COLLECTIVE BANCORP INC
10-Q, 1996-02-14
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 December 31, 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,  20,371,572 shares outstanding as 
of  December 31, 1995.



<PAGE>
PART 1
Item 1
                                    COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                                STATEMENTS OF CONSOLIDATED FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                        December 31                June 30
                                                                            1995                    1995
                                                                      -----------------       ------------------
<S>                                                                   <C>                      <C>
ASSETS                                                                      (Dollar amounts in thousands)
      Cash                                                                $     55,070             $     66,256
      Federal funds sold                                                        23,681                    3,717
                                                                      -----------------       ------------------
                  Total cash and cash equivalents                               78,751                   69,973

      Trading securities, at market value                                            -                   13,328
      Loans held for sale, at amortized cost (market
           value of $13,041 and $5,836)                                         12,796                    5,815
      Securities available for sale, at market value                           107,993                  113,635
      Investment securities, at amortized cost (market
           value of $255,905 and $317,221)                                     255,217                  315,879
      Loans receivable, net                                                  2,427,682                2,373,706
      Mortgage-backed securities, at amortized cost
           (market value of $1,981,323 and $2,027,783)                       2,025,126                2,100,344
      Real estate acquired in settlement of loans, net                           5,219                    6,476
      Land, office buildings and equipment, net                                 39,951                   39,313
      Other assets                                                              50,035                   43,072
      Core deposit premium                                                       9,468                   10,873
      Goodwill                                                                  17,110                   18,103
                                                                      -----------------       ------------------
                  Total assets                                              $5,029,348               $5,110,517
                                                                      =================       ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
      Deposits:
         Demand deposits, non-interest bearing                            $     84,338             $     76,705
         Demand deposits, interest bearing                                     492,461                  451,350
         Savings and investment accounts                                       820,405                  833,041
         Savings certificates                                                1,792,590                1,916,727
                                                                      -----------------       ------------------
                  Total deposits                                             3,189,794                3,277,823

      Federal Home Loan Bank advances                                                -                  395,000
      Other borrowed funds                                                   1,413,405                1,052,920
      Payable to brokers for securities purchased                               33,000                    7,600
      Advance payments by borrowers for taxes and insurance                     20,967                   29,462
      Other liabilities                                                         24,487                   19,920
                                                                      -----------------       ------------------
                  Total liabilities                                          4,681,653                4,782,725
                                                                      -----------------       ------------------

      Stockholders' equity:
         Common stock, par value $.01 per share;  authorized  37,000,000 shares;
             issued and outstanding 20,371,572 shares in December 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                                             59,440                   59,299
         ESOP debt                                                             (6,354)                  (6,892)
         Securities valuation                                                    3,190                    2,136
         Retained earnings, substantially restricted                           291,215                  273,045
                                                                      -----------------       ------------------
                  Total stockholders' equity                                   347,695                  327,792
                                                                      -----------------       ------------------
                  Total liabilities and stockholders' equity                $5,029,348               $5,110,517
                                                                      =================       ==================

</TABLE>
                                       2
<PAGE>
                                        COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                                         STATEMENTS OF CONSOLIDATED OPERATIONS
<TABLE>
<CAPTION>

                                                               Three Months Ended                Six Months Ended
                                                                   December 31                      December 31
                                                               1995           1994             1995             1994
                                                           -------------  -------------    --------------   -------------
<S>                                                         <C>            <C>              <C>              <C>
                                                                (Dollar amounts in thousands except per share data)
INTEREST AND DIVIDEND INCOME:
      Interest on mortgage loans                                $43,792        $35,062           $86,666         $67,610
      Interest on other loans                                     4,185          4,543             8,328           8,857
      Interest on mortgage-backed securities                     35,166         36,531            71,330          74,161
      Interest and dividends on investments                       5,815          5,773            11,502          11,170
                                                           -------------  -------------     -------------   -------------
             Total interest and dividend income                  88,958         81,909           177,826         161,798
                                                           -------------  -------------     -------------   -------------

INTEREST EXPENSE:
      Interest on deposits                                       33,750         27,681            67,029          53,308
      Interest on Federal Home Loan Bank
          advances and other borrowed funds                      20,688         18,489            42,571          34,552
                                                           -------------  -------------     -------------   -------------
             Total interest expense                              54,438         46,170           109,600          87,860
                                                           -------------  -------------     -------------   -------------

      Net interest income before provision for loan losses       34,520         35,739            68,226          73,938
      Provision for loan losses                                     403              5               690             240
                                                           -------------  -------------     -------------   -------------
      Net interest income after provision for loan losses        34,117         35,734            67,536          73,698
                                                           -------------  -------------     -------------   -------------

OTHER INCOME:
      Loan servicing                                                979            981             1,928           2,006
      Gain (Loss) on sale of loans and securities                   560           (48)             1,195           (292)
      Financial service fees and other income                     2,471          2,450             4,936           4,120
                                                           -------------  -------------     -------------   -------------
             Total other income                                   4,010          3,383             8,059           5,834
                                                           -------------  -------------     -------------   -------------
      Total income before other expense                          38,127         39,117            75,595          79,532
                                                           -------------  -------------     -------------   -------------

OTHER EXPENSE:
      Compensation and employee benefits                          6,935          6,680            13,914          13,288
      Occupancy expense                                           2,552          2,541             5,230           4,915
      Advertising                                                   281            388               536             657
      Deposit insurance                                           1,627          1,645             3,051           3,290
      Computer services                                           1,312          1,092             2,554           2,176
      Loan expense                                                  900            707             1,615           1,298
      Real estate operations                                        192          (199)               169           (660)
      Amortization of intangibles                                 1,195          1,023             2,399           2,058
      Other expenses                                              2,625          2,533             5,103           4,960
                                                           -------------  -------------     -------------   -------------
             Total other expense                                 17,619         16,410            34,571          31,982
                                                           -------------  -------------     -------------   -------------

INCOME BEFORE INCOME TAXES                                       20,508         22,707            41,024          47,550
INCOME TAXES                                                      7,387          7,729            14,706          16,583
                                                           -------------  -------------     -------------   -------------
NET INCOME                                                      $13,121        $14,978           $26,318         $30,967
                                                           =============  =============     =============   =============

PER SHARE DATA:
      Primary and fully diluted net income per share              $0.64          $0.73             $1.29           $1.51
      Dividends per common share                                  $0.20          $0.15             $0.40           $0.30
      Average primary shares outstanding                     20,451,792     20,544,325        20,444,689      20,569,395
      Average fully diluted shares outstanding               20,451,792     20,544,325        20,449,014      20,569,395

</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 except per share data)
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                                                                       26,318        26,318
  Stock options exercised                                      141                                                      141
  Dividends on common
    stock - $.40 per share                                                                            (8,148)       (8,148)
  ESOP debt repayment                                                        538                                        538
  Securities valuation                                                                    1,054                       1,054
                                        ------------------------------------------------------------------------------------

BALANCE DECEMBER 31, 1995                      $204        $59,440      $(6,354)         $3,190      $291,215      $347,695
                                        ====================================================================================

</TABLE>
                                       4
<PAGE>
                                   COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                                    STATEMENTS OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>

                                                                                     Six Months Ended
                                                                                        December 31
                                                                             ----------------------------------

                                                                                  1995                1994
                                                                             ----------------    --------------
<S>                                                                           <C>                <C>
                                                                               (Dollar amounts in thousands)
OPERATING ACTIVITIES:
Interest received                                                                $   176,711       $   154,704
Interest paid                                                                      (107,165)          (87,698)
Operating expenses                                                                  (31,761)          (30,520)
Sales of trading securities                                                           68,485            16,339
Loan fees                                                                              2,792             4,129
Loans originated for sale                                                           (68,815)          (18,760)
Sales of loans held for sale                                                          61,833            23,043
Securitization of loans held for sale                                               (56,601)          (16,339)
Repayment of principal on trading securities                                           1,242                 -
Other income received                                                                  8,261             5,834
Income taxes paid                                                                   (13,046)          (10,841)
                                                                             ----------------    --------------

Net cash provided by operating activities                                             41,936            39,891
                                                                             ----------------    --------------

INVESTING ACTIVITIES:
Loan originations                                                                  (200,695)         (335,113)
Purchases of loans                                                                  (16,686)          (43,813)
Purchases of mortgage-backed securities                                                    -          (79,118)
Repayment of loan principal                                                          162,899           142,673
Repayment of mortgage-backed security principal                                       77,479           117,276
Purchases of investment securities                                                 (184,886)         (116,020)
Sales of investment securities available for sale                                          -            18,361
Repayment of principal on mortgage-backed securities available for sale                6,719            14,295
Maturities of investment securities                                                  270,960             7,082
Net decrease in real estate owned                                                      1,257             2,357
Other investing, net                                                                 (9,826)           (2,611)
                                                                             ----------------    --------------

Net cash provided by (used for) investing activities                                 107,221         (274,631)
                                                                             ----------------    --------------

FINANCING ACTIVITIES:
Net change in deposits                                                              (88,030)            60,035
Net change in Federal Home Loan Bank advances                                      (395,000)            35,000
Net change in other borrowed funds                                                   360,485           161,346
Net decrease in advance payments by borrowers
   for taxes and insurance                                                           (8,495)           (4,404)
Dividends paid                                                                       (8,145)           (6,080)
Other financing, net                                                                 (1,194)             1,821
                                                                             ----------------    --------------
Net cash (used for) provided by financing activities                               (140,379)           247,718
                                                                             ----------------    --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                              8,778            12,978
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                        69,973            70,950
                                                                             ----------------    --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $   78,751        $   83,928
                                                                             ================    ==============

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net income                                                                        $   26,318        $   30,967
Net change in trading securities                                                      13,328                 -
Net change in loans available for sale                                               (6,982)             4,283
Amortization and accretion of deferred charges and credits, net                        (408)             (852)
Amortization of intangibles                                                            2,399             2,058
Accrued income and expense                                                             9,578             5,847
Deferred income and expense                                                          (5,833)           (5,238)
Provision for loan and real estate owned losses                                          660               348
Depreciation and amortization                                                          2,338             2,052
ESOP debt repayment                                                                      538               426
                                                                             ----------------    --------------

Net cash provided by operations                                                   $   41,936        $   39,891
                                                                             ================    ==============

</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 and six- month periods
     ended December 31, 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,
     currently  estimated  at between 75 and 85 basis  points,  on the amount of
     deposits held as of March 31, 1995 by Savings  Association  Insurance  Fund
     ("SAIF")-member  institutions,  including  Collective  Bank, a wholly-owned
     subsidiary of Collective, to recapitalize the SAIF to the required level of
     1.25% of insured deposits.  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).

     Certain proposed  legislation also would require the recapitalized  SAIF to
     be merged with the Bank Insurance Fund into a new Deposit Insurance Fund no
     later than January 1, 1998, provided the thrift charter has been eliminated
     by that date. The elimination of the thrift charter,  by requiring thrifts,
     including  Collective Bank, to convert to state or national commercial bank
     charters,  would be effected via separate legislation enacted by the end of
     calendar  1997.
   
     The proposed  legislation  would repeal Section 593 of the Internal Revenue
     Code for taxable  years  beginning  after  December 31,  1995.  Section 593
     allows certain thrift  institutions,  including  Collective  Bank, to use a
     percentage-of-taxable  income bad debt accounting method, if more favorable
     than the specific charge-off method, for Federal income tax purposes. Since
     1993,  Collective has used the  percentage-of-taxable  income method in its
     income tax returns.  Therefore,  elimination  of the  availability  of such
     method  could cause  Collective's  effective  income tax rate to  increase,
     thereby negatively impacting net income.

     Management  cannot predict whether such proposed,  or similar,  legislation
     will be  enacted,  or if  enacted,  the  ultimate  effect  on  Collective's
     financial condition or results of operations, except as indicated above.

                                       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.  See Note
2 to the consolidated financial statements.

Assets
         Total assets decreased $81 million during the six months ended December
31, 1995. The decline,  in  interest-earning  assets,  resulted from accelerated
repayments of certain investment  securities,  and repayments of mortgage-backed
securities,  partially offset by growth in loans  receivable.  The net repayment
proceeds were used to pay maturing certificates of deposit.

         Cash and cash  equivalents  increased  $9  million  from June 30,  1995
because cash provided by operating and investing  activities  exceeded cash used
in financing activities.

         Trading  securities  decreased  $13  million  during  the period as the
fiscal 1995 year-end  inventory of originated,  securitized  loans held for sale
was sold.

         Investment  securities  decreased  $61 million from June 30, 1995.  The
decrease  resulted from  maturities  and repayments of U.S.  agency  securities,
partially  offset by an  increased  investment  in FHLB stock.  Many of the U.S.
agency  securities were redeemed as the issuing agencies  exercised call options
during the current period.  Loans receivable,  net increased $54 million as loan
originations and purchases exceeded loan repayments.  Mortgage-backed securities
decreased $75 million from principal repayments.  No mortgage-backed  securities
were purchased during the six-month period.

         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  from  sales  of  securities  from  Collective's   held-to-maturity
portfolios.  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.

                                       7
<PAGE>
     Other assets  increased  $7 million  from June 30,  1995,  primarily as the
result of a  receivable  from  brokers for trading  securities  sold in December
1995. This receivable was collected in January 1996.

Liabilities
         Deposits decreased $88 million during the six months ended December 31,
1995. The decrease was comprised of decreases in savings and investment accounts
and   certificates  of  deposit  ("CD's")  of  $13  million  and  $124  million,
respectively, offset in part by an increase in demand deposits of $49 million.

         During the six months ended December 31, 1995, Collective continued its
effort to retain maturing deposits through the use of special products,  such as
7, 8, and 20-month CD's at  attractive  rates.  During this period,  deposits in
those  categories  increased by $129 million.  Offsetting  those  increases were
reductions in other retail CD's of $176 million as customers  transferred  funds
to the special product  offerings or withdrew funds.  The six-month  period also
reflected  a  reduction  in CD's in excess  of  $100,000  ("jumbo  CD's") of $77
million because of maturities  near the end of December.  Collective had offered
attractive  rates on jumbo CD's during this period as a less expensive source of
funds compared to short-term borrowings.

         Federal  Home Loan  Bank  advances  decreased  $395  million  and other
borrowed  funds  increased $360 million during the six months ended December 31,
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.  The  payable  to  brokers  at  December  31,  1995 was for
purchased, but not settled, U.S. agency notes. Advance payments by borrowers for
taxes and insurance  decreased $8 million  during the six months ended  December
31,  1995  primarily  from  annual  tax  payments  in  December  1995 on certain
out-of-state  mortgage  loans.  The increase in other  liabilities of $5 million
from June 30, 1995 to December 31, 1995 is  attributable  to additional  accrued
interest on borrowings and an increase in accrued and deferred income taxes.

Stockholders' Equity
         Retained earnings  increased $18 million during the period primarily as
a result of net  earnings of $26 million,  less  dividends on common stock of $8
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 six months ended  December 31, 1995,  the Bank was in  compliance  with that
regulation  and at that  date had an  overall  liquidity  ratio  of 5.34%  and a
short-term ratio of 3.42%.

         At  December  31,  1995,  capital  resources  were  sufficient  to meet
outstanding  loan  origination  commitments  of $93 million and  commitments  on
unused lines of credit of $100 million. Loans originated or purchased during the
six months  ended  December 31, 1995 were funded from normal  sources  including
investment   security   maturities,   amortization  of  the  existing  loan  and
mortgage-backed securities portfolios, and borrowings.

                                       8
<PAGE>
     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 December 31, 1995,  the Bank exceeded
those requirements as follows:

<TABLE>
<CAPTION>

         Tangible Capital:          (In Thousands)                     Percent
                                    --------------                     -------
<S>                                 <C>                                <C>  
                  Actual               $   326,012                       6.56%
                  Required                  74,563                       1.50%
                                    --------------                     -------
                  Excess               $   251,449                       5.06%
                                    --------------                     -------

         Core Capital:
                  Actual               $   326,012                       6.56%
                  Required                 149,126                       3.00%
                                    --------------                     -------
                  Excess               $   176,886                       3.56%
                                    --------------                     -------

         Risk-based Capital:
                  Actual               $   332,708                      17.36%
                  Required                 153,299                       8.00%
                                    --------------                     -------
                  Excess               $   179,409                       9.36%
                                    --------------                     -------
</TABLE>


Three Months Ended December 31, 1995
Compared to Three Months Ended December 31, 1994

Net income for the three months ended December 31, 1995 decreased $1.857 million
compared  to net  income for the three  months  ended  December  31,  1994.  The
decrease  in net  income  was  comprised  of a $1.219  million  decrease  in net
interest  income before  provision for loan losses,  a $398,000  increase in the
provision for loan losses, a $627,000 increase in other income, a $1.209 million
increase in other expense, and a $342,000 decrease in income taxes.

The decrease in net interest  income  resulted  from a reduction in net interest
margin  from 3.16% for the 1994 period to 2.86% for the 1995  period,  partially
offset by an increase in average  interest-earning  assets of $270 million.  The
decrease in net interest  margin was  comprised of a 14 basis point  increase in
the yield on interest-earning  assets while the cost of funds increased 44 basis
points. The improvement in yield on interest-earning assets occurred because the
portion of the proceeds from investment  security and  mortgage-backed  security
repayments that was reinvested in loans receivable resulted in a higher yield on
those  reinvested  funds.  The  reinvestment  occurred  primarily  in the  first
mortgage,  commercial,  and home equity loan categories. The increase in cost of
funds resulted from the shifting of CD's to higher-costing  special product CD's
discussed under Liabilities  herein,  increased  balances and cost of jumbo CD's
during the period,  and an increased  amount and cost of borrowings  compared to
the 1994 period.  During the three months ended  December 31, 1995,  the average
balance  of jumbo  CD's was $119  million  compared  to $39  million in the 1994
period.  The cost of those  deposits was 5.45% in the 1995  quarter  compared to
4.38% in 1994.  During the 1995 period,  management  chose to use lower  costing
jumbo CD's as a source of funds rather than higher costing  borrowings  whenever
possible.  The average cost of borrowings was 5.61% in the 1995 quarter compared
to 5.21% in the 1994  period  and the  average  balance  of  borrowings  was $40
million  greater in 1995.  The increase in average  interest-earning  assets was
comprised of increases in virtually all loan categories,  but primarily in first
mortgage  loans.  Those  increases  were  funded  largely by  increased  average
deposits and the increased  borrowings (reverse repurchase  agreements) referred
to above.
                                       9
<PAGE>

Collective's net interest income tends to decrease in periods of rising interest
rates because its interest-bearing liabilities generally reprice faster than its
interest-earning assets. (See the "Maturity and Rate Sensitivity Analysis", page
12.)  Collective's  net  interest  income also tends to decrease in periods when
there is a relatively flat yield curve.  Conversely,  Collective's  net interest
income  tends to  increase in periods of falling  interest  rates and in periods
when there is a relatively steep yield curve because the difference  between the
yields Collective receives on its longer-term loans and securities and the rates
it pays on its shorter-term deposits and borrowings  increases.  The yield curve
in the 1995 quarter was  approximately  160 basis points  flatter than it was in
the 1994 quarter, thereby negatively impacting Collective's net interest income.

The provision for loan losses increased  because of growth in the loan portfolio
and  increased   loan  payment   delinquencies.   Average   delinquencies   were
approximately  $5  million  higher in 1995  quasrter  than they were in the 1994
quarter.

The increase in other income,  primarily consisting of gain on sale of loans and
securities,  resulted from  declining  longer-term  interest rates and increased
trading account activity as Collective securitized and sold a greater percentage
of loans  originated.  Sales of securitized loans amounted to $28 million during
the three  months  ended  December  31, 1995  compared to $7 million in the 1994
period.  The percentage of loan originations that met the criteria for long-term
investment  decreased from 99% in the 1994 quarter to 78% in the current period.
The  decrease   occurred   because  the  percentage  of   adjustable-rate   loan
originations  decreased from 68% of total originations in the 1994 period to 26%
in  the  1995  quarter.  During  the  past  eleven  months,   virtually  all  of
Collective's  conforming  30-year,  fixed-rate  loan  production was sold in the
secondary market.

Other  expense  increased  primarily  because  of  asset  growth.  Despite  that
increase, the ratio of operating expense to average assets was 1.28% in the 1995
quarter compared to 1.30% in the 1994 quarter.

The decrease in income taxes resulted from reduced pre-tax income. The effective
income tax rate was 36% in the 1995 quarter  compared to 34% in the 1994 period.
The effective rate was lower in 1994 because of certain unanticipated income tax
refunds.

Six Months Ended December 31, 1995
Compared to Six Months Ended December 31, 1994

Net income for the six months ended December 31, 1995  decreased  $4.649 million
compared to net income for the six months ended  December 31, 1994. The decrease
in net income was comprised of a $5.712 million  decrease in net interest income
before provision for loan losses, a $450,000  increase in the provision for loan
losses,  a $2.225 million increase in other income, a $2.589 million increase in
other expense, and a $1.877 million decrease in income taxes.

The decrease in net interest  income  resulted  from a reduction in net interest
margin from 3.26 % for the 1994 period to 2.84% for the 1995  period,  partially
offset by an increase in interest-earning  assets of $297 million.  The decrease
in net interest  margin was comprised of a 21 basis point  increase in the yield
on  interest-earning  assets while the cost of funds  increased 63 basis points.
The improvement in yield on interest-earning assets occurred because the portion
of the proceeds from investment security and mortgage-backed security repayments
that was  reinvested  in loans  receivable  resulted in a higher  yield on those
reinvested  funds.  The reinvestment  occurred  primarily in the first mortgage,
commercial,  and home  equity  loan  categories.  The  increase in cost of funds
resulted  from the  shifting  of CD's to  higher-costing  special  product  CD's
                                       10
<PAGE>

discussed under Liabilities herein, increased average balances and cost of jumbo
CD's,  and an  increased  amount  and cost of  borrowings  compared  to the 1994
period.  During the six months ended December 31, 1995,  the average  balance of
jumbo CD's was $99 million compared to $30 million in the 1994 period.  The cost
of those deposits was 5.45% in the 1995 period compared to 3.88% in 1994. During
the 1995 period, management chose to use lower costing jumbo CD's as a source of
funds rather than higher costing borrowings whenever possible.  The average cost
of borrowings was 5.69% in the 1995 period  compared to 4.86% in the 1994 period
and the average balance of borrowings was $66 million higher in the 1995 period.
The increase in average  interest-earning  assets was  comprised of increases in
virtually all loan  categories,  but primarily in first  mortgage  loans.  Those
increases were funded largely by increased deposits and the increased borrowings
(reverse repurchase agreements) referred to above.

During the six months ended December 31, 1995, the yield curve was approximately
180 basis  points  flatter than it was in the 1994  period,  thereby  negatively
impacting Collective's net interest income.

The provision for loan losses increased  because of growth in the loan portfolio
and  increased   loan  payment   delinquencies.   Average   delinquencies   were
approximately  $3 million  higher in the 1995  period than they were in the 1994
period.

The  increase in other  income was  comprised  of gain on sale of loans and fees
relating to deposit accounts. The increased gain on sale resulted from declining
longer-term  interest rates and increased trading account activity as Collective
securitized  and  sold a  greater  percentage  of  loans  originated.  Sales  of
securitized  loans  amounted to $68 million during the six months ended December
31, 1995  compared to $19 million in the 1994  period.  The  percentage  of loan
originations that met the criteria for long-term  investment  decreased from 95%
in the 1994 period to 75% in the current period.  The decrease  occurred because
the percentage of adjustable-rate loan originations  decreased from 61% of total
originations  in the 1994  period  to 22% in the 1995  period.  During  the past
eleven months, virtually all of Collective's conforming 30-year, fixed-rate loan
production  was  sold  in the  secondary  market.  The  increase  in fee  income
primarily consisted of non-sufficient  fund charges as Collective  continued its
campaign to charge and collect more deposit account fees.

Other  expense  increased  primarily  because  of  asset  growth.  Despite  that
increase, the ratio of operating expense to average assets was 1.26% in the 1995
period compared to 1.28% in the 1994 period.

The decrease in income taxes resulted from reduced pre-tax income. The effective
income tax rate was 36% in the 1995 period  compared to 35% in the 1994  period.
The effective rate was lower in 1994 because of certain unanticipated income tax
refunds.

                                       11
<PAGE>
                                    COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                                  MATURITY AND RATE SENSITIVITY ANALYSIS (1)
<TABLE>
<CAPTION>
                                                                 December 31, 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                          $    763,212       $     315,756           $260,420        $  1,339,388
   Fixed rate mortgages                      206,177 (2)         339,487            374,894             920,558
  Mortgage-backed securities                 367,391 (3)       1,501,530            227,060           2,095,981
  Consumer and commercial loans              145,522              33,593              1,417             180,532
  Federal funds sold                          23,681                   -                  -              23,681
  Investment securities                      258,903 (4)               -                452             259,355
                                     ----------------    ----------------    ---------------     ---------------

Total rate sensitive assets             $  1,764,886        $  2,190,366           $864,243        $  4,819,495
                                     ================    ================    ===============     ===============

Liabilities:
  Fixed maturity deposits               $  1,249,913       $     524,938           $ 17,739        $  1,792,590
  NOW accounts                                     -             492,461                  -             492,461
  Money market demand accounts               273,526                   -                  -             273,526
  Passbook accounts                           95,007             232,222            219,650             546,879
  Other borrowings                         1,413,405                   -                  -           1,413,405
                                     ----------------    ----------------    ---------------     ---------------

Total rate sensitive liabilities        $  3,031,851        $  1,249,621           $237,389        $  4,518,861
                                     ================    ================    ===============     ===============

Dollar gap (5)                          $(1,266,965)       $     940,745           $626,854        $    300,634
                                     ================    ================    ===============     ===============



<FN>
(1)  As presented  in the above  table,  the Bancorp  calculates  interest  rate
     sensitivity  information  employing  techniques  developed by the Office of
     Thrift Supervision.
(2)  Includes $12,796 of loans classified as available for sale.
(3)  Includes $70,855 of mortgage-backed  securities classified as available for
     sale.
(4)  Includes  $37,138 of  securities  classified  as  available  for sale,  but
     excludes  $33,000  of  outstanding  commitments  to  purchase  U.S.  agency
     securities.
(5)  Rate sensitive assets less rate sensitive liabilities.
</FN>
</TABLE>



PART II
Item 6.  Exhibits and Reports on Form 8-K
(a) Exhibits
      (11)  Statement Re Computation of Per Share Earnings
      (27)  Financial Data Schedule

                                       12

<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  February 14, 1996                              Edward J. McColgan
                                 Vice Chairman & Chief Financial Officer





                                                     BERNARD H. BERKMAN
Date  February 14, 1996                              Bernard H. Berkman
                     Executive Vice President & Chief Accounting Officer

                                       13


                            COLLECTIVE BANCORP, INC.
                COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
<TABLE>
<CAPTION>
                                                          Three Months Ended                        Six Months Ended
                                                             December 31                               December 31
PRIMARY                                                1995                1994               1995                  1994
                                                 -----------------------------------    ---------------------------------------
<S>                                               <C>                   <C>              <C>                       <C>
EARNINGS:
  Net income                                         $13,120,557         $14,977,973         $26,317,881            $30,966,531
                                                 ===================================    =======================================

SHARES:
  Weighted average number of
    common shares outstanding                         20,158,061          20,272,000          20,154,061             20,269,000


  Assuming  exercise of options reduced by 
    the number of shares which could have been 
    purchased with the proceeds from exercise
    of such options (1)                                  293,731             272,325             290,628                300,395
                                                 -----------------------------------    ---------------------------------------

  Weighted average number of common
    shares outstanding as adjusted                    20,451,792          20,544,325          20,444,689             20,569,395
                                                 ===================================    =======================================

Primary earnings per share of
  common stock                                             $0.64               $0.73               $1.29                  $1.51
                                                 ===================================    =======================================



ASSUMING FULL DILUTION
EARNINGS:
  Net income                                        $13,120,557         $14,977,973         $26,317,881            $30,966,531
                                                 ==================================     ======================================

SHARES:
  Weighted average number of
    common shares outstanding                        20,158,061          20,272,000          20,154,061             20,268,964

  Assuming  exercise of options reduced by 
    the number of shares which could have been 
    purchased with the proceeds from exercise
    of such options (2)                                 293,731             272,325             294,953                300,395
                                                 ----------------------------------     --------------------------------------

  Weighted average number of common
    shares outstanding as adjusted                   20,451,792          20,544,325          20,449,014             20,569,359
                                                 ==================================     ======================================

Fully diluted earnings per share of
    common stock                                          $0.64               $0.73               $1.29                  $1.51
                                                 ==================================     ======================================

<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>
</TABLE>

<TABLE> <S> <C>
                                                     
<ARTICLE>                                                 9
<LEGEND>                                                                 1000
This  schedule  contains  summary  financial   information  extracted  from  the
Statements  of  Consolidated   Financial  Condition  as  of  December  31,  1995
(Unaudited)  and the  Statements of  Consolidated  Operations for the six months
ended  December  31,  1995  (Unaudited)  and is  qualified  in its  entirety  by
reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                                             1000
                                                           
<S>                                                               <C>
<PERIOD-TYPE>                                                          6-MOS
<FISCAL-YEAR-END>                                                 JUN-30-1996
<PERIOD-START>                                                    JUL-01-1995
<PERIOD-END>                                                      DEC-31-1995
<CASH>                                                                  55070
<INT-BEARING-DEPOSITS>                                                      0
<FED-FUNDS-SOLD>                                                        23681
<TRADING-ASSETS>                                                            0
<INVESTMENTS-HELD-FOR-SALE>                                            120789
<INVESTMENTS-CARRYING>                                                2280343
<INVESTMENTS-MARKET>                                                  2237228
<LOANS>                                                               2427682
<ALLOWANCE>                                                                 0
<TOTAL-ASSETS>                                                        5029348
<DEPOSITS>                                                            3189794
<SHORT-TERM>                                                          1446405
<LIABILITIES-OTHER>                                                     45454
<LONG-TERM>                                                                 0
                                                       0
                                                                 0
<COMMON>                                                                  204
<OTHER-SE>                                                             347491
<TOTAL-LIABILITIES-AND-EQUITY>                                        5029348
<INTEREST-LOAN>                                                         94994
<INTEREST-INVEST>                                                       82832
<INTEREST-OTHER>                                                            0
<INTEREST-TOTAL>                                                       177826
<INTEREST-DEPOSIT>                                                      67029
<INTEREST-EXPENSE>                                                      42571
<INTEREST-INCOME-NET>                                                   68226
<LOAN-LOSSES>                                                             690
<SECURITIES-GAINS>                                                       1195
<EXPENSE-OTHER>                                                         34571
<INCOME-PRETAX>                                                         41024
<INCOME-PRE-EXTRAORDINARY>                                              41024
<EXTRAORDINARY>                                                             0
<CHANGES>                                                                   0
<NET-INCOME>                                                            26318
<EPS-PRIMARY>                                                            1.29
<EPS-DILUTED>                                                            1.29
<YIELD-ACTUAL>                                                           7.27
<LOANS-NON>                                                             25532
<LOANS-PAST>                                                                0
<LOANS-TROUBLED>                                                            0
<LOANS-PROBLEM>                                                             0
<ALLOWANCE-OPEN>                                                        13575
<CHARGE-OFFS>                                                             345
<RECOVERIES>                                                                0
<ALLOWANCE-CLOSE>                                                       13230
<ALLOWANCE-DOMESTIC>                                                    13230
<ALLOWANCE-FOREIGN>                                                         0
<ALLOWANCE-UNALLOCATED>                                                     0
        

</TABLE>


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