UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A – Amendment #1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2007
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the transition period from ___ to ___. |
| Commission file #000-22537-01 |
| Pennsylvania | 23-2215075 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
| Philadelphia and Reading Avenues | 19512 | ||
| Boyertown, Pennsylvania | (Zip Code) | ||
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (610) 367-6001
Securities registered pursuant to Section 12(b) of the Act:
Common Stock (without par value)
Guarantee (7.85% Preferred Securities of NPB Capital Trust II)
Preferred Stock Purchase Rights
7.85% Junior Subordinated Debentures
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Yes [x] | No [ ] |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
| Exchange Act. | Yes [ ] | No [x] |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes [x] | No [ ] |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [x] | Accelerated filer [ ] | Non-accelerated filer [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes [ ] | No [x] |
The aggregate market value of the voting and non-voting common equity of the Registrant held by non-affiliates, based on the closing sale price as of June 30, 2007, was $722.1 million.
As of February 26, 2008, the Registrant had 79,514,112 shares of Common Stock outstanding. Portions of the following documents are incorporated by reference: the definitive Proxy Statement of the Registrant relating to the Registrant’s Annual Meeting of Shareholders to be held on April 21, 2008 -- Part III.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) amends our annual report for the fiscal year ended December 31, 2007, originally filed with the Securities and Exchange Commission (“SEC”) on February 29, 2008 (the “Form 10-K”). We are filing this Form 10-K/A to correct computational errors made in “Item 6 — Selected Financial Data.” Specifically, the book value per share, average shares outstanding-basic, and average shares outstanding-diluted for each of 2006, 2005, 2004, and 2003 are corrected to reflect the 3% stock dividend in 2007 as previously described in Note (3). In addition, the return on average shareholders' equity for each of 2004 and 2003 are corrected, based on average equity, rather than actual equity at the end of the period. Return on average assets for each of 2004 and 2003 are corrected to reflect the application of the modified retrospective method upon the adoption of FAS 123(R).
As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1 on Form 10-K/A. No other information contained in the original filing is amended hereby. Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the original filing, or reflect events occurring after the date of the original filing.
Item 6. SELECTED FINANCIAL DATA
Five Year Statistical Summary (dollars in thousands, except share and per share data)
| Year Ended | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||
| BALANCE SHEET (1) | ||||||||||||
| Total assets (5) | $ | 5,824,421 | $ | 5,452,288 | $ | 4,603,389 | $ | 4,481,094 | $ | 3,514,457 | ||
| Total deposits | 3,946,163 | 3,825,633 | 3,309,046 | 3,143,193 | 2,435,296 | |||||||
| Loans and leases, net (2) | 3,820,356 | 3,573,631 | 2,993,744 | 2,816,849 | 2,221,434 | |||||||
| Total investment securities | 1,381,021 | 1,261,882 | 1,091,714 | 1,189,803 | 934,375 | |||||||
| Total shareholders’ equity (5) | 563,947 | 542,869 | 447,668 | 430,426 | 319,696 | |||||||
| Book value per share (3), (5) | 11.49 | 10.99 | 9.73 | 9.41 | 7.94 | |||||||
| Percent shareholders’ equity to assets(5) | 9.68% | 9.96% | 9.72% | 9.61% | 9.10% | |||||||
| Trust and other assets under management | $ | 2,942,324 | $ | 2,620,076 | $ | 1,651,322 | $ | 1,284,264 | $ | 1,038,756 | ||
| EARNINGS (1),(4) | ||||||||||||
| Total interest income | $ | 335,473 | $ | 302,185 | $ | 242,586 | $ | 198,775 | $ | 165,648 | ||
| Total interest expense | 179,453 | 148,826 | 93,937 | 60,493 | 51,099 | |||||||
| Net interest income | 156,020 | 153,359 | 148,649 | 138,282 | 114,549 | |||||||
| Provision for loan and lease losses | 7,832 | 2,541 | 3,200 | 4,800 | 9,371 | |||||||
Net interest income after provision for loan and lease losses | 148,188 | 150,818 | 145,449 | 133,482 | 105,178 | |||||||
| Other income | 73,198 | 66,867 | 57,016 | 46,774 | 41,285 | |||||||
| Other expenses (5) | 138,773 | 133,331 | 125,064 | 119,229 | 104,344 | |||||||
| Income before income taxes (5) | 82,613 | 84,354 | 77,401 | 61,027 | 42,119 | |||||||
| Income taxes (5) | 17,380 | 20,245 | 18,921 | 14,243 | 8,238 | |||||||
| Net income for continuing operations (5) | 65,233 | 64,109 | 58,480 | 46,784 | 33,881 | |||||||
| Net income from discontinued operations | - | - | - | - | 8,621 | |||||||
| Net income (5) | $ | 65,233 | $ | 64,109 | $ | 58,480 | $ | 46,784 | $ | 42,502 | ||
| Cash dividends paid | $ | 32,534 | $ | 31,039 | $ | 27,973 | $ | 25,199 | $ | 21,324 | ||
| Dividend payout ratio (5) | 49.87% | 48.42% | 47.83% | 53.86% | 49.96% | |||||||
| Return on average assets (5) | 1.16% | 1.24% | 1.29% | 1.18% | 1.31% | |||||||
| Return on average shareholders’ equity (5) | 12.0% | 12.6% | 13.4% | 12.9% | 15.9% | |||||||
| PER SHARE DATA (3) | ||||||||||||
| Per Share of Common Stock-basic (5) | ||||||||||||
| Income from continuing operations | $ | 1.32 | $ | 1.31 | $ | 1.27 | $ | 1.08 | $ | 0.85 | ||
| Discontinued operations | - | - | - | - | 0.23 | |||||||
| Net Income | $ | 1.32 | $ | 1.31 | $ | 1.27 | $ | 1.08 | $ | 1.08 | ||
| Per Share of Common Stock-diluted (5) | ||||||||||||
| Income from continuing operations | $ | 1.31 | $ | 1.29 | $ | 1.25 | $ | 1.06 | $ | 0.83 | ||
| Discontinued operations | - | - | - | - | 0.22 | |||||||
| Net Income | $ | 1.31 | $ | 1.29 | $ | 1.25 | $ | 1.06 | $ | 1.05 | ||
| Dividends paid in cash | $ | 0.660 | $ | 0.631 | $ | 0.608 | $ | 0.585 | $ | 0.540 | ||
| Dividends paid in stock | 3% | 3% | 5-for-4 split | 5-for-4 split | 5% | |||||||
| SHAREHOLDERS AND STAFF | ||||||||||||
| Average shares outstanding-basic (3) | 49,344,066 | 48,915,813 | 45,967,537 | 43,281,824 | 39,473,664 | |||||||
| Average shares outstanding-diluted (3) | 49,908,327 | 49,740,155 | 46,731,039 | 44,227,935 | 40,465,086 | |||||||
| Shareholders of record | 4,910 | 4,946 | 4,374 | 4,316 | 3,684 | |||||||
| Staff – Full-time equivalents | 1,171 | 1,197 | 1,141 | 1,098 | 940 | |||||||
| (1) Balances have been adjusted for the sale in 2003 of Panasia N.A. which is being presented as discontinued operations. | ||||||||||||
| (2) Includes loans held for sale. | ||||||||||||
| (3) Restated to reflect a 3% stock dividend in 2007 and 2006, 5-for-4 stock split in 2005 and 2004, and a 5% stock dividend in 2003. | ||||||||||||
| (4) Results of operations are included for the following acquisitions: Nittany Financial Corp. for January 26, 2006 through December 31, 2006, Peoples First, Inc. for June 10, 2004 thru December 31, 2004; HomeTowne Heritage Bank for December 12, 2003 thru December 31, 2003 and FirstService Bank for February 25, 2003 thru December 31, 2003. | ||||||||||||
| (5) Reflects the adoption of FAS 123(R) under the modified retrospective method. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| NATIONAL PENN BANCSHARES, INC. | ||
| (Registrant) | ||
| March 4, 2008 | By | /s/ H. Anderson Ellsworth |
| H. Anderson Ellsworth | ||
| Executive Vice President | ||