Filed by New York Community Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Long Island Financial Corp.
Commission File No. 0-29826
Announces a Strategic Acquisition of
October 10, 2005
Forward-Looking Statements
Safe Harbor Provisions of the Private Litigation Reform Act of 1995
This presentation, other written materials, and statements management may make regarding the transaction, like other written and oral communications presented by New York Community Bancorp, Inc. and its authorized officers, are forward-looking statements 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. New York Community Bancorp, Inc. intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions, may be identified by their reference to future periods and include, without limitation, those statements relating to the anticipated effects of the transaction. The following factors, among others, could cause the actual results of the transaction to differ materially from the expectations stated in this presentation, other written materials, and statements management may make: the ability of the companies involved to obtain the required regulatory approvals; the ability of the companies involved to consummate the transaction; a materially adverse change in the financial condition of New York Community Bancorp, Inc. or Atlantic Bank of New York; the ability of New York Community Bancorp, Inc. to successfully integrate the assets, liabilities, customers, systems, and any management personnel it may acquire into its operations pursuant to the transaction; and the ability to realize the related revenue synergies and cost savings within the expected time frames.
In addition, factors that could cause the actual results of the transaction to differ materially from current expectations include, but are not limited to, general economic conditions, either nationally or locally in some or all of the areas in which the relevant companies conduct their business; conditions in the securities markets or the banking industry; changes in interest rates, which may affect the relevant companies net income or future cash flows; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services in the relevant companies local markets; changes in real estate values, which could impact the quality of the assets securing the relevant companies loans; changes in the quality or composition of the loan or investment 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 New York Community Bancorp, Inc. may acquire into its operations and its ability to realize related revenue synergies and cost savings within expected time frames; the timely development of new and competitive products or services in a changing environment, and the acceptance of such products or services by the relevant companies customers; the outcome of pending or threatened litigation or of other matters before regulatory agencies, whether currently existing or commencing in the future; changes in accounting principles, policies, practices, or guidelines; changes in legislation and regulation; operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems, on which the relevant companies are highly dependent; changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; war or terrorist activities; and other economic, competitive, governmental, regulatory, and geopolitical factors affecting the relevant companies operations, pricing, and services. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the relevant companies control.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation, other written materials, and statements management may make regarding this transaction. The companies involved 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.
1 |
|
Additional Disclosure
New York Community Bancorp, Inc. has filed a registration statement with the Securities and Exchange Commission (the SEC) containing a proxy statement/prospectus and other documents regarding its proposed transaction with Long Island Financial Corp. Investors are urged to read the proxy statement/prospectus because it contains important information about New York Community Bancorp, Inc. and Long Island Financial Corp., and the prospective transaction. When available, copies of this proxy statement/prospectus will be mailed to Long Island Financial Corp. shareholders and, together with other documents filed by New York Community Bancorp, Inc. or Long Island Financial Corp. with the SEC, may be obtained free of charge at the SECs website (www.sec.gov) or by directing a request to New York Community Bancorp, Inc. c/o the Investor Relations Department, 615 Merrick Avenue, Westbury, N.Y. 11590 or the Corporate Secretary, Long Island Financial Corp., 1601 Veterans Highway, Suite 120, Islandia, N.Y. 11749.
Long Island Financial Corp. and its directors, executive officers and certain other members of management, and employees may be soliciting proxies from their shareholders in favor of the proposed transaction. Information regarding such persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Long Island Financial Corp.s shareholders in connection with the proposed transaction is set forth in Long Island Financial Corp.s proxy statement filed with the SEC on March 25, 2005 relating to its annual meeting of shareholders held on April 20, 2005. Additional information is set forth in the proxy statement/prospectus filed with the SEC.
2 |
|
Transaction Summary
Seller: Wholly-Owned Subsidiary of National Bank of Greece
Transaction Value: $400 million
Form of Consideration: 100% Cash
Financing Plan: Significant FlexibilityCombination of Capital Markets
Access and Balance Sheet Repositioning
Expected Closing: First Quarter 2006
Due Diligence: Completed
Required Approvals: Customary regulatory approvals
Indemnification Protection: Facilitated by private nature of transaction
3 |
|
Conservative Transaction Assumptions
Estimated Cost Savings: $9.5 million after-tax (represents 25% of Atlantics core pre-tax operating expenses); 100% realized in 2006
Revenue Synergies: None assumed
Identifiable Intangibles: Core deposit intangible of 3.5% amortized over 10 years
Estimated Restructuring Charge: $19.2 million after-tax
Estimated Financial Impact: Immediately accretive to both GAAP and cash earnings. Will maintain strong capital ratios at holding company and subsidiary levels; target tangible common equity ratio of 4.50% at closing and return to current levels within 18 months.
4 |
|
Strategic Rationale
Geographic expansion of New York Communitys (NYB) footprint. Provides entry into attractive Manhattan market.
Provides an established full-service commercial banking platform. Builds on Long Island Financial Corp. acquisition.
Improves interest rate risk profile by replacing wholesale funding with core deposits will downsize combined balance sheet.
Attractive low-cost deposit base: 1.25%(1) cost of deposits; 77%(1) core deposits. Accelerates commercial deposit growth.
Atlantic Bank has maintained a stable net interest margin, currently in excess of 3.35%.
Attractive transaction pricing. Immediately accretive to both GAAP and cash earnings.
Estimated internal rate of return is in excess of 18% based on conservative transaction assumptions.
Strong integration track record.
(1) |
|
Excluding Parent-Related Deposits at Atlantic Bank of $365 million as of June 30, 2005. |
5 |
|
Attractive Transaction Pricing
Implied Multiple
Precedent Transactions(4)
Atlantics LTM Net Income(1) 10.6x 19.1x
NYBs 2006E Projections for Atlantic 12.2
with Cost Savings (and other
acquisition adjustments)(2)
Tangible Book 1.81 2.76
Implied Deposit Premium(3) 12.2% 23.0%
(1) |
|
LTM net income of $37.8 million as of June 30, 2005. |
(2) Calculated as $32.1 million of 2006E earnings plus full-year cost savings of $9.5 million after-tax less impact of loss of Parent-Related Deposits of $8.7 million.
(3) Deposits of $1.46 billion calculated as all deposits excluding Parent-Related Deposits of $365 million.
(4) Precedent transactions include bank and thrift deals with values between $350 million and $500 million since January 1, 2002. Data represents medians.
6 |
|
Atlantic At-a-Glance(1)
Attractive Commercial Banking Franchise $3.0 billion in assets $1.3 billion in loans: 31% commercial real estate, 28% multi-family, 27% C&I, 4% 14 family and 10% other $1.46 billion(2) in deposits, 77%(2) core deposits 1.25%(2) average cost of deposits 17 branches in Manhattan, Queens, Westchester, Kings and Nassau counties
Solid Profitability and Strong Asset Quality and Capital Ratios
Cash ROATA 1.31%
Cash ROATE 19.09
Net Interest Margin 3.38
Efficiency Ratio 55.36
NPAs/Loans + OREO 0.19
Allowance for Loan Losses/Net Loans 0.77
NCOs/Average Loans 0.05
Tangible Equity/Tangible Assets 7.51
Total Risk-Based Capital Ratio 14.69
(1) |
|
Data at or for the six months ended June 30, 2005. (2) Excluding Parent-Related Deposits. |
7 |
|
Accelerates NYBs Balance Sheet Repositioning, with $1.3 Billion Shrinkage Currently Planned
Assets
($ in millions) $30,000
27,500
25,000
22,500
20,000 $25,205 $540 $2,634 $27,000
7%
93%
NYB 6/30/05
Long Island Financial
Atlantic(1)
Pro Forma(2)
Commercial Banking Businesses
Core Deposits(3)
($ in millions) $10,000
9,000
8,000
7,000
6,000
5,000
4,000 $7,366 $338 $1,120 $8,824
17%
83%
NYB 6/30/05
Long Island Financial
Atlantic(1)
Pro Forma
Commercial Banking Businesses
(1) Excludes $365 million of Parent-Related Deposits. (2) Excludes $1.3 billion of investment securities. (3) Excludes all certificates of deposit.
8 |
|
Builds a Strong Commercial Franchise While Bolstering Core Deposits
NYB
Loans(1)
CRE 16%
Other 8%
Multi-family 76%
Total: $15,684
C&I 2%
CRE 18%
Other 9%
Multi-family 71%
Total: $17,259
Pro Forma(2)
($ in millions)
Deposits(1)
Demand 6%
CDs 36%
NOW, Money Market and Savings 58%
Total: $11,538
Demand 9%
CDs 34%
NOW, Money Market and Savings 57%
Total: $13,415(3)
(1) |
|
Data as of June 30, 2005. |
(2) Pro forma for acquisition of Long Island Financial Corp. and Atlantic. (3) Excluding Parent-Related Deposits of $365 million.
9
Expands NYBs Footprint
Bronx Westchester
Suffolk
Manhattan
NYB Atlantic
Richmond
Queens
Kings Nassau
Atlantic Deposits by County
County |
|
Branches Deposits ($M) |
Manhattan |
|
5 $675 (1) |
Queens |
|
5 362 |
Westchester |
|
4 224 |
Kings |
|
2 160 |
Nassau |
|
1 40 |
Total |
|
17 $1,461 |
Note: Branch data for NYB as of 6/30/04 and 6/30/05 for Atlantic. NYB pro forma for acquisition of Long Island Financial Corp. (1) Excludes Parent-Related Deposits of $365 million.
57 ATMs (22 in-branch and 35 remote)
10
Provides Entry Into Attractive Manhattan Market and Strengthens Market Share in Other Counties
($ in millions)
Manhattan
Rank |
|
Institution Branches Deposits Market Share |
1 |
|
JPMorgan Chase 92 $140,012.2 40.86% |
2 |
|
Citigroup 63 95,838.4 27.97 |
3 |
|
Bank of New York 20 22,995.1 6.71 |
4 |
|
HSBC 47 21,819.3 6.37 |
5 |
|
Bank of America 33 8,251.3 2.41 |
6 |
|
Deutsche Bank AG 4 7,525.0 2.20 |
7 |
|
North Fork 42 5,782.6 1.69 |
8 |
|
Bank Hapoalim 1 3,512.0 1.02 |
9 |
|
Charles Schwab 2 3,348.2 0.98 |
10 |
|
Israel Discount Bank 2 2,918.9 0.85 |
23 |
|
NYB Pro forma 6 680.8 0.20 |
23 |
|
Atlantic 5 674.9 0.20 |
77 |
|
NYB 1 5.9 0.00 |
Totals |
|
520 $342,678.8 100% |
Queens
Rank |
|
Institution Branches Deposits Market Share |
1 |
|
JPMorgan Chase 43 $5,755.2 16.24% |
2 |
|
North Fork 55 5,028.2 14.19 |
3 |
|
Citigroup 29 4,559.1 12.87 |
4 |
|
NYB Pro forma 39 3,311.2 9.35 |
4 |
|
Astoria 17 3,105.6 8.77 |
5 |
|
NYB 34 2,949.3 8.32 |
6 |
|
HSBC 21 2,322.6 6.56 |
7 |
|
Ridgewood Savings 10 1,506.0 4.25 |
8 |
|
Dime Community 8 923.9 2.61 |
9 |
|
Maspeth FS&LA 5 904.7 2.55 |
10 |
|
Independence Cmnty 11 880.1 2.48 |
17 |
|
Atlantic 5 361.9 1.02 |
Totals |
|
363 $35,431.5 100% |
Westchester
Rank |
|
Institution Branches Deposits Market Share |
1 |
|
JPMorgan Chase 39 $4,458.3 17.08% |
2 |
|
Wachovia 36 4,057.3 15.54 |
3 |
|
Bank of New York 62 3,547.4 13.59 |
4 |
|
Citigroup 22 3,333.1 12.77 |
5 |
|
HSBC 26 2,123.1 8.13 |
6 |
|
Bank of America 27 1,510.0 5.79 |
7 |
|
Hudson Valley 15 1,092.0 4.18 |
8 |
|
North Fork 11 947.5 3.63 |
9 |
|
Washington Mutual 12 633.9 2.43 |
10 |
|
Sound Federal 8 603.2 2.31 |
16 |
|
NYB Pro forma 8 247.1 0.95 |
16 |
|
Atlantic 4 224.1 0.86 |
30 |
|
NYB 4 23.0 0.09 |
Totals |
|
328 $26,101.7 100% |
Kings
Rank |
|
Institution Branches Deposits Market Share |
1 |
|
JPMorgan Chase 40 $6,079.8 19.78% |
2 |
|
Washington Mutual 24 3,672.6 11.95 |
3 |
|
Citigroup 25 3,446.8 11.21 |
4 |
|
HSBC 26 3,390.3 11.03 |
5 |
|
North Fork 26 3,114.2 10.13 |
6 |
|
Independence Cmnty 20 2,668.5 8.68 |
7 |
|
Astoria 12 1,561.7 5.08 |
8 |
|
Apple 15 1,020.0 3.32 |
9 |
|
Popular 10 811.0 2.64 |
10 |
|
Dime Community 7 799.4 2.60 |
11 |
|
NYB Pro forma 12 758.1 2.47 |
11 |
|
NYB 10 598.3 1.95 |
19 |
|
Atlantic 2 159.8 0.52 |
Totals |
|
272 $30,739.6 100% |
Nassau
Rank |
|
Institution Branches Deposits Market Share |
1 |
|
North Fork 61 $8,043.4 17.35% |
2 |
|
JPMorgan Chase 34 6,856.1 14.79 |
3 |
|
Citigroup 55 6,138.3 13.24 |
4 |
|
Astoria 29 4,355.6 9.39 |
5 |
|
Bank of America 50 3,758.9 8.11 |
6 |
|
NYB Pro forma 41 3,593.5 7.75 |
6 |
|
NYB 40 3,553.0 7.66 |
7 |
|
Washington Mutual 34 3,252.3 7.01 |
8 |
|
HSBC 21 1,838.1 3.96 |
9 |
|
Bank of New York 45 1,833.0 3.95 |
10 |
|
Commerce Bancorp 13 1,034.6 2.23 |
27 |
|
Atlantic 1 40.5 0.09 |
Totals |
|
439 $46,365.2 100% |
Staten Island
Rank |
|
Institution Branches Deposits Market Share |
1 |
|
Independence Cmnty 22 $2,539.4 32.20% |
2 |
|
NYB 23 1,477.1 18.73 |
3 |
|
Citigroup 6 923.5 11.71 |
4 |
|
JPMorgan Chase 8 900.3 11.42 |
5 |
|
NSB Holding 12 780.1 9.89 |
6 |
|
Washington Mutual 5 569.8 7.22 |
7 |
|
HSBC 2 227.7 2.89 |
8 |
|
VSB Bancorp 4 191.9 2.43 |
9 |
|
North Fork 3 191.5 2.43 |
10 |
|
Commerce Bancorp 3 84.7 1.07 |
Totals |
|
89 $7,885.9 100% |
Note: Atlantic data as of 6/30/05 and excludes Parent-Related Deposits. Other data as of 6/30/04. Above analysis is pro forma for pending transactions. Source: SNL Financial.
11
Enhances NYBs Superior Market Demographics
Population Growth 20052010(1)
7%
6 |
|
5 |
|
4 |
|
3 |
|
2 |
|
1 |
|
0
5.42%
4.90%
4.21%
2.30%
1.90%
1.34%
0.63%
7%
6 |
|
5 |
|
4 |
|
3 |
|
2 |
|
1 |
|
0
Staten Island
Manhattan
Suffolk
Westchester
Queens
Nassau
Kings
2005 Household Income(1)(2) $150,000
125,000
100,000
75,000
50,000
25,000
0
$127,895
$117,025
$116,072
$96,341
$80,966
$64,761
$55,925
$150,000
125,000
100,000
75,000
50,000
25,000
0
Westchester
Manhattan
Nassau
Suffolk
Staten Island
Queens
Kings
(1) |
|
Source: SNL Financial. (2) Data represents averages. |
12
Post-Merger Structure
New York Community Bancorp, Inc.
New York Community Bank
New York Commercial Bank
Community Divisions
Queens County Savings Bank
Roslyn Savings Bank
Richmond County Savings Bank
Atlantic Bank
CFS Bank
Ironbound Bank
First Savings Bank of NJ
Roosevelt Savings Bank
Long Island Commercial Bank
Commercial Divisions
NYBs structure supports back office consolidation and retention of strong brands
13
Atlantic Has Produced a Stable Margin During a Period of Rising Interest Rates
4%
3 |
|
2 |
|
1 |
|
0
3.33% 3.39% 3.37% 3.26% 3.25% 3.28%
Q1 2004 Q2 2004 Q3 2004 Q4 2004 Q1 2005 Q2 2005
Note: Data represents core net interest margin.
14
Atlantic Provides NYB With a Strong Commercial Banking Platform
Atlantic Loan Portfolio Highlights
Loan portfolio comprised primarily of CRE, C&I and Multi-family loans
CRE and Multi-family loan portfolio has grown at a 22% CAGR since 1999
Minimal net charge-offs5 bps net charge-offs for 1H05 annualized
Loan Portfolio (6/30/05)
14 Family 4%
Other 10%
C&I 27%
CRE 31%
Multi-Family 28%
Total $1.3B
CRE
($ in millions) $1,000 750 500 250 0
CAGR: 8.2 % $313 $373 $384 $435 $413
2001
2002
2003
2004
6/30/2005
Multi-Family
($ in millions) $600 400 200 0
CAGR: 33.5 % $132 $222 $265 $352 $363
2001
2002
2003
2004
6/30/2005
15
Atlantic Has a Highly Attractive Deposit Base
Atlantic Deposit Highlights(1) $1.46 billion(2) in deposits; 77%(2) core
Atlantic has steadily reduced its time deposits (12.2% average annual decline from 2001 to 2Q05)
24.3% average annual growth in non-interest-bearing deposits over the same period
Atlantic has parent-related deposit relationships totaling approximately $365 million as of June 30, 2005
Deposit Composition(1)
Jumbo CDs 13%
Non-Jumbo CDs 11%
Demand 24%
Savings 27%
Money Market 19%
NOW 6%
Total: $1.46B(2)
Average cost of total deposits: 1.25%(2)
(1) |
|
Data as of June 30, 2005. |
(2) |
|
Excluding Parent-Related Deposits of $365 million. |
16
Strong Credit Quality(1)
Bank &
NYB(2) Atlantic Combined Thrift Peers(3)
Net Charge-offs/Average Loans 0.02% 0.05% 0.02% 0.17%
Non-Performing Assets/Loans + OREO 0.27 0.19 0.26 0.64
Allowance for Loan Losses/Loans 0.52 0.77 0.53 1.17
Allowance for Loan Losses/ 194 405 206 322
Non-Performing Loans
(1) |
|
Data as of June 30, 2005. |
(2) Results are pro-forma for the Long Island Financial Corp. acquisition. (3) Average of all publicly traded Banks and Thrifts in the U.S.
17
Revenue Enhancement Opportunities
Introduction of commercial banking products into NYBs retail franchise
Opportunities to sell commercial loan products to NYBs customers
Expands commercial deposit gathering franchise
Increased small and middle market lending
Exposure to more diversified borrowers
18
Strong Integration Track Record
NYB has successfully integrated three large acquisitions Due diligence completed Common community banking focus
Pro formas reflect conservative cost savings assumptions and no revenue enhancement
Integration to be completed in 2006
19
Incremental Earnings Analysis
($ in millions)
2006E(1) 2007E
Atlantic Net Income $32.1 $34.9
Adjustments:
After-tax Cost Savings $9.5 $9.8
Impact of Loss of Parent-Related Deposits (8.7) (8.7)
Transaction CDI Amortization (4.4) (4.0)
Add Back Atlantic Existing Intangible Amortization 2.2 2.2
Purchase Accounting Adjustments (6.1) (4.0)
Other Adjustments(2) (0.1) (0.1)
Incremental NYB Net Income
(before financing costs) $24.5 $30.1
(1) |
|
Assumes a December 31, 2005 closing. Represents full-year 2006. |
(2) |
|
Includes opportunity cost of restructuring charge and balance sheet repositioning. |
20
Summary
Geographic expansion of NYBs footprint. Provides entry into attractive Manhattan market.
Provides an established full-service commercial banking platform. Builds on Long Island Financial Corp. acquisition.
Improves interest rate risk profile by replacing wholesale funding with core deposits will downsize combined balance sheet.
Attractive low-cost deposit base: 1.25%(1) cost of deposits; 77%(1) core deposits. Accelerates commercial deposit growth.
Atlantic Bank has maintained a stable net interest margin, currently in excess of 3.35%.
Attractive transaction pricing. Immediately accretive to both GAAP and cash earnings.
Estimated internal rate of return is in excess of 18% based on conservative transaction assumptions.
Strong integration track record.
(1) |
|
Excluding Parent-Related Deposits at Atlantic Bank of $365 million as of June 30, 2005. |
21
Appendix: Supplemental Information
Transaction Synergies
($ in millions)
Sources of Cost Savings Amount (after-tax)
Compensation and benefits $4.5
Benefit plans 3.0
General, administrative and other 2.0
Total cost savings $9.5M (1)
Represents 25% of Atlantics Core Pre-Tax Operating Expenses
(1) |
|
$14.5 million pre-tax. |
23
Loan and Deposit Composition
Loans(1)
NYB(2)
Other 6%
1-4 Family 2%
Commercial and Industrial 0%
Commercial RE
17%
Multi-Family 75%
Total: $15,934
Atlantic
Other 10%
Commercial and Industrial 27%
1-4 Family 4%
Multi-Family 28%
Commercial RE
31%
Total: $1,324
($ in millions)
Pro Forma
Other 6%
Commercial and Industrial 2%
Commercial RE
18%
1-4 Family 2%
Multi-Family 72%
Total: $17,259
Deposits(1)
NYB(2)
Jumbo CDs 11%
Demand Deposits 7%
Non-Jumbo CDs 25%
Savings 23%
NOW and Money Market 34%
Atlantic(3)
Jumbo CDs 13%
Non-Jumbo CDs 11%
Savings 27%
Demand 24%
NOW and Money Market 25%
($ in millions)
Pro Forma
Demand 9%
Jumbo CDs 11%
Non-Jumbo CDs 23%
Savings 23%
NOW and Money Market 34%
Total: $11,953
Total: $1,461
Total: $13,415
(1) |
|
Data as of June 30, 2005. |
(2) |
|
Pro forma for acquisition of Long Island Financial Corp. (3) Excluding Parent-Related Deposits of $365 million. |
24
Atlantic is a Solid Performing Commercial Bank
At or For the Year Ended At or For the Six Months Ended June 30,
2002 2003 2004 2004 2005
Return on Average Assets 1.03% 0.93% 1.08% 0.95 % 1.15%
Return on Average Equity 13.46 13.00 15.12 13.51 13.76
Loans/Deposits 72.92 67.00 69.23 65.59 90.64
AFS Securities/Assets 47.74 50.66 50.22 52.88 47.79
Tangible Common
Equity/Tangible Assets 5.86 5.41 6.48 4.67 7.51
Tier I Capital Ratio 10.89 10.75 11.61 10.94 (1) 12.54(1)
NPAs/Loans + OREO 4.55 0.71 0.38 0.66 0.19
NCOs/Average Loans 0.68 0.71 0.13 0.07 0.05
Reserves/NPAs 54.24 196.28 267.28 206.73 407.32
Reserves/Loans 2.02 1.39 1.01 1.35 0.77
(1) |
|
As of March 31, 2005. |
25
Atlantic: Historical Balance Sheet
($ in millions)
At December 31,
Assets 2003 2004 6/30/2005
Total Cash & Equivalents $132.2 $69.9 $68.5
Total Investment Securities 1,569.5 1,597.9 1,433.2
Total Loans and Leases, Net:
Commercial & Industrial 361.5 363.0 355.2
Commercial Real Estate 383.8 435.3 412.8
Multi-Family 265.1 352.0 363.3
1-4 Family 78.4 59.3 58.0
Other 137.5 132.7 135.0
Total Loans & Leases, Net $1,226.3 $1,342.1 $1,324.2
Allowance (17.1) (13.5) (10.2)
Net Loans & Leases $1,209.2 $1,328.6 $1,314.1
Goodwill & Intangibles 55.8 51.6 49.6
Other Assets(1) 122.2 120.7 116.0
Total Assets $3,097.9 $3,181.8 $2,998.8
Liabilities & Common Equity
Deposits:
Money Market Accounts $304.7 $460.3 $397.9
Savings 469.4 432.7 443.1
Time Deposits 468.8 384.4 359.2
NOW Accounts 101.7 90.1 90.9
Non-interest-bearing 485.9 571.0 534.9
Total Deposits $1,830.4 $1,938.6 $1,826.0
Securities Sold Under Repurchase Agreements 795.0 729.8 718.9
FHLB Advances 179.2 177.8 149.4
Other Liabilities(2) 72.9 81.2 31.4
Total Liabilities $2,877.5 $2,927.4 $2,727.6
Common Equity 220.4 254.4 271.2
Total Liabilities & Common Equity $3,097.9 $3,181.8 $2,998.8
(1) Includes premises & equipment, accrued interest expense and other assets. (2) Includes accrued expenses and other liabilities payable.
26
Atlantic: Historical Income Statement
($ in millions)
For the Year Ended Six Months Ended June 30,
2002 2003 2004 2004 2005
Net Interest Income $86.7 $82.3 $97.2 $47.7 $48.4
Provision/Recovery for Loan Losses 8.0 1.0 (2.1) 1.1 (2.4)
Net Interest Income after Provision 78.7 81.4 99.3 46.6 50.8
Total Non-Interest Income 23.3 28.6 26.3 13.1 12.9
Total Non-Interest Expense 59.8 64.5 67.0 34.4 33.9
Pre-Tax Income 42.2 45.5 58.5 25.3 29.8
Taxes 16.9 18.2 23.4 10.1 11.9
Net Income $25.3 $27.3 $35.1 $15.2 $17.9
27
FOR IMMEDIATE RELEASE
Contact: |
Ilene A. Angarola | Anthony J. Morris | ||
First Senior Vice President | Chief Marketing Officer | |||
Investor Relations | Atlantic Bank of New York | |||
New York Community Bancorp, Inc. | (212) 714-7579 | |||
(516) 683-4420 |
NEW YORK COMMUNITY BANCORP, INC.
TO ACQUIRE ATLANTIC BANK OF NEW YORK
Transaction Highlights
| Immediately accretive to both GAAP and cash earnings |
| Improves NYBs interest rate risk profile by replacing wholesale funding with low-cost core deposits |
| Features superior deal metrics |
| Enhances NYBs balance sheet and franchise |
| Builds on the foundation provided by Long Island Commercial Bank for the establishment of New York Commercial Bank |
Westbury, N.Y., October 11, 2005 New York Community Bancorp, Inc. (NYSE: NYB) and the National Bank of Greece (NYSE: NBG) today announced the signing of a definitive agreement under which New York Community Bancorp, Inc. (NYB) will acquire Atlantic Bank of New York (Atlantic), a wholly-owned U.S. subsidiary of the National Bank of Greece (NBG). Headquartered in Manhattan, Atlantic is a full-service commercial bank with assets of $3.0 billion, deposits of $1.8 billion, and 17 branches in Manhattan, Queens, Brooklyn, and Nassau and Westchester Counties, at June 30, 2005.
Under the terms of the agreement, which has been unanimously approved by the relevant Boards of Directors, NYB will pay $400 million for Atlantic in an all-cash transaction, representing 181% of Atlantics tangible equity at June 30, 2005. The transaction is expected to close in the first quarter of 2006, pending regulatory approval, and to be immediately accretive to NYBs GAAP and cash earnings per share.
- continued -
New York Community Bancorp, Inc. to Acquire Atlantic Bank of New York
In addition, NYB announced that it expects to enhance the quality of the earnings stream of the combined company by liquidating $1.3 billion of securities and utilizing the proceeds to reduce the level of wholesale funding. By replacing wholesale funding with low-cost core deposits, NYB expects to further strengthen its interest rate risk profile and improve its net interest margin.
Upon completion of the transaction, Atlantic will operate as a division of New York Commercial Bank, the commercial bank subsidiary of NYB to be established in connection with NYBs pending acquisition of Long Island Financial Corp. (Nasdaq: LICB) (LICB), the holding company for Long Island Commercial Bank, announced on August 1st. The LICB transaction is expected to close in the fourth quarter of 2005, pending regulatory approval and the approval of LICBs shareholders at a special meeting to be held on November 16, 2005.
Including the assets and deposits to be acquired in the Atlantic and LICB transactions, NYB is expected to have total assets of approximately $27.0 billion, total deposits of approximately $13.4 billion, and a ratio of securities to total assets of approximately 19%.
Commenting on the prospective acquisition of Atlantic, NYB President and Chief Executive Officer Joseph R. Ficalora stated, Atlantic Banks superb reputation as a depository institution and as a lender to small and mid-sized businesses throughout the New York metropolitan region strengthens the foundation provided by Long Island Commercial for the franchise that will be New York Commercial Bank. In addition to supporting our strategic focus on growing commercial deposits and services, the transaction with Atlantic will give us a presence in Manhattan, while enhancing our commercial bank presence throughout our marketplace.
In addition, we are very pleased that the National Bank of Greece has expressed an interest in maintaining a business relationship with Atlantic following the close of the transaction, Mr. Ficalora said.
Like LICB, Atlantic Bank is very rich in core deposits, which accounted for $1.5 billion, or 77% of its total deposits, at June 30, 2005, with an average cost of 1.25%. We look forward to extending the Banks outstanding record of customer service, Mr. Ficalora noted, which earned top marks in a recent survey of Manhattan-based branches of several competing banks. As a result of these two transactions, New York Commercial Bank will have at least 29 branches serving consumers and businesses in the coveted New York metropolitan region by the end of the first quarter of 2006. In addition, we are considering transitioning some of our divisional bank branches to the New York Commercial Bank subsidiary.
- continued -
New York Community Bancorp, Inc. to Acquire Atlantic Bank of New York
The diversity and quality of Atlantics solid loan portfolio are also very appealing, Mr. Ficalora added, and will blend nicely with the mix of loans well acquire with LICB. At the end of June, Atlantic Bank had $1.3 billion in loans outstanding and, at 3.37%, a net interest margin that has widened 12 basis points since the Fed starting raising rates at the end of June 2004.
Our efforts in the commercial lending arena will build on the considerable expertise available at LICB and Atlantic, and will be spearheaded by Dennis D. Jurs, a senior commercial lending officer with 30 years experience, who will be joining LICB from Citibank later on this week. Mr. Jurs spent 22 years at European American Bank, where he served as Executive Vice President and Manager of the Corporate Banking Department, before joining Citibank as Executive Vice President in charge of Middle Market Banking in 2001. Upon completion of the LICB transaction, Dennis will serve as Chief Lending Officer of New York Commercial Bank, Mr. Ficalora said.
Thomas M. OBrien, President and Chief Executive Officer of Atlantic Bank, stated, The addition of Atlantic Bank to the New York Community Bancorp family is a very positive move forward for both companies. The combination of Atlantics commercial banking muscle with New York Communitys expanded retail distribution results in a very dynamic and formidable competitive force. We are pleased with the growth prospects presented by this transaction, and excited about the expanded array of financial solutions it will afford to both companies consumer and commercial clients.
Bear, Stearns & Co. Inc. and Citigroup Global Markets represented NYB in the transaction; Sullivan & Cromwell LLP served as legal counsel to NYB. NBG was represented by Morgan Stanley and Sandler ONeill & Partners LP, with Shearman & Sterling LLP and Thacher Profitt & Wood LLP serving as legal counsel.
Conference Call Scheduled
New York Community Bancorp, Inc. will conduct a conference call on Tuesday, October 11th, at 9:00 a.m. Eastern Time, to elaborate on the strategic and financial implications of the Atlantic acquisition. Details about the conference call and simultaneous web cast follow:
Access Code for Dial-in and Replay: |
7 6 2 3 9 4 7 | |
Dial-in (Domestic): |
(800) 289-0496 | |
(International): |
(913) 981-5519 | |
Replay: |
October 11 (12:30 p.m.)-October 18 (midnight) | |
(Domestic): |
(888) 203-1112 | |
(International): |
(719) 457-0820 |
The conference call will be simultaneously web cast at www.myNYCB.com and archived through 5:00 p.m. on October 18th. A presentation regarding the acquisition may be found on NYBs web site.
- continued -
New York Community Bancorp, Inc. to Acquire Atlantic Bank of New York
Company Profiles
New York Community Bancorp, Inc. is the holding company for New York Community Bank and the fifth largest thrift in the nation, with total assets of $25.2 billion at June 30, 2005. The Bank currently serves its customers through a network of 141 banking offices in New York City, Long Island, Westchester County, and northern New Jersey, and operates through seven divisions: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, CFS Bank, First Savings Bank of New Jersey, and Ironbound Bank. The Bank is the leading producer of multi-family mortgage loans for portfolio in New York City and the third largest thrift depository in the New York metropolitan region. Additional information about New York Community Bancorp, Inc. is available at www.myNYCB.com.
Established in 1926, Atlantic Bank of New York is one of the top 20 commercial banks serving the New York area. With $3.0 billion in assets, Atlantic Bank of New York is a full-service commercial bank providing a comprehensive range of financial services to small and mid-sized businesses, commercial real estate investors, and consumers. The Bank operates branch offices in Manhattan, Queens, Brooklyn, Long Island, and Westchester County, and offers commercial insurance premium financing on a nationwide basis through its wholly-owned subsidiary, Standard Funding Corp. Atlantic Bank is a member of the NBG Group which has more than $73 billion in assets and operates in 18 countries. Additional information is available at the Banks website, www.abny.com.
New York Community Bancorp, Inc. has filed a registration statement with the Securities and Exchange Commission (the SEC) containing a proxy statement/prospectus and other documents regarding its proposed transaction with Long Island Financial Corp. Investors are urged to read the proxy statement/prospectus because it contains important information about New York Community Bancorp, Inc. and Long Island Financial Corp., and the prospective transaction. When available, copies of this proxy statement/prospectus will be mailed to Long Island Financial Corp. shareholders and, together with other documents filed by New York Community Bancorp, Inc. or Long Island Financial Corp. with the SEC, may be obtained free of charge at the SECs website (www.sec.gov) or by directing a request to New York Community Bancorp, Inc. c/o the Investor Relations Department, 615 Merrick Avenue, Westbury, N.Y. 11590 or the Corporate Secretary, Long Island Financial Corp., 1601 Veterans Highway, Suite 120, Islandia, N.Y. 11749.
Long Island Financial Corp. and its directors, executive officers and certain other members of management, and employees may be soliciting proxies from their shareholders in favor of the proposed transaction. Information regarding such persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Long Island Financial Corp.s shareholders in connection with the proposed transaction is set forth in Long Island Financial Corp.s
- continued -
New York Community Bancorp, Inc. to Acquire Atlantic Bank of New York
proxy statement filed with the SEC on March 25, 2005 relating to its annual meeting of shareholders held on April 20, 2005. Additional information is set forth in the proxy statement/prospectus filed with the SEC.
Safe Harbor Provisions of the Private Litigation Reform Act of 1995
Certain statements contained within this new release and the associated conference call, like other written and oral communications presented by New York Community Bancorp, Inc. and its authorized officers, are forward-looking statements 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. New York Community Bancorp, Inc. intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions, may be identified by their reference to future periods and include, without limitation, those statements relating to the anticipated effects of the transaction. The following factors, among others, could cause the actual results of the transaction to differ materially from the expectations stated in this release and the associated conference call: the ability of the companies involved to obtain the required regulatory approvals; the ability of the companies involved to consummate the transaction; a materially adverse change in the financial condition of New York Community Bancorp, Inc. or Atlantic Bank of New York; the ability of New York Community Bancorp, Inc. to successfully integrate the assets, liabilities, customers, systems, and any management personnel it may acquire into its operations pursuant to the transaction; and the ability to realize the related revenue synergies and cost savings within the expected time frames.
In addition, factors that could cause the actual results of the transaction to differ materially from current expectations include, but are not limited to general economic conditions, either nationally or locally in some or all of the areas in which the relevant companies conduct their business; conditions in the securities markets or the banking industry; changes in interest rates, which may affect the relevant companies net income or future cash flows; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services in the relevant companies local markets; changes in real estate values, which could impact the quality of the assets securing the relevant companies loans; changes in the quality or composition of the loan or investment 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 New York Community Bancorp, Inc. may acquire into its operations and its ability to realize related revenue synergies and cost savings within expected time frames; the timely development of new and competitive products or services in a changing environment, and the acceptance of such products or services by the relevant companies customers; the outcome of pending or threatened litigation or of other matters before regulatory agencies, whether currently existing or commencing in the future; changes in accounting principles, policies, practices, or guidelines; changes in legislation and regulation; operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems, on which the relevant companies are highly dependent; changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; war or terrorist activities; and other economic, competitive, governmental, regulatory, and geopolitical factors affecting the relevant companies operations, pricing, and services. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the relevant companies control.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release and the associated conference call. The companies involved 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.
- 30 -