Dime Community Bancshares
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Dime Community Bancshares - 10-K annual report


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
   
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended December 31, 2009 Commission File No. 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)
   
2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK 11932
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (631) 537-1000
Securities registered under Section 12 (b) of the Exchange Act:
   
Title of each class Name of each exchange on which registered
Common Stock, Par Value of $0.01 Per Share The Nasdaq Stock Market, LLC
Securities registered under Section 12 (g) of the Exchange Act:
(Title of Class)
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) of this chapter is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The approximate aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing price of the Common Stock on June 30, 2009, was $155,793,371.
The number of shares of the Registrant’s common stock outstanding on March 8, 2010 was 6,284,070.
Portions of the following documents are incorporated into the Parts of this Report on Form 10-K indicated below:
The Registrant’s definitive Proxy Statement for the 2010 Annual Meeting to be filed pursuant to Regulation 14A on or before April 30, 2010 (Part III).
 
 

 

 


 

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 Exhibit 23
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1

 

 


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PART I
Item 1. Business
Bridge Bancorp, Inc. (the “Registrant” or “Company”) is a registered bank holding company for The Bridgehampton National Bank (the “Bank”). The Bank was established in 1910 as a national banking association and is headquartered in Bridgehampton, New York. The Registrant was incorporated under the laws of the State of New York in 1988, at the direction of the Board of Directors of the Bank for the purpose of becoming a bank holding company pursuant to a plan of reorganization; under which the former shareholders of the Bank became the shareholders of the Company. Since commencing business in March 1989, after the reorganization, the Registrant has functioned primarily as the holder of all of the Bank’s common stock. In May 1999, the Bank established a real estate investment trust subsidiary, Bridgehampton Community, Inc. (“BCI”) as an operating subsidiary. The assets transferred to BCI are viewed by the bank regulators as part of the Bank’s assets in consolidation. The operations of the Bank also include Bridge Abstract LLC (“Bridge Abstract”), a wholly owned subsidiary of the Bank which is a broker of title insurance services. In October 2009, the Company formed Bridge Statutory Capital Trust II (the “Trust”) a wholly owned subsidiary, which sold $16.0 million of 8.5% cumulative convertible Trust Preferred Securities (the “Trust Preferred Securities”) in a private placement to accredited investors.
The Bank operates sixteen branches on eastern Long Island. Federally chartered in 1910, the Bank was founded by local farmers and merchants. For nearly a 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 and individual retirement accounts. Through its title insurance abstract subsidiary, the Bank acts as a broker for title insurance services. The Bank’s customer base is comprised principally of small businesses, municipal relationships and consumer relationships.
The Bank employs 195 people on a full-time and part-time basis. The Bank provides a variety of employment benefits and considers its relationship with its employees to be positive. In addition, the Company has an equity incentive plan under which it may issue shares of the common stock of the Company.
All phases of the Bank’s business are highly competitive. The Bank faces direct competition from a significant number of financial institutions operating in its market area, many with a statewide or regional presence, and in some cases, a national presence. There is also competition for banking business from competitors outside of its market areas. Most of these competitors are significantly larger than the Bank, and therefore have greater financial and marketing resources and lending limits than those of the Bank. The fixed cost of regulatory compliance remains high for community banks as compared to their larger competitors that are able to achieve economies of scale. The Bank considers its major competition to be local commercial banks as well as other commercial banks with branches in the Bank’s market area. Other competitors include mortgage brokers and financial services firms other than financial institutions such as investment and insurance companies. Increased competition within the Bank’s market areas may limit growth and profitability. Additionally, as the Bank’s market area expands westward, competitive pressure in new markets is expected to be strong. The title insurance abstract subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance. In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions.
The Bank’s principal market area is located in Suffolk County, New York. Suffolk County is located on the eastern portion of Long Island and has a population of approximately 1.5 million. Eastern Long Island is semi-rural. Surrounded by water and including the Hamptons and North Fork, the region is a recreational destination for the New York metropolitan area, and a highly regarded resort locale world-wide. While the local economy flourishes in the summer months as a result of the influx of tourists and second homeowners, the year-round population has grown considerably in recent years, resulting in a reduction of the seasonal fluctuations in the economy. Industries represented in the marketplace include retail establishments; construction and trades; restaurants and bars; lodging and recreation; professional entities; real estate; health services; passenger transportation and agricultural and related businesses. During the last decade, the Long Island wine industry has grown with an increasing number of new wineries and vineyards locating in the region each year. The vast majority of businesses are considered small businesses employing fewer than ten full-time employees. In recent years, more national chains have opened retail stores within the villages on the north and south forks of the island. Major employers in the region include the municipalities, school districts, hospitals, and financial institutions.

 

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Since 2007, the Bank has opened five new branches. In January 2007, the Bank opened a branch in the Village of Southampton; in February 2007, in Cutchogue; and in September 2007, the Bank opened its first branch in the Town of Riverhead, located in Wading River. During 2009, the Bank opened two new branches. In April 2009, the Bank opened a new branch in Shirley and in December 2009, the Bank opened a new full service branch facility in the Village of East Hampton. The opening of the branch facilities in Wading River and Shirley, 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 addition, in July 2009, the Bank received approval from the OCC to open a new branch in Center Moriches, New York, and in March 2010, the Bank received approval from the OCC to open a new branch in Patchogue, New York. The Bank anticipates opening the Center Moriches branch in the first half of 2010. The Deer Park and Patchogue 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 plans to roll out its new commercial online bill paying service, as well as a new mobile banking product during the first half of 2010.
The Company, the Bank and its subsidiaries with the exception of the real estate investment trust, which files its own federal and state tax return, report their income on a consolidated basis using the accrual method of accounting and are subject to federal and state income taxation. In general, banks are subject to federal income tax in the same manner as other corporations. However, gains and losses realized by banks from the sale of available for sale securities are generally treated as ordinary income, rather than capital gains or losses. The Bank is subject to the New York State Franchise Tax on Banking Corporations based on certain criteria. The taxation of net income is similar to federal taxable income subject to certain modifications.
REGULATION AND SUPERVISION
The Bridgehampton National Bank
The Bank is a national bank organized under the laws of the United States of America. The lending, investment, and other business operations of the Bank are governed by federal law and regulations and the Bank is prohibited from engaging in any operations not specifically authorized by such laws and regulations. The Bank is subject to extensive regulation by the Office of the Comptroller of the Currency (“OCC”) and to a lesser extent by the Federal Deposit Insurance Corporation (“FDIC”), as its deposit insurer as well as by the Board of Governors of the Federal Reserve System. The Bank’s deposit accounts are insured up to applicable limits by the FDIC under its Deposit Insurance Fund (“DIF”). A summary of the primary laws and regulations that govern the operations of the Bank are set forth below.
Loans and Investments
There are no restrictions on the type of loans a national bank can originate and/or purchase. However, OCC regulations govern the Bank’s investment authority. Generally, a national bank is prohibited from investing in corporate equity securities for its own account. Under OCC regulations, a national bank may invest in investment securities, which is generally defined as securities in the form of a note, bond or debenture. The OCC classifies investment securities into five different types and, depending on its type, a national bank may have the authority to deal in and underwrite the security. The OCC has also permitted national banks to purchase certain noninvestment grade securities that can be reclassified and underwritten as loans.
Lending Standards
The federal banking agencies adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements to real estate. Under these regulations, all insured depository institutions, such as the Bank, must adopt and maintain written policies that establish appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements. The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators.
Federal Deposit Insurance
The Bank is a member of the DIF, which is administered by the FDIC. Deposit accounts at the Bank are insured by the FDIC, generally up to a maximum of $100,000 for each separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts. However, the FDIC increased the deposit insurance available on all deposit accounts to $250,000, effective until June 30, 2010. In addition, certain non interest-bearing transaction accounts maintained with financial institutions participating in the FDIC’s Temporary Liquidity Guarantee Program are fully insured regardless of the dollar amount until June 30, 2010. The Bank has opted to participate in the FDIC’s Temporary Liquidity Guarantee Program. See “Temporary Liquidity Guarantee Program” below.

 

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The FDIC imposes an assessment against all depository institutions for deposit insurance. This assessment is based on the risk category of the institution and, prior to 2009, ranged from 5 to 43 basis points of the institution’s deposits. In 2008, as a result of a decrease in the reserve ratio of the DIF, the FDIC issued a proposed rule establishing a Restoration Plan for the DIF. On December 22, 2008, the FDIC published a final rule raising the current deposit insurance assessment rates uniformly for all institutions by 7 basis points (to a range from 12 to 50 basis points) for the first quarter of 2009. However, the FDIC approved an extension of the comment period on the parts of the proposed rulemaking that would become effective on April 1, 2009. On February 27, 2009, the FDIC issued a second final rule, to be effective April 1, 2009, to change the way that the FDIC’s 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. On November 12, 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 Company’s prepayment of FDIC assessments for 2010, 2011 and 2012 was $3.8 million which will be amortized to expense over three years.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not know of any practice, condition or violation that might lead to termination of deposit insurance.
In addition to the FDIC assessments, the Financing Corporation (FICO) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended December 31, 2009, the annualized FICO assessment was equal to 1.10 basis points for each $100 in domestic deposits maintained at an institution.
Temporary Liquidity Guarantee Program
On October 14, 2008, the FDIC announced a new program — the Temporary Liquidity Guarantee Program. This program has two components. One, the Debt Guarantee Program (“DGP”), guarantees newly issued senior unsecured debt of the participating organizations, up to certain limits established for each institution, issued between October 14, 2008 and October 31, 2009. The FDIC will pay the unpaid principal and interest on an FDIC-guaranteed debt instrument upon the uncured failure of the participating entity to make a timely payment of principal or interest in accordance with the terms of the instrument. The guarantee will remain in effect until December 31, 2012. In return for the FDIC’s guarantee, participating institutions will pay the FDIC a fee based on the amount and maturity of the debt. The Bank has opted to participate in the DGP component of the Temporary Liquidity Guarantee Program however, there is no guaranteed debt issued to date. In order to ensure a smooth phase out of the DGP, the FDIC established a limited emergency guarantee facility. If an institution is unable to issue non-guaranteed debt to replace the maturing senior unsecured debt as of October 31, 2009, the institution can apply for an emergency guarantee facility. If the application is approved, the FDIC will guarantee the senior unsecured debt issued on or before April 30, 2010. Participating institutions will pay the FDIC a fee equal to an annualized assessment rate of a minimum of 300 basis points.
The other component of the program provides full federal deposit insurance coverage for non-interest bearing transaction deposit accounts, regardless of dollar amount, until June 30, 2010. An annualized 10 basis point assessment on balances in non interest-bearing transaction accounts that exceed the existing deposit insurance limit of $250,000 will be assessed on a quarterly basis to insured depository institutions that have not opted out of this component of the Temporary Liquidity Guarantee Program. The Bank has opted to participate in this component of the Temporary Liquidity Guarantee Program.
Capitalization
Under OCC regulations, all national banks are required to comply with minimum capital requirements. For an institution determined by the OCC to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization, rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier I capital to total assets of 3%. For all other institutions, the minimum leverage capital ratio is not less than 4%. Tier I capital is the sum of common shareholders’ equity, non-cumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items.
The OCC regulations require national banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to four risk-weighted categories ranging from 0% to 100%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the OCC’s risk-weighting system, cash and securities backed by the full faith and credit of the U.S. government are given a 0% risk weight, loans secured by one-to-four family residential properties generally have a 50% risk weight, and commercial loans have a risk weighting of 100%.

 

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National banks, such as the Bank, must maintain a minimum ratio of total capital to risk-weighted assets of at least 8%, of which at least one-half must be Tier I capital. Total capital consists of Tier I capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution’s Tier I capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk.
The OCC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The OCC also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances.
Safety and Soundness Standards
Each federal banking agency, including the OCC, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.
Prompt Corrective Regulatory Action
Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.
The OCC may order national banks which have insufficient capital to take corrective actions. For example, a bank which is categorized as “undercapitalized” would be subject to growth limitations and would be required to submit a capital restoration plan, and a holding company that controls such a bank would be required to guarantee that the bank complies with the restoration plan. A “significantly undercapitalized” bank would be subject to additional restrictions. National banks deemed by the OCC to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator.
Dividends
Under federal law and applicable regulations, a national bank may generally declare a dividend, without approval from the OCC, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend.
Transactions with Affiliates and Insiders
Sections 23A and 23B of the Federal Reserve Act govern transactions between a national bank and its affiliates, which includes the Company. The Federal Reserve Board has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve Board interpretations under Sections 23A and 23B.
An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated as an affiliate of the bank for the purposes of Sections 23A and 23B; however, the OCC has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis. Sections 23A and 23B limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. The statutory sections also require that all such transactions be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amounts. In addition, any covered transaction by an association with an affiliate and any purchase of assets or services by an association from an affiliate must be on terms that are substantially the same, or at least as favorable, to the bank as those that would be provided to a non-affiliate.
A bank’s loans to its executive officers, directors, any owner of more than 10% of its stock (each, an insider) and any of certain entities affiliated with any such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the FRB’s Regulation O thereunder. Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks. All loans by a bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the greater of $25,000 or 2.5% of the bank’s unimpaired capital and unimpaired surplus, but in no event more than $100,000. Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of collectibility.

 

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An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank.
Examinations and Assessments
The Bank is required to file periodic reports with and is subject to periodic examination by the OCC. Federal regulations generally require annual on-site examinations for all depository institutions and annual audits by independent public accountants for all insured institutions. The Bank is required to pay an annual assessment to the OCC to fund its supervision.
Community Reinvestment Act
Under the Community Reinvestment Act (“CRA”), the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the OCC in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank. For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching) proposals and may be the basis for approving, denying or conditioning the approval of an application. As of the date of its most recent regulatory examination, the Bank was rated “satisfactory” with respect to its CRA compliance.
USA PATRIOT Act
The USA PATRIOT Act of 2001 gave the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application of a member institution. Accordingly, if the Bank engages in a merger or other acquisition, our controls designed to combat money laundering would be considered as part of the application process. The Bank has established policies, procedures and systems designed to comply with these regulations.
Bridge Bancorp, Inc.
The Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the Federal Reserve Board under the BHCA applicable to bank holding companies. The Company is required to file reports with, and otherwise comply with the rules and regulations of the Federal Reserve Board.
These regulatory authorities have extensive enforcement authority over the institutions that they regulate to prohibit or correct activities that violate law, regulation or a regulatory agreement or which are deemed to be unsafe or unsound banking practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions. Any change in laws and regulations, whether by the OCC, the FDIC, the Federal Reserve Board or through legislation, could have a material adverse impact on the Bank and the Company and their operations and stockholders. Additional information on regulatory requirements is set forth in Note 14 to the Consolidated Financial Statements.
The Company had nominal results of operations for 2009, 2008 and 2007 on a parent-only basis. In 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 TPS have a liquidation amount of $1,000 per security and the TPS shares 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. During 2008, the Company received approval and began trading on the NASDAQ Global Select Market under the symbol “BDGE”. Equity incentive plan grants of stock options and stock awards are recorded directly to the holding company. The Company’s sources of funds are dependent on dividends from the Bank, its own earnings, additional capital raised and borrowings. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank’s results of operations are primarily dependent on its net interest income. 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 insurance 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 abstract subsidiary, and income tax expense, further affects the Bank’s net income.

 

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The Company files certain reports with the Securities and Exchange Commission (“SEC”) under the federal securities laws. The Company’s operations are also subject to extensive regulation by other federal, state and local governmental authorities and it is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations. Management believes that the Company is in substantial compliance, in all material respects, with applicable federal, state and local laws, rules and regulations. Because the Company’s business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change. There can be no assurance that these proposed laws, rules and regulations, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect the Company’s business, financial condition or prospects.
OTHER INFORMATION
Through a link on the Investor Relations section of the Bank’s website of www.bridgenb.com, copies of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) for 15(d) of the Exchange Act, are made available, free of charge, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Copies of such reports and other information also are available at no charge to any person who requests them or atwww.sec.gov. Such requests may be directed to Bridge Bancorp, Inc., Investor Relations, 2200 Montauk Highway, PO Box 3005, Bridgehampton, NY 11932, (631) 537-1000.
Item 1A. Risk Factors
Concentration of Loan Portfolio
The Bank generally invests a significant portion of its assets in loans secured by commercial and residential real estate properties located in eastern Long Island. A downturn in real estate values and economic conditions on eastern Long Island could have a significant impact on the value of collateral securing the loans as well as the ability for the repayment of loans. See a further discussion in “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Loans.”
Changes in Interest Rates Could Affect Profitability
The ability to earn a profit, like most financial institutions, depends on the net interest income, which is the difference between the interest income that the Bank earns on its interest-bearing assets, such as loans and investments, and the interest expense that the Bank pays on its interest-bearing liabilities, such as deposits. The Bank’s profitability depends on its ability to manage its assets and liabilities during periods of changing market interest rates.
A sustained decrease in market interest rates could adversely affect the Bank’s earnings. When interest rates decline, borrowers tend to refinance higher-rate, fixed-rate loans at lower rates. Under those circumstances, the Bank would not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans or in investment securities. In addition, the majority of the Bank’s loans are at variable interest rates, which would adjust to lower rates.
In a period of rising interest rates, the interest income earned on the Bank’s assets may not increase as rapidly as the interest paid on its liabilities. In an increasing interest rate environment, the Bank’s cost of funds is expected to increase more rapidly than interest earned on its loan and investment portfolio as the primary source of funds is deposits with generally shorter maturities than those on its loans and investments. This makes the balance sheet more liability sensitive in the short term.
Geographic Location and Competition
The Bank’s market area is located in Suffolk County on eastern Long Island and its customer base is mainly located in the towns of East Hampton, Southampton, Southold and Riverhead. In 2009, the Bank expanded its market areas to include a branch in Shirley, New York located in the town of Brookhaven. During 2010 the Bank plans to continue to expand westward to Center Moriches and Patchogue, New York located in the Town of Brookhaven and Deer Park, New York located within the town of Babylon. Competition in the banking and financial services industry remains intense. The profitability of the Bank depends on the continued ability to successfully compete. The Bank competes with commercial banks, savings banks, insurance companies, and brokerage and investment banking firms. Many of our competitors have substantially greater resources and lending limits than the Bank and may offer certain services that the Bank does not provide. In addition, competitors recently have been offering deposits at higher rates and loans with lower fixed rates, more attractive terms and less stringent credit structures than the Bank has been willing to offer. Furthermore, the high cost of living on the twin forks of eastern Long Island creates staff recruitment and retention challenges.
The Company’s Future Depends on Successful Growth of its Subsidiary
The Company’s primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, the Company’s future profitability will depend on the success and growth of this subsidiary.
The Loss of Key Personnel Could Impair our Future Success
Our future success depends in part on the continued service of our executive officers, other key management, as well as our staff, and on our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of services of one or more of our key personnel or our inability to timely recruit replacements for such personnel, or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results, and financial condition. In February 2008, the Company’s Chief Retail Banking Officer (“CRBO”) resigned and in March 2008, the Company hired James Manseau as the Company’s CRBO.

 

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In addition, Kevin M. O’Connor was appointed to the Board of Directors in October 2007 and became President and Chief Executive Officer effective January 1, 2008 succeeding Thomas J. Tobin. Mr. Tobin assumed his new role as President Emeritus and Advisor to the Board effective January 1, 2008 through March 2, 2010, his retirement date. Effective as of March 3, 2010, Mr. Tobin was retained on a part time basis as the co-chair of the Enterprise Risk Management Committee. Mr. Tobin remains a member of the Board of Directors.
Highly Regulated Environment
The Bank and Company are subject to extensive regulation, supervision and examination by the OCC, FDIC, the Federal Reserve Board and the SEC. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the consumer. Recently regulators have intensified their focus on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements. In order to comply with regulations, guidelines and examination procedures in this area as well as other areas of the Bank, we have been required to adopt new policies and procedures and to install new systems. We cannot be certain that the policies, procedures, and systems we have in place are flawless and there is no assurance that in every instance we are in full compliance with these requirements. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations.
We May Be Adversely Affected By Current Economic and Market Conditions
The national and global economic downturn that began in 2007 has resulted in unprecedented levels of financial market volatility which may depress the market value of financial institutions, limit access to capital or have a material adverse effect on the financial condition or results of operations of banking companies. Since 2008 significant declines in the values of mortgage-backed securities and derivative securities by financial institutions, government sponsored entities, and major commercial and investment banks has led to decreased confidence in financial markets among borrowers, lenders, and depositors, as well as disruption and extreme volatility in the capital and credit markets and the failure of some entities in the financial sector. As a result, many lenders and institutional investors have reduced or ceased to provide funding to borrowers. While financial markets appear to be stabilizing and there are a few positive signs of economic recovery including increased local real estate activity, economic uncertainty remains. Unemployment rates are high and consumer confidence is low. While the timing of an economic recovery remains unknown this may have an adverse affect on the Company. Turbulence in the capital and credit markets may adversely affect our liquidity and financial condition and the willingness of certain counterparties and customers to do business with us.
Increases to the Allowance for Credit Losses May Cause Our Earnings to Decrease
Our customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Hence, we may experience significant loan losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, past loss experience, and an evaluation of economic conditions, among other factors. If our assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance. Material additions to the allowance would materially decrease our net income.
Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition.
Increases in FDIC Insurance Premiums May Cause Our Earnings to Decrease
The Emergency Economic Stabilization Act (“EESA”) temporarily increased the limit on FDIC coverage to $250,000 through June 30, 2010. In addition, we have enrolled in the Temporary Liquidity Guarantee Program for non interest bearing transaction deposit accounts. On February 27, 2009, the FDIC issued a final rule, effective April 1, 2009, to change the way that the FDIC’s 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 Company’s prepayment of FDIC assessments on December 31, 2009 was $3.8 million which will be amortized to expense over three years. This, along with the full utilization or our assessment credit in early 2008 and the increase in FDIC insurance rates, caused the premiums assessed by the FDIC to increase. These actions have significantly increased our expense in 2009 and will continue to affect our earnings in future years as long as the increased premiums are in place.

 

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Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
At present, the Registrant does not own or lease any property. The Registrant uses the Bank’s space and employees without separate payment. Headquarters are located at 2200 Montauk Highway, Bridgehampton, New York 11932. The Bank’s internet address is www.bridgenb.com.
All of the Bank’s properties are located in Suffolk County, New York. The Bank’s Main Office in Bridgehampton is owned. The Bank also owns buildings that house its Montauk Branch located at 1 The Plaza, Montauk; its Southold Branch located at 54790 Main Road, Southold; its Westhampton Beach Office at 194 Mill Road, Westhampton Beach; its Southampton Village Branch located at 150 Hampton Road, Southampton; and its East Hampton Village Branch located at 8 Gingerbread Lane, East Hampton. The Bank currently leases out a portion of the Montauk building and the Westhampton Beach building. The Bank leases nine additional properties on eastern Long Island as branch locations at 32845 Main Road, Cutchogue; 26 Park Place, East Hampton; 218 Front Street, Greenport; 48 East Montauk Highway, Hampton Bays; Mattituck Plaza, Main Road, Mattituck; 2 Bay Street, Sag Harbor; 425 County Road 39A, Southampton; 6324 Route 25A, Wading River and 630 Montauk Highway, Shirley. Additionally, the Bank utilizes space for a branch in the retirement community, Peconic Landing at 1500 Brecknock Road, Greenport. In 2008, the Bank entered into a lease agreement for a branch in Deer Park, New York. In 2009, the Bank entered into a lease agreement for a branch in Center Moriches, New York and in January 2010 the Bank entered into a lease agreement for a branch in Patchogue, New York. The Bank has contractual rights to purchase real estate in the Town of Southold which will also be considered as a site for a future branch facility.
Item 3. Legal Proceedings
The Registrant and its subsidiary are subject to certain pending and threatened legal actions that arise out of the normal course of business. In the opinion of management at the present time, the resolution of any pending or threatened litigation will not have a material adverse effect on its consolidated financial statements.
Item 4. Reserve

 

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
COMMON STOCK INFORMATION
The Company’s common stock was traded on the NASDAQ® over the counter bulletin board market under the symbol, “BDGE” until June 2008 when it began trading on the NASDAQ Global Select Market. The following table details the quarterly high and low sale prices of the Company’s common stock since it began trading on the NASDAQ Global Select Market and the high and low bid prices for the previous periods, and the dividends declared for such periods.
At December 31, 2009 the Company had approximately 654 shareholders of record, not including the number of persons or entities holding stock in nominee or the street name through various banks and brokers.
COMMON STOCK INFORMATION
             
  Stock Prices  Dividends 
  High  Low  Declared 
By Quarter 2009
            
First
 $20.97  $17.50  $0.23 
Second
 $27.48  $19.25  $0.23 
Third
 $29.25  $24.33  $0.23 
Fourth
 $25.59  $20.05  $0.23 
             
  Stock Prices  Dividends 
  High  Low  Declared 
By Quarter 2008
            
First
 $24.00  $20.24  $0.23 
Second
 $22.75  $17.75  $0.23 
Third
 $22.50  $19.00  $0.23 
Fourth
 $21.75  $17.78  $0.23 
Stockholders received cash dividends totaling $5.7 million in 2009 and $5.6 million in 2008. The ratio of dividends per share to net income per share was 65.43% in 2009 compared to 64.74% in 2008.

 

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PERFORMANCE GRAPH
Pursuant to the regulations of the SEC, the graph below compares the performance of the Company with that of the total return for the NASDAQ® stock market and for certain bank stocks of financial institutions with an asset size $500 million to $1 billion, as reported by SNL Financial L.C. from December 31, 2004 through December 31, 2009. The graph assumes the reinvestment of dividends in additional shares of the same class of equity securities as those listed below.
Bridge Bancorp, Inc.
(PERFORMANCE GRAPH)
                         
  Period Ending 
Index 12/31/04  12/31/05  12/31/06  12/31/07  12/31/08  12/31/09 
Bridge Bancorp, Inc.
  100.00   83.47   84.13   88.46   70.50   95.27 
NASDAQ Composite
  100.00   101.37   111.03   121.92   72.49   104.31 
SNL Bank $500M-$1B
  100.00   104.29   118.61   95.04   60.90   58.00 
ISSUER PURCHASES OF EQUITY SECURITIES
                 
              Maximum Number (or 
          Total Number of  Approximate Dollar 
  Total Number  Average  Shares Purchased as  Value) of Shares that 
  of Shares  Price  Part of Publicly  May Yet Be Purchased 
  Purchased in  Paid per  Announced Plans or  Under the Plans or 
Period Month  Share  Programs-2006 (1)  Programs 
October 2009
        141,959   167,041 
November 2009
        141,959   167,041 
December 2009
        141,959   167,041 
   
(1) 
The Board of Directors approved a stock repurchase program on March 27, 2006.
 
 
The Board of Directors approved repurchase of shares up to 309,000 shares.
 
 
There is no expiration date for the stock repurchase plan.
 
 
There is no stock repurchase plan that has expired or that has been terminated during the period ended December 31, 2009.

 

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Item 6. Selected Financial Data
Five-Year Summary of Operations
(In thousands, except per share data and financial ratios)
Set forth below are selected consolidated financial and other data of the Company. The Company’s business is primarily the business of the Bank. This financial data is derived in part from, and should be read in conjunction with, the Consolidated Financial Statements of the Company.
                     
December 31,
 2009  2008  2007  2006  2005 
Selected Financial Data:
                    
 
 
Securities available for sale
 $306,112  $310,695  $187,384  $202,590  $182,801 
Securities, restricted
  1,205   3,800   2,387   878   1,377 
Securities held to maturity
  77,424   43,444   5,836   9,444   10,012 
Total loans
  448,038   429,683   375,236   325,997   302,264 
Total assets
  897,257   839,059   607,424   573,644   533,444 
Total deposits
  793,538   659,085   508,909   504,412   468,025 
Total stockholders’ equity
  61,855   56,139   51,109   45,539   46,651 
 
                    
Years Ended December 31,
                    
 
               
Selected Operating Data:
                    
 
                    
Total interest income
 $43,368  $39,620  $35,864  $32,030  $28,713 
Total interest expense
  7,815   9,489   10,437   8,337   4,319 
 
               
Net interest income
  35,553   30,131   25,427   23,693   24,394 
Provision for loan losses
  4,150   2,000   600   85   300 
 
               
 
                    
Net interest income after provision for loan losses
  31,403   28,131   24,827   23,608   24,094 
Total non interest income
  6,174   6,064   5,678   4,413   5,105 
Total non interest expense
  24,765   21,157   18,168   16,002   14,647 
 
               
 
                    
Income before income taxes
  12,812   13,038   12,337   12,019   14,552 
Income tax expense
  4,049   4,288   4,043   3,851   4,929 
 
               
Net income
 $8,763  $8,750  $8,294  $8,168  $9,623 
 
               
 
                    
December 31,
                    
 
               
Selected Financial Ratios and Other Data:
                    
 
                    
Return on average equity
  15.58%  16.29%  17.47%  17.68%  20.15%
Return on average assets
  1.06%  1.24%  1.38%  1.49%  1.76%
Average equity to average assets
  6.80%  7.62%  7.91%  8.41%  8.71%
Dividend payout ratio
  65.43%  64.74%  67.67%  68.98%  58.88%
Diluted earnings per share
 $1.43  $1.43  $1.36  $1.33  $1.53 
Basic earnings per share
 $1.44  $1.44  $1.37  $1.33  $1.54 
Cash dividends declared per common share
 $0.92  $0.92  $0.92  $0.92  $0.91 

 

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Item 7. Management’s 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 Company’s 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 Bank’s loan and investment portfolios; changes in management’s 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, and in 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., a New York corporation, is a single 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 Bank’s 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 Bank’s net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation.
Year and Quarterly Highlights
  
Returns on average equity and average assets of 15.58% and 1.06%, respectively for 2009;
  
Net income of $2.2 million or $0.36 per diluted share for the fourth quarter 2009 and $8.8 million or $1.43 per diluted share for 2009, unchanged from prior year levels;
  
Net interest income increased $5.4 million from 2008 to 2009 with a net interest margin of 4.69% for 2009, and 4.70% for 2008;
  
Total assets of $897.3 million at December 31, 2009, an increase of 6.9% over the same date last year;
  
Total loans of $448.0 million at December 31, 2009, an increase of 4.3% from December 31, 2008;
  
Total investments of $384.7 million at December 31, 2009, an increase of 7.5% over December 31, 2008;
  
Total deposits of $793.5 million at December 31, 2009, an increase of $134.5 million or 20.4% over the same date last year;

 

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Enhanced capital with the private placement of $16.0 million in Convertible Trust Preferred Securities.
  
The Company’s capital levels remain strong with a Tier 1 Capital to Quarterly Average Assets ratio of 8.6%. The Company is positioned well for future growth. Stockholders’ equity totaled $61.9 million at December 31, 2009 as compared $56.1 million at December 31, 2008;
  
Declaration of cash dividends totaling $0.92 for 2009;
  
Launched a Dividend Reinvestment Plan during 2009;
  
Named for the second straight year as an “All Star” bank by Sandler O’Neill & Partners and recognized as a top community bank by the ICBA;
  
The addition of the Company’s common stock to the Russell 3000 stock market index.
Significant Events
The economic events of the past two years have been unprecedented. During 2008, the failure of several large financial institutions along with the conservatorship of Fannie Mae and Freddie Mac driven by the diminution in housing values and sub-prime mortgage lending has resulted in multiple actions by the United States government. On October 3, 2008, the Congress passed the Emergency Economic Stabilization Act of 2008 (“EESA”) which provides up to $700 billion and grants new authorities to the United States Treasury Department (“Treasury”), the Federal Reserve Board (“FRB”) and the Federal Deposit Insurance Corporation (“FDIC”) for initiatives to restore stability and liquidity to U.S. markets. Many European nations have also taken actions to inject liquidity and capital into critical financial institutions in order to stabilize world markets.
On October 14, 2008, the Treasury, FRB and FDIC jointly announced a sweeping plan to invest in banks and thrifts to help restore confidence in the U.S. banking system. Some of the actions taken by these governmental agencies included: (i) temporarily increasing FDIC insurance coverage to $250,000 from $100,000 ; (ii) reducing the targeted federal funds rate to between 0 and 0.25% from 2.00% and the discount rate to 0.25% from 2.25%, respectively; (iii) temporarily guaranteeing Money Market mutual funds (iv) introducing a capital purchase program whereby the Treasury will purchase up to $250 billion in senior preferred shares from healthy qualifying financial institutions; and (v) introducing a Temporary Liquidity Guarantee Program (“TLGP”) whereby the FDIC will guarantee newly issued senior unsecured debt on or before June 30, 2009 and provide unlimited FDIC insurance coverage for non-interest bearing transaction accounts for thirty days without charge followed by an annualized 10 basis point assessment for the insurance coverage above $250,000 on such accounts effective until December 31, 2009. In November 2008, the Bank opted to participate in the TLGP. In 2009, the FDIC’s guarantee of unsecured debt was extended to October 31, 2009 and the FDIC insurance coverage for non-interest bearing transaction accounts to $250,000 was extended to June 30, 2010. In order to ensure a smooth phase out of the debt guaranteed program on October 31, 2009, the FDIC established a limited emergency guarantee facility. If an institution is unable to issue non-guaranteed debt to replace the maturing senior unsecured debt as of October 31, 2009, the institution can apply for an emergency guarantee facility. If the application is approved, the FDIC will guarantee the senior unsecured debt issued on or before April 30, 2010. Participating institutions will pay the FDIC a fee equal to an annualized assessment rate of a minimum of 300 basis points.
One of the provisions resulting from the EESA was the Treasury’s Capital Purchase Program (“CPP”), which provided direct equity investment of perpetual preferred stock by the Treasury in qualified financial institutions. The program is voluntary and requires an institution to comply with a number of restrictions and provisions, including limits on executive compensation, stock redemptions and declaration of dividends. Applications were due by November 14, 2008 and were subject to approval by the Treasury. In November 2008, the Company filed an application to participate in this program. In order to be eligible to participate in this program, the Company also filed a proxy statement in November 2008 requesting shareholder approval to amend its certificate of incorporation and authorize the issuance of preferred stock. On December 12, 2008, the shareholders approved the proposal and on January 7, 2009 the Company’s application to participate in this program was approved by the Treasury Department. On January 27, 2009, management and the Board, after careful deliberation and thoughtful review of the relevant issues, determined it was not in our shareholders’ best interest to participate, and declined the Treasury investment.
On February 27, 2009, the FDIC issued a final rule, effective April 1, 2009, to change the way that the FDIC’s 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 Company’s 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.

 

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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 Bank’s 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 Bank’s 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.
Growth and service strategies have the potential to offset the tighter net interest margin with volume as the customer base grows through expanding the Bank’s 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 state-of-the-art branch facility in the Village of East Hampton. The opening of the branch facilities in Wading River and Shirley, 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 addition, in July 2009, the Bank received approval from the OCC to open a new branch in Center Moriches, New York, and in March 2010, the Bank received approval from the OCC to open a new branch in Patchogue, New York. The Bank anticipates opening the Center Moriches branch in the first half of 2010. The Deer Park and Patchogue 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 plans to roll out its new commercial online bill paying service, as well as a new mobile banking product during the first half of 2010.
As 2010 begins there is still significant economic uncertainty. Unemployment remains high, confidence is low and consumers and businesses face a myriad of challenges from higher taxes to increased regulations. While there have been some recent positive signs and real estate activity has increased, management remains cautious about the timeline for a true economic recovery. 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. 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.

 

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CRITICAL ACCOUNTING POLICIES
Note 1 to our Consolidated Financial Statements for the year ended December 31, 2009 contains a summary of our significant accounting policies. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Our policy with respect to the methodologies used to determine the allowance for loan losses is our most critical accounting policy. This policy is important to the presentation of our financial condition and results of operations, and it involves a higher degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions and estimates could result in material differences in our results of operations or financial condition.
The following is a description of our critical accounting policy and an explanation of the methods and assumptions underlying its application.
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 Bank’s 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 Company’s 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 loan’s 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 are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s 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 credit’s risk rating include management’s 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. We consider our own charge-off history along with the growth in the portfolio as well as the Bank’s credit administration and asset management philosophies and procedures when determining the allowances for each pool. In addition, we evaluate and consider the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, we evaluate and consider 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 management’s 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.

 

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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 Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2009, management believes the allowance for loan losses has been established at levels sufficient to cover the probable incurred losses in the Bank’s 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.
For additional information regarding our allowance for loan losses, see Note 3 to the Consolidated Financial Statements.
NET INCOME
Net income for 2009 totaled $8.8 million or $1.43 per diluted share while net income for 2008 totaled $8.8 million or $1.43 per diluted share, as compared to net income of $8.3 million, or $1.36 per diluted share for the year ended December 31, 2007. Net income increased $13,000 or 0.15% compared to 2008 and net income for 2008 increased $0.5 million or 5.5% as compared to 2007. Significant trends for 2009 include: (i) a $5.4 million or 18.0% increase in net interest income; (ii) a $2.2 million increase in the provision for loan losses; (iii) a $0.1 million or 1.8% increase in total non interest income; (iv) a $3.6 million or 17.1% increase in total non interest expenses; and (v) a $0.2 million or 5.6% decrease in income tax expense.
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 table sets forth certain information relating to the Company’s average consolidated balance sheets and its consolidated statements of income for the years indicated and reflect the average yield on assets and average cost of liabilities for the years indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the years 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.”

 

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Years Ended December 31, 2009  2008  2007 
(In thousands)
         Average          Average          Average 
  Average      Yield/  Average      Yield/  Average      Yield/ 
  Balance  Interest  Cost  Balance  Interest  Cost  Balance  Interest  Cost 
Interest earning assets:
                                    
Loans, net (including loan fee income)
 $435,694  $29,167   6.69% $397,560  $28,040   7.05% $347,029  $26,347   7.59%
Mortgage-backed securities
  227,471   11,074   4.87   170,592   8,404   4.93   120,314   5,764   4.73 
Tax exempt securities (1)
  76,746   3,381   4.41   58,065   2,930   5.05   53,599   2,823   5.19 
Taxable securities
  27,298   880   3.22   27,298   1,081   3.96   28,529   1,213   4.19 
Federal funds sold
  11,466   33   0.29   8,575   183   2.13   12,375   638   5.08 
Deposits with banks
  5,171   13   0.25   1,235   5   0.40   173   4   2.31 
 
                           
Total interest earning assets
  783,846   44,548   5.68   663,325   40,643   6.13   562,019   36,789   6.52 
Non interest earning assets:
                                    
Cash and due from banks
  13,574           15,408           16,081         
Other assets
  29,397           26,206           22,242         
 
                                 
Total assets
 $826,817          $704,939          $600,342         
 
                                 
 
                                    
Interest bearing liabilities:
                                    
Savings, NOW and money market deposits
 $376,429  $3,698   0.98% $315,481  $5,681   1.80% $287,450  $7,634   2.66%
Certificates of deposit of $100,000 or more
  81,838   1,974   2.41   66,578   2,125   3.19   35,965   1,452   4.04 
Other time deposits
  68,289   1,551   2.27   37,413   1,148   3.07   28,044   1,058   3.77 
Federal funds purchased and repurchase agreements
  29,607   401   1.35   24,595   478   1.94   6,035   288   4.71 
Federal Home Loan Bank term advances
  82   1   1.22   4,552   57   1.25   110   5   4.55 
Junior subordinated debentures
  2,263   190   8.40                   
 
                           
Total interest bearing liabilities
  558,508   7,815   1.40   448,619   9,489   2.12   357,604   10,437   2.92 
Non interest bearing liabilities:
                                    
Demand deposits
  205,984           197,179           191,022         
Other liabilities
  6,086           5,428           4,229         
 
                                 
Total liabilities
  770,578           651,226           552,855         
Stockholders’ equity
  56,239           53,713           47,487         
 
                                 
Total liabilities and stockholders’ equity
 $826,817          $704,939          $600,342         
 
                                 
 
                                    
Net interest income/interest rate spread (2)
      36,733   4.28%      31,154   4.01%      26,352   3.60%
 
                              
 
                                    
Net interest earning assets/net interest margin (3)
 $225,338   4.69%     $214,706   4.70%     $204,415   4.69%    
 
                              
 
                                    
Ratio of interest earning assets to interest bearing liabilities
  140.35%          147.86%          157.16%        
 
                                 
 
                                    
Less: Tax equivalent adjustment
      (1,180)          (1,023)          (925)    
 
                                 
 
                                    
Net interest income
     $35,553          $30,131          $25,427     
 
                                 
   
(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.

 

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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 Bank’s 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 that 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.
                         
  2009 Over 2008  2008 Over 2007 
Years Ended December 31, Changes Due To  Changes Due To 
(In thousands)
         Net          Net 
  Volume  Rate  Change  Volume  Rate  Change 
Interest income on interest earning assets:
                        
Loans (including loan fee income)
 $2,603  $(1,476) $1,127  $3,653  $(1,960) $1,693 
Mortgage-backed securities
  2,773   (103)  2,670   2,473   167   2,640 
Tax exempt securities (1)
  857   (406)  451   229   (122)  107 
Taxable securities
     (201)  (201)  (51)  (81)  (132)
Federal funds sold
  46   (196)  (150)  (156)  (299)  (455)
Deposits with banks
  10   (2)  8   7   (6)  1 
 
                  
Total interest earning assets
  6,289   (2,384)  3,905   6,155   (2,301)  3,854 
 
                  
 
                        
Interest expense on interest bearing liabilities:
                        
Savings, NOW and money market deposits
  950   (2,933)  (1,983)  689   (2,642)  (1,953)
Certificates of deposit of $100,000 or more
  432   (583)  (151)  1,028   (355)  673 
Other time deposits
  761   (358)  403   311   (221)  90 
Federal funds purchased and repurchase agreements
  86   (163)  (77)  446   (256)  190 
Federal Home Loan Bank Advances
  (55)  (1)  (56)  58   (6)  52 
Junior subordinated debentures
  190      190             
 
                  
Total interest bearing liabilities
  2,364   (4,038)  (1,674)  2,532   (3,480)  (948)
 
                  
Net interest income
 $3,925  $1,654  $5,579  $3,623  $1,179  $4,802 
 
                  
   
(1) 
The above table is presented on a tax equivalent basis.
The net interest margin remained stable at 4.69% in 2009 compared to 4.70% for the year ended December 31, 2008 and 4.69% in 2007. The yield on average total interest earning assets decreased approximately 45 basis points during 2009 compared to the prior year and the cost of interest bearing liabilities decreased approximately 72 basis points. The net interest margin during 2009 was also impacted by the issuance of $16.0 million in junior subordinated debentures.
Net interest income was $35.6 million in 2009 compared to $30.1 million in 2008 and $25.4 million in 2007. The increase in net interest income of $5.5 million or 18.0% as compared to 2008 primarily resulted from the effect of the increase in the volume of average total interest earning assets and the decrease in the cost of average total interest bearing liabilities being greater than the effect of the increase in volume of average total interest bearing liabilities and the decrease in yield on average total interest earning assets. The increase in net interest income of $4.7 million or 18.5% in 2008 as compared to 2007 primarily resulted from the effect of the increase in the volume of average total interest earning assets and the decrease in the cost of average total interest bearing liabilities being greater than the effect of the increase in volume of average total interest bearing liabilities and the decrease in yield on average total interest earning assets.
Average total interest earning assets grew by $120.5 million or 18.2% to $783.8 million in 2009 compared to $663.3 million in 2008. During this period, the yield on average total interest earning assets decreased to 5.68% from 6.13%. Average interest earning assets grew $101.3 million or 18.0% in 2008 from $562.0 million in 2007. During this period, the yield on average total interest earning assets decreased to 6.13% from 6.52%.
For the year ended December 31, 2009, average loans grew by $38.1 million or 9.6% to $435.7 million as compared to $397.6 million in 2008 and increased $50.6 million or 14.6% in 2008 as compared to $347.0 million in 2007. Real estate mortgage loans and commercial loans primarily contributed to the growth. The Bank remains committed to growing loans with prudent underwriting, sensible pricing and limited credit and extension risk.

 

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For the year ended December 31, 2009, average total investments increased by $75.6 million or 29.5% to $331.5 million as compared to $256.0 million in 2008 and increased $53.5 million or 26.4% in 2008 as compared to $202.4 million in 2007. 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 2009 resulting in a net gain of $529,000 compared to a net loss of $101,000 in 2007. There were no sales of securities in 2008. Average federal funds sold increased to $11.5 million or 33.7% in 2009 from $8.6 million in 2008 and decreased $3.8 million or 30.7% in 2008 as compared to $12.4 million in 2007. The decrease in the average federal funds sold in 2008 was primarily due to growth in the average loans and investments.
Average total interest bearing liabilities were $558.5 million in 2009 compared to $448.6 million in 2008 and $357.6 million in 2007. The Bank grew deposits during 2009 as a result of the maturing of three new branches opened during 2007, two new branches opening during 2009 and the building of new relationships in existing markets. The Bank offered deposit promotions during 2008 and 2007 in connection with increased competition in the market to reduce potential core deposits outflows. In 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. The cost of interest bearing liabilities decreased to 1.40% for 2009 as compared to a cost of 2.12% during 2008 and 2.92% in 2007. Since the Company’s interest bearing liabilities generally reprice or mature more quickly than its interest earning assets, an increase in short term interest rates would initially result 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. Funding costs continued to decline in 2009 through prudent management of deposit pricing in response to the Federal Reserve lowering the targeted federal funds rate and discount rate in December 2008 and maintaining those levels throughout 2009.
For the year ended December 31, 2009, average total deposits increased by $115.9 million or 18.8% to $732.5 million as compared to average total deposits of $616.7 million for the year ended December 31, 2008. Components of this increase include an increase in average demand deposits for 2009 of $8.8 million or 4.5% to $206.0 million as compared to average demand deposits for 2008. The average balances in savings, NOW and money market accounts increased $60.9 million or 19.3% to $376.4 million for the year ended December 31, 2009 compared to the same period last year. Average balances in certificates of deposit of $100,000 or more and other time deposits increased $46.1 million or 44.4% to $150.1 million for 2009 as compared to 2008. Average public fund deposits comprised 17.3% of total average deposits during 2009 and 20.6% of total average deposits during 2008. Average federal funds purchased and repurchase agreements together with average other borrowed money and average Federal Home Loan Bank term advances increased $0.5 million or 1.9% for the year ended December 31, 2009 as compared to average balances for the same period in the prior year.
Total interest income increased to $43.4 million in 2009 from $39.6 million in 2008 and $35.9 million in 2007, an increase of 9.5% between 2009 and 2008 and a 10.5% increase between 2008 and 2007. The ratio of interest earning assets to interest bearing liabilities decreased to 140.35% in 2009 as compared to 147.86% in 2008 and 157.16% in 2007. Interest income on loans increased $1.1 million in 2009 over 2008 and increased $1.7 million in 2008 over 2007 primarily due to growth in the loan portfolio. The yield on average loans was 6.69% for 2009, 7.05% for 2008 and 7.59% for 2007.
Interest income on investments in residential mortgage-backed, taxable and tax exempt securities increased $2.8 million or 24.3% in 2009 to $14.2 million from $11.4 million in 2008 and increased $2.5 million or 28.4% in 2008 from $8.9 million in 2007. Interest income on securities included net amortization of premiums on securities of $305,000 in 2009 compared to net accretion of discounts of $55,000 in 2008 and $22,000 in 2007 as the rate environment changed and prepayments substantially increased on the mortgage-backed security portfolio. The tax adjusted average yield on total securities decreased to 4.63% in 2009 from 4.85% in 2008 and 4.84% in 2007.
Total interest expense decreased $1.7 million or 17.6% to $7.8 million in 2009 and decreased $0.9 million or 9.1% to $9.5 million in 2008 from $10.4 million in 2007. The decrease in interest expense in 2009 resulted from the Federal Reserve lowering the targeted federal funds rate and discount rate and the prudent management of deposit pricing. The decrease in interest expense in 2008 resulted from the lower cost of average interest bearing liabilities. The cost of average interest bearing liabilities was 1.40% in 2009, 2.12% in 2008, and 2.92% in 2007.
Provision for Loan Losses
The Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s 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 Bank’s 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.

 

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Loans of approximately $31.7 million or 7.1% of total loans at December 31, 2009 were classified as potential problem loans compared to $9.8 million or 2.3% at December 31, 2008 and $12.9 million or 3.4% at December 31, 2007. 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 2009 level of potential problem loans reflects the current economic environment as well as management’s decision to enhance the asset and credit quality review process of the loan portfolio. This process includes the early identification of potential problem loans, a more stringent assessment of potential credit weaknesses and expanding the scope and depth of individual credit reviews.
At December 31, 2009, approximately $30 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 $1.7 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.
CRE loans represented $211.6 million or 47.2% of the total loan portfolio at December 31, 2009 compared to $190.7 million or 44.4% at December 31, 2008 and $167.8 million or 44.7% at December 31, 2007. The Bank’s 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 Bank’s 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 December 31, 2009 and December 31, 2008, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $9.1 million and $6.3 million, respectively. 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 loan’s effective interest rate. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve 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 increased $2.8 million to $5.9 million or 1.32% of total loans at December 31, 2009 from $3.1 million or 0.71% of total loans at December 31, 2008. Approximately $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. In 2008, nonaccrual loans increased $2.9 million to $3.1 million from $0.2 million in 2007. The increase in non accrual loans at December 31, 2008 was due to a single loan of approximately $2.5 million.
In addition, the Company has one borrower with TDR loans of $3.2 million at 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 $187,000 of interest income has been recognized. There were no loans considered to be trouble debt restructurings at December 31, 2007.
The Bank had no foreclosed real estate at December 31, 2009, 2008 and 2007, respectively.
Net charge-offs were $2,058,000 for the year ended December 31, 2009 compared to $1,001,000 for the year ended December 31, 2008 and $158,000 for the year ended December 31, 2007. The ratio of allowance for loan losses to nonaccrual loans was 103%, 129% and 1290%, at December 31, 2009, 2008, and 2007, respectively.
Based on our continuing review of the overall loan portfolio, the current asset quality of the portfolio, the growth in the loan portfolio and the net charge-offs or recoveries, a provision for loan losses of $4.2 million was recorded in 2009 as compared to $2.0 million in 2008 and $0.6 million in 2007. The allowance for loan losses increased to $6.0 million at December 31, 2009 as compared to $4.0 million at December 31, 2008 and $3.0 million at December 31, 2007. As a percentage of total loans, the allowance was 1.35%, 0.92% and 0.79% at December 31, 2009, 2008 and 2007, respectively. Management continues to carefully monitor the loan portfolio as well as real estate trends on eastern Long Island. The Bank’s 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.

 

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The following table sets forth changes in the allowance for loan losses:
                     
December 31, 2009  2008  2007  2006  2005 
(Dollars in thousands)
 
Allowance for loan losses balance at beginning of period
 $3,953  $2,954  $2,512  $2,383  $2,188 
 
                    
Charge-offs:
                    
Commercial real estate mortgage loans
  100             
Residential real estate mortgage loans
  707   480         7 
Commercial, financial and agricultural loans
  796   534   203   33   153 
Installment/consumer loans
  228   56   23   50   129 
Real estate construction loans
  262             
 
               
Total
  2,093   1,070   226   83   289 
 
                    
Recoveries:
                    
Commercial real estate mortgage loans
               
Residential real estate mortgage loans
  6      1   6   17 
Commercial, financial and agricultural loans
  28   53   13   59   37 
Installment/consumer loans
  1   16   54   62   30 
Real estate construction loans
              100 
 
               
Total
  35   69   68   127   184 
 
                    
Net (charge-offs) recoveries
  (2,058)  (1,001)  (158)  44   (105)
Provision for loan losses charged to operations
  4,150   2,000   600   85   300 
 
               
Balance at end of period
 $6,045  $3,953  $2,954  $2,512  $2,383 
 
               
Ratio of net (charge-offs) recoveries during period to average loans outstanding
  (0.47%)  (0.25%)  (0.05%)  0.01%  (0.04%)
 
               
Allocation of Allowance for Loan Losses
The following table sets forth the allocation of the total allowance for loan losses by loan type:
                                         
Years Ended December 31, 2009  2008  2007  2006  2005 
(Dollars in thousands)
     Percentage      Percentage      Percentage      Percentage      Percentage 
      of Loans      of Loans      of Loans      of Loans      of Loans 
     to Total      to Total      to Total      to Total      to Total 
  Amount  Loans  Amount  Loans  Amount  Loans  Amount  Loans  Amount  Loans 
Commercial real estate mortgage loans
 $2,452   47.3% $1,778   44.4% $1,820   44.7% $1,715   51.2% $1,527   44.9%
Residential real estate mortgage loans
  2,384   32.0   1,152   32.4   310   33.4   239   32.6   236   33.2 
Commercial, financial and agricultural loans
  891   17.2   696   16.8   484   15.6   358   9.0   327   12.8 
Installment/consumer loans
  279   2.2   61   2.6   87   2.3   79   2.7   110   3.2 
Real estate construction loans
  39   1.3   266   3.8   253   4.0   121   4.5   183   5.9 
 
                              
Total
 $6,045   100.0% $3,953   100.0% $2,954   100.0% $2,512   100.0% $2,383   100.0%
 
                              
Non Interest Income
Total non interest income increased by $0.1 million or 1.8% in 2009 to $6.2 million and increased $0.4 million or 6.8% to $6.1 million in 2008 as compared to $5.7 million in 2007. The increase in total non interest income in 2009 compared to 2008 was due to $0.5 million in net securities gains partially offset by a $0.2 million decrease in revenues from the title insurance abstract subsidiary, Bridge Abstract, a $0.07 million decrease in service charges on deposit accounts, a decrease of $0.08 million in fees for other customer services and a decline of $0.05 million in other operating income. The increase in total non interest income during 2008 compared to 2007 was due to a $0.5 million increase in service charges on deposit accounts, and an increase of $0.025 million in fees for other customer services partly offset by a $0.2 million decrease in revenues from the title insurance abstract subsidiary, Bridge Abstract, and a decrease in other operating income of $0.05 million. Excluding net securities gains and losses, total non interest income decreased $0.4 million or 6.9% in 2009 and increased $0.3 million or 4.9% for the year ended December 31, 2008.
Net security gains of $529,000 were recognized in 2009 compared to no security gains or losses recognized in 2008 and net security losses of $101,000 recognized in 2007. The sales of securities were due to repositioning of the available for sale investment portfolio.

 

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Bridge Abstract, the Bank’s title insurance abstract subsidiary, generated title fee income of $0.9 million, $1.1 million, and $1.3 million in 2009, 2008 and 2007, respectively. The decrease of $0.2 million or 19.4% in 2009 and the decrease of $0.2 million or 16.4% in 2008, was due to a decrease in the number and average value of transactions processed by the subsidiary.
Fees from other customer services decreased $0.08 million or 4.6% to $1.7 million in 2009 as compared to $1.8 million in 2008. The decrease was due primarily to lower sales volume in our merchant and debit card cash management services. Fees from other customer services increased $0.025 million or 1.4% in 2008 as compared to 2007. Service charges on deposit accounts for the year ended December 31, 2009 totaled $3.0 million, a decrease of $0.07 million as compared to 2008. This decrease predominately represents lower overdraft fees. For the year ended December 31, 2008, service charges were $3.1 million, an increase of $0.5 million from 2007.
Other operating income for the year ended December 31, 2009 totaled $67,000, a decrease of $51,000 or 43.2% from $118,000 for the year ended December 31, 2008, and decreased $48,000 or 28.9% in 2008 from the prior year.
Non Interest Expense
Non interest expenses increased $3.6 million or 17.1% in 2009 to $24.8 million from $21.2 million in 2008, and increased $3.0 million or 16.5% in 2008 from $18.2 million in 2007. The primary components of these changes were higher salaries and employee benefits, net occupancy expense, furniture and fixture expense, FDIC assessments and other operating expenses. Salaries and benefits increased $1.4 million or 10.8% in 2009 as compared to 2008 and increased $2.0 million or 18.2% in 2008 as compared to 2007. The increases in salary and benefits reflect filling vacant positions, hiring new employees to support the Company’s expanding infrastructure and new branch offices, and the related employee benefit costs associated with the new employees, including higher medical, and pension expenses.
Net occupancy expense increased $0.4 million or 25.0% to $2.3 million in 2009 from $1.9 million in 2008 and increased $0.2 million or 7.8% in 2008 from $1.7 million in 2007. Higher net occupancy expenses were due to increases in maintenance and supplies, and rent expense related to the new branch offices in 2009 as well as annual rent increases in other branch locations. Higher net occupancy expenses in 2008 were due to increases in depreciation expense and rent expense related to the new branch offices as well as annual rent increases in other branch locations. Furniture and fixture expense increased $0.2 million or 18.5% to $1.0 million in 2009 from $0.85 million in 2008 and increased $0.02 million or 2.0% in 2008 from $0.83 million in 2007. The increase in furniture and fixture expense relates primarily to the opening of new branches. FDIC assessments increased $1.3 million or 489.5% to $1.6 million in 2009 from $0.3 million in 2008 and increased $0.2 million or 304.5% in 2008 from $0.07 million in 2007. The increases during 2009 and 2008 relate to growth in deposits and higher assessment rates. Additionally during 2009, the Bank incurred a special assessment fee from the FDIC of $0.4 million. Other operating expenses increased $0.3 million or 6.2% to $4.8 million in 2009 from $4.5 million in 2008 and increased $0.6 million or 15.6% in 2008 from $3.9 million in 2007. The increase during 2009 included higher professional fees associated with legal and consulting fees. The increase during 2008 included higher professional fees associated with the listing and trading of the Company’s common stock on the NASDAQ Global Select Market, the special shareholders meeting legal work and outsourced internal audits.
Income Tax Expense
Income tax expense for December 31, 2009, 2008, and 2007 was $4.0 million, $4.3 million and $4.0 million, respectively. The decrease in 2009 was due to a decrease in income before income taxes of $0.2 million to $12.8 million from $13.0 million in 2008 and a lower effective tax rate. The increase in income tax expense in 2008 was due to an increase in income before income before taxes of $0.7 million to $13.0 million from $12.3 million in 2007. The effective tax rate was 31.6%, 32.9% and 32.8% for the years ended December 31, 2009, 2008, and 2007, respectively.
FINANCIAL CONDITION
The assets of the Company totaled $897.3 million at December 31, 2009, an increase of $58.2 million or 6.9% from the previous year-end. This increase was primarily driven by growth in total securities, net, of $26.8 million, total loans of $18.4 million, other assets of $6.9 million, and an increase of $5.3 million in cash and cash equivalents.
This growth in assets was funded principally by growth in deposits fueled by increased sales initiatives and maturation of newer branches, and borrowings. The deposit growth occurred in all markets and included both new commercial and consumer relationships. Core retail and commercial deposits increased $111.1 million or 21.3% over the prior year to $632.0 million at December 31, 2009. Demand deposits increased $30.9 million or 17.1% to $212.1 million at December 31, 2009 compared to $181.2 million at December 31, 2008. Savings, NOW and money market deposits increased $95.5 million or 27.7% to $440.4 million at December 31, 2009 from $344.9 million at December 31, 2008. Certificates of deposit of $100,000 or more decreased $4.8 million or 6.1% and other time deposits increased $12.7 million or 23.2%.

 

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Due to the significant growth in deposits, there were no Federal funds purchased and FHLB overnight borrowings at December 31, 2009 compared to $70.9 million at December 31, 2008. In addition, there were no Federal Home Loan Bank term advances as of December 31, 2009 compared to $30.0 million outstanding at December 31, 2008. Repurchase agreements were flat at $15.0 million outstanding at December 31, 2009 and December 31, 2008, respectively. During 2008, market opportunities contributed to the fourth quarter strategy to utilize wholesale funding to increase securities holdings and manage seasonal deposit flows. This strategy enhanced earnings and assisted in managing the Bank’s liquidity.
Other liabilities increased $3.0 million to $10.3 million at December 31, 2009 from $7.3 million at December 31, 2008 due primarily to an increase in deferred tax liabilities related to the increase in unrealized gains on securities as of December 31, 2009 compared to December 31, 2008.
Total stockholders’ equity was $61.9 million at December 31, 2009, an increase of $5.8 million or 10.2% from December 31, 2008 primarily due to net income of $8.8 million, an increase in net unrealized gains on securities of $1.8 million partially offset by the declaration of dividends totaling $5.7 million and the issuance of shares of common stock pursuant to the equity incentive plan. In December 2009, the Company declared a quarterly dividend of $0.23 per share. The Company continues its long term trend of uninterrupted dividends.
Loans
During 2009, the Company continued to experience growth trends in commercial and residential real estate lending. The concentration of loans in our primary market areas may increase risk. Unlike larger banks that are more geographically diversified, the Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area on eastern Long Island. The markets in which the Company operates have experienced substantial growth in construction and land development activity over the past several years, which has been a factor in overall loan growth. The local economic conditions on eastern Long Island have a significant impact on the volume of loan originations and the quality of our loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond the Company’s control would impact these local economic conditions and could negatively affect the financial results of the Company’s operations. Additionally, while the Company has a significant amount of commercial real estate loans, the majority of which are owner-occupied, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on the Company’s earnings.
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 Bank’s 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.
The Bank targets its business lending and marketing initiatives towards promotion of loans that primarily meet the needs of small to medium-sized businesses. These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. If general economic conditions negatively impact these businesses, the results of operations and financial condition may be adversely affected.
With respect to the underwriting of loans, there are certain risks, including the risk of non-payment that is associated with each type of loan that the Bank markets. Approximately 80.6% of the Bank’s loan portfolio at December 31, 2009 is secured by real estate and approximately 47.3% is comprised of commercial real estate loans. Residential real estate mortgage loans represent 32.0% of the Bank’s loan portfolio and include home equity lines of credit of approximately 14.7%, residential mortgages of approximately 14.1%, and residential land loans of approximately 3.2%. Real estate construction loans comprise approximately 1.3% of the Bank’s loan portfolio. Risks associated with a concentration in real estate loans include potential losses from fluctuating values of land and improved properties. Home equity loans represent loans originated in the Bank’s geographic markets with original loan to value ratios generally of 75% or less. The Bank’s residential mortgage portfolio includes approximately $4.3 million in interest only mortgages. The underwriting standards for interest only mortgages are consistent with the remainder of the loan portfolio and do not include any features that result in negative amortization. Largest loan concentrations by industry are loans granted to lessors of commercial property both owner occupied and nonowner occupied. The Bank uses conservative underwriting criteria to better insulate itself from a downturn in real estate values and economic conditions on eastern Long Island that could have a significant impact on the value of collateral securing the loans as well as the ability of customers to repay loans.
The remainder of the loan portfolio is comprised of commercial and consumer loans, which represent approximately 19.4% of the Bank’s loan portfolio. The primary risks associated with commercial loans are the cash flow of the business, the experience and quality of the borrowers’ management, the business climate, and the impact of economic factors. The primary risks associated with consumer loans relate to the borrower, such as the risk of a borrower’s unemployment as a result of deteriorating economic conditions or the amount and nature of a borrower’s other existing indebtedness, and the value of the collateral securing the loan if the Bank must take possession of the collateral. Consumer loans also have risks associated with concentrations of loans in a single type of loan.

 

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The Bank’s policy for charging off loans is a multi-step process. A loan is considered a potential charge-off when it is in default of either principal or interest for a period of 90, 120 or 180 days, depending upon the loan type, as of the end of the prior month. In addition to date criteria, other triggering events may include, but are not limited to, notice of bankruptcy by the borrower or guarantor, death of the borrower, and deficiency balance from the sale of collateral. These loans identified are presented for evaluation at the regular meeting of the Classification Committee. The recovery of charged-off balances is actively pursued until the potential for recovery has been exhausted, or until the expense of collection does not justify the recovery efforts.
Total loans grew $18.4 million or 4.3%, during 2009 and $54.4 million or 14.5% during 2008. Average net loans grew $38.1 million or 9.6% during 2009 over 2008 and $50.5 million or 14.6% during 2008 when compared to 2007. Real estate mortgage loans were the largest contributor of the growth for both 2009 and 2008 and increased $16.3 million or 4.8% and $37.5 million or 12.4%, respectively. Commercial real estate mortgage loans grew $20.9 million or 11.0% during 2009 and residential real estate mortgage loans grew $4.0 million or 2.8% during 2009. Commercial, financial and agricultural loans increased $4.8 million or 6.6% in 2009 from 2008 and increased $13.5 million or 27.9% in 2008 from 2007. Real estate construction loans decreased $10.3 million or 63.5% in 2009 and increased $1.3 million or 8.8% in 2008. Installment/consumer loans decreased $1.3 million or 11.4% in 2009 and increased $2.5 million or 29.6% during 2008. Fixed rate loans represented 25.2%, 23.3% and 19.2% of total loans at December 31, 2009, 2008, and 2007, respectively.
The following table sets forth the major classifications of loans:
                     
December 31, 2009  2008  2007  2006  2005 
(In thousands)                    
Commercial real estate mortgage loans
 $211,647  $190,727  $167,770  $166,950  $135,570 
Residential real estate mortgage loans
  143,312   139,342   125,317   106,189   100,219 
Commercial, financial, and agricultural loans
  76,867   72,093   58,637   29,183   38,783 
Installment/consumer loans
  9,821   11,081   8,553   8,848   9,827 
Real estate construction loans
  5,906   16,174   14,867   14,767   17,960 
 
               
 
                    
Total loans
  447,553   429,417   375,144   325,937   302,359 
Net deferred loan costs and fees
  485   266   92   60   (95)
 
               
 
  448,038   429,683   375,236   325,997   302,264 
Allowance for loan losses
  (6,045)  (3,953)  (2,954)  (2,512)  (2,383)
 
               
Net loans
 $441,993  $425,730  $372,282  $323,485  $299,881 
 
               
Selected Loan Maturity Information
The following table sets forth the approximate maturities and sensitivity to changes in interest rates of certain loans, exclusive of real estate mortgage loans and installment/consumer loans to individuals as of December 31, 2009:
                 
      After One       
  Within One  But Within  After    
  Year  Five Years  Five Years  Total 
(In thousands)            
Commercial loans
 $12,565  $22,199  $42,103  $76,867 
Construction loans (1)
  2,470   444   2,992   5,906 
 
            
Total
 $15,035  $22,643  $45,095  $82,773 
 
            
 
                
Rate provisions:
                
 
                
Amounts with fixed interest rates
 $12,508  $21,715  $33,972  $68,195 
Amounts with variable interest rates
  2,527   928   11,123   14,578 
 
            
Total
 $15,035  $22,643  $45,095  $82,773 
 
            
   
(1) 
Included in the “After Five Years” column, are one-step construction loans that contain a preliminary construction period (interest only) that automatically converts to amortization at the end of the construction phase.

 

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Past Due, Nonaccrual and Restructured Loans
The following table sets forth selected information about past due, nonaccrual and restructured loans:
                     
December 31, 2009  2008  2007  2006  2005 
(In thousands)                    
Loans 90 days or more past due and still accruing
 $  $  $  $  $ 
Nonaccrual loans
  1,001   3,068   229   305   658 
Restructured loans — Nonaccrual
  4,890         118    
Restructured loans — Performing
  3,229   3,229          
Other real estate owned, net
               
 
               
Total
 $9,120  $6,297  $229  $423  $658 
 
               
                     
Years Ended December 31, 2009  2008  2007  2006  2005 
(In thousands)                    
Gross interest income that has not been paid or recorded during the year under original terms:
                    
Nonaccrual loans
 $52  $127  $12  $9  $38 
Restructured loans
  189   12      1    
 
                    
Gross interest income recorded during the year:
                    
Nonaccrual loans
 $37  $189  $5  $12  $17 
Restructured loans
  288   238      9    
 
 
Commitments for additional funds
               
The following table sets forth impaired loans by loan type:
                     
December 31, 2009  2008  2007  2006  2005 
(In thousands)                    
Nonaccrual Loans:
                    
Commercial real estate mortgage loans
 $324  $  $  $  $460 
Residential real estate mortgage loans
  511   426   223   182   198 
Commercial, financial & agricultural loans
  61   96   6   108    
Installment/consumer loans
  105   6      15    
Real estate construction loans
     2,540          
 
               
Total
  1,001   3,068   229   305   658 
 
               
 
                    
Restructured Loans:
                    
Commercial real estate mortgage loans
  3,229   3,229          
Residential real estate mortgage loans
  4,890             
Commercial, financial & agricultural loans
           118    
Installment/consumer loans
               
Real estate construction loans
               
 
               
Total
  8,119   3,229      118    
 
               
 
                    
Total Impaired Loans
 $9,120  $6,297  $229  $423  $658 
 
               
Restructured loans totaled $8.1 million at December 31, 2009, of which $4.9 million of the restructured loans were nonaccrual as of December 31, 2009.
Securities
Total securities increased to $383.5 million at December 31, 2009 from $354.1 million at December 31, 2008. The available for sale portfolio decreased 1.5% to $306.1 million from $310.7 million at December 31, 2008. Securities held as available for sale may be sold in response to, or in anticipation of, changes in interest rates and resulting prepayment risk, or other factors. U.S. government sponsored entity (“U.S. GSE”) securities increased to $45.9 million at December 31, 2009 from $30.1 million at December 31, 2008, while state and municipal obligations decreased by $6.8 million, residential mortgage-backed securities decreased by $40.6 million and residential collateralized mortgage obligations increased by $27.0 million. Securities held to maturity increased 78.2% to $77.4 million at December 31, 2009 compared to $43.4 million at December 31, 2008. Residential collateralized mortgage obligations held to maturity decreased to $18.3 million at December 31, 2009 from $19.3 at December 31, 2008, while U.S. GSE securities increased by $5.0 million and state and municipal obligations increased by $30.0 million. Fixed rate securities represented 87.4% of total securities at December 31, 2009 compared to 84.7% at December 31, 2008. Residential collateralized mortgage obligations represented approximately 36.6% of the available for sale balance at December 31, 2009 as compared to 27.4% at the prior year-end. A change in market rates was the primary reason for the net increase in unrealized gains in securities available for sale, which increased other comprehensive income.

 

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Total securities include restricted securities which represent FHLB and FRB stock, of $1.2 million and $3.8 million at December 31, 2009 and 2008, respectively.
A summary of the amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of securities is as follows:
The following table sets forth the fair value, amortized cost, maturities and approximated weighted average yield at December 31, 2009. 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. Yields on tax-exempt obligations have been computed on a tax-equivalent basis.
                                                         
  Within  After One But  After Five But  After    
December 31, 2009 One Year  Within Five Years  Within Ten Years  Ten Years  Total 
(Dollars in thousands)
 Fair  Amortized      Fair  Amortized      Fair  Amortized      Fair  Amortized      Fair  Amortized 
 Value  Cost      Value  Cost      Value  Cost      Value  Cost      Value  Cost 
  Amount  Amount  Yield  Amount  Amount  Yield  Amount  Amount  Yield  Amount  Amount  Yield  Amount  Amount 
Available for sale:
                                                        
 
                                                        
U.S. GSE securities
 $2,892  $2,791   4.60% $34,662  $34,747   2.14% $8,385  $8,249   3.07% $  $   % $45,939  $45,787 
State and municipal obligations
  5,972   5,898   4.51   19,712   18,896   4.93   16,121   15,546   6.09            41,805   40,340 
Residential mortgage-backed securities
  3,990   4,009   3.83   6,016   5,828   4.32   24,432   23,582   4.33   71,899   68,418   5.12   106,337   101,837 
Residential collateralized mortgage obligations
                    9,444   9,378   2.86   102,587   100,064   4.44   112,031   109,442 
 
                                          
Total available for sale
  12,854   12,698   4.32   60,390   59,471   3.24   58,382   56,755   4.39   174,486   168,482   4.72   306,112   297,406 
 
                                          
 
                                                        
Held to maturity:
                                                        
 
                                                        
U.S. GSE securities
                    4,927   5,000   4.02            4,927   5,000 
State and municipal obligations
  29,724   29,685   1.97   24,241   23,894   3.16   531   525   4.32            54,496   54,104 
Residential mortgage-backed securities
                                          
Residential collateralized mortgage obligations
                             18,907   18,320   4.63   18,907   18,320 
 
                                          
Total held to maturity
  29,724   29,685   1.97   24,241   23,894   3.16   5,458   5,525   4.05   18,907   18,320   4.63   78,330   77,424 
 
                                          
Total securities
 $42,578  $42,383   2.67% $84,631  $83,365   3.22% $63,840  $62,280   4.36% $193,393  $186,802   4.71% $384,442  $374,830 
 
                                          
Deposits and Borrowings
Borrowings including Fed Funds purchased, repurchase agreements and FHLB term advances, decreased $100.9 million to $15.0 million at December 31, 2009 from the prior year-end. Total deposits increased $134.5 million or 20.4% in 2009 as compared to 2008. The growth in deposits is attributable to an increase in core deposits of $111.1 million, driven by the opening of three new branches during 2007, two new branches opening during 2009 and the building of new relationships in current markets, as well as an increase of $23.3 million in public funds deposits. Demand deposits increased $30.9 million or 17.1% and Savings, NOW and money market deposits increased $95.6 million or 27.7% primarily related to core deposits growth. Certificates of deposit of $100,000 or more decreased $4.8 million or 6.1% from December 31, 2008 and other time deposits increased $12.7 million or 23.2% as compared to the prior year.

 

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The following table sets forth the remaining maturities of the Bank’s time deposits at December 31, 2009:
             
  Less than  $100,000 or    
  $100,000  Greater  Total 
(In thousands) 
3 Months or less
 $24,847  $23,377  $48,224 
Over 3 through 6 months
  17,898   18,277   36,175 
Over 6 through 12 months
  17,956   25,276   43,232 
Over 12 months through 24 months
  5,445   3,951   9,396 
Over 24 months through 36 months
  658   701   1,359 
Over 36 months through 48 months
  559   1,003   1,562 
Over 48 months through 60 months
  122   816   938 
Over 60 months
  68      68 
 
         
Total
 $67,553  $73,401  $140,954 
 
         
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 Company’s principal sources of liquidity included cash and cash equivalents of $7.5 million as of December 31, 2009, 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 2009, the Bank declared and paid $4.5 million in cash dividends to the Company. At December 31, 2009, the Bank had $10.3 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 Bank’s 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.
The Bank’s 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 Bank’s operating, financing, lending and investing activities during any given period. Other sources of liquidity include loan and investment securities principal repayments and maturities, lines of credit with other financial institutions including the Federal Home Loan Bank, growth in core deposits and sources of wholesale funding such as brokered certificates of deposit. 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 full-service 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.
During 2009 and 2008, the Bank grew its individual, partnership and corporate account balances (“core deposits”) as well as its level of public funds. During 2007, the Bank grew its core deposits and reduced its level of public funds. The Bank’s Asset/Liability and Funds Management Policy allows for wholesale borrowings of up to 25% of total assets. At December 31, 2009, 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. As of December 31, 2009, there were no overnight borrowings under these lines. The Bank had $15.0 million of securities sold under agreements to repurchase outstanding as of December 31, 2009 with brokers. In addition, the Bank has an approved broker relationship for the purpose of issuing brokered certificates of deposit. As of December 31, 2009 the Bank had no brokered certificates of deposits. As of December 31, 2008, the Bank had issued $5.0 million of brokered certificates of deposit.
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 Bank’s 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.

 

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CONTRACTUAL OBLIGATIONS
In the ordinary course of operations, the Company enters into certain contractual obligations.
The following represents contractual obligations outstanding at December 31, 2009:
                     
  Total             
  Amounts  Less than  One to  Four to Five  Over Five 
  Committed  One Year  Three Years  Years  Years 
(In thousands)               
Operating leases
 $4,793  $827  $976  $925  $2,065 
Purchase obligation
  250   250          
FHLB term advances and repurchase agreements
  15,000         5,000   10,000 
Junior subordinated debentures
  16,002            16,002 
Time deposits
  140,954   127,631   10,755   2,500   68 
 
               
Total contractual obligations outstanding
 $176,999  $128,708  $11,731  $8,425  $28,135 
 
               
COMMITMENTS, CONTINGENT LIABILITIES, AND OFF-BALANCE SHEET ARRANGEMENTS
Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, often including obtaining collateral at exercise of the commitment. At December 31, 2009, the Company had $25.4 million in outstanding loan commitments and $103.4 million in outstanding commitments for various lines of credit including unused overdraft lines. The Company also has $1.2 million of standby letters of credit as of December 31, 2009. See Note 12 of the Notes to the Consolidated Financial Statements for additional information on loan commitments and standby letters of credit.
CAPITAL RESOURCES
Stockholders’ equity increased to $61.9 million at December 31, 2009 from $56.1 million at December 31, 2008 as a result of undistributed net income; plus the change in net unrealized appreciation in securities available for sale, net of deferred taxes; the change in pension liability under FASB ASC 715-30, net of deferred taxes; and the issuance of shares of common stock pursuant to the equity incentive plan; less the declaration of dividends. The ratio of average stockholders’ equity to average total assets decreased to 6.80% at year end 2009 from 7.62% at year end 2008.
The Company’s capital strength is paralleled by the solid capital position of the Bank, as reflected in the excess of its regulatory capital ratios over the risk-based capital adequacy ratio levels required for classification as a “well capitalized” institution by the FDIC (see Note 14 to the Consolidated Financial Statements). During 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 TPS have a liquidation amount of $1,000 per security and the TPS shares 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 Company’s 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 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. The Debentures may be included in Tier I capital (with certain limitations applicable) under current regulatory guidelines and interpretations. Management believes that the current capital levels along with future retained earnings will allow the Bank to maintain a position exceeding required capital levels and which is sufficient to support Company growth. Additionally, the Company has the ability to issue additional common stock, preferred stock and/or trust preferred securities should the need arise.
The Company had returns on average equity of 15.58%, 16.29%, and 17.47% and returns on average assets of 1.06%, 1.24%, and 1.38%, for the years ended December 31, 2009, 2008, and 2007, respectively. The Company utilizes cash dividends and stock repurchases to manage capital levels. Cash dividends totaled $5.7 million in 2009 and 2008. The dividend payout ratios for 2009 and 2008 were 65.43% and 64.74%, respectively. The Company continues its trend of uninterrupted dividends. On March 27, 2006, the Company approved its stock repurchase plan allowing the repurchase of up to 5% of its then current outstanding shares, 309,000 shares. There is no expiration date for the share repurchase plan. The Company considers opportunities for stock repurchases carefully. The Company did not repurchase any shares in 2009, 2008 or 2007.

 

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IMPACT OF INFLATION AND CHANGING PRICES
The 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 adversely 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.
IMPACT OF PROSPECTIVE ACCOUNTING STANDARDS
For discussion regarding the impact of new accounting standards, refer to Note 1 r) of the notes to Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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 Company’s 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 Company’s 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 Company’s 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 December 31, 2009, $336.4 million or 87.4% of the Company’s securities had fixed interest rates. Changes in interest rates affect the value of the Company’s 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 Company’s 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 amount of loans originated by the Company and the average life of loans and securities, which can impact the yields earned on the Company’s 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 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.

 

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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 Company’s 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 Company’s 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 Company’s net interest income sensitivity analysis at December 31, 2009:
         
  2009 
  Potential Change 
 in Net 
Change in Interest Interest Income 
Rates in Basis Points $ Change  % Change 
(Dollars in thousands) 
 
200
 $(1,243)  (3.54)%
100
 $(545)  (1.55)%
Static
      
(100)
 $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.

 

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Item 8. Financial Statements and Supplementary Data
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
         
  December 31,  December 31, 
  2009  2008 
ASSETS
        
Cash and due from banks
 $27,108  $24,744 
Interest earning deposits with banks
  7,039   4,141 
 
      
Total cash and cash equivalents
  34,147   28,885 
 
        
Securities available for sale, at fair value
  306,112   310,695 
Securities held to maturity (fair value of $78,330 and $43,890, respectively)
  77,424   43,444 
 
      
Total securities
  383,536   354,139 
 
        
Securities, restricted
  1,205   3,800 
 
        
Loans
  448,038   429,683 
Allowance for loan losses
  (6,045)  (3,953)
 
      
Loans, net
  441,993   425,730 
 
        
Premises and equipment, net
  21,306   18,377 
Accrued interest receivable
  3,679   3,626 
Other assets
  11,391   4,502 
 
      
Total Assets
 $897,257  $839,059 
 
      
 
        
LIABILITIES AND STOCKHOLDERS’ EQUITY
        
Demand deposits
 $212,137  $181,213 
Savings, NOW and money market deposits
  440,447   344,860 
Certificates of deposit of $100,000 or more
  73,401   78,165 
Other time deposits
  67,553   54,847 
 
      
Total deposits
  793,538   659,085 
 
        
Federal funds purchased and Federal Home Loan Bank overnight borrowings
     70,900 
Federal Home Loan Bank term advances
     30,000 
Repurchase agreements
  15,000   15,000 
Junior subordinated debentures
  16,002    
Accrued interest payable
  531   672 
Other liabilities and accrued expenses
  10,331   7,263 
 
      
Total Liabilities
  835,402   782,920 
 
        
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; 6,397,088 and 6,386,306 shares issued, respectively; 6,261,216 and 6,184,080 shares outstanding, respectively
  64   64 
Surplus
  19,950   20,452 
Retained earnings
  43,110   40,081 
Less: Treasury stock at cost, 135,872 and 202,226 shares, respectively
  (4,791)  (6,309)
 
      
 
  58,333   54,288 
Accumulated other comprehensive income (loss):
        
Net unrealized gain on securities, net of deferred income taxes of ($3,457) and ($2,250), respectively
  5,249   3,417 
Pension liability, net of deferred income taxes of $1,166 and $1,060, respectively
  (1,727)  (1,566)
 
      
Total Stockholders’ Equity
  61,855   56,139 
 
      
Total Liabilities and Stockholders’ Equity
 $897,257  $839,059 
 
      
See accompanying notes to Consolidated Financial Statements.

 

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CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
             
Years Ended December 31, 2009  2008  2007 
Interest income:
            
Loans (including fee income)
 $29,167  $28,040  $26,347 
Mortgage-backed securities
  11,074   8,404   5,764 
State and municipal obligations
  2,201   1,907   1,898 
U.S. GSE securities
  880   1,081   1,213 
Federal funds sold
  33   183   638 
Deposits with banks
  13   5   4 
 
         
Total interest income
  43,368   39,620   35,864 
 
            
Interest expense:
            
Savings, NOW and money market deposits
  3,698   5,681   7,634 
Certificates of deposit of $100,000 or more
  1,974   2,125   1,452 
Other time deposits
  1,551   1,148   1,058 
Federal funds purchased and repurchase agreements
  401   478   288 
Federal Home Loan Bank Advances
  1   57   5 
Junior subordinated debentures
  190       
 
         
Total interest expense
  7,815   9,489   10,437 
 
            
Net interest income
  35,553   30,131   25,427 
Provision for loan losses
  4,150   2,000   600 
 
         
Net interest income after provision for loan losses
  31,403   28,131   24,827 
 
         
 
            
Non interest income:
            
Service charges on deposit accounts
  2,997   3,067   2,540 
Fees for other customer services
  1,678   1,759   1,734 
Title fee income
  903   1,120   1,339 
Net securities gains (losses)
  529      (101)
Other operating income
  67   118   166 
 
         
Total non interest income
  6,174   6,064   5,678 
 
            
Non interest expense:
            
Salaries and employee benefits
  14,084   12,710   10,755 
Net occupancy expense
  2,337   1,870   1,734 
Furniture and fixture expense
  1,007   850   833 
Data/Item processing
  486   481   423 
Advertising
  457   440   429 
FDIC assessments
  1,574   267   66 
Other operating expenses
  4,820   4,539   3,928 
 
         
Total non interest expense
  24,765   21,157   18,168 
 
         
 
            
Income before income taxes
  12,812   13,038   12,337 
Income tax expense
  4,049   4,288   4,043 
 
         
Net income
 $8,763  $8,750  $8,294 
 
         
Basic earnings per share
 $1.44  $1.44  $1.37 
 
         
Diluted earnings per share
 $1.43  $1.43  $1.36 
 
         
Comprehensive Income
 $10,434  $10,369  $10,787 
 
         
See accompanying notes to Consolidated Financial Statements.

 

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share amounts)
                             
                      Accumulated    
                      Other    
  Common      Comprehensive  Retained  Treasury  Comprehensive    
  Stock  Surplus  Income  Earnings  Stock  Income (Loss)  Total 
Balance at January 1, 2007
 $64  $21,565      $34,347  $(8,176) $(2,261) $45,539 
Net income
         $8,294   8,294           8,294 
Stock awards granted
      (271)          271        
Stock awards forfeited
      39           (39)       
Exercise of stock options, including tax benefit
      94           55       149 
Shared based compensation expense
      244                   244 
Cash dividend declared, $0.92 per share
              (5,610)          (5,610)
Other comprehensive income, net of deferred taxes:
                            
Change in unrealized net gains in securities available for sale, net of reclassification and deferred tax effects
          1,738           1,738   1,738 
Adjustment to pension liability, net of deferred tax
          755           755   755 
 
                           
 
                            
Comprehensive Income
         $10,787                 
 
                     
Balance at December 31, 2007
 $64  $21,671      $37,031  $(7,889) $232  $51,109 
 
                     
 
                            
Net income
         $8,750   8,750           8,750 
Stock awards granted
      (1,848)          1,848        
Stock awards forfeited
      91           (91)       
Vesting of stock awards
      (34)          (40)      (74)
Exercise of stock options, including tax benefit
      140           (137)      3 
Shared based compensation expense
      432                   432 
Cash dividend declared, $0.92 per share
              (5,665)          (5,665)
Other comprehensive income, net of deferred taxes:
                           
Change in unrealized net gains in securities available for sale, net of reclassification and deferred tax effects
          3,204           3,204   3,204 
Adjustment to pension liability, net of deferred taxes
          (1,585)  (35)      (1,585)  (1,620)
 
                           
 
                            
Comprehensive Income
         $10,369                
 
                     
Balance at December 31, 2008
 $64  $20,452      $40,081  $(6,309) $1,851  $56,139 
 
                     
 
                            
Net income
         $8,763   8,763           8,763 
Proceeds from issuance of common stock, net of offering costs
      252           3       255 
Stock awards granted
      (1,664)          1,664        
Vesting of stock awards
      (1)          (52)      (53)
Exercise of stock options, including tax benefit
      161           (97)      64 
Shared based compensation expense
      750                   750 
Cash dividend declared, $0.92 per share
              (5,734)          (5,734)
Other comprehensive income, net of deferred taxes:
                            
Change in unrealized net gains in securities available for sale, net of reclassification and deferred tax effects
          1,832           1,832   1,832 
Adjustment to pension liability, net of deferred taxes
          (161)          (161)  (161)
 
                           
 
                            
Comprehensive Income
         $10,434                
 
                     
Balance at December 31, 2009
 $64  $19,950      $43,110  $(4,791) $3,522  $61,855 
 
                     
See accompanying notes to Consolidated Financial Statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
             
Years Ended December 31, 2009  2008  2007 
Cash flows from operating activities:
            
Net Income
 $8,763  $8,750  $8,294 
Adjustments to reconcile net income to net cash provided by operating activities:
            
Provision for loan losses
  4,150   2,000   600 
Depreciation and amortization
  1,453   1,214   1,223 
Amortization and (accretion), net
  305   (55)  (22)
Share based compensation expense
  750   432   244 
Tax expense from the vesting of restricted stock awards
  1   34    
Tax benefit from exercise of stock options
  (13)  (19)  (25)
SERP expense
  281   166   214 
Net securities (gains) losses
  (529)     101 
Increase in accrued interest receivable
  (53)  (919)  (15)
Deferred income tax (benefit) expense
  (948)  441   (257)
Increase in other assets
  (5,928)  (863)  (1,346)
Increase (decrease) in accrued expenses and other liabilities
  1,261   (1,468)  595 
 
         
Net cash provided by operating activities
  9,493   9,713   9,606 
 
         
 
            
Cash flows from investing activities:
            
Purchases of securities available for sale
  (113,975)  (213,851)  (37,935)
Purchases of FHLB stock
  (19,514)  (65,496)  (16,595)
Purchases of securities held to maturity
  (65,838)  (46,571)  (5,836)
Proceeds from sales of securities available for sale
  13,087      8,484 
Redemption of FHLB stock
  22,109   64,083   15,086 
Maturities and calls of securities available for sale
  46,150   69,496   28,978 
Maturities of securities held to maturity
  25,713   7,945   9,444 
Principal payments on securities
  68,727   27,431   18,503 
Net increase in loans
  (20,413)  (55,448)  (49,397)
Purchase of premises and equipment
  (4,382)  (1,122)  (1,687)
 
         
Net cash used in investing activities
  (48,336)  (213,533)  (30,955)
 
         
 
            
Cash flows from financing activities:
            
Net increase in deposits
  134,453   150,176   4,497 
Net (decrease) increase in federal funds purchased and FHLB overnight borrowings
  (70,900)  63,900   (11,600)
Net (decrease) increase in FHLB term advances
  (30,000)  20,000   10,000 
Net (decrease) increase in repurchase agreements
     (10,000)  25,000 
Proceeds from issuance of junior subordinated debentures
  16,002       
Net proceeds from exercise of stock options
  47      149 
Net proceeds from issuance of common stock
  255       
Repurchase of surrendered stock from exercise of stock options and vesting of restricted stock awards
  (36)  (71)   
Cash dividends paid
  (5,716)  (5,648)  (5,612)
 
         
Net cash provided by financing activities
  44,105   218,357   22,434 
 
         
 
            
Net increase in cash and cash equivalents
  5,262   14,537   1,085 
Cash and cash equivalents at beginning of period
  28,885   14,348   13,263 
 
         
Cash and cash equivalents at end of period
 $34,147  $28,885  $14,348 
 
         
 
            
Supplemental Information-Cash Flows:
            
Cash paid for:
            
Interest
 $7,956  $9,457  $10,651 
Income tax
 $3,264  $4,419  $4,598 
 
            
Noncash investing and financing activities:
            
Dividends declared and unpaid at end of period
 $1,441  $1,423  $1,406 
See accompanying notes to Consolidated Financial Statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009, 2008 and 2007
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bridge Bancorp, Inc. (the “Company”) is incorporated under the laws of the State of New York as a single bank holding company. The Company’s business currently consists of the operations of its wholly-owned subsidiary, The Bridgehampton National Bank (the “Bank”). The Bank’s 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 Company’s financial statements. See Note 8 for a further discussion of Bridge Statutory Capital Trust II.
The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial institution industry. The following is a description of the significant accounting policies that the Company follows in preparing its Consolidated Financial Statements.
a) Subsequent Events
As defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 855-10, “Subsequent Events”, subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. Financial statements are considered issued when they are widely distributed to shareholders and other financial statement users for general use and reliance in a form and format that complies with GAAP. Based on the evaluation, the Company did not identify any subsequent events that would have required an adjustment to the financial statements.
b) Basis of Financial Statement Presentation
The accompanying Consolidated Financial Statements are prepared on the accrual basis of accounting and include the accounts of the Company and its wholly-owned subsidiary, the Bank. All material intercompany transactions and balances have been eliminated.
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of each consolidated balance sheet and the related consolidated statement of income for the years then ended. 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 allowance for loan losses, fair values of financial instruments, deferred taxes, prepayment speeds on mortgage-backed securities, and pension assumptions are particularly subject to change.
c) Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold, which mature overnight. Cash flows are reported net for customer loan and deposit transactions, overnight borrowings and federal funds purchased, Federal Home Loan Bank advances, and repurchase agreements.
d) Securities
Debt and equity securities are classified in one of the following categories: (i) “held to maturity” (management has a positive intent and ability to hold to maturity), which are reported at amortized cost, (ii) “available for sale” (all other debt and marketable equity securities), which are reported at fair value, with unrealized gains and losses reported net of tax, as accumulated other comprehensive income, a separate component of stockholders’ equity, and (iii) “restricted” which represents FHLB and FRB stock which are reported at cost.
Premiums and discounts on securities are amortized to expense and accreted to income over the estimated life of the respective securities using the interest method. Gains and losses on the sales of securities are recognized upon realization based on the specific identification method. Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers many factors including: (1) the length of time and extent that 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) the whether the Company has the intent to sell the security or more than likely than not will be required to sell the security before its anticipated recovery. The assessment of whether an other than temporary decline exists may involve a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

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e) Loans and Loan Interest Income Recognition
Loans are stated at the principal amount outstanding, net deferred origination costs and fees. Loan origination and commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as an adjustment to yield. When a loan prepays, the remaining unamortized net deferred origination fees or costs are recognized in the current year. Interest on loans is credited to income based on the principal outstanding during the period. Loans that are 90 days past due are automatically placed on nonaccrual and previously accrued interest is reversed and charged against interest income. However, if the loan is in the process of collection and the Bank has reasonable assurance that the loan will be fully collectible based upon individual loan evaluation assessing such factors as collateral and collectibility, accrued interest will be recognized as earned. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans for which the terms have been modified due to the borrower experiencing financial difficulties are considered troubled debt restructurings and are classified as impaired. The impairment of a loan is measured at the value of expected future cash flows using the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral less costs to sell if the loan is collateral dependent. Generally, the Bank measures impairment of such loans by reference to the fair value of the collateral less costs to sell. Loans that experience minor payment delays and payment shortfall generally are not classified as impaired.
f) Allowance for Loan Losses
The Bank monitors its entire loan portfolio on a regular basis, with consideration given to loan growth, detailed analyses of classified loans, repayment patterns, current delinquencies, 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. Based on the determination of management and the Classification Committee, the overall level of allowance is periodically adjusted to account for the inherent and specific risks within the entire portfolio. Based on the Classification Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2009, management believes the allowance for loan losses is adequate.
A loan is considered a potential charge-off when it is in default of either principal or interest for a period of 90, 120 or 180 days, depending upon the loan type, as of the end of the prior month. In addition to delinquency criteria, other triggering events may include, but are not limited to, notice of bankruptcy by the borrower or guarantor, death of the borrower, and deficiency balance from the sale of collateral.
While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in conditions. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to, or charge-offs against, the allowance based on their judgment about information available to them at the time of their examination.
g) Premises and Equipment
Buildings, furniture and fixtures and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method using a useful life of fifty years for buildings and a range of two to ten years for equipment, computer hardware and software, and furniture and fixtures. Leasehold improvements are amortized over the lives of the respective leases or the service lives of the improvements, whichever is shorter. Land is recorded at cost.
Improvements and major repairs are capitalized, while the cost of ordinary maintenance, repairs and minor improvements is charged to expense.
h) Other Real Estate Owned
Other real estate owned consists of real estate acquired by foreclosure or deed in lieu of foreclosure and is recorded at the lower of the net loan balance at the foreclosure date plus acquisition costs or fair value, less estimated costs to sell. Subsequent valuation adjustments are made if fair value less estimated costs to sell the property falls below the carrying amount. At December 31, 2009 and 2008, the Company carried no other real estate owned.

 

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i) Loan Commitments and Related Financial Instruments
Financial instruments include off-balance sheet credit instruments, such as unused lines of credit, commitments to make loans and commercial letters of credit, issued to meet customer-financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded on the balance sheet when they are funded.
j) Income Taxes
The Company follows the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities, computed using enacted tax rates. Deferred tax assets are recognized if it is more likely than not that a future benefit will be realized. It is management’s position, as currently supported by the facts and circumstances, that no valuation allowance is necessary against any of the Company’s deferred tax assets.
The Company adopted FASB ASC 740, Accounting for Uncertainty in Income Taxes (“FIN 48”), as of January 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no affect on the Company’s financial statements.
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest and penalties at December 31, 2009 or 2008.
k) Treasury Stock
Repurchases of common stock are recorded as treasury stock at cost. Treasury stock is reissued using the first in, first out method.
l) Earnings Per Share
Basic earnings per common share is net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share, which reflects the potential dilution that could occur if outstanding stock options were exercised and if junior subordinated debentures were converted into common shares, is computed by dividing net income by the weighted average number of common shares and common stock equivalents.
m) Dividends
Cash available for distribution of dividends to shareholders of the Company is primarily derived from dividends paid by the Bank to the Company. Due to regulatory restrictions, dividends from the Bank to the Company at December 31, 2009, were limited to $10.3 million which represents the Bank’s 2009 retained net income and net retained earnings from the previous two years. During 2009, $4.5 million was declared and paid from the Bank 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 Bank’s net income of that year combined with its retained net income of the preceding two years.
n) Segment Reporting
While management monitors the revenue streams of the various products and services, the identifiable segments are not material and operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
o) Stock Based Compensation Plans
FASB ASC No. 718 and 505, “Accounting for Stock-Based Compensation” requires companies to record compensation cost for stock options and stock awards granted to employees in return for employee service. The cost is measured at the fair value of the options and awards when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options and awards. The Company adopted FASB ASC No. 718 and 505 beginning January 1, 2006 applying the modified prospective transition method. Under the modified prospective transition method, the financial statements will not reflect restated amounts.
p) Comprehensive Income
Comprehensive income includes net income and all other changes in equity during a period, except those resulting from investments by owners and distributions to owners. Other comprehensive income includes revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but excluded from net income. Comprehensive income and accumulated other comprehensive income are reported net of deferred income taxes. Accumulated other comprehensive income for the Company includes unrealized holding gains or losses on available for sale securities, and the pension liability. FASB ASC 715-30 “Compensation — Retirement Benefits — Defined Benefit Plans — Pension” requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year the changes occur through comprehensive income. Other comprehensive income is net of reclassification adjustments for realized gains (losses) on sales of available for sale securities.

 

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q) Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
r) New Accounting Standards
In June 2008, the FASB issued FASB ASC 260-10, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. This ASC 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”). This ASC is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively. The Company adopted this ASC and the impact is disclosed in Note 11.
In April 2009, the FASB issued FASB ASC 820-10-65-4, “Determining Fair Value When the Volume and Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”. This ASC emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. It also provides guidance to determine whether transactions are orderly. FASB ASC 820-10-65-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, if FASB ASC 320-10-65-1, “Recognition and Presentation of Other-Than-Temporary Impairment” and FASB ASC 825-10-65-1, “Interim Disclosures about Fair Value of Financial Instruments”, are adopted simultaneously. The adoption of this FSP did not have a material impact on the Company’s financial statements.
In April 2009, the FASB issued FASB ASC 825-10-65-1, “Interim Disclosures about Fair Value of Financial Information”. This ASC amends FASB ASC 825-10-50, “Disclosures about the Fair Value of Financial Instruments” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This ASC also amends FASB ASC 270-10, “Interim Financial Reporting” to require those disclosures in summarized financial information at interim reporting periods. This ASC shall be effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt this ASC only if it also elects to early adopt FASB ASC 820-10-65-4, “Determining Fair Value When the Volume and Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, and FASB ASC 320-10-65-1, “Recognition and Presentation of Other-Than-Temporary Impairments”. The adoption of this ASC at June 30, 2009 did not have a material impact on the results of operations or financial position as it only required disclosures which are included in Note 13.
In April 2009, the FASB issued FASB ASC 320-10-65-1, “Recognition and Presentation of Other-Than-Temporary Impairments”. This ASC amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The ASC shall be effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. If an entity elects to adopt early either FASB ASC 820-10-65-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, or FASB ASC 825-10-65-1, “Interim Disclosures about Fair Value of Financial Instruments”, the entity also is required to adopt early this ASC. Additionally, if an entity elects to adopt early this ASC, it is required to adopt FASB ASC 820-10-65-4. The adoption of this ASC did not have a material impact on the Company’s financial statements.
In April 2009, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 111 which amends Topic 5.M. in the SAB Series entitled “Other than Temporary Impairment of Certain Investments in Debt and Equity Securities”. This SAB maintains the staff’s previous views related to equity securities and it amends Topic 5.M. to exclude debt securities from its scope. The adoption of this SAB did not have a material impact on the Company’s financial statements.
In April 2009, the FASB issued FASB ASC 805-20, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”. This ASC shall be effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this ASC had no impact on the Company’s financial statements.

 

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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” (ASC 860). The new accounting requirement amends previous guidance relating to the transfers of financial assets and eliminates the concept of a qualifying special purpose entity. This Statement must be applied as of the beginning of each reporting entity’s 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 Company does not expect the adoption of this Statement to have a material impact to the Company’s financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R)” (ASC 810), which improves financial reporting by enterprises involved with variable interest entities. This Statement amends guidance for consolidation of variable interest entities by replacing 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 entity’s 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 enterprise’s involvement in variable interest entities. This guidance will be effective as of the beginning of each reporting entity’s 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. Early adoption is prohibited. The Company does not expect the adoption of this Statement to have a material impact to the Company’s financial statements.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, which is codified as ASC 105, “Generally Accepted Accounting Principles”. The objective of this Statement is to replace Statement 162, “The Hierarchy of Generally Accepted Accounting Principles”, and to establish the FASB Accounting Standards Codification TM as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this Statement will not impact the results of operations or financial position as it only required disclosures. Beginning with the Quarterly Report on Form 10-Q for September 30, 2009, and in all filings thereafter, references to Financial Accounting Standards that have been codified in the FASB Accounting Standards Codification have been replaced with references to the appropriate guidance in the Codification.
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 material impact to the Company’s financial statements.
s) Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB system. 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. FHLB stock is carried at cost and classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
t) Reclassifications
Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation.

 

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2. SECURITIES
A summary of the amortized cost, gross unrealized gains and losses and estimated fair value of securities is as follows:
                                 
December 31, 2009  2008 
(In thousands)
     Gross  Gross  Estimated      Gross  Gross  Estimated 
 Amortized  Unrealized  Unrealized  Fair  Amortized  Unrealized  Unrealized  Fair 
  Cost  Gains  Losses  Value  Cost  Gains  Losses  Value 
Available for sale:
                                
U.S. GSE securities
 $45,787  $309  $(157) $45,939  $29,855  $306  $(27) $30,134 
State and municipal obligations
  40,340   1,473   (8)  41,805   47,848   840   (100)  48,588 
Residential mortgage-backed securities
  101,837   4,561   (61)  106,337   143,372   3,637   (54)  146,955 
Residential collateralized mortgage obligations
  109,442   2,722   (133)  112,031   83,953   1,094   (29)  85,018 
 
                        
Total available for sale
  297,406   9,065   (359)  306,112   305,028   5,877   (210)  310,695 
 
                        
 
 
Held to maturity:
                                
U.S. GSE securities
  5,000      (73)  4,927             
State and municipal obligations
  54,104   400   (8)  54,496   24,153   68   (4)  24,217 
Residential mortgage-backed securities
                        
Residential collateralized mortgage obligations
  18,320   589   (2)  18,907   19,291   382      19,673 
 
                        
Total held to maturity
  77,424   989   (83)  78,330   43,444   450   (4)  43,890 
 
                        
Total securities
 $374,830  $10,054  $(442) $384,442  $348,472  $6,327  $(214) $354,585 
 
                        
All of the residential mortgage-backed securities and residential collateralized mortgage obligations were backed by U.S. Government Sponsored Entities as of December 31, 2009 and 2008.
Securities with unrealized losses at year-end 2009 and 2008, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
                                 
December 31, 2009  2008 
(In thousands) 
 Less than 12 months  Greater than 12 months  Less than 12 months  Greater than 12 months 
 Fair  Unrealized  Fair  Unrealized      Unrealized      Unrealized 
  Value  losses  Value  losses  Fair Value  losses  Fair Value  losses 
Available for sale:
                                
U.S. GSE securities
 $15,637  $157  $  $  $4,319  $27  $  $ 
State and municipal obligations
  742   8         2,160   51   701   49 
Residential mortgage-backed securities
  9,879   61         6,924   35   1,529   19 
Residential collateralized mortgage obligations
  5,845   133         10,300   29       
 
                        
Total available for sale
 $32,103  $359  $  $  $23,703  $142  $2,230  $68 
 
                        
 
                                
Held to maturity:
                                
U.S. GSE securities
 $4,927  $73  $  $  $  $  $  $ 
State and municipal obligations
  10,818   8         3,996   4       
Residential mortgage-backed securities
                        
Residential collateralized mortgage obligations
  4,952   2                   
 
                        
Total held to maturity
 $20,697  $83  $  $  $3,996  $4  $  $ 
 
                        
Unrealized losses on securities have not been recognized into income, as the losses on these securities would be expected to dissipate as they approach their maturity dates. The Company evaluates securities for other-than-temporary impairment periodically and with increased frequency when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, whether the market decline was affected by macroeconomic conditions, and whether the Company has the intent to sell the security or more than likely than not will be required to sell the security before its anticipated recovery. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its entities, whether downgrades by bond rating agencies have occurred, and the issuer’s financial condition.

 

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The following table sets forth the fair value, amortized cost and maturities of the securities at December 31, 2009. 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.
                                         
  Within  After One But  After Five But  After    
December 31, 2009 One Year  Within Five Years  Within Ten Years  Ten Years  Total 
(In thousands) 
     Amortized      Amortized      Amortized      Amortized      Amortized 
 Fair Value  Cost  Fair Value  Cost  Fair Value  Cost  Fair Value  Cost  Fair Value  Cost 
  Amount  Amount  Amount  Amount  Amount  Amount  Amount  Amount  Amount  Amount 
Available for sale:
                                        
 
                                        
U.S. GSE securities
 $2,892  $2,791  $34,662  $34,747  $8,385  $8,249  $  $  $45,939  $45,787 
State and municipal obligations
  5,972   5,898   19,712   18,896   16,121   15,546         41,805   40,340 
Residential mortgage-backed securities
  3,990   4,009   6,016   5,828   24,432   23,582   71,899   68,418   106,337   101,837 
Residential collateralized mortgage obligations
              9,444   9,378   102,587   100,064   112,031   109,442 
 
                              
Total available for sale
  12,854   12,698   60,390   59,471   58,382   56,755   174,486   168,482   306,112   297,406 
 
                              
 
                                        
Held to maturity:
                                        
 
                                        
U.S. GSE securities
              4,927   5,000         4,927   5,000 
State and municipal obligations
  29,724   29,685   24,241   23,894   531   525         54,496   54,104 
Residential mortgage-backed securities
                              
Residential collateralized mortgage obligations
                    18,907   18,320   18,907   18,320 
 
                              
Total held to maturity
  29,724   29,685   24,241   23,894   5,458   5,525   18,907   18,320   78,330   77,424 
 
                              
Total securities
 $42,578  $42,383  $84,631  $83,365  $63,840  $62,280  $193,393  $186,802  $384,442  $374,830 
 
                              
There were $13.1 million of proceeds on sales of available for sale securities and gross gains of approximately $529,000 realized, in 2009. No securities were sold at a loss in 2009. There were no sales of available for securities in 2008. There were $8.5 million of proceeds on sales of available for sale securities and gross losses of approximately $101,000 realized, in 2007. There were no sales of held to maturity securities during 2009, 2008, and 2007.
Securities having a fair value of approximately $247.3 million and $276.0 million at December 31, 2009 and 2008, respectively, were pledged to secure public deposits and Federal Home Loan Bank and Federal Reserve Bank overnight borrowings. The Company did not hold any trading securities during the years ended December 31, 2009, 2008 and 2007.
There were no investment holdings of any one issuer that exceeded 10% of stockholders’ equity at December 31, 2009 and 2008, other than U.S. Government and its Sponsored Entities.
3. LOANS
The following table sets forth the major classifications of loans:
         
December 31, 2009  2008 
(In thousands)        
Commercial real estate mortgage loans
 $211,647  $190,727 
Residential real estate mortgage loans
  143,312   139,342 
Commercial, financial, and agricultural loans
  76,867   72,093 
Installment/consumer loans
  9,821   11,081 
Real estate-construction loans
  5,906   16,174 
 
      
Total loans
  447,553   429,417 
Net deferred loan costs and fees
  485   266 
 
      
 
  448,038   429,683 
Allowance for loan losses
  (6,045)  (3,953)
 
      
Net loans
 $441,993  $425,730 
 
      

 

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Lending Risk
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, New York, and a substantial portion of the Bank’s loans are secured by real estate in this area. Accordingly, the ultimate collectability of such a loan portfolio is susceptible to changes in market and economic conditions in this region.
Allowance for Loan Losses
The following table sets forth changes in the allowance for loan losses:
             
December 31, 2009  2008  2007 
(In thousands)            
Allowance for loan losses balance at beginning of period
 $3,953  $2,954  $2,512 
Charge-offs
  (2,093)  (1,070)  (226)
Recoveries
  35   69   68 
 
         
Net charge-offs
  (2,058)  (1,001)  (158)
Provision for loan losses charged to operations
  4,150   2,000   600 
 
         
Balance at end of period
 $6,045  $3,953  $2,954 
 
         
Past Due, Nonaccrual and Restructured Loans
As of December 31, 2009 and December 31, 2008, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $9.1 million and $6.3 million, respectively. 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 loan’s effective interest rate. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve 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 increased $2.8 million to $5.9 million or 1.31% of total loans at December 31, 2009 from $3.1 million or 0.71% of total loans at December 31, 2008. Approximately $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. Additionally, the Bank has no commitment to lend additional funds to these debtors. In 2008, nonaccrual loans increased $2.9 million to $3.1 million from $0.2 million in 2007. The increase in non accrual loans at December 31, 2008 was due to a single loan of approximately $2.5 million.
In addition, the Company has one borrower with TDR loans of $3.2 million at 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 $187,000 of interest income has been recognized. There were no loans considered to be trouble debt restructurings at December 31, 2007.
There were no loans 90 days or more past due that were still accruing interest at December 31, 2009 and 2008.
Individually impaired loans were as follows:
         
December 31, 2009  2008 
(In thousands)        
Loans with no allocated allowance for loan loss
 $9,022  $6,297 
Loans with allocated allowance for loan loss
  98    
 
      
Total
 $9,120  $6,297 
 
      
 
        
Amount of the allowance for loan losses allocated
 $50  $ 

 

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December 31, 2009  2008  2007 
(In thousands)            
Average of individually impaired loans during the year
 $7,406  $1,725  $ 
Interest income recognized during impairment
  135   52     
Cash basis interest income recognized
         
Related Party Loans
Certain directors, executive officers, and their related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2009 and 2008.
The following table sets forth selected information about related party loans at December 31, 2009:
     
  Balance 
  Outstanding 
(In thousands)   
Balance at December 31, 2008
 $3,267 
New loans
   
Effective change in related parties
   
Advances
  34 
Repayments
  (827)
 
   
Balance at December 31, 2009
 $2,474 
 
   
4. PREMISES AND EQUIPMENT
Premises and equipment consist of:
         
December 31, 2009  2008 
(In thousands)        
Land
 $6,142  $6,142 
Construction in progress
  565   769 
Building and improvements
  13,905   11,515 
Furniture and fixtures
  9,602   8,372 
Leasehold improvements
  3,319   2,410 
 
      
 
 $33,533  $29,208 
 
        
Less: accumulated depreciation and amortization
  (12,227)  (10,831)
 
      
 
 $21,306  $18,377 
 
      
Additionally the Bank is in the process of building new branch locations and is committed to spend $0.9 million related to the construction which is not reflected in the above figures.
5. DEPOSITS
Time Deposits
The following table sets forth the remaining maturities of the Bank’s time deposits at December 31, 2009:
             
  Less than  $100,000 or    
  $100,000  Greater  Total 
(In thousands)
            
2010
 $60,701  $66,930  $127,631 
2011
  5,445   3,951   9,396 
2012
  658   701   1,359 
2013
  559   1,003   1,562 
2014
  122   816   938 
2015
  68      68 
 
         
Total
 $67,553  $73,401  $140,954 
 
         

 

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Deposits from principal officers, directors and their affiliates at December 31, 2009 and 2008 were approximately $6.0 million and $8.7 million, respectively. Public fund deposits at December 31, 2009 and 2008 were $161.6 million and $138.2 million, respectively.
6. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
At December 31, 2009 and 2008, securities sold under agreements to repurchase totaled $15.0 million respectively and were secured by U.S. GSE, residential mortgage-backed securities and residential collateralized mortgage obligations with a carrying amount of $22.2 million and $23.4 million, respectively. Securities sold under agreements to repurchase are financing arrangements with $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:
             
  2009  2008  2007 
(In thousands)         
Average daily balance during the year
 $15,000  $13,183  $753 
Average interest rate during the year
  2.35%  2.39%  4.50%
Maximum month-end balance during the year
 $15,000  $15,000  $25,000 
Weighted average interest rate at year-end
  2.35%  2.39%  4.50%
7. FEDERAL HOME LOAN BANK ADVANCES
As of December 31, 2009, there were no term advances or overnight borrowings outstanding from the Federal Home Loan Bank. As of December 31, 2008, there was one term advance from the Federal Home Loan Bank for $30.0 million with a fixed interest rate of 0.49% that matured in January 2009. The term advance was payable at its maturity date and was subject to a prepayment penalty. The term advance was collateralized by $35.3 million of residential mortgage-backed securities as of December 31, 2008. In addition to the term advance, there was $34.9 million of overnight borrowings from the Federal Home Loan Bank outstanding as of December 31, 2008. The overnight borrowings were collateralized by $15.8 million of securities and a blanket lien on residential mortgages as of December 31, 2008.
8. 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 Company’s 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 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.
The Debentures may be included in Tier I capital (with certain limitations applicable) under current regulatory guidelines and interpretations.
9. INCOME TAXES
The components of income tax expense are as follows:
             
Years Ended December 31, 2009  2008  2007 
(In thousands)            
Current:
            
Federal
 $4,467  $3,263  $3,609 
State
  530   584   691 
 
         
 
  4,997   3,847   4,300 
 
            
Deferred:
            
Federal
  (788)  399   (194)
State
  (160)  42   (63)
 
         
 
  (948)  441   (257)
 
         
Income tax expense
 $4,049  $4,288  $4,043 
 
         

 

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The reconciliation of the expected Federal income tax expense at the statutory tax rate to the actual provision follows:
                         
Years Ended December 31, 2009  2008  2007 
(Dollars in thousands)
     Percentage      Percentage      Percentage 
     of Pre-tax      of Pre-tax      of Pre-tax 
  Amount  Earnings  Amount  Earnings  Amount  Earnings 
Federal income tax expense computed by applying the statutory rate to income before income taxes
 $4,362   34% $4,442   34% $4,195   34%
Tax exempt interest
  (682)  (6)  (588)  (4)  (575)  (4)
State taxes, net of federal income tax benefit
  302   3   413   3   415   3 
Other
  67   1   21      8    
 
                  
Income tax expense
 $4,049   32% $4,288   33% $4,043   33%
 
                  
Deferred income tax assets and liabilities are comprised of the following:
         
December 31, 2009  2008 
(In thousands)        
Deferred income tax assets:
        
Allowance for loan losses
 $2,567  $1,726 
Other
  749    
 
      
Total
  3,316   1,726 
 
      
 
        
Deferred income tax liabilities:
        
Pension and SERP expense
  (1,167)  (853)
Other
  (518)  (507)
Depreciation
  (580)  (263)
 
      
Total
  (2,265)  (1,623)
 
        
Total before other comprehensive income
  1,051   103 
 
        
Deferred income tax liabilities:
        
Net unrealized gains on securities
  (3,457)  (2,250)
Deferred income tax assets:
        
Net change in pension liability
  1,166   1,060 
 
      
Net deferred income tax liability
 $(1,240) $(1,087)
 
      
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the State of New York. The Company is no longer subject to examination by taxing authorities for years before 2005. The Company does not expect the total amount of unrecognized income tax benefits to significantly increase in the next twelve months.
10. EMPLOYEE BENEFITS
a) Pension Plan and Supplemental Executive Retirement Plan
The Bank maintains a noncontributory pension plan through the New York State Bankers Association Retirement System covering all eligible employees. Beginning in 2008, the Bank uses a December 31st measurement date for this plan in accordance with FASB ASC 715-30 “Compensation — Retirement Benefits — Defined Benefit Plans — Pension”. Prior to 2008, the Bank used a September 30th measurement date. In order to properly reflect the change in measurement dates the Bank recorded a net transition adjustment of $35,000 in 2008.
During 2001, the Bank adopted the Bridgehampton National Bank Supplemental Executive Retirement Plan (“SERP”). The 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 Revenue Code limitations. During 2008, the assets of the SERP were 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.

 

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Information about changes in obligations and plan assets of the defined benefit pension plan and the defined benefit plan component of the SERP are as follows:
                 
  Pension Benefits  SERP Benefits 
At December 31, 2009  2008  2009  2008 
(In thousands)                
Change in benefit obligation
                
Benefit obligation at beginning of year
 $5,357  $4,716  $1,481  $1,054 
Service cost
  481   553   162   71 
Interest cost
  318   348   59   48 
Benefits paid and expected expenses
  (225)  (270)      
Assumption changes and other
  1,536   10   (211)  308 
 
            
Benefit obligation at end of year
 $7,467  $5,357  $1,491  $1,481 
 
            
 
                
Change in plan assets, at fair value
                
Plan assets at beginning of year
 $6,572  $6,574  $  $ 
Actual return on plan assets
  1,428   (1,736)      
Employer contribution
  1,400   2,000       
Benefits paid and actual expenses
  (217)  (266)      
 
            
Plan assets at end of year
 $9,183  $6,572       
 
            
 
                
Funded status (plan assets less benefit obligations)
 $1,716  $1,215  $(1,491) $(1,481)
 
            
Amounts recognized in accumulated other comprehensive income at December 31, consist of:
                 
  Pension Benefits  SERP Benefits 
At December 31, 2009  2008  2009  2008 
(In thousands)                
Net actuarial loss
 $2,458  $1,930  $87  $312 
Prior service cost
  99   108       
Transition obligation
        225   252 
 
            
Net amount recognized
 $2,557  $2,038  $312  $564 
 
            
The accumulated benefit obligation was $5.8 million and $1.3 million for the pension plan and the SERP, respectively, as of December 31, 2009. As of December 31, 2008, the accumulated benefit obligation was $4.6 million and $1.2 million for the pension plan and the SERP, respectively.
Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income
                             
  Pension Benefits  SERP Benefits 
          Transition             
At December 31, 2009  2008  2007  2007  2009  2008  2007 
(In thousands)                            
Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income
                            
Service cost
 $481  $442  $111  $451  $162  $71  $61 
Interest cost
  318   279   70   280   59   47   52 
Expected return on plan assets
  (516)  (495)  (124)  (395)         
Amortization of net loss
  88         14   13       
Amortization of unrecognized prior service cost
  9   9   2   9          
Amortization of unrecognized transition (asset) obligation
              28   28   28 
 
                     
Net periodic benefit cost
 $380  $235  $59  $359  $262  $146  $141 
 
                     
 
                            
Net loss (gain)
 $616   2,361      $(1,141) $(211) $308   4 
Prior service cost
                      
Transition obligation
                     (64)
Amortization of net gain
  (88)         (14)  (13)      
Amortization of prior service cost
  (9)  (11)      (9)         
Amortization of transition obligation
               (28)  (28)  (28)
 
                      
 
  519   2,350       (1,164)  (252)  280   (88)
Deferred taxes
  (206)  (933)  (24)  462   100   (111)  35 
 
                     
Total recognized in other comprehensive income
  313   1,417       (702)  (152)  169   (53)
 
                      
Total recognized in net periodic benefit cost and other comprehensive income
 $693  $1,711  $35  $(343) $110  $315  $88 
 
                     

 

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The estimated net loss, transition obligation and prior service costs for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $104,000, $0 and $9,000, respectively. The estimated net gain and unrecognized net transition obligation for the SERP that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $0 and $28,000, respectively.
Expected Long-Term Rate-of-Return
The expected long-term rate-of-return on plan assets reflects long-term earnings expectations on existing plan assets and those contributions expected to be received during the current plan year. In estimating that rate, appropriate consideration was given to historical returns earned by plan assets in the fund and the rates of return expected to be available for reinvestment. Average rates of return over the past 1, 3, 5 and 10-year periods were determined and subsequently adjusted to reflect current capital market assumptions and changes in investment allocations.
                         
  Pension Benefits  SERP Benefits 
At December 31, 2009  2008  2007  2009  2008  2007 
Weighted Average Assumptions Used to Determine Benefit Obligations
                        
Discount rate
  5.89%  6.00%  6.00%  4.31%  4.00%  4.52%
Rate of compensation increase
  4.00   3.50   4.00   5.00   5.00   5.00 
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost
                        
Discount rate
  6.00%  6.00%  5.75%  4.00%  4.52%  4.69%
Rate of compensation increase
  4.00   4.00   4.50   5.00   5.00   5.00 
Expected long-term rate of return
  7.50   7.75   8.00          
Plan Assets
The New York State Bankers Retirement System (the “System”) was established in 1938 to provide for the payment of benefits to employees of participating banks. The System is overseen by a Board of Trustees (“Trustees”), who meet quarterly, and set the investment policy guidelines.
The System’s overall investment strategy is to achieve a mix of approximately 97% of investments for long-term growth and 3% for near-term benefit payments with a wide diversification of asset types, fund strategies, and fund managers.
Cash equivalents consist primarily of short term investment funds.
Equity securities primarily include investments in common stock and depository receipts.
Fixed income securities include corporate bonds, government issues and mortgage-backed securities.
Other financial instruments primarily include rights and warrants.
The weighted average expected long-term rate-of-return is estimated based on current trends in System’s assets as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by ASOP No. 27 for long term inflation, and the real and nominal rate of investment return for a specific mix of asset classes. The following assumptions were used in determining the long-term rate-of-return:
   
Equity securities
 Dividend discount model, the smoothed earnings yield model and the equity risk premium model.
 
  
Fixed income securities
 Current yield-to-maturity and forecasts of future yields
 
  
Other financial instruments
 Comparison of the specific investment’s risk to that of fixed income and equity instruments and using judgment
The long term rate of return considers historical returns. Adjustments were made to historical returns in order to reflect expectations of future returns. These adjustments were due to factor forecasts by economists and long-term U.S. Treasury yields to forecast long-term inflation. In addition forecasts by economists and others for long-term GDP growth were factored into the development of assumptions for earnings growth and per capital income.

 

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Effective March 2009, the System revised its investment guidelines. The System currently prohibits its investment managers from purchasing the following investments:
   
Equity securities
 Securities in emerging market countries as defined by the Morgan Stanley Emerging Markets Index, Short sales, Unregistered securities and Margin purchases
 
  
Fixed income securities
 Securities of BBB quality or less, CMOs that have an inverse floating rate and whose payments don’t include principal or which aren’t certified and guaranteed by the U.S. Government, ABSs that aren’t issued or guaranteed by the U.S., or its agencies or its instrumentalities, Non-agency residential subprime or ALT-A MBSs and Structured Notes
 
  
Other financial instruments
 Unhedged currency exposure in countries not defined as “high income economies” by the World Bank
All other investments not prohibited by the System are permitted. At December 31, 2009 the System holds certain investments which are no longer deemed acceptable to acquire. These positions will be liquidated when the investment managers deem that such liquidation is in the best interest of the System.
The target allocations for System assets are shown in the table below:
                 
              Weighted- 
              Average 
              Expected 
  Target  Percentage of Plan Assets  Long-term 
  Allocation  at December 31,  Rate of 
  2010  2009  2008  Return 
Asset Category
                
Cash equivalents
  0-20%  13.6%  10.0%   
Equity securities
  40 - 60%  45.9%  48.0%  4.6%
Fixed income securities
  40 - 60%  40.5%  41.4%  2.1%
Other financial instruments
  0-5%     0.6%   
 
              
Total
      100.0%  100.0%    
Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an 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. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
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 entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The System’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset.

 

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In accordance with FASB ASC 715-20, the following table represents the Plan’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 31, 2009:
                 
      Fair Value Measurements at 
      December 31, 2009 Using: 
          Significant    
      Quoted Prices In  Other  Significant 
      Active Markets for  Observable  Unobservable 
  Carrying  Identical Assets  Inputs  Inputs 
  Value  (Level 1)  (Level 2)  (Level 3) 
(In thousands)            
Cash Equivalents:
                
Short term investment funds
 $27,239      $27,239     
 
              
Equities:
                
Common Stock
  89,928  $89,928         
Depository receipts
  1,258   1,258         
Other equities
  997   997         
 
              
Total equities
  92,183   92,183         
 
              
Fixed income securities:
                
Corporate bonds
  19,163       19,163     
Government issues
  33,475       33,475     
Collateralized mortgage obligations
  4,869       4,869     
Mortgage-backed securities
  22,888       22,888     
Other fixed income securities
  1,133       1,133     
 
              
Total fixed income securities
  81,528       81,528     
 
              
Total System Plan Assets
 $200,950  $92,183  $108,767     
 
             
The table below presents a reconciliation of all plan assets measured at fair value using significant unobservable inputs (Level 3) for period ended December 31, 2009:
     
  Plan 
  Assets 
(In thousands)   
Balance of recurring Level 3 assets at January 1, 2009
 $790 
Change in unrealized appreciation
  321 
Realized losses
  (348)
Sale proceeds
  (763)
 
   
Balance of recurring Level 3 assets at December 31, 2009
 $ 
 
   
Contributions
The Company expects to contribute $1.1 million to the pension plan during 2010.
Estimated Future Payments
The following benefit payments, which reflect expected future service, are expected to be paid as follows:
     
Year Pension and SERP Payments 
(In thousands)    
2010
 $323 
2011
  337 
2012
  362 
2013
  378 
2014
  395 
Following 5 years
  2,603 

 

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b) 401(k) Plan
A savings plan is maintained under Section 401(k) of the Internal Revenue Code and covers substantially all current employees. Newly hired employees can elect to participate in the savings plan after completing six months of service. Under the provisions of the savings plan, employee contributions are partially matched by the Bank with cash contributions. Participants can invest their account balances into several investment alternatives. The savings plan does not allow for investment in the Company’s common stock. During the years ended December 31, 2009, 2008 and 2007 the Bank made cash contributions of $181,000, $189,000, and $140,000, respectively.
c) Equity Incentive Plan
During 2006, the Bridge Bancorp, Inc. Equity Incentive Plan (the “Plan”) was approved by the shareholders to provide for the grant of options to purchase shares of common stock of the Company and for the award of shares of common stock. The plan supersedes the Bridge Bancorp, Inc. Equity Incentive Plan that was approved in 1996 and amended in 2001. Of the total 620,000 shares of common stock approved for issuance under the Plan, 418,995 shares remain available for issuance at December 31, 2009.
The Compensation Committee of the Board of Directors determines options awarded under the Plan. The Company accounts for this Plan under FASB ASC No. 718 and 505.
The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option-pricing model. No new grants of stock options were awarded during the years ended December 31, 2009, 2008, and 2007.
A summary of the status of the Company’s stock options as of December 31, 2009 follows:
                 
          Weighted    
      Weighted  Average    
  Number  Average  Remaining  Aggregate 
  of  Exercise  Contractual  Intrinsic 
  Options  Price  Life  Value 
Outstanding, December 31, 2008
  81,205  $22.67         
Granted
              
Exercised
  (21,800) $17.03         
Forfeited
              
Expired
              
 
               
Outstanding, December 31, 2009
  59,405  $24.74  5.98 years $35,422 
Vested or expected to vest
  55,850  $24.71  5.92 years $35,422 
Exercisable, December 31, 2009
  49,121  $24.61  5.88 years $35,422 
         
  Number    
  of  Exercise 
Range of Exercise Prices Options  Price 
 
  600  $12.53 
 
  3,300  $15.47 
 
  5,659  $24.00 
 
  44,443  $25.25 
 
  3,000  $26.55 
 
  2,403  $30.60 
 
       
 
  59,405     
 
       
The aggregate intrinsic value for options outstanding and exercisable as of December 31, 2009 is the same because the options that are unvested have no intrinsic value.

 

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A summary of activity related to the stock options follows:
             
December 31, 2009  2008  2007 
(In thousands, except per share data)            
Intrinsic value of options exercised
 $29  $75  $130 
Cash received from options exercised
  34      124 
Tax benefit realized from option exercises
  13   19   25 
Weighted average fair value of options granted
         
The Company did not grant any stock options in 2009, 2008 and 2007. Compensation expense attributable to options was $42,000, $39,000 and $44,000 for the years ended December 31, 2009, 2008, and 2007, respectively. As of December 31, 2009, there was $42,000 of total unrecognized compensation costs related to nonvested stock options granted under the Plan. The cost is expected to be recognized during 2010.
A summary of the status of the Company’s shares of unvested restricted stock for the year ended December 31, 2009 follows:
         
      Weighted 
      Average Grant- 
      Date 
  Shares  Fair Value 
Unvested, December 31, 2008
  95,570  $21.55 
Granted
  58,792  $21.13 
Vested
  (5,480) $23.58 
Forfeited
    $ 
 
      
Unvested, December 31, 2009
  148,882  $21.31 
 
      
The Company’s Equity Incentive Plan also provides for issuance of restricted stock awards. During the year ended December 31, 2009, the Company granted restricted stock awards of 58,792 shares. Of the 58,792 shares granted, 33,892 shares vest over five years with a third vesting after years three, four and five. The remaining 24,900 vest ratably over five years beginning in December 2009. During the year ended December 31, 2008, the Company granted restricted stock awards of 78,970 shares. These awards vest over five years with a third vesting after years three, four and five. During the year ended December 31, 2007, the Company granted restricted stock awards of 22,000 shares. These awards vest over five years with a third vesting after years three, four and five. Such shares are subject to restrictions based on continued service as employees of the Company or employees of subsidiaries of the Company. Compensation expense attributable to these awards was approximately $656,000, $393,000 and $200,000 for the years ended December 31, 2009, 2008, and 2007, respectively. The total fair value of shares vested during the years ended December 31, 2009, 2008 and 2007 was $125,000, $286,000 and $50,000, respectively. As of December 31, 2009, there was $2,388,000 of total unrecognized compensation costs related to nonvested restricted stock awards granted under the Plan. The cost is expected to be recognized over a weighted-average period of 3.7 years.
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 $52,000 for the year ended December 31, 2009.
11. 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 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.

 

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The following is a reconciliation of earnings per share for December 31, 2009, 2008 and 2007:
             
For the Years Ended December 31, 2009  2008  2007 
(In thousands, except per share data)            
Net Income
 $8,763  $8,750  $8,294 
 
            
Common Equivalent Shares:
            
 
            
Weighted Average Common Shares Outstanding
  6,097   6,076   6,072 
Weighted Average Common Equivalent Shares Outstanding
  35   23   20 
 
         
Weighted Average Common and Equivalent Shares Outstanding
  6,132   6,099   6,092 
 
         
 
            
Basic Earnings per Share
 $1.44  $1.44  $1.37 
Diluted Earnings per Share
 $1.43  $1.43  $1.36 
There were 55,505 options outstanding at December 31, 2009 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 December 31, 2009, were not included in the computation of diluted earnings per share because the securities’ conversion price was greater than the average market price of common stock and were, therefore, antidilutive.
12. COMMITMENTS AND CONTINGENCIES AND OTHER MATTERS
In the normal course of business, there are various outstanding commitments and contingent liabilities, such as claims and legal actions, minimum annual rental payments under non-cancelable operating leases, guarantees and commitments to extend credit, which are not reflected in the accompanying consolidated financial statements. No material losses are anticipated as a result of these commitments and contingencies.
a) Leases
At December 31, 2009, the Company was obligated to make minimum annual rental payments under non-cancelable operating leases for its premises. Projected minimum rentals under existing leases are as follows:
     
December 31, 2009    
(In thousands)    
2010
 $827 
2011
  533 
2012
  443 
2013
  458 
2014
  467 
Thereafter
  2,065 
 
   
Total minimum rentals
 $4,793 
 
   
Certain leases contain rent escalation clauses which are reflected in the figures listed above. In addition, certain leases provide for additional payments based upon real estate taxes, interest and other charges. Certain leases contain renewal options which are not reflected. Rental expenses under these leases for the years ended December 31, 2009, 2008 and 2007 approximated $883,000, $659,000 and $584,000, respectively.
b) Loan commitments
Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, often including obtaining collateral at exercise of the commitment.

 

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The following represents commitments outstanding:
         
December 31, 2009  2008 
(In thousands)        
Standby letters of credit
 $1,150  $1,781 
Loan commitments outstanding (1)
  25,380   27,752 
Unused lines of credit
  103,417   103,237 
 
      
Total commitments outstanding
 $129,947  $132,770 
 
      
   
(1) 
Of the $25.4 million of loan commitments outstanding at December 31, 2009, $7.2 million are fixed rate commitments and $18.2 million are variable rate commitments
c) Other
During 2009, the Bank was required to maintain certain cash balances with the Federal Reserve Bank of New York for reserve and clearing requirements. The required cash balance at December 31, 2009 was $1.0 million. During 2009, the Federal Reserve Bank of New York offered higher interest rates on overnight deposits compared to our correspondent banks. Therefore the Bank invested overnight with the Federal Reserve Bank of New York and the average balance maintained during 2009 was $4.4 million.
During 2009, 2008 and 2007, the Bank maintained an overnight line of credit with the Federal Home Loan Bank of New York (“FHLB”). The Bank has the ability to borrow against its unencumbered residential and commercial mortgages and investment securities owned by the Bank. At December 31, 2009, 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. As of December 31, 2009, the Bank did not have any such borrowings outstanding.
In March 2001, the Bank entered into a Master Repurchase Agreement with the FHLB whereby the FHLB agrees to purchase securities from the Bank, upon the Bank’s request, with the simultaneous agreement to sell the same or similar securities back to the Bank at a future date. Securities are limited, under the agreement, to government securities, securities issued, guaranteed or collateralized by any agency or instrumentality of the U.S. Government or any government sponsored enterprise, and non-agency AA and AAA rated mortgage-backed securities. At December 31, 2009, there was $81.2 million available for transactions under this agreement.
The Bank had $15.0 million of securities sold under agreements to repurchase outstanding as of December 31, 2009 (See Note 6).
13. 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 entity’s 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).

 

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Assets and Liabilities Measured on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below:
                 
      Fair Value Measurements at 
      December 31, 2009 Using: 
          Significant    
      Quoted Prices In  Other  Significant 
      Active Markets for  Observable  Unobservable 
  Carrying  Identical Assets  Inputs  Inputs 
  Value  (Level 1)  (Level 2)  (Level 3) 
(In thousands)            
Financial Assets:
                
Available for sale securities
                
U.S. GSE securities
 $45,939      $45,939     
State and municipal obligations
  41,805       41,805     
Residential mortgage-backed securities
  106,337       106,337     
Residential collateralized mortgage obligations
  112,031       112,031     
 
              
Total available for sale
 $306,112      $306,112     
 
              
                 
      Fair Value Measurements at 
      December 31, 2008 Using: 
          Significant    
      Quoted Prices In  Other  Significant 
      Active Markets for  Observable  Unobservable 
  Carrying  Identical Assets  Inputs  Inputs 
  Value  (Level 1)  (Level 2)  (Level 3) 
(In thousands)            
Financial Assets:
                
Available for sale securities
                
U.S. GSE securities
 $30,134      $30,134     
State and municipal obligations
  48,588       48,588     
Residential mortgage-backed securities
  146,955       146,955     
Residential collateralized mortgage obligations
  85,018       85,018     
 
              
Total available for sale
 $310,695      $310,695     
 
              
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 Bank’s entire holdings of a particular financial instrument, or the tax consequences of realizing gains or losses on the sale of financial instruments.

 

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Assets measured at fair value on a non-recurring basis are summarized below:
                 
      Fair Value Measurements at 
      December 31, 2009 Using: 
          Significant    
      Quoted Prices In  Other  Significant 
      Active Markets for  Observable  Unobservable 
  Carrying  Identical Assets  Inputs  Inputs 
  Value  (Level 1)  (Level 2)  (Level 3) 
(In thousands)            
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 loan’s effective interest rate. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve 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. 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. There were no impaired loans with allocated allowance for loan losses at December 31, 2008.
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.
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 December 31, 2009 and 2008.

 

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The estimated fair values and recorded carrying values of the Company’s financial instruments are as follows:
                 
December 31, 2009  2008 
(In thousands)
 Carrying  Fair  Carrying  Fair 
  Amount  Value  Amount  Value 
Financial Assets:
                
Cash and due from banks
 $27,108  $27,108  $24,744  $24,744 
Interest bearing deposits with banks
  7,039   7,039   4,141   4,141 
Securities available for sale
  306,112   306,112   310,695   310,695 
Securities restricted
  1,205   n/a   3,800   n/a 
Securities held to maturity
  77,424   78,330   43,444   43,890 
Loans, net
  441,993   449,496   425,730   437,265 
Accrued interest receivable
  3,679   3,679   3,626   3,626 
 
                
Financial liabilities:
                
Demand and other deposits
  793,538   794,512   659,085   660,176 
Federal funds purchased and Federal Home Loan Bank overnight borrowings
        70,900   70,882 
Federal Home Loan Bank term advances
        30,000   29,998 
Repurchase agreements
  15,000   15,210   15,000   15,368 
Junior subordinated debentures
  16,002   15,500       
Accrued interest payable
  531   531   672   672 
14. REGULATORY CAPITAL REQUIREMENTS
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 Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital requirements that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications 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 December 31, 2009, that the Company and the Bank met all capital adequacy requirements with which it must comply. 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. As provided in applicable regulations, TPS are included in holding company Tier 1 capital (up to a limit of 25% of Tier 1 capital).
As of December 31, 2009, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. Since that notification, there are no conditions or events that management believes have changed the institution’s category.

 

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The Company’s and the Bank’s actual capital amounts and ratios are presented in the following table:
                         
Bridge Bancorp, Inc. (Consolidated)
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 
                         
As of December 31, 2008 
(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)
 $58,360   11.1% $42,137   8.0%  n/a   n/a 
Tier 1 Capital (to risk weighted assets)
  54,288   10.3%  21,068   4.0%  n/a   n/a 
Tier 1 Capital (to average assets)
  54,288   6.9%  31,304   4.0%  n/a   n/a 
                         
Bridgehampton National Bank
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%
                         
As of December 31, 2008 
(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)
 $55,431   10.5% $42,130   8.0% $52,662   10.0%
Tier 1 Capital (to risk weighted assets)
  51,359   9.8%  21,065   4.0%  31,597   6.0%
Tier 1 Capital (to average assets)
  51,359   6.6%  31,279   4.0%  39,099   5.0%

 

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15. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of Bridge Bancorp, Inc. (Parent Company only) follows:
Condensed Balance Sheets
         
December 31, 2009  2008 
(In thousands)        
ASSETS
        
Cash and cash equivalents
 $7,490  $4,309 
Other assets
  300   83 
Investment in the Bank
  71,549   53,210 
 
      
Total Assets
 $79,339  $57,602 
 
      
 
        
LIABILITIES AND STOCKHOLDERS’ EQUITY
        
Junior subordinated debentures
 $16,002  $ 
Dividends payable
  1,441   1,423 
Other liabilities
  41   40 
 
      
Total Liabilities
  17,484   1,463 
 
      
 
        
Total Stockholders’ Equity
  61,855   56,139 
 
      
Total Liabilities and Stockholders’ Equity
 $79,339  $57,602 
 
      
Condensed Statements of Income
             
Years ended December 31, 2009  2008  2007 
(In thousands)            
Dividends from the Bank
 $4,500  $3,000  $11,029 
Interest expense
  190       
Non interest expense
  34   149   1 
 
         
Income before income taxes and equity in undistributed earnings of the Bank
  4,276   2,851   11,028 
Income tax benefit
  (69)  (50)   
 
         
Income before equity in undistributed earnings of the Bank
  4,345   2,901   11,028 
Equity in undistributed (overdistributed) earnings of the Bank
  4,418   5,849   (2,734)
 
         
Net income
 $8,763  $8,750  $8,294 
 
         

 

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Condensed Statements of Cash Flows
             
Years ended December 31, 2009  2008  2007 
(In thousands)            
Cash flows from operating activities:
            
Net income
 $8,763  $8,750  $8,294 
Adjustments to reconcile net income to net cash provided by operating activities:
            
Equity in (undistributed) overdistributed earnings of the Bank
  (4,418)  (5,849)  2,734 
(Increase) decrease in other assets
  (217)  1,319   197 
Increase (decrease) in other liabilities
  1   57   (13)
 
         
Net cash provided by operating activities
  4,129   4,277   11,212 
 
         
 
            
Cash flows from investing activities:
            
Investment in the Bank
  (11,500)      
 
         
Net cash used in investing activities
  (11,500)      
 
         
 
            
Cash flows from financing activities:
            
Proceeds from issuance of junior subordinated debentures
  16,002       
Net proceeds from issuance of common stock
  255       
Net proceeds from exercise of stock options
  47      149 
Repurchase of surrendered stock from exercise of stock options and vesting of restricted stock awards
  (36)  (71)   
Dividends paid
  (5,716)  (5,648)  (5,612)
 
         
Net cash provided by (used in) financing activities
  10,552   (5,719)  (5,463)
 
         
 
            
Net increase (decrease) in cash and cash equivalents
  3,181   (1,442)  5,749 
Cash and cash equivalents at beginning of year
  4,309   5,751   2 
 
         
Cash and cash equivalents at end of year
 $7,490  $4,309  $5,751 
 
         
16. OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) components and related income tax effects were as follows:
             
Years Ended December 31, 2009  2008  2007 
(In thousands)            
Unrealized holding gains (losses) on available for sale securities
 $4,085  $5,314  $2,802 
Reclassification adjustment for (gains) losses realized in income
  (529)     101 
Income tax effect
  (1,724)  (2,110)  (1,165)
 
         
 
            
Net change in unrealized gain (loss) on available for sale securities
  1,832   3,204   1,738 
 
         
 
            
Change in post-retirement obligation
  (267)  (2,629)  1,252 
Income tax effect
  106   1,044   (497)
 
         
Net change in post-retirement obligation
  (161)  (1,585)  755 
 
         
 
            
Total
 $1,671  $1,619  $2,493 
 
         
The following is a summary of the accumulated other comprehensive income balances, net of income tax:
             
  Balance as of      Balance as of 
  December 31,  Current Period  December 31, 
          
(In thousands)            
Unrealized gains on available for sale securities
 $3,417  $1,832  $5,249 
Unrealized gains (loss) on pension benefits
  (1,566)  (161)  (1,727)
 
         
Total
 $1,851  $1,671  $3,522 
 
         

 

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17. QUARTERLY FINANCIAL DATA (Unaudited)
Selected Consolidated Quarterly Financial Data
                 
2009 Quarters Ended, March 31,  June 30,  September 30,  December 31, 
(In thousands, except per share amounts)                
Interest income
 $11,023  $10,864  $10,727  $10,754 
Interest expense
  1,940   1,935   1,916   2,024 
 
            
Net interest income
  9,083   8,929   8,811   8,730 
Provision for loan losses
  900   1,400   900   950 
 
            
Net interest income after provision for loan losses
  8,183   7,529   7,911   7,780 
Non interest income
  1,179   1,925   1,565   1,505 
Non interest expenses
  6,089   6,450   6,064   6,162 
 
            
Income before income taxes
  3,273   3,004   3,412   3,123 
Income tax expense
  1,064   981   1,092   912 
 
            
Net income
 $2,209  $2,023  $2,320  $2,211 
 
            
Basic earnings per share
 $0.36  $0.33  $0.38  $0.36 
 
            
Diluted earnings per share
 $0.36  $0.33  $0.38  $0.36 
 
            
                 
2008 Quarters Ended, March 31,  June 30,  September 30,  December 31, 
(In thousands, except per share amounts)                
Interest income
 $9,194  $9,558  $10,075  $10,793 
Interest expense
  2,546   2,248   2,266   2,429 
 
            
Net interest income
  6,648   7,310   7,809   8,364 
Provision for loan losses
  200   325   550   925 
 
            
Net interest income after provision for loan losses
  6,448   6,985   7,259   7,439 
Non interest income
  1,446   1,609   1,677   1,332 
Non interest expenses
  4,989   5,283   5,401   5,484 
 
            
Income before income taxes
  2,905   3,311   3,535   3,287 
Income tax expense
  935   1,076   1,179   1,098 
 
            
Net income
 $1,970  $2,235  $2,356  $2,189 
Basic earnings per share
 $0.32  $0.37  $0.39  $0.36 
Diluted earnings per share
 $0.32  $0.37  $0.39  $0.36 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee
Board of Directors
Bridge Bancorp, Inc.
Bridgehampton, New York
We have audited the accompanying consolidated balance sheets of Bridge Bancorp, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2009. We also have audited Bridge Bancorp, Inc’s. internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Bridge Bancorp, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report By Management on Internal Control Over Financial Reporting located in Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on Bridge Bancorp, Inc’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bridge Bancorp, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Bridge Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
     
 
 (CROWE HORWATH LLP)  
 
 
 
Crowe Horwath LLP
  
Livingston, New Jersey
March 11, 2010

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2009. Based on that evaluation, the Company’s Principal Executive Officer and Principal Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the annual report.
Report By Management On Internal Control Over Financial Reporting
Management of Bridge Bancorp, Inc. (“the Company”) is responsible for establishing and maintaining an effective system of internal control over financial reporting. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and circumvention or overriding of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the Company’s internal control over financial reporting as of December 31, 2009. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2009, the Company maintained effective internal control over financial reporting based on those criteria.
The Company’s independent registered public accounting firm that audited the financial statements that are included in this annual report on Form 10-K, has issued an audit report on the Company’s internal control over financial reporting. The audit report of Crowe Horwath LLP appears on the previous page.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2009, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
“Item 1 — Election of Directors,” “Compliance with Section 16 (a) of the Exchange Act,” and “Code of Ethics” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 7, 2010, are incorporated herein by reference.
Item 11. Executive Compensation
“Compensation of Directors,” “Compensation of Executive Officers,” “Report of the Compensation Committee on Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Employment Contracts and Severance Agreements” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 7, 2010, are incorporated herein by reference.

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
“Beneficial Ownership” and “Item 1 — Election of Directors”, set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 7, 2010, are incorporated herein by reference.
Set forth below is certain information as of December 31, 2009, regarding the Company’s equity compensation plan that has been approved by stockholders.
             
  Number of securities to  Weighted Average    
  be Issued upon  Exercise Price with  Number of Securities 
Equity Compensation Exercise  respect to  Remaining Available 
Plan approved by of outstanding options  Outstanding  for 
Stockholders and awards  Stock Options  Issuance under the Plan 
1996 Equity Incentive Plan
  15,462  $23.23    
2006 Equity Incentive Plan
  192,825  $25.25   418,995 
 
         
Total
  208,287  $24.74   418,995 
 
         
Item 13. Certain Relationships and Related Transactions, and Director Independence
“Certain Relationships and Related Transactions”, and “Director Nominations” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 7, 2010, is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
“Item 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm” “Fees Paid to Crowe Horwath,” and “Policy on Audit Committee Pre-approval of Audit and Non-audit Services of Independent Registered Public Accounting Firm” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 7, 2010, is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following Consolidated Financial Statements, including notes thereto, and financial schedules of the Company, required in response to this item are included in Part II, Item 8.
1. Financial Statements
2. Financial Statement Schedules
Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto under Item 8, “Financial Statements and Supplementary Data.”
3. Exhibits.
See Index of Exhibits on page 66.

 

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
 BRIDGE BANCORP, INC.  
 
 Registrant  
 
    
March 11, 2010
 /s/ Kevin M. O’Connor  
 
 
 
Kevin M. O’Connor
  
 
 President and Chief Executive Officer  
 
    
March 11, 2010
 /s/ Howard H. Nolan  
 
 
 
Howard H. Nolan
  
 
 Senior Executive Vice President, Chief Financial  
 
 Officer and Treasurer  
 
    
March 11, 2010
 /s/ Sarah K. Quinn  
 
 
 
Sarah K. Quinn
  
 
 Vice President, Controller and Principal  
 
 Accounting Officer  
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
     
March 11, 2010
 /s/ Marcia Z. Hefter
 
Marcia Z. Hefter
 ,Director 
 
    
March 11, 2010
 /s/ Dennis A. Suskind
 
Dennis A. Suskind
 ,Director 
 
    
March 11, 2010
 /s/ Kevin M. O’Connor
 
Kevin M. O’Connor
 ,Director 
 
    
March 11, 2010
 /s/ Emanuel Arturi
 
Emanuel Arturi
 ,Director 
 
    
March 11, 2010
 /s/ Thomas E. Halsey
 
Thomas E. Halsey
 ,Director 
 
    
March 11, 2010
 /s/ R. Timothy Maran
 
R. Timothy Maran
 ,Director 
 
    
March 11, 2010
 /s/ Charles I. Massoud ,Director
 
    
 
 Charles I. Massoud  
 
    
March 11, 2010
 /s/ Albert E. McCoy Jr.
 
Albert E. McCoy Jr.
 ,Director 
 
    
March 11, 2010
 /s/ Howard H. Nolan
 
Howard H. Nolan
 ,Director 
 
    
March 11, 2010
 /s/ Rudolph J. Santoro
 
Rudolph J. Santoro
 ,Director 
 
    
March 11, 2010
 /s/ Thomas J. Tobin
 
Thomas J. Tobin
 ,Director 

 

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EXHIBIT INDEX
       
Exhibit Number Description of Exhibit Exhibit
    
 
  
 3.1  
Certificate of Incorporation of the registrant (incorporated by reference to Registrant’s amended Form 10, File No. 0-18546, filed October 15, 1990)
 *
    
 
  
 3.1(i)  
Certificate of Amendment of the Certificate of Incorporation of the Registrant (incorporated by reference to Registrant’s Form 10, File No. 0-18546, filed August 13, 1999)
 *
    
 
  
3.1(ii) 
Certificate of Amendment of the Certificate of Incorporation of the Registrant (incorporated by reference to Registrant’s Definitive Proxy Statement, File No. 0-18546, filed November 18, 2008)
 *
    
 
  
 3.2  
Revised By-laws of the Registrant (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed December 17, 2007)
 *
    
 
  
 10.1  
Amended and Restated Employment Contract — Thomas J. Tobin (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed October 9, 2007)
 *
    
 
  
 10.2  
Amended and Restated Employment Contract — Howard H. Nolan (incorporated by reference to Registrant’s Form 10-K, File No. 0-18546, filed March 12, 2009)
 *
    
 
  
 10.3  
Employment Contract — Kevin M. O’Connor (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed October 9, 2007)
 *
    
 
  
 10.5  
Equity Incentive Plan (incorporated by reference to Registrant’s Form S-8, File No. 0-18546, filed August 14, 2006)
 *
    
 
  
 10.6  
Supplemental Executive Retirement Plan (Revised for 409A) (incorporated by reference to Registrant’s Form 10-K, File No. 0-18546, filed March 14, 2008)
 *
    
 
  
 23  
Consent of Independent Registered Public Accounting Firm
  
    
 
  
 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 U.S.C. Section 1350
  
   
* 
Denotes incorporated by reference.

 

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