<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: MARCH 31, 1999
--------------
NORTH FORK BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-3154608
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 BROAD HOLLOW ROAD, MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
</TABLE>
(516) 844-1004
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASSES OF COMMON STOCK NUMBER OF SHARES OUTSTANDING 5/11/99
- - - - - - - - - - - - - ----------------------- -------------------------------------
<S> <C>
$2.50 PAR VALUE 140,189,809
</TABLE>
1
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
North Fork Bancorporation, Inc. and Subsidiaries.
(1.)Consolidated Balance Sheets.
(2.)Consolidated Statements of Income.
(3.)Consolidated Statements of Comprehensive Income.
(3.)Consolidated Statements of Cash Flows.
(5.)Consolidated Statements of Changes in Stockholders' Equity.
(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:
<TABLE>
<CAPTION>
(a) Exhibit # Description
--- --------- -----------
<S> <C> <C>
(11) Statement Re: Computation of per share
earnings.
(27) Financial Data Schedule.
</TABLE>
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
--------------------------------------------------
MARCH 31, DECEMBER 31, MARCH 31,
1999 1998 1998
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS:
Cash & Due from Banks ..................................................... $ 140,431 $ 151,576 $ 152,011
Interest Earning Deposits ................................................. 5,450 11,929 6,121
Federal Funds Sold ........................................................ 35,000 17,000 17,500
Securities:
Available-for-Sale ..................................................... 3,450,298 2,980,223 3,055,667
Held-to-Maturity ....................................................... 1,444,261 1,571,545 709,600
------------ ------------ ------------
Total Securities .................................................... 4,894,559 4,551,768 3,765,267
------------ ------------ ------------
Loans ..................................................................... 5,917,992 5,731,424 5,782,215
Less: Unearned Income ................................................... 16,173 17,131 21,408
Allowance for Loan Losses ..................................... 70,191 71,759 75,103
------------ ------------ ------------
Net Loans ............................................... 5,831,628 5,642,534 5,685,704
------------ ------------ ------------
Intangible Assets ......................................................... 82,602 84,676 88,229
Premises & Equipment ...................................................... 71,361 72,023 71,166
Accrued Income Receivable ................................................. 71,062 66,951 66,584
Other Assets .............................................................. 89,016 81,099 71,926
------------ ------------ ------------
Total Assets ......................................................... $ 11,221,109 $ 10,679,556 $ 9,924,508
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits ........................................................... $ 1,293,555 $ 1,263,105 $ 1,011,504
Savings, NOW & Money Market Deposits ..................................... 2,884,281 2,950,022 3,001,146
Other Time Deposits ....................................................... 1,632,323 1,672,478 1,887,030
Certificates of Deposit, $100,000 & Over ................................. 686,789 542,017 471,428
------------ ------------ ------------
Total Deposits ....................................................... 6,496,948 6,427,622 6,371,108
------------ ------------ ------------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase ............................................... 3,331,796 2,955,096 2,002,690
Other Borrowings .......................................................... 185,000 35,000 385,000
Accrued Expenses & Other Liabilities ...................................... 159,434 231,299 160,963
------------ ------------ ------------
Total Liabilities ................................................... $ 10,173,178 $ 9,649,017 $ 8,919,761
------------ ------------ ------------
Capital Securities ........................................................ $ 199,295 $ 199,289 $ 199,270
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 145,018,425 shares at March 31, 1999 ........................... 362,546 362,312 357,641
Additional Paid in Capital ................................................ 33,438 32,044 3,703
Retained Earnings ......................................................... 574,364 541,967 456,412
Accumulated Other Comprehensive Income - Unrealized Gains
on Securities Available-for-Sale, net of taxes ........................ 308 9,337 26,283
Deferred Compensation ..................................................... (23,550) (24,365) (18,817)
Treasury Stock at cost; 4,249,492 shares at March 31, 1999 ............... (98,470) (90,045) (19,745)
------------ ------------ ------------
Total Stockholders' Equity .......................................... 848,636 831,250 805,477
------------ ------------ ------------
Total Liabilities and Stockholders' Equity .......................... $ 11,221,109 $ 10,679,556 $ 9,924,508
============ ============ ============
</TABLE>
3
<PAGE> 4
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
(in thousands, except per share amounts) 1999 1998
--------- ---------
<S> <C> <C>
INTEREST INCOME:
Loans ................................................ $ 119,947 $ 123,494
Mortgage-Backed Securities ........................... 62,660 54,491
Other Securities ..................................... 7,373 4,577
U.S. Treasury & Government Agency Securities ......... 2,899 5,825
State & Municipal Obligations ........................ 809 1,298
Federal Funds Sold ................................... 79 755
Interest Earning Deposits ............................ 89 66
--------- ---------
Total Interest Income ................................ 193,856 190,506
--------- ---------
INTEREST EXPENSE:
Savings, NOW & Money Market Deposits ................. 13,083 16,612
Other Time Deposits .................................. 19,794 24,263
Certificates of Deposit, $100,000 & Over ............. 7,593 6,607
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase .......................... 42,178 31,885
Other Borrowings ..................................... 1,117 6,932
--------- ---------
Total Interest Expense ............................ 83,765 86,299
--------- ---------
Net Interest Income ............................... 110,091 104,207
Provision for Loan Losses ............................ 1,250 12,500
--------- ---------
Net Interest Income after Provision for Loan Losses 108,841 91,707
--------- ---------
NON-INTEREST INCOME:
Fees & Service Charges on Deposit Accounts ........... 6,567 6,427
Investment Management, Commissions & Trust Fees ...... 4,369 2,473
Mortgage Banking Operations .......................... 941 1,023
Other Operating Income ............................... 2,433 3,845
Net Securities Gains/(Losses) ........................ 2,703 (2,517)
--------- ---------
Total Non-Interest Income ....................... 17,013 11,251
--------- ---------
NON-INTEREST EXPENSE:
Compensation & Employee Benefits ..................... 21,231 22,942
Occupancy & Equipment, net ........................... 6,966 7,499
Capital Securities Costs ............................. 4,211 4,211
Amortization & Write-down of Intangible Assets ....... 2,075 8,168
Other Operating Expense .............................. 8,951 11,560
Merger Related Restructure Charge .................... -- 52,452
--------- ---------
Total Non-Interest Expense ....................... 43,434 106,832
--------- ---------
Income/(Loss) Before Income Taxes .................... 82,420 (3,874)
Provision/(Benefit) for Income Taxes ................. 28,852 (11,250)
--------- ---------
Net Income ...................................... $ 53,568 $ 7,376
========= =========
PER SHARE:
Earnings Per Share - Basic ........................... $ 0.38 $ 0.05
Earnings Per Share - Diluted ......................... $ 0.38 $ 0.05
Cash Dividends ....................................... $ 0.150 $ 0.125
Weighted Average Shares Outstanding - Basic .......... 139,289 138,480
Weighted Average Shares Outstanding - Diluted ........ 140,205 140,705
</TABLE>
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
1999 1998
--------- ---------
<S> <C> <C>
Net Income ...................................... $ 53,568 $ 7,376
Other Comprehensive Income, net
of Income Taxes:
Unrealized (Losses)/Gains on
Securities Available for Sale ........ (6,326) 6,642
Less: Reclassification of Realized (Losses)/Gains
Included in Net Income ............... (2,703) 2,517
Other Comprehensive Income ...................... (9,029) 9,159
Comprehensive Income ............................ $ 44,539 $ 16,535
</TABLE>
5
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .................................................................. $ 53,568 $ 7,376
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses ................................................... 1,250 12,500
Depreciation and Amortization ............................................... 2,946 2,844
Amortization and Write-down of Intangible Assets ............................ 2,075 8,168
Amortization of Securities Premiums ......................................... 3,532 3,007
Accretion of Discounts and Net Deferred Loan Fees ........................... (2,253) (3,245)
Net Securities (Gains)/Losses ............................................... (2,703) 2,517
Other, Net .................................................................. (56,320) 48,793
--------- ---------
Net Cash Provided by Operating Activities ............................... 2,095 81,960
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Securities Held-to-Maturity .................................... (14,312) --
Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity ............................................. 140,839 107,367
Purchases of Securities Available-for-Sale .................................. (939,878) (626,724)
Proceeds from Sales of Securities Available-for-Sale ........................ 17,010 363,235
Maturities, Redemptions, Calls and Principal Repayments on
Securities Available-for-Sale ........................................... 434,409 287,519
Loans Originated, Net of Principal Repayments and Charge-offs ............... (230,085) (66,658)
Proceeds from the Sale of Loans ............................................. 41,086 57,250
Transfers to Other Real Estate, Net of Sales ................................ 368.00 1,273
Purchases of Premises and Equipment, Net .................................... (1,500) 3,849
--------- ---------
Net Cash (Used in)/Provided by Investing Activities ..................... (552,063) 127,111
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase/(Decrease) in Customer Deposits Liabilities .................... 69,326 (12,162)
Net Increase/(Decrease) in Borrowings ....................................... 526,700 (222,552)
Purchase of Treasury Stock .................................................. (8,368) --
Common Stock Sold for Cash .................................................. 1,611 23,968
Cash Dividends Paid ......................................................... (38,925) (13,364)
--------- ---------
Net Cash Provided by/(Used in) Financing Activities ..................... 550,344 (224,110)
--------- ---------
Net Increase/(Decrease) in Cash and Cash Equivalents .................... 376.00 (15,039)
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 .............................. $ 180,881 $ 175,632
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest Expense ........................................................ 77,090 87,947
========= =========
Income Taxes ............................................................ 69,391 19,507
========= =========
Securities Transferred from Held-to-Maturity to Available-for-Sale due to the
Merger with NYB ......................................................... -- 913,598
========= =========
The Company Purchased Various Securities which
Settled in the Subsequent Period ........................................ 6,462 10,467
========= =========
</TABLE>
6
<PAGE> 7
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Additional Unrealized
Common Paid in Retained Securities Deferred Treasury
Stock Capital Earnings Gains Compensation Stock Total
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 ..................... $ 256,790 $ 127,853 $ 469,616 $ 17,124 ($ 19,361) ($ 81,133) $ 770,889
Net Income ..................................... -- -- 7,376 -- -- -- 7,376
Cash Dividends ($.125 per share) .............. -- -- (17,789) -- -- -- (17,789)
Cash Dividends-NYB Pre-Merger .................. -- -- (3,219) -- -- -- (3,219)
Issuance of Stock for the 3-for-2 Stock Split .. 119,214 (119,214) -- -- -- -- --
Issuance of Stock (1,102,769 shares) ........... 53 13,764 -- -- -- 12,214 26,031
NYB Common Stock Retirement (12,740,406 shares) (21,234) (35,398) -- -- -- 56,632 --
Restricted Stock Activity, net ................. -- -- -- -- 544 (18) 526
Stock Based Compensation Activity, net ......... 2,818 16,698 (11,524) -- -- (7,440) 552
NYB Net Income for the Three Months
Ended December 31, 1997 .................... -- -- 11,992 -- -- -- 11,992
Amortization of Unrealized Loss on Securities
Transferred from Available-for-Sale to
Held-to-Maturity ........................... -- -- (40) (291) -- -- (331)
Adjustment to Unrealized Gains on Securities
Available-for-Sale, net of taxes ......... -- -- -- 9,450 -- -- 9,450
--------- --------- --------- --------- --------- --------- ---------
BALANCE, MARCH 31, 1998 ........................ $ 357,641 $ 3,703 $ 456,412 $ 26,283 ($ 18,817) ($ 19,745) $ 805,477
========= ========= ========= ========= ========= ========= =========
BALANCE, DECEMBER 31, 1998 ..................... $ 362,312 $ 32,044 $ 541,967 $ 9,337 ($ 24,365) ($ 90,045) $ 831,250
Net Income ..................................... -- -- 53,568 -- -- -- 53,568
Cash Dividends ($.15 per share) ............... -- -- (20,999) -- -- -- (20,999)
Issuance of Stock (65,711 shares) .............. 164 1,301 -- -- -- -- 1,465
Purchases of Treasury Stock (394,100 shares) ... -- -- -- -- -- (8,368) (8,368)
Restricted Stock Activity, net ................. -- (1) -- -- 815 (68) 746
Stock Based Compensation Activity, net ......... 70 94 -- -- -- 11 175
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 ......... -- -- -- (9,201) -- -- (9,201)
--------- --------- --------- --------- --------- --------- ---------
BALANCE, MARCH 31, 1999 ........................ $ 362,546 $ 33,438 $ 574,364 $ 308 ($ 23,550) ($ 98,470) $ 848,636
========= ========= ========= ========= ========= ========= =========
</TABLE>
7
<PAGE> 8
NORTH FORK BANCORPORATION, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1999 AND 1998
BASIS OF PRESENTATION
North Fork Bancorporation, Inc. (the "Company") through its primary 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 banking and financial
services to middle market and small business organizations, local governmental
units, and retail customers in the New York metropolitan area. Its other bank
subsidiary, Superior Savings of New England ("Superior"), operates from one
location in the Connecticut county of New Haven where it conducts a telebanking
operation and plans to deliver a complete internet banking solution in the near
future.
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 months ended March 31, 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.
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign currency denominated forecasted
transaction. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation.
Under SFAS 133, an entity that elects to apply hedge accounting is required to
establish, at the inception of the hedge, the method it will use for assessing
the effectiveness of the hedging derivative and the measurement approach for
determining the ineffective aspect of the hedge. Those methods must be
consistent with the entity's approach to managing risk.
SFAS 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Management is currently evaluating the effect SFAS 133 will
have on its financial statements. At March 31, 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
Certain statements under this caption, which involve risk and
uncertainties, 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 in the
banking and financial services industry; (3) changes in the interest rate
environment, with reductions in bank margins; and (4) changes in state and
federal regulation of banking institutions.
OVERVIEW
The Company recognized net income of $53.6 million, or diluted earnings per
share of $.38, for the first quarter ended March 31, 1999, as compared with net
income of $7.4 million, or diluted earnings per share of $.05 for the first
quarter ended March 31, 1998. The 1998 results included, for the first time, the
operating results of New York Bancorp ("NYB"), which was acquired in a
pooling-of-interests transaction on March 27, 1998. Net income and diluted
earnings per share during 1998 were impacted by the recognition of a merger
related restructure charge and special items. The aggregate of these items was
$74.3 million, or $38.6 million after taxes. They 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, due to the
realignment of the Company's business arising from the merger, 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.
Net income and diluted earnings per share for the first three months of
1998, exclusive of the aforementioned items, were $46.0 million or $.33 per
share. Return on average total assets and return on average stockholders'
equity, excluding these items were 1.81% and 24.20%, respectively.
On March 23, 1999, the Board of Directors increased the Company's regular
quarterly cash dividend to $.15 from $.125 per common share. The dividend is
payable May 14, 1999 to shareholders of record at the close of business April
23, 1999.
In October 1998, the Board of Directors approved the repurchase of up to
14.3 million of the Company's common shares, or approximately 10% of its shares
outstanding. As of March 31, 1999, approximately 3.4 million shares had been
repurchased.
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 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 in the quarter ended March 31, 1999 increased $5.9
million, or 5.6%, to $110.1 million, when compared to $104.2 million for the
comparable 1998 period. This growth was achieved through an increase in the
level of average interest earning assets, partially offset by a modest decline
in the net interest margin to 4.36% from 4.41%.
Interest income increased $3.4 million, to $193.9 million in the 1999 first
quarter, when compared to $190.5 million in the comparable 1998 period.
Contributing to the growth was a $555.6 million, or 5.7%, increase in average
interest earning assets to $10.4 billion, partially offset by a 34 basis decline
in the yield on interest earning assets to 7.64% for the most recent quarter,
when compared to 7.98% in 1998. Average securities grew $598.6 million, or
15.2%, representing the principle component of the increase in interest earning
assets. The yield on average securities declined to 6.67% for the first quarter
of 1999 when compared to 7.01% in the comparable prior year quarter, adversely
impacting interest income. This 34 basis point decline was due to the
aforementioned growth in the securities portfolio, prepayment activity, and the
reinvestment of related cash flows into lower yielding securities reflecting
market interest rates at the time.
Average loans remained unchanged at $5.8 billion in the first quarter of
1999, when compared to comparable 1998 period levels. Loans represented 56% of
average interest earning assets and 89.6% of average total deposits. However,
interest income was negatively impacted as the yield on average loans declined
25 basis points to 8.42% for the first quarter of 1999, when compared to 8.67%
for 1998, due to intense competition for quality loans and the heavy volume of
prepayment and refinancing activity.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NET INTEREST INCOME (CONTINUED)
Interest expense declined $2.5 million, or 2.9%, to $83.8 million
reflecting an average cost of funds of 4.03% for the first quarter of 1999, when
compared to $86.3 million, or a 4.29%, average cost of funds for the comparable
1998 period. Average time and savings deposits, which continue to represent a
stable funding source, were $5.2 billion, reflecting an average cost of funds of
3.13% during the first quarter of 1999, when compared to $5.4 billion, with an
average cost of funds of 3.54% for the comparable 1998 period. Both interest
bearing customer deposit liability levels and the corresponding cost of funds
trends were impacted by management implementing its pricing and integration
strategy on customer deposit liabilities assumed in the NYB merger.
Average total borrowings increased $478.5 million, or 17.7%, to $3.2
billion during the first quarter of 1999, when compared to $2.7 billion during
the comparable prior year period. The average cost of funds on total borrowings
during these periods declined 31 basis points to 5.52% from 5.83%. The increased
borrowing activity was necessitated in order to fund the increase in average
interest earning assets, principally the purchase of mortgage-backed and
collateralized mortgage-backed securities.
As previously stated, the Company experienced a modest decline in its net
interest margin in the 1999 first quarter when compared to 1998. Similarly, the
Company's net interest margin declined on a linked quarter basis by nine basis
points when compared to 4.45% in the final quarter of 1998. This decline was
expected as competition for quality loans continued and the Company utilized its
capital base by funding earning asset growth with borrowings at rates generally
higher than its deposit costs. Management anticipates that this trend will
continue into the second quarter.
Average demand deposits increased $258.5 million, or 26.8%, to $1.2 billion
during the 1999 first quarter, as compared to $963.6 million in the 1998 first
quarter. The growth in demand deposits has resulted from managements success
converting acquired savings bank locations into full-service commercial banking
locations, and an emphasis on developing long-term deposit relationships with
its borrowers. At March 31, 1999, demand deposits represented 19.9% of total
deposits, as compared to 15.9% at March 31, 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.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999 VS. 1998
--------------------------------------------
CHANGE IN
AVERAGE AVERAGE NET INTEREST
(in thousands) VOLUME RATE INCOME
-------- -------- --------
<S> <C> <C> <C>
INTEREST INCOME FROM EARNING ASSETS:
Interest Earning Deposits ................. $ 16 $ 7 $ 23
Securities ................................ 9,692 (3,183) 6,509
Loans, net of unearned income ............. (6) (3,567) (3,573)
Federal Funds Sold ........................ (521) (155) (676)
-------- -------- --------
Total Interest Income .................. 9,181 (6,898) 2,283
-------- -------- --------
INTEREST EXPENSE ON LIABILITIES:
Savings, N.O.W. & Money Market Deposits ... (235) (3,294) ($ 3,529)
Time Deposits ............................. (1,944) (1,539) (3,483)
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase .......... 12,069 (1,776) 10,293
Other Borrowings .......................... (5,202) (613) (5,815)
-------- -------- --------
Total Interest Expense ................. 4,688 (7,222) (2,534)
-------- -------- --------
Net Change in Net Interest Income ......... $ 4,493 $ 324 $ 4,817
======== ======== ========
</TABLE>
(1) The above table is presented on a tax equivalent basis.
(2) Non-accrual loans are included in average loans, net of unearned income.
10
<PAGE> 11
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 month period ended March 31, 1999 and 1998, respectively.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998
-------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands ) BALANCE INTEREST RATE BALANCE INTEREST RATE
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Interest Earning Deposits ..................... $8,406 $89 4.29% $6,880 $66 3.89%
Securities .................................... 4,543,862 74,691 6.67% 3,945,275 68,182 7.01%
Loans, net of unearned income (1) ............. 5,791,518 120,200 8.42% 5,791,780 123,773 8.67%
Federal Funds Sold ............................ 7,244 79 4.42% 51,503 755.00 5.95%
---------- ---------- --------- ----------
Total Interest Earning Assets ............... 10,351,030 195,059 7.64% 9,795,438 192,776 7.98%
---------- ---------- --------- ----------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks ....................... 164,017 152,748
Other Assets (2) .............................. 366,784 330,070
----------- -----------
Total Assets ................................ $10,881,831 $10,278,256
=========== ===========
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits ....... $2,962,405 $13,083 1.79% $3,005,521 $16,612 2.24%
Time Deposits ................................. 2,278,326 27,387 4.88% 2,441,100 30,870 5.13%
---------- ---------- --------- ----------
Total Savings and Time Deposits ............. 5,240,731 40,470 3.13% 5,446,621 47,482 3.54%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase .............. 3,114,335 42,178 5.49% 2,224,817 31,885 5.81%
Other Borrowings .............................. 66,667 1,117 6.80% 477,731 6,932 5.88%
---------- ---------- --------- ----------
Total Borrowings ............................ 3,181,002 43,295 5.52% 2,702,548 38,817 5.83%
---------- ---------- --------- ----------
Total Interest Bearing Liabilities ........ 8,421,733 83,765 4.03% 8,149,169 86,299 4.29%
---------- ---------- --------- ----------
Rate Spread ................................... 3.61% 3.69%
NON-INTEREST BEARING LIABILITIES
Demand Deposits ............................... 1,222,034 963,557
Other Liabilities ............................. 194,404 176,116
----------- -----------
Total Liabilities ............................ 9,838,171 9,288,842
Capital Securities ............................ 199,293 199,268
Stockholders' Equity ......................... 844,367 790,146
----------- -----------
Total Liabilities and Stockholders' Equity .. $10,881,831 $10,278,256
=========== ===========
Net Interest Income & Net Interest Margin ..... 111,294 4.36% 106,477 4.41%
Less: Tax Equivalent Adjustment ............... (1,203) (2,270)
---------- ---------
Net Interest Income ...................... $110,091 $104,207
========== =========
</TABLE>
(1) Non-accrual loans are included in average loans, net of unearned income.
(2) Unrealized gains/(losses) on available-for-sale securities are recorded in
other assets.
(3) The above table is presented on a tax equivalent basis.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NON-INTEREST INCOME
Non-interest income, exclusive of net securities gains, increased modestly
to $14.3 million in the first quarter of 1999, when compared to $13.8 million in
the comparable prior year period This modest rise was achieved through a $.1
million or 2.2% increase in fees and service charges on deposit accounts to $6.6
million, a $1.9 million, or 76.7% increase in investment management and trust
fees to $4.4 million, partially offset by a $1.4 million or 36.7% decline in
other operating income to $2.4 million. Contibuting to the growth in investment
management, commissions and trust fees are the operating results of Amivest,
which was acquired in June 1998.
For the quarter ended March 31, 1999, net securities gains were $2.7
million, compared with net securities losses of $2.5 million in the comparable
prior year period. Net securities gains recognized during the most recent
quarter resulted principally from the sale of equity positions of certain
publicly traded companies. Management has been successful in making investments
in publicly traded companies that have materialized as a source of such gains.
The $2.5 million in net securities losses recognized in the 1998 first quarter
resulted from the transfer of approximately $913 million in securities from
held-to-maturity to available-for-sale, with $415 million of such securities
being identified for sale at the time of reclassification.
NON-INTEREST EXPENSE
Non-interest expense declined $3.1 million to $43.4 million during the most
recent quarter, as compared to $46.6 million in the first quarter of 1998, when
adjusted for the merger related restructure charge of $52.5 million, the $6
million write-down in intangible assets, due to the realignment of the Company's
business arising from the NYB merger, and $1.8 million in other special items
incurred in connection with the merger.
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, improved to 34.54% in the 1999 first
quarter, as compared with 38.58% for the comparable prior year period. The
improvement in the core efficiency ratio demonstrates management's ability to
employ its disciplined merger and acquisition strategy by successfully reducing
operating costs and enhancing its revenue base post-merger.
INCOME TAXES
The Company's effective tax rate of 35% for the first quarter of 1999
remained unchanged when compared to the effective tax rate for the first quarter
of 1998, when adjusted for the impact of the previously mentioned merger related
charges and special items. Management anticipates that its 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>
-------------------------------------------------------------------------------------------
MARCH 31, % OF DECEMBER 31, % OF MARCH 31, % OF
(dollars in thousands) 1999 TOTAL 1998 TOTAL 1998 TOTAL
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage Loans-Residential ......... $1,931,521 32% $1,901,759 33% $2,051,645 36%
Mortgage Loans-Multi-Family ........ 1,687,699 29% 1,651,590 29% 1,631,724 28%
Mortgage Loans-Commercial .......... 1,169,669 20% 1,104,228 19% 1,177,288 20%
Commercial & Industrial ............ 534,552 9% 520,130 9% 450,612 8%
Consumer Loans and Leases .......... 529,859 9% 481,691 9% 414,296 7%
Construction and Land Loans ....... 64,692 1% 72,026 1% 56,650 1%
-------------------------------------------------------------------------------------------
$5,917,992 100% $5,731,424 100% $5,782,215 100%
===========================================================================================
</TABLE>
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
LOAN PORTFOLIO (CONTINUED)
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.
At March 31, 1999, loans outstanding totaled $5.9 billion, as compared to
$5.7 billion at December 31, 1998 and $5.8 billion at March 31, 1998. While
experiencing growth in most loan categories, this growth has been offset by
accelerated prepayments in the residential 1-4 family mortgage, multi-family
mortgage, and commercial mortgage portfolios. This 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. Management anticipates that loan growth should
continue in the near-term and will be driven by multi-family, commercial, and
consumer lending.
The growth in the loan portfolio during recent years has resulted from both
originations and acquisitions. Originations have been principally from
multi-family lending, commercial lending, and consumer loans. 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
and leases 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>
MARCH 31, DECEMBER 31, MARCH 31,
(in thousands) 1999 1998 1998
------- ------- -------
<S> <C> <C> <C>
Loans Ninety Days Past Due and Still Accruing $ 3,800 $ 7,684 $ 7,535
Non-Accrual Loans ........................... 9,617 7,592 17,753
------- ------- -------
Non-Performing Loans ........................ 13,417 15,276 25,288
Other Real Estate ........................... 2,931 3,217 4,931
------- ------- -------
Non-Performing Assets ....................... $16,348 $18,493 $30,219
======= ======= =======
Restructured, Accruing Loans ................ $ 580 $ 584 $ 9,408
======= ======= =======
</TABLE>
13
<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
ASSET QUALITY (CONTINUED)
At March 31, 1999, non-performing assets, which include loans 90 days past
due and still accruing interest, non-accrual loans and other real estate, were
$16.3 million as compared to $18.5 million at December 31, 1998. Non-performing
assets declined $13.9 million, or 46%, at March 31, 1999 when compared to $30.2
million at March 31, 1998. This decline was achieved principally through the
sale of non-performing loans for cash, principal repayments, the workout of
non-performing loans to performing status, and charge-offs. Non-performing loans
at March 31, 1999 consisted of $4.7 million in residential mortgages, $3.7
million in consumer loans and leases, $2.9 million in commercial mortgages, $1.8
million in commercial loans, and $.3 million in multi-family mortgages.
The following table represents a summary of the changes in the allowance
for loan losses:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1999 1998
-------- --------
<S> <C> <C>
(dollars in thousands)
Balance at Beginning of Year ............................... $ 71,759 $ 74,393
Provision for Loan Losses .................................. 1,250 12,500
Recoveries Credited to the Allowance ....................... 893 1,108
-------- --------
73,902 88,001
Losses Charged to the Allowance ............................ (3,711) (12,843)
NYB Net Activity for the Three Months Ended December 31, 1997 -- (55)
-------- --------
Balance at End of Period ................................... $ 70,191 $ 75,103
======== ========
Net Charge-Offs to Average Loans ........................... 0.20% 0.82%
Non-Performing Assets to Total Assets ...................... 0.15% 0.30%
Allowance for Loan Losses to Period End Loans, net ......... 1.19% 1.30%
Allowance for Loan Losses to Non-performing Loans .......... 523% 297%
</TABLE>
The provision for loan losses declined to $1.3 million for the current
quarter, as compared to $12.5 million for the comparable prior year period. The
provision for the first quarter of 1998 reflected 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 acquired in the NYB merger and to
restore, as of the merger date, the Company's post-merger 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
the aforementioned 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.
14
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
ASSET QUALITY (CONTINUED)
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 March 31, 1999.
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>
MARCH 31, 1999 DECEMBER 31, 1998 MARCH 31, 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 ....................... $ 29,949 $ 30,178 $ 30,952 $ 31,345 $ 31,960 $ 32,074
U.S. Government Agencies' Obligations .......... 118,164 121,431 162,464 167,411 207,311 210,361
State & Municipal Obligations .................. -- -- -- -- 60,714 61,522
Mortgage-Backed Securities ..................... 791,042 790,805 728,849 731,815 891,957 899,903
CMO's Agency Issuances ......................... 366,162 364,620 190,249 191,961 329,072 329,746
CMO's Private Issuances ........................ 1,729,846 1,724,713 1,440,806 1,445,481 1,212,089 1,216,305
Equity Securities .............................. 210,906 217,555 207,407 204,584 199,894 224,320
Other Securities ............................... 203,688 200,996 202,815 207,626 76,047 81,436
---------- ---------- ---------- ---------- ---------- ----------
$3,449,757 $3,450,298 $2,963,542 $2,980,223 $3,009,044 $3,055,667
========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
HELD-TO-MATURITY AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government Agencies' Obligations .......... $ 63 $ 63 $ 74 $ 74 $ 651 $ 651
State & Municipal Obligations .................. 72,149 73,224 71,837 73,111 52,275 53,016
Mortgage-Backed Securities ..................... 522,941 521,824 560,815 562,330 212,156 212,469
CMO's Agency Issuances ......................... 25,056 25,143 41,988 42,113 90,249 90,547
CMO's Private Issuances ........................ 801,694 795,977 873,070 872,914 345,147 345,928
Other Securities ............................... 22,358 22,169 23,761 23,654 9,122 9,162
---------- ---------- ---------- ---------- ---------- ----------
$1,444,261 $1,438,400 $1,571,545 $1,574,196 $ 709,600 $ 711,773
========== ========== ========== ========== ========== ==========
</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'S") 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 March 31, 1999 was 4.3 years.
Collateralized mortgage obligations ("CMO'S") are collateralized by either
U.S. Government Agency MBS's or whole loans, which are principally AAA rated
conservative current pay sequentials or PAC structures, with a current weighted
average life of approximately 3.8 years.
15
<PAGE> 16
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
SECURITIES PORTFOLIO (CONTINUED)
Prepayment on MBS's, including CMO's, are monitored by 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 March 31, 1999, equity securities maintained in the available-for-sale
portfolio were comprised principally of common stock and preferred stock of
certain publicly traded companies. Other securities maintained in the
available-for-sale portfolio consist of capital securities and debt issuances of
certain financial institutions.
At March 31, 1999, securities carried at $3.9 billion were pledged for
various purposes as required by law and to secure securities sold under
agreements to repurchase and other borrowings.
The net unrealized gain on securities available-for-sale declined $16.2
million to $.5 million at March 31, 1999 when compared to $16.7 million at
December 31, 1998.
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 March 31, 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 3% 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.
The following table sets forth the Company's regulatory capital at March
31, 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>
MARCH 31, 1999 MARCH 31, 1998
------------------------------------------------------------------------------
(dollars in thousands ) AMOUNT Ratio AMOUNT RATIO
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tier 1 Capital ............................. $ 965,022 14.91% $ 890,235 15.43%
Regulatory Requirement ..................... 258,839 4.00% 230,844 4.00%
------------------------------------------------------------------------------
Excess ..................................... $ 706,183 10.91% $ 659,391 11.43%
==============================================================================
Total Risk Adjusted Capital ................ $1,038,205 16.04% $ 962,410 16.68%
Regulatory Requirement ..................... 517,678 8.00% 461,687 8.00%
------------------------------------------------------------------------------
Excess ..................................... $ 520,527 8.04% $ 500,723 8.68%
==============================================================================
Risk Weighted Assets ....................... $6,470,973 $ 5,771,088
========== =============
</TABLE>
The Company's leverage ratio at March 31, 1999 and March 31, 1998 was 8.93%
and 8.74%, respectively.
16
<PAGE> 17
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
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 approved by the Board of Directors in 1997. The
Committee has 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 will not be 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. To date, the Company has completed the awareness and initial
assessment phases and has substantially completed the renovation, validation and
implementation phases for its mission critical systems. On an ongoing basis,
third-party service provider and vendor progress in addressing the Y2K issue is
monitored. Remediation and testing of the various systems and computer programs
commenced in the second quarter of 1998 and have been completed for mission
critical applications. The Company's core application system, which performs
deposit, loan, and general ledger accounting processing is provided by a
third-party vendor. This software has been renovated, unit tested, acceptance
tested, and was installed during the third quarter of 1998. Year 2000 testing
for this software has been completed.
Renovation and acceptance testing (including Year 2000 testing) for vendor
provided, non-mission critical applications is ongoing and is expected to be
completed by June 30, 1999. Testing with third-party service providers is
currently being performed in accordance with the applicable regulatory guidance
and is substantially complete.
The Company believes its Year 2000 program should enable it to be
successful in modifying its computer systems to be Year 2000 compliant.
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.
The principal components of the expense related to the Y2K date change are
the replacement of personal computer equipment and the purchase or upgrade of
third-party software. External modification and internal costs are expensed as
incurred. Costs of new hardware and software have been capitalized and are being
depreciated in accordance with policies. Based on current estimates, management
does not expect the costs associated with its Y2K program to be material to its
financial condition and results of operations. If the Y2K 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 has mailed
Y2K information to the various segments of its customer base, including all
depositors. Additionally, letters have been sent to all material loan customers
informing them of the Y2K issue and how it can impact businesses. An assessment
of the Y2K readiness of the significant loan customers has also been completed.
17
<PAGE> 18
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
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 or 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 March 31, 1999, management believes that a 100 basis
point gradual increase in interest rates over the next twelve months would
decrease net interest income by $1.7 million or .4% while a gradual decrease in
interest rates would increase net interest income by $2.2 million or 0.5%.
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 Bank, are limited by New York State Banking Department
regulations to the current year's earnings plus the prior two years' retained
net profits. Pursuant to this regulation, North Fork Bank had $227.3 million of
retained earnings available for dividends as of April 1, 1999.
18
<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
LIQUIDITY (CONTINUED)
The Bank subsidiaries have numerous sources of liquidity including loan and
security principal repayments and maturities, lines-of-credit with other
financial institutions, the ability to borrow under repurchase agreements and
Federal Home Loan Bank ("FHLB") advances utilizing its unpledged securities and
mortgage related loan portfolios, the sale of securities from their
available-for-sale portfolio, the securitization of loans within the portfolio,
whole loan sales, and growth in their core deposit base.
The Banks currently have the ability, as members of the FHLB system, to
borrow $2.2 billion on a secured basis, utilizing mortgage related loans and
securities as collateral, for a term ranging from one day to ten years at both
fixed and variable rates. At March 31, 1999, the company had $2.1 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.
19
<PAGE> 20
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: May 13, 1999 /s/ Daniel M. Healy
--------------------
Daniel M. Healy
Executive Vice President &
Chief Financial Officer
20
<PAGE> 1
[EXHIBIT 11]
NORTH FORK BANCORPORATION, INC.
COMPUTATION OF NET INCOME PER COMMON EQUIVALENT SHARE
MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------
MARCH 31, 1999 MARCH 31, 1998
----------------------------------------
<S> <C> <C>
Net Income ................................................................. $ 53,567,972 $ 7,376,489
Common Equivalent Shares:
Weighted Average Common Shares Outstanding ................................. 139,289,004 138,479,690
Weighted Average Common Equivalent Shares .................................. 915,541 2,225,049
----------------------------------------
Weighted Average Common and Common Equivalent Shares ....................... 140,204,545 140,704,739
========================================
Net Income per Common Equivalent Share - Basic ............................. $ 0.38 $ 0.05
Net Income per Common Equivalent Share - Diluted ........................... $ 0.38 $ 0.05
</TABLE>
21
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 140,431
<INT-BEARING-DEPOSITS> 5,450
<FED-FUNDS-SOLD> 35,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,450,298
<INVESTMENTS-CARRYING> 1,444,261
<INVESTMENTS-MARKET> 1,438,400
<LOANS> 5,917,992
<ALLOWANCE> 70,191
<TOTAL-ASSETS> 11,221,109
<DEPOSITS> 6,496,948
<SHORT-TERM> 1,040,000
<LIABILITIES-OTHER> 358,729
<LONG-TERM> 2,476,796
0
0
<COMMON> 362,546
<OTHER-SE> 486,090
<TOTAL-LIABILITIES-AND-EQUITY> 11,221,109
<INTEREST-LOAN> 119,947
<INTEREST-INVEST> 73,471
<INTEREST-OTHER> 168
<INTEREST-TOTAL> 193,856
<INTEREST-DEPOSIT> 40,470
<INTEREST-EXPENSE> 83,765
<INTEREST-INCOME-NET> 110,091
<LOAN-LOSSES> 1,250
<SECURITIES-GAINS> 2,703
<EXPENSE-OTHER> 43,434
<INCOME-PRETAX> 82,420
<INCOME-PRE-EXTRAORDINARY> 82,420
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,568
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.38
<YIELD-ACTUAL> 4.36
<LOANS-NON> 9,617
<LOANS-PAST> 3,800
<LOANS-TROUBLED> 580
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 71,759
<CHARGE-OFFS> 3,711
<RECOVERIES> 893
<ALLOWANCE-CLOSE> 70,191
<ALLOWANCE-DOMESTIC> 70,191
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
