EXHIBIT 2.2
PRESS RELEASE
Contact: Anthony DiSandro
President and CEO
PSB Bancorp, Inc.
215.979.7910
Conference Call: Thursday, November 3, 2000, 11:00 a.m. E.S.T.
Call-in Number: 1-800-254-5920 Pass code: 98314
Replay (available until 11/7/00):1-888-888-9539
PSB Bancorp, Inc. Announces Agreement to
Acquire Jade Financial Corp.
PSB Bancorp, Inc. (NASDAQ/NMS: PSBI) and Jade Financial
Corp. (NASDAQ/NMS: IGAF) announced today the execution of a
definitive Agreement & Plan of Merger pursuant to which PSB will
acquire Jade Financial Corp. and its wholly-owned subsidiary,
IGA Federal Savings Bank in a cash transaction valued at
approximately $24.1 million. Pursuant to the Agreement, PSB
will purchase 100% of the outstanding shares of Jade Financial
Corp. that PSB does not already own for $13.55 per share. All
Jade shareholders, except its Employee Stock Ownership Plan
("ESOP"), will receive cash consideration. The Jade ESOP may
receive cash, PSB stock or a combination of both. PSB will
purchase its own shares in open market and privately-negotiated
transactions in order to provide shares for the Jade ESOP.
In connection with the transaction, Jade's wholly-owned
subsidiary IGA Federal Savings Bank will merge with and into
PSB's wholly-owned subsidiary, First Penn with the commercial
bank charter of First Penn Bank surviving the merger.
The Agreement is subject to regulatory approval and the
approval of Jade Financial Corp.'s shareholders.
Anthony DiSandro, President and CEO of PSB, stated: "We
are delighted with this acquisition which represents a
significant step in our commitment to profitably expand our
franchise. The acquisition will be immediately accretive to our
earnings per share, will diversify our loan portfolio and
bolster our core deposit base and will provide the customers of
the combined company with an increased number of products and
services. The acquisition will also expand our market presence
in the northern suburbs of Philadelphia."
John J. O'Connell, Chairman of Jade Financial Corp. stated:
"We are very pleased with our affiliation with the growth
oriented, community based organization like PSB Bancorp, Inc.
We believe that this merger is in the best interests of our
shareholders, depositors, customers and employees of our bank."
The transaction will be accounted for as a purchase for
financial reporting purposes.
Repurchase of PSB Stock
As mentioned earlier, PSB intends to commence a share
repurchase program for the purposes of funding the exchange of
shares for Jade's ESOP. Based on current market pricing, PSB
estimates that approximately 400,000 shares will be purchased in
open market and privately-negotiated transactions. These shares
may be reissued to the ESOP upon closing of the transaction. If
PSB is unable to purchase enough shares for Jade's ESOP, the
ESOP would receive cash for its shares and PSB would retire the
repurchased shares.
Extension of Option Agreement
PSB and Lawrence Seidman have extended the term of the
option agreement between the PSB and Mr. Seidman until December
31, 2000. The option agreement was signed on May 30, 2000 and
was scheduled to expire on October 31, 2000. The agreement, as
revised, gives PSB an option to purchase for $13.55 per share
the 103,950 shares of Jade owned by Mr. Seidman.
PSB Third Quarter Earnings and Financial Condition
PSB today reported third quarter net income of $350,000, or
$0.07 per share on a diluted basis. Net income for the nine
months ended September 30, 2000 was $1.7 million, or $0.35 per
share on a diluted basis. At September 30, 2000, PSB had total
assets of $266.4 million, total deposits of $175.4 million, and
shareholders' equity of $37.4 million. PSB is headquartered in
Philadelphia and has seven offices in the Philadelphia
metropolitan region.
Jade Third Quarter Earnings and Financial Condition
Jade today reported third quarter net income of $289,000,
or $0.17 per share on a diluted basis. Net income for the nine
months ended September 30, 2000 was $741,000, or $0.43 per share
on a diluted basis. At September 30, 2000, Jade had total
assets of $214.9 million, deposits of $187.1 million, and
shareholders' equity of $27.7 million. Jade is headquartered in
the Philadelphia suburb of Feasterville, PA and has five offices
in the Philadelphia metropolitan region.
Attachments
1. PSB Bancorp, Inc. September 30, 2000 Financial
Highlights
2. Jade Financial Corp. September 30, 2000 Financial
Highlights
PSB BANCORP, INC
BALANCE SHEETS
(In thousands, except per share data)
September 30, December 31,
2000 1999
(unaudited) (audited)
ASSETS
Cash and due from banks $ 5,185 $ 7,921
Interest bearing deposits with
banks 7,887 9,354
Investment securities - available-
for-sale, at fair value 23,934 22,685
Mortgage-backed securities
available-for-sale, at fair value 42,843 45,951
Mortgage-backed securities held-
to-maturity (fair value of
$943 and $1,032) 943 1,006
Investment securities held-to-
maturity (fair value of
$3,836 and $3,779) 4,000 4,000
BankZip.Com ($1,250) and Other
Investments 3,000 3,750
Loans, less allowance for loan
losses of $1,349 and $1,231,
respectively 160,820 167,787
Loans held for sale 7,927 8,221
Property acquired through loan
foreclosure actions, net 1,169 1,047
Premises and equipment, net 1,817 1,692
Accrued interest receivable 2,551 2,446
Prepaid corporate taxes 773 784
Deferred tax asset 2,426 1,459
Other assets 1,123 1,505
TOTAL ASSETS $266,398 $279,608
LIABILITIES
Deposits
Non-interest bearing 16,301 14,720
Interest bearing 159,090 178,490
175,391 193,210
Borrowed Funds 38,000 34,000
Securities purchased under
agreements to resell 13,385 15,640
Income taxes payable 695 45
Accrued interest payable 646 515
Other liabilities 887 151
Total liabilities 228,959 243,561
SHAREHOLDERS' EQUITY
Common stock-authorized,
17,999,500 shares no par value
issued and outstanding, 4,455,007 0 0
Treasury Stock (489) 0
Additional paid-in capital 40,829 40,873
Employee stock ownership plan (1,239) (1,359)
Accumulated deficit 717 (1,136)
Accumulated other comprehensive
income (loss)(1) (2,379) (2,331)
Total shareholders' equity 37,439 36,047
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $266,398 $279,608
(1) PSB has established a reserve of 50% of its investment in
BankZip.com due to a recent restructuring of BankZip.com's
operations and modification of BankZip's business model.
PSB BANCORP, INC
STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three months ended
9/30/00 9/30/99
(unaudited) (unaudited)
INTEREST INCOME
Loans, including fees $3,878 $3,421
Investment securities 1,183 1,207
Deposits with banks 65 138
Total interest income 5,126 4,766
INTEREST EXPENSE
Interest on deposits 1,937 2,120
Interest on borrowings 765 185
Interest - other 0 0
Total interest expense 2,702 2,305
Net interest income 2,424 2,461
PROVISION FOR LOAN LOSSES 0 0
Net interest income after
provision for loan losses 2,424 2,461
NON-INTEREST INCOME 144 302
NON-INTEREST EXPENSES
Salaries and employee benefits 1,063 893
Occupancy and equipment 303 323
Other operating 677 652
Total non-interest expenses 2,043 1,868
Income before income taxes 525 895
INCOME TAXES 175 104
NET INCOME $ 350 $ 791
Net income per common share
Basic $ .08 $ .17
Diluted .07 .14
PSB BANCORP, INC
STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Nine months ended
9/30/00 9/30/99
(unaudited) (unaudited)
$11,111 $11,111
INTEREST INCOME
Loans, including fees $12,019 $ 9,551
Investment securities 3,672 2,919
Deposits with banks 108 798
Total interest income 15,799 13,268
INTEREST EXPENSE
Interest on deposits 5,859 6,236
Interest on borrowings 1,917 301
Interest - other 0 0
Total interest expense 7,776 6,537
Net interest income 8,023 6,731
PROVISION FOR LOAN LOSSES 100 -
Net interest income after
provision for loan losses 7,923 6,731
NON-INTEREST INCOME 468 866
NON-INTEREST EXPENSE
Salaries and employee benefits 3,218 2,611
Occupancy and equipment 867 936
Other operating 1,961 1,912
Total non-interest expense 6,046 5,459
Income before income taxes 2,345 2,138
INCOME TAXES 650 221
NET INCOME $ 1,695 $ 1,917
Net income per common share
Basic $ .39 $ .42
Diluted .35 .33
JADE FINANCIAL CORP.
Consolidated Statement of Financial Condition
ASSETS September 30, December 31,
2000 1999
(In Thousands) (Unaudited) (Audited)
Cash and cash equivalents:
Cash and due from banks $ 11,856 $ 6,630
Interest bearing deposits in
other financial institutions 350 47
Federal Funds 4,527 6,565
Restricted cash 0 0
Total cash and cash equivalents $ 16,733 $ 13,242
Investment securities,
available-for-sale 40,543 40,783
Mortgage-backed securities
available-for-sale 7,745 8,859
Investment securities held-to-
maturity 0 0
Mortgage-backed securities
held-to-maturity 3,117 4,314
(fair value of $3,038 and
$4,209)
BankZip.Com (subordinate debenture) 1,250 2,500
Loans receivable, net 127,275 114,081
Property, equipment and leasehold
improvements, net of accumulated
depreciation 2,647 1,890
Federal Home Loan Bank stock,
at cost 1,000 834
Accrued interest receivable 1,176 802
Other Real Estate Owned (OREO) 0 0
Reorganization costs, net 132 162
Bank Owned Life Insurance - BOLI 10,420 10,021
Deferred tax asset, net 1,525 1,177
Prepaid expenses and other assets 1,313 911
TOTAL ASSETS $214,876 $199,576
======== ========
LIABILITIES AND EQUITY
LIABILITIES:
Deposits $165,937 $156,124
Advances from FHLBank 20,000 15,000
Advances from borrowers for taxes 468 618
Accounts payable and accrued
expenses 777 594
Total liabilities $187,182 $172,336
EQUITY:
Common Stock, $.01 par value,
1,872,923 shares 19 19
issued and outstanding at
9/30/00
Additional Paid-in Capital 14,173 14,130
Contra Equity - unearned common
stock acquired (957) (1,044)
by the Employee Stock
Ownership Plan
Commitments and contingencies 0 0
Retained Earnings 16,628 15,853
Accumulated other comprehensive
income (loss) (1) (2,169) (1,718)
Total Equity $ 27,694 $ 27,240
TOTAL LIABILITIES AND EQUITY $214,876 $199,576
======== ========
(1) Jade has established a reserve of 50% of its investment in
BankZip.com due to a recent restructuring of BankZip.com's
operations and modification of BankZip.com's business model.
<TABLE>
<CAPTION>
JADE FINANCIAL CORP.
CONSOLIDATED STATEMENT OF INCOME
Three months ended Nine months ended
September 30, September 30,
2000 1999 2000 1999
(Unaudited) (Unaudited)
(In thousands) (In thousands)
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest on loans $2,670 $2,253 $ 7,547 $6,595
Investment and mortgage -backed
securities 838 840 2,568 2,247
Interest -earning deposits 27 17 51 72
Federal Funds 102 27 280 210
Total interest income $3,637 $3,137 $10,446 $9,124
INTEREST EXPENSE:
Interest on deposits $1,510 $1,308 $ 4,291 $3,950
Interest on borrowed funds 343 56 737 59
Total interest expense $1,853 $1,364 $ 5,028 $4,009
Net Interest Income $1,784 $1,773 $ 5,418 $5,115
PROVISION FOR POSSIBLE LOAN LOSSES 135 135 565 405
Net interest income after
provision for possible $1,649 $1,638 $ 4,853 $4,710
loan losses
NON INTEREST INCOME:
Loan fees $ 8 $ 10 $ 32 $ 36
Service charges 144 133 409 355
Other Income 337 142 1,006 387
Security gains or losses 12 0 (88) 0
Total noninterest income $ 501 $ 285 $ 1,359 $ 778
NON INTEREST EXPENSES:
Compensation and employee
benefits $ 916 $ 732 $ 2,744 $2,194
Office and occupancy costs 420 477 1,204 1,309
Printing and Postage 68 60 196 188
Loan servicing 46 44 122 126
Professional fees 116 30 304 114
Bank and MAC charges 179 190 514 545
Advertising, marketing and
promotions 29 36 126 111
Insurance Expense 29 30 96 85
Other - Foundation Expense 0 0 0 0
Total noninterest expenses $1,803 $1,599 $5,306 $4,672
INCOME BEFORE PROVISION FOR
INCOME TAXES $ 347 $ 324 $ 906 $ 816
Provision for federal and
state income taxes
Current 58 145 281 317
Deferred 0 (30) (116) (32)
Total income tax provision $ 58 $ 115 $ 165 $ 285
NET INCOME $ 289 $ 209 $ 741 $ 531
====== ====== ===== ======
</TABLE>
Earnings per share
Three Months Ended
September 30, 2000
Net Income $ 289,000
Weighted average number of common shares
outstanding 1,872,923
Average ESOP shares not committed to be
released (130,500)
Weighted average number of common shares
outstanding for basic earnings per share
computation purposes 1,742,423
Dilutive effects of employee stock options 0
Weighted average shares and common share
equivalents 1,742,423
Basic earnings per share $ 0.17
Diluted earnings per share $ 0.17
