COLLECTIVE BANCORP INC
10-Q, 1995-11-14
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(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, 1995

                                       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 0-17515

                            COLLECTIVE BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                         22-2942769
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                         Identification No.)

        716 West White Horse Pike
        Cologne , New Jersey                                08213
(Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (609) 625-1110


     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  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 [ ]


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                 Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

     Common stock, par value $.01 per share, 20,361,668 shares outstanding as of
September 30, 1995.




<PAGE>
PART I
Item I

                                      COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                                  STATEMENTS OF CONSOLIDATED FINANCIAL CONDITION
<TABLE>
<CAPTION>

                                                                           September 30                 June 30
                                                                               1995                       1995
                                                                           --------------            ---------------
<S>                                                                        <C>                       <C>
ASSETS                                                                          (Dollar amounts in thousands)
        Cash                                                                           $               $     66,256
                                                                                  54,686
        Federal funds sold                                                         3,770                      3,717
                                                                           --------------            ---------------
                    Total cash and cash equivalents                               58,456                     69,973

        Trading securities, at market value                                            -                     13,328
        Loans held for sale, at amortized cost (market
             value of $11,120 and $5,836)                                         11,036                      5,815
        Securities available for sale, at market value                           110,451                    113,635
        Investment securities, at amortized cost (market
             value of $251,043 and $317,221)                                     250,164                    315,879
        Loans receivable, net                                                  2,409,273                  2,373,706
        Mortgage-backed securities, at amortized cost
             (market value of $1,989,166 and $2,027,783)                       2,058,187                  2,100,344
        Real estate acquired in settlement of loans, net                           5,215                      6,476
        Land, office buildings and equipment, net                                 39,688                     39,313
        Other assets                                                              56,004                     43,072
        Core deposit premium                                                      10,166                     10,873
        Goodwill                                                                  17,606                     18,103
                                                                           --------------            ---------------
                    Total assets                                              $5,026,246                 $5,110,517
                                                                           ==============            ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
        Deposits:
           Demand deposits, non-interest bearing                                       $               $     76,705
                                                                                  75,703
           Demand deposits, interest bearing                                     453,848                    451,350
           Savings and investment accounts                                       819,498                    833,041
           Savings certificates                                                1,836,533                  1,916,727
                                                                           --------------            ---------------
                    Total deposits                                             3,185,582                  3,277,823

        Federal Home Loan Bank advances                                                -                    395,000
        Other borrowed funds                                                   1,450,577                  1,052,920
        Payable to brokers for securities purchased                                    -                      7,600
        Advance payments by borrowers for taxes and insurance                     26,768                     29,462
        Other liabilities                                                         25,814                     19,920
                                                                           --------------            ---------------
                    Total liabilities                                          4,688,741                  4,782,725
                                                                           --------------            ---------------

        Stockholders' Equity:
           Common stock, par value $.01 per share; authorized 37,000,000 shares;
               issued and outstanding 20,361,668 shares in September 1995 and
               20,356,768 shares in June 1995                                        204                        204
           Preferred stock, par value $.01 per share;
               authorized-2,500,000 shares; none outstanding                           -                          -
           Additional paid-in capital                                             59,361                     59,299
           ESOP debt                                                              (6,623)                    (6,892)
           Securities valuation                                                    2,394                      2,136
           Retained earnings, substantially restricted                           282,169                    273,045
                                                                           --------------            ---------------
                    Total stockholders' equity                                   337,505                    327,792
                                                                           --------------            ---------------
                    Total liabilities and stockholders' equity                $5,026,246                 $5,110,517
                                                                           ==============            ===============
</TABLE>

                                       2
<PAGE>



                                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                                      STATEMENTS OF CONSOLIDATED OPERATIONS
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                           September 30
                                                                                     1995               1994
                                                                                 -------------      --------------
<S>                                                                              <C>                <C>
                                                                   (Dollar amounts in thousands except per share data)
INTEREST AND DIVIDEND INCOME:
      Interest on mortgage loans                                                      $42,873            $32,547
      Interest on other loans                                                           4,143              4,314
      Interest on mortgage-backed securities                                           36,165             37,630
      Interest and dividends on investments                                             5,687              5,397
                                                                                 -------------      --------------
             Total interest and dividend income                                        88,868             79,888
                                                                                 -------------      --------------

INTEREST EXPENSE:
      Interest on deposits                                                             33,279             25,626
      Interest on Federal Home Loan Bank
          advances and other borrowed funds                                            21,884             16,063
                                                                                 -------------      --------------
             Total interest expense                                                    55,163             41,689
                                                                                 -------------      --------------

      Net interest income before provision for loan losses                             33,705             38,199
      Provision for loan losses                                                           286                235
                                                                                 -------------      --------------
      Net interest income after provision for loan losses                              33,419             37,964
                                                                                 -------------      --------------

OTHER INCOME:
      Loan servicing                                                                      950              1,025
      Gain (loss) on sale of loans and securities                                         634               (243)
      Financial service fees and other income                                           2,465              1,669
                                                                                 -------------      --------------
             Total other income                                                         4,049              2,451
                                                                                 -------------      --------------
      Total income before other expense                                                37,468             40,415
                                                                                 -------------      --------------

OTHER EXPENSE:
      Compensation and employee benefits                                                6,979              6,607
      Occupancy expense                                                                 2,679              2,374
      Advertising                                                                         255                269
      Deposit insurance                                                                 1,424              1,645
      Computer services                                                                 1,242              1,084
      Loan expense                                                                        715                591
      Real estate operations                                                              (24)              (461)
      Amortization of intangibles                                                       1,205              1,035
      Other expenses                                                                    2,477              2,428
                                                                                 -------------      --------------
             Total other expense                                                       16,952             15,572
                                                                                 -------------      --------------

INCOME BEFORE INCOME TAXES                                                             20,516             24,843
INCOME TAXES                                                                            7,319              8,854
                                                                                 -------------      --------------
NET INCOME                                                                            $13,197            $15,989
                                                                                 =============      ==============

PER SHARE DATA:
      Primary and fully diluted net income per share                                    $0.65              $0.78
      Dividends per common share                                                        $0.20              $0.15
      Average primary shares outstanding                                           20,430,540         20,565,859
      Average fully diluted shares outstanding                                     20,444,438         20,577,296
</TABLE>
                                       3

<PAGE>



                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                    Additonal
                                             Common       Paid-In        ESOP       Securities      Retained
                                              Stock       Capital        Debt       Valuation       Earnings         Total
                                        -----------------------------------------------------------------------------------
<S>                                         <C>          <C>             <C>         <C>             <C>              <C>
                                                                  (Dollar amounts in thousands)
BALANCE JUNE 30, 1994                          $203       $58,618       $(7,800)             -      $228,707      $279,728

  Net income for the year                         -             -              -             -        57,542        57,542
  Stock options exercised                         1           681              -             -             -           682
  Dividends on common
    stock - $.65 per share                        -             -              -             -      (13,204)      (13,204)
  ESOP debt repayment                             -             -            908             -             -           908
  Securities valuation                            -             -              -        $2,136             -         2,136
                                        -----------------------------------------------------------------------------------

BALANCE JUNE 30, 1995                           204        59,299        (6,892)         2,136       273,045       327,792

  Net income fiscal year to date                  -             -              -             -        13,197        13,197
  Stock options exercised                         -            62              -             -             -            62
  Dividends on common
    stock - $.20 per share                        -             -              -             -       (4,073)       (4,073)
  ESOP debt repayment                             -             -            269             -             -           269
  Securities valuation                            -             -              -           258             -           258
                                        -----------------------------------------------------------------------------------

BALANCE SEPTEMBER 30, 1995                     $204       $59,361       $(6,623)        $2,394      $282,169      $337,505
                                        ===================================================================================
</TABLE>
                                       4

<PAGE>



                                 COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                                  STATEMENTS OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                     September 30
                                                                             ------------------------------
                                                                                1995               1994
                                                                             ------------      ------------
<S>                                                                          <C>               <C>
OPERATING ACTIVITIES:                                                              (Dollar amounts in
                                                                                      thousands)
Interest received                                                               $86,222           $73,837
Interest paid                                                                   (54,846)          (40,956)
Operating expenses                                                              (15,004)          (16,888)
Sales of trading securities                                                      43,121            12,305
Loan fees                                                                         1,457             1,269
Loans originated for sale                                                       (39,088)          (14,880)
Sales of loans held for sale                                                     33,866            16,046
Securitization of loans held for sale                                           (30,333)          (12,305)
Repayment of principal on trading securities                                        541                 -
Other income received                                                             4,049             2,451
Income taxes paid                                                                     -            (5,344)
                                                                             -----------      ------------
Net cash provided by operating activities                                        29,985            15,535
                                                                             ------------     -------------

INVESTING ACTIVITIES:
Loan originations                                                               (94,167)         (173,841)
Purchases of loans                                                              (13,874)           (5,780)
Purchases of mortgage-backed securities                                               -                68
Repayment of loan principal                                                      72,460            74,752
Repayment of mortgage-backed security principal                                  42,834            78,126
Purchases of investment securities                                              (22,030)          (70,345)
Sales of investment securities available for sale                                     -             9,355
Repayment of principal on mortgage-backed securities available for sale           3,356             8,358
Maturities of investment securities                                              80,149             4,664
Net decrease in real estate owned                                                 1,261               298
Other investing, net                                                            (12,882)           (2,685)
                                                                             ------------      ------------
Net cash provided by (used for) investing activities                             57,107           (77,030)
                                                                             ------------      ------------

FINANCING ACTIVITIES:
Net change in deposits                                                          (92,242)          (10,036)
Net change in Federal Home Loan Bank advances                                  (395,000)          183,000
Net change in other borrowed funds                                              397,657          (117,692)
Net decrease in advance payments by borrowers
   for taxes and insurance                                                       (2,694)             (200)
Dividends paid                                                                   (4,073)           (3,040)
Other financing, net                                                             (2,257)              369
                                                                             ------------      ------------
Net cash (used for) provided by financing activities                            (98,609)           52,401
                                                                             ------------      ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                       (11,517)           (9,094)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   69,973            70,950
                                                                             ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $58,456           $61,856
                                                                             ============      ============

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:

Net income                                                                     $ 13,197           $15,989
Net change in trading securities                                                 13,328                 -
Net change in loans held for sale                                                (5,221)            1,166
Amortization and accretion of deferred charges and credits, net                    (511)             (614)
Amortization of intangibles                                                       1,205             1,035
Accrued income and expense                                                        8,343             1,855
Deferred income and expense                                                      (2,054)           (5,367)
Provision for loan and real estate owned losses                                     271               251
Depreciation and amortization                                                     1,158             1,007
ESOP debt repayment                                                                 269               213
                                                                             ------------      ------------
Net cash provided by operations                                                 $29,985           $15,535
                                                                             ============      ============
</TABLE>
                                       5

<PAGE>


                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   The  unaudited  interim  consolidated  financial  statements  of Collective
     Bancorp, Inc. and subsidiary  ("Collective") included herein should be read
     in  conjunction  with the audited  financial  statements for the year ended
     June 30, 1995 included in Collective's  1995 Annual Report and incorporated
     by  reference  in the Form  10-K for the year  then  ended.  The  unaudited
     interim  financial  statements  reflect all  adjustments  which are, in the
     opinion of management, necessary for a fair presentation of the results for
     the periods  presented.  Such adjustments  consist only of normal recurring
     accruals.  The  results of  operations  for the  three-month  period  ended
     September  30,  1995 are not  necessarily  indicative  of the results to be
     expected for the fiscal year ending June 30, 1996. 

2.   Legislation  pending in  Congress  would  impose a one-time  assessment  of
     between  85 and  90  basis  points  on  the  amount  of  deposits  held  by
     SAIF-member   institutions,   including  Collective  Bank,  a  wholly-owned
     subsidiary of  Collective,  to  recapitalize  the SAIF fund to the required
     level of 1.25% of insured  deposits  and is  expected  to be payable in the
     fourth  quarter of 1995 or the first quarter of 1996. If the  assessment is
     made at the 85 basis point  proposed  rate,  the effect on Collective  Bank
     would be a pre-tax charge of approximately $22 million or $14 million after
     tax (36% assumed tax rate).

                                       6

<PAGE>




Item 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Financial Institution Legislation and Regulation
                  Collective's primary subsidiary, Collective Bank (the "Bank"),
is subject to extensive regulation, supervision and examination by the Office of
Thrift  Supervision  ("OTS"),  as its chartering  authority and primary  federal
regulator,  and by the Federal Deposit  Insurance  Corporation  ("FDIC"),  which
insures its deposits up to applicable  limits.  Such  regulation and supervision
establish a  comprehensive  framework of activities in which an institution  can
engage and are intended  primarily for the  protection of the insurance fund and
depositors.  The  regulatory  structure  also gives the  regulatory  authorities
extensive  discretion  in  connection  with their  supervisory  and  enforcement
activities.  Any  change in such  regulation,  whether  by the OTS,  FDIC or the
Congress, could have a material impact on the Bank and its operations.

Assets
         Total  assets  decreased  $84  million  during the three  months  ended
September 30, 1995. The decline,  primarily in interest-earning assets, resulted
from  accelerated  repayments of certain  investment  securities.  The repayment
proceeds were used to pay maturing certificates of deposit.

         Cash and cash  equivalents  decreased $12 million from June 30, 1995 as
cash used for  financing  activities  exceeded  cash  provided by operating  and
investing activities. Trading securities decreased $13 million during the period
as the fiscal 1995 year-end inventory of originated, securitized loans was sold.

         Investment  securities  decreased  $66 million from June 30, 1995.  The
decrease  resulted from maturities and repayments of U.S.  agency  securities of
$80  million,  partially  offset by other  investment  purchases.  Many of these
securities were redeemed as the issuing  agencies  exercised call options during
the  current  period.  Loans  receivable,  net  increased  $36  million  as loan
originations and purchases exceeded loan repayments.  Mortgage-backed securities
decreased $43 million from principal repayments.  No mortgage-backed  securities
were purchased during the current quarter.

         Collective  has the positive  intent and ability to hold its investment
and  mortgage-backed  securities  portfolios to maturity  under all  foreseeable
economic conditions. Therefore, it is not expected that any gains or losses will
be realized.  In recent years,  since  authoritative  guidance and/or accounting
standards have been developed for the definitive  classification  of securities,
Collective  has  not  sold  securities  from  its  held-to-maturity  portfolios.
Collective  has always  been able to satisfy its  liquidity  needs from the cash
flows  from  operating  and  financing  activities,  and  there  is  no  present
indication that  Collective will not be able to do so in the future.  Unrealized
gains or losses  in  Collective's  held-to-maturity  securities  portfolios  are
primarily a function of the interest-rate environment at any given point in time
and, therefore,  are only temporary in nature. If presently  unforeseen economic
conditions  should  result in the sale of these  securities at some future date,
any realized gain or loss will be determined by their market value when sold.

         Other assets increased $13 million from June 30, 1995, primarily as the
result of a  receivable  from brokers for trading  securities  sold in September
1995. This receivable was collected in October 1995.

Liabilities
         Deposits  decreased $92 million during the three months ended September
30, 1995.  The decrease  was  comprised of an increase in demand  deposits of $1
million  and   decreases  in  savings  and   investment   accounts  and  savings
certificates  of $14  million and $79  million,  respectively.  The  decrease in
savings and  investment  accounts  occurred  as  depositors  sought  alternative
investment vehicles with higher yields.

                                       7

<PAGE>


         During the three months ended September 30, 1995,  Collective continued
its effort to retain maturing deposits through the use of special products, such
as 9, 15, 18 and 21-month savings  certificates at attractive rates. During this
period, deposits in those categories increased by $59 million.  Offsetting those
increases were reductions in other retail certificates of deposit of $66 million
as customers transferred funds to the special product offerings. The three-month
period also reflected  reductions in  certificates  in excess of $100,000 of $72
million.  Collective had offered  attractive  rates in this category  during the
quarter  ended June 30,  1995 as a less  expensive  source of funds  compared to
short-term borrowings to fund asset additions. Those rates were not continued in
the current quarter.

         Federal  Home Loan  Bank  advances  decreased  $395  million  and other
borrowed funds  increased  $398 million during the three months ended  September
30, 1995.  The shift in the source of borrowed funds  occurred  because  reverse
repurchase  agreements became a more attractive  borrowing vehicle to Collective
than FHLB  advances.  Advance  payments  by  borrowers  for taxes and  insurance
decreased $3 million during the three months ended  September 30, 1995 primarily
from annual tax payments in July 1995 on certain  out-of-state  mortgage  loans.
The increase in other  liabilities of $6 million from June 30, 1995 to September
30, 1995 is attributable  to a change in the estimated  payment date for federal
income  taxes as a result of a change in  Collective's  tax year from a calendar
year to a June 30 fiscal year. Unlike other quarters,  the estimated tax payment
for the September 1995 quarter was not required until October 16, 1995.

Stockholders' Equity
         Retained earnings increased $9 million during the period primarily as a
result of net  earnings of $13  million,  less  dividends  on common stock of $4
million.

Liquidity and Capital Resources
         The Bank is  required  by  regulation  to  maintain  certain  levels of
liquidity.  Regulations  currently in effect require the Bank to maintain liquid
assets  of not less  than 5% of its net  withdrawable  deposits  and  short-term
borrowings,  of which at least 1% must be short-term  liquid assets.  Throughout
the three months ended  September 30, 1995, the Bank was in compliance with that
regulation  and at that  date had an  overall  liquidity  ratio  of 5.43%  and a
short-term ratio of 2.33%.

         At September  30,  1995,  capital  resources  were  sufficient  to meet
outstanding  loan  origination  commitments  of $128 million and  commitments on
unused lines of credit of $85 million.  Loans originated or purchased during the
three months ended September 30, 1995 were funded from normal sources  including
the amortization of the existing loan and mortgage-backed  securities portfolios
and borrowings.

         The Bank is subject to capital  requirements  mandated by the Financial
Institutions  Reform,  Recovery and Enforcement  Act  ("FIRREA").  Under FIRREA,
thrift institutions must have tangible capital equal to 1.5% of tangible assets,
core capital  equal to 3% of adjusted  tangible  assets and  risk-based  capital
equal to 8% of  risk-weighted  assets.  At September 30, 1995, the Bank exceeded
those requirements as follows:

<TABLE>
<CAPTION>


<S>                                  <C>                        <C>

         Tangible Capital:          (In Thousands)              Percent
                                     -------------              -------
                  Actual               $   313,501                6.27%
                  Required                  74,964                1.50%
                                     -------------              -------
                  Excess               $   238,537                4.77%
                                     -------------              -------

         Core Capital:
                  Actual               $   313,501                6.27%
                  Required                 149,928                3.00%
                                     -------------              -------
                  Excess               $   163,573                3.27%
                                     -------------              -------

         Risk-based capital:
                  Actual               $   321,139               16.88%
                  Required                 152,191                8.00%
                                     -------------              -------
                  Excess               $   168,948                8.88%
                                     -------------              -------
</TABLE>

                                        8
<PAGE>


Three Months Ended September 30, 1995 Compared to

Three Months Ended September 30, 1994
         Collective's  net income is determined  primarily by the margin between
the earnings on its investment,  loan and mortgage-backed  securities portfolios
and the interest paid on its deposits and  borrowings.  Other primary factors in
determining  Collective's  profitability  are its  levels  of other  income  and
operating expenses.

         Net income for the three months ended  September 30, 1995  decreased by
17% compared to net income for the three months ended  September  30, 1994.  The
decrease in net income was  comprised of a 12%  decrease in net interest  income
after provision for loan losses,  a 65% increase in other income,  a 9% increase
in other expense and a 17% decrease in income taxes.

         The  reduction in net interest  income  resulted from a decrease in net
interest  margin  from 3.35% for the 1994  period to 2.82% for the 1995  period,
partially offset by a $325 million increase in average  interest-earning assets.
The  decrease  in  net  interest  margin  was  comprised  of  a 29  basis  point
improvement  in the  yield on  interest-earning  assets  and an 82  basis  point
increase in cost of funds. The increase in the yield on interest-earning  assets
was the result of an increase in the yield on  adjustable-rate  mortgage  loans,
approximating  59 basis  points,  because of higher  short-term  interest  rates
during the 1995 period. Although long-term interest rates were lower in the 1995
quarter,  the yield on Collective's  fixed-rate  earning asset portfolio did not
decrease  proportionately  to the  rise in yield on the  adjustable  rate  asset
portfolio  because  of  their  different   repricing   characteristics.   Higher
short-term  interest rates during the current period,  although partially offset
by an  increase  in the amount of  lower-cost  core  deposits,  resulted  in the
increase in the cost of funds. The increase in interest-earning assets partially
offset the effect on net interest  income of the declining net interest  margin.
The growth in average  interest-earning  assets was  comprised of a $415 million
increase in loans receivable offset by decreases in  mortgage-backed  securities
and investment securities of $80 million and $10 million, respectively.

         Collective's  net  interest  income  tends to  increase  in  periods of
declining  interest  rates because its  interest-bearing  liabilities  generally
reprice  faster than its  interest-earning  assets.  (See the "Maturity and Rate
Sensitivity  Analysis",  page 10.) Conversely,  Collective's net interest income
tends to decrease in periods of rising  interest  rates.  The higher  short-term
interest  rates  discussed  above,  combined  with a flatter  yield curve,  when
compared to the three months ended  September  30, 1994,  caused the reduced net
interest margin mentioned above.

         The increase in other income  resulted  primarily  from  increased  fee
income from the growth in demand deposit balances and a more aggressive strategy
in charging and collecting fees related to deposit accounts.  The recent decline
in longer-term  interest rates and the increase in trading  account  activity as
Collective  securitized  and  sold  a  higher  percentage  of  loans  originated
contributed  to the  increase  in  gains  recorded  on the  sale  of  loans  and
securities.  Sales of trading  securities  totaled $43 million  during the three
months  ended  September  30, 1995  compared to $12 million in the three  months
ended September 30, 1994.  During the three months ended September 30, 1995, the
amount  of  current  loan  originations  that  met the  criteria  for  long-term
investment  declined to 71% compared to 92% of originations for the three months
ended September 30, 1994.

         The  increase in other  expense is  attributable  to the  operation  of
additional  deposit  offices  acquired  from  Sovereign  Bancorp,  Inc. in 1995.
Despite that  increase,  operating  expenses as a percentage  of average  assets
declined  from 1.26% for the three months ended  September 30, 1994 to 1.24% for
the three months ended  September  30, 1995,  largely  because of the  increased
asset base in 1995.

         The decrease in income taxes resulted from reduced pre-tax income.  The
effective  income tax rate was 35.7% for the three  months ended  September  30,
1995 compared to 35.6% for the three months ended September 30, 1994.



                                       9
<PAGE>



                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                   MATURITY AND RATE SENSITIVITY ANALYSIS (1)
<TABLE>
<CAPTION>

                                                                        September 30, 1995

                                      ---------------         ---------------        ----------------        ----------------
                                          1 Year                  1 Year                  Over
                                         or Less                to 5 Years               5 Years                  Total
                                      ---------------         ---------------        ----------------        ----------------
<S>                                   <C>                     <C>                    <C>                     <C>
Assets:                                                            (Dollar amounts in thousands)
  Mortgage loans:
   Balloon and adjustable rate first
     mortgages                          $    767,559           $     290,384           $     272,636            $  1,330,579
   Fixed rate mortgages                      209,978 (2)             322,545                 373,052                 905,575
  Mortgage-backed securities                 371,584 (3)           1,205,996                 554,824               2,132,404
  Consumer and commercial loans              148,895                  33,769                   1,491                 184,155
  Federal funds sold                           3,770                       -                       -                   3,770
  Investment securities                      285,935 (4)                   -                     463                 286,398
                                      ---------------         ---------------        ----------------        ----------------
Total rate sensitive assets             $  1,787,721           $   1,852,694           $   1,202,466            $  4,842,881
                                      ===============         ===============        ================        ================

Liabilities:
  Fixed maturity deposits               $  1,364,894            $    453,885           $      17,754            $  1,836,533
  NOW accounts                                     -                 453,848                       -                 453,848
  Money market demand accounts               267,325                       -                       -                 267,325
  Passbook accounts                          102,536                 231,075                 218,562                 552,173
  Other borrowings                         1,450,577                       -                       -               1,450,577
                                      ---------------         ---------------        ----------------        ----------------

Total rate sensitive liabilities        $  3,185,332            $  1,138,808           $     236,316            $  4,560,456
                                      ===============         ===============        ================        ================

Dollar gap (5)                          $ (1,397,611)           $    713,886           $     966,150            $    282,425
                                      ===============         ===============        ================        ================


<FN>
(1) As presented in this table,  Collective calculates interest rate sensitivity
    information   employing   techniques  developed  by  the  Office  of  Thrift
    Supervision.
(2) Includes $11,036 of loans classified as held for sale.
(3) Includes $74,217 of mortgage-backed securities classified as available for sale.
(4) Includes $36,234 of securities classified as available for sale.
(5) Rate sensitive assets less rate sensitive liabilities.
</FN>
</TABLE>




PART II
Item 6. Exhibits and Reports on Form 8-K

(a) (11) Statement Re Computation of Per Share Earnings
    (27) Financial Data Schedule

(b)      On August 21, 1995, Collective Bancorp, Inc. filed a Form 8-K reporting
         a change in certifying accountant.  Such Form 8-K was amended on August
         31, 1995 and September 7, 1995.



                                       10
<PAGE>


                                   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.


                            COLLECTIVE BANCORP, INC.


                                         EDWARD J. MCCOLGAN
Date  November 13, 1995            -------------------------------
                                         Edward J. McColgan
                               Vice Chairman & Chief Financial Officer





                                          BERNARD H.BERKMAN
Date  November 13, 1995            -------------------------------
                                          Bernard H.Berkman
                          Executive Vice President & Chief Accounting Officer



                                      11



                                                                            
                            COLLECTIVE BANCORP, INC.
                COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
<TABLE>
<CAPTION>


                                                                           Three Months Ended
                                                                              September 30
PRIMARY                                                             1995                        1994
                                                              ----------------------------------------------
<S>                                                           <C>                               <C>
 EARNINGS:
   Net Income..............................................         $13,197,324                 $15,988,558
                                                              ==============================================
SHARES:
   Weighted average number of
     common shares outstanding.............................          20,143,166                  20,266,000

   Assuming exercise of options reduced by the number of shares which could have
     been purchased with the proceeds from exercise
     of such options (1)...................................             287,374                     299,859
                                                              ----------------------------------------------

   Weighted average number of common
     shares outstanding as adjusted........................          20,430,540                  20,565,859
                                                              ==============================================

   Primary earnings per share of
     common stock..........................................               $0.65                       $0.78
                                                              ==============================================

ASSUMING FULL DILUTION
EARNINGS:
   Net Income..............................................         $13,197,324                 $15,988,558
                                                              ==============================================

SHARES:
   Weighted average number of
     common shares outstanding.............................          20,143,166                  20,266,000

   Assuming exercise of options reduced by the number of shares which could have
     been purchased with the proceeds from exercise
     of such options (2)...................................             301,272                     311,296
                                                              ----------------------------------------------

   Weighted average number of common
     shares outstanding as adjusted........................          20,444,438                  20,577,296
                                                              ==============================================

   Fully diluted earnings per share of
     common stock..........................................               $0.65                       $0.78
                                                              ==============================================
<FN>
(1) Assumes the  proceeds  obtained  from the  exercise of options  were used to
 purchase common shares at the average market price during the quarter.

(2) Assumes the proceeds  obtained  from the exercise of stock options were used
to  purchase  common  shares at the market  price at the close of the quarter if
such price was higher than the average price during the quarter.
</FN>

                                       12
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                 9
<LEGEND>
This schedule contains summary financial information extracted from the Statements
of Consolidated Financial Condition as of September 30, 1995 (Unaudited) and the
Statements of Consolidated Operations for the three months ended September 30, 1995
(Unaudited) and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER>                     1000
       
<S>                       <C>
<PERIOD-TYPE>             3-mos
<FISCAL-YEAR-END>         JUN-30-1996
<PERIOD-START>            JUL-01-1995
<PERIOD-END>              SEP-30-1995
<CASH>                          54686
<INT-BEARING-DEPOSITS>              0
<FED-FUNDS-SOLD>                 3770
<TRADING-ASSETS>                    0
<INVESTMENTS-HELD-FOR-SALE>    121487
<INVESTMENTS-CARRYING>        2308351
<INVESTMENTS-MARKET>          2240209
<LOANS>                       2409273
<ALLOWANCE>                         0
<TOTAL-ASSETS>                5026246
<DEPOSITS>                    3185582
<SHORT-TERM>                  1450576
<LIABILITIES-OTHER>             52583
<LONG-TERM>                         0
<COMMON>                          204
               0
                         0
<OTHER-SE>                     337301
<TOTAL-LIABILITIES-AND-EQUITY>5026246
<INTEREST-LOAN>                 47016
<INTEREST-INVEST>               41852
<INTEREST-OTHER>                    0
<INTEREST-TOTAL>                88868
<INTEREST-DEPOSIT>              33279
<INTEREST-EXPENSE>              21884
<INTEREST-INCOME-NET>           33705
<LOAN-LOSSES>                     286
<SECURITIES-GAINS>                634
<EXPENSE-OTHER>                 16952
<INCOME-PRETAX>                 20516
<INCOME-PRE-EXTRAORDINARY>      20516
<EXTRAORDINARY>                     0
<CHANGES>                           0
<NET-INCOME>                    13197
<EPS-PRIMARY>                    0.65
<EPS-DILUTED>                    0.65
<YIELD-ACTUAL>                   7.27
<LOANS-NON>                     23293
<LOANS-PAST>                        0
<LOANS-TROUBLED>                    0
<LOANS-PROBLEM>                     0
<ALLOWANCE-OPEN>                14126
<CHARGE-OFFS>                     838
<RECOVERIES>                        0
<ALLOWANCE-CLOSE>               13574
<ALLOWANCE-DOMESTIC>            13574
<ALLOWANCE-FOREIGN>                 0
<ALLOWANCE-UNALLOCATED>             0
        

</TABLE>


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