<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ___________to___________
Commission file number 0-22228
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-3170868
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Astoria Federal Plaza, Lake Success, New York 11042-1085
(Address of principal executive offices) (Zip Code)
(516) 327-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Classes of Common Stock Number of Shares Outstanding, April 30, 1999
.01 Par Value 55,439,489
<PAGE> 2
PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
Item 1. Financial Statements
<S> <C>
Consolidated Statements of Financial Condition at March 31, 1999 2
and December 31, 1998
Consolidated Statements of Income for the Three Months Ended 3
March 31, 1999 and March 31, 1998
Consolidated Statement of Stockholders' Equity for the Three Months 4
Ended March 31, 1999
Consolidated Statements of Cash Flows for the Three Months Ended 5
March 31, 1999 and March 31, 1998
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and 8
Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 33
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 33
Item 2. Changes in Securities and Use of Proceeds (Not Applicable)
Item 3. Defaults Upon Senior Securities (Not Applicable)
Item 4. Submission of Matters to a Vote of Security Holders (Not Applicable)
Item 5. Other Information 37
Item 6. Exhibits and Reports on Form 8-K 37
(a) Exhibits
(11) Statement Regarding Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K
Signatures 38
</TABLE>
1
<PAGE> 3
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
AT AT
MARCH 31, DECEMBER 31,
(In Thousands, Except Share Data) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
Assets
<S> <C> <C>
Cash and due from banks $ 97,971 $ 126,945
Federal funds sold and repurchase agreements 133,259 266,437
Mortgage-backed securities available-for-sale 9,656,183 7,553,834
Other securities available-for-sale 679,174 642,610
Mortgage-backed securities held-to-maturity (estimated fair value of
$1,029,766 and $1,141,145, respectively) 1,023,328 1,136,799
Other securities held-to-maturity (estimated fair value
of $946,711 and $982,295, respectively) 944,231 972,012
Federal Home Loan Bank of New York stock 260,250 210,250
Loans held-for-sale 148,383 212,909
Loans receivable held-for-investment:
Mortgage loans, net 9,095,831 8,583,355
Consumer and other loans, net 213,667 230,367
------------ ------------
9,309,498 8,813,722
Less allowance for loan losses 75,234 74,403
------------ ------------
Loans receivable held-for-investment, net 9,234,264 8,739,319
Mortgage servicing rights, net 51,425 50,237
Accrued interest receivable 118,055 102,288
Premises and equipment, net 180,373 161,629
Goodwill 238,819 245,862
Other assets 236,163 166,610
------------ ------------
Total assets $ 23,001,878 $ 20,587,741
============ ============
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Savings $ 2,748,810 $ 2,815,681
Money market 1,552,146 1,484,127
NOW 308,089 325,726
Certificates of deposit 5,060,295 5,042,752
------------ ------------
Total deposits 9,669,340 9,668,286
Reverse repurchase agreements 9,826,800 7,291,800
Federal Home Loan Bank of New York advances 1,110,145 1,210,170
Other borrowings 503,475 520,827
Mortgage escrow funds 164,110 116,106
Accrued expenses and other liabilities 265,875 318,168
------------ ------------
Total liabilities 21,539,745 19,125,357
------------ ------------
Stockholders' Equity:
Preferred stock, $1.00 par value; 5,000,000 shares authorized:
Series A (325,000 shares authorized and -0- issued and outstanding) -- --
Series B (2,000,000 shares authorized, issued and outstanding) 2,000 2,000
Common stock, $.01 par value; (200,000,000 shares authorized; 55,280,813 and
54,655,095 shares issued and outstanding at
March 31, 1999 and December 31, 1998, respectively) 553 547
Additional paid-in capital 784,258 767,846
Retained earnings - substantially restricted 782,148 742,679
Accumulated other comprehensive income:
Net unrealized loss on securities, net of taxes (71,509) (14,566)
Unallocated common stock held by ESOP (35,140) (35,908)
Unearned common stock held by RRPs (177) (214)
------------ ------------
Total stockholders' equity 1,462,133 1,462,384
------------ ------------
Total liabilities and stockholders' equity $ 23,001,878 $ 20,587,741
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------
(In Thousands, Except Share Data) 1999 1998
- ----------------------------------------------------------------------------------------------------------
Interest income:
<S> <C> <C>
Mortgage loans $ 161,887 $ 148,307
Consumer and other loans 5,277 6,224
Mortgage-backed securities 158,877 99,943
Other securities 33,032 33,045
Federal funds sold and repurchase agreements 1,822 2,328
------------ ------------
Total interest income 360,895 289,847
------------ ------------
Interest expense:
Deposits 89,566 103,482
Borrowed funds 135,534 76,140
------------ ------------
Total interest expense 225,100 179,622
------------ ------------
Net interest income 135,795 110,225
Provision for loan losses 1,061 1,800
------------ ------------
Net interest income after provision for loan losses 134,734 108,425
------------ ------------
Non-interest income:
Customer service and other loan fees 9,428 7,238
Loan servicing fees 5,249 1,902
(Loss) gain on sales of securities (125) 5,110
Gain on sales of loans 2,273 1,012
Loss on disposition of loan production offices (1,241) --
Other 1,131 1,990
------------ ------------
Total non-interest income 16,715 17,252
------------ ------------
Non-interest expense:
General and administrative:
Compensation and benefits 24,692 25,583
Employee stock plans amortization 2,972 5,820
Occupancy, equipment and systems 14,073 15,083
Federal deposit insurance premiums 1,329 1,283
Advertising 1,230 1,297
Other 7,681 9,828
------------ ------------
Total general and administrative 51,977 58,894
Real estate operations and provision for real estate losses, net (1) 237
Goodwill litigation 1,149 116
Amortization of goodwill 4,906 4,885
------------ ------------
Total non-interest expense 58,031 64,132
------------ ------------
Income before income tax expense 93,418 61,545
Income tax expense 39,964 25,339
------------ ------------
Net income $ 53,454 $ 36,206
============ ============
Net income available to common shareholders $ 51,954 $ 34,706
============ ============
Basic earnings per common share $ 1.00 $ 0.69
============ ============
Diluted earnings per common share $ 0.97 $ 0.66
============ ============
Dividends per common share $ 0.24 $ 0.20
============ ============
Basic weighted average common shares 51,827,679 50,272,057
Diluted weighted average common and common equivalent shares 53,367,006 52,756,334
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-In
(In Thousands) Total Stock Stock Capital
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 $ 1,462,384 $ 2,000 $ 547 $ 767,846
Net income 53,454 -- -- --
Other comprehensive income, net of tax:
Net unrealized loss on securities, net
of reclassification adjustment (56,943) -- -- --
Dividends on common and preferred stock
and amortization of purchase premium (14,311) -- -- (326)
Exercise of stock options and
related tax benefit 13,610 -- 6 13,604
Amortization relating to allocation
of ESOP stock and earned portion
of RRP stock and related tax benefit 3,939 -- -- 3,134
----------- ----------- ----------- -----------
Balance at March 31, 1999 $ 1,462,133 $ 2,000 $ 553 $ 784,258
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Retained Accumulated Unallocated Unearned
Earnings Other Common Common
Substantially Comprehensive Stock Held Stock Held
(In Thousands) Restricted Income by ESOP by RRPs
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 $ 742,679 $ (14,566) $ (35,908) $ (214)
Net income 53,454 -- -- --
Other comprehensive income, net of tax:
Net unrealized loss on securities, net
of reclassification adjustment -- (56,943) -- --
Dividends on common and preferred stock
and amortization of purchase premium (13,985) -- -- --
Exercise of stock options and
related tax benefit -- -- -- --
Amortization relating to allocation
of ESOP stock and earned portion
of RRP stock and related tax benefit -- -- 768 37
----------- ----------- ----------- -----------
Balance at March 31, 1999 $ 782,148 $ (71,509) $ (35,140) $ (177)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
-------------------------------
(IN THOUSANDS) 1999 1998
- ---------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 53,454 $ 36,206
----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Net accretion of discounts, premiums and deferred loan fees (13,238) (7,841)
Provision for loan and real estate losses 1,119 2,626
Depreciation and amortization 3,498 7,698
Net gain on sales of securities and loans (2,148) (6,122)
Net gain on sales of premises and equipment (489) --
Net loss on disposition of loan production offices 1,241 --
Proceeds from sales of loans held-for-sale, net of originations 63,563 (73,560)
Amortization of goodwill 4,906 4,885
Allocated and earned shares from ESOP and RRPs 2,972 5,820
Increase in accrued interest receivable (15,767) (4,326)
Capitalized mortgage servicing rights, net of amortization
and valuation allowance (1,188) (1,465)
Increase in other assets (27,550) (1,881)
(Decrease) increase in accrued expenses and other liabilities (50,259) 28,698
----------- -----------
Net cash provided by (used in) operating activities 20,114 (9,262)
----------- -----------
Cash flows from investing activities:
Origination of loans held-for-investment, net of principal payments (371,369) (347,782)
Loan purchases through third parties (123,669) (54,221)
Principal payments on mortgage-backed securities held-to-maturity 114,081 74,492
Principal payments on mortgage-backed securities available-for-sale 761,400 283,848
Purchases of mortgage-backed securities held-to-maturity -- (72,651)
Purchases of mortgage-backed securities available-for-sale (3,103,969) (603,615)
Purchases of other securities held-to-maturity -- (215,280)
Purchases of other securities available-for-sale (106,276) (298,323)
Proceeds from maturities of other securities available-for-sale 51,382 284,709
Proceeds from maturities of other securities held-to-maturity 36,958 242,230
Purchases of FHLB stock, net (50,000) --
Proceeds from sales of securities available-for-sale and loans 162,378 192,539
Proceeds from sales of real estate owned and investments in
real estate, net 2,593 6,251
Proceeds from disposition of loan production offices 4,208 --
Purchases of premises and equipment, net of proceeds from sales (20,487) (2,256)
----------- -----------
Net cash used in investing activities (2,642,770) (510,059)
----------- -----------
Cash flows from financing activities:
Net increase in deposits 1,246 4,653
Net increase in reverse repurchase agreements 2,535,000 630,553
Net decrease in FHLB of New York advances (100,000) (70,000)
Net decrease in other borrowings (17,391) (16,305)
Increase in mortgage escrow funds 48,004 50,560
Costs to repurchase common stock -- (16,633)
Cash dividends paid to stockholders (14,311) (10,164)
Cash received for options exercised 7,956 4,623
----------- -----------
Net cash provided by financing activities 2,460,504 577,287
----------- -----------
Net (decrease) increase in cash and cash equivalents (162,152) 57,966
Adjustment to conform fiscal year of Long Island
Bancorp, Inc. to the Company -- 77,323
Cash and cash equivalents at beginning of period 393,382 159,195
----------- -----------
Cash and cash equivalents at end of period $ 231,230 $ 294,484
=========== ===========
Supplemental disclosures:
Cash paid during the period:
Interest $ 225,317 $ 179,188
=========== ===========
Income taxes $ 39,776 $ 20,022
=========== ===========
Additions to real estate owned $ 3,026 $ 6,639
=========== ===========
Securitization of loans $ -- $ 104,387
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 7
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Astoria Financial Corporation (the "Company") and its wholly-owned subsidiary,
Astoria Federal Savings and Loan Association (the "Association") and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
Following the close of business on September 30, 1998, the Company completed
the acquisition of Long Island Bancorp, Inc. ("LIB"), a federally chartered
savings bank, with LIB merging with and into the Company and LIB's subsidiary,
The Long Island Savings Bank, FSB ("LISB"), merging with and into the
Association (the "LIB Acquisition"). All subsidiaries of LISB became
subsidiaries of the Association. The acquisition was accounted for as a
pooling-of-interests, and accordingly, all prior year consolidated financial
results of the Company have been restated to combine the Company with LIB.
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments necessary for a fair presentation of the
Company's financial condition as of March 31, 1999 and its results of operations
for the three months ended March 31, 1999 and 1998, cash flows for the three
months ended March 31, 1999 and 1998 and stockholders' equity for the three
months ended March 31, 1999. In preparing the financial statements, management
is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities of the consolidated statements of financial condition
as of March 31, 1999 and December 31, 1998 and amounts of revenues and expenses
for the three month periods ended March 31, 1999 and 1998. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of the results of operations to be expected for the remainder of the
year. Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain reclassifications have been made to
prior year amounts to conform to the current year presentation.
These consolidated financial statements should be read in conjunction with
the December 31, 1998 audited consolidated financial statements and notes
thereto of the Company.
2. EARNINGS PER SHARE ("EPS")
The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings per Share" ("SFAS No. 128"). SFAS No. 128 requires the presentation of
basic EPS and diluted EPS.
Basic EPS is computed by dividing net income less preferred dividends by
the weighted-average common shares outstanding during the period. The
weighted-average common shares outstanding includes the average number of shares
of common stock outstanding adjusted for the weighted-average number of
unallocated shares held by the Company's Employee Stock Ownership Plan (the
"ESOP") and the Recognition and Retention Plans ("RRPs").
Diluted EPS is computed by dividing net income less preferred dividends by
the weighted-average common shares and common equivalent shares outstanding
during the period. For the diluted EPS calculation, the weighted-average common
shares and common equivalent shares outstanding include the average number of
shares of common stock outstanding adjusted for the weighted-average number of
unallocated shares held by the ESOP and the RRPs and the dilutive effect of
unexercised stock options using the treasury stock method. When applying the
treasury stock method, the Company's average stock price is utilized, and the
Company adds to the proceeds, the tax benefit that would have been credited to
additional paid-in capital assuming exercise of non-qualified stock options.
6
<PAGE> 8
The following table is a reconciliation of basic and diluted EPS as
required under SFAS No. 128:
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
-------------------------------------------------------------------------------------------
1999 1998
-------------------------------------------------------------------------------------------
(In Thousands, Average Per Share Average Per Share
Except Share Data) Income Shares Amount Income Shares Amount
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 53,454 $ 36,206
Less: preferred stock dividends 1,500 1,500
----------- -----------
Basic EPS:
Income available to common
stockholders 51,954 51,827,679 $ 1.00 34,706 50,272,057 $ 0.69
======== ========
Effect of dilutive unexercised
stock options 1,539,327 2,484,277
----------- -----------
Diluted EPS:
Income available to common
stockholders plus assumed
conversions $ 51,954 53,367,006 $ 0.97 $ 34,706 52,756,334 $ 0.66
=========== =========== ======== =========== =========== ========
</TABLE>
3. CASH EQUIVALENTS
For the purpose of reporting cash flows, cash and cash equivalents include
cash and due from banks, federal funds sold and repurchase agreements with
original maturities of three months or less.
4. COMPREHENSIVE INCOME
The Company follows Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 requires that
all items that are components of "comprehensive income" be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is defined as "the change in equity
[net assets] of a business enterprise during a period from transactions and
other events and circumstances from nonowner sources." It includes all changes
in equity during a period except those resulting from investments by owners and
distributions to owners. The Company adopted the provisions of SFAS No. 130
during the first quarter of 1998 and, as such, was required to: (a) classify
items of other comprehensive income by their nature in a financial statement and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section in
the statement of financial condition.
Comprehensive (loss) income for the three months ended March 31, 1999 and
1998 is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
-------- --------
<S> <C> <C>
Net income $ 53,454 $ 36,206
Net unrealized losses on securities,
net of reclassification adjustment (a) (56,943) (1,823)
-------- --------
Comprehensive (loss) income $ (3,489) $ 34,383
======== ========
(a) Disclosure of reclassification adjustment:
Net unrealized (losses) gains arising during period $(57,014) $ 1,082
Less: reclassification adjustment for net losses (gains)
included in net income 71 (2,905)
-------- --------
Net unrealized losses on securities $(56,943) $ (1,823)
======== ========
</TABLE>
7
<PAGE> 9
5. IMPACT OF NEW ACCOUNTING STANDARDS
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"). SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial condition and measure those instruments at fair value. The accounting
for changes in the fair value of a derivative (that is, unrealized gains and
losses) depends on the intended use of the derivative and the resulting
designation. SFAS No. 133 is effective for fiscal quarters of fiscal years
beginning after June 15, 1999 and does not require restatement of prior periods.
Management of the Company believes the implementation of SFAS No. 133 will not
have a material impact on the Company's financial condition or results of
operations.
In October 1998, the FASB issued Statement of Financial Accounting
Standards No. 134, "Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise"
("SFAS No. 134"). SFAS No. 134 conforms the accounting for securities retained
after the securitization of mortgage loans by a mortgage banking enterprise with
the accounting for securities retained after the securitization of other types
of assets by a nonmortgage banking enterprise. SFAS No. 134 is effective for the
first fiscal quarter beginning after December 15, 1998. The implementation of
SFAS No. 134 did not have a material impact on the Company's financial condition
or results of operations.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Quarterly Report on Form 10-Q may contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, and may be identified by the use of such words as "believe," "expect,"
"anticipate," "should," "planned," "estimated" and "potential." Examples of
forward-looking statements include, but are not limited to, estimates with
respect to the financial condition, results of operations and business of the
Company that are subject to various factors which could cause actual results to
differ materially from these estimates. These factors include, but are not
limited to, general economic conditions, changes in interest rates, deposit
flows, loan demand, 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.
GENERAL
The Company is headquartered in Lake Success, New York and its principal
business currently consists of the operation of its wholly-owned subsidiary, the
Association. The Association's primary business is attracting retail deposits
from the general public and investing those deposits, together with borrowed
funds, funds generated from operations and principal repayments, primarily in
one-to-four family residential mortgage loans, mortgage-backed securities and,
to a lesser extent, commercial real estate loans, multi-family mortgage loans
and consumer loans. In addition, the Association invests in securities issued by
the U.S. Government and federal agencies and other securities.
The Company's results of operations are dependent primarily on its net
interest income, which is the difference between the interest earned on its
assets, primarily its loan and securities portfolios, and its cost of funds,
which consists of the interest paid on its deposits and borrowings. The
Company's net income is also affected by its provision for loan losses as well
as non-interest income, general and administrative expense, other non-interest
expense, and income tax expense. General and administrative expense consists of
compensation and benefits, occupancy, equipment and systems expense, federal
deposit insurance
8
<PAGE> 10
premiums, advertising and other operating expenses. Other non-interest expense
generally consists of real estate operations and provision for real estate
losses, net and amortization of goodwill. The earnings of the Company are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates and U.S. Treasury yield curves,
government policies and actions of regulatory authorities.
MERGERS AND ACQUISITIONS
The Company continues to consider merger and acquisition activity as an
integral part of its strategic objective for its long-term growth. Following the
close of business on September 30, 1998, the Company completed the acquisition
of LIB, the holding company of LISB, a federally chartered savings bank, with
LIB merging with and into the Company and LISB merging with and into the
Association ("LIB Acquisition"). The transaction was accounted for as a
pooling-of-interests. Accordingly, the assets, liabilities and stockholders'
equity as reported by LIB immediately prior to consummation, were recorded by
the Company. No goodwill was created as a result of the LIB Acquisition. Under
the terms of the merger agreement, holders of LIB common stock, par value $.01
per share ("LIB Common Stock"), received 1.15 shares of the Company's common
stock, par value $.01 per share ("Common Stock"), for each share of LIB Common
Stock, resulting in the issuance of 27,876,636 shares of Common Stock.
Acquisition Costs and Restructuring Charges
From the period between initiation of the LIB Acquisition and the
consummation date, the Company developed formal plans to integrate the
businesses of LIB and the Company. Such plans included, among other things, the
termination of employees, disposal of duplicate facilities, consolidation and
relocation of equipment and facilities, integration of information systems and
cancellation of lease contracts and other executory contracts. The Company has
recognized as liabilities only those items that qualify for recognition under
the consensus reached on Issue No. 94-3 by the Emerging Issues Task Force
("EITF"), "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit An Activity (including Certain Costs Incurred in a
Restructuring)" ("EITF 94-3").
The Company has recorded all direct costs related to the LIB Acquisition as
liabilities as of the consummation date, and the total pre-tax charge of $124.2
million has been classified as acquisition costs and restructuring charges in
the Company's consolidated statement of operations for the year ended December
31, 1998. Such costs relate to restructuring plans and/or exit plans formally
adopted by the Company.
The following table sets forth the activity in the Company's balances of
accrued acquisition costs and restructuring charges for the quarter ended March
31, 1999:
<TABLE>
<CAPTION>
ACCRUED BALANCE AT CASH PAYMENTS ACCRUED BALANCE
(IN THOUSANDS) DECEMBER 31, 1998 IN 1ST QUARTER 1999 AT MARCH 31, 1999
----------------- ------------------- -----------------
<S> <C> <C> <C>
Employee termination costs $10,326 $ 4,535 $ 5,791 (a)
Facilities, equipment and
systems cost 12,428 1,412 11,016 (b)
Transaction fees & other costs 8,557 6,864 1,693 (c)
------- ------- ------
Total $31,311 $12,811 $18,500
====== ====== ======
</TABLE>
9
<PAGE> 11
(a) The remaining accrued balance primarily represents $4.9 million of
voluntary early retirement charges for pension and postretirement
benefits for certain former employees of LIB. Such benefits will remain
as accrued pension and postretirement benefit costs to the Company until
all such benefits are paid during these former LIB employees' lifetimes.
(b) The remaining accrued balance primarily represents the present value of
net operating costs for the Company's former mortgage headquarters.
(c) The remaining accrued balance primarily represents accrued legal fees
which the Company will incur to restructure the various employee benefit
plans of LIB and the subsidiaries of LISB.
1999 Cost Savings Initiatives
As part of the Company's strategy of improving operating efficiency and
achieving cost savings targets following the LIB Acquisition, the Company has
entered into or has the intent to enter into various transactions in 1999. Such
transactions include, but are not limited to, the disposition of various loan
production offices, banking offices and the former headquarters of LIB. In order
to refocus its mortgage loan origination efforts toward portfolio growth rather
than sale in the secondary market, the Company decided to close or otherwise
dispose of certain retail loan production offices ("LPOs"). These transactions
occurred during the first quarter of 1999 and included the sale of two LPOs, the
closing of two LPOs and the sub-leasing of one LPO. As a result of the
transactions involving these five LPOs, the Company incurred a $1.2 million loss
during the first quarter of 1999. Additionally, the Company has entered into a
contract to sell the former headquarters of LIB which is expected to close in
the third quarter of 1999.
YEAR 2000 PROJECT
The "Year 2000 Problem" centers on the inability of some computer systems
to recognize the year 2000. Many existing computer programs and systems were
originally programmed with six digit dates that provided only two digits to
identify the calendar year in the date field, without considering the upcoming
change in the century. With the impending millennium, these programs and
computers may recognize "00" as the year 1900 rather than the year 2000. Like
most financial service providers, the Company and its operations may be
significantly and adversely affected by the Year 2000 Problem due to the nature
of financial information. Software, hardware, and equipment both within and
outside the Company's direct control and with which the Company electronically
or operationally interfaces (e.g. including, but not limited to, third party
vendors providing data processing, information system management, maintenance of
computer systems, and credit bureau information) are likely to be affected.
Furthermore, if computer systems are not adequately changed to identify the year
2000, many computer applications could fail or create erroneous results. As a
result, many calculations which rely on the date field information, such as
interest, payment or due dates and other operating functions, may generate
results which could be significantly misstated, and the Company could experience
an inability for a temporary, but unknown duration, to process transactions,
send invoices or engage in similar normal business activities. In addition,
under certain circumstances, failure to adequately address the Year 2000 Problem
could adversely affect the viability of the Company's suppliers and creditors
and the creditworthiness of its borrowers. Thus, if not adequately addressed,
the Year 2000 Problem could result in a material adverse impact on the Company's
products, services and competitive condition and therefore, its results of
operations and could be deemed to imperil the safety and soundness of the
Association. There has been limited litigation filed against corporations
regarding the Year 2000 Problem and their compliance efforts. Nonetheless, the
law in this area will likely continue to develop well into the new millennium.
Should the Company experience a Year 2000 failure, exposure of the Company could
be significant and material, unless there is legislative action to limit such
liability. Legislation has been introduced in several jurisdictions regarding
the Year
10
<PAGE> 12
2000 Problem. However, no assurance can be given that legislation will be
enacted in jurisdictions where the Company does business that will have the
effect of limiting any potential liability.
The Office of Thrift Supervision ("OTS"), the Company's primary federal
bank regulatory agency, along with the other federal bank regulatory agencies
have published substantive guidance on the Year 2000 Problem and has included
Year 2000 compliance as a substantive area of examination for both regularly
scheduled and special examinations. These publications, in addition to providing
guidance as to examination criteria, have outlined requirements for creation and
implementation of a compliance plan and target dates for testing and
implementation of corrective actions, as discussed below. As a result of the
oversight by and authority vested in the federal bank regulatory agencies, a
financial institution that does not become Year 2000 compliant could become
subject to administrative remedies similar to those imposed on financial
institutions otherwise found not to be operating in a safe and sound manner,
including remedies available under prompt corrective action regulations.
The Company has developed and is implementing a Year 2000 Project Plan (the
"Plan") to address the Year 2000 Problem and its effects on the Company. The
Plan includes five components which address issues involving awareness,
assessment, renovation, validation and implementation. The Company has completed
the awareness assessment and renovation phases of the Plan. During the
assessment and renovation phases of the Plan, the Company inventoried all
material information systems and reviewed them for Year 2000 readiness. Among
the systems reviewed were computer hardware and systems software, applications
software and communications hardware and software as well as embedded or
automated devices. As noted below, this review included both internal systems
and those of third party vendors which provide systems such as retail deposit
processing, loan origination processing, loan servicing and general ledger and
accounting systems and software. The Company then renovated or replaced the
systems that may have posed a Year 2000-related problem. Following renovation,
the functionality of new systems were validated. The validation phase is
approximately 95% complete and the implementation phase is approximately 80%
complete.
The Company has complied with federal banking regulatory guidelines,
completing testing of its mission critical and customer systems prior to
September 30, 1998. The Company has met federal banking regulatory guidelines
stating that the Association and the Company must substantially complete testing
of core mission critical internal systems by December 31, 1998. The Company and
the Association are on target for substantially completing tests of the
renovations made of both internally and externally supplied systems, by June 30,
1999. Where practical, the Company has scheduled end-to-end Year 2000 tests as
well as participated in proxy testing with its business partners, allowing the
Company additional opportunities to test readiness of internal and external
systems.
As part of the Plan, the Company has had formal communications with all of
its significant suppliers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
Problem and has been following the progress of those vendors with their Year
2000 compliance status. The Company presently believes that with modifications
to existing software and conversions to new software and hardware where
necessary, the Year 2000 Problem will be mitigated with little or no impact on
the operations of the Company. At this time, the Company anticipates most of its
hardware and software systems to become Year 2000 compliant, tested and
operational within the OTS's suggested time frame. However, if such
modifications and conversions are not successfully made or are not completed on
a timely basis, the Year 2000 Problem could have an adverse impact on the
operations of the Company.
Despite its best efforts to ensure Year 2000 compliance, it is possible
that one or more of the Company's internal or external systems may fail to
operate. At this time, while the Company expects to become Year 2000 compliant,
the probability of such likelihood cannot be determined. As a result, the
Company expects to formulate contingency plans for its mission critical systems
where they are deemed
11
<PAGE> 13
feasible by management. These systems include retail deposit processing, check
clearing and wire transfer capabilities, loan origination processing, loan
servicing, investment monitoring and accounting, general ledger and accounting
systems and payroll processing. The Company maintains a disaster recovery
program designed to deal with similar failures on an ongoing basis. All business
units have been directed to review and update their existing recovery plans in
addition to developing Year 2000 contingency plans to address the possible
failure of one or more mission critical systems.
The Company has reviewed its customer base to determine whether they pose
significant Year 2000 risks. The Company's customer base consists primarily of
individual depositors who utilize the Company's services for personal, household
or consumer uses and residential mortgage loan borrowers. Individually such
customers are not likely to pose significant year 2000 risks.
Monitoring and managing the Year 2000 Project Plan will result in
additional direct and indirect costs to the Company. Direct costs include
potential charges by third party software vendors for product enhancements,
costs involved in testing for Year 2000 compliance, and costs for developing and
implementing contingency plans for critical systems which fail. Indirect costs
will principally consist of the time devoted by existing employees in monitoring
software vendor progress, testing and developing and implementing any necessary
contingency plans. Both direct and indirect costs of addressing the Year 2000
Problem will be charged to earnings as incurred. Such costs have not been
material to date. The Company does not believe that such costs will have a
material effect on results of operations, although there can be no assurance
that such costs would not become material in the future. It is currently
estimated that total Year 2000 compliance efforts will cost, excluding
reallocation of internal resources, approximately $2,000,000. The Company has
incurred $1,100,000 to date, which includes $750,000 expensed by LISB prior to
the LIB Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of funds is cash provided by investing
activities, which includes principal and interest payments on loans,
mortgage-backed securities and other securities. During the three months ended
March 31, 1999 and 1998, principal payments on loans, mortgage-backed securities
and proceeds from maturities of other securities totaled $1.66 billion and $1.11
billion, respectively. This increase reflects accelerated loan prepayment speeds
resulting from the decline in interest rates from the same period a year ago.
During the three months ended March 31, 1999, the Company received $165.0
million of funds from the sale of securities available-for-sale, loans and real
estate versus $198.8 million from sales during the three months ended March 31,
1998. The Company's other sources of funds are provided by operating and
financing activities. Net cash provided from operating activities during the
three months ended March 31, 1999 totaled $20.1 million. Net cash used in
operating activities during the three months ended March 31, 1998 totaled $9.3
million. The net increase in borrowings during the three months ended March 31,
1999 totaled $2.42 billion reflecting the Company's funding for its asset growth
discussed below. Deposits remained constant at $9.67 billion during the three
months ended March 31, 1999. The net increase in borrowings and deposits during
the three months ended March 31, 1998 totaled $544.2 million and $4.7 million,
respectively.
The Company's primary uses of funds in its investing activities are for the
purchase and origination of mortgage loans and the purchase of mortgage-backed
securities and other securities. During the three months ended March 31, 1999,
the Company's gross purchases and originations of mortgage loans totaled $1.32
billion, compared to $1.25 billion during the three months ended March 31, 1998.
The Company's purchases of mortgage-backed securities and other securities
during the three months ended March 31, 1999 and 1998 totaled $3.21 billion and
$1.19 billion, respectively. The significant increase in these purchases
reflects the Company's short-term objective of effectively deploying capital
through asset growth.
12
<PAGE> 14
Stockholders' equity totaled $1.46 billion at March 31, 1999 and at
December 31, 1998. Increases to stockholders' equity included $53.5 million of
net income, the amortization for the allocated portion of shares held by the
Employee Stock Ownership Plan ("ESOP") and the earned portion of the shares held
by the Recognition and Retention Plans ("RRP") and related tax benefit of $3.9
million and the effect of options exercised and related tax benefit of $13.6
million. These increases were equally offset by the declaration of dividends of
$14.3 million and the increase in the unrealized loss on securities, net of
taxes, of $56.9 million.
The Association is required by the OTS to maintain a minimum liquidity
ratio, calculated as an average daily balance of liquid assets as a percentage
of net withdrawable deposit accounts plus short-term borrowings, of 4.00%. The
Association's liquidity ratios were 10.91% and 11.29% at March 31, 1999 and
December 31, 1998, respectively. The levels of the Association's liquid assets
are dependent on the Association's operating, investing and financing activities
during any given period.
During the three months ended March 31, 1998, the Company repurchased
339,892 shares of Common Stock, for an aggregate cost of $16.6 million. The
Company's fifth stock repurchase plan was terminated on April 2, 1998 as a
result of the LIB Acquisition. On April 21, 1999, the Board of Directors of the
Company approved the Company's sixth stock repurchase plan authorizing the
purchase, at the discretion of management, of up to 10% of its Common Stock
outstanding (approximately 5,500,000 shares), over a two year period, in
open-market or privately negotiated transactions.
On March 1, 1999, the Company paid a quarterly cash dividend equal to $0.24
per share on shares of Common Stock outstanding as of the close of business on
February 12, 1999, totaling $13.2 million. On April 21, 1999, the Company
declared a quarterly cash dividend of $0.24 per share of Common Stock payable on
June 1, 1999 to stockholders of record as of the close of business on May 14,
1999. Beginning October 15, 1997, the Company has paid quarterly cash dividends
equal to $0.75 per share on shares of its Series B Preferred Stock, aggregating
$1.5 million per quarter.
At the time of the conversion from mutual to stock form of ownership, the
Association was required to establish a liquidation account in an amount equal
to its capital as of June 30, 1993. As part of its acquisitions of Fidelity New
York, F.S.B. ("Fidelity") following the close of business on January 31, 1995,
The Greater New York Savings Bank ("The Greater") following the close of
business on September 30, 1997 and LIB following the close of business on
September 30, 1998, the Association established similar liquidation accounts
equal to the remaining liquidation account balances previously maintained by
those entities as a result of their conversions from mutual to stock form of
ownership. These liquidation accounts will be reduced to the extent that
eligible account holders reduce their qualifying deposits. In the unlikely event
of a complete liquidation of the Association, each eligible account holder will
be entitled to receive a distribution from the liquidation accounts. The
Association is not permitted to declare or pay dividends on its capital stock,
or repurchase any of its outstanding stock, if the effect thereof would cause
its stockholders' equity to be reduced below the amounts required for the
liquidation accounts or applicable regulatory capital requirements. At March 31,
1999, the Association's total capital exceeded the amount of the combined
liquidation accounts, and also exceeded all of its regulatory capital
requirements with tangible, leverage, and risk-based capital ratios of 5.06%,
5.06%, and 13.45%, respectively. The respective minimum regulatory requirements
were 1.50%, 3.00%, and 8.00%. Effective April 1, 1999, the regulatory capital
ratio requirement for leverage capital for the Association increased to 4.00%.
As of March 31, 1999, the Association would have exceeded such amended
requirement.
INTEREST RATE SENSITIVITY ANALYSIS
As a financial institution, the Company's primary component of market risk
is interest rate volatility (which is the sensitivity of income to variations in
interest rates). The Company's market rate sensitive instruments primarily
include interest-earning assets and interest-bearing liabilities. Accordingly,
the
13
<PAGE> 15
Company's net interest income, the primary component of its net income, is
subject to substantial risk due to changes in interest rates or changes in
market yield curves, particularly if there is a substantial variation in the
timing between the repricing of its assets and the liabilities which fund them.
The Company seeks to manage interest rate risk by monitoring and controlling the
variation in repricing intervals between its assets and liabilities. To a lesser
extent, the Company also monitors its interest rate sensitivity by analyzing the
estimated changes in market value of its assets and liabilities assuming various
interest rate scenarios. As discussed more fully below, a variety of factors
influence the repricing characteristics and the market value of any given asset
or liability.
The matching of the repricing characteristics of assets and liabilities may
be analyzed by examining the extent to which such assets and liabilities are
"interest rate sensitive" and by monitoring an institution's interest rate
sensitivity "gap." An asset or liability is said to be interest rate sensitive
within a specific time period if it will mature or reprice, either by
contractual terms or based upon certain assumptions, including, but not limited
to, estimated prepayments, made by management, within that time period. The
interest rate sensitivity gap is the difference between the amount of
interest-earning assets anticipated to mature or reprice within a specific time
period and the amount of interest-bearing liabilities anticipated to mature or
reprice within that same time period. A gap is considered positive when the
amount of interest rate sensitive assets maturing or repricing within a specific
time frame exceeds the amount of interest rate sensitive liabilities maturing or
repricing within that same time frame. Conversely, a gap is considered negative
when the amount of interest rate sensitive liabilities maturing or repricing
within a specific time frame exceeds the amount of interest rate sensitive
assets maturing or repricing within that same time frame. In a rising interest
rate environment, an institution with a positive gap would generally be
expected, absent the effects of other factors, to experience a greater increase
in the yields of its assets relative to the costs of its liabilities and thus an
increase in the institution's net interest income, whereas an institution with a
negative gap would generally be expected to experience the opposite results.
Conversely, during a period of falling interest rates, a positive gap would tend
to result in a decrease in net interest income while a negative gap would tend
to increase net interest income.
The actual duration of mortgage loans and mortgage-backed securities can be
significantly impacted by changes in mortgage prepayment and market interest
rates. Mortgage prepayment rates will vary due to a number of factors, including
the regional economy in the area where the underlying mortgages were originated,
seasonal factors, demographic variables and the assumability of the underlying
mortgages. However, the largest determinants of prepayment rates are prevailing
interest rates and related mortgage refinancing opportunities.
Management monitors interest rate sensitivity so that adjustments in the
asset and liability mix, when deemed appropriate, can be made on a timely basis.
Purchases of fixed-rate mortgage-backed securities are concentrated on those
securities with short- and medium-term average lives. Originations of
thirty-year fixed rate mortgages are originated and sold in the secondary
market, while those with shorter durations, primarily fifteen-year fixed rate
mortgages and adjustable-rate mortgages are held-for-investment.
At March 31, 1999, the Company's net interest-earning assets maturing or
repricing within one year exceeded interest-bearing liabilities maturing or
repricing within the same time period by $876.8 million, representing a positive
cumulative one-year gap of 3.81% of total assets. This compares to net
interest-earning assets maturing or repricing within one year exceeding
interest-bearing liabilities maturing or repricing within the same time period
by $1.07 billion, representing a positive cumulative one-year gap of 5.18% of
total assets at December 31, 1998. The Company's March 31, 1999 and December 31,
1998 cumulative one-year gap positions reflect the classification of
available-for-sale securities within repricing periods based on their
contractual maturities adjusted for estimated prepayments, if any. If those
securities at March 31, 1999 were classified within the one-year maturing or
repricing category, net interest-earning assets maturing or repricing within one
year would have exceeded interest-bearing liabilities maturing or repricing
within the same time period by $8.30 billion, representing a positive cumulative
one-year gap
14
<PAGE> 16
of 36.08% of total assets. Using this method at December 31, 1998, net
interest-earning assets maturing or repricing within one year would have
exceeded interest-bearing liabilities maturing or repricing within the same time
period by $6.46 billion, representing a positive cumulative one-year gap of
31.39% of total assets. The available-for-sale securities may or may not be
sold, or effectively repriced, since that activity is subject to management's
discretion.
The following table (the "Gap Table") sets forth the amount of
interest-earning assets and interest-bearing liabilities outstanding at March
31, 1999, that are anticipated by the Company, using certain assumptions based
on its historical experience and other data available to management to reprice
or mature in each of the future time periods shown. The Gap Table does not
necessarily indicate the impact of general interest rate movements on the
Company's net interest income because the actual repricing dates of various
assets and liabilities are subject to customer discretion and competitive and
other pressures. Callable features of certain assets and liabilities, in
addition to the foregoing, may cause actual experience to vary from that
indicated. Included in this table are $1.38 billion of callable other securities
at their amortized cost, classified according to their maturity dates, which are
primarily within the more than five years maturity category. Of such securities,
$1.10 billion are initially callable within one year. Also included in this
table are $11.18 billion of callable borrowings, classified according to their
maturity dates, which are primarily within the more than three years to five
years category and the more than five years category. Of such borrowings, $2.67
billion are initially callable within one year.
15
<PAGE> 17
<TABLE>
<CAPTION>
At March 31, 1999
---------------------------------------------------------------------------------------
More than More than
One Year Three Years
One Year to to More than
(Dollars in Thousands) or Less Three Years Five Years Five Years Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans (1) $ 2,737,460 $ 2,333,045 $ 1,963,525 $ 2,085,956 $ 9,119,986
Consumer and other loans (1) 165,246 43,373 -- -- 208,619
Federal funds sold and
repurchase agreements 133,259 -- -- -- 133,259
Mortgage-backed and other
securities available-for-sale (2) 2,913,644 2,202,906 1,688,039 3,530,768 10,335,357
Mortgage-backed and other
securities held-to-maturity (2) 373,394 199,802 171,362 1,485,621 2,230,179
---------------------------------------------------------------------------------------
Total interest-earning assets 6,323,003 4,779,126 3,822,926 7,102,345 22,027,400
Add:
Net unamortized purchase
premiums and deferred fees (3) 11,078 9,713 8,172 8,443 37,406
---------------------------------------------------------------------------------------
Net interest-earning assets 6,334,081 4,788,839 3,831,098 7,110,788 22,064,806
---------------------------------------------------------------------------------------
Interest-bearing liabilities:
Savings 274,884 549,768 549,768 1,374,390 2,748,810
NOW 14,833 29,664 29,664 74,217 148,378
Money market 817,644 29,784 29,784 89,384 966,596
Money manager 35,664 71,328 71,328 178,375 356,695
Certificates of deposit 3,643,454 1,153,056 259,180 4,605 5,060,295
Borrowed funds (2) 670,799 949,621 6,340,000 3,480,000 11,440,420
---------------------------------------------------------------------------------------
Total interest-bearing liabilities $ 5,457,278 $ 2,783,221 $ 7,279,724 $ 5,200,971 $20,721,194
---------------------------------------------------------------------------------------
Interest sensitivity gap $ 876,803 $ 2,005,618 $(3,448,626) $ 1,909,817 $ 1,343,612
---------------------------------------------------------------------------------------
Cumulative interest sensitivity gap $ 876,803 $ 2,882,421 $ (566,205) $ 1,343,612
---------------------------------------------------------------------------------------
Cumulative interest sensitivity gap
as a percentage of total assets 3.81% 12.53% (2.46)% 5.84%
Cumulative net interest-earning assets
as a percentage of interest-bearing
liabilities 116.07% 134.98% 96.35% 106.48%
</TABLE>
(1) Mortgage, consumer and other loans exclude non-performing loans, but are
not reduced for the allowance for loan losses.
(2) Includes $1.10 billion of other securities and $2.67 billion of borrowings,
callable within one year and at various times thereafter, which are each
classified according to their contractual maturity dates (primarily in the
more than five years category for other securities and the more than one
year to three years and the more than three years to five years categories
for borrowings).
(3) Net unamortized purchase premiums and deferred fees are prorated.
Certain shortcomings are inherent in the method of analysis presented
in the Gap Table. For example, although certain assets and liabilities may
have similar contractual maturities or periods to repricing, they may react
in different ways to changes in market interest rates. Additionally,
certain assets, such as ARM loans, have contractual features which restrict
changes in interest rates on a short-term basis and over the life of the
asset. Further, in the event of a change in interest rates, prepayment and
early withdrawal levels would likely deviate significantly from those
assumed in calculating the table. Finally, the ability of borrowers to
service their ARM loans or other loan obligations may decrease in the event
of an interest rate increase. The Gap Table reflects the estimates of
management as to periods to repricing at a particular point in time. Among
the factors considered, are current trends and historical repricing
experience with respect to similar products. For example, the Company has a
number of deposit accounts, including
16
<PAGE> 18
savings, NOW, money market and money manager accounts which, subject to certain
regulatory exceptions not relevant here, may be withdrawn at any time. The
Company, based upon its historical experience, assumes that while all customers
in these account categories could withdraw their funds on any given day, they
will not do so, even if market interest rates were to change. As a result,
different assumptions may be used at different points in time. The majority of
the certificates of deposit projected to mature within the next year have
original terms of one to two years. The Company has and currently offers
competitive market rates for products with these terms. Based upon historical
experience, as well as current and projected economic conditions, the Company
believes it can continue to offer competitive market rates and, therefore, while
there is no assurance of renewal, the Company believes a significant amount of
the balance of certificates of deposit maturing will be renewed.
The Company's interest rate sensitivity is also monitored by management
through analysis of the change in the net portfolio value ("NPV"). NPV is
defined as the net present value of the expected future cash flows of an
entity's assets and liabilities and, therefore, hypothetically represents the
market value of an institution's net worth. Increases in the market value of
assets will increase the NPV whereas decreases in market value of assets will
decrease the NPV. Conversely, increases in the market value of liabilities will
decrease NPV whereas decreases in the market value of liabilities will increase
the NPV. The changes in market value of assets and liabilities due to changes in
interest rates reflect the interest sensitivity of those assets and liabilities
as their values are derived from the characteristics of the asset or liability
(i.e. fixed rate, adjustable rate, caps, floors) relative to the interest rate
environment. For example, in a rising interest rate environment, the fair market
value of a fixed rate asset will decline, whereas the fair market value of an
adjustable rate asset, depending on its repricing characteristics, may not
decline. The NPV ratio under any interest rate scenario is defined as the NPV in
that scenario divided by the market value of assets in the same scenario. This
analysis, referred to in the following NPV table (the "NPV Table"), initially
measures percentage changes from the value of projected NPV in a given rate
scenario, and then measures interest rate sensitivity by the change in the NPV
ratio, over a range of interest rate change scenarios. The OTS also produces a
similar analysis using its own model based upon data submitted on the
Association's quarterly Thrift Financial Reports, the results of which may vary
from the Company's internal model primarily because of differences in
assumptions utilized between the Company's internal model and the OTS model,
including estimated loan prepayment rates, reinvestment rates and deposit decay
rates. For purposes of the NPV Table, prepayment speeds and deposit decay rates
similar to those used in the Gap Table were used. In addition, the
available-for-sale securities were classified according to repricing periods
based on contractual maturities and estimated prepayments.
The NPV Table is based on simulations which utilize institution specific
assumptions with regard to future cash flows, including customer options such as
loan prepayments, period and lifetime caps, puts and calls, and deposit
withdrawal estimates. The NPV Table uses discount rates derived from various
sources including, but not limited to, U.S. Treasury yield curves, thrift retail
certificate of deposit curves, national and local secondary mortgage markets,
brokerage security pricing services and various alternative funding sources.
Specifically, for mortgage loans receivable, the discount rates used were based
on market rates for new loans of similar type and purpose, adjusted, when
necessary, for factors such as servicing cost, credit risk and term. The
discount rates used for certificates of deposit and borrowings were based on
rates which approximate those the Company would incur to replace such funding of
similar remaining maturities. The NPV Table calculates the NPV at a flat rate
scenario by computing the present value of cash flows of interest earning assets
less the present value of interest bearing liabilities. Certain assets,
including fixed assets and real estate held for development, are assumed to
remain at book value (net of valuation allowance) regardless of interest rate
scenario. Other non-interest earning assets and non-interest bearing liabilities
such as deferred fees, unamortized premiums, goodwill and accrued expenses and
other liabilities are excluded from the NPV calculation.
17
<PAGE> 19
The following represents the Company's NPV table as of March 31, 1999.
<TABLE>
<CAPTION>
Net Portfolio Value ("NPV") Portfolio Value of Assets
Rates in --------------------------- --------------------------
Basis Points Dollar Dollar Percentage NPV Sensitivity
(Rate Shock) Amount Change Change Ratio Change
- --------------- ------ ------ ---------- ----- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
+200 $1,063,354 $(828,487) (43.79)% 4.96% (3.32)%
+100 1,501,523 (390,318) (20.63) 6.71 (1.56)
-0- 1,891,841 - - 8.27 -
-100 1,838,499 (53,342) (2.82) 7.89 (0.38)
-200 1,594,563 (297,278) (15.71) 6.77 (1.50)
</TABLE>
As with the Gap Table, certain shortcomings are inherent in the methodology
used in the above interest rate risk measurements. Modeling of changes in NPV
requires the making of certain assumptions which may or may not reflect the
manner in which actual yields and costs respond to changes in market interest
rates. In this regard, the NPV model assumes that the composition of the
Company's interest sensitive assets and liabilities existing at the beginning of
a period remains constant over the period being measured and also assumes that a
particular change in interest rates is immediate and is reflected uniformly
across the yield curve regardless of the duration to maturity or repricing of
specific assets and liabilities. In addition, prepayment estimates and other
assumptions within the NPV Table are subjective in nature, involve uncertainties
and, therefore, cannot be determined with precision. Accordingly, although the
NPV measurements, in theory, may provide an indication of the Company's interest
rate risk exposure at a particular point in time, such measurements are not
intended to and do not provide for a precise forecast of the effect of changes
in market interest rates on the Company's NPV and will differ from actual
results.
The Company, from time to time, in an attempt to further reduce volatility
in its earnings caused by changes in interest rates will enter into financial
derivative agreements with third parties. At March 31, 1999, the Company had
$60.0 million of interest rate floor agreements and $450.0 million of interest
rate swap agreements outstanding based on their notional amount. Additionally,
the Company is not subject to foreign currency exchange or commodity price risk
and does not own any trading assets.
18
<PAGE> 20
LOAN PORTFOLIO
The following table sets forth the composition of the Company's loan
portfolio at March 31, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
At March 31, 1999 At December 31, 1998
------------------------ -------------------------------
Percent Percent
of of
(Dollars in Thousands) Amount Total Amount Total
- -------------------------------------------------------------------------------------------------------------------
MORTGAGE LOANS GROSS (1):
<S> <C> <C> <C> <C>
One-to-four family ............. $ 8,274,978 87.89% $ 7,857,964 87.37%
Multi-family ................... 489,911 5.20 452,854 5.03
Commercial real estate ......... 438,208 4.65 453,973 5.05
------------- ------------- ------------- -------------
Total mortgage loans ......... 9,203,097 97.74 8,764,791 97.45
------------- ------------- ------------- -------------
CONSUMER AND OTHER LOANS:
Home equity .................... 128,741 1.37 142,437 1.58
Passbook ....................... 6,726 0.07 6,653 0.07
Other .......................... 77,171 0.82 80,287 0.90
------------- ------------- ------------- -------------
Total consumer and other loans ..... 212,638 2.26 229,377 2.55
------------- ------------- ------------- -------------
TOTAL LOANS ........................ 9,415,735 100.00% 8,994,168 100.00%
------------- ============= ------------- =============
LESS:
Unearned discounts, premiums and
deferred loan fees, net .... 42,146 32,463
Allowance for loan losses ...... (75,234) (74,403)
------------- -------------
TOTAL LOANS, NET ................... $ 9,382,647 $ 8,952,228
============= =============
</TABLE>
(1) These amounts include $148.4 million and $212.9 million of mortgage loans
held-for-sale at March 31, 1999 and December 31, 1998, respectively.
19
<PAGE> 21
SECURITIES PORTFOLIO
The following tables set forth the amortized cost and estimated fair value
of mortgage-backed securities and other securities available-for-sale and
held-to-maturity at March 31, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
At March 31, 1999
------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
(In Thousands) Cost Gains Losses Value
- ----------------------------------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE:
Mortgage-backed securities:
<S> <C> <C> <C> <C>
GNMA pass-through certificates $ 153,134 $ 2,425 $ (38) $ 155,521
FHLMC pass-through certificates 298,736 1,989 (1,512) 299,213
FNMA pass-through certificates 549,315 7,878 (1,365) 555,828
REMICs and CMOs:
Agency issuance 7,309,046 3,834 (122,907) 7,189,973
Non agency issuance 1,470,960 4,046 (19,358) 1,455,648
----------- ----------- ----------- -----------
Total mortgage-backed securities 9,781,191 20,172 (145,180) 9,656,183
----------- ----------- ----------- -----------
Other securities:
Obligations of the U.S.
Government and agencies 493,711 1,616 (2,834) 492,493
Corporate debt 51,637 -- (1,762) 49,875
FNMA and FHLMC preferred stock 127,515 2,118 -- 129,633
Equity and other securities 7,084 405 (316) 7,173
----------- ----------- ----------- -----------
Total other securities 679,947 4,139 (4,912) 679,174
----------- ----------- ----------- -----------
Total Available-for-Sale $10,461,138 $ 24,311 $ (150,092) $10,335,357
=========== =========== =========== ===========
HELD-TO-MATURITY:
Mortgage-backed securities:
GNMA pass-through certificates $ 5,897 $ 390 $ -- $ 6,287
FHLMC pass-through certificates 56,818 2,138 (18) 58,938
FNMA pass-through certificates 15,018 55 (45) 15,028
REMICs and CMOs
Agency issuance 723,441 4,418 (1,293) 726,566
Non agency issuance 222,154 2,928 (2,135) 222,947
----------- ----------- ----------- -----------
Total mortgage-backed securities 1,023,328 9,929 (3,491) 1,029,766
----------- ----------- ----------- -----------
Other securities:
Obligations of the U.S.
Government and agencies 897,535 3,174 (691) 900,018
Obligations of states and
political subdivisions 46,696 -- (3) 46,693
----------- ----------- ----------- -----------
Total other securities 944,231 3,174 (694) 946,711
----------- ----------- ----------- -----------
Total Held-to-Maturity $ 1,967,559 $ 13,103 $ (4,185) $ 1,976,477
=========== =========== =========== ===========
</TABLE>
20
<PAGE> 22
SECURITIES PORTFOLIO, CONTINUED
<TABLE>
<CAPTION>
At December 31, 1998
------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
(In Thousands) Cost Gains Losses Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE:
Mortgage-backed securities:
GNMA pass-through certificates $ 163,731 $ 2,795 $ (10) $ 166,516
FHLMC pass-through certificates 342,311 2,079 (1,668) 342,722
FNMA pass-through certificates 608,842 8,513 (1,561) 615,794
REMICs and CMOs:
Agency issuance 4,961,157 1,363 (42,020) 4,920,500
Non agency issuance 1,509,402 3,689 (4,789) 1,508,302
---------- ---------- ---------- ----------
Total mortgage-backed securities 7,585,443 18,439 (50,048) 7,553,834
---------- ---------- ---------- ----------
Other securities:
Obligations of the U.S.
Government and agencies 462,302 4,910 (13) 467,199
Corporate debt securities 21,048 -- (322) 20,726
FNMA and FHLMC preferred stock 127,515 1,325 -- 128,840
Asset-backed securities 15,815 41 (32) 15,824
Equity and other securities 10,089 -- (68) 10,021
---------- ---------- ---------- ----------
Total other securities 636,769 6,276 (435) 642,610
---------- ---------- ---------- ----------
Total Available-for-Sale $8,222,212 $ 24,715 $ (50,483) $8,196,444
========== ========== ========== ==========
HELD-TO-MATURITY:
Mortgage-backed securities:
GNMA pass-through certificates $ 53,455 $ 2,122 $ -- $ 55,577
FHLMC pass-through certificates 14,738 493 (4) 15,227
FNMA pass-through certificates 15,954 135 -- 16,089
REMICs and CMOs:
Agency issuance 785,314 3,427 (1,138) 787,603
Non agency issuance 267,338 1,404 (2,093) 266,649
---------- ---------- ---------- ----------
Total mortgage-backed securities 1,136,799 7,581 (3,235) 1,141,145
---------- ---------- ---------- ----------
Other securities:
Obligations of the U.S.
Government and agencies 925,074 10,412 (128) 935,358
Obligations of states and
political subdivisions 46,938 -- (1) 46,937
---------- ---------- ---------- ----------
Total other securities 972,012 10,412 (129) 982,295
---------- ---------- ---------- ----------
Total Held-to-Maturity $2,108,811 $ 17,993 $ (3,364) $2,123,440
========== ========== ========== ==========
</TABLE>
21
<PAGE> 23
COMPARISON OF FINANCIAL CONDITION AS OF
MARCH 31, 1999 AND DECEMBER 31, 1998
AND OPERATING RESULTS FOR THE QUARTERS ENDED
MARCH 31, 1999 AND 1998
FINANCIAL CONDITION
Total assets increased $2.41 billion, to $23.00 billion at March 31,
1999, from $20.59 billion at December 31, 1998. This increase was primarily due
to the Company's short-term objective of effectively deploying capital through
asset growth, which resulted in increases in the mortgage loan and
mortgage-backed securities portfolios. Mortgage loans held-for-investment, net,
increased $512.5 million, from $8.58 billion at December 31, 1998 to $9.10
billion at March 31, 1999. Gross mortgage loans originated and purchased during
the three months ended March 31, 1999 totaled $1.32 billion, of which $1.20
billion were originations and $122.7 million were purchases. These originations
and purchases consisted primarily of one-to-four family residential mortgage
loans. This compares to $1.18 billion of originations and $62.9 million of
purchases for a total of $1.25 billion during the three months ended March 31,
1998. The increase in the mortgage loan originations was partially offset by
loan prepayments, as well as normal principal repayments. Mortgage-backed
securities increased $1.99 billion to $10.68 billion at March 31, 1999, from
$8.69 billion at December 31, 1998. This increase was the result of purchases of
mortgage-backed securities, primarily agency-issued REMICs and CMOs, during the
first quarter of 1999, of $3.10 billion, offset by principal payments of $875.5
million.
The growth in the loan and mortgage-backed securities portfolios was
funded primarily through additional medium-term borrowings, which is consistent
with the Company's strategy of complementing its growth through acquisitions by
leveraging the Company's excess capital. Reverse repurchase agreements increased
$2.54 billion, to $9.83 billion at March 31, 1999, from $7.29 billion at
December 31, 1998. Federal Home Loan Bank of New York advances decreased $100.0
million, from $1.21 billion at December 31, 1998 to $1.11 billion at March 31,
1999. Deposits remained relatively unchanged as competition with equity markets,
coupled with a low interest rate environment, created minimal opportunities for
deposit growth.
Stockholders' equity totaled $1.46 billion at March 31, 1999 and at
December 31, 1998. Increases to stockholders' equity included $53.5 million of
net income, the amortization for the allocated portion of shares held by the
Employee Stock Ownership Plan ("ESOP") and the earned portion of the shares held
by the Recognition and Retention Plans ("RRP") and related tax benefit of $3.9
million and the effect of options exercised and related tax benefit of $13.6
million. These increases were equally offset by the declaration of dividends of
$14.3 million and the increase in the unrealized loss on securities, net of
taxes, of $56.9 million.
RESULTS OF OPERATIONS
GENERAL
Net income increased $17.3 million, or 47.6%, to $53.5 million, or
diluted earnings per common share of $0.97 for the first quarter of 1999, from
$36.2 million, or diluted earnings per common share of $0.66, for the comparable
period in 1998. The return on average assets increased to 0.97% for the first
quarter of 1999, from 0.85% for the first quarter of 1998. The return on average
equity increased to 14.72% for the first quarter of 1999, from 9.85% for the
first quarter of 1998. The return on average tangible equity increased to 17.69%
for the first quarter of 1999, from 11.98% for the first quarter of 1998.
22
<PAGE> 24
INTEREST INCOME
Interest income for the three months ended March 31, 1999 increased $71.1
million, or 24.5%, to $360.9 million, from $289.8 million for the three months
ended March 31, 1998. This increase was the result of a $4.93 billion increase
in average interest-earning assets to $21.10 billion for the three months ended
March 31, 1999, from $16.17 billion for the comparable period in 1998. This
increase was partially offset by a decrease in the average yield of
interest-earning assets to 6.84% for the first quarter of 1999, from 7.17% for
the first quarter of 1998. The increase in average interest-earning assets was
primarily due to increases in mortgage loans and mortgage-backed securities.
Interest income on mortgage loans increased $13.6 million to $161.9 million
for the first quarter of 1999, from $148.3 million for the first quarter of
1998, which was the result of an increase in the average balance of $1.09
billion, partially offset by a decrease in the average yield on mortgage loans
to 7.19% for the first quarter of 1999, from 7.49% for the first quarter of
1998. The increase in the average balance of mortgage loans reflects the
Company's continued emphasis on originations of primarily one-to-four family
residential mortgage loans. The decrease in the average yield was due to the
significant decline in market rates from the same period a year ago, coupled
with prepayments and refinancing activity during 1998, which continued during
the first quarter of 1999. Interest income on other loans decreased $947,000
resulting from a decrease in the average balance of $41.7 million, partially
offset by an increase in the yield to 9.46% for the first quarter of 1999, from
9.41% for the first quarter of 1998.
Interest income on mortgage-backed securities increased $59.0 million to
$158.9 million for the first quarter of 1999, from $99.9 million for the first
quarter of 1998, reflecting the Company's strategy of effectively deploying its
capital through asset growth. This increase was the result of a $3.89 billion
increase in the average balance of this portfolio, partially offset by a
decrease in the average yield to 6.46% for the first quarter of 1999, from 6.73%
for the first quarter of 1998. The decrease in yield on the mortgage-backed
securities portfolio is a result of overall decreases in market rates from the
same period a year ago, coupled with accelerated prepayments. Interest income on
other securities was $33.0 million for the quarter ended March 31, 1999 and
1998. While the average balance of this portfolio increased $17.6 million, the
average yield decreased to 6.99% for the first quarter of 1999, from 7.06% for
the first quarter of 1998. Interest income on federal funds sold and repurchase
agreements decreased $506,000 as a result of a decrease in the average balance
of $24.6 million and a decrease in the average yield to 4.74% for the first
quarter of 1999, from 5.22% for the comparable period in 1998.
INTEREST EXPENSE
Interest expense for the three months ended March 31, 1999 increased $45.5
million, to $225.1 million, from $179.6 million for the three months ended March
31, 1998. This increase was attributable to an increase in the average balance
of interest-bearing liabilities of $4.89 billion, to $19.71 billion for the
three months ended March 31, 1999, from $14.82 billion for the three months
ended March 31, 1998, partially offset by a decrease in the average cost of such
liabilities to 4.57% for the first quarter of 1999 from 4.85% for the first
quarter of 1998. The increase in average interest-bearing liabilities was
primarily attributable to an increase in the average balance of borrowings of
$5.26 billion, discussed below. The decline in the overall average costs of the
Company's interest-bearing liabilities reflects the lower interest rate
environment that has prevailed in the first quarter of 1999 versus the
comparable 1998 period.
Interest expense on borrowed funds increased $59.4 million, to $135.5
million for the three months ended March 31, 1999, from $76.1 million for the
three months ended March 31, 1998. This increase was attributable to an increase
in the average balance of borrowings of $5.26 billion, partially offset by a
decrease in the average cost of borrowings to 5.16% for the first quarter of
1999, from 5.81% for the
23
<PAGE> 25
first quarter of 1998. The Company continues to utilize medium-term borrowings
as a funding source for asset growth, as the Company has been unable to obtain
such growth through deposits as a result of the current interest rate
environment.
Interest expense on deposits decreased $13.9 million to $89.6 million for
the three months ended March 31, 1999, from $103.5 million for the three months
ended March 31, 1998, reflecting a decrease in the average balance of total
interest-bearing deposits of $365.5 million, coupled with a decrease in the
average cost of interest-bearing deposits to 3.89% for the first quarter of
1999, from 4.32% for the same period in 1998. Interest expense on savings
accounts decreased $5.4 million as a result of a decrease in the average balance
of $159.8 million and a decrease in the average cost to 1.98% for the first
quarter of 1999, from 2.61% for the same period in 1998. This decrease in
average cost is a result of the Company lowering the rates paid on savings
accounts during the fourth quarter of 1998. Interest expense on certificates of
deposit decreased $10.4 million from the combined effect of a decrease in the
average balance of $519.3 million and a decrease in the average cost to 5.19%
for the first quarter of 1999, from 5.46% for the first quarter of 1998.
Interest expense on money market accounts increased $2.4 million to $9.4
million for the first quarter of 1999, from $7.0 million for the first quarter
of 1998, as a result of an increase in the average balance of $273.4 million,
offset by a decrease in the average cost to 4.15% for the first quarter of 1999,
from 4.42% for the same period in 1998. Interest paid on money market accounts
is on a tiered basis with 84.0% of the balance in the highest tier. The yield on
the top tier is committed to be at least equal to the discount rate for the
three-month U.S. Treasury bill. While interest rates have fallen, the short end
of the yield curve, reflecting short-term rates, has been the least affected and
has not moved as quickly as the remaining portion of the yield curve, reflecting
long-term rates. Additionally, the Company has not always reduced the interest
rate on money market accounts with the yield curve, in an effort to attract new
money market accounts. Interest expense on money manager accounts decreased
$398,000 which was attributable to a decrease in the average cost of these
accounts to 0.98% for the first quarter of 1999, from 1.44% for the same period
in 1998, partially offset by an increase in average balance of $8.7 million.
Interest expense on NOW accounts decreased $78,000, resulting from the combined
effect of a decrease in the average cost of these accounts to 0.98% for the
first quarter of 1999, from 1.55% for the same period in 1998, offset by an
increase in the average balance of $31.5 million. The decrease in the average
cost of NOW and money manager accounts is a result of the Company lowering the
rates paid on these accounts during the second quarter of 1998.
NET INTEREST INCOME
Net interest income represents the difference between income on
interest-earning assets and expense on interest-bearing liabilities. Net
interest income depends primarily upon the volume of interest-earning assets and
interest-bearing liabilities and the corresponding interest rates earned or
paid.
The Company's net interest income is significantly impacted by changes
in interest rates and changes in market yield curves. Over the past two years,
interest rates have declined significantly, and various financial instrument
markets have become increasingly volatile. In addition, the decline in interest
rates on long-term instruments has generally been greater than the decline in
interest rates on short-term instruments, accentuating the flatness of the U.S.
Treasury yield curve. During the first quarter of 1999, however, interest rates
in general have increased from the fourth quarter of 1998, and the increase in
interest rates on long-term instruments has been greater than the increase in
interest rates on short-term instruments, resulting in a steepening of the U.S.
Treasury yield curve. Despite this change in the U.S. Treasury yield curve, the
Company has continued to experience compression on its net interest spread and
net interest margin for the 1999 first quarter versus the comparable 1998
period. This continued compression was a result of the growth of
interest-earning assets and interest-bearing liabilities during the 1998 lower
interest rate environment. These financial instruments employed by the Company
have not yet been impacted by the 1999 first quarter yield curve changes.
24
<PAGE> 26
Net interest income increased $25.6 million, or 23.2%, to $135.8 million
for the three months ended March 31, 1999, from $110.2 million for the three
months ended March 31, 1998. This change was the result of an increase in total
average interest-earning assets of $4.93 billion, offset by an increase in total
average interest-bearing liabilities of $4.89 billion. The effect of the growth
in average net interest-earning assets was also partially offset by the decrease
in the Company's net interest rate spread to 2.27% for the first quarter of
1999, from 2.32% for the first quarter of 1998. This decrease in net interest
rate spread was the result of the average yield on total interest-earning assets
decreasing to 6.84% for the first quarter of 1999, from 7.17% for the first
quarter of 1998, partially offset by the average cost of interest-bearing
liabilities decreasing to 4.57% for the first quarter of 1999, from 4.85% for
the first quarter of 1998. The Company's net interest margin decreased to 2.57%
for the first quarter of 1999 as compared to 2.73% for the first quarter of
1998.
Analysis of Net Interest Income
The following table sets forth certain information relating to the Company
for the three months ended March 31, 1999 and 1998. Yields and costs are derived
by dividing income or expense by the average balance of the related assets or
liabilities, respectively, for the periods shown, except where otherwise noted.
Average balances are derived from average daily balances. The average balance of
loans receivable includes loans on which the Company has discontinued accruing
interest. The yields and costs include fees, premiums and discounts which are
considered adjustments to interest rates.
25
<PAGE> 27
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------------------------
1999
---------------------------------------------
Average
Average Yield/
(Dollars in Thousands) Balance Interest Cost
- -----------------------------------------------------------------------------------------------
ASSETS: (Annualized)
<S> <C> <C> <C>
Interest-earning assets:
Mortgage loans $ 9,002,736 $ 161,887 7.19%
Consumer and other loans 223,038 5,277 9.46
Mortgage-backed securities (2) 9,832,450 158,877 6.46
Other securities (2) 1,889,222 33,032 6.99
Federal funds sold and
repurchase agreements 153,772 1,822 4.74
------- -----
Total interest-earning assets 21,101,218 360,895 6.84
--------
Non-interest-earning assets 896,291
-------
Total assets $21,997,509
===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Interest-bearing liabilities:
Savings $ 2,763,565 $ 13,685 1.98%
Certificates of deposit 5,021,838 65,192 5.19
NOW 140,184 342 0.98
Money market 909,269 9,441 4.15
Money manager 371,342 906 0.98
Borrowed funds 10,504,289 135,534 5.16
---------- -------
Total interest-bearing liabilities 19,710,487 225,100 4.57
-------
Non-interest-bearing liabilities 834,562
-------
Total liabilities 20,545,049
Stockholders' equity 1,452,460
---------
Total liabilities and stockholders'
equity $21,997,509
===========
Net interest income/net interest
rate spread (3) $135,795 2.27%
======== ====
Net interest-earning assets/net
interest margin (4) $ 1,390,731 2.57%
=========== ====
Ratio of interest-earning assets
to interest-bearing liabilities 1.07x
====
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------------------------
1998(1)
---------------------------------------------
Average
Average Yield/
(Dollars in Thousands) Balance Interest Cost
- --------------------------------------------------------------------------------------------
ASSETS: (Annualized)
<S> <C> <C> <C>
Interest-earning assets:
Mortgage loans $ 7,915,097 $148,307 7.49%
Consumer and other loans 264,702 6,224 9.41
Mortgage-backed securities (2) 5,941,289 99,943 6.73
Other securities (2) 1,871,573 33,045 7.06
Federal funds sold and
repurchase agreements 178,323 2,328 5.22
------- -------
Total interest-earning assets 16,170,984 289,847 7.17
-------
Non-interest-earning assets 804,106
-------
Total assets $16,975,090
===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Interest-bearing liabilities:
Savings $ 2,923,364 $ 19,087 2.61%
Certificates of deposit 5,541,182 75,637 5.46
NOW 108,645 420 1.55
Money market 635,905 7,034 4.42
Money manager 362,621 1,304 1.44
Borrowed funds 5,245,196 76,140 5.81
--------- ------
Total interest-bearing liabilities 14,816,913 179,622 4.85
Non-interest-bearing liabilities 687,738
-------
Total liabilities 15,504,651
Stockholders' equity 1,470,439
---------
Total liabilities and stockholders'
equity $16,975,090
===========
Net interest income/net interest
rate spread (3) $110,225 2.32%
======== ====
Net interest-earning assets/net
interest margin (4) 1,354,071 2.73%
========= ====
Ratio of interest-earning assets
to interest-bearing liabilities 1.09x
====
</TABLE>
(1) Restated to include LIB.
(2) Securities available-for-sale are reported at average amortized cost.
(3) Net interest rate spread represents the difference between the average
yield on average interest-earning assets and the average cost of
average interest-bearing liabilities.
(4) Net interest margin represents net interest income divided by average
interest-earning assets.
RATE/VOLUME ANALYSIS
The following table presents the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Company's interest income and interest expense
during the periods indicated. Information is provided in each category with
respect to (i) changes attributable to changes in volume (changes in volume
multiplied by prior rate), (ii) changes attributable to changes in rate (changes
in rate multiplied by prior volume), and (iii) the net change. The changes
attributable to the combined impact of volume and rate have been allocated
proportionately to the changes due to volume and the changes due to rate.
26
<PAGE> 28
<TABLE>
<CAPTION>
Quarter Ended March 31, 1999
Compared to
Quarter Ended March 31, 1998
-----------------------------------------
(In Thousands) Increase (Decrease)
- -------------------------------------------------------------------------------------
Volume Rate Net
------ ---- ---
<S> <C> <C> <C>
Interest-earning assets:
Mortgage loans .................. $ 19,708 $ (6,128) $ 13,580
Consumer and other loans ........ (980) 33 (947)
Mortgage-backed securities ...... 63,090 (4,156) 58,934
Other securities ................ 313 (326) (13)
Federal funds sold and repurchase
agreements ................... (303) (203) (506)
-------- -------- --------
Total .............................. 81,828 (10,780) 71,048
-------- -------- --------
Interest-bearing liabilities:
Savings ......................... (998) (4,404) (5,402)
Certificates of deposit ......... (6,838) (3,607) (10,445)
NOW ............................. 102 (180) (78)
Money market .................... 2,859 (452) 2,407
Money manager ................... 30 (428) (398)
Borrowed funds .................. 68,767 (9,373) 59,394
-------- -------- --------
Total .............................. 63,922 (18,444) 45,478
-------- -------- --------
Net change in net interest
income .......................... $ 17,906 $ 7,664 $ 25,570
======== ======== ========
</TABLE>
PROVISION FOR LOAN LOSSES
Provision for loan losses decreased to $1.1 million for the first
quarter of 1999, from $1.8 million for the first quarter of 1998. The allowance
for loan losses increased to $75.2 million at March 31, 1999, from $74.4 million
at December 31, 1998. Net loan charge-offs totaled $230,000 for the three months
ended March 31, 1999. Non-performing loans decreased $24.0 million to $87.1
million at March 31, 1999, from $111.1 million at December 31, 1998. This
reduction in non-performing loans improved the percentage of allowance for loan
losses to non-performing loans from 66.99% at December 31, 1998 to 86.35% to
March 31, 1999. The allowance for loan losses as a percentage of total loans
decreased from 0.83% at December 31, 1998 to 0.80% at March 31, 1999 primarily
due to the increase of $421.6 million in gross loans receivable from December
31, 1998 to March 31, 1999. The decline in the provision generally reflects the
decline in non-performing loans while the increase in the allowance for loan
losses reflects the overall increase in the Company's loan portfolio. For
further discussion on non-performing loans and allowance for loan losses, see
"Asset Quality."
NON-INTEREST INCOME
Non-Interest income for the quarter ended March 31, 1999 decreased to $16.7
million from $17.3 million for the quarter ended March 31, 1998. However,
excluding losses on sales of securities and the loss of disposition of loan
origination offices, non-interest income increased $6.0 million, or 48.9%, to
$18.1 million compared to $12.1 million, exclusive of gains on sales of
securities, for the same period
27
<PAGE> 29
in 1998. Customer service and other loan fees increased $2.2 million to $9.4
million for the first quarter of 1999, from $7.2 million for the first quarter
of 1998. This increase is due in part to the Company's changes in customer
service fees in June 1998 and the overall growth in the loan portfolio. Loan
servicing fees increased $3.3 million, or 176.0%, to $5.2 million for the
quarter ended March 31, 1999, from $1.9 million for the same period in 1998.
Loan servicing fees include all contractual and ancillary servicing revenue
received by the Company net of amortization of mortgage servicing rights and
valuation allowance adjustments for the impairment on mortgage servicing rights.
The increase in loan servicing fees is primarily the result of a $1.1 million
decrease in the amortization of mortgage servicing rights and a $1.6 million
increase in the recovery in the valuation allowance for mortgage servicing
rights. Net gains on sales of loans increased $1.3 million to $2.3 million for
the first quarter of 1999, from $1.0 million for the first quarter of 1998.
Net (losses) gains on sales of securities decreased $5.2 million to a net
loss of $125,000 for the quarter ended March 31, 1999, from a net gain of $5.1
million for the quarter ended March 31, 1998. During the quarter ended March 31,
1999, the Company recognized a loss of $1.2 million on various transactions
relating to five retail loan production offices ("LPOs"). See further discussion
under "Mergers and Acquisitions - 1999 Cost Savings Initiatives."
NON-INTEREST EXPENSE
Non-interest expense decreased $6.1 million, or 9.5%, to $58.0 million for
the first quarter of 1999 compared to $64.1 million for the first quarter of
1998. This reduction was primarily the result of the consolidation of LIB's
operations into the Company. General and administrative expense decreased $6.9
million to $52.0 million for the first quarter of 1999, from $58.9 million for
the first quarter of 1998. Compensation and benefits decreased $891,000, from
$25.6 million for the quarter ended March 31, 1998 to $24.7 million for the
quarter ended March 31, 1999. Employee stock plans and amortization expense
decreased by $2.8 million to $3.0 million for the first quarter of 1999 compared
to $5.8 million for the comparable period in 1998. The decrease in employee
stock plans amortization expense includes a decrease relating to the allocation
of ESOP stock due to a lower average market value of the Common Stock from
$55.36 per share for the three months ended March 31, 1998 to $47.34 per share
for the three months ended March 31, 1999. In addition, the Company's vesting
period for the majority of shares granted under the RRPs was completed in
January 1999. The amortization period for these grants was completed in fiscal
1998, resulting in a decrease in amortization expense of $1.7 million to
$36,000 for the first quarter of 1999, as compared to $1.7 million during the
same period in 1998.
Occupancy, equipment and systems expense decreased $1.0 million to
$14.1 million for the first quarter of 1999 compared to $15.1 million for the
first quarter of 1998. Other expenses also decreased $2.1 million, from $9.8
million for the quarter ended March 31, 1998, to $7.7 million for the quarter
ended March 31, 1999. Goodwill litigation expense increased $1.0 million to $1.1
million for the first quarter of 1999, from $116,000 for the first quarter of
1998. See Part II - Other Information, Item 1 - Legal Proceedings. The Company's
percentage of general and administrative expense to average assets and
efficiency ratios both improved to 0.95% and 33.89%, respectively, for the
quarter ended March 31, 1999 as compared to 1.39% and 48.14%, respectively, for
the quarter ended March 31, 1998.
INCOME TAX EXPENSE
Income tax expense increased $14.7 million to $40.0 million for the first
quarter of 1999, representing an effective tax rate of 42.8%, from $25.3
million, representing an effective tax rate of 41.2% for the comparable quarter
in 1998, primarily due to the increase in income before taxes of $32.0 million.
28
<PAGE> 30
CASH EARNINGS
Tangible stockholders' equity (stockholders' equity less goodwill) totaled
$1.22 billion at March 31, 1999 and at December 31, 1998. Tangible equity is a
critical measure of a company's ability to repurchase shares, pay dividends and
continue to grow. The Association is subject to various capital requirements
which affect its classification for safety and soundness purposes, as well as
for deposit insurance purposes. These requirements utilize tangible equity as a
base component, not equity as defined by generally accepted accounting
principles ("GAAP").
Although reported earnings and return on equity are traditional measures of
a company's performance, management believes that the increase in tangible
equity, or "cash earnings," is also a significant measure of a company's
performance. Cash earnings exclude the effects of various non-cash expenses,
such as the amortization for the allocation of ESOP and RRP stock and related
tax benefit, as well as the amortization of goodwill. In the case of tangible
equity, these items have either been previously charged to equity, as in the
case of ESOP and RRP charges, through contra-equity accounts, or do not affect
tangible equity, such as the market appreciation of allocated ESOP shares, for
which the operating charge is offset by a credit to additional paid-in capital,
and goodwill amortization for which the related intangible asset has already
been deducted in the calculation of tangible equity.
Management believes that cash earnings and cash returns on average tangible
equity reflect the Company's ability to generate tangible capital that can be
leveraged for future growth. Cash earnings for the first quarter of 1999 totaled
$62.3 million, an increase of $14.1 million over $48.2 million cash earnings for
the first quarter of 1998. Cash returns on average tangible equity and average
assets for the first quarter of 1999 were 20.62% and 1.13%, respectively,
compared to 15.94% and 1.14%, respectively, for the comparable 1998 period.
Additionally, the cash general and administrative expense (general and
administrative expense, excluding non-cash amortization expense relating to
certain employee stock plans) to average assets ratio and cash efficiency ratio
also improved to 0.89% and 31.95%, respectively, for the three months ended
March 31, 1999 as compared to 1.25% and 43.38%, respectively, for the three
months ended March 31, 1998.
Presented below are the Company's Condensed Consolidated Schedules of Cash
Earnings for the three months ended March 31, 1999 and 1998.
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED SCHEDULES OF CASH EARNINGS
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1999 1998
---- ----
<S> <C> <C>
Net Income $ 53,454 $ 36,206
Add back:
Employee stock plans amortization expense 2,972 5,820
Amortization of goodwill 4,906 4,885
Income tax benefit on amortization expense of
earned portion of RRP stock 967 1,283
------- -------
Cash Earnings 62,299 48,194
------ ------
Preferred dividends declared 1,500 1,500
------- -------
Cash earnings available to common shareholders $ 60,799 $ 46,694
====== ======
Basic earnings per common share (1) $ 1.17 $ 0.93
======= =======
Diluted earnings per common share (1) $ 1.14 $ 0.89
======= =======
</TABLE>
(1) Based on the weighted average shares used to calculate earnings per
share on the Consolidated Statements of Income.
29
<PAGE> 31
ASSET QUALITY
One of the Company's key operating objectives has been and continues to be
to maintain a high level of asset quality. Through a variety of strategies,
including, but not limited to borrower workout arrangements and aggressive
marketing of foreclosed properties, the Company has been proactive in addressing
problem and non-performing assets which, in turn, has helped to build the
strength of the Company's financial condition. Such strategies, as well as the
Company's concentration on one-to-four family mortgage lending and maintaining
sound credit standards for new loan originations, and in particular a generally
strong and stable economy and real estate market, have resulted in a steady
reduction in non-performing assets to total assets from December 31, 1994
through March 31, 1999. Non-performing assets and the ratio of non-performing
assets to total assets both decreased from $120.4 million and 0.58%,
respectively, at December 31, 1998 to $97.3 million and 0.42%, respectively, at
March 31, 1999. The following table shows a comparison of delinquent loans as of
March 31, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
DELINQUENT LOANS
----------------
AT MARCH 31, 1999 AT DECEMBER 31, 1998
---------------------------------------------- ------------------------------------------------
60-89 DAYS 90 DAYS OR MORE 60-89 DAYS 90 DAYS OR MORE
--------------------- -------------------- --------------------- ---------------------
NUMBER PRINCIPAL NUMBER PRINCIPAL NUMBER PRINCIPAL NUMBER PRINCIPAL
OF BALANCE OF BALANCE OF BALANCE OF BALANCE
(Dollars in Thousands) LOANS OF LOANS LOANS OF LOANS LOANS OF LOANS LOANS OF LOANS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
One-to-four family ..... 67 $ 3,307 657 $ 76,191 77 $ 2,422 804 $ 94,078
Multi-family ........... -- -- 12 2,520 1 203 14 2,224
Commercial real estate . 6 4,551 11 4,400 2 221 23 8,776
Consumer and other loans 255 1,592 332 4,019 246 2,058 279 5,995
-------- -------- -------- -------- -------- -------- -------- --------
Total delinquent loans . 328 $ 9,450 1,012 $ 87,130 326 $ 4,904 1,120 $111,073
======== ======== ======== ======== ======== ======== ======== ========
Delinquent loans to total
loans 0.10% 0.93% 0.05% 1.23%
</TABLE>
30
<PAGE> 32
The following table sets forth information regarding non-performing assets
at March 31, 1999 and December 31, 1998. In addition to the non-performing
loans, the Company has approximately $9.5 million and $4.9 million of potential
problem loans at March 31, 1999 and December 31, 1998, respectively. Such loans
are 60-89 days delinquent as shown on page 30.
NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
AT AT
MARCH 31, DECEMBER 31,
1999 (1) 1998 (1)
----------------- -----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Non-accrual delinquent mortgage loans (2) ................................... $ 79,755 $100,302
Non-accrual delinquent consumer
and other loans ........................................................ 4,019 5,995
Mortgage loans delinquent 90 days or more (3) ............................... 3,356 4,776
-------- --------
Total non-performing loans ............................................. 87,130 111,073
-------- --------
Real estate owned, net (4) .................................................. 6,236 6,071
Investments in real estate, net (5) ......................................... 3,940 3,266
-------- --------
Total real estate owned and investments
in real estate, net ...................................................... 10,176 9,337
-------- --------
Total non-performing assets (6) ........................................ $ 97,306 $120,410
======== ========
Allowance for loan losses to non-performing loans .............................. 86.35% 66.99%
Allowance for loan losses to total loans ....................................... 0.80% 0.83%
</TABLE>
(1) If all non-accrual loans had been performing in accordance with their
original terms, the Company would have recorded interest income of $1.7
million for the three months ended March 31, 1999 and $6.8 million for
the year ended December 31, 1998. Actual payments recorded to interest
income totaled $599,000 for the three months ended March 31, 1999 and
$1.6 million for the year ended December 31, 1998.
(2) Consists primarily of loans secured by one-to-four family properties.
(3) Loans delinquent 90 days or more and still accruing interest consist
solely of loans delinquent 90 days or more as to their maturity date
but not their interest payments, and are primarily secured by
multi-family and commercial properties.
(4) Real estate acquired by the Company as a result of foreclosure or by
deed-in-lieu of foreclosure is recorded at the lower of cost or fair
value less estimated costs to sell.
(5) Investments in real estate are recorded at the lower of cost or fair
value.
(6) Excluded from non-performing assets are $6.3 million and $6.9 million
at March 31, 1999 and December 31, 1998, respectively, of restructured
loans that have complied with the terms of their restructure agreement
for a satisfactory period and have, therefore, been returned to
performing status.
31
<PAGE> 33
The following table sets forth the Company's change in allowance for loan,
investments in real estate and REO losses.
(Dollars in Thousands)
<TABLE>
<CAPTION>
<S> <C>
Allowance for Loan Losses:
Balance at December 31, 1998............................................. $74,403
Provision charged to operations..................................... 1,061
Charge-offs:
One-to-four family........................................... (398)
Multi-family................................................. (12)
Commercial................................................... (257)
Consumer and other........................................... (658)
--------
Total charge-offs................................................... (1,325)
-------
Recoveries:
One-to-four family........................................... 641
Multi-family................................................. 225
Consumer and other .......................................... 229
-------
Total recoveries.................................................... 1,095
------
Total net charge-offs............................................... (230)
--------
Balance at March 31, 1999............................................. $75,234
======
</TABLE>
<TABLE>
<S> <C>
Ratio of net charge-offs during the period to average loans outstanding during the period 0.002%
Ratio of allowance for loan losses to total loans at end of the period 0.80%
Ratio of allowance for loan losses to non-performing loans at end of the period 86.35%
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Allowance for Losses on Investments in Real Estate and REO:
Balance at December 31, 1998..................................... $ 689
Provision charged to operations........................... 58
Charge-offs............................................... (234)
Recoveries................................................ 68
-------
Balance at March 31, 1999........................................ $ 581
======
</TABLE>
The following table sets forth the Company's allocation of the allowance for
loan losses by loan category and the percent of loans in each category to total
loans receivable. The portion of the allowance for loan losses allocated to each
loan category does not represent the total available for future losses which may
occur within the loan category since the total loan loss reserve is a valuation
reserve applied to the entire loan portfolio.
<TABLE>
<CAPTION>
March 31, 1999
------------------------------------
% of Loans
in Category to
Amount Total Loans
------ -------------
(In Thousands)
<S> <C> <C>
One-to-four family $42,747 87.89%
Multi-family 3,633 5.20
Commercial 11,006 4.65
Consumer and other loans 17,848 2.26
------ -------
Total allowances $75,234 100.00%
====== ======
</TABLE>
32
<PAGE> 34
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a description of the Company's quantitative and qualitative disclosures
about market risk, see the information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Interest Rate Sensitivity Analysis."
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 27, 1998 a class action complaint against LIB and the members
of the Board of Directors of LIB was filed in the Chancery Court of Delaware.
The lawsuit is entitled Miriam Simon and Stewart Simon vs. Long Island Bancorp,
Inc., et al. On March 6, 1998 a class action complaint against LIB and the
members of the Board of Directors of LIB was filed in the Chancery Court of
Delaware. The lawsuit is entitled Murray Zucker and Deborah Dyckman vs. Long
Island Bancorp, Inc., et al. An amended complaint was filed in the action on
April 6, 1998. On March 13, 1998 a class action complaint was filed in Delaware
Chancery Court against LIB and the Board of Directors of LIB. This complaint is
entitled Lawrence Berman vs. John J. Conefry, Jr., et al. Each of the lawsuits
involved allegations concerning the Company's offer to acquire LIB.
The three cases were consolidated under the Murray Zucker and Deborah
Dyckman vs. Long Island Bancorp, Inc., et al. heading and a stipulation was
entered extending the defendants' time to answer indefinitely. During the
quarter ended March 31, 1999, the plaintiffs stipulated with the Defendants that
the actions be dismissed without payment or compensation. Such dismissal was so
ordered by the Court.
On March 24, 1994, LISB received notice that it had been named as a
defendant in a class action lawsuit filed in the United States District Court
for the Eastern District of New York against James J. Conway, Jr., former
Chairman and Chief Executive Officer of LISB who resigned from LISB in June
1992, his former law firm, certain predecessor firms of that law firm, certain
partners of that law firm and LISB. The lawsuit is entitled Ronnie Weil Also
Known as Ronnie Moore, for Herself and on Behalf of All Other Persons Who
Attained Mortgage Loans from The Long Island Savings Bank, FSB during the period
January 1, 1983 through December 31, 1992 vs. The Long Island Savings Bank, FSB,
et al. The complaint alleges that the defendants caused mortgage loan
commitments to be issued to mortgage loan borrowers, and submitted legal
invoices to the borrowers at the closing of mortgage loans, which falsely
represented the true legal fees charged for representing LISB in connection with
the mortgage loans and failed to advise that a part of the listed legal fee
would be paid to Mr. Conway, thereby defrauding the borrowers. The complaint
does not specify the amount of damages sought.
On or about June 9, 1994, the Bank was served with an Amended Summons
and Amended Complaint adding LISB's directors as individual defendants. On or
about July 29, 1994, LISB and the individual director defendants served on
plaintiffs a motion to dismiss the Amended Complaint. On or about August 29,
1994, the plaintiffs served papers in response to the motion. The remaining
schedule on the motion was been held in abeyance pending certain discovery.
On January 4, 1999, the Company was served with a second amended complaint
alleging essentially the same claims and adding as additional defendants, the
Company and the Association, as successor to LISB, and certain members of Mr.
James J. Conway, Jr.'s family. The second amended complaint seeks damages of at
least $11 million trebled. On or about February 22, 1999, the Company, the
Association, for themselves and on behalf of LISB, and the individual directors
of LISB filed a motion to dismiss the second amended complaint.
33
<PAGE> 35
Management believes that the likelihood is remote that this case will have
a material adverse impact on the Company's consolidated financial condition and
results of operations.
On July 18, 1997, a purported class action (the "Federal Action") was
commenced in the United States District Court for the Eastern District of New
York entitled Leonard Minzer, et ano. v. Gerard C. Keegan, et al. against The
Greater, The Greater's directors and certain of its executive officers, the
Company and the Association. The suit alleges, among other things, that The
Greater, The Greater's directors and certain of its executive officers solicited
proxies in violation of Section 14(a) of the Securities Exchange Act of 1934 and
Rule 14a-9, promulgated thereunder, by failing to disclose certain allegedly
material facts in the proxy statement, as amended, that was circulated to The
Greater stockholders in connection with The Greater Acquisition, and that The
Greater's directors and certain of its executive officers have breached their
fiduciary duties by entering into The Greater Acquisition and related
arrangements. The suit further alleges, without specification, that the Company
and the Association participated in the preparation and distribution of The
Greater's proxy materials and/or aided and abetted the alleged breaches of
fiduciary duty by The Greater defendants. Plaintiffs sought, among other things,
a preliminary and permanent injunction against consummation of The Greater
Acquisition and the related transactions, an order directing that the directors
and executive officers of The Greater carry-out their fiduciary duties, and
unspecified damages and costs.
On September 2, 1997, plaintiffs filed an amended complaint and an
Application for a preliminary injunction (the "Application"). An evidentiary
hearing on plaintiffs' Application was held on September 10, 1997. On September
22, 1997, the Court issued a written decision denying plaintiffs' Application in
all respects. Upon stipulation of the parties, all claims against the
non-director, executive officers of The Greater, except one, were dismissed. The
remaining defendants moved to dismiss the amended complaint. On June 1, 1998 the
Court granted defendant's motion to dismiss the amended complaint without
prejudice.
On or about July 1, 1998, the plaintiffs filed a pleading styled "Second
Amended Class Action Complaint," without making a formal motion for leave to
amend. The defendants, which include The Greater, the Association, the Company
and the directors of The Greater, moved, on or about July 21, 1998, to strike
the complaint or in the alternative to deny leave to amend or to dismiss it for
failure to state a claim on which relief may be granted. On July 27, 1998, the
Court notified the parties that the plaintiffs' letter to the Court dated July
1, 1998 accompanying the amended complaint would be deemed a motion for leave to
file an amended complaint and that defendants' motions would be treated as
opposition to plaintiffs' request for leave. The motion was argued before the
Court on October 21, 1998 and after supplemental submissions by the parties, the
Court on January 25, 1999 dismissed the second amended complaint in all
respects.
On or about February 18, 1999, plaintiffs filed a Notice of Appeal to the
United States Court of Appeals for the Second Circuit from each and every part
of: (1) the lower court's January 25, 1999 decision dismissing the second
amended complaint and the corresponding judgment entered pursuant thereto; (2)
the lower court's June 1, 1998 decision dismissing the first amended complaint
and the corresponding judgment entered pursuant thereto; and (3) such and
further orders or decisions for which error may be assigned, including any error
of law contained in the lower court's September 22, 1997 decision denying the
Application.
The Company believes the allegations made in the second amended
complaint in the Federal Action are without merit and intends to aggressively
defend its interests with respect to such matters.
On August 15, 1989 LISB, and its former wholly owned subsidiary, The Long
Island Savings Bank of Centereach, FSB ("Centereach"), filed suit against the
United States seeking damages and/or other appropriate relief on the grounds,
among others, that the government had breached the terms of the 1983 assistance
agreement between LISB and the Federal Savings and Loan Insurance Corporation
pursuant to which LISB acquired Centereach ("Assistance Agreement"). The
Assistance Agreement, among other
34
<PAGE> 36
things, provided for the inclusion of supervisory goodwill as an asset on
Centereach's balance sheet to be included in capital and amortized over 40 years
for regulatory purposes.
The suit is pending before Chief Judge Loren Smith in the United States
Court of Federal Claims and is entitled The Long Island Savings Bank, FSB et al.
vs. The United States (the "LISB Goodwill Litigation").
Similarly, on July 21, 1995, the Association commenced an action, Astoria
Federal Savings and Loan Association vs. United States, (the "Astoria Goodwill
Litigation") in the United States Court of Federal Claims against the United
States seeking in excess of $250 million in damages arising from the
government's breach of an assistance agreement entered into by the Association's
predecessor in interest, Fidelity New York, FSB, in connection with its
acquisition in October 1984 of Suburbia Federal Savings and Loan Association,
and the government's subsequent enactment and implementation of the Financial
Institutions Reform, Recovery and Enforcement Act ("FIRREA") in 1989. In
addition to its breach of contract claim, the Association's complaint also
asserts claims based on promissory estoppel, failure of consideration and
frustration of purpose, and a taking of the Association's property without just
compensation in violation of the Fifth Amendment to the United States
Constitution.
Both the LISB Goodwill Litigation and the Astoria Goodwill Litigation had
been stayed pending disposition by the United States Supreme Court of three
related supervisory goodwill cases (the "Winstar Cases"). On July 1, 1996, the
Supreme Court ruled in the Winstar Cases that the government had breached its
contracts in the Winstar Cases and was liable in damages for those breaches.
On September 18, 1996, Judge Smith issued an Omnibus Case Management Order
("Case Management Order") applicable to all Winstar-related cases. The Case
Management Order addresses certain timing and procedural matters with respect to
the administration of the Winstar-related cases, including organization of the
parties, initial discovery, initial determinations regarding liability, and the
resolution of certain common issues. The Case Management Order provides that the
parties will attempt to agree upon a Master Litigation Plan, which may be in
phases, to govern all further proceedings, including the resolution of common
issues (other than common issues covered by the Case Management Order),
dispositive motions, trials, discovery schedules, protocols for depositions,
document production, expert witnesses, and other matters.
On November 1, 1996, LISB filed a motion for partial summary judgment
against the government on the issues of whether LISB had a contract with the
government and whether the enactment of FIRREA was contrary to the terms of such
contract. The government contested such motion and cross-moved for summary
judgment seeking to dismiss LISB's contract claims.
On November 6, 1996, the Association also moved for partial summary
judgment against the government on the issues of whether Fidelity had a contract
with the government and whether the enactment of FIRREA was contrary to the
terms of such contract. The government contested such motion and cross-moved for
summary judgment seeking to dismiss the Association's contract claims.
On August 7 and 8, 1997, the United States Court of Federal Claims
heard oral arguments on 11 common issues raised by the government in the various
partial summary judgment motions filed by the plaintiffs in the goodwill cases.
The Court heard argument on these common issues in the context of 4 specific
summary judgment motions, not including the LISB Goodwill Litigation or the
Astoria Goodwill Litigation. In an opinion filed December 22, 1997, all such
common issues were found in favor of the Plaintiffs and the government was
ordered to show cause within 60 days why partial summary judgment should not be
entered in all cases which have partial summary judgment motions pending,
including the LISB Goodwill Litigation and the Astoria Goodwill Litigation.
The government responded in the LISB Goodwill Litigation that if the Court
will not consider case
35
<PAGE> 37
specific facts, then it has no defense to LISB's motion for partial summary
judgment. The government further indicated that if the Court will consider case
specific facts, then it asserts among other things that there are factual issues
in dispute concerning the assistance agreement regarding Centereach which render
the granting of partial summary judgment inappropriate. LISB's motion for
partial summary judgment remains pending before the Court. The Court has not yet
ruled on the motion in the LISB Goodwill Litigation.
The government has responded in the Astoria Goodwill Litigation that if
the Court will not consider case specific facts, then it has no defense to the
Association's motion for partial summary judgment. The government further
indicated that if the Court will consider case specific facts, then it asserts
that the relevant portion of the Assistance Agreement with Fidelity did not
authorize the use of its capital credit as a permanent addition to regulatory
capital. In this response, the government did not raise any issues related to
the supervisory goodwill portion of the Association's motion. The Association
has responded to the government's response indicating in substance that the
issue raised by the government was specifically addressed and decided by the
United States Supreme Court in the Winstar Cases, that the contractual language
in the Fidelity's Assistance Agreement and other operative documents is
factually indistinguishable from that ruled upon in the Winstar Cases, and thus,
that the Association's motion for partial summary judgment should be granted.
The Association's response further requests reimbursement of the Association's
attorneys' fees from the government for seeking to relitigate the capital credit
issue. By motion dated July 16, 1998, the government moved to stay further
proceedings related to the Association's motion which has been granted through
July 31, 1999. The Association's motion for partial summary judgment remains
pending before the Court.
Pursuant to the Case Management Order, the LISB Goodwill Litigation has
been designated as one of the "First Thirty Cases". As a result of this
designation, discovery is underway. Both sides have exchanged documents and
directed interrogatories to each other which have been answered. The Company's
attorneys have begun taking depositions of key former government regulators who
had supervisory authority over LISB. The government has noticed depositions of a
number of former LISB officers and employees which are to be taken in Spring
1999.
It is expected that the Astoria Goodwill Litigation will be designated as
one of the "Second Thirty Cases." As a result, it is expected that discovery in
such case will commence on August 1, 1999.
On April 9, 1999 and on April 16, 1999, damage decisions were rendered by
the United States Court of Federal Claims in the cases of Glendale Federal Bank,
FSB v. The United States, Case No. 90-772C and California Federal Bank v. United
States of America, No. 92-138C, respectively. The former was rendered by Chief
Judge Loren A. Smith while the latter decision was rendered by Judge Robert H.
Hodges, Jr. Management believes it likely that one or both of these decisions
will be appealed. Based upon its review of these decisions, the Company is
unable to predict with any degree of certainty the outcome of its claims against
the United States and the amount of damages that may be awarded in connection
with the LISB Goodwill Litigation or the Astoria Goodwill Litigation, if any. No
assurance can be given as to the results of these claims or the timing of any
proceedings in relation thereto.
During the quarter ended March 31, 1999, expenses associated with the
prosecution of the LISB Goodwill Litigation and the Astoria Goodwill Litigation
by the Company totaled $1.1 million. As these cases proceed through discovery,
trial and possible appeals, the costs associated with them are expected to
continue to accelerate.
36
<PAGE> 38
ITEM 5. OTHER INFORMATION
On April 8, 1999, the Association entered into a definitive agreement with
Central National Bank, a wholly-owned subsidiary of CNB Financial Corporation,
to sell its five upstate New York banking offices in Otsego and Chenango
counties with deposits totaling approximately $164.0 million. The transaction is
expected to close in the third quarter of 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11. Statement Regarding Computation of Per Share Earnings.
27. Financial Data Schedule.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed with the Securities and
Exchange Commission for the quarter ended March 31, 1999.
37
<PAGE> 39
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 thereunto duly authorized.
Astoria Financial Corporation
Dated: May 12, 1999 By: /s/Monte N. Redman
------------ --------------------------
Monte N. Redman
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
38
<PAGE> 40
Exhibit Index
-------------
Exhibit No Identification of Exhibit
- ---------- -------------------------
11. Statement Regarding Computation of Per Share Earnings
27. Financial Data Schedule
39
<PAGE> 1
EXHIBIT 11. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1999
---------------------
(In Thousands, Except
Per Share Data)
<S> <C>
1. Net Income $53,454
Less: Preferred stock dividends declared 1,500
-------
Net income available to common shareholders $51,954
======
2. Weighted average common shares outstanding 55,028
3. ESOP shares not committed to be released (3,200)
-------
4. Total weighted average common shares outstanding 51,828
======
5. Basic earnings per common share $ 1.00
=======
6. Total weighted average common shares outstanding 51,818
7. Dilutive effect of stock options using the treasury
stock method 1,539
-------
8. Total average common and common equivalent
shares 53,367
========
9. Diluted earnings per common share $ 0.97
========
</TABLE>
40
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AS OF MARCH 31, 1999 AND
THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 97,971
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 133,259
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 10,335,357
<INVESTMENTS-CARRYING> 1,967,559
<INVESTMENTS-MARKET> 1,979,477
<LOANS> 9,457,881
<ALLOWANCE> 75,234
<TOTAL-ASSETS> 23,001,878
<DEPOSITS> 9,669,340
<SHORT-TERM> 50,000
<LIABILITIES-OTHER> 429,985
<LONG-TERM> 11,390,420
0
2,000
<COMMON> 553
<OTHER-SE> 1,459,580
<TOTAL-LIABILITIES-AND-EQUITY> 23,001,878
<INTEREST-LOAN> 167,164
<INTEREST-INVEST> 193,731
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 360,895
<INTEREST-DEPOSIT> 89,566
<INTEREST-EXPENSE> 225,100
<INTEREST-INCOME-NET> 135,795
<LOAN-LOSSES> 1,061
<SECURITIES-GAINS> (125)
<EXPENSE-OTHER> 7,681
<INCOME-PRETAX> 93,418
<INCOME-PRE-EXTRAORDINARY> 53,454
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,454
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 0.97
<YIELD-ACTUAL> 2.57
<LOANS-NON> 83,774
<LOANS-PAST> 3,356
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 9,450
<ALLOWANCE-OPEN> 74,403
<CHARGE-OFFS> 1,325
<RECOVERIES> 1,095
<ALLOWANCE-CLOSE> 75,234
<ALLOWANCE-DOMESTIC> 75,234
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
