10-Q 1 d10q.htm FORM 10Q PERIOD ENDING 03/31/2007 Form 10Q period ending 03/31/2007

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 0-25233

PROVIDENT NEW YORK BANCORP

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   80-0091851

(State or Other Jurisdiction of

Incorporation or Organization)

  (IRS Employer ID No.)
400 Rella Boulevard, Montebello, New York   10901
(Address of Principal Executive Office)   (Zip Code)

(845) 369-8040

(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 twelve 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ¨                Accelerated Filer  x                Non-Accelerated Filer  ¨

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.

 

Classes of Common Stock

 

Shares Outstanding

$0.01 per share  

42,392,485

as of April 30, 2007

 



PROVIDENT NEW YORK BANCORP

QUARTERLY PERIOD ENDED MARCH 31, 2007

PART I. FINANCIAL INFORMATION

 

Item 1.    Financial Statements (unaudited)   
   Consolidated Statements of Financial Condition (unaudited) at March 31, 2007 and September 30, 2006    3
   Consolidated Statements of Income (unaudited) for the Three and Six Months Ended March 31, 2007 and 2006    5
   Consolidated Statement of Changes in Stockholders’ Equity (unaudited) for the Six Months Ended March 31, 2007    6
   Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended March 31, 2007 and 2006    7
   Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three and Six Months Ended March 31, 2007 and 2006    9
   Notes to Consolidated Financial Statements (unaudited)    10
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    26
Item 3.    Quantitative and Qualitative Disclosures about Market Risk    38
Item 4.    Controls and Procedures    39
PART II. OTHER INFORMATION
Item 1.    Legal Proceedings    39
Item 1A.    Risk Factors    39
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    40
Item 3.    Defaults Upon Senior Securities    40
Item 4.    Submission of Matters to a Vote of Security Holders    40
Item 5.    Other Information    41
Item 6.    Exhibits    41
   Signatures    42

 

2


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(Dollars in thousands, except per share data)

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (unaudited)

 

      March 31,
2007
    September 30,
2006
 

Assets

    

Cash and due from banks

   $ 48,397     $ 57,293  

Securities (note 7):

    

Available for sale, at fair value

     844,271       951,729  

Held to maturity, at amortized cost (fair value of $52,115 and $60,876 at March 31, 2007 and September 30, 2006, respectively)

     52,080       60,987  
                

Total securities

     896,351       1,012,716  
                

Loans held for sale (note 5)

     689       7,473  

Gross loans (note 5)

     1,560,393       1,473,558  

Allowance for loan losses (note 6)

     (20,435 )     (20,373 )
                

Total loans, net

     1,539,958       1,453,185  
                

Federal Home Loan Bank (“FHLB”) stock, at cost

     30,660       33,518  

Accrued interest receivable

     12,769       13,228  

Premises and equipment, net

     29,718       31,739  

Goodwill (note 3)

     159,813       159,817  

Other amortizable intangibles (note 3)

     12,556       14,189  

Bank owned life insurance

     39,954       39,308  

Deferred income taxes, net

     8,808       8,526  

Other assets

     21,692       10,345  
                

Total assets

   $ 2,801,365     $ 2,841,337  
                

(Continued)

See accompanying notes to unaudited consolidated financial statements.

 

3


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(Dollars in thousands, except per share data)

 

      March 31,
2007
    September 30,
2006
 

Liabilities and Stockholders’ Equity

    

Liabilities:

    

Deposits (note 8):

    

Non-interest bearing

   $ 349,352     $ 366,847  

Interest bearing

     1,390,953       1,362,812  
                

Total deposits

     1,740,305       1,729,659  

FHLB and other borrowings (including repurchase agreements of $177,174 and $332,576 at March 31, 2007 and September 30, 2006, respectively) (note 9)

     618,643       682,739  

Mortgage escrow funds

     9,783       4,612  

Other

     19,996       19,041  
                

Total liabilities

     2,388,727       2,436,051  
                

Stockholders’ equity:

    

Preferred stock (par value $0.01 per share; 10,000,000 shares authorized; none issued or outstanding)

     —         —    

Common stock (par value $0.01 per share; 75,000,000 shares authorized; 45,929,552 shares issued; 42,376,905 shares and 42,699,046 shares outstanding at March 31, 2007 and September 30, 2006, respectively)

     459       459  

Additional paid-in capital

     346,342       343,574  

Unallocated common stock held by employee stock ownership plan (“ESOP”) (941,937 shares at March 31, 2007 and 1,035,810 shares at September 30, 2006)

     (8,660 )     (9,099 )

Treasury stock, at cost (3,552,647 shares at March 31, 2007 and 3,230,506 shares at September 30, 2006)

     (41,493 )     (36,973 )

Retained earnings

     120,112       114,927  

Accumulated other comprehensive loss, net of taxes

     (4,122 )     (7,602 )
                

Total stockholders’ equity

     412,638       405,286  
                

Total liabilities and stockholders’ equity

   $ 2,801,365     $ 2,841,337  
                

See accompanying notes to unaudited consolidated financial statements.

 

4


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share data)

 

    

For the Three Months

Ended March 31,

  

For the Six Months

Ended March 31,

     2007    2006    2007    2006

Interest and dividend income:

           

Loans

   $ 26,663    $ 23,119    $ 52,951    $ 45,596

Securities

     9,974      9,267      20,474      17,896

Other earning assets

     628      358      1,179      656
                           

Total interest and dividend income

     37,265      32,744      74,604      64,148
                           

Interest expense:

  

Deposits

     8,829      6,096      17,963      11,354

Borrowings

     7,968      5,643      16,478      10,439
                           

Total interest expense

     16,797      11,739      34,441      21,793
                           

Net interest income

     20,468      21,005      40,163      42,355

Provision for loan losses (note 6)

     400      300      800      600
                           

Net interest income after provision for loan losses

     20,068      20,705      39,363      41,755
                           

Non-interest income:

           

Deposit fees and service charges

     2,784      2,531      5,630      5,199

Net gain on sale of securities available for sale (note 7)

     4      —        4      —  

Title insurance fees

     281      390      547      807

Bank owned life insurance

     407      394      1,181      807

Investment management fees

     726      212      1,348      469

Other

     703      436      1,230      752
                           

Total non-interest income

     4,905      3,963      9,940      8,034
                           

Non-interest expense:

           

Compensation and employee benefits (note 12)

     8,142      8,351      15,951      16,191

Stock-based compensation plans (note 2)

     1,477      1,670      2,853      3,182

Occupancy and office operations

     3,011      3,015      5,844      5,652

Advertising and promotion

     874      402      1,757      994

Professional fees

     1,079      795      2,068      1,649

Data and check processing

     639      789      1,291      1,666

Amortization of intangible assets (note 3)

     774      811      1,577      1,648

ATM/debit card expense

     451      338      894      683

Other

     2,124      1,974      4,260      3,897
                           

Total non-interest expense

     18,571      18,145      36,495      35,562
                           

Income before income tax expense

     6,402      6,523      12,808      14,227

Income tax expense

     1,970      2,118      3,765      4,663
                           

Net income

   $ 4,432    $ 4,405    $ 9,043    $ 9,564
                           

Weighted average common shares:

           

Basic

     41,144,852      40,939,326      41,156,998      41,069,557

Diluted

     41,671,701      41,406,485      41,705,300      41,541,154

Per common share: (note 10)

           

Basic

   $ 0.11    $ 0.11    $ 0.22    $ 0.23

Diluted

   $ 0.11    $ 0.11    $ 0.22    $ 0.23

See accompanying notes to unaudited consolidated financial statements.

 

5


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share data)

 

     Number of
Shares
    Common
Stock
   Additional
Paid-In
Capital
    Unallocated
ESOP
Shares
    Treasury
Stock
    Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
   

Total

Stockholders’

Equity

 

Balance at September 30, 2006

   42,699,046     $ 459    $ 343,574     $ (9,099 )   $ (36,973 )   $ 114,927     $ (7,602 )   $ 405,286  

Implementation of SAB 108 (note 4)

                374         374  
                                                             

Balance as adjusted at October 1, 2006

   42,699,046       459      343,574       (9,099 )     (36,973 )     115,301       (7,602 )     405,660  

Net income

                9,043         9,043  

Other comprehensive income

                  3,480       3,480  
                       

Total comprehensive income

                    12,523  

Deferred compensation transactions

          20               20  

Stock option transactions, net

   39,459          591         394       (151 )       834  

ESOP shares allocated or committed to be released for allocation (93,873 shares)

          924       439             1,363  

RRP awards

   5,000          (70 )       70           —    

Vesting of RRP shares

          1,144               1,144  

RRP forfeitures

   (12,200 )        159         (159 )         —    

Purchase of treasury shares

   (354,400 )            (4,825 )         (4,825 )

Cash dividends paid ($0.10 per common share)

                (4,081 )       (4,081 )
                                                             

Balance at March 31, 2007

   42,376,905     $ 459    $ 346,342     $ (8,660 )   $ (41,493 )   $ 120,112     $ (4,122 )   $ 412,638  
                                                             

See accompanying notes to unaudited consolidated financial statements.

 

6


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands, except per share data)

 

     For the Six Months
Ended March 31
 
     2007     2006  

Cash flows from operating activities:

    

Net income

   $ 9,043     $ 9,564  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Provision for loan losses

     800       600  

Depreciation and amortization of premises and equipment

     2,432       2,027  

Amortization of intangibles

     1,633       1,624  

Gain on sales of loans held for sale

     (151 )     (67 )

Gain on sale of securities available for sale

     (4 )     —    

Gain on sales of fixed assets

     (212 )     —    

Net amortization of premiums and discounts on securities

     630       1,727  

ESOP and RRP expense

     2,507       2,308  

ESOP forfeitures

     (250 )     —    

Stock option compensation expense

     591       592  

Originations of loans held for sale

     (9,171 )     (5,165 )

Proceeds from sales of loans held for sale

     16,106       4,772  

Increase in cash surrender value of bank owned life insurance

     (646 )     (808 )

Deferred income tax benefit

     (2,878 )     (6,616 )

Net changes in accrued interest receivable and payable

     1,813       (543 )

Loan held for sale settled, cash not yet received

     (11,246 )     —    

Other adjustments (principally net changes in other assets and other

liabilities)

     (554 )     (5,755 )
                

Net cash provided by operating activities

     10,443       4,260  
                

Cash flows from investing activities:

    

Purchases of securities:

    

Available for sale

     (61,428 )     (177,290 )

Held to maturity

     (3,927 )     (9,609 )

Proceeds from maturities, calls and other principal payments on securities:

    

Available for sale

     173,332       63,688  

Held to maturity

     12,795       13,142  

Proceeds from sales of securities available for sale

     846       —    

Loan originations

     (314,590 )     (297,470 )

Loan principal payments

     227,297       253,097  

(Purchase) sale of FHLB stock (net)

     2,858       (5,927 )

Purchases of premises and equipment

     (1,923 )     (2,387 )

Proceeds from sale of premises

     1,725       —    

Other investing activities

     4       131  
                

Net cash provided by (used in) investing activities

     36,989       (162,756 )
                

See accompanying notes to unaudited consolidated financial statements.

 

7


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Unaudited)

(Dollars in thousands, except per share data)

 

     For the Six Months
Ended March 31,
 
     2007     2006  

Cash flows from financing activities:

    

Net decrease in transaction, savings and money market deposits

   $ (2,401 )   $ (64,197 )

Net increase in time deposits

     13,067       117,156  

Net (decrease) increase in borrowings

     (63,522 )     105,870  

Net increase in mortgage escrow funds

     5,171       5,772  

Treasury shares purchased

     (4,825 )     (12,705 )

Stock option transactions

     243       58  

Other stock-based compensation transactions

     20       1,646  

Cash dividends paid

     (4,081 )     (4,111 )
                

Net cash (used in) provided by financing activities

     (56,328 )     149,489  
                

Net decrease in cash and cash equivalents

     (8,896 )     (9,007 )

Cash and cash equivalents at beginning of period

     57,293       64,117  
                

Cash and cash equivalents at end of period

   $ 48,397     $ 55,110  
                

Supplemental information:

    

Interest payments

   $ 33,087     $ 20,611  

Income tax payments

     5,346       1,516  

See accompanying notes to unaudited consolidated financial statements.

 

8


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE

INCOME (LOSS) (Unaudited)

(Dollars in thousands, except per share)

 

     For the Three
Months
Ended March 31,
   

For the Six

Months
Ended March 31,

 
     2007     2006     2007     2006  

Net Income:

   $ 4,432     $ 4,405     $ 9,043     $ 9,564  

Other comprehensive income (loss):

        

Net unrealized holding gains (losses) arising during the period, net of tax expense (benefit) of $1,556, ($2,145), $2,408 and ($3,477)

     2,250       (3,217 )     3,482       (5,216 )

Reclassification adjustment for net realized gains included in net income, net of related income tax of $2, $0, $2, and $0

     (2 )     —         (2 )     —    
                                
     2,248       (3,217 )     3,480       (5,216 )

Total comprehensive income

   $ 6,680     $ 1,188     $ 12,523     $ 4,348  
                                

See accompanying notes to unaudited consolidated financial statements.

 

9


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

1. Basis of Presentation

The consolidated financial statements and other financial information presented in this document as of March 31, 2007 include the accounts of Provident New York Bancorp, a Delaware corporation (the “Company”), Provident Bank (the “Bank”), Hardenburgh Abstract Company of Orange County, Inc. (“Hardenburgh”), and Hudson Valley Investment Advisors, LLC (“HVIA”) and each subsidiary of Provident Bank: Provest Services Corp., (an inactive subsidiary), Provest Services Corp. I, Provest Services Corp. II, Provident REIT, Inc., WSB Funding, Inc., Warsave Development Corp., Provident Municipal Bank and WSB Financial Services, Inc. (an inactive subsidiary). Collectively, these entities are referred to herein as the “Company.” Provident New York Bancorp is a publicly held company and the parent company of the Bank. Provest Services Corp. I holds a limited partnership interest in a low-income housing partnership that provides certain favorable tax consequences. Warsave Development Corp. holds title to a rental property that generates rental income. Hardenburgh is a title insurance agency that generates title insurance fees and commissions. HVIA is an investment advisory firm that generates investment management fees. Provest Services Corp. II has engaged a third-party provider to sell annuities and life insurance to the customers of the Bank. Through March 31, 2007, the activities of these wholly-owned subsidiaries have had a minor impact on the Company’s consolidated financial condition and results of operations. Provident REIT, Inc. and WSB Funding, Inc. hold a portion of the Company’s real estate loans and are real estate investment trusts for federal income tax purposes. Provident Municipal Bank (“PMB”) is a limited purpose New York State-chartered commercial bank and is authorized to accept deposits from municipalities in the Bank’s New York business area.

The Company’s off-balance sheet activities are limited to loan origination commitments, lines of credit and letters of credit extended to customers or, in the case of letters of credit, on behalf of customers in the ordinary course of its lending activities. The Company does not engage in off-balance sheet financing transactions or other activities involving the use of special-purpose or variable interest entities.

The consolidated financial statements have been prepared by management without audit, but, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position and results of operations as of the dates and for the periods presented. Although certain information and footnote disclosures have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the Company believes that the disclosures are adequate to make the information presented clear. The results of operations for the six months ended March 31, 2007 are not necessarily indicative of results to be expected for other interim periods or the entire fiscal year ending September 30, 2007. The unaudited consolidated financial statements presented herein should be read in conjunction with the annual audited financial statements included in the Company’s Form 10-K for the fiscal year ended September 30, 2006.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense. Actual results could differ significantly from these estimates. A material estimate that is particularly susceptible to near-term change is the allowance for loan losses (see note 6), which is a critical accounting policy.

 

2. Stock-Based Compensation

The Company applies Statement of Financial Accounting Standards (“SFAS”) No. 123R, Accounting for Stock-Based Compensation, and related interpretations in accounting for its stock-based compensation plans. SFAS No. 123R, issued in December 2004, established accounting and disclosure requirements using a fair-value-based

 

10


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

method of accounting for stock-based employee compensation plans, and required adoption by all publicly owned companies for fiscal periods ending after June 15, 2005. As of October 1, 2005, the Company began to expense these grants as required by SFAS No. 123R. Stock-based employee compensation cost pertaining to stock options is reflected in net income, as all unvested options granted under the Company’s stock option plans had a value based on the fair value calculations using the Black-Scholes option pricing model, even though the exercise prices were equal to the market value of the underlying common stock on the date of the grant. Prior to October 1, 2005, the Company applied the requirements of APB Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related interpretations, in accounting for its stock-based plans. Under APB 25, no compensation expense was recognized for the Company’s stock-based plans regarding employee stock-options. The Company did, however, recognize expense for its plans that were compensatory per APB 25, and had grant-date intrinsic value, such as restricted stock grants (RRPs).

The Company’s stock-based compensation plans allow for accelerated vesting when an employee reaches retirement age and ceases continuous service. Under SFAS No. 123R, grants issued subsequent to the adoption of SFAS 123R that are subject to such an accelerated vesting upon the recipient’s attainment of retirement age are expensed over the shorter of the time-to-retirement age or the vesting schedule in accordance with the grant. Thus, the vesting period can be far less than the plan’s five-year vesting period depending on the age of the grantee. As of March 31, 2007, 404,800 shares of the options granted were subject to this potential accelerated vesting.

The Company elected the modified prospective transition method in adopting SFAS No. 123R. Under this method, the provisions of SFAS No. 123R apply to all awards granted or modified after the date of adoption. During the six months ended March 31, 2007, the Company issued 6,387 shares of new stock-based option awards and recognized a total non-cash stock-based compensation cost of $591,000 associated with stock options. As of March 31, 2007, the total remaining unrecognized compensation cost related to non-vested stock options was $2.7 million. The following table shows information regarding outstanding and exercisable options as of March 31, 2007:

 

     March 31, 2007
     Outstanding    Exercisable
          Weighted-Average         Weighted-Average
     Number of
Stock Options
   Exercise
Price
   Life
(in Years)
   Number of
Stock Options
   Exercise
Price
   Life
(in Years)

Range of Exercise Price

                 

$3.50 to $6.08

   778,275    $ 3.65    2.9    778,275    $ 3.65    2.9

$6.09 to $10.61

   74,693      7.18    2.9    74,693      7.18    2.9

$10.62 to $11.85

   169,427      11.62    6.4    122,427      11.67    6.0

$11.86 to $15.66

   1,576,389      12.88    8.1    909,899      12.86    8.0
                     
   2,598,784    $ 9.87    6.3    1,885,294    $ 8.76    5.6
                     

5,316 shares were anti-dilutive as of March 31, 2007 on a fiscal year-to-date basis, and therefore were not included in common stock equivalents for earnings per share purposes.

 

11


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

The following table summarizes the Company’s stock option activity for the six months ended March 31, 2007:

 

     Number
of Shares
    Weighted
Average
Exercise
Price

Outstanding at October 1, 2006

   2,679,963     $ 9.86

Granted

   6,387       14.47

Exercised

   (51,943 )     12.97

Forfeited

   (35,623 )     10.09
        

Outstanding at March 31, 2007

   2,598,784     $ 9.87
            

Exercisable at March 31, 2007

   1,883,004     $ 8.75
            

Weighted average estimated fair value of options granted during the period

     $ 2.91
        

The fair value for grants during the six-month period ended March 31, 2007 was estimated at the date of grant using a Black-Scholes option pricing model with at he following weighted-average assumptions:

 

Risk-free interest rate

   4.61 %

Dividend yield

   1.63 %

Volatility of the market price

   18.9 %

Weighted-average expected life of options

   5.6 years  

The aggregate intrinsic value of options outstanding as of March 31, 2007 was $11.1 million. The intrinsic value represents total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading date of the six-month period ended March 31, 2007 and exercise price, multiplied by the number of in the money options).

Under the Company’s 2000 and 2004 restricted stock plans, 81,557 shares of restricted stock are reserved for issuance as of March 31, 2007. The Company can also fund the restricted stock plan with treasury stock. The fair market value of the shares awarded under the restricted stock plan is being amortized to expense on a straight-line basis over the five-year vesting period of the underlying shares. Compensation expense related to the restricted stock plan was $1.1 million and $1.3 million for the six months ended March 31, 2007 and 2006, respectively. The remaining unearned compensation cost was $5.2 million as of March 31, 2007. On the grant date, shares awarded under the restricted stock plan were transferred from treasury stock at cost with the difference between the fair market value on the grant and the cost basis of the shares recorded as a reduction to retained earnings or an increase to additional paid-in capital, as applicable. Upon adoption of SFAS No. 123R, the balance of unearned compensation as of October 1, 2005 was transferred to additional paid-in capital.

The terms of issued restricted stock plans allow for accelerated vesting when an employee reaches retirement age and ceases continuous service. Under SFAS No. 123R, grants issued subsequent to adoption of SFAS 123R that are subject to such an accelerated vesting upon the recipient’s attainment of retirement age are expensed over the shorter of the time-to-retirement age or the vesting schedule in accordance with the grant. Thus, the vesting period can

 

12


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

be shorter than the plan’s five-year vesting period depending on the age of the grantee. As of March 31, 2007, 301,700 shares of the awards granted were subject to this potential accelerated vesting.

Restricted stock awards granted under the 2004 Stock Incentive Plan are accounted for in accordance with SFAS No.123R. The fair value of the shares awarded, measured as of the grant date, is recognized and amortized on a straight-line basis to compensation expense over the vesting period of the awards. A summary of restricted stock award activity under the plan for the six months ended March 31, 2007 is presented below:

 

     Number
of Shares
    Weighted
Average
Grant-Date
Fair Value

Nonvested shares outstanding at October 1, 2006

   505,480     $ 12.84

Granted

   5,000       13.94

Vested

   (21,980 )     12.84

Forfeited

   (12,200 )     13.01
            

Nonvested shares outstanding at March 31, 2007

   476,300     $ 12.86
            

During the six months ended March 31, 2007 and 2006, the Company expensed $252,000 and $386,000 for accelerated vesting, respectively.

The Company maintains an employee stock ownership plan (ESOP), funded by two loans, in which approximately 187,932 shares are released each calendar year. The first loan, initiated in connection with the first public offering in 1999, will be paid off in December 2007 and results in the release of approximately 138,000 shares annually. The second loan, initiated in connection with the second step public offering, matures in December 2023 and results in the release of 49,932 shares annually. For the six-month period ended March 31, 2007, the ESOP expense for the shares released under the first and second loans totaled $1.0 million and $362,000 respectively. The Company expects a substantial decrease in ESOP expense once the first ESOP loan is paid off, and the related shares are fully released, in December 2007. The Company reduced ESOP expense by $250,000 related to forfeitures from the plan during the first quarter of fiscal 2007.

 

3. Acquisitions

The Company has been active in acquisitions over the past several years. All acquisitions were accounted for using the purchase method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded by the Company at their fair values at the acquisition date.

On June 1, 2006 the Company acquired the net assets of Hudson Valley Investment Advisors, Inc. for $2.5 million in cash and 208,331 shares of common stock, for total consideration of $5.2 million. In connection with this acquisition, the Company formed Hudson Valley Investment Advisors, LLC (“HVIA”) as a subsidiary of the Company. In connection with the acquisition, the Company recorded $2.8 million in amortizable intangible assets and $2.5 million in goodwill. The amortizable intangible assets consist of $2.3 million of the value of non-competition rights and $500,000 of the value of a customer list. Such intangible assets will be amortized over 10 years, equal to the term of the exclusive management contract established with the principal manager of HVIA. The manager receives a fee, payable

 

13


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

quarterly, equal to 50% of the net revenues as defined, and is eligible to receive an additional $1.0 million earn-out over a five-year period, if certain revenues are achieved. The Company has an option to purchase the management contract under certain circumstances.

On October 1, 2004 the Company completed its acquisition of Warwick Community Bancorp, Inc. (“WSB” or “Warwick”), located in Warwick, New York. WSB was the holding company for The Warwick Savings Bank, headquartered in Warwick, New York, The Towne Center Bank, headquartered in Lodi, New Jersey and Hardenburgh Abstract Company of Orange County, Inc., headquartered in Goshen, New York.

On January 14, 2004, the Company completed its acquisition of E.N.B. Holding Company, Inc. (“ENB”), located in Ellenville, New York. ENB was the holding company for Ellenville National Bank.

On April 23, 2002, the Company completed its acquisition of The National Bank of Florida (“NBF”), located in Florida, New York.

Below is a summary of the financial transactions, including the branch purchase on May 19, 2005 of an HSBC Bank USA, National Association (“HSBC”) branch office in South Fallsburg New York, which has been consolidated with the Bank’s existing branch in South Fallsburg.

 

      HVIA    HSBC     WSB    ENB    NBF    Total

At Acquisition Date

                

Number of shares issued

     208,331      —         6,257,896      3,969,676      —        10,435,903

Loans acquired

   $ —      $ 2,045     $ 284,522    $ 213,730    $ 23,112    $ 523,409

Deposits assumed

     —        23,319       475,150      327,284      88,182      913,935

Cash paid/(received)

     2,500      (18,938 )     72,601      36,773      28,100      121,036

Goodwill

     2,531      —         91,576      51,794      13,063      158,964

Core deposit/other intangibles*

     2,830      1,690       10,395      6,624      1,787      23,326

At March 31, 2007

                

Goodwill

   $ 2,529    $ —       $ 91,671    $ 52,277    $ 13,336    $ 159,813

Accumulated intangible amortization

     236      646       4,401      4,833      1,475      11,591

Net core deposit/other intangibles

     2,594      1,044       5,994      1,791      312      11,735

* In addition to the above, the Company also carries $821 in mortgage servicing rights.

The following table sets forth the future amortization of core deposit and other intangible assets:

 

At March 31, 2007

   Amortization

Less than one year

   $ 2,815

One to two years

     2,389

Two to three years

     2,015

Three to four years

     1,659

Four to five years

     1,089

Beyond five years

     1,768
      

Total

   $ 11,735
      

 

14


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

Goodwill is not amortized to expense, but is reviewed for impairment at least annually, with impairment losses charged to expense, if and when they occur. The core deposit intangible asset is recognized apart from goodwill and amortized to expense over its estimated useful life and evaluated, at least annually, for impairment.

On March 30, 2007, the Company received notice of the disallowance of certain expenses related to Warwick Community Bancorp, Inc.’s disposition of assets prior to its acquisition by the Company. This disallowance of $2.3 million in federal income taxes, if realized, would result in a reduction of a refund receivable. The Company intends to vigorously contest the disallowance. After further research, subsequent to filing a Current Report on Form 8-K on April 5, 2007 on this matter, the Company believes that any disallowance realized would adjust goodwill recorded in connection with the acquisition.

 

4. Critical Accounting Policies

The accounting and reporting policies of the Company are prepared in accordance with accounting principles generally accepted within the United States of America and conform to general practices within the banking industry. Accounting policies considered critical to the Company’s financial results include the allowance for loan losses, accounting for goodwill and the recognition of interest income. The methodology for determining the allowance for loan losses is considered by management to be a critical accounting policy due to the high degree of judgment involved, the subjectivity of the assumptions utilized, and the potential for changes in the economic environment that could result in changes to the amount of the allowance for loan losses considered necessary. Accounting for goodwill is considered to be a critical policy because goodwill must be tested for impairment at least annually using a “two-step” approach that involves the identification of reporting units and the estimation of fair values. The estimation of fair values involves a high degree of judgment and subjectivity in the assumptions utilized. Interest income on loans, securities and other interest-earning assets is accrued monthly unless management considers the collection of interest to be doubtful. In accounting for the recognition of interest income a loan is placed on non-accrual status when management has determined that the borrower is unlikely to meet contractual principal or interest obligations, or when payments are 90 days or more past due, unless well secured and in the process of collection. Accrual of interest ceases and, in general, uncollected past due interest is reversed and charged against current interest income if such unpaid interest relates to the current year. Prior years’ non-accrual interest is charged to the allowance for loan losses. Interest payments received on non-accrual loans, including impaired loans, are not recognized as income unless warranted based on the borrower’s financial condition and payment record. Application of assumptions different than those used by management could result in material changes in the Company’s financial position or results of operations. Footnote 2 (Summary of Significant Accounting Policies) of the Annual Report on Form 10-K for the year ended September 30, 2006 provides detail with regard to the Company’s accounting for the allowance for loan losses.

With the exception of the adoption of Staff Accounting Bulletin (SAB) 108 on October 1, 2006 and the resulting adjustment to retained earnings, there have been no significant changes in the application of accounting policies since September 30, 2006. As a result of the implementation of SAB 108, the Company corrected immaterial errors which resulted in $374,000 being credited to retained earnings, net of taxes of $264,000. $611,000 was credited due to analysis of the Company’s reserve for off-balance sheet liabilities. This analysis applied to the fiscal year ended September 30, 2000 and subsequent periods. $237,000 was charged to retained earnings to reflect post-employment benefits associated with the Company’s BOLI contracts since September 30, 2002. The Company appropriately considered these adjustments to be immaterial individually and in the aggregate to its prior financial statements.

 

15


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

5. Loans

Major classifications of loans, excluding loans held for sale, are summarized below:

 

     March 31, 2007    September 30, 2006

Real estate – residential mortgage

   $ 479,022    $ 462,996

Real estate – commercial mortgage

     542,628      529,607

Real estate – construction

     118,609      96,656

Commercial and industrial

     188,802      160,823

Consumer loans

     231,332      223,476
             

Total

   $ 1,560,393    $ 1,473,558
             

Loans held for sale totaling $689,000 and $7.5 million at March 31, 2007 and September 30, 2006 represent student loans, which will be purchased by a third party 60 days after annual advances have occurred. The Company expects to cease student loan originations by the end of 2007.

 

6. Allowance for Loan Losses and Non-Performing Assets

The allowance for loan losses is established through provisions for losses charged to earnings. Loan losses are charged against the allowance when management believes that the collection of principal is unlikely. Recoveries of loans previously charged-off are credited to the allowance when realized. The allowance for loan losses is the amount that management has determined to be necessary to absorb probable incurred loan losses inherent in the existing portfolio. Management’s evaluations, which are subject to periodic review by the Company’s regulators, are made using a consistently applied methodology that takes into consideration such factors as the Company’s past loan loss experience, changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and collateral values, and current economic conditions that may affect the borrowers’ ability to pay. However, consistent with our policy, during the quarter ended December 31, 2006 we enhanced our methodology to better reflect current loan loss experience post acquisitions. Changes in the allowance for loan losses may be necessary in the future based on changes in economic and real estate market conditions, new information obtained regarding known problem loans, regulatory examinations, the identification of additional problem loans, and other factors. Non-performing loans increased $3.3 million from $5.0 million at September 30, 2006 to $8.3 million at March 31, 2007, as payment on certain previously criticized loans ceased or slowed further resulting in their categorization as non-performing. No significant increase in loan loss reserves was required by this classification based on an evaluation of underlying collateral values.

 

16


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

Activity in the allowance for loan losses for the periods indicated is summarized below:

 

     Three Months Ended
March 31,
    Six Months Ended
March 31,
 
     2007     2006     2007     2006  

Balance at beginning of period

   $ 20,436     $ 20,714     $ 20,373     $ 21,047  

Transfer to reserve for contingent loan commitments

     —         71       —         (73 )

Charge-offs

     (421 )     (1,023 )     (818 )     (1,537 )

Recoveries

     20       31       80       56  
                                

Net charge-offs

     (401 )     (992 )     (738 )     (1,481 )
                                

Provision for loan losses

     400       300       800       600  
                                

Balance at end of period

   $ 20,435     $ 20,093     $ 20,435     $ 20,093  
                                

Net charge-offs to average loans outstanding (annualized)

     0.10 %     0.28 %     0.10 %     0.22 %

The following table sets forth the amounts and categories of the Company’s non-performing assets at the dates indicated. At both dates, the Company had no troubled debt restructurings (loans for which a portion of interest or principal has been forgiven and loans modified at interest rates materially less than current market rates).

 

      March 31, 2007     September 30, 2006  
      90 days past due
Still accruing
   Non-
Accrual
    90 days past due
Still accruing
  

Non-

Accrual

 

Non-performing loans:

          

One- to four- family

   $ 1,133    $ 472     $ 629    $ 472  

Commercial real estate

     1,568      2,610       613      2,367  

Commercial business

     284      993       30      459  

Construction

     200      644       —        —    

Consumer

     299      121       310      144  
                              

Total non-performing loans

   $ 3,484      4,840     $ 1,582      3,442  
                              

Real estate owned:

          

One- to four family

        87          87  
                      

Total real estate owned

        87          87  
                      

Total non-performing assets

      $ 8,411        $ 5,111  
                      
          

Ratios:

          

Non-performing loans to total loans

        0.53 %        0.34 %

Non-performing assets to total assets

        0.30 %        0.18 %

Allowance for loan losses to total non-performing loans

        245.49 %        405.51 %

Allowance for loan losses to average loans

        1.35 %        1.44 %

The Company recorded an investment in impaired loans, as defined by SFAS No. 114, of $1.4 million and $0 at March 31, 2007 and September 30, 2006, respectively. The amount of allowance allocated to impaired loans was $142,000 at March 31, 2007.

 

17


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

7. Securities

The following is a summary of securities available for sale at March 31, 2007 and September 30, 2006:

 

    

Available for Sale Portfolio

March 31, 2007

    

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

   

Fair

Value

Mortgage-backed securities

          

Mortgage-backed pass-through securities

   $ 499,471    $ 1,016    $ (6,426 )   $ 494,061

Collateralized mortgage obligations

     40,749      291      (270 )     40,770
                            

Total mortgage-backed securities

     540,220      1,307      (6,696 )     534,831
                            

Investment Securities

          

U.S. Government and federal agency securities

     197,069      33      (1,385 )     195,717

State and municipal securities

     113,681      405      (473 )     113,613

Equity securities

     105      6      (1 )     110
                            

Total investment securities

     310,855      444      (1,859 )     309,440
                            

Total available for sale

   $ 851,075    $ 1,751    $ (8,555 )   $ 844,271
                            
     

Available for Sale Portfolio

September 30, 2006

    

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

   

Fair

Value

Mortgage-backed securities

          

Mortgage-backed pass-through securities

   $ 540,888    $ 482    $ (10,066 )   $ 531,304

Collateralized mortgage obligations

     37,667      139      (410 )     37,396
                            

Total mortgage-backed securities

     578,555      621      (10,476 )     568,700
                            

Investment securities

          

U.S. Government and federal agency securities

     289,506      29      (3,355 )     286,180

State and municipal securities

     95,405      799      (234 )     95,970

Equity securities

     947      7      (75 )     879
                            

Total investment securities

     385,858      835      (3,664 )     383,029
                            

Total available for sale

   $ 964,413    $ 1,456    $ (14,140 )   $ 951,729
                            

 

18


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

The following is a summary of securities held to maturity at March 31, 2007 and September 30, 2006:

 

    

Held to Maturity Portfolio

March 31, 2007

    

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

   

Fair

Value

Mortgage-backed securities

          

Mortgage-backed pass-through securities

   $ 15,873    $ 100    $ (178 )   $ 15,795

Collateralized mortgage obligations

     1,345      37      —         1,382
                            

Total mortgage-backed securities

     17,218      137      (178 )     17,177
                            

Investment securities

          

State and municipal securities

     34,806      280      (208 )     34,878

Other investments

     56      4      —         60
                            

Total investment securities

     34,862      284      (208 )     34,938
                            

Total held to maturity

   $ 52,080    $ 421    $ (386 )   $ 52,115
                            
     Held to Maturity Portfolio
September 30, 2006
    

Amortized

Cost

  

Gross

Unrealized
Gains

  

Gross

Unrealized

Losses

   

Fair

Value

Mortgage-backed securities

          

Mortgage-backed pass-through securities

   $ 18,472    $ 100    $ (294 )   $ 18,278

Collateralized mortgage obligations

     1,467      44      —         1,511
                            

Total mortgage-backed securities

     19,939      144      (294 )     19,789
                            

Investment securities

          

State and municipal securities

     40,892      323      (288 )     40,927

Other investments

     156      5      (1 )     160
                            

Total investment securities

     41,048      328      (289 )     41,087
                            

Total held to maturity

   $ 60,987    $ 472    $ (583 )   $ 60,876
                            

 

19


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

At March 31, 2007 and September 30, 2006, the accumulated unrealized net loss on securities available for sale (net of tax of $2.8 million and $5.2 million respectively) that was included in the accumulated other comprehensive loss, a separate component of stockholders’ equity, was $4.0 million and $7.5 million, respectively. Gross realized gains were $4,000 and $0 for the three months ended March 31, 2007 and 2006, respectively.

Securities, including held-to-maturity securities, with a carrying amount of $353.2 million and $427.9 million were pledged as collateral for borrowings and securities repurchase agreements at March 31, 2007 and September 30, 2006, respectively. U.S Government and municipal securities with carrying amounts of $206.4 million and $180.5 million were pledged as collateral for municipal deposits and other purposes at March 31, 2007 and September 30, 2006, respectively.

The following tables summarize, for all securities in an unrealized loss position at March 31, 2007 and September 30, 2006, respectively, the aggregate fair value and gross unrealized loss by length of time those securities have continuously been in an unrealized loss position:

 

      Less than 12 months    12 months or longer    Total

As of March 31, 2007

   Unrealized
Losses
    Fair Value    Unrealized
Losses
    Fair Value    Unrealized
Losses
    Fair Value

Available For Sale:

              

Mortgage-backed securities

   $ (226 )   $ 32,458    $ (6,470 )   $ 347,470    $ (6,696 )   $ 379,928

U.S. Government Agency securities

     (110 )     9,881      (1,275 )     140,950      (1,385 )     150,831

Municipal securities

     (262 )     41,756      (211 )     13,945      (473 )     55,701

Equity securities

     —         —        (1 )     104      (1 )     104
                                            

Total available-for-sale:

     (598 )     84,095      (7,957 )     502,469      (8,555 )     586,864
                                            

Held to Maturity:

              

Mortgage-backed securities

     —         198      (178 )     9,253      (178 )     9,451

State and municipal securities

     (51 )     12,805      (157 )     7,292      (208 )     20,097

Other securities

     —         —        —         —        —      
                                            

Total held to maturity:

     (51 )     13,003      (335 )     16,545      (386 )     29,548
                                            

Total securities:

   $ (649 )   $ 97,098    $ (8,292 )   $ 519,014    $ (8,941 )   $ 616,112
                                            

 

20


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

      Less than 12 months    12 months or longer    Total

As of September 30, 2006

   Unrealized
Losses
    Fair Value    Unrealized
Losses
    Fair Value    Unrealized
Losses
    Fair Value

Available For Sale:

              

Mortgage-backed securities

   $ (627 )   $ 71,092    $ (9,849 )   $ 392,338    $ (10,476 )   $ 463,430

U.S. Government Agency securities

     (282 )     34,655      (3,073 )     231,584      (3,355 )     266,239

Municipal securities

     (31 )     9,281      (203 )     14,409      (234 )     23,690

Equity securities

     —         105      (75 )     767      (75 )     872
                                            

Total available-for-sale:

     (940 )     115,133      (13,200 )     639,098      (14,140 )     754,231
                                            

Held to Maturity:

              

Mortgage-backed securities

     (3 )     1,121      (291 )     10,090      (294 )     11,211

State and municipal securities

     (89 )     18,998      (199 )     4,424      (288 )     23,422

Other securities

     —         —        (1 )     100      (1 )     100
                                            

Total held to maturity:

     (92 )     20,119      (491 )     14,614      (583 )     34,733
                                            

Total securities:

   $ (1,032 )   $ 135,252    $ (13,691 )   $ 653,712    $ (14,723 )   $ 788,964
                                            

Substantially all of the unrealized losses at March 31, 2007 relate to investment grade securities and are attributable to changes in market interest rates subsequent to purchase. There were no individual securities with unrealized losses of significant dollar amounts at March 31, 2007. A total of 208 securities were in a continuous unrealized loss position for less than 12 months, and 293 securities for 12 months or longer. For fixed maturities, there are no securities past due or securities for which the Company currently believes it is not probable that it will collect all amounts due according to the contractual terms of the investment. The Company has the ability and intent to hold securities with unrealized losses until a market price recovery (which, for securities with fixed maturities, may be until maturity), therefore, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2007.

 

21


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

8. Deposits

Major classifications of deposits are summarized below:

 

     March 31,
2007
   September 30,
2006

Demand deposits:

     

Retail

   $ 150,734    $ 163,582

Commercial and municipal

     198,618      203,265

Business NOW deposits

     47,032      50,546

Personal NOW deposits

     109,843      103,186
             

Total transaction accounts

     506,227      520,579

Savings

     364,808      378,337

Money market

     264,417      238,977

Certificates of deposit

     604,853      591,766
             

Total deposits

   $ 1,740,305    $ 1,729,659
             

Municipal deposits of $187.8 million and $147.8 million were included in total deposits at March 31, 2007 and September 30, 2006, respectively. March 31, 2007 includes $4.2 million in brokered CD’s.

 

9. FHLB and Other Borrowings

The Company’s FHLB and other borrowings and weighted average interest rates are summarized as follows:

 

     March 31, 2007     September 30, 2006  
     Amount    Rate     Amount    Rate  

By type of borrowing:

          

Advances

   $ 441,469    4.98 %   $ 350,163    5.18 %

Repurchase agreements

     177,174    4.71       332,576    5.04  
                  

Total borrowings

   $ 618,643    4.90 %   $ 682,739    5.11 %
                  

By remaining period to maturity:

          

One year or less

   $ 349,122    5.37 %   $ 565,555    5.40 %

One to two years

     34,182    4.02       32,180    3.28  

Two to three years

     23,574    3.38       38,266    3.80  

Three to four years

     23,689    3.91       21,337    3.84  

Four to five years

     13,666    3.77       21,560    3.82  

Five years or greater

     129,410    4.26       3,841    4.89  
                  

Total borrowings

   $ 618,643    4.90 %   $ 682,739    5.11 %
                  

As a member of the FHLB of New York, the Bank may borrow in the form of term and overnight borrowings up to the amount of eligible mortgages and securities that have been pledged as collateral under a blanket security agreement. As of March 31, 2007 and September 30, 2006, the Bank had pledged mortgages totaling $354.4 million and $354.7 million, respectively. The Bank had also pledged securities with carrying amounts of $353.2 million and $427.9 million as of March 31, 2007 and September 30, 2006, respectively, to secure borrowings. Based on total outstanding borrowings with the FHLB which

 

22


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

totaled $606.6 million and $670.1 million as of March 31, 2007 and September 30, 2006, the Bank had unused borrowing capacity under the FHLB of New York line of credit of $91.1 million and $102.6 million, respectively. The Bank may borrow additional amounts by pledging securities not required to be pledged for other purposes with a market value of $332.5 million as of March 31, 2007.

During the six months ended March 31, 2007 no borrowings were called. Of the $177.2 million in repurchase agreements, $66.2 million are callable quarterly through their respective maturities. Premium recorded, but not accreted into income at March 31, 2007, was $2.5 million. In addition, the Company has $441.5 million in advances, of which $144.5 million are callable quarterly. Included in the Company’s borrowings are $50.0 million in structured advances and $50.0 million in structured repurchase agreements, which are callable quarterly, after an initial lock-out period of six months to one year.

 

10. Earnings Per Common Share

The number of shares used in the computation of basic earnings per share excludes unallocated ESOP shares, shares held to fund deferred compensation plans, and unallocated shares of restricted stock that have not been released to participants.

Common stock equivalent shares are incremental shares (computed using the treasury stock method) that would have been outstanding if all potentially dilutive stock options and unvested RRP shares were exercised or became vested during the periods.

Basic earnings per common share is computed as follows:

 

     For the Three Months
Ended March 31,
   For the Six Months
Ended March 31,
     2007    2006    2007    2006

Weighted average common shares outstanding (basic), in ‘000s

     41,145      40,939      41,157      41,070
                           

Net income

   $ 4,432    $ 4,405    $ 9,043    $ 9,564

Basic earnings per common share

   $ 0.11    $ 0.11    $ 0.22    $ 0.23

Diluted earnings per common share is computed as follows:

 

     For the Three Months
Ended March 31,
   For the Six Months
Ended March 31,
     2007    2006    2007    2006

Weighted average common shares outstanding (basic), in ‘000s

     41,145      40,939      41,157      41,070

Effect of common stock equivalents

     527      467      548      471
                           

Total diluted shares

     41,672      41,406      41,705      41,541

Net income

   $ 4,432    $ 4,405    $ 9,043    $ 9,564

Diluted earnings per common share

   $ 0.11    $ 0.11    $ 0.22    $ 0.23

 

23


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

11. Guarantor’s Obligations Under Guarantees

Nearly all letters of credit issued by or on behalf of the Company are standby letters of credit. Standby letters of credit are commitments issued by the Company on behalf of its customer/obligor in favor of a beneficiary that specify an amount the Company can be called upon to pay upon the beneficiary’s compliance with the terms of the letter of credit. These commitments are primarily issued in favor of local municipalities to support the obligor’s completion of real estate development projects. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

As of March 31, 2007, the Company had $20.5 million in outstanding letters of credit, of which $8.6 million were secured by cash collateral.

 

12. Pension and Other Post Retirement Plans

Net post-retirement cost, which is recorded within salaries and employee benefits expense in the consolidated statements of income, is comprised of the following:

 

     Pension Plans     Other Post-Retirement Plans  
    

Three Months Ended

March 31,

   

Three Months Ended

March 31,

 
     2007     2006     2007     2006  

Service cost

   $ —       $ 328     $ 6     $ 9  

Interest cost

     416       224       16       19  

Expected return on plan assets

     (573 )     (324 )     0       0  

Unrecognized net transition obligation

     —         0       2       2  

Amortization of prior service cost

     —         (3 )     3       2  

Amortization of gain or loss

     —         81       (37 )     (26 )
                                

Net periodic cost (benefit)

   $ (157 )   $ 306     $ (10 )   $ 6  
                                
     Pension Plans     Other Post-Retirement Plans  
    

Six Months Ended

March 31,

    Six Months Ended March 31,  
     2007     2006     2007     2006  

Service cost

   $ —       $ 656     $ 13     $ 18  

Interest cost

     832       448       31       39  

Expected return on plan assets

     (1,146 )     (649 )     —         —    

Unrecognized net transition obligation

     —         0       5       5  

Amortization of prior service cost

     —         (6 )     5       3  

Amortization of gain or loss

     —         163       (74 )     (52 )
                                

Net periodic cost (benefit)

   $ (314 )   $ 612     $ (20 )   $ 13  
                                

No contributions are expected to be made in fiscal 2007. As part of the acquisition of WSB, the Company assumed the WSB Pension Plan, a defined benefit plan. The WSB plan was frozen on April 30, 2002. As part of the acquisition of ENB, the Company assumed the ENB Pension Plan, a defined benefit plan. The ENB plan was frozen in connection with the merger of ENB into the Company. On April 1, 2006 the Company approved merging both the ENB and WSB pension plans into the Provident Bank Pension Plan, effective April 30, 2006.

 

24


PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

On July 27, 2006 the Board of Directors of the Company approved a curtailment to the Provident Bank Defined Benefit Pension Plan (“the Plan”) as of September 30, 2006. At that time, benefit accruals for future service ceased and no new participants may enter the plan.

In addition, the Provident Bank 401(k) Plan and Profit Sharing Plan were amended. The amendment to the 401(k) plan added a profit sharing contribution for employees which is expected to be 3% of eligible compensation for fiscal 2007. In 2007, it is anticipated that the annual cost of the profit sharing contribution will be approximately $800,000.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. The standard calls for the balance sheet to fully recognize the funded status of a benefit plan, such as a pension plan. This newly issued standard applies for years ending after December 15, 2006 to employers with publicly traded equity securities. If such unrecognized components of defined benefit pension plans and retiree medical plans were recorded as of September 30, 2006, accumulated other comprehensive loss would be increased by $605,000. The adoption of SFAS 158 is not expected to have a material impact on the consolidated earnings or financial position of the Company.

 

25


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

Forward-Looking Statements

The Company has made, and may continue to make, various forward-looking statements with respect to earnings, credit quality and other financial and business matters for 2007 and, in certain instances, subsequent periods. The Company cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, and that statements for subsequent periods are subject to greater uncertainty because of the increased likelihood of changes in underlying factors and assumptions. Actual results could differ materially from forward-looking statements.

In addition to those factors previously disclosed by the Company and those factors identified elsewhere herein, the following factors could cause actual results to differ materially from such forward-looking statements: pricing pressures on loan and deposit products, changes in local and national economic conditions, the extent and timing of actions of the Company’s regulators, customer deposit disintermediation, changes in customers’ acceptance of the Company’s products and services, general actions of competitors, other normal business risks such as credit losses, litigation and increases in the levels of non-performing assets and unfavorable changes in tax legislation. The Company’s forward-looking statements speak only as of the date on which such statements are made. The Company assumes no duty to update forward-looking statements to reflect new, changing or unanticipated events or circumstances.

The Company’s significant accounting policies are summarized in note 2 of the consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2006. An accounting policy considered particularly critical to the Company’s financial results is the allowance for loan losses. The methodology for assessing the appropriateness of the allowance for loan losses and non-performing loans is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions utilized, and the potential for changes in the economic environment that could result in changes in the necessary allowance.

Comparison of Financial Condition at March 31, 2007 and September 30, 2006

Total assets as of March 31, 2007 were $2.8 billion, a decrease of $40.0 million, or 1.4%, from September 30, 2006. The decrease from September 30, 2006 was primarily due to a decrease in the securities portfolio of $116.4 million, or 11.5%. Gross loans increased $86.8 million.

Net loans as of March 31, 2007 were $1.54 billion, an increase of $86.8 million, or 6.0%, over net loan balances of $1.45 billion at September 30, 2006. Commercial loans, primarily commercial and industrial loans, increased by $63.0 million, or 8.0%, over balances at September 30, 2006. Consumer loans increased by $7.9 million, or 3.5%, during the six-month period ended March 31, 2007, while residential loans increased by $16.0 million, or 3.5%. Total loan originations, excluding loans originated for sale, were $314.6 million for the six months ended March 31, 2007. However, repayments were $227.3 million for the six months ended March 31, 2007. Non-performing loans increased $3.3 million from September 30, 2006 due to payment on previously criticized loans ceasing or slowing further, resulting in their categorization as non-performing.

Net charge-offs of $738,000 for the six months ended March 31, 2007 represent only 0.10% of average loans outstanding on an annualized basis. Loan quality continues to be strong. At $8.3 million, non-performing loans as a percentage of total loans was 0.53%, as compared to 0.34% at

 

26


September 30, 2006, and 0.28% at March 31, 2006. The allowance for loan losses represents 1.35% of average loans and 245.49% of non-performing loans.

Total securities decreased by $116.4 million, or 11.5%, to $896.4 million at March 31, 2007 from $1.0 billion at September 30, 2006 primarily due to maturities being utilized to pay off borrowings and not being invested at current rates. Maturities were primarily in mortgage-backed securities, which decreased by $36.6 million, or 6.2%, and U.S. Government and federal agency securities, which decreased $90.5 million, or 31.6%. These decreases were partially offset by increases due to purchases in state and municipal securities of $11.6 million, or 8.4%.

Deposits as of March 31, 2007 were $1.7 billion, an increase of $10.6 million, or 0.6%, from September 30, 2006. As of March 31, 2007 retail and commercial transaction accounts were 29.1% of deposits compared to 30.1% at September 30, 2006. The decrease in demand deposits of $17.5 million, or 4.8%, is largely seasonal. The decrease in savings accounts of $13.5 million was largely due to the migration from the lower-yielding savings accounts to our certificate of deposit and power money market account products or in some cases, to other institutions offering higher yields (see “Liquidity and Capital Resources”). Certificates of deposit increased by $13.1 million, or 2.2%, primarily due to increases in municipal certificates of $38.1 million offset by declines of $25 million in retail certificates of deposit. Money Market accounts increased by $25.4 million, or 10.6% as the Company has been offering certain new products that offer higher, market-sensitive interest rates and other products that offer transaction account incentives.

Borrowings decreased by $64.1 million, or 9.4%, from September 2006, to $618.6 million. The decrease is due to the Company paying down higher rate borrowings with maturing securities.

Stockholders’ equity increased by $7.4 million, or 1.8%, to $412.6 million at March 31, 2007, compared to $405.3 million at September 30, 2006. The increase is primarily due to net retentions of earnings of $5.2 million, $3.4 million in stock-based compensation and a decrease in other comprehensive loss on available-for-sale securities of $3.5 million to $4.1 million. Offsetting these increases were repurchases of 354,400 shares of the Company’s stock at a cost of $4.8 million under the Company’s stock repurchase program, all of which occurred during the second quarter of 2007. The Company has a remaining authorization to repurchase 1,922,729 additional shares subject to market conditions.

Bank Tier I capital to adjusted total assets stands at 8.55% at March 31, 2007. Tangible capital at the holding company level is 9.14% of tangible assets.

Comparison of Operating Results for the Three Months Ended

March 31, 2007 and March 31, 2006

Net income for the three months ended March 31, 2007 was $4.4 million, an increase of $27,000 compared to $4.4 million for the same period in fiscal 2006. Net interest income before provision for loan losses for the three months ended March 31, 2007 decreased by $537,000, or 2.6%, to $20.5 million compared to $21.0 million for the same period in the prior year. Non-interest income increased $942,000, or 23.8%, to $4.9 million for the three months ended March 31, 2007, compared to $4.0 million for the three months ended March 31, 2006, due mainly to investment management fee growth of $514,000. Non-interest expense increased $426,000, or 2.4%, to $18.6 million for the three months ended March 31, 2007, compared to $18.1 million for the same period in the prior year primarily due to increases in marketing and promotional expense.

 

27


The relevant operating results performance measures follow:

 

    

Three Months Ended

March 31,

 
     2007     2006  

Per common share:

    

Basic earnings

   $ 0.11     $ 0.11  

Diluted earnings

     0.11       0.11  

Dividends declared

     0.05       0.05  

Return on average (annualized):

    

Assets

     0.64 %     0.67 %

Equity

     4.37 %     4.57 %

 

28


The following table sets forth the consolidated average balance sheets for the Company for the periods indicated. Also set forth is information regarding weighted average yields on interest-earning assets and weighted average rates paid on interest-bearing liabilities (dollars in thousands).

 

     Three Months Ended March 31,  
     2007     2006  
    

Average

Outstanding

Balance

    Interest    

Average

Yield/Rate

   

Average

Outstanding

Balance

    Interest    

Average

Yield/Rate

 

Interest earning assets:

            

Commercial and commercial mortgage loans

   $ 813,443     $ 15,647     7.80 %   $ 724,425     $ 13,201     7.39 %

Consumer loans

     240,975       4,227     7.11       197,232       3,198     6.58  

Residential mortgage loans

     466,224       6,789     5.91       452,513       6,720     6.02  
                                    

Total loans1

     1,520,642       26,663     7.11       1,374,170       23,119     6.82  
                                    

Securities-taxable

     765,255       8,570     4.54       825,284       8,321     4.09  

Securities-tax exempt2

     140,987       2,160     6.21       100,693       1,455     5.86  

Other earning assets

     34,487       628     7.39       30,675       358     4.73  
                                    

Total securities and other earning assets

     940,729       11,358     4.90       956,652       10,134     4.30  
                                    

Total interest-earning assets

     2,461,371       38,021     6.26       2,330,822       33,253     5.79  
                                            

Non-interest-earning assets

     325,356           333,952      
                        

Total assets

   $ 2,786,727         $ 2,664,774      
                        

Interest bearing liabilities:

            

NOW checking

   $ 153,105       135     0.36 %   $ 141,064       137     0.39 %

Savings, clubs and escrow

     368,171       456     0.50       448,084       564     0.51  

Money market accounts

     250,347       1,578     2.56       222,169       909     1.66  

Certificate accounts

     600,956       6,660     4.49       521,399       4,486     3.49  
                                    

Total interest-bearing deposits

     1,372,579       8,829     2.61       1,332,716       6,096     1.86  

Borrowings

     637,472       7,968     5.07       556,201       5,643     4.11  
                                    

Total interest-bearing liabilities

     2,010,051       16,797     3.39       1,888,917       11,739     2.52  
                                            

Non-interest-bearing deposits

     341,016           362,955      

Other non-interest-bearing liabilities

     24,049           21,944      
                        

Total liabilities

     2,375,116           2,273,816      
            

Stockholders’ equity

     411,611           390,958      
                        

Total liabilities and equity

   $ 2,786,727         $ 2,664,774      
                        

Net interest rate spread

       2.88 %       3.27 %
                    

Net earning assets

   $ 451,320         $ 441,905      
                        

Net interest margin

       21,224     3.50 %       21,514     3.74 %
                                

Less tax equivalent adjustment2

       (756 )         (509 )  
                        

Net interest income

     $ 20,468         $ 21,005    
                        

Ratio of average interest-earning assets to average interest-bearing liabilities

     122.45 %         123.39 %    
                        

1

Includes non-accrual loans.

 

2

Reflects tax equivalent adjustment for tax exempt income based on a 35% federal rate.

 

29


The table below details the changes in interest income and interest expense for the periods indicated due to both changes in average outstanding balances and changes in average interest rates (dollars in thousands):

 

    

Three Months Ended
March 31, 2007 vs. 2006

Increase/(Decrease) Due to

 
     Volume1     Rate1     Total  

Interest-earning assets

      

Commercial and commercial mortgage loans

   $ 1,685     $ 761     $ 2,446  

Consumer loans

     755       274       1,029  

Residential mortgage loans

     198       (129 )     69  

Securities-taxable

     (640 )     889       249  

Securities-tax exempt2

     614       91       705  

Other earning assets

     49       221       270  
                        

Total interest income

     2,661       2,107       4,768  
                        

Interest-bearing liabilities

      

NOW checking

     10       (12 )     (2 )

Savings

     (98 )     (10 )     (108 )

Money market

     127       542       669  

Certificates of deposit

     755       1,419       2,174  

Borrowings

     895       1,430       2,325  
                        

Total interest expense

     1,689       3,369       5,058  
                        

Net interest margin

     972       (1,262 )     (290 )
                        

Less tax equivalent adjustment2

     216       31       247  
                        

Net interest income

   $ 756     $ (1,293 )   $ (537 )
                        

1

Changes due to increases in both rate and volume have been allocated proportionately to rate and volume.

 

2

Reflects tax equivalent adjustment for tax-exempt income based on a 35% federal rate.

Net interest income for the three months ended March 31, 2007 decreased by $537,000, or 2.6%, to $20.5 million, compared to $21.0 million for the quarter ended March 31, 2006. Interest income on a tax-equivalent basis decreased by $290,000, or 1.4%, to $21.2 million for the quarter ended March 31, 2007, compared to $21.5 million for the same three months in 2006. Interest expense increased by $5.1 million, or 43.1% to $16.8 million, for the quarter, compared to $11.7 million for the same quarter in 2006. Average interest-bearing liabilities increased by $121.1 million and the average cost of interest-bearing liabilities increased by 87 basis points. The increase in average interest-bearing liabilities was primarily used to fund loan growth. The average yields on the loan portfolio and investment securities on a tax-equivalent basis increased by 29 basis points and 52 basis points, respectively, while interest-bearing deposit accounts increased 75 points and average borrowings costs increased 96 basis points. The tax equivalent net interest margin, therefore, declined by 24 basis points to 3.50%, while net interest spread decreased by 39 basis points to 2.88%.

Provision for Loan Losses. The Company records provisions for loan losses, which are charged to earnings, in order to maintain the allowance for loan losses at a level necessary to absorb probable incurred loan losses inherent in the existing portfolio. The Company recorded $400,000 in loan loss provisions for the three months ended March 31, 2007 compared to $300,000 for the three months ended March 31, 2006, reflecting the increased level of commercial loans. Net charge-offs for the three months ended March 31, 2007 were $401,000 compared to $992,000 for the same period in 2006. (See Note 6 in Item 1 for further detail).

 

30


Non-interest income was $4.9 million for the three months ended March 31, 2007, compared to $4.0 million for the three months ended March 31, 2006, an increase of $942,000, or 23.8% due, in large part, to fees earned by our investment management subsidiary, Hudson Valley Investment Advisors (“HVIA”), acquired in June 2006. Deposit fees and service charges increased by $253,000, or 10.0%, which offset a decline in title insurance fees due to a slowdown in the real estate markets. Other non-interest income increased by $271,000 due to gains associated with the Company’s student loan portfolio. The Company expects to cease student loan originations by the end of 2007.

Non-interest expense for the three months ended March 31, 2007 increased by $426,000, or 2.4%, to $18.6 million due to increased marketing expenses of $472,000 and professional fees of $284,000 (primarily HVIA management fees). Compensation and benefits expense declined $209,000 for the quarter due to savings from retirement plan changes implemented in the prior year. Stock-based compensation declined by $193,000 mainly due to an ESOP expense adjustment in the prior year resulting from changes in vesting assumptions. ATM/debit card expense increased $113,000 due to volume increases, which was more than offset by lower data and check processing expenses of $150,000 in telecommunication costs and proof of delivery costs. Other expenses increased by $150,000 primarily due to business development and training expense increases. Occupancy and office operations remained relatively unchanged for the three months ended March 31, 2007 over the same period in 2006.

Income Taxes. Income tax expense was $2.0 million for the three months ended March 31, 2007, compared to $2.1 million for the same period in 2006. The effective tax rates were 30.8% and 32.5%, respectively. The lower rate reflects the higher utilization of tax-exempt securities.

Comparison of Operating Results for the Six Months Ended

March 31, 2007 and March 31, 2006

Net Income. For the six months ended March 31, 2007 net income was $9.0 million, a decrease of $521,000 compared to $9.6 million for the same period in fiscal 2006. Net interest income before provision for loan losses for the six months ended March 31, 2007 decreased by $2.2 million, or 5.2%, compared to the same period in fiscal 2006. Non-interest income increased $1.9 million, or 23.7% to $9.9 million for the six months ended March 31, 2007 compared to $8.0 million for the six months ended March 31, 2006. Non-interest expense increased $933,000, or 2.6%, to $36.5 million for the six months ended March 31, 2007 compared to $35.6 million for the same period in fiscal 2006.

The relevant performance measures follow:

 

     Six Months Ended
March 31,
 
     2007     2006  

Per common share:

    

Basic earnings

   $ 0.22     $ 0.23  

Diluted earnings

     0.22       0.23  

Dividends declared

     0.10       0.10  

Return on average (annualized):

    

Assets

     0.65 %     0.73 %

Equity

     4.43 %     4.90 %

 

31


The following table sets forth the consolidated average balance sheets for the Company for the periods indicated. Also set forth is information regarding weighted average yields on interest-earning assets and weighted average rates paid on interest-bearing liabilities (dollars in thousands).

 

     Six Months Ended March 31,  
     2007     2006  
    

Average

Outstanding

Balance

    Interest    

Average

Yield/Rate

   

Average

Outstanding

Balance

    Interest    

Average

Yield/Rate

 

Interest earning assets:

            

Commercial and commercial mortgage loans

   $ 797,684     $ 30,948     7.78 %   $ 713,142     $ 26,065     7.33 %

Consumer loans

     236,177       8,386     7.12       194,057       6,145     6.35  

Residential mortgage loans

     462,455       13,617     5.91       450,485       13,386     5.96  
                                    

Total loans1

     1,496,316       52,951     7.10       1,357,684       45,596     6.74  
                                    

Securities-taxable

     795,283       17,733     4.47       811,046       16,064     3.97  

Securities-tax exempt2

     140,426       4,217     6.02       97,473       2,818     5.80  

Other earning assets

     34,936       1,179     6.77       28,626       656     4.60  
                                    

Total securities and other earning assets

     970,645       23,129     4.78       937,145       19,538     4.18  
                                    

Total interest-earning assets

     2,466,961       76,080     6.18       2,294,829       65,134     5.69  
                                            

Non-interest-earning assets

     333,206           338,079      
                        

Total assets

   $ 2,800,167         $ 2,632,908      
                        

Interest bearing liabilities:

            

NOW checking

   $ 151,187       267     0.35 %   $ 139,654       268     0.38 %

Savings, clubs and escrow

     371,787       936     0.50       463,207       1,184     0.51  

Money market accounts

     244,146       2,970     2.44       218,509       1,613     1.48  

Certificate accounts

     613,505       13,790     4.51       504,778       8,289     3.29  
                                    

Total interest-bearing deposits

     1,380,625       17,963     2.61       1,326,148       11,354     1.72  

Borrowings

     647,479       16,478     5.10       520,614       10,439     4.02  
                                    

Total interest-bearing liabilities

     2,028,104       34,441     3.41       1,846,762       21,793     2.37  
                                            

Non-interest-bearing deposits

     341,139           372,586      

Other non-interest-bearing liabilities

     21,676           22,057      
                        

Total liabilities

     2,390,919           2,241,405      

Stockholders’ equity

     409,248           391,503      
                        

Total liabilities and equity

   $ 2,800,167         $ 2,632,908      
                        

Net interest rate spread

       2.78 %       3.33 %
                    

Net earning assets

   $ 438,857         $ 448,067      
                        

Net interest margin

       41,639     3.39 %       43,341     3.79 %
                                

Less tax equivalent adjustment2

       (1,476 )         (986 )  
                        

Net interest income

     $ 40,163         $ 42,355    
                        

Ratio of average interest-earning assets to average interest-bearing liabilities

     121.64 %         124.26 %    
                        

1

Includes non-accrual loans.

 

2

Tax equivalent adjustment for tax exempt income is based on a 35% federal rate.

 

32


The table below details the changes in interest income and interest expense for the periods indicated due to both changes in average outstanding balances and changes in average interest rates (in thousands):

 

    

Six Months Ended March 31,
2007 vs. 2006

Increase/(Decrease) Due to

 
     Volume 1     Rate 1     Total  

Interest-earning assets

      

Commercial and commercial mortgage loans

   $ 3,217     $ 1,666     $ 4,883  

Consumer loans

     1,438       803       2,241  

Residential mortgage loans

     347       (116 )     231  

Securities-taxable

     (319 )     1,988       1,669  

Securities-tax exempt2

     1,288       111       1,399  

Other earning assets

     166       357       523  
                        

Total interest income

     6,137       4,809       10,946  
                        

Interest-bearing liabilities

      

NOW checking

     21       (22 )     (1 )

Savings

     (226 )     (22 )     (248 )

Money market

     208       1,149       1,357  

Certificates of deposit

     2,022       3,479       5,501  

Borrowings

     2,872       3,167       6,039  
                        

Total interest expense

     4,897       7,751       12,648  
                        

Net interest margin

     1,240       (2,942 )     (1,702 )
                        

Less tax equivalent adjustment2.

     450       40       490  
                        

Net interest income

   $ 790     $ (2,982 )   $ (2,192 )
                        

1

Changes due to increases in both rate and volume have been allocated proportionately to rate and volume.

 

2

Tax equivalent adjustment for tax exempt income is based on a 35% federal rate.

Net Interest Income. Net interest income for the six months ended March 31, 2007 was $40.2 million, compared to $42.4 million for the six months ended March 31, 2006, a decrease of $2.2 million, or 5.2%. The increase in gross interest income was largely due to a $172.1 million increase in average earning assets with higher yields to $2.5 billion during the period ended March 31, 2007, as compared to $2.3 billion for the same period in the prior fiscal year. The increase in average earning assets was primarily due to continued internal growth, and was further enhanced by an improvement in average yield of 49 basis points, from 5.69% to 6.18%, on a fully taxable equivalent basis. Interest expense increased by $12.6 million for the six months ended March 31, 2007 from $21.8 million for the same period in fiscal 2006 to $34.4 million, as average interest-bearing liabilities increased by $181.3 million and the average cost of interest-bearing liabilities increased 104 basis points. The tax-equivalent net interest margin declined by 40 basis points to 3.39%, while the net interest spread declined by 55 basis points to 2.78%, due to the increase in short-term market interest rates. The Board of Governors of the Federal Reserve has kept the federal funds rate at 5.25% since June 2006. During the six months ended March 31, 2006 the federal funds rate was increased 100 basis points from 3.75% to 4.75%. However, longer term interest rates (10-year treasury) have only increased from an average of 4.52% for the six months ended March 31, 2006 to 4.65% for the six months ended March 31, 2007.

 

33


Provision for Loan Losses. The Company records provisions for loan losses, which are charged to earnings, in order to maintain the allowance for loan losses at a level necessary to absorb probable incurred loan losses inherent in the existing portfolio. The Company recorded $800,000 and $600,000, respectively, in loan loss provisions during the six months ended March 31, 2007 and 2006, reflecting the increase in commercial loan balances outstanding. Net charge-offs for the six months ended March 31, 2007 were $738,000 compared to net charge-offs of $1.5 million for the same period in 2006. (See Note 6 in Item 1 for further discussion).

Non-Interest Income was $9.9 million for the six months ended March 31, 2007, compared to $8.0 million for the six months ended March 31, 2006, representing an increase of $1.9 million or 23.7%. Investment management fees increased by $879,000, primarily due to fees earned by our investment management subsidiary, HVIA. Increases in deposit services fees of $431,000, or 8.3%, offset a decline in title insurance fees of $260,000 due to a slowdown in the real estate markets. Income from bank-owned life insurance (BOLI) increased by $374,000 due to death benefit proceeds received in the first fiscal quarter of 2007. Other non-interest income increased $482,000 due to gains on the disposition of real estate of $212,000 in the first quarter of 2007, and gains associated with the Company’s student loan portfolio of $326,000.

Non-Interest Expense for the six months ended March 31, 2007 increased by $933,000, or 2.6%, to $36.5 million, compared to $35.6 million for the six months ended March 31, 2006 primarily due to increased marketing expenses of $763,000 and professional fees of $419,000 (HVIA management fees). Compensation and benefits expense declined $240,000 from the prior year due to savings from retirement plan changes implemented in the prior year. Stock-based compensation declined by $329,000 due to lower acceleration of vesting of restricted stock awards and prior year ESOP adjustments. The ATM/debit card expense increase of $211,000 was offset by lower data and check processing expenses of $375,000 as we took our data processing operations in-house in November, 2005. Other non-interest expenses increased by $363,000 mainly due to increases in business development and training expenses, courier and correspondent expenses, and regulatory assessments.

Income Taxes. Income tax expense was $3.8 million for the six months ended March 31, 2007, compared to $4.7 million expense for the same period in 2006. The effective tax rates were 29.4% and 32.8%, respectively. As previously mentioned, the Company’s strategies for the utilization of tax-advantaged investments and income from BOLI has had a positive impact on its income tax liabilities.

Liquidity and Capital Resources

The objective of the Company’s liquidity management is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on opportunities for expansion. Liquidity management addresses the Company’s ability to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

The Company’s primary sources of funds, in addition to net income, are deposits, proceeds from principal and interest payments on loans and securities, wholesale borrowings, the proceeds from maturities of securities and short-term investments, and proceeds from sales of loans originated for sale and securities available for sale. Maturities and scheduled amortization of loans and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows and mortgage prepayments are greatly influenced by market interest rates, economic conditions and competition.

The Company’s primary investing activities are the origination of commercial mortgage loans, construction loans, commercial and industrial loans, one- to four-family residential mortgage loans, second mortgages and home equity loans and the purchase of investment securities and mortgage-backed securities. During the six months ended March 31, 2007 and 2006, loan originations, excluding loans originated for sale, totaled $314.6 million and $297.5 million, respectively, and purchases of securities totaled $61.4 million and $177.3 million, respectively. The decrease in security purchases for the six-month period ended March 31, 2007, as compared to

 

34


the same period last year, reflects our focus to increase the loan portfolio, which increased $154.5 million from March 31, 2006 and reduce higher cost borrowings. Loan origination commitments and undrawn lines of credit totaled $473.6 million at March 31, 2007. The Company anticipates that it will have sufficient funds available to meet current loan commitments. At March 31, 2007, the Company had investments of $40.0 million in BOLI contracts. Such investments are illiquid and are therefore classified as other assets. Earnings from BOLI are derived from the net increase in cash surrender value of the BOLI contracts and the proceeds from the payment on the insurance policies, if any.

Deposit flows are generally affected by the level of interest rates, the interest rates and products offered by local competitors, the appeal of non-deposit investments, and other factors. During the six-month period ending March 31, 2007, short term interest rates were stable. The federal funds rate at 5.25% is unchanged since June 2006. The interest rate yield curve has finally regained a slightly positive slope as the ten-year US Treasury yield at 4.65% was higher than the two-year Note at 4.58% yield. The negative spread that still exists between the Fed Funds rate and the two year maturities still indicates the high expectations of a rate cut by the Federal Open Market Committee (“FOMC”). In all likelihood, we believe, the interest rate scenario that has developed is one of a prolonged period of stability, where rates will remain at or close to their present levels.

Total deposits increased by $10.6 million for the six months ended March 31, 2007. Within the deposit categories, money market accounts exhibited the largest increase, rising $25.4 million or 10.7%, due to success of our Premium Money Market program. During the same period, transactional accounts decreased by $14.4 million to $506.2 million, however within this category, Personal NOW accounts rose $6.7 million to $109 million, an increase of 6.5%. Certificates of deposit increased by $13.1 million while Savings decreased by $13.5 million. Although savings balances have decreased by 15.8% since March 2006, there is evidence that this negative trend is slowing. Since December 31, 2006 savings balances have remained stable at approximately $365 million. During the same three month period, transaction accounts have exhibited similar behavior, with balances rising marginally by $1.7 million. This positive development is consistent with forecasted behaviors that were based on a historical analysis of the Bank’s core deposit base. The interest rate environment has been relatively stable as the FOMC, after having raised rates for 17 consecutive meetings beginning June 2004, has kept the federal funds rate steady at 5.25% since June 2006. The erosion of balances in the Bank’s core deposit categories that took place during the rising interest rate environment appears to have ceased during this recent period of rate stability. The increase in transaction account balances and the stabilization of the savings account balances is consistent with the Bank’s internal models.

The Company monitors its liquidity position on a daily basis. It generally remains fully invested and utilizes additional sources of funds through Federal Home Loan Bank of New York advances and repurchase agreements, of which $606.6 million was outstanding at March 31, 2007. At March 31, 2007, we had the ability to borrow an additional $91.1 million under our credit facilities with the Federal Home Loan Bank. The Bank may additionally borrow by pledging securities with a market value of $332.5 million not required to be pledged for other purposes as of March 31, 2007. The Company may utilize brokered certificates of deposit. As of March 31, 2007 there was only $4.2 million outstanding. The Company has $237.4 million in securities maturing/repricing over the next 12 months. The average tax equivalent yield on those securities is 3.96%. The Company will either purchase new securities at current yields, or reduce its outstanding borrowings. In addition, the Company expects approximately $100 million in amortization of mortgage-backed securities over the next 12 months.

At March 31, 2007, the Bank exceeded all of its regulatory capital requirements with a Tier 1 capital (leverage) level of $224.6 million, or 8.5% of adjusted assets (which is above the minimum required level of $105.2 million, or 4.0%) and a total risk-based capital level of $245.1 million, or 13.8% of risk-weighted assets (which is above the required level of $141.8 million, or 8.0%). Regulations require leverage and total risk-based capital ratios of 5.0% and 10.0%, respectively, in order to be classified as well-capitalized. In performing this calculation, the intangible assets recorded as a result of acquisitions are deducted from capital and from total adjusted assets for purposes of regulatory capital measures. At March 31, 2007, the Bank exceeded all capital requirements for the well-capitalized classification. These capital requirements, which are applicable to the Bank only, do not consider additional capital retained at the holding company level.

 

35


The Company declared a dividend of $0.05 per share payable on May 24, 2007 to stockholders of record on May 10, 2007.

The following table sets forth the Bank’s regulatory capital position at March 31, 2007 and September 30, 2006, compared to OTS requirements.

 

     OTS Requirements  
     Bank Actual     Minimum Capital
Adequacy
    For Classification as
Well Capitalized
 
     Amount    Ratio     Amount    Ratio     Amount    Ratio  
     (Dollars in thousands)  

March 31, 2007

               

Tangible Capital

   $ 224,694    8.5 %   $ 39,432    1.5 %   $ —      —   %

Tier 1 (core) capital

     224,694    8.5       105,152    4.0       131,441    5.0  

Risk-based capital:

               

Tier 1

     224,694    12.7       —      —         106,318    6.0  

Total

     245,129    13.8       141,758    8.0       177,197    10.0  

September 30, 2006

               

Tangible Capital

   $ 208,820    7.8 %   $ 40,080    1.5 %     —      —   %

Tier 1 (core) capital

     208,820    7.8       106,879    4.0       133,599    5.0  

Risk-based capital:

               

Tier 1

     208,820    11.6       —      —         107,947    6.0  

Total

     229,193    12.7       143,929    8.0       179,912    10.0  

Recent Accounting Standards

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 159, “The Fair Value Option of Financial Assets and Financial Liabilities” (SFAS No.159). The fair value option established by this Statement permits entities to choose to measure eligible items at fair value at specified election dates. The Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted under certain conditions. The Company is currently assessing the financial statement impact of implementing SFAS No. 159.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans,” an amendment of FASB Statements No. 87, 88, 106 and 132(R) (“SFAS 158”). For defined benefit post-retirement plans, SFAS 158 requires that the funded status be recognized in the statement of financial position, that assets and obligations that determine funded status be measured as of the end of the employer’s fiscal year, and that changes in funded status be recognized in comprehensive income in the year the changes occur. SFAS 158 does not change the amount of net periodic benefit cost included in net income or address measurement issues related to defined benefit post-retirement plans. The requirement to recognize funded status is effective for fiscal years ending after December 15, 2006. The requirement to measure assets and obligations as of the end of the employer’s fiscal year is effective for fiscal years ending after December 15, 2008. The unrecognized components of defined benefit pension plans and retiree

 

36


medical plans will be recorded on the balance sheet at September 30, 2007. If such amounts were recorded as of September 30, 2006, accumulated other comprehensive loss would be increased by $605,000. The adoption of SFAS 158 is not expected to have a material impact on the consolidated earnings or financial position of the Company.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (“SFAS 157”). This statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2006. The adoption of SFAS 157 is not expected to have a material impact on the consolidated earnings or financial position of the Company.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108 to require quantification of financial statement misstatements under both the “rollover approach” and the “iron curtain approach.” The “rollover approach” quantifies a misstatement based on the amount of the error originating in the current year income statement, but ignores the effects of correcting the portion of the current year balance sheet misstatement that originated in prior years. The “iron curtain approach” quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) of origination. The provisions of SAB No. 108 must be applied to financial statements for fiscal years ending after November 15, 2006. The Company adopted SAB No.108, effective October 1, 2006 and recorded an adjustment to retained earnings of $374,000 (see discussion under 4. Critical Accounting Policies for further information.)

At its September 2006 meeting, the Emerging Issues Task Force (“EITF”) reached a final consensus on Issue 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” The consensus stipulates that an agreement by an employer to share a portion of the proceeds of a life insurance policy with an employee during the postretirement period is a postretirement benefit arrangement required to be accounted for under SFAS No. 106 or “Accounting Principles Board Opinion” (“APB”) No. 12, “Omnibus Opinion – 1967.” The consensus concludes that the purchase of a split-dollar life insurance policy does not constitute a settlement under SFAS No. 106 and, therefore, a liability for the postretirement obligation must be recognized under SFAS No. 106 if the benefit is offered under an arrangement that constitutes a plan or under APB No. 12 if it is not part of a plan. Issue 06-04 is effective for annual or interim reporting periods beginning after December 15, 2007. The provisions of Issue 06-04 should be applied through either a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption or retrospective application. The Company has one endorsement split-dollar life insurance policy that it inherited through a certain acquisition that is associated with an employee who is no longer active. The adoption of this Issue 06-04 did not have an impact on the consolidated earnings or financial condition of the Company.

In July 2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which attempts to set out a consistent framework for preparers to use to determine the appropriate level of tax reserves to maintain for “uncertain tax positions.” This interpretation of FASB Statement No. 109 uses a two-step approach wherein a tax benefit is recognized if a position is more likely than not to be sustained. The amount of the benefit is then measured to be the highest tax benefit which is greater than fifty percent likely to be realized. FIN 48 also sets out disclosure requirements to enhance transparency of a Company’s tax reserves. FIN 48 is effective October 1, 2007. We are currently assessing the financial statement impact of implementing FIN 48.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156 (“SFAS 156”), “Accounting for Servicing of Financial Assets” an amendment of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and allows for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage

 

37


the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS 156 is effective for the fiscal year beginning after September 15, 2006. Implementation of SFAS 156 did not have a material impact on the consolidated earnings or financial position of the Company.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s most significant form of market risk is interest rate risk, as the majority of its assets and liabilities are sensitive to changes in interest rates. The Bank’s interest rate risk profile has become less interest rate sensitive since September 30, 2006. Quantitative and qualitative disclosure about market risk is presented at September 30, 2006 in Item 7A of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 12, 2006. The following is an update of the discussion provided therein.

The table below sets forth, as of March 31, 2007, the estimated changes in our net portfolio value and our net interest income that would result from the designated instantaneous changes in the U.S. Treasury yield curve. Computations of the prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

 

     NPV     Net Interest Income  
Change in
Interest Rates
(basis points)
   Estimated
NPV
   Estimated Increase (Decrease)
in NPV
    Estimated
Net Interest
Income
   Estimated Increase (Decrease) in
Net Interest Income
 
      Amount     Percent        Amount     Percent  
(Dollars in thousands)  
+300    $ 387,863    $ (77,375 )   (16.6 )%   $ 88,241    $ (5,224 )   (5.6 )%
+200      414,805      (50,433 )   (10.8 )%     90,249      (3,216 )   (3.4 )%
+100      441,902      (23,336 )   (5.0 )%     92,109      (1,356 )   (1.5 )%
0      465,238      —       —         93,465      —       —    
-100      476,824      11,586     2.5 %     94,084      619     0.7 %
-200      463,636      (1,602 )   (0.3 )%     92,401      (1,064 )   (1.1 )%

The table set forth above indicates that at March 31, 2007, in the event of an immediate 200 basis point decrease in interest rates, we would be expected to experience a 0.3% decrease in Net Portfolio Value (NPV) and a 1.1% decrease in net interest income. In the event of an immediate 200 basis-point increase in interest rates, we would expect to experience a 10.8% decrease in NPV and a 3.4% decrease in net interest income. On September 30, 2006, the same 200 basis point decrease in rates would have resulted in a 2.9% increase in NPV and a 2.8% increase in net interest income, while a 200 basis point increase in rates would have resulted in a comparable 10.6% reduction in NPV and a decrease in net interest income of 5.7%. This illustrates that the interest rate risk profile of the Bank has been reducing its ‘liability sensitive’ position. The Bank has become progressively less sensitive to changes in interest rates. In exchange for giving up incremental increases in profits in a declining interest rate environment, the Bank has improved its position by lowering the impact that rising interest rates would have on net interest income. The Bank has, in effect, compressed its exposure to interest rate changes.

The reduction of the Bank’s sensitivity to changes in interest rates is the direct result of strategies that were implemented and subsequently adjusted so as to coincide with evolving market conditions. The Federal Reserve Bank last changed interest rates in June 2006 when it increased the Federal Funds rate by 25 basis points. Since that last increase, the market has largely anticipated that the Federal Reserve would soon begin to reduce rates. These expectations caused the yield curve to become negatively sloped. In response, The Federal Reserve has stated that its decision on interest rate direction will be directly dependent upon economic data. Therefore, expectations for that rate cut have been as volatile as each release of financial news. In the absence of economic data that is directionally consistent, the probability that the Federal Reserve is in a prolonged ‘pause’ is high. The

 

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strategies employed by the Bank, and the resulting ‘interest rate neutral’ profile reflect the belief that the Federal Reserve Board will continue to hold interest rates steady to at least the final quarter of 2007. Those strategies include maintaining the current duration of liabilities, and re-evaluating the replacement of maturing assets as they come due. By presently reducing its sensitivity to interest rate moves, the Bank is in a better position to become more asset or liability sensitive, when market direction becomes clearer.

The Company’s largest component of market risk continues to be interest rate risk. The Company is not subject to foreign currency exchange or commodity price risk. At March 31, 2007, the Company did not own any trading assets, nor did it utilize hedging transactions such as interest rate swaps and caps.

The Bank continues to monitor the impact of interest rate volatility upon net interest income and net portfolio value in the same manner as at September 30, 2006. There have been no changes in the Board approved limits of acceptable variances in net interest income and net portfolio value change through March 31, 2007 compared to September 30, 2006, and the impact of possible changes within the Company’s models continues to fall within all Board-approved limits for potential interest rate volatility.

 

Item 4. Controls and Procedures

The Company’s management, including the Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings which, in the aggregate, management believes to be material to the consolidated financial condition and operations of the Company.

 

Item 1A. Risk Factors

There have been no material changes in risk factors described in the Corporation’s Annual Report on Form 10-K for the year ended September 30, 2006, except as described below:

On March 30, 2007, the Company received notice of the disallowance of certain expenses related to Warwick Community Bancorp, Inc.’s disposition of assets prior to its acquisition by the Company. This disallowance of $2.3 million in federal income taxes, if realized, would result in a reduction of a refund receivable. The Company intends to vigorously contest the disallowance. After further research, subsequent to filing a Current Report on Form 8-K on April 5, 2007 on this matter, the Company believes that any disallowance realized would adjust goodwill recorded in connection with the acquisition.

 

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The New York State legislature finalized the proposed budget for 2008. Contained in the proposed budget were several recommendations that would increase state taxes paid by the Bank. The finalized budget does not contain any provisions that are expected to be currently detrimental to the Bank.

 

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

 

(a) Not applicable.

 

(b) Not applicable

 

(c) Issuer Purchases of Equity Securities

 

Period (2007)

   Total Number
of Shares (or
Units)
Purchased(1)
   Average
Price Paid
per Share
(or Unit)
   Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs(2)
   Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that may yet be
Purchased Under the
Plans or Programs(2)

Jan. 1 – Jan. 31

   —      $ —      —      2,277,129

Feb. 1 – Feb. 28

   69,200      14.14    69,200    2,207,929

Mar. 1 – Mar. 31

   286,271      13.53    285,200    1,922,729
                   

Total

   355,471    $ 13.65    354,400   
                   

 

1

The total number of shares purchased during the periods includes shares deemed to have been received from employees who exercised stock options (1,071) by submitting previously acquired shares of common stock in satisfaction of the exercise price, as is permitted under the Company’s stock benefit plans and shares repurchased as part of a previously authorized repurchase program.

 

2

The Company announced in February 2006 that it authorized the repurchase of 2,100,000 shares, or approximately 5% of common shares currently outstanding, having completed its second repurchase program of 2,200,000 shares in March 2007.

 

Item 3. Defaults Upon Senior Securities

None

 

Item 4. Submission of Matters to a Vote of Security Holders

On February 15, 2007, the Company held its annual meeting of stockholders for the purpose of the election of four Directors to three year terms and the ratification of the appointment of Crowe Chizek and Company LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2007.

 

40


The number of votes cast at the meeting as to each matter acted upon was as follows:

1. ELECTION OF DIRECTORS:

 

     VOTES
FOR
   %    VOTES
WITHHELD
   %

William Helmer

   37,359,581    98.5    554,466    1.5

R. Michael Kennedy

   37,338,766    98.5    575,281    1.5

Donald T. McNelis

   37,360,990    98.5    553,057    1.5

William R. Sichol, Jr.

   37,132,572    97.9    781,475    2.1

2. The ratification of the appointment of Crowe Chizek and Company LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2006.

 

FOR    %    AGAINST    %    ABSTAIN    %
37,474,379    98.8    230,848    0.6    208,820    0.6

 

Item 5. Other Information

None

 

Item 6. Exhibits

 

Exhibit
Number
  

Description

31.1    Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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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.

 

Provident New York Bancorp

(Registrant)

By:   /s/ George Strayton
  George Strayton
  President and Chief Executive Officer
Date: May 7, 2007
By:   /s/ Paul A. Maisch
  Paul A. Maisch
 

Executive Vice President and

Chief Financial Officer

  (Principal Financial and Accounting Officer)
Date: May 7, 2007

 

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