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, 1997 --------------------------- 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, 1997: 16,213,035. 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, 1997 and September 30, 1996 4 Consolidated Statements of Income for the Three and Six Months ended March 31, 1997 and 1996 5 Consolidated Statement of Changes in Shareholders' Equity for the Six Months ended March 31, 1997 6 Consolidated Statements of Cash Flows for the Six Months ended March 31, 1997 and 1996 7 - 8 Notes to Consolidated Financial Statements 9 - 11 Independent Accountants' Review Report 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 - 24 PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings 25 Item 2. Changes in Securities 25 Item 3. Defaults Upon Senior Securities 25 Item 4. Submission of Matters to a Vote of Security Holder 25 Item 5. Other Information 25 Item 6. Exhibits and Reports on Form 8-K 25 Signature Page 26 3 KPMG Peat Marwick LLP One Jericho Plaza Telephone 516 822 9100 Telefax 516 822 4575 Jericho, NY 11753 Independent Accountants' 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, 1997, and for the three and six month periods ended March 31, 1997 and 1996 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. 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, 1996, 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 29, 1996, 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, 1996, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived. /s/ KPMG Peat Marwick LLP April 18, 1997 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, 1997 1996 ------------ -------------- ASSETS - ------ Cash and due from banks ...................................... $ 12,500 $ 13,045 Money market investments ..................................... -- 10,700 Investment in debt and equity securities, net: Held to maturity (estimated market value of $617 and $641 at March 31, 1997 and September 30, 1996, respectively)...................... 619 643 Available for sale ........................................ 145,163 136,133 Mortgage-backed securities, net: Held to maturity (estimated market value of $546,954 and $534,602 at March 31, 1997 and September 30, 1996, respectively)...................... 564,061 550,817 Available for sale ........................................ 416,467 280,429 Federal Home Loan Bank stock.................................. 35,646 27,938 Loans receivable, net: First mortgage loans ....................................... 1,697,383 1,603,769 Other loans ................................................ 260,574 268,779 ----------- ----------- 1,957,957 1,872,548 Less allowance for possible loan losses..................... (19,767) (19,386) ----------- ----------- Total loans receivable, net................................ 1,938,190 1,853,162 Accrued interest receivable................................... 22,958 21,862 Premises and equipment, net................................... 12,488 12,927 Other assets.................................................. 26,905 33,251 ----------- ----------- Total assets .............................................. $ 3,174,997 $ 2,940,907 =========== =========== LIABILITIES & SHAREHOLDERS' EQUITY - ---------------------------------- LIABILITIES: Deposits ................................................... $ 1,709,232 $ 1,715,959 Borrowed funds ............................................. 1,235,447 1,008,786 Mortgagors' escrow payments ................................ 19,978 14,987 Accrued expenses and other liabilities ..................... 49,721 49,272 ----------- ----------- Total liabilities ......................................... 3,014,378 2,789,004 ----------- ----------- Commitments, contingencies and contracts (note 3) SHAREHOLDERS' EQUITY (notes 2 and 4) (1): Preferred stock, $.01 par value, 2,000,000 shares authorized; none issued .................. -- -- Common stock, $.01 par value, 30,000,000 shares authorized; 22,119,894 and 22,120,275 shares issued at March 31, 1997 and September 30, 1996, respectively; 16,380,511 and 16,648,200 shares outstanding at March 31, 1997 and September 30, 1996, respectively .......................... 221 221 Additional paid-in capital ................................. 66,538 65,429 Retained earnings, substantially restricted................. 161,996 145,686 Treasury stock, at cost, 5,739,383 and 5,472,075 shares at March 31, 1997 and September 30, 1996, respectively..... (66,991) (58,871) Unrealized depreciation on securities available for sale, net of tax benefit .................... (1,145) (562) ----------- ---------- Total shareholders' equity ................................ 160,619 151,903 ----------- ---------- Total liabilities and shareholders' equity ................ $ 3,174,997 $2,940,907 =========== ========== - ---------------------- (1) Share information has been restated to fully reflect the 3-for-2 stock split effective January 23, 1997. See accompanying notes to consolidated financial statements. 4 5 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENTS OF INCOME ----- (UNAUDITED) Three Months Ended Six Months Ended March 31, March 31, ---------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- (In Thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans: First mortgage loans .................... $ 34,276 $ 28,450 $ 67,292 $ 56,862 Other loans ............................. 5,599 6,185 11,344 12,714 -------- -------- -------- -------- Total interest and fees on loans........ 39,875 34,635 78,636 69,576 Mortgage-backed securities ............... 16,107 13,963 29,860 28,166 Debt and equity securities - taxable...... 3,081 1,402 5,974 2,797 Money market investments ................. 3 91 13 198 Trading account securities ............... -- -- -- 13 -------- -------- -------- -------- Total interest income................... 59,066 50,091 114,483 100,750 -------- -------- -------- -------- INTEREST EXPENSE: Deposits ................................. 13,667 15,363 27,761 31,244 Borrowed funds ........................... 15,122 10,378 28,566 21,488 -------- -------- -------- -------- Total interest expense.................. 28,789 25,741 56,327 52,732 -------- -------- -------- -------- Net interest income..................... 30,277 24,350 58,156 48,018 Provision for possible loan losses.......... (1,200) (300) (1,500) (600) -------- -------- -------- -------- Net interest income after provision for possible loan losses............... 29,077 24,050 56,656 47,418 -------- -------- -------- -------- NON-INTEREST INCOME: Loan fees and service charges ............ 699 790 1,516 1,421 Banking service fees ..................... 1,558 1,175 3,049 2,418 Fees from sale of investment products..... 573 444 934 637 Net gain on the sale of mortgage loans and securities available for sale.. 513 1,529 630 2,036 Other ................................... 4,574 108 4,636 236 -------- -------- -------- -------- Total non-interest income............... 7,917 4,046 10,765 6,748 -------- -------- -------- -------- NON-INTEREST EXPENSE: General and administrative: Compensation and benefits ............... 6,600 5,433 13,125 10,950 Occupancy, net .......................... 2,201 2,200 4,310 4,240 Advertising and promotion ............... 601 594 1,076 1,449 Federal deposit insurance premiums....... 482 932 1,241 1,897 Other ................................... 3,534 2,472 5,825 5,005 -------- -------- -------- -------- Total general and administrative........ 13,418 11,631 25,577 23,541 Real estate operations, net............... 466 (46) 735 87 -------- -------- -------- -------- Total non-interest expense.............. 13,884 11,585 26,312 23,628 -------- -------- -------- -------- Income before income tax expense........ 23,110 16,511 41,109 30,538 -------- -------- -------- -------- INCOME TAX EXPENSE: Federal expense ......................... 6,451 4,989 11,994 9,231 State and local expense .................. 2,746 2,346 4,938 4,303 -------- -------- -------- -------- Total income tax expense................ 9,197 7,335 16,932 13,534 -------- -------- -------- -------- Net income.............................. $ 13,913 $ 9,176 $ 24,177 $ 17,004 ======== ======== ======== ======== EARNINGS PER COMMON SHARE (note 2).......... $ .81 $ .50(1) $ 1.40 $ .93(1) (1) Per share amounts have been restated to fully reflect the 3-for-2 stock split effective January 23, 1997. 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, 1997 (UNAUDITED) Unrealized Depreciation 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, 1996........ $ 221 $ 65,429 $ 145,686 $ (58,871) $ (562) $ 151,903 Net income for the six months ended March 31, 1997................ -- -- 24,177 -- -- 24,177 Dividends declared on common stock........................ -- -- (4,964) -- -- (4,964) Cash paid in lieu of 381 fractional shares in the aggregate, resulting from 3-for-2 stock split............ -- (5) -- -- -- (5) Purchase of 451,711 shares of treasury stock................... -- -- -- (12,458) -- (12,458) Issuance of 184,403 shares upon exercise of stock options.......... -- 1,114 (2,903) 4,338 -- 2,549 Change in unrealized depreciation on securities available for sale, net of taxes....................... -- -- -- -- (583) (583) ----- -------- --------- --------- -------- ---------- Balance at March 31, 1997........... $ 221 $ 66,538 $ 161,996 $ (66,991) $ (1,145) $ 160,619 ===== ======== ========= ========== ========= ========= 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, ------------------------ 1997 1996 ---------- ---------- (In Thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ........................................ $ 24,177 $ 17,004 ---------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization .................... 1,157 1,079 Amortization and accretion of deferred fees, discounts and premiums .......................... 322 900 Provision for possible loan losses ............... 1,500 600 Provision for losses on foreclosed real estate.... 185 220 Net loss on sale of foreclosed real estate........ 108 68 Net gain on sale of mortgage loans and securities available for sale .............................. (630) (2,036) Payment of SAIF recapitalization ................. (9,432) -- Deferred income taxes ............................ 3,230 (468) Net decrease in trading account .................. -- 2,003 (Increase) decrease in accrued interest receivable (1,096) 684 Increase (decrease) in accrued interest payable... 59 (1,363) Increase in accrued expenses and other liabilities 10,424 3,699 (Increase) decrease in other assets .............. 2,721 (139) ---------- ---------- Total adjustments ................................ 8,548 5,247 ---------- ---------- Net cash provided by operating activities.......... 32,725 22,251 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Principal payments on loans ...................... 154,584 132,778 Principal payments on mortgage-backed securities... 59,671 42,466 Principal payments, maturities and calls on debt and equity securities ........................... 24 56,011 Proceeds on sales of loans ....................... 27,023 35,403 Proceeds on sales of mortgage-backed securities available for sale .............................. -- 84,281 Proceeds on sales of debt and equity securities available for sale .............................. 20,659 2,719 Investment in first mortgage loans ................ (239,750) (214,012) Investment in other loans ........................ (29,262) (29,259) Investment in mortgage-backed securities held to maturity......................................... (40,121) -- Investment in mortgage-backed securities available for sale......................................... (171,110) (82,445) Investment in debt and equity securities available for sale......................................... (29,000) (65,330) Proceeds on sales of foreclosed real estate........ 2,562 1,240 Net purchases of Federal Home Loan Bank stock...... (7,708) (5,212) Net purchases of premises and equipment............ (718) (1,083) ---------- ---------- Net cash used in investing activities ............. (253,146) (42,443) ---------- ---------- (Continued) 7 8 NEW YORK BANCORP INC. AND SUBSIDIARY ----- CONSOLIDATED STATEMENTS OF CASH FLOWS ----- (CONTINUED) Six Months Ended March 31, ------------------------ 1997 1996 ---------- ---------- (In Thousands) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in non-interest bearing demand, savings, money market, and NOW accounts....................... $ 7,211 $ (6,746) Net increase (decrease) in time deposits....................... (13,938) 6,017 Net increase (decrease) in borrowings with original maturities of three months or less............................ 1,461 (254,163) Proceeds from long-term borrowings............................. 532,059 458,000 Repayment of long-term borrowings ............................. (306,859) (185,050) Purchase of common stock for treasury ......................... (12,458) (11,688) Payment of common stock dividends ............................. (4,721) (4,787) Exercise of stock options ..................................... 1,435 795 Cash paid for fractional shares resulting from stock split..... (5) -- Increase in mortgagors' escrow accounts........................ 4,991 313 ---------- ---------- Net cash provided by financing activities...................... 209,176 2,691 ---------- ---------- Net decrease in cash and cash equivalents...................... (11,245) (17,501) Cash and cash equivalents at beginning of period............... 23,745 45,104 ---------- ---------- Cash and cash equivalents at end of period..................... $ 12,500 $ 27,603 ========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURES: Interest paid ................................................. $ 60,351 $ 55,177 ========== ========== Income taxes paid ............................................. $ 7,037 $ 7,583 ========== ========== Noncash investing and financing activities: Transfer of loans to real estate owned ....................... $ 1,985 $ 2,208 ========== ========= 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 Transfer of debt and equity securities held to maturity ========== ========= to debt and equity securities available for sale............. $ -- $ 15,000 ========== ========= 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 "Bank") and Subsidiaries, as of March 31, 1997 and September 30, 1996 and for the three and six month periods ended March 31, 1997 and 1996. 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, 1997 are not necessarily indicative of the results that may be expected for the entire fiscal year. NOTE 2: EARNINGS PER SHARE A 3-for-2 common stock split, effected in the form of a stock dividend, was distributed on January 23, 1997 to shareholders of record on January 9, 1997. Accordingly, information with respect to shares of common stock and earnings per share have been restated in all periods presented to fully reflect the stock split. Earnings per share is computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. The weighted average number of common stock and common stock equivalents outstanding for the calculation of primary earnings per share for the quarters ended March 31, 1997 and 1996 was 17,197,101 and 18,195,823, respectively, and 17,221,576 and 18,264,721 for the six months ended March 31, 1997 and 1996, respectively. NOTE 3: COMMITMENTS, CONTINGENCIES AND CONTRACTS At March 31, 1997, Home Federal had commitments of $88.3 million to originate first mortgage and cooperative residential loans. Of this amount, adjustable rate mortgage loans represented $76.8 million and fixed rate mortgage loans with interest rates ranging from 6.625% to 10.25%, represented $11.5 million. At March 31, 1997, Home Federal also had commitments to sell $4.0 million of qualified fixed rate first mortgage loans at prices which approximate the carrying value of the loans. 9 10 The Bank is a party to interest rate swap arrangements to extend the repricing or maturity of its liabilities in order to creat a more consistent and predictable interest rate spread. At March 31, 1997, outstanding notional amounts of interest rate swap arrangements totaled $400.0 million. The Bank pays a fixed weighted average rate of 4.72%, and receives a variable rate (5.47% at March 31, 1997) which adjusts monthly based on one month LIBOR. These interest rate swap arrangements mature in June 1997. Further, at March 31, 1997, the Bank maintained $700.0 million of interest rate collar arrangements which mature in August 1998. These interest rate collars provide for the Bank to receive payment when three month LIBOR exceeds 7.50%, and requires the Bank to pay when three month LIBOR is less than 5.00%, thereby reducing the Bank's exposure to a rising interest rate environment. At March 31, 1997 three month LIBOR was 5.77%. At March 31, 1997, the Bank was servicing first mortgage loans of approximately $593.5 million, which are either partially or wholly-owned by others. NOTE 4: STOCK REPURCHASE PLAN During the quarter ended March 31, 1997, New York Bancorp repurchased 353,725 shares under its present stock repurchase plan, bringing total purchases during the current fiscal year to 451,711 shares. At March 31, 1997, the total number of Treasury shares amounted to 5,739,383. Additionally, at March 31, 1997, the Company had authority to repurchase up to an additional 1,458,156 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 5: RECENT ACCOUNTING PRONOUNCEMENTS In June 1996, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No. 125"). The Statement is effective for transactions occurring after December 31, 1996. The Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Those standards are based on consistent application of a financial - components approach that focuses on control. Under that approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This Statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. 10 11 In December 1996, the FASB issued Statement of Financial Accounting Standards No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125" ("SFAS No. 127"). The Statement delays for one year the implementation of SFAS No. 125, as it relates to (1) secured borrowings and collateral, and (2) transfers of financial assets that are part of repurchase agreement, dollar-roll, securities lending and similar transactions. The Company has adopted portions of SFAS No. 125 (those not deferred by SFAS No. 127) effective January 1, 1997. Adoption of these portions did not have a significant effect on the Company's financial condition or results of operations. Based on its review of SFAS No. 125, management does not believe the portions of SFAS No. 125 which have been deferred by SFAS No. 127 will have a material effect on the Company. In February 1997, the FASB issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"). The Statement is effective for periods ending after December 15, 1997, and will require restatement of all prior-period earnings per share ("EPS") data presented. The Statement establishes standards for computing and presenting EPS. It replaces the presentation of primary EPS with basic EPS, and requires dual presentation of basic and diluted EPS on the face of the income statement. Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Based on its review of the Statement, management believes the adoption of SFAS No. 128 will result in basic earnings per share being modestly higher than the current primary earnings per share, and at the same time will have no material effect on diluted earnings per share of the Company. 11 12 NEW YORK BANCORP INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 "Bank"), operates as a community savings bank. The 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, multifamily and commercial mortgage loans, cooperative residential loans and consumer loans. The 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. B. FINANCIAL POSITION Total assets at March 31, 1997 amounted to approximately $3.2 billion, reflecting a $234.1 million increase from the amount reported at September 30, 1996. The increase primarily reflects a $149.3 million increase in mortgage-backed securities and an $85.0 million increase in loans receivable. The growth in assets was primarily funded by a $226.7 million increase in borrowed funds. 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 negative 9.7% at March 31, 1997 as compared to a negative 2.9% at September 30, 1996. 12 13 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 and, consequently, net income in a declining interest rate environment. Alternatively, liability sensitive gaps would generally result in a net negative effect on net interest margin and, consequently, net income 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 increased to 3.92% in the second quarter of fiscal year 1997, compared to 3.70% in the second quarter of fiscal year 1996. At March 31, 1997, the 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, 1997, 56.0% of such interest-earning assets were adjustable rate assets. Within the framework of the targeted one year gap, the 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 Bank uses interest rate collar, interest rate floor, and interest rate cap arrangements to assist in further insulating the Bank from volatile interest rate changes. At March 31, 1997, outstanding notional amounts of interest rate swap arrangements totaled $400.0 million. The Bank pays a fixed weighted average rate of 4.72%, and receives a variable rate (5.47% at March 31, 1997) which adjusts monthly based on one month LIBOR. These interest rate swap arrangements mature in June 1997. Additionally, at March 31, 1997, the Bank maintained $700.0 million of interest rate collar arrangements which mature in August 1998. These interest rate collars provide for the Bank to receive payment when three month LIBOR exceeds 7.5%, and requires the Bank to pay when three month LIBOR is less than 5.00%, thereby reducing the Bank's exposure to a rising interest rate environment. At March 31, 1997 three month LIBOR was 5.77%. Further, at March 31, 1997, the amount of unamortized gain on terminated interest rate floor and terminated interest rate swap arrangements amounted to $2.8 million and $.7 million, respectively. At March 31, 1997 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 August 1999. The Bank uses stock indexed call options for purposes of hedging its MarketSmart CD's and MarketSmart I.R.A. CD's. The Bank ceased offering MarketSmart CD's during fiscal year 1995 due to its inability to purchase such small quantities of stock indexed call options. 13 14 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 Bank actively manages its level of liquid assets to maximize net interest income. The Bank's ratio was 5.22% during March 1997 and 5.26% during September 1996. The 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 Bank does not foresee any problems in generating liquidity to meet its operational and regulatory requirements. The Bank's lending and investment activities are predominately funded by deposits, advances from and reverse repurchase agreements with the Federal Home Loan Bank of New York, 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, 1997, New York Bancorp repurchased 353,725 shares under its present stock repurchase plan, bringing total purchases during the current fiscal year to 451,711 shares. At March 31, 1997, the total number of Treasury shares amounted to 5,739,383. Additionally, at March 31, 1997, the Company had authority to repurchase up to an additional 1,458,156 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. As of March 31, 1997, Home Federal was categorized "adequately capitalized" under the "prompt corrective action regulations" and continued to exceed all regulatory capital requirements as detailed in the following table: TANGIBLE CAPITAL CORE CAPITAL(1) RISK-BASED CAPITAL(2) ----------------------- ----------------------- ------------------------ Amount Percentage(3) Amount Percentage(3) Amount Percentage(3) -------- -------------- -------- -------------- -------- --------------- (Dollars in Thousands) Capital for regulatory purposes .............. $ 156,628 4.91% $156,628 4.91% $175,776 11.76% Minimum regulatory requirement ........... 47,854 1.50 95,707 3.00 119,624 8.00 --------- ------ -------- ------ -------- ------ Excess ................. $ 108,774 3.41% $ 60,921 1.91% $ 56,152 3.76% ========= ====== ======== ====== ======== ====== (1) Under the OTS prompt corrective action regulations, the core capital requirement was effeectively 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) 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. Although the OTS has delayed implementation of this regulation, the Bank does not anticipate that its risk-based capital requirement will be materially affected as a result of the new regulation. (3) For tangible and core capital, the ratio is to adjusted total assets. For risk-based capital, the ratio is to total risk-weighted assets. 14 15 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, investments in debt and equity securities and money market 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. 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, ---------------------------------------------------------------- 1997 1996 ------------------------------- ----------------------------- Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost --------- -------- --------- ---------- --------- ------- (Dollars in Thousands) ASSETS: Interest-earning assets: First mortgage loans......... $ 1,666,753 $ 34,276 8.23% $ 1,405,470 $ 28,450 8.10% Other loans.................. 263,255 5,599 8.57 284,523 6,185 8.72 ----------- -------- ----------- -------- Total loans................ 1,930,008 39,875 8.28 1,689,993 34,635 8.20 Mortgage-backed securities... 943,887 16,107 6.83 834,273 13,963 6.70 Debt and equity securities... 177,116 3,081 6.97 89,909 1,402 6.25 Money market investments 222 3 5.35 6,795 91 5.40 ----------- -------- ----------- -------- Total interest-earning assets.... 3,051,233 59,066 7.75 2,620,970 50,091 7.65 -------- -------- Non-interest-earning assets.... 85,358 51,906 ----------- ----------- Total assets................. $ 3,136,591 $ 2,672,876 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Deposits..................... $ 1,696,558 13,667 3.27 $ 1,747,091 15,363 3.54 Borrowed funds............... 1,190,611 15,122 5.15 725,158 10,378 5.75 ----------- -------- ----------- -------- Total interest-bearing liabilities.................. 2,887,169 28,789 4.05 2,472,249 25,741 4.19 -------- -------- Other liabilities.............. 86,255 39,800 ----------- ----------- Total liabilities............ 2,973,424 2,512,049 Shareholders' equity........... 163,167 160,827 ----------- ----------- Total liabilities and shareholders' equity........ $ 3,136,591 $ 2,672,876 =========== =========== NET INTEREST INCOME/INTEREST RATE SPREAD..................... $ 30,277 3.70% $ 24,350 3.46% ======== ====== ======== ====== NET EARNING ASSETS/NET INTEREST MARGIN................. $ 164,064 3.92% $ 148,721 3.70% =========== ====== =========== ====== PERCENTAGE OF INTEREST-EARNING ASSETS TO INTEREST-BEARING LIABILITIES..................... 105.68% 106.02% ====== ====== 15 16 Six Months Ended March 31, ------------------------------------------------------------- 1997 1996 ----------------------------- ---------------------------- Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost --------- ---------- ------- ---------- --------- ----- (Dollars in Thousands) ASSETS: Interest-earning assets: First mortgage loans.............. $ 1,644,823 $ 67,292 8.18% $ 1,395,811 $ 56,862 8.15% Other loans....................... 265,392 11,344 8.56 288,127 12,714 8.83 ----------- -------- ----------- -------- Total loans..................... 1,910,215 78,636 8.24 1,683,938 69,576 8.26 Mortgage-backed securities........ 882,204 29,860 6.77 847,994 28,166 6.64 Debt and equity securities........ 171,366 5,974 6.97 86,865 2,797 6.44 Money market investments.......... 500 13 5.22 7,352 198 5.39 Trading account securities........ -- -- .-- 439 13 5.70 ----------- -------- ----------- -------- Total interest-earning assets....... 2,964,285 114,483 7.73 2,626,588 100,750 7.67 -------- -------- Non-interest-earning assets......... 74,901 49,660 ----------- ----------- Total assets...................... $ 3,039,186 $ 2,676,248 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Deposits.......................... $ 1,702,294 27,761 3.27 $ 1,746,627 31,244 3.58 Borrowed funds.................... 1,097,554 28,566 5.22 730,008 21,488 5.89 ----------- -------- ----------- -------- Total interest-bearing liabilities.. 2,799,848 56,327 4.04 2,476,635 52,732 4.26 -------- -------- Other liabilities................... 79,724 41,054 ----------- ----------- Total liabilities................. 2,879,572 2,517,689 Shareholders' equity................ 159,614 158,559 ----------- ----------- Total liabilities and shareholders' equity............. $ 3,039,186 $ 2,676,248 =========== =========== NET INTEREST INCOME/INTEREST RATE SPREAD.......................... $ 58,156 3.69% $ 48,018 3.41% ======== ====== ======== ====== NET EARNING ASSETS/NET INTEREST MARGIN...................... $ 164,437 3.91% $ 149,953 3.66% =========== ====== ========== ====== PERCENTAGE OF INTEREST-EARNING ASSETS TO INTEREST-BEARING LIABILITIES...... 105.87% 106.05% ====== ====== F. COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 AND 1996 General ------- New York Bancorp's net income for the quarters ended March 31, 1997 and 1996 was $13.9 million, or $.81 per share, and $9.2 million, or $.50 per share, respectively. The current quarter includes the receipt of $5.2 million on a tax settlement with the Internal Revenue Service, inclusive of $4.5 million in interest. 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, 1997 increased by $9.0 million, or 17.9%, to $59.1 million compared to the quarter ended March 31, 1996. The increase in interest income is attributable to a $430.3 million increase in average interest-earning assets, coupled with a 10 basis point increase in yield. 16 17 Interest and fee income on loans for the quarter ended March 31, 1997 increased by $5.2 million, or 15.1%, to $39.9 million compared to the same quarter in 1996. The increase in loan income reflects a $240.0 million increase in the average loan balance to $1.930 billion and a 13 basis point increase in yield on first mortgage loans which, however, were partially offset by a 15 basis point decline in yield on other loans. Interest on mortgage-backed securities for the quarter ended March 31, 1997 increased by $2.1 million to $16.1 million as compared to the same quarter in 1996. This increase is due to a $109.6 million increase in the average balance, coupled with a 13 basis point increase in yield. Interest and dividends on debt and equity securities increased by $1.7 million to $3.1 million in the current quarter compared to $1.4 million in the comparable prior year quarter. The increase in such income is attributed to an $87.2 million increase in the average balance, coupled with a 72 basis point increase in yield. Interest Expense ---------------- Interest expense on interest-bearing liabilities for the quarter ended March 31, 1997 increased by $3.0 million, or 11.8%, to $28.8 million compared to the quarter ended March 31, 1996. The increase in interest expense for the quarter primarily reflects a $414.9 million growth in interest-bearing liabilities to $2.887 billion which, however, was partially offset by a 14 basis point decrease in the cost of interest-bearing liabilities to 4.05%. The impact of the Bank's use of interest rate swaps and other off-balance sheet instruments was to decrease interest expense by $2.1 million and $.6 million for the quarters ended March 31, 1997 and 1996, respectively. Interest expense on deposits of $13.7 million for the quarter ended March 31, 1997 decreased $1.7 million from the quarter ended March 31, 1996. This decrease reflects a 27 basis point decline in the average cost of deposits from 3.54% in the 1996 quarter to 3.27% in the 1997 quarter, coupled with a $50.5 million decline in the average balance of deposits to $1.697 billion during the quarter ended March 31, 1997. The 27 basis point decrease in the cost of deposits primarily reflects a decline in the average rate paid on certificates of deposit. Interest expense on borrowed funds increased $4.7 million to $15.1 million for the quarter ended March 31, 1997 as compared to the quarter ended March 31, 1996. This increase reflects a $465.5 million increase in the average balance of borrowed funds to $1.191 billion which, however, was partially offset by a 60 basis point decline in the average cost of borrowed funds from 5.75% during the quarter ended March 31, 1996 to 5.15% during the quarter ended March 31, 1997. The decrease in the cost of borrowings is primarily due to the Bank's increased use of interest rate swaps, which decreased the average cost of borrowings 50 basis points in the current quarter. Off-balance financial instruments increased the cost of borrowings 5 basis points during the quarter ended March 31, 1996. Provision for Possible Loan Losses ---------------------------------- Home Federal provided $1.2 million and $.3 million for possible loan losses during the quarters ended March 31, 1997 and 1996, respectively. The increase in the provision for the current quarter primarily reflects management's assessment of recent events related to one nonaccrual loan. The Bank's ratio of its allowance for possible loan losses to total nonaccrual loans amounted to 70.1% and 67.3% at March 31, 1997 and 1996, respectively. 17 18 At March 31, 1997, the Company's recorded investment in impaired loans was $14.2 million, all of which were on nonaccrual status, compared with $11.9 million at September 30, 1996. Due to charge-offs, or the crediting of interest payments to principal, the loans do not have an impairment reserve at March 31, 1997. Interest income of $58,000 and $.2 million was recognized on these loans during the quarters ended March 31, 1997 and 1996, respectively. This represents actual interest payments received. The average recorded investment in impaired loans during the quarters ended March 31, 1997 and 1996 was $16.1 million and $14.2 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. As part of the Bank's determination of the adequacy of the allowance for loan losses, the 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, 1997 is sufficient to cover anticipated losses inherent in the loan portfolios. Nonaccrual loans at March 31, 1997 amounted to $28.2 million, or 1.4% of total loans, as compared to $25.6 million, or 1.4% of total loans, at September 30, 1996. The following table sets forth the Bank's nonaccrual loans at the dates indicated: March 31, September 30, 1997 1996 ---------- ------------- (In Thousands) Nonaccrual Loans - ---------------- First mortgage loans: One to four family conventional residential... $ 12,479 $ 12,092 Multifamily residential....................... 640 155 Commercial real estate........................ 13,572 11,758 --------- -------- 26,691 24,005 Other loans - cooperative residential loans..... 1,492 1,547 --------- -------- Total nonaccrual loans...................... $ 28,183 $ 25,552 ========= ======== 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 $715,000 and $803,000 for the three month periods ended March 31, 1997 and 1996, respectively. The amount of interest income that was recorded on these loans was $194,000 and $338,000 for the three month periods ended March 31, 1997 and 1996, respectively. 18 19 Additionally, at March 31, 1997, the Bank had $2.3 million in real estate owned as compared to $3.2 million at September 30, 1996. Further, at March 31, 1997 the Bank also had 15 restructured commercial real estate loans amounting to approximately $5.5 million, as compared to $5.8 million at September 30, 1996, 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 Bank also has $4.8 million of consumer and other loans which are past due 90 days and still accruing interest as of March 31, 1997. Of the $4.8 million, $3.8 million represent loans guaranteed by the United States Department of Education through the New York State Higher Education Services Corporation. The Bank's allowance for possible loan losses at March 31, 1997 was $19.8 million, which represented 70.1% of nonaccrual loans or 1.0% of total loans, compared to $19.4 million at September 30, 1996, which represented 75.9% of nonaccrual loans or 1.0% of total loans. Summary of Loan Loss Experience ------------------------------- The following is a summary of the activity in the Bank's allowance for possible loan losses for the quarters ended March 31: 1997 1996 -------- -------- (In Thousands) Allowance for possible loan losses, beginning of quarter.... $ 18,958 $ 20,723 Charge-offs: Commercial real estate ................................... -- (44) Residential real estate .................................. (283) (178) Other loans .............................................. (223) (224) -------- -------- Total charge-offs ........................................ (506) (446) Less recoveries: Commercial real estate ................................... 26 -- Residential real estate .................................. 74 -- Other loans .............................................. 15 11 -------- -------- Total recoveries......................................... 115 11 -------- -------- Net charge-offs .......................................... (391) (435) -------- -------- Addition to allowance charged to expense .................. 1,200 300 -------- -------- Allowance for possible loan losses, end of quarter......... $ 19,767 $ 20,588 ======== ======== Net Interest Income After Provision for Possible Loan Losses ------------------------------------------------------------ Net interest income after provision for possible loan losses for the quarter ended March 31, 1997 amounted to $29.1 million, representing an increase of $5.0 million from the quarter ended March 31, 1996. This increase primarily reflects a $430.3 million increase in average interest earning assets, coupled with a 22 basis point increase in the Bank's net interest margin from 3.70% in the 1996 quarter to 3.92% in the 1997 quarter. 19 20 Non-Interest Income ------------------- Non-interest income amounted to $7.9 million for the quarter ended March 31, 1997, compared to $4.0 million for the prior year comparable quarter. The $3.9 million increase in non-interest income reflects $.4 million more in banking service fee income and $4.5 million more in other income which, however, were partially offset by a decrease of $1.0 million in net gain on the sales of mortgage loans and securities available for sale. The $4.5 million increase in other income represents interest received on a tax settlement with the Internal Revenue Service. Non-Interest Expense -------------------- The general and administrative expense component of non-interest expense totaled $13.4 million, or 1.73% of average assets, for the quarter ended March 31, 1997, compared to $11.6 million, or 1.75% of average assets, for the quarter ended March 31, 1996. The $1.8 million increase in general and administrative expense reflects a $1.2 million increase in compensation and benefits and a $1.1 million increase in other expense, which, however, were partially offset by a $.5 million decrease in federal deposit insurance premiums. The increase in compensation and benefit expense was primarily attributable to the cost associated with stock appreciation rights as a result of the 12% increase in the price of the Company's stock during the current quarter. The increase in other expenses was primarily attributed to professional fees related to special projects. Income Tax Expense ------------------ Income tax expense increased $1.9 million to $9.2 million for an effective tax rate of 39.8% during the quarter ended March 31, 1997. Income tax expense was reduced by $.7 million during the current quarter as a result of a tax settlement with the Internal Revenue Service. Excluding the settlement amount, the effective tax rate was 42.8% for the current quarter versus an effective tax rate of 44.4% during the quarter ended March 31, 1996. G. COMPARISON OF SIX MONTHS ENDED MARCH 31, 1997 AND 1996 General ------- New York Bancorp's net income for the six months ended March 31, 1997 and 1996 was $24.2 million, or $1.40 per share, and $17.0 million or $.93 per share, respectively. The current six month period includes the receipt of $5.2 million on a tax settlement with the Internal Revenue Service, inclusive of $4.5 million in interest. 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, 1997 increased by $13.7 million, or 13.6%, to $114.5 million compared to the six months ended March 31, 1996. The increase in interest income is attributable to a $337.7 million increase in average interest-earning assets, coupled with a 6 basis point increase in yield. 20 21 Interest and fee income on loans for the six months ended March 31, 1997 increased by $9.1 million, or 13.0%, to $78.6 million compared to the same period in 1996. The increase in loan income reflects a $226.3 million increase in the average loan balance to $1.910 billion and a 3 basis point increase in yield on mortgage loans which, however, were partially offset by a 27 basis point decline in yield on other loans. Interest on mortgage-backed securities for the six months ended March 31, 1997 increased by $1.7 million to $29.9 million as compared to the same period in 1996. This increase in income is due to a $34.2 million increase in the average balance coupled with a 13 basis point increase in yield. Interest and dividends on debt and equity securities increased by $3.2 million to $6.0 million in the current six month period compared to $2.8 million in the comparable prior year period. The increase in such income is attributed to an $84.5 million increase in the average balance coupled with a 53 basis point increase in yield. Interest Expense ---------------- Interest expense on interest-bearing liabilities for the six months ended March 31, 1997 increased by $3.6 million, or 6.8%, to $56.3 million compared to the six months ended March 31, 1996. The increase in interest expense for the six months reflects a $323.2 million growth in average interest-bearing liabilities to $2.800 billion which, however, was partially offset by a 22 basis point decrease in cost on interest-bearing liabilities to 4.04%. The impact of the Bank's use of interest rate swaps and other off-balance sheet instruments was to decrease interest expense by $3.6 million and $1.3 million for the six months ended March 31, 1997 and 1996, respectively. Interest expense on deposits decreased by $3.5 million to $27.8 million for the six months ended March 31, 1997, compared to the six months ended March 31, 1996. This 11.1% decrease reflects a 31 basis point decrease in the average cost of deposits to 3.27% in 1997 from 3.58% in 1996, coupled with a $44.3 million decrease in the average balance of deposits to $1.702 billion in the 1997 period. The decrease in the cost of deposits primarily reflects a 42 basis point decline in the average rate paid on certificates of deposit. Interest expense on borrowed funds increased $7.1 million to $28.6 million for the six months ended March 31, 1997 as compared to the six months ended March 31, 1996. This increase reflects a $367.5 million increase in the average balance of borrowed funds to $1.098 billion, which, however, was partially offset by a 67 basis point decrease in the average cost of borrowed funds to 5.22% in the 1997 period from 5.89% in the 1996 period. The decrease in the cost of borrowings is primarily due to the Bank's increased use of interest rate swaps, which decreased the average cost of borrowings 42 basis points in the current six month period. Off-balance financial instruments decreased the cost of borrowings one basis point during the six months ended March 31, 1996. 21 22 Provision for Possible Loan Losses ---------------------------------- Home Federal provided $1.5 million and $.6 million for possible loan losses during the six months ended March 31, 1997 and 1996, respectively. The increase in the provision for the current six month period reflects management's assessment of recent events related to one nonaccrual loan. At March 31, 1997, the Company's recorded investment in impaired loans was $14.2 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, 1997. Interest income of $.2 million was recognized on these loans during each of the six month periods ended March 31, 1997 and 1996. This represents actual interest payments received. The average recorded investment in impaired loans during the six months ended March 31, 1997 and 1996 was $14.1 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. 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, 1997 amounted to $56.7 million, representing an increase of $9.2 million from the six months ended March 31, 1996. This increase reflects a 25 basis point increase in the Bank's net interest margin from 3.66% in the 1996 period to 3.91% in the 1997 period, coupled with a $337.7 million increase in average interest-earning assets. Non-Interest Income ------------------- Non-interest income amounted to $10.8 million for the six months ended March 31, 1997, compared to $6.7 million for the prior year period. The $4.1 million increase in non-interest income reflects $.6 million more in banking service fee income, $.3 million more in fees from the sale of investment products, and $4.4 million more in other income, which however, were partially offset by a decrease of $1.4 million in net gains on the sale of mortgage loans and securities available for sale. The increase in other income reflects the $4.5 million in interest received on a tax settlement with the Internal Revenue Service. Non-Interest Expense -------------------- The general and administrative expense component of non-interest expense totaled $25.6 million, or 1.69% of average assets, for the six months ended March 31, 1997, compared to $23.5 million, or 1.76% of average assets, for the six months ended March 31, 1996. The $2.1 million increase in general and administrative expense reflects a $2.2 million increase in compensation and benefits and a $.8 million increase in other expense, which, however, were partially offset by a $.4 million decrease in advertising expense, and a $.7 million decrease in federal deposit insurance premiums. The increase in compensation and benefit expense was primarily attributable to the cost associated with stock appreciation rights as a result of the 38% increase in the price of the Company's stock during the current six month period. The increase in other expense was primarily attributed to professional fees related to special projects. 22 23 Income Tax Expense ------------------ Income tax expense increased $3.4 million to $16.9 million for an effective tax rate of 41.2% during the six months ended March 31, 1997. Excluding the $.7 million received in the tax settlement with the Internal Revenue Service, the effective tax rate would have been 42.9% for the current six month period versus an effective tax rate of 44.3% for the comparable prior year period. H. PROPOSED LEGISLATIVE MATTERS Two bills have been introduced in Congress that would eliminate the federal savings association charter. These bills would require all federal savings associations convert to national banks or state-chartered institutions by either January 1, 1998 or June 30, 1998, depending upon which bill was enacted. Federal associations that fail to convert would automatically become national banks. Additionally, the OTS would be eliminated. Both bills provide for the merger of the Bank Insurance Fund and the Savings Association Insurance Fund provided that each fund is fully capitalized. Both bills would also require federal savings associations to divest activities or investments that do not conform to powers authorized under their new charter over a specified period. Further, savings and loan holding companies would become subject to the same regulation as holding companies that control banks, subject to a narrow grandfathering for unitary savings and loan holding companies. No assurance can be given as to whether legislation as discussed above will be enacted or, if enacted, what the terms of such legislation would be. 23 24 I. SELECTED FINANCIAL DATA The following table sets forth certain selected financial data. Three Months Ended Six Months Ended March 31, March 31, ------------------------- ----------------------- 1997 1996 1997 1996 ----------- ---------- ---------- ----------- (Dollars in Thousands, except per share amounts) FINANCIAL RATIOS (1) - -------------------- Average Yield: First mortgage loans.......................... 8.23% 8.10% 8.18% 8.15% Other loans................................... 8.57 8.72 8.56 8.83 Mortgage-backed securities.................... 6.83 6.70 6.77 6.64 Debt and equity securities - taxable.......... 6.97 6.25 6.97 6.44 Money market investments...................... 5.35 5.40 5.22 5.39 Trading account securities.................... N/A N/A N/A 5.70 All interest-earning assets................ 7.75 7.65 7.73 7.67 Average cost: Deposits...................................... 3.27 3.54 3.27 3.58 Borrowed funds................................ 5.15 5.75 5.22 5.89 All interest-bearing liabilities........... 4.05 4.19 4.04 4.26 Net interest rate spread......................... 3.70 3.46 3.69 3.41 Net interest margin.............................. 3.92 3.70 3.91 3.66 Average interest-earning assets to average interest-bearing liabilities........... 105.68 106.02 105.87 106.05 Return on average assets......................... 1.80 1.37 1.60 1.27 Return on average common equity.................. 34.58 22.95 30.38 21.45 Efficiency ratio................................. 40.46 43.29 40.10 44.64 General and administrative expense to average assets................................. 1.73 1.75 1.69 1.76 Equity to asset ratio at March 31................ 5.06 5.78 5.06 5.78 Cumulative one year gap as a percent of total interest-earning assets at March 31 ........... -9.7 +9.7 -9.7 +9.7 SHARE INFORMATION(2): - -------------------- Earnings per common share..................... $ .81 $ .50 $1.40 $ .93 Weighted average number of common shares and equivalents outstanding................. 17,197,101 18,195,823 17,221,576 18,264,721 Number of shares outstanding at March 31...... 16,380,511 17,586,970 16,380,511 17,586,970 Book value per share at March 31.............. $9.81 $9.05 $9.81 $9.05 NET INTEREST POSITION: - --------------------- Excess of average interest-earning assets over average interest-bearing liabilities... $ 164,064 $ 148,721 $ 164,437 $ 149,953 LOAN HIGHLIGHTS: - --------------- Loan originations............................. $ 123,623 $ 80,660 $ 257,175 $ 151,280 Loan purchases................................ $ 2,896 $ 82,804 $ 14,105 $ 91,315 Loan sales.................................... $ 10,149 $ 18,880 $ 27,130 $ 35,176 Loans serviced for others at March 31......... $ 593,469 $ 592,919 $ 593,469 $ 592,919 Loan servicing fees........................... $ 429 $ 438 $ 874 $ 841 ADJUSTABLE RATE ASSETS AT MARCH 31: - ---------------------------------- First mortgage loans and mortgage-backed securities.................................. $ 1,529,117 $ 1,225,262 $ 1,529,117 $ 1,225,262 Other loans, money market investments, and debt and equity securities.................. $ 217,616 $ 244,803 $ 217,617 $ 244,803 Total adjustable rate assets as a percent of total interest-earning assets............ 55.99% 54.61% 55.99% 54.61% (1) Selected financial ratios were computed using daily average balances and annualized, where applicable. (2) Share and per share information have been restated to fully reflect the 3-for-2 stock split effective January 23, 1997. 24 25 PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings - -------------------------- During the quarter ended March 31, 1997, purported class action complaints filed by Adar Equities, Ltd. and Serious Software Corp. on behalf of the shareholders of the former Hamilton Bancorp, Inc. were dismissed without prejudice. No compensation in any form has passed directly or indirectly to the plaintiffs or their attorneys and no promise to give any such compensation has been made. 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 1996 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 25 26 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 13, 1997 By: /s/ Michael A. McManus, Jr. -------------------------------- Michael A. McManus, Jr. President and Chief Executive Officer Date: May 13, 1997 By: /s/ Stan I. Cohen -------------------------------- Stan I. Cohen Senior Vice President, Controller and Secretary 26