New York munity Bancorp(NYCB) - 2022 Q4 - Annual Report

Part I Item 1. Business The company operates as a bank holding company for Flagstar Bank, N.A., with leading national positions in multi-family lending and mortgage services - On December 1, 2022, the company completed its acquisition of Flagstar Bancorp, Inc., merging New York Community Bank into the newly named Flagstar Bank, N.A[53] - The company holds significant national market positions, including 2nd largest multi-family portfolio lender and 8th largest bank originator of residential mortgages[54] - The bank operates 395 branches across nine states, with a strong presence in the Northeast and Midwest and exposure to high-growth markets[57] - As of December 31, 2022, the company's workforce included 7,497 employees, with a focus on gender and ethnic diversity[80][83] - The company pledged $28 billion over five years to support communities of color, LMI families, and small businesses through a Community Pledge Agreement[139] Item 1A. Risk Factors The company faces material risks including interest rate volatility, credit concentration, acquisition integration challenges, and cybersecurity threats - Changes in interest rates could reduce net interest income and negatively impact the value of assets[169] - The company has significant credit risk concentration with multi-family loans at 55% ($38.1 billion) and CRE loans at 12% ($8.5 billion) of the total portfolio[174] - New York's 2019 Housing Stability and Tenant Protection Act could impair the value of collateral securing its multi-family loans in New York State[176] - Challenges in integrating the Flagstar acquisition could prevent the company from achieving expected strategic objectives and operating efficiencies[209] - Operational risks include potential IT system failures, reliance on third-party vendors, and cybersecurity threats[214][217][219] - The Flagstar acquisition requires OCC approval for dividend payments through at least November 1, 2024, potentially restricting common stock dividends[210][211] Item 1B. Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[235] Item 2. Properties The company owns its headquarters and various branch locations while leasing other facilities, all of which are considered adequate for its needs - The company owns its headquarters and various back-office and branch locations, while also leasing facilities across nine states[236] Item 3. Legal Proceedings The company is involved in ordinary course legal actions that are not expected to have a material financial impact - Ongoing legal actions are part of the ordinary course of business and are not expected to have a material impact on its financial condition or results[238] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[239] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's common stock trades on the NYSE (NYCB), and it repurchased 2.3 million shares for $24 million in 2022 - The company's common stock trades on the New York Stock Exchange under the symbol "NYCB"[242] Share Repurchases in 2022 | Period | Total Shares Repurchased | Average Price Paid per Share | Total Allocation (in millions) | | :--- | :--- | :--- | :--- | | First Quarter 2022 | 901,934 | $12.93 | $11 | | Second Quarter 2022 | 809,996 | $8.88 | $7 | | Third Quarter 2022 | 107,022 | $9.16 | $1 | | Fourth Quarter 2022 | 517,983 | $8.72 | $5 | | 2022 Total | 2,336,935 | $10.42 | $24 | - Approximately $9 million remained available under the Board of Directors' $300 million share repurchase authorization as of December 31, 2022[250] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations FY 2022 net income rose 9% to $650 million, driven by the Flagstar acquisition which grew total assets by 51% to $90.1 billion Key Financial Performance (FY 2022 vs. FY 2021) | Metric | FY 2022 | FY 2021 | Change | | :--- | :--- | :--- | :--- | | Net Income | $650 million | $596 million | +9% | | Diluted EPS | $1.26 | $1.20 | +5% | | Return on Average Assets (ROA) | 1.01% | 1.04% | -3 bps | | Return on Average Common Stockholders' Equity (ROE) | 9.38% | 8.75% | +63 bps | Balance Sheet Growth (Year-End 2022 vs. 2021) | Metric | Dec 31, 2022 | Dec 31, 2021 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $90.1 billion | $59.5 billion | +51% | | Total Loans Held for Investment | $69.0 billion | $45.7 billion | +51% | | Total Deposits | $58.7 billion | $35.1 billion | +67% | - The Flagstar acquisition contributed significantly to growth, adding $25.8 billion in assets, $17.2 billion in loans, and $16.0 billion in deposits[255][260][289] - Net interest income for FY 2022 was $1.4 billion, an 8% increase from 2021, while the Net Interest Margin declined 12 basis points to 2.35%[263][264] - Asset quality remains strong, with Non-Performing Assets to total assets at 0.17% and Non-Performing Loans to total loans at 0.20% as of year-end 2022[265] Item 7A. Quantitative and Qualitative Disclosures about Market Risk The company's primary market risk is interest rate volatility, which it manages through its asset/liability mix and derivatives - The company's primary market risk is interest rate risk, which it manages through its asset/liability mix, origination of floating-rate loans, and use of derivatives[436][438] Net Interest Income (NII) Sensitivity Analysis (as of Dec 31, 2022) | Rate Shock Scenario (over one year) | Estimated % Change in NII | | :--- | :--- | | -200 bps | +3.14% | | -100 bps | +1.70% | | +100 bps | -2.81% | | +200 bps | -4.93% | Economic Value of Equity (EVE) Sensitivity Analysis (as of Dec 31, 2022) | Rate Shock Scenario | Estimated % Change in EVE | | :--- | :--- | | -200 bps | +0.89% | | -100 bps | +1.90% | | +100 bps | -3.04% | | +200 bps | -6.73% | - The company has established a sub-committee to manage the transition from LIBOR, which is set to be discontinued after June 30, 2023[439][442] Item 8. Financial Statements and Supplementary Data This section contains the company's audited consolidated financial statements and the independent auditor's report for the fiscal year ended December 31, 2022 Consolidated Statement of Condition (in millions) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Total Assets | $90,144 | $59,527 | | Total loans and leases held for investment, net | $68,608 | $45,539 | | Total securities | $9,074 | $5,796 | | Goodwill | $2,426 | $2,426 | | Total Liabilities | $81,320 | $52,483 | | Total deposits | $58,721 | $35,059 | | Total borrowed funds | $21,332 | $16,562 | | Total Stockholders' Equity | $8,824 | $7,044 | Consolidated Statement of Income (in millions) | Account | FY 2022 | FY 2021 | | :--- | :--- | :--- | | Net Interest Income | $1,396 | $1,289 | | Provision for Credit Losses | $133 | $3 | | Non-Interest Income | $247 | $61 | | Non-Interest Expense | $684 | $541 | | Net Income | $650 | $596 | | Net Income Available to Common Stockholders | $617 | $563 | - The independent auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal controls[781][782] - Critical Audit Matters identified by the auditor include the allowance for credit losses and fair value measurements of acquired loans and MSRs[786][791] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[805] Item 9A. Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[806] - Management assessed internal control over financial reporting as effective as of December 31, 2022, based on the COSO framework[812] - The assessment of internal controls excluded the recently acquired Flagstar Bancorp, which is permissible under SEC guidance[811] Item 9B. Other Information The company reports no other information for this item - None[815] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[816] Part III Item 10. Directors, Executive Officers, and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - This section incorporates information by reference from the company's 2023 Proxy Statement[818] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2023 Proxy Statement - This section incorporates information by reference from the company's 2023 Proxy Statement[820] Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters Information regarding security ownership is incorporated by reference from the 2023 Proxy Statement - As of December 31, 2022, there were 9,799,865 securities available for future issuance under equity compensation plans approved by security holders[821] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding related party transactions and director independence is incorporated by reference from the 2023 Proxy Statement - This section incorporates information by reference from the company's 2023 Proxy Statement[822] Item 14. Principal Accounting Fees and Services Information regarding accounting fees and services is incorporated by reference from the 2023 Proxy Statement - The company's independent registered public accounting firm is KPMG LLP[823] Part IV Item 15. Exhibits and Financial Statement Schedules This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K report - This section lists all financial statements, schedules, and exhibits filed with the Form 10-K[826][827] Item 16. Form 10-K Summary No Form 10-K summary is provided - None[830]