Forward-looking statements may be identified by their reference to future periods and include, without limitation, those statements relating to the anticipated effects of the pending merger with Haven Bancorp, Inc. The following factors, among others, could cause the actual results of the merger to differ materially from the expectations stated in this news release: the ability of the companies to obtain the required shareholder or regulatory approvals of the merger; the ability of the companies to consummate the merger; the ability to successfully integrate the companies following the merger; a materially adverse change in the financial condition of either company; the ability to fully realize the expected cost savings and revenues; and the ability to realize the expected cost savings and revenues on a timely basis.
In addition, factors that could cause actual results to differ materially from current expectations include a change in 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 and regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, and services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this publication. Except as required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
The Company and Haven Bancorp, Inc. have filed a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the “SEC”). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC’s web site,www.sec.gov. In addition, documents filed with the SEC by the Company will be available free of charge from Ilene A. Angarola, Vice President, Investor Relations, at Queens County Bancorp, Inc., 38-25 Main Street, Flushing, NY 11354. Documents filed with the SEC by Haven Bancorp, Inc. will be available free of charge from Catherine Califano, Senior Vice President and Chief Financial Officer, at Haven Bancorp, Inc., 615 Merrick Avenue, Westbury, NY 11590.
QUEENS COUNTY BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION
(in thousands)
SEPTEMBER 30, DECEMBER 31,
2000 1999
(unaudited)
-------------- -------------
ASSETS
Cash and due from banks $ 28,473 $ 31,224
Money market investments 6,000 6,000
Securities held to maturity (estimated market value of
$198,797 and $180,181, respectively) 202,428 184,637
Mortgage-backed securities held to maturity (estimated market
value of $2,016 and $2,135, respectively) 1,978 2,094
Securities available for sale 15,095 12,806
Mortgage loans:
1-4 family 136,718 152,644
Multi-family 1,573,206 1,348,352
Commercial real estate 110,696 96,008
Construction 6,178 4,793
----------- -----------
Total mortgage loans 1,826,798
Other loans 9,826 8,741
Less: Unearned loan fees (1,485) (2,428)
Allowance for loan losses (7,031) (7,031)
----------- -----------
Loans, net 1,828,108 1,601,079
Premises and equipment, net 9,412 10,060
Deferred tax asset, net 6,119 5,496
Other assets 63,201 53,439
----------- -----------
TOTAL ASSETS $ 2,160,814 $ 1,906,835
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
NOW and money market accounts $ 107,970 $ 103,422
Savings accounts 277,474 274,501
Certificates of deposit 682,185 658,238
Non-interest-bearing accounts 44,969 39,857
----------- -----------
Total deposits 1,112,598 1,076,018
----------- -----------
Official checks outstanding 18,322 31,189
Borrowings 877,961 636,378
Mortgagors' escrow 16,075 10,288
Other liabilities 13,179 15,821
----------- -----------
Total liabilities 2,038,135 1,769,694
----------- -----------
Stockholders' equity:
Preferred stock at par $0.01 (5,000,000 shares authorized;
none issued) -- --
Common stock at par $0.01 (60,000,000 shares authorized;
30,970,693 shares issued; 20,120,453 and 21,010,127 shares
outstanding at September 30, 2000 and December 31, 1999,
respectively) 310 310
Paid-in capital in excess of par 151,863 147,607
Retained earnings (substantially restricted) 151,742 150,545
Less: Treasury stock (10,850,240 and 9,960,566 shares, (165,882) (145,122)
respectively)
Unallocated common stock held by ESOP (12,108) (12,388)
Common stock held by SERP (3,770) (3,770)
Unearned common stock held by RRPs (41) (41)
Accumulated other comprehensive gain, net of tax effect 565 --
----------- -----------
Total stockholders' equity 122,679 137,141
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,160,814 $ 1,906,835
=========== ===========
QUEENS COUNTY BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
FOR THE FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- ---------
INTEREST INCOME:
Mortgage and other loans $ 36,663 $ 33,936 $ 104,392 $ 96,424
Securities 3,757 2,631 10,106 7,230
Mortgage-backed securities 58 199 180 830
Money market investments 145 54 274 387
--------- --------- --------- ---------
Total interest income 40,623 36,820 114,952 104,871
--------- --------- --------- ---------
INTEREST EXPENSE:
NOW and money market accounts 893 763 2,533 1,663
Savings accounts 1,442 1,600 4,636 4,729
Certificates of deposit 9,320 8,610 25,372 26,490
Borrowings 12,684 8,284 33,352 20,358
Mortgagors' escrow 6 6 19 21
--------- --------- --------- ---------
Total interest expense 24,345 19,263 65,912 53,261
--------- --------- --------- ---------
Net interest income 16,278 17,557 49,040 51,610
Reversal of provision for loan losses -- -- -- (2,000)
--------- --------- --------- ---------
Net interest income after reversal of
provision for loan losses 16,278 17,557 49,040 53,610
--------- --------- --------- ---------
OTHER OPERATING INCOME:
Fee income 545 469 1,536 1,402
Other 719 112 2,088 322
--------- --------- --------- ---------
Total other operating income 1,264 581 3,624 1,724
--------- --------- --------- ---------
OPERATING EXPENSE:
Compensation and benefits (1) 3,500 1,734 10,419 9,324
Occupancy and equipment 768 453 2,192 1,624
General and administrative 1,238 1,227 3,702 3,681
Other 178 130 530 341
--------- --------- --------- ---------
Total operating expense 5,684 3,544 16,843 14,970
--------- --------- --------- ---------
Income before income taxes 11,858 14,594 35,821 40,364
Income tax expense (2) 4,073 5,819 12,672 15,904
--------- --------- --------- ---------
NET INCOME $ 7,785 $ 8,775(3) $ 23,149 $ 24,460(3)
--------- --------- --------- ---------
EARNINGS PER SHARE $0.45 $0.47 $1.30 $1.31
DILUTED EARNINGS PER SHARE $0.45 $0.46 $1.29 $1.28
========= ========= ========= =========
(1) Includes non-cash items of $0.541 million, $0.627 million, $1.383 million,
and $1.950 million, respectively.
(2) Includes non-cash items of $0.450 million, $2.155 million, $3.156 million,
and $5.747 million, respectively.
(3) Third quarter 1999 data includes an after-tax curtailment gain of $862,000
stemming from the freezing of the Bank's defined benefit pension plan;
nine-months 1999 data includes the curtailment gain and a net benefit of
$1.1 million stemming from the reversal of the allowance for loan losses in
the first quarter.
QUEENS COUNTY BANCORP, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
(unaudited)
AT OR FOR THE AT OR FOR THE
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2000 1999(1) 2000 1999(2)
------------ ------------ ------------ ------------
PERFORMANCE RATIOS:
Return on average assets 1.48% 1.65% 1.54% 1.66%
Return on average stockholders' equity 23.83 23.49 23.50 22.00
Stockholders' equity to total assets 5.68 6.93 5.68 6.93
Interest rate spread 2.98 3.41 3.10 3.49
Net interest margin 3.23 3.75 3.40 3.89
Operating expense to average assets 1.08 1.08 1.12 1.22
Efficiency ratio 32.40 28.50 31.98 31.12
Average interest-earning assets to
average interest-bearing liabilities 1.06x 1.09x 1.12x 1.10x
CASH EARNINGS DATA:
------------ ------------
Earnings $9,470 $11,410 $29,770 $32,380
Earnings per share 0.55 0.62 1.67 1.74
Diluted earnings per share 0.54 0.61 1.65 1.70
Return on average assets 1.81% 2.38% 1.98% 2.38%
Return on average stockholders' equity 28.99 33.87 30.22 31.60
Operating expense to average assets 0.98 1.07 1.03 1.22
Efficiency ratio 29.32 25.05 29.36 27.46
------------ ------------
PER SHARE DATA:
Earnings per share $0.45 $0.43 $1.30 $1.21
Diluted earnings per share 0.45 0.42 1.29 1.18
Book value per share 7.05 7.62 7.05 7.62
Shares used for book value computation 17,406,175 18,439,602 17,406,175 18,439,602
Shares used for EPS computation 17,271,147 18,531,332 17,795,694 18,602,566
Shares used for diluted EPS computation 17,494,067 18,981,858 17,995,086 19,054,771
Total shares issued and outstanding 20,120,453 21,237,774 20,120,453 21,237,774
AT AT
SEPTEMBER 30, DECEMBER 31,
------------- ------------
2000 1999
------------- ------------
ASSET QUALITY RATIOS:
Non-performing loans to loans, net 0.15 % 0.19 %
Non-performing assets to total assets 0.13 0.17
Allowance for loan losses to non-performing loans 248.18 226.22
Allowance for loan losses to loans, net 0.38 0.44
Allowance for loan losses to accumulated net
charge-offs since 1987 493.06 493.06
REGULATORY CAPITAL RATIOS (BANK ONLY) (3):
Leverage capital ratio 7.08 % 8.63 %
Tier 1 risk-based capital ratio 10.78 13.80
Total risk-based capital ratio 11.29 14.36
(1) Third quarter 1999 data excludes an after-tax curtailment gain of $862,000,
or $0.04 per share, pursuant to the freezing of the Bank's defined benefit
pension plan at September 30.
(2) Data for the nine months ended September 30, 1999 excludes the curtailment
gain cited in footnote 1 and a net benefit of $1.1 million, or $0.06 per
share, stemming from the reversal of $2.0 million from the allowance for
loan losses in the first quarter.
(3) 2000 data reflects the transfer of $57.8 million in capital from the Bank
to the Company in the first nine months of the year.