1
Exhibit 13
FINANCIAL INFORMATION
Consolidated Financial Statements 14
Consolidated Statements of Condition 19
Notes to Consolidated Financial Statements 20
Independent Auditors' Report 44
Management's Discussion and Analysis of
Financial Condition and Results of Operations 45
2
Sterling Bancorp and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------------------
Assets
Cash and due from banks $ 35,505,342 $ 43,311,268
Interest-bearing deposits with other banks 515,000 515,000
Securities available for sale (at estimated market value) 162,463,715 145,060,902
Securities held to maturity (estimated market value $286,220,249 and
$185,425,123, respectively) 294,938,717 184,745,325
-----------------------------------
Total investment securities 457,402,432 329,806,227
-----------------------------------
Loans, net of unearned discounts 689,096,080 640,206,308
Less allowance for possible loan losses 11,116,848 10,156,077
-----------------------------------
Loans, net 677,979,232 630,050,231
-----------------------------------
Customers' liability under acceptances 3,888,140 609,431
Excess cost over equity in net assets of the banking subsidiary 21,158,440 21,158,440
Premises and equipment, net 5,847,842 6,294,654
Accrued interest receivable 4,541,954 3,991,914
Other real estate owned 358,175 1,044,509
Other assets 11,690,695 7,663,541
-----------------------------------
$ 1,218,887,252 $ 1,044,445,215
===================================
Liabilities and Shareholders' Equity
Noninterest-bearing deposits $ 291,807,803 $ 329,020,287
Interest-bearing deposits 570,712,149 373,782,181
-----------------------------------
Total deposits 862,519,952 702,802,468
Federal funds purchased and securities sold under agreements to repurchase 118,238,418 99,429,027
Commercial paper 40,319,200 41,529,300
Other short-term borrowings 10,993,363 12,771,325
Acceptances outstanding 3,888,140 609,431
Due to factoring clients 37,933,948 32,074,004
Accrued expenses and other liabilities 18,704,104 11,678,336
Other long-term borrowings--FHLB 21,050,000 41,400,000
-----------------------------------
Total liabilities 1,113,647,125 942,293,891
-----------------------------------
Commitments and contingent liabilities
Shareholders' Equity
Preferred stock, $5 par value 2,443,430 2,463,890
Common stock, $1 par value. Authorized 20,000,000 shares;
issued 8,723,051 and 8,310,284 shares, respectively 8,723,051 8,310,284
Capital surplus 51,911,883 45,287,315
Retained earnings 52,360,024 48,817,648
Accumulated other comprehensive income:
Net unrealized (depreciation) appreciation on securities available for sale,
net of tax (2,634,509) 538,840
-----------------------------------
112,803,879 105,417,977
Less
Common stock in treasury at cost, 357,993 and 101,693 shares, respectively 6,515,522 1,592,690
Unearned compensation 1,048,230 1,673,963
-----------------------------------
Total shareholders' equity 105,240,127 102,151,324
-----------------------------------
$ 1,218,887,252 $ 1,044,445,215
===================================
See Notes to Consolidated Financial Statements.
14
3
Sterling Bancorp and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1999 1998 1997
- ------------------------------------------------------------------------------------------------------
Interest Income
Loans $55,554,212 $52,216,562 $46,783,503
Deposits with other banks 227,940 132,352 225,051
Investment securities
Available for sale 8,375,949 7,562,173 4,543,430
Held to maturity 15,073,036 13,485,747 15,903,348
Federal funds sold 555,774 564,622 370,741
-----------------------------------------
Total interest income 79,786,911 73,961,456 67,826,073
-----------------------------------------
Interest Expense
Deposits 16,705,744 16,106,218 14,943,623
Federal funds purchased and securities sold
under agreements to repurchase 5,021,305 4,002,161 4,480,085
Commercial paper 1,780,107 1,719,857 1,298,916
Other short-term borrowings 766,138 921,076 656,570
Long-term convertible subordinated debentures -- -- 250,060
Other long-term borrowings--FHLB 2,051,600 1,774,228 624,939
-----------------------------------------
Total interest expense 26,324,894 24,523,540 22,254,193
-----------------------------------------
Net interest income 53,462,017 49,437,916 45,571,880
Provision for loan losses 5,583,800 5,389,000 3,075,000
-----------------------------------------
Net interest income after provision for loan losses 47,878,217 44,048,916 42,496,880
-----------------------------------------
Noninterest Income
Factoring income 4,816,088 4,481,711 4,456,355
Mortgage banking income 5,382,766 4,650,353 3,341,093
Service charges on deposit accounts 3,100,990 3,194,510 2,049,839
Trade finance income 2,242,770 1,976,757 1,553,048
Trust fees 890,493 858,934 659,314
Other service charges and fees 1,387,348 939,636 847,392
Net securities gains -- 86,291 --
Other income 123,945 260,149 64,888
-----------------------------------------
Total noninterest income 17,944,400 16,448,341 12,971,929
-----------------------------------------
Noninterest Expenses
Salaries 20,120,568 18,114,084 17,151,370
Employee benefits 3,950,572 3,671,487 3,401,063
-----------------------------------------
Total personnel expense 24,071,140 21,785,571 20,552,433
Occupancy expense, net 3,459,987 3,321,081 3,084,946
Equipment expense 2,622,960 2,455,347 2,389,691
Other expenses 11,428,560 10,735,564 9,679,249
-----------------------------------------
Total noninterest expenses 41,582,647 38,297,563 35,706,319
-----------------------------------------
Income before income taxes 24,239,970 22,199,694 19,762,490
Provision for income taxes 9,676,018 9,403,151 8,874,087
-----------------------------------------
Net income $14,563,952 $12,796,543 $10,888,403
=========================================
Average number of common shares outstanding
Basic 8,485,017 8,639,857 8,272,874
Diluted 8,849,239 9,125,088 9,001,400
Earnings per average common share
Basic $ 1.71 $ 1.48 $ 1.31
Diluted 1.64 1.40 1.22
Dividends per common share .50 .43 .37
See Notes to Consolidated Financial Statements.
15
4
Sterling Bancorp and Subsidiaries
CONSOLIDATED STATEMENTS OF
OTHER COMPREHENSIVE INCOME
Years Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------
Net income $ 14,563,952 $ 12,796,543 $ 10,888,403
Other comprehensive income, net of tax:
Unrealized (losses)/gains on securities:
Unrealized holding (losses)/gains arising during the period (3,173,349) 388,150 107,373
Less: reclassification adjustment for gains
included in net income -- (46,684) --
----------------------------------------------
Comprehensive income, net of tax $ 11,390,603 $ 13,138,009 $ 10,995,776
==============================================
See Notes to Consolidated Financial Statements.
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5
Sterling Bancorp and Subsidiaries
CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------
Preferred Stock
Balance at beginning of year $ 2,463,890 $ 2,486,730 $ 2,506,600
Conversions of Series B and Series D shares (20,460) (22,840) (19,870)
-------------------------------------------------
Balance at end of year $ 2,443,430 $ 2,463,890 $ 2,486,730
=================================================
Common Stock
Balance at beginning of year $ 8,310,284 $ 8,262,500 $ 7,725,533
Conversions of subordinated debentures -- -- 519,480
Conversions of preferred shares into common shares 2,046 2,284 1,987
Options exercised 12,500 45,500 15,500
Common shares issued in connection with stock dividend 398,221 -- --
-------------------------------------------------
Balance at end of year $ 8,723,051 $ 8,310,284 $ 8,262,500
=================================================
Capital Surplus
Balance at beginning of year $ 45,287,315 $ 44,775,759 $ 38,619,434
Conversions of subordinated debentures -- -- 5,975,019
Conversions of preferred shares into common shares 18,414 20,556 17,883
Options exercised 135,063 491,000 169,250
Common shares issued in connection with stock dividend 6,471,091 -- --
Forfeiture of shares issued under incentive compensation plan -- -- (5,827)
-------------------------------------------------
Balance at end of year $ 51,911,883 $ 45,287,315 $ 44,775,759
=================================================
Retained Earnings
Balance at beginning of year $ 48,817,648 $ 39,590,806 $ 31,648,806
Net income 14,563,952 12,796,543 10,888,403
Cash dividends paid--common shares (4,074,846) (3,515,636) (2,900,466)
--preferred shares (65,711) (54,065) (45,937)
Stock dividend paid--common shares (6,869,312) -- --
--cash in lieu (11,707) -- --
-------------------------------------------------
Balance at end of year $ 52,360,024 $ 48,817,648 $ 39,590,806
=================================================
Accumulated Other Comprehensive Income, Net
Balance at beginning of year $ 538,840 $ 197,374 $ 90,001
-------------------------------------------------
Unrealized holding gains/(losses) arising during the period:
Before tax (5,865,712) 717,461 197,779
Tax effect 2,692,363 (329,311) (90,406)
-------------------------------------------------
Net of tax (3,173,349) 388,150 107,373
-------------------------------------------------
Reclassification adjustment for gains included in net income
Before tax -- (86,291) --
Tax effect -- 39,607 --
-------------------------------------------------
Net of tax -- (46,684) --
-------------------------------------------------
Balance at end of year $ (2,634,509) $ 538,840 $ 197,374
=================================================
Treasury Stock
Balance at beginning of year $ (1,592,690) $ (441,257) $ (418,959)
Purchase of common shares (4,922,832) (1,151,433) --
Forfeiture of shares issued under incentive compensation plan -- -- (22,298)
-------------------------------------------------
Balance at end of year $ (6,515,522) $ (1,592,690) $ (441,257)
=================================================
Unearned Compensation
Balance at beginning of year $ (1,673,963) $ (2,249,346) $ (2,993,980)
Forfeiture of shares issued under incentive compensation plan -- -- 28,125
Amortization of unearned compensation 625,733 575,383 716,509
-------------------------------------------------
Balance at end of year $ (1,048,230) $ (1,673,963) $ (2,249,346)
=================================================
Total Shareholders' Equity
Balance at beginning of year $ 102,151,324 $ 92,622,566 $ 77,177,435
Net changes during the year 3,088,803 9,528,758 15,445,131
-------------------------------------------------
Balance at end of year $ 105,240,127 $ 102,151,324 $ 92,622,566
=================================================
See Notes to Consolidated Financial Statements.
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6
Sterling Bancorp and Subsidiaries
CONSOLIDATED STATEMENTS OF
CASH FLOWS
Years Ended December 31, 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
Operating Activities
Net income $ 14,563,952 $ 12,796,543 $ 10,888,403
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 5,583,800 5,389,000 3,075,000
Depreciation and amortization of premises and equipment 1,890,313 1,686,199 1,465,620
Deferred income tax provision (benefit) 15,080 (454,107) (854,612)
Net change in loans held for sale 9,123,907 (12,714,005) (3,846,158)
Net securities gains -- (86,291) --
Amortization of unearned compensation 625,733 575,383 716,509
Amortization of premiums on investment securities 1,840,417 2,107,863 1,357,973
Accretion of discounts on investment securities (892,117) (637,104) (150,942)
(Increase) Decrease in accrued interest receivable (550,040) 155,094 110,134
Increase in due to factoring clients 5,859,944 1,275,394 7,658,106
Increase (Decrease) in accrued expenses and other liabilities 7,025,768 117,886 (2,015,388)
Other, net (5,972,899) (3,767,727) (2,505,835)
-------------------------------------------------
Net cash provided by operating activities 39,113,858 6,444,128 15,898,810
-------------------------------------------------
Investing Activities
Purchase of premises and equipment (1,443,501) (650,791) (3,286,942)
Net decrease in interest-bearing deposits with other banks -- 2,495,000 --
Decrease in Federal funds sold -- -- 3,000,000
Net increase in loans (58,013,679) (69,010,458) (89,119,131)
Decrease (Increase) in other real estate owned 686,334 (299,073) (364,336)
Proceeds from prepayments, redemptions or maturities
of securities--held to maturity 60,065,989 69,459,395 39,933,896
Purchases of securities--held to maturity (171,671,423) (19,853,914) (50,284,272)
Proceeds from sale of securities--available for sale -- 14,965,434 --
Proceeds from prepayments, redemptions or maturities--
available for sale 153,664,553 340,067,757 30,680,545
Purchases of securities--available for sale (176,469,337) (350,247,181) (101,959,442)
-------------------------------------------------
Net cash used in investing activities (193,181,064) (13,073,831) (171,399,682)
-------------------------------------------------
Financing Activities
Net (decrease) increase in noninterest-bearing deposits (37,212,484) 16,558,798 82,484,706
Net increase (decrease) in interest-bearing deposits 196,929,968 (45,164,310) 74,500,913
Net increase (decrease) in securities sold under agreements
to repurchase 47,809,391 (16,323,519) 608,146
Net (decrease) increase in commercial paper and
other short-term borrowings (2,988,062) 10,338,773 (19,027,839)
(Decrease) Increase in other long-term borrowings--FHLB (20,350,000) 39,650,000 (12,750,000)
(Decrease) Increase in Federal funds purchased (29,000,000) 9,000,000 18,000,000
Purchase of treasury shares (4,922,832) (1,151,433) --
Proceeds from exercise of stock options 147,563 536,500 184,750
Cash dividends paid on preferred and common shares (4,140,557) (3,569,701) (2,946,403)
Cash paid in lieu of fractional shares in connection with stock dividend (11,707) -- --
-------------------------------------------------
Net cash provided by financing activities 146,261,280 9,875,108 141,054,273
-------------------------------------------------
Net (decrease) increase in cash and due from banks (7,805,926) 3,245,405 (14,446,599)
Cash and due from banks--beginning of year 43,311,268 40,065,863 54,512,462
-------------------------------------------------
Cash and due from banks--end of year $ 35,505,342 $ 43,311,268 $ 40,065,863
=================================================
Supplemental disclosure of non-cash financing activities:
Debenture and preferred stock conversions $ 20,460 $ 22,840 $ 6,408,870
Forfeiture of treasury shares -- -- (22,298)
Issuance of common stock 398,221 -- --
Supplemental disclosure of cash flow information:
Interest paid 25,298,166 25,256,440 23,607,904
Income taxes paid 8,573,024 7,487,552 9,793,000
See Notes to Consolidated Financial Statements.
18
7
Sterling National Bank
CONSOLIDATED STATEMENTS OF CONDITION
December 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------------
Assets
Cash and due from banks $ 35,344,570 $ 43,215,888
Interest-bearing deposits with other banks 515,000 515,000
Securities available for sale (at estimated market value) 162,409,401 145,000,334
Securities held to maturity (estimated market value $286,220,249 and
$185,425,123, respectively) 294,938,717 184,745,325
-----------------------------------
Total investment securities 457,348,118 329,745,659
-----------------------------------
Loans, net of unearned discounts 649,554,159 591,076,395
Less allowance for loan losses 8,944,702 7,861,384
-----------------------------------
Loans, net 640,609,457 583,215,011
-----------------------------------
Receivables from affiliates 660,570 669,394
Customers' liability under acceptances 3,888,140 609,431
Premises and equipment, net 5,762,846 6,157,011
Accrued interest receivable 4,564,403 3,978,189
Other real estate owned 358,175 1,044,509
Other assets 10,470,419 6,570,141
-----------------------------------
$ 1,159,521,698 $ 975,720,233
===================================
Liabilities and Shareholders' Equity
Noninterest-bearing deposits $ 299,716,917 $ 330,441,058
Interest-bearing deposits 589,699,315 382,382,957
-----------------------------------
Total deposits 889,416,232 712,824,015
Federal funds purchased and securities sold under agreements to repurchase 118,238,418 99,429,027
Other short-term borrowings 10,993,363 12,771,325
Due to affiliates 1,029,467 906,438
Acceptances outstanding 3,888,140 609,431
Due to factoring clients 37,933,948 32,074,004
Accrued expenses and other liabilities 13,577,702 11,058,871
Long-term borrowings--FHLB 21,050,000 41,400,000
-----------------------------------
Total liabilities 1,096,127,270 911,073,111
-----------------------------------
Commitments and contingent liabilities
Shareholders' Equity
Common stock, $50 par value
Authorized and issued, 358,526 shares 17,926,300 17,926,300
Surplus 19,762,560 19,762,560
Undivided profits 28,345,418 26,428,146
Accumulated other comprehensive income:
Net unrealized (depreciation) appreciation on securities
available for sale, net of tax (2,639,850) 530,116
-----------------------------------
Total shareholders' equity 63,394,428 64,647,122
-----------------------------------
$ 1,159,521,698 $ 975,720,233
===================================
See Notes to Consolidated Financial Statements.
19
8
Sterling Bancorp and Subsidiaries
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sterling Bancorp ("the parent company") is a bank holding company, as defined by
the Bank Holding Company Act of 1956, as amended. Throughout the notes, the term
"the Company" refers to Sterling Bancorp and its subsidiaries. The Sterling
companies provide a full range of products and services, including business and
consumer loans, commercial and residential mortgage lending and brokerage,
asset-based financing, accounts receivable management, trade financing, leasing,
trust and estate administration and investment management services. Sterling has
operations in New York and Virginia and conducts business throughout the United
States.
The following summarizes the significant accounting policies of Sterling
Bancorp and its subsidiaries.
Principles of Consolidation
The consolidated financial statements include the accounts of the parent company
and its subsidiaries, principally Sterling National Bank ("the bank"), after
elimination of material intercompany transactions.
General Accounting Policies
The Company follows generally accepted accounting principles and prevailing
practices within the banking industry. Any preparation of financial statements
requires management to make assumptions and estimates that impact the amounts
reported in those statements and are, by their nature, subject to change in the
future as additional information becomes available or as circumstances vary.
Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the current presentation.
Investment Securities
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," securities
are designated as available for sale or held to maturity at the time of
acquisition. Securities which the Company will hold for indefinite periods of
time and which might be sold in the future as part of efforts to manage interest
rate risk or in response to changes in interest rates, changes in prepayment
risk, changes in market conditions or changes in economic factors, are
classified as available for sale and carried at estimated market values. Net
aggregate unrealized gains or losses are included in a valuation allowance
account and are reported, net of taxes, as a component of shareholders' equity.
Securities which the Company has the positive intent and ability to hold to
maturity are designated as held to maturity and are carried at amortized cost,
adjusted for amortization of premiums and accretion of discounts over the period
to maturity. Interest and dividends on securities are reported in interest
income. Gains and losses realized on sales of securities are determined on the
specific identification method and are reported in noninterest income as net
securities gains.
Loans
Loans, other than those held for sale, are reported at their principal amount
outstanding, net of unearned discounts and unamortized nonrefundable fees and
direct costs associated with their origination or acquisition. Interest earned
on loans without discounts is credited to income based on loan principal amounts
outstanding at appropriate interest rates. Material origination fees net of
direct costs and discounts on loans are credited to income over the terms of the
loans using a method which results in an approximate level rate of return.
Mortgage loans held for sale, including deferred fees and costs, are
reported at the lower of cost or market value as determined by outstanding
commitments from investors or current investor yield requirements calculated on
the aggregate loan basis. Gains or losses resulting from sales of mortgage
loans, net of unamortized deferred fees and costs, are recognized when the
proceeds are received from investors and are included under the caption
"Mortgage banking income."
Nonaccrual loans are those on which the accrual of interest has ceased.
Loans, including loans that are individually identified as being impaired under
SFAS No. 114, are generally placed on nonaccrual status immediately if, in the
opinion of management, principal or interest is not likely to be paid in
accordance with the terms of the loan agreement, or when principal or interest
is past due 90 days or more and collateral, if any, is insufficient to cover
principal and interest. Interest accrued but not collected at the date a loan is
placed on nonaccrual status is reversed against interest income. Interest income
is recognized on nonaccrual loans only to the extent received in cash. However,
where there is doubt regarding the ultimate collectibility of the loan
principal, cash receipts, whether designated as principal or interest, are
thereafter
20
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applied to reduce the carrying value of the loan. Loans are restored to accrual
status only when interest and principal payments are brought current and future
payments are reasonably assured.
Allowance for Loan Losses
The allowance for loan losses, which is available for losses incurred in the
loan portfolio, is increased by a provision charged to expense and decreased by
charge-offs, net of recoveries.
SFAS No. 114 and No. 118 address the accounting for impairment of certain
loans when it is probable that all amounts due pursuant to the contractual terms
of the loan will not be collected. Under the provisions of these standards,
individually identified impaired loans are measured based on the present value
of payments expected to be received, using the historical effective loan rate as
the discount rate. Alternatively, measurement may also be based on observable
market prices; or, for loans that are solely dependent on the collateral for
repayment, measurement may be based on the fair value of the collateral. Loans
that are to be foreclosed are measured based on the fair value of the
collateral. If the recorded investment in the impaired loan exceeds fair value,
a valuation allowance is required as a component of the allowance for loan
losses. Changes to the valuation allowance are recorded as a component of the
provision for loan losses.
The adequacy of the allowance for loan losses is reviewed regularly by
management. Additions to the allowance for loan losses are made by a provision
charged to the expense. On a quarterly basis, a comprehensive review of the
adequacy of the allowance for loan losses is performed. This assessment is made
in the context of historical losses and other factors, including changes in the
composition and volume of the loan portfolio, current economic conditions and
the relationship of the allowance to the loan portfolio.
Excess Cost Over Equity in Net Assets of the Banking Subsidiary
The Company follows the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
This statement establishes accounting standards for determining and measuring
the impairment of certain assets, including excess cost over equity in net
assets. Since the bank was acquired by the parent company prior to October 31,
1970 and the excess cost over equity in net assets has a continuing value, this
excess is not being amortized.
Premises and Equipment
Premises and equipment, excluding land, are stated at cost less accumulated
depreciation and amortization. Land is reported at cost. Depreciation is
computed on a straight-line basis and is charged to noninterest expense over the
estimated useful lives of the related assets. Amortization of leasehold
improvements is charged to noninterest expense over the terms of the respective
leases or the estimated useful lives of the improvements, whichever is shorter.
Maintenance, repairs and minor improvements are charged to noninterest expenses
as incurred.
Income Taxes
The Company follows the provisions of SFAS No. 109, "Accounting for Income
Taxes," which requires the asset and liability method of accounting for income
taxes. Deferred income tax expense (benefit) is determined by recognizing
deferred tax assets and liabilities for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. The realization of
deferred tax assets is assessed and a valuation allowance is provided for that
portion of the assets for which it is more likely than not that it will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates and will be adjusted for the effects of future changes in tax laws or
rates, if any.
For income tax purposes, the Company files: a consolidated Federal income
tax return; combined New York City and New York State income tax returns; and
separate state income tax returns for its out-of-state subsidiaries. The parent
company either pays or collects on account of current income taxes to or from
its subsidiaries.
Statements of Cash Flows
For purposes of reporting cash flows, cash and cash equivalents include cash and
due from banks.
Stock Incentive Plans
The Company follows the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," which permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of Accounting Principles Board ("APB") Opinion No. 25 and provide pro
forma net income and pro forma earnings per share disclosures for employee stock
options grants made in 1995 and future years as if the fair-value based
21
10
method defined in SFAS No. 123 had been applied. The Company has elected to
continue to apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.
Earnings Per Average Common Share
The Company follows the provisions of SFAS No. 128, "Earnings per Share," which
require the presentation of basic earnings per share and, for entities with
complex capital structures, diluted earnings per share. Basic earnings per share
is computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the Company.
The Board announced on November 18, 1999, the declaration of a 5% stock
dividend payable on December 14, 1999 to shareholders of record on that date.
Fractional shares were cashed-out and payments were made to shareholders in lieu
of fractional shares. The basic and diluted average number of shares outstanding
and earnings per share information for all prior reporting periods have been
restated to reflect the effect of the stock dividend.
Off-Balance Sheet Instruments
The Company enters into interest rate floor contracts primarily to manage
interest rate exposure. These instruments are entered into as hedges against
interest rate risk associated with certain identified assets. The premiums paid
for these instruments are amortized to interest income over the term of the
related asset. Amounts receivable are accounted for on an accrual basis and are
recognized as adjustments to the interest income of the related assets.
NOTE 2. CASH AND DUE FROM BANKS
The bank is required to maintain average reserves, net of vault cash, on deposit
with the Federal Reserve Bank of New York against outstanding domestic deposit
liabilities. The required reserves, which are reported in cash and due from
banks, were $5,816,000 and $2,786,000 at December 31, 1999 and 1998,
respectively. Average required reserves during 1999 and 1998 were $4,912,000 and
$6,914,000, respectively.
NOTE 3. MONEY MARKET INVESTMENTS
The Company's money market investments include interest-bearing deposits with
other banks and Federal funds sold. The following table presents information
regarding money market investments.
Years Ended December 31, 1999 1998 1997
- -------------------------------------------------------------------------------------------------------
Interest-bearing deposits with other banks
At December 31 --Balance $ 515,000 $ 515,000 $ 3,010,000
--Average interest rate 4.07% 3.59% 5.53%
--Average original maturity 173 Days 182 Days 176 Days
During the year --Maximum month-end balance 715,000 2,880,000 7,010,000
--Daily average balance 528,000 1,070,000 3,285,000
--Average interest rate earned 5.36% 5.03% 5.68%
--Range of interest rates earned 2.00-5.50% 1.00-5.30% 5.38-6.25%
===============================================
Federal funds sold
At December 31 --Balance $ -- $ -- $ --
--Average interest rate -- -- --
--Average original maturity -- -- --
During the year --Maximum month-end balance 15,000,000 31,000,000 25,000,000
--Daily average balance 11,049,000 10,356,000 6,718,000
--Average interest rate earned 4.96% 5.45% 5.52%
--Range of interest rates earned 3.50-5.75% 4.25-5.85% 5.06-5.88%
===============================================
22
11
NOTE 4. INVESTMENT SECURITIES
The amortized cost and estimated market value of securities available for sale
are as follows:
Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1999 Cost Gains Losses Value
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities $ 24,854,055 $ -- $ 7,180 $ 24,846,875
Obligations of U.S. government corporations and agencies--
mortgage-backed securities 102,458,468 23,637 4,080,894 98,401,211
Obligations of state and political institutions 28,048,753 10,660 825,798 27,233,615
Other debt securities 5,000,000 -- -- 5,000,000
Federal Reserve Bank and other equity securities 6,972,142 10,651 779 6,982,014
- ----------------------------------------------------------------------------------------------------------------------------------
Total $167,333,418 $ 44,948 $ 4,914,651 $162,463,715
==================================================================================================================================
December 31, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities $ 19,735,251 $ -- $ 4,001 $ 19,731,250
Obligations of U.S. government corporations and agencies--
mortgage-backed securities 84,784,200 673,175 135,970 85,321,405
Obligations of state and political institutions 18,770,310 454,857 8,180 19,216,987
Other debt securities 13,993,442 -- -- 13,993,442
Federal Reserve Bank and other equity securities 6,781,691 16,916 789 6,797,818
- ----------------------------------------------------------------------------------------------------------------------------------
Total $144,064,894 $ 1,144,948 $ 148,940 $145,060,902
==================================================================================================================================
The carrying value and estimated market value of securities held to
maturity are as follows:
Gross Gross Estimated
Carrying Unrealized Unrealized Market
December 31, 1999 Value Gains Losses Value
- ----------------------------------------------------------------------------------------------------------------------------------
Obligations of U.S. government corporations and agencies--
mortgage-backed securities $292,938,717 $ 111,210 $ 8,829,678 $284,220,249
Debt securities issued by foreign governments 2,000,000 -- -- 2,000,000
- ----------------------------------------------------------------------------------------------------------------------------------
Total $294,938,717 $ 111,210 $ 8,829,678 $286,220,249
==================================================================================================================================
December 31, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
Obligations of U.S. government corporations and agencies--
mortgage-backed securities $182,745,325 $ 1,800,684 $ 1,120,886 $183,425,123
Debt securities issued by foreign governments 2,000,000 -- -- 2,000,000
- ----------------------------------------------------------------------------------------------------------------------------------
Total $184,745,325 $ 1,800,684 $ 1,120,886 $185,425,123
==================================================================================================================================
23
12
The following table presents information regarding securities available
for sale and securities held to maturity at December 31, 1999, based on
contractual maturity. Expected maturities will differ from contractual
maturities because issuers may have the right to call or prepay obligations with
or without call or prepayment penalties. The average yield is based on the ratio
of actual income divided by the average outstanding balances during the year.
The average yield on obligations of state and political subdivisions is stated
on a tax-equivalent basis.
Estimated
Amortized Market Average
Securities available for sale Cost Value Yield
- ------------------------------------------------------------------------------------------------------
U.S. Treasury securities
Due within 1 year $ 24,854,055 $ 24,846,875 4.67%
------------------------------
Obligations of U.S. government corporations and agencies--
mortgage-backed securities 102,458,468 98,401,211 6.21
------------------------------
Obligations of state and political subdivisions
Due after 1 year but within 5 years 1,742,418 1,728,021
Due after 5 years 26,306,335 25,505,594
------------------------------
Total 28,048,753 27,233,615 7.09
------------------------------
Other debt securities
Due within 1 year 5,000,000 5,000,000 5.30
------------------------------
Federal Reserve Bank and other securities 6,972,142 6,982,014 6.74
------------------------------
Total $167,333,418 $162,463,715 6.38
==============================
Securities held to maturity
- ------------------------------------------------------------------------------------------------------
Obligations of U.S. government corporations and agencies--
mortgage-backed securities $292,938,717 $284,220,249 6.33%
------------------------------
Debt securities issued by foreign governments
Due after 1 year but within 5 years 1,250,000 1,250,000
Due after 5 years 750,000 750,000
------------------------------
Total 2,000,000 2,000,000 7.30
------------------------------
Total $294,938,717 $286,220,249 6.34
==============================
Information regarding securities sales from the available for sale
portfolio is as follows:
Years Ended December 31, 1999 1998 1997
- ---------------------------------------------------------------------------------
Proceeds $ -- $14,965,434 $ --
Gross gains -- 86,291 --
Gross losses -- -- --
The carrying value of investment securities pledged to secure public funds
on deposit, securities sold under agreements to repurchase, advances from the
Federal Home Loan Bank of New York and for other purposes required by law is as
follows:
1999 1998
- ---------------------------------------------------------------------------------
Secure funds on deposit $ 16,239,332 $ 26,955,948
Secure repurchase agreements 122,362,030 60,909,831
Secure Federal Home Loan Bank advances 25,410,806 60,565,313
--------------------------------
Total $164,012,168 $148,431,092
================================
24
13
NOTE 5. LOANS
December 31, 1999 1998
- --------------------------------------------------------------------------------
Domestic
Commercial and industrial $462,845,464 $465,734,367
Lease financing 91,845,424 64,696,840
Real estate--mortgage 96,509,540 104,879,473
Real estate--construction 4,958,005 --
Installment 13,321,386 13,860,990
Loans to depository institutions 30,000,000 --
Foreign
Government and official institutions 783,359 787,256
-------------------------------
Loans, gross 700,263,178 649,958,926
Less unearned discounts 11,167,098 9,752,618
-------------------------------
Loans, net of unearned discounts $689,096,080 $640,206,308
===============================
The Company originates certain residential mortgage loans with the
intention of reselling those loans, including the servicing rights, without
recourse. Residential mortgage loans held for sale, included in "Real
estate--mortgage," are $13,231,000 and $22,210,000 at December 31, 1999 and
1998, respectively.
There are no industry concentrations (exceeding 10% of loans, gross) in
the commercial and industrial loan portfolio. Approximately 76% of the bank's
loans are to borrowers located in the metropolitan New York area.
Nonaccrual loans at December 31, 1999 and 1998 totalled $1,417,000 and
$1,214,000, respectively. There were no reduced rate loans at December 31, 1999
or 1998. The interest income that would have been earned on nonaccrual loans
outstanding at December 31, 1999, 1998 and 1997 in accordance with their
original terms is estimated to be $39,000, $88,000 and $55,000, respectively,
for the years then ended. No interest income was realized for the aforementioned
years and there were no commitments to lend additional funds on nonaccrual
loans.
Loans are made at normal lending limits and credit terms to officers or
directors (including their immediate families) of the Company or for the
benefits of corporations in which they have a beneficial interest. There were no
outstanding balances on such loans in excess of $60,000 to any individual or
entity at December 31, 1999 or 1998.
NOTE 6. CHANGES IN THE ALLOWANCE FOR LOAN LOSSES
Years Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------
Balance at beginning of year $ 10,156,077 $ 8,677,610 $ 8,003,392
Provision for loan losses 5,583,800 5,389,000 3,075,000
--------------------------------------------------
15,739,877 14,066,610 11,078,392
--------------------------------------------------
Less charge-offs, net of recoveries:
Charge-offs 5,021,581 4,350,944 2,724,281
Recoveries (398,552) (440,411) (323,499)
--------------------------------------------------
Net charge-offs (recoveries) 4,623,029 3,910,533 2,400,782
--------------------------------------------------
Balance at end of year $ 11,116,848 $ 10,156,077 $ 8,677,610
==================================================
The Company follows SFAS No. 114, which establishes rules for calculating
certain components of the allowance for loan losses. SFAS No. 114 requires that
impairment of larger-balance, nonhomogenous loans that are individually
evaluated be measured by comparing the net carrying amount of the loan to the
present values of the expected future principal and interest cash flows
discounted at the loan's effective rate, the secondary market value of the loan,
or the fair value of the collateral for collateral-dependent loans. A valuation
allowance for any shortfall is established within the overall allowance for loan
losses. The net carrying amount of the loan reflects credit write-offs, cash
receipts applied to reduce the recorded investment in the loan, and unearned
fees. SFAS No. 114 does not apply to smaller-balance homogenous consumer loans
that are collectively evaluated for impairment, such as residential mortgages,
and consumer installment loans.
25
14
As of December 31, 1999, 1998 and 1997, $315,000, $286,000 and $808,000,
respectively, of loans were judged to be impaired within the scope of SFAS No.
114 and carried on a cash-basis. The average recorded investment in impaired
loans during the years ended December 31, 1999, 1998 and 1997, was approximately
$435,000, $589,000 and $526,000, respectively. The application of SFAS No. 114
indicated that these loans required valuation allowances, totaling $150,000,
$100,000 and $250,000 at December 31, 1999, 1998 and 1997, respectively, which
are included within the overall allowance for loan losses.
NOTE 7. INTEREST-BEARING DEPOSITS
The following table presents certain information for interest expense on
deposits:
Years Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------
Interest expense
Interest-bearing deposits in domestic offices
Savings $ 572,358 $ 537,798 $ 530,502
NOW 1,684,477 1,808,972 588,212
Money Market 4,486,117 4,221,286 4,048,343
Time
Three months or less 4,949,566 5,282,470 4,382,256
More than three months through twelve months 3,931,787 3,156,896 4,082,256
More than twelve months through sixty months 958,559 953,362 1,154,252
----------------------------------------------
16,582,864 15,960,784 14,785,821
Interest-bearing deposits in foreign offices
Time
Three months or less 52,600 73,105 82,057
More than three months through twelve months 70,280 72,329 75,745
----------------------------------------------
Total $ 16,705,744 $ 16,106,218 $ 14,943,623
==============================================
Foreign deposits totaled $2,830,000 and $2,730,000 at December 31, 1999
and 1998, respectively.
The aggregate of time certificates of deposit and other time deposits in
denominations of $100,000 or more by remaining maturity range and related
interest expense is presented below:
December 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------
Domestic
Three months or less $ 83,352,007 $ 78,557,787 $ 70,173,286
More than three months through six months 40,840,515 6,538,501 13,028,032
More than six months through twelve months 29,671,064 15,044,812 21,722,086
More than twelve months through twenty-four months 370,000 246,453 2,698,923
More than twenty-four months through thirty-six months 233,908 -- 120,000
----------------------------------------------
Total 154,467,494 100,387,553 107,742,327
----------------------------------------------
Foreign
Three months or less 1,730,000 1,730,000 1,580,000
More than three months through six months 1,100,000 1,000,000 1,000,000
More than six months through twelve months -- -- 130,000
----------------------------------------------
2,830,000 2,730,000 2,710,000
----------------------------------------------
$157,297,494 $103,117,553 $110,452,327
==============================================
Years Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------
Interest Expense
Domestic Expense $ 5,165,518 $ 5,310,269 $ 4,931,786
Foreign 122,880 145,434 157,802
----------------------------------------------
Total $ 5,288,398 $ 5,455,703 $ 5,089,588
==============================================
26
15
NOTE 8. SHORT-TERM BORROWINGS
The following table presents information regarding Federal funds purchased,
securities sold under agreements to repurchase, and commercial paper.
Years Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------------------------------------
Federal funds purchased
At December 31 --Balance $ 5,000,000 $ 34,000,000 $ 25,000,000
--Average interest rate 4.75% 5.69% 6.58%
--Average original maturity 1 Day 1 Day 1 Day
During the year --Maximum month-end balance 24,000,000 34,000,000 25,000,000
--Daily average balance 5,529,000 1,630,000 3,112,000
--Average interest rate paid 5.38% 5.34% 5.82%
--Range of interest rates paid 4.00-6.25% 4.50-7.00% 5.25-7.00%
================================================
Securities sold under agreements to repurchase
At December 31 --Balance $113,238,418 $ 65,429,027 $ 81,752,546
--Average interest rate 5.18% 4.69% 5.51%
--Average original maturity 80 Days 66 Days 72 Days
During the year --Maximum month-end balance 128,169,089 102,286,658 89,979,699
--Daily average balance 96,262,000 75,737,000 80,094,000
--Average interest rate paid 4.91% 5.15% 5.37%
--Range of interest rates paid 3.65-5.96% 4.25-5.85% 4.70-6.17%
================================================
Commercial paper
At December 31 --Balance $ 40,319,200 $ 41,529,300 $ 24,070,600
--Average interest rate 4.80% 4.72% 5.22%
--Average original maturity 74 Days 51 Days 111 Days
During the year --Maximum month-end balance 43,295,900 43,617,400 27,491,000
--Daily average balance 37,466,000 33,843,000 24,804,000
--Average interest rate paid 4.75% 5.08% 5.24%
--Range of interest rates paid 3.50-5.20% 2.50-5.30% 3.25-5.45%
================================================
The parent company has agreements with its line banks for back-up lines of
credit for which it pays a fee at the annual rate of 1/4 of 1% times the line of
credit extended. At December 31, 1999, these back-up bank lines of credit
totaled $24,000,000; no lines were used at any time during 1999 and 1998.
Other short-term borrowings include collateralized advances from the
Federal Home Loan Bank of New York due within one year and treasury tax and loan
funds. At December 31, 1999, Federal Home Loan Bank borrowings included an
advance of $350,000 repayable March 5, 2000 at a rate of 5.92%.
At December 31, 1998, Federal Home Loan Bank borrowings included an
advance of $10,000,000 payable January 4, 1999 at a rate of 5.125% and an
advance of $350,000 repayable in March 1999 at a rate of 5.68%.
At December 31, 1997, Federal Home Loan Bank borrowings included an
advance of $3,000,000 payable January 2, 1998 at a rate of 5.63%, an advance of
$250,000 repayable in March 1998 at a rate of 5.44% and advances of $12,500,000
repayable in October 1998 at rates between 5.05% and 5.17%.
27
16
NOTE 9. OTHER LONG-TERM BORROWINGS
These borrowings represent advances from the Federal Home Loan Bank of New York
("FHLB"), as follows:
December 31,
Advance Interest Maturity Initial ---------------------------
Type Rate Date Call Date 1999 1998
- -------------------------------------------------------------------------------------------------------
Term 5.92% 3/5/00 -- $ -- $ 350,000
Term 6.07 3/5/01 -- 350,000 350,000
Term 6.22 3/5/02 -- 350,000 350,000
Term 6.37 3/5/03 -- 350,000 350,000
Callable 4.93 2/17/08 2/17/99 -- 10,000,000
Callable 5.06 2/17/08 2/17/00 10,000,000 10,000,000
Callable 5.13 2/17/08 2/17/01 10,000,000 10,000,000
Callable 5.04 3/25/08 3/25/99 -- 10,000,000
---------------------------
Total $21,050,000 $41,400,000
===========================
Weighted-average interest rate 5.15% 5.08%
Under the terms of a collateral agreement with the FHLB, advances are
secured by stock in the FHLB and by certain qualifying assets (primarily
mortgage-backed securities) having market values at least equal to 110% of the
advances outstanding. After the initial call date, each callable advance is
callable by the FHLB quarterly from the initial call date.
NOTE 10. PREFERRED STOCK
The parent company is authorized to issue up to 644,389 shares of convertible
preferred stock, $5 par value, in one or more series. At December 31, 1999 and
1998 two series of preferred stock had been issued--Series B and Series D.
The following table presents information regarding the parent company's
preferred stock:
December 31, 1999 1998
- -------------------------------------------------------------------------------------------------------------
Series B shares. Authorized 4,389 shares; issued and outstanding--1,230 shares,
at liquidation value $ 24,600 $ 24,600
Series D shares. Authorized 300,000 shares; issued and outstanding--241,883 and
243,929 shares, respectively, at liquidation value 2,418,830 2,439,290
-------------------------
Total $2,443,430 $2,463,890
=========================
Series B
Series B shares may be redeemed, in whole or in part, at the election of the
parent company at a price of $28 per share, plus accrued and unpaid dividends to
the date of redemption. In the event of involuntary liquidation of the parent
company, the holders of these shares are entitled to receive, before any
distribution to the holders of common shares, $20 per share ("liquidation
value"). At the option of holders of these shares, such shares are convertible
into common shares of the parent company at a conversion rate of two common
shares for each Series B share surrendered. There were no conversions during
1999 or 1998. Dividends on the Series B shares are paid at the rate of $.10 per
annum, payable semi-annually and are cumulative. Holders of these shares are
entitled to one vote for each share held and vote together as one class with the
holders of the common shares.
Series D
Series D shares may only be issued to the trustee acting on behalf of an
employee stock ownership plan ("ESOP") or other employee benefit plan of the
Company. The Series D shares are convertible into common shares of the parent
company on a share for share basis. During 1993, the parent company issued
250,000 shares to the trustee of the Company's ESOP. These shares are entitled
to receive cash dividends in the amount of $.6125 per annum (subject to
adjustment), payable quarterly. Participants in the Company's ESOP are entitled
to vote in accordance with the terms of the ESOP and vote together as one class
with the holders of the common shares. The holders of these shares are entitled
to receive $10 per share and certain other preferences on liquidation,
dissolution or winding up. During 1999 and 1998, 2,046 shares and 2,284 shares,
respectively, were converted into common shares. See Footnote 14 for a
discussion of the Company's ESOP.
28
17
NOTE 11. COMMON STOCK
Number of shares reserved for issuance:
1999 1998
- --------------------------------------------------------------------------------
Conversion of Series B preferred shares 2,460 2,460
Conversion of Series D preferred shares 291,883 293,929
------------------------
294,343 296,389
========================
Number of shares outstanding at December 31, 8,365,058 8,208,591
========================
Number of shareholders at December 31, 1,966 2,068
========================
NOTE 12. RESTRICTIONS ON THE BANK
Various legal restrictions limit the extent to which the bank can supply funds
to the parent company and its nonbank subsidiaries. All national banks are
limited in the payment of dividends without the approval of the Comptroller of
the Currency to an amount not to exceed the net profits (as defined) for that
year to date combined with its retained net profits for the preceding two
calendar years. In addition, from time to time dividends are paid to the parent
company by the finance subsidiaries from their retained earnings without
regulatory restrictions.
NOTE 13. STOCK INCENTIVE PLAN
In April 1992, shareholders approved a Stock Incentive Plan ("the plan")
covering up to 100,000 common shares of the parent company. Under the plan, key
employees of the parent company and its subsidiaries could be granted awards in
the form of incentive stock options ("ISOs"), non-qualified stock options
("NQSOs"), stock appreciation rights ("SARs"), restricted stock or a combination
of these. The plan is administered by committees of the Board of Directors. In
April 1995, shareholders approved amendments to the plan which increased the
number of shares covered under the plan by 300,000 and which provided for the
annual automatic grant of NQSOs to each director who is not an employee or
officer ("outside director") of the Company. Under this provision annual NQSO
awards covering 2,000 common shares of the parent company are granted to each
outside director beginning April 1995 and continuing through April 1999. In
April 1997, 1998 and 1999 shareholders approved amendments to the plan which
increased the number of shares covered under the plan by 350,000, 400,000 and
400,000, respectively. After giving effect to stock option and restricted stock
awards granted and the effect of the 5% stock dividend paid in December 1999,
shares available for grant were 618,201, 628,950 and 504,450 at December 31,
1999, 1998 and 1997, respectively.
Stock Options
The following tables present information on the qualified and non-qualified
stock options outstanding, after the effect of the 5% stock dividend paid in
December 1999, as of December 31, 1999, 1998 and 1997 and changes during the
years then ended:
1999 1998 1997
---------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Qualified Stock Options Shares Exercise Price Shares Exercise Price Shares Exercise Price
- --------------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 474,661 $ 14.97 400,111 $ 12.21 208,950 $ 9.60
Granted 151,200 19.83 129,150 23.58 222,661 14.77
Exercised (8,400) 11.91 (38,850) 11.68 (13,650) 11.91
Forfeited (3,150) 19.83 (15,750) 23.58 (17,850) 13.93
---------------------------------------------------------------------------------------
Outstanding at end of year 614,311 16.18 474,661 14.97 400,111 12.21
=======================================================================================
Options exercisable at end of year 273,737 218,462 190,050
=======================================================================================
Weighted-average fair value of
options granted during the year $ 4.54 $ 4.71 $ 4.34
=======================================================================================
29
18
1999 1998 1997
----------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Non-Qualified Stock Options Shares Exercise Price Shares Exercise Price Shares Exercise Price
- ----------------------------------------------------------------------------------------------------------------------------
Outstanding at beginning of year 246,163 $21.44 63,988 $12.25 32,025 $ 8.97
Granted 195,300 19.66 191,100 23.96 34,588 15.00
Exercised (4,725) 10.07 (8,925) 9.30 (2,625) 8.48
----------------------------------------------------------------------------------
Outstanding at end of year 436,738 20.77 246,163 21.44 63,988 12.25
==================================================================================
Options exercisable at end of year 189,805 14,054 8,400
==================================================================================
Weighted-average fair value of
options granted during the year $ 5.64 $ 6.45 $ 4.03
==================================================================================
The following table presents information regarding qualified and
non-qualified stock options outstanding at December 31, 1999:
Options Outstanding Options Exercisable
-------------------------------------------------------------- ---------------------------
Weighted- Weighted- Weighted-
Range of Number Average Average Number Average
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 12/31/99 Contractual Life Price 12/31/99 Price
- --------------------------------------------------------------------------------------------------------------------
Qualified $6.91-23.58 614,311 7.2 years $16.18 273,737 $11.73
Non-Qualified 6.91-26.67 436,738 4.6 years 20.77 189,805 22.15
Other than director NQSOs which expire five years from the date of grant
and become exercisable in four annual installments, starting one year from the
date of grant, or upon the death or disability of the grantee, stock options
generally expire ten years from the date of grant or, to the extent appropriate
to qualify to the maximum extent possible as ISOs vest in installments, subject
to earlier exercisability upon the death or disability of the grantee or other
specified events. Amounts received upon exercise of options are recorded as
common stock and capital surplus.
The Company follows the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation." The statement encourages, but does not require
companies to use a fair value-based method of accounting for stock-based
employee compensation plans, including stock options and stock appreciation
rights. Under this method, compensation expense is measured as of the date the
awards are granted based on the estimated fair value of the awards, and the
expense is generally recognized over the vesting period. If a company elects to
continue using the intrinsic value-based method under APB Opinion No. 25, pro
forma disclosures of net income and net income per share are required as if the
fair value-based method had been applied. Under the intrinsic method,
compensation expense is the excess, if any, of the market price of the stock as
of the grant date over the amount employees must pay to acquire the stock or
over the price established for determining appreciation. Under the Company's
current compensation policies, there is no such excess on the date of grant and
therefore, no compensation expense is recorded.
The fair value of each option grant is estimated on the date of grant
using a Black-Scholes option-pricing model with the following assumptions:
1999 1998 1997
- --------------------------------------------------------------------------------
Dividend yield 3.25% 2.0% 2.5%
Volatility 25% 20% 20%
Expected term
Qualified 4 years 4 years 3 years
Non-qualified (Directors) 4 years 4 years 4 years
Non-qualified (Officers) 8 years 8 years 8-10 years
Risk-free interest rate 7.12% 5.32% 6.45%
30
19
The Company has elected to continue to apply APB Opinion No. 25 and
related interpretations in accounting for its stock incentive plan. Accordingly,
no compensation expense has been recognized in the consolidated statements of
income related to the plan. Had compensation expense been determined based on
the estimated fair value of the awards at the grant dates, the Company's net
income and earnings per share would have been reduced to the pro forma amounts
indicated in the table that follows:
Years Ended December 31, 1999 1998 1997
- -----------------------------------------------------------------------------------
Net income
As reported $ 14,564,000 $ 12,797,000 $ 10,888,000
Pro forma 13,628,000 12,381,000 10,700,000
Basic earnings per share
As reported 1.71 1.48 1.31
Pro forma 1.61 1.43 1.29
Diluted earnings per share
As reported 1.64 1.40 1.22
Pro forma 1.54 1.36 1.19
Pro forma net income reflects only options granted in 1999, 1998 and 1997.
Additionally, the full impact of calculating compensation expense for stock
options under SFAS No. 123 is not reflected in the pro forma net income above,
since such expense is apportioned over the vesting period of those options which
are expected to vest. Compensation expense for options granted prior to 1996 is
also not considered.
Restricted Stock
On January 3, 1996, 110,500 shares of restricted stock were awarded from
Treasury shares. The fair value was $12.50 per share. These awards vest to
recipients over a four-year period at the rate of 25% per year. The plan calls
for the forfeiture of non-vested shares which are restored to the Treasury and
become available for future awards. During 1999 and 1998, there were no shares
forfeited. Unearned compensation resulting from these awards is amortized as a
charge to noninterest expenses over a four-year period; such charges were
$320,833, $320,833 and $449,999 in 1999, 1998 and 1997, respectively. The
balance of unearned compensation is shown as a reduction of shareholders'
equity. For income tax purposes, the Company is entitled to a deduction in an
amount equal to the average market value of the shares on vesting date and
dividends paid on shares for which restrictions have not lapsed.
NOTE 14. EMPLOYEE STOCK OWNERSHIP PLAN
On March 5, 1993, the Company established an Employee Stock Ownership Plan
("ESOP"). This plan covers substantially all employees with one or more years of
service of at least 1,000 hours who are at least 21 years of age. During 1993,
the parent company issued 250,000 shares of Series D preferred stock at a price
of $10.00 per share to the Company's ESOP trust. The trust borrowed $2,500,000
from the bank to pay for the shares. The ESOP loan is at a fixed interest rate
for a term of ten years with quarterly payments of interest only through
December 31, 1995. Quarterly principal payments at an annual rate of $250,000
and $350,000 commence on March 31, 1996 and March 31, 1999, respectively, plus
interest. The bank match-funded the ESOP loan with collateralized advances from
the Federal Home Loan Bank of New York. The ESOP shares, pledged as collateral
for the ESOP loan, are held in a suspense account and released for allocation
among the participants as principal and interest on the ESOP loan is repaid.
Under the terms of the ESOP, participants may vote both allocated and
unallocated shares.
The Company makes quarterly contributions to the ESOP equal to the debt
service on the ESOP loan less dividends paid on the ESOP shares. All dividends
paid are used for debt service. ESOP shares released from the suspense account
are allocated among the participants on the basis of salary in the year of
allocation. The Company accounts for its ESOP in accordance with Statement of
Position 93-6, "Employers' Accounting for Employee Stock Ownership Plans."
Accordingly, the Company initially recorded a deduction from shareholders'
equity equal to the purchase price of the shares reflecting such amount as
unearned compensation. The consolidated balance sheets report as unearned
compensation the remaining shares pledged as collateral. The unearned
compensation is reduced as payments are made on the loan and, as shares are
released from the suspense account, the Company recognizes compensation expense
equal to the current market price of the common shares into which the preferred
shares are convertible, and the shares become outstanding for earnings per share
computations. Dividends on unallocated ESOP shares are recorded as a reduction
of accrued interest payable; dividends on allocated ESOP shares are recorded as
a reduction of retained earnings. In addition, because the parent company
guaranteed a liquidation and redemption price of $10.00 per share, the amount,
if any, by which $10.00 exceeds the year-end market price of the parent company
common stock into which the outstanding Series D shares are convertible is
reflected outside shareholders' equity less its related shares of unearned
compensation for the unallocated shares.
31
20
Compensation expense was $304,900, $254,550 and $266,800 for 1999, 1998
and 1997, respectively, with a corresponding reduction in unearned compensation.
As of December 31, 1999, 114,687 shares had been allocated and 30,490 shares had
been released for allocation; 104,823 shares were not released ("unallocated").
The following table presents interest paid on the ESOP loan, dividends paid on
the Series D preferred shares and contributions made by the Company:
Years Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------
Interest paid $122,862 $144,844 $163,919
Dividends paid 148,467 149,839 151,139
Company contributions -- -- 12,780
NOTE 15. EMPLOYEE BENEFIT PLAN
The Company has a noncontributory defined benefit pension plan that covers
substantially all employees with one or more years of service of at least 1,000
hours who are at least 21 years of age. The quarterly payments to the plan are
determined annually based upon the amount needed to satisfy the Employee
Retirement Income Security Act funding standards.
In February 1998, the Financial Accounting Standards Board issued SFAS No.
132, "Employers' Disclosures About Pensions and Other Postretirement Benefits."
SFAS No. 132 standardizes the disclosures for pension and other postretirement
benefits by requiring additional information that will facilitate financial
analysis, and by eliminating certain disclosures that are considered no longer
useful. The following tables set forth the disclosures required under SFAS No.
132:
Pension Benefits 1999 1998
- --------------------------------------------------------------------------------
Change in Benefit Obligation
Benefit obligation at beginning of year $ 14,122,359 $ 13,469,764
Service cost 862,903 698,446
Interest cost 955,902 872,194
Actuarial gain (1,375,995) (258,119)
Benefits paid (629,018) (659,926)
------------------------------
Benefit obligation at end of year $ 13,936,151 $ 14,122,359
==============================
Change in Plan Assets
Fair value of assets at beginning of year $ 17,441,784 $ 14,762,254
Actual return on plan assets 60,591 2,839,603
Employer contributions -- 499,853
Benefits paid (629,018) (659,926)
------------------------------
Fair value of assets at end of year $ 16,873,357 $ 17,441,784
==============================
Funded Status
Funded status $ 2,937,206 $ 3,319,425
Unrecognized prior service cost (999,846) 2,534
Unrecognized net actuarial loss/(gain) 5,154 (1,152,636)
------------------------------
Prepaid benefits cost $ 1,942,514 $ 2,169,323
==============================
December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------
Weighted-Average Assumptions
Discount rate 8.00% 6.75% 7.00%
Expected rate of return on plan assets 9.25 9.25 8.00
Rate of compensation increase 5.00 4.00 4.50
Years Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------
Components of Net Periodic Benefit Cost
Service cost $ 862,903 $ 698,446 $ 688,786
Interest cost 955,902 872,194 846,056
Expected return on plan assets (1,589,376) (1,356,833) (957,893)
Amortization of prior service cost (2,620) (2,620) (2,620)
Recognized net actuarial gain -- -- 13,665
-----------------------------------------------
Net periodic benefits cost $ 226,809 $ 211,187 $ 587,994
===============================================
32
21
NOTE 16. INCOME TAXES
The current and deferred tax provisions (benefits) for each of the last three
fiscal years are as follows:
Years Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------
Federal
Current $ 8,257,539 $ 7,579,074 $ 6,628,015
Deferred 15,080 (454,165) (709,948)
-----------------------------------------------
Total $ 8,272,619 $ 7,124,909 $ 5,918,067
===============================================
State and Local
Current $ 1,403,399 $ 2,278,184 $ 3,100,684
Deferred -- 58 (144,664)
-----------------------------------------------
Total $ 1,403,399 $ 2,278,242 $ 2,956,020
===============================================
Total
Current $ 9,660,938 $ 9,857,258 $ 9,728,699
Deferred 15,080 (454,107) (854,612)
-----------------------------------------------
Total $ 9,676,018 $ 9,403,151 $ 8,874,087
===============================================
Reconciliations of income tax provisions with taxes or tax benefits
computed at Federal statutory rates are as follows:
Years Ended December 31, 1999 1998 1997
- --------------------------------------------------------------------------------------------
Federal statutory rate 35% 35% 35%
-----------------------------------------------
Computed tax $ 8,483,990 $ 7,769,893 $ 6,916,872
Increase in tax resulting from:
Principally state and local taxes,
net of Federal income tax benefit 1,192,028 1,633,258 1,957,215
-----------------------------------------------
Total $ 9,676,018 $ 9,403,151 $ 8,874,087
===============================================
33
22
The components of the net deferred tax asset, included in other assets, are as
follows:
December 31, 1999 1998
- ----------------------------------------------------------------------------------------------------
Deferred tax assets
Difference between financial statement provision for loan losses
and tax bad debt deduction $ 3,908,257 $ 3,568,637
Nonaccrual and other interest 1,867,836 1,859,115
Deferred compensation 1,039,060 750,859
Other 229,552 163,275
----------------------------
Total deferred tax assets 7,044,705 6,341,886
----------------------------
Deferred tax liabilities
Pension and benefit plans 824,664 611,929
Other 602,610 97,446
----------------------------
Total deferred tax liabilities 1,427,274 709,375
----------------------------
Net deferred tax asset 5,617,431 5,632,511
SFAS No. 115 deferred tax asset/(liability) 2,232,778 (459,575)
----------------------------
Total net deferred tax asset $ 7,850,209 $ 5,172,936
============================
Management believes, based upon current facts, that more likely than not
there will be sufficient taxable income in future years to realize the deferred
tax assets. However, there can be no assurance about the level of future
earnings.
NOTE 17. EARNINGS PER SHARE
SFAS No. 128, "Earnings per Share," simplified the standards for computing
earnings per share ("EPS") previously found in APB Opinion No. 15 and replaced
the presentation of primary and fully diluted EPS with the presentation of basic
and diluted EPS.
Basic EPS is computed by dividing net income less preferred dividends on
Series B shares and allocated Series D shares, held on behalf of the Employee
Stock Ownership Plan, ("basic net income") by the weighted-average common shares
outstanding during the year.
Diluted EPS is computed by dividing basic net income plus the after-tax
interest expense on outstanding convertible subordinated debentures by the
weighted-average common shares and common equivalent shares outstanding during
the year. The common equivalent shares outstanding include the weighted-average
number of Series B and Series D (held on behalf of the Employee Stock Ownership
Plan) preferred shares, the weighted-average shares associated with outstanding
subordinated debentures and the dilutive effect of unexercised stock options
using the treasury stock method. When applying the treasury stock method, the
average price of the Company's common stock is utilized.
The following table provides a reconciliation of basic and diluted EPS as
required by SFAS 128:
For the Year Ended December 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------
Per Per
Income Shares Share Income Shares Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
- -----------------------------------------------------------------------------------------------------------------------------
Basic EPS
Net income $14,563,952 $12,796,543
Less: preferred dividends 65,587 51,053
----------------------------------------------------------------------------
Net income available for common shareholders 14,498,365 8,485,017 $ 1.71 12,745,490 8,639,857 $ 1.48
============================================================================
Diluted EPS
Options[1] 121,552 240,644
Convertible preferred stock 242,670 244,587
Convertible subordinated debt -- -- -- --
----------------------------------------------------------------------------
Net income available for common shareholders
plus assumed conversions $14,498,365 8,849,239 $ 1.64 $12,745,490 9,125,088 $ 1.40
============================================================================
For the Year Ended December 31, 1997
- ------------------------------------------------------------------------------------
Per
Income Shares Share
(Numerator) (Denominator) Amount
- ------------------------------------------------------------------------------------
Basic EPS
Net income $10,888,403
Less: preferred dividends 36,264
----------------------------------
Net income available for common shareholders 10,852,139 8,272,874 $ 1.31
===================================
Diluted EPS
Options[1] 120,020
Convertible preferred stock 246,922
Convertible subordinated debt 136,709 361,584
----------------------------------
Net income available for common shareholders
plus assumed conversions $10,988,848 9,001,400 $ 1.22
===================================
[1] Options issued with exercise prices greater than the average market price
of the common shares for each of the years ended December 31, 1999, 1998
and 1997 have not been included in computation of diluted EPS for those
respective years. As of December 31, 1999, 628,950 options to purchase
shares at prices between $19.77 and $26.67 were not included; as of
December 31, 1998, options to purchase 16,800 shares at a price of $26.67
were not included; as of December 31, 1997, no options were excluded.
34
23
NOTE 18. FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107 "Disclosures about Fair Value of Financial Instruments," requires
the Company to disclose the "fair value" of certain financial instruments for
which it is practical to estimate "fair value."
Much of the information used to arrive at fair value is highly subjective
and judgmental in nature and therefore the results may not be precise. The
subjective factors include, among other things, estimated cash flows, risk
characteristics, credit quality and interest rates, all of which are subject to
change. With the exception of investment securities and long-term debt, the
Company's financial instruments are not readily marketable and market prices do
not exist. Since negotiated prices for the instruments which are not readily
marketable depend greatly on the motivation of the buyer and seller, the amounts
which will actually be realized or paid per settlement or maturity of these
instruments could be significantly different.
The following disclosures represent the Company's best estimate of the
"fair value" of both on- and off-balance sheet financial instruments.
Financial Instruments with Carrying Amount Equal to Fair Value
The carrying amount of cash and due from banks, interest-bearing deposits with
other banks, Federal funds sold, customers' liabilities under acceptances,
accrued interest receivable, Federal funds purchased and securities sold under
agreements to repurchase, commercial paper, other short-term borrowings,
acceptances outstanding, due to factoring clients, and accrued interest payable,
as a result of their short-term nature, is considered to be equal to fair value.
Investment Securities
For investment securities, fair value has been based upon current market
quotations, where available. If quoted market prices are not available, fair
value has been estimated based upon the quoted price of similar instruments.
Loans
The fair value of loans which reprice within 90 days reflecting changes in the
base rate is equal to their carrying amount. For other loans, the estimated fair
value is calculated based on discounted cash flow analyses, using interest rates
currently being offered for loans with similar terms to borrowers of similar
credit quality and for similar maturities. These calculations have been adjusted
for credit risk based on the Company's historical credit loss experience. The
estimated fair value for secured nonaccrual loans is the value of the underlying
collateral which is sufficient to repay each loan. For other nonaccrual loans,
the estimated fair value represents book value less a credit risk adjustment
based on the Company's historical credit loss experience.
Deposits
SFAS No. 107 requires that the fair value of demand, savings, NOW and certain
money market deposits be equal to their carrying amount. The Company believes
that the fair value of these deposits is clearly greater than that prescribed by
SFAS No. 107.
For other types of deposits with fixed maturities, fair value has been
estimated based upon interest rates currently being offered on deposits with
similar characteristics and maturities.
Long-Term Debt
For other long-term borrowings, the estimated fair value is calculated based on
discounted cash flow analyses, using interest rates currently being quoted for
similar characteristics and maturities.
Commitments to Extend Credit, Standby Letters of Credit and Financial Guarantees
The notional amount of off-balance sheet commitments to extend credit, standby
letters of credit, and financial guarantees, is considered equal to fair value.
Due to the uncertainty involved in attempting to assess the likelihood and
timing of a commitment being drawn upon, coupled with lack of an established
market and the wide diversity of fee structures, the Company does not believe it
is meaningful to provide an estimate of fair value that differs from the
notional value of the commitment.
35
24
Off-Balance Sheet Financial Instruments
The Company enters into interest rate floor contracts to manage interest rate
exposure. These instruments are entered into as hedges against interest rate
risk associated with certain identified assets. At December 31, 1999, the
notional amount of these instruments was $175,000,000. The Company paid up-front
premiums of $1,021,000 which are amortized over the term of the related assets.
At December 31, 1999, the unamortized premiums on these contracts totaled
$330,000 and there were no amounts receivable. The estimated fair value of these
contracts generally reflects the amount the Company would receive to terminate
the contracts, thereby taking into account the current unrealized gain on these
contracts. Dealer quotes are available on all of these contracts. At December
31, 1999, the estimated fair value of these contracts was $112,000.
The following is a summary of the carrying amounts and estimated fair
values of the Company's financial assets and liabilities:
December 31, 1999 1998
- --------------------------------------------------------------------------------------------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
---------------------------------------------------------------
Financial Assets
Cash and due from banks $ 35,505,342 $ 35,505,342 $ 43,311,268 $ 43,311,268
Interest-bearing deposits with other banks 515,000 515,000 515,000 515,000
Investment securities 457,402,432 448,683,964 329,806,227 330,486,025
Loans, net 677,979,232 699,606,770 630,050,231 648,836,020
Customers' liability under acceptances 3,888,140 3,888,140 609,431 609,431
Accrued interest receivable 4,541,954 4,541,954 3,991,914 3,991,914
Financial Liabilities
Demand, NOW, savings and money market deposits 539,482,134 539,482,134 536,724,599 536,724,599
Time deposits 323,037,818 321,907,186 166,077,869 171,973,767
Federal funds purchased and securities sold
under agreements to repurchase 118,238,418 118,238,418 99,429,027 99,429,027
Commercial paper 40,319,200 40,319,200 41,529,300 41,529,300
Other short-term borrowings 10,993,363 10,993,363 12,771,325 12,771,325
Acceptances outstanding 3,888,140 3,888,140 609,431 609,431
Due to factoring clients 37,933,948 37,933,948 32,074,004 32,074,004
Accrued interest payable 3,833,666 3,833,666 2,806,937 2,806,937
Other long-term borrowings--FHLB 21,050,000 20,842,164 41,400,000 42,132,700
NOTE 19. CAPITAL MATTERS
The Company and the bank are subject to risk-based capital regulations. The
purpose of these regulations is to quantitatively measure capital against
risk-weighted assets, including off-balance sheet items. These regulations
define the elements of total capital into Tier 1 and Tier 2 components and
establish minimum ratios of 4% for Tier 1 capital and 8% for Total Capital for
capital adequacy purposes. Supplementing these regulations, is a leverage
requirement. This requirement establishes a minimum leverage ratio, (at least 3%
to 5%) which is calculated by dividing Tier 1 capital by adjusted quarterly
average assets (after deducting goodwill). In addition, the Company and the bank
are subject to the provisions of the Federal Deposit Insurance Corporation
Improvement Act of 1981 ("FDICIA") which imposes a number of mandatory
supervisory measures. Among other matters, FDICIA established five capital
categories ranging from "well capitalized" to "critically under capitalized."
Such classifications are used by regulatory agencies to determine a bank's
deposit insurance premium, approval of applications authorizing institutions to
increase their asset size or otherwise expand business activities or acquire
other institutions. Under the provisions of FDICIA a "well capitalized"
institution must maintain minimum leverage, Tier 1 and Total Capital ratios of
5%, 6% and 10%, respectively. At December 31, 1999, the Company and the bank
exceeded the requirements for "well capitalized" institutions.
36
25
The following table presents information regarding the Company's and the
bank's regulatory capital ratios:
Ratios and Minimums
(dollars in thousands)
For Capital To Be Well
Actual Adequacy Minimum Capitalized
--------------------------------------------------------------
As of December 31, 1999 Amount Ratio Amount Ratio Amount Ratio
- ---------------------------------------------------------------------------------------------------------------
Total Capital (to Risk-Weighted Assets):
The Company $95,880 13.11% $58,488 8.00% $73,109 10.00%
The bank 74,694 10.79 55,402 8.00 69,252 10.00
Tier 1 Capital (to Risk-Weighted Assets):
The Company 86,717 11.06 29,244 4.00 43,868 6.00
The bank 66,034 9.54 27,701 4.00 41,551 6.00
Tier 1 Leverage Capital (to Average Assets):
The Company 86,717 7.75 44,729 4.00 55,911 5.00
The bank 66,034 6.13 43,102 4.00 53,877 5.00
As of December 31, 1998
- ---------------------------------------------------------------------------------------------------------------
Total Capital (to Risk-Weighted Assets):
The Company $89,307 12.63% $56,552 8.00% $70,690 10.00%
The bank 71,998 10.93 52,675 8.00 65,844 10.00
Tier 1 Capital (to Risk-Weighted Assets):
The Company 80,454 11.38 28,276 4.00 42,414 6.00
The bank 64,117 9.74 26,337 4.00 39,506 6.00
Tier 1 Leverage Capital (to Average Assets):
The Company 80,454 8.67 37,109 4.00 46,387 5.00
The bank 64,117 7.20 35,624 4.00 44,530 5.00
NOTE 20. SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." SFAS No.
131 establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements, requires
that selected information about operating segments be reported in interim
financial statements issued to stockholders and establishes standards for
related disclosures about an enterprise's products and services, geographic
areas, and major customers.
The Company provides a full range of financial products and services,
including business and consumer loans, commercial and residential mortgage
lending and brokerage, asset-based financing, accounts receivable management
services, trade financing, equipment leasing, corporate and consumer deposit
services, trust and estate administration and investment management services.
The Company's primary source of earnings is net interest income, which
represents the difference between interest earned on interest-earning assets and
the interest incurred on interest-bearing liabilities. The Company's 1999
year-to-date average interest-earning assets were 58.7% loans (corporate lending
was 78.6% and real estate lending was 18.1% of total loans, respectively) and
41.3% investment securities and money market investments. There are no industry
concentrations (exceeding 10% of loans, gross, in the corporate loan portfolio).
Approximately 76% of loans are to borrowers located in the metropolitan New York
area. In order to comply with the provisions of SFAS No. 131, the Company has
determined that it has three reportable operating segments: corporate lending,
real estate lending and company-wide treasury. There are no significant
differences between the accounting policies used for these operating segments
and those described in Footnote 1.
37
26
The following table provides certain information regarding the Company's
operating segments:
Corporate Real Estate Company-wide
Lending Lending Treasury Totals
- --------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999
Net interest income $ 26,423,903 $ 8,998,476 $ 14,670,691 $ 50,093,070
Noninterest income 8,765,876 5,400,138 133,866 14,299,880
Depreciation and amortization 168,823 199,044 683 368,550
Segment profit 13,068,157 8,189,400 20,621,800 41,879,357
Segments assets 546,629,572 101,898,728 530,682,020 1,179,210,320
Year Ended December 31, 1998
Net interest income 24,241,672 8,415,676 13,379,959 46,037,307
Noninterest income 8,583,240 4,395,814 182,135 13,161,189
Depreciation and amortization 100,588 176,751 342 277,681
Segment profit 10,025,072 7,860,500 18,664,500 36,550,072
Segments assets 522,141,693 106,189,496 377,622,851 1,005,954,040
Year Ended December 31, 1997
Net interest income 22,478,567 7,888,284 13,531,404 43,898,255
Noninterest income 7,300,131 3,263,528 63,940 10,627,599
Depreciation and amortization 40,143 124,642 -- 164,785
Segment profit 7,389,675 6,021,500 18,421,900 31,833,075
Segments assets 461,246,372 85,883,745 432,189,638 979,319,755
The following table sets forth reconciliations of reportable operating
segments net interest income, noninterest income, profits and assets to the
Company's consolidated totals:
Years Ended December 31, 1999 1998 1997
- -------------------------------------------------------------------------------------------------------
Net interest income:
Total for reportable operating segments $ 50,093,070 $ 46,037,307 $ 43,898,255
---------------------------------------------------------
Other[1] 3,368,947 3,400,609 1,673,625
=========================================================
Consolidated net interest income $ 53,462,017 $ 49,437,916 $ 45,571,880
=========================================================
Noninterest income:
Total for reportable operating segments $ 14,299,880 $ 13,161,189 $ 10,627,599
Other[1] 3,644,520 3,287,152 2,344,330
---------------------------------------------------------
Consolidated noninterest income $ 17,944,400 $ 16,448,341 $ 12,971,929
=========================================================
Profit:
Total for reportable operating segments $ 41,879,357 $ 36,550,072 $ 31,833,075
Other[1] (17,639,387) (14,350,378) (12,070,585)
---------------------------------------------------------
Consolidated income before income taxes $ 24,239,970 $ 22,199,694 $ 19,762,490
=========================================================
Assets:
Total for reportable operating segments $ 1,179,210,320 $ 1,005,954,040 $ 979,319,755
Other[1] 39,676,932 38,491,175 40,659,903
---------------------------------------------------------
Consolidated assets $ 1,218,887,252 $ 1,044,445,215 $ 1,019,979,658
=========================================================
[1] Represents operations not considered to be a reportable segment and/or
general operating expenses of the Company.
38
27
NOTE 21. PARENT COMPANY
CONDENSED BALANCE SHEETS
December 31, 1999 1998
- --------------------------------------------------------------------------------
Assets
Cash and due from banks $ 8,104,664 $ 1,491,968
Interest-bearing deposits--banking subsidiary 18,836,902 8,375,000
Loans, net of unearned discounts 40,941,921 50,879,913
Less allowance for loan losses 2,172,146 2,294,693
-----------------------------
Loans, net 38,769,775 48,585,220
-----------------------------
Investment in subsidiaries
Banking subsidiary 84,552,869 85,805,562
Other subsidiaries 1,105,104 1,190,454
Due from subsidiaries
Banking subsidiary 1,029,468 906,439
Other assets 1,359,247 1,369,868
-----------------------------
$153,758,029 $147,724,511
=============================
Liabilities and Shareholders' Equity
Commercial paper $ 40,319,200 $ 41,529,300
Other short-term borrowings 350,000 350,000
Due to subsidiaries
Banking subsidiary 660,570 669,395
Other subsidiaries 995,444 994,806
Accrued expenses and other liabilities 5,142,688 629,686
Other long-term debt 1,050,000 1,400,000
Shareholders' equity 105,240,127 102,151,324
-----------------------------
$153,758,029 $147,724,511
=============================
39
28
CONDENSED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
Years Ended December 31, 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
Income
Dividends and interest from
Banking subsidiary $ 7,948,111 $ 2,440,305 $ 2,987,442
Other subsidiaries 127,500 -- 39,515
Management and service fees from
Banking subsidiary 1,159,063 564,605 714,789
Other subsidiaries -- -- 126,498
Interest and fees on loans 8,238,703 7,524,416 6,356,532
Other income 97,495 72,339 74,950
-----------------------------------------------
Total income 17,570,872 10,601,665 10,299,726
-----------------------------------------------
Expenses
Interest expense 2,404,708 1,986,694 1,863,594
Provision for loan losses -- 110,000 495,000
Salaries and employee benefits 2,783,410 2,136,747 2,270,132
Other expenses 1,810,452 1,172,072 1,147,966
-----------------------------------------------
Total expenses 6,998,570 5,405,513 5,776,692
-----------------------------------------------
Income before income taxes and equity in undistributed net income
of subsidiaries 10,572,302 5,196,152 4,523,034
Provision for income taxes 1,425,533 1,534,046 1,208,878
-----------------------------------------------
9,146,769 3,662,106 3,314,156
Equity in undistributed net income of subsidiaries 5,417,183 9,134,437 7,574,247
-----------------------------------------------
Net income 14,563,952 12,796,543 10,888,403
Other comprehensive income, net of tax
Unrealized holding (losses)/gains arising during the period (3,383) 1,180 6,127
-----------------------------------------------
Comprehensive income, net of tax $ 14,560,569 $ 12,797,723 $ 10,894,530
===============================================
40
29
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
Operating Activities
Net income $ 14,563,952 $ 12,796,543 $ 10,888,403
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses -- 110,000 495,000
Amortization of unearned compensation 625,733 575,383 716,509
Decrease (Increase) in accrued interest receivable 74,360 (30,751) 21,086
Increase (Decrease) in accrued expenses and other liabilities 4,513,002 (532,551) (3,013,058)
Decrease in due to subsidiaries, net (8,187) (10,753) (21,368)
(Increase) Decrease in due from subsidiaries, net (123,029) 18,984 (150,697)
Equity in undistributed net income of subsidiaries (5,417,183) (9,134,437) (7,574,247)
Other, net 3,395,591 (361,241) 573,862
------------------------------------------------
Net cash provided by operating activities 17,624,239 3,431,177 1,935,490
------------------------------------------------
Investing Activities
Net (increase) decrease in interest-bearing deposits--banking subsidiary (10,461,902) (2,525,000) 6,262,500
Net decrease (increase) in loans 9,937,992 (12,730,497) 2,313,533
------------------------------------------------
Net cash (used in) provided by investing activities (523,910) (15,255,497) 8,576,033
------------------------------------------------
Financing Activities
Net (decrease) increase in commercial paper (1,210,100) 17,458,700 (8,499,300)
Net (decrease) increase in other short-term borrowings -- (490,000) 590,000
Cash dividends paid on preferred and common shares (4,152,264) (3,569,701) (2,946,192)
Proceeds from exercise of stock options 147,563 536,500 184,750
Purchase of treasury shares (4,922,832) (1,151,433) --
Decrease in other long-term borrowings (350,000) (350,000) (250,000)
------------------------------------------------
Net cash (used in) provided by financing activities (10,487,633) 12,434,066 (10,920,742)
------------------------------------------------
Net increase (decrease) in cash and due from banks 6,612,696 609,746 (409,219)
Cash and due from banks--beginning of year 1,491,968 882,222 1,291,441
------------------------------------------------
Cash and due from banks--end of year $ 8,104,664 $ 1,491,968 $ 882,222
================================================
Supplemental disclosure of non-cash financing activities:
Debenture and preferred stock conversions $ 29,460 $ 22,840 $ 6,408,870
Forfeiture of treasury shares -- -- (22,298)
Issuance of common shares 398,221 -- --
Supplemental disclosure of cash flow information:
Interest paid 2,438,723 1,976,730 2,020,305
Income taxes paid 8,433,725 7,487,552 9,793,000
The parent company is required to maintain a deposit with the bank in an
amount equal to the unpaid principal balance on the bank's loan to the trustee
of the Employee Stock Ownership Plan. The required deposit which is reported in
interest-bearing deposits on the parent company's condensed balance sheet was
$1,400,000 at December 31, 1999.
41
30
NOTE 22. COMMITMENTS AND CONTINGENT LIABILITIES
Total rental expenses under cancelable and noncancelable leases for premises and
equipment were $2,647,009, $2,398,083 and $2,282,112, respectively, for the
years ended December 31, 1999, 1998 and 1997, respectively.
The future minimum rental commitments as of December 31, 1999 under
noncancelable leases follow:
Rental
Year(s) Commitments
- --------------------------------------------------------------------------------
2000 $ 2,180,962
2001 1,847,195
2002 1,550,592
2003 1,348,859
2004 1,279,685
2005 and thereafter 6,558,048
-----------
Total $14,765,341
===========
Certain of the leases included above have escalation clauses and/or
provide that the Company pay maintenance, electric, taxes and other operating
expenses applicable to the leased property.
In the normal course of business, there are various commitments and
contingent liabilities outstanding which are properly not recorded on the
balance sheet. Management does not anticipate that losses, if any, as a result
of these transactions would materially affect the financial position of the
Company.
Loan commitments, substantially all of which have an original maturity of
one year or less, were approximately $4,065,000 as of December 31, 1999. These
commitments are agreements to lend to a customer as long as the conditions
established in the contract are met. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. The total
commitment amounts do not necessarily represent future cash requirements because
some of the commitments are expected to expire without being drawn upon. The
bank evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary, by the bank upon extension
of credit is based on management's credit evaluation of the borrower. Collateral
held varies but may include cash, U.S. Treasury and other marketable securities,
accounts receivable, inventory and property, plant and equipment.
Standby letters of credit and financial guarantees written are conditional
commitments issued by the bank to guarantee the performance of a customer to a
third party. At December 31, 1999, these commitments totalled $36,576,000 of
which $20,057,000 expired within one year and $6,992,000 within two years and
$9,527,000 within three years. Approximately 75% of the commitments were
automatically renewable for periods of one year. The credit risk involved in
issuing letters of credit is essentially the same as that involved in extending
loan facilities to customers. The bank holds cash or cash equivalents and
marketable securities as collateral supporting those commitments for which
collateral is deemed necessary. The extent of collateral held for those
commitments at December 31, 1999 ranged from 0% to 100%; the average amount
collateralized is approximately 31%.
The Company uses interest rate floor contracts to manage fluctuating
interest rates. In exchange for the payment of a premium, an interest rate floor
gives the Company the right to receive at specified future dates the amount, if
any, by which the market interest rate specified in the floor falls below the
fixed floor rate, multiplied by the notional amount of the floor. The credit
exposure on a floor is limited to this interest-derived amount. Potential credit
losses are minimized through careful evaluation of counterparty credit standing.
The floors currently held by the Company have an average remaining term of
approximately 1 1/2 years and total notional amount of $175 million.
In the normal course of business there are various legal proceedings
pending against the Company. Management, after consulting with counsel, is of
the opinion that there should be no material liability with respect to such
proceedings, and accordingly no provision has been made in the accompanying
consolidated financial statements.
42
31
NOTE 23. QUARTERLY DATA (UNAUDITED)
1999 Quarter Mar 31 Jun 30 Sept 30 Dec 31
- -----------------------------------------------------------------------------
Total interest income $17,937,057 $18,973,918 $20,499,656 $22,376,280
Total interest expense 5,397,277 5,940,371 6,879,218 8,108,028
Net interest income 12,539,780 13,033,547 13,620,438 14,268,252
Provision for loan
losses 1,383,000 1,370,000 1,365,000 1,465,800
Noninterest income 4,227,888 4,595,995 4,658,262 4,462,255
Noninterest expenses 9,642,282 10,458,412 10,681,781 10,800,172
Income before income
taxes 5,742,386 5,801,130 6,231,919 6,464,535
Net income 3,464,622 3,551,431 3,684,808 3,863,091
Earnings per average
common share
Basic .40 .42 .43 .46
Diluted .38 .40 .42 .44
Common stock closing
price
High 21 43/64 20 11/64 19 17/32 18 11/16
Low 19 1/32 16 15/32 15 23/32 15 17/32
Quarter - end 18 5/8 18 3/32 16 27/64 16
1998 Quarter Mar 31 Jun 30 Sept 30 Dec 31
- -----------------------------------------------------------------------------
Total interest income $18,188,490 $18,072,663 $18,756,455 $18,943,848
Total interest expense 6,431,903 6,201,877 6,071,873 5,817,887
Net interest income 11,756,587 11,870,786 12,684,582 13,125,961
Provision for loan
losses 844,000 1,267,333 1,069,000 2,208,667
Noninterest income 3,475,325 4,176,301 4,023,489 4,773,226
Noninterest expenses 9,119,667 9,434,253 9,617,124 10,126,519
Income before income
taxes 5,268,245 5,345,501 6,021,947 5,564,001
Net income 3,002,965 3,113,472 3,254,405 3,425,701
Earnings per average
common share
Basic .35 36 37 40
Diluted .33 .35 .36 .36
Common stock closing
price
High 26 1/8 27 51/64 25 23/32 23 13/16
Low 21 31/64 24 17/32 17 43/64 16 3/16
Quarter - end 25 53/64 24 49/64 19 11/64 21 23/32
43
32
INDEPENDENT AUDITORS' REPORT
[KPMG LOGO]
The Shareholders and Board of Directors
Sterling Bancorp:
We have audited the accompanying consolidated balance sheets of Sterling
Bancorp and Subsidiaries as of December 31, 1999 and 1998, the related
consolidated statements of income, comprehensive income, changes in
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1999 and the consolidated statements of condition of
Sterling National Bank as of December 31, 1999 and 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Sterling
Bancorp and Subsidiaries as of December 31, 1999 and 1998, the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999 and the financial position of Sterling National Bank as
of December 31, 1999 and 1998 in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
New York, New York
January 20, 2000
44
33
Sterling Bancorp and Subsidiaries
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following commentary presents management's discussion and analysis of the
financial condition and results of operations of Sterling Bancorp ("the parent
company"), a bank holding company as defined by the Bank Holding Company Act of
1956, as amended, and its wholly-owned subsidiaries Sterling Banking
Corporation, Sterling Industrial Loan Association, and Sterling National Bank
("the bank"). The bank, which is the principal subsidiary, owns all of the
outstanding shares of Sterling Factors Corporation, Sterling National Mortgage
Company Inc., Sterling National Mortgage Corporation and Sterling Holding
Company of Virginia, Inc. Sterling Holding Company of Virginia, Inc. owns all of
the outstanding common shares of Sterling Real Estate Holding Company Inc.
Throughout this discussion and analysis, the term "the Company" refers to
Sterling Bancorp and its subsidiaries. This discussion and analysis should be
read in conjunction with the consolidated financial statements and supplemental
data contained elsewhere in the report.
SELECTED FINANCIAL DATA
(dollars in thousands except per share data)
1999 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------
Summary of Operations
Total interest income $ 79,787 $ 73,962 $ 67,826 $ 60,997 $ 53,484 $ 43,493
Total interest expense 26,325 24,524 22,254 21,334 19,319 14,882
Net interest income 53,462 49,438 45,572 39,663 34,165 28,611
Provision for loan losses 5,584 5,389 3,075 2,047 1,866 1,053
Net securities gains/(losses) -- 86 -- (71) 5 42
Noninterest income 17,945 16,362 12,972 9,979 5,973 4,429
Noninterest expenses 41,583 38,297 35,707 31,697 26,660 21,998
Income before taxes 24,240 22,200 19,762 15,827 11,617 10,031
Provision for income taxes 9,676 9,403 8,874 7,575 5,979 6,025
Net income 14,564 12,797 10,888 8,252 5,638 4,006
Per common share--basic 1.71 1.48 1.31 1.11 .83 .59
--diluted 1.64 1.40 1.22 .97 .74 .55
Dividends per common share .50 .43 .37 .31 .25 .21
Year End Balance Sheets
Investment securities 457,402 329,806 384,951 304,331 299,238 311,782
Loans, net of unearned discounts 689,096 640,206 558,482 465,517 397,229 312,769
Total assets 1,218,887 1,044,445 1,019,980 861,605 775,608 706,636
Noninterest-bearing deposits 291,808 329,020 312,462 229,977 224,081 174,897
Interest-bearing deposits 570,712 373,782 418,946 344,446 326,947 342,405
Long-term convertible subordinated debentures -- -- -- 6,389 21,346 26,446
Shareholders' equity 105,240 102,151 92,623 77,177 59,657 53,719
Average Balance Sheets
Investment securities 379,872 336,690 304,753 321,957 304,741 321,005
Loans, net of unearned discounts 556,630 512,711 446,268 376,879 311,119 255,223
Total assets 1,022,698 935,964 838,354 777,695 695,522 658,884
Noninterest-bearing deposits 237,324 224,780 199,431 175,232 153,244 144,974
Interest-bearing deposits 452,734 409,027 377,301 330,520 327,102 307,747
Long-term convertible subordinated debentures -- -- 4,618 16,779 23,975 26,640
Shareholders' equity 102,361 96,644 82,515 65,768 56,401 53,249
Ratios
Return on average total assets 1.42% 1.37% 1.30% 1.06% 0.81% 0.61%
Return on average tangible shareholders' equity 17.94 16.95 17.75 18.50 16.00 12.48
Return on average shareholders' equity 14.23 13.24 13.20 12.55 10.00 7.52
Dividend payout ratio 27.98 27.47 26.64 26.95 28.14 33.27
Average shareholders' equity to average
total assets 10.01 10.33 9.84 8.46 8.11 8.08
Net interest margin (tax-equivalent basis) 6.04 6.15 6.37 5.93 5.52 4.91
Loans/assets, period end 56.53 61.30 54.75 54.03 51.22 44.26
Net charge-off/loans, period end 0.67 0.61 0.43 0.00 0.20 0.11
Nonperforming loans/loans, period end 0.21 0.19 0.25 0.09 0.09 0.18
Allowance/loans, period end 1.61 1.59 1.55 1.72 1.31 1.32
45
34
COMPANY BUSINESS
The Company provides a full range of financial products and services, including
business and consumer loans, commercial and residential mortgage lending and
brokerage, asset-based financing, accounts receivable management services, trade
financing, equipment leasing, corporate and consumer deposits services, trust
and estate administration, and investment management services. The Company has
operations in metropolitan New York and Washington, DC areas, as well as
Virginia and other mid-Atlantic states and conducts business throughout the
United States.
There is intense competition in all areas in which the Company conducts
its business. In addition to competing with other banks, the Company competes in
certain areas of its business with other financial institutions. At December 31,
1999, the bank's year-to-date average earning assets (of which loans were 57%
and investment securities were 42%) represented approximately 95% of the
Company's year-to-date average earning assets.
The Company regularly evaluates acquisition opportunities and conducts due
diligence activities in connection with possible acquisitions. As a result,
acquisition discussions and, in some cases negotiations, regularly take place
and future acquisitions could occur.
OVERVIEW
The Company reported net income for 1999 of $14.6 million, representing $1.64
per share, calculated on a diluted basis, compared to $12.8 million, or $1.40
per share, calculated on a diluted basis, for 1998. This increase reflects
continued growth in both net interest income and noninterest income.
Net interest income increased to $53.5 million for 1999, up from $49.4
million in 1998, principally due to higher average earning asset outstandings.
The net interest margin, on a tax equivalent basis, was 6.04% for 1999 compared
to 6.15% for 1998. This decrease was principally due to a 25 basis point
decrease in average yield on earning assets partially offset by a 22 basis point
decrease in the average cost of funds.
Noninterest income rose to $17.9 million for 1999 compared to $16.4
million for 1998 principally due to continued growth in fees from mortgage
banking, factoring, trade finance and various other services.
Noninterest expenses totaled $41.6 million for 1999 compared to $38.3
million in 1998. The increase in personal expenses were incurred to support
growing levels of business activity.
INCOME STATEMENT ANALYSIS
Net Interest Income
Net interest income, which represents the difference between interest earned on
interest-earning assets and interest incurred on interest-bearing liabilities,
is a primary source of earnings. Net interest income can be affected by changes
in market interest rates as well as the level and composition of assets,
liabilities and shareholders' equity. The increases (decreases) for the
components of interest income and interest expense, expressed in terms of
fluctuation in average volume and rate are shown on page 58. Information as to
the components of interest income and interest expense and average rates is
provided in the Average Balance Sheets shown on page 57.
Net interest income for 1999 increased $4,024,000 from 1998 to
$53,462,000.
Total interest income aggregated $79,787,000, up $5,826,000 for 1999 when
compared to 1998. The tax- equivalent yield on interest-earning assets was 8.88%
for 1999 compared with 9.13% for 1998. The increase in interest income was
principally due to an increase in income earned on the loan and investment
securities portfolios as a result of management's strategy of increasing
outstandings for those asset categories. The decrease in yield on earning assets
was due to lower yields on loans and investment securities.
Interest earned on the loan portfolio amounted to $55,554,000, up
$3,337,000 when compared to a year ago. Average loan balances amounted to
$556,630,000, up $43,919,000 from the average of the prior year period. The
increase in the average loans accounted for the increase in interest earned on
loans. The decrease in the yield on the domestic loan portfolio to 10.88% for
1999 from 11.26% for 1998 was primarily attributable to a lower prime rate in
the 1999 period.
Tax-equivalent interest earned on investment securities increased
$2,721,000 to $24,137,000 in 1999 due to higher average outstandings partially
offset by lower yields.
Total interest expense increased $1,801,000 from 1998 to $26,325,000 for
1999. The increase in interest expense was due to higher deposit balances and
amounts of borrowed funds partially offset by lower average rates paid for
interest-bearing deposits and borrowed funds.
46
35
Interest expense on deposits increased to $16,706,000 for 1999 from
$16,106,000 for 1998 primarily due to higher average balances partially offset
by decreases in rates paid on deposits. Average balances increased to
$452,734,000 in 1999 from $409,027,000 in 1998 primarily due to higher money
market and time deposits. The average rate paid on interest-bearing deposits
decreased to 3.69% in 1999 compared to 3.94% for the comparable year ago period.
Interest expense on borrowed funds increased $1,202,000 from 1998 to
$9,619,000 primarily due to increases in average outstandings. Average borrowed
funds amounted to $180,805,000, up $20,772,000 from the prior year period. This
increase in borrowings reflects the implementation of plans designed to support
asset growth.
Provision for Credit Losses
Based on management's continuing evaluation of the loan portfolio (discussed
under "Asset Quality" below), and principally as the result of the growth in the
loan portfolio, the provision for credit losses increased to $5,584,000, up
$195,000 when compared to the same period last year.
Noninterest Income
Noninterest income increased $1,496,000 for 1999 when compared with 1998
primarily as a result of increased fees from mortgage banking, factoring, trade
finance and various other services.
Noninterest Expenses
Noninterest expenses increased $3,285,000 for 1999 when compared with 1998
primarily due to increased personnel expenses incurred to support growing levels
of business activity and continuing investments in the business franchise.
BALANCE SHEET ANALYSIS
Securities
The Company's securities portfolios are comprised of principally U.S. Government
and U.S. Government corporation and agency guaranteed mortgage-backed securities
along with other debt and equity securities. At December 31, 1999, the Company's
portfolio of securities totalled $457,402,000 of which U.S. Government and U.S.
Government corporation and agency guaranteed mortgage-backed securities having
an average life of approximately 5.8 years amounted to $391,340,000. The Company
has the intent and ability to hold to maturity securities classified as "held to
maturity." These securities are carried at cost, adjusted for amortization of
premiums and accretion of discounts. The gross unrealized gains and losses on
"held to maturity" securities were $111,000 and $8,830,000, respectively.
Securities classified as "available for sale" may be sold in the future, prior
to maturity. These securities are carried at market value. Net aggregate
unrealized gains or losses on these securities are included in a valuation
allowance account and are shown net of taxes, as a component of shareholders'
equity. "Available for sale" securities included gross unrealized gains of
$45,000 and gross unrealized losses of $4,915,000. Given the generally high
credit quality of the portfolio, management expects to realize all of its
investment upon the maturity of such instruments, and thus believes that any
market value impairment is temporary in nature.
Information regarding book values and range of maturities by type of
security and weighted-average yields for totals of each category is presented in
Footnote 4 beginning on page 23.
The following table sets forth the composition of the Company's investment
securities by type, with related carrying values at the end of the most recent
three fiscal years:
December 31, 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands)
U.S. Treasury securities $ 24,847 $ 19,731 $ 34,866
Obligations of U.S. government corporations and agencies--mortgage-backed securities 391,339 268,067 286,393
Obligations of states and political subdivisions 27,234 19,217 3,589
Debt securities issued by foreign governments 2,000 2,000 2,000
Other debt securities 5,000 13,993 52,000
Federal Reserve Bank and other equity securities 6,982 6,798 6,103
----------------------------------
Total $457,402 $329,806 $384,951
==================================
47
36
Loan Portfolio
A management objective is to maintain the quality of the loan portfolio. The
Company seeks to achieve this objective by maintaining rigorous underwriting
standards coupled with regular evaluating of the creditworthiness of the
designation of lending limits for each borrower. The portfolio strategies seek
industry or loan size diversification in order to minimize credit exposure and
to originate loans in markets with which the Company is familiar.
The Company's commercial and industrial loan portfolio represents
approximately 67% of gross loans. Loans in this category are typically made to
small and medium-sized businesses and range between $250,000 and $10 million,
and are often collateralized by accounts receivable, inventory and marketable
securities and other liquid collateral. Sources of repayment are from the
borrower's operating profits, cash flows and liquidation of pledged collateral.
Based on underwriting standards, loans may be secured in whole or in part by
collateral such as liquid assets, accounts receivable, equipment, inventory, and
real property. The Company's real estate loan portfolio, which represents
approximately 14% of gross loans, is secured by mortgages on real property
located in the State of New York and in the State of Virginia. The collateral
securing any loan may vary in value based on market conditions.
The following table sets forth the composition of the Company's loan
portfolio, net of unearned discounts, at the end of each of the most recent five
fiscal years:
December 31, 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------------------
% of % of % of % of % of
Balances Total Balances Total Balances Total Balances Total Balances Total
---------------------------------------------------------------------------------------------------------
(dollars in thousands)
Domestic
Commercial and
industrial $462,400 67.10% $465,048 72.64% $413,887 74.11% $350,641 75.32% $309,173 77.83%
Lease financing 81,398 11.81 56,146 8.77 43,705 7.82 34,750 7.46 24,311 6.12
Real estate--
mortgage 96,376 13.99 104,621 16.34 73,878 13.23 63,633 13.67 48,588 12.23
Real estate--
construction 4,958 0.72 -- -- 8,352 1.50 1,136 0.25 1,040 0.26
Installment--
individuals 13,181 1.91 13,604 2.13 17,871 3.20 14,568 3.13 13,328 3.36
Loans to depository
Institutions 30,000 4.35 -- -- -- -- -- -- -- --
Foreign government
and official
institutions 783 0.12 787 0.12 789 0.14 789 0.17 789 0.20
-------------------------------------------------------------------------------------------------------
Loans, net of
unearned discounts $689,096 100.00% $640,206 100.00% $558,482 100.00% $465,517 100.00% $397,229 100.00%
=======================================================================================================
The following table sets forth the maturities and sensitivity to changes
in interest rates of the Company's commercial and industrial and foreign loans,
as of December 31, 1999:
Due One Year Due One to Due After Total
Or Less Five Years Five Years Gross Loans
- ---------------------------------------------------------------------------------------------------
(in thousands)
Commercial and industrial $457,888 $ 4,847 $ 92 $462,827
Foreign 783 -- -- 783
---------------------------------------------------
$458,671 $ 4,847 $ 92 $463,610
===================================================
Loans due after one year, which have:
Predetermined interest rates $ 4,847 $ 92 $ 4,939
Floating or adjustable interest rates -- -- --
-------------------------------------
$ 4,847 $ 92 $ 4,939
=====================================
48
37
Asset Quality
Intrinsic to the lending process is the possibility of loss. In times of
economic slowdown, the risk inherent in the Company's portfolio of loans may be
increased. While management endeavors to minimize this risk, it recognizes that
loan losses will occur and that the amount of these losses will fluctuate
depending on the risk characteristics of the loan portfolio which in turn
depends on current and expected economic conditions, the financial condition of
borrowers, the realization of collateral, and the credit management process.
The following table sets forth the aggregate amount of domestic nonaccrual
and past due loans of the Company at the end of each of the most recent five
fiscal years; there were no foreign loans accounted for on a nonaccrual basis
and there were no troubled debt restructurings for any types of loans. Loans
contractually past due 90 days or more as to principal or interest and still
accruing are loans which are both well-secured or guaranteed by financially
responsible third parties and are in the process of collection.
December 31, 1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
Nonaccrual basis loans* $1,417 $1,214 $1,388 $ 442 $ 357
Past due 90 days or more (other than the above) 59 675 245 390 1,961
------------------------------------------------------
Total $1,476 $1,889 $1,633 $ 832 $2,318
======================================================
*Interest income that would have been earned on nonaccrual
and reduced rate loans outstanding $ 39 $ 88 $ 55 $ 13 $ 22
======================================================
Applicable interest income actually realized $ -- $ -- $ -- $ -- $ --
======================================================
Nonaccrual and past due loans as a percentage of total gross loans .21% .29% .29% .18% .58%
======================================================
The allowance for possible loan losses is maintained through the provision
for loan losses, which is a charge to operating earnings. The adequacy of the
provision and the resulting allowance for possible loan losses is determined by
management's continuing review of the loan portfolio, including identification
and review of individual problem situations that may affect the borrower's
ability to repay, review of overall portfolio quality through an analysis of
current charge-offs, delinquency and nonperforming loan data, estimates of the
value of any underlying collateral, review of regulatory examinations, an
assessment of current and expected economic conditions and changes in the size
and character of the loan portfolio. The allowance reflects management's
evaluation of both loans presenting identified loss potential and of the risk
inherent in various components of the portfolio, including loans identified as
impaired as required by SFAS No. 114.
Thus, an increase in the size of the portfolio or in any of its components
could necessitate an increase in the allowance even though there may not be a
decline in credit quality or an increase in potential problem loans. A
significant change in any of the evaluation factors described above could result
in future additions to the allowance. At December 31, 1999, the ratio of the
allowance to loans, net of unearned discounts, was 1.6% and the allowance was
$11,117,000. At such date, the Company's nonaccrual loans amounted to
$1,417,000; $315,000 of such loans were judged to be impaired within the scope
of SFAS No. 114 and required valuation allowances of $150,000. Based on the
foregoing, as well as management's judgement as to the current risks inherent in
the loan portfolio, the Company's allowance for possible loan losses was deemed
adequate to absorb all reasonably anticipated losses on specifically known and
other possible credit risks associated with the portfolio as of December 31,
1999. Net losses within the loan portfolio are not statistically predictable and
changes in conditions in the next twelve months could result in future
provisions for loan losses varying from the level taken in 1999. Potential
problem loans, which are loans that are currently performing under present loan
repayment terms but where known information about possible credit problems of
borrowers cause management to have serious doubts as to the ability of the
borrowers to continue to comply with the present repayment terms, aggregated
$1,005,000 at December 31, 1999.
49
38
The following table sets forth certain information with respect to the
Company's loan loss experience for each of the most recent five fiscal years:
December 31, 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
Average loans outstanding, net of unearned
discounts, during year $ 556,630 $ 512,711 $ 446,268 $ 376,879 $ 311,119
======================================================================
Allowance for loan losses:
Balance at beginning of year $ 10,156 $ 8,678 $ 8,003 $ 5,192 $ 4,136
----------------------------------------------------------------------
Charge-offs:
Commercial and industrial 4,149 3,328 2,064 561 622
Lease financing 612 616 228 49 344
Real estate 177 146 239 71 16
Installment 84 261 193 57 19
----------------------------------------------------------------------
Total charge-offs 5,022 4,351 2,724 738 1,001
----------------------------------------------------------------------
Recoveries:
Commercial and industrial 169 232 240 1,456 144
Lease financing 178 142 56 37 --
Real estate 1 2 2 -- 47
Installment 51 64 26 9 --
----------------------------------------------------------------------
Total recoveries 399 440 324 1,502 191
----------------------------------------------------------------------
Subtract/(Add):
Net charge-offs/(recoveries) 4,623 3,911 2,400 (764) 810
----------------------------------------------------------------------
Provision for loan losses 5,584 5,389 3,075 2,047 1,866
----------------------------------------------------------------------
Balance at end of year $ 11,117 $ 10,156 $ 8,678 $ 8,003 $ 5,192
======================================================================
Ratio of net charge-offs to average loans
outstanding, net of unearned discounts
during year .83% .76% .54% 0% .26%
======================================================================
50
39
To comply with a regulatory requirement to provide such an allocation of
the allowance for possible loan losses, the following table presents the
Company's allocation of the allowance. This allocation is based on subjective
estimates by management and may vary from year to year based on management's
evaluation of the risk characteristics of the loan portfolio. The amount
allocated to a particular loan category may not necessarily be indicative of
actual future charge-offs in a loan category.
December 31, 1999 1998 1997 1996 1995
----------------------------------------------------------------------------------------------
% of % of % of % of % of
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
- ------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
Domestic
Commercial and industrial $ 8,262 1.79% $ 7,429 1.60% $ 6,013 1.45% $ 5,588 1.59% $ 3,320 1.07%
Loans to depository institutions 240 .80 -- -- -- -- -- -- -- --
Lease financing 1,036 1.27 837 1.49 648 1.48 508 1.46 355 1.46
Real estate--mortgage 1,223 1.27 1,583 1.51 1,059 1.43 820 1.29 619 1.27
Real estate--construction 30 .61 -- -- 70 0.84 8 0.70 8 0.77
Installment--individuals 75 .56 25 0.18 35 0.20 25 0.17 20 0.15
Unallocated 251 -- 282 -- 853 -- 1,054 -- 870 --
----------------------------------------------------------------------------------------------
Total $11,117 1.61% $10,156 1.59% $ 8,678 1.55% $ 8,003 1.72% $ 5,192 1.31%
=============================================================================================
Deposits
A significant source of funds continues to be deposits, consisting of demand
(noninterest-bearing), NOW, savings, money market and time deposits (principally
certificates of deposit).
The following table provides certain information with respect to the
Company's deposits for each of the most recent three fiscal years:
December 31, 1999 1998 1997
- --------------------------------------------------------------------------------
(in thousands)
Domestic
Demand $291,808 $329,020 $312,462
NOW 70,205 54,980 54,056
Savings 23,625 25,254 24,856
Money market 153,845 127,470 136,069
Time deposits by remaining maturity
Within 3 months 177,964 110,079 88,658
After 3 months but within 1 year 119,613 42,012 87,580
After 1 year but within 5 years 22,630 11,257 25,017
--------------------------------
Total domestic deposits 859,690 700,072 728,698
================================
Foreign
Time deposits by remaining maturity
Within 3 months 1,730 1,730 1,580
After 3 months but within 1 year 1,100 1,000 1,130
--------------------------------
Total foreign deposits 2,830 2,730 2,710
--------------------------------
Total deposits $862,520 $702,802 $731,408
================================
Fluctuations of balances in total or among categories at any date can
occur based on the Company's mix of assets and liabilities as well as on
customer's balance sheet strategies. Historically, however, average balances for
deposits have been relatively stable. Information regarding these average
balances for the most recent three fiscal years is presented on page 57.
51
40
ASSET/LIABILITY MANAGEMENT
The Company's primary earnings source is its net interest income; therefore the
Company devotes significant time and has invested in resources to assist in the
management of interest rate risk and asset quality. The Company's net interest
income is affected by changes in market interest rates, and by the level and
composition of interest-earning assets and interest-bearing liabilities. The
Company's objectives in its asset/liability management are to utilize its
capital effectively, to provide adequate liquidity and to enhance net interest
income, without taking undue risks or subjecting the Company unduly to interest
rate fluctuations.
The Company takes a coordinated approach to the management of its
liquidity, capital and interest rate risk. This risk management process is
governed by policies and limits established by senior management which are
reviewed and approved by the Asset/Liability Committee ("ALCO"). ALCO, which is
comprised of members of senior management, meets to review among other things,
economic conditions, interest rates, yield curve, cash flow projections,
expected customer actions, liquidity levels, capital ratios and repricing
characteristics of assets, liabilities and off-balance sheet financial
instruments.
Market Risk
Market risk is the risk of loss in a financial instrument arising from adverse
changes in market indices such as interest rates, foreign exchange rates and
equity prices. The Company's principal market risk exposure is interest rate
risk, with no material impact on earnings from changes in foreign exchange rates
or equity prices.
Interest rate risk is the exposure to changes in market interest rates.
Interest rate sensitivity is the relationship between market interest rates and
net interest income due to the repricing characteristics of assets and
liabilities. The Company monitors the interest rate sensitivity of its on- and
off-balance sheet positions by examining its near-term sensitivity and its
longer-term gap position. In its management of interest rate risk, the Company
utilizes several financial and statistical tools including traditional gap
analysis and sophisticated income simulation models.
A traditional gap analysis is prepared based on the maturity and repricing
characteristics of interest-earning assets and interest-bearing liabilities for
selected time bands. The mismatch between repricings or maturities within a time
band is commonly referred to as the "gap" for that period. A positive gap (asset
sensitive) where interest rate sensitive assets exceed interest rate sensitive
liabilities generally will result in net interest margin increasing in a rising
rate environment and decreasing in a falling rate environment. A negative gap
(liability sensitive) will generally have the opposite result on net interest
margin. However, the traditional gap analysis does not assess the relative
sensitivity of assets and liabilities to changes in interest rates. The Company
utilizes the gap analysis to complement its income simulations modeling,
primarily focusing on the longer-term structure of the balance sheet.
The Company's balance sheet structure is primarily short-term in nature
with a substantial portion of assets and liabilities repricing or maturing
within one year. The Company's gap analysis at December 31, 1999, presented on
page 59, indicates that net interest income would decrease during periods of
rising interest rates and increase during periods of falling interest rates.
As part of its interest rate risk strategy, the Company uses off-balance
sheet financial instruments (derivatives) to hedge the interest rate sensitivity
of assets with the corresponding amortization reflected in the yield of the
related on-balance sheet assets being hedged. The Company has written policy
guidelines, approved by the Board of Directors, governing the use of off-balance
sheet financial instruments, including approved counterparties, risk limits and
appropriate internal control procedures. The credit risk of derivatives arises
principally from the potential for a counterparty to fail to meet its obligation
to settle a contract on a timely basis.
The Company purchased interest rate floor contracts to reduce the impact
of falling rates on its floating rate commercial loans. Interest rate floor
contracts require the counterparty to pay the Company at specified future dates
the amount, if any, by which the specified interest rate (3 month LIBOR) falls
below the fixed floor rates, applied to the notional amounts. The Company
utilizes these financial instruments to adjust its interest rate risk position
without exposing itself to principal risk and funding requirements.
At December 31, 1999, the Company's off-balance sheet financial
instruments consisted of four interest rate floor contracts having a notional
amount totaling $175 million, consisting of a contract with a notional amount of
$50 million and a final maturity of February 27, 2000, another contract with a
notional amount of $25 million and a final maturity of February 9, 2001, another
contract with a notional amount of $25 million and a final maturity of May 1,
2001, another contract with a notional amount of $25 million and a final
maturity of November 1, 2001 and two contracts with a notional amount of $25
million each and a final maturity of November 11, 2002. These financial
instruments are being used as part of the Company's interest rate risk
management and not for trading purposes. At December 31, 1999, all
counterparties have investment grade credit ratings from the major rating
agencies. Each counterparty is specifically approved for applicable credit
exposure.
52
41
The interest rate floor contracts require the Company to pay a fee for the
right to receive a fixed interest payment. The Company paid up-front premiums of
$1,021,000 which are amortized monthly against interest income from the
designated assets. At December 31, 1999, the unamortized premiums on these
contracts totaled $330,000 and are included in other assets. At December 31,
1999, there were no amounts receivable under these contracts.
The Company utilizes income simulation models to complement its
traditional gap analysis. While ALCO routinely monitors simulated net interest
income sensitivity over a rolling two-year horizon, it also utilizes additional
tools to monitor potential longer-term interest rate risk. The income simulation
models measure the Company's net interest income volatility or sensitivity to
interest rate changes utilizing statistical techniques that allow the Company to
consider various factors which impact net interest income. These factors include
actual maturities, estimated cash flows, repricing characteristics, deposits
growth/retention and, most importantly, the relative sensitivity of the
Company's assets and liabilities to changes in market interest rates. This
relative sensitivity is important to consider as the Company's core deposit base
has not been subject to the same degree of interest rate sensitivity as its
assets. The core deposit costs are internally managed and tend to exhibit less
sensitivity to changes in interest rates than the Company's adjustable rate
assets whose yields are based on external indices and change in concert with
market interest rates.
The Company's interest rate sensitivity is determined by identifying the
probable impact of changes in market interest rates on the yields on the
Company's assets and the rates which would be paid on its liabilities. This
modeling technique involves a degree of estimation based on certain assumptions
that management believes to be reasonable. Utilizing this process, management
can project the impact of changes in interest rates on net interest margin. The
estimated effects of the Company's interest rate floors are included in the
results of the sensitivity analysis. The Company has established certain policy
limits for the potential volatility of its net interest margin assuming certain
levels of changes in market interest rates with the objective of maintaining a
stable net interest margin under various probable rate scenarios. Management
generally has maintained a risk position well within the policy limits. As of
December 31, 1999, the model indicated the impact of a 200 basis point parallel
and pro rata rise in rates over 12 months would approximate a 2.72% ($1,813,000)
increase in net interest income, while the impact of a 200 basis point decline
in rates over the same period would approximate a 3.48% ($2,320,000) decline
from an unchanged rate environment.
The preceding sensitivity analysis does not represent a Company forecast
and should not be relied upon as being indicative of expected operating results.
These hypothetical estimates are based upon numerous assumptions including: the
nature and timing of interest rate levels including yield curve shape,
prepayments on loans and securities, deposit decay rates, pricing decisions on
loans and deposits, reinvestment/ replacement of asset and liability cash flows,
and others. While assumptions are developed based upon current economic and
local market conditions, the Company cannot make any assurances as to the
predictive nature of these assumptions, including how customer preferences or
competitor influences might change.
Also, as market conditions vary from those assumed in the sensitivity
analysis, actual results will also differ due to: prepayment/refinancing levels
likely deviating from those assumed, the varying impact of interest rate change
caps or floors on adjustable rate assets, the potential effect of changing debt
service levels on customers with adjustable rate loans, depositor early
withdrawals and product preference changes, and other internal/external
variables. Furthermore, the sensitivity analysis does not reflect actions that
the Asset/Liability Committee might take in responding to or anticipating
changes in interest rates.
Liquidity Risk
Liquidity is the ability to meet cash needs arising from changes in various
categories of assets and liabilities. Liquidity is constantly monitored and
managed at both the parent company and the bank levels. Liquid assets consist of
cash and due from banks, interest-bearing deposits in banks and Federal funds
sold and securities available for sale. Primary funding sources include core
deposits, capital markets funds and other money market sources. Core deposits
include domestic noninterest-bearing and interest-bearing retail deposits, which
historically have been relatively stable. The parent company and the bank have
significant unused borrowing capacity. Contingency plans exist and could be
implemented on a timely basis to minimize the impact of any dramatic change in
market conditions.
While the parent company generates income from its own operations, it also
depends for its cash requirements on funds maintained or generated by its
subsidiaries, principally the bank. Such sources have been adequate to meet the
parent company's cash requirements throughout its history.
Various legal restrictions limit the extent to which the bank can supply
funds to the parent company and its nonbank subsidiaries. All national banks are
limited in the payment of dividends without the approval of the Comptroller of
the Currency to an amount not to exceed the net profits as defined, for the year
to date combined with its retained net profits for the preceding two calendar
years.
53
42
At December 31, 1999, the parent company's short-term debt, consisting
principally of commercial paper used to finance ongoing current business
activities, was approximately $40,669,000. The parent company had cash,
interest-bearing deposits with banks and other current assets aggregating
$67,938,000 and back-up credit lines with banks of $24,000,000. Since 1979, the
parent company has had no need to use available back-up lines of credit.
While the past performance is no guarantee of the future, management
believes that the Company's funding sources (including dividends from all its
subsidiaries) and the bank's funding sources will be adequate to meet their
liquidity requirements in the future.
CAPITAL
The Company and the bank are subject to risk-based capital regulations. The
purpose of these regulations is to quantitatively measure capital against
risk-weighted assets, including off-balance sheet items. These regulations
define the elements of total capital into Tier 1 and Tier 2 components and
establish minimum ratios of 4% for Tier 1 capital and 8% for Total Capital for
capital adequacy purposes. Supplementing these regulations is a leverage
requirement. This requirement establishes a minimum leverage ratio, (at least 3%
to 5%) which is calculated by dividing Tier 1 capital by adjusted quarterly
average assets (after deducting goodwill). Information regarding the Company's
and the bank's risk-based capital at December 31, 1999 and December 31, 1998, is
presented in Footnote 19 on page 36. In addition, the Company and the bank are
subject to the provisions of the Federal Deposit Insurance Corporation
Improvement Act of 1981 ("FDICIA") which imposes a number of mandatory
supervisory measures. Among other matters, FDICIA, established five capital
categories ranging from "well capitalized" to "critically under capitalized."
Such classifications are used by regulatory agencies to determine a bank's
deposit insurance premium, approval of applications authorizing institutions to
increase their asset size or otherwise expand business activities or acquire
other institutions. Under the provisions of FDICIA, a "well capitalized"
institution must maintain minimum leverage, Tier 1 and Total Capital ratios of
5%, 6% and 8%, respectively. At December 31, 1999, the Company and the bank
exceeded the requirements for "well capitalized" institutions.
Year 2000 Project
The Company successfully handled the date change from December 31, 1999 to
January 1, 2000. The cost to date for the Y2K project is $392,000 all of which
has been expensed as incurred. Many of the expenditures relate to microcomputer
hardware and software that would have been upgraded in the normal course of the
Company's operations though December 31, 1999.
To date, the Company has not experienced any significant problems as a
result of Y2K nor are they anticipating any material issues going forward.
Despite the best efforts of the Committee, there can be no complete assurance
that the Company will not be adversely affected by unforeseen problems in its
own computer systems or in systems provided by third parties or of other
entities not associated with the Company that are unsuccessful in properly
addressing this issue.
Market for the Company's Common Stock and Related Security Holder Matters
The parent company's common stock is traded on The New York Stock Exchange under
the symbol STL. Information regarding the quarterly prices of the common stock
is presented in Footnote 23 on page 43. Information regarding the average common
shares outstanding and dividends per common share is presented in the
Consolidated Statements of Income on page 15. Information regarding legal
restrictions on the ability of the bank to pay dividends is presented in
Footnote 12 on page 29. There are no such restrictions on the ability of the
parent company to pay dividends to its shareholders. Information related to the
parent company's preferred stock is presented in Footnote 10 on page 28.
54
43
Recent Accounting Developments
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 required that all derivative
instruments, including certain derivative instruments embedded in other
contracts, be recorded on the balance sheet as either an asset or liability
measured at its fair value. Changes in the derivative's fair value should be
recognized currently in earnings unless the derivative is designated as a hedge.
When designated as a hedge, the fair value should be recognized currently in
earnings or in accumulated other comprehensive income in equity, depending on
whether such designation is as a fair value or as a cash flow hedge. With
respect to fair value hedges, the fair value of the derivative, as well as
changes in the fair value of the hedged item, are reported in the income
statement. With cash flow hedges, changes in the derivative's fair value are
reported in accumulated other comprehensive income in equity and reclassified to
the income statement in periods in which earnings are affected by the hedged
variable cash flows or forecasted transaction. SFAS No. 133 also requires a
company to formally document, designate and assess the effectiveness of
transactions that receive hedge accounting treatment.
In June 1999 FASB issued SFAS No. 137 which deferred the effective date of
SFAS No. 133 to all fiscal quarters of all fiscal years beginning after June 15,
2000; retroactive application is not permitted. The Company intends to adopt the
Statement as of January 1, 2001; however, it has not yet quantified the
financial statement impact of adoption, nor determined the method of adoption.
The Company anticipates that adoption could increase volatility in earnings and
accumulated other comprehensive income in equity, and could result in certain
modifications to systems and hedging methodologies.
In October 1999, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise." This standard requires that
after the securitization of a mortgage loan held for sale, an entity engaged in
mortgage banking is no longer required to classify all retained mortgage-backed
securities as trading securities. However, a mortgage banking enterprise must
classify as trading any retained mortgage-backed securities that it commits to
sell before or during the securitization process. This standard is effective for
the first quarter of 1999. The effect of adopting this standard is not expected
to have a material impact on the Company's financial condition or results of
operations.
Forward-Looking Information
This report contains statements that constitute forward-looking statements and
are subject to certain risks and uncertainties that could cause actual facts to
differ materially from those presented in this report. Readers are cautioned not
to place undue reliance on these forward-looking statements which speak only as
of the date of this report.
COMPARISON OF YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997
OVERVIEW
The Company reported net income for 1998 of $12.8 million, representing $1.47
per share, calculated on a diluted basis, compared to $10.9 million, or $1.27
per share, calculated on a diluted basis, in 1997. This increase reflects higher
net interest income and continued growth in noninterest income.
Net interest income was $49.4 million for 1998, up from $45.6 million in
1997. This increase was due principally to management's strategy of increasing
the loan portfolio. The net interest margin was 6.12% for 1998 compared to 6.38%
for 1997, reflecting lower prime and other market interest rates in 1998.
The provision for loan losses was $5.4 million in 1998 compared to $3.1
million in 1997, reflecting management's continuing evaluation of the loan
portfolio in light of the growth in the portfolio and to maintain the level of
allowance relative to outstanding loan balances.
Noninterest income rose $3.5 million to $16.4 million in 1998, due
principally to increases from mortgage banking and deposit servicing activities.
Noninterest expenses totaled $38.3 million for 1998 compared to $35.7
million in 1997. The increases in expense categories were incurred to support
growing levels of business activity and continued investments in the business
franchise.
55
44
INCOME STATEMENT ANALYSIS
Net Interest Income
Net interest income, which represents the difference between interest earned on
interest-earning assets and interest incurred on interest-bearing liabilities,
is the Company's primary source of earnings. Net interest income can be affected
by changes in market interest rates as well as the level and composition of
assets, liabilities and shareholders' equity. The increases (decreases) for the
components of interest income and interest expense, expressed in terms of
fluctuation in average volume and rate, are shown on page 58. Information as to
the components of interest income and interest expense and average rates is
provided in the Average Balance Sheets shown on page 57.
Net interest income for 1998 increased $3,866,000 to $49,438,000 from
$45,572,000 for the comparable period in 1997.
Total interest income aggregated $73,962,000, up $6,136,000 for 1998 as
compared to $67,826,000 for 1997, due principally to increased loan outstandings
in keeping with management's strategy of building the Company's loan portfolio.
The yield on interest-earning assets was 9.11% for 1998 compared with 9.44% for
the comparable period in 1997. The increase in interest income was due
principally to an increase in income earned on the Company's loan portfolio as a
result of management's strategy of increasing loan outstandings.
Interest earned on the loan portfolio amounted to $52,217,000, up
$5,434,000 from the prior year. Average loan balances amounted to $512,711,000,
up $66,443,000 from an average balance of $446,268,000 the prior year period.
The increase in average loans, primarily in the Company's commercial and
industrial loan portfolio, accounted for $3,867,000 or 71% of the increase in
interest earned on loans.
Interest expense increased $2,270,000 to $24,524,000 for 1998 from
$22,254,000 for the comparable period in 1997. The increase in interest expense
was due to the higher average balances.
Interest expense on NOW account deposits amounted to $1,809,000, up
$1,221,000 when compared to a year ago due to increases in average outstandings
and the cost of those funds. Average outstandings increased $26,953,000 to
$62,265,000 in 1998. The average rate paid on NOW account deposits was 2.91% in
1998 compared to 1.67% in the comparable year ago period.
Interest expense associated with borrowed funds increased $1,107,000 in
1998 principally as a result of higher average outstandings.
Provision for Loan Losses
Based on management's continuing evaluation of the loan portfolio (discussed
under "Asset Quality"), the provision for loan losses increased to $5,389,000,
up $2,314,000 when compared to the prior year. The provision was increased as
the result of growth in the portfolio and to maintain the level of allowance
relative to the outstanding loan balances.
Noninterest Income
Noninterest income for 1998 increased $3,476,000 over the prior year as a result
of increased fees from deposit services and mortgage banking services and higher
income from other fee-based services.
Noninterest Expenses
Noninterest expenses for 1998 increased $2,591,000 over the prior year
reflecting higher personnel and other operating expenses incurred to support
growing levels of business activity and continued investment in the business
franchise.
Provision for Income Taxes
The increase in the provision for income taxes was principally due to higher
pretax earnings partially offset by tax strategies implemented in 1998.
56
45
STERLING BANCORP AND SUBSIDIARIES
AVERAGE BALANCE SHEETS AND ANALYSIS OF NET INTEREST EARNINGS[1]
Years Ended December 31, 1999 1998 1997
- ----------------------- ----------------------------- ---------------------------- ----------------------------
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ---- ------- -------- ----
(dollars in thousands)
Assets
Interest-bearing deposits with
other banks $ 528 $ 228 5.48% $ 1,070 $ 132 5.03% $ 3,285 $ 225 5.68%
Investment securities
Available for sale 118,549 7,387 6.22 111,562 7,063 6.33 67,143 4,496 6.70
Held to maturity 237,696 15,073 6.34 213,532 13,486 6.32 236,581 15,903 6.72
Tax-exempt[2] 23,627 1,677 7.10 11,596 867 7.55 1,029 82 7.96
Federal Funds sold 11,049 556 4.96 10,356 565 5.45 6,718 371 5.52
Loans, net of unearned discounts
Domestic[3] 555,844 55,505 10.88 511,923 52,165 11.26 445,479 46,727 11.74
Foreign 786 49 6.21 788 52 6.65 789 56 7.12
---------- ------ ------- ------ ------- ------
Total Interest-Earning Assets 948,079 80,475 8.88% 860,827 74,330 9.13% 761,024 67,860 9.44%
------ ===== ------ ===== ------ =====
Cash and due from banks 44,509 41,913 44,711
Allowance for loan losses (10,549) (9,270) (8,579)
Excess cost over equity in
net assets of the bank 21,158 21,158 21,158
Other 19,501 21,336 20,040
---------- --------- --------
Total Assets $1,022,698 $ 935,964 $838,354
========== ========= ========
Liabilities and Shareholders' Equity
Interest-bearing deposits
Domestic
Savings $ 24,405 572 2.35% $ 23,619 538 2.28% $ 24,288 531 2.18%
NOW 68,326 1,685 2.47 62,265 1,809 2.91 35,312 588 1.67
Money market 150,094 4,486 2.99 136,577 4,222 3.09 130,742 4,048 3.10
Time 207,142 9,840 4.75 183,837 9,393 5.11 183,997 9,619 5.23
Foreign
Time 2,767 123 4.44 2,729 145 5.33 2,962 158 5.33
Borrowings
Federal Funds purchased and securities
sold under agreements to repurchase 101,791 5,021 4.93 77,367 4,002 5.15 83,207 4,480 5.38
Commercial paper 37,466 1,780 4.75 33,843 1,720 5.08 24,804 1,299 5.24
Other short-term debt 4,273 766 5.19 13,583 921 5.15 8,221 656 5.19
Long-term debt 37,275 2,052 5.16 35,240 1,774 5.03 16,385 875 5.89
---------- ------ ------- ------ ------- ------
Total Interest-Bearing Liabilities 633,539 26,325 4.05% 569,060 24,524 4.27% 509,918 22,254 4.33%
==== ==== ====
Noninterest-bearing demand deposits 237,324 -- 224,780 -- 199,431 --
------- ------ --------- ------ -------- -------
Total including noninterest-bearing
demand deposits 870,863 26,325 2.95% 793,840 24,524 3.06% 709,349 22,254 3.11%
==== ==== ====
Other liabilities 49,474 45,480 46,490
---------- --------- --------
Total Liabilities 920,337 839,320 755,839
Shareholders' equity 102,361 96,644 82,515
---------- --------- --------
Total Liabilities and
Shareholders' Equity $1,022,698 $ 935,964 $838,354
========== ========= ========
====== ====== ======
Net interest income/spread 54,150 4.83% 49,806 4.86% 45,606 5.11%
------ ==== ------ ==== ------ ====
Net yield on interest-earning assets 6.04% 6.15% 6.37%
==== ==== ====
=== === ==
Less: Tax equivalent adjustment 688 368 34
======= ======= =======
Net interest income $53,462 $49,438 $45,572
======= ======= =======
[1] The average balances of assets, liabilities and shareholders' equity are
computed on the basis of daily averages. Average rates are presented on a
tax-equivalent basis.
[2] Interest on tax-exempt securities included herein is presented on a
tax-equivalent basis.
[3] Nonaccrual loans are included in amounts outstanding and income has been
included to the extent earned.
57
46
Sterling Bancorp and Subsidiaries
RATE/VOLUME ANALYSIS[1]
December 31, 1998 to December 31, 1997 to
Increase (Decrease) from Years Ended, December 31, 1999 December 31, 1998
- --------------------------------------------------------------------------------------------------------------------
Volume Rate Total[2] Volume Rate Total[2]
- --------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
Interest Income
Interest-bearing deposits with other banks $ 73 $ 23 $ 96 $ (80) $ (13) $ (93)
-------------------------------------------------------------------
Investment securities
Available for sale 446 (122) 324 2,827 (260) 2,567
Held to maturity 1,544 43 1,587 (1,501) (916) (2,417)
Tax-exempt 791 19 810 789 (4) 785
-------------------------------------------------------------------
Total 2,781 (60) 2,721 2,115 (1,180) 935
-------------------------------------------------------------------
Federal funds sold 40 (49) (9) 199 (5) 194
-------------------------------------------------------------------
Loans, net of unearned discounts[3]
Domestic 5,189 (1,849) 3,340 7,624 (2,186) 5,438
Foreign -- (3) (3) -- (4) (4)
-------------------------------------------------------------------
Total 5,189 (1,852) 3,337 7,624 (2,190) 5,434
-------------------------------------------------------------------
Total Interest Income $ 8,083 $(1,938) $ 6,145 $ 9,858 $(3,388) $ 6,470
===================================================================
Interest Expense
Savings and time deposits
Domestic
Savings $ 17 $ 17 $ 34 $ (16) $ 23 $ 7
NOW 166 (290) (124) 619 602 1,221
Money market 405 (141) 264 187 (13) 174
Time 1,138 (691) 447 (8) (218) (226)
Foreign
Time 2 (24) (22) (13) -- (13)
-------------------------------------------------------------------
Total 1,728 (1,129) 599 769 394 1,163
-------------------------------------------------------------------
Borrowings
Federal funds purchased and securities sold
under agreements to repurchase 1,197 (178) 1,019 (297) (181) (478)
Commercial paper 177 (117) 60 462 (41) 421
Other short-term debt (163) 8 (155) 268 (3) 265
Long-term debt 192 86 278 1,048 (149) 899
-------------------------------------------------------------------
Total 1,403 (201) 1,202 1,481 (374) 1,107
-------------------------------------------------------------------
Total Interest Expense $ 3,131 $(1,330) $ 1,801 $ 2,250 $ 20 $ 2,270
===================================================================
Net Interest Income $ 4,952 $ (608) $ 4,344 $ 7,608 $(3,408) $ 4,200
===================================================================
[1] Amounts are presented on a tax-equivalent basis.
[2] The change in interest income and interest expense due to both rate and
volume has been allocated to change due to rate and the change due to
volume in proportion to the relationship of the absolute dollar amounts of
the changes in each.
[3] Nonaccrual loans have been included in the amounts outstanding and income
has been included to the extent earned.
58
47
Sterling Bancorp and Subsidiaries
INTEREST RATE SENSITIVITY
To mitigate the vulnerability of earnings to changes in interest rates, the
Company manages the repricing characteristics of assets and liabilities in an
attempt to control net interest rate sensitivity. Management attempts to confine
significant rate sensitivity gaps predominantly to repricing intervals of a year
or less so that adjustments can be made quickly. Assets and liabilities with
predetermined repricing dates are classified based on the earliest repricing
period. Based on the interest rate sensitivity analysis shown below, the
Company's net interest income would decrease during periods of rising interest
rates and increase during periods of falling interest rates. Amounts are
presented in thousands.
Repricing Date
------------------------------------------------------------------------------
More than
3 Months 3 Months 1 Year to Over Nonrate
or Less to 1 Year 5 Years 5 Years Sensitive Total
------------------------------------------------------------------------------
Assets
Interest-bearing deposits with
other banks $ 515 $ -- $ -- $ -- $ -- $ 515
Investment securities 17,328 8,583 28,619 395,916 6,956 457,402
Loans, net of unearned discounts
Commercial and industrial 457,710 178 4,847 92 (427) 462,400
Loans to depository institutions 30,000 -- -- -- -- 30,000
Lease financing 374 1,173 89,043 1,256 (10,447) 81,399
Real estate 1,545 3,569 39,022 57,330 (133) 101,333
Installment 8,830 136 2,881 1,475 (141) 13,181
Foreign government and official
institutions 783 -- -- -- -- 783
Noninterest-earning assets and
allowance or loan losses -- -- -- -- 71,874 71,874
------------------------------------------------------------------------------
Total Assets 517,085 13,639 164,412 456,069 67,682 1,218,887
------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Interest-bearing deposits
Savings[1] -- -- 23,625 -- -- 23,625
NOW[1] -- -- 70,205 -- -- 70,205
Money market[1] 123,028 -- 30,817 -- -- 153,845
Time--domestic 177,964 119,613 22,180 450 -- 320,207
--foreign 1,730 1,100 -- -- -- 2,830
Securities sold under agreements
to repurchase 110,888 7,350 -- -- -- 118,238
Commercial paper 40,319 -- -- -- -- 40,319
Other short-term borrowings 10,643 350 -- -- -- 10,993
Other long-term borrowings--FHLB 20,000 -- 1,050 -- -- 21,050
Noninterest-bearing liabilities
and shareholders' equity -- -- -- -- 457,575 457,575
------------------------------------------------------------------------------
Total Liabilities and Shareholders'
Equity 484,572 128,413 147,877 450 457,575 1,218,887
------------------------------------------------------------------------------
Net Interest Rate Sensitivity Gap $ 32,513 $ (114,774) $ 16,535 $ 455,619 $ (389,893) $ --
==============================================================================
Cumulative Gap at December 31, 1999 $ 32,513 $ (82,261) $ (65,726) $ 389,893 $ -- $ --
==============================================================================
Cumulative Gap at December 31, 1998 $ 149,850 $ 113,187 $ 65,434 $ 404,571 $ -- $ --
==============================================================================
Cumulative Gap at December 31, 1997 $ 158,116 $ 20,475 $ (11,245) $ 261,380 $ -- $ --
==============================================================================
[1] Historically, balances on non-maturity deposit accounts have remained
relatively stable despite changes in levels of interest rates. Balances
are shown in repricing periods based on management's historical repricing
practices and runoff experience.
59