-----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, JmJncwtZkL8WhrvsAVcBftxitIJ6n3y64DX3Li/sI7vlnA3w/bMxIz3z+AdZAhig 2MAM8HoL0d9BKWJsPOFxew== 0000914317-02-000734.txt : 20020729 0000914317-02-000734.hdr.sgml : 20020729 20020729131006 ACCESSION NUMBER: 0000914317-02-000734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020726 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNFED FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000920945 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223297339 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24040 FILM NUMBER: 02712942 BUSINESS ADDRESS: STREET 1: 622 EAGLE ROCK AVE CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: 2016697366 MAIL ADDRESS: STREET 1: 622 EAGLE ROCK AVE CITY: WEST ORANGE STATE: NJ ZIP: 07052 8-K 1 form8k-46176_0702.txt 11 UNITED STATES 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 26, 2002 Commission file number 0-24040 PENNFED FINANCIAL SERVICES, INC. ----------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 22-3297339 - ------------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 622 Eagle Rock Avenue, West Orange, New Jersey 07052-2989 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (973) 669-7366 ---------------------------- Item 5. Other Events On July 26, 2002, PennFed Financial Services, Inc. (the Company) issued the press release attached hereto as Exhibit 99.1 announcing its fourth quarter results. The foregoing information does not purport to be complete and is qualified in its entirety by reference to the Exhibits to this Report. Item 7. Financial Statements and Exhibits (c) Exhibits Regulation Sequential Page Number S-K Exhibit Where Attached Exhibits Are Number Document Located in this Form 8-K ----------- ------------------- -------------------------- 99.1 Press Release dated 4 July 26, 2002 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PENNFED FINANCIAL SERVICES, INC. Date: July 26, 2002 By: /s/ Joseph L. LaMonica ------------------------------ Joseph L. LaMonica President and Chief Executive Officer 3 EX-99 3 exhibit99.txt Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Jeffrey J. Carfora, COO / CFO or Claire M. Chadwick, Controller 973-669-7366, ext. 202 PENNFED FINANCIAL SERVICES, INC. REPORTS A 22% ---------------------------------------------- INCREASE IN EARNINGS AND AN INCREASED DIVIDEND ---------------------------------------------- WEST ORANGE, NJ, July 26, 2002 - PennFed Financial Services, Inc. (NASDQ:PFSB), the $1.9 billion holding company for New Jersey-based Penn Federal Savings Bank, reported earnings of 50 cents per diluted share for the fourth quarter ended June 30, 2002. The current quarter earnings represent a 22% increase over the 41 cents reported for the quarter ended June 30, 2001. Cash earnings per share for the current quarter were 66 cents - 16 cents higher than reported earnings per share. Return on equity improved to 13.09% for the current quarter compared to the 11.37% reported for the three months ended June 30, 2001. Cash return on average common equity was 17.12% for the current quarter. The Company also reported that its Board of Directors approved a four cents increase in the quarterly cash dividend. PennFed stockholders of record as of August 9, 2002 will be paid a cash dividend of $0.10 per share on August 23, 2002. The level of the Company's dividend will continue to be reviewed on a quarterly basis. Joseph L. LaMonica, President and Chief Executive Officer of PennFed, commented that he "was pleased with results for the fiscal year just ended on June 30, 2002, which are reflective of the Company's progress on several fronts." The following highlights for the fiscal year were provided: o Earnings of $1.88 per diluted share for fiscal 2002 represented a 21% increase over the $1.55 reported for the prior fiscal year. - more - 4 o Cash earnings per share were $2.45 - 57 cents higher than reported earnings per share. o Return on equity for the current fiscal year was 12.59% compared to 10.95% for the prior fiscal year. o At the end of June 2002, the Company's stock closed at $27.90 - a 21% increase compared to the $23.10 stock closing price at June 30, 2001. During the last few weeks the Company's stock price has declined, reflecting an overall lack of consumer confidence in the stock markets. As of the market close on July 24, 2002, the Company's stock closed at $23.49, still reflecting over a 10% increase from a closing price of $21.28 one year earlier. o The level of dividends has been increased twice in the past 12 months - first with the November 2001 dividend payment (five cents to six cents per share) and now with the August 2002 dividend payment (six cents to 10 cents per share). o Assets grew $43 million over the fiscal year and a positive shift in balance sheet composition was noted. The net loan portfolio increased $146 million while investment / mortgage-backed securities declined $117 million. o The commercial and consumer loan portfolios grew $41 million over the year, reflecting an 18% increase. o Loan production totaled $680 million - a 63% increase over the $417 million of production in fiscal 2001. o Checking and money market accounts increased $35 million, or 26% from June 30, 2001. o At June 30, 2002, core deposits (checking, money market and savings accounts) represented over 40% of total deposits. - more - 5 o Net interest margin showed continued improvement with the Company reporting a net interest margin of 2.81% for the quarter ended June 30, 2002 - an increase from the 2.53% reported for the same period last year. o Service charge income increased by 19% in fiscal 2002 over the prior fiscal year. o Earnings of $542,000 from the Investment Services at Penn Federal program was more than double the $260,000 recorded for the previous fiscal year. Investment Services at Penn Federal offers Penn Federal customers financial consulting services and related uninsured non-deposit investment and insurance products. o Strong expense ratios were maintained (1.53% for fiscal 2002 and 1.42% for fiscal 2001). o The Company repurchased 500,000 shares of its outstanding stock at prices ranging from $19.25 to $27.14, for a total cost of $11.1 million. o Asset quality remained strong, despite an increase in residential non-performing assets. Non-performing assets represented 0.17% of total assets at June 30, 2002. o Regulatory approval was received for a 22nd branch to be located in Newark and a 23rd branch to be located in Union. "With our continued dedication to our customer base, and committed focus on gathering core deposits, we are pleased to have received regulatory approval for a branch in Union," said LaMonica. "Our Union office will be our 23rd branch and our first location in Union County." The Company previously announced that it received regulatory approval for its fourth location in the Ironbound section of Newark. The Ironbound facility will have ample parking as well as drive-thru service and an ATM. Both new branches are expected to open in late fiscal 2003. - more - 6 PennFed's Annual Meeting of Stockholders will be held at 10 a.m. on Wednesday, October 23, 2002 at the Fairfield Executive Inn in Fairfield, New Jersey. Stockholders of record on September 6, 2002 are entitled to vote at the meeting. Penn Federal Savings Bank maintains 21 New Jersey branch offices. The Bank's deposits are insured by the Federal Deposit Insurance Corporation. This release contains forward-looking statements that are subject to risk and uncertainties, including, but not limited to, changes in economic conditions in the Company's market areas, changes in policies by regulatory agencies, the impact of competitive loan products, loan demand risks, fluctuations in interest rates and operating results, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause the Company's future to differ materially from those expressed in any forward-looking statements by, or on behalf of, the Company. ### NOTE: SEE FINANCIAL TABLES 7
PennFed Financial Services, Inc. (Holding Company for Penn Federal Savings Bank) Selected Consolidated Financial Information (dollars in thousands, except per share amounts) June 30, March 31, June 30, 2002 2002 2001 ------------- -------------- ------------- Selected Financial Condition Data: Cash and cash equivalents $ 37,189 $ 33,948 $ 15,771 Investments, net and FHLB stock 209,441 204,481 360,187 Mortgage-backed securities, net 169,689 183,900 135,606 Loans held for sale 1,592 0 83 Loans receivable: One- to four-family mortgage loans 1,170,553 1,124,965 1,065,736 Commercial and multi-family real estate loans 144,585 133,504 108,625 Consumer loans 120,866 119,482 115,685 Allowance for loan losses (5,821) (5,440) (4,248) Other, net 9,485 9,200 9,611 ----------- ----------- ----------- Loans receivable, net 1,439,668 1,381,711 1,295,409 Goodwill and other intangible assets 5,043 5,521 6,983 Other assets 29,805 33,726 35,338 ----------- ----------- ----------- Total assets $ 1,892,427 $ 1,843,287 $ 1,849,377 =========== =========== =========== Deposits: Checking and money market $ 168,994 $ 156,118 $ 133,625 Savings 311,740 239,132 183,806 Certificates of deposit and accrued interest 693,773 739,976 767,904 ----------- ----------- ----------- Total deposits 1,174,507 1,135,226 1,085,335 FHLB advances 504,465 484,465 454,465 Other borrowings 23,314 41,430 127,640 Other liabilities 26,843 21,155 24,946 Preferred securities of Trust, net 44,537 44,518 44,461 Stockholders' equity 118,761 (a) 116,493 112,530 ----------- ----------- ----------- Total liabilities and stockholders' equity $ 1,892,427 $ 1,843,287 $ 1,849,377 =========== =========== =========== Book value per share (b) $ 16.73 $ 16.34 $ 15.50 Tangible book value per share (b) $ 16.02 $ 15.57 $ 14.54 Equity to assets 6.28% 6.32% 6.08% Tangible equity to tangible assets 6.03% 6.04% 5.73% Asset Quality Data: Non-performing loans $ 3,275 $ 2,639 $ 1,637 Real estate owned, net 28 191 500 ----------- ----------- ----------- Total non-performing assets $ 3,303 $ 2,830 $ 2,137 =========== =========== =========== Non-performing loans to total loans 0.23% 0.19% 0.13% Non-performing assets to total assets 0.17% 0.15% 0.12% Allowance for loan losses to non-performing loans 177.74% 206.14% 259.50% Allowance for loan losses to total gross loans 0.40% 0.39% 0.33% Regulatory Capital Ratios (of the Bank): Tangible capital ratio (requirement - 1.50%) 8.37% 8.41% 7.87% Core capital ratio (requirement - 4.00%) 8.37% 8.41% 7.87% Risk-based capital ratio (requirement - 8.00%) 15.93% 16.06% 15.69%
(a) Common shares outstanding as of June 30, 2002 totaled 7,347,552 shares. (b) In accordance with SOP 93-6, the calculation of book value per share only includes ESOP shares to the extent that they are released or committed to be released during the fiscal year. Based upon the inclusion of all shares issued to the ESOP, at June 30, 2002 book value per share and tangible book value per share would be $16.16 and $15.48, respectively. 8
PennFed Financial Services, Inc. (Holding Company for Penn Federal Savings Bank) Selected Consolidated Financial Information (dollars in thousands, except per share amounts) For the three months ended For the year ended June 30, June 30, -------------------------- -------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ---------- Selected Operating Data: Interest and dividend income $ 30,083 $ 30,245 $ 121,339 $ 120,358 Interest expense 17,338 19,359 72,862 79,584 ---------- ---------- ---------- ---------- Net interest and dividend income 12,745 10,886 48,477 40,774 Provision for loan losses 400 175 1,625 625 ---------- ---------- ---------- ---------- Net interest and dividend income after provision for loan losses 12,345 10,711 46,852 40,149 Non-interest income: Service charges 787 684 2,961 2,495 Net gain (loss) from real estate operations 145 72 87 65 Net gain on sales of loans 85 18 194 666 Other 298 173 975 588 ---------- ---------- ---------- ---------- Total non-interest income 1,315 947 4,217 3,814 Non-interest expenses: Compensation & employee benefits 3,579 2,870 13,203 11,283 Net occupancy expense 400 406 1,603 1,659 Equipment 669 483 2,318 1,877 Advertising 123 150 484 475 Amortization of intangibles 478 497 1,940 2,014 Federal deposit insurance premium 49 52 203 217 Preferred securities expense 1,092 1,092 4,368 3,452 Other 1,259 1,069 4,331 3,665 ---------- ---------- ---------- ---------- Total non-interest expenses 7,649 6,619 28,450 24,642 ---------- ---------- ---------- ---------- Income before income taxes 6,011 5,039 22,619 19,321 Income tax expense 2,156 1,774 8,036 6,808 ---------- ---------- ---------- ---------- Net income $ 3,855 $ 3,265 $ 14,583 $ 12,513 ========== ========== ========== ========== Weighted avg. no. of diluted common shares (c) 7,690,323 8,032,256 7,768,422 8,098,603 Diluted earnings per common share (c) $ 0.50 $ 0.41 $ 1.88 $ 1.55 Diluted cash earnings per common share (c) (d) $ 0.66 $ 0.53 $ 2.45 $ 2.00 Return on average common equity 13.09% 11.37% 12.59% 10.95% Cash return on average common equity (d) 17.12% 14.93% 16.41% 14.19% Return on average assets 0.83% 0.73% 0.79% 0.72% Average earning assets $1,818,033 $1,725,152 $1,805,534 $1,680,076 Yield on average interest-earning assets 6.62% 7.01% 6.72% 7.16% Cost of average interest-bearing liabilities 4.10% 4.84% 4.35% 5.10% ---------- ---------- ---------- ---------- Net interest rate spread 2.52% 2.17% 2.37% 2.06% ========== ========== ========== ========== Net interest margin 2.81% 2.53% 2.68% 2.43% Non-interest exp. as a % of avg. assets 1.64% 1.49% 1.53% 1.42% Efficiency ratio 51.53% (e) 52.05% (e) 50.39% (e) 50.82% (e) Loan originations and purchases: One- to four-family mortgage loans $ 132,525 $ 135,467 $ 529,311 $ 305,926 Commercial and multi-family real estate loans 17,063 11,300 64,131 40,020 Consumer loans 20,634 21,074 86,370 70,626 ---------- ---------- ---------- ---------- Total loan originations and purchases $ 170,222 $ 167,841 $ 679,812 $ 416,572 ========== ========== ========== ==========
(c) In accordance with SOP 93-6, the calculation of EPS only includes ESOP shares to the extent that they are released or committed to be released during the fiscal year. (d) Cash earnings are reported earnings excluding the non-cash expenses associated with the amortization of intangibles and employee stock plans. (e) The efficiency ratio includes the benefit from the net gain on sales of loans. Excluding the net gain on sales of loans, the efficiency ratio would have been 51.85%, 52.13%, 50.58% and 51.59%, respectively. 9
PennFed Financial Services, Inc. (Holding Company for Penn Federal Savings Bank) Selected Consolidated Financial Information (dollars in thousands, except per share amounts) For the three months ended ----------------------------------------------------------------------------- Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30, 2002 2002 2001 2001 2001 ------------ ------------ ----------- ----------- ------------ Selected Operating Data: Interest and dividend income $ 30,083 $ 28,992 $ 30,330 $ 31,934 $ 30,245 Interest expense 17,338 17,145 18,600 19,779 19,359 ----------- ----------- ----------- ----------- ----------- Net interest and dividend income 12,745 11,847 11,730 12,155 10,886 Provision for loan losses 400 300 375 550 175 ----------- ----------- ----------- ----------- ----------- Net interest and dividend income after provision for loan losses 12,345 11,547 11,355 11,605 10,711 Non-interest income: Service charges 787 765 762 647 684 Net gain (loss) from real estate operations 145 (12) (7) (39) 72 Net gain on sales of loans 85 22 45 42 18 Other 298 273 209 195 173 ----------- ----------- ----------- ----------- ----------- Total non-interest income 1,315 1,048 1,009 845 947 Non-interest expenses: Compensation & employee benefits 3,579 3,209 3,180 3,235 2,870 Net occupancy expense 400 409 388 406 406 Equipment 669 617 531 501 483 Advertising 123 121 120 120 150 Amortization of intangibles 478 483 487 492 497 Federal deposit insurance premium 49 52 50 52 52 Preferred securities expense 1,092 1,092 1,092 1,092 1,092 Other 1,259 1,044 996 1,032 1,069 ----------- ----------- ----------- ----------- ----------- Total non-interest expenses 7,649 7,027 6,844 6,930 6,619 ----------- ----------- ----------- ----------- ----------- Income before income taxes 6,011 5,568 5,520 5,520 5,039 Income tax expense 2,156 1,964 1,949 1,967 1,774 ----------- ----------- ----------- ----------- ----------- Net income $ 3,855 $ 3,604 $ 3,571 $ 3,553 $ 3,265 =========== =========== =========== =========== =========== Weighted avg. no. of diluted common shares (f) 7,690,323 7,702,997 7,779,361 7,873,741 8,032,256 Diluted earnings per common share (f) $ 0.50 $ 0.47 $ 0.46 $ 0.45 $ 0.41 Diluted cash earnings per common share (f) (g) $ 0.66 $ 0.62 $ 0.59 $ 0.59 $ 0.53 Return on average common equity 13.09% 12.46% 12.33% 12.46% 11.37% Cash return on average common equity (g) 17.12% 16.39% 15.94% 16.18% 14.93% Return on average assets 0.83% 0.79% 0.78% 0.75% 0.73% Average earning assets $ 1,818,033 $ 1,775,002 $ 1,797,451 $ 1,831,649 $ 1,725,152 Yield on average interest-earning assets 6.62% 6.55% 6.73% 6.95% 7.01% Cost of average interest-bearing liabilities 4.10% 4.20% 4.42% 4.59% 4.84% ----------- ----------- ----------- ----------- ----------- Net interest rate spread 2.52% 2.35% 2.31% 2.36% 2.17% =========== =========== =========== =========== =========== Net interest margin 2.81% 2.65% 2.64% 2.69% 2.53% Non-interest exp. as a % of avg. assets 1.64% 1.54% 1.49% 1.47% 1.49% Efficiency ratio 51.53% (h) 50.70% (h) 49.87% (h) 49.37% (h) 52.05% (h) Loan originations and purchases: One- to four-family mortgage loans $ 132,525 $ 139,413 $ 102,898 $ 154,475 $ 135,467 Commercial and multi-family real estate loans 17,063 19,782 12,007 15,279 11,300 Consumer loans 20,634 27,712 18,194 19,830 21,074 ----------- ----------- ----------- ----------- ----------- Total loan originations and purchases $ 170,222 $ 186,907 $ 133,099 $ 189,584 $ 167,841 =========== =========== =========== =========== ===========
(f) In accordance with SOP 93-6, the calculation of EPS only includes ESOP shares to the extent that they are released or committed to be released during the fiscal year. (g) Cash earnings are reported earnings excluding the non-cash expenses associated with the amortization of intangibles and employee stock plans. (h) The efficiency ratio includes the benefit from the net gain on sales of loans. Excluding the net gain on sales of loans, the efficiency ratio would have been 51.85%, 50.79%, 50.05%, 49.53% and 52.13%, respectively. 10 -----END PRIVACY-ENHANCED MESSAGE-----