Flagstar Bank, N.a. · NYSE:FLG
Flagstar Bank, N.a — New York Community Bancorp — Merger or Acquisition (July 2003)
33 slides from Flagstar Bank, N.a's merger presentation, Jul 29, 2003
Slide 1: Filed by New York Community Bancorp, Inc. pursuant to Rule 425
Filed by New York Community Bancorp, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: New York Community Bancorp, Inc. Commission File No. 1-31565 The following is an investor presentation in c
Slide 2: Combining strengths. Creating value.
[LOGO]NEW YORK COMMUNITY BANCORP, INC. Combining strengths. Creating value. [GRAPHIC]
Slide 3: Forward-looking Statements and Risk Factors
Forward-looking Statements and Risk Factors [LOGO] New York Community Bancorp, Inc. and Roslyn Bancorp, Inc. will be filing a joint proxy statement / prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the “SEC”). WE URGE INVESTORS
Slide 4: Risk factors that could cause actual merger results to differ
The following factors, among others, could cause the actual results of the merger to differ materially from the expectations stated in this presentation: the ability of the two companies to obtain the required shareholder or regulatory approvals of the merger; the ability to effect the proposed rest
Slide 5: The merger will enhance NYB's franchise, performance, and value
Combining Strengths: The NYB / RSLN Merger [LOGO] The merger will enhance NYB’s franchise, performance, and value. ¨ Creates the NY Metro region’s largest community bank, based on market capitalization and total assets ¨ Is immediately 18% accretive to diluted GAAP EPS prior to the $3.5 billion down
Slide 6: NYB will be the NY Metro region's largest community bank by market cap
Combining Strengths: The NYB / RSLN Merger [LOGO ] NYB will be the NY Metro region’s largest community bank, based on market cap. (a) (in millions) INCREASED MARKET CAP [CHART] (a) The NY Metro region includes Kings, Queens, Richmond, Nassau, and Suffolk counties. 4
Slide 7: NYB will be the largest community bank by total assets
Combining Strengths: The NYB / RSLN Merger [LOGO] NYB will be the NY Metro region’s largest community bank, based on total assets. (in billions) ASSET GROWTH [CHART] (a) Excludes the projected $3.5 billion downsizing of the securities portfolio. 5
Slide 8: NYB will be the second largest thrift depository
Combining Strengths: The NYB / RSLN Merger [LOGO] NYB will be the NY Metro region’s second largest thrift depository. (in billions) CORE DEPOSIT GROWTH [CHART] Core / Total Deposits: 38.8% 42.5% 55.8% 62.9% 66.0% 54.3% Loans / Total Deposits: 150.0% 111.6% 99.2% 104.4% 114.8% 84.1% 6
Slide 9: The merger is expected to be 10% accretive to diluted EPS in 2004
Combining Strengths: The NYB / RSLN Merger [LOGO] The merger is expected to be 10% accretive to NYB’s diluted EPS in 2004. DILUTED EPS GROWTH [CHART] (a) Core earnings; please see reconciliation to GAAP earnings on page 29. (b) Company estimates (c) Reflects the projected $3.5 billion reduction in s
Slide 10: Joining a premier asset generator with a premier deposit accumulator
Combining Strengths: The NYB / RSLN Merger [LOGO] The merger will join a premier asset generator with a premier deposit accumulator. (in millions) NYB RSLN A Premier Loan Originator A Premier Deposit Accumulator [CHART] [CHART] n Total Loan Originations n Total Deposits (a) 1H 03 Annualized 8
Slide 11: We have significantly grown our preferred loan portfolios
Combining Strengths: The NYB / RSLN Merger [LOGO] We have significantly grown our preferred loan portfolios. (in millions) NYB RSLN Multi-family Loan Multi-family / Construction Loan Originations Originations [CHART] [CHART] (a) 1H 03 Annualized 9
Slide 12: Profitable, efficient, and risk-averse lending niche
Combining Strengths: The NYB / RSLN Merger [LOGO] We both have a profitable, efficient, and risk-averse lending niche. NYB RSLN ¨ Rent-controlled /-stabilized buildings generate ¨ Construction and multi-family rehab loans stable cash flow currently yielding spreads of approximately 300 bps ¨ 5-year
Slide 13: Asset quality consistently exceeds the industry average
Combining Strengths: The NYB / RSLN Merger [LOGO] The quality of our assets consistently exceeds the industry average. NPAs to Total Assets [CHART] NYB RSLN 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 n U.S. Thrifts 0.52% 0.53% 0.67% 0.70% 0.62% n U.S. Thr
Slide 14: Net charge-offs attest to our underwriting standards
Combining Strengths: The NYB / RSLN Merger [LOGO] The level of net charge-offs attests to our underwriting standards. NCOs to Average Loans [CHART] NYB RSLN 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 n U.S. Thrifts 0.14% 0.14% 0.18% 0.19% 0.19% n U.S. Thr
Slide 15: We serve over one million accounts in a high net worth marketplace
Combining Strengths: The NYB / RSLN Merger [LOGO] We serve over one million accounts in a high net worth marketplace. [MAP] [CHART] Map Source: Y-Merge.com, a division of SNL Financial 13
Slide 16: The merger will boost NYB's rank among banks in the NY Metro region
Combining Strengths: The NYB / RSLN Merger [LOGO] The merger will boost NYB’s rank among banks in the NY Metro region. (dollars in millions) Deposit Rank Institution Deposits (a) Share (a) Branches (a) 1 J.P. Morgan Chase $ 20,281 15.6% 151 2 Citigroup 16,959 13.0 135 3 Astoria Financial 10,878 8.3
Slide 17: Deposit data footnote, NY Metro region
(a) Deposits, deposit share, and branches listed for the Metro NY region (Kings, Queens, Richmond, Nassau, and Suffolk counties) only. 14
Slide 18: Pro forma NYB ranks among the leading thrifts in its core markets
[LOGO] Combining Strengths: The NYB / RSLN Merger On a pro forma basis, NYB ranks among the leading thrifts in its core markets. QUEENS STATEN ISLAND NASSAU Total Total Deposit Total Deposit Rank Thrift Share Rank Thrift Deposit Share Rank Thrift Share 1 AF 9.86% 1 SIB 32.35% 1 GPT 10.00% 2 NYB 9.37
Slide 19: NYB's structure capitalizes on the brand equity of its divisional banks
[LOGO] Combining Strengths: The NYB / RSLN Merger NYB’s structure recognizes and capitalizes on the brand equity of its divisional banks. New York Community Bancorp, Inc. [CHART] 16
Slide 20: We place an emphasis on community banking
Combining Strengths: The NYB / RSLN Merger [LOGO] We place an emphasis on community banking. • Name retention engenders customer loyalty • Tradition of personal service appeals to customer base A SHARED EMPHASIS • Longstanding banking relationships are expanded through provision ON COMMUNITY of alte
Slide 21: We emphasize convenience and exceptional customer service
Combining Strengths: The NYB / RSLN Merger [LOGO] We emphasize convenience and exceptional customer service. ¨ Hours: Weekend, extended evening, and early-bird hours ¨ Products & services: A full-service menu of traditional banking products and services, complemented by an extensive range of alterna
Slide 22: We rank among the most efficient thrifts in the nation
Combining Strengths: The NYB / RSLN Merger. [LOGO] We rank among the most efficient thrifts in the nation. Efficiency Ratio NYB RSLN [CHART] [CHART] 1999 2000 2001 2002 1H 03 1999 2000 2001 2002 1H 03 n U.S. Thrifts 63.13% 65.72% 66.42% 62.67% 61.81% n U.S. Thrifts 63.13% 65.72% 66.42% 62.67% 61.81%
Slide 23: Highest net income per FTE among local peers
Combining Strengths: The NYB / RSLN Merger [LOGO] We generate the highest net income per FTE among our local peers. Net Income per FTE (a) (in thousands) [CHART] (a) 1Q 03 net income annualized; FTE at 3/31/03. 20
Slide 24: Our efficiency stems from several sources
Combining Strengths: The NYB / RSLN Merger [LOGO] Our efficiency stems from several sources. • Emphasis on multi-family / construction lending • Above-average deposits per traditional branch (NYB: $79 million; RSLN: $164 million at 6/30/03) • Franchise expansion through M & A SOURCES OF • Cost-effec
Slide 25: Significant revenues through third-party alliances
Combining Strengths: The NYB / RSLN Merger [LOGO] We generate significant revenues through third-party alliances. • Conduit lending: ¨ 1-4 family loans ¨ Consumer loans • Investment products: REVENUE-PRODUCING THIRD-PARTY ALLIANCES ¨ Annuities ¨ Mutual funds ¨ Insurance • Real estate joint ventures
Slide 26: Pro forma fee and service-related income will rise approximately 37%
Combining Strengths: The NYB / RSLN Merger [LOGO] Pro forma fee and service-related income will rise approximately 37% Y-O-Y in 2003. (in millions) Fee and Service-related Income [CHART] (a) 1H 03 Annualized 23
Slide 27: Merger transactions with HAVN and RCBK exceeded expectations
Combining Strengths: The NYB / RSLN Merger [LOGO] NYB’s merger transactions with HAVN and RCBK exceeded expectations. Haven Richmond NYB Roslyn (dollars in millions, except per share data) Bancorp County 2002 Results Bancorp Announcement Date: June 27, 2000 March 27, 2001 — June 27, 2003 Closing Dat
Slide 28: Pro forma securities portfolio will be downsized by approximately $3.5 billion
Combining Strengths: The NYB / RSLN Merger [LOGO] The pro forma securities portfolio will be downsized by approximately $3.5 billion. Plan Projected Results • Approximately $3.5 billion downsizing of securities portfolio • Enhanced earnings quality • Assumed 2.0% pre-tax spread lost on the downsized
Slide 29: The value of NYB's shares has appreciated 2,543% since 11/23/93
Creating Value: The NYB / RSLN Merger [LOGO] The value of NYB’s shares has appreciated 2,543% since 11/23/93. (dollars in millions, except per share data) ¨ Market capitalization ¨ Price per share (adjusted for 8 splits including a 4-for-3 stock split on 5/21/03) ¨ Annual yield produced by $0.92 per
Slide 30: The merger creates a significant opportunity for share value creation
Creating Value : The NYB / RSLN Merger [LOGO] The merger creates a significant opportunity for share value creation. % Appreciation (a) Share Price Dividend NYB – November 23, 1993 2,543% 6,215% Haven – June 27, 2000 (b) 464 176 Richmond County – March 27, 2001 (b) 150 130 Roslyn – June 27, 2003 (b)
Slide 31: The merger will enhance NYB's franchise, performance, and value
Creating Value: The NYB / RSLN Merger [LOGO] The merger will enhance NYB’s franchise, performance, and value. ¨ Creates the NY Metro region’s largest community bank, based on market capitalization and total assets ¨ Is immediately 18% accretive to diluted GAAP EPS prior to the $3.5 billion downsizin
Slide 32: Reconciliation of GAAP and Non-GAAP Measures
Appendix [LOGO] Reconciliation of GAAP and Non-GAAP Measures 1. As calculated in accordance with GAAP, the Company’s 2000 and 2001 diluted earnings per share were $0.42 and $1.01, respectively. The 2000 amount reflected a gain of $13.5 million recorded in other operating income and a charge of $24.8
Slide 33: For more information
For more information: [LOGO] NYB RSLN Web Site: ¨www.myNYCB.com ¨www.roslyn.com E-mail: ¨iangarola@mynycb.com ¨mfeder@roslyn.com Phone: ¨(516) 683-4420 ¨(516) 942-6150 Address: ¨615 Merrick Avenue ¨One Jericho Plaza Westbury, NY 11590 Jericho, NY 11753 7/29/03 30
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