SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ----------------
Commission File Number: 0-23293
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 August 1, 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
June 30, 2000 and December 31, 1999 3
Consolidated Statements of Income for the three and six months
ended June 30, 2000 and 1999 4
Consolidated Statement of Changes in Equity for
the six months ended June 30, 2000 and 1999 5
Consolidated Statements of Cash Flows for the six
months ended June 30, 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 10-19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 19
PART II -- OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings 20
Item 2. Changes in Securities 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
Signature Page 21
Exhibit Index 22
================================================================================
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
<TABLE>
<CAPTION>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
At June 30, 2000 At December 31, 1999
----------------- ---------------------
(Dollars in thousands)
<S> <C> <C>
ASSETS
Cash on hand and in banks................................... $ 17,486 $ 22,209
Federal funds sold.............. -- 7,665
Securities:
Available-for-sale, at fair value........................ 184,831 185,072
Held-to-maturity, at amortized cost(fair value
of $1,715 at June 30, 2000 and $1,410 at December
31, 1999)................................................ 1,726 1,418
------- --------
Total securities...................................... 186,557 186,490
-------- --------
Mortgage loans.............................................. 313,852 275,229
Commercial loans............................................ 60,159 45,392
Consumer loans.............................................. 28,564 30,641
-------- --------
Total loans........................................... 402,575 351,262
Allowance for loan losses................................... (2,269) (1,941)
-------- --------
Total loans, net...................................... 400,306 349,321
-------- --------
Accrued interest receivable................................. 3,781 3,217
FHLBNY stock................................................ 13,252 11,752
Bank premises & equipment, net.............................. 7,735 7,789
Other assets................................................ 25,292 9,270
-------- --------
Total assets.......................................... $654,409 $597,713
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
NOW and money market........................................ $ 77,252 $ 69,455
Savings..................................................... 96,736 84,671
Certificates of deposit..................................... 114,013 89,223
Non-interest-bearing checking............................... 41,323 39,723
-------- --------
Total depositor accounts.............................. 329,324 283,072
Mortgage escrow funds....................................... 2,571 1,488
Accrued interest payable.................................... 1,443 1,574
Securities sold under agreements to repurchase.............. 66,791 37,375
FHLBNY advances............................................. 180,860 201,675
Other liabilities........................................... 8,295 5,957
-------- --------
Total liabilities..................................... 589,284 531,141
-------- --------
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; 5,381,076 and
5,639,290 shares outstanding as of June 30, 2000 and
December 31, 1999, respectively.......................... 66 66
Additional paid-in capital.................................. 62,887 62,978
Retained earnings........................................... 33,759 32,430
Accumulated other comprehensive income(loss), net........... (7,587) (6,832)
Unallocated ESOP common stock............................... (6,130) (6,515)
Unearned RRP common stock................................... (2,801) (3,263)
-------- --------
80,194 78,864
Treasury stock (1,225,472 and 967,258 shares at June 30,
2000 and December 31, 1999, respectively) .................. (15,069) (12,292)
-------- --------
Total stockholders' equity......................... 65,125 66,572
-------- --------
Total liabilities and stockholders' equity......... $654,409 $597,713
======== ========
</TABLE>
See Accompanying Notes to Unaudited Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- --------------------
2000 1999 2000 1999
----------- -------- --------- ---------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest Income:
Interest on mortgage loans........................... $ 5,759 $3,927 $11,042 $ 7,772
Interest on other loans.............................. 1,954 1,310 3,707 2,474
Interest and dividends on securities................. 3,597 2,917 7,167 5,487
Interest on federal funds sold....................... -- -- 13 --
Interest on short-term money market instruments...... 8 7 17 12
------- ------ ------- -------
Total interest income............................. 11,318 8,161 21,946 15,745
------- ------ ------- -------
Interest Expense:
Time deposits........................................ 1,186 844 2,379 1,682
Money market deposits................................ 559 375 1,062 703
Savings deposits..................................... 760 635 1,424 1,318
Mortgagors' escrow deposits.......................... 37 21 61 51
Borrowed funds....................................... 4,001 1,897 7,474 3,455
------- ------ ------- -------
Total interest expense............................ 6,543 3,772 12,400 7,209
------- ------ ------- -------
Net interest income............................... 4,775 4,389 9,546 8,536
------- ------ ------- -------
Provision for Loan Losses............................... (205) (125) (390) (250)
------- ------ ------- -------
Net interest income after provision for loan losses.. 4,570 4,264 9,156 8,286
------- ------ ------- -------
Non-Interest Income:
Service and fee income............................... 885 736 1,721 1,386
Securities transactions.............................. -- 251 20 829
Loan transactions.................................... 13 15 35 46
Other income......................................... 194 (203) 434 (104)
------- ------ ------- -------
Total non-interest income, net.................... 1,092 799 2,210 2,157
------- ------ ------- -------
Non-Interest Expense:
Salaries and employee benefits....................... 2,497 2,236 4,814 4,338
FDIC insurance....................................... 15 8 29 15
Occupancy............................................ 460 341 943 684
Data processing...................................... 289 240 598 487
Advertising.......................................... 45 105 111 239
Professional fees.................................... 209 283 376 364
Other................................................ 712 917 1,476 1,656
------- ------ ------- -------
Total non-interest expense........................ 4,227 4,130 8,347 7,783
------- ------ ------- -------
Income before provision for income taxes............. 1,435 933 3,019 2,660
Provision for Income Taxes.............................. 451 413 973 1,141
------- ------ ------- -------
Net income........................................... $ 984 $ 520 $ 2,046 $ 1,519
======= ====== ======= =======
Weighted Average:
Common shares........................................ 4,822 5,581 4,894 5,665
Dilutive stock options............................... -- -- -- --
------- ------ ------- -------
4,822 5,581 4,894 5,665
======= ====== ======= =======
Earnings per Share:
Basic................................................ $ 0.20 $ 0.10 $ 0.42 $ 0.27
======= ====== ======= =======
Diluted.............................................. $ 0.20 $ 0.10 $ 0.42 $ 0.27
======= ====== ======= =======
</TABLE>
See accompanying Notes to Unaudited Financial Statements.
4
<PAGE>
<TABLE>
<CAPTION>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
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 -
June 30, 1999................. -- -- 1,519 -- -- -- -- $ 1,519
Unrealized depreciation on
securities available-for-sale,
net........................... -- -- -- (3,944) -- -- -- (3,944)
-------
Comprehensive income ......... -- -- -- -- -- -- $(2,425)
=======
Purchase of treasury stock.... -- -- -- -- -- -- (6,269)
Allocation of ESOP stock...... -- (41) -- -- 283 -- --
Cash dividends paid........... -- -- (576) -- -- -- --
Allocation of RRP stock....... -- (240) -- -- -- 459 --
---- -------- ------- ------- ------- ------- --------
BALANCE, June 30, 1999.......... $ 66 $ 63,093 $31,401 $(2,217) $(6,925) $(3,721) $ (6,269)
==== ======== ======= ======= ======= ======= ========
BALANCE, December 31, 1999...... $ 66 $ 62,978 $32,430 $(6,832) $(6,515) $(3,263) $(12,292)
Net Income, January 1, 2000 -
June 30, 2000................. -- -- 2,046 -- -- -- -- $ 2,046
Unrealized depreciation on
securities available-for-sale,
net........................... -- -- -- (755) -- -- -- (755)
Comprehensive income.......... -- -- -- -- -- -- -- $ 1,291
=======
Purchase of treasury stock... -- -- -- -- -- -- (2,777)
Allocation of ESOP stock..... -- (118) -- -- 385 -- --
Cash dividends paid.......... -- -- (717) -- -- -- --
Earned portion of RRP........ -- 27 -- -- -- 462 --
---- -------- ------- ------- ------- --- --------
BALANCE, June 30, 2000.......... $ 66 $ 62,887 $33,759 $(7,587) $(6,130) $(2,801) $(15,069)
==== ======== ======= ======= ======= ======= ========
</TABLE>
See accompanying Notes to Unaudited Financial Statements.
5
<PAGE>
<TABLE>
<CAPTION>
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months
Ended June 30,
------------------------------
2000 1999
------------- ------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................. $ 2,046 $ 1,519
Adjustments to reconcile net income to net cash used
in operating activities:
Depreciation............................................. 426 319
Accretion of discount on investment securities........... (1,036) (589)
Net increase in accrued interest receivable.............. (564) (155)
Increase in mortgage servicing rights and other assets... (16,022) (6,663)
Provision for loan losses................................ 390 250
Net gain on sales of loans............................... (35) (46)
Net gain on sales of securities.......................... (20) (829)
Increase/(decrease) in accrued interest payable.......... (131) 178
Increase in accrued expenses and other liabilities....... 2,338 1,444
-------- --------
Total reconciliation adjustments........................... (14,654) (6,091)
-------- --------
Net cash used in operating activities.................... (12,608) (4,572)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities........... 650 16,900
Purchases of securities.................................... (8,732) (83,059)
Proceeds from sale of trading securities and
securities available-for-sale............................ 2,026 23,495
Principal repayments from mortgage-backed securities....... 5,767 13,038
Purchases of FHLBNY capital stock.......................... (1,500) (2,784)
Net increase in loans...................................... (50,817) (24,147)
Purchases of fixed assets, net............................. (372) (365)
-------- --------
Net cash used in investing activities.................... (52,978) (56,922)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits................................... 46,252 13,514
Net increase (decrease) in escrow deposits................. 1,083 750
Net increase in borrowed funds............................. 8,601 53,970
Dividends on common stock.................................. (717) (576)
Purchase of treasury stock................................. (2,777) (6,269)
ESOP allocation............................................ 267 242
RRP allocation............................................. 489 219
-------- --------
Net cash provided by financing activities................ 53,198 61,850
-------- --------
Net increase (decrease) in cash ......................... $(12,388) $ 356
======== ========
CASH AT BEGINNING OF PERIOD................................ $ 29,874 $ 10,511
CASH AT END OF PERIOD...................................... 17,486 10,867
-------- --------
CHANGE IN CASH............................................. $(12,388) $ 356
======== ========
</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 six months ended June 30, 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 June 30, 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(LOSS)
Comprehensive income(loss) 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 June 30, 2000 At December 31, 1999
---------------------- -----------------------
Percent Percent
Amount of Total Amount of Total
--------- ----------- ---------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Mortgage loans:
--------------
Conventional one- to four-family loans...... $277,409 68.85% $239,522 68.10%
Mortgage loans held for sale................ 2,201 0.54 4,163 1.18
VA and FHA loans............................ 357 0.09 213 0.06
Home equity loans........................... 24,697 6.13 22,317 6.35
Residential construction loans.............. 20,958 5.20 18,222 5.18
Undisbursed portion of construction loans... (10,948) (2.72) (8,399) (2.39)
-------- ------ -------- ------
Total mortgage loans...................... 314,674 78.09 276,037 78.48
-------- ------ -------- ------
Consumer and other loans:
------------------------
Commercial loans by type:
Non-farm and non-residential.............. 28,989 7.19 23,820 6.77
One- to four-family residential........... 1,874 0.47 1,961 0.56
Multi-family.............................. 8,616 2.14 2,231 0.63
Farm...................................... 778 0.19 794 0.23
Acquisition, development and
construction............................. 1,493 0.37 5,074 1.44
Term loans................................ 1,521 0.38 338 0.10
Installment loans......................... 7,984 1.98 4,488 1.28
Demand loans.............................. 329 0.08 335 0.10
Time loans................................ 1,445 0.36 729 0.21
SBA loans................................. 187 0.05 205 0.06
Lines-of-credit........................... 6,569 1.63 4,833 1.37
Loans and draws disbursed................. -- 0.00 327 0.09
Non-accrual............................... 442 0.11 418 0.12
-------- ------ -------- ------
Total commercial loans................... 60,227 14.95 45,553 12.95
Automobile.................................. 23,807 5.91 26,994 7.67
Student..................................... 189 0.05 195 0.06
Credit card................................. 964 0.24 1,196 0.34
Other consumer loans........................ 3,077 0.76 1,747 0.50
-------- ------ -------- ------
Total consumer loans 28,037 6.96 30,132 8.57
-------- ------ -------- ------
Total consumer and other loans........... 88,264 21.91 75,685 21.52
-------- ------ -------- ------
Total loans.............................. 402,938 100.00% 351,722 100.00%
====== ======
Discount, premiums and deferred
loan fees, net........................... (363) (460)
Allowance for loan losses................... (2,269) (1,941)
-------- --------
Total loans, net......................... $400,306 $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>
At June 30, 2000 At December 31, 1999
---------------- ---------------------
(Dollars in thousands)
<S> <C> <C>
Non-accrual mortgage loans delinquent more
than 90 days....................................................... $ 505 $ 693
Non-accrual other loans delinquent more than 90 days............... 451 521
------ -------
Total non-accrual loans............................................ 956 1,214
Total 90 days or more delinquent and still accruing................ 138 822
------ -------
Total non-performing loans......................................... 1,094 2,036
Total foreclosed real estate, net of related allowance for losses.. 535 415
------ -------
Total non-performing assets........................................ $1,629 $ 2,451
====== =======
Non-performing loans to total loans................................ 0.27% 0.58%
Total non-performing assets to total assets........................ 0.25% 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.
Six Months Ended Year Ended
June 30, December 31,
--------------------- ------------
2000 1999 1999
----------- --------- ------------
(Dollars in thousands)
ALLOWANCE FOR LOAN LOSSES:
Balance at beginning of period................ $ 1,941 $ 1,727 $ 1,727
CHARGE-OFFS:
Real estate mortgage loans.............. 29 157 157
Commercial loans........................ 9 25 161
Consumer loans.......................... 30 27 54
------- ------- --
Total charge-offs....................... 68 209 372
RECOVERIES:
Real estate mortgage loans.............. 0 23 23
Commercial loans........................ 0 5 42
Consumer loans.......................... 6 4 21
------- ------- --
Total recoveries........................ 6 32 86
Provision for loan losses..................... 390 250 500
------- ------- -------
Balance at end of Period...................... $ 2,269 $ 1,800 $ 1,941
======= ======= =======
Ratio of net charge-offs during the period to
average loans outstanding..................... 0.02% 0.07% 0.10%
Ratio of allowance for loan losses to total
loans at end of period........................ 0.56% 0.62% 0.55%
Ratio of allowance for loan losses to non-
performing loans.............................. 207.40% 92.33% 95.33%
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 six-month period ending June 30, 2000, total assets of the Company
increased $56.7 million, or 9.5%, from $597.7 million at December 31, 1999 to
$654.4 million at June 30, 2000. This increase in total assets was primarily
attributable to a $51.3 million, or 14.6%, increase in total loans, which
increased from $351.3 million at December 31, 1999 to $402.6 million at June 30,
2000, and a $16.0 million, or 172.8%, increase in other assets, which increased
from $9.3 million at December 31, 1999 to $25.3 million at June 30, 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 $1.5 million 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 $46.3 million, or 16.3%, from $283.1 million at December
31, 1999 to $329.3 million at June 30, 2000. This increase was primarily
attributable to an increase of $24.8 million in certificates of deposit, an
increase of $12.1 million in savings accounts, an increase in NOW and money
market accounts of $7.8 million and an increase in non-interest-bearing accounts
of $1.6 million. Included in the $24.8 million increase in certificates of
deposit at June 30, 2000 were brokered deposits in the amount of $20.0 million.
In conjunction with these brokered deposits, the Bank entered into a hedging
strategy with interest rate swaps to limit its interest rate risk.
Borrowed funds, comprised primarily of securities sold under repurchase
agreements and FHLBNY advances, increased $8.6 million, from $239.1 million at
December 31, 1999 to $247.7 million at June 30, 2000. Securities sold under
repurchase agreements increased $29.4 million to $66.8 million. This increase
enabled the Company to reduce its outstanding FHLBNY advances to $180.9 million
from $201.7 million, a decrease of $20.8 million, or 10.3%, and to acquire
additional Company stock under the Company's stock repurchase programs.
Total stockholders' equity decreased by $1.4 million, or 2.2%, from $66.6
million at December 31, 1999 to $65.1 million at June 30, 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 during the first quarter of
2000 in conjunction with the Company's stock repurchase programs and the decline
in accumulated other comprehensive income of $755 thousand. The Company may
repurchase an additional 283,215 of its shares prior to December 22, 2000
pursuant to its fifth stock repurchase program, which was adopted in March,
10
<PAGE>
2000. Also contributing to the decrease in stockholders' equity was the payment
of quarterly cash dividends to shareholders amounting to $717 thousand, which
dividends were paid on March 30, 2000 and June 30, 2000. The decrease in total
stockholders' equity was partially offset by net income of $2.0 million for the
six months ended June 30, 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 and six months ended June 30, 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 June 30,
-------------------------------------------------------------------------
2000 1999
----------------------------------- -----------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------------ --------- --------- ----------- --------- ---------
Assets: (Dollars in thousands)
------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans, net.................... $306,642 $ 5,759 7.51% $217,602 $3,927 7.22%
Consumer and other loans, net.......... 85,950 1,954 9.09 60,943 1,310 8.60
Mortgage-backed securities............. 94,626 1,685 7.12 82,687 1,429 6.91
Federal funds sold..................... -- -- -- -- -- --
Interest earning accounts at banks..... 517 8 6.19 528 7 5.30
Investment securities.................. 104,353 1,912 7.33 94,202 1,488 6.32
-------- ------ -------- ------
Total interest-earning assets.......... 592,088 11,318 7.65 455,962 8,161 7.16
------ ------
Non-interest earning assets............ 44,920 27,430
-------- --------
Total assets........................... $637,008 $483,392
======== ========
Liabilities and retained earnings:
---------------------------------
Interest-bearing liabilities:
Passbook accounts...................... $ 95,044 $ 668 2.81% $ 85,563 $ 542 2.54%
Escrow deposits........................ 7,400 37 2.00 4,200 21 2.00
NOW accounts .......................... 25,830 92 1.42 22,747 93 1.64
Money market accounts.................. 50,157 559 4.46 40,220 375 3.73
Certificate accounts................... 91,197 1,186 5.20 72,728 844 4.64
-------- ------ -------- ------
Total deposits......................... 269,628 2,542 3.77 225,458 1,875 3.33
Borrowed funds......................... 261,378 4,001 6.12 142,274 1,897 5.33
-------- ------ -------- ------
Total interest-bearing liabilities..... 531,006 6,543 4.93 367,732 3,772 4.10
------ ------
Non-interest bearing liabilities.......... 41,934 36,421
-------- --------
Total liabilities...................... 572,940 404,153
Retained earnings......................... 64,068 79,239
-------- --------
Total liabilities and retained
earnings............................... $637,008 $483,392
======== ========
Net interest income/interest rate spread.. $4,775 2.72% $4,389 3.06%
====== ====== ====== ======
Net interest-earning assets/net
interest margin........................ $ 61,082 3.23% $ 88,230 3.85%
======== ====== ======== ======
Ratio of interest-earning assets to 111.50% 123.99%
interest-bearing liabilities............ ====== ======
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
---------- --------- -------- --------- ---------- ---------
Assets: (Dollars in thousands)
------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans, net..................... $295,113 $11,042 7.48% $213,328 $ 7,772 7.29%
Consumer and other loans, net........... 82,506 3,707 8.99 58,156 2,474 8.51
Mortgage-backed securities.............. 94,909 3,380 7.12 78,191 2,690 6.88
Federal funds sold...................... 547 13 4.75 -- -- --
Interest earning accounts at banks...... 899 17 3.78 505 12 4.75
Investment securities................... 103,173 3,787 7.34 90,271 2,797 6.20
-------- ------- -------- -------
Total interest-earning assets......... 577,147 21,946 7.61 440,451 15,745 7.15
------- -------
Non-interest earning assets............. 43,540 24,820
-------- --------
Total assets.......................... $620,687 $465,271
======== ========
Liabilities and retained earnings:
---------------------------------
Interest-bearing liabilities:
Passbook accounts....................... $ 91,258 $ 1,247 2.73% $ 84,241 $ 1,140 2.71%
Escrow deposits......................... 6,100 61 2.00 5,100 51 2.00
NOW accounts ........................... 25,019 177 1.42 21,949 178 1.62
Money market accounts................... 48,764 1,062 4.35 38,418 703 3.67
Certificate accounts.................... 92,659 2,379 5.14 72,229 1,682 4.66
-------- ------- -------- -------
Total deposits.......................... 263,800 4,926 3.73 221,937 3,754 3.38
Borrowed funds.......................... 250,966 7,474 5.96 129,320 3,455 5.34
-------- ------- -------- -------
Total interest-bearing liabilities.... 514,766 12,400 4.82 351,257 7,209 4.10
------- -------
Non-interest bearing liabilities.......... 41,270 34,314
-------- --------
Total liabilities....................... 556,036 385,571
Retained earnings......................... 64,651 79,700
-------- --------
Total liabilities and retained
earnings.............................. $620,687 $465,271
======== ========
Net interest income/interest rate spread.. $ 9,546 2.79% $ 8,536 3.05%
======= ====== ======= ======
Net interest-earning assets/net
interest margin......................... $ 62,381 3.31% $ 89,194 3.88%
======== ====== ======== ======
Ratio of interest-earning assets to
interest-bearing liabilities............ 112.12% 125.39%
====== ======
</TABLE>
13
<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.
<TABLE>
<CAPTION>
Three Months Ended June 30, 2000 Six Months Ended June 30, 2000
Compared to Compared to
Three Months Ended June 30, 1999 Six Months Ended June 30, 1999
------------------------------------ -------------------------------------
Increase (Decrease) in Net Increase (Decrease) in Net
Interest Income Due to Interest Income Due to
-------------------------- --------------------------- --------
Volume Rate Net Volume Rate Net
---------- --------- -------- -------------- ----------- --------
(In thousands) (In thousands)
Interest-earning assets:
-----------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans, net................. $1,607 $ 225 $1,832 $2,980 $ 290 $3,270
Consumer and other loans, net....... 538 106 644 1,036 197 1,233
Mortgage-backed securities.......... 206 50 256 575 115 690
Federal funds sold.................. -- -- 000000 13 -- 13
Interest earning accounts at banks.. -- 1 1 9 (4) 5
Investment securities............... 160 264 424 400 590 990
------ ----- ------ ------ ------ ------
Total..................... 2,511 646 3,157 5,013 1,188 6,201
------ ----- ------ ------ ------ ------
Interest-bearing liabilities:
----------------------------
Passbook accounts................... 60 66 126 95 12 107
Escrow accounts..................... 16 -- 16 10 -- 10
NOW accounts........................ 13 (14) (1) 25 (26) (1)
Money market accounts............... 93 91 184 189 169 358
Certificates of deposit............. 214 128 342 476 222 698
Borrowed funds...................... 1,588 516 2,104 3,250 769 4,019
------ ----- ------ ------ ------ ------
Total..................... 1,984 787 2,771 4,045 1,146 5,191
------ ----- ------ ------ ------ ------
Net change in net interest income... $ 527 $(141) $ 386 $ 968 $ 42 $1,010
====== ===== ====== ====== ====== ======
</TABLE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND
1999
GENERAL. For the three months ended June 30, 2000, the Company recognized
net income of $984 thousand, or $0.20 per share, as compared to net income of
$520 thousand, or $0.10 per share, for the three months ended June 30, 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 and non- interest income increased $386 thousand and $293
thousand, or 8.8% and 36.7%, respectively, for the three months ended June 30,
2000, and was partially offset by an increase in non-interest expense of $97
thousand, or 2.3%.
INTEREST INCOME. Interest income amounted to $11.3 million for the three
months ended June 30, 2000, as compared to $8.2 million for the three months
ended June 30, 1999. This increase of $3.2 million, or 38.7%, was primarily the
result of the increase of $1.8 million in interest earned on the Company's
14
<PAGE>
mortgage loan portfolio, the increase of $680 thousand in interest and dividends
earned on securities and the increase of $644 thousand in interest earned on
other loans, as compared to the respective amounts earned over the three-month
period ended June 30, 1999.
The increase in interest earned on the Company's mortgage loan portfolio
resulted primarily from the increase in the average yield of the portfolio to
7.51% for the three months ended June 30, 2000 from 7.22% for the three months
ended June 30, 1999, as well as the $89.0 million, or 40.9%, increase in the
average balances of mortgage loans to $306.6 million for the three months ended
June 30, 2000, as compared to $217.6 million for the three months ended June 30,
1999. The increase in interest income on consumer and other loans was primarily
the result of the increase in average balances of $25.0 million, or 41.0%,
coupled with an increase in the average yield of such portfolio to 9.09% from
8.60%.
The increase in interest and dividends earned on securities resulted mainly
from the increase in the average balances of investment securities, including
mortgage-backed securities, to $199.0 million for the three months ended June
30, 2000, as compared to $176.9 million for the three months ended June 30,
1999. This increase resulted largely from the Company's securitization of
mortgage loans it originated and the utilization of additional wholesale
leverage transactions in order to enhance earnings.
INTEREST EXPENSE. Interest expense for the three-month period ended June
30, 2000 on total interest- bearing deposits and borrowed funds increased by
$2.8 million, as compared to the same three-month period one year earlier,
primarily as a result of the increase in the average costs and average balances
of interest- bearing deposits and borrowed funds. Over the same periods, the
average balances of total interest-bearing liabilities increased by $163.3
million, or 44.4%, from $367.7 million to $531.0 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 June
30, 2000 increased $386 thousand, or 8.8%, to $4.8 million compared to the three
months ended June 30, 1999, primarily as a result of the increase in the average
balances of the Company's loan and investment securities portfolios. This
increase was partially offset by the increase in the average balances and
average costs of the Company's interest-bearing liabilities. Interest rate
spread decreased to 2.72% from 3.06%, and net interest margin decreased to 3.23%
from 3.85%, respectively, for the three-month period ended June 30, 2000
compared to the three-month period ended June 30, 1999.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the three
months ended June 30, 2000 and 1999 was $205 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
June 30, 2000 totaled $1.1 million as compared to $799 thousand for the three
months ended June 30, 1999. This increase was primarily the result of increases
in service and fee income and other income of $149 thousand and $397 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 $346 thousand
reduction of a previously recognized $332 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 Board's ("FASB")
Statement No. 65, "Accounting for Certain Mortgage Banking Activities," and an
increase of $164 thousand in the cash surrender value of the bank owned life
insurance that was purchased by the Savings Bank early in the first quarter of
2000. Partially offsetting these increases was the $251 thousand decrease in
income from securities transactions for the three months ended June 30, 2000, as
compared to the same period in 1999. This decrease resulted because a large
portion of
15
<PAGE>
the income from securities transactions for the three months ended June 30, 1999
included gains realized from the non-recurring sale of some of the Company's
equity investments.
NON-INTEREST EXPENSE. Non-interest expense increased by $97 thousand for
the three-month period ended June 30, 2000 as compared to June 30, 1999.
Salaries and employee benefits expense grew $261 thousand for the three months
ended June 30, 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 $119 thousand and
$49 thousand, respectively, for the three months ended June 30, 2000, which
increases were primarily attributable to the formation of the Commercial Bank
and the Savings Bank's new branch. Partially offsetting the increases were
decreases in other expenses, professional fees and advertising of $205 thousand,
$74 thousand and $60 thousand, respectively. These decreases were attributable
to reductions in various volume-based and controllable expenses.
PROVISION FOR INCOME TAXES. The increase in the provision for income taxes
for the three-month period ended June 30, 2000, as compared to the same period
ended June 30, 1999, was primarily attributable to the 53.8% increase in pre-tax
income and was partially offset by the implementation of a tax-planning strategy
during the latter half of 1999.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
GENERAL. For the six months ended June 30, 2000, the Company recognized net
income of $2.0 million, or $0.42 per share, as compared to net income of $1.5
million, or $0.27 per share, for the six months ended June 30, 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 and non-interest income increased $1.0 million and $53 thousand,
or 11.8% and 2.5% respectively, for the six months ended June 30, 2000, and was
partially offset by a $564 thousand, or 7.2%, increase in non-interest expense.
INTEREST INCOME. Interest income amounted to $21.9 million for the six
months ended June 30, 2000, as compared to $15.7 million for the six months
ended June 30, 1999. This increase of $6.2 million, or 39.4%, was primarily the
result of the $3.3 million increase in interest earned on the Company's mortgage
loan portfolio, the increase of $1.7 million in interest and dividends earned on
securities and the increase of $1.2 million in interest earned on other loans,
as compared to the respective amounts earned over the six- month period ended
June 30, 1999.
The increase in interest earned on the Company's mortgage loan portfolio
resulted primarily from the increase in the average yield of the portfolio to
7.48% for the six months ended June 30, 2000 from 7.29% for the six months ended
June 30, 1999, as well as the $81.8 million, or 38.3%, increase in the average
balances of mortgage loans at June 30, 2000 to $295.1 million for the six months
ended June 30, 2000, as compared to $213.3 million for the six months ended June
30, 1999. The increase in interest income on consumer and other loans was
primarily the result of the increase in average balances of $24.4 million, or
41.9%, coupled with an increase in the average yield of such portfolio to 8.99%
from 8.51%.
The increase in interest and dividends earned on securities resulted mainly
from the increase in the average balances of investment securities, including
mortgage-backed securities, to $198.1 million for the six months ended June 30,
2000, as compared to $168.5 million for the six months ended June 30, 1999. This
increase resulted largely from the Company's securitization of mortgage loans it
originated and the utilization of additional wholesale leverage transactions in
order to enhance earnings.
16
<PAGE>
INTEREST EXPENSE. Interest expense over the six-month period ended June 30,
2000 on total interest- bearing deposits and borrowed funds increased by $5.2
million when compared to the same six-month period one year earlier, primarily
as a result of the increase in the average costs and average balances of
interest- bearing deposits and borrowed funds. Over the same periods, the
average balances of total interest-bearing liabilities increased by $163.5
million, or 46.5%, from $351.3 million to $514.8 million, which increase was
primarily associated with funding the Company's loan and securities growth.
NET INTEREST INCOME. Net interest income for the six months ended June 30,
2000 increased $1.0 million, or 11.8%, to $9.5 million compared to the six
months ended June 30, 1999, primarily as a result of the increase in the average
balances of the Company's loan and investment securities portfolios. This
increase was partially offset by the increase in the average balances and
average costs of the Company's interest-bearing liabilities. Interest rate
spread decreased to 2.79% from 3.05%, and net interest margin decreased to 3.31%
from 3.88%, respectively, for the six-month period ended June 30, 2000 compared
to the six-month period ended June 30, 1999.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the six months
ended June 30, 2000 and 1999 was $390 thousand and $250 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 six months ended
June 30, 2000 and June 30, 1999 totaled $2.2 million. Income from securities
transactions decreased $809 thousand for the six months ended June 30, 2000 as
compared to the same period in 1999. This decrease resulted because a large
portion of the income from securities transactions for the six months ended June
30, 1999 included gains realized from the non-recurring sale of some of the
Company's equity investments. Partially offsetting this decrease were increases
in service and fee income and other income of $335 thousand and $538 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 $437 thousand
reduction of a previously recognized $332 thousand unrealized loss on the
valuation of residential mortgage loans held-for-sale at the lower of cost or
market, in accordance with the FASB's Statement No. 65, "Accounting for Certain
Mortgage Banking Activities," and an increase of $299 thousand in the cash
surrender value of the bank owned life insurance that was purchased by the
Savings Bank early in the first quarter of 2000.
NON-INTEREST EXPENSE. Non-interest expense increased by $564 thousand for
the six-month period ended June 30, 2000 as compared to June 30, 1999. Salaries
and employee benefits expense grew by $476 thousand for the six months ended
June 30, 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 $259 thousand and
$111 thousand, respectively, for the six months ended June 30, 2000, which
increases were primarily attributable to the formation of the Commercial Bank
and the Savings Bank's new branch. In addition, professional fees increased
during 2000 by $12 thousand. Partially offsetting these increases were the
decreases in other expenses and advertising expense of $180 thousand and $128
thousand, respectively, as result of reductions in various volume-based and
controllable expenses.
PROVISION FOR INCOME TAXES. The decrease in the provision for income taxes
for the six-month period ended June 30, 2000, as compared to the same period
ended June 30, 1999, was primarily attributable to the implementation of the
previously mentioned tax-planning strategy during the latter part of 1999.
17
<PAGE>
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 June 30, 2000, management had utilized
$66.8 million in repurchase agreements and $180.9 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 June 30, 2000, the Company's total approved loan origination commitments
outstanding totaled $81.2 million. At the same time, the unadvanced portion of
residential construction loans totaled $10.9 million. Certificates of deposit
scheduled to mature in one year or less at June 30, 2000 totaled $86.9 million.
Based on historical experience, management believes that a significant portion
of such deposits will remain with the Company.
At June 30, 2000, the Company had cash and due from banks of $17.5 million
and securities available for sale of $184.8 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.
At June 30, 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 $72.6 million,
or 11.41% of average assets, which is well above the required level of $25.6
million, or 4% of average assets. The Company's ratio of Tier 1 capital to
risk-weighted assets of 20.58% at June 30, 2000 is also well above the required
level of 4%. The Company's ratio of total capital to risk-weighted assets is
21.29%, which is well above the required level of 8%. In addition, the Savings
Bank's and the Commercial Bank's capital ratios qualify each of them to be
treated as "well capitalized" for regulatory purposes. The following table shows
the Savings Bank's regulatory capital positions and ratios at June 30, 2000.
18
<PAGE>
<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) $54,995 16.21% $27,140 8.00% $27,855 8.21%
Tier 1 Capital..............
(to risk-weighted assets) 52,454 15.46 13,570 4.00 38,884 11.46
Tier 1 Capital..............
(to average assets) 52,454 8.11 25,886 4.00 26,568 4.11
The following table shows the Commercial Bank's regulatory capital positions and
ratios as of June 30, 2000.
</TABLE>
<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) $ 5,527 62.17% $ 216 8.00% $ 5,311 54.17%
Tier 1 Capital..............
(to risk-weighted assets) 5,507 61.95 108 4.00 5,399 57.95
Tier 1 Capital..............
(to average assets) 5,507 35.85 261 4.00 5,246 31.85
</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
Schedule 13D 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 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, and that the Company
may be prepared to offer more than $18.00 if additional value in GOSB was
demonstrated during the Company's due diligence review of GOSB. 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. GOSB has not yet agreed to permit the Company to conduct due
diligence, and the Company has not yet made an offer to GOSB.
The Schedule 13D also disclosed that the Company owned 167,400 shares of
GOSB's outstanding common stock, which is 8.44% of the 1,984,538 shares
outstanding on May 12, 2000, as reported by GOSB in its most recent Form 10-Q,
filed on May 12, 2000 for the quarter ended March 31, 2000.
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 Commission on June 30, 2000. There
19
<PAGE>
have been no material changes in the Company's market risk at June 30, 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
Not applicable.
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.
20
<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: August 14, 2000 By: /s/ Ronald J. Gentile
-------------------------------------
Ronald J. Gentile
President and Chief Operating Officer
Date: August 14, 2000 By: /s/ Arthur W. Budich
-----------------------------------------
Arthur W. Budich
Senior Vice President and Chief Financial
Officer
21
<PAGE>
EXHIBIT INDEX
27. Financial Data Schedule (submitted only with filing in electronic format)
22
