<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, 2000
NORTH FORK BANCORPORATION, INC.
(Exact name of Company as specified in its charter)
DELAWARE 36-3154608
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 BROADHOLLOW ROAD, MELVILLE, NEW YORK 11747
(Address of principal executive offices) (Zip Code)
(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.
CLASS OF COMMON STOCK NUMBER OF SHARES OUTSTANDING 05/11/00
$.01 PAR VALUE 173,746,185
1
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
North Fork Bancorporation, Inc. and Subsidiaries.
1) Consolidated Balance Sheets.
2) Consolidated Statements of Income.
3) Consolidated Statements of Cash Flows.
4) Consolidated Statements of Changes in Stockholders' Equity.
5) 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
LITIGATION INVOLVING DIME BANCORP, INC.
The Company is a party to three separate lawsuits in connection with
its pending offer to acquire all of the outstanding common stock of
Dime Bancorp, Inc. ("Dime"). A complete description of this litigation
is contained in the section captioned "The Offer - Litigation" on pages
46 through 52 of Amendment No. 3 to the Company's Registration
Statement on Form S-4, Registration No. 333-32492, filed with the
Securities and Exchange Commission on May 15, 2000 (the "Exchange Offer
S-4"). The description of the litigation set forth on pages 46 through
52 of the Exchange Offer S-4 is included as Exhibit 99.1 to this
Quarterly Report on Form 10-Q and incorporated herein by reference in
response to Item 1 of Part II of Form 10-Q.
2
<PAGE> 3
INDEX (CONTINUED)
PART II. OTHER INFORMATION (CONTINUED)
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
a) A special meeting of Stockholders was held on Friday, February 11,
2000, for the following purposes:
1) To consider and vote upon a proposal to approve and adopt the
Amended and Restated Agreement and Plan of Merger, dated as of
August 16, 1999, by and between North Fork Bancorporation, Inc.
and JSB Financial, Inc., including the related issuance of North
Fork Bancorporation, Inc. common stock. The Company's
stockholders approved the merger with 88,689,718 affirmative
votes cast, 918,584 negative votes cast, and 453,082 votes
abstaining.
2) To consider and vote upon a proposal to amend the Company's
certificate of incorporation to increase the number of authorized
shares of its 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. The Company's stockholders approved the amendment
with 103,972,881 affirmative votes cast, 4,517,917 negative votes
cast, and 420,860 votes abstaining.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are submitted herewith:
(a) Exhibit # Description
(11) Statement Re: Computation of Per Share Earnings.
(27) Financial Data Schedule
(99.1) Description of certain litigation involving the Company
(incorporated by reference to the section entitled "The
Offer-Litigation" on pages 46-52 of Amendment No. 3 to
the Company's Registration Statement filed on Form S-4
(registration no. 333-32492) filed with the Securities
and Exchange Commission (the "Commission") on May 15,
2000).
(b) Current Reports on Form 8-K
1) Current Report on Form 8-K dated January 11, 2000
(announcing that the Company had received the requisite
regulatory approvals necessary to acquire JSB Financial,
Inc. ("JSB")).
2) Current Report on Form 8-K dated February 1, 2000
(announcing that the Company and JSB had entered into a
stipulation and agreement of compromise and settlement
with regards to a purported class action lawsuit filed
on January 14, 2000).
3) Current Report on Form 8-K dated March 3, 2000
(announcing that the Company had completed its
acquisition of Reliance Bancorp, Inc. ("Reliance") as of
the close of business February 18, 2000 and JSB
Financial, Inc. as of the close of business February 29,
2000).
4) Current Report on Form 8-K dated March 13, 2000
(reporting that the Company announced on March 5, 2000
its intention to commence an offer to exchange each
outstanding share of common stock of Dime Bancorp, Inc.
("Dime")).
5) Current Report on Form 8-K dated March 13, 2000
(announcing that ISS, Institutional Shareholder
Services, had reissued a research report on the proposed
merger of Dime and Hudson United Bancorp recommending
that Dime shareholders vote against the merger in light
of North Fork's superior offer to acquire Dime).
6) Current Report on Form 8-K dated March 14, 2000
(containing the audited supplemental consolidated
balance sheets of the Company as of December 31, 1998
and 1997, and the audited supplemental consolidated
statements of income, cash flows, changes in
stockholders' equity, and comprehensive income for each
of the years in the three-year period ended December 31,
1998. The financial statements give retroactive effect
to the merger of the Company and JSB on February 29,
2000.)
3
<PAGE> 4
INDEX (CONTINUED)
PART II. OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)
7) Current Report on Form 8-K/A dated March 28, 2000
(amending the Current Report on Form 8-K filed with the
Commission on March 3, 2000).
4
<PAGE> 5
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------
MARCH 31, DECEMBER 31, MARCH 31,
(in thousands, except share amounts) 2000 1999 1999
-------------------------------------------
<S> <C> <C> <C>
ASSETS:
Cash & Due from Banks........................................................... $221,647 $317,434 $153,072
Money Market Investments........................................................ 14,405 85,767 86,450
Securities:
Available-for-Sale .......................................................... 3,899,591 3,682,210 3,541,327
Held-to-Maturity............................................................. 1,279,489 1,351,504 1,690,469
-------------------------------------------
Total Securities.......................................................... 5,179,080 5,033,714 5,231,796
-------------------------------------------
Loans........................................................................... 8,886,255 7,913,328 7,104,471
Less: Unearned Income......................................................... 18,107 15,640 18,549
Allowance for Loan Losses........................................... 87,491 74,525 76,133
-------------------------------------------
Net Loans..................................................... 8,780,657 7,823,163 7,009,789
-------------------------------------------
Intangible Assets............................................................... 358,220 79,151 82,602
Premises & Equipment............................................................ 102,325 92,652 90,095
Accrued Income Receivable....................................................... 91,154 78,651 80,060
Other Assets.................................................................... 277,394 165,624 100,393
-------------------------------------------
Total Assets............................................................... $15,024,882 $13,676,156 $12,834,257
===========================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits................................................................. $1,718,987 $1,558,044 $1,336,433
Savings, NOW & Money Market Deposits........................................... 4,180,785 3,598,481 3,554,780
Other Time Deposits............................................................. 2,530,193 1,965,827 2,020,700
Certificates of Deposit, $100,000 & Over....................................... 604,080 519,211 736,289
-------------------------------------------
Total Deposits............................................................. 9,034,045 7,641,563 7,648,202
-------------------------------------------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase..................................................... 2,512,204 2,665,200 3,331,796
Federal Home Loan Bank Advances................................................. 1,744,577 1,894,000 210,000
Senior Note Payable............................................................. - - 25,000
Accrued Expenses & Other Liabilities............................................ 196,707 276,981 201,153
-------------------------------------------
Total Liabilities......................................................... $13,487,533 $12,477,744 $11,416,151
-------------------------------------------
Capital Securities.............................................................. $244,320 $199,314 $199,295
STOCKHOLDERS' EQUITY:
Preferred Stock, par value $1.00; authorized 10,000,000 shares, Unissued........ - - -
Common stock, par value $0.01; authorized 500,000,000 shares;
issued 173,784,484 shares at March 31, 2000................................. 1,738 1,931 1,930
Additional Paid in Capital...................................................... 355,373 565,749 564,016
Retained Earnings............................................................... 1,005,146 1,026,546 914,553
Accumulated Other Comprehensive Income - Unrealized (Losses)/Gains
on Securities Available-for-Sale, net of taxes.............................. (32,921) (37,818) 39,271
Deferred Compensation........................................................... (32,403) (32,777) (28,308)
Treasury Stock at cost; 202,418 shares at March 31, 2000....................... (3,904) (524,533) (272,651)
-------------------------------------------
Total Stockholders' Equity................................................ 1,293,029 999,098 1,218,811
-------------------------------------------
Total Liabilities and Stockholders' Equity................................ $15,024,882 $13,676,156 $12,834,257
===========================================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
MARCH 31, MARCH 31,
(in thousands, except per share amounts) 2000 1999
---------------------------
<S> <C> <C>
INTEREST INCOME:
Loans.......................................................................................... $168,924 $144,285
Mortgage-Backed Securities..................................................................... 70,798 64,203
Other Securities............................................................................... 9,707 9,141
U.S. Treasury & Government Agency Securities................................................... 2,441 3,059
State & Municipal Obligations.................................................................. 919 809
Money Market Investments....................................................................... 1,185 1,044
---------------------------
Total Interest Income.......................................................................... 253,974 222,541
---------------------------
INTEREST EXPENSE:
Savings, NOW & Money Market Deposits........................................................... 18,909 16,564
Other Time Deposits............................................................................ 26,454 24,434
Certificates of Deposit, $100,000 & Over....................................................... 7,187 8,191
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase.................................................................... 33,580 42,178
Other Borrowings............................................................................... 28,707 1,810
---------------------------
Total Interest Expense...................................................................... 114,837 93,177
---------------------------
Net Interest Income......................................................................... 139,137 129,364
Provision for Loan Losses...................................................................... 9,000 1,257
---------------------------
Net Interest Income after Provision for Loan Losses......................................... 130,137 128,107
---------------------------
NON-INTEREST INCOME:
Fees & Service Charges on Deposit Accounts..................................................... 8,455 6,698
Investment Management, Commissions & Trust Fees................................................ 4,734 4,369
Mortgage Banking Operations.................................................................... 855 941
Other Operating Income......................................................................... 5,223 3,270
Net Gain on Sale of Loans...................................................................... 2,303 -
Net Securities (Losses)/Gains.................................................................. (19,748) 2,703
---------------------------
Total Non-Interest Income................................................................. 1,822 17,981
---------------------------
NON-INTEREST EXPENSE:
Compensation & Employee Benefits............................................................... 28,608 25,327
Occupancy & Equipment, Net..................................................................... 8,920 8,345
Capital Securities Costs....................................................................... 4,634 4,211
Amortization of Intangible Assets.............................................................. 3,318 2,075
Other Operating Expenses....................................................................... 17,374 10,702
Merger Related Restructure Charge.............................................................. 50,499 -
---------------------------
Total Non-Interest Expense................................................................. 113,353 50,660
---------------------------
Income Before Income Taxes..................................................................... 18,606 95,428
Provision for Income Taxes..................................................................... 16,694 34,381
---------------------------
Net Income................................................................................ $1,912 $61,047
===========================
PER SHARE:
Earnings Per Share - Basic..................................................................... $0.01 $0.36
Earnings Per Share - Diluted................................................................... $0.01 $0.36
Cash Dividends................................................................................. $0.18 $0.15
Weighted Average Shares Outstanding - Basic.................................................... 162,316 167,444
Weighted Average Shares Outstanding - Diluted.................................................. 163,381 169,044
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE> 7
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2000 1999
---------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,912 $ 61,047
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses 9,000 1,257
Depreciation and Amortization 3,651 3,568
Amortization of Intangible Assets 3,318 2,075
Amortization of Securities Premiums 1,469 3,532
Accretion of Discounts and Net Deferred Loan Fees (4,346) (2,547)
Net Securities Losses/(Gains) 19,748 (2,703)
Other, Net (8,656) (52,414)
---------------------------
Net Cash Provided by Operating Activities 26,096 13,815
---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Securities Held-to-Maturity (3,383) (179,536)
Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity 75,079 268,279
Purchases of Securities Available-for-Sale (280,380) (941,789)
Proceeds from Sales of Securities Available-for-Sale 1,103,509 17,010
Maturities and Principal Repayments on Securities
Available-for-Sale 108,625 434,409
Loans Originated, Net of Principal Repayments and Charge-offs (245,118) (238,392)
Proceeds from the Sale of Loans 118,080 41,116
Transfers to Other Real Estate, Net of Sales 39 708
Purchases of Premises and Equipment, Net (5,937) (2,516)
Purchase Acquisition, net of Cash Acquired 36,858 -
---------------------------
Net Cash Provided by (Used in) Investing Activities 979,352 (600,711)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (Decrease)/Increase in Customer Deposits Liabilities (109,097) 70,817
Net (Decrease)/Increase in Borrowings (1,026,423) 526,700
Purchase of Treasury Stock (10,215) (23,858)
Common Stock Sold for Cash 975 2,603
Cash Dividends Paid (27,837) (43,198)
---------------------------
Net Cash (Used in)/Provided by Financing Activities (1,172,597) 533,064
Net Decrease in Cash and Cash Equivalents (167,149) (53,832)
Cash and Cash Equivalents at Beginning of the Period 403,201 293,354
---------------------------
Cash and Cash Equivalents at End of the Period $236,052 $239,522
===========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest Expense 111,090 86,480
==========================
Income Taxes 1,065 75,857
==========================
During the Year the Company Purchased Various Securities which
Settled in the Subsequent Period 14,851 6,462
==========================
In February 2000, the Company acquired all of the outstanding
common stock of Reliance Bancorp, Inc. Each share of Reliance's
common stock was exchanged for 2.0 shares of the Company's
common stock. Non-cash activity related to the Reliance
acquisition not reflected above for the period ended
February 18, 2000 are as follows:
Fair Value of Assets Acquired $2,344,276
Intangible Assets 282,387
Common Stock Issued 332,517
----------
Liabilities Assumed $2,294,146
==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
7
<PAGE> 8
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 Treasury
Stock Capital Earnings Gains Compensation Stock Total
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998 $1,929 $561,250 $ 879,441 $ 50,208 $(28,842) $(250,260) $1,213,726
Net income - - 61,047 - - - 61,047
Cash Dividends ($.15 per share) - - (20,999) - - - (20,999)
Cash Dividends-Acquired Company - - (4,273) - - - (4,273)
Issuance of Stock (65,711 shares) 1 1,464 - - - - 1,465
Purchase of Treasury Stock (1,226,000) - - - - - (23,858) (23,858)
Loss on Reissuance of Treasury-Acquired
Company - - (491) - - - (491)
Restricted Stock Activity, net - (1) - - 534 (68) 465
Stock Based Compensation Activity, net - 1,303 - - - 1,535 2,838
Amortization of Unrealized Loss on
Securities Transferred from Available-
for-Sale to Held-to-Maturity - - (172) 172 - - -
Adjustment to Unrealized Gains/(Losses)
on Securities Available-for-Sale, net
of taxes - - - (11,109) - - (11,109)
--------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1999 $1,930 $564,016 $914,553 $39,271 $(28,308) $(272,651) $1,218,811
============================================================================================
BALANCE, DECEMBER 31, 1999 $1,931 $565,749 $1,026,546 $(37,818) $(32,777) $(524,533) $ 999,098
Net income - - 1,912 - - - 1,912
Cash Dividends ($.18 per share) - - (31,246) - - - (31,246)
Cash Dividends-Acquired Company - - (4,718) - - - (4,718)
Issuance of Stock-Reliance Acquisition
(17,120,160 shares) - (38,989) - - - 357,861 318,872
Fair Value of Options-Reliance
Acquisition - 14,075 - - - - 14,075
Issuance of Stock (59,206 shares) 1 920 - - - 54 975
JSB Common Stock Retired
(19,687,149 shares) (197) (184,871) 13,539 - - 171,529 -
Purchases of Treasury Stock
(636,200 shares) - - - - - (10,216) (10,216)
Restricted Stock Activity, net - (17) - - 374 (75) 282
Stock Based Compensation Activity, net 3 (1,494) (887) - - 1,476 (902)
Adjustment to Unrealized Gains/(Losses)
on Securities Available-for-Sale, net
of taxes - - - 4,897 - - 4,897
--------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2000 $1,738 $355,373 $1,005,146 $(32,921) $(32,403) $(3,904) $1,293,029
============================================================================================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
8
<PAGE> 9
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
<TABLE>
Three Months Ended
-----------------------------
March 31, March 31,
2000 1999
-----------------------------
<S> <C> <C>
Net income $ 1,912 $ 61,047
------- --------
Other Comprehensive Income, net
of Income Taxes:
Unrealized Losses on
Securities Available for Sale (7,939) (9,180)
Less: Reclassification of Realized Losses/(Gains)
Included in Net Income 12,836 (1,757)
------- --------
Other Comprehensive Income/(Loss) 4,897 (10,937)
------- --------
Comprehensive Income $ 6,809 $ 50,110
======= ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
9
<PAGE> 10
NORTH FORK BANCORPORATION, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000 AND 1999
FORWARD LOOKING STATEMENTS
Certain statements under this caption which involve risk and uncertainties
constitute "forward looking statements under the Private Securities Litigation
Reform Act of 1995. These statements are based on the beliefs, assumptions, and
expectations of 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 service companies; (3) changes in the interest rate environment, which
may reduce interest margins; and (4) accounting, tax, legislative or regulatory
changes may adversely affect the business in which the Company is engaged.
BASIS OF PRESENTATION
North Fork Bancorporation, Inc. (the "Company") is a $15.0 billion
multi-bank holding company headquartered in Melville, New York. The Company's
primary bank subsidiary, North Fork Bank ("North Fork"), operates through 154
full-service retail-banking facilities located in the New York metropolitan
area, one of the most densely populated and wealthiest markets in the nation.
North Fork focuses on providing superior customer service to both personal and
commercial clients by offering the convenience of telephone banking as well as
an array of financial products and brokerage/investment management services
through its non-bank subsidiaries, Compass Investment Services Corp. ("Compass")
and Amivest Corporation ("Amivest"). The Company's other bank subsidiary,
Superior Savings of New England ("Superior"), a Connecticut chartered savings
bank located in the Connecticut county of New Haven, operates from one location,
where it currently conducts a telebanking operation focused on gathering
deposits throughout the New England region.
On February 18, 2000, Reliance Bancorp, Inc. ("Reliance"), the parent
company of Reliance Federal Savings Bank, was merged with and into the Company.
The transaction has been accounted for in accordance with the purchase method of
accounting and, accordingly, the Company's consolidated results of operations
reflect Reliance activity subsequent to the acquisition date.
On February 29, 2000, JSB Financial, Inc. ("JSB"), the parent company of
Jamaica Savings Bank ("Jamaica") was merged with and into the Company. The
merger has been accounted for in accordance with the pooling-of-interests method
of accounting and, accordingly, the Company's consolidated financial statements
include the accounts of JSB for all periods reported.
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 month period ended March 31, 2000 are
not necessarily indicative of the results of operations which may be expected
for the full year 2000 or any other interim periods.
These statements should be read in conjunction with the Company's 1999
Annual Report on Form 10-K, which is incorporated herein by reference.
10
<PAGE> 11
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 March 31, 2000, the Company was a party to four
interest rate swap contracts with an aggregate notional value of $375 million.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
BUSINESS COMBINATIONS
JSB Financial, Inc.
On February 29, 2000, JSB Financial, Inc., the parent company of Jamaica
Savings Bank, was merged with and into the Company in a transaction accounted
for in accordance with the pooling-of-interests method of accounting. On March
10, 2000, Jamaica Savings Bank was merged with and into North Fork. Pursuant to
the merger agreement, the Company issued 3.0 shares of common stock for each
share of JSB's common stock outstanding. Accordingly, the Company issued,
28,312,851 of its common shares, simultaneously retired 19,687,149 shares, as
adjusted, of JSB's common stock held in treasury and reserved 2,410,500 common
shares for JSB's outstanding stock options at the merger date. JSB had $1.7
billion in total assets, $1.3 billion in loans, net, $1.1 billion in deposit
liabilities, and $376.4 million in stockholders' equity at the merger date.
Jamaica operated from 13 retail-banking facilities in the New York City
boroughs of Manhattan and Queens and in Nassau and Suffolk Counties, New York.
The Company's previously reported components of consolidated income and the
amounts reflected in the accompanying consolidated statements of income for the
three months ended March 31, 1999 are as follows:
<TABLE>
<CAPTION>
---------------
March 31,
1999
---------------
<S> <C>
NET INTEREST INCOME:
As Previously Reported............................................................................. $110,091
JSB Financial, Inc................................................................................. 19,273
---------------
Combined........................................................................................... $129,364
===============
NET INCOME:
As Previously Reported............................................................................. $53,568
JSB Financial, Inc................................................................................. 7,479
---------------
Combined........................................................................................... $61,047
===============
</TABLE>
The following table sets forth a summary of the components reflected in the
Merger Related Restructure Charge recognized in the Consolidated Statement of
Income during the period:
<TABLE>
<CAPTION>
<S> <C>
Merger Expense....................................................................................... $6,534
Restructure Charge:.................................................................................
Merger Related Compensation and Severance Costs................................................. 36,419
Facility and System Costs....................................................................... 5,163
Other Merger Related Costs...................................................................... 2,383
----------------
Total Pre-Tax Merger and Related Restructure Charge................................................. $50,499
================
</TABLE>
Merger expenses consist primarily of investment banking fees, legal fees,
other professional fees, and expenses associated with shareholder and customer
notifications. The restructure charge component represents merger related
compensation and severance costs, which consist primarily of employee severance,
compensation arrangements, transitional staffing and related employee benefits
expenses. Facility and system costs consist primarily of lease termination
charges and equipment write-offs resulting from the consolidation of overlapping
branch locations and duplicate headquarters and operational facilities. Also
reflected are the costs associated with the cancellation of certain data and
item processing contracts and the deconversion of JSB's computer systems. Other
merger related costs arise primarily from the application of the Company's
accounting practices to the accounts of the merged business and, to a lesser
extent, other expenses associated with the integration of operations.
Additionally, the Company recorded a $6.6 million tax charge, net of federal
benefit, relating to the recapture of Jamaica's bad debt reserve for state and
local tax purposes. At March 31, 2000, $12.6 million of the merger related
restructure charge was reflected in accrued expenses and other liabilities in
the consolidated balance sheet. It is anticipated that the amount of this charge
will be substantially paid in 2000, with the exception of certain obligations
under long-term lease arrangements.
Reliance Bancorp, Inc.
On February 18, 2000, Reliance Bancorp, Inc., the parent company of
Reliance Federal Savings Bank, was merged with and into the Company in a
transaction accounted for using the purchase method of accounting. In accordance
with the purchase method of accounting, the accompanying consolidated statements
of income include the results of operations for Reliance subsequent to the
acquisition date. The consolidated balance sheet reflects the assets and
liabilities of Reliance at their estimated fair values. Pursuant to the merger
agreement, the Company issued 2.0 shares of its common stock for each share of
Reliance's common stock outstanding. The Company reissued from its treasury
17,120,160 common shares in exchange for outstanding Reliance shares and
reserved for issuance 1,369,348 common shares for Reliance's outstanding stock
options at the date of acquisition. The excess of the Company's cost over the
fair value of net assets acquired was approximately $282.4 million and is being
amortized on a straight-line basis over 20 years. Operating results for Reliance
were not significant during the quarter, consequently, pro forma results for
Reliance are not presented.
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
BUSINESS COMBINATIONS (CONTINUED)
Reliance Bancorp, Inc. (continued)
Reliance had $2.4 billion in total assets, $1.0 billion in loans, $1.5
billion in deposit liabilities, and $175 million in stockholders' equity at
the merger date. Reliance Federal Savings Bank operated from 29
retail-banking facilities throughout Suffolk and Nassau Counties, New York,
as well as the New York City borough of Queens.
PROPOSED BUSINESS COMBINATION
Dime Bancorp Inc.
On March 5, 2000, the Company announced its intention to commence an
offer (the "Offer") to exchange .9302 shares of the Company's common stock
and $2.00 in cash for each outstanding share of common stock of Dime
Bancorp, Inc., a Delaware corporation ("Dime"), the parent company of Dime
Savings Bank of New York, FSB. The Company intends promptly after the
completion of the Offer to seek to merge Dime with the Company or a wholly
owned subsidiary. As a result of the merger, each share of Dime common
stock which has not been exchanged or accepted for exchange in the Offer
would be converted into the same number of shares of the Company's common
stock and the same amount of cash as is paid in the Offer, subject to
appraisal rights. The purpose of the Offer is for the Company to acquire
control of, and, thereafter, the entire common equity interest in Dime. The
Offer is subject to certain conditions including the receipt of all
regulatory approvals and the execution of a definitive merger agreement
between the Company and Dime. The foregoing description of the Company's
proposed acquisition of Dime is qualified in its entirety by reference to
Amendment No. 3 to the Company's Registration Statement on Form S-4
(registration no. 333-32492), filed with the Securities and Exchange
Commission on May 15, 2000 ("Amendment No. 3"), and any amendments thereto.
In connection with the Offer, the Company entered into a stock
purchase agreement with FleetBoston Financial Corporation ("FleetBoston").
Pursuant to this agreement, FleetBoston agreed to purchase (i) 250,000
shares of the Company's 7.5% Series B Non-Cumulative Convertible Preferred
Stock, par value $1.00 per share and with a liquidation preference of
$1,000.00 per share, at a conversion price of $18.69 per share of the
Company's common stock and (ii) Common Stock Purchase Rights to acquire
7,500,000 shares of the Company's common stock at an exercise price of
$17.88 for an aggregate purchase price of $250 million. FleetBoston's
investment would be made in connection with, and at the time of the
completion of the Offer. A complete description of the Company's
arrangement with FleetBoston is more fully described and is qualified in
its entirety by reference to Amendment No. 3.
OVERVIEW
The Company reported net income of $1.9 million, or diluted earnings per
share of $.01, for the quarter ended March 31, 2000, as compared with net income
of $61.0 million, or diluted earnings per share of $.36 for the quarter ended
March 31, 1999. The quarter ended March 31, 2000 included the operating results
of Reliance. Net Income and diluted earnings per share were impacted by the
recognition of merger related and restructuring costs and other special items.
The aggregate of these items was $80.7 million, or $62.6 million after taxes.
They included: (a) merger related and restructuring costs of $50.5 million; (b)
an additional provision for loan losses of $6.8 million recognized in order to
conform the provisioning policies of the acquired institutions to that of the
Company and to restore the Company's post-merger reserve coverage ratios to
approximate pre-merger levels; (c) net securities losses of $19.7 million
recognized as part of management's decision to reduce its interest rate exposure
by reducing its level of investment securities funded with borrowings; (d) Dime
related acquisition costs of $6.0 million; and (e) a net gain of $2.3 million
recognized in connection with the sale of $238 million in loans. Tax items
include a charge of $6.6 million, net of federal benefit, relating to the
recapture of Jamaica's bad debt reserve for state and local tax purposes.
Adjusted net income, exclusive of the aforementioned items, was $64.5
million, or adjusted diluted earnings per share of $.40, in the first quarter
ended March 31, 2000. Adjusted return on average total assets and return on
average stockholders' equity, excluding these items, was 1.83% and 21.89%,
respectively.
13
<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
OVERVIEW (CONTINUED)
The following table sets forth the reconciliation from net income as
reported, to adjusted earnings, exclusive of the aforementioned special items
for the quarter ended March 31, 2000:
<TABLE>
<CAPTION>
(In thousands, except ratios and per share amounts) MARCH 31, 2000
---------------------------
<S> <C> <C>
Net Income, as reported (Earnings Per Share - Diluted $.01).................................... $1,912
MERGER RELATED RESTRUCTURE CHARGE & SPECIAL ITEMS:
Merger Related Restructure Charge.............................................................. $50,499
Securities Losses.............................................................................. 19,748
Special Provision for Loan Losses.............................................................. 6,750
Dime Related Expenses.......................................................................... 6,000
Net Gain on Loan Sales......................................................................... (2,303)
--------------
80,694
Related Tax Effect............................................................................. (24,661)
--------------
56,033
JSB Tax Bad Debt Recapture, Net of Federal Benefit............................................. 6,600
--------
Adjusted Earnings.............................................................................. $64,545
========
Adjusted Earnings Per Share - Basic............................................................ $0.40
Adjusted Earnings Per Share - Diluted.......................................................... $0.40
Adjusted Return on Average Total Assets........................................................ 1.83%
Adjusted Return on Average Total Stockholders' Equity.......................................... 21.89%
</TABLE>
NET INTEREST INCOME
Net interest income, which represents the difference between interest
earned on interest earning assets and interest incurred on interest bearing
liabilities, is the 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 for the quarter ended March 31, 2000 increased $9.8
million, or 7.6%, to $139.1 million, when compared to $129.4 million for the
quarter ended March 31, 1999. This growth was achieved through an increase in
the level of interest earning assets (principally loans), partially offset by a
24 basis point decline in net interest margin. During 1999 and the first quarter
of 2000, the decline in net interest margin was due in large measure to
management's decision in improving 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.
Also, contributing to the decline was increases in market interest rates
experienced during the past year. Management believes that the net interest
margin has begun to stabilize and should improve modestly during the next
several months. Factors contributing to this stabilization are: (a) the sale of
approximately $1.1 billion in securities classified as available-for-sale and a
corresponding reduction in borrowings; (b) the assumption of additional core
deposits from the two recently completed acquisitions; (c) projected growth in
demand deposits achieved through the successful conversion of JSB's and
Reliance's savings bank locations into full-service commercial banking
locations; and (d) an emphasis on expanding its existing strategy of developing
long-term deposit relationships with existing JSB and Reliance borrowing
customers.
During the first quarter of 2000, interest income increased $31.4 million,
or 14.1%, to $254.0 million, when compared to the 1999 first quarter. The
improvement in interest income resulted primarily from a $1.7 billion, or 14.2%,
increase in average interest earning assets to $13.5 billion, while the yield on
average earning assets remained relatively constant at 7.64%, when compared to
7.66% for the comparable prior year period.
Average loans increased by $1.5 billion to $8.4 billion in the first
quarter of 2000 when compared to 1999. Approximately $460 million of average
loan growth in the current quarter is attributable to the purchase acquisition
of Reliance on February 18, 2000. 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 33 basis point decline in yield on average loans to 8.08% during
the 2000 first 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 that time. Average loans represented 62.2% of average interest earning assets
and loan represented 98.4% of total deposits at March 31, 2000.
14
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NET INTEREST INCOME (CONTINUED)
Average securities increased $258.1 million, or 5.4% to $5.1 billion in the
first quarter of 2000, when compared to the 1999 first quarter. Approximately
$600 million of average securities added in the most recent quarter were due to
the purchase acquisition of Reliance on February 18, 2000. During the first
quarter of 2000, management decided to reduce the Company's exposure to further
rises in interest rates and sold approximately $1.1 billion in securities
classified as available-for-sale. The proceeds were used to reduce the level of
higher costing short-term borrowings.
For the quarter ended March 31, 2000, interest expense increased $21.7
million, or 23.3%, over the comparable prior year period to $114.8 million. This
was attributable to a $1.4 billion, or 14.4%, increase in average interest
bearing liabilities to $10.9 billion and an increase of 27 basis points in the
Company's average cost of funds to 4.22% for the first quarter of 2000, as
compared to 3.95% for the comparable prior year period.
The increase in average interest bearing liabilities resulted from
management's decision to fund loan growth with principally short-term repurchase
agreements and Federal Home Loan Bank ("FHLB") advances during 1999 and the
first quarter of 2000. As a result of this decision, average total borrowings
increased $1.0 billion, or 32.2%, to $4.3 billion during the first quarter of
2000, when compared to $3.2 billion during the comparable prior year period.
Approximately $330 million of the increase in average borrowings in the most
recent quarter is attributable to the purchase acquisition of Reliance on
February 18, 2000. The average cost of funds on total borrowings increased 34
basis points to 5.86% from 5.52%, reflecting market interest rates during the
respective periods.
Average time and savings deposits, which continue to represent a stable
funding source, increased $335.6 million to $6.7 billion, reflecting an average
cost of funds of 3.17% during the first quarter of 2000, when compared to $6.3
billion, with an average cost of funds of 3.15% for the comparable 1999 period.
Approximately $690 million of average deposits added in the most recent quarter
were due to the purchase acquisition of Reliance on February 18, 2000.
Average demand deposits increased $363.0 million, or 28.5%, to $1.6 billion
during the 2000 first quarter, as compared to $1.3 billion in the 1999 first
quarter. The growth in demand deposits has been achieved as a result of the
emphasis on developing long-term deposit relationships with borrowers, the use
of incentive compensation plans and, to a lesser extent, the successful
conversion of previously acquired savings bank locations into full-service
commercial banking locations. At March 31, 2000, demand deposits represented
19.0% of total deposits, as compared to 17.5% at March 31, 1999.
The use of derivative instruments, principally interest rate swaps,
decreased interest expense by approximately $1.1 million during the first
quarter of 2000. These derivative financial instruments were immaterial to the
overall cost of funds and net interest margin during these respective period
ends.
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. Because of the numerous simultaneous volume and rate changes during
the periods analyzed, it is not possible to precisely allocate changes to volume
or rate. 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.
<TABLE>
<CAPTION>
March 31, 2000 VS. 1999
------------------------------------------
CHANGE IN
AVERAGE AVERAGE NET INTEREST
(in thousands) VOLUME RATE INCOME
------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME FROM EARNING ASSETS:
Securities...................................................................... $4,712 $3,658 $8,370
Loans, Net of Unearned Income................................................... 30,372 (5,751) 24,621
Money Market Investments........................................................ (316) 661 345
------------------------------------------
Total Interest Income........................................................ 34,768 (1,432) 33,336
INTEREST EXPENSE ON LIABILITIES:
Savings, NOW & Money Market Deposits............................................ 1,211 1,134 2,345
Time Deposits................................................................... 1,357 (341) 1,016
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase................................................ (10,508) 1,910 (8,598)
Other Borrowings................................................................ 26,982 (85) 26,897
------------------------------------------
Total Interest Expense....................................................... 19,042 2,618 21,660
------------------------------------------
Net Change in Net Interest Income............................................... $15,726 ($4,050) $11,676
==========================================
</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.
15
<PAGE> 16
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 periods ended March 31, 2000 and 1999, respectively.
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands ) BALANCE INTEREST RATE BALANCE INTEREST RATE
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Securities............................................. $5,051,450 $86,532 6.89% $4,793,316 $78,162 6.61%
Loans, net of unearned income (1)...................... 8,418,174 169,159 8.08% 6,966,709 144,538 8.41%
Money Market Investments............................... 67,677 1,389 8.25% 90,666 1,044 4.67%
---------------------- -----------------------
Total Interest Earning Assets........................ 13,537,301 257,080 7.64% 11,850,691 223,744 7.66%
---------------------- -----------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks................................ 223,073 178,657
Other Assets (2)....................................... 387,071 469,581
----------- -----------
Total Assets......................................... $14,147,445 $12,498,929
=========== ===========
INTEREST BEARING LIABILITIES:
Savings, N.O.W. & Money Market Deposits................ $3,862,176 $18,909 1.97% $3,622,673 $16,564 1.85%
Time Deposits.......................................... 2,808,133 33,641 4.82% 2,711,980 32,625 4.88%
---------------------- -----------------------
Total Savings and Time Deposits...................... 6,670,309 52,550 3.17% 6,334,653 49,189 3.15%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase....................... 2,352,290 33,580 5.74% 3,114,335 42,178 5.49%
Other Borrowings....................................... 1,920,311 28,707 6.01% 116,667 1,810 6.29%
----------------------- ------------------------
Total Borrowings..................................... 4,272,601 62,287 5.86% 3,231,002 43,988 5.52%
----------------------- ------------------------
Total Interest Bearing Liabilities................. 10,942,910 114,837 4.22% 9,565,655 93,177 3.95%
----------------------- ------------------------
Rate Spread............................................ 3.42% 3.71%
NON-INTEREST BEARING LIABILITIES
Demand Deposits........................................ 1,638,783 1,275,782
Other Liabilities...................................... 203,025 238,822
------------ ------------
Total Liabilities..................................... 12,784,718 11,080,259
Capital Securities..................................... 221,008 199,293
Stockholders' Equity.................................. 1,141,719 1,219,377
------------ ------------
Total Liabilities and Stockholders' Equity........... $14,147,445 $12,498,929
============ ============
Net Interest Income & Net Interest Margin ............. 142,243 4.23% 130,567 4.47%
Less: Tax Equivalent Adjustment........................ (3,106) (1,203)
---------- -----------
Net Interest Income............................... $139,137 $129,364
========== ===========
</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 and securities, 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, $1.55,
$1.43, and $1.03 for the three months ended March 31, 2000; $N/A, $1.58,
$1.56, $1.43, and $1.03 for the three months ended March 31, 1999,
respectively.
NON-INTEREST INCOME
During the first quarter of 2000, non-interest income, exclusive of net
securities losses and net gains on the sale of loans, increased $4.0 million, or
26.1%, to $19.3 million, when compared to $15.3 million in the comparable prior
year period. The improvement in non-interest income was achieved through a $1.8
million, or 26.2%, increase in fees and service charges on deposit accounts to
$8.5 million; a $1.9 million, or 59.7%, increase in other operating income to
$5.2 million; and a $.4 million, or 8.4%, increase in investment management,
commissions and trust fees to $4.7 million. The increase in fees and service
charges on deposit accounts was attributable to increased levels of demand
deposits, revisions to deposit fee
16
<PAGE> 17
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
NON-INTEREST INCOME (CONTINUED)
structures, and to lesser extent the acquisition of Reliance. Contributing to
the growth in other operating income was fee income realized from the Company's
recently acquired check cashing subsidiary, CBMC, Inc. and the introduction of
additional fee based services. CBMC operates from five Manhattan locations and
was a wholly owned subsidiary of Reliance. Investment management, commissions
and trust fees continued to grow at a modest pace and should continue to grow as
these products and services are introduced to the former JSB and Reliance
customer base. The components of non-interest income should continue to improve
throughout 2000 as the full impact of the recently completed acquisitions are
realized.
Net securities losses recognized during the most recent quarter were $19.7
million as compared to net securities gains of $2.7 million during the 1999
first quarter. Securities losses recognized during the most recent quarter were
due to management's decision to sell approximately $1.1 billion in securities
held in its available-for-sale portfolio and thereby reduce the Company's
exposure to further increases in short-term interest rates. Net securities gains
recognized during the first quarter of 1999 resulted primarily from the sale of
equity positions in certain publicly traded companies.
Additionally, during the most recent quarter, the Company recognized a net
gain of $2.3 million in connection with the sale of approximately $238 million
of higher risk profile loans, including non-performing and sub-performing loans,
which it believes wouldn't have performed as well in a weaker economy.
NON-INTEREST EXPENSE
During the first quarter of 2000, non-interest expense, exclusive of the
merger related restructure charge and other special items totaling $56.5 million
(see the "Business Combinations" section for additional detail), aggregated
$56.9 million, an increase of $6.2 million, or 12.2%, compared to $50.7 million
in the comparable prior year period. The increase in non-interest expense is
attributable to a $3.3 million increase in compensation and employee benefits, a
$1.2 million increase in amortization of intangible assets, a $.7 million
increase in other operating expenses (exclusive of $6.0 million in Dime related
costs), a $.6 million increase in occupancy and equipment, and a $.4 million
increase in capital securities costs.
The increase in compensation and employee benefits expense is due primarily
to the Company's expanded use of incentive compensation plans to achieve its
objective of growing demand deposits and generating fee income, annual merit
increases, increased costs associated with employee benefits, and to a lesser
extent, the acquisition of Reliance. The increase in the amortization of
intangible assets is principally due to the increase in goodwill recorded in
connection with the Reliance acquisition. The increase in capital securities
costs is directly associated with the assumption of $45 million in capital
securities issued by Reliance in April 1998.
Additionally, the Company incurred approximately $6.0 million in expenses
directly related to its proposed acquisition of Dime during the most recent
quarter. These expenses consisted principally of legal fees, professional fees,
and shareholder notifications and mailings.
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
35.2% in the 2000 first quarter, as compared with 34.7% 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. The modest increase during the most recent quarter
resulted principally from the timing of closing the JSB and Reliance
transactions.
INCOME TAXES
The effective tax rate for the three months ended March 31, 2000, exclusive
of the merger and related restructuring costs and other special items, was 35%,
as compared to 36.03% for the first quarter of 1999. Management anticipates that
the effective tax rate for the remainder of 2000 will be approximately 36%.
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) 2000 TOTAL 1999 TOTAL 1999 TOTAL
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage Loans-Multi-Family.............. $3,278,708 37% $2,827,272 36% $2,700,905 38%
Mortgage Loans-Residential............... 2,631,114 30% 2,221,779 28% 2,017,923 28%
Mortgage Loans-Commercial................ 1,421,170 16% 1,327,001 17% 1,238,349 17%
Commercial and Industrial................ 792,067 9% 697,763 8% 534,552 8%
Consumer Loans and Leases................ 661,703 7% 752,256 10% 542,734 8%
Construction and Land Loans............. 101,493 1% 87,257 1% 70,008 1%
---------------------------------------------------------------------------------
$8,886,255 100% $7,913,328 100% $7,104,471 100%
=================================================================================
</TABLE>
17
<PAGE> 18
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.
Loans outstanding at March 31, 2000 increased $1.8 billion, or 25.2%, to
$8.9 billion, as compared to $7.1 billion at March 31, 1999. The growth
experienced during the past year has resulted from both originations and the
Reliance purchase acquisition. The absolute level of growth has been tempered by
the level of prepayment activity experienced during most of 1999 and
management's decision to periodically sell certain loans considered higher risk.
The acquisition of Reliance added approximately $1.0 billion in loans.
Reliance's loan portfolio was comprised principally of multi-family mortgages,
residential mortgages, and consumer loans.
The Company continues to experience strong internally generated loan
growth. Core loan growth was approximately $194 million, or 11.7%, on an
annualized basis during the most recent quarter. Contributing to this increase
has been the success experienced by the Company through its recently formed
subsidiary, All Points Capital Corp., which originates lease financing
transactions to existing customers of North Fork and through a national
distribution network.
Prepayment activity during most of 1999 was due in large measure to the
interest rate environment and aggressive pricing levels offered by competitors,
principally thrift companies and Wall Street conduits. Prepayment activity over
the last several months has slowed dramatically due primarily to increases in
market interest rates.
During the most recent quarter, the Company sold approximately $238 million
of loans perceived by management to be higher risk profile loans, including
certain non-performing and sub-performing loans, which it believes would not
have performed as well in a weak economy.
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>
-------------------------------------------
MARCH 31, DECEMBER 31, MARCH 31,
(in thousands) 2000 1999 1999
-------------------------------------------
<S> <C> <C> <C>
Loans Ninety Days Past Due and Still Accruing.................................. $5,443 $6,131 $4,043
Non-Accrual Loans.............................................................. 7,669 8,997 9,830
-------------------------------------------
Non-Performing Loans........................................................... 13,112 15,128 13,873
Other Real Estate.............................................................. 1,081 787 3,151
-------------------------------------------
Non-Performing Assets.......................................................... $14,193 $15,915 $17,024
===========================================
Restructured, Accruing Loans................................................... N/A N/A $580
===========================================
</TABLE>
18
<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
ASSET QUALITY (CONTINUED
At March 31, 2000, non-performing assets declined by $1.7 million, or
10.8%, when compared to $15.9 million at December 31, 1999. Non-performing
assets at March 31, 2000 declined $2.8 million, or 16.6%, when compared to $17.0
million at March 31, 1999. The declining trend in non-performing assets over the
past five years is a result of the effectiveness of the Company's loan
administration and workout procedures, as well as a strong local economy.
Non-performing assets continued to decline during the most recent quarter, even
though the Company acquired approximately $7.1 million in non-performing assets
in the Reliance transaction. Non-performing loans at March 31, 2000 consisted of
$5.6 million in consumer loans and leases, $3.3 million in residential
mortgages, $2.0 million in commercial mortgages, and $2.2 million in commercial
loans.
The following table represents a summary of the changes in the allowance
for loan losses:
<TABLE>
<CAPTION>
2000 1999
---------------------------
<S> <C> <C>
(dollars in thousands)
Balance at Beginning of Year................................................................... $74,525 $77,683
Reliance Purchase Acquisition at merger date................................................... 9,069 -
Provision for Loan Losses...................................................................... 9,000 1,257
Recoveries Credited to the Allowance........................................................... 1,644 907
---------------------------
94,238 79,847
Losses Charged to the Allowance................................................................ (6,747) (3,714)
---------------------------
Balance at End of Period....................................................................... $87,491 $76,133
===========================
Net Charge-Offs to Average Loans............................................................... 0.24% 0.16%
Non-Performing Assets to Total Assets.......................................................... 0.09% 0.13%
Allowance for Loan Losses to Period End Loans, net............................................. 0.99% 1.07%
Allowance for Loan Losses to Non-performing Loans.............................................. 667% 549%
</TABLE>
The provision for loan losses increased to $9.0 million, as compared to
$1.3 million for the comparable prior year period. Reflected in the current
period was a special provision of approximately $6.8 million. This additional
provision was recognized by management in order to conform the provisioning
policies of the acquired institutions to that of the Company and to restore the
Company's 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 March 31, 2000.
19
<PAGE> 20
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>
MARCH 31, 2000 DECEMBER 31, 1999 MARCH 31, 1999
--------------------------------------------------------------------------
(in thousands) AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE COST VALUE
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AVAILABLE-FOR-SALE:
U.S. Treasury Securities........................ $20,043 $19,934 $20,046 $19,978 $29,949 $30,178
U.S. Government Agencies' Obligations........... 131,341 129,727 88,709 86,210 118,164 121,431
Mortgage-Backed Securities...................... 1,010,350 996,903 895,855 869,882 791,042 790,805
CMO's Agency Issuances.......................... 531,068 520,804 489,151 463,087 366,162 364,620
CMO's Private Issuances......................... 1,661,013 1,630,805 1,781,288 1,724,183 1,729,846 1,724,713
Equity Securities (1)........................... 298,346 315,093 273,701 336,554 232,608 308,584
Other Securities................................ 305,186 286,325 198,861 182,316 203,688 200,996
--------------------------------------------------------------------------
$3,957,347 $3,899,591 $3,747,611 $3,682,210 $3,471,459 $3,541,327
==========================================================================
HELD-TO-MATURITY
U.S. Government Agencies' Obligations........... $5,038 $5,038 $20,051 $20,047 $125,063 $125,049
State & Municipal Obligations................... 75,216 73,414 76,173 74,171 72,149 73,224
Mortgage-Backed Securities...................... 426,700 408,195 447,209 427,895 525,287 524,355
CMO's Agency Issuances.......................... 98,618 97,226 115,027 113,470 143,918 144,084
CMO's Private Issuances......................... 655,128 621,605 674,072 645,700 801,694 795,977
Other Securities................................ 18,789 18,098 18,972 18,313 22,358 22,169
--------------------------------------------------------------------------
$1,279,489 $1,223,576 $1,351,504 $1,299,596 $1,690,469 $1,684,858
==========================================================================
</TABLE>
(1) Amortized cost and fair value includes $197.4 million, $170.7 million, and
$120.5 million in Federal Home Loan Bank stock at March 31, 2000, December
31, 1999, and March 31, 1999, respectively.
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 March 31, 2000 was 5.3 years.
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 4.5 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 March 31, 2000, December 31, 1999, and March 31, 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 March 31, 2000, securities carried at $3.2 billion were pledged to
secure securities sold under agreements to repurchase, other borrowings, and for
other purposes as required by law.
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 4% ("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, 2000, 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.
20
<PAGE> 21
MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)
CAPITAL (CONTINUED)
The following table sets forth the Company's regulatory capital at March
31, 2000, under the rules applicable at such date. Management believes that the
Company meets all capital adequacy requirements to which it is subject.
<TABLE>
<CAPTION>
MARCH 31, 2000
------------------------------
(dollars in thousands) AMOUNT Ratio
------------------------------
<S> <C> <C>
Tier 1 Capital.............................................................................. $1,212,050 13.98%
Regulatory Requirement...................................................................... 346,846 4.00%
------------------------------
Excess...................................................................................... $865,204 9.98%
==============================
Total Risk Adjusted Capital................................................................. $1,307,077 15.07%
Regulatory Requirement...................................................................... 693,692 8.00%
------------------------------
Excess...................................................................................... $613,385 7.07%
==============================
Risk Weighted Assets........................................................................ $8,671,146
=================
</TABLE>
The Company's leverage ratio at March 31, 2000 was 8.79%. The Tier 1, total
risk-based and leverage capital ratios of North Fork were 10.95%, 12.09%, and
6.89%, respectively, at March 31, 2000.
On March 28, 2000, the Board of Directors declared a regular quarterly cash
dividend of $.18 per common share. The dividend is payable May 15, 2000 to
shareholders of record at the close of business April 28, 2000.
On February 11, 2000, the Company's shareholders approved a resolution to
amend the Company's 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. All
periods reported have been retroactively adjusted to reflect the change in par
value.
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 March 31, 2000, management believes that a 100 basis
point gradual increase in interest rates over the next twelve months would
decrease net interest income by $16 million, or 2.7%, while a gradual decrease
in interest rates would increase net interest income by $18 million, or 3.0%.
21
<PAGE> 22
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 $8.4 million of
retained earnings available for dividends as of April 1, 2000.
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 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 base.
The bank subsidiaries currently have the ability to borrow an additional
$4.0 billion on a secured basis, utilizing mortgage related loans and securities
as collateral. At March 31, 2000, the Company had $3.2 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.
22
<PAGE> 23
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 15, 2000 /s/ Daniel M. Healy
-------------------
Daniel M. Healy
Executive Vice President &
Chief Financial Officer
23
<PAGE> 1
[EXHIBIT 11]
NORTH FORK BANCORPORATION, INC.
COMPUTATION OF NET INCOME PER COMMON EQUIVALENT SHARE
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------
MARCH 31, 2000 MARCH 31, 1999
---------------------------------
<S> <C> <C>
Net Income.............................................................................. $1,911,686 $61,046,696
Common Equivalent Shares:
Weighted Average Common Shares Outstanding.............................................. 162,316,115 167,444,492
Weighted Average Common Equivalent Shares .............................................. 1,064,902 1,599,033
---------------------------------
Weighted Average Common and Common Equivalent Shares.................................... 163,381,017 169,043,525
=================================
Net Income per Common Equivalent Share - Basic.......................................... $0.01 $0.36
Net Income per Common Equivalent Share - Diluted........................................ $0.01 $0.36
</TABLE>
24
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 221,647 153,072
<INT-BEARING-DEPOSITS> 14,405 5,450
<FED-FUNDS-SOLD> 0 81,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 3,899,591 3,541,327
<INVESTMENTS-CARRYING> 1,279,489 1,690,469
<INVESTMENTS-MARKET> 1,223,576 1,684,858
<LOANS> 8,886,255 7,104,471
<ALLOWANCE> 87,491 76,133
<TOTAL-ASSETS> 15,024,882 12,834,257
<DEPOSITS> 9,034,045 7,648,202
<SHORT-TERM> 2,694,022 1,090,000
<LIABILITIES-OTHER> 441,027 400,448
<LONG-TERM> 1,562,759 3,566,796
0 0
0 0
<COMMON> 1,738 1,930
<OTHER-SE> 1,291,291 1,216,881
<TOTAL-LIABILITIES-AND-EQUITY> 15,024,882 12,834,257
<INTEREST-LOAN> 168,924 144,285
<INTEREST-INVEST> 83,865 77,212
<INTEREST-OTHER> 1,185 1,044
<INTEREST-TOTAL> 253,974 222,541
<INTEREST-DEPOSIT> 52,550 49,189
<INTEREST-EXPENSE> 114,837 93,177
<INTEREST-INCOME-NET> 139,137 129,364
<LOAN-LOSSES> 9,000 1,257
<SECURITIES-GAINS> (19,748) 2,703
<EXPENSE-OTHER> 113,353 50,660
<INCOME-PRETAX> 18,606 95,428
<INCOME-PRE-EXTRAORDINARY> 18,606 95,428
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,912 61,047
<EPS-BASIC> 0.01 0.36
<EPS-DILUTED> 0.01 0.36
<YIELD-ACTUAL> 4.23 4.47
<LOANS-NON> 7,669 9,830
<LOANS-PAST> 5,443 4,043
<LOANS-TROUBLED> 0 580
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 74,525 77,683
<CHARGE-OFFS> 6,747 3,714
<RECOVERIES> 1,644 907
<ALLOWANCE-CLOSE> 87,491 76,133
<ALLOWANCE-DOMESTIC> 87,491 76,133
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
