UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Astoria Federal Plaza, Lake Success, New York 11042-1085
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(Address of principal executive offices) (Zip Code)
(516) 327-3000
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(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
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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 28, 2000
----------------------- --------------------------------------------
.01 Par Value 51,373,373
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<TABLE>
<CAPTION>
PART I -- FINANCIAL INFORMATION
ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AT AT
(In Thousands, Except Share Data) MARCH 31, 2000 DECEMBER 31, 1999
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<S> <C> <C>
Assets
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Cash and due from banks $ 117,972 $ 154,918
Federal funds sold and repurchase agreements 405,176 335,653
Mortgage-backed securities available-for-sale 7,851,452 8,204,977
Other securities available-for-sale 673,167 657,772
Mortgage-backed securities held-to-maturity (fair value of
$1,030,987 and $1,071,251, respectively) 1,044,025 1,082,261
Other securities held-to-maturity (fair value of
$767,398 and $772,356, respectively) 827,116 817,696
Federal Home Loan Bank of New York stock 275,250 265,250
Loans held-for-sale 7,047 11,376
Loans receivable:
Mortgage loans, net 10,372,619 10,113,216
Consumer and other loans, net 172,309 175,858
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10,544,928 10,289,074
Less allowance for loan losses 77,373 76,578
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Total loans receivable, net 10,467,555 10,212,496
Mortgage servicing rights, net 47,018 48,369
Accrued interest receivable 113,414 110,668
Premises and equipment, net 174,399 176,813
Goodwill 219,121 223,945
Other assets 367,057 394,342
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Total assets $22,589,769 $22,696,536
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Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits:
Savings $ 2,576,481 $ 2,581,442
Money market 1,273,041 1,165,734
NOW and money manager 945,212 877,715
Certificates of deposit 4,986,167 4,929,643
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Total deposits 9,780,901 9,554,534
Reverse repurchase agreements 8,786,800 9,276,800
Federal Home Loan Bank of New York advances 1,710,029 1,610,058
Other borrowings 513,019 514,663
Mortgage escrow funds 165,550 120,350
Accrued expenses and other liabilities 254,136 298,219
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Total liabilities 21,210,435 21,374,624
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Guaranteed preferred beneficial interest in junior 125,000 125,000
subordinated debentures (3)
Stockholders' Equity:
Preferred stock, $1.00 par value; 5,000,000 shares authorized:
Series A (325,000 shares authorized and -0- shares
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; 55,498,296 shares issued; and 51,332,117 and
51,730,959 shares outstanding, respectively) 555 555
Additional paid-in capital 801,776 800,414
Retained earnings 948,396 908,236
Treasury stock (4,166,179 and 3,767,337 shares, at cost,
respectively) (145,240) (137,071)
Accumulated other comprehensive income:
Net unrealized loss on securities, net of taxes (320,801) (344,198)
Unallocated common stock held by ESOP (32,300) (32,955)
Unearned common stock held by RRP (52) (69)
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Total stockholders' equity 1,254,334 1,196,912
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Total liabilities and stockholders' equity $22,589,769 $22,696,536
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See accompanying notes to consolidated financial statements.
</TABLE>
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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Astoria Financial Corporation and its wholly-owned subsidiaries, Astoria Federal
Savings and Loan Association, and its subsidiaries, or Astoria Federal, and
Astoria Capital Trust I. As used in this quarterly report, "we," "us" and "our"
refer to Astoria Financial Corporation and its consolidated subsidiaries,
including Astoria Federal and Astoria Capital Trust I, depending on the context.
All significant inter-company accounts and transactions have been eliminated in
consolidation.
In our opinion, the accompanying consolidated financial statements contain
all adjustments necessary for a fair presentation of our financial condition as
of March 31, 2000 and December 31, 1999, our results of operations for the three
months ended March 31, 2000 and 1999, changes in stockholders' equity for the
three months ended March 31, 2000 and cash flows for the three months ended
March 31, 2000 and 1999. In preparing the financial statements, we are required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities for the consolidated statements of financial condition as of March
31, 2000 and December 31, 1999 and amounts of revenues and expenses for the
consolidated statements of income for the three months ended March 31, 2000 and
1999. The results of operations for the three months ended March 31, 2000 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, or GAAP, 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
our December 31, 1999 audited consolidated financial statements and related
notes, included in our 1999 Annual Report on Form 10-K.
2
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2. EARNINGS PER SHARE, OR EPS
The following table is a reconciliation of basic and diluted EPS:
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
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2000 1999
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(In Thousands, Average Per Share Average Per Share
Except Share Data) Income Shares Amount Income Shares Amount
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<S> <C> <C> <C> <C> <C> <C>
Net income $55,497 $53,454
Less: preferred stock
dividends 1,500 1,500
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Basic EPS:
Income available to
common stockholders 53,997 48,705,240 $ 1.11 51,954 51,827,679 $1.00
====== ======
Effect of dilutive
unexercised stock options 682,414(1) 1,539,327(2)
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Diluted EPS:
Income available to
common stockholders
plus assumed
conversions $53,997 49,387,654 $ 1.09 $51,954 53,367,006 $0.97
======= ========== ====== ======= ========== =====
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(1) Options to purchase 1,683,698 shares of common stock at prices between
$27.88 per share and $59.75 per share were outstanding as of March 31,
2000 but were not included in the computation of diluted EPS because
the options' exercise prices were greater than the average market
price of the common shares.
(2) Options to purchase 356,152 shares of common stock at prices between
$49.25 per share and $59.75 per share were outstanding as of March 31,
1999 but were not included in the computation of diluted EPS because
the options' exercise prices were greater than the average market
price of the common shares.
3. GUARANTEED PREFERRED BENEFICIAL INTEREST IN JUNIOR SUBORDINATED DEBENTURES
On October 28, 1999, our wholly-owned finance subsidiary, Astoria Capital
Trust I, issued $125.0 million aggregate liquidation amount of 9.75% Capital
Securities due November 1, 2029, Series A referred to as Capital Securities. We
have fully and unconditionally guaranteed the Capital Securities along with all
obligations of Astoria Capital Trust I under the trust agreement. Astoria
Capital Trust I was formed for the exclusive purpose of issuing the Capital
Securities and common securities and using the proceeds to acquire an aggregate
principal amount of $128.9 million of our 9.75% Junior Subordinated Debentures
due November 1, 2029 referred to as Junior Subordinated Debentures. The sole
assets of Astoria Capital Trust I are the Junior Subordinated Debentures. The
Junior Subordinated Debentures are prepayable, in whole or in part, at our
option on or after November 1, 2009 at declining premiums to maturity. Proceeds
totaling $31.3 million from the issuance of the Junior Subordinated Debentures
were used to increase the capital level of Astoria Federal and the remaining
proceeds were used primarily for the repurchase of our common stock.
3
<PAGE>
The balance outstanding on the Capital Securities was $125.0 million at
March 31, 2000. The costs associated with the Capital Securities issuance have
been capitalized and are being amortized using the straight-line method over a
period of ten years. Distributions on the Capital Securities are payable semi-
annually beginning May 1, 2000, and are reflected in our Consolidated Statements
of Income as a component of non-interest expense under the caption "Capital
trust securities."
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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: August 7, 2000 By: /s/ Monte N. Redman
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Monte N. Redman
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
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