FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 1996. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-23526 LONG ISLAND BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-3198508 (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 201 OLD COUNTRY ROAD, MELVILLE, NEW YORK 11747-2724 (Address of principal executive offices) (Zip Code) (516) 547-2000 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all the 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 24,458,346 SHARES WERE OUTSTANDING AS OF DECEMBER 31, 1996 LONG ISLAND BANCORP, INC. FORM 10-Q INDEX PART I - FINANCIAL INFORMATION Page - ------------------------------ ---- ITEM 1. Financial Statements Consolidated Statements of Financial Condition at December 31, 1996 and September 30, 1996 3 Consolidated Statements of Operations for the three months ended December 31, 1996 and 1995 4 Consolidated Statement of Changes in Stockholders' Equity for the three months ended December 31, 1996 5 Consolidated Statements of Cash Flows for the three months ended December 31, 1996 and 1995 6 Notes to the Consolidated Financial Statements 7 - 8 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 18 PART II - OTHER INFORMATION - --------------------------- ITEM 1. Legal Proceedings 19 ITEM 2. Changes in Securities 19 ITEM 3. Defaults Upon Senior Securities 19 ITEM 4. Submission of Matters to a Vote of Security Holders 19 ITEM 5. Other Information 19 ITEM 6. Exhibits and Reports on Form 8-K 19 Signature Page 20 LONG ISLAND BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (IN THOUSANDS, EXCEPT SHARE DATA) DECEMBER 31, SEPTEMBER 30, 1996 1996 --------------- --------------- A S S E T S Cash and cash equivalents (including interest-earning assets of $110,429 and $37,357, respectively) $ 166,822 $ 76,348 Investment in debt and equity securities, net: Available-for-sale 164,307 180,650 Mortgage-backed securities, net: Held-to-maturity (estimated fair value of $19,521 and $21,120, respectively) 22,934 23,096 Available-for-sale 1,718,607 1,717,106 Stock in Federal Home Loan Bank of New York, at cost 40,754 40,754 Loans held for sale, net 51,104 57,969 Loans receivable held for investment, net: Real estate loans, net 3,247,624 2,921,285 Commercial loans, net 7,788 7,810 Other loans, net 149,741 145,654 --------------- --------------- Loans, net 3,405,153 3,074,749 Less allowance for possible loan losses (33,488) (33,912) --------------- --------------- Total loans receivable held for investment, net 3,371,665 3,040,837 Mortgage servicing rights, net 35,597 29,687 Office properties and equipment, net 89,722 89,279 Accrued interest receivable, net 33,047 32,962 Investment in real estate, net 11,865 10,680 Deferred taxes 24,983 31,207 Excess of cost over fair value of assets acquired 5,156 5,265 Prepaid expenses and other assets 22,777 27,951 --------------- --------------- Total assets $ 5,759,340 $ 5,363,791 =============== =============== L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y Liabilities: Deposits $ 3,661,125 $ 3,633,010 Official checks outstanding 55,957 49,860 Borrowed funds 1,400,950 978,023 Mortgagors' escrow liabilities 44,416 64,232 Accrued expenses and other liabilities 71,205 119,572 --------------- --------------- Total liabilities 5,233,653 4,844,697 Stockholders' equity: Preferred stock ($0.01 par value, 5,000,000 shares authorized; none issued) --- --- Common stock ($0.01 par value, 45,000,000 shares authorized; 26,816,464 shares issued, 24,458,346 and 24,644,157 outstanding, respectively) 268 268 Additional paid-in capital 305,419 304,027 Unallocated Employee Stock Ownership Plan (18,658) (19,230) Unearned Management Recognition & Retention Plan (5,088) (5,551) Unrealized gain on securities available-for-sale, net of tax 8,870 6,633 Retained income-partially restricted 293,339 285,311 Treasury stock, at cost (2,358,118 and 2,172,307 shares, respectively) (58,463) (52,364) --------------- --------------- Total stockholders' equity 525,687 519,094 --------------- --------------- Total liabilities and stockholders' equity $ 5,759,340 $ 5,363,791 =============== =============== See accompanying notes to unaudited consolidated financial statements. LONG ISLAND BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT FOR PER SHARE DATA) FOR THE THREE MONTHS ENDED DECEMBER 31, ------------------------------ 1996 1995 ------------- ---------------- Interest income: Real estate loans $ 59,159 $ 39,672 Commercial loans 178 209 Other loans 3,904 3,648 Mortgage-backed securities 28,999 38,695 Debt and equity securities 3,730 4,503 ------------- ------------- Total interest income 95,970 86,727 ------------- ------------- Interest expense: Deposits 39,438 39,421 Borrowed funds 16,276 8,895 ------------- ------------- Total interest expense 55,714 48,316 ------------- ------------- Net interest income 40,256 38,411 Provision for possible loan losses 1,500 1,600 ------------- ------------- Net interest income after provision for possible 38,756 36,811 loan losses Non-interest income: Fees and other income: Loan fees and service charges 1,005 700 Loan servicing fees 3,382 3,057 Income from insurance and securities commissions 508 327 Deposit service fees 1,528 1,460 ------------- ------------- Total fee income 6,423 5,544 Other income 862 661 ------------- ------------- Total fees and other income 7,285 6,205 Net gains on sale activity: Net gains on loans and mortgage-backed securities 1,975 625 Net gains on investment in debt and equity securities 98 259 ------------- ------------- Total net gains on sale activity 2,073 884 Net (loss) gain on investment in real estate and premises (515) 2,168 ------------- ------------- Total non-interest income 8,843 9,257 Non-interest expense: General and administrative expense: Compensation, payroll taxes and fringe benefits 14,128 13,277 Advertising 1,255 1,215 Office occupancy and equipment 5,396 4,934 Federal insurance premiums 1,905 2,217 Other general and administrative expense 4,624 4,144 ------------- ------------- Total general and administrative expense 27,308 25,787 Amortization of excess of cost over fair value of assets acquired 109 63 ------------- ------------- Total non-interest expense 27,417 25,850 ------------- ------------- Income before income taxes 20,182 20,218 Provision for income tax (benefit) expense 8,248 8,597 ------------- ------------- Net income $ 11,934 $ 11,621 ============= ============= Primary earnings per common share $ 0.50 $ 0.47 ============= ============= Fully diluted earnings per common share $ 0.50 $ 0.47 ============= ============= See accompanying notes to unaudited consolidated financial statements. LONG ISLAND BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY THREE MONTHS ENDED DECEMBER 31, 1996 (IN THOUSANDS, EXCEPT SHARE DATA) UNALLOCATED UNEARNED UNREALIZED EMPLOYEE MANAGEMENT GAIN ON RETAINED ADDITIONAL STOCK RECOGNITION SECURITIES INCOME - COMMON PAID-IN OWNERSHIP & RETENTION AVAILABLE PARTIALLY TREASURY STOCK CAPITAL PLAN PLAN FOR SALE RESTRICTED STOCK TOTAL ------ --------- --------- ---------- ---------- --------- ------ ---------- Balance at September 30, 1996 $ 268 $304,027 $(19,230) $ (5,551) $ 6,633 $ 285,311 $(52,364) $519,094 Net income 11,934 11,934 Allocation/amortization of ESOP and MRP stock and related tax benefits 1,283 572 463 2,318 Change in unrealized gains on securities available-for-sale, net of taxes 2,237 2,237 Dividends (3,373) (3,373) Repurchase of common stock (250,000 shares) net of exercise of stock options (19,189 shares) and related tax benefits 109 (533) (6,099) (6,523) -------- -------- -------- ---------- -------- -------- -------- --------- Balance at December 31, 1996 $ 268 $305,419 $(18,658) $ (5,088) $ 8,870 $ 293,339 $(58,463) $525,687 ======== ======== ========= ========== ========= ======== ======== ========= See accompanying notes to unaudited consolidated financial statements. LONG ISLAND BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) FOR THE THREE MONTHS ENDED DECEMBER 31, --------------------------------- 1996 1995 ------------- -------------- Operating activities: Net income $ 11,934 $ 11,621 Adjustments to reconcile net income to net cash provided (used) by operating activities: Provision for possible loan losses 1,500 1,600 Write-off of real estate owned and investment in real estate 141 128 Gains on sale of real estate owned, net (42) (49) Depreciation and amortization 3,550 2,382 Capitalized mortgage servicing rights, net (1,526) (555) Amortization of premiums, net of accretion of discounts-debt, equity and mortgage-backed securities 7 370 Amortization of premiums, net of accretion of discounts-purchase accounting 219 (436) Employee Stock Ownership Plan/Management Recognition & Retention Plan expense 2,318 1,423 Gains on sales of loans and mortgage-backed securities, net (1,975) (625) Originations of loans held-for-sale, net of proceeds from sales 31,759 (8,920) Gains on sales of debt and equity securities, net (98) (259) (Increase) decrease in accrued interest receivable (85) 759 Decrease in accrued and other liabilities (49,571) (5,834) Increase in official checks outstanding 6,097 48,550 (Increase) decrease in deferred taxes, prepaid expenses and other assets 9,246 (4,368) Net decrease in unearned income (4,546) (383) ------------- -------------- Net cash (used) provided by operating activities (54,590) 45,404 ------------- -------------- Investing activities: Proceeds from sales of debt and equity securities, available-for-sale 15,000 48,335 Proceeds from sales of mortgage-backed securities, available-for-sale 173,521 --- Proceeds from maturities of and principal payments on debt and equity securities 36,263 143,372 Principal payments on mortgage-backed securities 70,186 164,656 Purchases of debt and equity securities, available-for-sale (33,921) (103,382) Purchases of mortgage-backed securities, available-for-sale (50,015) (78,198) Principal payments on loans held-for-investment, net of originations and (484,280) (158,027) purchases Proceeds from sale of real estate owned, office properties and equipment 1,871 4,555 Purchases of office properties and equipment (2,544) (3,485) Purchase of mortgage servicing rights (4,045) --- ------------- -------------- Net cash (used) provided by investing activities (277,964) 17,826 ------------- -------------- Financing activities: Net increase (decrease) in demand deposits, NOW accounts and savings accounts 3,752 (4,683) Net decrease in mortgagors' escrow accounts (19,816) (28,804) Net increase in certificates of deposit 24,363 49,488 Costs to repurchase common stock (5,992) (13,066) Proceeds from the exercise of stock options 221 357 Cash dividends paid on common stock (2,427) (2,571) Net decrease in short-term borrowings (10,994) (135,000) Net increase in long-term borrowings 433,921 102,346 ------------- -------------- Net cash provided (used) by financing activities 423,028 (31,933) ------------- -------------- Increase in cash and cash equivalents 90,474 31,297 Cash and cash equivalents at the beginning of the quarter 76,348 67,410 ------------- -------------- Cash and cash equivalents at the end of the quarter $ 166,822 $ 98,707 ============= ============== Supplemental disclosures of cash flow information: Cash paid during the quarter for: Interest on deposits and borrowed funds $ 54,058 $ 50,994 ============= ============== Income taxes $ 3,845 $ 11,202 ============= ============== Non-cash investing activity: Additions to real estate owned, net $ 3,013 $ 2,160 ============= ============== Securitization of loans $ 191,306 $ 46,658 ============= ============== See accompanying notes to unaudited consolidated financial statements. LONG ISLAND BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements include the accounts of Long Island Bancorp, Inc. ("Company") and its wholly-owned subsidiary The Long Island Savings Bank, FSB ("Bank"). The unaudited consolidated financial statements included herein reflect all adjustments which are, in the opinion of management, necessary for the fair presentation of the Company's interim financial condition as of the dates indicated and the results of operations for the periods shown. In preparing the accompanying consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statements of financial condition and statements of operations for the periods presented. The results of operations for the three months ended December 31, 1996 are not necessarily indicative of the results of operations to be expected for the remainder of the year. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report to Shareholders and Form 10-K for the fiscal year ended September 30, 1996. Certain reclassifications have been made to conform the prior period's consolidated financial statements to the current presentation. 2. EARNINGS PER SHARE OF COMMON STOCK Earnings per share ("EPS") is determined by dividing net income for the period by the weighted average number of common shares outstanding during the same period. Primary EPS includes in the calculation of common shares outstanding the common stock equivalents related to shares issuable under the Company's stock benefit plans that have a dilutive effect while fully diluted EPS includes the common stock equivalents that have the maximum dilutive effect. The weighted average number of shares outstanding for primary and fully diluted EPS calculations for the three months ended December 31, 1996 and 1995 are presented on page 15 herein. 3. CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and short-term loans to commercial banks with original terms to maturity of less than three months. 4. ACCOUNTING CHANGES Effective October 1, 1996, the Company adopted Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121 establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles, and goodwill related to those assets to be held and used and for long-lived assets and certain identifiable intangibles to be disposed of. This statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the entity should estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss should be recognized. This statement requires that long-lived assets and certain identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less cost to sell, except for assets that are covered by Accounting Principle Board Opinion ("APB") No. 3, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The adoption of SFAS 121 did not have a material effect on the Company's financial condition and results of operations. 5. RECENT DEVELOPMENTS On December 19, 1996, the Company announced the declaration of a quarterly dividend of fifteen cents ($0.15) per common share. This is the Company's ninth consecutive dividend and represents a 50% increase from the previous quarterly dividend of $0.10. The dividend is payable on February 14, 1997 to shareholders of record at the close of business on January 15, 1997. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS - ------- ------------------------------------ GENERAL The Company was incorporated in the State of Delaware in December 1993 at the direction of the Board of Directors of the Bank for the purpose of becoming a holding company to own all of the outstanding capital stock of the Bank upon its conversion from a mutual to a stock form of organization. The mutual-to-stock conversion was completed on April 14, 1994. FINANCIAL CONDITION Total assets at December 31, 1996 were $5.8 billion, an increase of $395.5 million, or 7.4%, from September 30, 1996. The increase in assets is principally due to an increase in net loans receivable held for investment of $330.8 million, or 10.9%, to $3.4 billion at December 31, 1996 from $3.0 billion at September 30, 1996. Further contributing to the growth in assets was the increase in cash and cash equivalents of $90.5 million, or 118.5%, to $166.8 million at December 31, 1996 from $76.3 million at September 30, 1996. Partially offsetting these increases was a reduction of $16.4 million, or 9.0%, in investment in debt and equity securities to $164.3 million at December 31, 1996 from $180.7 million at September 30, 1996. Non-performing assets increased by $0.7 million, or 1.0%, to $62.0 million at December 31, 1996 from $61.3 million at September 30, 1996 reflecting a $1.2 million increase in real estate owned partially offset by a $0.5 million decrease in non-performing loans. Despite the marginal increase in non-performing assets, the ratio of non-performing assets to total assets and non-performing loans to total gross loans improved by 6 basis points and 17 basis points at December 31, 1996, respectively, when compared with September 30, 1996. This improvement reflects in part the growth in total assets and total gross loans. Total deposits at December 31, 1996 were $3.7 billion, an increase of $28.1 million, or 0.8%, from September 30, 1996. Borrowed funds increased by $422.9 million, or 43.2%, to $1.4 billion at December 31, 1996 from $978.0 million at September 30, 1996. Stockholders' equity increased by $6.6 million, or 1.3%, to $525.7 million at December 31, 1996 from $519.1 million at September 30, 1996. The increase primarily reflects earnings of $11.9 million, an improvement of $2.2 million, net of tax, in unrealized gain on securities classified as available-for-sale and $2.4 million related to the Company's stock benefit plans. These increases were partially offset by the declaration of $3.4 million in dividends and the purchase of treasury stock, net of shares issued for the exercise of stock options, of $6.5 million. At December 31, 1996, the Company's ratio of stockholders' equity to total assets was 9.13% and book value per share was $21.49. LIQUIDITY, REGULATORY CAPITAL AND CAPITAL RESOURCES GENERAL. The Company's primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, retained income and borrowings under reverse-repurchase agreements and a funding note issued in June 1996 which is collateralized by a pool of adjustable rate residential mortgage loans. Payments of principal and interest on the funding note are paid monthly based on the scheduled payments due on the underlying loans. Proceeds from the sale of securities and loans are also a source of funding. While maturities and scheduled amortization of loans and mortgage-backed securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank is required to maintain minimum levels of liquid assets as defined by Office of Thrift Supervision ("OTS") regulations. This requirement, which may be varied at the direction of the OTS depending upon economic conditions and deposit flows, is based upon a percentage of deposits and short-term borrowings. The required ratio is currently 5.00%. The Bank's liquidity ratio increased to 9.90% at December 31, 1996 from 9.34% at September 30, 1996. Currently, the Bank maintains a liquidity ratio above the regulatory requirements in accordance with its investment objective of investing in short-term debt securities. Future levels may vary. The Company's most liquid assets are cash and short-term investments. The levels of these assets are dependent on the Company's operating, financing, lending and investing activities during any given period. The primary investment activity of the Bank is the origination of real estate loans and other loans. During the quarter ended December 31, 1996, the Bank originated or purchased real estate loans in the amount of $747.6 million, including $187.1 million which represents the bulk purchase of loans, and other loans in the amount of $20.0 million. The Bank purchases and originates mortgage-backed securities to maintain its liquidity to meet its funding demand. Purchases and originations of mortgage-backed securities totaled $50.0 million and $190.4 million, respectively, for the quarter ended December 31, 1996. These activities were funded primarily by principal repayments on loans and mortgage-backed securities, borrowings under reverse-repurchase agreements, and sales of loans and securities classified as available-for-sale. Other investing activities may include the acquisition of U.S. government securities, federal agency obligations and asset-backed securities. Liquidity management of the Company is both a daily and long-term component of management's strategy. Excess funds are generally invested in short-term and intermediate-term securities. In the event that the Bank should require funds beyond its ability to generate them internally, additional sources of funds are available through the use of Federal Home Loan Bank ("FHLB") advances and reverse repurchase agreements. In addition, the Bank may access funds, if necessary, through various lines of credit totaling $75.0 million at December 31, 1996 from the FHLB. At the time of conversion, the Bank was required by the OTS to establish a liquidation account which will be reduced to the extent that eligible account holders reduce their qualifying deposits. In the unlikely event of a complete liquidation of the Bank, each eligible account holder will be entitled to receive a distribution from the liquidation account. The Bank is not permitted to declare or pay a dividend on or repurchase any of its capital stock if the effect would be to cause the Bank's regulatory capital to be reduced below the amount required for the liquidation account. Unlike the Bank, the Company is not subject to OTS regulatory restrictions on the declaration or payment of dividends to its stockholders, although the source of such dividends could depend upon dividend payments from the Bank. The Company is subject, however, to the requirements of Delaware law, which generally limit dividends to an amount equal to the excess of its net assets (the amount by which total assets exceed total liabilities) over its stated capital or, if there is no such excess, to its net profits for the current and/or immediately preceding fiscal year. REGULATORY CAPITAL POSITION. Under OTS capital regulations, the Bank is required to comply with each of three separate capital adequacy standards. At December 31, 1996, the Bank exceeded each of the three OTS capital requirements, as illustrated on page 15 herein. COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995 GENERAL. The Company had net income of $11.9 million and primary and fully diluted EPS of $0.50 for the quarter ended December 31, 1996 ("1996 quarter"). For the quarter ended December 31, 1995 ("1995 quarter"), net income was $11.6 million and primary and fully diluted EPS was $0.47. NET INTEREST INCOME. Net-interest income increased by $1.9 million, or 4.9%, to $40.3 million in the 1996 quarter from $38.4 million in the 1995 quarter. The increase in net interest income is primarily attributable to the growth of the average real estate loan portfolio to $3.1 billion for the 1996 quarter from $2.0 billion for the 1995 quarter. This growth was funded by the investment of additional borrowed funds, which on average increased by $532.2 million over the 1995 period, and the redeployment of funds previously invested in mortgage-backed securities, which declined on average by $540.7 million over the 1995 period. PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses decreased marginally by $0.1 million, or 6.3%, to $1.5 million in the 1996 quarter from $1.6 million in the 1995 quarter. This decrease reflects management's assessment of the level of non-performing loans, which at December 31, 1996 was $52.6 million compared with $52.7 million at December 31, 1995. At December 31, 1996, the ratio of the allowance for possible loan losses to non-performing loans improved by 149 basis points to 63.64% from 62.15% at December 31, 1995. Although management considers the allowance for possible loan losses to be adequate at December 31, 1996, if general economic trends and real estate values were to decline, the level of non-performing loans may increase. Such an increase could result in greater provisions for possible loan losses thereby adversely affecting future operating results. NON-INTEREST INCOME. Total non-interest income decreased by $0.5 million, or 4.5%, to $8.8 million during the 1996 quarter as compared with $9.3 million for the 1995 quarter. The decrease in total non-interest income primarily reflects a decline in net (loss) gain on investment in real estate and premises of $2.7 million to a loss of $0.5 million during the 1996 quarter as compared with a gain of $2.2 million during the 1995 quarter. The decline in the net (loss) gain on investment in real estate and premises reflects a $2.0 million profit from the sale of three rental office properties that occurred in the 1995 quarter coupled with the resultant loss of rental income of $0.8 million from the sale of these and seven other real estate investment properties by the Company in fiscal 1996. Partially offsetting the decline in the net (loss) gain on investment in real estate and premises were the improvements in net gains on sale activity and total fee income. Net gain on sales activity increased by $1.2 million, or 134.5%, to $2.1 million in the 1996 quarter from $0.9 million in the 1995 quarter. This improvement reflects the execution of management's strategy of recognizing profits in the available-for-sale portfolios as interest rates fluctuate. This strategy allowed the Company to enhance earnings, increase liquidity and improve its ability to take advantage of higher yielding investments. Total fee income increased to $6.4 million in the 1996 quarter from $5.5 million in the 1995 quarter principally from the growth in loan fees and service charges and loan servicing fees reflecting the increase in the Company's loan portfolio and mortgage servicing activities. NON-INTEREST EXPENSE. Total non-interest expense increased by $1.5 million, or 6.1%, to $27.4 million in the 1996 quarter from $25.9 million in the 1995 quarter. This increase is primarily due to increased expenditures of $0.9 million for compensation and benefit costs related to the increase in the value of the Company's stock and its direct impact on stock-based compensation expense, greater depreciation and occupancy costs of $0.5 million resulting from the Company's technological investments and other general and administrative expenses of $0.5 million related to the increase in mortgage origination volume. The effect of these increases on non-interest expense was partially mitigated by the reduction in federal insurance premiums due to a $0.5 million credit from the Savings Association Insurance Fund in accordance with The Deposit Insurance Funds Act of 1996 ("Act"). Beginning on January 1, 1997, the Company anticipates reductions in compensation and benefit costs due to stock-based benefit plan modifications and in federal insurance premiums as the Act reduced the Company's deposit assessment rate to 6.48 basis points from 23 basis points. PROVISION FOR INCOME TAXES. Income tax expense decreased by $0.4 million, or 4.1%, to $8.2 million in the 1996 quarter from $8.6 million in the 1995 quarter. This decrease is primarily attributable to a 1.6% reduction in the effective tax rate to 40.9% in the 1996 quarter from 42.5% in the 1995 quarter. The decline in the effective tax rate primarily reflects changes to the New York State bad debt deduction regulations. IMPACT OF NEW ACCOUNTING STANDARDS In October 1995, the FASB issued Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation." SFAS 123 applies to all transactions in which an entity acquires goods or services by issuing equity instruments or by incurring liabilities where the payment amounts are based on the entity's common stock price, except for employee stock ownership plans. SFAS 123 covers transactions with employees and non-employees and is applicable to both public and non-public entities. SFAS 123 establishes a new method of accounting for stock-based compensation arrangements with employees. The new method is a fair value based method rather than the intrinsic value based method that is contained in APB 25. Entities are not required to adopt the new fair value based method for purposes of preparing their basic financial statements and may continue to use the APB 25 method. The SFAS 123 fair value based method is considered by the FASB to be preferable to the APB 25 method, and thus, once the fair value based method is adopted, an entity cannot change back to the APB 25 method. Also, the selected method applies to all of an entity's compensation plans and transactions. For entities not adopting the SFAS 123 fair value based method, SFAS 123 requires the entity to display in the footnotes to the financial statements pro forma net income and earnings per share information as if the fair value based method had been adopted. The accounting requirements of SFAS 123 are effective for transactions entered into in fiscal years that begin after December 15, 1995, though they may be adopted on issuance. The disclosure requirements are effective for financial statements for fiscal years beginning after December 15, 1995, or for an earlier fiscal year for which SFAS 123 is initially adopted for recognizing compensation cost. Pro forma disclosures required for entities that elect to continue to measure compensation cost using the APB 25 method must include the effects of all awards granted in fiscal years that begin after December 15, 1994. Pro forma disclosures for awards granted in the first fiscal year beginning after December 15, 1994, need not be included in financial statements for that fiscal year but should be presented subsequently whenever financial statements for that fiscal year are presented for comparative purposes with financial statements for a later fiscal year. The Company intends to continue its present method of accounting for stock-based compensation; accordingly, the adoption of the Statement will not have an effect on the financial statements with the exception of expanded disclosures required under the Statement. In June 1996, the FASB issued Statement of Financial Accounting No. 125 ("SFAS 125"), "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. Under this approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. This statement supersedes Statement of Financial Accounting Standards No. 76, "Extinguishment of Debt", and No. 77, "Reporting by Transferors for Transfers of Receivable with Recourse", and SFAS 122 and amends SFAS 115 and SFAS 65. The provisions of SFAS 125 are effective prospectively for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996 except for those transactions that are governed by Statement of Financial Accounting No. 127 ("SFAS 127"), "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125." FASB 127 was issued in December 1996 to extend the effective date of the provisions of SFAS 125 as they relate to secured borrowings and collateral and repurchase agreements, dollar rolls, securities lending and similar transactions for one year. The Company is currently reviewing SFAS 125 and SFAS 127. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Form 10-Q Report includes forward looking statements based on current management expectations. The Company's actual results could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Bank's loan and investment portfolios, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and prices. Additional factors are described in the Company's other public reports filed with the SEC. AVERAGE BALANCE SHEET The following table sets forth certain information relating to the Company's average unaudited consolidated statements of financial condition and the consolidated statements of operations for the three months ended December 31, 1996 and 1995, and reflects the annualized average yield on assets and average cost of liabilities for the periods indicated. Such annualized yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from the average daily balances. The yields and costs include fees which are considered adjustments to yields. FOR THE THREE MONTHS ENDED DECEMBER 31, -------------------------------------------------------------------------------------- 1996 1995 ----------------------------------------- ----------------------------------------- AVERAGE AVERAGE AVERAGE YIELD\ AVERAGE YIELD\ BALANCE INTEREST COST BALANCE INTEREST COST -------------- ------------ ----------- -------------- ------------ ----------- (DOLLARS IN THOUSANDS) INTEREST-EARNING ASSETS Interest-earning cash equivalents $ 58,388 $ 766 5.20 % $ 37,161 $ 519 5.56 % Debt and equity securities and FHLB-NY stock, net (1) 213,001 2,964 5.57 282,627 3,984 5.64 Mortgage-backed securities, net (1) 1,693,945 28,999 6.85 2,234,617 38,695 6.93 Real estate loans, net (2) 3,105,539 59,159 7.62 1,962,272 39,672 8.09 Commercial and other loans, net (2) 140,214 4,082 11.65 114,391 3,857 13.49 -------------- ------------ --------- -------------- ------------ -------- Total interest-earning assets 5,211,087 95,970 7.37 4,631,068 86,727 7.49 Other non-interest-earning assets 300,439 255,077 -------------- ------------ -------------- ------------ Total assets $ 5,511,526 $ 95,970 $ 4,886,145 $ 86,727 ============== ============ ============== ============ INTEREST BEARING LIABILITIES Deposits, net $ 3,708,611 $ 39,438 4.22 % $ 3,640,018 $ 39,421 4.31 % Borrowed funds 1,133,506 16,276 5.70 601,284 8,895 5.89 -------------- ------------ --------- -------------- ------------ -------- Total interest-bearing liabilities 4,842,117 55,714 4.57 4,241,302 48,316 4.53 Non-interest-bearing liabilities 144,903 119,822 -------------- -------------- Total liabilities 4,987,020 4,361,124 Total stockholders' equity 524,506 525,021 -------------- ------------ --------- -------------- ------------ -------- Total liabilities and stockholders' equity $ 5,511,526 $ 55,714 $ 4,886,145 $ 48,316 ============== ------------ ============== ------------ Net interest income/spread (3) $ 40,256 2.80 % $ 38,411 2.96 % ============ ========= ============ ======== Net interest margin as % of interest-earning assets 3.09 % 3.32 % (4) ========= ======== Ratio of interest-earning assets to interest-bearing 107.62 % 109.19 % liabilities ========= ======== (1) Debt and equity and mortgage-backed securities are shown including the average market value appreciation of $15.8 million and $13.5 million, before tax, from SFAS 115 for the three months ended December 31, 1996 and 1995, respectively. (2) Net of unearned discounts, premiums, deferred loan fees, purchase accounting discounts and premiums and allowance for possible loan losses, and including non-performing loans and loans held for sale. (3) Interest rate spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities. (4) Net interest margin represents net interest income divided by average interest-earning assets. RATE/VOLUME ANALYSIS The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1995 INCREASE/(DECREASE) ---------------------------------------------- DUE TO ---------------------------------------------- VOLUME RATE NET ------------- -------------- -------------- (IN THOUSANDS) Interest-earning assets: Interest-earning cash equivalents(1) $ 282 $ (35) $ 247 Debt and equity securities(2)(3) (970) (50) (1,020) Mortgage-backed securities(3) (9,261) (435) (9,696) Real estate loans(4) 21,900 (2,413) 19,487 Commercial and other loans(4) 797 (572) 225 ------------- -------------- -------------- Total 12,748 (3,505) 9,243 ------------- -------------- -------------- Interest-bearing liabilities: Deposits 789 (772) 17 Borrowed funds 7,675 (294) 7,381 ------------- -------------- ------------- Total 8,464 (1,066) 7,398 ------------- -------------- -------------- Net change in interest income $ 4,284 $ (2,439) $ 1,845 ============= ============== ============== (1) Cash equivalents include amounts due from banks and short-term loans to commercial banks with original terms to maturity of less than three months. (2) Includes FHLB-NY stock. (3) Debt and equity and mortgage-backed securities are shown including the average market value appreciation of $15.8 million and $13.5 million, before tax, from SFAS 115 for the three months ended December 31, 1996 and 1995, respectively. (4) In computing the volume and rate components of net interest income for loans, non-performing loans and loans held for sale have been included. LONG ISLAND BANCORP, INC. AND SUBSIDIARY FINANCIAL HIGHLIGHTS AT OR FOR THE THREE MONTHS ENDED DECEMBER 31, ---------------------------------- 1996 1995 -------------- --------------- Selected Financial Ratios: (a) Return on average assets 0.87% 0.95% Return on average stockholders' equity 9.10 8.85 Average stockholders' equity to average assets 9.52 10.75 Stockholders' equity to total assets 9.13 10.81 Interest rate spread during period 2.80 2.96 Net interest margin 3.09 3.32 Operating expenses to average assets 1.98 2.11 Efficiency ratio (b) 57.44 57.80 Average interest-earning assets to average interest-bearing liabilities 107.62 109.19 Net interest income to operating expenses 1.47x 1.49x Selected Data: Primary earnings per share $0.50 $0.47 Weighted average number of shares outstanding for primary earnings per share computation 23,775,402 24,655,050 Fully diluted earnings per share $0.50 $0.47 Weighted average number of shares outstanding for fully diluted earnings per share 23,849,372 24,716,796 computation Book value per share $21.49 $20.87 Number of shares outstanding for book value per share computation 24,458,346 25,552,573 Cash dividends declared per share $0.15 $0.10 Dividend payout ratio 30.00% 21.28% AT DECEMBER 31, ---------------------------- 1996 1995 ------------ ----------- ASSET QUALITY RATIOS: Non-performing loans to total gross loans 1.53% 2.51% Non-performing assets to total assets 1.08 1.29 Allowance for possible loan losses to non-performing loans 63.64 62.15 REGULATORY CAPITAL AT DECEMBER 31, 1996 FOR THE LONG ISLAND SAVINGS BANK, FSB: REGULATORY REGULATORY EXCESS CAPITAL CAPITAL CAPITAL REQUIREMENT LEVEL LEVEL ----------- ----- ----- AMOUNT PERCENT (C) AMOUNT PERCENT (C) AMOUNT PERCENT (C) ------ ----------- ------ ----------- ------ ----------- (DOLLARS IN THOUSANDS) Tangible capital (d) $ 85,520 1.50% $410,387 7.20% $324,867 5.70% Core capital (d) 171,039 3.00 410,387 7.20 239,348 4.20 Risk-based capital (e) 234,563 8.00 443,875 15.14 209,312 7.14 (a) Ratios for the three months ended December 31, 1996 and 1995 were calculated on an annualized basis. (b) Amount is determined by dividing total general and administrative expense by net interest income (before the provision for possible loan losses) plus total fee income. (c) Tangible and core capital levels are shown as a percentage of total adjusted assets, as computed based on regulatory guidelines. Risk-based capital levels are shown as a percentage of risk-weighted assets. (d) This figure represents GAAP capital excluding the effect of SFAS 115, goodwill and a portion of mortgage servicing rights. (e) The difference between GAAP capital and regulatory risk-based capital represents the exclusion of the effect of SFAS 115, goodwill, a portion of mortgage servicing rights and an addition for the allowance for possible loan losses. Allowance for Possible Loan Losses The following is a summary of the Company's provisions and allowance for possible loan losses: Three Months Ended December 31, ------------------------------ 1996 1995 ------------ ------------- (In thousands) Opening allowance............................. $33,912 $34,358 Provision..................................... 1,500 1,600 Net charge-offs.............................. (1,924) (1,658) ------------- ------------ Ending allowance.............................. $33,488 $34,300 ============= ============ Non-Performing Assets Loans are considered non-performing if they are in foreclosure and/or are 90 or more days delinquent (excluding those restructured loans that have been returned to performing status after developing a satisfactory payment history, generally six months). Loans, other than education loans, accrue interest until considered doubtful of collection by management, but in no case beyond 90 days delinquent. Consumer loans (other than education loans) are generally written off upon becoming 120 days delinquent in the case of installment loans and 180 days in the case of revolving credit lines. Delinquent interest on education loans continues to accrue, however, since these loans are backed by a government agency guarantee and all interest and principal is ultimately expected to be received. Once management reaches a decision to place a loan on non-accrual status, all delinquent previously accrued interest on such loan is reversed against previously recorded income. The level of non-performing residential property loans is also affected by the Company's loan restructuring activities. Where borrowers have encountered hardship, but are able to demonstrate to the Company's satisfaction an ability and willingness to resume regular monthly payments, the Company seeks to provide them with an opportunity to restructure their loans. Where successful, these restructurings avoid the cost of completing the foreclosure process, as well as any losses on acquisition of the properties and the costs of maintaining and disposing of real estate owned. Once restructured residential loans comply with the terms of their restructure agreement for a satisfactory period (generally six months), the Company returns such loans to performing status. The following table sets forth information regarding the components of non-performing assets for the periods indicated. Restructured loans that have not yet demonstrated a sufficient payment history to warrant a return to performing status are included with non-performing loans. December 31, September 30, 1996 1996 ------------------- --------------------- (Dollars in thousands) Non-performing loans (1): Residential: One-to-four family.................................................... $40,818 $39,573 Co-operative apartments............................................... 859 602 Home equity........................................................... 2,542 3,489 Second mortgage....................................................... 187 190 Multi-family.......................................................... 617 896 ------- ------- Total residential .................................................. 45,023 44,750 Non-residential: Commercial real estate................................................ 4,040 4,336 Construction.......................................................... 453 453 Land.................................................................. 675 675 ------- ------- Total real estate loans (2)................................................ 50,191 50,214 Other loans (3)............................................................ 2,426 2,952 ------- ------- Total non-performing loans................................................. 52,617 53,166 Real estate owned net (4).................................................. 9,340 8,155 ------- ------- Total non-performing assets................................................ $61,957 $61,321 ======= ======= Non-performing loans to total gross loans.................................. 1.53% 1.70% Non-performing assets to total assets...................................... 1.08 1.14 Non-performing assets to total stockholders' equity and allowance for possible loan 11.08 11.09 losses........................................... Allowance for possible loan losses to non-performing loans................. 63.64 63.79 Allowance for possible loan losses to total gross loans............... 0.97 1.08 (1) All non-performing loans are in non-accrual status. There are no loans 90 days or more past due and still accruing interest(other than education loans which are guaranteed). (2) Includes loans considered impaired in accordance with SFAS 114 in the amount of $7.0 million and $7.4 million at December 31, 1996 and September 30, 1996,respectively, for which there is a related allowance for possible loan losses. (3) Includes commercial loans considered impaired in accordance with SFAS 114 in the amount of $0.3 million at both December 31, 1996 and September 30, 1996,respectively, for which there is a related allowance for possible loan losses. (4) Included in Investment in real estate on the Consolidated Statements of Financial Condition. Interest Sensitive Gap Analysis The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at December 31, 1996, which are anticipated by the Company, based upon certain assumptions, to reprice or mature in each of the future time periods shown. Except as stated below, the amounts of assets and liabilities shown to reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual terms of the asset or liability. Prepayment assumptions ranging from 0% to 15% per year were applied, dependent upon the loan type and coupon. Run-off rate assumptions for passbook savings, statement savings, NOW and money market accounts, in the one year or less category, were 51%, 51%, 40% and 100% respectively, rather than the OTS assumptions which, in the one year or less period, are 17%, 17%, 37% and 79%, respectively. These withdrawal rates and prepayment assumptions are based on assumptions and analyses prepared internally and are used in preparing the Regulatory Thrift Bulletin-13 Report and the quarterly management reports. These assumptions were used rather than the assumptions published by the OTS because management believes they are more indicative of the actual prepayments and withdrawals experienced by the Company. The assumptions do not reflect any increases or decreases in interest rates paid on various categories of deposits (whether by the Company or in general) since December 31, 1996. INTEREST RATE SENSITIVITY GAP ANALYSIS AT DECEMBER 31, 1996 ------------------------------------------------------------------------------------------------ MORE THAN MORE THAN MORE THAN MORE THAN 3 MONTHS 3 MONTHS 6 MONTHS 1 YEAR 3 YEARS MORE THAN OR LESS TO 6 MONTHS TO 1 YEAR TO 3 YEARS TO 5 YEARS 5 YEARS TOTAL ----------- ----------- ---------- ------------ ----------- ----------- --------------- (DOLLARS IN THOUSANDS) Interest-earning assets(1): Real estate loans (2) $ 223,481 $ 414,005 $ 740,105 $1,231,434 $ 288,450 $ 351,021 $ 3,248,496 Commercial loans (2) 7,217 --- --- --- 115 --- 7,332 Other loans (2) 65,048 3,222 6,379 22,827 16,212 34,123 147,811 Mortgage-backed 335,680 313,068 528,057 426,359 71,439 49,818 1,724,421 securities (3) Interest-earning cash 110,429 --- --- --- --- --- 110,429 equivalents Debt and equity 33,278 5,182 33,006 15,074 1,410 77,779 165,729 securities (3) Stock in FHLB-NY --- --- --- --- --- 40,754 40,754 ---------- ---------- ---------- ---------- --------- ---------- --------------- Total interest-earning 775,133 735,477 1,307,547 1,695,694 377,626 553,495 5,444,972 assets Interest-bearing liabilities: Passbook accounts 121,229 96,660 114,948 105,692 101,288 110,783 650,600 Statement savings 120,508 95,968 114,126 104,928 100,556 109,993 646,079 accounts NOW accounts 37,611 4,830 9,660 38,640 37,030 1,637 129,408 Checking & demand deposit accounts 2,813 1,205 2,410 --- --- --- 6,428 Money market accounts 81,932 15,364 30,728 --- --- --- 128,024 Certificate accounts 505,983 424,865 430,801 358,067 240,662 22,776 1,983,154 Borrowings 349,550 150,000 160,400 741,000 --- --- 1,240,550 ----------- ---------- ---------- -------- --------- ------------ --------------- Total interest-bearing 1,219,626 788,892 863,073 1,348,327 479,536 245,189 4,784,243 liabilities ---------- ---------- ---------- --------- --------- ------------ --------------- Interest sensitivity gap per $ (444,493) $ (53,415) $ 444,474 $ 347,367 $ (101,910) $ 308,306 $ 660,729 period =========== ========== ========== ========= ========= ============ =============== Cumulative interest $ (444,493) $ (497,908) $ (53,434) $ 293,933 $ 192,023 $ 500,329 sensitivity gap =========== ========== ========== ========= ========= ============ Cumulative interest sensitivity gap as a percentage of total (7.72) % (8.65) % (0.93) % 5.10 % 3.33 % 8.69 % assets (4) Cumulative net interest- earning assets as a percentage of net interest-bearing 63.55 75.21 98.14 106.97 104.09 110.12 liabilities - ------------------ (1) Excludes non-performing loans, net of unearned discounts and premiums, deferred loan fees, purchase accounting discounts and premiums. (2) For purposes of gap analysis, the allowance for possible loan losses is excluded. (3) Mortgage-backed and debt and equity securities are shown excluding the market value appreciation of $15.7 million, before tax, resulting from SFAS 115. (4) Amounts for fixed rate loans are based on scheduled payment dates and loans for which there is no amortization schedule are included as three months or less. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits - The following exhibit is filed as part of this report: Regulation S-K Exhibit Reference Number 11. Statement re: Computation of Per Share Earnings (In thousands, except per share data) Three Months Ended December 31, ------------------------------- 1996 1995 --------------- ------------ Net Income $ 11,934 $ 11,621 =============== ============ Total weighted average common shares and equivalents outstanding 23,775 24,655 =============== ============ Primary earnings per common share $ 0.50 $ 0.47 =============== ============ Total shares for fully dilutive earnings per 23,849 24,717 share =============== ============ Fully diluted earnings per common share $ 0.50 $ 0.47 =============== ============ (b) Reports on Form 8-K On October 22, 1996 and December 19, 1996, the Company filed with the SEC Current Reports on Form 8-K which contained press releases. The October press release announced the Company's earnings for the three months ended September 30, 1996. The December press release announced the declaration of the Company's ninth consecutive quarterly dividend. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Long Island Bancorp, Inc. Dated: By: /s/John J. Conefry, Jr. ---------- ---------------------- John J. Conefry, Jr. Chairman of the Board and Chief Executive Officer Dated: By: /s/Mark Fuster ----------- ------------------- Mark Fuster Chief Financial Officer