SEC Company Response from PEAPACK GLADSTONE FINANCIAL CORP (PGC) (CIK 0001050743) (PGC) — May 1, 2007
PEAPACK GLADSTONE FINANCIAL CORP (PGC) (CIK 0001050743)
Date: May 1, 2007 · CIK: 0001050743 · Accession: 0000914317-07-001216
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-16197
Letter
May 1, 2007 VIA EDGAR AND DHL John P. Nolan - Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 4561 100 F Street, N.E. Washington, DC 20549
Re: Peapack-Gladstone Financial Corporation Form 10-K for the Fiscal Year Ended December 31, 2006 Filed March 16, 2007 File No. 001-16197 -----------------------------------------------------
Dear Mr. Nolan:
Please accept this letter in response to your letter to me dated April 5, 2007 regarding the Form 10-K of Peapack-Gladstone Financial Corporation (the "Company") for the fiscal year ended December 31, 2006 filed with the Securities ------- and Exchange Commission (the "Commission") on March 16, 2007 (the "Form 10-K"). ---------- ---------
Item 1 of your letter is repeated below and the Company's response thereto follows each bullet point of Item 1:
1. We note your disclosure that you make operating decisions and assess performance based on review of your banking operations, which constitute the only operating segment for financial reporting. In light of the increasing significance of your PGB Trust and Investments division to your results of operations, please refer to paragraphs 10 - 15 of SFAS 131 and tell us the following:
o Describe your organization structure within the bank and the holding company, identifying who manages this division and to whom that individual directly reports;
Peapack-Gladstone Financial Corporation (the "Corporation") was formed in 1997 and is the holding company for Peapack-Gladstone Bank (the "Bank"). The bank, founded in 1921, is a commercial bank operating 22 branches in Somerset, Hunterdon, Morris and Union Counties. PGB Trust and Investments (the "Division") was formed and began operations in 1972 for the purpose of providing trust
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John P. Nolan - Accounting Branch Chief May 1, 2007 Page 2
services to bank customers. Virtually all the clients of the trust and investment division also are customers of the bank and have non-trust products, such as loan and deposit relationships. Mr. Craig Spengeman manages the trust division on a day-to-day basis and reports directly to Mr. Frank Kissel, CEO of the Bank and the Company. Mr. Kissel is responsible for managing and making all important decisions for all banking operations, including the trust division.
o Describe the information contained in your internal management reports generated for this division and the banking operations;
Internal information management reports are prepared for the division indicating the number of managed accounts and non-managed accounts and the breakdown of total assets under administration by trust, investment management and custody accounts. In addition, monthly reports are prepared listing fees generated by type of accounts. Profit and loss information is prepared on a quarterly basis listing gross revenue and certain direct operating expenses, such as salary and trust department expense. This report does not include any allocation of indirect expenses. This information is used for the preparation of Schedule RC-T for the bank's regulatory quarterly call report (Fiduciary and Related Services Income).
Financial reports generated for banking operations on a monthly basis include detailed consolidated balance sheets and income statements at the bank level that compare changes with prior periods and variances to detailed budgets. Revenue and personnel costs relating to the trust and investment division are incorporated into the Bank's annual budget. Additional monthly reports that are prepared for the banking operations include rate/volume analysis, loan delinquency, income and expense variance, deposits by branch, investment portfolio, long and short-term borrowings and certificate of deposits reports.
o Identify the individual(s) that review the information, when they review it, and for what purpose they review it;
Mr. Spengeman reviews the client data and fee income reports on a monthly basis for the purpose of monitoring the division's growth and budgeted fee income goals.
The monthly financial reports, prepared for the banking operations, are reviewed by the executive management group of Mr. Kissel, Mr. Rogers, Mr. Spengeman, Mr. Bromley and myself. These meetings focus on the bank's overall progress toward its growth and profit goals. These reports are then presented to the Board of Directors at their monthly meetings.
o Identify the individual(s) who make resource allocation decisions for the division;
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John P. Nolan - Accounting Branch Chief May 1, 2007 Page 3
Mr. Spengeman, under the supervision and approval of Mr. Kissel, is responsible for resource allocation decisions for the Division and review the staffing requirements on an as needed basis.
o Identify the individual(s) who assess performance of the division and describe the specific information used in the assessment; and
Mr. Spengeman, with the supervision of Mr. Kissel, assesses the performance of the Division. The information reviewed and used on a monthly basis in the assessment includes reports indicating the growth in the number of and market value comparisons of managed and non-managed accounts and the investment performance on the various different types of accounts along with reports indicating gross trust fees recorded by type of account or service.
Mr. Kissel evaluates the performance of the division as part of the overall performance of the Banking operations as there is not separate financial statement information prepared on a regular basis for the division. Performance of the division is evaluated by Mr. Kissel primarily on growth and retention of trust clients.
o Describe the nature of information, if any, with respect to this division that is presented to your board of directors.
No separate monthly financial statements for the Division are presented to the Board. On a quarterly basis, Mr. Spengeman presents financial data on the growth of client accounts and balances and fees generated by type of account to the Board.
The Board of Directors is presented monthly financial statements for the Bank that incorporates the revenue and expenses of the Trust Division. These statements include consolidated income statements and balance sheets at the bank level that compare changes with prior periods and variances to budget. In addition, the board reviews delinquency reports, financial performance and liquidity ratio reports and investment securities activities reports.
By way of this letter, we acknowledge that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
*****
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John P. Nolan - Accounting Branch Chief May 1, 2007 Page 4
Please contact me should you have any questions.
Very truly yours,
/s/ ARTHUR F. BIRMINGHAM
Show Raw Text
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[PEAPACK-GLADSTONE LETTERHEAD]
May 1, 2007
VIA EDGAR AND DHL
John P. Nolan - Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance - Mail Stop 4561
100 F Street, N.E.
Washington, DC 20549
Re: Peapack-Gladstone Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed March 16, 2007
File No. 001-16197
-----------------------------------------------------
Dear Mr. Nolan:
Please accept this letter in response to your letter to me dated April
5, 2007 regarding the Form 10-K of Peapack-Gladstone Financial Corporation (the
"Company") for the fiscal year ended December 31, 2006 filed with the Securities
-------
and Exchange Commission (the "Commission") on March 16, 2007 (the "Form 10-K").
---------- ---------
Item 1 of your letter is repeated below and the Company's response
thereto follows each bullet point of Item 1:
1. We note your disclosure that you make operating decisions and assess
performance based on review of your banking operations, which constitute the
only operating segment for financial reporting. In light of the increasing
significance of your PGB Trust and Investments division to your results of
operations, please refer to paragraphs 10 - 15 of SFAS 131 and tell us the
following:
o Describe your organization structure within the bank and the holding
company, identifying who manages this division and to whom that
individual directly reports;
Peapack-Gladstone Financial Corporation (the "Corporation") was formed
in 1997 and is the holding company for Peapack-Gladstone Bank (the
"Bank"). The bank, founded in 1921, is a commercial bank operating 22
branches in Somerset, Hunterdon, Morris and Union Counties. PGB Trust
and Investments (the "Division") was formed and began operations in
1972 for the purpose of providing trust
<page>
John P. Nolan - Accounting Branch Chief
May 1, 2007
Page 2
services to bank customers. Virtually all the clients of the trust and
investment division also are customers of the bank and have non-trust
products, such as loan and deposit relationships. Mr. Craig Spengeman
manages the trust division on a day-to-day basis and reports directly
to Mr. Frank Kissel, CEO of the Bank and the Company. Mr. Kissel is
responsible for managing and making all important decisions for all
banking operations, including the trust division.
o Describe the information contained in your internal management
reports generated for this division and the banking operations;
Internal information management reports are prepared for the division
indicating the number of managed accounts and non-managed accounts and
the breakdown of total assets under administration by trust, investment
management and custody accounts. In addition, monthly reports are
prepared listing fees generated by type of accounts. Profit and loss
information is prepared on a quarterly basis listing gross revenue and
certain direct operating expenses, such as salary and trust department
expense. This report does not include any allocation of indirect
expenses. This information is used for the preparation of Schedule RC-T
for the bank's regulatory quarterly call report (Fiduciary and Related
Services Income).
Financial reports generated for banking operations on a monthly basis
include detailed consolidated balance sheets and income statements at
the bank level that compare changes with prior periods and variances to
detailed budgets. Revenue and personnel costs relating to the trust and
investment division are incorporated into the Bank's annual budget.
Additional monthly reports that are prepared for the banking operations
include rate/volume analysis, loan delinquency, income and expense
variance, deposits by branch, investment portfolio, long and short-term
borrowings and certificate of deposits reports.
o Identify the individual(s) that review the information, when they
review it, and for what purpose they review it;
Mr. Spengeman reviews the client data and fee income reports on a
monthly basis for the purpose of monitoring the division's growth and
budgeted fee income goals.
The monthly financial reports, prepared for the banking operations, are
reviewed by the executive management group of Mr. Kissel, Mr. Rogers,
Mr. Spengeman, Mr. Bromley and myself. These meetings focus on the
bank's overall progress toward its growth and profit goals. These
reports are then presented to the Board of Directors at their monthly
meetings.
o Identify the individual(s) who make resource allocation decisions
for the division;
<page>
John P. Nolan - Accounting Branch Chief
May 1, 2007
Page 3
Mr. Spengeman, under the supervision and approval of Mr. Kissel, is
responsible for resource allocation decisions for the Division and
review the staffing requirements on an as needed basis.
o Identify the individual(s) who assess performance of the division
and describe the specific information used in the assessment; and
Mr. Spengeman, with the supervision of Mr. Kissel, assesses the
performance of the Division. The information reviewed and used on a
monthly basis in the assessment includes reports indicating the growth
in the number of and market value comparisons of managed and
non-managed accounts and the investment performance on the various
different types of accounts along with reports indicating gross trust
fees recorded by type of account or service.
Mr. Kissel evaluates the performance of the division as part of the
overall performance of the Banking operations as there is not separate
financial statement information prepared on a regular basis for the
division. Performance of the division is evaluated by Mr. Kissel
primarily on growth and retention of trust clients.
o Describe the nature of information, if any, with respect to this
division that is presented to your board of directors.
No separate monthly financial statements for the Division are presented
to the Board. On a quarterly basis, Mr. Spengeman presents financial
data on the growth of client accounts and balances and fees generated
by type of account to the Board.
The Board of Directors is presented monthly financial statements for
the Bank that incorporates the revenue and expenses of the Trust
Division. These statements include consolidated income statements and
balance sheets at the bank level that compare changes with prior
periods and variances to budget. In addition, the board reviews
delinquency reports, financial performance and liquidity ratio reports
and investment securities activities reports.
By way of this letter, we acknowledge that (i) the Company is
responsible for the adequacy and accuracy of the disclosure in the Form 10-K;
(ii) staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the Form
10-K; and (iii) the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
*****
<page>
John P. Nolan - Accounting Branch Chief
May 1, 2007
Page 4
Please contact me should you have any questions.
Very truly yours,
/s/ ARTHUR F. BIRMINGHAM
ARTHUR F. BIRMINGHAM
Executive Vice President and
Chief Financial Officer
cc: Frank A. Kissel
Anthony J. Consi, II
Ronald H. Janis, Esq.
Michael T. Rave, Esq.
Stephen Geiger
John G. Kendall
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