-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxUWnEqyFKKpzmyTPk7WHCKBKw7VQlwxTWxkavyMbiKKbbnN8xRTBrNEenVvNG3o CphrUKMKGBOUtPVzKFG0QQ== 0000893220-03-001248.txt : 20030721 0000893220-03-001248.hdr.sgml : 20030721 20030721150844 ACCESSION NUMBER: 0000893220-03-001248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030721 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMM BANCORP INC CENTRAL INDEX KEY: 0000730030 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232242292 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17455 FILM NUMBER: 03794497 BUSINESS ADDRESS: STREET 1: 125 NORTH STATE STREET CITY: CLARKS SUMMIT STATE: PA ZIP: 18411 BUSINESS PHONE: 5707853181 MAIL ADDRESS: STREET 1: 125 NORTH STATE STREET CITY: CLARKSUMMIT STATE: PA ZIP: 18411 8-K 1 w88546e8vk.txt FORM 8-K COMM BANCORP, INC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2003 Comm Bancorp, Inc. ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-17455 23-2242292 - ------------------------------ --------------- ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) file number) Identification No.) 125 North State Street, Clarks Summit, PA 18411 - ----------------------------------------- ----------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (570)586-0377 Former name or former address, if changed from last report: Not Applicable Page 1 of 4 Item 1. Changes in Control of Registrant. Not Applicable. Item 2. Acquisition or Disposition of Assets. Not Applicable. Item 3. Bankruptcy or Receivership. Not Applicable. Item 4. Changes in Registrant's Certifying Accountant. Not Applicable. Item 5. Other Events. Not Applicable. Item 6. Resignations of Registrant's Directors. Not Applicable. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits. None. Item 8. Change in Fiscal Year. Not Applicable. Item 9. Regulation FD Disclosure. None. Item 10. Amendments to the Registrant's Code of Ethics, or waiver of a Provision of the Code of Ethics. Not Applicable. 2 Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Not Applicable. Item 12. Results of Operations and Financial Condition. (a) Exhibit 99(i) Press Release, dated July 21, 2003. 3 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 hereunto duly authorized. COMM BANCORP, INC. ---------------------------- (Registrant) Date: July 21, 2003 By:/s/ Scott A. Seasock ---------------------------- Scott A. Seasock Executive Vice President and Chief Financial Officer (Principal Financial Officer) 4 EX-99.I 4 w88546exv99wi.txt PRESS RELEASE DATED JULY 21, 2003 NEWS RELEASE TO BUSINESS EDITOR: COMM BANCORP, INC. REPORTS SECOND QUARTER 2003 EARNINGS Clarks Summit, PA, July 21/PR Newswire/-Comm Bancorp, Inc. (Nasdaq: CCBP) today reported second quarter 2003 earnings of $1,145,000 or $0.60 per share and year-to-date earnings of $2,475,000 or $1.28 per share. Comparable 2002 earnings were $1,226,000 or $0.62 per share for the second quarter and $2,540,000 or $1.29 per share year-to-date. Return on average stockholders' equity was 9.96% for the second quarter and 10.85% for the first half of 2003, compared to 11.61% and 12.20% for the respective 2002 periods. Return on average assets was 0.92% and 1.01%, respectively, for the second quarter and year-to-date 2003, compared to 1.05% and 1.10% for the same periods of 2002. "We are beginning to feel the effects of the current interest rate environment," stated William F. Farber, Sr., President and Chief Executive Officer. "Falling interest rates have put pressure on our net interest margin and in turn earnings. We are continually focusing on generating noninterest revenue and controlling our noninterest expense in order to alleviate the effects of margin compression," continued Farber. As a means of generating additional fee income, the Company recently established Community Abstract Services, LLC, which offers title insurance and abstract services to residential mortgage loan customers. "Abstract services creates a new source of revenue for our Company by allowing us to capitalize on the high demand for residential mortgages caused by the historically low interest rates, " concluded Farber. HIGHLIGHTS - - Total assets surpassed the one-half $1.0 billion milestone. - - Year-to-date noninterest revenue rose 10% compared to prior year. - - Loans, net of unearned income and deposits grew at annualized rates of 8.0% and 12.0% for the first half of 2003. - - Dividends declared year-to-date increased 10% over last year. INCOME STATEMENT REVIEW Tax-equivalent net interest income for the first half of 2003 totaled $8,921 thousand, a decrease of $398 thousand or 4.3%. A $1,435 thousand decline in tax-equivalent interest revenue was partially mitigated by a $1,037 thousand reduction in interest expense. The decline in interest revenue was caused by a 101 basis point decrease in the tax-equivalent yield on earning assets, partially offset by interest revenue generated from a $25.7 million increase in average earning assets. A 72 basis point reduction in the cost of funds, partially offset by growth of $20.5 million in average interest-bearing liabilities, caused the reduction in interest expense. The net interest margin contracted 41 basis points to 3.86% in 2003 from 4.27% in 2002. The provision for loan losses was $240 thousand for the six months ended June 30, 2003, compared to $740 thousand for the same period of 2002. The allowance for loan losses, as a percentage of loans, net of unearned income, equaled 1.09% and 1.12% at June 30, 2003 and 2002, respectively. Noninterest income totaled $2,076 thousand for the six months ended June 30, 2003, an increase of $197 thousand or 10.5% from $1,879 thousand for the same six months of last year. Included in noninterest income in 2002 was $69 thousand in gains from the sale of investment securities. There were no gains from the sale of investment securities in 2003. Gains on the sale of residential mortgages increased $328 thousand while service charges, fees and commissions declined $62 thousand. For the second quarter, noninterest income increased $70 thousand to $990 thousand in 2003, compared to $920 thousand in 2002. For the six months ended June 30, 2003, noninterest expense amounted to $7,003 thousand, an increase of $415 thousand or 6.3% from $6,588 thousand for the same six months of 2002. As a result of opening two new offices in the second half of last year, salaries and employee benefits expense rose $198 thousand or 6.1% and net occupancy and equipment expense increased $187 thousand or 20.8%. Other expenses increased $30 thousand or 1.2%. For the quarter ended June 30, 2003, noninterest expense increased $262 thousand or 7.9% in comparison to the same quarter last year. BALANCE SHEET REVIEW For the first six months of 2003, the balance sheet grew substantially in comparison to the same six months of last year. Total assets averaged $493.2 million for the six months ended June 30, 2003, an increase of $29.6 million or 6.4% from $463.6 million for the first half of 2002. Average earning assets increased $25.7 million or 5.8%. Loan growth was the primary factor for the growth in earning assets. Loans, net of unearned income, averaged $335.7 million for the first half of 2003 in comparison to $315.6 million for the same period of 2002. The $20.1 million or 6.4% growth in loans, net of unearned income, was funded by growth of $25.5 million or 6.1% in average total deposits. Total deposits averaged $443.9 million in 2003 and $418.4 million in 2002. Average interest-bearing deposits rose $20.6 million or 5.5%, while average noninterest-bearing deposits grew $4.9 million or 10.4%. Stockholders' equity totaled $45.7 million at June 30, 2003, compared to $46.1 million at March 31, 2003 and $45.3 million at December 31, 2002. On a per share basis, stockholders' equity equaled $23.94 per share, $23.70 per share and $23.31 per share for these respective periods. During the first six months of 2003, 38,450 shares of common stock totaling $1.3 million were repurchased. For the six months ended June 30, dividends declared totaled $849 thousand or $0.44 per share in 2003 and $785 thousand or $0.40 per share in 2002. The Company's common stock closed at a price of $34.80 per share and traded at 145% of book and 13.2 times trailing twelve months earnings per share at June 30, 2003. Nonperforming assets, as a percentage of loans, net of unearned income, were constant at 0.7% at June 30, 2003 compared to the previous quarter-end and improved from 0.8% at year-end 2002. Nonperforming assets were $2.3 million at the end of the second quarter of 2003, compared to $2.2 million at March 31, 2003, and $2.5 million at December 31, 2002. In comparing the first and second quarters of 2003, nonaccrual loans and foreclosed assets decreased $213 thousand and $40 thousand, respectively, while accruing loans past due ninety days or more increased $300 thousand. The allowance for loan losses equaled $3.7 million and 1.09% of loans, net of unearned income, at June 30, 2003, compared to $3.5 million and 1.12% at June 30, 2002. The allowance covered 160.7% of nonperforming assets at the end of the first half of 2003, compared 134.1% one year ago. Net charge-offs amounted to $308 thousand or 0.18% of average loans outstanding for the six months ended June 30, 2003, and $429 thousand or 0.27% of average loans outstanding for the same six months of 2002. Comm Bancorp, Inc. serves four Pennsylvania counties through Community Bank and Trust Company's 16 community banking offices. Each office interdependent with the community offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities. In addition, customers can take advantage of Klick(sm) Banking, on-line banking services, by accessing the Company's web site at http://www.combk.com. The Company's business philosophy includes offering direct access to senior management and other officers and providing friendly, informed and courteous service, local and timely decision making, flexible and reasonable operating procedures and consistently-applied credit policies. [TABULAR MATERIAL FOLLOWS] SUMMARY DATA COMM BANCORP, INC. FIVE QUARTER TREND (IN THOUSANDS, EXPECT PER SHARE DATA)
June 30, March 31, Dec. 31, Sept. 30, June 30, 2003 2003 2002 2002 2002 Key performance data: Per share data: Net income $ 0.60 $ 0.68 $ 0.71 $ 0.65 $ 0.62 Cash dividends declared $ 0.22 $ 0.22 $ 0.21 $ 0.21 $ 0.20 Book value $ 23.94 $ 23.70 $ 23.31 $ 23.04 $ 22.13 Tangible book value $ 23.41 $ 23.14 $ 22.71 $ 22.41 $ 21.47 Market value: High $ 37.40 $ 35.48 $ 35.50 $ 35.97 $ 38.00 Low $ 34.23 $ 33.50 $ 32.76 $ 32.01 $ 31.50 Closing $ 34.80 $ 35.00 $ 35.29 $ 34.00 $ 35.97 Market capitalization $ 66,451 $ 68,109 $ 68,631 $ 66,334 $ 70,564 Common shares outstanding 1,909,518 1,945,977 1,944,769 1,951,014 1,961,634 Selected ratios: Return on average stockholders' equity 9.96% 11.77% 12.21% 11.39% 11.61% Return on average assets 0.92% 1.11% 1.12% 1.05% 1.05% Leverage ratio 8.55% 8.77% 8.77% 8.70% 8.69% Efficiency ratio 69.71% 65.15% 66.70% 66.13% 63.80% Nonperforming assets to loans, net 0.68% 0.68% 0.79% 0.68% 0.83% Net charge-offs to average loans, net 0.20% 0.17% 0.07% 0.11% 0.37% Allowance for loan losses to loans, net 1.09% 1.13% 1.16% 1.15% 1.12% Earning assets yield (FTE) 5.97% 6.31% 6.32% 6.65% 7.00% Cost of Funds 2.61% 2.80% 2.93% 3.16% 3.35% Net interest spread (FTE) 3.36% 3.51% 3.39% 3.49% 3.65% Net interest margin (FTE) 3.78% 3.95% 3.85% 3.99% 4.19%
COMM BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
Six months ended June 30, June 30, 2003 2002 Interest income: Interest and fees on loans: Taxable $ 11,164 $ 11,453 Tax-exempt 378 345 Interest and dividends on investment securities available-for-sale: Taxable 1,088 1,965 Tax-exempt 799 1,016 Dividends 25 39 Interest on federal funds sold 114 91 Total interest income 13,568 14,909 Interest expense: Interest on deposits 5,254 6,291 Total interest expense 5,254 6,291 Net interest income 8,314 8,618 Provision for loan losses 240 740 Net interest income after provision for loan losses 8,074 7,878 Noninterest income: Service charges, fees and commissions 1,391 1,453 Net gains on sale of loans 685 357 Net gains on sale of investment securities 69 Total noninterest income 2,076 1,879 Noninterest expense: Salaries and employee benefits expense 3,469 3,271 Net occupancy and equipment expense 1,088 901 Other expenses 2,446 2,416 Total noninterest expense 7,003 6,588 Income before income taxes 3,147 3,169 Provision for income tax expense 672 629 Net income $ 2,475 $ 2,540 Other comprehensive income (loss): Unrealized gains (losses) on investment securities available-for-sale $ (24) $ 2,019 Reclassification adjustment for gains included in net income (69) Income tax expense (benefit) related to other comprehensive income (loss) (8) 663 Other comprehensive income (loss), net of income taxes (16) 1,287 Comprehensive income $ 2,459 $ 3,827 Per share data: Net income $ 1.28 $ 1.29 Cash dividends declared $ 0.44 $ 0.40 Average common shares outstanding 1,934,586 1,967,185
COMM BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, March 31, Dec. 31, Sept. 30, June 30, Three months ended 2003 2003 2002 2002 2002 Interest income: Interest and fees on loans: Taxable $ 5,612 $ 5,552 $ 5,674 $ 5,684 $ 5,686 Tax-exempt 187 191 166 177 177 Interest and dividends on investment securities available-for-sale: Taxable 430 658 712 804 942 Tax-exempt 399 400 430 439 504 Dividends 11 14 15 17 17 Interest on federal funds sold 86 28 93 164 68 Total interest income 6,725 6,843 7,090 7,285 7,394 Interest expense: Interest on deposits 2,582 2,672 2,889 3,036 3,111 Total interest expense 2,582 2,672 2,889 3,036 3,111 Net interest income 4,143 4,171 4,201 4,249 4,283 Provision for loan losses 120 120 165 195 370 Net interest income after provision for loan losses 4,023 4,051 4,036 4,054 3,913 Noninterest income: Service charges, fees and commissions 695 696 688 763 679 Net gains on sale of loans 295 390 354 208 172 Net gains on sale of investment securities 236 17 69 Total noninterest income 990 1,086 1,278 988 920 Noninterest expense: Salaries and employee benefits expense 1,773 1,696 1,775 1,721 1,690 Net occupancy and equipment expense 548 540 494 458 450 Other expenses 1,257 1,189 1,245 1,249 1,176 Total noninterest expense 3,578 3,425 3,514 3,428 3,316 Income before income taxes 1,435 1,712 1,800 1,614 1,517 Provision for income tax expense 290 382 410 344 291 Net income $ 1,145 $ 1,330 $ 1,390 $ 1,270 $ 1,226 Other comprehensive income (loss): Unrealized gains (losses) on investment securities available-for-sale $ 212 $ (236) $ (335) $ 1,561 $ 1,990 Reclassification adjustment for gains included in net income (236) (17) (69) Income tax expense (benefit) related to other comprehensive income (loss) 72 (80) (194) 525 653 Other comprehensive income (loss), net of income taxes 140 (156) (377) 1,019 1,268 Comprehensive income $ 1,285 $ 1,174 $ 1,013 $ 2,289 $ 2,494 Per share data: Net income $ 0.60 $ 0.68 $ 0.71 $ 0.65 $ 0.62 Cash dividends declared $ 0.22 $ 0.22 $ 0.21 $ 0.21 $ 0.20 Average common shares outstanding 1,923,082 1,946,217 1,949,678 1,956,741 1,961,755
COMM BANCORP, INC. DETAILS OF NET INTEREST AND NET INTEREST MARGIN (IN THOUSANDS, FULLY TAXABLE EQUIVALENT BASIS)
June 30, March 31, Dec. 31, Sept. 30, June 30, Three months ended 2003 2003 2002 2002 2002 Net interest income: Interest income Loans, net: Taxable $ 5,612 $ 5,552 $ 5,674 $ 5,684 $ 5,686 Tax-exempt 284 289 252 268 269 Total loans, net 5,896 5,841 5,926 5,952 5,955 Investments: Taxable 441 672 727 821 959 Tax-exempt 605 606 651 666 763 Total investments 1,046 1,278 1,378 1,487 1,722 Federal funds sold 86 28 93 164 68 Total interest income 7,028 7,147 7,397 7,603 7,745 Interest expense Deposits 2,582 2,672 2,889 3,036 3,111 Total interest expense 2,582 2,672 2,889 3,036 3,111 Net interest income $ 4,446 $ 4,475 $ 4,508 $ 4,567 $ 4,634 Loans, net: Taxable 7.05% 7.19% 7.24% 7.42% 7.51% Tax-exempt 5.88% 6.07% 7.77% 7.74% 7.82% Total loans, net 6.98% 7.12% 7.26% 7.44% 7.53% Investments: Taxable 2.47% 3.19% 3.57% 5.18% 5.53% Tax-exempt 7.44% 7.56% 7.44% 7.48% 7.48% Total investments 4.02% 4.40% 4.74% 6.01% 6.25% Federal funds sold 1.20% 1.28% 1.47% 1.71% 1.70% Total earning assets 5.97% 6.31% 6.32% 6.65% 7.00% Interest expense Deposits 2.61% 2.80% 2.93% 3.16% 3.35% Total interest-bearing liabilities 2.61% 2.80% 2.93% 3.16% 3.35% Net interest spread 3.36% 3.51% 3.39% 3.49% 3.65% Net interest margin 3.78% 3.95% 3.85% 3.99% 4.19%
COMM BANCORP, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, March 31, Dec. 31, Sept. 30, June 30, At period end 2003 2003 2002 2002 2002 Assets: Cash and due from banks $ 13,983 $ 12,232 $ 10,883 $ 13,004 $ 12,124 Federal funds sold 34,350 18,700 10,500 31,550 32,100 Investment securities available-for-sale 106,186 114,956 124,203 117,586 102,472 Loans held for sale, net 7,522 3,763 3,916 2,113 724 Loans, net of unearned income 336,853 327,956 323,575 317,439 315,473 Less: Allowance for loan losses 3,677 3,722 3,745 3,640 3,531 Net loans 333,176 324,234 319,830 313,799 311,942 Premises and equipment, net 12,134 11,878 11,861 11,512 10,483 Other assets 5,554 5,194 5,225 5,873 6,318 Total assets $512,905 $490,957 $486,418 $495,437 $476,163 Liabilities: Deposits: Noninterest-bearing $ 59,612 $ 52,022 $ 49,820 $ 52,537 $ 48,507 Interest-bearing 403,853 389,272 387,393 393,628 380,293 Total deposits 463,465 441,294 437,213 446,165 428,800 Other liabilities 3,722 3,541 3,872 4,327 3,944 Total liabilities 467,187 444,835 441,085 450,492 432,744 Stockholders' equity: Common stock, par value $0.33 authorized 12,000,000, issued 1,909,518; 1,945,977; 1,944,769; 1,951,014; 1,961,634 630 642 642 644 647 Capital surplus 6,478 6,536 6,484 6,456 6,442 Retained earnings 36,042 36,516 35,623 34,884 34,388 Accumulated other comprehensive income 2,568 2,428 2,584 2,961 1,942 Total stockholders' equity 45,718 46,122 45,333 44,945 43,419 Total liabilities and stockholders' equity $512,905 $490,957 $486,418 $495,437 $476,163
COMM BANCORP, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, March 31, Dec. 31, Sept. 30, June 30, Average quarterly balances 2003 2003 2002 2002 2002 Assets: Loans, net: Taxable $319,400 $313,318 $311,113 $303,869 $303,491 Tax-exempt 19,386 19,300 12,864 13,743 13,798 Total loans, net 338,786 332,618 323,977 317,612 317,289 Investments: Taxable 71,684 85,368 80,734 62,894 69,574 Tax-exempt 32,620 32,527 34,698 35,325 40,935 Total investments 104,304 117,895 115,432 98,219 110,509 Federal funds sold 28,845 8,869 25,069 38,110 16,061 Total earning assets 471,935 459,382 464,478 453,941 443,859 Other assets 28,333 26,750 27,435 26,445 23,741 Total assets $500,268 $486,132 $491,913 $480,386 $467,600 Liabilities and stockholders' equity: Deposits: Interest-bearing $396,555 $387,246 $390,727 $381,176 $372,996 Noninterest-bearing 54,214 49,721 52,293 51,183 49,149 Total deposits 450,769 436,967 443,020 432,359 422,145 Other liabilities 3,383 3,320 3,720 3,789 3,104 Total liabilities 454,152 440,287 446,740 436,148 425,249 Stockholders' equity 46,116 45,845 45,173 44,238 42,351 Total liabilities and stockholders' equity $500,268 $486,132 $491,913 $480,386 $467,600
COMM BANCORP, INC. ASSET QUALITY DATA (IN THOUSANDS)
June 30, March 31, Dec. 31, Sept. 30, June 30, At quarter end 2003 2003 2002 2002 2002 Nonperforming assets: Nonaccrual/restructured loans $1,514 $1,727 $1,992 $1,501 $1,444 Accruing loans past due 90 days or more 612 312 510 370 393 Foreclosed assets 162 202 40 292 797 Total nonperforming assets $2,288 $2,241 $2,542 $2,163 $2,634 Three months ended Allowance for loan losses: Beginning balance $3,722 $3,745 $3,640 $3,531 $3,457 Charge-offs 199 164 102 123 332 Recoveries 34 21 42 37 36 Provision for loan losses 120 120 165 195 370 Ending balance $3,677 $3,722 $3,745 $3,640 $3,531
SOURCE Comm Bancorp, Inc. /Contact: MEDIA/INVESTORS, Scott A. Seasock, 570-586-0377 or fax, 570-587-3761, of Comm Bancorp, Inc. Co: Comm Bancorp, Inc. St: Pennsylvania In: Fin - -------------------------------------------------------------------------------- Except for the historical information contained, herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties in the banking industry and overall economy. Such risks and uncertainties are detailed in the Company's Securities and Exchange Commission reports, including the Annual Report on Form 10-K and quarterly reports on Form 10-Q. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----