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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE PERIOD ENDED:
SEPTEMBER 30, 2002
------------------
NORTH FORK BANCORPORATION, INC.
-------------------------------
(Exact name of Company as specified in its charter)
DELAWARE 36-3154608
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 BROADHOLLOW ROAD, MELVILLE, NEW YORK 11747
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(631) 844-1004
(Company's telephone number, including area code)
Indicate by check mark whether the Company (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 Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OF COMMON STOCK NUMBER OF SHARES OUTSTANDING - 11/12/02
- --------------------- ---------------------------------------
$.01 PAR VALUE 161,493,953
1
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
North Fork Bancorporation, Inc. and Subsidiaries
1) Consolidated Balance Sheets
2) Consolidated Statements of Income
3) Consolidated Statements of Cash Flows
4) Consolidated Statements of Changes in Stockholders' Equity
5) Consolidated Statements of Comprehensive Income
6) Condensed Notes to Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is contained throughout Item 2,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and is incorporated by reference herein.
ITEM 4. CONTROLS AND PROCEDURES
Senior management, including the Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as
defined in Rule 13(a) - 14(c) under the Securities Exchange Act of
1934, as amended) as of a date within 90 days prior to the filing
date of this report. Based upon that evaluation, senior
management, including the Chief Executive Officer and Chief
Financial Officer concluded that, our disclosure controls and
procedures were effective in alerting them in a timely manner to
any material information relating to the Company that is required
in our SEC filings. Further, there were no significant changes
made in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of the
evaluation performed by the Chief Executive Officer and Chief
Financial Officer.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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) The following exhibits are submitted herewith:
Exhibit # Description
- --------- -----------
(11) Statement Re: Computation of Per Share Earnings.
(99.1) Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(99.2) Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
2
(b) Current Reports on Form 8-K
We filed the following Current Reports on Form 8-K during the period
from July 1, 2002 to the date of the filing of this report:
1. Current Report on Form 8-K, dated July 3, 2002, announcing
that Standard and Poor's raised the credit ratings for both
North Fork and North Fork Bank.
2. Current Report on Form 8-K, dated July 15, 2002, announcing
earnings for the second quarter of 2002, that we were added to
the S&P 500 index and that Moody's Investor Service raised its
credit ratings on North Fork and its subsidiaries.
3. Current Report Form 8-K, dated July 30, 2002, announcing that
we agreed to sell $500 million of subordinated notes and that
our Chief Executive Officer and Chief Financial Officer
submitted to the Securities and Exchange Commission their
sworn statements relating to the accuracy of documents,
previously filed by the Company under the Securities and
Exchange Act of 1934, as amended.
4. Current Report on Form 8-K, dated September 4, 2002,
announcing that we will be presenting at the Putnam Lovell
Conference on September 4, 2002.
5. Current Report on Form 8-K, dated September 19, 2002,
announcing that we issued a press release discussing the
general trends of our business and potential operating results
for the third quarter of 2002. Additionally, we announced that
we will be presenting at the RBC Capital Markets Financial
Institution Conference on September 20, 2002.
6. Current Report on Form 8-K, dated October 2, 2002, announcing
that our Second Annual Investor Conference will be held in New
York City on October 3, 2002.
7. Current Report of Form 8-K, dated October 16, 2002, announcing
earnings for the third quarter of 2002.
8. Current Report on Form 8-K, dated November 6, 2002, announcing
that we will be presenting at the Banc Analysts Association of
Boston Conference on November 7, 2002.
3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
(in thousands, except per share amounts) 2002 2001 2001
-----------------------------------------------------
ASSETS:
Cash & Due from Banks.................................................. $ 310,525 $ 333,250 $ 279,856
Money Market Investments............................................... 67,687 17,684 22,411
Securities:
Available-for-Sale ($3,634,438 , $1,618,979 and $1,713,614
pledged at September 30, 2002, December 31, 2001 and
September 30, 2001, respectively) 7,996,879 5,043,557 4,358,279
Held-to-Maturity ($ 273,135, $468,628 and $526,665 pledged at
September 30, 2002, December 31, 2001 and September 30,
2001, respectively) 435,726 709,965 800,997
-----------------------------------------------------
Total Securities................................................. 8,432,605 5,753,522 5,159,276
-----------------------------------------------------
Loans, Net of Unearned Income.......................................... 11,299,675 10,399,691 9,907,220
Less: Allowance for Loan Losses............................ 112,649 103,801 94,245
-----------------------------------------------------
Net Loans............................................ 11,187,026 10,295,890 9,812,975
-----------------------------------------------------
Goodwill............................................................... 398,783 398,785 313,648
Identifiable Intangibles .............................................. 25,078 28,489 17,646
Premises & Equipment .................................................. 123,017 110,779 107,088
Accrued Income Receivable ............................................. 107,614 93,400 96,969
Other Assets .......................................................... 172,199 200,304 98,514
-----------------------------------------------------
Total Assets ..................................................... $20,824,534 $17,232,103 $15,908,383
=====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Demand Deposits ....................................................... $ 3,093,616 $ 2,702,753 $ 2,249,498
Savings Deposits ...................................................... 3,382,698 3,131,471 2,969,540
NOW & Money Market Deposits........................................... 2,906,905 2,037,518 1,517,512
Time Deposits.......................................................... 2,048,991 2,340,883 2,160,202
Certificates of Deposit, $100,000 & Over............................... 1,140,171 1,090,681 1,075,288
-----------------------------------------------------
Total Deposits.................................................... 12,572,381 11,303,306 9,972,040
-----------------------------------------------------
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase............................................ 3,757,300 2,142,182 2,358,782
Subordinated Debt...................................................... 499,117 - -
Capital Securities..................................................... 266,678 244,364 244,357
Other Borrowings....................................................... 1,550,000 1,550,000 1,551,788
Due To Brokers......................................................... 105,425 200,602 64,127
Accrued Expenses & Other Liabilities................................... 420,260 354,641 306,663
-----------------------------------------------------
Total Liabilities................................................ $19,171,161 $15,795,095 $14,497,757
-----------------------------------------------------
STOCKHOLDERS' EQUITY:
Preferred Stock, par value $1.00; authorized 10,000,000
shares, unissued.................................................... - - -
Common stock, par value $0.01; authorized 500,000,000 shares;
issued 174,580,778 shares at September 30, 2002.................... 1,746 1,746 1,746
Additional Paid in Capital............................................. 371,288 364,345 356,451
Retained Earnings...................................................... 1,525,950 1,337,564 1,286,694
Accumulated Other Comprehensive Income................................. 38,820 10,341 41,425
Deferred Compensation.................................................. (51,962) (42,535) (27,770)
Treasury Stock at cost; 11,083,374 shares at
September 30, 2002.................................................. (232,469) (234,453) (247,920)
-----------------------------------------------------
Total Stockholders' Equity....................................... 1,653,373 1,437,008 1,410,626
-----------------------------------------------------
Total Liabilities and Stockholders' Equity....................... $20,824,534 $17,232,103 $15,908,383
=====================================================
See Accompanying Notes to Consolidated Financial Statements
4
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
---------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
(in thousands, except per share amounts) 2002 2001 2002 2001
---------------------------------------------------------------
INTEREST INCOME:
Loans......................................................... $203,711 $196,231 $598,300 $586,616
Mortgage-Backed Securities.................................... 88,705 71,268 249,324 194,014
Other Securities.............................................. 8,795 9,291 25,900 31,665
U.S. Treasury & Government Agency Securities.................. 321 2,022 1,115 6,163
State & Municipal Obligations ................................ 3,203 2,101 8,653 6,263
Money Market Investments...................................... 167 419 568 1,960
---------------------------------------------------------------
Total Interest Income...................................... 304,902 281,332 883,860 826,681
---------------------------------------------------------------
INTEREST EXPENSE:
Savings, NOW & Money Market Deposits.......................... 16,797 20,282 47,481 65,349
Time Deposits................................................. 12,681 26,574 46,802 88,750
Certificates of Deposit, $100,000 & Over...................... 6,207 10,743 20,429 31,743
Federal Funds Purchased & Securities Sold Under
Agreements to Repurchase.................................. 26,515 26,422 68,203 80,075
Subordinated Debt............................................. 4,333 - 4,333 -
Capital Securities ........................................... 2,632 5,140 12,461 15,420
Other Borrowings.............................................. 19,340 19,969 58,476 66,110
---------------------------------------------------------------
Total Interest Expense..................................... 88,505 109,130 258,185 347,447
---------------------------------------------------------------
Net Interest Income........................................ 216,397 172,202 625,675 479,234
Provision for Loan Losses..................................... 6,250 4,500 18,750 12,250
---------------------------------------------------------------
Net Interest Income after Provision for Loan Losses........ 210,147 167,702 606,925 466,984
---------------------------------------------------------------
NON-INTEREST INCOME:
Customer Related Fees & Service Charges....................... 19,894 14,779 57,198 41,863
Investment Management, Commissions & Trust Fees............... 3,882 4,281 13,476 12,289
Mortgage Banking Operations................................... 1,790 1,133 4,419 3,220
Check Cashing Fees............................................ 696 742 2,172 2,329
Other Operating Income........................................ 2,909 2,186 8,934 7,181
Securities Gains, net......................................... 2,689 1,802 4,070 7,010
Derivative Gain............................................... - - - 7,943
---------------------------------------------------------------
Total Non-Interest Income................................ 31,860 24,923 90,269 81,835
---------------------------------------------------------------
NON-INTEREST EXPENSE:
Employee Compensation & Benefits.............................. 45,551 33,042 129,364 92,723
Occupancy & Equipment, net.................................... 14,398 10,614 41,278 31,197
Other Operating Expenses...................................... 17,796 13,944 50,472 39,775
Amortization of Identifiable Intangibles..................... 1,137 710 3,411 2,130
Amortization of Goodwill ..................................... - 4,767 - 14,292
---------------------------------------------------------------
Total Non-Interest Expense................................ 78,882 63,077 224,525 180,117
---------------------------------------------------------------
Income Before Income Taxes.................................... 163,125 129,548 472,669 368,702
Provision for Income Taxes.................................... 56,278 44,694 163,071 127,202
---------------------------------------------------------------
Net Income............................................... $106,847 $ 84,854 $309,598 $241,500
===============================================================
Earnings Per Share - Basic.................................... $0.67 $0.53 $1.93 $1.51
Earnings Per Share - Diluted.................................. $0.66 $0.53 $1.91 $1.50
Cash Dividends ............................................... $0.25 $0.21 $0.74 $0.63
Weighted Average Shares Outstanding - Basic................... 160,307 159,682 160,398 159,429
Weighted Average Shares Outstanding - Diluted................. 162,248 161,602 162,305 161,264
See Accompanying Notes to Consolidated Financial Statements
5
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 2001
----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income......................................................................... $309,598 $241,500
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Provision for Loan Losses.......................................................... 18,750 12,250
Depreciation and Amortization...................................................... 16,597 12,476
Amortization of Goodwill & Identifiable Intangible Assets.......................... 3,411 16,422
Amortization of Securities Premiums................................................ 20,680 6,559
Accretion of Discounts and Net Deferred Loan Fees.................................. (36,747) (25,605)
Net Security Gains................................................................. (4,070) (7,010)
Purchases of Trading Assets........................................................ (16,685) -
Sales of Trading Assets............................................................ 18,091 -
Derivative Gains................................................................... - (7,943)
Other, Net......................................................................... 63,781 79,487
-----------------------------------
Net Cash Provided by Operating Activities...................................... 393,406 328,136
-----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Securities Held-to-Maturity........................................... (551) (5,057)
Maturities, Redemptions, Calls and Principal Repayments on
Securities Held-to-Maturity.................................................... 274,041 188,855
Purchases of Securities Available-for-Sale......................................... (5,193,723) (1,657,391)
Proceeds from Sales of Securities Available-for-Sale............................... 120,530 198,055
Maturities, Redemptions, Calls and Principal Repayments on
Securities Available-for-Sale.................................................. 2,100,964 837,633
Loans Originated, Net of Principal Repayments and Charge-offs...................... (1,070,126) (578,062)
Proceeds from the Sale of Loans.................................................... 172,859 67,544
Transfers to Other Real Estate, net of sales....................................... 20 51
Purchases of Premises and Equipment, net........................................... (22,184) (18,690)
-----------------------------------
Net Cash Used in Investing Activities.......................................... (3,618,170) (967,062)
-----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase in Customer Deposit Liabilities....................................... 1,269,075 802,845
Net Increase/(Decrease) in Federal Funds Purchased &
Securities Sold Under Agreements to Repurchase................................. 1,615,118 (93,577)
Proceeds from the Issuance of Subordinated Debt.................................... 495,929 -
Purchase of Treasury Stock......................................................... (21,088) (8,051)
Exercise of Options and Common Stock Sold for Cash................................. 12,439 27,008
Cash Dividends Paid................................................................ (119,431) (97,066)
-----------------------------------
Net Cash Provided by Financing Activities...................................... 3,252,042 631,159
-----------------------------------
Net Increase/(Decrease) in Cash and Cash Equivalents........................... 27,278 (7,767)
Cash and Cash Equivalents at Beginning of the Period............................... 350,934 310,034
-----------------------------------
Cash and Cash Equivalents at End of the Period..................................... $378,212 $302,267
===================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest Expense............................................................... $261,088 $336,341
===================================
Income Taxes................................................................... 95,453 86,255
===================================
Securities Transferred from Held-to-Maturity to Available-for-Sale
in Accordance with SFAS No. 133................................................ - 119,578
===================================
During the Period the Company Purchased Various Securities which
Settled in the Subsequent Period............................................... 105,425 64,127
===================================
See Accompanying Notes to Consolidated Financial Statements
6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
(Dollars in thousands, except per share amounts)
Additional Other
Common Paid in Retained Comprehensive Deferred Treasury
Stock Capital Earnings Income Compensation Stock Total
------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000 $1,746 $359,679 $1,147,375 $ 9,694 $(32,474) $(272,102) $1,213,918
Net Income................................ - - 241,500 - - - 241,500
Cash Dividends ($.63 per share)........... - - (102,181) - - - (102,181)
Issuance of Stock (120,814 shares)........ - 971 - - - 2,406 3,377
Purchases of Treasury Stock (313,900 shares) - - - - - (8,051) (8,051)
Restricted Stock Activity, net............ - 19 - - 4,704 (981) 3,742
Stock Based Compensation Activity, net.... - (4,218) - - - 30,808 26,590
Accumulated Other Comprehensive Income.... - - - 31,731 - - 31,731
------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2001............... $1,746 $356,451 $1,286,694 $41,425 $(27,770) $(247,920) $1,410,626
====================================================================================
BALANCE, DECEMBER 31, 2001................ $1,746 $364,345 $1,337,564 $10,341 $(42,535) $(234,453) $1,437,008
Net Income................................ - - 309,598 - - - 309,598
Cash Dividends ($.74 per share)........... - - (121,212) - - - (121,212)
Issuance of Stock (103,265 shares)........ - 1,844 - - - 2,097 3,941
Restricted Stock Activity, net............ - 7,470 - - (9,427) 7,719 5,762
Stock Based Compensation Activity, net.... - (2,371) - - - 13,256 10,885
Purchases of Treasury Stock (600,000 shares) - - - - - (21,088) (21,088)
Accumulated Other Comprehensive Income.... - - - 28,479 - - 28,479
------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2002............... $1,746 $371,288 $1,525,950 $38,820 $(51,962) $(232,469) $1,653,373
====================================================================================
See Accompanying Notes to Consolidated Financial Statements
7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, September 30, SEPTEMBER 30, September 30,
2002 2001 2002 2001
------------------------------------------------------------------
Net Income.................................................. $106,847 $ 84,854 $309,598 $241,500
------------------------------------------------------------------
OTHER COMPREHENSIVE INCOME/(LOSS), BEFORE TAXES:
UNREALIZED GAINS/(LOSSES) ON SECURITIES:
Changes in Unrealized Gains/(Losses) Arising
During The Period..................................... 8,257 57,403 72,080 89,510
Less: Reclassification Adjustment For Gains
Included in Net Income................................ (2,689) (1,802) (4,070) (7,010)
------------------------------------------------------------------
5,568 55,601 68,010 82,500
==================================================================
UNREALIZED GAINS/(LOSSES) ON DERIVATIVE INSTRUMENTS:
Transitional Gain Recognized From The Effect of A
Change in Accounting Principle........................ - - - 2,161
Changes in Unrealized Gains/(Losses) Arising During
the Period............................................ (13,258) (27,506) (18,047) (28,990)
------------------------------------------------------------------
(13,258) (27,506) (18,047) (26,829)
==================================================================
Other Comprehensive Income/(Loss), before taxes........... $ (7,690) $ 28,095 $ 49,963 $ 55,671
Income Tax (Expense)/Benefit on Items of Other
Comprehensive Income.................................. 3,306 (12,083) (21,484) (23,940)
------------------------------------------------------------------
Other Comprehensive Income/(Loss), net of taxes........... $ (4,384) $ 16,012 $ 28,479 $ 31,731
------------------------------------------------------------------
Comprehensive Income...................................... $102,463 $100,866 $338,077 $273,231
==================================================================
See accompanying notes to Consolidated Financial Statements.
8
NORTH FORK BANCORPORATION, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2002 AND 2001
Unless otherwise indicated or unless the context requires otherwise,
all references in this document to, "North Fork", "us", "we", "our" or similar
references mean North Fork Bancorporation, Inc.
FORWARD LOOKING STATEMENTS
This document, including information incorporated by reference,
contains "forward-looking statements" (as that term is defined in the Private
Securities Litigation Reform Act of 1995). In addition, senior management may
make forward-looking statements verbally to analysts, investors, the media, and
others. These forward looking statements may be identified by the use of such
words as: "believe", "expect", "anticipate", "intend", "plan", "estimate", or
words of similar meaning, or future or conditional verbs such as "will",
"would", "should", "could", or "may".
Examples of forward looking statements include, but are not limited to,
estimates with respect to our financial condition, expected or anticipated
revenues, results of operations and our business, with respect to:
- - projections of revenues, income, earnings per share, capital expenditures,
liabilities, dividends, capital structure, or other financial items;
- - descriptions of plans or objectives of management for future operations,
products, or services, including pending acquisition transactions;
- - forecasts of future economic performance; and
- - descriptions of assumptions underlying or relating to any of the foregoing.
By their nature, forward-looking statements are subject to risks and
uncertainties. There are a number of factors, many of which are beyond our
control, that could cause actual conditions, events, or results to differ
significantly from those described in the forward-looking statements.
Factors which could cause or contribute to such differences include but are not
limited to changes in:
- - general business and economic conditions on both a regional and national
level
- - worldwide political and social unrest, including acts of war and terrorism
- - increased competition in the products and services we offer and the markets
in which we conduct our business
- - the interest rate environment
- - fluctuations in the capital markets, which may directly or indirectly affect
our asset portfolio
- - legislative or regulatory developments, including changes in laws concerning
taxes, banking, securities, insurance and other aspects of the financial
services industry
- - technological changes, including the impact of the Internet
- - monetary and fiscal policies of the U.S. Government, including policies of
the U.S. Treasury and the Federal Reserve Board
- - accounting principles, policies, practices or guidelines
Any forward-looking statements made in this report or incorporated by
reference in this report are made as of the date of this report, and, except as
required by applicable law, we assume no obligation to update the
forward-looking statements or to update the reasons why actual results could
differ from those projected in the forward-looking statements. You should
consider these risks and uncertainties in evaluating forward-looking statements
and you should not place undue reliance on these statements.
COMPANY DESCRIPTION
We are a $20.8 billion multi-bank holding company headquartered in
Melville, New York. We operate 170 branches in the New York Metropolitan area,
substantially all of which are branches of North Fork Bank, a New York chartered
trust company and our primary subsidiary. At September 30, 2002, North Fork
Bank's assets and revenues constituted in excess of 90% of our consolidated
assets and revenue. North Fork Bank provides a variety of banking and financial
services to middle market and small business organizations, local government
units and retail banking customers in the greater New York Metropolitan area.
Our other subsidiaries offer financial services and related products such as
asset management, securities brokerage and sales of alternative investment
products. Our other banking subsidiary, Superior Savings of New England, N.A.,
is a nationally chartered bank that focuses on gathering deposits throughout the
northeast United States.
9
We conduct our business in a dense geographic area in, and contiguous
to, New York City, including the New York City boroughs of Manhattan, Queens,
Brooklyn and the Bronx and the four neighboring New York counties of Nassau,
Suffolk, Westchester and Rockland. This geographic area has a population
exceeding 11 million people comprising over 4 million households and total
deposits approximately of $378 billion. It is a market where a few
multi-national banking organizations control a significant portion of its
deposits. This competitively attractive environment provides multiple
opportunities to gain market share through organic growth and from mergers and
acquisitions.
In November 2001, North Fork Bank acquired the domestic business of
Commercial Bank of New York for $175 million in cash. As a result of the
transaction, we acquired $1.2 billion in total assets, including $310 million in
loans, as well as $898 million in deposits. The primary focus of this
acquisition was the addition of CBNY's nine branch locations and CBNY's customer
base in the borough of Manhattan, where we have been concentrating on generating
deposit growth by opening new branches and hiring experienced bankers. The
operating results of CBNY were not significant to our consolidated operating
results, consequently, pro forma results for CBNY are not presented.
BASIS OF PRESENTATION
Our accounting and reporting policies are in conformity with accounting
principles generally accepted in the United States of America and prevailing
practices within the financial services industry. The preparation of our
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Such estimates are
subject to change in the future as additional information becomes available or
previously existing circumstances are modified. Actual results could differ from
those estimates. In the opinion of management, all adjustments necessary for a
fair presentation of the results of operations in these financial statements
have been made. Our interim consolidated financial statements contained herein
have not been audited. We have no unconsolidated subsidiaries or unconsolidated
special purpose entities.
You should read these consolidated financial statements and related
management's discussion and analysis together with the financial information in
our 2001 Annual Report on Form 10-K, and the first and second quarter 2002 Form
10-Q's previously filed with the SEC. In reviewing and understanding our
financial information, you are encouraged to read and understand the significant
accounting policies which are used in preparing our consolidated financial
statements. These policies are described in Note 1 to the consolidated financial
statements which were presented in our 2001 Annual Report. There has not been
any significant changes in the factors or methodology used by management in
determining its accounting estimates or applied in its critical accounting
policies since December 2001, that are material in relation to our financial
condition or results of operations. Of these policies, we believe that those
underlying our accounting for our allowance for loan losses are the most
critical.
We recently used interest rate swaps to convert $200 million of capital
securities from fixed to variable rates. As a result of the changed
characteristics of these obligations, they are now reflected on the accompanying
consolidated balance sheets as a component of total borrowings rather than as a
minority interest in a consolidated subsidiary as previously reported. The
related costs associated with these obligations, previously included as a
component of non-interest expense, are now reflected on the accompanying
consolidated statements of income as a component of total interest expense. This
transfer had no impact on our previously reported net income and earnings per
share, however, it did result in adjustments our net interest margin and core
efficiency ratio. For comparative purposes, all prior periods have been adjusted
to reflect this transfer. On September 19, 2002, we filed a Current Report on
Form 8-K with the SEC that reflected the impact the aforementioned transfer had
on our historical financial information.
Results for the three and nine month periods ended September 30, 2002
are not necessarily indicative of the operating results that may be expected for
any subsequent interim period or for the year ended December 31, 2002.
RECENT ACCOUNTING DEVELOPMENTS
BUSINESS COMBINATIONS
In June 2001, the Financial Accounting Standards Board issued SFAS No.
141 "Business Combinations". SFAS 141 addresses the financial accounting and
reporting for business combinations and requires that all business combinations
initiated after June 30, 2001 be accounted for using the purchase method of
accounting and prohibits the use of pooling-of-interests method of accounting.
Pooling transactions initiated prior to that date were not affected. SFAS 141
also establishes guidelines as to how the purchase method is to be applied. This
guidance is similar to that previously contained in APB Opinion No. 16, however,
SFAS 141 establishes additional disclosure requirements for transactions
occurring after the effective date. SFAS 141 also requires identifiable
intangible assets acquired in a business combination to be recognized as an
asset apart from goodwill if they meet certain criteria. The requirements of
SFAS 141 were applied in our acquisition of CBNY.
GOODWILL AND OTHER INTANGIBLE ASSETS
We adopted SFAS No. 142 "Goodwill and Other Intangible Assets" as of
January 1, 2002. SFAS 142 addresses the initial recognition and measurement of
intangible assets acquired individually or with a group of other assets not
constituting a business
10
combination. Under SFAS 142, all goodwill and identifiable intangible assets
recognized as having an indefinite useful life, including those acquired before
its effective date, are not amortized but, assessed for impairment at least
annually. Intangible assets, having a finite life, are separately recognized and
amortized over their estimated useful lives. Intangible assets with finite
useful lives will continue to be reviewed for impairment in accordance with
previous pronouncements.
We were required to perform an initial impairment assessment on all
goodwill recognized within the first six months of our adoption of SFAS 142 to
determine if a transition impairment charge should be recognized. We completed
the initial impairment assessment by year end 2001 and determined that no
impairment charge was needed.
The consolidated statements of income for the three and nine months ended
September 30, 2001, shown for comparative purposes, reclassifies amortization
expense into two categories, amortization expense that would continue to be
amortizable under SFAS 142,, "Amortization of Identifiable Intangibles" and
amortization expense that would not continue to be amortizable under SFAS 142,
ie. "Amortization of Goodwill". The consolidated balance sheets for each of the
periods presented reflects the reclassification of identifiable intangible
assets which are not subject to amortization under SFAS 142, ie. goodwill.
Net income and earnings per share data adjusted to exclude that portion of
the discontinued amortization expense for the three and nine months ended
September 30, 2001, are as follows:
(in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------------
Net Income, as reported.................................... $84,854 $241,500
Amortization of Goodwill................................... 4,767 14,292
--------------------------------------------------------------
Net Income, as adjusted.................................... 89,621 255,792
--------------------------------------------------------------
Adjusted Earnings per Share:
Basic............................................. $ 0.56 $ 1.60
Diluted........................................... $ 0.55 $ 1.59
At September 30, 2002, identifiable intangible assets of $25.1 million
($50.4 million original balance less $25.3 million in accumulated amortization)
remain subject to future amortization. Amortization expense recognized during
the three and nine months ended September 30, 2002 was $1.1 million and $3.4
million, respectively, and is projected to be $3.8 million for the full year
(the full year amount reflects the adjustment of SFAS 147 described in more
detail below). Excluding the impact of any identifiable intangible assets that
may arise as a result of any future transactions, the full year amount of
amortization expense attributed to such assets is expected to decline over the
next five years by an insignificant amount.
ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS
In October 2002, the FASB issued SFAS No. 147 "Acquisitions of Certain
Financial Institutions". SFAS 147 removes acquisitions of financial institutions
from the scope of SFAS No. 72, "Accounting for Certain Acquisitions of Banking
or Thrift Institutions" and FASB Interpretation No. 9, "Applying APB Opinions
Nos.16 and 17 when a Savings and Loan Association or a Similar Institution Is
Acquired in a Business Combination Accounted for by the Purchase Method". SFAS
147 requires applicable transactions be accounted for in accordance with SFAS
141 and SFAS 142. Therefore, the requirement to recognize and subsequently
amortize goodwill no longer applies to acquisitions within the scope of SFAS
147. SFAS 147 also amends SFAS 144 by including long-term customer relationship
intangible assets of financial institutions. The provisions of SFAS 147 became
effective October 1, 2002. Upon adoption, we will restore previously amortized
identifiable intangibles totaling approximately $550,000.
ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS
In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002. We believe
that the adoption of this statement will not affect our earnings or financial
position.
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS
On January 1, 2002, we adopted SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and resolves
accounting and implementation issues related to previous pronouncements. More
specifically, it eliminates the allocation of goodwill to long-lived assets to
be tested for impairment and details both a probability - weighted and primary
asset approach to estimate cash flows in testing for impairment of a long-lived
asset. Our adoption of SFAS 144 has had no effect on our consolidated financial
statements.
ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
In July 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities" SFAS 146 is effective for exit or
disposed activities initiated after December 31, 2002, and requires costs
associated with exit or disposal activities to be recognized when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL SUMMARY
OVERVIEW
Selected financial highlights for the three and nine month periods
ended September 30, 2002 and 2001, are set forth in the table below. The
succeeding discussion and analysis describes the changes in components of
operating results giving rise to net income.
THREE MONTHS ENDED NINE MONTHS ENDED
-----------------------------------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
(in thousands, except ratios & per share amounts) 2002 2001 2002 2001
- -------------------------------------------------------------------------------------------------------------------------------
EARNINGS:
Net Income........................................ $106,847 $84,854 $309,598 $241,500
- -------------------------------------------------------------------------------------------------------------------------------
PER SHARE:
Earnings Per Share - Basic........................ $ 0.67 $ 0.53 $ 1.93 $ 1.51
Earnings Per Share - Diluted...................... $ 0.66 $ 0.53 $ 1.91 $ 1.50
Cash Dividends.................................... $ 0.25 $ 0.21 $ 0.74 $ 0.63
Dividend Payout Ratio............................. 37.96% 39.99% 38.79% 42.07%
Book Value........................................ $ 10.11 $ 8.70 $ 10.11 $ 8.70
Average Equivalent Shares - Basic................. 160,307 159,682 160,398 159,429
Average Equivalent Shares - Diluted............... 162,248 161,602 162,305 161,264
- -------------------------------------------------------------------------------------------------------------------------------
SELECTED RATIOS:
Return on Average Total Assets.................... 2.18% 2.13% 2.28% 2.11%
Return on Average Stockholders' Equity............ 25.49% 24.13% 25.66% 23.95%
Yield on Interest Earning Assets.................. 6.81% 7.65% 7.11% 7.84%
Cost of Funds..................................... 2.44% 3.61% 2.58% 3.98%
Net Interest Margin............................... 4.87% 4.73% 5.07% 4.60%
Core Efficiency Ratio............................. 31.37% 29.14% 30.80% 29.55%
-----------------------------------------------------------------------
RECENT DEVELOPMENTS:
- We were added to the S&P 500 Index as of the close of business
on July 16, 2002.
- We received upgraded ratings from both Standard & Poor's and
Moody's Investor Service in July 2002. Additionally, Fitch Ratings
revised its future outlook to positive (see the "Updated Credit
Ratings" section for more information).
- We issued $500 million in subordinated notes on August 7, 2002.
The notes qualify as Tier II regulatory capital (see the "Capital"
section for more information).
- We declared a quarterly cash dividend of $.25 per common share
(see the "Capital" section for more information).
During the third quarter, net income increased 26% to $106.8 million,
or diluted earnings per share of $.66, when compared to net income of $84.9
million, or diluted earnings per share of $.53, in the third quarter of 2001.
During the same periods, returns on average stockholders' equity and total
assets rose to 25.5% and 2.2%, respectively as compared to 24.1% and 2.1%,
respectively.
For the nine months ended September 30, 2002, net income rose 28% to
$309.6 million, or diluted earnings per share of $1.91, when compared to $241.5
million, or diluted earnings per share of $1.50, for the prior year period.
During the same period, returns on average stockholders' equity and total assets
were 25.7% and 2.3%, respectively.
The improvement in net income during the three and nine month periods ended
September 30, 2002 was primarily due to:
- an improvement in our net interest margin and net interest income
due to the decline in our cost of funds
- significant growth in interest earning assets including both loans
and securities
- growth in low cost core deposits, in part due to new branch
openings
- operating results of the former CBNY locations
- continued control of operating expenses, reflected by core
efficiency ratios of 31.4% and 30.8% for the three and nine months
ended.
- minimal exposure to credit losses resulting in annualized net
charge-offs of 13 basis points and 12 basis points for the three
and nine months, respectively.
Each of these elements is discussed in the succeeding sections.
12
NET INTEREST INCOME
Net interest income is the difference between interest earned on assets
and interest incurred on liabilities and constituted 91% of total revenue for
the period. Net interest income is affected by the level and composition of
assets, liabilities and equity, as well as changes in market interest rates.
Net interest margin is determined by dividing tax equivalent net
interest income by average interest-earning assets. The interest rate spread is
the difference between the average equivalent yield earned on interest-earning
assets and the average rate paid on interest-bearing liabilities. The net
interest margin is generally greater than the interest rate spread due to the
additional income earned on those assets funded by non-interest-bearing
liabilities, primarily demand deposits and stockholders' equity.
The following table presents an analysis of net interest income by each
major category of interest earning assets and interest-bearing liabilities for
the three months ended September 30;
2002 2001
----------------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands ) BALANCE INTEREST RATE BALANCE INTEREST RATE
----------------------------------------------------------------------------------
INTEREST EARNING ASSETS:
Securities (1)................................ $ 6,919,935 $106,345 6.10% $ 4,900,224 $ 89,205 7.22%
Loans, net (2)................................ 11,149,624 204,043 7.26% 9,881,877 196,436 7.89%
Money Market Investments...................... 37,275 236 2.51% 48,941 464 3.76%
--------------------------- ----------------------------
Total Interest Earning Assets (3)........... 18,106,834 310,624 6.81% 14,831,042 286,105 7.65%
--------------------------- ----------------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks....................... 362,328 283,989
Other Assets (1).............................. 980,012 686,543
--------------- --------------
Total Assets................................ $19,449,174 $15,801,574
=============== ==============
INTEREST BEARING LIABILITIES:
Savings, NOW & Money Market Deposits.......... $ 6,241,761 $ 16,797 1.07% $ 4,731,692 $ 20,282 1.70%
Time Deposits................................. 3,150,981 18,888 2.38% 3,278,046 37,317 4.52%
--------------------------- ----------------------------
Total Savings and Time Deposits............. 9,392,742 35,685 1.51% 8,009,738 57,599 2.85%
Federal Funds Purchased & Securities Sold
Under Agreements to Repurchase.............. 2,909,503 26,515 3.62% 2,197,591 26,422 4.77%
Subordinated Debt............................. 298,382 4,333 5.76% - -
Capital Securities............................ 252,378 2,632 4.14% 244,354 5,140 8.35%
Other Borrowings.............................. 1,550,000 19,340 4.95% 1,552,276 19,969 5.10%
--------------------------- ----------------------------
Total Borrowings............................ 5,010,263 52,820 4.18% 3,994,221 51,531 5.12%
--------------------------- ----------------------------
Total Interest Bearing Liabilities........ 14,403,005 88,505 2.44% 12,003,959 109,130 3.61%
--------------------------- ----------------------------
Rate Spread................................... 4.37% 4.04%
NON-INTEREST BEARING LIABILITIES
Demand Deposits............................... 2,956,411 2,144,161
Other Liabilities............................. 379,160 217,413
--------------- --------------
Total Liabilities............................ 17,738,576 14,365,533
Stockholders' Equity......................... 1,710,598 1,436,041
--------------- --------------
Total Liabilities and Stockholders' Equity.. $19,449,174 $15,801,574
=============== ==============
Net Interest Income and Net Interest Margin .. 222,119 4.87% 176,975 4.73%
Less: Tax Equivalent Adjustment (3)........... (5,722) (4,773)
----------- -------------
Net Interest Income...................... $216,397 $172,202
=========== =============
(1) For purposes of these computations, unrealized gains/(losses) on
available-for-sale securities are recorded in other assets.
(2) For purposes of these computations, non-accrual loans are included in
average loans
(3) Interest income on a tax equivalent basis includes the additional amount of
income that would have been earned if investment in tax exempt money market
investments and securities, state and municipal obligations, non-taxable
loans, public equity and debt securities, and U.S. Treasuries had been made
in securities and loans subject to Federal, State, and Local income taxes
yielding the same after tax income. The tax equivalent amount for $1.00 of
those aforementioned categories was $1.77, $1.68, $1.55, $1.23, and $1.35
for the three months ended September 30, 2002; and $1.77 , $1.62,
$1.55,$1.24, and $1.03 for the three months ended September 30, 2001.
13
The following table represents an analysis of net interest income by each major
category of interest earning assets and interest-bearing liabilities for the
nine-months ended September 30;
2002 2001
-----------------------------------------------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
(dollars in thousands ) BALANCE INTEREST RATE BALANCE INTEREST RATE
-----------------------------------------------------------------------------
INTEREST EARNING ASSETS:
Securities (1)................................ $ 6,059,830 $300,145 6.62% $ 4,570,450 $251,747 7.36%
Loans, net (2)................................ 10,823,088 599,274 7.40% 9,721,748 587,256 8.08%
Money Market Investments...................... 45,066 705 2.09% 58,963 2,147 4.87%
---------------------------- -------------------------
Total Interest Earning Assets (3)........... 16,927,984 900,124 7.11% 14,351,161 841,150 7.84%
---------------------------- -------------------------
NON INTEREST EARNING ASSETS:
Cash and Due from Banks....................... 355,476 272,727
Other Assets (1).............................. 906,352 666,151
--------------- -------------
Total Assets................................ $18,189,812 $15,290,039
=============== =============
INTEREST BEARING LIABILITIES:
Savings, NOW and Money Market Deposits........ $ 5,857,233 $ 47,481 1.08% $ 4,528,810 $ 65,349 1.93%
Time Deposits................................. 3,263,754 67,231 2.75% 3,214,331 120,493 5.01%
---------------------------- -------------------------
Total Savings and Time Deposits............. 9,120,987 114,712 1.68% 7,743,141 185,842 3.21%
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase.............. 2,356,337 68,203 3.87% 2,040,968 80,075 5.25%
Subordinated Debt............................. 100,554 4,333 5.76% - -
Capital Securities............................ 247,156 12,461 6.74% 244,349 15,420 8.44%
Other Borrowings.............................. 1,550,000 58,476 5.04% 1,650,238 66,110 5.36%
---------------------------- -------------------------
Total Borrowings 4,254,047 143,473 4.51% 3,935,555 161,605 5.49%
---------------------------- -------------------------
Total Interest Bearing Liabilities........ $13,375,034 $258,185 2.58% $11,678,696 $347,447 3.98%
---------------------------- -------------------------
Rate Spread................................... 4.53% 3.86%
NON-INTEREST BEARING LIABILITIES:
Demand Deposits............................... $ 2,813,337 $ 2,030,849
Other Liabilities............................. 355,764 202,743
--------------- -------------
Total Liabilities............................ 16,544,135 13,912,288
Stockholders' Equity......................... 1,645,677 1,377,751
--------------- -------------
Total Liabilities and Stockholders' Equity.. $18,189,812 $15,290,039
=============== =============
Net Interest Income and Net Interest Margin... $641,939 5.07% $493,703 4.60%
Less: Tax Equivalent Adjustment (3)........... (16,264) (14,469)
------------ -----------
Net Interest Income...................... $625,675 $479,234
============ ===========
(1) For purposes of these computations, unrealized gains/(losses) on
available-for-sale securities are recorded in other assets.
(2) For purposes of these computations, non-accrual loans are included in
average loans.
(3) Interest income on a tax equivalent basis includes the additional amount of
income that would have been earned if investment in tax exempt money market
investments and securities, state and municipal obligations, non-taxable
loans, public equity and debt securities, and U.S. Treasuries had been made
in securities and loans subject to Federal, State, and Local income taxes
yielding the same after tax income. The tax equivalent amount for $1.00 of
those aforementioned categories was $1.77, $1.66, $1.55, $1.24, and $1.12
for the nine months ended September 30, 2002; and $1.77, $1.61, $1.55,
$1.24, and $1.03 for the nine months ended September 30, 2001.
14
The following table summarizes the net interest margin components over the last
several quarters. Factors contributing to the net interest margin improvement
are outlined in the succeeding discussion and analysis.
2002 2001
3RD QTR 2nd Qtr 1st Qtr 4th Qtr 3rd Qtr 2nd Qtr 1st Qtr
-------------------------------------------------------------------------
INTEREST EARNING ASSETS:
Securities............................................. 6.10% 6.72% 7.20% 7.04% 7.22% 7.40% 7.49%
Loans, net ............................................ 7.26% 7.42% 7.54% 7.62% 7.89% 8.06% 8.30%
Money Market Investments............................... 2.51% 2.13% 1.79% 2.51% 3.76% 4.77% 5.89%
-------------------------------------------------------------------------
Total Interest Earning Assets................... 6.81% 7.16% 7.40% 7.41% 7.65% 7.84% 8.03%
=========================================================================
Total Savings and Time Deposits........................ 1.51% 1.63% 1.92% 2.28% 2.85% 3.30% 3.51%
Total Borrowings....................................... 4.18% 4.69% 4.76% 4.73% 5.12% 5.40% 5.94%
-------------------------------------------------------------------------
Total Interest Bearing Liabilities..................... 2.44% 2.55% 2.78% 3.10% 3.61% 3.96% 4.39%
=========================================================================
Interest Rate Spread................................... 4.37% 4.61% 4.62% 4.31% 4.04% 3.88% 3.64%
Net Interest Margin................................... 4.87% 5.18% 5.19% 4.93% 4.73% 4.62% 4.43%
The following table highlights the relative impact on net interest
income brought about by changes interest earning assets and interest bearing
liabilities as well as changes in average rates on such assets and liabilities.
Due to of the numerous simultaneous volume and rate changes during the period
analyzed, it is not possible to precisely allocate changes to volume or rate.
For presentation purposes, changes which are not solely due to volume changes or
rate changes have been allocated to these categories based on the respective
percentage changes in average volume and average rates as they compare to each
other.
THREE MONTHS ENDED NINE MONTHS ENDED
2002 VS. 2001 2002 VS. 2001
----------------------------------------------------------------------------------
CHANGE IN NET CHANGE IN NET
AVERAGE AVERAGE INTEREST AVERAGE AVERAGE INTEREST
(in thousands) VOLUME RATE INCOME VOLUME RATE INCOME
----------------------------------------------------------------------------------
INTEREST INCOME FROM EARNING ASSETS:
Securities...................................... $32,249 ($15,109) $17,140 $75,066 ($26,668) $48,398
Loans, net (2).................................. 23,965 (16,358) 7,607 63,333 (51,315) 12,018
Money Market Investments........................ (95) (133) (228) (422) (1,020) (1,442)
----------------------------------------------------------------------------------
Total Interest Income........................ 56,119 (31,600) 24,519 137,977 (79,003) 58,974
----------------------------------------------------------------------------------
INTEREST EXPENSE ON LIABILITIES:
Savings, NOW & Money Market Deposits............ 5,360 (8,845) (3,485) 15,800 (33,668) (17,868)
Time Deposits................................... (1,425) (17,004) (18,429) 666 (53,928) (53,262)
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase................ 7,453 (7,360) 93 11,221 (23,093) (11,872)
Subordinated Debt............................... 4,333 - 4,333 4,333 - 4,333
Capital Securities.............................. 164 (2,672) (2,508) 175 (3,134) (2,959)
Other Borrowings................................ (15) (614) (629) 5,205 (12,839) (7,634)
----------------------------------------------------------------------------------
Total Interest Expense....................... 15,870 (36,495) (20,625) 37,400 (126,662) (89,262)
----------------------------------------------------------------------------------
Net Change in Net Interest Income............... $40,249 $4,895 $45,144 $100,577 $47,659 $148,236
==================================================================================
(1) The above table is presented on a tax equivalent basis.
(2) Non-accrual loans are included in average loans, net.
Net interest income benefited from an increase of approximately 20% in
average interest earning assets between the respective quarters, resulting from
both loan growth and the addition of securities. These assets were funded in
part by deposit growth, short-term borrowings and the issuance of $500 million
in subordinated notes during the most recent quarter. Also contributing to the
increase in net interest income was the repositioning of our asset/liability mix
to benefit from the decline in market interest rates that has taken place over
the last two years. Although the net interest margin improved by 14 basis points
to 4.87% for the most recent quarter when compared to the same period of 2001,
we have been experiencing a decline in our net interest margin since reaching a
high in the first quarter. The current interest rate environment has also
contributed to increased loan demand, growth in core deposits and a reduction in
the overall cost of funds.
Interest income in the quarter increased $23.6 million or 8% to $304.9
million compared to the prior year period. Average interest earning assets grew
by $3.3 billion or 22% to $18.1 billion, while the yield declined 84 basis
points to 6.81% when compared
15
to the third quarter of 2001. During the third quarter of 2002, net interest
income increased $44.2 million or 26% to $216.4 million when compared to the
same quarter of 2001.
During the current quarter, average loans increased $1.3 billion or 13%
to $11.1 billion, compared to the same period in 2001 as loan yields declined 63
basis points to 7.26%. Accordingly, the impact of higher loan balances on net
interest income was partially offset by the decline in loan yields. As a result
of the loan portfolio composition, loan yields have tended to decline at a
slower pace than the corresponding decline in cost of funds. Strong growth has
been experienced in substantially all loan categories. Expansion into new
markets has broadened our customer base, while the introduction of additional
products has allowed us to leverage our existing customer base in our mature
markets. The commercial portfolios have benefited from our expanded presence in
the New York City market, growth in the equipment and lessor financing area, and
expansion of small business lending initiatives. The over-consolidation within
the market has also provided opportunities to prudently expand the commercial
portfolios. Consumer loans have benefited from the geographic expansion and
broadening network of active automobile dealers within our market. Loan growth
also provides opportunities for deposit growth as many products require
mandatory levels of compensating deposit balances. Our loan to deposit ratio
approximated to 90% as compared to 99% at September 20, 2001 thus providing
liquidity to fund future loan growth.
While we anticipate loan growth to continue in the near term, we also
expect loan yields to decline further due to recent reductions in market
interest rates.
Securities averaged $6.9 billion in the third quarter of 2002
representing an increase of $2.0 billion, or 41% compared with $4.9 billion in
the third quarter of 2001. During this same period, yields declined 112 basis
points to 6.10%. The growth in securities was primarily due to our decision to
leverage a portion of our excess capital by adding securities, primarily
mortgage backed securities. Additionally, the proceeds from the issuance of $500
million in subordinated notes were invested in mortgage backed securities near
the end of the quarter. The yield on the securities portfolio continues to be
negatively impacted by market interest rates and the increasing level of
prepayments.
Interest expense during the third quarter of 2002 declined $20.6
million, or 19% to $88.5 million when compared to $109.1 million in the same
period of 2001, while overall funding costs decreased 117 basis points to 2.44%.
These improvements resulted from rates resetting downward on interest bearing
deposits and short term borrowings, as well as the growth experienced in lower
cost core deposits.
The continued growth in core deposits is due in large measure to our
focused effort on expanding our branch network, particularly in Manhattan, the
introduction of new cash management products and services, an emphasis on
developing deposit relationships with borrowers, the over consolidation within
our market area, the current economic environment and to a lesser extent and
prevailing interest rates. In addition, the use of incentive compensation plans
and the maturity of previously acquired branches positively impacted aggregate
deposit balances. Average demand deposits increased $812 million, or 38%, to
$3.0 billion during the current quarter. At September 30, 2002, demand deposits
represented 25% of total deposits, as compared to 23% at September 30, 2001.
Average Savings, NOW and Money Market deposits increased $1.5 billion, or 32% to
$6.2 billion during the 2002 third quarter. During this same period, the
corresponding cost of funds declined by 63 basis points to 1.07%.
Average time deposits declined $127.1 million, or 4%, to $3.2 billion
(at a cost of 2.38%) during the third quarter of 2002 from $3.3 billion (costing
4.52%) during the third quarter of 2001. The 214 basis point decrease in the
cost of funds for these deposits reflects the decline in short-term market
interest rates discussed above. The average cost of funds is expected to remain
relatively stable for the balance of 2002.
Average total borrowings increased by $1.0 billion, or 25%, to $5.0
billion, while borrowing costs declined by 94 basis points to 4.18%. As
previously discussed, borrowing levels were impacted by the growth strategy.
Management's decision to convert $200 million of capital securities from fixed
to floating rates, in June 2002, reduced interest expense by $2.5 million in the
quarter as the related cost of funds declined 421 basis points to 4.14% in the
current quarter when compared to 8.35% in the same period of the prior year (See
"Derivatives" for additional information).
The decision to maintain a higher level of short-term repurchase
agreements has favorably impacted the net interest margin. The majority of these
borrowings are LIBOR based and have reset downward with changes in the federal
funds rate. Although the Federal Reserve reduced both the federal funds and
discount rates by 50 basis points on November 6, 2002, further reductions in
borrowing costs will be more moderate, as certain repurchase agreements and
other borrowings totaling $1.4 billion have been extended and their costs fixed
through the use of interest rate swaps. For the quarters ended September 30,
2002 and 2001, these swaps increased interest expense by $8.7 million and $2.6
million, respectively. For the nine months ended September 30, 2002 and 2001,
these swaps increased interest expense by $23.5 million and $2.4 million,
respectively (See "Derivatives" for additional information).
The recent Federal Reserve action to substantially lower short term
interest rates by 50 basis points should not have a material impact on the
fourth quarter margin. We continue to assess the full impact of this movement as
it relates to loan and deposit growth as well as future pricing. More
importantly, the move by the Federal Reserve suggests concern regarding
continued economic weakness. This, of course, has the potential along with any
military action in Iraq of materially affecting the industry's earnings. Also
any slowdown in economic activity could affect loan growth, deposit generation
and related pricing. After considering these factors, we still anticipate that
our net interest margin will range from 4.55% - 4.65% in the final quarter of
2002.
16
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses for the third quarter and first nine
months of 2002 amounted to $6.3 million and $18.8 million, respectively compared
to $4.5 million and $12.3 million, respectively for the 2001 periods. The
increase in the level of provisioning during 2002 is consistent with loan growth
during the past year and our provisioning methodology. As of September 30, 2002,
the ratios of the allowance for loan losses to non-performing loans was 798% and
the allowance for loan losses to total loans was 1.00%. Net charge-offs as an
annualized percentage of average loans was 13 basis points in the recent
quarter, compared with 11 basis points in the comparable prior year quarter.
The evaluation process for determining the adequacy of the allowance
for loan losses and the periodic provisioning for estimated losses included in
the consolidated financial statements is undertaken on a quarterly basis, but
may increase in frequency should conditions arise that would require our prompt
attention. Conditions giving rise to such action are business combinations,
opportunities to dispose of non-performing and marginally performing loans by
bulk sale or any development which may indicate an adverse trend.
We have completed several mergers and acquisitions of commercial banks
and thrift companies during the last several years. The loan underwriting
standards of these companies were generally less restrictive than ours, thereby
increasing the level of risk in the portfolio.
The methodology we employ for assessing the appropriateness of the
allowance consists of the following criteria:
- Establishment of reserve amounts for all specifically identified
criticized loans, including those arising from business
combinations and those that have been designated as requiring
special attention by our internal loan review program, bank
regulatory examinations or our external auditors.
- An average loss factor is applied to smaller balance homogenous
types of loans not subject to specific review. These loans
include residential 1-4 family properties and consumer loans.
- An allocation to the remaining loans giving effect to historical
loss experience over several years and linked to cyclical
trends.
Recognition is also given to the changed risk profile resulting from
previous business combinations, customer knowledge, the results of the ongoing
credit-quality monitoring processes and the cyclical nature of economic and
business conditions. An important consideration in applying these methodologies
is the concentration of real estate related loans located in the New York
metropolitan area.
The initial allocation or specific-allowance methodology commences with
loan officers and underwriters grading the quality of their loans on an
eight-category risk classification scale. Loans identified from this process as
below investment grade are referred to our independent Loan Review Department
("LRD") for further analysis and identification of those factors that may
ultimately affect the full recovery or collectibility of principal and/or
interest. These loans are subject to continuous review and monitoring while they
remain in the criticized category. Additionally, LRD is responsible for
performing periodic reviews of the loan portfolio that are independent from the
identification process employed by loan officers and underwriters. Loans that
fall into criticized categories are further evaluated and a range of reserve
amounts is established for each loan.
The second allocation or loss factor approach to common or homogenous
loans is made by applying the average loss factor to the outstanding balances in
each loan category, principally residential 1-4 family mortgages and consumer
loans.
The final allocation of the allowance is made by applying several years
of loss experience remaining to categories of loans. It gives recognition to the
loss experience of acquired businesses, business cycle changes and the real
estate components of loans.
Since many loans depend upon the sufficiency of collateral, any adverse
trend in the real estate markets could seriously affect underlying values
available to protect us from loss. This condition existed in the early 1990's
when we experienced sizable real estate loan losses.
Other evidence used to support the amount of the allowance and its
components is as follows:
- Regulatory examinations
- Amount and trend of criticized loans
- Actual losses
- Peer comparisons with other financial institutions
- Economic data associated with the real estate market in our
market area
- Opportunities to dispose of marginally performing loans for cash
consideration.
Based upon our evaluation process, we consider the allowance for loan
losses to be adequate at September 30, 2002. We anticipate charge-offs for the
fourth quarter of 2002 to be in line with previous quarters.
17
The following table is a summary of the changes in the allowance for loan losses
and reflects net charge-offs by loan type for the three and nine months ended
September 30, 2002:
THREE MONTHS ENDED NINE MONTHS ENDED
2002 2001 2002 2001
----------------------------------------------------------------------
(dollars in thousands)
Balance at Beginning of Period......................... $109,998 $92,853 $103,801 $89,653
Provision for Loan Losses.............................. 6,250 4,500 18,750 12,250
NET LOANS CHARGED-OFF:
Mortgage Loans - Commercial......................... 5 161 979 80
Consumer Loans...................................... 1,829 1,656 5,728 5,096
Commercial Loans.................................... 1,778 1,164 2,770 2,195
Mortgage Loans Residential.......................... (13) 215 422 372
Mortgage Loans - Multi-Family....................... - - 3 3
Construction and Land Loans......................... - (88) - (88)
----------------------------------------------------------------------
Balance at End of Period............................... $112,649 $94,245 $112,649 $94,245
======================================================================
Annualized Net Charge-Offs to Average Loans, net....... 0.13% 0.12% 0.12% 0.11%
NON-INTEREST INCOME
Non-interest income, exclusive of securities and derivative gains
improved by $6.1 million or 26% to $29.2 million in the third quarter and by
$19.3 million or 29% for the nine months of 2002 compared to the same periods of
2001. Contributing to the growth in non-interest income during the most recent
quarter was a $5.1 million, or 35% increase in customer related fees and service
charges to $19.9 million. This was primarily due to continued growth in
deposits, expansion of the customer base using fee based services and revisions
to fee schedules. Mortgage banking income increased by $.7 million or 58% as
loan origination and refinancing activity continues to benefit from the current
interest rate environment. Other operating income also improved by $.7 million
to $2.9 million during this same period.
These improvements were partially offset by a $.4 million, or 9%
decline in investment management, commissions and trust fees due to a slow down
in the sale of alternative investment products, which include mutual funds and
annuities. These sales were negatively impacted by the continued decline in the
stock market and low market interest rates. Check cashing fees also declined
modestly due in part to the impact the tragic events of September 11th have had
on business activity in lower Manhattan, where our six check cashing facilities
are located.
Net securities gains of $2.7 million during the most recent quarter
represent an increase of $.9 million when compared to the $1.8 million
recognized in the same period of 2001. Gains recognized during the most recent
quarter were derived from the sale of certain mortgage backed securities, while
prior year gains were derived primarily from the sale of equity securities of
certain publicly traded companies.
NON-INTEREST EXPENSE
Non-interest expense, exclusive of amortization of intangibles and
goodwill, increased by $20.1 million or 35% to $77.7 million in the third
quarter of 2002 compared to $57.6 million for the third quarter of 2001.
Contributing to the increase in non-interest expense was an additional $12.5
million in employee compensation benefits, $3.8 million in occupancy and
equipment costs and $3.9 million in other operating expenses. Employee
compensation and benefits rose 38% over the comparable prior year period as a
result of increases in incentive based compensation linked to deposit growth and
related fee income, annual merit awards, rising costs associated with providing
employee benefits, the de novo branch expansion and the acquisition of CBNY.
During the most recent year, incentive compensation represented approximately
30% of total employee compensation and benefits as compared to 24% for the
comparable prior year period. Increases in occupancy and equipment and other
operating expenses are due in large measure to the de novo growth strategy, the
acquisition of CBNY and costs associated with implementing new business
initiatives. Contributing to the increase in other operating expenses were
advertising and marketing related costs incurred in the third quarter to
introduce our new corporate logo while undertaking a name recognition
advertising campaign.
As previously discussed, we adopted SFAS 142 on January 1, 2002.
Accordingly, no amortization expense was recorded on goodwill and identifiable
intangible assets which have an indefinite life. Goodwill amortization recorded
in the three and nine month periods ended September 30, 2001, were $4.8 million
and $14.3 million, respectively.
Our core efficiency ratio, which represents the ratio of non-interest
expense, excluding other real estate costs and other non-recurring charges, to
net interest income on a tax equivalent basis and non-interest income, excluding
securities gains and losses and other non-recurring income, was 31.4% and 30.8%
for the three and nine months ended September 30, 2002, respectively, remaining
substantially unchanged when compared to prior year levels.
18
INCOME TAXES
Our effective tax rate for the three and nine months ended September
30, 2002 and 2001 was 34.5%. We anticipate that the effective tax rate for the
full year of 2002 will approximate 34.5%.
FINANCIAL CONDITION
LOAN PORTFOLIO
Loans, net of unearned income grew by $1.4 billion or 14% to $11.3
billion, when compared to $9.9 billion at September 30, 2001. Loan demand has
remained strong despite signs of a local economic downturn. We extend loans
almost exclusively within our market place. We do not participate in nationally
syndicated loan arrangements. The growth achieved in the past year has come from
all components of the portfolio, with the exception of residential mortgages.
Mortgage loans are secured by real estate in the New York metropolitan
area. The segments of the real estate portfolio are diversified in terms of risk
and repayment sources. The underlying collateral is balanced between
multi-family apartment buildings, residential 1-4 family homes and owner
occupied/non-owner occupied commercial properties. The risks inherent in these
portfolios are dependent on both regional and general economic stability, which
affects property values, and the financial well being and creditworthiness of
the borrowers.
The continued strength in the local real estate markets, both
residential and commercial, has led to record property values. We periodically
monitor the impact that this trend has on the loan portfolio and origination
pipeline. Further reviews of our underwriting standards are conducted
periodically to ensure that the quality of the loan portfolio is not jeopardized
by unrealistic loan to value ratios or debt service levels. To date, there has
been no deterioration in the performance or risk characteristics of the real
estate portfolio.
The following table represents the components of the loan portfolio for the
periods indicated,
---------------------------------------------------------------------------------
SEPTEMBER 30, % OF DECEMBER 31, % OF SEPTEMBER 30, % OF
(dollars in thousands) 2002 TOTAL 2001 TOTAL 2001 TOTAL
---------------------------------------------------------------------------------
Mortgage Loans-Multi-Family.................... $ 3,616,680 32% $ 3,414,209 33% $3,278,643 33%
Mortgage Loans-Residential..................... 2,612,523 23% 2,647,190 26% 2,652,521 27%
Mortgage Loans-Commercial...................... 2,167,981 19% 1,766,991 17% 1,624,816 16%
Commercial Loans............................... 1,654,424 15% 1,487,819 14% 1,272,292 13%
Consumer Loans ................................ 1,010,687 9% 876,241 8% 878,738 9%
Construction & Land Loans..................... 255,797 2% 221,381 2% 212,006 2%
---------------------------------------------------------------------------------
Total...................................... $11,318,092 100% $10,413,831 100% $9,919,016 100%
---------------------------------------------------------------------------------
Less:
Unearned Income & Fees....................... 18,417 14,140 11,796
---------------------------------------------------------------------------------
Loans, Net................................ $11,299,675 $10,399,691 $9,907,220
=================================================================================
Origination activity has benefited from the current interest rate
environment and initiatives introduced over the last several years to expand our
product offerings and attract new customers while continuing to leverage our
existing customer base. The impact of lower interest rates on absolute growth
levels in each major loan category has been mixed. The commercial, commercial
real estate, construction and land development and consumer loan categories have
experienced solid gains. Multi-family mortgage loan growth levels have been
tempered by our decision not to compete with more aggressive pricing and/or what
appear to be relaxed underwriting standards by competitors. Residential mortgage
loans have declined modestly, despite origination volumes remaining at record
levels due to refinancing activity. The commercial and commercial real estate
portfolios have benefited from the expanded presence in the New York City
market, growth in the equipment and lessor financing areas, the expansion of
small business lending initiatives and the fall-out arising from the
over-consolidation within our market. Consumer loans continue to benefit from
initiatives to expand the geographic footprint of our automobile financing
activities combined with broadening our automobile dealer network.
To further minimize the risk inherent in the real estate portfolios,
management utilizes prudent underwriting standards and diversifies the type and
locations of loan collateral. Multi-family mortgage loans generally are for
$1-$5 million and include loans on various types of geographically diverse
apartment complexes located in the New York metropolitan area. Multi-family
mortgages are dependent largely on sufficient rental income to cover operating
expenses and may be affected by government regulation, such as rent control
regulations, which could impact the future cash flows of the property. Most
multi-family mortgages do not fully amortize; therefore, the principal
outstanding is not significantly reduced prior to contractual maturity. The
residential mortgage portfolio is comprised primarily of first mortgage loans on
owner occupied 1-4 family residences located primarily in our market. The
commercial mortgage portfolio contains loans secured by professional office
buildings, retail stores, shopping centers and industrial developments.
Commercial loans consist primarily of loans to small and medium sized
businesses, as well as loans secured by security interests in lease finance
receivables. The commercial mortgage and commercial loan portfolios do not
contain foreign loans to developing countries ("LDC") loans. Consumer loans are
primarily issued to finance new and used automobiles and are originated through
the Company's network of automobile dealers. The credit risk in auto lending is
dependent on the creditworthiness of the borrower and the
19
value of the collateral. The average consumer loan originated is generally
between $15-$30 thousand for periods ranging from 36-60 months. The consumer
loan portfolio does not contain higher risk credit card or sub prime loans. Land
loans are used to finance the acquisition of vacant land for future residential
and commercial development. Construction loans finance the construction and
rehabilitation of both residential and multi-family projects, and to a lesser
extent, commercial developments. The construction and land development
portfolios do not contain any high risk equity participation loans ("AD&C"
loans).
Real estate underwriting standards include various limits on the
loan-to-value ratios based on the type of property and consideration of the
creditworthiness of the borrower, the location of the real estate, the condition
and value of the security property, the quality of the organization managing the
property, and the viability of the project including occupancy rates, tenants
and lease terms. Additionally, underwriting standards require appraisals,
periodic inspections of the properties and ongoing monitoring of operating
results.
RELATED PARTY LOANS
Loans to related parties include loans to directors and their related
companies and our executive officers. We make these loans only in the ordinary
course of business and on substantially the same terms as loans to other
individuals and businesses of comparable risks. Related party loans, principally
consisting of residential mortgage loans, aggregated $3.6 million at September
30, 2002. We do not extend loans to these directors and executive officers for
the purpose of financing the purchase of our common stock.
ASSET QUALITY
Non-performing assets include loans ninety days past due and still
accruing, non-accrual loans and other real estate. Other real estate consists of
property acquired through foreclosure or deed in lieu of foreclosure.
Non-performing assets are detailed in the table below:
------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
(in thousands) 2002 2001 2001
------------------------------------------------------
Loans Ninety Days Past Due and Still Accruing........................ $ 7,218 $ 4,146 $ 4,851
Non-Accrual Loans.................................................... 6,901 10,490 11,238
------------------------------------------------------
Non-Performing Loans................................................. 14,119 14,636 16,089
Other Real Estate.................................................... 295 315 448
------------------------------------------------------
Non-Performing Assets................................................ $14,414 $14,951 $16,537
======================================================
Allowance for Loan Losses to Non-Performing Loans.................... 798% 709% 586%
Allowance for Loan Losses to Total Loans, net........................ 1.00% 1.00% 0.95%
Non-Performing Loans to Total Loans, net............................. 0.12% 0.14% 0.16%
Non-Performing Assets to Total Assets................................ 0.07% 0.09% 0.10%
Future levels of non-performing assets will be influenced by economic
conditions, including the impact of those conditions on our customers, interest
rates and other internal and external factors existing at the time.
Non-performing loans at September 30, 2002, were $14.1 million, or .12%
of total loans, The following table represents the components of non-performing
loans:
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
(in thousands) 2002 2001 2001
------------------------------------------------------
Mortgage Loans-Residential................................... $ 3,265 $ 5,563 $ 5,714
Consumer Loans............................................... 5,813 3,951 4,689
Commercial Loans............................................. 3,440 2,928 2,504
Mortgage Loans - Commercial.................................. 1,432 2,025 3,166
Construction and Land Loans.................................. 154 124 -
Mortgage Loans-Multi-Family.................................. 15 45 16
------------------------------------------------------
Total Non-Performing Loans................................ $14,119 $14,636 $16,089
======================================================
20
SECURITIES PORTFOLIO
The composition, the amortized cost and estimated fair values of
available-for-sale and held-to-maturity securities portfolios are as follows:
SEPTEMBER 30, 2002 DECEMBER 31, 2001 SEPTEMBER 30, 2001
--------------------------------------------------------------------------------------
AVAILABLE-FOR-SALE AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
--------------------------------------------------------------------------------------
CMO Private Issuances.................... $3,434,181 $3,495,789 $2,611,300 $2,648,545 $2,196,460 $2,265,224
CMO Agency Issuances..................... 2,859,348 2,890,136 827,756 837,706 784,130 811,326
Mortgage-Backed Securities............... 558,795 579,155 709,165 717,208 477,825 489,646
U.S. Government Agencies' Obligations.... 30,896 31,275 71,585 72,101 102,263 103,005
U.S. Treasury Securities................. 5,078 5,139 14,968 14,983 4,932 4,952
State & Municipal Obligations............ 367,495 374,813 181,645 183,143 141,809 144,403
Equity Securities (1).................... 223,210 222,858 221,763 223,006 208,814 210,331
Other Securities......................... 407,390 397,714 362,899 346,865 342,540 329,392
--------------------------------------------------------------------------------------
$7,886,393 $7,996,879 $5,001,081 $5,043,557 $4,258,773 $4,358,279
======================================================================================
(1) Amortized cost and fair value includes $169.3 million, $165.3 million and
$197.4 million at September 30, 2002, December 31, 2001 and September 30,
2001, respectively in Federal Home Loan Bank stock.
-------------------------------------------------------------------------------------
HELD-TO-MATURITY AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
(in thousands) COST VALUE COST VALUE COST VALUE
-------------------------------------------------------------------------------------
CMO Private Issuances..................... $208,773 $211,911 $404,010 $405,681 $470,868 $476,640
Mortgage-Backed Securities................ 159,935 165,447 224,995 226,928 249,990 255,137
State & Municipal Obligations............. 56,565 60,038 66,877 68,129 68,844 71,188
Other Securities.......................... 10,453 10,451 14,083 14,138 11,295 11,400
-------------------------------------------------------------------------------------
$435,726 $447,847 $709,965 $714,876 $800,997 $814,365
=====================================================================================
The strategy for the securities portfolio is to maintain a short
duration, thereby minimizing exposure to sustained increases in interest rates.
This is achieved through investments in securities with predictable cash flows
and short average lives and the purchase of certain adjustable rate instruments.
The duration of the portfolio at September 30, 2002 was 2.0 years.
The amortizing securities are almost exclusively mortgage-backed
securities ("MBS"). These instruments provide a relatively stable source of cash
flows, although they may be impacted by changes in interest rates. Such MBS
securities are either guaranteed by FHLMC, GNMA or FNMA, or represent
collateralized mortgage-backed obligations ("CMO's") backed by government agency
securities or jumbo whole loans. These CMO's by virtue of the underlying
collateral or structure are principally AAA rated and are conservative current
pay sequentials or PAC structures.
Equity securities maintained in the available-for-sale portfolio are
comprised principally of Federal Home Loan Bank common stock, and common and
preferred stock of certain publicly traded companies. Other securities
maintained in the available-for-sale portfolio consist of capital securities
(trust preferred securities) of certain financial institutions and corporate
bonds.
We maintain a Bank Owned Life Insurance trust (commonly referred to as
BOLI). We formed the BOLI trust to offset future employee benefit costs and to
provide additional benefits due to its tax-exempt nature. Only officer level
employees who have consented have been insured under the program. Approximately
$184 million in assets support the program and are principally included in the
available-for-sale portfolio. The BOLI's impact on net income has not been
significant.
When purchasing investment securities, we consider our overall
interest-rate risk profile as well as the adequacy of expected returns relative
to risks assumed, including prepayments. In managing the investment securities
portfolio, we occasionally sell investment securities as a result of changes in
interest rates and spreads, actual or anticipated prepayments, or credit risk
associated with a particular security, or following completion of a business
combination.
At September 30, 2002, securities carried at $4.6 billion were pledged
to secure securities sold under agreements to repurchase, other borrowings, and
for other purposes as required by law. Securities pledged for which the
collateral may be sold or repledged by the secured parties approximated $3.9
billion, while securities pledged which the secured parties may not sell or
repledge approximated $.7 billion at September 30, 2002.
21
DERIVATIVE FINANCIAL INSTRUMENTS
Our use of derivative financial instruments creates exposure to credit
risk. This credit exposure relates to losses that we would recognize if the
counterparties fail to perform their obligations under the contracts. To
mitigate our exposure to non-performance by the counterparties, we deal only
with counterparties of good credit standing and establish counterparty credit
limits. In connection with our interest rate risk management process we
periodically enter into interest rate derivative contracts. These derivative
interest rate contracts include interest rate swaps, caps, and floors and are
used to modify the repricing characteristics of specific assets and liabilities.
FIXED VARIABLE
NOTIONAL INTEREST RATE INTEREST RATE
MATURITY AMOUNT RANGE RANGE
- -------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
PAY FIXED SWAPS-MATURING:
2003............................................... $ 850,000 2.65% - 4.88% 1.74% - 1.83%
2004............................................... 400,000 3.59% - 5.23% 1.77% - 1.83%
2005............................................... 100,000 4.24% - 4.26% 1.81% - 1.83%
2008............................................... 75,000 6.14% 1.80%
-------------
$1,425,000
=============
PAY FLOATING SWAPS-MATURING:
2002............................................... $ 75,000 3.00% 2.52%
2026............................................... 100,000 8.70% 1.89%
2027............................................... 100,000 8.00% 1.89%
-------------
$ 275,000
=============
At September 30, 2002, $1.425 billion in pay fixed swaps, designated as
cash flow hedges were outstanding and entered into to change the repricing
characteristics of certain borrowings. These agreements require us to make
periodic fixed rate payments, while receiving periodic variable rate payments
indexed to the three month LIBOR rate based on a common notional amount and
maturity date. These swaps have original maturities of up to 10 years and, as of
September 30, 2002, had an unrealized loss of $42.4 million and were reflected
as a component of other liabilities ( the net of tax balance of $24.2 million
was reflected as a component of other comprehensive income). We also had $275
million in pay floating swaps designated as fair value hedges outstanding at
September 30, 2002. Fair value hedges of $75 million were used to change the
repricing characteristics of certain time deposits and require us to make
periodic floating rate payments, while receiving periodic fixed rate payments
indexed to the six month LIBOR rate. The fair value adjustment on the hedge and
related time deposits was $.3 million.
The remaining $200 million of pay floating swaps were used to change
the repricing characteristics of a comparable amount of capital securities from
fixed to variable. The swaps contain imbedded call options held by the
counterparty and are exercisable in approximately five years, which are
identical to the call provisions contained in the capital securities. At
September 30, 2002, the fair value adjustment on these agreements was $22.3
million and is reflected as a component of other assets. The capital securities
also reflected the $22.3 million fair value adjustment, increasing the reported
amount of capital securities from $244.4 million to $266.7 million at September
30, 2002.
22
DEPOSITS
Our most significant funding source continues to be core customer
deposits that are gathered through our retail branch network. The following
table represents the composition of total deposits while more specifically
highlighting Manhattan and all other locations:
---------------------------------------------------------------------
SEPTEMBER 30, JUNE 30, DECEMBER 31, SEPTEMBER 30,
2002 2002 2001 2001
---------------------------------------------------------------------
MANHATTAN DEPOSITS
Demand Deposits............................................. $ 593,907 $ 541,034 $ 478,875 $ 305,823
Interest Bearing Deposits................................... 1,408,367 1,339,387 1,156,694 502,528
---------------------------------------------------------------------
Total Deposits.......................................... 2,002,274 1,880,421 1,635,569 808,351
ALL OTHER LOCATIONS
Demand Deposits............................................. 2,499,709 2,485,027 2,223,878 1,943,675
Interest Bearing Deposits................................... 8,070,398 7,866,766 7,443,859 7,220,014
---------------------------------------------------------------------
Total Deposits.......................................... 10,570,107 10,351,793 9,667,737 9,163,689
TOTAL DEPOSITS
Demand Deposits............................................. 3,093,616 3,026,061 2,702,753 2,249,498
Interest Bearing Deposits................................... 9,478,765 9,206,153 8,600,553 7,722,542
----------------------------------------------------------------------
Total Deposits.......................................... $12,572,381 $12,232,214 $11,303,306 $9,972,040
======================================================================
Total deposits increased $2.6 billion or 26% to $12.6 billion when
compared to $10.0 billion at September 30, 2001. During the last several
quarters, we have experienced a steady flow of customer deposits, with all
regions within a branch network contributing. The growth in the Manhattan market
where we have been concentrating on opening new branches and where we added nine
CBNY locations has outpaced all other regions during this period. We currently
operate 170 bank branches in the New York Metropolitan area and plan to add
approximately 12 more branches through 2003.
Additional factors contributing to the growth in core deposits has been
our focused effort on expanding our branch network, particularly in Manhattan,
the introduction of new cash management products and services, an emphasis on
developing deposit relationships with borrowers, the over consolidation within
our market area, the current economic environment and to a lesser extent and
prevailing interest rates.
Commercial demand deposit balances increased to $2.0 billion at
September 30, 2002, as compared to $1.4 billion, a 41% increase, over the same
period last year.
ASSET/LIABILITY MANAGEMENT
The net interest margin is directly affected by changes in the level of
interest rates, the relationship between rates, the impact of interest rate
fluctuations on asset prepayments, the level and composition of assets and
liabilities, and the credit quality of the loan portfolio. Our asset/liability
objective is to maintain a strong, stable net interest margin, to utilize our
capital effectively without taking undue risks, and to maintain adequate
liquidity.
The risk assessment process includes a coordinated approach to the
management of liquidity, capital, and interest rate risk. This process is
governed by policies and limits established by senior management, which are
reviewed at least annually by the Board of Directors. The Asset/Liability
Committee of the Board of Directors ("ALCO") provides guidance for the day to
day asset/liability activities. ALCO periodically evaluates the impact of
changes in market interest rates on interest earning assets and interest bearing
liabilities, net interest margin, capital and liquidity, and evaluates
management's strategic plan. The balance sheet structure is primarily short-term
with most assets and liabilities repricing or maturing in less than five years.
We monitor the sensitivity of net interest income by utilizing a dynamic
simulation model complemented by a traditional gap analysis.
The simulation model measures the volatility of net interest income to
changes in market interest rates. The simulation involves a degree of estimation
based on certain assumptions that we believe to be reasonable. Factors
considered include contractual maturities, prepayments, repricing
characteristics, deposit retention, the relative sensitivity of assets and
liabilities to changes in market interest rates, and cash flows from derivative
instruments.
The Board has established certain policy limits for the potential
volatility of net interest income as projected by the simulation model.
Volatility is measured from a base case where rates are assumed to be flat and
is expressed as the percentage change from the base case in net interest income
over a 12-month period. As of September 30, 2002 we were operating within the
policy limits.
The model is kept static with respect to the composition of the balance
sheet and, therefore does not reflect our ability to proactively manage in
changing market conditions. We may choose to extend or shorten the maturities of
our funding sources and
23
redirect cash flows into assets with shorter or longer durations. We may also
use certain derivative instruments to reduce the repricing mismatches of its
assets and liabilities including interest rate swaps, interest rate caps/floors,
and interest rate collars.
The assumptions used are inherently uncertain and, as a result, we
cannot precisely predict the impact of changes in interest rates on net interest
income. Actual results may differ significantly from those presented due to the
timing, magnitude and frequency of interest rate changes; changes in market
conditions and interest rate differentials (spreads) between maturity/repricing
categories, prepayments, and any actions which we may take to counter such
changes.
The following table reflects the estimated change in net interest
income based on a gradual increase and decrease in interest rates over a twelve
month period from the dates presented.
CHANGE IN INTEREST RATES SEPTEMBER 30, 2002 JUNE 30, 2002
- ---------------------------------------------------------------------------------------------
+ 200 Basis Points ($6.9) million (.8%) ($14.9) million (1.7%)
+ 100 Basis Points ($4.0) million (.5%) ($5.4) million (.6%)
- 100 Basis Points $1.4 million .2% ($6.4) million (.7%)
The results above reflect the volatility of net interest income, as
modeled at September 30, 2002 compared to a similar model prepared as of June
30, 2002. The current quarter shows a tighter range of changes in net interest
income for given changes in interest rates. The reduction in volatility was due
to changes in the interest rate environment, more specifically the yield curve,
as well as recent actions undertaken by management.
We increased interest earning assets by $1.7 billion, including $400
million of loans and $1.3 billion of securities. This growth was funded with
core deposits and other borrowings. Deposit growth includes core demand and
lower costing savings accounts. Other borrowings include the previously
discussed subordinated debt issuance and other short-term collateralized
obligations. The growth in earning assets increased the absolute level of
interest income while the matched nature of the additional assets and
liabilities limited the potential income impact resulting from the expected
changes in interest rates.
While the Federal Reserves recent action to lower short term interest
rates by 50 basis points can not be assessed with any certainty, as evidenced
above, it should not have a material impact on future net interest income.
LIQUIDITY RISK MANAGEMENT
The objective of liquidity risk management is to ensure ability of
North Fork and its subsidiaries meet their financial obligations and to
capitalize on new business opportunities. These obligations include the payment
of deposits on demand or at their contractual maturity, the repayment of other
borrowings as they mature and the ability to fund new and existing loans and
investments as opportunities arise.
The principal source of funds for North Fork is dividends from North
Fork Bank, and there are various legal and regulatory limitations under
applicable federal and state banking law on the extent to which banking
subsidiaries can finance or otherwise supply funds to their holding companies.
At October 1, 2002, North Fork Bank could have declared additional dividends of
approximately $265 million and remained a well-capitalized institution under
existing capital guidelines (see "Capital" below). Additional sources of
liquidity include borrowings, the sale of available-for-sale securities, and
funds available through the capital markets.
Core customer deposits are the primary source of liquidity for our
banking subsidiaries. Other sources of liquidity for our banking subsidiaries
include loan and security principal repayments and maturities, lines-of-credit
with other financial institutions, the ability to borrow under repurchase
agreements, Federal Home Loan Bank ("FHLB") advances utilizing unpledged
securities and mortgage related loan portfolios, the sale of available-for-sale
securities and the securitization or sale of loans.
Our banking subsidiaries currently have the ability to borrow an
additional $6.8 billion on a secured basis, utilizing mortgage related loans and
securities as collateral. At September 30, 2002, our banking subsidiaries had
$3.4 billion in outstanding borrowings with the FHLB.
We monitor our liquidity position as well as the liquidity positions of
our banking subsidiaries. We believe that sufficient liquidity exists to meet
all of our operating requirements.
24
UPGRADED CREDIT RATINGS
In July 2002, North Fork and its subsidiaries received upgraded ratings
from both Standard and Poor's and Moody's Investors Service. Additionally, Fitch
Ratings revised its future outlook to positive.
Moody's S&P Fitch
------- --- -----
North Fork
Issuer/Counterparty............................... A2 BBB+/A-2 B/5
Long-term/Short-term Senior Obligations........... A2 BBB+/A-2 A-/F1
Subordinated Debt................................. A3 BBB BBB+
Preferred Stock / Trups........................... A3 BBB- BBB+
North Fork Bank
Issuer/Counterparty............................... A1 A-/A-2 B/5
Long-term/Short-term Deposits..................... A1/P-1 A-/A-2 A/F1
Long-term/Short-term Senior Obligations........... A1/P-1 A-/A-2 A-/F1
Financial Strength................................ B- - -
Outlook ............................................... Stable Stable Positive
CAPITAL
The FDIC, OCC and Federal Reserve Board have established risk-based and
leverage capital guidelines which federally-insured banks and bank holding
companies are required to meet.
These guidelines are designed to make regulatory capital requirements
more sensitive to differences in risk profiles among banks and bank holding
companies, to account for off-balance sheet exposure and to minimize
disincentives for holding liquid assets. Under these guidelines, assets and
off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk weighted assets and off-balance sheet items. The
guidelines require all banks and bank holding companies to maintain a minimum
ratio of total risk based capital to total risk weighted assets of 8%, including
a minimum ratio of Tier I capital to total risk weighted assets of 4% and a Tier
I capital to average assets of 4% ("Leverage Ratio"). Failure to meet minimum
capital requirements can initiate certain mandatory, and possibly additional
discretionary actions by regulators, that, if undertaken, could have a direct
material effect on our financial statements. As of September 30, 2002, the most
recent notification from the various bank regulators categorized North Fork's
and its banking subsidiaries as well capitalized under the regulatory framework
for prompt corrective action. Under the capital adequacy guidelines, a well
capitalized institution must maintain a minimum total risk based capital to
total risk weighted assets ratio of at least 10%, a minimum Tier I capital to
total risk weighted assets ratio of at least 6%, a minimum leverage ratio of at
least 5% and not be subject to any written order, agreement or directive. There
are no conditions or events that have occurred since such notification that we
believe would change this classification.
The following table sets forth our consolidated regulatory capital at
September 30, 2002 and 2001. As of September 30, 2002, we have met all capital
adequacy requirements to which we are subject.
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001
------------------------------------------------------------------------
(dollars in thousands ) AMOUNT RATIO AMOUNT RATIO
------------------------------------------------------------------------
Tier I Capital.................................... $ 1,434,873 12.88% $1,282,264 13.28%
Regulatory Requirement............................ 445,616 4.00% 386,316 4.00%
------------------------------------------------------------------------
Excess............................................ $ 989,257 8.88% $ 895,948 9.28%
========================================================================
Total Risk Adjusted Capital....................... $ 2,046,640 18.37% $1,377,105 14.26%
Regulatory Requirement............................ 891,232 8.00% 772,632 8.00%
------------------------------------------------------------------------
Excess............................................ $ 1,155,408 10.37% $ 604,473 6.26%
========================================================================
Risk Weighted Assets.............................. $11,140,394 $9,657,906
============== =============
Our Leverage Capital Ratio at September 30, 2002, was 7.54%. North Fork
Bank's Tier I, Total Risk-Based and Leverage Capital Ratios were 11.43%, 12.47%,
and 6.63%, respectively, at September 30, 2002.
Superior Savings' Tier I, Total Risk Based and Leverage Capital Ratios
were 15.17%, 15.52% and 6.93%, respectively, at September 30, 2002.
On August 7, 2002, we sold $350 million aggregate principal amount of
5.875% subordinated notes and $150 million aggregate principal amount of 5%
fixed rate/floating rate subordinated notes in a private offering to qualified
institutional buyers under Rule 144A of the Securities Act of 1933. Both note
issues qualify as Tier II regulatory capital. Both series of notes mature in
2012. The 5.875% subordinated notes bear interest at a fixed rate through
maturity and are not redeemable prior to maturity. The fixed rate/floating rate
notes bear interest at a fixed rate of 5% per annum for the first five years,
and convert to a floating rate thereafter until maturity based on the US dollar
three-month LIBOR plus 1.87%. Beginning in the sixth year, we have the right to
redeem the fixed rate/floating rate notes at par plus accrued interest.
25
We continue to apply the provisions of APB No. 25 "Accounting For Stock
Issued to Employees" and related interpretations in accounting for our stock
option plans. Accordingly, no compensation expense has been recognized for stock
based compensation plans, other than for restricted stock awards. Had we
reflected the impact of stock option awards during the previous three years,
earnings per share would have decreased by $.02, $.01, and $.02 for the full
years ended 2001, 2000 and 1999, respectively.
In the first quarter of 2002, approximately sixty of our senior
officers accepted offers extended to them to modify their holdings of restricted
stock. The offers, which were made as part of our key management retention
program, essentially permitted certain senior officers to obtain additional
shares of restricted stock if they agreed to extend the vesting periods for
their existing shares of restricted stock. This program was adopted to help
ensure continued employment of key management while having their interests
closely aligned with our long-term interest and the long-term interests of our
shareholders. For those who accepted, their existing shares, with vesting
periods ranging from 1 to 6 years, were modified to extend the vesting period to
10 years. In return for accepting the offer, each officer received one
additional share of restricted stock, with a vesting period of 10 years, for
each existing share of restricted stock. Approximately 467,000 additional
restricted shares were issued under the program with a market value of
approximately $15.7 million. This has been reflected in the deferred
compensation component of stockholders' equity and will be amortized over a
10-year period. None of our executive officers were involved in the program.
On September 24, 2002, the Board of Directors declared a regular
quarterly cash dividend of $.25 per common share. The dividend is payable
November 15, 2002, to shareholders of record at the close of business on October
25, 2002.
During 2002, we have purchased 2.6 million of our common shares in
open market transactions at an average cost of $35.01 per share. The shares were
purchased under our previously announced 5% share repurchase program.
Approximately 2.9 million shares have been purchased under the program, with an
additional 5.1 million shares remaining.
LITIGATION MATTERS
We are subject to certain pending and threatened legal actions which
arise out of the normal course of business. We believe that the resolutions of
any pending or threatened litigation will not have a material adverse effect on
our financial condition or results of operations.
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 2002 /s/ Daniel M. Healy
-------------------
Daniel M. Healy
Executive Vice President &
Chief Financial Officer
27
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Adam Kanas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of North Fork
Bancorporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
By: /s/ John Adam Kanas
-------------------
John Adam Kanas
Chief Executive Officer
28
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel M. Healy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of North Fork
Bancorporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
By: /s/ Daniel M. Healy
--------------------
Daniel M. Healy
Chief Financial Officer
29