-----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, SIHJYRJdLDeI95Gkmq/8sFT9/XSQSe1BlgrHjR9oblnltvBvyFG5SUdTm3kOJtzb JERTHvAUXdq7pz7wu7mICA== 0000893220-04-000859.txt : 20040430 0000893220-04-000859.hdr.sgml : 20040430 20040430114816 ACCESSION NUMBER: 0000893220-04-000859 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040430 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: 04768284 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 w96834e8vk.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): April 29, 2004 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 April 29, 2004. 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: April 29, 2004 By:/s/ Scott A. Seasock ---------------------------- Scott A. Seasock Executive Vice President and Chief Financial Officer (Principal Financial Officer) 4 EX-99.(I) 3 w96834exv99wxiy.txt PRESS RELEASE, DATED APRIL 29, 2004 EXHIBIT 99(i) NEWS RELEASE TO BUSINESS EDITOR: COMM BANCORP, INC. REPORTS FIRST QUARTER 2004 EARNINGS Clarks Summit, PA, April 29/PR Newswire/-Comm Bancorp, Inc. (Nasdaq: CCBP) today reported first quarter 2004 earnings of $1,180,000 or $0.62 per share. Comparable earnings for the first quarter of 2003 were $1,330,000 or $0.68 per share. For the three months ended March 31, 2004, return on average assets and return on average equity were 0.94% and 10.03%. Return on average assets and return on average equity for the same period of 2003 were 1.11% and 11.77%. "Margin compression, due to the sustained low interest rate environment, experienced throughout 2003 appears to be stabilizing," commented William F. Farber, Sr., President and Chief Executive Officer. "Our tax-equivalent net interest margin rose for the first time in four quarters. In addition, we were effective in controlling our expenses," continued Farber. "For the first quarter of 2004, noninterest expense decreased 3.1% and 3.0% in comparison to the previous two quarters. For the remainder of 2004 we will continue to focus on opportunities to improve operating efficiency, control costs and further develop sources of noninterest revenue," concluded Farber. HIGHLIGHTS - - Net interest margin improved 10 basis points in first quarter of 2004. - - Average loans grew approximately 11% comparing the first quarters of 2004 and 2003. - - Asset quality improved 25% from year-end 2003. INCOME STATEMENT REVIEW Tax-equivalent net interest income for the quarter ended March 31, 2004, totaled $4,519 thousand, an increase of $44 thousand compared to $4,475 thousand for the same quarter of 2003. For the three months ended March 31, 2004, average earning assets grew $15.1 million compared to the same three months of the previous year, while average interest-bearing liabilities rose $6.4 million. The growth in earning assets over that of interest-bearing liabilities more than offset the reduction in tax-equivalent net interest income due to a 7 basis point decrease in the net interest spread. For the first quarter, the cost of funds declined 51 basis points to 2.29% in 2004 from 2.80% in 2003, however the tax-equivalent yield on earning assets fell 58 basis points to 5.73% from 6.31%. The net interest margin compressed 12 basis points to 3.83% for the first quarter of 2004 compared to 3.95% for the same quarter of 2003. However, the net interest margin improved 10 basis points in comparison to 3.73% for the fourth quarter of 2003. The provision for loan losses totaled $150 thousand for the three months ended March 31, 2004, compared to $120 thousand for the same period of 2003. Noninterest income totaled $922 thousand for the first quarter of 2004, compared to $1,086 thousand for the same quarter last year. The reduction in noninterest revenue resulted from a $194 thousand or 49.7% decrease in net gains on the sale of residential mortgage loans. Service charges, fees and commissions rose $30 thousand or 4.3% in comparing the first quarters of 2004 and 2003. For the three months ended March 31, 2004, noninterest expense amounted to $3,627 thousand, an increase of $202 thousand or 5.9% from $3,425 thousand for the same three months of 2003. Accounting for approximately 61.4% of the change was an increase in occupancy and equipment expenses of $124 thousand or 23.0% due primarily to additional expenses related to our new Tannersville, Pennsylvania community banking office and the loan operations center. Salaries and employee benefits expense rose 1.8% and other expenses increased 4.0%. BALANCE SHEET REVIEW Total assets averaged $502.8 million for the quarter ended March 31, 2004, an increase of $16.7 million or 3.4% compared to $486.1 million for the same quarter of 2003. Average earning assets approximated 94.4% and 94.5% of average total assets for the first quarters of 2004 and 2003, respectively. However, the composition of average earning assets changed from one year ago. Average loans, net of unearned income, grew $35.5 million or 10.7% to $368.1 million and comprised approximately 77.6% of earning assets for the first quarter of 2004. Average investments and federal funds sold decreased $20.4 million to $106.4 million and comprised approximately 22.4% of earning assets for the three months ended March 31, 2004. In comparison, for the same period of 2003, average loans, net of unearned income, represented approximately 72.4% of earning assets, while average investments and federal funds sold represented approximately 27.6% of earning assets. Total average deposits grew $15.4 million or 3.5% to $452.4 million for the three months ended March 31, 2004, from $437.0 million for the same three months last year. Stockholders' equity equaled $47.7 million or $25.01 per share at March 31, 2004, compared to $46.5 million or $24.41 per share at December 31, 2003, and $46.1 million or $23.70 per share at March 31, 2003. Common stock repurchases totaled $34 thousand for the first quarter of 2004. Dividends declared were $0.22 per share for the first quarters of 2004 and 2003. Our common stock closed at a price of $40.87 per share and traded at 163.4% of book and 16.4 times trailing twelve months earnings per share at March 31, 2004. Nonperforming assets as a percentage of loans, improved to 0.49% at March 31, 2004, compared to 0.67% at December 31, 2003 and 0.68% at March 31, 2003. Nonperforming assets equaled $1.8 million at the end of the first quarter of 2004, a decrease of $606 thousand or 25.2% from year-end 2003. The reduction primarily resulted from a $449 thousand improvement in the amount of loans past due 90 days or more and still accruing. The allowance for loan losses was $3.7 million and covered approximately 202.8% of nonperforming assets at March 31, 2004. In comparison, the allowance for loan losses was $3.7 million and covered 166.1% at March 31, 2003. At the end of the first quarter of 2004, the allowance for loan losses equaled 1.00% of loans, net of unearned income, compared to 1.13% one year earlier. Comm Bancorp, Inc. serves five Pennsylvania counties through Community Bank and Trust Company's 17 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, EXCEPT PER SHARE DATA)
March 31, Dec. 31, Sept. 30, June 30, March 31, 2004 2003 2003 2003 2003 Key performance data: Per share data: Net income $ 0.62 $ 0.56 $ 0.61 $ 0.60 $ 0.68 Cash dividends declared $ 0.22 $ 0.22 $ 0.22 $ 0.22 $ 0.22 Book value $ 25.01 $ 24.41 $ 24.16 $ 23.94 $ 23.70 Tangible book value $ 24.57 $ 23.95 $ 23.66 $ 23.41 $ 23.14 Market value: High $ 40.87 $ 38.85 $ 36.67 $ 37.40 $ 35.48 Low $ 38.06 $ 35.97 $ 34.25 $ 34.23 $ 33.50 Closing $ 40.87 $ 37.75 $ 35.75 $ 34.80 $ 35.00 Market capitalization $ 77,954 $ 71,971 $ 68,099 $ 66,451 $ 68,109 Common shares outstanding 1,907,377 1,906,528 1,904,869 1,909,518 1,945,977 Selected ratios: Return on average stockholders' equity 10.03% 9.14% 10.10% 9.96% 11.77% Return on average assets 0.94% 0.83% 0.89% 0.92% 1.11% Leverage ratio 8.83% 8.66% 8.56% 8.55% 8.77% Efficiency ratio 70.67% 72.28% 70.51% 69.71% 65.15% Nonperforming assets to loans, net 0.49% 0.67% 0.74% 0.68% 0.68% Net charge-offs to average loans, net 0.09% 0.29% 0.08% 0.20% 0.17% Allowance for loan losses to loans, net 1.00% 1.00% 1.06% 1.09% 1.13% Earning assets yield (FTE) 5.73% 5.64% 5.69% 5.97% 6.31% Cost of funds 2.29% 2.30% 2.36% 2.61% 2.80% Net interest spread (FTE) 3.44% 3.34% 3.33% 3.36% 3.51% Net interest margin (FTE) 3.83% 3.73% 3.74% 3.78% 3.95%
CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three months ended March 31, March 31, 2004 2003 Interest income: Interest and fees on loans: Taxable $ 5,289 $ 5,552 Tax-exempt 205 191 Interest and dividends on investment securities available-for-sale: Taxable 535 658 Tax-exempt 393 400 Dividends 10 14 Interest on federal funds sold 16 28 Total interest income 6,448 6,843 Interest expense: Interest on deposits 2,238 2,672 Interest on borrowed funds Total interest expense 2,238 2,672 Net interest income 4,210 4,171 Provision for loan losses 150 120 Net interest income after provision for loan losses 4,060 4,051 Noninterest income: Service charges, fees and commissions 726 696 Net gains on sale of loans 196 390 Net gains on sale of investment securities Total noninterest income 922 1,086 Noninterest expense: Salaries and employee benefits expense 1,726 1,696 Net occupancy and equipment expense 664 540 Other expenses 1,237 1,189 Total noninterest expense 3,627 3,425 Income before income taxes 1,355 1,712 Provision for income tax expense 175 382 Net income $ 1,180 $ 1,330 Other comprehensive income (loss): Unrealized gains (losses) on investment securities available-for-sale $ 550 $ (236) Reclassification adjustment for gains included in net income Income tax expense (benefit) related to other comprehensive income (loss) 187 (80) Other comprehensive income (loss), net of income taxes 363 (156) Comprehensive income $ 1,543 $ 1,174 Per share data: Net income $ 0.62 $ 0.68 Cash dividends declared $ 0.22 $ 0.22 Average common shares outstanding 1,907,573 1,946,217
CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three months ended March 31, Dec. 31, Sept. 30, June 30, March 31, 2004 2003 2003 2003 2003 Interest income: Interest and fees on loans: Taxable $ 5,289 $ 5,447 $ 5,617 $ 5,612 $ 5,552 Tax-exempt 205 203 199 187 191 Interest and dividends on investment securities available-for-sale: Taxable 535 509 397 430 658 Tax-exempt 393 393 394 399 400 Dividends 10 6 9 11 14 Interest on federal funds sold 16 17 49 86 28 Total interest income 6,448 6,575 6,665 6,725 6,843 Interest expense: Interest on deposits 2,238 2,323 2,392 2,582 2,672 Interest on borrowed funds 3 Total interest expense 2,238 2,326 2,392 2,582 2,672 Net interest income 4,210 4,249 4,273 4,143 4,171 Provision for loan losses 150 120 120 120 120 Net interest income after provision for loan losses 4,060 4,129 4,153 4,023 4,051 Noninterest income: Service charges, fees and commissions 726 716 702 695 696 Net gains on sale of loans 196 199 328 295 390 Net gains on sale of investment securities 13 Total noninterest income 922 928 1,030 990 1,086 Noninterest expense: Salaries and employee benefits expense 1,726 1,849 1,859 1,773 1,696 Net occupancy and equipment expense 664 604 558 548 540 Other expenses 1,237 1,289 1,322 1,257 1,189 Total noninterest expense 3,627 3,742 3,739 3,578 3,425 Income before income taxes 1,355 1,315 1,444 1,435 1,712 Provision for income tax expense 175 245 289 290 382 Net income $ 1,180 $ 1,070 $ 1,155 $ 1,145 $ 1,330 Other comprehensive income (loss): Unrealized gains (losses) on investment securities available-for-sale $ 550 $ (268) $ (408) $ 212 $ (236) Reclassification adjustment for gains included in net income (13) Income tax expense (benefit) related to other comprehensive income (loss) 187 (95) (139) 72 (80) Other comprehensive income (loss), net of income taxes 363 (186) (269) 140 (156) Comprehensive income $ 1,543 $ 884 $ 886 $ 1,285 $ 1,174 Per share data: Net income $ 0.62 $ 0.56 $ 0.61 $ 0.60 $ 0.68 Cash dividends declared $ 0.22 $ 0.22 $ 0.22 $ 0.22 $ 0.22 Average common shares outstanding 1,907,573 1,906,528 1,908,995 1,923,082 1,946,217
COMM BANCORP, INC. DETAILS OF NET INTEREST AND NET INTEREST MARGIN (IN THOUSANDS, FULLY TAXABLE EQUIVALENT BASIS)
March 31, Dec. 31, Sept. 30, June 30, March 31, 2004 2003 2003 2003 2003 Three months ended Net interest income: Interest income Loans, net: Taxable $5,289 $5,447 $5,617 $5,612 $5,552 Tax-exempt 311 306 302 284 289 Total loans, net 5,600 5,753 5,919 5,896 5,841 Investments: Taxable 545 515 406 441 672 Tax-exempt 596 596 596 605 606 Total investments 1,141 1,111 1,002 1,046 1,278 Federal funds sold 16 17 49 86 28 Total interest income 6,757 6,881 6,970 7,028 7,147 Interest expense Deposits 2,238 2,323 2,392 2,582 2,672 Borrowed funds 3 Total interest expense 2,238 2,326 2,392 2,582 2,672 Net interest income $4,519 $4,555 $4,578 $4,446 $4,475 Loans, net: Taxable 6.27% 6.48% 6.70% 7.05% 7.19% Tax-exempt 4.31% 4.87% 5.06% 5.88% 6.07% Total loans, net 6.12% 6.37% 6.59% 6.98% 7.12% Investments: Taxable 3.23% 2.35% 2.06% 2.47% 3.19% Tax-exempt 7.48% 7.41% 7.41% 7.44% 7.56% Total investments 4.59% 3.71% 3.62% 4.02% 4.40% Federal funds sold 1.00% 0.94% 1.00% 1.20% 1.28% Total earning assets 5.73% 5.64% 5.69% 5.97% 6.31% Interest expense Deposits 2.29% 2.30% 2.36% 2.61% 2.80% Borrowed funds 1.13% Total interest-bearing liabilities 2.29% 2.30% 2.36% 2.61% 2.80% Net interest spread 3.44% 3.34% 3.33% 3.36% 3.51% Net interest margin 3.83% 3.73% 3.74% 3.78% 3.95%
COMM BANCORP, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)
March 31, Dec. 31, Sept. 30, June 30, March 31, At period end 2004 2003 2003 2003 2003 Assets: Cash and due from banks $ 9,121 $ 17,099 $ 12,611 $ 13,983 $ 12,232 Federal funds sold 9,750 11,500 22,600 34,350 18,700 Investment securities available-for-sale 101,982 105,248 116,121 106,186 114,956 Loans held for sale, net 4,062 3,205 5,677 7,522 3,763 Loans, net of unearned income 365,280 357,940 352,593 336,853 327,956 Less: Allowance for loan losses 3,652 3,584 3,723 3,677 3,722 Net loans 361,628 354,356 348,870 333,176 324,234 Premises and equipment, net 12,361 12,484 12,129 12,134 11,878 Other assets 5,726 5,560 5,136 5,554 5,194 Total assets $ 504,630 $ 509,452 $ 523,144 $ 512,905 $ 490,957 Liabilities: Deposits: Noninterest-bearing $ 58,296 $ 59,119 $ 62,918 $ 59,612 $ 52,022 Interest-bearing 395,071 400,347 410,552 403,853 389,272 Total deposits 453,367 459,466 473,470 463,465 441,294 Other liabilities 3,569 3,445 3,657 3,722 3,541 Total liabilities 456,936 462,911 477,127 467,187 444,835 Stockholders' equity: Common stock, par value $0.33 authorized 12,000,000, issued 1,907,377; 1,906,528; 1,904,869; 1,909,518; 1,945,977 629 629 629 630 642 Capital surplus 6,637 6,576 6,517 6,478 6,536 Retained earnings 37,952 37,223 36,572 36,042 36,516 Accumulated other comprehensive income 2,476 2,113 2,299 2,568 2,428 Total stockholders' equity 47,694 46,541 46,017 45,718 46,122 Total liabilities and stockholders' equity $ 504,630 $ 509,452 $ 523,144 $ 512,905 $ 490,957
COMM BANCORP, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)
March 31, Dec. 31, Sept. 30, June 30, March 31, Average quarterly balances 2004 2003 2003 2003 2003 Assets: Loans, net: Taxable $339,100 $333,352 $332,444 $319,400 $313,318 Tax-exempt 29,008 24,948 23,696 19,386 19,300 Total loans, net 368,108 358,300 356,140 338,786 332,618 Investments: Taxable 67,907 86,989 78,049 71,684 85,368 Tax-exempt 32,030 31,917 31,906 32,620 32,527 Total investments 99,937 118,906 109,955 104,304 117,895 Federal funds sold 6,463 7,202 19,529 28,845 8,869 Total earning assets 474,508 484,408 485,624 471,935 459,382 Other assets 28,304 28,030 26,594 28,333 26,750 Total assets $502,812 $512,438 $512,218 $500,268 $486,132 Liabilities and stockholders' equity: Deposits: Interest-bearing $393,627 $399,985 $402,796 $396,555 $387,246 Noninterest-bearing 58,812 61,791 61,066 54,214 49,721 Total deposits 452,439 461,776 463,862 450,769 436,967 Borrowed Funds 1 1,051 Other liabilities 3,038 3,142 2,986 3,383 3,320 Total liabilities 455,478 465,969 466,848 454,152 440,287 Stockholders' equity 47,334 46,469 45,370 46,116 45,845 Total liabilities and stockholders' equity $502,812 $512,438 $512,218 $500,268 $486,132
COMM BANCORP, INC. ASSET QUALITY DATA (IN THOUSANDS)
March 31, Dec. 31, Sept. 30, June 30, March 31, At quarter end 2004 2003 2003 2003 2003 Nonperforming assets: Nonaccrual/restructured loans $1,368 $1,446 $1,374 $1,514 $1,727 Accruing loans past due 90 days or more 251 700 1,094 612 312 Foreclosed assets 182 261 126 162 202 Total nonperforming assets $1,801 $2,407 $2,594 $2,288 $2,241 Three months ended Allowance for loan losses: Beginning balance $3,584 $3,723 $3,677 $3,722 $3,745 Charge-offs 128 303 87 199 164 Recoveries 46 44 13 34 21 Provision for loan losses 150 120 120 120 120 Ending balance $3,652 $3,584 $3,723 $3,677 $3,722
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-----