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Suffolk Bancorp 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

Commission file number 000-13580

 

 

SUFFOLK BANCORP

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

New York State   11-2708279

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

4 West Second Street, Riverhead, New York   11901
(Address of Principal Executive Offices)   (Zip Code)

(631) 727-5667

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

9,660,459 SHARES OF COMMON STOCK OUTSTANDING AS OF July 30, 2010

 

 

 


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SUFFOLK BANCORP AND SUBSIDIARIES

 

     Page

Part I—Financial Information (unaudited)

  

Item 1.       Financial Statements

  

Consolidated Statements of Condition

   4

Consolidated Statements of Income, For the Three Months Ended June 30, 2010 and 2009

   5

Consolidated Statements of Income, For the Six Months Ended June 30, 2010 and 2009

   6

Consolidated Statements of Cash Flows, For the Six Months Ended June 30, 2010 and 2009

   7

Notes to the Unaudited Consolidated Financial Statements

   8

(1) Basis of Presentation

   8

(2) Stock-based Compensation

   8

(3) Income Taxes

   9

(4) Fair Value

   9

(5) Investment Securities

   13

(6) Allowance for Loan Losses

   15

(7) Comprehensive Income

   15

(8) Retirement Plan

   15

(9) Recent Accounting Pronouncements

   16

Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

   17

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

   27

Item 4.       Controls and Procedures

   27

Part II—Other Information

  

Item 1A.    Risk Factors

   27

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

   28

Item 6.       Exhibits and Reports on Form 8-K

   29
Signatures    29

Certifications of Periodic Report – Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

  

 

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SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands of dollars except for share and per share data)

 

     June 30,
2010
    December 31,
2009
 
     unaudited        

ASSETS

    

Cash & Due from Banks

   $ 48,609      $ 37,007   

Federal Reserve Bank Stock

     652        652   

Federal Home Loan Bank Stock

     5,462        8,346   

Investment Securities:

    

Available for Sale, at Fair Value

     444,435        437,000   

Held to Maturity (Fair Value of $11,154 and $10,096, respectively)

    

Obligations of States & Political Subdivisions

     10,250        9,243   

Corporate Bonds & Other Securities

     100        100   
                

Total Investment Securities

     454,785        446,343   
                

Total Loans

     1,159,189        1,160,379   

Less: Allowance for Loan Losses

     20,866        12,333   
                

Net Loans

     1,138,323        1,148,046   
                

Premises & Equipment, Net

     22,569        23,346   

Accrued Interest Receivable, Net

     7,022        7,223   

Goodwill

     814        814   

Other Assets

     24,716        22,719   
                

TOTAL ASSETS

   $ 1,702,952      $ 1,694,496   
                

LIABILITIES & STOCKHOLDERS’ EQUITY

    

Demand Deposits

   $ 513,781      $ 487,648   

Saving, N.O.W. & Money Market Deposits

     613,171        578,551   

Time Certificates of $100,000 or more

     223,902        211,898   

Other Time Deposits

     104,627        107,181   
                

Total Deposits

     1,455,481        1,385,278   

Federal Home Loan Bank Borrowings

     82,900        150,800   

Dividend Payable on Common Stock

     2,124        2,115   

Accrued Interest Payable

     647        829   

Other Liabilities

     18,604        18,303   
                

TOTAL LIABILITIES

     1,559,756        1,557,325   
                

STOCKHOLDERS’ EQUITY

    

Common Stock (par value $2.50; 15,000,000 shares authorized; 9,652,708 and 9,615,494 shares outstanding at June 30, 2010 and December 31, 2009, respectively)

     34,137        34,031   

Surplus

     22,464        21,685   

Treasury Stock at Par (4,002,158 and 3,996,878 shares, respectively)

     (10,005     (9,992

Retained Earnings

     95,099        93,154   
                
     141,695        138,878   

Accumulated Other Comprehensive Income (Loss), Net of Tax

     1,501        (1,707
                

TOTAL STOCKHOLDERS’ EQUITY

     143,196        137,171   
                

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

   $ 1,702,952      $ 1,694,496   
                

See accompanying notes to consolidated financial statements.

 

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SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars except for share and per share data)

 

     For the Three Months Ended
      June 30,
2010
   June 30,
2009
    

unaudited

   unaudited

INTEREST INCOME

     

Federal Funds Sold & Interest from Bank Deposits

   $ 3    $ 3

United States Treasury Securities

     71      99

Obligations of States & Political Subdivisions

     1,960      1,757

Mortgage-Backed Securities

     1,979      1,713

U.S. Government Agency Obligations

     203      656

Corporate Bonds & Other Securities

     125      153

Loans

     17,508      17,647
             

Total Interest Income

     21,849      22,028
             

INTEREST EXPENSE

     

Saving, N.O.W. & Money Market Deposits

     864      867

Time Certificates of $100,000 or more

     761      852

Other Time Deposits

     453      674

Federal Funds Purchased and Repurchase Agreements

     1      —  

Interest on Borrowings

     426      726
             

Total Interest Expense

     2,505      3,119
             

Net-interest Income

     19,344      18,909

Provision for Loan Losses

     2,983      1,050
             

Net-interest Income After Provision for Loan Losses

     16,361      17,859
             

OTHER INCOME

     

Service Charges on Deposit Accounts

     1,264      1,336

Other Service Charges, Commissions & Fees

     920      851

Fiduciary Fees

     210      256

Net Securities Gains

     12      —  

Other Operating Income

     216      381
     

Total Other Income

     2,622      2,824
     

OTHER EXPENSE

     

Salaries & Employee Benefits

     7,193      6,870

Net Occupancy Expense

     1,266      1,239

Equipment Expense

     532      561

FDIC Assessments

     624      1,261

Other Operating Expense

     2,784      2,600
     

Total Other Expense

     12,399      12,531
     

Income Before Provision for Income Taxes

     6,584      8,152

Provision for Income Taxes

     1,792      2,444
     

NET INCOME

   $ 4,792    $ 5,708
     

Weighted Average: Common Shares Outstanding

     9,651,857      9,598,364

Dilutive Stock Options

     7,915      16,500
     

Weighted Average Total Common Shares and Dilutive Options

     9,659,772      9,614,864

EARNINGS PER COMMON SHARE                                                                                                       Basic

   $ 0.50    $ 0.59

Diluted

   $ 0.50    $ 0.59

DIVIDENDS PER COMMON SHARE

   $ 0.22    $ 0.22

See accompanying notes to consolidated financial statements.

 

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SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars except for share and per share data)

 

     For the Six Months Ended
      June 30,
2010
   June 30,
2009
     unaudited    unaudited

INTEREST INCOME

     

Federal Funds Sold & Interest from Bank Deposits

   $ 5    $ 4

United States Treasury Securities

     142      198

Obligations of States & Political Subdivisions

     3,839      3,450

Mortgage-Backed Securities

     4,069      3,546

U.S. Government Agency Obligations

     405      1,443

Corporate Bonds & Other Securities

     225      211

Loans

     35,081      34,876
             

Total Interest Income

     43,766      43,728
             

INTEREST EXPENSE

     

Saving, N.O.W. & Money Market Deposits

     1,724      1,798

Time Certificates of $100,000 or more

     1,562      1,631

Other Time Deposits

     929      1,418

Federal Funds Purchased and Repurchase Agreements

     2      120

Interest on Other Borrowings

     959      1,713
             

Total Interest Expense

     5,176      6,680
             

Net-interest Income

     38,590      37,048

Provision for Loan Losses

     11,820      2,025
             

Net-interest Income After Provision

     26,770      35,023
             

OTHER INCOME

     

Service Charges on Deposit Accounts

     2,530      2,665

Other Service Charges, Commissions & Fees

     1,584      1,657

Fiduciary Fees

     517      542

Net Security Gains

     12      —  

Other Operating Income

     487      723
             

Total Other Income

     5,130      5,587
             

OTHER EXPENSE

     

Salaries & Employee Benefits

     14,225      13,702

Net Occupancy Expense

     2,694      2,587

Equipment Expense

     1,065      1,133

FDIC Assessments

     1,227      1,685

Other Operating Expense

     5,071      5,100
             

Total Other Expense

     24,282      24,207
             

Income Before Provision for Income Taxes

     7,618      16,403

Provision for Income Taxes

     1,294      5,036
             

NET INCOME

   $ 6,324    $ 11,367
             

Average: Common Shares Outstanding

     9,643,056      9,594,294

Dilutive Stock Options

     7,316      17,892
             

Average Total Common Shares and Dilutive Options

     9,650,372      9,612,186

EARNINGS PER COMMON SHARE                                                                                                       Basic

   $ 0.66    $ 1.18
Diluted    $ 0.66    $ 1.18

DIVIDENDS PER COMMON SHARE

   $ 0.44    $ 0.44

See accompanying notes to consolidated financial statements.

 

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SUFFOLK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

 

     For the Six Months Ended  
     June 30,
2010
       June 30,
2009
 
     unaudited        unaudited  

NET INCOME

   $ 6,324         $ 11,367   

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH

       

CASH FLOWS FROM OPERATING ACTIVITIES

       

Provision for Loan Losses

     11,820           2,025   

Depreciation & Amortization

     1,266           1,256   

Net Security Gains

     (12        —     

Stock Based Compensation

     8           71   

Accretion of Discounts

     (75        (143

Amortization of Premiums

     1,406           536   

Decrease in Accrued Interest Receivable

     202           30   

Increase in Other Assets

     (4,192        (787

Decrease in Accrued Interest Payable

     (182        (1,340

Increase (Decrease) in Other Liabilities

     298           (466
                   

Net Cash Provided by Operating Activities

     16,863           12,549   
                   

CASH FLOWS FROM INVESTING ACTIVITIES

       

Principal Payments on Investment Securities Available for Sale

     14,766           19,518   

Proceeds from Sale of Investment Securities Available for Sale

     1,232           —     

Maturities of Investment Securities; Available for Sale

     —             69,000   

Purchases of Investment Securities; Available for Sale

     (19,344        (88,774

Maturities of Investment Securities; Held to Maturity

     4,707           8,937   

Purchases of Investment Securities; Held to Maturity

     (2,833        (7,174

Loan Disbursements & Repayments, Net

     (2,094        (41,649

Purchases of Premises & Equipment, Net

     (490        (2,290
                   

Net Cash Used in Investing Activities

     (4,056        (42,432
                   

CASH FLOWS FROM FINANCING ACTIVITIES

       

Net Increase in Deposit Accounts

     70,204           213,482   

Dividends Paid to Shareholders

     (4,237        (4,218

Stock Options and Stock Appreciation Rights Exercised

     209           —     

Dividend Reinvestment in Common Stock, Net

     519           411   

Short-term Borrowings and Repayments, Net

     (67,900        (134,820
                   

Net Cash (Used) in Provided by Financing Activities

     (1,205        74,855   
                   

Net Increase in Cash & Cash Equivalents

     11,602           44,972   

Cash & Cash Equivalents Beginning of Period

     37,007           41,513   
                   

Cash & Cash Equivalents End of Period

   $ 48,609         $ 86,485   
                   

Supplemental Disclosure of Cash Flow Information

       

Cash Received During the Six Month Period for Interest

   $ 43,967         $ 43,754   
                   

Cash Paid During the Six Month Period for:

       

Interest

   $ 5,357         $ 8,019   

Income Taxes

     6,203           6,487   
                   

Total Cash Paid for Interest & Income Taxes

   $ 11,560         $ 14,506   
                   

See accompanying notes to consolidated financial statements.

 

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SUFFOLK BANCORP AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1)    Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements of Suffolk Bancorp (“Suffolk”) and its consolidated subsidiaries, primarily Suffolk County National Bank (the “Bank”), have been prepared to reflect all adjustments (consisting solely of normally recurring accruals) necessary for a fair presentation of the financial condition and results of operations for the periods presented. Certain information and footnotes normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted. Notwithstanding, management believes that the disclosures are adequate to prevent the information from misleading the reader, particularly when the accompanying consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes thereto included in the Registrant’s Annual Report on Form 10-K, for the year ended December 31, 2009. Certain reclassifications have been made to the prior year’s consolidated financial statements that conform with the current year’s presentation. Such reclassifications had no impact on net income.

The results of operations for the six months ended June 30, 2010 are not necessarily indicative of the results of operations to be expected for the remainder of the year.

(2)    Stock-based Compensation

At June 30, 2010, Suffolk had one stock-based employee compensation plan, the Suffolk Bancorp 2009 Stock Incentive Plan (“the Plan”), under which 500,000 shares of Suffolk’s common stock were originally reserved for issuance to key employees and directors, and of which none had yet been issued at that date. Options are awarded by a committee appointed by the Board of Directors. The Plan provides that the option price shall not be less than the fair value of the common stock on the date the option is granted. All options are exercisable for a period of ten years or less. The Plan provides for but does not require the grant of stock appreciation rights that the holder may exercise instead of the underlying option. When the stock appreciation right is exercised, the underlying option is canceled. The optionee receives shares of common stock or cash with a fair market value equal to the excess of the fair value of the shares subject to the option at the time of exercise (or the portion thereof so exercised) over the aggregate option price of the shares set forth in the option agreement. The exercise of stock appreciation rights is treated as the exercise of the underlying option. Options vest after one year and expire after ten years except as otherwise specified in the option agreement.

Stock based compensation for all share-based payments to employees, including grants of employee stock options, are recorded in the financial statements based on their fair values. During the three months ended June 30, 2010, no compensation expense was recorded for stock-based compensation. During the six months ended June 30, 2010, $8,000 of compensation expense, net of a tax benefit of $3,000, was recorded for stock-based compensation. As of June 30, 2010, there was no unrecognized compensation cost related to non-vested options under the Plan.

The following table presents the options granted, exercised, or expired during the six months ended June 30, 2010:

 

     Shares     Wtd. Avg.
Exercise

Balance at December 31, 2009

   154,500      $ 27.81

Options granted

   —          —  

Options exercised

   (25,000     14.27

Options expired or terminated

   (36,000     32.32
            

Balance at June 30, 2010

   93,500      $ 29.69
            

 

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The following table presents certain information about the valuation of options outstanding on June 30, 2010 and December 31, 2009:

 

At, or during,

   Three Months Ended
6/30/2010
    Year Ended
12/31/2009
 

Exercisable options (vested)

     93,500        139,500   

Weighted average fair value of options (Black-Scholes model)at date of grant:

   $ 9.24      $ 9.24   

Black-Scholes Assumptions:

    

Risk-free interest rate

     3.17     3.17

Expected dividend yield

     3.06     3.06

Expected life in years

     10        10   

Expected volatility

     36.90     36.90

The following table details contractual weighted-average lives of outstanding options at various prices:

 

     By range of exercise prices
from
to
   $13.13
15.50
   $28.30
32.90
   $34.39
34.95

Outstanding stock options

     14,000      57,000      22,500

Weighted-average remaining life

     0.56      6.22      4.91

Weighted-average exercise price

   $ 15.50    $ 31.17    $ 34.76

Exercisable stock options

     14,000      57,000      22,500

Weighted-average remaining life

     0.56      6.22      4.91

Weighted-average exercise price

   $ 15.50    $ 31.17    $ 34.76
          Weighted-average

At all prices

   Options    price    life (yrs)

Total outstanding(1)

     93,500    $ 29.69      5.05

Total exercisable

     93,500    $ 29.69      5.05
                    

 

  (1) Options to purchase 86,184 shares of common stock at a range of $31.18 - $34.95 per share were outstanding during the first six months of 2010, and options to purchase 136,608 shares of common stock at a range of $28.30 - $34.95 per share were outstanding during the first six months of 2009, but were not included in the computation of diluted Earnings-Per-Share (“EPS”) on the Consolidated Statement of Income because the exercise price was greater than the average market price of the common shares. These options expire beginning in 2013.

(3)    Income Taxes

Suffolk uses an asset and liability approach to accounting for income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets are recognized if it is more likely than not that a future benefit will be realized. It is management’s position that no valuation allowance is necessary against any of Suffolk’s deferred tax assets. Suffolk accounts for income taxes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes, which prescribes the recognition and measurement criteria related to tax positions taken or expected to be taken in a tax return. Suffolk had unrecognized tax benefits including interest of approximately $35,000 as of June 30, 2010. Suffolk recognizes interest and penalties accrued relating to unrecognized tax benefits in income tax expense.

(4)    Fair Value

Suffolk records investments available for sale and impaired loans at fair value. Fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability in an exchange. The definition of fair value includes the exchange price which is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the principal market for the asset or liability. Market participant assumptions include assumptions about risk, the risk inherent in a particular valuation technique used to measure fair value and/or the risk inherent in the inputs to the valuation technique, as well as the effect of credit risk on the fair value of liabilities. Suffolk uses three levels of the fair value inputs to measure assets, as described below.

 

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Basis of Fair Value Measurement:

Level 1 – Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that use pricing models or matrix pricing;

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table presents the carrying amounts and fair values of Suffolk’s financial instruments. FASB ASC 825, “Financial Instruments”, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation: (in thousands)

 

     6/30/2010    12/31/2009
     Carrying
Amount
   Fair
Value
   Carrying
Amount
   Fair
Value

Cash & cash equivalents

   $ 48,609    $ 48,609    $ 37,007    $ 37,007

Investment securities available for sale

     444,435      444,435      437,000      437,000

Investment securities held to maturity

     10,350      11,154      9,343      10,096

Loans, net

     1,159,189      1,182,688      1,160,379      1,178,429

Deposits

     1,455,481      1,457,781      1,385,278      1,387,241

Borrowings

     82,900      84,622      150,800      152,328

Fair value estimates are made at a specific point in time and may be based on judgments regarding losses expected in the future, risk, and other factors that are subjective in nature. The methods and assumptions used to produce the fair value estimates follow.

Short-term financial instruments are valued at the carrying amounts included in the consolidated statements of condition, which are reasonable estimates of fair value due to the relatively short term of the instruments. This approach applies to cash and cash equivalents; federal funds purchased; accrued interest receivable; non-interest-bearing demand deposits; N.O.W., money market, and saving accounts; accrued interest payable; and other borrowings. Federal Home Loan Bank advances/borrowings are measured using a discounted replacement cost of funds approach.

Fair values are estimated for portfolios of loans with similar characteristics. Loans are segregated by type. The fair value of performing loans was calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk of the loan. Estimated maturity is based on the Bank’s history of repayments for each type of loan and an estimate of the effect of the current economy. Fair value for significant non-performing loans is based on recent external appraisals of collateral, if any. If appraisals are not available, estimated cash flows are discounted using a rate commensurate with the associated risk. Assumptions regarding credit risk, cash flows, and discount rates are made using available market information and specific borrower information.

The carrying amount and fair value of loans were as follows: (in thousands)

 

     6/30/2010    12/31/2009
     Carrying
Amount
   Fair
Value
   Carrying
Amount
   Fair
Value

Commercial, financial & agricultural

   $ 260,674    $ 263,551    $ 259,565    $ 261,333

Commercial real estate

     404,335      416,047      375,652      383,392

Real estate construction loans

     119,519      119,879      133,431      133,996

Residential mortgages (1st & 2nd liens)

     209,264      216,745      214,501      221,502

Home equity loans

     88,805      88,776      82,808      82,779

Consumer loans, net of unearned discounts

     75,576      76,674      80,352      81,357

Other loans

     1,016      1,016      14,070      14,070
                           

Totals

   $ 1,159,189    $ 1,182,688    $ 1,160,379    $ 1,178,429
                           

 

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Other assets measured at fair value are as follows: (in thousands)

 

     6/30/2010    Fair Value Measurements Using

Description

      Active Markets for
Identical Assets
Quoted Prices
(Level 1)
   Significant
Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)

Impaired loans

   $ 39,653    $ —      $ —      $ 39,653

Mortgage servicing rights (1)

     1,512      —        —        1,512
                           

Total

   $ 41,165    $ —      $ —      $ 41,165
                           

 

(1) Mortgage servicing rights are measured at fair value on a recurring basis.

 

     12/31/2009    Fair Value Measurements Using

Description

      Active Markets for
Identical Assets
Quoted Prices
(Level 1)
   Significant
Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)

Impaired loans

   $ 29,309    $ —      $ —      $ 29,309

Mortgage servicing rights (1)

     1,444      —        —        1,444
                           

Total

   $ 30,753    $ —      $ —      $ 30,753
                           

 

(1) Mortgage servicing rights are measured at fair value on a recurring basis.

Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or market value, and classified at level 3 in the fair value hierarchy. Market value is measured based on the value of the collateral securing these loans or techniques that are not supported by market activity for loans that are not collateral dependent and require management’s judgment. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable. The value of real estate collateral is determined based on appraisals by qualified licensed appraisers hired by Suffolk. The value of business equipment may be based on an appraisal by qualified licensed appraisers hired by Suffolk if significant, or may be valued based on the equipment’s net book value on the business’ financial statements. Inventory and accounts receivable collateral may be valued based on independent field examiner review or aging reports, if significant.

Reviews by field examiners may be conducted based on the loan exposure and reliance on this type of collateral. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

The fair value of the investment portfolio, including mortgage-backed securities, was based on quoted market prices or market prices of similar instruments.

 

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The following tables summarizes the valuation of financial instruments measured at fair value on a recurring basis in the consolidated statements of condition at June 30, 2010 and December 31, 2009, including the additional requirement to segregate classifications to correspond to the major security type classifications utilized for disclosure purposes: (in thousands)

 

     6/30/2010    Fair Value Measurements Using

Description

      Active Markets for
Identical Assets
Quoted Prices
(Level 1)
   Significant
Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)

U.S. Treasury securities

   $ 8,226    $ 8,226    $ —      $ —  

U.S. government agency debt

     42,935      42,935      —        —  

Collateralized mortgage obligations

     181,548      —        181,548      —  

Mortgage-backed securities

     535      —        535      —  

Obligations of states and political subdivisions

     211,191      —        211,191      —  
                           

Total

   $ 444,435    $ 51,161    $ 393,274    $ —  
                           
     12/31/2009    Fair Value Measurements Using

Description

      Active Markets for
Identical Assets
Quoted Prices
(Level 1)
   Significant
Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)

U.S. treasury securities

   $ 8,318    $ 8,318    $ —      $ —  

U.S. government agency debt

     43,205      43,205      —        —  

Collateralized mortgage obligations

     192,393      —        192,393      —  

Mortgage-backed securities

     599      —        599      —  

Obligations of states and political subdivisions

     192,485      —        192,485      —  
                           

Total

   $ 437,000    $ 51,523    $ 385,477    $ —  
                           

The types of instruments valued based on quoted market prices in active markets include most U.S. government debt and agency debt securities. Such instruments are generally classified within level 1 and level 2 of the fair value hierarchy. Suffolk does not adjust the quoted price for such instruments.

The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include state and municipal obligation, mortgage-backed securities and collateralized mortgage obligations. Such instruments are generally classified within level 2 of the fair value hierarchy.

FASB ASC 820, “Fair Value Measurements and Disclosures,” provides additional guidance in determining fair values when the volume and level of activity for the asset or liability have significantly decreased, particularly when there is no active market or where the price inputs being used represent distressed sales. It also provides guidelines for making fair value measurements more consistent with principles, reaffirming the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets become inactive. Suffolk adopted this codification effective April 1, 2009. The adoption did not have a material impact on Suffolk’s financial condition and results of operations. The additional disclosures are included herein.

The fair value of certificates of deposit is calculated by discounting cash flows with applicable origination rates. At June 30, 2010, the fair value of certificates of deposit less than $100,000 totaling $105,878,000 had a carrying value of $104,627,000. At June 30, 2010, the fair value of certificates of deposit more than $100,000 totaling $224,950,000 had a carrying value of $223,902,000.

The fair value of commitments to extend credit was estimated by either discounting cash flows or using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the current creditworthiness of the counterparties.

 

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Credit in the form of revolving open-end lines secured by one-to-four-family residential properties, commercial real estate, construction and land development loans, and lease financing arrangements was $129,180,000 and $148,309,000 as of June 30, 2010 and December 31, 2009, respectively.

The estimated fair value of written financial guarantees and letters of credit is based on fees currently charged for similar agreements. The contractual amounts of these commitments were $64,175,000 and $70,654,000 at June 30, 2010 and December 31, 2009, respectively. The fees charged for the commitments were not material in amount.

(5)    Investment Securities

The amortized cost, estimated fair values, and gross unrealized gains and losses of Suffolk’s investment securities available for sale and held to maturity at June 30, 2010 and December 31, 2009, respectively, were: (in thousands)

 

     June 30, 2010     December 31, 2009  
     Amortized
Cost
   Estimated
Fair Value
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
    Amortized
Cost
   Estimated
Fair Value
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 

Available for sale:

                      

U.S. Treasury securities

   $ 8,012    $ 8,226    $ 214    $ —        $ 8,016    $ 8,318    $ 302    $ —     

U.S. government agency debt

     42,395      42,935      540      —          42,607      43,205      598      —     

Collateralized mortgage obligations

     176,676      181,548      7,646      (2,774     192,143      192,393      4,026      (3,776

Mortgage-backed securities

     481      535      54      —          546      599      53      —     

Obligations of states and political subdivisions

     202,415      211,191      9,386      (610     184,636      192,485      8,304      (455
                                                          

Balance

     429,979      444,435      17,840      (3,384     427,948      437,000      13,283      (4,231
                                                          

Held to maturity:

                      

Obligations of states and political subdivisions

     10,250      11,054      808      (4     9,243      9,996      755      (2

Other securities

     100      100      —        —          100      100      —        —     
                                                          

Balance

     10,350      11,154      808      (4     9,343      10,096      755      (2
                                                          

Total investment securities

   $ 440,329    $ 455,589    $ 18,648    $ (3,388   $ 437,291    $ 447,096    $ 14,038    $ (4,233
                                                          

The amortized cost, maturities, and approximate fair value of Suffolk’s investment securities at June 30, 2010 are as follows: (in thousands)

 

    Available for Sale   Held to Maturity        
    U.S. Treasury
Securities
  U.S.
Govt. Agency
Debt
  Obligations of
States & Political
Subdivisions
  Obligations of
States & Political
Subdivisions
   Other Securities   Total
Amortized
Cost
  Total
Fair
Value

(1) Maturity (in
years)

  Amortized
Cost
  Fair
Value
  Amortized
Cost
  Fair
Value
  Amortized
Cost
  Fair
Value
  Amortized
Cost
  Fair
Value
   Amortized
Cost
  Fair
Value
       

Within 1

  $ 8,012   $ 8,226   $ 20,016   $ 20,060   $ 1,012   $ 1,035   $ 2,301   $ 2,325    $ —     $ —     $ 31,341   $ 31,646

After 1 but within 5

    —       —       22,379     22,875     26,486     28,304     4,004     4,247      —       —       52,869     55,426

After 5 but within 10

    —       —       —       —       157,566     164,235     3,945     4,482      —       —       161,511     168,717

After 10

    —       —       —       —       17,351     17,617     —       —        —       —       17,351     17,617

Other Securities

    —       —       —       —       —       —       —       —        100     100     100     100
                                                                        

Subtotal

    8,012     8,226     42,395     42,935     202,415     211,191     10,250     11,054      100     100     263,172     273,506

Collateralized mortgage obligations

    176,676     181,548

Mortgage-backed securities

    481     535
                                                                        

Total

  $ 8,012   $ 8,226   $ 42,395   $ 42,935   $ 202,415   $ 211,191   $ 10,250   $ 11,054    $ 100   $ 100   $ 440,329   $ 455,589
                                                                        

 

(1) Maturities shown are stated maturities. Securities backed by mortgages are expected to have substantial periodic prepayments resulting in weighted average lives considerably less than what would be surmised from the table above.

 

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As a member of the Federal Reserve system, the Bank owns Federal Reserve Bank stock with a book value of $652,000. The stock has no maturity and there is no public market for the investment.

As a member of the Federal Home Loan Bank of New York (FHLB), the bank owns FHLB stock with a book value of $5,462,000. As of June 30, 2010, the Bank owns 17,314 shares valued at $1,731,000 as its membership portion. The remaining $3,731,000 in stock is owned based on borrowing activity requirements. The stock has no maturity and there is no public market for the investment. Assets pledged as collateral to FHLB as of June 30, 2010 and December 31, 2009, totaled $365,542,000 and $330,471,000, respectively, consisting of eligible loans and investment securities as determined under FHLB guidelines.

At June 30, 2010, investment securities carried at $408,000,000 were pledged to secure trust deposits and public funds on deposit.

The table below indicates the length of time individual securities, both held-to-maturity and available-for-sale, have been held in a continuous unrealized loss position at the date indicated: (in thousands)

 

As of June 30, 2010         Less than 12 months    12 months or longer    Total

Type of securities

   Number of
Securities
   Fair
Value
   Unrealized
losses
   Fair
value
   Unrealized
losses
   Fair
value
   Unrealized
losses

Municipal securities

   74    $ 28,644    $ 538    $ 4,421    $ 76    $ 33,065    $ 614

Collateralized mortgage obligations

   3      1,575      6      10,963      2,768      12,538      2,774
                                              

Total

   77    $ 30,219    $ 544    $ 15,384    $ 2,844    $ 45,603    $ 3,388
                                              
As of December 31, 2009         Less than 12 months    12 months or longer    Total

Type of securities

   Number of
Securities
   Fair
Value
   Unrealized
losses
   Fair
value
   Unrealized
losses
   Fair
value
   Unrealized
losses

Municipal securities

   48      17,914      455      83      2    $ 17,997    $ 457

Collateralized mortgage obligations

   7      21,207      170      19,253      3,606      40,460      3,776
                                              

Total

   55    $ 39,121    $ 625    $ 19,336    $ 3,608    $ 58,457    $ 4,233
                                              

Management has considered factors such as market value, cash flows, and analysis of underlying collateral regarding other-than-temporarily impaired securities and determined that there are no other-than-temporarily impaired securities as of June 30, 2010.

The unrealized losses in collateralized mortgage obligations at June 30, 2010 were caused by volatile interest rates, a significant widening of credit spreads across markets for these securities, and illiquidity and uncertainty in the financial markets. These securities include three private issues held at a continuous, unrealized loss for twelve months or longer. Each of these securities has some level of credit enhancement, and none are collateralized by sub-prime loans. With the assistance of a third party, management reviews the characteristics of these securities periodically, including levels of delinquency and foreclosure, projected losses at various degrees of severity, and credit enhancement and coverage. These securities are performing according to their terms, and, in the opinion of management, will continue to do so.

The unrealized losses in municipal securities at June 30, 2010 were the result of volatile interest rates, and uncertainty in the financial markets. These securities are performing according to their terms, and, in the opinion of management, will continue to do so.

Suffolk does not have the intent to sell these securities and does not anticipate that it will be necessary to sell these securities before the full recovery of principal and interest due, which may be at maturity. Therefore, Suffolk did not consider these investments to be other-than-temporarily impaired at June 30, 2010.

 

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(6)    Allowance for Loan Losses

The following table presents information about the allowance for loan losses: (in thousands of dollars except for ratios)

 

     For the last
12 months
    For the three months ended  
       Jun. 30
2010
    Mar. 31
2010
    Dec. 31
2009
    Sept. 30
2009
 

Allowance for loan losses

          

Beginning balance

   $ 10,873      $ 21,132      $ 12,333      $ 11,716      $ 10,873   

Total charge-offs

     (4,380     (3,304     (149     (744     (183

Total recoveries

     253        55        61        86        51   

Provision for loan losses

     14,120        2,983        8,887        1,275        975   
                                        

Ending balance

   $ 20,866      $ 20,866      $ 21,132      $ 12,333      $ 11,716   
                                        

Coverage ratios

          

Loans, net of discounts: average

     $ 1,145,213      $ 1,149,479      $ 1,113,437      $ 1,120,313   

                                         at end of period

       1,159,189        1,174,011        1,160,379        1,121,348   

Non-performing and restructured assets past due 30 days

       36,097        31,731        29,372        24,100   

Non-performing assets/total loans (net of discount)

       3.11     2.70     2.53     2.15

Net charge-offs/average net loans (annualized)

       1.13     0.03     0.24     0.05

Allowance/non-accrual, restructured, & OREO

       57.81     66.60     41.99     48.61

Allowance for loan losses/net loans

       1.80     1.80     1.06     1.04

Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” page 24, for discussion of the allowance for loan losses.

(7)    Comprehensive Income

Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income includes revenues, expenses, gains, and losses that under generally accepted accounting principles are included in comprehensive income but excluded from net income. Comprehensive income and accumulated other comprehensive income are reported net of related income taxes. Accumulated other comprehensive income for the Bank consists of unrealized holding gains or losses on securities available for sale, and gains or losses on the unfunded projected benefit obligation of the pension plan.

The following table summarizes the changes in accumulated other comprehensive (loss) income as of June 30, 2010 and December 31, 2009: (in thousands)

 

     2010     2009  

Balance January 1,

   $ (1,707   $ (11,430

Net Change in Unrealized Gain on Investment Securities - net of tax

     3,208        3,637   
                

Balance June 30,

   $ 1,501      $ (7,793
                

The unrealized gain at June 30, 2010, is mainly attributable to a $2,745,000 increase in the market value of collateralized mortgage obligations and $551,000 of obligations of state and political subdivisions. This is offset by a $52,000 decrease in the market value of U.S. treasury securities and $35,000 of U.S. government agency debt.

(8)    Retirement Plan

Suffolk accounts for its retirement plan in accordance with FASB ASC 715, “Compensation – Retirement Benefits” and FASB ASC 960, “Plan Accounting – Defined Benefit Pension Plans,” which require an employer that is a business entity and sponsors one or more single-employer defined benefit plans to recognize the funded status of a benefit plan in its statement of financial position; recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost; measure defined benefit plan assets and obligation as of the date of fiscal year-end statement of financial position (with limited exceptions); and disclose in the notes to financial statements additional information about certain effects of net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits,

 

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and transition asset and obligation. Plan assets and benefit obligations shall be measured as of the date of its statement of financial position and in determining the amount of net periodic benefit cost. Suffolk has adopted the provisions of the codification, which have been recorded in the accompanying consolidated statement of condition and disclosures.

Suffolk presents information concerning net periodic defined benefit pension expense for the quarter and year to date periods ended June 30, 2010 and 2009, including the following components: (in thousands)

 

     3 months
6/30/2010
    3 months
6/30/2009
    6 months
6/30/2010
    6 months
6/30/2009
 

Service cost

   $ 451      $ 451      $ 902      $ 793   

Interest cost

     510        505        1,019        888   

Expected return on plan assets

     (538     (418     (1,075     (736

Amortization of prior service cost

     181        258        362        455   
                                

Net periodic benefit expense

   $ 604      $ 796      $ 1,209      $ 1,400   
                                

There is no minimum required contribution for the pension plan year ending September 30, 2010. There were no additional contributions required to be made to the plan in the six months ended June 30, 2010.

(9)    Recent Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06, which amends the authoritative accounting guidance under ASC Topic 820 “Fair Value Measurements and Disclosures.” The update requires the following additional disclosures. 1) Separately disclose the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Information about purchases, sales, issuances and settlements need to be disclosed separately in the reconciliation for fair value measurements using Level 3. The update provides for amendments to existing disclosures as follows. 1) Fair value measurement disclosures are to be made for each class of assets and liabilities. 2) Disclosures about valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. The update also includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. The update is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Suffolk has evaluated the provisions of ASU No. 2010-06 and determined there is no material effect on its disclosures, results of operations or financial condition.

In February 2010, the FASB issued ASU No. 2010-09, which amends the authoritative accounting guidance under ASC Topic 855 “Subsequent Events.” The update provides that a Securities and Exchange Commission (SEC) filer is required to evaluate subsequent events through the date financial statements are issued. However, an SEC filer is not required to disclose the date through which subsequent events has been evaluated. The update was effective as of the date of issuance. Adoption of this update did not have a material effect on Suffolk’s disclosures, results of operations or financial condition.

In April 2010, the FASB issued ASU No. 2010-18, which provides authoritative accounting guidance on ASC Subtopic 310-30 “Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality.” The update provides that modifications of loans that are accounted for within a pool under Subtopic 310-30 do not result in the removal of those loans from the pool even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consider whether the pool of assets in which the loan is included is impaired if expected cash flows for the pool change. This update is effective for modification of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. No additional disclosures are required. Suffolk has evaluated the provisions of this update and determined there is no material effect on its disclosures, results of operations or financial condition.

In July 2010, the FASB issued ASU No. 2010-20 which amends the authoritative accounting guidance under ASC Topic 310, Receivables. The update amends existing disclosures about an entity’s financing receivables on a disaggregated basis to require: (1) a rollforward schedule of the allowance for credit losses from the beginning of the reporting period to the end of the reporting period on a portfolio segment basis, with the ending balance further disaggregated on the basis of impairment method; (2) for each disaggregated ending balance in item (1) above, the related recorded investment in financing receivables; (3) the nonaccrual status of financing receivables by class of financing receivables; and (4) impaired financing receivables by class of financing receivables. In addition, the amendments require an entity to provide the following additional disclosures about its financing receivables: (1) credit quality indicators of financing receivables at the end of the

 

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reporting period by class of financing receivables; (2) the aging of past due financing receivables at the end of the reporting period by class of financing receivables; (3) the nature and extent of troubled debt restructurings that occurred during the period by class of financing receivables and their effect on the allowance for credit losses; (4) the nature and extent of financing receivables modified as troubled debt restructurings within the previous 12 months that defaulted during the reporting period by class of financing receivables and their effect on the allowance for credit losses; and (5) significant purchases and sales of financing receivables during the reporting period disaggregated by portfolio segment. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning after December 15, 2010. Suffolk does not expect the provisions of this update to have a material effect on its results of operations or financial condition.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the Quarters and Six Month Periods ended June 30, 2010 and 2009

Recent Developments

During the second quarter of 2010, the amount of credit available to borrowers industry-wide was limited as banks awaited clear action by Congress with regard to financial regulatory reform. Uncertainty about capital requirements, as well as uncertainty about the direction of the economy, restrained banks in their traditional lending activity. However, loans for commercial real estate continued to stagnate, both in terms of quality and demand, and consumer spending remained depressed. The value of residential real estate stabilized in many markets and the volume of sales and re-sales climbed from the same period during 2009, although the effect of the expiration of first-time-buyer subsidies on demand for housing was not yet clear. Short-term rates remained near zero, and the “yield curve” remained comparatively steep in comparison with historic averages, with the margins between short- and long-term rates unusually wide. This continued to increase most banks’ net interest margin. Low short term rates were primarily the result of continuing, low short-term targets by the Federal Reserve Board for federal funds and discount rates. It was also the result of continuing concern about the possibility of inflation over the longer term as a result of deficit spending by the federal government, and the development of an offsetting concern late during the quarter that the recovery might stall, leading to deflation. Rates of unemployment declined slightly during the quarter, but remained high by historic standards. In fact, it did not result in either significant capital spending or hiring in the private sector.

As disclosed previously, the prolonged slump in the economy has strained the resources of some of Suffolk’s borrowers. Suffolk is a community bank that relies upon net interest income generated by the relationships it builds with the owners of small and medium-sized businesses, in contrast to certain large banks that profit from the proprietary trading of securities and derivatives. Therefore, our prospects are tied more to “Main Street” than to Wall Street. At the start of the current recession, Suffolk’s primary market area was wealthier than many other markets. Owners of small businesses and other customers appeared to have greater financial reserves than similar customers in other regions of the nation, and the development of real estate, both residential and commercial, was more mature and therefore less speculative. This contributed to a steadier and less dramatic decline than elsewhere; and Suffolk’s borrowers remained current in their obligations longer. However, as time has passed, the economy appears to have stabilized at lower levels of output and higher levels of unemployment than before 2008.

At Suffolk, interest income decreased slightly, but net interest income increased because of reduced interest expense. The net interest margin decreased to 5.05 percent in the second quarter of 2010, down from 5.11 percent during the second quarter of 2009. Net interest income was offset, however, by substantially higher provisions for loan losses, which increased by 184.1 percent over the second quarter of 2009. The net interest margin on a year to date basis decreased to 5.03 percent in 2010, down slightly from 5.04 percent for the comparable period in 2009. Net interest income was offset by substantially higher provisions for loan losses, which increased by 483.7 percent over the comparable prior period.

At June 30, 2010, of the $36,097,000 of non-performing loans, $31,966,000 was secured by collateral valued at approximately $57,493,000, having an average loan-to-value ratio of approximately 56 percent. The unsecured portion of $4,131,000 amounted to 36 basis points of net loans at quarter end. To determine the adequacy of the allowance for loan losses Suffolk considered not only the status of non-performing loans on its books, but the performance of Suffolk’s peers. Although Suffolk continues to work with borrowers to ensure the collection of nonperforming credits, some of these loans were being paid more slowly than originally anticipated. This increased the allowance for loan losses to $20,866,000 at June 30, 2010, up from $12,333,000 at December 31, 2009. The majority of non-performing loans are commercial and industrial

 

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loans, and loans secured by commercial real estate. The allowance is established through a provision for loan losses based on management’s evaluation of the risk inherent in the various components of the loan portfolio and other factors, including Suffolk’s own historical loan loss experience as well as Suffolk’s peer bank loss experiences. Suffolk increased its provision for loan loss and its allocated reserve to reflect the deterioration of the overall economy, credit quality trends in the portfolios’ of Suffolk’s peer banks, and regulatory guidance and expectations. See “Allowance for Loan Losses.”

While non-performing assets as a percent of total assets increased much later at Suffolk than in peer banks in some other regions, they increased from 126 basis points at June 30, 2009, to 144 basis points at September 30, 2009, to 173 basis points at December 31, 2009, to 185 basis points at March 31, 2010, and 212 basis points at June 30, 2010. Non-performing loans to total loans amounted to 186 basis points at June 30, 2009, 215 basis points at September 30, 2009, 253 basis points at December 31, 2009, 270 basis points at March 31, 2010, and 311 basis points at June 30, 2010. Of the $36,097,000 not accruing interest, $7,736,000 represents credit to one borrower which, in consultation with the primary regulator of Suffolk County National Bank, Suffolk’s banking subsidiary, management determined to place on non-accrual status, although all payments are current and have been since inception, and has a ratio of loan-to-current appraised-value (June 2010) of 59.5 percent. Without this credit, nonperforming assets would have decreased to $28,361,000 or 245 basis points as a percent of total loans. As noted in the discussion above, most non-performing loans are well-collateralized. However, as they remain non-accruing over a period of time, on the basis of objective and selective criteria, Suffolk may or may not elect to charge these and other loans off prudentially, even when they remain in collection and there is the reasonable remaining expectation of the recovery of amounts owed and expenses incurred in collection. These charge-offs may or may not mirror trends, on a trailing basis, in ratios of non-performing assets to assets and non-performing loans to total loans. The amounts charged off may be substantial in comparison with Suffolk’s past loss history, although they may result in net recoveries at some point in the future if the economy improves and borrowers financial condition strengthen, although there can be no assurance that this will happen. Further discussion concerning the determination of the provision for loan losses, is found in the following under the caption, “Allowance for Loan Losses.”

Basic Performance and Current Activities

Return on average equity decreased to 13.75 percent for the second quarter in 2010, down from 18.94 percent during the second quarter of 2009, and basic earnings-per-share decreased from $0.59 in the second quarter of 2009 to $0.50 in the second quarter of 2010. For the first six months of 2010, return on average equity decreased to 9.13 percent, down from 19.27 percent during the comparable period of 2009.

Although Suffolk’s net interest income after the provision for loan losses decreased, Suffolk’s net interest income and core performance improved. Key to maintaining performance was disciplined management of the balance sheet. These steps included:

 

   

Maintaining emphasis on both commercial and personal demand deposits, and non-maturity time deposits as a key part of relationships with customers while responding as necessary to demand in Suffolk’s market for certificates of deposit of all sizes. In light of increased demand for loans from customers unable to obtain financing from other banks whose capital losses reduced their lending capacity, Suffolk continues its emphasis on the profitability of the whole relationship of its customers with the Bank, seeking when possible to both make loans to and obtain funding from the best qualified customers.

 

   

Managing net loan charge-offs and non-performing loans. During the second quarter of 2010, net charge-offs amounted to 113 basis points of average net loans, on an annualized basis. Non-performing assets, those more than 90 days past due increased. Lending staff’s first efforts continue to be directed to the management of such credits, and then to developing new business with an emphasis on the most profitable customer relationships.

 

   

Managing the investment portfolio in a difficult rate environment, and continued purchases of municipal securities, which provide liquidity as well as higher returns net of taxes, and some protection from falling interest rates.

 

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Pursuing the ongoing program of capital management, allowing total risk based capital (“TRBC”) to move upward to provide a greater cushion against uncertainty, and to respond to possible increases in regulatory requirements under discussion at various levels of government. While the regulatory requirement for TRBC remains at 10.00 percent, which qualifies as “well capitalized” with regulatory agencies, and still affords certain advantages to the banking subsidiary, higher ratios have been under public discussion. Accordingly, maximum prudent leverage is thus applied to the shareholders’ investment while still anticipating changes in regulation through the retention of earnings when assets are growing. Growth in the core business during the quarter was sufficient to employ retained earnings, and no shares were repurchased. Reinvested dividends were used to purchase additional shares from the company.

Net Income

Net income was $4,792,000 for the second quarter of 2010, down 16.0 percent from $5,708,000 posted during the same period last year. Basic earnings-per-share for the quarter were $0.50 versus $0.59, a decrease of 15.3 percent. Net income was $6,324,000 for the six months ended June 30, 2010, down from $11,367,000 posted during the same period last year. Earnings-per-share were $0.66 for the six month period ended June 30, 2010, down from $1.18 posted last year. The key reason for the decline was an increased provision for loan losses.

Interest Income

Interest income was $21,849,000 for the second quarter of 2010, down 0.8 percent from $22,028,000 posted for the same quarter in 2009. Average net loans during the second quarter of 2010 totaled $1,145,213,000 compared to $1,117,737,000 for the same period of 2009. During the second quarter of 2010, the yield on a fully taxable-equivalent basis was 5.67 percent on average earning assets of $1,612,753,000 down from 5.91 percent on average earning assets of $1,552,353,000 during the second quarter of 2009. Interest income remained relatively flat from quarter to quarter. Interest income was $43,766,000 for the first six months of 2010, up 0.1 percent from $43,728,000 recorded in the first six months of 2009. During the first six months of 2010, the yield on a fully taxable-equivalent basis was 5.67 percent on average earning assets of $1,612,747,000, down from 5.90 percent on average earning assets of $1,542,585,000 during the first six months of 2009.

Interest Expense

Interest expense for the second quarter of 2010 was $2,505,000, down 19.7 percent from $3,119,000 for the same period of 2009. During the second quarter of 2010, the cost of funds was 0.95 percent on average interest-bearing liabilities of $1,057,269,000, down from 1.22 percent on average interest-bearing liabilities of $1,023,111,000 during the second quarter of 2009. Interest expense was $5,176,000 for the first six months of 2010, down 22.5 percent from $6,680,000 recorded last year to date. During the first six months of 2010, the cost of funds was 0.97 percent on average interest-bearing liabilities of $1,068,106,000, down from 1.29 on average interest-bearing liabilities of $1,034,142,000 during the first six months of 2009. Interest expense decreased due to decreased rates paid for all interest-bearing liabilities, in addition to a decrease in average borrowings outstanding.

A portion of the Bank’s demand deposits are reclassified as savings accounts on a daily basis. The purpose of the reclassification is to reduce the non-interest-bearing reserve balances that the Bank is required to maintain with the Federal Reserve Bank, and thereby increase funds available for investment. Although these balances are classified as saving accounts for regulatory purposes, they are included in demand deposits in the accompanying consolidated statements of condition.

Net Interest Income

Net interest income, before the provision for loan losses, is the largest component of Suffolk’s earnings. It was $19,344,000 for the second quarter of 2010, up 2.3 percent from $18,909,000 during the same period of 2009. The net interest margin for the quarter, on a fully taxable-equivalent basis, was 5.05 percent compared to 5.11 percent for the same period of 2009.

 

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The following table details the components of Suffolk’s net interest income for the quarter on a taxable-equivalent basis: (in thousands)

 

Quarters ended June 30,    2010     2009  
     Average
Balance
   Interest     Average
Rate
    Average
Balance
   Interest     Average
Rate
 

INTEREST-EARNING ASSETS

              

U.S. Treasury securities

   $ 8,263    $ 71      3.44   $ 10,013    $ 101      4.03

Collateralized mortgage obligations

     185,392      1,970      4.25        119,918      1,703      5.68   

Mortgage backed securities

     583      9      6.17        605      10      6.61   

Obligations of states and political subdivisions

     219,261      2,978      5.43        192,882      2,668      5.53   

U.S. govt. agency obligations

     42,974      203      1.89        94,446      656      2.78   

Corporate bonds and other securities

     7,412      125      6.75        8,256      153      7.41   

Federal funds sold and interest bearing bank deposits

     3,655      3      0.33        8,496      3      0.14   

Loans, net of allowance for loan losses

              

Commercial, financial & agricultural loans

     262,310      3,876      5.91        244,157      3,596      5.89   

Commercial real estate mortgages

     394,266      6,416      6.51        364,245      6,203      6.81   

Real estate construction loans

     122,252      1,876      6.14        136,265      2,358      6.92   

Residential mortgages (1st and 2nd liens)

     204,290      3,090      6.05        207,743      3,148      6.06   

Home equity loans

     84,388      892      4.23        77,302      837      4.33   

Consumer loans

     76,947      1,358      7.06        86,219      1,505      6.98   

Other loans (overdrafts)

     759      —        —          1,806      —        —     
                                          

Total interest-earning assets

   $ 1,612,752    $ 22,867      5.67   $ 1,552,353    $ 22,941      5.91
                                          

Cash and due from banks

   $ 41,685        $ 50,093     

Other non-interest-earning assets

     65,636          54,888     
                      

Total assets

   $ 1,720,073        $ 1,657,334     

INTEREST-BEARING LIABILITIES

              

Saving, N.O.W. and money market deposits

   $ 613,260    $ 864      0.56   $ 569,756    $ 867      0.61

Time deposits

     334,496      1,214      1.45        321,824      1,526      1.90   
                                          

Total saving and time deposits

     947,756      2,078      0.88        891,580      2,393      1.07   

Federal funds purchased and securities sold under agreement to repurchase

     344      1      —          —        —        —     

Other borrowings

     109,169      426      1.56        131,531      726      2.21   
                                          

Total interest-bearing liabilities

   $ 1,057,269    $ 2,505      0.95   $ 1,023,111    $ 3,119      1.22
                                          

Rate spread

        4.72        4.69

Non-interest-bearing deposits

   $ 493,097        $ 473,051     

Other non-interest-bearing liabilities

     30,340          40,631     
                      

Total liabilities

   $ 1,580,706        $ 1,536,793     

Stockholders’ equity

     139,368          120,541     
                      

Total liabilities and stockholders’ equity

   $ 1,720,074        $ 1,657,334     

Net-interest income (taxable-equivalent basis) and effective interest rate differential

      $ 20,362      5.05      $ 19,822      5.11

Less: taxable-equivalent basis adjustment

        (1,018          (913  
                          

Net-interest income

      $ 19,344           $ 18,909     
                          

 

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For the six months ended June 30, 2010, net interest income was $38,590,000, up 4.2 percent from $37,048,000, during the same period of 2009. The net interest margin on a fully taxable-equivalent basis was 5.03 percent compared to 5.04 percent for the same period of 2009.

The following details the components of Suffolk’s net interest income for the first six months of the year on a taxable-equivalent basis: (in thousands)

 

Year to date ending June 30,    2010     2009  
     Average
Balance
   Interest     Average
Rate
    Average
Balance
   Interest     Average
Rate
 

INTEREST-EARNING ASSETS

              

U.S. Treasury securities

   $ 8,291    $ 142      3.43   $ 10,053    $ 202      4.02

Collateralized mortgage obligations

     188,460      4,050      4.30        124,418      3,526      5.67   

Mortgage backed securities

     590      19      6.44        600      20      6.67   

Obligations of states and political subdivisions

     213,348      5,833      5.47        187,862      5,239      5.58   

U.S. govt. agency obligations

     43,098      405      1.88        101,483      1,443      2.84   

Corporate bonds and other securities

     8,601      225      5.23        9,338      211      4.52   

Federal funds sold and interest bearing bank deposits

     3,025      5      0.33        5,609      4      0.14   

Loans, net of allowance for loan losses

              

Commercial, financial & agricultural loans

     263,550      7,688      5.83        233,969      6,911      5.91   

Commercial real estate mortgages

     388,143      12,815      6.60        359,967      12,326      6.85   

Real estate construction loans

     125,263      3,864      6.17        135,074      4,663      6.90   

Residential mortgages (1st and 2nd liens)

     206,087      6,224      6.04        208,435      6,321      6.07   

Home equity loans

     83,451      1,733      4.15        75,874      1,602      4.22   

Consumer loans

     78,519      2,757      7.02        88,707      3,053      6.88   

Other loans (overdrafts)

     2,321      —        —          1,196      —        —     
                                          

Total interest-earning assets

   $ 1,612,747    $ 45,760      5.67   $ 1,542,585    $ 45,521      5.90
                                          

Cash and due from banks

   $ 40,278        $ 43,986     

Other non-interest-earning assets

     69,724          55,538     
                      

Total assets

   $ 1,722,749        $ 1,642,109     

INTEREST-BEARING LIABILITIES

              

Saving, N.O.W. and money market deposits

   $ 599,298    $ 1,724      0.58   $ 560,524    $ 1,798      0.64

Time deposits

     330,464      2,491      1.51        307,089      3,049      1.99   
                                          

Total saving and time deposits

     929,762      4,215      0.91        867,613      4,847      1.12   

Federal funds purchased and securities sold under agreement to repurchase

     670      2      0.60        9,799      120      2.45   

Other borrowings

     137,674      959      1.39        156,730      1,713      2.19   
                                          

Total interest-bearing liabilities

   $ 1,068,106    $ 5,176      0.97   $ 1,034,142    $ 6,680      1.29
                                          

Rate spread

        4.71        4.61

Non-interest-bearing deposits

   $ 479,867        $ 451,175     

Other non-interest-bearing liabilities

     36,218          38,840     
                      

Total liabilities

   $ 1,584,191        $ 1,524,157     

Stockholders’ equity

     138,558          117,952     
                      

Total liabilities and stockholders’ equity

   $ 1,722,749        $ 1,642,109     

Net-interest income (taxable-equivalent basis) and effective interest rate differential

        $40,584      5.03%           $38,841      5.04%   

Less: taxable-equivalent basis adjustment

        (1,994          (1,793  
                          

Net-interest income

      $ 38,590           $ 37,048     
                          

 

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The table below presents a summary of changes in interest income, interest expense, and the resulting net interest income on a taxable-equivalent basis for the quarterly period presented. Because of numerous, simultaneous changes in volume and rate during the period, it is not possible to allocate precisely the changes between volumes and rates. In this table changes not due solely to volume or to rate have been allocated to these categories based on percentage changes in average volume and average rate as they compare to each other: (in thousands)

 

     In Second Quarter of 2010  over
Second Quarter of 2009, Changes Due to
 
     Volume     Rate     Net Change  

Interest-earning assets

      

U.S. Treasury securities

   $ (16   $ (14   $ (30

Collateralized mortgage obligations

     770        (503     267   

Mortgage-backed securities

     —          (1     (1

Obligations of states & political subdivisions

     358        (52     306   

U.S. government agency obligations

     (285     (168     (453

Corporate bonds & other securities

     (15     (13     (28

Federal funds sold & interest bearing bank deposits

     (2     2        —     

Loans, including non-accrual loans

     428        (567     (139
                        

Total interest-earning assets

   $ 1,238      $ (1,316   $ (78
                        

Interest-bearing liabilities

      

Saving, N.O.W., & money market deposits

   $ 64      $ (67   $ (3

Time deposits

     58        (370     (312

Other borrowings

     (110     (190     (300
                        

Total interest-bearing liabilities

   $ 12      $ (627   $ (615
                        

Net change in net interest income (taxable-equivalent basis)

   $ 1,226      $ (689   $ 537   
                        

The table below presents a summary of changes in interest income, interest expense, and the resulting net interest income on a taxable-equivalent basis for the six month periods presented: (in thousands)

 

     In First Six Months of 2010 over
First Six Months of 2009, Changes Due to
 
     Volume     Rate     Net Change  

Interest-earning assets

      

U.S. Treasury securities

   $ (33   $ (27   $ (60

Collateralized mortgage obligations

     1,516        (992     524   

Mortgage-backed securities

     —          (1     (1

Obligations of states & political subdivisions

     697        (104     593   

U.S. government agency obligations

     (653     (385     (1,038

Corporate bonds & other securities

     (18     32        14   

Federal funds sold & interest bearing bank deposits

     (2     3        1   

Loans, including non-accrual loans

     1,369        (1,164     205   
                        

Total interest-earning assets

   $ 2,876      $ (2,638   $ 238   
                        

Interest-bearing liabilities

      

Saving, N.O.W., & money market deposits

   $ 119      $ (193   $ (74

Time deposits

     219        (777     (558

Federal funds purchased & due from bank

     (65     (53     (118

Other borrowings

     (189     (565     (754
                        

Total interest-bearing liabilities

   $ 84      $ (1,588   $ (1,504
                        

Net change in net interest income (taxable-equivalent basis)

   $ 2,792      $ (1,050   $ 1,742   
                        

Other Income

Other income decreased to $2,622,000 for the quarter compared to $2,824,000 the previous year, down 7.2 percent. Service charges on deposits were down 5.4 percent. Service charges, including commissions and fees other than for deposits, increased by 8.1 percent. Fiduciary fees were down 18.0 percent. Other operating income decreased by 43.3 percent, mainly attributable to a decrease in the sale of residential mortgage loans to the secondary market. Proceeds received in connection with sales of securities resulted in a net gain of $12,000, during the second quarter of 2010. Other income for the six months ended June 30, 2010, was $5,130,000, down 8.2 percent from $5,587,000 for the comparable year to date period. Service charges on deposits were down 5.1 percent. Service charges, including commissions and fees other than for deposits, decreased 4.4 percent. Fiduciary fees were down 4.6 percent. Other operating income decreased by 32.6 percent, mainly attributable to a decrease in the sale of residential mortgage loans to the secondary market.

 

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Other Expense

Other expense for the second quarter of 2010 was $12,399,000, down 1.1 percent from $12,531,000 for the comparable period in 2009. FDIC assessments decreased by $637,000 or 50.5 percent and equipment expense decreased by 5.2 percent. The higher assessment during the second quarter of 2009 includes a special assessment of approximately $800,000 charged by the FDIC. The decreases were partially offset by increases in employee compensation of 4.7 percent, net occupancy expense of 2.2 percent, and other operating expense of 7.1 percent.

Other expense for the first six months of 2010, was $24,282,000, up 0.3 percent from $24,207,000 compared to the first six months of 2009. Employee compensation increased 3.8 percent and net occupancy expense increased 4.1 percent. The increases were partially offset by decreases in equipment expense of 6.0 percent, and other operating expense of 0.6 percent. FDIC assessments decreased by 27.2 percent as a result of a special assessment of approximately $800,000 charged by the FDIC in June 2009.

Capital Resources

Stockholders’ equity totaled $143,196,000 on June 30, 2010, an increase of 4.4 percent from $137,171,000 on December 31, 2009. This was the result of net income, as well as an increase in the appreciation in the market value of securities available for sale, offset by cash dividends declared. The ratio of equity to assets was 8.4 percent at June 30, 2010 and 8.1 percent December 31, 2009, respectively.

The following table details amounts and ratios of Suffolk’s regulatory capital: (in thousands of dollars except ratios)

 

     Actual     For capital adequacy     To be well capitalized
under prompt corrective
action provisions
 
   Amount    Ratio     Amount    Ratio     Amount    Ratio  

As of June 30, 2010

               

Total Capital (to risk-weighted assets)

   $ 156,677    12.33   $ 101,641    8.00   $ 127,052    10.00

Tier 1 Capital (to risk-weighted assets)

     140,730    11.08     50,821    4.00     76,231    6.00

Tier 1 Capital (to average assets)

     140,730    8.19     68,764    4.00     85,955    5.00

As of December 31, 2009

               

Total Capital (to risk-weighted assets)

   $ 150,673    11.73   $ 102,760    8.00   $ 128,450    10.00

Tier 1 Capital (to risk-weighted assets)

     137,921    10.74     51,380    4.00     77,070    6.00

Tier 1 Capital (to average assets)

     137,921    8.21     67,196    4.00     83,996    5.00

Credit Risk

Suffolk makes loans based on its evaluation of the creditworthiness of the borrower. Even with careful underwriting, some loans may not be repaid as originally agreed. To provide for this possibility, Suffolk maintains an allowance for loan losses, based on an analysis of the performance of the loans in its portfolio. The analysis includes subjective factors based on management’s judgment as well as quantitative evaluation. Estimates should produce an allowance that will provide for a range of losses. According to U.S. GAAP, a financial institution should record its best estimate. Appropriate factors contributing to the estimate may include changes in the composition of the institution’s assets, or potential economic slowdowns or downturns. Also important is the geographical or political environment in which the institution operates. Suffolk’s management considers all of these factors when determining the provision for loan losses. Please refer to page 24 for further discussion of the allowance for loan losses.

 

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Suffolk has financial and performance letters of credit. Financial letters of credit require Suffolk to make payment if the customer’s financial condition deteriorates, as defined in the agreements. Performance letters of credit require Suffolk to make payments if the customer fails to perform certain non-financial contractual obligations. The maximum potential undiscounted amount of future payments of these letters of credit as of June 30, 2010 is $29,189,000 and they expire as follows: (in thousands)

 

2010

   $ 19,101

2011

     9,492

2012

     516

2013

     —  

Thereafter

     80
      
   $ 29,189
      

Amounts due under these letters of credit would be reduced by any proceeds that Suffolk would be able to obtain in liquidating the collateral for the loans, which varies depending on the customer. The allowance for contingent liabilities includes a provision of $44,000 for losses based on the letters of credit outstanding as of June 30, 2010.

Critical Accounting Policies, Judgments and Estimates

Suffolk’s accounting and reporting policies conform to U.S. GAAP and general practices within the financial services industry. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Loan Losses

Suffolk considers the determination of the allowance for loan losses to involve a higher degree of judgment and complexity than its other significant accounting policies. Suffolk maintains allowances for loan losses at a level that management believes will be adequate to absorb probable losses on existing loans that may become uncollectible based on evaluations of collectability. The national and regional economy has generally been considered to be in a recession since December 2007, with the national and regional economy deteriorating further throughout 2008 and 2009 and into 2010. Suffolk’s underwriting standards generally require a loan-to-value ratio of 75 percent or less, and when applicable, a debt coverage ratio of at least 120 percent, at the time a loan is originated. Suffolk has not been directly affected by the recent increase in defaults of sub-prime mortgages as Suffolk does not originate, or hold in portfolio, sub-prime mortgages. The allowance for loan losses is determined by continuous analysis of the loan portfolio. That analysis includes changes in the size and composition of the portfolio, Suffolk’s own historical loan losses, current and anticipated economic trends, and details about individual loans. It also includes estimates of the actual value of collateral, other possible sources of repayment and estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and regional economic conditions and other factors. The analysis also considers the loan loss history of Suffolk’s peers with similar characteristics. In assessing the adequacy of the allowance, Suffolk reviews its loan portfolio by separate categories which have similar risk and collateral characteristics; e.g. commercial loans, commercial real estate, construction loans, residential mortgages, home equity loans, and consumer loans. Management conducts a monthly analysis of the loan portfolio which evaluates any loan designated as having a high risk profile including but not limited to, loans classified as “Substandard” or “Doubtful” as defined by regulation, loans criticized internally or designated as “Special Mention,” delinquencies, expirations, overdrafts, loans to customers having experienced recent operating losses and loans identified by management as impaired. The analysis is performed to determine the amount of the allowance which would be adequate to absorb probable losses contained in the loan portfolio. The analytical process is regularly reviewed and adjustments may be made based on the assessments of internal and external influences on credit quality. During 2010, Suffolk experienced an increase in classified and criticized loans based on the current condition of borrowers. This was further noted in Suffolk’s review of the report of the Bank’s third-party loan reviewer.

Impaired loans are segregated and reviewed separately. Impaired loans secured by collateral are reviewed based on their collateral and the estimated time required to recover Suffolk’s investment in the loan as well as the cost of doing so, and the estimate of the recovery anticipated. Reserves are allocated to impaired loans based on this review. The allocated reserve is an estimation of losses specific to individual impaired loans. Allocated reserves are established based on an analysis of the most probable sources of repayment and liquidation of collateral. Reserves allocated to impaired loans were $6.4 million and $3.0 million as of June 30, 2010 and December 31, 2009, respectively. While every nonperforming loan is evaluated

 

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individually, not every loan requires an allocated reserve. Allocated reserves fluctuate based on changes in the underlying loans, anticipated sources of repayment, and charge-offs.

Suffolk evaluates classified and criticized loans that are not impaired by categorizing loans by type of risk and applying reserves based on loan type and corresponding risk.

Suffolk also records reserves on Suffolk’s non-criticized and non-classified loan balances. This represents a general allowance for homogeneous loan pools where the loans are not individually evaluated for impairment, though rated according to loan product type and risk rating. This amount is determined by applying loss factors to pools of loans within the portfolio having similar risk characteristics.

In addition, external factors are considered for areas of concern that cannot be fully quantified in the allocation based on historical net charge-off ratios. External factors include:

 

   

Economic outlook

 

   

Trends in delinquency and problem loans

 

   

Changes in loan volume and nature of terms of loans

 

   

Effects of changes in lending policy

 

   

Experience, ability and depth of lending management and staff

 

   

Concentrations of credit

 

   

Board and Loan Review oversight

 

   

Changes in value of underlying collateral

 

   

Competition, regulation, and other external factors

For performing loans, an estimate of adequacy is made by applying external factors specific to the portfolio to the period-end balances. Suffolk used a higher percentage factor for criticized and classified loans, given their potential for greater loss. Consideration is also given to the type and collateral of the loans with particular attention paid to commercial real estate construction loans, due to the inherent risk of this type of loan. Allocated and general reserves are available for any identified loss.

Delinquent, nonperforming, and classified loans have trended upward. These are primary factors in the determination of the allowance. At June 30, 2010, delinquent and nonperforming loans totaled $36,097,000 as compared with $29,372,000 at December 31, 2009. When compared to total loans, nonperforming loans rose to 3.11 percent at June 30, 2010, up from 2.53 percent at December 31, 2009. Commercial mortgages and commercial and industrial loans were primarily responsible for the increase. Delinquent loans are considered non-performing loans and include nonaccrual loans, restructured loans and loans 90 days or more delinquent.

The following table summarizes Suffolk’s non-performing loans by category: (in thousands)

 

Non-performing Loans

 
     6/30/2010    % of
Total
    Total
Loans
6/30/2010
   % of
Total Loans
    12/31/2009    % of
Total
    Total
Loans
12/31/2009
   % of
Total Loans
 

Commercial, financial & agricultural

   $ 7,919    21.9   $ 260,674    3.04   $ 7,072    24.1   $ 259,565    2.72

Commercial real estate

     10,515    29.1     404,335    2.60     9,709    33.1     375,652    2.58

Real estate construction loans

     15,589    43.2     119,519    13.04     10,774    36.7     133,431    8.07

Residential mortgages (1st & 2nd liens)

     1,317    3.7     209,264    0.63     1,344    4.6     214,501    0.63

Home equity loans

     371    1.0     88,805    0.42     65    0.2     82,808    0.08

Consumer loans

     387    1.1     75,576    0.51     408    1.4     80,352    0.51

Other Loans

     —      0.0     1,016    0.00     —      0.0     14,070    0.00
                                                    

Total non-performing loans

   $ 36,097    100   $ 1,159,189    3.11   $ 29,372    100   $ 1,160,379    2.53
                                                    

Included in nonperforming loans are restructured loans of $9,860,000. Subsequent to restructure, there have been no advances funded on restructured loans outstanding as of June 30, 2010.

As of June 30, 2010, classified loans amounted to 7.66 percent of total loans, as compared with 3.48 percent at December 31, 2009. The increase is attributable to the prolonged national and regional economic slowdown which has increased the amount of time necessary to work out troubled loans.

 

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Commercial mortgages and commercial real estate construction loans totaled $508,652,000 as of June 30, 2010, up from $507,516,000 as of December 31, 2009, representing 43.9 percent and 43.7 percent of the total loan portfolio, respectively. Commercial mortgages and commercial real estate construction loans consisted of the following as of June 30, 2010: 4 percent vacant land loans, 16 percent commercial construction loans, 25 percent for non-owner-occupied commercial mortgages and 54 percent for owner-occupied commercial mortgages. Commercial mortgages and commercial real estate construction loans consisted of the following as of December 31, 2009: 7 percent vacant land loans, 19 percent commercial construction loans, 25 percent for non-owner-occupied commercial mortgages and 49 percent for owner-occupied commercial mortgages. Commercial real estate construction loans were generally underwritten on the basis of reasonable ratios of loan-to-value, evaluations of projected cash flows, and commitments for permanent financing in place prior to granting an interim credit. Non-performing commercial mortgages and commercial real estate construction loans have increased to $26,104,000 at June 30, 2010, up from $20,483,000 at December 31, 2009. These loans have been evaluated for impairment and appropriate provisions have been made to recognize impaired balances.

Suffolk recorded a provision for the second quarter of 2010 of $2,983,000. The total provision recorded for the first six months of 2010 totaled $11,820,000, which represents an increase of $9,795,000 as compared to the first six months of 2009. During the second quarter of 2010, Suffolk recorded $3,249,000 in net loan charge-offs compared to $167,000 for the second quarter of 2009. Suffolk believes that the allowance for loan losses of $20,866,000, or 1.80 percent of total loans at June 30, 2010, is adequate based on its review of overall credit quality indicators and ongoing loan monitoring processes.

The allowance for loan losses is summarized by category below: (in thousands)

 

     6/30/2010    % of
Total
    12/31/2009    % of
Total
 
                          

Commercial, financial & agricultural loans

   $ 11,087    53.1   $ 5,422    44.0

Commercial real estate mortgages

     4,600    22.0     3,644    29.5

Real estate — construction loans

     2,881    13.8     1,258    10.2

Residential mortgages (1st and 2nd liens)

     681    3.3     821    6.7

Home equity loans

     1,084    5.2     612    5.0

Consumer loans

     520    2.5     471    3.8

Allocated to general pool

     13    0.1     105    0.8
                          

Allowance for loan losses

   $ 20,866    100   $ 12,333    100
                          

There can be no assurance that the allowance is, in fact, adequate. When a loan, in full or in part, is deemed uncollectible, it is charged against the allowance. This happens when it is past due and the borrower has not shown the ability or intent to make the loan current, or the borrower does not have enough assets to pay the debt, or the value of the collateral is less than the balance of the loan and not likely to improve soon. In the future, the provision for loan losses may change as a percentage of total loans. To the extent actual performance differs from management’s estimates, additional provisions for loan losses may be required that would reduce or may substantially reduce earnings in future periods, and no assurances can be given that Suffolk will not sustain loan losses, in any particular period, that are sizable in relation to the allowance for loan losses.

Deferred Tax Assets and Liabilities

Suffolk recognizes deferred tax assets and liabilities. Deferred income taxes occur when income taxes are allocated through time. Some items are temporary, resulting from differences in the timing of a transaction under generally accepted accounting principles, and for the computation of income tax. Examples would include the future tax effects of temporary differences for such items as deferred compensation and the provision for loan losses. Estimates of deferred tax assets are based upon evidence available to management that future realization is more likely than not. If management determines that Suffolk may be unable to realize all or part of net deferred tax assets in the future, a direct charge to income tax expense may be required to reduce the recorded value of the net deferred tax asset to the amount that management expects to realize.

Investment Securities

Suffolk evaluates unrealized losses on securities to determine if any reduction in the fair value is other than temporary. This amount will continue to be dependent on market conditions, the occurrence of certain events or changes in circumstances of the issuer of the security, and the Company’s intent and ability to hold the impaired investment at the time the valuation is made. If management determines that an impairment in the investment’s value is other than temporary, earnings would be charged.

 

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Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Suffolk originates and invests in interest-earning assets and solicits interest-bearing deposit accounts. Suffolk’s operations are subject to market risk resulting from fluctuations in interest rates to the extent that there is a difference between the amounts of interest-earning assets and interest-bearing liabilities that are prepaid, withdrawn, mature, or re-priced in any given period of time. Suffolk’s earnings or the net value of its portfolio (the present value of expected cash flows from liabilities) will change when interest rates change. The principal objective of Suffolk’s asset/liability management program is to maximize net interest income while keeping risks acceptable. These risks include both the effect of changes in interest rates, and risks to liquidity. The program also provides guidance to management in funding Suffolk’s investment in loans and securities. Suffolk’s exposure to interest-rate risk has not changed substantially since December 31, 2009.

Business Risks and Uncertainties

This report contains some statements that look to the future. These may include remarks about Suffolk Bancorp, the banking industry, the economy in general, expectations of the business environment in which Suffolk operates, projections of future performance, and potential future credit experience. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties that cannot be predicted or quantified and are beyond Suffolk’s control and are subject to a variety of uncertainties that could cause future results to vary materially from Suffolk’s historical performance, or from current expectations. Factors affecting Suffolk Bancorp include particularly, but are not limited to: changes in interest rates; increases or decreases in retail and commercial economic activity in Suffolk’s market area; variations in the ability and propensity of consumers and businesses to borrow, repay, or deposit money, or to use other banking and financial services, results of regulatory examinations; and the potential that net charge-offs are higher than expected. Further, it could take Suffolk longer than anticipated to implement its strategic plans to increase revenue and manage non-interest expense, or it may not be possible to implement those plans at all. Finally, new and unanticipated legislation, regulation, or accounting standards may require Suffolk to change its practices in ways that materially change the results of operation.

Item 4.

Controls and Procedures

Suffolk’s Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 for Suffolk. Based upon their evaluation of these controls and procedures as of June 30, 2010, the Certifying Officers have concluded that Suffolk’s disclosure controls and procedures are effective.

In addition, there has been no significant change in Suffolk’s internal controls over financial reporting that occurred during Suffolk’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Suffolk’s internal controls over financial reporting.

PART II

Item 1A.

Risk Factors

There are no material changes from any of the risk factors previously disclosed in Suffolk’s 2009 Form 10-K in response to Part I, Item 1A other than the addition of the following risk factor:

Our results may be adversely affected if we continue to suffer higher than expected losses on our loans or are required to further increase our allowance for loan losses.

We assume credit risk from the possibility that we will suffer losses because borrowers, guarantors, and related parties fail to perform under the terms of their loans. We try to minimize and monitor this risk by adopting and implementing what we believe are effective underwriting and credit policies and procedures, including how we establish and review the allowance

 

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for loan losses. The allowance for loan losses is determined by continuous analysis of the loan portfolio and the analytical process is regularly reviewed and adjustments may be made based on the assessments of internal and external influences on credit quality. Those policies and procedures may still not prevent unexpected losses that could adversely affect our results. Weak economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of collateral securing those loans. In addition, deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, changes in regulation and regulatory interpretation and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. See the section captioned “Allowance for Loan Losses” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to our loan portfolio and our process for determining the appropriate level of the allowance for possible loan losses.

Recent financial reforms and related regulations may affect our results of operations, financial condition or liquidity.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), signed into law on July 21, 2010, makes extensive changes to the laws regulating financial services firms. The Dodd-Frank Act also requires significant rulemaking and mandates multiple studies which could result in additional legislative or regulatory action. Under the Dodd-Frank Act federal banking regulatory agencies are required to draft and implement enhanced supervision, examination and capital standards for depository institutions and their holding companies. The enhanced requirements include, among other things, changes to capital, leverage and liquidity standards and numerous other requirements. The Dodd-Frank Act authorizes various new assessments and fees, expands supervision and oversight authority over nonbank subsidiaries, increases the standards for certain covered transactions with affiliates and requires the establishment of minimum leverage and risk-based capital requirements for insured depository institutions. The Dodd-Frank Act also establishes a new federal Consumer Financial Protection Bureau with broad authority and permits states to adopt stricter consumer protection laws and enforce consumer protection rules issued by the Consumer Financial Protection Bureau. At this time, it is difficult to predict the extent to which the Dodd-Frank Act or the resulting regulations will impact Suffolk’s business. However, compliance with these new laws and regulations will likely result in additional costs, these additional costs may adversely impact our results of operations, financial condition or liquidity.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information about repurchases of common stock:

 

     For the last
12 months
   For the three months ended
      Jun. 30
2010
   Mar. 31
2010
   Dec.31
2009
   Sept. 30
2009

Average price per share of quarterly repurchases

   $ 2.50    $ —      $ 2.50    $ —      $ —  

Aggregate cost of quarterly repurchases

   $ 13,200    $ —      $ 13,200    $ —      $ —  

Repurchases of common stock

              

Treasury stock, beginning balance

     3,996,878      4,002,158      3,996,878      3,996,878      3,996,878

Repurchases (1)

     5,280      —        5,280      —        —  
                                  

Treasury stock, ending balance

     4,002,158      4,002,158      4,002,158      3,996,878      3,996,878
                                  

 

(1) Shares repurchased in payment of exercised employee incentive stock options. No shares were repurchased in market transactions.

 

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Item 6.

Exhibits and Reports on Form 8-K

CERTIFICATION OF PERIODIC REPORT—Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT—Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT—Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT—Exhibit 32.2

The following reports were filed on Form 8-K during the three month period ended June 30, 2010.

Current Report on Form 8-K – the Company’s press release titled, “SUFFOLK BANCORP ANNOUNCES EARNINGS FOR THE FIRST QUARTER OF 2010,” dated April 13, 2010.

Current Report on Form 8-K – the Company’s “SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS,” dated April 16, 2010.

Current Report on Form 8-K – the Company’s press release titled, “SUFFOLK BANCORP ANNOUNCES REVISED PROVISION FOR LOAN LOSSES,” dated April 26, 2010.

Current Report on Form 8-K – the Company’s press release titled, “SUFFOLK BANCORP ANNOUNCES REGULAR

QUARTERLY DIVIDEND,” dated May 25, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUFFOLK BANCORP

 

Date: August 4, 2010

      /s/ J. Gordon Huszagh
      J. Gordon Huszagh
      President & Chief Executive Officer
     
Date: August 4, 2010       /s/ Stacey L. Moran
      Stacey L. Moran
      Executive Vice President & Chief Financial Officer

 

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