UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One) Annual Report Pursuant to Section 13 or 15(d) of
[X] the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003
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 0-29826
LONG ISLAND FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 11-3453684
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Suffolk Square
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1601 Veterans Memorial Highway
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Islandia, New York 11749
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(Address of principal executive offices) (Zip Code)
(631) 348-0888
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(Registrant's telephone number, including area code)
None
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(Securities registered pursuant to Section 12(b) of the Act)
Common Stock, $.01 par value
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(Securities registered pursuant to Section 12(g) of the Act)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark 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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K of any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer. Yes [ ]
No [X]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, computed by reference to the price at which
the common equity was last sold on the NASDAQ Stock Market as of the last
business day of the registrant's most recently completed second fiscal quarter,
was $29,128,702.
The number of shares outstanding of the registrant's common stock was 1,500,130
as of March 1, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
1. Portions of the 2003 Annual Report to Stockholders for fiscal year 2003 are
incorporated herein by reference - Parts II and IV.
2. Portions of the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on April 28, 2004 are incorporated herein by
reference - Part III.
LONG ISLAND FINANCIAL CORP.
2003 FORM 10-K
TABLE OF CONTENTS
Page
PART I Number
- ------ ------
Item 1. Business 2
Item 2. Properties 15
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
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Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 15
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16
Item 9A Controls and Procedures 16
PART III
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Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and Management And 17
Related Stockholder Matters 17
Item 13. Certain Relationships and Related Transactions 17
Item 14. Principal Accounting Fees and Services 17
PART IV
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Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 17
SIGNATURES 19
1
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
Statements contained in this Form 10-K, which are not historical facts, are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Amounts herein could vary as a result of market
and other factors. Such forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially from those
currently anticipated due to a number of factors, which include, but are not
limited to, factors discussed in documents filed by Long Island Financial Corp.
(the "Company") with the Securities Exchange Commission from time to time. Such
forward-looking statements may be identified by the use of such words as
"believe," "expect," "anticipate," "should," "planned," "estimated" and
"potential." Examples of forward-looking statements include, but are not limited
to, estimates with respect to the financial condition, expected or anticipated
revenue, results of operations and business of the Company that are subject to
various factors which could cause actual results to differ materially from these
estimates. The Company's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on the operations of the Company and its subsidiaries
include, but are not limited to, changes in: interest rates; general economic
conditions; monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board; the quality or
composition of the loan or investment portfolios; demand for loan products;
deposit flows; real estate values; the level of defaults; losses and prepayments
on loans held by the Company in portfolio or sold in the secondary markets;
demand for financial services in the Company's market area; changes in
accounting principles, policies, or guidelines; changes in legislation or
regulation; and other economic, competitive, governmental, regulatory, and
technological factors affecting the Company's operations, pricing, products and
services. The forward-looking statements are made as of the date of this Form
10-K, and, except as required by applicable law, the Company assumes no
obligation to update the forward-looking statements or to update the reasons why
actual results could differ from those projected in the forward-looking
statements. Those risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this Form 10-K
PART I
ITEM 1. BUSINESS
Long Island Financial Corp. ("the Company") is a registered financial holding
company, incorporated in Delaware in 1998 at the direction of the Directors of
Long Island Commercial Bank (the "Bank") for the purpose of becoming a holding
company to own all the outstanding common stock of the Bank. Pursuant to a Plan
of Acquisition effective January 28, 1999, the Bank became a wholly-owned
subsidiary of Long Island Financial Corp., and all of the common stock of the
Bank was converted, on a one-for-one basis, into the common stock of Long Island
Financial Corp. This transaction is hereinafter referred to as the
"Reorganization."
The Reorganization under a bank holding company structure provides greater
operating flexibility by allowing the Company to conduct a broader range of
business activities and permits the Board of Directors of the Company to
determine whether to conduct such activities at subsidiaries of the Bank or in
separate subsidiaries of the Company. The Reorganization also permits expansion
into a broader range of financial services and other business activities that
are not currently permitted to the Bank as a New York state-chartered commercial
bank. Such activities include, among others, operating non-bank depository
institutions or engaging in financial and investment advisory services,
securities brokerage and management consulting activities.
In November 2000, the Company elected to become a financial holding company as
provided for in the Financial Services Modernization Act of 1999, also known as
the Gramm-Leach-Bliley Act. That Act repealed provisions of the Glass-Steagall
Act and permits a financial holding company to engage in a statutorily provided
list of financial activities, including insurance and securities underwriting
and agency activities, merchant banking and insurance company portfolio
activities. The Act also provides for the approval for a financial holding
company to conduct other activities determined to be financial in nature or
incidental to or complementary to such financial activities. The Company, in
addition to its commercial banking subsidiary, utilizes two subsidiaries which
offer private banking and insurance services to clients of the Company.
2
General
The primary business of the Company is the operation of its wholly owned
subsidiary, the Bank. The Bank is a New York state-chartered commercial bank,
which began operations in January 1990, and is engaged in commercial and
consumer banking in Islandia, New York, and the surrounding communities in
Suffolk and Nassau counties and in Kings County. The Bank offers a broad range
of commercial and consumer banking services, including loans to and deposit
accounts for small and medium-sized businesses, professionals, high net worth
individuals and consumers. The Bank is an independent local bank, emphasizing
personal attention and responsiveness to the needs of its customers. The Bank's
executive management has substantial banking experience, and executive
management and the Board of Directors of the Bank have extensive commercial and
personal ties to the communities in Suffolk and Nassau counties and in Kings
County.
The Bank conducts a full service commercial and consumer banking business, which
primarily consists of attracting deposits from the areas served by its branch
network and using those deposits to originate a variety of commercial, consumer
and real estate loans. During periods in which the demand for loans which meet
the Bank's underwriting and interest rate risk standards is less than the amount
of funds available for investment, the Bank invests excess funds in federal
funds, mortgage-backed securities, corporate debt, equity securities, securities
issued by the U.S. Government and agencies thereof, and municipal obligations.
The Bank's revenues are derived principally from interest income on its loan and
securities portfolios. The Bank's principal expenses are interest paid on
deposits, interest paid on borrowed funds and other operating expenses. Funding
sources, other than deposits, include: secured and unsecured borrowings,
available lines of credit, sales of securities under agreements to repurchase,
and cash flows from lending and investing activities.
The Bank's results of operations are dependent primarily on net interest income,
which is the difference between the income earned on its loan and security
portfolios and its cost of funds, consisting of interest paid on deposits and
borrowings. Results of operations are also affected by the Bank's provision for
loan losses and other operating income. Other operating expense of the Bank
principally consists of salaries and the expense of employee benefits,
occupancy, premises and equipment expense, and other expenses. Results of
operations are also significantly affected by general economic and competitive
conditions, particularly changes in interest rates, government policies and
action of regulatory authorities.
The Company makes available through its Internet website, www.licb.com, its
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8K, and all amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Such reports are
free of charge and are available as soon as reasonably practicable after the
Company electronically files such material with, or furnishes it to, the
Securities and Exchange Commission.
Market Area and Competition
The Company's primary customer base is established, small-to medium-sized
businesses, professionals, and high net worth individuals and consumers. The
Company believes that emphasizing personal attention and responsiveness to the
needs of its customers, including providing state of the art electronic banking
services and expanded service hours, contributes to the Company's
competitiveness as a financial services provider.
The Bank faces extensive competition in originating loans and in attracting
deposits. Competition among financial institutions is generally based upon
interest rates offered on deposit accounts, interest rates charged on loans,
fees assessed for services performed, the quality and scope of the services
rendered, and the convenience of banking facilities.
A significant number of financial service entities operate within the Company's
market area. In one or more aspects of its business, the Company competes
directly with other commercial banks, savings and mortgage banking companies,
mortgage brokers, and other providers of financial services. Some of these
entities are significantly larger than the Bank and have substantially greater
resources and lending limits, and may offer certain services the Bank does not
provide. In addition, many non-bank competitors are not subject to the same
extensive Federal regulations that govern financial holding companies and
Federally insured banks.
3
Lending Activities
The Bank offers a variety of commercial and consumer loan products to serve the
needs of its customers. The interest rates charged by the Bank on loans are
affected principally by rates offered by its competitors, the supply of money
available for lending purposes and demand for such loans. General and economic
conditions, monetary policies of the federal government including the Federal
Reserve Board, legislative tax policies and governmental budgetary matters also
affect interest rates charged by the Bank.
Loan Approval and Underwriting - In general, the Bank utilizes a committee
process to approve its loans. The President and Chief Lending Officer are
authorized to approve unsecured loans up to $250,000 and commercial real estate
loans up to $400,000. All other loans are brought before the Loan Committee. The
Loan Committee meets one day each month, however, additional meetings are held
as the need arises. The Board of Directors receives a monthly report summarizing
the loan portfolio activity, and actions taken by the Loan Committee.
It is the policy of the Bank that all loans satisfy basic lending criteria with
respect to the applicant, including any guarantor, the ability to repay the loan
within the contemplated term, the applicant's character and financial strength,
the adequacy of any required security and compliance with the Bank's lending
policy.
Loan Portfolio
The following table sets forth the composition of the Bank's loan portfolio at
the dates indicated:
At December 31,
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2003 2002 2001 2000 1999
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(In thousands)
Loans held-for-sale:
Residential real estate loans $ 2,360 $ 1,189 $ 1,472 $ 711 $ 1,019
--------- --------- --------- --------- ---------
Loans, net:
Commercial and industrial loans $ 42,723 $ 54,001 $ 43,972 $ 39,140 $ 34,057
Commercial real estate loans 145,084 130,275 116,646 93,875 84,133
Automobile loans 41,158 34,188 18,300 2,693 1,463
Consumer loans 1,381 2,238 1,312 1,313 1,250
----- ----- ----- ----- -----
Total loans 230,346 220,702 180,230 137,021 120,903
Less:
Unearned income 3,328 3,396 2,258 395 42
Deferred fees, net 890 764 647 612 569
--- --- --- --- ---
Total loans, net of unearned income and
deferred fees 226,128 216,542 177,325 136,014 120,292
Allowance for loan losses (2,290) (2,346) (2,028) (1,872) (1,475)
------ ------ ------ ------ ------
Total loans, net $ 223,838 $ 214,196 $ 175,297 $ 134,142 $ 118,817
--------- --------- --------- --------- ---------
Commercial and Industrial Loans - The Bank offers a variety of commercial loan
services including term loans, construction loans, demand loans, revolving
credit loans, and loans guaranteed in part by the Small Business Administration.
A broad range of commercial loans, both collateralized and uncollateralized, are
made available to businesses for working capital (including inventory and
receivables), business expansion, and for the purchase of machinery and
equipment. The purpose of a particular loan generally determines its structure.
Commercial loans are typically underwritten on the basis of the borrower's
repayment capacity from cash flow and are generally collateralized by business
assets such as, but not limited to, inventory, equipment and accounts
receivable. As a result, the availability of funds for the payment of commercial
loans may be substantially dependent on the success of the business itself.
Further, the collateral underlying the loans may depreciate over time, may not
be apt subjects for appraisal and may fluctuate in value based upon the success
of the business. Revolving credit lines are primarily collateralized by
short-term assets, while term loans are primarily collateralized by long-term or
fixed assets. Personal guarantees are normally required for commercial loans. At
December 31, 2003, commercial and industrial loans represented 18.5% of total
loans.
4
Commercial Real Estate Loans - The Bank originates commercial real estate loans
to businesses to finance the acquisition and holding of commercial real estate.
The security for the Bank's commercial real estate loans is generally located in
the Bank's primary market area and is underwritten on the basis of the value of
the underlying real property. Loans secured by commercial real estate generally
involve a greater degree of risk than residential real estate loans. Primary
risks associated with commercial real estate lending include the borrower's
inability to pay the debt due to unsuccessful operation or management of the
property and adverse conditions in the real estate market or economy. At
December 31, 2003, commercial real estate loans represented 63.0% of total
loans.
Automobile Loans - The Bank maintains a program of making non-recourse loans to
a local automobile leasing company, receiving an assignment of each individual
lease and a collateral interest in each automobile. The program was designed to
diversify the loan portfolio. At December 31, 2003 automobile loans represented
17.9% of total loans.
Consumer Loans - Consumer loans made by the Bank include loans for new and used
automobiles, personal secured, personal unsecured, and loans secured by deposit
accounts. Consumer loans generally carry higher rates of interest than those
charged on other types of loans and pose additional risks of collectibility when
compared to other types of loans, such as residential real estate loans. In many
instances, the Bank must rely on the borrower's ability to repay, since the
collateral normally is of reduced value at the time of any liquidation.
Accordingly, the initial determination of the borrower's ability to repay is of
primary importance in the underwriting of consumer loans.
Residential Real Estate Loans - The Bank originates residential real estate
loans primarily in its market area. Currently, the Bank sells residential real
estate loans together with the servicing rights to these loans on a non-recourse
basis to institutional investors. The Bank limits its exposure to interest rate
fluctuations and credit risk on these loans by obtaining, at the time of
origination, a commitment from an institutional investor to purchase that loan
from the Bank. By selling the servicing rights to the loans, the Bank avoids the
associated risks and expenses of managing and servicing a loan portfolio. Income
is generated from the premiums received on the sale of loans and servicing
rights, and fees charged and interest earned during the period the Bank holds
the loans for sale.
Maturities and Sensitivities of Loans to Changes in Interest Rates
The following table shows the approximate contractual maturities and
sensitivities to changes in interest rates of certain loans, exclusive of
non-accrual loans, as of December 31, 2003.
Commercial
and Commercial Residential
Industrial Real Estate Automobile Consumer Real Estate Total
Loans Loans Loans Loans Loans Loans
----- ----- ----- ----- ----- -----
(In thousands)
Maturities:
Due within one year $ 25,752 $ 1,305 $ 12,706 $ 60 $ 2,360 $ 42,183
Due after one but within five years 14,540 2,880 28,404 831 - 46,655
Due after five but within ten years 2,431 125,499 48 490 - 128,468
Due after ten years - 15,400 - - - 15,400
-- ------ -- -- -- ------
Total Due after December 31, 2004 16,971 143,779 28,452 1,321 - 190,523
------ ------- ------ ----- -- -------
Total amount due $ 42,723 $ 145,084 $ 41,158 $ 1,381 $ 2,360 $ 232,706
--------- ---------- --------- -------- -------- ----------
Rate sensitivity:
Amounts with Fixed Interest Rates $ 3,978 $ 88,727 $ 28,452 $ 1,277 $ - $ 122,434
Amounts with Adjustable Interest Rates 12,993 55,052 - 44 - 68,089
------ ------ -- -- -- ------
Total Due after December 31, 2004 $ 16,971 $ 143,779 $ 28,452 $ 1,321 $ - $ 190,523
--------- ---------- --------- -------- -------- ----------
Allowance for Loan Losses
The allowance for loan losses is based on management's on-going evaluation of
the risks inherent in its loan portfolio, the national and regional economies,
and the real estate market in the Bank's primary lending area. The allowance is
maintained at an amount management considers adequate to cover estimated losses
in its loan portfolio which are deemed probable and estimable based on
information currently known to management.
5
While, based on information currently available, management believes that the
allowance for loan losses is sufficient to cover losses inherent in its loan
portfolio at this time. No assurance can be given that future adjustments to the
allowance will not be necessary if economic and other conditions differ
substantially from the economic and other conditions used by management to
determine the current level of the allowance. Management may in the future
increase its level of loan loss allowance as a percentage of total loans and
non-performing loans as deemed necessary. In addition, the Federal Deposit
Insurance Corporation (FDIC) and New York State Banking Department (NYSBD)
periodically review the Bank's allowance for loan losses as an integral part of
their examination process. Either the FDIC or the NYSBD may require the Bank to
make additional provisions for loan losses based upon judgments that may differ
from those of management thereby negatively impacting the Bank's financial
condition and results of operations.
The following table sets forth the activity in the Bank's allowance for loan losses for the periods indicated:
For the years ended December 31,
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2003 2002 2001 2000 1999
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(Dollars in thousands)
Balance at beginning of year $ 2,346 $ 2,028 $ 1,872 $ 1,475 $ 1,071
Provision for loan losses 60 270 150 150 600
Charge-offs:
Commercial and industrial loans (109) (20) - (187) (80)
Automobile loans - - - (54) (66)
Consumer loans (32) (19) (19) (99) (81)
--- --- --- --- ---
Total charge-offs (141) (39) (19) (340) (227)
Recoveries:
Commercial and industrial loans 20 75 13 547 26
Automobile loans - - 6 13 4
Consumer loans 5 12 6 27 1
- -- - -- -
Total recoveries 25 87 25 587 31
-- -- -- --- --
Net recoveries (charge-offs) (116) 48 6 247 (196)
---- -- - --- ----
Balance at end of year $ 2,290 $ 2,346 $ 2,028 $ 1,872 $ 1,475
-------- -------- -------- -------- --------
Ratio of net charge-offs/average
net loans .05 % - % - % - % .19 %
--- -- -- -- ---
The following table sets forth the allocation of the Bank's allowance for loan losses at the dates indicated:
At December 31,
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2003 2002 2001 2000 1999
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Percent Percent Percent Percent Percent
of Loans of Loans of Loans of Loans of Loans
in Each in Each in Each in Each in Each
Category Category Category Category Category
to Total to Total to Total to Total to Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
---------------------------------------------------------------------------------------------
(Dollars in thousands)
Loans held for sale:
Residential real
estate loans $ - 100.0% $ - 100.0% $ - 100.0% $ - 100.0% $ - 100.0%
Loans, net:
Commercial and
industrial loans $ 514 18.5% $ 684 24.5% $ 651 24.4% $ 723 28.6% $ 610 28.2%
Commercial real
estate loans 960 63.0 1,317 59.0 1,166 64.7 939 68.5 631 69.6
Automobile loans 755 17.9 307 15.5 160 10.2 27 2.0 13 1.2
Consumer loans 14 0.6 22 1.0 18 .7 26 .9 61 1.0
Unallocated 47 - 16 - 33 - 157 - 160 -
-- -- -- -- -- -- --- -- --- --
Total allowance for
loan losses $ 2,290 100.0% $ 2,346 100.0% $ 2,028 100.0% $ 1,872 100.0% $ 1,475 100.0%
------- ------- ------- ------- -------
6
The Company, as deemed necessary, reviews the methodology underlying the
adequacy of the allowance for loan loss calculation and adjusts the allocation
of the allowance based upon past experience and known or inherent risks
identified in the portfolio. Those known or inherent risks take into account,
but are not limited to, the current financial condition of the borrower,
impairment of any collateral value, and any adverse trends occurring in the
marketplace the Company operates in that may have an effect on the portfolio.
Non-Accrual Loans - The following table sets forth information regarding
non-accrual loans and loans delinquent 90 days or more and still accruing
interest at the dates indicated. It is the Bank's general policy to discontinue
accruing interest on all loans which are past due 90 days or when, in the
opinion of management, it is appropriate to discontinue accruing interest. When
a loan is placed on non-accrual status, the Bank ceases the accrual of interest
owed and previously accrued interest is charged against interest income. Loans
are generally returned to accrual status when principal and interest payments
are current, there is reasonable assurance that the loan will be fully
collectible and a consistent record of performance has been demonstrated.
At December 31,
------------------------------------------------------------------
2003 2002 2001 2000 1999
------------------------------------------------------------------
(Dollars in thousands)
Non-accrual loans:
Commercial and industrial loans $ - $ 307 $ 153 $ 384 $ 42
Automobile loans - - - - 32
Consumer loans - - 25 32 105
-- -- -- -- ---
Total non-accrual loans 0 307 178 416 179
Loans contractually past due 90 days or
more, other than non-accruing (2) - - - - -
-- -- -- -- --
Total non-performing loans $ 0 $ 307 $ 178 $ 416 $ 179
-------- --------- -------- -------- ---------
Allowance for loan losses as a
percent of total loans (1) 1.01% 1.08% 1.14% 1.38% 1.22%
Allowance for loan losses as a
percent of total non-performing loans 0.00% 764.17% 1,139.33% 450.00% 824.02%
Non-performing loans as a percent
of total loans (1) 0.00% .14% .10% .31% .15%
(1) Loans include loans, net of unearned income and deferred fees.
(2) Excludes $108,000 of loans at December 31, 2001, and $231,000 of loans at December 31, 1999, which have matured, however, are
current with respect to scheduled periodic principal and/or interest payments. The Bank is in the process of renewing these
obligations and/or awaiting anticipated repayment.
Investment Activities
General - The Bank maintains a portfolio of securities in such instruments as
U.S. government and agency securities, mortgage-backed securities, municipal
obligations, corporate debt and equity securities. The investment policy of the
Bank, which is approved by the Board of Directors and implemented by the Bank's
Investment Committee (the "Committee") as authorized by the Board, is designed
primarily to generate acceptable yields for the Bank without compromising the
business objectives of the Bank or incurring undue interest rate or credit risk,
and to provide and maintain liquidity for the Bank. In reviewing and
establishing investment strategies, the Committee considers the business and
growth plans of the Bank, the economic environment, the current interest rate
sensitivity position of the Bank, the types of securities held and other
factors.
At December 31, 2003, the Company had $232.5 million in investment securities
consisting of U.S. Government and Agency obligations, mortgage-backed
securities, corporate debt and equity securities. The accounting treatment of
the securities of the Company is addressed in Note 1 of the Notes to the
Consolidated Financial Statements in the 2003 Annual Report to Stockholders.
7
U.S. Government and Agency Obligations. At December 31, 2003, the Bank's U.S.
Government and Agency obligations totaled $175.2 million, all of which were
classified as available-for-sale. Included in that total are $171.0 million of
callable securities and structured notes, which generally possess higher yields
than securities with similar contractual terms to maturity but without these
features. These securities range in final maturity from 2.5 to 15 years. At
various times during the year, a substantial portion of this portfolio can be
used as collateral for seasonal municipal deposits and other borrowings.
Mortgage-Backed Securities. The Bank purchases mortgage-backed securities in
order to: (a) generate positive interest spreads with minimal administrative
expense; (b) lower its credit risk as a result of the guarantees provided by
FHLMC, FNMA, and GNMA; (c) utilize these securities as collateral for
borrowings; and (d) increase the liquidity of the Bank. At December 31, 2003,
mortgage-backed securities totaled $39.6 million, or 7.6% of total assets, all
of which were classified as available-for-sale. At December 31, 2003, 15.5% of
the mortgage-backed securities carried adjustable rates and 84.5% were fixed
rate. The mortgage-backed securities had coupon rates ranging from 3.13% to
7.50% and had a weighted average yield of 4.45%.
Municipal Obligations - At December 31, 2003, the Bank had no municipal
obligations in its investment portfolio. The Bank generally considers investment
in municipal obligations when the taxable equivalent yields are greater than
that of other securities with comparable maturities. All of the municipal bonds
purchased by the Bank are required to be rated "A" or better by at least one
national rating agency.
Corporate Debt - The Bank's investment policy was amended in 2000 to include the
purchase of capital notes/trust preferred securities issued primarily by
financial institutions up to a limit of $15 million dollars. Those securities
represent secondary capital and rank subordinate and junior in right of payment
to all indebtedness of the issuing company. To be purchased by the Bank, such
higher yielding securities must be rated investment grade by at least one of the
national rating agencies. At December 31, 2003, the Company held $14.5 million
of corporate debt securities at an average yield of 8.69%
Equity Securities - At December 31, 2003, the Bank held equity securities valued
at $3.1 million. Those equity securities represented the Bank's investment in
Federal Home Loan Bank of New York (FHLB) stock. In order to borrow from the
FHLB, the Bank is required to purchase shares of FHLB non-marketable equity
securities at par. For the year ended December 31, 2003, the dividend yield on
the FHLB stock was 2.86%.
The following table sets forth information regarding the amortized cost (book value) and fair value of the Bank's securities
portfolio at the dates indicated:
At December 31,
----------------------------------------------------------------------
2003 2002 2001
----------------------------------------------------------------------
Amortized Fair Amortized Fair Amortized Fair
(In thousands) Cost Value Cost Value Cost Value
----------------------------------------------------------------------
Held-to-maturity:
Corporate debt 12,474 14,438 12,461 14,027 12,457 12,937
------ ------ ------ ------ ------ ------
Total securities
held-to-maturity $ 12,474 $ 14,438 $ 12,461 $ 14,027 $ 12,457 $ 12,937
--------- --------- --------- -------- --------- ---------
Available-for-sale:
U.S. Government and
Agency obligations $ 176,141 $ 175,194 $ 129,345 $130,422 $ 89,930 $ 89,732
Mortgage-backed securities:
GNMA 33,669 33,283 62,565 63,971 85,171 85,021
FHLMC 3,743 3,757 9,879 10,015 4,402 4,304
FNMA 2,547 2,595 12,920 13,122 20,803 20,918
Corporate debt 2,010 2,138 2,013 2,060 2,017 1,992
----- ----- ----- ----- ----- -----
Total securities available-for-sale $ 218,110 $ 216,967 $ 216,722 $219,590 $ 202,323 $ 201,967
--------- --------- --------- -------- --------- ---------
8
The following table sets forth certain information regarding the amortized cost, weighted average yields and contractual maturities
of the Bank's securities portfolio as of December 31, 2003.
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More Than One More Than Five More
One Year or Less Year to Five Years Years to Ten Years Than Ten Years Total
--------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted Weighted Total Weighted
Amortized Average Amortized Average Amortized Average Amortized Average Amortized Average
Cost Yield Cost Yield Cost Yield Cost Yield Cost Yield
--------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Available-for-sale:
- -------------------
Debt securities:
US Government and
Agency obligations $ - - % $ 91,422 3.42 % $ 59,845 3.96 % $ 24,874 3.47 % $ 176,141 3.61 %
Mortgage-backed securities:
GNMA - - - - - - 33,669 4.49 % 33,669 4.49 %
FHLMC - - - - - - 3,743 3.97 % 3,743 3.97 %
FNMA - - - - - - 2,547 4.61 % 2,547 4.61 %
Corporate debt - - 1,000 7.50 - - 1,010 4.18 % 2,010 5.83 %
-- ----- -- ----- -----
Total securities,
available-for-sale $ - - % $ 92,422 3.47 % $ 59,845 3.96 % $ 65,843 4.08 % $ 218,110 3.79 %
------- -------- -------- -------- ---------
Held-to-maturity:
- -----------------
Corporate debt $ - - % $ - - % $ 4,511 8.82 % $ 7,963 9.33 % $ 12,474 9.15 %
------- ------- -------- -------- ---------
Total securities,
held-to-maturity $ - - % $ - - % $ 4,511 8.82 % $ 7,963 9.33 % $ 12,474 9.15 %
------- ------- -------- -------- ---------
Equity:
- -------
FHLB stock, at cost $ 3,050 2.86 % $ - - % $ - - % $ - - % $ 3,050 2.86 %
------- -------- -------- -------- ---------
Total equity securities $ 3,050 2.86 % $ - - % $ - - % $ - - % $ 3.050 2.86 %
------- -------- -------- -------- ---------
Deposits
The Bank offers a variety of deposit accounts with a range of interest rates and
terms. The deposit accounts of the Bank consist of checking, savings, NOW
accounts, money market accounts and certificates of deposit. The Bank offers
certificates of deposit with balances in excess of $100,000 at competitive rates
and also offers Individual Retirement Accounts and other qualified plan
accounts. The Bank solicits deposit accounts from small businesses, professional
firms, households, and government institutions located throughout its market
area. The Bank does not use brokers to obtain deposits. All deposit accounts are
insured under the Bank Insurance Fund of the Federal Deposit Insurance
Corporation up to the maximum limits permitted by law.
The following table shows the distribution of the Bank's average deposit accounts in each category of deposits presented for the
periods indicated:
For the years ended December 31,
----------------------------------------------------------------------
2003 2002 2001
----------------------------------------------------------------------
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
----------------------------------------------------------------------
(dollars in thousands)
Non-interest bearing accounts $ 90,793 -% $ 70,198 -% $ 51,487 -%
Savings accounts 92,565 1.23 63,231 1.64 39,221 2.67
NOW and money market deposits 77,500 .87 58,448 1.13 49,431 1.88
Certificates issued in excess of $100,000 14,830 2.25 30,572 2.29 40,442 4.58
Other time deposits 90,978 3.49 94,557 4.24 88,804 5.82
------ ------ ------
Total average deposits $ 366,666 $ 317,006 $ 269,385
========== ========== ==========
9
At December 31, 2003, the Bank had outstanding approximately $13.3 million in certificates of deposit accounts in excess of
$100,000, maturing as follows:
(In thousands)
----------------------------------------------
3 months or less $ 5,024
Over three through six months 2,147
Over six through 12 months 3,606
Over 12 months 2,495
-- -----
Total $ 13,272
Borrowings
The Bank utilizes borrowings to leverage the capital of the Bank and provide
liquidity when necessary. At December 31, 2003, borrowed funds primarily
consisted of $61 million of advances from the FHLB secured by various callable
U.S. agency securities, mortgage-backed securities and certain qualifying
commercial real estate loans. At certain times, the Bank will use sales of
securities sold under agreements to repurchase as a lower cost alternative to
its FHLB advances and other sources of funds. There were no securities sold
under agreements to repurchase at December 31, 2003. At December 31, 2003, the
Bank had available a 12-month commitment for overnight and one month lines of
credit with the FHLB totaling $50.2 million dollars. Both lines of credit are
priced at a spread above the federal funds rate and reprice daily. At December
31, 2003, there was no overnight line of credit balance. In addition, the Bank
has available $7.5 million in lines of credit with unaffiliated institutions,
which enable it to borrow funds on an unsecured basis, on which no balance was
outstanding at December 31, 2003.
The following table sets forth certain information regarding the Bank's borrowed funds for the years indicated:
For the years ended December 31,
--------------------------------------------
2003 2002 2001
--------------------------------------------
(Dollars in thousands)
FHLB Advances:
Maximum amount outstanding at any month-end
during the year $ 65,000 $ 55,000 $ 55,000
Average balance outstanding 60,742 55,000 43,000
Balance outstanding at end of year 61,000 55,000 55,000
Weighted average interest rate during the year 4.60% 4.80% 5.06%
Weighted average interest rate at the end of the year 4.54% 4.80% 4.80%
Repurchase Agreements:
Maximum amount outstanding at any month-end
during the year $ - $ - $ -
Average balance outstanding 178 - 555
Balance outstanding at end of year - - -
Weighted average interest rate during the year 1.07% -% 4.93%
Weighted average interest rate at the end of the year - % -% -%
Federal Funds Purchased:
Maximum amount outstanding at any month-end
during the year $ 25,000 $ 12,800 $ 4,500
Average balance outstanding 12,002 2,214 695
Balance outstanding at end of year - - 4,500
Weighted average interest rate during the year 1.21% 1.69% 4.88%
Weighted average interest rate at the end of the year -% -% 1.75%
10
Subsidiary Activities
The Company has three wholly-owned subsidiaries as follows:
Long Island Financial Client Services Corp. Long Island Financial Client
Services Corp. was formed for the purpose of providing Private Banking Services
to clients of the Company. Private Banking Services provided include, but are
not limited to, professional money management, investment planning, life
insurance, business insurance, charitable planning, estate planning, business
valuation services, business succession planning, and pension design and
administration. The operations of Long Island Financial Client Services Corp.
were not material to the operating results of the Company for the year ended
December 31, 2003.
Long Island Commercial Services Corp. Long Island Commercial Services Corp. was
formed for the purpose of providing insurance services to clients of the
Company. Insurance services provided include, but are not limited to, group
health insurance, group dental plans, business insurance, life insurance, home,
auto, boat insurance, and long term care planning. The operations of Long Island
Commercial Services Corp. were not material to the operating results of the
Company for the year ended December 31, 2003.
Long Island Commercial Bank. The Bank is a New York state-chartered commercial
bank, which began operations in 1990, and is engaged in commercial and consumer
banking in Islandia, New York, and the surrounding communities in Suffolk and
Nassau and in Kings County. The Bank offers a broad range of commercial and
consumer banking services, including loans to and deposit accounts for small and
medium-sized businesses, professionals, high net worth individuals and
consumers.
Long Island Commercial Bank currently has one subsidiary, Long Island Commercial
Capital Corporation. Long Island Commercial Capital Corporation was organized
for the purpose of investing in mortgage related assets as a real estate
investment trust. The Bank transferred commercial real estate loans to Long
Island Commercial Capital Corporation, which included certain associated assets
and liabilities. In return, the Bank received shares of common and preferred
stock of Long Island Commercial Capital Corporation.
In 1999, the Company established the Long Island Commercial Bank Foundation (the
"Foundation"). The purpose of the Foundation is to contribute funds to local
entities that are organized and operated exclusively for charitable,
educational, religious, scientific, and other specified purposes. The foundation
is primarily funded by annual contributions from Long Island Commercial Bank,
which equal 1% of the Bank's prior year pretax income. The officers and trustees
of the foundation are comprised of certain officers and Board members of the
Company.
In addition to the wholly-owned subsidiaries described above, the Company has
the following investment in an unconsolidated subsidiary:
LIF Statutory Trust I. On September 7, 2000, the Company issued $7,732 of
subordinated debentures to LIF Statutory Trust I, a Connecticut grantor business
trust. Those subordinated debentures bear an interest rate of 10.60% and are due
September 7, 2030. The Company has fully and unconditionally guaranteed the
subordinated debentures. LIF Statutory Trust I was formed for the exclusive
purpose of purchasing the subordinated debentures from the Company and has
received a common stock investment from the Company of approximately $232,000 at
December 31, 2003. The Subordinated Debentures are pre-payable, in whole or in
part, at the Company's option on or after September 7, 2010 at declining
premiums to maturity. Proceeds totaling approximately $7.2 million are being
used for general corporate purposes.
Personnel
At December 31, 2003, the Bank employed 107 employees, 6 of which are part-time.
No employees are covered by a collective bargaining agreement and the Bank
believes its relations with its employees are good.
11
Federal and State Taxation
General
The Company, the Bank and its subsidiary report their income using the accrual
method of accounting and are subject to federal and state income taxation in the
same manner as other corporations. The following discussion of tax matters is
intended only as a summary and does not purport to be a comprehensive
description of the tax rules applicable to the Company or its subsidiaries. The
Internal Revenue Service has not audited the Company or its subsidiaries during
the last five years.
Federal Income Taxation
In general, banks are subject to federal income tax in the same manner as other
corporations. However, gains and losses realized by banks from the sale or
exchange of portfolio debt instruments are generally treated as ordinary income,
rather than capital, gains and losses, and a "small bank" (i.e. one with assets
having a tax basis of no more than $500 million), such as the Bank, is permitted
to calculate its deductions for bad debts under a reserve method that is based
upon actual charge-offs for the current and preceding five years or a
"grand-fathered" base year reserve, if larger.
Corporate Alternative Minimum Tax. In addition to the regular income tax, the
Internal Revenue Code of 1986, as amended (the "Code") imposes an alternative
minimum tax ("AMT") in an amount equal to 20% of alternative minimum taxable
income ("AMTI") to the extent that the AMT exceeds the regular tax. AMTI is
regular taxable income as modified by certain adjustments and tax preference
items. AMTI includes an amount equal to 75% of the excess of adjusted current
earnings over AMTI (determined without regard to this adjustment and prior to
reduction for net operating losses). Only 90% of AMTI can be offset by net
operating loss carry forwards. The AMT is available as a credit against future
regular income tax. The AMT credit can be carried forward indefinitely. The
Company does not expect to be subject to the AMT.
Dividends Received Deduction and Other Matters. The Company may exclude from its
income 100% of dividends received from the Bank as a member of the same
affiliated group of corporations. A 70% dividends received deduction generally
applies with respect to dividends received from corporations that are not
members of such affiliated group, except that an 80% dividends received
deduction applies if the Company and the Bank own more than 20% of the stock of
a corporation distributing a dividend. Distributions received by the Bank from
Long Island Commercial Capital Corporation are not eligible for the federal
dividends received deduction. Long Island Commercial Capital Corporation, as a
REIT, is entitled to a 100% dividends paid deduction for federal income tax
purposes.
New York State Taxation
The Bank is subject to the New York State Franchise Tax on Banking Corporations
in an amount equal to the greater of(i) 7.5% of the Bank's "entire net income"
allocable to New York State during the taxable year, or (ii) the applicable
alternative minimum tax. The alternative minimum tax is generally the greatest
of (a) .01% of the value of the taxable assets allocable to New York State (b)
3% of alternative entire net income allocated to New York or (c) $250. Entire
net income is similar to federal taxable income subject to certain
modifications. 60% of dividend income and gains and losses from subsidiary
capital are excluded from New York State entire net income. Distributions
received from Long Island Commercial Capital Corporation are eligible for the
New York State dividends received deduction.
In addition, net operating losses cannot be carried back. For tax years
beginning on or after January 1, 2001 a deduction for net operating losses
sustained in 2001 and subsequent years may be carried forward. The deduction may
not exceed the allowable federal net operating loss deduction augmented by the
excess of the New York State bad debt deduction over the federal bad debt
deduction. The losses may be carried forward for the 20 year period allowed
under federal Code Section 172. Alternative entire net income is equal to entire
net income without certain adjustments. The Bank is also subject to the 17%
Metropolitan Commuter Transportation District Surcharge on its New York Sate
Franchise Tax. The Company, the Bank, and their subsidiaries (excluding Long
Island Commercial Capital Corporation) file a combined return.
City of New York Taxation
The Bank is subject to a New York City banking corporation tax in an annual
amount equal to the greater of (a) 9% of entire net income allocable to New York
City, or (b) the applicable alternative tax. The applicable alternative tax is
the greater of (a) .01% of the value of taxable assets allocable to New York
City with certain modifications, (b) 3% of alternative entire net income
allocable to New York City, or (c) $125.
12
Entire net income and alternative net income are calculated in a manner similar
to New York State including the allowance of a deduction for an addition to the
tax bad debt reserve. Net operating losses are not permitted to be carried back
or forward for New York City purposes. The income is allocated to New York City
based upon three factors: receipts, wages and deposits. The Company, the Bank
and their subsidiaries (excluding Long Island Commercial Capital Corporation)
file a combined return.
Delaware Taxation
The Company, as a Delaware holding company not earning income in Delaware, is
exempted from the corporate income tax. However, the Company is required to file
an annual report with and pay an annual franchise tax based on issued shares and
asset size to the State of Delaware.
Supervision and Regulation
General - References in this section to applicable statutes and regulations are
brief summaries, only, and do not purport to be complete. The readers should
consult such statutes and regulations themselves for a full understanding of the
details of their operation.
As a consequence of the extensive regulation of commercial banking activities in
the United States, the business of Long Island Financial Corp. and its
subsidiaries are particularly susceptible to federal and state legislation that
may have the effect of increasing or decreasing the cost of doing business,
modifying permissible activities, or enhancing the competitive position of other
financial institutions.
Holding Company Regulation - As a registered financial holding company, the
Company is subject to examination, regulation, and periodic reporting under the
Bank Holding Company Act, as administered by the Board of Governors of the
Federal Reserve System (the FRB). The Company is required to obtain the prior
approval of the FRB to acquire all, or substantially all, of the assets of any
bank or bank holding company or to merge with another bank holding company.
Prior FRB approval will also be required for the Company to acquire direct or
indirect ownership or control of any voting securities of any bank or bank
holding company if, after giving effect to such acquisition, the Company would,
directly or indirectly, own or control more than 5% of any class of voting
shares of such bank or bank holding company. In evaluating such transactions,
the FRB considers such matters as the financial and managerial resources of and
future prospects of the companies involved, competitive factors and the
convenience and needs of the communities to be served. Bank holding companies
may acquire additional banks in any state, subject to certain restrictions such
as deposit concentration limits. In addition to the approval of the FRB, before
any bank acquisition can be completed, prior approval may also be required to be
obtained from other agencies having supervisory jurisdiction over banks to be
acquired. The FRB has adopted capital adequacy guidelines for bank holding
companies (on a consolidated basis). The Company's total and Tier 1 capital
exceeds the requirements established by the FRB.
A bank holding company is generally required to give the FRB prior written
notice of any purchase or redemption of its outstanding equity securities if the
gross consideration for the purchase or redemption, when combined with the net
consideration paid for all such purchases or redemptions during the preceding 12
months, is equal to 10% or more of the Company's consolidated net worth. The FRB
may disapprove such a purchase or redemption if it determines that the proposal
would constitute an unsafe and unsound practice, or would violate any law,
regulation, FRB order or directive, or any condition imposed by, or written
agreement with, the FRB. There is an exception to this approval requirement for
well-capitalized bank holding companies that meet certain other conditions.
The FRB has issued a policy statement regarding the payment of dividends by bank
holding companies. In general, the FRB's policies provide that dividends should
be paid only out of current earnings and only if the prospective rate of
earnings retention by the bank holding company appears consistent with the
organization's capital needs, asset quality, and overall financial condition.
The FRB's policies also require that a bank holding company serve as a source of
financial strength to its subsidiary bank or banks by standing ready to use
available resources to provide adequate capital funds to those banks during
periods of financial stress or adversity and by maintaining the financial
flexibility and capital-raising capacity to obtain additional resources for
assisting its subsidiary bank or banks where necessary. These regulatory
policies could affect the ability of the Company to pay dividends or otherwise
engage in capital distributions.
13
Restrictions on Transactions with Affiliates - Section 23A of the Federal
Reserve Act imposes quantitative and qualitative limits on transactions between
a bank and any affiliate, and requires certain levels of collateral for such
transactions. It also limits the amount of advances to third parties which are
collateralized by the securities or obligations of the Company or its
subsidiaries. Section 23B requires that certain transactions between a bank and
its affiliates be on terms substantially the same, or at least as favorable, as
those prevailing at the time for comparable transactions with or involving
other, nonaffiliated companies. In the absence of such comparable transactions,
any transactions between a bank and its affiliates must be on terms and under
circumstances, including credit standards, that in good faith would be offered
to or would apply to nonaffiliated companies.
Sarbanes-Oxley Act of 2002 - This enacted statute generally prohibits loans by
the Company to its executive officers and directors. However, that act contains
a specific exception for loans by the Bank to its executive officers and
directors in compliance with federal banking laws. Under such laws, the Bank's
authority to extend credit to executive officers, directors and 10% shareholders
("insiders"), as well as entities such persons control, is limited. The law
limits both the individual and aggregate amount of loans the Bank may make to
insiders based, in part, on the Bank's capital position and requires certain
board approval procedures to be followed. Such loans are required to be made on
terms substantially the same as those offered to unaffiliated individuals and
not involve more than the normal risk of repayment. There is an exception for
loans made pursuant to a benefit or compensation program that is widely
available to all employees of the institution and does not give preference to
insiders over other employees.
The USA Patriot Act - The USA Patriot Act of 2001, as amended (the "Patriot
Act"), has imposed substantial new record-keeping and due diligence obligations
on banks and other financial institutions, with a particular focus on detecting
and reporting money-laundering transactions involving domestic and international
customers. The U.S. Treasury Department has issued and will continue to issue
regulations clarifying the Patriot Act's requirements. The Patriot Act requires
all "financial institutions," as defined, to establish certain anti-money
laundering compliance and due diligence programs.
Gramm-Leach-Bliley - On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act of 1999 (also known as the Financial Services
Modernization Act). The Financial Services Modernization Act repealed provisions
of the Glass-Steagall Act which restricted the affiliation of banks with firms
engaged principally in specified securities activities, and provided for
regulation of a new form of bank holding company, known as a financial holding
company under the Bank Holding Company Act. Financial holding companies, such as
the Company, can engage in a statutorily provided list of financial activities,
including insurance and securities underwriting and agency activities, merchant
banking and insurance company portfolio activities.
New York State and FDIC
The Bank is organized under the New York Banking Law ("Banking Law"), and its
deposits are insured by the Bank Insurance Fund (the BIF) of the FDIC to the
extent permitted by law. As a New York bank, the Bank is subject to regular
examination and supervision by the NYSBD. As a depository institution, the
deposits of which are insured by the FDIC, the Bank also is subject to
regulation and supervision by the FDIC. While the Bank is not a member of the
Federal Reserve System, it is subject to certain regulations of the Federal
Reserve Board. In addition to banking laws, regulations and regulatory agencies,
the Bank is subject to various other laws, regulations and regulatory agencies,
all of which directly or indirectly affect the Bank's operations.
Federal Securities Laws
The status of the Company as a registered bank holding company under the BHCA
does not exempt it from certain Federal and state laws and regulations
applicable to corporations generally, including, without limitation, certain
provisions of the Federal securities laws. The Company is subject to the
periodic reporting, proxy solicitation, tender offer, insider trading
restrictions and other requirements under the Securities and Exchange Act of
1934, as amended.
Delaware Corporation Law
The Company is incorporated under the laws of the State of Delaware. Thus, we
are subject to the regulation by the State of Delaware and the rights of our
shareholders are governed by Delaware General Corporation Law.
14
ITEM 2. PROPERTIES
The Bank conducts its business from its main branch office and executive offices
located at One Suffolk Square, 1601 Veterans Memorial Highway, Islandia, New
York, and eleven branch offices located in Babylon, Smithtown, Westbury,
Jericho, Shirley, Ronkonkoma, Melville, Central Islip, Deer Park, Hauppauge, and
Bay Ridge-Brooklyn. The following table sets forth information relating to each
of the offices of the Bank at December 31, 2003.
Lease Net
Date of Expiration Book Value
Leased or Lease or Including at
Location Owned Acquisition Options Dec. 31,2003
- ----------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Main Office:
One Suffolk Square, 1601 Veterans Memorial Highway
Islandia, New York 11749 Leased 1987 2020 $ 590
Branch Offices:
400 West Main Street, Babylon, NY 11702 Leased 1995 2005 -
50 Route 111, Smithtown, NY 11787 Leased 1997 2012 -
900 Merchants Concourse, Westbury, NY 11590 Leased 1997 2008 1
390 North Broadway, Jericho, NY 11753 Leased 1997 2008 -
950 Montauk Highway, Shirley, NY 11967 Owned 2002 ---- -
3425 Veterans Memorial Hwy, Ronkonkoma, NY 11779 Leased 2001 2020 128
610 Broadhollow Road, Melville, NY 11747 Leased 2001 2019 110
320 Carlton Avenue, Central Islip, NY 11722 Leased 2001 2019 32
720 Grand Boulevard, Deer Park, NY 11729 Owned 2001 ---- -
375 86th Street, Brooklyn, NY 11209 Leased 2002 2022 137
350 Motor Parkway, Hauppauge, NY 11788 Leased 2003 2018 64
-----
$ 1,062
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The above captioned information regarding the market for the Company's common
equity and related stockholder matters appears in the 2003 Annual Report to
Stockholders under the caption "Capital Stock" and is incorporated herein by
this reference.
ITEM 6. SELECTED FINANCIAL DATA
Information regarding selected financial data appears on pages 5 and 6 of the
2003 Annual Report to Stockholders under the caption "Selected Financial Data"
and is incorporated herein by this reference.
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 appears on pages 7 through 16 of the 2003 Annual Report to
Stockholders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and is incorporated herein by
this reference.
15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained in the section captioned "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Management of
Interest Rate Risk" in the 2003 Annual Report to Stockholders is incorporated
herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Long Island Financial Corp. and the
Independent Auditors' Report appear on pages 17 through 30 of the 2003 Annual
Report to Stockholders and are incorporated herein by this reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
1. Evaluation of disclosure controls and procedures. The Company
maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission.
Based upon their evaluation of those controls and procedures as of the
end of the period covered by the report, based on the evaluation of
these controls and procedures required by paragraph (b) of Section
240.13a-14 or Section 240.15d-14 of this chapter, the Chief Executive
and Chief Financial officers of the Company concluded that the
Company's disclosure controls and procedures were adequate.
2. Changes in internal controls. The Company made no significant changes
in its internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation of
those controls by the Chief Executive and Chief Financial officers.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained on pages 4 through 6 of the Proxy Statement for the
Annual Meeting of Stockholders to be held April 28, 2004 under the caption
"Election of Directors" is incorporated herein by reference.
The following table sets forth certain information regarding the executive
officers of the Company. Officers are re-elected by the Board of Directors
annually.
Name Age Position(s) Held with the Company
---- --- ---------------------------------
Harvey Auerbach 77 Chairman of the Board
Douglas C. Manditch 56 President and Chief Executive Officer
Thomas Buonaiuto 38 Vice President and Treasurer
Carmelo C. Vizzini 58 Vice President and Secretary
Biographical Information
Positions held by a director or officers have been held for at least the past
five years unless stated otherwise.
Harvey Auerbach serves as Chairman of the Board of the Company and of the Bank.
President of Brookwood Communities, Inc. a real estate development nad
management company, located in Coram, New York.
Douglas C. Manditch is President and Chief Executive Officer of the Company and
of the Bank. He joined Long Island Commercial Bank in 1987, then in formation.
16
Thomas Buonaiuto serves as Vice President and Treasurer of the Company and
Executive Vice President and Chief Financial Officer of the Bank. Mr.
Buonaiuto's responsibilities include oversight of all areas of operations of the
Bank excluding lending.
Carmelo C. Vizzini serves as Vice President and Secretary of the Company and
Executive Vice President and Chief Lending Officer of the Bank. Mr. Vizzini's
responsibilities include oversight of all areas of lending within the Bank, as
well as loan operations and compliance with the Community Reinvestment Act
("CRA").
ITEM 11. EXECUTIVE COMPENSATION
The information contained on pages 10 through 13 of the Proxy Statement for the
Annual Meeting of Stockholders to be held on April 28, 2004 under the captions
"Directors' Compensation" and " Executive Compensation" is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information contained on page 2 and pages 4 through 6 of the Proxy Statement
for the Annual Meeting of Stockholders to be held April 28, 2004 under the
captions "Security Ownership Of Certain Beneficial Owners" and "Information with
Respect to the Nominees, Continuing Directors and Executive Officers" is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained on page 15 of the Proxy Statement for the Annual
Meeting of Stockholders to be held April 28, 2004 under the caption
"Transactions with Certain Related Persons" is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information contained on pages 15 through 16 of the Proxy Statement for the
Annual Meeting of Stockholders to be held April 28, 2004 under the caption
"Independent Auditors" is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) 1. Financial Statements
The following financial statements of the Bank are included in the Company's
Annual Report to Stockholders for the year ended December 31, 2003 and are
incorporated by this reference:
- Consolidated Balance Sheets at December 31, 2003 and 2002
- Consolidated Statement of Earnings for the Years Ended December 31, 2003,
2002 and 2001
- Consolidated Statement of Changes in Stockholders' Equity for the Years
Ended December 31, 2003, 2002 and 2001
- Consolidated Statement of Cash Flows for the Years Ended December 31,
2003, 2002 and 2001
- Notes to Consolidated Financial Statements
- Independent Auditors' Report
The remaining information appearing in the 2003 Annual Report to Stockholders is
not deemed to be filed as part of this report, except as expressly provided
herein.
17
2. Financial Statement Schedules
Financial Statement Schedules have been omitted because they are not applicable
or the required information is shown in the Financial Statements or Notes
thereto.
(B) Current Reports on Form 8-K Filed During the Last Quarter of 2003.
1. Current Report on Form 8-K dated October 15, 2003 announcing earnings
for the third quarter.
2. Current Report on Form 8-K dated November 13, 2003 updating earnings
for the third quarter.
3. Current Report on Form 8-K dated November 20, 2003 announcing
declaration of a quarterly dividend.
(C) Exhibits Required by Securities and Exchange Commission Regulation S-K
Exhibit Number
- --------------
2.0 Plan of Acquisition between Long Island Financial Corp. and Long Island
Commercial Bank dated as of September 15, 1998*
3.1 Certificate of Incorporation of Long Island Financial Corp., dated
September 10, 1998 *
3.2 By-Laws of Long Island Financial Corp., effective as of September 10, 1998*
10.0 Long Island Financial Corp. 1998 Stock Option Plan *
10.1 Change of Control Agreement between Long Island Financial Corp. and Douglas
C. Manditch **
10.2 Change of Control Agreement between Long Island Financial Corp. and Thomas
Buonaiuto **
10.3 Change of Control Agreement between Long Island Financial Corp. and Carmelo
C. Vizzini **
11.0 Statement re: Computation of Earnings per Share (Filed herewith)
13.0 2003 Annual Report to Stockholders (Filed herewith)
21.0 Subsidiary information is incorporated by reference to "Part I - Subsidiary
Activities"
23.0 Consent of KPMG LLP
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002
99.0 Proxy Statement for Annual Meeting (to be filed)
================================================================================
* Incorporated herein by reference in this document to the S-4 Registration
Statement initially filed on September 22, 1998, Registration No. 333-63971
** Incorporated herein by reference in this document from the 2001 Long Island
Financial Corp. Form 10-K filed on March 29, 2002. SIGNATURES
18
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
LONG ISLAND FINANCIAL CORP.
By: /s/ Douglas C. Manditch Date: March 12, 2004
-----------------------
Douglas C. Manditch
President and Chief Executive Officer
By: /s/ Thomas Buonaiuto Date: March 12, 2004
--------------------
Thomas Buonaiuto
Vice President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 12, 2004, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ Harvey Auerbach /s/ Douglas C. Manditch
------------------- -----------------------
Harvey Auerbach Douglas C. Manditch
Chairman of the Board Director, President and Chief Executive Officer
/s/ John L. Ciarelli, Esq. /s/ John R, McAteer
-------------------------- -------------------
John L. Ciarelli, Esq. John R. McAteer
Director Director
/s/ Donald Del Duca /s/ Werner S. Neuburger
------------------- -----------------------
Donald Del Duca Werner S. Neuburger
Director Director
/s/ Frank J. Esposito /s/ Thomas F. Roberts, III
--------------------- --------------------------
Frank J. Esposito Thomas F. Roberts, III
Director Director
/s/ Waldemar Fernandez /s/ Alfred Romito
---------------------- -----------------
Waldemar Fernandez Alfred Romito
Director Director
/s/ Gordon A. Lenz /s/ John C. Tsunis, Esq.
------------------ -------------------------
Gordon A. Lenz John C. Tsunis, Esq.
Director Director
19