As filed with the Securities and Exchange Commission on August 15, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
July 31, 2001
NEW YORK COMMUNITY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-22278 06-1377322
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) No.)
615 Merrick Avenue 11590
Westbury, New York
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 683-4100
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 2001, the merger of Richmond County Financial Corp., a
Delaware corporation ("Richmond County"), with and into New York Community
Bancorp, Inc., a Delaware corporation (the "Company"), as contemplated by the
Agreement and Plan of Merger dated as of March 27, 2001 (the "Merger
Agreement") between the Company and Richmond County, was consummated.
The preceding is qualified in its entirety by reference to the Merger
Agreement and a press release, which are attached hereto as Exhibits 2.1 and
99.1, respectively, and are incorporated herein by reference.
ITEM 5. OTHER EVENTS.
Pursuant to the Merger Agreement, the Company amended its Bylaws
effective as of the Effective Time (as defined in the Merger Agreement). The
Company's amended and restated Bylaws are attached hereto as Exhibit 3.1 and are
incorporated herein by reference.
The Board of Directors of the Company consists of nine members: Joseph
R. Ficalora, Donald M. Blake, Max L. Kupferberg, Howard C. Miller, Dominick
Ciampa, Michael F. Manzulli, Anthony E. Burke, Robert S. Farrell and William C.
Frederick, MD. The members of the Board of Directors of the Company have been
allocated to three classes of directors. The three directors whose term will
expire in 2002 are: Max L. Kupferberg, Dominick Ciampa and William C. Frederick,
MD; the three directors whose term will expire in 2003 are: Joseph R. Ficalora,
Michael F. Manzulli and Robert S. Farrell; and the three directors whose term
will expire in 2004 are: Donald M. Blake, Howard C. Miller and Anthony E. Burke.
Pursuant to the Merger Agreement, Michael F. Manzulli has been elected
Chairman of the Board of the Company, Anthony E. Burke has been appointed Senior
Executive Vice President and the Chief Operating Officer of the Company and
Thomas R. Cangemi has been appointed Executive Vice President of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
(i) The Consolidated Financial Statements of Richmond County as
of June 30, 2000 and 1999, and for the each of the three
years ended June 30, 2000, 1999 and 1998, are incorporated
herein by reference.
(ii) The Unaudited Consolidated Financial Statements of Richmond
County as of March 31, 2001, and for each of the nine months
ended March 31, 2001 and 2000 are incorporated herein by
reference.
(b) Pro Forma Financial Information
(i) Company Pro Forma Combined Condensed Consolidated Statement
of Financial Condition as of June 30, 2001.
(ii) Company Pro Forma Combined Condensed Consolidated Statement
of Income for the year ended December 31, 2000.
(iii) Company Pro Forma Combined Condensed Statement of Income for
the six months ended June 30, 2001.
PRO FORMA FINANCIAL INFORMATION
NEW YORK COMMUNITY BANCORP, INC. AND SUBSIDIARY AND
RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL CONDITION AND STATEMENT OF INCOME
The following Unaudited Pro Forma Combined Condensed Consolidated
Statement of Financial Condition combines the historical Consolidated Statement
of Financial Condition of New York Community Bancorp, Inc. and subsidiary
(together, "New York Community") and the adjusted historical Consolidated
Statement of Financial Condition of Richmond County Financial Corp. and
subsidiary (together, "Richmond County") giving effect to the consummation of
the merger on June 30, 2001, using the purchase method of accounting and giving
effect to the related pro forma adjustments described in the accompanying Notes
to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.
The following Unaudited Pro Forma Combined Condensed Consolidated
Statement of Income for the year ended December 31, 2000 combines the adjusted
historical Consolidated Statements of Income of New York Community and Richmond
County giving effect to the merger as if the merger had become effective at the
beginning of the period presented, using the purchase method of accounting and
giving effect to the related pro forma adjustments described in the accompanying
Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial
Statements. The historical Consolidated Statement of Income of New York
Community for the year ended December 31, 2000 includes the Consolidated
Statement of Income of Haven Bancorp, Inc. for the month ended December 31,
2000. The historical Consolidated Statement of Income of Haven Bancorp, Inc. for
the year ended December 31, 2000 only includes the Consolidated Statement of
Income of Haven Bancorp, Inc. for the eleven months ended November 30, 2000. The
adjusted historical Statement of Income of New York Community for the year ended
December 31, 2000 gives effect to the Haven acquisition, as if the acquisition
had become effective at the beginning of the period presented, using the
purchase method of accounting and giving effect to the Haven acquisition pro
forma adjustment. Richmond County's fiscal year ends June 30. The adjusted
historical Consolidated Statement of Income of Richmond County for the year
ended December 31, 2000 was prepared by adding the results of the six months
ended December 31, 2000 to the results of the fiscal year ended June 30, 2000
and deducting the results of the six months ended December 31, 1999.
The following Unaudited Pro Forma Combined Consolidated Statement of
Income for the six months ended June 30, 2001 combines the historical
Consolidated Statements of Income of New York Community and Richmond County
giving effect to the merger as if the merger had become effective at the
beginning of the period presented, using the purchase method of accounting and
giving effect to the related pro forma adjustments described in the accompanying
Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial
Statements.
The unaudited pro forma combined condensed consolidated financial
statements included herein are presented for informational purposes only. This
information includes various estimates and may not necessarily be indicative of
the financial position or results of operations that would have occurred if the
merger had been consummated on the date or at the beginning of the period
indicated or which may be obtained in the future. The unaudited pro forma
combined condensed consolidated financial statements and accompanying notes
should be read in conjunction with and are qualified in their entirety by
reference to the historical financial statements and related notes thereto of
New York Community and Richmond County information and notes thereto appearing
elsewhere herein.
We anticipate that the merger will provide the combined company with
financial benefits that include reduced operating expenses. The pro forma
information, while helpful in illustrating the financial characteristics of the
combined company under one set of assumptions, does not reflect the benefits of
expected cost savings or opportunities to earn additional revenue and,
accordingly, does not attempt to predict or suggest future results. It also does
not necessarily reflect what the historical results of the combined company
would have been had our companies been combined during these periods.
NEW YORK COMMUNITY BANCORP, INC. AND SUBSIDIARY AND
RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL CONDITION
AS OF JUNE 30, 2001
(IN THOUSANDS)
NEW YORK RICHMOND
COMMUNITY COUNTY PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENT COMBINED
---------- ---------- ---------- ---------
ASSETS
Cash and due from banks.................................... $ 129,502 $ 69,473 $ (56,041)(B) $ 138,779
(42,349)(B)
38,194 (E)
Money market investments................................... 101,600 900 102,500
Securities available for sale.............................. 619,789 1,321,947 14,500)(C) 1,939,443
12,207 (C)
Securities held to maturity and FHLB Stock................. 98,818 104,023 202,841
Loans receivable........................................... 3,291,589 1,949,760 10,000 (C) 5,251,349
Allowance for loan losses.................................. (18,064) (22,349) (40,413)
Loans receivable, net...................................... 3,273,525 1,927,411 10,000 5,210,936
Excess of cost over fair value of net assets
acquired and other intangibles.......................... 115,107 94,097 (94,097)(C) 666,954
551,847 (D)
Other assets............................................... 178,267 166,076 22,416 (B) 376,556
(10,000)(C)
24,680 (C)
(4,883)(C)
Total assets............................................... $4,516,608 $3,683,927 $ 437,474 $8,638,009
========== ========== ============= ==========
LIABILITIES
Deposits................................................... $3,074,639 $2,538,153 $ 15,000 (C) $5,627,792
Borrowings................................................. 1,038,295 807,665 32,200 (C) 1,878,160
Other liabilities.......................................... 113,922 20,486 (5,616)(C) 111,852
(16,940)(B)
Total liabilities.......................................... $4,226,856 $3,366,304 $ 24,644 $7,617,804
========== ========== ============= ==========
STOCKHOLDERS' EQUITY
Common stock............................................... $ 465 $ 327 $ (327)(E) $ 736
271 (B)
Additional paid-in capital................................. 181,129 329,640 (329,640)(E) 911,311
730,182 (B)
Retained earnings.......................................... 147,643 167,783 (167,783)(E) 147,643
Treasury stock............................................. (32,186) (134,609) 134,609 (E) (32,186)
Unearned compensation and ESOP............................. (12,090) (38,194) 38,194 (E) (12,090)
Accumulated other comprehensive income
(loss).................................................. 4,791 (7,324) 7,324 (E) 4,791
---------- ---------- ------------- ----------
Total stockholders' equity................................. $289,752 $ 317,623 $ 412,830 $1,020,205
---------- ---------- ------------- ----------
Total liabilities and stockholders' equity................. $4,516,608 $3,683,927 $ 437,474 $8,638,009
========== ========== ============= ==========
The accompanying notes are an integral part of the
unaudited pro forma combined condensed
consolidated financial information.
NEW YORK COMMUNITY BANCORP, INC. AND SUBSIDIARY AND
RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
HAVEN NEW YORK RICHMOND RICHMOND
NEW YORK HAVEN ACQUISITION COMMUNITY COUNTY COUNTY
COMMUNITY BANCORP PRO FORMA ADJUSTED ADJUSTED PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENT HISTORICAL HISTORICAL ADJUSTMENT COMBINED
---------- ---------- ---------- ---------- ---------- ---------- --------
Interest income:
Loans.............................. $151,626 $127,102 $(32,435)(J) $ 246,293 $ 127,898 $ (1,500)(F) $ 372,691
Securities......................... 21,769 63,423 (3,805)(J) 81,387 81,225 1,700 (F) 164,312
Money market investments........... 1,437 471 1,908 647 2,555
-------- -------- -------- ---------- ---------- -------- ----------
Total interest income............ 174,832 190,996 (36,240) 329,588 209,770 200 539,558
-------- -------- -------- ---------- ---------- -------- ----------
Interest expense:
Deposits........................... 52,449 80,334 (5,738)(J) 127,045 65,771 (5,500)(F) 187,316
Borrowed funds..................... 49,302 40,311 (35,657)(J) 53,956 43,788 (9,300)(F) 88,444
-------- -------- -------- ---------- ---------- -------- ----------
Total interest expense........... 101,751 120,645 (41,395) 181,001 109,559 (14,800) 275,760
-------- -------- -------- ---------- ---------- -------- ----------
Net interest income................ 73,081 70,351 5,155 148,587 100,211 15,000 263,798
Provision for loan losses.......... 0 1,946 0 1,946 1,200 3,146
-------- -------- -------- ---------- ---------- -------- ----------
Net interest income after
provision for loan losses....... 73,081 68,405 5,155 146,641 99,011 15,000 260,652
-------- -------- -------- ---------- ---------- -------- ----------
Non-interest income:
Fee income....................... 4,595 20,828 25,423 10,768 36,191
Other income..................... 17,050 11,629 28,679 (3,459) 25,220
-------- -------- -------- ---------- ---------- -------- ----------
Total non-interest income........ 21,645 32,457 54,102 7,309 0 61,411
-------- -------- -------- ---------- ---------- -------- ----------
Non-interest expense:
Compensation and benefits........ 39,014 35,713 74,727 29,090 103,817
Occupancy and equipment.......... 3,953 11,917 15,870 12,255 (300)(L) 27,825
Other............................ 6,363 30,542 36,905 10,002 46,907
Amortization of excess of cost
over fair value of net assets
acquired....................... 494 5,434 (K) 5,928 4,018 (4,018) 33,520
27,592 (G)
-------- -------- -------- ---------- ---------- --------
Total non-interest expense....... 49,824 78,172 5,434 133,430 55,365 23,274 212,069
-------- -------- -------- ---------- ---------- -------- ----------
Income before income tax expense... 44,902 22,690 (279) 67,313 50,955 (8,274) 109,994
Income tax expense................. 20,425 9,730 (282) 29,873 13,855 43,728
-------- -------- -------- ---------- ---------- -------- ----------
Net income......................... $ 24,477 $ 12,960 $ 3 $ 37,440 $ 37,100 $ (8,274) $ 66,266
======== ======== ======== ========== ========== ======== ==========
Net income:
Applicable to common
stockholders:
Basic............................ $ 37,440 $ 37,100 $ (8,274) $ 66,266
Diluted.......................... 37,440 37,100 (8,274) 66,266
Net income per share:
Basic............................ 1.32 1.49 1.23
Diluted.......................... 1.28 1.47 1.20
Weighted average common shares:
Basic............................ 28,268,514 24,899,329 53,665,829
Diluted.......................... 29,297,382 25,238,095 55,040,239
The accompanying notes are an integral part of the
unaudited pro forma combined condensed
consolidated financial information.
NEW YORK COMMUNITY BANCORP, INC. AND SUBSIDIARY AND
RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
NEW YORK RICHMOND
COMMUNITY COUNTY PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENT COMBINED
---------- ---------- ---------- ---------
Interest income:
Loans........................................................... $ 133,607 $ 69,808 $ (800)(F) $ 202,615
Securities...................................................... 24,227 45,912 800 (F) 70,939
Money market investments........................................ 4,839 586 5,425
----------- ----------- -------- ----------
Total interest income........................................ 162,673 116,306 0 278,979
----------- ----------- -------- ----------
Interest expense:
Deposits........................................................ 63,261 39,796 (2,750)(F) 100,307
Borrowed funds.................................................. 28,079 21,501 (4,650)(F) 44,930
----------- ----------- -------- ----------
Total interest expense....................................... 91,340 61,297 (7,400) 145,237
----------- ----------- -------- ----------
Net interest income.......................................... 71,333 55,009 7,400 133,742
Provision for loan losses....................................... 0 600 600
----------- ----------- -------- ----------
Net interest income after provision for
loan losses................................................ 71,333 54,409 7,400 133,142
----------- ----------- -------- ----------
Non-interest income:
Fee income................................................... 15,722 5,365 21,087
Other income................................................. 23,887 2,674 26.561
----------- ----------- -------- ----------
Total non-interest income.................................... 39,609 8,039 0 47,648
----------- ----------- -------- ----------
Non-interest expense:
Compensation and benefits.................................... 17,542 15,828 33,370
Occupancy and equipment...................................... 7,088 3,793 (100)(L) 10,781
Other........................................................ 12,357 8,644 21,001
Amortization of excess of cost over fair
value of net assets acquired............................... 2,964 2,478 (2,478) 16,760
13,796 (G)
--------
Total non-interest expense................................... 39,951 30,743 11,218 81,912
----------- ----------- -------- ----------
Income before income tax expense................................ 70,991 31,705 (3,818) 98,878
Income tax expense.............................................. 24,652 11,008 35,660
----------- ----------- -------- ----------
Net income...................................................... $ 46,339 $ 20,697 $ (3,818) $ 63,218
=========== =========== ======== ==========
Net income:
Applicable to common stockholders:
Basic........................................................ $ 46,339 $ 20,697 $ (3,818) $ 63,218
Diluted...................................................... 46,339 20,697 (3,818) 63,218
Net income per share:
Basic........................................................ 1.15 0.88 0.98
Diluted...................................................... 1.13 0.84 0.96
Weighted average common shares:
Basic........................................................ 40,307,810 23,513,000 64,291,070
Diluted...................................................... 40,947,761 24,582,000 66,021,401
The accompanying notes are an integral part of the
unaudited pro forma combined condensed
consolidated financial information.
NEW YORK COMMUNITY BANCORP, INC. AND SUBSIDIARY
AND
RICHMOND COUNTY FINANCIAL CORP. AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND JUNE 30, 2001
(A) Basis of Presentation
The Unaudited Pro Forma Combined Condensed Consolidated Statement of
Financial Condition of New York Community and Richmond County at June 30, 2001
has been prepared as if the merger had been consummated on that date. The
Unaudited Pro Forma Combined Condensed Consolidated Statements of Income for the
year ended December 31, 2000 and the six months ended June 30, 2001 were
prepared as if the merger had been consummated at the beginning of the periods
presented. The Unaudited Pro Forma Condensed Consolidated Statements of Income
for the year ended December 31, 2000 were also prepared as if the acquisition of
Haven Bancorp, Inc. had been consummated at the beginning of 2000. The unaudited
pro forma combined condensed consolidated financial statements are based on the
historical financial statements of New York Community and Richmond County after
giving effect to the merger under the purchase method of accounting and the
assumptions and adjustments in the notes that follow.
Assumptions relating to the pro forma adjustments set forth in the
unaudited pro forma combined condensed consolidated financial statements are
summarized as follows:
(i) Estimated fair values--Estimated fair value for securities
available for sale, loans, deposits and borrowings were determined by
New York Community and Richmond County with the assistance of Salomon
Smith Barney Inc., Sandler O'Neill & Partners, L.P. and Lehman Brothers
Inc. The resulting net discount/premium on securities held-to-maturity
and loans, respectively, for purposes of these pro forma financial
statements, is being accreted/amortized to interest income using a
method that approximates the level yield method over five to ten years,
respectively. The actual discount/premium will be accreted/amortized to
interest income to produce a constant yield to maturity. The resulting
net premium and discount on deposits and borrowings, respectively, is
being amortized/accreted into interest using a method that approximates
the level yield method over their remaining estimated lives.
(ii) Income taxes--A net deferred tax asset was recorded equal
to the deferred tax consequences associated with the differences
between the tax basis and book basis of the assets acquired and
liabilities assumed, using an effective tax rate of 40%.
(B)
CASH 100% STOCK TOTAL
------ ---------- -----
(IN THOUSANDS)
Richmond County's total common shares outstanding (i) (ii)............... $ 730,453 $730,453
Cash-out of incremental stock options, net of tax (iii).................. $25,410 25,410
Estimated transaction cost (iv).......................................... 33,624 33,624
------- --------- --------
$59,034 $ 730,453 $789,487
======= ========= ========
(C) Purchase accounting adjustments are estimated as follows:
(IN THOUSANDS)
--------------
Richmond County's net assets-historical at June 30,
2001(v)................................................................. $317,623
Adjustments to Richmond County's statement of condition:
Termination of Richmond County's MRP...................................... $ 9,673
Tax benefits associated with the termination of MRP....................... 5,616
Termination of Richmond County's ESOP..................................... 28,521
---------
Subtotal.................................................................. 43,810
The excess of cost over the fair value of net assets acquired............. (94,097)
Securities available for sale, net of tax (to restore the
markdown on June 30, 2001).............................................. 7,324
---------
Subtotal.................................................................. (86,773)
Fair value adjustment:
Securities available for sale............................................. (14,500)
Loans receivable.......................................................... 10,000
Properties and Equipment writedown........................................ (10,000)
Deposits.................................................................. (15,000)
Borrowings................................................................ (32,200)
--------
Subtotal--net fair value adjustments...................................... (61,700)
Tax effects of fair value adjustments at 40%.............................. 24,680
--------
Total net adjustments to net assets acquired.............................. (37,020)
--------
Adjusted net assets acquired.............................................. $237,640
========
--------------
(i) Based on 27,071,346 shares of Richmond County common stock outstanding as
of March 31, 2001.
(ii) Based on average market closing price between March 22 and March 28, 2001
of $26.983 of New York Community common stock and exchange ratio of 1.02
of Richmond County common stock to New York Community common stock.
(iii) Assumes that none of the holders of Richmond County's stock options elect
to exchange such options into New York Community options. As of March 31,
2001, there were 3,200,495 outstanding options to purchase Richmond County
common stock with a weighted average price of $14.29. Effective tax rate
at 40%.
(iv) Estimated transaction costs of $33.624 million consist of the following:
(IN THOUSANDS)
--------------
Merger-related compensation and severance......................................... $ 34,785
Professional services............................................................. 13,080
System and facilities conversion and other expense................................ 8,175
--------
Subtotal.......................................................................... $56,040
Tax effects....................................................................... (22,416)
--------
Total............................................................................. $33,624
========
(v) Fair value adjustments in accordance with purchase accounting under
accounting principles generally accepted in the United States of America.
(D) The excess of cost over the fair value of net assets acquired is
set forth below:
(IN THOUSANDS)
--------------
Total cost:
Stock portion.......................................................... $ 730,453
Cash portion........................................................... 59,034
---------
Subtotal............................................................... $ 789,487
Net assets acquired.................................................... 237,640
---------
Total excess of cost over the fair value of net assets acquired............. $ 551,847
=========
(E) Purchase accounting adjustments to eliminate Richmond County's
stockholders' equity account.
(F) Pro forma adjustments to interest income and interest expense
were calculated as follows:
FOR THE YEAR FOR THE SIX
ENDED MONTHS ENDED
DECEMBER 31, 2000 JUNE 30, 2001
----------------- -------------
(IN THOUSANDS)
Accretion of discount on securities.................................... $ 1,700 $ 800
Amortization of premium on loans....................................... (1,500) (800)
------- ------
Total net adjustments--interest income....................... 200 0
Amortization of premium on deposits.................................... (5,500) (2,750)
Amortization of premium on borrowings.................................. (9,300) (4,650)
------- -------
Total net adjustments--interest expense...................... $(14,800) $(7,400)
======== =======
(G) The amortization of the excess of cost over the fair value of net
assets acquired is assumed to be straight-line over a period of twenty years.
(H) Basic and fully diluted weighted average number of common and
common stock equivalents utilized for the calculation per share for the periods
presented were calculated using New York Community's historical weighted average
common and common stock equivalents plus Richmond County's historical weighted
average common and common stock equivalents times 1.02 under the terms of the
merger agreement.
(I) These pro forma combined condensed consolidated financial
statements do not reflect the impact of Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", and SFAS 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules, all
business combinations are to be accounted for using one method, the purchase
method. In addition, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment tests
in accordance with the new standards. SFAS No. 142 also stipulates that
goodwill may no longer be amortized for business combinations completed after
June 30, 2001.
The following table summarizes the estimated impact of the amortization
and accretion of the purchase accounting adjustments made in connection with the
merger on New York Community's results of operation for the following years:
PROJECTED FUTURE NET INCREASE
AMOUNTS FOR THE EXCESS OF COST OVER (DECREASE)
YEARS ENDED FAIR VALUE OF NET NET IN INCOME
DECEMBER 31, ASSETS ACQUIRED (ACCRETION) BEFORE TAXES
---------------- ------------------- ----------- ------------
(IN THOUSANDS)
2001..................................................... $ 13,796 $(7,400) $ (6,396)
2002..................................................... 27,592 (14,700) (12,892)
2003..................................................... 27,592 (8,200) (19,392)
2004..................................................... 27,592 (2,500) (25,092)
2005 and thereafter...................................... 455,275 (22,500) (432,775)
(J) Pro forma adjustments to interest income and interest expense to
reflect the Haven Bancorp, Inc. acquisition commencing on January 1, 2000 were
calculated as follows:
FOR THE ELEVEN
MONTHS ENDED
NOVEMBER 30,
2000
--------------
(IN THOUSANDS)
Reduction in interest income on securities sold to fund acquisition and
restructuring ($300,000 at 7.08%)...................................................... $ (19,470)
Reduction in interest income on loans sold to fund acquisition and
restructuring ($700,000 at 7.31%)...................................................... (46,906)
Accretion of discount on securities (8 years by using Sum of the Year Digit
method). 15,665
Accretion of discount on loans (10 years by using Sum of the Year Digit
method). 14,471
--------
Total net adjustments--interest income.......................................... (36,240)
Reduction in interest expense on deposits ($144,000 at 5.25%)............................. (6,930)
Reduction in interest on FHLB borrowings ($818,878 at 6.24%).............................. (46,840)
Amortization of premium on deposits (7 years by using Sum of the Year
Digit method).......................................................................... 1,192
Amortization of premium on FHLB borrowings (1 year)....................................... 11,183
--------
Total net adjustments--interest expense......................................... (41,395)
(K) These pro forma combined condensed consolidated financial
statements do not reflect the impact of Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", and SFAS 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules, all
business combinations are to be accounted for using one method, the purchase
method. In addition, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment tests
in accordance with the new standards. SFAS No. 142 also stipulates that
goodwill may no longer be amortized for business combinations completed after
June 30, 2001.
The following table summarizes the estimated impact of the amortization
and accretion of the purchase accounting adjustments made in connection with the
acquisition of Haven Bancorp, Inc. on New York Community's results of operation
for the next years:
PROJECTED FUTURE NET INCREASE
AMOUNTS FOR THE EXCESS OF COST OVER (DECREASE)
YEARS ENDED FAIR VALUE OF NET NET IN INCOME
DECEMBER 31, ASSETS ACQUIRED (ACCRETION) BEFORE TAXES
---------------- ------------------ ----------- ------------
(IN THOUSANDS)
2000..................................................... $ 5,928 $ (19,375) $ 13,447
2001..................................................... 5,928 (28,005) 22,077
2002..................................................... 5,928 (24,436) 18,508
2003..................................................... 5,928 (20,866) 14,938
2004..................................................... 5,928 (17,297) 11,369
2005 and thereafter...................................... 86,949 (34,800) (52,149)
(L) Depreciation expenses related to write-offs of fixed assets
acquired from Richmond County.
(c) Exhibits.
EXHIBIT NO. EXHIBIT
----------- -------
2.1 Agreement and Plan of Merger, dated as of March 27, 2001, by
and between New York Community Bancorp, Inc. and Richmond
County Financial Corp. (incorporated herein by reference to
Appendix A to New York Community Bancorp, Inc.'s Registration
Statement on Form S-4, as amended, as filed with the
Commission on May 11, 2001).
3.1 Amended and Restated Bylaws of New York Community Bancorp,
Inc.
23.1 Consent of Ernst & Young LLP.
99.1 Press Release of New York Community Bancorp, Inc., issued on
August 1, 2001.
99.2 Financial Statements of Richmond County Financial Corp.
(incorporated by reference to Richmond County Financial
Corp.'s Annual Report on Form 10-K for the year ended June 30,
2000 and to Richmond County Financial Corp.'s Quarterly Report
on Form 10-Q for the quarter March 31, 2001).
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 hereunto duly authorized.
NEW YORK COMMUNITY BANCORP INC.
By: /s/ Joseph R. Ficalora
------------------------------------
Name: Joseph R. Ficalora
Title: President and Chief Executive Officer
Date: August 15, 2001
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
2.1 Agreement and Plan of Merger, dated as of March 27, 2001, by
and between New York Community Bancorp, Inc. and Richmond
County Financial Corp. (incorporated herein by reference to
Appendix A to New York Community Bancorp, Inc.'s Registration
Statement on Form S-4, as amended, as filed with the
Commission on May 11, 2001).
3.1 Amended and Restated Bylaws of New York Community Bancorp,
Inc.
23.1 Consent of Ernst & Young LLP.
99.1 Press Release of New York Community Bancorp, Inc., issued on
August 1, 2001.
99.2 Financial Statements of Richmond County Financial Corp.
(incorporated by reference to Richmond County Financial
Corp.'s Annual Report on Form 10-K for the year ended June 30,
2000 and to Richmond County Financial Corp.'s Quarterly Report
on Form 10-Q for the quarter March 31, 2001).