|
|
|
|
|
|
|
|
|
|
|
|
|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------------
Date of report (Date of earliest event reported): July 17, 1997
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22228 11-3170868
(State or other Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 327-3000
NONE
(Former name or former address, if changed since last report)
<PAGE>
ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
On July 17, 1997, Astoria Financial Corporation issued a press release
announcing results of operations for the three month and six month periods ended
June 30, 1997.
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
----------- -----------
99.1 Press Release issued July 17, 1997
1
<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.
ASTORIA FINANCIAL CORPORATION
By: /s/ George L. Engelke, Jr.
------------------------------------------
George L. Engelke, Jr.
Chairman of the Board, President and Chief
Executive Officer
Dated: July 17, 1997
2
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release issued July 17, 1997
3
EXHIBIT 99.1
4
<PAGE>
ASTORIA FINANCIAL CORPORATION [LOGO] NEWS
One Astoria Federal Plaza, Lake Success, NY 11042-1085 RELEASE
(516) 327-3000
CONTACT: PETER J. CUNNINGHAM
VICE PRESIDENT
INVESTOR RELATIONS
(516) 327-7877
FOR IMMEDIATE RELEASE
ASTORIA FINANCIAL CORPORATION REPORTS 31% INCREASE
IN SECOND QUARTER EARNINGS TO $0.72 PER SHARE
(CASH EARNINGS OF $1.00 PER SHARE)
DECLARES QUARTERLY CASH DIVIDEND OF $0.15 PER SHARE
LAKE SUCCESS, NEW YORK - JULY 17, 1997 -- Astoria Financial Corporation
(Nasdaq:ASFC), the holding company for Astoria Federal Savings and Loan
Association, today reported fully diluted earnings per share of $0.72 for the
second quarter ended June 30, 1997, a 30.9% increase from fully diluted earnings
per share of $0.55 for the 1996 second quarter. For the six months ended June
30, 1997, fully diluted earnings per share increased 17.1%, to $1.44 from $1.23
in the comparable 1996 period.
Astoria Financial's net income increased 29.9% to $15.2 million for the
quarter ended June 30, 1997 from $11.7 million for the 1996 second quarter. Net
income for the six months ended June 30, 1997 increased 15.9%, to $30.6 million
from $26.4 million for the first half of 1996.
CASH EARNINGS AND RELATED RETURNS
Cash earnings, which represent the amount by which tangible equity
changes each period due to operating results, include reported earnings plus the
non-cash charges for goodwill amortization and amortization relating to certain
employee stock plans and related tax benefit. It
<PAGE>
is important that investors or potential investors focus on cash earnings and
related ratios since tangible equity generation, or cash earnings, measures our
financial capacity for growth, share repurchases and/or payment of dividends.
Cash earnings increased tangible equity in the 1997 second quarter by $21.2
million, or 39.7% more than reported earnings would indicate. Please see pages
10 through 14.
Cash earnings were $21.2 million, or $1.00 per share, for the 1997
second quarter compared to $16.7 million, or $0.79 per share, for the 1996
second quarter. For the six months ended June 30, 1997, cash earnings were $42.6
million, or $2.01 per share, compared to $36.2 million, or $1.69 per share for
the comparable 1996 period.
The cash returns on average tangible equity for the second quarter and
six months ended June 30, 1997 were 17.23% and 17.37%, respectively, versus
14.50% and 15.35%, respectively, for the 1996 periods. The cash returns on
average assets for the second quarter and six months ended June 30, 1997 were
1.10% and 1.13%, respectively, versus 0.96% and 1.06%, respectively, for the
1996 periods. Commenting on the Company's results, George L. Engelke, Jr.,
Chairman, President and Chief Executive Officer said, "We are pleased to report
consecutive quarterly cash returns on tangible equity in excess of 17%. What is
equally important to note is that the second quarter and first half increase in
tangible equity from operations exceeded reported earnings by 39% illustrating
the significance of cash earnings for Astoria Financial Corporation."
ASTORIA DECLARES QUARTERLY CASH DIVIDEND
The Board of Directors, at their July 16, 1997 meeting, declared a
quarterly cash dividend of $0.15 per common share. The dividend will be payable
on September 2, 1997 to shareholders of record at the close of business on
August 15, 1997. This is the ninth consecutive quarterly cash dividend declared
by the Company.
FIFTH STOCK REPURCHASE PROGRAM UNDERWAY
During the second quarter, Astoria Financial, under its previously
announced stock repurchase program, purchased 315,000 shares of common stock, or
12.6% of the 2,500,000 shares authorized under the program, at a cost of $12.4
million, or $39.32 per share. A total of 805,497 shares at a cost of $31.2
million, or $38.72 per share, have been purchased since the commencement of the
fifth stock repurchase program on November 27, 1996, bringing the
2
<PAGE>
cumulative total shares repurchased to 5,695,829, at an average cost of $21.26
per share, since the first repurchase program commenced in April 1994.
Additional purchases may be made from time to time through November 27, 1998, in
the open market or through negotiated transactions, at the discretion of
management.
1997 SECOND QUARTER AND SIX MONTH EARNINGS SUMMARY
Net interest income for the second quarter of 1997 increased 5.6% to
$49.4 million, from $46.8 million in the 1996 second quarter. For the six months
ended June 30, 1997, net interest income increased 8.0%, or $7.3 million, to
$98.9 million, from $91.6 million for the first six months of 1996. The three
and six-month increases are primarily attributable to the growth in average
interest-earning assets, primarily mortgage loans, partially offset by decreases
in the net interest margin.
Astoria's net interest margin was 2.62% and 2.70% for the quarter and
six months ended June 30, 1997, respectively, compared to 2.81% for each of the
comparable 1996 periods. The majority of the decrease in the net interest margin
in the second quarter was due to a decrease of $292.1 million in the average
balance of the mortgage-backed and mortgage-related securities portfolio,
primarily resulting from a balance sheet restructuring, and a temporary
increase, awaiting deployment into mortgage loans or other securities, of $219.7
million in the average balance of Federal funds, which reduced the yield on
average interest earning assets.
The provision for loan losses for the quarter ended June 30, 1997 was
$1.4 million, compared to $2.0 million for the 1996 second quarter. For the six
months ended June 30, 1997, the provision was $1.9 million, compared to $2.6
million for the comparable 1996 period. The 1997 provision for the second
quarter and year-to-date were primarily related to growth in the mortgage loan
portfolio, mainly single-family mortgage loans. Non-performing assets declined
to $39 million, or 0.51% of total assets at June 30, 1997, from $55 million, or
0.78% of total assets at June 30, 1996 and from $40 million, or 0.52% of total
assets at March 31, 1997.
Non-interest income for the quarter ended June 30, 1997, exclusive of
net gains on sales of securities and loans of $1.1 million, increased 20.2% to
$3.5 million, compared to $2.9 million, exclusive of net gains on sales of
securities and loans of $507,000 for the comparable quarter of 1996.
Non-interest income, exclusive of net gains on sales of securities and loans of
3
<PAGE>
$1.5 million, increased 15.5% in the first half of 1997 to $6.6 million,
compared to $5.7 million, exclusive of net gains on sales of securities and
loans of $1.3 million for the 1996 period. The increases are primarily
attributable to increased customer service and loan fees.
For the quarter ended June 30, 1997, non-interest expense, excluding
the amortization of goodwill and certain employee stock plans and related tax
benefit ("cash non-interest expense"), declined 8.0% to $20.5 million, compared
to $22.3 million for the same period last year. The decrease was due primarily
to lower FDIC deposit insurance premiums. For the six months ended June 30,
1997, cash non-interest expense was $40.6 million, compared to $38.9 million for
the first six months of 1996. For the quarter and six months ended June 30,
1997, non-interest expense, including the non-cash charges, were $26.5 million
and $52.6 million, respectively, compared to $27.2 million and $48.7 million,
respectively, for the comparable 1996 periods. Non-interest expense and cash
non-interest expense for the 1996 periods include sizeable non-recurring
recoveries on the disposition of certain real estate assets in the 1996 first
quarter totaling $5.3 million, before taxes.
Cash general and administrative expense ("G&A") decreased to $20.2
million in the 1997 second quarter and $40.1 million for the six months ended
June 30, 1997, compared to $21.9 million and $43.2 million for the comparable
1996 periods, primarily due to lower FDIC deposit insurance premiums. More
importantly, the cash general and administrative expense ratio to average assets
for the second quarter and six months ended June 30, 1997 improved to 1.05% and
1.06%, respectively, from 1.26% and 1.27% for the comparable periods last year.
Mr. Engelke commented, "The significant downward trend in this very important
operating ratio is evidence of our focus on efficiency."
General and administrative expense for the quarter and six months ended
June 30, 1997, including non-cash charges, was $24.1 million and $47.9 million,
respectively, compared to $24.7 million and $48.6 million, respectively, for the
comparable 1996 periods. The general and administrative expense ratios to
average assets for the second quarter and six months ended June 30, 1997
improved to 1.25% and 1.27%, respectively, from 1.42% and 1.43%, respectively,
for the comparable 1996 periods.
4
<PAGE>
BALANCE SHEET SUMMARY
Total assets were $7.7 billion at June 30, 1997, unchanged from March
31, 1997 and up 5.4%, or $391.7 million from the $7.3 billion total reported at
December 31, 1996.
At June 30, 1997, the cumulative one-year interest rate sensitivity gap
was 11.39% compared to 15.90% at June 30, 1996. Assuming the available-for-sale
securities portfolio was categorized according to repricing periods based on
estimated prepayments and maturities, the cumulative one-year interest rate
sensitivity gap would be negative 4.07% at June 30, 1997 compared to negative
5.20% at June 30, 1996.
Loans, net, increased $306.9 million, or 11.1% from March 31, 1997 and
$433.1 million, or 16.4% from December 31, 1996. The increases were concentrated
in one-to-four family mortgage loans. Mortgage lending activity in the second
quarter and six months ended June 30, 1997 increased 18.5% and 16.5%,
respectively, over the comparable periods a year ago. The table below details
the activity:
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
ORIGINATED BY:
Broker $ 227.1 million $ 148.4 million
Retail 111.5 million 92.4 million
Third Party 61.2 million 91.6 million
Bulk Purchase --- 5.0 million
-------------- --------------
TOTAL $ 399.8 MILLION $ 337.4 MILLION
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
ORIGINATED BY:
Broker $ 350.6 million $ 194.0 million
Retail 162.3 million 138.7 million
Third Party 97.0 million 131.8 million
Bulk Purchase --- 58.9 million
-------------- --------------
TOTAL $ 609.9 MILLION $ 523.4 MILLION
Commenting on the loan growth, Mr. Engelke said, "We continued to enjoy
record mortgage loan growth in the second quarter due primarily to the success
of our broker lending program, which has recently been expanded to include
Maryland and Virginia in addition to New
5
<PAGE>
York, New Jersey and Connecticut."
Deposits at June 30, 1997 were relatively unchanged from March 31, 1997
and totaled $4.5 billion. Importantly, core deposits increased 2.6% during the
second quarter to 40.2% of total deposits. Borrowings decreased $94.5 million in
the second quarter ended June 30, 1997 and increased $334.5 million in the first
six months of 1997.
Stockholders' equity was $599.8 million, or 7.8% of total assets, at
June 30, 1997 compared to $584.4 million, or 7.6% of total assets, at March 31,
1997. Astoria Federal continues to maintain capital ratios well in excess of
regulatory requirements. At June 30, 1997, core, tangible and risk-based capital
ratios were 5.69%, 5.69% and 15.98%, respectively.
ASTORIA'S PROPOSED ACQUISITION OF THE GREATER NEW YORK SAVINGS BANK
Astoria Financial Corporation announced on March 31, 1997, that it had
entered into a definitive agreement pursuant to which Astoria will acquire The
Greater New York Savings Bank (Nasdaq: GRTR), a thrift institution with $2.6
billion in assets, $1.7 billion in deposits and 14 retail banking offices. The
transaction, subject to regulatory approvals and approval by the shareholders of
both Astoria Financial Corporation and The Greater New York Savings Bank, is
anticipated to close at the end of the third quarter.
ELECTION OF DIRECTORS AND APPOINTMENT OF AUDITORS
At the Annual Meeting of Shareholders of Astoria Financial Corporation
held on May 21, 1997, shareholders re-elected Andrew M. Burger, Denis J. Connors
and Thomas J. Donahue as directors, each for a three year term, and ratified the
appointment of KPMG Peat Marwick LLP as independent auditors for 1997.
Astoria Financial Corporation is the holding company for Astoria
Federal Savings and Loan Association. With assets of $7.7 billion, Astoria
Financial is the third largest publicly traded thrift institution in New York
and twelfth nationally. Established in 1888, Astoria Federal operates forty-five
retail banking offices and provides retail banking, mortgage and consumer loan
services to over 250,000 customers.
6
<PAGE>
Note: Astoria Financial Corporation's news releases are available at no
charge by fax through PR Newswire's "Company News on Call" at (800) 758-5804,
extension 104529 or may be accessed on the Internet, web site:
http://www.prnewswire.com
THIS RELEASE MAY CONTAIN 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 MATERIALLY FROM CURRENT
MANAGEMENT EXPECTATIONS INCLUDE, BUT ARE NOT LIMITED TO, GENERAL ECONOMIC
CONDITIONS, CHANGES IN INTEREST RATES, DEPOSIT FLOWS, REAL ESTATE VALUES, AND
COMPETITION; CHANGES IN ACCOUNTING PRINCIPLES, POLICIES, OR GUIDELINES; CHANGES
IN LEGISLATION OR REGULATION; AND OTHER ECONOMIC, COMPETITIVE, GOVERNMENTAL,
REGULATORY AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S OPERATIONS,
PRICING, PRODUCTS, AND SERVICES.
Tables Follow
# # #
7
<PAGE>
Page 8
<TABLE>
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
<CAPTION>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, Except Share Data)
June 30, December 31,
1997 1996
--------------- ---------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 17,026 $ 18,923
Federal funds sold and repurchase agreements 162,586 56,000
Mortgage-backed and mortgage-related securities available-
for-sale (at estimated fair value) 1,803,216 2,100,376
Other securities available-for-sale (at estimated fair value) 151,830 196,286
Mortgage-backed and mortgage-related securities
held-to-maturity (estimated fair value of $1,296,408
and $1,309,007, respectively) 1,306,209 1,321,613
Other securities held-to-maturity (estimated fair value
of $861,628 and $637,338, respectively) 861,100 639,402
Federal Home Loan Bank of New York stock 35,800 32,354
Loans receivable:
Mortgage loans, net 3,028,898 2,593,307
Consumer and other loans 56,424 58,109
--------------- ---------------
3,085,322 2,651,416
Less allowance for loan losses 14,927 14,089
--------------- ---------------
Loans receivable, net 3,070,395 2,637,327
Real estate owned and investments in real estate, net 10,473 12,129
Accrued interest receivable 47,113 43,976
Premises and equipment, net 82,802 83,424
Excess of cost over fair value of net assets
acquired and other intangibles 96,047 100,267
Other assets 19,898 30,686
--------------- ---------------
TOTAL ASSETS $ 7,664,495 $ 7,272,763
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 4,545,241 $ 4,513,093
Reverse repurchase agreements 2,200,577 1,845,000
Federal Home Loan Bank of New York advances 245,440 266,514
Mortgage escrow funds 33,067 26,520
Accrued expenses and other liabilities 40,403 32,807
--------------- ---------------
TOTAL LIABILITIES 7,064,728 6,683,934
--------------- ---------------
Stockholders' equity:
Common stock (20,978,152 and 21,472,886 shares outstanding, respectively) 264 264
Additional paid-in capital 337,391 330,398
Retained earnings 403,136 379,876
Treasury stock (5,383,552 and 4,888,818 shares, respectively, at cost) (115,137) (91,188)
Net unrealized gains on securities, net of taxes 1,827 156
Unallocated common stock held by ESOP (23,001) (24,489)
Unearned common stock held by RRPs (4,713) (6,188)
--------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 599,767 588,829
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,664,495 $ 7,272,763
=============== ===============
</TABLE>
<PAGE>
Page 9
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
- -------------------------------------
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -------------------------------
1997 1996 1997 1996
------------ ------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans $ 56,831 $ 44,962 $ 109,385 $ 87,486
Consumer and other loans 1,404 1,516 2,850 3,041
Mortgage-backed and mortgage-related securities 56,536 62,660 115,461 125,576
Federal funds sold and repurchase agreements 3,979 893 4,847 1,948
Other securities 16,662 11,211 31,942 19,025
------------ ------------- -------------- --------------
Total interest income 135,412 121,242 264,485 237,076
------------ ------------- -------------- --------------
Interest expense:
Deposits 48,935 47,088 96,494 93,129
Borrowed funds 37,032 27,330 69,090 52,389
------------ ------------- -------------- --------------
Total interest expense 85,967 74,418 165,584 145,518
------------ ------------- -------------- --------------
Net interest income 49,445 46,824 98,901 91,558
Provision for loan losses 1,414 2,042 1,914 2,564
------------ ------------- -------------- --------------
Net interest income after provision for loan losses 48,031 44,782 96,987 88,994
------------ ------------- -------------- --------------
Non-interest income:
Customer service and loan fees 2,534 2,246 4,978 4,327
Net gain on sales of securities and loans 1,138 507 1,516 1,269
Other 989 686 1,638 1,401
------------ ------------- -------------- --------------
Total non-interest income 4,661 3,439 8,132 6,997
------------ ------------- -------------- --------------
Non-interest expense:
General and administrative:
Compensation and benefits 12,913 12,478 26,285 24,907
Occupancy, equipment and systems 5,919 5,892 11,917 11,697
Federal deposit insurance premiums 762 2,455 1,572 4,919
Advertising 1,146 1,346 2,060 2,093
Other 3,386 2,503 6,051 4,985
------------ ------------- -------------- --------------
Total general and administrative 24,126 24,674 47,885 48,601
Real estate operations, net 79 339 191 (2,916)
Provision for (recovery of) real estate losses 227 65 291 (1,332)
Amortization of excess of cost over fair value of
net assets acquired 2,110 2,171 4,220 4,342
------------ ------------- -------------- --------------
Total non-interest expense 26,542 27,249 52,587 48,695
------------ ------------- -------------- --------------
Income before income tax expense 26,150 20,972 52,532 47,296
Income tax expense 10,943 9,262 21,891 20,868
------------ ------------- -------------- --------------
NET INCOME $ 15,207 $ 11,710 $ 30,641 $ 26,428
============ ============= ============== ==============
Primary earnings per share $ 0.72 $ 0.56 $ 1.45 $ 1.24
============ ============= ============== ==============
Fully diluted earnings per share $ 0.72 $ 0.55 $ 1.44 $ 1.23
============ ============= ============== ==============
Primary weighted average common stock and common
stock equivalents 21,041,675 21,096,987 21,177,749 21,348,175
Fully diluted weighted average common stock and common
stock equivalents 21,202,313 21,129,049 21,307,568 21,437,997
</TABLE>
<PAGE>
Page 10
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF CASH EARNINGS
- --------------------------------------
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended
June 30, 1997
---------------------------------------------------------------------
Reported Cash
Earnings Adjustments Earnings
------------------ -------------------- ------------------
<S> <C> <C> <C>
Interest income:
Mortgage loans $ 56,831 $ --- $ 56,831
Consumer and other loans 1,404 --- 1,404
Mortgage-backed and mortgage-related securities 56,536 --- 56,536
Federal funds sold and repurchase agreements 3,979 --- 3,979
Other securities 16,662 --- 16,662
------------------ ------------------
Total interest income 135,412 --- 135,412
------------------ ------------------
Interest expense:
Deposits 48,935 --- 48,935
Borrowed funds 37,032 --- 37,032
------------------ ------------------
Total interest expense 85,967 --- 85,967
------------------ ------------------
Net interest income 49,445 --- 49,445
Provision for loan losses 1,414 --- 1,414
------------------ ------------------
Net interest income after provision for loan losses 48,031 --- 48,031
------------------ ------------------
Non-interest income:
Customer service and loan fees 2,534 --- 2,534
Net gain on sales of securities and loans 1,138 --- 1,138
Other 989 --- 989
------------------ ------------------
Total non-interest income 4,661 --- 4,661
------------------ ------------------
Non-interest expense:
General and administrative:
Compensation and benefits 12,913 (3,922) (1) 8,991
Occupancy, equipment and systems 5,919 --- 5,919
Federal deposit insurance premiums 762 --- 762
Advertising 1,146 --- 1,146
Other 3,386 --- 3,386
------------------ ------------------ ------------------
Total general and administrative 24,126 (3,922) 20,204
Real estate operations, net 79 --- 79
Provision for real estate losses 227 --- 227
Amortization of excess of cost over fair value of
net assets acquired 2,110 (2,110) (2) ---
------------------ ------------------ ------------------
Total non-interest expense 26,542 (6,032) 20,510
------------------ ------------------ ------------------
Income before income tax expense 26,150 6,032 32,182
Income tax expense 10,943 --- 10,943
------------------ ------------------ ------------------
NET INCOME $ 15,207 $ 6,032 $ 21,239
================== ================== ==================
Primary earnings per share $ 0.72 $ 0.29 $ 1.01
================== ================== ==================
Fully diluted earnings per share $ 0.72 $ 0.28 $ 1.00
================== ================== ==================
Primary weighted average common stock and
common stock equivalents 21,041,675
Fully diluted weighted average common stock and
common stock equivalents 21,202,313
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
June 30, 1996
--------------------------------------------------------------------
Reported Cash
Earnings Adjustments Earnings
------------------ ------------------- ------------------
<S> <C> <C> <C>
Interest income:
Mortgage loans $ 44,962 $ --- $ 44,962
Consumer and other loans 1,516 --- 1,516
Mortgage-backed and mortgage-related securities 62,660 --- 62,660
Federal funds sold and repurchase agreements 893 --- 893
Other securities 11,211 --- 11,211
------------------ ------------------
Total interest income 121,242 --- 121,242
------------------ ------------------
Interest expense:
Deposits 47,088 --- 47,088
Borrowed funds 27,330 --- 27,330
------------------ ------------------
Total interest expense 74,418 --- 74,418
------------------ ------------------
Net interest income 46,824 --- 46,824
Provision for loan losses 2,042 --- 2,042
------------------ ------------------
Net interest income after provision for loan losses 44,782 --- 44,782
------------------ ------------------
Non-interest income:
Customer service and loan fees 2,246 --- 2,246
Net gain on sales of securities and loans 507 --- 507
Other 686 --- 686
------------------ ------------------
Total non-interest income 3,439 --- 3,439
------------------ ------------------
Non-interest expense:
General and administrative:
Compensation and benefits 12,478 (2,785) (1) 9,693
Occupancy, equipment and systems 5,892 --- 5,892
Federal deposit insurance premiums 2,455 --- 2,455
Advertising 1,346 --- 1,346
Other 2,503 --- 2,503
------------------ ------------------ ------------------
Total general and administrative 24,674 (2,785) 21,889
Real estate operations, net 339 --- 339
Provision for real estate losses 65 --- 65
Amortization of excess of cost over fair value of
net assets acquired 2,171 (2,171) (2) ---
------------------ ------------------ ------------------
Total non-interest expense 27,249 (4,956) 22,293
------------------ ------------------ ------------------
Income before income tax expense 20,972 4,956 25,928
Income tax expense 9,262 --- 9,262
------------------ ------------------ ------------------
NET INCOME $ 11,710 $ 4,956 $ 16,666
================== ================== ==================
Primary earnings per share $ 0.56 $ 0.23 $ 0.79
================== ================== ==================
Fully diluted earnings per share $ 0.55 $ 0.24 $ 0.79
================== ================== ==================
Primary weighted average common stock and
common stock equivalents 21,096,987
Fully diluted weighted average common stock and
common stock equivalents 21,129,049
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Non-cash amortization expense relating to allocation of ESOP stock and
earned portion of RRP stock and related tax benefit (See page 12)
(2) Non-cash amortization expense of excess of cost over fair value of net
assets acquired (goodwill) (See page 12)
<PAGE>
Page 11
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF CASH EARNINGS
- --------------------------------------
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1997
--------------------------------------------
Reported Cash
Earnings Adjustments Earnings
----------- ------------- ------------
<S> <C> <C> <C>
Interest income:
Mortgage loans $ 109,385 $ --- $ 109,385
Consumer and other loans 2,850 --- 2,850
Mortgage-backed and mortgage-related securities 115,461 --- 115,461
Federal funds sold and repurchase agreements 4,847 --- 4,847
Other securities 31,942 --- 31,942
----------- ------------
Total interest income 264,485 --- 264,485
----------- ------------
Interest expense:
Deposits 96,494 --- 96,494
Borrowed funds 69,090 --- 69,090
----------- ------------
Total interest expense 165,584 --- 165,584
----------- ------------
Net interest income 98,901 --- 98,901
Provision for loan losses 1,914 --- 1,914
----------- ------------
Net interest income after provision for loan losses 96,987 --- 96,987
----------- ------------
Non-interest income:
Customer service and loan fees 4,978 --- 4,978
Net gain on sales of securities and loans 1,516 --- 1,516
Other 1,638 --- 1,638
----------- ------------
Total non-interest income 8,132 --- 8,132
----------- ------------
Non-interest expense:
General and administrative:
Compensation and benefits 26,285 (7,781) (1) 18,504
Occupancy, equipment and systems 11,917 --- 11,917
Federal deposit insurance premiums 1,572 --- 1,572
Advertising 2,060 --- 2,060
Other 6,051 --- 6,051
----------- ----------- ------------
Total general and administrative 47,885 (7,781) 40,104
Real estate operations, net 191 --- 191
Provision for (recovery of) real estate losses 291 --- 291
Amortization of excess of cost over fair value of
net assets acquired 4,220 (4,220) (2) ---
----------- ----------- ------------
Total non-interest expense 52,587 (12,001) 40,586
----------- ----------- ------------
Income before income tax expense 52,532 12,001 64,533
Income tax expense 21,891 --- 21,891
----------- ----------- ------------
NET INCOME $ 30,641 $ 12,001 $ 42,642
=========== =========== ============
Primary earnings per share $ 1.45 $ 0.57 $ 2.02
=========== =========== ============
Fully diluted earnings per share $ 1.44 $ 0.57 $ 2.01
=========== =========== ============
Primary weighted average common stock and
common stock equivalents 21,177,749
Fully diluted weighted average common stock and
common stock equivalents 21,307,568
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30, 1996
---------------------------------------------
Reported Cash
Earnings Adjustments Earnings
----------- ------------- ------------
<S> <C> <C> <C>
Interest income:
Mortgage loans $ 87,486 $ --- $ 87,486
Consumer and other loans 3,041 --- 3,041
Mortgage-backed and mortgage-related securities 125,576 --- 125,576
Federal funds sold and repurchase agreements 1,948 --- 1,948
Other securities 19,025 --- 19,025
----------- ------------
Total interest income 237,076 --- 237,076
----------- ------------
Interest expense:
Deposits 93,129 --- 93,129
Borrowed funds 52,389 --- 52,389
----------- ------------
Total interest expense 145,518 --- 145,518
----------- ------------
Net interest income 91,558 --- 91,558
Provision for loan losses 2,564 --- 2,564
----------- ------------
Net interest income after provision for loan losses 88,994 --- 88,994
----------- ------------
Non-interest income:
Customer service and loan fees 4,327 --- 4,327
Net gain on sales of securities and loans 1,269 --- 1,269
Other 1,401 --- 1,401
----------- ------------
Total non-interest income 6,997 --- 6,997
----------- ------------
Non-interest expense:
General and administrative:
Compensation and benefits 24,907 (5,406) (1) 19,501
Occupancy, equipment and systems 11,697 --- 11,697
Federal deposit insurance premiums 4,919 --- 4,919
Advertising 2,093 --- 2,093
Other 4,985 --- 4,985
----------- ----------- ------------
Total general and administrative 48,601 (5,406) 43,195
Real estate operations, net (2,916) --- (2,916)
Provision for (recovery of) real estate losses (1,332) --- (1,332)
Amortization of excess of cost over fair value of
net assets acquired 4,342 (4,342) (2) ---
----------- ----------- ------------
Total non-interest expense 48,695 (9,748) 38,947
----------- ----------- ------------
Income before income tax expense 47,296 9,748 57,044
Income tax expense 20,868 --- 20,868
----------- ----------- ------------
NET INCOME $ 26,428 $ 9,748 $ 36,176
=========== =========== ============
Primary earnings per share $ 1.24 $ 0.46 $ 1.70
=========== =========== ============
Fully diluted earnings per share $ 1.23 $ 0.46 $ 1.69
=========== =========== ============
Primary weighted average common stock and
common stock equivalents 21,348,175
Fully diluted weighted average common stock and
common stock equivalents 21,437,997
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Non-cash amortization expense relating to allocation of ESOP stock and
earned portion of RRP stock and related tax benefit (See page 13)
(2) Non-cash amortization expense of excess of cost over fair value of net
assets acquired (goodwill) (See page 13)
<PAGE>
Page 12
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN TANGIBLE STOCKHOLDERS' EQUITY
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED JUNE 30, 1997
-----------------------------------
Excess of Cost Over Tangible
Stockholders' Fair Value of Net Assets Stockholders'
Equity Acquired and Other Intangibles Equity
--------------- ------------------------------ ----------------
<S> <C> <C> <C>
Balance at March 31, 1997 $ 584,392 ($98,157) $ 486,235
Cash dividends declared and paid on common stock (1) (3,069) -- (3,069)
Common stock repurchased (315,000 shares) (1) (12,386) -- (12,386)
Stock options exercised and related tax benefit (1) 403 -- 403
--------- --------- ---------
569,340 (98,157) 471,183
Change in unrealized gains on securities, (2)
net of taxes 11,298 -- 11,298
--------- --------- ---------
Stockholders' equity prior to effect of operations 580,638 (98,157) 482,481
Net income (3) 15,207 -- 15,207
Amortization relating to allocation of ESOP stock (3)
and earned portion of RRP stock and related tax benefit (3) 3,922 -- 3,922
Amortization of excess of cost over fair value
of net assets acquired -- 2,110 2,110
--------- --------- ---------
Balance at June 30, 1997 $ 599,767 ($96,047) $ 503,720
========= ========= =========
</TABLE>
(1) Effect of cash dividend payment, stock repurchase program and option
exercises.
(2) Adjustment due to increased fair value of securities available-for-sale.
(3) Tangible stockholders' equity increased a total of $21,239,000 or 17.5%
(annualized), as a result of second quarter 1997 operations.
<PAGE>
Page 13
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN TANGIBLE STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1997
--------------------------------------
Excess of Cost Over Tangible
Stockholders' Fair Value of Net Assets Stockholders'
Equity Acquired and Other Intangibles Equity
---------------- ------------------------------ ------------
<S> <C> <C> <C>
Balance at December 31, 1996 $ 588,829 ($100,267) $ 488,562
Cash dividends declared and paid on common stock (1) (5,345) -- (5,345)
Common stock repurchased (730,497 shares) (1) (28,570) -- (28,570)
Stock options exercised and related tax benefit (1) 4,760 -- 4,760
--------- --------- ---------
559,674 (100,267) 459,407
Change in unrealized gains on securities, (2)
net of taxes 1,671 -- 1,671
--------- --------- ---------
Stockholders' equity prior to effect of operations 561,345 (100,267) 461,078
Net income (3) 30,641 -- 30,641
Amortization relating to allocation of ESOP stock (3)
and earned portion of RRP stock and related tax benefit (3) 7,781 -- 7,781
Amortization of excess of cost over fair value
of net assets acquired -- 4,220 4,220
--------- --------- ---------
Balance at June 30, 1997 $ 599,767 ($96,047) $ 503,720
========= ========= =========
</TABLE>
(1) Effect of cash dividend payment, stock repurchase program and option
exercises.
(2) Adjustment due to increased fair value of securities available-for-sale.
(3) Tangible stockholders' equity increased a total of $42,642,000 or 17.5%
(annualized), as a result of 1997 operations.
<PAGE>
Page 14
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
SELECTED FINANCIAL RATIOS AND OTHER DATA
<TABLE>
<CAPTION>
At or For the At or For the
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
(Annualized) (Annualized)
SELECTED FINANCIAL & MARKET DATA
<S> <C> <C> <C> <C>
Return on average equity 10.30% 8.28% 10.40% 9.14
CASH RETURN ON AVERAGE EQUITY(1) 14.39 11.79 14.47 12.51
Return on average tangible equity 12.33 10.19 12.48 11.21
CASH RETURN ON AVERAGE TANGIBLE EQUITY(1) 17.23 14.50 17.37 15.35
Return on average assets 0.79 0.68 0.81 0.78
CASH RETURN ON AVERAGE ASSETS(1) 1.10 0.96 1.13 1.06
Net interest spread 2.23 2.50 2.35 2.49
Net interest margin 2.62 2.81 2.70 2.81
General and administrative expenses
to average assets 1.25 1.42 1.27 1.43
CASH GENERAL AND ADMINISTRATIVE EXPENSES
TO AVERAGE ASSETS(2) 1.05 1.26 1.06 1.27
Efficiency ratio 45.55 49.59 45.38 49.96
CASH EFFICIENCY RATIO(2) 38.15 43.99 38.01 44.40
Cash dividends paid per common share $ 0.15 $ 0.11 $ 0.26 $ 0.21
Book value per common share 28.59 26.11
Tangible book value per common share 24.01 21.25
</TABLE>
<TABLE>
<CAPTION>
At At
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
ASSET QUALITY RATIOS
Non-performing loans/total loans 0.94% 1.59%
Non-performing loans/total assets 0.38 0.54
Non-performing assets/total assets 0.51 0.78
Allowance for loan losses/non-performing loans 51.74 34.87
Allowance for loan losses/non-accrual loans 62.53 42.17
Allowance for loan losses/total loans 0.48 0.55
</TABLE>
(1) Excluding non-cash charge for amortization of goodwill, ESOP and RRP stock
and related tax benefit.
(2) Excluding non-cash charge for amortization of ESOP and RRP stock and
related tax benefit.
<PAGE>
Page 15
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
SELECTED FINANCIAL RATIOS AND OTHER DATA
(Continued)
<TABLE>
<CAPTION>
At or For the At or For the
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
(Annualized) (Annualized)
<S> <C> <C> <C> <C>
CAPITAL RATIOS (ASTORIA FEDERAL)
Tangible 5.69% 6.06%
Core 5.69 6.06
Risk-based 15.98 18.03
OTHER DATA
(DOLLARS IN MILLIONS)
Average equity/average assets 7.64% 8.16% 7.81% 8.50%
Average tangible equity/average tangible assets 6.47 6.74 6.59 7.04
Average interest-earning assets to
average interest-bearing liabilities 1.08x 1.07x
Cumulative one year interest - sensitivity gap 11.39% 15.90%
Cumulative one year interest - sensitivity gap (1) (4.07%) (5.20%)
Average interest-earning assets $ 7,550 $ 6,675 $ 7,322 $ 6,528
Average interest-bearing liabilities 6,961 6,237 6,798 6,098
Non-performing assets 39 55
Non-performing loans 29 38
90 days past maturity but still accruing 5 7
Non-accrual loans 24 31
</TABLE>
(1) Assumes available-for-sale portfolio categorized according to
repricing periods based on their estimated prepayments and maturities.
|
|