Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
Note 1. Basis of Presentation |
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of New York Community Bancorp, Inc. and subsidiaries (the Company), including its two principal banking subsidiaries, New York Community Bank (the Community Bank) and New York Commercial Bank (the Commercial Bank). The unaudited consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary to present a fair statement of the results for the periods presented. There are no other adjustments reflected in the accompanying consolidated financial statements. The results of operations for the three and six months ended June30, 2009 are not necessarily indicative of the results of operations that may be expected for all of 2009.
Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC).
The unaudited consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. All inter-company balances and transactions have been eliminated. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Companys 2008 Annual Report on Form 10-K.
Certain reclassifications have been made to the prior-period consolidated financial statements to conform to the June30, 2009 presentation. |
Note 2. Stock-based Compensation |
Note 2. Stock-based Compensation
At June30, 2009, the Company had 6,021,509 shares available for grant as options, restricted stock, or other forms of related rights under the New York Community Bancorp, Inc. 2006 Stock Incentive Plan (the 2006 Stock Incentive Plan). Under the 2006 Stock Incentive Plan, the Company granted 365,000 shares of restricted stock in the six months ended June30, 2009, with an average fair value of $11.79 per share on the date of grant and a vesting period of five years. The six-month amount includes 335,000 shares that were granted in the second quarter with an average fair value of $11.73 per share on the date of grant. Compensation and benefits expense related to restricted stock grants is recognized on a straight-line basis over the vesting period, and totaled $2.3 million and $2.1 million, respectively, in the three months ended June30, 2009 and 2008, and $4.8 million and $3.7 million, respectively, in the six months ended at those dates.
A summary of activity with regard to restricted stock awards in the six months ended June30, 2009 is presented in the following table:
FortheSixMonthsEnded June30,2009
NumberofShares WeightedAverage GrantDate FairValue
Unvested at January 1, 2009 2,346,345 $ 14.95
Granted 365,000 11.79
Vested (475,100 ) 16.94
Forfeited (31,850 ) 13.40
Unvested at June 30, 2009 2,204,395 14.02
As of June30, 2009, unrecognized compensation cost relating to unvested restricted stock totaled $27.8 million. This amount will be recognized over a remaining weighted average period of 3.9 years.
In addition, the Company had eleven stock option plans at June30, 2009: the 1993 and 1997 New York Community Bancorp, Inc. Stock Option Plans; the 1993 and 1996 Haven Bancorp, Inc. Stock Option Plans; the 1998 Richmond County Financial Corp. Stock Compensation Plan; the T R Financial Corp. 1993 Incentive Stock Option Plan; the Roslyn Bancorp, Inc. 1997 and 2001 Stock-based Incentive Plans; the 1998 Long Island Financial Corp. Stock Option Plan; and the 2003 and 2004 Synergy Financial Group, Inc. Stock Option Plans (all eleven plans collectively referred to as the Stock Option Plans). All stock options granted under the Stock Option Plans expire ten years from the date of grant.
In connection with its adoption of Statement of Financial Accounting Standards (SFAS) No.123R, Share-based Payment, on January1, 2006, and using the modified prospective approach, the Company recognizes compensation costs related to share-based payments at fair value on the date of grant, and recognizes such costs in the financial statements over the vesting period during which the employee provides service in exchange for the award. However, as there were no unvested options at any time during the six months ended June30, 2009 or the year ended December31, 2008, the Company did not record any compensation and benefits expense relating to stock options during these periods.
Generally, the Company issues new shares of common stock to satisfy the exercise of options. The Company may also use common stock held in |
Note 3. Securities |
Note 3. Securities
The following tables summarize the Companys portfolio of securities available for sale at June30, 2009 and December31, 2008:
June30,2009
(in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss FairValue
Mortgage-related Securities:
GSE(1) certificates $ 162,769 $ 7,130 $ $ 169,899
GSE CMOs(2) 463,035 13,801 515 476,321
Private label CMOs 112,493 9,004 103,489
Total mortgage-related securities $ 738,297 $ 20,931 $ 9,519 $ 749,709
Other Securities:
Corporate bonds $ 15,813 $ 18 $ 3,490 $ 12,341
State, county, and municipal 6,529 1 209 6,321
Capital trust notes 44,083 109 12,084 32,108
Preferred stock 31,400 148 14,752 16,796
Common stock 42,413 581 11,156 31,838
Total other securities $ 140,238 $ 857 $ 41,691 $ 99,404
Total securities available for sale(3) $ 878,535 $ 21,788 $ 51,210 $ 849,113
(1) Government-sponsored enterprises
(2) Collateralized mortgage obligations
(3) As of June30, 2009, the non-credit portion of OTTI recorded in AOCL was $471,000 pre-tax.
December31,2008
(in thousands) Amortized Cost Gross Unrealized Gain Gross Unrealized Loss FairValue
Mortgage-related Securities:
GSE certificates $ 180,132 $ 5,160 $ $ 185,292
GSE CMOs 519,389 9,727 154 528,962
Private label CMOs 139,332 19,902 119,430
Total mortgage-related securities $ 838,853 $ 14,887 $ 20,056 $ 833,684
Other Securities:
GSE debentures $ 59,478 $ 2,481 $ $ 61,959
Corporate bonds 30,814 12,064 18,750
State, county, and municipal 6,528 387 6,141
Capital trust notes 44,337 14,471 29,866
Preferred stock 31,400 150 14,010 17,540
Common stock 53,343 151 10,932 42,562
Total other securities $ 225,900 $ 2,782 $ 51,864 $ 176,818
Total securities available for sale $ 1,064,753 $ 17,669 $ 71,920 $ 1,010,502
The following tables summarize the Companys portfolio of securities held to maturity at June30, 2009 and December31, 2008:
June30, 2009
(in thousands) Amortized Cost Carrying Amount Gross Unrealized Gain Gross Unrealized Loss FairValue
Mortgage-related Securities:
GSE certificates $ 259,335 $ 259,335 $ 15,383 $ $ 274,718
GSE CMOs 2,547,200 2,547,200 65,296 16,634 2,595,862
Other mortgage-related securities 6,813 6,813 6,813
|
Note 4. Loans, net |
Note 4. Loans, net
The following table provides a summary of the Companys loan portfolio at the dates indicated:
June30, 2009 December31, 2008
(dollars in thousands) Amount Percent ofTotal Amount Percent ofTotal
Mortgage loans:
Multi-family $ 16,226,085 71.22 % $ 15,728,264 70.85 %
Commercial real estate 4,775,287 20.96 4,553,550 20.51
Acquisition, development, and construction 727,534 3.19 778,364 3.51
1-4 family 240,451 1.05 266,307 1.20
Total mortgage loans 21,969,357 96.42 21,326,485 96.07
Net deferred loan origination fees (6,455 ) (6,940 )
Mortgage loans, net 21,962,902 21,319,545
Other loans:
Commercial and industrial 672,258 713,099
Consumer 141,295 158,907
Lease financing, net 1,033 1,433
Total other loans 814,586 3.58 873,439 3.93
Net deferred loan origination fees (325 ) (772 )
Total other loans, net 814,261 872,667
Less: Allowance for loan losses 98,082 94,368
Loans, net $ 22,679,081 100.00 % $ 22,097,844 100.00 %
The following table provides a summary of activity in the allowance for loan losses at the dates indicated:
(in thousands) AtorForthe SixMonthsEnded June30,2009 AtorForthe YearEnded December31,2008
Balance at beginning of period $ 94,368 $ 92,794
Provision for loan losses 18,000 7,700
Charge-offs (14,296 ) (6,168 )
Recoveries 10 42
Balance at end of period $ 98,082 $ 94,368
As of June30, 2009, the Company had $5.4 million of loans classified as troubled debt restructurings, as defined in SFAS No.15, Accounting by Debtors and Creditors for Troubled Debt Restructurings. There were no loans classified as troubled debt restructurings as of December31, 2008. |
Note 5. Borrowed Funds |
Note 5. Borrowed Funds
The following table provides a summary of the Companys borrowed funds at the dates indicated:
(in thousands) June30, 2009 December31,2008
Wholesale borrowings:
FHLB-NY advances $ 8,430,528 $ 7,708,064
Repurchase agreements 4,225,000 4,485,000
Federal funds purchased 250,000 150,000
Total wholesale borrowings 12,905,528 12,343,064
Junior subordinated debentures 483,987 484,216
Senior debt 601,688 601,630
Preferred stock of subsidiaries 67,800 67,800
Total borrowed funds $ 14,059,003 $ 13,496,710
At June30, 2009, the Company had $484.0 million of outstanding junior subordinated deferrable interest debentures (junior subordinated debentures) held by nine statutory business trusts (the Trusts) that issued guaranteed capital securities. The capital securities qualified as Tier 1 capital of the Company at that date. The Trusts are accounted for as unconsolidated subsidiaries in accordance with FASB Interpretation No.46R, Consolidation of Variable Interest Entities (Revised December 2003). The proceeds of each issuance were invested in a series of junior subordinated debentures of the Company. The underlying assets of each statutory business trust are the relevant debentures. The Company has fully and unconditionally guaranteed the obligations under each trusts capital securities to the extent set forth in a guarantee by the Company to each trust. The Trusts capital securities are each subject to mandatory redemption, in whole or in part, upon repayment of the debentures at their stated maturity or earlier redemption.
The following table provides a summary of the outstanding capital securities issued by each trust and the carrying amounts of the junior subordinated debentures issued by the Company to each trust as of June30, 2009:
Issuer InterestRateof CapitalSecurities andDebentures(1) Junior Subordinated Debenture Carrying Amount Capital Securities Amount Outstanding
Dateof
Original Issue
StatedMaturity
FirstOptional RedemptionDate
(dollars in thousands)
Haven Capital Trust II 10.250 % $ 23,333 $ 22,550 May26,1999 June 30, 2029 June 30, 2009(2)
Queens County Capital Trust I 11.045 10,309 10,000 July 26, 2000 July 19, 2030 July 19, 2010
Queens Statutory Trust I 10.600 15,464 15,000 September7,2000 September 7, 2030 September 7, 2010
New York Community Capital Trust V 6.000 192,020 183,515 November 4, 2002 November1,2051 November4,2007(3)
New York Community Capital Trust X 2.229 123,712 120,000 December14,2006 December15,2036 December15,2011
LIF Statutory Trust I 10.600 7,862 7,630 September 7, 2000 September 7, 2030 September 7, 2010
PennFed Capital Trust II 10.180 13,348 12,976 March 28, 2001 June 8, 2031 June 8, 2011
PennFed Capital Trust III 3.879 30,928 30,000 June 2, 2003 June 15, 2033 |
Note 6. Pension and Other Post-Retirement Benefits |
Note 6. Pension and Other Post-Retirement Benefits
The following table sets forth certain disclosures for the Companys pension and post-retirement plans for the periods indicated:
For the Three Months Ended June30,
2009 2008
(in thousands) Pension Benefits Post-retirement Benefits Pension Benefits Post-retirement Benefits
Components of net periodic expense (credit):
Interest cost $ 1,611 $ 228 $ 1,604 $ 234
Service cost 1 2
Expected return on plan assets (2,576 ) (3,752 )
Unrecognized past service liability 50 (62 ) 50 (62 )
Amortization of unrecognized loss 1,746 75 49 34
Net periodic expense (credit) $ 831 $ 242 $ (2,049 ) $ 208
For the Six Months Ended June30,
2009 2008
(in thousands) Pension Benefits Post-retirement Benefits Pension Benefits Post-retirement Benefits
Components of net periodic expense (credit):
Interest cost $ 3,222 $ 455 $ 3,208 $ 468
Service cost 2 4
Expected return on plan assets (5,151 ) (7,504 )
Unrecognized past service liability 100 (124 ) 100 (124 )
Amortization of unrecognized loss 3,492 151 98 68
Net periodic expense (credit) $ 1,663 $ 484 $ (4,098 ) $ 416
As discussed in the notes to the consolidated financial statements presented in the Companys 2008 Annual Report on Form10-K, the Company expects to contribute to its pension and post-retirement plans in 2009. |
Note 7. Computation of Earnings (Loss) per Share (1) |
Note 7. Computation of Earnings (Loss) per Share (1)
The following table presents the Companys computation of basic and diluted earnings (loss) per share for the periods indicated:
ThreeMonthsEnded June30, SixMonthsEnded June30,
(in thousands, except share and per share data) 2009 2008 2009 2008
Net income (loss) $ 56,448 $ (154,783 ) $ 145,137 $ (82,412 )
Less: Dividends paid on participating securities (463 ) (342 ) (945 ) (315 )
Earnings (loss) applicable to common stock $ 55,985 $ (155,125 ) $ 144,192 $ (82,727 )
Weighted average common shares outstanding 343,549,598 331,271,217 343,435,986 326,995,127
Basic earnings (loss) per common share $ 0.16 $ (0.47 ) $ 0.42 $ (0.25 )
Earnings (loss) applicable to common stock $ 55,985 $ (155,125 ) $ 144,192 $ (82,727 )
Weighted average common shares outstanding 343,549,598 331,271,217 343,435,986 326,995,127
Potential dilutive common shares(2) 75,745 N.A. 76,798 N.A.
Total shares for diluted earnings per share computation 343,625,343 331,271,217 343,512,784 326,995,127
Diluted earnings (loss) per common share and common share equivalents $ 0.16 $ (0.47 ) $ 0.42 $ (0.25 )
(1) In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted In Share-Based Payment Transactions Are Participating Securities, which clarifies that unvested stock-based compensation awards containing non-forfeitable rights to dividends are considered participating securities and therefore are included in the two-class method for calculating earnings per share. Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. The Company grants restricted stock to certain employees under its stock-based compensation plans. Recipients receive cash dividends during the vesting periods of these awards (i.e., including on the unvested portion of such awards). Since these dividends are non-forfeitable, the unvested awards are considered participating securities and will have earnings allocated to them.
(2) Options to purchase 13.1million and 13.1million shares, respectively, of the Companys common stock that were outstanding in the three and six months ended June30, 2009, and options to purchase 14.3million shares of the Companys common stock that were outstanding in the three and six months ended June30, 2008, were not included in the respective computation of diluted earnings per share because their inclusion would have had an antidilutive effect. |
Note 8. Fair Value Measurement |
Note 8. Fair Value Measurement
On January1, 2008, the Company adopted SFAS No.157, Fair Value Measurements, which, among other things, defines fair value; establishes a consistent framework for measuring fair value; and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. SFAS No.157 clarifies that fair value is an exit price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS No.157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs to the valuation methodology are significant unobservable inputs that reflect a companys own assumptions about the assumptions that market participants use in pricing an asset or liability.
A financial instruments categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table presents, by SFAS No.157 valuation hierarchy, assets that were measured at fair value on a recurring basis as of June30, 2009, and that were included in the Companys Consolidated Statement of Condition at that date:
Fair Value Measurements at June30, 2009 Using
(in thousands) QuotedPricesin ActiveMarketsfor IdenticalAssets (Level1) SignificantOther ObservableInputs (Level2) Significant UnobservableInputs (Level3) TotalFairValue
Mortgage-related Securities:
GSE certificates $ $ 169,899 $ $ 169,899
GSE CMOs 476,321 476,321
Private label CMOs 103,489 103,489
Total mortgage-related securities 749,709 749,709
Other Securities:
Corporate bonds 12,341 12,341
State, county, and municipal 6,321 6,321
Capital trust notes 12,628 19,480 32,108
Preferred stock 16,796 16,796
Common stock 31,838 31,838
Total other securities 31,838 48,086 19,480 99,404
Total securities available for sale $ 31,838 $ 797,795 $ 19,480 $ 849,113
Instruments for which unobservable inputs are significant to their fair value measurement (i.e., |
Note 9. Impact of Recent Accounting Pronouncements |
Note 9. Impact of Recent Accounting Pronouncements
In July 2009, the FASB released the FASB Accounting Standards Codification (the Codification) as the single source of authoritative nongovernmental U.S. generally accepted accounting principles. The Codification is effective for interim and annual periods ending after September15, 2009. All existing accounting standards documents are superseded, as described in SFAS No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesa Replacement of SFAS No.162. All other accounting literature not included in the Codification is non-authoritative.
In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial Assets, and No.167, Amendments to FASB Interpretation No.46(R). SFAS No.166 is a revision to SFAS No.140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS No.166 eliminates the concept of a qualifying special-purpose entity, changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS No.167 is a revision to FASB Interpretation No.46(R), Consolidation of Variable Interest Entities, and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entitys purpose and design and a companys ability to direct the activities of the entity that most significantly impact the entitys economic performance. These statements will be effective as of the beginning of the first annual reporting period that begins after November15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company does not expect the adoption of SFAS Nos. 166 and 167 to have a material impact on its consolidated financial condition or results of operations.
In June 2009, the FASB issued SFAS No.165, Subsequent Events. SFAS No.165 is intended to establish general standards of accounting for, and disclosing, events that occur after the balance sheet date but before financial statements are issued or are available to be issued.It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that datethat is, whether that date represents the date the financial statements were issued or were available to be issued.
In particular, SFAS No.165 sets forth:
The period after the balance sheet date during which the management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements;
The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements |
Note 10. Subsequent Events |
Note 10. Subsequent Events
In accordance with SFAS No.165, the Company has evaluated whether any subsequent events that require recognition or disclosure in the accompanying financial statements and notes thereto have taken place through the date these financial statements were issued (August 10, 2009). The Company has determined that there are no such subsequent events, other than the Exchange Offer described in Note 5. |