10-K 1 a14-2735_110k.htm 10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 

FORM 10-K

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

 

 

SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2013

 

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 pursuant to Section 12 (b) of the 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 pursuant to Section 12 (g) of the 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 x

 

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 x

 

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

 

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

 

Indicate by check mark 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. x

 

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

 

Large accelerated filer o   Accelerated filer x   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 x

 

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, 2013, was $194,127,548.

 

The number of shares of the Registrant’s common stock outstanding on March 12, 2014 was 11,622,150.

 

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 2014 Annual Meeting to be filed pursuant to Regulation 14A on or before April 30, 2014 (Part III).

 

 


Table of Contents

 

 

TABLE OF CONTENTS

 

PART I

 

 

 

 

 

 

 

 

 

Item 1

Business

 

1

 

 

 

 

 

 

Item 1A

Risk Factors

 

7

 

 

 

 

 

 

Item 1B

Unresolved Staff Comments

 

12

 

 

 

 

 

 

Item 2

Properties

 

12

 

 

 

 

 

 

Item 3

Legal Proceedings

 

12

 

 

 

 

 

 

Item 4

Mine Safety Disclosures

 

12

 

 

 

 

 

PART II

 

 

 

 

 

 

 

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

12

 

 

 

 

 

 

Item 6

Selected Financial Data

 

15

 

 

 

 

 

 

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

16

 

 

 

 

 

 

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

 

34

 

 

 

 

 

 

Item 8

Financial Statements and Supplementary Data

 

36

 

 

 

 

 

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

82

 

 

 

 

 

 

Item 9A

Controls and Procedures

 

82

 

 

 

 

 

 

Item 9B

Other Information

 

82

 

 

 

 

 

PART III

 

 

 

 

 

 

 

 

 

Item 10

Directors, Executive Officers and Corporate Governance

 

82

 

 

 

 

 

 

Item 11

Executive Compensation

 

82

 

 

 

 

 

 

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

83

 

 

 

 

 

 

Item 13

Certain Relationships and Related Transactions, and Director Independence

 

83

 

 

 

 

 

 

Item 14

Principal Accountant Fees and Services

 

83

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

 

 

Item 15

Exhibits and Financial Statement Schedules

 

83

 

 

 

 

 

SIGNATURES

 

 

84

 

 

 

 

EXHIBIT INDEX

 

85

 

 


Table of Contents

 

 

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”) as a 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 twenty three branches on eastern Long Island. Federally chartered in 1910, the Bank was founded by local farmers and merchants. For 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  and non agency mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (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 multi-millions of FDIC insurance on CD deposits to its customers. In addition, the Bank offers merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, individual retirement accounts and investment services through Bridge Investment Services, offering a full range of investment products and services through a third party broker dealer. Through its title insurance abstract subsidiary, the Bank acts as a broker for title insurance services. The Bank’s customer base is comprised principally of small businesses, municipal relationships and consumer relationships.

 

The Bank employs 271 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 maintains equity incentive plans under which it may issue shares of 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 savings banks, credit unions, 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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The Company, the Bank and its subsidiaries, with the exception of the real estate investment trust which files its own federal and state income tax returns, 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.

 

DeNovo Branch Expansion

Since 2008, the Bank has opened nine new branches including four since 2012. In June 2012, the Bank opened a new branch in Ronkonkoma, New York. This location’s proximity to MacArthur Airport complements the Patchogue branch and extends the Bank’s reach into the Bohemia market. In late December 2012, the Bank opened a new branch and administrative offices in Hauppauge, New York. In March 2013, the Bank opened a new branch located in Rocky Point and in May 2013 opened a new branch on Shelter Island.  The recent branch openings demonstrate the Bank’s commitment to traditional growth through branch expansion and move the Bank geographically westward.

 

Mergers and Acquisitions

Hamptons State Bank

In May 2011, the Bank acquired Hamptons State Bank (“HSB”) which increased the Bank’s presence in an existing market with a branch located in the Village of Southampton. In July 2011, the Bank converted the former HSB customers to its core operating system. Management spent considerable time ensuring the transition progressed smoothly for HSB’s former customers and shareholders and demonstrated its ability to successfully integrate the former HSB customers and achieve expected cost savings while continuing to execute its business strategy.

 

FNBNY

On September 27, 2013, the Company entered into a definitive agreement to acquire FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York (collectively “FNBNY”). On February 14, 2014, the Company acquired FNBNY at a purchase price of $6.1 million and issued an aggregate of 240,598 Bridge Bancorp shares in exchange for all the issued and outstanding stock of FNBNY. The purchase price is subject to certain post-closing adjustments equal to 60 percent of the net recoveries of principal on $6.3 million of certain identified problem loans over a two-year period after the acquisition.  As of February 14, 2014, FNBNY had total assets of $218 million, including $105 million in loans, funded by deposits of $169 million with three full-service branches, including the Company’s first two branches in Nassau County located in Merrick and Massapequa, and one in western Suffolk County located in Melville.

 

Management will continue to seek opportunities to expand its reach into other contiguous markets by network expansion, or through the addition of professionals with established customer relationships.

 

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 and continued focus on placing our customers first.

 

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.

 

The 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) made extensive changes in the regulation of insured depository institutions. Among other things, the Dodd-Frank Act created a new Consumer Financial Protection Bureau as an independent bureau of the Federal Reserve Board. The Consumer Financial Protection Bureau assumed responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations, a function previously assigned to prudential regulators, and has authority to impose new requirements. However, institutions of less than $10 billion in assets, such as the Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the primary enforcement authority of their prudential regulator rather than the Consumer Financial Protection Bureau.

 

In addition, the Dodd-Frank Act directed changes in the way that institutions are assessed for deposit insurance, mandated the revision of regulatory capital requirements, required regulations requiring originators of certain securitized loans to retain a percentage of the

 

 

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risk for the transferred loans, stipulated regulatory rate-setting for certain debit card interchange fees, repealed restrictions on the payment of interest on commercial demand deposits and contained a number of reforms related to mortgage originations.

 

The Dodd-Frank Act contained the so-called “Volcker Rule,” which generally prohibits banking organizations from engaging in proprietary trading and from investing in, sponsoring or having certain relationships with hedge or private equity funds (“covered funds”).  On December 13, 2013, federal agencies issued a final rule implementing the Volcker Rule which, among other things, requires banking organizations to restructure and limit certain of their investments in and relationships with covered funds.  The final rule unexpectedly included within the interests subject to its restrictions collateralized debt obligations backed by trust-preferred securities (“TRUPs CDOs”).  Many banking organizations had purchased such instruments because of their favorable tax, accounting and regulatory treatment and would have been subject to unexpected write-downs.  In response to concerns expressed by community banking organizations, the federal agencies subsequently issued an interim final rule which grandfathers TRUPS CDOs issued before May 19, 2010 if (i) acquired by a banking organization on or before December 10, 2013 and (ii) the organization reasonably believed the proceeds from the TRUPS CDOs were invested primarily in any trust preferred security or subordinated debt instrument issued by a depository institution holding company with less than $15 billion in assets or by a mutual holding company.

 

In addition, the Consumer Financial Protection Bureau has finalized the rule implementing the “Ability to Pay” requirements of the Dodd-Frank Act.  The regulations generally require creditors to make a reasonable, good faith determination as to a borrower’s ability to repay most residential mortgage loans.  The final rule establishes a safe harbor for certain “Qualified Mortgages,” which contain certain features deemed less risky and omit certain other characteristics considered to enhance risk.  The Ability to Repay final rules were effective January 10, 2014.

 

Many of the provisions of the Dodd-Frank Act are subject to delayed effective dates and/or require the issuance of implementing regulations. The regulatory process is ongoing and the impact on operations cannot yet be fully assessed. However, there is a significant possibility that the Dodd-Frank Act will, at a minimum, result in increased regulatory burden, compliance costs and interest expense for the Company and the Bank.

 

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. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act permanently raised the deposit insurance available on all deposit accounts to $250,000.

 

Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain other factors, with less risky institutions paying lower assessments. An institution’s rate depends upon the category to which it is assigned, and certain adjustments specified by FDIC regulations. Institutions deemed less risky pay lower rates. The Dodd-Frank Act required the FDIC to revise its procedures to base its assessments upon each insured institution’s total assets less tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity. The FDIC may adjust the scale uniformly, except that no adjustment can deviate more than two basis points from the base scale without notice and comment.  No institution may pay a dividend if in default of the federal deposit insurance assessment.

 

 

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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, 2013, the annualized FICO assessment was equal to 0.62 basis points of average consolidated total assets less average tangible equity.

 

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 200%, 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%.

 

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.

 

In July 2013, the OCC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act.  Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), sets the leverage ratio at a uniform 4% of total assets, increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised.  The rule limits a banking organization’s capital distributions and certain discretionary bonus payments to executive officers if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.  The final rule is effective January 1, 2015.  The “capital conservation buffer” will be phased in from January 1, 2016 to January 1, 2019, when the full capital conservation buffer will be effective.

 

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.

 

 

 

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On February 7, 2011, the FDIC approved a rulemaking to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that prohibits incentive-based compensation that encourages inappropriate risk taking.

 

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.

 

The recent final rule that will increase regulatory capital standards will adjust the prompt corrective action tiers as of January 1, 2015 to account for the changes.

 

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. 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.

 

 

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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.

 

The Federal Reserve Board has adopted consolidated capital adequacy guidelines for bank holding structured similarly, but not identically, to those of the OCC for the Bank. As of December 31, 2013, the Company’s total capital and Tier 1 capital ratios exceeded these minimum capital requirements. The Dodd-Frank Act directed the Federal Reserve Board to issue consolidated capital requirements for depository institution holding companies that are less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. The previously discussed final rule regarding regulatory capital requirements implements the Dodd-Frank Act as to bank holding company capital standards.  Consolidated regulatory capital requirements identical to those applicable to the subsidiary banks will apply to bank holding companies (with greater than $500 million of assets) as of January 1, 2015.  As is the case with institutions themselves, the capital conservation buffer will be phased in between 2016 and 2019.  The new capital rule will eliminate from Tier 1 capital the inclusion of certain instruments, such as trust preferred securities, that are currently includable by bank holding companies. However, the final rule grandfathers trust preferred issuances prior to May 19, 2010 in accordance with the Dodd-Frank Act. The Company has issued trust preferred securities that should qualify for the grandfather.

 

The policy of the Federal Reserve Board is that a bank holding company must serve as a source of strength to its subsidiary banks by providing capital and other support in times of distress. The Dodd-Frank Act codified the source of strength policy and requires the issuance of implementing regulations.

 

Under the prompt corrective action provisions of federal law, a bank holding company parent of an undercapitalized subsidiary bank is required to guarantee, within specified limits, the capital restoration plan that is required of an undercapitalized bank. If an undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the Federal Reserve Board may prohibit the bank holding company parent of the undercapitalized bank from paying dividends or making any other capital distribution.

 

As a bank holding company, the Company is required to obtain the prior approval of the Federal Reserve Board to acquire more than 5% of a class of voting securities of any additional bank or bank holding company or to acquire all, or substantially all, the assets of any additional bank or bank holding company. In addition, the bank holding companies may generally only engage in activities that are closely related to banking as determined by the Federal Reserve Board. Bank holding companies that meet certain criteria may opt to become a financial holding company and thereby engage in a broader array of financial activities.

 

Federal Reserve Board policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past two years is sufficient to fund the dividends and the prospective rate of earnings retention is consistent with the company’s capital needs, asset quality and overall financial condition.

 

A bank holding company is required to receive prior Federal Reserve Board approval of the redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such

 

 

 

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purchases or redemptions during the preceding 12 months, will be equal to 10% or more of the company’s consolidated net worth. Such approval is not required for a bank holding company that meets certain qualitative criteria.

 

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.

 

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, investment services, 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.

 

The Company had nominal results of operations for 2013, 2012, and 2011 on a parent-only basis.  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 15 of the Notes to the Consolidated Financial Statements). Since 2011, the Company has actively managed its capital position in response to its growth and has raised $68M in capital.

 

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 at www.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

 

The concentration of our loan portfolio in loans secured by commercial and residential real estate properties located in eastern Long Island could materially adversely affect our financial condition and results of operations if general economic conditions or real estate values in this area decline.

 

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 in Suffolk County which is located on eastern Long Island. 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 our control would impact these local economic conditions and could negatively affect our financial condition and results of operations. Additionally, while we have a significant amount of commercial real estate loans, the majority of which are owner-occupied,

 

 

 

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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 our earnings.

 

Changes in interest rates could affect our profitability.

 

The Bank’s ability to earn a profit, like most financial institutions, depends primarily on net interest income, which is the difference between the interest income that the Bank earns on its interest-earning 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.

 

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 its 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.

 

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.

 

Changes in interest rates also affect the fair value of our securities portfolio.  Generally, the value of securities moves inversely with changes in interest rates.  As of December 31, 2013, our securities portfolio totaled $776.5 million.

 

In addition, the Dodd-Frank Act eliminated the federal prohibition on paying interest on demand deposits effective July 21, 2011, thus allowing businesses to have interest-bearing checking accounts.  Depending on competitive responses, this change to existing law could increase our interest expense.

 

Strong competition within our market area may limit our growth and profitability.

 

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. Since 2009, the Bank has expanded its market areas to include branches in the towns of Brookhaven, Babylon and Islip. In December 2012, the Bank opened administrative offices in Hauppauge, New York, to better service customers as the Bank continues to move westward.  During 2013, the Bank opened two new branches: one in March located in Rocky Point, New York and one in May located on Shelter Island, New York. 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, credit unions, 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 may offer 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 increased competition for the recruitment and retention of qualified staff.

 

Acquisition of FNBNY

 

Acquisitions involve a number of risks and challenges including:  our ability to integrate the branches and operations we acquire, and the associated internal controls and regulatory functions, into our current operations; our ability to limit the outflow of deposits held by our new customers in the acquired branches and to successfully retain and manage the loans we acquire; our ability to attract new deposits and to generate new interest-earning assets in geographic areas we have not previously served.  Additionally, no assurance can be given that the operation of acquired branches would not adversely affect our existing profitability; that we would be able to achieve results in the future similar to those achieved by our existing banking business; that we would be able to compete effectively in the market areas served by acquired branches; or that we would be able to manage any growth resulting from the transaction effectively.  We face the additional risk that the anticipated benefits of the acquisition may not be realized fully or at all, or within the time period expected.

 

Our future success depends on the success and growth of The Bridgehampton National Bank.

 

Our primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, our future profitability will depend on the success and growth of this subsidiary.  The continued and successful implementation of our growth strategy will require, among other things that we increase our market share by attracting new customers that currently bank at other financial institutions in our market area.  In addition, our ability to successfully grow will depend on several factors, including favorable market conditions, the competitive responses from other financial institutions in our market area, and our ability to maintain high asset quality.  While we believe we have the management resources, market opportunities and internal systems in place to obtain and successfully manage future growth, growth opportunities may not be available and we may not be successful in continuing our

 

 

 

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growth strategy.  In addition, continued growth requires that we incur additional expenses, including salaries, data processing and occupancy expense related to new branches and related support staff.  Many of these increased expenses are considered fixed expenses.  Unless we can successfully continue our growth, our results of operations could be negatively affected by these increased costs.  Finally, our growth is also affected by the seasonality of our markets in Eastern Long Island, including the Hamptons and North Fork, a region that is a recreational destination for the New York metropolitan area, and a highly regarded resort locale world-wide.  This seasonality results in more economic activity in the summer months and decrease activity in the off season, which can adversely impact the consistency and sustainability of growth.

 

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.

 

We operate in a highly regulated environment.

 

The Bank and Company are subject to extensive regulation, supervision and examination by the OCC, the FDIC, the Federal Reserve Board and the SEC. Such regulation and supervision governs the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the consumer rather than for the protection of shareholders. In order to comply with regulations, guidelines and examination procedures in this area as well as other areas of the Bank’s operations, 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 effective 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.

 

Although economic and real estate conditions improved in 2013, we continue to operate in a challenging environment both nationally and locally.  This poses significant risks to both the Company’s business and the banking industry as a whole.  Although we have taken, and continue to take, steps to reduce our exposure to the risks that stem from adverse changes in such conditions, we nonetheless could be impacted by them to the degree that they affect the loans we originate and the securities we invest in.  Specific risks include reduced loan demand from quality borrowers; increased competition for loans; increased loan loss provisions resulting from deterioration in loan quality caused by, among other things, depressed real estate values and high levels of unemployment; reduced net interest income and net interest margin caused by a sustained period of low interest rates; interest rate volatility; price competition for deposits due to liquidity concerns or otherwise; and volatile equity markets.

 

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 collectability 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 probable incurred losses  in our loan portfolio, resulting in additions to the allowance. Material additions to the allowance through charges to earnings 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.

 

The trust preferred securities that we issued have rights that are senior to those of our common shareholders. The conversion of the trust preferred securities into shares of our common stock could result in dilution of your investment.

 

In October 2009 we issued $16 million of 8.5% cumulative convertible trust preferred securities from a special purpose trust, and we issued an identical amount of junior subordinated debentures to this trust.  Payments of the principal and interest on the trust preferred securities are conditionally guaranteed by us. Further, the accompanying junior subordinated debentures that we issued to the trust are senior to our shares of common stock. As a result, we must make payments on the junior subordinated debentures before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the obligations with respect to the junior subordinated debentures must be satisfied before any distributions can be made on our common stock. We have the right

 

 

 

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to defer distributions on the junior subordinated debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid on our common stock.

 

In addition, each $1,000 in liquidation amount of the trust preferred securities currently is convertible, at the option of the holder, into 32.2581 shares of our common stock.  The conversion of these securities into shares of our common stock would dilute the ownership interests of purchasers of our common stock in this offering.

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act will, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our cost of operations.

 

The Dodd-Frank Act is significantly changing the bank regulatory structure and is impacting the largest financial institutions as well as regional banks and community banks.  The federal regulatory agencies, specifically the SEC and the new Consumer Financial Protection Bureau, are given significant discretion in drafting the implementing regulations.

 

The major bank-related provisions under the Dodd-Frank Act pertain to: capital requirements; mortgage reform and minimum lending standards; consumer financial protection bureau; sale of mortgage loans (including risk retention requirements); FDIC insurance-related provisions; preemption standards for national banks; abolishment of the Office of Thrift Supervision; interchange fee for debit card transactions; Volcker Rule; regulation of derivatives/swaps;  Financial Services Oversight Council; resolution authority; and corporate governance matters (e.g.; “say on pay”; new executive compensation disclosure and clawbacks, etc.). Given the range of topics in the Dodd-Frank Act and the voluminous regulations required to implement by the Dodd-Frank Act, the full impact will not be known for some time.

 

Certain provisions of the Dodd-Frank Act impacted banks upon enactment of the legislation.  Examples of this were the permanent increase of FDIC deposit insurance limits, the FDIC Assessment Base calculation change and the removal of the cap for the Deposit Insurance Fund, all of which in turn affected banks’ FDIC deposit insurance premiums.  Certain provisions of the Dodd-Frank Act are expected to have a near-term effect on us. For example, a provision of the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts.  Depending on competitive responses, this significant change to existing law could increase our interest expense.

 

The Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators.  The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

 

It is difficult to predict at this time what specific impact the Dodd-Frank Act and the many yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense.

 

The short-term and long-term impact of the changing regulatory capital requirements and anticipated new capital rules are uncertain.

 

In July 2013, the OCC and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act.  Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), sets the leverage ratio at a uniform 4% of total assets, increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised.  The rule limits a banking organization’s capital distributions and certain discretionary bonus payments to executive officers if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.  The final rule is effective January 1, 2015.  The “capital conservation buffer” will be phased in from January 1, 2016 to January 1, 2019, when the full capital conservation buffer will be effective.

 

The application of more stringent capital requirements could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements.  Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk

 

 

 

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weightings for risk based capital calculations, items included or deducted in calculating regulatory capital or additional capital conservation buffers, could result in management modifying our business strategy and could limit our ability to make distributions, including paying dividends or buying back our shares.

 

Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.

 

Information technology systems are critical to our business.  We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans.  We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur or may not be adequately addressed if they do occur.  In addition, any compromise of our systems could deter customers from using our products and services.  Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.

 

In addition, we outsource a majority of our data processing to certain third-party providers.  If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected.  Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

 

The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability.  Any of these events could have a material adverse effect on our financial condition and results of operations.

 

Severe Weather, Acts of Terrorism and Other External Events Could Impact Our Ability to Conduct Business

 

In the past, weather-related events have adversely impacted our market area, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area remain central targets for potential acts of terrorism.  Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition.

 

Proposed changes in New York State Tax Law

 

The Company is subject to income tax under Federal, New York State and New York City laws and regulations.  Changes in such laws and regulations could increase the Company’s tax burden and such increase could have a material negative impact on its results of operations.

 

The Governor of the State of New York State recently announced his budget proposal for the 2014-2015 fiscal year.  The Governor’s proposal includes, among other things: (1) a merger of the current bank tax provisions under Article 32 of New York State tax law into the corporate tax provisions under Article 9A; (2) a reduction in the corporate income tax rate from 7.1% to 6.5%; (3) an increase in the MTA surcharge from 17% of the corporate tax to 24.5%; and (4) the elimination of captive REITs for institutions that have less than $8 billion in total assets.

 

The Company currently avails itself of certain benefits under New York State tax law associated with having a captive REIT.  If the tax reform elements contained in the Governor’s budget proposal become law, the Company would lose the annual tax benefit associated with its REIT which would result in a higher tax rate and lower net income. Other provisions in the Governor’s proposal would benefit the Bank such as the reduction in the corporate tax rate from 7.1% to 6.5%.  The Company is continuing to analyze the Governor’s budget proposal and has not yet determined the full impact that the proposal, if enacted into law, could have on its tax burden.

 

 

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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.

 

As of December 31, 2013, all of the Bank’s properties were located in Suffolk County, New York. The Bank’s Main Office in Bridgehampton is owned. The Bank also owns buildings that house branches located in; Montauk, Southold, Westhampton Beach, Southampton Village, and East Hampton Village. The Bank currently leases out a portion of the Montauk and Westhampton Beach buildings. The Bank leases fifteen additional properties in Suffolk County as branch locations. Additionally, the Bank utilizes space for a branch in the retirement community, Peconic Landing at 1500 Brecknock Road, Greenport. The Bank currently subleases a portion of the leased property located in Patchogue. In 2011, the Bank purchased real estate in the Town of Southold which will also be considered as a site for a future branch facility. On February 14, 2014, the Company acquired FNBNY and six leased properties.  FNBNY operates in four locations: (i) three branch locations including two in Nassau County and (ii) one loan production office in New York City. Additionally, one leased properties in New York City is fully sublet.

 

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. Mine Safety Disclosures

 

Not applicable.

 

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 trades on the NASDAQ Global Select Market under the symbol “BDGE”.  The following table details the quarterly high and low sale prices of the Company’s common stock and the dividends declared for such periods.

 

At December 31, 2013 the Company had approximately 846 shareholders of record, not including the number of persons or entities holding stock in nominee or the street name through various banks and brokers.

 

 

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COMMON STOCK INFORMATION

 

 

 

Stock Prices

 

 

 

 

High

 

Low

 

Dividends
Declared

By Quarter 2013

 

 

 

 

 

 

 

 

 

First

 

$

21.87

 

$

20.08

 

$

Second

 

$

22.77

 

$

19.40

 

$

0.23

Third

 

$

24.69

 

$

20.86

 

$

0.23

Fourth

 

$

26.00

 

$

21.26

 

$

0.23

 

 

 

Stock Prices

 

 

 

 

High

 

Low

 

Dividends
Declared

By Quarter 2012

 

 

 

 

 

 

 

 

 

First

 

$

22.33

 

$

19.30

 

$

0.23

Second

 

$

23.59

 

$

19.02

 

$

0.23

Third

 

$

24.54

 

$

19.58

 

$

0.23

Fourth

 

$

23.24

 

$

19.07

 

$

0.46

 

 

Stockholders received cash dividends totaling $6.8 million in 2013 and $9.9 million in 2012. Due to the likelihood of a change in the tax rates on dividends beginning in 2013, management decided to accelerate the timing of the payment of the Company’s fourth quarter dividend to shareholders into calendar year 2012 resulting in five dividend payments in 2012 and three dividend payments in 2013. The ratio of dividends per share to net income per share was 51.58% in 2013 compared to 77.50% in 2012.

 

There are various legal limitations with respect to the Company’s ability to pay dividends to shareholders and the Bank’s ability to pay dividends to the Company.   Under the New York Business Corporation Law, the Company may pay dividends on its outstanding shares unless the Company is insolvent or would be made insolvent by the dividend.  Under federal banking law, the prior approval of the Federal Reserve Board and the Office Comptroller of the Currency (the “OCC”) may be required in certain circumstances prior to the payment of dividends by the Company or the Bank.  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.  At January 1, 2014, the Bank had $27.8 million of retained net income available for dividends to the Company.  The OCC also has the authority to prohibit a national bank from paying dividends if such payment is deemed to be an unsafe or unsound practice.  In addition, as a depository institution the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC. The Bank currently is not (and never has been) in default under any of its obligations to the FDIC.

 

The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board’s policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board has the authority to prohibit the Company from paying dividends if such payment is deemed to be an unsafe or unsound practice.

 

 

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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 $1 billion to $5 billion, as reported by SNL Financial L.C. from December 31, 2008 through December 31, 2013. The graph assumes the reinvestment of dividends in additional shares of the same class of equity securities as those listed below.

 

Bridge Bancorp, Inc.

 

 

 

 

 

Period Ended

 

Index

12/31/08

12/31/09

12/31/10

12/31/11

12/31/12

12/31/13

Bridge Bancorp, Inc.

100.00

135.12

143.82

119.94

129.34

170.40

NASDAQ Composite

100.00

145.36

171.74

170.38

200.63

281.22

SNL Bank $1B-$5B

100.00

71.68

81.25

74.10

91.37

132.87

 

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

The Board of Directors approved a stock repurchase program on March 27, 2006 which authorized the repurchase of 309,000 shares. No shares have been purchased during the year ended December 31, 2013. The total number of shares purchased as part of the publicly announced plan totaled 141,959 as of December 31, 2013. The maximum number of remaining shares that may be purchased under the plan totals 167,041 as of December 31, 2013. 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, 2013.

 

 

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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,

 

2013

 

2012

 

2011

 

2010

 

2009

 

Selected Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale

 

$

575,179

 

$

529,070

 

$

441,439

 

$

323,539

 

$

306,112

 

Securities, restricted

 

7,034

 

2,978

 

1,660

 

1,284

 

1,205

 

Securities held to maturity

 

201,328

 

210,735

 

169,153

 

147,965

 

77,424

 

Loans held for sale

 

 

 

2,300

 

 

 

Loans held for investment

 

1,013,263

 

798,446

 

612,143

 

504,060

 

448,038

 

Total assets

 

1,896,746

 

1,624,713

 

1,337,458

 

1,028,456

 

897,257

 

Total deposits

 

1,539,079

 

1,409,322

 

1,188,185

 

916,993

 

793,538

 

Total stockholders’ equity

 

159,460

 

118,672

 

106,987

 

65,720

 

61,855

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

Selected Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

58,430

 

$

54,514

 

$

50,426

 

$

44,899

 

$

43,368

 

Total interest expense

 

7,272

 

7,555

 

7,616

 

7,740

 

7,815

 

Net interest income

 

51,158

 

46,959

 

42,810

 

37,159

 

35,553

 

Provision for loan losses

 

2,350

 

5,000

 

3,900

 

3,500

 

4,150

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

48,808

 

41,959

 

38,910

 

33,659

 

31,403

 

Total non-interest income

 

8,891

 

10,673

 

6,949

 

7,433

 

6,174

 

Total non-interest expense

 

37,937

 

33,780

 

30,837

 

27,879

 

24,765

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

19,762

 

18,852

 

15,022

 

13,213

 

12,812

 

Income tax expense

 

6,669

 

6,080

 

4,663

 

4,047

 

4,049

 

Net income

 

$

13,093

 

$

12,772

 

$

10,359

 

$

9,166

 

$

8,763

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

Selected Financial Ratios and Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average equity(1)

 

9.89

%

11.78

%

14.37

%

15.29

%

15.58

%

Return on average assets(1)

 

0.77

%

0.88

%

0.88

%

0.95

%

1.06

%

Average equity to average assets

 

7.80

%

7.49

%

6.11

%

6.18

%

6.80

%

Dividend payout ratio (2) (3)

 

51.58

%

77.50

%

44.35

%

63.42

%

65.43

%

Basic earnings per share(1)

 

$

1.36

 

$

1.48

 

$

1.54

 

$

1.45

 

$

1.41

 

Diluted earnings per share(1)

 

$

1.36

 

$

1.48

 

$

1.54

 

$

1.45

 

$

1.41

 

Cash dividends declared per common share(2) (3)

 

$

0.69

 

$

1.15

 

$

0.69

 

$

0.92

 

$

0.92

 

 

(1)   2013 amount includes $0.4 million of acquisition costs, net of income taxes, associated with the FNBNY acquisition.

(2)   The dividend payout ratio and cash dividends declared per common share for 2012 includes five declared quarterly dividends.

(3)   The dividend payout ratio and cash dividends declared per common share for 2013 and 2011 includes three declared quarterly dividends.

 

 

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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,” “estimated,” “assumes,” “likely,” and variation 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  consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title 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, changing economic  conditions; 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; demands for loan products; demand for 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; expanded regulatory requirements as a result of the Dodd-Frank Act, which could adversely affect operating results; and other factors discussed elsewhere in this report including factors set forth under Item 1A., Risk Factors, and in quarterly and other reports filed by the Company with the Securities and Exchange Commission.  The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

 

OVERVIEW

 

Who We Are and How We Generate Income

 

Bridge Bancorp, Inc., a New York corporation, is a bank holding company formed in 1989. On a parent-only basis, the Company has had minimal results of operations. The Company is dependent on dividends from its wholly owned subsidiary, The Bridgehampton National Bank (“the Bank”), its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The 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, investment services, 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. These reclassifications did not have an impact on net income or total stockholders’ equity.

 

Year and Quarterly Highlights

 

              Net income of $3.6 million and $0.32 per diluted share for the fourth quarter 2013 compared to $3.4 million and $0.39 per diluted share for the fourth quarter 2012. Net income for 2013 was $13.1 million and $1.36 per diluted share, compared to $12.8 million and $1.48 per diluted share in 2012

 

              Returns on average assets and equity for 2013 were 0.77% and 9.89%, respectively.

 

              Net interest income increased to $51.2 million for 2013 compared to $47.0 million in 2012.

 

              Net interest margin was 3.24% for 2013 and 3.52% for 2012.

 

              Total assets of $1.9 billion at December 31, 2013, an increase of $0.3 billion or 16.8% over the same date last year.

 

              Total loans held for investment of $1.0 billion at December 31, 2013, an increase of 26.9% from December 31, 2012.

 

 

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              Total investment securities of $783.5 million at December 31, 2013, an increase of 5.5% over December 31, 2012.

 

              Total deposits of $1.5 billion at December 31, 2013, an increase of $129.8 million or 9.2% over 2012 level.

 

              Allowance for loan losses was 1.58% of loans as of December 31, 2013, compared to 1.81% at December 31, 2012.

 

              The Company’s Tier 1 Capital to quarterly average assets ratio was 10.3% as of December 31, 2013, as compared to 8.4% as of 2012. Stockholders’ equity totaled $159.5 million at December 31, 2013, an increase of $40.8 million from December 31, 2012 as a result of a $37.5 million public offering on October 8, 2013, as well as the capital raised through the Dividend Reinvestment Plan (“DRP”) and continued earnings growth, net of dividends.

 

              A cash dividend of $0.23 per share was declared in January 2014 for the fourth quarter of 2013 paid in February 2014.

 

Significant Events

 

Acquisition of FNBNY

On September 27, 2013, Bridge Bancorp, Inc. (“Bridge Bancorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FNBNY Bancorp, Inc. (“FNBNY”).  Pursuant to the Merger Agreement, FNBNY will merge with and into Bridge Bancorp, with Bridge Bancorp as the surviving entity.  Immediately following the merger of FNBNY with and into Bridge Bancorp, the First National Bank of New York, a national banking association and wholly owned subsidiary of FNBNY (“First National Bank”), will merge with and into The Bridgehampton National Bank, a national banking association and wholly owned subsidiary of Bridge Bancorp, with The Bridgehampton National Bank as the surviving entity. On February 14, 2014, the Company acquired FNBNY at a purchase price of $6.1 million and issued an aggregate of 240,598 Bridge Bancorp shares in exchange for all the issued and outstanding stock of FNBNY. The purchase price is subject to certain post-closing adjustments equal to 60 percent of the net recoveries of principal on $6.3 million of certain identified problem loans over a two-year period after the acquisition.  As of February 14, 2014, FNBNY had total assets of $218 million, including $106 million in loans, funded by deposits of $169 million with three full-service branches, including the Company’s first two branches in Nassau County located in Merrick and Massapequa, and one in western Suffolk County located in Melville.

 

Public Offering of Common Stock

On October 8, 2013, the Company completed a public offering of common stock wherein the Company sold 1,926,250 shares of common stock at a price of $20.75 per share, for gross proceeds of approximately $40.0 million, which include 251,250 shares sold pursuant to the option granted to the underwriters. The net proceeds of the offering, after deducting underwriting discounts and commissions and offering expenses, were approximately $37.5 million. The purpose of the offering was in part to provide additional capital to Bridge Bancorp to support its acquisition of FNBNY Bancorp, Inc. and for general corporate purposes.

 

Current Environment

 

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was signed by the President. The Act permanently raised the current standard maximum deposit insurance amount to $250,000. Section 331(b) of the Dodd-Frank Act required the FDIC to change the definition of the assessment base from which assessment fees are determined. The new definition for the assessment base is the average consolidated total assets of the insured depository institution less the average tangible equity of the insured depository institution. The financial reform legislation, among other things, created a new Consumer Financial Protection Bureau, tightened capital standards and resulted in new regulations that are expected to increase the cost of operations.

 

In July 2013, the Federal Deposit Insurance Corporation and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act.  Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property.  The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out is exercised.  Additional constraints will also be imposed on the inclusion in regulatory capital of mortgage-servicing assets, defined tax assets and minority interests.  The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.  The final rule becomes effective for the Bank on January 1, 2015.  The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.

 

 

 

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Since April 2010 the Federal Reserve has maintained the federal funds target rate between 0 and 25 basis points as an effort to foster employment. In June 2013, the FOMC announced it will continue purchasing agency mortgage-backed securities and longer term Treasury securities at a pace of $45 billion a month and $45 billion a month, respectively, until certain improvements in the economy are achieved. The FOMC will continue to reinvest principal payments of agency mortgage-backed securities and roll over maturing Treasury securities. In December 2013, the FOMC announced that in light of improving economic indicators, it would reduce these purchases by $10 billion per month. These actions have resulted in a prolonged low interest rate environment reducing yields on interest earning assets and compressing the Company’s net interest margin. The FOMC anticipates maintaining the federal funds target rate until the outlook for employment and inflation are in line with the Committee’s long term objectives.

 

Growth and service strategies have the potential to offset the compression on net interest margin with volume as the customer base grows through expanding the Bank’s footprint, while maintaining and developing existing relationships. Since 2008, the Bank has opened nine new branches, including the most recent branch openings in March 2013 in Rocky Point, New York, and in May 2013 in Shelter Island, New York. Most of the recent branch openings move the Bank geographically westward and demonstrate its commitment to traditional growth through branch expansion. In May 2011, the Bank acquired Hampton State Bank (“HSB”) which increased the Bank’s presence in an existing market with a branch located in the Village of Southampton. After careful consideration, management decided to close its existing branch on County Road 39 in Southampton, New York, effective in April 2013. Management has demonstrated its ability to successfully integrate the former HSB customers and achieve expected cost savings while continuing to execute its business strategy. Management will continue to seek opportunities to expand its reach into other contiguous markets by network expansion, or through the addition of professionals with established customer relationships.

 

Challenges and Opportunities

 

As noted earlier, on February 14, 2014, the Company acquired FNBNY. This acquisition increases the Company’s scale and continues the westward expansion into three new markets including Melville (Suffolk County), and two branches in Nassau County; Massapequa and Merrick. To support this acquisition and future growth, the Company completed a public offering on October 8, 2013, with $37.5 million in net proceeds. While these proceeds provide capital to support the acquisition, the additional common shares outstanding negatively impacted earnings per share during the fourth quarter of 2013 and will likely impact the first half of 2014 until the benefits of the acquisition can be affected. Management recognizes the challenges associated with an acquisition and will leverage the experience gained in the acquisition of Hamptons State Bank in 2011, with the integration of FNBNY.

 

The Bank continues to face challenges associated with a fragile economic recovery, ever increasing regulations, and the current volatile interest rate environment. During 2013, speculation about the Federal Reserve’s Quantitative Easing or bond buying program caused longer term interest rates to rise dramatically. Over time, increases in rates should provide some relief to net interest margin compression as new loans are funded and securities are reinvested at higher rates. However, in the short term, the fair value of our available for sale securities declined, resulting in net unrealized losses and a reduction in stockholders’ equity. Strategies for managing for the eventuality of higher rates have a cost. Extending liability maturities or shortening the tenor of assets increase interest expense and reduce interest income. An additional method for managing in a higher rate environment is to grow stable core deposits, requiring continued investment in people, technology and branches. Over time, the costs of these strategies should provide long term benefits.

 

New regulations required under Dodd-Frank continue to be issued and in July 2013, the regulatory agencies issued final capital rules under Basel III which become effective for our Company in January 2015. The final rules, while more favorable to community banks, require that all banks maintain higher levels of capital. Management believes the Bank’s current capital levels will meet these new requirements. These factors taken together present formidable challenges to the banking industry

 

The key to delivering on the Company’s mission is combining its expanding branch network, improving technology, and experienced professionals with the critical element of local decision making. The successful expansion of the franchise’s geographic reach continues to deliver the desired results: increasing core deposits and loans, and generating higher levels of revenue and income.

 

Corporate objectives for 2014 include: successful integration of the operations of FNBNY, 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. Management believes there remain opportunities to grow its franchise and continued investments to generate core funding, quality loans and new sources of revenue, remain keys to continue creating long term shareholder value. Management remains committed to branch based banking and during 2013, the Company has opened two new branches, one in Rocky Point, New York, in March 2013 and one in Shelter Island, New York, in May 2013. The Bank also received regulatory approval to open an additional branch in Bay Shore, New York, and a loan production office in Riverhead, New York. The Company expects to open the Bay Shore branch and the loan production office during the first quarter of 2014. The Company launched its new electronic banking platform in the first half of 2013. This new platform allows the Company to enhance the delivery of current technology, and more importantly, effectively deliver the next generation of products and services to its existing and new customer base. The ability to attract, retain, train and cultivate employees at all levels of the Company remains significant to meeting corporate 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

 

 

 

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underwriting, expansion strategies, investing and general business practices. The Company has capitalized on opportunities presented by the market and diligently seeks opportunities for growth and to strengthen the franchise. The Company recognizes the potential risks of the current economic environment and will monitor the impact of market events as we consider growth initiatives and evaluate loans and investments. Management and the Board have built a solid foundation for growth and the Company is positioned to adapt to anticipated changes in the industry resulting from new regulations and legislative initiatives.

 

CRITICAL ACCOUNTING POLICIES

 

Note 1 of our Notes to Consolidated Financial Statements for the year ended December 31, 2013 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 loan analyses are periodically performed on specific loans considered impaired. For collateral dependent impaired loans, appraisals are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company.  Once received, the Credit Administration department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources, such as recent market data or industry-wide statistics.  On a quarterly basis, the Company compares the actual selling price of collateral that has been sold, based on these independent sources, as well as recent appraisals associated with current loan origination activity, to the most recent appraised value to determine if additional adjustments should be made to the appraisal value to arrive at fair value.  Adjustments to fair value are made only when the analysis indicates a probable decline in collateral values. 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 into loans with homogenous characteristics by loan type and include commercial real estate mortgages, owner and non-owner occupied; multi-family mortgages; residential real estate mortgages, first lien and home equity; commercial loans, secured and unsecured; installment/consumer loans; and real estate construction and land loans. 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

 

 

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procedures, and concentrations in the portfolio when determining the allowances for each pool. In addition, we evaluate and consider the credit’s risk rating which includes management’s evaluation of: cash flow, collateral and trends in current values, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, 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.

 

The Credit Risk 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 Credit Risk Committee, based on its risk assessment of the entire portfolio. Based on the Credit Risk Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2013 and 2012, 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 2013 totaled $13.1 million or $1.36 per diluted share while net income for 2012 totaled $12.8 million or $1.48 per diluted share, as compared to net income of $10.4 million, or $1.54 per diluted share for the year ended December 31, 2011. Net income increased $0.3 million or 2.5% compared to 2012 and net income for 2012 increased $2.4 million or 23.3% as compared to 2011. Significant trends for 2013 include: (i) a $4.2 million or 9.0% increase in net interest income; (ii) a $2.7 million decrease in the provision for loan losses; (iii) a $1.8 million or 16.7% decrease in total non-interest income due to lower net securities gains of $0.7  million in 2013 compared to $2.6 million in 2012; and (iv) a $4.2 million or 12.3% increase in total non-interest expenses including $0.5 million of acquisition costs associated with the FNBNY acquisition that closed on February 14, 2014. The effective income tax rate was 33.8% for 2013 compared to 32.3% for 2012.

 

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,

 

2013

 

2012

 

2011

 

(Dollars in thousands)

 

Average
Balance

 

Interest

 

Average
Yield/
Cost

 

Average
Balance

 

Interest

 

Average
Yield/
Cost

 

Average
Balance

 

Interest

 

Average
Yield/
Cost

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net (1)

 

$

883,511

 

$

45,257

 

5.12

%

$

671,103

 

$

40,255

 

6.00

%

$

554,469

 

$

35,434

 

6.39

%

Mortgage-backed, CMOs and other asset-back securities

 

395,402

 

6,956

 

1.76

 

342,302

 

7,391

 

2.16

 

277,073

 

9,000

 

3.25

 

Tax exempt securities (2)

 

112,393

 

3,355

 

2.99

 

141,899

 

4,181

 

2.95

 

124,616

 

4,417

 

3.54

 

Taxable securities

 

213,368

 

4,012

 

1.88

 

191,445

 

4,068

 

2.12

 

111,311

 

2,993

 

2.69

 

Deposits with banks

 

9,773

 

28

 

0.29

 

27,840

 

78

 

0.28

 

48,841

 

123

 

0.25

 

Total interest earning assets

 

1,614,447

 

59,608

 

3.69

 

1,374,589

 

55,973

 

4.07

 

1,116,310

 

51,967

 

4.66

 

Non interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

33,417

 

 

 

 

 

22,760

 

 

 

 

 

19,025

 

 

 

 

 

Other assets

 

49,535

 

 

 

 

 

48,836

 

 

 

 

 

44,952

 

 

 

 

 

Total assets

 

$

1,697,399

 

 

 

 

 

$

1,446,185

 

 

 

 

 

$

1,180,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market deposits

 

$

827,464

 

$

3,543

 

0.43

%

$

718,559

 

$

3,738

 

0.52

%

$

613,068

 

$

3,936

 

0.64

%

Certificates of deposit of $100,000 or more

 

99,899

 

1,079

 

1.08

 

131,695

 

1,453

 

1.10

 

115,895

 

1,264

 

1.09

 

Other time deposits

 

38,462

 

340

 

0.88

 

40,949

 

416

 

1.02

 

43,282

 

507

 

1.17

 

Federal funds purchased and repurchase agreements

 

73,871

 

560

 

0.76

 

38,613

 

461

 

1.19

 

17,582

 

543

 

3.09

 

Federal Home Loan Bank term advances

 

26,989

 

385

 

1.43

 

18,068

 

122

 

0.68

 

82

 

 

0.00

 

Junior subordinated debentures

 

16,002

 

1,365

 

8.53

 

16,002

 

1,365

 

8.53

 

16,002

 

1,366

 

8.54

 

Total interest bearing liabilities

 

1,082,687

 

7,272

 

0.67

 

963,886

 

7,555

 

0.78

 

805,911

 

7,616

 

0.95

 

Non-interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

474,367

 

 

 

 

 

365,999

 

 

 

 

 

294,566

 

 

 

 

 

Other liabilities

 

7,993

 

 

 

 

 

7,923

 

 

 

 

 

7,721

 

 

 

 

 

Total liabilities

 

1,565,047

 

 

 

 

 

1,337,808

 

 

 

 

 

1,108,198

 

 

 

 

 

Stockholders’ equity

 

132,352

 

 

 

 

 

108,377

 

 

 

 

 

72,089

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,697,399

 

 

 

 

 

$

1,446,185

 

 

 

 

 

$

1,180,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income/interest rate spread (3)

 

 

 

52,336

 

3.02

%

 

 

48,418

 

3.29

%

 

 

44,351

 

3.71

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest earning assets/net interest margin (4)

 

$

531,760

 

 

 

3.24

%

$

410,703

 

 

 

3.52

%

$

310,399

 

 

 

3.97

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of interest earning assets to interest bearing liabilities

 

 

 

 

 

149.11

%

 

 

 

 

142.61

%

 

 

 

 

138.52

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Tax equivalent adjustment

 

 

 

(1,178

)

 

 

 

 

(1,459

)

 

 

 

 

(1,541

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

51,158

 

 

 

 

 

$

46,959

 

 

 

 

 

$

42,810

 

 

 

 

 

(1)           Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss, and include loans held for sale.

(2)           The above table is presented on a tax equivalent basis.

(3)           Net interest rate spread represents the difference between the yield on average interest earning assets and the cost of average interest bearing liabilities.

(4)           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.

 

Years Ended December 31,

 

2013 Over 2012
Changes Due To

 

2012 Over 2011
Changes Due To

 

(In thousands)

 

Volume

 

Rate

 

Net
Change

 

Volume

 

Rate

 

Net
Change

 

Interest income on interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

11,489

 

$

(6,487

)

$

5,002

 

$

7,089

 

$

(2,268

)

$

4,821

 

Mortgage-backed, CMOs and other asset-backed securities

 

1,050

 

(1,485

)

(435

)

1,828

 

(3,437

)

(1,609

)

Tax exempt securities (2)

 

(882

)

56

 

(826

)

561

 

(797

)

(236

)

Taxable securities

 

434

 

(490

)

(56

)

1,811

 

(736

)

1,075

 

Deposits with banks

 

(53

)

3

 

(50

)

(58

)

13

 

(45

)

Total interest earning assets

 

12,038

 

(8,403

)

3,635

 

11,231

 

(7,225

)

4,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market deposits

 

513

 

(708

)

(195

)

609

 

(807

)

(198

)

Certificates of deposit of $100,000 or more

 

(273

)

(101

)

(374

)

141

 

48

 

189

 

Other time deposits

 

(23

)

(53

)

(76

)

(27

)

(64

)

(91

)

Federal funds purchased and repurchase agreements

 

309

 

(210

)

99

 

387

 

(469

)

(82

)

Federal Home Loan Bank Advances

 

83

 

180

 

263

 

93

 

29

 

122

 

Junior subordinated debentures

 

 

 

 

 

(1

)

(1

)

Total interest bearing liabilities

 

609

 

(892

)

(283

)

1,203

 

(1,264

)

(61

)

Net interest income

 

$

11,429

 

$

(7,511

)

$

3,918

 

$

10,028

 

$

(5,961

)

$

4,067

 

 

(1)          Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss, and include loans held for sale.

(2)          The above table is presented on a tax equivalent basis.

 

The net interest margin declined to 3.24% in 2013 compared to 3.52% for the year ended December 31, 2012 and 3.97% in 2011. The decrease in 2013 and 2012 was primarily the result of the historically low market interest rates which was partly offset by strong core deposit growth and higher loan demand. The total average interest earning assets in 2013 increased $239.9 million or 17.5% over 2012 levels, yielding 3.69% and the overall funding cost was 0.47%, including demand deposits. The yield on interest earning assets decreased approximately 38 basis points while the cost of interest bearing liabilities decreased approximately 11 basis points during 2013 compared to 2012. The increase in average total deposits of $183.0 million partially funded average lowering yielding securities of $45.5 million, and average net loans grew $212.4 million from the comparable 2012 levels.

 

Net interest income was $51.2 million in 2013 compared to $47.0 million in 2012 and $42.8 million in 2011. The increase in net interest income of $4.2 million or 9.0% as compared to 2012, and the increase in net interest income of $4.1 million or 9.7% in 2012 as compared to 2011, 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 $239.9 million or 17.5% to $1.6 billion in 2013 compared to $1.4 billion in 2012. During this period, the yield on average total interest earning assets decreased to 3.69% from 4.07%. Average total interest earning assets grew by $258.3 million or 23.1% to $1.4 billion in 2012 compared to $1.1 billion in 2011. During this period, the yield on average total interest earning assets decreased to 4.07% from 4.66%.

 

For the year ended December 31, 2013, average loans grew by $212.4 million or 31.7% to $883.5 million as compared to $671.1 million in 2012 and increased $116.6 million or 21.0% compared to $554.5 million in 2011. Real estate mortgage loans and

 

 

 

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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.

 

For the year ended December 31, 2013, average total investments increased by $45.5 million or 6.7% to $721.2 million as compared to $675.6 million in 2012 and increased $162.6 million or 31.7% as compared to $513.0 million in 2011.  To position the balance sheet for the future and better manage capital, liquidity and interest rate risk, a portion of the available for sale investment securities portfolio was sold during 2013, 2012 and 2011 resulting in net gains of $0.7 million, $2.6 million and $0.1 million, respectively. In 2013, 2012, and 2011 there were no federal funds sold.

 

Average total interest bearing liabilities were $1.08 billion in 2013 compared to $963.9 million in 2012 and $805.9 million in 2011. The Bank grew deposits in 2013 as a result of opening two new branches in both 2013 and 2012, building new relationships in existing markets and the HSB acquisition, which was completed during 2011. During 2013, the Bank reduced interest rates on deposit products through prudent management of deposit pricing. The reduction in deposit rates resulted in a decrease in the cost of interest bearing liabilities to 0.67% for 2013 compared to 0.78% for 2012 and 0.95% for 2011. 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 initially results in a decrease in net interest income.  Additionally, the large percentages of deposits in money market accounts reprice at short term market rates, making the balance sheet more liability sensitive.

 

For the year ended December 31, 2013, average total deposits increased by $183.0 million or 14.6% to $1.44 billion as compared to average total deposits of $1.26 billion for the year ended December 31, 2012. Components of this increase include an increase in average demand deposits for 2013 of $108.4 million or 29.6% to $474.4 million as compared to $366.0 million in average demand deposits for 2012 which increased by $71.4 million or 24.3% to $294.6 million in average demand deposits for 2011. The average balances in savings, NOW and money market accounts increased $108.9 million or 15.2% to $827.5 million for the year ended December 31, 2013 compared to $718.6 million for the same period last year and increased $105.5 million or 17.2% over the 2011 amount of $613.1 million. Average balances in certificates of deposit of $100,000 or more and other time deposits decreased $34.3 million or 19.9% to $138.4 million for 2013 as compared to 2012 and increased $13.5 million or 8.5% in 2012 as compared to 2011. Average public fund deposits comprised 17.1% of total average deposits during 2013, 17.3% in 2012 and 18.2% in 2011. Average federal funds purchased and repurchase agreements together with average Federal Home Loan Bank term advances increased $44.2 million or 78.0% to $100.9 million for the year ended December 31, 2013 as compared to average balances for 2012 and increased $39.0 million or 220.9% to $56.7 million for the year ended December 31, 2012 as compared to average balances for the same period in 2011.

 

Total interest income increased to $58.4 million in 2013 from $54.5 million in 2012 and $50.4 million in 2011, an increase of 7.2% during 2013 from 2012 and an 8.1% increase during 2012 from 2011. The ratio of interest earning assets to interest bearing liabilities increased to 149.1% in 2013 as compared to 142.6% in 2012 and 138.5% in 2011. Interest income on loans increased $5.0 million in 2013 over 2012 and $4.8 million in 2012 over 2011 primarily due to growth in the loan portfolio. The yield on average loans was 5.1% for 2013, 6.0% for 2012 and 6.4% for 2011.

 

Interest income on investments in asset-backed, tax exempt and taxable securities decreased $1.0 million or 7.3% in 2013 to $13.2 million from $14.2 million in 2012 and decreased $0.7 million or 4.6% in 2012 from $14.9 million in 2011. Interest income on securities included net amortization of premiums on securities of $5.2 million in 2013 compared to net amortization of premiums on securities of $5.6 million in 2012 and net amortization of premiums on securities of $2.4 million in 2011. The tax adjusted average yield on total securities decreased to 2.2% in 2013 from 2.3% in 2012 and 3.2% in 2011.

 

Total interest expense decreased to $7.3 million as compared to 2012 and remained at $7.6 million in 2012 and 2011. The decrease in interest expense from 2012 is a result of prudent management of deposit pricing. The cost of average interest bearing liabilities was 0.67% in 2013, 0.78% in 2012, and 0.95% in 2011.

 

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 of Suffolk County which is located on the eastern portion of 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.

 

Loans of approximately $46.6 million or 4.6% of total loans at December 31, 2013 were categorized as classified loans compared to $53.6 million or 6.7% at December 31, 2012 and $57.7 million or 9.4% at December 31, 2011. Classified loans include loans with credit quality indicators with the internally assigned grades of special mention, substandard and doubtful. These loans are categorized as classified 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 at least quarterly. The declining

 

 

 

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trend in the 2013 and 2012 levels of classified loans reflects the improving economic environment. The higher classified loans as of December 31, 2011 primarily related to a $15.2 million increase in the special mention category as well as acquired classified loans from the HSB acquisition.

 

At December 31, 2013, approximately $28.6 million of these classified loans were commercial real estate (“CRE”) loans which were well secured with real estate as collateral. Of the $28.6 million of CRE loans, $26.7 million were current and $1.9 million were past due. In addition, all but $2.1 million of the CRE loans have personal guarantees.  At December 31, 2013, approximately $5.9 million of classified loans were residential real estate loans with $3.1 million current and $2.7 million past due. Commercial, financial, and agricultural loans represented $11.3 million which were all current. Approximately $0.7 million of classified loans represented real estate construction and land loans, which were all current. All real estate construction and land loans are well secured with collateral. The remaining $0.1 million in classified loans are consumer loans that 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, including multi-family loans, represented $592.4 million or 58.6% of the total loan portfolio at December 31, 2013 compared to $398.9 million or 50.0% at December 31, 2012 and $305.3 million or 49.9% at December 31, 2011. 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 generally less than or equal to 75%.  The Bank considers charge-off history, 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 stabilized in 2010. The estimated decline in residential and commercial real estate values during this period ranged from 15-20% from the 2007 levels, depending on the nature and location of the real estate.  Real estate values began to improve in 2012 and continued into 2013.

 

As of December 31, 2013 and December 31, 2012, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $8.9 million and $8.2 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. 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 loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22.  Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. 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. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required. These methods of fair value measurement for impaired loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5.

 

Nonaccrual loans increased $0.5 million to $3.8 million or 0.38% of total loans at December 31, 2013 from $3.3 million or 0.48% of total loans at December 31, 2012. Approximately $2.0 million of the nonaccrual loans at December 31, 2013 and $1.0 million at December 31, 2012, represent troubled debt restructured loans.

 

Net charge-offs were $0.8 million for the year ended December 31, 2013 compared to $1.4 million for the year ended December 31, 2012 and $1.6 for the year ended December 31, 2011. The ratio of allowance for loan losses to nonaccrual loans was 419%, 439% and 260%, at December 31, 2013, 2012, and 2011, 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, a provision for loan losses of $2.4 million was recorded in 2013 as compared to $5.0 million in 2012 and $3.9 million in 2011. The allowance for loan losses increased to $16.0 million at December 31, 2013 as compared to $14.4 million at December 31, 2012 and $10.8 million at December 31, 2011. As a percentage of total loans, the allowance was 1.58%, 1.81% and 1.77% at December 31, 2013, 2012 and 2011, respectively. In accordance with current accounting guidance, the acquired HSB loans were recorded at fair value, effectively netting estimated future losses against the loan balances. Management continues to carefully monitor the loan portfolio as well as real estate trends in Suffolk County and eastern Long Island.

 

 

 

Page -24-


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The following table sets forth changes in the allowance for loan losses:

 

December 31,

 

2013

 

2012

 

2011

 

2010

 

2009

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses balance at beginning of period

 

$

14,439

 

$

10,837

 

$

8,497

 

$

6,045

 

$

3,953

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate mortgage loans

 

 

 

 

73

 

47

 

Multi-family loans

 

 

 

 

 

 

Residential real estate mortgage loans

 

420

 

1,210

 

259

 

20

 

653

 

Commercial, financial and agricultural loans

 

420

 

285

 

372

 

879

 

1,098

 

Real estate construction and land loans

 

23

 

 

864

 

 

240

 

Installment/consumer loans

 

53

 

15

 

186

 

148

 

55

 

Total

 

916

 

1,510

 

1,681

 

1,120

 

2,093

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate mortgage loans

 

 

 

 

 

 

Multi-family loans

 

 

 

 

 

 

Residential real estate mortgage loans

 

34

 

7

 

6

 

4

 

6

 

Commercial, financial and agricultural loans

 

87

 

83

 

96

 

56

 

28

 

Real estate construction and land loans

 

2

 

 

 

 

 

Installment/consumer loans

 

5

 

22

 

19

 

12

 

1

 

Total

 

128

 

112

 

121

 

72

 

35

 

 

 

 

 

 

 

 

 

 

 

 

 

Net charge-offs

 

(788

)

(1,398

)

(1,560

)

(1,048

)

(2,058

)

Provision for loan losses charged to operations

 

2,350

 

5,000

 

3,900

 

3,500

 

4,150

 

Balance at end of period

 

$

16,001

 

$

14,439

 

$

10,837

 

$

8,497

 

$

6,045

 

Ratio of net charge-offs during period to average loans outstanding

 

(0.09

%)

(0.21

%)

(0.28

%)

(0.22

%)

(0.47

%)

 

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,

 

2013

 

2012

 

2011

 

2010

 

2009

 

(Dollars in thousands)

 

Amount

 

Percentage
of Loans
to Total
Loans

 

Amount

 

Percentage
of Loans
to Total
Loans

 

Amount

 

Percentage
of Loans
to Total
Loans

 

Amount

 

Percentage
of Loans
to Total
Loans

 

Amount

 

Percentage
of Loans
to Total
Loans

 

Commercial real estate mortgage loans

 

$

6,279

 

47.9

%

$

4,445

 

41.7

%

$

3,530

 

46.4

%

$

3,310

 

46.9

%

$

2,529

 

44.6

%

Multi-family loans

 

1,597

 

10.6

 

1,239

 

8.3

 

395

 

3.5

 

133

 

1.8

 

36

 

1.0

 

Residential real estate mortgage loans

 

2,712

 

15.2

 

2,803

 

18.0

 

2,280

 

23.1

 

1,642

 

28.0

 

1,781

 

27.5

 

Commercial, financial and agricultural loans

 

4,006

 

20.7

 

4,349

 

24.7

 

2,895

 

19.0

 

2,804

 

19.4

 

1,083

 

20.9

 

Real estate construction and land loans

 

1,206

 

4.7

 

1,375

 

6.1

 

1,465

 

6.6

 

185

 

2.0

 

346

 

4.3

 

Installment/consumer loans

 

201

 

0.9

 

228

 

1.2

 

272

 

1.4

 

423

 

1.9

 

270

 

1.7

 

Total

 

$

16,001

 

100.0

%

$

14,439

 

100.0

%

$

10,837

 

100.0

%

$

8,497

 

100.0

%

$

6,045

 

100.0

%

 

Non-Interest Income

 

Total non-interest income decreased by $1.8 million or 16.7% in 2013 to $8.9 million and increased by $3.7 million or 53.6% in 2012 to $10.7 million as compared to $7.0 million in 2011. The decrease in total non-interest income in 2013 compared to 2012 was primarily the result of $2.0 million decrease in net securities gains recognized for 2013 and a $0.1 million decrease in service charges on deposit accounts, partially offset by an increase of $0.3 million in fees for other customer services. The increase in total non- interest income in 2012 compared to 2011 was due to an increase in net securities gains of $2.5 million, an increase in revenues from the title insurance abstract subsidiary, Bridge Abstract, of $0.6 million, and increases in fees for other customer services and service charges on deposits accounts of $0.4 million and $0.2 million, respectively.

 

Net securities gains of $0.7 million were recognized in 2013 compared to net securities gains of $2.6 million and $0.1 million recognized in 2012 and 2011, respectively. The sales of securities were due to repositioning of the available for sale investment portfolio. Bridge Abstract, the Bank’s title insurance abstract subsidiary, generated title fee income of $1.7 million in 2013, $1.6 million in 2012, and $1.0 million in 2011, respectively. The increase of $0.1 million or 3.2% in 2013 compared to 2012 was directly related to the number and average value of transactions processed by the subsidiary.

 

 

 

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Service charges on deposit accounts for the year ended December 31, 2013 totaled $3.2 million, a decrease of $0.1 million as compared to 2012. For the year ended December 31, 2012, service charges on deposit accounts totaled $3.3 million, an increase of $0.2 million as compared to 2011. Fees from other customer services increased $0.3 million or 11.4% to $3.3 million in 2013 as compared to $3.0 million in 2012. Fees from other customer services increased $0.4 million or 15.9% to $3.0 million in 2012 as compared to $2.6 million in 2011. These increases were predominately due to higher electronic banking and investment services.

 

Other operating income for the year ended December 31, 2013 totaled $0.1 million in line with 2012 and 2011.

 

Non-Interest Expense

 

Total non-interest expense increased $4.1 million or 12.3% to $37.9 million in 2013 compared to $33.8 million over the same period in 2012 and increased $3.0 million or 9.6% in 2012 from $30.8 million in 2011.  The primary components of these increases were higher salaries and employee benefits, occupancy and equipment, professional services, technology and communications, marketing and advertising, FDIC assessments, and other operating expenses partially offset by lower amortization of core deposit intangibles and cost on extinguishment of debt. Additionally, during 2013 acquisition costs of $0.5 million were incurred related to the FNBNY acquisition.

 

Salaries and benefits increased $0.8 million or 4.0% to $21.5 million in 2013 as compared to $20.7 million in 2011 and increased $2.7 million or 14.8% from $18.0 million as of December 31, 2011. The increases in salary and benefits reflect additional positions to support the Company’s expanding infrastructure, new branches and a larger loan portfolio, and the related employee benefit costs.

 

Occupancy and equipment increased $1.3 million or 32.8% to $5.4 million in 2013 compared to $4.0 million in 2012 and increased $0.1 million or 3.2% from $3.9 million in 2011. Professional services increased $0.3 million or 28.0% to $1.3 million in 2013 from $1.0 million in 2012 and decreased $0.2 million or 14.5% in 2012 from $1.2 million in 2011. Technology and communications increased $0.5 million or 22.6% to $2.6 million compared to $2.1 million in 2012 and increased $0.3 million or 15.3% in 2012 from $1.8 million in 2011. Marketing and advertising increased $0.3 million or 17.2% to $1.9 million in 2013 from $1.6 million in 2012 and increased $0.3 million or 23.3% from $1.3 million in 2011. Higher occupancy and equipment expense, technology and communications, and marketing and advertising expense in 2013 and 2012 relate to the Company’s increased branch network and expanding infrastructure. FDIC assessments increased $0.1 million to $0.9 million compared to $0.8 million in 2012 and 2011. For 2013 and 2011 the Company incurred acquisition costs of $0.5 million and $0.8 million related to the FNBNY and HSB acquisitions, respectively. The Company recorded amortization of core deposit intangibles of $0.06 million in connection with the HSB acquisition in 2013. Amortization of core deposit intangibles was $0.07 million and $0.04 in 2012 and 2011, respectively.

 

Cost of extinguishment of debt for 2012 was $0.2 million related to the prepayment of a $5 million repurchase agreement. Other operating expenses increased $0.5 million or 13.8% to $3.8 million in 2013 compared to $3.3 million in 2012 and $2.9 million in 2011.

 

Income Tax Expense

 

Income tax expense for December 31, 2013 was $6.7 million representing an increase of $0.6 million from 2012. Income tax expense for 2012 was $6.1 million representing an increase of $1.4 million from 2011. The increase in 2013 was due to an increase in income before income taxes of $0.9 million to $19.8 million from $18.9 million in 2012. The effective tax rate was 33.8% for the year ended December 31, 2013 compared to 32.3% for the year ended December 31, 2012. The increase was related to a lower percentage of interest income from tax exempt securities. The effective tax rate for the year ended December 31, 2011 was 31.0%.

 

FINANCIAL CONDITION

 

The assets of the Company totaled $1.90 billion at December 31, 2013, an increase of $272.0 million or 16.7% from the previous year-end with growth funded by deposits, borrowings and capital. This increase reflects strong organic growth in new and existing markets.

 

Cash and due from banks decreased $6.9 million or 14.6% to $40.0 million compared to December 2012 levels and interest earning deposits with banks increased $1.2 million or 26.9% as funds were invested in loan and securities. Total securities increased $36.7 million or 5.0% to $776.5 million and net loans increased $213.2 million or 27.2% to $997.3 million compared to December 2012 levels. There were no loans held for sale in 2013 and 2012. The ability to grow the investment and loan portfolios, while minimizing interest rate risk sensitivity and maintaining credit quality, remains a strong focus of management. Goodwill of $2.0 million and core deposit intangible of $0.3 million were recorded in 2011 in connection with the HSB acquisition. Core deposit intangible remained at $0.2 million in 2013 and 2012. Total deposits grew $129.8 million to $1.54 billion at December 31, 2013 compared to $1.41 billion at December 2012. The deposit growth occurred in all markets and included both new commercial and consumer relationships. Demand deposits increased $53.7 million to $582.9 million as of December 31, 2013 compared to $529.2 million at December 31, 2012. Savings, NOW and money market deposits increased $132.4 million to $855.2 million at December, 2013 from $722.9 million at December 31, 2012. Certificates of deposit of $100,000 or more decreased $54.3 million to $64.4 million at December 31, 2013 from

 

 

 

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$118.7 million at December 31, 2012. Other time deposits decreased $2.0 million to $36.5 million as of December 31, 2013 from $38.5 at December 31, 2012.

 

Fed funds purchased and Federal Home Loan Bank overnight borrowings at December 31, 2013 increased $77.5 million or 174.2% to $122.0 million compared to $44.5 million in 2012. Federal Home Loan Bank term advances increased $25.0 million or 166.7% to $40.0 million for December 31, 2013 compared to $15.0 million in 2012. Repurchase agreements decreased $1.0 million to $11.4 million or 8.2% compared to $12.4 million as of December 31, 2012. Other liabilities and accrued expenses decreased $0.1 million to $8.6 million as of December 31, 2013 from $8.7 million as of December 31, 2012.

 

Stockholders’ equity was $159.5 million at December 31, 2013, an increase of $40.8 million or 34.4% from December 31, 2012, reflecting primarily, the capital raised through stock offerings of $37.5 million, the proceeds from the issuance of shares of common stock under the Dividend Reinvestment Plan of $8.6 million and net income of $13.1 million, partially offset by $6.8 million in declared cash dividends and a decrease in the unrealized gains in securities of $14.7 million. In December 2012, due to the likelihood of a change in the tax rates on dividends beginning in 2013, the Company decided to accelerate the timing of the payment of the Company’s fourth quarter dividend to shareholders of $0.23 per share into calendar year 2012 resulting in five dividend payments in 2012. This continues the Company’s long term trend of uninterrupted dividends.

 

Loans

 

During 2013, 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 in Suffolk County, which is located on eastern Long Island. 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 73.0% of the Bank’s loan portfolio at December 31, 2013 is secured by real estate. Approximately 47.9% of the Bank’s loan portfolio is comprised of commercial real estate loans.  Multifamily loans represent 10.6% of the Bank’s loan portfolio. Residential real estate mortgage loans represent 15.1% of the Bank’s loan portfolio and include home equity lines of credit of approximately 6.2% and residential mortgages of approximately 9.0% of the Bank’s loan portfolio. Real estate construction and land loans comprise approximately 4.6% 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 $5.4 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. The largest loan concentrations by industry are loans granted to lessors of commercial property both owner occupied and non-owner 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 21.6% 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

 

 

 

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take possession of the collateral. Consumer loans also have risks associated with concentrations of specific types of consumer loans within the portfolio.

 

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 Credit Risk Management Committee. A loan is charged off when a loss is reasonably assured. 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 $213.7 million or 26.8%, during 2013 and $186.0 million or 30.4% during 2012. Average net loans grew $212.4 million or 31.7% during 2013 over 2012 and $116.6 million or 21.0% during 2012 when compared to 2011. Real estate mortgage loans were the largest contributor of the growth for both 2013 and 2012 and increased $203.2 million or 37.5% and $96.2 million or 21.6%, respectively. Commercial real estate mortgage loans grew $152.1 million or 45.7% during 2013 and multi-family mortgage loans grew $41.4 million or 62.7% during 2013. Commercial, financial and agricultural loans increased $12.0 million or 6.1% in 2013 from 2012 and increased $81.1 million or 69.7% in 2012 from 2011. Real estate construction and land loans decreased $1.7 million or 3.4% in 2013 and increased $8.1 million or 20.0% in 2012. Installment/consumer loans increased $0.1 million or 1.3% in 2013 and increased $0.6 million or 7.0% during 2012. Fixed rate loans represented 33.9%, 31.7% and 27.0% of total loans at December 31, 2013, 2012, and 2011, respectively.

 

The following table sets forth the major classifications of loans:

 

December 31,

 

2013

 

2012

 

2011

 

2010

 

2009

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate mortgage loans

 

$

484,900

 

$

332,782

 

$

283,917

 

$

236,048

 

$

199,712

 

Multi-family loans

 

107,488

 

66,080

 

21,402

 

9,217

 

4,447

 

Residential real estate mortgage loans

 

153,417

 

143,703

 

141,027

 

140,986

 

123,013

 

Commercial, financial and agricultural loans

 

209,452

 

197,448

 

116,319

 

97,663

 

93,682

 

Real estate construction and land loans

 

46,981

 

48,632

 

40,543

 

9,928

 

19,347

 

Installment/consumer loans

 

9,287

 

9,167

 

8,565

 

9,659

 

7,352

 

Total loans

 

1,011,525

 

797,812

 

611,773

 

503,501

 

447,553

 

Net deferred loan costs and fees

 

1,738

 

634

 

370

 

559

 

485

 

 

 

1,013,263

 

798,446

 

612,143

 

504,060

 

448,038

 

Allowance for loan losses

 

(16,001

)

(14,439

)

(10,837

)

(8,497

)

(6,045

)

Net loans

 

$

997,262

 

$

784,007

 

$

601,306

 

$

495,563

 

$

441,993

 

 

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, 2013:

 

 

 

Within One
Year

 

After One
But Within
Five Years

 

After
Five Years

 

Total

 

(In thousands)

 

 

 

 

 

 

 

 

 

Commercial loans

 

$

47,523

 

$

71,957

 

$

89,972

 

$

209,452

 

Construction and land loans (1)

 

26,873

 

1,875

 

18,233

 

46,981

 

Total

 

$

74,396

 

$

73,832

 

$

108,205

 

$

256,433

 

 

 

 

 

 

 

 

 

 

 

Rate provisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts with fixed interest rates

 

$

7,409

 

$

59,493

 

$

36,050

 

$

102,952

 

Amounts with variable interest rates

 

66,987

 

14,339

 

72,155

 

153,481

 

Total

 

$

74,396

 

$

73,832

 

$

108,205

 

$

256,433

 

 

(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.

 

 

 

Page -28-


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Past Due, Nonaccrual and Restructured Loans and Other Real Estate Owned

 

The following table sets forth selected information about past due, nonaccrual, restructured loans and other real estate owned:

 

December 31,

 

2013

 

2012

 

2011

 

2010

 

2009

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Loans 90 days or more past due and still accruing

 

$

1

 

$

491

 

$

411

 

$

 

$

 

Nonaccrual loans

 

1,856

 

2,262

 

2,156

 

1,997

 

1,001

 

Restructured loans - Nonaccrual

 

1,965

 

1,027

 

2,004

 

4,728

 

4,890

 

Restructured loans - Performing

 

5,184

 

5,039

 

4,904

 

3,219

 

3,229

 

Other real estate owned, net

 

2,242

 

250

 

 

 

 

Total

 

$

11,248

 

$

9,069

 

$

9,475

 

$

9,944

 

$

9,120

 

 

Years Ended December 31,

 

2013

 

2012

 

2011

 

2010

 

2009

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Gross interest income that has not been paid or recorded during the year under original terms:

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

$

66

 

$

155

 

$

122

 

$

123

 

$

52

 

Restructured loans

 

60

 

84

 

436

 

255

 

189

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross interest income recorded during the year:

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

$

94

 

$

33

 

$

41

 

$

17

 

$

37

 

Restructured loans

 

282

 

226

 

241

 

105

 

288

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments for additional funds

 

 

 

 

 

 

 

The following table sets forth impaired loans by loan type:

 

December 31,

 

2013

 

2012

 

2011

 

2010

 

2009

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate mortgage loans

 

$

352

 

$

492

 

$

449

 

$

228

 

$

324

 

Multi-family loans

 

 

 

 

 

 

Residential real estate mortgage loans

 

1,436

 

1,496

 

1,156

 

1,397

 

511

 

Commercial, financial and agricultural loans

 

 

193

 

260

 

 

61

 

Real estate construction and land loans

 

 

 

250

 

250

 

 

Installment/consumer loans

 

 

 

 

82

 

105

 

Total

 

1,788

 

2,181

 

2,115

 

1,957

 

1,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructured loans - Nonaccrual:

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate mortgage loans

 

617

 

 

 

 

 

Multi-family loans

 

 

 

 

 

 

Residential real estate mortgage loans

 

618

 

717

 

1,786

 

2,037

 

2,120

 

Commercial, financial and agricultural loans

 

720

 

310

 

218

 

 

 

Real estate construction and land loans

 

 

 

 

2,686

 

2,770

 

Installment/consumer loans

 

 

 

 

 

 

Total

 

1,955

 

1,027

 

2,004

 

4,723