ConnectOne Bancorp
CNOB
#5424
Rank
$1.34 B
Marketcap
$26.77
Share price
1.71%
Change (1 day)
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Change (1 year)

ConnectOne Bancorp - 10-Q quarterly report FY


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SECURITIES & 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 March 31, 2001
OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM __________TO___________

Commission file number 2-81353

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


New Jersey 52-1273725
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


2455 Morris Avenue, Union, New Jersey 07083
- --------------------------------------------------------------------------------
(Address of principal executives offices) (Zip Code)

(908) 688-9500
- --------------------------------------------------------------------------------
(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|_|

Shares outstanding on April 30,, 2001
Common stock, no par value: 3,744,357 shares


31-March-01 Center Bancorp, Inc. Form 10-Q 1
CENTER BANCORP, INC.


INDEX TO FORM 10-Q


<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION Page

Item 1. Financial Statements
Consolidated Statements of Condition
at March 31, 2001 (Unaudited) and December 31, 2000 3

Consolidated Statements of Income for the
three -months Ended March 31, 2001 and 2000 4
(Unaudited)

Consolidated Statements of Cash Flows for the
three-months Ended March 31, 2001 and 2000 5
(Unaudited)

Notes to the Consolidated Financial Statements 6-8

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-18

Item 3. Qualitative and Quantitative Disclosures about 19
Market Risks



PART II. OTHER INFORMATION

Item 1. Legal Proceedings 19


Item 4. Submission of Matters to Vote
of Security Holders 19-20

Item 6. Exhibits 20

Signature 21
</TABLE>

31-March-01 Center Bancorp, Inc. Form 10-Q 2
<TABLE>
<CAPTION>
Consolidated Statements of Condition March 31, December 31,
(Dollars in thousands) 2001 2000
- ----------------------------------------------------------------------------------------------------------------------------
(unaudited)

<S> <C> <C>
Assets:
Cash and due from banks $ 21,843 $ 22,274
Federal funds sold 25,400 -
- ----------------------------------------------------------------------------------------------------------------------------
Total cash and cash equivalents 47,243 22,274

Investment securities held to maturity (approximate
market value of $163,671 in 2001 and $173,224 in 2000) 162,465 173,754
Investment securities available-for-sale 157,399 156,513
- ----------------------------------------------------------------------------------------------------------------------------
Total investment securities 319,864 330,267
- ----------------------------------------------------------------------------------------------------------------------------

Loans, net of unearned income 203,144 198,949
Less - Allowance for loan losses 1,707 1,655
- ----------------------------------------------------------------------------------------------------------------------------
Net loans 201,437 197,294
- ----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net 9,938 10,045
Accrued interest receivable 5,226 5,839
Other assets 1,611 1,420
Goodwill 2,333 2,414
- ----------------------------------------------------------------------------------------------------------------------------
Total assets 587,652 569,553
- ----------------------------------------------------------------------------------------------------------------------------
Liabilities
Deposits:
Non-interest bearing $ 95,427 $ 93,231
Interest bearing:
Certificates of deposit $100,000 and over 56,099 58,231
Savings and time deposits 292,656 273,834
- ----------------------------------------------------------------------------------------------------------------------------
Total deposits 444,182 425,296
Federal funds purchased and securities sold under
agreements to repurchase 36,914 51,262
Federal Home Loan Bank advances 60,000 50,000
Accounts payable and accrued liabilities 5,436 3,813
- ----------------------------------------------------------------------------------------------------------------------------
Total Liabilities 546,532 530,371
- ----------------------------------------------------------------------------------------------------------------------------

Stockholders' equity:
Common stock, no par value:
Authorized 20,000,000 shares; issued 4,273,299 and
4,270,020 shares in 2000 and 2001, respectively 11,072 11,015
Additional paid in capital 4,104 4,049
Retained earnings 29,103 28,308

Treasury stock at cost (528,988 and 544,491 shares in 2001
and 2000, respectively) (4,347) (4,474)
Restricted stock (56) (56)
Accumulated other comprehensive income 1,244 340
- ----------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 41,120 39,182
- ----------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 587,652 $ 569,553
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

See Accompanying Notes To Consolidated Financial Statements.

31-March-01 Center Bancorp, Inc. Form 10-Q 3
Center Bancorp, Inc
Consolidated Statements of Income
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(Dollars in thousands) March 31,
- -------------------------------------------------------------------------------------------
2001 2000
<S> <C> <C>
Interest income: $ 3,802 $ 3,301
Interest and fees on loans
Interest and dividends on investment securities:
Taxable interest income 5,553 4,682
Nontaxable interest income 116 232
Interest on Federal funds sold and securities
purchased under agreement to resell 166 59
- -------------------------------------------------------------------------------------------
Total interest income $ 9,637 $ 8,274
- -------------------------------------------------------------------------------------------

Interest expense:
Interest on certificates of deposit $100,000 or more 678 715
Interest on savings and time deposits 2,507 1,884
Interest on borrowings 1,203 927
- -------------------------------------------------------------------------------------------
Total interest expense 4,388 3,526
- -------------------------------------------------------------------------------------------
Net interest income 5,249 4,748
- -------------------------------------------------------------------------------------------
Provision for loan losses 75 51
- -------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 5,174 4,697
- -------------------------------------------------------------------------------------------
Other income:
Service charges, commissions and fees 387 255
Other income 109 85
Gain (Loss) on securities sold 28 (55)
- -------------------------------------------------------------------------------------------
Total other income $ 524 $ 285
- -------------------------------------------------------------------------------------------
Other expense:
Salaries and employee benefits 1,870 1,683
Occupancy expense, net 434 357
Premises and equipment expense 336 344
Stationery and printing expense 93 93
Marketing and advertising 126 121
Other expenses 793 627
- -------------------------------------------------------------------------------------------
Total other expense $ 3,652 3,225
- -------------------------------------------------------------------------------------------
Income before income tax expense 2,046 1,757
Income tax expense 691 561
- -------------------------------------------------------------------------------------------
Net income $ 1,355 $ 1,196
- -------------------------------------------------------------------------------------------

Earnings per share
Basic $ 0.35 $ 0.30
Diluted $ 0.34 $ 0.30
- -------------------------------------------------------------------------------------------
Average weighted common shares outstanding
Basic 3,920,797 3,991,678
Diluted 3,952,806 4,011,386
- -------------------------------------------------------------------------------------------
</TABLE>

All share and par share amounts have been adjusted to reflect the 5% stock
dividend declared April 17, 2001 and payable June 1, 2001 to stock holders of
record May 18,2001.

See Accompanying Notes To Consolidated Financial Statements

31-March-01 Center Bancorp, Inc. Form 10-Q 4
Center Bancorp, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
(Dollars in thousands) 2001 2000
- ----------------------------------------------------------------- ----------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,355 $ 1,196
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 377 371
Provision for loan losses 75 51
(Gain) Loss on sale of investment securities available-for-sale (28) 55
Proceeds from sale of other real estate owned 45 -
Decrease (Increase) in accrued interest receivable 613 (234)
Loss on sale of other real estate owned 4 -
Increase in other assets (240) (646)
Increase in other liabilities 1,623 846
Amortization of premium and accretion of
discount on investment securities, net (42) (11)
- ---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 3,782 1,628
- ---------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities, calls & paydowns of securities
available-for-sale $ 15,615 2,892
Proceeds from redemption of FHLB stock - 4,803
Proceeds from maturities of securities held-to-maturity 25,653 3,425
Proceeds from sales of investment securities available-for-sale 8,461 11,232
Purchase of securities available-for-sale (24,004) (9,123)
Purchase of securities held-to-maturity (14,348) (15,433)
Net increase in loans (4,218) (8,928)
Property and equipment expenditures, net (189) (145)
- ---------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 6,970 (11,277)
- ---------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 18,886 16,598
Dividends paid (560) (569)
Proceeds from issuance of common stock 239 255
Net decrease in borrowings (4,348) (8,837)
- ---------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 14,217 7,447
- ---------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 24,969 (2,202)
- ---------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 22,274 18,675
- ---------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 47,243 $ 16,473
- ---------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Interest paid on deposits and short-term borrowings: $ 4,229 $ 3,316
Income taxes $ 676 $ 561
Transfer of investment securities held to maturity to investment
securities available-for-sale $ - $ 25,358
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

31-March-01 Center Bancorp, Inc. Form 10-Q 5
Notes to Consolidated Financial Statements

Note 1
Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of Center Bancorp, Inc. (the Corporation)
are prepared on the accrual basis and include the accounts of the Corporation
and its wholly owned subsidiary, Union Center National Bank (the Bank). All
significant inter-company accounts and transactions have been eliminated from
the accompanying consolidated financial statements.

Business

The Bank provides a full range of banking services to individual and corporate
customers through branch locations in Union and Morris Counties, New Jersey. The
Bank is subject to competition from other financial institutions, is subject to
the regulations of certain federal agencies and undergoes periodic examinations
by those regulatory authorities.


Basis of Financial Statement Presentation

The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America.. In
preparing the consolidated financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, as of the date of the statement of condition, and revenues and
expenses for the applicable period. Actual results could differ significantly
from those estimates.

In the opinion of Management, all adjustments necessary for a fair presentation
of the Corporation's financial position and results of operations for the
interim periods have been made. Such adjustments are of a normal recurring
nature. Results for the period ended March 31, 2001 are not necessarily
indicative of results for any other interim period or for the entire fiscal
year. Reference is made to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 2000 for information regarding accounting principles.

Note 2
Recent Accounting Pronouncements

SFAS No. 140

In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (A Replacement
of FASB Statement 125)." SFAS No. 140 supercedes and replaces the guidance in
SFAS No. 125 and, accordingly, provides guidance on the following topics:
securitization transactions involving financial assets; sales of financial
assets such as receivables, loans and securities; factoring transactions: wash
sales; servicing assets and liabilities; collateralized borrowing arrangements;
securities lending transactions; repurchase agreements; loan participations, and
extinguishment of liabilities. While most of the provisions of SFAS No. 140 were
effective for transactions entered into after March 31, 2001. Companies with
fiscal year ends that hold beneficial interests from previous securitizations
were required to make additional disclosures in their December 31, 2000
financial statements. The initial adoption of SFAS No. 140 did not have a
material impact on the financial statements of the Corporation.

31-March-01 Center Bancorp, Inc. Form 10-Q 6
NOTE 3
The following table outlines the Corporation's comprehensive income for the
three months ended March 31, 2001 and 2000.

<TABLE>
<CAPTION>
Three Months
Ended March 31,
Comprehensive Income 2001 2000
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Dollars in thousands)
Net Income $ 1,355 $ 1,196
Other comprehensive income
Unrealized holding gains (losses) arising
during the period, net of taxes $ 922 $ (191)
Less reclassification of adjustment for(gains)
losses icluded in net income (net of tax benefit) $ (18) $ 36
- ---------------------------------------------------------------------------------------------------------------
Other total comprehensive income (loss) $ 904 $ (155)
- ---------------------------------------------------------------------------------------------------------------
Total comprehensive income $ 2,259 $ 1,041
===============================================================================================================
</TABLE>

NOTE 4
The following is a reconciliation of the calculation of basic and diluted
earnings per share.


Three Months
Ended March 31,
--------------------
(In thousands, except per share data) 2001 2000
- -------------------------------------------------------------------------


Net Income $ 1,355 $ 1,196
Weighted Average Shares 3,921 3,992
Effect of Dilutive Stock Options 32 19
- -----------------------------------------------------------------------
Total Weighted Average Dilutive Shares 3,953 4,011
- -----------------------------------------------------------------------
Basic Earnings per Share $ 0.35 $ 0.30
- -----------------------------------------------------------------------
Diluted Earnings per share $ 0.34 $ 0.30
=======================================================================

Share and per share amounts have been restated to reflect the 5% stock dividend
declared April 17, 2001 and payable June 1, 2001 to stockholders of record May
18, 2001.

31-March-01 Center Bancorp, Inc. Form 10-Q 7
Management's Discussion & Analysis of Financial Condition
and Results of Operations



Net income for the three-months ended March 31, 2001 amounted to $1,355,000 as
compared to $1,196,000 earned for the comparable three-month period ended March
31, 2000. On a per diluted share basis, earnings increased to $.35 per share as
compared with $.30 per share for the three-months ended March 31, 2000. All per
share amounts have been restated to reflect the 5% stock dividend declared April
17, 2001, payable June 1, 2001. The annualized return on average assets remained
consistent at 0.94 percent compared with the comparable three-month period in
2000. The annualized return on average stockholders' equity was 13.4 percent for
the three-month period ended March 31, 2001 as compared to 12.6 percent for the
three-months ended March 31, 2000. Earnings performance for the first quarter of
2001 primarily reflects a higher level of net interest income and increased
non-interest income, offsetting increased non-interest expense and income tax
expense.

Net interest income is the difference between the interest earned on the
portfolio of earning-assets (principally loans and investments) and the interest
paid for deposits and borrowings, which support these assets. Net interest
income is presented below first in accordance with the Corporation's
consolidated financial statements and then on a fully tax-equivalent basis by
adjusting tax-exempt income (primarily interest earned on various obligations of
state and political subdivisions) by the amount of income tax, which would have
been paid, had the assets been invested in taxable issues.

Net Interest Income
- --------------------------------------------------------------------------
(Dollars in thousands) Three Months Ended
------------------
March 31,
--------- Percent
2001 2000 Change
----------------------
Interest income:
Investments $ 5,669 $ 4,914 15.36%
Loans, including fees 3,802 3,301 15.18%
Federal funds sold and securities
sold under agreements to resell 166 59 181.36%
----------- ----------
Total interest income 9,637 8,274 16.47%
- --------------------------------------------------------------------------
Interest expense:
Certificates $100,000 or more 678 715 -5.17%
Savings and Time Deposits 2,507 1,884 33.07%
FHLB advances and other
borrowings 1,203 927 29.77%
----------- ----------
Total interest income 4,388 3,526 24.45%
- --------------------------------------------------------------------------
Net interest income* 5,249 4,748 10.55%
- --------------------------------------------------------------------------
Tax-equivalent adjustment 60 120 -50.00%
Net interest income on a fully
tax-equivalent basis $ 5,309 $ 4,868 9.06%
- --------------------------------------------------------------------------

*Before the provision for loan losses. NOTE: The tax-equivalent adjustment was
computed based on an assumed statutory subdivisions.

Net interest income on a fully tax-equivalent basis increased $441,000 or 9.06
percent to approximately $5.3 million for the three-months ended March 31, 2001,
from $4.9 million for the comparable period in 2000. For the three-months ended
March 31, 2001, the net interest margin decreased to 3.99 percent from 4.16
percent due primarily to an increase in the cost of funds. For the three-months
ended March 31, 2001, an increase in the average yield on interest earning
assets of 11 basis points was offset by a decrease in the average cost of
interest-bearing liabilities of 30 basis points, resulting in the decrease in
the net interest margin, and the resulting decrease in the net interest spread
and the resulting decrease in net interest margin.

31-March-01 Center Bancorp, Inc. Form 10-Q 8
The decrease in the net interest spread was primarily a result of the increased
cost of interest-bearing liabilities and the Corporation's inability to fund a
greater portion of its earning-assets through increases in core deposits, versus
higher cost promotional deposits and short term borrowings. Average interest
earning-assets increased by $65.7 million, from the comparable three-month
period in 2000. The net increase in average interest-bearing liabilities was
$58.6 million over the comparable three-month period in 2000. The 2001 first
quarter changes in average interest earning-asset volumes resulted primarily
from increased volumes of loans and taxable investment securities, funded
primarily by deposits and increased borrowings.

For the three-month period ended March 31, 2001 interest income on a fully
tax-equivalent basis increased by $1.3 million or 15.5 percent from the
comparable three-month period in 2000. The primary factor contributing to the
increase was the previously cited increase in average earning-assets. The
Corporation's loan portfolio increased on average $26.8 million to $199.8
million from $173.0 million in the same quarter in 2000, primarily driven by
growth in commercial loans, commercial and residential mortgages and home equity
loans. This growth was funded primarily through an increase in deposits and
borrowings.

The loan portfolio (traditionally the Corporations highest yielding
earning-asset) represented, on average, approximately 37.0 percent of the
Corporation's interest earning-assets for the three-months ended March 31, 2001
as compared with 36.5 percent for the comparable period in 2000.

Average investment volume for the three-months ended March 31, 2001 increased
$30.6 million to $327.9 million compared to $297.3 million for the three months
of 2000. The growth in investments was in taxable securities, which increased
$40.9 million. Nontaxable securities decreased $10.3 million as compared with
the comparable period in 2000.

Interest expense for the three-months ended March 31, 2001, increased $862,000
or 24.5 percent from the comparable three-month period ended March 31, 2000, as
a result of an increase in interest rates and higher amounts of higher cost
borrowings and promotional deposits. The amount of the increase attributable to
volume factors was $425,000 while $437,000 was attributable to increased rates
brought about by the flattening of the yield curve.

For the three-months ended March 31, 2001, the Corporation's net interest
spread on a tax-equivalent basis decreased to 3.23 percent from 3.42 percent for
the three-months ended March 31, 2000. This decrease reflected a contraction of
spreads between yields earned on loans and investments and rates paid for
supporting funds. Net interest margins contracted due in part to pressure from
falling interest rates. The Federal Reserve lowered the Federal Funds rate three
times during the first quarter of 2001,as compared to the first quarter of 2000
when the Federal Reserve raised interest rates three-times. Although there was
a- favorable change in the mix of interest earning-assets, primarily increased
loan volumes, and the yield on interest-earning-assets rose to 7.28 percent from
7.17 percent; this was offset by higher rates paid for interest-bearing
liabilities coupled with a change in the mix of interest-bearing liabilities to
more costly funding. The cost of total interest-bearing liabilities increased to
4.05 percent for the three-months ended March 31, 2001 from 3.75 percent for the
three-months ended March 31, 2000.

The contribution of non-interest-bearing sources (i.e. the differential between
the average rate paid on all sources of funds and the average rate paid on
interest-bearing sources) widened to approximately 75 basis points from 74 basis
points during three-month period ended March 31, 2000.

31-March-01 Center Bancorp, Inc. Form 10-Q 9
The following table, "Analysis of Variance in Net Interest Income due to Volume
and Rates", analyzes net interest income by segregating the volume and rate
components of various interest earning assets and liabilities and the resultant
changes in the rates earned and paid by the Corporation.


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
2001/2000 Increase/(Decrease)
Due to Changes In:
- --------------------------------------------------------------------------------------------------------------------------

(Dollars in thousands) Average Average Net
Volume Rate Change
------ ---- ------
<S> <C> <C> <C>
Interest-earning assets
Investment Securities
Taxable $ 711 $ 160 $ 871
Non-taxable (181) 5 (176)
Federal funds sold and securities
purchased under agreement to resell 111 (4) 107
Loans, net of unearned income 510 (9) 501
----------- ----------- ----------
Total interest-earning assets 1,151 152 1,303
- --------------------------------------------------------------------------------- ----------- ----------
Interest-bearing liabilities:
Money Market deposits 26 (19) 7
Savings deposits 213 305 518
Time deposits (148) 94 (54)
Other interest-bearing deposits 43 72 115
Borrowings 291 (15) 276
----------- ----------- ----------
Total interest-bearing liabilities 425 437 862
----------- ----------- ----------
Change in net interest income $ 726 $(285) $ 441
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

31-March-01 Center Bancorp, Inc. Form 10-Q 10
The following table, "Average Balance Sheet with Interest and Average Rates",
presents for the three-months ended March 31, 2001 and 2000 the Corporation's
average assets, liabilities and stockholders' equity. The Corporation's net
interest income, net interest spreads and net interest income as a percentage of
interest earning assets are also reflected.

Average Balance Sheet with Interest and Average Rates

<TABLE>
<CAPTION>
Three Month
Period Ended March 31,
2001 2000
- ------------------------------------------------------------------------------------------------------------------------------------
Interest Average Interest Average
(tax-equivalent basis, Average Income/ Yield/ Average Income/ Yield/
dollars in thousands) Balance Expense Rate Balance Expense Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Interest-earning assets:
Investment securities: (1)
Taxable $ 317,895 $ 5,553 7.08% $ 276,970 $ 4,682 6.86%
Non-taxable 10,033 176 7.02% 20,352 352 6.92%
Federal funds sold and securities
purchased under agreement to resell 12,476 166 5.40% 4,179 39 5.73%
Loans, net of unearned income (2) 199,827 3,802 7.72% 173,030 3,301 7.74%
-------------- ------------- -------------- ------------
Total interest-earning assets 540,231 9,697 7.28% 474,531 8,394 7.17%
Non-interest earning assets
Cash and due from banks 17,429 14,879
Other assets 20,019 20,380
Allowance for possible loan losses (1,661) (1,428)
-------------- --------------
Total non-interest earning
assets 35,787 33,831
-------------- --------------
Total assets $ 576,018 $ 508,362
-------------- --------------
Liabilities and stockholders' equity
Interest-bearing liabilities:
Money Market deposits $ 73,750 544 2.99% $ 70,264 537 3.10%
Savings deposits 105,759 866 3.32% 71,596 348 1.97%
Time deposits 110,522 1,475 5.41% 121,927 1,529 5.09%
Other interest-bearing deposits 53,519 300 2.27% 44,362 185 1.69%
Borrowings 96,103 1,203 5.01% 72,908 927 5.09%
-------------- ------------- -------------- -------------- -------------- ------------
Total interest-bearing
liabilities 439,653 4,388 4.05% 381,057 3,526 3.75%
-------------- --------------
Non-interest-bearing liabilities:
Demand deposits 91,155 86,395
Other noninterest-bearing deposits 870 573
Other liabilities 3,922 3,419
-------------- --------------
Total noninterest-bearing
liabilities 95,947 90,387
Stockholders' equity 40,418 36,918
-------------- --------------
Total liabilities and
stockholders' equity $ 576,018 $ 508,362
-------------- --------------
Net interest income (tax-equivalent basis) $ 5,309 $ 4,868
------------- --------------
Net Interest Spread 3.23% 3.42%
-------------- ------------
Net interest income as percent
of earning-assets 3.99% 4.16%
-------------- ------------
Tax equivalent adjustment(3) (60) (120)
------------- --------------
Net interest income $ 5,249 $ 4,748
------------- --------------
</TABLE>
(1) Average balances for available-for-sale securities are based on amortized
cost
(2) Average balances for loans include loans on non-accrual status
(3) The tax-equivalent adjustment was computed based on a statutory Federal
income tax rate of 34 percent

31-March-01 Center Bancorp, Inc. Form 10-Q 11
Investments

For the three-months ended March 31, 2001, the average volume of investment
securities increased to $327.9 million or an increase of $30.6 million from
$297.3 million on average for the same three-month period in 2000. The
tax-equivalent yield on the investment portfolio increased to 7.09 percent from
6.87 percent for the comparable three-month period in 2000. Purchases made to
replace maturing and called investments were made at higher rates.

The impact of re-pricing activity on investment yields was enhanced by a change
in bond segmentation and some extension, where risk is relatively minimal within
the portfolio resulting in wider spreads. Securities available-for-sale are a
part of the Corporation's interest rate risk management strategy and may be sold
in response to changes in interest rates, changes in prepayment risk, liquidity
management and other factors.

For the three-months ended March 31, 2001, the Corporation sold from its
available-for-sale portfolio securities totaling approximately $8.5 million.
Purchases of securities to replace the sales amounted to approximately $21.0 for
the three- month period ended March 31, 2001, with weighted average yields of
7.0 percent.

At March 31, 2001 the net unrealized gain/loss carried as a component of other
comprehensive income and included in shareholders' equity amounted to a net
unrealized gain of $1,244,000 as compared with an unrealized loss of $2,032,000
at March 31, 2000 resulting from an improvement in the bond market due to a
decline in interest rates fostered by the Federal Open Market Committee's recent
actions to lower the Federal funds target rate as an economic stimulus. Bond
prices have risen as interest rates fell in the long end of the yield curve.

Loans

Loan growth during the first three-months of 2001 occurred in all segments of
the loan portfolio. This growth resulted from the Corporation's business
development efforts enhanced by the Corporation's entry into new markets through
expanded branch facilities. The slight decrease in the loan portfolio yield for
the three -month period was the result of a falling rate environment as compared
with the converse in 2000, coupled with a competitive rate structure to attract
new loans and by the heightened competition for lending relationships that
exists in the Corporation's market. The Corporation's desire to grow this
segment of the earning-asset mix is reflected in its current business
development plan and marketing plans, as well as its short-term strategic plan.

Analyzing the loan portfolio for the three-months ended March 31, 2001, average
loan volume increased $26.8 million or 15.49 percent, while portfolio yield
decreased by 2 basis points as compared with the same period in 2000. The
increased total average loan volume was due primarily to increased customer
activity, new lending relationships and new markets. The volume related factors
contributed increased revenue of $510,000 while rate related changes amounted to
$(9,000). Total average loan volume increased to $199.8 million with a net
interest yield of 7.72 percent, as compared to $173.0 million with a yield of
7.74 percent for the three-months ended March 31, 2000.


Allowance for Loan Losses

The purpose of the allowance for loan losses is to absorb the impact of losses
inherent in the loan portfolio. Additions to the allowance are made through
provisions charged against current operations and through recoveries made on
loans previously charged-off. The allowance for loan losses is maintained at an
amount considered adequate by management to provide for potential credit losses
inherent in the loan portfolio based upon a periodic evaluation of the risk
characteristics of the loan portfolio. In establishing an appropriate allowance,
an assessment of the individual borrowers, a determination of the value of the
underlying collateral, a review of historical loss experience and an analysis of
the levels and trends of loan categories, delinquencies, and problem loans are
considered. The level and trend of interest rates and current economic
conditions are also reviewed. At March 31, 2001, the allowance was $1,707,000 as
compared to $1,655,000 on December 31, 2000, and $1,451,000 at March 31, 2000.
The provision for loan losses during the three-month periods ended March 31,
2001 and 2000 amounted to $75,000 and $51,000, respectively.

31-March-01 Center Bancorp, Inc. Form 10-Q 12
Various regulatory agencies, as an integral part of their examination process,
periodically review the Corporation's allowance for loan losses. Such agencies
may require the Corporation to increase the allowance based on their analysis of
information available to them at the time of their examinations. The allowance
for loan losses as a percentage of total loans amounted to .84 percent at March
31, 2001 and .82 percent at March 31, 2000.

In management's view, the level of the allowance as of March 31, 2001 is
adequate to cover losses inherent in the loan portfolio. The Corporation's
statements herein regarding the adequacy of the allowance for loan losses
constitute forward-looking statements under the Private Securities Litigation
Reform Act of 1995. Actual results may indicate that the amount of the
Corporation's allowance was inadequate. Factors that could cause the allowance
to be inadequate are the same factors that are analyzed by the Corporation in
establishing the amount of the allowance.

The Corporation defines impaired loans to consist of non-accrual loans and loans
internally classified as substandard or worse, in each instance above an
established dollar threshold of $200,000. All loans below the established dollar
threshold are considered homogenous and are collectively evaluated for
impairment. At March 31, 2001, total impaired loans were approximately
$1,927,000 compared to $1,461,000 at December 31, 2000 and none at March 31,
2000. Although classified as substandard, impaired loans were current with
respect to principal and interest payments.

Changes in the allowance for loan losses for the three-months ended March 31,
2001 and 2000, respectively, are set forth below.

Allowance for loan losses
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2001 2000
---- ----
<S> <C> <C>
Average loans outstanding $ 199,827 $ 173,030
- ------------------------------------------------------------------------------------------
Total loans at end of period 203,144 177,994
- ------------------------------------------------------------------------------------------
Analysis of the allowance for loan losses
Balance at the beginning of period 1,655 1,423
Charge-offs:
Commercial 0 0
Real estate-mortgage 0 0
Installment loans 24 23
- -----------------------------------------------------------------------------------------
Total charge-offs 24 23
Recoveries:
Commercial 0 0
Real estate-mortgage 0 0
Installment loans 1 0
- -----------------------------------------------------------------------------------------
Total recoveries 1 0
Net Charge-offs: 23 23
Provisions for loan losses 75 51
- -----------------------------------------------------------------------------------------
Balance at end of period $ 1,707 $ 1,451
- -----------------------------------------------------------------------------------------
Ratio of net charge-offs during the period to
Average loans outstanding during the period 0.0001% 0.0001%
Allowance for loan losses as a percentage of total loans 0.84% 0.82%
</TABLE>

31-March-01 Center Bancorp, Inc. Form 10-Q 13
Asset Quality

The Corporation manages asset quality and credit risk by maintaining
diversification in its loan portfolio and through review processes that include
analysis of credit requests and ongoing examination of outstanding loans and
delinquencies, with particular attention to portfolio dynamics and mix. The
Corporation strives to identify loans experiencing difficulty early enough to
correct the problems, to record charge-offs promptly based on realistic
assessments of current collateral values, and to maintain an adequate allowance
for loan losses at all times. These practices have protected the Corporation
during economic downturns and periods of uncertainty.

It is generally the Corporation's policy to discontinue interest accruals once a
loan is past due as to interest or principal payments for a period of ninety
days. When a loan is placed on non-accrual status, interest accruals cease and
uncollected accrued interest is reversed and charged against current income.
Payments received on non-accrual loans are applied against principal. A loan may
only be restored to an accruing basis when it again becomes well secured and in
the process of collection or all past due amounts have been collected. Loan
origination fees and certain direct loan origination costs are deferred and
recognized over the life of the loan as an adjustment to the loan's yield.

At March 31, 2001, December 31, 2000 and March 31, 2000, the Corporation had no
restructured loans. Non-accrual loans amounted to $231,000 at March 31, 2001,
and were primarily comprised of first and second lien residential mortgages. At
December 31, 2000, non-accrual loans amounted to $246,000 and were comprised of
first and second lien residential mortgages. At March 31, 2000, non-accrual
loans amounted to $273,000 and were comprised of first and second lien
residential mortgages. At March 31, 2001 the Corporation's loans 90 days past
due and still accruing amounted to approximately $107,000. Such loans amounted
to $2,000 at December 31, 2000 and $2,000 at March 31, 2000.

The outstanding balances of accruing loans, which are 90 days or more past due
as to principal or interest payments and non-accrual loans at March 31, 2001,
December 31, 2000 and March 31, 2000, were as follows:

<TABLE>
<CAPTION>
Non-Performing Loans at March 31, December 31, March 31,
(Dollars in thousands) 2001 2000 2000
========================================================================================
<S> <C> <C> <C>
Loans past due 90 days and still accruing $ 107 $ 2 $ 2
Non-accrual loans $ 231 $ 246 $ 273
- ----------------------------------------------------------------------------------------
Total non-performing loans $ 338 $ 248 $ 275
========================================================================================
Other Real Estate Owned (OREO) $ - $ 49 $ 73
- ----------------------------------------------------------------------------------------
Total non-performing assets $ 338 $ 297 $ 348
- ----------------------------------------------------------------------------------------
</TABLE>

At March 31, 2001, non-performing assets, consisting of loans on non-accrual
status plus other real estate owned (OREO) amounted to $231,000 or .11 percent
of total loans outstanding as compared to $295,000 or .15 percent at December
31, 2000 and $346,000 or .19 percent at March 31, 2000.

At March 31, 2000, the Corporation did not have any other real estate owned
(OREO). The Corporation's OREO at December 31, 2000 amounted to $49,000 and
consisted of a residential property acquired through foreclosure and
subsequently sold on March 20, 2001 at a loss of $3,970. At March 31, 2000 the
Corporation's OREO consisted of a closed branch facility with a carrying value
of approximately $73,000, which was sold on April 17, 2000 at a gain of
$102,000.

31-March-01 Center Bancorp, Inc. Form 10-Q 14
Other Non-Interest Income
The following table presents the principal categories of non-interest income for
the three month periods ended March 31, 2001 and 2000.

- -------------------------------------------------------------------------
(dollars in thousands) Three months ended
March 31,
2001 2001 % change
----------------------
Other income:
Service charges, commissions and fees $ 387 $ 255 51.8%
Other income 109 85 28.2%
Net Gain (Loss) on securities sold 28 (55) -150.9%
----------- ----------
Total other income $ 524 $ 285 83.9%
- -------------------------------------------------------------------------

For the three-months ended March 31, 2001, total other (non-interest) income,
increased $239,000 or 83.86 percent as compared to the three-months ended March
31, 2000. The increase in other income is primarily due to increased ATM
surcharges and deposit account related revenue. Service charge fees on deposits
increased primarily as a result of an increase in business activity.

Other Non-Interest Income

The following table presents the principal categories of non-interest expense
for the three month periods ended March 31, 2001 and 2000.

- -------------------------------------------------------------------------
(dollars in thousands) Three months ended
March 31,
2001 2000 % change
---- ----
Other expense:
Salaries and employee benefits $1,870 $1,683 11.1%
Occupancy expense, net 434 357 21.6%
Premises & equipment expense 336 344 -2.3%
Stationery and printing expense 93 93 0.0%
Marketing & Advertising 126 121 4.1%
Other expenses 793 627 26.5%
------ ------
Total other expense $3,652 $3,225 13.2%
- -------------------------------------------------------------------------

For the three-month period ended March 31, 2001 total other (non-interest)
expenses increased $427,000 or 13.2 percent over the comparable three-month
period ended March 31, 2000. The increase was primarily attributable to
increases in salaries and employee benefits coupled with increases in other
operating expense. Prudent management of other expenses has been a key objective
of management in an effort to improve earnings efficiency. The Corporation's
efficiency ratio (other expenses less non-recurring expenses as a percentage of
net interest income on a tax-equivalent basis plus non-interest income) for the
three-months ended March 31, 2001 was 60.10 percent as compared with 61.38
percent for the comparable period ended March 31, 2000.

Salaries and employee benefits increased $187,000 or 11.1 percent for the
three-months ended March 31, 2001. The increase in salaries and employee
benefits for the three-month period ended March 31, 2001 is attributed to higher
staffing levels, coupled with increased expense due to normal merit increases,
promotional raises and higher benefits costs. Although staffing levels overall
remained unchanged at 160 full-time employees at March 31, 2001 and March 31,
2000, the expenses for the quarter ended March 31, 2001 reflect the expense for
two officers that were hired in the last week of March 2000 and higher salaries
for officers hired to replace resignations.

The increase in occupancy expenses reflects the associated costs of the
Corporation's expanded facilities. For the three and three-months ended March
31, 2001, occupancy and premises and equipment expenses increased $69,000 or
9.84 percent over the comparable period in 2000, primarily related to the
Corporation's Summit Banking Center opened in June 2000, the expanded
Springfield office and rental increases on other leased locations. Occupancy
expense additionally reflects extraordinary weather related expense charges
totaling $94,000, which represents an increase of $35,000 or 59.32.percent over
the comparable period in 2000.

31-March-01 Center Bancorp, Inc. Form 10-Q 15
Provision for Income Taxes

For the three-month period ended March 31, 2001, the effective tax rate was 33.8
percent compared to 31.9 percent for the three-month period ended March 31,
2000. The Corporation's provision for income taxes increased primarily as a
result of higher levels of income and to a lesser degree on reduced levels of
tax-exempt income, which decreased by $116,000 or 50 percent, for the three
months ended March 31, 2001, compared to 2000.


Asset Liability Management

The composition and mix of the Corporation's assets and liabilities is planned
and monitored by the Asset and Liability Committee (ALCO). Asset and Liability
management encompasses the control of interest rate risk (interest sensitivity
management) and the ongoing maintenance and planning of liquidity and capital.
In general, management's objective is to optimize net interest income and
minimize interest rate risk by monitoring these components of the statement of
condition.


Interest Sensitivity

The management of interest rate risk is also important to the profitability of
the Corporation. Interest rate risk arises when an earning-asset matures or when
its interest rate changes in a time period different from that of a supporting
interest bearing liability, or when an interest bearing liability matures or
when its interest rate changes in a time period different from that of an
earning-asset that it supports. While the Corporation matches only a small
portion of specific assets and liabilities, total earning-assets and
interest-bearing liabilities are grouped to determine the overall interest rate
risk within a number of specific time frames.

Interest sensitivity analysis attempts to measure the responsiveness of net
interest income to changes in interest rate levels. The difference between
interest-sensitive assets and interest-sensitive liabilities is referred to as
the interest sensitivity gap. At any given point in time, the Corporation may be
in an asset-sensitive position, whereby its interest-sensitive assets exceed its
interest-sensitive liabilities, or in a liability-sensitive position, whereby
its interest-sensitive liabilities exceed its interest-sensitive assets,
depending on management's judgment as to projected interest rate trends.

The Corporation's rate sensitivity position in each time frame may be expressed
as assets less liabilities, as liabilities less assets, or as the ratio between
rate sensitive assets (RSA) and rate sensitive liabilities (RSL). For example, a
short funded position (liabilities re-pricing before assets) would be expressed
as a net negative position, when period gaps are computed by subtracting
re-pricing liabilities from re-pricing assets. When using the ratio method, a
RSA/RSL ratio of 1 indicates a balanced position, a ratio greater than 1
indicates an asset sensitive position, and a ratio of less than 1 indicates a
liability sensitive position.

A negative gap and/or a rate sensitivity ratio of less than 1 tends to expand
net interest margins in a falling rate environment and to reduce net interest
margins in a rising rate environment. Conversely, when a positive gap occurs,
generally margins expand in a rising rate environment and contract in a falling
rate environment. From time to time, the Corporation may elect to deliberately
mismatch liabilities and assets in a strategic gap position.

At March 31, 2001, the Corporation reflected a negative interest sensitivity gap
(or an interest sensitivity ratio) of .79: 1.0 at the cumulative one-year
position. During the first quarter of 2001, the Corporation had a negative
interest sensitivity gap. The maintenance of a liability-sensitive position
during this period did not have an unfavorable impact on the Corporation's net
interest margins; however, based on management's perception that interest rates
will continue to be volatile, emphasis has been placed on interest-sensitivity
matching with the objective of achieving a consistent net interest spread during
the remainder of 2001. No assurance can be given that the Corporation will be
able to satisfy this objective.

31-March-01 Center Bancorp, Inc. Form 10-Q 16
Liquidity

The liquidity position of the Corporation is dependent on successful management
of its assets and liabilities so as to meet the needs of both deposit and credit
customers. Liquidity needs arise principally to accommodate possible deposit
outflows and to meet customers' requests for loans. Scheduled principal loan
repayments, maturing investments, short-term liquid assets and deposit in-flows,
can satisfy such needs. The objective of liquidity management is to enable the
Corporation to maintain sufficient liquidity to meet its obligations in a timely
and cost-effective manner. Management monitors current and projected cash flows,
and adjusts positions as necessary to maintain adequate levels of liquidity.

By using a variety of potential funding sources and staggering maturities, the
risk of potential funding pressure is somewhat reduced. Management also
maintains a detailed liquidity contingency plan designed to adequately respond
to situations which could lead to liquidity concerns. Anticipated cash-flows at
March 31, 2001, projected to March of 2002, indicates that the Bank's liquidity
should remain strong, with an approximate projection of $114.3 million in
anticipated cash flows over the next twelve months. This projection represents a
forward-looking statement under the Private Securities Litigation Reform Act of
1995. Actual results could differ materially from this projection depending upon
a number of factors, including the liquidity needs of the Bank's customers, the
availability of sources of liquidity and general economic conditions.

The Corporation derives a significant proportion of its liquidity from its core
deposit base. For the three-month period ended March 31, 2001, core deposits
(comprised of total demand, savings accounts (excluding Super Max) and money
market accounts under $100,000) represented 50.7 percent of total deposits as
compared with 55.6 percent at March 31, 2000. More volatile rate sensitive
deposits, concentrated in time certificates of deposit greater than $100,000,
for the three-month period ended March 31, 2001, decreased on average to 13.60
percent of total deposits from 14.2 percent during the three-months ended March
31, 2000. This change has resulted from an $11.4 million decrease in time
deposits on average for the three-months ended March 31, 2001 compared to the
prior year period.

Short-term borrowings can be used to satisfy daily funding needs. Balances in
these accounts fluctuate significantly on a day-to-day basis. The Corporation's
principal short-term funding sources are securities sold under agreements to
repurchase advances, from the Federal Home Loan Bank and Federal funds
purchased. Average short-term borrowings during the first three-months of 2001
were $96.1 million, an increase of $23.2 million or 31.8 percent from $72.9
million in average short-term borrowings during the comparable three-months
ended March 31, 2000.

During the three-months ended March 31, 2001, average funding sources increased
by approximately $64.2 million or 13.6 percent, compared to the same period in
2000. Interest-bearing deposits increased $58.6 million and were comprised
primarily of increases in savings deposits, money market, non-interest bearing
demand deposits and short-term borrowings offset in part by a decrease in time
deposits less than $100,000. Non-interest bearing funding sources as a
percentage of the total funding mix decreased to 17.3 percent (on average) as
compared to 18.6 percent for the three-month period ended March 31, 2000. This
is primarily attributable to a more rapid growth in non-deposit funding sources
as a percentage of the funding base as compared with overall deposit growth.


Cash Flow

The consolidated statements of cash flows present the changes in cash and cash
equivalents from operating, investing and financing activities. During the
three-months ended March 31, 2001, cash and cash equivalents (which increased
overall by $25.0 million) were provided (on a net basis) by financing activities
approximately $14.2 million, primarily due to an increase in deposits of $18.9
million, by operating activities of $3.8 million, offsetting a decrease in
borrowings of $4.3 million. Approximately $7.0 million was provided by net
investing activities; principally a $4.2 million increase in loans and an $11.4
million decrease in the investment portfolio.

31-March-01 Center Bancorp, Inc. Form 10-Q 17
Stockholders' Equity

Total stockholders' equity averaged $40.4 million or 7.05 percent of average
assets for the three -month period ended March 31, 2001, as compared to $36.9
million, or 7.26 percent, during the same period in 2000. The Corporation's
dividend reinvestment and optional stock purchase plan contributed $57,000 in
new capital for the three-months ended March 31, 2001 as compared with $65,000
for the comparable period in 2000. Book value per common share was $10.98 at
March 31, 2001 as compared to $9.76 at March 31, 2000. Tangible book value per
common share was $10.36 at March 31, 2001 and $9.06 at March 31, 2000.


Capital

The maintenance of a solid capital foundation continues to be a primary goal for
the Corporation. Accordingly, capital plans and dividend policies are monitored
on an ongoing basis. The most important objective of the capital planning
process is to balance effectively the retention of capital to support future
growth and the goal of providing stockholders with an attractive long-term
return on their investment.


Risk-Based Capital/Leverage

Banking regulations require banks to maintain minimum levels of regulatory
capital. Under the regulations in effect at March 31, 2001, the Bank was
required to maintain (i) a minimum leverage ratio of Tier 1 capital to total
adjusted assets of 4.00%, and (ii) minimum ratios of Tier 1 and total capital to
risk-weighted assets of 4.00% and 8.00%, respectively.

At March 31, 2001, total Tier l capital (defined as tangible stockholders'
equity for common stock and certain perpetual preferred stock) amounted to $37.5
million or 6.55 percent of total assets. Tier I capital excludes the effect of
SFAS No. 115, which amounted to $1,244,000 of net unrealized gains, after tax,
on securities available-for-sale (included as a component of other comprehensive
income) and goodwill of approximately $2.3 million as of March 31, 2001. At
March 31, 2001, the Corporation's estimated Tier I risk-based and total
risk-based capital ratios were 11.23 percent and 12.12 percent, respectively.
These ratios are well above the minimum guidelines of capital to risk-adjusted
assets in effect as of March 31, 2001.

Under prompt corrective action regulations, bank regulators are required to take
certain supervisory actions (and may take additional discretionary actions) with
respect to an undercapitalized institution. Such actions could have a direct
material effect on the institution's financial statements. The regulations
establish a framework for the classification of financial institutions into five
categories: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized. Generally, an
institution is considered well capitalized if it has a leverage (Tier 1) capital
ratio of at least 5.0%; a Tier 1 risk-based capital ratio of at least 6.0%; and
a total risk-based capital ratio of at least 10.0%.

The foregoing capital ratios are based in part on specific quantitative measures
of assets, liabilities and certain off-balance sheet items as calculated under
regulatory accounting practices. Capital amounts and classifications are also
subject to qualitative judgments by the bank regulators about capital
components, risk weightings and other factors. As of March 31, 2001, management
believes that the Bank meets all capital adequacy requirements to which it is
subject.

31-March-01 Center Bancorp, Inc. Form 10-Q 18
Item 3 - Qualitative and Quantitative Disclosures about Market Risks

The primary market risk faced by the Corporation is interest rate risk. The
Corporation's Asset/Liability Committee ("ALCO") monitors the changes in the
movement of funds and rate and volume trends to enable appropriate management
response to changing market and rate conditions.


The Corporation's income simulation model analyzes interest rate sensitivity by
projecting net interest income over the next 24 months in a flat rate scenario
versus net interest in alternative interest rate scenarios. Management reviews
and refines its interest rate risk management process in response to the
changing economic climate. Currently, the Corporation's model projects a 200
basis point change in rates during the first year, in even monthly increments,
with rates held constant in the second year. The Corporation's ALCO has
established that interest income sensitivity will be considered acceptable if
net interest income in the above interest rate scenario is within 10 percent of
net interest income in the flat rate scenario in the first year and so that the
present value of equity at risk does not exceed 15 percent when compared to the
forecast. Year 2 will not carry a policy limit, due to the inaccuracies inherent
with longer-term projections. Generally, year 2 is calculated and identified for
review and presentation purposes only. At March 31, 2001, the Corporation's
income simulation model indicates an acceptable level of interest rate risk,
with no significant change from December 31, 2000.

Computation of prospective effects of hypothetical interest rate changes are
based on numerous assumptions, including relative levels of market interest
rates, loan prepayments and duration of deposits, and should not be relied upon
as indicative of actual results. Further, the computations do not contemplate
any actions that ALCO could undertake in response to changes in interest rates.


II. OTHER INFORMATION

Item 1 - Legal proceedings

The Corporation is subject to claims and lawsuits, which arise primarily in the
ordinary course of business. Based upon the information currently available, it
is the opinion of management that the disposition or ultimate determination of
such claims will not have a material adverse impact on the consolidated
financial position, results of operations, or liquidity of the Corporation. This
statement represents a forward-looking statement under the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially from this
statement, primarily due to the uncertainties involved in legal processes.

Item 4 - Submission of Matters to Vote of Security Holders

The Annual Meeting of shareholders was held on Tuesday April 17, 2001.

The following Class 1 Directors, whose three-year terms will expire in 2004,
were re-elected in the flowing share votes:

John J. Davis 3,123,954 FOR 153,811 WITHHELD/AGAINST
Brenda Curtis 3,123,954 FOR 153,811 WITHHELD/AGAINST
Donald G. Kein 3,163,563 FOR 114,202 WITHHELD/AGAINST
Norman F. Schroeder 3,163,563 FOR 114,202 WITHHELD/AGAINST

The following class 2 Directors were elected and terms continue until the 2002
Annual Meeting

William J. Kennedy 3,163,563 FOR 114,202 WITHHELD/AGAINST

31-March-01 Center Bancorp, Inc. Form 10-Q 19
The following Class 3 Directors' terms continue until the 2002 Annual Meeting

Robert L. Bischoff
Paul Lomakin Jr.
Herbert Schiller

The following Class 2 Directors' terms continue until the 2003 Annual Meeting

Hugo Barth
Alexander A. Bol
William A. Thompson


Item 6 - Exhibits and Reports on Form 8-K

A) No longer required

B) Reports on Form 8-K
There were no reports on Form 8-K filed during the
three months ended March 31, 2001.

31-March-01 Center Bancorp, Inc. Form 10-Q 20
SIGNATURE

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.





CENTER BANCORP, INC.


DATE: May 15, 2001 /s/ Anthony C. Weagley
----------------------
Anthony C. Weagley, Treasurer
(Chief Financial Officer)

31-March-01 Center Bancorp, Inc. Form 10-Q 21