FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
--------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------ -----------------
Commission file number 0-14294
Greater Community Bancorp
--------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-2545165
--------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
55 Union Boulevard, Totowa, New Jersey 07512
--------------------------------------------------------------------------
(Address of principal executive offices)
(973) 942-1111
--------------------------------------------------------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common stock $0.50 par value -
7,004,831 shares at October 31, 2002.
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheet at
September 30, 2002 (unaudited) and December 31, 2001.......... 3
Consolidated Statements of Income (unaudited)
Three and Nine months ended
September 30, 2002 and 2001 ...................................4
Consolidated Statements of Changes in Shareholders'
Equity (unaudited)
Nine Months ended September 30, 2002 and 2001..................5
Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30, 2002 and 2001..................6
Notes to Consolidated Financial Statements (unaudited)............7
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................10
Item 3 - Quantitative and Qualitative Changes Regarding Market Risk.....19
Item 4 - Controls and Procedures........................................19
PART II - OTHER INFORMATION
Items 1 through 6......................................................20
Signatures................................................................21
Certifications............................................................22
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
September 30, December 31,
2002 2001
---------- ---------------
ASSETS (Unaudited)
CASH AND DUE FROM BANKS-Non-interest-bearing $ 32,325 $ 23,297
FEDERAL FUNDS SOLD 21,890 23,700
-------- --------
Total cash and cash equivalents 54,215 46,997
DUE FROM BANKS - Interest-bearing 11,262 13,877
SECURITIES:
Available-for-sale, at fair value 180,249 150,212
Held-to-maturity, at amortized cost
(Fair values $3,299 and $1,657) 3,346 1,694
-------- ---------
183,595 151,906
LOANS 432,644 412,791
Less - Allowance for loan losses (6,805) (6,320)
Unearned income (3,890) (2,221)
-------- ---------
Net loans 421,949 404,250
PREMISES AND EQUIPMENT, net 7,267 6,905
ACCRUED INTEREST RECEIVABLE 3,498 3,214
BANK OWNED LIFE INSURANCE 12,297 11,837
GOODWILL 11,574 11,574
OTHER ASSETS 13,300 10,279
-------- ---------
Total assets $718,957 $660,839
======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Non-interest-bearing $139,505 $120,838
Interest-bearing 143,621 128,882
Savings 93,368 67,458
Time Deposits less than $100 121,890 132,599
Time Deposits $100 and over 33,561 34,846
-------- --------
Total deposits 531,945 484,623
FHLB ADVANCES 80,000 70,000
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 19,632 22,347
ACCRUED INTEREST PAYABLE 1,920 2,799
OTHER LIABILITIES 11,577 11,958
GUARANTEED PREFERRED BENEFICIAL INTEREST
IN THE COMPANY'S SUBORDINATED DEBT 24,000 23,000
-------- ---------
Total Liabilities 669,074 614,727
-------- ---------
SHAREHOLDERS' EQUITY
Common Stock, par value $0.50 per share:
20,000,000 shares authorized, 7,033,762
and 6,708,402 shares outstanding 3,510 3,354
Additional paid-in capital 42,917 38,040
Retained earnings 219 2,321
Accumulated other comprehensive income 3,237 2,397
--------- ----------
Total shareholders' equity 49,883 46,112
--------- ----------
Total liabilities and shareholders' equity $718,957 $660,839
========= ==========
(See notes to Consolidated Financial statements)
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- --------------
2002 2001 2002 2001
---- ---- ---- ----
INTEREST INCOME
Loans, including fees $8,113 $8,082 $24,012 $24,009
Securities 2,114 2,203 6,202 6,523
Federal Funds sold and deposits with banks 216 501 730 1,880
------- ------ ------- -------
Total interest income 10,443 10,786 30,944 32,412
------- ------ ------- -------
INTEREST EXPENSE
Deposits 1,961 3,468 6,161 10,900
Short-term borrowings 1,156 1,156 3,331 3,442
Long-term borrowings 507 575 1,657 1,725
------ ------ ------ -------
Total interest expense 3,624 5,199 11,149 16,067
------ ------ ------- -------
NET INTEREST INCOME 6,819 5,587 19,795 16,345
PROVISION FOR LOAN LOSSES 223 221 661 636
------ ------ ------ -------
Net interest income after
provision for loan losses 6,596 5,366 19,134 15,709
OTHER INCOME
Service charges on deposit accounts 628 630 1,829 1,781
Other commissions and fees 155 147 562 550
Gain on sale of securities 122 49 567 103
Trading revenues - - (9) -
Gain on sale of lease financing receivable 155 257 924 848
Bank-owned life insurance 151 148 460 467
All other income 255 212 843 666
------ ------ ----- -----
1,466 1,443 5,176 4,415
OTHER EXPENSES
Salaries and employee benefits 2,858 2,462 8,308 7,216
Occupancy and equipment 821 767 2,407 2,327
Regulatory, professional and other fees 458 334 1,423 1,110
Computer services 114 117 311 315
Amortization of intangible assets - 194 - 583
Write-off of deferred issuance costs 1,022 - 1,022 -
Office expense 261 253 891 768
All other operating expenses 881 589 2,304 1,694
------ ------ ------- ------
Total other expenses 6,415 4,716 16,666 14,013
------- ------ ------- -------
Income before income taxes 1,647 2,093 7,644 6,111
PROVISION FOR INCOME TAXES 470 707 2,334 2,075
------- ------ ------- ------
NET INCOME $1,177 $1,386 $5,310 $4,036
======= ====== ======= ======
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic 7,027 6,959 7,035 6,963
======= ====== ======= ======
WEIGHTED AVERAGE SHARES OUTSTANDING - Diluted 7,485 7,280 7,455 7,239
======= ====== ======= ======
NET INCOME PER SHARE - Basic $ 0.17 $ 0.20 $ 0.75 $ 0.58
======= ====== ======= ======
NET INCOME PER SHARE - Diluted $ 0.16 $ 0.19 $ 0.71 $ 0.56
======== ====== ======= ======
(See notes to Consolidated Financial Statements)
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands, Unaudited)
Nine Months ended September 30, 2002
Accumulated
Additional Other Total
Common Paid in Retained Earnings Comprehensive Shareholders' Comprehensive
Stock Capital Income Equity Income
Balance January 1, 2002 $3,354 $38,040 $2,321 2,397 $46,112 -
Net Income 5,310 5,310 $ 5,310
5% stock dividend 168 5,266 (5,434) -
Exercise of stock options 19 339 358
Issuance of common
stock for dividend
reinvestment plan - - -
Cash dividends (1,978) (1,978)
Other comprehensive income, net
of reclassification, taxes and
adjustments 840 840 840
------
Total comprehensive income $6,150
------
Retirement of treasury stock
(31) (728) (759)
------- --------- ----------- --------- -------
Balance, September 30, 2002 $3,510 $42,917 $ 219 $ 3,237 $49,883
-------- --------- - ----------- - --------- -------
Nine Months ended September 30, 2001
Accumulated
Additional Other Total
Common Paid-in Retained Comprehensive Shareholders' Comprehensive
Stock Capital Earnings Income Equity Income
----- ------- -------- ------ ------ ------
Balance January 1, 2001 $3,159 $34,178 $2,069 825 $40,231 -
Net Income 4,036 4,036 $ 4,036
5% stock dividend 157 3,495 (3,652) -
Exercise of stock options 2 20 22
Issuance of common
Stock for dividend
reinvestment plan 20 390 410
Cash dividends (1,600) (1,600)
Other comprehensive income, net
of reclassification, taxes and
adjustments 1,699 1,699 1,699
-------
Total comprehensive income $5,735
------
Repurchase and Retirement of
treasury stock (23) (453) (476)
--- ---- --- ----- -------- --------- --------
Balance, September 30, 2001 $3,315 $37,630 $853 $ 2,524 $44,322
-------- --------- - ----- - --------- -------
(See notes to Consolidated Financial Statements)
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended
September 30,
2002 2001
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,310 $ 4,036
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 942 1,582
Amortization of premiums on securities, net 722 9
Gain on sale of securities, net (567) (103)
Trading assets 9 -
Gain on sale of assets (124) -
Provision for loan losses 661 636
(Increase) decrease in accrued interest receivable (284) 742
(Increase) in other assets (3,481) (2,530)
Increase (decrease) in accrued interest payable
and other liabilities (1,709) 4,024
-------- --------
Net cash provided by operating activities 1,479 8,396
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Available-for-sale securities -
Purchases (112,135) (97,882)
Sales 20,986 8,377
Maturities and principal paydowns 61,698 69,032
Held-to-maturity securities -
Purchases (2,099) -
Maturities 449 1,547
Net decrease (increase) in interest-bearing deposits
with banks 2,615 (9,640)
Net increase in loans (17,699) (27,093)
Capital expenditure (1,304) (872)
-------- --------
Net cash used in investing activities (47,489) (56,531)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts 47,322 17,932
(Decrease) increase in repurchase agreements (2,715) 2,207
Advances in FHLB borrowings 10,000 20,000
Proceeds from issuance of subordinated debt 24,000 -
Redemption of subordinate debt (23,000) -
Dividends paid (1,978) (1,600)
Proceeds from exercise of stock options 358 22
Proceeds from issuance of common stock - 410
Purchase of treasury stock (759) (476)
-------- ---------
Net cash provided by financing activities 53,228 38,495
-------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 7,218 (9,640)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 46,997 56,292
------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $54,215 $46,652
======= ========
(See notes to Consolidated Financial Statements)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In the opinion of management, these unaudited condensed financial statements
contain all disclosures which are necessary to present fairly the Company's
consolidated financial position at September 30, 2002, the consolidated results
of operations for three months and nine months ended September 30, 2002 and 2001
and cash flows for nine months ended September 30, 2002 and 2001. The financial
statements reflect all adjustments (consisting solely of normal recurring
adjustments) which in the opinion of management are necessary in order to
present fairly the financial position and results of operations for the interim
periods. Certain information and footnote disclosure normally included in
financial statements under generally accepted accounting principles have been
condensed or omitted pursuant to the Securities and Exchange Commission rules
and regulations. These financial statements should be read in conjunction with
the annual financial statements and notes thereto included in Form 10-K for the
fiscal year ended December 31, 2001.
Dividend
During September 2002, the Company's Board of Directors declared a cash dividend
of 10.0 cents ($.10) per share, payable on October 31, 2002 to shareholders of
record on October 15, 2002.
On April 16, 2002, the Company's Board of Directors declared a 5% stock dividend
on the Company's common stock. The record date of the dividend was July 12, 2002
and the issue date was July 31, 2002. Accordingly, on July the Company issued
334,774 shares of common stock. As a result of the stock dividend, the Company
increased its outstanding common shares to 7,033,762 at July 31, 2001. The share
and per share information in this Form 10-Q has retroactively been restated to
reflect the 5% stock dividend.
EARNINGS PER SHARE COMPUTATION
The Company's reported diluted earnings per share of $0.71 and $0.56 for the
nine-month periods and $0.16 and $0.19 for the three-month periods ended
September 30, 2002 and 2001, respectively, both take into consideration the
dilutive effects of the Company's outstanding common stock equivalents, namely
stock options.
TRADING ASSETS
During the first quarter 2002, the Company opened a trading account for selected
investment securities. These debt or equity securities are held for resale and
classified as trading account securities and reported at fair value. Realized
and unrealized gain or losses are recorded in other income as trading revenue.
As of September 30, 2002, the Company did not have any securities designated as
trading.
NEW ACCOUNTING PRONOUNCEMENTS
On June 29, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Intangible Assets. These statements
have resulted in significant modifications relative to the Company's accounting
for goodwill and other intangible assets. SFAS No. 141 requires that all
business combinations initiated after June 30, 2001 must be accounted for under
the purchase method of accounting. SFAS No. 141 was effective upon issuance.
SFAS No. 142 modifies the accounting for all purchased goodwill and intangible
assets. SFAS No. 142 includes requirements to test goodwill and indefinite lived
intangible assets for impairment rather than amortize them. SFAS No. 142 is
effective for fiscal years beginning after December 31, 2001.
The Company adopted SFAS No. 142 on January 2, 2002 and has stopped amortizing
goodwill, thereby eliminating annual amortization expense of approximately
$778,000.
The Company completed the first step of the goodwill transitional impairment
test as of January 1, 2002. Management did not identify any impairment on its
outstanding goodwill.
The following table presents a reconciliation of net income and earnings per
share amounts, as reported in the financial statements, to those amounts
adjusted for goodwill and intangible asset amortization determined in accordance
with the provisions of SFAS 142.
For the three months For the nine months
(in thousands except for earnings per share amounts) Ended September 30, Ended September 30,
- ----------------------------------------------------- ------------------- -------------------
2002 2001 2002 2001
---- ---- ---- ----
Reported net income $ 1,177 $ 1,386 $ 5,310 $ 4,036
Addback: goodwill amortization - 194 - 583
Adjusted net income $ 1,177 $ 1,580 $ 5,310 $ 4,619
------- ------- ------- -------
Basic earnings per share
Reported basic earnings per share $0.17 $0.20 $0.75 $0.58
Goodwill amortization - 0.03 - 0.08
Adjusted basic earnings per share $0.17 $0.23 $0.75 $0.66
----- ----- ----- -----
Diluted earnings per share
Reported diluted earnings per share $0.16 $0.19 $0.71 $0.56
Goodwill amortization - 0.03 - 0.08
Adjusted diluted earnings per share $0.16 $0.22 $0.71 $0.64
----- ----- ----- -----
ISSUANCE & REDEMPTION OF TRUST PREFERRED SECURITIES
On June 28, 2002, the Company issued through its subsidiary GCB Capital Trust
II, 2,300,000 Trust Preferred Securities, $10 face value for a total proceeds of
$23 million. Subsequently, on July 9, 2002, the underwriters exercised the
option to purchase an additional 100,000 securities to cover the over-allotment
at the face value of $10 for total proceeds of $1.0 million. The securities have
an annual distribution rate of 8.45% payable at the end of each calendar
quarter. The securities mature on June 30, 2032 but are callable at the option
of the Company on or after June 30, 2007.
On July 8, 2002, the Company used the net proceeds from the above transaction to
call the 920,000 shares of 10% Trust Preferred Securities, $25 face value,
issued by the Company in May, 1997. Upon redemption of the 10% Trust Preferred
Securities, the Company wrote-off the associated unamortized issuance cost of
$674,000 after tax, through a charge to its statement of income.
The Financial Accounting Standards Board (FASB) issued SFAS No. 147,
Acquisitions of Certain Financial Institutions: An amendment of FASB Statements
No. 72 and 144 and FASB Interpretation No 9, which removes acquisitions of
financial institutions from the scope of SFAS 72, Accounting for Certain
Acquisitions of Banking or Thrift Institutions, except for transactions between
mutual enterprises. SFAS No. 147 also requires that the acquisition of a
less-than-whole financial institution, such as a branch, be accounted for as a
business combination if the transferred assets and activities constitute a
business. The provisions of the SFAS No. 147 related to unidentifiable
intangible assets and the acquisition of a less-than-whole financial institution
are effective for acquisitions for which the date of acquisition is on or after
October 1, 2002. Management does not anticipate the adoption of SFAS No. 147 to
have a material impact on the Company's financial position or results of
operations.
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
The following discussion and analysis of the Company's consolidated financial
condition as of September 30, 2002 and the results of operations for the three-
and nine-month periods ended September 30, 2002 and 2001 should be read in
conjunction with the consolidated financial statements, including notes thereto,
included in the Company's latest annual report on Form 10-K for the fiscal year
ended December 31, 2001, and the other information therein. The consolidated
balance sheet as of September 30, 2002 and the statements of operations and cash
flows for the nine months ended September 30, 2002 and 2001 are unaudited but
include, in the opinion of the management, all adjustments considered necessary
for a fair presentation of such data. As used herein, the term "Company" refers
to Greater Community Bancorp and subsidiaries, the term "Subsidiary Banks"
refers to Greater Community Bank (GCB), Bergen Commercial Bank (BCB) and Rock
Community Bank (RCB), and the term "Trust" refers to GCB Capital Trust and GCB
Capital Trust II. Unless otherwise indicated, data is presented for the Company
and its Subsidiaries in the aggregate. Unless otherwise indicated, all dollar
figures in the tables below, except for per share data, are set forth in
thousands.
PURPOSE OF DISCUSSION AND ANALYSIS
The purpose of this analysis is to provide you with information relevant to
understanding and assessing the Company's financial condition and results of
operations for the three months and nine months ended September 30, 2002. In
order to appreciate this analysis more fully you are encouraged to review the
consolidated financial statements and statistical data presented in this report
and in the MD&A section of the Company's Form 10-K for the year ended December
31, 2001.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Form 10-Q, both in this MD&A section and elsewhere, includes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are not historical facts. They
include expressions about management's confidence and strategies and its
expectations about new and existing programs and products, relationships,
opportunities, technology and market conditions. These statements may be
identified by an asterisk (*) or such forward-looking terminology as "expect",
"look", "believe", "anticipate", "may", "will" or similar statements or
variations of such terms. Such forward-looking statements involve certain risks
and uncertainties. These include, but are not limited to, the ability of the
Company's Subsidiary Banks to generate deposits and loans and attract qualified
employees, the direction of interest rates, continued levels of loan quality and
origination volume, continued relationships with major customers including
sources for loans, as well as the effects of economic conditions, legal and
regulatory barriers and structure, and competition. Actual results may differ
materially from such forward-looking statements. The Company assumes no
obligation for updating any such forward-looking statement at any time.
Business Overview
The Company is registered with the Federal Reserve Board as a financial holding
company. Its primary business is banking, which it conducts in northern New
Jersey through its three wholly-owned New Jersey Subsidiary Banks.
The Company is a diversified financial services company operating retail
banking, securities brokerage, and equipment leasing businesses that provide
products and services in the Company's primary geographic markets in northern
counties of New Jersey and expanding. Through Highland Capital Corp., one of the
Company's wholly-owned nonbank subsidiaries, the Company is also engaged in the
business of leasing equipment to small and mid-size businesses. Another
wholly-owned nonbank subsidiary, Greater Community Financial, L.L.C., engages in
the business of securities broker-dealer.
Financial services providers as of late are challenged by intense competition,
changing customer demands, increased pricing pressures and the ongoing impact of
deregulation. This is more so for traditional loan and deposit services due to
continuous competitive pressures as both banks and non-banks compete for
customers with a broad array of banking, investments and capital market
products.
The Company has made an effort to meet these challenges by providing highly
focused personalized customer service, which provides a basis for differential
in today's environment where banks and other financial service providers target
the same customer. To leverage new technology, the Company responded with the
formation of e-commerce services through the World Wide Web. As a result, an
Internet banking product was introduced for retail customers. The Company
launched a cash management product through its internet banking for its
commercial customers as well.
The Company's expansion of its branch network into Morris County, New Jersey
early in 2002 was well-received and encourages our further expansion into that
county. The Company's funding strategy, based on remixing of deposits toward
lower cost core deposits, has been equally successful.
EARNINGS SUMMARY
Net income for the first nine months of 2002 was $5.3 million or $0.71 per
diluted share, a 31.6% increase over $4.0 million or $0.56 per diluted share
earned in the first nine months of 2001.
Net Income for the third quarter of 2002 was $1.2 million or $0.16 per diluted
share, a 15.1% decrease from $1.4 million or $0.19 per diluted share earned in
the third quarter of 2001.
The increase in net income for the nine-month period ending September 30, 2002,
was in large part due to decreasing yields on paying liabilities. The earnings
for the three-month period were impacted by the write-off of the unamortized
deferred issuance costs associated with 1997 trust preferred securities redeemed
on July 8, 2002. The write-off amounted to a charge of $674,000 net of taxes and
is reflected in the statement of income for the nine- and three-month periods
ending September 30, 2002
The annualized returns on average equity (ROE) and average assets (ROA) for the
first nine months of 2002 were 16.5% and 1.17%, respectively, compared with
14.6% and 0.97% for the same period in the prior year excluding the amortization
of goodwill of $583,000. For the third quarter of 2002, the ROE and ROA were
9.5% and 0.67%, respectively, compared with 12.8% and 0.85% for the prior year
third quarter.
Net Interest Income
Nine-Month Comparison: Net interest income is the largest source of the
Company's operating income. Net interest income for the nine months ended
September 30, 2002 increased by $3.4 million (21.1%) to $19.8 million from $16.3
million for the nine months ended September 30, 2001. In spite of the increase
in average earning assets, total interest income decreased 4.5% to $30.9
million, while total interest expense decreased 30.6% to $11.1 million. Interest
income on loans was almost unchanged while the interest income on investment
securities and federal funds sold and deposits with other banks decreased by
$321,000 and $1.1 million, respectively. All of the above decreases are a direct
result of declining yields.
Three Month Comparison: Net interest income for the three months ended September
30, 2002 increased by $1.2 million (22.9%) to $6.8 million compared to the three
months ended September 30, 2001. Although total interest income for the period
decreased by $343,000 to $10.4 million, the decrease was substantially offset by
a decrease of $1.6 million (30.3%) in interest paid on liabilities. Interest
income on loans increased slightly while the interest income on federal funds
sold and deposits with other banks decreased by $285,000 due to a combination of
decreases in quarterly average balance and yield. Interest income on investment
securities decreased by $89,000 as a result of declining yields.
The Company's net interest margin increased by 52 basis points to 4.11%,
compared with 3.59% in the same period of the prior year. This was a result of
lower cost of funds and an asset-liability maturities mix that was positioned to
benefit from regulatory easing of interest rates in 2001.
Other Income
Non-interest income continues to represent a considerable source of income for
the Company. Excluding the gain on sale of securities of $567,000, total
non-interest income increased by $297,000 to $4.6 million for the nine months
ended September 30, 2002, compared to the same period in 2001. For the third
quarter, other income decreased by $50,000 (also excluding the gain on sale of
investment securities of $122,000), compared to the third quarter of 2001. The
increase for the nine months ended September 30, 2002 is primarily attributable
to increases in all other income which included the gain on sale of credit card
portfolio and leasing income. The decrease for the third quarter of 2002 is
primarily related to the decrease in leasing income.
Other Expenses
Total other expenses increased by $2.7 million (18.9%) to $16.7 million, for the
nine months ended September 30, 2002 compared to the same period in 2001. Total
other expenses increased by $1.7 million (36.0%) to $6.4 million for the three
months ended September 30, 2002 over the same period in 2001.
The largest component of other expenses, salaries and employee benefits,
increased by $396,000 (16.1%) to $2.9 million, and by $1.1 million (15.1%) to
$8.3 million, for the three months and nine months ended September 30, 2002,
respectively, over the comparable 2001 periods. These increases represent
general salary increases and increases in health benefits costs.
The second largest component of other expenses, occupancy and equipment expense,
increased by $54,000 (7.0%) and $80,000 (3.4%) for the three months and nine
months ended September 30, 2002, respectively, over the comparable 2001 periods.
The majority of such increases are related to an increase in rental expense
resulting from the addition of a bank branch in 2002.
As a result of the adoption of SFAS No. 142, amortization of goodwill was
eliminated, therefore, eliminating the charges of $194,000 and $583,000 during
the three- and nine-month periods ending September 30, 2001.
In July 2002, the Company redeemed 10% Trust Preferred securities issued by the
Company in May, 1997. Upon redemption of these securities, the Company wrote off
the associated unamortized deferred issuance costs totaling $1.0 million, before
taxes.
All other operating expenses for the third quarter of 2002 increased by $292,000
compared to the third quarter of 2001. All other operating expenses for the nine
months ended September 30, 2002 were $610,000 higher than for the first nine
months of 2001. The increases in all other operating expenses are in part due to
the growth of the Company.
Provision for Loan Losses
The provision for loan losses increased moderately for both the three and nine
months ended September 30, 2002, relative to the same periods of 2001. The
increases are primarily due to the increase in total non-performing asset
levels.
Provision for Income Taxes
The provision for income taxes for the three and nine months ended September 30,
2002 was $470,000 and $2.3 million, a 28.5% and 30.5% effective tax rate,
compared to $707,000 and $2.1 million, a 33.8% effective tax rate, for the same
periods in 2001, respectively.
The decreases in the effective tax rate for the three- and nine- month periods
are attributable to the tax advantageous bank-owned life insurance income, and
the elimination of non-deductible goodwill amortization.
FINANCIAL CONDITION
ASSETS
Between December 31, 2001 and September 30, 2002 total assets increased by $58.1
million to $719.0 million. The majority of the increase is attributable to the
growth of the Company, particularly in loans, cash and cash equivalents, and
investment securities.
Loans -- Asset Quality and Allowance for Possible Loan Losses
Gross loans increased from December 31, 2001 to September 30, 2002 by $19.9
million to $432.6 million. Such increase resulted primarily from internal growth
in the commercial and lease financing receivables.
The following table reflects the composition of the gross loan portfolio as of
September 30, 2002 and December 31, 2001.
September 30, December 31,
2002 2001
----- ----
Loans secured by Residential Properties
One-to-four family $146,217 $ 146,450
Multifamily 13,221 13,039
Loans secured by nonresidential properties 194,215 181,959
Loans to individuals 6,748 8,491
Commercial loans 34,439 38,467
Construction loans 18,466 14,054
Lease financing receivable 18,258 8,688
Other loans 1,080 1,643
-------- -------
Total gross loans $432,644 $412,791
======== ========
Nonperforming Assets
Nonperforming assets include nonaccrual loans, loans greater than 90 days and
accruing and other real estate owned (OREO). At September 30, 2002, total
nonperforming assets totaled $3.6 million (0.84% of total gross loans),
increased from $2.1 million (0.52% of total gross loans) at December 31, 2001.
Nonaccrual loans at September 30, 2002 were $1.2 million or 0.28% of total
loans, as compared to $1.4 million or 0.33% of total loans at December 31, 2001.
The decrease in nonaccrual loans is a result of loans being classified to
current status.
Loans past due 90 days or more and still accruing at September 30, 2002
increased to $2.0 million compared to $34,000 at December 31, 2001, primarily as
a result of reclassification of certain loans and lease financing receivables
from current to loans past due 90 days. Such loans includes two loans secured by
one-to-four family properties, two loans secured by nonresidential properties
and one commercial loan.
Management has noted that the asset quality has recently shown some
deterioration in loans and lease financing receivables portfolios. However, the
Company maintains more than adequate reserves and believes that additional
reserves are not required. Management will continue to monitor both portfolios
closely.
Other real estate owned was $161,000 at September 30, 2002, a decrease of
$14,000 from OREO at December 31, 2001.
The following table sets forth the composition of the Company's non-performing
assets and related asset quality ratios as of the dates indicated. All of such
assets were domestic assets since the Company had no foreign loans.
September 30, December 31,
2002 2001
------------ ------------
Nonaccruing loans $1,213 $1,373
Renegotiated loans 305 545
------ ------
Total nonperforming loans 1,518 1,918
------ ------
Loans past due 90 days and accruing 1,955 34
Other real estate 161 175
------ ------
Total nonperforming assets $3,634 $2,127
====== ======
Asset Quality Ratios
Nonperforming loans to total gross loans 0.35% 0.46%
Nonperforming assets to total gross loans 0.84% 0.52%
Nonperforming assets to total assets 0.51% 0.32%
Allowance for loan losses to
nonperforming loans 448.29% 329.51%
During the nine months ended September 30, 2002, gross interest income of
$46,000 would have been recorded on loans accounted for on a nonaccrual basis if
the loans had been current throughout the period.
Impaired Loans - In accordance with SFAS No. 114, the Company utilizes the
following information when measuring its allowance for loan losses. A loan is
considered impaired when it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the loan
agreement. These loans consist primarily of nonaccruing loans where situations
exist which have reduced the probability of collection in accordance with
contractual terms.
As of September 30, 2002 the Company's recorded investment in impaired loans and
the related valuation allowance calculated under SFAS No. 114 are as follows:
September 30, December 31,
2002 2001
--------- -----------
Impaired loans -
Recorded investment $ 1,107 $ 1,164
Valuation allowance 752 485
This valuation allowance is included in the allowance for loan losses on the
Company's consolidated balance sheet.
The average recorded investment in impaired loans for the nine-month period
ended September 30, 2002 was $1.3 compared to $1.3 million at December 31, 2001.
Interest payments received on impaired loans are recorded as interest income
unless collection of the remaining recorded investment is doubtful in which
event payments received are recorded as reductions of principal. The Company
recognized interest income on impaired loans of $88,000 for the nine-month
period ended September 30, 2002.
Analysis of the Allowance for Loan Losses
Between December 31, 2001 and September 30, 2002, the allowance for loan losses
increased by $485,000 (7.7%) to $6.8 million, which constituted 1.57% and 1.53%
of gross loans on September 30, 2002 and December 31, 2001, respectively. The
provision for loan losses added $661,000 for the nine-month period, while the
net chargeoffs were $176,000. Management believes the allowance for loan losses
at September 30, 2002 of $6.8 million or 448.29% of nonperforming assets, is
adequate.
The following table represents transactions affecting the allowance for loan
losses during the nine-month periods ended September 30, 2002 and 2001.
2002 2001
Balance at beginning of period, January 1, $6,320 $5,657
Charge-offs:
Commercial, financial and agricultural 159 75
Lease financing receivables 50 0
Real estate--mortgage 47 7
Installment loans to individuals 0 7
Credit cards and related plans 28 27
------- ------
284 116
Recoveries:
Commercial, financial and agricultural 64 13
Lease financing receivables 7 0
Real estate--mortgage 0 3
Installment loans to individuals 24 10
Credit cards and related plans 13 5
------- ------
108 31
------- ------
Net charge-offs 176 85
Provision charged to operations
during the nine-month period 661 636
------- ------
Balance at end of period, September 30, $6,805 $6,208
======= ======
Ratio of net charge-offs during
the nine-month period to average loans
outstanding during the period .04% .02%
Investment Securities
Securities increased by a net amount of $31.7 million from December 31, 2001 to
September 30, 2002. The increase resulted from $114.2 million of purchases of
additional securities offset by $83.1 million in maturities and sales during the
first nine months. Of the total increase, securities available for sale
increased by $30.0 million and securities held to maturity increased by $1.7
million.
Cash
Cash and cash equivalents increased by $7.2 million (15.4%) to $54.2 million
between December 31, 2001 and September 30, 2002. Almost all of such increase is
attributable to non-interest cash and due from banks relative to the cash letter
deposit.
LIABILITIES
Between December 31, 2001 and September 30, 2002, total liabilities increased by
$54.3 million to $669.1 million. The increase is primarily attributable to a
$47.3 million increase in total deposits coupled with a $10.0 million increase
in FHLB advances, only partially offset by a small decrease in other securities
sold under agreements to repurchase.
Deposits
Total deposits increased by $47.3 million to $531.9 million. Such increase is
primarily attributable to new deposit products marketed during the year by the
Subsidiary Banks and the addition of a new branch office early in the year.
Of the total increase, non-interest-bearing, interest-bearing deposits and
savings deposits increased by $18.7 million, $14.7 million and $25.9 million,
respectively. The aforementioned increases in various components of deposits
were partially offset by a decrease of $12.0 million in time deposits.
GUARANTEED PREFERRED BENEFICIAL INTEREST IN THE COMPANY'S SUBORDINATED DEBT
On June 28, 2002, GCB Capital Trust II (Trust II) was formed for the purpose of
issuing Trust Preferred Securities. Accordingly, the Company through Trust II
issued 2,300,000 Trust Preferred Securities, $10 face value for a total proceeds
of $23.0 million. Subsequently, on July 9, 2002, the underwriters exercised the
option to purchase an additional 100,000 securities to cover the over-allotment
at the face value of $10 for total proceeds of $1.0 million. The securities have
an annual distribution rate of 8.45% payable at the end of each calendar
quarter. The securities mature on June 30, 2032 but are callable at the option
of the Company on or after June 30, 2007. The Company used the net proceeds from
the above transaction to call the 920,000 shares of 10% Trust Preferred
Securities, $25 face value, issued by the Company in May of 1997. The redemption
of such securities occurred on July 8, 2002.
CAPITAL ADEQUACY, REGULATORY CAPITAL RATIOS AND DIVIDENDS
The Company is subject to regulation by the Board of Governors of the Federal
Reserve System (Federal Reserve Board). The Subsidiary Banks are subject to
regulation by both the Federal Deposit Insurance Corporation (FDIC) and the New
Jersey Department of Banking and Insurance (Department). Such regulators have
promulgated risk-based capital guidelines which require the Company and the
Subsidiary Banks to maintain certain minimum capital as a percentage of their
assets and certain off-balance sheet items adjusted for predefined credit risk
factors (risk-adjusted assets).
Total shareholders' equity of $49.9 million at September 30, 2002 was 6.9% of
total assets, an increase of $3.8 million compared with $46.1 million or 7.0% of
total assets at December 31, 2001. The Company and the Subsidiary Banks remain
well-capitalized for regulatory purposes and management believes present capital
is adequate to support contemplated future internal growth.
The following table sets forth selected regulatory capital ratios for the
Company and the Subsidiary Banks and the required minimum regulatory ratios at
September 30, 2002:
To Be Well
Capitalized under
For Capital Adequacy Prompt Corrective
Actual Purposes Action Provision
------------------ --------------------- -------------------
Amount Ratio Amount Ratio Amount Ratio
-------- ------ --------- ------- --------- -------
Total capital (to risk weighted assets)
Greater Community Bancorp $ 66,599 14.11% $ 37,747 8.00% N/A N/A
Greater Community Bank 33,173 11.34% 23,398 8.00% 29,248 10.00%
Bergen Commercial Bank 14,950 10.16% 11,768 8.00% 14,710 10.00%
Rock Community Bank 5,246 21.47% 1,955 8.00% 2,443 10.00%
Tier 1 Capital (to risk weighted assets)
Greater Community Bancorp 50,621 10.73% 18,874 4.00% N/A N/A
Greater Community Bank 29,503 10.09% 11,699 4.00% 17,549 6.00%
Bergen Commercial Bank 13,109 8.91% 5,884 4.00% 8,826 6.00%
Rock Community Bank 4,940 20.22% 977 4.00% 1,466 6.00%
Tier 1 Capital (to average assets)
Greater Community Bancorp 50,621 7.36% 27,516 4.00% N/A N/A
Greater Community Bank 29,503 6.80% 17,357 4.00% 21,696 5.00%
Bergen Commercial Bank 13,109 6.56% 7,993 4.00% 9,992 5.00%
Rock Community Bank 4,940 13.11% 1,508 4.00% 1,885 5.00%
During the last three quarters of 2001 and the first quarter of 2002 the Company
declared cash dividends at the rate of $0.085 per share, or an annual rate of
$0.34 per share. During the second quarter of 2002 the Company increased the
declared quarterly dividend by 17.6% to $0.10 per share, or an annual dividend
rate of $0.40 per share. The Company's payment of a 5% stock dividend during the
second quarter of 2002 had the effect of further increasing the annual dividend
rate by 5%. The Company's Board of Directors continues to believe that cash
dividends are an important component of shareholder value and that at its
current level of performance and capital, the Company expects to continue its
current dividend policy of quarterly cash dividends to its shareholders.
Some Specific Factors Affecting Future Results of Operations
Future movement of interest rates cannot be predicted with certainty. However,
in all of year 2001 the Company, along with other financial institutions, felt
the effect of weakening economy coupled with several reductions in short-term
interest rates. The lowering of interest rates in 2001 has fully taken effect on
repricing of Company's paying liabilities thereby resulting in an improved net
interest margin and results of operations. Interest rate sensitivities of the
Company's assets and liabilities are such that further increase or decrease in
interest rates
over the next 12 months would not have a major impact on net interest margin or
on future results of operations. However, because overall future performance is
dependent on many other factors, past performance is not necessarily an
indication of future results and there can be no guarantee regarding future
overall results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the Company's assessment of its sensitivity
to market risk since its presentation in its 2001 Form 10-K filed with
Securities and Exchange Commission.
Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
The management of the Company, including the Chief Executive Officer and
the Chief Financial Officer, have conducted an evaluation of the effectiveness
of the Company's disclosure controls and procedures pursuant to Rule 13a-14
under the Securities Exchange Act of 1934 as of a date (the "Evaluation Date")
within 90 days prior to the filing date of this report. Based on that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were effective in ensuring that all material information relating to
the Company, including our consolidated subsidiaries, required to be filed in
this quarterly report has been made known to them in a timely manner.
(b) Changes in internal controls.
There have been no significant changes made in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the Evaluation Date.
GREATER COMMUNITY BANCORP AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company and its subsidiaries are parties in the ordinary course of
business to litigation involving collection matters, contract claims and
other miscellaneous causes of action arising from their business.
Management does not consider that any such proceedings depart from usual
routine litigation, and in its judgement neither the Company's consolidated
financial position nor its results of operations will be affected
materially by any present proceedings.
Item 2 - Changes in Securities
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
None.
Item 5 - Other information
Certification Under Sarbanes-Oxley Act
Our chief executive officer and chief financial officer have furnished to
the SEC the certifications with respect to this Report that is required by
Section 906 of the Sarbanes-Oxley Act of 2002.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits.
---------
An exhibit index has been filed as part of this report on
page E-1 and is incorporated by reference.
(b) Reports on Form 8-K.
--------------------
On October 22, 2002, the Company filed a Form 8-K with the
Securities and Exchange Commission reporting the third
quarter 2002 earnings.
On October 23, 2002, the Company filed a Form 8-K with
Securities and Exchange Commission reporting on the outcome
of the offer to acquire 1st Constitution Bancorp.
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.
GREATER COMMUNITY BANCORP
(Registrant)
Date: November 14, 2002 By: /s/Naqi A. Naqvi
------------------ -------------------------------
Naqi A. Naqvi, Treasurer & CFO
(Duly Authorized Officer and
Principal Financial Officer)
CERTIFICATION
I, George E. Irwin, Chief Executive Officer of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Greater Community
Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period for which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
DATE: November 14, 2002
/s/ George E. Irwin
- ----------------------------
President & CEO
CERTIFICATION
I, Naqi A. Naqvi, Chief Financial Officer of the Company, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Greater Community
Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period for which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
DATE: November 14, 2002
/s/ Naqi A. Naqvi
- -------------------------
VP & CFO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM 10-Q
For the quarter ended September 30, 2002
Commission File No. 0-14294
Greater Community Bancorp
E-1
Exhibit Index
Certain of the following exhibits, as indicated parenthetically, were previously
filed as exhibits to registration statements filed by Greater Community Bancorp
under the Securities Act of 1933, as amended, or to reports or registration
statements filed by Greater Community Bancorp under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), respectively, and are hereby
incorporated by reference to such statements or reports. Greater Community
Bancorp's Exchange Act filing number is 0-14294.
Exhibit
No. Description
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.4 to Form
10-QSB for the quarter ended June 30, 1998, filed on August
14, 1998).
3.2 Bylaws of the Company as amended and restated effective
December 16, 1997 (incorporated by reference to Exhibit 3 to
Form 10-KSB for the year ended December 31, 1997, filed on
March 23, 1998).
4.1 Junior Subordinated Indenture between the Company and
Deutsche Bank Trust Company Americas as Trustee, dated June
28, 2002 (incorporated by reference to Exhibit 4.1 of
Exhibits to Form S-3 Registration Statement filed by GCB
Capital Trust II and Greater Community Bancorp under the
Securities Act of 1933, Registration Nos. 333-89050,
333-89050-01, filed May 24, 2002).
4.4 Amended and Restated Trust among Greater Community
Bancorp as Depositor, Deutsche Bank Trust Company Americas
as Property Trustee, and Deutsche Bank Trust Company
(Delaware) as Delaware Trustee, dated May
24, 2002 (incorporated by reference to Exhibit 4.4 of
Exhibits on Form S-3 Registration Statement filed
by GCB Capital Trust II and Greater Community Bancorp
under the Securities Act of 1933, Registration
Nos. 333-89050, 333-89050-01, filed May 24, 2002).
4.6 Guarantee Agreement between Greater Community Bancorp
(as Guarantor) and Deutsche Bank Trust Company
Americas (as Trustee) dated June 28, 2002 (incorporated
by reference to Exhibit 4.6 of Exhibits to Form
S-3 Registration Statement filed by GCB Capital Trust II
and Greater Community Bancorp under the
Securities Act of 1933, Registration Nos. 333-89050,
333-89050-01, filed May 24, 2002).
10.1 Employment Agreement of George E. Irwin dated July 31, 1998
(incorporated by reference to Exhibit 10.1
to Form 10-KSB for the year ended December 31, 1998, filed
on March 17, 1999).
10.2 Employment Agreement of C. Mark Campbell dated July 31,
1998 (incorporated by reference to Exhibit 10.2
to Form 10-KSB for the year ended December 31, 1998, filed
on March 17, 1999).
10.3 Employment Agreement of Erwin D. Knauer dated July 1, 1999
(incorporated by reference to Exhibit 10.3
to Form 10-Q for quarter ended September 30, 1999).
10.4 Executive Supplemental Retirement Income Agreement
for George E. Irwin dated as of January 1, 1999
among Great Falls Bank, George E. Irwin and Greater
Community Bancorp (as guarantor) (incorporated by
reference to Exhibit 10.4 to Form 10-K for the year ended
December 31, 1999).
10.5 Executive Supplemental Retirement Income Agreement for
C. Mark Campbell dated as of January 1, 1999
among Bergen Commercial Bank, C. Mark Campbell and
Greater Community Bancorp (as guarantor)
(incorporated by reference to Exhibit 10.5 to Form 10-K for
the year ended December 31, 1999)
10.6 Greater Community Bancorp 2001 Employee Stock Option Plan
Adopted February 20, 2001 (incorporated by
reference to Exhibit 10.6 to Form 10-K for the year ended
December 31, 2000).
10.7 Greater Community Bancorp 2001 Stock Option Plan for
Nonemployee Directors Adopted February 20, 2001
(incorporated by reference to Exhibit 10.7 to Form 10-K for
the year ended December 31, 2000).