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: March 31, 1996 ---------------------- 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 May 1, 1996: 11,619,572. 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 March 31, 1996 and September 30, 1995 4 Consolidated Statements of Operations for the Three and Six Months ended March 31, 1996 and 1995 5 Consolidated Statement of Changes in Shareholders' Equity for the Six Months ended March 31, 1996 6 Consolidated Statements of Cash Flows for the Six Months ended March 31, 1996 and 1995 7 - 8 Notes to Consolidated Financial Statements 9 - 12 Independent Auditors' Review Report 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 - 27 PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings 28 Item 2. Changes in Securities 28 Item 3. Defaults Upon Senior Securities 28 Item 4. Submission of Matters to a Vote of Security Holder 28 Item 5. Other Information 28 Item 6. Exhibits and Reports on Form 8-K 28 Signature Page 29 2 3 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 March 31, 1996, and for the three and six month periods ended March 31, 1996 and 1995 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. Effective October 1, 1995 the Company adopted provisions of Statement of Accounting Standards No. 114 (Accounting by Creditors for Impairment of a Loan), No. 118 (Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures) and No. 122 (Accounting for Mortgage Servicing Rights). We have previously audited, in accordance with generally accepted auditing standards, the consolidated statement of financial condition of New York Bancorp Inc. and Subsidiary as of September 30, 1995, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated October 23, 1995, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of September 30, 1995, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived. KPMG Peat Marwick LLP April 23, 1996 3 4 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ----- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) March 31, September 30, 1996 1995 -------------- ------------- ASSETS Cash and due from banks.............................. $ 22,603 $ 31,189 Money market investments............................. 5,000 13,915 Trading account securities........................... -- 2,003 Investment in debt and equity securities, net: Held to maturity (estimated market value of $1,170 and $21,107 at March 31, 1996 and September 30, 1995, respectively)............. 1,167 21,179 Available for sale................................. 73,551 46,273 Mortgage-backed securities, net: Held to maturity (estimated market value of $557,420 and $637,503 at March 31, 1996 and September 30, 1995, respectively)............. 575,027 664,726 Available for sale................................. 317,927 206,794 Federal Home Loan Bank stock......................... 25,500 20,288 Loans receivable, net: First mortgage loans............................... 1,412,727 1,389,776 Other loans........................................ 281,165 296,439 ---------- ---------- 1,693,892 1,686,215 Less allowance for possible loan losses............ (20,588) (21,272) ---------- ---------- Total loans receivable, net....................... 1,673,304 1,664,943 Accrued interest receivable.......................... 21,039 21,723 Premises and equipment, net.......................... 12,855 12,851 Other assets......................................... 26,464 25,708 ---------- ---------- Total assets...................................... $2,754,437 $2,731,592 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Deposits........................................... $1,748,145 $1,748,874 Borrowed funds..................................... 785,925 767,138 Mortgagors' escrow payments........................ 16,833 16,520 Accrued expenses and other liabilities............. 44,357 42,674 ---------- ---------- Total liabilities................................. 2,595,260 2,575,206 ---------- ---------- Commitments, contingencies and contracts (note 4) SHAREHOLDERS' EQUITY (NOTES 4 AND 5): 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 shares issued at March 31, 1996 and September 30, 1995; 11,724,647 and 12,138,974 shares outstanding at March 31, 1996 and September 30, 1995, respectively...................................... 147 147 Additional paid-in capital......................... 64,482 63,575 Retained earnings, substantially restricted........ 135,902 125,593 Treasury stock, at cost, 3,022,203 and 2,607,876 shares at March 31, 1996 and September 30, 1995, respectively.................. (42,642) (33,740) Unrealized appreciation on securities available for sale, net of tax effect............. 1,288 811 ---------- ---------- Total shareholders' equity........................ 159,177 156,386 ---------- ---------- Total liabilities and shareholders' equity......... $2,754,437 $2,731,592 ========== ========== See accompanying notes to consolidated financial statements. 4 5 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENTS OF OPERATIONS ----- (UNAUDITED) Three Months Ended Six Months Ended March 31, March 31, --------------------- --------------------- 1996 1995 1996 1995 -------- -------- -------- -------- (In Thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans: First mortgage loans............................... $ 28,450 $ 25,525 $ 56,862 $ 49,471 Other loans........................................ 6,185 6,393 12,714 12,639 -------- -------- -------- -------- Total interest and fees on loans.................. 34,635 31,918 69,576 62,110 Mortgage-backed securities.......................... 13,963 15,389 28,166 30,987 Money market investments............................ 91 302 198 560 Trading account securities.......................... -- 193 13 355 Debt and equity securities - taxable................ 1,402 1,188 2,797 2,403 -------- -------- -------- -------- Total interest income............................. 50,091 48,990 100,750 96,415 -------- -------- -------- -------- INTEREST EXPENSE: Deposits............................................ 15,363 15,395 31,244 30,384 Borrowed funds...................................... 10,378 9,465 21,488 17,286 -------- -------- -------- -------- Total interest expense............................ 25,741 24,860 52,732 47,670 -------- -------- -------- -------- Net interest income............................... 24,350 24,130 48,018 48,745 Provision for possible loan losses................... (300) (400) (600) (900) -------- -------- -------- -------- Net interest income after provision for possible loan losses......................... 24,050 23,730 47,418 47,845 -------- -------- -------- -------- OTHER OPERATING INCOME: Loan fees and service charges....................... 790 588 1,421 1,351 Net gain (loss) on the sales of mortgage loans and securities available for sale............ 1,529 (1,177) 2,036 (1,516) Real estate operations, net......................... 46 (345) (87) (719) Other............................................... 1,727 1,280 3,291 2,397 -------- -------- -------- -------- Total other operating income...................... 4,092 346 6,661 1,513 -------- -------- -------- -------- OTHER OPERATING EXPENSES: Compensation and benefits........................... 5,433 5,905 10,950 12,183 Occupancy, net...................................... 2,200 2,209 4,240 4,247 Advertising and promotion........................... 594 686 1,449 1,431 Federal deposit insurance premiums.................. 932 1,208 1,897 2,349 Merger and restructuring............................ -- 19,024 -- 19,024 Other............................................... 2,472 2,850 5,005 5,505 -------- -------- -------- -------- Total other operating expenses.................... 11,631 31,882 23,541 44,739 -------- -------- -------- -------- Income (loss) before income tax expense........... 16,511 (7,806) 30,538 4,619 -------- -------- -------- -------- INCOME TAX EXPENSE: Federal expense..................................... 4,989 1,454 9,231 5,383 State and local expense............................. 2,346 544 4,303 2,573 --------- -------- -------- -------- Total income tax expense.......................... 7,335 1,998 13,534 7,956 -------- -------- -------- -------- Net income (loss)................................. $ 9,176 $ (9,804) $ 17,004 $ (3,337) ======== ======== ======== ======== EARNINGS (LOSS) PER COMMON SHARE..................... $ .76 $ (.73) $ 1.40 $ (.25) See accompanying notes to consolidated financial statements. 5 6 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY ----- SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED) Unrealized Appreciation Additional on Securities Common Paid-in Retained Treasury Available Stock Capital Earnings Stock for Sale Total ------ --------- -------- -------- ---------- ----- (Dollars in Thousands, Except Per Share Data) Balance at September 30, 1995......... $ 147 $ 63,575 $ 125,593 $ (33,740) $ 811 $ 156,386 Net income for the six months ended March 31, 1996................. -- -- 17,004 -- -- 17,004 Dividends declared on common stock......................... -- -- (4,704) -- -- (4,704) Purchase of 546,806 shares of treasury stock.................... -- -- -- (11,688) -- (11,688) Exercise of 132,479 shares of stock options and related tax benefits......................... -- 907 (1,991) 2,786 -- 1,702 Unrealized depreciation on securities transferred from held to maturity to available for sale................... -- -- -- -- (223) (223) Change in unrealized appreciation on securities available for sale................... -- -- -- -- 700 700 ----- -------- --------- --------- ------- --------- Balance at March 31, 1996............. $ 147 $ 64,482 $ 135,902 $ (42,642) $ 1,288 $ 159,177 ===== ======== ========= ========= ======= ========= See accompanying notes to consolidated financial statements. 6 7 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENTS OF CASH FLOWS ----- (UNAUDITED) Six Months Ended March 31, ---------------------- 1996 1995 --------- ---------- (In Thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss)................................................. $ 17,004 $ (3,337) --------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization................................... 1,079 737 Amortization and accretion of deferred fees, discounts and premiums......................................... 900 832 Provision for possible loan losses.............................. 600 900 Provision for losses on foreclosed real estate.................. 220 296 Net (gain) loss on sale of foreclosed real estate............... 68 (215) Net (gain) loss on sale of mortgage loans and securities available for sale............................................. (2,036) 1,516 Deferred income taxes........................................... (468) (1,521) Amortization of ESOP and RRP compensation expense............... -- 464 Termination of ESOP & RRP....................................... -- 4,992 Net (increase) decrease in trading account...................... 2,003 (355) (Increase) decrease in accrued interest receivable.............. 684 (870) Decrease in accrued interest payable............................ (1,363) (299) Increase in accrued expenses and other liabilities ............. 3,699 6,587 Increase in other assets........................................ (139) (5,665) ---------- ---------- Total adjustments............................................... 5,247 7,399 ---------- ---------- Net cash provided by operating activities......................... 22,251 4,062 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Principal payments on loans....................................... 132,778 92,363 Principal payments on mortgage-backed securities.................. 42,466 38,746 Principal payments, maturities and calls on debt and equity securities............................................ 56,011 6,659 Proceeds on sales of loans........................................ 35,403 18,441 Proceeds on sales of mortgage-backed securities available for sale............................................... 84,281 65,861 Proceeds on sales of debt and equity securities available for sale............................................... 2,719 6,328 Investment in first mortgage loans................................ (214,012) (197,991) Investment in other loans......................................... (29,259) (39,321) Investment in mortgage-backed securities available for sale....... (82,445) (45,789) Investment in debt and equity securities available for sale....... (65,330) (7,166) Proceeds on sales of foreclosed real estate....................... 1,240 4,823 Net purchases of Federal Home Loan Bank stock..................... (5,212) (541) Net purchases of premises and equipment........................... (1,083) (238) Investment in interest rate floor agreements...................... -- (2,265) ---------- ---------- Net cash used in investing activities............................. (42,443) (60,090) ---------- ---------- (Continued) 7 8 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENTS OF CASH FLOWS ----- (CONTINUED) Six Months Ended March 31, ----------------------- 1996 1995 ----------- ---------- (In Thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in non-interest bearing demand, savings, money market, and NOW accounts.......................... $ (6,746) $ (127,115) Net increase in time deposits .................................... 6,017 87,978 Net increase (decrease) in borrowings with original maturities of three months or less............................... (254,163) 117,920 Proceeds from long-term borrowings................................ 458,000 -- Repayment of long-term borrowings................................. (185,050) (20,267) Purchase of common stock for treasury or retirement............... (11,688) (4,106) Payment of common stock dividends................................. (4,787) (2,923) Exercise of stock options......................................... 795 499 Proceeds from sale of treasury stock.............................. -- 4,530 Increase in mortgagors' escrow accounts........................... 313 1,195 ---------- ---------- Net cash provided by financing activities......................... 2,691 57,711 ---------- ---------- Net increase (decrease) in cash and cash equivalents.............. (17,501) 1,683 Hamilton Bancorp, Inc. activity for the three months ended December 31, 1994................................................ -- (5,771) Cash and cash equivalents at beginning of period.................. 45,104 41,865 ---------- ---------- Cash and cash equivalents at end of period........................ $ 27,603 $ 37,777 ========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURES: Interest paid..................................................... $ 55,177 $ 46,118 ========== ========== Income taxes paid................................................. $ 7,583 $ 9,008 ========== ========== SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Transfer of loans to real estate owned............................ $ 2,208 $ 1,847 ========== ========= Transfer of mortgage-backed securities available for sale to mortgage-backed securities held to maturity......................................................... $ 15,421 $ -- ========== ========= Transfer of mortgage-backed securities held to maturity to mortgage-backed securities available for sale................. $ 84,109 $ 69,817 ========== ========= Transfer of debt and equity securities held to maturity to debt and equity securities available for sale................. $ 15,000 $ 7,465 ========== ========= Securitization and transfer of loans to mortgage-backed securities available for sale.................... $ 65,364 $ -- ========== ========= See accompanying notes to consolidated financial statements 8 9 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 March 31, 1996 and September 30, 1995 and for the three and six month periods ended March 31, 1996 and 1995. On October 1, 1995, the Company adopted Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS No. 114") and 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"). Under the Statements, a loan is considered impaired when it is probable that the Company will not collect all amounts due according to the contractual terms of the loan agreement. Certain loans are exempt from the provisions of the Statements, including large groups of smaller-balance homogenous loans that are collectively evaluated for impairment, such as residential mortgage loans and consumer loans. The Statements 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. The adoption of SFAS Nos. 114 and 118 did not have a significant effect on the Company's financial statements. On October 1, 1995, the Company adopted Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights" (SFAS No. 122"). 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 represents mortgage servicing rights acquired when an institution originates and subsequently sells or securitizes 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. The adoption of SFAS No. 122 did not have a significant effect on the Company's operating results or financial position. 9 10 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 six month periods ended March 31, 1996 are not necessarily indicative of the results that may be expected for the entire fiscal year. NOTE 2: INVESTMENT IN DEBT AND EQUITY SECURITIES AND MORTGAGE-BACKED SECURITIES As permitted under guidance issued by the Financial Accounting Standards Board in November 1995, during the quarter ended December 31, 1995, the Company transferred $99.1 million of its mortgage-backed securities and debt and equity securities previously classified as held to maturity to the available for sale classification. Additionally, mortgage-backed securities with a carrying value and market value of approximately $15.4 million, previously classified as available for sale, were transferred to the held to maturity portfolio. NOTE 3: LOANS RECEIVABLE, NET In connection with the adoption of SFAS Nos. 114 and 118, at March 31, 1996, the Company's recorded investment in impaired loans was $15.3 million, all of which were on nonaccrual status. Due to charge-offs, or the crediting of interest payments to principal, the loans do not have an impairment reserve at March 31, 1996. Interest income of $.2 million was recognized on these loans during the three and six months ended March 31, 1996. This represents actual interest payments received. The average recorded investment in impaired loans during the three and six months ended March 31, 1996 amounted to $14.2 million and $14.5 million, respectively. The allowance for possible loan losses contains additional amounts for impaired loans, as deemed necessary, to maintain reserves at levels considered adequate by management. NOTE 4: COMMITMENTS, CONTINGENCIES AND CONTRACTS At March 31, 1996, Home Federal had commitments of $91.9 million to originate first mortgage and cooperative residential loans. Of this amount, adjustable rate mortgage loans represented $51.7 million and fixed rate mortgage loans with interest rates ranging from 5.875% to 10.25%, represented $40.2 million. Home Federal also had commitments to sell $2.2 million of qualified fixed rate first mortgage loans at prices which approximate the carrying value of the loans. 10 11 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 March 31, 1996, outstanding notional amounts of interest rate swap arrangements totaled $245.0 million. These interest rate swap arrangements have maturities ranging from April 1996 to December 1996. The Savings Bank has also entered into $600.0 million of interest rate swap arrangements, $400.0 million of which begin in June 1996 and mature in June 1997, and $200.0 million of which begin in December 1996 and mature in June 1997. At March 31, 1996, the Savings Bank was servicing first mortgage loans of approximately $592.9 million, which are either partially or wholly-owned by others. NOTE 5: STOCK REPURCHASE PLAN During the quarter ended March 31, 1996, New York Bancorp repurchased 286,806 shares under its present stock repurchase plan, bringing total purchases during the current fiscal year to 546,806 shares. At March 31, 1996, the total number of Treasury shares amounted to 3,022,203. Additionally, at March 31, 1996, the Company had authority to repurchase up to an additional 840,472 shares. 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. NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS 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. 11 12 In October 1995, the FASB issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation" ("SFAS No. 123"). The Statement is effective for fiscal years beginning after December 15, 1995. The Statement establishes accounting and reporting standards for stock-based employee compensation awards granted in fiscal years that begin after December 15, 1994. Examples of such plans are stock purchase plans, stock options, restricted stock, and stock appreciation rights. The Statement defines a fair value based method of accounting for employee stock options or similar equity instruments and encourages all entities to adopt that method of accounting. Entities may elect, however, to remain with previous accounting standards which do not require the fair value method of accounting. Those entities electing not to adopt the fair value method of accounting must make pro forma disclosures of net income and earnings per share as if the fair value method of accounting defined in the Statement were adopted. Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Management has not yet performed a review to determine the effect this Statement could have on the Company. NOTE 7: PROPOSED LEGISLATIVE MATTERS Pending Federal legislation currently provides for a one-time, special assessment on all SAIF insured deposits of approximately $.85 per $100 of deposits. If the assessment is made at the proposed rates, the effect on the Savings Bank would be a charge in the period enacted of approximately $6.8 million on an after-tax basis. It is anticipated that if the one-time assessment is levied, the Savings Bank may see a decrease in the annual deposit insurance premium in future periods. There have also been proposals to merge the SAIF with the BIF, eliminate the Federal Thrift Charter and, under certain conditions, require institutions to recapture a portion of their Federal, state and local bad debt reserves maintained for income tax purposes. If the bad debt recapture is made at the income tax rates currently in effect, the Company could have a one-time charge to future earnings of approximately $5.0 million on an after-tax basis related to the state and local bad debt recapture. No assurance can be given as to whether or when legislation as discussed above will be enacted or, if enacted, what the terms of such legislation would be. 12 13 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 a savings and loan holding company. The Company, through its subsidiary, Home Federal Savings Bank ("Home Federal" or the "Savings Bank"), operates as a community 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 mortgage-backed securities and debt and equity securities, including obligations of the U. S. Government and federal agencies, money market investments, corporate notes and other securities. On January 27, 1995, Hamilton Bancorp, Inc. was merged with and into New York Bancorp. The merger was accounted for as a pooling of interests, and as a result, the Company's consolidated financial statements for the six months ended March 31, 1995 includes the consolidated amounts of Hamilton Bancorp, Inc. for that same period. B. FINANCIAL POSITION Total assets at March 31, 1996 amounted to approximately $2.8 billion, reflecting a $22.8 million increase from the amount reported at September 30, 1995. As permitted under guidance issued by the Financial Accounting Standards Board in November 1995, during the quarter ended December 31, 1995, the Company transferred $99.1 million of its mortgage-backed securities and debt and equity securities previously classified as held to maturity to the available for sale classification. Additionally, mortgage-backed securities with a carrying value and market value of approximately $15.4 million, previously classified as available for sale, were transferred to the held to maturity portfolio. During the quarter ended March 31, 1996, the Company disclosed in a Form F-11 filing that it had purchased 377,560 shares, or 7.84%, of the outstanding common shares of North Side Savings Bank located in Floral Park, New York. 13 14 C. ASSET/LIABILITY MANAGEMENT The Company 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. The Company utilizes gap management as part of its approach to controlling interest rate risk and maximizing net interest margin. The Company 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 Company's cumulative one year gap as a percent of total interest-earning assets amounted to a positive 9.7% at March 31, 1996 as compared to a negative 8.8% at March 31, 1995 and a negative 12.5% at September 30, 1995. The movement to a positive one year gap was primarily achieved through interest rate swap arrangements. Management believes that the shift in the one year gap positions the Company well in the current interest rate environment. A positive gap denotes asset sensitivity which in a given period will result in more assets than liabilities being subject to repricing. Generally, asset sensitive gaps would result in a net positive effect on net interest margin and, consequently, net income in an increasing interest rate environment. Alternatively, asset sensitive gaps would generally result in a net negative effect on net interest margin and, consequently, net income in a decreasing 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 3.70% in the second quarter of fiscal year 1996, compared to 3.74% in the second quarter of fiscal year 1995. However, the net interest margin of 3.70% for the current quarter reflects a 9 basis point increase from the net margin of 3.61% for the quarter ended December 31, 1995. At March 31, 1996, 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 March 31, 1996, 54.61% 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. At March 31, 1996 Home Federal maintained interest rate swap arrangements with a notional amount of $245.0 million. 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 April 1996 to December 1996. 14 15 The Savings Bank has also entered into $600.0 million of interest rate swap arrangements, $400.0 million of which will begin in June 1996 and mature in June 1997 and $200.0 million of which will begin in December 1996 and mature in June 1997. In accordance with the provisions under the $600.0 million of interest rate swap arrangements, the Savings Bank will receive a variable rate (which will be matched against the related variable rate borrowing) and pay a fixed rate during the term of the swap. In connection with its asset/liability management strategy, the Savings Bank also uses interest rate cap and interest rate floor arrangements to assist in further insulating the Savings Bank from volatile interest rate changes. At March 31, 1996, the amount of unamortized gain on terminated interest rate floor arrangements amounted to $5.9 million. At March 31, 1996 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 MarketSmart CD's and MarketSmart I.R.A. CD's. The Savings Bank ceased offering MarketSmart CD's during fiscal year 1995 due to its inability to purchase stock indexed call options. D. LIQUIDITY AND CAPITAL RESOURCES Home Federal is required to maintain minimum levels of liquid assets as defined by the Office of Thrift Supervision (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 5.39% during March 1996 and 5.28% during September 1995. 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 March 31, 1996, New York Bancorp repurchased 286,806 shares under its present stock repurchase plan, bringing total purchases during the current fiscal year to 546,806 shares. At March 31, 1996, the total number of Treasury shares amounted to 3,022,203. Additionally, at March 31, 1996, the Company had authority to repurchase up to an additional 840,472 shares. 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. 15 16 As of March 31, 1996, 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..................... $142,698 5.19% $142,698 5.19% $153,140 11.85% Minimum regulatory requirement.................. 41,259 1.50 82,519 3.00 103,390 8.00 -------- ---- -------- ---- -------- ---- Excess........................ $101,439 3.69% $ 60,179 2.19% $ 49,750 3.85% ======== ==== ======== ==== ======== ==== - ----------------- (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. Implementation of this regulation has been delayed by the OTS. The Savings Bank does not anticipate that its risk-based capital requirement will be materially affected as a result of this 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. E. 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 and taxes. 16 17 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 annualized income or expense by the average balance of assets (which include nonaccrual loans) or liabilities, respectively, for the periods shown. Quarter Ended March 31, ----------------------------------------------------------------------- 1996 1995 --------------------------------- ---------------------------------- Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost ----------- -------- ------ ----------- -------- ------ (Dollars in Thousands) ASSETS: Interest-earning assets: First mortgage loans......................... $ 1,405,470 $ 28,450 8.10% $ 1,210,453 $ 25,525 8.44% Other loans.................................. 284,523 6,185 8.72 305,825 6,393 8.40 ----------- -------- --------- -------- Total loans................................ 1,689,993 34,635 8.20 1,516,278 31,918 8.43 Mortgage-backed securities................... 834,273 13,963 6.70 934,796 15,389 6.58 Money market investments..................... 6,795 91 5.40 21,116 302 5.80 Trading account securities................... -- -- -- 13,198 193 5.95 Debt and equity securities................... 89,909 1,402 6.25 72,591 1,188 6.57 ----------- -------- ----------- -------- Total interest-earning assets.................. 2,620,970 50,091 7.65 2,557,979 48,990 7.67 -------- -------- Non-interest-earning assets.................... 51,906 53,496 ----------- ----------- Total assets................................. $ 2,672,876 $ 2,611,475 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Deposits..................................... $ 1,747,091 15,363 3.54 $ 1,755,573 15,395 3.56 Borrowed funds............................... 725,158 10,378 5.75 655,497 9,465 5.83 ----------- -------- --------- -------- Total interest-bearing liabilities............. $ 2,472,249 25,741 4.19 2,411,070 24,860 4.17 -------- -------- Other liabilities.............................. 39,800 28,790 ---------- ----------- Total liabilities............................ 2,512,049 2,439,860 Shareholders' equity........................... 160,827 171,615 ---------- ----------- Total liabilities and shareholders' equity........................ $2,672,876 $ 2,611,475 ========== =========== NET INTEREST INCOME/INTEREST RATE SPREAD.......................................... $ 24,350 3.46% $ 24,130 3.50% ======== ==== ======== ==== NET EARNING ASSETS/NET INTEREST MARGIN................................. $ 148,721 3.70% $ 146,909 3.74% ========== ==== ========== ==== PERCENTAGE OF INTEREST-EARNING ASSETS TO INTEREST-BEARING LIABILITIES................. 106.02% 106.09% ====== ====== 17 18 Six Months Ended March 31, ------------------------------------------------------------------------- 1996 1995 ---------------------------------- --------------------------------- Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost ----------- -------- ------ ----------- --------- ------ (Dollars in Thousands) ASSETS: Interest-earning assets: First mortgage loans................... $ 1,395,811 $ 56,862 8.15% $ 1,193,367 $ 49,471 8.29% Other loans............................ 288,127 12,714 8.83 303,118 12,639 8.35 ----------- -------- ----------- --------- Total loans.......................... 1,683,938 69,576 8.26 1,496,485 62,110 8.30 Mortgage-backed securities............. 847,994 28,166 6.64 945,766 30,987 6.55 Money market investments............... 7,352 198 5.39 20,258 560 5.54 Trading account securities............. 439 13 5.70 13,108 355 5.44 Debt and equity securities............. 86,865 2,797 6.44 73,570 2,403 6.54 ----------- -------- ----------- --------- Total interest-earning assets............ 2,626,588 100,750 7.67 2,549,187 96,415 7.57 -------- --------- Non-interest-earning assets.............. 49,660 41,391 ----------- ----------- Total assets........................... $ 2,676,248 $ 2,590,578 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Deposits............................... $ 1,746,627 31,244 3.58 $ 1,765,856 30,384 3.45 Borrowed funds......................... 730,008 21,488 5.89 620,930 17,286 5.58 ----------- -------- ----------- -------- Total interest-bearing liabilities....... 2,476,635 52,732 4.26 2,386,786 47,670 4.00 -------- -------- Other liabilities........................ 41,054 29,715 ----------- ----------- Total liabilities...................... 2,517,689 2,416,501 Shareholders' equity..................... 158,559 174,077 ----------- ----------- Total liabilities and shareholders' equity.................. $ 2,676,248 $ 2,590,578 =========== =========== NET INTEREST INCOME/INTEREST RATE SPREAD.................................... $ 48,018 3.41% $ 48,745 3.57% ======== ==== ======== ==== NET EARNING ASSETS/NET INTEREST MARGIN........................... $ 149,953 3.66% $ 162,401 3.82% =========== ==== =========== ==== PERCENTAGE OF INTEREST-EARNING ASSETS TO INTEREST-BEARING LIABILITIES........... 106.05% 106.80% ====== ====== 18 19 F. COMPARISON OF THREE MONTHS ENDED MARCH 31, 1996 AND 1995 General ------- New York Bancorp's net income for the quarter ended March 31, 1996 was $9.2 million, or $.76 per share, compared to a net loss of $9.8 million for the quarter ended March 31, 1995 which included $16.8 million in non-recurring charges on an after-tax basis incurred in connection with the Hamilton Bancorp merger. Other 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 March 31, 1996 increased by $1.1 million, or 2.2%, to $50.1 million compared to the quarter ended March 31, 1995. The increase in interest income is attributable to a $63.0 million increase in average interest-earning assets which, however, was partially offset by a 2 basis point decline in yield. Interest and fee income on loans for the quarter ended March 31, 1996 increased by $2.7 million, or 8.5%, to $34.6 million compared to $31.9 million for the same quarter in 1995. The increase in loan income reflects a $173.7 million increase in the average loan balance to $1.690 billion and a 32 basis point increase in yield on other loans which, however, were partially offset by a 34 basis point decline in yield on first mortgage loans. Interest on mortgage-backed securities for the quarter ended March 31, 1996 decreased by $1.4 million to $14.0 million as compared to the same quarter in 1995. This decrease in income is primarily due to a $100.5 million decrease in the average balance which, however, was partially offset by a 12 basis point increase in yield. Money market investment income decreased $.2 million as a 40 basis point decrease in yield was coupled with a $14.3 million decrease in the average balance. Interest on trading account securities decreased $.2 million in the current quarter as compared to the prior year period as funds were not maintained in a trading account in the current period. The decrease in the average balance of money market investments and trading account securities is due to the Company investing these funds in higher yielding assets and/or utilizing the funds to reduce certain short-term borrowed funds. Interest and dividends on debt and equity securities increased by $.2 million to $1.4 million in the current quarter compared to $1.2 million in the comparable prior year quarter. The increase in such income is attributed to a $17.3 million increase in the average balance, partially offset by a 32 basis point decline in yield. Interest Expense ---------------- Interest expense on interest-bearing liabilities for the quarter ended March 31, 1996 increased by $.9 million, or 3.5%, to $25.7 million compared to the quarter ended March 31, 1995. The increase in interest expense for the quarter primarily reflects a $61.2 million growth in interest-bearing liabilities to $2.472 billion, coupled with a 2 basis point increase in cost on interest-bearing liabilities to 4.19%. The impact of the Savings Bank's use of interest rate swaps and other off-balance sheet instruments was to decrease interest expense by $.6 million for the quarter ended March 31, 1996 and increase interest expense by $21,000 for the quarter ended March 31, 1995. 19 20 Interest expense on deposits of $15.4 million for the quarter ended March 31, 1996 was substantially unchanged from the quarter ended March 31, 1995. The average cost of deposits declined slightly from 3.56% in 1995 to 3.54% in 1996, while the average balance of deposits declined by $8.5 million to $1.747 billion during the quarter ended March 31, 1996. Interest expense on borrowed funds increased $.9 million to $10.4 million for the quarter ended March 31, 1996 as compared to the quarter ended March 31, 1995. This increase reflects a $69.7 million increase in the average balance of borrowed funds to $725.2 million which, however, was partially offset by an 8 basis point decline in the average cost of borrowed funds from 5.83% during the quarter ended March 31, 1995 to 5.75% during the quarter ended March 31, 1996. Provision for Possible Loan Losses ---------------------------------- Home Federal provided $.3 million and $.4 million for possible loan losses during the quarters ended March 31, 1996 and 1995, respectively. The Savings Bank's ratio of its allowance for possible loan losses to total nonaccrual loans amounted to 67.3% and 67.0% at March 31, 1996 and 1995, respectively. At March 31, 1996, the Company's recorded investment in impaired loans was $15.3 million, all of which were on nonaccrual status. Due to charge-offs, or the crediting of interest payments to principal, the loans do not have an impairment reserve at March 31, 1996. Interest income of $.2 million was recognized on these loans during the quarter ended March 31, 1996. This represents actual interest payments received. The average recorded investment in impaired loans during the current quarter was $14.2 million. The allowance for possible loan losses contains additional amounts for impaired loans, as deemed necessary, to maintain reserves at levels considered adequate by management. 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 and members of management. 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. Utilizing these procedures, management believes that the allowance at March 31, 1996 is sufficient to cover anticipated losses inherent in the loan portfolios. Nonaccrual loans at March 31, 1996 amounted to $30.6 million, or 1.8% of total loans, as compared to $30.4 million, or 1.8% of total loans, at September 30, 1995 and as compared to $38.2 million, or 2.4% of total loans, at March 31, 1995. 20 21 The following table sets forth the Savings Bank's nonaccrual loans at the dates indicated: March 31, September 30, 1996 1995 -------- ------------- (In Thousands) Nonaccrual Loans - ---------------- First mortgage loans: One to four family conventional residential........ $ 13,134 $ 13,391 Commercial real estate.............................. 15,250 14,447 -------- -------- 28,384 27,838 Other loans - Cooperative residential loans........... 2,219 2,534 -------- -------- Total nonaccrual loans............................ $ 30,603 $ 30,372 ======== ======== 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 $803,000 and $966,000 for the three month periods ended March 31, 1996 and 1995, respectively. The amount of interest income that was recorded on these loans was $338,000 and $278,000 for the three month periods ended March 31, 1996 and 1995 respectively. Additionally, at March 31, 1996, the Savings Bank had $2.8 million in real estate owned as compared to $2.0 million at September 30, 1995 and as compared to $3.2 million at March 31, 1995. Further, at March 31, 1996 the Savings Bank also had 16 restructured commercial real estate loans amounting to approximately $7.6 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 $4.0 million of consumer and other loans which are past due 90 days and still accruing interest as of March 31, 1996. Of the $4.0 million, $2.9 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 March 31, 1996 was $20.6 million, which represented 67.3% of nonaccrual loans or 1.2% of total loans, compared to $21.3 million at September 30, 1995, which represented 70.0% of nonaccrual loans or 1.3% of total loans. 21 22 Summary of Loan Loss Experience ------------------------------- The following is a summary of the activity in the Savings Bank's allowance for possible loan losses for the quarters ended March 31: 1996 1995 -------- -------- (In Thousands) Allowance for possible loan losses, beginning of quarter................. $ 20,723 $ 25,838 Charge-offs: Commercial real estate.................................................. (44) (160) Residential real estate................................................. (178) (134) Other loans............................................................. (224) (377) -------- -------- Total charge-offs...................................................... (446) (671) Less recoveries - other loans........................................... 11 12 -------- -------- Net charge-offs......................................................... (435) (659) -------- -------- Addition to allowance charged to expense................................ 300 400 -------- -------- Allowance for possible loan losses, end of quarter...................... $ 20,588 $ 25,579 ======== ======== Net Interest Income After Provision for Possible Loan Losses ------------------------------------------------------------------ Net interest income after provision for possible loan losses for the quarter ended March 31, 1996 amounted to $24.1 million, representing an increase of $.3 million from the quarter ended March 31, 1995. This increase primarily reflects a $63.0 million increase in average interest earning assets, which was partially offset by a 4 basis point decline in the Savings Bank's net interest margin from 3.74% in 1995 to 3.70% in 1996. Other Operating Income ---------------------- Other operating income amounted to $4.1 million for the quarter ended March 31, 1996, compared to $.3 million for the prior year quarter, primarily reflecting a $2.7 million improvement in net gain (loss) on the sales of mortgage loans and securities available for sale, a $.4 million improvement in net real estate operations, and a $.4 million increase in banking related fees. 22 23 Other Operating Expenses ------------------------ Other operating expenses totaled $11.6 million, or 1.75% of average assets, during the quarter ended March 31, 1996, compared to $31.9 million during the quarter ended March 31, 1995, which included $19.0 million in merger and restructuring charges incurred in connection with the Hamilton Bancorp merger. Without the merger and restructuring expenses, other operating expenses would have totaled $12.9 million, or 1.96% of average assets, during the quarter ended March 31, 1995. Excluding the merger and restructuring expenses, other operating expenses declined $1.3 million for the current quarter compared to the comparable prior year quarter. This was primarily attributed to a $.5 million decrease in compensation and benefits and a $.4 million decrease in other expenses primarily as a result of consolidation efficiencies from the merger with Hamilton Bancorp in January 1995. Additionally, Federal deposit insurance premium expense was down by $.3 million, primarily reflecting the reduced premium relative to the Savings Bank's BIF insured deposits acquired in connection with its acquisition of Union Savings Bank in 1992. Income Tax Expense ------------------ Income taxes increased $5.3 million to $7.3 million for an effective tax rate of 44.4% during the quarter ended March 31, 1996. The quarter ended March 31, 1995 included $2.0 million in income tax expense, which reflected the non-deductibility of certain merger and restructuring charges. G. COMPARISON OF SIX MONTHS ENDED MARCH 31, 1996 AND 1995 General ------- New York Bancorp's net income for the six months ended March 31, 1996 was $17.0 million, or $1.40 per share, compared to a net loss of $3.3 million for the six months ended March 31, 1995, which included $16.8 million in non-recurring charges on an after-tax basis incurred in connection with the Hamilton Bancorp merger. Other comments regarding the components of net income are detailed in the following paragraphs. Interest Income --------------- Interest income on interest-earning assets for the six months ended March 31, 1996 increased by $4.3 million, or 4.5%, to $100.8 million compared to the six months ended March 31, 1995. The increase in interest income is attributable to a $77.4 million increase in average interest-earning assets, coupled with a 10 basis point increase in yield. 23 24 Interest and fee income on loans for the six months ended March 31, 1996 increased by $7.5 million, or 12.0%, to $69.6 million compared to $62.1 million for the same period in 1995. The increase in loan income reflects a $187.5 million increase in the average loan balance to $1.684 billion and a 48 basis point increase in yield on other loans which, however, were partially offset by a 14 basis point decline in yield on first mortgage loans. Interest on mortgage-backed securities for the six months ended March 31, 1996 decreased by $2.8 million to $28.2 million as compared to the same period in 1995. This decrease in income is primarily due to a $97.8 million decrease in the average balance which, however, was partially offset by a 9 basis point increase in yield. Money market investment income decreased $.4 million due to a $12.9 million decrease in the average balance and a 15 basis point decline in yield. Interest on trading account securities decreased $.3 million in the current six month period as compared to the prior year period as an increase in the yield of 26 basis points was more than offset by a decrease in the average balance of $12.7 million. The decrease in the average balance of money market investments and trading account securities is due to the Company investing these funds in higher yielding assets and/or utilizing the funds to reduce certain short-term borrowed funds. Interest and dividends on debt and equity securities increased by $.4 million to $2.8 million in the current six month period compared to $2.4 million in the comparable prior year period. The increase in such income is attributed to a $13.3 million increase in the average balance which, however, was partially offset by a 10 basis point decline in yield. Interest Expense ---------------- Interest expense on interest-bearing liabilities for the six months ended March 31, 1996 increased by $5.1 million, or 10.6%, to $52.7 million compared to the six months ended March 31, 1995. The increase in interest expense for the six months primarily reflects an $89.8 million growth in average interest-bearing liabilities to $2.477 billion coupled with a 26 basis point increase in cost on interest-bearing liabilities to 4.26%. The impact of the Savings Bank's use of interest rate swaps and other off- balance sheet instruments was to decrease interest expense by $1.3 million for the six months ended March 31, 1996 and increase interest expense by $.1 million for the six months ended March 31, 1995. Interest expense on deposits increased by $.9 million to $31.2 million for the six months ended March 31, 1996, compared to the six months ended March 31, 1995. This 2.8% increase reflects a 13 basis point increase in the average cost of deposits from 3.45% in 1995 to 3.58% in 1996. This increase, however, was partially offset by a $19.2 million decrease in the average balance of deposits to $1.747 billion in 1996. Interest expense on borrowed funds increased $4.2 million to $21.5 million for the six months ended March 31, 1996 as compared to the six months ended March 31, 1995. This increase reflects a $109.1 million increase in the average balance of borrowed funds to $730.0 million, coupled with a 31 basis point increase in the average cost of borrowed funds from 5.58% in 1995 to 5.89% in 1996. 24 25 Provision for Possible Loan Losses ---------------------------------- Home Federal provided $.6 million and $.9 million for possible loan losses during the six months ended March 31, 1996 and 1995, 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. Net Interest Income After Provision for Possible Loan Losses ------------------------------------------------------------ Net interest income after provision for possible loan losses for the six months ended March 31, 1996 amounted to $47.4 million, representing a decrease of $.4 million from the $47.8 million amount during the six months ended March 31, 1995. This decrease primarily reflects a 16 basis point decrease in the Savings Bank's net interest margin from 3.82% in 1995 to 3.66% in 1996, which was partially offset by a $77.4 million increase in average interest-earning assets. Other Operating Income ---------------------- Other operating income amounted to $6.7 million for the six months ended March 31, 1996, compared to $1.5 million for the prior year period, primarily reflecting a $3.6 million improvement in net gain (loss) on the sales of mortgage loans and securities available for sale, a $.9 million increase in banking related fees, and a $.6 million improvement in net real estate operations. Other Operating Expenses ------------------------ Other operating expenses totaled $23.5 million, or 1.76% of average assets, during the six months ended March 31, 1996, compared to $44.7 million the six months ended March 31, 1995, which included $19.0 million in merger and restructuring charges incurred in connection with the Hamilton Bancorp merger. Without the merger and restructuring expenses, other operating expenses would have totaled $25.7 million, or 1.99% of average assets during the six months ended March 31, 1995. Excluding the merger and restructuring expenses, other expenses declined $2.2 million for the current six month period compared to the prior year period. This was primarily attributed to a $1.2 million decrease in compensation and benefits and a $.5 million decrease in other expenses primarily as a result of consolidation efficiencies from the merger with Hamilton Bancorp in January 1995. Additionally, Federal deposit insurance premium expense decreased by $.5 million, primarily reflecting the reduced premium relative to the Savings Bank's BIF insured deposits acquired in connection with its acquisition of Union Savings Bank in 1992. 25 26 Income Tax Expense ------------------ Income taxes increased $5.6 million to $13.5 million for an effective tax rate of 44.3% during the six months ended March 31, 1996. The prior year period reflected the non-deductibility of certain merger and restructuring expenses and lower pre-tax income. 26 27 H. SELECTED FINANCIAL DATA The following table sets forth certain selected financial data. Three Months Ended Six Months Ended March 31, March 31, ----------------------- ----------------------- 1996 1995 1996 1995 --------- --------- --------- -------- (Dollars in Thousands, except per share amounts) FINANCIAL RATIOS (1) - -------------------- Average Yield: First mortgage loans...................................... 8.10% 8.44% 8.15% 8.29% Other loans............................................... 8.72 8.40 8.83 8.35 Money market investments.................................. 5.40 5.80 5.39 5.54 Trading account securities................................ N/A 5.95 5.70 5.44 Debt and equity securities................................ 6.25 6.57 6.44 6.54 Mortgage-backed securities................................ 6.70 6.58 6.64 6.55 All interest-earning assets............................ 7.65 7.67 7.67 7.57 Average cost: Deposits.................................................. 3.54 3.56 3.58 3.45 Borrowed funds............................................ 5.75 5.83 5.89 5.58 All interest-bearing liabilities....................... 4.19 4.17 4.26 4.00 Net interest rate spread..................................... 3.46 3.50 3.41 3.57 Net interest margin.......................................... 3.70 3.74 3.66 3.82 Average interest-earning assets to average interest-bearing liabilities....................... 106.02 106.09 106.05 106.80 Return on average assets..................................... 1.37 (1.50) 1.27 (.26) Return on average common equity.............................. 22.95 (22.85) 21.45 (3.93) Operating expense to average assets.......................... 1.75 4.87 1.76 3.45 Equity to asset ratio at March 31............................ 5.78 6.45 5.78 6.45 Cumulative one year gap as a percent of total interest-earning assets at March 31........................ +9.7% -8.8% +9.7% -8.8% SHARE INFORMATION: - ----------------- Earnings per share........................................ $ .76 $ (.73) $ 1.40 $ (.25) Weighted average number of common shares and equivalents outstanding............................. 12,130,549 13,377,124 12,176,481 13,191,066 Number of shares outstanding at March 31.................. 11,724,647 13,523,935 11,724,647 13,523,935 Book value per share at March 31.......................... $13.58 $12.59 $13.58 $12.59 NET INTEREST POSITION: - --------------------- Excess of average interest-earning assets over average interest-bearing liabilities............... $ 148,721 $ 146,909 $ 149,953 $ 162,401 LOAN HIGHLIGHTS: - --------------- Loan originations......................................... $ 80,660 $ 134,448 $ 151,280 $ 223,619 Loan purchases............................................ $ 82,804 $ 5,506 $ 91,315 $ 14,112 Loan sales................................................ $ 18,880 $ 4,827 $ 35,176 $ 18,893 Loans serviced for others at March 31..................... $ 592,919 $ 518,102 $ 592,919 $ 518,102 Loan servicing fees....................................... $ 438 $ 433 $ 841 $ 870 ADJUSTABLE RATE ASSETS AT MARCH 31: - ---------------------------------- First mortgage loans and mortgage-backed securities.............................................. $ 1,225,262 $ 926,552 $1,225,262 $ 926,552 Other loans, money market investments, trading account securities and debt and equity securities....... $ 244,803 $ 286,861 $ 244,803 $ 286,861 Total adjustable rate assets as a percent of total interest-earning assets........................ 54.61% 47.21% 54.61% 47.21% - ---------------- (1) Selected financial ratios were computed using daily average balances and annualized, where applicable. 27 28 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 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(1) 3.2 Bylaws of New York Bancorp Inc., as amended(2) 11 Statements re: computation of per share earnings 27 Financial Data Schedule (1) Incorporated by reference to Exhibits filed with New York Bancorp Inc.'s 1992 Form 10-K (2) Incorporated by reference to Exhibits filed with New York Bancorp Inc.'s 1994 Form 10-K (b) Reports on Form 8-K ------------------- None 28 29 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: May 14, 1996 By: /s/ Michael A. McManus, Jr. ----------------------------------- Michael A. McManus, Jr. President and Chief Executive Officer Date: May 14, 1996 By: /s/ Stan I. Cohen ----------------------------------- Stan I. Cohen Senior Vice President, Controller and Secretary 29