UNITED STATES |
| FORM 10-Q |
| (Mark One) |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934. |
| For the quarterly period ended September 30, 2007 | |
| OR | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934. |
For the transition period from ________________________________to _____________________________ Commission file number 0-12220 |
| THE FIRST OF LONG ISLAND CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) |
| NEW YORK | 11-2672906 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 10 Glen Head Road, Glen Head, New York | 11545 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s Telephone Number, Including Area Code (516) 671-4900 | |
| Not Applicable |
| (Former Name, Former Address and Former 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 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 o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): |
| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | |
| Class | Outstanding at October 30, 2007 |
| Common stock, $.10 par value | 7,507,857 |
|
THE FIRST OF LONG ISLAND CORPORATION |
| PART I. | FINANCIAL INFORMATION | PAGE NO. | |
|---|---|---|---|
| Item 1. | Financial Statements | ||
| Consolidated Balance Sheets (Unaudited) September 30, 2007 and December 31, 2006 | 1 | ||
| Consolidated Statements Of Income (Unaudited) Nine and Three Months Ended September 30, 2007 and 2006 | 2 | ||
| Consolidated Statements Of Changes In Stockholders’ Equity (Unaudited) Nine Months Ended September 30, 2007 and 2006 | 3 | ||
| Consolidated Statements Of Cash Flows (Unaudited) Nine Months Ended September 30, 2007 and 2006 | 4 | ||
| Notes To Unaudited Consolidated Financial Statements | 5 | ||
| Item 2. | Management’s Discussion and Analysis Of Financial Condition and Results Of Operations | 10 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 | |
| Item 4. | Controls and Procedures | 22 | |
| PART II. | OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 23 | |
| Item 2. | Issuer Purchase of Equity Securities | 23 | |
| Item 5. | Other Information | 23 | |
| Item 6. | Exhibits | 23 | |
| SIGNATURES | 24 | ||
ITEM 1. - FINANCIAL STATEMENTS |
| September 30, 2007 | December 31, 2006 | |||||
|---|---|---|---|---|---|---|
| Assets: | ||||||
| Cash and due from banks | $ | 34,692,000 | $ | 23,790,000 | ||
| Federal funds sold | 7,000,000 | — | ||||
| Cash and cash equivalents | 41,692,000 | 23,790,000 | ||||
| Investment securities: | ||||||
| Held-to-maturity, at amortized cost (fair value of $201,150,000 and $216,845,000) | 201,613,000 | 218,330,000 | ||||
| Available-for-sale, at fair value (amortized cost of $234,034,000 and $236,118,000) | 234,793,000 | 236,521,000 | ||||
| 436,406,000 | 454,851,000 | |||||
| Loans: | ||||||
| Commercial and industrial | 53,123,000 | 55,444,000 | ||||
| Secured by real estate: | ||||||
| Commercial mortgages | 166,871,000 | 138,225,000 | ||||
| Residential mortgages | 192,632,000 | 173,757,000 | ||||
| Home equity loans | 75,913,000 | 66,934,000 | ||||
| Construction loans | 8,831,000 | 9,752,000 | ||||
| Other | 5,239,000 | 4,835,000 | ||||
| 502,609,000 | 448,947,000 | |||||
| Net deferred loan origination costs | 1,102,000 | 518,000 | ||||
| 503,711,000 | 449,465,000 | |||||
| Allowance for loan losses | (4,264,000 | ) | (3,891,000 | ) | ||
| 499,447,000 | 445,574,000 | |||||
| Bank premises and equipment, net | 9,732,000 | 8,695,000 | ||||
| Prepaid income taxes | 24,000 | 240,000 | ||||
| Deferred income tax benefits | 511,000 | 664,000 | ||||
| Bank-owned life insurance | 11,044,000 | 10,709,000 | ||||
| Other assets | 11,323,000 | 9,643,000 | ||||
| $ | 1,010,179,000 | $ | 954,166,000 | |||
| Liabilities: | ||||||
| Deposits: | ||||||
| Checking | $ | 314,674,000 | $ | 321,524,000 | ||
| Savings and money market | 305,079,000 | 318,494,000 | ||||
| Time, $100,000 and over | 193,430,000 | 139,085,000 | ||||
| Time, other | 48,698,000 | 45,694,000 | ||||
| 861,881,000 | 824,797,000 | |||||
| Borrowed funds: | ||||||
| Repurchase agreements - short-term | 15,469,000 | 28,143,000 | ||||
| Repurchase agreements - other | 15,000,000 | — | ||||
| Federal Home Loan Bank advances | 14,000,000 | — | ||||
| 44,469,000 | 28,143,000 | |||||
| Accrued expenses and other liabilities | 4,321,000 | 5,665,000 | ||||
| 910,671,000 | 858,605,000 | |||||
| Stockholders’ Equity: | ||||||
| Common stock, par value $.10 per share: | ||||||
| Authorized, 20,000,000 shares; | ||||||
| Issued and outstanding, 7,509,146 and 3,793,575 shares | 750,000 | 379,000 | ||||
| Surplus | 1,075,000 | 525,000 | ||||
| Retained earnings | 97,932,000 | 95,122,000 | ||||
| 99,757,000 | 96,026,000 | |||||
| Accumulated other comprehensive loss net of tax | (249,000 | ) | (465,000 | ) | ||
| 99,508,000 | 95,561,000 | |||||
| $ | 1,010,179,000 | $ | 954,166,000 | |||
| See notes to unaudited consolidated financial statements |
1 |
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2007 | 2006 | 2007 | 2006 | |||||||||
| Interest income: | ||||||||||||
| Loans | $ | 23,082,000 | $ | 20,067,000 | $ | 8,068,000 | $ | 7,138,000 | ||||
| Investment securities: | ||||||||||||
| Taxable | 9,746,000 | 10,838,000 | 3,304,000 | 3,669,000 | ||||||||
| Nontaxable | 4,798,000 | 4,690,000 | 1,585,000 | 1,593,000 | ||||||||
| Federal funds sold | 1,165,000 | 689,000 | 341,000 | 242,000 | ||||||||
| 38,791,000 | 36,284,000 | 13,298,000 | 12,642,000 | |||||||||
| Interest expense: | ||||||||||||
| Savings and money market deposits | 3,568,000 | 3,344,000 | 1,227,000 | 1,244,000 | ||||||||
| Time deposits | 7,395,000 | 4,422,000 | 2,682,000 | 1,850,000 | ||||||||
| Borrowed funds | 713,000 | 1,511,000 | 160,000 | 406,000 | ||||||||
| 11,676,000 | 9,277,000 | 4,069,000 | 3,500,000 | |||||||||
| Net interest income | 27,115,000 | 27,007,000 | 9,229,000 | 9,142,000 | ||||||||
| Provision for loan losses | 376,000 | 474,000 | 173,000 | 89,000 | ||||||||
| Net interest income after provision for loan losses | 26,739,000 | 26,533,000 | 9,056,000 | 9,053,000 | ||||||||
| Noninterest income: | ||||||||||||
| Investment Management Division income | 1,350,000 | 1,301,000 | 423,000 | 422,000 | ||||||||
| Service charges on deposit accounts | 2,145,000 | 2,333,000 | 749,000 | 762,000 | ||||||||
| Net gains (losses) on sales of securities | 17,000 | (30,000 | ) | — | — | |||||||
| Other | 862,000 | 864,000 | 282,000 | 291,000 | ||||||||
| 4,374,000 | 4,468,000 | 1,454,000 | 1,475,000 | |||||||||
| Noninterest expense: | ||||||||||||
| Salaries | 10,213,000 | 9,418,000 | 3,347,000 | 3,380,000 | ||||||||
| Employee benefits | 2,985,000 | 3,677,000 | 968,000 | 1,238,000 | ||||||||
| Occupancy and equipment expense | 3,323,000 | 3,016,000 | 1,120,000 | 1,010,000 | ||||||||
| Other operating expenses | 4,104,000 | 4,156,000 | 1,357,000 | 1,368,000 | ||||||||
| 20,625,000 | 20,267,000 | 6,792,000 | 6,996,000 | |||||||||
| Income before income taxes | 10,488,000 | 10,734,000 | 3,718,000 | 3,532,000 | ||||||||
| Income tax expense | 2,044,000 | 2,254,000 | 742,000 | 653,000 | ||||||||
| Net income | $ | 8,444,000 | $ | 8,480,000 | $ | 2,976,000 | $ | 2,879,000 | ||||
| Weighted average: | ||||||||||||
| Common shares | 7,571,065 | 7,654,320 | 7,526,214 | 7,619,240 | ||||||||
| Dilutive stock options and restricted stock units | 79,638 | 92,622 | 64,066 | 93,694 | ||||||||
| 7,650,703 | 7,746,942 | 7,590,280 | 7,712,934 | |||||||||
| Earnings per share: | ||||||||||||
| Basic | $1.12 | $1.11 | $.40 | $.38 | ||||||||
| Diluted | $1.10 | $1.09 | $.39 | $.37 | ||||||||
| Cash dividends declared per share | $.43 | $.23 | $.15 | $— | ||||||||
| See notes to unaudited consolidated financial statements |
2 |
CONSOLIDATED STATEMENTS OF CHANGES |
| Nine Months Ended September 30, 2007 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Compre- hensive Income | Retained Earnings | Accumulated Other Compre- hensive Loss | ||||||||||||||||||
| Shares | Amount | Surplus | Total | ||||||||||||||||||
| Balance, January 1, 2007 | 3,793,575 | $ | 379,000 | $ | 525,000 | $ | 95,122,000 | $ | (465,000 | ) | $ | 95,561,000 | |||||||||
| Net Income | $ | 8,444,000 | 8,444,000 | 8,444,000 | |||||||||||||||||
| Repurchase and retirement of common stock | (120,650 | ) | (12,000 | ) | (2,515,000 | ) | (2,527,000 | ) | |||||||||||||
| Exercise of stock options, including tax benefit | 31,598 | 3,000 | 668,000 | 671,000 | |||||||||||||||||
| Stock-based compensation | 397,000 | 397,000 | |||||||||||||||||||
| 2-for-1 stock split | 3,804,623 | 380,000 | (380,000 | ) | |||||||||||||||||
| Cash dividends declared | (3,254,000 | ) | (3,254,000 | ) | |||||||||||||||||
| Unrealized gains on available- for-sale-securities, net of reclassification adjustment and income taxes | 216,000 | 216,000 | 216,000 | ||||||||||||||||||
| Transfer from retained earnings to surplus | 2,000,000 | (2,000,000 | ) | — | |||||||||||||||||
| Comprehensive income | $ | 8,660,000 | |||||||||||||||||||
| Balance, September 30, 2007 | 7,509,146 | $ | 750,000 | $ | 1,075,000 | $ | 97,932,000 | $ | (249,000 | ) | $ | 99,508,000 | |||||||||
| Comprehensive income - three months ended September 30, 2007 | $ | 4,355,000 | |||||||||||||||||||
| Nine Months Ended September 30, 2006 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Surplus | Compre- hensive Income | Retained Earnings | Accumulated Other Compre- hensive Income (Loss) | Total | |||||||||||||||||
| Common Stock | |||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||
| Balance, January 1, 2006 | 3,846,716 | $ | 385,000 | $ | 817,000 | $ | 89,701,000 | $ | (205,000 | ) | $ | 90,698,000 | |||||||||
| Net Income | $ | 8,480,000 | 8,480,000 | 8,480,000 | |||||||||||||||||
| Repurchase and retirement of common stock | (51,867 | ) | (5,000 | ) | (2,227,000 | ) | (2,232,000 | ) | |||||||||||||
| Exercise of stock options, including tax benefit | 10,063 | 1,000 | 297,000 | 298,000 | |||||||||||||||||
| Stock-based compensation | 170,000 | 170,000 | |||||||||||||||||||
| Cash dividends declared | (1,719,000 | ) | (1,719,000 | ) | |||||||||||||||||
| Unrealized gains on available for-sale-securities, net of reclassification adjustment and income taxes | 210,000 | 210,000 | 210,000 | ||||||||||||||||||
| Transfer from retained earnings to surplus | 2,000,000 | (2,000,000 | ) | ||||||||||||||||||
| Comprehensive income | $ | 8,690,000 | |||||||||||||||||||
| Balance, September 30, 2006 | 3,804,912 | $ | 381,000 | $ | 1,057,000 | $ | 94,462,000 | $ | 5,000 | $ | 95,905,000 | ||||||||||
| Comprehensive income - three months ended September 30, 2006 | $ | 4,904,000 | |||||||||||||||||||
| See notes to unaudited consolidated financial statements |
3 |
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2007 | 2006 | |||||
| Cash Flows From Operating Activities: | ||||||
| Net income | $ | 8,444,000 | $ | 8,480,000 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Provision for loan losses | 376,000 | 474,000 | ||||
| Deferred income tax provision (credit) | 13,000 | (217,000 | ) | |||
| Depreciation and amortization | 1,181,000 | 1,023,000 | ||||
| Premium amortization on investment securities, net | 276,000 | 223,000 | ||||
| Net losses (gains) on sales of available-for-sale securities | (17,000 | ) | 30,000 | |||
| Stock-based compensation expense | 397,000 | 170,000 | ||||
| Accretion of cash surrender value on bank-owned life insurance | (335,000 | ) | (303,000 | ) | ||
| Decrease (increase) in prepaid income taxes | 216,000 | (221,000 | ) | |||
| Increase in other assets | (1,680,000 | ) | (1,471,000 | ) | ||
| Increase (decrease) in accrued expenses and other liabilities | (384,000 | ) | 105,000 | |||
| Decrease in income taxes payable | — | (33,000 | ) | |||
| Net cash provided by operating activities | 8,487,000 | 8,260,000 | ||||
| Cash Flows From Investing Activities: | ||||||
| Proceeds from sales of available-for-sale securities | 5,374,000 | 15,956,000 | ||||
| Proceeds from maturities and redemptions of investment securities: | ||||||
| Held-to-maturity | 32,391,000 | 36,918,000 | ||||
| Available-for-sale | 55,814,000 | 54,876,000 | ||||
| Purchase of investment securities: | ||||||
| Held-to-maturity | (15,719,000 | ) | (5,381,000 | ) | ||
| Available-for-sale | (59,318,000 | ) | (75,751,000 | ) | ||
| Net increase in loans to customers | (54,249,000 | ) | (57,346,000 | ) | ||
| Purchases of bank premises and equipment | (2,218,000 | ) | (1,755,000 | ) | ||
| Purchase of bank-owned life insurance | — | (2,500,000 | ) | |||
| Net cash used in investing activities | (37,925,000 | ) | (34,983,000 | ) | ||
| Cash Flows From Financing Activities: | ||||||
| Net increase in total deposits | 37,084,000 | 72,698,000 | ||||
| Net increase (decrease) in borrowed funds | 16,326,000 | (30,633,000 | ) | |||
| Proceeds from exercise of stock options | 671,000 | 298,000 | ||||
| Repurchase and retirement of common stock | (2,527,000 | ) | (2,232,000 | ) | ||
| Cash dividends paid | (4,214,000 | ) | (3,450,000 | ) | ||
| Net cash provided by financing activities | 47,340,000 | 36,681,000 | ||||
| Net increase in cash and cash equivalents | 17,902,000 | 9,958,000 | ||||
| Cash and cash equivalents, beginning of year | 23,790,000 | 24,603,000 | ||||
| Cash and cash equivalents, end of period | $ | 41,692,000 | $ | 34,561,000 | ||
| The Corporation made interest payments of $11,319,000 and $8,960,000 and income tax payments of $1,744,000 and $2,708,000 during the first nine months of 2007 and 2006, respectively. |
| See notes to unaudited consolidated financial statements |
4 |
5 |
4. Stock-based Compensation The Corporation has two share-based compensation plans which are described below. The Corporation’s 2006 Stock Compensation Plan (the “2006 Plan”) was approved by its shareholders on April 18, 2006 as a successor to the 1996 Stock Option and Appreciation Rights Plan (the “1996 Plan”). The 2006 Plan permits the granting of stock options, stock appreciation rights, restricted stock, and restricted stock units (“RSUs”) to employees and non-employee directors for up to 600,000 shares of common stock of which 420,068 shares remain available for grant as of September 30, 2007. The number of awards that can be granted under the 2006 Plan to any one person in any one fiscal year is limited to 70,000 shares. Under the terms of the 2006 Plan, stock options and stock appreciation rights can not have an exercise price that is less than 100% of the fair market value of one share of the underlying common stock on the date of grant. The term and/or vesting of awards made under the 2006 Plan will be determined from time to time in accordance with rules adopted by the Corporation’s Compensation Committee and be in compliance with the applicable provisions, if any, of the Internal Revenue Code. Thus far, the Compensation Committee has used a five year vesting period and a ten year term for stock options granted under the 2006 Plan and has made the ability to convert RSUs into shares of common stock and the related conversion ratio contingent upon the financial performance of the Corporation in the third year of the three calendar year period beginning in the year in which the RSUs were awarded. Notwithstanding anything to the contrary in any award agreement, awards under the 2006 Plan will become immediately exercisable or will immediately vest, as the case may be, in the event of a change in control and, in accordance with the terms of the related award agreements, all awards granted to date under the 2006 Plan will become immediately exercisable or will immediately vest, as applicable, in the event of retirement or total and permanent disability, as defined, or death. The Corporation’s 1996 Plan permitted the granting of stock options, with or without stock appreciation rights attached, and stand alone stock appreciation rights to employees and non-employee directors for up to 1,080,000 shares of common stock. The number of stock options and stock appreciation rights that could have been granted under the 1996 Plan to any one person in any one fiscal year was limited to 50,000. Each option granted under the 1996 Plan was granted at a price equal to the fair market value of one share of the Corporation’s stock on the date of grant. Options granted under the 1996 Plan on or before December 31, 2000 became exercisable in whole or in part commencing six months from the date of grant and ending ten years after the date of grant. Options granted under the 1996 Plan in January 2005 became exercisable in whole or in part commencing ninety days from the date of grant and ending ten years after the date of grant. By the terms of their grant, all other options under the 1996 Plan were granted with a three year vesting period and a ten year expiration date. However, vesting was subject to acceleration in the event of a change in control, retirement, death, disability, and certain other limited circumstances. Fair Value of Stock Option Awards.The fair value of options awarded in 2007 and 2006 was estimated on the date of grant using the Black-Scholes option pricing model and the assumptions noted in the following table. |
| 2007 | 2006 | ||||||
| Expected volatility | 25.24 | % | 25.11 | % | |||
| Expected dividends | 2.06 | % | 2.09 | % | |||
| Expected term (in years) | 6.7 | 6.7 | |||||
| Risk-free interest rate | 4.53 | % | 5.07 | % |
6 |
Expected volatility was based on historical volatility for the expected term of the options. The Corporation used historical data to estimate the expected term of options granted. The risk-free interest rate is the implied yield at the time of grant on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the options. The weighted average grant date fair value of options granted in 2007 and 2006 was $6.05 and $5.98, respectively. Fair Value of Restricted Stock Units. The fair value of restricted stock units is based on the market price of the shares underlying the awards on the grant date, discounted for dividends which are not paid on restricted stock units during the vesting period. Compensation Expense.Compensation expense for stock options is recognized ratably over the five-year vesting period or the period from the grant date to the participant’s eligible retirement date, whichever is shorter. Compensation expense for RSUs is recognized over the three-year performance period and adjusted periodically throughout the period to reflect the estimated probability of vesting. However, if the period between the grant date and the grantee’s eligible retirement date is less than three years, compensation expense is recognized ratably over this shorter period. The Corporation recorded compensation expense for share-based payments of $397,000 and $170,000 and recognized income tax benefits of $157,000 and $56,000 in the first nine months of 2007 and 2006, respectively. Option Activity. On January 18, 2007 the Corporation’s board of directors granted 50,248 nonqualified stock options under the 2006 Plan. The options were granted at a price equal to the fair market value of one share of the Corporation’s stock on the date of grant. A summary of options outstanding under the Corporation’s stock compensation plans as of September 30, 2007 and changes during the nine month period then ended is presented below. |
| Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (yrs.) | Aggregate Intrinsic Value (in thousands) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding at January 1, 2007 | 529,968 | $ | 18.25 | |||||||||
| Granted | 50,248 | 21.81 | ||||||||||
| Exercised | (42,646 | ) | 14.02 | |||||||||
| Forfeited or expired | (12,312 | ) | 23.01 | |||||||||
| Outstanding at September 30, 2007 | 525,258 | $ | 18.82 | 6.32 | $ | 1,537 | ||||||
| Exercisable at September 30, 2007 | 401,160 | $ | 18.08 | 5.49 | $ | 1,525 | ||||||
The total intrinsic value of options exercised during the first nine months of 2007 and 2006 was $318,000 and $151,000, respectively. The total fair value of options vested during the first nine months of 2007 and 2006 was $251,000 and $102,000, respectively. Restricted Stock Activity. On January 18, 2007, the Corporation’s Board of Directors granted RSUs under the 2006 Plan. The Corporation’s financial performance for 2009 will determine the number of shares of common stock, if any, into which the RSUs can be converted. In the table that follows, the number of shares granted represents the maximum number of shares into which the RSUs can be converted. A summary of the status of the Corporation’s nonvested shares as of September 30, 2007 and changes during the nine month period then ended is presented below. |
7 |
| Number of Shares | Weighted- Average Grant-Date Fair Value | ||||||
| Nonvested at January 1, 2007 | — | $ | — | ||||
| Granted | 28,306 | 21.06 | |||||
| Vested | — | — | |||||
| Forfeited | — | — | |||||
| Nonvested at September 30, 2007 | 28,306 | $ | 21.06 | ||||
Unrecognized Compensation Cost. As of September 30, 2007, there was $712,000 of total unrecognized compensation cost related to nonvested equity awards. The cost is expected to be recognized over a weighted-average period of 1.47 years. Cash Received and Tax Benefits Realized. Cash received from option exercises for the nine months ended September 30, 2007 and 2006 was $598,000 and $281,000, respectively. The actual tax benefits realized for the tax deductions from option exercises for the first nine months of 2007 and 2006 was $73,000 and $17,000, respectively. Other. No cash was used to settle stock options during the first nine months of 2007 or 2006. The Corporation uses newly issued shares for stock option exercises and currently plans to use newly issued shares upon the conversion of restricted stock units. 5. Earnings Per Share RSUs and options to purchase 327,372 and 173,968 shares of common stock were outstanding at September 30, 2007 and 2006, respectively, and for the quarterly periods then ended, but were not included in the computation of diluted earnings per share because to do so would have been antidilutive for those periods. 6. Defined Benefit Pension Plan The following table sets forth the components of net periodic pension cost for accounting purposes. |
| Nine Months Ended September 30, | Three Months Ended September 30, | ||||||||||||
| 2007 | 2006 | 2007 | 2006 | ||||||||||
| (in thousands) | |||||||||||||
| Service cost, net of plan participant contributions | $ | 653 | $ | 589 | $ | 218 | $ | 196 | |||||
| Interest cost | 622 | 557 | 207 | 185 | |||||||||
| Expected return on plan assets | (869 | ) | (751 | ) | (289 | ) | (250 | ) | |||||
| Net amortization and deferral | 15 | 35 | 5 | 11 | |||||||||
| $ | 421 | $ | 430 | $ | 141 | $ | 142 | ||||||
| The Bank makes cash contributions to the pension plan (the “Plan”) which comply with the funding requirements of applicable Federal laws and regulations. For funding purposes, the laws and regulations set forth both minimum required and maximum tax deductible contributions. The Bank’s cash contributions are usually made once a year just prior to the Plan’s year end of September 30. The Bank had no minimum required contribution to the Plan for the plan year ending September 30, 2007, and its maximum tax deductible contribution was approximately $2,258,000. The Bank contributed $1,000,000 to the Pension Plan in August 2007 for the Plan year ended September 30, 2007. In September 2006, the Bank contributed $1,087,431 to the Pension Plan representing the maximum tax deductible contribution for the Plan year ended September 30, 2006. |
8 |
7. Adoption of New Accounting Pronouncement In June 2006, the FASB issued Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN No. 48”). FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN No. 48 on January 1, 2007 had no impact on the Corporation’s consolidated financial statements. The Corporation is subject to U.S. federal income tax as well as New York state income tax. The Corporation is not subject to examination by taxing authorities for years before 2004. The Corporation has no unrecognized tax benefits and does not currently expect to have any in the next twelve months. The Corporation recognizes interest and/or penalties related to income tax matters in income tax expense. The Corporation did not have any amounts accrued for interest and penalties at January 1, 2007. |
9 |
| ITEM 2. - | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND |
| RESULTS OF OPERATIONS | |
The following is management’s discussion and analysis of certain significant factors that have affected the Corporation’s financial condition and operating results during the periods included in the accompanying consolidated financial statements, and should be read in conjunction with such financial statements. The Corporation’s financial condition and operating results principally reflect those of its wholly-owned subsidiary, The First National Bank of Long Island, and subsidiaries wholly-owned by the Bank, either directly or indirectly, The First of Long Island Agency, Inc., FNY Service Corp., and The First of Long Island REIT, Inc. The consolidated entity is referred to as the “Corporation” and the Bank and its subsidiaries are collectively referred to as the “Bank.” The Bank’s primary service area is Nassau and Suffolk Counties, Long Island, although the Bank has three commercial banking branches in Manhattan and may open additional Manhattan branches in the future. Overview For the first nine months of 2007, the Corporation earned $1.10 per share versus $1.09 for the same period last year. In the third quarter of 2007, earnings were $.39 per share versus $.37 for the same quarter last year. Loan and deposit growth continued throughout the first nine months of 2007. The 12.1% increase in loans and 4.5% increase in deposits are due in part to recent hires in the Bank’s lending and business development groups and new branch openings. A portion of the loan growth was funded by runoff from the Bank’s investment securities portfolio, thus increasing the concentration of loans on the Bank’s balance sheet. The increase in loan concentration, along with deposit cost controls, was largely responsible for a nine basis point improvement in the Bank’s net interest margin in 2006 and the Bank’s ability to maintain its margin in 2007. Improvement and maintenance of margin are contrary to the declines experienced by many other regional and community banks throughout the country. The current interest rate environment and competitive conditions in the Bank’s market area both pose challenges. The yield curve continues to be flat to inverted, with short-term interest rates at approximately the same or higher levels than intermediate and longer-term interest rates. This negatively impacts the Bank’s net interest spread, or the difference between what the Bank pays for deposits and earns on loans and securities, because short-term interest rates are a key driver of the Bank’s deposit rates and intermediate and longer-term interest rates are key drivers of yields that can be earned by the Bank on loans and securities. In addition to the unfavorable yield curve, strong competition for loans and deposits in the Bank’s market area has put upward pressure on deposit pricing, downward pressure on loan pricing and made core deposit growth challenging. Either a restoration of yield curve slope or a lessening of competition should enhance earnings. The Bank expects to open two branches in Suffolk County, Long Island in late 2007 or early 2008. The branch sites are located in Babylon and on Main Street in Northport Village. |
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Net Interest Income Average Balance Sheet; Interest Rates and Interest Differential. The following table sets forth the average daily balances for each major category of assets, liabilities and stockholders’ equity as well as the amounts and average rates earned or paid on each major category of interest-earning assets and interest-bearing liabilities. |
| Nine Months Ended September 30, | ||||||||||||||||||
| 2007 | 2006 | |||||||||||||||||
| Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate | |||||||||||||
| (dollars in thousands) | ||||||||||||||||||
| Assets | ||||||||||||||||||
| Federal funds sold | $ | 29,872 | $ | 1,165 | 5.21 | % | $ | 18,965 | $ | 689 | 4.86 | % | ||||||
| Investment Securities: | ||||||||||||||||||
| Taxable | 282,692 | 9,746 | 4.61 | 346,386 | 10,838 | 4.18 | ||||||||||||
| Nontaxable (1) | 146,992 | 7,270 | 6.59 | 142,983 | 7,106 | 6.63 | ||||||||||||
| Loans (1) (2) | 468,815 | 23,084 | 6.58 | 412,001 | 20,070 | 6.51 | ||||||||||||
| Total interest-earning assets | 928,371 | 41,265 | 5.94 | 920,335 | 38,703 | 5.62 | ||||||||||||
| Allowance for loan losses | (4,100 | ) | (3,548 | ) | ||||||||||||||
| Net interest-earning assets | 924,271 | 916,787 | ||||||||||||||||
| Cash and due from banks | 32,685 | 29,801 | ||||||||||||||||
| Premises and equipment, net | 9,115 | 8,022 | ||||||||||||||||
| Other assets | 19,203 | 18,731 | ||||||||||||||||
| $ | 985,274 | $ | 973,341 | |||||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||||
| Savings and money market deposits | $ | 322,590 | 3,568 | 1.48 | $ | 367,829 | 3,344 | 1.22 | ||||||||||
| Time deposits | 212,396 | 7,395 | 4.66 | 147,907 | 4,422 | 4.00 | ||||||||||||
| Borrowed funds | 21,254 | 713 | 4.49 | 44,268 | 1,511 | 4.56 | ||||||||||||
| Total interest-bearing liabilities | 556,240 | 11,676 | 2.81 | 560,004 | 9,277 | 2.21 | ||||||||||||
| Checking deposits | 328,164 | 317,714 | ||||||||||||||||
| Other liabilities | 3,650 | 3,637 | ||||||||||||||||
| 888,054 | 881,355 | |||||||||||||||||
| Stockholders’ equity | 97,220 | 91,986 | ||||||||||||||||
| $ | 985,274 | $ | 973,341 | |||||||||||||||
| Net interest income (1) | $ | 29,589 | $ | 29,426 | ||||||||||||||
| Net interest spread (1) | 3.13 | % | 3.41 | % | ||||||||||||||
| Net interest margin (1) | 4.26 | % | 4.27 | % | ||||||||||||||
| (1) | Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation’s investment in tax-exempt loans and investment securities had been made in loans and investment securities subject to Federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.52 in each period presented, based on a Federal income tax rate of 34%. |
| (2) | For the purpose of these computations, nonaccruing loans are included in the daily average loan amounts outstanding. |
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Rate/Volume Analysis. The following table sets forth the effect of changes in volumes, rates, and rate/volume on tax-equivalent interest income, interest expense and net interest income. |
| Nine Months Ended September 30, | ||||||||||||
| 2007 Versus 2006 Increase (decrease) due to changes in: | ||||||||||||
| Volume | Rate | Rate/ Volume(1) | Net Change | |||||||||
| (in thousands) | ||||||||||||
| Interest Income: | ||||||||||||
| Federal funds sold | $ | 396 | $ | 51 | $ | 29 | $ | 476 | ||||
| Investment securities: | ||||||||||||
| Taxable | (1,993 | ) | 1,104 | (203 | ) | (1,092 | ) | |||||
| Nontaxable | 199 | (34 | ) | (1 | ) | 164 | ||||||
| Loans | 2,768 | 217 | 29 | 3,014 | ||||||||
| Total interest income | 1,370 | 1,338 | (146 | ) | 2,562 | |||||||
| Interest Expense: | ||||||||||||
| Savings and money market deposits | (411 | ) | 724 | (89 | ) | 224 | ||||||
| Time deposits | 1,928 | 728 | 317 | 2,973 | ||||||||
| Borrowed funds | (786 | ) | (26 | ) | 14 | (798 | ) | |||||
| Total interest expense | 731 | 1,426 | 242 | 2,399 | ||||||||
| Increase (decrease) in net interest income | $ | 639 | $ | (88 | ) | $ | (388 | ) | $ | 163 | ||
| (1) | Represents the change not solely attributable to change in rate or change in volume but a combination of these two factors. The rate/volume variance could be allocated between the volume and rate variances shown in the table based on the absolute value of each to the total for both. |
Net interest income on a tax-equivalent basis increased by $163,000 from $29,426,000 for the first nine months of 2006 to $29,589,000 for the same period this year. The most significant reason for the growth in net interest income was that management used proceeds from the maturity and paydown of taxable securities to fund loan growth and thereby moved money from a lower to a higher yielding asset category. Total loans grew by $65.9 million, or 15.1%, from $437.8 million at September 30, 2006 to $503.7 million at September 30, 2007. Loans now represent 49.9% of total assets versus 44.2% of total assets at September 30, 2006. The yield on interest-earning assets increased by 32 basis points largely because of the shift from securities to loans. The higher yield resulted in an increase in net interest income on those interest-earning assets funded by checking deposits and capital. Checking deposits and capital have no associated interest cost, and this is the primary reason that the growth of checking balances has historically been one of the Corporation’s key strategies for increasing earnings per share. Although actual checking deposits decreased by approximately $6.9 million between December 31, 2006 and September 30, 2007, average checking deposits grew by approximately $10.5 million, or 3.3% when comparing the first nine months of 2007 to the same period last year. A significant portion of the Bank’s interest-earning assets continues to be funded by such deposits. As a partial offset to the increase in net interest income realized on interest-earning assets funded by checking deposits and capital, the Bank’s net interest spread declined by |
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28 basis points thus causing a decrease in net interest income on those interest-earning assets funded by interest-bearing liabilities. Net interest spread declined in the presence of a yield curve characterized by short-term interest rates that are approximately the same or higher than intermediate and longer-term interest rates. This negatively impacted the Bank’s net interest spread because short-term interest rates are a key driver of the Bank’s deposit rates and intermediate and longer-term interest rates are key drivers of yields that can be earned by the Bank on loans and securities. Net interest spread was also negatively impacted by increased competition for loans and deposits in the Bank’s market area which put upward pressure on deposit pricing, downward pressure on loan pricing and made core deposit growth challenging. With upward pressure on deposit pricing, funds migrated from the Bank’s lower yielding savings and money market products to its higher priced savings and money market products and competitively priced certificates of deposit. Application of Critical Accounting Policies In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported asset and liability balances and revenue and expense amounts. Our determination of the allowance for loan losses is a critical accounting estimate because it is based on our subjective evaluation of a variety of factors at a specific point in time and involves difficult and complex judgments about matters that are inherently uncertain. In the event that management’s estimate needs to be adjusted based on, among other things, additional information that comes to light after the estimate is made or changes in circumstances, such adjustment could result in the need for a significantly different allowance for loan losses and thereby materially impact, either positively or negatively, the Bank’s results of operations. The Bank’s Reserve Committee meets on a quarterly basis and is responsible for determining the allowance for loan losses after considering, among other things, the results of credit reviews performed by the Bank’s loan review officer. In addition, the Reserve Committee is responsible for implementing and maintaining policies and procedures surrounding the calculation of the required allowance. The Bank’s allowance for loan losses is subject to periodic examination by the Office of the Comptroller of the Currency, the Bank’s primary federal banking regulator, whose safety and soundness examination includes a determination as to its adequacy to absorb probable losses. The first step in determining the allowance for loan losses is to identify loans in the Bank’s portfolio that are individually deemed to be impaired. In doing so, subjective judgments need to be made regarding whether or not it is probable that a borrower will be unable to pay all principal and interest due according to contractual terms. Once a loan is identified as being impaired, management uses the fair value of the underlying collateral and/or the discounted value of expected future cash flows to determine the amount of the impairment loss, if any, that needs to be included in the overall allowance for loan losses. In estimating the fair value of real estate collateral management utilizes appraisals and also makes qualitative judgments based on, among other things, its knowledge of the local real estate market and analyses of current economic conditions and trends. Estimating the fair value of collateral other than real estate is also subjective in nature and sometimes requires difficult and complex judgments. Determining expected future cash flows can be more subjective than determining fair values. Expected future cash flows could differ significantly, both in timing and amount, from the cash flows actually received over the loan’s remaining life. |
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In addition to estimating losses for loans individually deemed to be impaired, management also estimates collective impairment losses for pools of loans that are not specifically reviewed. Statistical information regarding the Bank’s historical loss experience over a period of time is the starting point in making such estimates. However, future losses could vary significantly from those experienced in the past and accordingly management periodically adjusts its historical loss experience to reflect current conditions. In doing so, management considers a variety of general qualitative factors and then subjectively determines the weight to assign to each in estimating losses. The factors include, among others, national and local economic conditions and trends, environmental risks, trends in volume and terms of loans, concentrations of credit, changes in lending policies and procedures, and experience, ability, and depth of the Bank’s lending staff. Because of the nature of the factors and the difficulty in assessing their impact, management’s resulting estimate of losses may not accurately reflect actual losses in the portfolio. Although the allowance for loan losses has two separate components, one for impairment losses on individual loans and one for collective impairment losses on pools of loans, the entire allowance for loan losses is available to absorb realized losses as they occur whether they relate to individual loans or pools of loans. Asset Quality The Corporation has identified certain assets as risk elements. These assets include nonaccruing loans, foreclosed real estate, loans that are contractually past due 90 days or more as to principal or interest payments and still accruing and troubled debt restructurings. These assets present more than the normal risk that the Corporation will be unable to eventually collect or realize their full carrying value. The Corporation’s risk elements at September 30, 2007 and December 31, 2006 are as follows: |
| September 30, 2007 | December 31, 2006 | |||||
| (dollars in thousands) | ||||||
| Nonaccruing loans | $ | 121 | $ | 135 | ||
| Loans past due 90 days or more as to principal or interest payments and still accruing | — | 50 | ||||
| Foreclosed real estate | — | — | ||||
| Total nonperforming assets | 121 | 185 | ||||
| Troubled debt restructurings | — | — | ||||
| Total risk elements | $ | 121 | $ | 185 | ||
| Nonaccruing loans as a percentage of total loans | .02 | % | .03 | % | ||
| Nonperforming assets as a percentage of total loans and foreclosed real estate | .02 | % | .04 | % | ||
| Risk elements as a percentage of total loans and foreclosed real estate | .02 | % | .04 | % | ||
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Allowance and Provision for Loan Losses The allowance for loan losses grew by $373,000 during the first nine months of 2007, amounting to $4,264,000 at September 30, 2007, or .8% of total loans, as compared to $3,891,000 at December 31, 2006, or ..9% of total loans. During the first nine months of 2007 the Bank had loan chargeoffs and recoveries of $4,000 and $1,000, respectively, and recorded a $376,000 provision for loan losses. The provision for loan losses decreased by $98,000 when comparing the first nine months of 2007 to the same period last year primarily as a result of greater loan growth in the first nine months of 2006. The allowance for loan losses is an amount that management currently believes will be adequate to absorb probable incurred losses in the Bank’s loan portfolio. In determining the allowance for loan losses, there is not an exact amount but rather a range for what constitutes an appropriate allowance. As more fully discussed in the “Application of Critical Accounting Policies” section of this discussion and analysis of financial condition and results of operations, the process for estimating credit losses and determining the allowance for loan losses as of any balance sheet date is subjective in nature and requires material estimates. Actual results could differ significantly from those estimates. Loans secured by real estate represent approximately 88% of the Bank’s total loans outstanding at September 30, 2007. Most of these loans were made to borrowers domiciled on Long Island and are secured by Long Island properties. The amount of future chargeoffs and provisions for loan losses could be affected by, among other things, economic conditions on Long Island. Such conditions could affect the financial strength of the Bank’s borrowers and the value of real estate collateral securing the Bank’s mortgage loans. If economic conditions on Long Island were to deteriorate, some of the Bank’s borrowers may be unable to make the required contractual payments on their loans, and the Bank may be unable to realize the full carrying value of such loans through foreclosure. However, management believes that the Bank’s underwriting policies are relatively conservative and, as a result, the Bank should be less affected than the overall market. Future provisions and chargeoffs could also be affected by environmental impairment of properties securing the Bank’s mortgage loans. At the present time management is not aware of any environmental pollution originating on or near properties securing the Bank’s loans that would materially affect the carrying value of such loans. Noninterest Income, Noninterest Expense, and Income Taxes Noninterest income includes service charges on deposit accounts, Investment Management Division income, gains or losses on sales of securities, and all other items of income, other than interest, resulting from the business activities of the Corporation. Noninterest income decreased by $94,000, or 2.1%, when comparing the first nine months of 2007 to the same period last year. The decrease is principally due to a decrease in service charges on deposit accounts of $188,000, as partially offset by a $49,000 increase in Investment Management Division income. Service charge income decreased primarily as a result of reductions in maintenance and activity and returned check charges. Service charge income continues to be negatively impacted by increased competition in the Bank’s market area and the maintenance of higher deposit balances by customers. Noninterest expense is comprised of salaries, employee benefits, occupancy and equipment expense and other operating expenses incurred in supporting the various |
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business activities of the Corporation. Noninterest expense increased by $358,000, or 1.8%, from $20,267,000 for the first nine months of 2006 to $20,625,000 for the current nine-month period. The increase is primarily comprised of an increase in salaries of $795,000, or 8.4% and an increase in occupancy and equipment expense of $307,000, or 10.2%, as partially offset by a decrease in employee benefits expense of $692,000, or 18.8%. In addition to normal annual salary adjustments, the increase in salaries expense principally resulted from the increases in lending and business development staff and, to a lesser extent, an increase in stock-based compensation expense. A significant reason for the increase in stock-based compensation expense is additional equity awards this year as well as the timing and nature of equity awards. The increase in occupancy and equipment expense is largely attributable to the opening of the Smithtown branch in the fourth quarter of 2006 and investments in new technology. The decrease in employee benefits expense is primarily the result of the discontinuation of profit sharing contributions beginning in 2007 and a reduction in the cost of the Bank’s supplemental executive retirement program (“SERP”). SERP expense is down partially because of a reduction in the number of SERP plan participants. Income tax expense as a percentage of book income (“effective tax rate”) was 19.5% for the first nine months of 2007 as compared to 21.0% for the same period last year. The decrease in the effective tax rate is primarily due to the fact that tax-exempt income is a larger portion of pre-tax income in 2007 than it was in 2006. |
| Results of Operations – | Three Months Ended September 30, 2007 versus September 30, 2006 |
Net income for the third quarter of 2007 was $2,976,000, or $.39 per share, as compared to $2,879,000, or $.37 per share, for the same quarter last year. The largest components of the increase in net income are an $87,000 increase in net interest income and a $270,000 decrease in employee benefits expense. The impact of these items was partially offset by an increase in occupancy and equipment expense of $110,000, an increase in the Corporation’s effective tax rate from 18.5% in the third quarter of 2006 to 20.0% for the current quarter, and an $84,000 increase in the provision for loan losses. The provision for loan losses increased as a result of greater loan growth in the third quarter of 2007. The effective tax rate was lower in the third quarter of 2006 due to a decrease in taxes accrued with respect to the Bank’s REIT subsidiary. The reasons for the other variances are substantially the same as those discussed with respect to the nine-month periods. Capital The Corporation’s capital management policy is designed to build and maintain capital levels that exceed regulatory standards. Under current regulatory capital standards, banks are classified as well capitalized, adequately capitalized or undercapitalized. Under such standards, a well-capitalized bank is one that has a total risk-based capital ratio equal to or greater than 10%, a Tier 1 risk-based capital ratio equal to or greater than 6%, and a Tier 1 leverage capital ratio equal to or greater than 5%. The Bank’s total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage capital ratios of 20.93%, 20.05% and 9.67%, respectively, at September 30, 2007 substantially exceed the requirements for a well-capitalized bank. The Corporation (on a consolidated basis) is subject to minimum risk-based and leverage capital requirements, which the Corporation substantially exceeded at September 30, 2007. |
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Total stockholders’ equity increased by $3,947,000, from $95,561,000 at December 31, 2006 to $99,508,000 at September 30, 2007. The increase is largely attributable to net income of $8,444,000, as partially offset by $3,254,000 in cash dividends declared and $2,527,000 expended for share repurchases. Also contributing to the increase, but to a much lesser extent, are proceeds from the exercise of stock options, stock-based compensation and unrealized gains on available-for-sale securities. Stock Repurchase Program and Market Liquidity. Since 1988, the Corporation has had a stock repurchase program under which it has purchased, from time to time, shares of its own common stock in market or private transactions. The Corporation’s market transactions are generally intended to comply with the manner, timing, price and volume conditions set forth in SEC Rule 10b-18 and therefore, with respect to such transactions, provide the Corporation with safe harbor from liability for market manipulation under section 9(a)(2) and Rule 10b-5 of the Securities Exchange Act of 1934. The Corporation periodically reevaluates whether it wants to continue purchasing shares of its own common stock in open market transactions under Rule 10b-18 or otherwise. Because the trading volume in the Corporation’s common stock is limited, the Corporation believes that a reduction or discontinuance of its share repurchase program could adversely impact market liquidity for its common stock, the price of its common stock, or both. The publicly reported trading volume in the Corporation’s common stock for the year ended September 30, 2007 was 628,547 shares, 4.6% of which resulted from open market purchases by the Corporation under its share repurchase program. Russell Microcap Index.Frank Russell Company maintains a family of U.S. equity indices. The indices are reconstituted in June of each year based on market capitalization and do not reflect subjective opinions. All Indices are subsets of the Russell 3000E Index, which represents most of the investable U. S. equity market. The Corporation’s common stock is included in the Russell Microcap Index. The average market capitalization of companies in the Russell Microcap Index is $300.9 million, the median market capitalization is $260.1 million, the capitalization of the largest company in the index is $711.4 million, and the capitalization of the smallest company in the index is $78.6 million. The Corporation’s market capitalization as of September 30, 2007 was approximately $158 million. The Corporation believes that inclusion in the Russell Microcap Index positively impacts the price, trading volume and liquidity of its common stock. Conversely, if the Corporation’s market capitalization falls below the minimum necessary to be included in the Russell Microcap Index at any future annual reconstitution date, the Corporation believes that this could adversely affect the price, volume and liquidity of its common stock. Cash Flows and Liquidity Cash Flows. The Corporation’s primary sources of cash are deposit growth, maturities and amortization of loans and investment securities, operations, and borrowing. The Corporation uses cash from these and other sources to first fund loan growth. Any remaining cash is used primarily to purchase a combination of short, intermediate, and longer-term investment securities, pay cash dividends, and repurchase common stock under the Corporation’s share repurchase program. During the first nine months of 2007, the Corporation’s cash and cash equivalent position increased by $17,902,000. The increase occurred primarily because cash provided by deposit growth, securities runoff, borrowed funds and operations exceeded the cash needed to grow loans. |
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Total time deposits grew by $57,349,000 during the period, amounting to $242,128,000 at September 30, 2007. Of that amount, $237,124,000 matures within twelve months, and of that amount, $198,551,000 matures in three months or less. Liquidity. The Bank has both internal and external sources of liquidity that can be used to fund loan growth and accommodate deposit outflows. The Bank’s primary internal sources of liquidity are its overnight position in federal funds sold, investment securities designated as available-for-sale, and maturities and monthly payments on its investment securities and loan portfolios. At September 30, 2007, the Bank had an overnight federal funds sold position of $7,000,000 and an available-for-sale securities portfolio of $234,793,000. The Bank is a member of the Federal Home Loan Bank of New York (“FHLB”) and has repurchase agreements in place with a number of brokerage firms and commercial banks. In addition to customer deposits, the Bank’s primary external sources of liquidity are secured borrowings in the form of FHLB advances and repurchase agreements. However, neither the Bank’s FHLB membership nor the repurchase agreements represent legal commitments on the part of the FHLB or repurchase agreement counterparties to extend credit to the Bank. The amount that the Bank can potentially borrow from these parties is dependent on, among other things, the amount of unencumbered eligible securities that the Bank can use as collateral. At September 30, 2007, the Bank has unencumbered eligible securities collateral of approximately $169 million. The Bank can also purchase overnight federal funds on an unsecured basis under lines with two other commercial banks. These lines in the aggregate amount of $25 million do not represent legal commitments to extend credit on the part of the other banks. As a backup to borrowing from the FHLB, brokerage firms and other commercial banks, the Bank is eligible to borrow on a secured basis at the Federal Reserve Bank (“FRB”) discount window under the primary credit program. Primary credit, which is normally extended on a very short-term basis, typically overnight, at a rate which is currently 50 basis points above the federal funds target rate, is viewed by the FRB as a backup source of short-term funds for sound depository institutions like the Bank. The amount that the Bank can borrow under the primary credit program depends on, among other things, the amount of available eligible collateral. Legislation Commercial checking deposits currently account for approximately 27% of the Bank’s total deposits. Congress has been considering legislation that would allow corporate customers to cover checks by sweeping funds from interest-bearing deposit accounts each business day and repeal the prohibition of the payment of interest on corporate checking deposits in the future. Either could have a material adverse impact on the Bank’s future results of operations. Impact of Not Yet Effective Authoritative Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS No. 157”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating the impact of SFAS No. 157 on the Corporation’s consolidated financial statements. |
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In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (“EITF 06-4”). This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after employment terminates. Depending on the contractual terms of the split-dollar agreement, the required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or the future death benefit. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The adoption of EITF 06-4 is not expected to impact the Corporation’s consolidated financial statements. In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure certain financial assets and financial liabilities at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Management is currently evaluating whether or not the fair value option will be applied to any of the Corporation’s financial assets or financial liabilities. |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK |
The Bank invests in interest-earning assets which are funded by interest-bearing deposits and borrowings, noninterest-bearing deposits, and capital. The Bank’s results of operations are subject to risk resulting from interest rate fluctuations generally and having assets and liabilities that have different maturity, repricing, and prepayment/withdrawal characteristics. The Bank defines interest rate risk as the risk that the Bank’s earnings and/or net portfolio value (present value of expected future cash flows from assets less the present value of expected future cash flows from liabilities) will change when interest rates change. The principal objective of the Bank’s asset/liability management activities is to maximize net interest income while at the same time maintain acceptable levels of interest rate and liquidity risk and facilitate the funding needs of the Bank. Because the Bank’s loans and investment securities generally reprice slower than its interest-bearing liabilities, an immediate increase in interest rates uniformly across the yield curve should initially have a negative effect on net interest income. However, if the Bank does not increase the rates paid on its deposit accounts as quickly or in the same amount as increases in market interest rates, the magnitude of the negative impact will decline. If the Bank does not increase its deposit rates at all, the impact should be positive. Over a longer period of time, and assuming that interest rates remain stable after the initial rate increase and the Bank purchases securities and originates loans at yields higher than those maturing and reprices loans at higher yields, the impact of an increase in interest rates should be positive. This occurs primarily because with the passage of time more loans and investment securities will reprice at the higher rates and there will be no offsetting increase in interest expense for those loans and investment securities funded by noninterest-bearing checking deposits and capital. |
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Conversely, a decrease in interest rates uniformly across the yield curve should initially have a positive impact on the Bank’s net interest income. However, if the Bank does not or cannot decrease the rates paid on its deposit accounts as quickly or in the same amount as decreases in market interest rates, the magnitude of the positive impact will decline. If the Bank does not decrease its deposit rates at all, the impact should be negative. If interest rates decline, or have declined, and are sustained at the lower levels and, as a result, the Bank purchases securities at lower yields and loans are originated or repriced at lower yields, the impact on net interest income should be negative because 39% of the Bank’s average interest-earning assets are funded by noninterest-bearing checking deposits and capital. The Bank monitors and controls interest rate risk through a variety of techniques including the use of interest rate sensitivity models and traditional interest rate sensitivity gap analysis. Through use of the models, the Bank projects future net interest income and then estimates the effect on projected net interest income of various changes in interest rates and balance sheet growth rates. The Bank also uses the models to calculate the change in net portfolio value over a range of interest rate change scenarios. Traditional gap analysis involves arranging the Bank’s interest-earning assets and interest-bearing liabilities by repricing periods and then computing the difference, or interest-rate sensitivity gap, between the assets and liabilities which are estimated to reprice during each time period and cumulatively through the end of each time period. Both interest rate sensitivity modeling and gap analysis involve a variety of significant estimates and assumptions and are done at a specific point in time. Interest rate sensitivity modeling requires, among other things, estimates of: (1) how much and when yields and costs on individual categories of interest-earning assets and interest-bearing liabilities will adjust because of projected changes in market interest rates; (2) future cash flows; (3) discount rates; and (4) decay or runoff rates for nonmaturity deposits such as checking, savings, and money market accounts. Gap analysis requires estimates as to when individual categories of interest-sensitive assets and liabilities will reprice and assumes that assets and liabilities assigned to the same repricing period will reprice at the same time and in the same amount. Like sensitivity modeling, gap analysis does not fully take into account the fact that the repricing of some assets and liabilities is discretionary and subject to competitive and other pressures. Changes in the estimates and assumptions made for interest rate sensitivity modeling and gap analysis could have a significant impact on projected results and conclusions. Therefore, these techniques may not accurately reflect the actual impact of changes in the interest rate environment on the Bank’s net interest income or net portfolio value. The table that follows is provided pursuant to the market risk disclosure rules set forth in Item 305 of Regulation S-K of the Securities and Exchange Commission. The information provided in the following table is based on significant estimates and assumptions and constitutes, like certain other statements included herein, a forward-looking statement. The base case information in the table shows (1) an estimate of the Corporation’s net portfolio value at September 30, 2007 arrived at by discounting estimated future cash flows at current market rates and (2) an estimate of net interest income on a tax-equivalent basis for the year ending September 30, 2008 assuming that maturing assets or liabilities are replaced with new balances of the same type, in the same |
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amount, and at current rate levels and repricing balances are adjusted to current rate levels. For purposes of the base case, nonmaturity deposits are included in the calculation of net portfolio value at their carrying amount. The rate change information in the table shows estimates of net portfolio value at September 30, 2007 and net interest income on a tax-equivalent basis for the year ending September 30, 2008 assuming rate changes of plus 100 and 200 basis points and minus 100 and 200 basis points. The changes in net portfolio value from the base case have not been tax affected. In addition, cash flows for nonmaturity deposits are based on a decay or runoff rate of six years. Also, rate changes are assumed to be shock or immediate changes and occur uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. In projecting future net interest income under the indicated rate change scenarios, activity is simulated by replacing maturing balances with new balances of the same type, in the same amount, but at the assumed rate level and adjusting repricing balances to the assumed rate level. Based on the foregoing assumptions and as depicted in the table that follows, an immediate increase in interest rates of 100 or 200 basis points would have a negative effect on net interest income over a one-year time period. This is principally because the Bank’s interest-bearing deposit accounts reprice faster than its loans and investment securities. However, if the Bank does not increase the rates paid on its deposit accounts as quickly or in the same amount as increases in market interest rates, the magnitude of the negative impact will decline. If the Bank does not increase its deposit rates at all, the impact should be positive. Over a longer period of time, and assuming that interest rates remain stable after the initial rate increase and the Bank purchases securities and originates loans at yields higher than those maturing and reprices loans at higher yields, the impact of an increase in interest rates should be positive. This occurs primarily because with the passage of time more loans and investment securities will reprice at the higher rates and there will be no offsetting increase in interest expense for those loans and investment securities funded by noninterest-bearing checking deposits and capital. Generally, the reverse should be true of an immediate decrease in interest rates of 100 or 200 basis points. However, while rates on all of the Bank’s interest earning assets could drop by 100 or 200 basis points, rates on a number of its deposit products could not because they are priced at or below 100 basis points. It is for this reason that in rates down 100 and 200 basis points the projected increases in net interest income as compared to the base case are somewhat less than the projected decreases in rates up 100 and 200 basis points. |
| Net Portfolio Value at September 30, 2007 | Net Interest Income Year Ending September 30, 2008 | ||||||||||
| Rate Change Scenario | Amount | Percent Change From Base Case | Amount | Percent Change From Base Case | |||||||
| (dollars in thousands) | |||||||||||
| + 200 basis point rate shock | $ | 84,597 | (21.2 | )% | $ | 33,461 | (15.8 | )% | |||
| + 100 basis point rate shock | 95,668 | (10.9 | ) | 36,606 | (7.9 | ) | |||||
| Base case (no rate change) | 107,366 | — | 39,750 | — | |||||||
| - 100 basis point rate shock | 118,924 | 10.8 | 42,800 | 7.7 | |||||||
| - 200 basis point rate shock | 131,549 | 22.5 | 44,755 | 12.6 | |||||||
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| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| July 1, 2007 to July 31, 2007 | 59,170 | $ | 20.56 | 59,170 | 84,510 | ||||||
| August 1, 2007 to August 31, 2007 | 8,575 | $ | 19.40 | 8,575 | 275,935 | ||||||
| September 1, 2007 to September 30, 2007 | 4,680 | $ | 19.99 | 4,680 | 271,255 | ||||||
| (1) | All shares purchased by the Corporation under its stock repurchase program in the third quarter of 2007 were purchased under a 300,000 share plan approved by the Corporation’s board of directors on January 17, 2006 and publicly announced on January 20, 2006. In addition, a 200,000 share plan under which no shares have yet been purchased was approved by the Board on August 21, 2007 and publicly announced on August 23, 2007. The Corporation’s share repurchase plans do not have fixed expiration dates. |
On November 8, 2007, the Corporation issued a press release regarding the Corporation’s financial condition as of September 30, 2007 and its results of operations for the nine and three month periods then ended. The press release is furnished as Exhibit 99.1 to this Form 10-Q. a) The following exhibits are included herein. |
| Exhibit No. | Name | |
| 31 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14(a) and 15d-14(a) of the Exchange Act) | |
| 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) | |
| 99.1 | Press Release dated November 8, 2007 regarding the nine and three month periods ended September 30, 2007 |
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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. |
| THE FIRST OF LONG ISLAND CORPORATION | |
| (Registrant) | |
| Date: November 2, 2007 | By /s/ MICHAEL N. VITTORIO |
| MICHAEL N. VITTORIO | |
| PRESIDENT & CHIEF EXECUTIVE OFFICER | |
| (principal executive officer) | |
| By /s/ MARK D. CURTIS | |
| MARK D. CURTIS | |
| SENIOR VICE PRESIDENT & TREASURER | |
| (principal financial and accounting officer) | |
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| EXHIBIT INDEX |
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