Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _____________
Commission file Number 0-12220
THE FIRST OF LONG ISLAND CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
New York 11-2672906
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10 Glen Head Road, Glen Head, NY 11545
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 671-4900
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value per share
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
Yes _X_ No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
[Cover page 1 of 2 pages]
The aggregate market value of the Corporation's voting stock (based on the
price at which the stock was last sold on February 28, 2001) held by
non-affiliates was $96,620,451 (excludes $15,343,411 representing the market
value of common stock beneficially owned by directors and executive officers of
the Registrant).
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at February 28, 2001
Common Stock, $.10 par value 2,889,390
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's Annual Report to shareholders for the fiscal
year ended December 31, 2000 are incorporated by reference into Parts II and IV.
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held April 17, 2001 are incorporated by reference into Part
III.
[Cover page 2 of 2 pages]
PART I
ITEM 1. BUSINESS
General
The First of Long Island Corporation (the "Registrant" or the
"Corporation"), a one-bank holding Company, was incorporated on February 7, 1984
for the purpose of providing financial services through its wholly-owned
subsidiary, The First National Bank of Long Island (the "Bank").
The Bank was organized in 1927 as a national banking association under the
laws of the United States of America and was known as the First National Bank of
Glen Head through June 30, 1978. The Bank has a Trust and Investment Services
Department and has conducted insurance business through The First of Long Island
Agency, Inc. (the "Agency"), a wholly-owned subsidiary.
The Bank serves the financial needs of privately owned businesses,
professionals, consumers, public bodies, and other organizations primarily in
Nassau and Suffolk Counties, Long Island. The principal business of the Bank has
historically consisted of attracting business and consumer checking, money
market and savings deposits and investing those funds in investment securities,
commercial and residential mortgage loans, commercial loans, and home equity
loans and lines. The Corporation's loan portfolio is primarily comprised of
loans to borrowers in Nassau and Suffolk Counties and real estate loans are
principally secured by properties located in these Counties.
The Bank's investment securities portfolio is comprised of U.S. Treasury
securities, U.S. government agency securities (principally modified
pass-through, mortgage-backed securities of Federal agencies), collateralized
mortgage obligations, state and municipal securities, and corporate bonds and
commercial paper. The Bank also regularly sells federal funds on an overnight
basis to a number of banking institutions.
The Bank offers a variety of deposit products having a wide range of
interest rates and terms. The principal products include checking accounts,
money market type accounts, savings accounts, escrow service and IOLA (interest
on lawyer) accounts, and time deposit accounts.
In addition to its loan and deposit products, the Bank offers other
services to its customers including the following:
o ATM Banking
o Bill Payment Using PC or Telephone Banking
o Collection Services
o Counter Checks and Certified Checks
o Drive-Through Banking
o Foreign Drafts
o Gift Checks and Personal Money Orders
o Internet PC Banking For Personal and Commercial Customers
o Merchant Credit Card Depository Services
o Night Depository Services
o Payroll Services
o Safe Deposit Boxes
o Securities Transactions
o Signature Guarantee Services
o Telephone Banking
o Travelers Checks
o Trust and Investment Management Services
o U.S. Savings Bonds
o Wire Transfers and Foreign Cables
o Withholding Tax Depository Services
The Trust and Investment Services Department provides investment
management, pension trust, personal trust, estate, and custody services.
The Agency is a licensed insurance agency which was organized in 1994 under
the laws of the State of New York and has primarily engaged in the sale of fixed
rate annuity products.
During the 2000 year, the Bank opened three new commercial banking offices;
two in Suffolk County, Long Island and the Bank's first office in Queens County,
New York. In addition, in February 2001, the Bank opened another commercial
banking office in Suffolk County, Long Island. In the coming years, the Bank
will continue to search for favorable locations at which to establish new
branches, with continued emphasis on the commercial banking unit type.
In addition to the four new branch locations discussed above, the Bank has
a main office located in Huntington, New York, eight other full service offices
(Glen Head, Greenvale, Locust Valley, Northport, Old Brookville, Rockville
Centre, Roslyn Heights, Woodbury) and nine other commercial banking offices
(Bohemia, Garden City, Great Neck, Hauppauge, Hicksville, Lake Success, Mineola,
New Hyde Park, Valley Stream), all of which are in Nassau and Suffolk Counties.
The Bank's revenues are derived principally from interest on loans,
interest on investment securities, service charges and fees on deposit accounts,
and income from trust and investment management services.
The Bank did not commence, abandon, or significantly change any of its
lines of business during 2000.
1
The Bank encounters substantial competition in its banking business from
numerous other banking corporations which have offices located in the
communities served by the Bank. Principal competitors are branches of large
banks, such as Citibank, Chase Manhattan Bank, Bank of New York, and Fleet Bank
NA, and various Long Island based banks.
Lending Activities
General. The Bank's loan portfolio is primarily comprised of loans to small
and medium-sized privately owned businesses, professionals, and consumers in
Nassau and Suffolk Counties. The Bank offers a full range of lending services
including construction loans, commercial and residential mortgage loans, home
equity loans and lines, commercial loans, consumer loans, and commercial and
standby letters of credit. Commercial loans include, among other things,
short-term business loans; term and installment loans; revolving credit loans;
and loans secured by marketable securities, the cash surrender value of life
insurance policies, or deposit accounts. Consumer loans include, among other
things, student loans guaranteed by the Federal government, auto loans,
unsecured home improvement loans, secured and unsecured personal loans,
overdraft checking lines, and VISA(R) credit cards.
The Bank makes both fixed and variable rate loans. Variable rate loans are
tied to and reprice with changes in the Bank's prime interest rate, The Wall
Street Journal prime interest rate, U.S. Treasury rates, or the Federal Home
Loan Bank of New York regular fixed advance rate. Commercial mortgage loans are
made with terms usually not in excess of fifteen years, while the maximum term
on residential mortgage loans is thirty years. Commercial and consumer loans
generally mature within five years. The Bank's current practice is to usually
lend no more than 75% of appraised value on residential mortgage loans, 65% on
home equity loans and 70% on commercial mortgage loans.
The risks inherent in the Bank's loan portfolio primarily stem from the
following factors relating to borrower size, geographic concentration, and
environmental contamination: first, loans to small and medium-sized businesses
sometimes involve a higher degree of risk than those to larger companies because
such businesses may have shorter operating histories and higher debt-to-equity
ratios than larger companies and may lack sophistication in internal record
keeping and financial and operational controls; second, the ability of many of
the Bank's borrowers to repay their loans is dependent on the strength of the
local economy; and finally, if it becomes necessary to foreclose a loan secured
by real estate, the ability of the Bank to fully realize its investment is
dependent on the strength of the Long Island real estate market and the absence
of environmental contamination. The Bank does not have any significant industry
concentrations or foreign loans.
Except home equity products, loans from $300,000 to $500,000 require the
approval of the Management Loan Committee (home equity loans and lines have more
stringent approval requirements). All loans in excess of $500,000 require the
approval of the Management Loan Committee and two members of the Board Loan
Committee, one of whom must be a non-management director.
The Bank's lending is subject to written underwriting standards and loan
origination procedures, as approved by the Bank's Board of Directors and
contained in the Bank's loan policies. The Bank's loan policies allow for
exceptions and set forth the specific approvals required. Decisions on loan
applications are based on, among other things, the borrower's credit history,
the financial strength of the borrower, estimates of the borrower's ability to
repay the loan, and the value of the collateral, if any. All real estate
appraisals must meet the requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989.
Portfolio Composition and Selected Loan Maturity Information. The
composition of the Bank's loan portfolio and maturity and rate information for
the Bank's commercial and industrial loans can be found in "Note C - Loans" to
the Corporation's consolidated financial statements which have been incorporated
by reference into "Item 8. Financial Statements and Supplemental Data" of this
Form 10-K.
Commercial Loans. The Bank makes commercial loans on a demand basis,
short-term basis, or installment basis. Short-term business loans are generally
due and payable within one year and should be self liquidating during the normal
course of the borrower's business cycle. Term and installment loans are usually
due and payable within five years. Generally, it is the policy of the Bank to
obtain personal guarantees of principal owners on loans made to privately-owned
businesses.
Real Estate Mortgage and Home Equity Loans and Lines. The Bank makes
residential and commercial mortgage loans and home equity loans and establishes
home equity lines of credit. Applicants for residential mortgage loans and home
equity loans and lines will be considered for approval provided they have
satisfactory credit history and the Bank believes that there is sufficient
monthly income to service both the loan or line applied for and existing debt.
Applicants for commercial mortgage loans will be considered for approval
provided they, as well as any guarantors, have satisfactory credit history and
can demonstrate, through financial statements and otherwise, the ability to
repay. If the source of repayment is rental income, such income must be more
than sufficient to amortize the debt.
In processing requests for commercial mortgage loans, the Bank almost
always requires an environmental assessment to identify the possibility of
environmental contamination on or near the subject property. The extent of the
assessment procedures varies from property to property and is based on factors
such as whether or not the subject property is an
2
industrial building, in close proximity to a known environmentally hazardous
area, or a suspected environmental risk based on current or past use.
Construction Loans. The Bank makes loans to finance the construction of
both residential and commercial properties. The maturity of such loans is
generally one year or less and advances are made as the construction progresses.
The advances can require the submission of bills by the contractor, verification
by a Bank-approved inspector that the work has been performed, and obtaining
title insurance updates to insure that no intervening liens have been placed.
Consumer Loans and Lines. The Bank makes student loans, auto loans, home
improvement loans, and other consumer loans, establishes revolving overdraft
lines of credit, and issues VISA(R) credit cards. Consumer loans and lines may
be secured or unsecured. With the exception of student loans, consumer loans are
generally made on an installment basis over terms not exceeding five years. In
reviewing loans and lines for approval, the Bank considers, among other things,
ability to repay, stability of employment and residence, and past credit
history.
Past Due, Nonaccrual, and Restructured Loans. Selected information about
the Bank's past due, nonaccrual, and restructured loans can be found in "Note C
- - Loans" to the Corporation's consolidated financial statements which have been
incorporated by reference into "Item 8. Financial Statements and Supplemental
Data" of this Form 10-K.
The accrual of interest on loans is generally discontinued when principal
or interest payments become past due 90 days or more. As of December 31, 2000,
the Bank did not have any impaired loans or material potential problem loans
except for the loans disclosed in "Note C" to its consolidated financial
statements.
Economic conditions in the Bank's market area were favorable during the
2000 year. Future levels of past due, nonperforming, and restructured loans will
be affected by the strength of the local economy.
Allowance for Loan Losses. The allowance for loan losses is an amount that
management currently believes will be adequate to absorb estimated inherent
losses in the Bank's loan portfolio. Changes in the Bank's allowance for loan
losses for each of the five years in the period ended December 31, 2000 and the
allocation of the Bank's allowance for loan losses by loan type at the end of
each of these years can be found in "Note C - Loans" to the Corporation's
consolidated financial statements which have been incorporated by reference into
"Item 8. Financial Statements and Supplemental Data" of this Form 10-K.
The allowance for loan losses is established through provisions for loan
losses charged against income and reductions in the allowance are credited to
income. Amounts deemed to be uncollectible are charged against the allowance for
loan losses, and subsequent recoveries, if any, are credited to the allowance.
The allocated component of the allowance for loan losses represents impairment
losses identified as a result of selectively reviewing individual credits plus
losses on loans that have not been specifically reviewed but rather determined
on a pooled basis taking into account a variety of factors including historical
losses; levels of and trends in delinquencies and nonaccruing loans; trends in
volume and terms of loans; changes in lending policies and procedures;
experience, ability and depth of lending staff; national and local economic
conditions; concentrations of credit; and environmental risks. The unallocated
or general component of the allowance is designed to cover losses in the
portfolio that have not otherwise been identified through the review of specific
loans or pools of loans.
The amount of future chargeoffs and provisions for loan losses will be
affected by, among other things, local economic conditions. Such conditions
affect the financial strength of the Bank's borrowers and the value of real
estate collateral securing the Bank's mortgage loans. In addition, future
provisions and chargeoffs could be affected by environmental impairment of
properties securing the Bank's mortgage loans. Loans secured by real estate
represent approximately 81% of total loans outstanding at December 31, 2000.
Environmental audits for commercial mortgages were instituted by the Bank in
1987. Under the Bank's current policy, an environmental audit is required on
practically all commercial-type properties that are considered for a mortgage
loan. At the present time, the Bank is not aware of any existing loans in the
portfolio where there is environmental pollution originating on the mortgaged
properties that would materially affect the value of the portfolio.
Investment Activities
General. The investment policy of the Bank, as approved by the Board of
Directors and supervised by both the Board and the Investment Committee, is
intended to promote investment practices which are both safe and sound and in
full compliance with the Federal Financial Institutions Examination Council
(FFIEC) Supervisory Policy Statement on Investment Securities and End-User
Derivative Activities and all other applicable regulations. Investment authority
will be granted and amended as is necessary by the Board of Directors.
The Bank's investment decisions seek to maximize income while keeping both
credit and market risk at acceptable levels, provide for the Bank's liquidity
needs, assist in managing interest rate sensitivity, and provide securities that
can be pledged, as needed, to secure deposits or borrowing lines.
The Bank's investment policy limits individual maturities to fifteen years
and average lives, in the case of collateralized mortgage obligations (CMOs) and
other mortgage-backed securities, to 10 years. At the time of purchase, bonds of
states and political subdivisions must generally be rated A or better, notes of
states and political subdivisions must generally be
3
rated MIG-2 (or equivalent) or better, and commercial paper must be rated A-1 or
P-1. In addition, management periodically reviews issuer credit ratings for all
securities in the Bank's portfolio other than those issued by the U.S.
government or its agencies. Any deterioration in the creditworthiness of an
issuer will be analyzed and action will be taken if deemed appropriate. The Bank
has not engaged in the purchase and sale of securities for the primary purpose
of producing trading profits and its current investment policy does not allow
such activity.
At December 31, 2000, the Bank had net unrealized gains of $2,684,000 in it
held-to-maturity portfolio, consisting of gross unrealized gains of $3,110,000
and gross unrealized losses of $426,000. The unrealized gains and losses were
principally caused by decreases and increases, respectively, in interest rates
since the securities were purchased. The Bank has the intent and ability to hold
these securities to maturity and therefore expects that neither the unrealized
gains nor the unrealized losses will ever be realized. However, the effect of
holding securities with unrealized gains or losses is that more or less interest
will be earned in future periods than could be earned on securities purchased
currently.
Portfolio Composition. The composition of the Bank's investment portfolio
can be found in "Note B - Investment Securities" to the Corporation's
consolidated financial statements which have been incorporated by reference into
"Item 8. Financial Statements and Supplemental Data" of this Form 10-K.
Maturity Information. The maturities and weighted average yields of the
Bank's investment securities at December 31, 2000 can be found in "Note B -
Investment Securities" to the Corporation's consolidated financial statements
which have been incorporated by reference into "Item 8. Financial Statements and
Supplemental Data" of this Form 10-K.
The Bank received dividends on its Federal Reserve Bank stock of $6,943 in
2000 representing a yield of 6.00%.
Sources of Funds
General. The Bank's primary sources of funds are deposits, retained
earnings, collection of principal and interest on loans, maturity and redemption
of investment securities, interest earned on investment securities and federal
funds sold, and other funds provided from operations.
The Bank offers checking and interest-bearing deposit products. In addition
to business checking, the Bank has a variety of personal checking products
including "First Class", "Prime", regular, budget, senior citizen and special
checking. Among other things, the personal products differ in minimum balance
requirements, monthly maintenance fees, and per check charges. The
interest-bearing deposit products, which have a wide range of interest rates and
terms, consist of checking, including interest on lawyer accounts (IOLA); escrow
service accounts; three money-market-type products, including a traditional
money market savings account, "Select Savings" - a statement savings account
that earns a money market rate, and "Diamond Savings" - a passbook savings
account that earns a money market rate; traditional statement savings;
traditional passbook savings; savings certificates (3 month, 6 month and 1 to 6
year terms); large and jumbo certificates; holiday club accounts; and individual
retirement accounts (savings certificates with terms of 1 to 6 years).
Total certificates of deposit, the majority of which mature within one
year, were $44,174,000, or 8.0% of total deposits, at December 31, 2000.
Certificates of deposit in amounts of $100,000 or more were $19,919,000 at
December 31, 2000, or 3.6% of total deposits.
The Bank relies primarily on customer service, calling programs,
competitive pricing, and advertising to attract and retain deposits. Currently,
the Bank solicits deposits only from its local market area and does not have any
deposits which qualify as brokered deposits under applicable Federal
regulations. The flow of deposits is influenced by general economic conditions,
changes in interest rates and competition.
Classification of Average Deposits. The Bank's average deposit balances by
major classification can be found in "Note E - Deposits" to the Corporation's
consolidated financial statements which have been incorporated by reference into
"Item 8. Financial Statements and Supplemental Data" of this Form 10-K.
Remaining Maturities of Time Deposits. The remaining maturities of the
Bank's time deposits in amounts of $100,000 or more at December 31, 2000 can be
found in "Note E - Deposits" to the Corporation's consolidated financial
statements which have been incorporated by reference into "Item 8. Financial
Statements and Supplemental Data" of this Form 10-K.
Competition
The heavy concentration of financial institutions in Nassau and Suffolk
Counties has led to keen competition for both loans and deposits. Competition in
originating commercial loans comes primarily from commercial institutions
located in the Bank's market area. The Bank competes for commercial loans on the
basis of the quality of service it provides to borrowers, the interest rates and
loan fees it charges, and the types of loans it offers.
The Bank attracts all of its deposits through its banking offices primarily
from the communities in which those banking offices are located. Competition for
deposits is principally from other commercial banks, savings banks, brokerage
firms and credit unions located in these communities. The Bank competes for
these deposits by offering a variety of account
4
alternatives at competitive rates, a competitive service charge schedule, a high
level of customer service and convenient branch locations.
Employees
As of December 31, 2000, the Bank had 174 full-time equivalent employees
and considers employee relations to be satisfactory. Employees of the Bank are
not represented by a collective bargaining unit.
Regulation
The Corporation is subject to the regulation and supervision of the Federal
Reserve Board and the Securities and Exchange Commission. The primary banking
agency responsible for regulating the Bank is the Comptroller of the Currency.
The Bank is also subject to regulation and supervision by the Federal Reserve
Board and the Federal Deposit Insurance Corporation.
ITEM 2. PROPERTIES
The Corporation neither owns nor leases any real estate. Office facilities
of the Corporation are located at 10 Glen Head Road, Glen Head, NY in a building
owned by the Bank.
The Bank's designated main office is located at 253 New York Avenue,
Huntington, New York. Including the main office, the Bank owns a total of ten
buildings in fee and occupies fourteen other facilities under lease
arrangements. All of the facilities owned or leased by the Bank are in Nassau,
Suffolk, and Queens Counties, New York.
The Corporation believes that the physical facilities of the Bank are
suitable and adequate at present and are being fully utilized.
ITEM 3. LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental to the business, it is
believed that there are no material legal proceedings, either individually or in
the aggregate, to which the Corporation or the Bank is a party or to which any
of their property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None were submitted to a vote of security holders during the fourth quarter
of 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation's common stock trades on the Nasdaq SmallCap Market tier of
the Nasdaq Stock Market under the symbol "FLIC". The table appearing on page 1
of the Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 2000 showing the high and low sales prices, by quarter, for the
years ended December 31, 2000 and 1999 is incorporated herein by reference.
On February 28, 2001, there were 2,889,390 shares of the Corporation's
common stock outstanding with 733 holders of record. The holders of record
include banks and brokers who act as nominees, each of whom may represent more
than one stockholder.
During 2000 and 1999, the Corporation declared semi-annual cash dividends
aggregating $.72 and $.64 per share, respectively.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" appearing on page 1 of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 2000 is
incorporated herein by reference.
The Corporation's dividend payout ratio was 22.86%, 19.81% and 21.92% for
2000, 1999 and 1998, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 9 through 18 of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 2000 is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk information included in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and appearing on
pages 16 and 17 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 2000 is incorporated herein by reference.
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and report of independent public
accountants appearing on pages 20 through 42 of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 2000 are incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
"ELECTION OF DIRECTORS" appearing on pages 3 through 5 and "MANAGEMENT"
appearing on pages 7 and 8 of Registrant's Proxy Statement for its Annual
Meeting of Stockholders to be held April 17, 2001 are incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
"COMPENSATION OF DIRECTORS", "BOARD COMPENSATION COMMITTEE REPORT",
"COMPENSATION OF EXECUTIVE OFFICERS", "SUMMARY COMPENSATION TABLE",
"COMPENSATION PURSUANT TO PLANS", and "PERFORMANCE GRAPH" appearing on pages 5
and 9 through 17 of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held April 17, 2001 are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
"VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS" appearing on Pages 1 through
3 of Registrant's Proxy Statement for its Annual Meeting of Stockholders to be
held April 17, 2001 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
"TRANSACTIONS WITH MANAGEMENT AND OTHERS" appearing on page 18 of
Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held
April 17, 2001 is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements
The following consolidated financial statements of the Corporation and its
subsidiary, and Report of Independent Public Accountants thereon, as required by
Item 8 of this report are incorporated herein by reference.
o Consolidated Balance Sheets - December 31, 2000 and 1999
o Consolidated Statements of Income - Years ended December 31, 2000, 1999 and
1998
o Consolidated Statement of Changes in Stockholders' Equity - Years ended
December 31, 2000, 1999 and 1998
o Consolidated Statements of Cash Flows - Years ended December 31, 2000, 1999
and 1998
o Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
None Applicable.
(a) 3. Listing of Exhibits
The following exhibits are submitted herewith.
Exhibit No. Name Method of Filing
- ----------- ---- ----------------
3 (i) Certificate of Incorporation, as amended *
3 (ii) By-laws, as amended **
10.1 Incentive Compensation Plan ***
10.2 1986 Stock Option and Appreciation Rights Plan ****
10.3 1996 Stock Option and Appreciation Rights Plan *****
10.4 Amendment to 1996 Stock Option and Appreciation Rights Plan dated
February 20, 2001 Included herein
10.5 Employment Agreement between Registrant and J. William Johnson,
dated January 31, 1996, as amended December 18, 1996, January 2, 1998,
and January 6, 1999 ******
6
Exhibit No. Name Exhibits
- ----------- ---- --------
10.6 Employment Agreement between Registrant and Arthur J. Lupinacci, Jr.,
dated July 1, 1999 *******
10.7 Amended Special Severance Agreement between Registrant and Donald L.
Manfredonia, dated July 1, 1999 ********
10.8 Amended Special Severance Agreement between Registrant and Joseph G. Perri,
dated July 1, 1999 ********
10.9 Amended Special Severance Agreement between Registrant and Richard Kick,
dated July 1, 1999 ********
10.10 Amended Special Severance Agreement between Registrant and Mark D. Curtis,
dated July 1, 1999 ********
10.11 Special Severance Agreement between Registrant and Brian J. Keeney,
Dated May 1, 2000 Included herein
13 Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 2000 Included herein
21 Subsidiary of Registrant Included herein
23 Consent of Independent Public Accountants Included herein
99 Notice of 2001 Annual Meeting and Proxy Statement *********
*Previously filed as part of Report on Form 10-K for 1998, filed on March 29,
1999, as exhibit 3(i), which exhibit is incorporated herein by reference.
**Previously filed as part of Report on Form 10-K for 1999, filed on March 29,
2000, as exhibit 3(ii), which exhibit is incorporated herein by reference.
*** "Incentive Compensation Plan" and "Board Compensation Committee Report"
appearing on pages 14 and 9, respectively, of the Registrant's Proxy Statement
for its Annual Meeting of Stockholders to be held April 17, 2001 are
incorporated herein by reference.
****Previously filed as an exhibit to Form 10-K which exhibit is incorporated
herein by reference.
***** Previously filed as part of Report on Form 10-K for 1995, filed on March
22, 1996, as exhibit 10(b), which exhibit is incorporated herein by reference.
****** Employment agreement previously filed as part of Report on Form 10-K for
1995, filed on March 22, 1996, as exhibit 10(c), which exhibit is incorporated
herein by reference. The December 18, 1996, January 2, 1998, and January 6, 1999
amendments to Mr. Johnson's employment agreement each involved an increase in
Mr. Johnson's base annual salary, the dollar amounts of which were previously
disclosed in Form 10-K. Mr. Johnson's current base annual salary is disclosed in
Exhibit 99 to this Form 10-K filing.
******* Previously filed as part of Report on Form 10-K for 1999, filed on March
29, 2000, as exhibit 10.5, which exhibit is incorporated herein by reference.
Mr. Lupinacci's current base annual salary is disclosed in Exhibit 99 to this
Form 10-K filing.
******** Previously filed as part of Report on Form 10-K for 1999, filed on
March 29, 2000, as exhibits 10.6, 10.7, 10.8, and 10.9, which exhibits are
incorporated herein by reference.
*********The Corporation's Proxy Statement for its Annual Meeting of
Stockholders to be held April 17, 2001 was submitted in electronic format on
March 7, 2001 and is incorporated herein by reference.
(b) Reports on Form 8-K
None
(c) Exhibits
Exhibits as listed under 14(a) 3. above are submitted as a separate section
of this report.
(d) Financial Statement Schedules - None
7
Signatures
Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE FIRST OF LONG ISLAND CORPORATION
(Registrant)
Dated: March 20, 2001 By /s/ J. WILLIAM JOHNSON
J. WILLIAM JOHNSON, President
(principal executive officer)
By /s/ MARK D. CURTIS
MARK D. CURTIS, Senior Vice
President and Treasurer
(principal financial officer and
principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signatures Titles Date
- ---------- ------ ----
/s/ J. WILLIAM JOHNSON President, Chairman MARCH 20, 2001
J. William Johnson of the Board, Chief
Executive Officer
/s/ ALLEN E. BUSCHING Director MARCH 20, 2001
Allen E. Busching
/s/ PAUL T. CANARICK Director MARCH 20, 2001
Paul T. Canarick
/s/ BEVERLY ANN GEHLMEYER Director MARCH 20, 2001
Beverly Ann Gehlmeyer
/s/ HOWARD THOMAS HOGAN, JR. Director MARCH 20, 2001
Howard Thomas Hogan, Jr.
/s/ J. DOUGLAS MAXWELL, JR. Director MARCH 20, 2001
J. Douglas Maxwell, Jr.
/s/ JOHN R. MILLER III Director MARCH 20, 2001
John R. Miller III
/s/ WALTER C. TEAGLE III Director MARCH 20, 2001
Walter C. Teagle III
8
EXHIBIT INDEX
EXHIBIT BEGINS
ON SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- --------------
3 (i) Certificate of Incorporation, as amended *
3 (ii) By-laws, as amended **
10.1 Incentive Compensation Plan ***
10.2 1986 Stock Option and Appreciation Rights Plan ****
10.3 1996 Stock Option and Appreciation Rights Plan *****
10.4 Amendment to 1996 Stock Option and Appreciation Rights Plan
dated February 20, 2001 10
10.5 Employment Agreement Between Registrant and J. William Johnson,
dated January 31, 1996, as amended December 18, 1996, January 2, 1998,
and January 6, 1999 ******
10.6 Employment Agreement between Registrant and Arthur J. Lupinacci, Jr.,
dated July 1, 1999 *******
10.7 Amended Special Severance Agreement between Registrant and Donald L.
Manfredonia, dated July 1, 1999 ********
10.8 Amended Special Severance Agreement between Registrant and Joseph G. Perri,
dated July 1, 1999 ********
10.9 Amended Special Severance Agreement between Registrant and Richard Kick,
dated July 1, 1999 ********
10.10 Amended Special Severance Agreement between Registrant and Mark D. Curtis,
dated July 1, 1999 ********
10.11 Special Severance Agreement between Registrant and Brian J. Keeney,
dated May 1, 2000 13
13 Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 2000 18
21 Subsidiary of Registrant 73
23 Consent of Independent Public Accountants 75
99 Notice of 2001 Annual Meeting and Proxy Statement *********
*Previously filed as part of Report on Form 10-K for 1998, filed on March 29,
1999, as exhibit 3(i), which exhibit is incorporated herein by reference.
**Previously filed as part of Report on Form 10-K for 1999, filed on March 29,
2000, as exhibit 3(ii), which exhibit is incorporated herein by reference.
*** "Incentive Compensation Plan" and "Board Compensation Committee Report"
appearing on pages 14 and 9, respectively, of the Registrant's Proxy Statement
for its Annual Meeting of Stockholders to be held April 17, 2001 are
incorporated herein by reference.
****Previously filed as an exhibit to Form 10-K which exhibit is incorporated
herein by reference.
***** Previously filed as part of Report on Form 10-K for 1995, filed on March
22, 1996, as exhibit 10(b), which exhibit is incorporated herein by reference.
****** Employment agreement previously filed as part of Report on Form 10-K for
1995, filed on March 22, 1996, as exhibit 10(c), which exhibit is incorporated
herein by reference. The December 18, 1996, January 2, 1998, and January 6, 1999
amendments to Mr. Johnson's employment agreement each involved an increase in
Mr. Johnson's base annual salary, the dollar amounts of which were previously
disclosed in Form 10-K. Mr. Johnson's current base annual salary is disclosed in
Exhibit 99 to this Form 10-K filing.
******* Previously filed as part of Report on Form 10-K for 1999, filed on March
29, 2000, as exhibit 10.5, which exhibit is incorporated herein by reference.
Mr. Lupinacci's current base annual salary is disclosed in Exhibit 99 to this
Form 10-K filing.
******** Previously filed as part of Report on Form 10-K for 1999, filed on
March 29, 2000, as exhibits 10.6, 10.7, 10.8, and 10.9, which exhibits are
incorporated herein by reference.
*********The Corporation's Proxy Statement for its Annual Meeting of
Stockholders to be held April 17, 2001 was submitted in electronic format on
March 7, 2001 and is incorporated herein by reference.
9
EXHIBIT 10.4 - AMENDMENT TO 1996 STOCK OPTION AND APPRECIATION RIGHTS PLAN DATED
FEBRUARY 20, 2001
10
AMENDMENT TO THE FIRST OF LONG ISLAND CORPORATION 1996 STOCK OPTION
& APPRECIATION RIGHTS PLAN
1. The first sentence of Section 1 of the Plan is hereby amended to read as
follows:
"This Stock Option and Appreciation Rights Plan is intended to provide a
method whereby certain officers and directors of the First of Long Island
Corporation and its Subsidiaries who are largely responsible for the
management, growth and protection of the business, and who are making and
can continue to make substantial contributions to the success of the
business, may be encouraged to acquire a larger stock ownership in the
Corporation, thus increasing their proprietary interest in the business,
providing them with greater incentive for their continued employment, and
promoting the interests of the Corporation and all its stockholders."
2. The following definitions shall be inserted in Section 2 of the Plan:
"Non-Employee Director" means a "Non-Employee Director" within the meaning
of Rule 16b-3(b)(3) under the Securities Exchange Act of 1934.
"Outside Director" means a Director who: (a) is not a current employee of
the Corporation or any member of an affiliated group which includes the
Corporation; (b) is not a former employee of the Corporation who receives
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year; (c) has not been an officer of
the Corporation; (d) does not receive remuneration from the Corporation,
either directly or indirectly, in any capacity other than as a director,
except as otherwise permitted under Code Section 162(m) and regulations
thereunder. For this purpose, remuneration includes any payment in exchange
for goods or services. This definition shall be further governed by the
provisions of Code Section 162(m) and regulations promulgated thereunder.
3. The first sentence of the first paragraph of Section 3 of the Plan is
hereby amended to read as follows:
"The Plan shall be administered by the Committee composed of three or more
members who are appointed by the Board, all of whom shall be Non-Employee
Directors and Outside Directors, who shall serve at the pleasure of the
Board."
4. The last sentence of the first paragraph of Section 3 of the Plan is hereby
deleted.
5. A sentence shall be added to the end of the second paragraph of Section 3
which reads as follows:
"The Committee shall have the authority to select the individuals to whom
Options and Appreciation Rights shall be granted and enter into an
agreement with the Grantee specifying the terms and conditions of the
Option and/or Appreciation Rights, not inconsistent with the terms of the
Plan."
6. A new Section 4(d) shall be inserted which reads as follows:
"No Grantee may, during any fiscal year of the Corporation, receive grants
of Options or Appreciation Rights under this Plan which, in the aggregate,
exceed 25,000 shares."
7. The first sentence of Section 5 of the Plan is hereby amended to read as
follows:
"The Committee may from time to time, subject to the provisions of the
Plan, grant Options to Key Employees including employee directors and
members of the Board who are Non-Employee Directors to purchase shares of
Common Stock allotted in accordance with Section 4 of the Plan."
8. Section 8(a) of the Plan is hereby amended to read as follows:
"Options shall be granted only to those Key Employees including employee
directors and members of the Board who are Non-Employee Directors who are
selected by the Committee, and Appreciation Rights shall be granted only to
those Key Employees including employee directors who are selected by the
Committee.
9. Section 8(b) of the Plan shall be deleted in its entirety.
11
10. Section 8(d)(i) of the Plan shall be amended to read as follows:
"to select the Key Employees including employee directors and members of
the Board who are Non-Employee Directors to be granted Options and to
select the Key Employees including employee directors to be granted
Appreciation Rights (it being understood that more than one Option or
Appreciation Right may be granted to the same person),"
IN WITNESS WHEREOF, the Employer has caused its duly authorized officer to
execute this Amendment as of the date set forth below.
Dated: February 20, 2001
THE FIRST OF LONG ISLAND CORPORATION
By: /s/ J. William Johnson
----------------------------
J. William Johnson
Its: Chairman of the Board, President, and
Chief Executive Officer
Adopted by the Board of Directors - February 20, 2001
12
EXHIBIT 10.11 - SPECIAL SEVERANCE AGREEMENT BETWEEN REGISTRANT
AND BRIAN J. KEENEY
13
THE FIRST OF LONG ISLAND CORPORATION
SPECIAL SEVERANCE AGREEMENT
AGREEMENT dated as of May 1, 2000 by and between THE FIRST OF LONG ISLAND
CORPORATION (hereinafter referred to as "FLIC") and BRIAN J. KEENEY (hereinafter
referred to as the "Officer").
1. Term.
The term of this agreement shall be for a period commencing on the date
hereof and ending on June 30, 2001. The term shall be automatically renewed for
additional one (1) year terms, unless the Board of Directors of FLIC chooses not
to renew and notifies Officer of such intention not to renew at least thirty
(30) days prior to the end of a term; provided, however, that FLIC may not
decline to renew during any period of time in which the Board of Directors is
actively negotiating a transaction the consummation of which would result in
Officer becoming entitled to a Termination Payment hereunder.
2. Termination Payment.
A. Officer will be entitled to a payment (the "Termination Payment")
equal to One Hundred Per Cent (100%) of his then current annual base salary (the
dollar amount so calculated being hereafter referred to as the "Full
Severance"), and FLIC shall make such Termination Payment to Officer, in the
event of the occurrence of any of the following:
(i) The employment of Officer is terminated by The First National
Bank Of Long Island ("FNBLI") within twenty-four months after a Change Of
Control Event (as hereinafter defined);
(ii) Officer resigns his employment with FNBLI for Good Reason
(as hereinafter defined) within twenty-four months after a Change of Control
Event; or
(iii) The employment of Officer is terminated by FNBLI within
twenty-four months after any entity, person or group shall have acquired more
than twenty per cent (20%) of the voting shares of FLIC and, at the time of such
termination, the Chief Executive Officer of FNBLI serving in that capacity as of
the first day of the term hereof, or of the then current renewal term, as the
case may be, shall have ceased to be employed by FNBLI in such capacity.
B. Officer will be entitled to a Termination Payment equal to Sixty
Six and Two Thirds Per Cent (66 2/3%) of the Full Severance in the event that
Officer shall resign for any reason during the period beginning on the
thirty-first day after a Change of Control Event and ending on the sixtieth day
after such event.
C. In the event that Officer shall become entitled to a Termination
Payment pursuant to Section 2(A) or 2(B) hereof, FLIC shall, at no cost to
Officer, continue to provide family medical and dental coverage to Officer for a
period of twelve (12) months after Officer ceases to be employed by FNBLI, on
terms and conditions substantially the same as FNBLI may, from time to time,
make available to its employees generally during such period; provided, however,
that the obligation of FLIC to
14
provide such coverage shall cease on the date when another employer makes
substantially comparable coverage available to Officer, regardless of whether
the benefits made available by such employer require a contribution on the part
of Officer.
D. FLIC may elect to discharge its obligation to make the Termination
Payment and provide such insurance coverage by causing FNBLI, its wholly owned
subsidiary, to do so.
3. Non-Waiver.
The failure of Officer to resign upon the occurrence of a particular event
constituting Good Reason hereunder shall not bar the Officer from resigning upon
the subsequent occurrence of any other or further event constituting Good
Reason, and thereby becoming eligible to receive the Termination Payment,
provided that such resignation occurs within twenty-four months after a Change
of Control Event.
4. Ineligibility For Termination Payment.
Regardless of whether a Change of Control Event shall have occurred,
Officer shall not be entitled to any Termination Payment in the event that his
employment is terminated (i) by reason of his death, normal retirement or
disability, or (ii) by FNBLI for Cause (as hereinafter defined).
5. Definitions.
A. "Good Reason" for resignation by Officer of his employment shall
mean the occurrence (without the Officer's express written consent) of any one
of the following acts or omissions to act by FLIC or FNBLI:
(i) The assignment to Officer of any duties materially
inconsistent with the nature and status of his responsibilities immediately
prior to a Change of Control Event, or a substantial adverse alteration in the
nature or status of his responsibilities from those in effect immediately prior
to the Change of Control Event; provided, however, that a redesignation of his
title shall not in and of itself constitute Good Reason if his overall duties
and status within FLIC and FNBLI are not substantially adversely affected.
(ii) A reduction in his annual base salary as in effect at the
time of a Change of Control Event. For purposes hereof, "annual base salary"
shall mean regular basic annual compensation prior to any reduction therein
under a salary reduction agreement pursuant to Section 401(k) or Section 125 of
the Internal Revenue Code and, without limitation, shall exclude fees, bonuses,
incentive awards or similar payments.
(iii) The failure by FLIC or FNBLI to pay Officer any portion of
his current compensation, or to pay him any portion of an installment of a
deferred compensation amount under any deferred compensation program, within
fourteen (14) days of the date such compensation is due.
B. "Cause" shall mean any of the following:
15
(i) The willful and continued failure by Officer to substantially
perform his duties, as they may be defined by FLIC or FNBLI from time to time,
or to abide by the written policies of FLIC or FNBLI after a written demand for
substantial performance is delivered to him by the Chief Executive Officer of
FLIC or FNBLI, as the case may be, which specifically identifies the manner in
which he has failed substantially to perform his duties or has failed to abide
by such written policies, and
(ii) The willful engaging by Officer in conduct which is
materially injurious to FLIC or FNBLI, monetarily or otherwise. For the purpose
of the preceding sentence, no act, or failure to act, on the part of Officer
shall be deemed "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his act, or failure to act, was in the
best interest of FLIC or FNBLI, as the case may be.
C. "Change of Control Event" shall mean the occurrence of any one of
the following:
(i) Continuing Outside Directors (as hereinafter defined) no
longer constitute at lease two-thirds (2/3) of Outside Directors (as hereinafter
defined) of FLIC;
(ii) There shall be consummated a merger or consolidation of
FLIC, unless at least two-thirds (2/3) of Continuing Outside Directors are to
continue to constitute at least two-thirds (2/3) of Continuing Directors;
(iii) At least two-thirds (2/3) of Continuing Outside Directors
determine that action taken by stockholders constitutes a Change of Control
Event; or
(iv) FNBLI is no longer a wholly-owned subsidiary of FLIC.
D. "Continuing Outside Director" shall mean any individual who is not
an employee of FLIC or FNBLI and who (i) is a director of FLIC as of the date
hereof, (ii) prior to election as a director is nominated by at least two-thirds
(2/3) of the Continuing Outside Directors, or (iii) following election as a
director is designated a Continuing Outside Director by at least two-thirds
(2/3) of Continuing Outside Directors.
E. "Outside Director" shall mean an individual who is not an employee
of FLIC or FNBLI who is a director of FLIC.
6. Withholding Taxes; Other Deductions.
FLIC and FNBLI shall have the right (i) to deduct from any payments due
under this Agreement amounts sufficient to cover withholding as required by law
for any federal, state or local taxes and any amounts due from the Officer to
FLIC or FNBLI and (ii) to take such other action as may be necessary to satisfy
any such withholding or other obligations, including but not limited to
withholding amounts equal to such taxes or obligations from any other amounts
due or to become due from FLIC or FNBLI to Officer.
16
7. Miscellaneous.
A. Employment at Will. Nothing contained herein shall be construed as
an agreement that Officer will continue to be employed by FNBLI for any
particular period of time and the employment of Officer may be terminated by
FNBLI at any time.
B. Accrued Rights. The determination of the Board of Directors of FLIC
not to renew this Agreement shall not deprive Officer of any right that has
accrued to Officer during the term hereof by reason of the occurrence during the
term of this Agreement of an event described in Section "2" hereof.
C. Notices. Any notices required to be given under this Agreement
shall be in writing and shall be sent by certified mail, return receipt
requested, to FLIC at 10 Glen Head Road, Glen Head, New York 11545, Attention:
Chief Executive Officer, and to you at your residence address as reflected in
the records of FLIC; or to such other address as either party may designate by
written notice to the other.
D. Controlling Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed therein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
THE FIRST OF LONG ISLAND CORPORATION
By: /s/ J. William Johnson
-----------------------------
J. William Johnson, Chairman
/s/ Brian J. Keeney
-----------------------------
Brian J. Kenney
17
EXHIBIT 13 - REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2000
18
[LOGO] The First of Long Island
The First of Long Island Corporation
[PHOTO OMITTED]
2000
ANNUAL REPORT
19
COMPANY PROFILE
Business of the Corporation
The First of Long Island Corporation ("Corporation") is a one-bank holding
company organized under the laws of the State of New York. Its primary business
is the operation of its sole subsidiary, The First National Bank of Long Island
("Bank").
The Bank was organized in 1927 under national banking laws and became the
sole subsidiary of the Corporation under a plan of reorganization effected April
30, 1984.
The Bank is a full service commercial bank which provides a broad range of
financial services to individual, professional, corporate, institutional, and
government customers through its twenty-two branch system in Long Island and
Queens.
The First of Long Island Agency, Inc. was organized in 1994 under the laws
of the State of New York, as a subsidiary of the Bank to conduct business as a
licensed insurance agency engaged in the sale of insurance, primarily fixed
annuity products.
The Bank is subject to regulation and supervision of the Federal Reserve
Board, the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation which also insures its deposits. The Comptroller of the Currency is
the primary banking agency responsible for regulating the subsidiary Bank. In
addition, the Corporation is subject to the regulations and supervision of the
Federal Reserve Board and the Securities and Exchange Commission.
CONTENTS
Selected Financial Data..................................................... 1
Letter to Stockholders...................................................... 2
Marketing Message .......................................................... 4
Board of Directors.......................................................... 7
Senior Management .......................................................... 8
Management's Discussion and Analysis of Financial Condition and Results of
Operations ............................................................... 9
Management's Responsibility for Financial Reporting ........................ 19
Consolidated Financial Statements and Notes ................................ 20
Report of Independent Public Accountants ................................... 42
Official Staff ............................................................. 43
Annual Meeting Notice ...................................................... 44
Business Development Board ................................................. IBC
20
SELECTED FINANCIAL DATA
The following is selected consolidated financial data for the past five
years. This data should be read in conjunction with the information contained
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the accompanying consolidated financial
statements and related notes.
2000 1999* 1998 1997 1996
------------- ------------ ------------- ------------- -------------
INCOME STATEMENT DATA:
Total Interest Income ...................... $ 38,822,000 $ 33,963,000 $ 32,682,000 $ 30,401,000 $ 28,585,000
Total Interest Expense ..................... 13,106,000 9,513,000 9,867,000 9,197,000 8,492,000
Net Interest Income ........................ 25,716,000 24,450,000 22,815,000 21,204,000 20,093,000
Provision for Loan Losses (Credit) ......... (75,000) -- (100,000) (100,000) --
Net Income ................................. 9,318,000 9,034,000 8,236,000 7,415,000 6,641,000
PER SHARE DATA:
Basic Earnings ............................. $3.19 $2.97 $2.65 $2.38 $2.12
Diluted Earnings ........................... 3.15 2.92 2.60 2.33 2.08
Cash Dividends Declared .................... .72 .64 .57 .49 .43
Stock Splits/Dividends Declared ............ -- -- -- 3-for-2 --
Book Value ................................. $24.50 $21.68 $20.59 $18.55 $16.97
BALANCE SHEET DATA AT PERIOD END:
Total Assets ............................... $ 625,992,000 $570,551,000 $ 546,127,000 $ 483,316,000 $439,941,000
Total Loans ................................ 192,909,000 182,774,000 170,718,000 154,730,000 152,682,000
Allowance for Loan Losses .................. 1,943,000 2,033,000 3,651,000 3,579,000 3,600,000
Total Deposits ............................. 550,472,000 503,189,000 479,231,000 422,759,000 384,361,000
Stockholders' Equity ....................... 70,866,000 64,233,000 63,744,000 57,743,000 53,157,000
AVERAGE BALANCE SHEET DATA:
Total Assets ............................... $ 600,326,000 $554,561,000 $ 508,982,000 $ 459,391,000 $435,822,000
Total Loans ................................ 186,451,000 176,078,000 164,063,000 153,733,000 150,090,000
Allowance for Loan Losses .................. 1,961,000 2,835,000 3,643,000 3,597,000 3,606,000
Total Deposits ............................. 530,850,000 486,532,000 445,266,000 402,392,000 383,091,000
Stockholders' Equity ....................... 66,711,000 65,406,000 61,037,000 55,116,000 50,342,000
FINANCIAL RATIOS:
Return on Average Total Assets (ROA) ....... 1.55% 1.63% 1.62% 1.61% 1.52%
Return on Average Stockholders' Equity (ROE) 13.97% 13.81% 13.49% 13.45% 13.19%
Average Equity to Average Assets ........... 11.11% 11.79% 11.99% 12.00% 11.55%
* Net income, earnings per share, ROA, and ROE for 1999 are before a $945,000 ($.31 per share) credit resulting from a transition
adjustment to the allowance for loan losses.
STOCK PRICES
The Corporation's Common Stock trades on The Nasdaq SmallCap Market tier of
The Nasdaq Stock Market under the symbol FLIC. The following table sets forth
high and low sales prices for the years ended December 31, 2000 and 1999.
2000 1999
------------------------ --------------------------
Quarter High Low High Low
- ------- -------- -------- -------- ---------
First $ 33 1/4 $ 29 3/8 $ 43 3/4 $ 40 1/2
Second 34 1/3 29 3/4 40 3/4 36
Third 42 33 1/2 37 1/4 26
Fourth 39 4/7 37 1/4 33 1/4 28 7/8
At December 31, 2000, there were 745 stockholders of record of the
Corporation's Common Stock. The number of stockholders of record includes banks
and brokers who act as nominees, each of whom may represent more than one
stockholder.
21
LETTER TO STOCKHOLDERS
TO OUR STOCKHOLDERS,
I am pleased to report on The First of Long Island's results for the year
2000. Earnings per share were up 8% over the prior year as earnings for 2000
were $3.15 per share as compared to $2.92 in 1999, excluding a special credit.
Our dividends declared were increased for the 22nd consecutive year. The
dividend declared this past December was $.38 per share, which is an increase of
12% over the amount declared in June 2000. Total dividends declared in 2000 were
$.72 per share.
An integral component of the growth in earnings was the increase in
checking balances. Average checking balances increased $17,400,000 or 10% over
the prior year. We are gratified by these results as we enjoyed an especially
productive year in the solicitation of new business relationships from
privately-owned businesses and professionals which, as our shareholders know, is
our most important market segment. Additionally, earnings were augmented by the
growth in money market type savings balances, the beneficial tax treatment
afforded some of the Company's subsidiaries and our share repurchase program. On
the negative side, there was a larger than average increase in personnel
expense, which was mostly attributable to retirement plan expense and new branch
openings. Despite the favorable effects of greater municipal income, our net
interest margin was lower due to the manner in which rates changed. Return on
Assets remained at a high level, being 1.55% versus 1.63% in 1999. Our Return on
Equity increased to approximately 14%.
Mortgage outstandings showed only modest increases over year-end 1999. This
was true of both residential and commercial mortgages, as our new production
declined in both categories. It would appear that the decline in residential
mortgage production was caused principally by the increase in mortgage rates,
which resulted in a significant decrease in the number of customers wanting to
refinance their existing mortgages.
We were extremely active in developing new branch sites this past year.
Three new offices were opened, and a lease was signed for a fourth branch, which
is scheduled to open in February 2001. Within a three-week period this past
Fall, we opened three new branches: our first office in Queens, at Cross Island
Plaza, near the intersection of Merrick Road and Cross Island Parkway, Allen
Boulevard in South Farmingdale and the other on New Highway in East Farmingdale.
The fourth office, opening in 2001, will be located in Deer Park. All four of
the new branches are commercial banking offices and are a continuance of our
commitment to privately-owned businesses and professionals.
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]
Earnings per share
1979 $.12
1980 $.23
1981 $.25
1982 $.31
1983 $.39
1984 $.57
1985 $.87
1986 $1.02
1987 $1.09
1988 $1.25
1989 $1.29
1990 $1.37
1991 $1.29
1992 $1.55
1993 $1.66
1994 $1.82
1995 $1.86
1996 $2.08
1997 $2.33
1998 $2.60
1999 $2.92
2000 $3.15
On a fully diluted basis
While we face many challenges in the years ahead, including technological
changes, mega cross-industry competition and the possibility of interest on
corporate checking, we remain confident of our ability to service our core
customers and to continue to attract such customers from the large banks. While
many of these banks have merged, reduced staff and closed offices, The First of
Long
22
Island has continued to open new branches and remains focused on privately-owned
businesses, professionals and service conscious consumers. By early February
2001, we will have opened seven new branches and moved a commercial banking
office to a full service facility in under three years.
This past year again was exciting on the technological front, as we
introduced Internet PC banking to all of our customers, both personal and
commercial. We had previously provided PC banking to businesses on a direct
dial-up basis. The new system is easier to use and, of course, does not require
installation. In addition to PC banking, we also offered our personal customers
the opportunity to pay bills either through PC or telephone banking. Telephone
banking was introduced to all our customers approximately six years ago and has
enjoyed exceptional growth and popularity. Through PC and telephone banking,
residential and business customers can perform a variety of tasks such as
reviewing account activity, checking balances, transferring funds, and making
stop payments. Telephone and PC banking are both extremely easy to use.
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]
Cash Dividends Declared Per Share
1979 $.01
1980 $.03
1981 $.03
1982 $.05
1983 $.07
1984 $.08
1985 $.12
1986 $.15
1987 $.17
1988 $.19
1989 $.19
1990 $.23
1991 $.25
1992 $.28
1993 $.31
1994 $.34
1995 $.37
1996 $.43
1997 $.49
1998 $.57
1999 $.64
2000 $.72
Other recent technological improvements being installed include the ability
of all full service branches to retrieve customer signatures regardless of the
branch in which the account is domiciled. In addition, customers' pictures will
be added to the computer file so that a photograph can be displayed to provide
further identification. We also expect to introduce "imaging" whereby our
customers will be able to receive concise reproductions of their checks in neat
8 1/2" x 11" pages for easy reference and filing. Business customers will be
able to have statements and data "returned" in CD-ROM format.
The technological advancements are exciting and, unfortunately, sometimes
expensive. However, we believe it is important to provide our customers not only
with exemplary personal service, which we believe is second to none, but also
new technology that will make their banking easier. As has been our hallmark,
our customers will always have the ability to speak with a "human voice". We
will continue to strive hard to meet our goals and look forward to the future
with a continuing commitment to maintain The First of Long Island as a premier
financial institution.
/s/ J. William Johnson
J. William Johnson
Chairman and Chief Executive Officer
23
BANKING FOR PRIVATELY-OWNED BUSINESSES, PROFESSIONALS
AND SERVICE CONSCIOUS CONSUMERS
For almost seventy-five years, The First National Bank of Long Island has
had a reputation for consistently providing customers with the highest caliber
of service uniquely tailored to meet their banking needs. Our twenty-two
branches are professionally staffed and conveniently located on Long Island, and
most recently, in Queens. Just as in 1927, our philosophy is evident in our
traditional style of banking. We still greet our customers by name and answer
our own phones. Exceptional service, attention to detail, and the delivery of
creative financing solutions are what our customers have grown to expect from
us.
The First of Long Island has consistently ranked among the highest rated
banks for overall financial strength.
Our full service and commercial branches are staffed by seasoned,
professional account officers with broad based banking expertise, who focus on
building relationships, not transactions. Their ability to engender an effective
rapport with their customers and acquire an intimate knowledge of those
customers' needs is especially important given the often impersonal nature of
banking in today's marketplace. We are committed to providing the highest level
of service to our customers.
Our success grows out of a strong belief that the business owner and
professional deserve to be serviced as a "select" customer.
The commercial banking strategy is not a new story at The First of Long
Island. Strategically located and richly decorated, our commercial banking
offices accommodate the distinctive needs of our business customers. As a
result, banking with The First of Long Island offers the privacy and fast
service that every business owner and professional deserves. Utilizing this
concept, we continue to expand our branch locations across Long Island and
beyond. It is our belief that our ability to maintain a long-term, mutually
respectful relationship with our customers is of considerable value to us all.
Analyzing business needs, providing solutions and sound financial
recommendations as well as prompt responses to customer inquiries are
determinants of The First of Long Island's being the 'big bank' alternative.
We continue to introduce new and innovative solutions for the benefit of
our customers.
We were one of the first banks on Long Island to install ATMs, and we
continue to believe that technological advancements in today's environment
should enhance the way information and services can be used by our customers.
ATM and telephone banking have been available for some time, and this past year
online banking and bill payment were introduced to our customers. We will
continue to initiate new and innovative solutions for everyone's benefit as part
of our efforts to expedite service and make banking easier. We expect to begin
photograph and signature scanning in the Spring and check imaging during the
latter part of this year.
The security and safety of the Bank's and customers' assets continue to be
of paramount importance at The First of Long Island. Photograph & Signature
Scanning capabilities are being implemented to accommodate as well as protect
our customers. Signature cards will be scanned into our computer network. When a
new account is opened, a photograph of the customer is taken and electronically
attached to the signature file. Our tellers can automatically identify a
customer in an expedient fashion.
Check Imaging is a check processing solution that will provide many
benefits to our customers. This innovative system will greatly improve response
time to customer requests for check and statement reproduction. It allows
employees to perform quick and expedient research based on individual client
needs. Statements will be returned accompanied by printed pages of checks in a
neat 8 1/2 by 11 inch format. Another option for business customers is delivery
by CD-ROM or e-statement via the Internet, which allows customers to perform
their own research anytime, anywhere! The overall flexibility of check imaging
should be an important factor in continued customer satisfaction. Quick, easy,
and secure service from the First of Long Island.
For over a quarter of a century we have offered investment management
services, professional trust and estate administration, and custodial services
to a diverse cross-section of clients. These services mirror the Bank's overall
dedication to meeting the financial needs of its customers. With assets in the
Trust and Investment Management Department exceeding $225 million, we offer the
highest quality estate planning and investment management as well as executor,
trust and custodial services. While other institutions require minimum
portfolios of seven or eight figures, The First of Long Island's services are
available for an opening amount as low as $250,000. Providing investment
management expertise by seasoned professionals and offering low account minimums
reinforces our dedication to satisfying the needs of all our customers.
As it has done for almost three-quarters of a century, The First National
Bank of Long Island endeavors to distinguish itself from its competition. We
have a deeply rooted commitment to provide unparalleled service in all our
contacts with our customers - privately-owned businesses, professionals and the
service conscious consumer.
We will continue to work hard to deliver the overall service quality often
lacking in banking today.
The First of Long Islands is here for today ... and tomorrow.
24
BOARD OF DIRECTORS
[PHOTO OMITTED]
Rear, l to r: Walter C. Teagle III, Allen E. Bushing, J. William Johnson, Howard
Thomas Hogan, Jr., Paul T. Canarick, J. Douglas Maxwell, Jr. Seated, l to r:
John R. Miller III, Beverly Ann Gehlmeyer
J. William Johnson
Chairman and
Chief Executive Officer
Allen E. Busching
Principal, B&B Capital
(consulting and private investment)
Paul T. Canarick
President and Principal
Paul Todd, Inc.
(construction company)
Beverly Ann Gehlmeyer
Tax Manager and Principal
Gehlmeyer & Gehlmeyer, P.C.
(certified public accounting firm)
Howard Thomas Hogan, Jr.
Hogan & Hogan
(lawyer, private practice)
J. Douglas Maxwell, Jr.
Chairman and Chief Executive Officer
NIRx Medical Technologies Corp.
(medical technology)
John R. Miller III
President and Publisher
Equal Opportunity Publications, Inc.
(publishing)
Walter C. Teagle III
Executive Vice President
Lexent Inc.
(telecommunication services)
25
SENIOR MANAGEMENT
[PHOTO OMITTED]
Rear, l to r: Mark D. Curtis, Arthur J. Lupinacci, Jr., Brian J. Keeney, Donald
L. Manfredonia Seated, l to r: Richard Kick, Joseph G. Perri
THE FIRST OF LONG ISLAND CORPORATION
OFFICERS
J. William Johnson
Chairman and
Chief Executive Officer
Arthur J. Lupinacci, Jr.
Executive Vice President and
Chief Administrative Officer
Mark D. Curtis
Senior Vice President and Treasurer
Brian J. Keeney
Senior Vice President
Richard Kick
Senior Vice President
Donald L. Manfredonia
Senior Vice President
Joseph G. Perri
Senior Vice President and Secretary
Wayne B. Drake
Assistant Treasurer
THE FIRST NATIONAL BANK OF LONG ISLAND
EXECUTIVE OFFICERS
J. William Johnson
Chairman and
Chief Executive Officer
Arthur J. Lupinacci, Jr.
Executive Vice President and
Chief Administrative Officer
Donald L. Manfredonia
Executive Vice President
Senior Lending Officer
Joseph G. Perri
Executive Vice President
Senior Commercial Marketing Officer
Mark D. Curtis
Senior Vice President
Chief Financial Officer and Cashier
Brian J. Keeney
Senior Vice President
Executive Trust Officer
Richard Kick
Senior Vice President
Senior Operations and
Senior Retail Loan Officer
26
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors that have affected the Corporation's financial condition and
operating results during the periods included in the accompanying consolidated
financial statements, and should be read in conjunction with such financial
statements. The Corporation's financial condition and operating results
principally reflect those of its wholly-owned subsidiary, The First National
Bank of Long Island (the "Bank"). The Corporation's primary service area is
Nassau and Suffolk Counties, Long Island.
Overview
2000 Versus 1999 Summary. The Corporation earned $3.15 per share in 2000 as
compared to $2.92 in 1999, an increase of 8%. The 1999 earnings are before a
transition adjustment to the allowance for loan losses that added $.31 per
share. Based on 2000 net income of $9,318,000, the Corporation returned 1.55% on
average total assets and 13.97% on average total equity as compared to returns
of 1.63% and 13.81% in 1999. Total assets and deposits were $625,992,000 and
$550,472,000, respectively, at December 31, 2000, representing increases over
prior year-end balances of 9.7% and 9.4%, respectively. Despite continued
purchases under the Corporation's stock repurchase program, total capital before
unrealized gains and losses on available-for-sale securities grew by $4,647,000
in 2000, or approximately 7%, and the Corporation's capital ratios continue to
substantially exceed the current regulatory criteria for a well-capitalized
bank. In addition, the Corporation's liquidity continues to be strong.
The most important factor in the increase in earnings for 2000 was an
increase in checking account balances. Average checking balances for 2000 were
up approximately $17.4 million, or just over 10%. As in prior years, the Bank
was able to use the growth of checking balances as a key strategy in increasing
earnings per share. Also important to the earnings increase was growth in money
market savings type balances, the preferential tax treatment afforded certain of
the Bank's subsidiaries, and the positive impact of the Corporation's share
repurchase program. The earnings enhancement brought about by these items was
partially offset by a decrease in net interest yield and an increase in
personnel expense.
When comparing year-end balances, the Bank's mortgage loan portfolio grew
by 5.2% in 2000 as compared to 11.5% in 1999 and 8.8% in 1998. The 2000 growth
is comprised of an increase in commercial mortgages of 3.3% and an increase in
residential mortgages, including home equity loans and lines, of 7.4%. This
compares to increases of 7.6% for commercial mortgages and 15.9% for residential
mortgages in 1999. The decreased growth rate for residential mortgage loans
experienced in the 2000 year is believed to be partially attributable to an
increase in mortgage rates and a resulting reduction in the desire of customers
to refinance their existing residential mortgages. Commercial mortgages continue
to be the Bank's most important loan product.
The Bank's portfolios of tax-exempt securities and collateralized mortgage
obligations ("CMOs") grew during 2000, while the U.S. Treasury portfolio
declined. This occurred as a result of management's efforts to take advantage of
the better returns afforded by municipal securities and CMOs relative to the
Treasury sector. Savings and money market deposits were up 7.9% when comparing
year-end 2000 to 1999 primarily because of growth in "Select Savings". The
Select Savings product is a statement savings account that earns a higher money
market rate.
2000 was a successful year from the standpoint of the Corporation's stock
repurchase program in that the Corporation was able to repurchase a bit more
than 84,000 shares of common stock, representing approximately 3% of total
shares outstanding at the beginning of the year. This compares to repurchases of
approximately 143,000 and 34,000 shares in 1999 and 1998, respectively. The
stock repurchase program has been used by management to enhance earnings per
share and return on average stockholders' equity (ROE). Of the total increase in
earnings per share for 2000 of 23 cents, approximately 6.5 cents is attributable
to the repurchase program.
1999 Versus 1998 Summary. Before a transition adjustment to the allowance
for loan losses, the Corporation earned $2.92 per share in 1999 as compared to
$2.60 in 1998, an increase of 12%. Based on 1999 net income of $9,034,000 before
the transition adjustment, the Corporation returned 1.63% on average total
assets and 13.81% on average total equity as compared to returns of 1.62% and
13.49% in 1998. Total assets and deposits were $570,551,000 and $503,189,000,
respectively, at December 31, 1999, representing increases over prior year-end
balances of almost 5%. Despite a significantly increased level of activity under
the Corporation's stock repurchase program, total capital before unrealized
gains and losses on available-for-sale securities grew by $3,089,000 in 1999, or
approximately 5%, and the
27
Corporation's capital ratios continued to substantially exceed the regulatory
criteria for a well-capitalized bank. In addition, the Corporation's liquidity
continued to be strong.
The most important factor in the increase in earnings for 1999 before the
transition adjustment was an increase in checking account balances. Average
checking balances for 1999 were up approximately $15.7 million, or just over
10%. As in prior years, the Bank was able to use the growth of checking balances
as a key strategy in increasing earnings per share. Also important to the
earnings increase was growth in money market savings type balances and service
charge income.
When comparing year-end balances, the Bank's mortgage loan portfolio grew
by 11.5% in 1999 as compared to 8.8% in 1998 and .7% in 1997. The 1999 growth is
comprised of an increase in commercial mortgages of 7.6% and an increase in
residential mortgages, including home equity loans and lines, of 15.9%. The
increased growth rate for mortgage loans experienced in 1999 and 1998 was
primarily attributable to increased solicitation efforts coupled with excellent
conditions in the Long Island economy and relatively low mortgage rates which
resulted in an increase in the desire of customers to refinance their existing
residential mortgages. Commercial mortgages continued to be the Bank's most
important loan product.
The Bank's portfolios of tax-exempt securities and collateralized mortgage
obligations ("CMOs") grew during 1999, while the U.S. Treasury portfolio
declined. This occurred as a result of management's efforts to take advantage of
the better returns afforded by municipal securities and CMOs relative to the
Treasury sector. Savings and money market deposits were up 7.6% when comparing
year-end 1999 to 1998 primarily because of growth in Select Savings and
nonpersonal money market balances.
1999 was a successful year from the standpoint of the Corporation's stock
repurchase program in that the Corporation was able to repurchase almost 143,000
shares of common stock, representing approximately 5% of total shares
outstanding at the beginning of the year. This compares to repurchases of
approximately 34,000 and 53,000 shares in 1998 and 1997, respectively.
28
Net Interest Income
Average Balance Sheet; Interest Rates and Interest Differential. The
following table sets forth the average daily balances for each major category of
assets, liabilities and stockholders' equity as well as the amounts and average
rates earned or paid on each major category of interest-earning assets and
interest-bearing liabilities.
2000 1999* 1998*
-------------------------------- ------------------------------ -----------------------------
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
----------- --------- --------- ---------- --------- ------- --------- -------- ------
Assets: (dollars in thousands)
Federal funds sold.................. $ 80,387 $ 5,044 6.27% $ 69,860 $ 3,439 4.92% $ 56,355 $ 2,953 5.24%
Investment securities:
Taxable .......................... 204,272 12,725 6.23 192,824 11,646 6.04 194,380 12,039 6.19
Nontaxable (1) ................... 96,141 6,832 7.11 84,040 5,705 6.79 69,334 4,706 6.79
Loans (1) (2) ...................... 186,451 16,596 8.90 176,078 15,171 8.62 164,063 14,661 8.94
---------- --------- ------- --------- -------- ------ -------- ------- ------
Total interest-earning assets (1) .. 567,251 41,197 7.26 522,802 35,961 6.88 484,132 34,359 7.10
--------- ------- --------- ------ ------- ------
Allowance for loan losses .......... (1,961) (2,835) (3,643)
---------- ---------- --------
Net interest-earning assets......... 565,290 519,967 480,489
Cash and due from banks............. 22,026 20,954 17,429
Premises and equipment, net ........ 6,695 6,444 5,424
Other assets ....................... 6,315 . 7,196 5,640
---------- ---------- --------
$600,326 $ 554,561 $508,982
========== ========== ========
Liabilities and
Stockholders' Equity:
Savings and money
market deposits .................. $303,530 11,127 3.67 $ 280,124 7,984 2.85 $251,930 7,998 3.17
Time deposits ...................... 41,105 1,979 4.81 37,617 1,529 4.06 40,219 1,869 4.65
---------- --------- ------- ---------- --------- ------ -------- ------- ------
Total interest-bearing deposits .... 344,635 13,106 3.80 317,741 9,513 2.99 292,149 9,867 3.38
---------- --------- ------- ---------- --------- ------ -------- ------- ------
Checking deposits (3) .............. 186,215 168,791 153,117
Other liabilities .................. 2,765 2,623 2,679
---------- ---------- --------
533,615 489,155 447,945
Stockholders' equity ............... 66,711 65,406 61,037
---------- ---------- --------
$600,326 $ 554,561 $508,982
========== ========== ========
Net interest income (1) ............ $ 28,091 $26,448 $24,492
========= ========= =======
Net interest spread (1) ............ 3.46% 3.89% 3.72%
========= ====== ======
Net interest yield (1).............. 4.95% 5.06% 5.06%
========= ====== ======
*Reclassified to conform to the current period's presentation
(1) Tax-equivalent basis. Interest income on a tax-equivalent basis includes
the additional amount of interest income that would have been earned if the
Bank's investment in tax-exempt loans and investment securities had been
made in loans and investment securities subject to federal income taxes
yielding the same after-tax income. The tax-equivalent amount of $1.00 of
nontaxable income was $1.52 in each year presented, based on a federal
income tax rate of 34%.
(2) For the purpose of these computations, nonaccruing loans are included in
the daily average loan amounts outstanding.
(3) Includes official check and treasury tax and loan balances.
29
Rate/Volume Analysis. The following table sets forth the effect of changes
in volumes, rates, and rate/volume on tax-equivalent interest income, interest
expense and net interest income.
Year Ended December 31,
----------------------------------------------------------------------------------
2000 versus 1999 1999 versus 1998*
Increase (decrease) due to changes in: Increase (decrease) due to changes in:
--------------------------------------- ----------------------------------------
Rate/ Net Rate/ Net
Volume Rate Volume (2) Change Volume Rate Volume (2) Change
--------- -------- --------- --------- ---------- -------- ---------- --------
(in thousands)
Interest Income:
Federal funds sold.................. $ 518 $944 $ 143 $1,605 $ 708 $ (179) $ (43) $ 486
Investment securities:
Taxable........................... 691 366 22 1,079 (96) (299) 2 (393)
Nontaxable (1).................... 821 267 39 1,127 998 1 - 999
Loans (1) .......................... 894 502 29 1,425 1,074 (525) (39) 510
--------- --------- ------- -------- ---------- -------- --------- --------
Total interest income .............. 2,924 2,079 233 5,236 2,684 (1,002) (80) 1,602
--------- --------- ------- -------- ---------- -------- --------- --------
Interest Expense:
Savings and money
market deposits .................. 667 2,285 191 3,143 895 (818) (91) (14)
Time deposits ...................... 142 282 26 450 (121) (234) 15 (340)
--------- --------- ------- -------- ---------- -------- --------- --------
Total interest expense ............. 809 2,567 217 3,593 774 (1,052) (76) (354)
--------- --------- ------- -------- ---------- -------- --------- --------
Increase (decrease) in net
interest income .................. $ 2,115 $(488) $ 16 $1,643 $ 1,910 $ 50 $ (4) $ 1,956
========= ========= ======= ======== ========== ======== ========= ========
* Reclassified to conform to the current period's presentation
(1) Tax-equivalent basis.
(2) Represents the change not solely attributable to change in rate or change
in volume but a combination of these two factors.
Net Interest Income - 2000 Versus 1999
Net interest income on a tax-equivalent basis increased by $1,643,000, or
6.2%, from $26,448,000 in 1999 to $28,091,000 in 2000. As can be seen from the
above rate/volume analysis, the increase is primarily comprised of a positive
volume variance of $2,115,000 and a negative rate variance of $488,000.
The positive volume variance was largely caused by growth in average
checking deposits and the use of such funds to purchase investment securities
and originate loans. When comparing 2000 to 1999, average checking deposits
increased by $17,424,000, or 10.3%. Also making a significant contribution to
the positive volume variance was growth in the overall balance of money market
type products and the use of such funds to purchase investment securities,
originate loans, and increase the Bank's overnight position in federal funds
sold. When comparing 2000 to 1999, the average balance for money market type
products increased by $25,340,000, or 10.7%.
Funding interest-earning asset growth with growth in checking deposits and
capital has a greater impact on net interest income than funding such growth
with interest-bearing deposits because checking deposits and capital, unlike
interest-bearing deposits, have no associated interest cost. The growth of
checking balances has historically been one of the Corporation's key strategies
for increasing earnings per share.
The Bank's calling program is a significant factor that favorably impacted
the growth in average checking balances noted when comparing 2000 to 1999, and
competitive pricing is a significant contributing factor with respect to the
growth in average interest-bearing deposits noted during the same period. In
addition, the growth in both checking and interest-bearing deposits is also
attributable to the Bank's attention to customer service and favorable
conditions in the local economy.
During the latter half of 1999 and the first half of 2000, there was an
escalation in short-term interest rates as evidenced by a 175 basis point
increase in the federal funds target rate. In addition, despite rising interest
rates, the yield on the Bank's mortgage loan portfolio was substantially
unchanged. This occurred because the origination and repricing of mortgage loans
during the period at current rates did not favorably impact the overall yield on
the portfolio. These
30
factors contributed to the reduction in the Bank's net interest spread and yield
from 3.89% and 5.06%, respectively, in 1999 to 3.46% and 4.95%, respectively, in
2000.
As more fully discussed in the Market Risk section of this Discussion and
Analysis of Financial Condition and Results of Operations, an increase in
interest rates should initially have a negative impact on the Bank's net
interest income. However, if interest rates are sustained at the higher levels
and the Bank can purchase securities and originate loans at yields higher than
those maturing and reprice loans at higher yields, the eventual impact on net
interest income should be positive. The reverse should be true of a decrease in
interest rates.
Net Interest Income - 1999 Versus 1998
Net interest income on a tax-equivalent basis increased by $1,956,000, or
8.0%, from $24,492,000 in 1998 to $26,448,000 in 1999. As can be seen from the
preceding rate/volume analysis, the increase is primarily attributable to a
positive volume variance of $1,910,000.
The positive volume variance was largely caused by growth in average
checking deposits and the use of such funds to purchase investment securities
and originate loans. When comparing 1999 to 1998, average checking deposits
increased by $15,674,000, or 10.2%. Also contributing to the positive volume
variance was growth in the overall balance of money market type products and
stockholders' equity and the use of such funds to purchase securities, originate
loans, and increase the Bank's overnight position in federal funds sold. When
comparing 1999 to 1998, the average balance for money market type products
increased by $28,971,000, or 13.9%, and average stockholders' equity increased
by $4,369,000, or 7.2%.
The Bank's calling program is a significant factor that favorably impacted
the growth in average checking balances noted when comparing 1999 to 1998, and
competitive pricing is a significant contributing factor with respect to the
growth in average interest-bearing deposits noted during the same period. In
addition, the growth in both checking and interest-bearing deposits is also
attributable to new branch openings in 1998 and early 1999, the Bank's attention
to customer service and excellent conditions in the local economy.
Net interest spread and yield were 3.89% and 5.06%, respectively, for 1999
as compared to 3.72% and 5.06%, respectively, for 1998. It would appear that a
principal cause for the increase in spread was that in January 1999 the Bank
lowered the rates paid on its traditional savings and interest-bearing checking
products to more closely align them with local market conditions.
In 1999, nontaxable investment securities represented 16.1% of total
average interest-earning assets, up from 14.3% in 1998 and 10.7% in 1997. The
continued increase in nontaxable securities resulted from management's efforts
to grow the longer-term, municipal securities portfolio in light of the
favorable returns offered by municipals relative to U.S. Treasury securities.
Noninterest Income, Noninterest Expense, and Income Taxes
Noninterest income includes service charges on deposit accounts, Trust
Department income, gains or losses on sales of available-for-sale securities,
and all other items of income, other than interest, resulting from the business
activities of the Corporation. Noninterest income was $4,525,000, $4,966,000,
and $4,596,000 in 2000, 1999, and 1998, respectively. The 9% decrease in
noninterest income in 2000 is primarily attributable to $229,000 in losses
realized on sales of available-for-sale securities and the loss of several
accounts that incurred large maintenance/activity and overdraft check charges.
The securities losses resulted from the execution of a loss program in which the
Bank sold municipal securities with an amortized cost of approximately $7.7
million and then purchased higher-yielding replacement securities of the same
type and slightly longer duration. The after-tax loss realized in 2000 will be
more than offset by the impact of higher future yields. The increase in
noninterest income for 1999 is largely comprised of increases in overdraft check
and maintenance/activity charges.
Noninterest expense is comprised of salaries, employee benefits, occupancy
and equipment expense and other operating expenses incurred in supporting the
various business activities of the Corporation. Noninterest expense was
$17,567,000 and $16,321,000 in 2000 and 1999, respectively, representing
increases over prior year amounts of $1,246,000, or 7.6%, and $852,000, or 5.5%.
The increase for 2000 is primarily comprised of an increase in salaries of
$450,000, or 5.9%, an increase in employee benefits expense of $533,000, or
almost 20%, and an increase in occupancy and equipment expense of $222,000, or
approximately 10%. The increase in salaries is largely attributable to normal
annual salary increases and new branch openings. The Bank opened three
commercial banking offices in the fourth quarter of 2000, two in Suffolk County,
Long Island and its first office in Queens County, New York. The increase in
employee benefits expense is primarily attributable to higher retirement plan
expense caused by, among other things,
31
growth in salaries of retirement plan participants, the negative impact of
changing interest rates on required employer contributions, and an accrual for
directors' retirement benefits. The increase in occupancy and equipment expense
in 2000 is largely attributable to an increase in depreciation expense resulting
from significant capital expenditures made in 1999 and 2000 and the new branch
openings.
The increase in noninterest expense for 1999 is primarily attributable to
an increase in salaries of $404,000, an increase in occupancy and equipment
expense of $233,000, and an increase in other operating expenses of $318,000.
The increase in salaries is primarily attributable to normal annual salary
increases and new branch openings. The Bank opened two commercial banking
offices in Suffolk County, Long Island in the third quarter of 1998, and an
additional commercial banking office in Nassau County, Long Island in January
1999. The increase in occupancy and equipment expense is primarily attributable
to the new branch openings and significant equipment upgrades made principally
in the Bank's branch system. The increase in other operating expenses, which
includes computer service expense, is partially attributable to the new branch
openings and equipment upgrades.
Income tax expense as a percentage of book income was 26.9%, 31.0%, and
31.6% in 2000, 1999, and 1998, respectively. The decrease in the percentage for
2000 is primarily attributable to an increase in the amount of tax-exempt income
on municipal securities, the establishment and funding by the Bank of a
subsidiary that qualifies as a real estate investment trust, and the funding by
the Bank of its investment subsidiary. The decrease in the percentage for 1999
is mostly attributable to an increase in the amount of tax-exempt income on
municipal securities.
Allowance and Provision For Loan Losses
The allowance for loan losses was $1,943,000 at December 31, 2000 as
compared to $2,033,000 at December 31, 1999, representing approximately 1.0% of
total loans at each date. The change in the allowance during 2000 is due to a
$75,000 credit provision for loan losses, chargeoffs of $56,000, and recoveries
of $41,000.
The allowance for loan losses is an amount that management currently
believes will be adequate to absorb estimated inherent losses in the Bank's loan
portfolio. In estimating a range for such losses the Bank selectively reviews
individual credits in its portfolio and, for those loans deemed to be impaired,
measures impairment losses based on either the fair value of collateral or the
discounted value of expected future cash flows. Losses for loans that are not
specifically reviewed are determined on a pooled basis taking into account a
variety of factors including historical losses; levels of and trends in
delinquencies and nonaccruing loans; trends in volume and terms of loans;
changes in lending policies and procedures; experience, ability and depth of
lending staff; national and local economic conditions; concentrations of credit;
and environmental risks.
In addition to reviewing its own portfolio, management also considers
relevant loan loss statistics for the Bank's peer group. Because the process for
estimating credit losses and determining the allowance for loan losses as of any
balance sheet date is subjective in nature and requires material estimates,
there is not an exact amount but rather a range for what constitutes an
appropriate allowance.
The amount of future chargeoffs and provisions for loan losses will be
affected by, among other things, economic conditions on Long Island. Such
conditions affect the financial strength of the Bank's borrowers and the value
of real estate collateral securing the Bank's mortgage loans. In addition,
future provisions and chargeoffs could be affected by environmental impairment
of properties securing the Bank's mortgage loans. Mortgage loans represent
approximately 81% of total loans outstanding at December 31, 2000. Environmental
audits for commercial mortgages were instituted by the Bank in 1987. Under the
Bank's current policy, an environmental audit is required on practically all
commercial-type properties that are considered for a mortgage loan. At the
present time, the Bank is not aware of any existing loans in the portfolio where
there is environmental pollution originating on the mortgaged properties that
would materially affect the value of the portfolio.
32
Asset Quality
The Corporation has identified certain assets as risk elements. These
assets present more than the normal risk that the Bank will be unable to
eventually collect or realize their full carrying value. The Corporation's risk
elements at December 31, 2000 and 1999 are as follows:
December 31,
--------------------------------
2000 1999
------------ -------------
(dollars in thousands)
Nonaccruing loans................................................. $ - $ 28
Foreclosed real estate ........................................... - -
------------ -------------
Total nonperforming assets ..................................... - 28
Troubled debt restructurings...................................... - -
Loans past due 90 days or more as to
principal or interest payments and still accruing............... 173 5
------------ -------------
Total risk elements............................................. $ 173 $ 33
============ =============
Nonaccruing loans as a percentage of total loans.................. .00% .02%
============ =============
Nonperforming assets as a percentage of total loans
and foreclosed real estate ..................................... .00% .02%
============ =============
Risk elements as a percentage of total loans and
foreclosed real estate ......................................... .09% .02%
============ =============
Capital
The Corporation's capital management policy is designed to build and
maintain capital levels that exceed regulatory standards. Under current
regulatory capital standards, banks are classified as well capitalized,
adequately capitalized or undercapitalized. Under such standards, a well
capitalized bank is one that has a total risk-based capital ratio equal to or
greater than 10%, a Tier 1 risk-based capital ratio equal to or greater than 6%,
and a Tier 1 leverage capital ratio equal to or greater than 5%. The
Corporation's total risk-based capital, Tier 1 risk-based capital and Tier 1
leverage capital ratios of 28.42%, 27.65% and 11.19%, respectively, at December
31, 2000 substantially exceed the requirements for a well-capitalized bank.
During the 2000 year, total stockholders' equity increased by $6,633,000
from $64,233,000 at December 31, 1999 to $70,866,000 at December 31, 2000. The
increase in stockholders' equity is primarily attributable to the combined
effect of net income of $9,318,000, repurchases of common stock amounting to
$2,819,000, unrealized gains on available-for-sale securities of $1,986,000, and
cash dividends declared of $2,094,000.
Stock Repurchase Program. Since 1988, the Corporation has had a stock
repurchase program under which it can purchase, from time to time, shares of its
own common stock in market or private transactions. The Board of Directors
approved three stock repurchase plans in 2000, one for 35,000 shares in
February, an additional plan for 35,000 shares in July, and the most recent plan
for 50,000 shares in October. Total shares purchased in 2000 are 84,435, of
which 24,476 were purchased under a plan approved in 1999. Currently there are
64,308 shares that can be purchased under the plans approved in 2000.
Cash Flows and Liquidity
Cash Flows. During 2000, deposit growth provided cash of $47,283,000 and
operating activities provided cash of $10,962,000. These amounts were the
principal sources of funding the increase in cash and cash equivalents of
$26,498,000, investing activities of $27,149,000, cash dividends paid of
$2,002,000, and stock repurchases of $2,819,000.
As reflected in the accompanying consolidated balance sheet, the
$47,283,000 growth in deposits from year-end 1999 to year-end 2000 is comprised
of an increase in checking deposits of $18,754,000, or 10.6%, and an increase in
total interest-bearing deposits of $28,529,000, or 8.7%. The increase in
interest-bearing deposits is primarily attributable to growth in money market
balances.
Liquidity. The Corporation's primary sources of liquidity are its
overnight position in federal funds sold; its short-term investment securities
portfolio which generally consists of securities purchased to mature within one
year and securities with average lives of one year or less; maturities and
monthly payments on the balance of the investment securities portfolio and the
loan portfolio; and, to the extent not pledged, investment securities designated
as available-
33
for-sale. At December 31, 2000, the Corporation had $87,800,000 in federal funds
sales, a short-term securities portfolio of $31,418,000, and available-for-sale
securities not subject to pledge agreements of $50,234,000. The Corporation's
liquidity is enhanced by its stable deposit base which primarily consists of
checking, savings and money market accounts. Such accounts comprised 92.0% of
total deposits at December 31, 2000, while time deposits of $100,000 and over
and other time deposits comprised only 3.6% and 4.4%, respectively.
The Bank attracts all of its deposits through its banking offices primarily
from the communities in which those banking offices are located and does not
solicit brokered deposits. In addition, the Bank has not historically relied on
purchased or borrowed funds as sources of liquidity.
Market Risk
The Bank invests in interest-earning assets which are funded by
interest-bearing deposits, noninterest-bearing deposits, and capital. The Bank's
results of operations are subject to risk resulting from interest rate
fluctuations generally and having assets and liabilities that have different
maturity, repricing, and prepayment/withdrawal characteristics. The Bank defines
interest rate risk as the risk that the Bank's earnings and/or net portfolio
value (defined below) will change when interest rates change. The principal
objective of the Bank's asset/liability management activities is to maximize net
interest income while at the same time maintaining acceptable levels of interest
rate and liquidity risk and facilitating the funding needs of the Bank.
Because the Bank's loans and investment securities generally reprice slower
than its interest-bearing deposit accounts, an increase in interest rates should
initially have a negative impact on the Bank's net interest income. However,
since approximately 39% of the Bank's average interest-earning assets are funded
by noninterest-bearing checking deposits and capital, if rates are sustained at
the higher levels and the Bank can purchase securities and originate loans at
yields higher than those maturing and reprice loans at higher yields, the
eventual impact on net interest income should be positive. The reverse should be
true of a decrease in interest rates.
The Bank monitors and controls interest rate risk through a variety of
techniques including the use of interest rate sensitivity models and traditional
interest rate sensitivity gap analysis. Through use of the models, the Bank
projects future net interest income and then estimates the effect on projected
net interest income of various changes in interest rates and balance sheet
growth rates. The Bank also uses the models to calculate the change in net
portfolio value ("NPV") over a range of interest rate change scenarios. Net
portfolio value is the present value of expected future cash flows from assets
less the present value of expected cash flows from liabilities. Traditional gap
analysis involves arranging the Bank's interest-earning assets and
interest-bearing liabilities by repricing periods and then computing the
difference, or interest-rate sensitivity gap, between the assets and liabilities
which are estimated to reprice during each time period and cumulatively through
the end of each time period.
Both interest rate sensitivity modeling and gap analysis involve a variety
of significant estimates and assumptions and are done at a specific point in
time. Interest rate sensitivity modeling requires, among other things, estimates
of: (1) how much and when yields and costs on individual categories of
interest-earning assets and interest-bearing liabilities will adjust because of
projected changes in market interest rates; (2) future cash flows; and (3)
discount rates.
Gap analysis requires estimates as to when individual categories of
interest-sensitive assets and liabilities will reprice and assumes that assets
and liabilities assigned to the same repricing period will reprice at the same
time and in the same amount. Like sensitivity modeling, gap analysis does not
fully take into account the fact that the repricing of some assets and
liabilities is discretionary and subject to competitive and other pressures.
Changes in the estimates and assumptions made for interest rate sensitivity
modeling and gap analysis could have a significant impact on projected results
and conclusions. Therefore, these techniques may not accurately reflect the
actual impact of general interest rate movements on the Bank's net interest
income or net portfolio value.
The following table is provided pursuant to the market risk disclosure
rules set forth in Item 305 of Regulation S-K of the Securities and Exchange
Commission. The information provided in the table is based on significant
estimates and assumptions and constitutes, like certain other statements
included herein, a forward-looking statement. The base case information in the
table shows (1) an estimate of the Corporation's NPV at December 31, 2000
arrived at by discounting estimated future cash flows at current market rates
and (2) an estimate of net interest income for 2001 assuming that maturing
assets or liabilities are replaced with new balances of the same type, in the
same amount, and at current rate levels and repricing balances are adjusted to
current rate levels. The rate change information in the table shows estimates of
NPV at December 31, 2000 and net interest income for 2001 assuming rate changes
of plus 100 and 200 basis points and minus 100 and 200 basis points. Rate
changes are assumed to be shock or immediate changes and occur uniformly across
the yield curve regardless of the duration to maturity or repricing of specific
assets and liabilities. In projecting
34
future net interest income under the indicated rate change scenarios, activity
is simulated by replacing maturing balances with new balances of the same type,
in the same amount, but at the assumed rate level and adjusting repricing
balances to the assumed rate level.
Based on the foregoing assumptions and as depicted in the table below, an
immediate decrease in interest rates would have a positive effect on net
interest income over a one-year time period. This is principally because the
Bank's interest-bearing deposit accounts reprice faster than its loans and
investment securities. However, over a longer period of time, and assuming that
interest rates remain stable after the initial rate decrease and the Bank
purchases securities and originates loans at yields lower than those maturing
and reprices loans at lower yields, the impact should be negative. This occurs
primarily because with the passage of time more loans and investment securities
will reprice at the lower rates and there will be no offsetting reduction in
interest expense for those loans and investment securities funded by
noninterest-bearing checking deposits and capital. The opposite should be true
of an immediate increase in interest rates followed by rate stabilization.
Net Portfolio Value (NPV) Net Interest Income
at December 31, 2000 for 2001
------------------------- -------------------
Percent Percent
Change Change
From From
Rate Change Scenario Amount Base Case Amount Base Case
- --------------------------------------- --------- ----------- ------ ---------
(dollars in thousands)
+ 200 basis point rate shock .......... $50,535 (31.3)% $23,334 (9.1)%
+ 100 basis point rate shock .......... 61,758 (16.1) 24,495 (4.5)
Base case (no rate change) ......... 73,568 -- 25,656 --
- - 100 basis point rate shock .......... 86,057 17.0 26,817 4.5
- - 200 basis point rate shock .......... 99,223 34.9 27,680 7.9
The following table summarizes the Corporation's cumulative interest rate
sensitivity gap at December 31, 2000 based upon significant estimates and
assumptions that the Corporation believes to be reasonable.
Repricing Date
-------------------------------------------------------------------------------------------
Over Over Over
Three Six One Year
Three Months Months Total Through Over Non-
Months Through Through Within Five Five interest-
or Less Six Months One Year One Year Years Years Sensitive Total
--------- --------- --------- --------- --------- --------- --------- ---------
(in thousands)
Assets:
Federal funds sold ................. $ 87,800 $ -- $ -- $ 87,800 $ -- $ -- $ -- $ 87,800
Investment securities .............. 37,364 15,222 22,958 75,544 144,241 89,158 1,098 310,041
Loans .............................. 69,411 13,866 27,727 111,004 63,291 18,054 (1,383) 190,966
Other assets ....................... -- -- -- -- -- -- 37,185 37,185
--------- --------- --------- --------- --------- --------- --------- ---------
194,575 29,088 50,685 274,348 207,532 107,212 36,900 625,992
--------- --------- --------- --------- --------- --------- --------- ---------
Liabilities and Stockholders' Equity:
Checking deposits .................. -- -- -- -- -- -- 195,617 195,617
Savings and money market deposits .. 240,361 5,816 9,082 255,259 22,080 33,342 -- 310,681
Time deposits ...................... 28,056 8,937 4,808 41,801 2,364 9 -- 44,174
Other liabilities .................. -- -- -- -- -- -- 4,654 4,654
Stockholders' equity ............... -- -- -- -- -- -- 70,866 70,866
--------- --------- --------- --------- --------- --------- --------- ---------
268,417 14,753 13,890 297,060 24,444 33,351 271,137 625,992
--------- --------- --------- --------- --------- --------- --------- ---------
Interest-rate sensitivity gap ......... $ (73,842) $ 14,335 $ 36,795 $ (22,712) $ 183,088 $ 73,861 $(234,237) $ --
========= ========= ========= ========= ========= ========= ========= =========
Cumulative interest-rate
sensitivity gap ...................... $ (73,842) $ (59,507) $ (22,712) $ (22,712) $ 160,376 $ 234,237 $ -- $ --
========= ========= ========= ========= ========= ========= ========= =========
35
Regulatory Matters
Pending Legislation. Commercial checking deposits currently account for
approximately 26% of the Bank's total deposits. Congress is currently
considering legislation that would allow customers to cover checks by sweeping
funds from interest-bearing deposit accounts each business day and repeal the
prohibition of the payment of interest on corporate checking deposits in the
future. Although management currently believes that the Bank's earnings could be
more severely impacted by permitting the payment of interest on corporate
checking deposits than the daily sweeping of funds from interest-bearing
accounts to cover checks, either could have a material adverse impact on the
Bank's future results of operations.
Examinations. The subsidiary Bank was examined by the Office of the
Comptroller of the Currency in the fourth quarter of 1999. The examination was a
regularly scheduled safety and soundness examination and also included a review
of the Bank's compliance with the Community Reinvestment Act and consumer
compliance laws and the Bank's Year 2000 preparedness. Management is not aware,
nor has it been apprised, of any recommendations by regulatory authorities that
involve a material effect on the Corporation's liquidity, capital resources, or
operations.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting For Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). This Statement establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133, as later amended by SFAS No. 137 and SFAS No. 138, is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. The adoption
of SFAS No. 133 will not impact the Corporation's accounting and disclosures.
In September 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 140 "Accounting For Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
140"). This Statement replaces SFAS No. 125 "Accounting For Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
125"). It revises the standards for accounting for securitizations and other
transfers of financial assets and collateral and requires certain disclosures,
but it carries over most of SFAS No. 125's provisions without reconsideration.
SFAS No. 140 is generally effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31, 2001. The
Corporation is still assessing the impact, if any, of SFAS No. 140 on its
accounting and disclosures.
Forward Looking Statements
With respect to financial performance and business matters, Management's
Discussion and Analysis of Financial Condition and Results of Operations
contains various "forward-looking statements" within the meaning of that term as
set forth in Rule 175 of the Securities Act of 1933 and Rule 3b-6 of the
Securities Act of 1934. Such statements are contained in sentences including the
words "may" or "expect" or "could" or "should" or "would". The Corporation
cautions that these forward-looking statements are subject to numerous
assumptions, risks and uncertainties, and therefore actual results could differ
materially from those contemplated by the forward-looking statements. In
addition, the Corporation assumes no duty to update forward-looking statements.
36
MANAGEMENT'S RESPONSIBILITY
FOR FINANCIAL REPORTING
The management of The First of Long Island Corporation is responsible for
the preparation of the consolidated financial statements, related financial data
and other information in this annual report. The consolidated financial
statements are prepared in accordance with generally accepted accounting
principles and include amounts based on management's estimates and judgment
where appropriate. Financial information appearing throughout this annual report
is consistent with the consolidated financial statements.
In meeting its responsibility both for the reliability and integrity of
these statements and information, management depends on its accounting systems
and related internal control structures. These systems and controls have been
designed to provide reasonable assurances that assets are safeguarded and that
transactions are authorized and recorded in accordance with established
procedures and that reliable records are maintained. As an integral part of the
internal control structure, the Corporation maintains a staff of internal
auditors who monitor compliance with and assess the effectiveness of the
internal control structure and coordinate audit coverage with the independent
auditors.
The Corporation's Examining Committee of the Board of Directors, composed
solely of outside directors, meets regularly with the Corporation's internal
auditors, independent auditors and regulatory examiners to review matters
relating to financial reporting, internal control structure and the nature,
extent and results of the audit effort. The independent auditors, internal
auditors and banking regulators have direct access to the Examining Committee
with or without management present.
The consolidated financial statements for each of the three years in the
period ended December 31, 2000 have been audited by Arthur Andersen LLP,
independent public accountants, who render an independent professional opinion
on management's consolidated financial statements. Their appointment was
approved by the Board of Directors. The examinations provide an objective
assessment of the degree to which the Corporation's management meets its
responsibility for financial reporting. Their opinion on the consolidated
financial statements is based on auditing procedures which include reviewing
internal control structures and performing selected tests of transactions and
records as deemed appropriate. These auditing procedures are designed to provide
a reasonable level of assurance that the consolidated financial statements are
fairly presented in all material respects.
37
CONSOLIDATED BALANCE SHEETS
December 31,
----------------------------------
2000 1999*
------------ -----------
Assets:
Cash and due from banks ........................................... $ 23,872,000 $21,174,000
Federal funds sold................................................. 87,800,000 64,000,000
------------- ------------
Cash and cash equivalents ....................................... 111,672,000 85,174,000
------------- ------------
Investment securities:
Held-to-maturity, at amortized cost (fair
value of $229,045,000 and $187,258,000).................. 226,361,000 189,998,000
Available-for-sale, at fair value (amortized cost
of $82,582,000 and $103,125,000) ........................ 83,680,000 100,865,000
------------- ------------
310,041,000 290,863,000
------------- ------------
Loans:
Commercial and industrial................................... 30,514,000 30,296,000
Secured by real estate ..................................... 155,283,000 147,598,000
Consumer.................................................... 7,504,000 5,284,000
Other ...................................................... 560,000 549,000
------------- ------------
193,861,000 183,727,000
Unearned income............................................. (952,000) (953,000)
------------- ------------
192,909,000 182,774,000
Allowance for loan losses .................................. (1,943,000) (2,033,000)
------------- ------------
190,966,000 180,741,000
------------- ------------
Bank premises and equipment, net................................... 7,021,000 6,746,000
Prepaid income taxes............................................... - 194,000
Deferred income tax benefits ..................................... - 1,197,000
Other assets....................................................... 6,292,000 5,636,000
------------- ------------
$625,992,000 $570,551,000
============= =============
Liabilities:
Deposits:
Checking.................................................... $195,617,000 $176,863,000
Savings and money market.................................... 310,681,000 287,805,000
Time, other ................................................ 24,255,000 23,853,000
Time, $100,000 and over .................................... 19,919,000 14,668,000
------------- ------------
550,472,000 503,189,000
Accrued expenses and other liabilities............................. 4,137,000 3,129,000
Current income taxes payable....................................... 91,000 -
Deferred income taxes payable...................................... 426,000 -
------------- ------------
555,126,000 506,318,000
------------- ------------
Commitments and Contingent Liabilities (Note G)
Stockholders' Equity:
Common stock, par value $.10 per share:
Authorized, 20,000,000 shares;
Issued and outstanding, 2,892,549 and 2,962,803 shares......... 289,000 296,000
Surplus ........................................................... 1,188,000 2,258,000
Retained earnings ................................................. 68,737,000 63,013,000
------------- ------------
70,214,000 65,567,000
Accumulated other comprehensive income (loss), net of tax ......... 652,000 (1,334,000)
------------- ------------
70,866,000 64,233,000
------------- ------------
$625,992,000 $570,551,000
============= ============
* Reclassified to conform to the current period's presentation
See notes to consolidated financial statements
38
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
-------------------------------------------------
2000 1999 1998
------------ ------------ ------------
Interest income:
Loans........................................................... $16,544,000 $ 15,113,000 $14,584,000
Investment securities:
Taxable..................................................... 12,725,000 11,646,000 12,039,000
Nontaxable ................................................. 4,509,000 3,765,000 3,106,000
Federal funds sold.............................................. 5,044,000 3,439,000 2,953,000
------------- ------------- -------------
38,822,000 33,963,000 32,682,000
------------- ------------- -------------
Interest expense:
Savings and money market deposits .............................. 11,127,000 7,984,000 7,998,000
Time deposits................................................... 1,979,000 1,529,000 1,869,000
------------- ------------- -------------
13,106,000 9,513,000 9,867,000
------------- ------------- -------------
Net interest income ........................................ 25,716,000 24,450,000 22,815,000
Provision for loan losses (credit) ................................. (75,000) - (100,000)
------------- ------------- -------------
Net interest income after provision for loan losses (credit) ..... 25,791,000 24,450,000 22,915,000
------------- ------------- -------------
Noninterest income:
Trust Department income......................................... 1,131,000 1,153,000 1,116,000
Service charges on deposit accounts............................. 2,972,000 3,258,000 2,986,000
Net gains (losses) on sales of available-for-sale securities. (229,000) - -
Other ......................................................... 651,000 555,000 494,000
------------- ------------- -------------
4,525,000 4,966,000 4,596,000
------------- ------------- -------------
Noninterest expense:
Salaries ....................................................... 8,136,000 7,686,000 7,282,000
Employee benefits .............................................. 3,215,000 2,682,000 2,785,000
Occupancy and equipment expense ................................ 2,410,000 2,188,000 1,955,000
Other operating expenses ....................................... 3,806,000 3,765,000 3,447,000
------------- ------------- -------------
17,567,000 16,321,000 15,469,000
------------- ------------- -------------
Income before income taxes and transition
adjustment to allowance for loan losses................... 12,749,000 13,095,000 12,042,000
Income tax expense.................................................. 3,431,000 4,061,000 3,806,000
------------- ------------- -------------
Net income before transition adjustment to
allowance for loan losses.............................. 9,318,000 9,034,000 8,236,000
Transition adjustment to allowance for loan
losses, net of income taxes of $655,000 ........................ - 945,000 -
------------- ------------- -------------
Net Income.................................................. $9,318,000 $9,979,000 $8,236,000
============= ============= =============
Weighted average:
Common shares................................................... 2,922,345 3,041,536 3,105,496
Dilutive stock options ......................................... 39,402 50,137 66,336
------------- ------------- -------------
2,961,747 3,091,673 3,171,832
============= ============= =============
Earnings per share before transition
adjustment to allowance for loan losses:
Basic........................................................... $3.19 $2.97 $2.65
============= ============= =============
Diluted ........................................................ $3.15 $2.92 $2.60
============= ============= =============
Earnings per share:
Basic........................................................... $3.19 $3.28 $2.65
============= ============= =============
Diluted ........................................................ $3.15 $3.23 $2.60
============= ============= =============
See notes to consolidated financial statements
39
CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
Accumulated
Other
Common Stock Compre- Compre-
------------------------ hensive Retained hensive
Shares Amount Surplus Income Earnings Income (Loss) Total
---------- ------------ ------------ ------------ ------------ ------------ ------------
Balance, January 1, 1998 ........ 3,113,061 $ 311,000 $ 5,471,000 $ 51,494,000 $ 467,000 $ 57,743,000
Net Income ...................... $ 8,236,000 8,236,000 8,236,000
Repurchase and retirement
of common stock ................. (33,637) (3,000) (1,563,000) (1,566,000)
Exercise of stock options ....... 16,547 2,000 216,000 218,000
Unrealized gains on available-
for-sale-securities, net of
tax of $553,000 ................. 799,000 799,000 799,000
-------------
Comprehensive income ............ $ 9,035,000
=============
Cash in lieu of fractional shares
on 3-for-2 stock split .......... (14,000) (14,000)
Cash dividends declared -
$.57 per share .................. (1,767,000) (1,767,000)
Tax benefit of stock options .... 95,000 95,000
---------- ------------ ------------ ------------ ------------ ------------
Balance, December 31, 1998 ...... 3,095,971 310,000 4,219,000 57,949,000 1,266,000 63,744,000
Net Income ...................... $ 9,979,000 9,979,000 9,979,000
Repurchase and retirement
of common stock ................. (142,797) (15,000) (5,101,000) (5,116,000)
Exercise of stock options ....... 9,629 1,000 136,000 137,000
Unrealized losses on available-
for-sale-securities, net of
tax of $1,803,000 ............... (2,600,000) (2,600,000) (2,600,000)
------------
Comprehensive income ............ $ 7,379,000
============
Cash dividends declared -
$.64 per share .................. (1,915,000) (1,915,000)
Tax benefit of stock options .... 4,000 4,000
Transfer from retained
earnings to surplus ......... 3,000,000 (3,000,000)
---------- ------------ ------------ ------------ ------------ -----------
Balance, December 31, 1999 ...... 2,962,803 296,000 2,258,000 63,013,000 (1,334,000) 64,233,000
Net Income ...................... $ 9,318,000 9,318,000 9,318,000
Repurchase and retirement
of common stock ................. (84,435) (8,000) (2,811,000) (2,819,000)
Exercise of stock options ....... 14,181 1,000 222,000 223,000
Unrealized gains on available-
for-sale-securities, net of
tax of $1,372,000 ............... 1,986,000 1,986,000 1,986,000
------------
Comprehensive income ............ $ 11,304,000
============
Cash dividends declared -
$.72 per share .................. (2,094,000) (2,094,000)
Tax benefit of stock options .... 19,000 19,000
Transfer from retained
earnings to surplus ......... 1,500,000 (1,500,000)
---------- ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2000 ...... 2,892,549 $ 289,000 $ 1,188,000 $ 68,737,000 $ 652,000 $ 70,866,000
========= ============ ============ ============ ============ ============
See notes to consolidated financial statements
40
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
---------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents 2000 1999 1998
------------- ------------- -------------
Cash Flows From Operating Activities:
Net income .............................................................. $ 9,318,000 $9,979,000 $8,236,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses (credit) .................................. (75,000) - (100,000)
Transition adjustment to allowance for loan losses, net of
income taxes....................................................... - (945,000) -
Deferred income tax provision ....................................... 252,000 67,000 114,000
Depreciation and amortization ....................................... 918,000 801,000 613,000
Premium amortization (discount accretion) on investment
securities, net.................................................... (243,000) 868,000 (46,000)
Net losses on sales of available-for-sale securities................. 229,000 - -
Decrease (increase) in prepaid income taxes.......................... 194,000 (37,000) 11,000
Increase in other assets............................................. (656,000) (147,000) (476,000)
Increase (decrease) in accrued expenses and other liabilities........ 915,000 (101,000) 239,000
Increase in income taxes payable..................................... 110,000 - -
------------- ------------- -------------
Net cash provided by operating activities ........................... 10,962,000 10,485,000 8,591,000
------------- ------------- -------------
Cash Flows From Investing Activities:
Proceeds from sales of available-for-sale securities..................... 7,423,000 - -
Proceeds from maturities and redemptions of investment securities:
Held-to-maturity....................................................... 229,246,000 67,042,000 64,533,000
Available-for-sale..................................................... 13,765,000 9,718,000 4,669,000
Purchase of investment securities:
Held-to-maturity....................................................... (250,235,000) (69,999,000) (61,320,000)
Available-for-sale..................................................... (16,005,000) (28,241,000) (33,718,000)
Net increase in loans to customers ........................................ (10,150,000) (12,074,000) (15,816,000)
Purchases of bank premises and equipment .................................. (1,193,000) (1,235,000) (1,888,000)
------------- ------------- -------------
Net cash used in investing activities................................ (27,149,000) (34,789,000) (43,540,000)
------------- ------------- -------------
Cash Flows From Financing Activities:
Net increase in total deposits .......................................... 47,283,000 23,958,000 56,472,000
Proceeds from exercise of stock options ................................ 223,000 137,000 218,000
Repurchase and retirement of common stock ............................... (2,819,000) (5,116,000) (1,566,000)
Cash dividends paid...................................................... (2,002,000) (1,837,000) (1,668,000)
Cash in lieu of fractional shares on 3-for-2 stock split................. - - (14,000)
------------- ------------- -------------
Net cash provided by financing activities ........................... 42,685,000 17,142,000 53,442,000
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents....................... 26,498,000 (7,162,000) 18,493,000
Cash and cash equivalents, beginning of year .............................. 85,174,000 92,336,000 73,843,000
------------- ------------- -------------
Cash and cash equivalents, end of year..................................... $111,672,000 $85,174,000 $92,336,000
============= ============= =============
Supplemental Schedule of Noncash:
Investing Activities
Unrealized gains (losses) on available-for-sale securities .............. $ 3,358,000 $ (4,403,000) $1,351,000
Transfer of available-for-sale securities to held-to-maturity category... 14,836,000 - -
Financing Activities
Tax benefit from exercise of employee stock options ..................... 19,000 4,000 95,000
Cash dividends payable ...................................... ........... 1,099,000 1,007,000 929,000
The Corporation made interest payments of $13,016,000, $9,523,000, and
$9,858,000 and income tax payments of $2,875,000, $4,031,000, and $3,683,000 in
2000, 1999 and 1998, respectively.
See notes to consolidated financial statements
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of The First of
Long Island Corporation (the "Corporation") and its wholly-owned subsidiary, The
First National Bank of Long Island (the "Bank"). The Corporation's financial
condition and operating results principally reflect those of the Bank. All
intercompany balances and amounts have been eliminated. In preparing the
consolidated financial statements, management is required to make estimates and
assumptions that affect the reported asset and liability balances and revenue
and expense amounts. Actual results could differ significantly from those
estimates.
The accounting and reporting policies of the Corporation reflect banking
industry practice and conform to generally accepted accounting principles. The
following is a summary of the significant accounting policies.
Investment Securities
Current accounting standards require that investment securities be
classified as held-to-maturity, trading, or available-for-sale. The trading
category is not applicable to any securities in the Bank's portfolio because the
Bank does not buy or hold debt or equity securities principally for the purpose
of selling in the near term. Held-to-maturity securities are those debt
securities which the Bank has the intent and ability to hold to maturity, and
are reported at amortized cost. Available-for-sale securities are those debt and
equity securities which are neither held-to-maturity securities nor trading
securities and are reported at fair value, with unrealized gains and losses, net
of the related income tax effect, included in accumulated other comprehensive
income. Realized gains and losses on the sale of available-for-sale securities
are determined using the specific identification method.
Loans and Allowance For Loan Losses
Loans are reported at their outstanding principal balance less any
chargeoffs, allowance for loan losses, and unearned income. Interest on loans is
credited to income based on the principal amount outstanding. Unearned discounts
are recognized as income over the terms of the loans by the interest method.
Nonrefundable loan origination fees are deferred and amortized as yield
adjustments over the lives of the related loans.
The accrual of interest income is generally discontinued when a loan
becomes 90 days past due as to principal or interest payments. In addition, any
accrued but unpaid interest is reversed against current period income. The Bank
considers nonaccruing loans to be impaired under Statement of Financial
Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan"
("SFAS No. 114"). The valuation allowance for nonaccrual and other impaired
loans is reported within the overall allowance for loan losses.
The allowance for loan losses is established through provisions for loan
losses charged against income and reductions in the allowance are credited to
income. Amounts deemed to be uncollectible are charged against the allowance for
loan losses, and subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is an amount that management currently
believes will be adequate to absorb estimated inherent losses in the Bank's loan
portfolio. In estimating a range for such losses the Bank selectively reviews
individual credits in its portfolio and, for those loans deemed to be impaired,
measures impairment losses based on either the fair value of collateral or the
discounted value of expected future cash flows. Losses for loans that are not
specifically reviewed are determined on a pooled basis taking into account a
variety of factors including historical losses; levels of and trends in
delinquencies and nonaccruing loans; trends in volume and terms of loans;
changes in lending policies and procedures; experience, ability and depth of
lending staff; national and local economic conditions; concentrations of credit;
and environmental risks.
In addition to reviewing its own portfolio, management also considers
relevant loan loss statistics for the Bank's peer group. Because the process for
estimating credit losses and determining the allowance for loan losses as of any
balance sheet date is subjective in nature and requires material estimates,
there is not an exact amount but rather a range for what constitutes an
appropriate allowance.
Bank Premises and Equipment
Bank premises and equipment are carried at cost, less accumulated
depreciation and amortization. Depreciation and amortization expense are
computed principally using the straight-line method over the estimated useful
lives of the assets.
42
Checking Deposits
Each of the Bank's commercial checking accounts has a related
noninterest-bearing sweep account. The sole purpose of the sweep accounts is to
reduce the noninterest-bearing reserve balances that the Bank is required to
maintain with the Federal Reserve Bank, and thereby increase funds available for
investment. Although the sweep accounts are classified as savings accounts for
regulatory purposes, they are included in checking deposits in the accompanying
consolidated balance sheets.
Income Taxes
A current tax liability or asset is recognized for the estimated taxes
payable or refundable on tax returns for the current year. A deferred tax
liability or asset is recognized for the estimated future tax effects
attributable to temporary differences and carryforwards. The measurement of
deferred tax assets is reduced, if necessary, by the amount of any tax benefits
that, based on available evidence, are not expected to be realized. The
measurement of current and deferred tax liabilities and assets is based on
provisions of the enacted tax law. The effects of future changes in tax laws or
rates are not considered.
Fair Values of Financial Instruments
The following methods and assumptions are used by the Corporation in
estimating fair values of financial instruments as disclosed herein.
Cash and cash equivalents. The carrying amount of cash and cash equivalents
is their fair value.
Investment securities. For investment securities other than commercial
paper, fair values are based on quoted market prices. All of the commercial
paper in the Bank's investment portfolio as of December 31, 2000 and 1999 had a
remaining maturity of less than thirty days. For these short-term instruments,
the carrying amount is a reasonable estimate of fair value.
Loans. Fair values are estimated for portfolios of loans with similar
financial characteristics. The total loan portfolio is first divided into
adjustable and fixed rate interest terms. For adjustable rate loans that are
subject to immediate repricing, the carrying amount less the related allowance
for loan losses is a reasonable estimate of fair value. For adjustable rate
loans that are subject to repricing over time and fixed rate loans, fair value
is calculated by discounting anticipated future repricing amounts or cash flows
using discount rates equivalent to the rates at which the Bank would currently
make loans which are similar with regard to collateral, maturity, and the type
of borrower. The discounted value of the repricing amounts and cash flows is
reduced by the related allowance for loan losses to arrive at an estimate of
fair value.
Deposit liabilities. The fair value of deposits with no stated maturity,
such as noninterest-bearing demand deposits, money market accounts, and savings
accounts, is equal to their carrying amount at December 31 of each year. The
fair value of time deposits is based on the discounted value of contractual cash
flows. The discount rate is equivalent to the rate currently offered by the Bank
for deposits of similar size, type and maturity.
Accrued interest receivable and payable. For these short-term instruments,
the carrying amount is a reasonable estimate of fair value.
Off-balance-sheet assets and liabilities. The fair value of
off-balance-sheet commitments to extend credit and letters of credit is
estimated using fees currently charged to enter into similar agreements.
Stockholders' Equity
Earnings Per Share. The Corporation adopted Statement of Financial
Accounting Standards No. 128 "Earnings Per Share" in the fourth quarter of 1997.
The 1996 earnings per share information included in the Selected Financial Data
has been restated to conform to the provisions of this Statement.
Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted average number of common shares outstanding for the
period. Diluted earnings per share, which reflects the potential dilution that
could occur if outstanding and exercisable stock options were exercised and
resulted in the issuance of common stock that then shared in the earnings of the
Corporation, is computed by dividing net income by the weighted average number
of common shares and dilutive stock options. Other than stock options and the
Rights described in Note H, the Corporation has no securities that could be
converted into common stock nor does the Corporation have any contracts that
could result in the issuance of common stock.
43
Stock Split. On December 17, 1997, the Corporation declared a 3-for-2 stock
split which was paid on February 2, 1998 by means of a 50% stock dividend. All
1996 share and per share amounts included in the Selected Financial Data have
been adjusted to reflect the effect of the split.
Stock Repurchase Program. Since 1988, the Corporation has had a stock
repurchase program under which it can purchase shares of its own common stock in
market or private transactions. As of December 31, 2000, and in accordance with
plans previously approved by its Board of Directors, the Corporation could
purchase 64,308 shares of stock.
Comprehensive Income
Comprehensive income includes net income and all other changes in equity
during a period except those resulting from investments by owners and
distributions to owners. Other comprehensive income includes revenues, expenses,
gains, and losses that under generally accepted accounting principles are
included in comprehensive income but excluded from net income. Comprehensive
income and accumulated other comprehensive income are reported net of related
income taxes. Accumulated other comprehensive income for the Corporation
consists solely of unrealized holding gains or losses on available-for-sale
securities.
Stock-Based Compensation
The Corporation accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" ("APB No. 25") and related
Interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Corporation's stock at the
date of grant over the amount an employee must pay to acquire the stock.
Compensation costs for stock appreciation rights are recorded annually based on
the quoted market price of the Corporation's stock at the end of the period.
Trust and Investment Services Division
Assets held in a fiduciary capacity are not assets of the Corporation and,
accordingly, are not included in the accompanying financial statements. Trust
fees are recorded on the accrual basis.
Report of Independent Public Accountants
The notes to consolidated financial statements include selected information
as of December 31, 1998, 1997 and 1996 and for the years ended December 31, 1997
and 1996 that is not covered by the Report of Independent Public Accountants.
This information has been presented in order to comply with the Form 10-K
reporting requirements.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 "Accounting For Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). This Statement establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133, as later amended by SFAS No. 137 and SFAS No. 138, is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. The adoption
of SFAS No. 133 will not impact the Corporation's accounting and disclosures.
In September 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 140 "Accounting For Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
140"). This Statement replaces SFAS No. 125 "Accounting For Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No.
125"). It revises the standards for accounting for securitizations and other
transfers of financial assets and collateral and requires certain disclosures,
but it carries over most of SFAS No. 125's provisions without reconsideration.
SFAS No. 140 is generally effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after March 31, 2001. The
Corporation is still assessing the impact, if any, of SFAS No. 140 on its
accounting and disclosures.
44
NOTE B - INVESTMENT SECURITIES
The following table sets forth the amortized cost and estimated fair values
of the Bank's investment securities at December 31, 2000, 1999 and 1998.
2000
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- --------- ---------- ---------
Held-to-Maturity Securities: (in thousands)
U.S. Treasury ........................................ $ 56,172 $ 645 $ -- $ 56,817
U.S. government agencies ............................. 20,862 228 (125) 20,965
Commercial paper ..................................... 22,962 -- -- 22,962
Corporates ........................................... 2,961 87 -- 3,048
State and municipals ................................. 57,747 1,510 (28) 59,229
Collateralized mortgage obligations .................. 65,657 640 (273) 66,024
--------- --------- ---------- ---------
$ 226,361 $ 3,110 $ (426) $ 229,045
========= ========= ========== =========
Available-for-Sale Securities:
U.S. Treasury ........................................ $ 35,380 $ 358 $ -- $ 35,738
Corporates ........................................... 2,922 48 -- 2,970
State and municipals ................................. 44,153 722 (30) 44,845
Equity ............................................... 127 -- -- 127
--------- --------- ---------- ---------
$ 82,582 $ 1,128 $ (30) $ 83,680
========= ========= ========== =========
1999
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- --------- ---------- ---------
Held-to-Maturity Securities: (in thousands)
U.S. Treasury ........................................ $ 62,288 $ 59 $ (353) $ 61,994
U.S. government agencies ............................. 20,998 52 (630) 20,420
Commercial paper ..................................... 12,467 -- -- 12,467
State and municipals ................................. 35,107 200 (167) 35,140
Collateralized mortgage obligations .................. 59,138 17 (1,918) 57,237
--------- --------- ---------- ---------
$ 189,998 $ 328 $ (3,068) $ 187,258
========= ========= ========== =========
Available-for-Sale Securities:
U.S. Treasury ........................................ $ 46,561 $ 67 $ (352) $ 46,276
State and municipals ................................. 56,437 41 (2,016) 54,462
Equity ............................................... 127 -- -- 127
--------- --------- ---------- ---------
$ 103,125 $ 108 $ (2,368) $ 100,865
========= ========= ========== =========
1998
--------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- --------- ---------- ---------
Held-to-Maturity Securities: (in thousands)
U.S. Treasury ........................................ $ 61,339 $ 1,665 $ -- $ 63,004
U.S. government agencies ............................. 27,316 417 (210) 27,523
State and municipals ................................. 43,751 1,355 (26) 45,080
Collateralized mortgage obligations .................. 55,227 594 (176) 55,645
--------- --------- ---------- ---------
$ 187,633 $ 4,031 $ (412) $ 191,252
========= ========= ========== =========
Available-for-Sale Securities:
U.S. Treasury ........................................ $ 47,287 $ 1,328 $ -- $ 48,615
State and municipals ................................. 37,464 856 (41) 38,279
Equity ............................................... 127 -- -- 127
--------- --------- ---------- ---------
$ 84,878 $ 2,184 $ (41) $ 87,021
========= ========= ========== =========
At December 31, 2000 and 1999, investment securities with a carrying value
of $35,904,000 and $32,499,000, respectively, were pledged as collateral to
secure public deposits and for other purposes.
45
Maturities and Average Yields. The following table sets forth the maturities
and weighted average yields of the Bank's investment securities at December 31,
2000.
Principal Maturing (1)
--------------------------------------------------------------------------------------------
Within After One But After Five But After
One Year Within Five Years Within Ten Years Ten Years
------------------ ------------------ -------------------- -------------------
Amount Yield Amount Yield Amount Yield Amount Yield
-------- ------ -------- ------ -------- ------ -------- ------
(dollars in thousands)
Held-to-Maturity Securities:
U.S. Treasury ....................... $ 21,022 6.11% $ 35,150 6.09% $ - - % $ - - %
U.S. government agencies............. 11 8.86 5,410 6.60 9,772 6.37 5,669 6.52
Commercial paper..................... 22,962 6.52 - - - - - -
Corporates........................... - - 1,976 7.44 - - 985 7.15
State and municipals (2) ........... 5,190 7.06 20,009 7.24 20,874 7.16 11,674 7.75
Collateralized mortgage obligations . - - - - 7,470 6.50 58,187 6.58
-------- ------ -------- ------ -------- ------ -------- ------
$ 49,185 6.40% $ 62,545 6.54% $ 38,116 6.83% $ 76,515 6.76%
======== ====== ======== ====== ======== ====== ======== ======
Principal Maturing (1)
--------------------------------------------------------------------------------------------
Within After One But After Five But After
One Year Within Five Years Within Ten Years Ten Years
------------------ ------------------ -------------------- -------------------
Amount Yield Amount Yield Amount Yield Amount Yield
-------- ------ -------- ------ -------- ------ -------- ------
(dollars in thousands)
Available-for-Sale Securities:
U.S. Treasury ....................... $ 14,091 6.37% $ 21,647 5.86% $ - - % $ - -%
Corporates.......................... - - 2,970 6.87 - - - -
State and municipals (2)............. 1,012 7.32 6,737 7.10 29,022 6.81 8,074 7.25
-------- ------ -------- ------ -------- ------ -------- ------
Total debt securities ................. 15,103 6.43 31,354 6.22 29,022 6.81 8,074 7.25
Equity .............................. - - - - - - 127 7.96
-------- ------ -------- ------ -------- ------ -------- ------
$ 15,103 6.43% $ 31,354 6.22% $ 29,022 6.81% $ 8,201 7.26%
======== ====== ======== ====== ======== ====== ======== ======
(1) Maturities shown are stated maturities, except in the case of municipal
securities which are shown at the earlier of their stated maturity or
pre-refunded dates. Securities backed by mortgages, which include the U.S.
government agencies and collateralized mortgage obligations shown above, are
expected to have substantial periodic repayments resulting in weighted
average lives considerably shorter than their stated maturities and
considerably shorter than would be surmised from the above table.
(2) Yields on tax-exempt obligations have been computed on a tax-equivalent
basis.
NOTE C - LOANS
The following table sets forth major classifications of loans.
December 31,
---------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------ ------------- ------------- -------------- -------------
(in thousands)
Commercial and industrial .............. $ 30,514 $ 30,296 $ 28,748 $ 25,686 $ 23,345
Secured by real estate.................. 155,283 147,598 132,357 121,620 120,782
Consumer ............................... 7,504 5,284 6,366 7,152 8,999
Other................................... 560 549 4,119 1,101 396
------------ ------------- ------------- -------------- -------------
193,861 183,727 171,590 155,559 153,522
Unearned income ........................ (952) (953) (872) (829) (840)
------------ ------------- ------------- -------------- -------------
192,909 182,774 170,718 154,730 152,682
Allowance for loan losses .............. (1,943) (2,033) (3,651) (3,579) (3,600)
------------ ------------- ------------- -------------- -------------
$ 190,966 $ 180,741 $ 167,067 $ 151,151 $ 149,082
============ ============= ============= ============== =============
46
Allowance For Loan Losses. In the second quarter of 1999, the Bank made a
transition adjustment to reduce its allowance for loan losses by $1,600,000. The
transition adjustment was made in response to guidance issued by staff members
of the Financial Accounting Standards Board in April 1999 and further guidance
issued by staff members of the Securities and Exchange Commission.
The following table sets forth changes in the Bank's allowance for loan
losses.
Year ended December 31,
----------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ------------ ----------- ----------- ------------
(dollars in thousands)
Balance, beginning of year .................. $ 2,033 $ 3,651 $ 3,579 $ 3,600 $ 3,600
----------- ------------ ----------- ----------- ------------
Loans charged off:
Commercial and industrial ................. (28) (32) (50) - (2)
Secured by real estate..................... - - - - -
Consumer and other......................... (28) (28) (49) (59) (33)
----------- ------------ ----------- ----------- ------------
(56) (60) (99) (59) (35)
----------- ------------ ----------- ----------- ------------
Recoveries of loans charged off:
Commercial and industrial ................. - - - - -
Secured by real estate..................... 17 16 257 120 21
Consumer and other......................... 24 26 14 18 14
----------- ------------ ----------- ----------- ------------
41 42 271 138 35
----------- ------------ ----------- ----------- ------------
Net (chargeoffs) recoveries ................. (15) (18) 172 79 -
Provision for loan losses (credit)........... (75) - (100) (100) -
Transition adjusment......................... - (1,600) - - -
----------- ------------ ----------- ----------- ------------
Balance, end of year......................... $ 1,943 $ 2,033 $ 3,651 $ 3,579 $ 3,600
=========== ============ =========== =========== ============
Ratio of net (chargeoffs) recoveries to
average loans outstanding.................. (.01)% (.01)% .10% .05% -%
=========== ============ =========== =========== ============
Allocation of Allowance For Loan Losses. The following table sets forth the
allocation of the Bank's total allowance for loan losses by loan type.
December 31,
-------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------------- ------------------- -------------------- -------------------- --------------------
% of % of % of % of % of
Loans Loans Loans Loans Loans
To Total To Total To Total To Total To Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
--------- -------- --------- -------- --------- -------- --------- -------- -------- --------
(dollars in thousands)
Commercial .............. $ 566 15.8% $ 397 16.5% $ 730 16.9% $ 564 16.6% $ 530 15.3%
Real-estate secured...... 1,160 80.5 1,304 80.8 2,325 77.5 2,099 78.6 2,185 79.1
Consumer and other....... 129 3.7 137 2.7 249 5.6 211 4.8 174 5.6
--------- -------- --------- -------- --------- -------- --------- -------- -------- --------
Total allocated ......... 1,855 100.0 1,838 100.0 3,304 100.0 2,874 100.0 2,889 100.0
Unallocated ............. 88 - 195 - 347 - 705 - 711 -
--------- -------- --------- -------- --------- -------- --------- -------- -------- --------
$1,943 100.0% $ 2,033 100.0% $ 3,651 100.0% $3,579 100.0% $ 3,600 100.0%
========= ======== ========= ======== ========= ======== ========= ======== ======== ========
47
Selected Loan Maturity Information. The following table sets forth maturity
and rate information for the Bank's commercial and industrial loans at December
31, 2000.
Maturity
----------------------------------------------------------------
After One
Within But Within After
One Year Five Years Five Years Total
----------- ------------ ----------- -----------
(in thousands)
Commercial and industrial loans:
Fixed rate ................................ $ 6,834 $ 2,888 $ 367 $10,089
Variable rate.............................. 7,078 9,377 3,970 20,425
----------- ------------ ----------- -----------
$ 13,912 $12,265 $ 4,337 $30,514
=========== ============ =========== ===========
Past Due, Nonaccrual, and Restructured Loans. The following table sets
forth selected information about the Bank's past due, nonaccrual, and
restructured loans.
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
At December 31: (in thousands)
Loans past due 90 days or more as to principal or
interest payments and still accruing.................... $ 173 $ 5 $ - $ 49 $ 31
Nonaccrual loans........................................ - 28 22 382 659
Restructured loans ..................................... - - - 6 19
Year Ended December 31:
Gross interest income that would have been
recorded during the year under original terms:
Nonaccrual loans ....................................... - 4 2 55 60
Restructured loans...................................... - - - 1 3
Gross interest income recorded during the year:
Nonaccrual loans ....................................... - 3 2 32 11
Restructured loans...................................... - - - 1 2
Commitments for additional funds ....................... 150 None None None None
In addition to the past due and nonaccrual loans noted above, as of
December 31, 2000 and 1999 the Corporation's portfolio of performing loans
included $2,865,000 and $5,249,000, respectively, of loans considered to be
impaired under SFAS No. 114. Of the Corporation's total impaired loans at
December 31, 2000, $2,647,000 had a related allowance for loan losses of
$419,000 and the balance had no related allowance for loan losses. The average
recorded investment during 2000 in loans considered to be impaired as of
December 31, 2000 was $3,210,000. Interest income recognized during 2000 on
loans considered to be impaired as of December 31, 2000 and during the period in
2000 that such loans were impaired amounted to $287,000. Of the Corporation's
total impaired loans at December 31, 1999, $4,379,000 had a related allowance
for loan losses of $576,000 and the balance had no related allowance for loan
losses. The average recorded investment during 1999 in loans considered to be
impaired as of December 31, 1999 was $5,989,000. Interest income recognized
during 1999 on loans considered to be impaired as of December 31, 1999 and
during the period in 1999 that such loans were impaired amounted to $272,000.
All interest income recorded by the Corporation during 2000 and 1999 on loans
considered to be impaired was recognized using the accrual method of accounting.
Certain directors, including their immediate families and companies in
which they are principal owners, and executive officers were loan customers of
the Bank during 2000 and 1999. Such loans are made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and do not involve more than the normal risk of collectibility or
present other unfavorable features. The aggregate amount of these loans was
approximately $2,082,000 and $1,388,000 at December 31, 2000 and 1999,
respectively. During 2000, $1,525,000 of new loans to such persons were made and
repayments totaled $831,000. There were no loans to directors or executive
officers which were nonaccruing at December 31, 2000 or 1999.
48
NOTE D - PREMISES AND EQUIPMENT
Bank premises and equipment consist of the following:
December 31,
-------------------------------
2000 1999
----------- ------------
(in thousands)
Land ......................................... $ 1,274 $ 1,274
Buildings..................................... 4,755 4,618
Leasehold improvements ....................... 1,713 1,234
Furniture and equipment ...................... 10,236 9,659
----------- ------------
17,978 16,785
Accumulated depreciation and amortization .... (10,957) (10,039)
----------- ------------
$ 7,021 $ 6,746
=========== ============
A building occupied by one of the Bank's branch offices is leased from a
director of the Corporation and the Bank. The lease, which is dated 1992 and has
a term of approximately ten years, currently provides for annual base rentals of
$27,385, plus certain charges for real estate taxes and common area maintenance.
The Bank may cancel this lease at any time by giving the director ninety days
written notice. The Bank believes that the terms of this lease are comparable to
those that could have been obtained from other persons.
NOTE E - DEPOSITS
The following table sets forth average deposit balances by major
classification.
Year ended December 31,
-------------------------------------------------------------------------------------
2000 1999 1998
--------------------------- --------------------------- ---------------------------
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
-------------- ----------- -------------- ----------- -------------- -----------
(dollars in thousands)
Checking ......................... $186,215 -% $168,791 -% $153,117 -%
Savings and money market ......... 303,530 3.67 280,124 2.85 251,930 3.17
Time deposits .................... 41,105 4.81 37,617 4.06 40,219 4.65
-------------- ----------- -------------- ----------- -------------- -----------
$530,850 2.47% $486,532 1.95% $445,266 2.21%
============== =========== ============== =========== ============== ===========
Time Deposits of $100,000 and Over. The following table sets forth the
remaining maturities of the Bank's time deposits in amounts of $100,000 or more.
Remaining Maturity Amount
------------------------------------------------- -------------
(in thousands)
3 months or less ................................ $ 16,253
Over 3 through 6 months ......................... 2,464
Over 6 through 12 months ........................ 1,069
Over 12 months .................................. 133
-----------
$ 19,919
===========
49
NOTE F - INCOME TAXES
The Corporation and its subsidiary file a consolidated federal income tax
return. Income taxes charged to earnings in 2000, 1999, and 1998 had effective
tax rates of 26.9%, 31.0%, and 31.6%, respectively. The following table sets
forth a reconciliation of the statutory Federal income tax rate to the
Corporation's effective tax rate.
Year Ended December 31,
--------------------------------------------------
2000 1999 1998
----------- ----------- -----------
(in thousands)
Statutory federal income tax rate ............................. 34.0% 34.0% 34.0%
State income taxes, net of federal income tax benefit ......... 4.1 6.0 5.8
Tax-exempt interest on securities and loans, net of
disallowed cost of funding .................................... (11.1) (9.3) (8.4)
Other.......................................................... (.1) .3 .2
----------- ----------- -----------
26.9% 31.0% 31.6%
=========== =========== ===========
Provision For Income Taxes. The following table sets forth the components
of the provision for income taxes.
Year Ended December 31,
----------------------------------------------------
2000 1999 1998
------------- ------------- -------------
(in thousands)
Currently payable:
Federal ................................................... $ 2,506 $ 2,818 $ 2,663
State ...................................................... 673 1,176 1,029
------------- ------------- -------------
3,179 3,994 3,692
------------- ------------- -------------
Deferred:
Federal ................................................... 141 49 85
State ...................................................... 111 18 29
------------- ------------- -------------
252 67 114
------------- ------------- -------------
$ 3,431 $ 4,061 $ 3,806
============= ============= =============
In addition to the provision shown in the table above, in 1999 the
Corporation provided deferred federal and state income taxes of $487,000 and
$168,000, respectively, on the $1,600,000 transition adjustment to the allowance
for loan losses.
Net Deferred Tax Asset/Liability. The following table sets forth the
components of the Bank's net deferred tax asset/liability.
December 31,
-----------------------------
2000 1999
--------- ---------
Deferred tax assets: (in thousands)
Unrealized losses on available-for-sale securities ........................... $ - $ 925
Allowance for loan losses..................................................... 341 383
Supplemental executive retirement expense..................................... 83 59
Interest on nonaccruing loans................................................. - 20
Postretirement benefits expense .............................................. 38 35
Accrued professional fees..................................................... 12 12
--------- ---------
474 1,434
Valuation allowance.............................................................. - -
--------- ---------
474 1,434
--------- ---------
Deferred tax liabilities:
Pension expense............................................................... 226 202
Accretion on bonds............................................................ - 3
Depreciation ................................................................ 191 32
Accumulated earnings of Bank subsidiaries..................................... 38 -
Unrealized gains on available-for-sale securities............................. 445 -
--------- ---------
900 237
--------- ---------
Net deferred tax asset (liability) .............................................. $ (426) $ 1,197
========= =========
50
NOTE G - COMMITMENTS AND CONTINGENT LIABILITIES
Financial Instruments With Off-Balance-Sheet Risk. The Bank is a party to
financial instruments with off-balance-sheet risk in the normal course of
business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit, standby letters of credit, and
commercial letters of credit. These instruments involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the consolidated
balance sheets.
The Bank's exposure to credit loss in the event of nonperformance by the
other party to financial instruments for commitments to extend credit, standby
letters of credit, and commercial letters of credit is represented by the
contractual notional amount of these instruments. The Bank uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments. At December 31, financial instruments whose
contract amounts represent credit risk are as follows:
2000 1999
------- --------
(in thousands)
Commitments to extend credit ............................ $36,937 $33,064
Standby letters of credit ............................... 705 1,283
Commercial letters of credit ............................ 312 13
Commitments to extend credit are agreements to lend to a customer subject
to the terms and conditions of the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee.
Since some of the commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer's creditworthiness on a
case-by-case basis. The amount of collateral obtained, if any, by the Bank upon
extension of credit is based on management's credit evaluation of the borrower.
Collateral held varies but may include security interests in business assets,
mortgages on commercial and residential real estate, deposit accounts with the
Bank or other financial institutions, and securities.
Standby letters of credit are conditional commitments issued by the Bank to
assure the performance or financial obligations of a customer to a third party.
The Bank's standby letters of credit extend through December 2001. The credit
risk involved in issuing standby letters of credit is essentially the same as
that involved in extending loans to customers. The Bank generally holds
collateral and/or obtains personal guarantees supporting these commitments. The
extent of collateral held for these commitments at December 31, 2000 varied from
0% to 100%, and averaged 42%.
Commercial letters of credit are conditional commitments issued by the Bank
to assure the payment by a customer to a supplier. All of the Bank's commercial
letters of credit extend for less than one year. The credit risk involved in
issuing commercial letters of credit is the same as that discussed in the
preceding paragraph for standby letters of credit. The Bank generally obtains
personal guarantees supporting these commitments.
Concentrations of Credit Risk. Virtually all of the Bank's loans, personal
and commercial, are to borrowers who are domiciled on Long Island. As a result,
the income of many of the Bank's borrowers is dependent on the Long Island
economy. In addition, virtually all of the Bank's real estate loans involve
mortgages on Long Island properties. Thus, the Bank's loan portfolio is
susceptible to the economy of Long Island.
Lease Commitments. At December 31, 2000, minimum annual rental commitments
under noncancelable operating leases are as follows:
Year Amount
--------------------------------------------------- -------------
(in thousands)
2001 .............................................. $ 432
2002 .............................................. 435
2003 .............................................. 400
2004 .............................................. 367
2005 .............................................. 243
Thereafter ........................................ 275
----------
$ 2,152
==========
In addition, the Bank has various renewal options on the above leases. Rent
expense was $384,000, $352,000, and $286,000 in 2000, 1999, and 1998,
respectively.
51
NOTE H - SHAREHOLDER PROTECTION RIGHTS PLAN
On July 16, 1996, the Board of Directors of the Corporation (the "Board")
adopted a Shareholder Protection Rights Plan and declared a dividend of one
right ("Right") on each outstanding share of the Corporation's common stock (the
"Common Stock"). The dividend was paid on July 31, 1996 to shareholders of
record as of the same date.
In the absence of an event of the type described below, the Rights will be
evidenced by and trade with the Common Stock and will not be exercisable.
However, the Rights will separate from the Common Stock and become exercisable
following the earlier of (1) the tenth business day, or such later date as the
Board may decide, after any person or persons (collectively referred to as
"person") commences a tender offer that would result in such person holding a
total of 20% or more of the outstanding Common Stock, or (2) ten business days
after, or such earlier or later date as the Board may decide, the announcement
by the Corporation that any person has acquired 20% or more of the outstanding
Common Stock.
When separated from the Common Stock, each Right will entitle the holder to
purchase one share of Common Stock for $83 (the "Exercise Price"). However, in
the event that the Corporation has announced that any person has acquired 20% or
more of the outstanding Common Stock, the Rights owned by that person will be
automatically void and each other Right will automatically become a right to
buy, for the Exercise Price, that number of shares of Common Stock having a
market value of twice the Exercise Price. Also, if any person acquires 20% or
more of the outstanding Common Stock, the Board can require that, in lieu of
exercise, each outstanding Right be exchanged for one share of Common Stock.
The Rights may be redeemed by action of the Board at a price of $.01 per
Right at any time prior to announcement by the Corporation that any person has
acquired 20% or more of the outstanding Common Stock. The Exercise Price and the
number of Rights outstanding are subject to adjustment to prevent dilution. The
Rights expire ten years from the date of their issuance.
NOTE I - STOCK-BASED COMPENSATION
The Corporation has two stock option and appreciation rights plans (the
"Plans"). The 1996 Plan was approved by the Corporation's Board of Directors on
January 16, 1996 and subsequently approved by its stockholders. In February
2001, and subject to stockholder approval, the Board of Directors unanimously
approved an amendment of the 1996 Plan to allow for the granting of stock
options to non-employee directors and limit the number of stock options and
stock appreciation rights that can be granted to any one person in any one
fiscal year to 25,000. Under the 1996 Plan, options to purchase up to 360,000
shares of common stock were made available for grant to key employees and, as
amended, to non-employee directors of the Corporation and its subsidiaries
through January 15, 2006. Each option granted under the 1996 Plan is granted at
a price equal to the fair market value of one share of the Corporation's stock
on the date of grant. Options granted on or before December 31, 2000 are
exercisable in whole or in part commencing six months from the date of grant and
ending ten years after the date of grant. The Corporation currently intends that
options granted after December 31, 2000 will be exercisable in whole or in part
commencing three years from the date of grant and ending ten years after the
date of grant. The date on which options first become exercisable is subject to
acceleration in the event of a change in control, retirement, death, disability,
and certain other limited circumstances.
Each option granted to an employee under the 1996 Plan may be granted with
or without a stock appreciation right ("SAR") attached. The 1996 Plan also
provides for the granting of stand-alone SARs to employees. Under the proposed
amendment to the 1996 Plan, each option granted to a non-employee director would
be granted without an attached SAR and non-employee directors would not be
eligible for grants of stand-alone SARs. At December 31, 2000, options to
purchase 59,916 shares of Common Stock were outstanding and exercisable with
respect to the 1996 Plan. No stock appreciation rights have been granted under
the 1996 Plan, either attached to options or on a stand-alone basis.
The 1986 Plan was approved by the Corporation's Board of Directors on
January 21, 1986 and subsequently approved by its stockholders. Under the 1986
Plan, as later amended, options to purchase up to 387,675 shares of common stock
were available to be granted to key employees of the Corporation and its
subsidiaries through January 21, 1996. The terms of the 1986 Plan are
substantially the same as those of the 1996 Plan except that the 1986 Plan did
not provide for the granting of stock options to non-employee directors and did
not limit to 25,000 the number of stock options and stock appreciation rights
that could be granted to any one person in any one fiscal year. At December 31,
2000, options to purchase 58,673 shares of Common Stock were outstanding and
exercisable under the 1986 Plan and there were no outstanding stock appreciation
rights.
52
The Corporation has chosen to account for stock-based compensation using
the intrinsic value method prescribed in APB No. 25. Since each option is
granted at a price equal to the fair market value of one share of the
Corporation's stock on the date of grant, no compensation cost has been
recognized.
The following table compares reported net income and earnings per share to
net income and earnings per share on a pro forma basis assuming that the
Corporation accounted for stock-based compensation under SFAS No. 123
"Accounting For Stock Based Compensation."
2000 1999 1998
------ ------ -------
(in thousands except per share data)
Net Income Before Transition Adjustment
To Allowance For Loan Losses:
As Reported ............................................ $9,318 $9,034 $8,236
Pro Forma .............................................. 9,156 8,846 8,098
Net Income:
As Reported ............................................ $9,318 $9,979 $8,236
Pro Forma .............................................. 9,156 9,791 8,098
Earnings Per Share Before Transition Adjustment
To Allowance For Loan Losses:
As Reported:
Basic................................................. $ 3.19 $2.97 $2.65
Diluted .............................................. 3.15 2.92 2.60
Pro Forma:
Basic................................................. $ 3.13 $2.91 $2.61
Diluted .............................................. 3.09 2.86 2.55
Earnings Per Share:
As Reported:
Basic................................................. $ 3.19 $3.28 $2.65
Diluted .............................................. 3.15 3.23 2.60
Pro Forma:
Basic................................................. $ 3.13 $3.22 $2.61
Diluted .............................................. 3.09 3.17 2.55
The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts. Future awards are anticipated under the 1996 Plan.
Stock Option Activity. The following table sets forth stock option activity
and the weighted average fair value of options granted.
Year Ended December 31,
---------------------------------------------------------------------------------
2000 1999 1998
-------------------------- -------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- ------------- ------------ ------------- ------------ ------------
Outstanding, beginning of year ................... 111,020 $ 23.19 113,599 $ 20.48 115,796 $ 16.76
Granted .......................................... 23,100 30.09 15,100 41.56 14,650 42.03
Exercised ........................................ (14,181) 15.74 (9,629) 14.26 (16,497) 13.17
Forfeited......................................... (1,350) 41.92 (8,050) 30.10 (350) 38.99
----------- ------------- ------------ ------------- ------------ ------------
Outstanding, end of year.......................... 118,589 $ 25.21 111,020 $ 23.19 113,599 $ 20.48
=========== ============= ============ ============= ============ ============
Exercisable, end of year ......................... 118,589 $ 25.21 111,020 $ 23.19 113,399 $ 20.44
=========== ============= ============ ============= ============ ============
Weighted average fair value of options granted.... $ 7.00 $ 12.43 $ 9.42
=========== ============ ============
53
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model using the following weighted average
assumptions: risk-free interest rates of 5.14%, 6.81%, and 4.77% for options
granted in 2000, 1999, and 1998, respectively; volatility of 15.80%, 15.00%, and
13.40% for options granted in 2000, 1999, and 1998, respectively; expected
dividend yield of 1.9% for options granted in 2000 and 1.5% for options granted
in 1999 and 1998; and expected lives of 7 years for options granted in 2000,
1999 and 1998.
Stock Options Outstanding. The following table sets forth information about
outstanding and exercisable stock options at December 31, 2000.
Outstanding and Exercisable Stock Options
-----------------------------------------
Weighted Average
-------------------------
Remaining
Contractual Exercise
Range of Exercise Prices Number Life (yrs.) Price
- ------------------------------------------------------- ------------- ------------ ----------
$9.01 to $15.00 ....................................... 14,426 1.66 $ 11.94
$15.01 to $25.00 ..................................... 58,213 4.68 19.75
$25.01 to $45.00 ...................................... 45,950 8.27 36.29
------------- ------------ ----------
118,589 5.71 $ 25.21
============= ============ ==========
NOTE J - RETIREMENT PLANS
The Bank has a defined benefit pension plan (the "Pension Plan") covering
eligible employees. The provisions of the Pension Plan are governed by the rules
and regulations contained in the Prototype Plan of the New York State Bankers
Retirement System (the "Retirement System") and the Retirement System Adoption
Agreement executed by the Bank. For investment purposes, the Bank's
contributions to the Pension Plan are pooled with the contributions of the other
participants in the Retirement System. Assets of the Pension Plan are invested
in various debt and equity securities.
Employees are eligible to participate in the Pension Plan after attaining
21 years of age and completing 12 full months of service. Pension benefits are
generally based on varying percentages of average annual compensation during
defined periods of creditable service. The Bank makes annual contributions to
the Pension Plan in an amount sufficient to fund these benefits and participants
contribute 2% of their compensation. The Bank's funding policy is consistent
with the funding requirements of federal law and regulations. Employees become
fully vested after four years of participation in the Pension Plan (no vesting
occurs during the four-year period).
Net Pension Cost. The following table sets forth the components of net
periodic pension cost.
2000 1999 1998
-------- --------- ---------
(in thousands)
Service cost .......................................... $ 397 $ 341 $ 319
Interest cost ......................................... 428 364 345
Expected return on plan assets ........................ (540) (509) (522)
Net amortization and deferral ......................... (44) (44) (44)
-------- --------- ---------
Net pension cost ...................................... $ 241 $ 152 $ 98
======== ========= =========
Significant Actuarial Assumptions. The following table sets forth the
significant actuarial assumptions as of the end of each plan year.
2000 1999 1998
--------- ------- --------
Discount rate ......................................... 6.75% 6.75% 6.00%
Rate of increase in compensation levels................ 5.00% 5.00% 4.50%
Expected long-term rate of return on plan assets ...... 7.00% 7.00% 7.50%
54
Funded Status of The Plan. The following table sets forth the change in the
benefit obligation and plan assets for each Plan year and, as of the end of each
Plan year, the funded status of the Plan and prepaid benefit cost.
Year Ended September 30,
--------------------------------------------------
2000 1999 1998
------------ ------------ -------------
(in thousands)
Change in projected benefit obligation
Projected benefit obligation at beginning of year................. $ 6,457 $ 6,180 $ 5,021
Service cost...................................................... 519 473 415
Plan participants' contributions.................................. (122) (132) (96)
Expenses.......................................................... (63) (60) (76)
Interest cost..................................................... 428 364 345
Benefits paid..................................................... (312) (265) (189)
Assumption changes and other...................................... 62 (103) 760
------------ ------------ -------------
Projected benefit obligation at end of year....................... 6,969 6,457 6,180
------------ ------------ -------------
Change in plan assets
Fair value of plan assets at beginning of year.................... 7,751 6,884 6,567
Actual return on plan assets...................................... 796 1,057 298
Employer contribution............................................. 286 3 188
Plan participants' contributions.................................. 122 132 96
Benefits paid..................................................... (312) (265) (189)
Expenses.......................................................... (63) (60) (76)
------------ ------------ -------------
Fair value of plan assets at end of year.......................... 8,580 7,751 6,884
------------ ------------ -------------
Funded status..................................................... 1,611 1,294 704
Unrecognized net actuarial loss (gain)............................ (784) (468) 315
Unrecognized prior service cost................................... (31) (35) (39)
Unrecognized transition asset..................................... (127) (167) (208)
------------ ------------ -------------
Prepaid benefit cost.......................................... $ 669 $ 624 $ 772
============ ============ =============
The Bank has a combined profit sharing/401(k) plan (the "Profit Sharing
Plan"). Employees are eligible to participate provided they are at least 21
years of age and have completed one year of service in which they worked 1,000
hours if full-time and 700 hours if part-time. Participants may elect to
contribute, on a tax-deferred basis, up to 10% of gross compensation, as
defined, subject to the limitations of Section 401(k) of the Internal Revenue
Code. The Bank may, at its sole discretion, make "Additional" contributions to
each participant's account based on the amount of the participant's tax deferred
contributions and make profit sharing contributions to each participant's
account equal to a percentage of the participant's compensation, as defined.
Participants are fully vested in their elective contributions and, after five
years of participation in the Profit Sharing Plan, are fully vested (20% vesting
per year) in the Additional and profit sharing contributions made by the Bank.
Additional contributions were $113,000, $103,000, and $106,000 for 2000, 1999,
and 1998, respectively, and profit sharing contributions were $446,000,
$430,000, and $416,000, respectively.
On August 3, 1995, the Bank adopted The First National Bank of Long Island
Supplemental Executive Retirement Program ("SERP"). The SERP provides benefits
to certain employees, designated by the Compensation Committee of the Board of
Directors, whose benefits under the Pension Plan and Profit Sharing Plan are
limited by the applicable provisions of the Internal Revenue Code. The benefit
under the SERP is equal to the additional amount the employee would be entitled
to under the Pension and Profit Sharing Plans in the absence of such Internal
Revenue Code limitations. The effective date of the SERP, which superseded the
Bank's previous supplemental retirement benefit plan, was January 1, 1994. SERP
expense was $190,000, $49,000 and $413,000 in 2000, 1999 and 1998, respectively.
The fluctuations in SERP expense during the three year period ended December 31,
2000 are primarily attributable to the impact of changing interest rates on
required employer contributions.
55
NOTE K - OTHER OPERATING EXPENSES
Expenses included in other operating expenses which exceed one percent of
the aggregate of total interest income and noninterest income in 2000, 1999, and
1998 are as follows:
2000 1999 1998
-------- -------- --------
(in thousands)
Computer services .................................. $ 490 $ 487 $ 393
Insurance .......................................... 440 407 395
Marketing .......................................... 393 397 441
NOTE L - REGULATORY MATTERS
Capital. The Corporation is subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could have
a direct material effect on the Corporation's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Corporation must meet specific capital guidelines that involve
quantitative measures of the Corporation's assets, liabilities, and certain
off-balance-sheet items calculated under regulatory accounting practices. The
Corporation's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.
Under current regulations, banks are classified as well capitalized,
adequately capitalized or undercapitalized. The following table sets forth the
Corporation's capital ratios at December 31, 2000 and 1999 and the minimum
ratios necessary to be classified as well capitalized and adequately
capitalized. The capital ratios of the Corporation's subsidiary bank at December
31, 2000 and 1999 are not significantly different than those shown in the table
below, both of which substantially exceed the requirements for a
well-capitalized bank.
Corporation's Capital Ratios
at December 31:
-------------------------------- Well Adequately
2000 1999 Capitalized Capitalized
-------------- -------------- ----------- ------------
Total Risk-Based Capital Ratio ............ 28.42% 29.88% 10.00% 8.00%
Tier 1 Risk-Based Capital Ratio ............ 27.65 28.98 6.00 4.00
Tier 1 Leverage Capital Ratio .............. 11.19 11.24 5.00 4.00
Other Matters. The amount of dividends paid by the Bank to the Corporation
is subject to restrictions under Federal Reserve Board Regulation H. Under
Regulation H, the Bank is required to obtain regulatory approval for the payment
of dividends during any one calendar year that exceed the Bank's net income for
the calendar year plus the retained net income for the two preceding calendar
years. At December 31, 2000, the Bank had retained net income for the current
and two preceding calendar years of $13,153,000.
Regulation D of the Board of Governors of The Federal Reserve System
requires banks to maintain reserves against certain deposit balances. The Bank's
average reserve requirement for 2000 was approximately $4,673,000.
Under national banking laws and related statutes, the Bank is limited as to
the amount it may loan to the Corporation, unless such loans are collateralized
by specified obligations. At December 31, 2000, the maximum amount available for
transfer from the Bank to the Corporation in the form of loans approximated
$10,431,000.
56
NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates are made at a specific point in time and are based on
existing on and off-balance-sheet financial instruments. Such estimates are
generally subjective in nature and dependent upon a number of significant
assumptions associated with each financial instrument or group of similar
financial instruments, including estimates of discount rates, risks associated
with specific financial instruments, estimates of future cash flows, and
relevant available market information. Changes in assumptions could
significantly affect the estimates. In addition, fair value estimates do not
reflect the value of anticipated future business, premiums or discounts that
could result from offering for sale at one time the Corporation's entire
holdings of a particular financial instrument, or the tax consequences of
realizing gains or losses on the sale of financial instruments.
The following table sets forth the carrying/contract amounts and estimated
fair values of the Corporation's financial instruments at December 31, 2000 and
1999.
2000 1999
------------------------------- ------------------------------
Carrying/ Carrying/
Contract Contract
Amount Fair Value Amount Fair Value
------------ ------------- ------------ ------------
(in thousands)
Financial Assets:
Cash and due from banks.................................... $23,872 $23,872 $ 21,174 $ 21,174
Federal funds sold ........................................ 87,800 87,800 64,000 64,000
Held-to-maturity securities ............................... 226,361 229,045 189,998 187,258
Available-for-sale securities ............................. 83,680 83,680 100,865 100,865
Loans...................................................... 190,966 191,067 180,741 179,417
Accrued interest receivable ............................... 4,450 4,450 4,183 4,183
Financial Liabilities:
Checking deposits.......................................... 195,617 195,617 176,863 176,863
Savings and money market deposits ........................ 310,681 310,681 287,805 287,805
Time deposits.............................................. 44,174 44,257 38,521 38,471
Accrued interest payable................................... 275 275 185 185
Off-Balance-Sheet Liabilities:
Commitments to extend credit .............................. 36,937 - 33,064 -
Standby and commercial letters of credit................... 1,017 7 1,296 13
NOTE N - PARENT COMPANY FINANCIAL INFORMATION
Condensed financial information for The First of Long Island Corporation
(parent company only) is as follows:
CONDENSED BALANCE SHEETS
December 31,
-------------------------------
2000 1999
------------ -------------
Assets: (in thousands)
Checking and money market accounts with subsidiary............. $ 2,417 $ 2,493
Investment in subsidiary bank, at equity....................... 69,536 62,742
Other assets .................................................. 12 5
------------ -------------
$ 71,965 $65,240
============ =============
Liabilities:
Cash dividends payable ........................................ $ 1,099 $ 1,007
------------ -------------
Stockholders' equity:
Common stock................................................... 289 296
Surplus ....................................................... 1,188 2,258
Retained earnings ............................................. 68,737 63,013
------------ -------------
70,214 65,567
Accumulated other comprehensive income (loss), net of tax...... 652 (1,334)
------------ -------------
70,866 64,233
------------ -------------
$ 71,965 $65,240
============ =============
57
CONDENSED STATEMENTS OF INCOME
Year ended December 31,
----------------------------------------------
2000 1999 1998
----------- ------------ -----------
Income: (in thousands)
Dividends from subsidiary bank ............................. $4,500 $6,850 $3,000
Interest on deposits with subsidiary bank .................. 73 53 52
----------- ------------ -----------
4,573 6,903 3,052
----------- ------------ -----------
Expenses:
Other operating expenses ................................... 58 56 29
----------- ------------ -----------
Income before income taxes ................................. 4,515 6,847 3,023
Income tax expense (credit) .................................. 6 (1) -
----------- ------------ -----------
Income before undistributed earnings of
subsidiary bank .......................................... 4,509 6,848 3,023
Equity in undistributed earnings ............................. 4,809 3,131 5,213
----------- ------------ -----------
Net income.................................................. $ 9,318 $9,979 $8,236
=========== ============ ===========
CONDENSED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents*
Year ended December 31,
----------------------------------------------
2000 1999 1998
----------- ------------ -----------
(in thousands)
Cash Flows From Operating Activities:
Net income ................................................. $ 9,318 $9,979 $8,236
Adjustments to reconcile net income to net cash
provided by operating activities:
Undistributed earnings of subsidiary bank .............. (4,809) (3,131) (5,213)
Decrease in other assets ............................... 13 86 261
----------- ------------ -----------
Net cash provided by operating activities .................. 4,522 6,934 3,284
----------- ------------ -----------
Cash Flows From Financing Activities:
Repurchase and retirement of common stock .................. (2,819) (5,116) (1,566)
Proceeds from exercise of stock options .................... 223 137 218
Cash dividends paid......................................... (2,002) (1,837) (1,668)
Cash in lieu of fractional shares on 3-for-2 stock split.... - - (14)
----------- ------------ -----------
Net cash used in financing activities .................... (4,598) (6,816) (3,030)
----------- ------------ -----------
Net increase (decrease) in cash and cash equivalents ........ (76) 118 254
Cash and cash equivalents, beginning of year.................. 2,493 2,375 2,121
----------- ------------ -----------
Cash and cash equivalents, end of year ....................... $ 2,417 $2,493 $2,375
=========== ============ ===========
Supplemental Schedule of Noncash Financing Activities:
Tax benefit from exercise of employee stock options ........ $ 19 $ 4 $ 95
Cash dividends payable ..................................... 1,099 1,007 929
* Cash and cash equivalents include the checking and money market accounts with
the Corporation's wholly-owned bank subsidiary.
58
NOTE O - QUARTERLY FINANCIAL DATA (Unaudited)
First Second Third Fourth
Quarter Quart Quarter Quarter Total
-------- -------- -------- -------- --------
(in thousands, except per share data)
2000
Interest income .................................... $ 8,964 $ 9,484 $ 10,065 $ 10,309 $ 38,822
Interest expense ................................... 2,830 3,157 3,510 3,609 13,106
Net interest income ................................ 6,134 6,327 6,555 6,700 25,716
Provision for loan losses (credit) ................. (75) - - - (75)
Noninterest income ................................. 1,110 1,104 1,247 1,064 4,525
Noninterest expense ................................ 4,312 4,408 4,357 4,490 17,567
Income before income taxes ......................... 3,007 3,023 3,445 3,274 12,749
Income taxes ....................................... 834 815 908 874 3,431
Net income ......................................... 2,173 2,208 2,537 2,400 9,318
Earnings per share:
Basic ............................................ .74 .75 .87 .83 3.19
Diluted .......................................... .73 .74 .86 .82 3.15
Comprehensive income ............................... 2,155 2,543 3,059 3,547 11,304
1999
Interest income .................................... $ 8,178 $ 8,251 $ 8,646 $ 8,888 $ 33,963
Interest expense ................................... 2,243 2,176 2,440 2,654 9,513
Net interest income ................................ 5,935 6,075 6,206 6,234 24,450
Provision for loan losses (credit) ................. - - - - -
Noninterest income ................................. 1,351 1,242 1,239 1,134 4,966
Noninterest expense ................................ 4,165 4,095 4,086 3,975 16,321
Income before income taxes and transition
adjustment to allowance for loan losses .......... 3,121 3,222 3,359 3,393 13,095
Income taxes ....................................... 959 1,011 1,048 1,043 4,061
Net income before transition adjustment to
allowance for loan losses ...................... 2,162 2,211 2,311 2,350 9,034
Transition adjustment to allowance for loan
losses, net of income taxes of $655,000 ........ - 945 - - 945
Net income ......................................... 2,162 3,156 2,311 2,350 9,979
Earnings per share before transition
adjustment to allowance for loan losses:
Basic ............................................ .70 .72 .76 .79 2.97
Diluted .......................................... .69 .71 .75 .77 2.92
Earnings per share:
Basic ............................................ .70 1.03 .76 .79 3.28
Diluted .......................................... .69 1.02 .75 .77 3.23
Comprehensive income ............................... 1,526 1,845 2,185 1,823 7,379
59
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders and Board of Directors of The First of Long Island Corporation:
We have audited the accompanying consolidated balance sheets of The First of
Long Island Corporation and subsidiary as of December 31, 2000 and 1999 and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 2000.
These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 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 financial statements referred to above present fairly,
in all material respects, the financial position of The First of Long Island
Corporation and subsidiary as of December 31, 2000 and 1999 and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States.
/s/ Arthur Andersen LLP
New York, New York
January 22, 2001
60
OFFICIAL STAFF
FULL SERVICE OFFICES
Glen Head
10 Glen Head Road
Glen Head, NY 11545
(516) 671-4900
John J. Mulder, Jr.
Vice President and Branch Manager
Elaine Ballinger
Assistant Manager
Daphne Powell
Administrative Assistant
Greenvale
7 Glen Cove Road
Greenvale, NY 11548
(516) 621-8811
Concepcion L. Larrea
Vice President and Branch Manager
Patricia Ovalle-Wood
Assistant Manager
Huntington
253 New York Avenue
Huntington, NY 11743
(631) 427-4143
William Pyszczymuka
Vice President and Branch Manager
Jenny Malandruccolo
Assistant Vice President
Marie McManus
Assistant Cashier
Margaret Hanrahan
Administrative Assistant
Locust Valley
108 Forest Avenue
Locust Valley, NY 11560
(516) 671-2299
John T. Noonan
Vice President and Branch Manager
Mary Lou Martin
Assistant Vice President
61
Northport
711 Fort Salonga Road
Northport, NY 11768
(631) 261-4000
Henry C. Suhr
Vice President and Branch Manager
David Lippa
Assistant Vice President
Janet Kittle
Administrative Assistant
Old Brookville
209 Glen Head Road
Old Brookville, NY 11545
(516) 759-9002
Frank Plesche
Vice President and Branch Manager
Carolyn McIntyre
Assistant Vice President
Rockville Centre
310 Merrick Road
Rockville Centre, NY 11570
(516) 763-5533
Raffaella Marciari
Vice President and Branch Manager
Kathryn M. Guglielmo
Assistant Manager
Theresa Crawford
Administrative Assistant
Roslyn Heights
130 Mineola Avenue
Roslyn Heights, NY 11577
(516) 621-1900
Archie J. Arrington
Vice President and Branch Manager
Carole Ann Snayd
Assistant Vice President
Andrea DePol
Administrative Assistant
Lucile Pelliccione
Administrative Assistant
62
Woodbury
800 Woodbury Road
Woodbury, NY 11797
(516) 364-3434
George P. Knott
Vice President and Branch Manager
June Pipito
Assistant Vice President
COMMERCIAL BANKING OFFICES
Allen Boulevard
22 Allen Boulevard
Farmingdale, NY 11735
(631) 753-8888
Frank Pelliccione
Assistant Vice President and Branch Manager
Bohemia
30 Orville Drive
Bohemia, NY 11716
(631) 218-2500
Robert F. Covino
Vice President and Branch Manager
Cross Island Plaza
One Cross Island Plaza
Rosedale, NY 11422
(718) 341-4000
Lucy Ortiz
Assistant Vice President and Branch Manager
Deer Park
60 E. Industry Court
Deer Park, NY 11729
(631) 243-2600
Lynn Walker
Assistant Vice President and Branch Manager
Garden City
1050 Franklin Avenue
Garden City, NY 11530
(516) 742-6262
Philip R. Thompson
Assistant Vice President and Branch Manager
Great Neck
536 Northern Boulevard
Great Neck, NY 11021
(516) 482-6666
Lester J. Bach
Vice President and Branch Manager
63
Hauppauge
330 Motor Parkway
Hauppauge, NY 11788
(631) 952-2900
Mark A. Ryan
Assistant Vice President and Branch Manager
Hicksville
106 Old Country Road
Hicksville, NY 11801
(516) 932-7150
Joyce C. Graber
Assistant Vice President and Branch Manager
Arlyne H. Kramer
Assistant Cashier
Lake Success
3000 Marcus Avenue
Lake Success, NY 11042
(516) 775-3133
Lee Nunez
Assistant Vice President and Branch Manager
Patricia Scrudato
Administrative Assistant
Mineola
194 First Street
Mineola, NY 11501
(516) 742-1144
Herta Tscherne
Assistant Vice President and Branch Manager
Rosemary Kerrane
Assistant Manager
New Highway
2091 New Highway
Farmingdale, NY 11735
(631) 454-2022
Barbara Cavalier
Assistant Vice President and Branch Manager
New Hyde Park
200 Jericho Turnpike
New Hyde Park, NY 11040
(516) 328-3100
Linda A. Cutter
Assistant Vice President and Branch Manager
Kathleen Martin
Administrative Assistant
64
Valley Stream
133 E. Merrick Road
Valley Stream, NY 11580
(516) 825-0202
Peter J. Arebalo
Assistant Vice President and Branch Manager
Trust and Investment Services
800 Woodbury Road
Woodbury, NY 11797
(516) 364-3436
Brian J. Keeney
Senior Vice President
Robert M. Heyssel, Jr.
Vice President
Sharon E. Pazienza
Vice President
Joanne Buckley
Assistant Vice President
Quyen T. Pham
Operations Manager
Dawn LoBraico
Administrative Assistant
Administration
J. William Johnson
Chairman and Chief Executive Officer
Arthur J. Lupinacci, Jr.
Executive Vice President
Lorraine Fogarty
Executive Assistant
Constance Miller
Executive Assistant
Auditing
Kitty W. Craig
Vice President
Margaret M. DeBonis
Assistant Vice President
Cathy Balsiero
Administrative Assistant
65
Branch Administration
James Clavell
Vice President
Monica Baker
Assistant Vice President
Albert M. Nordt, Jr.
Assistant Vice President
Ronald Pimental
Assistant Vice President
Leonora Mintz
Assistant Manager
Susan Sciacca
Assistant Manager
Commercial Banking
Donald L. Manfredonia
Executive Vice President
Joseph G. Perri
Executive Vice President
Albert Arena
Vice President
Paul J. Daley
Vice President
Stephen Durso
Vice President
James P. Johnis
Vice President
Henry A. Kramer
Vice President
Edward V. Mirabella
Vice President
William W. Riley
Vice President
Michael J. Spolarich
Vice President
Margaret M. Curran
Assistant Vice President
Jason Kohl
Assistant Vice President
Gretchen B. Nesky
Assistant Vice President
Maureen Cannarsa
Administrative Assistant
Diane Mucci
Executive Assistant
66
Compliance and Procedures
Barbara D. Hefner
Assistant Vice President
Data Center
Peter J. Hoey
Vice President
Jose Diaz
Assistant Vice President
Christina Alexander
Administrative Assistant
Conrad A. Lissade
Administrative Assistant
Lori A. Ruggiero
Administrative Assistant
Deposit Operations
Carmela Lalonde
Assistant Manager
Donna Long
Assistant Manager
Finance
Mark D. Curtis
Senior Vice President
Aldo Columbano
Vice President
Wayne B. Drake
Vice President
Matthew J. Mankowski
Assistant Vice President
Catherine Irvin
Assistant Manager
Cheryl Romanski
Assistant Manager
Diane Pascucci
Administrative Assistant
General Services
Frederick G. Ruff
Assistant Vice President
Alexandria Spearman
Administrative Assistant
Human Resources
Donna M. Kelly
Vice President
Susan J. Hempton
Assistant Vice President
67
Loan Center
Robert Jacobs
Assistant Vice President
John F. Darcy
Senior Mortgage Consultant
Frederick T. Hughes
Mortgage Originator
Ann J. Cristodero
Assistant Manager
Eveline Ratte
Assistant Manager
Anna S. Fleming
Administrative Assistant
Ronnie Gajkowski
Administrative Assistant
Barbara Johnson
Administrative Assistant
Patricia Lacorazza
Administrative Assistant
Marketing
Catherine M. Poturny
Assistant Vice President
Anne Urtnowski
Assistant Manager
Operations Administration
Richard Kick
Senior Vice President
Betsy Gustafson
Vice President
Counsel
Schupbach, Williams & Pavone LLP
Independent Auditors
Arthur Andersen LLP
FORM 10-K REPORT
A copy of the Corporation's annual report on Form 10-K for 2000, filed with the
Securities and Exchange Commission, may be obtained without charge upon written
request to Mark D. Curtis, Senior Vice President and Treasurer, The First of
Long Island Corporation, 10 Glen Head Road, PO Box 67, Glen Head, New York
11545-0067.
Executive Office
The First of Long Island Corporation
10 Glen Head Road
Glen Head, New York 11545
(516) 671-4900
www.firstofli.com
68
Transfer Agent and Registrar
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-3572
(800) 368-5948
www.rtco.com
Annual Meeting Notice
The Annual Meeting of Stockholders will be held at the Old Brookville
office of The First National Bank of Long Island, 209 Glen Head Road, Glen Head,
New York 11545 on Tuesday, April 17, 2001 at 3:30 P.M.
69
BUSINESS DEVELOPMENT BOARD
David Black, CPA
Robert Bogardt, CPA
Senior Partner
Bogardt & Company, LLP
Christopher S. Byczek, Esq.
Counsel
Cronin & Byczek, LLP
Emil V. Cianciulli, Esq.
Partner
Cianciulli & Meng, P.C.
Thomas N. Dufek
Chief Financial Officer
The Tyree Organization
William L. Edwards
Real Estate Investor
C. J. Erickson, Esq.
Hodgson Russ LLP
Bernard Esquenet
Chief Executive Officer
The Ruhof Corp.
Leonard Gleicher
Partner
Goldberg Bros. Realtors
Kenneth R. Going
President
GOING SIGN CO. Inc.
Herbert Haber, CPA
Certified Public Accountant
Kevin J. Harding, Esq.
Partner
Harding and Harding
Alan B. Katcher
Chief Executive Officer
Terry Alan Adv. Co., Inc.
Kevin T. Kelly
Executive Administrator
Ophthalmic Consultants of Long Island
Herbert Kotler, Esq.
Attorney
Kenneth R. Latham
Chairman of the Board
Latham Bros. Lumber Co., Inc.
70
Zachary Levy, Esq.
Attorney
James J. Lynch, Esq.
Attorney
Susan Hirschfeld Mohr
President
J. W. Hirschfeld Agency, Inc.
Richard E. Nussbaum, CPA
Managing Partner
Nussbaum Yates & Wolpow, P.C.
Douglas Pierce
President
Pierce Country Day School & Camp Inc.
Quentin Sammis
President
Coldwell Banker Sammis
Arthur C. Schupbach, Esq.
Partner
Schupbach, Williams & Pavone LLP
Lawrence F. Steiner
President
Universal Unlimited, Inc.
H. Craig Treiber
Chairman/CEO
The Treiber Insurance Group
Arthur Ventura
President
Badge Agency
Mark Wurzel
President
Calico Cottage, Inc.
71
[LOGO] The First of Long Island
The First of Long Island Corporation
72
EXHIBIT 21 - SUBSIDIARY OF REGISTRANT
73
SUBSIDIARY OF REGISTRANT
THE FIRST NATIONAL BANK OF LONG ISLAND
10 GLEN HEAD ROAD
GLEN HEAD, NY 11545
74
EXHIBIT 23 - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
75
[ARTHUR ANDERSEN LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated January 22, 2001, incorporated by reference in this Form
10-K, into the Company's previously filed Registration Statement No. 33-44393.
/s/ ARTHUR ANDERSEN LLP
March 21, 2001
76