TOTAL NUMBER OF PAGES 16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 1997 ------------------ 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 number: 0-25750 PENFED BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 61-1275478 - -------------------------------- ------------------ State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 215 W. Shelby Street, Falmouth, KY 41040 - ----------------------------------------- --------- (Address of principal executive offices) (Zip Code) (606) 654-6961 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A -------------------------------------------------- Former name, former address and former fiscal year, if changed since last report 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 __ No x Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 31,1997 - -------------------------------------------------------------- Common Stock, $0.01 Par Value 296,749 Common Shares PENFED BANCORP, INC. INDEX Part I Financial Information Page Item 1 Unaudited Consolidated Financial Statements Consolidated Statements of Financial Condition, September 30, 1997 and December 31, 1996 1 Consolidated Statements of Income, Three Months Ended Septeber 30, 1997 and 1996 2 Consolidated Statements of Income, Nine Months Ended September 30, 1997 and 1996 3 Consolidated Statements of Cash Flows, Nine Months Ended September 30, 1997 and 1996 4 Notes to Consolidated Financial Statements 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II Other Information 15 Signatures 16 PENFED BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ASSETS September 30 December 31 1997 1996 (unaudited) (audited) ___________ __________ Cash and balances with banks $ 252,759 $ 270,794 Interest-bearing deposits in other depository institutions 464,405 1,474,583 Investment securities, held to maturity 862,161 265,396 Mortgage-backed securities, held to maturity 599,926 746,093 Federal Home Loan Bank capital stock 259,300 243,900 Loans receivable, net 29,342,717 26,988,223 Accrued interest receivable on loans and investments 152,778 102,732 Office property and equipment, at cost, less accumulated depreciation 573,906 339,239 Real estate owned 31,464 Other assets 66,411 43,606 ------------ ----------- Total Assets $ 32,574,363 $30,506,030 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY Savings deposits $ 4,915,612 $ 4,220,863 Certificates of deposit 19,125,867 18,898,762 Advances from Federal Home Loan Bank 3,500,000 2,200,000 Accrued interest 17,263 9,333 Other liabilities 164,519 130,067 Deferred income tax 14,224 14,224 ------------ ----------- Total liabilities 27,737,485 25,473,249 Stockholders' equity: Preferred stock, 500,000 shares authorized and unissued Common stock, $.01 par value, 2,000,000 shares authorized; 345,000 shares issued; 294,781 shares outstanding at September 30, 1997 and 306,387 shares outstanding at December 31, 1996 3,450 3,450 Additional paid in capital 3,124,210 3,117,084 Retained income, substantially restricted 2,294,857 2,336,596 Employee stock ownership plan (181,678) (208,490) Treasury stock (403,961) (215,859) ----------- ----------- Total stockholders' equity 4,836,878 5,032,781 ----------- ----------- Total liabilities and $32,574,363 $30,506,030 stockholders' equity =========== =========== See Notes to Consolidated Financial Statements - General 1 PENFED BANCORP,INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) Three months ended September 30 --------- -------- 1997 1996 --------- -------- Interest on loans $ 635,328 $ 561,213 Interest on investment securities 15,709 6,013 Interest on mortgage-backed securities 11,021 11,627 Other interest income 12,345 9,653 --------- -------- Total interest income 674,403 588,506 --------- -------- Interest on savings deposits and advances: NOW accounts 6,184 4,783 Savings accounts 25,617 20,721 Certificates 276,959 236,683 Federal Home Loan Bank advances 49,830 35,211 --------- -------- Total interest expense 358,590 297,398 --------- -------- Net interest income 315,813 291,108 --------- -------- Provision for loan losses 9,000 9,000 --------- -------- Net interest income after provision for loan losses 306,813 282,108 --------- -------- Noninterest income 20,125 16,708 --------- -------- Other expenses: Salaries and benefits 79,865 74,505 Occupancy expense 33,454 15,152 Equipment and data processing 12,425 12,228 Professional services 24,133 15,852 Federal insurance premium 3,757 11,875 State ad valorem taxes 7,002 7,058 SAIF Assessment 114,183 Other 39,310 52,506 ---------- -------- Total other expenses 199,946 303,359 ---------- -------- Income(loss) before income taxes 126,992 (4,543) Income tax expense 44,091 215 ---------- -------- Net income(loss) $ 82,901 $ (4,758) ========== ======== Net income(loss) per share $ 0.27 $ (0.02) ========== ======== Weighted average common share outstanding 302,169 317,585 See Notes to Consolidated Financial Statements - General 2 PENFED BANCORP, INC. CONSOLIATED STATEMENTS OF INCOME (unaudited) Nine months ended September 30 --------- -------- 1997 1996 --------- -------- Interest on loans $1,830,954 $1,624,597 Interest on investment securities 42,955 16,631 Interest on mortgage-backed securities 33,008 31,933 Other interest income 36,335 27,782 ---------- ---------- Total interest income 1,943,252 1,700,943 ---------- ---------- Interest on savings deposits and advances: NOW accounts 16,098 11,774 Savings accounts 81,969 60,039 Certificates 820,758 732,657 Federal Home Loan Bank advances 100,769 74,085 ---------- ---------- Total interest expense 1,019,594 878,555 ---------- ---------- Net interest income 923,658 822,388 Provision for loan losses 43,937 15,000 ---------- ---------- Net interest income after provision for loan losses 879,721 807,388 ---------- ---------- Noninterest income 54,603 57,585 ---------- ---------- Other expenses: Salaries and Benefits 246,239 234,901 Occupancy expense 56,282 50,209 Equipment and data processing 77,206 39,781 Professional services 56,633 73,129 Federal insurance premium 8,157 33,861 State ad valorem taxes 21,006 19,076 SAIF Assessment 114,183 Other 117,288 99,777 ---------- ---------- Total other expenses 582,811 664,917 ---------- ---------- Income before income taxes and extraordinary item 351,513 200,056 Income tax expense 121,439 68,180 --------- --------- Income before extraordinary item 230,074 131,876 Extraordinary item-flood loss net of income tax benefit of $86,200 (167,329) 0 --------- --------- Net income $ 62,745 $ 131,876 ========= ========= Income per share before extraordinary item $ 0.75 $ 0.42 Loss per share from extraordinary item $ (0.55) $ 0 --------- --------- Net income per share $ 0.20 $ 0.42 ========= ========= Weighted average common share outstanding 305,191 321,287 See Notes to Consolidated Financial Statements - General 3 PENFED BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Nine months ended September 30 --------- -------- 1997 1996 --------- -------- Cash flows from operating activities: $ 272,039 $ 59,048 ----------- ----------- Cash flows used in investing activities: Securities (465,998) (196,464) Loans receivable (2,329,512) (2,003,778) Purchases of fixed assets (493,482) ---------- ----------- Net cash used in investing activities (3,288,992) (2,200,242) Cash flows from financing activities: Deposits 921,854 418,010 Net advances from Federal Home Loan Bank 1,300,000 1,700,000 Purchases of treasury stock (188,102) 0 Dividends paid (45,012) 0 ----------- ---------- Net cash from financing activities 1,988,740 2,118,010 Decrease in cash and cash equivalents (1,028,213) (23,184) Cash and cash equivalents at beginning of period 1,745,377 595,960 ----------- ---------- Cash and cash equivalents at end of period $ 717,164 $ 572,776 =========== ========== See Notes to Consolidated Financial Statements - General 4 PENFED BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS GENERAL The accompanying consolidated financial statements of Penfed Bancorp, Inc. (the "Corporation") and Pendleton Federal Savings Bank (the subsidiary, "Savings Bank") have been prepared in accordance with the instructions for Form 10-QSB and therefore do not include certain information or footnotes necessary for the presentation of financial position in accordance with generally accepted accounting principles. However, in the opinion of management, the consolidated financial statements reflect all adjustments (which consist of normal recurring accruals) necessary for a fair presentation of the results for the unaudited periods. The results of operations for the nine months ended September 30, 1997 are not necessarily indicative of the results which may be expected for the entire year. The consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 1996. Allowance for Loan Losses: An analysis of the changes in the loan loss allowance for the nine months ended September 30, 1997 follows: Three Months Ended Nine Months Ended 1997 1996 1997 1996 Beginning balance $159,000 $112,063 $124,063 $106,063 Provision 9,000 9,000 43,937 15,000 -------- -------- ------- -------- Ending balance $168,000 $121,063 $168,000 $121,063 ======== ======== ======== ======== 5 Effect of Implementing New Accounting Standards In June 1996, the FASB issued Statement of Financial Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." Under this standard, accounting for transfers and servicing of financial assets and extinguishments of liabilities is based on control. After a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished. This statement applies prospectively in fiscal years beginning after December 31, 1996. The Corporation adopted the statement January 1, 1997 with no material effect on the financial statements. In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share" (EPS). This statement specifies the computation, presentation, and disclosure requirements for EPS. SFAS No. 128 is designed to improve the EPS information provided in financial statements by simplifying the existing computational guidelines, revising the disclosure requirements, and increasing the comparability of EPS data on an international basis. Some of the changes made to simplify the EPS computations include: (a) eliminating the presentation of primary EPS and replacing it with basic EPS, with the principal difference being that common stock equivalents (CSEs) are not considered in computing basic EPS, (b) eliminating the modified treasury stock method and three percent materiality provision, and (c) revising the contingent share provisions and the supplemental EPS data requirements. SFAS No. 128 requires presentation of basic EPS amounts from income for continuing operations and net income on the face of the income statement for entities with simple capital structures and dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures regardless of whether basic and diluted EPS are the same. The statement also requires a reconciliation of the numerator and denominator used on computing basic and diluted EPS and is applicable to all entities with publicly held common stock or potential common stock. SFAS No. 128 is effective for periods ending, including interim periods after December 15, 1997. Earlier application is not permitted. EPS calculated under SFAS No. 128 are not expected to be materially different from EPS calculated under the current method. 6 Pending Financial Services Modernization Legislation Legislation currently pending in Congress would eliminate the thrift charter after two years. Accordingly, the Savings Bank may be required to convert its federal savings bank charter to either a national bank charter, a state depository institution charter, or a new designed charter. The Savings Bank may also become regulated at the holding company level by the Board of Governors of the Federal Reserve System ("Federal Reserve") rather than by the Office of Thrift Supervision ("OTS"). Regulation by the Federal Reserve could subject the Savings Bank to capital requirements that are not currently applicable to the Corporation at a holding company level, which business activities currently are not restricted. The Savings Bank is unable to predict whether such initiatives will result in enacted legislation requiring a charter change and if so whether the charter change would significantly impact the Corporation's operations. Impact of Flooding in First Quarter On March 2, 1997 a severe storm created flooding on the Licking River in Northern Kentucky. As a result, the Corporation's wholly owned subsidiary, the Savings Bank, experienced significant property damage. The sixty-one inches of water in the Savings Bank's office in the Falmouth, Kentucky severely damaged the internal fixtures of the Savings Bank and numerous financial documents. Collateral properties on several loans held by the Savings Bank were also damaged. The Savings Bank's office and many of the documents have been reconstructed. The Savings Bank recognized an extraordinary loss of $167,329, which is the net of a related income tax benefit of $86,200, as a result of uninsured flood loss. Management estimates that less than 10% of the loans in the Savings Bank's portfolio were adversely affected by the flood. Management attributes this to the geographic diversity of the Savings Bank's loans, in that an increasing percentage of the Savings Bank's loans have been collateralized by properties located outside of Pendleton County in recent years. Management does not believe that the impact of the flood on the Corporation's future financial condition or results of operations will be material. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The primary business of Pendleton Federal Savings Bank is the origination of residential real estate loans and funding such loans through deposits and other borrowings. The largest component of the Savings Bank's net income is net interest income, which is the difference between interest income and interest expense. Consequently, the Savings Bank's earnings are primarily dependent on its interest income, which is determined by (1) the difference ("interest rate spread") between rates of interest earned on interest- earning assets and rates paid on interest-bearing liabilities, and (2) the relative amounts of interest- earning assets and interest-bearing liabilities. Because most deposit accounts react more quickly to market interest rate movements than do traditional mortgage loans, sharp increases in rates can adversely affect the Savings Bank's earnings over time. Impact of Flooding in First Quarter On March 2, 1997 a severe storm created flooding on the Licking River in Northern Kentucky. As a result, the Corporation's wholly owned subsidiary, the Savings Bank, experienced significant property damage. The sixty-one inches of water in the Savings Bank's office in Falmouth, Kentucky severely damaged the internal fixtures of the Savings Bank and numerous financial documents. Collateral properties on several loans held by the Savings Bank were also damaged. The Savings Bank's office and many of the documents have been reconstructed. The Savings Bank recognized an extraordinary loss of $167,329, which is the net of a related income tax benefit of $86,200, as a result of uninsured flood loss. Management estimates that less than 10% of the loans in the Savings Bank's portfolio were adversely affected by the flood. Management attributes this to the geographic diversity of the Savings Bank's loans, in that an increasing percentage of the loans have been collateralized by properties located outside of Pendleton County in recent years. Management does not believe that the impact of the flood on the Corporation's future financial condition or results of operations will be material. Financial Condition Total assets increased by 6.8% at September 30, 1997 from December 31, 1996. Net loans receivable and investment securities increased 8.7% and 224.9%, respectively. Office property and equipment, net of depreciation, increased 69.2%. Mortgage-backed securities decreased 19.6%. Deposits increased 4.0% and Federal Home Loan Bank advances increased 59.1%. Increases in deposits were used to fund a portion of the increase in securities and loan receivable. The increase in office property is due to the remodeling of the main office building subsequent to the flood and the purchase of a building for a future branch. 8 Due to the continuing marketing efforts of the Savings Bank to take advantage of opportunities for lending growth in its market areas, the Savings Bank's loans receivable balance increased during the nine months ended September 30, 1997. Fixed rate loans are generally sold in the secondary market; therefore their origination does not result in increases to the Savings Bank's loan portfolio. During the nine months ended September 30, 1997, the Savings Bank was able to increase its loans receivable balance by originating adjustable rate mortgage loans that are retained in the Savings Bank's loan portfolio. Future increases in the Savings Bank's loans receivable balances will be funded through increased deposits or Federal Home Loan Bank advances, if required. Investment securities increased due to the purchase of two FNMA callable bonds for $550,000. The Savings Bank experienced an increase in deposits due to new and existing depositors opening and/or increasing accounts. Management will continue to monitor deposit levels in light of prevailing interest rates and other factors and may choose to increase deposit rates in the future to preserve market share or obtain required levels of cash flows. To the extent that the Savings Bank elects to increase deposit rates in order to attract and/or maintain deposits and to fund future loan growth and other operating needs, interest income may be adversely affected. Currently, however, management does not anticipate the necessity of offering above-market interest rates on deposits. Stockholders' equity for September 30, 1997 was 14.8% as compared to 16.5% at December 31, 1996. During the nine months ended September 30, 1997, the Corporation repurchased 14,482 shares of common stock for the total price of $188,102 out of existing cash reserves. The level of nonperforming loans increased as of September 30,1997 as compared to September 30, 1996. The following table sets forth information with respect to the Savings Bank's nonperforming assets for the periods indicated. During the periods shown, the Savings Bank had no restructured loans with the meaning of Statement of Financial Accounting Standards No. 15. 9 At September 30, --------------------- 1997 1996 ---------- --------- (Dollars in thousands) Loans accounted for on a non-accrual basis $ 892 $ 671 Accruing loans which are contractually past due 90 days or more 0 0 ------ ------ Total of non-accrual and 90 days past due loans $ 892 $ 671 ======= ====== Other real estate owned 0 0 ------- ------ Total nonperforming assets $ 892 $ 671 ======= ====== Ratio of nonperforming loans to total loans 3.0% 2.6% ======== ====== Ratio of nonperforming assets to total assets 2.7% 2.4% ======== ====== Ratio of allowance for loan losses to total loans 0.6% 0.5% ======== ====== Ratio of allowance for loan losses to nonperforming loans 18.8% 18.0% ======== ====== The Savings Bank's total nonperforming loans and total nonperforming assets at September 30, 1997 increased 32.9%, as compared to September 30, 1996. Nonperforming loans at September 30, 1997 increased due to a general increase in delinquencies. All nonperforming loans at September 30, 1997 are collateralized by residential property. Based on management's review of the value of the underlying collateral and other factors, no losses are expected at September 30, 1997. Results of Operations Three Months Ended September 30, 1997, Compared to September 30, 1996. The Corporation's net income for the quarter ended September 30, 1997 increased 1,842.3% as compared to the same quarter of 1996 due to an increase in interest income of 14.6%, a decrease in other expenses of 34.1%, offset by an increase in interest expense of 20.6%. Net interest income before provision for loan losses increased by 8.5%. Total interest income increased 14.6%, due to an increase in the volume of outstanding loans. Total interest expense increased 20.6% as a result of an increase in the effective rate paid on interest-bearing liabilities, and also due to the increase in the balance of interest-bearing deposits. 10 The Savings Bank's allowance for loan losses increased 38.8% from September 30, 1996 to September 30, 1997. The allowance was increased in order to increase the ratio of allowance for loan losses to nonperforming loans, and to provide for losses associated with loans affected by the flood in March 1997. Other expenses decreased by 34.1% for the three months ended September 30, 1997 as compared to the same quarter of 1996. The decrease is primarily a result of the special assessment levied by the Federal Deposit Insurance Corporation to recapitalize the Savings Association Insurance Fund ("SAIF") in the third quarter of 1996. Occupancy expenses have increased 120.8% as a result of expenses incurred to repair items damaged in the flood. Nine Months Ended September 30, 1997, Compared to September 30, 1996 The Corporation's net income for the nine months ended September 30, 1997 decreased 52.4% as compared to the same period of 1996. The decrease is related to an increase in interest expense of 16.1% and a net extraordinary flood loss of $167,329 which were offset by an increase in interest income of 14.2% and a decrease in other expenses of 12.3%. Net interest income before provision for loan losses increased 12.3%. Total interest income increased 14.2% due to an increase in the volume of outstanding loans. Total interest expense increased 16.1% as a result of an increase in the effective rate paid on interest-bearing liabilities, and also to the increase in the balance on interest-bearing deposits and Federal Home Loan Bank advances. Other expenses decreased 12.3% for the nine months ended September 30, 1997 as compared to the same period of 1996. The decrease is primarily a result of the special assessment levied by the Federal Deposit Insurance Corporation to recapitalize the SAIF in the third quarter of 1996. This has been offset by an increase in equipment and data processing of 94.1% because of the costs of implementing a new computer system in June 1997. For a discussion of the extraordinary item, see "Impact of Flooding in First Quarter " herein. The net effect of the extraordinary item-flood loss combined with the increase in interest expense, and offset by the increase in net interest income combined to result in a decrease in net income of 52.4%. 11 Liquidity and Capital Resources Liquidity Pendleton Federal is required by federal regulations to maintain specified levels of "liquid" assets consisting of cash and other eligible investments. The current level of liquidity required by the OTS is 5% of the sum of net withdrawable savings and borrowings due within one year. The Savings Bank's regulatory liquidity at September 30, 1997 and December 31, 1996 was 7.22% and 10.68%, respectively. Management believes that the Savings Bank has an adequate level of liquidity to meet anticipated cash flow needs. Capital Resources The Office of Thrift Supervision ("OTS") imposes regulations which provide that savings associations must maintain certain levels of capital. The regulations include a leverage limit, a tangible capital requirement and a risk-based capital requirement. Specifically, the regulations provide that savings associations must maintain tangible capital equal to 1.5% of adjusted total assets, core capital equal to 3% of adjusted total assets and a combination of core and supplementary capital equal to 8% of risk weighted assets. Pendleton Federal is in compliance with these capital regulations. 12 The OTS capital regulations also require savings associations to maintain capital based on the amount of their exposure to losses from changes in market interest rates ("interest rate risk"). The calculation performed by the OTS indicates that the Savings Bank has no additional capital requirement resulting from excessive exposure to interest rate risk. The following table summarizes the Savings Bank's capital requirements and position at September 30, 1997, and December 31, 1996 in accordance with the capital standards imposed by the OTS. Amounts are in thousands. September 30, December 31, 1997 1996 --------------- ------------- Amount % Amount % ------- ------ ------- ----- Tangible capital $ 4,592 14.1 $ 4,704 15.4 Tangible capital requirement 488 1.5 458 1.5 ------- ------ ------- ----- Excess $ 4,104 12.6 $ 4,264 13.9 ======= ====== ======= ===== Core capital $ 4,592 14.1 $ 4,704 15.4 Core capital requirement 976 3.0 915 3.0 ------- ------ ------- ----- Excess $ 3,616 11.1 $ 3,789 12.4 ======= ====== ======= ===== Tangible capital $ 4,592 $ 4,704 Allowance for loan loss 168 124 ------- ------- Total capital (core and supplemental) 4,760 23.7 4,828 27.8 Risk-based requirement 1,610 8.0 1,392 8.0 ------- ------ -------- ----- Excess $ 3,150 15.7 $ 3,436 19.8 ======= ====== ======== ===== Impact of Inflation and Changing Prices The Consolidated Financial Statements and Notes presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Corporation's operations. Unlike most industrial companies, nearly all the assets and liabilities of the Corporation are monetary in nature. As a result, interest rates have a greater impact on the Corporation's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. Effect of Implementing New Accounting Standards See "Notes to the Consolidated Financial Statements" for discussion of new accounting standards. 13 Asset/Liability Management Pendleton Federal's future financial performance depends to a large extent on how successful the Savings Bank is in limiting the sensitivity of the Savings Bank's earnings and net asset value to changes in interest rates. Such sensitivity may be analyzed by examining the amount by which the market value of the Savings Bank's portfolio equity changes given an immediate and sustained change in interest rates. At September 30, 1997, (the most recent report available) the Savings Bank's market value of portfolio equity would decrease by $642,000 or 12% and increase by $653,000 or 12% given a 200 basis point immediate and sustained increase or decrease, respectively, in interest rates. Based on this analysis, management believes that the Savings Bank has an acceptable level of interest rate risk and is adequately protected from the effects of interest rate fluctuations. Management believes that interest rate risk is one of the most significant factors affecting the Savings Bank's future ability to generate earnings consistently. Accordingly, management has focused on strategies to reduce the Savings Bank's interest risk in recent years. These strategies include the origination of its portfolio of adjustable rate mortgage loans with greater interest rate sensitivity than long term fixed rate mortgage loans, the sale of long term fixed rate loans in the secondary market and increasing the balance of transaction accounts. Sources of non-interest income such as loan servicing fees and service charges on deposits are also emphasized. 14 PENFED BANCORP, INC. PART II OTHER INFORMATION ITEM 1 Legal Proceedings None ITEM 2 Changes in Securities None ITEM 3 Defaults Upon Senior Securities None ITEM 4 Submission of Matters to a Vote of Security Holders None ITEM 5 Other Information ITEM 6 Exhibits and Reports on Form 8-K Exhibits Exhibit 11 - Computation of Earning per share Exhibit 27 - Financial Data Schedule 15 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. PENFED BANCORP, INC. December 3, 1997 /s/ David C. Wills - ---------------- -------------------- Date David C. Wills President and Chief Executive Officer (Duly Authorized Officer) December 3, 1997 /s/ Leann Epperson - ---------------- -------------------- Date Leann Epperson Secretary and Controller (Principal Financial Officer) 16