Edgar Filing: NEW YORK COMMUNITY BANCORP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

Commission File Number 1-31565

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

06-1377322

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (516) 683-4100

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 such 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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer x Accelerated Filer ¨ Non-accelerated Filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

442,647,425

Number of shares of common stock outstanding at

November 3, 2014

NEW YORK COMMUNITY BANCORP, INC.

FORM 10-Q

Quarter Ended September 30, 2014

INDEX		Page No.
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Condition as of September 30, 2014 (unaudited) and December 31, 2013		1
	Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)		2
	Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2014 (unaudited)		3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)		4
	Notes to the Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		89
Item 4.	Controls and Procedures		89
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings		89
Item 1A.	Risk Factors		89
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		90
Item 3.	Defaults Upon Senior Securities		90
Item 4.	Mine Safety Disclosures		90
Item 5.	Other Information		90
Item 6.	Exhibits		91
Signatures			92
Exhibits

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands, except share data)

	September 30,			December 31,
	2014			2013
	(unaudited)
Assets:
Cash and cash equivalents	$	662,537		$	644,550
Securities:
Available-for-sale ($58,540 and $79,905 pledged, respectively)		243,032			280,738
Held-to-maturity ($4,749,889 and $4,945,905 pledged, respectively) (fair value of $7,317,015 and $7,445,244, respectively)		7,268,244			7,670,282
Total securities		7,511,276			7,951,020
Non-covered loans held for sale		680,147			306,915
Non-covered loans held for investment, net of deferred loan fees and costs		32,252,009			29,837,989
Less: Allowance for losses on non-covered loans		(139,744	)		(141,946	)
Non-covered loans held for investment, net		32,112,265			29,696,043
Covered loans		2,504,622			2,788,618
Less: Allowance for losses on covered loans		(45,682	)		(64,069	)
Covered loans, net		2,458,940			2,724,549
Total loans, net		35,251,352			32,727,507
Federal Home Loan Bank stock, at cost		520,445			561,390
Premises and equipment, net		300,573			273,299
FDIC loss share receivable		418,510			492,674
Goodwill		2,436,131			2,436,131
Core deposit intangibles, net		9,816			16,240
Mortgage servicing rights		237,221			241,018
Bank-owned life insurance		909,881			893,522
Other real estate owned (includes $35,797 and $37,477, respectively, of other real estate owned covered by loss sharing agreements)		99,535			108,869
Other assets		322,495			342,067
Total assets	$	48,679,772		$	46,688,287
Liabilities and Stockholders’ Equity:
Deposits:
NOW and money market accounts	$	12,409,449		$	10,536,947
Savings accounts		7,152,261			5,921,437
Certificates of deposit		6,324,385			6,932,096
Non-interest-bearing accounts		2,421,676			2,270,512
Total deposits		28,307,771			25,660,992
Borrowed funds:
Wholesale borrowings:
Federal Home Loan Bank advances		10,312,316			10,872,576
Repurchase agreements		3,425,000			3,425,000
Fed funds purchased		297,000			445,000
Total wholesale borrowings		14,034,316			14,742,576
Other borrowings		362,596			362,426
Total borrowed funds		14,396,912			15,105,002
Other liabilities		197,091			186,631
Total liabilities		42,901,774			40,952,625
Stockholders’ equity:
Preferred stock at par $0.01 (5,000,000 shares authorized; none issued)		--			--
Common stock at par $0.01 (600,000,000 shares authorized; 442,659,460 and 440,873,285 shares issued; and 442,648,147 and 440,809,365 shares outstanding, respectively)		4,427			4,409
Paid-in capital in excess of par		5,362,233			5,346,017
Retained earnings		443,949			422,761
Treasury stock, at cost (11,313 and 63,920 shares, respectively)		(178	)		(1,032	)
Accumulated other comprehensive loss, net of tax:
Net unrealized gain on securities available for sale, net of tax of $1,720 and $171, respectively		2,559			277
Net unrealized loss on the non-credit portion of other-than-temporary impairment (“OTTI”) losses on securities, net of tax of $3,454 and $3,586, respectively		(5,404	)		(5,604	)
Net unrealized loss on pension and post-retirement obligations, net of tax of $20,056 and $21,126, respectively		(29,588	)		(31,166	)
Total accumulated other comprehensive loss, net of tax		(32,433	)		(36,493	)
Total stockholders’ equity		5,777,998			5,735,662
Total liabilities and stockholders’ equity	$	48,679,772		$	46,688,287

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

	For the						For the
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Interest Income:
Mortgage and other loans	$	360,499		$	370,341		$	1,056,586		$	1,125,496
Securities and money market investments		66,572			57,334			203,678			151,560
Total interest income		427,071			427,675			1,260,264			1,277,056

Interest Expense:
NOW and money market accounts		10,632			8,613			28,399			27,565
Savings accounts		9,741			6,285			24,473			15,512
Certificates of deposit		18,330			20,206			55,854			64,223
Borrowed funds		99,339			98,340			294,867			300,465
Total interest expense		138,042			133,444			403,593			407,765
Net interest income		289,029			294,231			856,671			869,291
Provision for losses on non-covered loans		--			5,000			--			15,000
(Recovery of) provision for losses on covered loans		(3,945	)		9,467			(18,387	)		18,587
Net interest income after (recovery of) provision for loan losses		292,974			279,764			875,058			835,704

Non-Interest Income:
Mortgage banking income		16,606			16,205			46,507			65,530
Fee income		9,188			9,799			27,512			28,532
Bank-owned life insurance		6,888			7,916			20,530			22,506
Net gain on sales of securities		182			1,019			5,317			17,764
FDIC indemnification (expense) income		(3,156	)		7,573			(14,710	)		14,869
Gain on Visa shares sold		--			--			3,856			--
Other income		11,578			8,212			42,102			30,819
Total non-interest income		41,286			50,724			131,114			180,020

Non-Interest Expense:
Operating expenses:
Compensation and benefits		78,033			77,083			228,616			237,989
Occupancy and equipment		23,619			24,342			73,997			72,101
General and administrative		41,524			44,785			130,319			135,279
Total operating expenses		143,176			146,210			432,932			445,369
Amortization of core deposit intangibles		2,019			4,117			6,424			12,719
Total non-interest expense		145,195			150,327			439,356			458,088
Income before income taxes		189,065			180,161			566,816			557,636
Income tax expense		68,807			65,961			212,616			202,244
Net income	$	120,258		$	114,200		$	354,200		$	355,392
Other comprehensive income, net of tax:
Change in net unrealized gain/loss on securities available for sale, net of tax of $292; $1,770; $3,696; and $4,152, respectively		(432	)		(2,625	)		5,453			(6,143	)
Change in the non-credit portion of OTTI losses recognized in other comprehensive income, net of tax of $110; $10; $132; and $4,795, respectively		166			16			200			7,557
Change in pension and post-retirement obligations, net of tax of $357; $1,008; $1,070; and $3,024, respectively		526			1,486			1,578			4,458
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of $73; $405; $2,146; and $2,503, respectively		(109	)		(614	)		(3,171	)		(3,709	)
Total other comprehensive income (loss), net of tax		151			(1,737	)		4,060			2,163
Total comprehensive income, net of tax	$	120,409		$	112,463		$	358,260		$	357,555

Basic earnings per share	$	0.27		$	0.26		$	0.80		$	0.80
Diluted earnings per share	$	0.27		$	0.26		$	0.80		$	0.80

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

	For the Nine Months Ended
	September 30, 2014
Common Stock (Par Value: $0.01):
Balance at beginning of year	$	4,409
Shares issued for restricted stock awards (1,782,601 shares)		18
Shares issued for exercise of stock options (3,574 shares)		--
Balance at end of period		4,427

Paid-in Capital in Excess of Par:
Balance at beginning of year		5,346,017
Shares issued for restricted stock awards, net of forfeitures		(7,073	)
Compensation expense related to restricted stock awards		20,720
Tax effect of stock plans		2,569
Balance at end of period		5,362,233

Retained Earnings:
Balance at beginning of year		422,761
Net income		354,200
Dividends paid on common stock ($0.75 per share)		(331,627	)
Stock options exercised		(82	)
Effect of adopting Accounting Standards Update 2014-01		(1,303	)
Balance at end of period		443,949

Treasury Stock:
Balance at beginning of year		(1,032	)
Purchase of common stock (378,480 shares)		(6,343	)
Exercise of stock options (8,990 shares)		142
Shares issued for restricted stock awards (422,097 shares)		7,055
Balance at end of period		(178	)

Accumulated Other Comprehensive Loss, net of tax:
Balance at beginning of year		(36,493	)
Other comprehensive income, net of tax		4,060
Balance at end of period		(32,433	)
Total stockholders’ equity	$	5,777,998

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Nine Months Ended
	September 30,
	2014			2013
Cash Flows from Operating Activities:
Net income	$	354,200		$	355,392
Adjustments to reconcile net income to net cash provided by operating activities:
(Recovery of) provision for loan losses		(18,387	)		33,587
Depreciation and amortization		20,656			21,057
Amortization of discounts and premiums, net		(6,094	)		(2,098	)
Amortization of core deposit intangibles		6,424			12,719
Net gain on sales of securities		(5,317	)		(17,764	)
Gain on sale of loans		(15,308	)		(48,809	)
Gain on Visa shares sold		(3,856	)		--
Stock plan-related compensation		20,720			16,626
Deferred tax expense		4,281			32,430
Changes in assets and liabilities:
Decrease (increase) in other assets		90,509			(20,473	)
Increase in other liabilities		4,771			15,630
Origination of loans held for sale		(2,214,983	)		(5,510,041	)
Proceeds from sale of loans originated for sale		2,256,216			6,440,377
Net cash provided by operating activities		493,832			1,328,633
Cash Flows from Investing Activities:
Proceeds from repayment of securities held to maturity		558,888			617,351
Proceeds from repayment of securities available for sale		8,277			54,709
Proceeds from sale of securities held to maturity		--			191,142
Proceeds from sale of securities available for sale		254,491			593,551
Purchase of securities held to maturity		(150,338	)		(3,075,597	)
Purchase of securities available for sale		(216,000	)		(535,347	)
Proceeds from sale of Visa shares		3,856			--
Net redemption (purchase) of Federal Home Loan Bank stock		40,945			(83,685	)
Net increase in loans		(2,531,383	)		(1,476,755	)
Purchase of premises and equipment, net		(47,930	)		(21,378	)
Net cash used in investing activities		(2,079,194	)		(3,736,009	)
Cash Flows from Financing Activities:
Net increase in deposits		2,646,779			431,829
Net (decrease) increase in short-term borrowed funds		(703,100	)		1,925,000
Net decrease in long-term borrowed funds		(4,990	)		(789,749	)
Tax effect of stock plans		2,569			797
Cash dividends paid on common stock		(331,627	)		(330,172	)
Treasury stock purchases		(6,343	)		(4,352	)
Net cash received from stock option exercises		61			327
Net cash provided by financing activities		1,603,349			1,233,680
Net increase (decrease) in cash and cash equivalents		17,987			(1,173,696	)
Cash and cash equivalents at beginning of period		644,550			2,427,258
Cash and cash equivalents at end of period	$	662,537		$	1,253,562
Supplemental information:
Cash paid for interest	$	413,102		$	415,399
Cash paid for income taxes		176,654			118,322
Non-cash investing and financing activities:
Transfers to other real estate owned from loans		107,936			96,729
Transfer of loans from held for investment to held for sale		398,715			--

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

Organization

Formerly known as Queens County Bancorp, Inc., New York Community Bancorp, Inc. (on a stand-alone basis, the “Parent Company” or, collectively with its subsidiaries, the “Company”) was organized under Delaware law on July 20, 1993 and is the holding company for New York Community Bank and New York Commercial Bank (hereinafter referred to as the “Community Bank” and the “Commercial Bank,” respectively, and collectively as the “Banks”). In addition, for the purpose of these Consolidated Financial Statements, the “Community Bank” and the “Commercial Bank” refer not only to the respective banks but also to their respective subsidiaries.

The Community Bank is the primary banking subsidiary of the Company. Founded on April 14, 1859 and formerly known as Queens County Savings Bank, the Community Bank converted from a state-chartered mutual savings bank to the capital stock form of ownership on November 23, 1993, at which date the Company issued its initial offering of common stock (par value: $0.01 per share) at a price of $25.00 per share. The Commercial Bank was established on December 30, 2005.

Reflecting nine stock splits between September 30, 1994 and February 17, 2004, the Company’s initial offering price adjusts to $0.93 per share. All share and per share data presented in this report reflect the impact of the stock splits.

The Company changed its name to New York Community Bancorp, Inc. on November 21, 2000 in anticipation of completing the first of eight business combinations that expanded its footprint well beyond Queens County to encompass all five boroughs of New York City, Long Island, and Westchester County in New York, and seven counties in the northern and central parts of New Jersey. The Company expanded beyond this region to south Florida, northeast Ohio, and central Arizona through its FDIC-assisted acquisition of certain assets and its assumption of certain liabilities of AmTrust Bank (“AmTrust”) in December 2009, and extended its Arizona franchise through its FDIC-assisted acquisition of certain assets and its assumption of certain liabilities of Desert Hills Bank (“Desert Hills”) in March 2010. On June 28, 2012, the Company completed its 11th transaction when it assumed the deposits of Aurora Bank FSB.

Reflecting its growth through acquisitions, the Community Bank currently operates 242 branches, four of which operate directly under the Community Bank name. The remaining 238 Community Bank branches operate through seven divisional banks: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, and Roosevelt Savings Bank (in New York); Garden State Community Bank in New Jersey; AmTrust Bank in Florida and Arizona; and Ohio Savings Bank in Ohio.

The Commercial Bank currently operates 30 branches in Manhattan, Queens, Brooklyn, Westchester County, and Long Island (all in New York), including 18 branches that operate under the name “Atlantic Bank.”

Basis of Presentation

The following is a description of the significant accounting and reporting policies that the Company and its wholly-owned subsidiaries follow in preparing and presenting their consolidated financial statements, which conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowances for loan losses; the valuation of mortgage servicing rights (“MSRs”); the evaluation of goodwill for impairment; the evaluation of other-than-temporary impairment (“OTTI”) on securities; and the evaluation of the need for a valuation allowance on the Company’s deferred tax assets.

The unaudited consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. All inter-company accounts and transactions are eliminated in consolidation. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2013 Annual Report on Form 10-K. The Company currently has certain unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to issue guaranteed capital debentures (“capital securities”). Please see Note 7, “Borrowed Funds,” for additional information regarding these trusts.

Effects of New Accounting Pronouncements

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-01, “Investments – Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Qualified Affordable Housing Projects.” The amendments in ASU No. 2014-01 provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The Company chose to apply this new guidance for the period beginning on January 1, 2014.

The impact of applying this new guidance included a $1.3 million reduction in the balance of retained earnings as of January 1, 2014. The total amount of affordable housing tax credits and other tax benefits projected to be recognized during calendar year 2014, and the related amount of amortization recognized as a component of income tax expense for calendar year 2014, are $4.0 million and $2.8 million, respectively. The commitment of additional anticipated equity contributions of $7.3 million relating to current investments is reflected in “Other liabilities.” Retrospective application of the new amortization methodology would not result in a material change to prior-period presentations.

Note 2. Computation of Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the same method as basic EPS, however, the computation reflects the potential dilution that would occur if outstanding in-the-money stock options were exercised and converted into common stock.

Unvested stock-based compensation awards containing non-forfeitable rights to dividends are considered participating securities, and therefore are included in the two-class method for calculating EPS. Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities, based on their respective rights to receive dividends. The Company grants restricted stock to certain employees under its stock-based compensation plans. Recipients receive cash dividends during the vesting periods of these awards, including on the unvested portion of such awards. Since these dividends are non-forfeitable, the unvested awards are considered participating securities and therefore have earnings allocated to them.

The following table presents the Company’s computation of basic and diluted EPS for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share and per share data)	2014			2013			2014			2013
Net income	$	120,258		$	114,200		$	354,200		$	355,392
Less: Dividends paid on and earnings allocated to participating securities		(851	)		(723	)		(2,500	)		(2,248	)
Earnings applicable to common stock	$	119,407		$	113,477		$	351,700		$	353,144

Weighted average common shares outstanding		441,127,550			439,435,579			440,953,121			439,199,487
Basic earnings per common share	$	0.27		$	0.26		$	0.80		$	0.80

Earnings applicable to common stock	$	119,407		$	113,477		$	351,700		$	353,144

Weighted average common shares outstanding		441,127,550			439,435,579			440,953,121			439,199,487
Potential dilutive common shares ⁽¹⁾		--			--			--			3,971
Total shares for diluted earnings per share computation		441,127,550			439,435,579			440,953,121			439,203,458

Diluted earnings per common share and common share equivalents	$	0.27		$	0.26		$	0.80		$	0.80

(1)

Options to purchase 58,560 shares of the Company’s common stock that were outstanding in the three and nine months ended September 30, 2014, at a weighted average exercise price of $18.04, were excluded from the respective computations of diluted EPS because their inclusion would have had an antidilutive effect. Options to purchase 62,040 shares of the Company’s common stock that were outstanding in the three and nine months ended September 30, 2013, at a weighted average exercise price of $17.95, were excluded from the respective computations of diluted EPS because their inclusion also would have had an antidilutive effect.

Note 3. Reclassifications Out of Accumulated Other Comprehensive Loss (“AOCL”)

(in thousands)	For the Nine Months Ended September 30, 2014
	Amount Reclassified from			Affected Line Item in the
Details About	Accumulated Other			Consolidated Statement of Income
Accumulated Other Comprehensive Loss	Comprehensive Loss ⁽¹⁾			and Comprehensive Income
Unrealized gains on available-for-sale securities	$	5,317		Net gain on sales of securities
		(2,146	)	Income tax expense
	$	3,171		Net gain on sales of securities, net of tax

Amortization of defined benefit pension plan items:
Prior-service costs	$	186		Included in the computation of net periodic (credit) expense ⁽²⁾
Actuarial losses		(2,820	)	Included in the computation of net periodic (credit) expense ⁽²⁾
		(2,634	)	Total before tax
		1,064		Income tax benefit
	$	(1,570	)	Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period	$	1,601

(1)	Amounts in parentheses indicate expense items.

(2)	Please see Note 9, “Pension and Other Post-Retirement Benefits,” for additional information.

Note 4. Securities

The following table summarizes the Company’s portfolio of securities available for sale at September 30, 2014:

	September 30, 2014
			Gross		Gross
	Amortized		Unrealized		Unrealized
(in thousands)	Cost		Gain		Loss		Fair Value
Mortgage-Related Securities:
GSE ⁽¹⁾ certificates	$	19,295	$	1,397	$	--	$	20,692
GSE CMOs ⁽²⁾		59,499		743		1,167		59,075
Private label CMOs		9,417		--		50		9,367
Total mortgage-related securities	$	88,211	$	2,140	$	1,217	$	89,134
Other Securities:
Municipal bonds	$	964	$	133	$	--	$	1,097
Capital trust notes		13,428		51		1,870		11,609
Preferred stock		118,205		5,116		635		122,686
Common stock		17,943		608		45		18,506
Total other securities	$	150,540	$	5,908	$	2,550	$	153,898
Total securities available for sale	$	238,751	$	8,048	$	3,767	$	243,032

(1)	Government-sponsored enterprise

(2)	Collateralized mortgage obligations

At September 30, 2014, the fair value of marketable equity securities included corporate preferred stock of $122.7 million and common stock of $18.5 million, with the latter primarily consisting of mutual funds that are Community Reinvestment Act-qualified investments.

The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2013:

	December 31, 2013
			Gross		Gross
	Amortized		Unrealized		Unrealized
(in thousands)	Cost		Gain		Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	23,759	$	1,442	$	1	$	25,200
GSE CMOs		62,082		598		1,861		60,819
Private label CMOs		10,214	--			12