LONG ISLAND BANCORP INC
8-K, 1997-01-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                                January 28, 1997


                            Long Island Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                         0-23526                11-3198508
(State or Other Jurisdiction            (Commission File     (I.R.S. Employer
 of Incorporation)                       Number)             Identification No.)


201 Old Country Road
Melville, New York                                              11747-2724
(Address of Principal                                           (Zip Code)
 Executive Offices)


Registrant's telephone number, including area code (516) 547-2000


                                 Not Applicable

          (Former Name of Former Address, if Changed Since Last Report)





<PAGE>




Item 1.           Changes in Control Registrant
                           Not Applicable

Item 2.           Acquisition or Disposition of Assets
                           Not Applicable

Item 3.           Bankruptcy or Receivership
                           Not Applicable

Item 4.           Changes in Registrant's Certifying Accountant
                           Not Applicable

Item 5.           Other Events
                           Press Release of Long Island Bancorp, Inc.
                              dated January 28, 1997

Item 6.           Resignations of Registrant's Directors
                           Not Applicable

Item 7.           Financial Statements and Exhibits
                           (a)  Not Applicable



<PAGE>




                                    SIGNATURE

         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.



                                                 LONG ISLAND BANCORP, INC.


                                          By:  /S/       Mark Fuster
                                             --------------------------
                                        Name:            Mark Fuster
                                       Title:           Chief Financial Officer
                                                       (principal financial and
                                                        accounting officer)


Date:    January 28, 1997




<PAGE>



LONG ISLAND BANCORP, INC.          NEWS RELEASE
201 Old Country Road
Melville, New York  11747
                                    Contact:

                                              Mary M. Feder
                                              Vice President, Investor Relations
                                              516-547-2607

            LONG ISLAND BANCORP, INC. REPORTS FIRST QUARTER EARNINGS
         Melville,  New York,  January  28,  1997 - Long  Island  Bancorp,  Inc.
(NASDAQ:  LISB), the holding company for The Long Island Savings Bank, FSB today
reported net income of $11.9 million for the quarter ended  December 31, 1996 as
compared with $11.6 million for the quarter  ended  December 31, 1995.  Earnings
per share were $0.50 for the quarter ended December 31, 1996 compared with $0.47
for the same quarter in 1995.
         Commenting  on the  first  quarter  earnings,  John  J.  Conefry,  Jr.,
Chairman of the Board, President and Chief Executive Officer stated, "During the
quarter,  we grew net interest  income to $40.3 million,  the highest  quarterly
level  within  the past 3 years.  We  reduced  our  General  and  Administrative
expenses  from the quarter  ended  September  30, 1996  reflecting  our focus on
current and future cost containment  efforts.  We look forward to additional G&A
reductions  resulting  from changes made to the  Company's  stock based  benefit
plans which were effective January 1, 1997 and lower federal insurance  premiums
resulting  from the  enactment  of The  Deposit  Insurance  Funds  Act of 1996."
Commenting  on other events this  quarter,  Mr.  Conefry  stated "our  continued
strong financial performance has enabled us to increase our dividend rate by 50%
allowing  shareholders to participate in our earnings  growth."
 
EARNINGS SUMMARY FOR THE QUARTER ENDED DECEMBER 31, 1996
- --------------------------------------------------------
         The  Company's net interest  income  increased by $1.8 million to $40.3
million in the quarter ended  December 31, 1996 compared with December 31, 1995.
The increase in net interest income is attributable to the growth of the average
real estate loan  portfolio to $3.1 billion for the quarter  ended  December 31,
1996 from $2.0 billion for the quarter ended December 31, 1995.  This growth was
funded by a $540.7  million  reduction in the average MBS portfolio and a $532.2
million  increase in average borrowed funds. The net interest margin declined to
3.09% in the 1996 quarter from 3.32% in the 1995 quarter.  On a trailing quarter
basis, net interest income increased by $1.5 million over the September 30, 1996
quarter and the net interest margin remained constant at 3.09%.
         Total non-interest  income decreased by $0.4 million,  or 4.5%, to $8.8
million in the quarter ended  December 31, 1996 from the quarter ended  December
31,  1995.  The  decline is  principally  due to a  decrease  in the net gain on
investment  in real estate and  premises  of $2.7  million  partially  offset by
increases  in net gains on sale  activity of $1.2 million and fee income of $0.9
million.  The decline in the net gain on  investment  in real estate  reflects a
$2.0  million  profit  from the  sale of three  rental  office  properties  that
occurred in the  December 31, 1995 quarter  coupled with the  resultant  loss of
rental income of $0.8 million from the sale of these and seven other real estate
investment  properties by the Company in fiscal 1996. The $1.2 million  increase
in net gains on sale activity reflects the execution of management's strategy of
periodically  realizing profits in the  available-for-sale  loan, investment and
funding portfolios to enhance liquidity and to take advantage of higher yielding
investments  as they  become  available.  The $0.9  million  growth in total fee
income is primarily  attributable  to increases in loan fees and service charges
and loan servicing income.
         Total non-interest expense increased by $1.6 million, or 6.1%, to $27.4
million in the quarter ended  December 31, 1996 compared with December 31, 1995.
Contributing  to the increase are  additional  compensation  and benefit  costs,
office  occupancy and equipment costs and other G&A expenses.  Compensation  and
benefit costs  increased by $0.9 million due to the increase in the value of the
Company's  common  stock  and its  direct  impact  on  stock-based  compensation
expense.  Office occupancy and equipment costs increased $0.5 million  primarily
reflecting  the Company's  continued  technological  investments  to improve its
information and communication systems. Other G&A expenses increased $0.5 million
due to additional  expenditures  related to the increase in mortgage origination
volume.  The effect of these  increases on  non-interest  expense was  partially
mitigated by the reduction in federal  insurance  premiums due to a $0.5 million
credit from SAIF in accordance with legislation enacted on September 30, 1996 to
reduce the FDIC premium  disparity  between  SAIF and BIF insured  institutions.
Beginning on January 1, 1997,  deposit  insurance  premiums are  anticipated  to
decline  further as the Company's  deposit  assessment  rate was reduced to 6.48
basis points from 23 basis points.
         Income tax expense  decreased  by $0.3  million to $8.2 million for the
quarter ended  December 31, 1996 as compared with the December 31, 1995 quarter.
This decrease is  attributable to the decline in the effective tax rate to 40.9%
in 1996 from 42.5% in 1995.  The decline in the effective  tax rate  principally
reflects changes in the New York State tax bad debt deduction legislation.

BALANCE SHEET SUMMARY
- ---------------------
         Total  assets at December  31, 1996 were $5.8  billion,  an increase of
$395.5  million from the amount  reported at September  30, 1996.  The growth in
assets is attributable to increases of $330.7 million in total loans  receivable
held for investment and $90.5 million in cash and cash equivalents.  Loan volume
for the  quarter  ended  December  31, 1996 was $767.6  million of which  $187.1
million represents bulk purchases of loans.
         The  increase in total  liabilities  primarily  reflects an increase in
borrowed  funds of $422.9  million to $1.4  billion  and a marginal  increase in
deposit liabilities of $28.1 million to $3.7 billion at December 31, 1996.
         Stockholders' equity increased by $6.6 million to $525.7 million during
the quarter ended December 31, 1996. The increase  consists of earnings of $11.9
million,  an  improvement  of $2.2 million,  net of tax, in  unrealized  gain on
securities  classified  as  available-for-sale  and $2.4 million  related to the
Company's  stock benefit plans.  These  increases  were partially  offset by the
declaration  of $3.4 million in dividends and the net purchase of treasury stock
of $6.5 million. At December 31, 1996 book value per share amounted to $21.49.
         Certain reclassifications have been made to prior year amounts to
conform to the current year presentation.
         Long Island Bancorp, Inc. is the holding company for The Long Island 
Savings Bank, FSB. The Long Island Savings Bank, FSB is a federally chartered 
FDIC-insured institution which serves its customers through 36 full service 
branch offices throughout Queens, Nassau and Suffolk counties.  The Bank also 
operates mortgage loan offices across Long Island and in Connecticut, Delaware,
Georgia, Maryland, New Jersey, North Carolina, Pennsylvania and Virginia, and
maintains an Internet home page at the address: http: //www.lisb.com.
                           (Financial tables attached)
         This document  contains  forward  looking  statements  based on current
management  expectations.  The Company's actual results could differ  materially
from those management  expectations.  Factors that could cause future results to
vary from  current  management  expectations  include,  but are not  limited to,
general economic conditions,  changes in interest rates, deposit flows, the cost
of funds,  cost of  federal  deposit  insurance  premiums,  cost of  stock-based
benefit  plans,  demand  for  loan  products,  demand  for  financial  services,
competition,  changes in the  quality  or  composition  of the  Bank's  loan and
investment portfolios, changes in accounting principles, policies or guidelines,
and other  economic,  competitive,  governmental,  regulatory and  technological
factors  affecting  the  Company's  operations,  products,  services and prices.
Additional  factors are described in the Company's public reports filed with the
SEC.



<PAGE>
<TABLE>
<CAPTION>


                            LONG ISLAND BANCORP, INC.
                                 AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                             DECEMBER 31,         SEPTEMBER
                                                                                                     30,
                                                                                 1996               1996
                                                                            ---------------    ---------------
<S>                                                                         <C>                <C>    

                              A S S E T S
Cash and cash equivalents (including interest-earning assets of
$110,429 and
    $37,357, respectively)                                                  $      166,822     $       76,348
    
Investment in debt and equity securities, net:
      Available-for-sale                                                           164,307            180,650
      
Mortgage-backed securities, net:
      Held-to-maturity (estimated fair value of
        $19,521 and $21,120, respectively)                                          22,934             23,096
        
      Available-for-sale                                                         1,718,607          1,717,106
      
Stock in Federal Home Loan Bank of New York, at cost                                40,754             40,754

Loans held for sale, net                                                            51,104             57,969

Loans receivable held for investment, net:
      Real estate loans, net                                                     3,247,624          2,921,285
      
      Commercial loans, net                                                          7,788              7,810
      
      Other loans, net                                                             149,741            145,654
      
                                                                            ---------------    ---------------
      Loans, net                                                                 3,405,153          3,074,749
      
      Less allowance for possible loan losses                                     (33,488)           (33,912)
      
                                                                            ---------------    ---------------
      Total loans receivable held for investment, net                            3,371,665          3,040,837
      
Mortgage servicing rights, net                                                      35,597             29,687

Office properties and equipment, net                                                89,722             89,279

Accrued interest receivable, net                                                    33,047             32,962

Investment in real estate, net                                                      11,865             10,680

Deferred taxes                                                                      24,983             31,207

Excess of cost over fair value of assets acquired                                    5,156              5,265

Prepaid expenses and other assets                                                   22,777             27,951

                                                                            ---------------    ---------------
Total assets                                                                $    5,759,340     $    5,363,791

                                                                            ===============    ===============


        L I A B I L I T I E S  A N D  S T O C K H O L D E R S '  E Q U I T Y
Liabilities:
      Deposits                                                              $    3,661,125     $    3,633,010
      
      Official checks outstanding                                                   55,957             49,860
      
      Borrowed funds                                                             1,400,950            978,023
      
      Mortgagors' escrow liabilities                                                44,416             64,232
      
      Accrued expenses and other liabilities                                        71,205            119,572
      
                                                                            ---------------    ---------------
Total liabilities                                                                5,233,653          4,844,697

Stockholders' equity:
      Preferred stock ($0.01 par value, 5,000,000 shares authorized;
        none issued)                                                                ---                ---
                                                                                    
      Common stock ($0.01 par value, 45,000,000 shares authorized;
        26,816,464 shares issued, 24,458,346 and 24,644,157
        outstanding, respectively)                                                     268                268
                                                                                      
      Additional paid-in capital                                                   305,419            304,027
      
      Unallocated Employee Stock Ownership Plan                                   (18,658)           (19,230)
      
      Unearned Management Recognition & Retention Plan                             (5,088)            (5,551)
      
      Unrealized gain on securities available-for-sale, net of tax                   8,870              6,633
      
      Retained income-partially restricted                                         293,339            285,311
      
      Treasury stock, at cost (2,358,118 and 2,172,307 shares,                    (58,463)           (52,364)
      respectively) 
                                                                            ---------------    ---------------
Total stockholders' equity                                                         525,687            519,094

                                                                            ---------------    ---------------
Total liabilities and stockholders' equity                                  $    5,759,340     $    5,363,791

                                                                            ===============    ===============

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            LONG ISLAND BANCORP, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                  FOR THE THREE MONTHS ENDED
                                                                         DECEMBER 31,
                                                                -------------------------------
                                                                    1996            1995
                                                                -------------  ----------------

Interest income:
<S>                                                             <C>            <C>   
   Real estate loans                                            $     59,159   $     39,672
   Commercial loans                                                      178            209
   Other loans                                                         3,904          3,648
   Mortgage-backed securities                                         28,999         38,695
   Debt and equity securities                                          3,730          4,503
                                                                -------------  -------------
        Total interest income                                         95,970         86,727
                                                                -------------  -------------
Interest expense:
   Deposits                                                           39,438         39,421
   Borrowed funds                                                     16,276          8,895
                                                                -------------  -------------
        Total interest expense                                        55,714         48,316
                                                                -------------  -------------
        Net interest income                                           40,256         38,411
Provision for possible loan losses                                     1,500          1,600
                                                                -------------  -------------
        Net interest income after provision for possible              38,756         36,811
        loan losses
Non-interest income:
   Fees and other income:
      Loan fees and service charges                                    1,005            700
      Loan servicing fees                                              3,382          3,057
      Income from insurance and securities commissions                   508            327
      Deposit service fees                                             1,528          1,460
                                                                -------------  -------------
        Total fee income                                               6,423          5,544
      Other income                                                       862            661
                                                                -------------  -------------
        Total fees and other income                                    7,285          6,205
   Net gains on sale activity:
      Net gains on loans and mortgage-backed securities                1,975            625
      Net gains on investment in debt and equity                          98            259
      securities
                                                                -------------  -------------
        Total net gains on sale activity                               2,073            884
   Net (loss) gain on investment in real estate and premises           (515)          2,168
                                                                -------------  -------------
        Total non-interest income                                      8,843          9,257

Non-interest expense:
   General and administrative expense:
      Compensation, payroll taxes and fringe benefits                 14,128         13,277
      Advertising                                                      1,255          1,215
      Office occupancy and equipment                                   5,396          4,934
      Federal insurance premiums                                       1,905          2,217
      Other general and administrative expense                         4,624          4,144
                                                                -------------  -------------
        Total general and administrative expense                      27,308         25,787
   Amortization of excess of cost over fair value of assets              
   acquired                                                              109             63
                                                                -------------  -------------
        Total non-interest expense                                    27,417         25,850
                                                                -------------  -------------
Income before income taxes                                            20,182         20,218
Provision for income taxes                                             8,248          8,597
                                                                -------------  -------------
Net income                                                      $     11,934   $     11,621
                                                                =============  =============


Primary earnings per common share                               $       0.50   $       0.47
                                                                =============  =============

Fully diluted earnings per common share                         $       0.50   $       0.47
                                                                =============  =============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                            LONG ISLAND BANCORP, INC.
                                 AND SUBSIDIARY
                              AVERAGE BALANCE SHEET
                                                         FOR THE THREE MONTHS ENDED DECEMBER 31,
                                  --------------------------------------------------------------------------------------

                                                    1996                                         1995
                                  ------------------------------------------   -----------------------------------------
                                                                 AVERAGE                                      AVERAGE
                                     AVERAGE                     YIELD\           AVERAGE                      YIELD\
                                     BALANCE        INTEREST      COST            BALANCE        INTEREST       COST
                                  --------------  -------------  -----------   --------------  ------------  -----------
                                                                 (DOLLARS IN THOUSANDS)
INTEREST-EARNING ASSETS: 
<S>                               <C>             <C>              <C>         <C>             <C>             <C>

Interest-earning cash
    equivalents                   $      58,388   $        766      5.20 %     $      37,161   $       519      5.56 %
Debt and equity securities
    and FHLB-NY stock, net (1)          213,001          2,964      5.57             282,627         3,984      5.64
Mortgage-backed securities, net       1,693,945         28,999      6.85           2,234,617        38,695      6.93
(1)
Real estate loans, net (2)            3,105,539         59,159      7.62           1,962,272        39,672      8.09
Commercial and other loans, net         140,214          4,082     11.65             114,391         3,857     13.49
(2)
                                  --------------  -------------  --------      --------------  ------------  --------
Total interest-earning assets         5,211,087         95,970      7.37           4,631,068        86,727      7.49
Other non-interest-earning              300,439                                      255,077
assets
                                  --------------  -------------                --------------  ------------
Total assets                      $   5,511,526   $     95,970                 $   4,886,145   $    86,727
                                  ==============  =============                ==============  ============

INTEREST BEARING LIABILITIES:
Deposits, net                     $   3,708,611   $     39,438      4.22 %     $   3,640,018   $    39,421      4.31 %
Borrowed funds                        1,133,506         16,276      5.70             601,284         8,895      5.89
                                  --------------  -------------  --------      --------------  ------------  --------
Total interest-bearing                4,842,117         55,714      4.57           4,241,302        48,316      4.53
liabilities
Non-interest-bearing                    144,903                                      119,822
liabilities
                                  --------------                               --------------
Total liabilities                     4,987,020                                    4,361,124
Total stockholders' equity              524,506                                      525,021
                                  --------------  -------------  --------      --------------  ------------  --------
Total liabilities and
stockholders' equity              $   5,511,526   $     55,714                 $   4,886,145   $    48,316
                                  ==============  -------------                ==============  ------------

Net interest income/spread (3)                    $     40,256      2.80 %                     $    38,411      2.96 %
                                                  =============  ========                      ============  ========
Net interest margin as %
    of interest-earning assets                                      3.09 %                                      3.32 %
    (4)
                                                                 ========                                    ========
Ratio of interest-earning
assets to interest-bearing                                        107.62 %                                    109.19 %
    liabilities
                                                                 ========                                    ========
</TABLE>

(1) Debt and equity  and  mortgage-backed  securities  are shown  including  the
    average market value appreciation of $15.8 million and $13.5 million for the
    three months ended December 31, 1996 and 1995, respectively.
(2) Net of unearned discounts, premiums, deferred loan fees, purchase accounting
    discounts and premiums and allowance for possible loan losses, and including
    non-performing loans and loans held for sale.
(3) Interest rate spread represents the difference between the average rate on
    interest-earning assets and the average cost of interest-bearing
    liabilities.
(4) Net interest margin represents net interest income divided by average
    interest-earning assets.


<PAGE>
<TABLE>
<CAPTION>






                            LONG ISLAND BANCORP, INC.
                                 AND SUBSIDIARY
                              FINANCIAL HIGHLIGHTS



                                                     AT OR FOR THE THREE MONTHS
                                                         ENDED DECEMBER 31,
                                                  ----------------------------------

                                                      1996                1995
                                                  --------------     ---------------

SELECTED FINANCIAL RATIOS: (A)
<S>                                                    <C>                <C>   
Return on average assets                                 0.87%              0.95%
Return on average stockholders' equity                   9.10               8.85
Average stockholders' equity to average assets           9.52              10.75
Stockholders' equity to total assets                     9.13              10.81
Interest rate spread during period                       2.80               2.96
Net interest margin                                      3.09               3.32
Operating expenses to average assets                     1.98               2.11
Efficiency ratio                                        57.44              57.80
Average interest-earning assets to average
  interest-bearing liabilities                         107.62             109.19
Net interest income to operating expenses                1.47x               1.49x

SELECTED DATA:
Primary earnings per share                              $0.50              $0.47
Weighted average number of shares outstanding
  for primary earnings per share computation       23,775,402         24,655,050
Fully diluted earnings per share                        $0.50              $0.47
Weighted average number of shares outstanding
  for fully diluted earnings per share             
  computation                                      23,849,372         24,716,796
Book value per share                                   $21.49             $20.87
Number of shares outstanding for book value per
  share computation                                24,458,346         25,552,573
Cash dividends declared per share                       $0.15              $0.10
Dividend payout ratio                                   30.00%              21.28%

                                                                        AT DECEMBER 31,
                                                                  ----------------------------

                                                                     1996             1995
                                                                  ------------     -----------

ASSET QUALITY RATIOS:
Non-performing loans to total gross loans                              1.53%           2.51%
Non-performing assets to total assets                                  1.08            1.29
Allowance for possible loan losses to non-performing loans            63.64           62.15


REGULATORY CAPITAL AT DECEMBER 31, 1996 FOR THE LONG ISLAND SAVINGS BANK, FSB:

                                                       REGULATORY               REGULATORY                     EXCESS
                                                        CAPITAL                  CAPITAL                       CAPITAL
                                                       REQUIREMENT                LEVEL                         LEVEL

                                                     AMOUNT     PERCENT        AMOUNT      PERCENT        AMOUNT     PERCENT

                                                                             (DOLLARS IN THOUSANDS)

Tangible capital                                  $  85,520       1.50%       $410,387      7.20%        $324,867     5.70%
Core capital                                        171,039       3.00         410,387      7.20          239,348     4.20
Risk-based capital                                  234,563       8.00         443,875     15.14          209,312     7.14
</TABLE>

(a)  Ratios for the three months ended December 31, 1996 and 1995 were
     calculated on an annualized basis.







<PAGE>
<TABLE>
<CAPTION>






                            LONG ISLAND BANCORP, INC.
                                 AND SUBSIDIARY
                            SUPPLEMENTAL INFORMATION
                     SELECTED FINANCIAL DATA - CASH EARNINGS



                                                                           THREE MONTHS ENDED DECEMBER 31,
                                                                 -----------------------------------------------------
                                                                           1996                        1995
                                                                 -------------------------    ------------------------
                                                                            (In thousands, except per share data)
<S>                                                              <C>                          <C>               
Net income                                                       $          11,934            $           11,621

Add back selected non-cash items:
     Amortization of excess of cost over fair value
         of assets acquired                                                    109                            63

     Management Recognition & Retention Plan expense                           786                           352

     Employee Stock Ownership Plan expense                                   1,354                         1,009
                                                                 -------------------------    ------------------------

Cash earnings                                                    $          14,183            $           13,045
                                                                 =========================    ========================

Cash EPS                                                         $            0.60            $             0.53
                                                                 =========================    ========================



                                                                              AT OR FOR THE THREE MONTHS
                                                                                  ENDED DECEMBER 31,
                                                                 -----------------------------------------------------
                                                                           1996                        1995
                                                                 -------------------------    ------------------------
SELECTED FINANCIAL RATIOS BASED UPON CASH EARNINGS (A):

Cash return on average assets                                              1.03%                        1.07%
Cash return on average stockholders' equity                               10.82                         9.94
Cash return on average tangible stockholders' equity                      10.92                         9.99
Cash operating expenses to average assets                                  1.82                         1.99
Cash efficiency ratio                                                     52.71                        54.61
Net interest income to cash operating expenses                             1.61x                        1.58x
      

</TABLE>



(a)  Ratios for the three months ended December 31, 1996 and 1995 were
     calculated on an annualized basis.



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