Flagstar Bank, N.a. · NYSE:FLG
Flagstar Bank, N.a — New York Community Bancorp — Merger or Acquisition (September 2003)
33 slides from Flagstar Bank, N.a's merger presentation, Sep 9, 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. 333-107498
Slide 2: Competitive Advantages Investor Presentation, September 2003
[LOGO] NEW YORK COMMUNITY BANCORP, INC. Competitive Advantages [LOGO] ROSLYN BANCORP, INC. September 2003 Investor Presentation
Slide 3: Forward-looking Statements and Risk Factors
[LOGO] Forward-looking Statements and Risk Factors New York Community Bancorp, Inc. and Roslyn Bancorp, Inc. have filed, and 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”).
Slide 4: 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: Competitive Advantages
[LOGO] Competitive Advantages We are a leading lender, depository, and producer of revenues in our chosen market. • The leading producer of multi-family loans for portfolio in New York City (a) • The second largest thrift depository in Queens and Staten Island (a) • The second largest thrift deposit
Slide 6: Our Market
[LOGO] Competitive Advantage: Our Market We serve over one million accounts in a highly attractive marketplace. (a) [GRAPHIC] POPULATION HOUSEHOLDS TOTAL DEPOSITS (in millions) (in millions) (in billions) The Bronx 1.33 The Bronx 0.463 The Bronx $ 9.1 Suffolk 1.42 Suffolk 0.469 Suffolk $ 24.7 Nassau
Slide 7: Our Lending Niche: Leading Multi-family Loan Producer
[LOGO] Competitive Advantage: Our Lending Niche We are the leading producer of multi-family loans for portfolio in New York City. (in millions) (6 Mos. Originations) 1H 2003 Pro Forma 2000 2001 2002 w / RSLN All Other Loan Originations $ 74 $ 359 $ 501 $ 726(a) Multi-family Loan Originations $ 542 $
Slide 8: Lending niche footnotes
(a) Includes $208 million of construction and multi-family rehab loans (b) Includes RSLN’s $485 million portfolio of construction and multi- originated by RSLN. family rehab loans. 5
Slide 9: Our Lending Niche: Expertise and Relationships
[LOGO] Competitive Advantage: Our Lending Niche We compete for borrowers by emphasizing our niche lending expertise. • Expertise: Originating multi-family and construction loans with the best credit results over many decades of cyclical change • Service: Rapid response and consistency expedite loan
Slide 10: Profitable, Efficient, Risk-averse Lending Niche
[LOGO] Competitive Advantage: Our Lending Niche We have a profitable, efficient, and risk-averse lending niche. NYB RSLN • Rent-controlled /-stabilized buildings generate stable cash • Construction and multi-family rehab loans currently flow yielding spreads of approximately 300 bps • 5-year fixed /
Slide 11: Our Franchise: 2nd Largest Thrift Depository
[LOGO] Competitive Advantage: Our Franchise We are the 2nd largest thrift depository in the New York metro region. (a) (in billions) 6/30/03 Pro Forma 12/31/99 12/31/00 12/31/01 12/31/02 w / RSLN CDs $ 0.7 $ 1.9 $ 2.4 $ 1.9 $ 5.1 Core Deposits $ 0.4 $ 1.4 $ 3.0 $ 3.3 $ 6.1 Total Deposits: $ 1.1 $ 3.
Slide 12: Competing for Depositors: Convenience and Community
[LOGO] Competitive Advantage: Our Franchise We compete for depositors by emphasizing convenience and community. Convenience: Multiple delivery channels; 140(a) locations; 24/7 access Service: State-of-the-art technology expedites transaction processing, account access Choices: Full-service menu of t
Slide 13: Divisional Bank Brand Structure
[LOGO] Competitive Advantage: Our Franchise Our structure recognizes and capitalizes on the brand equity of our divisional banks. New York Community Bancorp, Inc. New York Community Bank Queens County Roslyn Richmond County Savings Bank Savings Bank Savings Bank Multiple CFS Ironbound First Savings
Slide 14: Branch Network Third-party Product Sales Revenue
[LOGO] Competitive Advantage: Our Franchise Our branch network generates significant revenues through third-party product sales. (in millions) Fee and Service-related Income 2003 Pro Forma 1999 2000 2001 2002 w /RSLN (a) $1.9 $4.6 $42.4 $64.0 $87.4 (a) 1H 03 annualized 11
Slide 15: Nation's Top-performing Thrift for 5 Years
[LOGO] Competitive Advantage: Performance We have been ranked the nation’s top-performing thrift for the past 5 years. (a) At or for the At or for the 12 Months Ended 6 Months Ended December 31, 2002 June 30, 2003 Ranking Industry NYCB NYCB Industry NYCB NYCB Criteria Average (b) GAAP Cash (c) Avera
Slide 16: ROA Versus Industry Average
[LOGO] Competitive Advantage: Performance Our 1H 2003 ROA exceeded the industry average by 142 basis points. ROA [GRAPHIC] 1999 2000 2001 2002 1H 03 U.S. Thrifts 0.83% 0.71% 0.69% 0.87% 0.88% NYCB 1.69% 1.56%(a) 1.65%(a) 2.29% 2.30% (a) Core ROA; please see reconciliation to GAAP ROA on Page 29, #s
Slide 17: ROE Versus Industry Average
[LOGO] Competitive Advantage: Performance Our 1H 2003 ROE is more than twice the industry average. ROE [GRAPHIC] 1999 2000 2001 2002 1H 03 U.S. Thrifts 7.72% 7.40% 7.89% 9.07% 9.03% NYCB 22.99% 19.40% (a) 18.30% (a) 19.95% 20.83% (a) Core ROE; please see reconciliation to GAAP ROE on Page 29, #s 2 a
Slide 18: Efficiency Ratio
[LOGO] Competitive Advantage: Performance We have been ranked the nation’s 3rd most efficient bank holding company. Efficiency Ratio [GRAPHIC] 1999 2000 2001 2002 1H 03 U.S. Thrifts 63.13% 65.72% 66.42% 62.67% 64.33% NYB 29.95% 30.20%(a) 35.03%(a) 25.32% 24.52% (a) Core efficiency ratio; please see
Slide 19: NPAs to Total Assets
[LOGO] Competitive Advantage: Performance Exceptional asset quality has been a hallmark of NYCB throughout our public life. NPAs to Total Assets [GRAPHIC] 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 U.S. Thrifts 0.52% 0.53% 0.67% 0.70% 0.67% NYB 0.17% 0.19% 0.19% 0.15% 0.11% Industry Data Source: SN
Slide 20: NCOs to Average Loans
[LOGO] Competitive Advantage: Performance The quality of our assets attests to our underwriting standards. NCOs to Average Loans [GRAPHIC] 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 U.S. Thrifts 0.14% 0.14% 0.18% 0.19% 0.20% NYB 0.00% 0.00% 0.00% 0.00% 0.00% Industry Data Source: SNL Financial 17
Slide 21: Diluted EPS Growth
[LOGO] Competitive Advantage: Performance We have established a record of solid earnings growth. DILUTED EPS GROWTH CAGR: 38.66% 1999 2000 2001 2002 2003 $0.56 $0.62(a) $1.01(a) $1.67 $2.04-$2.10(b) (a) Diluted core EPS; please see reconciliation to diluted GAAP EPS on Page 29, #2. (b) Company estim
Slide 22: Roslyn Merger Expected 10% Accretive to 2004 EPS
[LOGO] Competitive Advantage: Accretive Transactions The Roslyn merger is expected to be 10% accretive to NYB’s diluted EPS in 2004. DILUTED EPS GROWTH CAGR: 35.20% 2004 Pro Forma 1999 2000 2001 2002 2003 w / RSLN $0.56 $0.62(a) $1.01(a) $1.67 $2.04-$2.10(b) $ 2.53(c) (a) Diluted core EPS; please se
Slide 23: Plan to Downsize the Securities Portfolio
[LOGO] Competitive Advantage: Accretive Transactions Our 2004 diluted EPS estimate reflects our plan to downsize the securities portfolio. Plan Projected Results • Approximately $3.5 billion downsizing of the securities portfolio • Enhanced earnings quality • Assumed 2.0% pre-tax spread lost on the
Slide 24: Mergers with HAVN and RCBK Exceeded Expectations
[LOGO] Competitive Advantage: Accretive Transactions Our 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 Da
Slide 25: Franchise and Balance Sheet Enhanced by RSLN Merger
[LOGO] Competitive Advantage: Accretive Transactions Our franchise, balance sheet, and value will also be enhanced by the RSLN merger. (dollars in billions, except per share data) Pro Forma w/ HAVN w/ RCBK w/ RSLN 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 No. of branches 14 86 120 110 140(a) Loan
Slide 26: Roslyn Merger Progressing According to Schedule
[LOGO] Competitive Advantage: Accretive Transactions The Roslyn merger is progressing according to schedule. • All regulatory applications were filed in July 2003 • Special Meeting of Shareholders has been set for October 29th, pending SEC review • Loan and securities investment processes have been
Slide 27: Investment Returns: National Recognition
[LOGO] Competitive Advantage: Investment Returns Our returns on investment have earned national recognition. #1 Best-performing Company – Total Returns (Savings & Loans) The Wall Street Journal March 10, 2003 #2 Best-performing CEO (based on total returns to shareholders and Forbes compensation) May
Slide 28: Share Value Appreciation Since IPO
[LOGO] Competitive Advantage: Investment Returns Since our IPO, the value of NYCB’s shares has appreciated as much as 2,543%. (dollars in millions, except per share data) 11/23/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03 7/14/03 7/14/03(a) Market capit
Slide 29: Share Value Creation From Each Merger
[LOGO] Competitive Advantage: Investment Returns Each of our merger transactions has provided an 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 –
Slide 30: Share Value Creation
[LOGO] Competitive Advantage: Share Value Creation We compete for investors by delivering solid earnings and investment returns. • Performance: The top performing thrift in the nation since 1998 • Ownership: Approximately 30% of shares outstanding currently held by directors, officers, staff, and fa
Slide 31: For More Information
[LOGO] For More Information: The Company trades on the NYSE under the symbol “NYB”. 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, N
Slide 32: Reconciliation of GAAP and Non-GAAP Measures
[LOGO] Appendix Reconciliation of GAAP and Non-GAAP Measures 1. The Company calculated its diluted cash earnings per share for 2002 by adding back to the year’s net income non-cash items totaling $30.5 million. The Company calculated its diluted cash earnings per share for 1H 2003 by adding back to
Slide 33: GAAP reconciliation notes
2. 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 million recorded in operating expenses, resulting in a net c
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