<PAGE>
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
SEPTEMBER 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 November 5, 1999 there were 107,829,000 shares of common stock
outstanding.
<PAGE>
GREENPOINT FINANCIAL CORP.
FORM 10-Q
FOR THE QUARTER ENDED
SEPTEMBER 30, 1999
INDEX
<TABLE>
PART I - FINANCIAL INFORMATION PAGE
<S> <C>
Item 1 - Financial Statements
Consolidated Statements of Financial Condition (unaudited) as of
September 30, 1999 and December 31, 1998 3
Consolidated Statements of Income (unaudited) for the quarters and
nine month periods ended September 30, 1999 and 1998 4
Consolidated Statements of Comprehensive Income (unaudited) for the
quarters and nine month periods ended September 30, 1999 and 1998 5
Consolidated Statements of Changes in Stockholders' Equity
(unaudited) for the nine month periods ended September 30, 1999 and
1998 6
Consolidated Statements of Cash Flows (unaudited) for the nine month
periods ended September 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 31
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 35
Item 6 - Exhibits and Reports on Form 8-K 36
</TABLE>
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------ ------------
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S> <C> <C>
ASSETS
Cash and due from banks $ 125,867 $ 164,197
Money market investments 1,821,310 924,175
Loans receivable held for sale 1,220,147 1,578,062
Securities available for sale 1,018,390 1,337,584
Federal Home Loan Bank of New York stock 91,791 --
Retained interests in securitizations 72,617 67,327
Securities held to maturity (fair value of $2,068 and $3,287, respectively) 2,057 3,274
Loans receivable held for investment:
Mortgage loans 8,925,659 9,273,340
Other loans 739,226 127,238
Deferred loan fees and unearned discount (15,731) (14,278)
Allowance for possible loan losses (113,000) (113,000)
------------ ------------
Loans receivable held for investment, net 9,536,154 9,273,300
------------ ------------
Other interest-earning assets 120,367 118,284
Servicing assets 155,945 145,927
Accrued interest receivable, net 70,095 87,019
Banking premises and equipment, net 138,240 140,268
Deferred income taxes, net 37,270 47,400
Goodwill 961,513 1,014,349
Other assets 113,453 114,783
------------ ------------
Total assets $ 15,485,216 $ 15,015,949
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
N.O.W. and checking $ 511,314 $ 539,890
Savings 1,419,434 1,551,879
Variable rate savings 1,968,890 1,804,491
Money market 469,960 524,270
Term certificates of deposit 7,299,494 6,752,585
------------ ------------
Total deposits 11,669,092 11,173,115
------------ ------------
Mortgagors' escrow 119,379 128,091
Securities sold under agreements to repurchase 101,007 384,908
Federal Home Loan Bank of New York advances 675,000 --
Notes payable 45,794 608,000
Long term debt 199,896 199,868
Guaranteed preferred beneficial interest in Company's junior subordinated debentures 199,738 199,731
Accrued income taxes payable 21,156 56,958
Other liabilities 369,894 342,702
------------ ------------
Total liabilities 13,400,956 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; 109,469,008 shares
issued) 1,103 1,103
Additional paid-in capital 854,749 1,278,795
Unallocated Employee Stock Ownership Plan (ESOP) shares (106,348) (110,101)
Unearned stock plans shares (3,579) (4,459)
Retained earnings 1,369,895 1,273,264
Accumulated other comprehensive income, net (9,235) 4,699
Treasury stock, at cost (792,156 and 15,618,745 shares, respectively) (22,325) (520,725)
------------ ------------
Total stockholders' equity 2,084,260 1,922,576
------------ ------------
Total liabilities and stockholders' equity $ 15,485,216 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans held for investment $ 194,171 $ 200,946 $ 586,299 $ 599,771
Loans held for sale 39,348 18,787 106,363 48,718
Money market investments 12,591 16,381 31,933 44,904
Securities 17,976 28,675 55,137 86,746
Other 12,767 3,647 28,854 9,319
--------- --------- --------- ---------
Total interest income 276,853 268,436 808,586 789,458
--------- --------- --------- ---------
Interest expense:
Deposits 121,613 116,794 356,044 348,805
Trading liabilities 111 58 144 93
Securities sold under agreements to repurchase 2,798 9,519 12,448 27,830
Notes payable 5,003 3,198 13,109 8,556
Long-term debt 8,042 8,043 24,127 24,125
--------- --------- --------- ---------
Total interest expense 137,567 137,612 405,872 409,409
--------- --------- --------- ---------
Net interest income 139,286 130,824 402,714 380,049
Provision for possible loan losses (1,448) (2,714) (5,902) (9,896)
--------- --------- --------- ---------
Net interest income after provision for possible
loan losses 137,838 128,110 396,812 370,153
--------- --------- --------- ---------
Non-interest income:
Income from fees and commissions:
Mortgage loan operations fee income 4,290 5,354 15,147 13,259
Loan servicing fees 21,273 (835) 65,055 1,057
Banking services fees and commissions 8,123 6,712 22,671 19,798
Net (loss) gain on securities (2) (31) 1,016 1,391
Net gain on sales of loans 57,819 32,945 172,229 86,592
Other income 3,349 (2,747) 7,212 (1,924)
--------- --------- --------- ---------
Total non-interest income 94,852 41,398 283,330 120,173
--------- --------- --------- ---------
Non-interest expense:
Salaries and benefits 53,230 33,188 159,311 99,220
Employee Stock Ownership and stock plans expense 4,813 5,430 15,544 17,091
Net expense of premises and equipment 19,501 14,556 56,407 42,809
Advertising 1,607 1,523 5,662 5,024
Federal deposit insurance premiums 681 654 1,990 2,004
Charitable and educational foundation 1,875 1,875 5,625 5,625
Other administrative expenses 28,267 15,676 100,985 46,045
Other real estate owned operating income, net (444) (1,441) (3,316) (5,045)
Goodwill amortization 19,892 11,562 59,740 34,685
Restructuring charge -- -- 6,000 --
Non-recurring personnel expense -- -- -- 8,335
--------- --------- --------- ---------
Total non-interest expense 129,422 83,023 407,948 255,793
--------- --------- --------- ---------
Income before income taxes 103,268 86,485 272,194 234,533
Income taxes related to earnings 41,565 33,691 115,567 93,254
Income taxes related to S corporation conversion -- -- -- 18,488
--------- --------- --------- ---------
Net income $ 61,703 $ 52,794 $ 156,627 $ 122,791
========= ========= ========= =========
Basic earnings per share $ 0.64 $ 0.58 $ 1.64 $ 1.44
========= ========= ========= =========
Diluted earnings per share $ 0.63 $ 0.57 $ 1.61 $ 1.40
========= ========= ========= =========
</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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net income $ 61,703 $ 52,794 $ 156,627 $ 122,791
--------- --------- --------- ---------
Other comprehensive income, before tax:
Unrealized (loss) gain on securities:
Unrealized holding (loss) gain arising during
period (3,258) 21,690 (23,402) 29,501
Less: reclassification adjustment for gains
included in net income (2) (31) 1,016 1,391
--------- --------- --------- ---------
Other comprehensive income, before tax (3,256) 21,721 (24,418) 28,110
Income tax expense related to items of other
comprehensive income 1,519 (9,276) 10,484 (12,055)
--------- --------- --------- ---------
Other comprehensive income, net of tax (1,737) 12,445 (13,934) 16,055
--------- --------- --------- ---------
Total comprehensive income, net of tax $ 59,966 $ 65,239 $ 142,693 $ 138,846
========= ========= ========= =========
</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>
NINE MONTHS ENDED
SEPTEMBER 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 (438,611) 323,651
Issuance of common stock -- 62,453
Constructive recapitalization of S corporation undistributed earnings -- 29,354
Amortization of ESOP shares committed to be released 10,805 12,413
Amortization of stock plans shares 108 1,000
Tax benefit for vested stock plans shares 3,652 16,389
----------- -----------
Balance at end of period 854,749 1,275,821
----------- -----------
UNALLOCATED ESOP SHARES
Balance at beginning of period (110,101) (114,939)
Amortization of ESOP shares committed to be released 3,753 3,629
----------- -----------
Balance at end of period (106,348) (111,310)
----------- -----------
UNEARNED STOCK PLANS SHARES
Balance at beginning of period (4,459) (7,019)
Amortization of stock plans shares 880 2,267
----------- -----------
Balance at end of period (3,579) (4,752)
----------- -----------
RETAINED EARNINGS
Balance at beginning of period 1,273,264 1,208,818
Net income 156,627 122,791
Constructive recapitalization of S corporation undistributed earnings -- (29,354)
Dividends declared (59,996) (33,653)
Accrued distribution to S corporation stockholders -- (13,749)
Reissuance of treasury stock -- (5,278)
----------- -----------
Balance at end of period 1,369,895 1,249,575
----------- -----------
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
Balance at beginning of period 4,699 (3,555)
Net change in accumulated other comprehensive income, net (13,934) 16,055
----------- -----------
Balance at end of period (9,235) 12,500
----------- -----------
TREASURY STOCK, AT COST
Balance at beginning of period (520,725) (578,835)
Reissuance of treasury stock 498,400 275,520
Purchase of treasury stock -- (204,530)
----------- -----------
Balance at end of period (22,325) (507,845)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY $ 2,084,260 $ 1,915,092
=========== ===========
</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>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1999 1998
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 156,627 $ 122,791
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for possible loan losses 5,902 9,896
Depreciation and amortization of premises and equipment 23,352 17,008
Goodwill amortization 59,740 34,685
Accretion of discount on securities, net of premium amortization (4,137) (7,410)
Net change in trading assets -- 24,951
Net change in trading liabilities -- (10,592)
Net change in retained interests in securitizations (2,508) (95)
ESOP and stock plans expense 15,544 17,091
Non-recurring personnel expense -- 8,335
Gain on securities transactions (1,016) (1,391)
Net change in loans held for sale 525,258 (123,595)
Net gain on loans held for sale (172,229) (86,592)
Net gain on sales of other real estate owned (4,604) (6,633)
Capitalization of servicing rights (48,298) (5,434)
Amortization and impairment of servicing rights 38,280 13,209
Deferred income taxes 20,515 17,426
Increase in other assets (4,580) (17,003)
Increase in other liabilities 29,403 15,761
Other, net (26,756) 504
----------- -----------
Net cash provided by operating activities 610,493 22,912
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations, net of principal repayments (267,940) (339,063)
Proceeds from sales of other real estate owned 15,936 20,569
Purchases of securities available for sale (1,760,107) (3,703,038)
Purchases of securities held to maturity -- (557)
Proceeds from maturities of securities available for sale 1,891,220 3,209,621
Proceeds from sales of securities available for sale 1,016 693,511
Principal repayments on securities 166,309 214,230
Purchase of Federal Home Loan Bank stock (91,791) --
Purchases of premises and equipment (21,324) (20,160)
----------- -----------
Net cash (used in) provided by investing activities (66,681) 75,113
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net deposits (withdrawals) from depositors' accounts 495,019 (121,800)
Borrowing on notes payable 3,230,845 5,729,940
Payments on notes payable (3,792,468) (5,633,383)
Net (decrease) increase on lease payable (583) 303
Proceeds from Federal Home Loan Bank stock 675,000 --
Payments for cash dividends (59,996) (33,653)
Stock offering 47,351 645,580
Net cash used in acquisitions -- (1,369,177)
Exercise of stock options 12,438 10,768
Purchase of treasury stock -- (204,530)
Securities sold under agreements to repurchase (283,901) 46,626
Net (decrease) increase in mortgagors' escrow (8,712) 33,990
----------- -----------
Net cash provided by (used in) financing activities 314,993 (895,336)
----------- -----------
Net increase (decrease) in cash and cash equivalents 858,805 (797,311)
Cash and cash equivalents at beginning of period 1,088,372 1,157,503
----------- -----------
Cash and cash equivalents at end of period $ 1,947,177 $ 360,192
=========== ===========
NON-CASH ACTIVITIES:
Additions to other real estate owned, net $ (5,874) $ (13,058)
=========== ===========
Loans to facilitate sales of other real estate $ -- $ 8,221
=========== ===========
Unsettled trades $ -- $ 277,989
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes $ 123,206 $ 72,601
=========== ===========
Interest paid $ 356,524 $ 370,568
=========== ===========
</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
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.
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 information is
not comparable, as it does 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 NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
----------------- ------------------
(IN THOUSANDS)
Net interest income:
GreenPoint $123,415 $361,672
Headlands 7,409 18,377
-------- --------
Combined $130,824 $380,049
======== ========
Net income:
GreenPoint $ 43,498 $116,499
Headlands 9,296 6,292
-------- --------
Combined $ 52,794 $122,791
======== ========
3. STOCK INCENTIVE PLAN
For the nine months ended September 30, 1999, the Company granted options to
purchase 1,583,500 shares of the Company's common stock to certain officers, at
an average exercise price of $32.44. These awards vest over two to three years
on the anniversary dates of the awards.
4. NON-EMPLOYEE DIRECTORS' STOCK OPTION GRANTS
During the nine months ended September 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 a Subchapter S corporation "S
corporation", which is not subject to corporate level income tax, to a
Subchapter C corporation "C corporation". As a C corporation, the Company
bears the federal, state and local tax obligation relating to its net income.
The accompanying consolidated statements of income for the quarter and nine
months ended September 30, 1999 and 1998 reflect the income tax expense of
the Company as if it had been subject to federal, state and local 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>
SEPTEMBER 30, DECEMBER 31,
1999 1998
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
LOANS RECEIVABLE HELD FOR SALE:
Residential mortgage loans $ 688,005 $ 838,026
Home equity lines of credit 88,132 68,135
Manufactured housing loans 384,260 535,237
Manufactured housing land/home loans 63,667 139,088
Guaranteed student loans 2,479 3,340
Deferred loan origination fees and unearned discount (6,396) (5,764)
----------- -----------
Loans receivable held for sale, net $ 1,220,147 $ 1,578,062
=========== ===========
</TABLE>
10
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. SECURITIES
Securities held at September 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 $ 98,336 $ --- $ (1,152) $ 97,184
Mortgage-backed securities 568,959 11 (14,433) 554,537
Collateralized mortgage obligations 172,972 --- (1,993) 170,979
Trust certificates collateralized by GNMA
securities 18,125 --- (45) 18,080
Commercial paper 74,816 --- --- 74,816
Corporate bonds 29,022 --- (1,147) 27,875
Corporate asset-backed securities 25,000 --- (102) 24,898
Other 50,016 7 (2) 50,021
------------- ------------- ------------- -------------
Total securities available for sale $ 1,037,246 $ 18 $ (18,874) $ 1,018,390
============= ============= ============= =============
SECURITIES HELD TO MATURITY
Tax exempt municipals $ 555 $ 11 $ --- $ 566
Other 1,502 --- --- 1,502
------------- ------------- ------------- -------------
Total securities held to maturity $ 2,057 $ 11 $ --- $ 2,068
============= ============= ============= =============
Securities held at December 31, 1998 are summarized as follows:
<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>
o ESTIMATED FAIR VALUES FOR SECURITIES ARE BASED ON PUBLISHED MARKET OR
SECURITIES DEALERS' ESTIMATED PRICES.
o DURING THE QUARTER ENDED SEPTEMBER 30, 1999, THE COMPANY SOLD NO AVAILABLE
FOR SALE SECURITIES.
o DURING THE QUARTER ENDED SEPTEMBER 30, 1999, THE COMPANY SOLD $172.3
MILLION IN TRADING ASSETS, RESULTING IN GROSS REALIZED GAINS OF $660
THOUSAND AND GROSS REALIZED LOSSES OF $564 THOUSAND.
o THE AVERAGE MATURITIES OF THE SECURITIES AVAILABLE FOR SALE AND HELD TO
MATURITY AT SEPTEMBER 30, 1999 ARE APPROXIMATELY 11.7 AND 6.2 YEARS,
RESPECTIVELY. THERE WERE NO TRADING SECURITIES AT SEPTEMBER 30, 1999.
o 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 5.0 YEARS.
11
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8. LOAN SALES
SECURITIZATIONS
During the quarter ended September 30, 1999, the Company sold $100.0 million of
manufactured housing loans ("Manufactured Housing") in a securitization
transaction for a gain of $4.7 million. 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.
Also, during the quarter ended September 30, 1999, the Company sold $270.8
million of home equity lines of credit and second mortgage loans ("Mortgages")
in a securitization transaction for a gain of $5.8 million. The Company
receives annual servicing fees approximating 0.5% for these mortgage 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 trusts 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 the Manufactured Housing
securitization. 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 securitizations completed during the quarter ended September
30, 1999 were as follows:
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, 1999
---------------------------------------
MANUFACTURED HOUSING MORTGAGES
--------------------- ---------
<S> <C> <C>
Weighted average prepayment rate (1) 14.1% 44.3%
Weighted average life (in years) 4.5 1.5
Weighted average default rate 2.0% 0.5%
Loss severity rate 54.0% 100.0%
Asset cash flows discounted at 14.0% 15.0%
</TABLE>
(1) EXCLUDES WEIGHTED AVERAGE DEFAULT RATE.
WHOLE LOAN SALES
During the quarters ended September 30, 1999 and 1998, the Company sold as whole
loans certain mortgage loans with principal balances outstanding of $2.1 billion
and $2.0 billion, respectively, for pretax gains of $38.4 million and $37.4
million, respectively. The Company retained servicing on some of the mortgages
sold, but did not retain any other interests in those mortgages. GreenPoint
maintained limited recourse in the event of default on a portion of its whole
loan sales.
During the quarter ended September 30, 1999, the Company sold as whole loans
certain manufactured housing land/home loans with principal balances outstanding
of $191.4 million for a gain of $8.9 million. The Company retained servicing on
those loans but did not retain any other interests in those loans.
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:
SEPTEMBER 30, 1999
--------------------------------------
MANUFACTURED
MORTGAGES HOUSING TOTAL
--------- ---------- ----------
(IN THOUSANDS)
Subordinated certificates $ 6,885 $ -- $ 6,885
Interest-only strip 36,943 12,174 49,117
Transferor interest 16,615 -- 16,615
---------- ---------- ----------
$ 60,443 $ 12,174 $ 72,617
========== ========== ==========
DECEMBER 31, 1998
--------------------------------------
MANUFACTURED
MORTGAGES 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:
SEPTEMBER 30, DECEMBER 31,
1999 1998
---------- ----------
(IN THOUSANDS)
Mortgage $ 44,536 $ 30,870
Manufactured housing 111,409 115,057
---------- ----------
$ 155,945 $ 145,927
========== ==========
CORPORATE GUARANTEES AND OTHER RESERVES:
The Company has issued corporate guarantees with respect to $2.5 billion of
securitized manufactured housing and mortgage loans. The maximum amount of
recourse exposure under these corporate guarantees amounts to $283.3 million and
$84.3 million as of September 30, 1999 and December 31, 1998, respectively. The
Company has established a liability for its estimated losses under these
corporate guarantees of $15.8 million and $5.2 million as of September 30, 1999
and December 31, 1998, respectively.
In addition, at September 30, 1999, the Company has established recourse
reserves of $13.0 million and $5.6 million related to recourse associated with
mortgage and manufactured housing whole loan sales, 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:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
----------------- -----------------
(IN THOUSANDS)
<S> <C> <C>
Warehouse line of credit with banks, expiring on November 4,
1999, $200 million at September 30, 1999 and $750 million at
December 31, 1998, and interest bearing variable interest rates,
including a rate adjusted for compensating balances $ 40,000 $ 601,623
Master base agreement with a leasing company, secured by fixed
assets of the Company, bearing various interest rates based on
LIBOR 5,794 6,377
----------------- -----------------
$ 45,794 $ 608,000
================= =================
</TABLE>
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 September 30, 1999 approximately $3.9 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, income (loss) information pertaining to this segment is presented only
for 1999.
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, 1999
----------------------------------------------------------------------------------------------
MANUFACTURED SEGMENT CONSOLIDATED
MORTGAGE CONSUMER HOUSING TOTALS OTHER (1) TOTALS
------------- -------------- ------------- -------------- ----------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 64,438 $ 52,204 $ 7,079 $ 123,721 $ 15,565 $ 139,286
Income from fees and
commissions 4,290 8,123 --- 12,413 12,413
Loan servicing fees 3,566 --- 17,707 21,273 --- 21,273
Net gain on sales of loans 44,225 10 13,584 57,819 --- 57,819
Depreciation and amortization 4,036 12,395 8,959 25,390 2,845 28,235
Segment income (loss) before
taxes 75,948 27,924 (3,142) 100,730 2,538 103,268
Other significant non-cash
items:
ESOP and stock plans expense 1,059 1,203 1,804 4,066 747 4,813
Total assets $ 9,822,877 $ 12,182,745 $ 1,770,748 $ 23,776,370 $ (8,291,154) (3) $ 15,485,216
<CAPTION>
QUARTER ENDED SEPTEMBER 30, 1998
----------------------------------------------------------------------------------------------
MANUFACTURED SEGMENT CONSOLIDATED
MORTGAGE CONSUMER HOUSING TOTALS OTHER (1) TOTALS
------------- -------------- ------------- -------------- ----------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 64,877 $ 54,282 $ --- $ 119,159 $ 11,665 $ 130,824
Income from fees and
commissions 4,450 6,251 --- 10,701 1,365 12,066
Loan servicing fees (835) --- --- (835) --- (835)
Net gain on sales of loans 32,942 3 --- 32,945 --- 32,945
Depreciation and amortization 2,611 13,060 --- 15,671 1,881 17,552
Segment income (loss) before
taxes 63,080 28,323 --- 91,403 (4,918) 86,485
Other significant non-cash
items:
ESOP and stock plans expense 1,722 1,958 --- 3,680 1,750 5,430
Total assets $ 10,185,557 $ 11,339,657 $ 1,478,301 $ 23,003,515 $ (8,443,661) (3) $ 14,559,854
</TABLE>
15
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1999
-----------------------------------------------------------------------------------------------
MANUFACTURED SEGMENT CONSOLIDATED
MORTGAGE CONSUMER HOUSING TOTALS OTHER (1) TOTALS
---------------- ------------- ------------- ------------- ---------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 198,615 $ 153,830 $ 19,917 $ 372,362 $ 30,352 $ 402,714
Income from fees and
commissions 15,154 22,664 --- 37,818 --- 37,818
Loan servicing fees 4,596 --- 60,459 65,055 --- 65,055
Net gain on sales of loans 118,728 62 53,439 172,229 --- 172,229
Depreciation and amortization 10,682 37,079 26,930 74,691 8,401 83,092
Segment income (loss) before
taxes 208,372 (2) 79,662 18,594 306,628 (34,434) 272,194
Other significant non-cash
items:
ESOP and stock plans expense 3,387 3,575 5,855 12,817 2,727 15,544
Total assets $ 9,822,877 $ 12,182,745 $ 1,770,748 $ 23,776,370 $ (8,291,154)(3) $ 15,485,216
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1998
-----------------------------------------------------------------------------------------------
MANUFACTURED SEGMENT CONSOLIDATED
MORTGAGE CONSUMER HOUSING TOTALS OTHER (1) TOTALS
---------------- ------------- ------------- -------------- ---------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Net interest income $ 198,647 $ 163,817 $ --- $ 362,464 $ 17,585 $ 380,049
Income from fees and
commissions 12,165 19,337 --- 31,502 1,555 33,057
Loan servicing fees 1,057 --- --- 1,057 --- 1,057
Net gain on sales of loans 86,546 46 --- 86,592 --- 86,592
Depreciation and amortization 6,719 39,010 --- 45,729 5,838 51,567
Segment income (loss) before
taxes 192,816 85,126 --- 277,942 (43,409) 234,533
Other significant non-cash
items:
ESOP and stock plans expense 5,551 5,954 --- 11,505 5,586 17,091
Total assets $ 10,185,557 $ 11,339,657 $ 1,478,301 $ 23,003,515 $ (8,443,661)(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
$222.2 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 $11.6 BILLION AND $10.7 BILLION
FOR THE NINE MONTHS ENDED SEPTEMBER 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.
14. SUBSEQUENT EVENT
In October 1999, the Company's Board of Directors authorized a new share
repurchase program of up to 5%, or approximately 5.5 million, of its outstanding
shares. The repurchase will be at the Company's discretion, based on ongoing
assessments of the capital needs of the business and the market valuation of its
stock.
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 NINE MONTHS ENDED
------------------------------------------------------------- ----------------------------
SEPT. 30, JUNE 30, MARCH 31, DEC. 31, SEPT. 30, SEPT. 30, SEPT. 30,
1999 1999 1999 1998 1998 1999 1998
---------- ---------- -------------- ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
PERFORMANCE RATIOS (ANNUALIZED)
Core cash earnings return on
average assets (1) 2.28 % 2.31 % 2.22 % (2) 1.65 % 1.98 % 2.27 % (2) 1.91 % (3)
Core cash earnings return on
average equity (1) 16.98 17.02 16.98 (2) 12.97 16.11 16.99 (2) 17.77 (3)
Core cash earnings return on
tangible equity (1) 32.04 33.46 35.12 (2) 28.26 27.30 33.45 (2) 30.25 (3)
Core return on average assets 1.63 1.62 1.54 (2) 0.98 1.50 1.60 (2) 1.41 (3)
Core return on average equity 12.12 11.95 11.81 (2) 7.70 12.19 11.96 (2) 13.13 (3)
Net interest margin 4.13 4.10 3.83 3.97 4.03 4.02 3.95
Net interest spread during
period 3.75 3.75 3.51 3.66 3.59 3.67 3.59
Operating expense to average
assets (4) 2.90 2.94 2.82 2.77 2.06 2.89 2.09
Efficiency ratio (5) 47.0 47.3 47.4 55.6 42.3 47.2 43.5
Average interest-earning assets
to average interest-bearing
liabilities 1.10 x 1.09 x 1.08 x 1.07 x 1.11 x 1.09 x 1.08 x
REGULATORY CAPITAL RATIOS:
Company:
Leverage capital (6) 9.27 % 9.04 % 8.48 % 7.90 % 8.15 %
Risk-based capital (6):
Tier I 12.38 12.21 12.68 12.65 13.29
Total 13.44 13.27 13.90 13.90 14.54
Bank:
Leverage capital (6) 8.17 7.80 7.08 6.75 6.71
Risk-based capital (6):
Tier I 10.89 10.48 10.58 10.74 10.90
Total 11.95 11.55 11.81 11.99 12.16
PER SHARE DATA:
Core cash earnings (1)* $ 0.88 $ 0.87 $ 0.86 (2) $ 0.64 $ 0.75 $ 2.61 $ 2.25
Common book value** 21.26 20.75 20.39 19.99 19.91 N/A N/A
Tangible common book value** 11.45 10.74 10.17 9.45 9.26 N/A N/A
Shares used in calculations
- (In thousands):
* Average 98,112 98,189 96,372 96,070 93,397
** Period - end 98,035 98,129 97,969 96,154 96,178
Total 109,469 109,027 108,909 106,908 107,386
ASSET QUALITY RATIOS:
Non-performing loans to total
loans held for investment 2.43 % 2.72 % 2.97 % 3.03 % 3.16 %
Non-performing assets to total
assets 1.55 1.76 1.88 1.98 2.12
ALLOWANCE FOR POSSIBLE LOAN LOSSES TO:
Non-performing loans 48.13 44.65 40.60 39.63 37.92
Total loans held for investment 1.17 1.21 1.21 1.20 1.20
EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(7):
Excluding interest on deposits 11.33 x 11.02 x 7.94 x 7.09 x 10.20 x 10.10 x 9.38 x
Including interest on deposits 1.78 x 1.78 x 1.55 x 1.47 x 1.69 x 1.71 x 1.62 x
</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
ITEM 2 - 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 three principal operating segments, reflecting the major business
lines. GreenPoint Bank (the "Bank") is a New York state-chartered savings bank.
The Bank has $11.7 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 ("Mortgage Business"). GreenPoint Mortgage is
the leading national lender in no documentation ("No Doc") residential
mortgages. Headlands, headquartered in Larkspur, California, specializes 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, secondary market
transactions, 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,
all of which can adversely affect the origination volumes from the Company's
lending businesses; 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.
18
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
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.
2. OPERATING RESULTS
The third quarter's results include the following:
o Net income was $61.7 million, an increase of 17% over the third quarter of
1998. Net income was $156.6 million, inclusive of non-recurring costs and
charges, for the nine months ended September 30, 1999, an increase of 28%
over the comparable 1998 period. Net income per diluted share was $0.63
for the quarter, an increase of 11% over the third quarter of 1998. Net
income per diluted share for the nine months ended September 30, 1999 was
$1.61, an increase of 15% 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 third quarter of 1999 were $3.1 billion,
an increase of 4% over the third quarter of 1998, and a decrease of 19%
compared to the prior quarter. Mortgage originations for the same period
were $2.4 billion, a decrease of 22% from the third quarter of 1998, and
second quarter of 1999. Manufactured housing loan originations were $766
million, a decrease of 9% from the second quarter of 1999.
o GreenPoint Credit recorded a gain of $8.9 million and $4.7 million from a
whole loan sale of $191.4 million and a securitization of $100.0 million
of manufactured housing loans.
o Headlands sold certain whole loan mortgages of $2.1 billion and completed
a securitization of $270.8 million of home equity lines of credit and
second mortgages recording a gain of $38.4 million and $5.8 million,
respectively.
o Asset quality improved substantially over 1998, as non-performing loans
decreased 18% to $234.8 million, and non-performing assets decreased 19%
to $240.3 million at September 30, 1999.
The nine months ended 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.
19
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
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 NINE MONTHS ENDED
------------------------------------------------ ------------------------------
SEPT. 30, JUNE 30, SEPT. 30, SEPT. 30, SEPT. 30,
1999 1999 1998 1999 1998
------------ ------------- ------------- ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net income $ 61,703 $ 59,896 $ 52,794 $ 156,627 $ 122,791
Non-recurring items, net of tax (1) --- --- --- 22,503 23,656
------------ ------------- ------------- ------------ ------------
Core net income 61,703 59,896 52,794 179,130 146,447
Add back:
Goodwill amortization 19,892 19,890 11,562 59,740 34,685
Employee Stock Ownership and stock
plans expense 4,813 5,475 5,430 15,544 17,091
------------ ------------- ------------- ------------ ------------
Core cash earnings $ 86,408 $ 85,261 $ 69,786 $ 254,414 $ 198,223
============ ============= ============= ============ ============
Core cash earnings per share (2) $ 0.88 $ 0.87 $ 0.75 $ 2.61 $ 2.25
============ ============= ============= ============ ============
</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.
20
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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 $7.7 million, or
6%, over the third quarter of 1998, and by $21.4 million, or 6%, in the first
nine months of 1999, versus the comparable periods in 1998. The improvement in
net interest income reflects an increase in interest-earning assets and
improvement in net interest margin.
Interest income on mortgages held for investment decreased by $6.8 million, or
3%, to $194.2 million for the third quarter of 1999 and by $13.5 million, or 2%,
to $586.3 million in the first nine months of 1999, from $200.9 million and
$599.8 million, respectively, for the comparable 1998 periods. The decrease for
the quarter ended September 30, 1999 is attributable to a 27 basis point decline
in the average rate coupled with a $34.7 million drop in the average balance,
versus the same period a year ago. The decrease for the nine months ended
September 30, 1999 is attributable to a 33 basis point drop in the average rate,
offset by an increase in the average balance of $148.1 million, versus the
comparable 1998 period. 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 $20.6 million, or 109%, to
$39.3 million, in the third quarter of 1999, and by $57.6 million, or 118%, to
$106.4 million in the first nine months of 1999, from $18.8 million and $48.7
million, respectively, for the comparable 1998 periods. The primary reason for
the increase relates to the $589.1 million and $498.1 million of GreenPoint
Credit manufactured housing loans, which earned $14.5 million and $35.7 million
for the third quarter and nine months ended September 30, 1999, respectively.
Interest income on securities and money market investments fell by a combined
$14.6 million, or 32%, to $30.8 million for the third quarter of 1999 and by
$45.1 million, or 34%, to $87.9 million in the first nine months of 1999, from
$45.5 million and $132.9 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 $1.0 billion for the third quarter and
nine months ended September 30, 1999, respectively, versus the 1998 comparable
periods. The 3 and 11 basis point decline in the overall yield in
interest-earning assets is attributable to the 27 and 33 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 nine months ended
September 30, 1999, respectively.
Interest expense was flat at $137.6 million in the third quarter of 1999, and
decreased by $3.5 million, or 1%, to $405.9 million in the first nine months of
1999, from $137.6 million and $409.4 million, respectively, for the comparable
1998 periods. The decrease for the quarter and nine months ended September 30,
1999 reflects a 19 basis point decline in the average cost of funds counteracted
by a $523.0 million and $392.1 million rise in average interest-bearing
liabilities, respectively. The cost of funds for the quarter and nine months
ended September 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.
21
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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 September 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
------------------------------------------------------------------------------------
SEPTEMBER 30, 1999 SEPTEMBER 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) $ 9,093,129 $ 194,171 8.54 % $ 9,127,836 $ 200,943 8.81 %
Other loans (2) 407,178 9,294 9.13 29,031 597 8.23
Loans held for sale 1,813,161 39,348 8.68 787,296 18,787 9.54
Money market investments (3) 962,622 12,605 5.20 1,162,291 16,391 5.59
Securities (4) 1,139,487 18,234 6.38 1,960,023 29,072 5.90
Trading assets 19,735 277 5.57 8,407 114 5.38
Other interest-earning assets 230,814 3,919 6.74 159,901 4,272 10.60
------------- ----------- ------------- -----------
Total interest-earning assets 13,666,126 277,848 8.13 13,234,785 270,176 8.16
----------- -----------
Non-interest earning assets (5) 1,502,302 890,280
------------- -------------
Total assets $ 15,168,428 $ 14,125,065
============= =============
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Savings $ 1,452,803 8,064 2.20 $ 1,614,431 9,940 2.44
N.O.W. 304,187 750 0.98 316,912 978 1.22
Money market and variable rate savings 2,449,190 20,409 3.31 2,199,234 18,115 3.27
Term certificates of deposit 7,158,035 91,964 5.10 6,518,999 87,374 5.32
Mortgagors' escrow 113,382 426 1.49 143,246 387 1.07
Trading liabilities 8,431 111 5.22 4,376 58 5.26
Notes payable and other borrowings 375,616 5,003 5.27 265,766 3,198 4.77
Securities sold under agreements to
repurchase 216,055 2,798 5.14 491,814 9,519 7.68
Long term debt 199,890 3,468 6.94 199,853 3,468 6.94
Guaranteed preferred beneficial
interest in Company's junior
subordinated debentures 199,736 4,574 9.16 199,727 4,575 9.16
------------- ----------- ------------- -----------
Total interest-bearing liabilities 12,477,325 137,567 4.38 11,954,358 137,612 4.57
----------- -----------
Other liabilities 655,202 437,909
------------- -------------
Total liabilities 13,132,527 12,392,267
Stockholders' equity 2,035,901 1,732,798
------------- -------------
Total liabilities and stockholders'
equity $ 15,168,428 $ 14,125,065
============== =============
Net interest income/interest rate spread
(7) $ 140,281 3.75 % $ 132,564 3.59 %
=========== ====== =========== ======
Net interest-earning assets/net interest
margin (8) $ 1,188,801 4.13 % $ 1,280,427 4.03 %
============= ====== ============= ======
Ratio of interest-earning assets to
interest-earning liabilities 1.10 x 1.11 x
============== =============
</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
ITEM 2 - 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 nine months ended September 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>
NINE MONTHS ENDED
------------------------------------------------------------------------------------
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
----------------------------------------- -----------------------------------------
AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST COST BALANCE INTEREST COST
--------------- ------------- --------- --------------- ------------- ---------
(TAXABLE-EQUIVALENT INTEREST AND RATES, IN THOUSANDS) (1)
Assets:
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans held for investment (2) $ 9,179,966 $ 586,299 8.52 % $ 9,031,844 $ 599,771 8.85 %
Other loans (2) 214,286 13,800 8.59 30,140 1,881 8.32
Loans held for sale 1,621,427 106,363 8.75 682,847 48,718 9.51
Money market investments (3) 853,548 31,955 5.01 1,072,201 44,930 5.60
Securities (4) 1,217,132 55,942 6.13 1,981,811 88,015 5.93
Trading assets 7,099 295 5.54 4,577 188 5.49
Other interest-earning assets 334,062 17,084 6.84 159,315 10,326 8.67
--------------- ------------- --------------- -------------
Total interest-earning assets 13,427,520 811,738 8.06 12,962,735 793,829 8.17
------------- -------------
Non-interest earning assets (5) 1,537,599 910,289
--------------- ---------------
Total assets $ 14,965,119 $ 13,873,024
=============== ===============
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Savings $ 1,492,848 24,598 2.20 $ 1,666,824 30,452 2.44
N.O.W. 313,072 2,290 0.98 325,497 3,003 1.23
Money market and variable rate savings 2,406,040 59,257 3.29 2,175,047 53,840 3.31
Term certificates of deposit 7,016,344 268,713 5.12 6,506,514 260,442 5.35
Mortgagors' escrow 117,689 1,186 1.35 143,753 1,068 0.99
Trading liabilities 3,569 144 5.39 2,362 93 5.26
Notes payable and other borrowings 342,902 13,109 5.05 238,422 8,556 4.80
Securities sold under agreements to
repurchase 255,575 12,448 6.51 497,606 27,830 7.48
Long term debt 199,881 10,404 6.94 199,844 10,404 6.94
Guaranteed preferred beneficial
interest in Company's junior
subordinated debentures 199,734 13,723 9.16 199,725 13,721 9.16
--------------- ------------- --------------- -------------
Total interest-bearing liabilities 12,347,654 405,872 4.39 11,955,594 409,409 4.58
------------- -------------
Other liabilities 620,830 430,473
--------------- ---------------
Total liabilities 12,968,484 12,386,067
Stockholders' equity 1,996,635 1,486,957
--------------- ---------------
Total liabilities and stockholders'
equity $ 14,965,119 $ 13,873,024
=============== ===============
Net interest income/interest rate spread
(7) $ 405,866 3.67 % $ 384,420 3.59 %
=========== ==== =========== ====
Net interest-earning assets/net interest
margin (8) $ 1,079,866 4.02 % $ 1,007,141 3.95 %
============= ==== ============= ====
Ratio of interest-earning assets to
interest-earning liabilities 1.09 x 1.08 x
=============== ===============
</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.
23
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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 SEPTEMBER 30, 1999 NINE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED TO COMPARED TO
QUARTER ENDED SEPTEMBER 30, 1998 NINE MONTHS ENDED SEPTEMBER 30, 1998
INCREASE/(DECREASE) INCREASE/(DECREASE)
----------------------------------------- -----------------------------------------
DUE TO DUE TO
-------------------------- --------------------------
AVERAGE AVERAGE NET AVERAGE AVERAGE NET
VOLUME RATE CHANGE VOLUME RATE CHANGE
------------ ------------ ------------- ------------ ------------ -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans held for investment (1) $ (761) $ (6,011) $ (6,772) $ 9,723 $ (23,195) $ (13,472)
Other loans (1) 8,624 73 8,697 11,857 62 11,919
Loans held for sale 22,406 (1,845) 20,561 61,868 (4,223) 57,645
Money market investments (2) (2,674) (1,112) (3,786) (8,521) (4,454) (12,975)
Securities (12,978) 2,140 (10,838) (35,048) 2,975 (32,073)
Trading assets 159 4 163 105 2 107
Other interest-earning assets 1,516 (1,869) (353) 9,322 (2,564) 6,758
----------- ---------- ----------- ----------- ---------- -----------
Total interest earned on assets 16,292 (8,620) 7,672 49,306 (31,397) 17,909
----------- ---------- ----------- ----------- ---------- -----------
Interest-bearing liabilities:
Savings (946) (930) (1,876) (3,018) (2,836) (5,854)
N.O.W. (38) (190) (228) (111) (602) (713)
Money market and variable rate savings 2,081 213 2,294 5,690 (273) 5,417
Term certificate of deposit 8,315 (3,725) 4,590 19,839 (11,568) 8,271
Mortgagors' escrow (92) 131 39 (217) 335 118
Trading liabilities 53 --- 53 49 2 51
Notes payable and other borrowings 1,434 371 1,805 3,962 591 4,553
Securities sold under agreements to
repurchase (4,226) (2,495) (6,721) (12,155) (3,227) (15,382)
Long term debt --- --- --- --- --- ---
Guaranteed preferred beneficial
interest in Company's junior
subordinated debentures --- (1) (1) 1 1 2
----------- ---------- ----------- ----------- ---------- -----------
Total interest paid on liabilities 6,581 (6,626) (45) 14,040 (17,577) (3,537)
----------- ---------- ----------- ----------- ---------- -----------
Net change in net interest income $ 9,711 $ (1,994) $ 7,717 $ 35,266 $ (13,820) $ 21,446
=========== ========== =========== =========== ========== ===========
</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.
24
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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 $1.3 million, or 47%, to $1.4 million
for the third quarter of 1999 and by $4.0 million, or 40%, to $5.9 million in
the first nine months of 1999, from $2.7 million and $9.9 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 $94.9 million and $283.3 million, an increase of 129%
and 136% for the third quarter and nine months ended September 30, 1999,
respectively, versus the comparable 1998 periods. The increase for the third
quarter of 1999 was due to the addition of GreenPoint Credit's net servicing
income of $22.2 million, a $4.7 million and $8.9 million gain from a
securitization and a sale of manufactured housing loans, respectively; a $6.8
million increase in the gain from a securitization and whole loan mortgage
sales and a $1.4 million increase in banking fees and commissions. The nine
months ended September 30, 1999 results include the addition of GreenPoint
Credit's net servicing income of $65.0 million, a $44.5 million and $8.9
million gain from securitizations and a sale of manufactured housing loans,
respectively; a $32.2 million increase in the gain from a securitization and
whole loan mortgage sales, an increase of $1.9 million in mortgage fees and a
$2.9 million increase in banking fees and other commissions. The increase in
gain on sale of mortgage loans is due to higher volume of loans sold along
with more favorable pricing. The increase in mortgage loan fees for the nine
month period 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 and consumer fees.
NON-INTEREST EXPENSE
Total non-interest expense was $129.4 million and $407.9 million for the third
quarter and nine months ended September 30, 1999, an increase of 56% and 59%,
respectively, over the comparable 1998 periods.
The increase was primarily due to the addition of the operating expenses of
GreenPoint Credit ($38.6 and $115.6 million, respectively) and a 59% increase in
the operating expenses of Headlands associated with the expansion of its
business since the first quarter of 1998. The GreenPoint Credit expenses
included salaries and benefits of $15.6 million and $46.3 million, premises and
equipment of $3.0 million and $8.8 million, $9.6 million and $28.1 million in
other administrative expenses and goodwill expense of $8.3 million and $25.0
million for the third quarter and nine months ended September 30, 1999,
respectively. The combined Mortgage Business expanded its operations during
1998, increasing staff as a result of rising origination volume of approximately
8% for the nine months ended September 30, 1999. Origination volume for the
quarter ended September 30, 1999 decreased by 22% as a result of rising interest
rates. The most significant increase in the Mortgage Business expenses relates
to total salaries and benefits for the Mortgage Business operation, which were
$21.7 million and $70.4 million for the third quarter and nine months ended
September 30, 1999, respectively, $8.9 million and $20.3 million higher than the
comparable 1998 periods.
25
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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 $7.9 million, or 23%, to $41.6 million for
the third quarter of 1999 and by $3.8 million, or 3%, to $115.6 million in
first nine months of 1999, from $33.7 million and $111.7 million for the
comparable periods of 1998. The rise in the current quarter compared to 1998
is primarily due to a $16.8 million, or 19%, increase in income before income
taxes and by an increase in the effective tax rate from 39.0% in the 1998
quarter to 40.3% in the 1999 quarter. Included in total taxes for the nine
months ended September 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 nine months ended September 30, 1999.
FINANCIAL CONDITION
Total assets were $15.5 billion at September 30, 1999 compared to $15.0 billion
at December 31, 1998. Securities available for sale decreased $319.2 million to
$1.0 billion at September 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 $0.5 billion to $11.7 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.
26
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
NON-PERFORMING ASSETS
The Company's asset quality improved during the nine months ended September 30,
1999, as non-performing assets decreased by 19.0%. The ratio of non-performing
loans to total loans held for investment fell to 2.43% at September 30, 1999
from 3.03% at December 31, 1998 while the ratio of non-performing assets to
total assets fell to 1.55% at September 30, 1999 from 1.98% at December 31,
1998.
Non-performing assets, net of related specific reserves, were as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
---------------------- ----------------------
(IN THOUSANDS)
<S> <C> <C>
Mortgage loans secured by:
Residential one-to four-family $ 185,383 $ 225,934
Residential multi-family 27,494 33,904
Commercial property 21,806 25,219
Other loans 100 108
---------------------- ----------------------
Total non-performing loans (1) 234,783 285,165
---------------------- ----------------------
Total other real estate owned, net 5,532 11,445
---------------------- ----------------------
Total non-performing assets $ 240,315 $ 296,610
====================== ======================
</TABLE>
(1) INCLUDES $6.6 MILLION AND $12.3 MILLION OF NON-ACCRUAL MORTGAGE LOANS
UNDER 90 DAYS PAST DUE AT SEPTEMBER 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:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance at beginning of period $ 113,000 $ 111,000 $ 113,000 $ 109,000
Provision charged to income 1,448 2,714 5,902 9,896
Charge-offs (1,644) (1,934) (6,550) (7,357)
Recoveries 196 220 648 461
--------- --------- --------- ---------
Balance at end of period $ 113,000 $ 112,000 $ 113,000 $ 112,000
========= ========= ========= =========
</TABLE>
27
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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
September 30, 1999 was 13.46% 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 September 30, 1999, that the Company
and the Bank meet all capital adequacy requirements to which it is subject.
28
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
As of September 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.
<TABLE>
<CAPTION>
REQUIRED FOR CAPITAL
ACTUAL ADEQUACY PURPOSES
-------------------------------- --------------------------------
AMOUNT RATIO AMOUNT RATIO
-------------- -------------- -------------- --------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
AS OF SEPTEMBER 30, 1999
Total Capital (to Risk Weighted Assets):
Company $ 1,429.1 13.44 % $ 850.7 8.00 %
Bank 1,270.4 11.95 850.1 8.00
Tier 1 Capital (to Risk Weighted Assets):
Company $ 1,316.1 12.38 % $ 425.4 4.00 %
Bank 1,157.4 10.89 425.1 4.00
Tier 1 Capital (to Average Assets):
Company $ 1,316.1 9.27 % $ 568.0 4.00 %
Bank 1,157.4 8.17 567.0 4.00
REQUIRED FOR CAPITAL
ACTUAL ADEQUACY PURPOSES
-------------------------------- --------------------------------
AMOUNT RATIO AMOUNT RATIO
-------------- -------------- -------------- --------------
(IN MILLIONS)
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
</TABLE>
29
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 2 - 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 previously determined that it was required to modify or replace
portions of its software so that its computer systems will properly utilize
dates beyond December 31, 1999. Such modifications or replacements have been
completed with respect to the Company's critical systems and a freeze has been
imposed regarding the implementation of new systems or the upgrading of existing
systems through the end of 1999. Accordingly, the Company presently believes
that the Year 2000 issue will be mitigated.
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 has not received
adequate response from its suppliers and service providers, it developed
contingency plans intended to mitigate the possible disruption of critical
business operations. 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.
30
<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.
31
<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 $0.8 billion at September 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 four years. Under the terms of
these contracts, the Bank pays an average fixed rate of 6.36% and receives an
average variable rate of 5.39% 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 September 30, 1999, the cumulative volume of assets maturing or repricing
within one year exceeded liabilities by $74.0 million, or 0.48% 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.
32
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK - (CONTINUED)
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 September 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 5.9% of projected 1999 net income. Conversely, a
gradual 200 basis point increase in interest rates would result in net income
increasing by 1.7% 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.
33
<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 September
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 MORE THAN MORE THAN
THREE MONTHS THREE MONTHS SIX MONTHS ONE YEAR MORE THAN
TO THREE
OR LESS TO SIX MONTHS TO ONE YEAR YEARS THREE YEARS TOTAL
-------------- -------------- -------------- -------------- -------------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Total loans, net $ 2,199 $ 696 $ 1,087 $ 2,335 $ 4,439 $ 10,756
Money market investments (1) 1,821 --- --- --- --- 1,821
Securities held to maturity 1 --- --- --- 93 94
Securities available for sale 265 73 59 285 409 1,091
Other interest earning assets 120 --- --- --- --- 120
-------------- -------------- -------------- -------------- -------------- ------------
Total interest earning assets 4,406 769 1,146 2,620 4,941 13,882
-------------- -------------- -------------- -------------- -------------- ------------
Cash and due from banks 126 --- --- --- --- 126
Servicing assets 4 4 8 28 112 156
Goodwill 20 20 40 160 722 962
Other non-interest earning assets 359 --- --- --- --- 359
-------------- -------------- -------------- -------------- -------------- ------------
Total assets $ 4,915 $ 793 $ 1,194 $ 2,808 $ 5,775 $ 15,485
============== ============== ============== ============== ============== ============
Term certificates of deposit $ 2,134 $ 1,125 $ 1,938 $ 1,971 $ 131 $ 7,299
Core deposits 338 283 570 1,950 1,229 4,370
-------------- -------------- -------------- -------------- -------------- ------------
Total deposits 2,472 1,408 2,508 3,921 1,360 11,669
-------------- -------------- -------------- -------------- -------------- ------------
Mortgagors' escrow 7 7 13 54 38 119
Securities sold under agreements
to repurchase 101 --- --- --- --- 101
Federal Home Loan Bank of New
York advances 225 --- --- 100 350 675
Long term debt --- --- --- 200 --- 200
Guaranteed preferred beneficial
interest in Company's junior
subordinated debentures --- --- --- --- 200 200
Notes payable 46 --- --- --- --- 46
Other liabilities 391 --- --- --- --- 391
Stockholders' equity --- --- --- --- 2,084 2,084
-------------- -------------- -------------- -------------- -------------- ------------
Total liabilities and
stockholders' equity $ 3,242 $ 1,415 $ 2,521 $ 4,275 $ 4,032 $ 15,485
============== ============== ============== ============== ============== ============
Off balance sheet financial
instruments $ 350 $ --- $ --- $ (100) $ (250) $ ---
============== ============== ============== ============== ============== ============
Interest rate sensitivity gap $ 2,023 $ (622) $ (1,327) $ (1,567) $ 1,493
Cumulative gap $ 2,023 $ 1,401 $ 74 $ (1,493)
Interest rate sensitivity gap as
a percentage of total assets 13.06 % (4.01)% (8.57)% (10.12)% 9.64 %
Cumulative gap as a percentage of
total assets 13.06 % 9.05 % 0.48 % (9.64)%
</TABLE>
(1) CONSISTS OF INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD
AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.
34
<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 twelve 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. After consulting with outside counsel, the Company
currently believes that liability resulting from these claims, if any, would
not be material to the Bank's financial condition and results of operations.
35
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
PART II - OTHER INFORMATION
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
36
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
PART II - OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
(B) REPORTS ON FORM 8-K
On July 14, 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 July 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 August 2, 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 August 2, 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 August 2, 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 August 2, 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 August 18, 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.
37
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
PART II - OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
On August 30, 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 August 30, 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 August 30, 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 August 30, 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 September 22, 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 September 22, 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.
38
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
PART II - OTHER INFORMATION
EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)
On September 22, 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 September 22, 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 September 23, 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 order to file Related Computational Materials in
connection with the offering of Home Equity Loan Asset-Backed Notes, Series
1999-1, Class A-1 and Class A-2 Notes.
On September 28, 1999, GreenPoint Credit 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 1999-4 (the "Publicly Offered
Certificates"), which contains Orrick's consent to use of its name in the
Prospectus Supplement ("Prospectus Supplement") dated September 23, 1999
together with the related Prospectus dated September 23, 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 Salomon Smith Barney Inc.
On September 29, 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 order to file Related Computational Materials in
connection with the offering of Home Equity Loan Asset-Backed Notes, Series
1999-1, Class A-1 and Class A-2 Notes.
On September 29, 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 order to file the following documents: (i) the
consolidated financial statements of Ambac Assurance Corporation and its
subsidiaries; and (ii) the consent of KPMG LLP in connection with the
consolidated financial statements of Ambac Assurance Corporation and
Subsidiaries.
39
<PAGE>
GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
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 November 12, 1999
10 40
<PAGE>
EXHIBIT 11.1
Statement Regarding Computation of Per Share Earnings
(In millions, except share and per share amounts )
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
------------------------------- -------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income $ 61.7 $ 52.8 $ 156.6 $ 122.8
Weighted average number of common shares
outstanding during each year - basic 96.2 90.7 95.3 85.0
Weighted average number of common shares
and common stock equivalents outstanding during
each year - diluted 98.1 93.4 97.6 88.0
------------- ------------- ------------- -------------
Basic earnings per share $ 0.64 $ 0.58 $ 1.64 $ 1.44
============= ============= ============= =============
Diluted earnings per share $ 0.63 $ 0.57 $ 1.61 $ 1.40
============= ============= ============= =============
</TABLE>
ex
<PAGE>
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 NINE MONTHS ENDED
----------------------------------------------- -----------------
SEP. 30 JUN. 30 MAR. 31 DEC. 31 SEP. 30 SEP. 30 SEP. 30
1999 1999 1999 1998 1999 1998 1998
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Income before income taxes $103.3 $100.2 $ 68.7 $ 59.1 $ 86.5 $272.2 $234.5
Combined fixed charges and preferred stock dividends:
Interest expense on deposits 121.6 118.5 115.9 116.7 116.8 356.0 348.8
Interest expense on long-term debt 3.5 3.5 3.5 3.4 3.5 10.5 10.5
Interest expense on guaranteed preferred beneficial
interest in Company's junior subordinated debentures 4.6 4.6 4.6 4.5 4.6 13.8 13.8
Appropriate portion (1/3) of rent expense 1.9 1.9 1.8 1.8 1.3 5.6 3.7
Preferred stock dividend requirements -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------
Total combined fixed charges and
preferred stock dividends $131.6 $128.5 $125.8 $126.4 $126.2 $385.9 $376.8
====== ====== ====== ====== ====== ====== ======
Total combined fixed charges and
preferred stock dividends (excluding interest
expense on deposits) $ 10.0 $ 10.0 $ 9.9 $ 9.7 $ 9.4 $ 29.9 $ 28.0
====== ====== ====== ====== ====== ====== ======
Earnings before income taxes and combined fixed
charges and preferred stock dividends $234.9 $228.7 $194.5 $185.5 $212.7 $658.1 $611.3
====== ====== ====== ====== ====== ====== ======
Ratio of earnings to combined fixed charges and
preferred stock dividends (including interest expense
on deposits) 1.78x 1.78x 1.55x 1.47x 1.69x 1.71x 1.62x
====== ====== ====== ====== ====== ====== ======
Ratio of earnings to combined fixed charges and
preferred stock dividends (excluding interest expense
on deposits) 11.33x 11.02x 7.94x 7.09x 10.20x 10.10x 9.38x
====== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 122,340
<INT-BEARING-DEPOSITS> 12,527
<FED-FUNDS-SOLD> 1,812,300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,238,537
<INVESTMENTS-CARRYING> 2,057
<INVESTMENTS-MARKET> 2,068
<LOANS> 10,869,302
<ALLOWANCE> (113,000)
<TOTAL-ASSETS> 15,485,216
<DEPOSITS> 11,669,092
<SHORT-TERM> 821,801
<LIABILITIES-OTHER> 391,050
<LONG-TERM> 399,634
0
0
<COMMON> 1,103
<OTHER-SE> 2,083,157
<TOTAL-LIABILITIES-AND-EQUITY> 15,485,216
<INTEREST-LOAN> 706,460
<INTEREST-INVEST> 87,365
<INTEREST-OTHER> 14,761
<INTEREST-TOTAL> 808,586
<INTEREST-DEPOSIT> 356,044
<INTEREST-EXPENSE> 405,872
<INTEREST-INCOME-NET> 402,714
<LOAN-LOSSES> (5,902)
<SECURITIES-GAINS> 1,016
<EXPENSE-OTHER> 407,948
<INCOME-PRETAX> 272,194
<INCOME-PRE-EXTRAORDINARY> 156,627
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 156,627
<EPS-BASIC> 1.64
<EPS-DILUTED> 1.61
<YIELD-ACTUAL> 4.31
<LOANS-NON> 234,783
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (113,000)
<CHARGE-OFFS> (6,550)
<RECOVERIES> 648
<ALLOWANCE-CLOSE> (113,000)
<ALLOWANCE-DOMESTIC> (113,000)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
