1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 1995
_______________________
Commission File Number 1-11684
_______________________
NEW YORK BANCORP INC.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 11-2869250
________________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
241-02 Northern Boulevard, Douglaston, N. Y. 11362
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(718) 631-8100
________________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
________________________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all 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
_______ _______
Number of shares of common stock, par value $.01 per share, outstanding as
of July 25, 1995: 12,576,056.
2
NEW YORK BANCORP INC.
FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION Page
______________________________ ____
Item 1. Financial Statements:
Consolidated Statements of Financial Condition as
of June 30, 1995 and September 30, 1994 4
Consolidated Statements of Operations for the Three
and Nine Months ended June 30, 1995 and 1994 5
Consolidated Statement of Changes in Shareholders'
Equity for the Nine Months ended June 30, 1995 6
Consolidated Statements of Cash Flows for the
Nine Months ended June 30, 1995 and 1994 7 - 8
Notes to Consolidated Financial Statements 9 - 13
Independent Auditors' Review Report 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14 - 29
PART II - OTHER INFORMATION
___________________________
Item 1. Legal Proceedings 30
Item 2. Changes in Securities 30
Item 3. Defaults Upon Senior Securities 30
Item 4. Submission of Matters to a Vote of Security Holder 30
Item 5. Other Information 30
Item 6. Exhibits and Reports on Form 8-K 31
Signature Page 32
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KPMG Peat Marwick LLP
345 Park Avenue
New York, NY 10154
Independent Auditors' Review Report
___________________________________
To the Board of Directors of New York Bancorp Inc.:
We have reviewed the condensed consolidated financial statements of New York
Bancorp Inc. and Subsidiary as of June 30, 1995, and for the three-and
nine-month periods ended June 30, 1995 and 1994 as listed in the accompanying
index. These condensed consolidated financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of personnel responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
July 24, 1995
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NEW YORK BANCORP INC. AND SUBSIDIARY
----- CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION -----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
June 30, September 30,
1995 1994(1)
____________ _____________
ASSETS
Cash and due from banks....................................................... $ 25,894 $ 22,231
Money market investments...................................................... 19,027 21,844
Trading account securities.................................................... 13,491 12,939
Investment securities held to maturity (estimated market
value of $36,700 and $51,390 at June 30, 1995
and September 30, 1994, respectively)........................................ 36,820 52,984
Investment securities available for sale...................................... 17,138 180
Federal Home Loan Bank stock.................................................. 16,419 17,409
Mortgage-backed securities held to maturity (estimated
market value of $660,076 and $730,500 at June 30,
1995 and September 30, 1994, respectively)................................... 681,482 785,593
Mortgage-backed securities available for sale................................. 215,415 171,983
Loans receivable, net:
First mortgage loans....................................................... 1,289,477 1,158,494
Other loans................................................................ 305,557 299,565
___________ ___________
1,595,034 1,458,059
Less allowance for possible loan losses.................................... (24,510) (25,705)
Total loans receivable, net.............................................. 1,570,524 1,432,354
___________ ___________
Accrued interest receivable................................................... 20,851 19,104
Premises and equipment, net................................................... 12,818 14,804
Other assets.................................................................. 29,080 34,767
___________ ___________
Total assets............................................................. $2,658,959 $2,586,192
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits................................................................... $1,750,237 $1,791,492
Borrowed funds............................................................. 696,194 581,106
Mortgagors' escrow payments................................................ 10,918 15,247
Accrued expenses and other liabilities..................................... 40,892 27,056
___________ ___________
Total liabilities........................................................ 2,498,241 2,414,901
___________ ___________
Commitments, contingencies and contracts (note 3)
SHAREHOLDERS' EQUITY (NOTES 2, 3 AND 4):
Preferred stock, $.01 par value, 2,000,000 shares
authorized; none issued................................................... -- --
Common stock, $.01 par value, 30,000,000 shares authorized;
14,746,850 and 14,756,005 shares issued; 12,652,256 and
13,223,698 shares outstanding at June 30, 1995
and September 30, 1994, respectively...................................... 147 147
Additional paid-in capital................................................. 61,986 61,802
Retained earnings, substantially restricted................................ 121,650 126,538
Treasury stock, at cost, 2,094,594 and 1,532,307 shares at
June 30, 1995 and September 30, 1994, respectively........................ (23,559) (9,995)
Employee stock ownership plan.............................................. -- (2,174)
Recognition and retention plan............................................. -- (1,130)
Unrealized appreciation (depreciation) on securities
available for sale, net of tax effect..................................... 494 (3,897)
__________ ___________
Total shareholders' equity............................................... 160,718 171,291
__________ ___________
Total liabilities and shareholders' equity............................... $2,658,959 $2,586,192
========== ===========
______________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
See accompanying notes to consolidated financial statements.
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NEW YORK BANCORP INC. AND SUBSIDIARY
----- CONSOLIDATED STATEMENTS OF OPERATIONS -----
(UNAUDITED)
Three Months Ended Nine Months Ended
June 30, June 30,
__________________________ __________________________
1995 1994(1) 1995 1994(1)
__________ __________ ___________ ___________
(In Thousands, except per share amounts)
INTEREST INCOME:
Interest and fees on loans:
First mortgage loans................................ $ 26,476 $ 23,859 $ 75,947 $ 68,748
Other loans......................................... 6,716 5,925 19,355 18,008
__________ ___________ __________ ___________
Total interest and fees on loans.................... 33,192 29,784 95,302 86,756
Money market investments............................. 366 388 926 1,815
Trading account securities........................... 204 122 559 309
Investment securities - taxable...................... 1,105 862 3,508 1,861
Mortgage-backed securities........................... 14,847 14,519 45,834 37,031
__________ ___________ __________ ___________
Total interest income............................... 49,714 45,675 146,129 127,772
__________ ___________ __________ ___________
INTEREST EXPENSE:
Deposits............................................. 15,976 14,379 46,360 42,142
Borrowed funds....................................... 10,538 5,878 27,824 16,163
__________ ___________ __________ ___________
Total interest expense.............................. 26,514 20,257 74,184 58,305
__________ ___________ __________ ___________
Net interest income................................. 23,200 25,418 71,945 69,467
Provision for possible loan losses..................... (400) (550) (1,300) (2,150)
__________ ___________ __________ ___________
Net interest income after provision
for possible loan losses........................... 22,800 24,868 70,645 67,317
__________ ___________ __________ ___________
OTHER OPERATING INCOME:
Loan fees and service charges........................ 610 768 1,961 2,568
Net gain (loss) on sales of mortgage loans
and securities available for sale................... 125 (95) (1,391) 542
Real estate operations, net.......................... 59 (375) (660) (510)
Other................................................ 1,316 1,583 3,713 3,709
Total other operating income........................ 2,110 1,881 3,623 6,309
__________ ___________ __________ ___________
OTHER OPERATING EXPENSES:
Compensation and benefits............................ 5,468 6,571 17,651 18,345
Occupancy, net....................................... 2,353 2,066 6,600 6,226
Advertising and promotion............................ 476 679 1,907 1,940
Federal deposit insurance premiums................... 1,208 1,222 3,557 3,614
Merger and restructuring............................. -- -- 19,024 --
Other................................................ 3,028 2,377 8,533 7,763
__________ ___________ __________ ___________
Total other operating expenses...................... 12,533 12,915 57,272 37,888
__________ ___________ __________ ___________
Income before income tax expense
and cumulative effect of change
in accounting principle............................ 12,377 13,834 16,996 35,738
__________ ___________ __________ ___________
INCOME TAX EXPENSE:
Federal expense...................................... 3,755 3,937 9,138 10,141
State and local expense.............................. 1,703 2,110 4,276 5,305
__________ ___________ __________ ___________
Total income tax expense............................ 5,458 6,047 13,414 15,446
__________ ___________ __________ ___________
Income before cumulative effect of
change in accounting principle..................... 6,919 7,787 3,582 20,292
Cumulative effect of change in accounting
for income taxes...................................... -- -- -- 5,685
__________ ___________ __________ ___________
Net income.......................................... $ 6,919 $ 7,787 $ 3,582 $ 25,977
========== =========== ========== ===========
EARNINGS PER COMMON SHARE (2):
Income before cumulative effect of
change in accounting principle...................... $ .51 $ .58 $ .26 $ 1.49
Cumulative effect of change in
accounting for income taxes......................... $ .-- $ .-- $ .-- $ .41
Net income........................................... $ .51 $ .58 $ .26 $ 1.90
____________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
(2) Earnings per common share have been calculated to fully reflect the ten percent stock dividend effective
February 14, 1994.
See accompanying notes to consolidated financial statements.
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NEW YORK BANCORP INC. AND SUBSIDIARY
----- CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY -----
NINE MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
Unrealized
Appreciation
Common Common (Depreciation)
Additional Stock Stock on Securities
Common Paid-in Retained Treasury Acquired Acquired Available
Stock Capital Earnings Stock by ESOP by RRP for Sale Total
_______ __________ _________ ________ ________ ________ ______________ _________
(Dollars in Thousands, Except Per Share Data)
Balance at
September 30, 1994(1)...... $ 147 $ 61,802 $ 126,538 $(9,995) $(2,174) $(1,130) $(3,897) $ 171,291
Net income for the nine
months ended June 30, 1995. -- -- 3,582 -- -- -- -- 3,582
Dividends declared on
common stock............... -- -- (6,690) -- -- -- -- (6,690)
Exercise of 382,246 shares
of stock options........... 3 (580) -- 1,477 -- -- -- 900
Purchase of 936,340 shares
of treasury stock.......... -- -- -- (18,536) -- -- -- (18,536)
ESOP and RRP activity,
including tax benefit....... (3) 764 -- 3,495 2,174 1,130 -- 7,560
Hamilton Bancorp's net
income for the three months
ended December 31, 1994..... -- -- (1,780) -- -- -- -- (1,780)
Change in unrealized
appreciation (depreciation)
on securities available for
sale........................ -- -- -- -- -- -- 4,391 4,391
_____ ________ _________ ________ _______ ______ ______ __________
Balance at June 30, 1995.... $ 147 $ 61,986 $ 121,650 $(23,559) $ -- $ -- $ 494 $ 160,718
===== ======== ========= ======== ======= ======= ====== ==========
______________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
See accompanying notes to consolidated financial statements.
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NEW YORK BANCORP INC. AND SUBSIDIARY
----- CONSOLIDATED STATEMENTS OF CASH FLOWS -----
(UNAUDITED)
Nine Months Ended
June 30,
______________________________
1995 1994(1)
____________ ______________
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest received........................................................ $ 145,258 $ 127,641
Fees and other income received........................................... 5,227 7,212
Interest paid............................................................ (72,589) (57,507)
General and administrative expenses...................................... (43,981) (36,241)
Income taxes paid........................................................ (14,908) (18,529)
___________ __________
Net cash provided by operating activities.............................. 19,007 22,576
___________ __________
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal payments on first mortgage loans............................... 92,659 125,266
Principal payments on other loans........................................ 43,580 47,811
Principal payments on mortgage-backed
securities held to maturity............................................. 38,922 129,096
Principal payments on mortgage-backed
securities available for sale........................................... 16,515 81,484
Proceeds on sales of first mortgage loans................................ 26,910 95,905
Proceeds on sales of mortgage-backed securities
available for sale...................................................... 77,197 32,872
Proceeds on redemptions of investment
securities held to maturity............................................. 8,625 750
Proceeds on redemptions of investment
securities available for sale........................................... 6,500 1,482
Proceeds on sales of investment securities
available for sale...................................................... 15,107 7,710
Proceeds on sales of real estate owned................................... 5,391 3,810
Proceeds from sale of interest rate floor agreements..................... 10,835 --
Investment in first mortgage loans....................................... (274,860) (262,934)
Investment in other loans................................................ (55,828) (30,727)
Investment in mortgage-backed securities held to maturity................ -- (492,520)
Investment in mortgage-backed securities
available for sale...................................................... (45,789) (31,159)
Purchase of investment securities held to maturity....................... -- (44,985)
Purchase of investment securities available for sale..................... (29,866) (3,837)
Other, net............................................................... (8,246) (7,802)
___________ __________
Net cash used by investing activities.................................. (72,348) (347,778)
___________ __________
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from increase in deposit accounts............................... 2,192,068 1,997,585
Payments for withdrawal of deposit accounts.............................. (2,225,709) (1,946,755)
Proceeds from borrowed funds............................................. 6,502,148 1,248,495
Repayment of borrowed funds.............................................. (6,381,959) (1,001,495)
Proceeds from sale of treasury stock..................................... 4,530 --
Cash in lieu of fractional shares........................................ (2) --
Purchases of treasury stock.............................................. (24,183) (7,510)
Payment of common stock dividends........................................ (6,690) (4,241)
Exercise of stock options................................................ 900 123
___________ __________
Net cash provided by financing activities.............................. 61,103 286,202
___________ __________
Net increase (decrease) in cash and cash equivalents........................ 7,762 (39,000)
Cash and cash equivalents at beginning of period............................ 44,075 100,218
Hamilton Bancorp activity for the three months
ended December 31, 1994.................................................... (6,916) --
___________ __________
Cash and cash equivalents at end of period.................................. $ 44,921 $ 61,218
=========== ==========
(Continued)
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NEW YORK BANCORP INC. AND SUBSIDIARY
----- CONSOLIDATED STATEMENTS OF CASH FLOWS -----
(CONTINUED)
Nine Months Ended
June 30,
_______________________________
1995 1994(1)
____________ ______________
(In Thousands)
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Income before cumulative effect of change
in accounting principle.................................................... $ 3,582 $ 20,292
Cumulative effect of change in accounting for income taxes.................. -- 5,685
___________ __________
Net income ................................................................. 3,582 25,977
___________ __________
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Increase in accrued interest receivable.................................. (1,707) (3,680)
Decrease in accrued fees and
other income receivable................................................. 1,217 5,141
(Increase) decrease in prepaid expenses.................................. 436 (66)
Increase in accrued interest payable..................................... 2,061 735
Increase in accrued income taxes payable................................. 1,296 1,424
Increase in deferred income tax assets................................... (2,261) (11,577)
Increase (decrease) in accrued expenses.................................. 6,791 (827)
Provision for possible loan losses....................................... 1,300 2,150
Net (gain) loss on the sale of mortgage loans and
securities available for sale........................................... 1,391 (542)
Termination of ESOP and RRP.............................................. 5,089 --
Other, net............................................................... (188) 3,841
___________ __________
Total adjustments...................................................... 15,425 (3,401)
___________ __________
Net cash provided by operating activities.............................. $ 19,007 $ 22,576
=========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Transfer of loans to real estate owned................................... $ 3,739 $ 4,310
=========== ==========
Transfer of mortgage-backed securities held to maturity
to mortgage-backed securities available for sale (note 2)............... $ 69,817 $ 78,067
=========== ==========
Transfer of mortgage-backed securities available for sale
to mortgage-backed securities held to maturity.......................... $ -- $ 71,492
=========== ==========
Transfer of investment securities held to maturity to
investment securities available for sale (note 2)....................... $ 7,465 $ --
=========== ==========
Securitization and transfer of loans to
mortgage-backed securities available for sale........................... $ 11,418 $ 18,817
=========== ==========
______________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
See accompanying notes to consolidated financial statements.
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NEW YORK BANCORP INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
include the accounts of New York Bancorp Inc. ("New York Bancorp"
or the "Company") and its wholly-owned subsidiary, Home Federal
Savings Bank ("Home Federal" or the "Savings Bank") and
Subsidiaries, as of June 30, 1995 and September 30, 1994 and for
the three and nine month periods ended June 30, 1995 and 1994.
On January 27, 1995, Hamilton Bancorp, Inc. ("Hamilton Bancorp")
was merged with and into New York Bancorp (the "Merger") (see note
2). The Merger was accounted for as a pooling of interests, and, as
a result, the Company's consolidated financial statements have been
retroactively restated for all reporting periods to include the
consolidated amounts of Hamilton Bancorp. In connection with the
Merger, Hamilton Bancorp's principal subsidiary, Hamilton Federal
Savings Bank, was merged with Home Federal.
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management all
necessary adjustments, consisting only of normal recurring accruals
necessary for a fair presentation, have been included. The results
of operations for the three and nine month periods ended June 30,
1995 are not necessarily indicative of the results that may be
expected for the entire fiscal year.
NOTE 2: MERGER WITH HAMILTON BANCORP, INC.
On January 27, 1995, New York Bancorp completed its Merger
with Hamilton Bancorp in a transaction accounted for under the
pooling of interests method of accounting. Pursuant to the Merger,
New York Bancorp issued 1.705 shares of common stock for each
outstanding share of Hamilton Bancorp common stock and reserved for
issuance 182,824 shares of common stock for Hamilton Bancorp's
stock options outstanding as of the Merger consummation date. In
addition, 109,749 shares of common stock were issued to holders of
Hamilton Bancorp stock options who received stock for options in
accordance with the merger agreement. As a result of the above,
6,224,921 shares of common stock were issued in connection with the
Merger.
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The Company reports its financial results on a fiscal year basis
ending September 30, whereas Hamilton Bancorp had reported its
financial results on a calendar year basis. The consolidated
financial statements for the current year have been adjusted to
conform Hamilton Bancorp's year-end with that of the Company. In
addition, the accompanying Consolidated Statement of Financial
Condition as of September 30, 1994 has been restated to include the
financial position of Hamilton Bancorp as of December 31, 1994 and
the accompanying Consolidated Statements of Operations and Cash
Flows for the three and nine months ended June 30, 1994 have been
restated to include the operations of Hamilton Bancorp for the
three and nine months ended September 30, 1994, respectively. The
effect on the accompanying consolidated financial statements
arising from the inclusion of the $1,780,000 of net income of
Hamilton Bancorp for the three months ended December 31, 1994 in
the Company's results of operations for both fiscal year 1994 and
the nine month period ended June 30, 1995 is presented in the
accompanying Consolidated Statement of Changes in Shareholders'
Equity as an adjustment for change in fiscal year of Hamilton
Bancorp.
In accordance with the pooling of interests method of accounting,
the Company's financial statements have been restated for all
periods presented to include the reported results of Hamilton
Bancorp. The combination of previously reported operating results
of the Company and Hamilton Bancorp for the three months and the
nine months ended June 30, 1994, respectively, are presented below:
Three Months Nine Months
Ended Ended
June 30, 1994 June 30, 1994
______________ _____________
(In Thousands)
Net interest income after provision for loan losses:
New York Bancorp........................................ $ 17,017 $ 44,296
Hamilton Bancorp........................................ 7,851 23,021
____________ ____________
Total combined....................................... $ 24,868 $ 67,317
============ ============
Net income before cumulative effect
of a change in accounting principle:
New York Bancorp........................................ $ 5,093 $ 12,533
Hamilton Bancorp........................................ 2,694 7,759
____________ ____________
Total combined....................................... $ 7,787 $ 20,292
============ ============
Cumulative effect of a change
in accounting principle:
New York Bancorp........................................ $ -- $ 5,685
Hamilton Bancorp........................................ -- --
____________ ____________
Total combined....................................... $ -- $ 5,685
============ ============
Net income:
New York Bancorp........................................ $ 5,093 $ 18,218
Hamilton Bancorp........................................ 2,694 7,759
____________ ____________
Total combined....................................... $ 7,787 $ 25,977
============ ============
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New York Bancorp's investment in Hamilton Bancorp was eliminated
in the accompanying Consolidated Statement of Financial Condition
as of September 30, 1994, which resulted in a $4.2 million
reduction of the combined shareholders' equity. The following
provides the effect of combining New York Bancorp's shareholders'
equity as of September 30, 1994 with that of Hamilton Bancorp as
of December 31, 1994:
Shareholders'
Equity
_____________
(In Thousands)
New York Bancorp............................................................ $ 91,376
Hamilton Bancorp............................................................ 84,129
Elimination of intercorporate investment.................................... (4,214)
_____________
$ 171,291
=============
The following is a summary of Hamilton Bancorp's cash flows for
the three months ended December 31, 1994 (in thousands):
Net cash provided by operating activities................................... $ 704
Net cash used by investing activities....................................... (4,412)
Net cash provided by financing activities................................... 10,624
___________
Net increase in cash and cash equivalents................................... $ 6,916
===========
In connection with the Merger, the Company recorded certain
non-recurring merger-related and restructuring expenses of
approximately $16.1 million, on an after-tax basis, and a net loss
resulting from the restructuring and subsequent sale of a portion
of Hamilton Bancorp's securities portfolio which amounted to $.7
million, on an after-tax basis. The non-recurring merger-related
and restructuring charges reflected $4.3 million in investment
banking, legal and accounting fees, $5.1 million in severance
costs, $4.7 million related to the termination of Hamilton
Bancorp's ESOP and the accelerated vesting of shares of the RRP
pursuant to the requirements of such plans upon a change in
control, and $2.0 million in certain back-office and facilities
consolidation costs and signage costs. The restructuring and
subsequent sale of a portion of Hamilton Bancorp's securities
portfolio primarily reflects the effect of management's decision
to reclassify $77.3 million of the acquired investment securities
and mortgage-backed securities from the held to maturity
portfolios to the available for sale portfolios, permitting $66.8
million of these securities to be sold in February 1995.
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The following table summarizes the activity with respect to the
merger-related and restructuring expenses, on a pre-tax basis, for
the current fiscal year.
Restructuring
Accrual
(In Thousands)
______________
Balance at December 31, 1994................................................ $ --
Provision charged against operations........................................ 19,024
Cash outlays................................................................ (12,183)
Noncash items............................................................... (6,395)
______________
Balance at June 30, 1995.................................................... $ 446
==============
The noncash items relate to the termination of Hamilton Bancorp's
ESOP, the accelerated vesting of shares of the RRP and the
write-off of leasehold improvements. There were no merger-related
and restructuring expenses recorded in the prior year period.
NOTE 3: COMMITMENTS, CONTINGENCIES AND CONTRACTS
At June 30, 1995, Home Federal had commitments of $61.4 million to
originate first mortgage and cooperative residential loans. Of this
amount, adjustable rate mortgage loans represented $51.1 million
and fixed rate mortgage loans with interest rates ranging from
6.75% to 10.375%, represented $10.3 million.
The Savings Bank is a party to interest rate swap arrangements to
extend the repricing or maturity of its liabilities in order to
create a more consistent and predictable interest rate spread. At
June 30, 1995, outstanding notional amounts of interest rate swap
arrangements totaled $205.0 million.
At June 30, 1995, the Savings Bank was servicing first mortgage
loans of approximately $525.7 million, which are either partially
or wholly-owned by others.
NOTE 4: STOCK REPURCHASE PLAN
During the quarter ended June 30, 1995, New York Bancorp
repurchased 915,200 shares under its present stock repurchase plan.
At June 30, 1995, the total number of Treasury shares amounted to
2,094,594. Additionally, at June 30, 1995, the Company had
authority to repurchase up to an additional 80,562 shares. On July
27, 1995, the Company's Board of Directors approved the repurchase
of up to an additional 5%, or 628,584 shares, of the Company's
outstanding stock. Repurchases may be made from time to time in
open market transactions, subject to availability of shares at
prices deemed appropriate by New York Bancorp.
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NOTE 5: RECENT ACCOUNTING PRONOUNCEMENTS
In May 1993, the FASB issued Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a
Loan" ("SFAS No. 114"). In October 1994, the FASB issued Statement
of Financial Accounting Standards No. 118 "Accounting by Creditors
for Impairment of a Loan -- Income Recognition and Disclosures"
("SFAS No. 118") which amended SFAS No. 114 (collectively the
"Statements"). Both Statements are effective for financial
statements issued for fiscal years beginning after December 15,
1994. These Statements address the accounting by creditors for
impairment of certain loans which, among other things, include all
loans that are restructured in a troubled debt restructuring
involving a modification of terms. They require that impaired loans
that are within the scope of these Statements be measured based on
the present value of expected future cash flows discounted at the
loan's effective interest rate or, as a practical expedient, at the
loan's observable market price or the fair value of the collateral
if the loan is collateral dependent. Based upon a review of these
Statements, management does not believe that the adoption of SFAS
No. 114 and SFAS No. 118 on a prospective basis will have a
materially adverse effect on the Company.
In March 1995, the FASB issued Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets To Be Disposed Of"" (SFAS No.
121"). The Statement is effective for financial statements issued
for fiscal years beginning after December 15, 1995. The Statement
establishes accounting standards for, among other things, the
impairment of long-lived assets. The Statement requires that
long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Based upon a review of the Statement,
management does not believe that the adoption of SFAS No. 121 would
have a materially adverse effect on the Company.
In May 1995, the FASB issued Statement of Financial Accounting
Standards No. 122," Accounting for Mortgage Servicing Rights" (SFAS
No. 122). The Statement is effective for fiscal years beginning
after December 15, 1995. The statement establishes accounting
standards for mortgage servicing rights, which are the contractual
right to service loans owned by others, typically for a fee. Prior
to this Statement, only purchased mortgage servicing rights were
capitalized as an asset. SFAS No. 122 requires originated mortgage
servicing rights (OMSR) to be capitalized as an asset. OMSR
represent mortgage servicing rights acquired when an institution
originates and subsequently sells mortgage loans but retains the
servicing rights. The Statement also requires all capitalized
mortgage servicing rights to be evaluated for impairment based on
their value. Based upon a review of the Statement, management does
not believe that the adoption of SFAS No. 122 would have a
materially adverse effect on the Company.
13
14
NEW YORK BANCORP INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL POSITION
AND RESULTS OF OPERATIONS
A. GENERAL
New York Bancorp Inc. ("New York Bancorp" or the "Company") is the
holding company for Home Federal Savings Bank ("Home Federal" or the
"Savings Bank"), a federally chartered stock savings bank. New York
Bancorp's business currently consists of the business of the Savings Bank.
The Savings Bank's principal business consists of attracting deposits from
the general public and investing these deposits, together with funds from
ongoing operations and borrowings, in the origination and purchase of
residential and commercial mortgage loans, cooperative residential loans and
consumer loans. The Savings Bank maintains a portion of its assets in
investment securities, including obligations of the U. S. Government and
federal agencies, money market investments, corporate notes and other
securities.
B. MERGER WITH HAMILTON BANCORP, INC.
On January 27, 1995, New York Bancorp completed its merger (the
"Merger") with Hamilton Bancorp, Inc. ("Hamilton Bancorp"). Pursuant to the
Merger, each outstanding share of Hamilton Bancorp Common Stock was
converted into the right to receive 1.705 shares of New York Bancorp Common
Stock. This transaction has been accounted for as a pooling of interests,
and, as a result, the financial results for the current and prior periods
reported in the accompanying management's discussion and analysis include
the results of Hamilton Bancorp. The Company reports its financial results
on a fiscal year ending September 30, whereas Hamilton Bancorp had reported
its financial results on a calendar year basis. The consolidated financial
statements for the current year have been adjusted to conform Hamilton
Bancorp's year-end with that of the Company. (See note 2 to Consolidated
Financial Statements - Merger with Hamilton Bancorp, Inc.)
At June 30, 1995, the acquisition of Hamilton Bancorp had the
effect of increasing the Company's asset size to $2.7 billion and
shareholders' equity to $160.7 million with the issuance of 6.2 million
shares of common stock in connection with the transaction and the combined
operating results. The discussion that follows describes the consolidated
results of operations and financial condition of the Company, which includes
Hamilton Bancorp for all periods.
14
15
C. FINANCIAL POSITION
Total assets at June 30, 1995 amounted to $2.7 billion, an
increase of $72.8 million from that reported at September 30, 1994. Total
assets include a $138.2 million increase in loans receivable, partially
offset by a $60.7 million decrease in mortgage-backed securities held to
maturity and mortgage-backed securities available for sale. The decrease in
mortgage-backed securities primarily reflects the effect of management's
decision to reclassify $77.3 million of the investment securities and
mortgage-backed securities, acquired in the Merger, from the held to
maturity portfolios to the available for sale portfolios, permitting $66.8
million of these securities to be sold in February 1995, resulting in a loss
of $.7 million, on an after-tax basis. Such securities were reclassified in
order to better conform the acquired portfolio's risk profile with the
Company's.
Total deposits at June 30, 1995 amounted to $1.75 billion, a
decrease of $41.3 million, or 2.3%, reflecting competitive pressures in the
marketplace as a result of a comparatively higher interest rate environment.
The increase in total assets and decrease in deposits were primarily funded
through the Savings Bank's $115.1 million increase in borrowed funds.
D. ASSET/LIABILITY MANAGEMENT
Home Federal is subject to interest rate risk to the extent that
its interest-bearing liabilities reprice or mature more or less frequently,
or on a different basis, than its interest-earning assets. Home Federal
utilizes gap management as part of its approach to controlling interest rate
risk and maximizing net interest margin. The Savings Bank does not have a
mandated targeted one year gap, but historically has managed the gap so that
it will range from a modest positive to a modest negative position, which
would generally result in upper-end ranges of positive to negative positions
of 15%. The size and direction of the gap is determined by management,
reflecting its views on the direction of interest rates and general market
conditions. The Savings Bank's cumulative one year gap as a percent of total
interest-earning assets amounted to a negative 10.9% at June 30, 1995.
15
16
A negative gap denotes liability sensitivity which in a given
period will result in more liabilities than assets being subject to
repricing. Generally, liability sensitive gaps would result in a net
positive effect on net interest margin in a declining interest rate
environment. Alternatively, liability sensitive gaps would generally result
in a net negative effect on net interest margin in an increasing interest
rate environment. Assets and liabilities with similar repricing
characteristics, however, may not reprice to the same degree. As a result,
the Company's gap position does not necessarily predict the impact of
changes in general levels of interest rates on net interest margin. The
Company's net interest margin decreased to 3.58% in the third quarter of
fiscal year 1995, compared to 3.74% in the second quarter of fiscal year
1995 and 4.12% in the third quarter of fiscal year 1994, reflecting the
greater upward repricing of the Savings Bank's interest-bearing liabilities
versus interest-earning assets in connection with the current interest rate
environment. Recent data indicates that the upward repricing of liabilities
may be completed resulting in the stabilization of the Company's net
interest margin in future periods. No assurances, however, can be given that
net interest margin will not decline in future periods, as margin is
dependent upon future interest rate environments.
At June 30, 1995, the Savings Bank's interest-earning assets
principally consisted of adjustable rate mortgage and other loans and
securities, multi-tranched fixed rate REMIC securities and an assortment of
fixed rate mortgage and other loans. At June 30, 1995, 51.25% of such
interest-earning assets were adjustable rate assets. Within the framework of
the targeted one year gap, the Savings Bank may choose to extend the
maturity of its funding source and/or reduce the repricing mismatches by
using interest rate swaps and financial futures arrangements. Additionally,
the Savings Bank uses interest rate caps and interest rate floor
arrangements to assist in further insulating the Savings Bank from volatile
interest rate changes.
In connection with its asset/liability management strategy, at
June 30, 1995 Home Federal maintained interest rate swap arrangements with a
notional amount of $205.0 million. For $140.0 million of the $205.0 million
of interest rate swap arrangements, the Savings Bank receives a variable
rate (which is matched against the related variable rate borrowing) and pays
a fixed rate, thus locking in a spread on fixed rate mortgage loans or fixed
rate mortgage-backed securities during the term of the swap. Such swaps have
maturities ranging from January 1996 to May 1996. For the remaining $65.0
million of interest rate swaps, the Savings Bank is receiving a fixed rate
of 5.80% and pays a variable rate based on Federal Funds (6.125% on June 30,
1995). This interest rate swap effectively unwound $65.0 million (of the
aforementioned $140.0 million in interest rate swaps) where the Savings Bank
was receiving a variable rate based on Federal funds (6.125% at June 30,
1995) and paying a fixed rate of 4.04%. The term of such swaps extends
through January 1996.
16
17
Additionally, in an effort to further protect the Savings Bank
against interest rate risk associated with the repricing of its
interest-bearing deposit liabilities, Home Federal was a party to $1.0
billion of interest rate floor agreements which were scheduled to expire on
February 22, 1998. During the quarter, in an effort to secure the hedge
position provided against the aforementioned interest rate risk, the Savings
Bank terminated its position as a party to the $1.0 billion of interest rate
floor agreements. Accordingly, and in accordance with generally accepted
accounting principles, the Company deferred recognition of the gain on the
terminated interest rate floor agreements and is amortizing such gain as an
adjustment to the cost of interest-bearing deposit liabilities over the
original contractual life of the interest rate floor agreements. At June 30,
1995 the amount of the unamortized gain was $8.2 million.
At June 30, 1995 the Company had approximately $2.6 million in
contracts for purposes of hedging the "Standard & Poor's 500" index. The
call options maturities range from March 1999 through October 1999. The
Savings Bank uses stock indexed call options for purposes of hedging its
$2.6 million in MarketSmart CD's and MarketSmart I.R.A. CD's.
E. LIQUIDITY AND CAPITAL RESOURCES
Home Federal is required to maintain minimum levels of liquid
assets as defined by the OTS regulations. This requirement, which may be
varied by the OTS, is based upon a percentage of withdrawable deposits and
short-term borrowings. The required ratio is currently 5%. The Savings
Bank's ratio was 5.38% during June 1995 and 5.40% during September 1994.
The Savings Bank's liquidity levels will vary depending upon
savings flows, future loan fundings, operating needs and general prevailing
economic conditions. Because of the multitude of available funding sources,
the Savings Bank does not foresee any problems in generating liquidity to
meet its operational and regulatory requirements.
The Savings Bank's lending and investment activities are
predominately funded by deposits, Federal Home Loan Bank of New York
advances, reverse repurchase agreements with primary government securities
dealers, subordinated capital notes, scheduled amortization and prepayments,
and funds provided by operations.
During the quarter ended June 30, 1995, New York Bancorp
repurchased 915,200 shares under its present stock repurchase plan. At June
30, 1995, the total number of Treasury shares amounted to 2,094,594.
Additionally, at June 30, 1995, the Company had authority to repurchase up
to an additional 80,562 shares. On July 27, 1995, the Company's Board of
Directors approved the repurchase of up to an additional 5%, or 628,584
shares, of the Company's outstanding stock. Repurchases may be made from
time to time in open market transactions, subject to availability of shares
at prices deemed appropriate by New York Bancorp.
17
18
As of June 30, 1995, Home Federal is considered a "well
capitalized" institution under the prompt corrective action regulations and
continues to exceed all regulatory capital requirements as detailed in the
following table:
TANGIBLE CAPITAL CORE CAPITAL(1) RISK-BASED CAPITAL(2)
______________________ _____________________ ______________________
Amount Percentage Amount Percentage Amount Percentage
_________ __________ __________ __________ _________ __________
(Dollars in Thousands)
Capital for regulatory
purposes..................... $ 152,457 5.71% $ 152,630 5.72% $ 165,007 13.36%
Minimum regulatory
requirement.................. 40,044 1 .50 80,093 3 .00 98,840 8.00
_________ _____ __________ _____ _________ ______
Excess........................ $ 112,413 4.21% $ 72,537 2.72% $ 66,167 5.36%
========= ===== ========== ===== ========= ======
(1) Beginning December 19, 1992, the core capital requirement was effectively increased to 4.00% since OTS
regulations stipulate that as of that date an institution with less than 4.00% core capital will be deemed
to be classified as "undercapitalized."
(2) In August 1993, the OTS adopted a final regulation which incorporates an interest rate risk component
into its existing risk-based capital standard. The regulation requires certain institutions with more than
a "normal level" of interest rate risk to maintain capital in addition to the 8.0% risk-based capital
requirement. The Savings Bank does not anticipate that its risk-based capital requirement will be
materially affected as a result of the new regulation.
(3) For purposes of determining capital for regulatory purposes, unrealized appreciation (depreciation) on
securities available for sale, net of tax effect, is excluded.
(4) For tangible and core capital, the ratio is to adjusted total assets. For risk-based capital, the ratio is
to total risk-weighted assets.
F. ANALYSIS OF CORE EARNINGS
The Company's profitability is primarily dependent upon net
interest income, which represents the difference between interest and fees
earned on loans, mortgage-backed securities and investments, and the cost of
deposits and borrowings. Net interest income is dependent on the difference
between the average balances and rates earned on interest-earning assets
versus the average balances and rates paid on interest-bearing deposits and
borrowings. Net income is further affected by other operating income, other
operating expenses, taxes, and, in the prior year, the cumulative effect of
a change in accounting principle.
18
19
The following tables set forth certain information relating to the
Company's average consolidated statements of financial condition and reflect
the average yield on assets and average cost of liabilities for the periods
indicated. Such yields and costs are derived by dividing income or expense
by the average balance of assets (which include nonaccrual loans) or
liabilities, respectively, for the periods shown.
Quarter Ended June 30,
____________________________________________________________________________
1995 1994(1)
____________________________________ _____________________________________
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
_____________ _________ _______ _____________ ___________ ________
(Dollars in Thousands)
ASSETS:
Interest-earning assets:
First mortgage loans.............. $ 1,272,994 $ 26,476 8.32% $ 1,103,541 $ 23,859 8.65%
Other loans....................... 308,879 6,716 8.71 296,114 5,925 8.01
Mortgage-backed securities........ 907,686 14,847 6.54 954,648 14,519 6.08
Money market investments.......... 24,070 366 6.10 41,684 388 3.73
Trading account securities........ 13,391 204 6.09 12,732 122 3.85
Investment securities............. 62,680 1,105 7.06 50,090 862 6.90
_____________ ________ _____________ ________
Total interest-earning assets....... 2,589,700 49,714 7.68 2,458,809 45,675 7.43
________ ________
Non-interest-earning assets......... 39,746 47,489
_____________ _____________
Total assets...................... $ 2,629,446 $ 2,506,298
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing liabilities:
Deposits.......................... $ 1,751,044 15,976 3.66 $ 1,808,554 14,379 3.20
Borrowed funds.................... 681,729 10,538 6.20 498,600 5,878 4.73
_____________ ________ _____________ ________
Total interest-bearing liabilities.. 2,432,773 26,514 4.37 2,307,154 20,257 3.53
________ ________
Other liabilities................... 29,792 34,142
_____________ _____________
Total liabilities................. 2,462,565 2,341,296
Shareholders' equity................ 166,881 165,002
_____________ _____________
Total liabilities and
shareholders' equity............. $ 2,629,446 $ 2,506,298
============= =============
NET INTEREST INCOME/INTEREST RATE
SPREAD............................... $ 23,200 3.31% $ 25,418 3.90%
========= ====== ========= ======
NET EARNING ASSETS/NET
INTEREST MARGIN...................... $ 156,927 3.58% $ 151,655 4.12%
============= ====== ============= ======
PERCENTAGE OF INTEREST-EARNING ASSETS
TO INTEREST-BEARING LIABILITIES...... 106.45% 106.57%
======= =======
____________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
19
20
Nine Months Ended June 30,
__________________________________________________________________________
1995 1994(1)
___________________________________ ____________________________________
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
____________ ___________ _______ _____________ _________ _______
(Dollars in Thousands)
ASSETS:
Interest-earning assets:
First mortgage loans.............. $ 1,219,910 $ 75,947 8.30% $ 1,093,699 $ 68,748 8.38%
Other loans....................... 305,038 19,355 8.47 303,156 18,008 7.93
Mortgage-backed securities........ 933,073 45,834 6.55 872,578 37,031 5.66
Money market investments.......... 21,529 926 5.75 68,459 1,815 3.54
Trading account securities........ 13,202 559 5.66 12,629 309 3.27
Investment securities............. 69,936 3,508 6.69 33,511 1,861 7.41
_____________ _________ _____________ _________
Total interest-earning assets....... 2,562,688 146,129 7.60 2,384,032 127,772 7.15
_________ _________
Non-interest-earning assets......... 40,900 51,107
_____________ _____________
Total assets...................... $ 2,603,588 $ 2,435,139
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing liabilities:
Deposits.......................... $ 1,761,082 46,360 3.52 $ 1,787,992 42,142 3.15
Borrowed funds.................... 641,197 27,824 5.80 445,640 16,163 4.85
_____________ ________ _____________ _________
Total interest-bearing liabilities.. 2,402,279 74,184 4.13 2,233,632 58,305 3.49
________ _________
Other liabilities................... 32,879 38,288
_____________ _____________
Total liabilities................. 2,435,158 2,271,920
Shareholders' equity................ 168,430 163,219
_____________ _____________
Total liabilities and
shareholders' equity............. $ 2,603,588 $ 2,435,139
============= =============
NET INTEREST INCOME/INTEREST RATE
SPREAD............................... $ 71,945 3.47% $ 69,467 3.66%
========= ====== ========= ======
NET EARNING ASSETS/NET
INTEREST MARGIN...................... $ 160,409 3.74% $ 150,400 3.88%
============= ====== ============= ======
PERCENTAGE OF INTEREST-EARNING ASSETS
TO INTEREST-BEARING LIABILITIES...... 106.68% 106.73%
======= =======
______________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
20
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G. COMPARISON OF THREE MONTHS ENDED JUNE 30, 1995 AND 1994
General
_______
New York Bancorp's net income for the quarters ended June 30, 1995
and 1994 was $6.9 million, or $.51 per share, and $7.8 million, or $.58 per
share, respectively. Comments regarding the components of net income are
detailed in the following paragraphs.
Interest Income
_______________
Interest income on interest-earning assets for the quarter ended
June 30, 1995 increased by $4.0 million, or 8.8%, to $49.7 million compared
to $45.7 million for the quarter ended June 30, 1994. The increase in
interest income is primarily attributable to a $130.9 million increase in
interest-earning assets, coupled with a 25 basis point increase in yield.
Interest and fee income on loans for the quarter ended June 30,
1995 increased by $3.4 million, or 11.4%, to $33.2 million compared to $29.8
million for the same quarter in 1994. The increase in loan income reflects a
$182.2 million increase in the average loan balance to $1.6 billion, coupled
with a 70 basis point increase in yield on other loans. These increases,
however, were partially offset by a 33 basis point decline in yield on first
mortgage loans. Interest on mortgage-backed securities held to maturity and
mortgage-backed securities available for sale for the quarter ended June 30,
1995 increased by $.3 million to $14.8 million as compared to the same
quarter in 1994. This increase in income is primarily due to a 46 basis
point increase in yield which, however, was partially offset by a $47.0
million decrease in the average balance. Money market investment income
remained relatively constant as a 237 basis point increase in yield was
offset by a $17.6 million decrease in the average balance. Interest on
trading account securities increased $.1 million in the current quarter as
compared to the prior year period as the yield increased 224 basis points
and the average balance increased $.7 million. Interest and dividends on
investment securities increased by $.2 million to $1.1 million in the
current quarter compared to $.9 million in the comparable prior year
quarter. The increase in income is attributed to a $12.6 million increase in
the average balance, coupled with a 16 basis point increase in yield.
21
22
Interest Expense
________________
Interest expense on interest-bearing liabilities for the quarter
ended June 30, 1995 increased by $6.3 million, or 30.9%, to $26.5 million
compared to the quarter ended June 30, 1994. The increase in interest
expense for the quarter primarily reflects an 84 basis point increase in
cost on interest-bearing liabilities to 4.37%, coupled with a $125.6 million
growth in interest-bearing liabilities to $2.4 billion. The increase in the
cost of interest-bearing liabilities reflects the increased utilization of
short-term borrowed funds which reprice faster than deposit liabilities. The
impact of the Savings Bank's use of interest rate swaps and other
off-balance sheet instruments was to decrease interest expense by $.5
million for the quarter ended June 30, 1995 and increase interest expense by
$.3 million for the quarter ended June 30, 1994. Further, the impact of the
Savings Bank's use of reverse repurchase agreements with imbedded interest
rate caps, all of which have matured by the end of the current quarter, was
to decrease interest expense by $.1 million and $.3 million for the quarters
ended June 30, 1995 and 1994, respectively.
Interest expense on deposits increased by $1.6 million to $16.0
million for the quarter ended June 30, 1995, compared to the quarter ended
June 30, 1994. This increase reflects a 46 basis point increase in the
average cost of deposits from 3.20% in 1994 to 3.66% in 1995. This increase,
however, was partially offset by a $57.5 million decrease in the average
balance of deposits to $1.7 billion in 1995. Interest expense on borrowed
funds increased $4.7 million to $10.5 million for the quarter ended June 30,
1995 as compared to the quarter ended June 30, 1994. This increase reflects
a $183.1 million increase in the average balance of borrowed funds to $681.7
million, coupled with a 147 basis point increase in the average cost of
borrowed funds from 4.73% in 1994 to 6.20% in 1995. The increase in the
average cost of deposits and borrowed funds reflects the higher interest
rate environment in the current fiscal quarter as compared to the same
quarter last year.
Provision for Possible Loan Losses
__________________________________
Home Federal provided $.4 million and $.6 million for possible
loan losses during the quarters ended June 30, 1995 and 1994, respectively.
The reduction in the provision for possible loan losses reflects the
improvement in management's assessment for anticipated losses inherent in
the loan portfolios. The Savings Bank's ratio of its allowance for possible
loan losses to total nonaccrual loans amounted to 66.3% and 68.1% at June
30, 1995 and 1994, respectively.
22
23
As part of the Savings Bank's determination of the adequacy of the
allowance for loan losses, the Savings Bank monitors its loan portfolio
through its Asset Classification Committee. The Committee, which meets no
less than quarterly, consists of employees who are independent of the loan
origination process. This Committee reviews individual loans with the
lending officers and assesses risks relating to the collectibility of these
loans. The Asset Classification Committee determines the adequacy of the
allowance for possible loan losses through ongoing analysis of historical
loss experience, the composition of the loan portfolios, delinquency levels,
underlying collateral values and cash flow values, geographic
concentrations, and current and prospective economic conditions. Utilizing
these procedures, management believes that the allowance at June 30, 1995 is
sufficient to cover anticipated losses inherent in the loan portfolios.
Based on recently released statistical data regarding Queens,
Nassau and Suffolk Counties, a portion of the Savings Bank's primary lending
areas, the residential housing market has shown a decrease in values of
approximately 1.8% over the twelve month period ended June 30, 1995.
However, the residential housing markets in these counties have shown an
increase in values of approximately 5.1% since December 1994. In Manhattan,
another primary lending area of the Savings Bank, commercial rents have been
on the rise while the commercial vacancy rates have also been increasing.
Additionally, employment has been increasing and unemployment has been
declining over the past year. Although in recent months there have been
indications that economic conditions and loan demand in the region have been
improving, there can be no assurance that these improved conditions will
continue.
Nonaccrual loans at June 30, 1995 amounted to $37.0 million, or
2.3% of total loans, as compared to $36.8 million, or 2.5% of total loans,
at September 30, 1994. Of the $37.0 million in nonaccrual loans at June 30,
1995, $9.5 million represents loans restructured to assist borrowers in
meeting their obligations.
The following table sets forth the Savings Bank's nonaccrual loans
at the dates indicated:
June 30, September 30,
1995 1994
________ _____________
(In Thousands)
Nonaccrual Loans
________________
First mortgage loans:
One to four family conventional residential..................... $ 15,604 $ 14,885
Commercial real estate.......................................... 19,293 20,359
_________ _________
34,897 35,244
_________ _________
Other loans - Cooperative residential loans....................... 2,089 1,509
_________ _________
Total nonaccrual loans........................................ $ 36,986 $ 36,753
========= =========
23
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The amount of interest income on nonaccrual loans that would have
been recorded had these loans been current in accordance with their original
terms, was $977,000 and $880,000 for the three month periods ended June 30,
1995 and 1994, respectively. The amount of interest income that was recorded
on these loans was $292,000 and $131,000 for the three month periods ended
June 30, 1995 and 1994, respectively.
Additionally, at June 30, 1995, the Savings Bank had $2.6 million
in real estate owned as compared to $5.9 million at September 30, 1994.
Further, at June 30, 1995 the Savings Bank also had sixteen restructured
commercial real estate loans amounting to approximately $8.1 million for
which interest is being recorded in accordance with the loans' restructured
terms. The amount of the interest income lost on these restructured loans is
immaterial.
The Savings Bank also has $4.1 million of consumer and other loans
which are past due 90 days and still accruing interest as of June 30, 1995.
Of the $4.1 million, $1.6 million represent loans guaranteed by the United
States Department of Education through the New York State Higher Education
Services Corporation.
The Savings Bank's allowance for possible loan losses at June 30,
1995 was $24.5 million which represented 66.3% of nonaccrual loans or 1.5%
of total loans, compared to $25.7 million at September 30, 1994 which
represented 69.9% of nonaccrual loans or 1.8% of total loans.
The following is a summary of the activity in the Savings Bank's
allowance for possible loan losses for the quarters ended June 30:
Summary of Loan Loss Experience
_______________________________
As of and for the
Quarter Ended
June 30,
____________________________
1995 1994
__________ __________
(In Thousands)
Allowance for possible loan losses, beginning of quarter..................... $ 25,579 $ 26,969
Charge-offs:
Commercial real estate...................................................... (625) (853)
Real estate - mortgage...................................................... (421) (507)
Other loans................................................................. (472) (271)
__________ __________
Total charge-offs......................................................... (1,518) (1,631)
__________ __________
Less recoveries - other loans............................................... 49 6
__________ __________
Net charge-offs............................................................. (1,469) (1,625)
__________ __________
Addition to allowance charged to expense.................................... 400 550
__________ __________
Allowance at end of quarter................................................. $ 24,510 $ 25,894
========== ==========
24
25
Net Interest Income After Provision for Possible Loan Losses
____________________________________________________________
Net interest income after provision for possible loan losses for
the quarter ended June 30, 1995 amounted to $22.8 million,
representing a decrease of $2.1 million from the $24.9 million amount
during the quarter ended June 30, 1994. This decrease primarily
reflects a 54 basis point decrease in the Savings Bank's net interest
margin from 4.12% in 1994 to 3.58% in 1995.
Other Operating Income
______________________
Other operating income amounted to $2.1 million for the quarter
ended June 30, 1995, compared with $1.9 million for the quarter ended
June 30, 1994. The $.2 million increase in other operating income was
primarily attributable to a $.4 million improvement in real estate
operations, net, resulting from the Bank's ability to reduce its
amount of real estate owned to $2.6 million.
Other Operating Expenses
________________________
Other operating expenses totaled $12.5 million for the quarter
ended June 30, 1995, as compared to $12.9 million during the quarter
ended June 30, 1994. The $.4 million decrease in other operating
expenses was primarily attributable to a $1.1 million decrease in
compensation and benefits representing in large part certain
consolidation efficiencies from the Merger. This decrease in other
operating expenses, however, was partially offset by certain
anticipated one-time expenditures which include $.2 million in
consulting fees relating to a cost reduction study of the branch
network, $.1 million in final charges related to the former Hamilton
Federal's data processing systems, and $.2 million related to initial
stationery costs and ATM cards necessary to adequately supply the
former Hamilton Federal branch operations.
Income Tax Expense
__________________
Income taxes decreased $.6 million to $5.5 million for an
effective tax rate of 44.1% during the quarter ended June 30, 1995
versus an effective tax rate of 43.7% during the quarter ended June
30, 1994.
25
26
H. COMPARISON OF NINE MONTHS ENDED JUNE 30, 1995 AND 1994
General
_______
New York Bancorp's net income for the nine months ended June 30,
1995 was $3.6 million, or $.26 per share, compared to net income of $26.0
million, or $1.90 per share, for the comparable prior year period, which
included $5.7 million in income, or $.41 per share, from the cumulative
effect of a change in accounting for income taxes. Included in the results
of operations for the nine months ended June 30, 1995 are certain
non-recurring restructuring and merger-related costs which amounted to
approximately $16.1 million, on an after-tax basis, and a net loss resulting
from the restructuring and subsequent sale of a portion of Hamilton
Bancorp's securities portfolio which amounted to $.7 million, on an
after-tax basis. Such sale was transacted in order to reduce the risk
profile of the securities portfolio acquired.
Interest Income
_______________
Interest income on interest-earning assets for the nine months
ended June 30, 1995 increased by $18.3 million, or 14.4%, to $146.1 million
compared to $127.8 million for the nine months ended June 30, 1994. The
increase in interest income is primarily attributable to a $178.7 million
increase in interest-earning assets, coupled with a 45 basis point increase
in yield.
Interest and fee income on loans for the nine months ended June
30, 1995 increased by $8.5 million, or 9.9%, to $95.3 million compared to
$86.8 million for the same period in 1994. The increase in loan income
reflects a $128.1 million increase in the average loan balance to $1.5
billion, coupled with a 54 basis point increase in yield on other loans.
These increases, however, were partially offset by an 8 basis point decline
in yield on first mortgage loans. Interest on mortgage-backed securities
held to maturity and mortgage-backed securities available for sale for the
nine months ended June 30, 1995 increased by $8.8 million to $45.8 million
as compared to the same period in 1994. This increase in income is due to an
89 basis point increase in yield, coupled with a $60.5 million increase in
the average balance. Money market investment income decreased $.9 million as
a 221 basis point increase in yield was more than offset by a $46.9 million
decrease in the average balance. Interest on trading account securities
increased $.3 million in the current period as compared to the prior year
period as the yield increased 239 basis points and the average balance
increased $.6 million. Interest and dividends on investment securities
increased by $1.6 million to $3.5 million in the current period compared to
$1.9 million in the comparable prior year period. The increase in income is
attributed to a $36.4 million increase in the average balance which,
however, was partially offset by a 72 basis point decrease in yield.
26
27
Interest Expense
________________
Interest expense on interest-bearing liabilities for the nine
months ended June 30, 1995 increased by $15.9 million, or 27.2%, to $74.2
million compared to $58.3 million for the nine months ended June 30, 1994.
The increase in interest expense for the nine months primarily reflects a
$168.6 million growth in interest-bearing liabilities to $2.4 billion
coupled with a 64 basis point increase in cost on interest-bearing
liabilities to 4.13%. The increase in the cost of interest-bearing
liabilities reflects the increase utilization of short-term borrowed funds
which reprice faster than deposit liabilities. The impact of the Savings
Bank's use of interest rate swaps and other off-balance sheet instruments
was to decrease interest expense by $.4 million for the nine months ended
June 30, 1995 and increase interest expense by $1.4 million for the nine
months ended June 30, 1994. Further, the impact of the Savings Bank's use of
reverse repurchase agreements with imbedded interest rate caps, all of which
have matured by the end of the current quarter, was to decrease interest
expense by $1.5 million and $.4 million for the nine months ended June 30,
1995 and 1994, respectively.
Interest expense on deposits increased by $4.2 million to $46.4
million for the nine months ended June 30, 1995, compared to the nine months
ended June 30, 1994. This increase reflects a 37 basis point increase in the
average cost of deposits from 3.15% in 1994 to 3.52% in 1995. This increase,
however, was partially offset by a $26.9 million decrease in the average
balance of deposits to $1,761.1 million in 1995. Interest expense on
borrowed funds increased $11.7 million to $27.8 million for the nine months
ended June 30, 1995 as compared to the nine months ended June 30, 1994. This
increase reflects a $195.6 million increase in the average balance of
borrowed funds to $641.2 million, coupled with a 95 basis point increase in
the average cost of borrowed funds from 4.85% in 1994 to 5.80% in 1994.
Provision for Possible Loan Losses
__________________________________
Home Federal provided $1.3 million and $2.2 million for possible
loan losses during the nine months ended June 30, 1995 and 1994,
respectively. The reduction in the provision for possible loan losses
reflects the improvement in management's assessment for anticipated losses
inherent in the loan portfolios. The Savings Bank's ratio of its allowance
for possible loan losses to total nonaccrual loans amounted to 66.3% and
68.1% at June 30, 1995 and 1994, respectively.
Net Interest Income After Provision for Possible Loan Losses
____________________________________________________________
Net interest income after provision for possible loan losses for
the nine months ended June 30, 1995 amounted to $70.6 million, representing
an increase of $3.3 million from the $67.3 million amount during the
comparable period ended June 30, 1994. This increase primarily reflects a
$178.7 million increase in average interest-earning assets, which, however,
was partially offset by a 14 basis point decrease in the Savings Bank's net
interest margin from 3.88% in 1994 to 3.74% in 1995.
27
28
Other Operating Income
______________________
Other operating income amounted to $3.6 million for the nine
months ended June 30, 1995, compared with $6.3 million for the comparable
period ended June 30, 1994. The $2.7 million decrease in other operating
income was primarily attributable to a $1.4 million net loss on the sales of
mortgage loans and securities available for sale during the nine months
ended June 30, 1995 as compared to a $.5 million net gain on the sales of
mortgage loans and securities available for sale during the comparable prior
year quarter, coupled with a $.6 million reduction in loan fees and service
charges. The net loss on the sales of mortgage loans and securities
available for sale for the nine months ended June 30, 1995 was principally
incurred in connection with the restructuring and sale of a portion of the
Hamilton Bancorp mortgage-backed securities portfolio.
Other Operating Expenses
________________________
Other operating expenses totaled $57.3 million for the nine months
ended June 30, 1995, as compared to $37.9 million during the nine months
ended June 30, 1994. The $19.4 million increase in other operating expenses
was primarily attributable to the $19.0 million in merger and restructuring
charges. Without the merger and restructuring expenses, other operating
expenses would have totaled $38.3 million, or 1.96% of average assets,
during the nine months ended June 30, 1995. This compares with $37.9
million, or 2.08% of average assets during the nine months ended June 30,
1994.
Income Tax Expense
__________________
Income taxes decreased $2.0 million to $13.4 million for the nine
months ended June 30, 1995 for an effective tax rate of 78.9% during the
nine months ended June 30, 1995 versus an effective rate of 43.2% during the
nine months ended June 30, 1994. The income tax expense for the current nine
month period reflects the non-deductibility of certain merger and
restructuring charges.
Cumulative Effect of Change in Accounting Principle
___________________________________________________
During the nine months ended June 30, 1994, the Savings Bank
recognized $5.7 million in income from the cumulative effect of a change in
accounting principle related to implementing Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" on a prospective
basis.
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29
H. SELECTED FINANCIAL DATA
The following table sets forth certain selected financial data.
Three Months Ended Nine Months Ended
June 30, June 30,
________________________ _________________________
1995 1994(1) 1995 1994(1)
_______ ________ _______ _________
(Dollars in Thousands, except per share amounts)
FINANCIAL RATIOS (2)
____________________
Average Yield:
First mortgage loans...................................... 8.32% 8.65% 8.30% 8.38%
Other loans............................................... 8.71 8.01 8.47 7.93
Money market investments.................................. 6.10 3.73 5.75 3.54
Trading account securities................................ 6.09 3.85 5.66 3.27
Investment securities..................................... 7.06 6.90 6.69 7.41
Mortgage-backed securities................................ 6.54 6.08 6.55 5.66
All interest-earning assets............................ 7.68 7.43 7.60 7.15
Average cost:
Deposits.................................................. 3.66 3.20 3.52 3.15
Borrowed funds............................................ 6.20 4.73 5.80 4.85
All interest-bearing liabilities....................... 4.37 3.53 4.13 3.49
Net interest rate spread..................................... 3.31 3.90 3.47 3.66
Net interest margin.......................................... 3.58 4.12 3.74 3.88
Average interest-earning assets to
average interest-bearing liabilities....................... 106.45 106.57 106.68 106.73
Return on average assets..................................... 1.05 1.24 .55 1.43
Return on average common equity.............................. 16.63 18.72 2.84 21.28
Operating expense to average assets.......................... 1.91 2.04 2.94 2.08
Equity to asset ratio at June 30............................. 6.04 6.49 6.04 6.49
Cumulative one year gap as a percent of total
interest-earning assets at June 30 (3)..................... -10.9% -7.7% -10.9% -7.7%
SHARE INFORMATION(4):
____________________
Earnings per common share................................. $ .51 $ .58 $ .26 $ 1.90
Weighted average number of common shares
and equivalents outstanding............................. 13,461,005 13,489,266 13,594,718 13,644,510
Number of shares outstanding at June 30................... 12,652,256 13,187,900 12,652,256 13,187,900
Book value per share at June 30........................... $ 12.70 $ 12.61 $ 12.70 $ 12.61
NET INTEREST POSITION:
_____________________
Excess of average interest-earning assets
over average interest-bearing liabilities............... 156,927 $ 151,655 $ 160,409 $ 150,400
LOAN HIGHLIGHTS:
_______________
Loan originations......................................... $ 79,814 $ 97,102 $ 280,612 $ 286,568
Loan purchases............................................ $ 13,716 $ 188 $ 27,697 $ 641
Loan sales................................................ $ 19,587 $ 19,947 $ 37,899 $ 79,453
Loans serviced for others at June 30...................... $ 525,725 $ 532,879 $ 525,725 $ 532,879
Loan servicing fees....................................... $ 407 $ 436 $ 1,278 $ 1,318
ADJUSTABLE RATE ASSETS AT JUNE 30:
_________________________________
First mortgage loans and mortgage-backed securities....... $1,032,800 $ 847,429 $ 1,032,800 $ 847,429
Other loans, money market investments, trading
account securities and investment securities............ $ 297,159 $ 308,697 $ 297,159 $ 308,697
Total adjustable rate assets as a percent
of total interest-earning assets........................ 51.25% 46.31% 51.25% 46.31%
____________
(1) Restated to reflect the merger with Hamilton Bancorp, which was accounted for as a pooling of interests.
(2) Selected financial ratios were computed using daily average balances and annualized, where applicable.
(3) The cumulative one year gap as a percent of total interest-earning assets is computed based on
assumptions substantially similar to those used by the OTS.
(4) Share and per share information have been restated in all periods presented to fully reflect the ten
percent stock dividend effective February 14, 1994.
29
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
__________________________
Not Applicable
Item 2. Changes in Securities
______________________________
Not Applicable
Item 3. Defaults Upon Senior Securities
________________________________________
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
____________________________________________________________
Not applicable
Item 5. Other Information
__________________________
Not applicable
30
31
Item 6. Exhibits and Reports on Form 8-K
_________________________________________
(a) Exhibits
________
Exhibit
Number Description
_______ ___________
3.1 Certificate of Incorporation of New York Bancorp Inc.,
as amended(9)
3.2 Bylaws of New York Bancorp Inc., as amended(7)
10.2 New York Bancorp Inc. Incentive Stock Option Plan(2)
10.3 New York Bancorp Inc. Option Plan for Outside Directors(3)
10.4 Home Federal Savings Bank Management Recognition Plan and
Trust(1)
10.8 Home Federal Savings Bank Employee Stock Purchase Plan(4)
10.9 New York Bancorp Inc. 1990 Incentive Stock Option Plan(5)
10.10 New York Bancorp Inc. 1990 Option Plan for Outside
Directors(6)
10.13 Home Federal Savings Bank Supplemental Executives Benefit
Plan, as amended(9)
10.14 Home Federal Savings Bank Deferred Compensation Plan, as
amended(9)
10.17 New York Bancorp Inc. 1993 Long-Term Incentive Plan(7)
10.18 New York Bancorp Inc. 1993 Stock Option Plan for Outside
Directors(8)
11 Statements re computation of per share earnings
27 Financial Data Schedule
(1) Incorporated by reference to Exhibits filed with Registration Statement on
Form S-1, No. 33-16369
(2) Incorporated by reference to Exhibits filed with Registration Statement
on Form S-8, No. 33-23468
(3) Incorporated by reference to Exhibits filed with Registration Statement on
Form S-8, No. 33-23478
(4) Incorporated by reference to Exhibits filed with New York Bancorp Inc.'s
1989 Form 10-K
(5) Incorporated by reference to Annex A of the Company's Proxy Statement
furnished to shareholders in connection with the Annual Meeting of
Shareholders held on January 23, 1991
(6) Incorporated by reference to Annex B of the Company's Proxy Statement
furnished to shareholders in connection with the Annual Meeting of
Shareholders held on January 23, 1991
(7) Incorporated by reference to Exhibits filed with New York Bancorp Inc.'s
1992 Form 10-K
(8) Incorporated by reference to Exhibit A of the Company's Proxy Statement
furnished to shareholders in connection with the Annual Meeting of
Shareholders held on January 25, 1994
(9) Incorporated by reference to Exhibits filed with New York Bancorp Inc.'s
1994 Form 10-K
(b) Reports on Form 8-K
___________________
On April 11, 1995 New York Bancorp filed Form 8-K/A with the
Securities and Exchange Commission which provided the required
financial statements and pro forma financial information relating
to the Merger of New York Bancorp and Hamilton Bancorp.
31
32
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.
NEW YORK BANCORP INC.
(Registrant)
Date: August 4, 1995 By: /s/ Michael A. McManus, Jr.
__________________________
Michael A. McManus, Jr.
President and
Chief Executive Officer
Date: August 4, 1995 By: /s/ Stan I. Cohen
__________________________
Stan I. Cohen
Senior Vice President,
Controller and Secretary
32
33
NEW YORK BANCORP INC.
241-02 Northern Boulevard
Douglaston, New York 11362
Form 10-Q
June 30, 1995
Exhibit 11. Statement re: Computation of Per Share Earnings
Three Months Ended Nine Months Ended
June 30, June 30,
____________________ ____________________
1995 1994 1995 1994
_______ ________ ______ _______
(In Thousands, except per share amounts)
Income before cumulative effect of change
in accounting principle................................... $ 6,919 $ 7,787 $ 3,582 $ 20,292
Cumulative effect of change in accounting
for income taxes.......................................... -- -- -- 5,685
_______ _______ _______ ________
Net income................................................. $ 6,919 $ 7,787 $ 3,582 $ 25,977
======= ======= ======= ========
Weighted average common shares outstanding................. 13,181 12,801 13,188 12,997
Common stock equivalents due to dilutive
effect of stock options................................... 280 688 407 648
_______ _______ _______ ________
Total weighted average common shares and
equivalents outstanding................................... 13,461 13,489 13,595 13,645
======= ======== ======= ========
Primary earnings per share:
Income before cumulative effect of
change in accounting principle.......................... $.51 $.58 $.26 $ 1.49
Cumulative effect of change in
accounting for income taxes............................. .-- .-- .-- .41
_______ ________ ______ _______
Net income.............................................. $.51 $.58 $.26 $ 1.90
======= ======== ====== =======
Total weighted average common shares and
equivalents outstanding................................... 13,461 13,489 13,595 13,645
Additional dilutive shares using ending period
market value versus average market value for the
period when utilizing the treasury stock method
regarding stock options................................... 14 26 31 56
_______ ________ _______ _______
Total shares for fully diluted earnings per share.......... 13,475 13,515 13,626 13,701
======= ========= ======= =======
Fully diluted earnings per share:
Income before cumulative effect of
change in accounting principle.......................... $.51 $.58 $.26 $ 1.48
Cumulative effect of change in
accounting for income taxes............................. .-- .-- .-- .41
______ ________ ______ _______
Net income............................................... $.51 $.58 $.26 $ 1.90
====== ======== ====== =======