<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 June 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 Identification No.)
Incorporation or Organization)
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, August 7, 2000
----------------------- --------------------------------------------
$.01 Par Value 64,771,204
-------------- ----------
<PAGE>
FORM 10-Q
ROSLYN BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
PART I - FINANCIAL INFORMATION
------------------------------
<S> <C>
ITEM 1. Financial Statements - (Unaudited):
Consolidated Statements of Financial Condition at
June 30, 2000 and December 31, 1999 1
Consolidated Statements of Income for the three and six months ended
June 30, 2000 and 1999 2
Consolidated Statement of Changes in Stockholders' Equity
for the six months ended June 30, 2000 3
Consolidated Statements of Cash Flows
for the six months ended June 30, 2000 and 1999 4
Notes to Unaudited Consolidated Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 24
PART II - OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings 25
ITEM 2. Changes in Securities and Use of Proceeds 25
ITEM 3. Defaults Upon Senior Securities 25
ITEM 4. Submission of Matters to a Vote of Security Holders 25
ITEM 5. Other Information 26
ITEM 6. Exhibits and Reports on Form 8-K 26
Signature Page 28
</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>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
ASSETS
------
Cash and cash equivalents:
Cash and cash items $ 7,945 $ 8,937
Due from banks 48,385 39,112
Money market investments 16,900 30,800
----------- -----------
Total cash and cash equivalents 73,230 78,849
Debt and equity securities available-for-sale, net 689,961 729,201
Mortgage-backed and mortgage related securities available-for-sale, net 2,204,160 2,801,284
----------- -----------
2,894,121 3,530,485
Federal Home Loan Bank of New York (FHLB) stock, at cost 60,396 28,029
Loans held-for-sale, net 73,236 62,852
Loans receivable held for investment, net:
Real estate loans, net 3,963,794 3,746,711
Consumer loans, net 97,550 101,751
----------- -----------
4,061,344 3,848,462
Allowance for loan losses (39,673) (40,155)
----------- -----------
Total loans receivable held for investment, net of allowance for loan losses 4,021,671 3,808,307
Banking house and equipment, net 31,451 30,790
Accrued interest receivable 42,290 42,763
Excess of cost over fair value of net assets acquired, net 2,947 3,215
Real estate owned, net 322 --
Deferred tax asset, net 106,828 97,156
Other assets 147,967 42,737
----------- -----------
Total assets $ 7,454,459 $ 7,725,183
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities
Deposits:
Savings accounts $ 873,188 $ 915,369
Certificates of deposit 2,515,362 2,605,454
Money market accounts 233,191 228,760
Demand deposit accounts 307,751 296,029
----------- -----------
Total deposits 3,929,492 4,045,612
Official checks outstanding 23,404 25,758
Borrowed funds:
Reverse-repurchase agreements 2,052,417 2,449,345
Other borrowings 727,913 395,196
----------- -----------
Total borrowed funds 2,780,330 2,844,541
Accrued interest and dividends 28,290 28,924
Mortgagors' escrow and security deposits 54,981 59,465
Accrued taxes payable 10,454 15,905
Accrued expenses and other liabilities 50,017 67,319
----------- -----------
Total liabilities 6,876,968 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 66,478,704 and 71,551,008 shares outstanding at June
30, 2000 and December 31, 1999, respectively 792 792
Additional paid-in-capital 502,854 492,311
Retained earnings - substantially restricted 504,350 478,891
Accumulated other comprehensive loss:
Net unrealized loss on securities available-for-sale, net of tax (120,222) (109,557)
Unallocated common stock held by Employee Stock Ownership Plan (ESOP) (47,528) (48,425)
Unearned common stock held by Stock-Based Incentive Plan (SBIP) (17,602) (20,894)
Common stock held by Supplemental Executive Retirement Plan and Trust (SERP), at
Cost (372,699 and 347,895 shares at June 30, 2000 and December 31, 1999,
respectively) (4,600) (4,191)
Treasury stock, at cost (12,361,500 and 7,314,000 shares at June 30, 2000
and December 31, 1999, respectively) (240,553) (151,268)
----------- -----------
Total stockholders' equity 577,491 637,659
----------- -----------
Total liabilities and stockholders' equity $ 7,454,459 $ 7,725,183
=========== ===========
</TABLE>
See accompanying notes to unaudited 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 Six Months
June 30, Ended June 30,
----------------------------------- ----------------------------------
2000 1999 2000 1999
----------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Interest income:
Federal funds sold and short-term deposits $ 387 $ 332 $ 620 $ 1,026
Debt and equity securities 15,731 12,030 30,216 23,826
Mortgage-backed and mortgage related securities 41,264 48,553 88,844 98,188
Real estate loans 73,179 65,134 144,307 130,625
Consumer loans 2,031 2,081 4,079 4,047
----------------- ---------------- ---------------- ----------------
Total interest income 132,592 128,130 268,066 257,712
----------------- ---------------- ---------------- ----------------
Interest expense:
Deposits 42,602 43,632 85,026 88,184
Borrowed funds 39,725 32,894 79,759 66,334
----------------- ---------------- ---------------- ----------------
Total interest expense 82,327 76,526 164,785 154,518
----------------- ---------------- ---------------- ----------------
Net interest income before provision for
loan losses 50,265 51,604 103,281 103,194
Provision for loan losses -- -- -- --
----------------- ---------------- ---------------- ----------------
Net interest income after provision for loan losses 50,265 51,604 103,281 103,194
----------------- ---------------- ---------------- ----------------
Non-interest income:
Fees and service charges 2,733 1,590 4,561 2,940
Mortgage banking operations 3,451 3,510 5,955 6,727
Net (losses)/gains on securities (3,266) 1,214 (11,050) 3,399
Other non-interest income 4,367 947 4,614 1,065
----------------- ---------------- ---------------- ----------------
Total non-interest income 7,285 7,261 4,080 14,131
----------------- ---------------- ---------------- ----------------
Non-interest expense:
General and administrative expenses:
Compensation and employee benefits 11,139 10,825 20,888 22,679
Occupancy and equipment 2,571 2,604 5,208 4,805
Deposit insurance premiums 225 142 556 297
Advertising and promotion 1,049 987 1,940 1,617
Other non-interest expenses 5,206 4,436 10,077 8,447
----------------- ---------------- ---------------- ----------------
Total general and administrative expenses 20,190 18,994 38,669 37,845
Amortization of excess of cost over fair value of net
assets acquired 118 118 268 236
Real estate operations, net 117 45 129 (245)
Merger related costs -- 1,260 -- 89,247
Restructuring charge -- -- -- 5,903
----------------- ---------------- ---------------- ----------------
Total non-interest expense 20,425 20,417 39,066 132,986
----------------- ---------------- ---------------- ----------------
Income/(loss) before provision for income taxes and
extraordinary item 37,125 38,448 68,295 (15,661)
Provision for income taxes 12,093 12,870 19,769 14,527
----------------- ---------------- ---------------- ----------------
Income/(loss) before extraordinary item 25,032 25,578 48,526 (30,188)
Extraordinary item, net of tax - prepayment penalty on
debt extinguishment -- (1,320) -- (4,236)
----------------- ---------------- ---------------- ----------------
Net income/(loss) $ 25,032 $ 24,258 $ 48,526 $ (34,424)
================= ================ ================ ================
Basic earnings/(loss) per share:
Income/(loss) before extraordinary item $ 0.39 $ 0.35 $ 0.74 $ (0.41)
Extraordinary item, net of tax -- (0.02) -- (0.06)
----------------- ---------------- ---------------- ----------------
Net income/(loss) per share $ 0.39 $ 0.33 $ 0.74 $ (0.47)
================= ================ ================ ================
Diluted earnings/(loss) per share:
Income/(loss) before extraordinary item $ 0.39 $ 0.34 $ 0.74 $ (0.41)
Extraordinary item, net of tax -- (0.02) -- (0.06)
----------------- ---------------- ---------------- ----------------
Net income/(loss) per share $ 0.39 $ 0.32 $ 0.74 $ (0.47)
================= ================ ================ ================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
ROSLYN BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Unallocated
Retained Accumulated common
Additional earnings- other stock
Common paid-in- substantially comprehensive held by
stock capital restricted loss ESOP
---------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1999 $ 792 $ 492,311 $ 478,891 $ (109,557) $ (48,425)
Comprehensive income:
Net income 48,526
Other comprehensive income, net of tax:
Net unrealized loss on securities,
net of reclassification adjustment(1) (2) (10,665)
Comprehensive income
Exercise of stock options and related tax benefit (3,624)
Allocation of ESOP stock and related tax benefit 76 897
Amortization of SBIP stock awards (320)
Distribution of T R Financial Corp. ESOP
and SERP stock 10,467
Cash dividends declared on common stock (19,123)
Common stock acquired, at cost
---------- ---------- ----------- ------------ ------------
Balance at June 30, 2000 $ 792 $ 502,854 $ 504,350 $ (120,222) $ (47,528)
========== ========== =========== ============ ============
<CAPTION>
Unearned
common Common
stock stock held Treasury Total
held by by stock, stockholders'
SBIP SERP, at cost at cost equity
---------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ (20,894) $ (4,191) $ (151,268) $ 637,659
Comprehensive income:
Net income 48,526
Other comprehensive income, net of tax:
Net unrealized loss on securities,
net of reclassification adjustment(1) (2) (10,665)
-----------
Comprehensive income 37,861
-----------
Exercise of stock options and related tax benefit (3,624)
Allocation of ESOP stock and related tax benefit 973
Amortization of SBIP stock awards 3,292 2,972
Distribution of T R Financial Corp. ESOP
and SERP stock 172 10,639
Cash dividends declared on common stock (19,123)
Common stock acquired, at cost (581) (89,285) (89,866)
---------- ---------- ----------- -----------
Balance at June 30, 2000 $ (17,602) $ (4,600) $ (240,553) $ 577,491
========== ========== =========== ===========
(1) Disclosure of reclassification amount, net of tax, for the six months ended June 30, 2000:
Net unrealized depreciation arising during the period, net of tax $ (17,049)
Plus: Reclassification adjustment for net losses included in net income, net of tax (6,384)
------------
Net unrealized loss on certain securities, net of tax $ (10,665)
============
(2) The tax benefit relating to the net unrealized depreciation arising during
the six months ended June 30, 2000 was $7.8 million.
(3) Disclosure of comprehensive loss at June 30, 1999:
Net loss for the six months ended June 30, 1999 $ (34,424)
Other comprehensive loss, net of tax:
Net unrealized loss on certain securities, net of reclassification adjustment (42,647)
------------
Comprehensive loss for the six months ended June 30, 1999 $ (77,071)
============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
ROSLYN BANCORP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
----------------------------------------
2000 1999
-------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 48,526 $ (34,424)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Provision for (recovery of) real estate owned losses 12 (329)
Amortization of excess of cost over fair value of net assets acquired 268 236
Depreciation and amortization 1,802 1,603
Amortization of premiums in excess of accretion of discounts 7,369 80
ESOP and SBIP expense, net 3,945 3,339
Originations and purchases of loans held-for-sale, net of sales and securitizations (4,037) (389)
Gains on sales of loans (6,287) (8,379)
Net losses (gains) on securities 11,050 (3,399)
Net gains on sales of real estate owned - (9)
Gains on sales of fixed assets (3,266) (936)
Merger related costs and restructuring charges - 56,678
Income taxes deferred and tax benefits attributable to stock plans 457 3,791
Changes in assets and liabilities:
Decrease in accrued interest receivable 473 5,093
(Increase) decrease in other assets (5,078) 9,572
(Decrease) increase in official checks outstanding (2,354) 4,082
Decrease in accrued interest and dividends (634) (857)
Decrease in accrued taxes payable (5,451) (17,497)
Decrease in accrued expenses and other liabilities (6,663) (22,374)
Net (decrease) increase in unearned income (4,105) 1,303
Increase in other, net 6 336
-------------- --------------
Net cash provided by (used in) operating activities 36,033 (2,480)
-------------- --------------
Cash flows from investing activities:
(Purchases of) proceeds from redemption of FHLB capital stock (32,367) 17,900
Proceeds from sales and repayments of debt, equity, mortgage-backed and mortgage
related securities available-for-sale 713,230 1,370,090
Purchases of debt, equity, mortgage-backed and mortgage related securities
available-for-sale (113,993) (1,214,505)
Purchase of Bank Owned Life Insurance (100,000) -
Loan originations and purchases (in excess of) less than principal repayments (219,528) 14,706
Proceeds from sales of loans held for investment 9,868 -
Disposition of banking house and equipment, net 803 1,322
Proceeds from sales of real estate owned - 727
-------------- --------------
Net cash provided by investing activities 258,013 190,240
-------------- --------------
Cash flows from financing activities:
(Decrease) increase in demand deposit, money market and savings accounts (26,028) 28,221
Decrease in certificates of deposit (90,092) (80,063)
Decrease in short-term borrowed funds (15,433) (83,131)
Decrease in long-term borrowed funds (48,778) (5,306)
Decrease in mortgagors' escrow and security deposits (4,484) (10,763)
Net cash used in exercise of stock options (5,861) (9,052)
Cash dividends paid on common stock (19,123) (17,587)
Cost to repurchase treasury stock (89,285) -
Cost to repurchase common stock for SERP (581) -
Proceeds from re-issuance of treasury stock - 7,650
-------------- --------------
Net cash used in financing activities (299,665) (170,031)
-------------- --------------
Net (decrease) increase in cash and cash equivalents (5,619) 17,729
Cash and cash equivalents at beginning of period 78,849 94,188
-------------- --------------
Cash and cash equivalents at end of period $ 73,230 $ 111,917
============== ==============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowed funds $ 165,419 $ 160,658
============== ==============
Income taxes $ 24,669 $ 26,569
============== ==============
Non-cash investing activities:
Additions to real estate owned, net $ 340 $ -
============== ==============
Transfer of securities from held-to-maturity to available-for-sale, at
amortized cost $ - $ 1,269,280
============== ==============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
ROSLYN BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited 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 presentations.
The unaudited 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 six months ended June
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 unaudited 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. EMPLOYEE STOCK OWNERSHIP PLAN
For the three months ended June 30, 2000 and 1999, compensation expense
attributable to the ESOP was approximately $490,000 and $450,000, respectively.
For the six months ended June 30, 2000 and 1999, such expense was $973,000 and
$911,000, respectively. Included in the merger related costs incurred during the
six months ended June 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 June 30, 2000,
$3.4 million of merger related costs pertaining to the T R Financial Corp. ESOP,
remains in other liabilities on the accompanying unaudited consolidated
statements of financial condition.
4. STOCK-BASED INCENTIVE PLAN
During the six months ended June 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 six months ended June 30, 2000, awards relating to 9,188
shares were forfeited. For the three months ended June 30, 2000 and 1999,
compensation expense attributable to the stock-based incentive plan was
approximately $1.6 million and $1.4 million, respectively. For the six months
ended June 30, 2000 and 1999, such expense was $3.0 million and $2.4 million,
respectively.
During the six months ended June 30, 2000, the Company granted stock options to
purchase 152,000 shares of the Company's common stock, with exercise prices
ranging from $16.13 to $17.75 per share. These awards vest over five years on
the anniversary dates of the awards. Additionally, options to purchase 54,530
shares of the Company's common stock were forfeited and options to purchase
488,555 shares were exercised during the six months ended June 30, 2000. The
total number of outstanding stock options at June 30, 2000, was 5,828,738.
5. NEW ACCOUNTING PRONOUNCEMENTS
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.
6. RECENT DEVELOPMENTS
On July 10, 2000, the Company announced that its affiliate, O.B. Venture Corp.,
entered into a partnership with The Holiday Organization to develop a premier
residential community located in Oyster Bay, New York.
On July 5, 2000, the Company announced that it was added to the Standard & Poors
MidCap 400 Index effective at the close of trading July 3, 2000.
On June 29, 2000, the Company announced that its Board of Directors approved the
Company's sixth stock repurchase plan. The plan authorized the purchase of up to
5% of its common stock outstanding, or approximately 3.3 million shares.
On May 23, 2000, the Company announced that the Company's Board of Directors
declared a quarterly dividend of $0.15 per common share. The dividend was paid
on June 13, 2000, to shareholders of record as of June 2, 2000.
6
<PAGE>
7. 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 June 30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
June 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 $ 41,134 $ 41,471 $ 67,192 $ 67,880
United States Government agencies, net 295,842 272,557 287,642 267,942
State, county and municipal, net 2,857 2,847 4,762 4,833
--------------- --------------- --------------- ---------------
Total debt securities available-
for-sale, net 339,833 316,875 359,596 340,655
--------------- --------------- --------------- ---------------
Equity securities:
Preferred and common stock 215,174 176,994 227,854 202,753
Trust preferreds, net 210,871 179,872 194,604 169,040
Other 16,569 16,220 16,541 16,753
--------------- --------------- --------------- ---------------
Total equity securities available-
for-sale, net 442,614 373,086 438,999 388,546
--------------- --------------- --------------- ---------------
Mortgage-backed and mortgage related
securities, net:
FNMA pass-through securities, net 142,881 140,286 177,003 172,669
GNMA pass-through securities, net 592,027 574,337 638,855 621,205
FHLMC pass-through securities, net 152,274 152,415 171,591 173,581
GNMA adjustable-rate mortgage pass-through
securities, net 183,587 183,034 174,480 175,997
FNMA adjustable-rate mortgage pass-through
securities net - - 63,148 63,148
Whole loan private collateralized mortgage
obligations, net 381,755 364,813 536,320 513,940
Agency collateralized mortgage
obligations, net 867,248 789,275 1,159,882 1,080,744
--------------- --------------- --------------- ---------------
Total mortgage-backed and mortgage related
securities available-for-sale, net 2,319,772 2,204,160 2,921,279 2,801,284
--------------- --------------- --------------- ---------------
Total securities available-for-sale, net $ 3,102,219 $ 2,894,121 $ 3,719,874 $ 3,530,485
=============== =============== =============== ===============
</TABLE>
7
<PAGE>
8. LOANS RECEIVABLE, NET
Loans receivable, net, at June 30, 2000 and December 31, 1999 consist of the
following:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
----------------- ---------------------
(In thousands)
<S> <C> <C>
Loans held-for-sale, net:
One- to four-family loans, net $ 73,149 $ 61,064
Student loans 87 1,788
----------------- -----------------
Loans held-for-sale, net $ 73,236 $ 62,852
================= =================
Loans receivable held for investment, net:
Real estate loans:
One -to four-family $ 3,084,540 $ 2,903,771
Multi-family 85,719 89,161
Home equity and second mortgage 147,203 139,191
Commercial real estate 491,054 489,504
Construction and development 136,688 107,781
----------------- -----------------
Total real estate loans 3,945,204 3,729,408
Less:
Net unamortized discount and deferred income (2,975) (3,496)
Net deferred loan origination costs 21,565 20,799
----------------- -----------------
Total real estate loans, net 3,963,794 3,746,711
Consumer loans, net:
Consumer 26,423 21,947
Automobile leases, net 71,127 79,804
----------------- -----------------
Total consumer loans, net 97,550 101,751
Less allowance for loan losses (39,673) (40,155)
----------------- -----------------
Loans receivable held for investment, net $ 4,021,671 $ 3,808,307
================= =================
</TABLE>
8
<PAGE>
9. 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 June 30, 2000 At December 31, 1999
------------------- -----------------------
(In thousands)
<S> <C> <C>
Non-accrual loans:
One- to four-family $ 8,499 $ 16,354
Commercial real estate 2,588 2,434
Multi-family 121 -
Home equity 145 79
Consumer 75 96
------------------- -----------------------
Total non-accrual loans 11,428 18,963
Loans contractually past due 90 days or more and still accruing - -
------------------- -----------------------
Total non-performing loans 11,428 18,963
Real estate owned, net (1) 322 -
------------------- -----------------------
Total non-performing assets $ 11,750 $ 18,963
=================== =======================
Allowance for loan losses as a percent of loans (2) 0.98% 1.04%
Allowance for loan losses as a percent of total
non-performing loans 347.16% 211.75%
Non-performing loans as a percent of loans (2) 0.28% 0.49%
Non-performing assets as a percent of total assets 0.16% 0.25%
</TABLE>
(1) Real estate owned balance is shown net of related loss allowance.
(2) 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>
June 30, 2000 $11,428 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 June 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 $47,000 and
$107,000 during the six months ended June 30, 2000 and year ended December 31,
1999, respectively.
9
<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 June 30, 2000 and December 31, 1999
Total assets at June 30, 2000 were $7.45 billion, a decrease of $270.7 million,
or 3.5%, from $7.73 billion at December 31, 1999. This decrease was primarily
due to decreases in the debt, equity and mortgage-backed and mortgage related
securities portfolios, partially offset by an increase in the real estate loans
held for investment portfolio and other assets. Debt, equity, mortgage-backed
and mortgage related securities decreased $636.4 million, or 18.0%, from $3.53
billion at December 31, 1999, to $2.89 billion at June 30, 2000. The decrease in
investment securities was primarily due to management's strategy of
repositioning its securities portfolio through the sale of lower yielding
securities and utilizing the proceeds to reduce maturing liability positions,
originate real estate loans and to fund the Bank Owned Life Insurance (BOLI)
investment and treasury stock repurchases. The increase in other assets was
principally the result of a $100.0 million investment in BOLI during the quarter
ended June 30, 2000. Real estate loans held for investment, net of unearned
income, increased $217.1 million, or 5.8%, to $3.96 billion at June 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 one- to
four-family loan originations of $561.2 million for the six months ended June
30, 2000.
Total liabilities at June 30, 2000, were $6.88 billion, a decrease of $210.6
million, or 3.0%, 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 $116.1 million, or 2.9%, from $4.05 billion at
December 31, 1999 to $3.93 billion at June 30, 2000. The decrease in deposits
reflects the Company's continued emphasis on attracting low-cost, high fee
generating, checking accounts and decreasing its reliance on higher costing time
deposits and low fee generating savings accounts. Certificates of deposit and
savings accounts decreased $132.3 million, or 3.8%, from $3.52 billion at
December 31, 1999 to $3.39 billion at June 30, 2000. Checking accounts increased
$11.8 million, or 4.0%, from $296.0 million at December 31, 1999 to $307.8
million at June 30, 2000. Borrowed funds decreased $64.2 million, or 2.3%, from
$2.84 billion at December 31, 1999 to $2.78 billion at June 30, 2000.
Total stockholders' equity decreased $60.2 million, or 9.4%, to $577.5 million
at June 30, 2000, from $637.7 million at December 31, 1999. The decrease was due
to the Company's purchase of $89.3 million of treasury stock and dividends paid
of $19.1 million for the six months ended June 30, 2000, an increase of $10.7
million in the net unrealized loss on securities available-for-sale from
December 31, 1999 and the $3.7 million effect of stock options exercised for the
six months ended June 30, 2000. Items that offset these decreases were net
income for the six months ended June 30, 2000 of $48.5 million, the effect of
the distribution of the former T R Financial Corp. ESOP of $10.5 million and
$3.9 million of amortization of unallocated and unearned shares of common stock
held by the Company's stock-related benefit plans.
10
<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 June 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 $ 25,449 $ 387 6.08 % $ 28,177 $ 332 4.71 %
Debt and equity securities, net 832,497 15,731 7.56 715,612 12,030 6.72
Mortgage-backed and mortgage
related securities, net 2,399,465 41,264 6.88 3,029,734 48,553 6.41
Real estate loans, net 3,914,511 73,179 7.48 3,511,757 65,134 7.42
Consumer loans, net 99,655 2,031 8.15 110,724 2,081 7.52
----------- --------- ----------- ---------
Total interest-earning assets 7,271,577 132,592 7.29 7,396,004 128,130 6.93
--------- ---------
Non-interest-earning assets (1) 119,811 187,772
----------- -----------
Total assets $ 7,391,388 $ 7,583,776
=========== ===========
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market accounts $ 241,699 2,613 4.32 $ 153,893 1,441 3.75
Savings accounts 939,675 4,453 1.90 1,026,558 5,581 2.17
Super NOW and NOW accounts 164,426 771 1.88 151,105 840 2.22
Certificates of deposit 2,530,856 34,765 5.49 2,788,386 35,770 5.13
----------- --------- ----------- ---------
Total interest-bearing deposits 3,876,656 42,602 4.40 4,119,942 43,632 4.24
Borrowed funds 2,675,706 39,725 5.94 2,388,384 32,894 5.51
----------- --------- ----------- ---------
Total interest-bearing liabilities 6,552,362 82,327 5.03 6,508,326 76,526 4.70
--------- ---------
Non-interest-bearing liabilities 272,880 284,047
----------- -----------
Total liabilities 6,825,242 6,792,373
Stockholders' equity 566,146 791,403
----------- -----------
Total liabilities and stockholders' equity $ 7,391,388 $ 7,583,776
=========== ===========
Net interest income/interest rate spread (2) $ 50,265 2.26 % $ 51,604 2.23 %
========= ======== ========= ========
Net interest margin (2) 2.77 % 2.79 %
======== ========
Ratio of interest-earning assets to
interest-bearing liabilities 110.98 % 113.64 %
======== ========
</TABLE>
___________________________
(1) Included in non-interest-earning assets for the three months ended June 30,
2000 is BOLI with an average balance of $56.2 million and income of $1.0
million. The effect of reclassifying BOLI for the three months ending June
30, 2000 on the net interest rate spread, net interest margin and the ratio
of interest-earning assets to interest-bearing liabilities would be 2.26%,
2.80% and 111.83%, respectively.
(2) On a tax equivalent basis, the net interest spread and margin for the
quarters ended June 30, 2000 and 1999 were 2.41% and 2.95%, and 2.34% and
2.91%, respectively.
11
<PAGE>
<TABLE>
<CAPTION>
For the Six Months Ended June 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 $ 21,057 $ 620 5.89 % $ 44,497 $ 1,026 4.61 %
Debt and equity securities, net 823,993 30,216 7.33 725,495 23,826 6.57
Mortgage-backed and mortgage
related securities, net 2,590,382 88,844 6.86 3,050,210 98,188 6.44
Real estate loans, net 3,858,021 144,307 7.48 3,515,802 130,625 7.43
Consumer loans, net 101,897 4,079 8.01 106,867 4,047 7.57
----------- --------- ----------- ---------
Total interest-earning assets 7,395,350 268,066 7.25 7,442,871 257,712 6.93
--------- ---------
Non-interest-earning assets (1) 85,618 196,598
----------- -----------
Total assets $ 7,480,968 $ 7,639,469
=========== ===========
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market accounts $ 241,491 5,149 4.26 $ 141,828 2,600 3.67
Savings accounts 948,956 9,105 1.92 949,670 11,638 2.45
Super NOW and NOW accounts 153,471 1,461 1.90 152,784 1,726 2.26
Certificates of deposit 2,553,249 69,311 5.43 2,884,935 72,220 5.01
----------- --------- ----------- ---------
Total interest-bearing deposits 3,897,167 85,026 4.36 4,129,217 88,184 4.27
Borrowed funds 2,718,424 79,759 5.87 2,416,304 66,334 5.49
----------- --------- ----------- ---------
Total interest-bearing liabilities 6,615,591 164,785 4.98 6,545,521 154,518 4.72
--------- ---------
Non-interest-bearing liabilities 278,450 274,552
----------- -----------
Total liabilities 6,894,041 6,820,073
Stockholders' equity 586,927 819,396
----------- -----------
Total liabilities and stockholders' equity $ 7,480,968 $ 7,639,469
=========== ===========
Net interest income/interest rate spread (2) $ 103,281 2.27 % $ 103,194 2.21 %
========= ======== ========= ========
Net interest margin (2) 2.79 % 2.77 %
======== ========
Ratio of interest-earning assets to
interest-bearing liabilities 111.79 % 113.71 %
======== ========
</TABLE>
_____________________
(1) Included in non-interest-earning assets for the six months ended June 30,
2000 is BOLI with an average balance of $28.1 million and income of $1.0
million. The effect of reclassifying BOLI for the six months ending June 30,
2000 on the net interest rate spread, net interest margin and the ratio of
interest-earning assets to interest-bearing liabilities would be 2.27%,
2.81% and 112.21%, respectively.
(2) On a tax equivalent basis, the net interest spread and margin for the six
months ended June 30, 2000 and 1999 were 2.40% and 2.94%, and 2.33% and
2.88%, respectively.
12
<PAGE>
Comparison of Operating Results for the Three Months Ended June 30, 2000 and
1999
General
The Company reported net income of $25.0 million, or basic and diluted earnings
per share of $0.39 for the quarter ended June 30, 2000, compared to $24.3
million, or basic and diluted earnings per share of $0.33 and $0.32,
respectively, for the comparable prior year period.
The quarter ended June 30, 1999 includes $1.3 million of merger related costs
associated with the acquisition of T R Financial Corp. Additionally, an
extraordinary item, net of tax, of $1.3 million was incurred during the quarter
ended June 30, 1999, relating to prepayment penalties incurred in recasting the
borrowed funds position.
Interest Income
Interest income for the quarter ended June 30, 2000 increased $4.5 million, or
3.5%, to $132.6 million, from $128.1 million as compared to the quarter ended
June 30, 1999. The increase was primarily the result of an increase in the
average yield on total interest-earning assets from 6.93% for the quarter ended
June 30, 1999 to 7.29% for the 2000 comparable quarter. The increase in yield
was partially offset by a decrease in average interest-earning assets to $7.27
billion for the quarter ended June 30, 2000 as compared to $7.40 billion in the
comparable quarter of 1999. The decrease in average interest-earning assets was
principally attributable to a $630.3 million decrease in average mortgage-backed
and mortgage related securities, net and a $11.1 million decrease in average
consumer loans, net. Additionally, the average balance of real estate loans, net
increased $402.8 million from the June 30, 1999 period and the average balance
of debt and equity securities, net increased by $116.9 million for the same
period.
Interest income on real estate loans increased $8.1 million, or 12.4%, to $73.2
million for the three months ended June 30, 2000, from $65.1 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 $3.51 billion for the quarter
ended June 30, 1999 to $3.91 billion for the quarter ended June 30, 2000. This
increase was primarily due to continued strong one- to four-family loan
production and a 35.8% rise in construction and commercial real estate loan
origination. The increase was also the result of a 6 basis point increase in the
average yield on real estate loans from 7.42% for the three months ended June
30, 1999 to 7.48% 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 mortgage-backed and mortgage related securities, net
decreased $7.3 million, or 15.0%, to $41.3 million for the three months ended
June 30, 2000 from $48.6 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 $3.03 billion for the three months
ended June 30, 1999 to $2.40 billion for the three months ended June 30, 2000.
This decrease was primarily due to management's continued strategy of
repositioning the securities portfolio during the second quarter 2000 by selling
$146.2 million of lower yielding mortgage-backed and mortgage related
securities. The decrease in the average balance was offset by a 47 basis point
increase in the average yield on mortgage-backed and mortgage related
securities, net from 6.41% for the three months ended June 30, 1999 to 6.88% for
the same period in 2000.
Interest income on debt and equity securities, net increased $3.7 million, or
30.8%, to $15.7 million for the three months ended June 30, 2000 from $12.0
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 $116.9
million, or 16.3%, from $715.6 million for the three months ended June 30, 1999
to $832.5 million for the three months ended June 30, 2000. In addition to the
increase in the average balance of debt and equity securities, net, the average
yield on such securities increased 84 basis points from 6.72% for the quarter
ended June 30, 1999 to 7.56% for the same period in 2000.
13
<PAGE>
Interest income on consumer loans, net decreased $50,000, or 2.4%, to $2.0
million for the three months ended June 30, 2000 from $2.1 million for the same
period in 1999. The decrease in interest income was primarily the result of a
decrease in the average balance of consumer loans, net outstanding from $110.7
million for the three months ended June 30, 1999 to $99.7 million for the three
months ended June 30, 2000. This decrease was offset by a 63 basis point
increase in the average yield on consumer loans, net from 7.52% for the three
months ended June 30, 1999 to 8.15% for the same period in 2000, due to upward
repricing in the current rate environment.
Interest Expense
Interest expense for the three months ended June 30, 2000, was $82.3 million,
compared to $76.5 million for the three months ended June 30, 1999, an increase
of $5.8 million, or 7.6%. The increase in interest expense is the result of a 33
basis point increase in the average cost of interest-bearing liabilities and a
$44.0 million, or 0.7%, increase in the average balance of interest-bearing
liabilities, from $6.51 billion for the quarter ended June 30, 1999 to $6.55
billion for the quarter ended June 30, 2000. This increase reflects a $287.3
million increase in the average balance of borrowed funds, offset by a $243.3
million decrease in the average balance of interest-bearing deposits for the
quarter ended June 30, 2000, as compared to the prior year quarter.
The average balance of borrowed funds increased $287.3 million, or 12.0%, from
$2.39 billion for the three months ended June 30, 1999 to $2.68 billion for the
three months ended June 30, 2000. This increase, combined with a 43 basis point
increase in the average cost, resulted in a $6.8 million increase in interest
expense on borrowed funds, from $32.9 million for the quarter ended June 30,
1999, to $39.7 million for the quarter ended June 30, 2000.
Interest expense on interest-bearing deposits for the three months ended June
30, 2000 decreased $1.0 million, or 2.4%, to $42.6 million from $43.6 million
for the corresponding 1999 period. This decrease was primarily due to a decrease
in the average balance of savings accounts of $86.9 million and certificates of
deposit of $257.5 million, offset by an $87.8 million increase in average money
market accounts and an increase in Super NOW and NOW accounts of $13.3 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 effect of lower average deposit
balances was offset by a 16 basis point increase in the average cost of
deposits. The increase in average cost of deposits was the direct result of the
rate increases enacted by the Federal Reserve over the recent months.
Net Interest Income
Net interest income before provision for loan losses was $50.3 million for the
three months ended June 30, 2000 as compared to $51.6 million for the three
months ended June 30, 1999, a decrease of $1.3 million, or 2.6%. Through
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 or stock repurchases, the decrease in net interest income resulted in an
increase in the net interest rate spread of 3 basis points for the second 2000
quarter as compared to the same quarter in 1999, while the net interest margin
declined 2 basis points over the same period. The net interest rate spread and
margin for the quarter ended June 30, 2000, were 2.26% and 2.77%, respectively,
as compared to 2.23% and 2.79% for the quarter ending June 30, 1999,
respectively. Additionally, the average balance of certificates of deposit has
continued to decline as certificates renew in the current interest rate
environment. The average yield of interest-earning assets increased 36 basis
points to 7.29% while the average cost of interest-bearing liabilities only rose
33 basis points to 5.03% for the 2000 quarter as compared to the second quarter
1999.
Included in non-interest-earning assets for the three month period ending June
30, 2000 is the Company's investment in BOLI with an average balance of $56.2
million, an average pre-tax yield of 7.15% and generating $1.0 million of income
reported as non-interest income. The effect of reclassifying the BOLI to an
interest-earning asset for the three months ended June 30, 2000 would result in
a net interest rate spread of 2.26%, a net interest margin of 2.80% and a
14
<PAGE>
ratio of interest-earning assets to interest-bearing liabilities of 111.83%.
Inclusion of the BOLI as an interest-earning asset for the three months ended
June 30, 2000, would have resulted in an increase of 3 basis points and 1 basis
point in the net interest rate spread and margin, respectively, from the same
prior year period.
Provision for Loan Losses
The Company had no provision for loan losses for the three months ended June 30,
2000 and 1999. The lack of a provision for loan losses for the three months
ended June 30, 2000 and 1999 reflects management's qualitative and quantitative
assessment of the loan portfolio, net charge-offs and collection of delinquent
loans. At June 30, 2000 and December 31, 1999, the allowance for loan losses
amounted to $39.7 million and $40.2 million, respectively, and the ratio of such
allowance to total non-performing loans was 347.16% at June 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 increased $24,000, or 0.3%, and remained at $7.3 million for
the quarter ended June 30, 2000 and 1999. The increase was the result of an
increase of $3.4 million, or 361.1%, in other non-interest income from $947,000
for the second quarter of 1999 to $4.4 million for the same quarter in 2000 and
a $1.1 million, or 71.9%, increase in fees and service charges. The increase in
other non-interest income was attributable to the $3.3 million gain on sale of
the former T R Financial Corp. headquarters in Garden City, New York and $1.0
million in income relating to the Bank's second quarter BOLI investment.
Included in other non-interest income in the second quarter of
15
<PAGE>
1999, is a $947,000 gain on the sale of an excess operating facility. Fee and
service charge income increased due to increased fee income generated from the
sale of alternative investment products, other retail banking fees resulting
from the Bank's emphasis on attracting low-cost checking accounts and fees
associated with non-residential lending activities. Offsetting this increase was
a $4.5 million decrease in net gains on sales of securities, to a net loss on
sales of securities of $3.3 million. The loss on sales of securities was due to
management's investment strategy of repositioning its securities portfolio
during the second quarter of 2000, through the sale of $154.2 million of
securities. Also included in non-interest income is a $59,000, or 1.7%, decrease
in mortgage banking operations income. This decrease was principally due to the
decline in third party loan sales, and to a lesser extent, the change in the
product mix of the loans sold during the second quarter of 2000 versus the same
quarter in 1999. Loan sales of one -to four-family loans to third parties for
the quarter ended June 30, 2000, totaled $124.3 million, a decline of $69.2
million, or 35.8%, from $193.5 million for the quarter ended June 30, 1999.
Non-Interest Expense
Non-interest expense totaled $20.4 million for both the quarters ended June 30,
2000, and 1999. Included in total non-interest expense for the second quarter of
1999 is $1.3 million attributable to merger related costs associated with the
acquisition of T R Financial Corp.
General and administrative expenses for the quarter ended June 30, 2000
increased $1.2 million, or 6.3%, to $20.2 million from $19.0 million for the
quarter ended June 30, 1999. The increase in operating expenses was primarily
due to the increase in compensation and employee benefit costs of $314,000 and
an increase in other non-interest expense of $770,000, partially offset by a
decrease in occupancy and equipment of $33,000. Deposit insurance premiums and
advertising and promotion expense also increased by $83,000 and $62,000,
respectively.
The increase in compensation and employee benefit expense was due to an increase
in plan administration costs related to employee benefit plans and increased
compensation costs in connection with the sale of alternative investment
products. The increase in other non-interest expense reflects an in increase in
data and item processing and insurance expenses. The increase in advertising and
promotion expense was due to the recent promotion of the Bank's free checking
campaign.
Income Taxes
The provision for income taxes decreased $777,000, or 6.0%, from $12.9 million
recorded during the quarter ended June 30, 1999, to $12.1 million recorded
during the quarter ended June 30, 2000. The decrease is attributable to the
decrease in income before income taxes of $1.3 million in the current period as
compared to the same prior year period, and, to a lesser extent, the tax effect
of the merger related costs which were deemed to be non-deductible and occurred
in the second quarter of 1999.
Comparison of Operating Results for the Six Months Ended June 30, 2000 and 1999
General
The Company reported net income of $48.5 million, or basic and diluted earnings
per share of $0.74 for the six months ended June 30, 2000, compared to a net
loss of $34.4 million, or basic and diluted loss per share of $0.47 for the
comparable prior year period.
The six months ended June 30, 1999, net income 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 six months ended June 30, 1999, relating to prepayment
penalties incurred in recasting the borrowed funds position.
16
<PAGE>
Interest Income
Interest income for the six months ended June 30, 2000, increased $10.4 million,
or 4.0%, to $268.1 million, from $257.7 million for the six months ended June
30, 1999. The increase was primarily the result of an increase in the average
yield on total interest-earning assets from 6.93% for the six months ended June
30, 1999, to 7.25% for the 2000 comparable quarter. Average interest-earning
assets decreased to $7.40 billion for the six months ended June 30, 2000, as
compared to $7.44 billion for the same period in 1999. The decrease in average
interest-earning assets was principally attributable to a $459.8 million
decrease in the average balance of mortgage-backed and mortgage related
securities, net and a $5.0 million decrease in the average balance of consumer
loans. This decrease was offset by growth of $342.2 million in the average
balance of real estate loans, net and $98.5 million in the average balance of
debt and equity securities, net.
Interest income on mortgage-backed and mortgage related securities, net
decreased $9.4 million, or 9.5%, to $88.8 million for the six months ended June
30, 2000, from $98.2 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 $3.05 billion for the six months ended
June 30, 1999, to $2.59 billion for the six months ended June 30, 2000. This
decrease was due to management's continued strategy of repositioning the
securities portfolio. The decrease in the average balance was offset by a 42
basis point increase in the average yield on mortgage-backed and mortgage
related securities, net from 6.44% for the six months ended June 30, 1999, to
6.86% for the same period in 2000.
Interest income on consumer loans, net increased $32,000, or 0.8%, to $4.1
million for the six months ended June 30, 2000 from $4.0 million for the same
period in 1999. The increase in interest income was primarily the result of a 44
basis point increase in the average yield on consumer loans, net from 7.57% for
the six months ended June 30, 1999 to 8.01% for the same period in 2000. The
increase in average yield was offset by a decrease in the average balance of
consumer loans, net outstanding from $106.9 million for the six months ended
June 30, 1999, to $101.9 million for the six months ended June 30, 2000.
Interest income on real estate loans increased $13.7 million, or 10.5%, to
$144.3 million for the six months ended June 30, 2000 from $130.6 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 $3.52 billion for the six months
ended June 30, 1999 to $3.86 billion for the six months ended June 30, 2000,
primarily due to continued strong real estate loan production. The increase was
also the result of a 5 basis point increase in the average yield on real estate
loans from 7.43% for the six months ended June 30, 1999 to 7.48% 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 $6.4 million, or
26.8%, to $30.2 million for the six months ended June 30, 2000, from $23.8
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 $98.5 million,
coupled with a 76 basis point increase in the average yield from 6.57% for the
six months ended June 30, 1999, to 7.33% for the same period in 2000.
Interest Expense
Interest expense for the six months ended June 30, 2000, was $164.8 million,
compared to $154.5 million for the six months ended June 30, 1999, an increase
of $10.3 million, or 6.6%. The increase in interest expense is related to a 26
basis point increase in the average cost of interest-bearing liabilities,
combined with a $70.1 million, or 1.1%, increase in the average balance of
interest-bearing liabilities from $6.55 billion for the six months ended June
30, 1999, to $6.62 billion for the six months ended June 30, 2000. The increase
in average interest-bearing liabilities reflects a $302.1 million increase in
the average balance of borrowed funds, offset by a $232.1 million
17
<PAGE>
decrease in the average balance of interest-bearing deposits for the six months
ended June 30, 2000, as compared to the prior year.
The average balance of borrowed funds increased $302.1 million, or 12.5%, from
$2.42 billion for the six months ended June 30, 1999 to $2.72 billion for the
six months ended June 30, 2000. This increase, combined with a 38 basis point
increase in the average cost, resulted in a $13.5 million increase in interest
expense on borrowed funds, from $66.3 million for the six months ended June 30,
1999, to $79.8 million for the quarter ended June 30, 2000. The proceeds from
the increase in average borrowed funds have been primarily used to fund loan
growth.
Interest expense on interest-bearing deposits for the six months ended June 30,
2000 decreased $3.2 million, or 3.6%, to $85.0 million from $88.2 million for
the corresponding 1999 period. This decrease was primarily due to a decrease in
the average balance of certificates of deposit of $331.7 million, which was
partially offset by an increase in the average balance of money market accounts
of $99.7 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 9 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 $103.3 million for the
six months ended June 30, 2000, as compared to $103.2 million for the six months
ended June 30, 1999, an increase of $87,000, or 0.1%. The increase resulted in
the increases in the net interest rate spread and margin of 6 and 2 basis
points, respectively, for the six months ended June 30, 2000 as compared to the
six months ended June 30, 1999.
The increases in the net interest rate spread and margin to 2.27% and 2.79%,
respectively, for the six months ended June 30, 2000, reflects the effect of the
Company's balance sheet repositioning that has occurred since the end of the
first quarter of 1999. 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 32 basis points
to 7.25%, while the average cost of interest-bearing liabilities only rose 26
basis points to 4.98% for the six months ended June 30, 2000 as compared to
4.72% for the same 1999 period.
Included in non-interest-earning assets for the six month period ending June 30,
2000 is the Company's investment in BOLI with an average balance of $28.1
million, an average pre-tax yield of 7.15% and generating $1.0 million of income
reported as non-interest income. The effect of reclassifying the BOLI to an
interest-earning asset for the six months ended June 30, 2000 would result in a
net interest rate spread of 2.27%, a net interest margin of 2.81% and a ratio of
interest-earning assets to interest-bearing liabilities of 112.21%. Inclusion of
the BOLI as an interest-earning asset for the six months ended June 30, 2000,
would have resulted in an increase of 6 basis points and 4 basis points in the
net interest rate spread and margin, respectively, from same prior year period.
Provision for Loan Losses
The Company had no provision for loan losses for the six months ended June 30,
2000 and 1999. The lack of a provision for loan losses for the six months ended
June 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 $10.0 million, or 71.1%, to $4.1 million for the
six months ended June 30, 2000, as compared to non-interest income of $14.1
million for the same prior year period. The decrease was principally the
18
<PAGE>
result of $14.4 million decrease in net gains on sales of securities. Fee and
service charge income increased $1.6 million, or 55.1%, to $4.6 million for the
six months ended June 30, 2000. 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 $3.5 million for the
six months ended June 30, 2000, as compared to the corresponding 1999 period.
This increase is reflective of the inclusion of the $3.3 million gain on sale of
the former T R Financial Corp. headquarters located in Garden City, New York and
$1.1 million in income generated from the second quarter 2000 BOLI investment.
Partially offsetting these increases is the $772,000, or 11.5%, decrease in
mortgage banking operations income. This decrease was principally due to the
decline in third party loan sales, and to a lesser extent, the change in the
product mix of the loans sold during the six month period ended June 30, 2000,
versus the same period in 1999. Loan sales of one -to four-family loans to third
parties for the six months ended June 30, 2000 totaled $207.3 million, a decline
of $203.0 million, or 49.5%, from $410.3 million for the comparable 1999 period.
Non-Interest Expense
Non-interest expense totaled $39.1 million for the six months ended June 30,
2000, as compared to $133.0 million for the six months ended June 30, 1999, a
decrease of $93.9 million, or 70.6%. 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 six months ended June 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.
The aforementioned merger related costs associated with the acquisition were
comprised of $16.9 million of transaction costs, $39.9 million of severance and
other compensation costs, $24.6 million of ESOP amortization costs and $7.8
million of costs associated with combining operations.
General and administrative expenses for the six months ended June 30, 2000,
increased $824,000, or 2.2%, to $38.7 million from $37.8 million for the six
months ended June 30, 1999. The increase in operating expenses was due to the
reduction in compensation and employee benefit costs of $1.8 million, offset by
increases in occupancy and equipment of $403,000, deposit insurance premiums of
$259,000, advertising and promotion of $323,000 and other non-interest expenses
of $1.6 million.
The decrease in compensation and employee benefit expenses was due to the
recognition of a full six 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 and the Bank's mortgage banking
subsidiary's headquarters, coupled with the loss of rental income from Bank
owned properties that were sold during the fourth quarter of 1999. 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 and professional fees.
Income Taxes
Total income tax expense increased $5.3 million, or 36.1%, from $14.5 million
recorded during the six months ended June 30, 1999, to $19.8 million during the
six months ended June 30, 2000. The increase is primarily attributable to the
increase in income before income taxes and the tax effect of the merger related
costs and other restructuring charges, which were deemed to be non-deductible
and occurred during the six months ended June 30, 1999.
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.
19
<PAGE>
The primary investing activities of the Company are the origination of one- to
four-family, construction and commercial real estate loans and the purchase of
mortgage-backed, mortgage related, debt and equity securities. During the first
six months of 2000 the Bank retained for portfolio $349.9 million of one- to
four-family loan originations as compared to $100.7 million for the same six
month period of 1999. Also during the six months ended June 30, 2000, the Bank
originated $110.5 million of construction and commercial real estate loans, as
compared with $81.4 million in the comparable 1999 period. Purchases of debt,
equity, mortgage-backed and mortgage related securities available-for-sale
totaled $114.0 million and $1.2 billion during the six months ended June 30,
2000 and 1999, respectively. The Bank, during the second quarter of 2000, also
made a $100.0 million investment in BOLI. These activities were funded primarily
by principal repayments on loans and mortgage-backed and mortgage related
securities and by the Company's borrowed funds position during the respective
periods.
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 June 30, 2000, the Company
had $2.05 billion in reverse-repurchase agreements outstanding, as compared to
$2.45 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 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.
Currently, the Company has utilized the following strategies to manage interest
rate risk: (i) increasing low-cost core deposits through expanded product
offerings and its branch network while reducing the portfolio of high-cost time
deposits; (ii) investing in short-term fixed-rate and adjustable-rate mortgage
loans which may generally bear lower yields as compared to longer-term
investments, but which better reduces the Company's exposure to increases in
market interest rates; and (iii) utilization of short-term borrowings to sustain
its asset position while maintaining market spreads. These strategies may
adversely impact net interest income due to lower initial yields on these
investments in comparison to longer-term fixed-rate investments and whole loans.
However, management believes that reducing its exposure to interest rate
fluctuations will enhance long-term profitability.
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 June
30, 2000, the Company's one-year gap position was negative 30.89%. A gap is
considered negative
20
<PAGE>
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 June 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 June 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 $89.9 million, representing a positive cumulative one-year gap
position of 1.21%. 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 June 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 June 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 $353.6 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, $182.0 million are callable
with in one year and the remaining are callable over five years. Also included
in the Gap Table are $835.0 million of callable borrowings, classified according
to their maturity dates, which are primarily due within three years. If callable
borrowings at June 30, 2000 were classified according to their first call date,
the Company's one-year gap position would be negative 40.28%. In addition, of
such callable borrowings, $700.0 million are callable within one year.
The Company's negative gap position, at December 31, 1999 of negative 22.72% and
June 30, 2000 of negative 30.89%, primarily reflects the effect of callable
borrowings and short-term certificates of deposit. As these callable borrowings
are "called" they are primarily being rolled-over into other short-term
borrowings with maturities less than one year. Management's decision to utilize
short-term borrowings as the calls occurred was 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.
21
<PAGE>
<TABLE>
<CAPTION>
At June 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 $ 16,900 $ - $ - $ - $ - $ - $ 16,900
Debt and equity
securities, net (2) 29,496 16,198 - - - 704,663 750,357
Mortgage-backed and
mortgage related
securities, net (2) 532,345 360,928 337,944 261,990 192,585 518,368 2,204,160
Real estate loans,
net (3) (4) 916,950 241,640 295,828 249,172 360,382 1,961,618 4,025,590
Consumer loans, net (4) 54,984 40,841 803 560 - 374 97,562
------------ ------------ ----------- ------------ ------------ ------------ ------------
Total interest-earning
assets 1,550,675 659,607 634,575 511,722 552,967 3,185,023 7,094,569
------------ ------------ ----------- ------------ ------------ ------------ ------------
Interest-bearing
liabilities:
Money market accounts 37,318 22,548 13,915 8,797 5,709 144,904 233,191
Savings accounts 82,287 73,786 66,198 59,423 53,374 538,120 873,188
Super NOW and NOW accounts 6,864 6,589 6,326 6,073 5,830 139,913 171,595
Certificates of deposit 2,017,726 259,888 126,700 75,843 16,571 18,634 2,515,362
Borrowed funds 1,708,917 229,100 51,500 105,000 25,000 660,813 2.780,330
------------ ------------ ----------- ------------ ------------ ------------ ------------
Total interest-bearing
liabilities 3,853,112 591,911 264,639 255,136 106,484 1,502,384 6,573,666
------------ ------------ ----------- ------------ ------------ ------------ ------------
Interest sensitivity
gap (5) $ (2,302,437) $ 67,696 $ 369,936 $ 256,586 $ 446,483 $ 1,682,639 $ 520,903
============ ============ =========== ============ ============ ============ ============
Cumulative interest
sensitivity gap $ (2,302,437) $ (2,234,741) $(1,864,805) $ (1,608,219) $ (1,161,736) $ 520,903
============ ============ =========== ============ ============ ============
Cumulative interest
sensitivity gap as a
percentage of total
assets (30.89)% (29.98)% (25.02)% (21.57)% (15.58)% 6.99%
Cumulative net interest-
earning assets as a
percentage of cumulative
interest-bearing liabilities 40.24% 49.72% 60.40% 67.61% 77.09% 107.92%
</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 $60.4 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 labilities.
22
<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.
Regulatory Capital Position
The Bank is subject to minimum regulatory requirements imposed by the Federal
Deposit Insurance Corporation (the FDIC) which vary according to the
institution's capital level and the composition of its assets. An insured
institution is required to maintain core capital of not less than 3% of total
assets plus an additional 100 to 200 basis points (leverage capital ratio). An
insured institution must also maintain a ratio of total capital to risk-based
assets of 8%. Although the minimum leverage capital ratio is 3%, the Federal
Deposit Insurance Corporation Improvement Act (the FDICIA) stipulates that an
institution with less than 4% leverage capital ratio is deemed to be an
"undercapitalized" institution and results in the imposition of regulatory
restrictions. The Bank's capital ratios qualify it to be deemed "well
capitalized" under FDICIA.
In accordance with the requirements of the FDIC and the New York State Banking
Department, the Bank must meet certain measures of capital adequacy with respect
to leverage and risk-based capital. As of June 30, 2000 the Bank exceeded those
requirements. The Bank's leverage capital ratio, tier-1 risk-based capital ratio
and total-risk based capital ratio were 5.79%, 11.72% and 12.83%, respectively.
23
<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."
24
<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
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On May 24, 2000, the Company held its annual meeting of stockholders
for the purpose of the election of Directors to three-year terms and the
ratification of KPMG LLP as the Company's independent auditors. The number of
votes cast at the meeting as to each matter acted upon was as follows:
<TABLE>
<CAPTION>
No. of Votes For No. of Votes Withheld
------------------------- ---------------------------
<S> <C> <C>
1. Election of Directors:
Thomas J. Calabrese, Jr...................... 59,822,155 1,135,475
Spiros J. Voutsinas.......................... 59,783,400 1,174,230
Leonard Genovese............................. 59,821,922 1,135,708
Dr. Edwin W. Martin, Jr..................... 59,823,187 1,134,443
Richard C. Webel............................. 59,824,880 1,132,750
</TABLE>
The Directors whose terms continued and the years their terms expire are as
follows:
<TABLE>
<CAPTION>
Continuing Directors: Expiration of Term as Director
------------------------------
<S> <C>
John R. Bransfield, Jr...................... 2002
Maureen E. Clancy........................... 2002
Thomas A. Doherty........................... 2002
Victor C. McCuaig........................... 2002
Joseph L. Mancino........................... 2001
John M. Tsimbinos........................... 2001
James E. Swiggett........................... 2001
Robert G. Freese............................ 2001
A. Gordon Nutt.............................. 2001
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
No. of No. of
No. of Votes Votes
Votes For Withheld Abstaining
-------------- ---------------- -----------------
<S> <C> <C> <C>
2. Ratification of the appointment of KPMG LLP as
independent auditors of the Company for the fiscal year ending
December 31, 2000.............................................. 60,358,886 322,701 276,043
</TABLE>
Item 5. Other Information
Not applicable.
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 Amended and Restated Bylaws of Roslyn Bancorp, Inc.
11.0 Statement Re: Computation of Per Share Earnings
27.0 Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
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.
26
<PAGE>
Exhibit Index
-------------
3.3 Amended and Restated Bylaws of Roslyn Bancorp, Inc.
11.0 Statement Re: Computation of Per Share Earnings
27.0 Financial Data Schedule (submitted only with filing
in electronic filing)
27
<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: August 10, 2000 By: /s/ Joseph L. Mancino
------------------------ ----------------------------
Joseph L. Mancino
Vice Chairman of the
Board, President and
Chief Executive Officer
Date: August 10, 2000 By: /s/ Michael P. Puorro
------------------------ ----------------------------
Michael P. Puorro
Treasurer and Chief
Financial Officer
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