-----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, AQ2EjTy3v9UZ1mnM3CeEDyhhqe4/nJXJ2BWfFhTQdtMoGvbGNfBjqiKBsVZHKFRT DyBEHkjgp7M9IfoWIjfUiw== 0000946275-07-000546.txt : 20070726 0000946275-07-000546.hdr.sgml : 20070726 20070726144002 ACCESSION NUMBER: 0000946275-07-000546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY FINANCIAL GROUP INC /NJ/ CENTRAL INDEX KEY: 0001263766 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522413926 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50467 FILM NUMBER: 071002318 BUSINESS ADDRESS: STREET 1: 310 NORTH AVE EAST CITY: CRANFORD STATE: NJ ZIP: 07016 BUSINESS PHONE: 8006933838 8-K 1 f8k_072507-0207.htm FORM

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

 

 

July 25, 2007

Date of Report

(Date of earliest event reported)

 

 

Synergy Financial Group, Inc.

(Exact name of Registrant as specified in its Charter)

 

 

New Jersey

0-50467

52-2413926

(State or other jurisdiction

of incorporation)

(File No.)

(IRS Employer

Identification Number)

 

 

310 North Avenue East, Cranford, New Jersey

07016

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code:

(800) 693-3838

 

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o

Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act

SYNERGY FINANCIAL GROUP, INC.

 

INFORMATION TO BE INCLUDED IN REPORT

 

Item 2.02. Results of Operations and Financial Condition.

 

On July 25, 2007, the Registrant issued a press release to report earnings for the quarter ended June 30, 2007. A copy of the press release is furnished with this Form 8-K as Exhibit 99.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d)

Exhibits:

 

 

Exhibit 99 – Press Release, dated July 25, 2007

 

 

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.

 

 

 

 

SYNERGY FINANCIAL GROUP, INC.

 

 


Date:   July 25, 2007

 

By: 

/s/Kevin A. Wenthen

 

 

 

Kevin A. Wenthen

Senior Vice President

and Chief Administrative Officer

 

 

 

 

EX-99 2 ex-99.htm PRESS RELEASE

FOR IMMEDIATE RELEASE

July 25, 2007

 

For further information contact:

Kevin M. McCloskey

Senior Vice President and Chief Operating Officer

Synergy Financial Group, Inc.

(800) 693-3838, extension 3292

 

Synergy Financial Group, Inc. Announces

Second Quarter, 2007 Earnings

 

Cranford, New Jersey, July 25, 2007 – John S. Fiore, President and Chief Executive Officer of Synergy Financial Group, Inc. (NASDAQ/Global Market: SYNF) (the “Company”), the holding company for Synergy Bank and Synergy Financial Services, Inc., today announced net income for the three-month period ended June 30, 2007 of $280,000, or $0.03 per diluted share, compared to $1.060 million, or $0.10 per diluted share, for the same period last year. Net income for the six-month period ended June 30, 2007 was $1.121 million, or $0.10 per diluted share, compared to $2.109 million, or $0.20 per diluted share, for the same period last year. Results for the three- and six-month periods ended June 30, 2007 include $710,000, or $0.07 per diluted share, of after-tax merger-related expenses.

 

On May 13, 2007, the Company announced the signing of a definitive agreement pursuant to which it will merge with and into New York Community Bancorp, Inc. (NYSE: NYB). The Company’s shareholders will receive 0.80 of a share of New York Community Bancorp, Inc. common stock in a tax-free exchange for each share of the Company’s common stock held at the closing date. The merger is expected to occur during the fourth quarter of 2007, pending approval of the Company’s shareholders and that of certain regulatory agencies.

 

Total assets were $932.5 million on June 30, 2007, a decrease of 5.5%, or $53.8 million, from $986.3 million on December 31, 2006. The decrease was primarily attributable to a decrease of $34.5 million in net loans, coupled with a decline of $17.5 million in investment securities.

 

Net loans decreased 4.5%, to $730.5 million, on June 30, 2007, from $765.0 million on December 31, 2006. Over the past year, the Company decelerated the origination of automobile loans in favor of higher-yielding, commercial-based products. As a result,

 

 

– More –

automobile loans declined $30.8 million from December 31, 2006, while multi-family/non-residential loans and commercial loans increased $8.4 million, collectively. On June 30, 2007, multi-family/non-residential loans represented 45.1%, single-family real estate loans represented 16.0%, consumer loans represented 15.6%, home equity loans represented 14.1%, commercial and industrial loans represented 7.8%, and construction loans represented 1.4% of total loans.

 

On June 30, 2007, the allowance for loan losses was $5.7 million, compared to $6.0 million on December 31, 2006. The ratio of the allowance for loan losses to total loans was 0.78% on both June 30, 2007 and December 31, 2006. Non-performing assets represented 0.02% of total assets on June 30, 2007, compared to 0.04% on December 31, 2006.

 

Deposits were $598.6 million on June 30, 2007, a decrease of $47.2 million, or 7.3%, from the $645.8 million reported on December 31, 2006. Core deposits, which consist of checking, savings, and money market accounts, increased $27.8 million, or 12.1%, while certificates of deposit decreased by $75.0 million, or 18.1%, from the $415.4 million reported at year-end 2006. During the same period, Federal Home Loan Bank borrowings decreased $8.2 million, or 3.5%, to $227.5 million on June 30, 2007.

 

Stockholders’ equity totaled $99.9 million on June 30, 2007, an increase of $1.4 million, or 1.4%, from $98.5 million on December 31, 2006. The increase was primarily attributable to net income for the period and stock benefit plan activity, partially offset by cash dividends declared.

 

Net interest income declined $760,000, or 12.1%, for the three months ended June 30, 2007, to $5.5 million, from $6.3 million for the same period last year. For the six months ended June 30, 2007, net interest income decreased 13.4%, to $10.9 million, from $12.6 million for the same period last year. This year-over-year decline was the result of margin compression stemming from the flat to inverted yield curve, increased funding costs and a slowdown in asset growth. Compared to the first quarter of 2007, net interest income for the second quarter increased $60,000. The net interest margin for the second quarter of 2007 increased to 2.48%, from 2.37% for the first quarter of 2007, but was down 18 basis points from the 2.66% for the second quarter of 2006.

 

 

– More –

Other income increased $106,000, or 12.0%, for the three months ended June 30, 2007, to $990,000, from $884,000 for the same period last year. For the six months ended June 30, 2007, other income increased 14.1%, to $2.0 million. The increase for both the three- and six-month periods was primarily due to an increase in income from bank-owned life insurance.

 

Other expenses increased $662,000, or 12.8%, for the three months ended June 30, 2007, to $5.8 million. For the six months ended June 30, 2007, other expenses increased $579,000, or 5.6%, to $10.9 million, from $10.3 million for the same period last year. For the three- and six-month periods of 2007, there were approximately $835,000 of pre-tax expenses relating to the proposed merger with New York Community Bancorp, Inc. Excluding these merger-related expenses, core operating expenses declined 3.3% and 2.5% for the three- and six-month periods of 2007, respectively. This decrease in core expenses was primarily attributable to reduced spending, as the Company remains focused on controlling costs.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The proposed transaction will be submitted to the Company’s stockholders for their consideration. New York Community Bancorp, Inc. has filed a registration statement containing a proxy statement/prospectus that will be sent to the Company’s stockholders, and other relevant documents concerning the proposed transaction, with the U.S. Securities and Exchange Commission (the “SEC”). The Company has filed and will continue to file relevant documents concerning the proposed transaction with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT CONTAINING THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

 

Investors will be able to obtain these documents free of charge at the SEC’s web site (www.sec.gov). In addition, documents filed with the SEC by New York Community Bancorp, Inc. will be available free of charge from the Investor Relations Department, New York Community Bancorp, Inc., 615 Merrick Avenue, Westbury, New York 11590. Documents filed with the SEC by the Company will be available free of charge from the Corporate Secretary, Synergy Financial Group, Inc., 310 North Avenue East, Cranford, New Jersey 07016.

 

 

– More –

The Company’s directors, executive officers, and certain other members of management may be soliciting proxies in favor of the transaction from the Company’s shareholders. For information about these directors, executive officers, and members of management, please refer to the Company’s proxy statement for the 2007 Annual Meeting of Stockholders, which is available on its web site and on the SEC’s web site, and at the address provided in the preceding paragraph.

 

Safe Harbor Provisions of the Private Litigation Reform Act of 1995

This release, like other written and oral communications presented by Synergy Financial Group, Inc. (the “Company”) and its authorized officers, may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

 

The Company intends such forward-looking statements, including those pertaining to its pending merger with and into New York Community Bancorp, Inc., to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of said safe harbor provisions.

 

Forward-looking statements, which are based on certain assumptions, may be identified by their reference to future periods. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, the Company disclaims any obligation to update any forward-looking statements.

 

About Synergy Financial Group, Inc.

Synergy Financial Group, Inc. is the holding company for Synergy Bank and Synergy Financial Services, Inc. The Company is a financial services company that provides a diversified line of products and services to individuals and small to mid-size businesses. Synergy offers consumer banking, mortgage lending, commercial banking, consumer finance, Internet banking, and financial services through a network of 20 branch offices located in Middlesex, Monmouth, and Union counties in New Jersey. An additional branch office is scheduled to open in Mercer County during the third quarter of 2007.

 

 

– More –

SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

 

 

 

 

 

June 30,

 

 

 

December 31,

 

 

 

 

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and amounts due from banks

 

 

 

$

4,487

 

 

 

$

5,673

 

 

 

Interest-bearing deposits with banks

 

 

 

 

2,698

 

 

 

 

4,458

 

 

 

Cash and cash equivalents

 

 

 

 

7,185

 

 

 

 

10,131

 

 

 

Investment securities available-for-sale, at fair value

 

 

 

 

58,534

 

 

 

 

68,417

 

 

 

Investment securities held-to-maturity (fair

 

 

 

 

 

 

 

 

 

 

 

 

 

value of $68,188 and $76,263, respectively)

 

 

 

 

70,290

 

 

 

 

77,917

 

 

 

Federal Home Loan Bank of New York stock, at cost

 

 

 

 

11,643

 

 

 

 

11,981

 

 

 

Loans receivable, net

 

 

 

 

730,533

 

 

 

 

765,001

 

 

 

Accrued interest receivable

 

 

 

 

3,798

 

 

 

 

3,848

 

 

 

Property and equipment, net

 

 

 

 

20,681

 

 

 

 

20,106

 

 

 

Cash surrender value of bank-owned life insurance

 

 

 

 

22,274

 

 

 

 

21,816

 

 

 

Other assets

 

 

 

 

7,536

 

 

 

 

7,109

 

 

 

Total assets

 

 

 

$

932,474

 

 

 

$

986,326

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

$

598,563

 

 

 

$

645,816

 

 

 

Other borrowed funds

 

 

 

 

227,500

 

 

 

 

235,675

 

 

 

Advance payments by borrowers for taxes and insurance

 

 

 

 

2,945

 

 

 

 

2,701

 

 

 

Accrued interest payable on advances

 

 

 

 

511

 

 

 

 

651

 

 

 

Other liabilities

 

 

 

 

3,104

 

 

 

 

2,983

 

 

 

Total liabilities

 

 

 

 

832,623

 

 

 

 

887,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock; $.10 par value, 5,000,000 shares

 

 

 

 

 

 

 

 

 

 

 

 

 

authorized; issued and outstanding – none

 

 

 

 

 

 

 

 

 

 

 

Common stock; $.10 par value, 20,000,000 shares authorized;

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued – 12,509,636 in 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding – 11,382,143 in 2007 and 2006

 

 

 

 

1,251

 

 

 

 

1,251

 

 

 

Additional paid-in-capital

 

 

 

 

86,114

 

 

 

 

85,381

 

 

 

Retained earnings

 

 

 

 

34,350

 

 

 

 

34,582

 

 

 

Unearned ESOP shares

 

 

 

 

(4,363

)

 

 

 

(4,600

)

 

 

Treasury stock acquired for the RSP, at cost;

 

 

 

 

 

 

 

 

 

 

 

 

 

229,450 in 2007 and 271,613 in 2006

 

 

 

 

(2,607

)

 

 

 

(3,086

)

 

 

Treasury stock, at cost; 1,127,493 in 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

and 2006

 

 

 

 

(14,125

)

 

 

 

(14,125

)

 

 

Accumulated other comprehensive loss, net of taxes

 

 

 

 

(769

)

 

 

 

(903

)

 

 

Total stockholders’ equity

 

 

 

 

99,851

 

 

 

 

98,500

 

 

 

Total liabilities and stockholders’ equity

 

 

 

$

932,474

 

 

 

$

986,326

 

 

 

 

 

 

– More –

SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

 

 

June 30,

 

 

 

June 30,

 

 

 

 

 

2007

 

 

 

2006

 

 

 

2007

 

 

 

2006

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

 

 

$

12,185

 

 

 

$

11,917

 

 

 

$

24,640

 

 

 

$

23,257

 

Investment securities

 

 

 

 

1,371

 

 

 

 

1,658

 

 

 

 

2,823

 

 

 

 

3,421

 

Other

 

 

 

 

214

 

 

 

 

172

 

 

 

 

437

 

 

 

 

345

 

Total interest income

 

 

 

 

13,770

 

 

 

 

13,747

 

 

 

 

27,900

 

 

 

 

27,023

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

5,793

 

 

 

 

5,057

 

 

 

 

12,008

 

 

 

 

9,414

 

Borrowed funds

 

 

 

 

2,476

 

 

 

 

2,429

 

 

 

 

4,950

 

 

 

 

4,971

 

Total interest expense

 

 

 

 

8,269

 

 

 

 

7,486

 

 

 

 

16,958

 

 

 

 

14,385

 

Net interest income before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

provision for loan losses

 

 

 

 

5,501

 

 

 

 

6,261

 

 

 

 

10,942

 

 

 

 

12,638

 

Provision for loan losses

 

 

 

 

24

 

 

 

 

252

 

 

 

 

80

 

 

 

 

668

 

Net interest income after

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

provision for loan losses

 

 

 

 

5,477

 

 

 

 

6,009

 

 

 

 

10,862

 

 

 

 

11,970

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and other fees on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

deposit accounts

 

 

 

 

526

 

 

 

 

519

 

 

 

 

1,033

 

 

 

 

1,013

 

Commissions

 

 

 

 

184

 

 

 

 

184

 

 

 

 

410

 

 

 

 

414

 

Other

 

 

 

 

280

 

 

 

 

181

 

 

 

 

566

 

 

 

 

333

 

Total other income

 

 

 

 

990

 

 

 

 

884

 

 

 

 

2,009

 

 

 

 

1,760

 

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

 

 

2,987

 

 

 

 

3,047

 

 

 

 

6,163

 

 

 

 

6,124

 

Premises and equipment

 

 

 

 

605

 

 

 

 

671

 

 

 

 

1,235

 

 

 

 

1,333

 

Occupancy

 

 

 

 

615

 

 

 

 

564

 

 

 

 

1,231

 

 

 

 

1,126

 

Professional services

 

 

 

 

178

 

 

 

 

262

 

 

 

 

382

 

 

 

 

459

 

Advertising

 

 

 

 

149

 

 

 

 

146

 

 

 

 

194

 

 

 

 

260

 

Merger-related

 

 

 

 

835

 

 

 

 

 

 

 

 

835

 

 

 

 

 

Other operating

 

 

 

 

472

 

 

 

 

489

 

 

 

 

884

 

 

 

 

1,043

 

Total other expenses

 

 

 

 

5,841

 

 

 

 

5,179

 

 

 

 

10,924

 

 

 

 

10,345

 

Income before income tax expense

 

 

 

 

626

 

 

 

 

1,714

 

 

 

 

1,947

 

 

 

 

3,385

 

Income tax expense

 

 

 

 

346

 

 

 

 

654

 

 

 

 

826

 

 

 

 

1,276

 

Net income

 

 

 

$

280

 

 

 

$

1,060

 

 

 

$

1,121

 

 

 

$

2,109

 

Per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

$

0.03

 

 

 

$

0.10

 

 

 

$

0.11

 

 

 

$

0.20

 

Diluted earnings per share

 

 

 

$

0.03

 

 

 

$

0.10

 

 

 

$

0.10

 

 

 

$

0.20

 

Basic weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding

 

 

 

 

10,538

 

 

 

 

10,313

 

 

 

 

10,510

 

 

 

 

10,335

 

Diluted weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

outstanding

 

 

 

 

10,891

 

 

 

 

10,705

 

 

 

 

10,900

 

 

 

 

10,688

 

 

# # # # #

 

 

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