-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CB4Ry56tb7qMJxrJ4LjfkdNs1bcAVfHrgZq8ykQQEbr4LqXf4Lzma+YhgVDCPkZG hSWJP53z62xRRv9e5in/Kw== 0000352510-98-000002.txt : 19980119 0000352510-98-000002.hdr.sgml : 19980119 ACCESSION NUMBER: 0000352510-98-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980116 ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10458 FILM NUMBER: 98508492 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 8-K 1 NORTH FORK BANK YEAR END PRESS RELEASE SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) - January 15, 1998 NORTH FORK BANCORPORATION, INC. (Exact name of Registrant as specified in its charter) Delaware 1-10458 36-3154608 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 275 Broad Hollow Road Melville, New York 11747 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 844-1004 1 ITEM 5. OTHER EVENTS North Fork Bancorporation, Inc. issued a press release announcing its earnings for the quarter and year ended December 31, 1997. The press release issued by the Registrant described herein is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of the Business Acquired. Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits 99.1 Press Release dated January 15, 1998 2 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 16, 1998 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy Daniel M. Healy Executive Vice President and Chief Financial Officer 3 Exhibit 99.1 NORTH FORK BANCORP 275 Broad Hollow Rd., Melville, NY 11747 (516) 844-1004 FAX (516) 694-1536 FOR IMMEDIATE RELEASE Contact: Daniel M. Healy Executive Vice President & Chief Financial Officer NORTH FORK BANCORP ANNOUNCES RECORD NET INCOME FOR FULL-YEAR AND FOURTH QUARTER 1997 Melville, N.Y. - January 15, 1998 - North Fork Bancorporation, Inc. (NYSE: NFB) reported today substantial achievements in all key measures of operating performance for 1997. The Company recorded net income of $119.3 million or diluted earnings per share of $1.80 for the year ended December 31, 1997, as compared with net income of $62.4 million, or $.97 per share for 1996. Net income for 1996 included non-recurring charges for merger and restructuring costs associated with the acquisition of North Side Savings Bank and the SAIF recapitalization. Excluding those charges, 1996 earnings would have been $85.6 million or $1.33 per share. Fourth quarter earnings and diluted earnings per share for 1997 were $34.0 million or $.51 per share compared to $21.6 million or $.34 per share in 1996 (exclusive of the non-recurring charges). The Company's return on average equity and assets for 1997 approximated 24% and 1.9%, respectively, compared to 14% and 1.1% for 1996. In the final quarter record returns of approximately 25% on average equity and 2% on average assets were achieved. Net interest income was $70.9 million and $278.4 million for the three month period and year ended December 31, 1997, respectively. Such amounts were $61.5 million and $230.9 million for the comparable periods in the preceding year. The net interest margin was 4.57% in the three month period ended December 31, 1997 and 4.69% for the 1997 full year. Demand deposits, a principal source of funding, exceeded $900 million, a 23% increase over year end 1996. 4 Loans, net of unearned income and fees, measured $3.7 billion at December 31, 1997, a 17% increase over year end 1996. Loan growth in the final quarter of 1997 kept pace with the Company's experience for the full year and includes approximately $114 million in loans from the acquisition of Branford Savings Bank. Branford, which was acquired in December 1997, had no effect on operating results for the year. The allowance for loan losses of approximately $55.7 million represents 362% of non-performing loans and 1.51% of net loans outstanding at year end. Non interest income, exclusive of security gains, rose by 27% in the current quarter and 21% for the full year. The growth in this important segment reflects, in part, the success of offering new and diverse products to the customer base from North Side Savings Bank. This trend is expected to accelerate in the coming year. "We substantially exceeded all of our expectations from this acquisition and have developed good momentum from these new customers as we move into 1998," stated John Adam Kanas, Chairman, President and Chief Executive Officer. The Company's core efficiency ratio for the year declined to 38.14% in 1997 from 42.53% for 1996 and represents another measure of the successful integration of North Side. The Company's pending acquisition of New York Bancorp, the parent company of Home Federal Savings Bank, is expected to close during the first quarter of this year. Concurrent shareholder meetings seeking approvals for the merger are scheduled for January 30, 1998. All regulatory applications have been filed. Home, with $3.3 billion in assets, operates from branch locations throughout the New York Metropolitan area and introduces North Fork to new markets including Kings County, where Home has a sizable presence. The acquisition will be treated as a pooling-of-interests for financial reporting purposes. "We expect to realize tangible results immediately following the acquisition," stated Mr. Kanas. "Many of the tasks necessary to accomplish these goals have already been completed," he added. In December 1997, the Company successfully completed the sale of $100 million, 8% Capital Securities, that qualifies as Tier I capital, through a public offering. North Fork Bancorporation, Inc., with total assets of $6.8 billion, deposits of $4.6 billion and shareholders' equity of $601.8 million is the holding company of North Fork Bank and Branford Savings Bank, which operate 85 branches in the states of New York and Connecticut. On a pro forma basis with New York Bancorp, the Company will have 110 branches and approximately $10.1 billion in total assets. With approximately 100 million common shares outstanding, it is anticipated that the Company's market capitalization will exceed $3 billion. 5 North Fork Bancorporation, Inc. (NYSE: NFB) (In thousands, except ratios and per share amounts) Three Months Ended Twelve Months Ended INCOME STATEMENT HIGHLIGHTS 12/31/97 12/31/96 12/31/97 12/31/96 Interest Income $125,062 $105,215 $484,521 $405,307 Interest Expense 54,193 43,684 206,170 174,361 Net Interest Income 70,869 61,531 278,351 230,946 Provision for Loan Losses 1,500 1,700 6,000 6,800 Net Interest Income after Provision for Loan Losses 69,369 59,831 272,351 224,146 Non-Interest Income: Fees & Service Charges on Deposit Accounts 5,026 4,331 18,943 16,303 Broker Commissions & Trust Fees 2,102 1,392 8,269 5,638 Mortgage Banking Operations 467 527 1,883 2,202 Other Operating Income 1,770 1,118 6,302 5,102 Net Securities Gains/(Losses) 3,954 (1,090) 6,227 1,878 Total Non-Interest Income 13,319 6,278 41,624 31,123 Non-Interest Expense: Operating Expenses 29,511 28,334 115,204 105,917 Amortization of Intangible Assets 1,810 1,981 7,292 6,364 Other Real Estate 78 (122) 240 753 Merger Related Restructure Charge - 21,613 - 21,613 SAIF Recapitalization Charge - - - 8,350 Total Non-Interest Expense 31,399 51,806 122,736 142,997 Income Before Income Taxes 51,289 14,303 191,239 112,272 Provision for Income Taxes 17,258 10,214 71,929 49,830 Net Income $34,031 $4,089 $119,310 $62,442 Earnings Per Share - Basic $0.51 $0.06 $1.81 $0.98 Earnings Per Share - Diluted $0.51 $0.06 $1.80 $0.97 Cash Dividends per Share (2) $0.15 $0.125 $0.575 $0.425 Average Shares Outstanding - Basic 66,345 63,106 65,914 63,640 Average Shares Outstanding - Diluted 66,960 63,872 66,395 64,277 Return on Average Total Assets 2.03% 0.29% 1.86% 1.13% Return on Average Stockholders' Equity 24.54% 3.62% 23.65% 14.48% Yield on Interest Earning Assets (3) 7.98% 7.93% 8.07% 7.84% Cost of Funds 3.68% 3.95% 3.86% 3.99% Net Interest Margin (3) 4.57% 4.67% 4.69% 4.50% Core Efficiency Ratio (4) 38.09% 43.30% 38.14% 42.53% (1) On May 15, 1997, the Company completed its two-for-one stock split to shareholders' of record on April 25, 1997. Accordingly, all per share amounts have been adjusted to reflect the issuance. (2) Cash dividends do not reflect dividends declared by North Side in 1996 prior to the merger. (3) Presented on a taxable equivalent basis. (4) The core efficiency ratio is defined as the ratio of non-interest expense, net of other real estate related costs and other non-recurring charges, to net interest income on taxable equivalent basis and other non-interest income net of securities gains.
6 North Fork Bancorporation, Inc. (NYSE: NFB) (In thousands, except ratios and per share amounts) December 31, September 30, December 31, BALANCE SHEET HIGHLIGHTS 1997 1997 1996 Loans, net of unearned income and fees $3,700,020 $3,509,722 $3,171,525 Allowance for Loan Losses 55,698 54,611 53,894 Securities Available-for-Sale 1,660,714 1,633,737 857,391 Securities Held-to-Maturity 1,118,468 1,166,329 1,300,115 Intangible Assets 96,398 76,692 82,073 Total Assets 6,829,432 6,615,620 5,750,527 Deposits - Demand 905,650 836,020 734,907 Deposits - Other 3,731,541 3,622,629 3,734,603 Federal Funds Purchased & Securities Sold Under Agreements to Repurchase 1,263,705 1,331,025 621,789 Other Borrowings 36,000 85,000 35,000 Company-Obligated Mandatorily Redeemable Capital Securities of Subsidiary Trusts 199,264 99,646 99,637 Stockholders' Equity 601,826 538,281 457,531 Book Value Per Share $8.90 $8.16 $7.05 SELECTED FINANCIAL HIGHLIGHTS CAPITAL: Risk Based Capital Tier 1 16.67% 14.34% 15.12% Total 18.61% 15.59% 16.38% Leverage Ratio 10.08% 8.38% 8.61% Actual Shares Outstanding 67,616 65,987 64,892 ASSET QUALITY: Non-Performing Loans 15,405 12,299 20,341 Other Real Estate 4,580 5,499 1,898 Total Non-Performing Assets $19,985 $17,798 $22,239 Restructured Accruing Loans $9,552 $12,204 $13,734 Allowance for loan losses to non performing loans 362% 444% 265% Allowance for loan losses to total loans, net of unearned income and fees 1.51% 1.56% 1.70% Non-Performing Loans to total loans, net of unearned income and fees 0.42% 0.35% 0.64%
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