<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998 Commission File No. 0-23271
RICHMOND COUNTY FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 06-1498455
(State of Incorporation) (I.R.S. Employer Identification Number)
1214 Castleton Avenue
Staten Island, New York 10310
(Address of principal executive offices) (Zip Code)
718-448-2800
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
As of May 14, 1998, there were 26,423,550 shares of the common stock
outstanding.
<PAGE>
FORM 10-Q
RICHMOND COUNTY FINANCIAL CORP.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
at March 31, 1998 and June 30, 1997......................................... 3
Consolidated Statements of Operations
for the three and nine months ended March 31, 1998 and 1997................. 4
Consolidated Statements of Changes in Stockholders' Equity
for the nine months ended March 31, 1998 and 1997........................... 5
Consolidated Statements of Cash Flows
for the nine months ended March 31, 1998 and 1997........................... 6
Notes to Unaudited Consolidated Financial Statements........................ 7
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations............................ 10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk......... 19
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.................................................. 20
ITEM 2. Changes in Securities and Use of Proceeds.......................... 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
Exhibit Index............................................................... 21
Signature Page.............................................................. 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
risk and uncertainties which could cause actual results to differ materially
from those projected. Such risks and uncertainties include potential changes in
interest rates, competitive factors in the financial services industry, general
economic conditions, the effect of new legislation and other risks detailed in
documents filed by the Company with the Securities and Exchange Commission from
time to time.
- --------------------------------------------------------------------------------
2
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RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1998 1997
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 26,593 $ 26,543
Federal funds sold 31,600 6,000
Securities held to maturity:
Investment securities - 205,201
Mortgage-backed and mortgage related securities - 185,122
Securities available for sale:
Investment securities 256,033 19,706
Mortgage-backed and mortgage related securities 551,418 27,398
Loans receivable:
Real estate loans 539,950 471,601
Other loans 27,587 30,127
Less allowance for loan losses (6,657) (5,470)
------------ -----------
Total loans receivable, net 560,880 496,258
Banking premises and equipment, net 12,406 12,058
Accrued interest receivable 10,255 8,268
Other real estate owned 655 662
Net deferred tax assets 8,788 2,942
Other assets 5,177 3,212
------------ -----------
TOTAL ASSETS $ 1,463,805 $ 993,370
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 118,239 $ 92,959
Savings, N.O.W & Money market accounts 496,913 493,506
Certificates of deposit 316,047 298,066
------------ -----------
Total deposits 931,199 884,531
Borrowings from the Federal Home Loan Bank 200,000 -
Accrued expenses & other liabilities 9,924 7,974
------------ -----------
TOTAL LIABILITIES 1,141,123 892,505
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued - -
Common stock, $.01 par value, 75,000,000 shares authorized;
26,423,550 shares issued and outstanding at March 31, 1998 264 -
Additional paid-in-capital 254,222 -
Retained earnings-substantially restricted 99,608 100,555
Unallocated common stock held by
Employee Stock Ownership Plan ("ESOP") (34,138) -
Net unrealized gain on securities available for sale, net of tax 2,726 310
------------ -----------
TOTAL STOCKHOLDERS' EQUITY 322,682 100,865
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,463,805 $ 993,370
============ ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
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RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------------- ---------------------------
(Unaudited) (Unaudited)
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans $ 11,142 $ 9,665 $ 32,249 $ 28,098
Debt & equity securities 3,407 3,863 10,317 13,311
Mortgage-backed and mortgage related securities 6,113 2,736 14,452 6,065
Federal funds sold and interest-earning bank balances 3,313 312 3,622 1,001
------------ ------------ ------------ ------------
Total interest income 23,975 16,576 60,640 48,475
------------ ------------ ------------ ------------
INTEREST EXPENSE:
Deposits 8,787 6,916 23,948 20,441
Borrowed funds 1,386 - 2,175 -
------------ ------------ ------------ ------------
Total interest expense 10,173 6,916 26,123 20,441
------------ ------------ ------------ ------------
Net interest income 13,802 9,660 34,517 28,034
Provision for loan losses 600 270 1,500 810
------------ ------------ ------------ ------------
Net interest income after provision for loan losses 13,202 9,390 33,017 27,224
------------ ------------ ------------ ------------
NON-INTEREST INCOME:
Fee income 953 825 2,600 2,162
Net (loss) gain on sale of securities and loans (53) 7 20 (62)
Other 37 - 37 25
------------ ------------ ------------ ------------
Total non-interest income 937 832 2,657 2,125
------------ ------------ ------------ ------------
NON-INTEREST EXPENSE:
Salaries and employee benefits 3,564 2,501 8,841 7,485
Occupancy costs 727 789 2,320 2,276
Computer service fees 435 643 1,519 1,693
Advertising 237 180 829 503
Amortization of deposit premium 78 78 235 235
FDIC insurance premiums 38 (21) 115 586
Contribution to Richmond County Savings Foundation 19,558 - 19,558 -
Other 1,879 886 3,606 2,089
------------ ------------ ------------ ------------
Total non-interest expense 26,516 5,056 37,023 14,867
------------ ------------ ------------ ------------
(Loss) income before income taxes (12,377) 5,166 (1,349) 14,482
(Benefit) provision for income taxes (5,766) 2,400 (402) 6,778
------------ ------------ ------------ ------------
NET (LOSS) INCOME $ (6,611) $ 2,766 $ (947) $ 7,704
============ ============ ============ ============
EARNINGS (LOSS) PER SHARE SINCE CONVERSION:
Basic $ (0.39) N/A $ (0.39) N/A
Diluted $ (0.39) N/A $ (0.39) N/A
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
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RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
FOR THE
NINE MONTHS ENDED
MARCH 31,
--------------------------
(UNAUDITED)
1998 1997
--------- ---------
<S> <C> <C>
COMMON STOCK (par value)
- ------------------------
Issuance of 24,466,250 shares of $.01 par value common stock
in initial public offering $ 245 $ -
Issuance of 1,957,300 shares of $.01 par value common stock
to the Richmond County Savings Foundation 19 -
--------- ---------
Balance at end of period 264 -
--------- ---------
ADDITIONAL PAID-IN-CAPITAL
- --------------------------
Issuance of 24,466,250 shares of common stock in initial public
offering at $10.00 per share, net of conversion related expenses 234,644 -
Issuance of 1,957,300 shares of common stock at $10.00 per share
to the Richmond County Savings Foundation 19,553 -
Excess of ESOP compensation cost measured using fair value
of stock over related cost 25 -
--------- ---------
BALANCE AT END OF PERIOD 254,222 -
--------- ---------
RETAINED EARNINGS-SUBSTANTIALLY RESTRICTED
- ------------------------------------------
Balance at beginning of period 100,555 89,830
Net (loss) income (947) 7,704
--------- ---------
Balance at end of period 99,608 97,534
--------- ---------
UNALLOCATED COMMON STOCK HELD BY ESOP
- -------------------------------------
Open market purchases of Richmond County Financial Corp. common stock
by ESOP trustee (34,571) -
Allocation from shares purchased with loan from Richmond County Financial
Corp. 433 -
--------- ---------
Balance at end of period (34,138) -
--------- ---------
UNREALIZED GAIN (LOSS) ON SECURITIES AVAILABLE FOR SALE, NET OF TAX
- -------------------------------------------------------------------
Balance at beginning of period 310 71
Change in unrealized gain (loss) on securities available for sale, net of tax 2,416 (77)
--------- ---------
Balance at end of period 2,726 (6)
--------- ---------
Total stockholders' equity $322,682 $ 97,528
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
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RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
FOR THE
NINE MONTHS ENDED
MARCH 31,
----------------------------
(UNAUDITED)
1998 1997
---------- ----------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 10,746 $ 19,917
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loans receivable, net (43,003) (65,408)
Loans purchased (21,907) (910)
Loans sold - 2,004
Investment securities held to maturity:
Maturities and redemptions 61,193 99,659
Purchases - (17,611)
Investment securities available for sale:
Sales and redemptions 53,995 11,954
Purchases (142,701) (190)
Mortgage-backed and mortgage related securities held to maturity:
Maturities 43,556 2,972
Principal collected 31,987 17,715
Purchases - (117,105)
Mortgage-backed and mortgage related securities available for sale:
Calls and redemptions 90,976 -
Principal collected 30,524 182
Purchases (535,598) (9,819)
Net addition to banking premises and equipment (1,123) (1,242)
---------- ----------
Net cash used in investing activities (432,101) (77,799)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 46,010 45,775
Net increase in escrow accounts 658 770
Increase in borrowings from the Federal Home Loan Bank 200,000 -
Net proceeds of common stock issuance 234,908 -
Loan to ESOP for open market purchases of common stock (34,571) -
---------- ----------
Net cash provided by financing activities 447,005 46,545
---------- ----------
Net increase (decrease) in cash and cash equivalents 25,650 (11,337)
Cash and cash equivalents at beginning of period 32,543 49,272
---------- ----------
Cash and cash equivalents at end of period $ 58,193 $ 37,935
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 25,044 $ 20,441
Income taxes 4,294 4,345
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
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RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements include the
accounts of Richmond County Financial Corp. (the "Company"), its direct wholly-
owned subsidiary, Richmond County Savings Bank (the "Bank"), and the
subsidiaries of the Bank.
The unaudited consolidated financial statements included herein reflect all
normal recurring adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods presented. The
results of operations for the three and nine months ended March 31, 1998 are not
necessarily indicative of the results of operations that may be expected for the
entire fiscal year. Certain information and note disclosures normally included
in the financial statements, prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
Registration Statement on Form S-1.
2. Earnings Per Share
------------------
Earnings per common share is calculated by dividing net (loss) income by the
weighted average number of shares of common stock outstanding. For the three
months ended March 31, 1998, the weighted average number of shares of common
stock outstanding was 24,310,295. For the three and nine months ended March 31,
1998, such shares have been reduced, in accordance with the provisions of the
American Institute of Certified Public Accountants ("AICPA") Statement of
Position 93-6, "Employers' Accounting for Employee Stock Option Plans", by the
weighted average number of unallocated shares of common stock held by the Bank's
ESOP.
3. Conversion to Stock Form of Ownership
-------------------------------------
On July 31, 1997, the Board of Trustees of the Bank unanimously adopted a Plan
of Conversion whereby the Bank would convert from a New York State chartered
mutual bank to a New York State chartered stock institution with the concurrent
formation of a holding company, Richmond County Financial Corp. (the
"Conversion").
The Conversion was completed on February 18, 1998, with the issuance by the
Company of 24,466,250 shares of common stock, at a price of $10.00 per share,
in an initial public offering. The Company received gross proceeds from the
Conversion of $244.7 million, before the reduction from gross proceeds of
$9.8 million for estimated conversion related expenses. The Company used
$117.4 million, or 50% of the net proceeds, to purchase all of the outstanding
stock of the Bank.
Concurrent with the completion of the Conversion, an additional 1,957,300 shares
of authorized but unissued shares of common stock were contributed by the
Company to the Richmond County Savings Foundation (the "Foundation"), a private
foundation dedicated to charitable purposes within the Bank's communities that
it serves. The Company recorded a one-time
7
<PAGE>
charge of $19.6 million, the full amount of the contribution made to the
Foundation and a corresponding deferred tax benefit of $8.4 million, in the
third quarter ended March 31,1998. The contribution to the Foundation will be
fully tax deductible, subject to an annual limitation based upon the Company's
annual taxable income.
4. Employee Stock Ownership Plan
-----------------------------
In connection with the Conversion, the Bank implemented the ESOP, a tax-
qualified plan designed to invest primarily in the Company's common stock. The
ESOP will provide eligible employees with the opportunity to receive a Bank-
funded retirement benefit based primarily on the value of the common stock. All
eligible employees of the Bank and its affiliates, including the Company, as of
the effective date of the Conversion, may participate in the ESOP. Subsequent to
the Conversion, all eligible employees of the Bank and its affiliates, including
the Company, may participate in the ESOP upon the age of 21 and the completion
of one year of service. Subsequent to the Conversion, the ESOP purchased,
through a $34.6 million loan from the Company, 8%, or 2,113,884 shares of common
stock in the open market. The term of the ESOP loan will be 20 years and will
be primarily repaid with contributions from the Bank to the ESOP. The Company
recognizes compensation expense attributable to its ESOP over the year based
upon the estimated number of ESOP shares to be allocated each December 31st.
The amount of compensation expense recorded is equal to the estimate of shares
to be allocated by the ESOP multiplied by the average fair value of the
underlying shares during the period. For the three months ended March 31, 1998,
compensation expense attributable to the ESOP was $458,000.
5. Recent Accounting Pronouncements
--------------------------------
In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 129, "Disclosure of
Information About Capital Structure" ("SFAS No. 129"). SFAS No. 129 continues
the existing requirements to disclose the pertinent rights and privileges of all
securities other than ordinary common stock but expands the number of companies
subject to portions of its requirements. Specifically, the Statement requires
all entities to provide the capital structure disclosures previously required by
APB Opinion No. 15. Companies that were exempt from the provisions of APB
Opinion No. 15 will now need to make those disclosures. Adoption of this
statement is not expected to have a material effect on the Company's
consolidated financial statements.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income"
("SFAS No. 130"). SFAS No. 130 establishes standards for reporting and display
of comprehensive income and its components (revenues, expenses, gains, and
losses) in a full set of general-purpose financial statements. SFAS No. 130
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. SFAS No. 130 requires that an enterprise (a) classify items of
other comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately from
net worth and additional paid-in capital in the equity section of a statement of
financial position. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purposes is required. Adoption of this statement is not
expected to have a material effect on the Company's consolidated financial
statements.
8
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In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 requires disclosures for each
segment that are similar to those required under current standards with the
addition of quarterly disclosure requirements and a finer partitioning of
geographic disclosures. It requires limited segment data on a quarterly basis.
It also requires geographic data by country, as opposed to broader geographic
regions as permitted under current standards. SFAS No. 131 is effective for
fiscal year beginning after December 15, 1997 with earlier application
permitted.
6. Recent Developments
-------------------
On April 15, 1998, the Company announced that its Board of Directors declared a
quarterly cash dividend of five cents ($0.05) per common share. The dividend is
payable on May 15, 1998 to shareholders of record as of May 1, 1998.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
Richmond County Financial Corp. is a savings and loan holding company regulated
by the Office of Thrift Supervision. The primary operating subsidiary of
Richmond County Financial Corp. is Richmond County Savings Bank (the "Bank"),
a New York State chartered stock savings bank. While the following discussion of
financial condition and results of operations includes the collective results of
Richmond County Financial Corp. and the Bank (collectively the "Company"), this
discussion reflects principally the Bank's activities as the Company currently
does not engage in any significant business activities other than the management
of the Bank and the investment of net proceeds from the Bank's mutual to stock
conversion, which occurred on February 18, 1998 (the "Conversion").
Financial Condition
Total assets increased by $470.4 million, or 47.4%, from $993.4 million at June
30, 1997 to $1.5 billion at March 31, 1998. The increase in overall assets was
primarily due to an increase of $370.0 million in investment and mortgage-backed
and mortgage related securities, an increase in net loans of $64.6 million, or
13.0%, and an increase in federal funds sold of $25.6 million. These increases
were primarily due to $234.9 million of net proceeds received in the Conversion,
$200.0 million of advances received from the Federal Home Loan Bank ("FHLB") and
a net increase in overall deposits of $46.7 million.
As part of its efforts to manage the Bank's asset/liability strategy in an
environment experiencing above normal prepayment risk and market sensitivity to
potential changes in market interest rates, in the third quarter of fiscal 1998,
the Bank designated substantially all of its investment securities and its
mortgage-backed and mortgage related securities as available for sale. The Bank
transferred $149.2 million of investment securities and $123.9 million of
mortgage-backed and mortgage related securities from the held to maturity
category to the available for sale category. Subsequent to the transfer,
approximately $38.0 million of investment securities available for sale and
$16.7 million of mortgage-backed and mortgage related securities available for
sale were sold and a net loss of $144,300 was realized. Management believes
that the flexibility of the available for sale portfolio will assist the Company
in evaluating market opportunities while managing the Bank's exposure to
interest rate risk and asset sensitivity.
Mortgage-backed and mortgage related securities increased by $338.9 million, or
159.5%, from $212.5 million at June 30, 1997 to $551.4 million at March 31,
1998. Investment securities at March 31, 1998 totaled $256.0 million, an
increase of $31.1 million, or 13.8%, compared to $224.9 million at June 30,
1997.
Net loans receivable increased $64.6 million, or 13.0%, to $560.9 million at
March 31, 1998 compared to $496.3 million at June 30, 1997. This increase was
due primarily to originations of $113.3 million and whole loan purchases of
$21.9 million, offset by scheduled amortization and prepayments of $70.5
million.
Total liabilities at March 31, 1998 were $1.1 billion, an increase of $248.6
million, or 27.9%, from $892.5 million at June 30, 1997. Total deposits
increased by $46.7 million, or 5.3%, from $884.5 million at June 30, 1997 to
$931.2 million at March 31, 1998. The Bank's "core"
10
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deposits increased by $28.7 million, or 4.9%, at March 31, 1998 to $615.2
million, from $586.5 million at June 30, 1997. The increase in the Bank's "core"
deposits was primarily attributable a $25.3 million increase in demand deposits.
The Bank also experienced an increase of $18.0 million, or 6.0%, in certificates
of deposit from $298.1 million at June 30, 1997 to $316.0 million at March 31,
1998. The increase in certificates of deposit was primarily attributable to
increased marketing of such deposit products.
Additionally, the Bank continues to place a greater level of emphasis on the
utilization of borrowed funds to fund asset growth. In this regard, at March
31, 1998, the Bank had total borrowings of $200.0 million, all of which were in
the form of advances from the FHLB. The Bank had no borrowings at June 30,
1997. The Bank may continue to increase such emphasis, which may result in an
increase in the Bank's overall cost of funds. The Bank's current strategy is to
invest such borrowed funds primarily in mortgage-backed and mortgage related
securities. This strategy is intended to incrementally increase net interest
income, although it may have the effect of incrementally decreasing net interest
rate spread.
Total stockholders' equity increased by $221.8 million to $322.7 million at
March 31, 1998 from $100.9 million at June 30, 1997. The increase was primarily
attributable to net conversion proceeds received of $234.9 million, offset in
part by the funding of the Bank's ESOP. Subsequent to the Conversion, the ESOP
purchased 2,113,884 shares of the Company's stock with loan proceeds of $34.6
million received from the Company.
Non-performing Assets
Non-performing loans totaled $6.2 million, or 1.1% of total loans at March 31,
1998, as compared to $3.9 million, or 0.8% of total loans, at June 30, 1997. At
March 31, 1998, the Bank's real estate owned net, consisted of foreclosed assets
totaling $655,000, which at such date was comprised of 6 one- to four-family
properties and one vacant commercial lot.
At March 31, 1998, the Bank had $3.3 million of assets designated by the Bank as
"Substandard", consisting of 14 loans, no assets classified as "Doubtful", and
no assets classified as "Loss", respectively. At March 31, 1998, the Bank had
$3.4 million of assets designated by the Bank as "Special Mention", consisting
of 19 loans, which were designated Special Mention due to past loan
delinquencies.
Non-accrual loans totaled $6.2 million as of March 31, 1998, which included 22
one- to four-family loans, with an aggregate balance of $3.6 million. One non-
accrual loan is a $1.1 million commercial mortgage on a mixed-use property in
Staten Island, New York. The loan is secured by the property, which was last
appraised in December 1996 for $1.4 million.
It was the Bank's policy to generally cease accruing interest on all commercial
real estate, construction and commercial loans 90 days or more past due, on all
consumer loans which were 120 days or more past due, and on all one- to four-
family residential mortgage loans which were 180 days or more past due.
Effective July 1, 1997, the Bank revised this policy such that it does not
accrue interest on any loans, including one- to four-family loans secured by
real estate, which are more than 90 days delinquent as to principal and interest
unless, in the opinion of management, collection is probable.
For the nine months ended March 31, 1998, the Company's loan loss provision was
$1.5 million as compared to $810,000 for the prior year's period. The Company's
allowance for loan
11
<PAGE>
losses totaled $6.7 million at March 31, 1998 and $5.5 million at June 30, 1997,
which represents a ratio of allowance for loan losses to non-performing loans
and to total loans of 106.6% and 1.2%, respectively, and 141.0% and 1.1%,
respectively. The Company continues to increase its overall loan loss reserves
after analyzing non-performing loans as well as the need to increase its general
valuation allowances due to the increase in lending of all loan products.
Management believes the allowance for loan losses at March 31, 1998 is adequate
and sufficient reserves are presently maintained to cover potential losses. For
the quarter ended and nine months ended March 31, 1998, the Company experienced
net charge-offs of $81,000 and $313,000, respectively.
Comparison of Operating Results For the Three Months Ended March 31, 1998 and
1997
General. The Company reported a net loss of $6.6 million for the quarter ended
March 31, 1998, as compared to net income of $2.8 million for the same period
last year. The results of operations for the three months ended March 31, 1998
reflect a non-recurring contribution relating to the funding of the Richmond
County Savings Foundation (the "Foundation"). Excluding the effect of this
contribution, net income was $4.6 million for the three month period ended
March 31, 1998. This represents a $1.8 million increase in net income from the
quarter ended March 31, 1997. At the close of the Conversion, the Company funded
the Foundation with a donation of 1,957,300 shares of common stock, resulting in
a one-time, non-recurring charge of $19.6 million ($11.2 million after tax). Net
loss per share since the Conversion on February 18, 1998 was $ 0.39 per share.
Per share amounts are not applicable to the 1997 results.
Interest Income. The Company reported total interest income of $24.0 million
for the quarter ended March 31, 1998, representing an increase of $7.4 million,
or 44.6%, as compared to the same period in 1997. The increase in interest
income was primarily attributable to the growth in average interest-earning
assets of $446.5 million, offset in part, by an 11 basis point decrease in the
average yield on interest-earning assets. The overall increase in the level of
interest-earning assets was primarily the result of utilizing the net conversion
proceeds and an increase in borrowed funds to fund growth in the mortgage loan
and securities portfolios. Interest income was also positively affected by non-
depository stock subscriptions received as a result of the Conversion, which
were invested primarily in overnight funds prior to its completion.
Consequently, the average yield on interest-earning assets decreased by 11 basis
points, due in part to the short-term liquidity position maintained prior to the
Conversion. The substantial liquidity position was maintained due to the
pending offering of the Company's common stock and the anticipated return of
approximately $236.9 million in non-depository stock subscription funds.
Interest income on loans increased $1.5 million, or 15.3%, to $11.1 million for
the three month period ended March 31, 1998, as compared to the $9.7 million
reported for the comparable period in 1997. This increase was the result of
growth in the average balance of real estate loans outstanding primarily due to
increased originations of one- to four-family, commercial real estate loans and
the purchase of $9.0 million of multi-family loans. The average yield on the
overall loan portfolio increased 4 basis points from 8.0% for the three months
ended March 31, 1997, to 8.04% for the same period in 1998.
Interest income on debt and equity securities decreased $456,000, or 11.8%, from
$3.9 million for the three months ended March 31, 1997, to $3.4 million for the
same period in 1998. This decrease is primarily attributable to management's
recent restructuring of its securities portfolio, resulting in a $34.9 million
decrease in the average balance of such securities, offset in part, by a 23
basis point increase in the average yield.
12
<PAGE>
Interest income on mortgage-backed and mortgage related securities increased
$3.4 million, or 123.4%, from $2.7 million for the three month period ended
March 31, 1997, to $6.1 million for the three month period ended March 31, 1998.
This increase was primarily due to an increase in the average balance of
mortgage-backed and mortgage related securities of $201.8 million, resulting
from the restructuring of the securities portfolio, the investment of net
conversion proceeds and the investment of borrowed funds. The increase in such
securities reflects management's recent revision to its securities investment
strategy, whereby it has decreased its emphasis on debt securities by investing
funds from the maturity and sale of debt securities into mortgage-backed and
mortgage related securities. The yield on the mortgage-backed and mortgage
related securities increased by 6 basis points, due primarily to the higher rate
environment for new purchases with a longer weighted average life and the
repricing of adjustable rate securities purchased in prior periods.
Interest Expense. Interest expense increased $3.3 million, or 47.1%, from
$6.9 million for the three month period ended March 31, 1997, to $10.2 million
for the three month period ended March 31, 1998. Interest expense on deposits
increased $1.9 million, or 27.1%, from $6.9 million for the three month period
ended March 31, 1997, to $8.8 million for the three month period ended March
31, 1998. The increase reflects a $92.3 million increase in the average balance
of interest-bearing deposits, primarily attributable to a $38.2 million increase
in the average balance of certificates of deposit and a $47.5 million increase
in the average balance of savings deposit accounts. This increase can mainly be
attributable to the Bank's strategy of attracting more certificates of deposit
through additional certificate of deposit products and the related marketing of
commercial deposit accounts. Additionally, the Bank realized a one time $895,000
expense relating to interest paid on non-depository stock subscription funds
received in connection with the Conversion.
Interest expense on borrowed funds was $1.4 million for the quarter ended
March 31, 1998. The Bank continues to place a greater level of emphasis on the
utilization of borrowed funds to fund asset growth and to leverage the Bank's
capital position to improve returns on equity. For the quarter ended March 31,
1997, the Bank had no borrowings outstanding. The Bank may continue to increase
such emphasis on borrowed funds, which may result in an increase in the Bank's
overall cost of funds. The Bank's current strategy is to invest such borrowed
funds primarily in mortgage-backed and mortgage related securities. This
strategy is intended to incrementally increase net interest income, although it
may have the effect of incrementally decreasing net interest rate spread.
Consequently, the average cost of the Bank's interest-bearing liabilities
increased from 3.62% for the three month period ended March 31, 1997, to 3.91%
for the three month period ended March 31, 1998.
Provision for Loan Losses. The Bank's provision for loan losses was $600,000
for the three month period ended March 31, 1998, compared to $270,000 for the
three month period ended March 31, 1997. The third quarter fiscal 1998
provision was based on management's evaluation of its loan portfolio and real
estate market conditions. In particular, management considered the continued
growth in the portfolio, as well as the increase in its non-performing loans.
Management believes, based upon information currently available, that its
allowance for loan losses is adequate to cover potential loan losses. To the
extent the Bank increases its investment in multi-family loans, commercial real
estate, commercial and other loans, which entail higher risk than one- to four-
family loans, the Bank may decide to increase its allowance for loan losses
through additional loan loss provisions, which may adversely affect net income.
In addition, if general economic conditions and real estate values within the
Bank's primary lending area decline, the level of
13
<PAGE>
non-performing loans may increase, resulting in larger provisions for loan
losses which, in turn, would also adversely affect net income.
Non-Interest Income. Non-interest income is comprised primarily of fee income
and gains and losses from the sale of securities and loans. Exclusive of net
securities gains and losses, non-interest income for the three month period
ended March 31, 1998, increased $158,000, or 19%, to $990,000. The increased
level of non-interest income is primarily due to an overall increase in deposit
fee income.
Non-Interest Expense. Non-interest expense, excluding the charitable
contribution, was $7.0 million for the three months ended March 31, 1998, an
increase of $1.9 million, or 37.6%, as compared to $5.1 million reported for the
same period in fiscal 1997. The increase in non-interest expense was primarily
due to increases in compensation and employee benefits, including senior
management additions and costs related to the ESOP, and increased professional
fees. During the third quarter of fiscal 1998, the Bank incurred additional
professional fees associated with the formation of Richmond County Capital
Corporation, a subsidiary of the Bank formed for the purpose of establishing a
real estate investment trust ("REIT"). The Bank expects that compensation and
employee benefits expense may continue to increase, primarily as a result of the
adoption of various employee benefit plans, compensation adjustments adopted in
connection with the Conversion and the establishment of the Bank's new
Multi-family Lending Division. In addition, the Bank expects non-interest
expense to increase in future periods as a result of the Bank's intention to
open a public accommodation office and the opening of two new full-service
branches in fiscal 1999.
Income taxes. The Company's effective consolidated tax rate for the three month
period ended March 31, 1998 was (46.6)% as compared to 46.5% reported for the
comparable period in 1997. The three month period ended March 31, 1998 rate
includes the effect of funding the Foundation. Excluding the effect of the
Foundation, the Company's effective tax rate was 40.5%. The contribution to the
Foundation will be tax deductible, subject to an annual limitation based on 10%
of the Company's annual taxable income. The Company, however, will be able to
carry forward any unused portion of the deduction for five years following the
contribution. The Company recognized a $19.6 million expense for the full
amount of the contribution to the Foundation, offset in part by the $8.4 million
corresponding tax benefit, during the three month period ended March 31, 1998.
Comparison of Operating Results For the Nine Months Ended March 31, 1998 and
1997
General. The Company reported a net loss of $947,000 for the nine months ended
March 31, 1998 as compared to net income of $7.7 million for the same period
last year. The results of operations for the nine months ended March 31, 1998
reflect a non-recurring contribution relating to the funding of the Foundation.
Excluding the effect of this contribution, net income was $10.3 million for the
nine month period ended March 31, 1998. This represents a $2.6 million increase
in net income from the comparable period in 1997. At the close of the stock
conversion, Richmond County Financial Corp. funded the Foundation with a
donation of 1,957,300 shares of common stock, resulting in a one-time, non-
recurring charge of $19.6 million ($11.2 million after tax). Net loss per share
since the Conversion was $ 0.39 per share. Per share amounts are not applicable
to the 1997 results.
14
<PAGE>
Interest Income. The Company reported total interest income of $60.6 million
for the nine months ended March 31, 1998, representing an increase of $12.2
million, or 25.1%, as compared to the same period in 1997. The increase in
interest income was primarily attributable to the growth in average interest-
earning assets of $216.7 million and a 4 basis point increase in the average
yield on interest-earning assets. The overall increase in the level of
interest-earning assets was primarily the result of utilizing the net conversion
proceeds and an increase in borrowed funds to fund growth in the mortgage loan
and securities portfolios. Interest income was also positively affected by non-
depository stock subscriptions received as a result of the Conversion, which
were invested primarily in overnight funds prior to its completion.
Consequently, the average yield on interest-earning assets increased slightly by
4 basis points, due in part to the short-term liquidity position maintained
prior to the Conversion. The substantial liquidity position was maintained due
to the pending offering of Company's common stock and the anticipated return of
approximately $236.9 million in non-depository stock subscription funds.
Interest income on loans increased $4.2 million, or 14.8%, to $32.2 million for
the nine months ended March 31, 1998, as compared to the $28.1 million reported
for the comparable period in 1997. This increase was the result of growth in the
average balance of real estate loans outstanding, primarily due to increased
originations of one- to four-family, commercial real estate loans and the
purchase of $21.9 million of multifamily loans. The average yield on the
overall loan portfolio remained constant at 8.08% for the nine months ended
March 31, 1998 and 1997.
Interest income on debt and equity securities decreased $3.0 million, or 22.5%,
from $13.3 million for the nine months ended March 31, 1997 to $10.3 million for
the same period in 1998. This decrease is primarily attributable to
management's recent restructuring of its securities portfolio resulting in a
$67.6 million decrease in the average balance of such securities, offset in part
by a 9 basis point increase in the average yield.
Interest income on mortgage-backed and mortgage related securities increased
$8.4 million, or 138.3%, from $6.1 million for the nine month period ended March
31, 1997, to $14.5 million for the nine month period ended March 31, 1998. This
increase was primarily due to an increase in the average balance of mortgage-
backed and mortgage related securities of $153.6 million, resulting from the
restructuring of the securities portfolio, the investment of net conversion
proceeds and the investment of borrowed funds. The increase in such securities
reflects management's recent revision to its securities investment strategy,
whereby it has decreased its emphasis on debt securities by investing funds from
the maturity and sale of debt securities into mortgage-backed and mortgage
related securities. The yield on the mortgage-backed and mortgage related
securities increased by 39 basis points due to the higher rate environment for
new purchases with a longer weighted average life and the repricing of
adjustable rate securities purchased in prior periods.
Interest Expense. Interest expense increased $5.7 million, or 27.8%, from $20.4
million for the nine month period ended March 31, 1997, to $26.1 million for the
nine month period ended March 31, 1998. Interest expense on deposits increased
$3.5 million, or 17.2%, from $20.4 million for the nine month period ended
March 31, 1997, to $23.9 million for the nine month period ended March 31, 1998.
The increase reflects a $64.9 million increase in the average balance of
interest-bearing deposits, primarily attributable to a $44.3 million increase in
the average balance of certificates of deposit and a $15.5 million increase in
the average balance of savings deposit accounts. This increase can mainly be
attributable to the Bank's strategy of attracting more certificates of deposit
through additional certificate of deposit products and related marketing of
commercial deposit accounts. Additionally, the Bank realized a one time $895,000
expense relating to interest paid
15
<PAGE>
on non-depository stock subscription funds received in connection with the
Conversion.
Interest expense on borrowed funds was $2.2 million for the nine month period
ended March 31, 1998. The Bank continues to place a greater level of emphasis on
the utilization of borrowed funds to fund asset growth and to leverage the
Bank's capital position to improve returns on equity. For the nine months ended
March 31, 1997, the Bank had no borrowings outstanding. The Bank may continue
to increase such emphasis on borrowed funds, which may result in an increase in
the Bank's overall cost of funds. The Bank's current strategy is to invest such
borrowed funds primarily in mortgage-backed and mortgage related securities.
This strategy is intended to incrementally increase net interest income,
although it may have the effect of incrementally decreasing net interest rate
spread. Consequently, the average cost of the Bank's interest-bearing
liabilities increased from 3.63% for the nine month period ended March 31, 1997
to 3.86% for the nine month period ended March 31, 1998.
Provision for Loan Losses. The Bank's provision for loan losses was
$1.5 million for the nine month period ended March 31, 1998, as compared to
$810,000 for the nine month period ended March 31, 1997. The provision for the
nine month period ended March 31, 1998, was based on management's evaluation of
its loan portfolio and real estate market conditions. In particular, management
considered the continued growth in the portfolio, as well as the increase in its
non-performing loans. Management believes, based upon information currently
available, that its allowance for loan losses is adequate to cover future loan
losses. To the extent the Bank increases its investment in multifamily loans,
commercial real estate, commercial and other loans, which entail higher risk
than one- to four-family loans, the Bank may decide to increase its allowance
for loan losses through additional loan loss provisions, which may adversely
affect net income. In addition, if general economic conditions and real estate
values within the Bank's primary lending area decline, the level of non-
performing loans may increase, resulting in larger provisions for loan losses
which, in turn, would also adversely affect net income.
Non-Interest Income. Non-interest income is comprised primarily of fee income
and gains and losses from the sale of securities and loans. Exclusive of net
securities gains and losses, non-interest income for the nine month period ended
March 31, 1998, increased $450,000, or 20.6%, to $2.6 million. The increased
level of non-interest income is primarily due to an overall increase in deposit
fee income.
Non-Interest Expense. Non-interest expense, excluding the charitable
contribution, totaled $17.5 million for the nine months ended March 31, 1998, an
increase of $2.6 million, or 17.5%, as compared to $14.9 million reported for
the same periods in fiscal 1997. The increase in non-interest expense was
primarily due to increases in compensation and employee benefits, including
senior management additions and costs related to the ESOP, and increased
professional fees. During the third quarter of fiscal 1998, the Bank incurred
additional professional fees associated with the formation of Richmond County
Capital Corporation, a subsidiary of the Bank formed for the purpose of
establishing a REIT. The Bank expects that compensation and employee benefits
expense may continue to increase, primarily as a result of the adoption of
various employee benefit plans, compensation adjustments adopted in connection
with the Conversion and the establishment of the Bank's new Multi-family Lending
Division. In addition, the Bank expects non-interest expense to increase in
future periods as a result of the Bank's intention to open a public
accommodation office and the opening of two new full-service branches in fiscal
1999.
16
<PAGE>
Income taxes. The Company's effective consolidated tax rate for the nine month
period ended March 31, 1998, was (29.8)% as compared to 46.8% reported for the
comparable period in 1997. The nine month period ended March 31, 1998 rate
includes the effect of funding the Foundation. Excluding the effect of the
Foundation, the Company's effective tax rate was 40.5%.
Liquidity and Capital Resources
The Bank's primary sources of funds are deposits, proceeds from the principal
and interest payments on loans, mortgage-backed and mortgage related and
investment securities, and to a significantly lesser extent, proceeds from the
sale of fixed-rate mortgage loans to the secondary market. While maturities and
scheduled amortization of loans and securities are predictable sources of funds,
deposit outflows, mortgage prepayments and mortgage loan sales are greatly
influenced by general interest rates, economic conditions and competition.
The primary investing activities of the Bank are the origination of primarily
residential one- to four-family and, to a lesser extent, commercial real estate,
construction and development, Multifamily and other loans and the purchase of
mortgage-backed and mortgage related and investment securities. During the three
and nine month periods ended March 31, 1998 and 1997, the Bank's loan
originations totaled $42.0 million, $113.3 million, $27.1 million and $119.6
million, respectively. Purchases of mortgage-backed, mortgage related and
investment securities totaled $511.0 million, $678.3 million, $57.9 million, and
$144.5 million for the three and nine month periods ended March 31,1998 and
1997, respectively. These activities were funded primarily by deposit growth and
principal repayments and prepayments on loans, mortgage-backed and mortgage
related securities and investment securities, and advances from the FHLB and the
net proceeds received from the Conversion. As of March 31, 1998, the Bank
experienced a net increase in total deposits of $46.7 million, or 5.3%, as
compared to the $884.5 million at June 30, 1997. Deposit flows are affected by
the level of interest rates, the interest rates and products offered by local
competitors and the Bank and other factors.
The Bank closely monitors its liquidity position on a daily basis. Excess short-
term liquidity is invested in overnight federal funds sold. In the event the
Bank should require funds beyond its ability to generate them internally,
additional sources of funds are available through repurchase agreements and
advances from the FHLB. The Bank has recently begun to place a greater level of
emphasis on the utilization of borrowed funds to fund asset growth. In this
regard, at March 31, 1998, the Bank had total borrowings of $200.0 million, all
of which were in the form of long-term advances from the FHLB. The Bank may
continue to increase such emphasis, which may result in an increase in the
Bank's average cost of funds.
Loan commitments totaled $104.7 million at March 31, 1998, were comprised of
$34.9 million in one- to four-family loan commitments, $12.9 million in
commercial real estate loan commitments, $42.8 million in construction loan
commitments, $4.7 million in commercial loan commitments and $9.4 million in
home equity loan commitments. In addition, management estimates that an
increased level of loan commitments will arise as a result of the most recent
formation of the Bank's Multifamily Lending Division established in the fourth
quarter of fiscal 1998. Management of the Bank anticipates that it will have
sufficient funds available to meet its current loan commitments. Certificates of
deposit which are scheduled to mature in less than one year from March 31, 1998,
totaled $230.6 million. Based upon past experience and the Bank's current
17
<PAGE>
pricing strategy, management believes that a significant portion of such
deposits will remain with the Bank.
At March 31, 1998, the Bank exceeded all of its regulatory capital requirements
with a leverage capital level of $193.5 million, or 13.8% of adjusted assets,
which is above the required level of $55.9 million, or 4.0% of adjusted assets
and risk-based capital of $200.1 million, or 29.1% of adjusted assets, which is
above the required level of $55.0 million, or 8.0%.
The Company's most liquid assets are cash, due from banks and federal funds
sold. The levels of these assets are dependent on the Bank's operating,
financing, lending and investing activities during any given period. At March
31, 1998, cash and due from banks and federal funds sold totaled $58.2 million,
or 4.0% of total assets.
18
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK
Asset and Liability Management and the Management of Interest Rate Risk
The principal objective of the Bank's interest rate risk management is to
evaluate the interest rate risk inherent in certain balance sheet accounts,
determine the level of risk appropriate given the Bank's business strategy,
operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with the Board of Directors' approved
guidelines. The Bank currently does not participate in hedging programs,
interest rate swaps or other activities involving the use of off-balance sheet
derivative financial instruments.
Over the past year, the Company has begun to emphasize investment in mortgage-
backed and mortgage related securities with estimated average lives of three to
seven years and to de-emphasize investment in U.S. Treasury securities,
corporate and other debt securities. As a result, at March 31, 1998, mortgage-
backed and mortgage related securities and investment securities totaled 68.3%
and 31.7% of total securities, respectively, as compared to 48.6% and 51.4%,
respectively, at June 30, 1997. The weighted average life of the Company's
securities portfolio increased to 6.8 years at March 31, 1998 from 3.3 years at
June 30, 1997. This strategy has been accomplished primarily by investing funds
from the maturity and sale of U.S. Treasury obligations and other debt
securities into mortgage-backed and mortgage related securities, primarily
government agency pass-throughs and privately issued Collateralized Mortgage
Obligations ("CMOs"). This strategy has, in part, resulted in the increase in
the average yield of the Company's securities portfolio. It has also resulted in
an increase in the weighted average life of such portfolio, which could increase
the Bank's exposure to interest rate risk in a period of rising interest rates.
In pursuing this strategy, the Company considered the relative stability of its
core deposits.
At March 31, 1998, the Bank's estimated one-year "gap" position, the difference
between the amount of interest-earning assets maturing or repricing within one
year and interest-bearing liabilities maturing or repricing within one year, was
a positive $123.6 million, representing a one-year interest sensitivity gap as a
percentage of total assets of 8.9%. Accordingly, during a period of rising
interest rates, the Bank, having a positive gap position, would be in a better
position to invest in higher yielding assets which, consequently, may result in
the yield on its assets increasing at a pace more closely matching the increase
in the cost of its interest-bearing liabilities than if it had a negative gap.
During a period of falling interest rates, an institution with a positive gap
would tend to have its assets repricing at a faster rate than one with a
negative gap which, consequently, may tend to restrain the growth of its net
interest income or result in a decrease in interest income.
19
<PAGE>
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 VOTE OF SECURITY HOLDERS
- -------- -------------------------------------------------
Not applicable
ITEM 5. OTHER INFORMATION
- -------- -----------------
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------- --------------------------------
(a) Exhibits
--------
2.1 Plan of Conversion (including the Restated Organization Certificate
and Stock Bylaws of Richmond County Savings Bank).*
3.1 Certificate of Incorporation of Richmond County Financial Corp.*
3.2 Bylaws of Richmond County Financial Corp.*
10.1 Form of Richmond County Savings Bank Employee Stock Ownership Plan
and Trust.*
10.2 Form of ESOP Loan Commitment Letter and ESOP Loan Documents.*
10.3 Form of Proposed Employment Agreement between Richmond County
Savings Bank and certain executive officers.*
10.4 Form of Proposed Employment Agreement between Richmond County
Financial Corp. and certain executive officers.*
10.5 Form of Proposed Change in Control Agreement between Richmond County
Savings Bank and certain executive officers.*
10.6 Form of Proposed Richmond County Savings Bank Employee Severance
Compensation Plan.*
10.7 Form of Proposed Management Supplemental Executive Retirement Plan.*
11.0 Statement re: Computation of Per Share Earnings.
27.0 Financial Data Schedule.
(b) Report on Form 8-K
------------------
Not applicable
* Incorporated by reference from the Form S-1 (Registration No. 333-37009), as
amended, filed on October 2, 1997.
20
<PAGE>
Exhibit Index
-------------
Page
----
11.0 Statement re: Computation of Per Share Earnings................... 23
27.0 Financial Data Schedule
21
<PAGE>
SIGNATURE
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.
RICHMOND COUNTY FINANCIAL CORP.
(Registrant)
Date: May 15, 1998 By: /s/ Michael F. Manzulli
-----------------------
Michael F. Manzulli
Chairman of the Board
and Chief Executive
Officer
Date: May 15, 1998 By: /s/ Thomas R. Cangemi
-----------------------
Thomas R. Cangemi
Senior Vice President,
Chief Financial Officer
and Secretary
22
<PAGE>
EXHIBIT 11
RICHMOND COUNTY FINANCIAL CORP.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(In Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>
For The
Three Months
Ended
March 31, 1998
----------------
<S> <C>
Net loss since conversion $ (9,461)
------------
Weighted average common shares outstanding 24,310,518
Common stock equivalents due to dilutive effect of stock options -
------------
Total weighted average common shares and equivalents 24,310,518
============
Basic earnings per common and common share equivalents $ (0.39)
============
Total weighted average common shares and equivalents outstanding 24,310,518
Additional dilutive shares using ending period market value versus
average market value for the period when utilizing the treasury
stock method regarding stock options -
------------
Total shares for diluted earnings per share 24,310,518
============
Diluted earnings per common share equivalents $ (0.39)
============
</TABLE>
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS A SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 21,552
<INT-BEARING-DEPOSITS> 5,041
<FED-FUNDS-SOLD> 31,600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 807,451
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 567,537
<ALLOWANCE> 6,657
<TOTAL-ASSETS> 1,463,805
<DEPOSITS> 931,199
<SHORT-TERM> 0
<LIABILITIES-OTHER> 9,924
<LONG-TERM> 0
0
0
<COMMON> 264
<OTHER-SE> 322,418
<TOTAL-LIABILITIES-AND-EQUITY> 1,463,805
<INTEREST-LOAN> 32,249
<INTEREST-INVEST> 24,769
<INTEREST-OTHER> 3,622
<INTEREST-TOTAL> 60,640
<INTEREST-DEPOSIT> 23,948
<INTEREST-EXPENSE> 26,123
<INTEREST-INCOME-NET> 34,517
<LOAN-LOSSES> 1,500
<SECURITIES-GAINS> 20
<EXPENSE-OTHER> 37,023
<INCOME-PRETAX> (1,349)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (947)
<EPS-PRIMARY> (.39)
<EPS-DILUTED> (.39)
<YIELD-ACTUAL> 7.29
<LOANS-NON> 6,243
<LOANS-PAST> 0
<LOANS-TROUBLED> 89
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5,470
<CHARGE-OFFS> 441
<RECOVERIES> 128
<ALLOWANCE-CLOSE> 6,657
<ALLOWANCE-DOMESTIC> 6,657
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 6,657
</TABLE>
