SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ----------------
Commission File Number: 0-23293
WARWICK COMMUNITY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1497903
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing for the past 90 days.
Yes X No
----- -----
As of May 3, 2000, there were 5,381,076 shares of the registrant's
common stock outstanding.
<PAGE>
FORM 10-Q
WARWICK COMMUNITY BANCORP, INC.
INDEX
Page
PART I-- FINANCIAL INFORMATION Number
- ------------------------------ ------
Item 1. Financial Statements -- Unaudited
Consolidated Statements of Financial Condition at
March 31, 2000 and December 31, 1999 3
Consolidated Statements of Income for the three months
ended March 31, 2000 and 1999 4
Consolidated Statement of Changes in Equity for
the three months ended March 31, 2000 5
Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 and 1999 6
Notes to Unaudited Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
PART II -- OTHER INFORMATION
- ----------------------------
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signature Page 18
Exhibit Index 19
================================================================================
Statements contained in this Form 10-Q which are not historical facts are
forward-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those projected. Such risks and uncertainties include, but are not limited
to, general economic conditions; changes in interest rates, deposit flows, loan
demand, real estate values and competition; changes in accounting principles,
policies or guidelines; changes in legislation or regulation; other economic,
competitive, governmental, regulatory or technological factors affecting the
Company's operations, pricing, products and services; and other risks detailed
in documents filed by the Company with the Securities and Exchange Commission
from time to time.
================================================================================
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS -- UNAUDITED
---------------------------------
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Dollars in thousands)
<S> <C> <C>
ASSETS
Cash on hand and in banks................................... $ 12,897 $ 22,209
Federal funds sold.......................................... -- 7,665
Securities:
Available-for-sale, at fair value.................... 186,819 185,072
Held-to-maturity, at amortized cost (fair value of
$1,717 at March 31, 2000 and $1,410 at
December 31, 1999)................................... 1,726 1,418
--------- ---------
Total securities................................... 188,545 186,490
--------- ---------
Mortgage loans.............................................. 291,880 275,229
Commercial loans............................................ 56,021 45,392
Consumer loans.............................................. 29,635 30,641
--------- ---------
Total loans........................................ 377,536 351,262
Allowance for loan losses................................... (2,111) (1,941)
--------- ---------
Total loans, net................................... 375,425 349,321
--------- ---------
Accrued interest receivable................................. 3,357 3,217
FHLBNY stock................................................ 12,533 11,752
Bank premises & equipment, net.............................. 7,815 7,789
Other assets................................................ 24,295 9,270
--------- ---------
Total assets....................................... $ 624,867 $ 597,713
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
NOW and money market........................................ $ 76,692 $ 69,455
Savings..................................................... 92,783 84,671
Certificates of deposit..................................... 89,986 89,223
Non-interest-bearing checking............................... 35,266 39,723
--------- ---------
Total depositor accounts........................... 294,727 283,072
Mortgage escrow funds....................................... 1,388 1,488
Accrued interest payable.................................... 1,591 1,574
Securities sold under agreements to repurchase.............. 67,112 37,375
FHLBNY advances............................................. 188,000 201,675
Other liabilities........................................... 7,595 5,957
--------- ---------
Total liabilities.................................. 560,413 531,141
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 5,000,000 authorized; none
issued............................................... -- --
Common stock, $.01 par value; 15,000,000 shares authorized;
6,606,548 shares issued; 4,820,864 and 5,054,281
shares outstanding as of March 31, 2000 and
December 31, 1999, respectively...................... 66 66
Additional paid-in capital.................................. 62,921 62,978
Retained earnings........................................... 33,133 32,430
Accumulated other comprehensive income(loss), net........... (7,230) (6,832)
Unallocated ESOP common stock (388,443 and 400,020
shares at March 31, 2000 and December 31, 1999,
respectively)........................................ (6,335) (6,515)
Unearned RRP common stock (171,769 and 184,989 shares at
March 31, 2000 and December 31, 1999,
respectively)......................................... (3,032) (3,263)
--------- ---------
79,523 78,864
Treasury stock (1,225,472 and 967,258 shares at March 31,
2000 and December 31, 1999, respectively)............. (15,069) (12,292)
--------- ---------
Total stockholders' equity......................... 64,454 66,572
--------- ---------
Total liabilities and stockholders' equity......... $ 624,867 $ 597,713
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS.
3
<PAGE>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
For the Three Months
Ended March 31,
------------------
2000 1999
---- ----
(In thousands, except per
share amounts)
Interest Income:
Interest on mortgage loans...................... $ 5,283 $ 3,845
Interest on other loans......................... 1,753 1,164
Interest and dividends on securities............ 3,570 2,570
Interest on federal funds sold.................. 13 --
Interest on short-term money market
instruments.................................... 9 5
-------- --------
Total interest income...................... 10,628 7,584
-------- --------
Interest Expense:
Time deposits................................... 1,193 838
Money market deposits........................... 502 327
Savings deposits................................ 665 683
Mortgagors' escrow deposits..................... 24 30
Borrowed funds.................................. 3,473 1,559
-------- --------
Total interest expense..................... 5,857 3,437
-------- --------
Net interest income........................ 4,771 4,147
-------- --------
Provision for Loan Losses............................ (186) (125)
-------- --------
Net interest income after provision for loan
losses......................................... 4,585 4,022
-------- --------
Non-Interest Income:
Service and fee income.......................... 806 617
Securities transactions......................... 20 579
Loan transactions............................... 21 31
Other income.................................... 270 130
-------- --------
Total non-interest income, net............. 1,117 1,357
-------- --------
Non-Interest Expense:
Salaries and employee benefits.................. 2,317 2,173
FDIC insurance.................................. 15 8
Occupancy....................................... 483 342
Data processing................................. 309 247
Advertising..................................... 66 134
Professional fees............................... 167 80
Other........................................... 762 669
-------- --------
Total non-interest expense................. 4,119 3,653
-------- --------
Income before provision for income taxes........ 1,583 1,726
Provision for Income Taxes........................... 521 727
-------- --------
Net income...................................... $ 1,062 $ 999
======== ========
Weighted Average:
Common shares................................... 4,967 5,751
Dilutive stock options.......................... -- --
-------- --------
4,967 5,751
======== ========
Earnings per Share:
Basic........................................... $ 0.21 $ 0.17
======== ========
Diluted......................................... $ 0.21 $ 0.17
======== ========
SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS.
4
<PAGE>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Other
Additional Comprehensive Unallocated Unearned
Common Paid In Retained Income(Loss), Common Stock Common Stock Treasury Comprehensive
Stock Capital Earnings net Held by ESOP Held by RRP Stock Income(Loss)
----- ------- -------- --- ------------ ------------ ----- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31,1998...... $ 66 $ 63,374 $ 30,458 $ 1,727 $(7,208) $(4,180) $ --
Net Income, January 1, 1999
- March 31, 1999............ -- -- 999 -- -- -- -- $ 999
Unrealized depreciation on
securities available-for-
sale, net................... -- -- -- (1,318) -- -- -- (1,318)
-------
Comprehensive income........ -- -- -- -- -- -- $ (319)
=======
Purchase of treasury
stock....................... -- -- -- -- -- -- (4,859)
Allocation of ESOP stock.... -- (6) -- -- 78 -- --
Cash dividends paid......... -- -- (282) -- -- -- --
Allocation of RRP stock..... -- -- -- -- -- 229 --
---- -------- -------- ------- ------- ------- --------
BALANCE, March 31, 1999........ $ 66 $ 63,368 $ 31,175 $ 409 $(7,130) $(3,951) $ (4,859)
==== ======== ======== ======= ======= ======= ========
BALANCE, December 31, 1999..... $ 66 $ 62,978 $ 32,430 $(6,832) $(6,515) $(3,263) $(12,292)
Net Income, January 1, 2000
March 31, 2000.............. -- -- 1,062 -- -- -- -- $ 1,062
Unrealized depreciation on
securities available-for-
sale, net................... -- -- -- (398) -- -- -- (398)
-------
Comprehensive income........ -- -- -- -- -- -- -- $ 664
=======
Purchase of treasury stock.. -- -- -- -- -- -- (2,777)
Allocation of ESOP stock.... -- (57) -- -- 180 -- --
Cash dividends paid......... -- -- (359) -- -- -- --
Earned portion of RRP....... -- -- -- -- -- 231 --
---- -------- -------- ------- ------- ------- --------
BALANCE, March 31, 2000........ $ 66 $ 62,921 $ 33,133 $(7,230) $(6,335) $(3,032) $(15,069)
==== ======== ======== ======= ======= ======= ========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS.
5
<PAGE>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------
2000 1999
---- ----
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................................. $ 1,062 $ 999
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation...................................................... 211 156
Accretion of discount on investment securities.................... (515) (377)
Net (increase)/decrease in accrued interest receivable............ (140) 147
Increase in mortgage servicing rights and other assets............ (15,027) (3,158)
Provision for loan losses......................................... 186 125
Net gain on sales of loans........................................ (21) (31)
Net gain on sales of securities................................... (20) (579)
Increase in accrued interest payable.............................. 17 95
Increase in accrued expenses and other liabilities................ 1,639 282
-------- --------
Total reconciliation adjustments............................................ (13,670) (3,340)
-------- --------
Net cash used in operating activities............................. (12,608) (2,341)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities............................ 650 6,550
Purchases of securities..................................................... (5,165) (29,496)
Proceeds from sale of trading securities and securities
available-for-sale......................................................... 2,016 3,698
Principal repayments from mortgage-backed securities........................ 2,770 6,524
Purchases of FHLBNY capital stock........................................... (781) (1,125)
Net increase in loans....................................................... (28,580) (7,309)
Purchases of fixed assets, net.............................................. (114) (222)
-------- --------
Net cash used in investing activities............................. (29,204) (21,380)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits......................................... 11,655 (1,074)
Net decrease in escrow deposits............................................. (100) (179)
Net increase in borrowed funds.............................................. 16,062 29,020
Dividends on common stock................................................... (359) (282)
Purchase of treasury stock.................................................. (2,777) (4,859)
ESOP allocation............................................................. 123 78
RRP allocation.............................................................. 231 229
-------- --------
Net cash provided by financing activities......................... 24,835 22,933
-------- --------
Net decrease in cash ............................................. $(16,977) $ (788)
======== ========
CASH AT BEGINNING OF PERIOD................................................. $ 29,874 $ 10,511
CASH AT END OF PERIOD....................................................... 12,897 9,723
-------- --------
CHANGE IN CASH.............................................................. $(16,977) $ (788)
======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS.
6
<PAGE>
WARWICK COMMUNITY BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include
the accounts of Warwick Community Bancorp, Inc. ("Company"), its savings bank
subsidiary, The Warwick Savings Bank ("Savings Bank"), and its commercial bank
subsidiary, The Towne Center Bank ("Commercial Bank").
The unaudited consolidated financial statements included herein reflect
all normal recurring adjustments which are, in the opinion of management,
necessary to present a fair statement of the results for the interim periods
presented. The results of operations for the three months ended March 31, 2000
are not necessarily indicative of the results of operations that may be expected
for the entire year ending December 31, 2000. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission.
These unaudited consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto included in the Company's 1999 Annual Report to Shareholders.
2. EARNINGS PER SHARE
Basic earnings per share excludes dilution and is computed by dividing
net income by the weighted average number of shares outstanding for the period,
adjusted for the unallocated portion of the shares held by the Warwick Community
Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") in accordance with AICPA
Statement of Position 93-6, "Employers Accounting for Employee Stock Ownership
Plans," and unearned shares held by the Recognition and Retention Plan of
Warwick Community Bancorp, Inc. ("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 March 31, 2000
and 1999, the Company had 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, except for options granted under the Stock Option Plan of
Warwick Community Bancorp, Inc. ("Stock Option Plan").
3. COMPREHENSIVE INCOME
Comprehensive income includes net income and all other changes in
equity during a period except those resulting from investments 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.
7
<PAGE>
4. LOAN PORTFOLIO COMPOSITION
The following table sets forth the composition of the Company's loan
portfolio in dollar amounts and percentage of the portfolio at the dates
indicated.
<TABLE>
<CAPTION>
At March 31, 2000 At December 31, 1999
----------------- --------------------
Percent Percent
Amount of Total Amount of Total
------ -------- ------ --------
(Dollars in thousands)
Mortgage loans:
- --------------
<S> <C> <C> <C> <C>
Conventional one- to four-family loans.......... $256,784 67.95% $239,522 68.10%
Mortgage loans held for sale.................... 2,500 0.66 4,163 1.18
VA and FHA loans................................ 109 0.03 213 0.06
Home equity loans............................... 23,752 6.29 22,317 6.35
Residential construction loans.................. 16,558 4.38 18,222 5.18
Undisbursed portion of construction loans....... (7,022) (1.86) (8,399) (2.39)
-------- ------ -------- ------
Total mortgage loans......................... 292,681 77.45 276,037 78.48
-------- ------ -------- ------
Consumer and other loans:
- ------------------------
Commercial loans by type:
Non-farm and non-residential................. 28,164 7.45 23,820 6.77
One- to four-family residential.............. 1,771 0.47 1,961 0.56
Multi-family................................. 8,625 2.28 2,231 0.63
Farm......................................... 786 0.21 794 0.23
Acquisition, development and
construction................................ 3,659 0.97 5,074 1.44
Term loans................................... 933 0.25 338 0.10
Installment loans............................ 4,653 1.23 4,488 1.28
Demand loans................................. 331 0.09 335 0.10
Time loans................................... 601 0.16 729 0.21
SBA loans.................................... 194 0.05 205 0.06
Lines-of-credit.............................. 5,671 1.50 4,833 1.37
Loans and draws disbursed................ 250 0.07 327 0.09
Non-accrual.................................. 460 0.12 418 0.12
-------- ------ -------- ------
Total commercial loans....................... 56,098 14.85 45,553 12.95
Automobile...................................... 24,629 6.51 26,994 7.67
Student......................................... 344 0.09 195 0.06
Credit card..................................... 1,007 0.27 1,196 0.34
Other consumer loans............................ 3,134 0.83 1,747 0.50
-------- ------ -------- ------
Total consumer loans 29,114 7.70 30,132 8.57
-------- ------ -------- ------
Total consumer and other loans............... 85,212 22.55 75,685 21.52
-------- ------ -------- ------
Total loans.................................. 377,893 100.00% 351,722 100.00%
====== ======
Discount, premiums and deferred loan fees, net.. (357) (460)
Allowance for loan losses..................... (2,111) (1,941)
-------- --------
Total loans, net............................. $375,425 $349,321
======== ========
</TABLE>
8
<PAGE>
5. NON-PERFORMING ASSETS
The following table sets forth information regarding non-accrual loans,
other past due loans and other real estate owned at the dates indicated.
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Non-accrual mortgage loans delinquent more
than 90 days................................................... $ 514 $ 693
Non-accrual other loans delinquent more than 90 days........... 536 521
------- -------
Total non-accrual loans........................................ 1,050 1,214
Total 90 days or more delinquent and still accruing............ 544 822
------- -------
Total non-performing loans..................................... 1,594 2,036
Total foreclosed real estate, net of related allowance for
losses......................................................... 574 415
------- -------
Total non-performing assets.................................... $ 2,168 $ 2,451
======= =======
Non-performing loans to total loans............................ 0.42% 0.58%
Total non-performing assets to total assets.................... 0.35% 0.41%
</TABLE>
6. ALLOWANCE FOR LOAN LOSSES
The following table sets forth the activity in the Company's allowance
for loan losses at and for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
--------- ------------
2000 1999 1999
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
ALLOWANCE FOR LOAN LOSSES:
- --------------------------
Balance at beginning of period............... $ 1,941 $ 1,727 $ 1,727
CHARGE-OFFS:
Real estate mortgage loans............. 7 2 157
Commercial loans....................... 9 25 161
Consumer loans......................... 3 15 54
------- ------- -------
Total charge-offs...................... 19 42 372
RECOVERIES:
Real estate mortgage loans............. 0 23 23
Commercial loans....................... 0 0 42
Consumer loans......................... 3 2 21
------- ------- -------
Total recoveries....................... 3 25 86
Provision for loan losses.................... 186 125 500
------- ------- -------
Balance at end of Period..................... $ 2,111 $ 1,835 $ 1,941
======= ======= =======
Ratio of net charge-offs during the period to
average loans outstanding.................... 0.00% 0.01% 0.10%
Ratio of allowance for loan losses to total
loans at end of period....................... 0.56% 0.67% 0.55%
Ratio of allowance for loan losses to non-
performing loans............................. 132.37% 81.30% 95.33%
</TABLE>
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------------------------------------------------
GENERAL
Warwick Community Bancorp, Inc. ("Company"), headquartered in Warwick,
New York, 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 primary business of the Company is the operation of
its subsidiaries, The Warwick Savings Bank, a New York State chartered stock
savings bank ("Savings Bank"), and The Towne Center Bank, a de novo commercial
bank formed by the Company under the laws of the State of New Jersey, which
opened for business on October 26, 1999 ("Commercial Bank"). While the following
discussion of financial condition and results of operations includes the
collective results of the Company, the Savings Bank and the Commercial Bank,
this discussion reflects primarily the Savings Bank's activities. Unless
otherwise disclosed, the information presented herein reflects the financial
condition and results of operations of the Company, the Savings Bank and the
Commercial Bank on a consolidated basis.
FINANCIAL CONDITION
For the three-month period ending March 31, 2000, total assets of the
Company increased $27.2 million, or 4.5%, from $597.7 million at December 31,
1999 to $624.9 million at March 31, 2000. This increase in total assets was
primarily attributable to a $26.3 million, or 7.5%, increase in total loans,
which increased from $351.3 million at December 31, 1999 to $377.5 million at
March 31, 2000, and a $15.0 million, or 162.1%, increase in other assets, which
increased from $9.3 million at December 31, 1999 to $24.3 million at March 31,
2000. These increases resulted from continued growth in the mortgage and
commercial loan portfolios, and the purchase of $10.1 million in bank owned life
insurance policies. The Federal Home Loan Bank of New York ("FHLBNY") stock
portfolio increased by $781 thousand in conjunction with both the Company's
larger asset size and the utilization of advances provided by the FHLBNY to help
fund the aforementioned asset growth. Offsetting these increases was the
decrease of $7.7 million in Federal funds sold, which was used to purchase the
above-mentioned bank owned life insurance.
Deposits increased $11.7 million, or 4.1%, from $283.1 million at
December 31, 1999, to $294.7 million at March 31, 2000. This increase was
primarily attributable to an increase of $8.1 million in savings accounts, an
increase in NOW and money market accounts of $7.2 million, and an increase in
certificates of deposit of $763 thousand, and was partially offset by a decrease
in non-interest-bearing accounts of $4.5 million.
Borrowed funds, comprised primarily of securities sold under repurchase
agreements and FHLBNY advances, increased $16.1 million, from $239.1 million at
December 31, 1999 to $255.1 million at March 31, 2000. Securities sold under
repurchase agreeements increased $29.7 million to $67.1 million. This increase
enabled the Company to reduce its outstanding FHLBNY advances to $188.0 million
from $201.7 millions, a decrease of $13.7 million, or 6.8%, and to acquire
additional stock under the Company's stock repurchase programs.
Total stockholders' equity decreased by $2.1 million, or 3.2%, from
$66.6 million at December 31, 1999 to $64.5 million at March 31, 2000. The
decrease was primarily attributable to $2.8 million in open market purchases of
258,214 shares of the Company's outstanding common stock in conjunction with the
Company's stock repurchase programs and the decline in accumulated other
comprehensive income of $398 thousand. The Company may repurchase an additional
283,215 of its shares prior to December 22, 2000 pursuant to its fifth 5% stock
repurchase program, which was adopted in March, 2000. Also contributing to the
decrease in stockholders' equity was the payment of a quarterly cash dividend to
shareholders amounting to $359 thousand, which dividend was paid on March 30,
2000. The decrease in total
10
<PAGE>
stockholders' equity was partially offset by net income of $1.1 million for the
three months ended March 31, 2000.
ANALYSIS OF NET INTEREST INCOME
Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income depends upon the volume of interest-earning assets and
interest-bearing liabilities and the interest rates earned or paid on them.
AVERAGE BALANCE SHEETS. The following tables set forth certain
information regarding the Company's average statements of financial condition
and its statements of income for the three months ended March 31, 2000 and 1999
and reflects the average yield on assets and average cost of liabilities for the
periods indicated. Such yields and costs were derived by dividing interest
income or expense by the average balance of assets or liabilities, respectively,
for the periods shown. The yields include deferred fees and discounts, which are
considered yield adjustments. Average balances were computed based on month-end
balances. Management believes the use of average monthly balances instead of
average daily balances does not have a material effect on the information
presented.
11
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
2000 1999
---- ----
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------- -------- ---- ------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Assets: (Dollars in thousands)
- ------
Interest-earning assets:
Mortgage loans, net................. $283,586 $ 5,283 7.45% $209,054 $3,845 7.36%
Consumer and other loans, net....... 79,058 1,753 8.87 55,369 1,164 8.41
Mortgage-backed securities.......... 95,430 1,695 7.11 73,694 1,261 6.84
Federal funds sold.................. 1,095 13 4.89 -- -- --
Interest earning accounts at banks.. 565 9 6.03 482 5 4.15
Investment securities............... 101,990 1,875 7.35 86,340 1,309 6.06
-------- ------ -------- ------
Total interest-earning
assets................... 561,724 10,628 7.57 424,939 7,584 7.14
------- ------
Non-interest earning assets......... 42,639 23,626
-------- --------
Total assets............. $604,363 $448,565
======== ========
Liabilities and retained earnings:
- ---------------------------------
Interest-bearing liabilities:
Passbook accounts................... $ 87,470 $ 579 2.65% $ 82,920 $ 597 2.88%
Escrow deposits..................... 1,209 24 7.81% 1,368 31 9.06
NOW accounts ....................... 24,332 86 1.42 21,151 85 1.61
Money market accounts............... 47,370 502 4.24 36,616 327 3.57
Certificate accounts................ 94,131 1,193 5.07 71,730 838 4.67%
-------- ------- -------- ------
Total deposits...................... 254,512 2,384 3.75 213,785 1,878 3.51
Borrowed funds...................... 240,534 3,473 5.78 116,365 1,559 5.36
-------- ------- -------- ------
Total interest-bearing
liabilities................. 495,046 5,857 4.73 330,150 3,437 4.16
------- ------
Non-interest bearing liabilities.......... 44,087 37,004
-------- --------
Total liabilities........... 539,133 367,154
Retained earnings......................... 65,230 81,411
-------- --------
Total liabilities and
retained earnings........... $604,363 $448,565
======== ========
Net interest income/interest rate spread.. $ 4,771 2.84% $4,147 2.98%
======= ====== ====== ======
Net interest-earning assets/net
interest margin.......................... $ 66,678 3.40% $ 94,789 3.90%
======== ====== ======== ======
Ratio of interest-earning assets to
interest-bearing liabilities............. 113.47% 128.71%
====== ======
</TABLE>
12
<PAGE>
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
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.
Three Months Ended March 31, 2000
Compared to
Three Months Ended March 31, 1999
---------------------------------
Increase (Decrease) in Net
Interest Income Due to
--------------------------
Volume Rate Net
------ ---- ---
(In thousands)
Interest-earning assets:
- -----------------------
Mortgage loans, net................. $1,371 $ 67 $1,438
Consumer and other loans, net....... 498 91 589
Mortgage-backed securities.......... 372 62 434
Federal funds sold.................. 13 -- 13
Interest earning accounts at banks.. 1 3 4
Investment securities............... 237 329 566
------ ---- ------
Total..................... 2,492 552 3,044
------ ---- ------
Interest-bearing liabilities:
- ----------------------------
Passbook accounts................... 33 (51) (18)
Escrow accounts..................... (3) (4) (7)
NOW accounts........................ 12 (11) 1
Money market accounts............... 96 79 175
Certificates of deposit............. 262 93 355
Borrowed funds...................... 1,663 251 1,914
------ ---- ------
Total..................... 2,063 357 2,420
------ ---- ------
Net change in net interest income... $429 $195 $624
==== ==== ====
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND
1999
GENERAL. For the three months ended March 31, 2000, the Company
recognized net income of $1.1 million, or $0.21 per share, as compared to net
income of $999 thousand, or $0.17 per share, for the three months ended March
31, 1999. The increase was primarily attributable to increased interest income
generated from the continued growth in the Company's loan and securities
portfolios. Net interest income increased $624 thousand, or 15.0%, for the three
months ended March 31, 2000, and was offset by a $240 thousand, or 17.7%,
decrease in non-interest income and a $466 thousand, or 12.8%, increase in
non-interest expense.
INTEREST INCOME. Interest income amounted to $10.6 million for the
three months ended March 31, 2000, as compared to $7.6 million for the three
months ended March 31, 1999. This increase of $3.0 million, or 40.1%, was
primarily the result of the increase of $1.4 million in interest earned on the
Company's
13
<PAGE>
mortgage loan portfolio, the increase of $1.0 million in interest and dividends
earned on securities and the increase of $589 thousand in interest earned on
other loans, as compared to the respective amounts earned over the three-month
period ended March 31, 1999.
The average yield of the Bank's mortgage loan portfolio over the three
months ended March 31, 2000 increased from 7.36% to 7.45%, as compared to the
average yield realized over the three-month period ended March 31, 1999. The
average balances of mortgage loans at March 31, 2000 was $283.6 million, as
compared to $209.1 million, an increase of $74.5 million, or 35.7%. The increase
in interest income on consumer and other loans was primarily the result of the
increase in average balances of $23.7 million, or 42.8%, coupled with an
increase in the average yield on said portfolio to 8.87% from 8.41%.
The average balances of investment securities, including
mortgage-backed securities, at the end of the three-month period ended March 31,
2000 was $197.4 million, as compared to $160.0 million at the end of the
three-month period ended March 31, 1999. This increase resulted largely from the
Bank's securitization of mortgage loans it originated and the utilization of
additional wholesale leverage transactions in order to enhance earnings.
INTEREST EXPENSE. Interest expense over the three-month period ended
March 31, 2000 on total interest-bearing deposits and borrowed funds increased
by $2.4 million when compared to the same three- month period one year earlier,
primarily as a result of the increase in the average yield and the increase in
the average balances of interest-bearing deposits and borrowed funds. Over the
same periods, the average balances of the Bank's total interest-bearing
liabilities increased by $164.9 million, or 49.9%, from $330.2 million to $495.0
million, which increase was primarily associated with funding the Company's loan
and securities growth.
NET INTEREST INCOME. Net interest income for the three months ended
March 31, 2000 increased $624 thousand, or 15.0%, to $4.8 million compared to
the three months ended March 31, 1999, primarily as a result of an increase in
the average balances of the Company's loan and investment securities portfolios.
This increase was partially offset by an increase in the average balances and
average yields of the Company's interest-bearing liabilities. The interest rate
spread decreased to 2.84% from 2.98%, and the net interest margin decreased to
3.40% from 3.90%, respectively, for the three-month period ended March 31, 2000
compared to the three-month period ended March 31, 1999.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the three
months ended March 31, 2000 and 1999 was $186 thousand and $125 thousand,
respectively. This provision is a result of management's assessment of the loan
portfolio, the level of the Company's allowance for loan losses and its
assessment of the local economy and market conditions.
NON-INTEREST INCOME. Non-interest income, net, for the three months
ended March 31, 2000 totaled $1.1 million as compared to $1.4 million for the
three months ended March 31, 1999. This decrease was primarily the result of the
decrease of $559 thousand and $10 thousand, respectively, in income from
securities transactions and income from loan transactions, as compared to the
same period in 1999. This was due to the Company entering into fewer mortgage
banking transactions during the first quarter of 2000 than in the comparable
quarter in 1999, and because a portion of the 1999 total included gains realized
from the non-recurring sale of some of the Company's equity investments.
Partially offsetting these decreases were increases in service and fee income
and other income of $189 thousand and $140 thousand, respectively. The increase
in service and fee income resulted primarily from deposit and loan account
growth and growth in the amount of mortgage loans serviced. The increase in
other income was primarily due to a $91 thousand reduction of a previously
recognized $146 thousand unrealized loss on the valuation of residential
mortgage loans held-for-sale at the lower of cost or market, in accordance with
the Financial Accounting Standards
14
<PAGE>
Board's ("FASB") Statement No. 65, "Accounting for Certain Mortgage Banking
Activities," and an increase of $43 thousand in income generated from the sale
of mutual funds and tax-deferred annuities.
NON-INTEREST EXPENSE. Non-interest expense increased by $466 thousand
for the three-month period ended March 31, 2000 as compared to March 31, 1999.
Salaries and employee benefits expense grew $144 thousand for the three months
ended March 31, 2000. This is primarily the result of additions to staff
necessary to attract and service a growing number of loan account and deposit
account customers, and to hiring new staff members for the Commercial Bank and
the Savings Bank's new full-service branch located in the town of Newburgh, New
York. Occupancy expense and data processing expense increased $141 thousand and
$62 thousand, respectively, for the three months ended March 31, 2000, which
increases were primarily attributable to the formation of the Commercial Bank
and the new branch. In addition, professional fees increased for the first
quarter of 2000 by $87 thousand. This increase was the result of legal expenses
and consulting fees associated with the Company's implementation of a
tax-planning strategy to reduce its effective marginal tax rate. Partially
offsetting these increases was the decrease in advertising expense of $68
thousand.
PROVISION FOR INCOME TAXES. The decrease in the provision for income
taxes for the three-month period ended March 31, 2000, as compared to the same
period ended March 31, 1999, was primarily attributable to the implementation of
the previously mentioned tax-planning strategy during the latter part of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is managed from a composite of customer deposits, from cash
and short-term interest- earning assets, from mortgage loans held for sale, from
the investment securities portfolio held available for sale and from the
Company's ability to borrow from the FHLBNY. At March 31, 2000, management had
utilized $67.1 million in repurchase agreements and $188.0 million in FHLBNY
advances to augment the Company's earnings, and management intends to enter into
additional transactions in order to leverage the Company's capital base further.
At March 31, 2000, the Company's total approved loan origination
commitments outstanding totaled $65.5 million. At the same time, the unadvanced
portion of residential construction loans totaled $7.0 million. Certificates of
deposit scheduled to mature in one year or less at March 31, 2000 totaled $83.1
million. Based on historical experience, management believes that a significant
portion of such deposits will remain with the Company.
At March 31, 2000, the Company had cash and due from banks of $12.9
million and securities available for sale of $186.8 million. Management believes
these amounts, together with the Company's borrowing capabilities, to be more
than adequate to meet its short-term cash needs.
REGULATORY CAPITAL POSITION
The Savings Bank and the Commercial Bank are subject to minimum
regulatory capital requirements imposed by the Federal Deposit Insurance
Corporation ("FDIC"), which requirements are, as a general matter, based on the
amount and composition of an institution's assets. Insured institutions in the
strongest financial and managerial condition, with a rating of 1 (the highest
examination rating of the FDIC under the Uniform Financial Institutions Rating
System) are required to maintain Tier 1 capital of not less than 3.0% of total
assets (the "leverage capital ratio"). For all other banks, the minimum leverage
capital ratio is 4.0%, unless a higher leverage capital ratio is warranted by
the particular circumstances or risk profile of the institution.
15
<PAGE>
At March 31, 2000, the Company exceeded the minimum regulatory capital
guidelines imposed by the Federal Reserve Board, which are substantially similar
to the requirements of the FDIC, with a Tier 1 capital level of $71.4 million,
or 11.81% of average assets, which is well above the required level of $24.2
million, or 4% of average assets. The Company's ratio of Tier 1 capital to
risk-weighted assets of 21.16% at March 31, 2000 is also well above the required
level of 4%. The Company's ratio of total capital to risk- weighted assets is
21.79%, which is well above the required level of 8%. In addition, the Savings
Bank's capital ratios qualify it to be treated as "well capitalized" for
regulatory purposes. The following table shows the Savings Bank's regulatory
capital positions and ratios at March 31, 2000.
<TABLE>
<CAPTION>
Actual Capital Required Capital Excess Capital
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Total Capital..................
(to risk-weighted assets) $ 56,546 16.80% $ 26,932 8.00% $ 29,614 8.80%
Tier 1 Capital.................
(to risk-weighted assets) 54,187 16.10 13,466 4.00 40,721 12.10
Tier 1 Capital.................
(to average assets) 54,187 8.82 24,569 4.00 29,618 4.82
</TABLE>
The following table shows the Commercial Bank's regulatory capital positions and
ratios as of March 31, 2000.
<TABLE>
<CAPTION>
Actual Capital Required Capital Excess Capital
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Total Capital..................
(to risk-weighted assets) $ 5,638 80.61% $ 216 8.00% $ 5,422 72.61%
Tier 1 Capital.................
(to risk-weighted assets) 5,638 80.61 108 4.00 5,530 76.61
Tier 1 Capital.................
(to average assets) 5,638 35.64 261 4.00 5,377 31.64
</TABLE>
OTHER MATTERS
GSB FINANCIAL CORPORATION. On April 19, 2000 the Company filed a Schedule
13D with the Securities and Exchange Commission ("Commission") that amended and
supplemented the Schedule 13D, dated December 7, 1998, as amended by the
Schedule 13D, dated February 18, 1999 (together, the "Schedule 13D"). The
amendment disclosed that on April 19, 2000, the Company delivered a letter to
GSB Financial Corporation ("GOSB") detailing its interest in entering into a
business combination with GOSB. The letter contemplated that, subject to the
timing requirements of section 563(b)(i) of the rules and regulations of the
Office of Thrift Supervision, the Company would be prepared to offer, subject to
the conditions set forth below, $18.00 per share in cash for all of the
outstanding shares of common stock of GOSB in a merger of GOSB and the Company.
Any offer that the Company would make would be subject to the performance of
customary due diligence, execution of a definitive merger agreement between the
Company and GOSB, receipt of the required regulatory approvals and the approval
of GOSB's shareholders.
The amendment also disclosed that the Company owned 167,400 shares of
GOSB's outstanding common stock, or 8.44% of the 1,984,538 shares outstanding on
March 27, 2000, as reported by GOSB in its most recent Form 10-K, filed on March
30, 2000 for the fiscal year ended December 31, 1999.
16
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Quantitative and qualitative disclosure about market risk is presented at
December 31, 1999 in the Company's Annual Report on Form 10-K, which was filed
with the Securities and Exchange Commission on March 30, 2000. There have been
no material changes in the Company's market risk at March 31, 2000 as compared
to December 31, 1999.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not applicable.
ITEM 2. CHANGES IN SECURITIES
---------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
At the Company's Annual Meeting of Shareholders held on April 18, 2000, the
following matters were voted upon, with the results of the voting on such
matters indicated:
1. Election of the following persons to serve a three-year term as directors
of the Company:
FOR WITHHELD
Frances M. Gorish 4,663,006 127,871
R. Michael Kennedy 4,662,528 128,349
John W. Sanford III 4,664,787 126,090
Robert N. Smith 4,665,017 125,860
2. Ratification of the appointment of the firm of Arthur Andersen LLP as
independent auditors for the Company for the fiscal year ending December
31, 2000:
For: 4,627,739
Against 106,543
Abstain: 26,838
ITEM 5. OTHER INFORMATION
-----------------
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
--------
27. Financial Data Schedule (submitted only with filing in
electronic format)
(b) Reports on Form 8-K
-------------------
Not applicable.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WARWICK COMMUNITY BANCORP, INC.
(Registrant)
Date: May 15, 2000 By: /s/ Ronald J. Gentile
-------------------------------------
Ronald J. Gentile
President and Chief Operating Officer
Date: May 15, 2000 By: /s/ Arthur W. Budich
-------------------------------------
Arthur W. Budich
Senior Vice President and Chief Financial
Officer
18
<PAGE>
EXHIBIT INDEX
27. Financial Data Schedule (submitted only with filing in electronic
format)
19
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 12,302
<INT-BEARING-DEPOSITS> 595
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 186,816
<INVESTMENTS-CARRYING> 1,726
<INVESTMENTS-MARKET> 1,717
<LOANS> 377,536
<ALLOWANCE> 2,111
<TOTAL-ASSETS> 624,867
<DEPOSITS> 294,727
<SHORT-TERM> 67,112
<LIABILITIES-OTHER> 10,574
<LONG-TERM> 188,000
0
0
<COMMON> 62,987
<OTHER-SE> 1,467
<TOTAL-LIABILITIES-AND-EQUITY> 624,867
<INTEREST-LOAN> 7,036
<INTEREST-INVEST> 3,570
<INTEREST-OTHER> 22
<INTEREST-TOTAL> 10,628
<INTEREST-DEPOSIT> 2,384
<INTEREST-EXPENSE> 5,857
<INTEREST-INCOME-NET> 4,771
<LOAN-LOSSES> 186
<SECURITIES-GAINS> 20
<EXPENSE-OTHER> 4,120
<INCOME-PRETAX> 1,583
<INCOME-PRE-EXTRAORDINARY> 1,583
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,062
<EPS-BASIC> 0.21
<EPS-DILUTED> 0.21
<YIELD-ACTUAL> 3.40
<LOANS-NON> 1,594
<LOANS-PAST> 544
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 200
<ALLOWANCE-OPEN> 2,057
<CHARGE-OFFS> 9
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 2,111
<ALLOWANCE-DOMESTIC> 2,111
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
