-----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, USWGbi34DAovA7ag01Wcecuvl9r6s5BtHPU3cDO7GEXuYV63tgPAlbxWlTF70eRM eW3ug/tY1YI0pTN+ZZU+4w== /in/edgar/work/20000807/0000882377-00-000397/0000882377-00-000397.txt : 20000921 0000882377-00-000397.hdr.sgml : 20000921 ACCESSION NUMBER: 0000882377-00-000397 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA FINANCIAL CORP CENTRAL INDEX KEY: 0000910322 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 113170868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-22228 FILM NUMBER: 687503 BUSINESS ADDRESS: STREET 1: ONE ASTORIA FEDERAL PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042-1085 BUSINESS PHONE: 5163273000 MAIL ADDRESS: STREET 1: ONE ASTORIA FEDERAL PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042-1085 10-Q/A 1 0001.txt ASTORIA FINANCIAL CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-22228 ASTORIA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 11-3170868 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) One Astoria Federal Plaza, Lake Success, New York 11042-1085 ------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (516) 327-3000 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Classes of Common Stock Number of Shares Outstanding, April 28, 2000 ----------------------- -------------------------------------------- .01 Par Value 51,373,373 ------------- ----------
PART I -- FINANCIAL INFORMATION ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AT AT (In Thousands, Except Share Data) MARCH 31, 2000 DECEMBER 31, 1999 - --------------------------------------------------------------------------------------------------------- Assets - ------- Cash and due from banks $ 117,972 $ 154,918 Federal funds sold and repurchase agreements 405,176 335,653 Mortgage-backed securities available-for-sale 7,851,452 8,204,977 Other securities available-for-sale 673,167 657,772 Mortgage-backed securities held-to-maturity (fair value of $1,030,987 and $1,071,251, respectively) 1,044,025 1,082,261 Other securities held-to-maturity (fair value of $767,398 and $772,356, respectively) 827,116 817,696 Federal Home Loan Bank of New York stock 275,250 265,250 Loans held-for-sale 7,047 11,376 Loans receivable: Mortgage loans, net 10,372,619 10,113,216 Consumer and other loans, net 172,309 175,858 ----------- ----------- 10,544,928 10,289,074 Less allowance for loan losses 77,373 76,578 ----------- ----------- Total loans receivable, net 10,467,555 10,212,496 Mortgage servicing rights, net 47,018 48,369 Accrued interest receivable 113,414 110,668 Premises and equipment, net 174,399 176,813 Goodwill 219,121 223,945 Other assets 367,057 394,342 ----------- ----------- Total assets $22,589,769 $22,696,536 =========== =========== Liabilities and Stockholders' Equity - ------------------------------------ Liabilities: Deposits: Savings $ 2,576,481 $ 2,581,442 Money market 1,273,041 1,165,734 NOW and money manager 945,212 877,715 Certificates of deposit 4,986,167 4,929,643 ----------- ----------- Total deposits 9,780,901 9,554,534 Reverse repurchase agreements 8,786,800 9,276,800 Federal Home Loan Bank of New York advances 1,710,029 1,610,058 Other borrowings 513,019 514,663 Mortgage escrow funds 165,550 120,350 Accrued expenses and other liabilities 254,136 298,219 ----------- ----------- Total liabilities 21,210,435 21,374,624 ----------- ----------- Guaranteed preferred beneficial interest in junior 125,000 125,000 subordinated debentures (3) Stockholders' Equity: Preferred stock, $1.00 par value; 5,000,000 shares authorized: Series A (325,000 shares authorized and -0- shares issued and outstanding) - - Series B (2,000,000 shares authorized, issued and outstanding) 2,000 2,000 Common stock, $.01 par value; (200,000,000 shares authorized; 55,498,296 shares issued; and 51,332,117 and 51,730,959 shares outstanding, respectively) 555 555 Additional paid-in capital 801,776 800,414 Retained earnings 948,396 908,236 Treasury stock (4,166,179 and 3,767,337 shares, at cost, respectively) (145,240) (137,071) Accumulated other comprehensive income: Net unrealized loss on securities, net of taxes (320,801) (344,198) Unallocated common stock held by ESOP (32,300) (32,955) Unearned common stock held by RRP (52) (69) ----------- ----------- Total stockholders' equity 1,254,334 1,196,912 ----------- ----------- Total liabilities and stockholders' equity $22,589,769 $22,696,536 =========== =========== See accompanying notes to consolidated financial statements.
1 ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of Astoria Financial Corporation and its wholly-owned subsidiaries, Astoria Federal Savings and Loan Association, and its subsidiaries, or Astoria Federal, and Astoria Capital Trust I. As used in this quarterly report, "we," "us" and "our" refer to Astoria Financial Corporation and its consolidated subsidiaries, including Astoria Federal and Astoria Capital Trust I, depending on the context. All significant inter-company accounts and transactions have been eliminated in consolidation. In our opinion, the accompanying consolidated financial statements contain all adjustments necessary for a fair presentation of our financial condition as of March 31, 2000 and December 31, 1999, our results of operations for the three months ended March 31, 2000 and 1999, changes in stockholders' equity for the three months ended March 31, 2000 and cash flows for the three months ended March 31, 2000 and 1999. In preparing the financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities for the consolidated statements of financial condition as of March 31, 2000 and December 31, 1999 and amounts of revenues and expenses for the consolidated statements of income for the three months ended March 31, 2000 and 1999. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results of operations to be expected for the remainder of the year. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, or GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. These consolidated financial statements should be read in conjunction with our December 31, 1999 audited consolidated financial statements and related notes, included in our 1999 Annual Report on Form 10-K. 2 2. EARNINGS PER SHARE, OR EPS The following table is a reconciliation of basic and diluted EPS:
For the Three Months Ended March 31, --------------------------------------------------------------------------- 2000 1999 --------------------------------------------------------------------------- (In Thousands, Average Per Share Average Per Share Except Share Data) Income Shares Amount Income Shares Amount - ------------------------------------------------------------------------------------------------------- Net income $55,497 $53,454 Less: preferred stock dividends 1,500 1,500 ------- ------- Basic EPS: Income available to common stockholders 53,997 48,705,240 $ 1.11 51,954 51,827,679 $1.00 ====== ====== Effect of dilutive unexercised stock options 682,414(1) 1,539,327(2) ---------- ---------- Diluted EPS: Income available to common stockholders plus assumed conversions $53,997 49,387,654 $ 1.09 $51,954 53,367,006 $0.97 ======= ========== ====== ======= ========== =====
(1) Options to purchase 1,683,698 shares of common stock at prices between $27.88 per share and $59.75 per share were outstanding as of March 31, 2000 but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares. (2) Options to purchase 356,152 shares of common stock at prices between $49.25 per share and $59.75 per share were outstanding as of March 31, 1999 but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares. 3. GUARANTEED PREFERRED BENEFICIAL INTEREST IN JUNIOR SUBORDINATED DEBENTURES On October 28, 1999, our wholly-owned finance subsidiary, Astoria Capital Trust I, issued $125.0 million aggregate liquidation amount of 9.75% Capital Securities due November 1, 2029, Series A referred to as Capital Securities. We have fully and unconditionally guaranteed the Capital Securities along with all obligations of Astoria Capital Trust I under the trust agreement. Astoria Capital Trust I was formed for the exclusive purpose of issuing the Capital Securities and common securities and using the proceeds to acquire an aggregate principal amount of $128.9 million of our 9.75% Junior Subordinated Debentures due November 1, 2029 referred to as Junior Subordinated Debentures. The sole assets of Astoria Capital Trust I are the Junior Subordinated Debentures. The Junior Subordinated Debentures are prepayable, in whole or in part, at our option on or after November 1, 2009 at declining premiums to maturity. Proceeds totaling $31.3 million from the issuance of the Junior Subordinated Debentures were used to increase the capital level of Astoria Federal and the remaining proceeds were used primarily for the repurchase of our common stock. 3 The balance outstanding on the Capital Securities was $125.0 million at March 31, 2000. The costs associated with the Capital Securities issuance have been capitalized and are being amortized using the straight-line method over a period of ten years. Distributions on the Capital Securities are payable semi- annually beginning May 1, 2000, and are reflected in our Consolidated Statements of Income as a component of non-interest expense under the caption "Capital trust securities." 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Astoria Financial Corporation Dated: August 7, 2000 By: /s/ Monte N. Redman -------------- -------------------- Monte N. Redman Executive Vice President and Chief Financial Officer (Principal Accounting Officer) 5 -----END PRIVACY-ENHANCED MESSAGE-----