<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 0-28886
ROSLYN BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3333218
---------------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Jericho Plaza, Jericho, New York 11753-8905
---------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(516) 942 - 6000
---------------------------------------------------------------------
(Registrant's telephone number, including area code)
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, November 6, 2000
----------------------- ----------------------------------------------
$.01 Par Value 61,541,133
-------------- ----------
<PAGE>
FORM 10-Q
ROSLYN BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. Financial Statements - (Unaudited):
Consolidated Statements of Financial Condition at
September 30, 2000 and December 31, 1999 1
Consolidated Statements of Income for the three and nine months ended
September 30, 2000 and 1999 2
Consolidated Statement of Changes in Stockholders' Equity
for the nine months ended September 30, 2000 3
Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 27
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings 28
ITEM 2. Changes in Securities and Use of Proceeds 28
ITEM 3. Defaults Upon Senior Securities 28
ITEM 4. Submission of Matters to a Vote of Security Holders 28
ITEM 5. Other Information 28
ITEM 6. Exhibits and Reports on Form 8-K 28
Signature Page 31
</TABLE>
=================================================================
Statements contained in this Form 10-Q which are not historical
facts are forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risk and uncertainties
which could cause actual results to differ materially from those
projected. Such risks and uncertainties include potential changes
in interest rates, competitive factors in the financial services
industry, general economic conditions, the effect of new
legislation and other risks detailed in documents filed by the
Company with the Securities and Exchange Commission from time to
time.
=================================================================
<PAGE>
ROSLYN BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
(In thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------ -----------------
<S> <C> <C>
ASSETS
------
Cash and cash equivalents:
Cash and cash items $ 7,178 $ 8,937
Due from banks 49,910 39,112
Money market investments 42,100 30,800
------------------ -----------------
Total cash and cash equivalents 99,188 78,849
Debt and equity securities available-for-sale, net 731,069 729,201
Mortgage-backed and mortgage related securities available-for-sale, net 2,007,870 2,801,284
------------------ -----------------
Total securities available-for-sale, net 2,738,939 3,530,485
Federal Home Loan Bank of New York (FHLB) stock, at cost 75,246 28,029
Loans held-for-sale, net 11,593 62,852
Loans receivable held for investment, net:
Real estate loans, net 4,004,386 3,746,711
Consumer loans, net 93,698 101,751
------------------ -----------------
Total loans receivable held for investment, net 4,098,084 3,848,462
Allowance for loan losses (40,655) (40,155)
------------------ -----------------
Total loans receivable held for investment, net of allowance for loan losses 4,057,429 3,808,307
Banking house and equipment, net 32,012 30,790
Accrued interest receivable 42,234 42,763
Deferred tax asset, net 77,812 97,156
Other assets 169,659 45,952
------------------ -----------------
Total assets $ 7,304,112 $ 7,725,183
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Savings accounts $ 857,077 $ 915,369
Certificates of deposit 2,557,667 2,605,454
Money market accounts 239,180 228,760
Demand deposit accounts 331,569 296,029
------------------ -----------------
Total deposits 3,985,493 4,045,612
Official checks outstanding 19,664 25,758
Borrowed funds:
Reverse-repurchase agreements 1,735,042 2,449,345
Other borrowings 864,912 395,196
------------------ -----------------
Total borrowed funds 2,599,954 2,844,541
Accrued interest and dividends 28,323 28,924
Mortgagors' escrow and security deposits 59,406 59,465
Accrued taxes payable 9,370 15,905
Accrued expenses and other liabilities 45,035 67,319
------------------ -----------------
Total liabilities 6,747,245 7,087,524
------------------ -----------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none issued - -
Common stock, $0.01 par value, 200,000,000 shares authorized; 79,212,903 shares issued
and 62,848,683 and 71,551,008 shares outstanding at September 30, 2000 and December 31,
1999 respectively 792 792
Additional paid-in-capital 506,010 492,311
Retained earnings - partially restricted 511,900 478,891
Accumulated other comprehensive loss:
Net unrealized loss on securities available-for-sale, net of tax (82,754) (109,557)
Unallocated common stock held by Employee Stock Ownership Plan (ESOP) (47,080) (48,425)
Unearned common stock held by Stock-Based Incentive Plan (SBIP) (16,045) (20,894)
Common stock held by Supplemental Executive Retirement Plan and Trust (SERP), at
cost (368,720 and 347,895 shares at September 30, 2000 and December 31, 1999,
respectively) (4,535) (4,191)
Treasury stock, at cost (15,995,500 and 7,314,000 shares at September 30, 2000 and
December 31, 1999, respectively) (311,421) (151,268)
------------------ -----------------
Total stockholders' equity 556,867 637,659
------------------ -----------------
Total liabilities and stockholders' equity $ 7,304,112 $ 7,725,183
================== =================
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
ROSLYN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------------------------ -------------------------------
2000 1999 2000 1999
----- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Federal funds sold and short-term deposits $ 223 $ 340 $ 843 $ 1,366
Debt and equity securities 16,468 13,309 46,684 37,135
Mortgage-backed and mortgage related securities 39,170 51,509 128,014 149,697
Real estate loans 75,386 66,161 219,693 196,786
Consumer and other loans 2,301 2,095 6,380 6,142
----------- ------------ ------------ ------------
Total interest income 133,548 133,414 401,614 391,126
----------- ------------ ------------ ------------
Interest expense:
Deposits 43,675 43,040 128,701 131,224
Borrowed funds 43,349 36,198 123,108 102,532
----------- ------------ ------------ ------------
Total interest expense 87,024 79,238 251,809 233,756
----------- ------------ ------------ ------------
Net interest income before provision for loan losses 46,524 54,176 149,805 157,370
Provision for loan losses 1,000 - 1,000 -
----------- ------------ ------------ ------------
Net interest income after provision for loan losses 45,524 54,176 148,805 157,370
----------- ------------ ------------ ------------
Non-interest income:
Fees and service charges 1,611 1,306 6,172 3,816
Mortgage banking operations 2,735 5,635 8,690 12,362
Net (losses)/gains on securities (5,999) 42 (17,049) 3,441
Other non-interest income 1,885 31 6,499 1,096
----------- ------------ ------------ ------------
Total non-interest income 232 7,014 4,312 20,715
----------- ------------ ------------ ------------
Non-interest expense:
General and administrative expenses:
Compensation and employee benefits 5,860 10,813 26,748 33,118
Occupancy and equipment 2,313 2,564 7,521 7,369
Deposit insurance premiums 189 127 745 424
Advertising and promotion 1,021 937 2,961 2,554
Other non-interest expenses 4,845 4,315 14,922 12,706
----------- ------------ ------------ ------------
Total general and administrative expenses 14,228 18,756 52,897 56,171
Amortization of excess of cost over fair value
of net assets acquired 61 118 329 354
Real estate operations, net (32) 60 97 (185)
Merger related costs - - - 89,247
Restructuring charges 11,973 - 11,973 5,903
----------- ------------ ------------ ------------
Total non-interest expense 26,230 18,934 65,296 151,490
----------- ------------ ------------ ------------
Income before provision for income taxes and
Extraordinary item 19,526 42,256 87,821 26,595
Provision for income taxes 2,251 14,665 22,020 29,192
----------- ------------ ------------ ------------
Income/(loss) before extraordinary item 17,275 27,591 65,801 (2,597)
Extraordinary item, net of tax - prepayment
penalty on debt extinguishment - - - (4,236)
----------- ------------ ------------ ------------
Net income/(loss) $ 17,275 $ 27,591 $ 65,801 $ (6,833)
=========== ============ ============ ============
Basic earnings/(loss) per share:
Income/(loss) before extraordinary item $ 0.28 $ 0.38 $ 1.03 $ (0.03)
Extraordinary item, net of tax - - - (0.06)
----------- ------------ ------------ ------------
Net income/(loss) per share $ 0.28 $ 0.38 $ 1.03 $ (0.09)
=========== ============ ============ ============
Diluted earnings/(loss) per share:
Income/(loss) before extraordinary item $ 0.28 $ 0.37 $ 1.02 $ (0.03)
Extraordinary item, net of tax - - - (0.06)
----------- ------------ ------------ ------------
Net income/(loss) per share $ 0.28 $ 0.37 $ 1.02 $ (0.09)
=========== ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
ROSLYN BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Unallocated Unearned
Retained Accumulated common common
Additional earnings- other stock stock
Common paid-in- partially comprehensive held by held by
stock capital restricted (loss) income ESOP SBIP
------ ---------- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 792 $ 492,311 $ 478,891 $ (109,557) $ (48,425) $ (20,894)
Comprehensive income:
Net income 65,801
Other comprehensive income, net of tax:
Net unrealized gain on securities,
net of reclassification adjustment (1) (2) 26,803
Total comprehensive income
Exercise of stock options and related tax benefit (3,872)
Allocation of ESOP stock and related tax benefit 194 1,345
Amortization of SBIP stock awards (330) 4,849
Distribution of ESOP and SERP stock 13,505 (4)
Cash dividends declared on common stock (28,586)
Common stock acquired, at cost
------ --------- --------- ---------- ---------- ----------
Balance at September 30, 2000 $ 792 $ 506,010 $ 511,900 $ (82,754) $ (47,080) $ (16,045)
====== ========= ========= ========== ========== ==========
<CAPTION>
Common Treasury Total
Stock held by Stock Shareholders'
SERP, at cost at cost equity
------------- --------- ------------
<S> <C> <C> <C>
Balance at December 31, 1999 $ (4,191) $ (151,268) $ 637,659
Comprehensive income:
Net income 65,801
Other comprehensive income, net of tax:
Net unrealized gain on securities,
net of reclassification adjustment (1) (2) 26,803
----------
Total comprehensive income 92,604
----------
Exercise of stock options and related tax benefit (3,872)
Allocation of ESOP stock and related tax benefit 1,539
Amortization of SBIP stock awards 4,519
Distribution of ESOP and SERP stock 237 13,738
Cash dividends declared on common stock (28,586)
Common stock acquired, at cost (581) (160,153) (160,734)
-------- ---------- ----------
Balance at September 30, 2000 $ (4,535) $ (311,421) $ 556,867
======== ========== ==========
</TABLE>
<TABLE>
<S> <C>
(1) Disclosure of reclassification amount, net of tax, for the nine months
ended September 30, 2000:
Net unrealized appreciation arising during the period, net of tax $16,953
Less: Reclassification adjustment for net losses included in net income, net of tax (9,850)
-------
Net unrealized gain on securities, net of tax $26,803
=======
(2) The tax expense relating to the net unrealized appreciation arising during
the nine months ended September 30, 2000 was $19.6 million.
(3) Disclosure of comprehensive loss at September 30, 1999:
Net loss for the nine months ended September 30, 1999 $(6,833)
Other comprehensive loss, net of tax:
Net unrealized loss on certain securities, net of reclassification adjustment (87,712)
--------
Comprehensive loss for the nine months ended September 30, 1999 $(94,545)
========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
ROSLYN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
-------------------------------
2000 1999
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 65,801 $ (6,833)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Provision for loan losses 1,000 -
Provision for (recovery of) real estate owned losses 18 (300)
Amortization of excess of cost over fair value of net
assets acquired 329 354
Depreciation and amortization 2,403 2,446
Amortization of premiums (less than) in excess of accretion
of discounts (11,153) 2,004
ESOP and SBIP expense, net 6,058 8,684
Originations and purchases of loans held-for-sale, net of
sales and securitizations 59,938 25,332
Gains on sales of loans (8,452) (13,879)
Net losses (gains) on securities 17,049 (3,441)
Net gains on sales of real estate owned (33) (9)
Gains on sales of fixed assets (3,266) (936)
Income taxes deferred and tax benefits attributable to
stock plans 2,232 5,530
Changes in assets and liabilities:
Decrease in accrued interest receivable 529 3,939
Decrease in other assets 1,326 11,117
Decrease in official checks outstanding (6,094) (1,103)
(Decrease) increase in accrued interest and dividends (601) 2,382
Decrease in accrued taxes payable (6,535) (2,476)
Decrease in accrued expenses and other liabilities (8,546) 26,802
Net decrease in unearned income (5,374) (1,133)
Increase in other, net - 505
------------- ------------
Net cash provided by operating activities 106,629 58,985
------------- ------------
Cash flows from investing activities:
(Purchases of) proceeds from redemption of FHLB capital stock (47,217) 19,650
Proceeds from sales and repayments of securities available-for-sale 981,627 2,008,156
Purchases of securities available-for-sale (149,830) (2,027,217)
Investment in real estate joint venture (25,000) -
Purchase of Bank Owned Life Insurance (BOLI) (100,000) -
Loan originations and purchases net of principal repayments (255,183) (102,173)
Proceeds from sales of loans held for investment 9,868 -
Purchases of banking house and equipment, net (359) (5)
Proceeds from sales of real estate owned 144 729
------------- ------------
Net cash provided by (used in) investing activities 414,050 (100,860)
------------- ------------
Cash flows from financing activities:
(Decrease) increase in demand deposit, money market
and savings accounts (12,332) 41,499
Decrease in certificates of deposit (47,787) (158,646)
(Decrease) increase in short-term borrowed funds (176,818) 190,618
(Decrease) increase in long-term borrowed funds (67,769) 12,167
Decrease in mortgagors' escrow and security deposits (59) (5,558)
Net cash used in exercise of stock options (6,255) (10,288)
Cash dividends paid on common stock (28,586) (27,532)
Cost to repurchase treasury stock (160,153) (40,166)
Cost to repurchase common stock for SERP (581) -
Proceeds from re-issuance of treasury stock - 7,650
------------- ------------
Net cash (used in) provided by financing activities (500,340) 9,744
------------- ------------
Net increase (decrease) in cash and cash equivalents 20,339 (32,131)
Cash and cash equivalents at beginning of period 78,849 94,188
------------- ------------
Cash and cash equivalents at end of period $ 99,188 $ 62,057
============= ============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowed funds $ 252,410 $ 238,706
============= ============
Income taxes $ 25,380 $ 26,992
============= ============
Non-cash investing activities:
Additions to real estate owned, net $ 340 $ 300
============= ============
Transfer of securities from held-to-maturity to available
-for-sale, at amortized cost $ - $ 1,269,280
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
ROSLYN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Roslyn Bancorp, Inc. and its wholly-owned subsidiaries (collectively, the
Company). Roslyn Bancorp, Inc. is the holding company for The Roslyn Savings
Bank and its subsidiaries (the Bank).
After the close of business on February 16, 1999, T R Financial Corp., a
Delaware company, merged with and into the Company and T R Financial Corp.'s
subsidiary, Roosevelt Savings Bank, a New York State chartered stock savings
bank, merged with and into the Bank (the Merger). All subsidiaries of Roosevelt
Savings Bank became subsidiaries of the Bank. The acquisition was accounted for
as a pooling-of-interests, and accordingly, all historical financial information
for the Company has been restated to include T R Financial Corp.'s historical
information for the earliest period presented. Previously reported balances of
T R Financial Corp. have been reclassified to conform to the Company's
presentation and restated to give effect to the Merger.
When necessary, certain reclassifications have been made to prior period amounts
to conform to the current period presentation.
The consolidated financial statements included herein reflect all normal
recurring adjustments which, in the opinion of management, are necessary to
present a fair statement of the results for the interim periods presented. The
results of operations for the three months and/or the nine months ended
September 30, 2000 are not necessarily indicative of the results of operations
that may be expected for the entire year. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission
(the SEC).
The consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Company's 1999 Annual Report on Form 10-K.
2. ACQUISITION OF T R FINANCIAL CORP.
On February 16, 1999, a merger between T R Financial Corp., a Delaware company,
and the Company was completed with the Company as the surviving corporation.
The transaction was treated as a tax-free reorganization and accounted for using
the pooling-of-interests method of accounting. As part of the Merger, T R
Financial Corp.'s wholly-owned subsidiary, Roosevelt Savings Bank, a New York
State chartered stock savings bank, was merged into the Bank.
Pursuant to the merger agreement, each share of T R Financial Corp. common stock
was converted into the Company's common stock at a fixed exchange ratio of 2.05
shares of Roslyn Bancorp, Inc. common stock for each share of T R Financial
Corp. held. As a result, 17,347,768 shares of T R Financial Corp. common stock
were exchanged for 35,528,785 shares of the Company's common stock and a total
of 1,746,880 T R Financial Corp. stock options were converted into options to
purchase a maximum of 3,581,103 shares of the Company's common stock at exercise
prices ranging from $2.20 to $17.32 per share, depending on the exercise price
of the underlying T R Financial Corp. stock option. Additionally, under the
agreement, five former directors of T R Financial Corp. joined the Boards of
Directors of the Company and the Bank.
5
<PAGE>
3. RESTRUCTURING CHARGE
On August 28, 2000, the Company announced strategic initiatives and plans to
exit the residential mortgage banking business through the sale and divestiture
of its subsidiary, Roslyn National Mortgage Corp. (RNMC). In connection with
this strategy, the Bank entered into a letter of intent for the sale of a
substantial part of the residential origination capabilities of RNMC. The
remainder of RNMC's operations will be dissolved within 90 days.
The Company recorded a pre-tax restructuring charge of $12.0 million in the
third quarter of 2000 related to the sale and divestiture of RNMC.
For the period between initiation of the sale and divestiture of RNMC and the
consummation date, the Company developed formal plans to liquidate the
businesses of RNMC. Such plans included, among other things, the termination of
employees, disposal of the net assets of the Company and the cancellation of
executory contracts. The Company has recognized as liabilities only those items
that qualify for recognition under the consensus reached on Issue No. 94-3 by
the Emerging Issues Task Force (EITF), "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit An Activity (including
Certain Costs Incurred in a Restructuring)".
The Company has recorded all direct costs related to the RNMC sale and
divestiture as liabilities and the total pre-tax charge of $12.0 million has
been classified as a restructuring charge in the Company's consolidated
statement of income for the quarter ended September 30, 2000. Such costs relate
to restructuring plans and/or exit plans formally adopted by the Company.
The following table sets forth the components of the Company's restructuring
charge:
<TABLE>
<CAPTION>
Provision Charged to
Income
----------------------
(In thousands)
<S> <C>
Employment contracts and termination pay $ 2,434
Legal, professional and other transaction fees 1,225
Goodwill 1,743
Write-down of fixed assets and other assets 6,571
------------
Total $ 11,973
============
</TABLE>
At September 30, 2000, $2.7 million of restructuring costs pertaining to the
sale and divestiture of RNMC remains in other liabilities on the accompanying
unaudited consolidated statements of financial condition.
4. EMPLOYEE STOCK OWNERSHIP PLAN
For the three months ended September 30, 2000 and 1999, compensation expense
attributable to the ESOP was approximately $567,000 and $493,000, respectively.
For the nine months ended September 30, 2000 and 1999, such expense was $1.5
million and $1.4 million, respectively. Included in the merger related costs
incurred during the nine months ended September 30, 1999, was $24.6 million
relating to the allocation of the shares to the former employees of T R
Financial Corp. This transaction represents a non-cash charge to equity, as the
shares were acquired by the former T R Financial Corp. at its initial public
offering. At September 30, 2000, $629,000 of merger related costs pertaining to
the termination of the T R Financial Corp. ESOP, remains in other liabilities on
the accompanying unaudited consolidated statements of financial condition.
6
<PAGE>
5. STOCK-BASED INCENTIVE PLAN
During the nine months ended September 30, 2000, the Company granted stock
awards of 25,400 shares. These awards vest over five years on the anniversary
dates of the awards. During the nine months ended September 30, 2000, awards
relating to 16,237 shares were forfeited. For the three months ended September
30, 2000 and 1999, compensation expense attributable to the stock-based
incentive plan was approximately $1.5 million and $2.3 million, respectively.
For the nine months ended September 30, 2000 and 1999, such expense was $4.5
million and $4.7 million, respectively.
During the nine months ended September 30, 2000, the Company granted stock
options to purchase 153,500 shares of the Company's common stock, with exercise
prices ranging from $16.13 to $18.81 per share. These awards vest over five
years on the anniversary dates of the awards. Additionally, options to purchase
110,996 shares of the Company's common stock were forfeited and options to
purchase 519,100 shares were exercised during the nine months ended September
30, 2000. The total number of outstanding stock options at September 30, 2000,
was 5,743,227.
6. NEW ACCOUNTING PRONOUNCEMENTS
In September 2000, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This Statement replaces SFAS No. 125, issued in June 1996. SFAS No. 140 is
effective for transfers occurring after March 31, 2001 and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. The Company does not believe that there will be a
material impact on its financial condition or results of operations upon the
adoption of SFAS No.140.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No.
133." This statement amends and supersedes certain paragraphs of SFAS No. 133.
The effective date for SFAS No. 138 is for fiscal years beginning after June 15,
2000. SFAS No. 138 and 133 apply to quarterly and annual financial statements.
The Company does not believe that there will be a material impact on its
financial condition or results of operations upon the adoption of SFAS No. 138
and 133.
7. RECENT DEVELOPMENTS
On November 3, 2000, the Company announced that the Bank's subsidiary, Roslyn
National Mortgage Corporation and American Home Mortgage Holdings, Inc.
consummated the previously announced sale on October 31, 2000 of a substantial
portion of the residential origination capabilities of Roslyn National Mortgage
Corp.
On September 29, 2000, the Company announced that its Board of Directors adopted
a Stockholder Rights Plan and declared a dividend of one preferred share
purchase right for each share of common stock of the Company.
On September 27, 2000, the Company announced that its Board of Directors
approved the Company's seventh stock repurchase plan. The plan authorizes the
purchase of up to 5% of its common stock outstanding, or approximately 3.1
million shares.
On August 23, 2000, the Company announced that the Company's Board of Directors
declared a quarterly dividend of $0.155 per common share. The dividend was paid
on September 12, 2000 to shareholders of record as of September 1, 2000.
7
<PAGE>
8. DEBT, EQUITY, MORTGAGE-BACKED AND MORTGAGE RELATED
SECURITIES, NET
The following table sets forth certain information regarding amortized cost and
estimated fair values of debt, equity, mortgage-backed and mortgage related
securities, net, of the Company at September 30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
----------------------------- ----------------------------
Estimated Estimated
Amortized Fair Amortized Fair
Cost Value Cost Value
--------------- ----------- ------------- ------------
(In thousands)
<S> <C> <C> <C> <C>
Available-for-sale:
Debt securities:
United States Government - direct and
guaranteed, net $ 41,094 $ 41,386 $ 67,192 $ 67,880
United States Government agencies, net 300,065 285,174 287,642 267,942
State, county and municipal, net 4,482 4,340 4,762 4,833
-------------- ------------ ------------ ------------
Total debt securities, net 345,641 330,900 359,596 340,655
-------------- ------------ ------------ ------------
Equity securities:
Preferred and common stock 220,478 193,965 227,854 202,753
Trust preferreds, net 219,440 188,633 194,604 169,040
Other 16,786 17,571 16,541 16,753
-------------- ------------ ------------ ------------
Total equity securities, net 456,704 400,169 438,999 388,546
-------------- ------------ ------------ ------------
Mortgage-backed and mortgage related securities,
net:
FNMA pass-through securities, net 143,441 142,294 177,003 172,669
GNMA pass-through securities, net 569,396 559,109 638,855 621,205
FHLMC pass-through securities, net 145,409 147,334 171,591 173,581
GNMA adjustable-rate mortgage pass-through
securities, net 171,823 172,772 174,480 175,997
FNMA adjustable-rate mortgage pass-through
securities, net - - 63,148 63,148
Whole loan private collateralized mortgage
obligations, net 238,373 229,914 536,320 513,940
Agency collateralized mortgage obligations, net 811,393 756,447 1,159,882 1,080,744
-------------- ------------ ------------ ------------
Total mortgage-backed and mortgage related
securities, net 2,079,835 2,007,870 2,921,279 2,801,284
-------------- ------------ ------------ ------------
Total securities, net $ 2,882,180 $ 2,738,939 $ 3,719,874 $ 3,530,485
============== ============ ============ ============
</TABLE>
8
<PAGE>
9. LOANS RECEIVABLE, NET
Loans receivable, net, at September 30, 2000 and December 31, 1999 consist of
the following:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
----------------------- ---------------------
(In thousands)
<S> <C> <C>
Loans held-for-sale, net:
One- to four-family loans, net $ 10,954 $ 61,064
Student loans 639 1,788
------------------ --------------------
Loans held-for-sale, net $ 11,593 $ 62,852
================== ====================
Loans receivable held for investment, net:
Real estate loans:
One -to four-family $ 3,109,374 $ 2,903,771
Multi-family 91,266 89,161
Home equity and second mortgage 151,037 139,191
Commercial real estate 486,476 489,504
Construction and development 147,277 107,781
------------------ --------------------
Total real estate loans 3,985,430 3,729,408
Less:
Net unamortized discount and deferred income (2,738) (3,496)
Net deferred loan origination costs 21,694 20,799
------------------ --------------------
Total real estate loans, net 4,004,386 3,746,711
Consumer loans, net:
Consumer 25,169 21,947
Automobile leases, net 68,529 79,804
------------------ --------------------
Total consumer loans, net 93,698 101,751
Allowance for loan losses (40,655) (40,155)
------------------ --------------------
Loans receivable held for investment, net $ 4,057,429 $ 3,808,307
================== ====================
</TABLE>
9
<PAGE>
10. ASSET QUALITY
The following table sets forth information regarding non-accrual loans and real
estate owned at the dates indicated. It is the Bank's general policy to
discontinue accruing interest on all loans which are more than 90 days past due,
or when in the opinion of management, such suspension is warranted. When a loan
is placed on non-accrual status, the Bank ceases the accrual of interest owed
and previously accrued interest is charged against interest income. Loans are
generally returned to accrual status when the loan delinquency status is less
than 90 days past due and the Bank has reasonable assurance that the loan will
be fully collectible.
<TABLE>
<CAPTION>
At September 30, 2000 At December 31, 1999
--------------------- --------------------
(In thousands)
<S> <C> <C>
Non-accrual loans:
One- to four-family $ 9,205 $ 16,354
Commercial real estate 1,996 2,434
Home equity 258 79
Consumer 38 96
------------- -----------------
Total non-accrual loans 11,497 18,963
Loans contractually past due 90 days or more and still accruing - -
------------- -----------------
Total non-performing loans 11,497 18,963
Real estate owned, net of allowance 211 -
------------- -----------------
Total non-performing assets $ 11,708 $ 18,963
============= =================
Allowance for loan losses as a percent of loans (1) 0.99% 1.04%
Allowance for loan losses as a percent of total
non-performing loans 353.61% 211.75%
Non-performing loans as a percent of loans (1) 0.28% 0.49%
Non-performing assets as a percent of total assets 0.16% 0.25%
</TABLE>
(1) Loans include loans receivable held for investment, net, excluding the
allowance for loan losses.
Loans in arrears three months or more were as follows at:
<TABLE>
<CAPTION>
Amount Percent of Loans
------ ----------------
(Dollars in thousands)
<S> <C> <C>
September 30, 2000 $ 11,497 0.28%
======== ====
December 31, 1999 $ 18,963 0.49%
======== ====
December 31, 1998 $ 20,649 0.57%
======== ====
</TABLE>
The principal balance of restructured loans that have not complied with the
terms of their restructuring agreement for a satisfactory period of time was
$760,000 and $1.2 million at September 30, 2000 and December 31, 1999,
respectively. Interest income that would have been recorded if the loans had
been performing in accordance with their original terms aggregated approximately
$70,000 during the nine months ended September 30, 2000.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Roslyn Bancorp, Inc. is a savings and loan holding company regulated by the
Office of Thrift Supervision. The primary operating subsidiary of Roslyn
Bancorp, Inc. is The Roslyn Savings Bank and its subsidiaries (the Bank), a New
York State chartered stock savings bank. While the following discussion of
financial condition and results of operations includes the collective results of
Roslyn Bancorp, Inc. and its subsidiaries (collectively the Company), this
discussion reflects principally the Bank's activities as the Company currently
does not engage in any significant business activities other than the management
of the Bank.
Comparison of Financial Condition at September 30, 2000 and December 31, 1999
Total assets at September 30, 2000 were $7.30 billion, a decrease of $421.1
million, or 5.5%, from $7.73 billion at December 31, 1999. This decrease was
primarily due to a decrease in the mortgage-backed and mortgage related
securities portfolio, partially offset by an increase in the real estate loans
held for investment portfolio and other assets. Mortgage-backed and mortgage
related securities decreased $793.4 million, or 28.3%, from $2.80 billion at
December 31, 1999, to $2.01 billion at September 30, 2000. The decrease in these
securities was primarily due to management's strategy of repositioning its
securities portfolio through the sale of lower yielding securities. The proceeds
from these securities sales were used, in part, to repay maturing liability
positions, originate real estate loans, repurchase treasury stock, and to fund
the purchase of Bank Owned Life Insurance (BOLI) and a capital contribution to a
joint venture for the development of a residential community in Oyster Bay, New
York. The increase in other assets was principally the result of a $100.0
million investment in BOLI and a $25.0 million investment in the above mentioned
real estate joint venture. Real estate loans held for investment, net of
unearned income, increased $257.7 million, or 6.9%, to $4.00 billion at
September 30, 2000, as compared to $3.75 billion at December 31, 1999. The
increase in real estate loans held for investment, net of unearned income, is
primarily due to commercial, construction and one- to four-family loan
originations of $993.6 million, for the nine months ended September 30, 2000.
Total liabilities at September 30, 2000, were $6.75 billion, a decrease of
$340.3 million, or 4.8%, from $7.09 billion at December 31, 1999. The decrease
in total liabilities was principally due to a decrease in total deposits and
borrowed funds. Total deposits decreased $60.1 million, or 1.5%, from $4.05
billion at December 31, 1999 to $3.99 billion at September 30, 2000. The
decrease in deposits reflects the Company's continued emphasis on attracting
demand deposit and money market accounts and decreasing its reliance on maturing
high-cost time deposits. Certificates of deposit and savings accounts decreased
$106.1 million, or 3.0%, from $3.52 billion at December 31, 1999 to $3.41
billion at September 30, 2000, while demand deposit and money market accounts
increased $45.9 million, or 8.8%, from $524.8 million at December 31, 1999 to
$570.7 million at September 30, 2000. Borrowed funds decreased $244.6 million,
or 8.6%, from $2.84 billion at December 31, 1999 to $2.60 billion at September
30, 2000. This decrease was the result of management's investment securities
repositioning strategy.
Total stockholders' equity decreased $80.8 million, or 12.7%, to $556.9 million
at September 30, 2000, from $637.7 million at December 31, 1999. The decrease
was due to the Company's purchase of $160.7 million of treasury and SERP stock,
dividends paid of $28.6 million and the $3.9 million effect of stock options
exercised for the nine months ended September 30, 2000. Items that offset these
decreases were net income for the nine months ended September 30, 2000 of $65.8
million, the effect of the distribution of ESOP and SERP stock of $13.7 million,
$6.1 million of amortization of unallocated and unearned shares of common stock
held by the Company's stock-related benefit plans and a decrease in the net
unrealized loss on securities available-for-sale from December 31, 1999 of $26.8
million.
11
<PAGE>
Analysis of Net Interest Income
Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
upon the volume of average interest-earning assets and average interest-bearing
liabilities and the interest rates earned or paid on them.
The following table sets forth certain information regarding the Company's
consolidated average statements of financial condition and the Company's average
yields on interest-earning assets and average costs of interest-bearing
liabilities for the periods indicated. Such yields and costs are derived by
dividing income or expense, annualized, by the average balance of interest-
earning assets or interest-bearing liabilities, respectively. Average balances
are derived from average daily balances and include non-performing loans. The
yields and costs include fees which are considered adjustments to yields.
<TABLE>
<CAPTION>
For the Three Months Ended September 30,
---------------------------------------------------------------------------
2000 1999
------------------------------------- -----------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
----------- ------------ ----------- ----------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Federal funds sold and short-term deposits $ 13,639 $ 223 6.54% $ 26,500 $ 340 5.13%
Debt and equity securities, net 854,863 16,468 7.71 778,609 13,309 6.84
Mortgage-backed and mortgage
related securities, net 2,274,454 39,170 6.89 3,084,553 51,509 6.68
Real estate loans, net 4,021,126 75,386 7.50 3,611,692 66,161 7.33
Consumer and other loans, net 109,240 2,301 8.43 111,311 2,095 7.53
----------- --------- ---------- ---------
Total interest-earning assets 7,273,322 133,548 7.34 7,612,665 133,414 7.01
--------- ---------
Non-interest-earning assets (1) 179,601 107,721
----------- ----------
Total assets $ 7,452,923 $7,720,386
=========== ==========
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market accounts $ 232,863 2,603 4.47 $ 189,034 1,853 3.92
Savings accounts 919,312 4,398 1.91 1,010,711 5,289 2.09
Super NOW and NOW accounts 178,142 834 1.87 149,790 759 2.03
Certificates of deposit 2,503,047 35,840 5.73 2,725,765 35,139 5.16
----------- --------- ---------- ---------
Total interest-bearing deposits 3,833,364 43,675 4.56 4,075,300 43,040 4.22
Borrowed funds 2,796,531 43,349 6.20 2,625,959 36,198 5.51
----------- --------- ---------- ---------
Total interest-bearing liabilities 6,629,895 87,024 5.25 6,701,259 79,238 4.73
--------- ---------
Non-interest-bearing liabilities 260,966 264,418
----------- ----------
Total liabilities 6,890,861 6,965,677
Stockholders' equity 562,062 754,709
----------- ----------
Total liabilities and stockholders' equity $ 7,452,923 $7,720,386
=========== ==========
Net interest income/interest rate spread (2) $ 46,524 2.09% $ 54,176 2.28%
========== ======= ========= ======
Net interest margin (2) 2.56% 2.85%
======= ======
Ratio of interest-earning assets to
interest-bearing liabilities 109.70% 113.60%
======= ======
</TABLE>
______________________
(1) Included in non-interest-earning assets for the three months ended
September 30, 2000 is BOLI with an average balance of $101.6 million and
income of $1.9 million. The result of reclassifying the BOLI asset into
interest-earning assets and the associated income from other income to
interest income for the three months ending September 30, 2000 on the net
interest rate spread, net interest margin and the ratio of interest-earning
assets to interest-bearing liabilities would be 2.20%, 2.63% and 111.24%,
respectively.
(2) On a tax equivalent basis, inclusive of BOLI, the net interest spread and
margin for the nine months ended September 30, 2000 and 1999 were 2.26% and
2.79%, and 2.38% and 2.95%, respectively.
12
<PAGE>
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
---------------------------------------------------------------------------
2000 1999
------------------------------------- -----------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
----------- ----------- ---------- ----------- ------------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Federal funds sold and short-term deposits $ 18,566 $ 843 6.05% $ 37,699 $ 1,366 4.83%
Debt and equity securities, net 834,358 46,684 7.46 743,394 37,135 6.66
Mortgage-backed and mortgage
related securities, net 2,484,304 128,014 6.87 3,061,783 149,697 6.52
Real estate loans, net 3,912,786 219,693 7.49 3,548,117 196,786 7.39
Consumer and other loans, net 104,362 6,380 8.15 108,364 6,142 7.56
----------- ---------- ----------- ----------
Total interest-earning assets 7,354,376 401,614 7.28 7,499,357 391,126 6.95
---------- ----------
Non-interest-earning assets (1) 117,184 151,846
----------- -----------
Total assets $ 7,471,560 $ 7,651,203
=========== ===========
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market accounts $ 238,594 7,752 4.33 $ 157,737 4,452 3.76
Savings accounts 939,003 13,502 1.92 993,607 16,927 2.27
Super NOW and NOW accounts 161,755 2,295 1.89 151,775 2,486 2.18
Certificates of deposit 2,536,392 105,152 5.53 2,831,295 107,359 5.06
----------- ---------- ----------- ----------
Total interest-bearing deposits 3,875,744 128,701 4.43 4,134,414 131,224 4.23
Borrowed funds 2,744,650 123,108 5.98 2,486,957 102,532 5.50
----------- ---------- ----------- ----------
Total interest-bearing liabilities 6,620,394 251,809 5.07 6,621,371 233,756 4.71
---------- ----------
Non-interest-bearing liabilities 272,579 232,212
----------- -----------
Total liabilities 6,892,973 6,853,583
Stockholders' equity 578,587 797,620
----------- -----------
Total liabilities and stockholders' equity $ 7,471,560 $ 7,651,203
=========== ===========
Net interest income/interest rate spread (2) $ 149,805 2.21% $ 157,370 2.24%
========== ========= ========== ==========
Net interest margin (2) 2.72% 2.80%
========= ==========
Ratio of interest-earning assets to
interest-bearing liabilities 111.09% 113.26%
========= ==========
</TABLE>
_____________________
(1) Included in non-interest-earning assets for the nine months ended September
30, 2000 is BOLI with an average balance of $52.8 million and income of
$2.9 million. The result of reclassifying the BOLI asset into interest-
earning assets and the associated income from other income to interest
income for the nine months ending September 30, 2000 on the net interest
rate spread, net interest margin and the ratio of interest-earning assets
to interest-bearing liabilities would be 2.21%, 2.75% and 111.88%,
respectively.
(2) On a tax equivalent basis, inclusive of BOLI, the net interest spread and
margin for the nine months ended September 30, 2000 and 1999 were 2.35% and
2.89%, and 2.34% and 2.91%, respectively.
13
<PAGE>
Comparison of Operating Results for the Three Months Ended September 30, 2000
and 1999
General
The Company reported net income of $17.3 million, or basic and diluted earnings
per share of $0.28 for the quarter ended September 30, 2000, compared to $27.6
million, or basic and diluted earnings per share of $0.38 and $0.37,
respectively, for the comparable prior year period.
Net income for the quarter ended September 30, 2000 includes a $12.0 million
restructuring charge relating to sale and divestiture of the Bank's wholly-owned
mortgage banking subsidiary RNMC.
Interest Income
Interest income for the quarter ended September 30, 2000 increased $134,000, or
0.1%, to $133.5 million, from $133.4 million. The increase was primarily the
result of an increase in the average yield on total interest-earning assets from
7.01% for the quarter ended September 30, 1999 to 7.34% for the 2000 comparable
quarter. The increase in yield was offset by a decrease in average interest-
earning assets to $7.27 billion for the quarter ended September 30, 2000 as
compared to $7.61 billion in the comparable quarter of 1999. The decrease in
average interest-earning assets was principally attributable to a $810.1 million
decrease in average mortgage-backed and mortgage related securities, net and a
$2.1 million decrease in average consumer and other loans, net. Partially
offsetting these decreases, the average balance of real estate loans, net
increased $409.4 million from the September 30, 1999 period and the average
balance of debt and equity securities, net increased by $76.3 million for the
same period.
Interest income on mortgage-backed and mortgage related securities, net
decreased $12.3 million, or 24.0%, to $39.2 million for the three months ended
September 30, 2000 from $51.5 million for the same period in 1999. The decrease
was principally the result of a reduction in the average balance of mortgage-
backed and mortgage related securities, net from $3.08 billion for the three
months ended September 30, 1999 to $2.27 billion for the three months ended
September 30, 2000. This decrease was primarily due to management's continued
strategy of repositioning the securities portfolio during the third quarter of
2000 by selling $139.3 million of lower yielding mortgage-backed and mortgage
related securities. The decrease in the average balance was offset by a 21 basis
point increase in the average yield on mortgage-backed and mortgage related
securities, net from 6.68% for the three months ended September 30, 1999 to
6.89% for the same period in 2000.
Interest income on consumer and other loans, net increased $206,000, or 9.8%, to
$2.3 million for the three months ended September 30, 2000 from $2.1 million for
the same period in 1999. This increase was partially the result of a 90 basis
point increase in the average yield on consumer and other loans, net from 7.53%
for the three months ended September 30, 1999 to 8.43% for the same period in
2000. The increase in average yield was principally due to upward repricing of
consumer loan products during the current rising interest rate environment.
Offsetting this increase was a decrease in the average balance of consumer and
other loans, net outstanding from $111.3 million for the three months ended
September 30, 1999 to $109.2 million for the three months ended September 30,
2000.
Interest income on real estate loans increased $9.2 million, or 13.9%, to $75.4
million for the three months ended September 30, 2000, from $66.2 million for
the same period in 1999. The increase was a result of the growth in the average
balance of real estate loans outstanding from $3.61 billion for the quarter
ended September 30, 1999 to $4.02 billion for the quarter ended September 30,
2000. This increase was due, in part, to the Bank retaining for portfolio $477.0
million of one- to four-family loan production for the nine months ended
September 30, 2000 coupled with a $14.6 million, or 10.2%, rise in construction
and commercial real estate loan originations over the same period. The increase
was also the result of a 17 basis point increase in the average yield on real
estate loans from 7.33% for the three months ended September 30, 1999 to 7.50%
for the same period in 2000. The increase in the yield was principally due to
the effect of recent rate increases to the indexes utilized on the adjustable-
rate loan portfolio.
14
<PAGE>
Interest income on debt and equity securities, net increased $3.2 million, or
23.7%, to $16.5 million for the three months ended September 30, 2000 from $13.3
million for the same period in 1999. The increase was the result, in part, of an
increase in the average balance of debt and equity securities, net of $76.3
million, or 9.8%, from $778.6 million for the three months ended September 30,
1999 to $854.9 million for the three months ended September 30, 2000. In
addition to the increase in the average balance of debt and equity securities,
net, the average yield on such securities increased 87 basis points from 6.84%
for the quarter ended September 30, 1999 to 7.71% for the same period in 2000.
Interest Expense
Interest expense for the three months ended September 30, 2000, was $87.0
million, compared to $79.2 million for the three months ended September 30,
1999, an increase of $7.8 million, or 9.8%. The increase in interest expense was
the result of a 52 basis point increase in the average cost of interest-bearing
liabilities, partially offset by a $71.4 million, or 1.1%, decrease in the
average balance of interest-bearing liabilities, from $6.70 billion for the
quarter ended September 30, 1999 to $6.63 billion for the quarter ended
September 30, 2000. The decrease in interest-bearing liabilities reflects a
$241.9 million decrease in the average balance of interest-bearing deposits,
offset by a $170.6 million increase in the average balance of borrowed funds, as
compared to the prior year quarter.
Interest expense on interest-bearing deposits for the three months ended
September 30, 2000 increased $635,000, or 1.5%, to $43.7 million from $43.0
million for the corresponding 1999 period. This increase was primarily due to a
34 basis point increase in the rate paid on interest-bearing deposits from 4.22%
for the three months ended September 30, 1999 to 4.56% for the corresponding
period in 2000. Offsetting this increase was a decrease in the average balance
of savings accounts of $91.4 million and certificates of deposit of $222.7
million, partially offset by a $43.9 million increase in average balance of
money market accounts and an increase in the average balance of Super NOW and
NOW accounts of $28.4 million. The decrease in certificates of deposit was due
to management's strategy of decreasing its reliance on high-cost time deposits
in favor of lower costing core accounts. The increase in average money market,
Super NOW and NOW accounts was achieved by introducing new deposit products and
the continued growth in deposits from the 1999 de-novo branches. The increase in
average cost of deposits was the direct result of the rate increases enacted by
the Federal Reserve over the recent months.
The average balance of borrowed funds increased $170.6 million, or 6.5%, from
$2.63 billion for the three months ended September 30, 1999 to $2.80 billion for
the three months ended September 30, 2000. This increase, combined with a 69
basis point increase in the average cost, resulted in a $7.1 million, or 19.8%,
increase in interest expense on borrowed funds, from $36.2 million for the
quarter ended September 30, 1999, to $43.3 million for the quarter ended
September 30, 2000.
Net Interest Income
Net interest income before provision for loan losses was $46.5 million for the
three months ended September 30, 2000 as compared to $54.2 million for the three
months ended September 30, 1999, a decrease of $7.7 million, or 14.1%.
Management's strategy of divesting some of its lower yielding assets and
repaying some of its highest costing liabilities or investing in higher yielding
assets, resulted in a net interest rate spread and net interest margin for the
quarter ended September 30, 2000, of 2.09% and 2.56%, respectively, as compared
to 2.28% and 2.85% for the quarter ending September 30, 1999, respectively.
Included in non-interest-earning assets for the three month period ending
September 30, 2000 is the Company's investment in BOLI with an average balance
of $101.6 million, an average pre-tax yield of 7.17% and generating $1.9 million
of income reported as non-interest income. The effect of reclassifying the BOLI
to an interest-earning asset and the related income to interest income for the
three months ended September 30, 2000 would result in a net interest rate spread
of 2.10%, a net interest margin of 2.63% and a ratio of interest-earning assets
to interest-bearing liabilities
15
<PAGE>
of 111.24%. Inclusion of the BOLI as an interest-earning asset for the three
months ended September 30, 2000, would have resulted in an increase of 1 basis
point and 7 basis points in the net interest rate spread and margin,
respectively.
Provision for Loan Losses
The Company had a $1.0 million provision for loan losses for the three months
ended September 30, 2000 as compared to no provision for loan losses for the
same period in 1999. The $1.0 million provision for loan losses for the three
months ended September 30, 2000 represents a provision relating to $11.2 million
of loans transferred from RNMC as part of the sale and divestiture process. The
provision for, or lack of a provision for, loan losses for the three months
ended September 30, 2000 and 1999 reflects management's qualitative and
quantitative assessment of the loan portfolio, net charge-offs and collection of
delinquent loans. At September 30, 2000 and December 31, 1999, the allowance for
loan losses amounted to $40.7 million and $40.2 million, respectively, and the
ratio of such allowance to total non-performing loans was 353.61% at September
30, 2000, as compared to 211.75% at December 31, 1999.
The Company's formalized process for assessing the adequacy of the allowance for
loan losses, and the resultant need, if any, for periodic provisions to the
allowance charged to income, entails both individual loan analyses and loan pool
analyses. The individual loan analyses are periodically performed on
individually significant loans, or when otherwise deemed necessary, and
primarily encompasses multi-family, commercial real estate and construction and
development loans. The result of these individual analyses is the allocation of
the overall allowance to specific allowances for individual loans, for both
loans considered impaired and non-impaired.
The loan pool analyses are performed on the balance of the portfolio, primarily
the one- to four-family residential and consumer loans. The pools consist of
aggregations of homogeneous loans having similar credit risk characteristics.
Examples of pools defined by the Company for this purpose are Company-
originated, fixed-rate residential loans; Company-originated, adjustable-rate
residential loans; purchased fixed-rate residential loans; outside-serviced
residential loans; residential second mortgage loans; participations in
conventional first mortgages; residential construction loans; commercial
construction loans, etc. For each such defined pool, there is a set of sub-pools
based upon delinquency status: current, 30-59 days, 60-89 days, 90-119 days and
120+ days (the latter two sub-pools are considered to be "classified" by the
Company). For each sub-pool, the Company has developed a range of allowance
necessary to adequately provide for probable losses inherent in that pool of
loans. These ranges are based upon a number of factors including the risk
characteristics of the pool, actual loss and migration experience, expected loss
and migration experience considering current economic conditions, industry
norms, and the relative seasoning of the pool. The ranges of allowance developed
by the Company are applied to the outstanding principal balance of the loans in
each sub-pool; as a result, further specific and general allocations of the
overall allowance are made (the allocations for the classified sub-pools are
considered specific and the allocations for the non-classified sub-pools are
considered general).
The Company's overall allowance also contains an unallocated amount which is
supplemental to the results of the aforementioned process and takes into
consideration known and expected trends that are likely to affect the
creditworthiness of the loan portfolio as a whole such as national and local
economic conditions, unemployment conditions in the local lending area and the
timeliness of court foreclosures proceedings in the Company's local and other
lending areas. Management continues to believe the Company's reported allowance
for loan losses is both appropriate in the circumstances and adequate to provide
for estimated probable losses inherent in the loan portfolio.
Non-Interest Income
Non-interest income decreased $6.8 million, or 96.7%, from $7.0 million for the
quarter ended September 30, 1999 to $232,000 for the same quarter in 2000. The
decrease in the third quarter of 2000 reflects a net loss on securities of $6.0
million and a decrease in mortgage banking operation of $2.9 million as compared
to the prior year quarter. These decreases were partially offset by BOLI income
of $1.9 million and an increase in fees and
16
<PAGE>
service charges of $305,000. The in net loss on securities of $6.0 million was
due to management's continued investment strategy of repositioning its
securities portfolio during the third quarter of 2000, through the sale of
$156.6 million of securities. The decrease in mortgage banking operations income
was due to the sale and divestiture of its mortgage banking subsidiary during
the third quarter of 2000. The increase in fees and service charges was
attributable to a rise in fee income and service charges, reflecting the
continued success of the Bank's checking account campaigns, as well as increased
fee income associated with the sale of alternative investment products.
Non-Interest Expense
Non-interest expense totaled $26.2 million for the quarter ended September 30,
2000, as compared to $18.9 million for the same period in 1999. This increase in
non-interest expense of $7.3 million, or 38.5%, for the three months ended
September 30, 2000 was primarily attributable to the $12.0 million restructuring
charge relating to the sale and divestiture of RNMC.
General and administrative expenses for the quarter ended September 30, 2000
decreased $4.6 million, or 24.1%, to $14.2 million from $18.8 million for the
quarter ended September 30, 1999. The decrease in general and administrative
expenses was primarily due to the decrease in compensation and employee benefit
costs of $5.0 million and a $251,000 decrease in occupancy and equipment
expense. This decrease was partially offset by an increase in other non-interest
expenses of $530,000 and an increase in advertising and promotion expense of
$84,000.
The decrease in compensation and employee benefit expense represents a $3.5
million benefit related to an employee benefit plan settlement gain, as well as,
a reduction in salary and commissions concurrent with the sale and divestiture
of RNMC. The decrease in occupancy and equipment expense relates to the sale and
divestiture of RNMC. The increase in other non-interest expense reflects an
increase in data and item processing associated with increased retail
transactional activity and a $1.0 million charge relating to certain other
assets of the Company. The increase in advertising and promotion expense was due
to the Bank's recent free checking campaign.
Income Taxes
The provision for income taxes decreased $12.4 million, from $14.7 million
recorded during the quarter ended September 30, 1999, to $2.3 million recorded
during the quarter ended September 30, 2000. The decrease is attributable to the
decline in income before income taxes of $22.7 million in the current period as
compared to the same prior year period. Additionally, the tax provision for the
quarter ended September 30, 2000 reflects the effect of a full quarter of the
Bank's investment in BOLI and a $2.9 million benefit relating to T R Financial
Corp.
Comparison of Operating Results for the Nine Months Ended September 30, 2000 and
1999
General
The Company reported net income of $65.8 million, or basic and diluted earnings
per share of $1.03 and $1.02, respectively, for the nine months ended September
30, 2000, as compared to a net loss of $6.8 million, or basic and diluted loss
per share of $0.09 for the comparable prior year period. Net income for the nine
months ended September 30, 2000 includes a $12.0 million restructuring charge
relating to sale and divestiture of the Bank's wholly-owned mortgage banking
subsidiary RNMC.
17
<PAGE>
The nine months ended September 30, 1999, net loss includes $89.2 million of
merger related costs associated with the acquisition of T R Financial Corp. and
$5.9 million of restructuring charges relating to the January 1999 early
retirement program. Additionally, an extraordinary item of $4.2 million, net of
tax, was incurred during the nine months ended September 30, 1999, relating to
prepayment penalties incurred in recasting the borrowed funds position.
Interest Income
Interest income for the nine months ended September 30, 2000, increased $10.5
million, or 2.7%, to $401.6 million, from $391.1 million for the nine months
ended September 30, 1999. The increase was primarily the result of an increase
in the average yield on total interest-earning assets from 6.95% for the nine
months ended September 30, 1999, to 7.28% for the 2000 comparable quarter.
Offsetting this increase was the decrease in average interest-earning assets to
$7.35 billion for the nine months ended September 30, 2000, as compared to $7.50
billion for the same period in 1999. The decrease in average interest-earning
assets was principally attributable to a $577.5 million, or 18.9%, decrease in
the average balance of mortgage-backed and mortgage related securities, net and
a $4.0 million, or 3.7%, decrease in the average balance of consumer and other
loans. This decrease was offset by growth of $364.7 million, or 10.3%, in the
average balance of real estate loans, net and $91.0 million, or 12.2%, in the
average balance of debt and equity securities, net.
Interest income on mortgage-backed and mortgage related securities, net
decreased $21.7 million, or 14.5%, to $128.0 million for the nine months ended
September 30, 2000, from $149.7 million for the same period in 1999. The
decrease was principally the result of a reduction in the average balance of
mortgage-backed and mortgage related securities, net from $3.06 billion for the
nine months ended September 30, 1999, to $2.48 billion for the nine months ended
September 30, 2000. This decrease was due to management's ongoing strategy of
repositioning the securities portfolio through the sale of lower yielding
assets. The decrease in the average balance was partially offset by a 35 basis
point increase in the average yield on mortgage-backed and mortgage related
securities, net from 6.52% for the nine months ended September 30, 1999, to
6.87% for the same period in 2000.
Interest income on consumer and other loans, net increased $238,000, or 3.9%, to
$6.4 million for the nine months ended September 30, 2000 from $6.1 million for
the same period in 1999. The increase in interest income was the result of a 59
basis point increase in the average yield on consumer and other loans, net from
7.56% for the nine months ended September 30, 1999 to 8.15% for the same period
in 2000. This increase was offset by a decrease in the average balance of
consumer and other loans, net from $108.4 million for the nine months ended
September 30, 1999, to $104.4 million for the nine months ended September 30,
2000.
Interest income on real estate loans increased $22.9 million, or 11.6%, to
$219.7 million for the nine months ended September 30, 2000 from $196.8 million
for the same period in 1999. The increase was a result of the growth in the
average balance of real estate loans outstanding from $3.55 billion for the nine
months ended September 30, 1999 to $3.91 billion for the nine months ended
September 30, 2000, primarily due to increased real estate loan production. The
increase was also the result of a 10 basis point increase in the average yield
on real estate loans from 7.39% for the nine months ended September 30, 1999 to
7.49% for the same period in 2000. The increase in the yield was principally due
to the effect of recent rate increases to the indexes utilized on the
adjustable-rate loan portfolio.
Interest income on debt and equity securities, net increased $9.6 million, or
25.7%, to $46.7 million for the nine months ended September 30, 2000, from $37.1
million for the same period in 1999. The increase was the result of an increase
in the average balance of debt and equity securities, net of $91.0 million,
coupled with a 80 basis point increase in the average yield from 6.66% for the
nine months ended September 30, 1999, to 7.46% for the same period in 2000.
18
<PAGE>
Interest Expense
Interest expense for the nine months ended September 30, 2000, was $251.8
million, compared to $233.8 million for the nine months ended September 30,
1999, an increase of $18.0 million, or 7.7%. The increase in interest expense is
related to a 36 basis point increase in the average cost of interest-bearing
liabilities, partially offset by a $977,000, or 0.01%, decrease in the average
balance of interest-bearing liabilities from the nine months ended September 30,
1999, to the nine months ended September 30, 2000.
The average balance of borrowed funds increased $257.7 million, or 10.4%, from
$2.49 billion for the nine months ended September 30, 1999 to $2.74 billion for
the nine months ended September 30, 2000. This increase, combined with a 48
basis point increase in the average cost, resulted in a $20.6 million increase
in interest expense on borrowed funds, from $102.5 million for the nine months
ended September 30, 1999, to $123.1 million for the quarter ended September 30,
2000. The proceeds from the increase in average borrowed funds have been
primarily used to fund loan growth and to repurchase common stock.
Interest expense on interest-bearing deposits for the nine months ended
September 30, 2000 decreased $2.5 million, or 1.9%, to $128.7 million from
$131.2 million for the corresponding 1999 period. This decrease was primarily
due to a decrease in the average balance of certificates of deposit of $294.9
million, which was partially offset by an increase in the average balance of
money market accounts of $80.9 million. The decrease in certificates of deposit
was due to management's strategy of decreasing its reliance on long-term, high-
cost time deposits. The increase in average money market accounts was achieved
by introducing new deposit products during the later part of 1999. The effect of
lower average deposit balances was offset by a 20 basis point increase in the
average cost of deposits. The increase in average cost was the result of the
current rising interest rate environment.
Net Interest Income
Net interest income before provision for loan losses was $149.8 million for the
nine months ended September 30, 2000, as compared to $157.4 million for the nine
months ended September 30, 1999, a decrease of $7.6 million, or 4.8%. The
decrease resulted from the decreases in the net interest rate spread and margin
of 3 and 8 basis points, respectively, for the nine months ended September 30,
2000 as compared to the nine months ended September 30, 1999.
The decreases in the net interest rate spread and margin to 2.21% and 2.72%,
respectively, for the nine months ended September 30, 2000, reflects the impact
of the higher interest rate environment and management's strategy of controlling
balance sheet growth during economic cycles which offer narrow profit margins.
Additionally, the average balance of certificates of deposit has continued to
decline as certificates renew in the current interest rate environment, offset
in part by an increase in the average balance of core deposits. The average
yield of interest-earning assets increased 33 basis points to 7.28%, while the
average cost of interest-bearing liabilities rose 36 basis points to 5.07% for
the nine months ended September 30, 2000 as compared to 4.71% for the same 1999
period.
Included in non-interest-earning assets for the nine month period ending
September 30, 2000 is the Company's investment in BOLI with an average balance
of $52.8 million, an average pre-tax yield of 7.17% and generating $2.9 million
of income reported as non-interest income. The effect of reclassifying the BOLI
to an interest-earning asset and the related income to interest income for the
nine months ended September 30, 2000 would result in a net interest rate spread
of 2.21%, a net interest margin of 2.75% and a ratio of interest-earning assets
to interest-bearing liabilities of 111.88%. Inclusion of the BOLI as an
interest-earning asset for the nine months ended September 30, 2000, would have
resulted in a 3 basis point increase in the net interest rate margin, with no
effect to the net interest rate spread.
19
<PAGE>
Provision for Loan Losses
The Company had a $1.0 million provision for loan losses for the nine months
ended September 30, 2000 as compared to no provision for loan losses for the
same period in 1999. The $1.0 million provision for loan losses for the nine
months ended September 30, 2000 represents a provision relating to $11.2 million
of loans transferred from RNMC as part of the sale and divestiture process. The
provision for, or lack of a provision for, loan losses for the nine months ended
September 30, 2000 and 1999 reflects management's qualitative and quantitative
assessment of the loan portfolio, net charge-offs and collection of delinquent
loans.
Non-Interest Income
Non-interest income decreased $16.4 million, or 79.2%, to $4.3 million for the
nine months ended September 30, 2000, as compared to non-interest income of
$20.7 million for the same prior year period. The decrease was principally the
result of $20.5 million decrease in net gains on sales of securities for the
nine month period ended September 30, 2000, as compared to the 1999 comparable
period. Fees and service charges income increased $2.4 million, or 61.7%, to
$6.2 million for the nine months ended September 30, 2000 from $3.8 million for
the comparable 1999 period. This increase is primarily due to increased fee
income generated from the sale of alternative investment products and other
retail banking fees. Other non-interest income increased $5.4 million for the
nine months ended September 30, 2000, as compared to the corresponding 1999
period. This increase is reflective of the inclusion of the $3.6 million gain on
sale of the former T R Financial Corp. headquarters located in Garden City, New
York and $2.9 million in income generated from the second quarter 2000 BOLI
investment. Partially offsetting these increases is the $3.7 million, or 29.7%,
decrease in mortgage banking operations income, concurrent with the sale and
divestiture of RNMC.
Non-Interest Expense
Non-interest expense totaled $65.3 million for the nine months ended September
30, 2000, as compared to $151.5 million for the nine months ended September 30,
1999, a decrease of $86.2 million, or 56.9%. The decrease in non-interest
expense was primarily attributable to merger related costs associated with the
acquisition of T R Financial Corp. incurred during the nine months ended
September 30, 1999 totaling $89.2 million and the restructuring charge in
connection with the early retirement program for The Roslyn Savings Bank
employees totaling $5.9 million. Partially offsetting this decrease was a $12.0
million, third quarter 2000, restructuring charge relating to the sale and
divestiture of RNMC.
General and administrative expenses for the nine months ended September 30,
2000, decreased $3.3 million, or 5.8%, to $52.9 million from $56.2 million for
the nine months ended September 30, 1999. The decrease in general and
administrative expenses was due to the reduction in compensation and employee
benefit costs of $6.4 million, offset by increases in occupancy and equipment of
$152,000, deposit insurance premiums of $321,000, advertising and promotion of
$407,000 and other non-interest expenses of $2.2 million.
The decrease in compensation and employee benefit expenses was due to the
recognition of an employee benefit plan settlement gain, decreased salary and
commissions relating to the RNMC sale and divestiture and to a lesser extent, a
full nine months of post merger staff reductions. The increase in occupancy and
equipment expense relates to the additional expenses associated with operating
of several new banking locations, coupled with the loss of rental income from
Bank owned properties that were sold during the fourth quarter of 1999. These
increases were partially offset by
20
<PAGE>
reductions in occupancy costs resulting from the RNMC sale and divestiture in
the third quarter of 2000. The increase in advertising and promotion expense was
due to the recent promotion of the Bank's free checking campaign. Other non-
interest expenses increased due, in part, to higher data processing charges and
a $1.0 million charge relating to certain other assets of the Company.
Income Taxes
Total income tax expense decreased $7.2 million, from $29.2 million recorded
during the nine months ended September 30, 1999, to $22.0 million during the
nine months ended September 30, 2000. The decrease is partially attributable to
the tax effect of the merger related costs and other restructuring charges,
which were deemed to be non-deductible and occurred during the nine months ended
September 30, 1999, offset by an increase in income before income taxes during
the nine months ended September 30, 2000. The decrease was also attributable to
the effect of the Bank's investment in BOLI and a $2.9 million benefit relating
to T R Financial Corp.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, reverse-repurchase
agreements, FHLB borrowings and proceeds from the principal and interest
payments on loans and securities. While maturities and scheduled amortization of
loans and securities are predictable sources of funds, deposit outflows,
prepayment of mortgage loans and mortgage-backed securities are greatly
influenced by general interest rates, economic conditions and competition.
The primary investing activities of the Company are the origination of mortgage
and construction loans and the purchase of mortgage-backed, mortgage related,
debt and equity securities. During the first nine months of 2000 the Bank
originated $786.1 million of one- to four-family loans as compared to $1.07
billion for the same nine month period of 1999. This decrease was primarily due
to the recent rising interest rate environment, which has resulted in a decrease
in mortgage and mortgage refinancing activity. In addition, during the nine
months ended September 30, 2000, the Bank originated $158.3 million of
construction and commercial real estate loans, as compared with $145.9 million
in the comparable 1999 period. Purchases of debt, equity, mortgage-backed and
mortgage related securities available-for-sale totaled $149.8 million and $2.03
billion during the nine months ended September 30, 2000 and 1999, respectively.
In addition to the above investing activities, the Company, during the second
quarter of 2000, made a $100.0 million investment in Bank Owned Life Insurance
and during the third quarter 2000 invested $25.0 million in a joint venture for
the development of a residential community.
The Company closely monitors its liquidity position on a daily basis. Excess
short-term liquidity is invested in overnight federal funds sold. In the event
that the Bank should require funds beyond its ability to generate them
internally, additional sources of funds are available through the use of
reverse-repurchase agreements and FHLB borrowings. At September 30, 2000, the
Company had $2.60 billion in borrowings outstanding, as compared to $2.84
billion at December 31, 1999.
The Company's most liquid assets are cash and cash equivalents, short-term
securities and securities available-for-sale. The levels of these assets are
dependent on the Company's operating, financing, lending and investment
activities during any given period.
Management of Interest Rate Risk
The principal objectives of the Company's interest rate risk management are to
evaluate the interest rate risk inherent in certain balance sheet accounts,
determine the level of risk appropriate given the Company's business strategy,
operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with the Board of Directors' approved
guidelines. Through such management, the Company seeks to reduce the
vulnerability of its operations to changes in interest rates. The Company's
Board of Directors reviews the Company's
21
<PAGE>
interest rate risk position on a monthly basis. The Company's Board of Directors
has established an Asset/Liability Committee comprised of the Company's senior
management under the direction of the Board of Directors. Senior management is
responsible for reviewing with the Board of Directors its activities and
strategies, the effect of those strategies on the Company's net interest margin,
the market value of the portfolio of investments, loans and financial
liabilities and the effect that changes in interest rates will have on the
Company's portfolio and exposure limits.
The Company has utilized the following strategies to manage interest rate risk:
(i) increasing low-cost core deposits through expanding its product offerings
and branch network, while reducing the portfolio of high-cost time deposits;
(ii) focusing on higher margin business lines and improving its risk profile by
expanding construction and commercial real estate lending, consumer lending and
business banking and (iii) utilization of short-term borrowings to sustain its
asset position while maintaining market spreads. In addition, during the third
quarter the Company announced strategic initiatives to de-emphasize residential
mortgage lending through the sale and divestiture of its mortgage banking
subsidiary. Management believes that reducing its exposure to interest rate
fluctuations will enhance long-term profitability.
22
<PAGE>
Gap Analysis
The matching of assets and liabilities may be analyzed by examining the extent
to which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's "interest rate sensitivity gap." An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of interest-earning assets
maturing or repricing within a specific time period and the amount of interest-
bearing liabilities maturing or repricing within that same time period. At
September 30, 2000, the Company's one-year gap position was negative 30.86%. A
gap is considered negative when the amount of interest rate sensitive
liabilities exceeds the amount of interest rate sensitive assets. A gap is
considered positive when the amount of interest rate sensitive assets exceeds
the amount of interest rate sensitive liabilities. During a period of rising
interest rates, an institution with a negative gap position would be in a worse
position to invest in higher yielding assets which, consequently, may result in
the cost of its interest-bearing liabilities increasing at a rate faster than
its yield on interest-earning assets, as compared to if it had a positive gap.
Accordingly, during a period of falling interest rates, an institution with a
negative gap would tend to have its interest-bearing liabilities repricing
downward at a faster rate than its interest-earning assets, as compared to an
institution with a positive gap which, consequently, may tend to positively
affect the growth of its net interest income. The Company's September 30, 2000
cumulative one-year gap position reflects the classification of available-for-
sale securities within repricing periods based on their contractual maturities
adjusted for estimated prepayments, if any. If those securities at September 30,
2000 were classified within the one-year maturity or repricing category, net
interest-earning assets would have exceeded interest-bearing liabilities
maturing or repricing within the same period by $38.7 million, representing a
positive cumulative one-year gap position of 0.52%. The available-for-sale
securities may or may not be sold, subject to management's discretion. Given the
Company's existing liquidity position and its ability to sell securities from
its available-for-sale portfolio, management of the Company believes that its
negative gap position will not have a material adverse effect on its liquidity
position.
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at September 30, 2000, which are
anticipated by the Company, based upon certain assumptions, to reprice or mature
in each of the future time periods shown (the Gap Table). Except as stated
below, the amount of assets and liabilities shown which reprice or mature during
a particular period were determined in accordance with the earlier of term to
repricing or the contractual maturity of the asset or liability. The Gap Table
sets forth an approximation of the projected repricing of assets and
liabilities at September 30, 2000, on the basis of contractual maturities,
anticipated prepayments, and scheduled rate adjustments within a one year period
and subsequent annual time intervals. Prepayment assumptions ranging from 8.00%
to 12.00% per year were applied to the real estate loan portfolio, dependent
upon the loan type and coupon. Mortgage-backed and mortgage related securities
were assumed to prepay at rates between 8.00% and 22.00% annually. Prepayment
and deposit decay rates can have a significant impact on the Company's estimated
gap. While the Company believes such assumptions are reasonable, there can be no
assurance that assumed prepayment rates and decay rates will approximate actual
future real estate loan and mortgage-backed and mortgage related securities
prepayments and deposit withdrawal activity.
In addition to the foregoing, callable features of certain assets and
liabilities may cause actual experience to vary from that indicated. Included
in the Gap Table are $357.0 million of callable securities at their estimated
fair value, classified according to their maturity dates, which are within the
"Over Five Years" maturity category. Of such securities, $185.5 million are
callable with in one year and the remaining are callable over five years. Also
included in the Gap Table are $1.02 billion of callable borrowings, classified
according to their maturity dates, which are primarily due within three years.
If callable borrowings at September 30, 2000 were classified according to their
first call date, the Company's one-year gap position would be negative 42.11%.
In addition, of such callable borrowings, $885.0 million are callable within one
year.
The Company's negative gap position, at December 31, 1999 of negative 22.72% and
September 30, 2000 of negative 30.86%, primarily reflects the effect of maturing
and callable borrowings and short-term certificates of deposit. As borrowings
mature or are called they are primarily being rolled-over into other short-term
borrowings with maturities
23
<PAGE>
less than one year. Management's decision to utilize short-term borrowings is
based upon the current interest rate environment. The high concentration of
certificates of deposit maturing in the "Up to One Year" category reflects
management's strategy of reducing its reliance on high-cost longer-term time
deposits in favor of lower-cost shorter-term time deposits.
24
<PAGE>
<TABLE>
<CAPTION>
At September 30, 2000
---------------------------------------------------------------------------------------------
One Two Three Four Over
Up to to Two to Three to Four to Five Five
One Year Years Years Years Years Years Total
---------- --------- ----------- ----------- ---------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets (1)
Federal funds sold $ 42,100 $ - $ - $ - $ - $ - $ 42,100
Debt and equity
securities, net (2) 40,396 1,009 - - - 764,910 806,315
Mortgage-backed and
mortgage related
securities, net (2) 481,216 257,862 214,791 178,920 149,040 726,041 2,007,870
Real estate loans,
net (3) (4) 869,137 430,427 409,563 368,117 383,041 1,543,596 4,003,881
Consumer loans, net (4) 53,709 38,313 1,073 761 - 443 94,299
----------- ----------- ----------- ----------- --------- ---------- ----------
Total interest-earning
assets 1,486,558 727,611 625,427 547,798 532,081 3,034,990 6,954,465
----------- ----------- ----------- ----------- --------- ---------- ----------
Interest-bearing liabilities:
Money market accounts 48,645 23,623 14,153 10,180 8,232 134,347 239,180
Savings accounts 71,093 65,057 59,542 54,505 49,900 556,980 857,077
Super NOW and NOW accounts 6,864 6,589 6,326 6,073 5,830 139,913 171,595
Certificates of deposit 2,093,757 291,046 65,137 77,168 12,434 18,125 2,557,667
Borrowed funds 1,520,047 87,105 7,006 100,006 25,007 860,783 2,599,954
----------- ----------- ----------- ----------- --------- ---------- ----------
Total interest-bearing
liabilities 3,740,406 473,420 152,164 247,932 101,403 1,710,148 6,425,473
----------- ----------- ----------- ----------- --------- ---------- ----------
Interest sensitivity
gap (5) $(2,253,848) $ 254,191 $ 473,263 $ 299,866 $ 430,678 $1,324,842 $ 528,992
=========== =========== =========== =========== ========= ========== ==========
Cumulative interest
sensitivity gap $(2,253,848) $(1,999,657) $(1,526,394) $(1,226,528) $(795,850) $ 528,992
=========== =========== =========== =========== ========= ==========
Cumulative interest
sensitivity gap as a
percentage of total assets (30.86)% (27.38)% (20.90)% (16.79)% (10.90)% 7.24%
Cumulative net interest-
earning assets as a
percentage of cumulative
interest- bearing liabilities 39.74 % 52.55 % 65.04 % 73.42 % 83.12 % 108.23%
</TABLE>
(1) Interest-earning assets are included in the period in which the
balances are expected to be re-deployed and/or repriced as a result of
anticipated prepayments, scheduled rate adjustments and contractual
maturities.
(2) Debt, equity and mortgage-backed and mortgage related securities, net
are shown at their respective carrying values. Included in debt and
equity securities, net is $75.2 million of FHLB stock included in the
"Over Five Years" category.
(3) For the purpose of the gap analysis, the allowance for loan losses and
non-accrual loans have been excluded.
(4) Loans held-for-sale, net are included in the "Up to One Year" category.
(5) Interest sensitivity gap represents the difference between net
interest-earning assets and interest-bearing liabilities.
25
<PAGE>
Certain shortcomings are inherent in the method of analysis presented in the
foregoing table. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as adjustable rate mortgage (ARM)
loans, have features which limit adjustments to interest rates on a short-term
basis and over the life of the asset. Further, in the event of a change in
interest rates, prepayment and early withdrawal levels may deviate significantly
from those assumed in calculating the table. Finally, the ability of borrowers
to service their ARM loans may decrease in the event of an interest rate
increase. The table reflects the estimates of management as to periods to
repricing at particular points in time. Among the factors considered,
management monitors both current trends and its historical repricing experience
with respect to particular or similar products. For example, the Bank has a
number of deposit accounts, including passbook savings, Super NOW and NOW
accounts and money market accounts which, subject to certain regulatory
exceptions, may be withdrawn at any time. The Bank, based upon its historical
experience, assumes that while all customers in these account categories could
withdraw their funds on any given day, they will not do so, even if market
interest rates were to change. As a result, different assumptions may be used
at different points in time.
26
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
For a description of the Company's quantitative and qualitative disclosures
about market risk, see the information set forth under the caption "Management's
Discussion and Analysis of Financial Conditions and Results of Operations-
Interest Rate Sensitivity Analysis."
27
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
The Company is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business. Such
routine legal proceedings, in the aggregate, are believed by management to be
immaterial to the Company's financial condition or results of operations.
Item 2. Changes in Securities and Use of Proceeds
On September 26, 2000, the Company entered into the Shareholder
Protection Rights Agreement, dated as of September 26, 2000, between the Company
and Registrar and Transfer Company, as Rights Agent (the "Rights Agreement").
Under the Rights Agreement each stockholder of record as of October 10, 2000
received a dividend of one right ("Right") for each outstanding share of common
stock, par value $0.01 of the Company they own. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of one share
of Series A Junior Participating Preferred Stock at an exercise price of $75.00,
subject to adjustment. The description and terms of the Rights are set forth in
the Rights Agreement, a copy of which is attached as Exhibit 4.1 to the Form 8-A
the Company filed with the SEC on September 29, 2000.
The foregoing summary of the Rights Agreement is not complete and is
qualified in its entirety by reference to the complete text of such document
filed as an exhibit herewith and incorporated herein by reference.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
On October 31, 2000, Roslyn National Mortgage Corporation (RNMC), the
wholly owned subsidiary of The Roslyn Savings Bank, consummated its
previously announced letter of intent to sell a substantial part of the
residential origination capabilities of RNMC to American Home Mortgage
Holdings, Inc. (AHM). The sale price was approximately $200,000 in
cash. As part of the sale, AHM will also assume certain liabilities of
RNMC and will reimburse RNMC for any expenses incurred on its behalf.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
3.1 Certificate of Incorporation of Roslyn Bancorp, Inc. (1)
3.2 Certificate of Amendment to Certificate of Incorporation of
Roslyn Bancorp, Inc. (2)
3.3 Third Amended and Restated Bylaws of Roslyn Bancorp, Inc. (3)
4.1 Shareholder Protection Rights Agreement, dated as of September
26, 2000, between Roslyn Bancorp, Inc. and Registrar and Transfer
Company, as Rights Agent (4)
11.0 Statement Re: Computation of Per Share Earnings
27.0 Financial Data Schedule
28
<PAGE>
(b) Reports on Form 8-K
-------------------
On August 31, 2000, Roslyn filed a current report on Form 8-K
regarding the sale of a substantial part of the residential
origination capabilities of Roslyn National Mortgage Corporation
(RNMC) and the dissolution of RNMC's remaining assets.
1. Incorporated by reference into this document from Exhibits filed with the
Registration Statement on Form S-1, and any amendments thereto,
Registration Statement No. 333-10471, filed with the Securities and
Exchange Commission on August 20, 1996.
2. Incorporated by reference into this document from the Exhibits to the
Company's quarterly report on Form 10-Q, Commission File No. 0-28886, filed
with the Securities and Exchange Commission on August 13, 1999.
3. Incorporated by reference into this document from Exhibits to the Company's
quarterly report on Form 10-Q, Commission file No. 0-28886, filed with the
Securities and Exchange Commission on August 10, 2000.
4. Incorporated by reference into the document from Exhibits to the Company's
Form 8-A, Commission File No. 0-28886, filed with the Securities and
Exchange Commission on September 29, 2000.
29
<PAGE>
Exhibit Index
-------------
11.0 Statement Re: Computation of Per Share Earnings
27.0 Financial Data Schedule (submitted only with electronic filing)
30
<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.
ROSLYN BANCORP, INC.
(Registrant)
Date: November 13, 2000 By: /s/ Joseph L. Mancino
----------------------- ------------------------------------------
Joseph L. Mancino
Vice Chairman of the Board, President
and Chief Executive Officer
Date: November 13, 2000 By: /s/ Michael P. Puorro
----------------------- ------------------------------------------
Michael P. Puorro
Treasurer and Chief Financial Officer
31
