LAKELAND BANCORP INC - Quarter Report: 2014 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting Company

Form 10-Q

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 June 30, 2014

¨	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 000-17820

LAKELAND BANCORP, INC.

(Exact name of registrant as specified in its charter)


New Jersey		22-2953275
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


250 Oak Ridge Road, Oak Ridge, New Jersey		07438
(Address of principal executive offices)		(Zip Code)

(973) 697-2000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, any Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

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.

As of July 31, 2014, there were 37,914,094 outstanding shares of Common Stock, no par value.

LAKELAND BANCORP, INC.

Form 10-Q Index


		PAGE
	Part I Financial Information

Item 1.	Financial Statements:

	Consolidated Balance Sheets - June 30, 2014 (unaudited) and December 31, 2013		3
	Consolidated Statements of Income - Unaudited Three and Six Months Ended June 30, 2014 and 2013		4
	Consolidated Statements of Comprehensive Income (Loss) - Unaudited Three and Six Months Ended June 30, 2014 and 2013		5
	Consolidated Statements of Changes in Stockholders’ Equity - Unaudited Six Months Ended June 30, 2014		6
	Consolidated Statements of Cash Flows - Unaudited Six Months Ended June 30, 2014 and 2013		7
	Notes to Consolidated Financial Statements (unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		52

Item 4.	Controls and Procedures		53

	Part II Other Information

Item 1.	Legal Proceedings		54

Item 1A.	Risk Factors		54

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		54

Item 3.	Defaults Upon Senior Securities		54

Item 4.	Mine Safety Disclosures		54

Item 5.	Other Information		54

Item 6.	Exhibits		54

Signatures			55

The Securities and Exchange Commission maintains a web site which contains reports, proxy and information statements and other information relating to registrants that file electronically at the address: http://www.sec.gov.

Lakeland Bancorp, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS


	June 30, 2014			December 31,
	(unaudited)			2013
	(dollars in thousands except share and per share amounts)
ASSETS:
Cash	$	125,991		$	94,205
Interest-bearing deposits due from banks		12,974			8,516

Total cash and cash equivalents		138,965			102,721

Investment securities available for sale, at fair value		415,643			431,106
Investment securities held to maturity; fair value of $105,720 at June 30, 2014 and $100,394 at December 31, 2013		105,480			101,744
Federal Home Loan Bank and other membership bank stock, at cost		9,811			7,938
Loans held for sale		399			1,206
Loans, net of deferred costs (fees)		2,608,537			2,469,016
Less: allowance for loan and lease losses		29,866			29,821

Net loans		2,578,671			2,439,195
Premises and equipment, net		36,202			37,148
Accrued interest receivable		8,353			8,603
Goodwill		109,974			109,974
Other identifiable intangible assets		2,182			2,424
Bank owned life insurance		56,693			55,968
Other assets		17,175			19,764

TOTAL ASSETS	$	3,479,548		$	3,317,791

LIABILITIES
Deposits:
Noninterest bearing	$	649,186		$	600,652
Savings and interest-bearing transaction accounts		1,797,358			1,812,467
Time deposits under $100 thousand		169,655			180,859
Time deposits $100 thousand and over		110,651			115,227

Total deposits		2,726,850			2,709,205
Federal funds purchased and securities sold under agreements to repurchase		156,511			81,991
Other borrowings		174,000			119,000
Subordinated debentures		41,238			41,238
Other liabilities		13,116			14,933

TOTAL LIABILITIES		3,111,715			2,966,367

STOCKHOLDERS’ EQUITY
Common stock, no par value; authorized shares, 70,000,000; issued 37,914,094 shares at June 30, 2014 and 37,873,800 shares at December 31, 2013		383,362			364,637
Accumulated deficit		(16,647	)		(8,538	)
Accumulated other comprehensive income (loss)		1,118			(4,675	)

TOTAL STOCKHOLDERS’ EQUITY		367,833			351,424

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,479,548		$	3,317,791

The accompanying notes are an integral part of these consolidated financial statements.

Lakeland Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2014		2013			2014		2013
	(In thousands, except per share data)
INTEREST INCOME
Loans, leases and fees	$	27,558	$	25,365		$	54,456	$	49,772
Federal funds sold and interest-bearing deposits with banks		9		17			22		30
Taxable investment securities and other		2,515		1,808			5,061		3,527
Tax-exempt investment securities		467		440			940		870

TOTAL INTEREST INCOME		30,549		27,630			60,479		54,199

INTEREST EXPENSE
Deposits		1,243		1,560			2,506		3,222
Federal funds purchased and securities sold under agreements to repurchase		35		13			50		22
Other borrowings		852		911			1,659		1,873

TOTAL INTEREST EXPENSE		2,130		2,484			4,215		5,117

NET INTEREST INCOME		28,419		25,146			56,264		49,082
Provision for loan and lease losses		1,593		2,594			3,082		5,777

NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES		26,826		22,552			53,182		43,305
NONINTEREST INCOME
Service charges on deposit accounts		2,663		2,692			5,222		5,214
Commissions and fees		1,082		1,143			2,095		2,356
Gains on sales and calls of investment securities		—		1			2		506
Gain on debt extinguishment		—		1,197			—		1,197
Income on bank owned life insurance		365		340			725		653
Other income		261		420			400		918

TOTAL NONINTEREST INCOME		4,371		5,793			8,444		10,844

NONINTEREST EXPENSE
Salaries and employee benefits		11,200		10,133			22,013		20,086
Net occupancy expense		2,041		1,887			4,658		3,861
Furniture and equipment		1,660		1,505			3,353		2,910
Stationery, supplies and postage		334		368			688		738
Marketing expense		476		435			862		723
FDIC insurance expense		511		556			1,012		1,069
Legal expense		219		286			492		528
Expenses on other real estate owned and other repossessed assets		100		(2	)		115		17
Long term debt prepayment fee		—		—			—		526
Merger related expenses		—		1,452			—		2,083
Core deposit intangible amortization		119		41			242		41
Other expenses		2,870		2,732			5,837		5,038

TOTAL NONINTEREST EXPENSE		19,530		19,393			39,272		37,620

Income before provision for income taxes		11,667		8,952			22,354		16,529
Income tax expense		3,886		3,049			7,410		5,518

NET INCOME	$	7,781	$	5,903		$	14,944	$	11,011

PER SHARE OF COMMON STOCK
Basic earnings	$	0.20	$	0.18		$	0.39	$	0.34

Diluted earnings	$	0.20	$	0.18		$	0.39	$	0.34

Dividends	$	0.07	$	0.07		$	0.14	$	0.13

The accompanying notes are an integral part of these consolidated financial statements.

Lakeland Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)-UNAUDITED


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2014		2013			2014			2013
	(in thousands)					(in thousands)
NET INCOME	$	7,781	$	5,903		$	14,944		$	11,011

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized securities gains (losses) during period		2,797		(6,321	)		5,785			(6,572	)
Reclassification for gains included in net income		0		(1	)		(2	)		(329	)
Change in pension liability, net		5		4			10			10

Other Comprehensive Income (Loss)		2,802		(6,318	)		5,793			(6,891	)

TOTAL COMPREHENSIVE INCOME (LOSS)	$	10,583	($	415	)	$	20,737		$	4,120

The accompanying notes are an integral part of these consolidated financial statements.

Lakeland Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - UNAUDITED

Six Months Ended June 30, 2014


						Accumulated
						Other
	Common		Accumulated			Comprehensive
	Stock		deficit			Income (Loss)			Total
	(dollars in thousands)
BALANCE January 1, 2014	$	364,637	($	8,538	)	($	4,675	)	$	351,424

Net Income		—		14,944			—			14,944
Other comprehensive income, net of tax		—		—			5,793			5,793
Stock based compensation		638		—			—			638
Stock dividend		17,630		(17,630	)		—			—
Issuance of stock to dividend reinvestment and stock purchase plan		369		(305	)		—			64
Exercise of stock options, net of excess tax benefits		88		—			—			88
Cash dividends, common stock		—		(5,118	)		—			(5,118	)

BALANCE June 30, 2014 (UNAUDITED)	$	383,362	($	16,647	)	$	1,118		$	367,833

The accompanying notes are an integral part of these consolidated financial statements.

Lakeland Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


	For the Six Months Ended
	June 30,
	2014			2013
	(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	14,944		$	11,011
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of premiums, discounts and deferred loan fees and costs		1,808			2,783
Depreciation and amortization		1,807			1,804
Amortization of intangible assets		242			—
Provision for loan and lease losses		3,082			5,777
Loans originated for sale		(8,450	)		(20,152	)
Proceeds from sales of loans		9,492			20,668
Gains on securities		(2	)		(506	)
Gain on early debt extinguishment		—			(1,197	)
Gains on sales of loans held for sale		(235	)		(377	)
Gains on other real estate and other repossessed assets		(65	)		(45	)
(Gains) losses on sales of premises and equipment		19			(68	)
Stock-based compensation		638			441
(Increase) decrease in other assets		(813	)		7,911
Decrease in other liabilities		(1,863	)		(519	)

NET CASH PROVIDED BY OPERATING ACTIVITIES		20,604			27,531

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash acquired in acquisition		—			74,316
Proceeds from repayments on and maturity of securities:
Available for sale		24,738			38,704
Held to maturity		11,217			14,551
Proceeds from sales of securities
Available for sale		15,646			53,670
Held to maturity		1,374			—
Purchase of securities:
Available for sale		(17,133	)		(106,933	)
Held to maturity		(16,497	)		(5,657	)
Net increase in Federal Home Loan Bank Stock		(1,873	)		(100	)
Net increase in loans and leases		(143,585	)		(62,609	)
Proceeds from sales of other real estate and repossessed assets		455			1,218
Capital expenditures		(1,056	)		(1,546	)
Proceeds from sales of bank premises and equipment		—			462

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(126,714	)		6,076

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		17,737			(9,939	)
Increase (decrease) in federal funds purchased and securities sold under agreements to repurchase		74,520			(662	)
Proceeds from other borrowings		130,000			—
Repayments of other borrowings		(75,000	)		(10,000	)
Early extinguishment of subordinated debentures		—			(7,803	)
Excess tax benefits		65			37
Exercise of stock options		86			91
Issuance of stock to dividend reinvestment and stock purchase plan		64			100
Dividends paid		(5,118	)		(3,569	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		142,354			(31,745	)

Net increase in cash and cash equivalents		36,244			1,862
Cash and cash equivalents, beginning of period		102,721			107,545

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	138,965		$	109,407

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements – (Unaudited)

Note 1. Significant Accounting Policies

Basis of Presentation.

This quarterly report presents the consolidated financial statements of Lakeland Bancorp, Inc. (the Company) and its subsidiary, Lakeland Bank (Lakeland). The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (U.S. GAAP) and predominant practices within the banking industry.

The Company’s unaudited interim financial statements reflect all adjustments, such as normal recurring accruals that are, in the opinion of management, necessary for the fair presentation of the results of the interim periods. The results of operations for the quarter presented do not necessarily indicate the results that the Company will achieve for all of 2014. You should read these interim financial statements in conjunction with the audited consolidated financial statements and accompanying notes that are presented in the Lakeland Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2013.

On May 31, 2013, the Company completed its acquisition of Somerset Hills Bancorp (“Somerset Hills”). For more information, see Note 2 below.

On May 21, 2014, the Company’s Board of Directors authorized a 5% stock dividend which was distributed on June 17, 2014 to holders of record as of June 3, 2014. All weighted average, actual share and per share information set forth in this Quarterly Report on Form 10-Q have been adjusted retroactively for the effects of the stock dividend.

The financial information in this quarterly report has been prepared in accordance with the Company’s customary accounting practices. Certain information and footnote disclosures required under U.S. GAAP have been condensed or omitted, as permitted by rules and regulations of the Securities and Exchange Commission.

Note 2. Acquisitions

On May 31, 2013, the Company completed its acquisition of Somerset Hills Bancorp, a bank holding company headquartered in Bernardsville, New Jersey. This acquisition enables the Company to expand into Somerset and Union counties, and broaden its presence in Morris County. Effective at the close of business on May 31, 2013, Somerset Hills Bancorp merged into the Company, and Somerset Hills Bank merged into Lakeland Bank. The Merger Agreement provided that the shareholders of Somerset Hills Bancorp would receive, at their election, for each outstanding share of Somerset Hills Bancorp common stock that they own at the effective time of the merger, either 1.1962 shares of Lakeland Bancorp common stock or $11.43 in cash (adjusted for the 5% stock dividend referred to above), subject to proration as described in the Merger Agreement, so that 90% of the aggregate merger consideration was shares of Lakeland Bancorp common stock and 10% was cash. Lakeland Bancorp issued an aggregate of 6,083,783 shares of its common stock in the merger, and also assumed outstanding Somerset Hills Bancorp stock options (which were converted into options to purchase Lakeland Bancorp common stock). Lakeland Bancorp paid $6.5 million in cash in the transaction.

The acquisition was accounted for under the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at their estimated fair values as of the acquisition date. Somerset Hills’ assets were recorded at their preliminary estimated fair values as of May 31, 2013 and Somerset Hills’ results of operations have been included in the Company’s Consolidated Statements of Income since that date.

The assets acquired and liabilities assumed in the acquisition were recorded at their estimated fair values based on management’s best estimates using information available at the date of the acquisition, including the use of a third party valuation specialist. The fair values are preliminary estimates and subject to adjustment for up to one year after the closing date of the acquisition. The following table summarizes the estimated fair value of the acquired assets and liabilities (in thousands).


Consideration Paid

Lakeland Bancorp stock issued	$	57,419
Cash Payment		6,460
Fair value of Somerset Hills stock options converted to Lakeland Bancorp stock options		1,500

Total Consideration Paid	$	65,379

Recognized amounts of identifiable assets and liabilities assumed at fair value
Cash and cash equivalents	$	80,776
Securities available for sale		1,777
Securities held to maturity		8,686
Federal Home Loan Bank stock		493
Loans and leases		243,927
Loans held for sale		2,532
Premises and equipment		5,214
Identifiable intangible assets		2,712
Accrued interest receivable and other assets		9,946
Deposits		(311,801	)
Other liabilities		(1,745	)

Total identifiable assets	$	42,517

Goodwill	$	22,862

Loans acquired in the Somerset Hills acquisition were recorded at fair value and subsequently accounted for in accordance with ASC Topic 310, and there was no carryover related allowance for loan and lease losses. The fair values of loans acquired from Somerset Hills were estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted for estimated future credit losses and the rate of prepayments. Projected cash flows were then discounted to present value using a risk-adjusted market rate for similar loans.

The following is a summary of the loans acquired in the Somerset Hills acquisition as of the closing date.


	Acquired		Acquired
	Credit		Non-Credit		Total
	Impaired		Impaired		Acquired
(in thousands)	Loans		Loans		Loans
Contractually required principal and interest at acquisition	$	4,507	$	352,148	$	356,655
Contractual cash flows not expected to be collected (non-accretable difference)		2,541		—		2,541

Expected cash flows at acquisition	$	1,966	$	352,148	$	354,114
Interest component of expected cash flows (accretable difference)		322		107,333		107,655

Fair value of acquired loans, including mortgages held for sale	$	1,644	$	244,815	$	246,459

The core deposit intangible totaled $2.7 million and is being amortized over its estimated useful life of approximately 10 years using an accelerated method. The goodwill will be evaluated annually for impairment. The goodwill is not deductible for tax purposes.

The fair values of deposit liabilities with no stated maturities such as checking, money market and savings accounts, were assumed to equal the carrying amounts since these deposits are payable on demand. The fair values of certificates of deposits and IRAs represent the present value of contractual cash flows discounted at market rates for similar certificates of deposit.

Direct costs related to the acquisition were expensed as incurred. During the three and six months ended June 30, 2013, the Company incurred $1.5 million and $2.1 million, respectively, of merger and acquisition integration-related expenses, which have been separately stated in the Company’s Consolidated Statements of Income.

Note 3. Share-Based Compensation

The Company grants stock options, restricted stock and restricted stock units under the 2009 Equity Compensation Program. Share-based compensation expense of $638,000 and $441,000 was recognized for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, there was unrecognized compensation cost of $1.0 million related to unvested restricted stock; that cost is expected to be recognized over a weighted average period of approximately 2.3 years. Unrecognized compensation expense related to unvested stock options was approximately $101,000 as of June 30, 2014 and is expected to be recognized over a period of 2.9 years. Unrecognized compensation expense related to unvested restricted stock units was approximately $1.1 million as of June 30, 2014, and that cost is expected to be recognized over a period of 2.7 years.

In the first six months of 2014, the Company granted 1,942 shares of restricted stock at an average grant date fair value of $11.21 per share under the Company’s 2009 equity compensation program. These shares vest over a five year period. Compensation expense on these shares is expected to average approximately $4,000 per year for the next five years. In the first six months of 2013, the Company granted 104,141 shares of restricted stock at a grant date fair value of $9.35 per share under the 2009 program. Compensation expense on these shares is expected to average approximately $195,000 per year over a five year period.

In the first half of 2014, the Company granted 127,797 restricted stock units at a weighted average grant date fair value of $10.66 per share under the Company’s 2009 equity compensation program. These shares cliff vest within a range of two to three years. A portion of these shares will vest subject to certain performance conditions in the restricted stock unit agreement. Compensation expense on these restricted stock units is expected to average approximately $453,000 per year over a three year period.

There were no grants of stock options in the first six months of 2014.

On May 31, 2013, the Company granted options to purchase 52,500 shares to two new non-employee directors of the Company at an exercise price of $9.44 per share under the 2009 program. Each director’s options are exercisable in five equal installments beginning at the date of grant and continuing on the next four anniversaries of the grant date. The fair value of these options were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


Risk-free interest rates		1.55	%
Expected dividend yield		2.82	%
Expected volatility		45.45	%
Expected lives (years)		7.00

Weighted average fair value of options granted	$	3.31

Option activity under the Company’s stock option plans is as follows:


						Weighted
						average
				Weighted		remaining
				average		contractual
	Number of			exercise		term		Aggregate
	shares			price		(in years)		intrinsic value
Outstanding, January 1, 2014		514,626		$	10.67			$	754,938
Issued		—			—
Exercised		(11,420	)		7.51
Forfeited		(1,179	)		12.57
Expired		(1,010	)		7.69

Outstanding, June 30, 2014		501,017		$	10.74		3.03	$	497,491

Options exercisable at June 30, 2014		469,517		$	10.83		2.63	$	454,130

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the first six months of 2014 and the exercise price, multiplied by the number of in-the-money options).

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2014 and 2013 was $42,000 and $31,000, respectively. Exercise of stock options during the first six months of 2014 and 2013 resulted in cash receipts of $86,000 and $91,000, respectively.

Information regarding the Company’s restricted stock (all unvested) and changes during the six months ended June 30, 2014 is as follows:


				Weighted
	Number of			average
	shares			price
Outstanding, January 1, 2014		262,270		$	9.12
Granted		1,942			11.21
Vested		(88,207	)		9.00
Forfeited		(2,184	)		9.25

Outstanding, June 30, 2014		173,821		$	9.21

Information regarding the Company’s restricted stock units (all unvested) and changes during the six months ended June 30, 2014 is as follows:


				Weighted
	Number of			average
	shares			price
Outstanding, January 1, 2014		—		$	—
Granted		127,797			10.66
Forfeited		(8	)		10.66

Outstanding, June 30, 2014		127,789		$	10.66

Note 4. Comprehensive Income

The components of other comprehensive income are as follows:


	June 30, 2014									June 30, 2013
	Before			Tax Benefit			Net of			Before			Tax Benefit			Net of
For the quarter ended:	tax amount			(Expense)			tax amount			tax amount			(Expense)			tax amount
	(in thousands)									(in thousands)
Net unrealized gains (losses) on available for sale securities
Net unrealized holding gains (losses) arising during period	$	4,325		($	1,528	)	$	2,797		($	9,986	)	$	3,665		($	6,321	)
Reclassification adjustment for net gains arising during the period		—			—			—			(1	)		—			(1	)

Net unrealized gains (losses)	$	4,325		($	1,528	)	$	2,797		($	9,987	)	$	3,665		($	6,322	)
Change in minimum pension liability		8			(3	)		5			7			(3	)		4

Other comprehensive income (loss), net	$	4,333		($	1,531	)	$	2,802		($	9,980	)	$	3,662		($	6,318	)


	Before			Tax Benefit			Net of			Before			Tax Benefit			Net of
For the six months ended:	tax amount			(Expense)			tax amount			tax amount			(Expense)			tax amount
	(in thousands)									(in thousands)
Net unrealized gains (losses) on available for sale securities
Net unrealized holding gains (losses) arising during period	$	9,040		($	3,255	)	$	5,785		($	10,400	)	$	3,828		($	6,572	)
Reclassification adjustment for net gains arising during the period		(3	)		1			(2	)		(506	)		177			(329	)

Net unrealized gains (losses)	$	9,037		($	3,254	)	$	5,783		($	10,906	)	$	4,005		($	6,901	)
Change in minimum pension liability		16			(6	)		10			15			(5	)		10

Other comprehensive income (loss), net	$	9,053		($	3,260	)	$	5,793		($	10,891	)	$	4,000		($	6,891	)

The following table shows the changes in the balances of each of the components of other comprehensive income for the periods presented:

Changes in Accumulated Other Comprehensive Income by Component (a)


	For the Three Months Ended									For the Three Months Ended
	June 30, 2014									June 30, 2013
	Unrealized Gains									Unrealized Gains
	and Losses on									and Losses on
	Available-for-sale									Available-for-sale
	Securities			Pension Items			Total			Securities			Pension Items			Total
Beginning Balance	($	1,661	)	($	23	)	($	1,684	)	$	3,974		($	611	)	$	3,363

	(in thousands)
Other comprehensive income (loss) before classifications		2,797			5			2,802			(6,321	)		4			(6,317	)
Amounts reclassified from accumulated other comprehensive income		—			—			—			(1	)		—			(1	)

Net current period other comprehensive income (loss)		2,797			5			2,802			(6,322	)		4			(6,318	)

Ending balance	$	1,136		($	18	)	$	1,118		($	2,348	)	($	607	)	($	2,955	)

(a)	All amounts are net of tax.

Changes in Accumulated Other Comprehensive Income by Component (a)


	For the Six Months Ended									For the Six Months Ended
	June 30, 2014									June 30, 2013
	Unrealized Gains									Unrealized Gains
	and Losses on									and Losses on
	Available-for-sale									Available-for-sale
	Securities			Pension Items			Total			Securities			Pension Items			Total
Beginning Balance	($	4,647	)	($	28	)	($	4,675	)	$	4,553		($	617	)	$	3,936

	(in thousands)
Other comprehensive income (loss) before classifications		5,785			10			5,795			(6,572	)		10			(6,562	)
Amounts reclassified from accumulated other comprehensive income		(2	)		—			(2	)		(329	)		—			(329	)

Net current period other comprehensive income (loss)		5,783			10			5,793			(6,901	)		10			(6,891	)

Ending balance	$	1,136		($	18	)	$	1,118		($	2,348	)	($	607	)	($	2,955	)

(a)	All amounts are net of tax.

Note 5. Statement of Cash Flow Information, Supplemental Information


	For the Six Months Ended
	June 30,
	2014		2013
	(in thousands)
Supplemental schedule of noncash investing and financing activities:
Cash paid during the period for income taxes	$	6,657	$	3,850
Cash paid during the period for interest		4,225		5,094
Transfer of loans and leases into other repossessed assets and other real estate owned		722		980
Acquisition of Somerset Hills Bancorp:
Non-cash assets acquired:
Investment securities available for sale		—		1,777
Investment securities held for maturity		—		8,686
Loans, including loans held for sale		—		246,459
Goodwill and other intangible assets, net		—		25,574
Other assets		—		15,653
Total non-cash assets acquired		—		298,149
Liabilities assumed:		—
Deposits		—		311,801
Other liabilities		—		1,745
Total liabilities assumed		—		313,546
Common stock issued and fair value of stock options converted to Lakeland Bancorp stock options		—		58,919

Note 6. Earnings Per Share

The following schedule shows the Company’s earnings per share for the periods presented:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
(In thousands, except per share data)	2014		2013		2014		2013
Net income available to common shareholders	$	7,781	$	5,903	$	14,944	$	11,011
Less: earnings allocated to participating securities		62		50		97		77

Net income allocated to common shareholders	$	7,719	$	5,853	$	14,847	$	10,934

Weighted average number of common shares outstanding - basic (1)		37,740		33,103		37,711		32,078
Share-based plans (1)		110		96		117		80

Weighted average number of common shares - diluted (1)		37,850		33,199		37,828		32,158

Basic earnings per share	$	0.20	$	0.18	$	0.39	$	0.34

Diluted earnings per share	$	0.20	$	0.18	$	0.39	$	0.34

(1)	Adjusted for 5% stock dividend distributed June 17, 2014 to shareholders of record on June 3, 2014

Options to purchase 357,163 shares of common stock at a weighted average price of $11.91 per share were outstanding and were not included in the computations of diluted earnings per share for the three months and for the six months ended June 30, 2014 because the exercise price was greater than the average market price. Options to purchase 517,622 shares of common stock at a weighted average price of $11.70 were outstanding and were not included in the computations of diluted earnings per share for the three months and for the six months ended June 30, 2013 because the exercise price was greater than the average market price.

Note 7. Investment Securities


AVAILABLE FOR SALE	June 30, 2014									December 31, 2013
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
	(in thousands)									(in thousands)
U.S. treasury and U.S. government agencies	$	72,801	$	133	$	(1,120	)	$	71,814	$	72,828	$	—	$	(2,663	)	$	70,165
Mortgage-backed securities, residential		292,974		3,201		(2,422	)		293,753		310,088		1,752		(7,338	)		304,502
Obligations of states and political subdivisions		31,635		975		(164	)		32,446		36,482		914		(523	)		36,873
Other debt securities		491		15		—			506		3,541		37		(158	)		3,420
Equity securities		15,971		1,364		(211	)		17,124		15,433		1,097		(384	)		16,146

	$	413,872	$	5,688	$	(3,917	)	$	415,643	$	438,372	$	3,800	$	(11,066	)	$	431,106


HELD TO MATURITY	June 30, 2014									December 31, 2013
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
	(in thousands)									(in thousands)
U.S. government agencies	$	14,681	$	182	$	(151	)	$	14,712	$	19,732	$	3	$	(576	)	$	19,159
Mortgage-backed securities, residential		42,026		558		(875	)		41,709		34,596		524		(1,025	)		34,095
Mortgage-backed securities, multifamily		2,307		—		(76	)		2,231		2,355		—		(166	)		2,189
Obligations of states and political subdivisions		44,931		659		(216	)		45,374		43,521		495		(770	)		43,246
Other debt securities		1,535		159		—			1,694		1,540		165		—			1,705

	$	105,480	$	1,558	$	(1,318	)	$	105,720	$	101,744	$	1,187	$	(2,537	)	$	100,394

The following table shows investment securities by stated maturity. Securities backed by mortgages have expected maturities that differ from contractual maturities because borrowers have the right to call or prepay, and are, therefore, classified separately with no specific maturity date (in thousands):


	June 30, 2014
	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	3,868	$	3,879	$	8,987	$	9,050
Due after one year through five years		47,774		47,848		14,747		15,195
Due after five years through ten years		52,986		52,755		30,326		30,518
Due after ten years		299		284		7,087		7,017

		104,927		104,766		61,147		61,780
Mortgage-backed securities		292,974		293,753		44,333		43,940
Equity securities		15,971		17,124		—		—

Total securities	$	413,872	$	415,643	$	105,480	$	105,720

The following table shows proceeds from sales of securities, gross gains and gross losses on sales or calls of securities and other than temporary impairments for the periods indicated (in thousands):


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2014			2013		2014			2013
Sale proceeds	$	17,020		$	—	$	17,020		$	53,670
Gross gains		340			1		346			509
Gross losses		(340	)		—		(344	)		(3	)

The above sales include sales of $1.3 million in held-to-maturity mortgage backed securities of which the Company had already collected over 90% of the principal outstanding. The Company realized $73,000 in gains on sales of these securities.

Gains or losses on sales of investment securities are based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method.

Securities with a carrying value of approximately $345.5 million and $324.5 million at June 30, 2014 and December 31, 2013, respectively, were pledged to secure public deposits and for other purposes required by applicable laws and regulations.

The following table indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2014 and December 31, 2013:


June 30, 2014	Less than 12 months				12 months or longer				Total
			Unrealized				Unrealized		Number of				Unrealized
AVAILABLE FOR SALE	Fair value		Losses		Fair value		Losses		securities		Fair value		Losses
	(dollars in thousands)
U.S. treasury and U.S. government agencies	$	3,013	$	3	$	50,929	$	1,117		12	$	53,942	$	1,120
Mortgage-backed securities, residential		34,036		110		84,044		2,312		31		118,080		2,422
Obligations of states and political subdivisions		277		1		6,086		163		12		6,363		164
Equity securities		—		—		4,736		211		2		4,736		211

	$	37,326	$	114	$	145,795	$	3,803		57	$	183,121	$	3,917

HELD TO MATURITY

U.S. government agencies	$	—	$	—	$	5,737	$	151		1	$	5,737	$	151
Mortgage-backed securities, residential		9,429		156		18,585		719		8		28,014		875
Mortgage-backed securities, multifamily		—		—		2,231		76		2		2,231		76
Obligations of states and political subdivisions		2,677		5		6,590		211		20		9,267		216

	$	12,106	$	161	$	33,143	$	1,157		31	$	45,249	$	1,318


December 31, 2013	Less than 12 months				12 months or longer				Total
			Unrealized				Unrealized		Number of				Unrealized
AVAILABLE FOR SALE	Fair value		Losses		Fair value		Losses		securities		Fair value		Losses
	(dollars in thousands)
U.S. government agencies	$	70,165	$	2,663	$	—	$	—		16	$	70,165	$	2,663
Mortgage-backed securities, residential		177,262		6,730		10,724		608		51		187,986		7,338
Obligations of states and political subdivisions		8,500		328		2,087		195		21		10,587		523
Other debt securities		—		—		805		158		1		805		158
Equity securities		—		—		10,215		384		3		10,215		384

	$	255,927	$	9,721	$	23,831	$	1,345		92	$	279,758	$	11,066

HELD TO MATURITY

U.S. government agencies	$	14,153	$	576	$	—	$	—		5	$	14,153	$	576
Mortgage-backed securities, residential		22,939		889		1,097		136		11		24,036		1,025
Mortgage-backed securities, multifamily		895		99		1,294		67		2		2,189		166
Obligations of states and political subdivisions		17,826		607		1,456		163		51		19,282		770

	$	55,813	$	2,171	$	3,847	$	366		69	$	59,660	$	2,537

Management has evaluated the securities in the above table and has concluded that none of the securities with unrealized losses have impairments that are other-than-temporary. Fair value below cost is due to interest rate movements and is deemed temporary. All investment securities are evaluated on a periodic basis to determine if factors are identified that would require further analysis. In evaluating the Company’s securities, management considers the following items:

•

The Company’s ability and intent to hold the securities, including an evaluation of the need to sell the security to meet certain liquidity measures, or whether the Company has sufficient levels of cash to hold the identified security in order to recover the entire amortized cost of the security;

•

The financial condition of the underlying issuer;

•

The credit ratings of the underlying issuer and if any changes in the credit rating have occurred;

•

The length of time the security’s fair value has been less than amortized cost; and

•

Adverse conditions related to the security or its issuer if the issuer has failed to make scheduled payments or other factors.

If the above factors indicate that additional analysis is required, management will consider the results of discounted cash flow analysis.

As of June 30, 2014, the equity securities include investments in other financial institutions for market appreciation purposes. Those equities had a net amortized cost of $2.6 million and a market value of $3.9 million as of June 30, 2014.

As of June 30, 2014, equity securities also included $13.2 million in investment funds that do not have a quoted market price but use net asset value per share or its equivalent to measure fair value.

The funds include $2.9 million in funds that are primarily invested in community development loans that are guaranteed by the Small Business Administration (SBA). Because the funds are primarily guaranteed by the federal government there are minimal changes in market value between accounting periods. These funds can be redeemed within 60 days notice at the net asset value less unpaid management fees with the approval of the fund manager. As of June 30, 2014, the net amortized cost equaled the market value of the investment. There are no unfunded commitments related to this investment.

The funds also include $10.3 million in funds that are invested in government guaranteed loans, mortgage-backed securities, small business loans and other instruments supporting affordable housing and economic development. The Company may redeem these funds at the net asset value calculated at the end of the current business day less any unpaid management fees. As of June 30, 2014, the amortized cost of these securities was $10.5 million and the fair value was $10.3 million. There are no restrictions on redemptions for the holdings in these investments other than the notice required by the fund manager. There are no unfunded commitments related to this investment.

Note 8. Loans, Leases and Other Real Estate.

The following sets forth the composition of Lakeland’s loan and lease portfolio as of June 30, 2014 and December 31, 2013:


	June 30,			December 31,
	2014			2013
	(in thousands)
Commercial, secured by real estate	$	1,486,430		$	1,389,861
Commercial, industrial and other		237,071			213,808
Leases		50,191			41,332
Real estate-residential mortgage		433,634			432,831
Real estate-construction		64,641			53,119
Home equity and consumer		338,231			339,338

Total loans		2,610,198			2,470,289

Less: deferred fees		(1,661	)		(1,273	)

Loans, net of deferred fees	$	2,608,537		$	2,469,016

At June 30, 2014 and December 31, 2013, home equity and consumer loans included overdraft deposit balances of $485,000 and $590,000, respectively. At June 30, 2014 and December 31, 2013, the Company had $361.3 million and $263.1 million in residential loans pledged for potential borrowings at the Federal Home Loan Bank of New York (FHLB).

Purchased Credit-Impaired (“PCI”) loans, are loans acquired at a discount that is due, in part, to credit quality. In conjunction with the Somerset Hills acquisition, loans totaling $1.6 million were deemed to be PCI loans at May 31, 2013 (the “acquisition date”). PCI loans are accounted for in accordance with ASC Subtopic 310-30 and are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance (i.e., allowance for loan losses). For more information, see Note 2 – Acquisitions.

Subsequent to the acquisition date, there was credit deterioration in two PCI loans totaling $1.5 million. These loans are currently being evaluated for impairment with the remainder of the Company’s impaired loans, and the Company recognized a valuation allowance for these loans in the allowance for loan losses. The remaining PCI loan for $149,000 was paid in full in the first half of 2014.

Non-Performing Assets and Past Due Loans

The following schedule sets forth certain information regarding the Company’s non-performing assets and its accruing troubled debt restructurings:


	June 30,		December 31,
(in thousands)	2014		2013
Commercial, secured by real estate	$	9,035	$	7,697
Commercial, industrial and other		700		88
Leases		61		—
Real estate - residential mortgage		6,730		6,141
Real estate - construction		612		831
Home equity and consumer		2,251		2,175

Total non-accrual loans and leases	$	19,389	$	16,932
Other real estate and other repossessed assets		850		520

TOTAL NON-PERFORMING ASSETS	$	20,239	$	17,452

Troubled debt restructurings, still accruing	$	6,818	$	10,289

Non-accrual loans included $1.5 million and $2.3 million of troubled debt restructurings as of June 30, 2014 and December 31, 2013, respectively.

An age analysis of past due loans, segregated by class of loans as of June 30, 2014 and December 31, 2013, is as follows:


													Recorded
					Greater						Total		Investment greater
	30-59 Days		60-89 Days		Than		Total				Loans		than 89 Days and
	Past Due		Past Due		89 Days		Past Due		Current		and Leases		still accruing
	(in thousands)
June 30, 2014
Commercial, secured by real estate	$	6,001	$	1,949	$	7,501	$	15,451	$	1,470,979	$	1,486,430	$	—
Commercial, industrial and other		365		—		607		972		236,099		237,071		—
Leases		656		5		61		722		49,469		50,191		—
Real estate—residential mortgage		4,631		1,888		5,920		12,439		421,195		433,634		—
Real estate—construction		—		—		612		612		64,029		64,641		—
Home equity and consumer		1,534		1,043		2,198		4,775		333,456		338,231		286

	$	13,187	$	4,885	$	16,899	$	34,971	$	2,575,227	$	2,610,198	$	286

December 31, 2013
Commercial, secured by real estate	$	6,068	$	5,154	$	8,394	$	19,616	$	1,370,245	$	1,389,861	$	697
Commercial, industrial and other		455		118		88		661		213,147		213,808		—
Leases		77		179		—		256		41,076		41,332		—
Real estate—residential mortgage		5,352		1,306		6,555		13,213		419,618		432,831		414
Real estate—construction		—		—		831		831		52,288		53,119		—
Home equity and consumer		1,776		533		3,061		5,370		333,968		339,338		886

	$	13,728	$	7,290	$	18,929	$	39,947	$	2,430,342	$	2,470,289	$	1,997

Impaired Loans

Impaired loans as of June 30, 2014, June 30, 2013 and December 31, 2013 are as follows:


			Contractual
	Recorded		Unpaid				Interest		Average
	Investment in		Principal		Specific		Income		Investment in
June 30, 2014	Impaired loans		Balance		Allowance		Recognized		Impaired loans
	(in thousands)
Loans without specific allowance:
Commercial, secured by real estate	$	15,564	$	16,445	$	—	$	205	$	15,170
Commercial, industrial and other		542		923		—		42		1,850
Real estate-residential mortgage		255		304		—		—		276
Real estate-construction		465		2,411		—		—		483
Home equity and consumer		—		—		—		—		—

Loans with specific allowance:
Commercial, secured by real estate		4,023		4,179		285		87		4,418
Commercial, industrial and other		151		151		5		4		183
Real estate-residential mortgage		—		—		—		—		—
Real estate-construction		—		—		—		—		—
Home equity and consumer		1,267		1,283		493		30		1,219

Total:
Commercial, secured by real estate	$	19,587	$	20,624	$	285	$	292	$	19,588
Commercial, industrial and other		693		1,074		5		46		2,033
Real estate—residential mortgage		255		304		—		—		276
Real estate-construction		465		2,411		—		—		483
Home equity and consumer		1,267		1,283		493		30		1,219

	$	22,267	$	25,696	$	783	$	368	$	23,599


			Contractual
	Recorded		Unpaid				Interest		Average
	Investment in		Principal		Specific		Income		Investment in
June 30, 2013	Impaired loans		Balance		Allowance		Recognized		Impaired loans
	(in thousands)
Loans without specific allowance:
Commercial, secured by real estate	$	13,579	$	18,247	$	—	$	122	$	11,343
Commercial, industrial and other		4,457		4,605		—		96		4,640
Real estate-residential mortgage		355		355		—		—		357
Real estate-construction		1,758		4,565		—		—		3,273
Home equity and consumer		368		368		—		1		368

Loans with specific allowance:
Commercial, secured by real estate		8,404		9,042		611		164		8,375
Commercial, industrial and other		619		741		152		2		659
Real estate-residential mortgage		156		156		23		—		199
Real estate-construction		146		534		15		—		146
Home equity and consumer		1,120		1,120		168		24		1,030

Total:
Commercial, secured by real estate	$	21,983	$	27,289	$	611	$	286	$	19,718
Commercial, industrial and other		5,076		5,346		152		98		5,299
Real estate—residential mortgage		511		511		23		—		556
Real estate-construction		1,904		5,099		15		—		3,419
Home equity and consumer		1,488		1,488		168		25		1,398

	$	30,962	$	39,733	$	969	$	409	$	30,390


			Contractual
	Recorded		Unpaid				Interest		Average
	Investment in		Principal		Specific		Income		Investment in
December 31, 2013	Impaired loans		Balance		Allowance		Recognized		Impaired loans
	(in thousands)
Loans without specific allowance:
Commercial, secured by real estate	$	8,223	$	9,656	$	—	$	198	$	8,853
Commercial, industrial and other		4,020		4,118		—		189		4,333
Real estate-residential mortgage		617		672		—		—		622
Real estate-construction		501		2,411		—		—		2,111
Home equity and consumer		17		17		—		1		17

Loans with specific allowance:
Commercial, secured by real estate		10,152		10,217		739		442		9,727
Commercial, industrial and other		155		155		31		5		396
Real estate-residential mortgage		—		—		—		—		—
Real estate-construction		—		—		—		—		—
Home equity and consumer		934		936		140		42		907

Total:
Commercial, secured by real estate	$	18,375	$	19,873	$	739	$	640	$	18,580
Commercial, industrial and other		4,175		4,273		31		194		4,729
Real estate—residential mortgage		617		672		—		—		622
Real estate-construction		501		2,411		—		—		2,111
Home equity and consumer		951		953		140		43		924

	$	24,619	$	28,182	$	910	$	877	$	26,966

Interest that would have been accrued on impaired loans during the first six months of 2014 and 2013 had the loans been performing under original terms would have been $885,000 and $1.2 million, respectively. Interest that would have accrued for the year ended December 31, 2013 was $2.2 million.

Credit Quality Indicators

The class of loans are determined by internal risk rating. Management closely and continually monitors the quality of its loans and leases and assesses the quantitative and qualitative risks arising from the credit quality of its loans and leases. It is the policy of Lakeland to require that a Credit Risk Rating be assigned to all commercial loans and loan commitments. The Credit Risk Rating System has been developed by management to provide a methodology to be used by Loan Officers, department heads and Senior Management in identifying various levels of credit risk that exist within Lakeland’s loan portfolios. The risk rating system assists Senior Management in evaluating Lakeland’s commercial loan portfolio, analyzing trends, and determining the proper level of required reserves to be recommended to the Board. In assigning risk ratings, management considers, among other things, a borrower’s debt service coverage, earnings strength, loan to value ratios, industry conditions and economic conditions. Management categorizes commercial loans and commitments into a one (1) to nine (9) numerical structure with rating 1 being the strongest rating and rating 9 being the weakest. Ratings 1 through 5W are considered ‘Pass’ ratings.

The following table shows the Company’s commercial loan portfolio as of June 30, 2014 and December 31, 2013, by the risk ratings discussed above (in thousands):


June 30, 2014	Commercial,		Commercial,
	secured by		industrial		Real estate-
Risk Rating	real estate		and other		construction
1	$	—	$	926	$	—
2		—		10,980		—
3		69,991		23,965		—
4		468,323		87,442		3,971
5		824,552		74,594		57,197
5W - Watch		49,280		16,822		—
6 - Other Assets Especially Mentioned		26,285		10,432		1,241
7 - Substandard		47,999		11,910		2,232
8 - Doubtful		—		—		—
9 - Loss		—		—		—

Total	$	1,486,430	$	237,071	$	64,641


December 31, 2013	Commercial,		Commercial,
	secured by		industrial		Real estate-
Risk Rating	real estate		and other		construction
1	$	—	$	952	$	—
2		—		12,964		—
3		70,811		9,263		—
4		442,933		60,002		1,178
5		754,275		85,939		48,243
5W - Watch		38,893		12,278		—
6 - Other Assets Especially Mentioned		27,640		9,596		1,245
7 - Substandard		55,309		22,814		2,453
8 - Doubtful		—		—		—
9 - Loss		—		—		—

Total	$	1,389,861	$	213,808	$	53,119

The risk rating tables above do not include consumer or residential loans or leases because they are evaluated on their payment status.

Allowance for Loan and Lease Losses

The following table details activity in the allowance for loan and lease losses by portfolio segment for the three months ended June 30, 2014 and 2013:


	Commercial,			Commercial,						Real estate-						Home
Three Months Ended June 30, 2014	secured by			industrial						residential			Real estate-			equity and
Allowance for Loan and Lease Losses:	real estate			and other			Leases			mortgage			construction			consumer			Unallocated			Total

	(in thousands)
Beginning Balance	$	14,135		$	5,506		$	460		$	2,968		$	483		$	2,612		$	3,356		$	29,520
Charge-offs		(144	)		(599	)		(126	)		(354	)		(25	)		(483	)		—			(1,731	)
Recoveries		320			88			—			3			1			72			—			484
Provision		(269	)		(1,394	)		320			1,614			77			1,910			(665	)		1,593

Ending Balance	$	14,042		$	3,601		$	654		$	4,231		$	536		$	4,111		$	2,691		$	29,866


	Commercial,			Commercial,						Real estate-						Home
Three Months Ended June 30, 2013	secured by			industrial						residential			Real estate-			equity and
Allowance for Loan and Lease Losses:	real estate			and other			Leases			mortgage			construction			consumer			Total

	(in thousands)
Beginning Balance	$	16,421		$	5,244		$	482		$	3,828		$	1,246		$	2,402			29,623
Charge-offs		(65	)		(482	)		(60	)		(186	)		(1,750	)		(236	)		(2,779	)
Recoveries		36			32			19			62			—			39			188
Provision		2,047			326			(42	)		(583	)		875			(29	)		2,594

Ending Balance	$	18,439		$	5,120		$	399		$	3,121		$	371		$	2,176		$	29,626

The following table details activity in the allowance for loan and lease losses by portfolio segment for the six months ended June 30, 2014 and 2013:


	Commercial,			Commercial,						Real estate-						Home
Six Months Ended June 30, 2014	secured by			industrial						residential			Real estate-			equity and
Allowance for Loan and Lease Losses:	real estate			and other			Leases			mortgage			construction			consumer			Unallocated			Total

	(in thousands)
Beginning Balance	$	14,463		$	5,331		$	504		$	3,214		$	542		$	2,737		$	3,030		$	29,821
Charge-offs		(1,791	)		(612	)		(165	)		(509	)		(25	)		(1,084	)		—			(4,186	)
Recoveries		354			679			—			9			1			106			—			1,149
Provision		1,016			(1,797	)		315			1,517			18			2,352			(339	)		3,082

Ending Balance	$	14,042		$	3,601		$	654		$	4,231		$	536		$	4,111		$	2,691		$	29,866


	Commercial,			Commercial,						Real estate-						Home
Six Months Ended June 30, 2013	secured by			industrial						residential			Real estate-			equity and
Allowance for Loan and Lease Losses:	real estate			and other			Leases			mortgage			construction			consumer			Total

	(in thousands)
Beginning Balance	$	16,258		$	5,103		$	578		$	3,568		$	587		$	2,837			28,931
Charge-offs		(814	)		(659	)		(172	)		(751	)		(2,402	)		(691	)		(5,489	)
Recoveries		80			62			107			63			7			88			407
Provision		2,915			614			(114	)		241			2,179			(58	)		5,777

Ending Balance	$	18,439		$	5,120		$	399		$	3,121		$	371		$	2,176		$	29,626

Loans receivable summarized by portfolio segment and impairment method are as follows:


	Commercial,		Commercial,				Real estate-				Home
	secured by		industrial				residential		Real estate-		equity and
	real estate		and other		Leases		mortgage		construction		consumer		Total

	(in thousands)
At June 30, 2014
Ending Balance: Individually evaluated for impairment	$	19,587	$	693	$	—	$	255	$	465	$	1,267	$	22,267
Ending Balance: Collectively evaluated for impairment		1,466,843		236,378		50,191		433,379		64,176		336,964	$	2,587,931
Ending Balance: Loans acquired with deteriorated credit quality		—		—		—		—		—		—	$	0

Ending Balance (1)	$	1,486,430	$	237,071	$	50,191	$	433,634	$	64,641	$	338,231	$	2,610,198

(1)	Excludes deferred fees


	Commercial,		Commercial,				Real estate-				Home
	secured by		industrial				residential		Real estate-		equity and
	real estate		and other		Leases		mortgage		construction		consumer		Total

	(in thousands)
At December 31, 2013
Ending Balance: Individually evaluated for impairment	$	18,375	$	4,175	$	—	$	617	$	501	$	951	$	24,619
Ending Balance: Collectively evaluated for impairment		1,371,486		209,633		41,332		432,214		52,618		337,976	$	2,445,259
Ending Balance: Loans acquired with deteriorated credit quality		—		—		—		—		—		411	$	411

Ending Balance(1)	$	1,389,861	$	213,808	$	41,332	$	432,831	$	53,119	$	339,338	$	2,470,289

(1)	Excludes deferred fees

The allowance for loan losses is summarized by portfolio segment and impairment classification as follows:


	Commercial,		Commercial,				Real estate-				Home
	secured by		industrial				residential		Real estate-		equity and
At June 30, 2014	real estate		and other		Leases		mortgage		construction		consumer		Unallocated		Total
	(in thousands)
Ending Balance: Individually evaluated for impairment	$	285	$	5	$	—	$	—	$	—	$	493	$	—	$	783
Ending Balance: Collectively evaluated for impairment		13,757		3,596		654		4,231		536		3,618		2,691	$	29,083
Ending Balance: Loans acquired with deteriorated credit quality		—		—		—		—		—		—		—		—

Ending Balance	$	14,042	$	3,601	$	654	$	4,231	$	536	$	4,111	$	2,691	$	29,866


	Commercial,		Commercial,				Real estate-				Home
	secured by		industrial				residential		Real estate-		equity and
At December 31, 2013	real estate		and other		Leases		mortgage		construction		consumer		Unallocated		Total
	(in thousands)
Ending Balance: Individually evaluated for impairment	$	739	$	31	$	—	$	—	$	—	$	140	$	—	$	910
Ending Balance: Collectively evaluated for impairment		13,724		5,300		504		3,214		542		2,597		3,030	$	28,911
Ending Balance: Loans acquired with deteriorated credit quality		—		—		—		—		—		—		—		—

Ending Balance	$	14,463	$	5,331	$	504	$	3,214	$	542	$	2,737	$	3,030	$	29,821

Lakeland also maintains a reserve for unfunded lending commitments which are included in other liabilities. This reserve was $1.1 million and $1.2 million for the periods ended June 30, 2014 and December 31, 2013, respectively. The Company analyzes the adequacy of the reserve for unfunded lending commitments in conjunction with its analysis of the adequacy of the allowance for loan and lease losses. For more information on this analysis, see “Risk Elements” in Management’s Discussion and Analysis.

Troubled Debt Restructurings

Troubled debt restructurings are those loans where concessions have been made due to borrowers’ financial difficulties. Restructured loans typically involve a modification of terms such as a reduction of the stated interest rate, a moratorium of principal payments and/or an extension of the maturity date at a stated interest rate lower than the current market rate of a new loan with similar risk. The Company considers the potential losses on these loans as well as the remainder of its impaired loans while considering the adequacy of the allowance for loan and lease losses.

The following table summarizes loans that have been restructured during the three and six months ended June 30, 2014 and 2013:


	For the Three Months Ended						For the Three Months Ended
	June 30, 2014						June 30, 2013
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
			Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Contracts		Investment		Investment		Contracts		Investment		Investment
	(Dollars in thousands)						(Dollars in thousands)
Troubled Debt Restructurings:
Commercial, secured by real estate		2	$	1,697	$	1,697		7	$	3,472	$	3,468
Commercial, industrial and other		—		—		—		1		127		125
Leases		—		—		—		—		—		—
Real estate—residential mortgage		—		—		—		—		—		—
Real estate—construction		—		—		—		—		—		—
Home equity and consumer		—		—		—		1		11		11

		2	$	1,697	$	1,697		9	$	3,610	$	3,604


	For the Six Months Ended						For the Six Months Ended
	June 30, 2014						June 30, 2013
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
			Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Contracts		Investment		Investment		Contracts		Investment		Investment
	(Dollars in thousands)						(Dollars in thousands)
Troubled Debt Restructurings:
Commercial, secured by real estate		2	$	1,697	$	1,697		11	$	5,472	$	5,468
Commercial, industrial and other		—		—		—		1		127		125
Leases		—		—		—		—		—		—
Real estate—residential mortgage		—		—		—		—		—		—
Real estate—construction		—		—		—		—		—		—
Home equity and consumer		3		335		335		1		11		11

		5	$	2,032	$	2,032		13	$	5,610	$	5,604

The following table summarizes as of June 30, 2014 and 2013, loans that were restructured within the last 12 months that have subsequently defaulted:


	For the Six Months Ended
	June 30, 2014				June 30, 2013
	Number of		Recorded		Number of		Recorded
	Contracts		Investment		Contracts		Investment
	(Dollars in thousands)				(Dollars in thousands)
Defaulted Troubled Debt Restructurings:
Commercial, secured by real estate		—	$	—		4	$	1,183
Commercial, industrial and other		—		—		—		—
Leases		—		—		—		—
Real estate—residential mortgage		1		174		—		—
Real estate—construction		—		—		—		—
Home equity and consumer		1		235		—		—

		2	$	409		4	$	1,183

Mortgages Held for Sale

Residential mortgages originated by the bank and held for sale in the secondary market are carried at the lower of cost or fair market value. Fair value is generally determined by the value of purchase commitments on individual loans. Losses are recorded as a valuation allowance and charged to earnings. As of June 30, 2014, the Company had $399,000 mortgages held for sale compared to $1.2 million as of December 31, 2013.

Other Real Estate and Other Repossessed Assets

At June 30, 2014, the Company had other repossessed assets and other real estate owned of $43,000 and $807,000, respectively. At December 31, 2013, the Company had other repossessed assets and other real estate owned of $54,000 and $466,000, respectively.

Note 9. Employee Benefit Plans

The components of net periodic pension cost for the Newton Trust Company’s defined benefit pension plan are as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(in thousands)						(in thousands)
Interest cost	$	24		$	23		$	47		$	45
Expected return on plan assets		(24	)		(18	)		(48	)		(36	)
Amortization of unrecognized net actuarial loss		10			20			20			41

Net periodic benefit expense	$	10		$	25		$	19		$	50

Note 10. Directors’ Retirement Plan

The components of net periodic plan costs for the directors’ retirement plan are as follows:


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
	(in thousands)				(in thousands)
Service cost	$	6	$	7	$	13	$	14
Interest cost		9		9		19		18
Amortization of prior service cost		4		4		7		7
Amortization of unrecognized net actuarial loss		—		2		—		4

Net periodic benefit expense	$	19	$	22	$	39	$	43

The Company made contributions of $65,000 and $75,000 to the plan during the six month periods ended June 30, 2014 and 2013, respectively. The Company does not expect to make any more contributions for the remainder of 2014.

Note 11. Estimated Fair Value of Financial Instruments and Fair Value Measurement

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest level priority to unobservable inputs (level 3 measurements). The following describes the three levels of fair value hierarchy:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities; includes U.S. Treasury Notes, and other U.S. Government Agency securities that actively trade in over-the-counter markets; equity securities and mutual funds that actively trade in over-the-counter markets.

Level 2 – quoted prices for similar assets or liabilities in active markets; or quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability including yield curves, volatilities, and prepayment speeds.

Level 3 – unobservable inputs for the asset or liability that reflect the Company’s own assumptions about assumptions that market participants would use in the pricing of the asset or liability and that are consequently not based on market activity but upon particular valuation techniques.

The Company’s assets that are measured at fair value on a recurring basis are its available for sale investment securities. The Company obtains fair values on its securities using information from a third party servicer. If quoted prices for securities are available in an active market, those securities are classified as Level 1 securities. The Company has U.S. Treasury Notes and certain equity securities that are classified as Level 1 securities. Level 2 securities were primarily comprised of U.S. Agency bonds, residential mortgage-backed securities, obligations of state and political subdivisions and corporate securities. Fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, issuer spreads, bids and offers. On a quarterly basis, the Company reviews the pricing information received from the Company’s third party pricing service. This review includes a comparison to non-binding third-party quotes.

The fair values of derivatives are based on valuation models from a third party using current market terms (including interest rates and fees), the remaining terms of the agreements and the credit worthiness of the counter party as of the measurement date (Level 2).

The following table sets forth the Company’s financial assets that were accounted for at fair value on a recurring basis as of the periods presented by level within the fair value hierarchy. During the three months ended June 30, 2014, the Company did not make any transfers between any levels within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:


	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Assets		Inputs		Inputs		Total
	(Level 1)		(Level 2)		(Level 3)		Fair Value
	(in thousands)
June 30, 2014
Assets:
Investment securities, available for sale
U.S. treasury and government agencies	$	4,401	$	67,413	$	—	$	71,814
Mortgage backed securities		—		293,753		—		293,753
Obligations of states and political subdivisions		—		32,446		—		32,446
Corporate debt securities		—		506		—		506
Equity securities		3,894		13,230		—		17,124

Total securities available for sale		8,295		407,348		—		415,643

Non-hedging interest rate derivatives		—		170		—		170

Total Assets	$	8,295		407,518		—	$	415,813
Non-hedging interest rate derivatives	$	—	$	170	$	—	$	170

Total Liabilities	$	—	$	170	$	—	$	170


December 31, 2013
Assets:
Investment securities, available for sale
U.S. treasury and government agencies	$	4,330	$	65,835	$	—	$	70,165
Mortgage backed securities		—		304,502		—		304,502
Obligations of states and political subdivisions		—		36,873		—		36,873
Corporate debt securities		—		3,420		—		3,420
Equity securities		3,239		12,907		—		16,146

Total securities available for sale		7,569		423,537		—		431,106

Non-hedging interest rate derivatives		—		562		—		562

Total Assets	$	7,569	$	424,099	$	—	$	431,668

Non-hedging interest rate derivatives	$	—	$	562	$	—	$	562

Total Liabilities	$	—	$	562	$	—	$	562

The following table sets forth the Company’s assets subject to fair value adjustments (impairment) on a nonrecurring basis. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:


	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Assets		Inputs		Inputs		Total
	(Level 1)		(Level2)		(Level 3)		Fair Value

	(in thousands)
June 30, 2014
Assets:
Impaired Loans and Leases	$	—	$	—	$	22,267	$	22,267
Loans held for sale		—		399		—		399
Other real estate owned and other repossessed assets		—		—		850		850

December 31, 2013
Assets:
Impaired Loans and Leases	$	—	$	—	$	24,619	$	24,619
Loans held for sale		—		1,206		—		1,206
Other real estate owned and other repossessed assets		—		—		520		520

Impaired loans are evaluated and valued at the time the loan is identified as impaired at the lower of cost or market value. Because most of Lakeland’s impaired loans are collateral dependent, fair value is generally measured based on the value of the collateral securing these loans and leases and is classified at a level 3 in the fair value hierarchy. Collateral may be real estate, accounts receivable, inventory, equipment and/or other business assets. The value of the real estate is assessed based on appraisals by qualified third party licensed appraisers. The appraisers may use the sales comparison approach, the cost approach or the income approach to value the collateral using discount rates (with ranges of 5-11%) or capitalization rates (with ranges of 5-9%) to evaluate the property. The value of the equipment may be determined by an appraiser, if significant, inquiry through a recognized valuation resource, or by the value on the borrower’s financial statements. Field examiner reviews on business assets may be conducted based on the loan exposure and reliance on this type of collateral. Appraised and reported values may be adjusted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Loans that are not collateral dependent are evaluated based on a discounted cash flow method. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

The Company has a held for sale loan portfolio that consists of residential mortgages that are being sold in the secondary market. The Company records these mortgages at the lower of cost or market value. Fair value is generally determined by the value of purchase commitments.

Other real estate owned (OREO) and other repossessed assets, representing property acquired through foreclosure, are recorded at fair value less estimated disposal costs of the acquired property on the date of acquisition and thereafter remeasured and carried at lower of cost or fair market value. Fair value on other real estate owned is based on the appraised value of the collateral using the sales comparison approach or the income approach with discount rates or capitalization rates similar to those used in impaired loan valuation. The fair value of other repossessed assets is estimated by inquiry through recognized valuation resources.

Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts. Changes in economic conditions, locally or nationally, could impact the value of the estimated amounts of impaired loans, OREO and other repossessed assets.

Fair Value of Certain Financial Instruments

Estimated fair values have been determined by the Company using the best available data and an estimation methodology suitable for each category of financial instruments. Management is concerned that there may not be reasonable comparability between institutions due to the wide range of permitted assumptions and methodologies in the absence of active markets. This lack of uniformity gives rise to a high degree of subjectivity in estimating financial instrument fair values.

The estimation methodologies used, the estimated fair values, and recorded book balances at June 30, 2014 and December 31, 2013 are outlined below.

This summary, as well as the table below, excludes financial assets and liabilities for which carrying value approximates fair value. For financial assets, these include cash and cash equivalents. For financial liabilities, these include noninterest bearing demand deposits, savings and interest-bearing transaction accounts and federal funds sold and securities sold under agreements to repurchase. The estimated fair value of demand, savings and interest-bearing transaction accounts is the amount payable on demand at the reporting date. Carrying value is used because there is no stated maturity on these accounts, and the customer has the ability to withdraw the funds immediately. Also excluded from this summary and the following table are those financial instruments recorded at fair value on a recurring basis, as previously described.

The fair value of Investment Securities Held to Maturity was measured using information from the same third-party servicer used for Investment Securities Available for Sale using the same methodologies discussed above. Investment Securities Held to Maturity includes $5.3 million in short-term municipal bond anticipation notes that are non-rated and do not have an active secondary market or information readily available on standard financial systems. As a result, the securities are classified as Level 3 securities. These are investments in municipalities in the Company’s market area, and management performs a credit analysis on the municipality before investing in these securities.

Federal Home Loan Bank of New York (FHLB) stock is an equity interest that can be sold to the issuing FHLB, to other FHLBs, or to other member banks at its par value. Because ownership of these securities is restricted, they do not have a readily determinable fair value. As such, the Company’s FHLB Stock is recorded at cost or par value and is evaluated for impairment each reporting period by considering the ultimate recoverability of the investment rather than temporary declines in value. The Company’s evaluation primarily includes an evaluation of liquidity, capitalization, operating performance, commitments, and regulatory or legislative events.

The net loan portfolio at June 30, 2014 and December 31, 2013 has been valued using a present value discounted cash flow where market prices were not available. The discount rate used in these calculations is the estimated current market rate adjusted for credit risk. The valuation of the Company’s loan portfolio is consistent with accounting guidance but does not fully incorporate the exit price approach.

For fixed maturity certificates of deposit, fair value was estimated based on the present value of discounted cash flows using the rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.

The fair value of long-term debt is based upon the discounted value of contractual cash flows. The Company estimates the discount rate using the rates currently offered for similar borrowing arrangements. The fair value of subordinated debentures is based on bid/ask prices from brokers for similar types of instruments.

The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. The fair value of commitments to extend credit and standby letters of credit are deemed immaterial.

The following table presents the carrying values, fair values and placement in the fair value hierarchy of the Company’s financial instruments as of June 30, 2014 and December 31, 2013:


					Quoted Prices in		Significant
					Active Markets		Other		Significant
					for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Value		Value		(Level 1)		(Level 2)		(Level 3)

	(in thousands)
June 30, 2014
Financial Instruments - Assets
Investment securities held to maturity	$	105,480	$	105,720	$	—	$	100,400	$	5,320
Federal Home Loan Bank Stock		9,811		9,811		—		9,811		—
Loans and leases, net		2,578,671		2,582,131		—		—		2,582,131

Financial Instruments - Liabilities
Certificates of Deposit		280,306		280,150		—		280,150		—
Other borrowings		174,000		176,919		—		176,919		—
Subordinated debentures		41,238		29,691		—		—		29,691

December 31, 2013
Financial Instruments - Assets
Investment securities held to maturity	$	101,744	$	100,394	$	—	$	95,194	$	5,200
Federal Home Loan Bank Stock		7,938		7,938		—		7,938		—
Loans and leases, net		2,439,195		2,432,447		—		—		2,432,447

Financial Instruments - Liabilities
Certificates of Deposit		296,086		296,237		—		296,237		—
Other borrowings		119,000		121,870		—		121,870		—
Subordinated debentures		41,238		27,835		—		—		27,835

Note 12. Derivatives

Lakeland is a party to interest rate derivatives that are not designated as hedging instruments. These derivatives relate to interest rate swaps that the Company enters into with customers to allow customers to convert variable rate loans to a fixed rate. Lakeland pays interest to the customer at a floating rate on the notional amount and receives interest from the customer at a fixed rate for the same notional amount. At the same time the interest rate swap is entered into with the customer, an offsetting interest rate swap is entered into with another financial institution. Lakeland pays the other financial institution interest at the same fixed rate on the same notional amount as the swap entered into with the customer, and receives interest from the financial institution for the same floating rate on the same notional amount. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss of given default for all counterparties. As of June 30, 2014 and December 31, 2013, Lakeland had $506,000 and $1.5 million, respectively, in securities pledged for collateral on its interest rate swaps with the financial institution.

The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):


				Average		Weighted Average			Weighted Average
June 30, 2014	Notional Amount			Maturity (Years)		Rate Fixed			Variable Rate		Fair Value
3rd party interest rate swaps	$	17,485			6.2		3.840	%		1 Mo Libor + 2.21	($	170	)
Customer interest rate swaps		(17,485	)		6.2		3.840	%		1 Mo Libor + 2.21		170

				Average		Weighted Average			Weighted Average
December 31, 2013	Notional Amount			Maturity (Years)		Rate Fixed			Variable Rate		Fair Value
3rd party interest rate swaps	$	17,691			6.7		3.830	%		1 Mo Libor + 2.21	($	562	)
Customer interest rate swaps		(17,691	)		6.7		3.830	%		1 Mo Libor + 2.21	$	562

Note 13. Goodwill and Intangible Assets

The Company has recorded goodwill of $110.0 million at June 30, 2014 and December 31, 2013 which includes $22.9 million from the Somerset Hills acquisition and $87.1 million from prior acquisitions. The Company reviews its goodwill and intangible assets annually, on November 30, or more frequently if conditions warrant, for impairment. In testing goodwill for impairment, the Company compares the estimated fair value of each reporting unit to their respective carrying amounts, including goodwill. The Company has determined that it has one reporting unit, Community Banking.

As stated above, the Company recorded $2.7 million in core deposit intangible for the Somerset Hills acquisition. Year-to-date, it has amortized $242,000 in core deposit intangible. The estimated future amortization expense for each of the succeeding five years ended December 31 is as follows (dollars in thousands):


For the year ended:
2014	$	222
2015		415
2016		366
2017		316
2018		267

Note 14. Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued an accounting standards update regarding share –based payments that requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This update is effective for interim and annual periods beginning after December 15, 2015. The amendments can be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented and to all new or modified awards thereafter. Early adoption is permitted. The Company has determined that adoption of this update will not have an impact on its accounting and disclosures.

In June 2014, the FASB issued an accounting standards update that aligns the accounting for repurchase to maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. This update is effective for the first interim or annual period beginning after December 15, 2014. In addition the disclosure of certain transactions accounted for as a sale is effective for the first interim or annual period beginning on or after December 15, 2014, and the disclosure for transactions accounted for as secured borrowings is required for annual periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. Early adoption is prohibited. The Company is assessing the impact that the adoption of this update will have on its accounting and disclosures.

In January 2014. the Financial Accounting Standards Board (the “FASB”) issued an accounting standards update to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. These amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (a) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure; or (b) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. This update is effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. The adoption of this update is not expected to have a material impact on the Company’s financial statements.

In July 2013, the FASB issued an accounting pronouncement to improve the reporting for unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The pronouncement is expected to reduce diversity in practice by providing guidance on the presentation of unrecognized tax benefits and will better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. The pronouncement is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this pronouncement did not have a material impact on the Company’s financial statements.

PART I — ITEM 2

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

This section should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Statements Regarding Forward Looking Information

The information disclosed in this document includes various forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to credit quality (including delinquency trends and the allowance for loan and lease losses), corporate objectives, and other financial and business matters. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,” “plans,” “may,” “will,” “should,” “could,” and other similar expressions are intended to identify such forward-looking statements. The Company cautions that these forward-looking statements are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over time. Actual results could differ materially from such forward-looking statements.

In addition to the risk factors disclosed elsewhere in this document, the following factors, among others, could cause the Company’s actual results to differ materially and adversely from such forward-looking statements: changes in the financial services industry and the U.S. and global capital markets, changes in economic conditions nationally, regionally and in the Company’s markets, the nature and timing of actions of the Federal Reserve Board and other regulators, the nature and timing of legislation affecting the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, government intervention in the U.S. financial system, changes in levels of market interest rates, pricing pressures on loan and deposit products, credit risks of the Company’s lending and leasing activities, customers’ acceptance of the Company’s products and services and competition.

The above-listed risk factors are not necessarily exhaustive, particularly as to possible future events, and new risk factors may emerge from time to time. Certain events may occur that could cause the Company’s actual results to be materially different than those described in the Company’s periodic filings with the Securities and Exchange Commission. Any statements made by the Company that are not historical facts should be considered to be forward-looking statements. The Company is not obligated to update and does not undertake to update any of its forward-looking statements made herein.

Critical Accounting Policies, Judgments and Estimates

The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America and predominant practices within the banking industry. The consolidated financial statements include the accounts of the Company, Lakeland, Lakeland NJ Investment Corp., Lakeland Investment Corp., Lakeland Equity, Inc., Lakeland Preferred Equity, Inc., and Sullivan Financial Services, Inc. All intercompany balances and transactions have been eliminated.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also affect reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. There have been no material changes in the Company’s critical accounting policies, judgments and estimates, including assumptions or estimation techniques utilized, as compared to those disclosed in the Company’s most recent Annual Report on Form 10-K.

Management Overview

The quarter and six months ended June 30, 2014 represented a period of continued growth for the Company. As discussed in this Management’s Discussion and Analysis:

•

Net income available to common shareholders at $14.9 million in the first half of 2014 increased $3.9 million, or 36%, from $11.0 million reported for the same period in 2013. Included in 2013 first half earnings were $2.1 million in pre-tax merger related expenses due to the Somerset Hills acquisition and a $1.2 million gain on debt extinguishment.

•

Diluted earnings per share increased from $0.34 in the first half of 2013 to $0.39 for the first half of 2014.

•

The Company reported strong growth in both loans and non-interest bearing demand deposits in the quarter and six months ended June 30, 2014. Loans totaling $2.61 billion at June 30, 2014 increased by $139.9 million or 6% from December 31, 2013, including a $96.6 million or 7% increase in commercial loans secured by real estate. Non-interest bearing demand deposits at $649.6 million increased by $48.5 million, or 8%, from year-end 2013 and represented 24% of total deposits at June 30, 2014.

•

Non-performing assets totaled $20.2 million at June 30, 2014 compared to $17.5 million at December 31, 2013 and $20.1 million reported at June 30, 2013.

•

As a result of declining charge-offs, the provision for loan and lease losses was reduced from $5.8 million in the first half of 2013 to $3.1 million in the first half of 2014.

•

The Company’s net interest margin has been stable for the last eight quarters. In the second quarter of 2014 net interest margin was 3.69%, compared to 3.72% for the first quarter of 2014 and 3.68% for the second quarter of 2013.

•

The Somerset Hills acquisition, which was consummated on May 31, 2013, added six full service branches, $356.1 million in total assets, $10.4 million in investment securities, $246.5 million in loans (including $2.5 million in residential mortgages held for sale), and $311.8 million in deposits ($80.8 million in non-interest bearing demand deposits and $231.0 million in interest-bearing deposits) at fair value. The Company’s financial statements reflect the impact of the merger from the date of acquisition, which should be considered when comparing earnings for the periods presented. For more information on the Somerset Hills acquisition, please see Note 2 – Acquisitions in this Quarterly Report on Form 10-Q.

Results of Operations

(Second Quarter 2014 Compared to Second Quarter 2013)

Net Income

Net income was $7.8 million in the second quarter of 2014 compared to net income of $5.9 million for the second quarter of 2013. Diluted earnings per share was $0.20 for the second quarter of 2014, compared to diluted earnings per share of $0.18 for the same period last year. Net interest income at $28.4 million for the second quarter of 2014 increased $3.3 million compared to the second quarter of 2013 due to a $2.9 million increase in interest income and a $354,000 reduction in interest expense. The increase in net interest income reflects an increase in interest earning assets resulting from the Somerset Hills acquisition as well as organic growth.

Net Interest Income

Net interest income is the difference between interest income on earning assets and the cost of funds supporting those assets. The Company’s net interest income is determined by: (i) the volume of interest-earning assets that it holds and the yields that it earns on those assets, and (ii) the volume of interest-bearing liabilities that it has assumed and the rates that it pays on those liabilities.

Net interest income on a tax equivalent basis for the second quarter of 2014 was $28.7 million, compared to $25.4 million for the second quarter of 2013. The net interest margin increased from 3.68% in the second quarter of 2013 to 3.69% in the second quarter of 2014 primarily as a result of an eleven basis point decrease in the cost of interest bearing liabilities partially offset by a seven basis point decline in the yield on interest earning assets. The increase in the net interest margin was augmented by an increase in interest income earned on free funds (interest earning assets funded by non-interest bearing liabilities) resulting from an increase in average non-interest bearing deposits of $97.1 million. The components of net interest income will be discussed in greater detail below.

The following table reflects the components of the Company’s net interest income, setting forth for the periods presented, (1) average assets, liabilities and stockholders’ equity, (2) interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities, (3) average yields earned on interest-earning assets and average rates paid on interest-bearing liabilities, (4) the Company’s net interest spread (i.e., the average yield on interest-earning assets less the average cost of interest-bearing liabilities) and (5) the Company’s net interest margin. Rates are computed on a tax equivalent basis using a tax rate of 35%.


	For the Three Months Ended,								For the Three Months Ended,
	June 30, 2014								June 30, 2013
	Average Balance			Interest Income/ Expense		Average rates earned/ paid			Average Balance			Interest Income/ Expense		Average rates earned/ paid
	(dollars in thousands)
Assets
Interest-earning assets:
Loans and leases (A)	$	2,552,010		$	27,558		4.33	%	$	2,264,713		$	25,365		4.49	%
Taxable investment securities and other		461,073			2,515		2.18	%		396,290			1,808		1.82	%
Tax-exempt securities		76,901			718		3.74	%		73,728			677		3.67	%
Federal funds sold (B)		24,555			9		0.15	%		30,498			17		0.22	%

Total interest-earning assets		3,114,539			30,800		3.97	%		2,765,229			27,867		4.04	%

Noninterest-earning assets:
Allowance for loan and lease losses		(29,685	)							(30,481	)
Other assets		275,435								266,612

TOTAL ASSETS	$	3,360,289							$	3,001,360

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	387,179		$	51		0.05	%	$	369,703		$	54		0.06	%
Interest-bearing transaction accounts		1,433,382			826		0.23	%		1,284,233			965		0.30	%
Time deposits		284,475			366		0.51	%		311,230			541		0.70	%
Borrowings		236,908			887		1.50	%		173,920			924		2.13	%

Total interest-bearing liabilities		2,341,944			2,130		0.36	%		2,139,086			2,484		0.47	%

Noninterest-bearing liabilities:
Demand deposits		640,080								542,976
Other liabilities		14,463								14,348
Stockholders’ equity		363,802								304,950

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,360,289							$	3,001,360

Net interest income/spread					28,670		3.60	%					25,383		3.58	%
Tax equivalent basis adjustment					251								237

NET INTEREST INCOME				$	28,419							$	25,146

Net interest margin (C)							3.69	%							3.68	%

(A)	Includes non-accrual loans, the effect of which is to reduce the yield earned on loans, and deferred loan fees.

(B)	Includes interest-bearing cash accounts.

(C)	Net interest income divided by interest-earning assets.

Interest income on a tax equivalent basis increased from $27.9 million in the second quarter of 2013 to $30.8 million in the second quarter of 2014, an increase of $2.9 million, or 11%. The increase in interest income was primarily a result of a $287.3 million increase in average loans and leases partially offset by a seven basis point decrease in the yield on interest earning assets. The increase in average loans and leases is due primarily to the acquisition of Somerset Hills’ loans and leases which totaled $246.5 million at the time of acquisition. The yield on average loans and leases at 4.33% in the second quarter of 2014 was 16 basis points lower than the second quarter of 2013. The yield on average taxable and tax exempt investment securities increased by 36 basis points and seven basis points, respectively, compared to the second quarter of 2013.

Total interest expense decreased from $2.5 million in the second quarter of 2013 to $2.1 million in the second quarter of 2014, a decrease of $354,000, or 14%. The cost of average interest-bearing liabilities decreased from 0.47% in the second quarter of 2013 to 0.36% in 2014. The decrease in the cost of funds was due primarily to the continuing low rate environment which resulted in a seven basis point reduction in the cost of interest-bearing transaction accounts, a 19 basis point reduction in the cost of time deposits and a 63 basis point reduction in the cost of borrowings. The cost of borrowings declined primarily as a result of the extinguishment of $9 million in subordinated debentures in the second quarter of 2013 as well as restructurings of other long-term borrowings in 2013. From the second quarter of 2013 to the second quarter of 2014, average savings accounts and interest-bearing transaction accounts increased by $17.5 million and $149.1 million, respectively.

Provision for Loan and Lease Losses

In determining the provision for loan and lease losses, management considers national and local economic conditions; trends in the portfolio including orientation to specific loan types or industries; experience, ability and depth of lending management in relation to the complexity of the portfolio; adequacy and adherence to policies, procedures and practices; levels and trends in delinquencies, impaired loans and net charge-offs; and the results of independent third party loan review.

In the second quarter of 2014, a $1.6 million provision for loan and lease losses was recorded, which was $1.0 million lower than the provision for the same period last year. During the second quarter of 2014, the Company charged off loans and leases of $1.7 million and recovered $484,000 in previously charged off loans and leases compared to $2.8 million and $188,000, respectively, during the same period in 2013. The lower provision resulted from lower net charge-offs during the quarter as well as a decline in impaired loans. For more information regarding the determination of the provision, see “Risk Elements” below.

Noninterest Income

Noninterest income at $4.4 million in the second quarter of 2014 decreased by $1.4 million compared to the second quarter of 2013. In the second quarter of 2013 the Company recorded a $1.2 million pre-tax gain on the purchase and early extinguishment of $9.0 million of Lakeland Bancorp Capital Trust I debentures. Other income totaling $261,000 in the second quarter of 2014 was $159,000 lower than the same period in 2013 due primarily to a reduction in gain on sale of mortgage loans of $180,000. Commissions and fees at $1.1 million in the second quarter of 2014 decreased $61,000 compared to the same period last year due primarily to a decrease in investment commission income. Income on bank owned life insurance at $365,000 increased $25,000 or 7% compared to the second quarter of 2013 primarily resulting from the addition of policies acquired in the Somerset Hills merger.

Noninterest Expense

Noninterest expense totaling $19.5 million increased $137,000 in the second quarter of 2014 from the second quarter of 2013. There were no merger related expenses in the second quarter of 2014 compared to $1.5 million in the second quarter of 2013. Exclusive of merger related expenses total noninterest expense increased $1.6 million from the second quarter of 2013 to the second quarter of 2014. Salary and employee benefits at $11.2 million increased by $1.1 million, or 11%, primarily as a result of increased staffing levels from the six new Somerset Hills’ branches, as well as the retention of some administrative personnel from the Somerset Hills acquisition. Net occupancy expense at $2.0 million in the second quarter of 2014 increased $154,000 from the same period last year, due primarily to expenses relating to the six new branch locations acquired in the Somerset Hills acquisition. Furniture and equipment at $1.7 million increased $155,000 from the same period last year due primarily to the new branches previously mentioned and increased service contract expenses. Stationary, supplies and postage at $334,000 decreased $34,000, or 9% due primarily to increased electronic delivery. Marketing expense at $476,000 in the second quarter of 2014 increased $41,000 compared to the second quarter of 2013 due primarily to the timing of marketing campaigns. FDIC insurance expense at $511,000 declined $45,000 compared to the same period last year due primarily to improved assessment rates resulting from declines in non-performing loans and charge-offs. Legal expense at $219,000 decreased $67,000 compared to the same period last year primarily resulting from the continuing reduction in delinquencies. Other real estate owned and other repossessed asset expense increased $102,000 from the second quarter of 2013 due primarily to write-downs on two bank owned properties. Core deposit intangible amortization at $119,000 increased $78,000 due primarily to the timing of the Somerset Hills merger as the second quarter of 2013 included only one month’s amortization. Other expenses at $2.9 million increased $138,000 compared to the second quarter of 2013, due primarily to an increase in professional fees and an increase in data processing expenses reflecting technological improvements. The Company’s efficiency ratio, a non-GAAP financial measure, was 58.7% in the second quarter of 2014, compared to 59.7% for the same period last year. The decrease was primarily due to an increase in tax-equivalent revenue partially offset by an increase in noninterest expense.

The Company uses this ratio because it believes that the ratio provides a good comparison of period-to-period performance and because the ratio is widely accepted in the banking industry. The following table shows the calculation of the efficiency ratio for the periods presented:


	For the Three Months Ended June 30,
	2014			2013
	(dollars in thousands)
Calculation of efficiency ratio:
Total noninterest expense	$	19,530		$	19,393
Less:
Amortization of core deposit intangibles		(119	)		(41	)
Other real estate owned and other repossessed asset expense		(100	)		2
Merger related expenses		—			(1,452	)
Provision for unfunded lending commitments		93			(6	)

Noninterest expense, as adjusted	$	19,404		$	17,896

Net interest income	$	28,419		$	25,146
Noninterest income		4,371			5,793

Total revenue		32,790			30,939
Plus: Tax-equivalent adjustment on municipal securities		251			237
Less:
Gains on debt extinguishment		—			(1,197	)
Gains on sales of investment securities		—			(1	)

Total revenue, as adjusted	$	33,041		$	29,978

Efficiency ratio		58.73	%		59.70	%

Income Tax Expense

The effective tax rate decreased from 34.1% in the second quarter of 2013 to 33.3% in the second quarter of 2014 primarily as a result of an increase in tax advantaged items as a percent of pre-tax income. Tax advantaged income items include interest income on tax-exempt securities and income on bank owned life insurance. Also contributing to the decrease in the effective tax rate was the impact of non-deductible merger related expenses in the second quarter of 2013.

(Year to Date 2014 Compared to Year to Date 2013)

Net Income

Net income was $14.9 million in the first half of 2014 compared to net income of $11.0 million for the first half of 2013. Diluted earnings per share was $0.39 for the first half of 2014, compared to diluted earnings per share of $0.34 for the same period last year. Net interest income at $56.3 million for the first half of 2014 increased $7.2 million compared to the first half of 2013 due to a $6.3 million increase in interest income and a $902,000 reduction in interest expense. The increase in net interest income reflects an increase in interest earning assets resulting from the Somerset Hills acquisition as well as organic growth.

Net Interest Income

Net interest income on a tax equivalent basis for the first half of 2014 was $56.8 million, compared to $49.6 million for the first half of 2013 resulting primarily from growth in average assets of $383.9 million. The net interest margin increased from 3.69% in the first half of 2013 to 3.71% in the first half of 2014 primarily as a result of a 13 basis point decrease in the cost of interest bearing liabilities partially offset by a nine basis point decline in the yield on interest earning assets. The increase in the net interest margin was augmented by an increase in interest income earned on free funds (interest earning assets funded by non-interest bearing liabilities) resulting from an increase in average non-interest bearing deposits of $106.9 million. The components of net interest income will be discussed in greater detail below.

CONSOLIDATED STATISTICS ON A TAX EQUIVALENT BASIS


	For the Six Months Ended,								For the Six Months Ended,
	June 30, 2014								June 30, 2013
						Average								Average
				Interest		rates						Interest		rates
	Average			Income/		earned/			Average			Income/		earned/
	Balance			Expense		paid			Balance			Expense		paid
	(dollars in thousands)
Assets
Interest-earning assets:
Loans (A)	$	2,519,679		$	54,456		4.36	%	$	2,200,838		$	49,772		4.56	%
Taxable investment securities and other		463,105			5,061		2.19	%		400,413			3,527		1.76	%
Tax-exempt securities		76,732			1,446		3.77	%		72,491			1,338		3.69	%
Federal funds sold (B)		28,677			22		0.15	%		30,542			30		0.20	%

Total interest-earning assets		3,088,193			60,985		3.98	%		2,704,284			54,667		4.07	%
Noninterest-earning assets:
Allowance for loan and lease losses		(29,986	)							(29,986	)
Other assets		278,423								260,755

TOTAL ASSETS	$	3,336,630							$	2,935,053

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	386,099		$	102		0.05	%	$	363,739		$	120		0.07	%
Interest-bearing transaction accounts		1,437,055			1,628		0.23	%		1,255,333			1,947		0.31	%
Time deposits		288,826			776		0.54	%		306,719			1,155		0.75	%
Borrowings		219,641			1,709		1.56	%		178,479			1,895		2.12	%

Total interest-bearing liabilities		2,331,621			4,215		0.36	%		2,104,270			5,117		0.49	%

Noninterest-bearing liabilities:
Demand deposits		629,570								522,708
Other liabilities		15,044								14,141
Stockholders’ equity		360,395								293,934

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,336,630							$	2,935,053

Net interest income/spread					56,770		3.62	%					49,550		3.59	%
Tax equivalent basis adjustment					506								468

NET INTEREST INCOME				$	56,264							$	49,082

Net interest margin (C)							3.71	%							3.69	%

(A)	Includes non-accrual loans, the effect of which is to reduce the yield earned on loans, and deferred loan fees.

(B)	Includes interest-bearing cash accounts.

(C)	Net interest income divided by interest-earning assets.

Interest income on a tax equivalent basis increased from $54.7 million in the first half of 2013 to $61.0 million in the first half of 2014, an increase of $6.3 million, or 12%. The increase in interest income was primarily a result of a $318.8 million increase in average loans and leases partially offset by a nine basis point decrease in the yield on interest earning assets. The increase in average loans and leases is due primarily to the acquisition of Somerset Hills’ loans and leases which totaled $246.5 million at the time of acquisition. The yield on average loans and leases at 4.36% in the first half of 2014 was 20 basis points lower than the first half of 2013. The yield on average taxable and tax exempt investment securities increased by 43 basis points and eight basis points, respectively, compared to the first half of 2013.

Total interest expense decreased from $5.1 million in the first half of 2013 to $4.2 million in the first half of 2014, a decrease of $902,000, or 18%. The cost of average interest-bearing liabilities decreased from 0.49% in the first half of 2013 to 0.36% in 2014. The decrease in the cost of interest-bearing liabilities was due to the same reasons discussed in the quarterly comparison. From the first half of 2013 to the first half of 2014, average savings accounts and interest-bearing transaction accounts increased by $22.4 million and $181.7 million, respectively.

Provision for Loan and Lease Losses

In the first half of 2014, a $3.1 million provision for loan and lease losses was recorded, which was $2.7 million lower than the provision for the same period last year. During the first half of 2014, the Company charged off loans and leases of $4.2 million and recovered $1.1 million in previously charged off loans and leases compared to $5.5 million and $407,000, respectively, during the same period in 2013. The lower provision resulted from lower net charge-offs during the six months ended June 30, 2014 as well as from a decline in impaired loans from $31.0 million on June 30, 2013 to $22.3 million on June 30, 2014. For more information regarding the determination of the provision, see “Risk Elements” below.

Noninterest Income

Noninterest income at $8.4 million in the first half of 2014 decreased by $2.4 million compared to the first half of 2013. As previously discussed in the quarterly analysis, the Company recorded a gain on debt extinguishment of $1.2 million in the first half of 2013. Gains on sales and calls of securities totaled $2,000 and $506,000 in the first half of 2014 and 2013, respectively. Commissions and fees at $2.1 million in the first half of 2014 decreased $261,000 compared to the same period last year due primarily to the same reason discussed in the quarterly analysis. Income on bank owned life insurance at $725,000 increased $72,000 or 11% compared to the first half of 2013 primarily resulting from the addition of policies acquired in the Somerset Hills merger. Other income totaling $400,000 in the first half of 2014 was $518,000 lower than the same period in 2013. Within other income, the Company recorded no swap income and $235,000 in gains on residential mortgages in the first half of 2014 compared to $181,000 in swap income and $483,000 in gains on sales of mortgages in the first half of 2013.

Noninterest Expense

Noninterest expense totaling $39.3 million increased $1.7 million in the first half of 2014 from the first half of 2013. There were no long term debt prepayment fees or merger related expenses in the first half of 2014 compared to $526,000 and $2.1 million, respectively, in the first half of 2013. Excluding these nonrecurring expenses, noninterest expense increased $4.3 million. Salary and employee benefits at $22.0 million increased by $1.9 million, or 10%, primarily due to increased staffing resulting from the Somerset Hills merger. Net occupancy expense at $4.7 million in the first half of 2014 increased $797,000 from the same period last year, due to the same reasons discussed in the quarterly comparison and increased snow removal expenses during the first quarter of 2014. Furniture and equipment expense at $3.4 million increased $443,000 due to the same reasons discussed in the quarterly analysis. Stationary, supplies and postage decreased $50,000 compared to the first half of 2013 due primarily to the same reason discussed in the quarterly analysis. Marketing expense at $862,000 in the first half of 2014 increased $139,000 compared to the first half of 2013 due primarily to the timing of marketing campaigns. Legal expense at $492,000 in the first half of 2014 decreased $36,000, while other real estate owned and other repossessed assets at $115,000 increased $98,000 compared to the same period last year due to the same reasons discussed in the quarterly comparison. Core deposit intangible amortization at $242,000 in the first half of 2014 increased $201,000 compared to the same period last year due to the same reasons discussed in the quarterly comparison. Other expenses at $5.8 million increased $799,000 compared to the first half of 2013, due primarily to an increase in professional fees, an increase in data processing expenses reflecting technological improvements, and an increase in donation expense. The Company’s efficiency ratio, a non-GAAP financial measure, was 59.80% in the first half of 2014, compared to 59.77% for the same period last year.


	For the Six Months Ended June 30,
	2014			2013
	(dollars in thousands)
Calculation of efficiency ratio:
Total noninterest expense	$	39,272		$	37,620
Less:
Amortization of core deposit intangibles		(242	)		(41	)
Other real estate owned and other repossessed asset expense		(115	)		(17	)
Long term debt prepayment fee		—			(526	)
Merger related expenses		—			(2,083	)
Provision for unfunded lending commitments		82			129

Noninterest expense, as adjusted	$	38,997		$	35,082

Net interest income	$	56,264		$	49,082
Noninterest income		8,444			10,844

Total revenue		64,708			59,926
Plus: Tax-equivalent adjustment on municipal securities		506			468
Less:
Gains on debt extinguishment		—			(1,197	)
Gains on sales of investment securities		(2	)		(506	)

Total revenue, as adjusted	$	65,212		$	58,691

Efficiency ratio		59.80	%		59.77	%

Income Tax Expense

The effective tax rate decreased from 33.4% in the first half of 2013 to 33.1% in the first half of 2014 primarily as a result of an increase in tax advantaged items as a percent of pre-tax income. Tax advantaged income items include interest income on tax-exempt securities and income on bank owned life insurance. Also contributing to the decrease in the effective tax rate was the impact of non-deductible merger related expenses in the first half of 2013.

In first quarter 2014, the State of New York lowered its corporate franchise tax rate from 7.1% to 6.5% as well as changed some of its tax law governing nexus into the state. The Company has evaluated its deferred tax assets and liabilities in relation to these changes in tax law and has determined that there is no material change to its deferred tax assets and liabilities.

Financial Condition

The Company’s total assets increased $161.8 million from $3.32 billion at December 31, 2013, to $3.48 billion at June 30, 2014. Total loans were $2.61 billion, an increase of $139.9 million from $2.47 billion at December 31, 2013. Total deposits were $2.73 billion, an increase of $17.6 million from December 31, 2013.

Loans and Leases

Gross loans and leases at $2.61 billion increased by $139.9 million from December 31, 2013 primarily in the commercial loans secured by real estate category. Commercial loans secured by real estate and commercial, industrial and other increased $96.6 million (7%) and $23.3 million (11%), respectively, from December 31, 2013 to June 30, 2014. Real estate construction loans at $64.6 million increased $11.5 million or 22%. Leases also increased $8.9 million or 21%. For more information on the loan portfolio, see Note 8 in Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Risk Elements

Non-performing assets increased from $17.5 million, or 0.53% of total assets, on December 31, 2013 to $20.2 million, or 0.58% of total assets, on June 30, 2014. Non-performing assets increased primarily in commercial loans secured by real estate, which increased by $1.3 million. Commercial, industrial and other and residential mortgage loans also increased by $612,000 and $589,000, respectively. Commercial loan non-accruals at June 30, 2014 included two loan relationships with a balance of $1.0 million or over, totaling $2.4 million, and five loan relationships between $500,000 and $1.0 million, totaling $3.5 million.

There were $286,000 in loans and leases past due ninety days or more and still accruing at June 30, 2014 compared to $2.0 million at December 31, 2013. These loans consisted of consumer loans which are generally placed on non-accrual and reviewed for charge-off when principal and interest payments are four months in arrears unless the obligations are well-secured and in the process of collection.

On June 30, 2014, the Company had $6.8 million in loans that were troubled debt restructurings and still accruing interest income compared to $10.3 million on December 31, 2013. Two troubled debt restructurings totaling $4.0 million were fully paid off in the first half of 2014. Troubled debt restructurings are those loans where the Company has granted concessions to the borrower in payment terms, either in rate or in term, as a result of the financial condition of the borrower.

On June 30, 2014, the Company had $22.3 million in impaired loans (consisting primarily of non-accrual and restructured loans and leases) compared to $24.6 million at year-end 2013. For more information on impaired loans and leases see Note 8 in Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q. The impairment of the loans and leases is measured using the present value of future cash flows on certain impaired loans and is based on the fair value of the underlying collateral for collateral dependent loans and leases. Based on such evaluation, $783,000 has been allocated as a portion of the allowance for loan and lease losses for impairment at June 30, 2014. At June 30, 2014, the Company also had $46.7 million in loans and leases that were rated substandard that were not classified as non-performing or impaired compared to $62.5 million at December 31, 2013.

There were no loans and leases at June 30, 2014, other than those designated non-performing, impaired or substandard, where the Company was aware of any credit conditions of any borrowers or obligors that would indicate a strong possibility of the borrowers not complying with present terms and conditions of repayment and which may result in such loans and leases being included as non-accrual, past due or renegotiated at a future date.

The following table sets forth for the periods presented, the historical relationships among the allowance for loan and lease losses, the provision for loan and lease losses, the amount of loans and leases charged-off and the amount of loan and lease recoveries:


	Six Months			Six Months			Year
	Ended			Ended			Ended
	June 30			June 30			December 31,
(dollars in thousands)	2014			2013			2013
Balance of the allowance at the beginning of the year	$	29,821		$	28,931		$	28,931

Loans and leases charged off:
Commercial, secured by real estate		1,791			814			2,026
Commercial, industrial and other		612			659			1,324
Leases		165			172			206
Real estate—mortgage		509			751			1,257
Real estate-construction		25			2,402			3,854
Home equity and consumer		1,084			691			1,624

Total loans charged off		4,186			5,489			10,291

Recoveries:
Commercial, secured by real estate		354			80			1,061
Commercial, industrial and other		679			62			260
Leases		—			107			121
Real estate—mortgage		9			63			99
Real estate-construction		1			7			14
Home equity and consumer		106			88			283

Total Recoveries		1,149			407			1,838

Net charge-offs:		3,037			5,082			8,453
Provision for loan and lease losses		3,082			5,777			9,343

Ending balance	$	29,866		$	29,626		$	29,821

Ratio of annualized net charge-offs to average loans and leases outstanding		0.24	%		0.46	%		0.36	%
Ratio of allowance at end of period as a percentage of period end total loans and leases		1.14	%		1.21	%		1.21	%

The ratio of the allowance for loan and lease losses to loans and leases outstanding reflects management’s evaluation of the underlying credit risk inherent in the loan portfolio. The determination of the adequacy of the allowance for loan and lease losses and periodic provisioning for estimated losses included in the consolidated financial statements is the responsibility of management and the Board of Directors. The evaluation process is undertaken on a quarterly basis.

Methodology employed for assessing the adequacy of the allowance for loan and lease losses consists of the following criteria:

•

The establishment of reserve amounts for all specifically identified classified loans and leases that have been designated as requiring attention by the Company or its external loan review consultants.

•

The establishment of reserves for pools of homogeneous types of loans and leases not subject to specific review, including impaired commercial loans under $500,000, leases, 1 – 4 family residential mortgages and consumer loans.

•

The establishment of reserve amounts for the non-classified loans and leases in each portfolio based upon the historical average loss experience of these portfolios and management’s evaluation of key factors described below.

•

Lakeland also maintains an unallocated component in its allowance for loan and lease losses. Management believes that the unallocated amount is warranted for inherent factors that cannot be practically assigned to individual loss categories, such as the periodic updating of appraisals on impaired loans, as well as periodic updating of commercial loan credit risk ratings by loan officers and Lakeland’s internal credit review process.

Consideration is given to the results of ongoing credit quality monitoring processes, the adequacy and expertise of the Company’s lending staff, underwriting policies, loss histories, delinquency trends, and the cyclical nature of economic and business conditions. Since many of the Company’s loans depend on the sufficiency of collateral as a secondary means of repayment, any adverse trend in the real estate markets could affect underlying values available to protect the Company against loss.

Although the overall balance of the allowance for loan losses at $29.9 million at June 30, 2014 was equivalent to the balance at December 31, 2013, the distribution of the allowance changed between segments of the loan portfolio. Loan reserves are based on a combination of historical charge-off experience (analyzing gross charge-offs over a twelve quarter period for commercial loans, and an eight quarter period for all other portfolios) and qualitative factors based on general economic conditions and specific bank portfolio characteristics. Based on the trends of these charge-offs, the allowances for commercial real estate loans and commercial, industrial and other loans have declined as a result of a significant reduction in charge-offs over the three year period. On the other hand, home equity, consumer and residential loan charge-offs have not experienced the same level of decline. The home equity and consumer loan portfolio has had increasing charge-offs both in the three month and six month periods ending June 30, 2014 compared to the same period last year. Residential non-performings have increased since December 31, 2013. Because of the negative trends in the charge-offs and non-performings in the home equity, consumer and residential mortgage portfolio, management believed that a higher allowance was required for these portfolios.

Non-performing loans and leases increased from $16.9 million on December 31, 2013 to $19.4 million on June 30, 2014. The allowance for loan and lease losses as a percent of total loans was 1.14% of total loans on June 30, 2014, compared to 1.21% as of December 31, 2013. Management believes, based on appraisals and estimated selling costs, that its non-performing loans and leases are adequately secured and reserves on these loans and leases are adequate. Based upon the process employed and giving recognition to all accompanying factors related to the loan and lease portfolio, management considers the allowance for loan and lease losses to be adequate at June 30, 2014.

Investment Securities

For detailed information on the composition and maturity distribution of the Company’s investment securities portfolio, see the Notes to Consolidated Financial Statements contained in this Form 10-Q. Total investment securities decreased from $532.9 million on December 31, 2013 to $521.1 million on June 30, 2014, a decrease of $11.7 million, or 2%. Runoff on the investment portfolio was used to help fund loan growth.

Deposits

Total deposits increased from $2.71 billion on December 31, 2013 to $2.73 billion on June 30, 2014, an increase of $17.6 million, or 1% primarily resulting from a $48.5 million or 8% increase in noninterest bearing deposits. The increase in noninterest bearing deposits was partially offset by decreases in savings and interest-bearing transaction accounts and time deposits, which decreased $15.1 million and $15.8 million, respectively. The decrease in savings and interest bearing deposits was due primarily to a decrease in public funds.

Liquidity

“Liquidity” measures whether an entity has sufficient cash flow to meet its financial obligations and commitments on a timely basis. The Company is liquid when its subsidiary bank has the cash available to meet the borrowing and cash withdrawal requirements of customers and the Company can pay for current and planned expenditures and satisfy its debt obligations.

Lakeland funds loan demand and operation expenses from several sources:

•

Net income. Cash provided by operating activities was $20.6 million for the first six months of 2014 compared to $27.5 million for the same period in 2013.

•

Deposits. Lakeland can offer new products or change its rate structure in order to increase deposits. In the first six months of 2014, Lakeland’s deposits increased $17.6 million.

•

Sales of securities and overnight funds. At June 30, 2014, the Company had $415.6 million in securities designated “available for sale.” Of these securities, $310.2 million were pledged to secure public deposits and for other purposes required by applicable laws and regulations.

•

Repayments on loans and leases can also be a source of liquidity to fund further loan growth.

•

Overnight credit lines. As a member of the Federal Home Loan Bank of New York (FHLB), Lakeland has the ability to borrow overnight based on the market value of collateral pledged. Lakeland had no overnight borrowings from the FHLB on June 30, 2014. Lakeland also has overnight federal funds lines available for it to borrow up to $162.0 million. Lakeland had borrowings against these lines of $117.0 million at June 30, 2014. Lakeland may also borrow from the discount window of the Federal Reserve Bank of New York based on the market value of collateral pledged. Lakeland had no borrowings with the Federal Reserve Bank of New York as of June 30, 2014.

•

Other borrowings. Lakeland can also generate funds by utilizing long-term debt or securities sold under agreements to repurchase that would be collateralized by security or mortgage collateral. At times the market values of securities collateralizing our securities sold under agreements to repurchase may decline due to changes in interest rates and may necessitate our lenders to issue a “margin call” which requires Lakeland to pledge additional collateral to meet that margin call.

Management and the Board monitor the Company’s liquidity through the asset/liability committee, which monitors the Company’s compliance with certain regulatory ratios and other various liquidity guidelines.

The cash flow statements for the periods presented provide an indication of the Company’s sources and uses of cash, as well as an indication of the ability of the Company to maintain an adequate level of liquidity. A discussion of the cash flow statement for the six months ended June 30, 2014 follows.

Cash and cash equivalents totaling $139.0 million on June 30, 2014, increased $36.2 million from December 31, 2013. Operating activities provided $20.7 million in net cash. Investing activities used $126.7 million in net cash, primarily reflecting an increase in loans and leases. Financing activities provided $142.4 million in net cash primarily reflecting the increase in deposits, federal funds purchased and other borrowings of $17.7 million, $67.0 million and $55.0 million, respectively. The Company anticipates that it will have sufficient funds available to meet its current loan commitments and deposit maturities. This constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995.

The following table sets forth contractual obligations and other commitments representing required and potential cash outflows as of June 30, 2014. Interest on subordinated debentures and long-term borrowed funds is calculated based on current contractual interest rates.


					After one but		After three
			Within		within three		but within		After
(dollars in thousands)	Total		one year		years		five years		five years
Minimum annual rentals on noncancellable operating leases	$	19,363	$	2,572	$	4,213	$	2,826	$	9,752
Benefit plan commitments		5,450		209		420		647		4,174
Remaining contractual maturities of time deposits		280,306		203,040		60,890		16,252		124
Subordinated debentures		41,238		—		—		—		41,238
Loan commitments		590,691		470,117		74,139		2,906		43,529
Other borrowings		174,000		20,000		60,000		84,000		10,000
Interest on other borrowings*		32,402		4,127		7,579		4,379		16,317
Standby letters of credit		10,441		9,986		375		—		80

Total	$	1,153,891	$	710,051	$	207,616	$	111,010	$	125,214

*	Includes interest on other borrowings and subordinated debentures at a weighted rate of 1.94%.

Capital Resources

Total stockholders’ equity increased from $351.4 million on December 31, 2013 to $367.8 million on June 30, 2014, an increase of $16.4 million, or 5%. Book value per common share increased to $9.70 on June 30, 2014 from $9.28 on December 31, 2013. The increase in stockholders’ equity from December 31, 2013 to June 30, 2014 was primarily due to $14.9 million in net income and $5.8 million in other comprehensive income on the Company’s available for sale securities portfolio, partially offset by the payment of dividends on common stock of $5.1 million.

The Company and Lakeland are subject to various regulatory capital requirements that are monitored by federal banking agencies. Failure to meet minimum capital requirements can lead to certain supervisory actions by regulators; any supervisory action could have a direct material adverse effect on the Company or Lakeland’s financial statements. Management believes, as of June 30, 2014, that the Company and Lakeland meet all capital adequacy requirements to which they are subject.

The capital ratios for the Company and Lakeland at June 30, 2014 are as follows:


	Tier 1 Capital			Tier 1 Capital			Total Capital
	to Total Average			to Risk-Weighted			to Risk-Weighted
	Assets Ratio			Assets Ratio			Assets Ratio
	June 30,			June 30,			June 30,
	2014			2014			2014
Capital Ratios:
The Company		9.06	%		11.54	%		12.75	%
Lakeland Bank		8.47	%		10.79	%		12.00	%
“Well capitalized” institution under FDIC Regulations		5.00	%		6.00	%		10.00	%

Basel III

On July 2, 2013, the FRB approved the final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks. Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Company. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The final rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% and require a minimum leverage ratio of 4.0%. The final rules also implement strict eligibility criteria for regulatory capital instruments. On July 9, 2013, the FDIC also approved, as an interim final rule, the regulatory capital requirements for U.S. banks, following the actions of the FRB. The FDIC’s rule is identical in substance to the final rules issued by the FRB. The phase-in period for the final rules will begin for the Company on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule through January 1, 2019. The Company believes that as of June 30, 2014, Lakeland Bancorp and Lakeland Bank would meet all the requirements under the new rules on a fully phase-in basis, if such requirements were fully in effect.

Non-GAAP Financial Measures

Reported amounts are presented in accordance with U.S. GAAP. The Company’s management believes that the supplemental non-GAAP information, which consists of measurements and ratios based on tangible equity and tangible assets, is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies.


	June 30,		December 31,
(dollars in thousands, except per share amounts)	2014		2013
Calculation of tangible book value per common share
Total common stockholders’ equity at end of period - GAAP	$	367,833	$	351,424
Less:
Goodwill		109,974		109,974
Other identifiable intangible assets, net		2,182		2,424

Total tangible common stockholders’ equity at end of period - Non-GAAP	$	255,677	$	239,026

Shares outstanding at end of period (1)		37,914		37,874

Book value per share - GAAP (1)	$	9.70	$	9.28

Tangible book value per share - Non-GAAP (1)	$	6.74	$	6.31

(1)	Adjusted for 5% stock dividend distributed June 17, 2014 to shareholders of record on June 3, 2014


Calculation of tangible common equity to tangible assets
Total tangible common stockholders’ equity at end of period - Non-GAAP	$	255,677		$	239,026

Total assets at end of period	$	3,479,548		$	3,317,791
Less:
Goodwill		109,974			109,974
Other identifiable intangible assets, net		2,182			2,424

Total tangible assets at end of period - Non-GAAP	$	3,367,392		$	3,205,393

Common equity to assets - GAAP		10.57	%		10.59	%

Tangible common equity to tangible assets - Non-GAAP		7.59	%		7.46	%


	For the three months ended,						For the six months ended,
	June 30,			June 30,			June 30,			June 30,
(dollars in thousands)	2014			2013			2014			2013
Calculation of return on average tangible common equity
Net income - GAAP	$	7,781		$	5,903		$	14,944		$	11,011

Total average common stockholders’ equity	$	363,802		$	304,950		$	360,395		$	293,934
Less:
Average goodwill		109,974			94,783			109,974			90,968
Average other identifiable intangible assets, net		2,256			894			2,317			449

Total average tangible common stockholders’ equity - Non-GAAP	$	251,572		$	209,273		$	248,104		$	202,517

Return on average common stockholders’ equity - GAAP		8.58	%		7.76	%		8.36	%		7.55	%

Return on average tangible common stockholders’ equity - Non-GAAP		12.41	%		11.31	%		12.15	%		10.96	%

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company manages interest rate risk and market risk by identifying and quantifying interest rate risk exposures using simulation analysis and economic value at risk models. Net interest income simulation considers the relative sensitivities of the balance sheet including the effects of interest rate caps on adjustable rate mortgages and the relatively stable aspects of core deposits. As such, net interest income simulation is designed to address the probability of interest rate changes and the behavioral response of the balance sheet to those changes. Market Value of Portfolio Equity represents the fair value of the net present value of assets, liabilities and off-balance-sheet items. Changes in estimates and assumptions made for interest rate sensitivity modeling could have a significant impact on projected results and conclusions. These assumptions could include prepayment rates, sensitivity of non-maturity deposits and other similar assumptions. Therefore, if our assumptions should change, this technique may not accurately reflect the impact of general interest rate movements on the Company’s net interest income or net portfolio value.

The starting point (or “base case”) for the following table is an estimate of the following year’s net interest income assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at period-end levels. The net interest income estimated for the next twelve months (the base case) is $112.4 million. The information provided for net interest income assumes that changes in interest rates of plus 200 basis points and minus 200 basis points change gradually in equal increments (“rate ramp”) over the twelve month period.


	Changes in interest rates
Rate Ramp	+200 bp			-200 bp
Asset/Liability Policy Limit		-5.0	%		-5.0	%
June 30, 2014		-3.5	%		-1.9	%
December 31, 2013		-3.9	%		-2.0	%

The Company’s review of interest rate risk also includes policy limits for net interest income changes in various “rate shock” scenarios. Rate shocks assume that current interest rates change immediately. The information provided for net interest income assumes fluctuations or “rate shocks” for changes in interest rates as shown in the table below.


	Changes in interest rates
Rate Shock	+300 bp			+200 bp			+100 bp			-100 bp			-200 bp			-300 bp
Asset/Liability Policy Limit		-15.0	%		-10.0	%		-5.0	%		-5.0	%		-10.0	%		-15.0	%
June 30, 2014		-6.3	%		-4.0	%		-1.7	%		-4.4	%		-6.3	%		-7.2	%
December 31, 2013		-8.2	%		-5.1	%		-2.1	%		-4.8	%		-7.1	%		-8.2	%

The base case for the following table is an estimate of the Company’s net portfolio value for the periods presented using current discount rates, and assuming the Company’s interest-sensitive assets and liabilities remain at period-end levels. The net portfolio value at June 30, 2014 (the base case) was $488.4 million. The information provided for the net portfolio value assumes fluctuations or “rate shocks” of plus 300 basis points and minus 300 basis points for changes in interest rates as shown in the table below. Rate shocks assume that current interest rates change immediately.


	Changes in interest rates
Rate Shock	+300 bp			+200 bp			+100 bp			-100 bp			-200 bp			-300 bp
Asset/Liability Policy Limit		-35.0	%		-25.0	%		-15.0	%		-15.0	%		-25.0	%		-35.0	%
June 30, 2014		-14.9	%		-9.6	%		-4.4	%		0.6	%		-3.4	%		-8.2	%
December 31, 2013		-17.8	%		-11.3	%		-5.0	%		1.6	%		-1.5	%		-6.0	%

The information set forth in the above tables is based on significant estimates and assumptions, and constitutes a forward-looking statement under the Private Securities Litigation Reform Act of 1995. For more information regarding the Company’s market risk and assumptions used in the Company’s simulation models, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 4.

Controls and Procedures

(a) Disclosure controls and procedures. As of the end of the Company’s most recently completed fiscal quarter covered by this report, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and are operating in an effective manner and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal controls over financial reporting. There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1.

Legal Proceedings

There are no pending legal proceedings involving the Company or Lakeland other than those arising in the normal course of business. Management does not anticipate that the potential liability, if any, arising out of such legal proceedings will have a material effect on the financial condition or results of operations of the Company and Lakeland on a consolidated basis.

Item 1A. Risk Factors

There have been no material changes in risk factors from those disclosed under Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds Not Applicable

Item 3.

Defaults Upon Senior Securities Not Applicable

Item 4.

Mine Safety Disclosures Not Applicable

Item 5.

Other Information Not Applicable

Item 6.

Exhibits



31.1		Certification by Thomas J. Shara pursuant to Section 302 of the Sarbanes Oxley Act.

31.2		Certification by Joseph F. Hurley pursuant to Section 302 of the Sarbanes Oxley Act.

32.1		Certification by Thomas J. Shara and Joseph F. Hurley pursuant to Section 906 of the Sarbanes Oxley Act.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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.

Lakeland Bancorp, Inc.

(Registrant)

/s/ Thomas J. Shara

Thomas J. Shara

President and Chief Executive Officer

/s/ Joseph F. Hurley

Joseph F. Hurley

Executive Vice President and

Chief Financial Officer

Date: August 11, 2014