e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
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x |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
Commission file number 001-34096
BRIDGE BANCORP, INC.
(Exact name of registrant as specified in its charter)
|
|
|
NEW YORK
|
|
11-2934195 |
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification Number) |
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2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK
|
|
11932 |
(Address of principal executive offices)
|
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(Zip Code) |
Registrants telephone number, including area code: (631) 537-1000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one): Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller
reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [ ] No [X]
There
were 6,291,718 shares of common stock outstanding as of May 6, 2010.
Item 1. Financial Statements
BRIDGE BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (unaudited)
(In thousands, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
14,865 |
|
|
$ |
27,108 |
|
Interest earning deposits with banks |
|
|
1,238 |
|
|
|
7,039 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
16,103 |
|
|
|
34,147 |
|
|
|
|
|
|
|
|
|
|
Securities available for sale, at fair value |
|
|
298,859 |
|
|
|
306,112 |
|
Securities held to maturity (fair value of $122,713 and $78,330, respectively) |
|
|
121,950 |
|
|
|
77,424 |
|
|
|
|
|
|
|
|
Total securities |
|
|
420,809 |
|
|
|
383,536 |
|
|
|
|
|
|
|
|
|
|
Securities, restricted |
|
|
1,205 |
|
|
|
1,205 |
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
455,962 |
|
|
|
448,038 |
|
Allowance for loan losses |
|
|
(7,032 |
) |
|
|
(6,045 |
) |
|
|
|
|
|
|
|
Loans, net |
|
|
448,930 |
|
|
|
441,993 |
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
|
21,833 |
|
|
|
21,306 |
|
Accrued interest receivable |
|
|
4,296 |
|
|
|
3,679 |
|
Other assets |
|
|
9,973 |
|
|
|
11,391 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
923,149 |
|
|
$ |
897,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
217,341 |
|
|
$ |
212,137 |
|
Savings, NOW and money market deposits |
|
|
448,313 |
|
|
|
440,447 |
|
Certificates of deposit of $100 or more |
|
|
72,916 |
|
|
|
73,401 |
|
Other time deposits |
|
|
68,648 |
|
|
|
67,553 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
807,218 |
|
|
|
793,538 |
|
|
|
|
|
|
|
|
|
|
Federal funds purchased and Federal Home Loan Bank overnight borrowings |
|
|
9,000 |
|
|
|
|
|
Repurchase agreements |
|
|
16,535 |
|
|
|
15,000 |
|
Junior subordinated debentures |
|
|
16,002 |
|
|
|
16,002 |
|
Accrued interest payable |
|
|
489 |
|
|
|
531 |
|
Other liabilities and accrued expenses |
|
|
11,256 |
|
|
|
10,331 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
860,500 |
|
|
|
835,402 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, par value $.01 per share (2,000,000 shares authorized; none issued) |
|
|
|
|
|
|
|
|
Common stock, par value $.01 per share: |
|
|
|
|
|
|
|
|
Authorized: 20,000,000 shares; 6,403,252 and 6,397,088 shares issued, respectively;
6,284,070 and 6,261,216 shares outstanding, respectively |
|
|
64 |
|
|
|
64 |
|
Surplus |
|
|
19,877 |
|
|
|
19,950 |
|
Retained earnings |
|
|
43,794 |
|
|
|
43,110 |
|
Less: Treasury Stock at cost, 119,182 and 135,872 shares, respectively |
|
|
(4,353 |
) |
|
|
(4,791 |
) |
|
|
|
|
|
|
|
|
|
|
59,382 |
|
|
|
58,333 |
|
Accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Net unrealized gain on securities, net of deferred income taxes of ($3,273) and ($3,457), respectively |
|
4,973 |
|
|
|
5,249 |
|
Pension liability, net of deferred income taxes of $1,152 and $1,166, respectively |
|
|
(1,706 |
) |
|
|
(1,727 |
) |
|
|
|
|
|
|
|
Total Stockholders Equity |
|
|
62,649 |
|
|
|
61,855 |
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
923,149 |
|
|
$ |
897,257 |
|
|
|
|
|
|
|
|
See accompanying condensed notes to the Unaudited Consolidated Financial Statements.
1
BRIDGE BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income (unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2010 |
|
|
2009 |
|
Interest income: |
|
|
|
|
|
|
|
|
Loans (including fee income) |
|
$ |
7,282 |
|
|
$ |
7,220 |
|
Mortgage-backed securities |
|
|
2,529 |
|
|
|
3,038 |
|
State and municipal obligations |
|
|
570 |
|
|
|
563 |
|
U.S. GSE securities |
|
|
403 |
|
|
|
200 |
|
Federal funds sold |
|
|
5 |
|
|
|
1 |
|
Deposits with banks |
|
|
9 |
|
|
|
1 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
10,798 |
|
|
|
11,023 |
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
Savings, NOW and money market deposits |
|
|
874 |
|
|
|
977 |
|
Certificates of deposit of $100 or more |
|
|
339 |
|
|
|
482 |
|
Other time deposits |
|
|
305 |
|
|
|
360 |
|
Federal funds purchased and repurchase agreements |
|
|
108 |
|
|
|
120 |
|
Federal Home Loan Bank Advances |
|
|
|
|
|
|
1 |
|
Junior Subordinated Debentures |
|
|
341 |
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
1,967 |
|
|
|
1,940 |
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
8,831 |
|
|
|
9,083 |
|
Provision for loan losses |
|
|
1,300 |
|
|
|
900 |
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
7,531 |
|
|
|
8,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non interest income: |
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
622 |
|
|
|
630 |
|
Fees for other customer services |
|
|
376 |
|
|
|
326 |
|
Title fee income |
|
|
255 |
|
|
|
207 |
|
Net securities gains |
|
|
891 |
|
|
|
|
|
Other operating income |
|
|
58 |
|
|
|
16 |
|
|
|
|
|
|
|
|
Total non interest income |
|
|
2,202 |
|
|
|
1,179 |
|
|
|
|
|
|
|
|
|
|
Non interest expense: |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
3,837 |
|
|
|
3,612 |
|
Net occupancy expense |
|
|
693 |
|
|
|
582 |
|
Furniture and fixture expense |
|
|
283 |
|
|
|
226 |
|
FDIC assessments |
|
|
295 |
|
|
|
279 |
|
Other operating expenses |
|
|
1,493 |
|
|
|
1,390 |
|
|
|
|
|
|
|
|
Total non interest expense |
|
|
6,601 |
|
|
|
6,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
3,132 |
|
|
|
3,273 |
|
Income tax expense |
|
|
1,002 |
|
|
|
1,064 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,130 |
|
|
$ |
2,209 |
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.34 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.34 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
Comprehensive Income |
|
$ |
1,875 |
|
|
$ |
3,711 |
|
|
|
|
|
|
|
|
See accompanying condensed notes to the Unaudited Consolidated Financial Statements.
2
BRIDGE BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders Equity (unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Common |
|
|
|
|
|
|
Comprehensive |
|
|
Retained |
|
|
Treasury |
|
|
Comprehensive |
|
|
|
|
|
|
Stock |
|
|
Surplus |
|
|
Income |
|
|
Earnings |
|
|
Stock |
|
|
Income |
|
|
Total |
|
Balance at December 31, 2009 |
|
$ |
64 |
|
|
$ |
19,950 |
|
|
|
|
|
|
$ |
43,110 |
|
|
$ |
(4,791 |
) |
|
$ |
3,522 |
|
|
$ |
61,855 |
|
Net income |
|
|
|
|
|
|
|
|
|
$ |
2,130 |
|
|
|
2,130 |
|
|
|
|
|
|
|
|
|
|
|
2,130 |
|
Proceeds from issuance of common stock |
|
|
|
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
140 |
|
Stock awards granted |
|
|
|
|
|
|
(414 |
) |
|
|
|
|
|
|
|
|
|
|
414 |
|
|
|
|
|
|
|
|
|
Vesting of stock awards |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
(6 |
) |
Exercise of stock options, including tax benefit |
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
23 |
|
Share based compensation expense |
|
|
|
|
|
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
208 |
|
Cash dividend declared, $0.23 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,446 |
) |
|
|
|
|
|
|
|
|
|
|
(1,446 |
) |
Other comprehensive income, net of deferred taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized net gains in securities
available for sale,
net of deferred tax effects |
|
|
|
|
|
|
|
|
|
|
(276 |
) |
|
|
|
|
|
|
|
|
|
|
(276 |
) |
|
|
(276 |
) |
Adjustment to pension liability, net of deferred taxes |
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
21 |
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income |
|
|
|
|
|
|
|
|
|
$ |
1,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2010 |
|
$ |
64 |
|
|
$ |
19,877 |
|
|
|
|
|
|
$ |
43,794 |
|
|
$ |
(4,353 |
) |
|
$ |
3,267 |
|
|
$ |
62,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying condensed notes to the Unaudited Consolidated Financial Statements.
3
BRIDGE BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2010 |
|
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
2,130 |
|
|
$ |
2,209 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
1,300 |
|
|
|
900 |
|
Depreciation and amortization |
|
|
413 |
|
|
|
326 |
|
Amortization and (accretion), net |
|
|
284 |
|
|
|
(9 |
) |
Share based compensation expense |
|
|
208 |
|
|
|
148 |
|
Tax expense from the vesting of restricted stock awards |
|
|
1 |
|
|
|
1 |
|
Tax benefit from exercise of stock options |
|
|
(6 |
) |
|
|
|
|
SERP expense |
|
|
51 |
|
|
|
70 |
|
Net securities gains |
|
|
(891 |
) |
|
|
|
|
Increase in accrued interest receivable |
|
|
(617 |
) |
|
|
(364 |
) |
Decrease (increase) in other assets |
|
|
1,424 |
|
|
|
(690 |
) |
Increase in accrued expenses and other liabilities |
|
|
1,029 |
|
|
|
514 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
5,326 |
|
|
|
3,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of securities available for sale |
|
|
(39,580 |
) |
|
|
(10,511 |
) |
Purchases of FHLB stock |
|
|
|
|
|
|
(19,189 |
) |
Purchases of securities held to maturity |
|
|
(47,007 |
) |
|
|
(130 |
) |
Proceeds from sales of securities available for sale |
|
|
22,051 |
|
|
|
|
|
Redemption of FHLB stock |
|
|
|
|
|
|
22,109 |
|
Maturities and calls of securities available for sale |
|
|
6,090 |
|
|
|
23,890 |
|
Maturities of securities held to maturity |
|
|
430 |
|
|
|
2,033 |
|
Principal payments on securities |
|
|
20,892 |
|
|
|
15,031 |
|
Net increase in loans |
|
|
(8,237 |
) |
|
|
(11,839 |
) |
Purchase of premises and equipment |
|
|
(940 |
) |
|
|
(1,225 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
(46,301 |
) |
|
|
20,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in deposits |
|
|
13,680 |
|
|
|
46,863 |
|
Net increase (decrease) in federal funds purchased and FHLB overnight borrowings |
|
|
9,000 |
|
|
|
(46,900 |
) |
Net decrease in FHLB term advances |
|
|
|
|
|
|
(30,000 |
) |
Net increase in repurchase agreements |
|
|
1,535 |
|
|
|
|
|
Net proceeds from exercise of stock options |
|
|
23 |
|
|
|
|
|
Net proceeds from issuance of common stock |
|
|
140 |
|
|
|
|
|
Repurchase
of surrendered stock from exercise of stock options and vesting of
restricted stock awards |
|
|
(6 |
) |
|
|
(5 |
) |
Cash dividends paid |
|
|
(1,441 |
) |
|
|
(1,423 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
22,931 |
|
|
|
(31,465 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(18,044 |
) |
|
|
(8,191 |
) |
Cash and cash equivalents at beginning of period |
|
|
34,147 |
|
|
|
28,885 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
16,103 |
|
|
$ |
20,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information-Cash Flows: |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
2,009 |
|
|
$ |
2,017 |
|
Income tax |
|
$ |
1,150 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Securities which settled in the subsequent period |
|
$ |
2,080 |
|
|
$ |
|
|
Dividends declared and unpaid at end of period |
|
$ |
1,446 |
|
|
$ |
1,429 |
|
See accompanying condensed notes to the Unaudited Consolidated Financial Statements.
4
BRIDGE BANCORP, INC. AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
Bridge Bancorp, Inc. (the Company) is incorporated under the laws of the State of New York as a
bank holding company. The Companys business currently consists of the operations of its
wholly-owned subsidiary, The Bridgehampton National Bank (the Bank). The Banks operations
include its real estate investment trust subsidiary, Bridgehampton Community, Inc. (BCI) and a
financial title insurance subsidiary, Bridge Abstract LLC (Bridge Abstract). In addition to the
Bank, the Company has another subsidiary Bridge Statutory Capital Trust II which was formed in
2009. In accordance with current accounting guidance, the trust is not consolidated in the
Companys financial statements.
The accompanying Unaudited Consolidated Financial Statements, which include the accounts of the
Company and its wholly-owned subsidiary, the Bank, have been prepared in accordance with U.S.
generally accepted accounting principles (GAAP) for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. The Unaudited Consolidated Financial
Statements included herein reflect all normal recurring adjustments that are, in the opinion of
management, necessary for a fair presentation of the results for the interim periods presented. In
preparing the interim financial statements, management has made estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expense
during the reported periods. Such estimates are subject to change in the future as additional
information becomes available or previously existing circumstances are modified. Actual future
results could differ significantly from those estimates. The annualized results of operations for
the three months ended March 31, 2010 are not necessarily indicative of the results of operations
that may be expected for the entire fiscal year. Certain information and note disclosures normally
included in the financial statements prepared in accordance with GAAP have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the
SEC). Certain reclassifications have been made to prior year amounts, and the related discussion
and analysis, to conform to the current year presentation. The Unaudited Consolidated Financial
Statements should be read in conjunction with the Audited Consolidated Financial Statements and
notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31,
2009.
2. EARNINGS PER SHARE
FASB ASC 260-10-45 addresses whether instruments granted in share-based payment transactions are
participating securities prior to vesting and, therefore, need to be included in the earnings
allocation in computing earnings per share (EPS). The restricted stock awards and restricted
stock units granted by the Company contain nonforfeitable rights to dividends and therefore are
considered participating securities. The two-class method for calculating basic EPS excludes
dividends paid to participating securities and any undistributed earnings attributable to
participating securities. Prior period EPS figures have been presented in accordance with this
accounting guidance.
Computation of Per Share Income
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
2,130 |
|
|
$ |
2,209 |
|
Less: Dividends paid on and undistributed earnings allocated to participating securities |
|
|
(53 |
) |
|
|
(40 |
) |
|
|
|
|
|
|
|
Income attributable to common stock |
|
$ |
2,077 |
|
|
$ |
2,169 |
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, including participating securities |
|
|
6,282 |
|
|
|
6,210 |
|
Less: weighted average participating securities |
|
|
(163 |
) |
|
|
(121 |
) |
|
|
| |
|
| |
Weighted average common shares outstanding |
|
|
6,119 |
|
|
|
6,089 |
|
|
|
| |
|
| |
Basic earnings per common share |
|
$ |
0.34 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to common stock |
|
$ |
2,077 |
|
|
$ |
2,169 |
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
6,119 |
|
|
|
6,089 |
|
Weighted average common equivalent shares outstanding |
|
|
1 |
|
|
|
5 |
|
|
|
| |
|
| |
Weighted average common and equivalent shares outstanding |
|
|
6,120 |
|
|
|
6,094 |
|
|
|
| |
|
| |
Diluted earnings per common share |
|
$ |
0.34 |
|
|
$ |
0.36 |
|
|
|
|
|
|
5
There were 55,259 and 61,705 options outstanding at March 31, 2010 and March 31, 2009,
respectively, that were not included in the computation of diluted earnings per share because the
options exercise prices were greater than the average market price of common stock and were,
therefore, antidilutive. The $16.0 million in convertible trust preferred securities outstanding at
March 31, 2010, were not included in the computation of diluted earnings per share because the
assumed conversion of the trust preferred securities was antidilutive.
3. REPURCHASE STOCK
The Companys Board of Directors approved a stock repurchase program on March 27, 2006 that
authorized the repurchase of up to 309,000 shares or approximately 5% of its total issued and
outstanding common shares. These shares can be purchased from time to time in the open market or
through private purchases, depending on market conditions, availability of stock, the trading price
of the stock, alternative uses for capital, and the Companys financial performance. Repurchased
shares are held in the Companys treasury account and may be utilized for general corporate
purposes.
For the three months ended March 31, 2010 and March 31, 2009 the Company did not repurchase any of
its common shares. At March 31, 2010, 167,041 shares were available for repurchase under the Board
approved program.
4. STOCK BASED COMPENSATION PLANS
The Compensation Committee of the Board of Directors determines stock options and restricted stock
awarded under the Bridge Bancorp, Inc. Equity Incentive Plan (Plan) and the Company accounts for
this Plan under the Financial Accounting Standards Board Accounting Standards Codification (FASB
ASC) No. 718 and 505.
No new grants of stock options were awarded during the three months ended March 31, 2010 and March
31, 2009. Compensation expense attributable to stock options was $10,000 for the three months
ended March 31, 2010 and 2009, respectively.
The intrinsic value for stock options is calculated based on the exercise price of the underlying
awards and the market price of our common stock as of the reporting date. The intrinsic value of
options exercised during the first quarter of 2010 and 2009 was $16,000 and $7,000, respectively.
The intrinsic value of options outstanding and exercisable at March 31, 2010 and March 31, 2009 was
$17,000 and $105,000, respectively.
A summary of the status of the Companys stock options as of and for the three months ended March
31, 2010 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
Number |
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
of |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
|
Options |
|
|
Price |
|
|
Life |
|
|
Value |
|
|
|
|
Outstanding, December 31, 2009 |
|
|
59,405 |
|
|
$ |
24.74 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1,800 |
) |
|
$ |
14.49 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(246 |
) |
|
$ |
25.25 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, March 31, 2010 |
|
|
57,359 |
|
|
$ |
25.06 |
|
|
5.83 years |
|
$ |
16,660 |
|
Vested or expected to vest |
|
|
53,823 |
|
|
$ |
25.05 |
|
|
5.77 years |
|
$ |
16,660 |
|
Exercisable, March 31, 2010 |
|
|
48,071 |
|
|
$ |
25.02 |
|
|
5.67 years |
|
$ |
16,660 |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise |
|
Range of Exercise Prices |
|
Options |
|
|
Price |
|
|
|
|
|
|
|
2,100 |
|
|
$ |
15.47 |
|
|
|
|
5,659 |
|
|
$ |
24.00 |
|
|
|
|
44,197 |
|
|
$ |
25.25 |
|
|
|
|
3,000 |
|
|
$ |
26.55 |
|
|
|
|
2,403 |
|
|
$ |
30.60 |
|
|
|
|
|
|
|
|
|
|
|
|
57,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6
During the three months ended March 31, 2010, restricted stock awards of 15,500 shares were
granted. Of the 15,500 shares granted, 11,070 shares vest over five years with a third vesting each
year after years three, four and five. The remaining 4,430 shares vest
ratably over five years beginning in January 2011. During the three months ended March 31, 2009,
restricted stock awards of 29,392 shares were granted. These awards vest over five years with a
third vesting each year after years three, four and five. Compensation expense attributable to
restricted stock awards was $177,000 and $138,000 for the three months ended March 31, 2010 and
2009, respectively.
A summary of the status of the Companys unvested restricted stock as of and for the three months
ended March 31, 2010 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average Grant-Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested, December 31, 2009 |
|
|
148,882 |
|
|
$ |
21.31 |
|
Granted |
|
|
15,500 |
|
|
$ |
23.58 |
|
Vested |
|
|
(500 |
) |
|
$ |
26.55 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested, March 31, 2010 |
|
|
163,882 |
|
|
$ |
21.51 |
|
|
|
|
|
|
|
|
In April 2009, the Company adopted a Directors Deferred Compensation Plan. Under the Plan,
independent directors may elect to defer all or a portion of their annual retainer fee in the form
of restricted stock units. These restricted stock units vest ratably over one year and have
dividend rights but no voting rights. In connection with this Plan, the Company recorded expenses
of approximately $21,000 for the three months ended March 31, 2010.
5. SECURITIES
The following table summarizes the amortized cost and fair value of the available for sale and held
to maturity investment securities portfolio at March 31, 2010 and December 31, 2009 and the
corresponding amounts of unrealized gains and losses therein:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(In thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
65,558 |
|
|
$ |
318 |
|
|
$ |
(69 |
) |
|
$ |
65,807 |
|
State and municipal obligations |
|
|
39,224 |
|
|
|
1,305 |
|
|
|
(6 |
) |
|
|
40,523 |
|
U.S. GSE residential mortgage-backed securities |
|
|
79,057 |
|
|
|
3,912 |
|
|
|
(7 |
) |
|
|
82,962 |
|
U.S. GSE residential collateralized mortgage obligations |
|
|
106,774 |
|
|
|
2,793 |
|
|
|
|
|
|
|
109,567 |
|
|
|
| |
|
| |
|
| |
|
| |
Total available for sale |
|
|
290,613 |
|
|
|
8,328 |
|
|
|
(82 |
) |
|
|
298,859 |
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
|
19,982 |
|
|
|
|
|
|
|
(45 |
) |
|
|
19,937 |
|
State and municipal obligations |
|
|
62,407 |
|
|
|
433 |
|
|
|
(128 |
) |
|
|
62,712 |
|
U.S. GSE residential collateralized mortgage obligations |
|
|
39,561 |
|
|
|
652 |
|
|
|
(149 |
) |
|
|
40,064 |
|
|
|
| |
|
| |
|
| |
|
| |
Total held to maturity |
|
|
121,950 |
|
|
|
1,085 |
|
|
|
(322 |
) |
|
|
122,713 |
|
|
|
| |
|
| |
|
| |
|
| |
Total securities |
|
$ |
412,563 |
|
|
$ |
9,413 |
|
|
$ |
(404 |
) |
|
$ |
421,572 |
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
December 31, 2009 |
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(In thousands) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
45,787 |
|
|
$ |
309 |
|
|
$ |
(157 |
) |
|
$ |
45,939 |
|
State and municipal obligations |
|
|
40,340 |
|
|
|
1,473 |
|
|
|
(8 |
) |
|
|
41,805 |
|
U.S. GSE residential mortgage-backed securities |
|
|
101,837 |
|
|
|
4,561 |
|
|
|
(61 |
) |
|
|
106,337 |
|
U.S. GSE residential collateralized mortgage obligations |
|
|
109,442 |
|
|
|
2,722 |
|
|
|
(133 |
) |
|
|
112,031 |
|
|
|
| |
|
| |
|
| |
|
| |
Total available for sale |
|
|
297,406 |
|
|
|
9,065 |
|
|
|
(359 |
) |
|
|
306,112 |
|
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
|
5,000 |
|
|
|
|
|
|
|
(73 |
) |
|
|
4,927 |
|
State and municipal obligations |
|
|
54,104 |
|
|
|
400 |
|
|
|
(8 |
) |
|
|
54,496 |
|
U.S. GSE residential collateralized mortgage obligations |
|
|
18,320 |
|
|
|
589 |
|
|
|
(2 |
) |
|
|
18,907 |
|
|
|
| |
|
| |
|
| |
|
| |
Total held to maturity |
|
|
77,424 |
|
|
|
989 |
|
|
|
(83 |
) |
|
|
78,330 |
|
|
|
| |
|
| |
|
| |
|
| |
Total securities |
|
$ |
374,830 |
|
|
$ |
10,054 |
|
|
$ |
(442 |
) |
|
$ |
384,442 |
|
|
|
| |
|
| |
|
| |
|
| |
7
The following table summarizes the amortized cost, fair value and maturities of the available
for sale and held to maturity investment securities portfolio at March 31, 2010. Expected
maturities will differ from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
Amortized |
|
|
Fair |
|
(In thousands) |
|
Cost |
|
|
Value |
|
Maturity |
|
|
|
|
|
|
|
|
Available for sale: |
|
|
|
|
|
|
|
|
Within one year |
|
$ |
11,812 |
|
|
$ |
11,958 |
|
One to five years |
|
|
72,263 |
|
|
|
73,125 |
|
Five to ten years |
|
|
60,919 |
|
|
|
62,643 |
|
Beyond ten years |
|
|
145,619 |
|
|
|
151,133 |
|
|
|
|
|
|
|
|
Total |
|
$ |
290,613 |
|
|
$ |
298,859 |
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
Within one year |
|
$ |
29,256 |
|
|
$ |
29,282 |
|
One to five years |
|
|
34,789 |
|
|
|
35,185 |
|
Five to ten years |
|
|
10,511 |
|
|
|
10,477 |
|
Beyond ten years |
|
|
47,394 |
|
|
|
47,769 |
|
|
|
| |
|
| |
Total |
|
$ |
121,950 |
|
|
$ |
122,713 |
|
|
|
| |
|
| |
Securities with unrealized losses at March 31, 2010 and December 31, 2009, aggregated by
category and length of time that individual securities have been in a continuous unrealized loss
position, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
Greater than 12 months |
|
Total |
March
31, 2010 |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
(In thousands) |
|
Fair Value |
|
losses |
|
Fair Value |
|
losses |
|
Fair Value |
|
losses |
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
20,729 |
|
$ |
69 |
|
$ |
|
|
$ |
|
|
$ |
20,729 |
|
$ |
69 |
State and municipal obligations |
|
|
743 |
|
|
6 |
|
|
|
|
|
|
|
|
743 |
|
|
6 |
U.S. GSE residential mortgage-backed securities |
|
|
5,897 |
|
|
7 |
|
|
|
|
|
|
|
|
5,897 |
|
|
7 |
|
|
| |
| |
| |
| |
| |
|
Total available for sale |
|
$ |
27,369 |
|
$ |
82 |
|
$ |
|
|
$ |
|
|
$ |
27,369 |
|
$ |
82 |
|
|
| |
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
19,937 |
|
$ |
45 |
|
$ |
|
|
$ |
|
|
$ |
19,937 |
|
$ |
45 |
State and municipal obligations |
|
|
10,125 |
|
|
128 |
|
|
|
|
|
|
|
|
10,125 |
|
|
128 |
U.S. GSE residential collateralized mortgage
obligations |
|
|
9,988 |
|
|
149 |
|
|
|
|
|
|
|
|
9,988 |
|
|
149 |
|
|
| |
| |
| |
| |
| |
|
Total held to maturity |
|
$ |
40,050 |
|
$ |
322 |
|
$ |
|
|
$ |
|
|
$ |
40,050 |
|
$ |
322 |
|
|
| |
| |
| |
| |
| |
|
|
|
|
Less than 12 months |
|
Greater than 12 months |
|
Total |
December 31, 2009 |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
(In thousands) |
|
Fair Value |
|
losses |
|
Fair Value |
|
losses |
|
Fair Value |
|
losses |
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
15,637 |
|
$ |
157 |
|
$ |
|
|
$ |
|
|
$ |
15,637 |
|
$ |
157 |
State and municipal obligations |
|
|
742 |
|
|
8 |
|
|
|
|
|
|
|
|
742 |
|
|
8 |
U.S. GSE residential mortgage-backed securities |
|
|
9,879 |
|
|
61 |
|
|
|
|
|
|
|
|
9,879 |
|
|
61 |
U.S. GSE residential collateralized mortgage
obligations |
|
|
5,845 |
|
|
133 |
|
|
|
|
|
|
|
|
5,845 |
|
|
133 |
|
|
| |
| |
| |
| |
| |
|
Total available for sale |
|
$ |
32,103 |
|
$ |
359 |
|
$ |
|
|
$ |
|
|
$ |
32,103 |
|
$ |
359 |
|
|
| |
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
4,927 |
|
$ |
73 |
|
$ |
|
|
$ |
|
|
$ |
4,927 |
|
$ |
73 |
State and municipal obligations |
|
|
10,818 |
|
|
8 |
|
|
|
|
|
|
|
|
10,818 |
|
|
8 |
U.S. GSE residential collateralized mortgage
obligations |
|
|
4,952 |
|
|
2 |
|
|
|
|
|
|
|
|
4,952 |
|
|
2 |
|
|
| |
| |
| |
| |
| |
|
Total held to maturity |
|
$ |
20,697 |
|
$ |
83 |
|
$ |
|
|
$ |
|
|
$ |
20,697 |
|
$ |
83 |
|
|
| |
| |
| |
| |
| |
|
8
Other-Than-Temporary-Impairment
Management evaluates securities for other-than-temporary impairment (OTTI) at least on a
quarterly basis, and more frequently when economic or market conditions warrant. The investment
securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments
and applying the appropriate OTTI model. Investment securities classified as available for sale or
held-to-maturity are generally evaluated for OTTI under FASB ASC 320, Accounting for Certain
Investments in Debt and Equity Securities. In determining OTTI under the FASB ASC 320 model,
management considers many factors, including: (1) the length of time and the extent to which the
fair value has been less than cost, (2) the financial condition and near-term prospects of the
issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether
the Company has the intent to sell the debt security or more likely than not will be required to
sell the debt security before its anticipated recovery. The assessment of whether an
other-than-temporary decline exists involves a high degree of subjectivity and judgment and is
based on the information available to management at a point in time.
At March 31, 2010, the majority of unrealized losses on available for sale securities are related
to the Companys U.S. GSE securities and on held to maturity securities are related to state and
municipal obligations and residential collateralized mortgage obligations. The decline in fair
value is attributable to changes in interest rates and not credit quality, and the Company does not
have the intent to sell these securities and it is more likely than not that it will not be
required to sell the securities before their anticipated recovery, therefore the Company does not
consider these securities to be other-than-temporarily impaired at March 31, 2010.
Proceeds from sales of securities available for sale were $22.1 million and $0 for the three months
ended March 31, 2010 and 2009, respectively. Gross gains of $0.9 million were realized on these
sales during the three months ended March 31, 2010. There were no securities gains or losses
during the three months ended March 31, 2009. Proceeds from calls of securities available for sale
were $4.1 million and $20.0 million for the three months ended March 31, 2010 and 2009,
respectively.
Securities having a fair value of approximately $211.2 million and $247.3 million at March 31, 2010
and December 31, 2009, respectively, were pledged to secure public deposits and Federal Home Loan
Bank and Federal Reserve Bank overnight borrowings. The Bank did not hold any trading securities
during the three months ended March 31, 2010 or the year ended December 31, 2009. As of March 31,
2010, the Bank purchased seven municipal securities totaling $2.1 million that will settle during
the beginning of the second quarter. These securities are included in the consolidated balance
sheet at March 31, 2010 as securities held to maturity with a corresponding amount reflected in
other liabilities and accrued expenses.
The Bank is a member of the Federal Home Loan Bank (FHLB) of New York. Members are required to
own a particular amount of stock based on the level of borrowings and other factors, and may invest
in additional amounts. The Bank is also a member of the Federal Reserve Bank (FRB) system and
required to own FRB stock. FHLB and FRB stock is carried at cost and periodically evaluated for
impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as
income. The Bank owned approximately $1.2 million in FHLB and FRB stock at March 31, 2010 and
December 31, 2009, and reported these amounts as restricted securities in the consolidated balance
sheets.
6. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC No. 820-10 defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the measurement date.
FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The
standard describes three levels of inputs that may be used to measure fair values:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the
entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entitys own assumptions about
the assumptions that market participants would use in pricing an asset or liability.
The fair value of securities available for sale is determined by obtaining quoted prices on
nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a
mathematical technique widely used in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying on the securities
relationship to other benchmark quoted securities (Level 2 inputs).
9
Assets and liabilities measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at |
|
|
|
|
|
|
|
March 31, 2010 Using: |
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Quoted Prices In |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Carrying |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
65,807 |
|
|
|
|
|
|
$ |
65,807 |
|
|
|
|
|
State and municipal obligations |
|
|
40,523 |
|
|
|
|
|
|
|
40,523 |
|
|
|
|
|
U.S. GSE residential mortgage-backed securities |
|
|
82,962 |
|
|
|
|
|
|
|
82,962 |
|
|
|
|
|
U.S. GSE residential collateralized mortgage
obligations |
|
|
109,567 |
|
|
|
|
|
|
|
109,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
$ |
298,859 |
|
|
|
|
|
|
$ |
298,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at |
|
|
|
|
|
|
|
December 31, 2009 Using: |
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Quoted Prices In |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Carrying |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GSE securities |
|
$ |
45,939 |
|
|
|
|
|
|
$ |
45,939 |
|
|
|
|
|
State and municipal obligations |
|
|
41,805 |
|
|
|
|
|
|
|
41,805 |
|
|
|
|
|
U.S. GSE residential mortgage-backed securities |
|
|
106,337 |
|
|
|
|
|
|
|
106,337 |
|
|
|
|
|
U.S. GSE residential collateralized mortgage
obligations |
|
|
112,031 |
|
|
|
|
|
|
|
112,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
$ |
306,112 |
|
|
|
|
|
|
$ |
306,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value estimates are made at specific points in time and are based on existing on-and
off-balance sheet financial instruments. Such estimates are generally subjective in nature and
dependent upon a number of significant assumptions associated with each financial instrument or
group of 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 Companys entire holdings of a particular
financial instrument, or the tax consequences of realizing gains or losses on the sale of financial
instruments.
10
Assets measured at fair value on a non-recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at |
|
|
|
|
|
|
|
March 31, 2010 Using: |
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Quoted Prices In |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Carrying |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Impaired loans |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at |
|
|
|
|
|
|
|
December 31, 2009 Using: |
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Quoted Prices In |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Carrying |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
(In thousands) |
|
Value |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Impaired loans |
|
$ |
48 |
|
|
|
|
|
|
|
|
|
|
$ |
48 |
|
For impaired and TDR loans, the Company evaluates the fair value of the loan in accordance
with FASB ASC 310-10-35-22. For loans that are collateral dependent, the fair value of the
collateral is used to determine the fair value of the loan. The fair value of the collateral is
determined based upon recent appraised values. For unsecured loans, the fair value is determined
based on the present value of expected future cash flows discounted at the loans effective
interest rate. The fair value of the loan is compared to the carrying value to determine if any
write-down or specific loan loss allowance allocation is required. These methods of fair value
measurement for impaired and TDR loans are considered level 3 within the fair value hierarchy
described in FASB ASC 820-10-50-5. There were no impaired loans with allocated allowance for loan
losses at March 31, 2010. Impaired loans with allocated allowance for loan losses at December 31,
2009, had a carrying amount of $48,000, which is made up of the outstanding balance of $98,000, net
of a valuation allowance of $50,000. This resulted in an additional provision for loan losses of
$50,000 that is included in the amount reported on the income statement as of December 31, 2009.
The Company used the following method and assumptions in estimating the fair value of its financial
instruments:
Cash and Due from Banks and Federal Funds Sold: Carrying amounts approximate fair value, since
these instruments are either payable on demand or have short-term maturities.
Securities Available for Sale and Held to Maturity: The estimated fair values are based on
independent dealer quotations on nationally recognized securities exchanges or matrix pricing,
which is a mathematical technique widely used in the industry to value debt securities without
relying exclusively on quoted prices for the specific securities but rather by relying on the
securities relationship to other benchmark quoted securities.
Restricted Stock: It is not practicable to determine the fair value of FHLB and FRB stock due to
restrictions placed on its transferability.
Loans: The estimated fair values of real estate mortgage loans and other loans receivable are based
on discounted cash flow calculations that use available market benchmarks when establishing
discount factors for the types of loans. All nonaccrual loans are carried at their current fair
value. Exceptions may be made for adjustable rate loans (with resets of one year or less), which
would be discounted straight to their rate index plus or minus an appropriate spread.
Deposits: The estimated fair value of certificates of deposits are based on discounted cash flow
calculations that use a replacement cost of funds approach to establishing discount rates for
certificates of deposits maturities. Stated value is fair value for all other deposits.
11
Borrowed Funds: The estimated fair value of borrowed funds are based on discounted cash flow
calculations that use a replacement cost of funds approach to establishing discount rates for
funding maturities.
Junior Subordinated Debentures: The estimated fair value is based on estimates using market data
for similarly risk weighted items taking into consideration the convertible features of the
debentures into common stock of the Company.
Accrued Interest Receivable and Payable: For these short-term instruments, the carrying amount is a
reasonable estimate of the fair value.
Off-Balance-Sheet Liabilities: The fair value of off-balance-sheet commitments to extend credit is
estimated using fees currently charged to enter into similar agreements. The fair value is
immaterial as of March 31, 2010 and December 31, 2009.
The estimated fair values and recorded carrying values of the Banks financial instruments are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Carrying |
| |
Fair |
| |
Carrying |
| |
Fair | |
(In thousands) |
|
Amount |
|
|
Value |
| |
Amount |
| |
Value |
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$ |
14,865 |
|
|
$ |
14,865 |
|
|
$ |
27,108 |
|
|
$ |
27,108 |
|
Interest bearing deposits with banks
|
|
|
1,238 |
|
|
|
1,238 |
|
|
|
7,039 |
|
|
|
7,039 |
|
Securities available for sale
|
|
|
298,859 |
|
|
|
298,859 |
|
|
|
306,112 |
|
|
|
306,112 |
|
Securities restricted
|
|
|
1,205 |
|
|
|
n/a |
|
|
|
1,205 |
|
|
|
n/a |
|
Securities held to maturity
|
|
|
121,950 |
|
|
|
122,713 |
|
|
|
77,424 |
|
|
|
78,330 |
|
Loans, net
|
|
|
448,930 |
|
|
|
457,618 |
|
|
|
441,993 |
|
|
|
449,496 |
|
Accrued interest receivable
|
|
|
4,296 |
|
|
|
4,296 |
|
|
|
3,679 |
|
|
|
3,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and other deposits
|
|
|
807,218 |
|
|
|
808,050 |
|
|
|
793,538 |
|
|
|
794,512 |
|
Federal funds purchased and Federal Home Loan Bank
overnight borrowings
|
|
|
9,000 |
|
|
|
8,998 |
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
|
16,535 |
|
|
|
17,500 |
|
|
|
15,000 |
|
|
|
15,210 |
|
Junior Subordinated Debentures
|
|
|
16,002 |
|
|
|
15,500 |
|
|
|
16,002 |
|
|
|
15,500 |
|
Accrued interest payable
|
|
|
489 |
|
|
|
489 |
|
|
|
531 |
|
|
|
531 |
|
7. LOANS
The following table sets forth the major classifications of loans:
|
|
|
|
|
|
|
|
|
(In thousands) |
|
March 31, 2010 |
|
|
December 31, 2009 |
|
Commercial real estate mortgage loans |
|
$ |
215,714 |
|
|
$ |
211,647 |
|
Residential real estate mortgage loans |
|
|
145,088 |
|
|
|
143,312 |
|
Commercial, financial, and agricultural loans |
|
|
79,951 |
|
|
|
76,867 |
|
Installment/consumer loans |
|
|
9,914 |
|
|
|
9,821 |
|
Real estate-construction loans |
|
|
4,742 |
|
|
|
5,906 |
|
|
|
|
|
|
|
|
Total loans |
|
|
455,409 |
|
|
|
447,553 |
|
Net deferred loan costs and fees |
|
|
553 |
|
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
455,962 |
|
|
|
448,038 |
|
Allowance for loan losses |
|
|
(7,032 |
) |
|
|
(6,045 |
) |
|
|
|
|
|
|
|
Net loans |
|
$ |
448,930 |
|
|
$ |
441,993 |
|
|
|
|
|
|
|
|
The principal business of the Bank is lending, primarily in commercial real estate loans,
residential mortgage loans, construction loans, home equity loans, commercial and industrial loans,
land loans and consumer loans. The Bank considers its primary lending area to be eastern Long
Island in Suffolk County on Long Island, New York, and a substantial portion of the Banks loans
are secured by real estate in this area. Accordingly, the ultimate collectibility of such a loan
portfolio is susceptible to changes in market and economic conditions in this region.
As of March 31, 2010 and December 31, 2009, the Company had impaired loans as defined by FASB ASC
No. 310, Receivables of $9.1 million. For a loan to be considered impaired, management determines
after review whether it is probable that the Bank will not
12
be able to collect all amounts due
according to the contractual terms of the loan agreement. Additionally management applies its
normal loan review procedures in making these judgments. Impaired loans include individually
classified nonaccrual loans and troubled debt restructured (TDR) loans. For impaired and TDR
loans, the Bank evaluates the fair value of the loan in accordance with FASB ASC 310-10-35-22. For
loans that are collateral dependent, the fair value of the collateral is used to determine the fair
value of the loan. The fair value of the collateral is determined based upon recent appraised
values. For unsecured loans, the fair value is determined based on the present value of expected
future cash flows discounted at the loans effective interest rate. The fair value of the loan is
compared to the carrying value to determine if any write-down or specific loan loss allowance
allocation is required. These methods of fair value measurement for impaired and TDR loans are
considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5.
Nonaccrual loans were $5.9 million or 1.28% of total loans at March 31, 2010 and were $5.9 million
or 1.31% of total loans at December 31, 2009. There were no loans 90 days or more past due that
were still accruing at March 31, 2010 and December 31, 2009. Approximately $4.8 million of the
nonaccrual loans at March 31, 2010 and $4.9 million of the nonaccrual loans at December 31, 2009,
represent troubled debt restructured loans where the borrowers are complying with the modified
terms of the loans and are currently making payments. These loans are secured with collateral that
has a fair value of $7.9 million. Furthermore, the Bank has no commitment to lend additional funds
to these debtors.
In addition, the Company has one borrower with TDR loans of $3.2 million at March 31, 2010 and
December 31, 2009, that are current and are secured with collateral that has a fair value of
approximately $5.4 million as well as personal guarantors. Management believes that the ultimate
collection of principal and interest is reasonably assured and therefore continues to recognize
interest income on an accrual basis. In addition, the Bank has no commitment to lend additional
funds to this debtor. The loan was determined to be impaired during the third quarter of 2008 and
since that determination $213,000 of interest income has been recognized.
The average recorded investment in the impaired loans during the three months ended March 31, 2010
was $9.1 million and was $7.4 million for the year ended December 31, 2009. At March 31, 2010, each
impaired loan was analyzed and written down to its net realizable value if the loan balance was
higher than the net realizable value of its associated collateral. The amount of the allowance for
loan losses allocated to impaired loans as of March 31, 2010 and December 31, 2009 was $0 and
$50,000, respectively.
The Bank had no foreclosed real estate at March 31, 2010, December 31, 2009 and March 31, 2009,
respectively.
8. ALLOWANCE FOR LOAN LOSSES
The Company monitors its entire loan portfolio on a regular basis, with consideration given to
detailed analyses of classified loans, repayment patterns, probable incurred losses, past loss
experience, current economic conditions, the regulatory environment, and various types of
concentrations of credit. Additions to the allowance are charged to expense and realized losses,
net of recoveries, are charged to the allowance. Based on the determination of management and the
Classification Committee, the overall level of the allowance is periodically adjusted to account
for the inherent and specific risks within the entire portfolio. Based on the Classification
Committees review of the classified loans and the overall allowance levels as they relate to the
entire loan portfolio at March 31, 2010, December 31, 2009 and March 31, 2009, the Company
determined the allowance for loan losses to be adequate.
The following table sets forth changes in the allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Year Ended |
|
(In thousands) |
|
March 31, 2010 |
|
|
March 31, 2009 |
|
|
December 31, 2009 |
|
Beginning balance |
|
$ |
6,045 |
|
|
$ |
3,953 |
|
|
$ |
3,953 |
|
Provision for loan loss |
|
|
1,300 |
|
|
|
900 |
|
|
|
4,150 |
|
Net charge-offs |
|
|
(313 |
) |
|
|
(293 |
) |
|
|
(2,058 |
) |
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
7,032 |
|
|
$ |
4,560 |
|
|
$ |
6,045 |
|
|
|
|
|
|
|
|
|
|
|
9. EMPLOYEE BENEFITS
The Bank maintains a noncontributory pension plan through the New York State Bankers Association
Retirement System covering all eligible employees.
The Bridgehampton National Bank Supplemental Executive Retirement Plan (SERP) provides benefits
to certain employees, as recommended by the Compensation Committee of the Board of Directors and
approved by the full Board of Directors, whose benefits
under the Pension Plan are limited by the applicable provisions of the Internal Revenue Code. The
benefit under the SERP is equal to the additional amount the employee would be entitled to under
the Pension Plan and the 401(k) Plan in the absence of such Internal
13
Revenue Code limitations. The assets of the SERP are held in a rabbi trust to maintain the
tax-deferred status of the plan and are subject to the general, unsecured creditors of the Company.
As a result, the assets of the trust are reflected on the Consolidated Balance Sheets of the
Company. The effective date of the SERP was January 1, 2001.
The Company made a $122,243 contribution to the pension plan during the three months ended March
31, 2010. There were no contributions made to the SERP during the three months ended March 31,
2010.
The Companys funding policy with respect to its benefit plans is to contribute at least the
minimum amounts required by applicable laws and regulations.
The following table sets forth the components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
Pension Benefits | |
|
SERP Benefits |
|
(In thousands) |
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
190 |
|
|
$ |
119 |
|
|
$ |
24 |
|
|
$ |
40 |
|
Interest cost |
|
|
107 |
|
|
|
78 |
|
|
|
15 |
|
|
|
15 |
|
Expected return on plan assets |
|
|
(168 |
) |
|
|
(127 |
) |
|
|
|
|
|
|
|
|
Amortization of net loss |
|
|
26 |
|
|
|
22 |
|
|
|
|
|
|
|
3 |
|
Amortization of unrecognized prior service cost |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Amortization of unrecognized transition
(asset) obligation |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
| |
|
| |
|
| |
Net periodic benefit cost |
|
$ |
157 |
|
|
$ |
94 |
|
|
$ |
46 |
|
|
$ |
65 |
|
|
|
| |
|
| |
|
| |
|
| |
10. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
At March 31, 2010, March 31, 2009 and December 31, 2009 securities sold under agreements to
repurchase totaled $16.5 million, $15.0 million and $15.0 million respectively and were secured by
U.S. GSE, mortgage-backed securities and collateralized mortgage obligations with a carrying amount
of $21.5 million, $22.6 million and $22.2 million, respectively.
Securities sold under agreements to repurchase are financing arrangements with $1.5 million
maturing during the second quarter of 2010, $5.0 million maturing during the first quarter of 2013
and $10.0 million maturing during the first quarter of 2015. At maturity, the securities
underlying the agreements are returned to the Company.
Information concerning the securities sold under agreements to repurchase is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the year ended |
|
(Dollars in thousands) |
|
|
March 31, 2010 |
|
|
|
March 31, 2009 |
|
|
|
December 31, 2009 |
|
Average daily balance |
|
$ |
15,525 |
|
|
$ |
15,000 |
|
|
$ |
15,000 |
|
Average interest rate |
|
|
2.80 |
% |
|
|
2.35 |
% |
|
|
2.35 |
% |
Maximum month-end balance |
|
$ |
16,535 |
|
|
$ |
15,000 |
|
|
$ |
15,000 |
|
Weighted average interest rate |
|
|
3.23 |
% |
|
|
2.35 |
% |
|
|
2.35 |
% |
11. JUNIOR SUBORDINATED DEBENTURES
In December 2009, the Company completed the private placement of $16.0 million in aggregate
liquidation amount of 8.50% cumulative convertible trust preferred securities (the TPS), through
its wholly-owned subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount
of $1,000 per security and are convertible into our common stock, at an effective conversion price
of $31 per share. The TPS mature in 30 years but are callable by the Company at par any time after
September 30, 2014.
The Company issued $16.0 million of junior subordinated debentures (the Debentures) to the trust
in exchange for ownership of all of the common security of the trust and the proceeds of the
preferred securities sold by the trust. In accordance with current accounting guidance, the trust
is not consolidated in the Companys financial statements, but rather the Debentures are shown as a
liability. The Debentures bear interest at a fixed rate equal to 8.50% and mature on December 31,
2039. Consistent with regulatory
14
requirements, the interest payments may be deferred for up to 5 years, and are cumulative. The
Debentures have the same prepayment provisions as the TPS. As of March 31, 2010 the outstanding
balance of the Debentures is $16.0 million.
The Debentures may be included in Tier I capital (with certain limitations applicable) under
current regulatory guidelines and interpretations.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Private Securities Litigation Reform Act Safe Harbor Statement
This report may contain statements relating to the future results of the Company (including certain
projections and business trends) that are considered forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995 (the PSLRA). Such forward-looking statements,
in addition to historical information, which involve risk and uncertainties, are based on the
beliefs, assumptions and expectations of management of the Company. Words such as expects,
believes, should, plans, anticipates, will, potential, could, intend, may,
outlook, predict, project, would, estimates, assumes, likely, and variations of such
similar expressions are intended to identify such forward-looking statements. Examples of
forward-looking statements include, but are not limited to, possible or assumed estimates with
respect to the financial condition, expected or anticipated revenue, and results of operations and
business of the Company, including earnings growth; revenue growth in retail banking, lending and
other areas; origination volume in the Companys consumer, commercial and other lending businesses;
current and future capital management programs; non-interest income levels, including fees from the
abstract subsidiary and banking services as well as product sales; tangible capital generation;
market share; expense levels; and other business operations and strategies. For this presentation,
the Company claims the protection of the safe harbor for forward-looking statements contained in
the PSLRA.
Factors that could cause future results to vary from current management expectations include, but
are not limited to: changes in economic conditions including an economic recession that could
affect the value of real estate collateral and the ability for borrowers to repay their loans;
legislative and regulatory changes, including increases in FDIC insurance rates; monetary and
fiscal policies of the federal government; changes in tax policies, rates and regulations of
federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of
funds; demand for loan products and other financial services; competition; changes in the quality
and composition of the Banks loan and investment portfolios; changes in managements business
strategies; changes in accounting principles, policies or guidelines; changes in real estate values
and other factors discussed elsewhere in this report, factors set forth under Item 1A., Risk
Factors, in our Annual Report on Form 10-K for the year ended December 31, 2009 and in quarterly
and other reports filed by the Company with the Securities and Exchange Commission. The
forward-looking statements are made as of the date of this report, and the Company assumes no
obligation to update the forward-looking statements or to update the reasons why actual results
could differ from those projected in the forward-looking statements.
Overview
Who We Are and How We Generate Income
Bridge Bancorp, Inc. (the Company), a New York corporation, is a bank holding company formed in
1989. On a parent-only basis, the Company has had minimal results of operations. The Company is
dependent on dividends from its wholly owned subsidiary, The Bridgehampton National Bank (the
Bank), its own earnings, additional capital raised, and borrowings as sources of funds. The
information in this report reflects principally the financial condition and results of operations
of the Bank. The Banks results of operations are primarily dependent on its net interest income,
which is mainly the difference between interest income on loans and investments and interest
expense on deposits and borrowings. The Bank also generates non interest income, such as fee
income on deposit accounts and merchant credit and debit card processing programs, income from its
title abstract subsidiary, and net gains on sales of securities and loans. The level of its non
interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and
administrative expenses, expenses from its title insurance subsidiary, and income tax expense,
further affects the Banks net income. Certain reclassifications have been made to prior year
amounts and the related discussion and analysis to conform to the current year presentation.
Quarterly Highlights
|
|
Net income of $2.1 million or $.34 per diluted share as compared to net income of $2.2
million or $.36 per diluted share for the first quarter in 2009. |
|
|
|
Returns on average assets and equity of 0.95% and 14.96%, respectively. |
|
|
|
Net interest income decreased to $8.8 million for the first quarter of 2010 compared to
$9.1 million in 2009. |
15
|
|
A net interest margin of 4.34% for the first quarter of 2010 compared to 5.00% for 2009. |
|
|
|
Recognized a gain on the sale of securities totaling $0.9 million for the first quarter of
2010. |
|
|
|
Total loans at March 31, 2010 of $456.0 million, an increase of $7.9 million or 1.8% over
December 31, 2009 and an increase of $14.7 million or 3.3% over March 31, 2009. |
|
|
|
Total assets of $923.1 million at March 31, 2010, an increase of $25.9 million or 2.9%
compared to December 31, 2009 and an increase of $110.2 million or 13.6% compared to March 31,
2009. |
|
|
|
Deposits of $807.2 million, an increase of $13.7 million or 1.7% over December 31, 2009 and
an increase of $101.3 million or 14.4% compared to March 31, 2009 levels. |
|
|
|
Increased Allowance for Loan Loss as a percentage to Loans to 1.54% as of March 31, 2010
compared to 1.35% at December 31, 2009 and 1.03% at March 31, 2009. |
|
|
|
Tier 1 Capital increased $20.2 million to $75.4 million as of March 31, 2010 compared to
March 31, 2009. |
|
|
|
The declaration of a cash dividend of $0.23 per share for the first quarter of 2010. |
Principal Products and Services and Locations of Operations
The Bank operates seventeen branches on eastern Long Island. Federally chartered in 1910, the Bank
was founded by local farmers and merchants. For the past century, the Bank has maintained its
focus on building customer relationships in this market area. The mission of the Company is to
grow through the provision of exceptional service to its customers, its employees, and the
community. The Company strives to achieve excellence in financial performance and build long term
shareholder value. The Bank engages in full service commercial and consumer banking business,
including accepting time, savings and demand deposits from the consumers, businesses and local
municipalities surrounding its branch offices. These deposits, together with funds generated from
operations and borrowings, are invested primarily in: (1) commercial real estate loans; (2) home
equity loans; (3) construction loans; (4) residential mortgage loans; (5) secured and unsecured
commercial and consumer loans; (6) FHLB, FNMA, GNMA and FHLMC mortgage-backed securities and
collateralized mortgage obligations; (7) New York State and local municipal obligations; and (8)
U.S. government sponsored entity (U.S. GSE) securities. The Bank also offers the CDARS program,
providing up to $50.0 million of FDIC insurance to its customers. In addition, the Bank offers
merchant credit and debit card processing, automated teller machines, cash management services,
lockbox processing, online banking services, remote deposit capture, safe deposit boxes, individual
retirement accounts and investment services through Bridge Investment Services, offering a full
range of investment products and services through a third party broker dealer. Through its title
insurance abstract subsidiary, the Bank acts as a broker for title insurance services. The Banks
customer base is comprised principally of small businesses, municipal relationships and consumer
relationships.
Significant Events
On February 27, 2009, the FDIC issued a final rule, effective April 1, 2009, to change the way that
the FDICs assessment system differentiates for risk and to set new assessment rates beginning with
the second quarter of 2009. In May 2009, the FDIC issued a final rule to impose an emergency
special assessment of 5 basis points on all banks based on their total assets less tier one capital
as of June 30, 2009. The special assessment was payable on September 30, 2009. During the second
quarter of 2009, the Company recorded an expense of $375,000 related to the FDIC special
assessment. In November 2009, the FDIC issued a final rule that required insured institutions to
prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all
of 2010, 2011 and 2012. The FDIC also adopted a uniform 3 basis point increase in assessment rates
effective on January 1, 2011. The Companys prepayment of FDIC assessments for 2010, 2011 and 2012
was made on December 31, 2009 totaling $3.8 million which will be amortized to expense over three
years.
On January 12, 2010, the FDIC approved an advance notice of proposed rulemaking that requested
feedback from the public on whether employee compensation plans pose risks that should be reflected
in the deposit insurance assessment program. The FDIC is concerned that certain compensation
structures may encourage risk taking that can result in losses in the financial system.
On April 13, 2010, the FDIC approved an interim rule that extends the Transaction Account Guarantee
Program which offers unlimited deposit insurance on non-interest bearing accounts until December
31, 2010.
16
Opportunities and Challenges
The economic and competitive landscape has changed dramatically over the past two
years. Recognizing that our market areas are generally affluent, large money center banks
increasingly meet their funding needs by aggressively pricing deposits in the Banks
markets. Competition for deposits and loans is intense as various banks in the marketplace, large
and small, promise excellent service yet often price their products aggressively. Deposit growth
is essential to the Banks ability to increase earnings; therefore branch expansion and building
share in our existing markets remain key strategic goals. Controlling funding costs yet protecting
the deposit base along with focusing on profitable growth, presents a unique set of challenges in
this operating environment.
Since the second half of 2007 and continuing through 2009, the financial markets experienced
significant volatility resulting from the continued fallout of sub-prime lending and the global
liquidity crises. A multitude of government initiatives along with eight rate cuts by the Federal
Reserve totaling 500 basis points have been designed to improve liquidity for the distressed
financial markets. The ultimate objective of these efforts has been to help the beleaguered
consumer, and reduce the potential surge of residential mortgage loan foreclosures and stabilize
the banking system. Despite these actions, many of our competitors, due to liquidity concerns, have
not yet fully adjusted their deposit pricing. This contrasts with the impact on assets where yields
on loans and securities have declined. The squeeze between declining asset yields and more slowly
declining liability pricing has impacted margins. Effective as of February 19, 2010, the Federal
Reserve increased the discount rate 50 basis points to 0.75%. The Federal Reserve stated that this
rate change was intended to normalize their lending facility and to step away from emergency
lending to banks. On April 28, 2010, the Federal Reserve decided to maintain the federal funds
target rate between 0 and 25 basis points due to the continued high level of unemployment and tight
credit markets.
Growth and service strategies have the potential to offset the tighter net interest margin with
volume as the customer base grows through expanding the Banks footprint, while maintaining and
developing existing relationships. Since 2007, the Bank has opened five new branches. In January
2007, the Bank opened a new branch in the Village of Southampton; in February 2007, in Cutchogue;
and in September 2007, in Wading River. In April 2009, the Bank opened a new branch in Shirley, New
York, and in December 2009, the Bank opened a new full service branch facility in the Village of
East Hampton. On May 3, 2010 the Bank opened a new branch in Center Moriches. The opening of the
branch facilities in Wading River, Shirley and Center Moriches move the Bank geographically
westward and demonstrate our commitment to traditional growth through branch expansion.
In November 2008, the Bank received approval from the Office of the Comptroller of the Currency
(OCC) to open a new branch facility in Deer Park, New York. In March 2010, the Bank received
approval from the OCC to open a new branch in Patchogue, New York, and to relocate its branch at 26
Park Place, East Hampton, New York to 55 Main Street, East Hampton, New York. The Deer Park,
Patchogue and East Hampton branch locations are expected to open during the second half of 2010.
The Bank routinely adds to its menu of products and services, continually meeting the needs of
consumers and businesses. We believe positive outcomes in the future will result from the expansion
of our geographic footprint, investments in infrastructure and technology, such as BridgeNEXUS, our
remote deposit capture product, lockbox processing, and continued focus on placing our customers
first. In January 2009, the Bank launched Bridge Investment Services, offering a full range of
investment products and services through a third party broker dealer. The Bank rolled out its new
commercial online bill paying service during the first quarter of 2010, and plans to roll out its
new mobile banking product during the second half of 2010.
During the first quarter of 2010, our customers have indicated that they are, in general, in better
shape than they were a year ago. They are seeing more prospective customers, opportunities for
work and, as a result, are more optimistic. Theyve managed their businesses during a difficult
cycle, making the tough choices necessary to survive and succeed. Management considers this market
intelligence as it looks at prospects and believes its liquidity and additional capital provide
opportunities for the Bank to participate in the budding economic recovery. Nevertheless,
management remains concerned regarding the macro economic issues, including real estate values, the
lack of job creation and the stubbornly high unemployment rate. These factors bear watching and
will be important considerations as management looks at business plans and loan requests.
The activity during the first quarter of 2010, relating to liquidity deployment, security portfolio
management and reserves reflect a cautiously optimistic view of market opportunities. Although
actual loan growth has been minimal, inquiries from customers have increased which may translate
into future loan activity. The investment activities are consistent with a strategy of managing for
the eventuality of higher interest rates. Finally, the additional provisions for loan losses
increased our coverage ratio of the allowance to loans. Management believes given the economic and
regulatory environment, these actions were prudent. The ability to navigate this demanding economic
environment represents one of managements greatest challenges. Management is in continuous
dialogue with customers assessing the impact of local and national developments on their businesses
and finances, and working with borrowers, who despite short term issues, want to honor their
commitments and obligations. Management is also watching industry trends to identify the concerns
of regulators.
17
Corporate objectives for 2010 include: leveraging our expanding branch network to build customer
relationships and grow loans and deposits; focusing on opportunities and processes that continue to
enhance the customer experience at the Bank; improving operational efficiencies and prudent
management of non-interest expense; and maximizing non-interest income through Bridge Abstract as
well as other lines of business. The ability to attract, retain, train and cultivate employees at
all levels of the Company remains significant to meeting these objectives. The Company has made
great progress toward the achievement of these objectives, and avoided many of the problems facing
other financial institutions as a result of maintaining discipline in its underwriting, expansion
strategies, investing and general business practices. This strategy has not changed over the 100
years of our existence and will continue to be true. The Company has capitalized on opportunities
presented by the market in 2009 and continues during 2010 to diligently seek opportunities for
growth and to strengthen the franchise. The Company recognizes the potential risks of the current
economic environment and will monitor the impact of market events as we consider growth initiatives
and evaluate loans and investments. Management and the Board have built a solid foundation for
growth and the Company is positioned to adapt to anticipated changes in the industry resulting from
new regulations and legislative initiatives.
Critical Accounting Policies
Allowance for Loan Losses
Management considers the accounting policy on the allowance for loan losses to be the most critical
and requires complex management judgment as discussed below. The judgments made regarding the
allowance for loan losses can have a material effect on the results of operations of the Company.
The allowance for loan losses is established and maintained through a provision for loan losses
based on probable incurred losses inherent in the Banks loan portfolio. Management evaluates the
adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual
valuation allowances and loan pool valuation allowances. If the allowance for loan losses is not
sufficient to cover actual loan losses, the Companys earnings could decrease.
The Bank monitors its entire loan portfolio on a regular basis, with consideration given to
detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss
experience, current economic conditions, and various types of concentrations of credit. Additions
to the allowance are charged to expense and realized losses, net of recoveries, are charged to the
allowance.
Individual valuation allowances are established in connection with specific loan reviews and the
asset classification process including the procedures for impairment testing under FASB Accounting
Standard Codification (ASC) No. 310, Receivables, Such valuation, which includes a review of
loans for which full collectibility in accordance with contractual terms is not reasonably assured,
considers the estimated fair value of the underlying collateral less the costs to sell, if any, or
the present value of expected future cash flows, or the loans observable market value. Any
shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to
our policy, loan losses must be charged-off in the period the loans, or portions thereof, are
deemed uncollectible. Assumptions and judgments by management, in conjunction with outside sources,
are used to determine whether full collectibility of a loan is not reasonably assured. These
assumptions and judgments also are used to determine the estimates of the fair value of the
underlying collateral or the present value of expected future cash flows or the loans observable
market value. Individual valuation allowances could differ materially as a result of changes in
these assumptions and judgments. Individual loan analyses are periodically performed on specific
loans considered impaired. The results of the individual valuation allowances are aggregated and
included in the overall allowance for loan losses.
Loan pool valuation allowances represent loss allowances that have been established to recognize
the inherent risks associated with our lending activities, but which, unlike individual allowances,
have not been allocated to particular problem assets. Pool evaluations are broken down as follows:
first, loans with homogenous characteristics are pooled by loan type and include home equity loans,
residential mortgages, land loans and consumer loans. Then all remaining loans are segregated into
pools based upon the risk rating of each credit. Key factors in determining a credits risk rating
include managements evaluation of: cash flow, collateral, guarantor support, financial
disclosures, industry trends and strength of borrowers management. The determination of the
adequacy of the valuation allowance is a process that takes into consideration a variety of
factors. The Bank has developed a range of valuation allowances necessary to adequately provide for
probable incurred losses inherent in each pool of loans. Management considers its own charge-off
history, delinquency status, collateral, loan concentrations along with the growth in the portfolio
as well as the Banks credit administration and asset management philosophies and procedures when
determining the allowances for each pool. In addition, management evaluates and considers the
impact that economic and market conditions may have on the portfolio as well as known and inherent
risks in the portfolio. Finally, management evaluates and considers the allowance ratios and
coverage percentages of both peer group and regulatory agency data. These evaluations are
inherently subjective because, even though they are based on objective data, it is managements
interpretation of that data that determines the amount of the appropriate allowance. If the
evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover
losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses.
18
The Classification Committee is comprised of members of both management and the Board of Directors.
The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed
appropriate by the Classification Committee, based on its risk assessment of the entire portfolio.
Based on the Classification Committees review of the classified loans and the overall allowance
levels as they relate to the entire loan portfolio at March 31, 2010, management believes the
allowance for loan losses has been established at levels sufficient to cover the probable incurred
losses in the Banks loan portfolio. Future additions or reductions to the allowance may be
necessary based on changes in economic, market or other conditions. Changes in estimates could
result in a material change in the allowance. In addition, various regulatory agencies, as an
integral part of the examination process, periodically review the allowance for loan losses. Such
agencies may require the Bank to recognize adjustments to the allowance based on their judgments of
the information available to them at the time of their examination.
Net Income
Net income for the three months ended March 31, 2010 was $2.1 million or $0.34 per diluted share as
compared to $2.2 million or $0.36 per diluted share for the same period in 2009. Changes for the
three months ended March 31, 2010 compared to March 31, 2009 include: (i) $0.3 million or 2.8%
decrease in net interest income; (ii) $1.0 million or 86.8% increase in total non interest income
as a result of net securities gains of $0.9 million, higher fees for other customer services and
higher title insurance revenues; (iii) $0.5 million or 8.4% increase in total non interest
expenses, primarily due to a $0.2 million increase in salaries and employee benefits related to
increased staffing and related benefits, a $0.3 million increase in net occupancy expenses,
furniture & fixtures and other operating expenses primarily related to the new branches and
marketing expenses for the 100th year anniversary of the Bank. In addition, a provision
for loan losses of $1.3 million was recorded this quarter due to the continued growth of our loan
portfolio as well as our assessment of risk factors considering the continued weak economic
environment and overall industry trends. A provision for loan losses of $0.9 million was recorded
during the first quarter of 2009. The effective income tax rate was 32.0% for the quarter ended
March 31, 2010 compared to 32.5% for the same period last year.
Analysis of Net Interest Income
Net interest income, the primary contributor to earnings, represents the difference between income
on interest earning assets and expenses on interest bearing liabilities. Net interest income
depends upon the volume of interest earning assets and interest bearing liabilities and the
interest rates earned or paid on them.
The following tables set forth certain information relating to the Companys average consolidated
balance sheets and its consolidated statements of income for the periods indicated and reflect the
average yield on assets and average cost of liabilities for the periods indicated. Such yields and
costs are derived by dividing income or expense by the average balance of assets or liabilities,
respectively, for the periods shown. Average balances are derived from daily average balances and
include nonaccrual loans. The yields and costs include fees, which are considered adjustments to
yields. Interest on nonaccrual loans has been included only to the extent reflected in the
consolidated statements of income. For purposes of this table, the average balances for
investments in debt and equity securities exclude unrealized appreciation/depreciation due to the
application of FASB ASC 320, Investments - Debt and Equity Securities.
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2010 |
|
|
2009 |
|
(In thousands) |
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Average |
|
|
|
|
|
|
Yield/ |
|
|
Average |
|
|
|
|
|
|
Yield/ |
|
|
|
Balance |
|
|
Interest |
|
|
Cost |
|
|
Balance |
|
|
Interest |
|
|
Cost |
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net (including loan fee income) |
|
$ |
446,147 |
|
|
$ |
7,282 |
|
|
|
6.62 |
% |
|
$ |
429,164 |
|
|
$ |
7,220 |
|
|
|
6.82 |
% |
Mortgage-backed securities |
|
|
231,851 |
|
|
|
2,529 |
|
|
|
4.42 |
|
|
|
242,933 |
|
|
|
3,038 |
|
|
|
5.07 |
|
Tax exempt securities (1) |
|
|
94,648 |
|
|
|
876 |
|
|
|
3.75 |
|
|
|
70,063 |
|
|
|
865 |
|
|
|
5.01 |
|
Taxable securities |
|
|
61,116 |
|
|
|
403 |
|
|
|
2.67 |
|
|
|
15,866 |
|
|
|
200 |
|
|
|
5.11 |
|
Federal funds sold |
|
|
7,059 |
|
|
|
5 |
|
|
|
0.29 |
|
|
|
1,450 |
|
|
|
1 |
|
|
|
0.28 |
|
Deposits with banks |
|
|
13,118 |
|
|
|
9 |
|
|
|
0.28 |
|
|
|
2,429 |
|
|
|
1 |
|
|
|
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets |
|
|
853,939 |
|
|
|
11,104 |
|
|
|
5.27 |
|
|
|
761,905 |
|
|
|
11,325 |
|
|
|
6.03 |
|
Non interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
15,066 |
|
|
|
|
|
|
|
|
|
|
|
13,744 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
35,701 |
|
|
|
|
|
|
|
|
|
|
|
28,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
904,706 |
|
|
|
|
|
|
|
|
|
|
$ |
803,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW and
money market deposits |
|
$ |
455,711 |
|
|
$ |
874 |
|
|
|
0.78 |
% |
|
$ |
367,420 |
|
|
$ |
977 |
|
|
|
1.08 |
% |
Certificates of deposit of $100,000 or more |
|
|
71,339 |
|
|
|
339 |
|
|
|
1.93 |
|
|
|
80,069 |
|
|
|
482 |
|
|
|
2.44 |
|
Other time deposits |
|
|
66,831 |
|
|
|
305 |
|
|
|
1.85 |
|
|
|
60,003 |
|
|
|
360 |
|
|
|
2.43 |
|
Federal funds purchased and
repurchase agreements |
|
|
16,314 |
|
|
|
108 |
|
|
|
2.68 |
|
|
|
52,739 |
|
|
|
120 |
|
|
|
0.92 |
|
Federal Home Loan Bank term advances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
333 |
|
|
|
1 |
|
|
|
1.22 |
|
Junior Subordinated Debentures |
|
|
16,002 |
|
|
|
341 |
|
|
|
8.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
626,197 |
|
|
|
1,967 |
|
|
|
1.27 |
|
|
|
560,564 |
|
|
|
1,940 |
|
|
|
1.40 |
|
Non interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
214,629 |
|
|
|
|
|
|
|
|
|
|
|
183,203 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
6,154 |
|
|
|
|
|
|
|
|
|
|
|
4,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
846,980 |
|
|
|
|
|
|
|
|
|
|
|
748,260 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
57,726 |
|
|
|
|
|
|
|
|
|
|
|
55,641 |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
904,706 |
|
|
|
|
|
|
|
|
|
|
$ |
803,901 |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest
income/interest rate spread (2) |
|
|
|
|
|
|
9,137 |
|
|
|
4.00 |
% |
|
|
|
|
|
|
9,385 |
|
|
|
4.63 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest earning assets/net interest margin (3) |
|
$ |
227,742 |
|
|
|
|
|
|
|
4.34 |
% |
|
$ |
201,341 |
|
|
|
|
|
|
|
5.00 |
% |
|
|
| |
|
|
|
|
|
| |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of
interest earning assets to
interest bearing liabilities |
|
|
|
|
|
|
|
|
|
|
136.37 |
% |
|
|
|
|
|
|
|
|
|
|
135.92 |
% |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Tax equivalent adjustment |
|
|
|
|
|
|
(306 |
) |
|
|
|
|
|
|
|
|
|
|
(302 |
) |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
8,831 |
|
|
|
|
|
|
|
|
|
|
$ |
9,083 |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
(1) |
|
The above table is presented on a tax equivalent basis. |
|
(2) |
|
Net interest rate spread represents the difference between the yield on average interest
earning assets and the cost of average interest bearing liabilities. |
|
(3) |
|
Net interest margin represents net interest income divided by average interest earning
assets. |
20
Rate/Volume Analysis
Net interest income can be analyzed in terms of the impact of changes in rates and volumes. The
following table illustrates the extent to which changes in interest rates and in the volume of
average interest earning assets and interest bearing liabilities have affected the Banks interest
income and interest expense during the periods indicated. Information is provided in each category
with respect to (i) changes attributable to changes in volume (changes in volume multiplied by
prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior
volume); and (iii) the net changes. For purposes of this table, changes which are not due solely
to volume or rate changes have been allocated to these categories based on the respective
percentage changes in average volume and rate. Due to the numerous simultaneous volume and rate
changes during the periods analyzed, it is not possible to precisely allocate changes between
volume and rates. In addition, average earning assets include nonaccrual loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2010 Over 2009 |
|
|
Changes Due To |
|
(In thousands) |
|
Volume |
|
|
Rate |
|
|
Net Change |
|
Interest income on interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net (including loan fee income) |
|
$ |
1,023 |
|
|
$ |
(961 |
) |
|
$ |
62 |
|
Mortgage-backed securities |
|
|
(134 |
) |
|
|
(375 |
) |
|
|
(509 |
) |
Tax exempt securities (1) |
|
|
1,034 |
|
|
|
(1,023 |
) |
|
|
11 |
|
Taxable securities |
|
|
836 |
|
|
|
(633 |
) |
|
|
203 |
|
Federal funds sold |
|
|
4 |
|
|
|
|
|
|
|
4 |
|
Deposits with banks |
|
|
7 |
|
|
|
1 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets |
|
|
2,770 |
|
|
|
(2,991 |
) |
|
|
(221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW and money market deposits |
|
|
978 |
|
|
|
(1,081 |
) |
|
|
(103 |
) |
Certificates of deposit of $100,000 or more |
|
|
(49 |
) |
|
|
(94 |
) |
|
|
(143 |
) |
Other time deposits |
|
|
207 |
|
|
|
(262 |
) |
|
|
(55 |
) |
Federal funds purchased and repurchase agreements |
|
|
(496 |
) |
|
|
484 |
|
|
|
(12 |
) |
Federal Home Loan Bank Advances |
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
Junior subordinated debentures |
|
|
341 |
|
|
|
|
|
|
|
341 |
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
980 |
|
|
|
(953 |
) |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
1,790 |
|
|
$ |
(2,038 |
) |
|
$ |
(248 |
) |
|
|
|
|
|
|
|
|
|
|
(1) The above table is presented on a tax equivalent basis.
Analysis of Net Interest Income for the Three Months ended March 31, 2010 and March 31, 2009
Net interest income was $8.8 million for the three months ended March 31, 2010 compared to $9.1
million for the same period in 2009, a decrease of $0.3 million or 2.8%. Net interest margin
declined to 4.34% for the quarter ended March 31, 2010 as compared to 5.00% for the quarter ended
March 31, 2009. This decrease was primarily the result of the decrease in the yield on average
total interest earning assets being greater than the decrease in the cost of the average total
interest bearing liabilities. The yield on interest earning assets decreased approximately 76
basis points which was partly offset by the cost of interest bearing liabilities decreasing
approximately 13 basis points during the first quarter of 2010 compared to 2009.
For the three months ended March 31, 2010, average loans grew by $17.0 million or 4.0% to $446.1
million as compared to $429.2 million for the same period in 2009. This growth was primarily
related to Commercial loans. The Bank remains committed to growing loans with prudent
underwriting, sensible pricing and limited credit and extension risk.
For the three months ended March 31, 2010, average total investments increased by $58.8 million or
17.9% to $387.6 million as compared to $328.9 million for the three months ended March 31, 2009.
To position the balance sheet for the future and better manage liquidity and interest rate risk, a
portion of the available for sale investment securities portfolio was sold during the first quarter
of 2010 resulting in a net gain of $0.9 million. Average federal funds sold increased $5.6 million
to $7.1 million for the three months ended March 31, 2010 from $1.5 million in 2009. The increase
in the average federal funds sold for the three months ended March 31, 2010 was primarily due to
growth in the average deposits.
21
Average total interest bearing liabilities totaled $626.2 million for the three months ended March
31, 2010 compared to $560.6 million for the same period in 2009. The Bank grew deposits as a
result of opening two new branches during 2009 and building new relationships in existing markets.
During the fourth quarter of 2009, the Company completed the private placement of $16.0 million in
aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the
TPS), through its subsidiary, Bridge Statutory Capital Trust II. The Company issued $16.0 million
of junior subordinated debentures (the Debentures) to the trust in exchange for ownership of all
of the common security of the trust and the proceeds of the preferred securities sold by the trust.
The junior subordinated debentures bear interest at a fixed rate equal to 8.50% and mature on
December 31, 2039. Since March 31, 2009, the Bank reduced interest rates on deposit products
through the prudent management of deposit pricing. The reduction in deposit rates along with lower
borrowing costs resulted in a decrease in the cost of interest bearing liabilities from 1.40% for
the three months ended March 31, 2010 to 1.27% for the same period in 2009. Since the Companys
interest bearing liabilities generally reprice or mature more quickly than its interest earning
assets, an increase in short term interest rates initially results in a decrease in net interest
income. Additionally, the large percentages of deposits in money market accounts reprice at short
term market rates making the balance sheet more liability sensitive.
For the three months ended March 31, 2010, average total deposits increased by $117.8 million or
17.1% to $808.5 million as compared to average total deposits of $690.7 million for the same period
in 2009. Components of this increase include an increase in average balances in savings, NOW and
money market accounts of $88.3 million or 24.0% to $455.7 million for the three months ended March
31, 2010 compared to $367.4 million for the same period last year. Average balances in
certificates of deposit of $100,000 or more and other time deposits decreased $1.9 million or 1.4%
to $138.2 million for 2010 as compared to 2009. Average public fund deposits comprised 21.8% of
total average deposits during the three months ended March 31, 2010, and 22.3% of total average
deposits for the same period in 2009. Average federal funds purchased and repurchase agreements
decreased $36.4 million to $16.3 million for the three months ended March 31, 2010 as compared to
$52.7 million for the same period in the prior year. Federal Home Loan Bank term advances were
zero for the three months ended March 31, 2010 compared to an average balance of $0.3 million for
the same period in 2009.
Total interest income decreased $0.2 million or 2.0% to $10.8 million for the three months ended
March 31, 2010 from $11.0 million for the same period in 2009. Interest income on loans increased
$0.1 million or 0.9% to $7.3 million in 2010 compared to $7.2 million in 2009 primarily due to
growth in the loan portfolio partially offset by a decrease in yield on average loans. The yield on
average loans was 6.6% for 2010 as compared to 6.8% in 2009.
Interest income on investments in mortgage-backed, taxable and tax exempt securities decreased $0.3
million to $3.5 million for the three months ended March 31, 2010 compared to $3.8 million for the
same period in 2009. Interest income on securities included net amortization of premium of
$284,000 in the 2010 period compared to net accretion of discounts of $9,000 for the same period in
2009. The tax adjusted average yield on total securities decreased to 4.0% in 2010 from 5.1% in
2009.
Interest expense increased $0.1 million or 1.4% to $2.0 million for the three months ended March
31, 2010 compared to $1.9 million for the same period in 2009. The increase in interest expense in
2010 resulted from the interest paid related to $16.0 million of junior subordinated debentures
which was partly offset by prudent management of deposit pricing.
Provision and Allowance for Loan Losses
The Banks loan portfolio consists primarily of real estate loans secured by commercial and
residential real estate properties located in the Banks principal lending area on eastern Long
Island. The interest rates charged by the Bank on loans are affected primarily by the demand for
such loans, the supply of money available for lending purposes, the rates offered by its
competitors, the Banks relationship with the customer and the related credit risks of the
transaction. These factors are affected by general and economic conditions including, but not
limited to, monetary policies of the federal government, including the Federal Reserve Board,
legislative policies and governmental budgetary matters.
Loans of approximately $39.0 million or 8.6% of total loans at March 31, 2010 were classified as
potential problem loans compared to $31.7 million or 7.1% at December 31, 2009 and $18.4 million or
4.2% at March 31, 2009. These loans are classified as potential problem loans as management has
information that indicates the borrower may not be able to comply with the present repayment terms.
These loans are subject to increased management attention and their classification is reviewed on
at least a quarterly basis. The increase in the 2010 level of potential problem loans reflects the
current economic environment, the early identification of potential problem loans, a stringent
assessment of potential credit weaknesses and an in depth review of individual credits. At March
31, 2010, approximately $36.3 million of these loans are commercial real estate (CRE) loans which
are current and well secured with real estate as collateral. In addition, all but $2.1 million of
the CRE loans have personal guarantees. The remaining $2.7 million in classified loans are
unsecured and current, have personal guarantees and demonstrate sufficient cash flow to pay the
loans. Due to the structure and nature of the credits, we do not expect to sustain a material loss
on these relationships.
22
CRE loans represented $215.7 million or 47.4% of the total loan portfolio at March 31, 2010
compared to $211.6 million or 47.2% at December 31, 2009 and $206.4 million or 46.8% at March 31,
2009. The Banks underwriting standards for CRE loans requires an evaluation of the cash flow of
the property, the overall cash flow of the borrower and related guarantors as well as the value of
the real estate securing the loan. In addition, the Banks underwriting standards for CRE loans are
consistent with regulatory requirements with original loan to value ratios less than or equal to
75%. The Bank considers delinquency trends, cash flow analysis, and the impact of the local
economy on commercial real estate values when evaluating the appropriate level of the allowance for
loan losses. Real estate values in our geographic markets increased significantly from 2000
through 2007. Commencing in 2008, following the financial crisis and significant downturn in the
economy, real estate values began to decline. This decline continued into 2009 and appears to have
stabilized in the fourth quarter of 2009. The estimated decline in residential and commercial real
estate values range from 15-20% from the 2007 levels, depending on the nature and location of the
real estate.
As of March 31, 2010 and December 31, 2009, the Company had impaired loans as defined by FASB ASC
No. 310, Receivables of $9.1 million. For a loan to be considered impaired, management determines
after review whether it is probable that the Bank will not be able to collect all amounts due
according to the contractual terms of the loan agreement. Additionally management applies its
normal loan review procedures in making these judgments. Impaired loans include individually
classified nonaccrual loans and troubled debt restructured (TDR) loans. For impaired and TDR
loans, the Bank evaluates the fair value of the loan in accordance with FASB ASC 310-10-35-22. For
loans that are collateral dependent, the fair value of the collateral is used to determine the fair
value of the loan. The fair value of the collateral is determined based upon recent appraised
values. For unsecured loans, the fair value is determined based on the present value of expected
future cash flows discounted at the loans effective interest rate. The fair value of the loan is
compared to the carrying value to determine if any write-down or specific loan loss allowance
allocation is required. These methods of fair value measurement for impaired and TDR loans are
considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5.
Nonaccrual loans were $5.9 million or 1.28% of total loans at March 31, 2010 and were $5.9 million
or 1.31% of total loans at December 31, 2009. There were no loans 90 days or more past due that
were still accruing at March 31, 2010 and December 31, 2009. Approximately $4.8 million of the
nonaccrual loans at March 31, 2010 and $4.9 million of the nonaccrual loans at December 31, 2009,
represent troubled debt restructured loans where the borrowers are complying with the modified
terms of the loans and are currently making payments. These loans are secured with collateral that
has a fair value of $7.9 million. Furthermore, the Bank has no commitment to lend additional funds
to these debtors.
In addition, the Company has one borrower with TDR loans of $3.2 million at March 31, 2010 and
December 31, 2009, that are current and are secured with collateral that has a fair value of
approximately $5.4 million as well as personal guarantors. Management believes that the ultimate
collection of principal and interest is reasonably assured and therefore continues to recognize
interest income on an accrual basis. In addition, the Bank has no commitment to lend additional
funds to this debtor. The loan was determined to be impaired during the third quarter of 2008 and
since that determination $213,000 of interest income has been recognized.
The average recorded investment in the impaired loans during the three months ended March 31, 2010
was $9.1 million and was $7.4 million for the year ended December 31, 2009. At March 31, 2010, each
impaired loan was analyzed and written down to its net realizable value if the loan balance was
higher than the net realizable value of its associated collateral. The amount of the allowance for
loan losses allocated to impaired loans as of March 31, 2010 and December 31, 2009 was $0 and
$50,000, respectively.
The Bank had no foreclosed real estate at March 31, 2010, December 31, 2009 and March 31, 2009,
respectively.
23
The following table sets forth impaired loans by loan type:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
(In thousands) |
|
|
|
|
|
|
|
|
Nonaccrual Loans: |
|
|
|
|
|
|
|
|
Commercial real estate mortgage loans |
|
$ |
443 |
|
|
$ |
324 |
|
Residential real estate mortgage loans |
|
|
511 |
|
|
|
511 |
|
Commercial, financial & agricultural loans |
|
|
43 |
|
|
|
61 |
|
Installment/consumer loans |
|
|
11 |
|
|
|
105 |
|
Real estate construction loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,008 |
|
|
|
1,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured Loans: |
|
|
|
|
|
|
|
|
Commercial real estate mortgage loans |
|
|
3,229 |
|
|
|
3,229 |
|
Residential real estate mortgage loans |
|
|
4,849 |
|
|
|
4,890 |
|
Commercial, financial & agricultural loans |
|
|
|
|
|
|
|
|
Installment/consumer loans |
|
|
|
|
|
|
|
|
Real estate construction loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8,078 |
|
|
|
8,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impaired Loans |
|
$ |
9,086 |
|
|
$ |
9,120 |
|
|
|
|
|
|
|
|
Based on our continuing review of the overall loan portfolio, the current asset quality of the
portfolio, the growth in our loan portfolio, and the net charge-offs, a provision for loan losses
of $1.3 million was recorded during the three months ended March 31, 2010 compared to a provision
for loan loss of $0.9 million that was recorded during the same period in 2009. The Bank recognized
net charge-offs in the amount of $0.3 million for the three months ended March 31, 2010 as compared
to $0.3 million for the same period in 2009. The allowance for loan losses increased to $7.0
million at March 31, 2010, as compared to $6.0 million at December 31, 2009 and $4.6 million at
March 31, 2009. As a percentage of total loans, the allowance increased to 1.54% at March 31, 2010
compared to 1.35% at December 31, 2009 and 1.03% at March 31, 2009. Management continues to
carefully monitor the loan portfolio as well as real estate trends on eastern Long Island. The
Banks consistent and rigorous underwriting standards preclude sub prime lending, and management
remains cautious about the potential for an indirect impact on the local economy and real estate
values in the future.
The following table sets forth changes in the allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
For the |
|
For the |
|
|
Three Months Ended |
|
Year Ended |
|
|
March 31, 2010 |
|
December 31, 2009 |
(Dollars in thousands) |
|
|
|
|
|
|
|
|
Allowance for loan losses balance at beginning of period |
|
$ |
6,045 |
|
|
$ |
3,953 |
|
|
|
|
|
|
|
|
|
|
Charge-offs: |
|
|
|
|
|
|
|
|
Commercial real estate mortgage loans |
|
|
|
|
|
|
100 |
|
Residential real estate mortgage loans |
|
|
|
|
|
|
707 |
|
Commercial, financial & agricultural loans |
|
|
219 |
|
|
|
796 |
|
Installment/consumer loans |
|
|
102 |
|
|
|
228 |
|
Real estate construction loans |
|
|
|
|
|
|
262 |
|
|
|
|
|
|
|
|
Total |
|
|
321 |
|
|
|
2,093 |
|
|
|
|
|
|
|
|
|
|
Recoveries: |
|
|
|
|
|
|
|
|
Commercial real estate mortgage loans |
|
|
|
|
|
|
|
|
Residential real estate mortgage loans |
|
|
1 |
|
|
|
6 |
|
Commercial, financial & agricultural loans |
|
|
|
|
|
|
28 |
|
Installment/consumer loans |
|
|
7 |
|
|
|
1 |
|
Real estate construction loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
8 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
(313 |
) |
|
|
(2,058 |
) |
Provision for loan losses charged to operations |
|
|
1,300 |
|
|
|
4,150 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
7,032 |
|
|
$ |
6,045 |
|
|
|
|
|
|
|
|
Ratio of net charge-offs during period to average
loans outstanding |
|
|
(0.07% |
) |
|
|
(0.47% |
) |
|
|
|
|
|
|
|
24
The following table sets forth the allocation of the total allowance for loan losses by loan
type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
|
2010 |
|
2009 |
|
|
|
|
|
|
Percentage |
|
|
|
|
|
Percentage |
|
|
|
|
|
|
of Loans |
|
|
|
|
|
of Loans |
|
|
|
|
|
|
to Total |
|
|
|
|
|
to Total |
(Dollars in thousands) |
|
Amount |
|
Loans |
|
Amount |
|
Loans |
Commercial real estate mortgage loans |
|
$ |
2,469 |
|
|
|
47.3 |
% |
|
$ |
2,452 |
|
|
|
47.3 |
% |
Residential real estate mortgage loans |
|
|
2,279 |
|
|
|
32.0 |
|
|
|
2,384 |
|
|
|
32.0 |
|
Commercial, financial & agricultural loans |
|
|
1,912 |
|
|
|
17.5 |
|
|
|
891 |
|
|
|
17.2 |
|
Installment/consumer loans |
|
|
340 |
|
|
|
2.2 |
|
|
|
279 |
|
|
|
2.2 |
|
Real estate construction loans |
|
|
32 |
|
|
|
1.0 |
|
|
|
39 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,032 |
|
|
|
100.0 |
% |
|
$ |
6,045 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Interest Income
Total non interest income increased $1.0 million or 86.8% to $2.2 million for the three months
ended March 31, 2010 compared to $1.2 million for the same period in 2009. Net securities gains
were $0.9 for the three months ended March 2010. There were no net securities gains or losses for
the three months ended March 31, 2009. Service charges on deposit accounts remained at $0.6
million for the three months ended March 31, 2010 and 2009, respectively. Fees for other customer
services were $0.4 million for the three months ended March 31, 2010 and $0.3 million in
2009. Title fee income related to Bridge Abstract increased $48,000 or 23.2% to $255,000 for the
three months ended March 31, 2010 compared to $207,000 for the same period in 2009.
Non Interest Expense
Total non interest expense increased $0.5 million or 8.4% to $6.6 million during the three months
ended March 31, 2010 over the same period in 2009. The primary components of these increases were
higher salaries and employee benefits, net occupancy expense, furniture and fixture expense, and
other operating expenses. Salary and benefit expense increased $0.2 million or 6.2% to $3.8 million
for the three months ended March 31, 2010 from $3.6 million for the same period in 2009. The
increase reflects filling vacant positions, hiring new employees to support the Companys expanding
infrastructure and new branch offices, and related employee benefit costs. Net occupancy expense
increased $0.1 million or 19.1% to $0.7 million for the three months ended March 31, 2010 from $0.6
million for the same period in 2009. Higher net occupancy expenses were due to increases in
maintenance and supplies, and rent expense related to the new branch offices in 2010 as well as
annual rent increases in other branch locations. Furniture and fixture expense increased $57,000 or
25.2% to $283,000 for the three months ended March 31, 2010 from $226,000 for the same period in
2009 related primarily to the new branches. FDIC assessments remained the same at $0.3 million for
the three months ended March 31, 2010 and 2009. Other operating expenses increased $0.1 million or
7.4% to $1.5 million for the three months ended March 31, 2010 compared to the same period in 2009
primarily related to marketing expenses for the new branches and the 100th anniversary
of the Bank.
Income Taxes
The provision for income taxes decreased $0.1 million to $1.0 million during the three months ended
March 31, 2010 compared to the same period last year due to lower income before income taxes and a
lower effective tax rate. The effective tax rate for the three months ended March 31, 2010
decreased to 32.0% from 32.5% for the same period last year.
Financial Condition
Assets totaled $923.1 million at March 31, 2010, an increase of $25.9 million or 2.9% from $897.3
million at December 31, 2009. This change is primarily a result of an increase in net loans of
$7.0 million or 1.6% as well as an increase in total securities of $37.3 million or 9.7% partially
offset by a decrease of $18.0 million in total cash and cash equivalents. Cash and due from banks
decreased $12.2 million and interest earnings deposits with banks decreased $5.8 million. Total
deposits grew $13.7 million to $807.2 million at March 31, 2010, compared to $793.5 million at
December 31, 2009. Demand deposits increased $5.2 million to $217.3 million compared to $212.1
million at December 31, 2009. Savings, NOW and money market deposits increased $7.9 million to
$448.3 million at March 31, 2010 from $440.4 million at December 31, 2009. Certificates of deposit
of $100,000 or more and other time deposits increased $0.6 million or 0.4%. The increase in the
investment portfolio and net loans was higher than the increase in total deposits and resulted in
an increase in borrowings at March 31, 2010. There were $9.0 million Federal funds purchased at
March 31,
25
2010 compared to no Federal funds purchased at December 31, 2009. Accrued interest payable
remained the same at $0.5 million for March 31, 2010 and December 31, 2009. The increase of $0.9
million in other liabilities at March 31, 2010 relates to a purchase of a $2.1 million security
that settled in April which was partly offset by a decrease in accrued taxes payable, and a
decrease in deferred tax liabilities as a result of lower unrealized gains on the security
portfolio.
Total stockholders equity was $62.6 million at March 31, 2010, an increase of $0.8 million or
1.28% from December 31, 2009, primarily due to net income of $2.1 million and partially offset
by the declaration of dividends totaling $1.4 million.
Liquidity
The objective of liquidity management is to ensure the sufficiency of funds available to respond to
the needs of depositors and borrowers, and to take advantage of unanticipated earnings enhancement
opportunities for Company growth. Liquidity management addresses the ability of the Company to
meet financial obligations that arise in the normal course of business. Liquidity is primarily
needed to meet customer borrowing commitments, deposit withdrawals either on demand or contractual
maturity, to repay other borrowings as they mature, to fund current and planned expenditures and to
make new loans and investments as opportunities arise.
The Holding Companys principal sources of liquidity included cash and cash equivalents of $5.8
million as of March 31, 2010, and dividends from the Bank. Cash available for distribution of
dividends to shareholders of the Company is primarily derived from dividends paid by the Bank to
the Company. During the first quarter of 2010, the Bank did not declare or pay a cash dividend to
the Company. At March 31, 2010, the Bank had $12.6 million of retained net income available for
dividends to the Company. Prior regulatory approval is required if the total of all dividends
declared by the Bank in any calendar year exceeds the total of the Banks net income of that year
combined with its retained net income of the preceding two years. In the event that the Company
subsequently expands its current operations, in addition to dividends from the Bank, it will need
to rely on its own earnings, additional capital raised and other borrowings to meet liquidity
needs. In December 2009, the Company completed a private placement of $16.0 million aggregate
liquidation amount of 8.50% cumulative convertible trust preferred securities (the TPS) through a
newly-formed subsidiary, Bridge Statutory Capital Trust II, a wholly-owned Delaware statutory trust
(the Trust). The net proceeds will be used for general corporate purposes, primarily to provide
additional capital to the Bank.
The Banks most liquid assets are cash and cash equivalents, securities available for sale and
securities held to maturity due within one year. The levels of these assets are dependent upon the
Banks operating, financing, lending and investing activities during any given period. Other
sources of liquidity include principal repayments and maturities of loan and investment securities,
lines of credit with other financial institutions including the Federal Home Loan Bank and the
Federal Reserve Bank, growth in core deposits and sources of wholesale funding such as brokered
certificates of deposits. While scheduled loan amortization, maturing securities and short term
investments are a relatively predictable source of funds, deposit flows and loan and
mortgage-backed securities prepayments are greatly influenced by general interest rates, economic
conditions and competition. The Bank adjusts its liquidity levels as appropriate to meet funding
needs such as seasonal deposit outflows, loans, and asset and liability management objectives.
Historically, the Bank has relied on its deposit base, drawn through its branches that serve its
market area and local municipal deposits, as its principal source of funding. The Bank seeks to
retain existing deposits and loans and maintain customer relationships by offering quality service
and competitive interest rates to its customers, while managing the overall cost of funds needed to
finance its strategies.
The Banks Asset/Liability and Funds Management Policy allows for wholesale borrowings of up to 25%
of total assets. At March 31, 2010, the Bank had aggregate lines of credit of $217.5 million with
unaffiliated correspondent banks to provide short term credit for liquidity requirements. Of these
aggregate lines of credit, $197.5 million is available on an unsecured basis. The Bank also has
the ability, as a member of the Federal Home Loan Bank (FHLB) system, to borrow against
unencumbered residential and commercial mortgages owned by the Bank. The Bank also has a master
repurchase agreement with the FHLB, which increases its borrowing capacity. In addition, the Bank
has an approved broker relationship for the purpose of issuing brokered certificates of deposit.
As of March 31, 2010 and December 31, 2009, the Bank had no brokered certificates of deposit. As
of March 31, 2010, the Bank had $9.0 million in overnight borrowings. There were no overnight
borrowings as of December 31, 2009. The Bank had $16.5 million of securities sold under agreements
to repurchase outstanding as of March 31, 2010 and $15.0 million of securities sold under
agreements to repurchase outstanding as of December 31, 2009. There were no advances outstanding
as of March 31, 2010 and December 31, 2009 with the FHLB.
Management continually monitors the liquidity position and believes that sufficient liquidity
exists to meet all of our operating requirements. Based on the objectives determined by the Asset
and Liability Committee, the Banks liquidity levels may be affected by the use of short term and
wholesale borrowings, and the amount of public funds in the deposit mix. The Asset and Liability
Committee is comprised of members of senior management and the Board. Excess short term liquidity
is invested in overnight federal funds sold. The Bank did not have overnight federal funds sold as
of March 31, 2010 or December 31, 2009.
26
Capital Resources
The Company and the Bank are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can result in certain
mandatory and possibly additional discretionary actions by regulators that, if undertaken, could
have a direct material effect on the Companys and the Banks financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the
Bank must meet specific capital guidelines that involve quantitative measures of the Companys and
Banks assets, liabilities, and certain off-balance sheet items calculated under regulatory
accounting practices. The Companys and the Banks capital amounts and classification also are
subject to qualitative judgments by the regulators about components, risk weightings, and other
factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and
the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and
Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1
capital (as defined) to average assets (as defined). Management believes as of March 31, 2010, the
Company and the Bank met all capital adequacy requirements. In April 2009, the Company announced
that its Board of Directors approved and adopted a Dividend Reinvestment Plan (DRP Plan) and
filed a registration statement on Form S-3 to register 600,000 shares of common stock with the
Securities and Exchange Commission (SEC) pursuant to the DRP Plan. In June 2009, the Company
filed a shelf registration statement on Form S-3 to register up to $50 million of securities with
the SEC. In December 2009, the Company completed a private placement of $16.0 million aggregate
liquidation amount of 8.50% cumulative convertible trust preferred securities (the TPS) through a
newly-formed subsidiary, Bridge Statutory Capital Trust II, a wholly-owned Delaware statutory trust
(the Trust). The TPS mature in 30 years, and carry a fixed distribution rate of 8.50%. The TPS
have a liquidation amount of $1,000 per security. The Company has the right to redeem the TPS at
par (plus any accrued but unpaid distributions) at any time after September 30, 2014. Holders of
the TPS may convert the TPS into shares of the Companys common stock at a conversion price equal
to $31.00 per share, which represents 125% of the of the average closing price of the Companys
common stock over the 20 trading days ended on October 14, 2009. Each $1,000 in liquidation amount
of the TPS is convertible into 32.2581 shares of the Companys common stock. As provided in the
regulations, TPS are included in holding company Tier 1 capital (up to a limit of 25% of Tier 1
capital).
At March 31, 2010 and December 31, 2009, actual capital levels and minimum required levels for the
Company and the Bank were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridge Bancorp, Inc. (Consolidated) |
|
|
|
|
|
|
|
As of March 31, |
|
2010 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well |
|
|
|
|
|
|
|
|
|
|
|
For Capital |
|
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
|
Adequacy |
|
|
Prompt Corrective |
|
|
|
Actual |
|
|
Purposes |
|
|
Action Provisions |
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
Total Capital (to risk weighted assets) |
|
$ |
82,385 |
|
|
|
14.7 |
% |
|
$ |
44,817 |
|
|
|
8.0 |
% |
|
|
n/a |
|
|
|
n/a |
|
Tier 1 Capital (to risk weighted assets) |
|
|
75,382 |
|
|
|
13.5 |
% |
|
|
22,409 |
|
|
|
4.0 |
% |
|
|
n/a |
|
|
|
n/a |
|
Tier 1 Capital (to average assets) |
|
|
75,382 |
|
|
|
8.4 |
% |
|
|
36,079 |
|
|
|
4.0 |
% |
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well |
|
|
|
|
|
|
|
|
|
|
|
For Capital |
|
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
|
Adequacy |
|
|
Prompt Corrective |
|
|
|
Actual |
|
|
Purposes |
|
|
Action Provisions |
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
Total Capital (to risk weighted assets) |
|
$ |
80,378 |
|
|
|
14.5 |
% |
|
$ |
44,361 |
|
|
|
8.0 |
% |
|
|
n/a |
|
|
|
n/a |
|
Tier 1 Capital (to risk weighted assets) |
|
|
74,333 |
|
|
|
13.4 |
% |
|
|
22,180 |
|
|
|
4.0 |
% |
|
|
n/a |
|
|
|
n/a |
|
Tier 1 Capital (to average assets) |
|
|
74,333 |
|
|
|
8.6 |
% |
|
|
34,499 |
|
|
|
4.0 |
% |
|
|
n/a |
|
|
|
n/a |
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridgehampton National Bank |
|
|
|
|
|
|
|
As of March 31, |
|
2010 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well |
|
|
|
|
|
|
|
|
|
|
|
For Capital |
|
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
|
Adequacy |
|
|
Prompt Corrective |
|
|
|
Actual |
|
|
Purposes |
|
|
Action Provisions |
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
Total Capital (to risk weighted assets) |
|
$ |
77,719 |
|
|
|
13.9 |
% |
|
$ |
44,781 |
|
|
|
8.0 |
% |
|
$ |
55,976 |
|
|
|
10.0 |
% |
Tier 1 Capital (to risk weighted assets) |
|
|
70,722 |
|
|
|
12.6 |
% |
|
|
22,390 |
|
|
|
4.0 |
% |
|
|
33,586 |
|
|
|
6.0 |
% |
Tier 1 Capital (to average assets) |
|
|
70,722 |
|
|
|
7.8 |
% |
|
|
36,065 |
|
|
|
4.0 |
% |
|
|
45,082 |
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well |
|
|
|
|
|
|
|
|
|
|
|
For Capital |
|
|
Capitalized Under |
|
|
|
|
|
|
|
|
|
|
|
Adequacy |
|
|
Prompt Corrective |
|
|
|
Actual |
|
|
Purposes |
|
|
Action Provisions |
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
Total Capital (to risk weighted assets) |
|
$ |
74,191 |
|
|
|
13.4 |
% |
|
$ |
44,337 |
|
|
|
8.0 |
% |
|
$ |
55,421 |
|
|
|
10.0 |
% |
Tier 1 Capital (to risk weighted assets) |
|
|
68,146 |
|
|
|
12.3 |
% |
|
|
22,168 |
|
|
|
4.0 |
% |
|
|
33,253 |
|
|
|
6.0 |
% |
Tier 1 Capital (to average assets) |
|
|
68,146 |
|
|
|
7.9 |
% |
|
|
34,494 |
|
|
|
4.0 |
% |
|
|
43,117 |
|
|
|
5.0 |
% |
Impact of Inflation and Changing Prices
The Unaudited Consolidated Financial Statements and notes thereto presented herein have been
prepared in accordance with U.S. generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical dollars without
considering changes in the relative purchasing power of money over time due to inflation. The
primary effect of inflation on the operations of the Company is reflected in increased operating
costs. Unlike most industrial companies, virtually all of the assets and liabilities of a
financial institution are monetary in nature. As a result, changes in interest rates have a more
significant effect on the performance of a financial institution than do the effects of changes in
the general rate of inflation and changes in prices. Changes in interest rates could aversely
affect our results of operations and financial condition. Interest rates do not necessarily move
in the same direction, or in the same magnitude, as the prices of goods and services. Interest
rates are highly sensitive to many factors, which are beyond the control of the Company, including
the influence of domestic and foreign economic conditions and the monetary and fiscal policies of
the United States government and federal agencies, particularly the Federal Reserve Bank.
Recent Regulatory and Accounting Developments
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for
Transfers of Financial Assets, an Amendment of FASB Statement No. 140. This standard has not yet
been codified in the FASB Accounting Standards Codification. FAS 166 improves the relevance,
representational faithfulness, and comparability of the information that a reporting entity
provides in its financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance and cash flows; and a transferors
continuing involvement. This Statement must be applied as of the beginning of each reporting
entitys first annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting periods thereafter.
This Statement must be applied to transfers occurring on or after the effective date.
Additionally, on and after the effective date, the concept of a qualifying special-purpose entity
is no longer relevant for accounting purposes. Therefore, formerly qualifying special-purpose
entities should be evaluated for consolidation by reporting entities on and after the effective
date in accordance with the applicable consolidation guidance. Additionally, the disclosure
provisions of this Statement should be applied to transfers that occurred both before and after the
effective date of this Statement. The adoption of this Statement did not have a significant impact
to the Companys financial statements.
In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05 Amendments to FASB
Interpretation No. 46(R), which is codified as ASC 810, which improves financial reporting by
enterprises involved with variable interest entities. This update amends Interpretation No. 46(R),
Consolidation of Variable Interest Entities, to replace the quantitative-based risks and rewards
calculation for determining which enterprise, if any, has a controlling financial interest in a
variable interest entity with an approach focused on identifying which enterprise has the power to
direct the activities of a variable interest entity that most significantly impact the entitys
economic performance and (1) the obligation to absorb losses of the entity or (2) the right to
receive benefits from the entity. This Statement also requires additional disclosures about an
enterprises involvement in variable interest entities. This update will be effective as of the
beginning of each reporting entitys first annual reporting period that begins after
28
November 15,
2009, for interim periods within that first annual reporting period, and for interim and annual
reporting periods thereafter. Early adoption was prohibited. The adoption of this Statement did
not have a significant impact to the Companys financial statements.
In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Measuring
Liabilities at Fair Value, which is codified as ASC 820, Fair Value Measurements and
Disclosures. This Update provides amendments to Topic 820-10, Fair Value Measurements and
Disclosures Overall, for the fair value measurement of liabilities. This Update provides
clarification that in circumstances in which a quoted price in an active market for the identical
liability is not available, a reporting entity is required to measure fair value using a valuation
technique that uses the quoted price of the identical liability when traded as an asset, quoted
prices for similar liabilities or similar liabilities when traded as assets, or that is consistent
with the principles of Topic 820. The amendments in this Update also clarify that when estimating
the fair value of a liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that prevents transfer of the
liability. The amendments in this Update also clarify that both a quoted price in an active market
for the identical liability at the measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no adjustments to the quoted price of
the asset are required are Level 1 fair value measurements. The guidance provided in this Update
is effective for the first reporting period (including interim periods) beginning after issuance.
The adoption of this Update did not have a significant impact to the Companys financial
statements.
In January 2010, the Financial Accounting Standards Board (FASB) amended existing guidance to
improve disclosure requirements related to fair value measurements. New disclosures are required
for significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons
for the transfers. In addition, the FASB clarified guidance related to disclosures for each class
of assets and liabilities as well as disclosures about the valuation techniques and inputs used to
measure fair value for both recurring and nonrecurring fair value measurements that fall in either
Level 2 or Level 3. The impact of adoption on January 1, 2010 was not material as it required only
disclosures which are included in Note 6.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Asset/Liability Management
Management considers interest rate risk to be the most significant market risk for the Company.
Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate
risk is the exposure to adverse changes in the net income of the Company as a result of changes in
interest rates.
The Companys primary earnings source is net interest income, which is affected by changes in the
level of interest rates, the relationship between rates, the impact of interest rate fluctuations
on asset prepayments, the level and composition of deposits and liabilities, and the credit quality
of earning assets. The Companys objectives in its asset and liability management are to maintain
a strong, stable net interest margin, to utilize its capital effectively without taking undue
risks, to maintain adequate liquidity, and to reduce vulnerability of its operations to changes in
interest rates.
The Companys Asset and Liability Committee evaluates periodically, but at least four times a year,
the impact of changes in market interest rates on assets and liabilities, net interest margin,
capital and liquidity. Risk assessments are governed by policies and limits established by senior
management, which are reviewed and approved by the full Board of Directors at least annually. The
economic environment continually presents uncertainties as to future interest rate trends. The
Asset and Liability Committee regularly utilizes a model that projects net interest income based on
increasing or decreasing interest rates, in order to be better able to respond to changes in
interest rates.
At March 31, 2010, $385.5 million or 91.4% of the Companys securities had fixed interest rates.
Changes in interest rates affect the value of the Companys interest earning assets and in
particular its securities portfolio. Generally, the value of securities fluctuates inversely with
changes in interest rates. Increases in interest rates could result in decreases in the market
value of interest earning assets, which could adversely affect the Companys stockholders equity
and its results of operations if sold. The Company is also subject to reinvestment risk associated
with changes in interest rates. Changes in market interest rates also could affect the type
(fixed-rate or adjustable-rate) and the amount of loans originated by the Company and the average
life of loans and securities, which can impact the yields earned on the Companys loans and
securities. Changes in interest rates may affect the average life of loans and mortgage related
securities. In periods of decreasing interest rates, the average life of loans and securities held
by the Company may be shortened to the extent increased prepayment activity occurs during such
periods which, in turn, may result in the investment of funds from such prepayments in lower
yielding assets. Under these circumstances the Company is subject to reinvestment risk to the
extent that it is unable to reinvest the cash received from such prepayments at rates that are
comparable to the rates on existing loans
and securities. Additionally, increases in interest rates may result in decreasing loan
prepayments with respect to fixed rate loans, (and
29
therefore an increase in the average life of
such loans), may result in a decrease in loan demand, and make it more difficult for borrowers to
repay adjustable rate loans.
The Company utilizes the results of a detailed and dynamic simulation model to quantify the
estimated exposure to net interest income to sustained interest rate changes. Management routinely
monitors simulated net interest income sensitivity over a rolling two-year horizon. The simulation
model captures the seasonality of the Companys deposit flows and the impact of changing interest
rates on the interest income received and the interest expense paid on all assets and liabilities
reflected on the Companys consolidated balance sheet. This sensitivity analysis is compared to
the asset and liability policy limits that specify a maximum tolerance level for net interest
income exposure over a one-year horizon given a 100 and 200 basis point upward shift in interest
rates and a 100 basis point downward shift in interest rates. A parallel and pro rata shift in
rates over a twelve-month period is assumed.
The following reflects the Companys net interest income sensitivity analysis at March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
Change in Interest |
|
Potential Change |
|
|
Potential Change |
|
Rates in Basis Points |
|
in Net |
|
|
in Net |
|
(Dollars in thousands) |
|
Interest Income |
|
|
Interest Income |
|
|
|
$ Change |
|
|
% Change |
|
|
$ Change |
|
|
% Change |
|
200 |
|
$ |
(1,281 |
) |
|
|
(3.53 |
%) |
|
$ |
(1,243 |
) |
|
|
(3.54 |
%) |
100 |
|
$ |
(556 |
) |
|
|
(1.53 |
%) |
|
$ |
(545 |
) |
|
|
(1.55 |
%) |
Static |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100) |
|
$ |
151 |
|
|
|
0.42 |
% |
|
$ |
42 |
|
|
|
0.12 |
% |
The preceding sensitivity analysis does not represent a Company forecast and should not be
relied upon as being indicative of expected operating results. These hypothetical estimates are
based upon numerous assumptions including, but not limited to, the nature and timing of interest
rate levels and yield curve shapes, prepayments on loans and securities, deposit decay rates,
pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability
cash flows. While assumptions are developed based upon perceived current economic and local market
conditions, the Company cannot make any assurances as to the predictive nature of these assumptions
including how customer preferences or competitor influences may change.
Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will
also differ due to prepayment and refinancing levels likely deviating from those assumed, the
varying impact of interest rate change caps or floors on adjustable rate assets, the potential
effect of changing debt service levels on customers with adjustable rate loans, depositor early
withdrawals, prepayment penalties and product preference changes and other internal and external
variables. Furthermore, the sensitivity analysis does not reflect actions that management might
take in responding to, or anticipating changes in interest rates and market conditions.
Item 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Companys
management, including the Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as
defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as
of March 31, 2010. Based on that evaluation, the Companys Principal Executive Officer and
Principal Financial Officer concluded that the Companys disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report. There has been no change
in the Companys internal control over financial reporting during the quarter that has materially
affected, or is reasonably likely to materially affect, the Companys internal control over
financial reporting.
30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There have been no material changes to the factors disclosed in Item 1A., Risk Factors, in our
Annual Report on Form 10-K for the year ended December 31, 2009.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
(a) |
|
Not applicable. |
|
|
(b) |
|
Not applicable. |
|
|
(c) |
|
Not applicable. |
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Other Information
Not applicable.
Item 5. Exhibits and Reports on Form 8-K
|
|
|
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) |
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 |
31
SIGNATURES
In accordance with the requirement of the Securities Exchange Act of 1934, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
BRIDGE BANCORP, INC. |
|
|
Registrant |
|
|
|
|
|
|
May 7, 2010
|
|
/s/ Kevin M. OConnor |
|
|
Kevin M. OConnor |
|
|
President and Chief Executive Officer |
|
|
|
May 7, 2010
|
|
/s/ Howard H. Nolan |
|
|
Howard H. Nolan |
|
|
Senior Executive Vice President, Chief Financial Officer |
32