<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: SEPTEMBER 30, 1999
------------------
NORTH FORK BANCORPORATION, INC.
-------------------------------
(Exact name of Company as specified in its charter)
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<CAPTION>
DELAWARE 36-3154608
-------- ----------
<S> <C>
(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)
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(631) 844-1004
--------------
(Company's telephone number, including area code)
Indicate by check mark whether the Company (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 Company 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 11/10/99
- - ----------------------- ------------------------------------------
$2.50 PAR VALUE 130,402,815
1
<PAGE> 2
INDEX
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<CAPTION>
<S> <C>
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.) Consolidated Statements of Comprehensive Income.
(6.) 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
The 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:
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<CAPTION>
(a) Exhibit # Description
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<S> <C> <C>
(11) Statement Re: Computation of Per Share Earnings.
(27) Financial Data Schedule.
(b) Current report on Form 8-K dated August 16, 1999 (announcing that the Company had entered into
an Agreement and Plan of Merger with JSB Financial, Inc.).
(c) Current report on Form 8-K dated August 30, 1999 (announcing that the Company had entered into
an Agreement and Plan of Merger with Reliance Bancorp, Inc.).
(d) Current report on Form 8-K dated October 14, 1999 (reporting the Company's earnings results for
the period ended September 30, 1999).
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2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------------------
SEPT. 30, DEC. 31, SEPT. 30,
(in thousands, except per share amounts) 1999 1998 1998
----------------------------------------------
ASSETS:
<S> <C> <C> <C>
Cash & Due from Banks........................................................ $164,416 $151,576 $127,011
Money Market Investments..................................................... 200,156 28,929 33,246
Securities:
Available-for-Sale ....................................................... 3,598,197 2,980,223 3,188,063
Held-to-Maturity.......................................................... 1,279,978 1,571,545 988,814
----------------------------------------------
Total Securities....................................................... 4,878,175 4,551,768 4,176,877
----------------------------------------------
Loans........................................................................ 6,399,720 5,731,424 5,673,726
Less: Unearned Income...................................................... 13,678 17,131 17,851
Allowance for Loan Losses........................................ 68,950 71,759 73,606
----------------------------------------------
Net Loans.................................................. 6,317,092 5,642,534 5,582,269
----------------------------------------------
Intangible Assets............................................................ 81,052 84,676 92,579
Premises & Equipment......................................................... 73,600 72,023 74,373
Accrued Income Receivable.................................................... 71,989 66,951 67,458
Other Assets................................................................. 128,367 81,099 70,258
----------------------------------------------
Total Assets............................................................ $11,914,847 $10,679,556 $10,224,071
==============================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits.............................................................. $1,461,517 $1,263,105 $1,113,162
Savings, NOW & Money Market Deposits........................................ 2,893,521 2,950,022 2,949,018
Other Time Deposits.......................................................... 1,664,008 1,672,478 1,758,591
Certificates of Deposit, $100,000 & Over.................................... 551,852 542,017 648,502
----------------------------------------------
Total Deposits.......................................................... 6,570,898 6,427,622 6,469,273
----------------------------------------------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase.................................................. 2,676,416 2,955,096 2,435,096
Federal Home Loan Bank Advances.............................................. 1,494,000 10,000 10,000
Senior Note Payable.......................................................... - 25,000 25,000
Due to Brokers............................................................... 24,737 - 49,953
Accrued Expenses & Other Liabilities......................................... 231,912 231,299 162,439
----------------------------------------------
Total Liabilities...................................................... $10,997,963 $9,649,017 $9,151,761
----------------------------------------------
Capital Securities........................................................... $199,308 $199,289 $199,283
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 145,126,522 shares at September 30, 1999.......................... 362,816 362,312 362,159
Additional Paid in Capital................................................... 34,685 32,044 31,516
Retained Earnings............................................................ 646,373 541,967 524,014
Accumulated Other Comprehensive Income - Unrealized
(Losses)/Gains on Securities Available-for-Sale, net of taxes............ (51,018) 9,337 14,138
Deferred Compensation........................................................ (21,944) (24,365) (17,644)
Treasury Stock at cost; 11,811,004 shares at September 30, 1999............. (253,336) (90,045) (41,156)
----------------------------------------------
Total Stockholders' Equity............................................. 717,576 831,250 873,027
----------------------------------------------
Total Liabilities and Stockholders' Equity............................. $11,914,847 $10,679,556 $10,224,071
==============================================
</TABLE>
3
<PAGE> 4
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------------
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
(in thousands, except per share amounts) 1999 1998 1999 1998
--------------------------------------------------------------
INTEREST INCOME:
<S> <C> <C> <C> <C>
Loans .................................................... $126,400 $122,973 $369,677 $370,735
Mortgage-Backed Securities................................ 68,610 53,691 198,587 154,397
Other Securities.......................................... 7,775 6,555 22,534 17,116
U.S. Treasury & Government Agency Securities.............. 2,398 3,585 7,765 13,448
State & Municipal Obligations ............................ 917 723 2,516 3,091
Money Market Investments.................................. 2,121 583 3,365 2,197
--------------------------------------------------------------
Total Interest Income..................................... 208,221 188,110 604,444 560,984
--------------------------------------------------------------
INTEREST EXPENSE:
Savings, NOW & Money Market Deposits...................... 12,985 16,154 39,036 49,595
Other Time Deposits....................................... 19,776 22,516 58,765 70,390
Certificates of Deposit, $100,000 & Over.................. 7,263 8,909 22,749 22,998
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase............................... 39,260 33,160 125,079 92,230
Other Borrowings.......................................... 15,573 996 21,962 10,675
--------------------------------------------------------------
Total Interest Expense................................. 94,857 81,735 267,591 245,888
--------------------------------------------------------------
Net Interest Income.................................... 113,364 106,375 336,853 315,096
Provision for Loan Losses................................. 1,250 1,000 3,750 14,500
--------------------------------------------------------------
Net Interest Income after Provision for Loan Losses.... 112,114 105,375 333,103 300,596
--------------------------------------------------------------
NON-INTEREST INCOME:
Fees & Service Charges on Deposit Accounts................ 7,807 6,583 21,233 19,703
Investment Management, Commissions & Trust Fees........... 3,776 4,324 12,348 9,811
Mortgage Banking Operations............................... 946 1,002 2,845 3,065
Other Operating Income.................................... 2,808 2,767 7,888 9,009
Net Securities Gains...................................... 180 3,116 9,900 2,318
--------------------------------------------------------------
Total Non-Interest Income............................ 15,517 17,792 54,214 43,906
--------------------------------------------------------------
NON-INTEREST EXPENSE:
Compensation & Employee Benefits.......................... 21,774 19,768 64,406 61,572
Occupancy & Equipment, net................................ 7,254 6,687 21,310 20,535
Capital Securities Costs 4,211 4,211 12,633 12,633
Amortization & Write-down of Intangible Assets............ 2,108 2,188 6,267 12,403
Other Operating Expenses.................................. 9,007 9,287 27,227 29,574
Merger Related Restructure Charge......................... - - - 52,452
--------------------------------------------------------------
Total Non-Interest Expense............................ 44,354 42,141 131,843 189,169
--------------------------------------------------------------
Income Before Income Taxes................................ 83,277 81,026 255,474 155,333
Provision for Income Taxes................................ 29,147 28,359 89,416 44,394
--------------------------------------------------------------
Net Income........................................... $54,130 52,667 $166,058 110,939
==============================================================
PER SHARE:
Earnings Per Share - Basic................................ $0.40 $0.37 $1.21 $0.79
Earnings Per Share - Diluted.............................. $0.40 $0.37 $1.20 $0.78
Cash Dividends ........................................... $0.150 $0.125 $0.450 $0.375
Weighted Average Shares Outstanding - Basic............... 134,484 141,811 137,342 140,547
Weighted Average Shares Outstanding - Diluted............. 135,264 142,734 138,197 141,680
</TABLE>
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
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<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 1998
-------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income.......................................................................... $166,058 $110,939
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses........................................................... 3,750 14,500
Depreciation and Amortization....................................................... 8,884 8,153
Amortization and Write-down of Intangible Assets.................................... 6,267 12,403
Amortization of Securities Premiums................................................. 8,386 9,170
Accretion of Discounts and Net Deferred Loan Fees................................... (6,936) (8,289)
Net Securities Gains................................................................ (9,900) (2,318)
Other, Net.......................................................................... 22,505 59,602
-------------------------------
Net Cash Provided by Operating Activities....................................... 199,014 204,160
-------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Securities Held-to-Maturity............................................ (27,102) (474,020)
Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity..................................................... 316,703 301,005
Purchases of Securities Available-for-Sale.......................................... (1,668,149) (1,911,004)
Proceeds from Sales of Securities Available-for-Sale................................ 71,111 931,399
Maturities, Redemptions, Calls and Principal Repayments on
Securities Available-for-Sale................................................... 889,420 901,626
Loans Originated, Net of Principal Repayments and Charge-offs....................... (754,858) (60,037)
Proceeds from the Sale of Loans..................................................... 81,199 155,075
Sale of Other Real Estate, Net of Transfers......................................... 2,873 2,272
Purchases of Premises and Equipment, Net............................................ (8,295) (3,589)
-------------------------------
Net Cash Used in Investing Activities........................................... (1,097,098) (157,273)
-------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase in Customer Deposits Liabilities....................................... 143,276 86,003
Net Increase/(Decrease) in Borrowings............................................... 1,215,320 (140,146)
Net Decrease in Long-Term Debt...................................................... (35,000) -
Purchase of Treasury Stock.......................................................... (163,842) -
Common Stock Sold for Cash.......................................................... 2,921 25,960
Cash Dividends Paid................................................................. (80,524) (49,118)
-------------------------------
Net Cash Provided by/(Used in) Financing Activities............................. 1,082,151 (77,301)
-------------------------------
Net Increase/(Decrease) in Cash and Cash Equivalents............................ 184,067 (30,414)
NYB Activity for the Three Months Ended December 31, 1997........................... - (384)
Cash and Cash Equivalents at Beginning of the Period................................ 180,505 191,055
===============================
Cash and Cash Equivalents at End of the Period...................................... $364,572 $160,257
===============================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest Expense................................................................ 269,213 251,889
===============================
Income Taxes.................................................................... 69,491 19,507
===============================
Securities transferred from held-to-maturity to available-for-sale due to the
merger with NYB................................................................. - 913,598
===============================
During the period the Company purchased various securities which
settled in the subsequent period................................................ 10,941 49,953
===============================
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5
<PAGE> 6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Additional Unrealized
Common Paid in Retained Securities Deferred
Stock Capital Earnings Gains/(Losses) Comp.
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997...................... $256,790 $127,853 $469,616 $17,124 ($19,361)
Net Income...................................... - - 110,939 - -
Cash Dividends ($.375 per share)................ - - (53,670) - -
Cash Dividends-NYB Pre-Merger................... - - (3,219) - -
Issuance of Stock for the 3-for-2 Stock Split... 120,288 (120,288) - - -
Issuance of Stock-Amivest Acquisition........... 905 7,825 - - -
Issuance of Stock (1,179,370 shares)............ 240 15,447 - - -
NYB Common Stock Retirement (12,740,406 shares). (21,234) (35,398) - - -
Restricted Stock Activity, net.................. - (5) - - 1,717
Stock Based Compensation Activity, net.......... 5,170 36,082 (11,524) - -
NYB Net Income for the Three Months.............
Ended December 31, 1997..................... - - 11,992 - -
Amortization of Unrealized Loss on Securities
Transferred from Available-for-Sale to
Held-to-Maturity............................ - - (120) (211) -
Adjustment to Unrealized Gains on Securities....
Available-for-Sale, net of taxes............ - - - (2,775) -
----------------------------------------------------------------
BALANCE, SEPTEMBER 30, 1998..................... $362,159 $31,516 $524,014 $14,138 ($17,644)
================================================================
BALANCE, DECEMBER 31, 1998...................... $362,312 $32,044 $541,967 $9,337 ($24,365)
Net Income...................................... - - 166,058 - -
Cash Dividends ($.45 per share)................ - - (61,480) - -
Issuance of Stock (144,286 shares).............. 260 1,977 - - -
Purchases of Treasury Stock (7,982,600 shares).. - - - - -
Restricted Stock Activity, net.................. - 39 - - 2,421
Stock Based Compensation Activity, net.......... 244 625 - - -
Amortization of Unrealized Loss on Securities
Transferred from Available-for-Sale to
Held-to-Maturity............................ - - (172) 172 -
Adjustment to Unrealized Gains on Securities
Available-for-Sale, net of taxes............ - - - (60,527) -
----------------------------------------------------------------
BALANCE, SEPTEMBER 30, 1999..................... $362,816 $34,685 $646,373 ($51,018) ($21,944)
================================================================
</TABLE>
<TABLE>
<CAPTION>
Treasury
Stock Total
-------------------------
<S> <C> <C>
BALANCE, DECEMBER 31, 1997...................... ($81,133) $770,889
Net Income...................................... - 110,939
Cash Dividends ($.375 per share)................ - (53,670)
Cash Dividends-NYB Pre-Merger................... - (3,219)
Issuance of Stock for the 3-for-2 Stock Split... - -
Issuance of Stock-Amivest Acquisition........... - 8,730
Issuance of Stock (1,324,457 shares)............ 12,214 27,901
NYB Common Stock Retirement (12,740,406 shares). 56,632 -
Restricted Stock Activity, net.................. (394) 1,318
Stock Based Compensation Activity, net.......... (28,475) 1,253
NYB Net Income for the Three Months.............
Ended December 31, 1997..................... - 11,992
Amortization of Unrealized Loss on Securities
Transferred from Available-for-Sale to
Held-to-Maturity............................ - (331)
Adjustment to Unrealized Gains on Securities....
Available-for-Sale, net of taxes............ - (2,775)
-------------------------
BALANCE, SEPTEMBER 30, 1998..................... ($41,156) $873,027
=========================
BALANCE, DECEMBER 31, 1998...................... ($90,045) $831,250
Net Income...................................... - 166,058
Cash Dividends ($.45 per share)................ - (61,480)
Issuance of Stock (144,286 shares).............. 890 3,127
Purchases of Treasury Stock (7,982,600 shares).. (163,842) (163,842)
Restricted Stock Activity, net.................. (385) 2,075
Stock Based Compensation Activity, net.......... 46 915
Amortization of Unrealized Loss on Securities
Transferred from Available-for-Sale to
Held-to-Maturity............................ - -
Adjustment to Unrealized Gains on Securities
Available-for-Sale, net of taxes............ - (60,527)
-------------------------
BALANCE, SEPTEMBER 30, 1999..................... ($253,336) $717,576
=========================
</TABLE>
6
<PAGE> 7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------------
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
1999 1998 1999 1998
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income.............................................. $54,130 $52,667 $166,058 $110,939
--------------------------------------------------------------
Other Comprehensive Income, net
of Income Taxes:.....
Unrealized Losses on
Securities Available for Sale................ (9,999) (7,007) (53,920) (1,479)
Less: Reclassification of Realized Gains
Included in Net Income....................... (117) (2,025) (6,435) (1,507)
--------------------------------------------------------------
Other Comprehensive Income.............................. (10,116) (9,032) (60,355) (2,986)
--------------------------------------------------------------
Comprehensive Income.................................... $44,014 $43,635 $105,703 $107,953
==============================================================
</TABLE>
7
<PAGE> 8
NORTH FORK BANCORPORATION, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999 AND 1998
BASIS OF PRESENTATION
North Fork Bancorporation, Inc. (the "Company") through its principal bank
subsidiary, North Fork Bank ("North Fork") and its investment management and
broker/dealer subsidiaries, Compass Investment Services Corp. ("Compass") and
Amivest Corporation ("Amivest"), provides a variety of commercial banking and
related financial services to middle market and small business organizations,
local governmental units, and retail customers in the New York metropolitan
area. The Company's other bank subsidiary, Superior Savings of New England
("Superior"), operates from one location in the Connecticut county of New Haven,
where it also conducts a telebanking operation focused on generating customer
deposits.
The accounting and reporting policies of the Company 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 nine month periods ended September
30, 1999 are not necessarily indicative of the results of operations which may
be expected for the full year 1999 or any other interim periods.
These statements should be read in conjunction with the Company's summary
of significant accounting policies, which are incorporated herein by reference,
in its 1998 Annual Report on Form 10-K.
RECENT ACCOUNTING DEVELOPMENTS
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
It requires that entities 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.
In June 1999, the FASB issued Statement of Financial Accounting Standards
No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133" delaying SFAS 133's effective
date to all fiscal quarters of all fiscal years beginning after June 15, 2000.
Management is currently evaluating the effect SFAS 133 will have on its
financial statements. At September 30, 1999, the Company was a party to three
interest rate swap contracts with an aggregate notional value of $475 million.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
Statements Regarding Forward-Looking Information
This report may contain certain statements, which involve risk and
uncertainties, which constitute "forward-looking statements" under the Private
Litigation Reform Act of 1995. These statements are based on the beliefs,
assumptions, and expectations of the management of the Company. Words such as
"expects", "believes", "should", "plans", "will", "estimates", and variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future financial condition,
performance or operations and involve certain risks and uncertainties that are
difficult to quantify or, in some cases, to identify. Therefore, actual outcomes
or results may differ materially from what is indicated or forecasted in such
forward-looking statements. Factors that may cause or contribute to such
differences include, among others, the following possibilities: (1) changes in
economic or market conditions; (2) significantly increased competition among
financial services companies; (3) changes in the interest rate environment,
which may reduce interest margins; (4) accounting, tax, legislative or
regulatory changes may adversely affect the businesses in which the company is
engaged; and (5) business risks related to Year 2000 computer systems
transition.
Pending Business Combinations
(A) JSB Financial, Inc.
On August 16, 1999, the Company entered into an Agreement and Plan of
Merger with JSB Financial, Inc. ("JSB"), the parent company of Jamaica
Savings Bank, whereby it would acquire JSB in a stock-for-stock merger.
Under the terms of the agreement, each share of JSB common stock will be
converted into the Company's common stock at a fixed exchange ratio of
3.0. Based upon this exchange ratio, the Company will issue approximately
27.8 million shares of common stock to effect the transaction. JSB will
have the right to terminate the agreement if the average closing price of
the Company's common stock over a pricing period prior to the closing
represents a decline below certain specified levels. If JSB exercises this
right, the Company will have the option to nullify JSB's termination by
increasing the exchange ratio based on a formula set forth in the
agreement. In connection with the merger agreement, JSB granted the
Company an option to acquire up to 19.9% of JSB's outstanding shares at
$58.75 per share should certain events occur as set forth in the stock
option agreement between the Company and JSB. (See the Company's current
report on Form 8-K dated August 30, 1999, Exhibits 2.2 Agreement and Plan
of Merger and 99.5 Stock Option Agreement, for additional information.)
The transaction is expected to be treated as a tax-free reorganization for
federal income tax purposes and to be accounted for using the
pooling-of-interests method of accounting. It is anticipated that the
transaction will close during the first quarter 2000, following receipt of
all required regulatory and shareholder approvals and the satisfaction of
certain other customary closing conditions.
At September 30, 1999, JSB had total assets of $1.6 billion, deposits of
$1.1 billion, and stockholders' equity of $374 million. Jamaica Savings
Bank operates from 13 retail-banking facilities in the New York City
boroughs of Manhattan and Queens and in Nassau and Suffolk counties, New
York. (See the Company's current report on Form 8-K dated August 16, 1999,
Exhibit 99.2 analyst presentation and the Company's current report on
Form 8-K dated August 30, 1999, Exhibit 99.4 unaudited pro forma
condensed combined financial statements.)
(B) Reliance Bancorp, Inc.
On August 30, 1999, the Company entered into an Agreement and Plan of
Merger with Reliance Bancorp, Inc. ("Reliance"), the parent company of
Reliance Federal Savings Bank, whereby it would acquire Reliance in a
stock-for-stock merger. Under the terms of the agreement, each share of
Reliance common stock will be converted into the Company's common stock at
a fixed exchange ratio of 2.0. Based upon this exchange ratio, the Company
expects to issue approximately 17.1 million treasury shares to effect the
transaction. Reliance will have the right to terminate the agreement if
the average closing price of the Company's common stock over a pricing
period prior to closing represents a decline below certain specified
levels. If Reliance exercises this right, the Company will have the option
to nullify Reliance's termination by increasing the exchange ratio based
on a formula set forth in the agreement. In connection with the merger
agreement, Reliance granted the Company an option to acquire up to 19.9%
of Reliance's outstanding shares at $29.00 per share should certain events
occur as set forth in the stock option agreement between the Company and
Reliance. (See the Company's current report on Form 8-K dated August 30,
1999, Exhibits 2.1 Agreement and Plan of Merger and 99.1 Stock Option
Agreement, for additional information.)
The transaction is expected to be treated as a tax-free reorganization for
federal income tax purposes and will be accounted for using the purchase
method of accounting. It is expected that the transaction will close
during the first quarter 2000, prior to the JSB transaction and following
receipt of all regulatory and shareholder approvals and the satisfaction
of certain other customary closing conditions.
At September 30, 1999, Reliance had total assets of $2.5 billion, deposits
of $1.6 billion, and stockholders' equity of $172 million. Reliance
Federal Savings Bank operates from 29 retail banking facilities throughout
Suffolk and Nassau counties, New York, as well as in the New York City
borough of Queens. (See the Company's current report on Form 8-K dated
August 30, 1999, Exhibits 99.3 and 99.4 analyst presentation and
unaudited pro forma condensed combined financial statements, respectively
for additional information.)
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
Treasury Stock Activity
On August 16, 1999, simultaneous with the announcement of the JSB merger,
the Company's Board of Directors formally rescinded the 10% share repurchase
program instituted in October 1998. At the date of rescission, the Company had
completed the repurchase of approximately 8.1 million shares.
On August 30, 1999, simultaneous with the announcement of the Reliance
merger, the Company's board of directors formally approved the purchase of up to
50% of the common shares issuable in the Reliance transaction, or 8.5 million
shares. As of November 10, 1999, the Company has completed the purchase of 6.2
million shares (including Reliance equivalents) under this program. While there
can be no assurance provided relative to the Company's success in purchasing the
remaining 2.3 million shares, management believes that it can be accomplished
prior to consummation of the Reliance transaction, funded principally with
dividends from North Fork (see "Capital" and "Liquidity" section herein).
In order for the Company to account for the JSB merger using the
pooling-of-interests method of accounting, it must reissue a sufficient number
of shares of its common stock currently held in its treasury. The Company
intends to reissue approximately 17.1 million treasury shares in the Reliance
merger in exchange for all outstanding Reliance common shares. Accordingly, the
Company intends to complete the Reliance merger before completing the JSB
merger so that the JSB merger will qualify under the pooling-of-interests
method of accounting.
OVERVIEW
The following table sets forth selected financial highlights for the three
and nine month periods ended September 30, 1999 and 1998. The results for the
nine months ended 1998 have been adjusted to exclude the effect of the merger
related restructure charge, incurred in the New York Bancorp ("NYB") merger, and
other special items, more fully described below. The subsequent discussion and
analysis describes the changes in components of operating results giving rise to
net income.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------------
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
(in thousands, except ratios & per share amounts) 1999 1998 1999 1998 (1)
- - --------------------------------------------------------------------------------------------------------------------------
EARNINGS:
<S> <C> <C> <C> <C>
Net Income............................................. $54,130 $52,667 $166,058 $149,540
- - --------------------------------------------------------------------------------------------------------------------------
PER SHARE:
Earnings Per Share - Basic............................. $0.40 $0.37 $1.21 $1.06
Earnings Per Share - Diluted........................... $0.40 $0.37 $1.20 $1.06
Cash Dividends......................................... $0.150 $0.125 $0.450 $0.375
Book Value............................................. $5.38 $6.09 $5.38 $6.09
Average Equivalent Shares - Basic...................... 134,484 141,811 137,342 140,547
Average Equivalent Shares - Diluted.................... 135,264 142,734 138,197 141,680
- - --------------------------------------------------------------------------------------------------------------------------
SELECTED RATIOS:
Return on Average Total Assets......................... 1.84% 2.07% 1.96% 2.00%
Return on Average Stockholders' Equity................. 26.17% 24.68% 26.33% 24.86%
Core Efficiency Ratio.................................. 33.73% 34.47% 34.17% 35.67%
Net Interest Margin.................................... 4.09% 4.46% 4.22% 4.48%
==========================================================================================================================
</TABLE>
(1) Financial highlights for the nine months ended September 30, 1998 exclude
the impact of the merger related restructure charge and other special
items recognized in the first quarter of 1998. Net income, diluted
earnings per share, return on average assets, and return on average
stockholders' equity including these items was $110.9 million, $.78,
1.48%, and 18.44%, respectively.
Net income for the quarter ended September 30, 1999, increased 2.8% to
$54.1 million, compared to net income of $52.7 million for the same period in
1998. Diluted earnings per share increased 8.1% to $.40 for the 1999 third
quarter, compared to $.37 for the 1998 third quarter. Return on average total
assets and return on average stockholders' equity were 1.84% and 26.17%,
respectively, for the 1999 third quarter, as compared to 2.07% and 24.68%,
respectively for the comparable prior year period.
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
OVERVIEW (CONTINUED)
For the nine months ended September 30, 1999, net income was $166.1
million, or diluted earnings per share of $1.20, compared to net income of
$149.5 million, or diluted earnings per share of $1.06, for the nine months
ended September 30, 1998. Net income and diluted earnings per share during 1998
were impacted by the recognition of a merger related restructure charge in the
NYB merger and other special items. The aggregate of these items was $74.3
million, or $38.6 million after taxes. These items included a $52.5 million
merger related restructure charge, an additional $11.5 million provision for
loan losses, a $6 million write-down of an intangible asset, securities losses
of $2.5 million, and $1.8 million in other operating expenses (net of $20.7
million in tax benefits). Tax items included a charge of $5 million related to
the recapture of NYB's banking subsidiary, Home Federal Savings Bank, bad debt
reserve for state and local tax purposes, and a benefit of $20 million, which
resulted from a non-taxable distribution from a corporate reorganization.
On September 28, 1999, the Board of Directors declared a regular quarterly
cash dividend of $.15 per common share. The dividend is payable November 15,
1999 to shareholders of record at the close of business on October 22, 1999.
The Company's board of directors passed a resolution to amend its
certificate of incorporation to increase the number of authorized shares of
common stock from 200 million to 500 million and to reduce the par value of its
common stock from $2.50 per share to $.01 per share. These items will require
the approval of shareholders and will be voted upon at the special meeting of
stockholders to be held for the purpose of approving the JSB merger.
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 Company's primary source of revenue and 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 for the quarter ended September 30, 1999 increased
$7.0 million, or 6.6%, over the third quarter of 1998 to $113.4 million. The
increase in net interest income was primarily due to a $1.7 billion or 17.6%
increase in the level of average interest earning assets, partially offset by a
37 basis point decline in the net interest margin to 4.09% from 4.46%.
The decline in the net interest margin was due in large measure to
management's decision to improve net interest income and net income by adding
interest earning assets and interest bearing liabilities at spreads narrower
than traditionally obtained if asset growth were funded with customer deposits.
As a result, the Company's net interest margin continued to decline throughout
1999 due to the aforementioned strategy. Management believes that the net
interest margin will continue to compress in the near future as anticipated loan
growth is expected to be funded with borrowings.
During the third quarter of 1999, interest income increased $20.1 million
to $208.2 million compared to the 1998 third quarter. The improvement in
interest income resulted from an increase in average interest earning assets of
$1.7 billion, or 17.6%, partially offset by a 42 basis point decline in the
average yield on earning assets from 7.85% to 7.43%.
Average loans grew by $491 million, or 8.6%, to $6.2 billion in the third
quarter of 1999, when compared to 1998. Each component of the loan portfolio
contributed to the growth, with consumer loans reflecting the largest percentage
increase. However, the net interest margin and interest income were negatively
impacted by a 46 basis point decline in yield on average loans to 8.12% during
the 1999 third quarter. This decline was primarily due to competition for
quality loans as well as prepayment and refinancing activity, the proceeds of
which were reinvested into lower yielding loans reflecting market interest
rates at the time. Loans represented 55% of average interest earning assets and
94.7% of average total deposits. Average investment securities increased $1.1
billion, or 27.9%, and represented the largest component of the increase in
average interest earning assets. This resulted from management's decision in
early 1999 to improve net interest income and net income as previously
described. The securities purchased during 1999 are principally collateralized
mortgage-backed securities, which have been classified as available-for-sale.
However, this positive impact on net interest income and net income was
partially offset by a 25 basis point decline in the average yield on securities
to 6.53% for the third quarter of 1999, when compared to 6.78% in the
comparable prior year period. This decline was due to the aforementioned growth
in the securities portfolio, accelerated prepayment activity, and the
reinvestment of related cash flows throughout 1999 into lower yielding
securities reflecting market interest rates.
For the quarter ended September 30, 1999, interest expense increased $13.1
million, or 16.1%, to $94.9 million over the comparable prior year period. This
was attributable to a $1.3 billion, or 17.4%, increase in average interest
bearing liabilities to $9.1 billion. The increase in interest expense due to the
level of average interest bearing liabilities was partially offset by a 5 basis
point decline in the Company's average cost of funds to 4.14% for the second
quarter of 1999, as compared to 4.19% for the comparable prior year period.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NET INTEREST INCOME (CONTINUED)
The increase in average interest bearing liabilities resulted from
management's decision to fund its growth in interest earning assets with
repurchase agreements and Federal Home Loan Bank ("FHLB") advances. As a result
of this decision, average total borrowings increased $1.7 billion, or 71.3%, to
$4.0 billion during the third quarter of 1999, when compared to $2.3 billion
during the comparable prior year period. The average cost of funds on total
borrowings during these periods declined 36 basis points to 5.48% from 5.84%.
Average time and savings deposits, which continue to represent a stable
funding source, were $5.1 billion, reflecting an average cost of funds of 3.11%
during the third quarter of 1999, compared to $5.4 billion, with an average cost
of funds of 3.48% for the comparable 1998 period. The decline in the level of
time deposits and certificates of deposits greater than $100,000 resulted from
management's decision to reduce its reliance on these rate sensitive sources of
funding. In addition, both the level and cost of all interest bearing deposits
were impacted by the decision to lower rates and overlay North Fork's pricing
and integration strategy on liabilities assumed in the NYB merger, consummated
in March 1998.
Average demand deposits increased $311.2 million, or 28%, to $1.4 billion
during the 1999 third quarter, as compared to $1.1 billion in the 1998 third
quarter. The growth in demand deposits has been achieved through the successful
conversion of acquired savings bank locations into full-service commercial
banking locations, and an emphasis on developing long-term deposit relationships
with borrowers. At September 30, 1999, demand deposits represented 22.2% of
total deposits, as compared to 17.2% at September 30, 1998.
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.
FOR THE PERIODS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
1999 vs. 1998 1999 vs. 1998
--------------------------------------------------------------------------------------
CHANGE IN CHANGE IN
--------------------- NET --------------------- NET
AVERAGE AVERAGE INTEREST AVERAGE AVERAGE INTEREST
(in thousands) VOLUME RATE INCOME VOLUME RATE INCOME
--------------------------------------------------------------------------------------
INTEREST INCOME FROM EARNING ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Securities.................................. 17,351 (2,201) 15,150 50,759 (7,706) 43,053
Loans, net of unearned income............... 10,269 (6,906) 3,363 15,663 (16,876) (1,213)
Money Market Investments.................... 2,640 342 2,982 2,296 978 3,274
--------------------------------------------------------------------------------------
Total Interest Income.................... 30,260 (8,765) 21,495 68,718 (23,604) 45,114
--------------------------------------------------------------------------------------
INTEREST EXPENSE ON LIABILITIES:
Savings, N.O.W. & Money Market Deposits..... (619) (2,550) 3,169) (1,382) (9,177) (10,559)
Time Deposits............................... (2,375) (2,011) 4,386) (5,839) (6,035) (11,874)
Federal Funds Purchased and Securities Sold.
Under Agreements to Repurchase............ 7,633 (1,533) 6,100 38,337 (5,488) 32,849
Other Borrowings............................ 15,076 (499) 14,577 11,398 (111) 11,287
--------------------------------------------------------------------------------------
Total Interest Expense................... 19,715 (6,593) 13,122 42,514 (20,811) 21,703
--------------------------------------------------------------------------------------
Net Change in Net Interest Income........... $10,545 ($2,172) $8,373 $26,204 ($2,793) $23,411
======================================================================================
</TABLE>
(1) Non-accrual loans are included in average loans, net of unearned income.
(2) The above table is presented on a tax equivalent basis.
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NET INTEREST INCOME (CONTINUED)
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 nine month periods ended September 30, 1999 and 1998,
respectively.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 1998
-------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE
(dollars in thousands ) BALANCE INTEREST RATE BALANCE INTEREST
-------------------------------------------------------------------------
INTEREST EARNING ASSETS:
<S> <C> <C> <C> <C> <C>
Securities (2)........................................... 4,903,566 80,678 6.53% 3,832,866 65,528
Loans, net of unearned income (1)........................ 6,190,279 126,644 8.12% 5,699,190 123,281
Money Market Investments................................. 167,021 3,565 8.47% 41,292 583
---------------------------- -----------------------------
Total Interest Earning Assets.......................... 11,260,866 210,887 7.43% 9,573,348 189,392
---------------------------- -----------------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks.................................. 163,938 160,401
Other Assets (2)......................................... 233,668 337,134
-------------- --------------
Total Assets........................................... $11,658,472 $10,070,883
============== ==============
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits.................. $2,867,742 $12,985 1.80% $2,985,985 $16,154
Time Deposits............................................ 2,245,716 27,039 4.78% 2,435,733 31,425
---------------------------- -----------------------------
Total Savings and Time Deposits........................ 5,113,458 40,024 3.11% 5,421,718 47,579
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase......................... 2,809,073 39,260 5.54% 2,266,140 33,160
Other Borrowings......................................... 1,163,674 15,573 5.31% 53,478 996
---------------------------- -----------------------------
Total Borrowings....................................... 3,972,747 54,833 5.48% 2,319,618 34,156
---------------------------- -----------------------------
Total Interest Bearing Liabilities................... 9,086,205 94,857 4.14% 7,741,336 81,735
---------------------------- -----------------------------
Rate Spread.............................................. 3.29%
NON-INTEREST BEARING LIABILITIES
Demand Deposits.......................................... 1,423,735 1,112,488
Other Liabilities........................................ 180,306 155,640
-------------- --------------
Total Liabilities....................................... 10,690,246 9,009,464
Capital Securities....................................... 199,305 199,280
Stockholders' Equity.................................... 768,921 862,139
-------------- --------------
Total Liabilities and Stockholders' Equity............. $11,658,472 $10,070,883
============== ==============
Net Interest Income & Net Interest Margin ............... 116,030 4.09% 107,657
Less: Tax Equivalent Adjustment.......................... (2,666) (1,282)
-------------- ---------------
Net Interest Income................................. $113,364 $106,375
============== ===============
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
-------------
AVERAGE
(dollars in thousands ) RATE
-------------
INTEREST EARNING ASSETS:
<S> <C>
Securities............................................... 6.78%
Loans, net of unearned income (1)........................ 8.58%
Money Market Investments................................. 5.60%
Total Interest Earning Assets.......................... 7.85%
NON INTEREST EARNING ASSETS:
Cash and Due from Banks..................................
Other Assets (2).........................................
Total Assets...........................................
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits.................. 2.15%
Time Deposits............................................ 5.12%
Total Savings and Time Deposits........................ 3.48%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase......................... 5.81%
Other Borrowings......................................... 7.39%
Total Borrowings....................................... 5.84%
Total Interest Bearing Liabilities................... 4.19%
Rate Spread.............................................. 3.66%
NON-INTEREST BEARING LIABILITIES
Demand Deposits..........................................
Other Liabilities........................................
Total Liabilities.......................................
Capital Securities.......................................
Stockholders' Equity....................................
Total Liabilities and Stockholders' Equity.............
Net Interest Income & Net Interest Margin ............... 4.46%
Less: Tax Equivalent Adjustment..........................
Net Interest Income.................................
</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) Interest income on a tax equivalent basis includes the additional amount of
income that would have been earned if the Company's investment in tax
exempt money market investments, state and municipal obligations,
non-taxable loans, equity securities and U.S. Treasuries had been made in
securities and loans subject to Federal, State and Local income taxes
yielding the same after tax income. The tax equivalent amount for $1.00 of
those aforementioned categories was $1.75 , $1.58, $1.56, $1.43, and
$1.03 for the three and nine months ended September 30, 1999; $N/A, $1.58,
$1.56, $1.43, and $1.03 for the three and nine months ended
September 30, 1998, respectively.
13
<PAGE> 14
<TABLE>
<CAPTION>
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NET INTEREST INCOME (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 1998
-------------------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands ) BALANCE INTEREST RATE BALANCE INTEREST RATE
-------------------------------------------------------------------------------------
INTEREST EARNING ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Securities (2)................................. 4,763,573 234,443 6.58% 3,722,703 191,390 6.87%
Loans, net of unearned income (1).............. 5,991,922 370,420 8.27% 5,744,394 371,633 8.65%
Money Market Investments....................... 94,006 5,471 7.78% 52,989 2,197 5.54%
---------------------------- -----------------------------
Total Interest Earning Assets................ 10,849,501 610,334 7.52% 9,520,086 565,220 7.94%
---------------------------- -----------------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks........................ 164,734 159,965
Other Assets (2)............................... 304,787 332,750
-------------- --------------
Total Assets................................. $11,319,022 $10,012,801
============== ==============
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits........ $2,918,582 $39,036 1.79% $3,004,426 $49,595 2.21%
Time Deposits.................................. 2,266,965 81,514 4.81% 2,428,820 93,388 5.14%
---------------------------- -----------------------------
Total Savings and Time Deposits.............. 5,185,547 120,550 3.11% 5,433,246 142,983 3.52%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase............... 3,042,175 125,079 5.50% 2,114,106 92,230 5.83%
Other Borrowings............................... 552,557 21,962 5.31% 234,032 10,675 6.10%
---------------------------- -----------------------------
Total Borrowings............................. 3,594,732 147,041 5.47% 2,348,138 102,905 5.86%
---------------------------- -----------------------------
Total Interest Bearing Liabilities......... 8,780,279 267,591 4.07% 7,781,384 245,888 4.22%
---------------------------- -----------------------------
Rate Spread.................................... 3.45% 3.71%
NON-INTEREST BEARING LIABILITIES
Demand Deposits................................ 1,336,132 1,047,995
Other Liabilities.............................. 177,898 159,490
-------------- --------------
Total Liabilities............................. 10,294,309 8,988,869
Capital Securities............................. 199,299 199,274
Stockholders' Equity.......................... 825,414 824,658
-------------- --------------
Total Liabilities and Stockholders' Equity... $11,319,022 $10,012,801
============== ==============
Net Interest Income & Net Interest Margin ..... 342,743 4.22% 319,332 4.48%
Less: Tax Equivalent Adjustment................ (5,890) (4,236)
-------------- ---------------
Net Interest Income....................... $336,853 $315,096
============== ===============
</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) Interest income on a tax equivalent basis includes the additional amount of
income that would have been earned if the Company's investment in tax
exempt money market investments, state and municipal obligations,
non-taxable loans, equity securities and U.S. Treasuries had been made in
securities and loans subject to Federal, State and Local income taxes
yielding the same after tax income. The tax equivalent amount for $1.00 of
these aforementioned categories was $1.75 , $1.58, $1.56, $1.43, and $1.03
for the three and nine months ended September 30, 1999; $N/A, $1.58, $1.56,
$1.43, and $1.03 for the three and nine months ended September 30, 1998,
respectively.
14
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NON-INTEREST INCOME
During the third quarter of 1999, non-interest income, exclusive of net
securities gains, increased $.7 million, or 4.5%, to $15.3 million, when
compared to $14.7 million in the comparable prior year period. This growth was
achieved through a $1.2 million, or 18.6%, increase in fees and service charges
on deposit accounts to $7.8 million. This was attributable to increased levels
of demand deposit, revisions to deposit fee structures, and the aforementioned
deposit integration strategy on liabilities assumed in the NYB merger. This
increase was partially offset by a modest decline in investment management,
commissions and trust fees.
Net securities gains recognized during the most recent quarter declined
$3.0 million to $.2 million. During the quarter ended September 30, 1998, gains
totaling $3.1 million resulted primarily from the sale of certain capital
securities issued by other financial institutions.
NON-INTEREST EXPENSE
Non-interest expense increased $2.2 million in the third quarter of 1999 to
$44.4 million, when compared to the comparable prior year period. Compensation
and employee benefits increased $2.0 million during this period, due primarily
to the Company's expanded use of incentive compensation plans to achieve its
objective of growing demand deposits and generating non-interest income, annual
merit increases, and increased costs associated with employee benefits.
Occupancy and equipment expense increased $.6 million, due primarily to costs
associated with the opening of de novo branches in the New York City market.
In the nine month period ended September 30, 1998, the Company recorded a
$6 million intangible asset write-down associated with a purchase transaction of
a predecessor acquired business. This asset was reviewed for possible
impairment due to the Company's acquisition of NYB and the consolidation of
certain overlapping branch locations. The remaining assets and liabilities
associated with the acquired business were branch facilities and customer
deposit liabilities. The impact of the branch facilities was reviewed and
determined to have a de minimis effect on the overall analysis. As of March
1998, the unamortized balance of the intangible asset was $11.2 million and the
remaining customer deposit balances were $73.2 million. The Company utilized
quoted market prices for branch purchase and sale transactions at the time of
the analysis to evaluate the intangible asset's remaining value and,
consequently, a $6 million charge was taken for the amount in excess of the
current fair market value.
The Company'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 and other non-recurring income, was
33.7% in the 1999 third quarter, as compared with 34.5% for the comparable prior
year period. The core efficiency ratio demonstrates management's ability to
maintain a disciplined approach to monitoring its operating structure and
controlling related costs.
INCOME TAXES
The effective tax rate for the three and nine months ended September 30,
1999 remained unchanged at 35%, when compared to the effective tax rate,
exclusive of the merger related restructure charge and special items recognized
during 1998. Management anticipates that the effective tax rate for the
remainder of 1999 will remain at approximately 35%.
LOAN PORTFOLIO
The following table represents the components of the loan portfolio for
the periods indicated:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
SEPT. 30, % OF DEC. 31, % OF SEPT. 30, % OF
(dollars in thousands) 1999 TOTAL 1998 TOTAL 1998 TOTAL
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage Loans-Residential........... $2,132,903 33% $1,901,759 33% $1,914,034 35%
Mortgage Loans-Multi-Family.......... 1,675,606 26% 1,651,590 29% 1,661,399 29%
Mortgage Loans-Commercial............ 1,216,663 19% 1,104,228 19% 1,106,351 19%
Consumer Loans and Leases............ 690,029 11% 481,691 9% 451,978 8%
Commercial & Industrial.............. 611,687 10% 520,130 9% 471,665 8%
Construction and Land Loans......... 72,832 1% 72,026 1% 68,299 1%
----------------------------------------------------------------------------------
$6,399,720 100% $5,731,424 100% $5,673,726 100%
===================================================================================
</TABLE>
The loan portfolio is concentrated primarily in loans secured by real
estate in the New York metropolitan area. The risk inherent in the 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.
15
<PAGE> 16
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
LOAN PORTFOLIO (CONTINUED)
At September 30, 1999, loans outstanding totaled $6.4 billion, as compared
to $5.7 billion at December 31, 1998 and September 30, 1998. While experiencing
solid growth in most loan categories, the absolute growth in the portfolio
balances have been tempered by prepayments. The accelerated level of prepayment
activity is due in large measure to the interest rate environment and aggressive
pricing levels offered by competitors, principally thrift companies and Wall
Street conduits (See "Net Interest Income" section). Management anticipates that
loan growth should continue in the near-term.
The growth in the loan portfolio during recent years has resulted from
both originations and acquisitions. To minimize the credit risk related to the
portfolio's real estate concentration, management utilizes prudent underwriting
standards as well as diversifying the type and locations of loan placements. The
multi-family lending business includes loans on various types and geographically
diverse apartment complexes. Multi-family mortgages are dependent largely on
sufficient income to cover operating expenses and may be affected by government
regulation, such as rent control regulations, which could impact the future cash
flows of the property. Most multi-family mortgages do not fully amortize.
Therefore, the principal outstanding is not significantly reduced prior to
contractual maturity. The residential mortgage portfolio is comprised primarily
of first mortgage loans on owner occupied 1-4 family residences located in the
New York metropolitan area. The commercial mortgage portfolio contains loans
secured by professional office buildings, retail stores, shopping centers and
industrial developments. Commercial loans consist primarily of loans to small
and medium size businesses. Consumer loans represent credit to individuals for
household, family, and other personal expenditures and consist primarily of
loans to finance new and used automobiles. Land loans are used to finance the
acquisition of vacant land for future residential and commercial development.
Construction loans finance the construction of industrial developments and
single-family subdivisions.
The Company's real estate underwriting standards include various limits on
the loan-to-value ratios based on the type of property, and management
considers, among other things, the creditworthiness of the borrower, the
location of the real estate, the condition and value of the security property,
the quality of the organization managing the property, and the viability of the
project including occupancy rates, tenants and lease terms. Additionally, the
underwriting standards require appraisals and periodic inspections of the
properties as well as ongoing monitoring of operating results.
ASSET QUALITY
The components of non-performing assets and restructured, accruing loans
are detailed in the table below:
<TABLE>
<CAPTION>
----------------------------------------------
SEPT. 30, DEC. 31, SEPT. 30,
(in thousands) 1999 1998 1998
----------------------------------------------
<S> <C> <C> <C>
Loans Ninety Days Past Due and Still Accruing............... $4,634 $7,684 $7,209
Non-Accrual Loans........................................... 10,684 7,592 9,914
----------------------------------------------
Non-Performing Loans........................................ 15,318 15,276 17,123
Other Real Estate........................................... 462 3,217 3,269
----------------------------------------------
Non-Performing Assets....................................... $15,780 $18,493 $20,392
==============================================
Restructured, Accruing Loans................................ - $584 $4,298
==============================================
</TABLE>
At September 30, 1999, non-performing assets, which include loans 90 days
past due and still accruing interest, non-accrual loans, and other real estate,
declined by $2.7 million, when compared to $18.5 million at December 31, 1998.
Non-performing assets at September 30, 1999 declined $4.6 million, or 22.6%,
when compared to $20.4 million at September 30, 1998. This decline was achieved
principally through the sale of non-performing assets for cash, principal
repayments on loans, the workout of non-performing loans to performing status,
and charge-offs. Non-performing loans at September 30, 1999 consisted of $4.7
million in residential mortgages, $5.2 million in consumer loans and leases,
$2.3 million in commercial mortgages, $2.4 million in commercial loans, and $.7
million in multi-family mortgages.
16
<PAGE> 17
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
ASSET QUALITY (CONTINUED)
The following table represents a summary of the changes in the allowance
for loan losses:
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 1998
-------------------------------
(dollars in thousands)
<S> <C> <C>
Balance at Beginning of Year.............................................. $71,759 $74,393
Provision for Loan Losses................................................. 3,750 14,500
Recoveries Credited to the Allowance...................................... 3,406 2,748
-------------------------------
78,915 91,641
Losses Charged to the Allowance........................................... (9,965) (17,980)
NYB Net Activity for the Three Months Ended December31, 1997.............. - (55)
-------------------------------
Balance at End of Period.................................................. $68,950 $73,606
===============================
Net Charge-Offs to Average Loans.......................................... 0.15% 0.36%
Non-Performing Assets to Total Assets..................................... 0.13% 0.20%
Allowance for Loan Losses to Period End Loans, net........................ 1.08% 1.30%
Allowance for Loan Losses to Non-performing Loans......................... 450% 430%
</TABLE>
The provision for loan losses for the nine months ended September 30, 1999
declined to $3.8 million, when compared to $14.5 million for the comparable
prior year period. Reflected in the 1998 period was a special provision of $11.5
million. This additional provision was due to the sale of $32 million in
non-performing and marginally performing loans, at amounts below the loans
carrying values, acquired in the NYB merger. Due to the aforementioned sale, the
Company recognized a corresponding charge to the allowance for loan losses. This
decision was predicated on the fact that management could sell these loans into
a liquid market, reinvest the cash into other interest earning assets, and
mitigate potential carrying costs associated with their future workout and
resolution. Historically, NYB did not actively sell non-performing and
marginally performing loans as part of its workout and recovery process.
Subsequent to these sales, the Company restored its post-merger reserve coverage
ratios to approximate pre-merger levels.
The determination of the adequacy of the allowance for loan losses and the
periodic provisioning for estimated losses included in the consolidated
financial statements is the responsibility of management. The evaluation process
is undertaken on a quarterly basis but may increase in frequency should
conditions arise that would require management's prompt attention. Conditions
giving rise to such action are business combinations, opportunities to dispose
of non-performing and marginally performing loans by bulk sale or any
development, which may indicate an adverse trend.
The methodology employed for assessing the appropriateness of the
allowance consists of the following criteria:
[ ] The establishment of reserve amounts for all specifically
identified criticized loans, including those arising from business
combinations, that have been designated as requiring attention by
management's internal loan review program, bank regulatory
examinations or the Company's external auditors.
[ ] An average one year loss factor is applied to smaller balance
homogenous types of loans not subject to specific review. These
loans include residential 1-4 family properties and consumer
loans.
[ ] An allocation to the remaining loans giving effect to historical
loss experience over several years and linked to cyclical trends.
Recognition is also given to the changed risk profile brought about from
previous business combinations, customer knowledge, the results of the ongoing
credit-quality monitoring processes and the cyclical nature of economic and
business conditions. An important consideration in applying these methodologies
is the concentration of real estate related loans located in the New York
metropolitan area.
Since many of the loans depend upon the sufficiency of collateral, any
adverse trend in the real estate markets could seriously affect underlying
values available to protect the Company from loss. This condition existed in the
early part of the decade when the Company experienced sizable real estate loan
losses.
Other evidence used to support the amount of the allowance and its
components are as follows:
[ ] Regulatory examinations
[ ] The amount and trend of criticized loans
[ ] Actual losses
[ ] Peer comparisons with other financial institutions
[ ] Economic data associated with the real estate market in the
Company's market area
[ ] Opportunities to dispose of marginally performing loans for cash
consideration
Based upon the process employed and giving recognition to all attendant
factors associated with the loan portfolio, management considers the allowance
for loan losses to be adequate at September 30, 1999.
17
<PAGE> 18
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
SECURITIES PORTFOLIO
The composition of and the amortized cost and estimated fair values of
available-for-sale and held-to-maturity securities portfolios were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 DECEMBER 31, 1998 SEPTEMBER 30, 1998
-------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasury Securities................ $19,951 $20,013 $30,952 $31,345 $30,955 $31,494
U.S. Government Agencies' Obligations... 118,053 117,582 162,464 167,411 164,387 170,739
Mortgage-Backed Securities.............. 802,747 785,397 728,849 731,815 817,467 827,634
CMO's Agency Issuances.................. 482,846 466,577 190,249 191,961 286,394 289,993
CMO's Private Issuances................. 1,809,350 1,766,311 1,440,806 1,445,481 1,488,280 1,496,603
Equity Securities....................... 261,172 258,987 202,815 207,626 229,647 231,248
Other Securities........................ 193,582 183,330 207,407 204,584 145,756 140,352
-------------------------------------------------------------------------------------------
$3,687,701 $3,598,197 $2,963,542 $2,980,223 $3,162,886 $3,188,063
===========================================================================================
<CAPTION>
-------------------------------------------------------------------------------------------
HELD-TO-MATURITY AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
-------------------------------------------------------------------------------------------
State & Municipal Obligations........... 77,156 76,634 71,837 73,111 67,256 68,810
Mortgage-Backed Securities.............. 466,257 452,681 560,815 562,330 591,593 601,121
CMO's Agency Issuances.................. 16,432 16,391 41,988 42,113 57,871 58,327
CMO's Private Issuances................. 699,689 679,613 873,070 872,914 246,907 248,528
Other Securities........................ 20,444 20,012 23,835 23,728 25,187 25,381
-------------------------------------------------------------------------------------------
$1,279,978 $1,245,331 $1,571,545 $1,574,196 $988,814 $1,002,167
===========================================================================================
</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 ("MBS") 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 September 30, 1999 and 1998 was 3.8 years and 3.6, respectively.
Collateralized mortgage obligations ("CMO") are collateralized by either
U.S. Government Agency MBS's or whole loans, which are principally AAA rated
conservative current pay sequentials or planned amortization class ("PAC")
structures, with a current weighted average life of approximately 2.6 years.
Prepayments on MBS's, including CMO's, are monitored as part of 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 and market rate changes
would have on the MBS portfolio.
At September 30, 1999, equity securities maintained in the
available-for-sale portfolio were comprised of FHLB common stock and common and
preferred stock of certain publicly traded companies. Other securities
maintained in the available-for-sale portfolio consist of capital securities of
certain financial institutions and corporate bonds.
At September 30, 1999, securities carried at $3.4 billion were pledged for
various purposes as required by law and to secure securities sold under
agreements to repurchase and other borrowings.
CAPITAL
The Company 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 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 3% ("Leverage Ratio"). 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 Company's financial statements. As of September 30, 1999,
the most recent notification from the various banking regulators categorized the
Company 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 be subject to any written order, agreement or directive. There
are no conditions or events since such notification that management believes
have changed this classification.
18
<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
CAPITAL (CONTINUED)
The following table sets forth the Company's regulatory capital at
September 30, 1999 and 1998, under the rules applicable at such dates.
Management believes that the Company meets all capital adequacy requirements to
which it is subject.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
--------------------------------------------------------------
(dollars in thousands ) AMOUNT Ratio AMOUNT RATIO
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Tier 1 Capital...................................... $885,598 12.76% $965,592 16.58%
Regulatory Requirement.............................. 277,645 4.00% 233,008 4.00%
--------------------------------------------------------------
Excess.............................................. $607,953 8.76% $732,584 12.58%
==============================================================
Total Risk Adjusted Capital......................... $954,548 13.75% $1,038,417 17.83%
Regulatory Requirement.............................. 555,289 8.00% 466,017 8.00%
--------------------------------------------------------------
Excess.............................................. $399,259 5.75% $572,400 9.83%
==============================================================
Risk Weighted Assets................................ $6,941,115 $5,825,209
=============== ============
</TABLE>
The Company's leverage ratio at September 30, 1999 and September 30, 1998
was 7.65% and 9.68%, respectively. The Tier 1, total risk-based and leverage
capital ratios of North Fork were 10.95%, 11.96%, and 6.45%, respectively, at
September 30, 1999.
The Company's regulatory capital ratios, when comparing September 30, 1999
to September 30, 1998, were impacted by (a) management's decision to utilize its
excess capital by increasing its level of interest earning assets (see the "Net
Interest Income" section for further discussion); and (b) the acquisition of
treasury shares under the October 1998 share repurchase program and the August
1999 purchase program instituted in connection with the Reliance purchase
transaction (see the "Pending Business Combinations" section for further
discussion). While there can be no assurances provided relative to the Company's
success in purchasing the remaining shares, management believes that it can be
accomplished prior to consummation of the Reliance transaction funded
principally with dividends from North Fork. Upon completion of the share
purchase program, both the Company and North Fork will continue to meet the
regulatory capital guidelines for well-capitalized institutions. (See the
Liquidity" section for a further discussion on dividend availability from
North Fork.)
YEAR 2000
The Year 2000 date change (commonly referred to as "Y2K") creates numerous
technical issues resulting from computer technology using two digit date fields,
rather than four digits, to define the applicable year. The Y2K date change,
which is common to most corporations including banks, concerns the inability of
information systems, primarily, but not exclusively, computer software programs,
to properly recognize and process date sensitive information beyond January 1,
2000.
The Company's information systems are primarily processed in-house, using
programs developed by third-party vendors and to a lesser extent, utilizing
third-party service providers. Therefore, the direct effort to correct Y2K
issues has been undertaken largely by third parties and has not been within the
Company's direct control. The Company has brought mission critical systems into
compliance through the installation of updated or replacement programs developed
by these third parties.
The Company began addressing the Y2K date change in October 1996 with the
establishment of a Y2K Committee ("the Committee"). The Committee is comprised
of senior management and personnel representing various areas directly or
indirectly affected by the Y2K date change. A formal Year 2000 program was
developed by the Committee and initially approved by the Board of Directors in
1997. The Committee completed an assessment of its information technology ("IT")
and non-IT systems, identified mission critical systems, and created a formal
tracking system. Mission critical systems have been defined as all computer
hardware and software necessary for the successful continuation of a core
business activity.
In addition to the computer systems identified as mission critical, the
Committee also identified other essential services that may be impacted by Y2K
date change such as utilities, telecommunications, and credit bureau
information. The Committee communicates with the providers of these essential
services to monitor their progress in addressing Y2K issues. To date, no
information has been provided to suggest such essential services are not Y2K
compliant.
The Company's plan to address the Y2K date change was developed in
accordance with the management process outlined in the Federal Financial
Institutions Examination Council ("FFIEC") Year 2000 statement issued on May 5,
1997, which consisted of the following phases: (a) awareness; (b) assessment;
(c) renovation; (d) validation; and (e) implementation. Numerous subsequent
FFIEC statements have been issued, which have been incorporated into the Year
2000 program. The Company has completed each of these phases and management
believes that the Company is Year 2000 ready. On an ongoing basis, third-party
service provider and vendor progress in addressing the Y2K issue is monitored.
19
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
YEAR 2000 (CONTINUED)
Contingency plans, which include timetables and various alternatives based
upon the failure of a system(s) to be adequately modified and/or sufficiently
tested and validated to ensure Year 2000 compliance, have been developed. These
contingency plans are refined on an ongoing basis. There can be no assurance
that either the Year 2000 program or contingency plans will avoid partial or
total system interruptions.
Since implementing the Y2K Program, the Company has expended approximately
$2.7 million with external vendors. During the most recent quarter, the Company
incurred approximately $.1 million in Y2K related expenses. The principal
components of the expenditures incurred have been for the replacement of
personal computer equipment and the purchase or upgrade of third-party software.
External modification and internal costs have been expensed as incurred. Costs
of new hardware and software have been capitalized and are being depreciated in
accordance with policies. If the Year 2000 Program is unsuccessful, it may have
a material, adverse effect on its future operating results and financial
condition.
Recognizing the importance of customer awareness, the Company provides Y2K
information to the various segments of its customer base, including all
depositors. Additionally, an assessment of the Y2K readiness of the significant
loan customers has been completed and is updated as needed.
ASSET/LIABILITY MANAGEMENT
The Company'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 assets and liabilities, and the credit quality of the loan
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 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 interest earning assets and interest bearing liabilities, net interest
margin, capital and liquidity, and to evaluate the Company'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 a traditional gap analysis. This model measures net interest
income sensitivity and volatility to interest rate changes. It 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 estimate and project the impact of
changes in interest rates on net interest income. This relative sensitivity is
important to consider since the Company'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. Management may choose to extend the maturity of its
funding source and/or reduce the repricing mismatches of its assets or
liabilities by using interest rate swaps. Additionally, management may use
interest rate collars, interest rate floors, and interest rate cap agreements to
assist in insulating it from volatile interest rate changes.
Based upon the aforementioned factors regarding the simulation model,
projected net interest income for the next twelve months was modeled based on
both an immediate rise and fall in interest rates as well as gradual movements
in interest rates over the twelve-month period. Based on the information and
assumptions in effect at September 30, 1999, management believes that a 100
basis point gradual increase in interest rates over the next twelve months would
decrease net interest income by $.5 million, or 3.6%, while a gradual decrease
in interest rates would increase net interest income by $.5 million, or 3.6%.
20
<PAGE> 21
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
ASSET/LIABILITY MANAGEMENT (CONTINUED)
Management utilizes the traditional gap analysis to complement its income
simulation modeling, primarily focusing on the longer term structure of the
balance sheet, since the gap analysis does not assess the relative sensitivity
of assets and liabilities to changes in interest rates. The gap analysis is
prepared based on the maturity and repricing characteristics of interest earning
assets and interest bearing liabilities for selected time periods. The mismatch
between repricings or maturities within a time period is commonly referred to as
the "gap" for that period. A positive gap (asset sensitive), where interest-rate
sensitive assets exceed interest-rate sensitive liabilities, generally will
result in the net interest margin increasing in a rising rate environment and
decreasing in a falling rate environment. A negative gap (liability sensitive)
will generally have the opposite results on the net interest margin. However,
the gap analysis is static in nature; therefore, the maturity and repricing
characteristics of interest earning assets and interest bearing liabilities can
change considerably with changes in interest rates.
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.
Sources of liquidity include dividends from its subsidiaries, borrowings,
the sale of securities from the available-for-sale portfolio, and funds
available through the capital markets. Dividends from the Company's primary
subsidiary, North Fork, 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 had $207.3 million of
retained earnings available for dividends as of October 1, 1999. The current
dividend availability at North Fork would be sufficient to allow the Company to
complete its current share purchase program in connection with the Reliance
purchase acquisition (See the "Pending Business Combinations" section for
further discussion).
The Bank subsidiaries have numerous sources of liquidity. These include
loan and security principal repayments and maturities, lines-of-credit with
other financial institutions, the ability to borrow under repurchase agreements
and FHLB advances utilizing its unpledged securities and mortgage related loan
portfolios, respectively, the sale of securities from their available-for-sale
portfolios, the securitization of loans, whole loan sales, and growth in their
core deposit bases.
The Bank subsidiaries currently have the ability to borrow an additional
$2.5 billion on a secured basis, utilizing mortgage related loans and securities
as collateral. At September 30, 1999, the Company had $3.0 billion in
outstanding borrowings with the FHLB.
The Company 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 Company and its banking
subsidiaries have sufficient liquidity to meet their operating requirements.
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 15, 1999 /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
SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------------
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income.............................................. $54,130,391 $52,666,723 $166,057,908 $110,938,798
Common Equivalent Shares:
Weighted Average Common Shares Outstanding.............. 134,484,046 141,810,526 137,341,524 140,547,095
Weighted Average Common Equivalent Shares .............. 779,862 923,912 855,075 1,132,553
--------------------------------------------------------------
Weighted Average Common and Common Equivalent Shares.... 135,263,908 142,734,438 138,196,599 141,679,648
==============================================================
Net Income per Common Equivalent Share - Basic.......... $0.40 $0.37 $1.21 $0.79
Net Income per Common Equivalent Share - Diluted........ $0.40 $0.37 $1.20 $0.78
</TABLE>
23
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 164,416
<INT-BEARING-DEPOSITS> 161,656
<FED-FUNDS-SOLD> 38,500
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,598,197
<INVESTMENTS-CARRYING> 1,279,978
<INVESTMENTS-MARKET> 1,245,331
<LOANS> 6,399,720
<ALLOWANCE> 68,950
<TOTAL-ASSETS> 11,914,847
<DEPOSITS> 6,570,898
<SHORT-TERM> 2,026,500
<LIABILITIES-OTHER> 431,220
<LONG-TERM> 2,143,916
0
0
<COMMON> 362,816
<OTHER-SE> 354,760
<TOTAL-LIABILITIES-AND-EQUITY> 11,914,847
<INTEREST-LOAN> 126,400
<INTEREST-INVEST> 79,700
<INTEREST-OTHER> 2,121
<INTEREST-TOTAL> 208,221
<INTEREST-DEPOSIT> 40,024
<INTEREST-EXPENSE> 94,857
<INTEREST-INCOME-NET> 113,364
<LOAN-LOSSES> 1,250
<SECURITIES-GAINS> 180
<EXPENSE-OTHER> 44,354
<INCOME-PRETAX> 83,277
<INCOME-PRE-EXTRAORDINARY> 83,277
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,130
<EPS-BASIC> 0.40
<EPS-DILUTED> 0.40
<YIELD-ACTUAL> 4.09
<LOANS-NON> 10,684
<LOANS-PAST> 4,634
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 71,759
<CHARGE-OFFS> 9,965
<RECOVERIES> 3,406
<ALLOWANCE-CLOSE> 68,950
<ALLOWANCE-DOMESTIC> 68,950
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
