<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE PERIOD ENDED: JUNE 30, 1998
NORTH FORK BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154608
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 BROAD HOLLOW ROAD, MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
(516) 844-1004
(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.
CLASSES OF COMMON STOCK NUMBER OF SHARES OUTSTANDING 08/07/98
- - ----------------------- -------------------------------------
$2.50 PAR VALUE 143,258,576
1
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
North Fork Bancorporation, Inc. and Subsidiaries.
(1.) Consolidated Balance Sheets.
(2.) Consolidated Statements of Income.
(3.) Consolidated Statements of Cash Flows.
(4.) Consolidated Statements of Changes in Stockholders' Equity.
(5.) Notes to Consolidated Financial Statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information required by this item is contained throughout Item
2, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and is incorporated by reference.
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
The following exhibits are submitted herewith:
(a) Exhibit # Description
(11) Statement Re: Computation of per share earnings.
(27) Financial Data Schedule.
(b) Current Report on Form 8-K dated April 30, 1998 (reporting the
Registrant's earnings results for the four-month period ended
April 30, 1998).
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------------------------
(in thousands, except per share amounts) JUNE 30, DECEMBER 31, JUNE 30,
1998 1997 1997
----------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash & Due from Banks .................................................... $ 158,883 $ 179,268 $ 143,173
Interest Earning Deposits ................................................ 18,523 7,787 2,004
Federal Funds Sold ....................................................... -- 4,000 3,000
Securities:
Available-for-Sale .................................................... 2,907,898 2,156,624 2,263,980
Held-to-Maturity ...................................................... 859,274 1,763,308 1,779,511
----------------------------------------------------
Total Securities ................................................... 3,767,172 3,919,932 4,043,491
----------------------------------------------------
Loans .................................................................... 5,771,611 5,760,691 5,416,079
Less: Unearned Income .................................................. 19,440 21,560 24,057
Allowance for Loan Losses .................................... 74,331 74,393 75,605
----------------------------------------------------
Net Loans .............................................. 5,677,840 5,664,738 5,316,417
----------------------------------------------------
Intangible Assets ........................................................ 94,607 96,398 78,502
Premises & Equipment ..................................................... 72,921 77,225 77,117
Accrued Income Receivable ................................................ 65,697 66,970 68,649
Other Assets ............................................................. 61,403 57,314 56,398
----------------------------------------------------
Total Assets ........................................................ $ 9,917,046 $ 10,073,632 $ 9,788,751
====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand Deposits .......................................................... $ 1,103,184 $ 948,458 $ 832,477
Savings, N.O.W. & Money Market Deposits ................................. 3,010,656 3,008,839 2,855,777
Other Time Deposits ...................................................... 1,816,458 1,960,765 2,034,385
Certificates of Deposit, $100,000 & Over ................................ 556,114 419,877 423,301
----------------------------------------------------
Total Deposits ...................................................... 6,486,412 6,337,939 6,145,940
----------------------------------------------------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase .............................................. 2,165,096 2,104,036 2,325,053
Other Borrowings ......................................................... 85,000 449,600 410,943
Due to Brokers ........................................................... -- 60,866 9,077
Accrued Expenses & Other Liabilities ..................................... 135,894 151,038 132,887
----------------------------------------------------
Total Liabilities .................................................. $ 8,872,402 $ 9,103,479 $ 9,023,900
----------------------------------------------------
Capital Securities ....................................................... $ 199,276 $ 199,264 $ 99,643
STOCKHOLDERS' EQUITY
Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued.. -- -- --
Common stock, par value $2.50; authorized 200,000,000 shares;
issued 144,749,879 shares at June 30, 1998 ........................... 361,875 256,790 252,731
Additional Paid in Capital ............................................... 30,146 127,853 87,772
Retained Earnings ........................................................ 489,306 469,616 405,989
Unrealized Gains/(Losses) on Securities Available-for-Sale, net of taxes.. 23,170 17,124 (103)
Deferred Compensation .................................................... (18,216) (19,361) (13,351)
Treasury Stock at cost; 1,556,943 at June 30, 1998 ...................... (40,913) (81,133) (67,830)
----------------------------------------------------
Total Stockholders' Equity ......................................... 845,368 770,889 665,208
----------------------------------------------------
Total Liabilities and Stockholders' Equity ......................... $ 9,917,046 $ 10,073,632 $ 9,788,751
====================================================
</TABLE>
3
<PAGE> 4
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1997 1998 1997
----------------------------------------------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans .................................................. $ 124,267 $ 114,286 $ 247,762 $ 223,574
Mortgage-Backed Securities ............................. 46,215 57,172 100,706 104,052
U.S. Treasury & Government Agency Securities ........... 4,037 6,348 9,863 12,091
Other Securities ....................................... 5,985 3,215 10,559 5,325
State & Municipal Obligations .......................... 1,070 1,359 2,369 2,744
Federal Funds Sold ..................................... 646 125 1,401 308
Interest Earning Deposits .............................. 148 33 214 69
----------------------------------------------------
Total Interest Income .................................. 182,368 182,538 372,874 348,163
----------------------------------------------------
INTEREST EXPENSE
Savings, N.O.W. & Money Market Deposits ................ 16,830 16,131 33,442 32,624
Other Time Deposits .................................... 23,611 24,805 47,874 49,667
Certificates of Deposit, $100,000 & Over ............... 7,482 5,867 14,089 11,625
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase ............................ 27,184 30,036 59,070 46,635
Other Borrowings ....................................... 2,747 4,975 9,678 12,612
----------------------------------------------------
Total Interest Expense .............................. 77,854 81,814 164,153 153,163
----------------------------------------------------
Net Interest Income ................................. 104,514 100,724 208,721 195,000
Provision for Loan Losses .............................. 1,000 2,700 13,500 4,500
----------------------------------------------------
Net Interest Income after Provision for Loan Losses.. 103,514 98,024 195,221 190,500
----------------------------------------------------
NON-INTEREST INCOME
Fees & Service Charges on Deposit Accounts ............. 6,466 5,855 13,120 11,422
Broker Commissions & Trust Fees ........................ 3,014 2,498 5,487 4,807
Mortgage Banking Operations ............................ 1,041 1,032 2,064 2,129
Other Operating Income ................................. 2,624 2,095 6,242 3,527
Interest on Tax Settlement ............................. -- 4,515 -- 4,515
Net Securities Gains/(Losses) .......................... 1,718 2,486 (799) 2,568
----------------------------------------------------
Total Non-Interest Income ......................... 14,863 18,481 26,114 28,968
----------------------------------------------------
NON-INTEREST EXPENSE
Compensation & Employee Benefits ....................... 18,862 20,863 41,803 41,645
Amortization and Write-down of Intangible Assets ....... 2,046 1,824 10,215 3,665
Occupancy and Equipment ................................ 6,349 7,285 13,848 14,442
Capital Securities Costs ............................... 4,211 2,245 8,422 8,422
Other Operating Expenses ............................... 8,728 12,385 20,288 18,885
Merger Related Restructure Charge ...................... -- -- 52,452 --
----------------------------------------------------
Total Non-Interest Expense ......................... 40,196 44,602 147,028 87,059
----------------------------------------------------
Income Before Income Taxes ............................. 78,181 71,903 74,307 132,409
Provision for Income Taxes ............................. 27,285 28,320 16,035 52,847
----------------------------------------------------
Net Income ........................................ 50,896 43,583 58,272 79,562
====================================================
PER SHARE: (1)
Earnings Per Share - Basic ............................. $ 0.36 $ 0.32 $ 0.42 $ 0.58
Earnings Per Share - Diluted ........................... $ 0.36 $ 0.31 $ 0.41 $ 0.57
Cash Dividends ......................................... $ 0.125 $ 0.10 $ 0.25 $ 0.18
</TABLE>
(1) Amounts have been restated to give effect for the 3-for-2 Common Stock Split
issued May 15, 1998.
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
FOR THE PERIOD ENDED JUNE 30, 1998 1997
--------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .................................................................. 58,272 79,562
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses ................................................... 13,500 4,500
Depreciation and Amortization ............................................... 5,426 5,401
Amortization and Writedown of Intangible Assets ............................. 10,215 3,665
Amortization of Securities Premiums ......................................... 6,222 5,169
Accretion of Discounts and Net Deferred Loan Fees ........................... (6,269) (3,564)
Net Securities Losses/(Gains) ............................................... 799 (2,568)
Change in Other Assets and Liabilities ...................................... 36,965 8,675
--------------------------
Net Cash Provided by Operating Activities ............................... 125,130 100,840
--------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity ............................................. 206,305 112,859
Purchases of Securities Held-to-Maturity .................................... (249,165) (42,750)
Proceeds from Sales of Securities Available-for-Sale ........................ 861,774 100,270
Maturities and Principal Repayments on
Securities Available-for-Sale ........................................... 620,780 114,102
Purchases of Securities Available-for-Sale .................................. (1,316,018) (1,168,313)
Loans Originated and Principal Repayments on Loans, Net ..................... (108,207) (388,337)
Proceeds from the Sale of Loans ............................................. 107,485 39,393
Transfers to and Sales of Other Real Estate, Net ............................ 1,753 1,832
Premises and Equipment, Net ................................................. 15 (3,443)
--------------------------
Net Cash Provided by/(Used in) Investing Activities ..................... 124,722 (1,234,387)
--------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase/(Decrease) in Customer Deposits Liabilities .................... 103,142 (53,715)
Net (Decrease)/Increase in Borrowings ....................................... (360,146) 1,070,421
Treasury Stock Activity, net ................................................ 16,565 (12,459)
Common Stock Sold for Cash .................................................. 8,534 7,192
Dividends Paid to Shareholders .............................................. (31,212) (21,123)
--------------------------
Net Cash (Used in)/Provided by Financing Activities ..................... (263,117) 990,316
--------------------------
Net Decrease in Cash and Cash Equivalents ............................... (13,265) (143,231)
New York Bancorp Activity for the Three Months Ended December 31, 1997 ...... (384) --
Cash and Cash Equivalents at Beginning of Year .............................. 191,055 291,408
--------------------------
Cash and Cash Equivalents at End of Year .................................... 177,406 148,177
==========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest Expense ........................................................ 170,389 153,811
==========================
Income Taxes ............................................................ 19,507 23,379
==========================
Securities Transferred from Held-to-Maturity to Available-for-Sale in
connection with the Merger with New York Bancorp in accordance with
SFAS No.115 ............................................................. 913,598 --
==========================
</TABLE>
5
<PAGE> 6
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Unrealized
Additional Securities
Common Paid in Retained Gains/ Deferred Treasury
Stock Capital Earnings (Losses) Comp. Stock Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996 ....................... $ 169,243 $ 158,715 $ 352,581 $ (3,195) $ (5,193) $(62,717) $ 609,434
Net Income ....................................... -- -- 79,562 -- -- -- 79,562
Cash Dividends - The Registrant .................. -- -- (18,182) -- -- -- (18,182)
Cash Dividends - NYB ............................. -- -- (4,964) -- -- -- (4,964)
Issuance of Common Stock ......................... 1,047 5,824 (2,901) -- -- 4,338 8,308
Treasury Stock Activity, net ..................... -- -- -- -- -- (12,459) (12,459)
Restricted Stock Activity, net ................... -- 5,674 -- -- (8,158) 3,008 524
Amortization of Permanent Unrealized Loss upon
Transfer of Securities from Available-for-Sale
to Held-to-Maturity, net of taxes .............. -- -- (107) (438) -- -- (545)
Adjustment to Unrealized Gains/(Losses) on
Securities Available-for-Sale, net of taxes .... -- -- -- 3,530 -- -- 3,530
Issuance of Stock for the Two-for-One Stock
Split .......................................... 82,441 (82,441) -- -- -- -- --
-------------------------------------------------------------------------------
BALANCE, JUNE 30, 1997 ........................... $ 252,731 $ 87,772 $ 405,989 $ (103) $(13,351) $(67,830) $ 665,208
===============================================================================
BALANCE, DECEMBER 31, 1997 ....................... $ 256,790 $ 127,853 $ 469,616 $ 17,124 $(19,361) $(81,133) $ 770,889
Net Income ....................................... -- -- 58,272 -- -- -- 58,272
Cash Dividends -The Registrant ................... -- -- (35,751) -- -- -- (35,751)
Cash Dividends - NYB ............................. -- -- (3,219) -- -- -- (3,219)
Issuance of Common Stock - Amivest Acquistion .... 905 7,825 -- -- -- -- 8,730
Issuance of Common Stock ......................... 5,126 34,776 -- -- -- -- 39,902
Treasury Stock Activity, net ..................... (21,234) (20,020) (11,524) -- -- 40,319 (12,459)
Restricted Stock Activity, net ................... -- -- -- -- 1,145 (99) 1,046
NYB Net Income for the Three Months
Ended December 31, 1997 ........................ -- -- 11,992 -- -- -- 11,992
Amortization of Permanent Unrealized Loss upon
Transfer of Securities from Available-for-Sale
to Held-to-Maturity, net of taxes ............. -- -- (80) (251) -- -- (331)
Adjustment to Unrealized Gains/(Losses) on
Securities Available-for-Sale, net of taxes .... -- -- -- 6,297 -- -- 6,297
Issuance of Stock for the Three-for-Two Stock
Split .......................................... 120,288 (120,288) -- -- -- -- --
-------------------------------------------------------------------------------
BALANCE, JUNE 30, 1998 ........................... $ 361,875 $ 30,146 $ 489,306 $ 23,170 $(18,216) $(40,913) $ 845,368
===============================================================================
</TABLE>
6
<PAGE> 7
NORTH FORK BANCORPORATION, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1998 AND 1997
BASIS OF PRESENTATION
North Fork Bancorporation, Inc. (the "Registrant") through its banking
subsidiaries, North Fork Bank ("North Fork") and Branford Savings Bank
("Branford"), provides a variety of banking and financial services to middle
market and small business organizations and retail customers in the metropolitan
New York area and the Connecticut County of New Haven. On March 27, 1998, New
York Bancorp ("NYB"), the parent company of Home Federal Savings Bank ("Home"),
was merged with and into the Registrant. The merger has been accounted for in
accordance with the pooling-of-interests method of accounting and, accordingly,
the Registrant's consolidated financial statements include the consolidated
accounts of NYB for all periods reported.
The Registrant reports its financial results on a calendar year basis,
whereas NYB had reported its financial results on a fiscal year basis, which
ended September 30. The consolidated financial results for periods prior to 1998
reflect the combination of the Registrant at and for the year ended December 31
with NYB at and for the years ended September 30. Certain of NYB's financial
information has been reclassified to conform with that of the Registrant.
The accounting and reporting policies of the Registrant are in conformity
with generally accepted accounting principles and prevailing practices within
the financial services industry. The preparation of financial statements in
conformity with generally accepted accounting principles requires that
management make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Such estimates are subject to change in
the future as additional information becomes available or previously existing
circumstances are modified. Actual results could differ from those estimates.
Certain reclassifications have been made to prior year amounts to conform to
current year presentations.
Results of operations for the three and six months ended June 30, 1998 are
not necessarily indicative of the results of operations which may be expected
for the full year 1998 or any other interim periods.
These statements should be read in conjunction with the Registrant's
summary of significant accounting policies, which are incorporated herein by
reference, in its 1997 Annual Report on Form 10-K.
7
<PAGE> 8
COMPLETED BUSINESS COMBINATIONS
New York Bancorp
On March 27, 1998, New York Bancorp was merged with and into the
Registrant in a transaction accounted for in accordance with the
pooling-of-interests method of accounting. NYB had $3.4 billion in total assets,
$2.0 billion in net loans, $1.7 billion in deposit liabilities, and $140.3
million in capital at the date of merger. The Registrant's previously reported
components of consolidated income and the amounts reflected in the accompanying
consolidated statements of income for the three and six months ended June 30,
1997 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
--------------------------
JUNE 30, JUNE 30,
1997 1997
-------- --------
<S> <C> <C>
NET INTEREST INCOME
As Previously Reported .......................... $ 70,220 $136,290
New York Bancorp ................................ 30,504 58,710
--------------------------
Combined ........................................ $100,724 $195,000
==========================
NET INCOME
As Previously Reported .......................... $ 29,671 $ 55,386
New York Bancorp ................................ 13,912 24,176
--------------------------
Combined ........................................ $ 43,583 $ 79,562
==========================
</TABLE>
NYB's reporting period had been as of and for the year ended September 30,
whereas the Registrant utilized a calendar year basis. NYB's financial results
for 1998 have been conformed to the calendar year reporting period of the
Registrant. All prior year consolidated financial results combine the Registrant
with NYB utilizing its respective fiscal reporting period. As a result, NYB's
operating results for the three month period ended December 31, 1997 have been
set forth separately as a component of consolidated stockholders' equity and are
not included in the Registrant's consolidated statements of income.
The following is a summary of New York Bancorp's results of operations and
cash flows for the three months ended December 31, 1997:
(in thousands)
STATEMENT OF INCOME DATA:
<TABLE>
<S> <C>
Net Interest Income ............................................. $ 29,329
--------
Net Income ...................................................... $ 11,992
========
STATEMENT OF CASH FLOWS DATA:
Cash Provided by Operating Activities ........................... $ 19,896
Cash Used in Investing Activities ............................... (65,460)
Cash Provided by Financing Activities ........................... 45,180
--------
Net Decrease in Cash & Cash Equivalents ......................... $ (384)
========
</TABLE>
In connection with the merger, on March 27, 1998, NYB consummated a private
placement of 600,000 shares of its common stock (1,071,000 shares, as adjusted
by the 1.19 exchange ratio and the 3-for-2 stock split), which were previously
held in treasury, at a price of $43.625 per share ($24.44, per share, as
adjusted).
The Registrant, in connection with the merger, recorded a pre-tax charge
for merger and related restructuring costs of $52.5 million. This charge
included $10.0 million in direct merger expenses, primarily investment banking
and other professional fees; $15.8 million in severance and other employee
related costs; $26.7 million in facility and system costs associated with the
elimination of duplicate facilities, the write-off of certain property and
equipment, the cancellation of certain contractual obligations, and other
expenses associated with the merger. Additionally, the Registrant recorded a
$5.0 million tax charge, net of federal benefit, relating to the recapture of
Home's bad debt reserve for State and local tax purposes. At June 30, 1998,
$14.7 million of the merger and related restructuring charge is included in
other liabilities. It is anticipated that the amount of this charge will be
substantially paid in 1998, with the exception of certain obligations under
long-term lease arrangements.
8
<PAGE> 9
Amivest Corporation
In June 1998, the Registrant completed its purchase acquisition of Amivest
Corporation, a privately held investment management and broker/dealer firm
located in New York City. Amivest, has approximately $725 million in assets
under management. The intangible asset recognized in connection with the
transaction was $8.4 million and is being amortized on a straight-line basis
over 15 years. The operating results of Branford are not significant to the
consolidated financial statements of the Registrant.
Branford Savings Bank
In December 1997, the Registrant completed its purchase acquisition of
Branford Savings Bank ("Branford"), a Connecticut chartered savings bank. At
December 31, 1997, Branford had total assets of $179 million, deposits of $160
million, and stockholders' equity of $16.6 million. Branford operates through
five full-service branch locations in the Connecticut county of New Haven. The
intangible asset recognized in connection with this transaction was $21.5
million and is being amortized on a straight-line basis over 15 years. The
operating results of Branford are not significant to the consolidated financial
statements of the Registrant.
In April 1998, the Registrant entered into an agreement to sell four
branches and $67 million in deposits of Branford for a deposit premium of 9%.
It is anticipated that this transaction will close in the third quarter.
COMMON STOCK SPLIT
On March 24, 1998, the Board of Directors approved a 3-for-2 common stock
split. The new shares were issued on May 15, 1998 to shareholders of record on
April 24, 1998. The par value of the Registrant's common stock remains unchanged
at $2.50. As a result, $120.3 million was transferred from additional
paid-in-capital to common stock to reflect the issuance. All per share, weighted
average shares outstanding, and option data presented in the consolidated
financial statements have been retroactively adjusted to reflect the effects of
the split.
RECENT ACCOUNTING DEVELOPMENTS
Reporting Comprehensive Income
The Registrant adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130") in January 1998. SFAS 130
establishes standards for reporting and the display of comprehensive income and
its components (revenues, expenses, gains, and losses) in a full set of
general-purpose financial statements. Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources. SFAS 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 130 also
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 retained earnings and additional
paid-in-capital in the equity section of a statement of financial position.
Additionally, SFAS 130 allows an enterprise to present the total comprehensive
income amount in the notes to the interim financial statements rather than on
the face of a statement, as required for display in the annual financial
statements. For the three and six month periods ended June 30, 1998,
comprehensive income was $47.8 million and $64.3 million, respectively,
reflecting a negative $3.1 million and $6.0 million positive adjustment to net
income for unrealized gains on securities available-for-sale, net of income
taxes, respectively. Comprehensive income for the three and six month periods
ended June 30, 1997 was $57.2 million and $82.7 million, respectively,
reflecting a decrease of $13.6 million and $3.1 million in the unrealized loss
on securities available-for-sale, net of income taxes.
Disclosure about Segments for an Enterprise and Related Information
In June 1997, the FASB issued statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information"
(SFAS 131"). SFAS 131 establishes standards for the way an enterprise reports
information about operating segments in annual financial statements and requires
that enterprises report selected information about operating segments in interim
financial reports issued to shareholders. Operating segments are components of
an enterprise about which separate financial information is available, that are
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. SFAS 131 requires a
reconciliation of total segment revenues, total segment profit or loss, total
segment assets, and other amounts disclosed for segments to the amounts in the
enterprise's financial statements. It also requires an enterprise to report
descriptive information about the way the
9
<PAGE> 10
operating segments were determined, the products and services provided by the
operating segments, and any differences between the measurements used for
segment reporting and financial statement reporting. SFAS 131 is effective for
fiscal years beginning after December 15, 1997. In the initial year of
application, comparative information for earlier years is to be restated.
Management is currently evaluating the effect SFAS 131 will have on its
financial statements.
Employers' Disclosures about Pensions and Other Post-Retirement Benefits
In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, "Employers' Disclosures about Pensions and Other
Post-retirement Benefits" ("SFAS 132"). SFAS 132 revises employers' disclosures
about pensions and other post-retirement benefit plans; it does not change the
measurement or recognition under these plans. SFAS 132 standardizes the
disclosure requirements for pensions and other post-retirement benefits to the
extent practicable, requires additional information on changes in the benefit
obligations and fair values of plan assets that will facilitate financial
analysis, and eliminates certain disclosures that are no longer useful.
SFAS 132 is effective for fiscal years beginning after December 15, 1998.
Management is currently evaluating the effect SFAS 132 will have on its
financial statements.
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 established accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign currency denominated forecasted
transaction. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation.
Under SFAS 133, an entity that elects to apply hedge accounting is required to
establish at the inception of the hedge the method it will use for assessing the
effectiveness of the hedging derivative and the measurement approach for
determining the ineffective aspect of the hedge. Those methods must be
consistent with the entity's approach to managing risk.
SFAS 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Management is currently evaluating the effect SFAS 133 will
have on its financial statements. At June 30, 1998, the Registrant was party to
two interest rate swap contracts with an aggregate notional value of $175
million.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The following table sets forth selected financial highlights, as adjusted
for special charges and non-recurring items for the Registrant in the three and
six month periods ended for 1998 and 1997. The 1998 second quarter results
reflect the Registrant's first full quarter of operations subsequent to its
acquisition of New York Bancorp. The succeeding discussion and analysis
describes the changes in components of operating results giving rise to net
income.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------------------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
(in thousands, except ratios & per share amounts) 1998 1997 1998 1997
-------------------------------------------------------------
<S> <C> <C> <C> <C>
EARNINGS:
Core Earnings ............................. $ 50,896 $ 43,583 $ 96,873 $ 79,562
-------------------------------------------------------------
PER SHARE:
Core Earnings - Basic ..................... $ 0.36 $ 0.32 $ 0.69 $ 0.58
Core Earnings - Diluted ................... $ 0.36 $ 0.31 $ 0.69 $ 0.57
Cash Dividends ............................ $ 0.125 $ 0.10 $ 0.25 $ 0.18
Book Value ................................ $ 5.90 $ 4.82 $ 5.90 $ 4.82
Average Equivalent Shares - Basic ......... 141,316 138,292 139,905 138,004
Average Equivalent Shares - Diluted ....... 142,462 140,414 141,149 140,071
-------------------------------------------------------------
SELECTED RATIOS:
Return on Average Total Assets ............ 2.10% 1.81% 1.96% 1.73%
Return on Average Stockholders' Equity..... 25.65% 26.73% 24.27% 25.07%
Core Efficiency Ratio ..................... 33.46% 38.63% 36.02% 39.15%
Net Interest Margin ....................... 4.65% 4.45% 4.53% 4.53%
=============================================================
</TABLE>
The Registrant recognized net income of $50.9 million or diluted earnings
per share of $.36 during the second quarter of 1998, as compared with $43.6
million or diluted earnings per share of $.31, during the 1997 second quarter.
Return on average total assets and return on average stockholders' equity was
2.10% and 25.65%, respectively, for the second quarter ended June 30, 1998, as
compared to 1.81% and 26.73%, respectively, for the comparable prior year
period.
Net income for the first six months of 1998 was $58.3 million, or diluted
earnings per share of $.41. Net income and diluted earnings per share during
this period were impacted by the recognition of certain special charges and
non-recurring items during the first quarter. The aggregate of these special
charges and non-recurring items was $74.3 million or $38.6 million after taxes,
the components of which are detailed in the reconciliation from net income, as
reported to, Core Earnings. Net income and diluted earnings per share, exclusive
of the aforementioned items ("Core Earnings"), was $96.9 million or $.69 per
share for the six months ended June 30, 1998, as compared with net income of
$79.6 million or diluted earnings per share of $.57 for the comparable prior
year period.
11
<PAGE> 12
The following table sets forth the reconciliation from Net Income, as
reported, to Core Earnings for the six months ended June 30, 1998:
<TABLE>
<CAPTION>
(In thousands, except ratios and per share amounts)
<S> <C> <C>
Net Income (Earnings Per Share - Diluted $.41) ......... $ 58,272
ITEMS EXCLUDED FROM CORE EARNINGS:
Merger Related Restructure Charge ...................... $ 52,452
Provision for Loan Losses .............................. 11,500
Write-down of Intangible Assets ........................ 6,000
Securities Losses ...................................... 2,517
Other Operating Expenses ............................... 1,814
--------
74,283
Less: Related Tax Effect ............................... (20,682)
--------
$ 53,601
Add: Bad Debt Recapture, Net of Federal Benefit ........ 5,000
Less: Tax Benefit, related to subsidiary restructuring . (20,000)
--------
Core Earnings .......................................... $ 96,873
========
Core Earnings Per Share - Basic ........................ $ 0.69
Core Earnings Per Share - Diluted ...................... $ 0.69
</TABLE>
NET INTEREST INCOME
Net interest income, which represents the difference between interest
earned on interest earning assets and interest incurred on interest bearing
liabilities, is the Registrant's primary source of earnings. Net interest income
is affected by the level and composition of assets, liabilities and equity, as
well as changes in market interest rates.
Net interest income increased $3.8 million or 3.8% to $104.5 million for
the 1998 second quarter, as compared with $100.7 million for the comparable 1997
period. This modest growth was achieved principally through a combination of a
shift in the composition of interest earning assets from investment securities
to higher yielding loans and a reduction in wholesale borrowings, which in turn
were replaced through increased levels of demand deposits, internally generated
capital, and the December 1997 issuance of $100 million in trust preferred
securities. As a result of the aforementioned events, the net interest margin
improved to 4.65% during the most recent quarter when compared to 4.45% during
the comparable prior year period.
Interest income during the most recent quarter of $182.4 million was
virtually unchanged when compared to $182.5 million in the comparable prior year
period.
The overall level of average interest earning assets remained relatively
constant at $9.2 billion during the second quarter of 1998 when compared to the
comparable prior year period. However, the composition of average interest
earning assets changed significantly as average loans, net of unearned income,
increased $471.7 million or 8.9% to $5.8 billion for the 1998 second quarter,
representing 62.6% of average interest earning assets compared to $5.3 billion
or 57.3% of average interest earning assets for the comparable prior year
period. The Registrant has experienced sound loan growth, except for the highly
competitive and rate sensitive residential 1-4 family mortgage products. More
aggressive pricing offered by competitors, principally thrift companies, and
accelerated prepayments caused a decline in the residential 1-4 family
mortgages that was offset by increases in all other loan categories. The
corresponding yield on average loans remained unchanged at 8.67%.
Average securities declined $546.9 million or 13.9% to $3.4 billion for
the 1998 second quarter when compared with $3.9 billion for the comparable prior
year period. This decline resulted from the reinvestment of cash flows from the
securities portfolio into higher yielding loans. The yield on average securities
declined from 7.11% to 7.03% due to lower market interest rates and a
corresponding acceleration in prepayment activity.
Interest expense declined $4.0 million or 4.8% to $77.9 million in the
second quarter of 1998, reflecting an average cost of funds of 4.17%, as
compared with $81.8 million or 4.17% average cost of funds in 1997. This decline
resulted principally from a $390 million decline in average interest bearing
liabilities to $7.5 billion during the 1998 second quarter, when compared to
$7.9 billion in the comparable prior year period, partially offset by an
increase in the cost of funds on wholesale borrowings.
12
<PAGE> 13
Average total savings and time deposits, which continue to represent a
stable funding source, were $5.5 billion, reflecting an average cost of funds of
3.52% during the most recent quarter, as compared to $5.4 billion, with an
average cost of funds of 3.50% during the comparable prior year period.
Average securities sold under agreements to repurchase declined $256.9
million or 12.2% to $1.9 billion, with an average cost of funds of 5.89%
for the second quarter, as compared to $2.1 billion or an average cost of funds
of 5.72% for the 1997 period. The 1997 second quarter cost of funds was
positively impacted by certain hedging strategies used by New York Bancorp.
Average demand deposits increased $236.1 million, or 28.4%, to $1.1
billion during the second quarter of 1998, as compared to $830.7 million during
the 1997 period. The growth in the level of demand deposits has resulted from
management's emphasis on converting acquired savings bank locations into
full-service commercial banking locations. At June 30, 1998, demand deposits
represented 17% of total deposits, as compared to 13.5% at June 30, 1997.
The following table sets forth a summary analysis of the relative impact
on net interest income of changes in the average volume of interest earning
assets and interest bearing liabilities and changes in average rates on such
assets and liabilities. Due to the numerous simultaneous volume and rate changes
during the period analyzed, it is not possible to precisely allocate changes
between volumes and rates. For presentation purposes, changes which are not
solely due to volume changes or rate changes have been allocated to these
categories based on the respective percentage changes in average volume and
average rates as they compare to each other. In addition, average interest
earning assets include non-accrual loans.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
FOR THE PERIOD ENDED JUNE 30, 1998 VS. 1997 1998 VS. 1997
---------------------------------------------------------------------------------
CHANGE IN CHANGE IN
AVERAGE AVERAGE NET INTEREST AVERAGE AVERAGE NET INTEREST
(in thousands) VOLUME RATE INCOME VOLUME RATE INCOME
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME FROM EARNING ASSETS:
Interest Earning Deposits ................. $ 118 $ (3) $ 115 $ 164 $ (19) $ 145
Securities ................................ (9,588) (787) (10,375) 1,664 (1,248) 416
Loans, net of unearned income ............. 10,193 (84) 10,109 24,492 (83) 24,409
Federal Funds Sold ........................ 522 (1) 521 1,077 16 1,093
---------------------------------------------------------------------------------
Total Interest Income .................. 1,245 (875) 370 27,397 (1,334) 26,063
---------------------------------------------------------------------------------
INTEREST EXPENSE ON LIABILITIES:
Savings, N.O.W. & Money Market Deposits ... 603 96 $ 699 903 (85) $ 818
Time Deposits ............................. (132) 553 421 (511) 1,182 671
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase .......... (3,751) 899 (2,852) 11,493 942 12,435
Other Borrowings .......................... (3,362) 1,134 (2,228) (4,608) 1,674 (2,934)
---------------------------------------------------------------------------------
Total Interest Expense ................. (6,642) 2,682 (3,960) 7,277 3,713 10,990
---------------------------------------------------------------------------------
Net Change in Net Interest Income ......... $ 7,887 $(3,557) $ 4,330 $ 20,120 $(5,047) $ 15,073
=================================================================================
</TABLE>
(1) The above table is presented on a tax equivalent basis.
(2) Non-accrual loans are included in average loans, net of unearned income.
13
<PAGE> 14
The following tables present an analysis of net interest income by each
major category of interest earning assets and interest bearing liabilities for
the three and six month periods ended June 30, 1998 and 1997, respectively.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1998 1997
--------------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands) BALANCE INTEREST RATE BALANCE INTEREST RATE
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Interest Earning Deposits ................... $ 12,584 $ 148 4.72% $ 2,563 $ 33 5.16%
Securities .................................. 3,391,330 59,406 7.03% 3,938,219 69,781 7.11%
Loans, net of unearned income (1) ........... 5,766,021 124,578 8.67% 5,294,280 114,469 8.67%
Federal Funds Sold .......................... 47,451 646 5.46% 9,077 125 5.52%
------------------------- -------------------------
Total Interest Earning Assets ............. 9,217,386 184,778 8.04% 9,244,139 184,408 8.00%
------------------------- -------------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks ..................... 164,800 129,983
Other Assets (2) ............................ 330,357 291,834
---------- ----------
Total Assets ............................... $9,712,543 $9,665,956
========== ==========
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits ..... $3,042,297 $ 16,830 2.22% $2,933,213 $ 16,131 2.21%
Time Deposits ............................... 2,416,746 31,093 5.16% 2,427,189 30,672 5.07%
------------------------- -------------------------
Total Savings and Time Deposits ........... 5,459,043 47,923 3.52% 5,360,402 46,803 3.50%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase ............ 1,850,899 27,184 5.89% 2,107,859 30,036 5.72%
Other Borrowings ............................ 175,549 2,747 6.28% 407,183 4,975 4.90%
------------------------- -------------------------
Total Interest Bearing Liabilities ......... 7,485,491 77,854 4.17% 7,875,444 81,814 4.17%
------------------------- -------------------------
Rate Spread ................................. 3.87% 3.83%
NON-INTEREST BEARING LIABILITIES
Demand Deposits ............................. 1,066,830 830,705
Other Liabilities ........................... 139,019 217,612
---------- ----------
Total Liabilities .......................... 8,691,340 8,923,761
Capital Securities .......................... 199,274 99,642
Stockholders' Equity ....................... 821,929 642,553
---------- ----------
Total Liabilities and Stockholders' Equity.. $9,712,543 $9,665,956
========== ==========
Net Interest Income and Net Interest Margin.. 106,924 4.65% 102,594 4.45%
Less: Tax Equivalent Adjustment ............. (2,410) (1,870)
---------- ----------
Net Interest Income .................... $ 104,514 $ 100,724
========== ==========
</TABLE>
(1) Non-accrual loans are included in average loans, net of unearned income.
(2) Unrealized gains/(losses) on available-for-sale securities are recorded in
other assets.
(3) The above table is presented on a tax equivalent basis.
14
<PAGE> 15
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1998 1997
--------------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands) BALANCE INTEREST RATE BALANCE INTEREST RATE
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Interest Earning Deposits ................... $ 10,549 $ 214 4.09% $ 2,624 $ 69 5.30%
Securities .................................. 3,666,709 127,588 7.02% 3,619,098 127,172 7.09%
Loans, net of unearned income (1) ........... 5,767,402 248,351 8.68% 5,198,626 223,942 8.69%
Federal Funds Sold .......................... 49,466 1,401 5.71% 11,394 308 5.45%
------------------------- -------------------------
Total Interest Earning Assets ............. 9,494,126 377,554 8.02% 8,831,742 351,491 8.03%
------------------------- -------------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks ..................... 159,521 137,848
Other Assets (2) ............................ 329,993 280,773
---------- ----------
Total Assets ............................... $9,983,640 $9,250,363
========== ==========
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits ..... $3,014,000 $ 33,442 2.24% $2,932,666 $ 32,624 2.24%
Time Deposits ............................... 2,425,306 61,963 5.15% 2,445,594 61,292 5.05%
------------------------- -------------------------
Total Savings and Time Deposits ........... 5,439,306 95,405 3.54% 5,378,260 93,916 3.52%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase ............ 2,036,829 59,070 5.85% 1,639,953 46,635 5.73%
Other Borrowings ............................ 325,806 9,678 5.99% 487,307 12,612 5.22%
------------------------- -------------------------
Total Interest Bearing Liabilities ......... 7,801,941 164,153 4.24% 7,505,520 153,163 4.12%
------------------------- -------------------------
Rate Spread ................................. 3.78% 3.91%
NON-INTEREST BEARING LIABILITIES
Demand Deposits ............................. 1,016,037 813,522
Other Liabilities ........................... 161,434 198,031
---------- ----------
Total Liabilities .......................... 8,979,412 8,517,073
Capital Securities .......................... 199,271 99,641
Stockholders' Equity ....................... 804,957 633,649
---------- ----------
Total Liabilities and Stockholders' Equity.. $9,983,640 $9,250,363
========== ==========
Net Interest Income and Net Interest Margin.. 213,401 4.53% 198,328 4.53%
Less: Tax Equivalent Adjustment ............. (4,680) (3,328)
---------- ----------
Net Interest Income .................... $ 208,721 $ 195,000
========== ==========
</TABLE>
(1) Non-accrual loans are included in average loans, net of unearned income.
(2) Unrealized gains/(losses) on available-for-sale securities are recorded in
other assets.
(3) The above table is presented on a tax equivalent basis.
15
<PAGE> 16
NON-INTEREST INCOME
Non-interest income, exclusive of net securities gains and other
non-recurring items, increased 14.5% to $13.1 million in the 1998 second
quarter, as compared with $11.5 million in the 1997 second quarter. Net
securities gains during the most recent quarter were $1.7 million, as compared
to $2.5 million during the comparable prior year period. Non-interest income
during the 1997 second quarter was positively impacted by the recognition of
$4.5 million in interest received by New York Bancorp in connection with a tax
settlement with the Internal Revenue Service.
This increase in non-interest income was achieved by a $.6 million or
10.4% increase in fees and service charges on deposit accounts to $6.5 million,
a $.5 million or 20.7% increase in broker commissions and trust fees to $3.0
million and a $.5 million or 25.3% increase in other operating income to $2.6
million. The growth in non-interest income is attributable to management's
success in delivering a full compliment of financial services and products to
its new market areas and expanded customer base through its past acquisitions.
Non-interest income during the quarter was not impacted by the
Registrant's recent acquisition of Amivest, which closed in June 1998. However,
non-interest income should continue to grow as the recent acquisitions of
Amivest and New York Bancorp evolve and provide the Registrant with an expanded
geographic presence, significantly larger customer base, and additional fee
based products.
NON-INTEREST EXPENSE
Non-interest expense declined $4.4 million or 9.9% to $40.2 million during
the most recent quarter, as compared to $44.6 million during the comparable
prior year period. This overall reduction was achieved principally through the
realization of the anticipated cost savings associated with the acquisition of
New York Bancorp. Additionally, the decline in core operating expenses was
partially offset by a $2.0 million increase in capital securities costs, due to
the issuance of additional $100 million in capital securities during December
1997 and the December 1997 purchase acquisition of Branford Savings Bank.
The Registrant's core efficiency ratio, which represents the ratio of
non-interest expense, net of other real estate costs and other non-recurring
charges, to net interest income on a tax equivalent basis and non-interest
income, net of securities gains and losses, improved to 33.46% in the 1998
second quarter, as compared with 38.63% for the comparable prior year period.
The improvement in the core efficiency ratio resulted from management's
ability to successfully reduce operating expenses post merger.
INCOME TAXES
The Registrant's effective tax rate exclusive of the certain special
charges, non-recurring items and tax benefits was approximately 35% for the
second quarter of 1998, as compared to 39.4% for the comparable prior year
period. The 1997 second quarter effective tax rate was positively impacted by a
$.7 million tax settlement received from the Internal Revenue Service by New
York Bancorp. Excluding the settlement amount, the effective tax rate would have
been 40.4%. The Registrant anticipates that its effective tax rate for the
remainder of 1998 will be approximately 35%.
LOAN PORTFOLIO
The following table represents the components of the loan portfolio for the
periods indicated:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
JUNE 30, % OF DEC. 31, % OF JUNE 30, % OF
(dollars in thousands) 1998 TOTAL 1997 TOTAL 1997 TOTAL
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage Loans-Residential .... $2,014,352 35% $2,144,029 36% $2,127,593 39%
Mortgage Loans-Multi-Family ... 1,646,733 29% 1,534,623 27% 1,376,707 25%
Mortgage Loans-Commercial ..... 1,158,172 20% 1,192,071 21% 1,065,487 20%
Commercial & Industrial ....... 471,026 8% 444,480 8% 427,235 8%
Consumer Loans and Leases ..... 417,477 7% 394,436 7% 356,276 7%
Construction and Land Loans .. 63,851 1% 51,052 1% 62,781 1%
-----------------------------------------------------------------------
$5,771,611 100% $5,760,691 100% $5,416,079 100%
=======================================================================
</TABLE>
16
<PAGE> 17
The loan portfolio is concentrated primarily in loans secured by real
estate in the New York metropolitan area. The risk inherent in this portfolio is
dependent not only upon regional and general economic stability, which affects
property values, but also the financial well-being and creditworthiness of the
borrowers.
ASSET QUALITY
The components of non-performing assets and restructured, accruing loans
are detailed in the table below:
<TABLE>
<CAPTION>
-------------------------------
JUNE 30, DECEMBER 31, JUNE 30,
(in thousands) 1998 1997 1997
-------------------------------
<S> <C> <C> <C>
Loans Ninety Days Past Due and Still Accruing .. $ 6,965 $ 6,414 $ 8,238
Non-Accrual Loans .............................. 11,653 31,231 46,995
-------------------------------
Non-Performing Loans ........................ 18,618 37,645 55,233
Other Real Estate .............................. 3,717 5,943 5,043
-------------------------------
Non-Performing Assets ....................... $22,335 $43,588 $60,276
===============================
Restructured, Accruing Loans ................... $ 4,319 $14,567 $17,786
===============================
</TABLE>
At June 30, 1998, non-performing assets, which include loans past due 90
days and still accruing interest, non-accrual loans and other real estate, was
$22.3 million as compared to $43.6 million at December 31, 1997. Non-performing
assets declined $37.9 million, or 62.9%, at June 30, 1998 when compared to $60.3
million at June 30, 1997. This substantial decline was achieved principally
through the sale of non-performing loans for cash, principal repayments, the
workout of non-performing loans to performing status, and charge-offs.
Non-performing loans at June 30, 1998 consisted of $3.9 million in commercial
loans, $4.1 million in commercial mortgages, $7.0 million in residential
mortgages, $3.3 million in consumer loans and leases, and $.3 million in
multi-family mortgages.
The following table represents a summary of the changes in the allowance
for loan losses:
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1998 1997
----------------------
(dollars in thousands)
<S> <C> <C>
Balance at Beginning of Year ................................... $ 74,393 $ 73,280
Provision for Loan Losses ...................................... 13,500 4,500
Recoveries Credited to the Allowance ........................... 1,961 1,188
----------------------
89,854 78,968
Losses Charged to the Allowance ................................ (15,468) (3,363)
NYB Net Activity for the Three Months Ended December 31, 1997 .. (55) --
----------------------
Balance at End of Period ....................................... $ 74,331 $ 75,605
======================
Ratio of Net Charge-Offs to Average Loans ...................... 0.47% 0.08%
Allowance for Loan Losses to Period End Loans, net
of unearned income ......................................... 1.29% 1.40%
Ratio of Allowance for Loan Losses to
Non-performing Loans ....................................... 400% 137%
</TABLE>
Management determines what it deems to be the appropriate level of the
allowance for loan losses on an ongoing basis by reviewing individual loans, as
well as the composition of and trends in the loan portfolio. Management
considers, among other items, concentrations within segments of the loan
portfolio, delinquency trends, as well as recent charge-off experience and third
party evidentiary matter (such as appraisals) when assessing the degree of
credit risk in the portfolio. Various appraisals and estimates of current value
influence the estimation of the required allowance at any point in time.
There has been significant growth in the loan portfolio during recent
years from both originations and acquisitions. Loan growth through originations
has principally been in multi-family lending, commercial mortgages, and consumer
loans. Multi-family mortgage loans generally are for $1 - $5 million and are
secured by properties located in the metropolitan New York area, where demand
for such housing is strong. Commercial mortgage loans generally are originated
in amounts up to $5 million and are secured by a wide variety of collateral
types ranging from owner occupied to investment properties with strong cash
flows. To mitigate credit risk, management utilizes prudent underwriting
standards, including loan-to-value ratios of 70% or less, and monitors operating
results and collateral value carefully. Consumer loan growth represents the
increase in the auto loans originated principally through an expanded dealer
network. The credit risk in auto lending is dependent
17
<PAGE> 18
upon the creditworthiness of the borrower and the value of the collateral. The
average loan originated is generally between $15 - $25 thousand for periods
ranging from 36 - 60 months. The Bank accepts substantially only "A" rated paper
or higher, which are borrowers without past credit history problems.
A substantial portion of the loan portfolio has adjustable rate features
and the credit risk inherent in these loans will increase with an increase in
the underlying indices.
The provision for loan losses declined to $1.0 million for the current
quarter, as compared to $2.7 million for the comparable prior year period. Net
charge-offs during the second quarter of 1998 aggregated $1.7 million or .12% of
average net loans, as compared with $1.1 million or .08% of average net loans
during the comparable prior year period. The decline in provisioning levels
during the most recent quarter reflects the continued improving in asset
quality.
While management uses available information in estimating possible loan
losses, future additions to the allowance may be necessary based on future
changes in economic conditions. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the allowance
for loan losses. Such agencies may require the Registrant to recognize additions
to the allowance based on their judgment of information available to them at the
time of their examination. Based on current economic conditions, management
considers the allowance for loan losses at June 30, 1998 adequate to cover the
possible credit losses inherent in the loan portfolio. The allowance for loan
losses at June 30, 1998 was $74.3 million, or 400% of non-performing loans and
1.29% of net loans. This compares with an allowance for loan losses of $75.6
million or 137% of non-performing loans and 1.40% of net loans at June 30, 1997.
SECURITIES PORTFOLIO
The composition of and the amortized cost and estimated fair values of
held-to-maturity and available-for-sale securities portfolios were as follows:
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997 JUNE 30, 1997
--------------------------------------------------------------------------------
HELD-TO-MATURITY AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CMO's .................................. $ 364,062 $ 365,410 $1,224,842 $1,216,927 $ 552,253 $ 535,225
Mortgage-Backed Securities ............. 415,088 415,860 413,537 413,910 1,098,794 1,093,338
State & Municipal Obligations .......... 61,538 62,145 114,511 116,099 113,993 114,096
U.S. Government Agencies' Obligations .. 85 85 96 96 2,499 2,433
Other Securities ....................... 18,501 18,540 10,322 10,379 11,972 12,020
--------------------------------------------------------------------------------
$ 859,274 $ 862,040 $1,763,308 $1,757,411 $1,779,511 $1,757,112
================================================================================
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997 JUNE 30, 1997
--------------------------------------------------------------------------------
AVAILABLE-FOR-SALE AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CMO's .................................. $1,433,383 $1,437,876 $ 864,948 $ 871,064 $ 863,572 $ 865,717
Mortgage-Backed Securities ............. 835,036 842,490 758,952 766,549 852,507 850,756
U.S. Government Agencies' Obligations .. 197,812 200,991 242,685 245,940 281,797 281,000
U.S. Treasury Securities ............... 30,958 31,105 32,963 33,119 78,810 76,448
Equity Securities ...................... 217,637 237,956 168,568 177,491 136,856 138,005
Other Securities ....................... 151,979 157,480 57,972 62,461 51,574 52,054
--------------------------------------------------------------------------------
$2,866,805 $2,907,898 $2,126,088 $2,156,624 $2,265,116 $2,263,980
================================================================================
</TABLE>
Management's strategy is to invest in securities with short-weighted
average lives minimizing exposure to future increases in interest rates. These
are principally mortgage-backed securities that provide stable cash flows which
may be reinvested at current market interest rates. The combined weighted
average life of the held-to-maturity and available-for-sale securities
portfolios at June 30, 1998 was 3.9 years.
In connection with the recent merger with New York Bancorp, the
Registrant reclassified approximately $913 million of investment securities
from its held-to-maturity portfolio to its available-for-sale portfolio. This
transaction was done pursuant to Statement of Financial Accounting Standard No.
115 "Accounting for Certain Investments in Debt and Equity Securities" to
maintain the Registrant's interest rate risk profile, which existed prior to
the merger with New York Bancorp. The securities transferred were primarily
mortgage-backed securities ("MBS") and collateralized mortgage-backed
obligations ("CMO") having a higher degree of interest rate risk and
volatility. Approximately $415 million of these securities were identified for
sale at the time of
18
<PAGE> 19
reclassification and subsequently sold resulting in a $2.5 million securities
loss recognized during the first quarter.
The net unrealized gain on securities available-for-sale increased $10.6
million to $41.1 million at June 30, 1998 when compared to $30.5 million at
December 31, 1997. This improvement was due to decreases in market interest
rates and substantial appreciation in the Registrant's equity holdings.
Collateralized mortgage obligations are collateralized by either U.S.
Government Agency MBS's or whole loans which are principally conservative
current pay sequentials or PAC structures with a current weighted average life
of approximately 2.9 years.
The prepayment of MBS's, including CMO's, is actively monitored through
the portfolio management function. Management typically invests in MBS's with
stable cash flows and relatively short duration, thereby limiting the impact of
interest rate fluctuations on the portfolio. Management regularly performs
simulation testing to assess the impact that interest rates and prepayments
would have on the MBS portfolio.
At June 30, 1998, equity securities maintained in the available-for-sale
portfolio were comprised principally of common stock and preferred stock of
various financial institutions. Other securities maintained in the
available-for-sale portfolio were comprised principally of capital securities
and debt securities of various financial institutions.
At June 30, 1998, securities carried at $2.5 billion were pledged for
various purposes as required by law and to secure securities sold under
agreements to repurchase and other borrowings.
CAPITAL
The Registrant and its bank subsidiaries are subject to the risk based
capital guidelines administered by the banking regulatory agencies. The risk
based capital guidelines are designed to make regulatory capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk weighted assets and off-balance sheet items. The
guidelines currently require all banks and bank holding companies to maintain a
minimum ratio of total risk based capital to total risk weighted assets of 8%,
including a minimum ratio of Tier I capital to total risk weighted assets of 4%
and a Tier I capital to average assets of 4%. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary actions by regulators, that, if undertaken, could have a direct
material effect on the Registrant's financial statements. As of June 30, 1998,
the most recent notification from the various banking regulators categorized the
Registrant and its bank subsidiaries as well capitalized under the regulatory
framework for prompt corrective action. Under the capital adequacy guidelines, a
well capitalized institution must maintain a minimum total risk based capital to
total risk weighted assets ratio of at least 10%, a minimum Tier I capital to
total risk weighted assets ratio of at least 6%, a minimum leverage ratio of at
least 5% and not subject to any written order, agreement or directive. There are
no conditions or events since such notification that management believes have
changed this classification.
The following table sets forth the Registrant's regulatory capital at June
30, 1998 and June 30, 1997, under the rules applicable at such date. Management
believes that the Registrant meets all capital adequacy requirements to which it
is subject.
<TABLE>
<CAPTION>
(dollars in thousands) AMOUNT RATIO AMOUNT RATIO
-----------------------------------------------
<S> <C> <C> <C> <C>
Tier 1 Capital ............... $ 926,867 16.06% $ 686,983 12.98%
Regulatory Requirement ....... 230,895 4.00% 211,636 4.00%
-----------------------------------------------
Excess ....................... $ 695,972 12.06% $ 475,347 8.98%
===============================================
Total Risk Adjusted Capital .. $ 999,049 17.31% $ 753,119 14.23%
Regulatory Requirement ....... 461,791 8.00% 423,272 8.00%
-----------------------------------------------
Excess ....................... $ 537,258 9.31% $ 329,847 6.23%
===============================================
Risk Weighted Assets ......... $5,772,384 $5,290,895
========== ==========
</TABLE>
The Registrant's leverage ratio at June 30, 1998 and June 30, 1997 was
9.64% and 7.17%, respectively.
19
<PAGE> 20
OTHER MATTERS
The Registrant continues its preparation for the Year 2000 date change,
which includes, the technological and computer program modifications that may be
required to ensure a smooth transition of the Registrant's information systems
into the twenty-first century. The Registrant and its subsidiaries are subject
to regulatory guidelines to ensure compliance with the Year 2000 date change.
The Registrant has completed a review of its computer systems and programs to
determine which, if any, are not capable of recognizing the Year 2000 date.
Communication has been initiated with all of the Registrant's vendors that
supply the Registrant with these systems and programs. This communication and
assessment is on-going. Remediation and testing of the various systems and
computer programs are underway and are expected to be completed by December 31,
1998 for critical applications. Management is utilizing the regulatory
guidelines to assure compliance within the prescribed time frames. Management
does not anticipate the costs associated with the resolution of the Year 2000
date change to be material.
ASSET/LIABILITY MANAGEMENT
The Registrant's primary earnings source is the net interest margin, which
is affected by changes in the level of interest rates, the relationship between
rates, the impact of interest rate fluctuations on asset prepayments, the level
and composition of deposits, and the credit quality of the portfolio.
Management's asset/liability objectives are to maintain a strong, stable net
interest margin, to utilize its capital effectively without taking undue risks
and to maintain adequate liquidity.
The Registrant's risk assessment program includes a coordinated approach
to the management of liquidity, capital and interest rate risk. This risk
assessment process is governed by policies and limits established by senior
management which are reviewed and approved by the Asset/Liability Committee of
the Board of Directors ("ALCO"). ALCO, comprised of members of senior management
and the Board, meets periodically to evaluate the impact of changes in market
interest rates on assets and liabilities, net interest margin, capital and
liquidity, and to evaluate the Registrant's strategic plans. The balance sheet
structure is primarily short-term with most assets and liabilities repricing
or maturing in less than five years. Management monitors the sensitivity of
net interest income by utilizing a dynamic simulation model complemented by
traditional gap analysis. This approach also considers the impact of pending
merger transactions and the attendant impact on the Registrant's strategic
plan. This model measures net interest income sensitivity and volatility to
interest rate changes and involves a degree of estimation based on certain
assumptions that management believes to be reasonable. Factors considered
include actual maturities, estimated cash flows, repricing characteristics,
deposit growth/retention and, primarily, the relative sensitivity of assets and
liabilities to changes in market interest rates. Utilizing this process,
management can project the impact of changes in interest rates on net interest
income. This relative sensitivity is important to consider since the
Registrant's core deposit base is not subject to the same degree of interest
rate sensitivity as its assets. Core deposit costs are internally controlled
and generally exhibit less sensitivity to changes in interest rates than the
adjustable rate assets whose yields are based on external indices and change
in concert with market interest rates. Management has established certain
limits for the potential volatility of net interest income, assuming certain
levels of change in market interest rates with the objective of maintaining a
stable level of net interest income under various probable rate scenarios.
LIQUIDITY
The objective of liquidity management is to ensure the availability of
sufficient resources to meet all financial commitments and to capitalize on
opportunities for business expansion. Liquidity management addresses the ability
to meet deposit withdrawals either on demand or at contractual maturity, to
repay other borrowings as they mature and to make new loans and investments as
opportunities arise.
The Registrant's sources of liquidity include dividends from its
subsidiaries, borrowings, and funds available through the capital markets.
Dividends from the Registrant's primary subsidiary, North Fork Bank, are limited
by New York State Banking Department regulations to the current year's earnings
plus the prior two years' retained net profits. Pursuant to this regulation,
North Fork Bank had $151.1 million of retained earnings available for dividends
to the Registrant as of July 1, 1998.
The Registrant's bank subsidiaries have numerous sources of liquidity
including loan and security principal repayments and maturities, lines-of-credit
with other financial institutions, the ability to borrow under repurchase
agreements utilizing their unpledged securities portfolio, the sale of
securities from their available-for-sale portfolio, the securitization of loans
within the portfolio, whole loan sales, and growth in their core deposit base.
The Banks have the ability, as members of the Federal Home Loan Bank
("FHLB") system, to borrow $1.8 billion on a secured basis, utilizing mortgage
related loans and securities as collateral, for a term ranging from one day to
ten years at both fixed and variable rates. As of June 30, 1998, North Fork
Bank had $1.0 billion in current advances and other outstanding borrowings.
20
<PAGE> 21
The Registrant and its banking subsidiaries liquidity positions are
monitored daily to ensure the maintenance of an optimum level and efficient use
of available funds. Management believes that the Registrant and its banking
subsidiaries have sufficient liquidity to meet their operating requirements.
On June 23, 1998, the Board of Directors declared its regular quarterly
cash dividend of 12.5(cent) per common share. The dividend is payable August 14,
1998 to shareholders of record at the close of business July 24, 1998.
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 14, 1998 /s/ Daniel M. Healy
------------------------------
Daniel M. Healy
Executive Vice President &
Chief Financial Officer
22
<PAGE> 1
[EXHIBIT 11]
NORTH FORK BANCORPORATION, INC.
COMPUTATION OF NET INCOME PER COMMON EQUIVALENT SHARE
JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------------------------------
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997
------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income ......................................... $ 50,895,586 $ 43,583,073 $ 58,272,074 $ 79,562,378
Common Equivalent Shares:
Weighted Average Common Shares Outstanding ......... 141,316,444 138,292,003 139,904,910 138,004,295
Weighted Average Common Equivalent Shares .......... 1,146,034 2,121,800 1,243,764 2,066,989
------------------------------------------------------------
Weighted Average Common and Common Equivalent Shares 142,462,478 140,413,803 141,148,674 140,071,284
============================================================
Net Income per Common Equivalent Share - Basic ..... $ 0.36 $ 0.32 $ 0.42 $ 0.58
Net Income per Common Equivalent Share - Diluted ... $ 0.36 $ 0.31 $ 0.41 $ 0.57
</TABLE>
23
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> $158,883
<INT-BEARING-DEPOSITS> 18,523
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,907,898
<INVESTMENTS-CARRYING> 859,274
<INVESTMENTS-MARKET> 862,040
<LOANS> 5,771,611
<ALLOWANCE> 74,331
<TOTAL-ASSETS> 9,917,046
<DEPOSITS> 6,486,412
<SHORT-TERM> 700,000
<LIABILITIES-OTHER> 335,170
<LONG-TERM> 1,550,096
0
0
<COMMON> 361,875
<OTHER-SE> 483,493
<TOTAL-LIABILITIES-AND-EQUITY> 9,917,046
<INTEREST-LOAN> 124,267
<INTEREST-INVEST> 57,307
<INTEREST-OTHER> 794
<INTEREST-TOTAL> 182,368
<INTEREST-DEPOSIT> 47,923
<INTEREST-EXPENSE> 77,854
<INTEREST-INCOME-NET> 104,514
<LOAN-LOSSES> 1,000
<SECURITIES-GAINS> 1,718
<EXPENSE-OTHER> 40,196
<INCOME-PRETAX> 78,181
<INCOME-PRE-EXTRAORDINARY> 78,181
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,896
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
<YIELD-ACTUAL> 4.65
<LOANS-NON> 11,653
<LOANS-PAST> 6,965
<LOANS-TROUBLED> 4,319
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 74,393
<CHARGE-OFFS> 15,468
<RECOVERIES> 1,961
<ALLOWANCE-CLOSE> 74,331
<ALLOWANCE-DOMESTIC> 74,331
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> $143,173
<INT-BEARING-DEPOSITS> 2,004
<FED-FUNDS-SOLD> 3,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,263,980
<INVESTMENTS-CARRYING> 1,779,511
<INVESTMENTS-MARKET> 1,757,112
<LOANS> 5,416,079
<ALLOWANCE> 75,605
<TOTAL-ASSETS> 9,788,751
<DEPOSITS> 6,145,940
<SHORT-TERM> 965,212
<LIABILITIES-OTHER> 241,607
<LONG-TERM> 1,770,784
0
0
<COMMON> 252,731
<OTHER-SE> 412,477
<TOTAL-LIABILITIES-AND-EQUITY> 9,788,751
<INTEREST-LOAN> 114,286
<INTEREST-INVEST> 68,094
<INTEREST-OTHER> 158
<INTEREST-TOTAL> 182,538
<INTEREST-DEPOSIT> 46,803
<INTEREST-EXPENSE> 81,814
<INTEREST-INCOME-NET> 100,724
<LOAN-LOSSES> 2,700
<SECURITIES-GAINS> 2,486
<EXPENSE-OTHER> 44,602
<INCOME-PRETAX> 71,903
<INCOME-PRE-EXTRAORDINARY> 71,903
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,583
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.31
<YIELD-ACTUAL> 4.45
<LOANS-NON> 46,995
<LOANS-PAST> 8,238
<LOANS-TROUBLED> 17,786
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 73,280
<CHARGE-OFFS> 3,363
<RECOVERIES> 1,188
<ALLOWANCE-CLOSE> 75,605
<ALLOWANCE-DOMESTIC> 75,605
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
