Flagstar Bank, National Association 8-K/A, filed Feb 14, 2023
Flagstar Bank, National Association (FLG)
About this 8-K/A
Flagstar Bank, National Association filed this 8-K/A on February 14, 2023, reporting on events of December 1, 2022.
Items reported
- Item 9.01: Financial statements and exhibits
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FORM
CURRENT REPORT
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Explanatory Note
On December 1, 2022, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), filed a Current Report on Form 8-K (the “Original Report”) to report that, effective as of December 1, 2022, before the opening of business, NYCB completed its acquisition of Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”), pursuant to the Agreement and Plan of Merger, dated April 24, 2021, by and among NYCB, 615 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of NYCB (“Merger Sub”), and Flagstar, as amended by Amendment No. 1 to the Original Agreement, dated as of April 26, 2022 (“Amendment No. 1”), by and among NYCB, Merger Sub and Flagstar, and as further amended by Amendment No. 2 to the Original Agreement, dated as of October 27, 2022 (“Amendment No. 2,” and the Original Agreement, as amended by Amendment No. 1 and Amendment No. 2, the “Merger Agreement”), by and among NYCB, Merger Sub and Flagstar. At the closing, (i) Merger Sub merged with and into Flagstar (the “Merger”), with Flagstar as the surviving entity, and (ii) immediately thereafter, Flagstar merged with and into NYCB, with NYCB as the surviving entity.
This amendment to the Original Report (the “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that NYCB and Flagstar would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. Except as described in this Amendment, all other information in the Original Report remains unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. |
Audited consolidated financial statements of Flagstar as of December 31, 2021 and December 31, 2020 and for each of the years in the three-year period ended December 31, 2021, the notes related thereto and the report of PricewaterhouseCoopers, LLP, dated March 1, 2022 with respect to the consolidated financial statements of Flagstar and its subsidiaries, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
Interim unaudited consolidated financial statements of Flagstar as of and for the three and nine months ended September 30, 2022 and September 30, 2021, are filed as Exhibit 99.2 hereto and incorporated herein by reference.
| (b) | Pro forma financial information. |
Unaudited pro forma condensed combined financial statements of NYCB as of and for the nine-month period ended September 30, 2022 and for the year ended December 31, 2021 and the notes related thereto, are filed as Exhibit 99.3 hereto and incorporated herein by reference.
| (d) | Exhibits |
The following exhibits are filed as part of this Current Report:
| (1) | Incorporated by reference to Exhibit 99.1 to New York Community Bancorp, Inc.’s Form 8-K filed with the Securities and Exchange Commission on October 28, 2022 (File No. 1-31565). |
| (2) | Incorporated by reference to Flagstar Bancorp, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022 (File No. 1-16577). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 14, 2023 | NEW YORK COMMUNITY BANCORP, INC. | |||||
| /s/ Salvatore J. DiMartino | ||||||
| Name: | Salvatore J. DiMartino | |||||
| Title: | Senior Managing Director | |||||
| Director, Investor Relations and Strategic Planning | ||||||
3
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-268056) and Form S-8 (Nos. 333-268634, 333-241023, 333-218358, 333-182334, 333-146512, 333-135279, 333-130908, 333-110361, 333-105901, 333-89826, 333-66366, 333-51998, and 333-32881) of New York Community Bancorp, Inc. of our report dated March 1, 2022 relating to the financial statements of Flagstar Bancorp, Inc., which appears in this Current Report on Form 8-K/A.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 14, 2023
PricewaterhouseCoopers LLP, One Detroit Center, 500 Woodward Avenue, Detroit, MI 48226
T: (313) 394-6000, F: (313) 394-6555, www.pwc.com/us
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of New York Community Bancorp, Inc. (“NYCB”) and Flagstar Bancorp, Inc. (“Flagstar”) as an acquisition by NYCB of Flagstar. The merger of 615 Corp., a direct, wholly owned subsidiary of NYCB (“Merger Sub”), with and into Flagstar, with Flagstar as the surviving entity (the “merger”), and the merger as soon as reasonably practicable thereafter of Flagstar with and into NYCB, with NYCB as the surviving entity, were announced on April 26, 2021. The Agreement and Plan of Merger, dated as of April 24, 2021, by and among NYCB, Merger Sub and Flagstar, as amended (the “merger agreement”), provides that each share of the common stock of Flagstar, par value $0.01 per share (“Flagstar common stock”), issued and outstanding immediately prior to the effective time of the merger (the “effective time”), except for certain shares owned by NYCB or Flagstar (subject to certain exceptions described in the merger agreement), was converted into the right to receive 4.0151 shares of the common stock of NYCB, par value $0.01 per share (“NYCB common stock”).
The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:
| • | the acquisition of Flagstar by NYCB under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations,” where the assets and liabilities of Flagstar will be recorded by NYCB at their respective fair values as of the date the merger was completed; |
| • | the distribution of shares of NYCB common stock to Flagstar’s shareholders in exchange for shares of Flagstar common stock (based upon a 4.0151 exchange ratio); and |
| • | transaction costs in connection with the merger. |
The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of NYCB and the related notes included in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021; (ii) the historical unaudited consolidated financial statements and related notes included in NYCB’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022; (iii) the historical audited consolidated financial statements of Flagstar and the related notes included in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021; and (iv) the historical unaudited consolidated financial statements and related notes included in Flagstar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the historical consolidated income statements of NYCB and Flagstar, each giving effect to the merger as if it had been completed on January 1, 2022 and January 1, 2021, respectively. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical consolidated balance sheets of NYCB and Flagstar, giving effect to the merger as if it had been completed on September 30, 2022.
The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by NYCB in accordance with Regulation S-X Article 11, Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the final purchase price allocation.
1
As of the date of this Current Report on Form 8-K/A, a detailed review of Flagstar’s accounting policies is still ongoing. Differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on NYCB’s financial information.
The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.
A final determination of the fair value of Flagstar’s assets and liabilities will be based on Flagstar’s actual assets and liabilities as of December 1, 2022, the closing date of the merger. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to the bargain purchase gain, and may instead include an allocation to goodwill. The final fair value determination may impact NYCB’s statement of income and statement of condition. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2022
| (in millions, except share data) | Historical NYCB |
Historical Flagstar |
Transaction Accounting Adjustments |
Notes |
Proforma Consolidated |
|||||||||||||
| Assets |
||||||||||||||||||
| Cash & due from banks |
142 | 313 | 455 | |||||||||||||||
| Interest bearing deposits |
1,558 | 105 | 1,663 | |||||||||||||||
| Available-for-sale securities |
6,689 | 2,627 | (13 | ) | A | 9,303 | ||||||||||||
| Held-to-maturity securities |
— | 159 | 159 | |||||||||||||||
| Equity investments |
14 | — | 14 | |||||||||||||||
| Loans held for sale |
— | 1,830 | 1,830 | |||||||||||||||
| Loans with government guarantees |
— | 1,370 | (58 | ) | B | 1,312 | ||||||||||||
| Loan and leases |
48,984 | 15,793 | (421 | ) | B | 64,356 | ||||||||||||
| Allowance for credit losses |
(218 | ) | (126 | ) | (42 | ) | C | (386 | ) | |||||||||
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|
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|
|
|
|
|
|||||||||||
| Net loans and leases |
48,766 | 17,037 | (521 | ) | 65,282 | |||||||||||||
| Mortgage servicing rights |
— | 1,026 | (15 | ) | D | 1,011 | ||||||||||||
| FHLB Stock |
630 | 329 | 959 | |||||||||||||||
| Premises and equipment |
250 | 354 | 8 | E | 612 | |||||||||||||
| Bank owned life insurance |
1,200 | 372 | 1,572 | |||||||||||||||
| Goodwill & intangible assets |
2,426 | 140 | 152 | F | 2,718 | |||||||||||||
| Other assets |
1,281 | 1,151 | 15 | G | 2,447 | |||||||||||||
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|
|
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|
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|
|||||||||||
| Total assets |
62,956 | 25,443 | (374 | ) | 88,025 | |||||||||||||
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|
|||||||||||
| Liabilities |
||||||||||||||||||
| Deposits |
41,705 | 16,591 | 41 | H | 58,337 | |||||||||||||
| Wholesale borrowings |
13,140 | 4,450 | — | 17,590 | ||||||||||||||
| Other debt |
658 | 390 | 40 | I | 1,088 | |||||||||||||
| Other liabilities |
707 | 1,396 | 103 | J | 2,206 | |||||||||||||
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|
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|
|||||||||||
| Total liabilities |
56,210 | 22,827 | 184 | 79,221 | ||||||||||||||
| Shareholders’ equity |
||||||||||||||||||
| Preferred stock |
503 | — | 503 | |||||||||||||||
| Common Stock |
5 | 1 | 1 | K | 7 | |||||||||||||
| Additional paid in capital |
6,121 | 1,361 | 648 | L | 8,130 | |||||||||||||
| Retained earnings |
957 | 1,503 | (1,456 | ) | M | 1,004 | ||||||||||||
| Treasury stock |
(238 | ) | (238 | ) | ||||||||||||||
| Accumulated other comprehensive income |
(602 | ) | (249 | ) | 249 | N | (602 | ) | ||||||||||
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|
|
|
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|
|||||||||||
| Total stockholders’ equity |
6,746 | 2,616 | (558 | ) | 8,804 | |||||||||||||
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|
|
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|
|
|
|
|||||||||||
| Total liabilities and stockholders’ equity |
62,956 | 25,443 | (374 | ) | 88,025 | |||||||||||||
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|
|
|
|
|
|||||||||||
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.
3
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Nine Months Ended September 30, 2022
| (in millions, except share data) | Historical NYCB |
Historical Flagstar |
Transaction Accounting Adjustments |
Notes |
Pro Forma Consolidated |
|||||||||||||
| Interest income | ||||||||||||||||||
| Mortgage & other loans |
1,259 | 587 | 82 | O | 1,928 | |||||||||||||
| Securities and money market investments |
152 | 53 | 34 | P | 239 | |||||||||||||
|
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|
|
|
|
|
|
|
|||||||||||
| Total interest income |
1,411 | 640 | 116 | 2,167 | ||||||||||||||
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|
|
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|
|
|
|||||||||||
| Interest expense |
||||||||||||||||||
| Deposits |
183 | 24 | 23 | Q | 230 | |||||||||||||
| Borrowed funds |
211 | 39 | 2 | R | 252 | |||||||||||||
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|
|
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|
|||||||||||
| Total interest expense |
394 | 63 | 25 | 482 | ||||||||||||||
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|
|
|
|||||||||||
| Net interest income |
1,017 | 577 | 91 | 1,685 | ||||||||||||||
| Provision for credit losses (benefit) |
9 | (8 | ) | 1 | ||||||||||||||
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|||||||||||
| Net interest income after Provision for credit losses |
1,008 | 585 | 91 | 1,684 | ||||||||||||||
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|
|||||||||||
| Non-interest income |
||||||||||||||||||
| Mortgage banking income |
— | 104 | 104 | |||||||||||||||
| Fee income |
17 | 102 | 119 | |||||||||||||||
| Bank-owned life insurance |
24 | 24 | ||||||||||||||||
| Net (loss) gain on securities |
(2 | ) | (2 | ) | ||||||||||||||
| Other |
10 | 199 | 209 | |||||||||||||||
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|
|||||||||||
| Total non-interest income |
49 | 405 | — | 454 | ||||||||||||||
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|
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| Non-interest expense |
||||||||||||||||||
| Compensation, commissions and benefits |
238 | 425 | 663 | |||||||||||||||
| Occupancy and equipment |
67 | 136 | 203 | |||||||||||||||
| General and administrative |
95 | 176 | 271 | |||||||||||||||
| Merger-related-expenses |
15 | 9 | 24 | |||||||||||||||
| Amortization of core deposit intangibles |
— | 7 | 40 | U | 47 | |||||||||||||
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| Total non-interest expense |
415 | 753 | 40 | 1,208 | ||||||||||||||
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| Income before income taxes |
642 | 237 | 51 | V | 930 | |||||||||||||
| Income tax expense |
164 | 51 | 14 | W | 229 | |||||||||||||
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| Net income |
478 | 186 | 37 | 701 | ||||||||||||||
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| Preferred stock dividends |
25 | — | — | 25 | ||||||||||||||
| Net income available to common shareholders |
453 | 186 | 37 | 676 | ||||||||||||||
| Basic earnings per common share |
$ | 0.96 | $ | 3.49 | $ | 0.99 | ||||||||||||
| Diluted earnings per share |
$ | 0.96 | $ | 3.47 | $ | 0.99 | ||||||||||||
| Dividends declared per common share |
$ | 0.17 | $ | 0.18 | $ | 0.17 | ||||||||||||
| Weighted average common shares: |
||||||||||||||||||
| Basic |
465,354,754 | 53,273,743 | 680,342,974 | |||||||||||||||
| Diluted |
466,280,938 | 53,574,690 | 681,269,158 | |||||||||||||||
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.
4
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Year Ended December 31, 2021
| (in millions, except share data) | Historical NYCB |
Historical Flagstar |
Transaction Accounting Adjustments |
Notes |
Pro Forma Consolidated |
|||||||||||||
| Interest income | ||||||||||||||||||
| Mortgage & other loans |
1,525 | 764 | 109 | O | 2,398 | |||||||||||||
| Securities and money market investments |
164 | 46 | 45 | P | 255 | |||||||||||||
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|
|||||||||||
| Total interest income |
1,689 | 810 | 154 | 2,653 | ||||||||||||||
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|||||||||||
| Interest expense |
||||||||||||||||||
| Deposits |
114 | 32 | 30 | Q | 176 | |||||||||||||
| Borrowed funds |
286 | 31 | 3 | R | 320 | |||||||||||||
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|||||||||||
| Total interest expense |
400 | 63 | 33 | 496 | ||||||||||||||
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|||||||||||
| Net interest income |
1,289 | 747 | 121 | 2,157 | ||||||||||||||
| Provision for credit losses (benefit) |
3 | (112 | ) | 117 | S | 8 | ||||||||||||
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| Net interest income after provision for credit losses |
1,286 | 859 | 4 | 2,149 | ||||||||||||||
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|||||||||||
| Non-interest Income |
||||||||||||||||||
| Mortgage banking income |
0 | 655 | 655 | |||||||||||||||
| Fee income |
23 | 176 | 199 | |||||||||||||||
| Bank-owned life insurance |
29 | 0 | 29 | |||||||||||||||
| Net (loss) gain on securities |
0 | 0 | 0 | |||||||||||||||
| Other |
9 | 213 | 222 | |||||||||||||||
| Bargain purchase gain |
0 | 0 | 165 | T | 165 | |||||||||||||
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|||||||||||
| Total non-interest income |
61 | 1,044 | 165 | 1,270 | ||||||||||||||
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|||||||||||
| Non-interest expense |
||||||||||||||||||
| Compensation, commissions and benefits |
303 | 728 | 1,031 | |||||||||||||||
| Occupancy and equipment |
88 | 188 | 276 | |||||||||||||||
| General and administrative |
127 | 267 | 394 | |||||||||||||||
| Merger-related-expenses |
23 | 19 | 105 | U | 147 | |||||||||||||
| Amortization of core deposit intangibles |
0 | 11 | 53 | V | 64 | |||||||||||||
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|||||||||||
| Total non-interest expense |
541 | 1,213 | 158 | 1,912 | ||||||||||||||
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|||||||||||
| Income before income taxes |
806 | 690 | 11 | 1,507 | ||||||||||||||
| Income tax expense |
210 | 157 | (42 | ) | W | 325 | ||||||||||||
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|||||||||||
| Net income |
596 | 533 | 53 | 1,182 | ||||||||||||||
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|||||||||||
| Preferred stock dividends |
33 | 0 | 0 | 33 | ||||||||||||||
| Net income available to common shareholders |
563 | 533 | 53 | 1,149 | ||||||||||||||
| Basic earnings per common share |
$ | 1.20 | $ | 10.10 | $ | 1.69 | ||||||||||||
| Diluted earnings per share |
$ | 1.20 | $ | 9.96 | $ | 1.69 | ||||||||||||
| Dividends declared per common share |
$ | 0.68 | $ | 0.24 | $ | 0.68 | ||||||||||||
| Weighted average common shares: |
||||||||||||||||||
| Basic |
463,865,661 | 52,792,931 | 678,853,881 | |||||||||||||||
| Diluted |
464,632,719 | 53,519,086 | 679,620,939 | |||||||||||||||
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.
5
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined income statement for the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the historical consolidated income statement of NYCB and Flagstar, each giving effect to the merger as if it had been completed on January 1, 2022 and January 1, 2021, respectively. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical consolidated balance sheets of NYCB and Flagstar, giving effect to the merger as if it had been completed on September 30, 2022.
The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger involving NYCB and Flagstar under the acquisition method of accounting with NYCB treated as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of NYCB. Under the acquisition method of accounting, the assets and liabilities of Flagstar, as of the effective time, will be recorded by NYCB at their respective fair values, and the excess of the merger consideration over the fair value of Flagstar’s net assets will be allocated to goodwill.
The merger provides for Flagstar shareholders to receive 4.0151 shares of NYCB common stock for each share of Flagstar common stock they held immediately prior to the merger. Based on the closing trading price of $9.35 for shares of NYCB common stock on November 30, 2022, the value of the merger consideration per share of Flagstar common stock was approximately $37.54.
The pro forma allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded after the merger is completed. Adjustments may include, but are not be limited to, changes in (i) Flagstar’s balance sheet through the effective time; (ii) the aggregate value of merger consideration paid if the number of shares of Flagstar common stock outstanding at the time of the merger varies from the number of shares outstanding as of September 30, 2022; (iii) total merger-related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.
6
The accounting policies of both NYCB and Flagstar are in the process of being reviewed in detail. Upon completion of such review, additional conforming adjustments or financial statement reclassification may be necessary.
Note 2. Preliminary Purchase Price Allocation
The following table summarizes the determination of the purchase price consideration:
| (Dollars in millions, except per share data, shares in thousands) | Amount | |||
| Flagstar common shares as of 11/30/22 |
53,347 | |||
| Flagstar equity award plans as 11/30/22 |
198 | |||
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|
|||
| Total shares of Flagstar |
53,545 | |||
| Exchange ratio |
4.0151 | |||
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|||
| NYCB shares issued |
214,988 | |||
| Price per share of NYCB common stock |
$ | 9.35 | ||
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|||
| Total pro forma purchase price consideration |
2,010 | |||
|
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|
|||
| Preliminary goodwill/(bargain purchase gain) |
(165 | ) | ||
|
|
|
|||
| Purchase price consideration | ||||
| (dollars in millions) | ||||
| Purchase price consideration |
2,010 | |||
| Fair value of assets acquired: |
||||
| Cash & due from Banks |
313 | |||
| Interest bearing deposits |
105 | |||
|
Available-for-sale securities |
2,614 | |||
|
Held-to-maturity securities |
159 | |||
| Loans held for sale |
1,830 | |||
| Loans with government guarantees |
1,312 | |||
| Loan and leases held for investment |
15,321 | |||
| Mortgage servicing rights |
1,011 | |||
| FHLB stock |
329 | |||
| Premises and equipment |
362 | |||
| Bank owned life insurance |
372 | |||
| Intangible assets |
292 | |||
| Other assets |
1,166 | |||
|
|
|
|||
| Total assets acquired |
25,186 | |||
| Fair value of liabilities assumed: |
||||
| Deposits |
16,632 | |||
| Wholesale Borrowings |
4,450 | |||
| Other Debt |
430 | |||
| Other Liabilities |
1,499 | |||
|
|
|
|||
| Total liabilities assumed |
23,011 | |||
| Fair value of net assets acquired |
2,175 | |||
| Preliminary goodwill/(bargain purchase gain) |
(165 | ) | ||
7
Note 3—Pro Forma Merger Adjustments
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 27% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change.
Balance Sheet
(Dollars in millions)
| A. Adjustments to investment securities to reflect estimated acquired fair value |
||||
| Estimated fair value of the acquired investment securities classified as available-for-sale |
$ | (13 | ) | |
| B. Adjustments to loans, net of unearned income |
||||
| Loans with government guarantees: |
||||
| Estimate of fair value related to current interest rates and liquidity |
$ | (58 | ) | |
| Loans and Leases: | ||||
| Estimate of fair value related to current interest rates and liquidity |
(472 | ) | ||
| Gross up of PCD loans for credit mark-See C below for allowance for credit loss |
51 | |||
|
|
|
|||
| $ | (421 | ) | ||
|
|
|
|||
| C. Adjustments to allowance for credit losses |
||||
| To reflect elimination of Flagstar allowance for credit losses on loans |
$ | 126 | ||
| Establishment of the Allowance for Credit Losses (ACL) for PCD loans estimated lifetime losses |
(51 | ) | ||
| Establishment of the ACL for non-PCD loans estimated lifetime losses |
(117 | ) | ||
|
|
|
|||
| (42 | ) | |||
|
|
|
|||
| D. Adjustments to mortgage servicing |
||||
| To reflect fair value of mortgage servicing rights |
(15 | ) | ||
| E. Adjustments to premises and equipment |
||||
| To reflect the fair value of acquired premises and equipment |
8 | |||
| F. Adjustments to goodwill and other intangible assets |
||||
| To reflect elimination of Flagstar’s goodwill and other intangibles |
$ | (140 | ) | |
| To record the estimated fair value of acquired identifiable intangible assets related to Flagstar’s non-time deposits, based on third-party estimates. The acquired core deposit intangible is assumed to be amortized over 10 years using the sum-of-the-years-digits method |
292 | |||
|
|
|
|||
| $ | 152 | |||
|
|
|
|||
| G. Adjustments to other assets |
||||
| Total deferred taxes at NYCB’s at assumed rate of 27% |
$ | 15 | ||
8
| H. Adjustment to deposits |
||||
| To reflect estimated fair value at merger date based on current market rates for similar products. |
$ | 41 | ||
| I. Adjustment to borrowed funds |
||||
| To reflect estimated fair value of wholesale borrowings at merger date based on current market rates for similar products. |
— | |||
| To reflect estimated fair value of subordinated and preferred trust notes at the merger date based on current market rates for similar products. |
40 | |||
| J. Adjustments to other liabilities |
||||
| Merger related expenses necessary to close the transaction are estimated at $105 million, which includes a $25 million contribution to the Flagstar Foundation |
$ | 105 | ||
| To reflect fair value of other liabilities |
(2 | ) | ||
|
|
|
|||
| $ | 103 | |||
|
|
|
|||
| K. Adjustments to common stock |
||||
| To reflect elimination of Flagstar common stock |
$ | (1 | ) | |
| To reflect issuance of NYCB common stock to in connection with the acquisition |
2 | |||
|
|
|
|||
| $ | 1 | |||
|
|
|
|||
| L. Adjustments to paid-in capital in excess of par |
||||
| To reflect elimination of Flagstar’s paid-in capital in excess of par |
$ | (1,361 | ) | |
| To reflect issuance of NYCB common stock in excess of par value |
2,009 | |||
|
|
|
|||
| $ | 648 | |||
|
|
|
|||
| M. Adjustment to retained earnings |
||||
| To reflect elimination of Flagstar’s retained earnings |
$ | (1,503 | ) | |
| Adjustment to reflect preliminary estimate of bargain gain from business combination |
165 | |||
| Net impact to retained earnings of Flagstar’s one-time transaction costs, purchase accounting adjustments and the establishment of the allowance for credit losses |
(118 | ) | ||
|
|
|
|||
| $ | (1,456 | ) | ||
|
|
|
|||
| N. Adjustment to accumulated other comprehensive loss, net of tax |
||||
| To reflect elimination of Flagstar’s accumulated other comprehensive income |
$ | 249 | ||
9
Note 4. Pro Forma Merger Adjustments to the Unaudited Pro Forma Condensed Combined Income Statements
Income Statement
(Dollars in millions)
| Nine Months Ended September 30, 2022 |
Year Ended December 31, 2021 |
|||||||
| O. Adjustment to loan interest income |
||||||||
| To reflect accretion of loan discount from estimated value adjustments over the estimated remaining terms to maturity of the loans |
$ | 82 | $ | 109 | ||||
| P. Adjustment to securities interest income |
||||||||
| To reflect accretion of investment securities discount from estimated fair value adjustment |
$ | 34 | $ | 45 | ||||
| Q. Adjustment to deposit interest expense |
||||||||
| To reflect amortization of deposit premium resulting from deposit estimated fair value adjustment over the remaining terms to maturity of the deposits |
$ | 23 | $ | 30 | ||||
| R. Adjustment to borrowed funds interest expense |
||||||||
| To reflect amortization of borrowed funds premium resulting from borrowed funds fair value adjustment |
$ | 2 | $ | 3 | ||||
| S. Adjustment for the provision for credit losses |
||||||||
| To reflect the increase in the provision for credit losses for non-PCD loans estimated lifetime losses |
$ | 117 | ||||||
| T. Bargain Purchase Gain |
||||||||
| To reflect the bargain purchase gain which is non-taxable. |
$ | 165 | ||||||
10
| U. Merger costs |
||||||||
| Merger related expenses necessary to close the transaction are estimated at $105 million, which includes a $25 million contribution to the Flagstar Foundation. |
$ | 105 | ||||||
| V. Adjustment to amortization of core deposit intangibles |
||||||||
| To reflect amortization of acquired identifiable intangible assets based on amortization period of 10 years and using the sum-of-the-years-digits method of amortization |
$ | 40 | $ | 53 | ||||
| W. Adjustment to income tax expense |
||||||||
| To reflect the income tax effect of pro forma adjustments for the periods |
$ | 14 | $ | (42 | ) | |||
11