UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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August 5, 2016
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Prudential Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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000-55084
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46-2935427
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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1834 West Oregon Avenue, Philadelphia, Pennsylvania
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19145
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(215) 755-1500
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Not Applicable
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2 below):
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[X]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition
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Item | 8.01 | Other Events |
The information in Item 2.02 is incorporated into this Item 8.01 by reference thereto. | ||
Item
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9.01
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Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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The following exhibits are included with this Report:
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Exhibit No.
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Description
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99.1
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Press release regarding results of operations and financial condition, dated August 5, 2016
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PRUDENTIAL BANCORP, INC.
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By:
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/s/Jack E. Rothkopf | |||
Name:
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Jack E. Rothkopf
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Title:
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Senior Vice President, Chief Financial Officer and
Treasurer
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Date: August 5, 2016
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Exhibit No.
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Description
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99.1
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Press release regarding results of operations and financial condition, dated August 5, 2016
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Release Date:
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August 05, 2016
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Contact:
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Jack E. Rothkopf
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At 4:30 p.m. EST
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Chief Financial Officer
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(215) 755-1500
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·
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Core earnings (non-GAAP) increased to $908,000 for the quarter ended June 30, 2016 from a net loss from core earnings of $184,000 during the comparable quarter of 2015.
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·
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Total interest income and net interest income increased while interest expense and the cost of funds decreased for the quarter and nine months ended June 30, 2016 compared to the same periods in 2015.
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·
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Net loans increased $29.8 million, or 9.5% from September 30, 2015.
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·
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Total deposits increased $21.6 million or 5.9% from September 30, 2015.
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·
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On June 2, 2016, we announced entering into a merger agreement pursuant to which we will acquire Polonia Bancorp, Inc. ("Polonia Bancorp") for cash and stock valued at approximately $38.1 million. The merger is currently expected, subject to receipt of shareholder and regulatory approvals, to close during the fourth quarter of 2016.
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·
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Our capital levels continue to remain substantially higher than the levels required to be considered well capitalized for regulatory purposes.
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·
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The Company has continued its payment of regular quarterly cash dividends to enhance value to our shareholders.
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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
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(Unaudited)
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At June 30,
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At September 30,
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2016
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2015
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(Dollars in Thousands)
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Selected Consolidated Financial and Other Data (Unaudited):
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Total assets
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$
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556,290
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$
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487,189
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Cash and cash equivalents
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38,572
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11,272
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Investment and mortgage-backed securities:
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Held-to-maturity
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15,488
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66,384
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Available-for-sale
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138,683
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77,483
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Loans receivable, net
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342,459
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312,633
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Deposits
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386,640
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365,074
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FHLB advances
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50,227
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--
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Non-performing loans
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16,092
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13,932
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Non-performing assets
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16,299
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14,801
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Stockholders' equity
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113,066
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117,001
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Full-service offices
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6
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7
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At or For the
Three Months Ended
June 30,
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At or For the
Nine Months Ended
June 30,
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2016
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2015
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2016
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2015
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(Dollars in Thousands Except Per Share Amounts)
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Selected Operating Data:
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Total interest income
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$
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4,474
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$
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4,055
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$
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12,896
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$
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12,599
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Total interest expense
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824
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851
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2,473
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2,623
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Net interest income
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3,650
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3,204
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10,423
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9,976
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Provision for loan losses
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150
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210
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225
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585
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Net interest income after
provision for loan losses
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3,500
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2,994
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10,198
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9,391
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Total non-interest income
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400
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445
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883
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2,783
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Total non-interest expense
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2,815
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3,432
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8,507
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9,869
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Income before income taxes
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1,085
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7
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2,574
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2,305
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Income tax expense (benefit)
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308
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(40
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)
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836
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86
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Net income
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$
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777
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$
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47
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$
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1,738
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$
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2,219
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Basic earnings per share
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$
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0.10
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$
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0.01
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$
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0.23
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$
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0.26
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Diluted earnings per share
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$
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0.10
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$
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0.01
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$
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0.23
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$
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0.26
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Dividends paid per common share
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$
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0.03
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$
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0.18
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$
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0.09
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$
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0.24
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Book value per share at end of period
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$
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14.05
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$
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13.78
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$
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14.05
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$
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13.78
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Selected Operating Ratios(1):
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Average yield on interest-
earning assets
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3.40
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%
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3.31
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%
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3.40
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%
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3.37
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%
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Average rate paid on interest-bearing
liabilities
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0.77
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%
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0.89
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%
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0.81
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%
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0.91
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%
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Average interest rate spread(2)
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2.63
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%
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2.42
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%
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2.59
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%
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2.46
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%
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Net interest margin(2)
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2.78
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%
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2.62
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%
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2.74
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%
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2.67
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%
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Average interest-earning assets
to average interest-bearing
liabilities
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122.64
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%
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128.61
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%
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124.74
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%
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128.93
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%
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Net interest income after
provision for loan losses to
non-interest expense
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124.33
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%
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87.24
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%
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119.88
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%
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95.16
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%
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Total non-interest expense to total
average assets
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2.05
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%
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2.67
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%
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2.15
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%
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2.46
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%
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Efficiency ratio(3)
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69.51
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%
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94.05
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%
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75.24
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%
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77.35
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%
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Return on average assets
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0.56
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%
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0.04
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%
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0.44
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%
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0.88
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%
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Return on average equity
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2.69
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%
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0.15
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%
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2.00
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%
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3.36
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%
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Average equity to average total assets
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21.00
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%
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24.81
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%
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21.94
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%
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24.60
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%
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At or for the Three Months Ended
June 30,
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At or for Nine Months Ended
June 30,
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2016
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2015
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2016
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2015
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Asset Quality Ratios(4)(5)
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Non-performing loans as a percentage of loans receivable, net(5)
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4.43
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%
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4.87
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%
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4.43
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%
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4.87
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%
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Non-performing assets as a percentage of total assets(5)
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2.77
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%
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3.07
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%
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2.77
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%
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3.07
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%
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Allowance for loan losses as a percentage of total loans
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0.95
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%
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0.83
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%
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0.95
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%
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0.83
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%
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Allowance for loan losses as a percentage of non-performing
loans
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21.3
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%
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17.30
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%
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21.53
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%
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17.30
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%
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Net charge-offs to average loans receivable
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-0.01
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%
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0.16
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%
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-0.03
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%
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0.21
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%
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Capital Ratios(6)
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Tier 1 leverage ratio
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Company
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20.35
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%
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24.90
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%
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20.35
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%
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23.90
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%
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Bank
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18.02
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%
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18.66
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%
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18.02
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%
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18.66
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%
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Tier 1 common equity risk-based capital ratio
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Company
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40.53
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%
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52.64
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%
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40.53
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%
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52.64
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%
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Bank
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35.98
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%
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41.11
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%
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35.98
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%
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41.11
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%
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Tier 1 risk-based capital ratio
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Company
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40.20
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%
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52.92
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%
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40.20
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%
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52.92
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%
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Bank
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35.60
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%
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41.40
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%
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35.60
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%
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41.40
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%
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Total risk-based capital ratio
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Company
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41.40
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%
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54.14
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%
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41.40
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%
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54.14
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%
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Bank
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36.85
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%
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42.62
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%
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36.85
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%
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42.62
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%
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(1) With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods and are annualized where appropriate.
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(2) Average interest rate spread represents the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin represents net interest income as a percentage of average interest-earning assets.
(3) The efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.
(4) Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable.
(5) Non-performing assets generally consist of all loans on non-accrual, loans which are 90 days or more past due as to principal or interest, and real estate acquired through foreclosure or acceptance of a deed in-lieu of foreclosure. Non-performing assets and non-performing loans also include loans classified as troubled debt restructurings ("TDR") due to being recently restructured and placed on non-accrual in connection with such restructuring until such time that an adequate sustained payment period under the restructured terms has been established to justify returning the loan to accrual status. It is the Company's policy to cease accruing interest on all loans which are 90 days or more past due as to interest or principal.
(6) The Company is not subject to the regulatory capital ratios imposed by Basel III on bank holding companies because the Company was deemed to be a small bank holding company.
Non-GAAP Measures Disclosures
Reported amounts are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Company's management believes that the supplemental non-GAAP information provided in this press release is utilized by market analysts and others to evaluate a company's financial condition and, therefore, that such information is useful to investors. These disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures presented by other companies.
The following table shows the reconciliation of net income and core income (non-GAAP measure which excludes the effects of gains on sale and one-time severance expense; management believes many investors desire to evaluate net income without regard to such gains or one-time expenses). Our Non-GAAP core earnings should not be considered in isolation or as a substitute for net income, other (loss) income or other expense data that are calculated in accordance with GAAP. Moreover, the manner in which we calculate our non-GAAP core earnings may differ from that of other companies also reporting non-GAAP results.
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At or For the Three
Months Ended June 30,
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At or For the Nine Months
Ended June 30,
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2016
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2015
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2016
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2015
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(Dollars in Thousands)
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GAAP income before income taxes
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1,085
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7
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2,574
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2,305
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Income tax expense (benefit)
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308
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(40
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)
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836
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86
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Net income
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$
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777
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$
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47
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$
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1,738
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$
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2,219
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One- time gain on sale of two branch offices (net of
tax)
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-
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( 231
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)
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-
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( 2,024
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)
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One-time severance expense (net of tax)
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131
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131
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-
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Core income (loss) (Non-GAAP)
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$
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908
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$
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(184
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)
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$
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1,869
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$
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195
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