-----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, N8WsazpHJFFwBfNGWb6q39K3xYpbZ5Bxrl+YunFwmucpcqkjjY/L0E/8WZXyFol8 fnnFtpXOdLbwUrr4zSw0+A== 0000914317-03-001419.txt : 20030502 0000914317-03-001419.hdr.sgml : 20030502 20030502100024 ACCESSION NUMBER: 0000914317-03-001419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030502 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: 03678221 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-51838_pennfed.txt 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) - April 30, 2003 -------------- 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 7. Financial Statements and Exhibits (c) Exhibits Regulation S-K Exhibit Number Document ----------- ------------------- 99.1 Press Release dated April 30, 2003 Item 9. Regulation FD Disclosure (provided under Item 12) On April 30, 2003, PennFed Financial Services, Inc. (the Company) issued the press release attached hereto as Exhibit 99.1 announcing its third quarter results. 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: May 2, 2003 By: /s/ Joseph L. LaMonica --------------------------- Joseph L. LaMonica President and Chief Executive Officer EX-99.1 3 exhibit99-1.txt Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Claire M. Chadwick, CFO 973-669-7366, ext. 267 PENNFED FINANCIAL SERVICES, INC. REPORTS ---------------------------------------- THIRD QUARTER EARNINGS ---------------------- WEST ORANGE, NJ, April 30, 2003 - PennFed Financial Services, Inc. (NASDQ:PFSB), the $1.8 billion holding company for New Jersey-based Penn Federal Savings Bank, reported earnings of 48 cents per diluted share for the third fiscal quarter ended March 31, 2003 compared to 47 cents per diluted share for the comparable prior year quarter. For the nine months ended March 31, 2003, PennFed reported earnings of $1.49 per diluted share, compared to $1.38 per share for the comparable nine month period of fiscal 2002. Return on equity for the current nine months was 12.51%. Total assets at March 31, 2003 of $1.829 billion were down slightly from $1.892 billion at June 30, 2002. For the current nine months, one- to four-family mortgage loan production was strong at $416 million. The balance in this portfolio declined during the period due to the sale of $108 million of conforming, fixed rate, one- to four-family mortgage loans into the secondary market as well as the effects of accelerated prepayments on loans. "As with others in the thrift industry, PennFed has been affected by the lower market rates and the effects of prepayments. The Company has experienced a decline in the one- to four-family mortgage loan portfolio as well as net interest margin compression," stated President and Chief Executive Officer Joseph L. LaMonica. In light of the current low interest rate environment, the Company continues to sell its conforming, fixed rate one- to four-family loan production as a means of managing interest -more- PennFed 3Q-2003 Page 2 rate risk and long-term profitability. For the nine months ended March 31, 2003, as part of its mortgage banking activities, PennFed sold approximately $108 million of conforming, fixed rate one- to four-family production, recording $909,000 of gains. Additionally, during the current quarter, the Company recognized a $200,000 gain on a commitment to sell approximately $6.2 million of one- to four-family loans to a financial institution. Since June 30, 2002, the Company's commercial and multi-family real estate loan portfolio grew 13%, despite accelerated prepayments. At March 31, 2003, total deposits showed a decline from the June 30, 2002 balances, primarily reflecting the Company's reduced reliance on certificates of deposit. While certificates of deposit have decreased $107 million since June 30, 2002, lower costing core deposits, which include checking, money market and savings accounts, have increased $39 million, or 8.1%, since June 30, 2002. For the current year periods, continued growth in service charges and other non-interest income can be attributed to loan activity and core deposit activity, as well as earnings from the Investment Services at Penn Federal program. Service charges and other non-interest income totaled $1.3 million and $3.6 million for the current three and nine months ended March 31, 2003, respectively, compared to $765,000 and $2.2 million, respectively, for the comparable prior year periods. The Company's commitment to strong asset quality continues to be evident as PennFed's non-performing assets totaled only $1.8 million, or just 0.10% of total assets at March 31, 2003. The Company's non-interest expense ratio was 1.55% for the three months ended March 31, 2003. Occupancy expenses for the quarter ended March 2003 include increased expenses attributable to harsh winter weather. -more- PennFed 3Q-2003 Page 3 PennFed continues to employ stock repurchases as a means of utilizing capital. During the quarter, the Company repurchased 200,000 shares for a total cost of $5.4 million. PennFed stockholders of record as of May 9, 2003 will be paid a cash dividend of $0.10 per share on May 23, 2003. The Company's dividend policy will continue to be reviewed on a regular basis. The Company intends to announce shortly the redemption of the $34.5 million of 8.90% trust preferred securities issued by PennFed Capital Trust I. The redemption is expected to occur during the June 2003 quarter. The redemption is expected to be funded by new financing at a significantly lower rate of interest. As a result of the redemption, the Company expects to recognize a non-recurring expense of approximately $1.5 million, or $0.13 per share, associated with the unamortized issuance costs related to the trust preferred securities. The Company anticipates that this additional expense would be largely offset in the next fiscal year by the savings realized due to the reduced interest costs on the borrowing. Penn Federal Savings Bank, headquartered in New Jersey, maintains 21 branch offices in Bayville, Brick, Caldwell, East Newark, Fairfield, Farmingdale, Harrison, Livingston, Marlboro, Montclair (2), Newark (3), Old Bridge, Roseland, Sayreville, Toms River, Upper Montclair, Verona and West Orange. The Bank's deposits are insured by the Federal Deposit Insurance Corporation. This release contains forward-looking statements that are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties, including, among other things, changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates and demand for loans in the Company's market area, the relationship of short-term interest rates to long-term interest rates, competition and terrorist acts that could cause actual results to differ materially from historical earnings and -more- PennFed 3Q-2003 Page 4 those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above, as well as other factors, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. ### NOTE: SEE FINANCIAL TABLES
PennFed Financial Services, Inc. (Holding Company for Penn Federal Savings Bank) Selected Consolidated Financial Information (dollars in thousands, except per share amounts) March 31, December 31, June 30, March 31, 2003 2002 2002 2002 ----------- ----------- ----------- ----------- Selected Financial Condition Data: Cash and cash equivalents $ 90,714 $ 60,470 $ 37,189 $ 33,948 Investments, net and FHLB stock 286,057 229,502 209,441 204,481 Mortgage-backed securities, net 106,017 130,140 169,689 183,900 Loans held for sale 14,443 9,660 1,592 0 Loans receivable: One- to four-family mortgage loans 1,021,697 1,097,251 1,170,553 1,124,965 Commercial and multi-family real estate loans 162,911 159,445 144,585 133,504 Consumer loans 110,014 113,343 120,866 119,482 Allowance for loan losses (6,314) (6,226) (5,821) (5,440) Other, net 6,887 7,671 9,485 9,200 ----------- ----------- ----------- ----------- Loans receivable, net 1,295,195 1,371,484 1,439,668 1,381,711 Goodwill and other intangible assets 3,636 4,100 5,043 5,521 Other assets 32,841 32,541 29,805 33,726 ----------- ----------- ----------- ----------- Total assets $ 1,828,903 $ 1,837,897 $ 1,892,427 $ 1,843,287 =========== =========== =========== =========== Deposits: Checking and money market $ 172,340 $ 174,945 $ 168,994 $ 156,118 Savings 347,204 340,278 311,740 239,132 Certificates of deposit and accrued interest 586,492 611,209 693,773 739,976 ----------- ----------- ----------- ----------- Total deposits 1,106,036 1,126,432 1,174,507 1,135,226 FHLB advances 504,465 504,465 504,465 484,465 Other borrowings 26,456 24,651 23,314 41,430 Other liabilities 28,994 17,773 26,843 21,155 Preferred securities of Trust, net 44,594 44,574 44,537 44,518 Stockholders' equity 118,358 (a) 120,002 118,761 116,493 ----------- ----------- ----------- ----------- Total liabilities and stockholders' equity $ 1,828,903 $ 1,837,897 $ 1,892,427 $ 1,843,287 =========== =========== =========== =========== Book value per share (b) $ 17.36 $ 17.27 $ 16.73 $ 16.34 Tangible book value per share (b) $ 16.82 $ 16.68 $ 16.02 $ 15.57 Equity to assets 6.47% 6.53% 6.28% 6.32% Tangible equity to tangible assets 6.29% 6.32% 6.03% 6.04% Asset Quality Data: Non-performing loans $ 1,752 $ 1,678 $ 3,275 $ 2,639 Real estate owned, net 28 28 28 191 ----------- ----------- ----------- ----------- Total non-performing assets $ 1,780 $ 1,706 $ 3,303 $ 2,830 =========== =========== =========== =========== Non-performing loans to total loans 0.13% 0.12% 0.23% 0.19% Non-performing assets to total assets 0.10% 0.09% 0.17% 0.15% Allowance for loan losses to non-performing loans 360.39% 371.04% 177.74% 206.14% Allowance for loan losses to total gross loans 0.48% 0.45% 0.40% 0.39% Regulatory Capital Ratios (of the Bank): Tangible capital ratio (requirement - 1.50%) 8.94% 8.86% 8.37% 8.41% Core capital ratio (requirement - 4.00%) 8.94% 8.86% 8.37% 8.41% Risk-based capital ratio (requirement - 8.00%) 17.29% 16.83% 15.93% 16.06%
(a) Common shares outstanding as of March 31, 2003 totaled 6,978,668 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 March 31, 2003 book value per share and tangible book value per share would be $16.96 and $16.44, respectively.
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 nine months ended March 31, March 31, ------------------------------- ---------------------------- 2003 2002 2003 2002 -------------- ------------- ----------- ----------- Selected Operating Data: Interest and dividend income $ 25,576 $ 28,992 $ 81,938 $ 91,256 Interest expense 14,787 17,145 48,408 55,524 ----------- ----------- ----------- ----------- Net interest and dividend income 10,789 11,847 33,530 35,732 Provision for loan losses 100 300 525 1,225 ----------- ----------- ----------- ----------- Net interest and dividend income after provision for loan losses 10,689 11,547 33,005 34,507 Non-interest income: Service charges 1,294 765 3,647 2,174 Net gain (loss) from real estate operations 1 (12) 3 (58) Net gain on sales of loans 498 22 1,292 109 Other 220 273 712 677 ----------- ----------- ----------- ----------- Total non-interest income 2,013 1,048 5,654 2,902 Non-interest expenses: Compensation & employee benefits 3,358 3,209 10,152 9,624 Net occupancy expense 498 409 1,308 1,203 Equipment 544 617 1,571 1,649 Advertising 36 121 154 361 Amortization of intangibles 465 483 1,407 1,462 Federal deposit insurance premium 49 52 147 154 Preferred securities expense 1,092 1,092 3,276 3,276 Other 982 1,044 2,938 3,072 ----------- ----------- ----------- ----------- Total non-interest expenses 7,024 7,027 20,953 20,801 ----------- ----------- ----------- ----------- Income before income taxes 5,678 5,568 17,706 16,608 Income tax expense 2,106 1,964 6,486 5,880 ----------- ----------- ----------- ----------- Net income $ 3,572 $ 3,604 $ 11,220 $ 10,728 =========== =========== =========== =========== Weighted avg. no. of diluted common shares (c) 7,464,791 7,702,997 7,546,527 7,790,381 Diluted earnings per common share (c) $ 0.48 $ 0.47 $ 1.49 $ 1.38 Diluted cash earnings per common share (c) (d) $ 0.65 $ 0.62 $ 1.98 $ 1.79 Return on average common equity 11.89% 12.46% 12.51% 12.42% Return on average assets 0.79% 0.79% 0.81% 0.77% Average earning assets $ 1,754,724 $ 1,775,002 $ 1,789,428 $ 1,801,368 Yield on average interest-earning assets 5.85% 6.55% 6.10% 6.75% Cost of average interest-bearing liabilities 3.64% 4.20% 3.84% 4.41% ----------- ----------- ----------- ----------- Net interest rate spread 2.21% 2.35% 2.26% 2.34% =========== =========== =========== =========== Net interest margin 2.45% 2.65% 2.51% 2.66% Non-interest exp. as a % of avg. assets 1.55% 1.54% 1.51% 1.50% Efficiency ratio 51.24% (e) 50.70% (e) 49.89% (e) 49.98% (e) Loan originations and purchases: One- to four-family mortgage loans $ 154,118 $ 139,413 $ 416,134 $ 396,786 Commercial and multi-family real estate loans 9,196 19,782 38,010 47,068 Consumer loans 19,939 27,712 56,933 65,736 ----------- ----------- ----------- ----------- Total loan originations and purchases $ 183,253 $ 186,907 $ 511,077 $ 509,590 =========== =========== =========== ===========
(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 53.31%, 50.79%, 51.59% and 50.12%, respectively.
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 --------------------------------------------------------------------------- Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, 2003 2002 2002 2002 2002 ----------- ----------- ----------- ----------- ----------- Selected Operating Data: Interest and dividend income $ 25,576 $ 27,361 $ 29,001 $ 30,083 $ 28,992 Interest expense 14,787 16,410 17,211 17,338 17,145 ----------- ----------- ----------- ----------- ----------- Net interest and dividend income 10,789 10,951 11,790 12,745 11,847 Provision for loan losses 100 200 225 400 300 ----------- ----------- ----------- ----------- ----------- Net interest and dividend income after provision for loan losses 10,689 10,751 11,565 12,345 11,547 Non-interest income: Service charges 1,294 1,230 1,123 787 765 Net gain (loss) from real estate operations 1 0 2 145 (12) Net gain on sales of loans 498 563 231 85 22 Other 220 266 226 298 273 ----------- ----------- ----------- ----------- ----------- Total non-interest income 2,013 2,059 1,582 1,315 1,048 Non-interest expenses: Compensation & employee benefits 3,358 3,313 3,481 3,579 3,209 Net occupancy expense 498 407 403 400 409 Equipment 544 510 517 669 617 Advertising 36 31 87 123 121 Amortization of intangibles 465 468 474 478 483 Federal deposit insurance premium 49 50 48 49 52 Preferred securities expense 1,092 1,092 1,092 1,092 1,092 Other 982 941 1,015 1,259 1,044 ----------- ----------- ----------- ----------- ----------- Total non-interest expenses 7,024 6,812 7,117 7,649 7,027 ----------- ----------- ----------- ----------- ----------- Income before income taxes 5,678 5,998 6,030 6,011 5,568 Income tax expense 2,106 2,174 2,206 2,156 1,964 ----------- ----------- ----------- ----------- ----------- Net income $ 3,572 $ 3,824 $ 3,824 $ 3,855 $ 3,604 =========== =========== =========== =========== =========== Weighted avg. no. of diluted common shares (f) 7,464,791 7,526,698 7,655,481 7,690,323 7,702,997 Diluted earnings per common share (f) $ 0.48 $ 0.51 $ 0.50 $ 0.50 $ 0.47 Diluted cash earnings per common share (f) (g) $ 0.65 $ 0.67 $ 0.66 $ 0.66 $ 0.62 Return on average common equity 11.89% 12.84% 12.81% 13.09% 12.46% Return on average assets 0.79% 0.82% 0.81% 0.83% 0.79% Average earning assets $ 1,754,724 $ 1,791,775 $ 1,821,783 $ 1,818,033 $ 1,775,002 Yield on average interest-earning assets 5.85% 6.08% 6.34% 6.62% 6.55% Cost of average interest-bearing liabilities 3.64% 3.86% 4.01% 4.10% 4.20% ----------- ----------- ----------- ----------- ----------- Net interest rate spread 2.21% 2.22% 2.33% 2.52% 2.35% =========== =========== =========== =========== =========== Net interest margin 2.45% 2.47% 2.62% 2.81% 2.65% Non-interest exp. as a % of avg. assets 1.55% 1.46% 1.51% 1.64% 1.54% Efficiency ratio 51.24%(h) 48.76%(h) 49.69%(h) 51.53%(h) 50.70%(h) Loan originations and purchases: One- to four-family mortgage loans $ 154,118 $ 172,637 $ 89,379 $ 132,525 $ 139,413 Commercial and multi-family real estate loans 9,196 8,986 19,828 17,063 19,782 Consumer loans 19,939 18,807 18,187 20,634 27,712 ----------- ----------- ----------- ----------- ----------- Total loan originations and purchases $ 183,253 $ 200,430 $ 127,394 $ 170,222 $ 186,907 =========== =========== =========== =========== ===========
(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. See attached for additional information. (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 53.31%, 50.97%, 50.56%, 51.85% and 50.79%, respectively.
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 ---------------------------------------------------------------------- Mar. 31, Dec. 31, Sep. 30, Jun. 30, Mar. 31, 2003 2002 2002 2002 2002 ---------- ---------- ---------- ---------- ---------- Reported net income $ 3,572 $ 3,824 $ 3,824 $ 3,855 $ 3,604 Non-cash charges: Amortization of intangibles 465 468 474 478 483 ESOP expense 784 764 764 711 654 ---------- ---------- ---------- ---------- ---------- Total non-cash charges 1,249 1,232 1,238 1,189 1,137 ---------- ---------- ---------- ---------- ---------- "Cash" net income $ 4,821 $ 5,056 $ 5,062 $ 5,044 $ 4,741 ========== ========== ========== ========== ========== Weighted avg. no. of diluted common shares (i) 7,464,791 7,526,698 7,655,481 7,690,323 7,702,997 Diluted cash earnings per common share (i) (j) $ 0.65 $ 0.67 $ 0.66 $ 0.66 $ 0.62
(i) 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. (j) Cash earnings are not consistent with generally accepted accounting principles. Cash earnings are reported earnings excluding the non-cash expenses associated with the amortization of intangibles and employee stock plans. -----END PRIVACY-ENHANCED MESSAGE-----