SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) January 20, 2000
COMMISSION FILE NO.: 0-23126
RELIANCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3187176
-------- ----------
(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
585 Stewart Avenue, Garden City, New York 11530
----------------------------------------- -----
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area code: (516) 222-9300
--------------
<PAGE>
Item 5. Other Events
On January 20, 2000, Reliance Bancorp, Inc. reported its second quarter
fiscal year 2000 results. For the quarter ended December 31, 1999, net income
increased to $5.4 million from $5.2 million in the prior year quarter ended
December 31, 1998. Earnings on a fully diluted per share basis rose 3.3% to
$0.62 from $0.60 for the prior year quarter December 31, 1998.
As of December 31, 1999, total assets were $2.5 billion, deposits were
$1.5 billion and total stockholders' equity was $176.4 million. At December 31,
1999, the Company had 8,882,411 common shares outstanding with tangible book
value per share of common stock of $13.99.
Item 7 (c). Exhibits
Exhibit 99.1 Press Release reporting the Company's second quarter fiscal
year 2000 results.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ Raymond A. Nielsen
-----------------------
Raymond A. Nielsen
President and
Chief Executive Officer
Dated: January 28, 2000
----------------
EXHIBIT 99.1
RELIANCE BANCORP, INC.
585 STEWART AVENUE (516) 222-9300
GARDEN CITY, NY 11530 FAX: (516) 222-4559
NEWS RELEASE
FOR IMMEDIATE RELEASE: January 20, 2000
For Information Contact:
Paul D. Hagan
Senior Vice President and CFO
(516) 222-9308 extension 215
RELIANCE BANCORP, INC. REPORTS SECOND QUARTER
FISCAL YEAR 2000 RESULTS
Garden City, New York, January 20, 2000
Reliance Bancorp, Inc. (NASDAQ/NMS:RELY), the holding company for Reliance
Federal Savings Bank, today reported net income of $5.4 million for the quarter
ended December 31,1999 as compared to $5.2 million in the prior year quarter
ended December 31, 1998. On a diluted earnings per share basis, earnings were
$0.62 for the quarter ended December 31, 1999 as compared to $0.60 for the prior
year quarter ended December 31, 1998. For the six months ended December 31,
1999, diluted earnings per share rose $0.15, or 13.6%, to $1.25 from $1.10 in
the prior year six month period ended December 31, 1998.
Cash earnings for the quarter ended December 31, 1999 were $7.2 million as
compared to $6.9 million recorded in the prior year quarter. On a diluted cash
earnings per share basis, earnings rose 6.3% to $0.84 per diluted cash earnings
per share from $0.79 recorded in the prior year quarter. For the six months
ended December 31, 1999, diluted cash earnings per share rose $0.18, or 12.1%,
to $1.67 from $1.49 in the prior year six month period ended December 31, 1998.
The Company's cash earnings are determined by adding back to reported earnings
the non-cash expenses related to the allocation of ESOP ("Employee Stock
Ownership Plan") stock and the earned portion of RRP ("Recognition and Retention
Plan") stock, net of associated tax benefits, and amortization of excess of cost
over fair value of net assets acquired ("goodwill").
As of December 31, 1999, total assets were $2.5 billion, deposits were $1.5
billion and total stockholders' equity was $176.4 million. At December 31, 1999,
the Company had 8,882,411 common shares outstanding with a tangible book value
per common share of $13.99.
On December 15, 1999, the Board of Directors declared a regular cash dividend of
$0.21 per common share for the quarter ending December 31, 1999. The dividend
was paid on January 14, 2000 to stockholders of record on January 3, 2000.
On August 30, 1999, Reliance Bancorp, Inc. announced that it had signed a
definitive Agreement and Plan of Merger with North Fork Bancorporation, Inc.,
(NYSE:NFB). NFB is the bank holding company parent of North Fork Bank and Trust
Company, a New York State chartered stock commercial bank. The merger has been
approved by all necessary regulatory authorities. A special meeting of
Reliance's stockholders
Page 1 of 6
<PAGE>
has been scheduled for February 10, 2000 for a vote on the approval of the
merger. The record date for stockholders eligible to vote at the special meeting
is January 7, 2000.
Quarterly Results
Net income was $5.4 million for the quarter ended December 31, 1999, which
represents an annualized return on average assets and average tangible equity of
0.87% and 15.83%, respectively. Net interest income was $17.3 million for the
quarter ended December 31, 1999 as compared to $17.6 million for the quarter
ended December 31, 1998. The lower net interest income is due to a decrease in
the net interest spread from 2.75% to 2.66% and the net interest margin from
3.02% to 2.95%, respectively, for the quarters ended December 31, 1999 and 1998.
For the quarter ended December 31, 1999, the yield on interest-earning assets
was 7.07% and the cost of interest-bearing liabilities was 4.41% as compared to
7.26% and 4.51%, respectively, for the quarter ended December 31, 1998.
Non-interest income increased $511,000, or 26.4%, to $2.4 million in the quarter
ended December 31, 1999 from $1.9 million in the prior year quarter. The
increase is mainly the result of additional money center fees, loan servicing
fees, loan prepayment penalties and bank owned life insurance income.
Six Months Ended Results
Net income for the six months ended December 31, 1999 was $10.7 million which
represents an annualized return on average assets and average tangible equity of
0.87% and 16.24%, respectively. Net interest income was $34.8 million for the
six months ended December 31, 1999, the same amount as in the prior year period.
The yield on interest-earning assets was 7.05% for the six months ended December
31, 1999 and the cost of interest-bearing liabilities was 4.37% as compared to
7.27% and 4.58%, respectively for the six months ended December 31, 1998.
Non-interest income increased $1.1 million, or 28.3%, from $3.8 million for the
six months ended December 31, 1998 to $4.9 million for the six months ended
December 31, 1999. The increase is mainly the result of additional fee income
from annuity sales, ATM transactions, money center fees, loan servicing fees,
loan prepayment penalties and bank owned life insurance income.
Non-performing assets
Non-performing loans totaled $7.2 million, or 0.72% of total loans, at December
31, 1999 as compared to $6.6 million, or 0.67% of total loans, at June 30, 1999.
Non-performing loans at December 31, 1999 were comprised of $3.2 million of
loans secured by one- to four-family residences, $2.9 million of commercial real
estate loans, $811,000 of commercial loans and $329,000 of guaranteed student
and other loans.
For the quarter ended December 31, 1999, the Company had no provision for loan
losses. The Company's allowance for loan losses totalled $9.0 million at
December 31, 1999 which represents a ratio of allowance for loan losses to
non-performing loans and to total loans of 125.39% and 0.91%, respectively, at
December 31, 1999 compared to 139.08% and 0.93% at June 30, 1999, respectively.
Net charge-offs were $24,000 and $75,000, respectively, for the quarter and six
months ended December 31, 1999.
Page 2 of 6
<PAGE>
Reliance Bancorp, Inc. and Reliance Federal Savings Bank are headquartered in
Garden City, New York. Reliance Federal is a community bank specializing in
providing deposit and credit services for its consumer and commercial customers.
Reliance Federal Savings Bank serves its customers from 29 banking offices
located in the New York counties of Queens, Nassau and Suffolk. Additional
information on the Company and Bank can be found on our Internet web site at
www.reliance-federal.com.
This release may contain certain forward-looking statements 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.
Page 3 of 6
<PAGE>
<TABLE>
<CAPTION>
RELIANCE BANCORP, INC. and SUBSIDIARY
Consolidated Statements of Condition
(Unaudited)
(Dollars in thousands, except share and per share data)
December 31, June 30,
1999 1999
---- ----
Assets
<S> <C> <C>
Cash and due from banks........................................................... $ 40,904 $ 33,255
Money market investments.......................................................... 31,499 --
Debt and equity securities available-for-sale..................................... 125,707 122,168
Debt and equity securities held-to-maturity (with estimated
market values of $49,578 and $28,840, respectively)............................ 49,980 28,835
Mortgage-backed securities available-for-sale..................................... 839,335 935,038
Mortgage-backed securities held-to-maturity (with estimated
market values of $250,138 and $252,233, respectively).......................... 257,685 255,917
Loans receivable:
Mortgage loans............................................................... 814,948 810,894
Commercial loans............................................................. 50,727 44,949
Consumer and other loans..................................................... 133,334 127,350
Less allowance for loan losses............................................. (9,045) (9,120)
------- --------
Loans receivable, net................................................ 989,964 974,073
Accrued interest receivable, net.................................................. 13,032 13,095
Office properties and equipment, net.............................................. 17,417 16,368
Prepaid expenses and other assets................................................. 59,113 16,960
Mortgage servicing rights......................................................... 1,290 1,514
Excess of cost over fair value of net assets acquired............................. 52,092 54,373
Real estate owned, net............................................................ 95 177
---------- -------
Total assets......................................................... $2,478,113 $ 2,451,773
========= =========
Liabilities and Stockholders' Equity
Deposits.......................................................................... $1,540,470 $ 1,549,419
Borrowed Funds.................................................................... 735,978 702,434
Advance payments by borrowers for taxes and insurance............................. 6,963 6,399
Accrued expenses and other liabilities............................................ 18,326 21,854
-------- --------
Total liabilities.................................................... 2,301,737 2,280,106
---------- ---------
Commitments Stockholders' Equity
Preferred Stock, $.01 par value, 4,000,000 shares
authorized; none issued......................................................... -- --
Common stock, $.01 par value, 20,000,000 shares
authorized; 10,750,820 shares issued; 8,882,411 and 8,586,210
outstanding, respectively..................................................... 108 108
Additional paid-in capital........................................................ 119,494 121,037
Retained earnings, substantially restricted....................................... 123,195 115,976
Accumulated other comprehensive income:
Net unrealized depreciation on securities
available-for-sale, net of taxes.............................................. (18,741) (10,546)
Less:
Unallocated common stock held by ESOP............................................. (3,312) (3,726)
Unearned common stock held by RRP................................................. -- (66)
Common stock held by SERP (at cost)............................................... (550) (550)
Treasury stock, at cost (1,868,409 and 2,164,610 shares, respectively)............ (43,818) (50,566)
-------- --------
Total stockholders' equity................................................... 176,376 171,667
------- -------
Total liabilities and stockholders' equity............................ $ 2,478,113 $ 2,451,773
========== =========
Page 4 of 6
<PAGE>
RELIANCE BANCORP, INC. and SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share data)
Three Months Ended Six Months Ended
December 31, December 31,
------------------ -----------------
1999 1998 1999 1998
---- ---- ---- ----
Interest income:
<S> <C> <C> <C> <C>
First mortgage loans......................................... $ 15,696 $ 15,880 $ 31,510 $ 31,598
Commercial loans............................................. 1,239 1,298 2,362 2,690
Consumer and other loans..................................... 2,744 2,746 5,388 5,671
Mortgage-backed securities................................... 18,376 19,840 37,179 39,564
Money market investments..................................... 236 58 271 221
Debt and equity securities................................... 3,150 2,552 6,053 5,498
----- ------ ----- ------
Total interest income..................................... 41,441 42,374 82,763 85,242
------- ------ ------ ------
Interest expense:
Deposits..................................................... 13,838 15,987 27,718 32,622
Borrowed funds............................................... 10,295 8,787 20,288 17,817
------ ------ ------ ------
Total interest expense.................................... 24,133 24,774 48,006 50,439
------- ------ ------ ------
Net interest income before provision for loan losses...... 17,308 17,600 34,757 34,803
Provision for loan losses.................................... -- 350 -- 500
------------------ ---------- ------
Net interest income after provision for loan losses....... 17,308 17,250 34,757 34,303
------ ------ ------ ------
Non-interest income:
Loan fees and service charges................................ 348 265 791 425
Other operating income....................................... 1,341 1,061 2,613 2,074
Income from Money Centers.................................... 759 670 1,482 1,302
Net (loss) gain on securities................................ -- (59) -- 7
--------- ------- --------- -------
Total non-interest income................................. 2,448 1,937 4,886 3,808
----- ----- ----- -----
Non-interest expense:
Compensation and benefits.................................... 5,330 5,011 10,597 10,297
Occupancy and equipment...................................... 1,703 1,643 3,400 3,418
Federal deposit insurance premiums........................... 230 225 460 453
Advertising.................................................. 101 225 318 493
Other operating expenses..................................... 1,869 1,686 3,737 3,256
----- ----- ----- ------
Total general and administrative expenses................. 9,233 8,790 18,512 17,917
Real estate operations, net.................................. 13 (14) 68 73
Amortization of excess of cost over fair value
of net assets acquired................................ 1,141 1,141 2,282 2,281
------ ----- ----- ------
Total non-interest expense................................... 10,387 9,917 20,862 20,271
------- ----- ------ ------
Income before income taxes...................................... 9,369 9,270 18,781 17,840
Income tax expense ............................................. 4,016 4,051 8,046 7,850
------ ----- ----- ------
Net income...................................................... $5,353 $ 5,219 $10,735 $ 9,990
===== ===== ====== ======
Net income per common share:
Basic.......................................... $0.65 $ 0.63 $1.30 $ 1.16
==== ==== ==== ====
Diluted........................................ $0.62 $ 0.60 $1.25 $ 1.10
==== ==== ==== ====
Page 5 of 6
<PAGE>
RELIANCE BANCORP, INC. and SUBSIDIARY
Selected Financial Ratios
(Unaudited)
At or for the At or for the
Three Months Ended Six Months Ended
December 31, December 31,
------------------ -----------------
1999 1998 1999 1998
---- ---- ---- ----
Performance ratios:
Return on average assets............................................. 0.87% 0.84% 0.87% 0.80%
Cash return on average assets........................................ 1.17% 1.12% 1.16% 1.09%
Return on average equity (2)......................................... 11.38% 11.99% 11.57% 11.02%
Cash return on average equity (2).................................... 15.33% 15.95% 15.43% 14.99%
Return on average tangible equity (2)................................ 15.83% 17.89% 16.24% 16.21%
Average equity to average assets.................................... 6.98% 7.14% 6.89% 7.44%
Equity to total assets............................................... 7.12% 7.17% 7.12% 7.17%
Tangible equity to tangible assets................................... 5.13% 4.99% 5.13% 4.99%
Core deposits to total deposits...................................... 39.92% 37.31% 39.92% 37.31%
Net interest spread.................................................. 2.66% 2.75% 2.68% 2.69%
Net interest margin.................................................. 2.95% 3.02% 2.96% 2.97%
General and administrative expenses to average assets................ 1.50% 1.42% 1.50% 1.44%
Cash general and administrative
expenses to average assets........................................ 1.36% 1.30% 1.38% 1.31%
Operating income to average assets (1)............................... 0.40% 0.32% 0.40% 0.31%
Average interest-earning assets to average
interest-bearing liabilities...................................... 1.07X 1.06X 1.07X 1.07X
Cash net income per diluted common share............................. $0.84 $0.79 $1.67 $1.49
At At
December 31, June 30,
1999 1999
---- ----
Assets quality ratios:
Non-performing loans to total loans................................ 0.72% 0.67%
Non-performing loans to total assets............................... 0.29% 0.27%
Non-performing assets to total assets.............................. 0.29% 0.27%
Allowance for loan losses to total loans........................... 0.91% 0.93%
Allowance for loan losses to non-performing loans.................. 125.39% 139.08%
(1) Operating income represents non-interest income less (plus) net gain (loss)
on securities.
(2) For purposes of these calculations, average equity and average tangible
equity exclude the effect of changes in the net unrealized appreciation
(depreciation) on securities available for sale, net of taxes.
Page 6 of 6
</TABLE>
