EX-99.2 4 dex992.htm EXHIBIT 99.2 Exhibit 99.2
Expanding Our Franchise and
Market Share in New Jersey
through the Acquisition of
November 2, 2006
Exhibit 99.2


1
Forward-Looking Statements
This
presentation,
other
written
materials,
and
statements
management
may
make
regarding
the
proposed
transaction
with
PennFed
Financial
Services,
Inc.,
like
other
written
and
oral
communications
presented
by
New
York
Community
Bancorp,
Inc.
and
its
authorized
officers,
may
be
forward-looking
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended.
New
York
Community
Bancorp,
Inc.
intends
such
forward-
looking
statements
to
be
covered
by
the
safe
harbor
provisions
for
forward-looking
statements
contained
in
the
Private
Securities
Litigation
Reform
Act
of
1995,
and
is
including
this
statement
for
purposes
of
said
safe
harbor
provisions.
Forward-looking
statements,
which
are
based
on
certain
assumptions,
may
be
identified
by
their
reference
to
future
periods
and
include,
without
limitation,
those
statements
relating
to
the
anticipated
effects
of
the
transaction
between
New
York
Community
Bancorp,
Inc.
and
PennFed
Financial
Services,
Inc.
(the
“Companies”).
The
following
factors,
among
others,
could
cause
the
actual
results
of
the
transaction
and
the
expected
benefits
of
the
transaction
to
the
combined
company
and
to
the
Companies’
shareholders,
to
differ
materially
from
the
expectations-stated
in
this
presentation:
the
ability
of
the
Companies
to
consummate
the
transaction;
a
materially
adverse
change
in
the
financial
condition
or
results
of
operations
of
either
company;
the
ability
of
New
York
Community
Bancorp,
Inc.
to
successfully
integrate
the
assets,
liabilities,
customers,
systems,
and
any
management
personnel
it
may
acquire
into
its
operations
pursuant
to
the
transaction;
and
the
ability
to
realize
the
related
revenue
synergies
and
cost
savings
within
the
expected
time
frames.
In
addition,
factors
that
could
cause
the
actual
results
of
the
transaction
to
differ
materially
from
current
expectations
include,
but
are
not
limited
to,
general
economic
conditions
and
trends,
either
nationally
or
locally
in
some
or
all
of
the
areas
in
which
the
Companies
and
their
customers
conduct
their
respective
businesses;
conditions
in
the
securities
markets
or
the
banking
industry;
changes
in
interest
rates,
which
may
affect
the
Companies’
net
income,
the
level
of
prepayment
penalties
and
other
future
cash
flows,
or
the
market
value
of
their
assets;
changes
in
deposit
flows,
and
in
the
demand
for
deposit,
loan,
and
investment
products
and
other
financial
services
in
the
Companies’
local
markets;
changes
in
the
financial
or
operating
performance
of
the
Companies’
customers’
businesses;
changes
in
real
estate
values,
which
could
impact
the
quality
of
the
assets
securing
the
Companies’
loans;
changes
in
the
quality
or
composition
of
the
Companies’
loan
or
investment
portfolios;
changes
in
competitive
pressures
among
financial
institutions
or
from
non-financial
institutions;
changes
in
the
customer
base
of
either
company;
potential
exposure
to
unknown
or
contingent
liabilities
of
companies
targeted
by
New
York
Community
Bancorp,
Inc.
for
acquisition;
the
Companies’
timely
development
of
new
lines
of
business
and
competitive
products
or
services
within
existing
lines
of
business
in
a
changing
environment,
and
the
acceptance
of
such
products
or
services
by
the
Companies’
customers;
any
interruption
or
breach
of
security
resulting
in
failures
or
disruptions
in
customer
account
management,
general
ledger,
deposit,
loan,
or
other
systems;
the
outcome
of
pending
or
threatened
litigation
or
of
other
matters
before
regulatory
agencies,
or
of
matters
resulting
from
regulatory
exams,
whether
currently
existing
or
commencing
in
the
future;
environmental
conditions
that
exist
or
may
exist
on
properties
owned
by,
leased
by,
or
mortgaged
to
the
Companies;
changes
in
estimates
of
future
reserve
requirements
based
upon
the
periodic
review
thereof
under
relevant
regulatory
and
accounting
requirements;
changes
in
banking,
securities,
tax,
environmental,
and
insurance
law,
regulations,
and
policies,
and
the
ability
to
comply
with
such
changes
in
a
timely
manner;
changes
in
accounting
principles,
policies,
practices,
or
guidelines;
changes
in
legislation
and
regulation;
operational
issues
stemming
from
and/or
capital
spending
necessitated
by
the
potential
need
to
adapt
to
industry
changes
in
information
technology
systems,
on
which
the
Companies
are
highly
dependent;
changes
in
the
monetary
and
fiscal
policies
of
the
U.S.
Government,
including
policies
of
the
U.S.
Treasury
and
the
Federal
Reserve
Board;
war
or
terrorist
activities;
and
other
economic,
competitive,
governmental,
regulatory,
and
geopolitical
factors
affecting
the
Companies’
operations,
pricing,
and
services.
Additionally,
the
timing
and
occurrence
or
non-occurrence
of
events
may
be
subject
to
circumstances
beyond
the
Companies’
control.
Readers
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements,
which
speak
only
as
of
the
date
of
this
presentation.
Except
as
required
by
applicable
law
or
regulation,
the Companies
disclaim
any
obligation
to
update
any
forward-looking
statements.
Safe Harbor Provisions of the Private Litigation Reform Act of 1995


2
Other Required Legal Disclosures
This
presentation
does
not
constitute
an
offer
to
sell
or
a
solicitation
of
an
offer
to
buy
any
securities.
New
York
Community
Bancorp,
Inc.
will
file
a
registration
statement
containing
a
proxy
statement/prospectus,
and
other
relevant
documents
concerning
the
proposed
transaction,
with
the
U.S.
Securities
and
Exchange
Commission
(the
“SEC”).
WE
URGE
INVESTORS
TO
READ THE
REGISTRATION
STATEMENT
CONTAINING
THE
PROXY
STATEMENT/PROSPECTUS,
AND
ANY
OTHER
RELEVANT
DOCUMENT
TO
BE
FILED
WITH
SEC,
BECAUSE
THEY
CONTAIN
IMPORTANT
INFORMATION.
Investors
will
be
able
to
obtain
these
documents
free
of
charge
at
the
SEC’s
web
site
(www.sec.gov).
In
addition,
documents
filed
with
the
SEC
by
New
York
Community
Bancorp,
Inc.
will
be
available
free
of
charge
from
the
Investor
Relations
Department,
New
York
Community
Bancorp,
Inc.,
615
Merrick
Avenue,
Westbury,
New
York
11590.


3
Transaction Summary
Purchase Price Per Share:
$19.50
(1)
Transaction Value:
$260 million
Form of Consideration:
100% NYB Common Stock
Exchange Ratio:
Fixed at 1.222 NYB shares for each PFSB
share
Transaction Structure:
Tax-free exchange
Expected Closing:
First Quarter 2007
Estimated Cost Savings:
$9.0 million pre-tax (represents 40% of PFSB’s
pre-tax
operating expenses); 100% realized in 2007
Revenue Synergies:
None assumed
(1)
Based on NYB’s closing price of $15.96 on November 2, 2006.


4
Transaction Summary (cont.)
Estimated Transaction Costs:
$18.6 million after-tax
Estimated Core Deposit Intangible:
3% of PFSB’s
non-CDs amortized over
10 years (sum-of-the-years digits)
Termination Fee:
$10 million (3.8% of transaction value)
Due Diligence:
Completed
Required Approvals:
PFSB’s
shareholders and customary
regulatory approvals


5
Strategic Rationale
Strengthens our market share in New Jersey
Improves our position from 26
th
to 7
th
in Essex County
Solidifies our position in Hudson and Union Counties
Expands our footprint into Ocean, Middlesex, and Monmouth Counties
Provides cost-effective deposits to fund loan growth
Franchise
Enhancing
Significant Cost
Savings and
Revenue
Enhancement
Opportunities
PFSB’s current efficiency ratio is 62.2% compared to 40.7% for NYB
Estimated
cost
savings
of
approximately
40%
of
PFSB’s
operating
expenses
$9.0 million in potential additional earnings from future balance sheet
repositioning
(1)
Provides liquidity through potential sale of PFSB’s  1–4 family loans
and securities to fund the production of multi-family and other higher-
yielding loans
(1)
Assumes PFSB’s 1-4 family loans and securities are replaced by multi-family and other higher-yielding loans.


6
Strategic Rationale (cont.)
Expected to be immediately accretive to our GAAP  and cash earnings
Low core deposit premium
(1)
of 10.8%
Double-digit internal rate of return without assumed revenue
enhancements from balance sheet repositioning
Attractive
Transaction Pricing
Low Execution
Risk
Strong integration track record –
five transactions in last six years
PFSB’s assets equate to approximately 8% of NYB’s current assets
No social issues
Low credit risk
(1)
Calculated as transaction value less tangible book value divided
by total deposits less CDs > $100,000.


7
Natural Expansion of NYB’s
Footprint
NYB
PFSB
Bronx
Manhattan
Richmond
Kings
Queens
Nassau
Suffolk
Westchester
Essex
Union
Middlesex
Monmouth
Ocean
Hudson
Essex
13
$0.90
Ocean
3
0.14
Monmouth
3
0.13
Middlesex
2
0.13
Hudson
2
0.08
Union
1
0.04
Total
24
$1.43
PFSB
Deposits by County
(1)
County
Branches
Deposits ($B)
Source:  SNL Financial.
(1)
As at June 30, 2006.


8
Monmouth
Strengthens and Expands Our Market Share
Source:
SNL
Financial.
Data
as
at
June
30,
2006.
Above
analysis
is pro forma for pending transactions.
Hudson
($ in millions)
Union
Ocean
Middlesex
Essex
1
Wachovia
32
$2,756
17.41%
2
Sovereign
22
1,668
10.53
3
PNC
24
1,372
8.67
4
Valley National
26
1,289
8.14
5
Bank of America
33
1,194
7.54
6
JPMorgan Chase
18
1,036
6.54
7
NYB Pro Forma
15
967
6.11
7
Hudson City
10
967
6.11
8
PFSB
13
900
5.68
9
Commerce
8
709
4.48
10
Investors Bancorp
8
708
4.47
26
NYB
2
68
0.43
Total For Institutions In Market
272
$15,836
Market
Rank
Institution
Branches
Deposits
Share
1
Bank of America
24
$10,534
53.53%
2
Capital One Financial
17
1,208
6.14
3
Provident Financial Services
17
959
4.87
4
Hudson City
8
939
4.77
5
Charles Schwab
1
756
3.84
6
Wachovia
14
559
2.84
7
Valley National
13
508
2.58
8
TD Banknorth
12
499
2.53
9
Pamrapo
9
423
2.15
10
PNC Financial Services Group
11
415
2.11
15
NYB Pro Forma
6
280
1.42
17
NYB
4
195
0.99
22
PFSB
2
85
0.43
Total For Institutions In Market
190
$19,680
Market
Rank
Institution
Branches
Deposits
Share
1
Wachovia
32
$4,723
31.82%
2
Bank of America
31
1,425
9.60
3
Commerce
13
998
6.72
4
Sovereign
22
915
6.17
5
Union County Savings Bank
4
851
5.73
6
Investors
11
846
5.70
7
PNC Financial Services Group
14
751
5.06
8
Center
8
627
4.22
9
JPMorgan Chase
7
434
2.92
10
Synergy Finl Group
11
430
2.90
20
NYB Pro Forma
3
124
0.84
23
NYB
2
80
0.54
29
PFSB
1
44
0.29
Total For Institutions In Market
214
$14,846
Market
Rank
Institution
Branches
Deposits
Share
1
Wachovia
30
$2,192
19.47%
2
Commerce
18
1,696
15.06
3
Hudson City
12
1,546
13.74
4
Sovereign
29
1,425
12.65
5
OceanFirst Financial
15
1,195
10.62
6
Bank of America
30
1,072
9.52
7
Investors
6
463
4.11
8
PNC Financial Services Group
11
439
3.90
9
Sun
6
210
1.86
10
Provident Financial Services
6
185
1.65
12
PFSB
3
139
1.23
Total For Institutions In Market
191
$11,257
Market
Rank
Institution
Branches
Deposits
Share
1
Wachovia
28
$2,956
16.80%
2
PNC Financial Services Group
32
2,721
15.47
3
Bank of America
35
1,870
10.63
4
Amboyoration
12
1,613
9.17
5
Provident Financial Services
23
1,415
8.05
6
Commerce
13
1,246
7.08
7
Sovereign
17
1,208
6.87
8
Washington Mutual
6
446
2.54
9
Bessemer Group
1
376
2.14
10
Magyar
3
332
1.89
21
PFSB
2
126
0.72
Total For Institutions In Market
256
$17,589
Market
Rank
Institution
Branches
Deposits
Share
1
Wachovia
34
$2,432
17.42%
2
Sovereign
28
1,882
13.48
3
Bank of America
38
1,474
10.56
4
Commerce
17
1,352
9.69
5
PNC Financial Services Group
22
1,165
8.35
6
Investors
9
928
6.65
7
Hudson City
5
792
5.67
8
Central Jersey
13
393
2.81
9
Provident Financial Services
10
377
2.70
10
Sun
12
375
2.69
21
PFSB
3
133
0.95
Total For Institutions In Market
265
$13,958
Market
Rank
Institution
Branches
Deposits
Share


9
Significant Cost Savings and Revenue Enhancement
Opportunities
Transaction expected to close on or about March 31, 2007
Estimated cost savings of 40% of PFSB’s pre-tax operating
expenses to be fully realized in 2007
Opportunity to deploy cash flows from PFSB’s
1-4 family
loans and securities into multi-family and other higher-
yielding loans
Expected to be accretive to both GAAP and Cash EPS in
2007 and 2008 without incremental revenue from potential
balance sheet repositioning


10
Significant Cost Savings Opportunities
Sources of Estimated Cost Savings
Compensation and benefits
Benefit plans
General, administrative, and other
Total estimated cost savings
Amount (pre-tax)
$6.0
1.0
2.0
$9.0
Represents 40% of PFSB’s
Pre-Tax Operating Expenses
($ in millions)


11
Attractive Transaction Pricing
Price/LTM Earnings
21.7x
24.0x
Price/2007 Projected EPS
(2)
20.0
20.6
Price/2007 Projected EPS + Cost Savings
(3)
14.0
Price/2007 Projected EPS +  Balance Sheet
11.8
Repositioning Synergy
(4)
Price/2007 Projected EPS + Cost Savings +
9.4
Balance Sheet Repositioning Synergy
(4)
Price/Book Value
(5)
2.01
2.68
Price/Tangible Book Value
(5)
2.01
3.02
Core Deposit Premium
(6)
10.8%
20.0%
Source:  SNL Financial and Company SEC Filings.
(1)
Precedent
transactions include selected bank and thrift deals in NY, NJ, PA, and MD. Data represents medians.
(2)
2007 EPS based on I/B/E/S consensus estimate of $0.97.
(3)
Based on estimated cost savings of $9.0 million (pre-tax).
(4)
Balance
sheet
repositioning
assumes
PFSB’s
1-4
family
loans
and
securities
are
replaced
by
multi-family
and
other
higher-yielding
loans.
(5)
Book value and tangible book value per share at September 30, 2006.
(6)
Calculated
as
transaction
value less tangible book value divided by total deposits less CD
> $100,000.
Precedent
Transactions
(1)
NYB-PFSB
($ in millions)


12
Low Execution Risk
NYB has successfully integrated five acquisitions and in
each case repositioned the post-merger balance sheet
Common community banking focus
Pro formas reflect conservative cost savings assumptions
and no revenue enhancement
Integration to be completed in early 2007


13
Our Corporate Structure
NYB’s structure supports back-office
consolidation and retention of strong brands.
Community
Bank
Divisions
Commercial
Bank
Divisions
Queens County
Savings Bank
Richmond County
Savings Bank
Roslyn
Savings Bank
Roosevelt
Savings Bank
CFS
Bank
Ironbound
Bank
First Savings
Bank of NJ
Atlantic Bank
of New York


14
PFSB At-A-Glance
(1)
(1)
Data at or for the quarter ended September 30, 2006.
Attractive
Community
Banking Franchise
Strong Credit
Culture, Asset
Quality, and Capital
Ratios
Non-Performing Assets/Total Assets
0.09%
Non-Performing Loans/Total Loans
0.12
Net Charge-Offs/Average Loans
0.01
Allowance for Loan Losses/Total
Loans
0.34
Allowance for Loan Losses/Non-Performing Loans
274.07
Tangible Equity/Tangible Assets
5.33
Total Risk-Based Capital Ratio
13.43
$2.3 billion in assets
$1.7 billion in loans: 77% 1–4 family, 13% consumer,
10% commercial and multi-family
$1.5 billion in deposits
24 branches in Essex, Ocean, Middlesex, Monmouth,
Hudson, and Union Counties in New Jersey
#8 ranked depository in Essex County


15
PFSB’s
Deposit and Loan Composition
Deposits
(1)
Loans
(1)
(1)
At September 30, 2006.
Savings
18.6%
Non-Jumbo
CDs
49.4%
Jumbo CDs
11.0%
Checking and
Money
Market
21.0%
Total:  $1.5B
Total:  $1.7B
Consumer
12.8%
Other
0.7%
Commercial &
Multi-Family
9.9%
1-4 Family
76.6%


16
Strong Credit Quality
(1)
Bank &
NYB
PFSB
Pro Forma
Thrift  Peers
(2)
Net Charge-Offs/Average Loans
0.00%
0.01%
0.00%
0.07%
Non-Performing Assets/Total Assets
0.12
0.09
0.11
0.27
Allowance for Loan Losses/Total Loans
0.43
0.34
0.42
1.12
Allowance for Loan Losses/
266.0
274.1
266.1
283.0
Non-Performing Loans
(1)
At or for the quarter ended September 30, 2006.
(2)
Average of all publicly traded banks and thrifts in the US.


17
Summary
Strengthens our franchise and market share in New Jersey
Provides cost-effective retail deposits to fund loan growth
Opportunity for significant cost savings
Significant opportunity to enhance profitability through post-merger
balance sheet repositioning
Expected to be accretive to GAAP and cash earnings with strong internal
rate of return on capital
Low execution risk
Consistent with our growth-through-acquisition strategy