SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d) of
The Securities Exchanges Act of 1934
For the quarter ended Commission File No. 0-22058
March 31, 1999
MERCHANTS NEW YORK BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3650812
(State or other jurisdiction (I.R.S. employer identification no.)
incorporation or organization)
275 Madison Avenue, New York, N.Y. 10016-0001
(Address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)973-6600
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
---
As of May 5, 1999, there were 9,671,493 shares of common stock
outstanding, the Registrant's only class of stock.
<PAGE>
MERCHANT'S NEW YORK BANCORP
Quarter Ended March 31, 1999
Page
----
Table of Contents 1
Part I Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 2
Consolidated Statements of Income and
Comprehensive Income 3
Consolidated Statements of Changes in Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 13
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 16
1
<PAGE>
Merchants New York Bancorp
Consolidated Balance Sheets
March 31, December 31,
For the periods ended 1999 1998
- --------------------------------------------------------------------------------
(Unaudited)
Assets
Cash and due from banks ........................ $ 29,210,207 $ 38,435,946
Federal funds sold ............................. 0 5,000,000
Securities available for sale, at market value . 618,492,469 660,026,352
Investment securities (market value of
$222,974,766 in 1999
and $203,429,134 in 1998) ................... 218,055,408 198,163,304
-------------- --------------
Total securities .................... 836,547,877 858,189,656
-------------- --------------
Loans, net of unearned discounts ............. 355,540,551 361,763,395
Less allowance for loan losses ........... 8,114,200 7,964,735
-------------- --------------
Total loans, net .................... 347,426,351 353,798,660
-------------- --------------
Premises and equipment ....................... 6,523,842 6,708,796
Customers' liability on acceptances .......... 19,868,002 13,241,093
Other assets ................................. 12,572,853 14,196,829
-------------- --------------
Total Assets ............................. $1,252,149,132 $1,289,570,980
============== ==============
Liabilities and Stockholders' Equity
Deposits:
Demand ............................... $ 269,109,452 $ 282,044,272
NOW .................................. 51,548,600 46,444,839
Savings .............................. 27,599,357 26,177,229
Money market ......................... 164,501,055 162,788,408
Time ................................. 396,170,625 416,868,544
-------------- --------------
Total deposits ....................... 908,929,089 934,323,292
Securities sold under repurchase
agreements .............................. 145,000,000 160,000,000
Other short-term borrowings ................ 50,037,910 49,282,319
Acceptances outstanding .................... 19,868,002 13,241,093
Other liabilities .......................... 17,377,031 19,746,071
-------------- --------------
Total Liabilities .................... 1,141,212,032 1,176,592,775
Stockholders' Equity
Capital stock: $.001 par value;
40,000,000 authorized shares;
9,989,332 shares issued in 1999
and 1998 ................................ 9,989 9,989
Surplus .................................... 23,889,352 23,889,352
Undivided profits .......................... 87,837,184 86,304,445
Less: Treasury stock at cost:
306,045 and 240,507 shares
in 1999 and 1998, respectively .......... 8,360,541 6,301,081
Accumulated other comprehensive income,
net of tax:
Unrealized appreciation on securities
available for sale .................... 7,561,116 9,075,500
-------------- --------------
Total Stockholders' Equity ........... 110,937,100 112,978,205
-------------- --------------
Total Liabilities and Stockholders'
Equity ............................ $1,252,149,132 $1,289,570,980
============== ==============
See accompanying notes to consolidated financial statements.
2
<PAGE>
Merchants New York Bancorp
Consolidated Statements of Income & Comprehensive Income
(Unaudited)
For the three months ended March 31, 1999 1998
- --------------------------------------------------------------------------------
Interest and Dividend Income
Loans ...................................... 7,275,005 7,141,745
Investment securities:
Taxable ................................ 12,355,627 11,947,481
Non-taxable ............................ 1,168,053 1,121,481
Other interest income ...................... 256,106 367,551
------------ ------------
Total interest and dividend income ..... 21,054,791 20,578,258
------------ ------------
Interest Expense
Deposits ................................... 6,698,773 7,110,153
Securities sold under repurchase agreements. 1,932,738 1,987,603
Other short-term borrowings ................ 690,271 402,901
------------ ------------
Total interest expense ................. 9,321,782 9,500,657
------------ ------------
Net Interest Income .................... 11,733,009 11,077,601
Provision for possible loan losses ......... 200,000 400,000
------------ ------------
Net interest income after provision
for loan losses .................... 11,533,009 10,677,601
Non Interest Income
Service fee and other charges .............. 303,233 303,119
International department services .......... 696,428 696,607
Fee income ................................. 398,969 263,547
Securities gains, net ...................... 75,881 0
------------ ------------
Total non interest income .............. 1,474,511 1,263,273
------------ ------------
Non Interest Expense
Salaries and employee benefits ............. 3,860,017 3,589,954
Net occupancy .............................. 644,939 636,453
Equipment .................................. 229,264 206,792
Other expenses ............................. 1,873,311 1,777,541
------------ ------------
Total non interest expense ............. 6,607,531 6,210,740
------------ ------------
Income before income taxes ...................... 6,399,989 5,730,134
Provision for income taxes ...................... 2,190,430 2,042,681
------------ ------------
Net Income ............................ $ 4,209,559 $ 3,687,453
------------ ------------
Earnings per share:
Basic ...................................... $ 0.43 $ 0.38
Diluted .................................... 0.43 0.37
============ ============
Comprehensive income
Net income ....................................... 4,209,559 3,687,453
Other comprehensive income, net of tax:
Unrealized depreciation on securities
available for sale during the period ....... (1,514,384) (648,681)
Less: reclassification for gains included in
net income ................................ (75,881) 0
------------ ------------
Comprehensive income ........................ $ 2,619,294 $ 3,038,772
============ ============
See accompanying notes to consolidated financial statements.
3
<PAGE>
Merchants New York Bancorp
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
For the periods ended March 31, 1999 1998
- --------------------------------------------------------------------------------
Capital stock:
Balance at end of period ................ $ 9,989 $ 9,989
------------ ------------
Surplus:
Balance at end of period ................ 23,889,352 23,889,352
------------ ------------
Undivided profits:
Balance at beginning of year ............ 86,304,445 80,016,764
Net income .............................. 4,209,559 3,687,453
Cash dividends paid ..................... (1,940,902) (1,935,418)
Common stock issued from
treasury stock ........................ (735,918) (97,451)
------------ ------------
Balance at end of period ................ 87,837,184 81,671,348
------------ ------------
Treasury stock:
Balance at beginning of year ............ (6,301,081) (6,665,520)
Repurchase of 89,900 and 8,400 shares
of common stock in 1999 and 1998,
respectively .......................... (3,042,925) (327,124)
Issuance of 24,362 and 15,534 shares
of common stock in 1999 and 1998,
respectively .......................... 983,465 252,665
------------ ------------
Balance at end of period ................ (8,360,541) (6,739,979)
------------ ------------
Accumulated other comprehensive income:
Net unrealized appreciation on securities
available for sale, net of tax effect
Balance at beginning of year ............ 9,075,500 8,943,812
Changes during the period, net of tax ... (1,514,384) (648,681)
------------ ------------
Balance at end of period ................ 7,561,116 8,295,131
------------ ------------
Total stockholders' equity
Balance at beginning of year ............ 112,978,205 106,194,397
Changes during the period, net .......... (2,041,105) 931,444
------------ ------------
Total ending balance .................... $110,937,100 $107,125,841
============ ============
See accompanying notes to consolidated financial statements.
4
<PAGE>
Merchants New York Bancorp
Consolidated Statements of Cash Flows
(Unaudited)
For the periods ended March 31, 1999 1998
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net income ....................................... $ 4,209,559 $ 3,687,453
------------ ------------
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation .............................. 274,770 273,829
Amortization of premium, net of discounts . 1,721,533 1,863,069
Provision for loan losses ................. 200,000 400,000
Gains on sales ............................ (75,881) 0
Increase (decrease) in unearned discounts . 16,453 (61,059)
Decrease in other assets .................. 1,595,405 724,760
(Decrease) increase in other liabilities .. (1,489,539) 798,200
------------ ------------
Net cash provided by operating activities 6,452,300 7,686,252
------------ ------------
Cash flows from investing activities:
Net decrease in federal funds sold ........ 5,000,000 67,000,000
Proceeds from redemptions of securities
available for sale ..................... 54,452,862 33,280,697
Proceeds from sales of securities available
for sale ............................... 15,015,000 0
Purchase of securities available for sale . (49,235,506) (76,164,558)
Proceeds from redemptions of investment
securities ............................. 11,815,343 10,565,762
Purchase of investment securities ......... (14,445,458) (619,142)
Net decrease in customer loans ............ 6,155,856 22,176,993
Net increase in bank premises and equipment (61,244) (89,296)
------------ ------------
Net cash provided by investing activities 28,696,853 56,150,456
------------ ------------
Cash flows from financing activities:
Net decrease in demand deposits, NOW,
savings and money market accounts ..... (4,696,284) (14,038,693)
Net decrease in certificates of deposit .. (20,697,919) (19,485,188)
Net decrease in securities sold under
repurchase agreements ................. (15,000,000) (25,000,000)
Net increase in other short-term borrowings 755,591 8,245,167
Proceeds from issuance of common stock .... 247,547 155,214
Purchases of treasury stock ............... (3,042,925) (327,124)
Dividends paid ............................ (1,940,902) (1,935,418)
------------ ------------
Net cash used by financing activities . (44,374,892) (52,386,042)
------------ ------------
Net (decrease) increase in cash and cash equivalents (9,225,739) 11,450,666
Cash and cash equivalents at beginning of the period 38,435,946 51,209,936
Cash and cash equivalents at end of the period ... 29,210,207 62,660,602
Supplemental disclosure of cash flow information:
Interest paid ............................. 11,752,552 9,818,559
Taxes paid ................................ 89,714 48,461
See accompanying notes to consolidated financial statements
5
<PAGE>
Merchants New York Bancorp
Notes to Consolidated Financial Statements
1. The consolidated financial statements include the accounts of Merchants New
York Bancorp (Bancorp) and its wholly owned subsidiary, The Merchants Bank of
New York (the Bank). All material intercompany accounts and transactions have
been eliminated in consolidation. The consolidated financial statements as of
and for the interim periods of March 31, 1999 and 1998 are unaudited. All
adjustments, which consist of normal accruals necessary for the fair
presentation of such periods have been made. Certain reclassifications have been
made to the 1998 financial statements to conform to the current presentation.
The interim financial statement should be read in conjunction with Bancorp's
Annual Report on Form 10 - K for the year ended December 31, 1998.
2. Accumulated Other Comprehensive Income- SFAS No. 130, "Reporting
Comprehensive Income," establishes standards for the reporting and display of
comprehensive income and its components in financial statements. Comprehensive
income represents net income and certain amounts reported directly in equity,
such as the net unrealized appreciation or depreciation on available-for-sale
securities. Other Comprehensive Income is shown on the Balance Sheet net of tax.
Below are the before tax and tax expense amounts applicable as of March 31, 1999
and December 31, 1998.
Before Tax Tax Net-of-Tax
Amount Expense Amount
------ ------- ------
Other Comprehensive Income:
Unrealized appreciation,
as of March 31, 1999,
changes arising during period $12,058,351 $4,497,235 $ 7,561,116
----------- ---------- -----------
Unrealized appreciation,
as of December 31, 1998,
changes arising during period $14,452,237 $5,376,737 $ 9,075,500
----------- ----------- -----------
3. Accounting for the Disclosure about Segments of an Enterprise and Related
Information - the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", effective December 31, 1998. Among other
things, SFAS No. 131 requires public companies to report (i) certain financial
and descriptive information about their reportable operating segments (as
defined), and (ii) certain enterprise-wide financial information about products
and services, geographic areas and major customers. The required segment
financial disclosures include a measure of profit or loss, certain specific
revenue and expense items, and total assets in annual and interim financial
statements. Management believes that the Bank operates under one segment as
defined by SFAS No. 131.
4. Accounting for Employer's Disclosures about Pensions and Other Postretirement
Benefits SFAS No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", standardizes the disclosure requirements for pension
and other postretirement benefits to the extent practicable. It provides
information that assists users in (a) evaluating the employer's obligation under
pension and other postretirement benefit plans and the effects on the employer's
prospects for future cash flows, (b) analyzing the quality of currently reported
net income, and ( c ) estimating future reported net income. SFAS No. 132
addresses disclosure only and, accordingly, has been adopted by the Company in
its fiscal year ending December 31, 1998.
6
<PAGE>
Item 2, Management's Discussion and Analysis of Financial Condition and Results
of Operations
Comparison for the three months ended March 31, 1999 and March 31, 1998
Interest income on investments increased $455,000 to $13.5 million as compared
to $13.1 million for the same period in 1998. The increase was a result of $1.3
million from higher volume, offset by a decrease from lower interest rates of
$886,000. The average balance for the investment portfolio increased to $831.9
million, up $76 million from $755.9 million in 1998.
Interest income on loans increased to $7.3 million, up $133,000 compared to $7.1
million for the same period in 1998. $757,000 was from higher volume, offset by
a reduction of $624,000 from lower interest rates as the prime rate averaged
7.75% versus an average of 8.50% for the same period in 1998. The average loan
balance for the quarter increased to $349 million, up $35 million from $314
million in 1998.
Non interest income increased by $211,000 to $1.5 million in 1999 as compared to
$1.3 million for the same period in 1998. This was the result of gains on
investment sales of $76,000 reported for the first quarter in 1999 and increase
in fee income of $135,000.
Interest expense on interest bearing deposits decreased $411,000 to $6.7
million, down from $7.1 million for the same period in 1998. The decrease was a
result of $579,000 from lower interest rates, offset by $168,000 from higher
volume. Average interest bearing deposits increased $23.6 million to $652.0
million in 1999, compared to $628.4 million in 1998.
Interest expense on repurchase agreements remained relatively the same at $1.9
million for both periods ending March 31, 1999 and 1998. The increase in volume
of $166,000 was offset by a reduction in interest rates of $221,000. The average
balance for repurchase agreements increased by $12.1 million for the quarter to
$150.1 million, up from $138.million for the same period in 1998.
Other short term borrowings were employed to fund the increase in the loan and
investment portfolios. At March 31, 1999, interest expense from other short term
borrowings consisting of FHLB advances, Federal funds purchased, and US Treasury
demand notes, increased by $287,000 to $690,000, up from $403,000 for the same
period in 1998. The increase was primarily the result of higher volume of FHLB
term advance, as the average balance for the period increased to $45 million, up
$25 million when compared to the same period in 1998. Interest expense on FHLB
term advance for the first quarter increased $313,000 to $602,000 compared to
$289,000 for the same period in 1998.
Non-interest expense increased to $6.6 million, up $397,000 from the 1998
results of $6.2 million. This stemmed principally from increases of $270,000 in
salaries and benefits , $53,000 increase in professional fees for various
services, and $74,000 increase in other miscellaneous expenses.
Income tax expense increased slightly by $148,000 to $2.2 million, compared to
$2.0 million in 1998. This was due principally to an increase in income before
taxes of $670,000.
7
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
PROVISION FOR POSSIBLE LOAN LOSSES
An addition of $200,000 was made to the Provision for Possible Loan Losses for
the first quarter in 1999, versus $400,000 in 1998. The loan loss provision is
based on maintaining a loan loss reserve to cover all non-accrual and higher
risk loans. The Bank's level of reserve follows industry standards, with the
provision rising and falling to reflect the status of our loan portfolio risk.
The level of allowance for loan losses is evaluated by management quarterly and
is based on several factors in addition to nonaccrual loans, doubtful and
substandard loans including: charged-off loans, recoveries, changes in levels
and characteristics of outstanding loans, and loans classified by management as
higher than normal credit risk, but where a loss is not currently anticipated.
Historically, the Bank's loans that were charged off in the last five years,
averaged $1.7 million per year, while the increase to the provision averaged at
$1.6 million, as of March 31, 1999. At March 31, 1999, the Bank's allowance for
loan losses was 2.32 % of average loans outstanding totaling $349 million, with
2.17% of $314 million for the same period in 1998.
The following table sets forth certain information with respect to the loan loss
experience for the quarters ending March 31, 1999 and 1998.
3/31/99 3/31/98
------- -------
(In thousands)
Balance at beginning of period ................... $7,965 $6,167
Provision for loan losses ........................ 200 400
Charge offs ...................................... 178 0
Recoveries:
Commercial .............................. 125 247
Installment ............................. 2 3
------- -------
Total ............................................ $8,114 $6,817
======= =======
PAST DUE LOANS AND NON PERFORMING ASSETS
Loans are generally placed on non-accrual status when principal or interest
becomes 90 days or more delinquent. Loans past due 90 days or more which are
still accruing, are either secured or are in the process of collection. Loans
remain on non-accrual status until principal and interest payments are current
or charged off. The following table sets forth the aggregate amount of
non-accrual and past due loans which are 90 days or more past due as to
principal or interest payments on the date indicated.
3/31/99 12/31/98
------- --------
(Dollars in thousands)
Non - accrual loans .................................. $ 491 $ 146
Loans past due more than 90 days
& still accruing ............................ 747 351
------ -----
Total ....................................... $1,238 $ 497
====== =====
Non - accrual loans as a % of reserve ................ 6.05% 1.83%
Non - accrual loans as a % of total
average loans .................................. .14 .04
Interest income that would have been earned
on non- accrual loans ............................. $ 7 $ 2
8
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
LIQUIDITY
Liquidity measures the Bank's ability to satisfy current and future obligations
and commitments as they become due. Maintaining an adequate liquidity level
through proper asset/liability management insures that these needs will be met
at a reasonable cost. Funds to meet liquidity needs are raised through the
liquidation or maturity of an asset or through increased deposits or borrowings.
Average cash and short term investments totaled $61.9 million at March 31, 1999
compared with $59 million at December 31, 1998, accounting for 4.9% and 4.7% of
the Bank's total average assets, respectively. Management considers overall
liquidity at March 31, 1999 to be adequate to meet current obligations, to
support expectations for future changes in asset and liability levels and to
carry on normal operations.
Scheduled loan payments and payments of principal and interest from the
investment portfolio provided additional liquidity. Through principal repayments
and redemptions, the investment portfolio generated $66.3 million for the first
quarter of 1999 and a total of $231.3 million for the year ended December 31,
1998 for reinvestment and/or liquidity. Furthermore, $15 million for the period
ended March 31, 1999 and a total of $19 million for the year ended December 31,
1998 were the result of investment sales to take advantage of interest rate
arbitrage.
On the liability side, the primary source of funds available to meet liquidity
needs is the Bank's core deposit base. The average balance of total deposits was
$934.2 million as of March 31, 1999, compared to $887 at December 31, 1998. The
Bank continues to retain a substantial portion of its average deposits in the
form of noninterest-bearing funds, which were 30.2% at March 31, 1999 and 29% at
December 31, 1998, or $282.2 million and $255 million, respectively.
Capital
The primary source of capital growth is through retention of earnings. Undivided
profits increased to $87.8 million as of March 31, 1999 as compared to $86.3
million as of December 31, 1998. On February 23, 1999, the Bank's Board of
Directors declared its 263rd consecutive quarterly dividend of $.20 per share of
common stock payable to its shareholders. The Board believes that cash dividends
are an important component of shareholder value and at the Company's current
level of performance, dividend payments will continue into the future.
The capital base of a bank is a significant measure of the strength of a
financial institution. The Bank has seen a steady capital growth over the past
several years, with the risk based ratios and leverage ratio, as shown below, in
excess of the required "Well Capitalized" level of 10% and 5%, respectively.
Required 3/31/99 12/31/98
-------- ------- --------
Tier I Capital Ratio......... 4.00% 18.41% 16.94%
Total Capital Ratio.......... 8.00 19.66 18.19
Leverage Ratio.............. 3.00 8.11 7.91
9
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
There was an overall decrease of $2 million in capital from December 31, 1998 to
March 31, 1999. Of this change, there was an increase in retained earnings of
$1.5 million, a decrease in the change in market value of available for sale
securities (net of tax effect) of $1.5 million and a net increase of $2 million
in Treasury stock transactions.
THE YEAR 2000 ("Y2K") ISSUE
This issue deals with the concerns regarding the inability of computers to
recognize the advent of the date 2000 and potential problems resulting
therefrom. The Company utilizes and is dependent upon data processing systems,
as well as software, to conduct its business. The data processing systems and
software include those developed and maintained by the Company's third-party
data processor, which are operated on in-house personal computers and wide area
networks. The Company has an extensive program in place to address its exposure
to the Year 2000 issue, handled by the Y2K committee.
The committee is active with members from all areas of the Company. It has
conducted a review and has developed segregated test environments where computer
technicians and end users are able to simulate the change to year 2000 and
beyond. The committee is continuing to devote necessary resources to ensure that
the Company's operations wil not be materially impacted or disrupted due to a
Y2K computer system malfunction. As of March 31, 1999, the Company was 95% ready
and is scheduled to be 100% ready by September 30, 1999.
The Company has obtained documentation from its vendors regarding their Y2k
status. Vendors whose products or services are believed by management to be
material to the Company have either provided written assurance that they are Y2K
compliant or expect to be in compliance sometime this year. The Company could be
adversely affected if other entities do not appropriately address their own
compliance issues. The Company will continue to educate its critical third
parties on Year 2000 issues; to monitor their readiness and assess their
potential impact on the Company; and to develop the necessary contingency plans.
In addition to the previously discussed initiatives, the Company has developed
business resumption, remediation and event contingency plans to prepare for
potential systems failures at critical dates, failures of critical third parties
to effectively remediate and certify their systems, as well as any other
unanticipated events that could arise with the date change. The development of
these plans include the identification of core business processes critical to
the Company's business operations and an assessment of failure scenarios. There
can be no complete assurance that the Company will not be adversely affected by
unforseen problems in the Company's computer systems or in systems provided by
third parties and by other entities not associated with the Company which are
unsuccessful in properly addressing this issue.
In compliance with Year 2000 disclosure requirements, the committee has analyzed
the impact that compliance with the Year 2000 may have on earnings. The Company
expects that costs associated with attaining Y2K readiness , including costs
already incurred will total approximately $400,000. The Company has not
incurred, and is not likely to incur, costs that are material to any reporting
period.
10
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
PRIVATE SECURITIES LITIGATION REFORM ACT of 1995
This report contains certain forward-looking statements which are based on
management's current expectations regarding economic, legislative and regulatory
issues that may impact the Company's earnings in future periods. Factors that
could cause future results to vary from current management's expectations
include, but are not limited to general economic conditions: changes in interest
rate, deposit flows, loan demand, real estate values and competition; changes in
accounting principles, policies or guidelines; changes in legislation and
regulation; changes in the ability of the Company, its vendors and customers to
respond effectively to the year 2000 issue; and other economic, competitive,
governmental, regulatory and technological factors affecting the Company's
operations, pricing, products and services.
11
<PAGE>
Item 3, Quantitative and Qualitative Disclosure About Market Risk
MARKET RISK MANAGEMENT
Market risk is the risk of loss in a financial instrument arising from adverse
changes in market rates/prices such as interest rates, foreign currency
exchange rates, commodity prices and equity prices. The Bank's primary market
risk exposure is interest rate risk, with foreign exchange, commodity and equity
price risk not arising in the ordinary course of business. The ongoing
monitoring and management of this risk is an important component of the Bank's
asset/liability process which is governed by policies, established by its
Board of Directors, that are reviewed and approved annually. The Board of
Directors delegates responsibility for carrying out the asset/liability
management policies to the Asset/Liability Committee (ALCO). In this capacity,
ALCO develops guidelines and strategies impacting the Banks asset/liability
management related activity based upon estimated market risk sensitivity, policy
limit and overall market interest rate levels/trends.
The objectives of the Bank's interest rate risk management activities are to
define an acceptable level of risk based on the Bank's business focus, capital
and liquidity requirements and to manage interest rate risk and maintain net
interest margins in a changing rate environment. The Bank does not currently
engage in trading activities or use of off balance sheet derivative instruments
to control interest rate risk. The Board of Directors have authorized management
to use derivatives if management deems it beneficial to the Bank.
Even with the Bank's active role in managing interest rate risk, the potential
for changing interest rates is an uncertainty that could have an adverse affect
on the earnings of the Bank. When interest-bearing liabilities mature or reprice
more quickly than interest-earning assets in a given period, a significant
increase in market interest rates could adversely affect net interest income.
Conversely, in a falling interest rate environment, these same interest-bearing
liabilities reprice more quickly than earning assets, producing a beneficial
effect on our net interest income.
In addition, management seeks to reduce the vulnerability of the Bank's
operating results to changes in interest rates and to manage the ratio of
interest rate sensitive assets to interest sensitive liabilities within
specified maturities or repricing periods, as set forth in the following
interest rate sensitivity gap analysis.
12
<PAGE>
Quantitative and Qualitative Disclosure About Market Risk
INTEREST RATE SENSITIVITY GAP ANALYSIS
As of March 31, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Less Than 3 to 12 1 to 5 Over
3 Months Months Years 5 Years Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Earning Assets
- ------------------------------------------------------------------------------------------------------------------------------------
Securities available for sale* .......................... $ 15,185 $ 137,240 $311,813 $142,196 $ 606,434
Securities held to maturity* ............................ 16,435 38,471 116,970 46,179 218,055
Loans ................................................... 342,156 4,015 6,626 2,744 355,541
Other ................................................... 491 300 -- -- 791
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest earning assets ........................... 374,267 180,026 435,409 191,119 1,180,821
====================================================================================================================================
Interest Bearing Liabilities
- ------------------------------------------------------------------------------------------------------------------------------------
Interest bearing deposits ............................... 502,945 117,587 19,108 180 639,820
Securities sold under
repurchase agreements .............................. 20,000 125,000 -- -- 145,000
Other short-term borrowings ............................. 50,038 -- -- -- 50,038
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest bearing liabilities ...................... 572,983 242,587 19,108 180 834,858
====================================================================================================================================
Net interest rate sensitivity gap ....................... (198,716) (62,561) 416,301 190,939 345,963
Cumulative gap position ................................. (198,716) (261,277) 155,024 345,963
Cumulative gap/total earning assets:
At March 31, 1999 ....................................... (16.83)% (22.13)% 13.13% 29.30%
</TABLE>
* Adjusted for weighted average maturity dates and prepayments for mortgage back
securities. All securities are disclosed at book value.
In managing the Bank's asset/liability position, management attempts to minimize
interest rate risk while enhancing net interest margins. Management continues to
believe that the increased net interest income resulting from a mismatch in
maturity of the Bank's assets and liability portfolio can, during periods of
declining or stable interest rates and periods in which there is a substantial
positive difference between long - and short-term interest rates, provide high
enough returns to justify the increased exposure to sudden and unexpected
increases in interest rates. During the first quarter of 1999, the Bank
increased utilization of short-term borrowings to fund the increase in loans and
investment portfolios. As a result, the Bank's results of operations and net
portfolio values remain vulnerable to increases in interest rates and to
fluctuations in the difference between long-and short-term interest rates.
Consistent with its asset/liability management philosophy, the Bank has taken
several steps to manage its interest rate risk. First, the Bank's loan
portfolio, as of March 31, 1999, totaled $355.5 million, which were virtually
all adjustable rate loans. Second, a majority of the Bank's securities are U.S.
Government and Agency mortgaged-backed securities, with an ending book value of
$707 million, and an expected weighted average maturity of approximately four
years or less. Third, the Bank has a significant amount of deposits which are
non-interest bearing or are only minimally sensitive to interest rate
fluctuations,
13
<PAGE>
Quantitative and Qualitative Disclosure About Market Risk
including $282 million in average demand deposits and $244 million in average
money market, NOW and savings accounts.
One approach used by management to quantify interest rate risk is the net
portfolio value (NPV) analysis. In essence, this approach calculates the
difference between the present value of the liabilities and the present value of
expected cash flows from assets and off balance sheet contracts. The following
table sets forth, as of March 31, 1999, an analysis of the Bank's interest rate
risk as measured by the estimated changes in NPV resulting from instantaneous
and sustained parallel shifts in the yield curve (+200 basis points measured in
100 basis point increments). For comparative purposes, the table also shows the
estimated percentage increase (decrease) in NPV at March 31, 1998.
NET PORTFOLIO VALUE ANALYSIS FOR INTEREST RATE RISK
<TABLE>
<CAPTION>
March 31, 1999
---------------------------------------------------------------- Percent Increase
Change in Interest Rates Estimated NPV Estimated Increase (Decrease) in NPV* (Decrease) in NPV at
Basis Points Amount Amount Percent March 31, 1998
- ---------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
+200 128,762 (46,958) (26.72%) (13.65%)
+100 154,368 (21,352) (12.15%) (5.16%)
-- 175,720 -- -- --
- -100 181,734 (6,014) 3.42% .75%
- -200 180,728 (5,008) 2.85% 1.30%
* Pre- Tax
</TABLE>
Certain assumptions are employed in preparing the preceding table. These
assumptions relate to interest rates, loan prepayment rates, deposit decay rates
and the market values of certain assets under the various interest rate
scenarios. It was also assumed that delinquency rates will not change as a
result of changes in interest rates, although there can be no assurance that
this will be the case. Even if the interest rates change in the designated
amounts, there can be no assurance that the Bank's assets and liabilities would
perform as set forth above. In addition, a change in U.S. Treasury rates in the
designated amounts accompanied by a change in the slope of the Treasury yield
curve would cause significantly different changes to the NPV than indicated in
the chart.
14
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8 - K
(a) Exhibits:
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8 - K: None
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MERCHANTS NEW YORK BANCORP, INC.
--------------------------------
Registrant
Date: May 7, 1999 /s/James G. Lawrence
--------------------
James G. Lawrence
President & Chief Executive Officer
Date: May 7, 1999 /s/M. Nasette Espiritu
----------------------
M. Nasette Espiritu
Vice President & Comptroller
15
Exhibit 11 - Computation of Earnings Per Share
Earnings Per Share (EPS), presented below is the calculation of basic and
diluted EPS for the Company for the three months ended March 31, 1999 and 1998.
1999 1998
--------- ---------
Net Income $4,209,559 $3,687,453
Less: minority interest 1,856 1,856
---------- ----------
Net income available to
common shareholders $4,207,703 $3,685,597
Weighted average shares
outstanding 9,707,152 9,678,634
Plus: effect of stock options
as dilutive securities 90,689 206,331
---------- ----------
Adjusted weighted average shares
assuming dilution 9,797,841 9,884,965
EPS - Basic $ 0.43 $ .38
EPS - Diluted $ 0.43 $ .37
================================================================================
16
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<CIK>
<NAME>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END>
<PERIOD-END> Mar-31-1999
<CASH> $28,419,390
<INT-BEARING-DEPOSITS> 790,817
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 618,492,469
<INVESTMENTS-CARRYING> 218,055,408
<INVESTMENTS-MARKET> 222,974,766
<LOANS> 355,540,551
<ALLOWANCE> 8,114,200
<TOTAL-ASSETS> 1,252,149,132
<DEPOSITS> 908,929,089
<SHORT-TERM> 195,037,910
<LIABILITIES-OTHER> 37,245,033
<LONG-TERM> 0
0
0
<COMMON> 9,989
<OTHER-SE> 110,927,111
<TOTAL-LIABILITIES-AND-EQUITY> 1,252,149,132
<INTEREST-LOAN> 7,275,005
<INTEREST-INVEST> 13,523,680
<INTEREST-OTHER> 256,106
<INTEREST-TOTAL> 21,054,791
<INTEREST-DEPOSIT> 6,698,773
<INTEREST-EXPENSE> 9,321,782
<INTEREST-INCOME-NET> 11,733,009
<LOAN-LOSSES> 200,000
<SECURITIES-GAINS> 75,881
<EXPENSE-OTHER> 6,607,531
<INCOME-PRETAX> 6,399,989
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,209,559
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
<YIELD-ACTUAL> 4.14
<LOANS-NON> 491,000
<LOANS-PAST> 747,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 7,964,735
<CHARGE-OFFS> 177,990
<RECOVERIES> 127,455
<ALLOWANCE-CLOSE> 8,114,200
<ALLOWANCE-DOMESTIC> 271,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 7,843,200
</TABLE>
