Edgar Filing: FIRST OF LONG ISLAND CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended

September 30, 2014

o	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 001-32964

THE FIRST OF LONG ISLAND CORPORATION

(Exact name of registrant as specified in its charter)

New York		11-2672906
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10 Glen Head Road, Glen Head, NY		11545
(Address of principal executive offices)		(Zip Code)

(516) 671-4900

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Smaller reporting company o		Non-accelerated filer o

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

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

Title of Each Class		Outstanding at October 31, 2014
Common stock, $.10 par value per share		13,860,684

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements

	Consolidated Balance Sheets (Unaudited) – September 30, 2014 and December 31, 2013	1

	Consolidated Statements of Income (Unaudited) – Nine and Three Months Ended September 30, 2014 and 2013	2

	Consolidated Statements of Comprehensive Income or Loss (Unaudited) – Nine and Three Months Ended September 30, 2014 and 2013	3

	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) – Nine Months Ended September 30, 2014 and 2013	4

	Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2014 and 2013	5

	Notes to Unaudited Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	28

ITEM 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	30

ITEM 1A.	Risk Factors	31

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

ITEM 3.	Defaults Upon Senior Securities	31

ITEM 4.	Mine Safety Disclosures	31

ITEM 5.	Other Information	31

ITEM 6.	Exhibits	31

	Signatures	33

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PART 1. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,			December 31,
(dollars in thousands)	2014			2013

Assets:
Cash and due from banks	$	30,589		$	35,034
Temporary investments		663			463
Cash and cash equivalents		31,252			35,497

Investment securities:
Held-to-maturity, at amortized cost (fair value of $25,029 and $33,548)		23,833			32,104
Available-for-sale, at fair value		789,250			784,793
		813,083			816,897

Loan held-for-sale		-			900

Loans:
Commercial and industrial		73,160			71,818
Secured by real estate:
Commercial mortgages		787,056			716,011
Residential mortgages		712,716			605,343
Home equity lines		79,760			77,581
Consumer and other		6,304			7,184
		1,658,996			1,477,937
Allowance for loan losses		(22,209	)		(20,848	)
		1,636,787			1,457,089

Restricted stock, at cost		17,679			19,869
Bank premises and equipment, net		27,421			24,463
Bank-owned life insurance		14,575			14,185
Pension plan assets, net		18,896			18,532
Other assets		11,112			12,460
	$	2,570,805		$	2,399,892
Liabilities:
Deposits:
Checking	$	642,222		$	599,114
Savings, NOW and money market		986,247			917,974
Time, $100,000 and over		208,162			173,379
Time, other		120,430			91,661
		1,957,061			1,782,128

Short-term borrowings		64,729			110,463
Long-term debt		295,000			285,000
Accrued expenses and other liabilities		13,543			13,141
Deferred income taxes payable		9,804			2,604
		2,340,137			2,193,336

Stockholders' Equity:
Common stock, par value $.10 per share:
Authorized, 40,000,000 shares
Issued and outstanding, 13,836,801 and 9,141,767 shares		1,384			914
Surplus		50,194			46,873
Retained earnings		166,840			157,107
		218,418			204,894
Accumulated other comprehensive income, net of tax		12,250			1,662
		230,668			206,556
	$	2,570,805		$	2,399,892

See notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Nine Months Ended September 30,				Three Months Ended September 30,
(dollars in thousands, except per share data)	2014		2013		2014		2013

Interest and dividend income:
Loans	$	43,621	$	38,002	$	15,329	$	13,107
Investment securities:
Taxable		7,145		7,765		2,336		2,491
Nontaxable		10,003		9,529		3,394		3,204
		60,769		55,296		21,059		18,802
Interest expense:
Savings, NOW and money market deposits		1,432		1,789		474		571
Time deposits		4,539		3,729		1,607		1,226
Short-term borrowings		124		222		50		71
Long-term debt		4,989		3,219		1,686		1,223
		11,084		8,959		3,817		3,091
Net interest income		49,685		46,337		17,242		15,711
Provision for loan losses		2,144		1,835		1,221		1,080
Net interest income after provision for loan losses		47,541		44,502		16,021		14,631

Noninterest income:
Investment Management Division income		1,557		1,395		536		499
Service charges on deposit accounts		2,303		2,236		715		819
Net gains on sales of securities		141		4		23		-
Other		1,671		1,576		754		521
		5,672		5,211		2,028		1,839
Noninterest expense:
Salaries		13,482		12,492		4,601		4,326
Employee benefits		3,554		4,168		1,203		1,511
Occupancy and equipment		6,447		5,844		2,121		1,918
Other		6,949		6,704		2,222		2,206
		30,432		29,208		10,147		9,961

Income before income taxes		22,781		20,505		7,902		6,509
Income tax expense		5,226		4,380		1,848		1,330
Net income	$	17,555	$	16,125	$	6,054	$	5,179

Weighted average:
Common shares		13,787,990		13,612,100		13,821,270		13,654,709
Dilutive stock options and restricted stock units		144,643		115,689		144,281		138,003
		13,932,633		13,727,789		13,965,551		13,792,712
Earnings per share:
Basic	$	1.27	$	1.18	$	.44	$	.38
Diluted	$	1.26	$	1.17	$	.43	$	.38

Cash dividends declared per share	$	.53	$	.51	$	.19	$	.17

See notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OR LOSS (UNAUDITED)

	Nine Months Ended September 30,					Three Months Ended September 30,
(dollars in thousands)	2014		2013			2014		2013

Net income	$	17,555	$	16,125		$	6,054	$	5,179

Other comprehensive income (loss):
Change in net unrealized holding gains on available-for-sale securities		17,859		(28,380	)		98		(78	)
Change in funded status of pension plan		11		489			4		163
Other comprehensive income (loss) before income taxes		17,870		(27,891	)		102		85
Income tax expense (benefit)		7,282		(11,073	)		42		33
Other comprehensive income (loss)		10,588		(16,818	)		60		52
Comprehensive income (loss)	$	28,143	$	(693	)	$	6,114	$	5,231

See notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

	Nine Months Ended September 30, 2014
												Accumulated
												Other
	Common Stock								Retained			Comprehensive
(dollars in thousands)	Shares			Amount		Surplus			Earnings			Income			Total

Balance, January 1, 2014		9,141,767		$	914	$	46,873		$	157,107		$	1,662		$	206,556
Net income										17,555						17,555
Other comprehensive income													10,588			10,588
Repurchase of common stock		(2,902	)				(121	)								(121	)
Common stock issued under stock compensation plans, including tax benefit		41,780			4		870									874
Common stock issued under dividend reinvestment and stock purchase plan		43,889			4		1,679									1,683
3-for-2 stock split		4,612,267			462					(462	)					-
Stock-based compensation							893									893
Cash dividends declared										(7,360	)					(7,360	)
Balance, September 30, 2014		13,836,801		$	1,384	$	50,194		$	166,840		$	12,250		$	230,668

	Nine Months Ended September 30, 2013
												Accumulated
												Other
	Common Stock								Retained			Comprehensive
(dollars in thousands)	Shares			Amount		Surplus			Earnings			Income (Loss)			Total

Balance, January 1, 2013		9,001,686		$	900	$	42,643		$	145,087		$	16,740		$	205,370
Net income										16,125						16,125
Other comprehensive loss													(16,818	)		(16,818	)
Repurchase of common stock		(3,211	)				(95	)								(95	)
Common stock issued under stock compensation plans,including tax benefit		60,165			6		1,203									1,209
Common stock issued under dividend reinvestment and stock purchase plan		54,680			5		1,615									1,620
Stock-based compensation							410									410
Cash dividends declared										(6,903	)					(6,903	)
Balance, September 30, 2013		9,113,320		$	911	$	45,776		$	154,309		$	(78	)	$	200,918

See notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,
(dollars in thousands)	2014			2013

Cash Flows From Operating Activities:
Net income	$	17,555		$	16,125
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		2,144			1,835
Provision (credit) for off-balance sheet credit losses		(15	)		-
Deferred income tax (credit)		(164	)		(218	)
Depreciation and amortization		2,124			2,132
Premium amortization on investment securities, net		4,994			6,620
Net gains on sales of securities		(141	)		(4	)
Net gains on loans held-for-sale		(165	)		-
Net gain on sale of other real estate owned		-			(2	)
Net gain on sale of premises and equipment		(7	)		-
Stock-based compensation expense		893			410
Accretion of cash surrender value on bank owned life insurance		(390	)		(386	)
Pension expense (credit)		(352	)		318
Decrease in other assets		1,348			1,799
Increase in accrued expenses and other liabilities		211			3,228
Net cash provided by operating activities		28,035			31,857

Cash Flows From Investing Activities:
Proceeds from sales of held-to-maturity securities		2,423			722
Proceeds from sales of available-for-sale securities		3,390			1,376
Proceeds from maturities and redemptions of investment securities:
Held-to-maturity		6,527			8,655
Available-for-sale		74,713			109,891
Purchases of investment securities:
Held-to-maturity		(516	)		(546	)
Available-for-sale		(69,716	)		(132,807	)
Proceeds from sales of other real estate owned and loans held-for-sale		3,265			427
Net increase in loans		(184,042	)		(270,483	)
Net (increase) decrease in restricted stock		2,190			(4,785	)
Purchases of premises and equipment, net		(5,082	)		(2,431	)
Proceeds from sales of premises and equipment		7			-
Net cash used in investing activities		(166,841	)		(289,981	)

Cash Flows From Financing Activities:
Net increase in deposits		174,933			150,519
Net increase (decrease) in short-term borrowings		(45,734	)		28,213
Proceeds from long-term debt		10,000			86,000
Proceeds from issuance of common stock under dividend reinvestment and stock purchase plan		1,683			1,620
Proceeds from exercise of stock options		766			1,101
Tax benefit from stock compensation plans		188			108
Repurchase and retirement of common stock		(121	)		(95	)
Cash dividends paid		(7,154	)		(4,534	)
Net cash provided by financing activities		134,561			262,932

Net increase (decrease) in cash and cash equivalents		(4,245	)		4,808
Cash and cash equivalents, beginning of year		35,497			42,191
Cash and cash equivalents, end of period	$	31,252		$	46,999

Supplemental Cash Flow Disclosures:
Cash paid for income taxes	$	4,219		$	4,102
Cash paid for interest		11,726			7,745
Cash dividends payable		2,583			2,369
Loans transferred from portfolio to other real estate owned and held-for-sale		2,200			425

See notes to consolidated financial statements

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 - BASIS OF PRESENTATION

The accounting and reporting policies of The First of Long Island Corporation reflect banking industry practice and conform to generally accepted accounting principles in the United States. In preparing the consolidated financial statements, management is required to make estimates, such as the allowance for loan losses, and assumptions that affect the reported asset and liability balances and revenue and expense amounts and the disclosure of contingent assets and liabilities. Actual results could differ significantly from those estimates.

The consolidated financial statements include the accounts of The First of Long Island Corporation and its wholly-owned subsidiary, The First National Bank of Long Island. The Bank has two wholly owned subsidiaries: FNY Service Corp., an investment company, and The First of Long Island Agency, Inc., an insurance agency licensed under the laws of the State of New York. The Bank and FNY Service Corp. jointly own another subsidiary, The First of Long Island REIT, Inc., a real estate investment trust. The consolidated entity is referred to as the “Corporation” and the Bank and its subsidiaries are collectively referred to as the “Bank.” All intercompany balances and amounts have been eliminated. For further information refer to the consolidated financial statements and notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2013.

The consolidated financial information included herein as of and for the periods ended September 30, 2014 and 2013 is unaudited. However, such information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The December 31, 2013 consolidated balance sheet was derived from the Corporation's December 31, 2013 audited consolidated financial statements. When appropriate, items in the prior year financial statements are reclassified to conform to the current period presentation.

On September 16, 2014, the Corporation declared a 3-for-2 stock split. The stock split was effected through a 50% stock dividend. Additional shares issued as a result of the stock split were distributed on October 15, 2014, to stockholders of record on October 1, 2014. The effect of the stock split on the equity accounts of the Corporation has been estimated and recorded in the unaudited consolidated financial statements as of September 30, 2014. In addition, share and per share amounts included in the unaudited consolidated financial statements and notes thereto have been adjusted as appropriate to reflect the effect of the split.

2 - COMPREHENSIVE INCOME

Comprehensive income includes net income and other comprehensive income or loss. Other comprehensive income or loss includes revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but excluded from net income. Other comprehensive income or loss for the Corporation consists of unrealized holding gains or losses on available-for-sale securities and changes in the funded status of the Bank’s defined benefit pension plan. Accumulated other comprehensive income (loss) is recognized as a separate component of stockholders’ equity.

The components of other comprehensive income or loss and the related tax effects are as follows:

	Nine Months Ended September 30,						Three Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)
Change in net unrealized holding gains on available-for-sale securities:
Change arising during period	$	17,881		$	(28,393	)	$	99		$	(78	)
Reclassification adjustment for (gains) losses included in net income (1)		(22	)		13			(1	)		-
Change in net unrealized holding gains on available-for-sale securities		17,859			(28,380	)		98			(78	)
Tax effect		7,295			(11,267	)		40			(31	)
		10,564			(17,113	)		58			(47	)

Change in funded status of pension plan:
Amortization of prior service cost included in pension expense (2)		11			18			4			6
Amortization of net actuarial loss included in pension expense (2)		-			471			-			157
		11			489			4			163
Tax effect		(13	)		194			2			64
		24			295			2			99

Other comprehensive income (loss)	$	10,588		$	(16,818	)	$	60		$	52

(1) Reclassification adjustment represents net realized gains or losses arising from the sale of available-for-sale securities. The net realized gains or losses are included in the consolidated statements of income in the line item, “Net gains on sales of securities.” See “Note 3 – Investment Securities” for the income tax expense (benefit) related to the net realized gains or losses.

(2) Represents the amortization into expense of prior service cost and net actuarial loss relating to the Corporation’s defined benefit pension plan. These items are included in net periodic pension cost (see Note 6) and in the consolidated statements of income in the line item, “Employee benefits.” The income tax expense relating to these costs is included in the consolidated statements of income in the line item, “Income tax expense.”

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The following sets forth the components of accumulated other comprehensive income, net of tax:

				Current
	Balance			Period		Balance
	12/31/13			Change		9/30/14
	(in thousands)
Unrealized holding gains on available-for-sale securities	$	2,783		$	10,564	$	13,347
Unrealized actuarial loss and prior service cost on pension plan		(1,121	)		24		(1,097	)
Accumulated other comprehensive income, net of tax	$	1,662		$	10,588	$	12,250

3 - INVESTMENT SECURITIES

The following tables set forth the amortized cost and estimated fair values of the Bank’s investment securities.

	September 30, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Held-to-Maturity Securities:	(in thousands)
State and municipals	$	21,749	$	994	$	-		$	22,743
Pass-through mortgage securities		874		109		-			983
Collateralized mortgage obligations		1,210		93		-			1,303
	$	23,833	$	1,196	$	-		$	25,029
Available-for-Sale Securities:
State and municipals	$	386,332	$	18,374	$	(507	)	$	404,199
Pass-through mortgage securities		135,670		1,381		(1,950	)		135,101
Collateralized mortgage obligations		244,772		5,811		(633	)		249,950
	$	766,774	$	25,566	$	(3,090	)	$	789,250

	December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Held-to-Maturity Securities:	(in thousands)
State and municipals	$	27,968	$	1,087	$	-		$	29,055
Pass-through mortgage securities		1,878		181		-			2,059
Collateralized mortgage obligations		2,258		176		-			2,434
	$	32,104	$	1,444	$	-		$	33,548
Available-for-Sale Securities:
State and municipals	$	353,333	$	8,250	$	(5,030	)	$	356,553
Pass-through mortgage securities		154,760		1,040		(3,982	)		151,818
Collateralized mortgage obligations		272,083		6,190		(1,851	)		276,422
	$	780,176	$	15,480	$	(10,863	)	$	784,793

At September 30, 2014 and December 31, 2013, investment securities with a carrying value of $337,449,000 and $281,444,000, respectively, were pledged as collateral to secure public deposits and borrowed funds.

There were no holdings of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity at September 30, 2014 and December 31, 2013.

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Securities With Unrealized Losses. The following tables set forth securities with unrealized losses presented by the length of time the securities have been in a continuous unrealized loss position.

	September 30, 2014
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(in thousands)
State and municipals	$	10,497	$	(39	)	$	31,612	$	(468	)	$	42,109	$	(507	)
Pass-through mortgage securities		-		-			110,104		(1,950	)		110,104		(1,950	)
Collateralized mortgage obligations		14,174		(71	)		18,546		(562	)		32,720		(633	)
Total temporarily impaired	$	24,671	$	(110	)	$	160,262	$	(2,980	)	$	184,933	$	(3,090	)

	December 31, 2013
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(in thousands)
State and municipals	$	103,010	$	(4,549	)	$	7,729	$	(481	)	$	110,739	$	(5,030	)
Pass-through mortgage securities		89,092		(2,279	)		38,237		(1,703	)		127,329		(3,982	)
Collateralized mortgage obligations		36,652		(652	)		54,660		(1,199	)		91,312		(1,851	)
Total temporarily impaired	$	228,754	$	(7,480	)	$	100,626	$	(3,383	)	$	329,380	$	(10,863	)

Because the unrealized losses reflected in the preceding tables are deemed by management to be attributable to changes in interest rates and not credit losses, and because management does not have the intent to sell these securities and it is not more likely than not that it will be required to sell these securities before their anticipated recovery, the Bank does not consider these securities to be other-than-temporarily impaired at September 30, 2014.

Sales of Available-for-Sale Securities. Sales of available-for-sale securities were as follows:

	Nine Months Ended September 30,						Three Months Ended September 30,
	2014			2013			2014		2013
	(in thousands)
Proceeds	$	3,390		$	1,376		$	70	$	-

Gross gains	$	42		$	36		$	1	$	-
Gross losses		(20	)		(49	)		-		-
Net gain (loss)	$	22		$	(13	)	$	1	$	-

The income tax expense (benefit) related to the net realized gain (loss) was $9,000 and $(5,000) for the nine months ended September 30, 2014 and 2013, respectively.

Sales of Held-to-Maturity Securities. During the third quarter of 2014, the Bank sold certain mortgage-backed securities that were classified as held-to-maturity securities. These sales occurred after the Bank had collected at least 85% of the principal balance outstanding at acquisition of each security. In addition, the Bank sold one municipal security that was classified as held-to-maturity in response to a significant deterioration in the creditworthiness of the issuer. The securities sold had a carrying value of $419,000 at the time of sale and the Bank realized a gain upon sale of $22,000.

During the second quarter of 2014, the Bank sold municipal securities of three issuers that were classified as held-to-maturity securities. These sales were in response to a significant deterioration in the creditworthiness of the issuers. The securities sold had a carrying value of $725,000 at the time of sale and the Bank realized a gain upon sale of $31,000.

During the first quarter of 2014, the Bank sold certain mortgage-backed securities that were classified as held-to-maturity securities. These sales occurred after the Bank had collected at least 85% of the principal balance outstanding at acquisition of each security. The securities sold had a carrying value of $1.2 million at the time of sale and the Bank realized a gain upon sale of $66,000.

During the first quarter of 2013, the Bank sold municipal securities of two issuers that were classified as held-to-maturity securities. These sales were in response to a significant deterioration in the creditworthiness of the issuers. The securities sold had a carrying value of $705,000 at the time of sale and the Bank realized a gain upon sale of $17,000.

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Maturities. The following table sets forth by maturity the amortized cost and fair value of the Bank’s state and municipal securities at September 30, 2014 based on the earlier of their stated maturity or, if applicable, their pre-refunded date. The remaining securities in the Bank’s investment securities portfolio are mortgage-backed securities, consisting of pass-through securities and collateralized mortgage obligations. Although these securities are expected to have substantial periodic repayments they are reflected in the table below in aggregate amounts.

	Amortized Cost		Fair Value
Held-to-Maturity Securities:	(in thousands)
Within one year	$	3,440	$	3,485
After 1 through 5 years		9,510		9,927
After 5 through 10 years		7,966		8,445
After 10 years		833		886
Mortgage-backed securities		2,084		2,286
	$	23,833	$	25,029
Available-for-Sale Securities:
Within one year	$	3,822	$	3,874
After 1 through 5 years		13,173		13,526
After 5 through 10 years		112,477		115,524
After 10 years		256,860		271,275
Mortgage-backed securities		380,442		385,051
	$	766,774	$	789,250

4 – LOANS

The following tables set forth by class of loans as of September 30, 2014 and December 31, 2013 the amount of loans individually and collectively evaluated for impairment and the portion of the allowance for loan losses allocated to each group of loans. The tables also set forth by class of loans the activity in the allowance for loan losses for the nine months and three months ended September 30, 2014 and 2013. Construction and land development loans are included with commercial mortgages in the following tables.

	2014
			Commercial Mortgages								Residential Mortgages
	Commercial & Industrial		Multifamily			Other		Owner Occupied			Closed End		Revolving Home Equity		Consumer and Other			Total
Loans:	(in thousands)
Individually evaluated for impairment	$	22	$	308		$	38	$	636		$	1,761	$	280	$	-		$	3,045
Collectively evaluated for impairment		73,138		490,576			196,623		98,875			710,955		79,480		6,304			1,655,951
	$	73,160	$	490,884		$	196,661	$	99,511		$	712,716	$	79,760	$	6,304		$	1,658,996

Allocation of allowance for loan losses:
Individually evaluated for impairment	$	1	$	4		$	-	$	40		$	68	$	-	$	-		$	113
Collectively evaluated for impairment		836		6,939			2,073		974			9,972		1,187		115			22,096
	$	837	$	6,943		$	2,073	$	1,014		$	10,040	$	1,187	$	115		$	22,209

Activity in allowance for loan losses:
Balance at 1/1/14	$	808	$	7,348		$	1,501	$	1,191		$	8,607	$	1,240	$	153		$	20,848
Chargeoffs		96		-			-		400			121		173		7			797
Recoveries		-		-			-		-			2		3		9			14
Provision for loan losses (credit)		125		(405	)		572		223			1,552		117		(40	)		2,144
Balance at 9/30/14	$	837	$	6,943		$	2,073	$	1,014		$	10,040	$	1,187	$	115		$	22,209

Activity in allowance for loan losses:
Balance at 7/1/14	$	761	$	6,920		$	1,802	$	1,148		$	9,180	$	1,207	$	122		$	21,140
Chargeoffs		96		-			-		-			-		59		-			155
Recoveries		-		-			-		-			-		3		-			3
Provision for loan losses (credit)		172		23			271		(134	)		860		36		(7	)		1,221
Balance at 9/30/14	$	837	$	6,943		$	2,073	$	1,014		$	10,040	$	1,187	$	115		$	22,209

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	2013
				Commercial Mortgages							Residential Mortgages
	Commercial & Industrial			Multifamily		Other			Owner Occupied		Closed End		Revolving Home Equity			Consumer and Other			Total
Loans:	(in thousands)
Individually evaluated for impairment	$	34		$	347	$	3,037		$	657	$	1,539	$	211		$	-		$	5,825
Collectively evaluated for impairment		71,784			469,139		159,837			82,994		603,804		77,370			7,184			1,472,112
	$	71,818		$	469,486	$	162,874		$	83,651	$	605,343	$	77,581		$	7,184		$	1,477,937

Allocation of allowance for loan losses:
Individually evaluated for impairment	$	1		$	-	$	-		$	127	$	149	$	-		$	-		$	277
Collectively evaluated for impairment		807			7,348		1,501			1,064		8,458		1,240			153			20,571
	$	808		$	7,348	$	1,501		$	1,191	$	8,607	$	1,240		$	153		$	20,848

Activity in allowance for loan losses:
Balance at 1/1/13	$	834		$	5,342	$	1,978		$	1,163	$	7,729	$	1,453		$	125		$	18,624
Chargeoffs		-			-		-			-		43		-			11			54
Recoveries		19			-		113			-		9		-			8			149
Provision for loan losses (credit)		(166	)		1,575		(525	)		75		1,032		(171	)		15			1,835
Balance at 9/30/13	$	687		$	6,917	$	1,566		$	1,238	$	8,727	$	1,282		$	137		$	20,554

Activity in allowance for loan losses:
Balance at 7/1/13	$	877		$	6,376	$	1,775		$	1,042	$	7,696	$	1,563		$	191		$	19,520
Chargeoffs		-			-		-			-		43		-			8			51
Recoveries		-			-		-			-		4		-			1			5
Provision for loan losses (credit)		(190	)		541		(209	)		196		1,070		(281	)		(47	)		1,080
Balance at 9/30/13	$	687		$	6,917	$	1,566		$	1,238	$	8,727	$	1,282		$	137		$	20,554

For individually impaired loans, the following tables set forth by class of loans at September 30, 2014 and December 31, 2013 the recorded investment, unpaid principal balance and related allowance. The tables also set forth the average recorded investment of individually impaired loans and interest income recognized while the loans were impaired during the nine and three months ended September 30, 2014 and 2013.

	September 30, 2014						Nine Months Ended September 30, 2014				Three Months Ended September 30, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:	(in thousands)
Commercial and industrial	$	-	$	-	$	-	$	27	$	1	$	23	$	-
Commercial mortgages:
Other		38		38		-		38		2		38		1
Owner-occupied		394		410		-		399		-		394		-
Residential mortgages:
Closed end		880		928		-		890		-		883		-
Revolving home equity		280		279		-		280		-		280		-

With an allowance recorded:
Commercial and industrial		22		22		1		-		-		-		-
Commercial mortgages:
Multifamily		308		373		4		327		-		310		-
Owner-occupied		242		253		40		244		-		241		-
Residential mortgages - closed end		881		902		68		898		18		884		7

Total:
Commercial and industrial		22		22		1		27		1		23		-
Commercial mortgages:
Multifamily		308		373		4		327		-		310		-
Other		38		38		-		38		2		38		1
Owner-occupied		636		663		40		643		-		635		-
Residential mortgages:
Closed end		1,761		1,830		68		1,788		18		1,767		7
Revolving home equity		280		279		-		280		-		280		-
	$	3,045	$	3,205	$	113	$	3,103	$	21	$	3,053	$	8

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	December 31, 2013						Nine Months Ended September 30, 2013				Three Months Ended September 30, 2013
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:	(in thousands)
Commercial and industrial	$	-	$	-	$	-	$	42	$	2	$	39	$	1
Commercial mortgages:
Multifamily		347		400		-		366		-		356		-
Other		3,037		3,084		-		3,108		75		3,096		24
Residential mortgages:
Closed end		580		617		-		694		6		687		2
Revolving home equity		211		213		-		116		-		115		-

With an allowance recorded:
Commercial and industrial		34		34		1		-		-		-		-
Commercial mortgages - owner-occupied		657		666		127		665		-		663		-
Residential mortgages - closed end		959		969		149		3,950		61		3,930		23

Total:
Commercial and industrial		34		34		1		42		2		39		1
Commercial mortgages:
Multifamily		347		400		-		366		-		356		-
Other		3,037		3,084		-		3,108		75		3,096		24
Owner-occupied		657		666		127		665		-		663		-
Residential mortgages:
Closed end		1,539		1,586		149		4,644		67		4,617		25
Revolving home equity		211		213		-		116		-		115		-
	$	5,825	$	5,983	$	277	$	8,941	$	144	$	8,886	$	50

The recorded investment is the unpaid principal balance of the loans less any interest payments applied to principal and any direct chargeoffs plus or minus net deferred loan costs and fees. Any principal and interest payments received on nonaccrual impaired loans are applied to the recorded investment in the loans. The Bank recognizes interest income on other impaired loans using the accrual method of accounting.

Aging of Loans. The following tables present the aging of the recorded investment in loans by class of loans.

	September 30, 2014
	30-59 Days Past Due		60-89 Days Past Due		Past Due 90 Days or More and Still Accruing		Nonaccrual Loans		Total Past Due Loans & Nonaccrual Loans		Current		Total Loans
	(in thousands)
Commercial and industrial	$	-	$	-	$	-	$	-	$	-	$	73,160	$	73,160
Commercial mortgages:
Multifamily		2,153		959		-		308		3,420		487,464		490,884
Other		-		-		-		-		-		196,661		196,661
Owner-occupied		-		-		-		636		636		98,875		99,511
Residential mortgages:
Closed end		326		355		-		1,066		1,747		710,969		712,716
Revolving home equity		96		-		-		280		376		79,384		79,760
Consumer and other		3		-		-		-		3		6,301		6,304
	$	2,578	$	1,314	$	-	$	2,290	$	6,182	$	1,652,814	$	1,658,996

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	December 31, 2013
	30-59 Days Past Due		60-89 Days Past Due		Past Due 90 Days or More and Still Accruing		Nonaccrual Loans		Total Past Due Loans & Nonaccrual Loans		Current		Total Loans
	(in thousands)
Commercial and industrial	$	-	$	-	$	-	$	-	$	-	$	71,818	$	71,818
Commercial mortgages:
Multifamily		-		-		-		347		347		469,139		469,486
Other		-		-		-		1,311		1,311		161,563		162,874
Owner-occupied		-		-		-		657		657		82,994		83,651
Residential mortgages:
Closed end		67		-		-		1,070		1,137		604,206		605,343
Revolving home equity		112		-		-		211		323		77,258		77,581
Consumer and other		5		-		-		-		5		7,179		7,184
	$	184	$	-	$	-	$	3,596	$	3,780	$	1,474,157	$	1,477,937

Troubled Debt Restructurings. A restructuring constitutes a troubled debt restructuring when it includes a concession by the Bank and the borrower is experiencing financial difficulty. In order to detemine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. The Bank performs the evaluation under its internal underwriting policy.

During the nine months ended September 30, 2014, the Bank did not modify any loans in troubled debt restructurings. During the nine months ended September 30, 2013, the Bank modified two loans to a single borrower in a troubled debt restructuring. The loans were a first lien residential mortgage with a pre-modification outstanding recorded investment of $159,000 and interest rate of 6.50% and a junior lien residential mortgage with a pre-modification outstanding recorded investment of $100,000 and interest rate of 3.25%. The restructuring resulted in a single first lien residential mortgage with a post-modification outstanding recorded investment of $259,000 and interest rate of 3.75% which is lower than the current market rate for new debt with similar risk.

At September 30, 2014 and December 31, 2013, the Bank had an allowance for loan losses of $113,000 and $208,000, respectively, allocated to specific troubled debt restructurings. The Bank had no commitments to lend additional amounts to borrowers with loans that were classified as troubled debt restructurings.

There were two troubled debt restructurings for which there were payment defaults during the nine months ended September 30, 2014 that were modified during the twelve-month period prior to default. The restructured loans were owner-occupied commercial mortgage loans with an aggregate outstanding recorded investment of $636,000 at September 30, 2014 and a specifically allocated allowance for loan losses of $40,000. There were no troubled debt restructurings for which there was a payment default during the nine months ended September 30, 2013 that were modified during the twelve-month period prior to default. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

Loans Held-for-Sale. The December 31, 2013 consolidated balance sheet includes a loan held-for-sale at its estimated fair value of $900,000. This loan was sold in January 2014 for its carrying value. The Bank charged-off $635,000 against the allowance for loan losses during the first nine months of 2014 on loans transferred to held-for-sale during the period.

Risk Characteristics. Credit risk within the Bank’s loan portfolio primarily stems from factors such as borrower size, geographic concentration, industry concentration, real estate values, local and national economic conditions and environmental impairment of properties securing mortgage loans. The Bank’s commercial loans, including those secured by mortgages, are primarily made to small and medium-sized businesses. Such loans sometimes involve a higher degree of risk than those to larger companies because such businesses may have shorter operating histories, higher debt-to-equity ratios and may lack sophistication in internal record keeping and financial and operational controls. In addition, most of the Bank’s loans are made to businesses and consumers on Long Island and in the boroughs of New York City, and a large percentage of these loans are mortgage loans secured by properties located in those areas. The primary source of repayment for multifamily loans is cash flows from the underlying properties, a substantial portion of which are rent stabilized or rent controlled. Such cash flows are dependent on the strength of the local economy.

Credit Quality Indicators. The Corporation categorizes loans into risk categories based on relevant information about the borrower’s ability to service their debt including, but not limited to, current financial information for the borrower and any guarantors, payment experience, credit underwriting documentation, public records and current economic trends.

Commercial and industrial loans and commercial mortgage loans, including construction and land development loans, are risk rated utilizing a ten point rating system. Residential mortgages, home equity lines and other consumer loans are risk rated utilizing a three point rating system. The ten and three point risk rating systems are described hereinafter.

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Internally Assigned Risk Rating

1 – 2	Cash flow is of high quality and stable. Borrower has very good liquidity and ready access to traditional sources of credit. This category also includes loans to borrowers secured by cash and/or marketable securities within approved margin requirements.

3 – 4	Cash flow quality is strong, but shows some variability. Borrower has good liquidity and asset quality. Borrower has access to traditional sources of credit with minimal restrictions.

5 – 6	Cash flow quality is acceptable but shows some variability. Liquidity varies with operating cycle and assets provide an adequate margin of protection. Borrower has access to traditional sources of credit, but generally on a secured basis.

7	Watch - Cash flow has a high degree of variability and subject to economic downturns. Liquidity is strained and the ability of the borrower to access traditional sources of credit is diminished.

8	Special Mention - The borrower has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Bank to risk sufficient to warrant adverse classification.

9	Substandard - Loans are inadequately protected by the current sound worth and paying capacity of the borrower or the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

10	Doubtful - Loans have all the inherent weaknesses of those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Risk ratings on commercial and industrial loans and commercial mortgages are initially assigned by the lending officer together with any necessary approval authority. The ratings are periodically reviewed and evaluated through one or more of the following: borrower contact, credit department review or independent loan review.

The Bank's loan risk rating and review policy establishes requirements for the annual review of commercial real estate and commercial and industrial loans. The requirements include details of the scope of coverage and selection process based on loan-type and risk rating. Among other requirements, at least 60% of the principal balance of commercial real estate loans as of December 31 of the prior year must be reviewed annually. The frequency of the review of other loans is determined by the Bank’s ongoing assessments of the borrower’s condition.

Residential mortgage loans, revolving home equity lines and other consumer loans are risk rated utilizing a three point rating system. In most cases, the borrower’s credit score dictates the risk rating. However, regardless of credit score, loans that are on management’s watch list or have been criticized or classified by management are assigned a risk rating of 3. A credit score is a tool used in the Bank’s loan approval process, and a minimum score of 680 is generally required for new loans. Credit scores for each borrower are updated at least annually. The risk ratings along with their definitions are as follows:

Internally Assigned Risk Rating

1		Credit score is equal to or greater than 680.

2		Credit score is 635 to 679.

3		Credit score is below 635 or, regardless of credit score, the loan has been classified, criticized or placed on watch.

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The following tables present the recorded investment in commercial and industrial loans and commercial real estate loans by class of loans and risk rating. Loans shown as Pass are all loans other than those that are risk rated Watch, Special Mention, Substandard or Doubtful.

	September 30, 2014
	Internally Assigned Risk Rating
	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Commercial and industrial	$	72,872	$	73	$	-	$	215	$	-	$	73,160
Commercial mortgages:
Multifamily		481,150		7,510		1,916		308		-		490,884
Other		194,972		-		-		1,689				196,661
Owner-occupied		98,148		727		-		636		-		99,511
	$	847,142	$	8,310	$	1,916	$	2,848	$	-	$	860,216

	December 31, 2013
	Internally Assigned Risk Rating
	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Commercial and industrial	$	70,349	$	280	$	1,155	$	34	$	-	$	71,818
Commercial mortgages:
Multifamily		459,670		9,470		-		346		-		469,486
Other		159,236		601		-		3,037		-		162,874
Owner-occupied		75,681		4,161		837		2,972		-		83,651
	$	764,936	$	14,512	$	1,992	$	6,389	$	-	$	787,829

The following tables present the recorded investment in residential mortgages, home equity lines, and other consumer loans by class of loans and risk rating. Loans shown as Pass are all loans other than those that are risk rated Watch, Special Mention, Substandard or Doubtful.

	September 30, 2014
	Internally Assigned Risk Rating
	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Residential mortgages:
Closed end	$	709,878	$	1,077	$	-	$	1,761	$	-	$	712,716
Revolving home equity		79,381		379		-		-		-		79,760
Consumer and other		5,969		-		-		-		-		5,969
	$	795,228	$	1,456	$	-	$	1,761	$	-	$	798,445

	December 31, 2013
	Internally Assigned Risk Rating
	Pass		Watch		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Residential mortgages:
Closed end	$	602,025	$	1,779	$	-	$	1,539	$	-	$	605,343
Revolving home equity		77,018		352		-		211		-		77,581
Consumer and other		5,802		-		-		-		-		5,802
	$	684,845	$	2,131	$	-	$	1,750	$	-	$	688,726

Deposit account overdrafts were $335,000 and $1,382,000 at September 30, 2014 and December 31, 2013, respectively. Overdrafts are not assigned a risk-rating and are therefore excluded from consumer and other loans in the above tables.

5 - STOCK-BASED COMPENSATION

On April 22, 2014, the stockholders of the Corporation approved the 2014 Equity Incentive Plan (“2014 Plan”). Under the 2014 Plan, awards may be granted to employees and non-employee directors as incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”), or any combination thereof, any of which may be subject to performance-based vesting conditions. 1,500,000 shares of the Corporation’s common stock are reserved for issuance of awards under the 2014 Plan. All of the 1,500,000 shares may be issued pursuant to the exercise of stock options or SARs. The maximum number of shares that may be issued as restricted stock awards or RSUs is 525,000 shares. Outstanding awards under the 2006 Plan that expire or are forfeited will be added to the number of shares of common stock reserved for issuance of awards under the 2014 Plan. At September 30, 2014, 1,501,592 shares of common stock are reserved for issuance of awards under the 2014 Plan. The 2014 Plan is administered by the Compensation Committee of the Board of Directors.

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The Corporation’s 2006 Stock Compensation Plan (“2006 Plan”) permitted the granting of stock options, SARs, restricted stock and RSUs to employees and non-employee directors. Through December 31, 2011, equity grants to executive officers and directors under the 2006 Plan consisted of a combination of NQSOs and RSUs, while equity grants to other officers consisted solely of NQSOs. Beginning with the January 2012 grant, equity compensation for all officers and directors consisted solely of RSUs. No further awards can be made under the 2006 Plan.

Fair Value of Stock Option Awards. The grant date fair value of option awards is estimated on the date of grant using the Black-Scholes option pricing model. There were no stock options granted by the Corporation’s Board of Directors during 2013 or the nine months ended September 30, 2014.

Fair Value of RSUs. The grant date fair value of RSUs is based on the market price of the shares underlying the awards on the grant date, discounted for dividends which are not paid on restricted stock units.

Compensation Expense. Compensation expense for stock options is recognized ratably over a five-year vesting period or the period from the grant date to the participant’s eligible retirement date, whichever is shorter.

Compensation expense for performance-based RSUs awarded to date is recognized over a three-year performance period and adjusted periodically to reflect the estimated number of shares of the Corporation’s common stock into which the RSUs will ultimately be convertible. However, if the period between the grant date and the grantee’s eligible retirement date is less than three years, compensation expense is recognized ratably over this shorter period without regard to performance.

The Corporation’s Board of Directors granted 38,129 performance-based RSUs in the first quarter of 2014. In addition, the Board of Directors granted 12,008 RSUs for which compensation expense will be recognized over a two to three year service-based vesting period.

In determining compensation expense for stock options and RSUs outstanding and not yet vested, the Corporation assumes, based on prior experience, that no forfeitures will occur. The Corporation recorded compensation expense for share-based payments of $893,000 and $410,000 and recognized related income tax benefits of $363,000 and $163,000 in the first nine months of 2014 and 2013, respectively.

Stock Option Activity. The following table presents a summary of options outstanding under the Corporation’s stock-based compensation plans as of September 30, 2014, and changes during the nine-month period then ended.

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (yrs.)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2014		348,801		$	15.64
Exercised		(50,256	)		15.25
Forfeited or expired		(564	)		18.57
Outstanding at September 30, 2014		297,981		$	15.71		3.91	$	2,164
Exercisable at September 30, 2014		258,651		$	15.28		3.59	$	1,989

All options outstanding at September 30, 2014 are either fully vested or expected to vest. The total intrinsic value of options exercised during the first nine months of 2014 and 2013 was $516,000 and $449,000, respectively.

RSU Activity. The following table presents a summary of RSUs outstanding as of September 30, 2014 and changes during the nine-month period then ended.

	Number of RSUs			Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (yrs.)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2014		96,915		$	17.03
Granted		50,136			26.11
Converted		(12,414	)		17.60
Forfeited		(1,027	)		21.21
Outstanding at September 30, 2014		133,610		$	20.35		1.20	$	3,069
Vested and Convertible at September 30, 2014		-		$	-		-	$	-

The number of RSUs in the table represents the maximum number of shares of the Corporation’s common stock into which the RSUs can be converted. RSUs outstanding at September 30, 2014 include 126,169 that are expected to vest and become convertible in the future. The total intrinsic value of RSUs converted during the first nine months of 2014 and 2013 was $348,000 and $325,000, respectively.

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Unrecognized Compensation Cost. As of September 30, 2014, there was $1,276,000 of total unrecognized compensation cost related to non-vested equity awards comprised of $122,000 for stock options and $1,154,000 for RSUs. The total cost is expected to be recognized over a weighted-average period of 1.6 years which is based on weighted-average periods of 1.2 years and 1.8 years for options and RSUs, respectively.

Cash Received and Tax Benefits Realized. Cash received from option exercises for the nine months ended September 30, 2014 and 2013 was $766,000 and $1,101,000, respectively. The actual tax benefits realized for the tax deductions from option exercises for the nine months ended September 30, 2014 and 2013 were $189,000 and $139,000, respectively.

Other. No cash was used to settle stock options during the first nine months of 2014 or 2013. The Corporation uses newly issued shares to settle stock option exercises and for the conversion of RSUs.

6 - DEFINED BENEFIT PENSION PLAN

The following table sets forth the components of net periodic pension cost.

	Nine Months Ended September 30,						Three Months Ended September 30,
	2014			2013			2014			2013
	(in thousands)
Service cost, net of plan participant contributions	$	837		$	908		$	279		$	302
Interest cost		1,056			912			352			304
Expected return on plan assets		(2,256	)		(1,991	)		(752	)		(663	)
Amortization of prior service cost		11			18			4			6
Amortization of net actuarial loss		-			471			-			157
Net pension expense (credit)	$	(352	)	$	318		$	(117	)	$	106

The Bank makes cash contributions to the pension plan (“Plan”) which comply with the funding requirements of applicable Federal laws and regulations. For funding purposes, the laws and regulations set forth both minimum required and maximum tax-deductible contributions. The Bank has no minimum required pension contribution for the Plan year ended September 30, 2014 and its maximum tax-deductible contribution is $1,177,000. Management has not yet determined whether the Bank will make a contribution to the Plan in 2014.

7 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Instruments Recorded at Fair Value. When measuring fair value, the Corporation uses a fair value hierarchy, which is designed to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy involves three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Corporation’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Corporation deems transfers between levels of the fair value hierarchy to have occurred on the date of the event or change in circumstance that caused the transfer. There were no transfers between levels of the fair value hierarchy during the nine months ended September 30, 2014 or 2013.

The fair values of the Corporation’s investment securities designated as available-for-sale at September 30, 2014 and December 31, 2013 are set forth in the tables that follow. These values are determined on a recurring basis using matrix pricing (Level 2 inputs). Matrix pricing, which is a mathematical technique widely used in the industry to value debt securities, does not rely exclusively on quoted prices for the specific securities but rather on the relationship of such securities to other benchmark quoted securities.

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			Fair Value Measurements at September 30, 2014 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Available-for-Sale Securities:	(in thousands)
State and municipals	$	404,199	$	-	$	404,199	$	-
Pass-through mortgage securities		135,101		-		135,101		-
Collateralized mortgage obligations		249,950		-		249,950		-
	$	789,250	$	-	$	789,250	$	-

			Fair Value Measurements at December 31, 2013 Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Available-for-Sale Securities:	(in thousands)
State and municipals	$	356,553	$	-	$	356,553	$	-
Pass-through mortgage securities		151,818		-		151,818		-
Collateralized mortgage obligations		276,422		-		276,422		-
	$	784,793	$	-	$	784,793	$	-

Assets measured at fair value on a nonrecurring basis at September 30, 2014 and December 31, 2013, are set forth in the table that follows. Real estate appraisals utilized in measuring the fair value of impaired loans may employ a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. In arriving at fair value, the Corporation adjusts the value set forth in the appraisal by deducting costs to sell and a distressed sale adjustment. The adjustments made by the appraisers and the Corporation are deemed to be significant unobservable inputs and therefore result in a Level 3 classification of the inputs used for determining the fair value of impaired loans. Because the Corporation has a small amount of impaired loans measured at fair value, the impact of unobservable inputs on the Corporation’s financial statements is not material.

			Fair Value Measurements Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
September 30, 2014:
Impaired loans:
Commercial mortgages - owner-occupied	$	202	$	-	$	-	$	202
Residential mortgages - closed end		173		-		-		173
	$	375	$	-	$	-	$	375

December 31, 2013:
Residential mortgage held-for-sale:
Closed end	$	900	$	-	$	-	$	900

Impaired loans:
Commercial mortgages - owner-occupied	$	530	$	-	$	-	$	530
Residential mortgages - closed end		278		-		-		278
	$	808	$	-	$	-	$	808

The impaired loans set forth in the preceding table had principal balances of $428,000 and $1,024,000 at September 30, 2014 and December 31, 2013, respectively, and valuation allowances of $53,000 and $216,000, respectively. During the nine and three month periods ended September 30, 2014, the Corporation recorded credit provisions for loan losses of $39,000 and $1,000, respectively, for impaired loans measured at fair value. During the nine and three month periods ended September 30, 2013, the Corporation recorded provisions for loan losses of $596,000 and $408,000, respectively, for impaired loans measured at fair value.

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Financial Instruments Not Recorded at Fair Value. Fair value estimates are made at a specific point in time. Such estimates are generally subjective in nature and dependent upon a number of significant assumptions associated with each financial instrument or group of similar financial instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows, and relevant available market information. Changes in assumptions could significantly affect the estimates. In addition, fair value estimates do not reflect the value of anticipated future business, premiums or discounts that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument, or the tax consequences of realizing gains or losses on the sale of financial instruments.

The following table sets forth the carrying amounts and estimated fair values of financial instruments that are not recorded at fair value in the Corporation’s financial statements at September 30, 2014 and December 31, 2013.

		September 30, 2014				December 31, 2013
	Level of Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Assets:	(in thousands)
Cash and cash equivalents	Level 1	$	31,252	$	31,252	$	35,497	$	35,497
Held-to-maturity securities	Level 2		23,173		24,369		31,315		32,759
Held-to-maturity securities	Level 3		660		660		789		789
Loans	Level 3		1,636,412		1,620,468		1,456,281		1,447,199
Restricted stock	Level 1		17,679		17,679		19,869		19,869
Accrued interest receivable:
Investment securities	Level 2		5,078		5,078		4,766		4,766
Loans	Level 3		4,196		4,196		3,819		3,819

Financial Liabilities:
Checking deposits	Level 1		642,222		642,222		599,114		599,114
Savings, NOW and money market deposits	Level 1		986,247		986,247		917,974		917,974
Time deposits	Level 2		328,592		333,307		265,040		270,545
Short-term borrowings	Level 1		64,729		64,729		110,463		110,463
Long-term debt	Level 2		295,000		297,956		285,000		285,502
Accrued interest payable:
Checking, savings, NOW and money market deposits	Level 1		20		20		33		33
Time deposits	Level 2		5,151		5,151		5,802		5,802
Short-term borrowings	Level 1		1		1		1		1
Long-term debt	Level 2		592		592		571		571

The following methods and assumptions are used by the Corporation in measuring the fair value of financial instruments disclosed in the preceding table.

Cash and cash equivalents. The recorded book value of cash and cash equivalents is their fair value.

Investment securities. Fair values are based on quoted prices for similar assets in active markets or derived principally from observable market data.

Loans. The total loan portfolio is divided into three segments: (1) residential mortgages; (2) commercial mortgages and commercial loans; and (3) and consumer loans. Each segment is further divided into pools of loans with similar financial characteristics (i.e. product type, fixed versus variable rate, time to rate reset, length of term, conforming versus nonconforming). Cash flows for each pool, including estimated prepayments if applicable, are discounted utilizing market or internal benchmarks which management believes are reflective of current market rates for similar loan products. The discounted value of the cash flows is reduced by the related allowance for loan losses to arrive at an estimate of fair value.

Restricted stock. The recorded book value of Federal Home Loan Bank stock and Federal Reserve Bank stock is their fair value because the stock is redeemable at cost.

Deposit liabilities. The fair value of deposits with no stated maturity, such as checking deposits, money market deposits, NOW accounts and savings deposits, is equal to their recorded book value. The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is equivalent to the rate at which the Bank could currently replace these deposits with wholesale borrowings from the Federal Home Loan Bank.

Borrowed funds. For short-term borrowings maturing within ninety days, the recorded book value is a reasonable estimate of fair value. The fair value of long-term debt is based on the discounted value of contractual cash flows. The discount rate is equivalent to the rate at which the Bank could currently replace these borrowings with wholesale borrowings from the Federal Home Loan Bank.

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Accrued interest receivable and payable. For these short-term instruments, the recorded book value is a reasonable estimate of fair value.

Off-balance-sheet Items. The fair value of off-balance sheet items is not considered to be material.

8 - IMPACT OF ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS

The pronouncements discussed in this section are not intended to be an all-inclusive list, but rather only those pronouncements that could potentially have an impact on the Corporation’s financial position, results of operations or disclosures.

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-04 “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The amendments in ASU 2014-04 are intended to reduce diversity in practice by clarifying when an in-substance repossession or foreclosure occurs, that is, when a creditor such as the Bank should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate property recognized. Additionally, the amendments in ASU 2014-04 require interim and annual disclosure of both the amount of foreclosed residential real estate property held by a creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. For public entities such as the Corporation, the amendments are effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption in 2014 is permitted. ASU 2014-04 is not expected to have a material impact on the Corporation’s financial position, results of operations or disclosures.

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers.” The amendments in ASU 2014-09 are intended to improve financial reporting by providing a comprehensive framework for addressing revenue recognition issues that can be applied to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. While the guidance in ASU 2014-09 supersedes most existing industry-specific revenue recognition accounting guidance, much of a bank’s revenue comes from financial instruments such as debt securities and loans that are scoped-out of the guidance. The amendments also include improved disclosures to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue that is recognized. For public entities such as the Corporation, ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. Management is currently evaluating the impact that the amendments in ASU 2014-09 could have on the Corporation’s financial position, results of operations and disclosures, but does not currently believe that such impact will be material.

In June 2014, the FASB issued ASU 2014-11 “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” The amendments in ASU 2014-11 change the accounting for repurchase-to-maturity transactions and linked repurchase financings to secured borrowing accounting. The amendments also require new disclosures about certain transfers of financial assets and the types of collateral pledged in repurchase agreements and similar transactions. For public entities such as the Corporation, the amendments are generally effective for interim and annual reporting periods beginning after December 15, 2014. Early adoption for public entities is prohibited. ASU 2014-11 is not expected to have a material impact on the Corporation’s financial position, results of operations or disclosures.

In June 2014, the FASB issued ASU 2014-12 “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 provides guidance on the accounting for share-based payments in which the terms of an award provide that an employee can cease rendering service before the end of the period in which a performance target could be achieved and still be eligible to vest in the award if and when the performance target is achieved. The amendments in ASU 2014-12 are effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. ASU 2014-12 is not expected to have a material impact on the Corporation’s financial position, results of operations or disclosures.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of The First of Long Island Corporation’s financial condition and operating results during the periods included in the accompanying consolidated financial statements, and should be read in conjunction with such financial statements. The Corporation’s financial condition and operating results principally reflect those of its wholly-owned subsidiary, The First National Bank of Long Island, and subsidiaries wholly-owned by the Bank, either directly or indirectly, FNY Service Corp., The First of Long Island REIT, Inc. and The First of Long Island Agency, Inc. The consolidated entity is referred to as the “Corporation” and the Bank and its subsidiaries are collectively referred to as the “Bank.” The Bank’s primary service area is Nassau and Suffolk Counties, Long Island. Additionally, the Bank has two commercial banking branches in Manhattan.

Overview

Net income and earnings per share for the nine months ended September 30, 2014 were $17.6 million and $1.26, representing increases over the same period last year of 8.9% and 7.7%, respectively. For the third quarter of 2014, net income and earnings per share were $6.1 million and $.43, representing increases over the same quarter last year of 16.9% and 13.2%, respectively. Dividends per share increased 3.9%, from $.51 for the first nine months of 2013 to $.53 for the current nine-month period. Returns on average assets (ROA) and average equity (ROE) for the first nine months of 2014 were .95% and 10.60%, respectively, versus .98% and 10.62%, respectively, for the same period last year. Book value per share increased 10.7%, from $15.06 at year-end 2013 to $16.67 at the close of the current quarter. The credit quality of the Bank’s loan and securities portfolios remains excellent.

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Analysis of Earnings – Nine Months Ended September 30, 2014. Net income increased $1.4 million when comparing the first nine months of 2014 to the same period last year. The increase is attributable to increases in net interest income of $3.3 million, or 7.2%, and noninterest income of $461,000, or 8.8%, as partially offset by an increase in noninterest expense of $1.2 million, or 4.2%, and increases in the provision for loan losses and income tax expense of $309,000 and $846,000.

The increase in net interest income of $3.3 million was driven by growth in the average balances of loans and nontaxable securities, as partially offset by a decrease in the average balance of taxable securities.

The increase in noninterest income of $461,000 is primarily attributable to an increase in Investment Management Division income and increases in net gains on sales of securities and other noninterest income. The $1.2 million increase in noninterest expense is comprised of increases in salaries, occupancy and equipment expense and other noninterest expense, as partially offset by a decrease in employee benefits expense.

Asset Quality. The Bank’s allowance for loan losses to total loans (reserve coverage ratio) decreased by 7 basis points from 1.41% at year-end 2013 to 1.34% at the close of the current quarter.

The credit quality of the Bank’s loan portfolio remains excellent. Nonaccrual loans amounted to $2.3 million, or .14% of total loans outstanding, at September 30, 2014, compared to $4.5 million, or .30%, at December 31, 2013. Troubled debt restructurings declined by $1.0 million during the period to $2.1 million at September 30, 2014. Of this amount, $511,000 were performing in accordance with their modified terms, $243,000 were past due 30 through 89 days and $1.3 million were nonaccrual and included in the aforementioned amount of nonaccrual loans. The decrease in nonaccrual loans largely resulted from loan sales, chargeoffs and the restoration of two loans to an accruing status. The decrease in troubled debt restructurings largely resulted from the disposition of a loan held-for-sale. Loans past due 30 through 89 days at September 30, 2014 amounted to $3.9 million, or .23% of total loans outstanding, compared to $184,000, or .01% of total loans outstanding at December 31, 2013. Management does not believe that the increase in these past due loans is indicative of a deterioration in the overall credit quality of the Bank’s loan portfolio.

The credit quality of the Bank’s securities portfolio also remains excellent. The Bank’s mortgage securities are backed by mortgages underwritten on conventional terms, with 83% of these securities being full faith and credit obligations of the U.S. government and the balance being obligations of U.S. government sponsored entities. The remainder of the Bank’s securities portfolio principally consists of high quality, general obligation municipal securities rated AA or better by major rating agencies. In selecting municipal securities for purchase, the Bank uses credit agency ratings for screening purposes only and then performs its own credit analysis. On an ongoing basis, the Bank periodically assesses the credit strength of the municipal securities in its portfolio and makes decisions to hold or sell based on such assessments.

Capital. The Corporation’s Tier 1 leverage, Tier 1 risk-based and total risk-based capital ratios were 8.63%, 15.39% and 16.65%, respectively, at September 30, 2014. The strength of the Corporation’s balance sheet from both a capital and asset quality perspective positions the Corporation for continued growth in a measured and disciplined fashion.

Key Strategic Initiatives. Key strategic initiatives will continue to include loan and deposit growth through effective relationship management, targeted solicitation efforts, new product offerings and continued expansion of the Bank’s branch distribution system. Additionally, with respect to loan growth, the Bank will continue to develop its existing broker and correspondent relationships. All loans originated through such relationships are underwritten by Bank personnel. The Bank recently opened branches in Oceanside and Manhasset, Long Island and expects to open a branch in Greenlawn, Long Island by year-end. This will bring the Bank’s total branch count to 40. Management is continuing to evaluate sites for future branch expansion.

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Challenges We Face. Intermediate and long-term interest rates are low and could remain so for the foreseeable future. There is significant price competition for loans in the Bank’s marketplace and little room for the Bank to further reduce its deposit rates. Higher yielding loans continue to prepay and be replaced with lower yielding loans and there is an ongoing need, from an interest rate risk perspective, to term-fund a portion of the Bank’s loan growth with time deposits and wholesale borrowings. In the current rate environment, the spread between lending rates and term-funding rates is relatively small. The persistence of these factors could result in a decline in net interest margin from its current level. If that were to occur, and management is unable to offset the resulting negative impact by increasing the volume of the Bank’s interest-earning assets, effecting a favorable change in the mix of the Bank’s interest-earning assets or interest-bearing liabilities, reducing expenses or the employment of other measures, the Bank’s profitability could decline.

Commercial and residential real estate values have been negatively impacted by elevated levels of unemployment and underemployment, the erosion of household disposable income, credit tightening for residential mortgages, foreclosures and, in certain micro markets, commercial vacancies. Although certain metrics used to measure the strength of the economy have been improving, these factors still present meaningful threats to the maintenance of loan quality.

The banking industry is faced with an increasing number of new and complex regulatory requirements which are putting downward pressure on revenues and upward pressure on required capital levels and the cost of doing business.

Net Interest Income

Average Balance Sheet; Interest Rates and Interest Differential. The following table sets forth the average daily balances for each major category of assets, liabilities and stockholders’ equity as well as the amounts and average rates earned or paid on each major category of interest-earning assets and interest-bearing liabilities. The average balances of investment securities include unrealized gains and losses on available-for-sale securities, and the average balances of loans include nonaccrual loans.

	Nine Months Ended September 30,
	2014								2013
	Average Balance			Interest/ Dividends		Average Rate			Average Balance			Interest/ Dividends		Average Rate
Assets	(in thousands)
Interest-bearing bank balances	$	14,826		$	27		.24	%	$	13,187		$	25		.25	%
Investment Securities:
Taxable		433,680			7,118		2.19			505,618			7,740		2.04
Nontaxable⁽¹⁾		410,064			15,156		4.93			374,165			14,437		5.14
Loans⁽¹⁾		1,540,025			43,632		3.78			1,231,371			38,018		4.12
Total interest-earning assets		2,398,595			65,933		3.67			2,124,341			60,220		3.78
Allowance for loan losses		(21,210	)							(19,398	)
Net interest-earning assets		2,377,385								2,104,943
Cash and due from banks		26,899								29,023
Premises and equipment, net		25,893								24,468
Other assets		43,367								35,790
	$	2,473,544							$	2,194,224

Liabilities and Stockholders' Equity
Savings, NOW & money market deposits	$	951,400			1,432		.20		$	919,156			1,789		.26
Time deposits		307,874			4,539		1.97			249,735			3,729		2.00
Total interest-bearing deposits		1,259,274			5,971		.63			1,168,891			5,518		.63
Short-term borrowings		51,726			124		.32			91,305			222		.33
Long-term debt		294,176			4,989		2.27			160,136			3,219		2.69
Total interest-bearing liabilities		1,605,176			11,084		.92			1,420,332			8,959		.84
Checking deposits		627,215								553,805
Other liabilities		19,657								17,039
		2,252,048								1,991,176
Stockholders' equity		221,496								203,048
	$	2,473,544							$	2,194,224

Net interest income⁽¹⁾				$	54,849							$	51,261
Net interest spread ⁽¹⁾							2.75	%							2.94	%
Net interest margin ⁽¹⁾							3.05	%							3.22	%

⁽¹⁾

Tax-equivalent basis. Interest income on a tax-equivalent basis includes the additional amount of interest income that would have been earned if the Corporation's investment in tax-exempt loans and investment securities had been made in loans and investment securities subject to Federal income taxes yielding the same after-tax income. The tax-equivalent amount of $1.00 of nontaxable income was $1.52 in each period presented, based on a Federal income tax rate of 34%.

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Rate/Volume Analysis. The following table sets forth the effect of changes in volumes, rates and rate/volume on tax-equivalent interest income, interest expense and net interest income.

	Nine Months Ended September 30, 2014 Versus 2013
	Increase (decrease) due to changes in:
							Rate/			Net
	Volume			Rate			Volume ⁽¹⁾			Change
	(in thousands)
Interest Income:
Interest-bearing bank balances	$	3		$	(1	)	$	-		$	2
Investment securities:
Taxable		(1,105	)		565			(82	)		(622	)
Nontaxable		1,371			(602	)		(50	)		719
Loans		9,569			(3,109	)		(846	)		5,614
Total interest income		9,838			(3,147	)		(978	)		5,713

Interest Expense:
Savings, NOW & money market deposits		61			(414	)		(4	)		(357	)
Time deposits		876			(49	)		(17	)		810
Short-term borrowings		(94	)		(4	)		-			(98	)
Long-term debt		2,700			(500	)		(430	)		1,770
Total interest expense		3,543			(967	)		(451	)		2,125
Increase (decrease) in net interest income	$	6,295		$	(2,180	)	$	(527	)	$	3,588

⁽¹⁾	Represents the change not solely attributable to change in rate or change in volume but a combination of these two factors. The rate/volume variance could be allocated between the volume and rate variances shown in the table based on the absolute value of each to the total for both.

Net Interest Income

Net interest income on a tax-equivalent basis increased $3.6 million, or 7.0%. The increase was driven by growth in average interest-earning assets of $274.3 million, or 12.9%. The growth in average interest-earning assets is primarily comprised of growth in the average balances of loans of $308.7 million, or 25.1%, and nontaxable securities of $35.9 million, or 9.6%, as partially offset by a decrease in the average balance of taxable securities of $71.9 million, or 14.2%. From a yield perspective, the shift from taxable securities to loans and nontaxable securities partially mitigated the negative impact on net interest margin of a low interest rate environment.

Growth in loans and nontaxable securities, to the extent not funded by the decline in taxable securities, was funded by growth in the average balances of long-term borrowings of $134.0 million, or 83.7%, interest-bearing deposits of $90.4 million, or 7.7%, and noninterest-bearing checking deposits of $73.4 million, or 13.3%. The increase in long-term borrowings together with an increase in the average balance of time deposits of $58.1 million, or 23.3%, resulted from management’s desire to reduce the impact that an increase in interest rates could have on the Bank’s future earnings.

Intermediate and long-term interest rates remain low and volatile. In a low rate environment lending and investing rates decline and the spread between these rates and the related funding cost generally narrows. In addition, the benefit of no cost funding in the form of noninterest-bearing checking deposits and capital is reduced, some loans prepay in full resulting in the immediate writeoff of deferred costs while the rates on other loans are modified downward, and prepayment speeds on mortgage securities can be relatively high, thereby resulting in the faster amortization of purchase premiums. These factors are primarily responsible for a 17 basis point decline in the Bank’s net interest margin from 3.22% for the first nine months of 2013 to 3.05% for the current nine-month period. They also explain why the strong growth in the average balances of loans, nontaxable securities and noninterest-bearing checking deposits was accompanied by only modest growth of 7.0% in net interest income on a tax-equivalent basis.

The Bank’s continued ability to grow loans is attributable to a variety of factors including, among others, competitive pricing, targeted solicitation efforts, advertising campaigns, and broker relationships for both residential and commercial mortgages. The Bank’s ongoing ability to grow deposits is attributable to, among other things, continued expansion of the Bank’s branch distribution system, targeted solicitation of local commercial businesses and municipalities, new and expanded lending relationships, new small business checking and loan products and expansion of merchant sales relationships. In addition, management believes that the Bank’s positive reputation in its marketplace has contributed to both loan and deposit growth.

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Noninterest Income

Noninterest income includes service charges on deposit accounts, Investment Management Division income, gains or losses on sales of securities, and all other items of income, other than interest, resulting from the business activities of the Corporation. Noninterest income increased $461,000, or 8.8%, when comparing the first nine months of 2014 to the same period last year. The increase is primarily attributable to an increase in Investment Management Division income of $162,000, or 11.6%, and increases in net gains on sales of securities and other noninterest income of $137,000 and $95,000. The increase in Investment Management Division income resulted from appreciation in the market value of assets under management and, to a lesser extent, new business and an updated fee schedule. The increase in other noninterest income is primarily due to the fact that the 2014 period includes net gains of $165,000 on the sale of loans held-for-sale, offset by a real estate tax refund of $73,000 in the 2013 period.

Noninterest Expense

Noninterest expense is comprised of salaries, employee benefits, occupancy and equipment expense and other operating expenses incurred in supporting the various business activities of the Corporation. Noninterest expense increased $1.2 million, or 4.2%, when comparing the first nine months of 2014 to the same period last year. The increase is comprised of increases in salaries of $990,000, or 7.9%, occupancy and equipment expense of $603,000, or 10.3%, and other noninterest expense of $245,000, or 3.7%, as partially offset by a decrease in employee benefits expense of $614,000, or 14.7%. The increase in salaries is primarily due to higher stock-based compensation expense, normal annual salary adjustments, branch openings and additions to staff in the back office. Stock-based compensation expense was $483,000 higher in the first nine months of 2014 than the same period last year primarily because of an increase in the number of restricted stock units (“RSUs”) being expensed in 2014 and, in the 2013 period, a change in the estimated number of shares to be issued upon the vesting of outstanding performance-based RSUs. The increase in occupancy and equipment expense is largely due to new branch openings and increases in general maintenance and repairs expense, snow removal costs and the cost of servicing equipment. Approximately one-half of the increase in occupancy and equipment expense is attributable to an increase in the Bank’s capitalization threshold for furniture and equipment items. The increase in other noninterest expense includes an increase in marketing expense and growth-related increases in FDIC insurance expense and the Bank’s OCC assessment. The decrease in employee benefits expense is primarily attributable to a decrease in pension expense resulting from favorable performance of plan assets during 2013 and a decrease in the plan’s benefit obligation at year-end 2013 caused by an increase in long-term interest rates.

Income Taxes

Income tax expense as a percentage of book income (“effective tax rate”) was 22.9% for the first nine months of 2014 compared to 21.4% for the same period last year. One significant reason for the increase in the effective tax rate is the fact that income on tax-exempt securities became a smaller percentage of pre-tax income.

Results of Operations – Third Quarter Versus Second Quarter 2014

Net income for the third quarter of 2014 was $6.1 million, an increase of 9.2% over $5.5 million earned in the second quarter of 2014. The increase is primarily attributable to increases in net interest income and noninterest income of $894,000 and $231,000, as partially offset by increases in the provision for loan losses of $239,000 and income tax expense of $324,000. The increase in net interest income resulted primarily from growth in the average balance of loans outstanding during the quarter. The increase in noninterest income is largely attributable to a $225,000 gain on the sale of a loan held-for-sale. The $1.2 million provision for loan losses for the third quarter of this year is primarily attributable to loan growth and net chargeoffs, as partially offset by a decrease in the historical loss rates used to determine the allowance for loan losses. The $982,000 provision for loan losses for the second quarter of this year was also primarily attributable to loan growth and net chargeoffs, as partially offset by a reduction in watch, special mention and substandard loans and an improvement in economic conditions.

Results of Operations – Third Quarter 2014 Versus Third Quarter 2013

The increase in net income for the third quarter of 2014 versus the same quarter last year is attributable to increases in net interest income and noninterest income of $1.5 million and $189,000, as partially offset by increases in the provision for loan losses of $141,000, noninterest expense of $186,000 and income tax expense of $518,000. The increases in net interest income, noninterest income and noninterest expense occurred for substantially the same reasons discussed with respect to the nine-month periods. The significant components of the $1.2 million provision for loan losses for the third quarter of this year are set forth in the preceding paragraph. The $1.1 million provision for loan losses for the third quarter of last year was primarily attributable to loan growth and an increase in specific reserves on loans individually deemed to be impaired, as partially offset by an improvement in economic conditions.

Application of Critical Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported asset and liability balances and revenue and expense amounts. Our determination of the allowance for loan losses is a critical accounting estimate because it is based on our subjective evaluation of a variety of factors at a specific point in time and involves difficult and complex judgments about matters that are inherently uncertain. In the event that management’s estimate needs to be adjusted based on, among other things, additional information that comes to light after the estimate is made or changes in circumstances, such adjustment could result in the need for a significantly different allowance for loan losses and thereby materially impact, either positively or negatively, the Bank’s results of operations.

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The Bank’s Allowance for Loan and Lease Losses Committee (“ALLL Committee”), which is chaired by the Chief Credit Officer, meets on a quarterly basis and is responsible for determining the allowance for loan losses after considering, among other things, the results of credit reviews performed by the Bank’s independent loan review consultants and the Bank’s credit department. In addition, and in consultation with the Bank’s Chief Financial Officer and Chief Risk Officer, the ALLL Committee is responsible for implementing and maintaining accounting policies and procedures surrounding the calculation of the required allowance. The Board Loan Committee reviews and approves the Bank’s Allowance for Loan and Lease Losses Policy at least once each calendar year. The Bank’s allowance for loan losses is reviewed and ratified by the Board Loan Committee on a quarterly basis and is subject to periodic examination by the Office of the Comptroller of the Currency (“OCC”) whose safety and soundness examination includes a determination as to its adequacy to absorb probable incurred losses.

The first step in determining the allowance for loan losses is to identify loans in the Bank’s portfolio that are individually deemed to be impaired and then measure impairment losses based on either the fair value of collateral or the discounted value of expected future cash flows. For all collateral dependent impaired loans, impairment losses are measured based on the fair value of the collateral. A loan is considered to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled principal and interest payments when due and according to the contractual terms of the loan agreement. Loans that experience insignificant payment delays and payment shortfalls are not automatically considered to be impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and financial condition, and the amount of the shortfall in relation to the principal and interest owed. In estimating the fair value of real estate collateral, management utilizes appraisals and adjusts such appraisals for costs to dispose and a distressed sale adjustment. Estimating the fair value of collateral other than real estate is also subjective in nature and sometimes requires difficult and complex judgments. Determining expected future cash flows can be more subjective than determining fair values. Expected future cash flows could differ significantly, both in timing and amount, from the cash flows actually received over the loan’s remaining life.

In addition to estimating losses for loans individually deemed to be impaired, management also estimates collective impairment losses for pools of loans that are not specifically reviewed. The Bank’s highest average annualized loss experience over periods of 24, 36, 48 or 60 months is the starting point in determining its allowance for loan losses. Management believes that this approach appropriately reflects losses from the current economic cycle and those incurred in the Bank’s loan portfolio. However, since future losses could vary significantly from those experienced in the past, on a quarterly basis management adjusts its historical loss experience to reflect current conditions. In doing so, management considers a variety of general qualitative factors and then subjectively determines the weight to assign to each in estimating losses. The factors include, among others: (1) delinquencies, (2) economic conditions as judged by things such as median home prices and commercial vacancy rates in the Bank’s service area and national and local unemployment levels, (3) trends in the nature and volume of loans, (4) concentrations of credit, (5) changes in lending policies and procedures, (6) experience, ability and depth of lending staff, (7) changes in the quality of the loan review function, (8) environmental risks, and (9) loan risk ratings. Because of the nature of the factors and the difficulty in assessing their impact, management’s resulting estimate of losses may not accurately reflect actual losses in the portfolio.

The allowance for loan losses is comprised of impairment losses on loans specifically reviewed and estimated losses on the pools of loans that are collectively reviewed. Although the allowance for loan losses has two separate components, one for impairment losses on individual loans and one for collective impairment losses on pools of loans, the entire allowance for loan losses is available to absorb realized losses as they occur whether they relate to individual loans or pools of loans.

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Asset Quality

The Corporation has identified certain assets as risk elements. These assets include nonaccrual loans, other real estate owned, loans that are contractually past due 90 days or more as to principal or interest payments and still accruing and troubled debt restructurings. These assets present more than the normal risk that the Corporation will be unable to eventually collect or realize their full carrying value. Information about the Corporation’s risk elements is set forth below.

	September 30,			December 31,
	2014			2013
	(dollars in thousands)
Nonaccrual loans⁽¹⁾:
Troubled debt restructurings	$	1,304		$	2,548
Other		986			1,948
Total nonaccrual loans		2,290			4,496
Loans past due 90 days or more and still accruing		-			-
Other real estate owned		-			-
Total nonperforming assets		2,290			4,496
Troubled debt restructurings - performing		754			541
Total risk elements	$	3,044		$	5,037

Nonaccrual loans as a percentage of total loans		.14	%		.30	%
Nonperforming assets as a percentage of total loans and other real estate owned		.14	%		.30	%
Risk elements as a percentage of total loans and other real estate owned		.18	%		.34	%

⁽¹⁾Includes a $900,000 loan held-for-sale at December 31, 2013.

Included in the table above are performing troubled debt restructurings of $243,000 at September 30, 2014 that were past due 30 through 89 days and still accruing. There were no performing troubled debt restructurings that were past due 30 through 89 days and still accruing at December 31, 2013. The disclosure of other potential problem loans can be found in “Note 4 – Loans” to the Corporation’s consolidated financial statements of this Form 10-Q.

Allowance and Provision for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged against income. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged off against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance for loan losses.

The allowance for loan losses increased by $1.4 million during the first nine months of 2014, amounting to $22.2 million, or 1.34% of total loans, at September 30, 2014, compared to $20.8 million, or 1.41%, of total loans at December 31, 2013. During the first nine months of 2014, the Bank had loan chargeoffs and recoveries of $797,000 and $14,000, respectively, and recorded a provision for loan losses of $2.1 million. The 7 basis points decrease in the reserve coverage ratio is primarily due to an improvement in economic conditions, a reduction in watch, special mention and substandard loans and a decrease in specific reserves on loans individually deemed to be impaired. Chargeoffs for the first nine months of 2014 include $635,000 on loans transferred to held-for-sale during the period. The $2.1 million provision for loan losses for the first nine months of this year is primarily attributable to loan growth and net chargeoffs, as partially offset by an improvement in economic conditions, a decrease in specific reserves on loans individually deemed to be impaired and a reduction in watch, special mention and substandard loans. The $1.8 million provision for loan losses for the first nine months of 2013 was primarily attributable to loan growth and an increase in specific reserves on loans individually deemed to be impaired, as partially offset by an improvement in economic conditions and a decrease in the historical loss rates used to determine the allowance for loan losses.

The allowance for loan losses is an amount that management currently believes will be adequate to absorb probable incurred losses in the Bank’s loan portfolio. As more fully discussed in the “Application of Critical Accounting Policies” section of this discussion and analysis of financial condition and results of operations, the process for estimating credit losses and determining the allowance for loan losses as of any balance sheet date is subjective in nature and requires material estimates. Actual results could differ significantly from those estimates. Other detailed information on the Bank’s allowance for loan losses, impaired loans and the aging of loans can be found in “Note 4 – Loans” to the Corporation’s consolidated financial statements included in this Form 10-Q.

The amount of future chargeoffs and provisions for loan losses will be affected by, among other things, economic conditions on Long Island and in New York City. Such conditions could affect the financial strength of the Bank’s borrowers and will affect the value of real estate collateral securing the Bank’s mortgage loans. Loans secured by real estate represent approximately 95% of the Bank’s total loans outstanding at September 30, 2014. Most of these loans were made to borrowers domiciled on Long Island and in the boroughs of New York City. Although economic conditions are showing signs of improvement, they have been unfavorable for an extended period of time as characterized by elevated levels of unemployment and underemployment, suppressed commercial and residential real estate values and, in certain micro markets, elevated commercial real estate vacancies. These conditions have caused some of the Bank’s borrowers to be unable to make the required contractual payments on their loans and could cause the Bank to be unable to realize the full carrying value of such loans through foreclosure or other collection efforts.

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Future provisions and chargeoffs could also be affected by environmental impairment of properties securing the Bank’s mortgage loans. At the present time, management is not aware of any environmental pollution originating on or near properties securing the Bank’s loans that would materially affect the carrying value of such loans.

Cash Flows and Liquidity

Cash Flows. The Corporation’s primary sources of cash are deposits, maturities and amortization of loans and investment securities, operations and borrowings. The Corporation uses cash from these and other sources to fund loan growth, purchase investment securities, repay borrowings, expand and improve its physical facilities, pay cash dividends and for general operating purposes.

During the first nine months of 2014, the Corporation’s cash and cash equivalent position decreased by $4.2 million, from $35.5 million at December 31, 2013 to $31.3 million at September 30, 2014. The decrease occurred primarily because cash used to originate loans, repay short-term borrowings and purchase securities exceeded the cash provided by deposit growth, additional long-term borrowings, maturities and paydowns of loans and securities and operations.

During the first nine months of 2014, total deposits grew $174.9 million, or 9.8%, to $2.0 billion at September 30, 2014. The increase was attributable to growth in savings, NOW and money market deposits of $68.3 million, or 7.4%, time deposits of $63.6 million, or 24.0%, and noninterest-bearing checking balances of $43.1 million, or 7.2%.

Borrowings include short-term and long-term FHLB borrowings and borrowings under repurchase agreements. Total borrowings decreased $35.7 million, or 9.0%, during the first nine months of 2014. The decrease is attributable to a reduction in short-term borrowings of $45.7 million, as partially offset by an increase in long-term borrowings of $10 million. Long-term borrowings totaled $295 million at September 30, 2014, representing 82% of total borrowings at quarter-end. The Bank has been adding to its long-term fixed rate borrowing and time deposit positions to reduce the impact that an increase in interest rates could have on the Bank’s earnings.

Liquidity. The Bank has a Board committee approved Liquidity Policy and Liquidity Contingency Plan, which are intended to ensure that the Bank has sufficient liquidity at all times to meet the ongoing needs of its customers in terms of credit and deposit outflows, take advantage of earnings enhancement opportunities and respond to liquidity stress conditions should they arise.

The Bank has both internal and external sources of liquidity that can be used to fund loan growth and accommodate deposit outflows. The Bank’s primary internal sources of liquidity are its overnight investments, investment securities designated as available-for-sale, maturities and monthly payments on its investment securities and loan portfolios and operations. At September 30, 2014, the Bank had approximately $452 million of unencumbered available-for-sale securities.

The Bank is a member of the Federal Reserve Bank of New York (“FRB”) and the Federal Home Loan Bank of New York (“FHLB of New York”), has repurchase agreements in place with a number of brokerage firms and commercial banks and has federal funds lines with several commercial banks. In addition to customer deposits, the Bank’s primary external sources of liquidity are secured borrowings from the FRB, FHLB of New York and repurchase agreement counterparties. In addition, the Bank can purchase overnight federal funds under its existing lines. However, the Bank’s FRB membership, FHLB of New York membership, repurchase agreements and federal funds lines do not represent legal commitments to extend credit to the Bank. The amount that the Bank can potentially borrow is currently dependent on, among other things, the amount of unencumbered eligible securities and loans that the Bank can use as collateral and the collateral margins required by the lenders. Based on the Bank’s unencumbered securities and loan collateral, a substantial portion of which is in place at the FRB and FHLB of New York, the Bank had borrowing capacity of approximately $1.3 billion at September 30, 2014.

Capital

The Corporation’s capital management policy is designed to build and maintain capital levels that exceed regulatory standards. Under regulatory capital standards in effect at September 30, 2014, banks are classified as well capitalized, adequately capitalized or undercapitalized. Under such standards, a well-capitalized bank is one that has a Tier 1 leverage capital ratio equal to or greater than 5%, a Tier 1 risk-based capital ratio equal to or greater than 6%, and a total risk-based capital ratio equal to or greater than 10%. The Bank’s Tier 1 leverage, Tier 1 risk-based and total risk-based capital ratios of 8.59%, 15.32% and 16.58%, respectively, at September 30, 2014 exceed the requirements for a well-capitalized bank and, based on management’s belief, are adequate in the current regulatory and economic environment. The Corporation on a consolidated basis is subject to minimum risk-based and leverage capital requirements, which the Corporation exceeds as of September 30, 2014. (See “Regulatory Rulemakings” that follows.)

Stockholders’ equity totaled $230.7 million at September 30, 2014, an increase of $24.1 million from $206.6 million at December 31, 2013. The increase resulted primarily from net income of $17.6 million, an increase in the after-tax amount of unrealized gains on available-for-sale securities of $10.6 million, and the issuance of shares under the Corporation’s stock-based compensation, dividend reinvestment and stock purchase plans of $2.6 million, partially offset by cash dividends declared of $7.4 million. The after-tax amount of unrealized gains on available-for-sale securities increased during the period because of a decrease in intermediate and long-term interest rates.

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Regulatory Rulemakings

Capital. In July 2013, the Federal Reserve Board and the OCC approved a final rule (“final rule”) that changes the regulatory capital framework for all banking organizations and revises the prompt corrective action categories to incorporate the revised regulatory capital standards. The final rule implements for U.S. banks the Basel III regulatory capital reforms of the Basel Committee and certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final rule strengthens areas of weakness identified in the current capital rules by: (1) enhancing the quantity and quality of regulatory capital in the banking system; (2) better reflecting the risk of certain on and off-balance sheet exposures in the measurement of risk-weighted assets; and (3) building additional capital capacity into the banking system to absorb losses in times of future market and economic stress. Subject to certain transition provisions, banking organizations like the Corporation with $250 billion or less in total assets must comply with the new requirements beginning January 1, 2015.

The final rule establishes new prompt corrective action requirements for all banks and includes a new common equity Tier 1 risk-based capital measure. The risk-based capital (“RBC”) and leverage capital requirements under the final rule are set forth in the table that follows.

Requirement	Total RBC Measure (%)	Tier 1 RBC Measure (%)	Common Equity Tier 1 RBC Measure (%)	Leverage Measure (%)

Well Capitalized	≥ 10	≥ 8	≥ 6.5	≥ 5
Adequately Capitalized	≥ 8	≥ 6	≥ 4.5	≥ 4
Undercapitalized	< 8	< 6	< 4.5	< 4
Significantly Undercapitalized	< 6	< 4	< 3	< 3
Critically Undercapitalized	Tangible equity to total assets ≤ 2

The final rule also sets forth a capital ratio phase-in schedule. The phase-in provisions for banks with $250 billion or less in total assets are set forth in the following table.

January 1,	2015		2016		2017		2018		2019

Minimum Leverage Measure (%)		4.0		4.0		4.0		4.0		4.0
Minimum Common Equity Tier 1 RBC (%)		4.5		4.5		4.5		4.5		4.5
Capital Conservation Buffer (%) ⁽¹⁾		N/A		.625		1.25		1.875		2.5
Minimum Common Equity Tier 1 RBC with Capital Conservation Buffer (%)		4.5		5.125		5.75		6.375		7.0
Minimum Tier 1 RBC (%)		6.0		6.0		6.0		6.0		6.0
Minimum Tier 1 RBC with Capital Conservation Buffer (%)		6.0		6.625		7.25		7.875		8.5
Minimum Total RBC (%)		8.0		8.0		8.0		8.0		8.0
Minimum Total RBC with Capital Conservation Buffer (%)		8.0		8.625		9.25		9.875		10.5

⁽¹⁾	The capital conservation buffer must be maintained in order for a banking organization to avoid being subject to limitations on capital distributions, including dividend payments, and discretionary bonus payments to executive officers.

The final rule includes comprehensive guidance with respect to the measurement of risk-weighted assets. For residential mortgages, Basel III retains the risk-weights contained in the current capital rules which assign a risk-weight of 50% to most first-lien exposures and 100% to other residential mortgage exposures. The final rule would increase the risk-weights associated with certain on-balance sheet assets, such as high volatility commercial real estate loans, as defined, and loans that are more than 90 days past due or in nonaccrual status. Capital requirements would also increase for certain off-balance sheet exposures including, for example, loan commitments with an original maturity of one year or less.

Under the final rule, certain banking organizations, including the Corporation, are permitted to make a one-time election to continue the current treatment of excluding from regulatory capital most accumulated other comprehensive income (“AOCI”) components, including amounts relating to unrealized gains and losses on available-for-sale debt securities and amounts attributable to defined benefit postretirement plans. Institutions that elect to exclude most AOCI components from regulatory capital under Basel III will be able to avoid volatility that would otherwise be caused by things such as the impact of fluctuations in interest rates on the fair value of available-for-sale debt securities.

Management does not currently expect implementation of the final rule to have a material impact on the Corporation’s regulatory capital position, lines of business or profitability.

Liquidity. In December 2010, the Basel Committee published “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring” and in January 2013 published a revised liquidity coverage ratio (collectively referred to as the “Liquidity Standard”). The Liquidity Standard includes: (1) a liquidity coverage ratio to ensure that sufficient high quality liquid resources are available in case of a liquidity crisis; (2) a net stable funding ratio to promote liquidity resiliency over longer time horizons by creating incentives for banks to fund their activities with stable sources of funding on an ongoing basis; and (3) additional liquidity monitoring metrics focused on maturity mismatch, concentration of funding and available unencumbered assets. The Liquidity Standard would be phased-in through 2019.

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In November 2013, the U.S. banking agencies issued a Notice of Proposed Rulemaking (“NPR”) that would implement a quantitative liquidity requirement consistent with the liquidity coverage ratio established by the Basel Committee. The NPR applied to all internationally active banking organizations, systemically important non-bank financial institutions and certain other large holding companies with more than $50 billion in total assets. The transition period in the NPR was shorter than that provided by the Basel Committee. On September 3, 2014, the U.S. banking agencies issued a final rule that establishes for the first time a standardized minimum liquidity requirement. The final rule applies to large and internationally active banking organizations and is not applicable to the Bank. The U.S. banking agencies have not adopted or proposed rules to implement a quantitative liquidity requirement for banks such as the Bank with less than $50 billion in total assets, and it is uncertain whether such a requirement will be established.

New York State Tax Reform

On March 31, 2014, the New York State legislature approved the fiscal 2015 budget bill (the “legislation”) which includes significant changes to New York State tax law impacting banks. The banking corporation franchise tax under Article 32 is repealed effective January 1, 2015, and banks will now be subject to the general business corporation franchise tax under a substantially revised Article 9A.

While the following discussion is not intended to cover all aspects of the legislation impacting banks, it does address what management believes to be the more significant ones. Except where noted, the changes are effective for tax years beginning on or after January 1, 2015.

1) The franchise tax rate on business income is reduced from 7.1% to 6.5% effective January 1, 2016.

2) The Metropolitan Commuter Transportation District tax surcharge is made permanent and raised from 17% to 25.6% of the franchise tax.

3) The alternative entire net income tax and tax on subsidiary capital are eliminated. As a result, banks will now pay a franchise tax equal to the highest of their calculated business income tax, capital tax or fixed dollar minimum tax. The maximum tax on capital is increased from $1 million to $5 million, and the fixed dollar minimum tax, which was previously capped at $5,000, will range from $5,000 to $200,000.

4) The methodology for determining income apportionment, or the degree to which a bank’s income is allocated to and taxed by New York State, is changing from a three-factor formula based on receipts, payroll and deposits to solely receipts. In addition, favorable apportionment treatment is provided for interest income from federal, state and municipal debt; asset backed securities; certain corporate bonds; and federal funds.

5) The 22.5% deduction for interest income on government obligations is eliminated.

6) The tax savings associated with a grandfathered Article 9A corporation, like FNY Service Corp., is eliminated.

7) For real estate investment trusts (“REITs”) in place as of April 1, 2014 (grandfathered REITs), the law allows a subtraction modification to entire net income equal to 160% of the dividends paid deduction allowed for federal income tax purposes.

8) For banks other than those that maintain grandfathered REITs during the tax year, there are two new alternative subtraction modifications in arriving at entire net income. Both subtraction modifications, as summarized below, are mutually exclusive and involve complex calculations and analyses.

a) Percentage-of-taxable-income bad debt deduction computed as the excess of 32 percent of taxable income before the deduction over the amount of the federal bad debt deduction already taken. This deduction is only available to thrifts and community banks, as defined, who satisfy the qualified thrift lender 60 percent asset test, as defined.

b) An exclusion of one-half of the net interest income of the institution from residential mortgages and small business loans, as defined.

Management is currently analyzing the legislation and believes that the changes included in the legislation will reduce the Bank’s New York State tax burden by a significant amount. The amount of savings will depend upon decisions to be made in the tax planning process. An important decision that management will need to make is whether it will be more beneficial for the Corporation to retain its grandfathered REIT or avail itself of one of the new alternative subtraction modifications.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Bank invests in interest-earning assets, which are funded by interest-bearing deposits and borrowings, noninterest-bearing deposits and capital. The Bank’s results of operations are subject to risk resulting from interest rate fluctuations generally and having assets and liabilities that have different maturity, repricing, and prepayment/withdrawal characteristics. The Bank defines interest rate risk as the risk that the Bank's net interest income and/or economic value of equity (“EVE”) will change when interest rates change. The principal objective of the Bank’s asset liability management activities is to optimize current and future net interest income while at the same time maintaining acceptable levels of interest rate and liquidity risk and facilitate the funding needs of the Bank.

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The Bank monitors and manages interest rate risk through a variety of techniques including traditional gap analysis and the use of interest rate sensitivity models. Both gap analysis and interest rate sensitivity modeling involve a variety of significant estimates and assumptions and are done at a specific point in time. Changes in the estimates and assumptions made in gap analysis and interest rate sensitivity modeling could have a significant impact on projected results and conclusions. Therefore, these techniques may not accurately reflect the actual impact of changes in the interest rate environment on the Bank’s net interest income or EVE.

Traditional gap analysis involves arranging the Bank’s interest-earning assets and interest-bearing liabilities by repricing period and then computing the difference, or interest-rate sensitivity gap, between the assets and liabilities which are estimated to reprice during each time period and cumulatively through the end of each time period. Gap analysis requires estimates as to when individual categories of interest-sensitive assets and liabilities will reprice and assumes that assets and liabilities assigned to the same repricing period will reprice at the same time and in the same amount. Gap analysis also assumes that cash flows from maturing assets and liabilities will be reinvested in or refinanced by assets and liabilities of the same type, and does not fully take into account the fact that the repricing of some assets and liabilities is discretionary and subject to competitive and other pressures.

Through use of interest rate sensitivity modeling, the Bank first projects net interest income over a five-year time period assuming a static balance sheet and no changes in interest rates from current levels. Utilization of a static balance sheet ensures that interest rate risk embedded in the Bank’s current balance sheet is not masked by assumed balance sheet growth or contraction. Net interest income is then projected over a five-year time period utilizing: (1) a static balance sheet and various interest rate change scenarios, including both ramped and shock changes; and (2) a most likely balance sheet growth scenario and these same interest rate change scenarios. The interest rate scenarios modeled are based on, among other things, the shape of the current yield curve and the relative level of rates and management’s expectations as to potential future yield curve shapes and rate levels.

The Bank also uses interest rate sensitivity modeling to calculate EVE in the current rate environment assuming shock increases and decreases in interest rates. EVE is the difference between the present value of expected future cash flows from the Bank’s assets and the present value of the expected future cash flows from the Bank’s liabilities. Present values are determined using discount rates that management believes are reflective of current market conditions. EVE can capture long-term interest rate risk that would not be captured in a five-year projection of net interest income.

In utilizing interest rate sensitivity modeling to project net interest income and calculate EVE, management makes a variety of estimates and assumptions which include, among others, the following: (1) how much and when yields and costs on individual categories of interest-earning assets and interest-bearing liabilities will change in response to projected changes in market interest rates; (2) future cash flows, including prepayments of mortgage assets and calls of municipal securities; (3) cash flow reinvestment assumptions; (4) appropriate discount rates to be applied to loan, deposit and borrowing cash flows; and (5) decay or runoff rates for nonmaturity deposits such as checking, savings, NOW and money market accounts. The repricing of loans and borrowings and the reinvestment of loan and security cash flows are generally assumed to be impacted by the full amount of each assumed rate change, while the repricing of nonmaturity deposits is not. For nonmaturity deposits, management makes estimates of how much and when it will need to change the rates paid on the Bank’s various deposit products in response to changes in general market interest rates. These estimates are based on, among other things, a recent study of the Bank’s core deposits.

The information provided in the following table is based on a variety of estimates and assumptions that management believes to be reasonable, the more significant of which are set forth hereinafter. The base case information in the table shows (1) a calculation of the Corporation’s EVE at September 30, 2014 arrived at by discounting estimated future cash flows at rates that management believes are reflective of current market conditions and (2) an estimate of net interest income on a tax-equivalent basis for the year ending September 30, 2015 assuming a static balance sheet, the adjustment of repricing balances to current rate levels, and the reinvestment at current rate levels of cash flows from maturing assets and liabilities in a mix of assets and liabilities that mirrors the Bank’s strategic plan. In addition, in calculating EVE, cash flows for nonmaturity deposits are based on a base case average life of 5.5 years.

The rate change information in the table shows estimates of net interest income on a tax-equivalent basis for the year ending September 30, 2015 and calculations of EVE at September 30, 2014 assuming rate changes of plus 100, 200 and 300 basis points and minus 100 basis points. The rate change scenarios were selected based on, among other things, the relative level of current interest rates and are: (1) assumed to be shock or immediate changes, (2) occur uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities, and (3) impact the repricing and reinvestment of all assets and liabilities, except nonmaturity deposits, by the full amount of the rate change. In projecting future net interest income under the indicated rate change scenarios, activity is simulated by assuming that cash flows from maturing assets and liabilities are reinvested in a mix of assets and liabilities that mirrors the Bank’s strategic plan. The changes in EVE from the base case have not been tax affected.

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	Economic Value of Equity at September 30, 2014					Net Interest Income for Year Ending 9/30/15
Rate Change Scenario (dollars in thousands)	Amount		Percent Change From Base Case			Amount		Percent Change From Base Case
+ 300 basis point rate shock	$	187,620		-29.5	%	$	69,184		-8.8	%
+ 200 basis point rate shock		229,155		-13.9	%		76,068		0.3	%
+ 100 basis point rate shock		257,981		-3.1	%		78,060		2.9	%
Base case (no rate change)		266,268		-			75,873		-
- 100 basis point rate shock		250,952		-5.8	%		72,796		-4.1	%

As shown in the preceding table, assuming a static balance sheet, an immediate decrease in interest rates of 100 basis points or an immediate increase in interest rates of 300 basis points could negatively impact the Bank’s net interest income for the year ending September 30, 2015. Conversely, an immediate increase in interest rates of 100 or 200 basis points could positively impact the Bank’s net interest income for the same time period. The Bank’s net interest income could be negatively impacted in a shock down 100 basis point scenario because, among other things, the rates currently being paid on many of the Bank’s deposit products are approaching zero and there is little room to reduce them further. Unlike the shock up 100 or 200 basis point scenarios, in the shock up 300 basis point scenario it is assumed that the Bank will need to make more significant changes to the rates paid on its nonmaturity deposits in order to remain competitive and thus net interest income could be negatively impacted. Changes in management’s estimates as to the rates that will need to be paid on nonmaturity deposits could have a significant impact on the net interest income amounts shown for each scenario in the table.

Forward-Looking Statements

This report on Form 10-Q and the documents incorporated into it by reference contain various forward-looking statements. These forward-looking statements include statements of goals; intentions and expectations; estimates of risks and of future costs and benefits; assessments of probable loan losses; assessments of market risk; and statements of the ability to achieve financial and other goals. Forward-looking statements are typically identified by words such as “would,” “should,” “could,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties which may change over time. Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; fluctuations in the trading price of our common stock; changes in interest rates; changes in deposit flows, and in the demand for deposit and loan products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; our ability to retain key members of management; changes in legislation, regulation, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties. We provide greater detail regarding some of these factors in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013, in Part I under “Item 1A. Risk Factors.” Our forward-looking statements may also be subject to other risks and uncertainties, including those that we may discuss elsewhere in other documents we file with the SEC from time to time.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Corporation’s Principal Executive Officer, Michael N. Vittorio, and Principal Financial Officer, Mark D. Curtis, have evaluated the Corporation’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (“Act”), as of the end of the period covered by this report. Based upon that evaluation, they have concluded that the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the third quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In the ordinary course of business, the Corporation is party to various legal actions which are believed to be incidental to the operation of its business. Although the ultimate outcome and amount of liability, if any, with respect to these legal actions cannot presently be ascertained with certainty, in the opinion of management, based upon information currently available to us, any resulting liability is believed to be immaterial to the Corporation's consolidated financial position, results of operations and cash flows.

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ITEM 1A.

RISK FACTORS

Not applicable

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

Not applicable

ITEM 6.

EXHIBITS

See Index of Exhibits that follows.

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INDEX OF EXHIBITS

Exhibit No.	Description of Exhibit

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)

32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and U.S.C. Section 1350

101	The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income or Loss, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		THE FIRST OF LONG ISLAND CORPORATION
		(Registrant)

Dated: November 10, 2014		By /s/ MICHAEL N. VITTORIO
		MICHAEL N. VITTORIO, President & Chief Executive Officer
		(principal executive officer)

		By /s/ MARK D. CURTIS
		MARK D. CURTIS, Executive Vice President, Chief Financial
		Officer and Treasurer
		(principal financial officer)

		By /s/ WILLIAM APRIGLIANO
		WILLIAM APRIGLIANO, Senior Vice President & Chief
		Accounting Officer
		(principal accounting officer)