FORM 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2010

Commission File Number 1-31565

 

 

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   06-1377322

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (516) 683-4100

 

 

Indicate by check mark whether the registrant (1) has filed all 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer   x    Accelerated Filer    ¨
Non-accelerated Filer   ¨    Smaller Reporting Company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

435,452,463

Number of shares of common stock outstanding at May 3, 2010

 

 

 


Table of Contents

NEW YORK COMMUNITY BANCORP, INC.

FORM 10-Q

Quarter Ended March 31, 2010

 

INDEX

       Page No.
Part I.   FINANCIAL INFORMATION   

Item 1.

 

Financial Statements

  
 

Consolidated Statements of Condition as of March 31, 2010 (unaudited) and December 31, 2009

   1
 

Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2010 and 2009 (unaudited)

   2
 

Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2010 (unaudited)

   3
 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)

   4
 

Notes to the Unaudited Consolidated Financial Statements

   5

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   37

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

   71

Item 4.

 

Controls and Procedures

   71
Part II.   OTHER INFORMATION   

Item 1.

 

Legal Proceedings

   72

Item 1A.

 

Risk Factors

   72

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   72

Item 3.

 

Defaults Upon Senior Securities

   72

Item 4.

 

Reserved

   73

Item 5.

 

Other Information

   73

Item 6.

 

Exhibits

   73

Signatures

   74

Exhibits

  


Table of Contents

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands, except share data)

 

     March 31,
2010
    December 31,
2009
 
     (unaudited)        

Assets:

    

Cash and cash equivalents

   $ 2,547,889      $ 2,670,857   

Securities available for sale:

    

Mortgage-related ($609,519 and $602,233 pledged, respectively)

     679,912        774,205   

Other securities ($316,411 and $302,022 pledged, respectively)

     424,384        744,441   
                

Total available-for-sale securities

     1,104,296        1,518,646   
                

Securities held to maturity:

    

Mortgage-related ($2,181,431 and $2,459,161 pledged, respectively) (fair value of $2,268,566 and $2,551,608, respectively)

     2,187,537        2,465,956   

Other securities ($1,770,266 and $1,564,585 pledged, respectively) (fair value of $2,242,142 and $1,698,054, respectively)

  

 

2,257,643

  

 

 

1,757,641

  

                

Total held-to-maturity securities

     4,445,180        4,223,597   
                

Total securities

     5,549,476        5,742,243   

Loans held for sale

     764,358        —     

Non-covered loans held for investment, net of deferred loan fees and costs

     23,417,756        23,376,599   

Less: Allowance for loan losses

     (137,443     (127,491
                

Non-covered loans held for investment, net

     23,280,313        23,249,108   

Covered loans (includes $351.3 million of loans held for sale at December 31, 2009)

     4,759,139        5,016,100   
                

Total loans, net

     28,803,810        28,265,208   

Federal Home Loan Bank (“FHLB”) stock, at cost

     444,118        496,742   

Premises and equipment, net

     202,514        205,165   

FDIC loss share receivable

     796,841        743,276   

Goodwill

     2,436,401        2,436,401   

Core deposit intangibles, net

     101,108        105,764   

Bank-owned life insurance

     722,171        715,962   

Other assets (includes $44.6 million of other real estate owned (“OREO”) covered by FDIC loss sharing agreements at March 31, 2010)

     826,409        772,251   
                

Total assets

   $ 42,430,737      $ 42,153,869   
                

Liabilities and Stockholders’ Equity:

    

Deposits:

    

NOW and money market accounts

   $ 7,966,846      $ 7,706,288   

Savings accounts

     3,873,954        3,788,294   

Certificates of deposit

     9,185,762        9,053,891   

Non-interest-bearing accounts

     1,704,659        1,767,938   
                

Total deposits

     22,731,221        22,316,411   
                

Borrowed funds:

    

FHLB advances

     8,670,024        8,955,769   

Repurchase agreements

     4,125,000        4,125,000   
                

Total wholesale borrowings

     12,795,024        13,080,769   

Junior subordinated debentures

     427,251        427,371   

Other borrowings

     653,575        656,546   
                

Total borrowed funds

     13,875,850        14,164,686   

Other liabilities

     410,205        305,870   
                

Total liabilities

     37,017,276        36,786,967   
                

Stockholders’ equity:

    

Preferred stock at par $0.01 (5,000,000 shares authorized; none issued)

     —          —     

Common stock at par $0.01 (600,000,000 shares authorized; 435,441,094 and 433,197,332 shares issued, respectively; 435,441,094 and 433,197,332 shares outstanding, respectively)

     4,354        4,332   

Paid-in capital in excess of par

     5,272,490        5,238,231   

Retained earnings

     191,185        175,193   

Unallocated common stock held by Employee Stock Ownership Plan (“ESOP”)

     (716     (951

Accumulated other comprehensive loss, net of tax:

    

Net unrealized loss on available-for-sale securities and the non-credit portion of other-than-temporary impairment (“OTTI”) losses, net of tax

     (11,232     (6,274

Net unrealized loss on securities transferred from available for sale to held to maturity, net of tax

     (3,752     (3,927

Net unrealized loss on pension and post-retirement obligations, net of tax

     (38,868     (39,702
                

Total accumulated other comprehensive loss, net of tax

     (53,852     (49,903
                

Total stockholders’ equity

     5,413,461        5,366,902   
                

Total liabilities and stockholders’ equity

   $ 42,430,737      $ 42,153,869   
                

See accompanying notes to the unaudited consolidated financial statements.

 

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NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

 

     For the
Three Months Ended
March 31,
     2010     2009

Interest Income:

    

Mortgage and other loans

   $ 413,675      $ 321,717

Securities and money market investments

     68,703        78,389
              

Total interest income

     482,378        400,106
              

Interest Expense:

    

NOW and money market accounts

     16,431        7,563

Savings accounts

     5,745        4,216

Certificates of deposit

     37,553        52,723

Borrowed funds

     128,065        128,689
              

Total interest expense

     187,794        193,191
              

Net interest income

     294,584        206,915

Provision for loan losses

     20,000        6,000
              

Net interest income after provision for loan losses

     274,584        200,915
              

Non-Interest Income:

    

Total loss on OTTI of securities

     (13,185     —  

Less: Non-credit portion of OTTI recorded in other comprehensive income (before taxes)

     12,462        —  
              

Net loss on OTTI recognized in earnings

     (723     —  

Fee income

     13,965        9,291

Bank-owned life insurance

     7,401        6,840

Net loss on sale of securities

     (8     —  

Gain on debt repurchase

     293        —  

Other

     34,116        6,045
              

Total non-interest income

     55,044        22,176
              

Non-Interest Expense:

    

Operating expenses:

    

Compensation and benefits

     66,900        42,422

Occupancy and equipment

     21,665        18,736

General and administrative

     40,290        22,753
              

Total operating expenses

     128,855        83,911

Amortization of core deposit intangibles

     7,892        5,687
              

Total non-interest expense

     136,747        89,598
              

Income before income taxes

     192,881        133,493

Income tax expense

     68,732        44,804
              

Net Income

   $ 124,149      $ 88,689
              

Other comprehensive income, net of tax:

    

Change in net unrealized (loss) gain on securities and non-credit portion of OTTI for the period

     (4,783     8,030

Change in pension and post-retirement obligations

     834        1,203
              

Total comprehensive income, net of tax

   $ 120,200      $ 97,922
              

Basic earnings per share

   $ 0.29      $ 0.26
              

Diluted earnings per share

   $ 0.29      $ 0.26
              

See accompanying notes to the unaudited consolidated financial statements.

 

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NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

 

     Three Months
Ended
March 31, 2010
 

Common Stock (Par Value: $0.01):

  

Balance at beginning of year

   $ 4,332   

Shares issued for restricted stock awards (353,944 shares)

     4   

Shares issued for stock options exercised (123,336 shares)

     1   

Shares issued in connection with the direct stock purchase feature of the Dividend Reinvestment and Stock Purchase Plan (“DRP”) (1,766,482 shares)

     17   
        

Balance at end of period

     4,354   
        

Paid-in Capital in Excess of Par:

  

Balance at beginning of year

     5,238,231   

Allocation of ESOP stock

     920   

Shares issued for restricted stock awards, net of forfeitures

     (666

Compensation expense related to restricted stock awards

     2,902   

Exercise of stock options

     1,528   

Tax effect of stock plans

     657   

Shares issued in connection with the direct stock purchase feature of the DRP

     28,918   
        

Balance at end of period

     5,272,490   
        

Retained Earnings:

  

Balance at beginning of year

     175,193   

Net income

     124,149   

Dividends paid on common stock ($0.25 per share)

     (108,157
        

Balance at end of period

     191,185   
        

Treasury Stock:

  

Balance at beginning of year

     —     

Purchase of common stock (116,066 shares)

     (1,706

Exercise of stock options (70,510 shares)

     1,044   

Shares issued for restricted stock awards (45,556 shares)

     662   
        

Balance at end of period

     —     
        

Unallocated Common Stock Held by ESOP:

  

Balance at beginning of year

     (951

Earned portion of ESOP

     235   
        

Balance at end of period

     (716
        

Accumulated Other Comprehensive Loss, net of tax:

  

Balance at beginning of year

     (49,903

Change in net unrealized gain on securities available for sale, net of tax of $1,408

     2,219   

Non-credit portion of OTTI losses recognized in other comprehensive income, net of tax of $4,838

     (7,624

Amortization of net unrealized loss on securities transferred from available for sale to held to maturity, net of tax of $111

     175   

Change in pension and post-retirement obligations, net of tax of $529

     834   

Reclassification adjustment for loss on sale and OTTI of securities, net of tax of $284

     447   
        

Balance at end of period

     (53,852
        

Total stockholders’ equity at end of period

   $ 5,413,461   
        

See accompanying notes to the unaudited consolidated financial statements.

 

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NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2010     2009  

Cash Flows from Operating Activities:

    

Net income

   $ 124,149      $ 88,689   

Adjustments to reconcile net income to net cash used in operating activities:

    

Provision for loan losses

     20,000        6,000   

Depreciation and amortization

     4,935        5,024   

Amortization of premiums (accretion of discounts), net

     1,881        (532

Net change in net deferred loan origination costs and fees

     1,846        (322

Amortization of core deposit intangibles

     7,892        5,687   

Net loss on sale of securities

     8        —     

Net gain on sale of loans

     (7,558     (108

Stock plan-related compensation

     4,057        3,485   

Loss on OTTI of securities recognized in earnings

     723        —     

Changes in assets and liabilities:

    

Decrease (increase) in deferred tax asset, net

     1,235        (2,879

Increase in other assets

     (22,767     (15,602

Increase (decrease) in other liabilities

     98,575        (165,410

Origination of loans held for sale

     (1,349,160     (17,661

Proceeds from sale of loans originated for sale

     911,038        15,446   
                

Net cash used in operating activities

     (203,146     (78,183
                

Cash Flows from Investing Activities:

    

Proceeds from repayment of securities held to maturity

     332,077        929,929   

Proceeds from repayment of securities available for sale

     420,315        52,966   

Proceeds from sale of securities available for sale

     660        —     

Purchase of securities held to maturity

     (565,524     (822,245

Net redemption (purchase) of FHLB stock

     56,211        (15,745

Net decrease (increase) in loans

     84,698        (103,622

Purchase of premises and equipment, net

     (2,284     (657

Net cash acquired in business combinations

     140,895        —     
                

Net cash provided by investing activities

     467,048        40,626   
                

Cash Flows from Financing Activities:

    

Net increase (decrease) in deposits

     24,168        (123,384

Net increase in short-term borrowed funds

     —          159,900   

Net (decrease) increase in long-term borrowed funds

     (333,340     49,897   

Tax effect of stock plans

     657        1,887   

Cash dividends paid on common stock

     (108,157     (86,079

Treasury stock purchases

     (1,706     (624

Net cash received from stock option exercises

     2,573        25   

Proceeds from issuance of common stock, net

     28,935        —     
                

Net cash (used in) provided by financing activities

     (386,870     1,622   
                

Net decrease in cash and cash equivalents

     (122,968     (35,935

Cash and cash equivalents at beginning of period

     2,670,857        203,216   
                

Cash and cash equivalents at end of period

   $ 2,547,889      $ 167,281   
                

Supplemental information:

    

Cash paid for interest

   $ 203,198      $ 190,489   

Cash paid for income taxes

     18,819        66,053   

Non-cash investing and financing activities:

    

Transfers to other real estate owned from loans

     1,634        561   

Note: Excluding the CDI and the FDIC loss share receivable, the fair values of non-cash assets acquired and of liabilities assumed in the acquisition of Desert Hills Bank on March 26, 2010 were $254.1 million and $442.3 million, respectively.

   

See accompanying notes to the unaudited consolidated financial statements.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 bank 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 months ended March 31, 2010 are not necessarily indicative of the results of operations that may be expected for all of 2010.

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 Company’s 2009 Annual Report on Form 10-K.

Certain reclassifications have been made to the prior-period consolidated financial statements to conform to the current-period presentation.

Note 2: Business Combinations

AmTrust Bank

On December 4, 2009, the Community Bank acquired certain assets and assumed certain liabilities of AmTrust Bank (“AmTrust”) from the FDIC in an FDIC-assisted transaction (the “AmTrust acquisition”). Headquartered in Cleveland, Ohio, AmTrust was a savings bank that operated 29 branches in Ohio, 25 branches in Florida, and 12 branches in Arizona.

The purpose of the AmTrust acquisition was to expand the Company’s footprint into new markets, and to enhance its funding mix with the acquisition of low-cost core deposits.

As part of the Purchase and Assumption Agreement entered into by the Community Bank with the FDIC, the Community Bank entered into loss sharing agreements, in accordance with which the FDIC will cover a substantial portion of any future losses on the acquired loans. The acquired loans that are subject to the loss sharing agreements are collectively referred to as “covered loans.” Under the terms of the loss sharing agreements, the FDIC is obligated to reimburse the Community Bank for 80% of losses up to $907.0 million and 95% of losses in excess of $907.0 million with respect to the covered loans.

In addition, the Community Bank will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid the Community Bank 80% reimbursement, and for 95% of recoveries with respect to losses for which the FDIC paid the Community Bank 95% reimbursement under the loss sharing agreements. The expected net reimbursements under the loss sharing agreements were recorded as an indemnification asset (an “FDIC loss share receivable”) at an estimated fair value of $740.0 million on the acquisition date. The loss sharing agreements are subject to the Company following certain servicing procedures, as specified in the loss sharing agreements with the FDIC.

Furthermore, the Community Bank has agreed to pay to the FDIC, on January 18, 2020 (the “True-Up Measurement Date”), half of the amount, if positive, calculated as (1) $181,400,000 minus (2) the sum of (a) 25%

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

of the asset discount bid made in connection with the AmTrust acquisition; (b) 25% of the Cumulative Shared-Loss Payments (as defined below); and (c) the sum of the period servicing amounts for every consecutive twelve-month period prior to, and ending on, the True-Up Measurement Date in respect of each of the shared loss agreements during which the applicable shared loss agreement is in effect (with such period servicing amounts to equal, for any twelve-month period with respect to which each of the shared loss agreements during which such shared loss agreement is in effect, the product of the simple average of the principal amount of shared loss loans and shared loss assets at the beginning and end of such period and 1%). For the purposes of the above calculation, Cumulative Shared-Loss Payments means (i) the aggregate of all of the payments made or payable to the Community Bank under the shared-loss agreements minus (ii) the aggregate of all of the payments made or payable to the FDIC under the shared-loss agreements.

These reimbursable losses and recoveries are based on the book value of the relevant loans as determined by the FDIC as of the effective date of the AmTrust acquisition. The amount that the Community Bank realizes on these loans could differ materially from the carrying value that will be reflected in any financial statements, based upon the timing and amount of collections and recoveries on the covered loans in future periods.

Based on the closing with the FDIC as of December 4, 2009, the Community Bank (a) acquired $5.0 billion in loans, $760.0 million in investment securities, $4.0 billion in cash and cash equivalents (including $3.2 billion due from, and subsequently paid by, the FDIC), and $1.2 billion in other assets; and (b) assumed $8.2 billion in deposits, $2.6 billion in borrowings, and $92.5 million in other liabilities.

The Company has determined that the AmTrust acquisition constitutes a business combination as defined by Codification Topic 805, “Business Combinations.” Codification Topic 805 establishes principles and requirements as to how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Accordingly, the acquired assets, including the FDIC loss share receivable (which is accounted for as an indemnification asset under Codification Topic 805) and identifiable intangible assets, and the liabilities assumed in the AmTrust acquisition, were measured and recorded at estimated fair value as of the December 4, 2009 acquisition date.

The application of the acquisition method of accounting resulted in a bargain purchase gain of $139.6 million, which is included in “non-interest income” in the Company’s Consolidated Statement of Income and Comprehensive Income for the year ended December 31, 2009. This gain amounted to $84.2 million after-tax.

Although the Community Bank did not immediately acquire or lease the real estate, banking facilities, furniture, fixtures, or equipment of AmTrust as part of the Purchase and Assumption Agreement, it has the option to purchase or lease these items from the FDIC. The terms of these options expire 170 days after December 4, 2009, unless extended by the FDIC. Acquisition costs will be based on current appraisals and determined at a later date.

Because of the short time period between the December 4, 2009 closing of the transaction and the end of the Company’s fiscal year on December 31, 2009, the Company continues to analyze its estimates of the fair values of the loans acquired and the indemnification asset recorded. As the Company finalizes its analysis of these assets, there may be adjustments to the recorded carrying values.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

A summary of the net assets acquired and the estimated fair value adjustments resulting in the net gain follows:

 

(in thousands)    December 4, 2009  

AmTrust’s cost basis liabilities in excess of assets

   $ (2,799,630

Cash payments received from the FDIC

     3,220,650   
        

Net assets acquired before fair value adjustments

     421,020   

Fair value adjustments:

  

Loans

     (946,083

FDIC loss share receivable

     740,000   

Core deposit intangible

     40,797   

FHLB borrowings

     (69,814

Repurchase agreements

     (11,180

Certificates of deposit

     (26,858

FDIC equity appreciation instrument

     (8,275
        

Pre-tax gain on the AmTrust acquisition

   $ 139,607   

Deferred income tax liability

     (55,410
        

Net after-tax gain on the AmTrust acquisition

   $ 84,197   
        

The net after-tax gain represents the excess of the estimated fair value of the assets acquired (including cash payments received from the FDIC) over the estimated fair value of the liabilities assumed and is influenced significantly by the FDIC-assisted transaction process. Under the FDIC-assisted transaction process, only certain assets and liabilities are transferred to the acquirer and, depending on the nature and amount of the acquirer’s bid, the FDIC may be required to make a cash payment to the acquirer. As indicated in the preceding table, net liabilities of $2.8 billion (i.e., the cost basis) were transferred to the Company in the AmTrust acquisition, and the FDIC made cash payments to the Company totaling $3.2 billion.

In many cases, the determination of the fair value of the assets acquired and liabilities assumed required management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. These fair value estimates are considered preliminary, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. The Community Bank and the FDIC are engaged in ongoing discussions that may impact which assets and liabilities are ultimately acquired or assumed by the Community Bank and/or the purchase price.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table sets forth the assets acquired and liabilities assumed, at fair value, in the AmTrust acquisition:

 

(in thousands)    December 4, 2009

Assets

  

Cash and cash equivalents

   $ 4,021,454

Securities available for sale:

  

Mortgage-related securities

     121,846

Other securities

     638,170
      

Total securities

     760,016

Loans covered by loss sharing agreements:

  

One- to four-family mortgage loans

     4,701,591

Home equity lines of credit (“HELOCs”) and consumer loans

     314,412
      

Total loans covered by loss sharing agreements

     5,016,003

FDIC loss share receivable

     740,000

FHLB-Cincinnati stock

     110,592

Core deposit intangible

     40,797

Other assets

     275,827
      

Total assets acquired

   $ 10,964,689

Liabilities

  

Deposits:

  

NOW and money market accounts

   $ 2,861,172

Savings accounts

     878,365

Certificates of deposit

     3,853,929

Non-interest-bearing accounts

     613,678
      

Total deposits

     8,207,144

Borrowed funds:

  

FHLB advances

     2,119,632

Repurchase agreements

     461,180
      

Total borrowed funds

     2,580,812

Other liabilities

     92,536
      

Total liabilities assumed

   $ 10,880,492
      

Net assets acquired

   $ 84,197
      

In addition, as part of the consideration for the transaction, the Company issued an equity appreciation instrument to the FDIC. Under the terms of the equity appreciation instrument, the FDIC had the opportunity to obtain, at the sole option of the Company, a cash payment or shares of its common stock with a value equal to the product of (a) $25 million and (b) the amount by which the average of the volume weighted average price of its common stock for each of the two New York Stock Exchange trading days immediately prior to the exercise of the equity appreciation instrument exceeded $12.33. The equity appreciation instrument was exercisable by the FDIC from December 9, 2009 through December 23, 2009 and was valued at $8.3 million when issued. The FDIC exercised the equity appreciation instrument, which was settled in cash for $23.3 million by the Company.

In December 2009, the Company extinguished the acquired repurchase agreements with a cash payment of $461.2 million.

Desert Hills Bank

On March 26, 2010, the Community Bank acquired certain assets and assumed certain liabilities of Desert Hills Bank (“Desert Hills”) from the FDIC in an FDIC-assisted transaction (the “Desert Hills acquisition”). Headquartered in Phoenix, Arizona, Desert Hills operated six branch locations in Arizona.

The purpose of the Desert Hills acquisition was to strengthen the Company’s franchise in Arizona and to enhance its funding mix with the acquisition of low-cost core deposits.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

As part of the Purchase and Assumption Agreement entered into by the Community Bank with the FDIC, the Community Bank entered into loss sharing agreements in accordance with which the FDIC will cover a substantial portion of any future losses on loans and other real estate owned (“OREO”). The acquired loans that are subject to the loss sharing agreements are collectively referred to as “covered loans” and the acquired OREO that is subject to the loss sharing agreements is collectively referred to as “covered OREO.” The loans and OREO acquired in the Desert Hills acquisition are referred to collectively as “covered assets.” Under the terms of the loss sharing agreements, the FDIC is obligated to reimburse the Community Bank for 80% of losses of up to $101.4 million and 95% of losses in excess of $101.4 million with respect to the covered assets.

In addition, the Community Bank will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid the Community Bank 80% reimbursement, and for 95% of recoveries with respect to losses for which the FDIC paid the Community Bank 95% reimbursement under the loss sharing agreements. The expected net reimbursements under the loss sharing agreements were recorded as an indemnification asset (an FDIC loss share receivable) at an estimated fair value of $44.0 million on the acquisition date. The loss sharing agreements are subject to the Company following certain servicing procedures, as specified in the loss sharing agreements with the FDIC.

Furthermore, the Community Bank has agreed to pay to the FDIC, on May 6, 2020 (the “True-Up Measurement Date”), half of the amount, if positive, calculated as (1) $20,282,800 minus (2) the sum of (a) 25% of the asset discount bid made in connection with the Desert Hills acquisition; (b) 25% of the Cumulative Shared-Loss Payments (as defined below); and (c) the sum of the period servicing amounts for every consecutive twelve-month period prior to, and ending on, the True-Up Measurement Date in respect of each of the shared loss agreements during which the applicable shared loss agreement is in effect (with such period servicing amounts to equal, for any twelve-month period with respect to which each of the shared loss agreements during which such shared loss agreement is in effect, the product of the simple average of the principal amount of shared loss loans and shared loss assets at the beginning and end of such period and 1%). For the purposes of the above calculation, Cumulative Shared-Loss Payments means (i) the aggregate of all of the payments made or payable to the Community Bank under the shared-loss agreements minus (ii) the aggregate of all of the payments made or payable to the FDIC under the shared-loss agreements.

The above reimbursable losses and recoveries are based on the book value of the relevant assets as determined by the FDIC as of the effective date of the Desert Hills acquisition. The amount that the Community Bank realizes on these assets could differ materially from the carrying value that will be reflected in any financial statements, based upon the timing and amount of collections and recoveries on the assets in future periods.

The Company has determined that the Desert Hills acquisition constitutes a business combination as defined by Codification Topic 805. Accordingly, the acquired assets, including the FDIC loss share receivable (which is accounted for as an indemnification asset under Codification Topic 805) and identifiable intangible assets, and the liabilities assumed in the Desert Hills acquisition, were measured and recorded at estimated fair value as of the March 26, 2010 acquisition date.

Although the Community Bank did not immediately acquire or lease the real estate, banking facilities, furniture, fixtures, or equipment of Desert Hills as part of the Purchase and Assumption Agreement, it has the option to purchase or lease these items from the FDIC. The terms of these options expire 90 days after March 26, 2010, unless extended by the FDIC. Acquisition costs will be based on current appraisals and determined at a later date.

Under the FDIC-assisted transaction process, only certain assets and liabilities are transferred to the acquirer and, depending on the nature and amount of the acquirer’s bid, the FDIC may be required to make a cash payment to the acquirer. The Community Bank acquired assets at value including $140.9 million in cash and cash equivalents (inclusive of $86.8 million received from the FDIC), loans of $199.5 million, OREO of $44.6 million, and securities of $5.2 million. The Community Bank also assumed, at fair value, $390.6 million in deposits and $44.5 million in FHLB-San Francisco advances. These advances were extinguished by the Community Bank in March with a cash payment of $44.5 million on March 29, 2010. Because of the short time period between the March 26, 2010 closing of the transaction and the end of the Company’s fiscal quarter on March 31, 2010, the Company continues to analyze its estimates of the fair values of the loans acquired and the indemnification asset recorded. As the Company finalizes its analysis of these assets, there may be adjustments to the recorded carrying values.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

In many cases, the determination of the fair value of the assets acquired and liabilities assumed required management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and subject to change. These fair value estimates are considered preliminary. They are also subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. The Community Bank and the FDIC are engaged in ongoing discussions that may impact which assets and liabilities are ultimately acquired or assumed by the Community Bank and/or the purchase price.

Fair Value of Assets Acquired and Liabilities Assumed

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, reflecting assumptions that a market participant would use when pricing an asset or liability. In some cases, the estimation of fair values requires management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and are subject to change. Described below are the methods used to determine the fair values of the significant assets acquired and liabilities assumed in the AmTrust and Desert Hills acquisitions.

Cash and Cash Equivalents

With respect to the AmTrust acquisition, included in cash and cash equivalents at December 4, 2009 were cash and due from banks of $394.1 million, federal funds sold of $415.0 million, and $3.2 billion due from the FDIC. Cash payments of $3.0 billion and $186.0 million were subsequently made by the FDIC to the Community Bank on December 7 and December 30, 2009, respectively. With respect to the Desert Hills acquisition, included in the $140.9 million of cash and cash equivalents acquired on March 26, 2010 was $86.8 million due from the FDIC. A cash payment of $86.8 million was subsequently made by the FDIC to the Community Bank on March 29, 2010.

The estimated fair values of cash and cash equivalents approximate their stated face amounts, as these financial instruments are either due on demand or have short-term maturities.

Investment Securities and FHLB Stock

Quoted market prices for the securities acquired were used to determine their fair values. If quoted market prices were not available for a specific security, then quoted prices for similar securities in active markets were used to estimate the fair value.

The fair value of FHLB stock approximates the redemption amount.

Loans

The acquired loan portfolios are segregated into various components for valuation purposes in order to group loans based on their significant financial characteristics, such as loan type (mortgages, HELOCs, commercial and industrial, or consumer), borrower type, and payment status (performing or non-performing). The estimated fair values of mortgage and other loans were computed by discounting the anticipated cash flows from the respective portfolios. We estimated the cash flows expected to be collected at the acquisition date by using interest rate risk and prepayment risk models that incorporated our best estimate of current key assumptions, such as default rates, loss severity rates, and prepayment speeds. Prepayment assumptions use swap rates and various relevant reference rates (e.g., U.S. Treasury obligations) as benchmarks. Prepayment assumptions are developed by reference to historical prepayment speeds of loans with similar characteristics and by developing base curves for loans with particular reset and prepayment penalty periods. Once the base curves are determined, other factors that will influence constant prepayment rates in the future include, but are not limited to, current loan-to-value ratios, loan balances, home price appreciation, documentation type, and forward rates. Loss severity rates are based on, or

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

developed by using, historical loss rates of loans in a loan performance database. The major inputs include, but are not limited to, current loan-to-value ratios, home price appreciation, payment history, original FICO scores, original debt-to-income ratios, property type, and loan balances.

The expected cash flows from the acquired loan portfolios were discounted at market rates. The discount rates assumed a risk-free rate plus an additional spread to compensate for the uncertainty inherent in the acquired loans. The methods used to estimate fair value are extremely sensitive to the assumptions and estimates used. While management attempted to use assumptions and estimates that best reflected the acquired loan portfolios and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets. Accordingly, readers are cautioned in using this information for purposes of evaluating the financial condition and/or value of the Company in and of itself or in comparison with any other company.

The Company refers to the loans acquired in the AmTrust and Desert Hills acquisitions as “covered loans” because the Company will be reimbursed for a substantial portion of any future losses on these loans under the terms of the FDIC loss sharing agreements. Covered loans are accounted for under Codification Topic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the lives of the loans. On the acquisition dates, the Company estimated the fair value of the acquired loan portfolios, excluding loans held for sale, which represented the expected cash flows from the portfolio discounted at market-based rates. In estimating such fair value, the Company (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”); and (b) estimated the amount and timing of undiscounted expected principal and interest payments (the “undiscounted expected cash flows”). The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the life of the loans. The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is referred to as the “non-accretable difference.” The non-accretable difference represents an estimate of the credit risk in the acquired loan portfolios at the acquisition dates. Under Codification Topic 310-30, purchasers are permitted to aggregate acquired loans into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

Other Real Estate Owned (“OREO”)

OREO is recorded at its estimated fair value on the date of acquisition, based on independent appraisals less estimated selling costs.

FDIC Loss Share Receivable

The respective FDIC loss share receivables were measured separately from the respective covered assets as they are not contractually embedded in any of the covered loans or covered OREO. For example, the loss share receivable related to estimated future loan losses is not transferable should the Company sell a loan prior to foreclosure or maturity. The fair value of the combined loss share receivable represents the present value of the estimated cash payments expected to be received from the FDIC for future losses on covered assets, based on the credit adjustment estimated for each covered asset and the loss sharing percentages. These cash flows reflect the uncertainty of the timing and receipt of the loss sharing reimbursements from the FDIC and are discounted at a market-based rate. The amount ultimately collected for this asset is dependent upon the performance of the underlying covered assets, the passage of time, and claims submitted to the FDIC.

Core Deposit Intangible (“CDI”)

CDI is a measure of the value of non-interest-bearing accounts, checking accounts, savings accounts, and NOW and money market accounts that are acquired in a business combination. The fair value of the CDI stemming from any given business combination is based on the present value of the expected cost savings attributable to the core deposit funding, relative to an alternative source of funding. The CDI that relates to the AmTrust and Desert Hills acquisitions will be amortized over an estimated useful life of seven years to approximate the existing deposit relationships acquired. The Company evaluates such identifiable intangibles for impairment when an indication of impairment exists.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Deposit Liabilities

The fair values of deposit liabilities with no stated maturity (i.e., NOW and money market accounts, savings accounts, and non-interest-bearing accounts) are equal to the carrying amounts payable on demand. The fair values of certificates of deposit (“CDs”) represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities.

Borrowed Funds

The estimated fair value of borrowed funds is based on either bid quotations received from securities dealers or on the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities.

Note 3. Stock-Based Compensation

At March 31, 2010, the Company had 4,653,558 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 399,500 shares of restricted stock in the three months ended March 31, 2010, with an average fair value of $16.29 per share on the date of grant and a vesting period of five years. Compensation and benefits expense related to restricted stock grants is recognized on a straight-line basis over the vesting period, and totaled $2.9 million and $2.5 million, respectively, in the three months ended March 31, 2010 and 2009.

A summary of activity with regard to restricted stock awards during the three months ended March 31, 2010 is presented in the following table:

 

     For the Three Months  Ended
March 31, 2010
     Number of Shares     Weighted Average
Grant Date
Fair Value

Unvested at January 1, 2010

   3,000,824      $13.95

Granted

   399,500      16.29

Vested

   (156,700   15.00

Forfeited

   —        —  
        

Unvested at March 31, 2010

   3,243,624      14.19
        

As of March 31, 2010, unrecognized compensation costs relating to unvested restricted stock totaled $39.8 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 March 31, 2010: 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.

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 three months ended March 31, 2010 or the year ended December 31, 2009, 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 Treasury to satisfy the exercise of options. In such event, the difference

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

between the average cost of Treasury shares and the exercise price is recorded as an adjustment to retained earnings or paid-in capital on the date of exercise. At March 31, 2010, there were 12,838,385 stock options outstanding. The number of shares available for future issuance under the Stock Option Plans was 11,151 at March 31, 2010.

The status of the Company’s Stock Option Plans at March 31, 2010 and the changes that occurred during the three months ended at that date are summarized in the following table:

 

     For the Three Months Ended
March 31, 2010
     Number of Stock
Options
    Weighted Average
Exercise Price

Stock options outstanding and exercisable at January 1, 2010

   13,037,564      $15.56

Exercised

   (193,846   13.13

Forfeited

   (5,333   13.85
        

Stock options outstanding and exercisable at March 31, 2010

   12,838,385      15.60
        

Total stock options outstanding and exercisable at March 31, 2010 had a weighted average remaining contractual life of 2.09 years, a weighted average exercise price of $15.60 per share, and an aggregate intrinsic value of $20.3 million. The intrinsic value of options exercised during the three months ended March 31, 2010 was $597,000. The intrinsic value of options exercised in the prior three-month period was nominal.

Note 4. Securities

The following tables summarize the Company’s portfolio of securities available for sale at March 31, 2010 and December 31, 2009:

 

     March 31, 2010
(in thousands)    Amortized
Cost
   Gross
Unrealized
Gain
   Gross
Unrealized
Loss
   Fair Value

Mortgage-Related Securities:

           

GSE certificates(1)

   $ 243,712    $ 7,307    $ 433    $ 250,586

GSE CMOs(2)

     336,961      13,993      —        350,954

Private label CMOs

     82,325      —        3,953      78,372
                           

Total mortgage-related securities

   $ 662,998    $ 21,300    $ 4,386    $ 679,912
                           

Other Securities:

           

U.S. Treasury obligations

   $ 292,580    $ 51    $ 210    $ 292,421

GSE debentures

     19,700      15      —        19,715

Corporate bonds

     5,810      8      802      5,016

State, county, and municipal

     6,403      33      214      6,222

Capital trust notes

     38,754      7,482      5,321      40,915

Preferred stock

     31,400      951      10,978      21,373

Common stock

     43,477      1,703      6,458      38,722
                           

Total other securities

   $ 438,124    $ 10,243    $ 23,983    $ 424,384
                           

Total securities available for sale(3)

   $ 1,101,122    $ 31,543    $ 28,369    $ 1,104,296
                           

 

(1) Government-sponsored enterprises
(2) Collateralized mortgage obligations
(3) As of March 31, 2010, the non-credit portion of OTTI recorded in accumulated other comprehensive loss, net of tax (“AOCL”) was $512,000 (before taxes).

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

     December 31, 2009
(in thousands)    Amortized
Cost
   Gross
Unrealized
Gain
   Gross
Unrealized
Loss
   Fair Value

Mortgage-Related Securities:

           

GSE certificates

   $ 264,769    $ 7,741    $ 702    $ 271,808

GSE CMOs

     400,770      16,013      —        416,783

Private label CMOs

     91,612      —        5,998      85,614
                           

Total mortgage-related securities

   $ 757,151    $ 23,754    $ 6,700    $ 774,205
                           

Other Securities:

           

U.S. Treasury obligations

   $ 607,022    $ 21    $ 592    $ 606,451

GSE debentures

     30,179      11      —        30,190

Corporate bonds

     5,811      9      919      4,901

State, county, and municipal

     6,402      38      281      6,159

Capital trust notes

     39,151      5,125      5,438      38,838

Preferred stock

     31,400      1,117      11,283      21,234

Common stock

     42,693      1,606      7,631      36,668
                           

Total other securities

   $ 762,658    $ 7,927    $ 26,144    $ 744,441
                           

Total securities available for sale

   $ 1,519,809    $ 31,681    $ 32,844    $ 1,518,646
                           

The following tables summarize the Company’s portfolio of securities held to maturity at March 31, 2010 and December 31, 2009:

 

     March 31, 2010
(in thousands)    Amortized
Cost
   Carrying
Amount(1)
   Gross
Unrealized
Gain
   Gross
Unrealized
Loss
   Fair Value

Mortgage-Related Securities:

              

GSE certificates

   $ 197,796    $ 197,796    $ 14,860    $ —      $ 212,656

GSE CMOs

     1,982,834      1,982,834      72,797      6,628      2,049,003

Other mortgage-related securities

     6,907      6,907      —        —        6,907
                                  

Total mortgage-related securities

   $ 2,187,537    $ 2,187,537    $ 87,657    $ 6,628    $ 2,268,566
                                  

Other Securities:

              

GSE debentures

   $ 2,002,252    $ 2,002,252    $ 3,396    $ 2,809    $ 2,002,839

Corporate bonds

     101,085      101,085      6,767      117      107,735

Capital trust notes

     176,286      154,306      2,366      25,104      131,568
                                  

Total other securities

   $ 2,279,623    $ 2,257,643    $ 12,529    $ 28,030    $ 2,242,142
                                  

Total securities held to maturity

   $ 4,467,160    $ 4,445,180    $ 100,186    $ 34,658    $ 4,510,708
                                  

 

(1) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. As of March 31, 2010, the non-credit portion recorded in AOCL was $22.0 million (before taxes).

 

     December 31, 2009
(in thousands)    Amortized
Cost
   Carrying
Amount
   Gross
Unrealized
Gain
   Gross
Unrealized
Loss
   Fair Value

Mortgage-Related Securities:

              

GSE certificates

   $ 234,290    $ 234,290    $ 16,031    $ —      $ 250,321

GSE CMOs

     2,224,873      2,224,873      75,948      6,327      2,294,494

Other mortgage-related securities

     6,793      6,793      —        —        6,793
                                  

Total mortgage-related securities

   $ 2,465,956    $ 2,465,956    $ 91,979    $ 6,327    $ 2,551,608
                                  

Other Securities:

              

GSE debentures

   $ 1,489,488    $ 1,489,488    $ 564    $ 24,505    $ 1,465,547

Corporate bonds

     101,084      101,084      4,363      1,578      103,869

Capital trust notes

     176,784      167,069      2,054      40,485      128,638
                                  

Total other securities

   $ 1,767,356    $ 1,757,641    $ 6,981    $ 66,568    $ 1,698,054
                                  

Total securities held to maturity

   $ 4,233,312    $ 4,223,597    $ 98,960    $ 72,895    $ 4,249,662
                                  

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table presents a roll-forward of the credit loss component of OTTI on debt securities for which a non-credit component of OTTI was recognized in AOCL. The beginning balance represents the credit loss component for debt securities for which OTTI occurred prior to January 1, 2010. OTTI recognized in earnings after that date for credit-impaired debt securities is presented as an addition in two components, based upon whether the current period is the first time a debt security was credit-impaired (initial credit impairment) or is not the first time a debt security was credit impaired (subsequent credit impairment). Changes in the credit loss component of credit-impaired debt securities were as follows:

 

(in thousands)    For the
Three  Months
Ended March 31, 2010

Beginning credit loss amount as of December 31, 2009

   $ 199,883

Add: Initial other-than-temporary credit losses

     331

Subsequent other-than-temporary credit losses

     392

Less: Realized losses for securities sold

     —  

Securities intended or required to be sold

     —  

Increases in expected cash flows on debt securities

     —  
         

Ending credit loss amount as of March 31, 2010

   $ 200,606
         

OTTI losses on securities totaled $13.2 million in the three months ended March 31, 2010 and consisted entirely of trust preferred securities. Included in this amount was OTTI of $12.5 million that was recorded subsequent to the issuance of the Company’s first quarter 2010 earnings release. The OTTI losses that were related to credit and, therefore, recognized in earnings totaled $723,000 during this period, and were determined through a present-value analysis of expected cash flows on the securities. Of the $723,000 that was recognized in earnings, $331,000 was recognized subsequent to the issuance of the Company’s first quarter 2010 earnings release. The significant inputs that the Company used to determine these expected cash flows were the anticipated magnitude and timing of interest payment deferrals, if any, and the underlying creditworthiness of the individual issuers whose debt acts as collateral for these trust preferred securities. The discount rate used to estimate the fair value was determined by considering the weighted average of certain market credit spreads, as well as credit spreads interpolated using other market factors. The discount rate used in determining the credit portion of OTTI, if any, is the yield on the position at the time of purchase.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months or for twelve months or longer as of March 31, 2010:

 

At March 31, 2010    Less than Twelve Months    Twelve Months or Longer    Total
(in thousands)    Fair Value    Unrealized Loss    Fair Value    Unrealized Loss    Fair Value    Unrealized Loss

Temporarily Impaired Held-to-Maturity Debt Securities:

                 

GSE debentures

   $ 666,680    $ 798    $ 495,526    $ 2,011    $ 1,162,206    $ 2,809

GSE CMOs

     247,937      2,209      102,859      4,419      350,796      6,628

Corporate bonds

     19,966      61      8,947      56      28,913      117

Capital trust notes

     4,048      27      69,193      25,077      73,241      25,104
                                         

Total temporarily impaired held-to-maturity debt securities

   $ 938,631    $ 3,095    $ 676,525    $ 31,563    $ 1,615,156    $ 34,658
                                         

Temporarily Impaired Available-for-Sale Securities:

                 

Debt Securities:

                 

U.S. Treasury obligations

   $ 78,779    $ 210    $ —      $ —      $ 78,779    $ 210

GSE certificates

     70,648      433      —        —        70,648      433

Private label CMOs

     42,706      3,749      35,666      204      78,372      3,953

Corporate bonds

     —        —        3,982      802      3,982      802

State, county, and municipal

     525      21      4,787      193      5,312      214

Capital trust notes

     1,033      —        9,299      5,321      10,332      5,321
                                         

Total temporarily impaired available-for-sale debt securities

   $ 193,691    $ 4,413    $ 53,734    $ 6,520    $ 247,425    $ 10,933

Equity securities

     —        —        32,036      17,436      32,036      17,436
                                         

Total temporarily impaired available-for-sale securities

   $ 193,691    $ 4,413    $ 85,770    $ 23,956    $ 279,461    $ 28,369
                                         

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months or for twelve months or longer as of December 31, 2009:

 

At December 31, 2009    Less than Twelve Months    Twelve Months or Longer    Total
(in thousands)    Fair Value    Unrealized Loss    Fair Value    Unrealized Loss    Fair Value    Unrealized Loss

Temporarily Impaired Held-to-Maturity Debt Securities:

                 

GSE debentures

   $ 1,403,687    $ 24,505    $ —      $ —      $ 1,403,687    $ 24,505

GSE CMOs

     59,147      1,115      102,067      5,212      161,214      6,327

Corporate bonds

     27,710      1,256      14,317      322      42,027      1,578

Capital trust notes

     34,830      429      71,016      40,056      105,846      40,485
                                         

Total temporarily impaired held-to-maturity debt securities

   $ 1,525,374    $ 27,305    $ 187,400    $ 45,590    $ 1,712,774    $ 72,895
                                         

Temporarily Impaired Available-for-Sale Securities:

                 

Debt Securities:

                 

U.S. Treasury obligations

   $ 185,928    $ 592    $ —      $ —      $ 185,928    $ 592

GSE certificates

     81,981      702      —        —        81,981      702

Private label CMOs

     43,849      5,452      41,765      546      85,614      5,998

Corporate bonds

     —        —        3,855      919      3,855      919

State, county, and municipal

     524      22      4,723      259      5,247      281

Capital trust notes

     3,983      44      9,224      5,394      13,207      5,438
                                         

Total temporarily impaired available-for-sale debt securities

   $ 316,265    $ 6,812    $ 59,567    $ 7,118    $ 375,832    $ 13,930

Equity securities

     —        —        30,498      18,914      30,498      18,914
                                         

Total temporarily impaired available-for-sale securities

   $ 316,265    $ 6,812    $ 90,065    $ 26,032    $ 406,330    $ 32,844
                                         

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

In April 2009, the Financial Accounting Standards Board (the “FASB”) amended the OTTI accounting model for debt securities. The OTTI accounting model for equity securities was not affected. Under this guidance, an OTTI loss on impaired securities must be fully recognized in earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, it must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss has occurred, only the amount of impairment associated with the credit loss is recognized in earnings. Amounts relating to factors other than credit losses are recorded in AOCL. The guidance also requires additional disclosures regarding the calculation of credit losses as well as factors considered by the investor in reaching a conclusion that an investment is not other-than-temporarily impaired. The Company adopted this guidance effective April 1, 2009 and recorded a $967,000 pre-tax transition adjustment for the non-credit portion of the OTTI on securities held at April 1, 2009 that were previously considered other-than-temporarily impaired.

Available-for-sale securities in unrealized loss positions are analyzed as part of the Company’s ongoing assessment of OTTI. When the Company intends to sell such available-for-sale securities, the Company recognizes an impairment loss equal to the full difference between the amortized cost basis and the fair value of those securities. When the Company does not intend to sell available-for-sale equity or debt securities in an unrealized loss position, potential OTTI is considered based on a variety of factors, including the length of time and extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, the geographic area, or financial condition of the issuer or the underlying collateral of a security; the payment structure of the security; changes to the rating of the security by a rating agency; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. For debt securities, the Company estimates cash flows over the remaining lives of the underlying collateral to assess whether credit losses exist and, where applicable, to determine if any adverse changes in cash flows have occurred. The Company’s cash flow estimates take into account expectations of relevant market and economic data as of the end of the reporting period. As of March 31, 2010, the Company did not intend to sell the securities with an unrealized loss position in AOCL, and it was more likely than not that the Company would be required to sell these securities before recovery of their amortized cost basis. The Company believes that the securities with an unrealized loss in AOCL were not other-than-temporarily impaired as of March 31, 2010.

Other factors considered in determining whether a loss is temporary include the length of time and the extent to which fair value has been below cost; the severity of the impairment; the cause of the impairment; the financial condition and near-term prospects of the issuer; activity in the market of the issuer that may indicate adverse credit conditions; and the forecasted recovery period using current estimates of volatility in market interest rates (including liquidity and risk premiums).

Management’s assertion regarding its intent not to sell, or that it is not more likely than not that the Company will be required to sell the security before its anticipated recovery, considers a number of factors, including a quantitative estimate of the expected recovery period (which may extend to maturity) and management’s intended strategy with respect to the identified security or portfolio. If management does have the intent to sell, or believes it is more likely than not that the Company will be required to sell the security before its anticipated recovery, the unrealized loss is charged directly to earnings in the Consolidated Statement of Income and Comprehensive Income.

The unrealized losses on the Company’s GSE debentures and GSE CMOs at March 31, 2010 were primarily caused by movements in market interest rates and spread volatility, rather than credit risk. The Company purchased these investments either at par or at a discount relative to their face amount, and the contractual cash flows of these investments are guaranteed by the GSEs. Accordingly, it is expected that these securities would not be settled at a price that is less than the amortized cost of the Company’s investment. Because the Company does not have the intent to sell the investments and it is not more likely than not that the Company will be required to sell the investments before anticipated recovery of fair value, which may be at maturity, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2010.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The Company reviews quarterly financial information related to its investments in capital securities as well as other information that is released by each financial institution to determine the continued creditworthiness of the securities they issued. The contractual terms of these investments do not permit settling the securities at prices that are less than the amortized costs of the investments; therefore, the Company expects that these investments would not be settled at prices that are less than their amortized costs. The Company continues to monitor these investments and currently estimates that the present value of expected cash flows is not less than the amortized cost of the securities. Because the Company does not have the intent to sell the investments and it is not more likely than not that the Company will be required to sell the investments before anticipated recovery of fair value, which may be at maturity, it did not consider these investments to be other-than-temporarily impaired at March 31, 2010. It is possible that these securities will perform worse than is currently expected, which could lead to adverse changes in cash flows on these securities and potential OTTI losses in the future. Events that may occur in the future at the financial institutions that issued these securities could trigger material unrecoverable declines in fair values for the Company’s investments and therefore could result in future potential OTTI losses. Such events include, but are not limited to, government intervention, deteriorating asset quality and credit metrics, significantly higher levels of default and loan loss provisions, losses in value on the underlying collateral, deteriorating credit enhancement, net operating losses, and further illiquidity in the financial markets.

The unrealized losses on the Company’s private label CMOs at March 31, 2010 were primarily attributable to market interest rate volatility and a significant widening of interest rate spreads from the acquisition dates across market sectors relating to the continued illiquidity and uncertainty in the financial markets, rather than to credit risk. Current characteristics of each security owned, such as delinquency and foreclosure levels, credit enhancement, and projected losses and coverage, are reviewed periodically by management. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. Because the Company does not have the intent to sell the investments and it is not more likely than not that the Company will be required to sell the investments before anticipated recovery of fair value, which may be at maturity, the Company did not consider these investments to be other than temporarily impaired at March 31, 2010. It is possible that the underlying loan collateral of these securities will perform worse than is currently expected, which could lead to adverse changes in cash flows on these securities and future OTTI losses. Events that could trigger material unrecoverable declines in fair values, and therefore potential OTTI losses for these securities in the future, include, but are not limited to, deterioration of credit metrics, significantly higher levels of default, loss in value on the underlying collateral, deteriorating credit enhancement, and further illiquidity in the financial markets.

At March 31, 2010, the Company’s equity securities portfolio consisted of perpetual preferred and common stock, and mutual funds. In analyzing its investments in perpetual preferred stock for OTTI, the Company uses an impairment model that is applied to debt securities, consistent with guidance provided by the SEC, provided that there has been no evidence of deterioration in the creditworthiness of the issuer. If deterioration occurs, an equity security impairment model is used. The unrealized losses on the Company’s equity securities were primarily caused by market volatility. In addition, perpetual preferred stock was impacted by widening interest rate spreads across market sectors related to the continued illiquidity and uncertainty in the marketplace. The Company evaluated the near-term prospects of a recovery of fair value for each security in the portfolio, together with the severity and duration of impairment to date. Based on this evaluation, and the Company’s ability and intent to hold these investments for a reasonable period of time sufficient to realize a near-term forecasted recovery of fair value, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2010. Nonetheless, it is possible that these equity securities will perform worse than currently expected, which could lead to adverse changes in their fair values or the failure of the securities to fully recover in value as presently forecasted by management, causing the Company to record OTTI losses in future periods. Events that could trigger material declines in the fair values of these securities include, but are not limited to, deterioration in the equity markets; a decline in the quality of the loan portfolios of the issuers in which the Company has invested; and the recording of higher loan loss provisions and net operating losses by such issuers. The Company considers a decline in fair value of available-for-sale equity securities to be other than temporary if the Company does not expect to recover the entire amortized cost basis of the security.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following tables summarize the carrying amount and estimated fair value of held-to-maturity debt securities and the amortized cost and estimated fair value of available-for-sale debt securities at March 31, 2010 by contractual maturity. Mortgage-related securities held to maturity and available for sale, all of which have prepayment provisions, are distributed to a maturity category based on the end of the estimated average life of such securities. Principal and amortization prepayments are not shown in maturity categories as they occur, but are considered in the determination of estimated average life.

 

     Carrying Amount      
(dollars in thousands)    Mortgage-
Related
Securities
   Average
Yield
    U.S. Treasury
and GSE
Obligations
   Average
Yield
    State, County,
and Municipal
   Average
Yield(1)
    Other Debt
Securities(2)
   Average
Yield
    Fair Value

Held-to-Maturity Debt Securities:

                      

Due within one year

   $ —      —     $ —      —     $ —      —     $ 4,003    8.04   $ 3,997

Due from one to five years

     —      —          —      —          —      —          32,757    6.34        33,421

Due from five to ten years

     10,082    6.24        1,846,268    4.41        —      —          23,027    5.20        1,882,449

Due after ten years

     2,177,455    5.10        155,984    4.50        —      —          195,604    7.47        2,590,841
                                                          

Total debt securities held to maturity

   $ 2,187,537    5.10   $ 2,002,252    4.42   $ —      —     $ 255,391    7.13   $ 4,510,708
                                                          
     Amortized Cost      
(dollars in thousands)    Mortgage-
Related
Securities
   Average
Yield
    U.S. Treasury
and GSE
Obligations
   Average
Yield
    State, County,
and Municipal
   Average
Yield(1)
    Other Debt
Securities(2)
   Average
Yield
    Fair Value

Available-for-Sale Debt Securities:(3)

                      

Due within one year

   $ 225    6.55   $ 248,666    0.25   $ 125    5.12   $ 1,026    5.60   $ 250,117

Due from one to five years

     1,183    5.07        62,993    1.24        492    5.75        4,784    5.80        68,530

Due from five to ten years

     14,229    6.86        —      —          2,315    6.50        —      —          16,727

Due after ten years

     647,361    4.82        621    5.26        3,471    6.67        38,754    4.88        708,827
                                                          

Total debt securities available for sale

   $ 662,998    4.86   $ 312,280    0.46   $ 6,403    6.51   $ 44,564    4.99   $ 1,044,201
                                                          

 

(1) Not presented on a tax-equivalent basis.
(2) Includes corporate bonds and capital trust notes. Included in capital trust notes are $16.0 million and $625,000 of pooled trust preferred securities available for sale and held to maturity, respectively, all of which are due after ten years. The remaining capital trust notes consist of single-issue trust preferred securities.
(3) As equity securities have no contractual maturity, they have been excluded from this table.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 5. Loans, net

The following table provides a summary of the Company’s loan portfolio at the dates indicated:

 

     March 31, 2010     December 31, 2009  
(dollars in thousands)    Amount     Percent  of
Non-Covered
Loans
    Amount     Percent  of
Non-Covered
Loans
 

Non-Covered Loans:

        

Mortgage Loans:

        

Multi-family

   $ 16,777,137      69.36   $ 16,737,721      71.59

Commercial real estate

     5,066,793      20.95        4,988,649      21.34   

Acquisition, development, and construction

     648,068      2.68        666,440      2.85   

One- to four-family

     200,940      0.83        216,078      0.92   

Loans held for sale

     764,358      3.16        —        —     
                            

Total mortgage loans

   $ 23,457,296      96.98      $ 22,608,888      96.70   
                            

Other Loans:

        

Commercial and industrial

     623,556      2.58        653,159      2.79   

Other loans

     107,001      0.44        118,445      0.51   
                            

Total other loans

     730,557      3.02        771,604      3.30   
                            

Total non-covered loans

   $ 24,187,853      100.00   $ 23,380,492      100.00
                

Net deferred loan origination fees

     (5,739       (3,893  

Allowance for loan losses

     (137,443       (127,491  
                    

Total non-covered loans, net

     24,044,671          23,249,108     

Total Covered Loans

     4,759,139          5,016,100     
                    

Loans, net

   $ 28,803,810        $ 28,265,208     
                    

Covered loans refer to the loans acquired from the FDIC in the AmTrust and Desert Hills acquisitions, all of which are subject to the previously mentioned loss sharing agreements. At December 31, 2009, the balance of covered loans included loans held for sale of $351.3 million. Non-covered loans refer to all loans in the Company’s loan portfolio excluding covered loans.

Non-Covered Loans

Loans Originated for Portfolio

The Company is primarily a multi-family mortgage lender, with a significant portion of its loan portfolio collateralized by non-luxury apartment buildings in New York City that are largely rent-controlled and/or rent-stabilized.

The Company also originates the following types of loans for portfolio: commercial real estate (“CRE”) loans, primarily in New York City, Long Island, and New Jersey; and, to a lesser extent, acquisition, development, and construction (“ADC”) loans and commercial and industrial (“C&I”) loans. ADC loans are primarily originated for multi-family and residential tract projects in New York City and Long Island, while C&I loans are made to small and mid-size businesses in New York City, Long Island, New Jersey, and Arizona on both a secured and unsecured basis for working capital, business expansion, and the purchase of machinery and equipment.

Payments on multi-family and CRE loans generally depend on the income produced by the underlying properties which, in turn, depends on their successful operation and management. Accordingly, the ability of the Company’s borrowers to repay these loans may be impacted by adverse conditions in the local real estate market and the local economy. While the Company generally requires that such loans be qualified on the basis of the collateral property’s current cash flows, appraised value, and debt service coverage ratio, among other factors, there can be no assurance that its underwriting policies will protect the Company from credit-related losses or delinquencies.

ADC loans typically involve a higher degree of credit risk than financing on improved, owner-occupied real estate. The risk of loss on an ADC loan is largely dependent upon the accuracy of the initial appraisal of the

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

property’s value upon completion of construction or development; the estimated cost of construction, including interest; and the estimated time to complete and/or sell or lease such property. The Company seeks to minimize these risks by maintaining consistent lending policies and rigorous underwriting standards. However, if the estimate of value proves to be inaccurate, the cost of completion is greater than expected, the length of time to complete and/or sell or lease the collateral property is greater than anticipated, or if there is a downturn in the local economy or real estate market, the property could have a value upon completion that is insufficient to assure full repayment of the loan. This would have a material adverse effect on the quality of the ADC loan portfolio, and result in material losses or delinquencies.

The Company seeks to minimize the risks involved in C&I lending by underwriting such loans on the basis of the cash flows produced by the business; by requiring that such loans be collateralized by various business assets, including inventory, equipment, and accounts receivable, among others; and by requiring personal guarantees. However, the capacity of a borrower to repay a C&I loan is substantially dependent on the degree to which his or her business is successful. In addition, the collateral underlying such loans may depreciate over time, may not be conducive to appraisal, or may fluctuate in value, based upon the results of operations of the business.

Since 2008, the markets served by the Company have been impacted by widespread economic decline and rising unemployment, which have contributed to a rise in charge-offs and non-performing assets. The ability of the Company’s borrowers to repay their loans, and the value of the collateral securing such loans, could be further adversely impacted by continued or more significant economic weakness in its local markets as a result of increased unemployment, declining real estate values, or increased residential and office vacancies. This not only could result in the Company experiencing a further increase in charge-offs and/or non-performing assets, but also could necessitate an increase in the provision for loan losses. These events would have an adverse impact on the Company’s results of operations and capital, if they were to occur.

One- to Four-Family Loans Originated for Sale

The origination of one- to four-family loans occurs on two distinctly different platforms. Since December 1, 2000, the Company has originated such loans as a customer service in its local markets through a third-party conduit. The loans are originated at its branches and on its web sites, and are sold to the third-party conduit shortly after they close, servicing released.

In connection with the AmTrust acquisition, the Company acquired its mortgage banking operation, which aggregates agency-conforming one- to four-family loans on a nationwide platform and sells these loans to Fannie Mae and Freddie Mac.

Asset Quality

At March 31, 2010 and December 31, 2009, the Company had $734.7 million and $578.1 million, respectively, of non-accrual non-covered loans. In addition, at March 31, 2010, the Company had covered loans of $172.5 million that were over 90 days past due but are considered to be performing due to the application of the yield accretion method under Codification Topic 310-30. Codification Topic 310-30 allows the Company to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Accordingly, loans that may have been classified as non-performing loans by AmTrust or Desert Hills are no longer classified as non-performing because, at acquisition, the Company believed that it would fully collect the new carrying value of these loans. The new carrying value represents the contractual balance, reduced by the portion expected to be uncollectible (referred to as the “non-accretable difference”) and by an accretable yield (discount) that is recognized as interest income. It is important to note that management’s judgment is required in reclassifying loans subject to Codification Topic 310-30 as performing loans, and is dependent on having a reasonable expectation about the timing and amount of the cash flows to be collected, even if the loan is contractually past due.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The following table presents information regarding the Company’s non-performing loans at March 31, 2010 and December 31, 2009 (excluding covered loans):

 

(in thousands)    March 31,
2010
   December 31,
2009

Non-Performing Loans:

     

Non-accrual mortgage loans:

     

Multi-family

   $ 481,954    $ 393,113

Commercial real estate

     97,128      70,618

Acquisition, development, and construction

     110,071      79,228

One- to four-family

     15,645      14,171
             

Total non-accrual mortgage loans

     704,798      557,130

Other non-accrual loans

     29,890      20,938

Loans 90 days or more past due and still accruing interest

     —        —  
             

Total non-performing loans

   $ 734,688    $ 578,068
             

In accordance with GAAP, the Company is required to account for certain loan modifications or restructurings as “troubled debt restructurings.” In general, a modification or restructuring of a loan constitutes a troubled debt restructuring if the Company grants a concession to a borrower experiencing financial difficulty. Loans modified in a troubled debt restructuring are placed on non-accrual status until the Company determines that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate performance according to the restructured terms for a period of at least six months. At March 31, 2010, loans modified in a troubled debt restructuring totaled $225.2 million, all of which was included in non-accrual loans at that date. At December 31, 2009, loans modified in a troubled debt restructuring totaled $184.8 million; of this amount, $167.3 million was included in non-accrual loans and $17.5 million was under 90 days past due.

At March 31, 2010, non-covered loans included $764.4 million of loans held for sale, most of which were originated by AmTrust’s mortgage banking operation for sale to Fannie Mae and Freddie Mac. In the first three months of 2010, the Company recorded aggregate net gains of $28.4 million in connection with the sale of loans totaling $896.5 million.

The following table provides a summary of activity in the allowance for loan losses at the dates indicated:

 

(in thousands)    At or For the
Three Months Ended
March 31, 2010
    At or For the
Year Ended
December 31, 2009
 

Balance at beginning of period

   $ 127,491      $ 94,368   

Provision for loan losses

     20,000        63,000   

Charge-offs

     (10,054     (29,931

Recoveries

     6        54   
                

Balance at end of period

   $ 137,443      $ 127,491   
                

Covered Loans

The following table presents the balances of the loans acquired in the Desert Hills acquisition as of March 26, 2010 (the acquisition date):

 

(dollars in thousands)    Amount     Percent of
Covered Loans
 

Loan Category:

    

Mortgage loans

   $ 158,193      60.2

Commercial and industrial and other loans

     104,628      39.8   
              

Total loans

   $ 262,821      100.0

Total discount resulting from acquisition date fair value adjustment

     (63,355  
          

Net loans acquired

   $ 199,466     
          

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The Company refers to the loans acquired in the Desert Hills acquisition as “covered loans” because the Company will be reimbursed for a substantial portion of any future losses on these loans under the terms of the FDIC loss sharing agreements. Covered loans are accounted for under Codification Topic 310-30, and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the lives of the loans.

At the acquisition date, we estimated the fair values of the Desert Hills loan portfolio at $199.5 million, which represents the expected cash flows from the portfolio discounted at market-based rates. In estimating such fair value, we (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”); and (b) estimated the amount and timing of undiscounted expected principal and interest payments (the “undiscounted expected cash flows”). The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the lives of the loans. The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is referred to as the “non-accretable difference.” The non-accretable difference represents an estimate of the credit risk in the Desert Hills loan portfolio at the acquisition date. On the acquisition date, the preliminary estimate of the contractual principal and interest payments for covered loans acquired in the Desert Hills acquisition was $277.7 million. At the acquisition date, the accretable yield was $38.0 million and the non-accretable difference was $40.2 million.

In connection with the Desert Hills acquisition, the Company also acquired $44.6 million of OREO, which is covered under an FDIC loss sharing agreement. Covered OREO was initially recorded at its estimated fair value on the acquisition date based on independent appraisals less estimated selling costs. Any subsequent write downs due to declines in fair value will be charged to non-interest expense with a partially offsetting non-interest income item for the loss reimbursement under the FDIC loss sharing agreement. Any recoveries of previous write downs are credited to non-interest expense with a corresponding charge to non-interest income for the portion of the recovery that is due to the FDIC.

At March 31, 2010, the outstanding balance (representing amounts owed to the Company) for loans acquired in the AmTrust acquisition was $5.5 billion. The carrying value of such loans was $4.6 billion and $5.0 billion at March 31, 2010 and December 31, 2009, respectively.

Changes in the accretable yield for acquired loans were as follows for the three months ended March 31, 2010:

 

(dollars in thousands)    Accretable Yield  

Balance at beginning of period(1)

   $ 2,081,765   

Additions

     37,968   

Accretion

     (69,410
        

Balance at end of period

   $ 2,050,323   
        

 

(1) Excludes loans held for sale

Covered loans under the loss sharing agreements with the FDIC are reported exclusive of the FDIC loss share receivable. The covered loans acquired in the AmTrust and Desert Hills acquisitions are, and will continue to be, reviewed for collectability, based on the expectations of cash flows on these loans. As a result, if there is a decrease in expected cash flows due to an increase in estimated credit losses compared to the estimate made at the acquisition date, the decrease in the present value of expected cash flows will be recorded as a provision for covered loan losses charged to earnings, and an allowance for covered loan losses will be established. A related credit to income and an increase in the FDIC loss share receivable will be recognized at the same time, and will be measured based on the loss share percentages described earlier in this report.

The FDIC loss share receivable represents the present value of the estimated losses on covered loans to be reimbursed by the FDIC. The estimated losses were based on the same cash flow estimates used in determining the fair value of the covered loans. The FDIC loss share receivable will be reduced as losses are recognized on covered loans and loss sharing payments are received from the FDIC. Realized losses in excess of acquisition date estimates will result in an increase in the FDIC loss share receivable. Conversely, if realized losses are less than acquisition date estimates, the FDIC loss share receivable will be reduced.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Under Codification Topic 310-30, purchasers are permitted to aggregate acquired loans into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Through March 31, 2010, there was no indication that the accretable difference should be modified.

Note 6. Mortgage Servicing Rights

The Company had mortgage servicing rights (“MSRs”) of $19.8 million and $10.6 million at March 31, 2010 and December 31, 2009, respectively. MSRs are included in “other assets” in the Consolidated Statements of Condition. The Company has two classes of MSRs for which it separately manages the economic risk: residential MSRs and securitized MSRs. Residential MSRs are carried at fair value, with changes in fair value recorded as a component of non-interest income in each period. The Company uses various derivative instruments to mitigate the income statement-effect of changes in fair value due to changes in valuation inputs and assumptions of its residential MSRs. MSRs do not trade in an active, open market with readily observable prices. Accordingly, the Company utilizes a valuation model that calculates the present value of estimated future cash flows. The model incorporates various assumptions, including estimates of prepayment speeds, discount rates, refinance rates, servicing costs, and ancillary income. The Company reassesses and periodically adjusts the underlying inputs and assumptions in the model to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset. The value of MSRs is significantly affected by mortgage interest rates available in the marketplace, which influence mortgage loan prepayment speeds. In general, during periods of declining interest rates, the value of MSRs declines due to increasing prepayments attributable to increased mortgage refinancing activity. Conversely, during periods of rising interest rates, the value of MSRs generally increases due to reduced mortgage refinancing activity.

Securitized MSRs are carried at the lower of the initial carrying value, adjusted for amortization, or fair value and are amortized in proportion to, and over the period of, estimated net servicing income. Such MSRs are periodically evaluated for impairment based on the difference between the carrying amount and current fair value. If it is determined that impairment exists, the resultant loss is charged against earnings.

The following table sets forth the changes in residential and securitized MSRs for the three months March 31, 2010 and the year ended December 31, 2009:

 

     For the
Three Months Ended
March 31, 2010
    For the
Year Ended
December 31, 2009
 
(in thousands)    Residential    Securitized     Residential    Securitized  

Carrying value, beginning of year

   $ 8,617    $ 1,965      $ —      $ 3,568   

Additions

     9,353      —          —        —     

Increase in fair value

     41      —          —        —     

Amortization

     —        (193     —        (1,603

Additions recorded at fair value in the AmTrust acquisition

     —        —          8,617      —     
                              

Carrying value, end of period

   $ 18,011    $ 1,772      $ 8,617    $ 1,965   
                              

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 7. Borrowed Funds

The following table provides a summary of the Company’s borrowed funds at the dates indicated:

 

(in thousands)    March 31,
2010
   December 31,
2009

Wholesale borrowings:

     

FHLB advances

   $ 8,670,024    $ 8,955,769

Repurchase agreements

     4,125,000      4,125,000
             

Total wholesale borrowings

     12,795,024      13,080,769
             

Junior subordinated debentures

     427,251      427,371

Senior debt

     601,775      601,746

Preferred stock of subsidiaries

     51,800      54,800
             

Total borrowed funds

   $ 13,875,850    $ 14,164,686
             

At March 31, 2010, the Company had $427.3 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 GAAP. The proceeds of each issuance were invested in a series of junior subordinated debentures of the Company and the underlying assets of each statutory business trust are the relevant debentures. The Company has fully and unconditionally guaranteed the obligations under each trust’s 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 March 31, 2010:

 

Issuer

  Interest Rate of
Capital Securities
and Debentures(1)
    Junior
Subordinated

Debenture
Carrying
Amount
  Capital
Securities
Amount
Outstanding
   Date of
Original Issue
   Stated Maturity    First Optional
Redemption Date
    (dollars in thousands)         

Haven Capital Trust II

  10.250   $ 23,333   $ 22,550    May 26, 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    September 7, 2000    September 7, 2030    September 7, 2010

New York Community Capital Trust V

  6.000        143,504     137,153    November 4, 2002    November 1, 2051    November 4,  2007(3)

New York Community Capital Trust X

  1.857        123,712     120,000    December 14, 2006    December 15, 2036    December 15, 2011

LIF Statutory Trust I

  10.600        7,732     7,500    September 7, 2000    September 7, 2030    September 7, 2010

PennFed Capital Trust II

  10.180        12,983     12,611    March 28, 2001    June 8, 2031    June 8, 2011

PennFed Capital Trust III

  3.507        30,928     30,000    June 2, 2003    June 15, 2033    June 15, 2008(2)

New York Community Capital Trust XI

  1.939        59,286     57,500    April 16, 2007    June 30, 2037    June 30, 2012
                      
    $ 427,251   $ 412,314         
                      

 

(1) Excludes the effect of purchase accounting adjustments.
(2) Callable at any time subsequent to this date.
(3) Callable subject to certain conditions as described in the prospectus filed with the SEC on November 4, 2002.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 8. Pension and Other Post-Retirement Benefits

The following table sets forth certain disclosures for the Company’s pension and post-retirement plans for the periods indicated:

 

     For the Three Months Ended March 31,  
     2010     2009  
(in thousands)    Pension
Benefits
    Post-Retirement
Benefits
    Pension
Benefits
    Post-Retirement
Benefits
 

Components of net periodic (credit) expense:

        

Interest cost

   $ 1,515      $ 198      $ 1,611      $ 228   

Service cost

     —          1        —          —     

Expected return on plan assets

     (2,866     —          (2,576     —     

Unrecognized past service liability

     49        (62     50        (62

Amortization of unrecognized loss

     1,286        78        1,746        76   
                                

Net periodic (credit) expense

   $ (16   $ 215      $ 831      $ 242   
                                

As discussed in the notes to the consolidated financial statements presented in the Company’s 2009 Annual Report on Form 10-K, the Company expects to contribute $1.7 million to its post-retirement plan to pay premiums and claims for the fiscal year ending December 31, 2010. The Company does not expect to contribute to its pension plan in 2010.

Note 9. Computation of Earnings per Share

The following table presents the Company’s computation of basic and diluted earnings per share for the periods indicated:

 

     Three Months Ended March 31,  
(in thousands, except share and per share data)    2010     2009  

Net income

   $ 124,149      $ 88,689   

Less: Dividends paid on and earnings allocated to participating securities

     (748     (482
                

Earnings applicable to common stock

   $ 123,401      $ 88,207   
                

Weighted average common shares outstanding

     432,131,304        343,323,162   
                

Basic earnings per common share

     $0.29        $0.26   
                

Earnings applicable to common stock

   $ 123,401      $ 88,207   
                

Weighted average common shares outstanding

     432,131,304        343,323,162   

Potential dilutive common shares(1)

     315,370        77,847   
                

Total shares for diluted earnings per share computation

     432,446,674        343,401,009   
                

Diluted earnings per common share and common share equivalents

     $0.29        $0.26   
                

 

(1) Options to purchase 5,310,729 shares and 13,127,433 shares of the Company’s common stock that were outstanding as of March 31, 2010 and 2009, at respective weighted average exercise prices of $17.72 and $15.73, were not included in the respective computations of diluted earnings per share because their inclusion would have had an antidilutive effect.

Note 10. Fair Value Measurement

In 2008, the FASB issued a standard that, among other things, defined fair value, established a consistent framework for measuring fair value, and expanded disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. The standard clarified 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

 

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Table of Contents

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established 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 company’s own assumptions about the assumptions that market participants use in pricing an asset or liability.

A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following tables present assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2010 and December 31, 2009, and that were included in the Company’s Consolidated Statement of Condition at those dates:

 

     Fair Value Measurements at March 31, 2010 Using  
(in thousands)    Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
    Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Netting
Adjustments(1 )
    Total
Fair Value
 

Mortgage-Related Securities Available for Sale:

            

GSE certificates

   $ —        $ 350,954    $ —      $ —        $ 350,954   

GSE CMOs

     —          250,586      —        —          250,586   

Private label CMOs

     —          78,372      —        —          78,372   
                                      

Total mortgage-related securities

   $ —        $ 679,912    $ —      $ —        $ 679,912   
                                      

Other Securities Available for Sale:

            

GSE debentures

   $ —        $ 19,715    $ —      $ —        $ 19,715   

Corporate bonds

     —          5,016      —        —          5,016   

U. S. Treasury obligations

     292,421        —        —        —          292,421   

State, county, and municipal

     —          6,222      —        —          6,222   

Capital trust notes

     —          15,418      25,497      —          40,915   

Preferred stock

     —          13,401      7,972      —          21,373   

Common stock

     38,722        —        —        —          38,722   
                                      

Total other securities

   $ 331,143      $ 59,772    $ 33,469    $ —        $ 424,384   
                                      

Total securities available for sale

   $ 331,143      $ 739,684    $ 33,469    $ —        $ 1,104,296   
                                      

Other Assets:

            

Loans held for sale

   $ —        $ 760,252    $ —      $ —        $ 760,252   

Mortgage servicing rights

     —          —        18,011      —          18,011   

Derivative assets

     215        5,882      1,596      (1,181     6,512   

Liabilities:

            

Derivative liabilities

   $ (433   $ —      $ —      $ —        $ (433

 

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions with the same counterparties.

 

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Table of Contents

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

     Fair Value Measurements at December 31, 2009 Using  
(in thousands)    Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
    Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs

(Level 3)
   Netting
Adjustments(1 )
    Total
Fair Value
 

Mortgage-Related Securities Available for Sale:

            

GSE certificates

   $ —        $ 271,808    $ —      $ —        $ 271,808   

GSE CMOs

     —          416,783      —        —          416,783   

Private label CMOs

     —          85,614      —        —          85,614   
                                      

Total mortgage-related securities

   $ —        $ 774,205    $ —      $ —        $ 774,205   
                                      

Other Securities Available for Sale:

            

GSE debentures

   $ —        $ 30,190    $ —      $ —        $ 30,190   

Corporate bonds

     —          4,901      —        —          4,901   

U. S. Treasury obligations

     606,451        —        —        —          606,451   

State, county, and municipal

     —          6,159      —        —          6,159   

Capital trust notes

     —          15,273      23,565      —          38,838   

Preferred stock

     —          13,567      7,667      —          21,234   

Common stock

     36,668        —        —        —          36,668   
                                      

Total other securities

   $ 643,119      $ 70,090    $ 31,232    $ —        $ 744,441   
                                      

Total securities available for sale

   $ 643,119      $ 844,295    $ 31,232    $ —        $ 1,518,646   
                                      

Other Assets:

            

Loans held for sale

   $ —        $ 351,322    $ —      $ —        $ 351,322   

Mortgage servicing rights

     —          —        8,617      —          8,617   

Derivative assets

     48        20,416      32      (2,243     18,253   

Liabilities:

            

Derivative liabilities

   $ (344   $ —      $ —      $ 83      $ (261

 

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions with the same counterparties.

The Company reviews and updates the fair value hierarchy classifications for its assets on a quarterly basis. Changes from one quarter to the next that are related to the observability of inputs to a fair value measurement may result in a reclassification from one hierarchy level to another.

A description of the methods and significant assumptions utilized in estimating the fair value of available-for-sale securities follows:

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities and exchange-traded securities.

If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, models incorporate transaction details such as maturity and cash flow assumptions. Securities valued in this manner would generally be classified within Level 2 of the valuation hierarchy and primarily include such instruments as mortgage-related securities and corporate debt.

In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. In valuing collateralized debt obligations (“CDOs”) (which include pooled trust preferred securities and income notes) and certain single-issue capital trust notes, both of which are classified within Level 3, the determination of fair value may require benchmarking to similar instruments or analyzing default and recovery rates. Therefore, CDOs and certain single-issue capital trust notes are valued using a model based on the specific collateral composition and cash flow structure of the securities. Key inputs to the model consist of market spread data for each credit rating, collateral type, and other relevant contractual features. In instances where quoted price information is available, that price is considered when arriving at the security’s fair value. Where there is limited activity or less transparency around the inputs to the valuation of preferred stock, the valuation is based on a discounted cash flow model.

 

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Table of Contents

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

MSRs do not trade in an active open market with readily observable prices. Accordingly, the Company utilizes a valuation model that calculates the present value of estimated future cash flows. The model incorporates various assumptions, including estimates of prepayment speeds, discount rates, refinance rates, servicing costs, and ancillary income. The Company reassesses and periodically adjusts the underlying inputs and assumptions in the model to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset. MSR fair value measurements use significant unobservable inputs and, accordingly, are classified as Level 3.

For interest rate lock commitments for residential mortgage loans that the Company intends to sell, the fair value is based on internally developed models. The key model inputs primarily include the sum of the value of the forward commitment based on the loans’ expected settlement dates, the value of MSRs arrived at by an independent MSR broker, government agency price adjustment factors, and historical interest rate lock commitment fall-out factors. Such derivatives are classified as Level 3.

While the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair values of certain financial instruments could result in different estimates of fair values at the reporting date.

The Company had no transfers in or out of Level 1 or 2 during the three months ended March 31, 2010.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Changes in Level 3 Fair Value Measurements

The following tables include a roll-forward of the balance sheet amounts for the three months ended March 31, 2010 and 2009 (including the change in fair value) for financial instruments classified in Level 3 of the valuation hierarchy:

 

(in thousands)    Fair  Value
January 1,
2010
   Total Realized/Unrealized
Gains/(Losses) Recorded in
   Purchases,
Issuances, and
Settlements, Net
   Transfers
in/out of
Level 3
   Fair  Value
March 31,
2010
   Change in
Unrealized Gains
and (Losses)
Related to
Instruments Held at
March 31, 2010
      Income     Comprehensive
Income
           

Available-for-Sale Debt Securities:

                   

Capital securities and preferred stock

   $ 31,232    $ (398   $ 2,635    $ —      $ —      $ 33,469    $ 2,237

Mortgage servicing rights

     8,617      41        —        9,353      —        18,011      41

Derivatives, net

     32      1,564        —        —        —        1,596      1,564
(in thousands)    Fair  Value
January 1,
2009
   Total  Realized/Unrealized
Gains/(Losses) Recorded in
   Purchases,
Issuances, and
Settlements, Net
   Transfers
in/out of
Level 3
   Fair  Value
March 31,
2009
   Change  in
Unrealized Gains
and (Losses)
Related to
Instruments Held at
March 31, 2009
      Income     Comprehensive
Income
           

Available-for-Sale Debt Securities:

                   

Capital securities

   $ 14,590    $ —        $ 2,358    $ —      $ —      $ 16,948    $ 2,358

 

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Table of Contents

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a non-recurring basis. Such instruments are subject to fair value adjustments under certain circumstances (e.g., when there is evidence of impairment). The following tables present assets and liabilities that were measured at fair value on a non-recurring basis as of March 31, 2010 and December 31, 2009, and that were included in the Company’s Consolidated Statements of Condition at those dates:

 

     Fair Value Measurements at March 31, 2010 Using
(in thousands)    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable Inputs
(Level 3)
   Total Fair
Value

Loans held for sale

   $ —      $ 4,106    $ —      $ 4,106

Certain impaired loans

     —        —        154,608      154,608
                           

Total

   $ —      $ 4,106    $ 154,608    $ 158,714
                           

 

     Fair Value Measurements at December 31, 2009 Using
(in thousands)    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable Inputs
(Level 3)
   Total Fair
Value

Loans held for sale

   $ —      $ 4,729    $ —      $ 4,729

Certain impaired loans

     —        —        139,848      139,848
                           

Total

   $ —      $ 4,729    $ 139,848    $ 144,577
                           

The fair values of collateral-dependent impaired loans are determined using various valuation techniques, including consideration of appraised values and other pertinent real estate market data.

Other Fair Value Disclosures

Certain FASB guidance requires the disclosure of fair value information about the Company’s on- and off-balance-sheet financial instruments. Quoted market prices, when available, are used as the measure of fair value. In cases where quoted market prices are not available, fair values are based on present-value estimates or other valuation techniques. Such fair values are significantly affected by the assumptions used, the timing of future cash flows, and the discount rate.

Because assumptions are inherently subjective in nature, estimated fair values cannot be substantiated by comparison to independent market quotes. Furthermore, in many cases, the estimated fair values provided would not necessarily be realized in an immediate sale or settlement of such instruments.

The following table summarizes the carrying values and estimated fair values of the Company’s financial instruments at March 31, 2010 and December 31, 2009:

 

     March 31, 2010    December 31, 2009
(in thousands)    Carrying
Value
   Estimated
Fair Value
   Carrying
Value
   Estimated
Fair Value

Financial Assets:

           

Cash and cash equivalents

   $ 2,547,889    $ 2,547,889    $ 2,670,857    $ 2,670,857

Securities held to maturity

     4,445,180      4,510,708      4,223,597      4,249,662

Securities available for sale

     1,104,296      1,104,296      1,518,646      1,518,646

FHLB stock

     444,118      444,118      496,742      496,742

Loans, net

     28,803,810      28,693,798      28,265,208      28,302,882

Mortgage servicing rights

     18,011      18,011      10,582      10,582

Derivatives

     6,512      6,512      18,253      18,253

Financial Liabilities:

           

Deposits

   $ 22,731,221    $ 22,802,957    $ 22,316,411    $ 22,373,559

Borrowed funds

     13,875,850      15,074,650      14,164,686      15,271,668

Derivatives

     433      433      261      261

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The methods and significant assumptions used to estimate fair values for the Company’s financial instruments are as follows:

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and federal funds sold. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities.

Securities Held to Maturity and Available for Sale

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, pricing models also incorporate transaction details such as maturity and cash flow assumptions.

FHLB Stock

The fair value of FHLB stock approximates the carrying amount, which is at cost.

Loans

The loan portfolio is segregated into various components for valuation purposes in order to group loans based on their significant financial characteristics, such as loan type (mortgages or other) and payment status (performing or non-performing). The estimated fair values of mortgage and other loans are computed by discounting the anticipated cash flows from the respective portfolios. The discount rates reflect current market rates for loans with similar terms to borrowers of similar credit quality. The estimated fair values of non-performing mortgage and other loans are based on recent collateral appraisals.

The methods used to estimate the fair value of loans are extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and estimates that best reflect the Company’s loan portfolio and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets. Accordingly, readers are cautioned in using this information for purposes of evaluating the financial condition and/or value of the Company in and of itself or in comparison with any other company.

In addition, these methods of estimating fair value do not incorporate the exit-price concept of fair value prescribed by Codification Topic 820-10, “Fair Value Measurements and Disclosures.”

Loans Held for Sale

Fair value is based on independent quoted market prices, where available, and adjusted as necessary for such items as servicing value, guaranty fee premiums, and credit spread adjustments.

Mortgage Servicing Rights (“MSRs”)

MSRs do not trade in an active market with readily observable prices. Accordingly, the Company utilizes a valuation model that calculates the present value of estimated future cash flows. The model incorporates various assumptions, including estimates of prepayment speeds, discount rates, refinance rates, servicing costs, and ancillary income. The Company reassesses and periodically adjusts the underlying inputs and assumptions in the model to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset.

Derivative Financial Instruments

For exchange-traded futures and exchange-traded options, the fair value is based on observable quoted market prices in an active market. For forward commitments to buy and sell loans and mortgage-backed securities, the fair value is based on observable market prices for similar securities in an active market. For interest rate lock

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

commitments for residential mortgage loans that the Company intends to sell, the fair value is based on internally developed models. The key model inputs primarily include the sum of the value of the forward commitment based on the loans’ expected settlement dates, the value of MSRs arrived at by an independent MSR broker, government agency price adjustment factors, and historical interest rate lock commitment fall-out factors.

Deposits

The fair values of deposit liabilities with no stated maturity (i.e., NOW and money market accounts, savings accounts, and non-interest-bearing accounts) are equal to the carrying amounts payable on demand. The fair values of CDs represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. These estimated fair values do not include the intangible value of core deposit relationships, which comprise a significant portion of the Company’s deposit base.

Borrowed Funds

The estimated fair value of borrowed funds is based either on bid quotations received from securities dealers or the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities and structures.

Off-Balance-Sheet Financial Instruments

The fair values of commitments to extend credit and unadvanced lines of credit are estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the commitments and the creditworthiness of the potential borrowers. The estimated fair values of such off-balance-sheet financial instruments were insignificant at March 31, 2010 and December 31, 2009.

Note 11: Derivative Financial Instruments

The Company’s derivative financial instruments consist of financial forward and futures contracts, interest rate lock commitments, swaps, and options. These derivatives relate to mortgage banking operations, MSRs, and other risk management activities, and seek to mitigate or reduce the Company’s exposure to losses from adverse changes in interest rates. These activities will vary in scope based on the level and volatility of interest rates, the type of assets held, and other changing market conditions.

The Company held derivatives not designated as hedges with a notional amount of $2.4 billion at March 31, 2010. Changes in the fair value of these derivatives are reflected in current-period earnings.

The following table sets forth information concerning the Company’s derivative financial instruments at March 31, 2010:

 

     March 31, 2010
(in thousands)    Notional
Amount
   Fair Value(1)
     
      Gain    Loss

Derivatives Not Designated as Hedges:

        

Mortgage banking:

        

Treasury options

   $ 55,000    $ 215    $ —  

Eurodollar futures

     300,000      —        433

Forward commitments to sell loans/mortgage-backed securities

     1,257,000      5,045      —  

Forward commitments to buy loans/mortgage-backed securities

     50,000      —        344

Interest rate lock commitments

     751,913      1,596      —  
                    

Total derivatives

   $ 2,413,913    $ 6,856    $ 777
                    

 

(1) Derivatives in a net gain position are recorded as other assets and derivatives in a net loss position are recorded as other liabilities in the Consolidated Statements of Condition.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The Company uses various financial instruments, including derivatives, in connection with its strategies to reduce price risk resulting from changes in interest rates. Derivative instruments may include interest rate lock commitments entered into with borrowers or correspondents/brokers to acquire conforming fixed and adjustable rate residential mortgage loans that will be held for sale. Other derivative instruments include Treasury options and Eurodollar futures. Gains or losses due to changes in the fair value of derivatives are recognized currently in earnings.

The Company enters into forward contracts to sell fixed rate mortgage-backed securities to protect against changes in the prices of conforming fixed rate loans held for sale. Forward contracts are entered into with securities dealers in an amount related to the portion of interest rate lock commitments that are expected to close. The value of these forward sales contracts moves inversely with the value of the loans in response to changes in interest rates.

To manage the price risk associated with fixed rate non-conforming mortgage loans, the Company generally enters into forward contracts on mortgage-backed securities or forward commitments to sell loans to approved investors. Short positions in Eurodollar futures contracts are used to manage price risk on adjustable rate mortgage loans held for sale.

The Company also purchases put and call options to manage the risk associated with variations in the amount of interest rate lock commitments that ultimately close.

In addition, the Company manages a portion of the risk associated with changes in the value of MSRs. The general strategy for hedging the value of servicing assets is to purchase hedge instruments that gain value when interest rates fall, thereby offsetting the corresponding decline in the value of the MSRs. The Company purchases call options on Treasury futures and enters into forward contracts to purchase fixed rate mortgage-backed securities to offset the risk of declines in the value of MSRs.

The following table sets forth the effect of derivative instruments on the Consolidated Statements of Income for the three months ended March 31, 2010 and for the period from December 4, 2009 (the date of the AmTrust acquisition) through December 31, 2009:

 

     Gain (Loss) Recognized in Non-Interest Income  
(in thousands)    For the Three Months  Ended
March 31, 2010
    For the Year  Ended
December 31, 2009
 

Mortgage Banking:

    

Treasury options

   $ (222   $ (77

Eurodollar futures

     (551     186   

Forward commitments to buy/sell loans/mortgage-backed securities

     (2,329     16,224   

Other Management Activities:

    

Interest rate swaps

     —          1,221   
                

Total (loss) gain

   $ (3,102   $ 17,554   
                

Note 12. Impact of Recent Accounting Pronouncements

In January 2010, the FASB issued a standard that requires more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll-forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In July 2009, the FASB released the Codification as the single source of authoritative non-governmental GAAP. The Codification is effective for interim and annual periods ended after September 15, 2009. All previously existing accounting standards documents are superseded. All other accounting literature not included in the Codification is non-authoritative.

 

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NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative.

Following the Codification, the FASB will not issue new standards in the form of Statements of Financial Accounting Standards, FASB Staff Positions, Emerging Issues Task Force Abstracts, or other types of pronouncements previously used. Instead, it will issue Accounting Standards Updates (“ASUs”), which will serve to update the Codification, provide background information about the guidance, and provide the basis for conclusions on changes to the Codification.

GAAP is not intended to be changed as a result of the Codification, but the Codification will change the way the guidance is organized and presented. As a result, these changes will have a significant impact on how companies reference GAAP in their financial statements and in their accounting policies for financial statements issued for interim and annual periods ended after September 15, 2009.

In April 2009, the FASB issued new requirements regarding disclosure of fair value measurements and accounting for the impairment of securities. The requirements address fair value measurements in inactive markets consistent with the principles presented in previously issued standards; increase the frequency of fair value disclosures; and establish new principles with respect to accounting for, and presenting, impairment losses on securities.

These requirements address the determination of fair values when there is no active market or where the price inputs being used represent distressed sales, and reaffirm that the objective of fair value measurement, as set forth in previously issued guidance, is to reflect how much an asset would be sold for in an orderly transaction (the exit price, as opposed to a distressed or forced transaction) at the date of the financial statements and under current market conditions. Furthermore, the FASB specifically reaffirmed the need to use judgment in ascertaining if a formerly active market has become inactive and in determining fair values when markets have become inactive.

Prior to issuing these requirements, fair values for financial instruments held by public companies were disclosed once a year. The new requirements call for quarterly disclosures that provide qualitative and quantitative information about fair value estimates.

New requirements relating to OTTI were issued by the FASB to bring greater consistency to the timing of impairment recognition, and to provide greater clarity to investors about the credit and non-credit components of impaired debt securities that are not intended or expected to be sold. The measure of impairment in comprehensive income remains fair value. The guidance also requires increased and timelier disclosure regarding expected cash flows, credit losses, and the aging of securities with unrealized losses. In accordance with these requirements, the Company recorded a cumulative-effect adjustment at the adoption date of April 1, 2009 with respect to certain previously recognized OTTI.

The FASB requirements issued in April 2009 were effective for interim and annual periods ending after June 15, 2009 and were adopted by the Company on April 1, 2009. The Company’s adoption of these requirements did not have a material effect on its consolidated financial statements.

In June 2009, the FASB issued a standard that, among other things, affects the accounting for transfers of financial assets, including securitization transactions, and requires more information when companies have continuing exposure to the risks related to transferred financial assets. The standard eliminated the concept of a “qualifying special-purpose entity,” changed the requirements for derecognizing financial assets, and required additional disclosures.

Another standard issued by the FASB in June 2009 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 entity’s purpose and design, and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

Both of these standards were effective as of the beginning of the first annual reporting period that began after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The adoption of these standards on January 1, 2010, did not have an impact on the Company’s consolidated financial condition or results of operations.

In June 2009, the FASB also issued a standard regarding subsequent events. This ASU established 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 required the disclosure of the date through which an entity evaluated subsequent events and the basis for that date, i.e., whether that date represented the date the financial statements were issued or were available to be issued. In February 2010, the FASB issued additional guidance regarding the recognition and disclosure requirements for subsequent events. This guidance addresses both the interaction of the requirements of Codification Topic 855, “Subsequent Events,” with the SEC’s reporting requirements, and the intended breadth of the reissuance disclosures provision related to subsequent events. The amendments in this guidance have the potential to change reporting by both private and public entities; however, the nature of the change may vary depending on facts and circumstances. The Company has determined there are no disclosures required under the February 2010 guidance.

 

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NEW YORK COMMUNITY BANCORP, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the purpose of this Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” and the “Company” are used to refer to New York Community Bancorp, Inc. and our consolidated subsidiaries, including New York Community Bank and New York Commercial Bank (the “Community Bank” and the “Commercial Bank,” respectively, and collectively, the “Banks”).

Forward-looking Statements and Associated Risk Factors

This report, like many written and oral communications presented by New York Community Bancorp, Inc. and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend 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 are including this statement for purposes of said safe harbor provisions.

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 “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

There are a number of factors, many of which are beyond our control, that could cause actual conditions, events, or results to differ significantly from those described in our forward-looking statements. These factors include, but are not limited to:

 

   

general economic conditions, either nationally or in some or all of the areas in which we and our customers conduct our respective businesses;

 

   

conditions in the securities markets and real estate markets or the banking industry;

 

   

changes in interest rates, which may affect our net income, prepayment penalty income, and other future cash flows, or the market value of our assets, including our investment securities;

 

   

changes in deposit flows and wholesale borrowing facilities;

 

   

changes in the demand for deposit, loan, and investment products and other financial services in the markets we serve;

 

   

changes in our credit ratings or in our ability to access the capital markets;

 

   

changes in our customer base or in the financial or operating performances of our customers’ businesses;

 

   

changes in real estate values, which could impact the quality of the assets securing the loans in our portfolio;

 

   

changes in the quality or composition of our loan or securities portfolios;

 

   

changes in competitive pressures among financial institutions or from non-financial institutions;

 

   

the ability to successfully integrate any assets, liabilities, customers, systems, and management personnel, including those of AmTrust Bank, Desert Hills Bank, and any other banks we may acquire, into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames;

 

   

our use of derivatives to mitigate our interest rate exposure;

 

   

our ability to retain key members of management;

 

   

our timely development of new lines of business and competitive products or services in a changing environment, and the acceptance of such products or services by our customers;

 

   

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

 

   

any breach in performance by the Community Bank under our loss sharing agreements with the FDIC;

 

   

any interruption in customer service due to circumstances beyond our control;

 

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potential exposure to unknown or contingent liabilities of companies we have acquired or target for acquisition;

 

   

the outcome of pending or threatened litigation, or of other matters before regulatory agencies, whether currently existing or commencing in the future;

 

   

environmental conditions that exist or may exist on properties owned by, leased by, or mortgaged to the Company;

 

   

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent;

 

   

changes in our estimates of future reserves based upon the periodic review thereof under relevant regulatory and accounting requirements;

 

   

changes in our capital management policies, including those regarding business combinations, dividends, and share repurchases, among others;

 

   

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, those pertaining to banking, securities, taxation, rent regulation and housing, environmental protection, and insurance; and the ability to comply with such changes in a timely manner;

 

   

additional FDIC special assessments or required assessment prepayments;

 

   

changes in accounting principles, policies, practices or guidelines;

 

   

the ability to keep pace with, and implement on a timely basis, technological changes;

 

   

changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System;

 

   

war or terrorist activities; and

 

   

other economic, competitive, governmental, regulatory and geopolitical factors affecting our operations, pricing and services.

It should be noted that we routinely evaluate opportunities to expand through acquisitions and frequently conduct due diligence activities in connection with such opportunities. As a result, acquisition discussions and, in some cases, negotiations, may take place at any time, and acquisitions involving cash or our debt or equity securities may occur.

Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date of this report. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

 

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Reconciliations of Stockholders’ Equity and Tangible Stockholders’ Equity, Total Assets and Tangible Assets, and the Related Measures

Although tangible stockholders’ equity, adjusted tangible stockholders’ equity, tangible assets, and adjusted tangible assets are not measures that are calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), our management uses these non-GAAP measures in its analysis of our performance. We believe that these non-GAAP measures are important indications of our ability to grow both organically and through business combinations and, with respect to tangible stockholders’ equity and adjusted tangible stockholders’ equity, our ability to pay dividends and to engage in various capital management strategies.

We calculate tangible stockholders’ equity by subtracting from stockholders’ equity the sum of our goodwill and core deposit intangibles (“CDI”), and calculate tangible assets by subtracting the same sum from our total assets. To calculate our ratio of tangible stockholders’ equity to tangible assets, we divide our tangible stockholders’ equity by our tangible assets, both of which include an amount for accumulated other comprehensive loss, net of tax (“AOCL”). AOCL consists of after-tax net unrealized losses on securities; certain other-than-temporary impairment (“OTTI”) losses on securities; and pension and post-retirement obligations, and is recorded in our Consolidated Statements of Condition. We also calculate our ratio of tangible stockholders’ equity to tangible assets excluding AOCL, as its components are impacted by changes in market conditions, including interest rates, which fluctuate. This ratio is referred to below and later in this report as the ratio of “adjusted tangible stockholders’ equity to adjusted tangible assets.”

Neither tangible stockholders’ equity, adjusted tangible stockholders’ equity, tangible assets, adjusted tangible assets, nor the related tangible and adjusted tangible capital measures should be considered in isolation or as a substitute for stockholders’ equity or any other capital measure prepared in accordance with GAAP. Moreover, the manner in which we calculate these non-GAAP capital measures may differ from that of other companies reporting measures of capital with similar names.

Reconciliations of our stockholders’ equity, tangible stockholders’ equity, and adjusted tangible stockholders’ equity; our total assets, tangible assets, and adjusted tangible assets; and the related capital measures at March 31, 2010 and December 31, 2009 follow:

 

(in thousands)    March 31,
2010
    December 31,
2009
 

Total Stockholders’ Equity

   $ 5,413,461      $ 5,366,902   

Less: Goodwill

     (2,436,401     (2,436,401

Core deposit intangibles

     (101,108     (105,764
                

Tangible stockholders’ equity

   $ 2,875,952      $ 2,824,737   

Total Assets

   $ 42,430,737      $ 42,153,869   

Less: Goodwill

     (2,436,401     (2,436,401

Core deposit intangibles

     (101,108     (105,764
                

Tangible assets

   $ 39,893,228      $ 39,611,704   

Total stockholders’ equity to total assets

     12.76     12.73

Tangible stockholders’ equity to tangible assets

     7.21     7.13

Tangible Stockholders’ Equity

   $ 2,875,952      $ 2,824,737   

Add back: Accumulated other comprehensive loss, net of tax

     53,852        49,903   
                

Adjusted tangible stockholders’ equity

   $ 2,929,804      $ 2,874,640   

Tangible Assets

   $ 39,893,228      $ 39,611,704   

Add back: Accumulated other comprehensive loss, net of tax

     53,852        49,903   
                

Adjusted tangible assets

   $ 39,947,080      $ 39,661,607   
                

Adjusted stockholders’ equity to adjusted tangible assets

     7.33     7.25

 

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Critical Accounting Policies

We consider certain accounting policies to be critically important to the portrayal of our financial condition and results of operations, since they require management to make complex or subjective judgments, some of which may relate to matters that are inherently uncertain. The inherent sensitivity of our consolidated financial statements to these critical accounting policies, and the judgments, estimates, and assumptions used therein, could have a material impact on our financial condition or results of operations.

We have identified the following to be critical accounting policies: the determination of the allowance for loan losses; the determination of whether an impairment of securities is other than temporary; the determination of the amount, if any, of goodwill impairment; and the valuation allowance for deferred tax assets.

The judgments used by management in applying these critical accounting policies may be influenced by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. In addition, the current economic environment has increased the degree of uncertainty inherent in our judgments, estimates, and assumptions.

Allowance for Loan Losses

The allowance for loan losses is increased by provisions for loan losses that are charged against earnings, and is reduced by net charge-offs and/or reversals, if any, that are credited to earnings. Loans are held by either the Community Bank or the Commercial Bank, and a separate loan loss allowance is established for each. In addition, except as otherwise noted below, the process for establishing the allowance for loan losses is the same for each of the Community Bank and the Commercial Bank. In determining the respective allowances for loan losses, management considers the Community Bank’s and the Commercial Bank’s current business strategies and credit processes, including compliance with conservative guidelines established by the respective Boards of Directors with regard to credit limitations, loan approvals, underwriting criteria, and loan workout procedures.

The allowances for loan losses are established based on our evaluation of the probable inherent losses in our portfolio in accordance with GAAP. The allowances for loan losses are comprised of both specific valuation allowances and general valuation allowances which are determined in accordance with Financial Accounting Standards Board (“FASB”) accounting standards.

Specific valuation allowances are established based on our analyses of individual loans that are considered impaired. If a loan is deemed to be impaired, management measures the extent of the impairment and establishes a specific valuation allowance for that amount. A loan is classified as “impaired” when, based on current information and events, it is probable that we will be unable to collect both the principal and interest due under the contractual terms of the loan agreement. We apply this classification as necessary to loans individually evaluated for impairment in our portfolios of multi-family; commercial real estate; acquisition, development, and construction; and commercial and industrial loans. Smaller balance homogenous loans and loans carried at the lower of cost or fair value are evaluated for impairment on a collective rather than an individual basis. We generally measure impairment on an individual loan and the extent to which a specific valuation allowance is necessary by comparing the loan’s outstanding balance to either the fair value of the collateral, less the estimated cost to sell; or the present value of expected cash flows, discounted at the loan’s effective interest rate. A specific valuation allowance is established when the fair value of the collateral, net of estimated costs, or the present value of the expected cash flows, is less than the recorded investment in the loan.

We also follow a process to assign general valuation allowances to loan categories. General valuation allowances are established by applying our loan loss provisioning methodology, and reflect the inherent risk in loans outstanding. Our loan loss provisioning methodology considers various factors in determining the appropriate quantified risk factors to use to determine the general valuation allowances. The factors assessed begin with the historical loan loss experience for each of the major loan categories we maintain. Our historical loan loss experience is then adjusted by considering qualitative or environmental factors that are likely to cause estimated credit losses associated with the existing portfolio to differ from historical loss experience, including, but not limited to, the following:

 

   

Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices;

 

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Changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments;

 

   

Changes in the nature and volume of the portfolio and in the terms of loans;

 

   

Changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans;

 

   

Changes in the quality of our loan review system;

 

   

Changes in the value of the underlying collateral for collateral-dependent loans;

 

   

The existence and effect of any concentrations of credit, and changes in the level of such concentrations;

 

   

Changes in the experience, ability, and depth of lending management and other relevant staff; and

 

   

The effect of other external factors, such as competition and legal and regulatory requirements, on the level of estimated credit losses in the existing portfolio.

By considering the factors discussed above, we determine quantified risk factors that are applied to each non-impaired loan or loan type in the loan portfolio to determine the general valuation allowances.

In recognition of recent macroeconomic and real estate market conditions, the time periods considered for historical loss experience are the last three years and the current period. We also evaluate the sufficiency of the overall allocations used for the loan loss allowance by considering the loss experience in the current calendar year.

The process of establishing the loan loss allowances also involves:

 

   

Periodic inspections of the loan collateral by qualified in-house property appraisers/inspectors, as applicable;

 

   

Regular meetings of executive management with the pertinent Board committee, during which observable trends in the local economy and/or the real estate market are discussed;

 

   

Assessment by the pertinent Board of Directors of the aforementioned factors when making a business judgment regarding the impact of anticipated changes on the future level of loan losses; and

 

   

Analysis of the portfolio in the aggregate, as well as on an individual loan basis, taking into consideration payment history, underwriting analyses, and internal risk ratings.

In establishing the loan loss allowances, management also considers the Banks’ current business strategies and credit processes, including compliance with guidelines established by the respective Boards of Directors.

In order to determine their overall adequacy, each of the respective loan loss allowances is reviewed quarterly by management and by the Mortgage and Real Estate Committee of the Community Bank’s Board of Directors or the Credit Committee of the Board of Directors of the Commercial Bank, as applicable.

We charge off loans, or portions of loans, in the period that such loans, or portions thereof, are deemed uncollectible. The collectability of individual loans is determined through an estimate of the fair value of the underlying collateral and/or an assessment of the financial condition and repayment capacity of the borrower.

The level of future additions to the respective loan loss allowances is based on many factors, including certain factors that are beyond management’s control, such as changes in economic and local market conditions, including declines in real estate values, and increases in vacancy rates and unemployment. Management uses the best available information to recognize losses on loans or to make additions to the loan loss allowances; however, the Community Bank and/or the Commercial Bank may be required to take certain charge-offs and/or recognize further additions to their loan loss allowances, based on the judgment of regulatory agencies with regard to information provided to them during their examinations of the Banks.

 

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Investment Securities

The securities portfolio primarily consists of mortgage-related securities and, to a lesser extent, debt and equity (“other”) securities. Securities that are classified as “available for sale” are carried at their estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. Securities that we have the intent and ability to hold to maturity are classified as “held to maturity” and carried at amortized cost, less the non-credit portion of OTTI recorded in AOCL.

The fair values of our securities—and particularly our fixed-rate securities—are affected by changes in market interest rates and credit spreads. In general, as interest rates rise and/or credit spreads widen, the fair value of fixed-rate securities will decline; as interest rates fall and/or credit spreads tighten, the fair value of fixed-rate securities will increase. We regularly conduct a review and evaluation of the securities portfolio to determine if the decline in the fair value of any security below its carrying amount is other than temporary. If we deem any decline in value to be other than temporary, the security is written down to its current fair value, creating a new cost basis, and the resultant loss (other than OTTI on debt securities attributable to non-credit factors) is charged against earnings and recorded in non-interest income. Our assessment of a decline in fair value includes judgment as to the financial positions and future prospects of the entity that issued the investment security, as well as a review of the security’s underlying collateral. Broad changes in the overall market or interest rate environment generally will not lead to a write-down.

Prior to April 1, 2009, when the decline in fair value below an investment’s carrying amount was deemed to be other than temporary, the investment was written down to fair value and the amount of the write-down was charged to earnings. A decline in fair value of an investment was deemed to be other than temporary if we did not have the intent and ability to hold the investment to its anticipated recovery. Effective April 1, 2009, with the adoption of revised OTTI accounting guidance, unless we have the intent to sell, or it is more likely than not that we may be required to sell a security, an OTTI is recognized as a realized loss on the income statement to the extent that the decline in fair value is credit-related. If there is a decline in fair value of a security below its carrying amount and we have the intent to sell it, or it is more likely than not that we may be required to sell the security, the entire amount of the decline in fair value will be charged to earnings.

At March 31, 2010, we had net unrealized gains on available-for-sale securities of $3.2 million and net unrealized gains on held-to-maturity securities of $65.5 million.

Goodwill Impairment

Goodwill is presumed to have an indefinite useful life and is tested for impairment, rather than amortized, at the reporting unit level, at least once a year. The goodwill impairment analysis is a two-step test. The first step (“Step 1”) is used to identify potential impairment, and involves comparing each reporting unit’s estimated fair value to its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill is considered not to be impaired. If the carrying amount exceeds the estimated fair value, there is an indication of potential impairment and the second step (“Step 2”) is performed to measure the amount.

Step 2 involves calculating an implied fair value of goodwill for each reporting unit for which impairment was indicated in Step 1. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, i.e., by measuring the excess of the estimated fair value of the reporting unit, as determined in Step 1, over the aggregate estimated fair values of the individual assets, liabilities, and identifiable intangibles, as if the reporting unit was being acquired in a business combination at the impairment test date. If the implied fair value of goodwill exceeds the carrying amount of goodwill assigned to the reporting unit, there is no impairment. If the carrying amount of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying amount of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.

 

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Quoted market prices in active markets are the best evidence of fair value and are used as the basis for measurement, when available. Other acceptable valuation methods include present-value measurements based on multiples of earnings or revenues, or similar performance measures. Differences in the identification of reporting units and in valuation techniques could result in materially different evaluations of impairment.

For the purpose of goodwill impairment testing, management has determined that the Company has one reporting unit. We performed our annual goodwill impairment test as of January 1, 2010 and found no indication of goodwill impairment.

Income Taxes

In estimating income taxes, management assesses the relative merits and risks of the tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of our tax position. In this process, management also relies on tax opinions, recent audits, and historical experience. Although we use the best available information to record income taxes, underlying estimates and assumptions can change over time as a result of unanticipated events or circumstances such as changes in tax laws and judicial guidance influencing our overall or transaction-specific tax position.

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and the carryforward of certain tax attributes such as net operating losses. A valuation allowance is maintained for deferred tax assets that we estimate are more likely than not to be unrealizable, based on available evidence at the time the estimate is made. In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of tax planning strategies and the realizability of tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory tax rates, and future taxable income levels. In the event that we were to determine that we would not be able to realize all or a portion of our net deferred tax assets in the future, we would reduce such amounts through a charge to income tax expense in the period in which that determination was made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through a decrease in income tax expense in the period in which that determination was made. Subsequently recognized tax benefits associated with valuation allowances recorded in a business combination would be recorded as an adjustment to goodwill.

In July 2009, new tax laws were enacted that were effective for the determination of our New York City income tax liability for calendar year 2009. In general, these laws conformed the New York City tax rules to those of New York State. Included in these new tax laws is a provision which requires the inclusion of income earned by a subsidiary taxed as a real estate investment trust (“REIT”) for federal tax purposes, regardless of the location in which the REIT subsidiary conducts its business or the timing of its distribution of earnings. As a result of certain earlier business combinations, we currently have six REIT subsidiaries. The inclusion of such income is phased in with full inclusion of income starting in 2011. Absent any change in the manner in which we conduct our business, the new tax law is expected to add approximately $1.3 million to our 2010 income tax expense, with a larger increase starting in 2011.

 

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Recent Events

Registration Statement on SEC Form S-3

On April 15, 2010, we filed a Registration Statement on Form S-3 with the SEC to register 20.0 million shares of our common stock, par value $0.01. The shares are to be offered for sale, from time to time, in accordance with the terms and conditions set forth in our 2010 Dividend Reinvestment and Stock Purchase Plan (“DRP”).

Dividend Payment

On April 20, 2010, the Board of Directors declared a quarterly cash dividend of $0.25 per share, payable on May 18, 2010 to shareholders of record at the close of business on May 5, 2010.

The Economic Environment

Although unemployment rates rose year-over-year in the five states that constitute our footprint, two of those states—New York and New Jersey—experienced modest three-month declines. The respective unemployment rates in those states were 8.9% and 10.0% in December and declined to 8.6% and 9.8%, respectively, in March. In Ohio, Florida, and Arizona, unemployment rose from 10.8%, 11.7%, and 9.2% in December to 11.0%, 12.3%, and 9.6%, respectively, in March. While the national unemployment rate fell from 10.0% to 9.7% on a linked-quarter basis, unemployment remains at a level not seen since 1983. In fact, both the number of unemployed persons and the unemployment rate have nearly doubled since the recession began in December 2007.

In New York City, where the vast majority of the properties securing our loans are located, unemployment dropped from 10.5% in December to 10.0% in March 2010. In Manhattan, where 68.5% of the properties securing our multi-family and commercial real estate loan portfolios are located, the office vacancy rate improved to 12.7% from 13.1% over the course of the quarter, but remained 80 basis points higher than the comparable rate in March 2009.

Through February 2010, home prices fell 4.1% year-over-year in the New York Metropolitan region, 4.4% in greater Miami, and 1.6% in greater Phoenix, but rose 3.2% in greater Cleveland and 0.6% nationally.

Against this backdrop, and despite recording a $20.0 million loan loss provision in the quarter, we increased our earnings and our capital in the three months ended March 31, 2010.

Executive Summary

Our first quarter 2010 performance confirmed the highly accretive nature of our AmTrust Bank (“AmTrust”) acquisition in early December, as our earnings rose $35.5 million, or 40.0%, year-over-year to $124.1 million and our diluted earnings per share rose $0.03, or 11.5%, to $0.29 per share.

Reflecting the benefit of three months' combined operations with AmTrust:

 

   

Our net interest income rose from $206.9 million to $294.6 million year-over-year, a 42.4% increase;

 

   

Our net interest margin grew from 2.89% to 3.41% year-over-year, a 52-basis point increase; and

 

   

Our non-interest income rose from $22.2 million to $55.0 million, a year-over-year increase of 148.2%.

Margin Expansion and Net Interest Income Growth

Interest-earning assets rose $6.0 billion year-over-year to $34.3 billion, exceeding the impact of a four-basis point drop in the average yield to 5.62%. In addition to the organic and acquisition-driven growth of our interest-earning assets, the growth of our net interest income and net interest margin reflect the maintenance of the federal funds rate at an historically low level, and the acquisition-driven enhancement of our funding mix. Reflecting the AmTrust deposits assumed, and organic growth in the current first quarter, the average balance of interest-bearing deposits rose $8.5 billion to $21.2 billion year-over-year. During this time, the average cost of such funds declined to 1.14%, a 93-basis point reduction. The average balance of borrowed funds declined $132.5 million year-over-year, to $13.9 billion, exceeding the impact of a two-basis point rise in the average cost of such funds to 3.73%.

 

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Non-Interest Income Growth

The growth of our non-interest income was almost entirely due to the AmTrust acquisition. In addition to a $4.7 million increase in fee income to $14.0 million, we recorded mortgage banking income of $27.5 million in the first quarter of 2010. The mortgage banking income recorded in the current first quarter includes fees and net gains generated by AmTrust's mortgage banking operation through the aggregation and sale of agency-conforming one- to four-family loans to Fannie Mae and Freddie Mac.

Asset Quality

The benefit of the revenue growth we achieved in the current first quarter was tempered by a $20.0 million provision for loan losses, exceeding the year-earlier first quarter provision by $14.0 million. Among other factors, discussed in greater detail later in this report, the year-over-year increase in the provision reflects our assessment of the impact of the adverse credit cycle on the quality of our assets, including our net charge-offs, our non-performing loans, and the volume of loans 30 to 89 days past due. Although our ratio of non-performing loans to total loans rose from 2.04% to 2.61% over the course of the quarter, net charge-offs represented 0.04% of average loans in both the first quarter of 2010 and the fourth quarter of 2009. In addition, loans 30 to 89 days past due declined $55.1 million on a linked-quarter basis to $217.9 million at March 31, 2010.

Reflecting the first quarter loan loss provision, and first quarter net charge-offs of $10.0 million, the allowance for loan losses rose $10.0 million from the year-end 2009 balance to $137.4 million at March 31, 2010. This balance exceeded our first quarter net charge-offs by $127.4 million and was equivalent to 18.71% of non-performing loans and 0.49% of total loans at quarter-end.

We believe that the modest level of net charge-offs we’ve recorded since the start of the adverse credit cycle is attributable to our primary lending niche (i.e., rental apartment buildings in New York City that feature below-market rents), our conservative underwriting standards, and our ability to resolve our troubled loans.

Operating Efficiency

The significant revenue growth we achieved in the current first quarter was somewhat offset by a $47.1 million increase in non-interest expense. In addition to a $6.3 million, or 102.7%, rise in FDIC deposit insurance premiums, the increase in non-interest expense reflects the AmTrust-related expansion of our branch network as well as our branch and back office staffs. Despite an increase in operating expenses reflecting our expansion, our efficiency ratio was 36.85% in the current first quarter, comparable to 36.63% in the first quarter of 2009.

An Opportunistic Bolt-On Acquisition

Another first quarter highlight was our acquisition of certain assets and our assumption of certain liabilities of Desert Hills Bank (“Desert Hills”) in an FDIC-assisted transaction on March 26, 2010. The Desert Hills acquisition provided us with assets of approximately $450 million, deposits of approximately $400 million, and six branches in Arizona, bringing our franchise in the state from 12 branches to 18 at that date.

Included in the assets acquired were loans and other real estate owned (“OREO”) of $244.1 million, which are covered by loss sharing agreements with the FDIC. Although the FDIC has been reducing its share of losses in its more recent transactions, the loss sharing agreements we have with the FDIC regarding Desert Hills’ assets call for 80% reimbursement of losses up to $101.4 million and 95% of losses beyond that amount.

Deposit Growth

In the first quarter of 2010, we continued to enhance our funding model by placing a greater emphasis on retail deposit growth. In addition to the deposits assumed in the Desert Hills acquisition, we grew our deposits organically throughout our branch network, including in our new markets of Ohio, Florida, and Arizona. As a result, deposits totaled $22.7 billion at the end of the quarter, and represented 53.6% of total assets, as compared to $22.3 billion, or 52.9% of total assets, at December 31st.

 

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Multi-Family Loan Production

Multi-family loan originations totaled $442.8 million in the first quarter, and the portfolio grew $39.4 million to $16.8 billion at March 31, 2010. The modest volume of loans produced is attributable to real estate market conditions and continued economic weakness in the markets where we lend. Owners of multi-family and commercial real estate properties have generally refrained from refinancing and from expanding their real estate holdings, based on their expectation that real estate values have not yet fully declined. The liquidity provided by our recent acquisitions and organic deposit growth has positioned us to produce more loans in the future, when market conditions stabilize.

Tangible Capital Strength

At a time when the federal government is engaged in overhauling the regulation of financial institutions, the ability to maintain strong capital measures is an essential trait. In the first quarter of 2010, we increased our stockholders’ equity to $5.4 billion, representing 12.76% of total assets, and increased our tangible stockholders’ equity to $2.9 billion, representing 7.21% of tangible assets. In addition to the contribution of our first quarter 2010 earnings, the linked-quarter increase reflects our issuance of 1.8 million shares with a value of $28.9 million through the direct stock purchase feature of our DRP. (Please see the reconciliations of our stockholders’ equity and tangible stockholders’ equity, our total assets and tangible assets, and the related capital measures earlier in this report.)

The strength of our capital position is also reflected in our regulatory capital measures. At March 31, 2010, the Community Bank had a Tier 1 leverage capital ratio of 8.29% and the Commercial Bank had a Tier 1 leverage capital ratio of 11.87%, exceeding the current requirements for “well capitalized” classification by 329 and 687 basis points, respectively.

Summary of Financial Condition at March 31, 2010

Assets totaled $42.4 billion at the end of March, comparable to the December 31, 2009 balance of $42.2 billion.

Loans

At March 31, 2010, loans, net represented $28.8 billion, or 67.9%, of total assets, as compared to $28.3 billion, or 67.1% of total assets, at December 31, 2009. Included in the March 31, 2010 amount were $4.8 billion of loans acquired in the AmTrust and Desert Hills acquisitions, all of which are subject to (i.e., covered by) our loss sharing agreements with the FDIC. These loans are referred to as “covered loans” on our Consolidated Statements of Condition. The remainder of the loan portfolio consists of non-covered loans that we ourselves originated or, in some cases, were acquired in our merger transactions prior to 2009.

Originations totaled $2.1 billion in the first quarter of 2010, representing a $1.4 billion increase from the year-earlier amount. Included in the first quarter 2010 amount were loans originated for portfolio of $747.3 million, as compared to $648.4 million in the year-earlier quarter, and originations of one- to four-family loans held for sale of $1.3 billion, versus $17.7 million in the first quarter of 2009. Prior to the AmTrust acquisition in December 2009, we originated one- to four-family loans through our branches on a pass-through basis and sold the loans to a third-party conduit shortly after they closed. In the AmTrust transaction, we acquired a mortgage banking operation that aggregates agency-conforming one- to four-family loans on a nationwide platform for sale to Fannie Mae and Freddie Mac. The bulk of the year-over-year increase in one- to four-family loan originations is attributable to the loans aggregated by the mortgage banking group.

Covered Loans

At March 31, 2010, covered loans totaled $4.8 billion, and consisted of one- to four-family loans of $4.3 billion and other loans of $490.1 million. Covered one- to four-family loans include both fixed and adjustable rate loans that were made to subprime, Alt-A, and prime borrowers. Covered other loans consist of commercial real estate (“CRE”) loans; acquisition, development, and construction (“ADC”) loans; multi-family loans; commercial and industrial (“C&I”) loans; home equity lines of credit (“HELOCs”) and consumer loans.

 

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We also had covered OREO of $44.6 million at the close of the current first quarter, which was acquired in the Desert Hills transaction on March 26, 2010. Covered loans and covered OREO are collectively referred to as “covered assets” in this report.

The AmTrust loss sharing agreements require the FDIC to reimburse us for 80% of losses up to $907.0 million and for 95% of losses beyond that amount with respect to the covered loans we acquired. The Desert Hills loss sharing agreements require the FDIC to reimburse us for 80% of losses up to $101.4 million, and for 95% of losses beyond that amount with respect to the covered assets we acquired.

Non-Covered Loans

Multi-Family Loans

Multi-family loans are our principal asset, and non-luxury residential apartment buildings with below-market rents in the New York Metropolitan region constitute our primary lending niche. Consistent with our emphasis on multi-family lending, multi-family loan originations represented 59.3% of the loans we produced for portfolio in the current first quarter and 69.4% of non-covered loans outstanding at March 31, 2010. Reflecting first quarter originations of $442.8 million, multi-family loans rose $39.4 million from the December 31, 2009 balance to $16.8 billion at March 31, 2010. The average multi-family loan had a principal balance of $4.0 million at the end of the first quarter and the portfolio had an average loan-to-value (“LTV”) ratio at origination of 60.9%.

During 2009 and continuing into 2010, loan production was largely constrained by the decline in real estate values and by continued economic uncertainty. We would expect to see a return to more normal loan production levels when the market becomes more stable and when an increase in market interest rates appears likely to occur.

Our multi-family loans are typically made to long-term owners of buildings with apartments that are subject to certain rent-control and rent-stabilization laws. Our borrowers typically use the funds we provide to make improvements to certain apartments, as a result of which they are able to increase the rents their tenants pay. In doing so, the borrower creates more cash flows that he or she may borrow against in future years. To a lesser extent, we make loans to building owners seeking to expand their real estate holdings with the purchase of additional properties.

In addition to underwriting our multi-family loans on the basis of the buildings’ income and condition, we consider the borrowers’ credit history, profitability, and building management expertise. Borrowers are required to present evidence of their ability to repay the loan from the building’s current rent rolls, their financial statements, and related documents.

Our multi-family loans typically feature a term of ten years, with a fixed rate of interest for the first five years of the loan, and an alternative rate of interest in years six through ten. The rate charged in the first five years is generally based on intermediate-term interest rates plus a spread. During years six through ten, the loan resets to an annually adjustable rate that is tied to the prime rate of interest, as reported in The New York Times, plus a spread. Alternatively, the borrower may opt for a fixed rate that, until January 2009, was tied to the five-year Constant Maturity Treasury rate (the “five-year CMT”). For loans originated since that date, the fixed rate in years six through ten has been tied to the fixed advance rate of the Federal Home Loan Bank of New York (the “FHLB-NY”), plus a spread. The fixed-rate option also requires the payment of an amount equal to one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial five-year term.

As the rent roll increases, the typical property owner seeks to refinance the mortgage, and generally does so before the loan reprices in year six. While this cycle had repeated itself over the course of many decades, regardless of market interest rates and conditions, refinancing activity has been increasingly constrained by the uncertainty in the real estate market over the past two years, and is likely to remain constrained while such uncertainty remains. Accordingly, the expected weighted average life of the multi-family loan portfolio was 4.2 years at the close of the current first quarter, as compared to 3.7 years at March 31, 2009.

 

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Multi-family loans that refinance within the first five years are typically subject to an established prepayment penalty schedule. Depending on the remaining term of the loan at the time of prepayment, the penalties normally range from five percentage points to one percentage point of the then-current loan balance. If a loan extends past the fifth year and the borrower selects the fixed rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten.

Prepayment penalties are recorded as interest income and are therefore reflected in the average yields on our loans and assets, our interest rate spread and net interest margin, and the level of net interest income we record.

Our success in our primary lending niche partly reflects the solid relationships we have developed with the market’s leading mortgage brokers, who are familiar with our lending practices, our underwriting standards, and our long-standing practice of basing our loans on the cash flows produced by the properties. Because the multi-family market is largely broker-driven, the process of producing such loans is significantly expedited, with loans taking four to six weeks to process, and the related expenses being substantially reduced.

Our emphasis on multi-family loans is driven by several factors, including their structure, which reduces our exposure to interest rate volatility to some degree. Another factor driving our focus on multi-family lending has been the comparative quality of the loans in our specific niche. Notwithstanding an increase in non-performing multi-family loans in the current credit cycle, the amount of charged-off multi-family loans has, to date, been limited and has largely consisted of out-of-market non-niche loans. We attribute the difference between the amount of non-performing loans we record and the actual losses we take to our underwriting standards and the generally conservative LTV ratios on the multi-family loans we produce.

We primarily underwrite our multi-family loans based on the current cash flows produced by the building, with a reliance on the “income” approach to appraising the properties, rather than the “sales” approach. The sales approach is subject to fluctuations in the real estate market, as well as general economic conditions, and is therefore liable to be more risky in the event of a downward credit cycle. We also consider a variety of other factors, including the physical condition of the underlying property; the net operating income of the mortgaged premises prior to debt service and depreciation; the debt service coverage ratio, which is the ratio of the property’s net operating income to its debt service; and the ratio of the loan amount to the appraised value of the property. The multi-family loans we are originating today generally represent no more than 75% of the lower of the appraised value or the sales price of the underlying property, and typically feature an amortization period of up to 30 years. In addition to requiring a minimum debt service coverage ratio of 120% on multi-family buildings, we obtain a security interest in the personal property located on the premises, and an assignment of rents and leases.

Accordingly, while our multi-family lending niche has not been immune to the downturn of the credit cycle, we continue to believe that the multi-family loans we produce involve less credit risk than certain other types of loans. In general, buildings that are subject to rent regulation have tended to be stable, with occupancy levels remaining more or less constant over time. Because the rents are typically below market and the buildings securing our loans are generally maintained in good condition, we believe that they are reasonably likely to retain their tenants in adverse economic times.

Commercial Real Estate (“CRE”) Loans

CRE loans represented $131.3 million, or 17.6%, of loans produced for portfolio in the current first quarter, as compared to $135.3 million, or 20.3%, of the loans produced for portfolio in the year-earlier three months. In addition, CRE loans accounted for $5.1 billion, or 21.0%, of non-covered loans at the end of the quarter, and were up $78.1 million from the balance recorded at December 31, 2009. At March 31, 2010 the average CRE loan had a principal balance of $2.8 million and the portfolio had an average LTV ratio at origination of 53.9%.

The CRE loans we originate are secured by income-producing properties such as office buildings, retail centers, mixed-use buildings, and multi-tenanted light industrial properties, primarily in the Metropolitan New York region.

The pricing of our CRE loans is structured along the same lines as our multi-family credits, i.e., with a fixed rate of interest for the first five years of the loan that is generally based on intermediate-term interest rates plus a spread. During years six through ten, the loan resets to an annually adjustable rate that is tied to the prime rate of

 

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interest, as reported in The New York Times, plus a spread. Alternatively, the borrower may opt for a fixed rate that, until January 2009, was tied to the five-year CMT. For loans originated since that date, the fixed rate in years six through ten has been tied to the fixed advance rate of the FHLB-NY plus a spread. The fixed-rate option also requires the payment of an amount equal to one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial five-year term.

Prepayment penalties also apply, with five percentage points of the then-current balance generally being charged on loans that refinance in the first year, scaling down to one percentage point of the then-current balance on loans that refinance in year five. Our CRE loans tend to refinance within five years of origination. Accordingly, the expected weighted average life of the portfolio was 4.0 years at March 31, 2010. If a loan remains outstanding in the sixth year, and the borrower selects the fixed-rate option, a schedule of prepayment penalties ranging from five points to one point begins again in year six.

The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and debt service coverage ratio. The approval of a loan also depends on the borrower’s credit history, profitability, and expertise in property management, and generally requires a minimum debt service coverage ratio of 130% and a maximum LTV ratio of 65%. In addition, the origination of CRE loans typically requires a security interest in the personal property of the borrower and/or an assignment of the rents and/or leases.

Acquisition, Development, and Construction (“ADC”) Loans

The growth of our loan portfolio has been driven by multi-family and CRE lending and tempered by a reduction in ADC loans. In the interest of reducing our exposure to credit risk at a time when real estate values started declining, we began to limit our production of ADC loans in the second half of 2007, primarily to advances that were committed prior to the onset of the credit cycle turn. As a result, ADC loans represented $648.1 million, or 2.7%, of total non-covered loans at March 31, 2010, representing a 2.8% reduction from $666.4 million at December 31, 2009. Originations rose a modest $8.1 million from the year-earlier volume to $29.8 million in the first quarter of 2010.

At March 31st, 90.5% of our ADC loans were secured by properties in the New York Metropolitan region. In addition, 61.2% of our ADC loans were for land acquisition and development, with the remaining 38.8% consisting of loans that were provided for the construction of owner-occupied homes and commercial properties. ADC loans are typically originated for terms of 18 to 24 months, and feature a floating rate of interest tied to prime, and a floor. They also generate origination fees that are recorded as interest income and amortized over the lives of the loans.

Because ADC loans are generally considered to have a higher degree of credit risk, especially during a downturn in the credit cycle, borrowers are required to provide a personal guarantee of repayment and completion during construction. The risk of loss on an ADC loan is largely dependent upon the accuracy of the initial appraisal of the property’s value upon completion of construction; the estimated cost of construction, including interest; and the estimated time to complete and/or sell or lease such property. If the appraised value proves to be inaccurate, the cost of completion is greater than expected, or the length of time to complete and/or sell or lease the collateral property is greater than anticipated, the property could have a value upon completion that is insufficient to assure full repayment of the loan. At March 31, 2010, 17.0% of the loans in our ADC loan portfolio were non-performing, an indication of the downturn in the real estate market and the length of time it is taking certain borrowers to sell or lease the properties underlying their loans in an adverse credit cycle.

When applicable, as a condition to closing a construction loan, it is our practice to require that residential properties be pre-sold or that borrowers secure permanent financing commitments from a recognized lender for an amount equal to, or greater than, the amount of our loan. In some cases, we ourselves may provide permanent financing. We typically require pre-leasing for loans on commercial properties.

 

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One- to Four-Family Loans

Although we offer one- to four-family loans, it has long been our policy to produce such loans on a pass-through basis only, and to sell the loans we originate to a third-party conduit shortly after they close. Reflecting this practice, as well as repayments of seasoned loans that were produced before the adoption of this policy, or that were acquired in our pre-AmTrust and Desert Hills transactions, non-covered one- to four-family loans declined $15.1 million from the December 31, 2009 balance to $200.9 million and represented less than 1% of total non-covered loans at March 31, 2010.

In connection with our conduit practice, we participate in a private-label program with a nationally recognized third-party mortgage originator (the “conduit”), based on defined underwriting criteria. The loans are marketed through our branches, including the branches acquired in the AmTrust and Desert Hills acquisitions, as well as on our web sites. The loans that we originate through the conduit program generate fees that are recorded as “other non-interest income” in our Consolidated Statements of Income and Comprehensive Income.

In addition to ensuring that our customers are provided with an extensive range of one- to four-family products, the conduit arrangement supports two of our primary objectives: managing our exposure to interest rate risk and maintaining our efficiency.

With the addition of AmTrust’s mortgage banking operation, we now originate a greater quantity of one- to four-family loans than we did before the acquisition, specifically consisting of agency-conforming loans for sale to Fannie Mae and Freddie Mac. The loans originated through the mortgage banking unit are made to borrowers on a nationwide platform, and are reflected on the Consolidated Statement of Condition, together with the loans originated through our conduit program, as “loans held for sale.”

Other Loans

Our portfolio of other loans declined by $41.0 million over the course of the first quarter to $730.6 million at March 31, 2010. C&I loans accounted for the bulk of the other loan balance, at $623.6 million, and were down $29.6 million from the balance at December 31, 2009. In the first three months of 2010, C&I loan originations totaled $141.3 million, as compared to $167.9 million in the first three months of 2009.

C&I loans are tailored to meet the specific needs of our borrowers, and include term loans, demand loans, revolving lines of credit, letters of credit, and loans that are partly guaranteed by the Small Business Administration. A broad range of C&I loans, both collateralized and unsecured, are made available to businesses for working capital (including inventory and accounts receivable), business expansion, the purchase of machinery and equipment, and other general corporate needs. In determining the tenor and structure of a C&I loan, several factors are considered, including its purpose, the collateral, and the anticipated sources of repayment. C&I loans are typically secured by business assets and personal guarantees of the borrower, and include financial covenants to monitor the borrower’s financial stability.

The interest rates on C&I loans can be fixed or floating, with floating rate loans being tied to prime or some other market index, plus an applicable spread. Depending on the profitability of our relationship with the borrower, our floating rate loans may or may not feature a floor rate of interest.

A benefit of C&I lending is the opportunity to establish full-scale banking relationships with our C&I customers. As a result, many of our borrowers provide us with deposits, and many take advantage of our cash management, investment, and trade finance services.

The remainder of the portfolio of other loans consists primarily of home equity loans and lines of credit, as well as a variety of consumer loans, most of which were originated by our pre-2009 merger partners prior to their joining the Company. We currently do not offer home equity loans or lines of credit.

 

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Mortgage Banking

With the AmTrust acquisition, we acquired a mortgage banking operation that aggregates agency-conforming one- to four-family loans on a nationwide platform for sale to Fannie Mae and Freddie Mac. In connection with this mortgage banking operation, we have certain interest rate lock commitments to fund loans and other derivative financial instruments that obligate us to sell loans at specific dates in the future at specified prices. These commitments are considered derivatives, and are carried at fair value.

Most forward commitments to sell are entered into with primary dealers. Entering into commitments to sell loans can pose a risk if we are not able to deliver the loans on the appropriate delivery date. If we are unable to meet our obligation, we may be required to pay a fee to the counterparty.

We may retain the servicing on loans that we sell, in which case we would recognize a mortgage servicing right (“MSR”) asset. We estimate prepayment rates based on current interest rate levels, other economic conditions, and market forecasts, as well as relevant characteristics of the servicing portfolio. Generally, when market interest rates decline, prepayments increase as customers refinance their existing mortgages under more favorable interest rate terms. When a mortgage prepays, or when loans are expected to prepay earlier than originally expected, the anticipated cash flows associated with servicing these loans are terminated or reduced, resulting in a reduction to the fair value of the capitalized MSRs and a reduction in earnings. MSRs are recorded at fair value, with changes in fair value recorded as a component of non-interest income in each period.

The one- to four-family loans originated for sale by AmTrust’s mortgage banking group are underwritten to Fannie Mae and Freddie Mac standards. At the time of sale, certain representations and warranties with regard to the underwriting and documentation of these loans are made. We may be required to repurchase the loans from Fannie Mae and Freddie Mac if it is found that a breach of the representations and warranties was made at the time of sale. Policies and procedures are in place to guide the underwriting and documentation of the one- to four-family loans originated for sale to Fannie Mae and Freddie Mac in order to materially reduce our exposure to put-back risk.

Asset Quality

The following discussion refers to our non-covered loans and non-covered OREO only, as the covered assets we acquired in the AmTrust and Desert Hills acquisitions are subject to loss sharing agreements with the FDIC.

At $10.0 million, net charge-offs represented 0.04% of average loans in the current first quarter, as compared to $9.2 million, representing 0.04% of average loans, in the trailing quarter and to $5.1 million, or 0.02% of average loans, in the first quarter of 2009. Multi-family loans accounted for $6.1 million of first quarter 2010 net charge-offs, with ADC loans, C&I loans, and other loans accounting for $1.5 million, $2.3 million, and $195,000, respectively. We had no CRE charge-offs during this time.

Non-performing loans rose to $734.7 million at March 31, 2010 from the year-end 2009 balance of $578.1 million, and represented 2.61% and 2.04% of total loans at the respective dates. The increase in non-performing loans was attributable to a $147.7 million rise in non-accrual mortgage loans to $704.8 million and a $9.0 million rise in non-accrual other loans to $29.9 million. The increase in non-accrual mortgage loans was largely due to an $88.8 million rise in loans secured by multi-family buildings, most of which were located outside our primary lending niche, as described earlier under “Multi-Family Loans.” Although the reasons for this increase vary from credit to credit, such loans do not typically result in significant losses, given the value of the cash flows such buildings generate.

A loan generally is classified as a “non-accrual” loan when it is over 90 days past due. When a loan is placed on non-accrual status, we cease the accrual of interest owed, and previously accrued interest is reversed and charged against interest income. A loan is generally returned to accrual status when the loan is less than 90 days past due and we have reasonable assurance that the loan will be fully collectible.

 

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Non-performing loans are reviewed regularly by management and reported on a monthly basis to the Mortgage Committee, the Credit Committee, and the Boards of Directors of the Banks. When necessary, non-performing loans are written down to their current appraised values, less certain transaction costs. Workout specialists from our Equity Recovery Group actively pursue borrowers who are delinquent in repaying their loans in an effort to collect payment. In addition, outside counsel with experience in foreclosure proceedings are retained to institute such action with regard to such borrowers.

Properties that are acquired through foreclosure are classified as OREO, and are recorded at the lower of the unpaid principal balance or fair value at the date of acquisition, less the estimated cost of selling the property. At March 31, 2010, OREO totaled $16.1 million as compared to $15.2 million at December 31, 2009. The March 31, 2010 balance excludes the covered OREO that was acquired in the Desert Hills transaction on March 26th.

It is our policy to require an appraisal and environmental assessment of properties classified as OREO before foreclosure, and to re-appraise the properties on an as-needed basis until they are sold. We dispose of such properties as quickly and prudently as possible, given current market conditions and the property’s condition.

Reflecting the increases in non-performing loans and OREO, non-performing assets rose $157.6 million from the December 31, 2009 balance to $750.8 million, representing 1.77% of total assets, at March 31, 2010. At December 31, 2009, the comparable ratio was 1.41%. However, loans 30 to 89 days past due declined by $55.1 million from the December 31st total to $217.9 million at March 31st.

To mitigate the potential for credit risk, we underwrite our loans in accordance with prudent credit standards. In the case of multi-family and CRE loans, we look first at the consistency of the cash flows being generated by the property to determine its economic value, and then at the market value of the property that collateralizes the loan. The amount of the loan is then based on the lower of the two values, with the economic value more typically used.

The condition of the collateral property is another critical factor. Multi-family buildings and CRE properties are inspected from rooftop to basement as a prerequisite to approval by management and the Mortgage or Credit Committee, as applicable. A member of the Mortgage or Credit Committee participates in inspections on multi-family loans originated in excess of $4.0 million. Similarly, a member of the Mortgage or Credit Committee participates in inspections on CRE loans in excess of $2.5 million. Furthermore, independent appraisers, whose appraisals are carefully reviewed by our experienced in-house appraisal officers, perform appraisals on collateral properties.

In addition, we work with a select group of mortgage brokers who are familiar with our credit standards and whose track record with our lending officers is typically greater than ten years. In addition, in New York City, where the majority of the buildings securing our multi-family loans are located, the rents that tenants may be charged on certain apartments is restricted under certain rent-control or rent-stabilization laws. As a result, the rents that tenants pay in such apartments are generally lower than current market rents. Buildings with a preponderance of such rent-regulated apartments are less likely to experience vacancies in times of economic adversity.

To further manage our credit risk, our lending policies limit the amount of credit granted to any one borrower, and typically require a minimum debt service coverage ratio of 120% for multi-family loans and 130% for CRE loans. Although we typically will lend up to 75% of the appraised value on multi-family buildings and up to 65% on commercial properties, the current average LTV ratios of such credits, as previously noted, were well below those amounts at March 31, 2010. Exceptions to these LTV limitations are reviewed on a case-by-case basis, requiring the approval of the Mortgage or Credit Committee, as applicable.

The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and debt service coverage ratio. The approval of a loan also depends on the borrower’s credit history, profitability, and expertise in property management; in addition, the origination of CRE loans typically requires an assignment of the rents and/or leases.

 

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The Boards of Directors also take part in the ADC lending process, with all ADC loans requiring the approval of the Mortgage or Credit Committee, as applicable. In addition, a member of the pertinent committee participates in inspections when the loan amount exceeds $2.5 million. ADC loans primarily have been made to well-established builders who have worked with us or our merger partners in the past. We typically lend up to 75% of the estimated as-completed market value of multi-family and residential tract projects; however, in the case of home construction loans to individuals, the limit is 80%. With respect to commercial construction loans, which are not our primary focus, we typically lend up to 65% of the estimated as-completed market value of the property.

Credit risk is also managed through the loan disbursement process. Loan proceeds are disbursed periodically in increments as construction progresses, and as warranted by inspection reports provided to us by our own lending officers and/or consulting engineers.

C&I loans are typically underwritten on the basis of the cash flows produced by the borrower’s business, and are generally collateralized by various business assets, including, but not limited to, inventory, equipment, and accounts receivable. As a result, the capacity of the borrower to repay is substantially dependent on the degree to which the business is successful. Furthermore, the collateral underlying the loan may depreciate over time, may not be conducive to appraisal, and may fluctuate in value, based upon the operating results of the business. Accordingly, personal guarantees are also a normal requirement for C&I loans.

Our loan portfolio has been structured to manage our exposure to both credit and interest rate risk. The vast majority of the loans in our portfolio are intermediate-term credits, with multi-family and CRE loans typically repaying or refinancing within three to five years of origination, and the duration of ADC loans ranging up to 36 months, with 18 to 24 months more the norm. Furthermore, our multi-family loans are largely secured by buildings with rent-regulated apartments that tend to maintain a high level of occupancy, regardless of economic conditions in our marketplace.

The procedures we follow with respect to delinquent loans are generally consistent across all categories, with late charges assessed, and notices mailed to the borrower, at specified dates. We attempt to reach the borrower by telephone to ascertain the reasons for delinquency and the prospects for repayment. When contact is made with a borrower at any time prior to foreclosure or recovery against collateral property, we attempt to obtain full payment, and will consider a repayment schedule to avoid taking such action. Delinquencies are addressed by our Equity Recovery Group and every effort is made to collect rather than initiate foreclosure proceedings.

While we strive to originate loans that will perform fully, the severity of the credit cycle has resulted in an increase in non-performing loans and assets, as well as net charge-offs. In view of the economy and the increase in non-performing assets and net charge-offs, we continued to increase our allowance for loan losses in the first quarter of 2010. Reflecting net charge-offs of $10.0 million and a loan loss provision of $20.0 million, the allowance for loan losses rose $10.0 million, or 7.8%, from the December 31, 2009 balance to $137.4 million at March 31, 2010. The allowance for loan losses represented 0.49% of total loans and 18.71% of non-performing loans at that date.

The manner in which the allowance for loan losses is established, and the assumptions made in that process, are considered critical to our financial condition and results. Such assumptions are based on judgments that are difficult, complex, and subjective regarding various matters of inherent uncertainty. The current economic environment has increased the degree of uncertainty inherent in these judgments. Accordingly, the policies that govern our assessment of the allowance for loan losses are considered “Critical Accounting Policies” and are discussed under that heading earlier in this report.

Based upon all relevant and available information, management believes that the allowance for loan losses at March 31, 2010 was appropriate at that date.

Historically, our level of charge-offs has been relatively low in adverse credit cycles, even when the volume of non-performing loans has increased. This distinction has largely been due to the nature of our primary lending niche (multi-family loans collateralized by non-luxury residential apartment buildings in the New York Metropolitan region that have a preponderance of apartments with below-market rents); and to our conservative underwriting practices that require, among other things, low LTV ratios.

 

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Despite the continuing rise in non-performing multi-family loans, we would not expect to see a comparable increase in losses. This is primarily due to the strength of the underlying collateral for these loans and the collateral structure upon which these loans are based. Low LTV ratios provide a greater likelihood of full recovery and reduce the possibility of incurring a severe loss on a credit. Furthermore, in many cases, low LTV ratios result in our having fewer loans with a potential for the borrower to “walk away” from the property. Although borrowers may default on loan payments, they have a greater incentive to protect their equity in the collateral property and to return the loan to performing status.

Similarly, an increase in CRE loans would not necessarily be expected to result in a corresponding increase in our losses on such credits. At March 31, 2010, CRE loans represented 21.0% of non-covered loans outstanding, a 29-basis point increase from the year-earlier amount. No charge-offs were recorded in the current three-month period, and were a modest $209,000 in the three months ended December 31, 2009. We believe this favorable loan loss experience is due to our historical practice of underwriting CRE loans in accordance with standards similar to those we follow in underwriting our multi-family loans.

We continue to de-emphasize the production of ADC and other loans, as well as one- to four-family loans for portfolio, in order to mitigate credit risk. At March 31, 2010, ADC, other loans, and one- to four-family loans represented 2.2%, 2.5%, and 0.69%, respectively, of loans outstanding, as compared to 2.4%, 2.7%, and 0.76%, respectively, at December 31, 2009. At March 31, 2010, 17.0%, 4.1%, and 7.8% of ADC, other loans, and one- to four-family loans were non-performing, respectively.

In view of these factors, we believe that a significant increase in non-performing loans will not necessarily result in a comparable increase in loan losses and, accordingly, will not necessarily require a significant increase in our loan loss allowance or in the provision for loan losses recorded in any given period. As indicated, while non-performing loans represented 2.61% of total loans at March 31, 2010, the ratio of net charge-offs to average loans for the three months ended at that date was 0.04%.

Covered Loans and OREO

Although the AmTrust and Desert Hills acquisitions increased our loan portfolio by $4.8 billion at March 31, 2010, and, in the case of Desert Hills, added $44.6 million of OREO, the credit risk associated with these acquired assets has been substantially mitigated by our loss sharing agreements with the FDIC. Under the terms of the loss sharing agreements, the FDIC will reimburse us for 80% of losses (and share in 80% of any recoveries) up to $907.0 million with respect to the loans acquired in the AmTrust transaction; and will reimburse us for 80% of losses (and share in 80% of any recoveries) up to $101.4 million with respect to the loans and OREO acquired in the Desert Hills transaction. In each case, the FDIC will reimburse us for 95% of any losses (and share in 95% of any recoveries) with respect to the acquired assets beyond these initial amounts. The loss sharing (and reimbursement) agreements applicable to one- to four-family mortgage loans and HELOCs are effective for a ten-year period. The loss sharing agreements applicable to other loans and OREO provide for the FDIC to reimburse us for losses for a five-year period; the period for sharing in recoveries on other loans and OREO extends for a period of eight years.

We consider our covered loans to be performing due to the application of the yield accretion method under Codification Topic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.” Codification Topic 310-30 allows us to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Accordingly, loans that may have been classified as non-performing loans by AmTrust or Desert Hills are no longer classified as non-performing because, at acquisition, we believed that we would fully collect the new carrying value of these loans. The new carrying value represents the contractual balance, reduced by the portion expected to be uncollectible (referred to as the “non-accretable difference”) and by an accretable yield (discount) that is recognized as interest income. It is important to note that management’s judgment is required in reclassifying loans subject to Codification Topic 310-30 as performing loans, and is dependent on having a reasonable expectation about the timing and amount of the cash flows to be collected, even if a loan is contractually past due.

 

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In connection with the loss sharing agreements, we established FDIC loss share receivables of $740.0 million with regard to AmTrust and $44.0 million with regard to Desert Hills, which were the acquisition date fair values of the respective loss sharing agreements (i.e., the expected reimbursements from the FDIC over the terms of the agreements). The loss share receivables may increase if the losses increase, and may decrease if the losses fall short of the expected amounts. Gains and recoveries on covered assets will offset losses or be paid to the FDIC at the applicable loss share percentage at the time of recovery. The loss share receivables may also increase due to accretion, which was $11.0 million in the three months ended March 31, 2010. In addition, the Company received $1.4 million in reimbursements from the FDIC as of that date, which resulted in a decrease in the balance of the FDIC receivable.

The following table presents information regarding our consolidated allowance for loan losses, non-performing assets, and delinquencies at March 31, 2010 and December 31, 2009. Covered loans are considered to be performing due to the application of the yield accretion method under Codification Topic 310-30. Therefore, covered loans are not reflected in any of the amounts or asset quality measures provided in this table:

 

(dollars in thousands)    At or For the
Three  Months Ended
March 31, 2010
    At or For the
Year Ended
December 31, 2009
 

Allowance for Loan Losses:

    

Balance at beginning of period

   $ 127,491      $ 94,368   

Provision for loan losses

     20,000        63,000   

Charge-offs:

    

Multi-family

     (6,146     (15,261

Commercial real estate

     —          (530

Acquisition, development, and construction

     (1,451     (5,990

One- to four-family

     —          (322

Other loans

     (2,457     (7,828
                

Total charge-offs

     (10,054     (29,931

Recoveries

     6        54   
                

Balance at end of period

   $ 137,443      $ 127,491   
                

Non-Performing Assets:

    

Non-accrual mortgage loans:

    

Multi-family

   $ 481,954      $ 393,113   

Commercial real estate

     97,128        70,618   

Acquisition, development, and construction

     110,071        79,228   

One- to four-family

     15,645        14,171   
                

Total non-accrual mortgage loans

     704,798        557,130   

Other non-accrual loans

     29,890        20,938   
                

Total non-performing loans

     734,688        578,068   

Other real estate owned(1)

     16,147        15,205   
                

Total non-performing assets

   $ 750,835      $ 593,273   
                

Ratios:

    

Non-performing loans to total loans

     2.61     2.04

Non-performing assets to total assets(1 )

     1.77        1.41   

Allowance for loan losses to non-performing loans

     18.71        22.05   

Allowance for loan losses to total loans

     0.49        0.45   

Net charge-offs to average loans

     0.04 (2 )      0.13   
                

Loans 30-89 Days Past Due:

    

Multi-family

   $ 135,769      $ 155,790   

Commercial real estate

     48,435        42,324   

Acquisition, development, and construction

     6,721        48,838   

One- to four-family

     9,034        5,019   

Other loans

     17,932        21,036   
                

Total loans 30-89 days past due

   $ 217,891      $ 273,007   
                

 

(1) Excludes covered OREO acquired in the Desert Hills acquisition on March 26, 2010.
(2) Presented on a non-annualized basis.

 

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In accordance with GAAP, we are required to account for certain loan modifications or restructurings as “troubled debt restructurings.” In general, the modification or restructuring of a loan constitutes a troubled debt restructuring when we grant a concession to a borrower experiencing financial difficulty. Loans modified in a troubled debt restructuring are placed on non-accrual status until we determine that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate performance according to the restructured terms for a period of at least six months. Loans modified in a troubled debt restructuring, all of which had non-accrual status, totaled $225.2 million and $184.8 million at March 31, 2010 and December 31, 2009, respectively.

Securities

Securities represented $5.5 billion, or 13.1%, of total assets at March 31, 2010, and were down $192.8 million from the balance recorded at December 31, 2009.

Available-for-sale securities represented $1.1 billion, or 19.9%, of total securities at the end of March, representing a three-month reduction of $414.4 million. Held-to-maturity securities accounted for the remaining $4.4 billion, or 80.1%, of total securities at March 31st and were up $221.6 million from the balance recorded at year-end 2009. In view of the volatility and uncertainty in the financial markets, we have been limiting our securities investments to government-sponsored enterprise (“GSE”) securities for several quarters. Accordingly, approximately 92% of the securities portfolio consisted of GSE obligations at March 31, 2010.

At the end of the quarter, mortgage-related securities represented $679.9 million, or 61.6%, of available-for-sale securities and $2.2 billion, or 49.2%, of securities held to maturity. Other securities accounted for $424.4 million, or 38.4%, of available-for-sale securities at the end of the quarter and for $2.3 billion, or 50.8%, of held-to-maturity securities. At March 31, 2010, the respective fair values of mortgage-related securities and other securities held to maturity were $2.3 billion and $2.2 billion, respectively, representing 103.7% and 99.3% of their respective carrying amounts.

The estimated weighted average life of the available-for-sale securities portfolio was 2.7 years at the close of the current first quarter, as compared to 2.2 years at December 31, 2009. The estimated weighted average life of available-for-sale mortgage-related securities was 2.6 years at March 31, 2010, as compared to 3.1 years at year-end.

Sources of Funds

The Parent Company (i.e., the Company on an unconsolidated basis) has four primary funding sources for the payment of dividends, share repurchases, and other corporate uses: capital raised through the issuance of stock; dividends paid to the Company by the Banks; funding raised through the issuance of debt instruments; and repayments of, and income from, investment securities.

On a consolidated basis, our funding primarily stems from the deposits we acquire in our business combinations or gather through our branch network, as well as brokered deposits; the use of borrowed funds, primarily in the form of wholesale borrowings; the cash flows generated through the repayment of loans and securities; and the cash flows generated through the sale of loans and securities.

In the fourth quarter of 2009 and the first quarter of 2010, our liquidity was enhanced by the acquisition-related infusion of cash and cash equivalents. As a result, the Company had $2.5 billion in cash and cash equivalents at March 31, 2010.

Loan repayments generated cash flows of $1.7 billion in the current first quarter, including sales of $896.5 million, primarily consisting of loans sold to Fannie Mae and Freddie Mac by AmTrust’s mortgage banking group. Securities generated cash flows of $753.1 million in the quarter. The cash flows from loans and securities were primarily invested in loan production and, to a lesser extent, in GSE obligations.

 

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Deposits

Deposits rose to $22.7 billion at March 31, 2010 from $22.3 billion at December 31, 2009, and represented 53.6% and 52.9% of total assets at the respective dates. While the Desert Hills acquisition provided deposits of $374.9 million at the end of the quarter, the March 31st balance also reflected a meaningful level of organic deposit growth.

Deposit growth was somewhat curtailed by a decline in brokered deposits in the three months ended March 31, 2010. Although the vast majority of our deposits, historically, have been acquired through business combinations or gathered through our branch network, our mix of deposits has also included brokered certificates of deposit (“CDs”) and brokered money market accounts. In the first quarter of 2010, we reduced our balance of brokered CDs by $243.6 million to $114.9 million and our balance of brokered money market accounts by $161.4 million to $2.4 billion.

CDs represented $9.2 billion, or 40.4%, of total deposits at the end of the first quarter, and were up $131.9 million, or 1.46%, from the balance at December 31, 2009. At March 31, 2010, CDs due to mature within one year totaled $7.2 billion, representing 78.8% of total CDs at that date.

Core deposits (defined as all deposits other than CDs) rose $282.9 million linked-quarter to $13.5 billion, and represented 59.6% of total deposits at March 31, 2010. The increase was primarily due to a $260.6 million rise in NOW and money market accounts to $8.0 billion and an $85.7 million increase in savings accounts to $3.9 billion. These increases more than offset the impact of a $63.3 million decline in non-interest-bearing deposits to $1.7 billion.

Borrowed Funds

Borrowed funds consist primarily of wholesale borrowings (i.e., FHLB advances, repurchase agreements, and federal funds purchased); junior subordinated debentures; and other borrowed funds (consisting primarily of preferred stock of subsidiaries and senior notes).

Wholesale borrowings totaled $12.8 billion at the close of the first quarter, as compared to $13.1 billion at December 31, 2009. The reduction was attributable to a $285.7 million decline in FHLB advances to $8.7 billion over the three-month period. While the bulk of our FHLB advances are with the FHLB-NY, the March 31, 2010 and December 31, 2009 amounts include $1.4 billion of FHLB-Cincinnati advances that were acquired in the AmTrust transaction. The Community Bank and the Commercial Bank are both members of, and have lines of credit with, the FHLB-NY. Pursuant to blanket collateral agreements with the Banks, our FHLB advances and overnight line-of-credit borrowings are secured by a pledge of certain eligible collateral in the form of loans and securities.

Also included in wholesale borrowings at March 31, 2010 were repurchase agreements of $4.1 billion, equivalent to the balance at December 31, 2009. Repurchase agreements are contracts for the sale of securities owned or borrowed by the Banks with an agreement to repurchase those securities at an agreed-upon price and date. Our repurchase agreements are primarily collateralized by GSE obligations, and may be entered into with the FHLB-NY or certain brokerage firms. The brokerage firms we utilize are subject to our ongoing internal financial review to ensure that we borrow funds only from those dealers whose financial strength will minimize the risk of loss due to default. In addition, a master repurchase agreement must be executed and on file for the brokerage firms we use.

Junior subordinated debentures declined to $427.3 million at March 31, 2010 from $427.4 million at December 31, 2009.

Other borrowings totaled $653.6 million at the close of the first quarter, down $2.9 million from the balance at December 31, 2009. The reduction reflects our repurchase of certain REIT-preferred securities that had been issued by our merger partners in 2001 and 2003. The balance of other borrowings at March 31, 2010 and December 31, 2009 includes $602.0 million of fixed rate senior notes that were issued under the FDIC’s Temporary Liquidity Guarantee Program in December 2008.

 

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Asset and Liability Management and the Management of Interest Rate Risk

We manage our assets and liabilities to reduce our exposure to changes in market interest rates. The asset and liability management process has three primary objectives: to evaluate the interest rate risk inherent in certain balance sheet accounts; to determine the appropriate level of risk, given our business strategy, operating environment, capital and liquidity requirements, and performance objectives; and to manage that risk in a manner consistent with guidelines approved by the Boards of Directors of the Company, the Community Bank, and the Commercial Bank, as applicable.

Market Risk

As a financial institution, we are focused on reducing our exposure to interest rate volatility, which represents a significant market risk. Changes in market interest rates represent the greatest challenge to our financial performance, because such changes can have a significant impact on the level of income and expense recorded on a large portion of our interest-earning assets and interest-bearing liabilities, and on the market value of all interest-earning assets, other than those possessing a short term to maturity. To reduce our exposure to changing rates, the Board of Directors and management monitor interest rate sensitivity on a regular and as needed basis so that adjustments in the asset and liability mix of each entity can be made when deemed appropriate.

The actual duration of mortgage loans and mortgage-related securities can be significantly impacted by changes in prepayment levels and market interest rates. The volume of prepayments may be impacted by a variety of factors, including the economy in the region where the underlying mortgages were originated; seasonal factors; demographic variables; and the assumability of the underlying mortgages. However, the largest determinants of prepayments are market interest rates and the availability of refinancing opportunities.

To manage our interest rate risk, we continue to pursue the core components of our business model and engaged in a number of specific strategies to reduce our interest rate risk: (1) We continued to place an emphasis on the origination and retention of intermediate-term assets, primarily in the form of multi-family and CRE loans; (2) We utilized our cash flows to fund our loan production, as well as our more limited investments in GSE obligations; (3) We capitalized on the historically low level of the target federal funds rate to reduce our retail funding costs; (4) We reduced our wholesale funding, including brokered deposits; and (5) We improved our funding model by assuming Desert Hills’ deposits and by growing our retail deposits organically.

As a result of acquiring AmTrust’s mortgage banking operation in December, we have certain interest rate lock commitments to fund residential mortgage loans at specified rates and for a specific period of time. These commitments are considered derivative financial instruments, and are carried at fair value. Gains and losses due to changes in the fair value of the derivatives are recognized currently in earnings.

We enter into forward commitments to sell fixed rate mortgage-backed securities to protect against changes in the prices of conforming fixed rate loans held for sale. Most forward commitments to sell are entered into with primary dealers. Entering into commitments to fund loans or mortgage-backed securities can pose a risk if we are not able to deliver the loans or securities on the appropriate delivery date. If this occurs, we may be required to pay a fee to the buyer.

We may retain the servicing on loans that we sell, in which case we wo