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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 26, 1999
T R FINANCIAL CORP.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other 0-21386 11-3154382
jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1122 FRANKLIN AVENUE, GARDEN CITY, NEW YORK
11530 (Address of principal executive offices,
including zip code)
Registrant's telephone number, including area code: (516) 742-9300
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1, 2, 3 AND 4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS
On January 26, 1999, T R Financial Corp. ("T R Financial") issued a
press release setting forth limited financial information for the three months
and year ended December 31, 1998. This press release is attached hereto as
Exhibit 99 and is incorporated herein by reference.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
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99 Press Release issued on January 26, 1999.
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
T R FINANCIAL CORP.
By: /s/ Dennis E. Henchy
--------------------------------
Dennis E. Henchy
Executive Vice President and
Chief Financial Officer
Date: February 10, 1999
3
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99 Press Release issued January 26, 1999
4
FOR IMMEDIATE RELEASE JANUARY 26, 1999
FOR INFORMATION CONTACT:
THEODORE S. AYVAS
VICE PRESIDENT
INVESTOR RELATIONS
(516) 739-4219
(516) 739-4203
T R FINANCIAL CORP. ANNOUNCES RECORD CORE EARNINGS
GARDEN CITY, NEW YORK, January 26, 1999 -- T R Financial Corp. (NASDAQ-
ROSE), the holding company for Roosevelt Savings Bank, today reported net income
for the year ended December 31, 1998 of $43.1 million, or $2.47 per share on a
diluted earnings per share basis, representing an increase of $8.4 million or
24.2% from $34.7 million, or $1.96 per share, for the year ended December 31,
1997. For the quarter ended December 31, 1998, net income totaled $11.1 million,
or $0.63 per share on a diluted per share basis, representing an increase of
16.4% from $9.5 million, or $0.53 per share, for the fourth quarter of 1997.
This represents an annualized return on average stockholders' equity of 16.89%
for the 1998 fourth quarter compared to 16.32% for the 1997 comparable quarter
and a return on average stockholders' equity of 16.96% for the year ended
December 31, 1998 compared to 15.86% for the year ended December 31, 1997. T R
Financial Corp. also reported core earnings per share for the year ended
December 31, 1998 of $2.11 compared to $1.76 for the 1997 comparable period, an
increase of 19.9%.
Net gains on sales of securities for the year ended December 31, 1998
totaled $10.9 million compared to $5.6 million for 1997. Adjusting reported
earnings per share by the net gains on sales of securities and other one time
items results in core earnings per share.
Commenting on the Company's performance, John M. Tsimbinos, Chairman
and CEO said "We are extremely pleased with the record results that we are
reporting today. The focus of our institution has always been on our basic
banking business and asset quality which has led to the results we are reporting
today, which were achieved despite the challenging interest rate and competitive
environment that existed during 1998." Mr. Tsimbinos went on to say "The
Company's continued solid financial performance and basic business and asset
quality, combined with the experienced senior management officers and Board
members who are joining Roslyn Bancorp, Inc., will provide a powerful
contribution to the future success of Roslyn following the merger of the two
companies."
The Company also reported cash earnings of $50.3 million for the year
ended December 31, 1998, an increase of 26.0% from the 1997 comparable period
cash earnings of $39.9 million. On a per share basis, this represents $2.88 for
1998 as compared to $2.25 for 1997. Cash earnings are calculated by adding to
reported earnings non-cash expenses related to the amortization and appreciation
of allocated shares in the Company's stock based benefit plans and the
associated tax benefits.
The Company's net interest margin declined for the quarter ended
December 31, 1998 to 2.45% as compared to 2.63% for the quarter ended December
31, 1997. This decline was largely the result of the Company's yield on earning
assets declining 28 basis points to 7.07% for the quarter ending December 31,
1998 from 7.35% in the comparable prior year period and was partially offset by
an 8 basis point decline in the Company's cost of funds over the comparable
periods.
<PAGE>
At December 31, 1998 the Bank's leverage and total risk-based capital
ratios were 6.36% and 18.22%, respectively, compared to 5.98% and 17.80% at
December 31, 1997. These capital ratios are well in excess of the FDIC
requirements of 4% and 8%, respectively, and qualify the Bank to be designated
as a well capitalized institution by regulatory agencies.
Stockholders' equity at December 31, 1998 was $274.0 million, which
represents an equity to asset ratio of 6.71% and a book value of $16.27 per
share. At December 31, 1998 stockholders' equity included net unrealized
appreciation in certain securities of $1.7 million, net of tax, compared to net
unrealized appreciation in certain securities of $5.1 million, net of tax, at
December 31, 1997.
At December 31, 1998 T R Financial Corp. had total assets of $4.09
billion, an increase of $242.0 million or 6.3% from December 31, 1997. Total
loans, net of the allowance for possible loan losses, reached $2.39 billion at
December 31, 1998, an increase of $345.2 million from December 31, 1997. Total
securities available for sale and held to maturity, net, decreased $110.4
million from the end of 1997 to $1.59 billion at December 31, 1998. Total
deposits decreased $54.2 million from the end of 1997 to $2.15 billion at
December 31, 1998. Borrowed funds, comprised of securities sold under agreements
to repurchase and FHLB borrowings, increased $269.8 million from December 31,
1997 to $1.57 billion at December 31, 1998.
Non-performing assets increased $1.8 million to $16.6 million or 0.41%
of total assets, at December 31, 1998 as compared to $14.8 million, or 0.38% of
total assets, at December 31, 1997 due primarily to an increase in FHA
government insured mortgages which moved into the non-performing category during
1998, partially offset by decreases in other mortgage loan categories. The ratio
of non-performing loans to total loans decreased to 0.66% at December 31, 1998,
representing a decrease of 1 basis point from 0.67% at December 31, 1997.
At December 31, 1998 the Company's allowance for possible loan losses
was $15.4 million, an increase of $511 thousand from $14.9 million at December
31, 1997. For the year ended December 31, 1998, the provision for possible loan
losses was $750 thousand, a decrease of $50 thousand from $800 thousand for the
year ended December 31, 1997. As of December 31, 1998, the Company's allowance
for possible loan losses as a percentage of non-performing loans was 96.65% as
compared to 108.53% at December 31, 1997.
Non-interest expense for the three months ended December 31, 1998 was
$11.1 million, a decrease of $363 thousand from the same quarter one year ago,
reflecting in part a $321 thousand decrease in marketing expense and a $497
thousand decrease in other operating expense. These decreases were partially
offset by an increase in salary and employee benefits expense of $579 thousand.
Non-interest income for the three months ended December 31, 1998 was $4.4
million, an increase of $1.0 million from the fourth quarter of 1997 primarily
due to net gains on sales of securities which increased by $1.2 million.
Statements contained in this news release which are not historical
facts are forward-looking statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in documents filed by the
companies with the Securities and Exchange Commission from time to time.
T R Financial Corp. and Roosevelt Savings Bank are headquartered in
Garden City, New York. Roosevelt Savings Bank services its customers from 15
full-service banking facilities located throughout Nassau, Suffolk, Brooklyn and
Queens.
T R Financial Corp.'s press releases are available at no charge through
PR Newswire's Company News On-Call fax service and on PR Newswire's Web Site.
For a menu of T R Financial Corp.'s press releases or to retrieve a specific
release, call (800) 758-5804, extension 755889, or http://www.prnewswire.com on
the Internet.
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T R FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share amounts)
(Unaudited)
December 31, December 31,
1998 1997
ASSETS
Cash and cash equivalents $ 17,868 $ 18,307
Securities available for sale:
Bonds and equities 203,286 308,569
Mortgage-backed securities 173,810 168,096
Total securities available
for sale 377,096 476,665
Securities held to maturity, net
(estimated fair value of $1,226,438 and
$1,245,735 at December 31, 1998 and 1997,
respectively):
Bonds 26,250 42,092
Mortgage-backed securities 1,182,195 1,177,208
Total securities held to
maturity, net 1,208,445 1,219,300
Loans receivable 2,408,642 2,062,896
Allowance for possible
loan losses (15,428) (14,917)
Loans receivable, net 2,393,214 2,047,979
Other real estate owned, net 644 1,040
Banking house and equipment, net 11,933 13,642
Accrued interest receivable 24,751 24,338
Federal Home Loan Bank of New York
(FHLB) stock, at cost 40,029 33,390
Deferred tax asset, net -- 2,034
Other assets 11,082 6,361
Total assets $4,085,062 $3,843,056
LIABILITIES and STOCKHOLDERS' EQUITY
Due to depositors $2,148,151 $2,202,353
Securities sold under agreements
to repurchase 1,135,000 807,000
FHLB borrowings 433,378 491,578
Mortgagors' escrow deposits 24,182 21,784
Accounts payable and
accrued expenses 17,972 19,526
Official checks outstanding 11,419 27,989
Accrued taxes payable 19,190 15,620
Deferred tax liability, net 876 --
Other liabilities 20,927 16,235
Total liabilities 3,811,095 3,602,085
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Commitments and contingencies --- ---
Stockholders' equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized; none issued --- ---
Common stock, $.01 par value, 60,000,000
shares authorized; 22,724,000 shares
issued; 17,636,638 shares and 17,598,029
shares outstanding at December 31, 1998
and 1997, respectively 227 227
Additional paid-in-capital 121,028 110,962
Retained earnings 213,143 183,065
Accumulated other comprehensive income:
Net unrealized appreciation in
certain securities, net of tax 1,660 5,057
Less:
Unallocated common stock
held by Employee Stock
Ownership Plan (ESOP) (3,613) (4,604)
Unearned common stock held by Bank's
Recognition and Retention Plan
and Trust (RRP) (52) (103)
Common stock held by Bank's Supplemental
Executive Retirement Plan and Trust, (SERP)
at cost (133,451 shares and 106,103 shares at
December 31, 1998 and 1997, respectively) (2,158) (1,225)
Treasury stock, at cost (5,087,362 shares
and 5,125,971 shares at December 31, 1998
and 1997, respectively) (56,268) (52,408)
Total stockholders' equity 273,967 240,971
Total liabilities and
stockholders' equity $4,085,062 $3,843,056
<PAGE>
T R FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Year Ended
December 31, December 31,
1998 1997 1998 1997
(in thousands, except per share amounts)
Interest income:
Mortgage loans $41,202 $35,902 $157,944 $132,528
Mortgage-backed
securities 24,163 23,846 100,715 88,226
Bonds, equities and
other investments 4,124 5,957 19,708 26,409
Other loans 2,742 2,074 9,460 8,249
Total interest income 72,231 67,779 287,827 255,412
Interest expense:
Deposits 23,616 26,216 95,120 111,042
Borrowed funds 23,645 17,323 91,728 52,724
Total interest expense 47,261 43,539 186,848 163,766
Net interest income 24,970 24,240 100,979 91,646
Provision for possible
loan losses -- 125 750 800
Net interest income after
provision for possible
loan losses 24,970 24,115 100,229 90,846
Non-interest income:
Loan fees and other
charges, net 1,026 1,347 4,894 6,011
Net gain on
sales of securities 2,939 1,769 10,930 5,553
Gain on sales of
whole loans -- -- 280 158
Other income 400 242 999 1,213
Total non-interest income 4,365 3,358 17,103 12,935
Non-interest expense:
Salaries and
employee benefits 7,961 7,382 31,878 28,650
Occupancy and
equipment expense 1,176 1,267 4,923 5,225
Marketing expense 131 452 1,701 2,478
Other real estate
owned expense 36 61 256 244
FDIC assessment 69 77 289 304
Other operating expense 1,686 2,183 6,773 8,912
Total non-interest
expense 11,059 11,422 45,820 45,813
<PAGE>
Income before provision
for income taxes 18,276 16,051 71,512 57,968
Provision for
income taxes 7,193 6,533 28,373 23,240
Net income $11,083 $9,518 $43,139 $34,728
Basic earnings per share $0.66 $0.58 $2.59 $2.11
Diluted earnings per share $0.63 $0.53 $2.47 $1.96
T R FINANCIAL CORP. AND SUBSIDIARIES
SELECTED FINANCIAL RATIOS AND OTHER DATA
At or for the Three Months Ended
December 31, December 31,
1998 1997
Performance Ratios:
Return on average assets 1.07% 1.01%
Return on average
stockholders' equity 16.89% 16.32%
Average stockholders'
equity to average assets 6.32% 6.20%
Stockholders' equity
to total assets 6.71% 6.27%
Interest rate spread 2.02% 2.22%
Net interest margin 2.45% 2.63%
Efficiency ratio 41.90% 44.22%
Non-interest expense to
average assets 1.07% 1.21%
Net interest income to
non-interest expense 2.26x 2.12x
Average interest-earning
assets to average
interest-bearing
liabilities 1.09x 1.09x
Per Share Data:
Diluted earnings per share $0.63 $0.53
Book value per share $16.27 $14.54
Dividend per share $0.22 $0.16
Dividend payout ratio 34.92% 30.19%
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At December 31, At December 31,
1998 1997
Regulatory Capital Ratios:
T R Financial:
Leverage capital ratio 6.55% 6.26%
Total risk-based capital ratio 18.77% 18.61%
Bank only:
Leverage capital ratio 6.36% 5.98%
Total risk-based capital ratio 18.22% 17.80%
Asset Quality Ratios:
Non-performing loans
to total loans (1) 0.66% 0.67%
Non-performing assets
to total assets (1) 0.41% 0.38%
Net charge-offs to average loans
(Year to date, annualized) 0.01% 0.01%
Allowance for possible loan losses
to total loans 0.64% 0.72%
Allowance for possible loan losses
to non-performing loans (1) 96.65% 108.53%
(1) Non-performing loans exclude loans which have been restructured and are
accruing and performing in accordance with the restructured terms. Restructured,
accruing loans totaled $3.7 million and $5.1 million at December 31, 1998 and
1997, respectively.
SOURCE T R Financial Corp.
-0- 01/26/99
/CONTACT: Theodore S. Ayvas, Vice President, Investor Relations of T R
Financial Corp., 516-739-4219/
(ROSE)
