U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1)
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
[ ] Transition Report under Section 13 or 15(d) of the
Exchange Act
For the transition period from ______ to ______
Commission File Number: 000-25057
NORTHFIELD BANCORP, INC.
---------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its
Charter)
Maryland 52-2098394
- ------------------------------- --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8005 Harford Road, Baltimore, Maryland 21234
---------------------------------------------------------
(Address of Principal Executive Offices)
(410) 665-7900
-----------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--- ---
As of June 30, 2000, the issuer had 475,422 shares of Common Stock issued
and outstanding.
CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
June 30, 2000 (unaudited) and December 31, 1999....................2
Consolidated Statements of Operations for the
Six Months and Three Months Ended June 30, 2000
and 1999 (unaudited)...............................................3
Consolidated Statements of Comprehensive Income
for the Six Months Ended June 30, 2000
and 1999 (unaudited)...............................................4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2000 and 1999 (unaudited)...........................5
Notes to Consolidated Financial Statements (Unaudited).................7
Signatures
NORTHFIELD BANCORP, INC.
AND SUBSIDIARY
Baltimore, Maryland
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, December 31,
------------ ------------
2000 1999
------ --------
(Unaudited)
Assets
------
Cash $ 182,131 $ 620,282
Interest bearing deposits in other banks 1,206,119 1,038,521
Investments available for sale 4,782,295 4,873,550
Mortgage backed securities available for sale 2,303,633 2,551,277
Mortgage backed securities held to maturity 505,124 524,188
Loans receivable, net 44,214,224 42,856,212
Accrued interest receivable - loans 196,298 171,294
- investments 72,538 65,508
- mortgage backed securities 15,579 16,086
Premises and equipment, at cost, less accumulated depreciation 78,765 97,153
Federal Home Loan Bank of Atlanta stock at cost 500,000 445,000
Deferred income taxes 332,875 286,708
Prepaid and refundable income taxes 55,828 410
Prepaid expenses and other assets 24,288 33,886
------------ ------------
Total assets $ 54,469,697 $ 53,580,075
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities
- -----------
Deposit accounts $ 36,535,306 $ 36,602,858
Borrowings 9,400,000 8,900,000
Advance payments by borrowers for expenses 925,113 553,961
Income taxes payable - 11,237
Other liabilities 567,564 439,377
------------ ------------
Total liabilities 47,427,983 46,507,433
Commitments and contingencies
Stockholders' Equity
- --------------------
Serial Preferred stock $.01 par value; authorized
2,000,000 shares; none issued or outstanding
Common stock $.01 par value; authorized 8,000,000
shares; issued and outstanding 475,422 shares at
June 30, 2000 and at December 31 1999 4,754 4,754
Additional paid-in capital 4,354,980 4,351,177
Retained earnings (substantially restricted) 3,485,667 3,491,960
------------ ------------
7,845,401 7,847,891
Accumulated other comprehensive income (364,108) (318,280)
Stock held by Rabbi Trust (134,650) (134,650)
Employee Stock Ownership Plan (304,929) (322,319)
------------ ------------
Total stockholders' equity 7,041,714 7,072,642
------------ ------------
Total liabilities and stockholders' equity $ 54,469,697 $ 53,580,075
============ ============
The accompanying notes to consolidated financial statements are an integral part
of these statements.
2
NORTHFIELD BANCORP, INC.
------------------------
AND SUBSIDIARY
--------------
Baltimore, Maryland
-------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(UNAUDITED)
Six Months Ended Three Months Ended
June 30, June 30,
----------------------- ----------------------
2000 1999 2000 1999
---- ---- ---- ----
Income
- ------
Interest and fees on loans $1,624,917 $1,451,926 $ 823,648 $ 726,417
Interest on investments 222,760 139,607 113,500 78,420
Interest on mortgage backed securities 88,776 65,094 43,661 32,896
---------- ---------- ---------- ----------
Total interest income 1,936,453 1,656,627 980,809 837,733
Interest Expense
- ----------------
Interest on deposits 870,616 838,275 442,473 418,972
Interest on short-term borrowings 201,743 21,798 110,465 11,509
Interest on long-term borrowings 79,777 31,121 39,889 31,121
---------- ---------- ---------- ----------
Total interest expense 1,152,136 891,194 592,827 461,602
---------- ---------- ---------- ----------
Net interest income 784,317 765,433 387,982 376,131
Provision for losses on loans -- -- -- --
---------- ---------- ---------- ----------
Net interest income after provision
for losses on loans 784,317 765,433 387,982 376,131
Non-Interest Income
- -------------------
Fees on loans 2,598 5,183 1,109 2,783
Fees on deposits 7,586 7,935 3,980 3,717
All other income 3,450 3,151 1,470 1,047
---------- ---------- ---------- ----------
Net non-interest income 13,634 16,269 6,559 7,547
Non-Interest Expenses
- ---------------------
Compensation and related expenses 304,816 205,169 122,617 112,991
Occupancy 60,076 57,078 31,587 30,479
Deposit insurance 4,109 11,364 2,014 5,809
Service bureau expense 29,432 35,903 12,098 15,877
Furniture, fixtures and equipment expense 13,591 11,769 6,346 5,626
Advertising 16,136 14,798 6,992 7,522
Merger-related expenses 80,654 -- 70,654 --
Professional fees 80,099 33,063 40,451 19,446
Other 92,530 78,218 40,799 41,055
---------- ---------- ---------- ----------
Total non-interest expenses 681,443 447,362 333,558 238,805
---------- ---------- ---------- ----------
Income before tax provision and cumulative
effect of accounting change 116,508 334,340 60,983 144,873
Provision for income tax 78,480 133,602 54,153 61,146
---------- ---------- ---------- ----------
Income before cumulative effect of accounting change 38,028 200,738 6,830 83,727
Cumulative effect of accounting change, net of tax -- 8,980 -- --
---------- ---------- ---------- ----------
Net income $ 38,028 $ 209,718 $ 6,830 $ 83,727
========== ========== ========== ==========
Basic earnings per share $ .09 $ .49 $ .02 $ .20
========== ========== ========== ==========
Diluted earnings per share $ .09 $ .48 $ .02 $ .19
========== ========== ========== ==========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
3
NORTHFIELD BANCORP, INC.
------------------------
AND SUBSIDIARY
--------------
Baltimore, Maryland
-------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
(UNAUDITED)
Six Months Ended
June 30,
------------------------
2000 1999
---- ----
Net income $ 38,028 $ 209,718
Cumulative effect of change in accounting principle,
net of taxes of $513 - (815)
Unrealized losses on available for sale securities,
net of tax of $28,835 at June 30, 2000 and
$140,344 at June 30, 1999 (45,828) (223,053)
--------- ---------
Comprehensive loss $ (7,800) $ (14,150)
========= =========
Three Months Ended
June 30,
------------------------
2000 1999
---- ----
Net income $ 6,830 $ 83,727
Unrealized losses on available for sale securities,
net of tax of $36,062 at June 30, 2000 and
$122,073 at June 30, 1999 (58,606) (316,088)
--------- ---------
Comprehensive loss $ (51,776) $(232,361)
========= =========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
4
NORTHFIELD BANCORP, INC.
------------------------
AND SUBSIDIARY
--------------
Baltimore, Maryland
-------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(UNAUDITED)
Six Months Ended
June 30,
-------------------------
2000 1999
---- ----
Operating Activities
- --------------------
Net income $ 38,028 $ 209,718
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
------------------------------------------
Net amortization of premiums and accretion
accretion of discounts on certificates of deposit 47 42
Gain on sale of securities - trading -- (14,936)
Proceeds from sale of mortgage backed securities - trading -- 1,048,335
Net amortization of premiums and accretion of
discounts on mortgage backed and investment securities 4,384 10,395
Net amortization of premiums on mortgage loans purchased 315 281
Loan fees deferred 26,572 28,348
Amortization of deferred loan fees (17,242) (36,164)
Non-cash compensation under stock-based
benefit plan 21,193 15,156
Increase in accrued interest receivable (31,527) (59,052)
Provision for depreciation 22,535 22,096
(Increase) decrease in deferred income taxes (17,332) 12,004
Increase in prepaid income taxes (55,418) (6,996)
Decrease (increase) in prepaid expenses and other assets 9,598 (16,175)
Increase (decrease) in accrued interest payable 3,780 (3,983)
Decrease in income taxes payable (11,237) (18,449)
Increase in other liabilities 128,187 47,890
----------- -----------
Net cash provided by operating activities 121,883 1,238,510
Cash Flows from Investing Activities
Proceeds from maturing certificates of deposit 99,000 547,000
Purchases of certificates of deposit (96,000) (95,000)
Purchase of securities available for sale -- (3,592,031)
Purchases of mortgage backed securities
available for sale -- (1,615,153)
Purchases of mortgage backed securities held
to maturity -- (539,642)
Principal collected on mortgage backed securities 270,586 554,539
Purchase of loans -- (877,919)
Longer term loans originated (3,616,257) (7,372,915)
Principal collected on longer term loans 2,259,827 4,401,096
Net increase in short-term loans (11,226) (17,241)
Purchases of premises and equipment (4,147) (9,053)
Purchase of Federal Home Loan Bank of Atlanta stock (55,000) (58,600)
----------- -----------
Net cash used by investing activities (1,153,217) (8,674,919)
5
NORTHFIELD BANCORP, INC.
------------------------
AND SUBSIDIARY
--------------
Baltimore, Maryland
-------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(UNAUDITED)
Six Months Ended
June 30,
2000 1999
---- ----
Cash Flows from Financing Activities
- ------------------------------------
Net decrease in demand deposits, money market,
passbook accounts and advance payments by
borrowers for taxes and insurance $ (363,915) $ (48,898)
Net increase in certificates of deposit 663,735 574,012
Net increase in Federal Home Loan Bank advances 500,000 4,000,000
Dividend payment (44,321) (47,544)
Conversion costs paid subsequent to stock issuance - (66,035)
----------- -----------
Net cash provided by financing activities 755,499 4,411,535
----------- -----------
Decrease in cash and cash equivalents (275,835) (3,024,874)
Cash and cash equivalents at beginning of period 1,279,953 4,062,056
----------- -----------
Cash and cash equivalents at end of period $ 1,004,118 $ 1,037,182
=========== ===========
Reconciliation of cash and cash equivalents:
Cash $ 182,131 $ 209,920
Interest bearing accounts in other banks 1,206,119 1,310,590
----------- -----------
1,388,250 1,520,510
Less - Certificates of deposit with original
maturities of in 90 days or more included
in interest bearing accounts in other banks (384,132) (483,328)
----------- -----------
Cash and cash equivalents $ 1,004,118 $ 1,037,182
=========== ===========
Supplemental disclosures of cash flows information: Cash paid during year for:
Interest $ 1,141,236 $ 850,579
Income taxes $ 165,110 $ 175,000
The accompanying notes to consolidated financial statements are an integral part
of these statements.
6
NORTHFIELD BANCORP, INC.
------------------------
AND SUBSIDIARY
--------------
Baltimore, Maryland
-------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
Note 1 - Basis of Presentation
---------------------
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and in accordance with the
instructions to Form 10-QSB. Accordingly, they do not include all of
the disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation of the results of
operations for the interim periods presented have been made. Such
adjustments were of a normal recurring nature. The results of
operations for the six months ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year
December 31, 2000 or any other interim period. The consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes which are
incorporated by reference in the Company's Annual Report on Form
10-KSB for the year ended December 31,1999.
Note 2 - Cash Flow Presentation
----------------------
For purposes of the statements of cash flows, cash and cash
equivalents include cash and amounts due from depository institutions
and certificates of deposit with original maturities of 90 days or
less.
Note 3 - Earnings Per Share
------------------
Basic EPS is computed by dividing net income by the weighted
average number of common shares outstanding for the appropriate
period. Unearned ESOP shares are not included in outstanding shares.
Diluted EPS is computed by dividing net income by the weighted average
shares outstanding as adjusted for the dilutive effect of unvested
stock awards based on the "treasury stock" method. Information
relating to the calculations of net income per share of common stock,
summarized for the six and three months ended June 30, 2000 and 1999,
is as follows:
Six Months Ended Six Months Ended
June 30, 2000 June 30, 1999
-------------------------- --------------------------
Basic Diluted Basic Diluted
----- ------- ----- -------
Net income $ 38,028 $ 38,028 $209,718 $209,718
Weighted Average Shares
Outstanding basic EPS 430,358 430,358 426,744 426,744
Dilutive Items
Rabbi Trust shares -- 13,465 -- 13,465
-------- -------- -------- --------
Adjusted weighted average
Shares for dilutive EPS 430,358 443,823 426,744 440,209
Per share amount $ 0.09 $ 0.09 $ 0.49 $ 0.48
7
NORTHFIELD BANCORP, INC.
------------------------
AND SUBSIDIARY
--------------
Baltimore, Maryland
-------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
Note 3 - Earnings Per Share - Continued
------------------------------
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
--------------------------- --------------------------
Basic Diluted Basic Diluted
----- ------- ----- -------
Net income $ 6,830 $ 6,830 $ 83,727 $ 83,727
Weighted average shares
Outstanding basic EPS 430,724 430,724 427,112 427,112
Dilutive Items
Rabbi Trust shares -- 13,465 -- 13,465
-------- -------- -------- --------
Adjusted weighted average
shares used dilutive EPS 430,724 444,189 427,112 440,577
Per share amount $ 0.02 $ 0.02 $ 0.20 $ 0.19
Note 4 - Cumulative Effect of Accounting Change
The Company implemented SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No.133") on
January 1, 1999. In accordance with the Pronouncement's provisions,
the Company reclassified approximately $1,071,000 of mortgage backed
securities from held to maturity to trading. On January 11, 1999, the
Company sold the entire trading investment that had a carrying value
of $1,033,041 and realized a gain of $8,980, net of tax. Accordingly,
the net realized gain of $8,980 is reflected on the consolidated
statements of operations as the cumulative effect of an accounting
change, net of taxes.
In addition, the Company reclassified $1,053,760 of mortgage
backed securities and $799,526 of investments from held to maturity
to available for sale. Accordingly, the net unrealized loss of $1,328
at the date of transfer is reflected on the consolidated statements
of comprehensive income as the cumulative effect of a change in
accounting principle, net of taxes.
8
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NORTHFIELD BANCORP, INC.
Date: October 6, 2000 /s/ G. Ronald Jobson
--------------------------------------
G. Ronald Jobson
President and Chief Executive Officer
(Principal Executive, Accounting and
Financial Officer)