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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
|_| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended_________________
|X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JUNE 1, 1998 TO
DECEMBER 31, 1998
0-23293
(COMMISSION FILE NUMBER)
WARWICK COMMUNITY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1497903
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
18 OAKLAND AVENUE,
WARWICK, NEW YORK 10990-0591
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(914) 986-2206
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)
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 twelve months (or for such shorter period that the
Registrant was required to file reports) and (2) has been subject to such
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]
As of March 19, 1999, there were 6,276,221 shares of the Registrant's
common stock outstanding. The aggregate market value of the Registrant's common
stock (based on closing price quoted on March 19, 1999) held by non-affiliates
was approximately $78,437,335.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the definitive Proxy Statement for the Registrant's 1999
Annual Meeting of Shareholders are incorporated by reference into Items
10, 11, 12 and 13 of Part III hereof.
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<PAGE>
PART I
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ITEM 1. BUSINESS
General
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Warwick Community Bancorp, Inc. (the "Registrant") is a bank holding
company incorporated in September 1997 under the laws of the State of Delaware
and is registered under the Bank Holding Company Act of 1956, as amended
("BHCA"). The Registrant was organized for the purpose of owning all of the
outstanding capital stock of The Warwick Savings Bank (the "Bank"). On December
23, 1997, the Bank completed its conversion from a New York State chartered
mutual savings bank to a New York State chartered stock savings bank, the
Registrant completed the sale of 6,414,125 shares of common stock at $10.00 per
share and the Registrant made a charitable contribution of 192,423 shares of its
common stock to the Warwick Savings Foundation, a charitable foundation
organized by the Registrant and the Bank. The Registrant's operations commenced
on December 23, 1997 and consist principally of the operations of the Bank, the
Registrant's only direct subsidiary. The Registrant, the Bank and the Bank's
subsidiaries are sometimes collectively referred to herein as the "Company."
The Bank was organized in 1875 as a New York State chartered mutual
savings bank and became a New York State chartered stock savings bank on
December 23, 1997. The Bank's deposits are insured by the Bank Insurance Fund
("BIF") of the Federal Deposit Insurance Corporation ("FDIC") up to the maximum
amounts permitted by law.
The Bank is a community-oriented savings bank whose principal business
has been and continues to be attracting retail deposits from the general public
in the area surrounding its four branches and investing those deposits, together
with funds generated from operations and borrowings, primarily in one- to
four-family residential mortgage loans, mortgage-backed securities, commercial
business and commercial real estate loans and various debt and equity
securities. The Bank also originates home equity loans (Good Neighbor Home
Loans) and lines of credit, consumer loans, student loans and its own credit
card loans. Additionally, the Bank sells Savings Bank Life Insurance.
The Bank's revenues are derived principally from the interest on its
mortgage loans, securities, commercial and consumer loans and, to a lesser
degree, from its mortgage banking activities, loan and securities sales,
servicing fee income and income derived from non-traditional investment products
offered through its wholly owned subsidiary, WSB Financial Services, Inc. ("WSB
Financial"). The Bank's primary sources of funds are deposits, borrowings,
principal and interest payments on loans and securities and proceeds from the
sale of loans and securities.
The Registrant has submitted applications to the New Jersey Department
of Banking and Insurance, the FDIC and the Federal Reserve Board to form a de
novo commercial bank in Bergen County, New Jersey. The new full-service
commercial bank will be called The Towne Center Bank, and is expected to
commence operations in the latter part of 1999. The bank will be headquartered
in Lodi, New Jersey, and will be an important component in the continuing
revitalization of Lodi's downtown area.
Market Area
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The Bank has been, and intends to continue to be, a community-oriented
savings institution offering a variety of financial services to meet the needs
of the communities it serves. The Bank maintains its headquarters in the village
of Warwick in Orange County, New York and operates three additional branch
offices located in the village of Monroe, the town of Woodbury and the town of
Wallkill, Orange County, New York. In addition, the Bank expects to open a new
branch office located in the town of Newburgh, New York, during the third
quarter of 1999. The Bank's primary deposit gathering areas are currently
concentrated in proximity to its full-service banking offices. The Bank's
current primary lending
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<PAGE>
market includes not only Orange County, New York, but also Rockland, Dutchess
and, to a lesser extent, Westchester, Putnam and Sullivan Counties, New York, by
virtue of the various loan originators servicing these areas. In addition, with
its mortgage banking subsidiary, WSB Mortgage Company of New Jersey, Inc. ("WSB
Mortgage"), and its attendant loan production offices in West Milford, Passaic
County, New Jersey, and Mahwah, Bergen County, New Jersey, the Bank has expanded
its mortgage banking operations into the northeastern New Jersey market.
Although the Bank's market area is predominantly rural with many small
towns, many of the area's residents work in northern New Jersey, western
Connecticut and New York City. Some of the county's major employers are ShopRite
Supermarkets, the Arden Hill Hospital and related life care complex, Horton
Memorial Hospital, Yellow Freight, the Wakefern Corporation and the United
States Military Academy at West Point.
The Bank's market area grew significantly in population during the
1980's as rising housing prices closer to New York City, coupled with the
abundance of vacant land in Orange County, led to a boom in housing
construction. As the economy throughout the region declined in the late 1980's
and early 1990's, communities surrounding the Bank's offices, particularly in
the Warwick area, continued to experience growth, but more slowly. The
conversion of Stewart International Airport, approximately 20 miles to the
northeast of the Bank's main office in Warwick, into a full-service commercial
airport in 1990 gave the Bank's market area an additional boost. However, the
health of the economy in the New York City metropolitan area has, and will
continue to have, a direct impact on the economic well-being of residents and
businesses in the Bank's market area.
Competition
- - -----------
The Bank faces substantial competition for both deposits and loans. The
deregulation of the financial services industry has led to increased competition
among savings banks and other financial institutions for a significant portion
of the deposit and lending activity that had traditionally been the arena of
savings banks and savings and loan associations. The Bank competes for savings
deposits with other savings banks, savings and loan associations, commercial
banks, credit unions, money market mutual funds, insurance companies, brokerage
firms and other financial institutions, many of which are substantially larger
in size than the Bank.
The Bank's competition for loans comes principally from savings banks,
savings and loan associations, commercial banks, mortgage bankers, finance
companies and other institutional lenders, many of whom maintain offices in the
Bank's market area. The Bank's principal methods of competition include
providing personal customer service, a variety of financial services and
competitive loan and deposit pricing, as well as implementing advertising and
marketing programs.
While the Bank is subject to competition from other financial
institutions, some of which have much greater financial and marketing resources,
the Bank believes it benefits by its community bank orientation as well as its
relatively high core deposit base. Management believes that the variety, depth
and stability of the communities in which the Bank is located support the
service and lending activities conducted by the Bank. The relative economic
stability of the Bank's lending area is reflected in the small number of
mortgage delinquencies experienced by the Bank.
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<PAGE>
Lending Activities
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LOAN PORTFOLIO COMPOSITION. The Bank's loan portfolio consists
primarily of conventional first mortgage loans secured by one- to four-family
residences. At December 31, 1998, the Bank had total gross loans outstanding of
$263.5 million (before deducting the allowance for loan losses and net deferred
loan fees), of which $167.1 million, or 63.4%, were conventional one- to
four-family, owner-occupied residential first mortgage loans. The remainder
consisted of $35.4 million of commercial business and commercial real estate
loans, or 13.4% of total loans, $18.1 million in home equity loans, or 6.9% of
total loans, $9.8 million in residential construction mortgage loans (net of
undisbursed portion), or 3.7% of total loans, and $18.8 million in consumer
loans, or 7.1% of total loans. Additionally, the Bank originates Veterans
Administration ("VA") guaranteed loans and Federal Housing Authority ("FHA")
insured loans. For the seven months ended December 31, 1998, the Bank originated
$3.9 million of such loans. The Bank is active in the origination of State of
New York Mortgage Association ("SONYMA") loans, which are subject to certain
customer eligibility requirements and are subsequently sold to the State of New
York. For the seven months ended December 31, 1998, the Bank originated $5.1
million in SONYMA loans. The Bank continues to service these loans for such
agency and, instead of a servicing fee, the Bank obtains a state (franchise)
income tax credit.
The types of loans that the Bank may originate are subject to federal
and state laws and regulations. Interest rates charged by the Bank on loans are
affected by the demand for such loans, the supply of money available for lending
purposes and the rates offered by competitors. These factors are in turn
affected by, among other things, economic conditions, monetary policies of the
federal government, including the Board of Governors of the Federal Reserve
System ("FRB"), and legislative tax policies.
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<PAGE>
The following table sets forth the composition of the Bank's loan
portfolio in dollar amounts and as a percentage of the portfolio at the dates
indicated:
<TABLE>
<CAPTION>
AT MAY 31,
AT -------------------------------------------------------------------------------------
DECEMBER 31, 1998 1998 1997 1996 1995 1994
----------------- ---- ---- ---- ---- ----
PERCENT PERCENT PERCENT PERCENT PERCENT PERCENT
OF OF OF OF OF OF
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MORTGAGE LOANS:
Conventional one-
to-four-family
loans.................... $167,147 63.43% $129,915 60.57% $ 81,803 58.56% $ 61,936 56.18% $ 78,562 63.34% $ 71,762 65.42%
Mortgage loans held for
sale..................... 13,737 5.21 17,237 8.04 4,832 3.46 5,054 4.59 2,968 2.39 -- --
VA or FHA loans........... 641 0.24 595 0.28 749 0.54 376 0.34 182 0.15 211 0.19
Home equity loans......... 18,061 6.85 15,876 7.40 13,449 9.63 11,040 10.02 9,714 7.83 10,051 9.16
Residential construction
loans..................... 16,105 6.11 6,703 3.13 4,110 2.94 961 0.87 2,901 2.34 1,613 1.47
Undisbursed portion of
construction loans....... (6,304) (2.39) (3,939) (1.84) (2,118) (1.52) (1,838) (1.67) (1,307) (1.05) (1,169) (1.06)
------- ------ ------- ------ ------- ------ ------- ------ ------- ------ ------- ------
Total mortgage loans.... 209,387 79.45 166,387 77.58 102,825 73.61 77,529 70.33 93,020 75.00 82,468 75.18
------- ----- ------- ----- ------- ----- ------ ----- ------ ----- ------ -----
CONSUMER AND OTHER LOANS:
Commercial................ 35,381 13.43 34,114 15.91 23,418 16.76 19,385 17.59 17,772 14.33 15,472 14.10
Automobile................ 13,788 5.23 8,352 3.89 7,738 5.54 7,496 6.80 7,483 6.03 6,621 6.04
Student................... 332 0.13 1,353 0.63 1,332 0.95 1,533 1.39 1,732 1.40 1,438 1.31
Credit card............... 1,296 0.49 1,239 0.58 1,334 0.95 1,195 1.08 1,165 0.94 1,285 1.17
Other consumer loans...... 3,345 1.27 3,026 1.41 3,054 2.19 3,102 2.81 2,855 2.30 2,410 2.20
----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
Total consumer and
other loans............. 54,142 20.55 48,084 22.42 36,876 26.39 32,711 29.67 31,007 25.00 27,226 24.82
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total loans.............. 263,529 100.00% 214,471 100.00% 139,701 100.00% 110,240 100.00% 124,027 100.00% 109,694 100.00%
====== ====== ====== ====== ====== ======
Discounts, premiums and
deferred loan fees,
net...................... (339) (293) (146) (38) (158) (187)
Allowance for loan
losses................... (1,727) (1,513) (1,232) (1,305) (1,206) (909)
------- ------- ------- ------- ------- -----
Total loans, net.......... $261,463 $212,665 $138,323 $108,897 $122,663 $108,598
======== ======== ======== ======== ======== ========
</TABLE>
LOAN MATURITY. The following table shows the contractual maturity of
the Bank's loans at December 31, 1998. The table reflects the entire unpaid
principal balance in the maturity period that includes the final loan payment
date and, accordingly, does not give effect to periodic principal repayments or
possible prepayments. Principal repayments and prepayments totaled $9.5 million,
$11.5 million, $18.4 million and $23.4 million for the seven months ended
December 31, 1998 and the fiscal years ended May 31, 1998, 1997 and 1996,
respectively. Additionally, since the Bank regularly sells and securitizes
residential mortgage loans as part of its mortgage banking operations, these
activities have resulted in $10.7 million and $48.9 million in loan sales and
securitizations, respectively, for the seven months ended December 31, 1998,
$12.2 million and $30.7 million, respectively, for the fiscal year ended May 31,
1998 and $6.2 million and $21.6 million, respectively, for the fiscal year ended
May 31, 1997.
-5-
<PAGE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
---------------------------------------------------------------------------------
MORTGAGE LOANS
-----------------------
HOME
ADJUSTABLE EQUITY
FIXED RATE RATE COMMERCIAL LINES OF CONSUMER OTHER TOTAL LOANS
MORTGAGES MORTGAGES LOANS CREDIT LOANS LOANS RECEIVABLE
--------- --------- ----- ------ ----- ----- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Amounts due:
Within one year..................... $ 10,008 $ 30 $ 8,308 $ 37 $ 1,334 $ -- $ 19,717
--------- --------- --------- --------- --------- --------- ---------
After one year:
One to three years............. 237 22 7,184 -- 6,916 373 14,732
Three to five years............ 942 14 13,340 -- 10,293 -- 24,589
Five to 10 years............... 3,277 932 3,206 1,331 9,467 -- 18,213
Over 10 years.................. 128,802 47,062 3,343 5,680 -- 1,391 186,278
--------- --------- --------- --------- --------- --------- ---------
Total due after one year... 133,258 48,030 27,073 7,011 26,676 1,764 243,812
--------- --------- --------- --------- --------- --------- ---------
Total amounts due.......... $ 143,266 $ 48,060 $ 35,381 $ 7,048 $ 28,010 $ 1,764 263,529
========= ========= ========= ========= ========= =========
Discounts, premiums and deferred
loan fees, net................. (339)
Allowance for loan losses........... (1,727)
----------
Loans receivable, net............... $ 261,463
=========
</TABLE>
The following table sets forth the dollar amounts in each loan category
at December 31, 1998 that are contractually due after December 31, 1999, and
whether such loans have fixed interest rates or adjustable interest rates.
DUE AFTER DECEMBER 31, 1999
---------------------------
FIXED ADJUSTABLE TOTAL
----- ---------- -----
(IN THOUSANDS)
Mortgage loans............... $133,258 $48,030 $181,288
Commercial loans............. 20,027 7,046 27,073
Home equity lines of credit.. -- 7,011 7,011
Consumer loans............... 26,406 270 26,676
Other loans.................. 1,764 -- 1,764
-------- ------- --------
Total loans.................. $181,455 $62,357 $243,812
======== ======= ========
ORIGINATION, PURCHASE, SALE AND SERVICING OF LOANS. The Bank's
residential lending activities are conducted through its team of commissioned
loan originators, who regularly call upon realtors, builders and others in the
real estate business in an effort to solicit mortgage loan applications. The
loans are all self-originated, as the Bank does not use mortgage brokers, with
applications taken at the Bank's various branch offices and loan production
offices. Thereafter, the applications are processed, underwritten and prepared
for closing at the Monroe branch office, and the data is electronically linked
together during the various stages of the application process to facilitate
tracking and monitoring at the Bank's Warwick office.
The Bank originates both adjustable-rate and fixed-rate mortgage loans.
Its ability to originate loans is dependent upon the relative customer demand
for fixed-rate or adjustable-rate mortgage loans, which is affected by the
current and expected future levels of interest rates. During the seven months
ended December 31, 1998, the Bank experienced an increase in fixed-rate mortgage
loan originations. This was attributable to the increased refinancing activity
that occurred during the seven months ended December 31, 1998. The Bank
currently holds for its portfolio all
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<PAGE>
adjustable-rate, bi-weekly mortgage loans and any non-conforming loans it
originates. Periodically, the Bank considers the possible sale of its jumbo
loans; however, management believes it has the ability to build relationships
with jumbo mortgage customers to create cross-selling opportunities.
The residential loan products currently offered by the Bank include VA
guaranteed and FHA insured mortgage loans, a variety of loans that conform to
the underwriting standards specified by the Federal National Mortgage
Association ("FNMA") ("conforming loans"), SONYMA loans and, to a much lesser
extent, non-conforming loans, I.E., jumbo loans. The Bank sells most of the
conforming mortgage loans it originates to FNMA in exchange for FNMA
mortgage-backed securities through purchase and guarantee programs sponsored by
FNMA. The Bank then sells such FNMA mortgage-backed securities to private
investors and retains the servicing rights. In those cases in which
non-conforming loans are sold to private institutional investors, servicing
rights are typically released. SONYMA loans are all originated for sale back to
SONYMA, with servicing retained in exchange for tax credits.
During the time between the processing of a residential mortgage loan
application and the final disposition or sale of such loan after it is closed,
the Bank is exposed to movements in the market price due to changes in market
interest rates. The Bank attempts to manage this risk by utilizing forward sales
of mortgage-backed securities and put options on mortgage-backed securities to
securities brokers and dealers, as well as cash sales to FNMA. Depending upon
market conditions, interest rate expectations, economic data and other factors,
the Bank's Hedging Committee, comprised of various members of senior operating
management, which meets daily, attempts to cover certain percentages of its
pipeline and warehouse. However, there can be no assurance that the Bank will be
successful in its efforts to mitigate the risk of interest rate fluctuation
between the time of origination and the ultimate disposition or sale of such
loans. At December 31, 1998, the Bank had $7.0 million of forward sale
commitments representing approximately 32% of closed loans and 30-year and
15-year fixed-rate conforming loan commitments, at specified interest rates at
such date.
Currently, the Bank services all of its one- to four-family loans,
commercial business and commercial real estate, home equity and consumer loans.
All FHA and VA loans are sold on a servicing-released basis, as are other
selected loans sold to private institutional investors. Additionally, the Bank
services a large volume of conforming fixed-rate and adjustable-rate loans that
it has previously securitized and kept in its securities portfolio or sold to
private investors. At December 31, 1998, the Bank was servicing $189.4 million
of residential mortgage loans for others. For the seven months ended December
31, 1998 and the fiscal years ended May 31, 1998 and 1997, loan servicing fees
totaled $254 thousand, $368 thousand and $335 thousand, respectively. Loan
servicing includes collecting and remitting loan payments, accounting for
principal and interest, making inspections as required of mortgaged premises,
contacting delinquent mortgagors, supervising foreclosures and property
dispositions in the event of unremedied defaults, ensuring the status of
insurance and tax payments on behalf of the borrowers and generally
administering the loans.
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<PAGE>
The following table sets forth the Bank's loan originations, repayments
and other portfolio activity for the periods indicated.
<TABLE>
<CAPTION>
FOR THE SEVEN
MONTHS ENDED FOR THE YEAR ENDED MAY 31,
DECEMBER 31, --------------------------
1998 1998 1997 1996
---- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
MORTGAGE LOANS (GROSS):
At beginning of period............................... $ 150,511 $ 89,376 $ 66,489 $ 83,306
Mortgage loans originated:
Fixed-rate mortgages................................. 109,623 100,612 50,250 69,928
Adjustable-rate mortgages............................ 4,794 14,879 18,776 15,133
--------- --------- --------- ---------
Total mortgage loans originated.................. 114,417 115,491 69,026 85,061
Principal repayments................................. (9,475) (11,457) (18,375) (23,403)
Sale of loans........................................ (10,694) (12,214) (6,172) (3,731)
Securitizations...................................... (53,433) (30,685) (21,592) (74,744)
---------- --------- --------- ---------
At end of period..................................... $ 191,326 $ 150,511 $ 89,376 $ 66,489
========= ========= ========= =========
OTHER LOANS (GROSS):
At beginning of period............................... $ 63,959 $ 50,325 $ 43,751 $ 40,721
Commercial loans originated.......................... 13,674 26,628 14,966 12,326
Consumer loans originated............................ 12,466 13,409 16,774 10,936
Commercial repayments................................ (12,407) (15,933) (10,933) (10,573)
Consumer repayments.................................. (5,489) (10,470) (9,038) (9,659)
Other loans sold..................................... -- -- (5,195) --
--------- --------- --------- ---------
At end of period..................................... $ 72,203 $ 63,959 $ 50,325 $ 43,571
========= ========= ========= =========
</TABLE>
ONE- TO FOUR-FAMILY MORTGAGE LENDING. The Bank offers both fixed-rate
and adjustable-rate mortgage and construction loans, with maturities up to 30
years, which are secured by one- to four-family, owner-occupied residences. The
majority of such loans are secured by property located in Orange County, New
York; however, there are a number of loans secured by property located in
Rockland and Dutchess Counties, New York, and, to a lesser extent, in
Westchester, Putnam and Sullivan Counties, New York.
At December 31, 1998, the Bank's total gross loans outstanding were
$263.5 million, of which $191.3 million, or 72.6%, were mortgage and
construction loans secured by one- to four-family owner-occupied residences. Of
the one- to four-family residential mortgage loans outstanding at that date,
74.9%, or $143.3 million, were fixed-rate loans and 25.1%, or $48.1 million,
were adjustable-rate loans. The interest rates for the majority of the Bank's
adjustable-rate mortgage loans are indexed to the yield on one-year U.S.
Treasury securities. The Bank currently offers adjustable-rate mortgage loan
programs with interest rates that adjust either every one or three years. An
adjustable-rate mortgage loan may carry an initial interest rate that is less
than the fully-indexed
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<PAGE>
rate for the loan. All adjustable-rate mortgage loans offered have lifetime
interest rate caps or ceilings. Generally, adjustable-rate mortgage loans pose
credit risks somewhat greater than the credit risk inherent in fixed-rate loans
primarily because, as interest rates rise, the underlying payments of the
borrowers rise, increasing the potential for default. The Bank currently has no
mortgage loans that are subject to negative amortization.
COMMERCIAL LENDING. As part of the Bank's commercial lending program,
the Bank originates various types of secured and unsecured commercial business
loans and lines of credit and commercial real estate and construction loans. The
Bank's commercial loan portfolio consisted of the following types of commercial
loans at the dated indicated.
<TABLE>
<CAPTION>
AT MAY 31,
AT ---------------------------------------------------------------------------------------
DECEMBER 31, 1998 1998 1997 1996 1995 1994
----------------- ---- ---- ---- ---- ----
PERCENT PERCENT PERCENT PERCENT PERCENT PERCENT
OF OF OF OF OF OF
TOTAL TOTAL TOTAL TOTAL TOTAL TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COMMERCIAL LOANS
BY TYPE:
Non-farm and non-
residential............ $17,170 6.52% $16,862 7.86% $10,372 7.42% $ 8,288 7.52% $6,749 5.44% $5,046 4.60%
One- to four-family...... 2,142 0.81 3,094 1.44 1,157 0.83 1,161 1.05 1,387 1.12 1,593 1.45
Multi-family............. 3,988 1.51 3,759 1.75 3,022 2.16 1,565 1.42 501 0.41 390 0.36
Farm..................... 996 0.38 404 0.19 318 0.23 156 0.14 471 0.38 491 0.45
Acquisition, development
& construction......... 4,339 1.65 3,791 1.77 2,781 1.99 2,414 2.19 2,819 2.27 2,393 2.18
Term loans............... 411 0.16 367 0.17 258 0.18 108 0.10 188 0.15 494 0.45
Installment loans........ 2,435 0.92 2,176 1.02 1,796 1.29 1,617 1.47 1,542 1.24 1,920 1.75
Demand loans............. 853 0.32 608 0.28 498 0.36 444 0.40 456 0.37 627 0.57
Time loans............... 80 0.03 224 0.10 300 0.21 174 0.16 150 0.12 306 0.28
S.B.A. loans............. 328 0.13 526 0.25 636 0.46 546 0.50 657 0.53 223 0.20
Lines of credit.......... 2,327 0.88 2,164 1.01 2,166 1.55 2,861 2.60 2,763 2.23 1,922 1.75
Loans and draws disbursed 194 0.07 -- -- 88 0.06 -- -- -- -- -- --
Non-accrual.............. 118 0.04 139 0.06 26 0.02 51 0.04 89 0.07 67 0.06
------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- -----
TOTAL.................. $35,381 13.42% $34,114 15.90% $23,418 16.76% $19,385 17.59% $17,772 14.33% $15,472 14.10%
======= ===== ======= ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>
Commercial business loans generally carry greater credit risks than
residential mortgage loans because their repayment is more dependent on (i) the
underlying financial condition of the borrower and/or the value of any property
or the cash flow from any property securing the loan or the business being
financed and (ii) general as well as local economic conditions. Mortgage loans
secured by commercial real estate properties, including construction and
development lending, are generally larger and involve a higher degree of risk
than one- to four-family residential mortgage loans. This risk is attributable
to the uncertain realization of projected income-producing cash flows, which are
affected by vacancy rates, the ability to maintain rent levels against
competitively-priced properties and the ability to collect rent from tenants on
a timely basis. Also, in the case of construction and development lending, risk
is largely dependent upon the accuracy of the initial estimate of the property's
value at completion of construction or development compared to the estimated
cost
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<PAGE>
(including interest payments) of construction and other assumptions. In
addition, commercial construction loans are subject to many of the same risks as
residential construction loans.
COMMERCIAL BUSINESS LENDING. The Bank also offers various types of
short-term and medium-term commercial business loans on a secured and unsecured
basis to borrowers located in the Bank's market area. Borrowers in the
commercial market are generally local companies engaged in retailing and
construction that require traditional working capital financing with cyclical
repayments coming primarily from asset conversion. These loans include time and
demand loans, term loans and lines of credit. The Bank is also an approved Small
Business Administration ("SBA") lender. At December 31, 1998, the Bank's
commercial business loan portfolio amounted to $6.7 million, or 2.6% of total
gross loans outstanding. The largest commercial business loan outstanding at
December 31, 1998 was a $500 thousand loan to a borrower whose business in
Monroe, New York, specializes in industrial flooring. On February 10, 1999, this
loan was classified as non-accrual. In addition, the Bank has committed a line
of credit of $2.5 million to the Warwick Valley Telephone Company. At December
31, 1998, $400 thousand of such line was outstanding.
The Bank's lines of credit are typically established for one year and
are subject to renewal upon satisfactory review of the borrower's financial
statements and credit history. Secured short-term commercial business loans are
usually collateralized by real estate and are generally guaranteed by a
principal of the borrower. Interest on these loans is usually payable monthly at
fixed rates or rates that fluctuate based on a spread above the prime rate. The
Bank offers term loans with terms generally not exceeding five years. Typically,
term loans have floating interest rates based on a spread above the prime rate.
The Bank also offers business loans on a revolving basis, whereby the borrower
pays interest only. Interest on such loans fluctuates based on the prime rate.
Normally these loans require periodic interest payments during the loan term,
with full repayment of principal and interest at maturity. The Bank offers
business and merchant credit cards to its corporate customers; however, these
services are provided through third party vendors. The Bank bears the credit
risk in the case of business credit cards, but credit risk is borne by the third
party on merchant credit cards, with the Bank receiving a fee in the latter
case. In approving a commercial business loan the Bank will consider the
borrower's sources of cash flow to repay the loan, a secondary source of
repayment and the borrower's credit standing.
COMMERCIAL REAL ESTATE AND CONSTRUCTION LENDING. The Bank originates
commercial real estate mortgage loans that are generally secured by a
combination of residential property for development and retail facilities and
properties used for business purposes, such as small office buildings and
apartment buildings located in the Bank's market area. Loans are also made to
develop land and for land acquisition. The Bank's loan policy and underwriting
procedures provide that commercial real estate loans may be made in amounts up
to the lesser of (i) 80% of the lesser of the appraised value or purchase price
of the property, in the case of improved, existing commercial, investment
property, (ii) 75% of the lesser of the appraised value or purchase price of the
property, in the case of commercial, multi-family and non-residential
construction property, (iii) 70% of the lesser of the appraised value or
purchase price of the property, in the case of commercial land development,
generally for subdivision or industrial park land development property and (iv)
60% of the lesser of the appraised value or purchase price of the property in
the case of raw land. In addition to restrictions on loan to value, the Bank's
underwriting procedures provide that commercial real estate loans may be made in
amounts up to the lesser of (i) $2.5 million or (ii) the Bank's current
loans-to-one borrower limit. Regarding (iii) and (iv), the Bank usually engages
in this type of
-10-
<PAGE>
lending only with experienced local developers operating in the Bank's primary
market area. Such loans are typically offered for the construction of properties
that are pre-sold or for which permanent financing has been secured. At December
31, 1998, the Bank had $4.3 million in a variety of acquisition, development and
construction ("ADC") loans in its commercial lending area. The Bank's policy is
not to make construction loans for purposes of speculation, so that the borrower
must have secured permanent financing commitments from generally recognized
lenders for an amount greater than the amount of the loan. In most cases, the
Bank itself provides the permanent financing. While the number and volume of
this type of specialized lending is presently limited, it should be noted that
the Bank intends to continue to emphasize its commercial real estate, including
ADC, loan activity as it expands its mortgage origination operations into New
Jersey through WSB Mortgage. The largest commercial real estate loan in the
Bank's portfolio as of December 31, 1998 was a $2.4 million loan secured by a
golf course known as Hudson National Golf Club in Croton-on- Hudson, New York.
The Bank's commercial mortgage loans are generally prime-based and may
be made with terms up to ten years, generally with a five-year or ten-year
balloon maturity and a 30-year amortization schedule. In reaching its decision
as to whether to make a commercial real estate loan, the Bank considers the
qualifications of the borrower as well as the underlying property. Some of the
factors considered are: the net operating income of the mortgaged premises
before debt service and depreciation, the debt service ratio (the ratio of the
property's net cash flow to debt service requirements), which must be a minimum
of 1.25, the ratio of loan amount to appraised value and the credit worthiness
of the borrower.
RESIDENTIAL CONSTRUCTION LENDING. The Bank originates loans for the
acquisition and development of property to individuals in its market area. The
Bank's residential construction loans primarily have been made to finance the
construction of one- to four-family, owner-occupied residential properties. The
Bank offers construction to permanent financing loans with one or two closings,
and will not make residential construction loans unless the borrower has been
approved for permanent financing. The interest rate charged during the
construction phase of the loan is based on the 30-year fixed mortgage rate. The
Bank's policies provide that construction loans may be made in amounts up to 95%
of the appraised value of the completed property. At December 31, 1998, the Bank
had $9.8 million of residential construction loans (net of undisbursed portion),
which amounted to 3.7% of the Bank's gross loans outstanding.
Construction lending generally involves additional risks to the lender
as compared with residential mortgage lending. These risks are attributable to
the fact that loan funds are advanced upon the security of the project under
construction, predicated on the present value of the property and the
anticipated future value of the property upon completion of construction or
development. Moreover, because of the uncertainties inherent in delays resulting
from labor problems, materials shortages, weather conditions and other
contingencies, it is relatively difficult to evaluate the total funds required
to complete a project and to establish the loan-to-value ratio. If the Bank's
initial estimate of the property's value at completion is inaccurate, the Bank
may be confronted with a project that, when completed, has an insufficient value
to assure full repayment.
HOME EQUITY LENDING. The Bank offers fixed-rate, fixed-term home equity
loans, called the Good Neighbor Home Loan, and adjustable-rate home equity lines
of credit in its market area. Both the loan and line of credit are offered in
amounts up to 80% of the appraised value of the property (including the first
mortgage) with a maximum loan amount of up to $100 thousand. The fixed-rate,
-11-
<PAGE>
fixed-term Good Neighbor Home Loan is offered with terms of up to 15 years. The
home equity line of credit is offered for terms up to 20 years, with the first
five years being offered on a revolving basis, requiring payments of interest
only; thereafter, the line converts to an amortizing loan. As of December 31,
1998, $18.1 million, or 6.9%, of the Bank's gross loans were home equity loans.
CONSUMER LENDING. The Bank offers various types of secured and
unsecured consumer loans, including automobile loans, home improvement loans,
personal loans, student loans and credit cards (VISA). The Bank's consumer loans
have original maturities of not more than five years. Interest rates charged on
such loans are set at competitive rates, taking into consideration the type and
term of the loan. Consumer loan applications are reviewed and approved in
conformance with the Bank's Board-approved lending policy. At December 31, 1998,
the Bank's consumer loan portfolio totaled $18.8 million, or 7.1% of the total
gross loans outstanding.
LOAN APPROVAL PROCEDURES AND AUTHORITY. The Bank's Board of Directors
establishes the lending policies and loan approval limits of the Bank.
Conforming residential mortgage loans are approved in accordance with FNMA
guidelines by the Bank's underwriting group. Certain conforming loans and all
non-conforming loans are approved by either the Bank's Executive Vice President
or President. The Board of Directors has established the following lending
authority for commercial lending, including commercial real estate lending: (i)
various officers have limited individual authority up to $25 thousand; (ii)
certain officers have joint authority up to $50 thousand; (iii) certain officers
have joint authority up to $100 thousand; and (iv) the Bank's Commercial Loan
Committee has authority to approve loans of up to $500 thousand. All of the
aforementioned loans are subsequently ratified by the Executive Committee of the
Board of Directors. Loans in excess of $500 thousand but not more than $1
million must be approved by the Executive Committee of the Board of Directors,
which meets on a bi-weekly basis. Loans in excess of $1 million must be approved
by the full Board of Directors of the Bank, which meets on a bi-weekly basis.
The approval of consumer loans generally requires the dual authorization of two
lending officers for loans over certain amounts ($5 thousand for unsecured loans
and $10 thousand for secured loans). Likewise, home equity loans or lines of
credit also require dual authorizations. The foregoing lending limits are
reviewed and reaffirmed annually by the Board of Directors.
For all loans originated by the Bank, upon receipt of a completed loan
application from a prospective borrower, a credit report is ordered and certain
other information is verified by an independent credit agency, and, if
necessary, additional financial information is required to be submitted by the
borrower. An appraisal of any real estate intended to secure the proposed loan
is required, which currently is performed by an independent appraiser designated
and approved by the Bank. The Board of Directors annually approves the
independent appraisers used by the Bank and approves the Bank's appraisal
policy. It is the Bank's policy to obtain title and hazard insurance on all real
estate loans. In connection with a borrower's request for a renewal of a
multi-family or commercial mortgage loan with a balloon maturity, the Bank
evaluates both the borrower's ability to service the renewed loan applying an
interest rate that reflects prevailing market conditions, as well as the value
of the underlying collateral property. The reevaluation of the property
typically requires a new appraisal, depending upon the loan amount and other
factors. It is the Bank's policy to note all exceptions to policy in the
respective credit files and report such exceptions to the original
decision-making body (I.E., the Commercial Loan Committee, Executive Committee
or Board of Directors) prior to closing if a condition of the original approval
is not met.
Asset Quality
- - -------------
-12-
<PAGE>
NON-PERFORMING LOANS. The Bank's management and Board of Directors
perform a monthly review of delinquent loans. The actions taken by the Bank with
respect to delinquencies vary depending on the nature of the loan and period of
delinquency. The Bank's policies on residential mortgage loans provide that
delinquent mortgage loans be reviewed and that a late charge notice be mailed no
later than the 15th day of delinquency, with the delinquency charge assessed on
the 16th day. The Bank's collection policies on residential mortgage loans
essentially mirror those shown in the FNMA servicing agreements. On other loans,
telephone contact and various delinquency notices at different intervals are the
methods used to collect past due loans.
It is the Bank's general policy to discontinue accruing interest on all
loans when management has determined that the borrower will be unable to meet
contractual obligations or when unsecured interest or principal payments are 90
days past due. Generally, when residential mortgage or secured consumer loans
are delinquent 90 days, they are classified as nonaccrual. When a loan is
classified as nonaccrual, the recognition of interest income ceases. Interest
previously accrued and remaining unpaid is reversed against income. Cash
payments received are applied to principal, and interest income is not
recognized unless management determines that the financial condition and payment
record of the borrower warrant the recognition of income. If a foreclosure
action is commenced and the loan is not brought current, paid in full or an
acceptable workout arrangement is not agreed upon before the foreclosure sale,
the real property securing the loan is generally sold at foreclosure. Property
acquired by the Bank as a result of foreclosure on a mortgage loan is classified
as "real estate owned" and is recorded at the lower of the unpaid balance or
fair value less costs to sell at the date of acquisition and thereafter. Upon
foreclosure, it is the Bank's policy to generally require an appraisal of the
property and, thereafter, appraise the property on an as-needed basis.
The following table sets forth information regarding non-accrual loans,
other past due loans and other real estate owned ("OREO'). There were no
troubled debt restructurings within the meaning of Statement of Financial
Accounting Standards ("SFAS") No. 15 at any of the dates
presented below.
<TABLE>
<CAPTION>
AT AT MAY 31,
DECEMBER ------------------------------------------------------------
31, 1998 1998 1997 1996 1995 1994
-------- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Non-accrual mortgage loans delinquent
more than 90 days...................... $ 631 $ 699 $ 1,111 $ 582 $ 1,093 $ 1,217
Non-accrual other loans delinquent
more than 90 days...................... 88 186 83 82 131 69
-------- -------- -------- -------- -------- --------
Total non-accrual loans.................. 719 885 1,194 664 1,224 1,286
Total 90 days or more delinquent
and still accruing interest............ 1,362 133 237 199 978 928
-------- -------- -------- -------- -------- --------
Total non-performing loans............... 2,081 1,018 1,431 863 2,202 2,214
Total foreclosed real estate, net of
related allowance for losses........... 371 409 224 330 493 306
-------- -------- -------- -------- -------- --------
Total non-performing assets.............. $ 2,453 $ 1,427 $ 1,655 $ 1,193 $ 2,695 $ 2,520
======== ======== ======== ======== ======== ========
Non-performing loans to total loans...... 0.79% 0.47% 1.02% 0.78% 1.02% 2.02%
Total non-performing assets to total
assets................................... 0.55% 0.35% 0.58% 0.44% 1.04% 1.08%
</TABLE>
Interest income that would have been recorded if the non-accrual
mortgage loans had been performing in accordance with their original terms
aggregated approximately $90,000, $100,000 and
-13-
<PAGE>
$93,000 for the seven months ended December 31, 1998 and the fiscal years ended
May 31, 1998 and 1997, respectively.
OTHER REAL ESTATE OWNED. At December 31, 1998, the Bank's OREO, net,
which consisted of four single-family residential properties, totaled $371
thousand and was held directly by the Bank.
CLASSIFIED ASSETS. Federal regulations and the Bank's Internal Loan
Review and Grading System, which is a part of the Bank's loan policy, require
that the Bank utilize an internal asset classification system as a means of
reporting problem and potential problem assets. The Bank limits its loan review
procedure to the higher-risk commercial business and commercial real estate
loans, commercial loans greater than $25,000 and jumbo residential mortgage
loans.
At each regularly scheduled Board of Directors meeting, a watch list is
presented, showing all loans listed as "Special Mention," "Substandard,"
"Doubtful" and "Loss." An asset is considered Substandard if it is inadequately
protected by the current net worth and paying capacity of the obligor or of the
collateral pledged, if any. Substandard assets include those characterized by
the distinct possibility that the insured institution will sustain some loss if
the deficiencies are not corrected. Assets classified as Doubtful have all the
weaknesses inherent in those classified Substandard with the added
characteristic that the weaknesses present make collection or liquidation in
full, on the basis of currently existing facts, conditions and values, highly
questionable and improbable. Assets classified as Loss are those considered
uncollectible and viewed as non- bankable assets, worthy of charge-off. Assets
which do not currently expose the Bank to sufficient risk to warrant
classification in one of the aforementioned categories, but possess weaknesses
which may or may not be out of the control of management, are deemed to be
"Special Mention."
When an insured institution classifies one or more assets, or portions
thereof, as Substandard or Doubtful, it is required to establish a general
valuation allowance for loan losses in an amount deemed prudent by management.
General valuation allowances, which is a regulatory term, represent loss
allowances which have been established to recognize the inherent risk associated
with lending activities, but which, unlike specific allowances, have not been
allocated to specific problem assets. When an insured institution classifies one
or more assets, or portions thereof, as Loss, it is required either to establish
a specific allowance for losses equal to 100% of the amount of the asset so
classified or to charge-off such amount.
The Bank's determination as to the classification of its assets and the
amount of its valuation allowances is subject to review by the FDIC and the
Banking Department of the State of New York ("NYSBD"), which can order the
establishment of additional general or specific loss allowances. The FDIC, in
conjunction with the other federal banking agencies, has adopted an interagency
policy statement on the allowance for loan and lease losses. The policy
statement provides guidance for financial institutions on both the
responsibilities of management for the assessment and establishment of adequate
allowances and guidance for banking agency examiners to use in determining the
adequacy of general valuation guidelines. Generally, the policy statement
recommends that (i) institutions have effective systems and controls to
identify, monitor and address asset quality problems; (ii) management has
analyzed all significant factors that affect the collectibility of the portfolio
in a reasonable manner; and (iii) management has established acceptable
allowance evaluation processes that meet the objectives set forth in the policy
statement. Management believes it has established an adequate allowance for
possible loan and lease losses and analyzes its process regularly, with
modifications made if needed, and reports those results four
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<PAGE>
times per year at the Bank's Board of Directors meetings. However, there can be
no assurance that the regulators, in reviewing the Bank's loan portfolio, will
not request the Bank to materially increase its allowance for loan and lease
losses at that time. Although management believes that adequate specific and
general loan loss allowances have been established, actual losses are dependent
upon future events and, as such, further additions to the level of specific and
general loan loss allowances may become necessary.
At December 31, 1998, the Bank had $545 thousand of assets classified
as Substandard and $992 thousand of assets classified as Special Mention. There
were no assets classified as Doubtful or Loss as of December 31, 1998. The $545
thousand of loans classified as Substandard were also impaired under SFAS No.
114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No.
118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition
Disclosures," which the Bank adopted in fiscal 1995. SFAS No. 114 defines an
impaired loan as a loan for which it is probable, based on current information,
that the lender will not collect all amounts due under the contractual terms of
the loan agreement.
-15-
<PAGE>
The following table sets forth delinquencies in the Bank's loan
portfolio at the dates indicated:
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998 AT MAY 31, 1998
-------------------------------------------- ---------------------------------------------
60-89 DAYS 90 DAYS MORE 60-89 DAYS 90 DAYS OR MORE
---------- ------------ ---------- ---------------
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
NUMBER BALANCE NUMBER BALANCE NUMBER BALANCE NUMBER BALANCE
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
-------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family........... 11 $1,263 12 $ 631 12 $ 952 12 $ 764
Multi-family.................. -- -- -- -- -- -- -- --
Commercial loans.............. 4 279 6 1,404 4 533 4 211
Home equity lines of credit... -- -- 1 16 -- -- 1 16
Other loans................... 16 48 8 30 13 26 11 27
--------- -------- ------- --------- ------- -------- ------ --------
Total loans.......... 31 $1,590 27 $2,081 29 $1,511 28 $1,018
========= ====== ======= ====== ======== ====== ======= ======
</TABLE>
<TABLE>
<CAPTION>
AT MAY 31, 1997 AT MAY 31, 1996
-------------------------------------------- ---------------------------------------------
60-89 DAYS 90 DAYS MORE 60-89 DAYS 90 DAYS OR MORE
---------- ------------ ---------- ---------------
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
NUMBER BALANCE NUMBER BALANCE NUMBER BALANCE NUMBER BALANCE
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
-------- -------- -------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family........... 7 $ 475 16 $1,214 11 $ 792 11 $692
Multi-family.................. -- -- -- -- -- -- -- --
Commercial loans.............. 5 724 5 121 7 710 4 58
Home equity lines of credit... -- -- 2 57 1 11 2 57
Other loans................... 8 16 17 39 9 33 28 56
-------- ------- --------- --------- -------- ------- --------- ---------
Total loans.......... 20 $1,215 40 $1,431 28 $1,546 45 $863
======== ====== ========= ========== ======== ====== ========= ========
</TABLE>
ALLOWANCE FOR LOAN AND LEASE LOSSES. The allowance for loan and lease
losses is based upon management's periodic evaluation of the loan portfolio
under current economic conditions, considering factors such as asset
classifications, the Bank's past loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the borrower's ability to
repay and the estimated value of the underlying collateral. The allowance for
loan and lease losses is maintained at an amount management considers adequate
to cover loan and lease losses that are deemed probable and estimable. At
December 31, 1998, the Bank's allowance for loan and lease losses was $1.7
million, or 0.66% of total loans, as compared to $1.5 million, or 0.71%, at May
31, 1998 and $1.2 million, or 0.88%, at May 31, 1997. The Bank had
non-performing loans of $2.1 million, $1.0 million and $1.4 million at December
31, 1998, May 31, 1998 and May 31, 1997, respectively. The Bank will continue to
monitor and modify its allowance for loan losses as conditions dictate. Various
regulatory agencies, as an integral part of their examination process,
periodically review the Bank's allowance for loan losses. These agencies may
require the Bank to establish additional valuation allowances, based on their
judgments of the information available at the time of the examination.
-16-
<PAGE>
The following table sets forth activity in the Bank's
allowance for loan losses for the periods indicated.
<TABLE>
<CAPTION>
AT OR FOR THE SEVEN AT OR FOR THE YEAR ENDED MAY 31,
MONHTS ENDED ---------------------------------------------
DECEMBER 31, 1998 1998 1997 1996 1995 1994
----------------- ---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES:
Balance at beginning of period.... $1,513 $1,232 $1,305 $ 1,206 $ 909 $ 808
CHARGE-OFFS:
Real estate mortgage loans........ (30) (151) (119) (24) (61) (195)
Commercial loans.................. (5) (52) -- -- -- (126)
Consumer loans.................... (64) (122) (94) (125) (47) (58)
------ ------ ------ ------ ------ ----
Total charge-offs........ (99) (325) (213) (149) (108) (379)
RECOVERIES:
Real estate mortgage loans........ -- -- -- 18 123 8
Commercial loans................. 9 -- -- 74 13 33
Consumer loans.................... 12 14 10 16 8 24
------ ------ ------ ------ ------ ----
Total recoveries......... 21 14 10 108 144 65
Provision for loan losses......... 292 592 130 140 261 415
------ ------ ------ ------ ------ ----
Balance at end of period.......... $1,727 $1,513 $1,232 $1,305 $1,206 $909
====== ====== ====== ====== ====== ====
Ratio of net charge-offs during
the period to average loans
outstanding...................... 0.04% 0.18% 0.16% 0.03% N/A 0.29%
Ratio of allowance for loan
losses to total loans at
end of period.................... 0.66% 0.71% 0.88% 1.18% 0.97% 0.83%
Ratio of allowance for loan
losses to non-performing
loans............................ 82.99% 123.61% 86.09% 151.22% 54.77% 41.06%
</TABLE>
The following table sets forth the Bank's allowance for loan losses
allocated by loan category, the percent of the allocated allowances to the total
allowance and the percent of loans in each category to total loans at the dates
indicated.
<TABLE>
<CAPTION>
AT MAY 31,
AT DECEMBER 31, ----------------------------------------------------------------------------------------
1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
% OF % OF % OF % OF % OF % OF
LOANS IN LOANS IN LOANS IN LOANS IN LOANS IN LOANS IN
CATEGORY CATEGORY CATEGORY CATEGORY CATEGORY CATEGORY
TO TOTAL TO TOTAL TO TOTAL TO TOTAL TO TOTAL TO TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Allowance for
mortgage
loan loss.......... $ 373 79.46% $ 372 77.58% $ 224 73.60% $ 393 70.33% $ 403 75.00% $ 288 75.18%
Allowance for
consumer
loan loss.......... 375 7.12 406 6.51 436 9.64 310 12.09 311 10.67 258 10.72
Allowance for
commercial
loan loss.......... 979 13.42 735 15.91 572 16.76 602 17.58 492 14.33 363 14.10
------ ----- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total allowances
for loan loss...... $1,727 100.00% $1,513 100.00% $1,232 100.00% $1,305 100.00% $1,206 100.00% $ 909 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
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<PAGE>
Environmental Issues
- - --------------------
The Bank encounters certain environmental risks in its lending
activities. Under federal and state environmental laws, lenders may become
liable for costs of cleaning up hazardous materials found on properties securing
their loans. In addition, the existence of hazardous materials may make it
unattractive for a lender to foreclose on such properties. Although
environmental risks are usually associated with loans secured by commercial real
estate, risks also may be substantial for residential real estate loans if
environmental contamination makes security property unsuitable for use. As of
December 31, 1998, the Bank was not aware of any environmental issues that would
subject the Bank to material liability. No assurance, however, can be given that
the values of properties securing loans in the Bank's portfolio will not be
adversely affected by unforseen environmental contamination.
Investment Activities
- - ---------------------
INVESTMENT POLICIES. The investment policy of the Bank, which is
established by the Board of Directors, is contained in the Bank's Liquidity and
Funds Management Policy. It is based upon asset/liability management goals and
emphasizes high credit quality and diversified investments while seeking to
optimize net interest income within acceptable limits of safety and liquidity.
The Bank also considers the investment advice it receives from some of its
outside investment advisers. Recently, the Bank has engaged in leveraging
activities to enhance returns on equity. The policy is designed to provide and
maintain liquidity to meet day-to-day, cyclical and long-term changes in the
Bank's asset/liability structure, and to provide needed flexibility to meet loan
demand. Approximately 89% of the Bank's debt security portfolio at December 31,
1998 is classified as available-for-sale.
The Bank's investment policy permits it to invest in U.S. government
obligations, securities of various government-sponsored agencies, including
mortgage-backed securities issued/guaranteed by FNMA, the Federal Home Loan
Mortgage Corporation ("FHLMC") and the Government National Mortgage Association
("GNMA"), certain types of equity securities (such as institutional mutual
funds), certificates of deposit of insured banks, federal funds and investment
grade corporate debt securities and commercial paper.
The Bank's investment policy prohibits investment in certain types of
mortgage derivative securities that management considers to be high risk. The
Bank generally purchases only short-and medium-term classes of CMOs guaranteed
by FNMA or FHLMC. At December 31, 1998, the Bank held no securities issued by
any one entity with a total carrying value in excess of 10% of the Bank's equity
at that date, except for obligations of the U.S. government and
government-sponsored agencies and certain mortgage-backed securities, which are
fully collateralized by mortgages held by single purpose entities and guaranteed
by government-sponsored agencies.
MORTGAGE-BACKED SECURITIES. The Bank invests in mortgage-backed
securities and uses such investments to complement its mortgage lending
activities. At December 31, 1998, the amortized cost of mortgage-backed
securities totaled $61.3 million, or 13.8% of total assets. The market value of
all mortgage-backed securities totaled $62.0 million at December 31, 1998. All
of the Bank's mortgage-backed securities are included in its available-for-sale
portfolio. Additionally, the Bank's securities portfolio includes CMOs, with an
amortized cost of $18.0 million and a market value of $18.1 million at December
31, 1998. A CMO is a special type of debt security in which the stream
-18-
<PAGE>
of principal and interest payments on the underlying mortgages or
mortgage-backed securities is used to create classes with different maturities
and, in some cases, amortization schedules as well as a residual interest, with
each class possessing different risk characteristics. However, management
regularly monitors the risks inherent in its CMOs and believes these securities
may represent attractive alternatives relative to other investments due to the
wide variety of maturity, repayment and interest rate options available.
At December 31, 1998, all securities in the Bank's mortgage-backed
securities portfolio were directly or indirectly insured or guaranteed by GNMA,
FNMA or FHLMC. The Bank's mortgage-backed securities portfolio had a weighted
average yield of 7.20% at December 31, 1998.
Mortgage-backed securities generally yield less than the loans that
underlie such securities because of the cost of payment guarantees or credit
enhancements that reduce credit risk. In addition, mortgage-backed securities
are more liquid than individual mortgage loans and may be used to collateralize
borrowings of the Bank. In general, mortgage-backed securities issued or
guaranteed by GNMA, FNMA and FHLMC are weighted at no more than 20% for
risk-based capital purposes, compared to the 50% risk weighting assigned to most
non-securitized residential mortgage loans.
While mortgage-backed securities carry a reduced credit risk as
compared to whole loans, such securities remain subject to the risk that a
fluctuating interest rate environment, along with other factors, such as the
geographic distribution of the underlying mortgage loans, may alter the
prepayment rate of such mortgage loans and so affect both the prepayment speed
and value of such securities. In contrast to mortgage-backed pass-through
securities in which cash flow is received (and, hence, prepayment risk is
shared) pro rata by all securities holders, the cash flows from the mortgages or
mortgage-backed securities underlying CMOs are segmented and paid in accordance
with a pre-determined priority to investors holding various tranches of such
securities or obligations. A particular tranche of a CMO may therefore carry
prepayment risk that differs from that of both the underlying collateral and
other tranches. It is the Bank's strategy to purchase tranches of CMOs that are
categorized as "planned amortization classes," "targeted amortization classes"
or "very accurately defined maturities" and are intended to produce stable cash
flows in different interest rate environments.
-19-
<PAGE>
The following table sets forth activity in the Bank's securities
portfolio for the periods indicated.
<TABLE>
<CAPTION>
FOR THE SEVEN FOR THE YEAR ENDED MAY 31,
MONTHS ENDED --------------------------------------
DECEMBER 31, 1998 1998 1997 1996
----------------- ---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BEGINNING BALANCE............................................ $170,749 $126,393 $144,284 $110,333
-------- -------- -------- --------
Debt securities purchased-- held-to-maturity................. 537 5,560 200 526
Debt securities purchased-- available-for-sale............... 9,345 44,558 23,687 18,723
Equity securities purchased-- available-for-sale............. 2,330 14,963 2,277 4,723
Mortgage-backed securities purchased-- held-to-maturity...... -- -- -- --
Mortgage-backed securities purchased-- available-for-sale.... 3,995 59,644 23,221 12,101
Mortgage-backed securities formed by securitizing
originated mortgage loans........................... 48,901 30,347 21,358 72,325
LESS:
Sale of debt securities-- available-for-sale................. 4,568 9,284 18,199 7,184
Sale of equity securities-- available-for-sale............... -- 5,466 5,317 1,876
Sale of mortgage-backed securities available-for-sale........ 8,783 25,764 25,375 --
Sale of mortgage-backed securities formed by securitizing
originated mortgage loans-- trading................. 48,901 22,604 17,486 22,668
Principal repayments on mortgage-backed securities
and debt securities................................. 16,012 16,447 10,469 3,637
Maturities and called debt securities........................ 2,870 32,800 12,425 39,576
Accretion of discount/amortization of (premium).............. (152) 809 (83) 75
Change in gross unrealized gains (losses) on
available-for-sale securities................................ 919 840 720 419
-------- -------- -------- --------
ENDING BALANCE............................................... $155,490 $170,749 $126,393 $144,284
======== ======== ======== ========
</TABLE>
-20-
<PAGE>
The following table sets forth the amortized cost and market value of
the Bank's securities by accounting classification category and by type of
security, at the dates indicated:
<TABLE>
<CAPTION>
AT MAY 31,
----------------------------------------------------------------
AT DECEMBER 31, 1998 1998 1997 1996
-------------------- ---- ---- ----
AMORTIZED MARKET AMORTIZED MARKET AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE COST VALUE COST VALUE
---- ----- ---- ----- ---- ----- ---- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debt securities held-to-maturity:
U.S. Government obligations............. $ 895 $ 899 $ -- $ -- $ 720 $ 725 $ 717 $ 658
Agency securities....................... 5,000 4,962 6,659 6,610 4,965 4,981 5,887 5,910
Municipal bonds......................... 104 106 665 667 407 410 432 437
Other debt obligations.................. -- -- -- -- -- -- 82 83
-------- -------- -------- -------- -------- -------- -------- --------
Total debt securities
held-to-maturity............... 5,999 5,967 7,324 7,277 6,092 6,116 7,118 7,088
-------- -------- -------- -------- -------- -------- -------- --------
Debt securities available-for-sale:
U.S. Government obligations............. 3,023 3,165 4,047 4,163 9,079 9,165 21,684 21,716
Agency securities....................... 38,430 38,694 40,418 40,071 20,822 20,856 15,328 15,206
Other debt obligations.................. 8,045 82,300 822 851 7,991 8,029 16,203 16,256
-------- -------- -------- -------- -------- -------- -------- --------
Total debt securities
available-for-sale............. 49,498 50,089 45,287 45,085 37,892 38,050 53,215 53,178
-------- -------- -------- -------- -------- -------- -------- --------
Equity securities available-for-sale:
Preferred stock......................... 1,112 1,120 1,102 1,122 204 204 305 277
Common stock............................ 2,275 1,941 582 576 -- -- -- --
Mutual funds............................ 14,449 16,232 13,823 14,931 5,597 6,091 8,636 8,821
-------- -------- -------- -------- -------- -------- -------- --------
Total equity securities
available-for-sale............. 17,836 19,293 15,507 16,629 5,801 6,295 8,941 9,098
-------- -------- -------- -------- -------- -------- -------- --------
Total debt and equity
securities..................... 73,333 75,349 68,118 68,991 49,785 50,461 69,274 69,364
-------- -------- -------- -------- -------- -------- -------- --------
Mortgage-backed securities trading:
FNMA.................................... -- -- -- -- -- -- 1,992 1,934
-------- -------- -------- -------- -------- -------- -------- --------
Total mortgage-backed
securities trading............. -- -- -- -- -- -- 1,992 1,934
-------- -------- -------- -------- -------- -------- -------- --------
Mortgage-backed securities
available-for-sale:
FHLMC................................... 7,018 7,145 9,720 9,872 11,062 11,029 10,395 10,322
GNMA.................................... 33,849 33,824 49,164 49,307 29,230 29,190 4,396 4,348
FNMA.................................... 20,436 21,036 22,213 22,973 32,519 33,052 52,871 53,336
CMOs.................................... 17,976 18,104 19,593 19,559 2,696 2,685 4,973 4,950
-------- -------- -------- -------- -------- -------- -------- --------
Total mortgage-backed securities
available-for-sale............. 79,279 80,109 100,690 101,711 75,507 75,956 72,635 72,956
-------- -------- -------- -------- -------- -------- -------- --------
Total mortgage-backed
securities..................... 79,279 80,109 100,690 101,711 75,507 75,956 74,627 74,890
-------- -------- -------- -------- -------- -------- -------- --------
Net unrealized (losses) gains on trading
securities............................... -- -- -- (58)
Net unrealized (losses) gains on
available-for-sale and trading
securities............................... 2,878 1,941 1,101 441
-------- -------- -------- --------
Total securities............... $155,490 $155,458 $170,749 $170,702 $126,393 $126,417 $144,284 $144,254
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
-21-
<PAGE>
The following table sets forth the composition of the Bank's securities
portfolio at the dates indicated.
<TABLE>
<CAPTION>
AT MAY 31,
AT DECEMBER 31, --------------------------------------------------------------------
1998 1998 1997 1996
---- ---- ---- ----
CARRYING PERCENT OF CARRYING PERCENT OF CARRYING PERCENT OF CARRYING PERCENT OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL VALUE TOTAL
----- ----- ----- ----- ----- ----- ----- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debt securities:
U.S. Government
obligations............. $ 4,060 2.61% $ 4,822 2.82% $ 9,885 7.82% $22,433 15.55%
Agency securities....... 43,694 28.10 46,071 26.98 25,821 20.43 21,093 14.62
Municipal bonds......... 104 0.07 665 0.39 407 0.32 432 0.30
Other debt obligations.. 8,230 5.29 851 0.50 8,029 6.35 16,338 11.32
------- ------ ------- ------ ------- ------ ------- ------
Total debt securities.. 56,088 36.07 52,409 30.69 44,142 34.92 60,296 41.79
------- ------ ------- ------ ------- ------ ------- ------
Equity securities:
Preferred stock......... 1,120 0.72 1,122 0.66 204 0.16 277 0.19
Common stock............ 1,941 1.25 576 0.34 -- -- -- --
Mutual funds............ 16,232 10.44 14,931 8.74 6,091 4.82 8,821 6.12
------- ------ ------- ------ ------- ------ ------- ------
Total equity
securities............. 19,293 12.41 16,629 9.74 6,295 4.98 9,098 6.31
------- ------ ------- ------ ------- ------ ------- ------
Mortgage-backed securities.......
FHLMC................... 7,145 4.60 9,872 5.78 11,029 8.73 10,322 7.15
GNMA.................... 33,824 21.75 49,307 28.88 29,190 23.09 4,348 3.01
FNMA.................... 21,036 13.53 22,973 13.46 33,052 26.15 55,270 38.31
CMOs.................... 18,104 11.64 19,559 11.45 2,685 2.13 4,950 3.43
------- ------ ------- ------ ------- ------ ------- ------
Total mortgage-backed
securities............. 80,109 51.52 101,711 59.57 75,956 60.10 74,890 51.90
------- ------ ------- ------ ------- ------ ------- ------
Total securities....... $155,490 100.00% $170,749 100.00% $126,393 100.00% $144,284 100.00%
======= ====== ======= ====== ======= ====== ======= ======
Debt and equity
securities
available-for-sale...... $69,382 44.62% $61,714 36.14% $44,345 35.08% $62,276 43.16%
Debt and equity
securities
held-to-maturity........ 5,999 3.86 7,324 4.29 6,092 4.82 7,118 4.94
------- ------ ------- ------ ------- ------ ------- ------
Total debt and equity
securities.............. 75,381 48.48 69,038 40.43 50,437 39.90 69,394 48.10
------- ------ ------- ------ ------- ------ ------- ------
Mortgage-backed
securities
trading................. -- -- -- -- -- -- 1,934 1.34
Mortgage-backed
securities
available-for-sale...... 80,109 51.52 101,711 59.57 75,956 60.10 72,956 50.56
Mortgage-backed
securities
held-to-maturity........ -- -- -- -- -- -- -- --
------- ------ ------- ------ ------- ------ ------- ------
Total mortgage-backed
securities......... 80,109 51.52 101,711 59.57 75,956 60.10 74,890 51.90
------- ------ ------- ------ ------- ------ ------- ------
Total securities... $155,490 100.00% $170,749 100.00% $126,393 100.00% $144,284 100.00%
======= ====== ======= ====== ======= ====== ======= ======
</TABLE>
-22-
<PAGE>
The following table sets forth certain information regarding the
carrying value and weighted average yield of the Bank's securities at December
31, 1998, by remaining period to contractual maturity. Actual maturities may
differ from contractual maturities because certain security issuers may have the
right to call or prepay their obligations.
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
------------------------------------------------------------------------------------------------------
MORE THAN ONE YEAR MORE THAN FIVE YEARS MORE THAN
ONE YEAR OR LESS TO FIVE YEARS TO TEN YEARS TEN YEARS TOTAL
-------------------- -------------------- -------------------- -------------------- ------------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED WEIGHTED
CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE CARRYING AVERAGE
VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD VALUE YIELD
---------- --------- --------- ---------- ---------- --------- --------- ---------- --------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Held-to-maturity:
Municipal bonds............ $ -- --% $104 7.03% $ -- --% $ -- --% $ 104 7.03%
U.S. Government obligations.. 895 5.70 -- -- -- -- -- -- 895 5.70
Agency securities............ -- -- -- -- -- -- 5,000 7.00 5,000 7.00
------- ------- ------- ------- ------
Total held-to-maturity... 895 5.70 104 7.03 -- -- 5,000 7.00 5,999 6.81
------- ------- ------- ------- ------
Available-for-sale:
Mortgage backed securities:
Variable Rate:
FHLMC..................... -- -- -- -- -- -- 648 7.15 648 7.15
GNMA...................... -- -- -- -- -- -- 561 6.67 561 6.67
FNMA...................... -- -- -- -- -- -- 1,041 7.44 1,041 7.44
Fixed Rate
FHLMC..................... -- -- 5 9.44 425 7.10 6,067 7.17 6,497 7.16
GNMA...................... -- -- 3 8.00 106 8.70 33,154 7.53 33,263 7.53
FNMA...................... -- -- 534 8.28 -- -- 19,461 7.18 19,995 7.21
CMOs...................... -- -- -- -- -- -- 18,104 6.59 18,104 6.59
------- ------- ------- ------- ------
Total mortgage-backed
securities............. -- -- 542 8.29 531 7.42 79,036 7.19 80,109 7.20
------- ------- ------- ------- ------ -----
Debt securities:
U.S. Government obligations 1,005 8.83 2,160 6.94 -- -- -- -- 3,165 7.54
Agency securities........... -- -- -- -- 17,214 7.53 21,480 6.52 38,694 6.97
Other debt obligations...... -- -- 787 6.72 -- -- 7,443 7.21 8,230 7.16
------- ------- ------- ------- ------
Total debt securities.... 1,005 8.83 2,947 6.88 17,214 7.53 28,923 6.70 50,089 7.04
------- ------- ------- ------- ------
Equity Securities:
Preferred stock............. -- -- -- -- -- -- 1,120 6.69 1,120 6.69
Common stock ............... -- -- -- -- -- -- 1,941 -- 1,941 --
Mutual funds................ -- -- -- -- -- -- 16,232 7.90 16,232 7.90
-------- ------- ------- ------- -------
Total equity securities.. -- -- -- -- -- -- 19,293 7.03 19,293 7.03
-------- ------- ------- ------- --------
Total available-for-sale. 1,005 8.83 3,489 7.10 17,745 7.53 127,252 7.05 149,491 7.12
------- ------- ------- --------
TOTAL SECURITIES..... $ 1,900 7.36 $ 3,593 7.10 $ 17,745 7.53 $132,252 7.05 $155,490 7.11
======== ======= ======== ======== ========
</TABLE>
Sources of Funds
- - ----------------
GENERAL. Deposits, borrowings, loan and security repayments and
prepayments, proceeds from sales of securities and cash flows generated from
operations are the primary sources of the Bank's funds for use in lending,
investing and for other general purposes. Management intends to increase its
deposit base through competitive pricing but continually evaluates wholesale
funding through Federal Home Loan Bank of New York ("FHLBNY") advances and other
sources, depending upon market conditions.
-23-
<PAGE>
DEPOSITS. The Bank offers a variety of deposit accounts with a range of
interest rates and terms. The Bank's deposits consist of regular (passbook)
savings accounts, statement savings accounts, checking accounts, NOW accounts,
basic banking accounts, money market accounts and certificates of deposit. In
recent years, the Bank has offered certificates of deposit with maturities of up
to 60 months. At December 31, 1998, the Bank's core deposits, which the Bank
considers to consist of checking accounts, NOW accounts, money market accounts,
regular savings accounts and statement savings accounts, constituted 67.9% of
total deposits. The flow of deposits is influenced significantly by general
economic conditions, changes in money market rates, prevailing interest rates
and competition. The Bank's deposits are obtained predominantly from the areas
in proximity to its office locations. The Bank relies primarily on customer
service and long-standing relationships with customers to attract and retain
these deposits; however, market interest rates and rates offered by competing
financial institutions significantly affect the Bank's ability to attract and
retain deposits. Certificate accounts in excess of $100 thousand are not
actively solicited by the Bank, nor does the Bank use brokers to obtain
deposits.
The following table presents the deposit activity of the Bank for the
periods indicated.
<TABLE>
<CAPTION>
FOR THE SEVEN FOR THE YEAR ENDED MAY 31,
MONTHS ENDED -----------------------------------------------
DECEMBER 31, 1998 1998 1997 1996
--------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Deposits .............................. $ 750,323 $1,140,993 $777,214 $817,610
Withdrawals............................ (731,335) (1,146,633) (796,578) (822,470)
---------- ----------- --------- ---------
(Withdrawals) in excess of deposits.... 18,988 (5,640) (19,364) (4,860)
Interest credited on deposits.......... 5,177 7,150 7,610 8,814
--------- ---------- --------- ---------
Net increase (decrease) in deposits.... $ 24,165 $ 1, 510 $(11,754) $ 3,954
--------- ========== ========= =========
</TABLE>
At December 31, 1998 the Bank had $7.0 million in certificates of
deposit accounts in amounts of $100 thousand or more, maturing as follows:
WEIGHTED
AMOUNT AVERAGE RATE
-------------------------------------
(DOLLARS IN THOUSANDS)
Maturity Period:
Three months or less............ $ 1,717 4.74%
Over 3 through 6 months......... 1,317 4.92
Over 6 through 12 months........ 2,324 4.92
Over 12 months.................. 625 5.29
-------- ------
Total.................. $ 6,983 4.91%
======== ======
-24-
<PAGE>
The following table sets forth the distribution of the Bank's deposit
accounts and the related weighted average interest rates for the periods
indicated.
<TABLE>
<CAPTION>
FOR THE SEVEN MONTHS ENDED FOR THE YEARS ENDED MAY 31,
DECEMBER 31, 1998 1998
-------------------------------------- ---------------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AVERAGE PERCENT OF TOTAL NOMINAL AVERAGE PERCENT OF TOTAL NOMINAL
BALANCE DEPOSITS RATE BALANCE DEPOSITS RATE
--------- ----------------- ---------- ---------- ----------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Checking accounts................ $ 20,801 9.23% -- $ 19,302 9.00% --
-------- ----- ---- -------- ---- - ----
Passbook accounts................ 80,956 35.93 2.93% 77,999 36.35 2.95%
NOW accounts..................... 9,023 4.00 2.23 7,498 3.50 2.23
Interest-on-checking
accounts......................... 9,061 4.02 1.00 7,886 3.68 1.00
-------- ------ -------- ------
Total passbook, NOW and
interest-on-checking accounts.... 99,040 43.95 2.69 93,383 43.53 2.73
-------- ------ -------- ------
Money market accounts............ 33,242 14.75 3.77 25,827 12.04 3.29
-------- ------ -------- ------
Certificate accounts:
Certificates of deposit -- one
year and less.............. 52,466 23.28 4.88 55,906 26.06 5.11
IRA Certificates of deposit--
one year and less.......... 7,577 3.36 4.84 8,062 3.76 5.11
Certificates of deposit --
more than one year......... 6,213 2.76 5.18 6,533 3.04 5.16
IRA Certificates of deposit--
more than one year.... 3,980 1.77 5.17 4,119 1.92 5.21
-------- ------ -------- ------
Total certificates.......... 70,234 31.17 4.92 74,620 34.78 5.12
------- ------ -------- ------
Escrow deposits............. 2,016 0.89 2.00 1,422 0.66 2.00
-------- ------ -------- ------
Total deposits.............. $225,334 100.00% 3.29% $214,554 100.00% 3.98%
======== ====== ======== ======
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEARS ENDED MAY 31,
1997 1996
-------------------------------------- ----------------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AVERAGE PERCENT OF TOTAL NOMINAL AVERAGE PERCENT OF TOTAL NOMINAL
BALANCE DEPOSITS RATE BALANCE DEPOSITS RATE
---------- ----------------- --------- ---------- ------------------ ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Checking accounts................ $ 18,629 8.54% -- $18,834 8.18% --
-------- ------ ----- ------ ----- ----
Passbook accounts................ 78,132 35.83 3.00% 77,868 33.83 3.00%
NOW accounts..................... 7,040 3.23 2.25 7,095 3.08 2.25
Interest-on-checking
accounts......................... 7,077 3.24 1.00 5,543 3.41 1.00
-------- ------ ------- ------
Total passbook, NOW and
interest-on-checking accounts.... 92,249 42.30 2.79 90,506 39.32 2.82
-------- ------ -------- ------
Money market accounts............ 27,017 12.39 3.27 28,674 12.46 3.26
-------- ------ -------- ------
Certificate accounts:
Certificates of deposit -- one
year and less.............. 59,118 27.11 4.98 69,453 30.17 5.74
IRA Certificates of deposit--
one year and less.......... 7,330 3.36 5.13 7,200 3.12 5.83
Certificates of deposit --
more than one year......... 7,603 3.49 5.16 7,595 3.30 5.17
IRA Certificates of deposit--
more than one year.... 5,104 2.34 5.35 5,584 2.43 5.53
-------- ------ -------- ------
Total certificates.......... 79,155 36.30 5.03 89,832 39.02 5.69
-------- ------ -------- ------
Escrow deposits............. 1,020 0.47 2.00 2,346 1.02 2.00
-------- ------ -------- ------
Total deposits.............. $218,070 100.00% 3.42% $230,192 100.00% 3.76
======== ====== ======== ======
</TABLE>
The following table presents, by interest rate ranges, the amount of
certificate accounts outstanding at the dates indicated and the period to
maturity of the certificate accounts outstanding at December 31, 1998.
<TABLE>
<CAPTION>
PERIOD TO MATURITY FROM DECEMBER 31, 1998 AT MAY 31,
-------------------------------------------------- ---------------------------------------------------
LESS OVER AT
THAN ONE TO TWO TO THREE DECEMBER
ONE YEAR TWO YEARS THREE YEARS YEARS 31, 1998 1998 1997 1996
---------- ----------- ------------ -------- ----------- ------- --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Certificate accounts:
3.99% or less........ $ -- $ -- $ -- $ -- $ -- $ 5 $ -- $ --
4.00% to 4.99%....... 40,150 1,609 627 38 42,424 29,709 8,505 34,167
5.00% to 5.99%....... 24,239 1,142 962 2,228 28,571 41,193 65,816 47,516
6.00% to 6.99%....... -- -- -- -- -- -- 717 3,091
7.00% to 7.99%....... -- -- -- -- -- -- -- 776
8.00% to 8.99%....... -- -- -- -- -- -- -- --
-------- ------- -------- ------- --------- ------- ------- --------
Total.......... $ 64,389 $ 2,751 $ 1,589 $ 2,266 $ 70,995 $70,907 $75,038 $ 85,550
======== ======= ======== ======= ======== ======= ======= ========
</TABLE>
BORROWINGS. The Bank historically had not used borrowings as a source of
funds. However, the Bank became a member of the FHLBNY in 1995 and has used this
source considerably since then. FHLBNY advances may also be used to acquire
certain other assets as may be deemed appropriate for investment purposes,
including leveraging opportunities. This form of leveraging allows for a
reasonable net margin of return, the majority of which is locked in for a
specified period. Since the locked-in period might cover only a part of the
investment's term (up to its call date in the majority of the transactions),
such a practice might result in a limited degree of interest rate risk, since
the earlier maturing borrowings are required to be rolled over to fund the
remaining lives of the particular investments. FHLBNY advances are to be
collateralized primarily by certain of the Bank's mortgage loans and
mortgage-backed securities and secondarily by the Bank's
-25-
<PAGE>
investment in capital stock of the FHLBNY. Such advances may be made pursuant to
several different credit programs, each of which has its own interest rate and
range of maturities. The maximum amount that the FHLBNY will advance to member
institutions, including the Bank, fluctuates from time to time in accordance
with the policies of the FHLBNY. At December 31, 1998, the Bank had $79.5
million in FHLBNY advances and the capability to borrow additional funds of
$47.1 million from the FHLBNY upon complying with the FHLBNY collateral
requirements.
The Bank at times sells securities under agreements to repurchase, which
transactions are treated as financings, and the obligation to repurchase the
securities sold is reflected as a liability in the statements of financial
condition. The dollar amount of securities underlying the agreements remains in
the asset account and are held in safekeeping. There were $25.3, $27.2 million
and $23.1 million of securities sold under repurchase agreements outstanding at
December 31, 1998, May 31, 1998 and May 31, 1997, respectively.
The following table sets forth certain information regarding borrowed
funds for the dates indicated.
<TABLE>
<CAPTION>
AT OR FOR THE SEVEN AT OR FOR THE YEAR ENDED MAY 31,
MONTHS ENDED -----------------------------------
DECEMBER 31, 1998 1998 1997 1996
------------------- ----------- ------------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
FHLBNY Advances:
Average balance outstanding......................... $72,343 $20,381 $11,563 $ 388
Maximum amount outstanding at any month-end
during the period.......................... 90,320 62,850 17,450 3,600
Balance outstanding at end of period................ 79,480 62,850 5,250 3,600
Weighted-average interest rate during the period.... 5.44% 5.54% 5.53% 5.41%
Weighted-average interest rate at end of period..... 5.36% 5.05% 5.71% 6.00%
Other Borrowings:
Average balance outstanding......................... $25,907 $24,056 $19,685 $ 101
Maximum amount outstanding at any month-end
during the period.......................... 26,370 27,500 23,300 4,700
Balance outstanding at end of period................ 25,310 27,190 23,090 4,700
Weighted-average interest rate during the period.... 5.96% 6.18% 6.20% 6.32%
Weighted-average interest rate at end of period..... 5.87% 6.39% 6.50% 6.32%
Total Borrowings:
Average balance outstanding......................... $98,250 $44,437 $31,249 $ 489
Maximum amount outstanding at any month-end
during the period.......................... 116,690 90,350 38,850 8,300
Balance outstanding at end of period................ 104,790 90,040 28,340 8,300
Weighted-average interest rate during the period.... 5.58% 5.98% 6.10% 5.60%
Weighted-average interest rate at end of period..... 5.87% 5.45% 6.30% 6.18%
</TABLE>
Subsidiary Activities
- - ---------------------
The Bank has three wholly owned subsidiaries, WSB Financial, Warsave
Development, Inc. ("Warsave") and WSB Mortgage. The Bank offers mutual funds and
tax deferred annuities through WSB Financial to the Bank's customers and members
of the community. WSB Financial contributed $69 thousand, $112 thousand and $92
thousand in net income, before taxes, to the Bank's net income for the seven
months ended December 31, 1998 and the fiscal years ended May 31, 1998 and 1997,
respectively.
Warsave was formed to acquire and hold real estate. Its single asset as
of December 31, 1998 is a two-story house situated adjacent to the Bank's
Warwick office. The building, which may
-26-
<PAGE>
ultimately be used for future expansion, is presently rented for the purpose of
generating rental income.
WSB Mortgage was formed in New Jersey in 1997 for the purpose of
engaging in mortgage banking operations in New Jersey. WSB Mortgage contributed
$30 thousand before taxes to the Bank's net income for the seven months ended
December 31, 1998.
Personnel
- - ---------
As of December 31, 1998, the Bank had 107 full-time and 37 part-time
employees. The Bank has experienced a very low turnover rate among its employees
and, as of December 31, 1998, 55 of the Bank's employees had been with the Bank
for more than five years. The employees are not represented by a collective
bargaining unit, and the Bank considers its relationship with its employees to
be good.
FEDERAL AND STATE TAXATION
Federal Taxation
- - ----------------
GENERAL. The following is intended only as a discussion of material
federal income tax matters and does not purport to be a comprehensive
description of the federal income tax rules applicable to the Bank or the
Registrant. The Bank has been audited by the IRS for the tax years ending
December 31, 1993 and December 31, 1995. For federal income tax purposes, the
Registrant and the Bank file consolidated income tax returns and report their
income on a calendar year basis using the accrual method of accounting and will
be subject to federal income taxation in the same manner as other corporations
with some exceptions, including particularly the Bank's tax reserve for bad
debts, discussed below.
BAD DEBT RESERVES. The Bank, as a "small bank" (one with assets having
an adjusted tax basis of $500 million or less) is permitted to maintain a
reserve for bad debts with respect to "qualifying loans," which, in general, are
loans secured by certain interests in real property, and to make, within
specified formula limits, annual additions to the reserve which are deductible
for purposes of computing the Bank's taxable income. Pursuant to the Small
Business Job Protection Act of 1996, the Bank is now recapturing (taking into
income) over a multi-year period a portion of the balance of its bad debt
reserve as of December 31, 1995.
DISTRIBUTIONS. To that the extent that the Bank makes "non-dividend
distributions" to the Registrant, such distributions will be considered to have
been made from the Bank's "base year reserve," I.E., its reserve as of July 31,
1988, and then from the Bank's supplemental reserve for losses on loans, to the
extent thereof, and an amount based on the amount distributed (but not in excess
of the amount of such reserves) will be included in the Bank's income.
Non-dividend distributions include distributions in excess of the Bank's current
and accumulated earnings and profits, as calculated for federal income tax
purposes, distributions in redemption of stock, and distributions in partial or
complete liquidation. Dividends paid out of the Bank's current or accumulated
earnings and profits will not be so included in the Bank's income.
The amount of additional taxable income created from a non-dividend
distribution is an amount that, when reduced by the tax attributable to the
income, is equal to the amount of the distribution. Thus, if the Bank makes a
non-dividend distribution to the Registrant, approximately
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<PAGE>
one and one-half times the amount of such distribution (but not in excess of the
amount of such reserves) would be includible in income for federal income tax
purposes, assuming a 34% federal corporate income tax rate. See "Regulation and
Supervision" herein for limits on the payment of dividends by the Bank. The Bank
does not intend to pay dividends that would result in a recapture of any portion
of its tax bad debt reserves.
CORPORATE ALTERNATIVE MINIMUM TAX. The Code imposes a tax ("AMT") on
alternative minimum taxable income ("AMTI") at a rate of 20%. Only 90% of AMTI
can be offset by net operating loss carryovers of which the Bank currently has
none. AMTI is also adjusted by determining the tax treatment of certain items in
a manner that negates the deferral of income resulting from the regular tax
treatment of those items. Thus, the Bank's AMTI is increased by an amount equal
to 75% of the amount by which the Bank's adjusted current earnings exceeds its
AMTI (determined without regard to this adjustment and prior to reduction for
net operating losses). The Bank does not expect to be subject to the AMT.
ELIMINATION OF DIVIDENDS; DIVIDENDS RECEIVED DEDUCTION. The Registrant
may exclude from its income 100% of dividends received from the Bank as a member
of the same affiliated group of corporations.
State Taxation
- - --------------
NEW YORK STATE TAXATION. The Bank is subject to the New York State
Franchise Tax on Banking Corporations in an annual amount equal to the greater
of (i) 9% of the Bank's "entire net income" allocable to New York State during
the taxable year, or (ii) the applicable alternative minimum tax. The
alternative minimum tax is generally the greatest of (a) 0.01% of the value of
the taxable assets allocable to New York State with certain modifications, (b)
3% of the Bank's "alternative entire net income" allocable to New York State or
(c) $250. Entire net income is similar to federal taxable income, subject to
certain modifications and alternative entire net income is equal to entire net
income without certain adjustments. For purposes of computing its entire net
income, the Bank is permitted a deduction for an addition to the reserve for
losses on qualifying real property loans. For New York State purposes, the
applicable percentage to calculate bad debt deduction under the percentage of
taxable income method is 32%.
New York State passed legislation that enabled the Bank to avoid the
recapture of the New York State tax bad debt reserves that otherwise would have
occurred as a result of changes in federal law and to continue to utilize either
the federal method or a method based on a percentage of its taxable income for
computing its additions to bad debt reserve. However, the New York bad debt
reserve is subject to recapture for "non-dividend distributions" in a manner
similar to the recapture of federal bad debt reserves for such distributions.
Also, the New York bad debt reserve is subject to recapture in the event that
the Bank fails to satisfy certain definitional tests relating to its assets and
the nature of its business.
A Metropolitan Business District Surcharge on banking corporations
doing business in the metropolitan district has been applied since 1982. The
Bank does all of its business within this District and is subject to this
surcharge. For the tax year ending December 31, 1998 the surcharge rate is 17%.
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DELAWARE STATE TAXATION. As a Delaware holding company not earning
income in Delaware, the Registrant is exempted from Delaware Corporate income
tax but is required to file annual returns and pay annual fees and a franchise
tax to the State of Delaware.
REGULATION AND SUPERVISION
General
- - -------
The Bank is a New York State chartered stock savings bank, and its
deposit accounts are insured up to applicable limits by the FDIC under the BIF.
The Bank is subject to extensive regulation by the NYSBD as its chartering
agency, and by the FDIC as the deposit insurer. The Bank must file reports with
the NYSBD and the FDIC concerning its activities and financial condition, and it
must obtain regulatory approval prior to entering into certain transactions,
such as mergers with, or acquisitions of, other depository institutions and
opening or acquiring branch offices. The NYSBD and the FDIC conduct periodic
examinations to assess the Bank's compliance with various regulatory
requirements. This regulation and supervision establishes a comprehensive
framework of activities in which a savings bank can engage and is intended
primarily for the protection of the deposit insurance fund and depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulation, whether by the NYSBD or the FDIC or through
legislation, could have a material adverse impact on the Registrant and the Bank
and their operations and stockholders. The Registrant is also required to file
certain reports with, and otherwise comply with, the rules and regulations of
the FRB and the NYSBD and the rules and regulations of the Securities and
Exchange Commission ("SEC") under the federal securities laws.
Certain of the laws and regulations applicable to the Bank and to the
Registrant are summarized below or elsewhere herein. These summaries do not
purport to be complete and are qualified in their entirety by reference to such
laws and regulations.
New York Banking Regulation
- - ---------------------------
ACTIVITY POWERS. The Bank derives its lending, investment and other
activity powers primarily from the applicable provisions of the New York Banking
Law ("Banking Law") and the regulations adopted thereunder. Under these laws and
regulations, savings banks, including the Bank, may invest in real estate
mortgages, consumer and commercial loans, certain types of debt securities,
including certain corporate debt securities and obligations of federal, state
and local governments and agencies, certain types of corporate equity securities
and certain other assets. A savings bank may also exercise trust powers upon
approval of the NYSBD. The exercise of these lending, investment and activity
powers are limited by federal law and the regulations thereunder.
LOANS-TO-ONE-BORROWER LIMITATIONS. With certain limited exceptions, a
New York chartered savings bank may not make loans or extend credit for
commercial, corporate or business purposes (including lease financing) to a
single borrower and to certain entities related to the borrower, the aggregate
amount of which would exceed 15% of the bank's net worth, plus an additional 10%
of the bank's net worth if secured by the requisite collateral. The Bank
currently complies with all applicable loans-to-one-borrower limitations.
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<PAGE>
COMMUNITY REINVESTMENT ACT. The Bank is also subject to provisions of
the Banking Law that, like the provisions of the federal Community Reinvestment
Act ("CRA"), impose continuing and affirmative obligations upon a banking
institution organized in the State of New York to serve the credit needs of its
local community ("NYCRA"). The obligations of the NYCRA are similar to those
imposed by the CRA, and the New York Banking Board adopted new regulations,
effective December 10, 1997, to implement the NYCRA, which regulations were
consistent with the federal regulations implementing the CRA. The New York
Banking Board replaced its prior process- focused regulations with
performance-focused regulations that were intended to parallel the CRA
regulations of the federal banking agencies and to promote consistency in CRA
evaluations by considering more objective criteria. The new regulations require
a biennial assessment of a bank's compliance with the NYCRA, utilizing a
four-tiered rating system, and require the NYSBD to make available to the public
such rating and a written summary of the assessment results. Pursuant to the
NYCRA, a bank must file with the NYSBD an annual NYCRA report and copies of all
federal CRA reports. The Bank's latest NYCRA rating, received by letter dated
April 27, 1998 from the Banking Department, was a rating of "Satisfactory." The
NYCRA also requires the Superintendent of Banks of the State of New York
("Superintendent") to consider a bank's NYCRA rating when reviewing a bank's
application to engage in certain transactions, including mergers, asset
purchases and the establishment of branch offices or automated teller machines,
and provides that such assessment may serve as a basis for the denial of any
such application.
DIVIDENDS. Under the Banking Law, the Bank may declare and pay
dividends only out of the net profits of the Bank. The approval of the
Superintendent is required if the total of all dividends declared in any
calendar year will exceed the net profits for that year plus the retained net
profits of the preceding two years less any required transfer to surplus or a
fund for the retirement of preferred stock. In addition, dividends may not be
declared, credited or paid if the effect thereof would cause the Bank's capital
to be reduced below the amount required by the Superintendent or the FDIC.
ENFORCEMENT. Under the Banking Law, the Superintendent may issue an
order to a New York-chartered banking institution to appear and explain an
apparent violation of law, to discontinue unauthorized or unsafe practices and
to keep prescribed books and accounts. Upon a finding by the Superintendent that
any director, trustee or officer of any banking organization has violated any
law, or has continued unauthorized or unsafe practices in conducting the
business of the banking organization after having been notified by the
Superintendent to discontinue such practices, the Superintendent may remove such
director, trustee or officer from office after notice and an opportunity to be
heard. The Bank does not know of any past or current practice, condition or
violation that might lead to any proceeding by the Superintendent or the Banking
Department against the Bank or any of its directors or officers.
Federal Banking Regulation
- - --------------------------
CAPITAL REQUIREMENTS. FDIC regulations require BIF-insured banks, such
as the Bank, to maintain minimum levels of capital. The regulations establish a
minimum leverage capital requirement of not less than 3.0% Tier 1 capital to
total assets for banks in the strongest financial and managerial condition, with
a rating of 1 (the highest examination rating of the FDIC for banks) under the
Uniform Financial Institutions Rating System. For all other banks, effective
April 1, 1999, the minimum leverage capital requirement is 4%
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unless a higher leverage capital ratio is warranted by the particular
circumstances or risk profile of the depository institution. Tier 1 capital is
comprised of the sum of common stockholders' equity (excluding the net
unrealized appreciation or depreciation, net of tax, from available-for-sale
securities), non-cumulative perpetual preferred stock (including any related
surplus) and minority interests in consolidated subsidiaries, minus all
intangible assets (other than qualifying servicing rights), and any net
unrealized loss on marketable equity securities.
The FDIC also requires that savings banks meet a risk-based capital
standard. The risk-based capital standard requires the maintenance of total
capital (which is defined as Tier 1 capital and Tier 2 capital) to risk-weighted
assets of at least 8% and Tier 1 capital to risk-weighted assets of at least 4%.
In determining the amount of risk-weighted assets, all assets, plus certain off
balance sheet items, are multiplied by a risk-weight of 0% to 100%, based on the
risks the FDIC believes are inherent in the type of asset or item. The
components of Tier 1 capital are equivalent to those discussed above under the
3% leverage requirement. The components of Tier 2 capital currently include
cumulative perpetual preferred stock, certain perpetual preferred stock for
which the dividend rate may be reset periodically, mandatory convertible
securities, subordinated debt, intermediate preferred stock and allowance for
possible loan losses. Allowance for possible loan losses includible in Tier 2
capital is limited to a maximum of 1.25% of risk-weighted assets. Overall, the
amount of Tier 2 capital that may be included in total capital cannot exceed
100% of Tier 1 capital.
The federal banking agencies, including the FDIC, have also adopted
regulations to require an assessment of an institution's exposure to declines in
the economic value of a bank's capital due to changes in interest rates when
assessing the bank's capital adequacy. Under such a risk assessment, examiners
will evaluate a bank's capital for interest rate risk on a case-by-case basis,
with consideration of both quantitative and qualitative factors. According to
the agencies, applicable considerations include the quality of the bank's
interest rate risk management process, the overall financial condition of the
bank and the level of other risks at the bank for which capital is needed.
Institutions with significant interest rate risk may be required to hold
additional capital. The agencies also issued a joint policy statement providing
guidance on interest rate risk management, including a discussion of the
critical factors affecting the agencies' evaluation of interest rate risk in
connection with capital adequacy. The agencies determined not to proceed with a
previously issued proposal to develop a supervisory framework for measuring
interest rate risk and an explicit capital component for interest rate risk.
The following table shows the Bank's leverage ratio, its Tier 1
risk-based capital ratio, and its total risk-based capital ratio, at December
31, 1998:
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
------------------------------------------------------
PERCENT OF CAPITAL PERCENT OF
CAPITAL ASSETS(1) REQUIREMENT ASSETS(1)
------- --------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Regulatory Tier 1 leverage capital....................... $51,106 11.99% $17,055 4.0%
Tier 1 risk-based capital................................ 51,106 22.82 8,959 4.0
Total risk-based capital................................. 55,538 23.90 17,918 8.0
</TABLE>
- - ----------------------
(1) For purpose of calculating Regulatory Tier 1 leverage capital, assets
are adjusted total average assets. In calculating Tier 1 risked-based
capital and total risk-based capital, assets are total risk-weighted
assets.
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<PAGE>
As the preceding table shows, the Bank exceeded the minimum capital adequacy
requirements at the date indicated.
The following table shows the Registrant's leverage ratio, its Tier 1
risk-based capital ratio, and its total risk-based capital ratio, at December
31, 1998:
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
----------------------------------------------------
PERCENT OF CAPITAL PERCENT OF
CAPITAL ASSET(1) REQUIREMENT ASSETS(1)
------- -------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Regulatory Tier 1 leverage capital....................... $82,364 18.87% $17,462 4.0%
Tier 1 risk-based capital................................ 82,364 35.88 9,181 4.0
Total risk-based capital................................. 84,796 36.94 18,362 8.0
</TABLE>
- - ----------------------
(1) For purpose of calculating Regulatory Tier 1 leverage capital, assets
are adjusted total average assets. In calculating Tier 1 risked-based
capital and total risk-based capital, assets are total risk-weighted
assets.
As the preceding table shows, the Registrant exceeded the minimum capital
adequacy requirements at the date indicated.
ACTIVITY RESTRICTIONS ON STATE-CHARTERED BANKS. Section 24 of the
Federal Deposit Insurance Act, as amended ("FDIA"), which was added by the
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"),
generally limits the activities and investments of state-chartered FDIC insured
banks and their subsidiaries to those permissible for federally chartered
national banks and their subsidiaries, unless such activities and investments
are specifically exempted by Section 24 or consented to by the FDIC.
Section 24 provides an exception for investments by a bank in common
and preferred stocks listed on a national securities exchange or the shares of
registered investment companies if (1) the bank held such types of investments
during the 14-month period from September 30, 1990 through November 26, 1991,
(2) the state in which the bank is chartered permitted such investments as of
September 30, 1991, and (3) the bank notifies the FDIC and obtains approval from
the FDIC to make or retain such investments. Upon receiving such FDIC approval,
an institution's investment in such equity securities will be subject to an
aggregate limit up to the amount of its Tier 1 capital. The Bank received
approval from the FDIC to retain and acquire such equity investments subject to
a maximum permissible investment equal to the lesser of 100% of the Bank's Tier
1 capital or the maximum permissible amount specified by the Banking Law.
Section 24 also contains an exception for certain majority owned subsidiaries,
but the activities of such subsidiaries are limited to those permissible for a
national bank, permissible under Section 24 of the FDIA and the FDIC regulations
issued pursuant thereto, or as approved by the FDIC.
Any bank that held an impermissible investment or engaged in an
impermissible activity and that did not receive FDIC approval to retain such
investment or to continue such activity was required to submit to the FDIC a
plan for divesting of such investment or activity as quickly and prudently as
possible. Before making a new investment or engaging in a new activity not
permissible for a national bank or otherwise permissible under Section 24 or the
FDIC regulations thereunder, an insured bank must seek approval from the FDIC to
make such investment or engage in such activity. The FDIC will not approve the
activity unless such bank meets its minimum capital requirements and the FDIC
determines that the activity does not present a significant risk to the FDIC
insurance funds.
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<PAGE>
ENFORCEMENT. The FDIC has extensive enforcement authority over insured
savings banks, including the Bank. This enforcement authority includes, among
other things, the ability to assess civil money penalties, to issue cease and
desist orders and to remove directors and officers. In general, these
enforcement actions may be initiated in response to violations of laws and
regulations and to unsafe or unsound practices.
The FDIC is required, with certain exceptions, to appoint a receiver or
conservator for an insured state bank if that bank is "critically
undercapitalized." For this purpose, "critically undercapitalized" means having
a ratio of tangible capital to total assets of less than 2%. The FDIC may also
appoint a conservator or receiver for a state bank on the basis of the
institution's financial condition or upon the occurrence of certain events,
including: (i) insolvency (whereby the assets of the bank are less than its
liabilities to depositors and others); (ii) substantial dissipation of assets or
earnings through violations of law or unsafe or unsound practices; (iii)
existence of an unsafe or unsound condition to transact business; (iv)
likelihood that the bank will be unable to meet the demands of its depositors or
to pay its obligations in the normal course of business; and (v) insufficient
capital, or the incurring or likely incurring of losses that will deplete
substantially all of the institution's capital with no reasonable prospect of
replenishment of capital without federal assistance.
DEPOSIT INSURANCE. Pursuant to FDICIA, the FDIC established a system
for setting deposit insurance premiums based upon the risks a particular bank or
savings association posed to its deposit insurance funds. Under the risk-based
deposit insurance assessment system, the FDIC assigns an institution to one of
three capital categories based on the institution's financial information, as of
the reporting period ending six months before the assessment period, consisting
of (1) well capitalized, (2) adequately capitalized or (3) undercapitalized, and
one of three supervisory subcategories within each capital group. With respect
to the capital ratios, institutions are classified as well capitalized, or
adequately capitalized using ratios that are substantially similar to the prompt
corrective action capital ratios discussed below. Any institution that does not
meet these two definitions is deemed to be undercapitalized for this purpose.
The supervisory subgroup to which an institution is assigned is based on a
supervisory evaluation provided to the FDIC by the institution's primary federal
regulator and information that the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit insurance
funds (which may include, if applicable, information provided by the
institution's state supervisor). An institution's assessment rate depends on the
capital category and supervisory category to which it is assigned. Under the
final risk-based assessment system, there are nine assessment risk
classifications (I.E., combinations of capital groups and supervisory subgroups)
to which different assessment rates are applied. Assessments rates for deposit
insurance currently range from 0 basis points to 27 basis points. The capital
and supervisory subgroup to which an institution is assigned by the FDIC is
confidential and may not be disclosed. A bank's rate of deposit insurance
assessments will depend upon the category and subcategory to which the bank is
assigned by the FDIC. Any increase in insurance assessments could have an
adverse effect on the earnings of the Bank.
Under the Deposit Insurance Funds Act of 1996 ("Funds Act"), the
assessment base for the payments on the bonds ("FICO bonds") issued in the late
1980s by the Financing Corporation to recapitalize the now defunct Federal
Savings and Loan Insurance Corporation was expanded to include, beginning
January 1, 1997, the deposits of BIF-insured institutions, such as the Bank.
Until December 31, 1999, or such earlier date on which the last savings
association ceases to exist, the rate of assessment for BIF-assessable deposits
shall be one-fifth of the rate imposed on deposits insured by the Savings
Association Insurance Fund ("SAIF"). The annual rate of assessments for
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<PAGE>
the payments on the FICO bonds for the quarterly period beginning on July 1,
1998 was 0.0126% for BIF-assessable deposits and 0.0630% for SAIF-assessable
deposits and was 0.0122% for BIF-assessable deposits and 0.0610% for
SAIF-assessable deposits for the quarterly period beginning on July 1, 1998.
Under the FDIA, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe or unsound practices,
is in an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by the FDIC. The
management of the Bank does not know of any practice, condition or violation
that might lead to termination of deposit insurance.
TRANSACTIONS WITH AFFILIATES OF THE BANK. Transactions between an
insured bank, such as the Bank, and any of its affiliates is governed by
Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any
company or entity that controls, is controlled by or is under common control
with the bank. Currently, a subsidiary of a bank that is not also a depository
institution is not treated as an affiliate of the bank for purposes of Sections
23A and 23B, but the FRB has proposed treating any subsidiary of a bank that is
engaged in activities not permissible for bank holding companies under the Bank
Holding Company Act of 1956, as amended ("BHCA"), as an affiliate for purposes
of Sections 23A and 23B. Generally, Sections 23A and 23B (i) limit the extent to
which the bank or its subsidiaries may engage in "covered transactions" with any
one affiliate to an amount equal to 10% of such institution's capital stock and
surplus, and limit on all such transactions with all affiliates to an amount
equal to 20% of such capital stock and surplus and (ii) require that all such
transactions be on terms that are consistent with safe and sound banking
practices. The term "covered transaction" includes the making of loans, purchase
of assets, issuance of guarantees and other similar types of transactions.
Further, most loans by a bank to any of its affiliate must be secured by
collateral in amounts ranging from 100 to 130 percent of the loan amounts. In
addition, any covered transaction by a bank with an affiliate and any purchase
of assets or services by a bank from an affiliate must be on terms that are
substantially the same, or at least as favorable, to the institution as those
that would be provided to a non-affiliate.
PROHIBITIONS AGAINST TYING ARRANGEMENTS. Banks are subject to the
prohibitions of 12 U.S.C. ss. 1972 on certain tying arrangements and extensions
of credit by correspondent banks. In general, a depository institution is
prohibited, subject to certain exceptions, from extending credit to or offering
any other service, or fixing or varying the consideration for such extension of
credit or service, on the condition that the customer obtain some additional
service from the institution or certain of its affiliates or not obtain services
of a competitor of the institution.
UNIFORM REAL ESTATE LENDING STANDARDS. Pursuant to FDICIA, the federal
banking agencies adopted uniform regulations prescribing standards for
extensions of credit that are secured by liens on interests in real estate or
made for the purpose of financing the construction of a building or other
improvements to real estate. Under the joint regulations adopted by the banking
agencies, all financial institutions must adopt and maintain written policies
that establish appropriate limits and standards for extensions of credit that
are secured by liens or interests in real estate or are made for the purpose of
financing permanent improvements to real estate. These policies must establish
loan portfolio diversification standards, prudent underwriting standards
(including loan-to-value limits) that are clear and measurable, loan
administration procedures, and documentation, approval and reporting
requirements. The real estate lending policies must reflect consideration of the
Interagency Guidelines for Real Estate Lending Policies ("Interagency
Guidelines") that have been adopted by the federal bank regulators.
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<PAGE>
The Interagency Guidelines, among other things, require a depository
institution to establish internal loan-to-value limits for real estate loans
that are not in excess of the following supervisory limits: (i) for loans
secured by raw land, the supervisory loan-to-value limit is 65% of the value of
the collateral; (ii) for land development loans (I.E., loans for the purpose of
improving unimproved property prior to the erection of structures), the
supervisory limit is 75%; (iii) for loans for the construction of commercial,
multi-family or other non-residential property, the supervisory limit is 80%;
(iv) for loans for the construction of one- to four-family properties, the
supervisory limit is 85%; and (v) for loans secured by other improved property
(E.G., farmland, completed commercial property and other income-producing
property including non-owner occupied, one- to four-family property), the limit
is 85%. Although no supervisory loan-to-value limit has been established for
owner-occupied, one to four-family and home equity loans, the Interagency
Guidelines state that for any such loan with a loan-to-value ratio that equals
or exceeds 90% at origination, an institution should require appropriate credit
enhancement in the form of either mortgage insurance or readily marketable
collateral.
COMMUNITY REINVESTMENT ACT. Under the CRA, as implemented by FDIC and
FRB regulations, a savings bank has a continuing and affirmative obligation
consistent with its safe and sound operation to help meet the credit needs of
its entire community, including low and moderate income neighborhoods. The CRA
does not establish specific lending requirements or programs for financial
institutions nor does it limit an institution's discretion to develop the types
of products and services that it believes are best suited to its particular
community. The CRA requires the FDIC, in connection with its examination of a
savings institution, to assess the institution's record of meeting the credit
needs of its community and to take such record into account in its evaluation of
certain applications by such institution.
In April 1995, the FDIC and the other federal banking agencies amended
their CRA regulations. Among other things, the amended CRA regulations
substitute for the prior process- based assessment factors a new evaluation
system that would rate an institution based on its actual performance in meeting
community needs. In particular, the proposed system would focus on three tests:
(a) a lending test, to evaluate the institution's record of making loans in its
service areas; (b) an investment test, to evaluate the institution's record of
investing in community development projects, affordable housing, and programs
benefitting low or moderate income individuals and businesses; and (c) a service
test, to evaluate the institution's delivery of services through its branches,
ATMs, and other offices. Small banks would be assessed pursuant to a streamlined
approach focusing on a lesser range of information and performance standards.
The CRA requires the FDIC to provide a written evaluation of an
institution's CRA performance utilizing a four-tiered descriptive rating system
and requires public disclosure of an institution's CRA rating. The Bank's latest
CRA rating, received from the FDIC by letter dated February 1 1999, was a rating
of "satisfactory."
SAFETY AND SOUNDNESS STANDARDS. Pursuant to the requirements of FDICIA,
as amended by the Riegle Community Development and Regulatory Improvement Act of
1994, each federal banking agency, including the FDIC, has adopted guidelines
establishing general standards relating to internal controls, information and
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, asset quality, earnings, and compensation, fees and
benefits. In general, the guidelines require, among other things, appropriate
systems and practices to identify and manage the risks and exposures specified
in the guidelines. The guidelines prohibit excessive compensation as an unsafe
and unsound practice and describe compensation as excessive when the amounts
paid are unreasonable or disproportionate to the services performed
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<PAGE>
by an executive officer, employee, director, or principal shareholder. In
addition, the FDIC adopted regulations to require a bank that is given notice by
the FDIC that it is not satisfying any of such safety and soundness standards to
submit a compliance plan to the FDIC. If, after being so notified, a bank fails
to submit an acceptable compliance plan or fails in any material respect to
implement an accepted compliance plan, the FDIC may issue an order directing
corrective and other actions of the types to which a significantly
undercapitalized institution is subject under the "prompt corrective action"
provisions of FDICIA. If a bank fails to comply with such an order, the FDIC may
seek to enforce such an order in judicial proceedings and to impose civil
monetary penalties.
PROMPT CORRECTIVE ACTION. FDICIA also established a system of prompt
corrective action to resolve the problems of undercapitalized institutions. The
FDIC, as well as the other federal banking regulators, adopted regulations
governing the supervisory actions that may be taken against undercapitalized
institutions. The regulations establish five categories, consisting of "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." The FDIC's regulations
defines the five capital categories as follows: Generally, an institution will
be treated as "well capitalized" if its ratio of total capital to risk- weighted
assets is at least 10%, its ratio of Tier 1 capital to risk-weighted assets is
at least 6%, its ratio of Tier 1 capital to total assets is at least 5%, and it
is not subject to any order or directive by the FDIC to meet a specific capital
level. An institution will be treated as "adequately capitalized" if its ratio
of total capital to risk-weighted assets is at least 8%, its ratio of Tier 1
capital to risk-weighted assets is at least 4%, and its ratio of Tier 1 capital
to total assets is at least 4% (3% if the bank receives the highest rating under
the Uniform Financial Institutions Rating System) and it is not a
well-capitalized institution. An institution that has total risk-based capital
of less than 8%, Tier 1 risk-based-capital of less than 4% or a leverage ratio
that is less than 4% (or less than 3% if the institution is rated a composite
"1" under the Uniform Financial Institutions Rating System) would be considered
to be "undercapitalized." An institution that has total risk-based capital of
less than 6%, Tier 1 capital of less than 3% or a leverage ratio that is less
than 3% would be considered to be "significantly undercapitalized," and an
institution that has a tangible capital to assets ratio equal to or less than 2%
would be deemed to be "critically undercapitalized."
The severity of the action authorized or required to be taken under the
prompt corrective action regulations increases as a bank's capital deteriorates
within the three undercapitalized categories. All banks are prohibited from
paying dividends or other capital distributions or paying management fees to any
controlling person if, following such distribution, the bank would be
undercapitalized. The FDIC is required to monitor closely the condition of an
undercapitalized bank and to restrict the growth of its assets. An
undercapitalized bank is required to file a capital restoration plan within 45
days of the date the bank receives notice that it is within any of the three
undercapitalized categories, and the plan must be guaranteed by any parent
holding company. The aggregate liability of a parent holding company is limited
to the lesser of: (i) an amount equal to the five percent of the bank's total
assets at the time it became "undercapitalized," and (ii) the amount that is
necessary (or would have been necessary) to bring the bank into compliance with
all capital standards applicable with respect to such bank as of the time it
fails to comply with the plan. If a bank fails to submit an acceptable plan, it
is treated as if it were "significantly undercapitalized." Banks that are
significantly or critically undercapitalized are subject to a wider range of
regulatory requirements and restrictions.
The FDIC has a broad range of grounds under which it may appoint a
receiver or conservator for an insured depositary bank. If one or more grounds
exist for appointing a conservator or receiver for a bank, the FDIC may require
the bank to issue additional debt or stock,
-36-
<PAGE>
sell assets, be acquired by a depository bank holding company or combine with
another depository bank. Under FDICIA, the FDIC is required to appoint a
receiver or a conservator for a critically undercapitalized bank within 90 days
after the bank becomes critically undercapitalized or to take such other action
that would better achieve the purposes of the prompt corrective action
provisions. Such alternative action can be renewed for successive 90-day
periods. However, if the bank continues to be critically undercapitalized on
average during the quarter that begins 270 days after it first became critically
undercapitalized, a receiver must be appointed, unless the FDIC makes certain
findings that the bank is viable.
Loans to a Bank's Insiders
- - --------------------------
FEDERAL REGULATION. A bank's loans to its executive officers,
directors, any owner of 10% or more of its stock (each, an "insider") and any of
certain entities affiliated to any such person (an "insider's related interest")
are subject to the conditions and limitations imposed by Section 22(h) of the
Federal Reserve Act and the FRB's Regulation O thereunder. Under these
restrictions, the aggregate amount of the loans to any insider and the insider's
related interests may not exceed the loans-to-one-borrower limit applicable to
national banks, which is comparable to the loans-to-one-borrower limit
applicable to the Bank's loans for commercial, corporate or business purposes.
All loans by a bank to all such persons and related interests in the aggregate
may not exceed the bank's unimpaired capital and unimpaired surplus. With
certain exceptions, loans to an executive officer, other than loans for the
education of the officer's children and certain loans secured by the officer's
residence, may not exceed the lesser of (a) $100,000 or (b) the greater of
$25,000 or 2.5% of the bank's capital and unimpaired surplus. Regulation O also
requires that any proposed loan to an insider or a related interest of that
insider be approved in advance by a majority of the board of directors of the
bank, with any interested director not participating in the voting, if such
loan, when aggregated with any existing loans to that insider and the insider's
related interests, would exceed either (a) $500,000 or (b) the greater of
$25,000 or 5% of the bank's unimpaired capital and surplus. Generally, such
loans must be made on substantially the same terms as, and follow credit
underwriting procedures that are not less stringent than, those that are
prevailing at the time for comparable transactions with other persons. An
exception is made for extensions of credit made pursuant to a benefit or
compensation plan of a bank that is widely available to employees of the bank
and that does not give any preference to insiders of the bank over other
employees of the bank.
In addition, provisions of the BHCA prohibit extensions of credit to a
bank's insiders and their related interests by any other institution that has a
correspondent banking relationship with the bank, unless such extension of
credit is on substantially the same terms as those prevailing at the time for
comparable transactions with other persons and does not involve more than the
normal risk of repayment or present other unfavorable features.
NEW YORK REGULATION. Applicable New York law imposes conditions and
limitations on a stock savings bank's loans to its directors and executive
officers that are comparable in most respects to the conditions and limitations
imposed under federal law, as discussed above. However, there are a number of
differences. For example, the New York law does not affect loans
to shareholders owning 10% or more of the savings bank's stock.
-37-
<PAGE>
Federal Home Loan Bank System
- - -----------------------------
The Bank is a member of the FHLBNY, which is one of the 12 regional
Federal Home Loan Banks that comprise the FHLB system. Each of the Federal Home
Loan Banks are subject to supervision and regulation by the Federal Housing
Finance Board ("FHFB"), and each acts as a central credit facility primarily for
its member institutions. As a member of the FHLBNY, the Bank is required to
acquire and hold shares of capital stock in the FHLBNY in an amount at least
equal to the greater of 1% of the aggregate unpaid principal of its home
mortgage loans, home purchase contracts, and similar obligations at the
beginning of each year, or 1/20 of its advances (borrowings) from the FHLBNY.
The Bank was in compliance with this requirement with an investment in FHLBNY
stock at December 31, 1998, of $4.6 million.
Each FHLB serves as a reserve or central bank for its member
institutions within its assigned region. Each is funded primarily from proceeds
derived from the sale of consolidated obligations of the FHLB System. It offers
advances to members in accordance with policies and procedures established by
the FHLB and the board of directors of the FHLB. Long-term advances may only be
made for the purpose of providing funds for residential housing finance.
Federal Reserve System
- - ----------------------
Under FRB regulations, the Bank is required to maintain
non-interest-earning reserves against its transaction accounts (primarily NOW
and regular checking accounts). Currently, the FRB regulations generally require
that reserves of 3% must be maintained against aggregate transaction accounts of
$46.5 million or less (subject to adjustment by the FRB) and an initial reserve
of $1,395,000 plus 10% (subject to adjustment by the FRB between 8% and 14%)
against that portion of total transaction accounts in excess of $46.5 million.
The first $4.90 million of otherwise reservable balances (subject to adjustments
by the FRB) are exempted from the reserve requirements. The Bank is in
compliance with the foregoing requirements. Because required reserves must be
maintained in the form of either vault cash, a non-interest-bearing account at a
Federal Reserve Bank or a pass-through account as defined by the FRB, the effect
of this reserve requirement is to reduce the Bank's interest-earning assets.
Holding Company Regulation
- - --------------------------
FEDERAL REGULATION. The Registrant is subject to examination,
regulation and periodic reporting under the BHCA, as administered by the FRB.
The FRB has adopted capital adequacy guidelines for bank holding companies on a
consolidated basis substantially similar to those of the FDIC for the Bank. As
of December 31, 1998, the Registrant's total capital and Tier 1 capital ratios
exceed these minimum capital requirements.
The Registrant is required to obtain the prior approval of the FRB to
acquire all, or substantially all, of the assets of any bank or bank holding
company. Prior FRB approval is required for the Registrant to acquire direct or
indirect ownership or control of any voting securities of any bank or bank
holding company if, after giving effect to such acquisition, it would, directly
or indirectly, own or control more than 5% of any class of voting shares of such
bank or bank holding company.
A bank holding company, such as the Registrant, is required to give the
FRB prior written notice of any purchase or redemption of its outstanding equity
securities if the gross consideration for the purchase or redemption, when
combined with the net consideration paid for all such
-38-
<PAGE>
purchases or redemptions during the preceding 12 months, will be equal to 10% or
more of the Registrant's consolidated net worth. The FRB may disapprove such a
purchase or redemption if it determines that the proposal would constitute an
unsafe and unsound practice, or would violate any law, regulation, FRB order or
directive, or any condition imposed by, or written agreement with, the FRB. Such
notice and approval is not required for a bank holding company that would be
treated as "well capitalized" under applicable regulations of the FRB, that has
received a composite "1" or "2" rating at its most recent bank holding company
inspection by the FRB, and that is not the subject of any unresolved supervisory
issues.
The status of the Registrant as a registered bank holding company under
the BHCA does not exempt it from certain federal and state laws and regulations
applicable to corporations generally, including, without limitation, certain
provisions of the federal securities laws.
In addition, a bank holding company is generally prohibited from
engaging in, or acquiring direct or indirect control of any company engaged in,
non-banking activities. One of the principal exceptions to this prohibition is
for activities found by the FRB to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. Some of the principal
activities that the FRB has determined by regulation to be so closely related to
banking as to be a proper incident thereto are: (i) making or servicing loans;
(ii) performing certain data processing services; (iii) providing discount
brokerage services; (iv) acting as fiduciary, investment or financial advisor,
(v) leasing personal or real property; (vi) making investments in corporations
or projects designed primarily to promote community welfare; and (vii) acquiring
a savings and loan association.
Under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 ("FIRREA"), depository institutions are liable to the FDIC for losses
suffered or anticipated by the FDIC in connection with the default of a commonly
controlled depository institution or any assistance provided by the FDIC to such
an institution in danger of default. This law would have potential applicability
if the Registrant ever acquired as a separate subsidiary a depository
institution in addition to the Bank.
Subsidiary banks of a bank holding company are subject to certain
quantitative and qualitative restrictions imposed by the Federal Reserve Act on
any extension of credit to, purchase of assets from or issuance of letter of
credit on behalf of the bank holding company or its subsidiaries, and on the
investment in or acceptance of stocks or securities of such holding company or
its subsidiaries as collateral for loans. In addition, provisions of the Federal
Reserve Act and FRB regulations limit the amounts of, and establish required
procedures and credit standards with respect to, loans and other extensions of
credit to officers, directors and principal shareholders of the Bank, the
Registrant, any subsidiary of the Registrant and related interests of such
persons. Moreover, banks are prohibited from engaging in certain tie-in
arrangements (with the bank's parent holding company or any of the holding
company's subsidiaries) in connection with any extension of credit, lease or
sale of property or furnishing of services.
NEW YORK REGULATION. Under the Banking Law, certain companies owning or
controlling banks are regulated as a bank holding company. For the purposes of
the Banking Law, the term "bank holding company," is defined generally to
include any "company" that, directly or indirectly, either (a) controls the
election of a majority of the directors or (b) owns, controls or holds with
power to vote more than 10% of the voting stock of a bank holding company or, if
the company is a banking institution, another banking institution, or 10% or
more of the voting stock of each of two or more banking institutions. The term
"company" is defined to include corporations, partnerships and other types of
business entities, chartered or doing business in New York, and the term
-39-
<PAGE>
"banking institution" is defined to include commercial banks, stock savings
banks and stock savings and loan associations. A company controlling, directly
or indirectly, only one banking institution will not be deemed to be a bank
holding company for the purposes of the Banking Law. Under the Banking Law, the
prior approval of the New York Banking Board is required before: (1) any action
is taken that causes any company to become a bank holding company; (2) any
action is taken that causes any banking institution to become or to be merged or
consolidated with a subsidiary of a bank holding company; (3) any bank holding
company acquires direct or indirect ownership or control of more than 5% of the
voting stock of a banking institution; (4) any bank holding company or
subsidiary thereof acquires all or substantially all of the assets of a banking
institution; or (5) any action is taken that causes any bank holding company to
merge or consolidate with another bank holding company. Additionally, certain
restrictions apply to New York State bank holding companies regarding the
acquisition of banking institutions that have been chartered for five years or
less and are located in smaller communities. Directors, officers and employees
of a New York State bank holding company are subject to limitations regarding
their affiliation with securities underwriting or distribution firms and with
other bank holding companies, and directors and executive officers are subject
to limitations regarding loans obtained from certain of the holding company's
banking subsidiaries. Although the Registrant is not a bank holding company for
purposes of the Banking Law, any future acquisition of ownership, control, or
the power to vote 10% or more of the voting stock of another banking institution
or bank holding company would cause it to become such.
Acquisition of the Registrant
- - -----------------------------
FEDERAL RESTRICTIONS. Under the federal Change in Bank Control Act
("CBCA"), a notice must be submitted to the FRB if any person (including a
company), or group acting in concert, seeks to acquire 10% or more of the
Registrant's shares of Common Stock outstanding, unless the FRB has found that
the acquisition will not result in a change in control of the Registrant. Under
the CBCA, the FRB has 60 days within which to act on such notices, taking into
consideration certain factors, including the financial and managerial resources
of the acquiror, the convenience and needs of the communities served by the
Registrant and the Bank, and the anti-trust effects of the acquisition. Under
the BHCA, any company would be required to obtain prior approval from the FRB
before it may obtain "control" of the Registrant within the meaning of the BHCA.
Control generally is defined to mean the ownership or power to vote 25% more of
any class of voting securities of the Registrant or the ability to control in
any manner the election of a majority of the Registrant's directors.
NEW YORK CHANGE IN BANK CONTROL RESTRICTIONS. In addition to the CBCA,
the Banking Law generally requires prior approval of the New York Banking Board
before any action is taken that causes any company to acquire direct or indirect
control of a banking institution that is organized in the State of New York. For
this purpose, the term "company" is defined to include corporations,
partnerships and other types of business entities, chartered or doing business
in New York, and an individual or combination of individuals acting in concert
and residing or doing business in New York, and the term "control" is defined
generally to mean the power to direct or cause the direction of the management
and policies of the banking institution and is presumed to exist if the company
owns, controls or holds with power to vote 10% or more of the voting stock of
the banking institution.
-40-
<PAGE>
Interstate Banking and Branching
- - --------------------------------
In the past, interstate banking was limited under the BHCA to those
states that permitted interstate banking by statute. New York was one of a
number of states that permitted, subject to the reciprocity conditions of the
Banking Law, out-of-state bank holding companies to acquire New York banks. By
1995, most states had adopted statutes permitting multistate bank holding
companies.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Interstate Banking Act") was enacted on September 29, 1994. As of September
29, 1995, the Interstate Banking Act permitted approval under the BHCA of the
acquisition by a bank holding company that is well capitalized and managed of a
bank outside of the holding company's home state regardless of whether the
acquisition was permitted under the law of the state of the bank to be acquired.
The FRB may not approve an acquisition under the BHCA that would result in the
acquiring holding company controlling more than 10% of the deposits in the
United States or more than 30% of the deposits in any particular state.
In the past, branching across state lines was not generally available
to a state bank, such as the Bank. While out-of-state branches were authorized
under the Banking Law, similar authority was not generally available under the
laws of most other states. Beginning June 1, 1997, the Interstate Banking Act,
permitted the responsible federal banking agencies to approve merger
transactions between banks located in different states, regardless of whether
the merger would be prohibited under state law. Accordingly, the Interstate
Banking Act permits a bank to have branches in more than one state.
Before any bank acquisition can be completed, prior approval thereof
may also be required to be obtained from other agencies having supervisory
jurisdiction over the bank to be acquired, including the Banking Department. The
Interstate Banking Act will facilitate the consolidation of the banking industry
that has taken place over recent years and will allow the creation of larger,
presumably more efficient, banking networks.
ITEM 2. PROPERTIES
The Bank conducts its business through its main office in Warwick, New
York and its three branch offices located in Monroe, Woodbury and Wallkill, New
York. Management believes that the Bank's current facilities are adequate to
meet the present and immediately foreseeable needs of the Bank and the
Registrant.
The following sets forth the Bank's branches and loan production
offices at December 31, 1998.
<TABLE>
<CAPTION>
LEASED DATE LEASE
OR LEASED OR EXPIRATION
OWNED ACQUIRED DATE
----- -------- ----
<S> <C> <C> <C>
Main Office:
18 Oakland Avenue
Warwick, New York 10990 Owned 1972 N/A
</TABLE>
-41-
<PAGE>
<TABLE>
<CAPTION>
LEASED DATE LEASE
OR LEASED OR EXPIRATION
OWNED ACQUIRED DATE
----- -------- ----
<S> <C> <C> <C>
Branches:
591 Route 17M
Monroe, New York 10950 Owned 1976 N/A
556 Route 32
Highland Mills, New York 10930 Owned 1979 N/A
1 Industrial Avenue
Wallkill, New York 10940 Owned 1998 N/A
Loan Production Offices:
263 NYS Route 17K
Newburgh, New York Leased 1998 09/20/01
Taconic Plaza Shopping Center,
Store #10
Route 52
East Fishkill, New York Leased 1997 01/31/00
151 South Main Street, Suite 104
New City, New York Leased 1997 04/30/99
1435 Union Valley Road, 1st Floor
West Milford, New Jersey Leased 1997 04/30/99
45 Whitney Road
Mahwah, New Jersey Leased 1998 05/01/99
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not involved in any pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of business,
which in the aggregate involve amounts which management believes to be
immaterial to the financial condition and results of operations of the
Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS'
MATTERS
The Company's common stock commenced trading on December 23, 1997. The table
below shows the high and low sales prices of the common stock for the periods
shown, as reported on the National Market System of The Nasdaq Stock Market as
well as the dividends paid during such period.
<TABLE>
<CAPTION>
FISCAL YEAR QUARTER ENDING HIGH LOW DIVIDENDS PAID
----------- -------------- ---- --- --------------
<S> <C> <C> <C> <C>
1998 March 31 $ 17.75 $ 15.38 $ N/A
June 30 $ 18.00 $ 16.25 $ N/A
Sept. 30 $ 17.63 $ 11.50 $ 0.0400
Dec. 31 $ 17.13 $ 10.50 $ 0.0425
1997 Dec. 31 $ 17.38 $ 15.63 N/A
</TABLE>
As of February 26, 1999, there were 6,276,221 shares of the Company's common
stock outstanding and approximately 1,544 holders of record. The holders of
record include banks and brokers who act as nominees, each of whom may
represent more than one stockholder.
The Board of Directors of the Company declared two quarterly cash dividends
during the seven-month period ended December 31, 1998, as shown in the table
above. The Board will review the dividend regularly and hopes to maintain a
regular quarterly dividend in the future, based on the Company's earnings,
financial condition and other factors.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
AT MAY 31,
AT DECEMBER 31, ________________________________________________________________
1998 1998 1997 1996 1995(7) 1994(7)
---- ---- ---- ---- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Data:
Total assets...................... $ 445,139 $ 410,394 $ 286,545 $ 274,053 $ 258,679 $ 234,048
Loans receivable, net (1)......... 261,463 212,665 138,323 108,897 122,663 108,598
Investment securities............. 155,490 170,749 126,393 144,284 110,333 105,433
Real estate owned, net............ 371 409 224 330 493 306
Deposits.......................... 246,882 222,722 221,211 232,965 229,011 207,527
FHLB advances..................... 79,480 62,850 5,250 3,600 -- --
Securities sold
under repurchase agreements..... 25,310 27,190 23,090 4,700 -- --
Stockholders' equity.............. 84,237 86,150 28,114 24,770 23,076 21,910
</TABLE>
<TABLE>
<CAPTION>
FOR THE SEVEN
MONTHS ENDED FOR THE YEAR ENDED MAY 31,
DECEMBER 31, ________________________________________________________________
1998 1998 1997 1996 1995(7) 1994(7)
---- ---- ---- ---- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Selected Operating Data:
Interest income................... $ 17,311 $ 23,777 $ 20,691 $ 18,333 $ 16,253 $ 15,786
Interest expense.................. 7,560 9,972 9,376 8,717 6,828 5,922
-------- -------- -------- -------- -------- --------
Net interest income........... 9,751 13,805 11,315 9,616 9,425 9,864
Less provision for loan losses (292) (592) (130) (140) (261) (415)
-------- -------- -------- -------- -------- --------
Net interest income after
provision for loan losses... 9,459 13,213 11,185 9,476 9,164 9,449
Other income
Service and fee income........ 1,422 2,134 1,915 1,768 1,369 1,996
Securities transactions....... 561 742 816 (356) (429) 845
Loan transactions............. 140 94 137 119 14 123
Other income (loss)........... 6 169 (89) (159) (79) (17)
-------- -------- -------- -------- -------- --------
Total other income, net. 2,129 3,139 2,779 2,084 875 2,947
-------- -------- -------- -------- -------- --------
Other expense
Salaries and employee benefits 4,314 5,870 5,256 5,050 3,958 3,877
ESOP and RRP benefits......... 922 730 -- -- -- --
FDIC insurance................ 17 28 12 53 466 456
Occupancy and equipment....... 649 1,219 1,308 1,238 1,202 1,143
Data processing............... 500 672 640 484 414 341
Advertising................... 282 160 152 129 112 69
Professional fees............. 579 583 240 325 222 270
Contribution to
The Warwick Savings
Foundation.................. -- 1,924 -- -- -- --
Other operating expenses.......... 1,524 2,001 1,735 1,791 1,722 1,606
-------- -------- -------- -------- -------- --------
Total other expenses.... 8,787 13,187 9,343 9,070 8,096 7,762
Income before income tax
expense and cumulative
effect of change in
accounting principle............ 2,801 3,165 4,621 2,490 1,943 4,634
Income tax expense................ 1,154 1,304 1,756 1,024 794 2,115
-------- -------- -------- -------- -------- --------
Income before cumulative effect
of change in accounting principle 1,647 1,861 2,865 1,466 1,149 2,519
Cumulative effect of change
in accounting principle......... -- -- -- -- (645) --
-------- -------- -------- -------- -------- --------
Net income........................ $ 1,647 $ 1,861 $ 2,865 $ 1,466 $ 504 $ 2,519
======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AT OR FOR
THE SEVEN
MONTHS ENDED AT OR FOR THE YEAR ENDED MAY 31,
DECEMBER 31, ________________________________________________________
1998 1998 1997 1996 1995(7) 1994(7)
--------- ----- ----- ----- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Selected Financial Ratios and Other Data (2):
Performance Ratios:
Return on average assets................ 0.66% 0.57% 1.00% 0.56% 0.21% 1.11%
Return on average equity................ 3.29 3.72 11.02 6.29 2.32 12.11
Average equity to average assets........ 20.18 15.40 9.12 8.94 9.18 9.14
Equity to total assets.................. 18.92 20.99 9.81 9.04 8.92 9.36
Core deposits to total deposits (3)..... 71.24 68.16 66.08 63.28 59.49 77.25
Net interest spread (4)................. 3.17 3.58 3.62 3.48 3.84 3.92
Net interest margin (5)................. 4.19 4.50 4.20 3.98 4.27 4.35
Operating expense to average assets..... 3.54 4.06 3.28 3.48 3.42 3.41
Average interest-earning assets to
average interest-bearing liabilities 1.32 1.28 1.17 1.14 1.14 1.16
Efficiency ratio (6).................... 78.60 81.87 71.10 80.80 75.56 65.54
Regulatory Capital Ratios:
Bank:
Tangible capital.................... 11.99 13.91 9.53 9.51 9.79 9.95
Core capital........................ 22.82 25.55 19.46 17.52 16.00 20.00
Risk-based capital.................. 23.90 26.27 20.33 18.45 16.00 20.00
Company:
Tangible capital.................... 18.87 21.44 -- -- -- --
Core capital........................ 35.88 40.07 -- -- -- --
Risk-based capital.................. 36.94 40.78 -- -- -- --
Asset Quality Ratios:
Non-performing loans to total loans. 0.79 0.47 1.02 0.78 1.78 2.02
Non-performing loans to total assets 0.47 0.30 0.50 0.31 0.85 0.95
Non-performing assets to total assets 0.55 0.35 0.58 0.44 1.04 1.08
Allowance for loan losses
to total loans.................. 0.66 0.75 0.88 1.18 0.97 0.83
Allowance for loan losses
to non-performing loans......... 82.99 123.61 86.09 151.22 54.77 41.06
Other Data:
Branch Offices.......................... 4 4 4 4 4 4
</TABLE>
- - ----------
(1) Loans receivable, net, represents total loans less net deferred loan fees
and the allowance for loan losses.
(2) Regulatory Capital Ratios and Asset Quality Ratios are end of period
ratios. With the exception of period-end ratios, all ratios are based on
average monthly balances during the periods indicated.
(3) The Bank considers the following to be core deposits: checking accounts,
passbook accounts, NOW accounts and money market accounts.
(4) The interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.
(5) The net interest margin represents net interest income as a percentage of
average interest-earning assets.
(6) The efficiency ratio represents non-interest expense as a percentage of the
sum of net interest income and non- interest income excluding any gains or
losses on sales of assets.
(7) The selected financial data of the Bank as of May 31, 1995 and 1994 are not
derived from audited financial statements.
-42-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Warwick Community Bancorp, Inc. (the "Company") is a bank holding company
incorporated in September 1997 under the laws of the State of Delaware and is
registered under the Bank Holding Company Act of 1956, as amended. The Company
was organized at the direction of The Warwick Savings Bank (the "Bank") for the
purpose of acquiring all of the common stock of the Bank issued in connection
with the conversion of the Bank from mutual to stock form ("Conversion"). On
December 23, 1997, the Bank completed its Conversion, and the Company sold
6,414,125 shares of its common stock at a price of $10.00 per share in a
subscription offering ("Offering") to certain depositors of the Bank. In
connection with the Conversion and Offering, the Company established The Warwick
Savings Foundation ("Foundation") and made a charitable contribution of 192,423
shares of the Company's common stock to the Foundation, which resulted in a
one-time charge relating to the funding of the Foundation of $1.9 million ($1.2
million net of tax). The net proceeds from the Offering amounted to $61.5
million, and the Company contributed 50% of the net proceeds from the Offering
to the Bank in exchange for all of the issued and outstanding shares of common
stock of the Bank. The remaining net proceeds were retained by the Company and
invested primarily in federal funds, government and federal agency
mortgage-backed securities, other debt securities and equity securities. Prior
to the Offering, the Company had no significant assets, liabilities or
operations. Presently, the only significant assets of the Company are the
capital stock of the Bank, the note evidencing the loan the Company made to the
Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") to allow
the ESOP to purchase 8% of the Company's common stock issued in the Offering and
the investment of the net proceeds of the Offering retained by the Company.
The primary business of the Company is the operation of its wholly owned
subsidiary, the Bank. The Bank's principal business has been and continues to be
attracting retail deposits from the general public in the areas surrounding its
four branches and investing those deposits, together with funds generated from
operations and borrowings, primarily in one- to four-family residential mortgage
loans, mortgage-backed securities, commercial business and real estate loans and
various debt and equity securities.
The Bank's results of operations are dependent primarily on net interest income,
which is the difference between the interest income earned on its
interest-earning assets, such as loans and securities, and the interest expense
on its interest-bearing liabilities, such as deposits and borrowed funds. The
Bank also generates other income, such as service charges and other fees, which
are primarily servicing fees received from residential mortgage loans that are
sold with servicing retained. Other expenses primarily consist of employee
compensation and benefits, occupancy expenses, federal deposit insurance
premiums, net costs of real estate owned, data processing fees and other
operating expenses. The Bank's results of operations are also significantly
affected by general economic and competitive conditions (particularly changes in
market interest rates), government policies, changes in accounting standards and
actions of regulatory agencies.
While the following discussion of financial condition and results of operations
includes the collective results of the Company and the Bank, this discussion
reflects primarily the Bank's activities. Unless otherwise disclosed, the
information presented in this Annual Report reflects the financial condition and
results of operations of the Company and the Bank on a consolidated basis.
MANAGEMENT STRATEGY
The Bank has historically employed an operating strategy that emphasizes the
origination of one- to four-family residential mortgage loans in its market area
with both fixed and variable rates and, to an increasing degree over the past 10
years, its commercial lending business, with mostly prime rate-based loans
secured by real estate located mainly in Orange County, New York. Due in part to
this strategy, the Bank historically has had profitable operations, resulting in
a strong regulatory capital position. The Bank's goal of maintaining this
position has led to an overall strategy of managed growth in both deposits and
assets. The major elements of the Company's operating strategy are to: (i) grow
and diversify the Bank's loan portfolio by continuing to originate
owner-occupied residential mortgage loans, commercial business and commercial
real estate loans, construction loans and consumer loans in its market area;
(ii) complement the Bank's mortgage lending activities by investing in
mortgage-backed and other securities; (iii) maintain the Bank's relatively low
cost of funds and (iv) manage the Bank's level of interest rate risk. From time
to time, the Bank employs a leveraging strategy, whereby borrowings are used to
fund specific investments in order to provide for
<PAGE>
a reasonable net margin of return. The Bank also seeks to attract and retain
customers through extended office hours, low turnover of employees and prompt,
flexible and personalized production of a variety of loan products. In addition,
it is a goal of the Bank to increase its market share in the communities it
serves through the acquisition or establishment of branch offices and, if
appropriate, the acquisition of smaller financial institutions. Additionally, it
is a goal of the Bank to expand into new markets. For this reason, the Bank has
expanded its mortgage banking operations and lending into New Jersey, and the
Company is in the process of forming a de novo commercial bank to be
headquartered in Bergen County, New Jersey.
MANAGEMENT OF INTEREST RATE RISK
The principal objectives of the Bank's interest rate risk management activities
are to: (i) evaluate the interest rate risk included in certain balance sheet
accounts, (ii) determine the level of risk appropriate given the Bank's business
focus, operating environment, capital and liquidity requirements and performance
objectives, (iii) establish prudent asset concentration guidelines and (iv)
manage the risk consistent with Board approved policies and guidelines. Through
such management, the Bank seeks to reduce the vulnerability of its operating
results to changes in interest rates and to manage the ratio of interest rate
sensitive assets to interest rate sensitive liabilities within specified
maturities or repricing dates. The Bank closely monitors its interest rate risk
as such risk relates to its operating strategies. The extent of the movement of
interest rates, higher or lower, is an uncertainty that could have a negative
impact on the earnings of the Bank.
Historically, the Bank has been a traditional thrift lender, but differentiated
itself from other thrifts by also focusing on commercial lending since the late
1980's and commission-based mortgage banking operations since 1995. The Bank
also adopted a more competitive pricing policy, more efficient lock-in policies
to close loans faster and more streamlined Federal National Mortgage Association
("FNMA") approved processing and underwriting procedures. Additionally, the
Bank's array of products has expanded to include Federal Housing Authority
("FHA"), Veterans Administration ("VA") and State of New York Mortgage
Association ("SONYMA") loans. As a result, the Bank has invested a relatively
large amount of its earning assets in fixed-rate loans and fixed-rate
mortgage-backed securities with contractual maturities of up to 30 years. At
December 31, 1998, an aggregate of $202.5 million, or 48.65% of total earning
assets, were invested in such assets. Based upon the assumptions used in the
following table, at December 31, 1998, the Company's total interest-bearing
liabilities maturing or repricing within one year exceeded its total
interest-earning assets maturing or repricing in the same time period by $32.9
million, representing a one-year cumulative "gap," as defined below, as a
percentage of total assets of negative 7.39%. Accordingly, management views the
Company as having a manageable gap position, but still slightly vulnerable to a
rising interest rate environment.
The Bank has taken several actions, under various market conditions, designed to
manage its level of interest rate risk. These actions have included: (i)
increasing the percentage of the loan portfolio consisting of adjustable-rate
mortgage loans and prime rate-based commercial loans through originations, as
market conditions permit, (ii) selling fixed-rate loans, but retaining the
servicing rights, (iii) purchasing shorter-term investment securities and (iv)
seeking to increase the percentage of checking accounts in its deposit base.
Additionally, in the normal course of business, the Bank uses off-balance sheet
financial instruments primarily as part of mortgage banking hedging strategies.
Such instruments generally include put options purchased and forward commitments
to sell mortgage loans. As a result of interest rate fluctuations, these
financial instruments will develop unrealized gains or losses that mitigate
changes in the underlying hedged portion of the balance sheet. When effectively
used, these instruments are designed to moderate the impact on earnings as
interest rates move up or down.
GAP ANALYSIS. The matching of assets and liabilities may be analyzed by
examining the extent to which such assets or 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 period. A gap is considered positive when the amount of interest rate
sensitive assets exceeds the amount of interest rate sensitive liabilities. A
gap is considered negative when the amount of interest rate sensitive
liabilities exceeds the amount of interest rate sensitive assets. During a
period of rising interest rates, therefore, a negative gap would tend to
adversely affect net interest income. Conversely, during a period of falling
interest rates, a negative gap would tend to result in an increase in net
interest income.
<PAGE>
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 1998, which are
anticipated by the Bank, based upon certain assumptions, to reprice or mature in
each of the future time periods shown. Except as stated below, the amount of
assets and liabilities shown which reprice or mature during a particular period
were determined based on the earlier of term to repricing or the term to
repayment of the asset or liability. The table is intended to provide an
approximation of the projected repricing of assets and liabilities at December
31, 1998 on the basis of contractual maturities, anticipated prepayments and
scheduled rate adjustments within a three-month period and subsequent selected
time intervals. The loan amounts in the table reflect principal balances
expected to be reinvested and/or repriced as a result of contractual
amortization and anticipated early payoffs of adjustable-rate loans and
fixed-rate loans, and as a result of contractual rate adjustments on
adjustable-rate loans. For loans on one- to four-family residential properties
and mortgage-backed securities, assumed average annual prepayment rates of
10.05% and 37.66%, respectively, were utilized.
<PAGE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
--------------------------------------------------------------
MORE THAN MORE THAN MORE THAN MORE THAN
THREE ONE THREE FIVE
MONTHS TO YEAR TO YEARS TO YEARS TO MORE THAN
THREE MONTHS TWELVE THREE FIVE TEN TEN
OR LESS MONTHS YEARS YEARS YEARS YEARS TOTAL
--------- ------ ----- ----- ----- ----- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans (1)(5)..... $ 24,384 $ 17,403 $ 10,580 $ 10,914 $ 8,541 $ 119,503 $ 191,325
Other loans (1)(2)........ 23,382 978 13,873 20,152 12,448 1,370 72,203
Mortgage-backed
securities, fixed (5)... 7,171 23,001 5 -- 19,014 19,797 68,988
Mortgage-backed
securities, variable (5) 1,348 -- -- 39 -- -- 1,387
Mutual funds and
preferred stock......... -- 16,232 -- -- -- 1,120 17,352
Investment securities:
held-to-maturity........ 545 350 104 -- -- 5,000 5,999
Investment securities:
available-for-sale...... 1,005 -- 1,075 1,873 17,214 37,818 58,985
------- ------- ------- ------- ------- -------- --------
Total interest-
earning assets.... 57,835 57,964 25,637 32,978 57,217 184,608 416,239
Net deferred loan
fees and costs (3)........ (32) (23) (28) (36) (24) (149) (292)
------- ------- ------- ------- ------- -------- --------
Net interest-
earning assets.... 57,803 57,941 25,609 32,942 57,193 184,459 415,947
------- ------- ------- ------- ------- -------- --------
Interest-bearing liabilities:
Passbook accounts (4)..... -- 16,456 -- -- -- 65,825 82,281
Escrow accounts........... -- -- -- -- -- 1,965 1,965
NOW accounts.............. -- -- -- -- -- 11,765 11,765
Money market accounts..... 37,053 -- -- 37,053
Certificates of deposit... 21,475 43,329 4,858 1,748 -- -- 71,410
Borrowed funds............ 15,230 15,100 10,460 9,000 55,000 -- 104,790
------- ------- ------- ------- ------- -------- --------
Total interest-
bearing liabilities 73,758 74,885 15,318 10,748 55,000 79,555 309,264
------- ------- ------- ------- ------- -------- --------
Interest rate
sensitivity gap.........$ (15,955) $ (16,944) $ 10,291 $ 22,194 $ 2,193 $ 104,904 $ 106,683
======= ======= ======= ======= ======= ======== ========
Cumulative interest
rate sensitivity gap....$ (15,955) $ (32,899) $ (22,608) $ (414) $ 1,779 $ 106,683
======= ======= ======= ======= ======= ========
Cumulative interest rate
sensitivity gap as a
percentage of total assets (3.58)% (7.39)% (5.08)% (0.09)% 0.40% 23.97%
Cumulative net interest-
earning assets as a
percentage of
cumulative interest-
bearing liabilities..... 78.37% 77.87% 86.21% 99.76% 100.77% 134.50%
</TABLE>
- - ----------
(1) For purposes of the gap analysis, mortgage and other loans are not reduced
for the allowance for loan losses and non-performing loans.
(2) For purposes of the gap analysis, second mortgage loans are included in the
"Other Loans" category.
(3) For purposes of the gap analysis, unearned fees and deferred loan
origination costs are prorated.
(4) For purposes of the gap analysis, based upon the Bank's historical
experience, management traditionally slots 20% of the Bank's total savings
account balances into the twelve-month time horizon. The remaining 80% are
viewed as long-term deposits.
<PAGE>
(5) For loans on residential properties an average annual prepayment rate of
10.05% is utilized. Mortgage-backed securities are assumed to prepay at an
average annual rate of 37.66%.
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 of assets may lag behind changes in
market rates. Additionally, certain assets, such as adjustable-rate loans, have
features which restrict changes in interest rates both on a short-term basis and
over the life of the asset. Further, in the event of a change in interest rates,
prepayments and early withdrawal levels would likely deviate significantly from
those assumed in calculating the table. Finally, the ability of many borrowers
to make scheduled payments on their adjustable-rate loans may decrease in the
event of an interest rate increase.
The Company's interest rate sensitivity is also monitored by management through
the use of a model which internally generates estimates of the change in net
portfolio value ("NPV") over a range of interest rate change scenarios. NPV is
the present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is
defined as the NPV in that scenario divided by the market value of assets in the
same scenario. For purposes of the NPV table, prepayment speeds similar to those
used in the "gap" table were used, reinvestment rates were those in effect for
similar products being offered and rates on core deposits were modified to
reflect recent trends. The following table sets forth the Company's NPV as of
December 31, 1998, as calculated by the Company.
<TABLE>
<CAPTION>
NET PORTFOLIO VALUE PORTFOLIO VALUE OF ASSETS
--------------------------------- -------------------------
(DOLLARS IN THOUSANDS)
RATE IN BASIS POINTS
(RATE SHOCK) $ AMOUNT $ CHANGE % CHANGE NPV RATIO % CHANGE (1)
-------------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
200 $79,675 $(7,559) (9)% 18.86 (.71)%
100 85,665 (1,569) (2) 19.65 .08
Static 87,234 -- -- 19.57 --
(100) 83,328 (3,906) (4) 18.42 (1.15)
(200) 77,400 (9,834) (11) 16.94 (2.63)
</TABLE>
(1) Based upon the portfolio value of the Company's assets assuming no change in
interest rates.
As in the case with the "gap" table, certain shortcomings are inherent in the
methodology used in the above interest rate risk measurements. Modeling changes
in NPV require the making of certain assumptions which may or may not reflect
the manner in which actual yields and costs respond to changes in actual market
interest rates. In this regard, the NPV model presented assumes that the
composition of the Company's interest rate sensitive assets and liabilities
existing at the beginning of a period remains constant over the period being
measured and also assumes that a particular change in interest rates is
reflected uniformly across the yield curve regardless of the duration to
maturity or repricing of specific assets and liabilities. Accordingly, although
the NPV measurements and net interest income models provide an indication of the
Company's interest rate risk exposure at a particular point in time, such
measurements are not intended to and do not provide a precise forecast of the
effect of changes in market interest rates on the Company's net interest income
and will differ from actual results.
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 relative amounts of interest-earning assets and interest-bearing
liabilities and the interest rates earned or paid on them.
AVERAGE BALANCE SHEETS. The table on the following page sets forth certain
information relating to the Company for the seven months ended December 31, 1998
and for the years ended May 31, 1998 and 1997. The yields and costs were derived
by dividing interest income or expense by the average balance of assets or
liabilities, respectively, for the periods shown. Average balances were computed
based on month-end balances. Yields for the seven months ended December 31, 1998
are annualized. Management believes the use of average monthly balances instead
of average daily
<PAGE>
balances does not have a material effect on the information presented. The
yields include deferred fees and discounts which are considered yield
adjustments.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED MAY 31,
FOR THE SEVEN MONTHS ENDED -----------------------------------------
DECEMBER 31, 1998 1998 1997
-------------------- ------------------- -------------------
AVERAGE AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST COST BALANCE INTEREST COST BALANCE INTEREST COST
------- -------- ---- ------- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Mortgage
loans, net(1).... $183,573 $ 7,998 7.47% $131,973 $ 10,191 7.72% $ 90,771 $ 7,152 7.88%
Consumer and
other loans, net(1) 49,510 2,601 9.01 39,931 3,774 9.45 36,160 3,457 9.56
Mortgage-backed
securities......... 82,333 3,383 7.04 75,020 5,533 7.38 80,255 5,897 7.35
Federal funds sold... -- -- -- 3,130 172 5.50 283 15 5.30
Interest earning
accounts at banks.. 548 19 5.94 635 34 5.35 395 18 4.56
Investment securities 82,521 3,310 6.88 56,374 4,073 7.22 61,508 4,152 6.75
-------- ------- ------- ------- -------- -------
Total interest-
earning assets. 398,485 17,311 7.45 307,063 23,777 7.74 269,372 20,691 7.68
------- ------- -------
Non-interest
earning assets. 27,349 17,846 15,856
-------- ------- --------
Total assets. $425,834 $324,909 $285,228
======== ======= ========
Liabilities and
stockholders' equity:
Interest-bearing liabilities:
Passbook accounts.. $ 80,956 $ 1,384 2.93% $ 77,999 $ 2,304 2.95% $ 78,132 $ 2,323 2.97%
Escrow deposits.... 2,016 63 5.36 1,422 94 6.61 1,020 50 4.90
NOW accounts....... 18,084 171 1.62 15,384 245 1.59 14,117 227 1.61
Money market
accounts......... 33,242 732 3.77 25,827 849 3.29 27,016 883 3.27
Certificate accounts. 70,234 2,014 4.92 74,618 3,823 5.12 79,155 3,985 5.03
-------- ------- ------- ------- -------- -------
Total deposits....... 204,532 4,364 3.66 195,250 7,315 3.75 199,440 7,468 3.74
Borrowed funds....... 98,243 3,196 5.58 44,437 2,657 5.98 31,249 1,908 6.11
-------- ------- ------- ------- -------- -------
Total interest-
bearing
liabilities.... 302,775 7,560 4.28 239,687 9,972 4.16 230,689 9,376 4.06
------- ------- -------
Non-interest
bearing liabilities 37,131 35,174 28,528
-------- ------- --------
Total liabilities 339,906 274,861 259,217
Stockholders' Equity. 85,928 50,048 26,011
-------- ------- --------
Total liabilities
and
stockholders'
equity......... $425,834 $324,909 $285,228
======== ======= ========
Net interest income/
interest rate spread(2) $ 9,751 3.17% $13,805 3.58% $11,315 3.62%
======= ======= ======= ====== ======= ======
Net interest-earning
assets/net interest
margin(3).......... $ 95,710 4.19% $67,376 4.50% $38,683 4.20%
======== ======== ======= ====== ======== ======
Ratio of interest-earning
assets to interest-bearing
liabilities........ 131.61% 128.11% 116.77%
======= ====== ======
</TABLE>
- - ----------
(1) In computing the average balance of loans, non-accrual loans have been
included.
(2) Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest- bearing
liabilities.
(3) Net interest margin on interest-bearing assets represents net interest
income as a percentage of average-earning assets.
RATE/VOLUME ANALYSIS. The following table presents the extent to which changes
in interest rates and changes in the volume of interest-earning assets and
interest-bearing liabilities have affected the Company's interest income and
interest expense during the periods indicated. Information is provided in each
category with respect to (i) changes attributable to changes in volume (changes
in volume multiplied by prior rate), (ii) changes attributable to changes in
<PAGE>
rate (changes in rate multiplied by prior volume) and (iii) the net change. The
changes attributable to the combined impact of volume and rate have been
allocated proportionately to the changes due to volume and the changes due to
rate.
<TABLE>
<CAPTION>
SEVEN MONTHS ENDED DECEMBER 31, 1998 YEAR ENDED MAY 31, 1998
COMPARED TO COMPARED TO
SEVEN MONTHS ENDED DECEMBER 31, 1997 YEAR ENDED MAY 31, 1997
--------------------------- -----------------------
INCREASE (DECREASE) INCREASE (DECREASE)
IN NET INTEREST INCOME IN NET INTEREST INCOME
DUE TO DUE TO
--------------------------- -----------------------
VOLUME RATE NET VOLUME RATE NET
--------- ---- --------- ------ ------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans, net................ $ 2,922 $ (444) $ 2,478 $ 3,246 $ (207) $ 3,039
Consumer and other loans, net...... 632 (116) 516 361 (44) 317
Mortgage-backed securities......... 615 (195) 420 (385) 21 (364)
Federal funds sold................. (103) -- (103) 151 6 157
Interest earning accounts at banks. (2) 3 1 11 5 16
Investment securities.............. 1,529 (209) 1,320 (347) 268 (79)
------ ---- ------ ------ ---- ------
Total.................. 5,593 (961) 4,632 3,037 49 3,086
------ ---- ------ ------ ---- ------
Interest-bearing liabilities:
Passbook accounts.................. 42 (23) 19 (4) (15) (19)
Escrow accounts.................... 27 (27) -- 20 24 44
NOW accounts....................... 30 2 32 20 (2) 18
Money market accounts.............. 137 92 229 (39) 5 (34)
Certificates of deposits........... (170) (113) (283) (228) 66 (162)
Borrowed funds..................... 2,352 (382) 1,970 805 (56) 749
------ ---- ------ ------ ---- ------
Total.................. 2,418 (451) 1,967 574 22 596
------ ---- ------ ------ ---- ------
Net change in net interest income...... $ 3,175 $ (510) $ 2,665 $ 2,463 $ 27 $ 2,490
====== ==== ====== ====== ==== ======
</TABLE>
ASSET QUALITY
NON-PERFORMING LOANS. Management and the Board of Directors perform a monthly
review of delinquent loans. The actions taken by the Bank with respect to the
delinquencies vary depending on the nature of the loan and period of
delinquency. The Bank's policies on residential mortgage loans provide that
delinquent mortgage loans be reviewed and that a late charge notice be mailed no
later than the 15th day of delinquency, with the delinquency charge assessed on
the 16th day. The Bank's collection policies on residential mortgage loans
essentially mirror those shown in the FNMA servicing agreements. On other loans,
telephone contact and various delinquency notices at different intervals are the
methods used to collect past due loans.
It is the Bank's general policy to discontinue accruing interest on all loans
when management has determined that the borrower will be unable to meet
contractual obligations or when interest or principal payments are 90 days past
due. When a loan is classified as non-accrual, the recognition of interest
income ceases. Interest previously accrued and remaining unpaid is reversed
against income. Cash payments received are applied to principal, and interest
income is not recognized unless management determines that the financial
condition and payment record of the borrower warrant the recognition of income.
If a foreclosure action is commenced and the loan is not brought current, paid
in full or an acceptable workout arrangement is not agreed upon before the
foreclosure sale, the real property securing the loan is generally sold at
foreclosure. Property acquired by the Bank as a result of foreclosure on a
mortgage loan is classified as "real estate owned" and is recorded at the lower
of the unpaid balance or fair value less costs to sell at the date of
acquisition and thereafter. Upon foreclosure, it is the Bank's policy to
generally require an appraisal of the property and, thereafter, appraise the
property on an as-needed basis.
OTHER REAL ESTATE OWNED. At December 31, 1998, the Bank's other real estate
owned ("OREO"), net, which consisted of four single-family residential
properties, totaled $371 thousand and was held directly by the Bank.
<PAGE>
The following table sets forth information regarding non-accrual loans, other
past due loans and OREO. There were no troubled restructurings within the
meaning of Statement of Financial Accounting Standards ("SFAS") No. 15 at any
of the dates presented below.
<TABLE>
<CAPTION>
AT AT MAY 31,
DECEMBER 31, __________________________________________
1998 1998 1997 1996 1995
--------- ----- ----- ----- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Non-accrual mortgage loans delinquent
more than 90 days......................... $ 631 $ 699 $1,111 $ 582 $1,093
Non-accrual other loans delinquent
more than 90 days......................... 88 186 83 82 131
------ ------ ------ ------ ------
Total non-accrual loans............... 719 885 1,194 664 1,224
Total 90 days or more
delinquent and still accruing..... 1,362 133 237 199 978
------ ------ ------ ------ ------
Total non-performing loans............ 2,081 1,018 1,431 863 2,202
Total foreclosed real estate,
net of related allowance for losses 371 409 224 330 493
------ ------ ------ ------ ------
Total non-performing assets........... $2,453 $1,427 $1,655 $1,193 $2,695
====== ====== ====== ====== ======
Non-performing loans to total loans........... 0.79% 0.47% 1.02% 0.78% 1.78%
Non-performing assets to total assets......... 0.55% 0.35% 0.58% 0.44% 1.04%
</TABLE>
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1998 AND DECEMBER 31, 1997
Total assets increased $104.3 million to $445.1 million at December 31, 1998
from $340.8 million at December 31, 1997, reflecting the Company's ongoing
strategy of managed growth. This increase in total assets was primarily the
result of increases in the Company's interest-earning assets, as the Company
grew both its loan and investment securities portfolios. The asset growth was
also funded through borrowings, which increased $76.8 million to $104.8 million
at December 31, 1998. At December 31, 1998, the Company had $25.3 million in
securities sold under repurchase agreements and $79.5 million in term loans from
the Federal Home Loan Bank of New York ("FHLBNY"). Deposit liabilities increased
by $33.4 million to $246.9 at December 31, 1998 from $213.5 million at December
31, 1997, primarily due to increases in demand checking accounts, money market
accounts and NOW accounts.
Asset growth was concentrated in mortgage loans, net which increased $61.3
million to $194.6 million at December 31, 1998 from $133.3 million at December
31, 1997. Other loans, net, showed an increase of $11.8 million to $53.1 million
at December 31, 1998 from $41.3 million at December 31, 1997. Total securities
were $155.5 million at December 31, 1998 compared to $127.6 million at December
31, 1997. Securities held-to-maturity at December 31, 1998 totaled $6.0 million
as compared to $5.4 million at December 31, 1997. Securities available-for-sale
at December 31, 1998 totaled $149.5 million as compared to $122.2 million at
December 31, 1997. This increase is primarily the result of the Bank's
utilization of additional wholesale leveraging transactions in order to enhance
earnings.
Bank premises and equipment, net, increased $3.0 million, or 93.8%, from $3.2
million at December 31, 1997 to $6.2 million at December 31, 1998. This increase
was primarily the result of the costs associated with the opening of the
Company's newly constructed full-service branch facility located in the Town of
Wallkill, and from the upgrading and replacement of much of the Company's
electronic data processing hardware and software in connection with the
Company's Year 2000 compliance plan. The FHLBNY stock portfolio increased by
$2.9 million in conjunction with both the Company's larger asset size and the
utilization of wholesale leveraging transactions.
Total stockholders' equity decreased $2.0 million at December 31, 1998 from
$86.2 million at December 31, 1997. This decrease was primarily attributable to
the $4.6 million in open market purchases of the Company's common stock in
conjunction with the establishment of the Recognition and Retention Plan of the
Company ("RRP"). Also contributing to this decrease was the payment of the
Company's cash dividend to shareholders of $545 thousand. The decrease in total
stockholders' equity was partially offset by net income of $1.6 million for the
seven months ended December 31, 1998.
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE SEVEN MONTHS ENDED DECEMBER 31, 1998 AND
1997
GENERAL. Net income for the seven months ended December 31, 1998 totaled $1.6
million, or $0.28 per share, as compared to a net loss of $112 thousand for the
comparable period in 1997. The seven months ended December 31, 1997 included a
one-time after-tax charge of $1.2 million for the establishment of the
Foundation in connection with the Bank's Conversion in December 1997. Excluding
the one-time charge for the Foundation, net income for the seven months ended
December 31, 1997 would have been $1.0 million. Earnings per share results are
not available for the seven months ended December 31, 1997 since the Company did
not complete its Offering until December 23, 1997.
NET INTEREST INCOME. Net interest income for the seven months ended December 31,
1998 increased $2.7 million, or 38.0%, to $9.8 million, from $7.1 million for
the seven months ended December 31, 1997.
Net interest margin is net interest income expressed as a percentage of total
average earnings assets. For the seven months ended December 31, 1998 the net
interest margin was 4.19% as compared to 4.39% for the seven months ended
December 31, 1997. This decrease was primarily attributable to the 41 basis
point decrease in the average yield earned on interest-earnings assets coupled
with the 47 basis point increase in the average rate paid on money-market
accounts, as compared to the seven months ended December 31, 1997. Excluding
money-market accounts, the rates paid on other interest-bearing liabilities
decreased, which resulted in a net increase in the average rate paid on
interest-bearing liabilities of 12 basis points as compared to the 1997 period.
This reflects the continuation of the lower interest rate environment during
1998. Average interest-earning assets increased $121.8 million from $276.7
million for the seven months ended December 31, 1997 to $398.5 million for the
seven months ended December 31, 1998, while average interest-bearing liabilities
increased $72.4 million from $230.4 million to $302.8 million for the same
period. Supplementing the increase in average interest-bearing liabilities,
funding for the increase in average interest-earning assets was primarily
provided by a $55.6 million increase in average equity, which included the
infusion of capital derived from the Offering, from $30.3 million for the seven
months ended December 31, 1997, to $85.9 million for the comparable period ended
December 31, 1998.
INTEREST INCOME. For the seven months ended December 31, 1998, interest income
totaled $17.3 million as compared to $12.7 million for the seven months ended
December 31, 1997. The $4.6 million, or 36.2%, increase was primarily
attributable to a $2.5 million, or 45.5%, increase in the amount of interest
earned on the Bank's mortgage loan portfolio, which resulted primarily from an
increase in the average balance of the Company's mortgage loans from $120.0
million for the seven months ended December 31, 1997 to $183.6 million for the
seven months ended December 31, 1998 as home purchasers and existing homeowners
capitalized on the opportunities afforded by lower mortgage loan interest rates.
The increase in interest income was also attributable, to a lesser extent, to
growth in the Bank's commercial and consumer loan portfolios. Interest earned on
other loans during the seven months ended December 31, 1998 increased by $516
thousand, compared to the seven months ended December 31, 1997. The growth
experienced resulted from strong loan demand as discussed above. Interest earned
on mortgage-backed and investment securities increased by $1.7 million over the
same period, and resulted largely from the Bank's utilization of additional
wholesale leveraging transactions in order to enhance earnings. Total interest
income was further bolstered by increases in interest and dividends earned on
securities, which were derived mainly from such wholesale leveraging
transactions.
The average yield on interest-earning assets decreased to 7.45% for the seven
months ended December 31, 1998, as compared to 7.86% for the seven months ended
December 31, 1997. This was primarily due to the lower yields earned on the
Bank's loan and investment securities portfolios due to lower long-term interest
rates during the seven months ended December 31, 1998.
INTEREST EXPENSE. Interest expense for the seven months ended December 31, 1998
was $7.6 million, compared to $5.6 million for the seven months ended December
31, 1997. This increase was due primarily to an increase of $64.6 million in the
average balance of borrowed funds, a 47 basis point increase in the average rate
paid on money market accounts, and a $7.1 million increase in the average
balance of money market accounts. These increases were partially offset by a
$5.6 million decrease in the average balance of certificate accounts and by a 66
basis point decrease in the average rate paid on borrowed funds. The increase in
interest expense is primarily attributable to increases in the interest paid on
borrowings associated with the aforementioned wholesale leveraging transactions,
which increased by $2.0 million.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the seven months
ended December 31, 1998 decreased to $292 thousand, as compared to $384 thousand
for the seven months ended December 31, 1997. This decrease
<PAGE>
resulted from management's assessment of the growth in the loan portfolio, the
level of the Bank's allowance for possible loan losses and its assessment of the
local economy and market conditions. For the seven months ended December 31,
1998, loan charge-offs, net of recoveries, aggregated $77 thousand. At December
31, 1998, the allowance for possible loan losses totaled $1.7 million, and the
ratio of such allowance to non-performing loans was 82.99%.
OTHER INCOME. Other income, consisting of service and fee income and gains and
losses on securities and loan transactions, increased by $547 thousand, or
31.2%, to $2.1 million for the seven months ended December 31, 1998, as compared
to $1.6 million for the seven months ended December 31, 1997. This increase was
primarily attributable to an increase of $367 thousand in sales of securities,
an increase of $201 thousand in service and fee income due to the growth in
checking account deposits during 1998 and an increase of $74 thousand in loan
sales, partially offset by a $95 thousand reduction in other income associated
with write-offs of leasehold improvements and equipment that resulted from the
closing of the Company's full-service leased branch and the simultaneous opening
of the Company's new full-service branch in the Town of Wallkill.
OTHER EXPENSE. Other expense increased by $317 thousand to $8.8 million for the
seven months ended December 31, 1998, as compared to $8.5 million for the seven
months ended December 31, 1997. This increase resulted primarily from an
increase in salaries and benefits of $1.1 million attributable to additions to
staff necessary to attract and service a growing number of loan account and
deposit account customers. Professional fees increased $336 thousand primarily
as a result of ongoing consultation and audit activities in connection with the
Company's new legal structure following the Offering and the Bank's Conversion.
Advertising expense increased $176 thousand in order to support the Company's
branch relocation and grand opening, and to promote the Bank's name in the
highly competitive mortgage loan and commercial loan arenas. Other expenses for
the seven months ended December 31, 1998 decreased by $1.9 million, the amount
of the one-time charge for the establishment of the Foundation included in other
expense for the seven months ended December 31, 1997.
PROVISION FOR INCOME TAXES. The provision for income taxes increased from $72
thousand for the seven months ended December 31, 1997 to $1.2 million for the
seven months ended December 31, 1998. This increase was attributable to
the increase in pre-tax income.
<PAGE>
COMPARISON OF FINANCIAL CONDITION AT MAY 31, 1998 AND MAY 31, 1997
Total assets increased $123.9 million to $410.4 million at May 31, 1998, from
$286.5 million at May 31, 1997, reflecting the Company's ongoing strategy of
managed growth. This increase in total assets was primarily the result of
increases in the Company's interest-earning assets, as the Company grew both its
loan and investment securities portfolios. The asset growth was also funded
through borrowings, which increased $61.7 million to $90.0 million at May 31,
1998, and from the $61.5 million in net proceeds raised by the Company in the
Offering. At May 31, 1998, the Company had $27.2 million in securities sold
under repurchase agreements and $62.9 million in term loans from the FHLBNY.
Deposit liabilities increased by $1.5 million to $222.7 million at May 31, 1998
from $221.2 million at May 31, 1997, primarily due to increases in demand
checking accounts, NOW accounts and money market accounts, offset by the decline
in time certificates.
Asset growth was concentrated in mortgage loans, net, which increased $50.8
million to $148.2 million at May 31, 1998 from $97.4 million at May 31, 1997.
Other loans, net, showed an increase of $11.1 million to $47.2 million at May
31,1998 from $36.1 million at May 31, 1997. Total securities were $170.7 million
at May 31, 1998 compared to $126.4 million at May 31, 1997. Securities
held-to-maturity at May 31, 1998 totaled $7.3 million as compared to $6.1
million at May 31,1997. Securities available-for-sale at May 31, 1998 totaled
$163.4 million as compared to $120.3 million at May 31, 1997. This increase is
primarily the result of the Bank's utilization of additional wholesale leverage
transactions in order to enhance earnings.
Other assets increased $2.6 million, or 92.9%, from $2.8 million at May 31, 1997
to $5.4 million at May 31, 1998. This increase was primarily the result of an
increase in capitalizable costs associated with the Bank's new full-service
branch facility located in the Town of Wallkill that opened for business on July
27, 1998. Upon being placed into service, approximate costs of $2.3 million,
relating to land improvements, the construction of the building and the purchase
of furniture and equipment, were reclassified to "Bank premises and equipment,
net."
Total stockholders' equity increased $58.0 million to $86.1 million at May 31,
1998 from $28.1 million at May 31, 1997. This increase was primarily
attributable to the $61.5 million in net proceeds raised by the Company in the
Offering in connection with the Bank's Conversion.
COMPARISON OF OPERATING RESULTS FOR THE FISCAL YEARS ENDED MAY 31, 1998 AND 1997
GENERAL. Net income for the fiscal year ended May 31, 1998, which included a
one-time after-tax charge of $1.2 million for the establishment of the
Foundation, totaled $1.9 million, or $0.30 per share, as compared to $2.9
million for the comparable 1997 fiscal year. However, excluding the one-time
charge for the Foundation, net income for the fiscal year ended May 31, 1998
would have increased 5.2% to $3.1 million, or $0.49 per share. Earnings per
share results are not available for the fiscal year ended May 31, 1997 because
the Company did not complete its Offering until December 1997.
NET INTEREST INCOME. Net interest margin is net interest income expressed as a
percentage of total average earning assets. For the fiscal year ended May 31,
1998 the net interest margin was 4.50%, as compared to 4.20% for the fiscal year
ended May 31, 1997. This increase was primarily attributable to the $37.7
million increase in average interest-earning assets from $269.4 million over the
fiscal year ended May 31, 1997 to $307.1 million over the fiscal year ended May
31, 1998, while average interest-bearing liabilities increased $9.0 million from
$230.7 million to $239.7 million over the same period. Supplementing the
increase in average interest-bearing liabilities, funding for the increase in
average interest-earning assets was primarily provided by a $24.0 million
increase in average retained earnings, which included the infusion of capital
derived from the Offering, from $26.0 million for the fiscal year ended May 31,
1997, to $50.0 million for the comparable period ended May 31, 1998.
Net interest income for the fiscal year ended May 31, 1998 increased $2.5
million, or 22.0%, to $13.8 million, from $11.3 million for the fiscal year
ended May 31, 1997.
The increase in interest income resulted primarily from the significant growth
of the mortgage loan portfolio, as home purchasers and existing homeowners
capitalized on the opportunities afforded by lower mortgage loan interest rates.
Concurrently, the more modest increase in interest expense resulted primarily
from an increase in interest on borrowed funds, coupled with a decrease in time
deposit interest expense.
<PAGE>
INTEREST INCOME. For the fiscal year ended May 31, 1998 interest income totaled
$23.8 million, as compared to $20.7 million for the fiscal year ended May 31,
1997. The $3.1 million, or 14.9%, increase in 1998 was primarily attributable to
a $3.0 million, or 42.5%, increase in the amount of interest earned on the
Bank's mortgage loan portfolio, which resulted primarily from an increase in the
average balance of the Company's mortgage loans from $90.7 million for the
fiscal year ended May 31, 1997 to $132.0 million for the fiscal year ended May
31, 1998. Interest earned on other loans and on federal funds sold during the
fiscal year ended May 31, 1998 increased by $317 thousand and $157 thousand,
respectively, compared to the fiscal year ended May 31, 1997. Those increases,
however, were largely offset by a $443 thousand decrease in interest earned on
mortgage-backed and investment securities over the same period.
The increase in the average yield on interest-earning assets to 7.74% for the
fiscal year ended May 31, 1998, as compared to 7.68% for the fiscal year ended
May 31, 1997, resulted in part from the sale of relatively lower yielding
securities, and the purchase of higher yielding securities with portions of the
proceeds from such sales, in connection with the Company's restructuring of its
investment securities portfolio during the summer of 1997. However, the
improvement in yield derived from investments was partially offset by lower
yields earned on the Bank's loan portfolios due to lower long-term interest
rates at the start of 1998.
INTEREST EXPENSE. Interest expense for the fiscal year ended May 31, 1998 was
$10.0 million, compared to $9.4 million for the fiscal year ended May 31, 1997,
due primarily to an increase of $13.2 million in the average balance of borrowed
funds, a 171 basis point increase in the average rate paid on escrow deposits
and a $402 thousand increase in the average balance of escrow deposits in
connection with the increase in the Company's mortgage loans and additional
wholesale leverage transactions entered into during the 1998 fiscal year. These
increases were partially offset by a $4.2 million decrease in the average
balance of total interest-bearing deposits and by a 13 basis point decrease in
the average rate paid on borrowed funds.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the fiscal year
ended May 31, 1998 increased to $592 thousand, as compared to $130 thousand for
the fiscal year ended May 31, 1997. This increase resulted from management's
assessment of the growth in the loan portfolio, the level of the Bank's
allowance for possible loan losses and its assessment of the local economy and
market conditions. For the fiscal years ended May 31, 1998 and 1997, loan
charge-offs, net of recoveries, aggregated $311 thousand and $203 thousand,
respectively. At May 31, 1998 and 1997, the allowance for possible loan losses
totaled $1.5 million and $1.2 million, respectively, and the ratio of such
allowance to non-performing loans was 123.61% at May 31, 1998, as compared to
86.09% at May 31, 1997.
OTHER INCOME. Other income, consisting of service and fee income and gains and
losses on securities and loan transactions, increased by $360 thousand, or
13.0%, to $3.1 million for the fiscal year ended May 31, 1998, as compared to
$2.8 million for the fiscal year ended May 31, 1997. This increase was primarily
attributable to an increase of $219 thousand in service and fee income due to
the growth in checking account deposits during 1998 and an increase of $258
thousand in other income associated with increased loan and loan servicing
activity, which was partially offset by a $74 thousand reduction on sales of
securities and a $43 thousand reduction on loan sales.
OTHER EXPENSE. Other expense increased by $3.9 million to $13.2 million for the
fiscal year ended May 31, 1998, as compared to $9.3 million for the fiscal year
ended May 31, 1997. This increase resulted primarily from an expense of $1.9
million relating to the Company's contribution to the Foundation and an expense
of $730 thousand relating to the first year's allocation of shares under the
ESOP which was established in connection with the Conversion and the Offering.
Salaries and employee benefits expense also increased $615 thousand, or 11.7%,
due to higher levels of expenses incurred in connection with the employee
benefit plans established in connection with the Conversion and the Offering and
normal salary increases. Professional fees increased $343 thousand primarily as
a result of various consultation and audit activities in connection with the
Conversion and the Offering.
PROVISION FOR INCOME TAXES. The provision for income taxes decreased $452
thousand from $1.8 million for the fiscal year ended May 31, 1997 to $1.3
million for the fiscal year ended May 31, 1998. This decrease was primarily
attributable to the tax benefit derived from the Company's contribution to the
Foundation.
COMPARISON OF FINANCIAL CONDITION AT MAY 31, 1997 AND MAY 31, 1996
Total assets increased $12.4 million to $286.5 million at May 31, 1997,
from $274.1 million at May 31, 1996, reflecting the Company's ongoing strategy
of managed growth. The asset growth was funded primarily through borrowings,
which increased $20.0 million to $28.3 million at May 31, 1997. As of May 31,
1997, the Company had $23.1 million in securities sold under repurchase
agreements and $5.2 million in term loans from the FHLBNY. Deposit liabilities
declined by $11.8 million to $221.2 million at May 31, 1997 form $233.0 million
at May 31, 1996, primarily due to continued decreases in rollovers of a February
1995 offering of a nine-month certificate of deposit account ("Premium
Certificates"), initially priced slightly above local market rates to provide
the Bank with additional liquidity at the time of the failure of Nationar, one
of the Bank's correspondent banks. FHLBNY advances and other borrowings are used
by the Bank as an alternative to traditional retail deposits and take the form
of overnight advances, repriced daily, and one-month lines of credit, repriced
monthly.
Asset growth was concentrated in mortgage loans, net, which increased
$25.5 million to $97.4 million at May 31, 1997 from $71.9 million at May 31,
1996. This loan growth (net of amortizations and satisfactions) contrasts to a
decrease of $17.6 million for the year ended May 31, 1996. In addition, other
loans, net, increased $4.1 million to $36.1 million at May 31, 1997 from $32.0
million at May 31, 1996. Total securities were $126.4 million at May 31, 1997
compared to $144.3 million at May 31, 1996, reflecting the reinvestment of funds
from the securities portfolio into higher yielding loans. Securities
held-to-maturity at May 31, 1997 totaled $6.1 million as compared to $7.1
million at May 31, 1996. Securities available-for-sale at May 31, 1997 totaled
$120.3 million as compared to $135.2 million at May 31, 1996. The Company's
available-for-sale portfolio was adjusted for an unrealized gain of $1.1 million
($500 thousand after-tax) for the fiscal year ended May 31, 1997.
Other assets decreased by $4.3 million to $2.8 million at May 31, 1997,
primarily due to the satisfactory liquidation of the Company's $3.9 million
claim against the Superintendent of Bank of the State of New York, as receiver
for Nationar, regarding the Superintendent's seizure of Nationar in early
February, 1995.
As a result of adopting Statement of Financial Accounting Standards No.
122, the Banks capitalized $444 thousand of originated mortgage servicing rights
during fiscal year 1996.
Total net worth increased $3.3 million to $28.1 million at May 31, 1997
from $24.8 million at May 31, 1996, resulting from net income of $2.8 million
and approximately $500 thousand of unrealized appreciation on securities
available for sale, net of taxes.
COMPARISON OF OPERATING RESULTS FOR THE FISCAL YEARS ENDED MAY 31, 1997 AND 1996
GENERAL. Net income for the fiscal year ended May 31, 1997 was $2.9
million, compared to $1.5 million for the fiscal year ended May 31, 1996. The
increase of $1.3 million resulted primarily from an 18% increase in the
Company's net interest margin and greater profits on sales of mortgage
<PAGE>
- - -backed securities. Also contributing to the increase in net income was a
decline in the Company's provision for income taxes due to a change in tax
regulations from an effective tax rate of 41% in fiscal 1996 to 38% in fiscal
1997.
NET INTEREST INCOME. Net interest income for the fiscal year ended May
31, 1997 increased $1.7 million, or 17.7% to $11.3 million. This increase
reflects the overall rise in the Company's average interest rate spread of 14
basis points to $3.62%, and a rise in the Company's net interest margin of 22
basis points to 4.20% for the 1997 fiscal year, as well as a greater increase in
interest-earning assets than interest-bearing liabilities.
Market interest rates were slightly higher in the 1997 fiscal year
across the entire U.S. Treasury yield curve than in the 1996 fiscal year. While
the Company realized a higher overall yield of nine basis points on its average
interest-earning assets, yields on the Company's interest-bearing liabilities
declined by five basis points.
INTEREST INCOME. Interest income totaled $20.7 million for the fiscal
year ended May 31, 1997, compared to $18.3 million for the fiscal year ended May
31, 1996. This increase of $2.4 million, or 13.1%, reflects an increase of more
than $3.3 million in interest and dividends on securities due to the
securitization of approximately $50 million of the Company's mortgages in April
and May of 1996, offset, in part, by a decrease in the average yield on the
Company's mortgage-backed securities of 89 basis points. The increase in
interest was offset, in part, by a decline of over $600 thousand in interest
income on mortgage and other loans due to the decreased volume of such loans
resulting mainly from such securitization, mitigated somewhat by an increase of
13 basis points in the average yield on such loans. Interest income on federal
funds sold decreased substantially in the fiscal year ended May 31, 1997, as
compared to the prior years, due to management's focus on extending maturities
slightly, in its efforts to increase yield in a flattening yield curve
environment.
INTEREST EXPENSE. Interest expense on deposits and borrowings increased
$660 thousand to $9.4 million for the fiscal year ended May 31, 1997, compared
to $8.7 million for the fiscal year ended May 31, 1996. This increase reflects
an increase in average interest-bearing liabilities of $18.8 million during the
1997 fiscal year and a decrease in the average rate paid on such liabilities of
five base points over the same period. The increase in average interest-bearing
liabilities is primarily attributable to an increase in the average balance of
borrowed funds to $31.2 million for the 1997 fiscal year from $489 thousand for
the 1996 fiscal year. Average certificate of deposit accounts declined by
approximately $10.7 million in fiscal year 1997, partially due to the maturity
of the Premium Certificates which was attributable to the Company's decision not
to offer premium rates in a highly competitive rate environment. While there was
a 12% decline in average certificate of deposit accounts, there was a 22%
decline in interest expense associated with such accounts, from $5.1 million in
the fiscal year ended May 31, 1996 to $4.0 million in the 1997 fiscal year. As a
result, the Company's total cost of funds decreased by five base points, from
4.11% to 4.06%, despite the increases in market interest rates in fiscal year
1997.
PROVISION FOR LOAN LOSSES. the provision for loan losses decreased to
$130 thousand for the fiscal year ended May 31, 1997 from $140 thousand for the
fiscal year ended May 31, 1996, although there was an increase in non-performing
loans (consisting of loans over 90 days past due and non-
<PAGE>
accrual loans) to $1.4 million at May 31, 1997, from $863 thousand at May 31,
1996. At May 31, 1997, the percentage of the allowance for loan losses to total
loans was 0.88%, as compared to 1.18% as of May 31, 1996. However, management's
analysis indicated that the majority of the non-performing loans were one to
four - family residential mortgage loans. Moreover, management believes that
most of these loans are adequately secured by properties affording low
loan-to-value ratios, based upon current evaluations. In addition, management
performs a quarterly in-depth analysis of its allowance for loan losses. Based
upon loan types and volumes, loan review and classification systems, and the
factors described above and various other factors, management has made regular
determinations that its allowance and monthly provisions are adequate.
OTHER INCOME. Other income, net, for the fiscal year ended May 31, 1997
increased $696 thousand to $2.8 million from $2.1 million for the fiscal year
ended May 31, 1996. This increase was primarily attributable to increased gains
on sales of mortgage-backed securities, emanating form the Company's mortgage
banking operation. Total service and fee income increased 8% to $1.9 million in
the fiscal year ended May 31, 1997, due to service charges and other fees
reflecting increased loan and loan servicing activity, as well as increases in
certain transaction fees during the 1997 fiscal year.
OTHER EXPENSES. Other expenses increased $273 thousand to $9.3 million
for the fiscal year ended May 31, 1997 from $9.1 million for the fiscal year
ended May 31, 1996. The increase in other expenses primarily reflects increases
in salaries and employee benefits and occupancy costs. Salaries and employee
benefits expense increased $206 thousand to $5.3 million for the 1997 fiscal
year compared to $5.0 million for the 1996 fiscal year. This increase was
primarily attributable to a general increase in salaries. Data processing in
costs and advertising costs increased by $156 thousand, or 32%, and $23
thousand, or 18%, respectively. The Company's ratio of other expenses to average
assets decreased to 3.28% in the 1997 fiscal year from 3.48% in the 1996 fiscal
year.
PROVISIONS FOR INCOME TAXES. The provision for income taxes increased
$732 thousand from $1.0 million for the fiscal year ended May 31, 1996 to $1.8
for the fiscal year ended May 31, 1997. This increase was primarily attributable
to the increase of $2.1 million, or 86%, in pre-tax income, offset by savings
due to a change in the Bank's effective tax rate from 41% in fiscal 1996 to 38%
in fiscal 1997.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Bank's primary sources of funds are retail deposits, wholesale funding from
FHLBNY or other bank borrowings, securities sold under repurchase agreements,
principal and interest payments on loans and securities and, to a lesser
extent, proceeds from the sale of securities. While maturities and scheduled
amortization of loans and securities provide an indication of the timing of the
receipt of funds, changes in interest rates, economic conditions and competition
strongly influence mortgage prepayment rates and deposit flows, reducing the
predictability of the timing of sources of funds.
The Bank has no required regulatory liquidity ratios or balances to maintain,
however, it does adhere to a Liquidity and Funds Management Policy approved by
its Board of Directors, which sets minimum internal guidelines for liquidity
purposes.
As a member of the FHLBNY, the Bank has the availability of two lines of credit
for borrowings in the amounts of $17.0 million each, one on an overnight basis
and the other on a 30-day term basis. In accordance with the FHLBNY's credit
policy, the Bank now has total credit facilities available of nearly $126.6
million, inclusive of the aforementioned amounts, before the delivery of
qualifying collateral is required. Additionally, the Bank has other sources of
liquidity if the need arises. One source is to borrow up to $5 million from a
commercial bank on an unsecured basis and the other is the ability to sell
securities under repurchase agreements in an amount up to $10 million from a
securities investment company.
The primary investing activities of the Bank are the origination of one- to
four-family residential mortgage loans, commercial real estate and commercial
business loans, a variety of consumer loans, and the purchase of mortgage-backed
securities and debt and equity securities. During the seven months ended
December 31, 1998 and the fiscal years ended May 31, 1998, and 1997, the Bank's
disbursements for loan originations totaled $140.6 million, $164.1 million and
$100.6 million, respectively. Purchases of mortgage-backed securities totaled
$52.9 million, $59.6 million and $23.2 million for the seven months ended
December 31, 1998 and the fiscal years ended May 31, 1998 and 1997,
respectively. Other debt and equity securities purchased during the seven months
ended December 31, 1998 and the fiscal years ended May 31, 1998 and 1997, were
$12.2 million, $65.1 million and $26.0 million, respectively. The Bank's
investing activities are funded primarily by borrowings, net deposit inflows,
sales of loans and securities and principal repayments on loans and securities.
The Bank increased borrowings at December 31, 1998 and May 31, 1998 by $14.8
million and $61.7 million, respectively, to fund its investments.
At December 31, 1998, the Company's total approved loan origination commitments
outstanding totaled $67.6 million and the unadvanced/unused portion of
commercial lines of credit totaled $5.4 million. The Company believes it will
have sufficient funds available to meet its current originations and other
lending commitments. Certificates of deposit scheduled to mature in one year or
less from December 31, 1998 totaled $64.8 million. Based on historical
experience and pricing strategy, management believes that a significant portion
of such deposits will remain with the Bank.
At December 31, 1998, the Company had cash and due from banks of $10.5 million
and securities available for sale of $149.5 million. Management believes these
amounts, together with the Company's borrowing capabilities, to be more
than adequate to meet its short-term cash needs.
<PAGE>
REGULATORY CAPITAL POSITION
The Bank is subject to minimum regulatory capital requirements imposed by the
Federal Deposit Insurance Corporation which vary according to an institution's
capital level and the composition of its assets. An insured institution is
required to maintain Tier I capital of not less than 3.00% of total assets plus
an additional amount of at least 100 to 200 basis points ("leverage capital
ratio"). An insured institution must also maintain a ratio of total capital to
risk-based assets of at least 8.00%. Although the minimum leverage capital ratio
is 3.00%, the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") stipulates that an institution with less than a 4.00% leverage
capital ratio is deemed to be an "undercapitalized" institution, which results
in the imposition of regulatory restrictions. The Bank's capital ratios qualify
it to be deemed "well capitalized" under FDICIA. In addition, the Company's
capital ratios exceed the minimum regulatory capital requirements imposed by the
Federal Reserve Board, which are substantially similar to the requirements of
the FDIC. See Note 13 to the Notes to Consolidated Financial Statements for the
Bank's and the Company's regulatory capital position as of December 31, 1998 and
May 31, 1998.
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of the inability of certain computer systems
to recognize the year 2000. Many existing computer programs and systems were
initially programmed with six digit dates that provided only two digits to
identify the calendar year in the date field without considering the upcoming
change in the century. As a result, such programs and systems may recognize a
date using "00" as the year 1900 instead of the year 2000, which could result in
system failures or miscalculations. Like most financial service providers, the
Company and its operations may be significantly affected by the Year 2000 issue
due to the nature of financial information. Software, hardware and equipment
both within and outside the Company's direct control and with whom the Company
electronically or operationally interfaces (i.e., third party vendors providing
data processing, information system management, maintenance of computer systems
and credit bureau information) are likely to be affected. Furthermore, if
computer systems are not adequately changed to identify the year 2000, many
computer applications could fail or create erroneous results. As a result, many
calculations which rely upon the date field information, such as interest,
payment or due dates and other operating functions, may generate results which
could be significantly misstated, and the Company could experience a temporary
inability to process transactions, send invoices or engage in similar normal
business activities. In addition, under certain circumstances, failure to
adequately address the Year 2000 issue could adversely affect the viability of
the Company's suppliers and creditors and the creditworthiness of its borrowers.
Thus, if not adequately addressed, the Year 2000 issue could result in a
material adverse impact upon the Company's products, services and competitive
condition and, therefore, its results of operations, and could be deemed to
imperil the safety and soundness of the Bank.
The FDIC, the Bank's primary federal regulator, along with the other federal
bank regulatory agencies, has published substantive guidance on the Year 2000
issue and has included Year 2000 compliance as a substantive area of
examination. These publications, in addition to providing guidance as to
examination criteria, have outlined requirements for the creation and
implementation of a compliance plan and target dates for testing and
implementation of corrective actions. As a result of the oversight by and
authority vested in the federal bank regulatory agencies, a financial
institution that does not become Year 2000 compliant could be subject to
administrative remedies similar to those imposed on financial institutions
otherwise found not to be operating in a safe and sound manner, including
remedies available under prompt corrective action regulations.
The Company has developed and is implementing a plan (the "Plan") to address the
Year 2000 issue and its effects on the Company. The Plan includes five
components which address issues involving awareness, assessment, renovation,
validation and implementation. The Company has completed the awareness,
assessment and renovation phases of the Plan. During the awareness and
assessment phases of the Plan, the Company inventoried all material information
systems and those of third-party vendors. The Company is now actively involved
in the validation and implementation phases of the Plan. Under regulatory
guidelines issued by the federal banking regulators, the Bank and the Company
are required to substantially complete testing of core mission critical internal
systems by March 31, 1999, and testing of both internally and externally
supplied systems must be complete, and all renovation must be substantially
complete, by June 30, 1999. In accordance with those guidelines, the Company
will complete testing of its mission critical systems prior to March 31, 1999.
The Company expects to meet the deadlines noted above.
As part of the Plan, the Company has had formal communications with all of its
significant suppliers to determine the extent to which the Company is vulnerable
to those third parties' failure to remedy their own Year 2000 issue and has
<PAGE>
been following the progress of those vendors with their Year 2000 compliance
status. The Company presently believes that with modifications to existing
software and conversions to new software and hardware where necessary, the Year
2000 issue will be mitigated without causing a material adverse impact on the
operations of the Company or the Bank. At this time, the Company anticipates
most of its hardware and software to become Year 2000 compliant, tested and
operational within the FDIC's suggested time frame. However, if such
modifications and conversions are not made, or are not timely completed, the
Year 2000 issue could have an impact on the operations of the Company or the
Bank.
Despite its best efforts to ensure Year 2000 compliance, it is possible that one
or more of the Company's internal or external systems may fail to operate or to
operate correctly. At this time, while the Company expects to become Year 2000
compliant, the probability of such likelihood cannot be determined. In the event
that system failures related to the Year 2000 issue occur, the Company has
developed contingency plans, which involve, among other actions, utilization of
an alternate service provider or alternate products available through the
current vendor.
The Company has reviewed its customer base to determine whether they pose
significant Year 2000 risks. The Company's customer base consists primarily of
individuals who utilize the Company's services for personal, household or
consumer uses. Individually, such customers are not likely to pose significant
Year 2000 risks directly. It is not possible at this time to gauge the indirect
risks which could be faced if the employers of such customers encounter
unresolved Year 2000 issues.
Monitoring and managing the Year 2000 issue will result in additional direct and
indirect costs to the Company. Direct costs include potential charges by
third-party software vendors for product enhancements, costs involved in testing
software products for Year 2000 compliance and any resulting costs for
developing and implementing contingency plans for critical software products
that are not enhanced. Indirect costs will principally consist of time devoted
by existing employees in monitoring software vendor progress, testing enhanced
software products and implementing any necessary contingency plans. The Company
estimates that total costs related to the Year 2000 issue will not exceed
$165,000. Both direct and indirect costs of addressing the Year 2000 issue will
be charged to earnings as incurred. To date, over 76% of the total estimated
costs associated with the Year 2000 have already been expensed.
IMPACT OF INFLATION AND CHANGING PRICES
The Financial Statements and Notes thereto presented herein have been prepared
in accordance with generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical
dollars without considering the changes in the relative purchasing power of
money over time due to inflation. Unlike industrial companies, nearly all of the
assets and liabilities of the Bank are monetary in nature. As a result, interest
rates have a greater impact on the Bank's performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the price of goods and services.
IMPACT OF NEW ACCOUNTING STANDARDS
See Note 1 to Notes to the Consolidated Financial Statements.
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item appears under the caption "Management of
Interest Rate Risk" under Item 7 above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
ASSETS DECEMBER 31, MAY 31, MAY 31,
1998 1998 1997
--------- -------- --------
<S> <C> <C> <C>
ASSETS:
Cash on hand and in banks...................... $ 10,511,429 $ 11,190,124 $ 10,366,711
Federal funds sold......................... -- -- 1,315,000
Securities-
Available-for-sale, at fair value.......... 149,490,983 163,425,416 120,301,288
Held-to-maturity, at amortized cost (fair value
of $5,967,296, $7,276,933 and $6,116,184,
respectively).............................. 5,998,931 7,323,818 6,091,684
----------- ----------- -----------
Total securities................... 155,489,914 170,749,234 126,392,972
----------- ----------- -----------
Mortgage loans, net............................ 194,596,355 148,242,725 97,440,203
Mortgage loans held-for-sale................... 13,736,722 17,237,483 4,831,500
Other loans, net............................... 53,130,139 47,184,643 36,051,438
Mortgage servicing rights...................... 1,463,503 1,051,496 835,079
Accrued interest receivable.................... 2,505,976 2,462,632 2,096,627
Federal Home Loan Bank stock................... 4,632,800 3,392,500 1,731,300
Bank premises and equipment, net............... 6,173,210 3,105,380 2,425,831
Other real estate owned, net................... 370,772 409,363 223,782
Other assets................................... 2,527,833 5,368,319 2,834,743
----------- ----------- -----------
Total assets....................... $ 445,138,653 $ 410,393,899 $ 286,545,186
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits....................................... $ 246,886,382 $ 222,721,609 $ 221,211,137
Mortgage escrow funds.......................... 1,965,266 2,265,878 1,397,584
Securities sold under agreements to repurchase. 25,310,000 27,190,000 23,090,000
Federal Home Loan Bank advances................ 79,480,000 62,850,000 5,250,000
Accrued expenses and other liabilities......... 7,259,910 9,216,802 7,482,034
----------- ----------- -----------
Total liabilities.................... 360,901,558 324,244,289 258,430,755
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 14)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
5,000,000 shares authorized; none issued... -- -- --
Common stock, $.01 par value; 15,000,000
shares authorized; 6,606,548
shares issued.............................. 66,065 66,065 --
Additional paid-in capital..................... 63,374,087 63,386,358 --
Retained earnings - subject to restrictions.... 30,457,837 29,355,454 27,494,509
Accumulated other comprehensive
income, net.............................. 1,726,918 1,164,946 619,922
Less- Unallocated common stock held
by ESOP.................................. (7,207,901) (7,823,213) --
Less- Unearned common stock held by RRP.... (4,179,911) -- --
----------- ----------- -----------
Total stockholders' equity........... 84,237,095 86,149,610 28,114,431
----------- ----------- -----------
Total liabilities and
stockholders' equity............... $ 445,138,653 $ 410,393,899 $ 286,545,186
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SEVEN FOR THE YEAR ENDED MAY 31,
MONTHS ENDED ______________________________________
DECEMBER 31, 1998 1998 1997 1996
------------- -------- -------- --------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest on mortgage loans.................. $ 7,997,827 $ 10,191,223 $ 7,151,702 $ 8,098,219
Interest on other loans..................... 2,601,115 3,772,844 3,457,460 2,833,349
Interest on securities...................... 6,692,647 9,605,844 10,049,163 6,728,913
Interest on federal funds sold.............. -- 172,638 14,504 321,903
Interest on short-term money market
instruments............................... 19,122 34,116 18,290 34,870
---------- ---------- ---------- ----------
Total interest income........... 17,310,711 23,776,665 20,691,119 18,333,036
---------- ---------- ---------- ----------
INTEREST EXPENSE:
Time deposits............................... 2,014,269 3,822,525 3,984,829 5,108,712
Money market deposits....................... 732,363 848,801 882,979 936,218
Savings deposits............................ 1,554,955 2,549,228 2,550,704 2,580,121
Mortgagors' escrow funds.................... 62,905 93,689 49,588 68,165
Borrowed funds.............................. 3,195,698 2,657,220 1,908,062 23,882
---------- ---------- ---------- ----------
Total interest expense.......... 7,560,190 9,971,463 9,376,162 8,717,098
---------- ---------- ---------- ----------
Net interest income............. 9,750,521 13,805,202 11,314,957 9,615,938
PROVISION FOR LOAN LOSSES....................... (291,550) (592,450) (130,000) (140,000)
---------- ---------- ---------- ----------
Net interest
Income after provision for loan losses...... 9,458,971 13,212,752 11,184,957 9,475,938
---------- ---------- ---------- ----------
OTHER INCOME (LOSS):
Service and fee income...................... 1,422,223 2,134,419 1,915,139 1,767,610
Securities transactions..................... 560,927 742,248 816,304 356,266
Net gain on sale of loans................... 139,699 94,036 137,403 118,807
Other income (loss)......................... 6,458 169,198 (89,079) (158,713)
---------- ---------- ---------- ----------
Total other income, net......... 2,129,307 3,139,901 2,779,767 2,083,970
---------- ---------- ---------- ----------
OTHER EXPENSES:
Salaries and employee benefits.............. 4,314,391 5,870,423 5,255,869 5,049,942
ESOP and RRP benefits....................... 921,630 729,529 -- --
FDIC insurance.............................. 16,679 27,836 12,447 53,226
Occupancy................................... 648,892 1,219,397 1,307,727 1,237,485
Data processing............................. 500,222 672,484 639,654 483,572
Advertising................................. 282,072 159,797 152,529 129,227
Professional fees........................... 578,954 583,311 240,513 325,392
Contribution to The Warwick Savings
Foundation................................ -- 1,924,230 -- --
Other....................................... 1,524,117 2,000,434 1,734,616 1,791,244
---------- ---------- ---------- ----------
Total other expenses............ 8,786,957 13,187,441 9,343,355 9,070,088
---------- ---------- ---------- ----------
Income before provision for
income taxes.................. 2,801,321 3,165,212 4,621,369 2,489,820
PROVISION FOR INCOME TAXES...................... 1,153,897 1,304,267 1,755,866 1,024,240
---------- ---------- ---------- ----------
Net Income.................................. $ 1,647,424 $ 1,860,945 $ 2,865,503 $ 1,465,580
========== ========== ========== ==========
WEIGHTED AVERAGE:
Common shares............................... 5,943,073 6,112,610 N/A N/A
Dilutive stock options...................... -- -- N/A N/A
---------- ----------
5,943,073 6,112,610 N/A N/A
========== ==========
EARNINGS PER SHARE SINCE
CONVERSION:
Basic....................................... $ .28 $ .10 N/A N/A
========== ==========
Diluted..................................... $ .28 $ .10 N/A N/A
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
ACCUMULATED UNALLOCATED UNEARNED
OTHER COMMON COMMON
COMMON ADDITIONAL RETAINED COMPREHENSIVE STOCK HELD BY STOCK HELD COMPREHEN-
STOCK PAID-IN CAPITAL EARNINGS INCOME, NET NET ESOP BY RRP SIVE INCOME
----- --------------- -------- ----------- -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, MAY 31, 1995 $ -- $ -- $ 23,163,426 $ (87,288) $ -- $ --
Net income............ -- -- 1,465,580 -- -- -- $1,465,580
Unrealized appreciation on
securities
available-for-sale, net -- -- -- 228,755 228,755
-------- ---------- ------------- --------- --------- ---------- ----------
Comprehensive income $1,694,335
==========
BALANCE, MAY 31, 1996 -- -- 24,629,006 141,467 -- --
Net income............ -- -- 2,865,503 -- -- -- $2,865,503
Unrealized appreciation on
securities
available-for-sale, net -- -- -- 478,455 478,455
-------- ---------- ---------- --------- --------- ---------- ----------
Comprehensive income
$3,343,958
==========
BALANCE, MAY 31, 1997 -- -- 27,494,509 619,922 -- --
Net Income............ -- -- 1,860,945 -- -- -- $1,860,945
Unrealized appreciation
on securities
available-for-sale, net -- -- -- 545,024 -- -- 545,024
----------
Comprehensive income -- -- -- -- -- -- $2,405,969
==========
Issuance of 6,414,125
shares of $.01 par value
common stock in initial
public offering, net of
conversion related
expenses.......... 64,141 61,421,084 -- -- -- --
Issuance of 192,423
shares of $.01
par value common
stock to The Warwick
Savings Foundation 1,924 1,922,306 -- -- -- --
Purchase of common
stock by ESOP -- -- -- -- (8,509,774) --
Allocation of ESOP stock -- 42,968 -- -- 686,561 --
-------- ---------- ---------- --------- ---------- --------- ----------
BALANCE, MAY 31, 1998 66,065 63,386,358 29,355,454 1,164,946 (7,823,213) --
Net income............ -- -- 1,647,424 -- -- -- $1,647,424
Unrealized appreciation
on securities-
available-for-sale, net -- -- -- 561,972 -- -- 561,972
----------
Comprehensive income -- -- -- -- -- -- $2,209,396
==========
Allocation of ESOP stock -- (12,271) -- -- 615,312 --
Cash dividends paid -- -- (545,041) -- -- --
Purchase of common stock
by RRP............ -- -- -- -- -- (4,635,038)
Earned portion of RRP..... -- -- -- -- -- 455,127
-------- ----------- ----------- ----------- ----------- ---------
BALANCE, DECEMBER 31, 1998 $66,065 $63,374,087 $30,457,837 $ 1,726,918 $(7,207,901) $(4,179,911)
======== =========== =========== =========== =========== =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SEVEN FOR THE YEAR ENDED MAY 31,
MONTHS ENDED ____________________________________
DECEMBER 31, 1998 1998 1997 1996
------------- ------- ------- -------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,647,424 $ 1,860,945 $ 2,865,503 $ 1,465,580
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation 302,698 455,354 459,171 428,008
Charitable contribution of Warwick
Community Bancorp, Inc. common
stock to The Warwick Savings Foundation -- 1,924,230 -- --
Amortization of premium /(accretion) of
discount on investment securities 152,097 (822,694) 74,453 (12,413)
Net increase in accrued interest receivable (43,344) (366,005) (154,589) 140,166
Net (increase) decrease in mortgage
servicing rights and other assets 2,467,070 (2,935,574) 4,111,000 (2,165,524)
Provision for loan losses 291,550 592,450 130,000 140,000
Net gain on sales of loans (139,699) (94,036) (137,403) (118,807)
Net gain on sale of securities (560,927) (742,249) (816,304) (356,266)
Net increase (decrease) in accrued
interest payable (750,248) 274,104 10,496 (174,460)
Net increase (decrease) in accrued expenses
and other liabilities (1,206,644) 1,460,664 706,750 1,539,027
---------- ----------- ---------- -----------
Net cash provided by operating
activities 2,159,977 1,607,189 7,249,077 885,311
---------- ----------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and calls of securities 2,870,000 32,800,000 12,424,922 39,576,296
Purchases of securities (65,108,278) (155,073,028) (70,743,474) (108,398,408)
Proceeds from sales of trading securities
and securities available-for-sale 62,251,711 63,117,707 66,376,202 31,727,463
Principal repayments from mortgage-backed
securities 16,012,368 16,446,960 10,469,393 3,637,431
Purchases of Federal Home Loan Bank stock (1,240,300) (1,661,200) (553,200) (267,600)
Net (increase) decrease in loans (48,619,389) (74,341,710) (29,187,635) 14,537,389
Purchases of banking premises and equipment, net (3,509,305) (1,128,283) (240,610) 60,174
---------- ----------- ---------- -----------
Net cash used in investing
activities (37,343,193) (119,839,554) (11,454,402) (19,127,255)
---------- ----------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits 24,164,773 1,510,472 (11,649,533) (882,800)
Net increase (decrease) in mortgage escrow funds (300,612) 868,294 395,059 3,051,380
Increase in borrowed funds 14,750,000 61,700,000 20,040,000 8,300,000
Cash dividends paid on common stock (545,041) -- -- --
Purchase of common stock by ESOP -- (8,509,774) -- --
ESOP allocation 615,312 686,561 -- --
Proceeds from issuance of common stock -- 64,141,250 -- --
Payments for conversion costs -- (2,656,025) -- --
Purchase of common stock by RRP (4,635,038) -- -- --
Earned portion of RRP 455,127 -- -- --
---------- ----------- ---------- -----------
Net cash provided by financing
activities 34,504,521 117,740,778 8,785,526 10,468,580
---------- ----------- ---------- -----------
Increase (decrease) in cash and
cash equivalents (678,695) (491,587) 4,580,201 (7,773,364)
CASH AND CASH EQUIVALENTS, beginning of year 11,190,124 11,681,711 7,101,510 14,874,874
---------- ----------- ---------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 10,511,429 $ 11,190,124 $ 11,681,711 $ 7,101,510
============ =========== ========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for-
Interest on deposits and borrowed
funds $ 8,310,438 $ 9,697,360 $ 9,365,666 $ 8,891,558
Income taxes 2,803,896 1,312,041 2,117,500 --
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a description of the significant accounting policies
followed by Warwick Community Bancorp, Inc. and subsidiary (the "Company")
in the preparation of its consolidated financial statements:
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, The Warwick Savings Bank (the
"Bank"). All significant intercompany balances and transactions are
eliminated in consolidation.
As more fully discussed in Note 2, Warwick Community Bancorp, Inc., a
Delaware corporation, was organized by the Bank for the purpose of
acquiring all of the capital stock of the Bank pursuant to the conversion
of the Bank from a New York chartered mutual savings bank to a New York
chartered stock savings bank. The Company is subject to the financial
reporting requirements of the Securities Exchange Act of 1934, as amended.
CHANGE OF FISCAL YEAR
During 1998 the Company changed its fiscal year from May 31 to December 31.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
In preparing the consolidated financial statements, management is required
to make estimates and assumptions that affect the reported assets and
liabilities as of the date of the consolidated statements of financial
condition. The same is true of revenues and expenses reported for the
period. Actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS
The Company generally considers short-term instruments, with original
maturities of three months or less, measured from their acquisition date,
and highly liquid instruments readily convertible to known amounts of cash
to be cash
equivalents.
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, amounts due from banks and federal funds sold. Generally,
federal funds sold are sold for one-day periods.
SECURITIES
The Company classifies its securities as trading securities,
available-for-sale securities, or held-to-maturity securities in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." Trading
securities are debt and equity securities that are bought principally for
the purpose of selling them in the near term, and securities classified as
held-to-maturity consist of debt securities which the Company has the
positive intent and ability to hold to maturity and are carried at
amortized cost. Securities considered neither trading nor held-to-maturity
are classified as available-for-sale securities and are carried at fair
value with unrealized gains and losses excluded from earnings and reported
as a separate component of stockholders' equity (net of related deferred
taxes). Trading securities are carried at fair value with unrealized gains
and losses included in earnings.
Federal Home Loan Bank stock is considered restricted stock under SFAS No.
115 and, accordingly, is carried at cost.
<PAGE>
LOANS
Loans are stated at the principal amount outstanding, net of unearned
income. Loans are placed on non-accrual status when management has
determined that the borrower will be unable to meet contractual principal
or interest obligations or when unsecured interest or principal payments
are 90 days past due. When a loan is classified as non-accrual, the
recognition of interest income ceases. Interest previously accrued and
remaining unpaid is reversed against income. Cash payments received are
applied to principal and interest income is not recognized unless
management determines that the financial condition and payment record of
the borrower warrant the recognition of income.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is a significant estimate based upon
management's periodic evaluation of the loan portfolio under current
economic conditions, considering factors such as the Company's past loss
experience, known and inherent risks in the portfolio, adverse situations
that may affect the borrower's ability to repay, and the estimated value of
the underlying collateral. Establishing the allowance for loan losses
involves significant management judgment, utilizing the best available
information at the time of review. Those judgments are subject to further
review by various sources, including the Bank's regulators. While
management estimates loan losses using the best available information,
future adjustments to the allowance may be necessary based on changes in
economic and real estate market conditions, further information obtained
regarding known problem loans, the identification of additional problem
loans, and other factors.
SFAS No. 114 defines an impaired loan as a loan for which it is probable,
based on current information, that the lender will not collect all amounts
due under the contractual terms of the loan agreement. The Company applies
the impairment criteria to all loans, except for large groups of smaller
balance homogenous loans that are collectively evaluated for impairment,
such as residential mortgage and consumer installment loans. At December
31, 1998 and May 31, 1998 and 1997, in addition to the non-accrual loans
discussed in Notes 4 and 5, there were $544,953, $630,946 and $504,265,
respectively, of loans identified by the Company as impaired, as defined
under SFAS No. 114, with no specific reserves for losses.
MORTGAGE LOANS HELD-FOR-SALE
Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or estimated fair value in the aggregate, with
net unrealized losses (if any) reported in earnings. Realized gains and
losses on
sales of loans are based on the cost of the specific loans sold.
LOAN ORIGINATION FEES AND RELATED COSTS
Loan fees and certain direct loan origination costs are deferred, and the
net fee or cost is recognized in income using the level-yield method over
the contractual life of the loans. Unamortized fees and costs on loans sold
or prepaid prior to contractual maturity are recognized as an adjustment to
income in the year such loans are sold or
prepaid.
MORTGAGE SERVICING RIGHTS
The cost of mortgage servicing rights (purchased or originated rights with
related loans sold) is amortized in proportion to, and over the period of,
estimated net servicing revenues. Impairment of mortgage servicing rights
is assessed based on the fair value of those rights. For purposes of
measuring impairment, the servicing rights are stratified based on the
following predominant risk characteristics of the underlying loans: (a)
loan type and (b) origination or securitization date.
<PAGE>
BANK PREMISES AND EQUIPMENT
Bank premises and equipment are carried at cost less accumulated
depreciation and amortization. Depreciation is computed on the
straight-line method over the estimated useful lives of the related assets.
Equipment under capital leases is amortized on the straight-line method
over the shorter of the lease term or the estimated useful life of the
asset. Repairs and maintenance, as well as renewals and replacements of a
routine nature, are expensed while costs incurred to improve or extend the
life of existing assets are capitalized.
OTHER REAL ESTATE OWNED
Other real estate owned ("OREO") represents properties acquired through
legal foreclosure. Prior to transferring a real estate loan to OREO, the
loan is written down to the lower of the recorded investment in the loan or
the fair value of the property. Any resulting write-downs are charged to
the allowance for loan losses. Thereafter, the property is carried at the
lower of cost or fair value less costs to sell, with any adjustments
recorded as an increase or decrease to the allowance for losses on OREO.
INTEREST INCOME
Interest income includes interest income on loans and investment securities
and dividend income received on investment securities.
The operations of the Company are substantially dependent on its net
interest income, which is the difference between the interest income earned
on its interest-earning assets and the interest expense paid on its
interest-bearing liabilities. Like most savings institutions, the Company's
earnings are affected by changes in market interest rates and the economic
factors beyond its control. Decreases in the Company's average interest
rate spread could adversely affect the Company's net interest income.
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
effects attributable to "temporary differences" (differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases) and tax loss and tax credit carry forwards.
Deferred tax assets are reduced by a valuation allowance if, based on an
analysis of available evidence, management determines that it is more
likely than not that some portion or all of the deferred tax assets will
not be realized. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
the temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax laws or
rates is recognized in income in the period that includes the enactment
date of the change.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company follows AICPA Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans" ("SOP 93-6"), to account for
the Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP").
SOP 93-6 requires that compensation expense be recognized for shares
committed to be released to directly compensate employees equal to the fair
value of the shares committed. In addition, SOP 93-6 requires that
leveraged ESOP debt and related interest expense be reflected in the
employer's financial statements. The application of SOP 93-6 will result in
fluctuations in compensation expense as a result of changes in the fair
value of the Company's common stock; however, any such compensation expense
fluctuations will result in an offsetting adjustment to paid-in capital.
Therefore, total capital will not be affected.
<PAGE>
STOCK OPTIONS
The Company follows SFAS No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 applies to all transactions in which an entity
acquires goods or services by issuing equity instruments or by incurring
liabilities where the payment amounts are based on the entity's common
stock price, except for employee stock ownership plans. SFAS No. 123
established a fair value-based method of accounting for stock-based
compensation arrangements with employees, rather than the intrinsic
value-based method that is contained in Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued Employees" ("APB No. 25"). SFAS No.
123 does not require an entity to adopt the new fair value-based method for
purposes of preparing its basic financial statements; an entity is allowed
to continue to use the APB No. 25 method for preparing its basic financial
statements. The Company has chosen to continue to use the APB No. 25
method; however, SFAS No. 123 requires presentation of pro forma net income
and earnings per share information, in the notes to the financial
statements, as if the fair value-based method had been adopted.
EARNINGS PER SHARE
The Company adopted SFAS No. 128, "Earnings Per Share." Basic earnings per
share excludes dilution and is computed by dividing net income by the
weighted average number of common shares outstanding for the period,
adjusted for the unallocated portion of the shares held by the ESOP in
accordance with SOP 93-6 and unearned shares held by the RRP. Diluted
earnings per share, which reflects the potential dilution that could occur
if outstanding stock options were exercised and resulted in the issuance of
common stock that then shared in the earnings of the Company, is computed
by dividing net income by the weighted average number of common shares and
dilutive instruments. As of December 31, 1998 and May 31, 1998, the Company
has no securities that could be converted into common stock nor does the
Company have any contracts that could result in the issuance of common
stock.
COMPREHENSIVE INCOME
The Company adopted SFAS No. 130 "Reporting Comprehensive Income" in 1998.
All comparative financial statements provided for earlier periods have been
reclassified to reflect application of the provisions of this Statement.
Comprehensive income includes net income and all other changes in equity
during a period except those resulting from investment by owners and
distributions to owners. Other comprehensive income includes revenues,
expenses, gains, and losses that under generally accepted accounting
principles are included in comprehensive income but
excluded from net income.
Comprehensive income and accumulated other comprehensive income are
reported net of related income taxes. Accumulated other comprehensive
income for the Company consists solely of unrealized holding gains or
losses on available-for-sale securities.
PENSIONS AND OTHER POSTRETIREMENT BENEFITS
The Bank adopted SFAS No. 132, "Employer's Disclosures About Pensions and
other Postretirement Benefits." SFAS No. 132 only addresses disclosure and
does not change any of the measurement or recognition provisions provided
for in previously issued accounting standards. SFAS No. 132 did not affect
the Bank's results of operations or financial condition.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which is effective prospectively for the Company on January 1, 2000. SFAS
No. 133 standardizes the accounting for derivative instruments, including
certain derivative instruments embedded in other contracts. Under SFAS No.
133, entities are required to carry all derivative instruments in the
statement of financial position at fair value. The accounting for changes
in the fair value (i.e., gains or losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of a
<PAGE>
hedging relationship and, if so, on the reason for holding it. If certain
conditions are met, entities may elect to designate a derivative instrument
as a hedge of exposures to change in fair values, cash flows or foreign
currencies. If the hedge exposure is a fair value exposure, the gain or
loss on the derivative instrument is recognized in earnings in the period
of change together with the offsetting loss or gain on the hedge item
attributable to the risk being hedged. If the hedged exposure is a cash
flow exposure, the effective portion of the gain or loss on the derivative
instrument is reported initially as a component of other comprehensive
income (outside earnings) and subsequently reclassified into earnings when
the forecasted transaction affects earnings. Any amounts excluded from the
assessment of hedge effectiveness as well as the ineffective portion of the
gain or loss is reported in earnings immediately. Accounting for foreign
currency hedges is similar to the accounting for fair value and cash flow
hedges. If the derivative instrument is not designated as a hedge, the gain
or loss is recognized in earnings in the period of change. The Company has
not determined the impact that SFAS No. 133 will have on its financial
statements.
In October 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained After the Securitization of Mortgage
Loans Held for Sale by a Mortgage Banking Enterprise." SFAS No. 134
conforms the subsequent accounting for securities retained after the
securitization of mortgage loans by a mortgage banking enterprise with the
subsequent accounting for securities retained after the securitization of
other types of assets by a nonmortgage banking enterprise. SFAS No. 134 is
effective for fiscal years beginning after December 15, 1998 and will not
impact the Company's accounting or disclosures.
RECLASSIFICATIONS
Certain reclassifications were made to the accompanying May 31, 1998 and
1997 financial statements to conform
to December 31, 1998 presentation.
2. CONVERSION TO STOCK FORM OF OWNERSHIP
On July 10, 1997, the Board of Trustees of the Bank adopted a proposed Plan
of Conversion ("Plan") to convert the Bank from a New York mutual savings
bank to a New York stock savings bank and to become a wholly owned
subsidiary of the Company. The Company completed its initial public
offering on December 23, 1997 and sold 6,414,125 shares of common stock,
resulting in proceeds of $61,485,225 net of expenses totaling $2,656,025.
The Company used $30,742,613, or 50%, of the net proceeds to purchase all
of the outstanding stock of the Bank. The Company also loaned $8,509,774 to
the ESOP, which purchased 528, 523 shares of the Company's stock.
As part of the Plan, the Bank and the Company formed The Warwick Savings
Foundation and donated 192,423 shares of the Company's common stock valued
at $1,924,230. The Company recorded a contribution expense charge and a
corresponding deferred tax benefit of $769,692 for this donation. The
formation of this private charitable foundation is to further the Bank's
commitment to the communities that it serves.
The Company may not declare or pay cash dividends on or repurchase any of
its shares of common stock if the effect thereof would cause stockholders'
equity to be reduced below applicable regulatory capital maintenance
requirements, the amount required for the liquidation account, or if such
declaration and payment would otherwise
violate regulatory requirements.
<PAGE>
3. SECURITIES
A summary of securities at December 31, 1998 and May 31, 1998 and 1997
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities available-for-sale:
Debt securities-
U.S. Government and agency
obligations $ 41,452,955 $ 405,865 $ -- $ 41,858,820
Industrial and financial 8,044,770 185,230 -- 8,230,000
Collateralized mortgage
obligations 17,976,540 127,369 -- 18,103,909
Mortgage-backed securities 61,302,215 846,005 (142,688) 62,005,532
----------- --------- -------- -----------
Total debt securities 128,776,480 1,564,469 (142,688) 130,198,261
Common stock 2,275,592 19,213 (353,955) 1,940,850
Preferred stock 1,111,654 8,596 -- 1,120,250
Mutual fund shares 14,449,062 1,828,467 (45,907) 16,231,622
----------- --------- -------- -----------
Total securities
available-for-sale 146,612,788 3,420,745 (542,550) 149,490,983
----------- --------- -------- -----------
Securities held-to-maturity:
U.S. Government and agency obligations 5,895,145 3,943 (37,500) 5,861,588
Obligations of state and political
subdivisions 103,786 1,922 -- 105,708
----------- --------- -------- -----------
Total securities
held-to-maturity 5,998,931 5,865 (37,500) 5,967,296
----------- --------- -------- -----------
Total securities $152,611,719 $ 3,426,610 $ (580,050) $155,458,279
=========== ========= ======== ===========
MAY 31, 1998
------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
----------- ---------- ---------- ----------
Securities available-for-sale:
Debt securities-
U.S. Government and agency
<S> <C> <C> <C> <C>
obligations $ 44,464,532 $ 433,987 $ (664,499) $ 44,234,020
Industrial and financial 822,419 28,270 -- 850,689
Collateralized mortgage obligations 19,592,884 6,060 (40,380) 19,558,564
Mortgage-backed securities 81,097,563 1,192,142 (137,495) 82,152,210
----------- --------- -------- -----------
Total debt securities 145,977,398 1,660,459 (842,374) 146,795,483
Common stock 582,215 -- (5,678) 576,537
Preferred stock 1,101,654 20,346 -- 1,122,000
Mutual fund shares 13,822,573 1,122,698 (13,875) 14,931,396
----------- --------- -------- -----------
Total securities
available-for-sale 161,483,840 2,803,503 (861,927) 163,425,416
----------- --------- -------- -----------
Securities held-to-maturity:
U.S. Government and agency obligations 6,658,864 14,551 (63,450) 6,609,965
Obligations of state and political
subdivisions 664,954 2,014 -- 666,968
----------- --------- -------- -----------
Total securities held-to-maturity 7,323,818 16,565 (63,450) 7,276,933
----------- --------- -------- -----------
Total securities $168,807,658 $ 2,820,068 $ (925,377) $170,702,349
============ =========== =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAY 31, 1997
------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities available-for-sale:
Debt securities-
U.S. Government and agency
obligations $ 29,901,648 $ 160,787 $ (40,877) $ 30,021,558
Public utilities 999,340 -- (7,710) 991,630
Industrial and financial 6,991,615 51,779 (5,700) 7,037,694
Collateralized mortgage obligations 2,695,832 -- (11,354) 2,684,478
Mortgage-backed securities 72,811,663 770,367 (310,970) 73,271,060
----------- --------- --------- -----------
Total debt securities 113,400,098 982,933 (376,611) 114,006,420
Preferred stock 203,518 1,011 (29) 204,500
Mutual fund shares 5,597,002 493,366 -- 6,090,368
----------- --------- --------- -----------
Total securities
available-for-sale 119,200,618 1,477,310 (376,640) 120,301,288
----------- --------- --------- -----------
Securities held-to-maturity:
U.S. Government and agency obligations 5,684,812 38,720 (16,932) 5,706,600
Obligations of state and political
subdivisions 406,872 2,712 -- 409,584
----------- --------- --------- -----------
Total securities held-to-maturity 6,091,684 41,432 (16,932) 6,116,184
----------- --------- --------- -----------
Total securities $125,292,302 $1,518,742 $(393,572) $126,417,472
=========== ========= ========= ===========
</TABLE>
A summary of the carrying value of debt securities at December 31, 1998 by
contractual maturity is shown below. Actual maturities may differ from
contractual maturities because certain security issuers may have the right to
call or prepay their obligations.
<TABLE>
<CAPTION>
AFTER ONE AFTER FIVE
ONE YEAR THROUGH THROUGH AFTER TEN
OR LESS FIVE YEARS TEN YEARS YEARS TOTAL
------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Available-for-sale-
U.S. Government and
agency obligations $ 1,004,690 $ 2,160,320 $ 17,214,110 $ 21,479,700 $ 41,858,820
Industrial and financial -- 787,500 -- 7,442,500 8,230,000
Collateralized mortgage
obligations -- -- -- 18,103,909 18,103,909
Mortgage-backed securities -- 7,824 993,395 61,004,313 62,005,532
------------ ------------ ------------ ------------ ------------
Total available-for-sale $ 1,004,690 $ 2,955,644 $ 18,207,505 $108,030,422 $130,198,261
============ ============ ============ ============ ============
Held-to-maturity-
U.S. Government and
agency obligations $ 895,145 $ -- $ -- $ 5,000,000 $ 5,895,145
Obligations of state and
political subdivisions -- 103,786 -- -- 103,786
------------ ------------ ------------ ------------ ------------
Total held-to-maturity $ 895,145 $ 103,786 $ -- $ 5,000,000 $ 5,998,931
============ ============ ============ ============ ============
</TABLE>
<PAGE>
Proceeds from sales of securities (trading and available-for-sale) are
summarized as follows:
<TABLE>
<CAPTION>
FOR THE SEVEN YEARS ENDED MAY 31,
MONTHS ENDED _____________________________________________
DECEMBER 31, 1998 1998 1997 1996
------------- -------- -------- --------
<S> <C> <C> <C> <C>
Proceeds from sales $62,251,711 $63,117,707 $66,376,202 $31,727,463
=========== =========== =========== ===========
Gross gains on sales $ 608,807 $ 922,582 $ 1,046,199 $ 545,577
=========== ========== =========== ===========
Gross losses on sales $ 47,880 $ 180,333 $ 229,895 $ 189,311
=========== ========= =========== ===========
</TABLE>
No securities held-to-maturity were sold during the seven months ended December
31, 1998 and the three years ended May 31, 1998.
4. MORTGAGE LOANS
A summary of mortgage loans at December 31, 1998 and May 31, 1998 and 1997
follows:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31, MAY 31,
1998 1998 1997
---------- --------- ----------
<S> <C> <C> <C>
Conventional 1-4 family residential
loans originated $ 165,329,367 $ 127,812,039 $ 79,096,961
Conventional 1-4 family residential
loans purchased 1,817,407 2,103,550 2,706,457
Loans partially guaranteed by VA or insured by FHA 641,317 594,827 748,520
Home equity loans 18,060,877 15,875,753 13,449,077
Construction loans 16,104,749 6,703,046 4,109,840
----------- ----------- -----------
201,953,717 153,089,215 100,110,855
Undisbursed portion of construction loans (6,303,688) (3,939,460) (2,117,833)
Net deferred loan fees (680,668) (535,434) (328,740)
Allowance for loan losses (373,006) (371,596) (224,079)
------------- ------------- -------------
$ 194,596,355 $ 148,242,725 $ 97,440,203
============= ============= =============
</TABLE>
The Bank has sold certain conventional mortgage loans without recourse and
has retained the related servicing rights. The remaining principal balances
of mortgage loans serviced for others, which are not included in the
accompanying consolidated financial statements, were approximately
$189,378,000, $144,283,000 and $122,311,000 at December 31, 1998 and May
31, 1998 and 1997, respectively.
Mortgage loans on non-accrual status at December 31, 1998 and May 31, 1998
and 1997 were approximately $631,000, $699,000 and $1,111,000,
respectively. Interest income that would have been recorded if the loans
had been performing in accordance with their original terms aggregated
approximately $90,000, $100,000, $93,000 and $54,000 during the seven
months ended December 31, 1998 and years ended May 31, 1998, 1997 and 1996,
respectively.
<PAGE>
5. OTHER LOANS
A summary of other loans at December 31, 1998 and May 31, 1998 and 1997
follows:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31 MAY 31,
1998 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Commercial $ 35,380,711 $ 34,113,671 $ 23,417,939
Automobile 13,787,879 8,351,918 7,738,516
Student 332,407 1,352,784 1,331,569
Credit card 1,295,868 1,239,391 1,334,548
Other consumer loans 3,345,476 3,025,549 3,053,852
---------- ---------- ----------
54,142,341 48,083,313 36,876,424
Net deferred loan costs 341,844 242,704 182,590
Allowance for loan losses (1,354,046) (1,141,374) (1,007,576)
---------- ---------- ----------
$ 53,130,139 $ 47,184,643 $ 36,051,438
============ ============ ============
</TABLE>
Commercial loans on non-accrual status at December 31, 1998 and May 31,
1998 and 1997 were approximately $55,000, $159,000 and $26,000,
respectively. Consumer loans in arrears three months or more were
approximately $33,000, $27,000 and $96,000 at December 31, 1998 and May 31,
1998 and 1997, respectively. Interest income that would have been recorded
if the loans had been performing in accordance with their original terms
was not material during the seven months ended December 31, 1998 and the
years ended May 31, 1998, 1997 and 1996.
6. ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
FOR THE SEVEN YEARS ENDED MAY 31,
MONTHS ENDED ____________________________________________
DECEMBER 31, 1998 1998 1997 1996
------------- -------- -------- ---------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 1,512,970 $ 1,231,655 $ 1,304,765 $ 1,206,486
Provision for loan losses 291,550 592,450 130,000 140,000
Charge-offs (98,752) (325,524) (213,042) (149,877)
Recoveries 21,284 14,389 9,932 108,156
--------- --------- --------- ---------
Balance at end of period $ 1,727,052 $ 1,512,970 $ 1,231,655 $ 1,304,765
=========== =========== =========== ===========
</TABLE>
7. MORTGAGE SERVICING RIGHTS
Mortgage servicing rights as of December 31, 1998 and May 31, 1998 and 1997
consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31, MAY 31,
1998 1998 1997
----------- ----------- ----------
<S> <C> <C> <C>
Mortgage Servicing Rights $ 1,586,734 $ 1,180,858 $ 885,992
Less-Accumulated amortization (123,231) (129,362) (50,913)
--------- --------- --------
$ 1,463,503 $ 1,051,496 $ 835,079
=========== =========== ===========
</TABLE>
The Bank capitalized originated mortgage servicing rights of $535,238,
$342,720 and $216,047 for the seven months ended December 31, 1998 and the
years ended May 31, 1998 and 1997, respectively.
<PAGE>
8. BANK PREMISES AND EQUIPMENT
A summary of bank premises and equipment at December 31, 1998 and May 31,
1998 and 1997 follows:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31, MAY 31,
1998 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Land $ 1,995,899 $ 1,169,109 $ 340,587
Buildings and improvements 4,151,428 2,745,075 2,720,751
Equipment 3,385,022 2,684,039 2,522,432
Furniture and fixtures 779,095 647,091 584,896
---------- --------- ---------
10,311,444 7,245,314 6,168,666
Less-Accumulated depreciation (4,138,234) (4,139,934) (3,742,835)
---------- --------- ---------
$ 6,173,210 $ 3,105,380 $ 2,425,831
============ ============ ============
</TABLE>
9. DEPOSITOR ACCOUNTS
Deposit account balances and stated interest rates at December 31, 1998 and
May 31, 1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31, MAY 31,
1998 DECEMBER 31, 1998 MAY 31, 1997 MAY 31,
STATED RATES 1998 STATED RATES 1998 STATED RATES 1997
--------- --------- -------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Demand checking accounts --% $ 33,380,334 --% $ 26,743,222 --% $ 23,854,838
Negotiable order of
withdrawal
accounts (NOW) 1.00-2.25 22,761,492 1.00-2.25 17,557,881 1.00-2.25 15,023,912
Savings accounts 2.00-3.25 82,696,147 2.00-3.25 80,650,580 3.00 80,175,311
Money market accounts 2.35-4.23 37,052,916 2.35-3.50 26,863,318 2.35-3.50 27,119,239
Time certificates 4.20-5.15 70,995,493 4.50-5.00 70,906,608 4.30-5.50 75,037,837
----------- ----------- -----------
Total deposits $246,886,382 $222,721,609 $221,211,137
============ ============ ============
</TABLE>
Time certificate balances at December 31, 1998 and May 31, 1998 and 1997
are summarized by remaining period to contractual maturity as follows:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31, MAY 31,
1998 1998 1997
---------- --------` ----------
<S> <C> <C> <C>
Under one year $64,390,436 $64,599,733 $69,248,768
One year to under three years 4,857,712 3,998,068 3,792,718
Three years and over 1,747,345 2,308,807 1,996,351
---------- ---------- ----------
$70,995,493 $70,906,608 $75,037,837
=========== =========== ===========
</TABLE>
The aggregate amount of time certificates in denominations of $100,000 or more
was approximately $5,983,000, $6,107,000 and $5,174,000 at December 31, 1998 and
May 31, 1998 and 1997, respectively.
<PAGE>
10. INCOME TAXES
The tax effects of temporary differences that give rise to the Bank's
deferred tax assets and deferred tax liabilities, on a combined basis, for
federal and state tax purposes at December 31, 1998 and May 31, 1998 and
1997, are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31, MAY 31,
1998 1998 1997
--------- ------- -------
(000'S OMITTED)
<S> <C> <C> <C>
Deferred tax assets:
Charitable contribution benefit $ 437 $ 496 $ --
Allowance for loan losses 650 620 504
Accrued post-retirement benefits 676 646 618
Other deductible temporary differences 235 49 141
------ ------ ------
Total gross deferred tax assets 1,998 1,811 1,263
------ ------ ------
Deferred tax liabilities:
Bad debt reserves for income tax purposes in
excess of the base-year reserves 269 289 289
Net unrealized gain on securities available-for-sale 1,179 755 438
Other taxable temporary differences 91 170 479
------ ------ ------
Total gross deferred tax liabilities 1,539 1,214 1,206
------ ------ ------
Net deferred tax asset (included in other assets) $ 459 $ 597 $ 57
====== ====== ======
</TABLE>
Management believes that it is more likely than not that it will realize
the net deferred tax asset.
Provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
SEVEN YEARS ENDED MAY 31,
MONTHS ENDED _________________________________________________
DECEMBER 31, 1998 1998 1997 1996
------------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Current:
Federal $ 757,888 $ 1,636,872 $ 1,302,494 $ 945,021
State 257,791 445,276 450,864 350,741
--------- --------- --------- ---------
1,015,679 2,082,148 1,753,358 1,295,762
--------- --------- --------- ---------
Deferred:
Federal 103,086 (614,224) 109,410 (198,026)
State 35,132 (163,657) (106,902) (73,496)
--------- --------- --------- ---------
138,218 (777,881) 2,508 (271,522)
--------- --------- --------- ---------
$ 1,153,897 $ 1,304,267 $ 1,755,866 $ 1,024,240
=========== =========== =========== ===========
</TABLE>
<PAGE>
The provision for income taxes for the seven months ended December 31, 1998
and the years ended May 31, 1998, 1997 and 1996 differs from that computed
at the federal statutory rate as follows:
<TABLE>
<CAPTION>
SEVEN YEARS ENDED MAY 31,
MONTHS ENDED _______________________________________
DECEMBER 31, 1998 1998 1997 1996
------------- --------- ----------- --------
<S> <C> <C> <C> <C>
Tax at federal statutory rate $ 952,449 $ 1,076,172 $ 1,571,265 $ 846,539
State taxes, net of federal income tax benefit 294,979 218,379 322,566 182,981
Reversal of New York State deferred taxes -- -- (164,817) --
Other (93,531) 9,716 26,852 (5,280)
--------- --------- --------- ---------
Total income tax expense $ 1,153,897 $ 1,304,267 $ 1,755,866 $ 1,024,240
=========== =========== =========== ===========
Effective rate 41.19% 41.21% 37.99% 41.14%
</TABLE>
As a thrift institution, the Bank is subject to special provisions in the
federal and New York State tax laws regarding its allowable tax bad debt
deductions and related tax bad debt reserves. These deductions historically
have been determined using methods based on loss experience or a percentage
of taxable income. Tax bad debt reserves are maintained for qualifying real
property loans and for non-qualifying loans in amounts equal to the excess
of allowable deductions over actual bad debt losses and other reserve
reductions. A supplemental reserve is also maintained. The qualifying and
non-qualifying loan reserves consist of a defined base-year amount, plus
additional amounts ("excess reserves") accumulated after the base year.
SFAS No. 109 requires recognition of deferred tax liabilities with respect
to such excess reserves, as well as any portion of the base-year amount or
the supplemental reserve which is expected to become taxable (or
"recaptured") in the foreseeable future.
Certain amendments to the federal tax bad debt provisions were enacted in
July 1996. The federal amendments include elimination of the
percentage-of-taxable-income method for tax years beginning after December
31, 1995 and imposition of a requirement to recapture into taxable income
(over a six-year period) the qualifying and qualifying qualifying loan
reserves in excess of the base-year amounts. However, such recapture
requirements were suspended for each of the two successive taxable years
beginning January 1, 1996 in which the Bank originates a minimum amount of
certain residential loans during such years that is not less than the
average of the principal amounts of such loans made by the Bank during its
six taxable years preceding January 1, 1996. The Bank previously
established, and will continue to maintain, a deferred tax liability with
respect to such excess federal reserves.
The New York State amendments enacted in August of 1996 redesignate the
Bank's State bad debt reserves at May 31, 1997 as the base-year amount and
also provide for future additions to the base-year reserve using the
percentage-of-taxable-income method, subject to certain limitations. This
change effectively eliminated the excess New York State reserves for which
a deferred tax liability had been recognized, and accordingly, the Bank
reduced its deferred tax liability by $164,817 (with a corresponding
reduction in income tax expense) during the year ended May 31, 1997.
In accordance with SFAS No. 109, deferred tax liabilities have not been
recognized with respect to the base-year and supplemental reserves, since
the Bank does not expect that these amounts will become taxable in the
foreseeable future. Under the tax laws as amended, events that would result
in taxation of these reserves include: (i) reductions in the reserves for
purposes other than tax bad debt losses, (ii) failure of the Bank to
maintain a specified qualifying-assets ratio or meet other thrift
definition tests for New York State tax purposes and (iii) certain stock
redemptions, partial or complete liquidation or distribution in excess of
post-1951 earnings and profits. The reserve balance of $4,713,000 at
December 31, 1987 has not been subject to deferred taxes.
<PAGE>
11. BENEFIT PLANS
PENSION PLAN
All eligible employees of the Bank are included in a noncontributory
defined benefit pension plan administered by Actuarial Pension Analysts,
Inc. Under the terms of the Pension Plan, participants vest 100% upon
completion of five years of service as defined in the plan document. The
Bank's policy is to fund the consulting actuary's
recommended contribution.
The following table sets forth the Pension Plan's change in benefit
obligation:
DECEMBER 31, MAY 31,
1998 1998
---------- ---------
Benefit obligation at beginning of period $ 4,551,471 $ 4,119,052
Service cost 94,760 277,347
Interest cost 113,093 302,451
Benefits paid (44,372) (147,379)
--------- ---------
Benefit obligation at end of period $ 4,714,952 $ 4,551,471
=========== ===========
The following table sets forth the Pension Plan's change in Plan Assets:
<TABLE>
<CAPTION>
DECEMBER 31, MAY 31,
1997 1998
---------- ----------
<S> <C> <C>
Fair value of Plan Assets at beginning of period $ 5,820,424 $ 4,990,430
Actual return on Plan Assets (288,905) 963,112
Benefits paid (44,372) (133,118)
--------- ---------
Fair value of Plan Assets at end of period $ 5,487,147 $ 5,820,424
========= =========
Funded status $ 772,195 $ 1,268,953
Unrecognized prior service cost (36,759) (38,937)
Unrecognized actuarial gain (641,225) (1,096,860)
--------- ---------
Prepaid cost $ 94,211 $ 133,156
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
SEVEN YEARS ENDED MAY 31,
MONTHS ENDED ___________________________________
DECEMBER 31, 1998 1998 1997 1996
------------ -------- --------- --------
<S> <C> <C> <C> <C>
Net pension cost includes the following components:
Service costs--benefits earned
during the period $ 94,760 $ 277,347 $ 228,068 $ 176,483
Interest cost on projected benefit obligation 113,093 302,451 275,763 266,739
Actual return on assets (166,730) (393,466) (357,442) (321,582)
Amortization of transition assets (4,356) (21,266) (33,311) (33,311)
Amortization of prior service cost 2,178 (6,534) (6,534) (6,024)
-------- -------- -------- --------
Net pension cost $ 38,945 $ 158,532 $ 106,544 $ 82,305
========= ========= ========= =========
Major assumptions utilized as follows:
Discount rate 7.50% 7.50% 7.50% 7.50%
Rate of increase in compensation levels 5.50 5.50 5.50 5.50
Expected long-term rate of return
on Plan assets 8.00 8.00 8.00 8.00
</TABLE>
<PAGE>
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Bank also provides postretirement health care (medical and dental)
benefits and life insurance benefits to certain retirees if they meet
certain age and length of service requirements prior to retirement. For
retirees who retire after April 24, 1996, the continuation of such benefits
is conditioned upon the retiree contributing a portion of the cost of such
benefits. For retirees who have retired before April 25, 1996, such
benefits are not conditioned upon retiree contributions.
At December 31, 1998, the actuarial and accrued liabilities for
postretirement health care and life insurance benefits, none of which have
been funded, were as follows:
DECEMBER 31,
1998
--------
Accumulated Postretirement Benefit Obligation (APBO):
APBO at beginning of period $ 1,273,995
Service cost 36,872
Interest cost 53,311
Actuarial loss 63,335
Benefits paid (556)
---------
APBO at end of period $ 1,426,957
===========
Funded status as of December 31, 1998:
Funded status $ 1,426,957
Unrecognized net actuarial loss (37,836)
Unrecognized prior service cost 260,780
---------
Accrued postretirement benefit cost $ 1,649,901
===========
Effect of 1% increase in health care cost trend rate--
accumulated postretirement benefit obligation $ 207,000
===========
Effect of 1% decrease in health care cost trend rate--
accumulated postretirement benefit obligation $ (168,500)
===========
Net periodic postretirement benefit cost is included in the following
components:
<TABLE>
<CAPTION>
SEVEN YEARS ENDED MAY 31,
MONTHS ENDED __________________________________
DECEMBER 31, 1998 1998 1997 1996
----------------- -------- -------- --------
<S> <C> <C> <C> <C>
Service cost--benefits attributed to
service during period $ 36,872 $ 63,209 $ 59,341 $ 72,156
Interest cost on accumulated postretirement
Benefit obligation 53,311 91,391 101,806 102,074
Amortization of prior service cost (20,557) (35,240) -- --
Amortization of (gains) losses 2,861 4,904 (17,141) 13,845
--------- --------- --------- ---------
Net periodic postretirement
benefit cost $ 72,487 $ 124,264 $ 144,006 $ 188,075
========= ========= ========= =========
</TABLE>
<PAGE>
The accumulated postretirement benefit obligation was determined using the
projected unit cost method, as required by SFAS No. 106, and a discount
rate of 6.74% in 1998, 8.00% in 1997 and 7.50% in 1996. The assumed rate of
increase in future health care costs was 9.0% in 1998, 9.50% in 1997 and
10.00% in 1996, gradually decreasing to 5.0% in the year 2006 and remaining
at that level thereafter.
401(K) PLAN
The Bank has a 401(k) plan (the "401(k) Plan") covering full-time employees
who satisfy the eligibility requirements and elect to participate in the
401(k) Plan. The 401(k) Plan provides for employer matching contributions
subject to a specified maximum. Amounts charged to operations for the seven
months ended December 31, 1998 and the years ended May 31, 1998, 1997 and
1996 were approximately $40,000, $110,000, $86,000 and $65,000,
respectively.
BENEFIT RESTORATION PLAN
The Bank adopted the Benefit Restoration Plan of The Warwick Savings Bank
("BRP") to provide certain designated employees with the benefits that
would be due to such employees under the Pension Plan, the 401(k) Plan and
the ESOP if such benefits were not limited under the Internal Revenue Code.
Expense related to the BRP included in the consolidated statements of
income is approximately $98,000 and $70,000 for the seven months ended
December 31, 1998 and the year ended May 31, 1998, respectively.
EMPLOYEE STOCK OWNERSHIP PLAN
The Company has established an ESOP for eligible employees. Generally,
full-time employees of the Company or the Bank who have been credited with
at least 1,000 hours during a twelve-month period are eligible to
participate.
The ESOP borrowed $8,509,774 at an interest rate of 8.00% from the Company
and used the funds to purchase 528,523 shares of the Company's common stock
in connection with the Conversion. Generally, the loan is repaid
principally from the Bank's discretionary contributions to the ESOP over a
10-year period. At December 31, 1998 and May 31, 1998, the loan had an
outstanding balance of $7,163,741 and $8,014,720, respectively. Shares
purchased with the loan proceeds are held in a suspense account for
allocation among participants as the loan is paid. Contributions to the
ESOP and shares released from the loan collateral in an amount proportional
to the repayment of the ESOP loan are allocated among participants on the
basis of compensation, as described in the plan, in the year of allocation.
Benefits generally become 100% vested after seven years of vesting service
and are immediately vested on death, retirement or disability. In addition,
in the event of a change in control, as defined in the plan, any unvested
portion of benefits shall vest immediately. Forfeitures are used to reduce
employer contributions. Benefits are payable upon death, retirement,
disability, or separation from service based on vesting status and share
allocations made.
As of December 31, 1998 and May 31, 1998, 52,824 and 31,016 shares,
respectively, were allocated to participants and 0 and 13,213 shares,
respectively, were committed to be released. As shares are released from
collateral, the shares become outstanding for earnings per share
computations. As of December 31, 1998, the fair market value of the 444,683
unearned shares was $6,559,074.
RECOGNITION AND RETENTION PLAN
The Company maintains the Recognition and Retention Plan of Warwick
Community Bancorp, Inc. (the "RRP"). The RRP acquired an aggregate of
264,261 shares of the Company's common stock in open market purchases, all
of which have been awarded to eligible directors, directors emeritus,
officers and employees of the Company and the Bank. Such amounts represent
deferred compensation and have been accounted for as a reduction of
stockholders' equity. Awards generally vest at a rate of 20% per year,
commencing one year from the date of award. Awards become 100% vested upon
termination of employment due to death or disability.
The Company recorded expenses for the ESOP and RRP of $921,630 and
$729,529, respectively, for the seven months ended December 31, 1998 and
for the year ended May 31, 1998.
<PAGE>
STOCK OPTION PLAN
The Company maintains the Stock Option Plan of Warwick Community Bancorp,
Inc. (the "Stock Option Plan"). Under the Stock Option Plan, stock options
(which generally expire ten years from the date of grant) have been granted
to eligible employees, directors and officers of the Company and the Bank.
Each option entitles the holder to purchase one share of the Company's
common stock at an exercise price equal to the fair market value of the
stock at the date of grant. Options generally become exercisable at a rate
of 20% per year, commencing one year from the date of grant. However, all
options become 100% exercisable upon termination of employment due to death
or disability.
The following table presents options granted, exercised or expired during
the seven months ended December 31, 1998:
SHARES OPTION PRICE PER SHARE
------ ----------------------
Balance at May 31, 1998 -- $ --
Options granted 561,552 17.00
Options exercised -- --
Options expired or terminated -- --
- - -------------------------------------------------------------------------------
Balance at December 31, 1998 561,552 $17.00
- - -------------------------------------------------------------------------------
No options are currently exercisable. The fair value of the options granted
during 1998 was $6.96. The fair value of each option was estimated on the
date granted using the Black-Scholes option pricing model. The following
weighted-average assumptions were used for grants in 1998: risk free
interest rate of 5.59%; expected dividend yield of $.08; expected life of
seven years; and expected volatility of 25.68%.
The Company accounts for these plans under APB Opinion No. 25, under which
no compensation cost has been recognized. Had compensation cost for these
plans been determined consistent with FASB Statement No. 123, the Company's
net income and earnings per share would have been reduced to the following
pro forma amounts:
SEVEN MONTHS ENDED
DECEMBER 31, 1998
---------------
Net Income (Loss): As Reported $ 1,647,424
Pro Forma (2,262,454)
Basic EPS: As Reported .28
Pro Forma (.38)
<PAGE>
12. BORROWED FUNDS AND REPURCHASE AGREEMENTS
Securities sold under agreements to repurchase at December 31, 1998 and May
31, 1998 and 1997 which were transacted with a major securities firm are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998 MAY 31, 1998 MAY 31, 1997
----------------------------- ---------------------------- ---------------------------------
AMOUNT RATE MATURITY AMOUNT RATE MATURITY AMOUNT RATE MATURITY
------ ---- -------- ------ ---- -------- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 4,700,000 6.32% 05/24/99 $ 490,000 5.64% 06/15/98 $ 705,000 5.69% 06/18/97
1,000,000 6.65 06/19/99 4,000,000 5.64 06/15/98 4,685,000 5.69 06/18/97
4,700,000 6.65 06/30/99 1,300,000 5.95 06/19/98 1,300,000 6.00 06/19/97
4,700,000 6.53 08/02/99 1,300,000 6.40 06/19/98 1,300,000 6.40 06/19/98
365,000 5.10 09/15/00 5,000,000 5.69 06/30/98 4,700,000 6.65 07/01/98
3,000,000 5.10 09/15/00 4,700,000 6.32 05/24/99 1,000,000 6.65 06/19/99
1,945,000 5.22 09/17/01 1,000,000 6.65 06/19/99 4,700,000 6.32 05/24/99
4,900,000 4.70 10/05/01 4,700,000 6.65 06/30/99 4,700,000 6.53 08/01/99
---------- ----------
$25,310,000 4,700,000 6.53 08/02/99 $23,090,000
---------- ---------- ----------
---------- ----------
$27,190,000
==========
</TABLE>
Information relating to borrowings under repurchase agreements is summarized
as follows:
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
SEVEN MONTHS ENDED _______________________________________
DECEMBER 31, 1998 1998 1997 1996
----------------- ---- ---- ----
<S> <C> <C> <C> <C>
Average balance during the year $25,907,593 $24,056,648 $19,685,315 $ 101,075
Average interest rates during the year 5.87% 6.18% 6.20% 6.32%
Maximum month-end balance
during the year $26,370,000 $27,500,000 $23,300,000 $ 4,700,000
Securities underlying agreement at year-end:
Amortized cost 35,638,720 37,729,203 25,470,851 5,000,000
Estimated market value 35,925,935 38,071,150 25,508,437 4,981,000
</TABLE>
<PAGE>
Federal Home Loan Bank advances are as follows at December 31, 1998 and May
31, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1998: AVAILABLE OUTSTANDING RATE MATURITY
------- -------- ------- ---------
<S> <C> <C> <C>
Revolving line of credit $16,982,150 $ 5,230,000 5.13% Daily
Repricing line of credit 16,982,150 10,000,000 5.63 Monthly
Term loans 250,000 6.96 06/19/00
5,000,000 5.79 12/18/01
4,000,000 5.26 11/18/03
10,000,000 5.47 05/29/08
5,000,000 5.63 04/30/08
5,000,000 5.26 04/30/08
10,000,000 5.48 02/26/08
20,000,000 5.06 01/30/08
5,000,000 5.15 11/12/08
----------
$79,480,000
==========
</TABLE>
<TABLE>
<CAPTION>
MAY 31, 1998: AVAILABLE OUTSTANDING RATE MATURITY
--------- ----------- ---- --------
<S> <C> <C> <C> <C>
Revolving line of credit $16,982,150 $ 7,600,000 5.81% Daily
Repricing line of credit 16,982,150 -- Monthly
Term loans 250,000 6.96 06/19/00
5,000,000 5.79 12/18/01
20,000,000 5.02 01/30/08
10,000,000 5.79 02/26/08
5,000,000 5.26 04/30/08
5,000,000 5.63 04/30/08
10,000,000 5.47 05/29/01
----------
$62,850,000
==========
</TABLE>
<TABLE>
<CAPTION>
MAY 31, 1997: AVAILABLE OUTSTANDING RATE MATURITY
--------- ----------- ---- --------
<S> <C> <C> <C> <C>
Revolving line of credit $14,417,000 $ -- --% Daily
Repricing line of credit 14,417,000 -- -- Monthly
Term loans 250,000 6.96 06/19/00
5,000,000 5.79 12/18/01
-----------
$ 5,250,000
===========
</TABLE>
FHLB advances are made at fixed rates and are collateralized by all FHLB
stock owned by the Bank in addition to a blanket pledge of eligible assets
in an amount required to be maintained so that the estimated fair value of
such eligible assets exceeds, at all times, 110% of the outstanding
advances.
13. REGULATORY CAPITAL REQUIREMENTS
The Company is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum
capital requirements can result in the initiation of certain mandatory and
possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the Company's financial
statements. Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Company must meet specific capital
guidelines that involve quantitative measures of the Company's assets,
liabilities, and certain off-balance sheet items calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
<PAGE>
Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios
(set forth in the table below) of total and Tier 1 capital (as defined in
the regulations) to risk weighted assets (as defined) and of Tier 1 capital
(as defined) to average assets (as defined). Management believes, as of
December 31, 1998, that the Company and the Bank meet all capital adequacy
requirements to which it is subject.
The most recent notification from the Federal Deposit Insurance Corporation
categorized the Bank as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the Bank
must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 leverage
ratios as set forth in the table. There are no conditions or events since
that notification that management believes have changed the institution's
category.
The Bank's actual capital amounts and ratios are presented in the following
table (000's omitted):
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL ADEQUACY PROMPT CORRECTIVE
ACTUAL PURPOSES ACTION PROVISIONS
--------------- ---------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------- ------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total Capital
(to risk weighted assets) $55,538 23.90% $17,918 >8.0% $22,937 >10.0%
Tier 1 Capital
(to risk weighted assets) 51,106 22.82 8,959 >4.0 13,438 >6.0
Tier 1 Capital
(to average assets) 51,106 11.99 17,055 >4.0 21,319 >5.0
</TABLE>
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL ADEQUACY PROMPT CORRECTIVE
ACTUAL PURPOSES ACTION PROVISIONS
--------------- ---------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------- ------
<S> <C> <C> <C> <C> <C> <C>
As of May 31, 1998:
Total Capital
(to risk weighted assets) $54,910 26.27% $16,721 >8.0% $20,901 >10.0%
Tier 1 Capital
(to risk weighted assets) 53,397 25.55 8,360 >4.0 12,540 >6.0
Tier 1 Capital
(to average assets) 53,397 13.91 15,352 >4.0 19,190 >5.0
</TABLE>
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL ADEQUACY PROMPT CORRECTIVE
ACTUAL PURPOSES ACTION PROVISIONS
--------------- ---------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
As of May 31, 1997:
Total Capital
(to risk weighted assets) $28,726 20.33% $11,302 >8.0% $14,127 >10.0%
Tier 1 Capital
(to risk weighted assets) 27,495 19.46 5,651 >4.0 8,476 > 6.0
Tier 1 Capital
(to average assets) 27,495 9.53 11,535 >4.0 14,419 > 5.0
</TABLE>
<PAGE>
The Company's actual capital amounts and ratios are presented in the
following table (000's omitted):
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL ADEQUACY PROMPT CORRECTIVE
ACTUAL PURPOSES ACTION PROVISIONS
--------------- ---------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total Capital
(to risk weighted assets) $84,796 36.94% $18,362 >8.0% $22,953 >10.0%
Tier 1 Capital
(to risk weighted assets) 82,364 35.88 9,181 >4.0 13,772 > 6.0
Tier 1 Capital
(to average assets) 82,364 18.87 17,462 >4.0 21,828 > 5.0
</TABLE>
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL ADEQUACY PROMPT CORRECTIVE
ACTUAL PURPOSES ACTION PROVISIONS
--------------- ---------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
As of May 31, 1998:
Total Capital
(to risk weighted assets) $86,498 40.78% $16,968 >8.0% $21,211 >10.0%
Tier 1 Capital
(to risk weighted assets) 84,985 40.07 8,484 >4.0 12,726 > 6.0
Tier 1 Capital
(to average assets) 84,985 21.44 15,855 >4.0 19,818 > 5.0
</TABLE>
14. COMMITMENTS AND CONTINGENCIES
Lease Commitments
Rental expense included in the statements of income was approximately
$89,000, $281,000, and $267,000 for the seven months ended December 31,
1998 and for the years ended May 31, 1998 and 1997, respectively.
In 1993, the Bank entered into an agreement with a company to provide data
processing services. Such agreement expires in July 2000. The commitment
for future payments fluctuates with the level of service provided. The
costs incurred in connection with this agreement are included in data
processing expenses in the accompanying statements of income.
<PAGE>
Loan Commitments
Loan commitments and unused lines of credit as of December 31, 1998 are as
follows (with comparative totals as of May 31, 1998):
<TABLE>
<CAPTION>
COMMITMENTS UNUSED
TO ORIGINATE LINES OF
LOANS CREDIT TOTAL
--------- ------ ------
<S> <C> <C> <C>
Mortgage loans $42,356,606 $ -- $42,356,606
Construction loans 16,449,066 -- 16,449,066
Commercial loans 20,000 5,358,847 5,378,847
Other loans 8,785,813 -- 8,785,813
---------- --------- ----------
Total as of December 31, 1998 $67,611,485 $ 5,358,847 $72,970,332
========== ========= ==========
Total as of May 31, 1998 $55,496,658 $ 5,558,603 $61,055,261
========== ========= ==========
</TABLE>
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since commitments may expire, the
total commitment amounts do not necessarily represent future cash
requirements.
The Banks exposure to credit loss in the event of nonperformance by the
other party to the loan commitments is represented by their contractual
amount. The Bank controls the credit risk of loan commitments through
credit approvals, limits and monitoring procedures. The amount of
collateral obtained, if deemed necessary, is based on management's credit
evaluation of the borrower.
Concentration of Credit Risk
The Bank grants residential mortgage loans, construction loans, commercial
loans and consumer loans to customers located primarily in Orange County,
New York and the surrounding counties of Rockland and Dutchess in New York.
The borrowers' ability to repay loan principal and accrued interest is
dependent upon, among other things,
the economic conditions prevailing in the Bank's lending area.
Hedging
In the normal course of business, the Bank uses off-balance sheet financial
instruments primarily as part of mortgage banking hedging strategies. Such
instruments generally include put options purchased and forward commitments
to sell mortgage loans. As a result of interest rate fluctuations, these
off-balance sheet financial instruments will develop unrealized gains or
losses that mitigate changes in the underlying hedged portion of the
balance sheet. When effectively used, these off-balance sheet financial
instruments are designed to moderate the impact on earnings as interest
rates move up or down.
Litigation
The Bank is involved in legal proceedings incurred in the normal course of
business. In the opinion of management, none of these proceedings are
expected to have a material effect on the consolidated financial position
or results of operations of the Bank.
<PAGE>
15. DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:
CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD
For these short-term instruments, the carrying amount is a reasonable
estimate of fair value.
ACCRUED INTEREST AND FHLB STOCK
The carrying amount is a reasonable estimate of fair value.
SECURITIES
Fair values for securities are based on quoted market prices or dealer
quotes. If a quoted market price is not available, fair value is estimated
using quoted market prices for similar securities.
LOANS, NET
For certain homogeneous categories of loans, such as some residential
mortgages and other consumer loans, fair value is estimated using the
quoted market prices for securities backed by similar loans, adjusted for
differences in loan characteristics.
For other loan types, fair value is based on the credit and interest rate
characteristics of individual loans. These loans are stratified by type,
maturity, interest rate, underlying collateral where applicable, and credit
quality ratings. Fair value is estimated by discounting scheduled cash
flows through estimated maturities using discount rates which in
management's opinion best reflect current market interest rates that would
be charged on loans with similar characteristics and credit quality. Credit
risk concerns are reflected by adjusting cash flow forecasts, by adjusting
the discount rate or by adjusting both.
DEPOSITOR ACCOUNTS
The fair value of demand deposits, savings accounts, and certain money
market deposits is the amount payable on demand at the reporting date. The
fair value of fixed-maturity certificates of deposit is estimated using the
rates currently offered for deposits of similar remaining maturities.
BORROWINGS
The estimated fair value of FHLB advances and borrowings under repurchase
agreements is based on the discounted value of their contractual cash
flows. The discount rate used in the present value computation is estimated
by comparison to the current interest rates charged by the FHLB and other
major securities firms for borrowings of similar remaining maturities.
MORTGAGE ESCROW FUNDS AND BORROWED FUNDS
The carrying amount is a reasonable estimate of fair value.
<PAGE>
The following is a summary of the carrying values and estimated fair values
of the Bank's financial assets and liabilities at December 31, 1998 and May
31, 1998 and 1997 (000's omitted):
<TABLE>
<CAPTION>
DECEMBER 31, 1998 MAY 31, 1998 MAY 31, 1997
----------------- ------------ ------------
CARRYING FAIR CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE VALUE VALUE
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Financial assets:
Cash on hand and in banks $ 10,511 $ 10,511 $ 11,190 $ 11,190 $ 10,367 $ 10,367
Federal funds sold -- -- -- -- 1,315 1,315
Securities 155,490 155,458 170,749 170,702 126,393 126,417
Loans, net 261,463 262,666 212,665 215,186 138,323 139,126
Accrued interest receivable 2,506 2,506 2,463 2,463 2,097 2,097
Federal Home Loan Bank stock 4,633 4,633 3,393 3,393 1,731 1,731
Financial liabilities:
Demand, NOW, statement
savings and passbook, and
money market accounts $175,891 $175,891 $151,815 $151,815 $146,173 $146,173
Time certificate accounts 70,995 71,090 70,907 70,907 75,038 75,003
Mortgage escrow funds 1,965 1,965 2,266 2,266 1,398 1,398
Borrowed funds 104,790 107,142 90,040 90,040 28,340 28,340
Accrued interest payable 736 736 1,486 1,486 1,211 1,211
</TABLE>
16. WARWICK COMMUNITY BANCORP, INC.-PARENT COMPANY ONLY FINANCIAL STATEMENTS
The following statements of financial condition as of December 31, 1998 and
May 31, 1998, the statements of income for the seven months ended December
31, 1998 and for the year ended May 31, 1998, and the related statements of
cash flows for the seven months ended December 31, 1998 and the year ended
May 31, 1998, reflect the Company's investment in its wholly owned
subsidiary, the Bank, using the equity method of accounting.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF FINANCIAL CONDITION
(000'S OMITTED EXCEPT SHARE AMOUNTS)
DECEMBER 31, 1998MAY 31, 1998
------------- ----------
<S> <C> <C>
ASSETS
Assets:
Cash and cash equivalents $ 18,941 $ 19,976
Investment securities available for sale 4,503 2,901
Accrued interest receivable 13 262
Other assets 819 783
ESOP loan to the trustee of the ESOP 7,164 8,015
Investment in The Warwick Savings Bank 53,044 54,503
Total assets $ 84,484 $ 86,440
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Other liabilities $ -- $ 252
Income taxes payable 247 39
-------- --------
Total liabilities 247 291
-------- --------
Stockholders' equity:
Preferred stock, $.01
par value; 5,000,000
shares authorized; none issued -- --
Common stock, $.01
par value; 15,000,000
shares authorized,
6,606,548 shares issued 66 66
Additional paid-in capital 63,374 63,386
Retained earnings -
subject to restrictions 30,458 29,355
Accumulated other comprehensive income, net 1,727 1,165
Less - Unallocated common stock held by ESOP (7,208) (7,823)
Less - Unearned common stock held by RRP (4,180) --
-------- --------
Total stockholders' equity 84,237 86,149
-------- --------
Total liabilities and stockholders' equity $ 84,484 $ 86,440
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME (000'S OMITTED)
SEVEN MONTHS ENDED YEAR ENDED
DECEMBER 31, 1998 MAY 31, 1998
------------- ----------
<S> <C> <C>
Interest income:
ESOP loan to the trustee of the ESOP $ 379 $ 262
Investment securities 163 24
------- -------
Total interest income 542 286
Interest expense -- --
------- -------
Net interest income before provision for loan losses 542 286
Provision for loan losses -- --
------- -------
Net interest income after provision for loan losses 542 286
------- -------
Non-interest income:
Gain on sale of investment securities -- 28
Non-interest expense 116 2,054
------- -------
Income (loss) before provision for income taxes
and undistributed earnings of subsidiary bank 426 (1,740)
Equity in undistributed earnings of subsidiary bank 1,431 2,941
Income tax expense/(benefit) 210 (660)
------- -------
Net income $ 1,647 $ 1,861
======= =======
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
(000'S OMITTED)
SEVEN MONTHS ENDED YEAR ENDED
DECEMBER 31, 1998 MAY 31, 1998
-------------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,647 $ 1,861
Adjustments to reconcile net income to net cash
provided by operating activities-
Undistributed earnings of subsidiary bank (1,431) (2,941)
Charitable contribution to The Warwick Savings
Foundation -- 1,924
Gain on sale of securities -- (30)
(Increase) decrease in assets-
Accrued interest receivable 249 (262)
Other assets (36) (783)
Increase (decrease) in liabilities-
Other liabilities (252) 252
Income taxes payable 208 39
-------- --------
Net cash provided by operating activities 385 60
-------- --------
Cash flows from investing activities:
Payment made to purchase 100% of the outstanding
stock of the Bank -- (30,743)
Purchases of securities available for sale (1,726) (4,592)
Proceeds from sale of securities available for sale -- 1,781
-------- --------
Net cash used in investing activities (1,726) (33,554)
-------- --------
Cash flows from financing activities:
(Increase) decrease in ESOP loan receivable 851 (8,015)
Proceeds from issuance of common stock -- 61,485
Dividends paid on common stock (545) --
-------- --------
Net cash provided by financing activities 306 53,470
-------- --------
Net increase (decrease) in cash and cash equivalents (1,035) 19,976
Cash and cash equivalents, beginning of year 19,976 --
-------- --------
Cash and cash equivalents, end of year $ 18,941 $ 19,976
======== ========
</TABLE>
17. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<PAGE>
The following is a summary of the quarterly results of operations for the
period ended December 31, 1998 and the year ended May 31, 1998 (000's
omitted):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
DECEMBER 31,SEPTEMBER 30,JUNE 30, MARCH 31,
1998 1998 1998 1998
------------------ ------- ---------
<S> <C> <C> <C> <C>
Total interest income $ 7,582 $ 7,201 $ 7,267 $ 6,364
Total interest expense 3,369 3,184 2,778 2,608
Net interest income 4,213 4,017 4,489 3,756
Provision for loan losses 125 125 125 125
Non-interest income 813 1,044 1,123 767
Non-interest expense and
provision for income taxes 4,304 4,202 4,126 3,468
Net income 597 734 1,361 930
Basic earnings per common share .10 .12 .22 .16
Diluted earnings per common share .10 .12 .22 .16
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
MAY 31,FEBRUARY 28, NOVEMBER 30, AUGUST 31,
1998 1998 1997 1997
------------------ ------- ---------
<S> <C> <C> <C> <C>
Total interest income $ 7,046 $ 6,208 $ 5,291 $ 5,232
Total interest expense 2,844 2,335 2,434 2,359
Net interest income 4,202 3,873 2,857 2,873
Provision for loan losses 125 104 60 303
Non-interest income 987 764 711 678
Non-interest expense and
provision for income taxes 3,835 5,133 2,814 2,710
Net income 1,229 (600) 694 538
Basic earnings per common share .20 (.10) N/A N/A
Diluted earnings per common share .20 (.10) N/A N/A
</TABLE>
<PAGE>
18. FINANCIAL INFORMATION (UNAUDITED)
The following is unaudited specified financial information as of and for
the seven months ended December 31, 1997 (000's omitted):
DECEMBER 31,
1997
---------
Assets:
Cash and cash equivalents $ 22,543
Securities 127,563
Loans, net 180,197
Other assets 10,506
---------
Total assets $ 340,809
=========
Liabilities and Stockholders' Equity
Depositor accounts $ 213,514
Borrowed funds 28,005
Other liabilities 13,101
---------
Total liabilities 254,620
Stockholders' Equity 86,189
---------
Total liabilities and
stockholders' equity $ 340,809
=========
FOR THE SEVEN
MONTHS ENDED
DECEMBER 31,
1997
---------
Total interest income $ 12,679
Total interest expense 5,592
Net interest income 7,087
Provision for loan losses 384
Non-interest income 1,582
Non-interest expense and
provision for income taxes 8,397
Net (loss) $ (112)
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors & Stockholders of
Warwick Community Bancorp, Inc:
We have audited the accompanying consolidated statements of financial condition
of Warwick Community Bancorp, Inc. and subsidiaries as of December 31, 1998 and
May 31, 1998 and 1997, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the seven months ended
December 31, 1998 and for each of the years in the three-year period ended May
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Warwick Community Bancorp, Inc.
and subsidiaries as of December 31, 1998 and May 31, 1998 and 1997, and the
results of their operations and their cash flows for the seven months ended
December 31, 1998 and for each of the years in the three-year period ended May
31, 1998, in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
New York, New York
February 3, 1999
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The information required by this item appears under the caption
"Election of Directors" on pages 5 through 10, inclusive, and under the caption
"Compliance with Section 16(a) of the Exchange Act" on page 21 of the
Registrant's Proxy Statement ("Proxy Statement") for its 1999 Annual Meeting of
Shareholders to be held on April 20, 1999 and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears on pages 14 through 20,
inclusive, of the Registrant's Proxy Statement and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item appears under the captions "Stock
Ownership of Certain Beneficial Owners" on pages 3 and 4, inclusive, and "Stock
Ownership of Management" on pages 4 and 5, inclusive, of the Registrant's Proxy
Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears under the caption
"Transactions with Certain Related Persons" on pages 20 and 21, inclusive, of
the Registrant's Proxy Statement and is
incorporated herein by reference.
-43-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The following consolidated financial statements of the
Registrant and its subsidiaries, and the independent auditors'
report thereon, are filed as a part of this report:
Consolidated Statements of Financial Condition as of
December 31, 1998, May 31, 1998 and May 31, 1997;
Consolidated Statements of Income for the Seven-Month
Period Ended December 31, 1998 and Each of the Years
in the Three-Year Period Ended May 31, 1998;
Consolidated Statements of Changes in Stockholders'
Equity for the Seven-Month Period Ended December 31,
1998 and for Each of the Years in the Three-Year
Period Ended May 31, 1998;
Consolidated Statements of Cash Flows for the Seven-
Month Period Ended December 31, 1998 and for Each of
the Years in the Three-Year Period Ended May 31,
1998;
Notes to Consolidated Financial Statements
2. All schedules are omitted because they are not required or
applicable, or the required information is shown in the
consolidated financial statements or the notes thereto.
3. The following exhibits are filed as part of this report,
except as otherwise indicated.
3.1 Certificate of Incorporation of Warwick Community
Bancorp, Inc. (1)
3.2 Bylaws of Warwick Community Bancorp, Inc. (1)
4.1 Certificate of Incorporation of Warwick Community
Bancorp, Inc. (See Exhibit 3.1 hereto)
4.2 Bylaws of Warwick Community Bancorp, Inc. (See
Exhibit 3.2 hereto)
4.3 Restated Organization Certificate of The Warwick
Savings Bank (1)
4.4 Bylaws of The Warwick Savings Bank, as amended (1)
4.5 Stock Certificate of Warwick Community Bancorp, Inc.
(1)
10.1 Employment Agreement by and between Warwick Community
Bancorp, Inc. and Timothy A. Dempsey (2)
10.2 Employment Agreement by and between Warwick Community
Bancorp, Inc. and Ronald J. Gentile (2)
-44-
<PAGE>
10.3 Employment Agreement by and between Warwick Community
Bancorp, Inc. and Arthur W. Budich (2)
10.4 Employment Agreement by and between Warwick Community
Bancorp, Inc. and Nancy L. Sobotor-Littell (2)
10.5 Employee Retention Agreement by and between The
Warwick Savings Bank and Laurence D. Haggerty (2)
10.6 Employee Retention Agreement by and between The
Warwick Savings Bank and Donna M. Lyons (2)
10.7 Employee Retention Agreement by and between The
Warwick Savings Bank and Barbara A. Rudy (2)
10.8 Employee Retention Agreement by and between The
Warwick Savings Bank and Arthur S. Anderson (2)
10.9 Recognition and Retention Plan of Warwick Community
Bancorp, Inc. (3)
10.10 Trust Agreement between Warwick Community Bancorp,
Inc. and Orange County Trust Company for the
Recognition and Retention Plan of Warwick Community
Bancorp, Inc. (2)
10.11 Stock Option Plan of Warwick Community Bancorp,
Inc.(3)
10.12 Warwick Community Bancorp, Inc. Employee Stock
Ownership Plan (1)
10.13 Trust Agreement between Warwick Community Bancorp,
Inc. and Marine Midland Bank for the Warwick
Community Bancorp, Inc. Employee Stock Ownership Plan
(2)
10.14 Loan Agreement by and between the Warwick Community
Bancorp, Inc. Employee Stock Ownership Trust and
Warwick Community Bancorp, Inc.(2)
10.15 Benefit Restoration Plan of The Warwick Savings Bank
(1)
10.16 Grantor Trust Agreement by and between The Warwick
Savings Bank and Marine Midland Bank for the Benefit
Restoration Plan of The Warwick Savings Bank (2)
10.17 The Warwick Savings Bank 401(k) Savings Plan (1)
10.18 Trust Agreement between The Warwick Savings Bank and
Marine Midland Bank for The Warwick Savings Bank
401(k) Savings Plan Employer Stock Fund (2)
10.19 First Amendment to Employment Agreement by and
between Warwick Community Bancorp, Inc. and Timothy
A. Dempsey.
10.20 First Amendment to Employment Agreement by and
between Warwick Community Bancorp, Inc. and Ronald J.
Gentile
10.21 First Amendment to Employment Agreement by and
between Warwick Community Bancorp, Inc. and Arthur W.
Budich
10.22 First Amendment to Employment Agreement by and
between Warwick Community Bancorp, Inc. and Nancy L.
Sobotor-Littell
11.1 Statement re: Computation of per share earnings
21.1 Subsidiaries of the Registrant
-45-
<PAGE>
27.1 Financial Data Schedule (EDGAR filing only)
99.1 Proxy Statement for the 1999 Annual Meeting of
Shareholders
- - ---------------------------
(1) Incorporated herein by reference to the Exhibits to the Registrant's
Registration Statement on Form S-1, filed on September 19, 1997,
Registration No. 333-36021.
(2) Incorporated herein by reference to the Exhibits to the Registrant's
Annual Report on Form 10-K for the fiscal year ended May 31, 1998.
(3) Incorporated herein by reference to the Registrant's definitive Proxy
Statement for the Special Meeting of Stockholders held on June
24, 1998.
(b) No reports on Form 8-K have been filed during the last quarter of the period
covered by this report.
-46-
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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.
WARWICK COMMUNITY BANCORP, INC.
Dated: March 30, 1999 BY: /s/ Timothy A. Dempsey
-------------------------------------
Timothy A. Dempsey
Chairman of the Board and
Chief Executive Officer
BY: /s/ Arthur W. Budich
------------------------------------
Arthur W. Budich
Senior Vice President, Treasurer
and Chief Financial Officer
-47-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Timothy A. Dempsey Chairman of the Board and Chief March 30, 1999
- - ------------------------------------- Executive Officer and Director
Timothy A. Dempsey
President and Chief Operating March 30, 1999
/s/ Ronald J. Gentile Officer and Director
- - -------------------------------------
Ronald J. Gentile
Director March 30, 1999
/s/ Frances M. Gorish
- - -------------------------------------
Frances M. Gorish
Director March 30, 1999
/s/ R. Michael Kennedy
- - -------------------------------------
R. Michael Kennedy
Director March 30, 1999
/s/ Fred M. Knipp
- - -------------------------------------
Fred M. Knipp
Director March 30, 1999
/s/ Emil R. Krahulik
- - -------------------------------------
Emil R. Krahulik
Director
- - -------------------------------------
Thomas F. Lawrence, Jr.
Director March 30, 1999
/s/ Henry L. Nielsen, Jr.
- - -------------------------------------
Henry L. Nielsen, Jr.
Director March 30, 1999
/s/ John W. Sanford III
- - -------------------------------------
John W. Sanford III
/s/ Robert N. Smith
- - -------------------------------------
Robert N. Smith Director March 30, 1999
</TABLE>
-48-
EXHIBIT 10.19
-------------
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First
Amendment") is made and entered into as of December 15, 1998 by and between
WARWICK COMMUNITY BANCORP, INC., a business corporation organized and existing
under the laws of the State of Delaware and having an office at 18 Oakland
Avenue, Warwick, New York 10990-0591 ("Company") and TIMOTHY A. DEMPSEY, an
individual residing at 36 Waterbury Road, Warwick, New York 10990 ("Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of December 23, 1997 ("Employment Agreement") at
the time of the Company's initial public offering and the conversion of The
Warwick Savings Bank ("Bank") from a mutual savings bank to a stock savings
bank, and the Executive currently serves as the President and Chief Executive
Officer of the Company and as the President and Chief Executive Officer of the
Bank; and
WHEREAS, the Company and the Executive have agreed to amend
the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. PROMOTION TO CHAIRMAN OF THE BOARD. The first sentence of
Section 3 of the Employment Agreement shall be amended, effective as of
January 1, 1999, to read as follows:
The Executive shall serve as Chairman of the Board
and Chief Executive Officer of the Company and as Chairman of
the Board and Chief Executive Officer of the Bank, having such
power, authority and responsibility and performing such duties
as are prescribed by or under the By-Laws of the Company and
as are customarily associated with such position.
2. ANNUAL SALARY. The first sentence of Section 4 of the
Employment Agreement shall be amended, effective as of January 1, 1999,
to change the Executive's minimum annual rate of salary to $250,000.
3. CLARIFICATION OF TAX INDEMNIFICATION. The definition of
"FI" in section 12(a) of the Employment Agreement shall be amended,
effective as of December 23, 1997, to clarify the intent of such
definition by adding the parenthetical phrase shown below, such that
"FI" is defined to be as follows:
FI = the highest marginal rate of income tax applicable to
the Executive under the Code for the taxable year in
question (taking into account
<PAGE>
any phase-out or loss of deductions, personal
exemptions and other similar adjustments).
4. CONTINUED FORCE AND EFFECT. Except as set forth in this
First Amendment, all other terms, covenants and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and the Executive has hereunto set his hand, all as of the day and
year first above written.
/s/ Timothy A. Dempsey
---------------------------------
TIMOTHY A. DEMPSEY
WARWICK COMMUNITY BANCORP, INC.
Attest:
By /s/ Nancy L. Sobotor-Littell By /s/ Henry L. Nielsen, Jr.
------------------------------ ------------------------------
Nancy L. Sobotor-Littell Henry L. Nielsen, Jr.
Corporate Secretary Director
[Seal]
-2-
EXHIBIT 10.20
-------------
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First
Amendment") is made and entered into as of December 15, 1998 by and between
WARWICK COMMUNITY BANCORP, INC., a business corporation organized and existing
under the laws of the State of Delaware and having an office at 18 Oakland
Avenue, Warwick, New York 10990-0591 ("Company") and RONALD J. GENTILE, an
individual residing at 30 Newport Bridge Road, Warwick, New York 10990
("Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of December 23, 1997 ("Employment Agreement") at
the time of the Company's initial public offering and the conversion of The
Warwick Savings Bank ("Bank") from a mutual savings bank to a stock savings
bank, and the Executive currently serves as the Executive Vice President and
Chief Operating Officer of the Company and as the Executive Vice President and
Chief Operating Officer of the Bank; and
WHEREAS, the Company and the Executive have agreed to amend
the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. PROMOTION TO PRESIDENT. The first sentence of Section 3 of
the Employment Agreement shall be amended, effective as of January 1,
1999, to read as follows:
The Executive shall serve as President and Chief
Operating Officer of the Company and as President and Chief
Operating Officer of the Bank, having such power, authority
and responsibility and performing such duties as are
prescribed by or under the By-Laws of the Company and as are
customarily associated with such position.
2. ANNUAL SALARY. The first sentence of Section 4 of the
Employment Agreement shall be amended, effective as of January 1, 1999,
to change the Executive's minimum annual rate of salary to $165,000.
3. CLARIFICATION OF TAX INDEMNIFICATION. The definition of
"FI" in section 12(a) of the Employment Agreement shall be amended,
effective as of December 23, 1997, to clarify the intent of such
definition by adding the parenthetical phrase shown below, such that
"FI" is defined to be as follows:
FI = the highest marginal rate of income tax applicable to
the Executive under the Code for the taxable year in
question (taking into account
<PAGE>
any phase-out or loss of deductions, personal
exemptions and other similar adjustments).
4. CONTINUED FORCE AND EFFECT. Except as set forth in this
First Amendment, all other terms, covenants and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and the Executive has hereunto set his hand, all as of the day and
year first above written.
/s/ Ronald J. Gentile
-------------------------------
RONALD J. GENTILE
WARWICK COMMUNITY BANCORP, INC.
Attest:
By /s/ Nancy L. Sobotor-littell By /s/ Henry L. Nielsen, Jr.
---------------------------- ----------------------------
Nancy L. Sobotor-Littell Henry L. Nielsen, Jr.
Corporate Secretary Director
[Seal]
-2-
EXHIBIT 10.21
-------------
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First
Amendment") is made and entered into as of December 15, 1998 by and between
WARWICK COMMUNITY BANCORP, INC., a business corporation organized and existing
under the laws of the State of Delaware and having an office at 18 Oakland
Avenue, Warwick, New York 10990-0591 ("Company") and ARTHUR W. BUDICH, an
individual residing at 34 Post Road, Monroe, New York 10950 ("Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of December 23, 1997 ("Employment Agreement") at
the time of the Company's initial public offering and the conversion of The
Warwick Savings Bank ("Bank") from a mutual savings bank to a stock savings
bank, and the Executive currently serves as the Senior Vice President, Treasurer
and Chief Financial Officer of the Company and as the Senior Vice President,
Treasurer and Chief Financial Officer of the Bank; and
WHEREAS, the Company and the Executive have agreed to amend
the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. ANNUAL SALARY. The first sentence of Section 4 of the
Employment Agreement shall be amended, effective as of January 1, 1999,
to change the Executive's minimum annual rate of salary to $110,000.
2. CLARIFICATION OF TAX INDEMNIFICATION. The definition of
"FI" in section 12(a) of the Employment Agreement shall be amended,
effective as of December 23, 1997, to clarify the intent of such
definition by adding the parenthetical phrase shown below, such that
"FI" is defined to be as follows:
FI = the highest marginal rate of income tax applicable
to the Executive under the Code for the taxable year
in question (taking into account any phase-out or
loss of deductions, personal exemptions and other
similar adjustments).
3. CONTINUED FORCE AND EFFECT. Except as set forth in this
First Amendment, all other terms, covenants and conditions of the
Agreement shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and the Executive has hereunto set his hand, all as of the day and
year first above written.
/s/ Arthur W. Budich
--------------------------------
ARTHUR W. BUDICH
WARWICK COMMUNITY BANCORP, INC.
Attest:
By /s/ Nancy L. Sobotor-littell By /s/ HENRY L. NIELSEN, JR.
---------------------------- -----------------------------
Nancy L. Sobotor-Littell Henry L. Nielsen, Jr.
Corporate Secretary Director
[Seal]
-2-
EXHIBIT 10.22
-------------
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First
Amendment") is made and entered into as of December 15, 1998 by and between
WARWICK COMMUNITY BANCORP, INC., a business corporation organized and existing
under the laws of the State of Delaware and having an office at 18 Oakland
Avenue, Warwick, New York 10990-0591 ("Company") and NANCY L. SOBOTOR-LITTELL,
an individual residing at 76 Maple Avenue, Warwick, New York 10990
("Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of December 23, 1997 ("Employment Agreement") at
the time of the Company's initial public offering and the conversion of The
Warwick Savings Bank ("Bank") from a mutual savings bank to a stock savings
bank, and the Executive currently serves as the Corporate Secretary and Director
of Human Resources of the Company and as the Corporate Secretary and Director of
Human Resources of the Bank; and
WHEREAS, the Company and the Executive have agreed to amend
the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. ANNUAL SALARY. The first sentence of Section 4 of the
Employment Agreement shall be amended, effective as of January 1, 1999,
to change the Executive's minimum annual rate of salary to $85,000.
2. CLARIFICATION OF TAX INDEMNIFICATION. The definition of
"FI" in section 12(a) of the Employment Agreement shall be amended,
effective as of December 23, 1997, to clarify the intent of such
definition by adding the parenthetical phrase shown below, such that
"FI" is defined to be as follows:
FI = the highest marginal rate of income tax applicable
to the Executive under the Code for the taxable year
in question (taking into account any phase-out or
loss of deductions, personal exemptions and other
similar adjustments).
3. CONTINUED FORCE AND EFFECT. Except as set forth in this
First Amendment, all other terms, covenants and conditions of the
Agreement shall remain in full force and
effect.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and the Executive has hereunto set his hand, all as of the day and
year first above written.
/s/ Nancy L. Sobotor-Littell
-------------------------------
NANCY L. SOBOTOR-LITTELL
WARWICK COMMUNITY BANCORP, INC.
Attest:
By /s/ Ronald J. Gentile By /s/ Henry L. Nielsen, Jr.
------------------------------- ---------------------------
Ronald J. Gentile Henry L. Nielsen, Jr.
Executive Vice President Director
and Chief Operating Officer
[Seal]
-2-
EXHIBIT 11.1
------------
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
For the Seven Months Ended December 31, 1998
1. Net income $ 1,647,424
2. Total weighted average common shares outstanding $ 5,943,073
3. Basic earnings per share $ 0.28
4. Diluted earnings per share $ 0.28
EXHIBIT 21.1
------------
SUBSIDIARIES OF THE REGISTRANT
WARWICK COMMUNITY BANCORP, INC. - owns 100% of The Warwick Savings Bank
THE WARWICK SAVINGS BANK - owns 100% of the following subsidiary corporations
1. WSB Financial Services, Inc. (New York)
2. Warsave Development, Inc. (New York)
3. WSB Mortgage Company of New Jersey, Inc. (New Jersey)
LOGO
18 OAKLAND AVENUE
WARWICK, NEW YORK 10990-0591
(914) 986-2206
___________________________
PROXY STATEMENT FOR THE
1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1999
GENERAL INFORMATION
GENERAL
This Proxy Statement and accompanying Proxy Card are being mailed to
shareholders of Warwick Community Bancorp, Inc. ("Company") on or about March
19, 1999 in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Shareholders of the
Company to be held at The Inn at Central Valley, Smith Clove Road, Central
Valley, New York 10917, on April 20, 1999 at 9:30 a.m., Eastern time, and at any
adjournment or postponement thereof ("Annual Meeting").
On December 23, 1997, The Warwick Savings Bank ("Bank") completed its
conversion from a New York State mutual savings bank to a New York State stock
savings bank ("Conversion"). The Company, a Delaware corporation, operates as a
bank holding company for the Bank, its wholly owned subsidiary. On July 21,
1998, the Company changed its fiscal year from the twelve-month period ending
May 31st to the twelve-month period ending December 31st. Due to this change in
the Company's fiscal year, certain information presented in this Proxy Statement
is measured through the seven-month transition period ended December 31, 1998.
RECORD DATE AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business
on March 3, 1999 as the record date ("Record Date") for the determination of the
holders of the Company's issued and outstanding common stock, par value $.01 per
share ("Common Stock"), entitled to notice of and to vote at the Annual Meeting.
Only holders of record of Common Stock at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. At the close of business on
the Record Date, there were 6,276,221 shares of Common Stock outstanding. The
presence, in person or by proxy, of the holders of at least a majority of the
total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum thereat.
Each holder of shares of Common Stock outstanding on the Record Date
will be entitled to one vote for each share held of record (except for Excess
Shares, if any, as defined below) upon each matter to be voted upon at the
Annual Meeting. As provided in the Company's Certificate of Incorporation, if
any person beneficially owns, directly or indirectly, shares of Common Stock in
excess of 10% of the then issued and outstanding shares of Common Stock, all
such shares beneficially owned by such person in excess of the 10% threshold
shall be deemed to be "Excess Shares," and the holder thereof shall be entitled
to cast only one one-hundredth (1/100) of a vote per share for each Excess
Share. A person or entity is deemed to beneficially own shares owned by an
affiliate or associate as well as persons acting in concert with such person or
entity. The Company's Certificate
<PAGE>
of Incorporation authorizes the Board of Directors (i) to interpret and apply
the provisions of the Certificate of Incorporation governing Excess Shares and
to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to ascertain compliance with such provisions and
(ii) to demand that any person who is reasonably believed to beneficially own
Excess Shares supply information to the Company to enable the Board of Directors
to implement and apply such provisions.
If the enclosed Proxy Card is properly executed and received by the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions indicated thereon. IF
NO INSTRUCTIONS ARE GIVEN, EXECUTED PROXIES WILL BE VOTED FOR ELECTION OF EACH
OF THE THREE NOMINEES FOR DIRECTOR AND FOR EACH OF THE OTHER PROPOSALS
IDENTIFIED IN THE NOTICE OF THE 1999 ANNUAL MEETING.
VOTE REQUIRED
Directors are elected by a plurality of the votes cast in person or by
proxy at the Annual Meeting. The holders of Common Stock may not vote their
shares cumulatively for the election of directors. Approval of Proposals Two,
Three and Four each require the affirmative vote of the holders of a majority of
the shares of Common Stock represented in person or by proxy at the Annual
Meeting and entitled to vote thereon. ACCORDINGLY, SHARES AS TO WHICH THE
"ABSTAIN" BOX HAS BEEN SELECTED ON THE PROXY CARD WITH RESPECT TO PROPOSALS TWO,
THREE AND FOUR WILL BE COUNTED AS PRESENT AND ENTITLED TO VOTE AND WILL HAVE THE
EFFECT OF A VOTE AGAINST THOSE PROPOSALS. IN CONTRAST, SHARES UNDERLYING BROKER
NON-VOTES WILL NOT BE COUNTED AS PRESENT AND ENTITLED TO VOTE AND WILL HAVE NO
EFFECT ON THE VOTE FOR SUCH PROPOSALS.
REVOCABILITY OF PROXIES
The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, a shareholder may revoke
a proxy at any time before it is voted by (i) filing a written notice of
revocation with the Corporate Secretary of the Company prior to the Annual
Meeting, (ii) delivering to the Corporate Secretary prior to the Annual Meeting
a duly executed proxy bearing a later date or (iii) attending the Annual
Meeting, filing a written notice of revocation with the secretary of the Annual
Meeting and voting in person.
IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED APPROPRIATE DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER
TO BE ADMITTED TO THE ANNUAL MEETING AND TO VOTE AT THE ANNUAL MEETING. Examples
of such documentation include a broker's statement, letter or other document
that will confirm your ownership of shares of the Company.
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its
shareholders. In addition to the solicitation of proxies by mail, Kissel-Blake
Inc., a proxy solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and will be paid a fee estimated to be $2,500, plus
out-of-pocket expenses. Proxies may also be solicited personally, by telephone,
facsimile or other means by directors, officers and employees of the Company or
its subsidiaries, without additional compensation. The Company will also request
persons, firms and corporations holding shares in their names or in the name of
their nominees, which are beneficially owned by others, to forward proxy
materials to and obtain proxies from such beneficial owners, and will reimburse
such holders for reasonable expenses incurred in connection therewith.
2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock as of February 28, 1999. Other than those
persons listed below, the Company is not aware of any person who is the
beneficial owner of more than 5% of the Company's outstanding shares of Common
Stock as of February 28, 1999. Except as otherwise indicated, the information
provided in the following table was obtained from filings with the Securities
and Exchange Commission ("SEC") and with the Company pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"). For purposes of the following
table and the table set forth under "Stock Ownership of Management," in
accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
"beneficially own" any shares of Common Stock (a) over which such person has,
directly or indirectly, sole or shared voting or investment power or (b) of
which such person has the right to acquire beneficial ownership, including the
right to acquire beneficial ownership by the exercise of stock options, at any
time within 60 days after February 28, 1999. As used herein, "voting power"
includes the power to vote, or direct the voting of, such shares, and
"investment power" includes the power to dispose, or direct the disposition of,
such shares.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS NAME AND ADDRESS OF OF BENEFICIAL COMMON STOCK
OF SECURITY BENEFICIAL OWNER OWNERSHIP OUTSTANDING(5)
- - --------------- ----------------------------------- ------------------ --------------
<S> <C> <C> <C>
Common Stock Warwick Community Bancorp, Inc. 528,523(1) 8.4%
Employee Stock Ownership Plan and
Trust ("ESOP")
18 Oakland Avenue
Warwick, New York 10990-0591
Common Stock Wellington Management Company, LLP 496,300(2) 7.9%
75 State Street
Boston, Massachusetts 02109
Common Stock Kahn Brothers & Co., Inc. 491,112(3) 7.8%
555 Madison Avenue, 22nd Floor
New York, New York 10022
Salomon Smith Barney Inc.
388 Greenwich Street
Common Stock New York, New York 10013 355,105(4) 5.7%
</TABLE>
_______________________
(1) The ESOP is administered by the Bank as Plan Administrator and by a
committee established pursuant to the ESOP ("ESOP Committee"). The assets
of the ESOP are held in a trust ("ESOP Trust") for which Marine Midland
Bank serves as trustee ("ESOP Trustee"). The ESOP Trust purchased such
shares following the Bank's Conversion with funds borrowed from the
Company. The Common Stock acquired by the ESOP is released from a suspense
account and allocated annually to the accounts of participants based upon
the contributions made to the ESOP by the Company. The ESOP Committee may
instruct the ESOP Trustee regarding investment of assets held in the ESOP
Trust. The ESOP Trustee generally votes all allocated shares held in the
ESOP Trust in accordance with the instructions of participants. As of
December 31, 1998, 83,840 of the 528,523 shares were allocated to
participants. Pursuant to the terms of the ESOP, unallocated shares are
generally voted by the ESOP Trustee in a manner calculated to most
accurately reflect the voting instructions received from participants
regarding the allocated shares so long as such vote is in accordance with
the requirements of the Employee Retirement Income Security Act of 1974, as
amended.
(footnotes continued on next page)
3
<PAGE>
(2) Based on information in a Schedule 13G, dated February 9, 1999, filed on
behalf of Wellington Management Company, LLP ("WMC"). WMC has shared voting
power over 450,600 shares and shared dispositive power over all of the
shares shown.
(3) Based on information in a Schedule 13G, dated February 12, 1999, filed on
behalf of Kahn Brothers & Co., Inc. ("Kahn"). Kahn has shared voting and
shared dispositive power over all of the shares shown.
(4) Based on information in a Schedule 13G, dated February 12, 1999, filed on
behalf of Salomon Smith Barney Inc. ("SSB"), a New York corporation,
Salomon Brothers Holding Company Inc. ("SBHC"), a Delaware corporation
which is the sole stockholder of SSB, Salomon Smith Barney Holdings Inc.
("SSBH"), a Delaware corporation which is the sole stockholder of SBHC, and
Citigroup Inc. ("Citigroup"), a Delaware corporation which is the sole
stockholder of SSBH. SSB, SSHC, SSBH and Citigroup have shared voting and
shared dispositive power over all of the shares shown.
(5) Percentages have been calculated on the basis of 6,276,221 shares of Common
Stock, the number of shares of Common Stock outstanding as of February 28,
1999.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the shares
of Common Stock beneficially owned by each director of the Company, by each
executive officer of the Company identified in the Summary Compensation Table
included on page 14 of this Proxy Statement and by all directors and executive
officers of the Company or the Bank as a group as of February 28, 1999. Except
as otherwise indicated, each person and each group shown in the table has sole
voting and investment power with respect to the shares of Common Stock
indicated.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL-OWNERSHIP COMMON-STOCK
NAME TITLE(1) (2)(3)(4)(5)(6) OUTSTANDING(7)
- - -------------------------------- ---------------------------- -------------------- --------------
<S> <C> <C> <C>
Timothy A. Dempsey Chairman of the Board, 87,762 1.4%
Chief Executive Officer
and Director
Ronald J. Gentile President, Chief Operating 73,447 1.2%
Officer and Director
Frances M. Gorish Director 14,920 *
R. Michael Kennedy Director 44,920 *
Fred M. Knipp Director 23,920 *
Emil R. Krahulik Director 13,920 *
Thomas F. Lawrence, Jr. Director 10,920 *
Henry L. Nielsen, Jr. Director 27,920 *
John W. Sanford III Director 12,420 *
Robert N. Smith Director 24,420 *
All directors and executive officers
as a group (15 persons) 492,823 7.8%
____________________________
</TABLE>
* Less than 1.0% of outstanding Common Stock.
(1) Titles are for both the Company and the Bank.
(footnotes continued on next page)
4
<PAGE>
(2) The figures shown include shares held in trust pursuant to the ESOP that
have been allocated as of December 31, 1998 to individual accounts of ESOP
participants as follows: Mr. Dempsey, 1,929 shares; Mr. Gentile, 2,074
shares; and all executive officers as a group, 12,172 shares. Such persons
have voting power (subject to the duties of the ESOP Trustee) but no
investment power, except in limited circumstances, as to such shares. The
figures shown do not include 444,683 shares held in trust pursuant to the
ESOP that have not been allocated to any individual's account and as to
which the members of the Company's ESOP Committee (consisting of Messrs.
Dempsey, Gentile and Budich, Ms. Sobotor-Littell and Ms. Rudy) and each of
the participants identified in the table may be deemed to share investment
power, except in limited circumstances, thereby causing each such person to
be deemed a beneficial owner of such shares. Each of the members of the
ESOP Committee and the participants identified in the table disclaims
beneficial ownership of such shares and, accordingly, such shares are not
attributed to the members of the ESOP Committee or the participants
identified in the table individually. See "Election of Directors--
Executive Compensation-- Employee Stock Ownership Plan and Trust."
(3) The figures shown include shares held pursuant to The Warwick Savings Bank
401(k) Savings Plan ("401(k) Plan") that have been allocated as of February
28, 1999 to individual accounts as follows: Mr. Dempsey, 406 shares; Mr.
Gentile, 3,510 shares; and all executive officers as a group, 14,426
shares. Such persons have shared voting and investment power as to such
shares. See "Election of Directors -- Executive Compensation -- 401(k)
Plan."
(4) The figures shown include shares held under the Recognition and Retention
Plan of Warwick Community Bancorp, Inc. ("RRP"), over which each individual
has sole voting but no investment power, as follows: Mr. Dempsey, 52,855
shares; Mr. Gentile, 36,998 shares; each of Mrs. Gorish and Messrs.
Kennedy, Knipp, Krahulik, Lawrence, Nielsen, Sanford and Smith, 8,919
shares; and all directors and executive officers as a group, 240,480
shares. See "Election of Directors -- Executive Compensation-- Recognition
and Retention Plan."
(5) The figures shown include shares held pursuant to the Benefit Restoration
Plan of The Warwick Savings Bank ("BRP") as to which each person identified
has no voting power, but may be deemed to share investment power, as
follows: Mr. Dempsey, 2,571 shares; Mr. Gentile, 864 shares; and all
executive officers as a group, 3,435 shares. See "Election of Directors--
Executive Compensation-- Benefit Restoration Plan."
(6) The figures shown include shares over which individuals may be deemed to
share voting and investment power (other than as disclosed in notes 2, 3, 4
and 5) as follows: Mr. Dempsey, 15,000 shares; Mr. Gentile, 15,000 shares;
Mr. Kennedy, 17,000 shares; Mr. Knipp, 15,000 shares; Mr. Lawrence, 1,000
shares; Mr. Sanford, 2,500 shares; Mr. Smith, 5,500 shares; and all
directors and executive officers as a group, 83,500 shares.
(7) Percentages with respect to each person or group of persons have been
calculated on the basis of 6,276,221 shares of Common Stock, the number of
shares of Common Stock outstanding as of February 28, 1999. No officer or
director has the right to acquire beneficial ownership of additional shares
of Common Stock within 60 days after February 28, 1999.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Certificate of Incorporation and By-Laws of the Company provide
that the Board of Directors shall be divided into three classes. The directors
of each class serve for a term of three years, with one class elected each year.
In all cases, directors serve until their successors are duly elected and
qualified. Currently, the Board of Directors of the Company consists of 10
members.
The terms of three directors expire at the Annual Meeting. Each of the
three incumbent directors, Ronald J. Gentile, Emil R. Krahulik and Thomas F.
Lawrence, Jr., has been nominated by the Board of Directors to be re-elected at
the Annual Meeting, each to serve for a three-year term expiring at the 2002
Annual Meeting and until their successors are otherwise duly elected and
qualified. Each nominee has consented to being named in this Proxy Statement and
to serve if elected. However, if any nominee should become unable to serve, the
proxies received in response to this solicitation that were voted in favor of
such nominee will be voted for the election of such other person as shall be
designated by the Board of Directors of the Company, unless the Board
5
<PAGE>
of Directors shall determine to reduce the number of directors pursuant to the
By-Laws of the Company. In any event, proxies cannot be voted for a greater
number of persons than the three nominees named.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each
nominee for election as a director and each continuing director whose term does
not expire at the Annual Meeting. There are no arrangements or understandings
between the Company and any director or nominee pursuant to which such person
was elected or nominated to be a director of the Company. For information with
respect to security ownership of directors, see "General Information -- Stock
Ownership of Management."
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE(1) END OF TERM POSITION HELD WITH THE COMPANY SINCE(2)
- - -------------------------- ------- ------------ ------------------------------ ---------
<S> <C> <C> <C> <C>
NOMINEES FOR A THREE-YEAR
TERM EXPIRING IN 2002
Ronald J. Gentile 49 1999 President, Chief Operating Officer 1990
and Director
Emil R. Krahulik 65 1999 Director 1984
Thomas F. Lawrence, Jr. 71 1999 Director 1965
CONTINUING DIRECTORS
Timothy A. Dempsey 65 2001 Chairman Of The Board, Chief 1974
Executive Officer and Director
Frances M. Gorish 71 2000 Director 1979
R. Michael Kennedy 47 2000 Director 1997
Fred M. Knipp 68 2001 Director 1992
Henry L. Nielsen, Jr. 72 2001 Director 1962
John W. Sanford Iii 62 2000 Director 1986
Robert N. Smith 49 2000 Director 1994
</TABLE>
__________________________
(1) At February 28, 1999.
(2) Includes terms as trustee of the Bank and of predecessor affiliated
institutions prior to the incorporation of the Company on September 10,
1997.
The principal occupation and business experience of each nominee for election as
director and each continuing director are set forth below.
6
<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS
RONALD J. GENTILE serves as the President and Chief Operating Officer
and a director of the Company and the Bank. Mr. Gentile joined the Bank and has
been a director since 1990. In addition, he serves as Vice President of the
Bank's wholly owned subsidiaries, including Warsave Development, Inc.
("Warsave"), WSB Financial Services, Inc. ("WSB Financial") and WSB Mortgage
Company of New Jersey, Inc. ("WSB Mortgage"). He also serves as Executive Vice
President of The Warwick Savings Foundation ("Foundation"). Prior to joining the
Bank, Mr. Gentile served as a senior bank examiner for the Federal Deposit
Insurance Corporation. He is also a member of the board of directors of the
TriState Health System, Inc. and Winslow Therapeutic Riding Unlimited, and a
former President and member of the board of directors of the Warwick Valley
Rotary Club.
EMIL R. KRAHULIK has served as a director of the Bank since 1984. He is
a partner in the law firm of Beattie & Krahulik and serves as the Bank's general
counsel.
THOMAS F. LAWRENCE, JR. has served as a director of the Bank since
1965. Mr. Lawrence, now retired, formerly served as President of Warwick Auto
Co. He is also President of the Warwick Cemetery Association. Mr. Lawrence also
serves as a director of Warsave, WSB Financial, WSB Mortgage and the Foundation.
Mr. Lawrence is Nancy L. Sobotor-Littell's father.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE NOMINEES FOR ELECTION AS DIRECTORS.
CONTINUING DIRECTORS
TIMOTHY A. DEMPSEY serves as the Chairman of the Board and Chief
Executive Officer and a director of the Company and the Bank. Mr. Dempsey has
been involved in the financial institutions industry for more than 45 years and
has served as Chief Executive Officer of the Bank since 1985 and as a director
since 1974. He also serves as President and Chief Executive Officer and a
director of Warsave, WSB Financial and WSB Mortgage, and he serves as President
and a director of the Foundation. In addition, he serves as a director of the
Institutional Investors Capital Appreciation Fund, Inc., a director of the
M.S.B. Fund Inc. and Chairman of the Orange County Water Authority.
FRANCES M. GORISH joined the Bank in 1944 and has served as a director
since 1979. Now retired, she served in various capacities for the Bank, most
recently as Vice President and Corporate Secretary. In addition, she serves as
treasurer of the Salvation Army, Lorena Abbott Service Unit, and as treasurer of
the Florida Historical Society. Mrs. Gorish also serves as a director of
Warsave, WSB Financial, WSB Mortgage and the Foundation.
R. MICHAEL KENNEDY has served as a director of the Bank since 1997. Mr.
Kennedy is a general partner and manager of various real estate companies, all
managed through Kennedy Companies, Inc. He is also the general managing partner
of the Fireplace Restaurant.
FRED M. KNIPP has served as a director of the Bank since 1984. He is
the President and Chief Executive Officer and a director of the Warwick Valley
Telephone Company and a director of Centrex Communications Corporation.
HENRY L. NIELSEN, JR. has served as a director of the Bank since 1962.
He is the President of Nielsen Construction Co., Inc. and is a director of the
Warwick Valley Telephone Company. He is also a trustee of the
7
<PAGE>
Warwick Historical Society and the Warwick Cemetery Association. Mr. Nielsen
also serves as a director of Warsave, WSB Financial and WSB Mortgage.
JOHN W. SANFORD III has served as a director of the Bank since 1986.
Mr. Sanford also serves as President of John W. Sanford & Son, Inc., an
insurance agency, and is a partner in Maple Terrace Farms, a dairy beef
business.
ROBERT N. SMITH has served as a director of the Bank since 1994. Mr.
Smith also serves as a director of the Foundation. He is currently the President
of Lazear-Smith Funeral Homes, Inc. Mr. Smith is also sole proprietor of Smith
and Gesell Associates, a bookkeeping and tax preparation service.
BOARD AND COMMITTEE MEETINGS
The Board of Directors generally meets twice a month and may have
additional special meetings from time to time. During the seven-month period
ended December 31, 1998, the Board of Directors met 13 times. No current
director attended fewer than 75% (except Mr. Dempsey, who, as a result of
hospitalization in 1998, attended 71%) of the total number of Board meetings and
committee meetings of which such director was a member.
The Board of Directors of the Company maintains the following standing
committees:
The EXECUTIVE COMMITTEE currently consists of Mr. Dempsey, Mr. Nielsen,
Mr. Lawrence, Mrs. Gorish, Mr. Krahulik and Mr. Sanford. The Executive Committee
generally oversees the affairs of the Company, considers proposals from
management in relation to the election of officers and makes recommendations to
the Board regarding those individuals nominated to officer positions. The
Executive Committee met 14 times during the seven-month period ended December
31, 1998.
The AUDIT COMMITTEE currently consists of Mr. Sanford, Mr. Kennedy, Mr.
Lawrence, Mrs. Gorish and Mr. Smith. The Audit Committee meets periodically with
its independent certified public accountants to arrange the Company's annual
financial statement audit and to review and evaluate recommendations made during
the annual audit. The Audit Committee also reviews and evaluates the procedures
and performances of the Company's internal auditing staff. The Audit Committee
met 2 times during the seven-month period ended December 31, 1998.
The COMPENSATION COMMITTEE currently consists of Mrs. Gorish, Mr.
Kennedy, Mr. Smith and Mr. Sanford. The Compensation Committee is responsible
for overseeing the development, implementation and conduct of the Company's
employment and personnel policies, notices and procedures, including the
administration of the Company's and the Bank's compensation and benefit
programs. The Compensation Committee met 4 times during the seven-month period
ended December 31, 1998.
The NOMINATING COMMITTEE consists of Messrs. Nielsen, Lawrence and
Dempsey. The Nominating Committee recommends candidates for election to the
Board of Directors. The Nominating Committee was formed as of January 1, 1999,
and did not meet during the seven-month period ended December 31, 1998.
DIRECTORS' COMPENSATION
FEE ARRANGEMENTS. Currently, each director of the Bank who is not an
employee of the Bank or the Company receives a fee of $500 for each Board
meeting attended and $250 for each committee meeting attended. In addition, the
members of the Re-Inspection Committee of the Bank each receive an annual fee of
$250.
8
<PAGE>
Directors of the Company are not separately compensated for their services as
such. In 1999, each non-employee director will also receive a $10,000 retainer,
which will be paid quarterly.
OPTION PLAN AND RRP. The Stock Option Plan of Warwick Community
Bancorp, Inc. ("Option Plan") and the Recognition and Retention Plan of Warwick
Community Bancorp, Inc. ("RRP") were adopted by the Board of Directors of the
Company and subsequently approved by the Company's shareholders at a special
meeting held on June 24, 1998. On June 24, 1998, the effective date of the
Option Plan, each non-officer director of the Company was granted a
non-qualified stock option to purchase 19,819 shares of Common Stock. These
options are scheduled to vest, that is, become exercisable, at a rate of 20% per
year over a five-year period beginning on June 24, 1999 and will become
immediately exercisable upon the director's death or disability. If the proposed
amendments to the Option Plan are approved by shareholders at the Annual
Meeting, these options will also become immediately exercisable upon the
"retirement" of the director or a "change in control" of the Company, as such
terms are defined in the Option Plan. See "Proposal Three."
Similarly, on June 24, 1998, the effective date of the RRP, each
non-officer director was awarded 8,919 shares of Common Stock. These awards are
also scheduled to vest at a rate of 20% per year over a five-year period
beginning on June 24, 1999 and will become 100% vested upon the director's death
or disability. If the proposed amendments to the RRP are approved by
shareholders at the Annual Meeting, 100% vesting will also occur upon the
"retirement" of the director or a "change in control" of the Company, as such
terms are defined in the RRP. See "Proposal Four."
EXECUTIVE OFFICERS
The following individuals are the executive officers of the Company and
have the titles set forth across from their names.
<TABLE>
<CAPTION>
Name Positions Held with the Company
- - ---- -------------------------------
<S> <C>
Timothy A. Dempsey Chairman of the Board and Chief Executive Officer
Ronald J. Gentile President and Chief Operating Officer
Arthur W. Budich Senior Vice President, Treasurer and Chief Financial Officer
Laurence D. Haggerty Senior Vice President
Donna M. Lyons Senior Vice President/Auditor
Barbara A. Rudy Senior Vice President
Nancy L. Sobotor-Littell Corporate Secretary and Director of Human Resources
</TABLE>
The executive officers of the Company are elected annually and hold
office until their respective successors have been elected and qualified or
until death, resignation or removal by the Board of Directors. The Company has
entered into employment agreements with certain of its executive officers which
set forth the terms of their employment. See "-- Executive Compensation --
Employment Agreements."
Biographical information of the executive officers of the Company who
are not directors is set forth below.
ARTHUR W. BUDICH, age 48, has served as the Senior Vice President,
Treasurer and Chief Financial Officer of the Bank since 1992. He has been
employed by the Bank in various capacities since 1986. He also serves as
Treasurer of Warsave, WSB Financial and WSB Mortgage and as Vice President and
Treasurer of the Foundation.
9
<PAGE>
LAURENCE D. HAGGERTY, age 55, has served as Senior Vice President in
the Commercial Lending department of the Bank since joining the Bank in 1991.
DONNA M. LYONS, age 43, has served as Senior Vice President of the Bank
since 1992 and has served as Auditor of the Bank since joining the Bank in 1989.
BARBARA A. RUDY, age 46, has served as a Senior Vice President of the
Bank since 1991 and has served as Senior Vice President in the Mortgage
Servicing department of the Bank since 1996. She has been employed by the Bank
in various capacities since 1972.
NANCY L. SOBOTOR-LITTELL, age 41, has served as the Corporate Secretary
and Director of Human Resources of the Bank since 1988. She has been employed by
the Bank in various capacities since 1975. In addition, she serves as Corporate
Secretary of Warsave, WSB Financial and WSB Mortgage and as Secretary of the
Foundation. Ms. Sobotor-Littell is Mr. Lawrence's daughter.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPANY'S COMPENSATION COMMITTEE IS
PROVIDED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE SEC. PURSUANT TO
SUCH RULES AND REGULATIONS, THIS REPORT SHALL NOT BE DEEMED "SOLICITING
MATERIAL" FILED WITH THE SEC SUBJECT TO REGULATION 14A OR 14C OF THE SEC OR
SUBJECT TO SECTION 18 OF THE EXCHANGE ACT.
Under the rules and regulations of the Securities and Exchange
Commission, the Company is required to provide certain information with respect
to the compensation and benefits provided to the Company's chief executive
officer ("CEO") and other executive officers of the Company for the Company's
last completed fiscal year. Compensation for the Company's CEO and other
executive officers is generally determined on a calendar year basis, rather than
a fiscal year basis. The Company recently changed its fiscal year end from May
31st to December 31st. Accordingly, the discussion below reflects decisions with
respect to the compensation and benefits provided to the CEO and the other
executive officers for calendar year 1998. Because the Company had no
significant assets, liabilities or operations until December 23, 1997, the
discussion below reflects the policies of the Compensation Committee
(previously, the Budget Committee) of the Bank prior to such date and the
Compensation Committee of the Company subsequent to such date.
The Compensation Committee annually reviews and makes recommendations
to the Board of Directors of the Company regarding the policies that govern
executive compensation and stock ownership programs, including the compensation
of Mr. Dempsey, the Chairman of the Board and CEO of the Company. The
Compensation Committee of the Company is comprised of four members of the Board
of Directors of the Company who are not officers of the Bank or the Company and
for calendar year 1998 consisted of Mr. Nielsen, Mrs. Gorish, Mr. Kennedy and
Mr. Smith.
The overall compensation structure of the Company is aimed at
establishing a compensation package that rewards both individual performance and
the Company's performance and is competitive with compensation levels at
comparable banking institutions. In connection with the conversion of the Bank
from mutual to stock form and the initial public offering of the Company in
1997, the Bank retained a nationally recognized compensation consulting firm as
an independent compensation expert with respect to the Company's plans and
programs. Based upon published professional survey data of similarly situated
publicly-traded financial institutions operating in relevant markets, such firm
rendered an opinion to the Bank that, with respect to the total cash
compensation for executive officers, such compensation, viewed as a whole and on
an individual basis, was reasonable and proper in comparison to the compensation
provided to the executive officers at similarly situated publicly-traded
financial
10
<PAGE>
institutions, and that the shares of stock to be reserved under the ESOP, the
RRP and the Option Plan, as a whole, were reasonable in comparison to similar
publicly-traded financial institutions.
BASE SALARY. In 1997, the Compensation Committee compared the salaries
of the Company's officers with those of nine other peer banks (Catskill Savings
Bank, Cayuga Savings Bank, Cortland Savings Bank, Fulton Savings Bank, Oneida
Savings Bank, Oswego City Savings Bank, The Rome Savings Bank, Skaneatles
Savings Bank and Watertown Savings Bank) and a group of nine other banks located
in the same geographical area as the Bank (Goshen Savings Bank, MSB Bank,
Pawling Savings Bank, Putnam County Savings Bank, Rhinebeck Savings Bank,
Rondout Savings Bank, Sawyer Savings Bank, Ulster Savings Bank and Walden
Savings Bank), taking into account asset size and relative performance. The
relative performance was measured using financial performance factors for the
year 1996 and the first six months of 1997. The peer group and the group of
banks in the Bank's geographical area are different than the companies included
in the Nasdaq Composite Index and Nasdaq Bank Composite Index used in the
Performance Graph on page 13 of this Proxy Statement since these two indices
reflect the stock performance of a significantly broader group of companies and
financial institutions.
Based upon such comparison, the Compensation Committee concluded that,
in order to give the Company's executive officers incentives to keep performing
at their current and higher levels, the salary levels for the Company's CEO and
other executive officers should reflect the level of performance achieved by the
Bank and should be aligned with the interests of the Company's shareholders. In
addition, the Compensation Committee concluded that salary level should take
into account the officer's individual responsibility and performance as well.
STOCK OWNERSHIP PROGRAMS. The Compensation Committee believes that
providing executive officers with significant stock ownership and stock options
aligns the interests of executive officers with the interests of the Company's
shareholders. In this regard, the Company adopted the ESOP at the time of the
Company's initial public offering in 1997. In addition, as contemplated during
the Bank's Conversion and the Company's initial public offering, in April 1998
the Board of Directors of the Company adopted, and in June 1998 the Company's
shareholders approved, the Option Plan and the RRP.
In June 1998, stock options were granted under the Option Plan to
certain officers, including Messrs. Dempsey and Gentile, at an exercise price
equal to the fair market value of the Company's shares on the date of grant.
These grants were awarded to provide an incentive for future performance by
giving the grantees, including the executive officers, equity interests in the
Company. The size of the grants to executive officers were based in part on the
practices of other similar institutions and in part on the performance and
position of the executive officer of the Company. Such stock options are
generally granted for a term of 10 years and generally vest (that is, become
exercisable) 20% upon the first anniversary of the date of grant, and 20% more
on each subsequent anniversary thereof, with 100% vesting in the event of death
or disability.
In June 1998, shares of the Company's stock were awarded under the RRP
to certain officers, including Messrs. Dempsey and Gentile. The number of shares
awarded to each executive officer was based in part on the practices of other
similar institutions and in part on the performance and position of the
executive officer of the Company. Such stock awards generally vest (that is,
become distributable to the officer) 20% upon the first anniversary of the date
of the award, and 20% more on each subsequent anniversary thereof, with 100%
vesting in the event of death or disability.
CHIEF EXECUTIVE OFFICER. The Compensation Committee reviewed the
performance of Mr. Dempsey as the CEO of the Bank and the Company over the prior
year and concluded that his performance was excellent, in terms of the continued
development and achievement of the Bank's and the Company's overall strategic
goals and objectives as set forth in the Bank's business plan, the successful
Conversion of the Bank and the initial public offering of the Company, and the
Bank's and the Company's successful financial results since the Conversion,
including the growth in the Bank's asset base and leveraging of the new capital
raised in the Company's initial public offering. Mr. Dempsey also actively
participated in a variety of outside organizations and causes, including
11
<PAGE>
various community and industry organizations, which served to benefit the
Company. Based upon the foregoing, the Compensation Committee recommended, and
the Board of Directors approved, an increase in Mr. Dempsey's annual rate of
salary from $200,000 for calendar year 1997 to $210,000 for calendar year 1998.
In addition, based on the considerations discussed above, in June 1998, Mr.
Dempsey was granted options to purchase 100,000 shares of the Company's stock
under the Option Plan and was awarded 52,855 shares of the Company's stock under
the RRP. In December 1998, the Compensation Committee recommended, and the Board
of Directors approved, an increase in Mr. Dempsey's annual rate of salary to
$250,000 for calendar year 1999 based upon Mr. Dempsey's continued excellent
performance as CEO of the Bank and the Company during 1998.
The 1998 Compensation Committee:
Henry L. Nielsen, Jr., Chairman
Frances M. Gorish
R. Michael Kennedy
Robert N. Smith
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the Compensation Committee consisted of Mr. Nielsen, Mrs.
Gorish, Mr. Kennedy and Mr. Smith. There are no interlocks, as defined under the
rules and regulations of the SEC, between members of the Compensation Committee
or executive officers of the Company and corporations with respect to which such
persons are affiliated, or otherwise.
12
<PAGE>
PERFORMANCE GRAPH
Pursuant to the rules and regulations of the SEC, the graph below,
prepared by SNL Securities, L.C., compares the performance of the Company's
Common Stock with that of the Nasdaq Composite Index (U.S. Companies) and the
Nasdaq Bank Composite Index (banks and bank holding companies, over 99% of which
are based in the United States) from December 23, 1997, the date of the
Company's initial public offering, through December 31, 1998. The graph is based
on an investment of $100 in the Company's Common Stock at its closing price of
$15.625 on December 23, 1997 and assumes the reinvestment of all dividends in
additional shares of the same class of equity securities as those below.
WARWICK COMMUNITY BANCORP, INC.
TOTAL RETURN PERFORMANCE
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------
INDEX 12/23/97 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Warwick Community Bancorp, Inc. 100.00 111.20 113.60 107.20 81.07 94.97
NASDAQ-- Total US 100.00 104.02 121.71 125.24 113.38 146.23
NASDAQ Bank Index 100.00 102.99 108.88 106.80 90.07 102.01
</TABLE>
______________________________
Note: There can be no assurance that the stock performance of Warwick Community
Bancorp, Inc. will continue into the future with the same or similar
trends depicted in the graph above.
13
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the Chief
Executive Officer and all executive officers of the Company who received
aggregate salary and bonus in excess of $100,000 during the seven-month period
ended December 31, 1998 (the "Named Executive Officers") for services rendered
in all capacities to the Company and the Bank during the seven-month period
beginning June 1, 1998 and ending December 31, 1998 and during the fiscal years
ending May 31, 1998 and May 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS(1)
------------------------------------------------------------------------------
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARDS OPTIONS PAY- SATION
PRINCIPAL POSITION YEAR* ($)(2) ($) ($)(3) ($)(4) (#)(5) OUTS ($)(6)
- - -------------------------- ----- ------- ------- -------- ---------- ------- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey 1998 133,656 -- -- 918,356 100,000 -- 32,525
Chairman of the Board and 1998 208,067 -- -- -- -- -- 37,430
Chief Executive Officer 1997 189,750 -- -- -- -- -- 5,052
Ronald J. Gentile 1998 87,514 -- -- 642,840 65,000 -- 24,395
President and Chief 1998 135,282 -- -- -- -- -- 23,717
Operating Officer 1997 123,862 -- -- -- -- -- 3,618
</TABLE>
_________________________
* The figures on the first line for 1998 are for the seven-month period ended
December 31, 1998. The figures on the second and third lines are for the
fiscal years ending May 31, 1998 and May 31, 1997, respectively. For
purposes of determining the officers who received aggregate salary and
bonus in excess of $100,000 during the seven-month period ended December
31, 1998, the $100,000 has been prorated.
(1) For the periods shown, neither the Company nor the Bank had any long-term
incentive plan ("LTIP") in existence.
(2) Salary includes the amount of each individual's salary deferrals under the
401(k) Plan.
(3) For the periods shown, there were no: (a) perquisites with an aggregate
value for any named individual in excess of the lesser of $50,000 or 10% of
the total of the individual's salary and bonus for the year; (b) payments
of above-market preferential earnings on deferred compensation; (c)
payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; or (d) preferential discounts on stock.
(4) Pursuant to the RRP, Mr. Dempsey and Mr. Gentile were awarded 52,855 and
36,998 shares of stock, respectively, as of June 24, 1998, which vest at a
rate of 20% per year over a five-year period beginning on June 24, 1999,
with 100% vesting in cases of death or disability. Dividends which are
declared and paid are distributed at the same time as the related shares.
The dollar amounts shown in the table for the seven-month period ended
December 31, 1998 are based on the closing price of the Common Stock on
June 24, 1998, which was $17.375, as reported on the National Market System
of the Nasdaq Stock Market ("Nasdaq National Market"). The aggregate fair
market value of the stock awards made to Messrs. Dempsey and Gentile were
$779,611 and $545,721, respectively, on December 31, 1998, based on the
closing price of $14.75 per share on that date. During the fiscal years
ended May 31, 1998 and May 31, 1997, neither the Company nor the Bank
maintained any restricted stock plans. For a description of the RRP as
proposed to be amended, see "Proposal Four."
(5) Pursuant to the Option Plan, Mr. Dempsey and Mr. Gentile were awarded
100,000 and 65,000 options, respectively, as of June 24, 1998, which are
exercisable at a rate of 20% per year over a five-year period beginning on
June 24, 1999, with 100% vesting in cases of death or disability. As of
December 31, 1998, none of such options were exercisable. For a description
of the Option Plan as proposed to be amended, see "Proposal Three."
(footnotes continued on next page)
14
<PAGE>
(6) Includes the matching contributions made by the Bank under the 401(k) Plan,
which for the seven-month period ended December 31, 1998 totaled $2,256 for
Mr. Dempsey and $1,596 for Mr. Gentile. Also includes the value of
allocations under the ESOP, which for the seven-month period ended December
31, 1998 totaled $13,909 for Mr. Dempsey and $15,237 for Mr. Gentile. Also
includes the Bank's contributions to the trust established for the BRP
(excluding amounts contributed with respect to supplemental retirement
benefits thereunder) with respect to supplemental 401(k) Plan benefits and
supplemental ESOP benefits, which for the seven-month period ended December
31, 1998 totaled $15,940 for Mr. Dempsey and $7,142 for Mr. Gentile. The
dollar amounts with respect to allocations under the ESOP and contributions
under the BRP with respect to supplemental ESOP benefits are based on
$14.75 per share, the closing price of the Common Stock as reported on the
Nasdaq National Market on December 31, 1998. See "-- 401(k) Plan," "--
Employee Stock Ownership Plan and Trust" and "-- Benefit Restoration Plan."
Also includes the dollar value of the premiums paid by the Bank for the
benefit of the executive officer, which for the seven-month period ended
December 31, 1998 totaled $420 for each of Mr. Dempsey and Mr. Gentile.
EMPLOYMENT AGREEMENTS. Effective upon the Conversion of the Bank, the
Company entered into Employment Agreements with each of Mr. Dempsey, Mr.
Gentile, Mr. Budich and Ms. Sobotor-Littell ("Senior Executives"). The
Employment Agreements provide for three-year terms, with automatic daily
extensions such that the remaining terms of the Employment Agreements shall be
three years unless written notice of non-renewal is given by the Company or the
Senior Executive, and, in any event, will terminate on the last day of the month
following the Senior Executive's 68th birthday. The Employment Agreements
provide that the Senior Executive's base salary will be reviewed annually. It is
anticipated that this review will be performed by the Company's Compensation
Committee and approved by the non-employee members of the Board of Directors,
and the Senior Executive's base salary may be increased on the basis of such
officer's job performance and the overall performance of the Company. The
Employment Agreements also provide for, among other things, entitlement to
participation in stock, retirement and welfare benefit plans and reimbursement
for ordinary and necessary business expenses. Senior Executives would also be
entitled to reimbursement of certain costs incurred in interpreting or enforcing
the Employment Agreements. The Employment Agreements provide for termination by
the Company at any time for "cause" as defined in the Employment Agreements.
In the event that (i) the Company terminates a Senior Executive's
employment for reasons other than for cause, (ii) a Senior Executive resigns
from the Company for certain reasons specified in the Employment Agreements or
(iii) a "change of control" as defined in the Employment Agreements occurs, the
Senior Executive (or, in the event of the Senior Executive's death, such Senior
Executive's estate) would be entitled to a lump sum cash payment in an amount
generally equal to (a) the Senior Executive's earned but unpaid salary, (b) the
present value of the amount the Senior Executive would have earned in salary had
he or she continued working through the unexpired term of the Employment
Agreement and (c) the present value of the additional contributions or benefits
that such Senior Executive would have earned under the specified employee
benefit plans or programs of the Bank or the Company during the remaining term
of the Employment Agreement and payments that would have been made under any
incentive compensation plan during the remaining term of the Employment
Agreement. The Employment Agreements also provide for the cashout of any stock
options, appreciation rights or restricted stock as if the Senior Executive was
fully vested. The Bank and the Company would also continue the Senior
Executive's life, health and any disability insurance or other benefit plan
coverage for the remaining term of the Employment Agreement. Reasons specified
as grounds for resignation for purposes of the Employment Agreements include:
failure to elect or re-elect the Senior Executive to such officer's position;
failure to vest in the Senior Executive the functions, duties or authority
associated with such position; if the Senior Executive is a member of the Board
of Directors of the Bank or Company, failure to re-nominate or re-elect such
Senior Executive to such Board; any material breach of contract by the Bank or
the Company that is not cured within 30 days after written notice thereof; or a
change in the Senior Executive's principal place of employment to a location in
excess of 50 miles from the Bank's principal office in Warwick, New York. In
general, for purposes of the Employment Agreements and the plans maintained by
the Company or the Bank, a "change of control" will generally be deemed to occur
when a person or group of persons acting in concert acquires beneficial
ownership of 25% or more of any class of equity security of the Company or the
Bank, upon shareholder approval of certain mergers or consolidations of the
Company or the Bank, upon liquidation or sale of substantially all the assets of
15
<PAGE>
the Company or the Bank or upon a contested election of directors which results
in a change in the majority of the Board of Directors.
Cash and benefits paid to a Senior Executive under the Employment
Agreement, together with payments under other benefit plans, following a change
of control of the Bank or the Company may constitute an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended
("Code"), resulting in the imposition of a 20% excise tax on the recipient and
the denial of the deduction for such excess amounts to the Company and the Bank.
In the event that any amounts paid to a Senior Executive following a change of
control would constitute excess parachute payments, the Employment Agreements
provide that such Senior Executives will be indemnified for any excise taxes
imposed due to such excess parachute payments, and any additional excise, income
and employment taxes imposed as a result of such tax indemnification.
EMPLOYEE RETENTION AGREEMENTS. Effective upon the Conversion, the Bank
entered into Retention Agreements with each of Mr. Haggerty, Ms. Lyons, Ms. Rudy
and Mr. Arthur S. Anderson ("Contract Employees"). The purpose of the Retention
Agreements is to secure the Contract Employees' continued availability and
attention to the Bank's affairs, relieved of distractions arising from the
possibility of a corporate change of control. The Retention Agreements do not
impose an immediate obligation on the Bank to continue the Contract Employees'
employment, but provide for a period of assured employment ("Assurance Period")
in the event of a "change of control" as defined in the Retention Agreements,
which definition is similar to the definition of change of control contained in
the Employment Agreements. The Retention Agreements provide for one-year terms,
with automatic daily extensions such that the remaining term shall be one year
unless written notice of non-renewal is given by the Bank or the Contract
Employee, and, in any event, will end on the last day of the month following the
Contract Employee's 68th birthday. The Retention Agreements provide for an
initial Assurance Period of one year commencing on the date of a change of
control during the term of the Retention Agreement. In general, the applicable
Assurance Periods will be automatically extended on a daily basis under the
Retention Agreements until written notice of non-extension is given by the Bank
or the Contract Employee, in which case the Assurance Period would end on the
first anniversary of the date such notice is given.
If a Contract Employee is discharged without "cause," as defined in the
Retention Agreements, during the Assurance Period, or prior to the commencement
of the Assurance Period but within 3 months of, and in connection with, a change
of control, or the Contract Employee voluntarily resigns during the Assurance
Period for certain specified reasons, the Contract Employee (or, in the event of
the Contract Employee's death, such Contract Employee's estate) would be
entitled to a lump sum cash payment in an amount generally equal to (a) the
Contract Employee's earned but unpaid salary, (b) the present value of the
amount the Contract Employee would have earned in salary had he or she continued
working during the remaining term of the Assurance Period and (c) the present
value of the additional contributions or benefits that such that Contract
Employee would have earned under the specified employee benefit plans or
programs of the Bank or Company during the remaining term of the Assurance
Period. Reasons specified as grounds for resignation for purposes of the
Retention Agreements include: failure to elect or re-elect the Contract Employee
to such officer's position; failure to vest in the Contract Employee the
functions, duties or authority associated with such position; if the Contract
Employee is a member of the Board of Directors of the Bank or Company, failure
to re-nominate or re-elect such Contract Employee to such Board; certain
reduction in salary or material reduction in benefits; any material breach of
contract by the Bank or the Company that is not cured within 30 days after
written notice thereof; or a change in the Contract Employee's principal place
of employment to a location in excess of 50 miles from the Bank's principal
office in Warwick, New York.
The Retention Agreements also provide for the cashout of stock options,
appreciation rights or restricted stock as if the Contract Employee was fully
vested. Each Contract Employee's life, health and any disability coverage would
also be continued during the Assurance Period. The total amount of termination
benefits payable to each Contract Employee under the Retention Agreements is
limited to three times the Contract Employee's average total compensation for
the prior five calendar years. Payments to the Contract Employees under their
16
<PAGE>
respective Retention Agreements will be guaranteed by the Company to the extent
that the required payments are not made by the Bank.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. The Company established, and
the Bank adopted, for the benefit of eligible employees, an ESOP and related
trust, which became effective upon completion of the Conversion. Substantially
all employees of the Bank or the Company who have completed 1,000 hours of
service during a consecutive twelve-month period will be eligible to become
participants in the ESOP.
Generally, shares held in the ESOP trust are allocated among the
accounts of participants who are employees of the Bank or the Company on the
last day of the plan year on the basis of the participants' total taxable
compensation for the year of allocation. Benefits generally become vested at the
rate of 20% per year beginning on a participant's third year of service, with
100% vesting after seven years of service (including past service). Participants
also become immediately vested upon termination of employment due to death,
retirement at age 65 or older, permanent disability or upon the occurrence of a
change of control. The ESOP generally provides that, upon certain changes of
control as described in the ESOP, unallocated shares in the ESOP will be sold to
repay any outstanding loan and all remaining unallocated shares or proceeds
thereof will be allocated among participants who were employed immediately
preceding the change of control in proportion to compensation for that part of
the year prior to the change of control.
A participant who terminates employment prior to the end of a plan year
for reasons other than death, retirement or disability will not receive an
allocation under the ESOP for that plan year. Forfeitures will be reallocated
among remaining participating employees in the same proportion as the annual
allocation that is made on the basis of compensation. Vested benefits may be
paid in a single sum or installment payments and are payable upon death,
retirement at age 65 or older, disability or separation from service.
The ESOP is administered by the Bank as the Plan Administrator and by a
committee established pursuant to the ESOP ("ESOP Committee"). Marine Midland
Bank has been appointed as the trustee for the ESOP. The ESOP Committee may
instruct the trustee regarding investment of funds contributed to the ESOP. The
ESOP trustee, subject to its fiduciary duty, must vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees.
Under the ESOP, unallocated shares generally will be voted in a manner
calculated to most accurately reflect the instructions received from
participants regarding the allocated stock as long as such vote is in accordance
with the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
STOCK OPTION PLAN. The Board of Directors of the Company adopted the
Option Plan, which was subsequently approved by the Company's shareholders on
June 24, 1998. On February 2, 1998, the Board of Directors adopted the proposed
amendments to the Option Plan, subject to the approval of the shareholders of
the Company at the Annual Meeting. For a complete description of the Option Plan
and the proposed amendments to the Option Plan, see "Proposal Three."
The following table summarizes the grants of stock options that were
made to the CEO and the Named Executive Officers during the seven-month period
ended December 31, 1998.
17
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1998
INDIVIDUAL GRANTS
--------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE-AT-ASSUMED
NUMBER OF OPTIONS/ ANNUAL-RATE-OF-STOCK-
SECURITIES SARS PRICE-APPRECIATION-FOR
UNDERLYING GRANTED TO OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN EXERCISE OR -----------------------
GRANTED FISCAL-YEAR BASE-PRICE EXPIRATION 5% 10%
NAME (#)(1) (%) ($ PER SHARE) DATE ($) ($)
- - -------------------- ------------- -------------- --------------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey 100,000 17.7 17.00 06/24/08 $1,069,121 $2,709,362
Ronald J. Gentile 65,000 11.5 17.00 06/24/08 $694,929 $1,761,085
</TABLE>
__________________________
(1) The options set forth in the above table were granted on June 24, 1998 and
generally remain exercisable until June 24, 2008, subject to earlier
expiration upon termination of employment, as defined in the Option Plan.
The options generally vest at a rate of 20% per year over a five-year
period beginning on June 24, 1999. In the case of termination due to death
or disability, all options granted become immediately exercisable.
(2) The dollar amounts under these columns are the result of calculations
assuming that the Company's Common Stock appreciates in value from the date
of grant to the end of the option term at an annualized rate of 5% and 10%
per year, the assumed percentages set by the SEC. The amounts shown are not
intended to forecast possible future appreciation, if any, in the price of
the Company's Common Stock.
The following table provides certain information with respect to the
number of shares of Common Stock represented by unexercised options held by the
CEO and the Named Executive Officers as of December 31, 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES DURING 1998
AND 1998 YEAR-END OPTION/SAR VALUES
-----------------------------------
NUMBER OF
SHARES VALUE SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED REALIZED UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
ON ON AT YEAR-END 1998 AT YEAR-END 1998
EXERCISE EXERCISE (#)(1) ($)(2)
NAME (#)(1) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------- ---------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Timothy A. Dempsey -- -- 0 100,000 -- 0
Ronald J. Gentile -- -- 0 65,000 -- 0
</TABLE>
_________________________
(1) None of the outstanding options held by the Named Executive Officers were
exercisable as of December 31, 1998.
(2) As of December 31, 1998, none of the outstanding options held by the Named
Executive Officers were in-the-money based upon the difference between
$14.75, the closing price of the Common Stock as reported on the Nasdaq
National Market on December 31, 1998, and the $17.00 exercise price of the
options.
RECOGNITION AND RETENTION PLAN. The Board of Directors of the Company
adopted the RRP, which was subsequently approved by the Company's shareholders
on June 24, 1998. On February 2, 1999, the Board of Directors adopted the
proposed amendments to the RRP, subject to the approval of the shareholders of
the
18
<PAGE>
Company at the Annual Meeting. For a complete description of the RRP and the
proposed amendments to the RRP, see "Proposal Four."
401(K) PLAN. The Bank maintains The Warwick Savings Bank 401(k) Savings
Plan ("401(k) Plan"), a tax-qualified profit-sharing plan under Sections 401(a)
and 401(k) of the Code. Employees who satisfy prescribed eligibility
requirements may make pre-tax salary deferrals under section 401(k) of the Code.
Salary deferrals are made by election, subject to the limits prescribed by the
401(k) Plan and a limit imposed under the Code (which is $10,000 for 1998). The
Bank makes matching contributions equal to a percentage of salary contributions
determined annually by the Bank, up to 3% of salary. Employees are fully vested
in their salary deferrals and become incrementally vested in the Bank's
contribution after one year and fully vested in the Bank's contributions after
five years.
The Bank amended the 401(k) Plan in connection with the Conversion to
provide that the Bank's matching contributions will be invested in an investment
fund consisting primarily of Common Stock of the Company. In addition,
participating employees may elect to invest all or a portion of their remaining
account balances in such investment fund or the other investment funds provided
under the 401(k) Plan. Common Stock held by the 401(k) Plan may be newly issued
or treasury shares acquired from the Company or outstanding shares purchased in
the open market or in privately negotiated transactions. All Common Stock held
by the 401(k) Plan is held by an independent trustee and allocated to the
accounts of individual participants. Participants control the exercise of voting
and tender rights relating to the Common Stock held in their accounts.
PENSION PLAN. The Bank maintains The Warwick Savings Bank Defined
Benefit Pension Plan ("Pension Plan"), a non-contributory, tax-qualified defined
benefit pension plan, for eligible employees. All employees, except (i) those
paid on an hourly basis or contract basis, (ii) leased employees or (iii)
employees regularly employed by outside employers for maintenance of properties,
are eligible to participate in the Pension Plan upon the later of (i) the end of
the twelve-month period in which he or she completes 1,000 hours of service or
(ii) the date he or she attains age 21. The Pension Plan provides an annual
benefit for each participant, including the executive officers named in the
Summary Compensation Table above, equal to 2% of the participant's average
annual compensation, multiplied by the participant's years of credited service,
up to a maximum of 30 years.
Average annual compensation is the average of a participant's
compensation over the three years of employment out of the participant's last
10-year period of employment during which the participant's compensation is the
highest. A participant is fully vested in his or her pension benefit after five
years of service. The Pension Plan is funded by the Bank on an actuarial basis,
and all assets are held in trust by the Pension Plan trustee.
BENEFIT RESTORATION PLAN. In connection with the Conversion, the Bank
adopted the Benefit Restoration Plan of The Warwick Savings Bank ("BRP") to
provide eligible employees with the benefits that would be due to such employees
under the Pension Plan, the 401(k) Plan and the ESOP if such benefits were not
limited under the Code. The BRP is also intended to make up allocations lost by
participants of the ESOP who retire prior to the complete repayment of the ESOP
loan. BRP benefits to be provided with respect to the Pension Plan are reflected
in the pension table and BRP benefits to be provided with respect to the ESOP
and the 401(k) Plan are reflected in the Summary Compensation Table.
PENSION PLAN TABLE. The following table sets forth the estimated annual
benefits payable under the Pension Plan upon a participant's normal retirement
at age 65, expressed in the form of a single life annuity, and any related
amounts payable under the BRP, for the average annual compensation and years of
credited service specified.
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<PAGE>
<TABLE>
<CAPTION>
PENSION PLAN TABLE(1)
YEARS OF CREDITED SERVICE AT RETIREMENT
AVERAGE ANNUAL ------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35(2)
- - ----------------- ---------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
$125,000 $37,500 $ 50,000 $ 62,500 $ 75,000 $ 75,000
150,000 45,000 60,000 75,000 90,000 90,000
175,000(3) 52,500 70,000 87,500 105,000 105,000
200,000(3) 60,000 80,000 100,000 120,000 120,000
225,000(3) 67,500 90,000 112,500 135,000(4) 135,000(4)
250,000(3) 75,000 100,000 125,000 150,000(4) 150,000(4)
300,000(3) 90,000 120,000 150,000(4) 180,000(4) 180,000(4)
</TABLE>
_______________________
(1) The annual benefits shown in the table above assume the participant would
receive his or her retirement benefits under the Pension Plan and the BRP
in the form of a straight life annuity at normal retirement age.
(2) Normal retirement benefits are limited to 60% of average annual
compensation.
(3) For the Pension Plan year ending September 30, 1998, the annual
compensation for calculating benefits under the Pension Plan may not exceed
$160,000 (as adjusted for subsequent years pursuant to Code provisions).
The limitation is $160,000 for the plan year beginning October 1, 1998 and
will be adjusted to reflect cost of living increases after 1998 in
accordance with Section 401(a)(17) of the Code. The table reflects amounts
payable in conjunction with the BRP.
(4) These are hypothetical benefits based upon the Pension Plan's normal
retirement benefit formula. The maximum annual benefit permitted under
Section 415 of the Code in 1998 is $130,000 or, if higher, a member's
current accrued benefit as of December 31, 1982 (but not more than
$136,425). The $130,000 ceiling will be adjusted to reflect cost of living
increases after 1998 in accordance with Section 415 of the Code. The BRP
will provide the difference between the amounts appearing in this table and
the maximum amount allowed by the Code.
The following table sets forth the years of credited service and the
average annual compensation (as defined above), determined as of December 31,
1998, for each of the individuals named in the Summary Compensation Table.
YEARS OF CREDITED SERVICE AVERAGE ANNUAL
------------------------- --------------
YEARS MONTHS COMPENSATION
----- ------ ------------
Mr. Dempsey......... 25 6 $206,812
Mr. Gentile......... 8 7 $133,006
TRANSACTIONS WITH CERTAIN RELATED PERSONS
From time to time the Bank makes loans or extends credit to its
executive officers and to certain persons related to its executive officers and
directors, to the extent consistent with applicable laws and regulations. All
such loans are made by the Bank in the ordinary course of business and on the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and do not and will not
involve more than the normal risk of collectibility or present other unfavorable
features. The outstanding principal balance of such loans to executive officers
and to persons related to executive officers and directors totaled approximately
$364,695 as of December 31, 1998. In addition, the Bank has committed a line of
credit of $2.5 million to the Warwick Valley Telephone Company, of which
$400,000 was outstanding at December 31, 1998. Mr. Knipp is the Chief Executive
Officer and Mr. Nielsen is a director of the Warwick Valley Telephone Company.
20
<PAGE>
Mr. Krahulik is a partner in the law firm of Beattie & Krahulik, which
the Bank retains to provide certain legal services. In the seven-month period
ended December 31, 1998, the Bank paid $102,620 for legal services provided
during such period. In addition, the firm received fees in the amount of
approximately $459,869 from third parties pursuant to its representation of the
Bank in loan closings and other legal matters for the seven-month period ended
December 31, 1998. WSB Mortgage and Beattie & Krahulik are co-tenants on the
lease for WSB Mortgage's office in West Milford, New Jersey.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors
and executive officers, and any person holding more than ten percent of the
Company's Common Stock, are required to file initial reports of ownership of the
Company's Common Stock and reports of changes in that ownership with the SEC.
Specific due dates for these reports have been established, and the Company is
required to disclose in this Proxy Statement any failure to file by these dates
during the seven-month period ended December 31, 1998. All of such filing
requirements of the Company's directors and executive officers were satisfied
during the seven-month period ended December 31, 1998, based upon their written
representations and copies of the reports that they have filed with the SEC.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Arthur Andersen LLP to
act as independent auditors for the Company for the fiscal year ending December
31, 1999, subject to ratification of such appointment by the Company's
shareholders. Representatives of Arthur Andersen LLP are expected to be present
at the Annual Meeting. The representatives will have an opportunity to make a
statement if they desire to do so and will be available to respond to questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE COMPANY
PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE STOCK OPTION PLAN
OF WARWICK COMMUNITY BANCORP, INC.
GENERAL PLAN INFORMATION
The Company adopted the Option Plan subject to approval by shareholders
of the Company, and the shareholders approved the Option Plan on June 24, 1998
("Option Plan Effective Date"). The Option Plan provides for the grant of
options to purchase Common Stock of the Company ("Options") to certain officers,
employees and outside directors of the Company, the Bank or any affiliate
approved by the Company's Board of Directors. The Option Plan is not subject to
ERISA and is not a tax-qualified plan under the Code. Pursuant to
21
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the regulations of the New York Banking Board ("NYBB") and the Federal Deposit
Insurance Corporation ("FDIC") applicable to management stock benefit plans
established or implemented by a savings bank or its holding company within one
year following the completion of the savings bank's mutual to stock conversion,
the Option Plan contains certain restrictions and limitations, including, among
others, provisions requiring the vesting of Options granted under the Option
Plan to occur no more rapidly than 20% per year beginning on the first
anniversary of the date the Option Plan is approved by shareholders, with
accelerated vesting only in cases of death or disability of the Option holder.
The Board of Directors has adopted amendments to the Option Plan,
subject to approval by shareholders of the Company at the Annual Meeting, for
the purpose of allowing accelerated vesting of Options upon the "retirement" of
the Option holder or a "change in control" of the Company, as such terms are
defined in the Option Plan, and to make certain other changes to the Option
Plan, as described below (these changes are collectively referred to herein as
the "Option Plan Amendments"). The Option Plan Amendments do not increase the
number of shares reserved for issuance under the Option Plan, decrease the price
per share at which Options may be granted under the Option Plan or alter the
classes of individuals eligible to participate in the Option Plan. In the event
that the Option Plan Amendments are not approved by shareholders at the Annual
Meeting, the Option Plan Amendments will not take effect, but the Option Plan as
originally adopted will remain in effect. The principal provisions of the Option
Plan, as it would be amended by the Option Plan Amendments, are summarized
below. The full text of the Option Plan Amendments is set forth as Appendix A to
this Proxy Statement, to which reference is made, and the summary of the Option
Plan Amendments provided below is qualified in its entirety by such reference.
DESCRIPTION OF THE OPTION PLAN
ADMINISTRATION. The Board of Directors and the members of the
Compensation Committee who are Disinterested Directors ("Option Committee")
administer the Option Plan. Subject to certain specific limitations and
restrictions set forth in the Option Plan and such limitations as may be imposed
from time to time by the Board of Directors, the Option Committee has the
authority to interpret the Option Plan, to prescribe, amend and rescind rules
and regulations, if any, relating to the Option Plan and to make all
determinations necessary or advisable for the administration of the Option Plan.
STOCK SUBJECT TO THE OPTION PLAN. The Company reserved 660,654 shares
of Common Stock ("Option Shares") for issuance upon the exercise of Options.
Such Option Shares may be authorized and unissued shares or shares previously
issued and reacquired by the Company.
ELIGIBILITY. Subject to the terms of the Option Plan, employees,
directors and officers of the Company, the Bank or any affiliate approved by the
Company's Board of Directors are eligible to participate in the Option Plan.
TERMS AND CONDITIONS OF OPTIONS. The Option Plan provides for the grant
of options which qualify for favorable federal income tax treatment as
"incentive stock options" ("ISOs") and non-qualified stock options which do not
so qualify ("NQSOs"). ISOs are subject to certain restrictions under the Code.
Unless otherwise designated by the Option Committee, Options granted under the
Option Plan will be NQSOs, will be exercisable at a price per share equal to the
fair market value of a share of Common Stock on the date of the Option grant and
will be exercisable for a period of ten years after the date of grant, subject
to earlier expiration upon termination of employment, as defined in the Option
Plan.
Currently, the Option Plan requires that Options granted under the
Option Plan become exercisable no more rapidly than 20% per year beginning on
June 24, 1999, with accelerated vesting only upon death or disability of the
Option holder. The proposed Option Plan Amendments would permit accelerated
vesting upon a "change
22
<PAGE>
in control" of the Company or the "retirement" of the Option holder, as such
terms are defined in the Option Plan. Pursuant to the Option Plan, as amended by
the Option Plan Amendments, all Options that are outstanding as of the date of
the Option holder's retirement or a change in control of the Company will
automatically become fully vested and exercisable.
MERGERS AND REORGANIZATIONS; ADJUSTMENTS FOR EXTRAORDINARY DIVIDENDS.
The number of shares available under the Option Plan and the outstanding Options
will be adjusted to reflect any merger, consolidation or business reorganization
in which the Company is the surviving entity, and to reflect any stock split,
stock dividend or other event generally affecting the number of shares. The
Option Plan currently provides that, if a merger, consolidation or other
business reorganization occurs and the Company is not the surviving entity,
outstanding exercisable Options may be canceled upon 30 days' written notice to
the Option holder so long as the Option holder receives payment determined by
the Company's Board of Directors to be the equivalent value of the canceled
Options. The proposed Option Plan Amendments would permit the Board of Directors
to cancel and provide payment for any Options, whether or not exercisable, under
such circumstances.
The Option Plan currently provides that the Company may, in the
discretion of the Option Committee, either make a cash payment to Option holders
or adjust the exercise price, or a combination of both, to equitably reflect any
extraordinary non-stock dividend that may be paid which results in a non-taxable
return of capital or to reflect any other distribution of property to
shareholders otherwise than by dividend; PROVIDED, HOWEVER, that no such action
will be taken without the approval of the Superintendent of Banks of the State
of New York until the shareholders of the Company have voted to approve such
provisions of the Option Plan by a majority of the votes cast in a vote taken
after December 23, 1998. Approval of the Option Plan Amendments will effectively
eliminate the existing requirement to obtain the Superintendent's approval for
any such action. The Company has no present intention to take any such action.
TERMINATION OR AMENDMENT OF THE OPTION PLAN
Unless sooner terminated, the Option Plan will terminate automatically
on the day preceding the tenth anniversary of the Option Plan Effective Date.
The Board may suspend or terminate the Option Plan in whole or in part at any
time prior to the tenth anniversary of the Option Plan Effective Date by giving
written notice of such suspension or termination to the Option Committee. In the
event of any suspension or termination of the Option Plan, all Options
theretofore granted under the Option Plan that are outstanding on the date of
such suspension or termination of the Option Plan will remain outstanding under
the terms of the agreements granting such Options.
The Board may amend or revise the Option Plan in whole or in part at
any time, but if the amendment or revision amends a material term of the Option
Plan, such amendment or revision will be subject to approval by the shareholders
of the Company to the extent required to comply with Section 162(m) of the Code.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO
THE STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
23
<PAGE>
PROPOSAL FOUR
APPROVAL OF AMENDMENTS TO THE RECOGNITION AND RETENTION PLAN
OF WARWICK COMMUNITY BANCORP, INC.
GENERAL PLAN INFORMATION
The Company adopted the RRP subject to approval by shareholders of the
Company, and the shareholders approved the RRP on June 24, 1998 ("RRP Effective
Date"). The RRP provides for stock awards ("Awards") to certain officers,
employees, outside directors and directors emeritus of the Company, the Bank or
any affiliate approved by the Company's Board of Directors. The RRP is not
subject to ERISA and is not a tax-qualified plan under the Code. Pursuant to the
regulations of the NYBB and the FDIC applicable to management stock benefit
plans established or implemented by a savings bank or its holding company within
one year following the completion of the savings bank's mutual to stock
conversion, the RRP contains certain restrictions and limitations, including,
among others, provisions requiring the vesting of Awards granted under the RRP
to occur no more rapidly than 20% per year beginning on the first anniversary of
the date the RRP is approved by shareholders, with accelerated vesting only in
cases of death or disability of the Award holder.
The Board of Directors has adopted amendments to the RRP, subject to
approval by shareholders of the Company at the Annual Meeting, for the purpose
of allowing accelerated vesting of Awards upon the "retirement" of the Award
holder or a "change in control" of the Company, as such terms are defined in the
RRP (these changes are collectively referred to herein as the "RRP Amendments").
The RRP Amendments do not increase the number of shares reserved for Awards
under the RRP or alter the classes of individuals eligible to participate in the
RRP. In the event that the RRP Amendments are not approved by shareholders at
the Annual Meeting, the RRP Amendments will not take effect, but the RRP as
originally adopted will remain in effect. The principal provisions of the RRP,
as it would be amended by the RRP Amendments, are summarized below. The full
text of the RRP Amendments is set forth as Appendix B to this Proxy Statement,
to which reference is made, and the summary of the RRP Amendments provided below
is qualified in its entirety by such reference.
DESCRIPTION OF THE RRP
ADMINISTRATION. The Board of Directors and the members of the
Compensation Committee who are Disinterested Directors ("RRP Committee")
administer the RRP. Subject to certain specific limitations and restrictions set
forth in the RRP, and such limitations as may be imposed from time to time by
the Board of Directors, the RRP Committee has authority to interpret the RRP, to
prescribe, amend and rescind rules and regulations, if any, relating to the RRP
and to make all determinations necessary or advisable for the administration of
the RRP.
STOCK SUBJECT TO THE RRP. The Company has established a trust ("RRP
Trust") and has contributed to the RRP Trust a sufficient amount to permit the
RRP trustee to purchase 264,261 shares of Common Stock.
ELIGIBILITY. Subject to the terms of the RRP, employees, officers,
outside directors and directors emeritus of the Company, the Bank or any
affiliate approved by the Company's Board of Directors are eligible to
participate in the RRP.
TERMS AND CONDITIONS OF AWARDS. Stock subject to Awards is held in
trust pursuant to the RRP until vested. An individual to whom an Award is
granted is entitled to exercise voting rights and receive dividends with respect
to stock subject to Awards granted to him whether or not vested, which will be
distributed at the same time as the related shares.
24
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The shares covered by an Award will become vested in accordance with
the terms of the Award and, as soon as practicable following such vesting, the
trustee will transfer the shares to the recipient. Currently, the RRP requires
that Awards granted will vest no more rapidly than 20% per year beginning on
June 24, 1999, with accelerated vesting only upon death or disability. The
proposed RRP Amendments would permit accelerated vesting upon a "change in
control" of the Company or the "retirement" of an Award holder, as such terms
are defined in the RRP. Pursuant to the RRP, as amended by the RRP Amendments,
all Awards that are outstanding as of the date of the Award holder's retirement
or a change in control of the Company will automatically become fully vested.
TERMINATION OR AMENDMENT OF THE RRP
The Board may suspend or terminate the RRP in whole or in part at any
time by giving written notice of such suspension or termination to the RRP
Committee, but the RRP may not be terminated while there are outstanding Awards
that may thereafter become vested. Upon the termination of the RRP, the trustee
shall make distributions from the RRP Trust in such amounts and to such persons
as the RRP Committee may direct and shall return the remaining assets of the RRP
Trust, if any, to the Company. The Board of Directors of the Company may amend
or revise the RRP in whole or in part at any time.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE
RECOGNITION AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
ADDITIONAL INFORMATION
NOTICE OF BUSINESS TO BE CONDUCTED AT ANNUAL MEETING
The By-Laws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an Annual Meeting or to nominate
any person for election to the Board of Directors. The shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Corporate Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or received by the Corporate Secretary not later than the following
dates: (i) with respect to an annual meeting of shareholders, 60 days in advance
of the anniversary of the previous year's annual meeting if the current year's
meeting is to be held within 30 days prior to, on the anniversary date of, or
after the anniversary of the previous year's annual meeting; and (ii) with
respect to an annual meeting of shareholders held at a time other than within
the time periods set forth in the immediately preceding clause (i), or with
respect to a special meeting of shareholders for the election of directors, the
close of business on the 10th day following the date on which notice of such
meeting is first given to shareholders. Notice shall be deemed to first be given
to shareholders when disclosure of such date of the meeting of shareholders is
first made in a press release reported to the Dow Jones News Services,
Associated Press or comparable national news service, or in a document publicly
filed by the Company with the SEC pursuant to Section 13, 14 or 15(d) of the
Exchange Act. A shareholder's notice to the Corporate Secretary shall set forth
such information as required by the By-Laws of the Company. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy card relating to an annual meeting any shareholder proposal
or nomination which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal or nomination is
received. See "-- Date For Submission of Shareholder Proposals."
25
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DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Pursuant to the proxy soliciting regulations of the SEC, any
shareholder proposal intended for inclusion in the Company's proxy statement and
proxy card relating to the Company's 2000 Annual Meeting of Shareholders must be
received by the Company on or before November 17, 1999. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and proxy card for such meeting any shareholder proposal which does
not meet the requirements of the SEC in effect at the time. Any such proposal
will be subject to 17 C.F.R. ss.240.14a-8 of the rules and regulations
promulgated by the SEC under the Exchange Act.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matters to be brought before the shareholders
at the Annual Meeting. If, however, any other matters not now known are properly
brought before the meeting, the persons named in the accompanying Proxy Card
will vote the shares represented by all properly executed proxies on such
matters in such manner as shall be determined by a majority of the Board of
Directors.
FINANCIAL STATEMENTS
A copy of the Company's Annual Report for the transition period
beginning June 1, 1998 and ending December 31, 1998, containing consolidated
statements of financial condition as of December 31, 1998 and May 31, 1998 and
related consolidated statements of income, changes in shareholders' equity and
cash flows for the seven-month period ended December 31, 1998 and the fiscal
years ended May 31, 1998 and 1997, prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. The
consolidated financial statements have been audited by Arthur Andersen LLP whose
report thereon appears in the Annual Report. The Annual Report serves as the
Bank's Annual Disclosure Statement for purposes of the regulations of the
Federal Deposit Insurance Corporation. Upon request, shareholders will be
furnished, free of charge, an additional copy of the Annual Report.
The Company is required to file a transition report on Form 10-K for
the transition period beginning June 1, 1998 and ending December 31, 1998 with
the SEC. Shareholders may obtain, free of charge, a copy of such transition
report (excluding exhibits) by writing to Margaret E. Sgombick, Assistant Vice
President and Marketing Director, The Warwick Savings Bank, P.O. Box 591,
Warwick, New York 10990-0591. A copy of the Form 10-K is also available on the
SEC's Electronic Data Gathering Analysis and Retrieval ("EDGAR") System at the
SEC's website, www.sec.gov.
By Order of the Board of Directors,
By: /s/ Nancy L. Sobotor-Littell
----------------------------------
Nancy L. Sobotor-Littell
Corporate Secretary
Warwick, New York
March 19, 1999
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
26
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Appendix A
----------
FIRST AMENDMENT TO THE
STOCK OPTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
Pursuant to Section 8.2 of the Stock Option Plan of Warwick Community
Bancorp, Inc. ("Plan"), the Plan is amended as follows, effective as of the
effective dates set forth below:
1. ARTICLE II -- Effective as of June 24, 1998, Section 2.9 shall be amended
in its entirety to read as follows:
SECTION 2.9 EFFECTIVE DATE means June 24, 1998.
2. ARTICLE V-- Effective as of December 24, 1998, the proviso appearing at the
end of section 5.3(b) shall be amended and restated in its entirety to read as
follows:
PROVIDED, HOWEVER, that such an Option shall become fully
exercisable, and all optioned Shares not previously
purchased shall become available for purchase, on the date
of the Option holder's death, Disability or Retirement or
upon the date of a Change in Control.
3. ARTICLE VI -- Effective as of December 24, 1998, the first proviso appearing
at the end of section 6.5(c) shall be amended and restated in its entirety to
read as follows:
PROVIDED, HOWEVER, that such an Option shall become fully
exercisable, and all optioned Shares not previously
purchased shall become available for purchase, on the date
of the Option holder's death, Disability or Retirement or
upon the date of a Change in Control;
4. ARTICLE VIII-- Effective as of December 24, 1998, the first clause of
section 8.3(b) shall be amended and restated to read as follows:
In the event of any merger, consolidation, or other business
reorganization in which the Company is not the surviving
entity, any Options granted under the Plan which remain
outstanding, whether or not exercisable, may be canceled as
of the effective date of such merger, consolidation,
business reorganization, liquidation or sale by the Board
upon 30 days' written notice to the Option holder;
5. ARTICLE VIII -- Effective as of April 20, 1999, section 8.3(c) shall be
amended and restated to read as follows:
(c) In the event that the Company shall declare and
pay any dividend with respect to Shares (other than a dividend
payable in Shares) which results in a nontaxable return of
capital to the holders of Shares for federal income tax
purposes or otherwise than by dividend makes distribution of
property to the holders of its Shares, the Company shall, in
the discretion of the Committee, either:
(i) make an equivalent payment to each Person
holding an outstanding Option as of the record date for
such dividend. Such payment shall be made at
substantially the same time, in substantially the same
form and in substantially
A-1
<PAGE>
the same amount per optioned Share as the dividend or
other distribution paid with respect to outstanding
Shares; PROVIDED, HOWEVER, that if any dividend or
distribution on outstanding Shares is paid in property
other than cash, the Company, in the Committee's
discretion, may make such payment in a cash amount per
optioned Share equal in fair market value to the fair
market value of the non-cash dividend or distribution;
or
(ii) adjust the Exercise Price of each outstanding
Option in such manner as the Committee may determine to
be appropriate to equitably reflect the payment of the
dividend; or
(iii) take the action described in section
8.3(c)(i) with respect to certain outstanding Options
and the action described in section 8.3(c)(ii) with
respect to the remaining outstanding Options.
A-2
<PAGE>
Appendix B
----------
FIRST AMENDMENT TO THE
RECOGNITION AND RETENTION PLAN OF WARWICK COMMUNITY BANCORP, INC.
Pursuant to Section 8.2 of the Recognition and Retention Plan of
Warwick Community Bancorp, Inc. ("Plan"), the Plan is amended as follows,
effective as of the effective dates set forth below:
1. ARTICLE II -- Effective as of June 24, 1998, Section 2.12 shall be amended
in its entirety to read as follows:
SECTION 2.12 EFFECTIVE DATE means June 24, 1998.
2. ARTICLE II -- Effective as of December 24, 1998, Article II shall be amended
by adding the following new section 2.22 "Retirement" immediately after section
2.21 appearing therein and redesignating all remaining sections of Article II
and all cross-references thereto accordingly. Section 2.22 shall read in its
entirety as follows:
SECTION 2.22 RETIREMENT means retirement at or after the
normal or early retirement date set forth in any tax-
qualified retirement plan of the Bank.
3. ARTICLE VI -- Effective as of December 24, 1998, the first proviso appearing
at the end of section 6.8(a)(iii) shall be amended and restated in its entirety
to read as follows:
PROVIDED, HOWEVER, that such an Award shall become fully
vested on the date of the Award holder's death, Disability
or Retirement or upon the date of a Change of Control;
4. ARTICLE VII -- Effective as of December 24, 1998, the second proviso of
section 7.1 shall be amended and restated to read as follows:
AND PROVIDED, FURTHER, that such an Award shall become 100%
vested on the date of the Award holder's death, Disability
or Retirement or upon the date of a Change of Control.
5. ARTICLE VII-- Effective as of December 24, 1998, the first proviso appearing
at the end of section 7.2 shall be amended and restated in its entirety to read
as follows:
PROVIDED, HOWEVER, that such an Award shall become fully
vested on the date of the Award holder's death, Disability
or Retirement or upon the date of a Change of Control;
B-1
<PAGE>
REVOCABLE PROXY
WARWICK COMMUNITY BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WARWICK COMMUNITY BANCORP, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, APRIL 20, 1999
The undersigned shareholder of Warwick Community Bancorp, Inc.
("Company") hereby appoints Timothy A. Dempsey, Fred M. Knipp and Douglas J.
McClintock, or any of them, with full powers of substitution, to attend and act
as proxy for the undersigned and to vote all shares of common stock of the
Company which the undersigned may be entitled to vote at the Annual Meeting of
Shareholders ("Annual Meeting") to be held at The Inn at Central Valley, Smith
Clove Road, Central Valley, New York 10917, on Tuesday, April 20, 1999 at 9:30
a.m., Eastern time, and at any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1 AND FOR THE PROPOSALS IN
ITEMS 2, 3 AND 4.
PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE |X|
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<S> <C> <C> <C> <C>
1. Election of Directors for a three-year term. FOR WITHHOLD FOR ALL EXCEPT
(except as marked to the contrary below) |_| |_| |_|
Ronald J. Gentile
Emil R. Krahulik
Thomas F. Lawrence, Jr.
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark "For All Except" and write
that nominee's name in the space provided below.
</TABLE>
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Ratification of the appointment of Arthur Andersen LLP FOR AGAINST ABSTAIN
as independent auditors for the Company for the fiscal |_| |_| |_|
year ending December 31, 1999.
- - -------------------------------------------------------------------------------------------------------------------
3. Approval of the amendments to the Stock Option Plan FOR AGAINST ABSTAIN
of Warwick Community Bancorp, Inc. |_| |_| |_|
- - -------------------------------------------------------------------------------------------------------------------
4. Approval of the amendments to the Recognition and FOR AGAINST ABSTAIN
Retention Plan of Warwick Community Bancorp, Inc. |_| |_| |_|
- - -------------------------------------------------------------------------------------------------------------------
</TABLE>
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENT OR POSTPONEMENT THEREOF. AS OF THE DATE OF THE PROXY
STATEMENT FOR THE ANNUAL MEETING, THE BOARD OF DIRECTORS OF THE COMPANY
IS NOT AWARE OF ANY SUCH OTHER BUSINESS.
PLEASE MARK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING. |_| (IMPORTANT: IF
YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL
DOCUMENTATION TO ATTEND THE ANNUAL MEETING.)
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" ALL NOMINEES IN
ITEM 1 AND "FOR" THE PROPOSALS IN ITEMS 2, 3 AND 4.
The undersigned hereby acknowledges receipt of the Notice of the 1999 Annual
Meeting of Shareholders and the Proxy Statement, dated March 19, 1999, for the
Annual Meeting to be held on April 20, 1999.
- - --------------------------------------------------------------------------------
Signature of Shareholder
- - --------------------------------------------------------------------------------
Signature of Shareholder
Dated:__________________________________________________________________________
Please sign exactly as your name appears on this proxy card. Joint owners should
each sign personally. If signing as attorney, executor, administrator, trustee
or guardian, please include your full title. Corporate proxies should be signed
by an authorized officer.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
<PAGE>
[Letterhead of Warwick Community Bancorp, Inc.]
March 19, 1999
TO: ALL RECOGNITION AND RETENTION PLAN PARTICIPANTS
RE: ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 1999
-----------------------------------------------------------
Dear Participants:
As you know, The Warwick Savings Bank's parent company, Warwick
Community Bancorp, Inc. ("Company") maintains the Recognition and Retention Plan
of Warwick Community Bancorp, Inc. ("RRP") which provides for stock awards to
certain eligible officers, directors and directors emeritus of the Company. The
trust established for the RRP holds shares of the Company for the benefit of
participants in this plan. These shares are held by Orange County Trust Company
as trustee ("Trustee") for the RRP.
As a participant in the RRP, you have the right to direct the Trustee
how to vote the shares held by the RRP in your account on the proposals to be
voted on by the Company's shareholders at the Annual Meeting of Shareholders of
the Company to be held on April 20, 1999 ("Annual Meeting"). In connection
therewith, enclosed are the following documents:
1. RRP Confidential Voting Instruction Form; and
2. Proxy Statement for the Annual Meeting, dated March 19, 1999.
RRP participants may direct how the Trustee should vote the unvested
shares of his or her RRP account as of the close of business on March 3, 1999.
The Trustee will vote unvested shares of the Company's common stock allocated to
your RRP account in accordance with the instructions given on the enclosed RRP
Confidential Voting Instruction Form. The number of unvested shares contained in
your RRP account are shown on the enclosed RRP Confidential Voting Instruction
Form.
The Trustee's fiduciary duties require it not to vote any unvested
shares allocated to a participant's RRP account for which it receives no voting
instructions. To the extent that shares have not been allocated to any
participant's RRP account , such shares shall be voted by the Trustee in such
manner as the Committee of the RRP shall direct to reflect the voting
instructions given by participants for those unvested shares contained in
participants' RRP accounts.
* * * * *
Your instruction is very important. You are encouraged to review the
enclosed material carefully and to complete, sign and date the enclosed RRP
Confidential Voting Instruction Form. RETURN IT DIRECTLY TO THE TRUSTEE USING
THE POSTAGE-PAID RETURN ENVELOPE PROVIDED. The Confidential Voting Instruction
Forms must be received by the Trustee no later than [April 10, 1999.] Your vote
will not be revealed to the Company or The Warwick Savings Bank.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR VOTING RIGHTS OR THE TERMS OF
THE RRP, PLEASE CALL MS. NANCY SOBOTOR-LITTELL AT (914) 986-2206, EXTENSION 247.
Very truly yours,
THE COMMITTEE OF WARWICK COMMUNITY
BANCORP, INC. FOR THE RECOGNITION AND
RETENTION PLAN OF WARWICK COMMUNITY
BANCORP, INC.
Enclosures
<PAGE>
FOR OFFICE USE ONLY
Name:
No. of Shares:
WARWICK COMMUNITY BANCORP, INC.
CONFIDENTIAL VOTING INSTRUCTION FOR THE RECOGNITION AND RETENTION PLAN OF
WARWICK COMMUNITY BANCORP, INC.
I acknowledge that Orange County Trust Company is the trustee (the "Trustee")
and holder of record of shares of Warwick Community Bancorp, Inc. (the
"Company") common stock under the Recognition and Retention Plan of Warwick
Community Bancorp, Inc. (the "RRP"). I understand that the above-stated number
of unvested shares are contained in my account under the RRP as of March 3, 1999
and will be voted as indicated below all as described in the accompanying letter
from the Committee dated March 19, 1999. Any unvested shares of a participant's
account held in the RRP for which no instructions are received will not be
voted. To the extent that the RRP contains shares not allocated to an account,
the Trustee will vote those shares as the Committee directs to reflect the
voting directions given by participants with respect to allocated shares.
Further, I understand that my voting instructions are solicited by the Committee
for the RRP for the Annual Meeting of Shareholders to be held on April 20, 1999
and any adjournment or postponement thereof. I understand that the proposals to
be voted on are more particularly described in the Company's Proxy Statement,
dated March 19, 1999, a copy of which I have received.
I hereby direct the Trustee to
vote my shares as follows: |X| Please mark your votes like this in blue or
black ink
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Election of Directors for a three-year term. FOR all Nominees (except WITHHOLD
as otherwise indicated) for all Nominees
NOMINEES: |_| |_|
Ronald J. Gentile
Emil R. Krahulik
Thomas F. Lawrence, Jr.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - ----------------------------------------------------------
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Ratification of appointment of Arthur Andersen LLP FOR AGAINST ABSTAIN
as independent auditors for the Company for the fiscal |_| |_| |_|
year ending December 31, 1999.
- - -----------------------------------------------------------------------------------------------------------------------------------
3. Approval of the amendments to the Stock Option Plan FOR AGAINST ABSTAIN
of Warwick Community Bancorp, Inc. |_| |_| |_|
- - -----------------------------------------------------------------------------------------------------------------------------------
4. Approval of the amendments to the Recognition and FOR AGAINST ABSTAIN
Retention Plan of Warwick Community Bancorp, Inc. |_| |_| |_|
- - -----------------------------------------------------------------------------------------------------------------------------------
IN ITS DISCRETION, THE TRUSTEE IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. AS OF THE DATE OF THE PROXY STATEMENT FOR THE ANNUAL
MEETING, THE BOARD OF DIRECTORS OF THE COMPANY IS NOT AWARE OF ANY SUCH OTHER BUSINESS.
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM
1 AND THE PROPOSALS IN ITEMS 2, 3 AND 4.
The Trustee of the RRP, Orange County Trust Company, is hereby authorized to
vote my shares as indicated above, I understand that if I sign this form without
indicating specific instructions, or if I fail to return this form, my shares
will not be voted. I understand that my voting instructions will be
confidential.
- - -------------------------- -----------------------------------
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE. YOUR CONFIDENTIAL VOTING INSTRUCTION MUST BE
RECEIVED BY THE TRUSTEE NO LATER THAN [APRIL 10, 1999.]
<PAGE>
[Letterhead of Warwick Community Bancorp, Inc.]
March 19, 1999
TO: ALL EMPLOYEE STOCK OWNERSHIP PLAN AND
401(K) SAVINGS PLAN PARTICIPANTS
RE: ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 1999
-----------------------------------------------------------
Dear Participants:
As you know, The Warwick Savings Bank 401(k) Savings Plan ("401(k)
Plan") includes an investment alternative to invest in a fund consisting of
shares of common stock of The Warwick Savings Bank's parent company, Warwick
Community Bancorp, Inc. ("Company") using funds from the 401(k) Plan account
("401(k) Stock Fund") of eligible employees, and the Company maintains the
Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") for
eligible employees of the Company. The 401(k) Stock Fund and ESOP each hold
shares of the Company for the benefit of participants in those plans. These
shares are held by Marine Midland Bank as trustee ("Trustee") for each of the
ESOP and the 401(k) Plan.
As a participant in the ESOP and/or the 401(k) Plan, you have the right
to direct the Trustee how to vote the shares held in your account under the ESOP
and/or shares held in your account under the 401(k) Stock Fund on the proposals
to be voted on by the Company's shareholders at the Annual Meeting of
Shareholders of the Company to be held on April 20, 1999 ("Annual Meeting"). In
this regard, enclosed are the following:
1. ESOP Confidential Voting Instruction Form;
2. 401(k) Plan Confidential Voting Instruction Form; and
3. Proxy Statement for the Annual Meeting, dated March 19, 1999.
ESOP PARTICIPANTS.
ESOP participants may direct how the Trustee, as Trustee for the ESOP,
should vote the shares allocated to his or her ESOP account as of the close of
business on March 3, 1999. The Trustee will vote shares of the Company's common
stock allocated to your account in accordance with the instructions given on the
enclosed ESOP Confidential Voting Instruction Form. The number of shares
allocated to your ESOP account are shown on the enclosed ESOP Confidential
Voting Instruction Form.
The Trustee's fiduciary duties require it to vote any shares for which
it receives no voting instructions, as well as any shares not yet allocated to
ESOP participants, in a manner determined to be prudent and solely in the
interest of the participants and beneficiaries. If you do not direct the Trustee
how to vote the shares in your ESOP account, the Trustee will, to the extent
consistent with its fiduciary duties, vote your shares in a manner calculated to
most accurately reflect the
<PAGE>
-2-
instructions received from other participants in the ESOP. The same is true of
shares not yet allocated to anyone's ESOP account.
If you do not have any shares of the Company's common stock allocated
to your account in the ESOP as of the close of business on March 3, 1999, there
will be no ESOP Confidential Voting Instruction Form enclosed with this letter.
401(K) PLAN PARTICIPANTS.
- - -------------------------
401(k) Plan participants may direct how the Trustee, as Trustee for the
401(k) Plan, should vote the shares allocated to that participant's 401(k) stock
account. In general, the Trustee will vote shares of the Company's common stock
held in the 401(k) Plan in accordance with the instructions given on the
enclosed 401(k) Plan Confidential Voting Instruction Form. The instructions
given by each 401(k) Plan participant will be weighted according to value of his
or her respective interest in the 401(k) stock account as of the close of
business on March 3, 1999. If you do not direct the Trustee how to vote the
shares in your 401(k) stock account, the Trustee will, to the extent consistent
with its fiduciary duties, vote your shares in a manner calculated to most
accurately reflect the instructions received from other participants in the
401(k) Plan.
If you do not have any shares of the Company's common stock allocated
to your 401(k) Stock Fund as of March 3, 1999, there will be no 401(k) Plan
Confidential Voting Instruction Form enclosed with this letter.
* * * * *
Your instruction is very important. You are encouraged to review the
enclosed material carefully and to complete, sign and date the enclosed ESOP
Confidential Voting Instruction Form and 401(k) Confidential Voting Instruction
Form, as applicable. RETURN IT DIRECTLY TO THE TRUSTEE USING THE POSTAGE-PAID
RETURN ENVELOPE PROVIDED. The Confidential Voting Instruction Forms must be
received by the Trustee no later than [April 10, 1999]. Your vote will not be
revealed to the Company or The Warwick Savings Bank.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR VOTING RIGHTS OR THE TERMS OF
THE ESOP OR 401(K) PLAN, PLEASE CALL MS. NANCY SOBOTOR-LITTELL AT (914)
986-2206, EXTENSION 247.
Very truly yours,
THE COMMITTEE OF WARWICK COMMUNITY
BANCORP, INC. FOR THE WARWICK SAVINGS
BANK 401(K) SAVINGS PLAN AND THE
WARWICK COMMUNITY BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN.
Enclosures
<PAGE>
FOR OFFICE USE ONLY
Name:
No. of Shares:
WARWICK COMMUNITY BANCORP, INC.
CONFIDENTIAL VOTING INSTRUCTION FOR THE WARWICK SAVINGS BANK 401(k) PLAN
I acknowledge that Marine Midland Bank is the trustee (the "Trustee") and holder
of record of shares of Warwick Community Bancorp, Inc. (the "Company") common
stock under The Warwick Savings Bank 401(k) Plan (the "401(k) Plan"). I
understand that the above-stated number of shares are allocated to my account
under the 401(k) Plan as of March 3, 1999 and will be voted as indicated below,
all as described in the accompanying letter from the Committee dated March 19,
1999. Any allocated shares held in the 401(k) Plan for which no instructions are
received will be voted proportionately to the participants' voting instructions.
Further, I understand that my voting instructions are solicited by the Committee
for the 401(k) Plan for the Annual Meeting of Shareholders to be held on April
20, 1999 and any adjournment or postponement thereof. I understand that the
proposals to be voted on are more particularly described in the Company's Proxy
Statement, dated March 19, 1999, a copy of which I have received.
I hereby direct the Trustee to
vote my shares as follows: |X| Please mark your votes like this in blue or
black ink
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Election of Directors for a three-year term. FOR all Nominees (except WITHHOLD
as otherwise indicated) for all Nominees
NOMINEES: |_| |_|
Ronald J. Gentile
Emil R. Krahulik
Thomas F. Lawrence, Jr.
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - ----------------------------------------------------------
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2. Ratification of appointment of Arthur Andersen LLP FOR AGAINST ABSTAIN
as independent auditors for the Company for the fiscal |_| |_| |_|
year ending December 31, 1999.
- - -----------------------------------------------------------------------------------------------------------------------------------
3. Approval of the amendments to the Stock Option Plan FOR AGAINST ABSTAIN
of Warwick Community Bancorp, Inc. |_| |_| |_|
- - -----------------------------------------------------------------------------------------------------------------------------------
4. Approval of the amendments to the Recognition and FOR AGAINST ABSTAIN
Retention Plan of Warwick Community Bancorp, Inc. |_| |_| |_|
- - -----------------------------------------------------------------------------------------------------------------------------------
IN ITS DISCRETION, THE TRUSTEE IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. AS OF THE DATE OF THE PROXY STATEMENT FOR THE ANNUAL
MEETING, THE BOARD OF DIRECTORS OF THE COMPANY IS NOT AWARE OF ANY SUCH OTHER BUSINESS.
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS A VOTE "FOR" ALL NOMINEES IN ITEM
1 AND THE PROPOSALS IN ITEMS 2, 3 AND 4.
The Trustee of the 401(k) Plan, Marine Midland Bank, is hereby authorized to
vote my shares as indicated above, I understand that if I sign this form without
indicating specific instructions, or if I fail to return this form, my shares
will be voted in proportion to the voting instructions of the other
participants, subject to the Trustee's determination that such a vote is for the
exclusive benefit of plan participants and beneficiaries. I understand that my
voting instructions will be confidential.
- - -------------------------- -----------------------------------
Date Signature
PLEASE COMPLETE, SIGN, DATE AND SUBMIT THIS FORM IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE. YOUR CONFIDENTIAL VOTING INSTRUCTION MUST BE
RECEIVED BY THE TRUSTEE NO LATER THAN [APRIL 10, 1999.]
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted
from the consolidated condensed statement of financial condition and the
consolidated condensed statement of income and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0001046209
<NAME> WARWICK COMMUNITY BANCORP, INC.
<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 9,859
<INT-BEARING-DEPOSITS> 652
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 149,491
<INVESTMENTS-CARRYING> 5,999
<INVESTMENTS-MARKET> 5,967
<LOANS> 249,453
<ALLOWANCE> 1,727
<TOTAL-ASSETS> 445,139
<DEPOSITS> 246,886
<SHORT-TERM> 25,310
<LIABILITIES-OTHER> 9,225
<LONG-TERM> 79,480
0
0
<COMMON> 63,440
<OTHER-SE> 20,797
<TOTAL-LIABILITIES-AND-EQUITY> 445,139
<INTEREST-LOAN> 10,599
<INTEREST-INVEST> 6,693
<INTEREST-OTHER> 19
<INTEREST-TOTAL> 17,311
<INTEREST-DEPOSIT> 4,301
<INTEREST-EXPENSE> 3,259
<INTEREST-INCOME-NET> 7,560
<LOAN-LOSSES> 292
<SECURITIES-GAINS> 561
<EXPENSE-OTHER> 8,788
<INCOME-PRETAX> 2,801
<INCOME-PRE-EXTRAORDINARY> 2,801
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,647
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0.28
<YIELD-ACTUAL> 7.45
<LOANS-NON> 719
<LOANS-PAST> 1,362
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 545
<ALLOWANCE-OPEN> 1,513
<CHARGE-OFFS> 99
<RECOVERIES> 21
<ALLOWANCE-CLOSE> 1,727
<ALLOWANCE-DOMESTIC> 1,727
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
