1
Filed by New York Community Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: New York Community Bancorp, Inc.
Commission File No. 0-22278
The following is a press release issued by New York Community Bancorp, Inc.
on April 18, 2001:
2
Ilene A. Angarola
April 18, 2001 First Vice President
Investor Relations
(516) 683-4420
NEW YORK COMMUNITY BANCORP, INC.
REPORTS A 50% INCREASE IN 1ST QUARTER 2001 DILUTED CORE EPS TO $0.42
AND A 135% INCREASE IN 1ST QUARTER 2001 DILUTED EPS TO $0.66 PER SHARE
Westbury, N.Y., April 18, 2001 - New York Community Bancorp, Inc. (Nasdaq: NYCB)
today reported core earnings of $17.4 million, or $0.42 per diluted share, for
the three months ended March 31, 2001, as compared to reported earnings of $7.6
million, or $0.28 per diluted share, for the three months ended March 31,
2000(1). The 2001 amounts exclude a non-recurring net gain of $10.3 million on
the sale of loans and securities during the quarter, which boosted the Company's
reported earnings to $27.6 million, or $0.66 per diluted share.
The Company also reported cash earnings of $33.0 million, or $0.79 per diluted
share, for the first quarter of 2001, up from $10.1 million, or $0.37 per
diluted share, for the year-earlier three months. In addition to providing $5.4
million, or 19.6%, more to tangible capital than its reported earnings, the
Company's cash earnings provided a return on average assets of 2.85% and a
return on average stockholders' equity of 47.13%.
Chairman, President, and Chief Executive Officer Joseph R. Ficalora noted that
the Company's first quarter 2001 performance not only reflects ongoing internal
growth and improvements in its business, but also its November 30, 2000 purchase
acquisition of Haven Bancorp, with $2.7 billion in assets and 70 branch offices.
"During the quarter, the Company achieved the objectives set forth at the time
of the Haven transaction, with an additional $560.0 million of the acquired
loans and securities having been sold. This brings the sale of acquired assets
to $1.2 billion, in line with our initial expectations. The bulk of the proceeds
have since been used to reduce liabilities, to fund mortgage originations, and
to invest into readily marketable collateralized mortgage obligations,
consistent with our current asset and liability management strategy. In the
current rate environment, our sights are sharply focused on shortening the
maturities of our assets and further de-leveraging the balance sheet. With
approximately $1.2 billion of CDs expected to reprice downward over the next
four quarters, we are very well positioned to grow earnings throughout 2001."
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(1) Per-share amounts for the year 2000 have been adjusted to reflect a 3-for-2
stock split on March 29, 2001.
- continued -
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New York Community Bancorp Reports 1st Quarter 2001 Earnings 2 2 2 2 2
"We also completed the integration and upgrade of the Bank's data processing
systems, a complex undertaking that confirmed our ability to execute a key
component of our post-merger strategy. Of lesser importance, but worthy of note,
was the first quarter sale of CFS Insurance Agency, which was acquired in the
Haven transaction, with no meaningful impact on our first quarter results," Mr.
Ficalora said.
"We also maintained an aggressive approach to managing our capital. In addition
to de-leveraging our balance sheet, we maintained an active share repurchase
program. More than two million shares were repurchased over the course of the
quarter, including 1.3 million shares repurchased in connection with the
exercise of stock options by current or former officers and directors of the
combined company. At March 31st, an additional 1,140,209 shares were still
available for repurchase under the authorization approved by the Board on
February 6, 2001.
"The quarter also confirmed our earnings expectations in the wake of the
acquisition and the implementation of our various corporate strategies.
Reflecting significant revenue growth from net interest income and other
operating income, we achieved a 135% increase in diluted earnings per share on a
reported basis and, on the basis of core earnings, an increase of 50%. Net
interest income rose 114% to $35.1 million, while other operating income
experienced a better than 25-fold increase. Even excluding the one-time gain on
sales of $15.7 million, the growth in other operating income was substantial,
fueled by an increase in fee income from an expanded branch network and customer
base. At the same time, our effective tax rate was somewhat lower, at an
anticipated run rate between 35% and 36%. While operating expense was boosted by
the cost of the systems conversion," Mr. Ficalora continued, "we would expect
such expenses to be somewhat lower in the quarters ahead.
"Based on our first quarter results and the strategic direction we have taken,"
Mr. Ficalora stated, "I currently anticipate that our core diluted earnings per
share for 2001 will range between $1.80 and $1.83, as adjusted for our recent
stock split. Similarly, I currently anticipate that our diluted cash earnings
per share will range between $2.38 and $2.41, as adjusted for the split.
"These estimates, which exclude any impact from the proposed merger with
Richmond County Financial Corp., are based on our assessment of the current
interest rate environment, its expected direction over the next four quarters,
and the following expectations regarding our results:
- Net interest income, interest rate spread, and net interest margin are
expected to benefit from the anticipated repricing of approximately
$1.2 billion in CDs with a current cost of approximately 5.92%;
- continued -
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New York Community Bancorp Reports 1st Quarter 2001 Earnings 3 3 3 3 3
- In addition, the proceeds from the sale of one-to-four family mortgage
loans and securities will be deployed into the origination of
multi-family, commercial real estate, and construction loans with a
shorter term to maturity;
- Our branch network is expected to generate substantial fee income and
income from the sale of banking services and investment products;
- Operating expenses will reflect our focus on expense control, with an
expected run rate of $17.0 million to $17.5 million per quarter for
the remainder of 2001;
- Tax benefits will be maximized, resulting in an expected effective tax
rate of 35% to 36%.
"Again, these estimates do not include the impact of the proposed merger with
Richmond County Financial, which is expected to close during the third quarter,
subject to the approval of our respective shareholders and regulatory agencies.
We are currently in the process of preparing the necessary filings and look
forward to issuing our joint proxy/prospectus as soon as possible," Mr. Ficalora
said.
Earnings Summary
- Reflecting current strategy and a significant level of mortgage loan
production, interest income rose $48.1 million to $84.4 million. The
increase stemmed from a $2.5 billion rise in the average balance of
interest-earning assets to $4.3 billion, which offset an eight-basis
point drop in the average yield to 7.81%.
- Interest expense rose $29.4 million to $49.2 million, reflecting a
$2.4 billion rise in the average balance of interest-bearing
liabilities to $4.1 billion and a 19-basis point rise in the average
cost to 4.83%.
- Net interest income rose $18.7 million year-over-year to $35.1
million. The Company's interest rate spread rose to 2.98% from 2.93%
in the trailing quarter, while its net interest margin rose to 3.25%
from 3.24% in the trailing three-month period.
- The provision for loan losses continued to be suspended, as it has
been since the third quarter of 1995.
- continued -
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New York Community Bancorp Reports 1st Quarter 2001 Earnings 4 4 4 4 4
- Other operating income rose to $28.5 million from $1.1 million. In
addition to the $15.7 million pre-tax gain on sales, the increase
reflects a 16-fold increase in fee income to $7.9 million, primarily
reflecting the benefit of the Haven acquisition, and a seven-fold
increase in core other income to $4.7 million, including investment
product revenues, BOLI income, and other operating income.
- Non-interest expense rose to $20.9 million, including operating
expense of $19.4 million and goodwill amortization of $1.5 million. In
addition to the costs incurred in operating a vastly expanded branch
network, the higher level of operating expense reflects certain
non-recurring expenses stemming from the systems conversion that
occurred in the first quarter of the year.
- Income tax expense rose $10.7 million to $15.1 million, reflecting a
$30.8 million increase in pre-tax income to $42.7 million. The 2001
amount reflects an effective tax rate of 35.3%.
Balance Sheet Summary
- Reflecting the aforementioned sale of loans and securities during the
first quarter, the Company recorded total assets of $4.6 billion at
March 31, 2001, down $76.3 million from the level recorded at December
31, 2000. Mortgage loans represented $3.2 billion, or 68.0% of total
assets, down $440.1 million from the year-end amount.
- Reflecting the sale of one-to-four family mortgage loans totaling
$526.0 million, the portfolio of one-to-four family mortgage loans
declined $539.3 million to $727.7 million, or 23.1% of mortgage loans
outstanding, from $1.3 billion, or 35.2%, at year-end 2000.
- At the same time, the portfolio of multi-family mortgage loans rose to
$2.0 billion, representing 64.4% of mortgage loans outstanding, from
$1.9 billion, representing 54.1%. The $86.0 million increase in
multi-family loans was complemented by a $15.2 million rise in
commercial real estate loans to $339.2 million, representing 10.7% of
the mortgage loan portfolio at March 31, 2001.
- continued -
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New York Community Bancorp Reports 1st Quarter 2001 Earnings 5 5 5 5 5
- Mortgage originations totaled $257.6 million during the quarter, and
included $166.0 million in loans secured by multi-family buildings,
$27.8 million in loans secured by commercial real estate properties,
and $59.7 million in loans secured by one-to-four family homes.
- At April 17, 2001, the Company's pipeline held $281.0 million of
mortgage loans, including multi-family loans of $205.0 million.
- The Company recorded its 26th consecutive quarter without any net
charge-offs. Non-performing assets declined $221,000 from the year-end
2000 amount to $8.8 million, representing 0.19% of total assets at
March 31, 2001. The reduction was the net effect of a $359,000 decline
in non-performing loans to $8.7 million and a $138,000 increase in
foreclosed real estate to $150,000. The $8.7 million consisted of
mortgage loans in foreclosure totaling $2.8 million and loans 90 days
or more delinquent totaling $5.9 million.
- In the absence of any net charge-offs or provisions for loan losses,
the allowance for loan losses held steady at $18.1 million,
representing 206.85% of non-performing loans and 0.57% of loans, net.
- Securities held to maturity declined $40.9 million to $181.6 million,
while mortgage-backed securities held to maturity declined $42,000 to
$1.9 million at quarter's end. These reductions were partly offset by
a $423.7 million increase in money market investments to $548.3
million (largely reflecting the proceeds from the sale of loans that
settled at the close of the quarter), and by a $38.7 million rise in
securities available for sale to $342.4 million after $40.0 million of
such securities were sold.
- Deposits declined $43.4 million to $3.2 billion, the net effect of a
$64.9 million decline in CDs to $1.8 billion (representing 56.3% of
total deposits) and a $21.5 million rise in core deposits to $1.4
billion (representing 43.7%). Borrowings totaled $1.0 billion at March
31, 2001, down $4.3 million from the total recorded at December 31st.
- Stockholders' equity totaled $286.4 million at March 31, 2001,
representing 6.18% of total assets and a book value of $7.05 per
share, based on 40,638,843 shares. In addition to distributing cash
dividends of $6.9 million during the quarter, the Company allocated
$54.9 million toward the repurchase of 2.2 million shares.
- continued -
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New York Community Bancorp Reports 1st Quarter 2001 Earnings 6 6 6 6 6
New York Community Bancorp, Inc. is the holding company for New York Community
Bank. The Company serves its customers through 19 traditional and 67 in-store
branch offices in New York City, Long Island, Westchester and Rockland counties,
Connecticut, and New Jersey, and is one of the leading multi-family mortgage
lenders in the United States. Additional information about the Company is
available at its web site, www.myNYCB.com.
New York Community Bancorp and Richmond County Financial Corp. will be filing a
joint proxy statement/ prospectus and other relevant documents concerning the
merger with the United States Securities and Exchange Commission (the "SEC"). WE
URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Investors will be able to obtain these documents free of charge at the SEC's web
site (www.sec.gov). In addition, documents filed with the SEC by New York
Community Bancorp will be available free of charge from Ilene A. Angarola, First
Vice President, Investor Relations, New York Community Bancorp, 615 Merrick
Avenue, Westbury, New York 11590. Documents filed with the SEC by Richmond
County Financial Corp. will be available free of charge from Thomas R. Cangemi,
Executive Vice President and Chief Financial Officer, Richmond County Financial
Corp., 1214 Castleton Avenue, Staten Island, New York 10310-1702.
The directors, executive officers, and certain other members of management of
New York Community Bancorp and Richmond County Financial Corp. may be soliciting
proxies in favor of the merger from the companies' respective shareholders. For
information about these directors, executive officers, and members of
management, shareholders are asked to refer to the most recent proxy statements
issued by the respective companies, which are available at the addresses
provided in the preceding paragraph.
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995
This release contains certain forward-looking statements, including the earnings
outlook provided above, with regard to the Company's prospective performance and
strategies within the meaning of Section 27A of the Securities Act of 1993, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
said safe harbor provisions.
- continued -
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New York Community Bancorp Reports 1st Quarter 2001 Earnings 7 7 7 7 7
These forward-looking statements are based on current expectations, but actual
results may differ materially from anticipated future results. Forward-looking
statements, which are based on certain assumptions and describe future plans,
strategies, and expectations of the Company, are generally identified by use of
the words "believe," "expect," "intend," "anticipate," "estimate," "project," or
similar expressions. The Company's ability to predict results or the actual
effects of future plans or strategies is inherently uncertain. Factors that
could have a material adverse effect on the operations of the Company and its
subsidiaries include, but are not limited to, changes in market interest rates,
general economic conditions, legislation, and regulation; changes in the
monetary and fiscal policies of the U.S. Government, including policies of the
U.S. Treasury and the Federal Reserve Board; changes in the quality or
composition of the loan or investment portfolios, demand for loan products,
deposit flows, competition, and demand for financial services in the Company's
market area; changes in accounting principles and guidelines; and other
economic, competitive, governmental, regulatory, and technological factors
affecting the Company's operations, pricing, and services.
Specific factors that could cause future results to vary from current management
expectations are detailed from time to time in the Company's SEC filings, most
recently including its Annual Report on Form 10-K for the twelve months ended
December 31, 2000.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. Except as required
by applicable law or regulation, the Company undertakes no obligation to update
these forward-looking statements to reflect events or circumstances that occur
after the date on which such statements were made.
- Financial Statements and Highlights Follow -
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NEW YORK COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
(in thousands)
MARCH 31, DECEMBER 31,
2001 2000
(unaudited)
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ASSETS
Cash and due from banks $ 82,064 $ 133,093
Money market investments 548,300 124,622
Securities held to maturity (estimated market value of
$180,753 and $220,608, respectively) 181,628 222,534
Mortgage-backed securities held to maturity (estimated market
value of $1,942 and $1,979, respectively) 1,881 1,923
Securities available for sale 342,449 303,734
Mortgage loans:
1-4 family 727,746 1,267,080
Multi-family 2,031,701 1,945,656
Commercial real estate 339,261 324,068
Construction 57,425 59,469
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Total mortgage loans 3,156,133 3,596,273
Other loans 32,654 39,748
Less: Unearned loan fees (1,953) (1,571)
Allowance for loan losses (18,064) (18,064)
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Loans, net 3,168,770 3,616,386
Premises and equipment, net 38,167 39,191
Goodwill 116,589 118,070
Deferred tax asset, net 29,207 42,360
Other assets 125,453 108,872
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Total assets $ 4,634,508 $ 4,710,785
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LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
NOW and money market accounts $ 726,030 $ 719,420
Savings accounts 504,826 492,604
Certificates of deposit 1,808,927 1,873,810
Non-interest-bearing accounts 174,031 171,360
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Total deposits 3,213,814 3,257,194
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Official checks outstanding 32,598 41,239
Borrowings 1,033,222 1,037,505
Mortgagors' escrow 30,119 11,291
Other liabilities 38,392 56,146
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Total liabilities 4,348,145 4,403,375
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Stockholders' equity:
Preferred stock at par $0.01 (5,000,000 shares authorized;
none issued) -- --
Common stock at par $0.01 (60,000,000 shares authorized;
46,455,336 shares issued; 43,457,043 and 44,370,186
shares outstanding at March 31, 2001 and December 31,
2000, respectively)(1) 465 310
Paid-in capital in excess of par 177,586 174,450
Retained earnings (substantially restricted) 143,139 146,514
Less: Treasury stock (2,998,293 and 2,085,853 shares,
respectively)(1) (29,623) (2,388)
Unallocated common stock held by ESOP (8,382) (8,485)
Common stock held by SERP (3,770) (3,770)
Unearned common stock held by RRPs (41) (41)
Accumulated other comprehensive income, net of tax effect 6,989 820
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Total stockholders' equity 286,363 307,410
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,634,508 $ 4,710,785
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(1) Share amounts for the year 2000 have been adjusted to reflect a 3-for-2
stock split on March 29, 2001.
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NEW YORK COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
FOR THE
THREE MONTHS ENDED
MARCH 31,
---------------------
2001 2000
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INTEREST INCOME:
Mortgage and other loans $70,509 $33,126
Securities 8,903 3,023
Mortgage-backed securities 2,792 62
Money market investments 2,154 58
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Total interest income 84,358 36,269
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INTEREST EXPENSE:
NOW and money market accounts 3,936 785
Savings accounts 2,139 1,601
Certificates of deposit 27,180 8,076
Borrowings 15,969 9,357
Mortgagors' escrow 4 7
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Total interest expense 49,228 19,826
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Net interest income 35,130 16,443
Provision for loan losses -- --
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Net interest income after
provision for loan losses 35,130 16,443
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OTHER OPERATING INCOME:
Fee income 7,933 501
Other 20,548 610
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Total other operating income 28,481 1,111
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NON-INTEREST EXPENSE:
Compensation and benefits(1) 9,714 3,488
Occupancy and equipment 3,372 744
General and administrative 5,662 1,242
Other 672 164
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Total operating expense 19,420 5,638
Amortization of goodwill 1,482 --
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Total non-interest expense 20,902 5,638
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Income before income taxes 42,709 11,916
Income tax expense(2) 15,065 4,322
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NET INCOME $27,644 $7,594
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EARNINGS PER SHARE(3) $0.68 $0.28
DILUTED EARNINGS PER SHARE(3) $0.66 $0.28
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(1) Includes non-cash items of $0.894 million and $0.440 million, respectively.
(2) Includes non-cash items of $2.500 million and $1.413 million, respectively.
(3) Amounts for the year 2000 have been adjusted to reflect a 3-for-2 stock
split on March 29, 2001.
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NEW YORK COMMUNITY BANCORP, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS
(unaudited)
AT OR FOR THE
THREE MONTHS ENDED
MARCH 31,
---------------------------------------
(dollars in thousands, except per share data) 2001 2000
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CORE EARNINGS DATA:(1)
Earnings $17,393 $7,594
Earnings per share(2) 0.43 0.28
Diluted earnings per share(2) 0.42 0.28
Return on average assets 1.50% 1.58%
Return on average stockholders' equity 24.84 23.49
Operating expense to average assets 1.68 1.18
Efficiency ratio 40.59 32.12
REPORTED EARNINGS DATA:
Earnings $27,644 $7,594
Earnings per share(2) 0.68 0.28
Diluted earnings per share(2) 0.66 0.28
Return on average assets 2.39% 1.58%
Return on average stockholders' equity 39.49 23.49
Operating expense to average assets 1.68 1.18
Efficiency ratio 30.53 32.12
Shares used for EPS computation(2) 40,889,323 26,804,308
Shares used for diluted EPS computation(2) 41,573,959 27,218,232
CASH EARNINGS DATA:
Earnings $32,995 $10,141
Earnings per share(2) 0.81 0.38
Diluted earnings per share(2) 0.79 0.37
Return on average assets 2.85% 2.11%
Return on average stockholders' equity 47.13 31.36
Operating expense to average assets 1.60 1.08
Efficiency ratio 29.12 29.61
AVERAGE BALANCE SHEET DATA:
Mortgage and other loans $3,642,448 $1,635,542
Total interest-earning assets 4,320,091 1,839,296
Interest-bearing deposits 3,074,352 1,022,145
Borrowings 1,035,057 674,542
Stockholders' equity 280,047 129,341
Average yield on interest-earning assets 7.81% 7.89%
Average cost of interest-bearing liabilities 4.83 4.64
Interest rate spread 2.98 3.25
Net interest margin 3.25 3.58
AT MARCH 31, AT DECEMBER 31,
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2001 2000
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BALANCE SHEET DATA:(2)
Book value per share $7.05 $7.41
Regulatory leverage capital ratio 5.25% 5.02%
Stockholders' equity to total assets 6.18 6.52
Shares used for book value computation 40,638,843 41,517,306
Total shares issued and outstanding 43,457,043 44,370,186
ASSET QUALITY RATIOS:
Non-performing loans to loans, net 0.28% 0.25%
Non-performing assets to total assets 0.19 0.19
Allowance for loan losses to non-performing loans 206.85 198.68
Allowance for loan losses to loans, net 0.57 0.50
(1) Core earnings for the first quarter of 2001 exclude a non-recurring net
gain of $10.3 million on the sale of loans and securities. Core earnings
for the first quarter of 2000 are the same as reported earnings for the
corresponding period.
(2) Amounts for the year 2000 have been adjusted to reflect a 3-for-2 stock
split on March 29, 2001.