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State Bancorp 10-K 2008
dec2007_10k.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

 [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2007

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-14783
STATE BANCORP, INC.
(Exact name of registrant as specified in its charter)

New York                                                          11-2846511
(State or Other Jurisdiction of Incorporation or Organization)  (I.R.S. Employer Identification No.)

                                Two Jericho Plaza, Jericho, NY                             11753
                                                                    (Address of Principal Executive Offices)                       (Zip Code)

Registrant’s telephone number, including area code:   (516) 465-2200

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock ($5.00 par value)
                                                                                           (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
                                                                Yes   [   ]                                       No   [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
                                                                Yes   [   ]                                       No   [X]

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 statement incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.                     [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer   [   ]                   Accelerated filer   [X]                          Non-accelerated filer   [   ]               Smaller reporting company   [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes   [   ]                                     No   [X]

As of June 30, 2007, there were 13,867,976 shares of common stock outstanding and the aggregate market value of common stock of State Bancorp, Inc. held by non-affiliates was approximately $231,179,000 as computed using the closing market price of the stock of $16.67 reported by the NASDAQ Global Market on June 30, 2007.

As of February 25, 2008, there were 14,069,213 outstanding shares of State Bancorp, Inc. common stock.
 



STATE BANCORP, INC.
Annual Report on Form 10-K
For the Year Ended December 31, 2007

Table of Contents

   
Page   3
       
PART I
Business
3
 
Risk Factors
18
 
Unresolved Staff Comments
21
 
Properties
22
 
Legal Proceedings
23
 
Submission of Matters to a Vote of Security Holders
24
       
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
24
 
Selected Financial Data
26
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
 
Quantitative and Qualitative Disclosures About Market Risk
50
 
Financial Statements and Supplementary Data
53
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
86
 
Controls and Procedures
86
 
Other Information
88
       
PART III
Directors, Executive Officers and Corporate Governance
88
 
Executive Compensation
88
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
88
 
Certain Relationships and Related Transactions, and Director Independence
89
 
Principal Accountant Fees and Services
89
       
PART IV
Exhibits and Financial Statement Schedules
89
       
   
93
 
 
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Portions of the 2008 Proxy Statement to be filed on or about March 28, 2008 (the “2008 Proxy”) are incorporated herein by reference in this Annual Report on Form 10-K in response to items under Part III.


PART I


ITEM 1.                      BUSINESS

General

State Bancorp, Inc. (the “Company”), a one-bank holding company headquartered in Jericho, New York, was formed in 1986.  The Company operates as the parent for its wholly owned subsidiary, State Bank of Long Island and subsidiaries (the “Bank”), a New York State chartered commercial bank founded in 1966, and its unconsolidated wholly owned subsidiaries, State Bancorp Capital Trust I and II (collectively called the “Trusts”), entities formed in 2002 and 2003, respectively, to issue trust preferred securities.  The Bank conducts a general banking business focused on the small to mid-sized business, municipal and consumer markets in Long Island and New York City. The Bank, emphasizing high-quality personal service, has grown to be the largest independent commercial bank headquartered on Long Island.  The income of the Company is derived through the operations of the Bank and its subsidiaries, SB Portfolio Management Corp. (“SB Portfolio”), SB Financial Services Corp. (“SB Financial”), Studebaker-Worthington Leasing Corp. (“SWLC”), New Hyde Park Leasing Corp. and its subsidiaries, P.W.B. Realty, L.L.C. (“PWB”) and State Title Agency, LLC, and SB ORE Corp.

The Bank serves its customer base through sixteen full-service branches and a lending center in Jericho, NY. In February 2008, the Bank opened a corporate banking branch in Manhattan. Of the Bank’s full-service branch locations, eight are in Nassau County, five are in Suffolk and three are in Queens County. The Bank offers a full range of banking services to individuals, corporations, municipalities, and small to medium–sized businesses. Retail and commercial products include checking accounts, NOW accounts, money market accounts, savings accounts, certificates of deposit, individual retirement accounts, commercial loans, construction loans, home equity loans, commercial mortgage loans, consumer loans, small business lines of credit, equipment leases, cash management services and telephone and online banking. In addition, the Bank also provides safe deposit services, merchant credit card services, access to annuity products and mutual funds, residential loans, a consumer debit card with membership in a national ATM network, and a wide range of wealth management and financial planning services. The Company’s loan and lease portfolio is concentrated in commercial and industrial loans and commercial mortgages. The Bank does not engage in subprime lending and does not offer payment option ARMs or negative amortization loan products.
 
SB Portfolio and SB Financial are each wholly owned subsidiaries of the Bank. SB Portfolio provides investment management services to the Bank while SB Financial provides balance sheet management services such as interest rate risk modeling, asset/liability management reporting and general advisory services to the Bank.

The Company also owns SWLC, a nationwide provider of business equipment leasing. The Company recently concluded a comprehensive review of SWLC. After carefully assessing its available alternatives during the fourth quarter of 2007, the Company made the strategic decision to exit the leasing business, and is in active discussions to sell the leasing business conducted through SWLC for an amount that approximates tangible book value to an out-of-state firm whose main focus is the equipment leasing business.

At December 31, 2007, the Company, on a consolidated basis, had total assets of approximately $1.6 billion, total deposits of approximately $1.3 billion, and stockholders’ equity of approximately $114 million. Unless the context otherwise requires, references herein to the Company include the Company and its subsidiaries on a consolidated basis.
 
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Neither the Company nor any of its direct or indirect subsidiaries is dependent upon a single customer or very few customers.  No material amount of deposits is obtained from a single depositor. The Bank does not rely on foreign sources of funds or income and the Bank does not have any foreign commitments, with the exception of letters of credit issued on behalf of several of its domestic customers.

The Company expects that compliance with provisions regulating environmental controls will have no material effect upon the capital, expenditures, earnings or competitive position of the Company.  The Company operates in the banking industry and management considers the Company to be aggregated in one reportable operating segment.  The Bank has not experienced any material seasonal fluctuations in its business.  The Company has not had material expenditures for research and development.  The Company employed 344 full-time and part-time officers and employees as of December 31, 2007.

The Company’s Internet address is www.statebankofli.com.  The Company makes available on its website, free of charge, its   periodic and current reports, proxy and information statements and other information we file with the Securities and Exchange Commission (“SEC”) and amendments thereto as soon as reasonably practicable after the Company files such material with, or furnishes such material to, the SEC, as applicable.  Unless specifically incorporated by reference, the information on our website is not part of this annual report.  Such reports are also available on the SEC’s website at www.sec.gov, or at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC, 20549.  Information may be obtained on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 
Market Area and Competition

The Company considers its business to be highly competitive in its market areas. The Company’s core niche of small business, middle market commercial and industrial and municipal customers is highly sought after by an ever expanding array of competitors entering the marketplace through de novo branching, acquisitions and strategic alliances.  Although the Bank is considerably smaller in size than many of these institutions operating in its market areas, it has demonstrated the ability to compete effectively with them.  During the second half of 2007, we faced a greater intensity of competition from other financial institutions that have attempted to sustain their liquidity by offering retail deposits with above-market rates.

The New York metropolitan area has a high density of financial institutions, a number of which are significantly larger and have greater financial resources than we have.  Additionally, over the past several years, various large out-of-state financial institutions have entered the New York metropolitan area market.  All are our competitors to varying degrees.  The Company vies with local, regional and national depository financial institutions and other businesses with respect to its lending services and in attracting deposits, including commercial banks, savings banks, insurance companies, credit unions and money market funds.  In addition, during 2007, turmoil in the marketplace has resulted in a number of mortgage companies exiting the market and, therefore, dislocations in the secondary residential mortgage market.  The turmoil in the mortgage market has impacted the global markets as well as the domestic markets and has led to a significant credit and liquidity crisis in the second half of 2007 and continuing into 2008.  These events have led to fewer participants, and thus, less competition in mortgage originations, stricter underwriting standards and wider pricing spreads.

The Company’s current market area, consisting primarily of Nassau and Suffolk Counties in New York and New York City, provides tremendous opportunity for deposit growth and commercial and industrial lending. The Company believes that there are a significant number of small to mid-size businesses in its current market area that seek a locally-based commercial bank that can offer a broad array of financial products and services.  Many of these businesses have been displaced as a result of recent bank  mergers in the area.  Given the variety of financial products and services offered by the Company, its focus on customer service, and its local management, the Company believes that it can better serve the growing needs of both new and existing customers in its current market areas. The new Manhattan branch, staffed by a team of seasoned commercial bankers affords the Company opportunity to capture market share in that attractive market.
 
The Company’s current markets have attractive per capita income and median household income demographics.  The median household income for Nassau, Suffolk and Queens Counties are $85,994, $76,847 and $51,190, respectively.  Nassau County’s 2007 median household income is the tenth highest in the United States. Although these three counties are mature in terms of population growth, residents of these counties continue to experience favorable income trends.
4

 
The Company believes the decline of the local real estate market and the associated downward pressures on the economy will continue throughout 2008. Accordingly, 2008 will be approached with a degree of caution as the Company expects there will be some credit weakness present. The Company will maintain its prudent underwriting and loan portfolio risk management practices as the loan portfolio is expanded in the middle market and commercial real estate areas in the Manhattan market.
 
Competitive Strengths

The Company believes that the following business strengths differentiate the Company from its peers:
 
·  
Strong Net Interest Margin.  Prior to 2005, the Company's strong historical earnings had been driven by its impressive net interest margin.  For the year ended December 31, 2007 and the year ended December 31, 2006, the Company’s net interest margin was 3.82% and 4.01%, respectively.  The Company’s strong margin results from its relatively stable low-cost deposit base coupled with a business mix which emphasizes high-yielding commercial and industrial loans and commercial mortgages.
 
·  
Successful Repositioning in 2007.  The Company’s 2007 earnings amounted to $6.2 million versus $11.5 million in 2006.  Earnings in 2007 were negatively impacted by several strategic actions intended to improve the Company’s future earnings potential. In the second quarter, a $3.1 million pre-tax charge was recognized in connection with the previously disclosed Voluntary Exit Window program. This cost-control program resulted in the early retirement of 18 officers and employees.  In the fourth quarter, a non-cash goodwill impairment accounting charge of $2.4 million was recorded as a result of the Company’s decision to exit the leasing business with the intent to sell substantially all of the assets of SWLC.  Additionally in the fourth quarter, the Company recorded a reduction in the provision for income taxes resulting from the final and conclusive settlement of the previously disclosed audit by the New York State Tax Department.  See “Legal Proceedings.”
 
·  
Largest Independent Commercial Bank Headquartered on Long Island.  The Bank is the largest independent commercial bank headquartered on Long Island, with a network of branches stretching from the Three Village area, located in Suffolk County, to Manhattan.  According to data published by the Federal Deposit Insurance Corporation (the “FDIC”),  based on total deposits as of  June 30, 2007, the Company’s market share in Nassau, Suffolk and Queens Counties was 1.69%, 1.23% and 0.19%, respectively.
 
·  
Stable Credit Quality.  The Company emphasizes a credit culture based on traditional credit measures and underwriting standards.  The results of the Company’s continued focus on credit quality are evidenced by a ratio of non-performing assets to total loans and leases of 0.56% at December 31, 2007 and 0.22% at December 31, 2006 and a net charge-offs to average total loans and leases ratio of 0.61% for the year ended December 31, 2007 and 0.19% for the year ended December 31, 2006. At December 31, 2007 and December 31, 2006, the Company held no other real estate owned (“OREO”) and there were no restructured, accruing loans and leases.
 
·  
Strong Capital Base.  The Company’s capital ratios exceeded all regulatory requirements at December 31, 2007.  The Bank’s Tier I leverage ratio was 7.43% at December 31, 2007 and 6.69% at December 31, 2006. The Bank’s Tier I risk-weighted ratio was 10.62% at December 31, 2007 and 10.07% at December 31, 2006. The Bank’s total risk-weighted capital ratio was 11.85% at December 31, 2007 and 11.32% at December 31, 2006. Each of these ratios is substantially in excess of the regulatory guidelines, as established by federal banking regulatory agencies, for a “well capitalized” institution, the highest regulatory capital category.
 
·  
Realignment of Organizational Structure.  During 2007, the Company has strengthened its corporate governance and internal controls through the appointment of a General Counsel, Chief Auditor, Comptroller, BSA Officer, Information Security Officer and Security Director.  Additionally the Company has appointed a Chief Marketing and Corporate Planning Officer, a Director of Credit Review and a Chief Information Officer.

5


Supervision and Regulation

General

The Company is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is therefore subject to supervision and examination by the Board of Governors of the Federal Reserve System (“FRB”). The Bank is a member of the FHLB-NY and its deposit accounts are insured up to the applicable limits by the FDIC under the Deposit Insurance Fund (“DIF”). The Bank is subject to the regulation and supervision and examination of the New York State Banking Department (the “Banking Department”) and the FDIC.
 
The following summary discussion sets forth certain of the material elements of the legal and regulatory framework applicable to banks and bank holding companies and their subsidiaries.  The regulation of banks and bank holding companies is extremely complex and this summary is qualified in its entirety by reference to the applicable statutes, regulations and regulatory guidance. Management believes the Company is in compliance in all material respects with these laws and regulations.  A change in applicable statutes and regulations or regulatory policy cannot be predicted, but may have a material effect on the business of the Company and/or the Bank.

Bank holding companies and banks are prohibited by law from engaging in unsafe and unsound banking practices. Federal and New York State banking laws, regulations and policies extensively regulate the Company and the Bank including prescribing standards relating to capital, earnings, dividends, the repurchase or redemption of shares, loans or extension of credit to affiliates and insiders, internal controls, information systems, internal audit systems, loan documentation, credit underwriting, asset growth, impaired assets and loan to value ratios. Such laws and regulations are intended primarily for the protection of depositors, other customers and the federal deposit insurance funds and not for the protection of security holders. Bank regulatory agencies have broad examination and enforcement power over bank holding companies and banks, including the power to impose substantial fines, limit dividends and restrict operations and acquisitions.

A bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit all available resources to support such institutions in circumstances where it might not do so absent such policy. Consistent with this “source of strength” policy, the FRB takes the position that a bank holding company generally should not maintain a rate of cash dividends unless its net income available to common stockholders is sufficient to fully fund the dividends and the prospective rate of earnings retention appears to be consistent with the company’s capital needs, asset quality and overall financial condition.  In addition, any loans by the Company to the Bank would be subordinate in right of payment to depositors and to certain other indebtedness of the Bank.

Acquisitions

As a bank holding company, the Company may not acquire direct or indirect ownership or control of more than 5% of the voting shares of any company, including a bank, without the prior approval of the FRB, except as specifically authorized under the BHCA. Under the BHCA, the Company, subject to the approval of or notice to the FRB, may acquire shares of non-banking corporations, the activities of which are deemed by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the FRB has been notified and has not objected to the transaction. Under a rebuttable presumption established by the FRB, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company. In addition, any entity is required to obtain the approval of the FRB under the BHCA before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of the Company’s outstanding common stock, or otherwise obtaining control or a “controlling influence” over the Company. The New York Banking Law (the “Banking Law”) similarly regulates a change in control affecting the Bank and requires the approval of the New York State Banking Board.

6

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended (the “Interstate Banking Act”), generally permits bank holding companies to acquire banks in any state, and preempts all state laws restricting the ownership by a bank holding company of banks in more than one state. The Interstate Banking Act also permits a bank to merge with an out-of-state bank and convert any offices into branches of the resulting bank if both states have not opted out of interstate branching; permits a bank to acquire branches from an out-of-state bank if the law of the state where the branches are located permits the interstate branch acquisition; and permits banks to establish and operate de novo interstate branches whenever the host state opts-in to de novo branching. Bank holding companies and banks seeking to engage in transactions authorized by the Interstate Banking Act must be adequately capitalized and managed. The Banking Law authorizes interstate branching by merger or acquisition on a reciprocal basis, and permits the acquisition of a single branch without restriction, but does not provide for de novo interstate branching.

Capital Adequacy

The federal bank regulators have adopted risk-based capital guidelines for bank holding companies and banks.  The minimum ratio of qualifying total capital (“total capital”) to risk-weighted assets (including certain off-balance sheet items) is 8%.  At least half of the total capital must consist of common stock, retained earnings, qualifying noncumulative perpetual preferred stock, minority interests in the equity accounts of consolidated subsidiaries and, for bank holding companies, a limited amount of non-cumulative perpetual preferred stock, trust preferred securities and certain other so-called “restricted core capital elements” less most intangibles including goodwill (“Tier I capital”).  The remainder (“Tier II capital”) may consist of certain other preferred stock, certain other capital instruments, and limited amounts of subordinated debt and the allowance for loan and lease losses.  Restricted core capital elements are currently limited to 25% of Tier I capital.
 
The federal banking regulators have adopted risk-based capital and leverage guidelines that require the Company’s and the Bank’s capital-to-assets ratios meet certain minimum standards. The risk-based capital ratio is determined by allocating assets and specified off-balance sheet financial instruments into four weighted categories, with higher levels of capital being required for the categories perceived as representing greater risk.  For a further discussion, see the Notes to the Company’s Consolidated Financial Statements.
 
In addition, the FRB has established minimum guidelines for the “leverage ratio” of Tier I capital to average total assets for bank holding companies and banks.  The FRB’s guidelines provide for a minimum leverage ratio of 3% for bank holding companies and banks that meet certain specified criteria, including those having the highest supervisory rating.  All other banking organizations are required to maintain a leverage ratio of at least 4%.  At December 31, 2007, the FRB had not advised the Company of any specific minimum leverage ratio applicable to it.

The FRB guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.
 
At December 31, 2007, the Bank’s Tier I leverage ratio was 7.43% while its risk-based capital ratios were 10.62% for Tier I capital and 11.85% for total capital. These ratios exceed the minimum regulatory guidelines for a well-capitalized institution.
 
Prompt Corrective Action

The Federal Deposit Insurance Act (“FDIA”) requires, among other things, that federal banking regulators take prompt corrective action in respect of FDIC-insured depository institutions that do not meet minimum capital requirements.  The FDIA specifies five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.”  A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation.

7

Under applicable regulations, an FDIC-insured bank is deemed to be: (i) well capitalized if it maintains a leverage ratio of at least 5%, a Tier I capital ratio of at least 6% and a total capital ratio of at least 10% and is not subject to an order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific level for any capital measure; (ii) adequately capitalized if it maintains a leverage ratio of at least 4% (or a leverage ratio of at least 3% if it received the highest supervisory rating in its most recent report of examination, subject to appropriate federal banking agency guidelines, and is not experiencing or anticipating significant growth), a Tier I capital ratio of at least 4% and a total capital ratio of at least 8% and is not defined to be well capitalized; (iii) undercapitalized if it has a leverage ratio of less than 4% (or a leverage ratio that is less than 3% if it received the highest supervisory rating in its most recent report of examination, subject to appropriate federal banking agency guidelines, and is not experiencing or anticipating significant growth), a Tier I capital ratio less than 4% or a total capital ratio of less than 8% and it does not meet the definition of a significantly undercapitalized or critically undercapitalized institution; (iv) significantly undercapitalized if it has a leverage ratio of less than 3%, a Tier I capital ratio of less than 3% or a total capital ratio of less than 6% and it does not meet the definition of critically undercapitalized; and (v) critically undercapitalized if it maintains a level of tangible equity capital of less than 2% of total assets.  A bank may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating.  The FDIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the capital category in which an institution is classified.  A depository institution that is not well capitalized is also subject to certain limitations on brokered deposits and Certificate of Deposit Account Registry Service (“CDARS”) deposits.

The FDIA generally prohibits an FDIC-insured depository institution from making any capital distribution (including payment of dividends) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve and to growth limitations, and are required to submit a capital restoration plan.  For a capital restoration plan to be acceptable, any holding company must guarantee the capital plan up to an amount equal to the lesser of 5% of the depository institution’s assets at the time it became undercapitalized and the amount of the capital deficiency at the time it fails to comply with the plan. In the event of the holding company’s bankruptcy, such guarantee would take priority over claims of its general unsecured creditors.  If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks.  Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.

Deposit Insurance

The FDIC merged the Savings Association Insurance Fund and the Bank Insurance Fund to create the DIF on March 31, 2006.  The Bank is a member of the DIF and pays its deposit insurance assessments to the DIF. Effective January 1, 2007, the FDIC established a new risk-based assessment system for determining the deposit insurance assessments to be paid by insured depository institutions. Under this new assessment system, the FDIC assigns an institution to one of four risk categories, with the first category having two sub-categories, based on the institution’s most recent supervisory ratings and capital ratios. Base assessment rates range from two to four basis points for Risk Category I institutions and are seven basis points for Risk Category II institutions, twenty-five basis points for Risk Category III institutions and forty basis points for Risk Category IV institutions. For institutions within Risk Category I, assessment rates generally depend upon Capital adequacy, Asset quality, Management, Earnings, Liquidity, Sensitivity to market risk, or CAMELS component ratings, and financial ratios, or for large institutions with long-term debt issuer ratings, assessment rates will depend on a combination of long-term debt issuer ratings and CAMELS component ratings. The FDIC has the flexibility to adjust rates, without further notice-and-comment rulemaking, provided that no such adjustment can be greater than three basis points from one quarter to the next, that adjustments cannot result in rates more than three basis points above or below the base rates and that rates cannot be negative. Effective January 1, 2007, the FDIC set the assessment rates at three basis points above the base rates. Assessment rates, therefore, currently range from five to forty-three basis points of deposits. The deposit insurance assessment rates are in addition to the assessments for payments on the bonds issued in the late 1980’s by the Financing Corporation (“FICO”) to recapitalize the now defunct Federal Savings and Loan Insurance Corporation.  For 2007, the Bank had an assessment rate of five basis points and a total expense of $167 thousand for the assessment for deposit insurance and the FICO payments.  The FDIC also established 1.25% of estimated insured deposits as the designated reserve ratio of the DIF. The FDIC is authorized to change the assessment rates as necessary, subject to the previously discussed limitations, to maintain the required reserve ratio of 1.25%.
 
8

The FDIC also approved a one-time assessment credit to institutions that were in existence on December 31, 1996 and paid deposit insurance assessments prior to that date, or are a successor to such an institution.  The Bank received a $649 thousand one-time assessment credit, of which $547 thousand was used to offset 100% of the 2007 deposit insurance assessment, excluding the FICO payments.  The remaining credit of $102 thousand can be used to offset up to 90% of the 2008 deposit insurance assessment.

Under the FDIA, the FDIC may terminate the insurance of an institution’s deposits upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.  The management of the Company does not know of any practice, condition or violation that might lead to termination of its deposit insurance.

Transactions with Affiliates and the Bank

The Bank is subject to the affiliate and insider transaction rules set forth in Sections 23A, 23B, 22(g) and 22(h) of the Federal Reserve Act (“FRA”), and Regulation W issued by the FRB.  These provisions, among other things, prohibit or limit an insured bank from extending credit to, or entering into certain transactions with, its affiliates (which for the Bank would include the Company) and principal stockholders, directors and executive officers.  The FRB requires depository institutions that are subject to Sections 23A and 23B to implement policies and procedures to ensure compliance with Regulation W regarding transactions with affiliates.

Section 402 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) prohibits the extension of personal loans to directors and executive officers of issuers (as defined in Sarbanes-Oxley).  The prohibition, however, does not apply to mortgages advanced by an insured depository institution, such as the Bank, that are subject to the insider lending restrictions of Section 22(h) of the FRA.

Privacy Standards

The Bank is subject to the FDIC’s regulations implementing the privacy protection provisions of the Gramm-Leach-Bliley Act (“Gramm-Leach”).  These regulations require the Bank to disclose its privacy policy, including identifying with whom it shares “non-public personal information,” to customers at the time of establishing the customer relationship and annually thereafter.

The regulations also require the Bank to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices.  In addition, the Bank is required to provide its customers with the ability to “opt-out” of having the Bank share their non-public personal information with unaffiliated third parties before they can disclose such information, subject to certain exceptions.  The implementation of these regulations has not had a material adverse effect on the Bank.

The Bank is subject to regulatory guidelines establishing standards for safeguarding customer information.  These regulations implement certain provisions of Gramm-Leach.  The guidelines describe the agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities.  The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer.

9

Community Reinvestment Act

Bank holding companies and their subsidiary banks are also subject to the provisions of the Community Reinvestment Act (“CRA”). Under the terms of the CRA, the FDIC (or other appropriate bank regulatory agency) is required, in connection with its examination of a bank, to assess such bank’s record in meeting the credit needs of the communities served by that bank, including low- and moderate-income neighborhoods. Furthermore, such assessment is also required of any bank that has applied, among other things, to merge or consolidate with or acquire the assets or assume the liabilities of a federally regulated financial institution or to open or relocate a branch office. In the case of a bank holding company applying for approval to acquire a bank or bank holding company, the FRB will assess the record of each subsidiary bank of the applicant bank holding company in considering the application. The Banking Law contains provisions similar to the CRA which are applicable to New York State chartered banks.  
 
Dividend Limitations

The Company has two primary sources of funds: proceeds from its Dividend Reinvestment and Stock Purchase Plan (the “DRP”) and dividends from the Bank. Certain regulatory agencies impose limitations on the declaration of dividends by the Bank.  Under these limitations, at December 31, 2007, no dividends could be declared by the Bank without prior approval of the New York State Superintendent of Banks. As of January 1, 2008, the Bank is no longer required to seek regulatory approval to declare dividends.
 
Anti-Money Laundering and the USA PATRIOT Act

The Company is subject to federal regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“the USA PATRIOT Act”). The USA PATRIOT Act amended the Bank Secrecy Act and gave the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and other anti-money laundering and anti-terrorist financing requirements. The USA PATRIOT Act and the Bank Secrecy Act and implementing regulations impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money service businesses and others.

Among other requirements, the USA PATRIOT Act and the Bank Secrecy Act and implementing regulations impose the following requirements with respect to financial institutions:
·  
Establishment of anti-money laundering programs.
·  
Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts (“Customer Identification Programs”).
·  
Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering.
·  
Prohibition on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks.
·  
Establishment of policies and procedures relating to foreign private banking customers and politically exposed persons.

Substantial civil and criminal penalties may be imposed for violations of the USA PATRIOT Act and the Bank Secrecy Act and implementing regulations. Bank regulators may also require banks to take costly corrective action. Further, bank regulators are directed to consider a financial institution’s effectiveness in combating money laundering and terrorists financing when ruling on applications for approval of proposed corporate transactions.

Legislative and Regulatory Initiatives

Various legislative initiatives are from time to time introduced in Congress, and various regulatory initiatives are from time to time introduced, that would apply to the Company.  The Company cannot determine the ultimate effect that any such potential legislation or regulations, if adopted, would have upon its financial condition or operations.
 
10

Interagency Guidance on Concentrations in Commercial Real Estate Lending
 
On December 6, 2006, the FRB, the Office of the Comptroller of the Currency (“OCC”) and the FDIC adopted guidance entitled “Concentrations in Commercial Real Estate (CRE) Lending, Sound Risk Management Practices” (“CRE Guidance”) to address concentrations of commercial real estate loans in financial institutions.  Although the CRE Guidance does not establish specific commercial real estate lending limits, the FRB, OCC and FDIC use the following criteria to evaluate whether an institution has a commercial real estate concentration risk.  An institution may be identified for further supervisory analysis if it has experienced rapid growth in commercial real estate lending or has notable exposure to a specific type of commercial real estate.  An institution may also be subject to further supervisory analysis if its total reported loans for construction, land development and other land represent 100 percent or more of that institution’s total capital, or if the institution’s total commercial real estate loans represent 300 percent or more of its total capital and the outstanding balance of its commercial real estate portfolio has increased by 50 percent or more during the prior 36 months.  The CRE Guidance applies to financial institutions with an accumulation of credit concentration exposures and asks that the associations quantify the additional risk such exposures may pose.  Such quantification should include the stratification of the commercial real estate portfolio by, among other things, property type, geographic market, tenant concentrations, tenant industries, developer concentrations and risk rating.  In addition, an institution should perform periodic market analyses for the various property types and geographic markets represented in its portfolio.  Further, an institution with commercial real estate concentration risk should also perform portfolio level stress tests or sensitivity analysis to quantify the impact of changing economic conditions on asset quality, earnings and capital.
 
On June 29, 2007, the FRB and other federal bank regulatory agencies issued a final Statement on Subprime Mortgage Lending (the “Statement”) to address the growing concerns facing the subprime mortgage market, particularly with respect to rapidly rising subprime default rates that may indicate borrowers do not have the ability to repay adjustable-rate subprime loans originated by financial institutions.  In particular, the agencies express concern in the Statement that current underwriting practices do not take into account that many subprime borrowers are not prepared for “payment shock” and that the current subprime lending practices compound risk for financial institutions.  The Statement describes the prudent safety and soundness and consumer protection standards that financial institutions should follow to ensure borrowers obtain loans that they can afford to repay.  These standards include a fully indexed, fully amortized qualification for borrowers and cautions on risk-layering features, including an expectation that stated income and reduced documentation should be accepted only if there are documented mitigating factors that clearly minimize the need for verification of a borrower’s repayment capacity.  Consumer protection standards include clear and balanced product disclosures to customers and limits on prepayment penalties that allow for a reasonable period of time, typically at least 60 days, for borrowers to refinance prior to the expiration of the initial fixed interest rate period without penalty.  The Statement also reinforces the April 17, 2007 Interagency Statement on Working with Mortgage Borrowers, in which the federal bank regulatory agencies encouraged institutions to work constructively with residential borrowers who are financially unable or reasonably expected to be unable to meet their contractual payment obligations on their home loans.  We have evaluated the Statement to determine our compliance and, as necessary, modified our risk management practices, underwriting guidelines and consumer protection standards.
 
Federal Securities Laws

The Company’s securities are registered with the Securities and Exchange Commission under the Exchange Act.  As such, the Company is subject to the information, proxy solicitation, insider trading, and other requirements and restrictions of the Exchange Act.

New York Business Corporation Law

The Company is incorporated under the laws of the State of New York, and is therefore subject to regulation by the State of New York.  In addition, the rights of the Company’s shareholders are governed by the New York Business Corporation Law.

11

Government Monetary Policies and Economic Control

The earnings of the Company and the Bank are affected by the policies of regulatory authorities including the FRB and the FDIC. An important function of the Federal Reserve System is to regulate the money supply and interest rates. Among the instruments used to implement these objectives are open market operations in U.S. Government securities, changes in reserve requirements against member bank deposits and changes in the federal discount rate. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits and their use may also affect interest rates charged on loans or paid for deposits. Changes in government monetary policies and economic controls could have a material effect on the business of the Bank.

Statistical Information

Statistical information is furnished pursuant to the requirements of Guide 3 (Statistical Disclosure by Bank Holding Companies) promulgated under the Securities Exchange Act of 1934.

Investment Portfolio

The following table presents the amortized cost and estimated fair value of held to maturity and available for sale securities held by the Company for each period (in thousands):
 

At December 31,
 
2007
   
2006
   
2005
 
   
Amortized
   
Estimated
   
Amortized
   
Estimated
   
Amortized
   
Estimated
 
   
Cost
   
Fair Value
   
Cost
   
Fair Value
   
Cost
   
Fair Value
 
                                     
Securities held to maturity:
                                   
Government Agency securities
  $ -     $ -     $ 6,372     $ 6,361     $ 15,993     $ 15,944  
                                                 
Securities available for sale:
                                               
Obligations of states and political
                                               
subdivisions
    18,140       18,095       14,328       14,251       18,729       18,638  
Mortgage-backed securities and
                                               
collateralized mortgage obligations
    217,016       218,100       192,770       188,922       199,537       195,603  
Government Agency securities
    149,639       150,534       294,793       293,209       291,550       288,956  
Corporate securities
    15,087       14,500       15,179       15,027       19,307       19,049  
Total securites available for sale
    399,882       401,229       517,070       511,409       529,123       522,246  
Total securites
  $ 399,882     $ 401,229     $ 523,442     $ 517,770     $ 545,116     $ 538,190  

 
The following table presents the expected maturity distribution and the weighted-average yield of the Company’s investment portfolio at December 31, 2007 (dollars in thousands).  The yield information does not give effect to changes in estimated fair value of investments available for sale that are reflected as a component of stockholders’ equity.

 
12

 
     
Maturing
     
Within
After One but
After Five but
After
     
One Year
Within Five Years
Within Ten Years
Ten Years
     
Amount
Yield
(1)
Amount
Yield
(1)
Amount
Yield
(1)
Amount
Yield
(1)
Securities held to maturity:
                       
None
                       
                             
Securities available for sale:
                       
Obligations of states and political
                       
 
 subdivisions
 $   11,839
6.66
%
 $        625
5.39
%
 $      900
5.88
%
 $   4,731
6.34
%
Mortgage-backed securities and
                       
 
collateralized mortgage obligations (2)
        4,542
3.77
 
    173,443
5.04
 
    40,115
5.47
 
             -
           -
 
Government Agency securities (3)
    122,242
4.98
 
      28,292
5.14
 
             -
           -
 
             -
           -
 
Corporate securities
      11,500
      4.96
 
        3,000
3.79
 
             -
           -
 
             -
           -
 
Total securites available for sale
    150,123
5.07
 
    205,360
5.04
 
    41,015
5.48
 
      4,731
6.34
 
Total securites
 $ 150,123
5.07
%
 $ 205,360
5.04
%
 $ 41,015
5.48
%
 $   4,731
6.34
%
                             
(1)  Fully taxable-equivalent basis using a tax rate of 34%.
(2)  Assumes maturity dates pursuant to average lives as determined by constant prepayment rates.
(3)  Assumes coupon yields for securities past their call dates and not bought at a discount; yields to call for securities not past their call
dates and not bought at a discount; and yields to maturity for securities purchased at a discount.
 
 
Loan and Lease Portfolio

The following table categorizes the Company’s loan and lease portfolio for each period (in thousands):

 
At December 31,
 
2007
   
2006
   
2005
   
2004
   
2003
 
Commercial and industrial
  $ 322,575     $ 297,256     $ 297,887     $ 277,172     $ 278,216  
Real estate - commercial mortgage
    383,960       392,454       344,465       277,798       244,646  
Real estate - residential mortgage
    102,468       105,476       101,539       96,509       90,300  
Real estate - commercial construction
    50,483       25,207       27,491       26,647       18,862  
Real estate - residential construction
    95,002       80,513       51,709       47,001       35,431  
Lease receivables
    66,476       62,649       49,151       34,844       23,962  
Loans to individuals
    11,724       11,315       9,401       8,724       7,843  
Tax-exempt and other
    8,321       8,855       10,379       9,496       11,956  
Loans and leases - net of unearned income
  $ 1,041,009     $ 983,725     $ 892,022     $ 778,191     $ 711,216  
 
 
The following table presents the contractual maturities of selected loans and the sensitivities of those loans to changes in interest rates at December 31, 2007 (in thousands):
 
 
13


 
   
One Year
   
One Through
   
Over
       
   
or Less
   
Five Years
   
Five Years
   
Total
 
Commercial and industrial
  $ 214,598     $ 73,946     $ 34,031     $ 322,575  
Real estate - commercial construction
    19,363       30,729       391       50,483  
Real estate - residential construction
    61,386       33,616       -       95,002  
Total
  $ 295,347     $ 138,291     $ 34,422     $ 468,060  
Loans maturing after one year with:
                               
Fixed interest rate
          $ 90,521     $ 12,220     $ 102,741  
Variable interest rate
          $ 47,770     $ 22,202     $ 69,972  
 
 
The following table presents the Company’s non-accrual, past due and restructured loans and leases for each period (in thousands):
 
 
December 31,
 
2007
   
2006
   
2005
   
2004
   
2003
 
Non-accrual loans and leases
  $ 5,792     $ 2,177     $ 3,069     $ 5,274     $ 8,666  
Loans and leases 90 days or more past due and still
accruing interest
  $ 28     $ 13     $ 281     $ 89     $ 149  
Restructured accruing loans and leases
  $ -     $ -     $ -     $ -     $ -  
Interest income on non-accrual and restructured loans
 
  and leases which would have been recorded under 
  original loan or lease terms
  $ 459     $ 78     $ (5 )   $ 137     $ 372  
Interest income on non-accrual and restructured
                                       
   loans and leases recorded during the period
  $ 19     $ 117     $ 122     $ 31     $ 24  
 
 
The Bank discontinues the accrual of interest on loans and leases whenever there is reasonable doubt that interest and/or principal will be collected, or when either principal or interest is 90 days or more past due.  See Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Summary of Loan and Lease Loss Experience and Allowance for Loan and Lease Losses.”
 
Summary of Loan and Lease Loss Experience

The determination of the balance of the allowance for loan and lease losses is based upon a review and analysis of the Company’s loan and lease portfolio.  Management’s review includes monthly analyses of past due and non-accrual loans and leases and detailed, periodic loan-by-loan or lease-by-lease analyses.

Based on current economic conditions, management has determined that the current level of the allowance for loan and lease losses is adequate in relation to the probable incurred losses present in the portfolio.  Management considers many factors in this analysis, among them credit risk grades assigned to commercial, industrial and commercial real estate loans, delinquency trends, concentrations within segments of the loan and lease portfolio, recent charge-off experience and local economic conditions.

The following table presents an analysis of the Company’s allowance for loan and lease losses for each period (dollars in thousands):
 
14

 
   
2007
   
2006
   
2005
   
2004
   
2003
 
Balance, January 1
  $ 16,412     $ 15,717     $ 12,020     $ 10,732     $ 10,046  
Charge-offs:
                                       
Commercial and industrial
    3,129       773       505       2,957       1,960  
Real estate - commercial mortgage
    2,965       -       -       -       1,244  
Real estate - residential mortgage
    -       -       -       -       7  
Real estate - commercial construction
    -       -       -       193       -  
Lease receivables
    404       1,382       280       250       292  
Loans to individuals
    57       18       13       5       50  
Total charge-offs
    6,555       2,173       798       3,405       3,553  
Recoveries:
                                       
Commercial and industrial
    158       343       816       171       293  
Real estate - commercial mortgage
    -       -       -       3       3  
Real estate - residential mortgage
    -       12       16       -       -  
Lease receivables
    220       13       10       8       1  
Loans to individuals
    6       10       3       5       7  
Total recoveries
    384       378       845       187       304  
Net charge-offs (recoveries)
    6,171       1,795       (47 )     3,218       3,249  
Provision charged to income
    4,464       2,490       3,650       4,506       3,935  
Balance at end of period
  $ 14,705     $ 16,412     $ 15,717     $ 12,020     $ 10,732  
                                         
Ratio of net charge-offs (recoveries) during the period
to average loans and leases outstanding during the
                                       
  period
    0.61 %     0.19 %     (0.01 %)     0.44 %     0.50 %
                                         


The following table presents the allocation of the Company’s allowance for loan and lease losses for each period (dollars in thousands):
 
 
    Percent      Percent      Percent      Percent      Percent  
   
of
   
of
   
of
   
of
   
of
 
    Loans      Loans     Loans      Loans      Loans  
   
 and
   
and
   
and
   
and
   
and
 
     Leases      Leases      Leases      Leases      Leases  
   
to
   
to
   
to
   
to
   
to
 
   
Total
   
Total
   
Total
   
Total
   
Total
 
     Loans      Loans      Loans      Loans      Loans  
     and      and      and      and      and  
 
2007
Leases
 
2006
Leases
 
2005
Leases
 
2004
Leases
 
2003
Leases
 
Commercial and
industrial
$5,000
31.1
$7,965
30.2
 %
$6,929
33.4
$5,071
35.6
$5,781
39.1
Real estate -
commercial mortgage (1)
5,000
               36.9
 
5,357
               50.6
 
4,733
50.0
 
3,694
48.1
 
3,157
47.1
 
Real estate -
residential mortgage (1)
           225
                 9.8
 
               -
                    -
 
               -
                    -
 
               -
                    -
 
               -
                    -
 
Real estate -
commercial construction (2)
318
                 4.8
 
577
               10.7
 
542
8.9
 
523
9.5
 
306
7.6
 
Real estate -
residential construction (2)
        1,200
                 9.1
 
               -
                    -
 
               -
                    -
 
               -
                    -
 
               -
                    -
 
Lease receivables
1,547
                 6.4
 
1,072
                 6.4
 
1,578
5.5
 
900
4.5
 
142
3.4
 
Loans to
individuals
134
                 1.1
 
73
                 1.2
 
77
1.1
 
38
1.1
 
44
1.1
 
Tax-exempt and
other
31
                 0.8
 
34
                 0.9
 
47
1.1
 
47
1.2
 
67
1.7
 
Unallocated
1,250
                    -
 
1,334
                    -
 
1,811
                    -
 
1,747
                    -
 
1,235
                    -
 
Total
$14,705
100.0
$16,412
100.0
$15,717
100.0
$12,020
100.0
$10,732
100.0
                               
(1) Prior to 2007, no breakdown between commercial and residential mortgage was available.  Thus, all such real estate - mortgage amounts are
included in real estate - commercial mortgage.
             
(2) Prior to 2007, no breakdown between commercial and residential construction was available.  Thus, all such real estate - construction
amounts are included in real estate - commercial construction.


15

Deposits

The following table presents the average balance and the average rate paid on the Company’s deposits for each period (dollars in thousands):
 
 
     
2007
 
2006
 
2005
 
     
Average
Average
 
Average
Average
 
Average
Average
 
     
Balance
Rate
 
Balance
Rate
 
Balance
Rate
 
Non-interest bearing demand deposits
$  319,655
                         -
 
$  324,551
                         -
 
$  310,720
                         -
 
Interest-bearing transaction accounts
219,423
2.83
220,001
2.65
223,101
1.53
Money market deposit accounts
162,252
3.74
 
164,325
3.14
 
158,746
1.69
 
Savings deposits
238,379
2.61
 
272,476
2.43
 
321,326
1.99
 
Time certificates of deposit of $100,000 or more
226,953
4.84
 
219,723
4.52
 
175,495
2.85
 
Other time deposits
258,547
4.95
 
289,645
4.73
 
114,402
3.27
 
Total
$1,425,209
2.96
$1,490,721
2.76
$1,303,790
1.63

 
The following table sets forth, by time remaining to maturity, the Company’s certificates of deposit of $100,000 or more at December 31, 2007 (in thousands):
 
 
3 months or less
  $ 180,793  
Over 3 months through 6 months
    25,212  
Over 6 months through 12 months
    13,545  
Over 12 months
    6,424  
Total
  $ 225,974  

 
Short-Term Borrowings

The following information is provided on the Bank’s short-term borrowings for each period (dollars in thousands):
 
16

 
   
2007
   
2006
   
2005
 
 Balance, December 31 -
                 
 Securities sold under agreements to repurchase
    -       -       -  
 Federal funds purchased
    -       -       -  
 Federal Home Loan Bank advances
  $ 139,000       -     $ 18,500  
                         
Weighted-average interest rate on balance, December 31 -
                       
 Securities sold under agreements to repurchase
    -       -       -  
 Federal funds purchased
    -       -       -  
 Federal Home Loan Bank advances
    4.43 %     -       4.30 %
                         
Maximum outstanding at any month end -
                       
 Securities sold under agreements to repurchase
    -       -     $ 118,215  
 Federal funds purchased
  $ 22,500     $ 15,500     $ 17,000  
 Federal Home Loan Bank advances
  $ 222,000     $ 44,000     $ 95,000  
                         
Average daily amount outstanding -
                       
 Securities sold under agreements to repurchase
    -       -     $ 16,092  
 Federal funds purchased
  $ 7,196     $ 2,997     $ 6,341  
 Federal Home Loan Bank advances
  $ 103,093     $ 8,241     $ 47,397  
                         
Weighted-average interest rate on average daily amount outstanding -
                       
 Securities sold under agreements to repurchase
    -       -       3.18 %
 Federal funds purchased
    5.31 %     5.01 %     3.28 %
 Federal Home Loan Bank advances
    5.13 %     4.76 %     3.17 %
 
 
Selected Quarterly Financial Data (Unaudited)
(dollars in thousands, except per share data)
 
 
   
2007
   
2006
 
   
1st
   
2nd
   
3rd
   
4th
   
1st
   
2nd
   
3rd
   
4th
 
   
Quarter
   
Quarter
   
Quarter
   
Quarter
   
Quarter
   
Quarter
   
Quarter
   
Quarter
 
Interest income
  $ 27,708     $ 27,864     $ 27,472     $ 27,836     $ 24,082     $ 27,199     $ 26,272     $ 28,936  
Interest expense
    13,119       12,820       12,539       12,236       9,063       10,994       11,003       13,193  
Net interest income
    14,589       15,044       14,933       15,600       15,019       16,205       15,269       15,743  
Provision for loan and lease
losses
    1,574       627       653       1,610       592       815       788       295  
Net interest income after
provision
                                                               
  for loan and lease losses
    13,015       14,417       14,280       13,990       14,427       15,390       14,481       15,448  
Other income
    1,357       1,431       1,305       1,284       1,476       1,433       1,409       1,373  
Operating expenses (1) (2)
(3)
    11,815       14,566       10,832       14,700       11,873       12,476       12,481       796  
Income before income taxes
(1) (2) (3)
    2,557       1,282       4,753       574       4,030       4,347       3,409       16,025  
Provision for income taxes
(1) (2)
    810       352       1,670       104       1,264       1,383       1,024       12,646  
Net income (1) (2) (3)
  $ 1,747     $ 930     $ 3,083     $ 470     $ 2,766     $ 2,964     $ 2,385     $ 3,379  
Basic earnings per common
share
  $ 0.13     $ 0.07     $ 0.22     $ 0.03     $ 0.25     $ 0.27     $ 0.21     $ 0.29  
Diluted earnings per
common share
  $ 0.13     $ 0.07     $ 0.22     $ 0.03     $ 0.24     $ 0.27     $ 0.20     $ 0.29  
                                                                 
(1) 4th quarter 2006 amounts were impacted by settlement of previously disclosed litigation and accrual of estimated state taxes.
 
(2) 2007 amounts were impacted by Voluntary Exit Window program expenses (2nd quarter) and legal fees related to the purported
 
      shareholder derivative lawsuit (3rd and 4th quarters).
                                   
(3) 4th quarter 2007 amounts were impacted by the goodwill impairment accounting charge.
                         


17

ITEM 1A.                      RISK FACTORS

The following is a summary of risk factors relevant to our operations which should be carefully reviewed. These risk factors do not necessarily appear in the order of importance.
 
Banking laws and regulations could limit our access to funds from the Bank, one of our primary sources of liquidity.

As a bank holding company, one of our principal sources of funds is dividends from our subsidiaries.  These funds are used to service our debt as well as to pay expenses and dividends on our common stock.  Our non-consolidated interest expense on our debt obligations was $2.8 million and $2.5 million and our non-consolidated operating expenses were $16,000 and $10,000 in 2007 and 2006, respectively.  State banking regulations limit, absent regulatory approval, the Bank’s dividends to us to the lesser of the Bank’s undivided profits and the Bank’s retained net income for the current year plus its retained net income for the preceding two years (less any required transfers to capital surplus) up to the date of any dividend declaration in the current calendar year.  As a result of the net operating loss we incurred in 2005, from 2005 through 2007 the Bank was required to obtain advance regulatory approval from the Banking Department to pay dividends to the Company.  As of January 1, 2008 the Bank is no longer required to seek regulatory approval from the Banking Department to declare dividends.  As of January 1, 2008, a maximum of approximately $14 million was available to the Company from the Bank according to these limitations.

Federal bank regulatory agencies have the authority to prohibit the Bank from engaging in unsafe or unsound practices in conducting its business.  The payment of dividends or other transfers of funds to us, depending on the financial condition of the Bank, could be deemed an unsafe or unsound practice.

Dividend payments from the Bank would also be prohibited under the “prompt corrective action” regulations of the federal bank regulators if the Bank is, or after payment of such dividends would be, undercapitalized under such regulations.  In addition, the Bank is subject to restrictions under federal law that limit its ability to transfer funds or other items of value to us and our nonbanking subsidiaries, including affiliates, whether in the form of loans and other extensions of credit, investments and asset purchases, or other transactions involving the transfer of value.  Unless an exemption applies, these transactions by the Bank with us are limited to 10% of the Bank’s capital and surplus and, with respect to all such transactions with affiliates in the aggregate, to 20% of the Bank’s capital and surplus.  As of December 31, 2007, a maximum of approximately $28.0 million was available to us from the Bank according to these limitations.  Moreover, loans and extensions of credit to affiliates generally are required to be secured in specified amounts.  A bank’s transactions with its non-bank affiliates also are required generally to be on arm’s-length terms.  We do not have any borrowings from the Bank and do not anticipate borrowing from the Bank in the future.

Accordingly, we can provide no assurance that we will receive dividends or other distributions from the Bank and our other subsidiaries.

Our other primary source of funding is our DRP, which allows existing stockholders to reinvest cash dividends in our common stock and/or to purchase additional shares through optional cash investments on a quarterly basis.  Shares are purchased at up to a 5% discount from the current market price under either plan option.  No assurance can be given that we will continue the DRP or that stockholders will make purchases in the future.

Commercial real estate and commercial business loans expose us to increased lending risks.

Commercial real estate and commercial and industrial loans comprise the majority of our loan portfolio.  At December 31, 2007, our portfolio of commercial and industrial loans totaled approximately $323 million and our commercial real estate loans amounted to approximately $434 million, in comparison to total loans of $1.0 billion.  Commercial loans generally expose a lender to greater risk of non-payment and loss than non-commercial loans because repayment of commercial loans often depends on the successful operation and cash flow of the borrowers.  Such loans also typically involve larger loan balances to single borrowers or groups of related borrowers compared to non-commercial loans.  Consequently, an adverse development with respect to a commercial real estate loan or commercial business loan can expose us to a significantly greater risk of loss compared to an adverse development with respect to a non-commercial loan.  Commercial real estate loans may present special lending risks and may expose lenders to unanticipated earnings and capital volatility due to adverse changes in the general commercial real estate market.
18


Our results of operations are affected by economic conditions in the New York metropolitan area and nationally.

Our operations are located almost entirely in New York, with close to 100% of our loan portfolio as of December 31, 2007 derived from operations in Nassau, Suffolk and Queens counties.  As a result of this geographic concentration, our results of operations largely depend upon economic conditions in this area.

There has been a deterioration in the real estate market on a nationwide basis, which has resulted in a decline of residential real estate values in the New York metropolitan area.  Decreases in real estate values could adversely affect the value of property used as collateral for our loans.  No assurance can be given that the original appraised values are reflective of current market conditions. The second half of 2007 was highlighted by significant disruption and volatility in the financial and capital marketplaces.  This turbulence has been attributable to a variety of factors, including the fallout associated with the subprime mortgage market.  One aspect of this fallout has been significant deterioration in the activity of the secondary residential mortgage market.  The disruptions have been exacerbated by the continued decline of the real estate and housing markets along with significant mortgage loan related losses incurred by many lending institutions.  The turmoil in the mortgage market has impacted the global and domestic markets and has led to a significant decline in economic growth during the second half of 2007 and a national economy bordering on recession.

Adverse changes in the economy caused by inflation, recession, unemployment or other factors beyond our control may also have a negative effect on the ability of our borrowers to make timely loan payments, which would have an adverse impact on our earnings. Consequently, deterioration in economic conditions, particularly in the New York metropolitan area, could have a material adverse impact on the quality of our loan portfolio, which could result in an increase in delinquencies causing a decrease in our interest income, as well as an adverse impact on our loan loss experience, causing an increase in our allowance for loan losses.  Such deterioration could also adversely impact the demand for our products and services, and, accordingly, our results of operations.

The Bank makes various assumptions and judgments about the collectibility of our loan and lease portfolio and provides an allowance for loan and lease losses based on a number of factors.  If, due to unforeseen and/or uncontrollable circumstances, there are changes to the variables upon which our assumptions are made, the allowance for loan and lease losses may not be sufficient to cover our losses and could require us to charge-off a higher percentage of our loans and leases and/or increase our allowance for loan and lease losses, which would reduce our income.  During 2007, we experienced an increase in non-performing loans and net loan charge-offs.  No assurance can be given that these conditions will improve or will not worsen or that such conditions will not result in a further increase in delinquencies, causing a decrease in our interest income, or continue to have an adverse impact on our loan loss experience, causing an increase in our allowance for loan and lease losses.
 
Recent purported shareholder derivative litigation against the Company and our directors and officers may result in a material additional expense to the Company and cause our directors and officers to devote substantial time and attention to the defense of the litigation.

On July 18, 2007, the Company was served with a Summons and Complaint in a purported shareholder derivative lawsuit, filed in the Supreme Court of the State of New York, County of Nassau (Index No. 07-012411) by persons identifying themselves as shareholders of the Company and purporting to act on behalf of the Company, naming the Company as a nominal defendant and certain of the Company’s current and former directors and officers as defendants. The lawsuit alleges, among other things, (1) that the defendant directors and officers breached their fiduciary duty to the Company in connection with the Company’s previously disclosed dealing with Island Mortgage Network, Inc., which resulted in litigation in the United States District Court for the Eastern District of New York (the “IMN Matter”) and (2) that the directors engaged in corporate waste by awarding bonuses to certain officers who participated in the IMN matter and by offering a voluntary exit window program to certain officers who participated in the IMN matter. The amount of damages claimed was not specified in the Complaint. If the plaintiffs prevail against the defendant directors and officers it is possible that such directors and officers could be entitled to indemnification from the Company for all or a portion of such damages. While we cannot predict or determine the outcome of this litigation, the potential expenses, including possible indemnification costs, associated with the litigation may be material and our officers and directors may need to devote a substantial amount of their time and attention to the defense of the litigation.  Legal expenses in 2007 included $1.9 million in outside counsel fees relating to this matter.
19


Changes in economic conditions or interest rates may negatively affect our earnings, capital and liquidity.

The results of operations for financial institutions, including the Bank, may be materially adversely affected by changes in prevailing local and national economic conditions, including declines in real estate market values, rapid increases or decreases in interest rates and changes in the monetary and fiscal policies of the federal government.  Our profitability is heavily influenced by the spread between the interest rates earned on investments and loans and the interest rates paid on deposits and other interest-bearing liabilities.  Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors that influence market interest rates and our ability to respond to changes in such rates.  At any given time, our assets and liabilities may be affected differently by a change in interest rates.  We expect that interest rate spreads will continue to tighten due to competitive pressures, resulting in a narrowing of our interest rate margin on most loan and lease offerings. Funding costs are expected to rise slightly during 2008 as competitive pressures are expected to push up deposit rates and the continued disintermediation of low cost core deposit balances into CD products remains a factor. We expect that, notwithstanding the shape of the yield curve, our net interest margin may decline modestly in 2008 from current levels.  Should the economy experience a prolonged slowdown resulting in the Federal Reserve lowering interest rates further, we may experience a more significant decline in our net interest margin.
 
Strong competition within our market areas could hurt our profits and slow growth.

The New York metropolitan area has a high density of financial institutions, a number of which are significantly larger and have greater financial resources than we have, including access to capital, and as such, may have higher lending limits and may offer other services not offered by us.  Additionally over the past several years, various large out-of-state financial institutions have entered the New York metropolitan area market.  All are our competitors to varying degrees.

We face intense competition in making loans and attracting deposits.  Our competition for loans, both locally and nationally, comes principally from commercial banks, savings banks, insurance companies, credit unions and money market funds.  Also, as a result of the deregulation of the financial industry, we also face competition from other providers of financial services such as corporate and government securities funds as well as from other financial intermediaries such as brokerage firms and insurance companies.

Changes in banking laws could have a material adverse effect on us.

We are extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole.  In addition, we are subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles and governmental economic and monetary policies.  We cannot predict whether any of these changes may materially adversely affect us.  Federal and state banking regulators also possess broad powers to take enforcement actions as they deem appropriate. These enforcement actions may result in higher capital requirements, higher insurance premiums, limitations on our activities, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes, that could have a material adverse effect on our business and profitability.  In addition, we must comply with significant anti-money laundering and anti-terrorism laws.  Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws.
20


We continually encounter technological change, and may have fewer resources than our competitors to continue to invest in technological improvements.

The banking industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services.  In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs.  Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as create additional efficiencies in our operations.  Many competitors have substantially greater resources to invest in technological improvements.  There can be no assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers.
 
 
ITEM 1B.                      UNRESOLVED STAFF COMMENTS

None.

21


ITEM 2.  PROPERTIES
     
The following table sets forth certain information relating to properties owned or used in the Company's banking activities at
December 31, 2007:
     
       
Location
Owned or Leased
Lease Expiration Date
Renewal Terms
Main Office:
     
699 Hillside Avenue
Building owned, land leased
3/27/2009
One ten-year renewal option
New Hyde Park, NY
     
Executive, Lending and
     
Administrative Facilities:
     
Two Jericho Plaza
Leased
3/31/2012
None
Jericho, NY
     
Nassau County Branch Offices:
     
222 Old Country Road
Leased
4/30/2010
One ten-year renewal option
Mineola, NY
   
and two five-year renewal options
339 Nassau Boulevard
Owned
N/A
N/A
Garden City South, NY
     
501 North Broadway
Leased
10/31/2011
Two twelve-year renewal options
Jericho, NY
     
135 South Street
Owned
N/A
N/A
Oyster Bay, NY
     
2 Lincoln Avenue
Leased
5/31/2009
None
Rockville Centre, NY
     
960 Port Washington Boulevard
Leased
4/24/2012
Four five-year renewal options
Port Washington, NY
     
1055 Old Country Road
Leased
6/30/2015
Two five-year renewal options
Westbury, NY
     
Suffolk County Branch Offices:
     
27 Smith Street
Leased
10/31/2012
One five-year renewal option
Farmingdale, NY
     
740 Veterans Memorial Highway
Leased
6/30/2010
One ten-year renewal option
Hauppauge, NY
     
580 East Jericho Turnpike
Leased
12/31/2008
None
Huntington Station, NY
     
4250 Veterans Memorial Highway
Leased
12/31/2008
Two five-year renewal options
Holbrook, NY
     
234 Route 25A
Leased
5/31/2010
One five-year renewal option
East Setauket, NY
     
Queens County Branch Offices:
     
49-01 Grand Avenue
Leased
4/30/2011
One five-year renewal option
Maspeth, NY
     
75-20 Astoria Boulevard
Leased
5/30/2011
One five-year renewal option
Jackson Heights, NY
     
21-31 46th Avenue
Leased
1/31/2011
None
Long Island City, NY
     
New York County Branch Office:
     
780 Third Avenue
Leased
12/31/2017
None
New York, NY
     
Subsidiary and Other Facilities:
     
501 Silverside Road
Leased
7/31/2008
One-year renewal options
Wilmington, DE
     
100 Jericho Quadrangle
Leased
12/31/2009
None
Jericho, NY
     
716 N. Bethlehem Pike
Leased
8/31/2008
One-year renewal options
Lower Gwynedd, PA
     
 
22

The fixtures and equipment contained in these operating facilities are owned or leased by the Bank.  The Company considers that all of its premises, fixtures and equipment are adequate for the conduct of its business.


ITEM 3.                      LEGAL PROCEEDINGS

New York State Department of Taxation and Finance Notice of Deficiency

In 2005, the Company received a notice of deficiency from the New York State Department of Taxation and Finance (the “Tax Department”) with respect to New York State franchise tax for the years ended December 31, 1999, 2000 and 2001. The Tax Department contended that the Company’s tax liability should have been increased by $5.3 million (including $1.9 million in interest and $0.3 million in penalties) based on their assertion that SB Financial and SB Portfolio (the “Delaware Subsidiaries”), which are organized and operated entirely outside of the State of New York, should be included in the Company’s New York State combined franchise tax reports. In support of the deficiency assessment the Tax Department alleged, inter alia, that the transfer of assets to, and the operations of, the Delaware Subsidiaries were for tax avoidance purposes only and lacked economic substance, and that the Delaware Subsidiaries met the statutory requirements for inclusion with the Company’s income for calculation of the Company’s New York State taxes. After deducting the estimated federal tax benefit of $1.8 million arising from this, the Company’s net tax liability for years 1999 through 2001 would have been approximately $3.5 million.  Based on the Tax Department’s asserting the same position for calendar years 2002 through 2006, management estimated that the additional franchise tax liability for these years would have been $6.7 million (including $1.2 million in interest and $0.5 million in penalties).  After deducting the estimated federal tax benefit of $2.3 million arising from this, the Company’s net tax liability for years 2002 through 2006 would have been approximately $4.4 million.

Following a lengthy fourth-quarter 2006 management review of the issues involved in this matter, including an assessment of the risk of an adverse outcome and a projection of the substantial time and cost to litigate, the Company established a reserve of $10 million during the fourth quarter of 2006 (before federal tax benefit) for the potential tax liability. This reserve was established considering the deficiency notice covering the 1999-2001 periods in the amount of $5.3 million (before federal tax benefit) and assumed that the Tax Department would likely assert the same claims for the calendar years 2002-2006.

Beginning on January 1, 2007, the Company began to include earnings of the Delaware Subsidiaries for purposes of its financial statement provision for New York State taxes.  The impact of this inclusion for the year ended December 31, 2007 was immaterial to the financial statements and earnings per share.  In order to limit the statutory interest, which accrues at a rate ranging from 6% to 10%, on the amounts of franchise taxes in dispute, the Company remitted $9.2 million to the Tax Department in 2007 for the period 1999-2006.

In December 2007, the Company executed a tax closing agreement with the Tax Department which constituted a final and conclusive settlement of the previously reported audit covering the 1999-2001 period and all subsequent years through 2006.  The final settlement was for an amount less than the reserve previously accrued in the fourth quarter of 2006 and resulted in a reduction of the Company’s full year 2007 provision for income taxes.
 
Purported Shareholder Derivative Suit

On July 18, 2007, the Company was served with a Summons and Complaint in a purported shareholder derivative lawsuit, filed in the Supreme Court of the State of New York, County of Nassau (Index No. 07-012411) by Ona Guthartz, First Wall Securities, Inc. and Alan Guthartz as custodian for Jason Guthartz, identifying themselves as shareholders of the Company and purporting to act on behalf of the Company, naming the Company as a nominal defendant and certain of the Company’s current and former directors and officers as defendants.  The lawsuit alleges, among other things, (1) that the defendant directors and officers breached their fiduciary duty to the Company in connection with the Company’s previously disclosed dealings with Island Mortgage Network, Inc. and the resulting litigation in the United States District Court for the Eastern District of New York (the “IMN Matter”) and (2) that the directors engaged in corporate waste by awarding bonuses to certain officers who participated in the IMN Matter and by offering a voluntary exit window program to certain officers who participated in the IMN Matter, each of which have been previously disclosed by the Company.  An amount of damages was not specified in the Complaint.

23

At the Company’s Board of Directors meeting held on July 24, 2007, a Special Litigation Committee of the Board of Directors was established to examine the merits of the allegations made in the lawsuit.  The current members of the Special Litigation Committee are Nicos Katsoulis and the Honorable John J. LaFalce.

The lawsuit is pending.  The directors and officers subject to the lawsuit may, subject to certain conditions, be entitled to indemnification by the Company for all or a portion of any expenses or losses incurred by such directors and officers in connection with the lawsuit.  While we cannot predict or determine the outcome of this lawsuit, the potential expenses, including possible indemnification costs, associated with the litigation may be material.  For the twelve months ended December 31, 2007, the Company incurred $1.9 million in legal expenses related to this lawsuit.  All costs incurred to date have been recognized in the Company’s financial statements. At December 31, 2007, there has been no accrual established for any liability that may arise from this matter, nor has any receivable been established for potential insurance reimbursement of bills incurred to date.

Other

The Company and the Bank are subject to legal proceedings and claims that arise in the ordinary course of business.  In the opinion of management, the amount of ultimate liability, if any, with respect to such matters will not materially affect future operations and will not have a material impact on the Company’s financial statements.


ITEM 4.                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS>
 
There were no matters submitted to a vote of stockholders during the quarter ended December 31, 2007.


PART II


At December 31, 2007, the approximate number of equity stockholders was as follows:

Title of Class:  Common Stock
Number of Record Holders:  1,432

The Company’s common stock trades on the NASDAQ Global Market under the symbol STBC.  The approximate high and low closing prices for the Company’s common stock for the years ended December 31, 2007 and 2006, were as follows:

   
2007
   
2006
 
   
High Close
   
Low Close
   
High Close
   
Low Close
 
1st Quarter
  $ 22.19     $ 18.60     $ 19.02     $ 14.17  
2nd Quarter
  $ 20.34     $ 16.67     $ 17.26     $ 14.25  
3rd Quarter
  $ 16.83     $ 15.00     $ 20.90     $ 17.23  
4th Quarter
  $ 16.65     $ 12.92     $ 20.10     $ 17.20  


24

The Company’s primary funding sources are dividends from the Bank and proceeds from the DRP.  Certain regulatory agencies impose limitations on the declaration of dividends by the Bank.  Under these limitations, at December 31, 2007, no dividends could be declared without prior approval of the Banking Department.   As of January 1, 2008, the Bank is no longer required to seek regulatory approval to declare dividends.  The Company’s Board declared a cash dividend of $0.15 per share at its January 29, 2008 meeting.  The following schedule summarizes the Company’s dividends paid for the years ended December 31, 2007 and 2006:

Record Date
Dividend Payment Date
 
Cash Dividends Paid Per Common Share
 
November 16, 2007
December 10, 2007
  $ 0.15  
August 17, 2007
September 10, 2007
  $ 0.15  
March 23, 2007
April 9, 2007
  $ 0.15  
           
December 4, 2006
December 22, 2006
  $ 0.15  
August 25, 2006
September 8, 2006
  $ 0.15  
May 8, 2006
June 9, 2006
  $ 0.15  
December 16, 2005
January 6, 2006
  $ 0.15  


The Company did not repurchase any of its common stock during 2007.  In 1998, the Board authorized a stock repurchase program enabling the Company to buy back up to 50,000 shares of its common stock.  Subsequently, the Board authorized increases in the Company’s stock repurchase program that now enables the Company to buy back up to a cumulative total of 1.5 million shares of its common stock.  The repurchases may be made from time to time as market conditions permit, at prevailing prices on the open market or in privately negotiated transactions.  The program may be discontinued at any time.  At December 31, 2007, 512,348 shares were still available for repurchase under the existing plan.  
 
The following Performance Graph compares the yearly percentage change in the Company’s cumulative total stockholder return on its common stock with the cumulative total return of the NASDAQ Market Index and the cumulative total returns of sixty-eight (68) Northeast NASDAQ Banks.
 
25


 
2002
2003
2004
2005
2006
2007
State Bancorp, Inc.
       $100.00
       $145.61
       $177.66
       $133.52
       $155.94
       $109.19
Peer group index
       100.00
       132.19
       148.50
       137.85
       151.32
       123.97
NASDAQ market index
       100.00
       150.36
       163.00
       166.58
       183.68
       201.91
 
The Company’s selected financial data for the last five years follows:
 
26

 
As of or for the Fiscal Year Ended December 31,
 
2007
   
2006
   
2005
   
2004
 
2003
OPERATING RESULTS
                                               
Interest income
  $ 110,880,378           $ 106,489,337           $ 83,420,469           $ 70,037,106     $ 64,682,876  
Interest expense
  $ 50,714,997           $ 44,252,825           $ 24,901,496           $ 12,800,553     $ 11,534,977  
Net interest income
  $ 60,165,381           $ 62,236,512           $ 58,518,973           $ 57,236,553     $ 53,147,899  
Provision for loan and lease losses
  $ 4,463,500           $ 2,489,998           $ 3,650,000           $ 4,506,000     $ 3,935,004  
Net interest income after provision
                                                         
 for loan and lease losses
  $ 55,701,881           $ 59,746,514           $ 54,868,973           $ 52,730,553     $ 49,212,895  
Other income
  $ 5,376,000           $ 5,690,766           $ 5,810,464           $ 7,050,925     $ 9,142,923  
Operating expenses
  $ 51,912,861           $ 37,626,469           $ 124,640,683           $ 41,043,230     $ 41,089,081  
Net income (loss)
  $ 6,229,478           $ 11,493,879           $ (36,548,251 )         $ 13,376,009     $ 12,015,173  
COMMON SHARE DATA
                                                         
Basic earnings (loss) per common share
(1)
  $ 0.45           $ 1.02           $ (3.32 )         $ 1.24     $ 1.13  
Diluted earnings (loss) per common
share (1)
  $ 0.45           $ 1.00           $ (3.32 )         $ 1.20     $ 1.10  
Stock dividends/splits
    -             -             20 %     (2 )     5 %     5 %
Cash dividends per common share (1)