UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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 0-27716
YONKERS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3870836
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6 EXECUTIVE PLAZA, YONKERS, NEW YORK 10701
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (914) 965-2500
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Classes of Common Stock Number of Shares Outstanding, March 31, 2000
- ----------------------- ---------------------------------------------
$0.01 Par Value 2,228,739
<PAGE>
YONKERS FINANCIAL CORPORATION
FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 2000
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at March 31, 2000 and
September 30, 1999 ......................................2
Consolidated Statements of Income for the Three and Six
Months ended March 31, 2000 and 1999.....................3
Consolidated Statement of Changes in Stockholders' Equity
for the Six Months Ended March 31, 2000.................4
Consolidated Statements of Cash Flows for the Six Months
Ended March 31, 2000 and 1999...........................5
Notes to Consolidated Financial Statements.................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ...........8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk ............................................21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................21
Item 2. Changes in Securities ....................................21
Item 3. Defaults Upon Senior Securities ..........................21
Item 4. Submission of Matters to a Vote of Security Holders ......22
Item 5. Other Information ........................................22
Item 6. Exhibits and Reports on Form 8-K .........................22
Signature Page ...........................................24
<PAGE>
Part I - Item 1
<TABLE>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 31, September 30,
2000 1999
<S> <C> <C>
ASSETS
Cash and cash equivalents: 8,511 4,651
--------- ---------
Securities:
Available-for-sale, at fair value (amortized cost of $120,996 in 2000
and $123,317 in 1999) 111,180 116,712
Held-to-maturity, at amortized cost (fair value of $21,959 in 2000
and $43,948 in 1999) 18,890 21,936
---------- ---------
Total securities 130,070 138,648
--------- ---------
Real estate mortgage loans held for sale, at lower of cost or market value 1,451 1,226
--------- ---------
Loans receivable, net:
Real estate mortgage loans 351,550 291,199
Consumer and commercial business loans 8,895 8,254
Allowance for loan losses (1,566) (1,503)
---------
Total loans receivable, net 358,879 297,950
--------- ---------
Federal Home Loan Bank ("FHLB") stock 9,298 7,397
Accrued interest receivable 2,944 2,750
Office properties and equipment, net 2,072 1,984
Other assets 4,111 3,089
--------- ---------
Total assets $ 517,336 $ 457,695
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 304,081 $ 272,974
Securities repurchase agreements 98,193 99,987
FHLB advances 78,500 47,948
Other liabilities 4,452 4,769
--------- ---------
Total liabilities 485,226 425,678
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock (par value $0.01 per share; 100,000
shares authorized; none issued or outstanding) -- --
Common stock (par value $0.01 per share: 4,500,000
shares authorized; 3,570,750 shares issued) 36 36
Additional paid-in capital 35,366 35,225
Unallocated common stock held by employee stock
ownership plan ("ESOP") (1,714) (1,857)
Unamortized awards of common stock under management
recognition plan ("MRP") (475) (621)
Treasury stock, at cost (1,332,011 shares in 2000 and
844,511 shares in 1999) (22,037) (21,866)
Retained income, substantially restricted 24,771 23,652
Accumulated other comprehensive loss (note 2) (3,837) (2,552)
--------- ---------
Total stockholders' equity 32,110 32,017
--------- ---------
Total liabilities and stockholders' equity $ 517,336 $ 457,695
========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
<TABLE>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Three Months For the Six Months
----------------------- ---------------------
Ended March 31, Ended March 31,
----------------------- ---------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest and dividend income:
Loans $ 6,463 $ 3,785 $12,505 $ 7,544
Securities 2,327 2,503 4,714 5,182
Other earning assets 181 184 340 367
-------- ------- -------- --------
Total interest and dividend income 8,971 6,472 17,559 13,093
-------- ------- -------- --------
Interest expense:
Deposits 2,803 2,340 5,478 4,721
Securities repurchase agreements 1,565 1,068 3,179 2,315
FHLB advances 1,081 171 1,928 307
Total interest expense 5,449 3,579 10,585 7,343
--------- ------- -------- --------
Net interest income 3,522 2,893 6,974 5,750
--------- ------- -------- --------
Provision for loan losses 35 75 70 150
--------- ------- -------- --------
Net interest income after provision for loan 3,487 2,818 6,904 5,600
losses --------- ------- -------- --------
Non-interest income:
Service charges and fees 346 182 615 323
Net gain on sales of real estate mortgage
loans held for sale 24 109 47 246
Net gain (loss) on sales of securities (3) 70 1 73
Other 51 82 65 91
--------- ------- -------- --------
Total non-interest income 418 443 728 733
--------- ------- -------- --------
Non-interest expense:
Compensation and benefits 1,396 1,115 2,863 2,271
Occupancy and equipment 356 323 694 551
Data processing service fees 209 169 388 319
Federal deposit insurance costs 14 35 52 68
Other 671 558 1,252 933
Total non-interest expense 2,646 2,200 5,249 4,142
--------- ------- -------- --------
Income before income tax expense 1,259 1,061 2,383 2,191
Income tax expense 465 394 885 857
--------- ------- -------- --------
Net income $ 794 $ 667 $ 1,498 $ 1,334
--------- ------- -------- --------
--------- ------- -------- --------
Earnings per common share (note 3):
Basic $ 0.40 $ 0.27 $ 0.75 $ 0.54
Diluted 0.39 0.27 0.73 0.54
--------- ------- -------- --------
--------- ------- -------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
Unallocated Unamortized
Common Awards of Accumulated
Additional Stock Common Other Total
Common Paid-in Held Stock Treasury Retained Comprehensive Stockholders
Stock Capital by ESOP Under MRP Stock Income Loss Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1999 $ 36 $35,225 $(1,857) $ (621) $(21,866) $23,652 $(2,552) $32,017
Net income -- -- -- -- -- 1,498 -- 1,498
Dividends paid ($0.18 per share) -- -- -- -- -- (379) -- (379)
Common stock repurchased (10,000 shares) (171) (171)
Amortization of MRP awards -- -- -- 146 -- -- -- 146
Tax benefits from vested
MRP awards -- 43 -- -- -- -- -- 43
ESOP shares released for
allocation (14,284 shares) -- 98 143 -- -- -- -- 241
Increase in net unrealized loss on
available-for-sale securities, net of tax -- -- -- -- -- -- (1,285) (1,285)
Balance at March 31, 2000 $ 36 $35,366 $(1,714) $ (475) $(22,037) $24,771 $(3,837) $32,110
</TABLE>
See accompanying notes to consolidated financial statements
-4-
<PAGE>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
For the Six Months
Ended March 31,
2000 1999
----- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,498 $1,334
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 70 150
ESOP and MRP expense 387 348
Depreciation and amortization expense 236 168
Amortization of deferred fees, discounts and premiums, net 106 159
Net gain on sales of real estate mortgage loans held for sale (47) (246)
Net (gain) loss on sales of securities (1) (73)
Other adjustments, net (632) 689
-------- ------
Net cash provided by operating activities 1,617 2,529
-------- ------
Cash flows from investing activities:
Purchases of available-for-sale securities (178) (37,098)
Proceeds from principal payments, maturities and calls of securities:
Available-for-sale 3,458 26,369
Held-to-maturity 3,053 16,025
Proceeds from sales of securities:
Available-for-sale 98 17,296
Held-to-maturity
Disbursements for loan originations (79,899) (69,599)
Principal collections on loans 13,031 20,834
Proceeds from sales of loans 5,590 29,307
Purchases of FHLB stock (1,901) --
Other investing cash flows (324) (514)
-------- ------
Net cash (used in) provided by investing activities (57,072) 2,620
-------- ------
Cash flows from financing activities:
Net increase in deposits 31,107 22,044
Net (decrease) increase in borrowings with
original terms of three months or less:
Securities repurchase agreements (15,768) (32,178)
FHLB advances (19,575) 15,000
Proceeds (Repayments of) from longer-term borrowings 64,101 (4,600)
Common stock repurchased (171) --
Dividends paid (379) (402)
-------- ------
Net cash provided (used in) by financing activities 59,315 (136)
-------- ------
Net increase in cash and cash equivalents 3,860 5,013
Cash and cash equivalents at beginning of period 4,651 4,195
b -------- ------
Cash and cash equivalents at end of period $ 8,511 $ 9,208
-------- ------
-------- ------
Supplemental information:
Interest paid $ 10,057 $ 7,202
Income taxes paid -- 361
-------- ------
-------- ------
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
---------------------
Yonkers Financial Corporation (the "Holding Company") was incorporated
under the laws of the State of Delaware and on April 18, 1996 became the savings
and loan holding company of The Yonkers Savings and Loan Association, FA (the
"Association") in connection with the Association's conversion from a federally
chartered mutual savings and loan association to a federally chartered stock
savings and loan association (the "Conversion"). Concurrent with the Conversion,
the Holding Company sold 3,570,750 shares of its common stock in a subscription
and community offering at a price of $10 per share, resulting in net proceeds of
$34.6 million. The assets of the Holding Company consist of the stock of the
Association, certain short-term and other investments, and a loan to its
Employee Stock Ownership Plan (the "ESOP"). Collectively, the Holding Company
and the Association are referred to herein as the "Company".
On March 31, 1999 the Association established a real estate investment
trust, Yonkers REIT, Inc. (the "REIT"), a wholly owned subsidiary. On such date,
$119.3 million in real estate loans was transferred from the Association to the
REIT. On March 31, 2000, $114.7 million in real estate loans were held by the
REIT. The assets transferred to the REIT are viewed by regulators as part of the
Association's assets in consolidation.
The unaudited consolidated financial statements included herein have been
prepared in conformity with generally accepted accounting principles. In the
opinion of management, the unaudited consolidated financial statements include
all adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the financial position and results of operations for the interim
periods presented. The results of operations for the six months ended March 31,
2000 are not necessarily indicative of the results of operations which may be
expected for the fiscal year ending September 30, 2000.
Certain financial information and footnote disclosures normally included in
annual financial statements prepared in conformity with generally accepted
accounting principles have been omitted pursuant to the rules and regulations of
the Securities and Exchange Commission. The unaudited interim consolidated
financial statements presented herein should be read in conjunction with the
annual consolidated financial statements of the Company as of and for the fiscal
year ended September 30, 1999, included in the Form 10-K.
(2) Comprehensive Income
--------------------
During the quarter ended December 31, 1998, the Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income (and its components) in financial statements. The standard does not,
however, specify when to recognize or how to measure items that make up
-6-
<PAGE>
comprehensive income. Comprehensive income represents net income and certain
amounts reported directly in stockholders' equity, such as the net unrealized
gain or loss on securities available for sale. While SFAS No. 130 does not
require a specific reporting format, it does require that an enterprise report
an amount representing total comprehensive income for the period. Total
comprehensive income for the six months ended March 31, 2000 was $213,000
consisting of $1.5 million in net income less a net increase of $1.3 million in
the after-tax net unrealized loss on available-for-sale securities. For the six
months ended March 31, 1999, total comprehensive loss of $10,000 consisted of
net income of $1,334,000 less a net decrease of $1,344,000 in the after-tax net
unrealized gain on available-for-sale securities.
(3) Earnings Per Share
------------------
The Company reports both basic and diluted earnings per share ("EPS") in
accordance with SFAS No. 128, "Earnings Per Share". Basic EPS excludes dilution
and is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock (such as stock options) were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity. Diluted EPS is computed by dividing
net income by the weighted average number of common shares outstanding for the
period plus common-equivalent shares computed using the treasury stock method.
Unallocated ESOP shares that have not been committed to be released to
participants are excluded from outstanding shares in computing both basic and
diluted EPS.
The following is a summary of the number of shares utilized in the
Company's EPS calculations for the three and six months ended March 31, 2000 and
1999. For purposes of computing basic EPS, net income applicable to common stock
equaled net income for both periods presented.
<TABLE>
For the Three Months For the Six Months
Ended March 31, Ended March 31,
2000 1999 2000 1999
---- ---- ---- ----
(In Thousands)
<S> <C> <C> <C> <C>
Weighted average common shares outstanding
for computation of basic EPS (1) 2,008 2,456 2,007 2452
Common-equivalent shares due to the dilutive effect of
stock options and MRP awards (2) 43 32 55 24
Weighted average common shares for
computation of diluted EPS 2,051 2,488 2,062 2476
</TABLE>
(1) Excludes unvested MRP awards and unallocated ESOP shares that have not been
committed to be released.
(2) Computed using the treasury stock method.
-7-
<PAGE>
Part I. Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Forward-Looking Statements
When used in this Form 10-Q or future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project", "believe" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company wishes to caution readers not to
place undue reliance on any forward-looking statements, which speak only as of
the date made, and to advise readers that various factors, including regional
and national economic conditions, changes in levels of market interest rates,
credit risks of lending activities, and competitive and regulatory factors,
could affect the Company's financial performance and could cause actual results
for future periods to differ materially from those anticipated or projected.
The Company does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
Comparison of Financial Condition at March 31, 2000 and September 30, 1999
Total assets at March 31, 2000 amounted to $517.3 million, representing an
increase of $59.6 million from $457.7 at September 30, 1999. Asset growth during
the period related primarily to increased loan volume funded by deposits and
borrowings reflecting the continued growth of the Company's retail franchise.
Overall, total loans (loans receivable and mortgage loans held for sale)
increased $61.1 million to $360.3 million at March 31, 2000 from $299.2 million
at September 30, 1999. The loan growth during the six months ended March 31,
2000 primarily reflects loan originations net of repayments of $66.9 million
less loans sold of $5.6 million. The portfolio growth in the nine month period
primarily reflects increases of $42.5 million in one to four family mortgage
loans, $12.2 million in multi-family loans, $4.6 million in commercial real
estate loans, $2.2 million in construction loans, $699,000 in consumer loans,
partially offset by a decrease of $972,000 in land loans. Total securities at
March 31, 2000 decreased $8.5 million to $130.1 million from $138.6 million at
September 30, 1999.
Deposit liabilities increased $31.1 million to $304.1 million at March 31,
2000 from $273.0 million at September 30, 1999. The increase in deposit
liabilities primarily reflects growth in the Company's in-store branch network
of $20.7 million as well as aggressive cross-selling programs. Total borrowings
-8-
<PAGE>
increased by $28.8 million to $176.7 million at March 31, 2000 from $147.9
million at September 30, 1999. Funds from increased borrowings and deposit
growth were primarily used to fund new loans.
Stockholders' equity increased by $93,000 to $32.1 million at March 31,
2000 from $32.0 million at September 30, 1999. The increase is primarily
attributable to net income retained after dividends of $1.1 million and a
combined increase of $430,000 relating to the employee stock ownership plan and
the management recognition plan, partially offset by a $1.3 million increase in
the after-tax net unrealized loss on available-for-sale securities and $171,000
in treasury stock repurchases. The ratio of stockholders' equity to total assets
decreased to 6.2% at March 31, 2000 from 7.0 % at September 30, 1999 reflecting
the substantial growth in assets. Book value per share (computed based on total
shares issued less treasury shares) increased to $14.41 at March 31, 2000, from
$14.30 at September 30, 1999. See "Liquidity and Capital Resources" for
information regarding the Association's regulatory capital amounts and ratios.
Analysis of Net Interest Income
The following table sets forth the Company's average balance sheets, average
yields and costs (on an annualized basis), and certain other information for the
three and six months ended March 31, 2000 and 1999. The yields and costs were
derived by dividing interest income or expense by the average balance of assets
or liabilities, respectively, for the periods shown. Substantially all average
balances were computed based on daily balances. Interest income includes the
effect of deferred fees, discounts, and premiums which are considered yield
adjustments.
-9-
<PAGE>
<TABLE>
For the Quarter Ended March 31,
------------------------------------------------------------------------------------
2000 1999
---------------------------------------- ----------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
Interest-earning assets:
Loans (1) $ 354,616 $ 6,463 7.29% $206,204 $ 3,785 7.34%
Mortgage-backed securities (2) 91,576 1,570 6.86 115,569 1,827 6.32
Other securities (2) 40,537 757 7.47 38,519 676 7.02
Other earning assets 13,463 181 5.38 15,409 184 4.78
------------- ----------- ------------ -----------
Total interest-earning assets 500,192 $ 8,971 7.17 375,701 $ 6,472 6.89
=========== ===========
Allowance for loan losses (1,544) (1,404)
Non-interest-earning assets 10,936 8,538
------------- -------------
Total assets $ 509,584 $382,835
============= =============
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
NOW, club and money market accounts $ 62,706.00 $338 2.16% $ 55,151.00 $313.00 2.27%
Regular savings accounts (3) 54,545 234 1.72 47,942 232 1.94
Savings certificate accounts 172,498 2,231 5.17 141,191 1,795 5.09
------------- ----------- ------------- -----------
Total interest-bearing deposits 289,749 2,803 3.87 244,284 2,340 3.83
Borrowings 182,424 2,646 5.80 90,209 1,239 5.49
------------- ----------- ------------- -----------
Total interest-bearing liabilities 472,173 $ 5,449 4.62 334,493 $ 3,579 4.28
=========== ===========
Non-interest-bearing liabilities 5,625 6,390
------------- -------------
Total liabilities 477,798 340,883
Stockholders' equity 31,786 41,952
------------- -------------
Total liabilities and stockholders' eq$ity 509,584 $ 382,835
============= =============
Net interest income $ 3,522 $ 2,893
=========== ===========
Average interest rate spread (4) 2.55% 2.61%
Net interest margin (5) 2.82% 3.08%
Net interest-earning assets (6) $ 28,019 $ 41,208
============= =============
Ratio of average interest-earning assets to
average interest-bearing liabilities 105.93% 112.32%
</TABLE>
(1) Balances are net of deferred loan fees and construction loans in process,
and include loans receivable and loans held for sale. Non-accrual loans are
included in the balances.
(2) Average balances represent amortized cost.
(3) Includes mortgage escrow accounts.
(4) Average interest rate spread represents the difference between the yield on
average interest-earning assets and the cost of average interest- bearing
liabilities. (5) Net interest margin represents net interest income divided by
average total interest-earning assets.
(6) Net interest-earning assets represents total interest-earning assets less
total interest-bearing liabilities.
-10-
<PAGE>
<TABLE>
For the Six Months Ended March 31,
--------------------------------------------------------------------------------
2000 1999
---------------------------------------- -------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
Interest-earning assets:
Loans (1) $ 341,644 $ 12,505 7.32% $201,137 $ 7,544 7.50%
Mortgage-backed securities (2) 93,770 3,197 6.82 116,723 3,691 6.32
Other securities (2) 40,904 1,517 7.42 42,231 1,491 7.06
Other earning assets 13,254 340 5.13 14,647 367 5.01
-------- -------- -------- --------
Total interest-earning assets 489,572 $ 17,559 7.17 374,738 $ 13,093 6.99
-------- -------- -------- --------
-------- --------
Allowance for loan losses (,1537) (1,366)
Non-interest-earning assets 11,668 8,260
--------- --------
Total assets $ 499,703 $381,632
--------- --------
-------- --------
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
NOW, club and money market accouts $ 61,390 $ 665 2.17% $ 54,116 $ 622 2.30%
Regular savings accounts (3) 5,3910 473 1.75 47,176 479 2.03
Savings certificate accounts 170,676 4,340 5.09 137,655 3,620 5.26
--------- -------- -------- --------
Total interest-bearing deposits 285,976 5,478 3.83 238,947 4,721 3.95
Borrowings 177,258 5,107 5.76 94,055 2,623 5.58
--------- -------- -------- --------
Total interest-bearing liabilities 463,234 $ 10,585 4.57 333,002 $ 7,344 4.41
-------- --------
-------- --------
Non-interest-bearing liabilities 4,560 7,637
Total liabilities 467,794 340,639
--------
Stockholders' equity 31,909 40,993
--------
Total liabilities and stockholders'
equity $499,703 $381,632
-------- --------
-------- --------
Net interest income $ 6,974 $ 5,749
-------- --------
-------- --------
Average interest rate spread (4) 2.60% 2.58%
Net interest margin (5) 2.85% 3.07%
Net interest-earning assets (6) $ 26,338 $ 41,736
-------- --------
-------- --------
Ratio of average interest-earning assets
to average interest-bearing liabilities 105.69% 112.53%
</TABLE>
(1) Balances are net of deferred loan fees and construction loans in process,
and include loans receivable and loans held for sale. Non-accrual loans are
included in the balances.
(2) Average balances represent amortized cost.
(3) Includes mortgage escrow accounts.
(4) Average interest rate spread represents the difference between the yield on
average interest-earning assets and the cost of average interest-bearing
liabilities.
(5) Net interest margin represents net interest income divided by average total
interest-earning assets.
(6) Net interest-earning assets represents total interest-earning assets less
total interest-bearing liabilities.
-11-
<PAGE>
The following table presents the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities affected the Company's interest income and interest expense during
the three months and six months ended March 31, 2000, compared to the same
period in the prior year. Information is provided in each category with respect
to (i) changes attributable to changes in volume (changes in volume multiplied
by prior rate), (ii) changes attributable to changes in rate (changes in rate
multiplied by prior volume), and (iii) the net change. The changes attributable
to the combined impact of volume and rate have been allocated proportionately to
the changes due to volume and the changes due to rate.
<TABLE>
For the Quarter Ended March 31, For the Six Months Ended March 31,
2000 Compared to 1999 1999 Compared to 1998
--------------------------------------- ---------------------------------------------
Increase (Decrease) Increase (Decrease)
Due to Net Due to Net
------------------------ --------------------------
Volume Rate Change Volume Rate Change
---------- ---------- ---------- ---------- ----------- --------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans $ 2,704 $ (26) $ 2,678 $ 5,146 $ (185) $ 4,961
Mortgage-backed securities (403) 146 (257) (768) 274 (494)
Other securities 36 45 81 (48) 74 26
Other earning assets (25) 22 (3) (36) 9 (27)
-------- ---------- --------- ---------- ----------- ---------------
Total 2,312 187 2,499 4,294 172 4,466
-------- ---------- --------- ---------- ----------- ---------------
Interest-bearing liabilities:
NOW, club and money market accounts 41 (16) 25 80 (37) 43
Regular savings accounts 30 (28) 2 64 (70) (6)
Savings certificate accounts 407 29 436 841 (121) 720
Borrowings 1,333 74 1,407 2,397 87 2,484
-------- ---------- ---------- ---------- ---------------
Total 1,811 59 1,870 3,382 (141) 3,241
-------- ---------- ---------- ---------- ---------- ---------------
Net change in net interest income $ 501 $ 128 $ 629 $ 912 $ 313 $ 1,225
======== ========= ========= ========== ========== ===============
</TABLE>
Comparison of Operating Results for the Three Months Ended March 31, 2000
and 1999
General. Net income for the three months ended March 31, 2000 was $794,000
or diluted EPS of $0.39 compared to net income of $667,000 or diluted EPS of
$0.27 for the quarter ended March 31, 1999. Basic earnings per common share were
$0.40 for the quarter ended March 31, 2000 compared to $0.27 for the same period
in 1999. The increase in net income of $127,000 reflects an increase of $629,000
in net interest income, a $71,000 increase in income tax expense and a $40,000
decrease in the provision for loan losses, partially offset by a $446,000
increase in non-interest expense, and a $25,000 decrease in non-interest income.
-12-
<PAGE>
Net Interest Income. Net interest income for the quarter ended March 31,
2000 was $3.5 million, an increase of $629,000 from $2.9 million for the prior
year's period. The increase primarily reflects the positive effect on net
interest income of higher average interest-earning assets, primarily
attributable to the investment of proceeds from deposit and borrowing growth,
partially offset by a decline in the average interest rate spread. The decline
in the average interest rate spread primarily reflects an increase in the cost
of funds due to a larger proportion of higher-rate borrowings to total
interest-bearing funds, partially offset by an increase in the yield on
mortgage-backed securities and other investments. The Company's average interest
rate spread decreased to 2.55% for the quarter ended March 31, 2000 from 2.61%
for the same quarter last year, while the net interest margin decreased to 2.82%
from 3.08% a year earlier.
Interest Income. Interest and dividend income totaled $9.0 million for the
three months ended March 31, 2000, an increase of $2.5 million compared to $6.5
million for the three months ended March 31, 1999. This increase reflects the
effect of a $124.5 million increase in total average interest-earning assets
coupled with a 28 basis point increase in the average yield on such assets to
7.17% for the three months ended March 31, 2000 from 6.89% for the same period
in the prior year.
Interest income on loans increased $2.7 million for the three months ended
March 31, 2000 compared to the same period in the prior year, reflecting the
effect of a $148.4 million increase in the average balance partially offset by a
5 basis point decrease in the average yield. The increase in the average balance
of loans was primarily attributable to an increase in one- to four-family
residential mortgage loans. The decline in the average yield was primarily
attributable to the origination of lower-yielding one- to four-family adjustable
rate mortgage loans with initial fixed-rate periods of five, seven, or ten
years, with annual adjustments thereafter.
On a combined basis, interest and dividend income on mortgage-backed and
other securities decreased $176,000 to $2.3 million for the three months ended
March 31, 2000 from $2.5 million for the three months ended March 31, 1999.
Interest on mortgage-backed securities decreased by $257,000 attributable to the
effects of a $24.0 million decrease in the average balance partially offset by a
54 basis point increase in the average yield. Interest on other securities
increased by $81,000, primarily attributable to a $2.0 million increase in the
average balance and a 45 basis point increase in the average yield.
Interest and dividend income on other earning assets decreased $3,000,
primarily attributable to a $1.9 million decrease in the average balance,
partially offset by a 60 basis point increase in the average yield.
Interest Expense. Interest expense totaled $5.4 million for the three
months ended March 31, 2000, an increase of $1.9 million from the prior year's
quarter. Interest expense on deposits increased $463,000 compared to the same
period in the prior year, reflecting the effect of an $45.5 million increase in
the average balance, coupled with a 4 basis point increase in the average rate
on interest-bearing deposits to 3.87% for the three months ended March 31, 2000
from 3.83% for the three months ended March 31, 1999. The increase in average
-13-
<PAGE>
interest-bearing deposits consisted of a $31.3 million increase in average
savings certificate accounts (to $172.5 million from $141.2 million), a $7.5
million increase in average NOW, club and money market accounts (to $62.7
million from $55.2 million) and a $6.6 million increase in average regular
savings accounts (to $54.5 million from $47.9 million).
Interest expense on borrowings increased $1.4 million to $2.6 million for
the three months ended March 31, 2000 from $1.2 million for the three months
ended March 31, 1999, as the Company continued to increase borrowings, primarily
Federal Home Loan Bank (FHLB) advances, to leverage available capital and
support further loan growth. Total borrowings averaged $182.4 million for the
three months ended March 31, 2000 at an average rate of 5.80% compared to $90.2
million and 5.49%, respectively, for the prior-year quarter. See "Liquidity and
Capital Resources" for further discussion of the Company's securities repurchase
agreements.
Provision for Loan Losses. The Company records provisions for loan losses,
which are charged to earnings, in order to maintain the allowance for loan
losses at a level which is considered appropriate to absorb probable losses
inherent in the existing loan portfolio. The provision in each period reflects
management's evaluation of the adequacy of the allowance for loan losses.
Factors considered include the volume and type of lending conducted, the
Company's previous loan loss experience, the known and inherent risks in the
loan portfolio, adverse situations that may affect the borrowers' ability to
repay, the estimated value of any underlying collateral, and current economic
conditions.
The provision for loan losses was $35,000 and $75,000 for the three months
ended March 31, 2000 and 1999, respectively. Non-performing loans totaled
$400,000 at March 31, 2000, compared to $755,000 at September 30, 1999 and
$777,000 at March 31, 1999. See "Asset Quality" for a further discussion of the
Company's non-performing assets and allowance for loan losses.
Non-Interest Income. Non-interest income for the three months ended March 31,
2000 decreased $25,000 to $418,000, from $443,000 for the comparable period in
1999. The decrease is primarily attributable to a $85,000 decrease in the net
gain on sales of real estate mortgage loans held for sale, a $73,000 decrease in
the net gain on sales of securities, a $31,000 decrease in other non-interest
income, partially offset by a $164,000 increase in service charges and fee
income. In the three months ended March 31, 2000, mortgage loan sales totaled
$2.6 million resulting in net gains of $24,000 (including the recognition of
mortgage servicing assets), as compared to loan sales of $9.2 million in the
1999 quarter, which resulted in gains of $109,000. The net loss on sales of
securities amounted to $3,000 for the three months ended March 31, 2000 as
compared to gains of $70,000 for the March 31, 1999, quarter. The increase in
service charges and fee income primarily results from $78,000 in income from
Yonkers Financial Services, Inc, a wholly-owned subsidiary of the Association
that began its operations to sell annuities and mutual funds in the quarter
ended December 31, 1999, as well as increases in transaction volume.
-14-
<PAGE>
Non-interest Expense. Non-interest expense increased $446,000 to $2.6
million for the three months ended March 31, 2000, compared to $2.2 million for
the three months ended March 31, 1999. Compensation and benefits expense
increased $281,000 from the prior-year primarily due to increased costs relating
to additional staffing in three new in-store branches and the loan department
coupled with performance-based increases for certain staff members. The $113,000
increase in other non-interest expense is primarily attributable to costs
associated with the proxy fight that was successfully concluded in January of
this year. The increases of $40,000 in data processing service fees and $33,000
in occupancy and equipment expense primarily reflects increased costs associated
with the establishment of in-store branches in May 1999, September 1999, and
October 1999.
Income Tax Expense. Income tax expense was $465,000 for the three months
ended March 31, 2000 and $394,000 for the comparable 1999 period, reflecting
higher pre-tax income and effective tax rates of 36.9% and 37.13 %,
respectively.
Comparison of Operating Results for the Six Months Ended March 31, 2000 and 1999
General. Net income for the six months ended March 31, 2000 was $1.5
million or diluted earnings per common share of $0.73, compared to net income of
$1.3 million or diluted earnings per common share of $0.54 for the six months
ended March 31, 1999. The $164,000 increase in net income was attributable to a
$1.2 million increase in net interest income, a $80,000 decrease in the
provision for loan losses, partially offset by a $1.1 million increase in
non-interest expense, a $28,000 increase in income tax expense, and a $5,000
decrease in non-interest income.
Net Interest Income. Net interest income for the six months ended March 31,
2000 was $7.0 million, as compared to $5.8 million for the same period in the
prior year. The increase primarily reflects the positive effect on net interest
income of higher average interest earning assets, primarily attributable to the
investment of proceeds from deposits and borrowing growth and an increase in the
average interest rate spread. The Company's average interest rate spread
increased to 2.60% for the six months ended March 31, 2000 from 2.58% for the
same period in the prior year, while the net interest margin decreased to 2.85%
for the 2000 six month period from 3.07% a year earlier.
Interest Income. Interest and dividend income totaled $17.6 million for the
six months ended March 31, 2000, an increase of $4.5 million compared to $13.1
million for the six months ended March 31, 1999. This increase reflects the
effect of a $114.8 million increase in total average interest-earning assets and
an 18 basis point increase in the average yield on such assets to 7.17% for the
six months ended March 31, 2000 from 6.99% for the same period in the prior
year.
Interest income on loans increased $5.0 million for the six months ended
March 31, 2000 compared to the same period in the prior year, reflecting the
effect of a $140.5 million increase in the average balance partially offset by
-15-
<PAGE>
an 18 basis point decrease in the average yield. The increase in the average
balance of loans was primarily attributable to an increase in one-to-four family
residential mortgage loans. The lower average yield reflects the origination of
lower-yielding one- to four-family adjustable rate mortgage loans with initial
fixed-rate periods of five, seven, or ten years, with annual adjustments
thereafter.
On a combined basis, interest and dividend income on mortgage-backed and
other securities decreased $468,000 to $4.7 million for the six months ended
March 31, 2000 from $5.2 million for the six months ended March 31, 1999.
Interest on mortgage-backed securities decreased by $494,000, attributable to
the effects of a $23.0 million decrease in the average balance, partially offset
by a 50 basis point increase in the average yield. Interest on other securities
increased by $26,000, primarily attributable to 36 basis point increase in the
average yield, partially offset by a $1.3 million decrease in the average
balance.
Interest and dividend income on other earning assets decreased $27,000,
primarily attributable to a $1.4 million decrease in the average balance
partially offset by a 12 basis point increase in the average yield.
Interest Expense. Interest expense totaled $10.6 million for the six months
ended March 31, 2000, an increase of $3.2 million from the prior year's six
months. Interest expense on deposits increased $757,000 compared to the same
period in the prior year, reflecting the effect of an $47.0 million increase in
the average balance partially offset by a 12 basis point decrease in the average
rate on interest-bearing deposits to 3.83% from 3.95% for the six months ended
March 31, 1999. The increase in average interest-bearing deposits consisted of a
$33.0 million increase in average savings certificate accounts (to $170.7
million from $137.7 million), a $7.3 million increase in average NOW, club and
money market accounts (to $61.4 million from $54.1 million) and a $6.7 million
increase in average regular savings accounts (to $53.9 million from $47.2
million).
Interest expense on borrowings increased $2.5 million to $5.1 million for
the six months ended March 31, 2000 from $2.6 million for the six months ended
March 31, 1999. Total borrowings for the period averaged $177.3 million with an
average rate of 5.76% compared to $94.1 million and 5.58%, respectively, for the
prior-year's period. See "Liquidity and Capital Resources" for a further
discussion of the Company's securities repurchase agreements.
Provision for Loan Losses. The provision in each period reflects
management's evaluation of the adequacy of the allowance for loan losses.
Factors considered include the volume and type of lending conducted, the
Company's previous loan loss experience, the known and inherent risks in the
loan portfolio, adverse situations that may affect the borrowers' ability to
repay, the estimated value of any underlying collateral, and current economic
conditions. The provision for loan losses was $70,000 and $150,000 for the six
months ended March 31, 2000 and 1999, respectively. Net loan charge-offs were
$6,600 for the six months ended March 31, 2000 compared to net recoveries of
-16-
<PAGE>
$1,000 for the six months ended March 31, 1999. See "Asset Quality" for a
further discussion of the Company's non-performing assets and allowance for loan
losses.
Non-Interest Income. Non-interest income for the six months ended March 31,
2000 decreased $5,000, to $728,000 from $733,000 for the comparable period in
1999. The decrease is primarily attributable to decreases in the net gain on
sales of loans held for sale, the net gain on sales of securities, and other
non-interest income, partially offset by an increase in service charges and fee
income. Mortgage loans sold during the six months ended March 31, 2000 amounted
to $5.6 million resulting in net gains of $47,000, as compared to loan sales of
$29.3 million during the six months ended March 31, 1999, which resulted in net
gains of $246,000. Net gain on sales of securities amounted to $1,000 for the
six months ended March 31, 2000 reflecting sales of $98,000 in
available-for-sale securities during the period, while gains of $73,000 were
incurred on sales of $17.2 million in the prior year's period. The increase in
service charges and fee income primarily results from $93,000 in income from
Yonkers Financial Services Inc., a wholly-owned subsidiary of the Association
that began its operations to sell annuities and mutual funds in the quarter
ended December 31, 1999 as well as increases in transaction volume.
Non-interest Expense. Non-interest expense increased $1.1 million to $5.2
million for the six months ended March 31, 2000, compared to $4.1 million for
the six months ended March 31, 1999. Compensation and benefits expense increased
$592,000 from the prior-year six months primarily due to increased costs
relating to additional staffing in three new in-store branches and the loan
department coupled with performance-based increases for certain staff members.
The $319,000 increase in other non-interest expense is primarily attributable to
costs associated with the proxy fight that was successfully concluded in January
of this year and the three new in-store branches. The increases of $143,000 in
occupancy and equipment and $69,000 in data processing service fees primarily
reflects increased costs associated with the establishment of in-store branches
in May 1999, September 1999, and October 1999.
Income Tax Expense. Income tax expense for the six months ended March 31,
2000 was $885,000 as compared to $857,000 for the 1999 period, reflecting higher
pre-tax income and effective tax rates of 37.1% and 39.1%, respectively. The
decrease in the effective tax rate reflects the ancillary benefits from the
aforementioned REIT.
Asset Quality
Non-performing loans totaled $400,000 at March 31, 2000, compared to
$755,000 at September 30, 1999 and $777,000 March 31, 1999. The ratio of
non-performing loans to total loans receivable was 0.11% at March 31, 2000,
compared to 0.25% at September 30, 1999 and 0.37% at March 31, 1999.
-17-
<PAGE>
The allowance for loan losses was $1.6 million or 0.43% of total loans
receivable at March 31, 2000, compared to $1.5 million or 0.50% of total loans
receivable at September 30, 1999 and $1.5 million or 0.69% at March 31, 1999.
The ratio of the allowance for loan losses to non-performing loans was 391.50%
at March 31, 2000, compared to 199.07% at September 30, 1999 and 187.00% at
March 31, 1999.
The following table sets forth, certain asset quality ratios and other data
at the dates indicated:
<TABLE>
March 31, September 30, March 31,
2000 1999 1999
-------- ------------- --------
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual loans past due ninety days or more:
Real estate mortgage loans:
One-to-four family $ 230 $ 347 $ 552
Commercial 105 305 198
Consumer Loans 65 103
------ ------ -------
Total 400 755 777
Real estate owned, net --- --- 183
------ ------ ------
Total non-performing assets $ 400 $ 755 $ 960
====== ====== ======
Allowance for loan losses $1,566 $1,503 $1,453
====== ====== ======
Ratios:
Non-performing loans to total loans receivable 0.11% 0.25% 0.37%
Non-performing assets to total assets 0.08 0.16 0.25
Allowance for loans loss to:
Non-performing loans 391.50 199.07 187.00
Total loans receivable 0.43 0.50 0.69
</TABLE>
Liquidity and Capital Resources
The Company's primary sources of funds are deposits and borrowings;
principal and interest payments on loans and securities; and proceeds from sales
of loans and securities. While maturities and scheduled payments on loans and
securities provide an indication of the timing of the receipt of funds, other
sources of funds such as loan prepayments and deposit inflows are less
predictable due to the effects of changes in interest rates, economic conditions
and competition.
The main sources of liquidity for the Holding Company are net proceeds from
the sale of stock and dividends received from the Association, if any. The main
cash flows are payments of dividends to shareholders and repurchases of the
Holding Company's common stock.
-18-
<PAGE>
The Association is required to maintain an average daily balance of total
liquid assets as a percentage of net withdrawable deposit accounts plus
short-term borrowings, as defined by the regulations of the Office of Thrift
Supervision. The minimum required liquidity ratio at March 31, 2000 was 4.0%,
and the Company's actual liquidity ratio was 6.3%.
The primary investing activities of the Company are the origination of real
estate mortgage and other loans, and the purchase of mortgage-backed and other
securities. At March 31, 2000, the Company had outstanding loan origination
commitments of $19.2 million, unadvanced home equity lines of credit of $4.1
million and undisbursed construction loans in process of $4.4 million. The
Company anticipates that it will have sufficient funds available to meet its
current loan origination and other commitments. At March 31, 2000, the Company
had the ability to obtain additional FHLB advances of approximately $75.5
million. Certificates of deposit scheduled to mature in one year or less from
March 31, 2000 totaled $103.8 million. Based on the Company's most recent
experience and pricing strategy, management believes that a significant portion
of such deposits will remain with the Company.
The Company's borrowings at March 31, 2000 consisted of $98.2 million in
borrowings under securities repurchase agreements and FHLB advances of $78.5
million. FHLB advances at March 31, 2000 had a weighted average interest rate of
6.09% and a weighted average term to maturity of 3.1 years with a call date in
1.2 years. In the securities repurchase agreements, the Company borrows funds
through the transfer of debt securities to the FHLB of New York, as
counterparty, and concurrently agrees to repurchase the identical securities at
a fixed price on a specified date. The Company accounts for these agreements as
secured financing transactions since it maintains effective control over the
transferred securities. Accordingly, the transaction proceeds are recorded as
borrowings and the underlying securities continue to be carried in the Company's
debt securities portfolio. Repurchase agreements are collateralized by the
securities sold and, in certain cases, by additional margin securities. During
the six months ended March 31, 2000, the average borrowings under these
agreements amounted to $109.9 million and the maximum month-end balance
outstanding was $114.1 million.
-19-
<PAGE>
Additional information concerning outstanding repurchase agreements with
the FHLB of New York as of March 31, 2000 is summarized as follows:
<TABLE>
Repurchase Borrowings
- -------------------------------------------------------------------------------------
Accrued Weighted Fair Value
Interest Average of Collateral
Remaining Term to Final Maturity (1) Amount Payable (2) Rate Securities (3)
- -------------------------------------------- ----------------- ---------------------- -------------------- ------------------------
(Dollars in thousands)
-------------------- ------------------------
<S> <C> <C> <C> <C>
Within 30 days $ 7,000 $ 4 5.85 $ 10,601
After 30 days but within one year 20,181 110 6.03 21,132
After one but within three years 22,500 168 5.99 26,807
After three but within five years 8,100 --- 5.97 8,445
After five years 40,412 340 5.67 43,391
----------- ----------- -----------------
Total $ 98,193 $ 622 5.86 $ 110,376
=========== =========== =================
</TABLE>
(1) The weighted average remaining term to final maturity was approximately
4.6 years at March 31, 2000. Certain securities repurchase agreements are
callable by the FHLB of New York, prior to the maturity date. The weighted
average remaining term to maturity, giving effect to earlier call dates, was
approximately 1.6 years at March 31, 2000.
(2) Included in other liabilities in the consolidated balance sheet.
(3) Represents the fair value of the mortgage-backed securities ($81.0
million) and other debt securities ($29.4 million) which were transferred to the
counterparty, including accrued interest receivable of $1.1 million. These
securities consist of available-for-sale securities and held-to-maturity
securities with fair values of $96.6 million and $13.8 million, respectively.
At March 31, 2000, the Company's "amount at risk" under securities
repurchase agreements was approximately $11.6 million. This amount represents
the excess of (i) the carrying amount, or market value if higher, of the
securities transferred to the FHLB of New York plus accrued interest receivable
over (ii) the amount of the repurchase liability plus accrued interest payable.
At March 31, 2000 the Association exceeded all of its regulatory capital
requirements with a tangible capital level of 6.37% of total adjusted assets,
which is above the required level of 1.5%; core capital of 6.37% of total
adjusted assets, which is above the required level of 4.0%; and total risk-based
capital of 14.89%, which is above the required level of 8.0%. These regulatory
capital requirements, which are applicable to the Association only, do not
consider additional capital held at the Holding Company level, and require
certain adjustments to stockholder's equity to arrive at the various capital
amounts.
-20-
<PAGE>
Year 2000 Considerations
As of the time of this filing, the Company's core systems are functioning
well with no known interruptions associated with the Y2K issues. The Company is
also not aware of any significant events that have happened with any of its
vendors in connection with the Y2K issue, however there may have been negative
effects that we are not aware of. We plan to continue to monitor our systems as
well as those of our vendors. Costs incurred through March 31, 2000 were
approximately $150,000. This includes Y2K remediation efforts and planned system
upgrades related to business expansion. Approximately $115,000 of this cost was
recognized in fiscal 1999. Management estimates that remaining costs will be
nominal.
Part I. Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss from adverse changes in market prices and
rates. The Company's market risk arises primarily from interest rate risk
inherent in its lending, investing and deposit taking activities. The Company's
real estate loan portfolio, concentrated primarily in Westchester County, New
York, and portions of Putnam, Rockland and Dutchess Counties, New York, is
subject to risks associated with the local economy.
The Company's interest rate risk may have increased during the quarter as
the Company utilized short-term borrowings to fund its lending operations. Other
types of market risk, such as foreign exchange rate risk and commodity price
risk, do not arise in the normal course of the Company's business activities.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved as plaintiff or defendant in various legal
proceedings arising in the normal course of its business. While the ultimate
outcome of these various legal proceedings cannot be predicted with certainty,
it is the opinion of management that the resolution of these legal actions
should not have a material effect on the Company's financial position, results
of operations or liquidity.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
-21-
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
a. The Company held its annual meeting of stockholders on January 27,
2000
b. The following Directors were elected at the meeting: Donald R.
Angelilli, William G. Bachop, and Eben T. Walker. The terms of office
of the following Directors contiuned after the meeting: Richard F.
Komosinski, Charles D. Lohrfink, Michael Martin, and P. Anthony Sarubbi
c. The following matters were voted upon, with the results of the voting
on such matters indicated:
1. Election of directors:
NOMINEE FOR WITHHELD
------- --- --------
Donald R. Angelilli 1,189,117 20,982
William G. Bachop 1,187,605 22,494
Eben T. Walker 1,188,117 21,982
Lawrence B. Seidman 648,747 2,080
Dennis Pollack 648,747 2,080
Broker Non-Vote: 319,583
2. Ratification of the appointment of KPMG LLP as the independent auditors of
the Company for the fiscal year ending September 30, 2,000:
For: 1,784,737
Against: 14,944
Abstained: 61,245
Broker Non-Vote: 319,283
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Name
27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended March 31, 2000, the Company filed the following reports
on form 8-K:
On January 7, 2000, under Item 5, the Company issued a press release in
connection with estimated first quarter earnings.
-22-
<PAGE>
On January 13, 2000, under Item 5, the Company issued a press release in
connection with projected annual earnings.
On January 18, 2000, under Item 5, the Company issued a press release in
connection with a Standstill Agreement.
On January 27, 2000, under Item 5, the Company issued a press release in
connection with first quarter earnings and dividend declaration.
On January 28, 2000, under Item 5, the Company issued a press release in
connection with the results of annual meeting.
A Form 8K/A was filed on February 29, 2000, under Item 7, in connection with
Amended and Restated Standstill Agreement.
-23-
<PAGE>
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.
YONKERS FINANCIAL CORPORATION
(Registrant)
Date: May 12, 2000 /s/ Richard F. Komosinski
--------------------------
Richard F. Komosinski,
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2000 /s/ Joseph D. Roberto
----------------------
Joseph D. Roberto
Vice President, Treasurer and
Chief Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2000 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 8,511
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 111,180
<INVESTMENTS-CARRYING> 18,890
<INVESTMENTS-MARKET> 18,724
<LOANS> 360,330
<ALLOWANCE> 1,566
<TOTAL-ASSETS> 517,336
<DEPOSITS> 304,081
<SHORT-TERM> 176,693
<LIABILITIES-OTHER> 4,452
<LONG-TERM> 0
0
0
<COMMON> 36
<OTHER-SE> 32,074
<TOTAL-LIABILITIES-AND-EQUITY> 517,336
<INTEREST-LOAN> 6,463
<INTEREST-INVEST> 2,327
<INTEREST-OTHER> 181
<INTEREST-TOTAL> 8,971
<INTEREST-DEPOSIT> 2,803
<INTEREST-EXPENSE> 5,449
<INTEREST-INCOME-NET> 3,522
<LOAN-LOSSES> 35
<SECURITIES-GAINS> (3)
<EXPENSE-OTHER> 2,646
<INCOME-PRETAX> 1,259
<INCOME-PRE-EXTRAORDINARY> 1,259
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 794
<EPS-BASIC> 0.40
<EPS-DILUTED> 0.39
<YIELD-ACTUAL> 2.82
<LOANS-NON> 400
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 445
<ALLOWANCE-OPEN> 1,557
<CHARGE-OFFS> 26
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1,566
<ALLOWANCE-DOMESTIC> 1,566
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
