ 97 28 $ $ 64 37 At December 31, 2002, the Bank did not have any commitments to lend additional funds to any borrowers whose loans have been placed on nonaccrual status. The expected remaining maturity or repricing of loans at December 31, 2002, is shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. In thousands Due in one year or less Due after one year through five years Due after five years Nonaccrual loans Total 26 2002 Financial Report Carrying Amount $ 91,061 285,441 33,519 2,034 $ 412,055 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 4. CONCENTRATIONS OF CREDIT RISK Concentrations of credit risk, whether on or off the balance sheet, exist in relation to certain groups of customers. A group concentration arises when a number of customers have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Bank’s business is concentrated in Cumberland, Atlantic and Gloucester counties in the State of New Jersey. A significant portion of the total loan portfolio is secured by real estate or other collateral located in these counties. While the Bank does not have a significant exposure to any individual customer, the ability of its customers to pay their credit is, to some extent, dependent upon the economy in the Bank’s market area. 5. LOAN SERVICING Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans at December 31 are summarized as follows: 2002 In thousands Mortgage loan portfolios serviced for: FNMA FHLMC Total $ $ 105,230 $ 1,197 106,427 $ 2001 88,411 1,267 89,678 Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in deposits, were approximately $36,000 and $54,000 at December 31, 2002 and 2001, respectively. Mortgage servicing rights in the amounts of $260,000 and $269,000 were capitalized during the years ended December 31, 2002 and 2001, respectively. The fair value of capitalized mortgage servicing rights was $459,000 at December 31, 2002, and $253,000 at December 31, 2001. The fair value of the mortgage servicing rights was estimated as the present value of the expected future cash flows using a discount rate of 6.26%. The Bank recognized amortization of mortgage servicing rights in the amounts of $54,000 and $16,000 in 2002 and 2001, respectively. Loans held for sale at December 31, 2002, were $3,178,000, and are included in net loans in the consolidated balance sheets. 2002 Financial Report 27 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 6. PREMISES AND EQUIPMENT The major classes of premises and equipment and the total accumulated depreciation and amortization as of December 31 follow: 2002 In thousands Land and premises Furniture, fixtures and equipment Leasehold improvements $ Less accumulated depreciation and amortization Total $ 2001 12,492 $ 5,899 771 19,162 6,860 12,302 $ 11,531 5,239 732 17,502 5,969 11,533 7. DEPOSITS The following is a comparative summary of deposits at December 31: 2002 In thousands Demand deposits, noninterest-bearing Demand deposits, interest-bearing Money market deposits Savings deposits Certificates of deposit and other Total Carrying Amount $ $ 100,156 $ 11,169 91,597 123,397 152,013 478,332 $ 2001 Fair Value Carrying Amount 100,156 $ 11,169 91,597 123,397 152,953 479,272 $ Fair Value 89,349 $ 3,129 91,196 92,927 157,564 434,165 $ 89,349 3,129 91,196 92,927 158,885 435,486 At December 31, 2002, deposits with balances greater than $100,000 totaled $155,899,000. The scheduled maturities of certificates of deposit and other at December 31, 2002, are as follows: Carrying Amount In thousands No stated maturity One year or less Over one year through three years Over three years Total 28 2002 Financial Report $ $ 1,220 130,027 20,204 562 152,013 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Interest expense on deposits for the years ended December 31 is summarized below: 2002 In thousands Interest-bearing checking Money market deposits Savings deposits Certificates of deposit and other Total $ $ 598 $ 593 2,265 5,150 8,606 $ 2001 875 1,144 2,353 8,975 13,347 On February 9, 2001, the Bank assumed the deposits of four branches of an unrelated financial institution. These deposits, totaling approximately $18,000,000, were acquired at a net premium of 4.55%, or approximately $822,000. The net deposit premium at December 31, 2002, of $422,000 is included in other assets in the consolidated balance sheets. Amortization is calculated over a period not to exceed 10 years and is included in other operating expenses. 8. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Bank’s deferred tax assets and liabilities at December 31 are as follows: 2002 In thousands Deferred tax assets: Loan loss reserve Depreciation Compensation Deposit premium amortization Loan origination costs REO reserve Capital loss carryforward $ Deferred tax liabilities: Originated mortgage service rights Prepaid expenses Deferred fee income Available for sale securities Other Net Deferred Tax Assets $ 2001 2,280 $ 212 241 118 32 2 122 3,007 2,166 180 249 154 33 46 (183) (70) (67) (800) (67) (1,187) 1,820 $ (101) (71) (75) (369) (1,165) (1,781) 1,047 2,828 2002 Financial Report 29 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Significant components of the provision for income taxes at December 31 are as follows: 2002 In thousands Current tax expense(benefit): Federal State $ Deferred tax expense(benefit): Federal State Total $ 2001 4,623 $ 740 5,363 3,531 695 4,226 (1,031) (173) (1,204) 4,159 $ (86) (17) ( 103) 4,123 9. BENEFIT PLANS The Bank’s qualified defined benefit pension plan covers substantially all employees. The benefits are based on years of service and the employees’ compensation during the last ten years of employment. At age 21 with one year of service, employees are generally eligible to participate in this noncontributory plan. The plan assets are invested primarily in mutual funds. The Bank’s funding policy provides that payments to the pension plan will be at least equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974. The entry-age normal method is used to determine the Bank’s contributions to the Plan. Pension expense in 2002 and 2001 was $190,000 and $215,000, respectively. The funded status of the plan at December 31 is as follows: 2002 In thousands Benefit obligation Estimated plan assets at fair value Under funded status $ Accrued benefit cost recognized Weighted-average assumptions used: Discount rate Expected rate of return Rate of compensation increase 2001 $ 3,506 $ 2,063 (1,443) $ 2,540 2,014 (526) $ 129 $ 289 7.00% 7.00% 5.00% 7.50% 7.50% 4.50% The Bank also has a 401(k) retirement savings plan. At age 21 with one year of service, employees are generally eligible to participate in this plan. Employees may contribute a minimum of 1% of annual salary. The Bank’s contribution is 25% of the first 4% of the employees’ contribution. Employees may 30 2002 Financial Report N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S choose among nine investment options and may change either investment allocations or the amount contributed. The employees’ contributions are immediately vested and the Bank’s contribution is vested after three years of service. In 2002 and 2001, the Bank’s contributions to the 401(k) retirement savings plan totaled $49,000 and $46,000, respectively. In 2002 and 2001, administration fees charged to operations totaled $22,000 and $20,000, respectively. 10. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Bank makes commitments to extend credit and issues standby letters of credit. Commitments to extend credit are agreements to lend to a customer. Generally, they have fixed expiration dates or termination clauses and may require payment of a fee. Many commitments expire without being drawn upon. The Bank evaluates each customer’s credit worthiness on a case-bycase basis. The type and amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the borrower. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 2002 and 2001, firm loan commitments approximated $85,126,000 and $100,721,000 and commitments under standby letters of credit approximated $12,503,000 and $8,515,000, respectively. No losses are expected should the Bank be required to fund these commitments. The fair value of the off balance sheet standby letters of credit is based on the fees received to enter into the agreements and represents what the Bank would have to pay to have another entity assume its obligations under the agreements. At December 31, 2002 and 2001, that amount approximated $188,000 and $128,000, respectively. The Bank generally does not charge a fee to enter into unfunded loan commitments. The unfunded commitments at December 31, 2002, if drawn upon, will be funded at current market rates. The Bank provides merchant services to its own customers as well as to customers of several other banks. These services include the processing of customer credit card transactions, sale and support of equipment and software used by the merchants to accept customer credit card transactions, and the related account settlement activities. During the normal course of business, transactions may be dishonored for various reasons resulting in chargebacks to the merchant. The Bank is exposed to credit risk arising from these activities. The risk is largely a function of merchant sales volumes, chargeback levels, credit/return levels and delayed delivery levels. Industry benchmarks and the Bank’s normal credit policies are used to evaluate merchant credit risk. In addition, merchants with chargeback activity exceeding 2% of monthly sales transaction volumes are reviewed and any action taken is determined on a case-by-case basis. During 2002, the Bank processed $527,447,000 in transactions. Reserves for estimated potential losses in connection with processed transactions were $921,000 and $936,000 at December 31, 2002 and 2001, respectively. 2002 Financial Report 31 N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S Operating expenses include rentals for bank premises of $101,000 in 2002 and $103,000 in 2001. At December 31, 2002, the Bank was obligated under two noncancelable leases for premises. These leases, which are for twenty and ten year terms with renewal provisions, are operating leases. Minimum annual rental payments under the terms of these leases are as follows: 2003 2004 2005 2006 2007 2008 and thereafter Total $ $ 99,160 99,160 99,160 99,160 99,160 211,413 707,213 There are no material legal proceedings to which the Bank or any of its subsidiaries is a party to, or to which any of their property is subject, other than proceedings routine to the business of the Bank and its subsidiaries. 11. REGULATORY MATTERS The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets (as those terms are defined in the regulations). Management believes, as of December 31, 2002, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 2002, the most recent notification from the Office of the Controller of the Currency categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain certain minimum total risk-based, Tier 1 riskbased, and Tier 1 leverage ratios. There are no conditions or events since that notification that management believes have changed the institution’s category. 32 2002 Financial Report N O T E S T O C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S The minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios required by regulation are set forth in the table below. The Bank’s actual capital amounts and ratios at December 31 are also presented in the table. There were no deductions from capital for interest rate risk in 2002 or in 2001. Actual: Dollars in thousands 2002 Total Capital (to Risk Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to Average Assets) 2001 Total Capital (to Risk-Weighted Assets) Tier 1 Capital (to Risk-Weighted Assets) Tier 1 Capital (to Average Assets) Amount Ratio To Be Well Capitalized Under For Capital Prompt Corrective Adequacy Purposes: Action Provisions: Amount Ratio Amount Ratio $ 78,644 15.88% $ 68,437 14.76% $ 68,437 12.23% ≥$ 32,958 ≥$ 16,479 ≥$ 22,382 ≥8.0% ≥4.0% ≥4.0% ≥$ 41,197 ≥10.0% ≥$ 24,718 ≥ 6.0% ≥$ 27,978 ≥ 5.0% $ 67,165 14.66% $ 62,212 13.58% $ 62,212 12.09% ≥$ 33,291 ≥$ 16,645 ≥$ 20,580 ≥8.0% ≥4.0% ≥4.0% ≥$ 41,613 ≥10.0% ≥$ 24,968 ≥ 6.0% ≥$ 25,725 ≥ 5.0% 12. RELATED PARTY TRANSACTIONS In the ordinary course of business, the Bank makes loans to its directors, officers and employees, and their related interests. At December 31, 2002 and 2001, these loans amounted to approximately $5,462,000 and $6,159,000, respectively. The Bank is obligated under a noncancelable lease for premises held by a partnership controlled by certain directors of the Bank. Annual rent paid under this lease is approximately $40,000 and is included in other operating expenses. In addition, legal fees are incurred by the Bank in the ordinary course of business, some of which are paid to a law firm that employed a family member of an executive officer of the Bank, and to a law firm in which a director and significant shareholder has an ownership interest. Legal fees paid to these law firms during 2002 were approximately $335,000. 2002 Financial Report 33 PROVIDING MORE VALUE TO CUSTOMERS Central Atlantic Leasing helped William B. Kessler Memorial Hospital acquire state-of-the-art radiology equipment. One constant over the past 90 years has been Minotola National Bank’s ability to consistently deliver More Value, in terms of both products and services. The Bank has become the hallmark for strong, locally owned and operated community banks. Through nine decades of operation, Minotola National Bank has been a wellcapitalized, solid earner with a focus on customer service. Left to right: Dorothy R. Berenato Chairperson, Board of Directors Bernard Neff, M.D. Director of Radiology Warren E. Gager President/CEO Louis L. Petrini President Craig DeGenova Assistant Vice President Minotola National Bank provides financing and banking services to Vineland-based ChemGlass, maker of specialized scientific and laboratory glassware. Left to right, front row: Jeffrey Taylor, Assistant Vice President Rich Brainard, Lamp Worker Donna Marciano, Branch Manager Susan Toulson, Controller Back row: Philip Surdam, Secretary David Surdam, Vice President Minotola National Bank financed the construction of this Friendly’s restaurant in Upper Deerfield, due to open in Spring 2003. 34 The plan for the future is to carefully blend traditional values, which remain an integral part of the Minotola National Bank culture, with innovative products and services. Technology offers a world of new and exciting possibilities, making more products and services available than could previously be imagined. Check imaging, new statement delivery options including email and CD-ROMs, “smart” debit cards and other advanced services, are on pace to launch in the coming months. Equally important to the growth of Minotola National Bank is the continued development of its “brick and mortar” branch network to better serve each of its communities. Toward that end, additional facilities are planned for Millville, Upper Deerfield and Hammonton. There is an old adage that states, “The only thing that does not change is the need for innovative change.” Minotola National Bank remains focused on its customers and committed to providing products to meet their needs. Minotola National Bank provides personalized banking and lending services to help keep Massarelli Lawn Ornaments on top of the stone masonry and garden accessories industry. Left to right: Louis L. Petrini Regional Vice President, Minotola National Bank Mario Massarelli President, Massarelli Lawn Ornaments Minotola National Bank financed the construction of this 80,000 square foot facility for Garden State Bulb, an importer and wholesaler of flower bulbs from around the world. Minotola National Bank provides lending and leasing services to Millville-based plastics manufacturer Toco Products so they can acquire equipment like this advanced injection molding machine. Left to right: Louis L. Petrini, President, Central Atlantic Leasing Wilam Tekelenburg, Secretary, Toco Products Peter Bertram, Vice President, Minotola National Bank Tony Tekelenburg, Vice President, Toco Products Craig DeGenova, Assistant Vice President, Central Atlantic Leasing 35 E XECUTIVE OFFICERS John B. Morello, Board Chairman Michael D. Capizola, Vice Chairman Dennis W. DiLazzero, President William R. Plick, Executive Vice President Edith M. Taylor, Senior Vice President, Chief Operating Officer Ava Wargo, Senior Vice President, Chief Financial Officer John A. O’Connor, Senior Vice President V ICE P RESIDENTS Charles Andaloro Fred Angelo Robert Baldissero Peter Bertram Joseph J. Dafcik Margaret Harkins John F. Hawkins Joseph A. Landi Donna Leemon Anthony Mortellite Louis L. Petrini Nicholas Scardino A SSISTANT V ICE P RESIDENTS Charles R. Biondi Brian A. Busnardo Michael C. Capizola Tammy L. Crowell Cathi D. Ingraham Michael A. Milano George Morgan Caroline Rambone Gregory P. Sawyers Todd R. Sciore Jeffrey Taylor Melanie Venuto A SSISTANT C ASHIERS Julie Massaro Allen Christy Bryant Kimberley S. Castellini Alice Garton Michael Harris Linda Hendricks Lynn Hoban Debbie Holman Rosana Kastorsky Tracy Kozlowski Madeline Lopez-Rodriguez Donna Marciano Emmett Marra Patricia Miller Joni Rogers Jayne M. Rosmini Oswald Schumacher Cara Stewart Thomas St. John Kathleen M. Waugh Denise Zemanik I NTERNAL A UDITORS Scott E. Leri, Vice President, Senior Auditor Patricia M. Perry, Auditor Donovan Hawse, Auditor M INOTOLA N ATIONAL B ANK G LASSBORO A DVISORY B OARD Joseph J. Bennis Corporate Secretary/ Treasurer, Joseph Fazzio, Inc. Chris Fazzio President, Joseph Fazzio, Inc. Andrew Roesler CPA Margaret Tannenbaum Retired Rowan University Professor, Owner/Operator, Evergreen Book Store Jerry Villecco President/Owner, Glassboro Lumber