<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
For the quarterly period ended March 31, 2000 0-28886
----------------------
Commission File Number
</TABLE>
ROSLYN BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 11-3333218
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>
1400 Old Northern Boulevard, Roslyn, New York 11576
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(516) 621-6000
----------------------------------------------------
(Registrant's telephone number, including area code)
None
----------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act
Common Stock, $.01 par value
----------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act
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 [ ]
The Registrant had 66,673,317 shares of Common Stock outstanding as of May 8,
2000.
<PAGE>
FORM 10-Q
ROSLYN BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
PART I - FINANCIAL INFORMATION
- ------------------------------
<S> <C> <C>
ITEM 1. Financial Statements - (Unaudited):
Consolidated Statements of Financial Condition at
March 31, 2000 and December 31, 1999 1
Consolidated Statements of Income for the three months ended
March 31, 2000 and 1999 2
Consolidated Statement of Changes in Stockholders' Equity
for the three months ended March 31, 2000 3
Consolidated Statements of Cash Flows for the three
months ended March 31, 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 20
PART II - OTHER INFORMATION
- -----------------------------
ITEM 1. Legal Proceedings 21
ITEM 2. Changes in Securities 21
ITEM 3. Defaults Upon Senior Securities 21
ITEM 4. Submission of Matters to a Vote of Security Holders 21
ITEM 5. Other Information 21
ITEM 6. Exhibits and Reports on Form 8-K 21
Signature Page 23
</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
(In thousands, except share amounts)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------------- -----------------
ASSETS (Unaudited)
------
<S> <C> <C>
Cash and cash equivalents:
Cash and cash items $ 7,646 $ 8,937
Due from banks 39,285 39,112
Money market investments 1,800 30,800
----------- -----------
48,731 78,849
Debt and equity securities available-for-sale, net 709,021 729,201
Mortgage-backed and mortgage related securities available-for-sale, net 2,441,279 2,801,284
----------- -----------
3,150,300 3,530,485
Federal Home Loan Bank of New York (FHLB) stock, at cost 41,404 28,029
Loans held-for-sale, net 30,502 62,852
Loans receivable held for investment, net:
Real estate loans, net 3,861,725 3,746,711
Consumer loans, net 100,468 101,751
----------- -----------
3,962,193 3,848,462
Less allowance for loan losses (39,779) (40,155)
----------- -----------
3,922,414 3,808,307
Banking house and equipment, net 32,304 30,790
Accrued interest receivable 41,644 42,763
Mortgage servicing rights, net 13,742 17,953
Excess of cost over fair value of net assets acquired, net 3,065 3,215
Real estate owned, net 322 -
Deferred tax asset, net 92,076 97,156
Other assets 40,443 24,784
----------- -----------
Total assets $ 7,416,947 $ 7,725,183
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Savings accounts $ 895,048 $ 915,369
Certificates of deposit 2,556,527 2,605,454
Money market accounts 249,637 228,760
Demand deposit accounts 313,456 296,029
----------- -----------
Total deposits 4,014,668 4,045,612
Official checks outstanding 19,057 25,758
Borrowed funds:
Reverse-repurchase agreements 2,073,455 2,449,345
Other borrowings 515,078 395,196
Accrued interest and dividends 30,980 28,924
Mortgagors' escrow and security deposits 71,737 59,465
Accrued taxes payable 20,417 15,905
Accrued expenses and other liabilities 62,214 67,319
----------- -----------
Total liabilities 6,807,606 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 68,665,817 and 71,551,008 shares outstanding at March
31, 2000 and December 31, 1999, respectively 792 792
Additional paid-in-capital 492,346 492,311
Retained earnings - substantially restricted 491,470 478,891
Accumulated other comprehensive loss:
Net unrealized loss on securities available-for-sale, net of tax (102,416) (109,557)
Unallocated common stock held by Employee Stock Ownership Plan (ESOP) (47,976) (48,425)
Unearned common stock held by Stock-Based Incentive Plan (SBIP) (19,332) (20,894)
Common stock held by Supplemental Executive Retirement Plan and
Trust (SERP), at cost (383,086 and 347,895 shares at March 31, 2000
and December 31, 1999, respectively) (4,772) (4,191)
Treasury stock, at cost (10,164,000 and 7,314,000 shares at March 31, 2000
and December 31, 1999, respectively) (200,771) (151,268)
----------- -----------
Total stockholders' equity 609,341 637,659
----------- -----------
Total liabilities and stockholders' equity $ 7,416,947 $ 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
March 31,
-------------------------------------
2000 1999
----------------- ----------------
<S> <C> <C>
Interest income:
Federal funds sold and short-term deposits $ 233 $ 694
Debt and equity securities 14,485 11,796
Mortgage-backed and mortgage related securities 47,580 49,635
Real estate loans 71,128 65,491
Consumer loans 2,048 2,065
------------- -------------
Total interest income 135,474 129,681
------------- -------------
Interest expense:
Deposits 42,424 44,552
Borrowed funds 40,034 33,539
------------- -------------
Total interest expense 82,458 78,091
------------- -------------
Net interest income before provision for
loan losses 53,016 51,590
Provision for loan losses - -
------------- -------------
Net interest income after provision for loan losses 53,016 51,590
------------- -------------
Non-interest income:
Fees and service charges 1,828 1,350
Mortgage banking operations 2,504 3,217
Net (losses)/gains on securities (7,784) 2,185
Other non-interest income 247 118
------------- -------------
Total non-interest income (3,205) 6,870
------------- -------------
Non-interest expense:
General and administrative expenses:
Compensation and employee benefits 9,749 11,854
Occupancy and equipment 2,637 2,201
Deposit insurance premiums 331 155
Advertising and promotion 891 630
Other non-interest expenses 4,871 4,011
------------- -------------
Total general and administrative expenses 18,479 18,851
Amortization of excess of cost over fair value of
net assets acquired 150 118
Real estate operations, net 12 (290)
Merger related costs - 87,987
Restructuring charge - 5,903
------------- -------------
Total non-interest expense 18,641 112,569
------------- -------------
Income/(loss) before provision for income taxes
and extraordinary item 31,170 (54,109)
Provision for income taxes 7,676 1,657
------------- -------------
Income/(loss) before extraordinary item 23,494 (55,766)
Extraordinary item, net of tax - prepayment penalty on
debt extinguishment - (2,916)
------------- -------------
Net income/(loss) $ 23,494 $ (58,682)
============= =============
Basic earnings/(loss) per share:
Income/(loss) before extraordinary item $ 0.35 $ (0.78)
Extraordinary item, net of tax - (0.04)
------------- -------------
Net income/(loss) per share $ 0.35 $ (0.82)
============= =============
Diluted earnings/(loss) per share:
Income/(loss) before extraordinary item $ 0.35 $ (0.75)
Extraordinary item, net of tax - (0.04)
------------- -------------
Net income/(loss) per share $ 0.35 $ (0.79)
============= =============
</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 23,494
Other comprehensive income, net
of tax:
Net unrealized gain on certain
securities, net of reclassification
adjustment (1) (2) 7,141
Comprehensive income
Exercise of stock options and related
tax benefit (1,224)
Allocation of ESOP stock and related
tax benefit 35 449
Amortization of SBIP stock awards (147)
Cash dividends declared on common
stock (9,544)
Common stock acquired, at cost
----------- ----------- ----------- ------------ -----------
Balance at March 31, 2000 $ 792 $ 492,346 $ 491,470 $ (102,416) $ (47,976)
=========== =========== =========== ============ ===========
<CAPTION>
Unearned
common
stock Common Treasury Total
held by stock held 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 23,494
Other comprehensive income, net
of tax:
Net unrealized gain on certain
securities, net of reclassification
adjustment (1) (2) 7,141
----------
Comprehensive income 30,635
----------
Exercise of stock options and related
tax benefit (1,224)
Allocation of ESOP stock and related
tax benefit 484
Amortization of SBIP stock awards 1,562 1,415
Cash dividends declared on common
stock (9,544)
Common stock acquired, at cost (581) (49,503) (50,084)
----------- ---------- ----------- -----------
Balance at March 31, 2000 $ (19,332) $ (4,772) $ (200,771) $ 609,341
=========== ========== ============ ===========
(1) Disclosure of reclassification amount, net of tax, for the three months
ended March 31, 2000:
Net unrealized appreciation arising during the period $ 2,644
Add: Reclassification adjustment for net losses included in net income 4,497
----------------
Net unrealized gain on certain securities $ 7,141
================
(2) The tax expense relating to the net unrealized gain on certain securities,
net of reclassification adjustment for the three months ended March 31,
2000 was $5.2 million.
(3) Disclosure of Comprehensive Loss at March 31, 1999:
Net loss for the quarter ended March 31, 1999 $ (58,682)
Other comprehensive loss, net of tax:
Unrealized loss on certain securities, net of
reclassification adjustment (5,755)
----------------
Comprehensive loss for the quarter ended March 31, 1999 $ (64,437)
================
</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 Three Months Ended
March 31,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 23,494 $ (58,682)
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)
Originated mortgage servicing rights, net of amortization and valuation adjustment 4,211 (1,751)
Amortization of excess of cost over fair value of net assets acquired 150 118
Depreciation and amortization 912 797
Amortization of premiums in excess of accretion of discounts 3,617 20
ESOP and SBIP expense, net 1,899 1,497
Originations and purchases of loans held-for-sale, net of sales and securitizations 34,570 10,701
Gains on sales of loans (2,438) (3,981)
Net losses (gains) on securities 7,784 (2,185)
Net gains on sales of real estate owned - (9)
Merger related costs and restructuring charges - 65,727
Income taxes deferred and tax benefits attributable to stock plans 702 (2,013)
Changes in assets and liabilities:
Decrease in accrued interest receivable 1,119 3,086
(Increase) decrease in other assets (15,508) 2,908
(Decrease) increase in official checks outstanding (6,701) 17,730
Increase (decrease) in accrued interest and dividends 2,056 (5,585)
Increase (decrease) in accrued taxes payable 4,512 (24,979)
Decrease in accrued expenses and other liabilities (5,105) (27,139)
Net (decrease) increase in unearned income (1,481) 849
Increase in other, net 6 168
---------- ----------
Net cash provided by (used in) operating activities 53,811 (23,052)
---------- ----------
Cash flows from investing activities:
(Purchases of) proceeds from redemption of FHLB capital stock (13,375) 13,650
Proceeds from sales and repayments of debt, equity, mortgage-backed and mortgage
related securities available-for-sale 463,949 872,482
Purchases of debt, equity, mortgage-backed and mortgage related securities available-for-sale (82,944) (792,144)
Loan originations and purchases (in excess of) less than principal repayments (122,616) 69,137
Proceeds from sales of loans held for investment 9,868 -
(Purchases) disposition of banking house and equipment, net (2,426) 675
Proceeds from sales of real estate owned - 641
---------- ----------
Net cash provided by investing activities 252,456 164,441
---------- ----------
Cash flows from financing activities:
Increase in demand deposit, money market and savings accounts 17,983 3,901
(Decrease) increase in certificates of deposit (48,927) 3,582
Decrease in short-term borrowed funds (137,754) (145,594)
Decrease in long-term borrowed funds (118,254) (9,293)
Increase in mortgagors' escrow and security deposits 12,272 5,619
Net cash used in exercise of stock options (2,077) -
Cash dividends paid on common stock (9,544) (8,379)
Cost to repurchase treasury stock (49,503) -
Cost to repurchase common stock for SERP (581) -
Proceeds from re-issuance of treasury stock - 7,650
---------- ----------
Net cash used in financing activities (336,385) (142,514)
---------- ----------
Net decrease in cash and cash equivalents (30,118) (1,125)
Cash and cash equivalents at beginning of period 78,849 94,188
---------- ----------
Cash and cash equivalents at end of period $ 48,731 $ 93,063
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowed funds $ 80,402 $ 88,724
========== ===========
Income taxes $ 2,458 $ 26,428
========== ===========
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 periods presentation.
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 ended March 31, 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.
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 March 31, 2000 and 1999, compensation expense
attributable to the ESOP was approximately $484,000 and $461,000, respectively.
Concurrent with the Merger and pursuant to the terms of the T R Financial Corp.
ESOP, the T R Financial Corp. ESOP loan of approximately $4.5 million was
satisfied on March 30, 1999, through the sale of approximately 244,000 shares of
Roslyn Bancorp, Inc. common stock. The remaining shares held by the ESOP
trustee were released for allocation to the former T R Financial Corp.
employees. Included in the merger related costs incurred during the quarter
ended March 31, 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 March 31, 2000, $13.9
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 three months ended March 31, 2000, the Company granted stock awards
of 24,400 shares, with prices ranging from $16.81 to $17.75 per share. These
awards vest over five years on the anniversary dates of the awards. During the
three months ended March 31, 2000, awards relating to 4,588 shares were
forfeited. For the three months ended March 31, 2000 and 1999, compensation
expense attributable to the stock-based incentive plan was approximately $1.4
million and $1.0 million, respectively.
During the three months ended March 31, 2000, the Company granted stock options
to purchase 127,500 shares of the Company's common stock, with exercise prices
ranging from $16.81 to $17.75 per share. These options vest over five years on
the anniversary dates of the options. Additionally, options to purchase 26,712
shares of the Company's common stock were forfeited and options to purchase
238,515 shares were exercised during the three months ended March 31, 2000. The
total number of outstanding stock options at March 31, 2000 was 6,082,096.
5. NEW ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133 - an amendment of FASB Statement No. 133." This
statement delays the effective date for one year of SFAS No. 133, to fiscal
years beginning after June 15, 2000. SFAS Nos. 133 and 137 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. 133.
6. RECENT DEVELOPMENTS
On February 24, 2000, the Company announced that its Board of Directors declared
a quarterly dividend of $0.145 per common share. The dividend was paid on March
14, 2000 to shareholders of record as of March 2, 2000.
On February 17, 2000, the Company announced that its Board of Directors approved
the Company's fifth stock repurchase plan. The plan authorized the purchase of
up to 5% of the Company's common stock outstanding, or 3.5 million shares. As of
March 31, 2000, 413,000 shares were repurchased under this program at an average
price of $16.08 per share.
On January 3, 2000, the Company announced that John R. Bransfield, Jr. has been
promoted to the position of President and Chief Operating Officer of The Roslyn
Savings Bank and Vice Chairman of Roslyn Bancorp, Inc.
6
<PAGE>
7. DEBT AND EQUITY AND MORTGAGE-BACKED AND MORTGAGE RELATED
SECURITIES, NET
The following table sets forth certain information regarding amortized cost and
estimated fair values of debt and equity and mortgage-backed and mortgage
related securities, net of the Company at March 31, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
March 31, 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 $ 41,171 $ 41,594 $ 67,192 $ 67,880
United States Government agencies, net 291,698 273,164 287,642 267,942
State, county and municipal, net 7,553 7,586 4,762 4,833
----------- ----------- ----------- -----------
Total debt securities available-for-sale, net 340,422 322,344 359,596 340,655
----------- ----------- ----------- -----------
Equity securities:
Preferred and common stock 218,848 186,223 227,854 202,753
Trust preferreds, net 211,186 185,512 194,604 169,040
Other 16,556 14,942 16,541 16,753
----------- ----------- ----------- -----------
Total equity securities available-for-sale, net 446,590 386,677 438,999 388,546
----------- ----------- ----------- -----------
Mortgage-backed and mortgage related securities, net:
FNMA pass-through securities, net 147,181 143,851 177,003 172,669
GNMA pass-through securities, net 636,610 619,033 638,855 621,205
FHLMC pass-through securities, net 161,340 162,510 171,591 173,581
GNMA adjustable-rate mortgage
pass-through securities, net 165,516 166,118 174,480 175,997
FNMA adjustable-rate mortgage pass-through securities, net - - 63,148 63,148
Whole loan private collateralized mortgage obligations, net 443,764 429,169 536,320 513,940
Agency collateralized mortgage obligations, net 986,046 920,598 1,159,882 1,080,744
----------- ----------- ----------- -----------
Total mortgage-backed and mortgage
related securities available-for-sale, net 2,540,457 2,441,279 2,921,279 2,801,284
----------- ----------- ----------- -----------
Total securities available-for-sale, net $ 3,327,469 $ 3,150,300 $ 3,719,874 $ 3,530,485
=========== =========== =========== ===========
</TABLE>
7
<PAGE>
8. LOANS RECEIVABLE, NET
Loans receivable, net at March 31, 2000 and December 31, 1999 consist of the
following:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------- ---------------------
(In thousands)
<S> <C> <C>
Loans held-for-sale, net:
One- to four-family loans, net $ 29,436 $ 61,064
Student loans 1,066 1,788
-------------- --------------
Loans held-for-sale, net $ 30,502 $ 62,852
============== ==============
Loans receivable held for investment, net:
Real estate loans:
One- to four-family $ 3,017,176 $ 2,903,771
Multi-family 88,550 89,161
Home equity and second mortgage 141,540 139,191
Commercial real estate 482,867 489,504
Construction and development 114,005 107,781
-------------- --------------
Total real estate loans 3,844,138 3,729,408
Less:
Net unamortized discount and deferred income (3,163) (3,496)
Net deferred loan origination costs 20,750 20,799
-------------- --------------
Total real estate loans, net 3,861,725 3,746,711
Consumer loans, net:
Consumer 26,329 21,947
Automobile leases, net 74,139 79,804
-------------- --------------
Total consumer loans, net 100,468 101,751
Less allowance for loan losses (39,779) (40,155)
-------------- --------------
Loans receivable held for investment, net $ 3,922,414 $ 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 March 31, 2000 At December 31, 1999
----------------- --------------------
(In thousands)
<S> <C> <C>
Non-performing loans:
One- to four-family $ 9,097 $ 16,354
Commercial real estate 2,045 2,434
Multi-family 121 -
Home equity 64 79
Consumer 93 96
------------- -------------
Total non-accrual loans 11,420 18,963
Loans contractually past due 90 days or more -- --
------------- ------------
Total non-performing loans 11,420 18,963
Real estate owned, net (1) 322 --
------------- ------------
Total non-performing assets $ 11,742 $ 18,963
============= ============
Allowance for loan losses as a percent of loans (2) 1.00% 1.04%
Allowance for loan losses as a percent of total
non-performing loans 348.33% 211.75%
Non-performing loans as a percent of loans (2) 0.29% 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>
March 31, 2000 $11,420 0.29%
======= ====
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
$1.1 million and $1.2 million at March 31, 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
$23,000 and $107,000 during the three months ended March 31, 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 March 31, 2000 and December 31, 1999
Total assets at March 31, 2000 were $7.42 billion, a decrease of $308.2 million,
or 4.0%, 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. Real estate loans held for investment, net of
unearned income, increased $115.0 million, or 3.1%, to $3.86 billion at March
31, 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 real estate loan originations of $303.1 million for the quarter ended March
31, 2000. Debt, equity and mortgage-backed and mortgage related securities
decreased $380.2 million, or 10.8%, from $3.53 billion at December 31, 1999, to
$3.15 billion at March 31, 2000. The decrease in investment securities is
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, thus reducing the Company's exposure to
interest rate risk and margin compression.
Total liabilities at March 31, 2000 were $6.81 billion, a decrease of $279.9
million, or 3.9%, from $7.09 billion at December 31, 1999. The decrease in
total liabilities was principally due to a $256.0 million, or 9.0%, decrease in
borrowed funds from $2.84 billion at December 31, 1999 to $2.59 billion at March
31, 2000. Total deposits decreased $30.9 million, or 0.8%, from $4.05 billion
at December 31, 1999 to $4.01 billion at March 31, 2000. The decrease in
deposits reflects the Company's continued emphasis on enhancing core deposits
and decreasing reliance on high-cost time deposits. Certificates of deposit
decreased $48.9 million, or 1.9%, from $2.61 billion at December 31, 1999 to
$2.56 billion at March 31, 2000. Core deposits increased $18.0 million, or
1.2%, from $1.44 billion at December 31, 1999 to $1.46 billion at March 31,
2000.
Total stockholders' equity decreased $28.4 million, or 4.4%, to $609.3 million
at March 31, 2000 from $637.7 million at December 31, 1999. The decrease was
primarily due to the Company's purchase of $49.5 million of treasury stock and
dividends paid of $9.5 million for the three months ended March 31, 2000.
Partially offsetting the purchases of treasury stock and dividends paid was net
income for the quarter ended March 31, 2000 of $23.5 million, a $7.1 million
decrease in net unrealized loss on securities available-for-sale, net of tax and
$1.9 million of amortization of unallocated and unearned shares of common stock
held by the Company's stock-related benefit plans.
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 interest-earning assets and interest-bearing liabilities and
the interest rates earned or paid on them.
10
<PAGE>
The following table sets forth certain information regarding the Company's
unaudited consolidated average statements of financial condition and the
Company's unaudited consolidated statements of income for the three months ended
March 31, 2000 and 1999, and reflects the average yield on interest-earning
assets and average cost 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 March 31,
--------------------------------------------------------------------------------
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 $ 16,665 $ 233 5.59% $ 60,441 $ 694 4.59%
Debt and equity securities, net 815,488 14,485 7.10 736,045 11,796 6.41
Mortgage-backed and mortgage
related securities, net 2,781,299 47,580 6.84 3,070,912 49,635 6.47
Real estate loans, net 3,801,530 71,128 7.48 3,519,843 65,491 7.44
Consumer loans, net 104,140 2,048 7.87 114,215 2,065 7.23
----------- ---------- ----------- ----------
Total interest-earning assets 7,519,122 135,474 7.21 7,501,456 129,681 6.91
---------- ----------
Non-interest-earning assets 51,424 197,845
----------- -----------
Total assets $ 7,570,546 $ 7,699,301
============ ============
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Money market accounts $ 241,283 2,537 4.21 $ 129,629 1,158 3.57
Savings accounts 958,237 4,652 1.94 1,026,856 6,057 2.36
Super NOW and NOW accounts 142,405 689 1.94 154,482 888 2.30
Certificates of deposit 2,575,640 34,546 5.37 2,904,745 36,449 5.02
----------- ---------- ----------- ----------
Total deposits 3,917,565 42,424 4.33 4,215,712 44,552 4.23
Borrowed funds 2,761,142 40,034 5.80 2,444,207 33,539 5.49
----------- ---------- ----------- ----------
Total interest-bearing liabilities 6,678,707 82,458 4.94 6,659,919 78,091 4.69
---------- ----------
Non-interest-bearing liabilities 284,132 189,399
----------- -----------
Total liabilities 6,962,839 6,849,318
Stockholders' equity 607,707 849,983
----------- -----------
Total liabilities and stockholders' equity $ 7,570,546 $ 7,699,301
============ ===========
Net interest income/interest rate spread $ 53,016 2.27% $ 51,590 2.22%
========== ====== ========== ======
Net interest margin 2.82% 2.75%
====== ======
Ratio of interest-earning assets to
interest-bearing liabilities 112.58% 112.64%
====== ======
</TABLE>
11
<PAGE>
Comparison of Operating Results for the Three Months Ended March 31, 2000 and
1999
General
The Company reported net income of $23.5 million, or basic and diluted earnings
per share of $0.35 for the quarter ended March 31, 2000, compared to a net loss
of $58.7 million, or basic and diluted loss per share of $0.82 and $0.79,
respectively, for the comparable prior year period.
The quarter ended March 31, 1999, includes $78.5 million, net of tax, of merger
related costs associated with the acquisition of T R Financial Corp. and $3.4
million, net of tax, of restructuring charges relating to the January 1999 early
retirement program. Additionally, an extraordinary item of $2.9 million, net of
tax, was incurred during the quarter ended March 31, 1999, relating to
prepayment penalties incurred in recasting the borrowed funds position.
Interest Income
Interest income for the quarter ended March 31, 2000, increased $5.8 million, or
4.5%, to $135.5 million, from $129.7 million as compared to the quarter ended
March 31, 1999. The increase was primarily the result of an increase in the
average yield on total interest-earning assets from 6.91% for the quarter ended
March 31, 1999 to 7.21% for the 2000 comparable quarter. Average interest-
earning assets increased to $7.52 billion for the quarter ended March 31, 2000
as compared to $7.50 billion in the comparable quarter of 1999. The increase in
average interest-earning assets was principally attributable to growth of $281.7
million in average real estate loans, net and $79.4 million in average debt and
equity securities, offset in part by a $289.6 million decrease in average
mortgage-backed and mortgage related securities, net and a $10.1 million
decrease in average consumer loans, net.
Interest income on real estate loans increased $5.6 million, or 8.6%, to $71.1
million for the three months ended March 31, 2000, from $65.5 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 quarter
ended March 31, 1999 to $3.80 billion for the quarter ended March 31, 2000,
primarily due to continued strong real estate loan production. The increase was
also the result of a four basis point increase in the average yield on real
estate loans from 7.44% for the three months ended March 31, 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 $2.0 million, or 4.1%, to $47.6 million for the three months ended
March 31, 2000, from $49.6 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 $3.07 billion for the three
months ended March 31, 1999 to $2.78 billion for the three months ended March
31, 2000, which was due to management's strategy of repositioning the balance
sheet during 1999. The decrease in the average balance was offset by a 37 basis
point increase in the average yield on mortgage-backed and mortgage related
securities, net from 6.47% for the three months ended March 31, 1999 to 6.84%
for the same period in 2000.
Interest income on debt and equity securities, net increased $2.7 million, or
22.8%, to $14.5 million for the three months ended March 31, 2000 from $11.8
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 coupled with a 69
basis point increase in the average yield from 6.41% for the quarter ended March
31, 1999 to 7.10% for the same period in 2000.
Interest income on consumer loans, net decreased $17,000, or 0.8%, to $2.0
million for the three months ended March 31, 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
$114.2 million for the three months ended March 31, 1999 to $104.1 million for
the three months ended March 31, 2000. This decrease was
12
<PAGE>
offset by a 64 basis point increase in the average yield on consumer loans, net
from 7.23% for the three months ended March 31, 1999 to 7.87% for the same
period in 2000.
Interest Expense
Interest expense for the three months ended March 31, 2000, was $82.5 million,
compared to $78.1 million for the three months ended March 31, 1999, an increase
of $4.4 million, or 5.6%. The increase in interest expense is related to a 25
basis point increase in the average cost of interest-bearing liabilities and a
$18.8 million, or 0.3%, increase in the average balance of interest-bearing
liabilities from $6.66 billion for the quarter ended March 31, 1999 to $6.68
billion for the quarter ended March 31, 2000. This increase reflects a $316.9
million increase in the average balance of borrowed funds, offset by a $298.1
million decrease in the average balance of interest-bearing deposits for the
quarter ended March 31, 2000, as compared to the prior year quarter.
The average balance of borrowed funds increased $316.9 million, or 13.0%, from
$2.44 billion for the three months ended March 31, 1999 to $2.76 billion for the
three months ended March 31, 2000. This increase, combined with a 31 basis
point increase in the average cost, resulted in a $6.5 million increase in
interest expense on borrowed funds, from $33.5 million for the quarter ended
March 31, 1999, to $40.0 million for the quarter ended March 31, 2000.
Interest expense on interest-bearing deposits for the three months ended March
31, 2000 decreased $2.2 million, or 4.8%, to $42.4 million from $44.6 million
for the corresponding 1999 period. This decrease was primarily due to a
decrease in the average balance of savings accounts of $68.6 million, Super NOW
and NOW accounts of $12.1 million and certificates of deposit of $329.1 million,
offset by an increase in average money market accounts of $111.7 million. The
decrease in certificates of deposit was due to management's strategy of
decreasing its reliance on high-cost time deposits. The increase in average
money market accounts was achieved by introducing new deposit products and the
growth in deposits from the 1999 de-novo branches. The effect of lower average
deposit balances was offset by a 10 basis point increase in the average cost of
deposits. The increase in average cost was the result of the current rising
interest rate environment, coupled with a change in the deposit mix.
Net Interest Income
Net interest income before provision for loan losses was $53.0 million for the
three months ended March 31, 2000 as compared to $51.6 million for the three
months ended March 31, 1999, an increase of $1.4 million, or 2.8%. The increase
reflects the increases in the net interest rate spread and margin of five and
seven basis points, respectively, for the 2000 quarter as compared to the 1999
quarter.
The increases in the net interest rate spread and margin to 2.27% and 2.82%,
respectively, for the quarter ended March 31, 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 30 basis
points to 7.21% while the average cost of interest-bearing liabilities only rose
25 basis points to 4.94% for the 2000 quarter as compared to the 1999 quarter.
Provision for Loan Losses
The Company had no provision for loan losses for the three months ended March
31, 2000 and 1999. The lack of a provision for loan losses for the three months
ended March 31, 2000 and 1999 reflects management's qualitative and quantitative
assessment of the loan portfolio, net charge-offs and collection of delinquent
loans. At March 31, 2000 and December 31, 1999, the allowance for loan losses
amounted to $39.8 million and $40.2 million, respectively, and the ratio of such
allowance to total non-performing loans was 348.33% at March 31, 2000 as
compared to 211.75% at December 31, 1999.
13
<PAGE>
The Company's formalized process for assessing the adequacy of the allowance for
loan losses, and the resultant need, if any, for periodic provisions to the
allowance charged to income, entails both individual loan analyses and loan pool
analyses. The individual loan analyses are periodically performed on
individually significant loans or when otherwise deemed necessary, and primarily
encompasses multi-family, commercial real estate and construction and
development loans. The result of these individual analyses is the allocation of
the overall allowance to specific allowances for individual loans, for both
loans considered impaired and non-impaired.
The loan pool analyses are performed on the balance of the portfolio, primarily
the one- to four-family residential and consumer loans. The pools consist of
aggregations of homogeneous loans having similar credit risk characteristics.
Examples of pools defined by the Company for this purpose are Company-
originated, fixed-rate residential loans; Company-originated, adjustable-rate
residential loans; purchased fixed-rate residential loans; outside-serviced
residential loans; residential second mortgage loans; participations in
conventional first mortgages; residential construction loans; commercial
construction loans, etc. For each such defined pool, there is a set of sub-
pools based upon delinquency status: current, 30-59 days, 60-89 days, 90-119
days and 120+ days (the latter two sub-pools are considered to be "classified"
by the Company). For each sub-pool, the Company has developed a range of
allowance necessary to adequately provide for probable losses inherent in that
pool of loans. These ranges are based upon a number of factors including the
risk characteristics of the pool, actual loss and migration experience, expected
loss and migration experience considering current economic conditions, industry
norms, and the relative seasoning of the pool. The ranges of allowance developed
by the Company are applied to the outstanding principal balance of the loans in
each sub-pool; as a result, further specific and general allocations of the
overall allowance are made (the allocations for the classified sub-pools are
considered specific and the allocations for the non-classified sub-pools are
considered general).
The Company's overall allowance also contains an unallocated amount which is
supplemental to the results of the aforementioned process and takes into
consideration known and expected trends that are likely to affect the
creditworthiness of the loan portfolio as a whole such as national and local
economic conditions, unemployment conditions in the local lending area and the
timeliness of court foreclosures proceedings in the Company's local and other
lending areas. Management continues to believe the Company's reported allowance
for loan losses is both appropriate in the circumstances and adequate to provide
for estimated probable losses inherent in the loan portfolio.
Non-Interest Income
Non-interest income decreased $10.1 million, or 146.7%, to a non-interest income
loss of $3.2 million for the quarter ended March 31, 2000, as compared to non-
interest income of $6.9 million for the same prior year period. The decrease
was the result of $10.0 million decrease in net gains on sales of securities.
The loss on sales of securities was due to management's investment strategy of
repositioning its securities portfolio during the first quarter of 2000.
Excluding the effect of securities activity, non-interest income remained stable
at $4.6 million for the first quarter of 2000 as compared to $4.7 million for
the comparable 1999 quarter. Fee and service charge income increased $478,000,
or 35.4%, to $1.8 million for the quarter ended March 31, 2000 as compared to
$1.4 million for the comparable 1999 period. This increase is primarily due to
increased fee income generated from the sale of alternative investment products
and other retail banking fees. Offsetting this increase is the $713,000, or
22.2%, decrease in mortgage banking operations income. This decrease was
principally due to the decline in third parties loan sales, and to a lesser
extent, the change in the product mix of the loans sold during the first quarter
of 2000 versus the same quarter in 1999. Loan sales of one- to four-family
loans to third parties for the quarter ended March 31, 2000 totaled $82.9
million, a decline of $133.9 million, or 61.8%, from $216.8 million for the
quarter ended March 31, 1999.
14
<PAGE>
Non-Interest Expense
Non-interest expense totaled $18.6 million for the quarter ended March 31, 2000
as compared to $112.6 million for the quarter ended March 31, 1999, a decrease
of $94.0 million, or 83.4%. The decrease in non-interest expense was
attributable to merger related costs associated with the acquisition of T R
Financial Corp. incurred during the 1999 quarter, totaling $88.0 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 $6.5 million of costs associated
with combining operations.
General and administrative expenses for the quarter ended March 31, 2000
decreased $372,000, or 2.0%, to $18.5 million from $18.9 million for the quarter
ended March 31, 1999. The decrease in operating expenses was primarily due to
the reduction in compensation and employee benefit costs of $2.1 million, offset
by increases in occupancy and equipment of $436,000, deposit insurance premiums
of $176,000, advertising and promotion of $261,000 and other non-interest
expenses of $860,000.
The decrease in compensation and employee benefit expenses was due to the
recognition of a full quarter of post merger staff reductions and a decrease in
commission expense related to the decreased volume of loan originations
experienced in the first quarter of 2000 as compared to the 1999 first quarter.
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 new headquarters, which occurred during the
second quarter of 1999, coupled with the loss of rental income from Bank owned
properties that were sold during the fourth quarter of 1999. Included in other
non-interest expenses during the first quarter of 2000 were $402,000 of costs
associated with the prior-year cost reduction measures and other charges related
thereto that occurred at the Bank's mortgage banking subsidiary.
Income Taxes
Total income tax expense increased $6.0 million, or 363.2%, from $1.7 million
recorded during the quarter ended March 31, 1999 to $7.7 million during the
quarter ended March 31, 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 in the first quarter of 1999.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, reverse-repurchase
agreements, FHLB borrowings, proceeds from the principal and interest payments
on loans and mortgage-backed securities. While maturities and scheduled
amortization of loans and investments are predictable sources of funds, deposit
outflows, prepayment of mortgage loans and mortgage-backed securities are
greatly influenced by general interest rates, economic conditions and
competition.
The primary investing activities of the Company are the origination of one- to
four-family real estate loans and the purchase of mortgage-backed, mortgage
related, debt and equity securities. During the first quarter of 2000 the Bank
retained for portfolio $211.8 million of one- to four-family originations as
compared to $40.4 million for the quarter ended March 31, 1999. Purchases of
mortgage-backed, mortgage related, debt and equity securities available-for-sale
totaled $82.9 million and $792.1 million during the three months ended March 31,
2000 and 1999, respectively. 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
15
<PAGE>
internally, additional sources of funds are available through the use of
reverse-repurchase agreements and FHLB borrowings. At March 31, 2000, the
Company had $2.07 billion in reverse-repurchase agreements outstanding, as
compared to $2.45 billion at December 31, 1999. The aforementioned is primarily
attributable to management's decision to utilize borrowings, primarily in the
form of reverse-repurchase agreements, to sustain a significant portion of its
asset growth.
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 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 March 31, 2000, the Company's one-year gap position was
negative 30.68%. A gap is considered negative when the amount of interest rate
sensitive liabilities exceeds the amount of interest rate sensitive assets. A
gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. During a period of
rising interest rates, an institution with a negative gap position would be in a
worse position to invest in higher yielding assets which, consequently, may
result in the cost of its interest-bearing liabilities increasing at a rate
faster than its yield on interest-earning assets than 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
16
<PAGE>
March 31, 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 March 31, 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 $312.1
million, representing a positive cumulative one-year gap position of 4.21%. 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 March 31, 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 March 31, 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 $350.2 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, $178.5 million are
callable with in one year and the remaining are callable over five years. Also
included in the Gap Table are $475.0 million of callable borrowings, classified
according to their maturity dates, which are primarily due within three years.
Of such borrowings, $290.0 million are callable within one year.
The Company's negative gap position primarily reflects the effect of the
callable borrowings and short-term certificates of deposit. The majority of
these callable borrowings were "called" during the fourth quarter of 1999 and
the first quarter of 2000 and were 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 interest rate environment
experienced during the fourth quarter of 1999 and the first quarter of 2000. 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.
17
<PAGE>
<TABLE>
<CAPTION>
At March 31, 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 $ 1,800 $ - $ - $ - $ - $ - $ 1,800
Debt and equity
securities, net (2) 20,822 26,510 2,151 55 - 700,887 750,425
Mortgage-backed and
mortgage related
securities, net (2) 582,397 340,472 277,730 226,651 185,054 828,975 2,441,279
Real estate loans,
net (3) (4) 887,561 425,464 431,544 363,126 371,574 1,400,565 3,879,834
Consumer loans, net (4) 46,018 27,976 26,941 506 - - 101,441
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total interest-earning
assets 1,538,598 820,422 738,366 590,338 556,628 2,930,427 7,174,779
------------ ------------ ------------ ------------ ------------ ------------ ------------
Interest-bearing liabilities:
Money market accounts 16,123 16,123 16,123 16,123 16,123 169,022 249,637
Savings accounts 104,527 104,527 104,527 104,527 104,527 372,413 895,048
Super NOW and NOW accounts 5,860 5,860 5,860 5,860 5,860 117,197 146,497
Certificates of deposit 1,977,838 310,583 148,438 59,490 40,914 19,264 2,556,527
Borrowed funds 1,710,074 351,481 126,500 55,000 75,000 270,478 2,588,533
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total interest-bearing
liabilities 3,814,422 788,574 401,448 241,000 242,424 948,374 6,436,242
------------ ------------ ------------ ------------ ------------ ------------ ------------
Interest sensitivity
gap (5) $ (2,275,824) $ 31,848 $ 336,918 $ 349,338 $ 314,204 $ 1,982,053 $ 738,537
============ ============ ============ ============ ============ ============ ============
Cumulative interest
sensitivity gap $ (2,275,824) $ (2,243,976) $ (1,907,058) $ (1,557,720) $ (1,243,516) $ 738,537
============ ============ ============ ============ ============ ============
Cumulative interest
sensitivity gap as a
percentage of total assets (30.68)% (30.25)% (25.71)% (21.00)% (16.77)% 9.96%
Cumulative net interest-
earning assets as a
percentage of cumulative
interest- bearing
liabilities 40.34% 51.25% 61.89% 70.30% 77.34% 111.47%
</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 $41.4 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 liabilities.
18
<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 March 31, 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 7.08%, 15.33% and 16.48%,
respectively.
Year 2000 Compliance
To date, the Company has experienced no disruptions or problems regarding the
Year 2000 (Y2K) rollover. As part of the Company's Y2K plan, on January 1,
2000, the Company tested and sampled internal systems, including its primary
third-party data processor, telecommunications systems, automated teller
machines and related third party vendors supporting these machines, various
third party software applications and the Company's ability to interface with
its corespondent banks, such as the Chase Manhattan Bank and the Federal Reserve
Bank. All testing completed on January 1, 2000, indicated all systems were
operating as normal. To date, all of the Company's internal hardware and
software continue to operate as normal, and to date, to the Company's knowledge,
all vendors utilized by the Company in its daily operations are operating
normally and have not indicated any Y2K related problems.
The Company will continue to monitor and oversee all internal operations and be
in contact with its vendors regarding Y2K related issues. Based on the
successful transition through the January 2000 rollover period and the
previously conducted testing, the Company does not anticipate any significant
Y2K problems to arise. In addition, none of the Company's major commercial
borrowers reported any Y2K related problems.
The Company's expenditures for the Y2K effort total approximately $400,000
through March 31, 2000, including $26,000 for the three months ended March 31,
2000.
19
<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."
20
<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
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
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 Bylaws of Roslyn Bancorp, Inc. (3)
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.
3. Incorporated by reference into this document from the Exhibits filed with
the Form 10-K, and any amendments thereto, Commission File No. 0-28886,
filed with the securities and Exchange Commission on March 31, 1999.
21
<PAGE>
Exhibit Index
-------------
Page
----
11.0 Statement Re: Computation of Per Share Earnings 24
27.0 Financial Data Schedule (submitted only with filing --
in electronic filing)
22
<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: May 11, 2000 By: /S/ Joseph L. Mancino
--------------------- ----------------------------------------
Joseph L. Mancino
Vice Chairman of the Board,
President and Chief Executive
Officer
Date: May 11, 2000 By: /S/ Michael P. Puorro
--------------------- ----------------------------------------
Michael P. Puorro
Treasurer and Chief
Financial Officer
23
<PAGE>
Exhibit 11.0
Roslyn Bancorp, Inc.
Statement Re: Computation of Per Share Earnings
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
For the Three Months For the Three Months
Ended Ended
March 31, March 31,
2000 1999
---------------------- ----------------------
<S> <C> <C>
Net income/(loss) $ 23,494 $ (58,682)
---------------------- ----------------------
Weighted average common shares outstanding 66,811,332 71,824,745
---------------------- ----------------------
Basic earnings/(loss) per common share $ 0.35 $ (0.82)
====================== ======================
Weighted average common shares outstanding 66,811,332 71,824,745
Potential common stock due to dilutive effect of stock options 843,000 2,207,474
---------------------- ----------------------
Total shares for diluted earnings/(loss) per share 67,654,332 74,032,219
---------------------- ----------------------
Diluted earnings/(loss) per common share $ 0.35 $ (0.79)
====================== ======================
</TABLE>
24
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 46,931
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,800
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,150,300
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 3,922,695
<ALLOWANCE> 39,779
<TOTAL-ASSETS> 7,416,947
<DEPOSITS> 4,014,668
<SHORT-TERM> 991,727
<LIABILITIES-OTHER> 204,405
<LONG-TERM> 1,596,806
0
0
<COMMON> 792
<OTHER-SE> 608,549
<TOTAL-LIABILITIES-AND-EQUITY> 7,416,947
<INTEREST-LOAN> 73,176
<INTEREST-INVEST> 62,065
<INTEREST-OTHER> 233
<INTEREST-TOTAL> 135,474
<INTEREST-DEPOSIT> 42,424
<INTEREST-EXPENSE> 82,458
<INTEREST-INCOME-NET> 53,016
<LOAN-LOSSES> 0
<SECURITIES-GAINS> (7,784)
<EXPENSE-OTHER> 18,641
<INCOME-PRETAX> 31,170
<INCOME-PRE-EXTRAORDINARY> 23,494
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,494
<EPS-BASIC> 0.35
<EPS-DILUTED> 0.35
<YIELD-ACTUAL> 7.21
<LOANS-NON> 11,420
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 10,504
<ALLOWANCE-OPEN> 40,155
<CHARGE-OFFS> 460
<RECOVERIES> 84
<ALLOWANCE-CLOSE> 39,779
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 39,779
</TABLE>
