STATEN ISLAND BANCORP INC
10-Q, 2000-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  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 March 31, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


         For the Transition period from __________ to __________

                         Commission File Number 1-13503

                           STATEN ISLAND BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                    13-3958850
- ---------------------------------------------           ----------------------
(State or other jurisdiction of incorporation             (I.R.S. Employer
                 or organization)                       Identification Number)

               15 Beach Street
         STATEN ISLAND, NEW YORK                                  10304
- ------------------------------------                 ---------------------------
      (Address of principal executive office)                  (Zip Code)


                                 (718-556-6518)
                                 --------------
              (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.  The  Registrant  had
36,791,023 shares of Common Stock outstanding as of May 8, 2000.

<PAGE>

                  STATEN ISLAND BANCORP, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

Table of Contents                                                                     PAGE
- -----------------                                                                     ----
<S>                                                                                   <C>
Part 1  Financial Information

      Item 1    Financial Statements

                Unaudited Statements of Condition                                      1
                (As of March  31, 2000 and December 31, 1999)

                Unaudited Statements of Income                                         2
                         (For three months ended March 31, 2000 and 1999)

                Unaudited Statement of Changes in Stockholders' Equity                 3
                         (For three months ended March 31, 2000)
                Unaudited Statements of Cash Flows                                     4
                          (For the three months ended March 31, 2000 and 1999)

                Notes to Unaudited Consolidated Financial Statements                   5

      Item 2    Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                  12

      Item 3    Quantitative and Qualitative Disclosures About Market Risk             18


Part II Other Information

        Item 1  Legal Proceedings                                                      19
                -----------------

        Item 2  Changes in Securities and Use of Proceeds                              19
                -----------------------------------------
        Item 3  Defaults Upon Senior Securities                                        19
                -------------------------------

        Item 4  Submission of Matters to a Vote of Security Holders                    19
                ---------------------------------------------------

        Item 5  Other Information                                                      19
                -----------------

        Item 6  Exhibits and Reports on Form 8-K                                       20
                --------------------------------

                Signatures                                                             21
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                  STATEN ISLAND BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CONDITION

                                                            --------------------------------------------
                                                               March 31, 2000         December 31, 1999
                                                             --------------------    --------------------
                                                                         (000's omitted)
                                                                             unaudited
<S>                                                           <C>                   <C>
ASSETS

ASSETS:
Cash and due from banks ............................          $    71,340           $    80,998
Federal funds sold .................................                7,325                20,400
Securities available for sale ......................            2,053,890             1,963,954
Loans, net .........................................            2,419,638             2,150,039
Loans held for sale, net ...........................               37,997                46,588
Accrued interest receivable ........................               25,171                23,621
Bank premises and equipment, net ...................               29,718                24,731
Intangible assets, net .............................               62,275                15,431
Other assets .......................................              168,945               163,552
                                                              -----------           -----------
Total assets .......................................          $ 4,876,299           $ 4,489,314
                                                              ===========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Due Depositors-
Savings ............................................          $   793,502           $   737,794
Time ...............................................              775,717               573,043
Money market .......................................              129,595                89,004
NOW accounts .......................................               91,965                80,352
Demand deposits ....................................              385,520               340,040
                                                              -----------           -----------
                                                                2,176,299             1,820,233
Borrowed funds .....................................            2,080,548             2,049,411
Advances from borrowers for taxes and insurance ....               14,187                10,805
Accrued interest and other liabilities .............               45,884                37,488
                                                              -----------           -----------
Total liabilities ..................................            4,316,918             3,917,937
                                                              -----------           -----------
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per share, 100,000,000
shares authorized, 45,130,312 issued and 37,341,123
outstanding at March 31, 2000 and 45,130,312 issued                   451                   451
and 38,693,623 outstanding at December 31, 1999 ....
Additional paid-in-capital .........................              536,831               536,539
Retained earnings-substantially restricted .........              259,834               251,315
Unallocated common stock held by ESOP ..............              (35,022)              (35,709)
Unearned common stock held by RRP ..................              (25,440)              (25,439)
Treasury stock 7,789,189 shares at March 31, 2000
and 6,436,689 at December 31, 1999 at cost .........             (143,966)             (121,149)
                                                              -----------           -----------
                                                                  592,688               606,008
Accumulated other comprehensive income, net of taxes              (33,307)              (34,631)
                                                              -----------           -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                           <C>                   <C>
Total stockholders' equity .........................              559,381               571,377
                                                              -----------           -----------
Total liabilities and stockholders' equity .........          $ 4,876,299           $ 4,489,314
                                                              ===========           ===========
</TABLE>
                                       1


<PAGE>
<TABLE>
<CAPTION>

                  STATEN ISLAND BANCORP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                                                      For the Three Months Ended
                                                                               March 31,
                                                                   -----------------------------------
                                                                       2000                   1999
                                                                  ------------------------------------
                                                                 (000's omitted except per share data)
                                                                               (unaudited)
<S>                                                               <C>                    <C>
Interest Income:
Loans ..................................................          $     44,127           $     30,665
Securities, available for sale .........................                36,819                 31,352
Federal funds sold .....................................                   460                    727
                                                                  ------------           ------------
   Total interest income ...............................                81,406                 62,744
                                                                  ------------           ------------
Interest Expense:
Savings and escrow .....................................                 4,933                  4,562
Time ...................................................                 9,073                  6,469
Money market and NOW ...................................                 1,384                    982
Borrowed funds .........................................                30,314                 17,714
                                                                  ------------           ------------
   Total interest expense ..............................                45,704                 29,727
                                                                  ------------           ------------
   Net interest income .................................                35,702                 33,017
Provision for Loan Losses ..............................                    18                     59
                                                                  ------------           ------------
     Net interest income after provision for loan losses                35,684                 32,958

Other Income (Loss):
Service and fee income .................................                 8,387                  5,494
Securities transactions ................................                  (223)                   124
                                                                  ------------           ------------
                                                                         8,164                  5,618

Other Expenses:
Personnel ..............................................                13,074                 10,406
Occupancy and equipment ................................                 2,377                  1,884
Amortization of intangible assets ......................                 1,217                    553
FDIC Insurance .........................................                   112                     50
Data processing ........................................                 1,148                    927
Marketing ..............................................                   480                    348
Professional fees ......................................                   568                    558
Other ..................................................                 3,382                  2,953
                                                                  ------------           ------------
   Total other expenses ................................                22,358                 17,679
                                                                  ------------           ------------
   Income before provision for income taxes ............                21,490                 20,897

Provision for Income Taxes .............................                 8,327                  8,577
                                                                  ------------           ------------
Net Income .............................................          $     13,163           $     12,320
                                                                  ============           ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                               <C>                    <C>
Earnings Per Share:
Basic ..................................................          $       0.38           $       0.31
Fully Diluted ..........................................          $       0.38           $       0.31
Weighted Average:
Common Shares Outstanding ..............................            45,130,312             45,130,312
Less: Unallocated ESOP/RRP Shares ......................             3,179,824              3,432,046
Less: Treasury Shares ..................................             6,976,562              2,060,780
                                                                  ------------           ------------
                                                                    34,973,926             39,637,486
                                                                  ============           ============
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                                     STATEN ISLAND BANCORP, INC. AND SUBSIDIARY
                                                        CONSOLIDATED STATEMENTS OF CHANGES IN
                                                                STOCKHOLDERS' EQUITY
                                                                      unaudited
                                                                   (000's omitted)

                                                           Unallocated
                                               Additional     Common       Unearned
                                      Common    Paid-In       Stock         RRP       Treasury   Comprehensive
                                      Stock     Capital    Held by ESOP     Shares      Stock       Income
                                     --------------------------------------------------------------------------

<S>                                   <C>      <C>          <C>          <C>         <C>          <C>
Balance January 1, 2000.............  $ 451    $ 536,539    $ (35,709)   $ (25,440)  $ (121,149)

Change in unrealized
appreciation (depreciation)
on securities, net of tax...........                                                                $ 1,324

Allocation of 57,226 ESOP shares....                 292          687


Treasury stock (1,352,500) at cost                                                      (22,817)

Net Income..........................                                                                 13,163
                                                                                                  ---------
Comprehensive Income................                                                                 14,487
                                                                                                  =========

Dividends paid......................
                                    ---------------------------------------------------------------------------
Balance March 31, 2000.............. $ 451    $ 536,831      $ (35,022)  $ (25,440)$ (143,966)
                                     ==========================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                     STATEN ISLAND BANCORP, INC. AND SUBSIDIARY
                                                        CONSOLIDATED STATEMENTS OF CHANGES IN
                                                                STOCKHOLDERS' EQUITY
                                                                      unaudited
                                                                   (000's omitted)

                                                  Accumulated
                                                     Other
                                       Retained  Comprehensive
                                       Earnings   Income(Loss)    Total
                                     -------------------------------------

<S>                                    <C>          <C>         <C>
Balance January 1, 2000.............   $ 251,315    $ (34,631)  $ 571,376

Change in unrealized
appreciation (depreciation)
on securities, net of tax...........                    1,324       1,324

Allocation of 57,226 ESOP shares....                                  979

Treasury stock (1,352,500) at cost                                (22,817)

Net Income..........................     13,163                    13,163

Comprehensive Income................


Dividends paid......................    (4,644)                    (4,644)
                                     ------------------------------------
Balance March 31, 2000.............. $ 259,834      $ (33,307) $ 559,381
                                     =====================================
</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>
               STATEN ISLAND BANCORP, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                                                              2000                1999
                                                                              ----                ----
                                                                                   (000's omitted)
                                                                                      unaudited
<S>                                                                          <C>                  <C>
Cash Flows From Operating Activities:
Net Income                                                                   $13,163              $12,320
Adjustments to reconcile net income to net cash
 provided by operating activities----
Depreciation and amortization                                                    690                  654
Accretion and amortization of bond and mortgage premiums                        (648)                 636
Amortization of intangible assets                                              1,217                  553
Loss (Gain) on sale of available for sale securities                             223                 (124)
Other noncash expense (income)                                                (3,360)              (4,453)
Expense charge relating to allocation and earned
  portions of employee benefit plan                                            2,061                2,193
Provision for possible loan losses                                                18                   59
Decrease in deferred loan fees                                                (1,003)                (486)
Decrease (increase) in accrued interest receivable                             2,649                 (402)
Decrease (increase) in other assets                                           (2,820)               9,499
(Decrease) increase in accrued interest and other liabilities                  7,898                7,394
(Increase) decrease in deferred income taxes                                   1,042                4,699
Recoveries of loans                                                              102                  334
                                                                            -----------------------------
Net cash provided by operating activities                                     21,232               32,876
                                                                            -----------------------------
Cash Flows From Investing Activities:
Maturities of available for sale securities                                   44,221              150,686
Sales of available for sale securities                                       107,730               12,010
Purchases of available for sale securities                                   (15,283)            (195,192)
Principal collected on loans                                                  22,521               49,921
Loans made to customers                                                     (272,408)            (342,867)
Purchases of loans                                                            (3,030)              (4,052)
Sales of loans                                                                85,690              169,783
Capital expenditures                                                          (1,603)                (795)
Acquisition of FSB, net of cash acquired                                     (46,688)
                                                                            -----------------------------
Net cash (used in) investing activities                                      (78,850)            (160,506)
                                                                            -----------------------------
Cash Flows From Financing Activities:
Net increase in deposit accounts                                              31,209               44,366
Borrowings                                                                    31,137              103,885
Dividends paid                                                                (4,644)              (3,897)
Purchase of Treasury Stock                                                   (22,817)             (25,690)
Net cash provided by financing activities                                     34,885              118,664
Net (decrease) increase in cash and cash equivalents                         (22,733)              (8,966)

Cash And Equivalents, beginning of year...............................       101,398              133,109
                                                                            -----------------------------
Cash And Equivalents, end of period...................................       $78,665             $124,143
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                          <C>                  <C>
Supplemental Disclosures Of Cash Flow Information:
Cash paid for-
Interest                                                                     $44,832              $28,154
Income taxes                                                                   3,788                2,337

Acquisition of FSB
Fair value of assets acquired                                                370,579                    -
Fair value of liabilities acquired                                           331,280                    -
</TABLE>

                                       4

<PAGE>
                         STATEN ISLAND BANCORP, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Financial Information

Note 1.  Summary of Significant Accounting Policies

         The accounting and reporting  policies of Staten Island  Bancorp,  Inc.
(the  "Company")  and  subsidiaries  conform to  generally  accepted  accounting
principles and to general practice within the banking industry.

Basis of Financial Statement Presentation

         The accompanying  unaudited  consolidated  financial statements include
the  accounts of the  Company  and its wholly  owned  subsidiary  Staten  Island
Savings Bank (the "Bank") and the Bank's  subsidiaries.  The Bank's wholly owned
subsidiaries  are SIB Mortgage Corp.  (the "Mortgage  Company"),  SIB Investment
Corporation  ("SIBIC"),  Staten Island Funding  Corporation  ("SIFC"),  American
Construction   Lending  Service,   Inc.  ("ACLS")  and  SIB  Financial  Services
Corporation ("SIBFSC").  All significant intercompany  transactions and balances
are eliminated in consolidation.

         The unaudited consolidated financial statements included herein reflect
all normal  recurring  adjustments  which  are,  in the  opinion of  management,
necessary  for a fair  presentation  of the  results  for  the  interim  periods
presented.  The results of operations for the three month period ended March 31,
2000 are not  necessarily  indicative of the results to be expected for the year
ending  December 31, 2000.  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  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 and Form 10-K.

         In preparing  the  consolidated  financial  statements,  management  is
required to make  estimates  and  assumptions  that affect the reported  assets,
liabilities,  revenues and expenses as of the dates of the financial statements.
Actual results could differ significantly from those estimates.

Business
         Staten Island  Bancorp,  Inc. is the holding  company for Staten Island
Savings Bank. The Bank, which is a traditional full service  community  oriented
bank,  operates sixteen full service branches,  one supermarket branch and three
limited  service  branches  on  Staten  Island  and one full  service  branch in
Brooklyn.  In addition,  as a result of the  acquisition  of First State Bancorp
(FSB) in January  2000,  the holding  company  for First  State  Bank,  the Bank
operates  four full  service  branches  in Ocean  County,  and two full  service
branches in Monmouth County,  New Jersey. The Bank also has a lending center and
a Trust Department on Staten Island. Commercial lending offices are also located
in the Bay Ridge, Brooklyn branch and the Howell, New Jersey branch.

         The Mortgage Company does business as Ivy Mortgage and is headquartered
in Branchburg,  New Jersey.  The Mortgage Company  originates loans in 22 states
and sells them to investors generating fee income for the Bank. The Bank retains
for its own portfolio certain adjustable rate mortgage loans ("ARMS") originated
by the mortgage  company in order to supplement the ARMS originated  directly by
the Bank in its efforts to manage interest rate risk.

         ACLS   originates   short-term,   generally   six-month  to  one  year,
construction  loans  primarily to  individuals  for their own  residences.  ACLS
operates  throughout the United States and the Bank will provide permanent loans
for construction  loans originated by ACLS for certain properties located in the
New York City metropolitan area.

                                       5
<PAGE>

         The Bank's  deposits are insured by the Bank  Insurance Fund ("BIF") to
the maximum  extent  permitted  by law. The Bank is subject to  examination  and
regulation  by the  Office of Thrift  Supervision  ("OTS")  which is the  Bank's
chartering  authority and primary  regulator.  The Bank is also regulated by the
Federal Deposit Insurance  Corporation  ("FDIC"),  the administrator of the BIF.
The Bank is also  subject to certain  reserve  requirements  established  by the
Board of Governors of the Federal  Reserve System ("FRB") and is a member of the
Federal  Home Loan Bank  ("FHLB")  of New York,  which is one of the 12 regional
banks comprising the FHLB system.


Organization Form of Ownership

         The Bank was originally  founded as a New York State chartered  savings
bank in 1864. In August 1997, the Bank converted to a federally chartered mutual
savings bank and is now  regulated  by the OTS. On April 16, 1997,  the Board of
Directors of the Bank adopted a Plan of  Conversion  to convert from a federally
chartered  mutual savings bank to a federally  chartered stock savings bank with
the concurrent  formation of a holding company (the  "Conversion").  The Company
completed its initial  public  offering and  Conversion on December 22, 1997 and
issued 45,130,312 shares of common stock, $.01 par value per share.

         The Bank has the following wholly owned subsidiaries:

         The  Mortgage  Company was  incorporated  in the State of New Jersey in
1998.  The  Mortgage  Company  was formed to purchase  substantially  all of the
assets of Ivy Mortgage Corp. The Mortgage Company currently  originates loans in
22 states and had assets totaling $46.9 million at March 31, 2000 and originated
$125.7 million of loans during the three months ended March 31, 2000.

         Staten Island Funding Corporation is a wholly-owned subsidiary of SIBIC
incorporated  in the State of Maryland in 1998 for the purpose of establishing a
real estate investment trust ("REIT"). The Bank transferred real estate mortgage
loans totaling  $648.0  million,  net, which included  certain other  associated
assets and  liabilities.  In return the Bank  received  all the shares of common
stock  and the  majority  of the  preferred  stock in SIFC.  The  assets of SIFC
totaled $665.2 million at March 31, 2000.

         SIB Investment  Corporation was incorporated in the State of New Jersey
in 1998 for the purpose of managing  certain  investments  of the Bank. The Bank
transferred  the common stock and a majority of the  preferred  stock of SIFC to
SIBIC. The consolidated assets of SIBIC at March 31, 2000 were $730.2 million.

         American  Construction  Lending  Services,   Inc.  is  a  wholly  owned
subsidiary of the Bank  incorporated in the state of Delaware in May 1999 and is
headquartered  in the  state  of  Connecticut.  ACLS's  main  business  line  is
originating residential construction loans throughout the country. The assets of
ACLS totaled $11.6 million as of March 31, 2000.

         SIB Financial Services  Corporation is a wholly owned subsidiary of the
Bank incorporated in the State of New York in January 2000. SIBFSC was formed as
a  licensed  life  insurance  agency  to sell the  product  of the  SBLI  Mutual
Insurance  Co. of New York.  The assets of SIBFSC  were  $58,000 as of March 31,
2000.

                                       6
<PAGE>
Securities  -  Available  for Sale.  The  following  table  sets  forth  certain
information  regarding amortized cost and estimated fair values of debt, equity,
mortgage-backed and mortgage related securities of the Company at March 31, 2000
and December 31, 1999.
<TABLE>
<CAPTION>
                                                                                     March 31, 2000           December 31, 1999
                                                                              ---------------------------  -----------------------
Bonds and Mortgage-Related Securities - Available For Sale
- ----------------------------------------------------------                      Amortized        Fair       Amortized      Fair
                                                                                  Cost          Value         Cost        Value
                                                                              ------------  -------------  ---------- ------------
                                                                                                   (000's omitted)
<S>                                                                            <C>          <C>          <C>          <C>
U.S. Treasuries ............................................................   $    9,673   $    9,697   $   12,212   $   12,275
Govt. Sponsored Agencies ...................................................      307,036      300,468      152,024      143,482
Industrial and Finance .....................................................      148,565      140,117      162,796      152,319
Foreign ....................................................................          350          350          560          498
                                                                               ----------   ----------   ----------   ----------
Total Debt Securities ......................................................      465,624      450,632      327,592      308,574
                                                                               ----------   ----------   ----------   ----------

G.N.M.A. - M.B.S ...........................................................       16,596       16,069       17,112       16,532
F.H.L.M.C. - M.B.S .........................................................      324,165      313,362      329,198      318,832
F.N.M.A. - M.B.S ...........................................................      448,218      438,383      467,322      458,247
Agency C.M.O.'s ............................................................      247,702      237,499      248,376      238,617
Privately Issued C.M.O.'s ..................................................      431,441      414,439      436,604      418,202
                                                                               ----------   ----------   ----------   ----------
Total Mortgage-Backed and Mortgage Related Securities ......................    1,468,122    1,419,752    1,498,612    1,450,430
                                                                               ----------   ----------   ----------   ----------

                                                                               ----------   ----------   ----------   ----------
 Total Bonds and Mortgage-Related Securities- Available For Sale ...........    1,933,746    1,870,384    1,826,204    1,759,004
                                                                               ----------   ----------   ----------   ----------

Equity Securities
- -----------------                                                               Amortized       Fair     Amortized       Fair
                                                                                  Cost         Value        Cost        Value
                                                                               ----------   ----------   ----------   ----------
<S>                                                                            <C>          <C>          <C>          <C>
Preferred Stock ............................................................       71,494       62,326       79,870       69,558
Common Stock ...............................................................       85,957       88,832       97,787      101,046
IIMF Cap. Apprec ...........................................................       26,745       32,348       26,691       34,346
                                                                               ----------   ----------   ----------   ----------
 Total Equity Securities ...................................................      184,196      183,506      204,348      204,950
                                                                               ----------   ----------   ----------   ----------

                                                                               ----------   ----------   ----------   ----------
Total Investments...........................................................   $2,117,942   $2,053,890   $2,030,552   $1,963,954
                                                                               ==========   ==========   ==========   ==========
</TABLE>

                                       7

<PAGE>
Loan Portfolio Composition.

         The following  table sets forth the  composition of Bank's loans at the
dates indicated.
<TABLE>
<CAPTION>
                                                         March 31, 2000                          December 31, 1999
                                                ---------------------------------          -------------------------------
                                                                    Percent of                                Percent of
                                                   Amount              Total                  Amount             Total
                                                ------------       --------------          ------------       ------------
                                                                               (000's omitted))
<S>                                             <C>                        <C>            <C>                        <C>
Mortgage loans:
Single-family residential ...........           $ 1,909,550                78.92%         $ 1,737,913                80.83%
Multi-family residential ............                46,575                 1.92%              42,501                 1.76%
Commercial real estate ..............               278,172                11.50%             223,809                 9.25%
Construction and land ...............                79,832                 3.30%              60,105                 2.48%
Home equity .........................                 9,134                 0.38%               5,390                 0.22%
                                                -----------            ----------         -----------            ----------
Total mortgage loans ................             2,323,263                96.02%           2,069,718                94.54%

Other loans:
Student loans .......................                   904                 0.04%                 657                 0.03%
Passbook loans ......................                11,247                 0.46%               5,357                 0.22%
Commercial business loans ...........                35,821                 1.48%              33,646                 1.39%
Other consumer loans ................                56,333                 2.33%              49,395                 2.04%
                                                -----------            ----------         -----------            ----------
Total other loans ...................               104,305                 4.31%              89,055                 3.68%

                                                -----------            ----------         -----------            ----------
Total loans receivable ..............             2,427,568               100.33%           2,158,773                98.22%
Less:
Premium (discount) on loans purchased                 5,154                 0.21%               4,640                 0.19%
Allowance for loan losses ...........               (14,985)               (0.62)%            (14,271)               (0.59)%
Deferred loan costs (fees) ..........                 1,901                 0.08%                 897                 2.18%
                                                -----------            ----------         -----------            ----------
Loans receivable, net ...............           $ 2,419,638               100.00%         $ 2,150,039               100.00%
                                                ===========            ==========         ===========            ==========
</TABLE>

                                       8
<PAGE>

Delinquent  Loans.  The  following  table  sets  forth  information   concerning
delinquent loans at March 31, 2000 on which the company is accruing interest and
as a  percentage  of each  category  of the Bank's  loan  portfolio.  The amount
presented  represents the total outstanding  principal balance of related loans,
rather than the actual payment amounts which are past due.
<TABLE>
<CAPTION>

                                                                           March 31, 2000
                                   ------------------------------  ------------------------------  -------------------------------

                                            30-59 Days                      60-89 Days                    90 Days or More
                                   ------------------------------  ------------------------------  -------------------------------
                                                  Percent of Loan                 Percent of Loan                 Percent of Loan
                                      Amount         Category         Amount         Category         Amount         Category
                                   -------------  ---------------  -------------  ---------------  -------------  ----------------
                                                                           (000's omitted)
<S>                                  <C>                <C>          <C>                  <C>          <C>                  <C>
Mortgage loans:
 Single-family residential           $29,909            1.57%        $ 7,535              0.39%        $ 6,586              0.34%
 Multi-family residential                547            1.17%             --              0.00%             --              0.00%
 Commercial real estate ..            12,107            4.35%          1,396              0.50%            239              0.09%
 Construction and land ...             5,732            7.18%            192              0.24%          2,001              2.51%
 Home equity .............               156            1.71%             30              0.33%             45              0.49%
                                     -------                         -------                           -------
Total mortgage loans .....            48,451            2.09%          9,153              0.39%          8,871              0.38%

Other loans:
 Commercial business loans             1,474            4.11%            391              1.09%            516              1.44%
 Other loans .............             1,859            2.71%            318              0.46%            276              0.40%
                                     -------                         -------                           -------
   Total other loans .....             3,333            3.20%            709              0.68%            792              0.76%
                                     -------                         -------                           -------
   Total loans ...........           $51,784            2.13%        $ 9,862              0.41%        $ 9,663              0.40%
                                     =======                         =======                           =======

</TABLE>

                                        9
<PAGE>
Loans Past Due 90 Days or More and Still Accruing And Non-Accruing  Assets.  The
following table sets forth information with respect to non-accruing loans, other
real  estate  owned,  repossessed  assets and loans past due 90 days or more and
still accruing.
<TABLE>
<CAPTION>
                                                                March 31, 2000       December 31, 1999
                                                                --------------       -----------------
                                                                         (Dollars in Thousands)
<S>                                                              <C>                       <C>
Non-Accruing Assets
  Mortgage loans:
   Single-family residential ......................              $ 4,172               $ 2,899
   Multi-family residential .......................                  115                    --
   Commercial real estate .........................                5,975                 5,568
   Construction and land ..........................                1,330                 1,793
   Home equity ....................................                    6                   106
 Other loans:
   Commercial business loans ......................                1,644                 1,783
   Other consumer loans ...........................                  391                   325
                                                                 -------               -------
Total non-accrual loans ...........................               13,633                12,474
Other real estate owned and repossessed assets, net                1,470                   887
                                                                 -------               -------
  Total non-accruing assets .......................               15,103                13,361
Loans past due 90 days or more and still accruing .                9,663                 6,886
                                                                 -------               -------
  Non-accruing assets and loans past due 90 days
   or more and still accruing .....................              $24,766               $20,247
                                                                 =======               =======

Non-accruing assets to total loans ................                 0.62%                 0.62%
Non-accruing assets to total assets ...............                 0.31%                 0.30%
Non-accruing loans to total loans .................                 0.56%                 0.58%
Non-accruing loans to total assets ................                 0.28%                 0.28%
</TABLE>

                                       10
<PAGE>
Allowances for Loan Losses. The following table sets forth the activity in the
Bank's allowance for loan losses during the periods indicated.
<TABLE>
<CAPTION>
                                                        Three Months Ended                  Year Ended
                                                              March 31,                     December 31,
                                                -----------------------------------     -------------------

                                                        2000                 1999                 1999
                                                    -----------          -----------          -------------
                                                                (Dollars in Thousands)

<S>                                                   <C>                  <C>                  <C>
Allowance at beginning of period .........            $ 14,271             $ 16,617             $ 16,617
Provisions (Benefit) .....................                  18                   59               (1,843)
Increase as a result of acquisition of FSB                 847                   --                   --
Charge-offs:
Mortgage loans:
   Construction, land and land development                  --                   --                   --
   Single-family residential .............                  63                   39                  148
   Multi-family residential ..............                  --                   --                   --
   Commercial real estate ................                  --                  216                  474
Other loans ..............................                 190                  138                1,043
                                                      --------             --------             --------
   Total charge-offs .....................                 253                  393                1,665
Recoveries:
Mortgage loans:
   Construction, land and land development                  --                   --                   --
   Single-family residential .............                   9                  236                  456
   Multi-family residential ..............                  --                   --                   --
   Commercial real estate ................                  --                    1                   34
Other loans ..............................                  93                   97                  672
                                                      --------             --------             --------
   Total recoveries ......................                 102                  334                1,162
                                                      --------             --------             --------
Allowance at end of period ...............            $ 14,985             $ 16,617             $ 14,271
                                                      ========             ========             ========

Allowance for possible loan losses
to total non-accruing loans at
end of period ............................              109.92%              113.59%              114.40%

Allowance for possible loan losses
to total loans at end of period ..........                0.62%                1.03%                0.66%
</TABLE>

                                       11
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Forward-Looking Statements

         This  Form  10-Q  contains  certain   forward-looking   statements  and
information  relating to the Company that are based on the beliefs of management
as  well  as  assumptions  made  by  and  information   currently  available  to
management.  In addition,  in portions of this document and the Company's Annual
Report to Stockholders, the words "anticipate," "believe," "estimate," "expect,"
"intend,"  "should," and similar  expressions,  or the negative thereof, as they
relate to the  Company or the  Company's  management,  are  intended to identify
forward-looking  statements.  Such  statements  reflect the current views of the
Company with respect to future  looking events and are subject to certain risks,
uncertainties   and   assumptions.   Should  one  or  more  of  these  risks  or
uncertainties  materialize or should  underlying  assumptions  prove  incorrect,
actual results may vary materially  from those described  herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

Acquisition

         After the close of business  on January 14, 2000 the Company  completed
the  acquisition of First State Bancorp  ("FSB"),  the holding company for First
State  Bank,  a New Jersey  chartered  commercial  bank  located in Howell,  New
Jersey.  The four branches in Northern Ocean County and two in Monmouth  County,
New Jersey are being  operated  as the First  State  Division  of Staten  Island
Savings Bank. The cost of the transaction, which was accounted for as a purchase
and paid in cash, was approximately  $84.0 million.  The excess of cost over the
fair value of the net assets  acquired  (goodwill) in the  transaction was $46.4
million and is being amortized on a  straight-line  basis over a 15-year period.
The goodwill  amount is subject to  adjustment  resulting  from future  purchase
contingencies which are not expected to be material.

Changes in Financial Condition

         Total  assets at March 31,  2000 were  $4.9  billion  compared  to $4.5
billion as of December 31, 1999,  which represents an increase of $387.0 million
or 8.6%.  The increase in overall  assets was primarily due to the completion of
the  acquisition  of FSB which  resulted in a net increase of $336.4  million in
total assets.  In addition to the asset growth resulting from such  acquisition,
the Company  experienced  an  increase in net loans of $176.5  million or 8.21%.
Loan  originations  for the quarter were $271.9  million of which $34.9  million
were for real  estate  secured  commercial  loans and  construction  loans.  The
Mortgage  Company had  originations of $125.7 million and sales of $85.7 million
of one-to four-family residential loans. The Bank retained for its own portfolio
$39.5 million of ARM loans originated by the Mortgage  Company.  The increase in
net loans was partially offset by a decrease in securities available for sale of
$133.5 million exclusive of the acquisition of $223.5 million in securities from
FSB. The decrease was primarily due to sales of $107.7  million and  prepayments
and amortization  from the mortgage- backed  securities  portfolio.  The primary
reason for this  decrease in the  securities  available  for sale  portfolio was
management's  plan to  partially  fund  higher  yielding  loan  originations  by
decreasing the securities  portfolio through  amortization and sales which, as a
result of the  additional  cash available  therefrom,  is expected to reduce the
Company's   emphasis  on  the   utilization  of  borrowed  funds  to  fund  loan
originations.

         Total  deposits  at March 31, 2000 were $2.2  billion  compared to $1.8
billion at  December  31,  1999.  The  increase  of $356.1  million or 19.6% was
primarily due to an increase of $327.4  million from the  acquisition of FSB and
an increase of $28.6  million from  operations  primarily  due to an increase of
$21.1 million in  non-interest  bearing  demand deposit  accounts.  The weighted
average cost of deposits was 3.0% as of March 31, 2000 primarily due to our core
deposit base which represents 64.4% of our deposits.

                                       12
<PAGE>

         Borrowed funds increased $31.1 million during the first quarter of 2000
and totaled $2.1  billion at March 31, 2000.  The increase was used to partially
fund the  acquisition of FSB, since it is  management's  intention to reduce its
utilization of borrowings to fund asset growth and to emphasize more traditional
funding sources such as deposit growth in the future.

         Stockholders'  equity as of March 31, 2000 was $559.4 million or 11.47%
of total  assets  compared  to $571.4  million  or 12.73% of total  assets as of
December 31, 1999. The decrease of $12.0 million was primarily due to the use of
$22.8 million to repurchase  1.4 million  shares of stock and an aggregate  cash
dividend  payment of $4.6 million.  These two decreases were partially offset by
net income of $13.2  million,  the  allocation  of shares in the Employee  Stock
Ownership Plan ("ESOP")  resulting in an increase of $1.0 million and a decrease
of $1.3 million in the unrealized depreciation on securities available for sale,
net of taxes. The tangible book value per share as of March 31, 2000 was $13.31.

Results of Operations

         The Company reported net income of $13.2 million or $0.38 per basic and
fully  diluted  share for the three months ended March 31, 2000  compared to net
income of $12.3  million or $0.31 per share for the same time  period last year.
Cash  earnings  for the first  quarter of 2000 were  $15.6  million or $0.45 per
share  compared  to $14.2  million  or $0.36 per share for the  comparable  time
period last year.  Core  earnings for the period were $13.3 million or $0.38 per
share  compared to $12.2  million or $0.31 per share for the three  months ended
March 31, 1999. Cash earnings represent the Company's net income adding back the
non-cash  expenses  net of taxes  related  to the  "ESOP"  and  recognition  and
retention plan ("RRP") and the amortization of goodwill. Core earnings represent
the Company's net income adjusted for securities transactions net of taxes.

         The  increase  in net  income  for the  quarter  ended  March 31,  2000
compared to the same  quarter one year ago was  primarily  due to an increase in
net  interest  income of $2.7  million and an  increase in other  income of $2.5
million,  which was partially  offset by an increase in total other  expenses of
$4.7 million.

                                       13
<PAGE>
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                             ---------------------------------------------------------------------
                                                  2000                                                 1999
                                             --------------------------------       -----------------------------
                                                                                      Average
                                                 Average                               Yield/           Average
                                                 Balance           Interest             Cost            Balance
                                             ----------------    -------------      ---------     ----------------
                                                                         (000's omitted)
<S>                                          <C>                   <C>                 <C>          <C>
Interest-earning assets:
Loans receivable (1):
Real estate loans........................... $ 2,231,443           $ 41,756               7.59%      $ 1,517,366
Other loans................................      100,146              2,370               9.60%           67,171
                                             -----------           --------                          -----------
   Total loans..............................   2,331,589             44,126               7.68%        1,584,537
Securities..................................   2,181,557             36,820               6.84%        2,008,668
Other interest-earning assets (2)..........       32,946                460               5.66%           63,593
                                             -----------           --------            -------       -----------

Total interest-earning assets...............   4,546,092             81,406               7.26%        3,656,798
                                                                   --------            ---------
Noninterest-earning assets..................     168,960                                                 145,405
                                             -----------                                             -----------
Total assets................................ $ 4,715,052                                             $ 3,802,203
                                             ===========                                             ===========


Interest-bearing liabilities:
Deposits:
NOW and money market deposits...............     206,694              1,384               2.72%        $ 158,311
Savings and escrow accounts.................     787,526              4,933               2.54%          740,484
Certificates of deposits....................     731,323              9,073               5.03%          541,367
                                             -----------           --------            ---------     -----------
   Total deposits...........................   1,725,543             15,390               3.62%        1,440,162
Total other borrowings.......................  2,099,323             30,314               5.86%        1,359,641
                                             -----------           --------            ---------     -----------
Total interest-bearing liabilities..........   3,824,866             45,704               4.85%        2,799,803
                                                                   --------            ---------
Noninterest-bearing liabilities (3).........     329,000                                                343,288
                                             -----------                                             -----------
Total liabilities...........................   4,153,866                                               3,143,091
Stockholders' equity..........................   561,186                                                 659,112
                                             -----------                                             -----------
Total liabilities and stockholders' equity.  $ 4,715,052                                             $ 3,802,203
                                             ===========                                             ===========
Net interest-earning assets................. $   721,226                                             $   856,995
                                             ===========                                             ===========
                                                                   --------
Net interest income/interest rate spread...                        $ 35,702                2.42%
                                                                   ========            =========

Net interest margin.........................                                              3.18%
                                                                                       =========
Ratio of average interest-earning assets
   to average interest-bearing liabilities...                                           118.86%
                                                                                       =========
</TABLE>

<PAGE>
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
<TABLE>
<CAPTION>
                                              Three Months Ended March 31,
                                              -----------------------------
                                                            1999
                                                --------------------------
                                                                 Average
                                                                  Yield/
                                                 Interest          Cost
                                                 --------        -------
                                                      (000's omitted)
<S>                                              <C>              <C>
Interest-earning assets:
Loans receivable (1):
Real estate loans...........................     $ 29,299         7.83%
Other loans................................         1,366         8.25%
                                                 --------
   Total loans..............................       30,665         7.85%
Securities..................................       31,352         6.33%
Other interest-earning assets (2)..........           727         4.64%
                                                 --------      ---------
Total interest-earning assets...............       62,744          6.96%
Noninterest-earning assets..................

Total assets................................

Interest-bearing liabilities:
Deposits:
NOW and money market deposits...............          982         2.52%
Savings and escrow accounts.................        4,562         2.50%
Certificates of deposits....................        6,469         4.85%
                                                 --------      ---------
   Total deposits...........................       12,013         3.38%
Total other borrowings.......................      17,714         5.28%
                                                 --------      ---------
Total interest-bearing liabilities..........       29,727         4.31%
                                                 --------      ---------
Noninterest-bearing liabilities (3).........

Total liabilities...........................
Stockholders' equity.........................

Total liabilities and stockholders' equity.


Net interest-earning assets.................

                                                 --------
Net interest income/interest rate spread...      $ 33,017         2.65%
                                                 ========      =========

Net interest margin.........................                      3.66%
                                                               =========
Ratio of average interest-earning assets
   to average interest-bearing liabilities...                   130.61%
                                                               =========
</TABLE>
- ------------------
 (1) The  average  balance  of  loans  receivable  includes  nonaccruing  loans,
     interest on which is recognized on a cash basis.
 (2) Includes money market  accounts,  time deposit  accounts and Federal Funds
     sold.
 (3) Consists primarily of demand deposit accounts.

                                       14
<PAGE>
Rate/Volume Analysis
The following  table sets forth the effects of changing rates and volumes on net
interest  income of the  Company.  Information  is provided  with respect to (i)
effects on interest income  attributable to changes in volume (changes in volume
multiplied  by prior rate);  (ii)  effects on interest  income  attributable  to
changes in rate (changes in rate multiplied by prior volume);  and (iii) changes
in rate/volume (change in rate multiplied by change in volume).
<TABLE>
<CAPTION>
                                                                           Three Months Ended March 31,
                                                       --------------------------------------------------------------------
                                                                              2000 compared to 1999
                                                       --------------------------------------------------------------------
                                                                  Increase (decrease) due to
                                                       -------------------------------------------------         Total
                                                                                                Rate/          Net Increase
                                                         Rate              Volume              Volume          (Decrease)
                                                       ---------          ----------          ----------       ---------
                                                                                 (000's omitted)
<S>                                                     <C>                <C>                <C>                <C>
Interest-earning assets:
Loans receivable:
Real estate loans ..............................        $   (904)          $ 13,788           $   (426)          $ 12,458
Other loans ....................................             224                670                110              1,004
                                                        --------           --------           --------           --------
Total loans receivable .........................            (680)            14,458               (316)            13,462
Securities .....................................           2,550              2,698                219              5,467
Federal funds sold and interest-bearing deposits             160               (350)               (77)              (267)
                                                        --------           --------           --------           --------
Total net change in income on interest-
  earning assets ...............................           2,030             16,806               (174)            18,662

Interest-bearing liabilities:
Deposits:
NOW and money market deposits ..................              78                300                 24                402
Savings and escrow accounts ....................              76                290                  5                371
Certificates of deposit ........................             247              2,270                 87              2,604
                                                        --------           --------           --------           --------
Total deposits .................................             401              2,860                116              3,377
Other Borrowings ...............................           1,919              9,637              1,044             12,600
                                                        --------           --------           --------           --------
Total net change in expense on
  interest-bearing liabilities .................           2,320             12,497              1,160             15,977
                                                        --------           --------           --------           --------
Net change in net interest income ..............        $   (290)          $  4,309           $ (1,334)          $  2,685
                                                        ========           ========           ========           ========
</TABLE>

                                       15
<PAGE>

Interest Income
         The  Company's  total  interest  income was $81.4 million for the three
months ended March 31, 2000  compared to $62.7 million for the  comparable  time
period last year.  The $18.7  million or 29.7%  increase was  primarily due to a
$13.5 million increase in interest income from loans and a $5.5 million increase
in interest  income from  securities.  The  primary  reason for the  increase in
interest income from loans was a $747.1 million  increase in the average balance
of loans which was partially  offset by a 17 basis point decrease in the average
yield from 7.85% for the quarter  ending March 31, 1999 to 7.68% for the quarter
ending March 31, 2000. The increase in interest  income from  securities was due
to a $172.9 million increase in the average balance of securities and a 51 basis
point  increase in the average  yield to 6.84% for the three months ending March
31, 2000 compared to the three months ended March 31, 1999.  The increase in the
average balance of the loan portfolio was due to increased loan  originations as
a result of, among other  factors,  the Bank's  continued  business  development
efforts to increase  loan  originations  especially  in  commercial  loans,  the
continued  growth of the Bank's mortgage broker program and, to a lesser extent,
the  acquisition of FSB. The decrease in the average yield on the loan portfolio
was due to the increase repayments of relatively higher yielding loans and loans
originated which had market interest rates that have been lower than the average
yield of the Bank's loan portfolio for a majority of the past year. The increase
in the average balance of the securities portfolio was due to the acquisition of
FSB. The increase in the average  yield of the  securities  portfolio was due to
the  repricing of certain  adjustable-rate  securities  to higher yields and the
securities  acquired in the  acquisition of FSB being recorded at current market
values resulting in current market yields.

Interest Expense

         The Company's  total  interest  expense was $45.7 million for the first
quarter of 2000  compared to $29.7 million for the  comparable  time period last
year.  The primary  reason for the increase  was a $1.0 billion  increase in the
average balance of interest-bearing liabilities and a 54 basis point increase in
the average cost of  interest-bearing  liabilities to 4.85% for the three months
ended March 31,  2000  compared  to 4.31% for the three  months  ended March 31,
1999. The increase in the average  balance of  interest-bearing  liabilities was
due to a $739.7  million  increase in the average  balance of  borrowings  and a
$285.4 million increase in the average balance of deposits.  The increase in the
average balance of borrowings was due to the Company's strategy to fund loan and
investment  growth with borrowed  funds at acceptable  spreads  during 1999. The
increase in the average balance of deposits was primarily due to the acquisition
of FSB and to a lesser extent,  deposit growth. The increase in the average cost
of borrowings  was due to the rollover of borrowings in the current  higher rate
environment.  The increase in the average cost of deposits was  primarily due to
the higher costing mix of deposits acquired in the acquisition of FSB.

Net Interest Income

         Net interest income for the first quarter of 2000 was $35.7 million, an
increase of $2.7 million or 8.1% compared to $33.0 million for the first quarter
of 1999.  The increase was due to a $18.7 million or 29.7%  increase in interest
income,  which was  partially  offset by a $16.0  million or 53.7%  increase  in
interest  expense.  The increase in interest  income was due to a $889.3 million
increase in the average balance of interest-earning  assets and a 30 basis point
increase to 7.26% in the average yield of interest-earning  assets. The increase
in interest expense was due to a $1.0 billion increase in the average balance of
interest-bearing  liabilities  and a 54  basis  point  increase  to 4.85% in the
average cost of interest-bearing liabilities.

         The  Company's  interest  rate spread and interest  rate margin for the
three months ended March 31, 2000 was 2.42% and 3.18%, respectively, compared to
2.65% and 3.66%, respectively,  for the three month period ended March 31, 1999.
The Bank's use of borrowed  funds to leverage  the balance  sheet,  its changing
deposit mix and rollovers of its interest-bearing  liabilities to higher costing
market rates faster than its interest-earning  assets repricing to higher yields
has resulted in the decreased interest rate spread and margin.

                                       16
<PAGE>
Provision for Loan Losses

         The  provision  for loan losses was $18,000 for the three  months ended
March 31, 2000  compared to $59,000 for the three  months  ended March 31, 1999.
The level of the loan loss reserve is  continuously  reviewed by  management  to
determine its adequacy.  The review  includes such factors as the composition of
the loan portfolio and its inherent  characteristics,  the level of non-accruing
loans  and  delinquencies,  local  economic  conditions  and  current  trends in
regulatory supervision.

         Non-accruing assets totaled $15.1 million at March 31, 2000 compared to
$13.4  million as of  December  31,  1999.  The  increase  of $1.7  million  was
primarily  due  to  the  acquisition  of  FSB  which  included  $823,000  in ORE
properties.  Non-accruing  assets as a percent of assets was a .31% at March 31,
2000 compared to a .30% at December 31, 1999.  The allowance for loan losses was
$15.0 million  compared to $14.3  million at December 31, 1999.  The increase of
$714,000  was a result  of  chargeoffs  of  $253,000,  recoveries  of  $102,000,
provision  for loan  losses  of  $18,000  and an  allowance  for loan  losses of
$847,000 acquired from FSB. As a result,  the allowance for loan loss represents
109.9% of non-accruing loans at March 31, 2000 compared to 114.4% as of December
31, 1999. The Bank continues its efforts to enhance its loan administration area
and procedures to deal with delinquent loans and non-accruing loans.

Other Income

         Total other income  amounted to $8.2 million for the three months ended
March 31, 2000  compared to $5.6  million for the three  months  ended March 31,
1999.  The  increase  of $2.5  million  was  primarily  due to the $1.6  million
increase in the cash surrender  value of the Bank Owned Life Insurance  ("BOLI")
policy  which  was  purchased  in the  third  quarter  of 1999 to fund  employee
benefits,  the  increase  in the fees  generated  by the  Mortgage  Company  and
increases in various other deposit related fees.

Total Other Expenses

         Total other  expenses for the first  quarter of 2000 were $22.4 million
or $4.7  million  more than the same time period last year.  This  increase  was
primarily the result of an increase of $2.7 million in personnel  expense and an
increase of $664,000 in the  amortization  of intangible  assets The increase in
personnel  expense was due to increases  of $784,000 and $770,000 in  commission
expense and personnel expense,  respectively of the Mortgage Company, as well as
$391,000 increase in personnel  expenses of ACLS,  increased  personnel costs of
the Bank due to  additional  staff in the loan  origination  and  administration
areas due to  increased  lending  volumes  and normal  merit pay  increase.  The
increase  in the  amortization  of  intangible  assets was due to the  resultant
goodwill from the acquisition of FSB.

Provision for Income Taxes

         The  provision  for income  taxes for the three  months ended March 31,
2000 was $8.3 million  compared to $8.6 million for the three months ended March
31, 1999.  The decrease  was due to a reduction in the  effective  tax rate from
41.0% for the first quarter of 1999 to 38.7% for the first quarter of 2000.  The
reduction  in the  effective  tax  rate is  primarily  due to the  tax  planning
strategies which include BOLI.

Liquidity and Commitments

         The Company's liquidity, represented by cash and cash equivalents, is a
product of its  operating,  investing  and financing  activities.  The Company's
primary sources of funds are deposits, amortization,  prepayments and maturities
of outstanding loans and  mortgage-backed  securities,  maturities of investment
securities and other short-term  investments and funds provided from operations.
While  scheduled  payments from the  amortization  of loans and  mortgage-backed
securities and maturing  investment  securities and short-term  investments  are
relatively  predictable sources of funds, deposit flows and loan prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and

                                       17
<PAGE>
competition. In addition, the Company invests excess funds in federal funds sold
and other  short-term  interest-earning  assets which provide  liquidity to meet
lending requirements.


         Liquidity management is both a daily and long-term function of business
management.  Excess  liquidity is generally  invested in short-term  investments
such as federal funds.  The Company uses its sources of funds  primarily to meet
its ongoing  commitments,  to pay maturing  certificates  of deposit and savings
withdrawals,  fund loan commitments and maintain a portfolio of  mortgage-backed
and mortgage-related  securities and investment  securities.  At March 31, 2000,
the total approved loan origination  commitments  outstanding amounted to $302.4
million.  At the same date, the unadvanced portion of construction loans totaled
$43.0 million.  Certificates of deposit  scheduled to mature in one year or less
at March 31, 2000 totaled $584.5  million.  Investment  securities  scheduled to
mature  in one  year or  less  at  March  31,  2000  totaled  $6.6  million  and
amortization  from investments and loans is projected at $661.4 million over the
next 12 months. Based on historical experience, the current pricing strategy and
the strong core deposit base,  management believes that a significant portion of
maturing  deposits will remain with the Bank. The Bank  anticipates that it will
continue to have sufficient funds,  together with loan sales and security sales,
to meet its current commitments.

Capital

         At March 31,  2000 the Bank had  regulatory  capital  which was well in
excess of all regulatory  requirements set by the OTS. The current  requirements
and the Bank's actual levels are detailed below (dollars in thousands):
<TABLE>
<CAPTION>
                              Required Capital           Actual Capital         Excess Capital
                          -------------------------   ----------------------  --------------------
                          Amount     Percent          Amount     Percent      Amount      Percent
                          ---------  ---------        --------   --------     ---------   --------
<S>                     <C>             <C>        <C>             <C>      <C>             <C>
Tangible capital        $   71,324      1.50%      $  394,243      8.29%    $  322,919      6.79%

Core capital            $  190,264      4.00%      $  395,896      8.32%    $  205,632      4.32%

Risk-based capital      $  183,546      8.00%      $  410,881     17.91%    $  227,335      9.91%
</TABLE>


Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------

         The Company's  primary market risk continues to be market interest rate
volatility  due to the  potential  impact on net interest  income and the market
value of all interest-earning assets and interest-bearing  liabilities resulting
from changes in interest rates. The operation of the Company does not subject it
to foreign  exchange or  commodity  price risk and the Company  does not own any
trading  assets.  The real estate loan portfolio of the Company is  concentrated
primarily within the New York  metropolitan  area making it subject to the risks
associated with the local economy.  Management  believes that there have been no
material  changes in the Company's  market risk at March 31, 2000 as compared to
December  31,  1999.  For a  complete  discussion  of the  Company's  asset  and
liability   management   market  risk  and  interest  rate   sensitivity  ,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in the Company's 1999 Annual Report to Stockholders.

                                       18

<PAGE>
Part II           Other Information

         Item 1   Legal Proceedings
                  Not applicable

         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
                  ---------------------------------------------------
              a.  On March 30, 2000,  the Company's  proxy  statement was mailed
                  for the annual meeting of stockholders which was held on April
                  27, 2000.
              b.  Not applicable
              c.  There were  37,391,215  shares of Common  Stock of the Company
                  eligible to be voted on at the annual  meeting and  33,305,619
                  shares were represented at the meeting by the holders thereof,
                  which constituted a quorum. The items voted upon at the annual
                  meeting and the vote for each proposal were as follows:

              1.  ELECTION OF DIRECTORS for three-year term expiring in 2003

                                      FOR              %      WITHHELD
                                      ---              -      --------
              Harry P. Doherty       31,192,306       93.7    2,113,313    6.3
              William G. Horn        32,576,586       97.8      729,032    2.1
              William E. O'Mara      32,606,477       97.9      699,142    2.1

              2.  PROPOSAL to ratify the  appointment of Arthur  Andersen L.L.P.
                  as the  Company's  independent  auditors  for the year  ending
                  December 31, 2000.

                    FOR            %       AGAINST     %     ABSTAIN    %
                    ---            -       -------     -     -------    -
                    32,854,115    98.7     171,919    0.5    277,600   0.8

              3.  STOCKHOLDERS  PROPOSAL  that the Board of  Directors  take the
                  necessary steps to achieve a sale or merger of the Company.

              FOR          %       AGAINST     %    ABSTAIN   %    NON-VOTE   %
              ---          -       -------     -    -------   -   ---------   -
              4,707,876   19.7    18,774,146  78.8  356,812  1.5  9,469,784 28.4

              4.  STOCKHOLDERS  PROPOSAL to remove  anti-takeover  defenses from
                  the Company's Certificate of Incorporation and Bylaws.

              FOR         %    AGAINST     %    ABSTAIN   %    NON-VOTE     %
              ---         -    -------     -    -------   -    --------     -
              11,449,621 48.0  12,055,162 50.6  28,053    1.4  9,472,782   28.4

              d.  Not applicable

         Item 5 Other Information
                  Not applicable




                                       19
<PAGE>


         Item 6  Exhibits and Reports on Form 8-K

              a.  27.0 Financial Data Schedule

              b.  On January 14, 2000 the Company  filed form 8K  regarding  the
                  acquisition of First State Bancorp  effective  after the close
                  of business on January 14, 2000.  The following  exhibits were
                  included with the report:
              Exhibit 21 - Agreement and Plan of Reorganization dated August 18,
                  1999 among SIB, the Bank, FSB and First State.
              Exhibit 99.1 - Press release dated January 14, 2000


<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.

                                    STATEN ISLAND BANCORP, INC.



Date:  May 15, 2000                 By: /s/ Harry P. Doherty
       -------------                    -------------------------
                                        Harry P. Doherty, Chairman of the Board
                                        and Chief Executive Officer


Date:  May 15, 2000                 By: /s/ Edward Klingele
       ------------                     ----------------------
                                        Edward Klingele, Sr. Vice President
                                        and Chief Financial Officer


                                       21

<TABLE> <S> <C>

<ARTICLE>                                    9
<MULTIPLIER>                             1,000

<S>                                       <C>
<PERIOD-TYPE>                            3-MOS
<FISCAL-YEAR-END>                   DEC-31-2000
<PERIOD-END>                        MAR-31-2000
<CASH>                                  64,772
<INT-BEARING-DEPOSITS>                   6,568
<FED-FUNDS-SOLD>                         7,325
<TRADING-ASSETS>                             0
<INVESTMENTS-HELD-FOR-SALE>          2,053,890
<INVESTMENTS-CARRYING>                       0
<INVESTMENTS-MARKET>                         0
<LOANS>                              2,472,620
<ALLOWANCE>                             14,985
<TOTAL-ASSETS>                       4,876,299
<DEPOSITS>                           2,176,299
<SHORT-TERM>                         1,341,859
<LIABILITIES-OTHER>                     60,071
<LONG-TERM>                            738,689
                        0
                                  0
<COMMON>                                   451
<OTHER-SE>                             558,930
<TOTAL-LIABILITIES-AND-EQUITY>       4,876,299
<INTEREST-LOAN>                         44,127
<INTEREST-INVEST>                       36,819
<INTEREST-OTHER>                           460
<INTEREST-TOTAL>                        81,406
<INTEREST-DEPOSIT>                      15,390
<INTEREST-EXPENSE>                      45,704
<INTEREST-INCOME-NET>                   35,702
<LOAN-LOSSES>                               18
<SECURITIES-GAINS>                        (223)
<EXPENSE-OTHER>                         22,358
<INCOME-PRETAX>                         21,490
<INCOME-PRE-EXTRAORDINARY>              21,490
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                            13,163
<EPS-BASIC>                                .38
<EPS-DILUTED>                              .38
<YIELD-ACTUAL>                            7.26
<LOANS-NON>                             13,633
<LOANS-PAST>                             9,663
<LOANS-TROUBLED>                             0
<LOANS-PROBLEM>                          3,211
<ALLOWANCE-OPEN>                        14,271
<CHARGE-OFFS>                              253
<RECOVERIES>                               102
<ALLOWANCE-CLOSE>                       14,985
<ALLOWANCE-DOMESTIC>                    14,985
<ALLOWANCE-FOREIGN>                          0
<ALLOWANCE-UNALLOCATED>                      0


</TABLE>


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