UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
----------
For the Quarter Ended
June 30, 1999
OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
0-22516
-------
Securities and Exchange Commission File Number
GreenPoint Financial Corp.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1379001
-------- ----------
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
90 Park Avenue, New York, New York 10016
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(212) 834-1730 Not Applicable
-------------- --------------
(Registrant's telephone number, (Former name, former address and former
including area code) fiscal year if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
|X| Yes |_| No
As of August 11, 1999 there were 109,388,000 shares of common stock
outstanding.
<PAGE>
GreenPoint Financial Corp.
FORM 10-Q
For the Quarter Ended
June 30, 1999
INDEX
PART I - FINANCIAL INFORMATION Page
----
Item 1 - Financial Statements
Consolidated Statements of Financial Condition (unaudited) as of
June 30, 1999 and December 31, 1998 3
Consolidated Statements of Income (unaudited) for the quarters and six
month periods ended June 30, 1999 and 1998 4
Consolidated Statements of Comprehensive Income (unaudited) for the
quarters and six month periods ended June 30, 1999 and 1998 5
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
for the six month periods ended June 30, 1999 and 1998 6
Consolidated Statements of Cash Flows (unaudited) for the six month
periods ended June 30, 1999 and 1998 7
Notes to the Unaudited Consolidated Financial Statements 8
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 17
Item 3 - Quantitative and Qualitative Disclosure about Market Risk 30
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 33
Item 4 - Submission of Matters to a Vote of Securities Holders 34
Item 6 - Exhibits and Reports on Form 8-K 35
2
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
(In thousands, except share amounts)
<S> <C> <C>
ASSETS
Cash and due from banks $ 178,479 $ 164,197
Money market investments 829,862 924,175
Loans receivable held for sale 1,733,641 1,578,062
Securities available for sale 1,056,421 1,337,584
Federal Home Loan Bank of New York stock 91,791 --
Retained interests in securitizations 56,954 67,327
Securities held to maturity (fair value of $2,469
and $3,287, respectively) 2,457 3,274
Trading assets 50,227 --
Loans receivable held for investment:
Mortgage loans 9,193,767 9,273,340
Other loans 123,897 127,238
Deferred loan fees and unearned discount (4,143) (14,278)
Allowance for possible loan losses (113,000) (113,000)
------------ ------------
Loans receivable held for investment, net 9,200,521 9,273,300
------------ ------------
Other interest-earning assets 121,100 118,284
Servicing assets 167,616 145,927
Accrued interest receivable, net 75,507 87,019
Banking premises and equipment, net 140,915 140,268
Deferred income taxes, net 39,751 47,400
Goodwill 981,404 1,014,349
Other assets 114,360 114,783
------------ ------------
Total assets $ 14,841,006 $ 15,015,949
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
N.O.W. and checking $ 519,754 $ 539,890
Savings 1,480,223 1,551,879
Variable rate savings 1,947,554 1,804,491
Money market 492,154 524,270
Term certificates of deposit 7,041,772 6,752,585
------------ ------------
Total deposits 11,481,457 11,173,115
------------ ------------
Mortgagors' escrow 115,029 128,091
Securities sold under agreements to repurchase 155,057 384,908
Federal Home Loan Bank of New York advances 100,000 --
Notes payable 91,629 608,000
Long term debt 199,887 199,868
Guaranteed preferred beneficial interest in Company's junior subordinated
debentures 199,736 199,731
Accrued income taxes payable 43,832 56,958
Other liabilities 418,605 342,702
------------ ------------
Total liabilities 12,805,232 13,093,373
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock ($0.01 par value; 50,000,000 shares authorized; none issued) -- --
Common stock ($0.01 par value; 220,000,000 shares authorized;
110,261,164 shares issued) 1,103 1,103
Additional paid-in capital 858,039 1,278,795
Unallocated Employee Stock Ownership Plan (ESOP) shares (107,599) (110,101)
Unearned stock plans shares (3,873) (4,459)
Retained earnings 1,329,236 1,273,264
Accumulated other comprehensive income, net (7,498) 4,699
Treasury stock, at cost (1,163,868 and 15,618,745 shares, respectively) (33,634) (520,725)
------------ ------------
Total stockholders' equity 2,035,774 1,922,576
------------ ------------
Total liabilities and stockholders' equity $ 14,841,006 $ 15,015,949
============ ============
</TABLE>
(See accompanying notes to the unaudited consolidated financial statements)
3
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans held for investment $ 195,777 $ 200,164 $ 392,128 $ 398,825
Loans held for sale 36,229 13,864 67,015 29,931
Money market investments 8,036 12,313 19,342 28,523
Securities 17,533 30,199 37,161 58,071
Other 7,798 2,735 16,087 5,672
--------- --------- --------- ---------
Total interest income 265,373 259,275 531,733 521,022
--------- --------- --------- ---------
Interest expense:
Deposits 118,506 116,009 234,431 232,011
Trading liabilities 13 15 33 35
Securities sold under agreements to repurchase 3,081 7,441 9,650 18,311
Notes payable 708 2,808 8,106 5,358
Long-term debt 8,042 8,041 16,085 16,082
--------- --------- --------- ---------
Total interest expense 130,350 134,314 268,305 271,797
--------- --------- --------- ---------
Net interest income 135,023 124,961 263,428 249,225
Provision for possible loan losses (1,657) (3,170) (4,454) (7,182)
--------- --------- --------- ---------
Net interest income after provision for
possible loan losses 133,366 121,791 258,974 242,043
--------- --------- --------- ---------
Non-interest income:
Income from fees and commissions:
Mortgage loan operations fee income 5,718 4,408 10,857 7,905
Loan servicing fees 21,006 775 43,782 1,892
Banking services fees and commissions 7,579 6,680 14,548 13,086
Net gain on securities 410 287 1,018 1,422
Net gain on sales of loans 57,953 22,789 114,410 53,647
Other income 1,625 637 3,863 823
--------- --------- --------- ---------
Total non-interest income 94,291 35,576 188,478 78,775
--------- --------- --------- ---------
Non-interest expense:
Salaries and benefits 52,626 31,493 106,081 66,032
Employee Stock Ownership and stock plans
expense 5,475 6,098 10,731 11,661
Net expense of premises and equipment 18,534 14,282 36,906 28,253
Advertising 2,330 1,740 4,055 3,501
Federal deposit insurance premiums 652 669 1,309 1,350
Charitable and educational foundation 1,875 1,875 3,750 3,750
Other administrative expenses 26,955 15,667 72,718 30,369
Other real estate owned operating income, net (924) (2,035) (2,872) (3,604)
Goodwill amortization 19,890 11,561 39,848 23,123
Restructuring charge -- -- 6,000 --
Non-recurring personnel expense -- -- -- 8,335
--------- --------- --------- ---------
Total non-interest expense 127,413 81,350 278,526 172,770
--------- --------- --------- ---------
Income before income taxes 100,244 76,017 168,926 148,048
Income taxes related to earnings 40,348 29,550 74,002 59,563
Income taxes related to S corporation conversion -- -- -- 18,488
--------- --------- --------- ---------
Net income $ 59,896 $ 46,467 $ 94,924 $ 69,997
========= ========= ========= =========
Basic earnings per share $ 0.63 $ 0.56 $ 1.00 $ 0.85
========= ========= ========= =========
Diluted earnings per share $ 0.61 $ 0.54 $ 0.98 $ 0.82
========= ========= ========= =========
</TABLE>
(See accompanying notes to the unaudited consolidated financial statements)
4
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1999 1998 1999 1998
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Net income $ 59,896 $ 46,467 $ 94,924 $ 69,997
-------- -------- -------- --------
Other comprehensive income, before tax:
Unrealized (loss) gain on securities:
Unrealized holding (loss) gain
arising during period (16,020) 4,718 (20,144) 7,811
Less: reclassification adjustment
for gains included in net income 410 287 1,018 1,422
-------- -------- -------- --------
Other comprehensive income, before tax (16,430) 4,431 (21,162) 6,389
Income tax expense related to items of
other comprehensive income 6,962 (1,893) 8,965 (2,779)
-------- -------- -------- --------
Other comprehensive income, net of tax (9,468) 2,538 (12,197) 3,610
-------- -------- -------- --------
Total comprehensive income, net of tax $ 50,428 $ 49,005 $ 82,727 $ 73,607
======== ======== ======== ========
</TABLE>
(See accompanying notes to the unaudited consolidated financial statements)
5
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
1999 1998
----------- -----------
(In thousands)
<S> <C> <C>
Common stock
Balance at beginning of period $ 1,103 $ 1,103
----------- -----------
Balance at end of period 1,103 1,103
----------- -----------
Additional paid-in capital
Balance at beginning of period 1,278,795 830,561
Reissuance of treasury stock (431,823) 712
Issuance of common stock -- 62,453
Constructive recapitalization of S corporation undistributed earnings -- 29,354
Amortization of ESOP shares committed to be released 7,571 8,521
Amortization of stock plans shares 72 963
Tax benefit for vested stock plans shares 3,424 16,170
----------- -----------
Balance at end of period 858,039 948,734
----------- -----------
Unallocated ESOP shares
Balance at beginning of period (110,101) (114,939)
Amortization of ESOP shares committed to be released 2,502 2,421
----------- -----------
Balance at end of period (107,599) (112,518)
----------- -----------
Unearned stock plans shares
Balance at beginning of period (4,459) (7,019)
Amortization of stock plans shares 586 1,974
----------- -----------
Balance at end of period (3,873) (5,045)
----------- -----------
Retained earnings
Balance at beginning of period 1,273,264 1,208,818
Net income 94,924 69,997
Constructive recapitalization of S corporation undistributed earnings -- (29,354)
Dividends declared (38,952) (22,560)
Accrued distribution to S corporation stockholders -- (13,749)
Reissuance of treasury stock -- (5,232)
----------- -----------
Balance at end of period 1,329,236 1,207,920
----------- -----------
Accumulated other comprehensive income, net
Balance at beginning of period 4,699 (3,555)
Net change in accumulated other comprehensive income, net (12,197) 3,610
----------- -----------
Balance at end of period (7,498) 55
----------- -----------
Treasury stock, at cost
Balance at beginning of period (520,725) (578,835)
Reissuance of treasury stock 487,091 13,496
Purchase of treasury stock -- (86,322)
----------- -----------
Balance at end of period (33,634) (651,661)
----------- -----------
Total stockholders' equity $ 2,035,774 $ 1,388,588
=========== ===========
</TABLE>
(See accompanying notes to the unaudited consolidated financial statements)
6
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
1999 1998
----------- -----------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 94,924 $ 69,997
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for possible loan losses 4,454 7,182
Depreciation and amortization of premises and equipment 15,009 10,892
Goodwill amortization 39,848 23,123
Accretion of discount on securities, net of premium amortization (3,410) (3,291)
Net change in trading assets (97) 24,877
Net change in trading liabilities -- (10,592)
Net change in retained interests in securitizations 11,376 (8,190)
ESOP and stock plans expense 10,731 11,661
Non-recurring personnel expense -- 8,335
Gain on securities transactions (1,018) (1,422)
Net change in loans held for sale (46,055) (193,122)
Net gain on loans held for sale (114,410) (53,647)
Net gain on sales of other real estate owned (3,398) (5,088)
Capitalization of servicing rights (47,030) (8,883)
Amortization and impairment of servicing rights 25,341 7,648
Deferred income taxes 16,610 29,514
Increase in other assets (3,604) (11,617)
Increase in other liabilities 27,255 35,425
Other, net (11,017) (2,180)
----------- -----------
Net cash provided by (used in) operating activities 15,509 (69,378)
----------- -----------
Cash flows from investing activities:
Loan originations, net of principal repayments 71,325 (228,897)
Proceeds from sales of other real estate owned 11,534 13,765
Purchases of securities available for sale (1,476,353) (1,781,912)
Proceeds from maturities of securities available for sale 1,626,020 1,407,621
Proceeds from sales of securities available for sale 1,018 351,911
Principal repayments on securities 113,533 146,126
Purchase of Federal Home Loan Bank stock (91,791) --
Purchases of premises and equipment (15,656) (12,248)
----------- -----------
Net cash provided by (used in) investing activities 239,630 (103,634)
----------- -----------
Cash flows from financing activities:
Net deposits (withdrawals) from depositors' accounts 307,798 (157,806)
Borrowing on notes payable 2,810,790 3,461,363
Payments on notes payable (3,327,413) (3,418,646)
Net increase (decrease) on lease payable 252 (100)
Proceeds from Federal Home Loan Bank stock 100,000 --
Payments for cash dividends (38,952) (22,560)
Stock offering 47,351 62,453
Exercise of stock options 7,917 8,978
Purchase of treasury stock -- (86,322)
Securities sold under agreements to repurchase (229,851) 43,451
Net (decrease) increase in mortgagors' escrow (13,062) 20,765
----------- -----------
Net cash used in financing activities (335,170) (88,424)
----------- -----------
Net decrease in cash and cash equivalents (80,031) (261,436)
Cash and cash equivalents at beginning of period 1,088,372 1,157,503
----------- -----------
Cash and cash equivalents at end of period $ 1,008,341 $ 896,067
=========== ===========
Non-cash activities:
Additions to other real estate owned, net $ 4,638 $ 13,265
=========== ===========
Loans to facilitate sales of other real estate $ -- $ 11,907
=========== ===========
Unsettled trades $ 50,130 $ 142,507
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 76,873 $ 63,421
=========== ===========
Interest paid $ 243,918 $ 258,656
=========== ===========
</TABLE>
(See accompanying notes to the unaudited consolidated financial statements)
7
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
(a) Basis of Presentation
The unaudited consolidated financial statements of GreenPoint Financial Corp.
and Subsidiaries ("GreenPoint" or the "Company") are prepared in accordance with
generally accepted accounting principles for interim financial information. In
the opinion of management, all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of the Company's interim financial
condition as of the dates indicated and the results of operations for the
periods presented have been included. Certain reclassifications have been made
to the prior period financial statements to conform to the current year
presentation. The results of operations for the interim periods shown are not
necessarily indicative of results that may be expected for the entire year.
The unaudited consolidated interim financial statements presented should be read
in conjunction with the consolidated financial statements and notes included in
the Company's Annual Report to shareholders for the year ended December 31,
1998.
(b) Accounting for Loan Sales
The Company sells loans both in the whole loan market as well as through various
securitization vehicles.
When the Company sells mortgages on a whole loan basis, in some cases it retains
the servicing rights related to the loans. In instances where the Company does
not retain the servicing rights to the loans, the gain or loss on the sale is
equal to the difference between the proceeds received and the book basis of the
loans sold. In instances where the Company does retain the servicing rights, the
gain or loss also depends in part on the fair value attributed to the servicing
rights.
When the Company securitizes manufactured housing loans and mortgages it may
retain interest-only strips, one or more subordinated tranches, servicing rights
and in some cases a cash reserve account, all of which are retained interests in
the securitized assets. In addition, the Company may provide a corporate
guarantee issued by GreenPoint Bank (the "Bank") and backed by a letter of
credit. In calculating the gain or loss on the sale, the Company allocates the
previous cost basis of the loans sold between the assets sold and the retained
interests and servicing rights based on their relative fair values at the date
of sale. The corporate guarantee is recorded at its estimated fair value at the
date of sale which reduces the proceeds of the sale. A gain or loss is
recognized as the difference between the proceeds from the sale and the
allocated cost basis of the assets sold. Subsequent to the sale, interest-only
strips and subordinated tranches are carried at fair value and the accounting
for servicing rights and the corporate guarantee is based in part on fair
values.
To obtain fair values, quoted market prices are used if available. Because fair
market quotes are generally not available for retained interests, servicing
rights and corporate guarantees, the Company generally estimates fair value
based upon the present value of estimated future cash flows using assumptions of
prepayments, defaults, servicing costs, loss severity rates, and discount rates
that the Company believes market participants would use for similar assets and
liabilities.
8
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
2. Business Combinations
On March 30, 1999, the Company completed the acquisition of Headlands Mortgage
Company ("Headlands"). The acquisition was accounted for as a tax-free pooling
of interests, with 0.62 shares of the Company's stock being exchanged for each
share of Headlands stock. Accordingly, the Company's consolidated financial
statements have been restated for all periods prior to the business combination
to include the combined financial results of GreenPoint and Headlands. The
acquisition of GreenPoint Credit Corp. ("GreenPoint Credit") on September 30,
1998 was recorded as a purchase, and accordingly the prior period comparisons do
not include GreenPoint Credit results.
There were no transactions between GreenPoint and Headlands prior to the
acquisition. Certain reclassifications were made to the Headlands financial
statements to conform to GreenPoint's presentations.
The following table represents a reconciliation of net interest income and net
income previously reported by the Company to those presented in the accompanying
consolidated financial statements.
Quarter Ended Six Months Ended
June 30, 1998 June 30, 1998
------------- ----------------
(In thousands)
Net interest income
GreenPoint $ 118,907 $ 238,257
Headlands 6,054 10,968
--------- ---------
Combined $ 124,961 $ 249,225
========= =========
Net income (loss)
GreenPoint $ 39,415 $ 73,001
Headlands 7,052 (3,004)
--------- ---------
Combined $ 46,467 $ 69,997
========= =========
3. Stock Incentive Plan
For the six months ended June 30, 1999, the Company granted options to purchase
1,566,000 shares of the Company's common stock to certain officers, at an
average exercise price of $32.43. These awards vest over two to three years on
the anniversary dates of the awards.
4. Non-Employee Directors' Stock Option Grants
During the six months ended June 30, 1999, the Company granted options to
purchase 44,000 shares of the Company's common stock to non-employee directors,
at an average exercise price of $34.75. These awards vest after one year on the
anniversary dates of the awards.
9
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
5. Income Taxes Related to S Corporation Conversion
On January 31, 1998, Headlands converted from an S corporation to a C
corporation. As a C corporation, the Company bears the tax obligation relating
to the net income earned for federal and state tax purposes.
The accompanying consolidated statements of income for the quarter and six
months ended June 30, 1999 and 1998 reflect the income tax expense of the
Company as if it had been subject to federal and state C corporation income
taxes for all periods presented. The information also takes into consideration
the one-time, non-cash charge relating to deferred income taxes on historical
earnings resulting from termination of Headlands' S corporation status.
6. Loans Receivable Held for Sale
The following table sets forth the composition of the Company's loans receivable
held for sale, at the dates indicated.
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------- -----------
(In thousands)
<S> <C> <C>
Loans receivable held for sale:
Residential mortgage loans $ 877,848 $ 838,026
Home equity lines of credit 275,034 68,135
Manufactured housing loans 487,737 535,237
Manufactured housing land/home loans 98,916 139,088
Guaranteed student loans 2,370 3,340
Deferred loan origination fees and unearned discount (8,264) (5,764)
----------- -----------
Loans receivable held for sale, net $ 1,733,641 $ 1,578,062
=========== ===========
</TABLE>
10
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
7. Securities
Securities held at June 30, 1999 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Securities Available for Sale
U.S. Government and Federal Agency Obligations:
Agency notes/Asset-backed securities $ 86,037 $ 32 $ (810) $ 85,259
Mortgage-backed securities 608,611 2 (12,028) 596,585
Collateralized mortgage obligations 180,972 25 (643) 180,354
Trust certificates collateralized by GNMA securities 20,289 -- (51) 20,238
Commercial paper 75,139 -- -- 75,139
Corporate bonds 24,276 -- (392) 23,884
Corporate asset-backed securities 25,000 -- (63) 24,937
Other 50,017 10 (2) 50,025
---------- ---------- ---------- ----------
Total securities available for sale $1,070,341 $ 69 $ (13,989) $1,056,421
========== ========== ========== ==========
Securities Held to Maturity
Tax exempt municipals $ 555 $ 12 $ -- $ 567
Other 1,902 -- -- 1,902
---------- ---------- ---------- ----------
Total securities held to maturity $ 2,457 $ 12 $ -- $ 2,469
========== ========== ========== ==========
Trading Assets
U.S. Treasury notes/bills $ 50,125 $ 102 $ -- $ 50,227
========== ========== ========== ==========
</TABLE>
Securities held at December 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Securities Available for Sale
U.S. Government and Federal Agency Obligations:
Agency notes/Asset-backed securities $ 260,500 $ 123 $ (313) $ 260,310
Mortgage-backed securities 560,992 5,505 (52) 566,445
Collateralized mortgage obligations 206,246 3,414 (81) 209,579
Trust certificates collateralized by GNMA securities 26,611 -- (107) 26,504
Commercial paper 145,705 -- -- 145,705
Corporate bonds 24,268 22 (57) 24,233
Corporate asset-backed securities 25,000 -- (141) 24,859
Other 80,017 9 (77) 79,949
---------- ---------- ---------- ----------
Total securities available for sale $1,329,339 $ 9,073 $ (828) $1,337,584
========== ========== ========== ==========
Securities Held to Maturity
Tax exempt municipals $ 575 $ 13 $ -- $ 588
Other 2,699 -- -- 2,699
---------- ---------- ---------- ----------
Total securities held to maturity $ 3,274 $ 13 $ -- $ 3,287
========== ========== ========== ==========
</TABLE>
Estimated fair values for securities are based on published market or securities
dealers' estimated prices.
During the quarter ended June 30, 1999, the Company sold no available for sale
securities.
Expired option contracts generated $0.4 million in gains.
During the quarter ended June 30, 1999, the Company sold $98.0 million in
trading assets, resulting in gross realized gains of $37 thousand and gross
realized losses of $40 thousand.
The average maturities of the securities available for sale, held to maturity,
and trading assets at June 30, 1999 are approximately 11.6, 9.7 and 2.0 years,
respectively.
Mortgage-backed securities and collateralized mortgage obligations, most of
which have contractual maturities of more than 10 years, are subject to
scheduled and non-scheduled principal payments, which shorten the average life
to an estimated 5.2 years.
11
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
8. Loan Sales
During the quarter ended June 30, 1999, the Company sold $810.1 million of
manufactured housing loans in a securitization transaction for a gain of $20.6
million. The Company retained servicing responsibilities and subordinated
interests related to this securitization. The Company receives annual servicing
fees approximating 1.0% for these manufactured housing loans and rights to
future cash flows arising after the investors in the securitization trust
receive the return for which they are contracted. The investors and the
securitization trust have no recourse to the Company's other assets for failure
of debtors to pay when due except for the liability under the corporate
guarantee related to this securitization which totaled $9.6 million. In
addition, the Company's retained interests are generally subordinate to
investors' interests.
Key economic assumptions used in measuring the significant retained interests
resulting from the securitization completed during the quarter ended June 30,
1999 were as follows:
Quarter Ended
June 30, 1999
------------------------------
Manufactured Housing Loans
Fixed Rate Variable Rate
---------- -------------
Weighted average prepayment rate (1) 10.20% 14.60%
Weighted average life (in years) 5.5 4.4
Weighted average default rate 3.69% 3.86%
Loss severity rate 57.40% 51.40%
Asset cash flows discounted at 14% 14%
Corporate guarantee discounted at 6% 6%
(1) Excludes weighted average default rate.
During the quarters ended June 30, 1999 and 1998, the Company also sold as whole
loans certain mortgage loans with principal balances outstanding of $2.2 billion
and $1.9 billion, respectively, for pretax gains of $37.4 million and $22.8
million, respectively. The Company retained servicing on a portion of those
mortgages but did not retain any other interests in those mortgages.
12
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Securitization Interests
Securitization interests consist of various assets and liabilities generated by
the Company's loan securitization activities. These interests include servicing
rights, retained interest in securitizations and corporate guarantees. These
interests are summarized as follows:
Retained Interests in Securitizations:
June 30, 1999
--------------------------------------------
Manufactured
Mortgage Housing Total
--------------- --------------- --------------
(In thousands)
Subordinated certificates $ 7,075 $ -- $ 7,075
Interest-only strip 8,482 12,307 20,789
Transferor interest 29,090 -- 29,090
-------- -------- --------
$ 44,647 $ 12,307 $ 56,954
======== ======== ========
December 31, 1998
--------------------------------------------
Manufactured
Mortgage Housing Total
--------------- --------------- --------------
(In thousands)
Subordinated certificates $ 20,984 $ -- $ 20,984
Interest-only strip 12,736 9,207 21,943
Transferor interest 24,400 -- 24,400
-------- -------- --------
$ 58,120 $ 9,207 $ 67,327
======== ======== ========
Servicing Assets:
June 30, December 31,
1999 1998
--------------- ---------------
(In thousands)
Mortgage $ 44,627 $ 30,870
Manufactured housing 122,989 115,057
-------- --------
$167,616 $145,927
======== ========
Corporate Guarantees:
The Company has issued corporate guarantees with respect to $2.4 billion of
securitized manufacturing housing loans. The maximum amount of recourse exposure
under these corporate guarantees amounts to $270.8 million and $84.3 million as
of June 30, 1999 and December 31, 1998, respectively. The Company has
established a liability for its estimated losses under these corporate
guarantees of $15.7 million and $5.2 million as of June 30, 1999 and December
31, 1998, respectively.
13
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
10. Notes Payable
Notes payable consist of the following:
June 30, December 31,
1999 1998
------------- ------------
(In thousands)
Warehouse line of credit with banks,
expiring on November 4, 1999, $220 million
at June 30, 1999 and $750 million at
December 31, 1998, and interest bearing
variable interest rates, including a rate
adjusted for compensating balances. $ 85,000 $ 601,623
Master base agreement with a leasing
company, secured by fixed assets of
the Company, bearing various interest
rates based on LIBOR. 6,629 6,377
------------- -----------
$ 91,629 $ 608,000
============= ===========
11. Restructuring Charge
For the quarter ended March 31, 1999, the Company recorded a pre-tax
restructuring charge of $6.0 million pertaining to the integration of Headlands
and GreenPoint Mortgage. At June 30, 1999 approximately $5.5 million remains of
this reserve, which will be utilized to absorb related severance expense.
14
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
12. Business Segments
The Company consists of three domestic business segments offering unique
products and services. The Mortgage Banking segment is in the business of
originating, selling, securitizing and servicing residential mortgage loans. The
Company has historically funded its mortgage portfolio with consumer deposits
raised through its Consumer Banking operations. The Consumer Banking segment
consists of 73 full service banking offices offering a variety of financial
services to the Greater New York City area. The Manufactured Housing segment
primarily originates, securitizes and services manufactured housing loans.
The accounting policies of the segments are the same as described in Note 1
"Summary of Significant Accounting Policies." The Company evaluates the
performance of its business segments based on income before income taxes.
Expenses under the direct control of each business segment and the expense of
premises and equipment incurred to support business operations are allocated
accordingly, by segment. The expenses relating to the executive, strategic
planning, information systems personnel, finance, audit and human resources
functions of the Company are not allocated to individual operating segments. As
the Company purchased the Manufactured Housing business segment on September 30,
1998, financial information pertaining to this segment is presented only for
1999.
<TABLE>
<CAPTION>
Quarter Ended June 30, 1999
---------------------------------------------------------------------------------------------------
Manuf. Segment Consolidated
Mortgage Consumer Housing Totals Other (1) Totals
----------- ----------- ----------- ----------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 65,776 $ 51,023 $ 7,423 $ 124,222 $ 10,801 $ 135,023
Income from fees and commissions 5,004 7,575 1,522 14,101 1,317 15,418
Loan servicing fees 524 -- 20,482 21,006 -- 21,006
Net gain on sales of loans 37,377 17 20,559 57,953 -- 57,953
Depreciation and amortization 3,605 12,321 8,931 24,857 5,304 30,161
Segment income (loss)
before taxes 70,950 26,188 11,355 108,493 (8,249) 100,244
Other significant non-cash items:
ESOP and stock plans expense 1,179 1,197 2,069 4,445 1,030 5,475
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $10,484,497 $12,008,189 $ 1,333,275 $23,825,961 $(8,984,955) $14,841,006
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended June 30, 1998
---------------------------------------------------------------------------------------------------
Manuf. Segment Consolidated
Mortgage Consumer Housing Totals Other (1) Totals
----------- ----------- ----------- ----------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 67,988 $ 55,172 $ -- $ 123,160 $ 1,801 $ 124,961
Income from fees and commissions 4,132 6,680 -- 10,812 664 11,476
Loan servicing fees 775 -- -- 775 -- 775
Net gain on sales of loans 22,775 14 -- 22,789 -- 22,789
Depreciation and amortization 2,221 12,991 -- 15,212 2,061 17,273
Segment income (loss)
before taxes 63,020 29,417 -- 92,437 (16,420) 76,017
Other significant non-cash items:
ESOP and stock plans expense 1,965 1,997 -- 3,962 2,136 6,098
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $10,125,632 $11,387,277 $ -- $21,512,909 $(6,953,055)(3) $14,559,854
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
---------------------------------------------------------------------------------------------------
Manuf. Segment Consolidated
Mortgage Consumer Housing Totals Other (1) Totals
----------- ----------- ----------- ----------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 134,177 $ 101,626 $ 12,838 $ 248,641 $ 14,787 $ 263,428
Income from fees and commissions 10,864 14,541 3,685 29,090 674 29,764
Loan servicing fees 1,030 -- 42,752 43,782 -- 43,782
Net gain on sales of loans 74,503 52 39,855 114,410 -- 114,410
Depreciation and amortization 6,646 24,684 17,971 49,301 5,556 54,857
Segment income (loss)
before taxes 132,424(2) 51,738 21,736 205,898 (36,972) 168,926
Other significant non-cash items:
ESOP and stock plans expense 2,328 2,372 4,051 8,751 1,980 10,731
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $10,484,497 $12,008,189 $ 1,333,275 $23,825,961 $(8,984,955)(3) $14,841,006
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998
---------------------------------------------------------------------------------------------------
Manuf. Segment Consolidated
Mortgage Consumer Housing Totals Other (1) Totals
----------- ----------- ----------- ----------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 133,770 $ 109,535 $ -- $ 243,305 $ 5,920 $ 249,225
Income from fees and commissions 7,715 13,086 -- 20,801 856 21,657
Loan servicing fees 1,892 -- -- 1,892 -- 1,892
Net gain on sales of loans 53,604 43 -- 53,647 -- 53,647
Depreciation and amortization 4,108 25,950 -- 30,058 3,957 34,015
Segment income (loss)
before taxes 129,736 56,803 -- 186,539 (38,491) 148,048
Other significant non-cash items:
ESOP and stock plans expense 3,829 3,996 -- 7,825 3,836 11,661
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $10,125,632 $11,387,277 $ -- $21,512,909 $(6,953,055)(3) $14,559,854
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents unallocated corporate amounts.
(2) Segment income includes $13.9 million of expenses related to the Headlands
acquisition. Excluding this non-recurring charge, segment income would be
$146.3 million.
(3) For the purpose of internal management reporting, the Company records
intersegment funds transfers and eliminates these transfers on a
consolidated basis for GAAP reporting. Intersegment assets and liabilities
eliminated for consolidation purposes were $11.3 billion and $10.7 billion
for the six months ended June 30, 1999 and 1998, respectively. Net
interest income corresponding to the assumed funds transfers is allocated
accordingly.
13. Impact of Recent Accounting Pronouncement
In June 1999, The Financial Accounting Standards Board ("FASB") issued Statement
No. 137, "Accounting for Derivative and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133 -- an amendment of FASB Statement No.
133", which delayed the effective date of FASB Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133 will be
effective for the Company on January 1, 2001. Management of the Company is in
the process of assessing the impact of the adoption of SFAS 133 on the Company's
earnings and financial position.
16
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Item 2 -Management's Discussion and Analysis of
Financial Condition and Results of Operations
<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------------------------------
Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30,
1999 1999 1998 1998 1998
------------- ------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C>
Performance Ratios (Annualized):
Core cash earnings return on average
assets (1) 2.31% 2.22%(2) 1.65% 1.98% 1.88%
Core cash earnings return on average
equity (1) 17.02 16.98(2) 12.97 16.11 18.86
Core return on average assets 1.62 1.54(2) 0.98 1.50 1.36
Core return on average equity 11.95 12.12(2) 7.70 12.19 13.66
Net interest margin 4.10 3.83 3.97 4.03 3.94
Net interest spread during period 3.75 3.51 3.66 3.59 3.62
Operating expense to average assets(4) 2.94 2.82 2.88 2.17 2.10
Efficiency ratio (5) 47.3 47.4 56.6 43.6 44.7
Average interest-earning assets to average
interest bearing liabilities 1.09x 1.08x 1.08x 1.11x 1.08x
Regulatory Capital Ratios:
Company:
Leverage capital (6) 9.04% 8.48% 7.90% 8.15% 7.86%
Risk-based capital (6):
Tier 1 12.21 12.68 12.65 13.29 14.98
Total 13.27 13.90 13.90 14.54 16.24
Bank:
Leverage capital (6) 7.80 7.08 6.75 6.71 7.79
Risk-based capital (6):
Tier 1 10.48 10.58 10.74 10.90 14.83
Total 11.55 11.81 11.99 12.16 16.08
Per Share Data:
Core cash earnings (1)* $ 0.87 $ 0.86(2) $ 0.64 $ 0.75 $ 0.75
Common book value** $ 20.75 $ 20.39 $ 19.99 $ 19.91 $ 16.39
Tangible common book value** $ 10.74 $ 10.17 $ 9.45 $ 9.26 $ 9.85
* Average shares used in calculation 98,189,000 96,372,000 96,070,000 93,397,000 85,538,000
** Period-end shares used in calculation 98,129,000 97,969,000 96,154,000 96,178,000 84,703,000
Total shares issued and outstanding 109,097,000 108,909,000 106,908,000 107,386,000 95,597,000
Asset Quality Ratios:
Non-performing loans to total loans held
for investment 2.72% 2.97% 3.03% 3.16% 3.39%
Non-performing assets to total assets 1.76 1.88 1.98 2.12 2.36
Allowance for possible loan losses to:
Non-performing loans 44.65 40.60 39.63 37.92 35.79
Total loans held for investment 1.21 1.21 1.20 1.20 1.21
Earnings to combined fixed charges and
preferred stock dividends (7):
Excluding interest on deposits 11.02x 7.94x 7.09x 10.20x 9.17x
Including interest on deposits 1.78x 1.55x 1.47x 1.69x 1.61x
<CAPTION>
Six Months Ended
---------------------------------
Jun. 30, Jun. 30,
1999 1998
--------------- ---------------
<S> <C> <C>
Performance Ratios (Annualized):
Core cash earnings return on average
assets (1) 2.26%(2) 1.87%(3)
Core cash earnings return on average
equity (1) 17.00(2) 18.86(3)
Core return on average assets 1.58(2) 1.36(3)
Core return on average equity 11.88(2) 13.75(3)
Net interest margin 3.97 3.90
Net interest spread during period 3.63 3.60
Operating expense to average assets(4) 2.88 2.11
Efficiency ratio (5) 47.3 44.2
Average interest-earning assets to average
interest bearing liabilities 1.08x 1.07x
Regulatory Capital Ratios:
Company:
Leverage capital (6)
Risk-based capital (6):
Tier 1
Total
Bank:
Leverage capital (6)
Risk-based capital (6):
Tier 1
Total
Per Share Data:
Core cash earnings (1)* $ 1.73(2) $ 1.51(3)
Common book value** N/A N/A
Tangible common book value** N/A N/A
* Average shares used in calculation
** Period-end shares used in calculation
Total shares issued and outstanding
Asset Quality Ratios:
Non-performing loans to total loans held
for investment
Non-performing assets to total assets
Allowance for possible loan losses to:
Non-performing loans
Total loans held for investment
Earnings to combined fixed charges and
preferred stock dividends (7):
Excluding interest on deposits 9.49x 8.96x
Including interest on deposits 1.66x 1.59x
</TABLE>
(1) Core cash earnings is net income, excluding non-recurring items net of
tax, adding back goodwill amortization and Employee Stock Ownership and
stock plans expense.
(2) Excludes Headlands acquisition expense and restructuring charge, net of
tax.
(3) Excludes non-recurring personnel expense.
(4) Excludes goodwill expense, ORE income, Headlands acquisition expense,
non-recurring personnel expense and restructuring charge.
(5) The efficiency ratio is calculated by dividing operating expense by the
sum of net interest income and non-interest income.
(6) These ratios are calculated using regulatory guidelines which exclude the
impact on stockholders' equity resulting from the adoption of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115").
(7) For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividend requirements, earnings represent net income
plus applicable income taxes, fixed charges and preferred stock dividend
requirements of a consolidated subsidiary. Fixed charges represent
interest expense on long-term debt and one-third (the portion deemed to be
representative of the interest factor) of rents.
17
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
1. General
GreenPoint Financial Corp. (the "Company" or "GreenPoint") is a bank holding
company with four principal subsidiaries. GreenPoint Bank (the "Bank") is a New
York state-chartered savings bank. The Bank has $11.5 billion in deposits in 73
branches serving more than 400,000 households in the Greater New York City area.
During the second quarter GreenPoint Mortgage Corp. ("GreenPoint Mortgage") and
Headlands Mortgage Company ("Headlands") combined operations. GreenPoint
Mortgage is the leading national lender in no documentation ("No Doc")
residential mortgages. Headlands, headquartered in Larkspur, California,
specialized in Alternative A ("Alt A") mortgage lending. Alt A borrowers have
strong credit backgrounds but require loan terms that do not meet other agency
criteria. The acquisition of Headlands was completed on March 30, 1999 and was
recorded as a pooling of interests. Accordingly, the financial information has
been restated for all periods prior to the business combination to include the
combined financial results of GreenPoint and Headlands. GreenPoint Credit Corp.
("GreenPoint Credit"), headquartered in San Diego, California, is the second
largest lender nationally in the manufactured housing finance industry.
Forward Looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking statements,
which are based on management's current expectations. These forward-looking
statements include information concerning possible or assumed future results of
operations and business plans, including those relating to earnings growth,
revenue growth, origination volume, expense levels, and other business
operations and strategies. For these statements, GreenPoint claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 to the extent provided by
applicable law. Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors could cause
actual results to differ materially from those contained in any forward-looking
statement. Such factors include, but are not limited to: risks and uncertainties
related to acquisitions, including integration activities relating to the
recently consummated acquisition of Headlands Mortgage Company; prevailing
economic conditions; changes in interest rates, loan demand, real estate values,
and competition; the level of defaults and prepayments on loans made by the
Company and each of its affiliates; changes in accounting principles, policies,
and guidelines; adverse changes or conditions in capital or financial markets,
which could adversely affect the ability of the Company to sell or securitize
mortgage and manufactured housing originations on a favorable or timely basis;
changes in any applicable law, rule, regulation or practice with respect to tax
or legal issues; and other economic, competitive, governmental, regulatory, and
technological factors affecting the Company's operations, pricing, products, and
services. The forward-looking statements are made as of the date of this report,
and the Company assumes no obligation to update the forward-looking statements
or to update the reasons why actual results could differ from those projected in
the forward-looking statements.
The Company regularly explores opportunities for acquisitions of and holds
discussions with financial institutions and related businesses, and also
regularly explores opportunities for acquisitions of liabilities and assets of
financial institutions and other financial services providers. The Company
routinely analyzes its lines of business and from time to time may increase,
decrease or terminate one or more activities.
18
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
2. Operating Results
The second quarter's results include the following:
o Net income was $59.9 million, an increase of 29% over the second quarter
of 1998. Net income was $94.9 million, inclusive of non-recurring costs
and charges, for the six months ended June 30, 1999, an increase of 36%
over the comparable 1998 period. Net income per diluted share was $0.61
for the quarter, an increase of 13% over the second quarter of 1998. Net
income per diluted share for the six months ended June 30, 1999 was $0.98,
an increase of 20% over the comparable 1998 period. The significant
increase in net income reflects the full impact of the GreenPoint Credit
and Headlands acquisitions.
o Total loan originations for the second quarter of 1999 were $3.9 billion,
an increase of 41% over the second quarter of 1998, and an increase of 1%
compared to the prior quarter. Mortgage originations for the same period
were $3.1 billion, an increase of 11% over the second quarter of 1998, and
a decrease of 2% compared to the prior quarter. Manufactured housing loan
originations for the quarter showed strong growth to a record $839
million, an increase of 17% over the first quarter of 1999.
o GreenPoint Credit securitized and sold $810.1 million of manufactured
housing loans for a gain of $20.6 million.
o GreenPoint recorded a gain of $37.4 million from whole loan mortgage sales
of $2.2 billion.
o Asset quality improved substantially over 1998, as non-performing loans
decreased 11% to $253.1 million, and non-performing assets decreased 12%
to $260.5 million at June 30, 1999.
The first quarter results include the recognition of non-recurring expenses of
$27.6 million related to the acquisition of Headlands and include a one-time
restructuring charge related to severance.
Core Cash Earnings
Core cash earnings are net of non-recurring items and include certain
non-cash charges related to goodwill and the Employee Stock Ownership Plan
("ESOP"). The non-cash expenses, unlike GreenPoint's other expenses
incurred by the Company, do not reduce GreenPoint's tangible capital
thereby enabling the Company to increase shareholder value through the
growth of earning assets and increases in cash dividends.
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
------------------------------------ ----------------------
June 30, March 31, June 30, June 30, June 30,
1999 1999 1998 1999 1998
-------- -------- -------- -------- --------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net income $ 59,896 $ 35,028 $ 46,467 $ 94,924 $ 69,997
Non-recurring items, net of tax (1) -- 22,503 -- 22,503 23,656
-------- -------- -------- -------- --------
Core net income 59,896 57,531 46,467 117,427 93,653
Add back:
Goodwill expense 19,890 19,958 11,561 39,848 23,123
Employee stock plans expense 5,475 5,256 6,098 10,731 11,661
-------- -------- -------- -------- --------
Core cash earnings $ 85,261 $ 82,745 $ 64,126 $168,006 $128,437
======== ======== ======== ======== ========
Core cash earnings per share (2) $ 0.87 $ 0.86 $ 0.75 $ 1.73 $ 1.51
======== ======== ======== ======== ========
</TABLE>
(1) Non-recurring items include Headlands acquisition expense, restructuring
charge and non-recurring personnel expense.
(2) Based on the weighted average shares used to calculate diluted earnings
per share.
19
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Net Interest Income
Net interest income on a taxable equivalent basis increased by $9.7 million, or
8%, over the second quarter of 1998, and by $13.7 million, or 5%, in the first
six months of 1999, versus the comparable periods in 1998. The improvement in
net interest income reflects a rise in interest earning assets and improvement
in net interest margin.
Interest income on mortgages held for investment decreased by $4.4 million, or
2%, to $195.8 million for the second quarter of 1999 and by $6.7 million, or 2%,
to $392.1 million in the first six months of 1999, from $200.2 million and
$398.8 million, respectively, for the comparable 1998 periods. The decrease is
attributable to a 36 and 38 basis point drop in the average rate, offset by an
increase in the average balance of $173.5 million and $241.1 million for the
second quarter and six months ended June 30, 1999, respectively, versus the
comparable 1998 periods. The decline in rate is attributable to a generally
lower interest rate environment and associated loan prepayments.
Interest income on loans held for sale increased by $22.4 million, or 161%, to
$36.2 million, in the second quarter of 1999, and by $37.1 million, or 124%, to
$67.0 million in the first six months of 1999, from $13.8 million and $29.9
million, respectively, for the comparable 1998 periods. The primary reason for
the increase relates to the $410.8 million and $451.8 million of GreenPoint
Credit manufactured housing loans, which earned $10.0 million and $21.2 million
for the second quarter and six months ended June 30, 1999, respectively.
Interest income on securities and money market investments fell by a combined
$17.1 million, or 40%, to $25.8 million for the second quarter of 1999 and by
$30.4 million, or 35%, to $57.1 million in the first six months of 1999, from
$42.9 million and $87.5 million, respectively, for the comparable 1998 periods.
The decreases were primarily the result of declines in the average securities
and money market investment portfolios of $1.2 billion and $1.0 billion for the
second quarter and six months ended June 30, 1999, respectively, versus the 1998
comparable periods. The 10 and 15 basis point decline in the overall yield in
interest-earning assets is attributable to the 36 and 38 basis point drop in the
mortgage loans held for investment, offset by the redeployment of funds from
investments to higher yielding loans for the quarter and six months ended June
30, 1999, respectively.
Interest expense decreased by $4.0 million, or 3%, to $130.3 million in the
second quarter of 1999, and by $3.5 million, or 1%, to $268.3 million in the
first six months of 1999, from $134.3 million and $271.8 million, respectively,
for the comparable 1998 periods. The decrease for the quarter and six months
ended June 30, 1999 reflects a 23 and 18 basis point decline in the average cost
of funds counteracted by a $258.7 million and $325.5 million rise in average
interest-bearing liabilities, respectively. The cost of funds for the quarter
and six months ended June 30, 1999, decreased primarily due to lower pricing on
the consumer deposits and the use of internal funding to reduce securities sold
under agreements to repurchase that financed mortgage loans held for sale.
20
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Average Balance Sheets and Interest Yield/Cost
The following table sets forth certain information relating to the Company's
average statements of financial condition (unaudited) and statements of income
(unaudited) for the quarters ended June 30, 1999 and 1998, and reflects the
average yield on assets and average cost of liabilities for the periods
indicated. Such annualized yields and costs are derived by dividing income or
expense by the average balance of assets or liabilities, respectively, for the
periods shown. Average balances are derived from average daily balances. Average
balances and yields include non-accrual loans. The yields and costs include fees
that are considered adjustments to yields. Interest and yields are presented on
a taxable-equivalent yield basis.
<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------------------------------------------------
June 30, 1999 June 30, 1998
--------------------------------------- ----------------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
----------- ----------- ----------- ----------- ----------- -----------
(Taxable-Equivalent Interest and Rates, in thousands) (1)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Mortgage loans held for investment (2) $ 9,208,284 $ 195,777 8.50% $ 9,034,780 $ 200,164 8.86%
Other loans (2) 113,320 2,203 7.78 29,452 579 7.86
Loans held for sale 1,695,568 36,229 8.55 587,083 13,864 9.45
Money market investments (3) 666,127 8,039 4.84 885,540 12,323 5.58
Securities (4) 1,134,596 17,779 6.26 2,073,318 30,636 5.92
Trading assets -- -- -- 1,662 23 5.55
Other interest-earning assets 397,642 6,190 6.24 163,647 2,898 7.10
----------- ----------- ----------- -----------
Total interest-earning assets 13,215,537 266,217 8.06 12,775,482 260,487 8.16
----------- -----------
Non-interest earning assets (5) 1,538,974 892,001
----------- -----------
Total assets $14,754,511 $13,667,483
=========== ===========
Liabilities & Stockholders' Equity:
Interest-bearing liabilities:
Savings $ 1,500,463 8,239 2.20 $ 1,671,787 10,180 2.44
N.O.W 313,884 765 0.98 326,947 993 1.22
Money market and variable rate savings 2,411,936 19,715 3.28 2,159,336 17,805 3.31
Term certificates of deposit 7,027,910 89,384 5.10 6,495,355 86,676 5.35
Mortgagors' escrow 119,056 403 1.36 149,867 355 0.95
Trading liabilities 546 13 9.55 1,201 15 5.01
Notes payable and other borrowings 111,747 708 2.54 250,999 2,808 4.49
Securities sold under agreements to
repurchase 233,295 3,081 5.30 404,709 7,441 7.37
Long term debt 199,881 3,468 6.94 199,844 3,468 6.94
Guaranteed preferred beneficial interest
in Company's junior subordinated
debentures 199,734 4,574 9.16 199,725 4,573 9.16
----------- ----------- ----------- -----------
Total interest-bearing liabilities 12,118,452 130,350 4.31 11,859,770 134,314 4.54
----------- -----------
Other liabilities (6) 631,830 447,347
----------- -----------
Total liabilities 12,750,282 12,307,117
Stockholders' equity 2,004,229 1,360,366
----------- -----------
Total liabilities and stockholders'
equity $14,754,511 $13,667,483
=========== ===========
Net interest income/interest rate spread (7) $ 135,867 3.75% $ 126,173 3.62%
=========== =========== =========== ===========
Net interest-earning assets/net interest
margin (8) $ 1,097,085 4.10 $ 915,712 3.94%
=========== =========== =========== ===========
Ratio of interest-earning assets to interest-
bearing liabilities 1.09x 1.08x
=========== ===========
</TABLE>
(1) Net interest income is calculated on a taxable-equivalent basis.
(2) In computing the average balances and average yield on loans, non-accruing
loans have been included.
(3) Includes interest-bearing deposits in other banks, federal funds sold and
securities purchased under agreements to resell.
(4) The average yield does not give effect to changes in fair value that are
reflected as a component of stockholders' equity.
(5) Includes goodwill, banking premises and equipment, net, net deferred tax
assets, accrued interest receivable, and other miscellaneous
non-interest-earning assets.
(6) Includes accrued interest payable, accounts payable, official checks drawn
against the Bank, accrued expenses, and other miscellaneous
non-interest-bearing obligations of the Company.
(7) Net interest rate spread represents the difference between the average
yield on interest-earning assets and the average cost of interest-bearing
liabilities.
(8) Net interest margin represents net interest income on a taxable-equivalent
basis, divided by average interest-earning assets.
21
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Average Balance Sheets and Interest Yield/Cost
The following table sets forth certain information relating to the Company's
average statements of financial condition (unaudited) and statements of income
(unaudited) for the six months ended June 30, 1999 and 1998, and reflects the
average yield on assets and average cost of liabilities for the periods
indicated. Such annualized yields and costs are derived by dividing income or
expense by the average balance of assets or liabilities, respectively, for the
periods shown. Average balances are derived from average daily balances. Average
balances and yields include non-accrual loans. The yields and costs include fees
that are considered adjustments to yields. Interest and yields are presented on
a taxable-equivalent yield basis.
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------------------------------------------------------------
June 30, 1999 June 30, 1998
--------------------------------------- ----------------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
----------- ----------- ----------- ----------- ----------- -----------
(Taxable-Equivalent Interest and Rates, in thousands) (1)
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Mortgage loans held for investment (2) $ 9,224,103 $ 392,128 8.50% $ 8,983,053 $ 398,825 8.88%
Other loans (2) 116,241 4,506 7.75 30,704 1,284 8.36
Loans held for sale 1,523,971 67,015 8.79 629,757 29,931 9.51
Money market investments (3) 798,108 19,350 4.89 1,026,410 28,539 5.61
Securities (4) 1,256,597 37,708 6.01 1,992,886 58,945 5.94
Trading assets 676 18 5.32 2,631 74 5.67
Other interest-earning assets 386,542 13,165 6.87 159,016 6,055 7.68
----------- ----------- ----------- -----------
Total interest-earning assets 13,306,238 533,890 8.03 12,824,457 523,653 8.18
----------- -----------
Non-interest earning assets (5) 1,555,541 939,732
----------- -----------
Total assets $14,861,779 $13,764,189
=========== ===========
Liabilities & Stockholders' Equity:
Interest-bearing liabilities:
Savings $ 1,513,202 16,534 2.20 $ 1,693,454 20,512 2.44
N.O.W 317,588 1,540 0.98 329,860 2,025 1.24
Money market and variable rate savings 2,384,107 38,848 3.29 2,162,753 35,725 3.33
Term certificates of deposit 6,944,324 176,749 5.13 6,500,168 173,068 5.37
Mortgagors' escrow 119,878 760 1.28 144,011 681 0.95
Trading liabilities 1,098 33 6.06 1,338 35 5.27
Notes payable and other borrowings 326,274 8,106 5.01 224,522 5,358 4.81
Securities sold under agreements to
repurchase 275,662 9,650 7.06 500,551 18,311 7.38
Long term debt 199,877 6,936 6.94 199,839 6,936 6.94
Guaranteed preferred beneficial interest
in Company's junior subordinated
debentures 199,733 9,149 9.16 199,724 9,146 9.16
----------- ----------- ----------- -----------
Total interest-bearing liabilities 12,281,743 268,305 4.40 11,956,220 271,797 4.58
----------- -----------
Other liabilities (6) 603,359 445,970
----------- -----------
Total liabilities 12,885,102 12,402,190
Stockholders' equity 1,976,677 1,361,999
----------- -----------
Total liabilities and stockholders'
equity $14,861,779 $13,764,189
=========== ===========
Net interest income/interest rate spread (7) $ 265,585 3.63% $ 251,856 3.60%
=========== =========== =========== ===========
Net interest-earning assets/net interest
margin (8) $ 1,024,495 3.97% $ 868,237 3.90%
=========== =========== =========== ===========
Ratio of interest-earning assets to interest-
bearing liabilities 1.08x 1.07x
=========== ===========
</TABLE>
(1) Net interest income is calculated on a taxable-equivalent basis.
(2) In computing the average balances and average yield on loans, non-accruing
loans have been included.
(3) Includes interest-bearing deposits in other banks, federal funds sold and
securities purchased under agreements to resell.
(4) The average yield does not give effect to changes in fair value that are
reflected as a component of stockholders' equity.
(5) Includes goodwill, banking premises and equipment, net, net deferred tax
assets, accrued interest receivable, and other miscellaneous
non-interest-earning assets.
(6) Includes accrued interest payable, accounts payable, official checks drawn
against the Bank, accrued expenses, and other miscellaneous
non-interest-bearing obligations of the Company.
(7) Net interest rate spread represents the difference between the average
yield on interest-earning assets and the average cost of interest-bearing
liabilities.
(8) Net interest margin represents net interest income on a taxable-equivalent
basis, divided by average interest-earning assets.
22
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Rate/Volume Analysis
The following table presents the effects of changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities on
the Company's interest income on a tax equivalent basis and interest expense
during the periods indicated. Information is provided in each category on
changes (i) attributable to changes in volume (changes in volume multiplied by
prior rate), (ii) changes attributable to changes in rate (changes in rate
multiplied by prior volume), and (iii) the net change. The changes attributable
to the combined impact of volume and rate have been allocated proportionately to
volume and rate.
<TABLE>
<CAPTION>
Quarter Ended June 30, 1999 Six Months Ended June 30, 1999
Compared to Compared to
Quarter Ended June 30, 1998 Six Months Ended June 30, 1998
Increase/(Decrease) Increase/(Decrease)
---------------------------------------- ---------------------------------------
Due to Due to
------------------------- -------------------------
Average Average Net Average Average Net
Volume Rate Change Volume Rate Change
---------- ---------- ---------- ---------- ---------- --------
(In thousands)
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans held for investment (1) $ 3,794 $ (8,181) $ (4,387) $ 10,526 $(17,223) $ (6,697)
Other loans (1) 1,630 (6) 1,624 3,323 (101) 3,222
Loans held for sale 23,805 (1,440) 22,365 39,481 (2,397) 37,084
Money market investments (2) (2,789) (1,495) (4,284) (5,832) (3,357) (9,189)
Securities (14,611) 1,754 (12,857) (22,083) 846 (21,237)
Trading assets (11) (12) (23) (52) (4) (56)
Other interest-earning assets 3,681 (389) 3,292 7,812 (702) 7,110
-------- -------- -------- -------- -------- --------
Total interest earned on assets 15,499 (9,769) 5,730 33,175 (22,938) 10,237
-------- -------- -------- -------- -------- --------
Interest-bearing liabilities:
Savings (991) (950) (1,941) (2,072) (1,906) (3,978)
N.O.W (39) (189) (228) (73) (412) (485)
Money market and variable rate
savings 2,066 (156) 1,910 3,613 (490) 3,123
Term certificates of deposit 6,895 (4,187) 2,708 11,509 (7,828) 3,681
Mortgagors' escrow (83) 131 48 (127) 206 79
Trading liabilities (11) 9 (2) (7) 5 (2)
Notes payable and other borrowings (1,179) (921) (2,100) 2,520 228 2,748
Securities sold under agreements to
repurchase (2,619) (1,741) (4,360) (7,904) (757) (8,661)
Long term debt 1 (1) -- -- -- --
Guaranteed preferred beneficial
interest in Company's junior
subordinated debentures -- 1 1 -- 3 3
-------- -------- -------- -------- -------- --------
Total interest paid on liabilities 4,040 (8,004) (3,964) 7,459 (10,951) (3,492)
-------- -------- -------- -------- -------- --------
Net change in net interest income $ 11,459 $ (1,765) $ 9,694 $ 25,716 $(11,987) $ 13,729
======== ======== ======== ======== ======== ========
</TABLE>
- ----------
(1) In computing the volume and rate components of net interest income for
loans, non-accrual loans have been included.
(2) Includes interest-bearing deposits in other banks, federal funds sold and
securities purchased under agreements to resell.
23
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Provision for Possible Loan Losses
The provision for loan losses decreased by $1.5 million, or 48%, to $1.7 million
for the second quarter of 1999 and by $2.7 million, or 38%, to $4.5 million in
the first six months of 1999, from $3.2 million and $7.2 million, respectively,
for the comparable 1998 periods. The provision equaled net charge-offs and
reflects continued improvement in delinquencies and non-performing loans.
Non-Interest Income
Non-interest income was $94.3 million and $188.5 million, an increase of 165%
and 139% for the second quarter and six months ended June 30, 1999,
respectively, versus the comparable 1998 periods. The increase for the second
quarter of 1999 was due to the addition of GreenPoint Credit's net servicing
income of $20.5 million, a $20.6 million gain from the securitization of $810.1
million of manufactured housing loans, a $14.6 million increase in the gain from
whole loan mortgage sales, an increase of $1.3 million in mortgage fees and a
$2.6 million increase in banking and other fees. The six months ended June 30,
1999 results include the addition of GreenPoint Credit's net servicing income of
$42.8 million, a $39.9 million gain from the securitization of $1.6 billion of
manufactured housing loans, a $20.9 million increase in the gain from whole loan
mortgage sales, an increase of $3.0 million in mortgage fees and a $5.2 million
increase in banking and other fees. The increase in gain on sale of mortgage
loans is due to higher volume of loans sold offset by slightly tighter pricing.
The increase in mortgage loan fees is due to the collection of prepayment
penalties and late fees associated with curing non-performing loans. The
improvement in banking fees is primarily due to increased annuity sales. The
increase in other fee income is attributable to manufactured housing insurance
related fee income.
Non-Interest Expense
Total non-interest expense was $127.4 million and $278.5 million for the second
quarter and six months ended June 30, 1999, an increase of 57% and 61%,
respectively, over the comparable 1998 periods.
The increase was primarily due to the addition of the operating expenses of
GreenPoint Credit ($39.0 and $76.9 million, respectively) and a 76% increase in
the operating expenses of Headlands associated with the growth of its business
since the first quarter of 1998. The GreenPoint Credit expenses included
salaries and benefits of $15.5 million and $30.7 million, premises and equipment
of $2.8 million and $5.8 million, $9.4 million and $18.5 million in other
administrative expenses and goodwill expense of $8.3 million and $16.7 million
for the second quarter and six months ended June 30, 1999, respectively.
Headlands expanded its operations during 1998 increasing staff as a result of
rising orgination volume of approximately 27% and 40% for the quarter and six
months ended June 30, 1999. The most significant increase in Headlands' expense
relates to total salaries and benefits for the Headlands operation, which were
$10.7 million and $28.9 million for the second quarter and six months ended June
30, 1999, respectively, $1.9 million and $8.6 million higher than the comparable
1998 periods.
24
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Non-Recurring Expenses and Restructuring Charge
The Company incurred non-recurring expenses of $27.6 million related to the
acquisition of Headlands Mortgage Company on March 30, 1999. The expenses
directly associated with the acquisition consisted of $10.2 million in
transaction fees and $1.9 million in stock option acceleration expense. In
addition, the Company supplemented the recourse reserve for sold loans,
increasing the reserve by $2.5 million. Lastly, the Company recorded a $5.0
million contingent liability reserve. The $27.6 million in non-recurring charges
also includes $2.0 million in relocation expense and $6.0 million in
restructuring charges for severance expense related to the integration of
Headlands and GreenPoint Mortgage.
Income Tax Expense
Total income tax expense increased $10.8 million, or 37%, to $40.3 million for
the current quarter and declined by $4.1 million, or 5%, to $74.0 million in
first six months of 1999, from $29.5 million and $78.1 million for the
comparable periods of 1998. The rise in the current quarter compared to 1998 is
primarily due to a $24.2 million, or 32%, increase in income before income taxes
and by an increase in the effective tax rate from 38.9% in the 1998 quarter to
40.3% in the 1999 quarter. Included in total taxes for the six months ended June
30, 1998 is $18.5 million in non-recurring income tax expense related to
Headlands' conversion from a non-taxable subchapter S corporation to a taxable
corporation. The Company incurred approximately $14.1 million in non-recurring
charges, for which no tax benefit has been recognized during the first quarter
of 1999, which served to increase the effective tax rate for the six months
ended June 30, 1999.
Financial Condition
Total assets were $14.8 billion at June 30, 1999 compared to $15.0 billion at
December 31, 1998. Securities available for sale decreased $281.2 million to
$1.1 billion at June 30, 1999 from $1.3 billion at December 31, 1998, primarily
as a result of the use of proceeds from the maturities and sales of securities
to fund loan originations and reduce the Company's borrowings. Total deposits
increased $0.3 billion to $11.5 billion from $11.2 billion at December 31, 1998.
The decrease in treasury stock and additional paid in capital reflects the
issuance of 12.3 million shares of the Company's stock in exchange for the stock
of Headlands.
25
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Non-Performing Assets
The Company's asset quality improved during the six months ended June 30, 1999,
as non-performing assets decreased by 12.2%. The ratio of non-performing loans
to total loans held for investment fell to 2.72% at June 30, 1999 from 3.03% at
December 31, 1998 while the ratio of non-performing assets to total assets fell
to 1.76% at June 30, 1999 from 1.98% at December 31, 1998.
Non-performing assets, net of related specific reserves, were as follows:
June 30, December 31,
1999 1998
-------- ------------
(In thousands)
Mortgage loans secured by:
Residential one-to four-family $210,213 $225,934
Residential multi-family 17,789 33,904
Commercial property 24,996 25,219
Other loans 66 108
-------- --------
Total non-performing loans (1) 253,064 285,165
-------- --------
Total other real estate owned, net 7,412 11,445
-------- --------
Total non-performing assets $260,476 $296,610
======== ========
(1) Includes $8.8 million and $12.3 million of non-accrual mortgage loans
under 90 days past due at June 30, 1999 and December 31, 1998,
respectively.
Allowance for Possible Loan Losses
The following is a summary of the provision and allowance for possible loan
losses:
Quarter Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(In thousands)
Balance beginning of period $ 113,000 $ 110,000 $ 113,000 $ 109,000
Provision charged to income 1,657 3,170 4,454 7,182
Charge-offs (1,995) (2,225) (4,906) (5,423)
Recoveries 338 55 452 241
--------- --------- --------- ---------
Balance end of period $ 113,000 $ 111,000 $ 113,000 $ 111,000
========= ========= ========= =========
26
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Capital Ratios
The Company's ratio of period-end stockholders' equity to ending total assets at
June 30, 1999 was 13.72% compared to 12.80% at December 31, 1998.
The Company and the Bank are subject to various regulatory capital requirements
administered by the federal and state banking agencies. The Board of Governors
of the Federal Reserve System establishes minimum capital requirements for the
consolidated bank holding company, as well as for the Bank.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve
quantitative measures of its assets, liabilities, and certain off balance sheet
items as calculated under regulatory accounting practices. These guidelines
require minimum ratios of risk-based capital to risk adjusted assets of 4% for
Tier 1 capital and 8% for total capital. The Federal Reserve Board also has
guidelines for a leverage ratio that is designed to complement the risk-based
capital ratios in determining the overall capital adequacy of banks and bank
holding companies. A minimum leverage ratio of Tier 1 capital to average total
assets of 3% is required for banks and bank holding companies, with an
additional 100 to 200 basis points required for all but the highest rated
institutions. Management believes, as of June 30, 1999, that the Company and the
Bank meet all capital adequacy requirements to which it is subject.
27
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
As of June 30, 1999, the most recent notification from the FDIC categorized the
Bank as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the Bank must maintain minimum
Tier 1 capital, total capital and leverage ratios of 6%, 10% and 5%,
respectively. There have been no conditions or events since that notification
that management believes have changed the Company's or Bank's category.
Required For Capital
Actual Adequacy Purposes
- --------------------------------------------------------------------------------
(In millions) Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------
As of June 30, 1999
Total Capital
(to Risk Weighted Assets):
Company $ 1,353.7 13.27% $ 816.0 8.00%
Bank 1,177.0 11.55% 815.4 8.00%
Tier 1 Capital
(to Risk Weighted Assets):
Company $ 1,244.8 12.21% $ 408.0 4.00%
Bank 1,068.1 10.48% 407.7 4.00%
Tier 1 Capital
(to Average Assets):
Company $ 1,244.8 9.04% $ 550.6 4.00%
Bank 1,068.1 7.80% 547.7 4.00%
Required For Capital
Actual Adequacy Purposes
- --------------------------------------------------------------------------------
(In millions) Amount Ratio Amount Ratio
- --------------------------------------------------------------------------------
As of December 31, 1998
Total Capital
(to Risk Weighted Assets):
Company $ 1,196.4 13.90% $ 688.6 8.00%
Bank 1,029.7 11.99% 687.2 8.00%
Tier 1 Capital
(to Risk Weighted Assets):
Company $ 1,088.7 12.65% $ 344.3 4.00%
Bank 922.3 10.74% 343.6 4.00%
Tier 1 Capital
(to Average Assets):
Company $ 1,088.7 7.90% $ 551.0 4.00%
Bank 922.3 6.75% 546.8 4.00%
28
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations - (Continued)
Impact of the Year 2000
The Year 2000 issue is the result of many computer programs that were written
using two digits rather than four to define an applicable year. Any of the
computer programs used by the Company, its suppliers or outside service
providers that have date-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations, causing disruption of operations, including, among other
things, a temporary inability to process transactions or engage in normal
business activities.
The Company has determined that it will be required to modify or replace
portions of its software so that its computer system will properly utilize dates
beyond December 31, 1999. The substantial majority of such modifications or
replacements have been completed with respect to the Company's critical systems.
The Company presently believes that, with modifications to existing software and
conversions to new software, the Year 2000 issue will be mitigated. However, if
all such modifications and conversions are not made, or not completed on a
timely basis, the Year 2000 issue could have a material impact on the operations
of the Company.
The Company has also initiated formal communications with all of its suppliers
and service providers (including hardware, software, processing, voice and data
communication, facility components and services) to determine the extent to
which the Company is vulnerable to those third parties' failure to remediate
their respective Year 2000 issues. The Company is working with each of these
third parties to facilitate remediation of the Year 2000 issue and has actively
participated in testing of many such systems to ensure Year 2000 compliance.
However, there can be no guarantee that the systems of third parties, upon which
the Company relies, will be timely remediated, or that a failure to remediate by
a third party would not have a materially adverse effect on the Company. To the
extent that the Company does not receive adequate response from its suppliers
and service providers, it will develop contingency plans intended to mitigate
the possible disruption of critical business operations. The substantial
majority of such contingency plans have been completed. The Company will utilize
both internal and external resources for the Year 2000 project.
The Company's total Year 2000 project cost includes estimated costs and time
associated with the impact of a third party's Year 2000 issue, together with the
costs of outside consultants and the purchase of replacement programs. The total
cost of the Year 2000 project is estimated to be immaterial to the Company's
financial statements. Such costs will be funded through operating cash flows and
expensed as incurred. The current status and costs of the project are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including the continued availability of certain resources,
third party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could differ
materially from those plans. Specific factors that might cause such material
differences include, but are not limited to, the availability and cost of
personnel trained in this area; the ability to locate and correct all relevant
computer codes; the failure of outside third parties to remediate their Year
2000 issue on a timely basis, and similar uncertainties.
29
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Item 3 - Quantitative and Qualitative Disclosure about Market Risk
Market Risk Management
The Company's primary market risk exposure is limited solely to interest rate
risk.
Interest rate risk is defined as the sensitivity of the Company's current and
future earnings to changes in the level of market interest rates. It arises in
the ordinary course of the Company's business, as the repricing characteristics
of its loans do not match those of its liabilities. The resulting interest rate
risk is managed by adjustments to the Company's investment portfolio and through
the use of off-balance sheet instruments such as interest rate swaps.
Management responsibility for interest rate risk resides with the Asset and
Liability Management Committee ("ALCO"). The committee is comprised of the
Chairman and Chief Executive Officer, the Chief Operating Officer, the Treasurer
and the Company's senior business-unit and financial executives. Interest rate
risk management strategies are formulated and monitored by ALCO within policies
and limits approved by the Board of Directors. These policies and limits set
forth the maximum risk which the Board of Directors deems prudent, govern
permissible investment securities and off-balance sheet instruments and identify
acceptable counter-parties to securities and off-balance sheet transactions.
ALCO risk management strategies allow for the assumption of interest rate risk
within the Board approved limits. The strategies are formulated based upon
ALCO's assessments of likely market developments and trends in the Company's
lending and consumer banking businesses. Strategies are developed with the aim
of enhancing the Company's net income and capital, while ensuring the risks to
income and capital from adverse movements in interest rates are acceptable.
The Company's income is affected by changes in the level of market interest
rates based upon mismatches between the repricing of its assets and liabilities.
One measure of interest rate sensitivity is provided by the accompanying net gap
analysis, which organizes assets and liabilities according to the time period in
which they reprice or mature. For many of the Company's assets and liabilities,
the maturity or repricing date is not determinable with certainty. For example,
the Company's mortgage loans and its mortgage-backed securities can be prepaid
before contractual amortization and/or maturity. Also, repricing of the
Company's non-time deposits is subject to management's evaluation of the
existing interest rate environment, current funding and liquidity needs, and
other factors influencing the market competition for such deposits. The amounts
in the accompanying schedule reflect management's judgment of the most likely
repricing schedule; actual results could vary from those detailed herein.
The difference between assets and liabilities repricing in a given period is one
approximate measure of interest rate sensitivity. More assets than liabilities
repricing in a period (a positive gap) implies earnings will rise as interest
rates rise, and decline as interest rates decline. More liabilities repricing
than assets implies declining income as rates rise.
30
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Item 3 - Quantitative and Qualitative Disclosure
about Market Risk - (Continued)
The use of interest rate instruments such as interest rate swaps is integrated
into the Company's interest rate risk management. The notional amounts of these
contracts approximate $0.7 billion at June 30, 1999 and $1.4 billion at December
31, 1998 and are not reflected in the Company's balance sheet. These contracts
have an average term of approximately two years. Under the terms of these
contracts, the Bank pays an average fixed rate of 6.16% and receives an average
variable rate of 5.06% on the swaps hedging the fixed rate loan portfolio. The
notional amounts of derivatives do not represent amounts exchanged by the
parties and, thus, are not a measure of the Company's exposure through its use
of derivatives. The amounts exchanged are determined by reference to the
notional amounts and the other terms of the derivatives. These instruments are
included in the interest rate sensitivity table for purposes of analyzing
interest rate risk.
However, these relationships do not consider the impact that rate movements
might have on other components of the Bank's risk profile; for example, an
increase in interest rates, while implying that earnings will rise in a positive
gap period, might also result in higher credit or default risk due to a higher
probability of borrowers being unable to pay the contractual payments on loans.
Likewise, a decrease in rates might result in an increase in the risk that funds
received from loan prepayments cannot be reinvested at rates and spreads earned
on earlier investments and loan originations.
As of June 30, 1999, the cumulative volume of liabilities maturing or repricing
within one year exceeded assets by $418.0 million, or 2.82% of assets.
The static gap analysis is an incomplete representation of interest rate risk
for several reasons. It fails to account for changes in prepayment speeds on the
Company's loan and mortgage backed securities portfolios. The behavior of
deposit balances will vary with changes in the general level of interest rates
and management's pricing strategies. The gap analysis does not provide a clear
presentation of the risks to income arising from options embedded in the balance
sheet.
Accordingly, ALCO makes extensive use of an earnings simulation model in the
formulation of its market risk management strategy. The model gives effect to
management assumptions concerning the repricing of assets, liabilities and
off-balance sheet financial instruments, as well as business volumes, under a
variety of hypothetical interest rate scenarios. These hypothetical scenarios
incorporate interest rate increases and decreases of 200 basis points. Actual
interest rate changes during the past three years have fallen within this range
and management expects that any changes over the next year will not exceed this
range.
The most crucial management assumptions concern prepayments on the Company's
mortgage loan portfolio and the pricing of consumer deposits in various interest
rate environments. As interest rates decline, mortgage prepayments tend to
increase, reducing loan portfolio growth and lowering the portfolio's average
yield. Rates on non-maturity deposits rise and fall with the general level of
interest rates, but tend to move less than proportionately. Rates offered on
consumer certificates of deposits tend to move in close concert with market
rates, though history suggests they increase less rapidly when market rates
rise. Analysis shows that the Company's deposit volumes are relatively
insensitive to interest rate movements within the range encompassed in the
scenarios.
At June 30, 1999, based on this model, the Company's potential earnings at risk
to a gradual, parallel 200 basis point decline in market interest rates over the
next twelve months on instruments held for other than trading purposes was a
decline of approximately 1.8% of projected 1999 net income. Conversely, a
gradual 200 basis point increase in interest rates would also result in a
decline of net income by 0.4% than would be the case if rates remain constant.
GreenPoint does not have significant exposure to such risk on instruments held
for trading purposes due to the Company's limited use of these instruments.
31
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Item 3 - Quantitative and Qualitative Disclosure
about Market Risk - (Continued)
Interest Rate Sensitivity Gap Analysis
The table below depicts the Company's interest rate sensitivity as of June 30,
1999. Allocations of assets and liabilities, including non-interest-bearing
sources of funds to specific periods, are based upon management's assessment of
contractual or anticipated repricing characteristics, adjusted periodically to
reflect actual experience. Those gaps are then adjusted for the net effect of
off-balance sheet financial instruments such as interest rate swaps.
<TABLE>
<CAPTION>
Repricing Periods
---------------------------------------------------------------------------------
More than
Three More than More than one year
months three months six months to three More than
or less to six months to one year years three years Total
--------- -------------- ------------- ------------- -------------- ---------
(in millions)
<S> <C> <C> <C> <C> <C> <C>
Total loans, net $ 2,823 $ 789 $ 1,176 $ 2,466 $ 3,680 $10,934
Money market investments (1) 830 -- -- -- -- 830
Securities held to maturity 1 -- -- -- 94 95
Securities available for sale 260 39 97 291 426 1,113
Trading assets 50 -- -- -- -- 50
Other interest earning assets 121 -- -- -- -- 121
------- ------- ------- ------- ------- -------
Total interest earning assets 4,085 828 1,273 2,757 4,200 13,143
------- ------- ------- ------- ------- -------
Cash and due from banks 178 -- -- -- -- 178
Servicing assets 8 7 14 46 93 168
Goodwill 20 20 40 160 741 981
Other non interest earning assets 371 -- -- -- -- 371
------- ------- ------- ------- ------- -------
Total assets $ 4,662 $ 855 $ 1,327 $ 2,963 $ 5,034 $14,841
======= ======= ======= ======= ======= =======
Term certificates of deposit $ 1,585 $ 2,128 $ 1,856 $ 1,349 $ 124 $ 7,042
Core deposits 352 285 563 1,956 1,283 4,439
------- ------- ------- ------- ------- -------
Total deposits 1,937 2,413 2,419 3,305 1,407 11,481
------- ------- ------- ------- ------- -------
Mortgagors' escrow 16 6 12 47 34 115
Securities sold under agreements to
repurchase 155 -- -- -- -- 155
Federal Home Loan Bank of New York
advances 100 -- -- -- -- 100
Long term debt -- -- -- -- 200 200
Guaranteed preferred beneficial interest
in Company's junior subordinated
debentures -- -- -- -- 200 200
Notes payable 91 -- -- -- -- 91
Other liabilities 463 -- -- -- -- 463
Stockholders' equity -- -- -- -- 2,036 2,036
------- ------- ------- ------- ------- -------
Total liabilities and stockholders'
equity $ 2,762 $ 2,419 $ 2,431 $ 3,352 $ 3,877 $14,841
======= ======= ======= ======= ======= =======
Off balance sheet financial instruments $ 350 $ -- $ -- $ (100) $ (250) $ --
======= ======= ======= ======= ======= =======
Interest rate sensitivity gap $ 2,250 $(1,564) $(1,104) $ (489) $ 907
Cumulative gap $ 2,250 $ 686 $ (418) $ (907)
Interest rate sensitivity gap as a
percentage of total assets 15.16% (10.54)% (7.44)% (3.29%) 6.11%
Cumulative gap as a percentage of
Total assets 15.16% 4.62% (2.82)% (6.11%)
</TABLE>
(1) Consists of interest-bearing deposits in other banks, federal funds sold
and securities purchased under agreements to resell.
32
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
With the exception of the matters set forth below, the Company is not involved
in any pending legal proceedings other than routine legal proceedings occurring
in the ordinary course of business which, in the aggregate, involve amounts
which are believed by management to be immaterial to the consolidated financial
statements of the Company. The Bank has been named as a defendant in fourteen
unrelated legal complaints, which assert that infant plaintiffs sustained
personal injuries from the ingestion of lead based paint, chips or dust.
Additionally there are ten other instances of threatened litigation. Outside
counsel has advised the Bank that because discovery on these claims has only
recently begun, counsel is not yet in a position to express an opinion as to the
Bank's liability or to quantify the Bank's potential exposure, if any, in dollar
terms at this time. The Company currently believes that such liability exposure,
if any, would not be material to the Bank's financial condition and results of
operations.
33
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Item 4 - Submission of Matters to a Vote of Security Holders
At the Company's annual meeting of shareholders held on May 7, 1999, the
following matters were voted upon with the results of the voting on such matters
indicated:
1. Election of the following four directors of the Company to three-year
terms:
For Withheld
Dan F. Huebner 87,457,354 497,366
Thomas S. Johnson 87,370,623 584,097
Susan J. Kropf 87,461,028 493,692
Jules Zimmerman 87,454,192 500,528
The following sets forth the names of Directors continuing in office after
the annual meeting:
Bharat B. Bhatt Alvin N. Puryear
William M. Jackson Robert P. Quinn
Robert M. McLane Edward C. Schmults
Charles B. McQuade Wilfred O. Uhl
Peter T. Paul Robert F. Vizza
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the year ending December 31, 1999.
For: 87,504,137
Against: 215,724
Abstain: 234,859
3. Approval of the GreenPoint Financial Corp. 1999 Stock Incentive Plan.
For: 81,612,120
Against: 5,411,547
Abstain: 931,053
4. Approval of the GreenPoint Financial Corp. 1999 Annual Incentive Plan.
For: 82,176,625
Against: 2,953,253
Abstain: 2,824,842
34
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number
11.1 Statement Regarding Computation of Per Share Earnings
12.1 Ratios of Earnings to Combined Fixed Charges and Preferred
Stock Dividends
27.1 Financial Data Schedule
35
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
(b) Reports on Form 8-K
On April 7, 1999, GreenPoint Financial Corp. (the "Company") filed a
current report on Form 8-K reporting that on March 30, 1999 the Company,
GF Acquisition Corp., ("Merger Sub") and Headlands Mortgage Company
("Headlands") completed the transactions contemplated by the Agreement and
Plan of Merger dated as of December 8, 1998.
On April 20, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,
filed a current report on Form 8-K in connection with its previous
issuance of Mortgage Loan Pass-Through Certificates, Series 1998-3.
On April 21, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,
filed a current report on Form 8-K in connection with its previous
issuance of Headlands Home Equity Loan Trust 1998-1 Revolving Home Equity
Loan Asset-Backed Notes Series, 1998-1.
On April 21, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,
filed a current report on Form 8-K in connection with its previous
issuance of Headlands Home Equity Loan Trust 1998-2 Revolving Home Equity
Loan Asset-Backed Notes Series, 1998-2.
On May 19, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,
filed a current report on Form 8-K in connection with its previous
issuance of Headlands Home Equity Loan Trust 1998-1 Revolving Home Equity
Loan Asset-Backed Notes Series, 1998-1.
On May 19, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,
filed a current report on Form 8-K in connection with its previous
issuance of Headlands Home Equity Loan Trust 1998-2 Revolving Home Equity
Loan Asset-Backed Notes Series, 1998-2.
On May 25, 1999, GreenPoint Financial Corp. filed a current report on Form
8-K in order to file the following documents: (i) the opinion of Orrick,
Herrington & Sutcliffe LLP ("Orrick") relating to certain tax matters in
connection with the offering of GreenPoint Credit Manufactured Housing
Contract Trust Pass-Through Certificates, Series 1999-3 (the "Publicly
Offered Certificates"), which contains Orrick's consent to use of its name
in the Prospectus Supplement ("Prospectus Supplement") dated May 21, 1999
together with the related Prospectus dated May 21, 1999; (ii) the consent
of PricewaterhouseCoopers LLP to the use of its name in the "Experts"
section of the Prospectus Supplement; and (iii) External Computational
Materials prepared by Lehman Brothers Inc. and Salomon Smith Barney Inc.
On May 26, 1999, Headlands Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,
filed a current report on Form 8-K in connection with its previous
issuance of Mortgage Loan Pass-Through Certificates, Series 1998-3.
36
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
(b) Reports on Form 8-K, Continued
On June 1, 1999, GreenPoint Credit Corp., the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order
to file the following document: a Pooling and Servicing Agreement dated
May 1, 1999 between GreenPoint Credit Corp. as Contract Seller and The
First National Bank of Chicago as the Trustee in connection with the sale
of approximately $810,097,658 of GreenPoint Credit Manufactured Housing
Contract Trust Pass-Through Certificates, Series 1999-3, on May 27, 1999.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) the Underwriting Agreement,
dated November 17, 1998, between GreenPoint Credit Corp., as Contract
Seller and Credit Suisse First Boston, as the representative of the
several underwriters; (ii) a Pooling and Servicing Agreement, dated as of
November 1, 1998, between GreenPoint Credit Corp., as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (iii) the
required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of February 1, 1999, between GreenPoint Credit Corp.,
as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) the Underwriting Agreement,
dated November 17, 1998, between GreenPoint Credit Corp., as Contract
Seller and Credit Suisse First Boston, as the representative of the
several underwriters; (ii) a Pooling and Servicing Agreement, dated as of
November 1, 1998, between GreenPoint Credit Corp., as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (iii) the
required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of February 1, 1999, between GreenPoint Credit Corp.,
as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of March 1, 1999, between GreenPoint Credit Corp., as
Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of February 1, 1999, between GreenPoint Credit Corp.,
as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
37
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
(b) Reports on Form 8-K, Continued
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) the Underwriting Agreement,
dated November 17, 1998, between GreenPoint Credit Corp., as Contract
Seller and Credit Suisse First Boston, as the representative of the
several underwriters; (ii) a Pooling and Servicing Agreement, dated as of
November 1, 1998, between GreenPoint Credit Corp., as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (iii) the
required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of March 1, 1999, between GreenPoint Credit Corp., as
Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) the Underwriting Agreement,
dated November 17, 1998, between GreenPoint Credit Corp., as Contract
Seller and Credit Suisse First Boston, as the representative of the
several underwriters; (ii) a Pooling and Servicing Agreement, dated as of
November 1, 1998, between GreenPoint Credit Corp., as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (iii) the
required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of May 1, 1999, between GreenPoint Credit Corp., as
Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of March 1, 1999, between GreenPoint Credit Corp., as
Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
On June 29, 1999, GreenPoint Credit Corp., the manufactured housing
finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K
in order to file the following documents: (i) a Pooling and Servicing
Agreement, dated as of February 1, 1999, between GreenPoint Credit Corp.,
as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (ii) the required Monthly Investor Servicing Report.
38
<PAGE>
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 thereunto duly authorized.
GreenPoint Financial Corp.
By: /s/ Thomas S. Johnson
----------------------------------
Thomas S. Johnson
Chairman of the Board and
Chief Executive Officer
By: /s/ Jeffrey R. Leeds
----------------------------------
Jeffrey R. Leeds
Executive Vice President and
Chief Financial Officer
Dated August 11, 1999
39
Exhibit 11.1
Statement Regarding Computation of Per Share Earnings
(In millions, except share and per share amounts)
Quarter Ended Six Months Ended
June 30, June 30,
----------------------- ---------------------
1999 1998 1999 1998
-------- -------- -------- --------
Net income $ 59.9 $ 46.5 $ 94.9 $ 70.0
Weighted average number
of common shares outstanding
during each year - basic 95.7 82.4 94.9 82.1
Weighted average number of
common shares and common stock
equivalents outstanding during
each year - diluted 98.2 85.5 97.3 85.0
-------- -------- -------- --------
Basic earnings per share $ 0.63 $ 0.56 $ 1.00 $ 0.85
======== ======== ======== ========
Diluted earnings per share $ 0.61 $ 0.54 $ 0.98 $ 0.82
======== ======== ======== ========
EXHIBIT 12.1
Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(Dollars in millions)
The Company's consolidated ratios of earnings to combined fixed charges and
preferred stock dividends for each of the periods indicated are set forth below:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
------------------------------------------- ----------------
Jun. 30 Mar. 31 Dec. 31 Sep. 30 Jun. 30 Jun. 30 Jun. 30
1999 1999 1998 1998 1998 1999 1998
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Income before income taxes $100.2 $ 68.7 $ 59.1 $ 86.5 $ 76.0 $168.9 $148.0
Combined fixed charges and preferred stock dividends:
Interest expense on deposits 118.5 115.9 116.7 116.8 116.0 234.4 232.0
Interest expense on long-term debt 3.5 3.5 3.4 3.5 3.5 7.0 7.0
Interest expense on guaranteed preferred beneficial
interest in Company's junior subordinated debentures 4.6 4.6 4.5 4.6 4.6 9.2 9.2
Appropriate portion (1/3) of rent expense 1.9 1.8 1.8 1.3 1.2 3.7 2.4
Preferred stock dividend requirements -- -- -- -- -- -- --
Total combined fixed charges and ------ ------ ------ ------ ------ ------ ------
preferred stock dividends $128.5 $125.8 $126.4 $126.2 $125.3 $254.3 $250.6
====== ====== ====== ====== ====== ====== ======
Total combined fixed charges and
preferred stock dividends (excluding interest
expense on deposits) $ 10.0 $ 9.9 $ 9.7 $ 9.4 $ 9.3 $ 19.9 $ 18.6
====== ====== ====== ====== ====== ====== ======
Earnings before income taxes and combined fixed
charges and preferred stock dividends $228.7 $194.5 $185.5 $212.7 $201.3 $423.2 $398.6
====== ====== ====== ====== ====== ====== ======
Ratio of earnings to combined fixed charges and
preferred stock dividends (including interest expense
on deposits) 1.78x 1.55x 1.47x 1.69x 1.61x 1.66x 1.59x
====== ====== ====== ====== ====== ====== ======
Ratio of earnings to combined fixed charges and
preferred stock dividends (excluding interest expense
on deposits) 11.02x 7.94x 7.09x 10.20x 9.17x 9.49x 8.96x
====== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 177,321
<INT-BEARING-DEPOSITS> 2,720
<FED-FUNDS-SOLD> 828,300
<TRADING-ASSETS> 50,227
<INVESTMENTS-HELD-FOR-SALE> 1,148,212
<INVESTMENTS-CARRYING> 2,457
<INVESTMENTS-MARKET> 2,469
<LOANS> 11,047,162
<ALLOWANCE> (113,000)
<TOTAL-ASSETS> 14,841,006
<DEPOSITS> 11,481,457
<SHORT-TERM> 346,686
<LIABILITIES-OTHER> 462,437
<LONG-TERM> 399,623
0
0
<COMMON> 1,103
<OTHER-SE> 2,034,671
<TOTAL-LIABILITIES-AND-EQUITY> 14,841,006
<INTEREST-LOAN> 463,646
<INTEREST-INVEST> 56,521
<INTEREST-OTHER> 25,729
<INTEREST-TOTAL> 531,733
<INTEREST-DEPOSIT> 243,431
<INTEREST-EXPENSE> 268,305
<INTEREST-INCOME-NET> 263,428
<LOAN-LOSSES> (4,454)
<SECURITIES-GAINS> 1,018
<EXPENSE-OTHER> 278,526
<INCOME-PRETAX> 168,926
<INCOME-PRE-EXTRAORDINARY> 94,924
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 94,924
<EPS-BASIC> 1.00
<EPS-DILUTED> 0.98
<YIELD-ACTUAL> 4.10
<LOANS-NON> 253,064
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (113,000)
<CHARGE-OFFS> (4,906)
<RECOVERIES> 452
<ALLOWANCE-CLOSE> (113,000)
<ALLOWANCE-DOMESTIC> (113,000)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
