10-Q 1 t1601876_10q.htm FORM 10-Q
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

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

 

For the quarterly period ended June 30, 2016

 

Commission file number 001-34096

 

 

 

BRIDGE BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

NEW YORK   11-2934195
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification Number)
     
2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK   11932
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (631) 537-1000

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

 

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

 

Large accelerated filer ¨ Accelerated filer x
   
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

 

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

 

There were 17,470,686 shares of common stock outstanding as of August 5, 2016.

 

 
   

 

 

BRIDGE BANCORP, INC.

 

PART I - FINANCIAL INFORMATION  
     
Item 1. Financial Statements 3
     
  Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015 3
     
  Consolidated Statements of Income for the Three and Six Months Ended June 30, 2016 and 2015 4
     
  Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015 5
     
  Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2016 and 2015 6
     
  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 7
     
  Condensed Notes to the Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 51
     
Item 4. Controls and Procedures 53
     
PART II - OTHER INFORMATION  
     
Item 1. Legal Proceedings 53
     
Item 1A. Risk Factors 53
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 53
     
Item 3. Defaults Upon Senior Securities 53
     
Item 4. Mine Safety Disclosures 53
     
Item 5. Other Information 53
     
Item 6. Exhibits 54
     
Signatures   55

 

  2 

 

Item 1. Financial Statements

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

(In thousands, except share and per share amounts)

 

   June 30,   December 31, 
   2016   2015 
ASSETS          
Cash and due from banks  $50,581   $79,750 
Interest earning deposits with banks   29,015    24,808 
Total cash and cash equivalents   79,596    104,558 
           
Securities available for sale, at fair value   627,083    800,203 
Securities held to maturity (fair value of $229,174 and $210,003, respectively)   222,058    208,351 
Total securities   849,141    1,008,554 
           
Securities, restricted   20,894    24,788 
           
Loans held for investments   2,524,926    2,410,774 
Allowance for loan losses   (22,708)   (20,744)
Loans, net   2,502,218    2,390,030 
           
Premises and equipment, net   34,712    39,595 
Accrued interest receivable   8,916    9,270 
Goodwill   105,950    98,445 
Other intangible assets   7,088    8,376 
Prepaid pension   8,252    6,047 
Bank owned life insurance   84,117    53,314 
Other real estate owned   -    250 
Other assets   42,401    38,732 
Total Assets  $3,743,285   $3,781,959 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Demand deposits  $1,111,993   $1,156,882 
Savings, NOW and money market deposits   1,551,191    1,393,888 
Certificates of deposit of $100,000 or more   101,542    167,750 
Other time deposits   88,937    125,105 
Total deposits   2,853,663    2,843,625 
           
Federal Funds Purchased   150,000    120,000 
Federal Home Loan Bank advances   198,842    297,507 
Repurchase agreements   50,895    50,891 
Subordinated debentures   78,432    78,363 
Junior subordinated debentures   15,525    15,878 
Other liabilities and accrued expenses   37,847    34,567 
Total Liabilities   3,385,204    3,440,831 
           
Commitments and Contingencies   -    - 
           
Stockholders' equity:          
Preferred stock, par value $.01 per share (2,000,000 shares authorized; none issued)   -    - 
Common stock, par value $.01 per share:          
Authorized: 40,000,000 shares; 17,467,534 and 17,388,918 shares issued, respectively; 17,459,242 and 17,388,918 shares outstanding, respectively   175    174 
Surplus   280,130    278,333 
Retained earnings   81,670    72,243 
Treasury Stock at cost, 8,292 and 0 shares, respectively   (236)   - 
    361,739    350,750 
Accumulated other comprehensive loss, net of income tax   (3,658)   (9,622)
Total Stockholders' Equity   358,081    341,128 
Total Liabilities and Stockholders' Equity  $3,743,285   $3,781,959 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements

  3 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2016   2015   2016   2015 
Interest income:                    
Loans (including fee income)  $29,228   $18,471   $57,177   $34,961 
Mortgage-backed securities, CMOs and other asset-backed securities   3,648    2,468    7,497    5,035 
U.S. GSE securities   296    381    652    786 
State and municipal obligations   943    747    1,837    1,493 
Corporate Bonds   279    184    556    369 
Deposits with banks   35    11    72    18 
Other interest and dividend income   304    118    549    225 
Total interest income   34,733    22,380    68,340    42,887 
                     
Interest expense:                    
Savings, NOW and money market deposits   1,289    832    2,567    1,605 
Certificates of deposit of $100,000 or more   116    217    331    407 
Other time deposits   123    131    317    243 
Federal funds purchased and repurchase agreements   293    92    478    238 
Federal Home Loan Bank advances   844    339    1,671    589 
Subordinated debentures   1,135    -    2,270    - 
Junior subordinated debentures   343    342    684    683 
Total interest expense   4,143    1,953    8,318    3,765 
                     
Net interest income   30,590    20,427    60,022    39,122 
Provision for loan losses   900    700    2,150    1,500 
Net interest income after provision for loan losses   29,690    19,727    57,872    37,622 
                     
Non interest income:                    
Service charges on deposit accounts   1,060    863    2,133    1,716 
Fees for other customer services   1,031    788    1,950    1,386 
Net securities gains (losses)   383    -    449    (10)
Title fee income   437    492    914    955 
Other operating income   1,358    384    2,818    1,284 
Total non interest income   4,269    2,527    8,264    5,331 
                     
Non interest expense:                    
Salaries and employee benefits   10,616    7,557    21,153    15,080 
Occupancy and equipment   3,259    2,257    6,183    4,460 
Technology and communications   1,318    823    2,403    1,613 
Marketing and advertising   1,209    850    1,966    1,423 
Professional services   1,039    565    2,047    1,086 
FDIC assessments   537    308    1,045    619 
Acquisition costs   -    8,204    (270)   8,379 
Amortization of other intangible assets   672    45    1,348    93 
Other operating expenses   1,791    1,425    3,473    2,591 
Total non interest expense   20,441    22,034    39,348    35,344 
                     
Income before income taxes   13,518    220    26,788    7,609 
Income tax expense   4,664    (243)   9,308    2,383 
Net income  $8,854   $463   $17,480   $5,226 
Basic earnings per share  $0.51   $0.04   $1.00   $0.43 
Diluted earnings per share  $0.50   $0.04   $0.99   $0.43 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

 

  4 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (unaudited)

(In thousands)

 

   For the   For the 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2016   2015   2016   2015 
Net Income  $8,854   $463   $17,480   $5,226 
Other comprehensive income (loss):                    
Change in unrealized net gains (losses) on securities available for sale, net of reclassifications and deferred income taxes   1,392    (2,167)   7,149    801 
Adjustment to pension liability, net of reclassifications and deferred income taxes   58    108    119    162 
Unrealized (losses) gains on cash flow hedge, net of reclassifications and deferred income taxes   (251)   196    (1,304)   (224)
Total other comprehensive income (loss)   1,199    (1,863)   5,964    739 
Comprehensive income (loss)  $10,053   $(1,400)  $23,444   $5,965 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

 

  5 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (unaudited)

(In thousands, except share and per share amounts)

 

   Common
Stock
   Surplus   Retained
Earnings
   Treasury
Stock
   Accumulated
Other
Comprehensive
Loss
   Total 
Balance at January 1, 2016  $174   $278,333   $72,243   $-   $(9,622)  $341,128 
Net income             17,480              17,480 
Shares issued under the dividend reinvestment plan        447                   447 
Stock awards granted and distributed   1    (133)        132         - 
Stock awards forfeited        81         (81)        - 
Repurchase of surrendered stock from vesting of restricted stock awards                  (308)        (308)
Exercise of stock options        (21)        21         - 
Impact of modification of convertible trust preferred securities        356                   356 
Share based compensation expense        1,067                   1,067 
Cash dividend declared, $0.46 per share             (8,053)             (8,053)
Other comprehensive income, net of deferred income taxes                       5,964    5,964 
Balance at June 30, 2016  $175   $280,130   $81,670   $(236)  $(3,658)  $358,081 

 

   Common
Stock
   Surplus   Retained
Earnings
   Treasury
Stock
   Accumulated
Other
Comprehensive
Loss
   Total 
Balance at January 1, 2015  $117   $118,846   $64,547   $(25)  $(8,367)  $175,118 
Net income             5,226              5,226 
Shares issued under the dividend reinvestment plan        349                   349 
Shares issued in the acquisition of Community National Bank, net of offering costs (5,647,268 shares)   56    157,143                   157,199 
Stock awards granted and distributed   1    (212)        211         - 
Stock awards forfeited        50         (50)        - 
Repurchase of surrendered stock from vesting of restricted stock awards                  (212)        (212)
Exercise of stock options        4         76         80 
Income tax effect of stock plans        48                   48 
Share based compensation expense        752                   752 
Cash dividend declared, $0.46 per share             (5,392)             (5,392)
Other comprehensive income, net of deferred income taxes                       739    739 
Balance at June 30, 2015  $174   $276,980   $64,381   $-   $(7,628)  $333,907 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

 

  6 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

 

   Six Months Ended 
   June 30, 
   2016   2015 
Cash flows from operating activities:          
Net Income  $17,480   $5,226 
Adjustments to reconcile net income to net cash provided by operating activities:          
Provision for loan losses   2,150    1,500 
Depreciation and (accretion)   (3,438)   (1,647)
Net amortization on securities   3,185    2,320 
Increase in cash surrender value of bank owned life insurance   (803)   (478)
Amortization of intangible assets   1,348    93 
Share based compensation expense   1,067    752 
Net securities (gains) losses   (449)   10 
Decrease (increase) in accrued interest receivable   354    (2,157)
Small Business Administration ("SBA") loans originated for sale   (4,839)   - 
Proceeds from sale of the guaranteed portion of SBA loans   5,400    - 
Gain on sale of the guaranteed portion of SBA loans   (457)   - 
Decrease (increase) in other assets   598    (7,123)
(Decrease) increase in accrued expenses and other liabilities   (4,688)   2,830 
Net cash provided by operating activities   16,908    1,326 
           
Cash flows from investing activities:          
Purchases of securities available for sale   (182,100)   (90,479)
Purchases of securities, restricted   (256,768)   (190,472)
Purchases of securities held to maturity   (32,651)   (10,175)
Proceeds from sales of securities available for sale   264,358    73,788 
Redemption of securities, restricted   260,662    190,102 
Maturities, calls and principal payments of securities available for sale   100,636    61,736 
Maturities, calls and principal payments of securities held to maturity   18,450    10,392 
Net increase in loans   (117,318)   (190,049)
Proceeds from loan sale   -    1,861 
Proceeds from sales of other real estate owned, net   278    - 
Purchase of bank owned life insurance   (30,000)   - 
Purchase of premises and equipment   (1,786)   (2,668)
Net cash acquired in business combination   -    24,628 
Net cash provided by (used in) investing activities   23,761    (121,336)
           
Cash flows from financing activities:          
Net increase in deposits   10,694    163,095 
Net increase (decrease) in federal funds purchased   30,000    (5,000)
Net (decrease) increase in Federal Home Loan Bank advances   (98,415)   1,500 
Net increase (decrease) in repurchase agreements   4    (9,690)
Net proceeds from issuance of common stock   447    349 
Net proceeds from exercise of stock options   -    80 
Repurchase of surrendered stock from vesting of restricted stock awards   (308)   (212)
Excess tax benefit from share based compensation   -    48 
Cash dividends paid   (8,053)   (5,392)
Other, net   -    (303)
Net cash (used in) provided by financing activities   (65,631)   144,475 
           
Net (decrease) increase in cash and cash equivalents   (24,962)   24,465 
Cash and cash equivalents at beginning of period   104,558    51,730 
Cash and cash equivalents at end of period  $79,596   $76,195 
           
Supplemental Information-Cash Flows:          
Cash paid for:          
Interest  $8,506   $3,707 
Income tax  $11,107   $4,335 
           
Acquisition of noncash assets and liabilities:          
Fair value of assets acquired  $-   $875,482 
Fair value of liabilities assumed  $-   $828,081 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

 

  7 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. BASIS OF PRESENTATION

 

Bridge Bancorp, Inc. (the “Company”) is a bank holding company incorporated under the laws of the State of New York. The Company’s business currently consists of the operations of its wholly-owned subsidiary, The Bridgehampton National Bank (the “Bank”). The Bank’s operations include its real estate investment trust subsidiary, Bridgehampton Community, Inc. (“BCI”), a financial title insurance subsidiary, Bridge Abstract LLC (“Bridge Abstract”), and Bridge Financial Services, Inc. (“Bridge Financial Services”), an investment services subsidiary. In addition to the Bank, the Company has another subsidiary, Bridge Statutory Capital Trust II, which was formed in 2009. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements.

 

The accompanying Unaudited Consolidated Financial Statements, which include the accounts of the Company and its wholly-owned subsidiary, the Bank, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Unaudited Consolidated Financial Statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. In preparing the interim financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported periods. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual future results could differ significantly from those estimates. The annualized results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results of operations that may be expected for the entire fiscal year. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders’ equity. The Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

2. EARNINGS PER SHARE

 

Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No. 260-10-45 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”).  The restricted stock awards and certain restricted stock units granted by the Company contain non-forfeitable rights to dividends and therefore are considered participating securities.  The two-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities.

 

  8 

 

The computation of EPS for the three and six months ended June 30, 2016 and 2015 is as follows:

 

   Three months ended,   Six months ended 
   June 30,   June 30, 
(In thousands, except per share data)  2016   2015   2016   2015 
Net Income  $8,854   $463   $17,480   $5,226 
Dividends paid on and earnings allocated to participating securities   (181)   (16)   (351)   (131)
Income attributable to common stock  $8,673   $447   $17,129   $5,095 
                     
Weighted average common shares outstanding, including participating securities   17,507    12,488    17,493    12,106 
Weighted average participating securities   (358)   (305)   (356)   (303)
Weighted average common shares outstanding   17,149    12,183    17,137    11,803 
Basic earnings per common share  $0.51   $0.04   $1.00   $0.43 
                     
Income attributable to common stock  $8,673   $447   $17,129   $5,095 
Impact of assumed conversions - interest on 8.5% trust preferred securities   223    -    444    - 
Income attributable to common stock including assumed conversions  $8,896   $447   $17,573   $5,095 
                     
                     
Weighted average common shares outstanding   17,149    12,183    17,137    11,803 
Incremental shares from assumed conversions of options and restricted stock units   14    3    9    3 
Incremental shares from assumed conversions of 8.5% trust preferred securities   530    -    523    - 
Weighted average common and equivalent shares outstanding   17,693    12,186    17,669    11,806 
Diluted earnings per common share  $0.50   $0.04   $0.99   $0.43 

 

There were no stock options that were antidilutive at June 30, 2016. There were 34,739 options outstanding at June 30, 2015 that were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common stock and were, therefore, antidilutive. The $16.0 million in convertible trust preferred securities outstanding at June 30, 2016 and 2015, were dilutive for the three and six months ended June 30, 2016 and therefore were included in the computation of diluted earnings per share for those periods but were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2015 because the assumed conversion of the trust preferred securities was antidilutive during those periods.

 

3. STOCK BASED COMPENSATION PLANS

 

The Compensation Committee of the Board of Directors determines stock options and restricted stock awarded under the Bridge Bancorp, Inc. Equity Incentive Plan (“Plan”) and the Company accounts for this Plan under the FASB ASC No. 718. On May 4, 2012, the stockholders of the Company approved the Company’s 2012 Stock-Based Incentive Plan which supersedes the Bridge Bancorp, Inc. Equity Incentive Plan that was approved in 2006. The Plan provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company.

 

No new grants of stock options were awarded and no compensation expense was attributable to stock options for the six months ended June 30, 2016 and 2015 because all stock options were vested.

 

The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of our common stock as of the exercise or reporting date. The intrinsic value of options exercised during the six months ended June 30, 2016 and 2015 was $38,000 and $3,000, respectively. The intrinsic value of options outstanding and exercisable at June 30, 2016 and 2015 was $48,000 and $50,000, respectively.

 

  9 

 

A summary of the status of the Company’s stock options as of and for the six months ended June 30, 2016 is as follows:

 

           Weighted     
       Weighted   Average     
   Number   Average   Remaining   Aggregate 
   of   Exercise   Contractual   Intrinsic 
(Dollars in thousands, except per share amounts)  Options   Price   Life   Value 
Outstanding, January 1,  2016   23,725   $25.25           
Exercised   (8,333)  $25.25           
Outstanding, June 30,  2016   15,392   $25.25    0.41 years   $48 
Vested and Exercisable, June 30, 2016   15,392   $25.25    0.41 years   $48 
                     
   Number of   Exercise         
   Options   Price         
Range of Exercise Prices   15,392   $25.25           

 

During the six months ended June 30, 2016, restricted stock awards of 66,809 shares were granted. Of the 66,809 shares granted, 36,000 shares vest over seven years with a third vesting after years five, six and seven, 27,209 shares vest over five years with a third vesting after years three, four and five, and 3,600 shares vest ratably over three years. During the six months ended June 30, 2015, restricted stock awards of 64,987 shares were granted. Of the 64,987 shares granted, 30,625 shares vest over seven years with a third vesting after years five, six and seven, 24,812 shares vest over five years with a third vesting after years three, four and five and the remaining 9,550 shares vest ratably over five years. Compensation expense attributable to restricted stock awards was $387,000 and $738,000 for the three and six months ended June 30, 2016, respectively, and $302,000 and $604,000 for the three and six months ended June 30, 2015, respectively.

 

A summary of the status of the Company’s unvested restricted stock as of and for the six months ended June 30, 2016 is as follows:

 

       Weighted 
       Average Grant-Date 
   Shares   Fair Value 
Unvested, January 1, 2016   281,076   $23.46 
Granted   66,809   $27.91 
Vested   (38,152)  $22.01 
Forfeited   (3,266)  $24.91 
Unvested, June 30, 2016   306,467   $24.60 

 

Effective in 2015, the Board revised the design of the Long Term Incentive Plan (“LTI Plan”) for Named Executive Officers (“NEOs”) to include performance based awards. The LTI Plan includes 60% performance vested awards based on 3-year relative Total Shareholder Return (“TSR”) to the proxy peer group and 40% time vested awards. The awards are in the form of restricted stock units and cliff vest after five years and require an additional two year holding period before the restricted stock units are delivered in shares of common stock. The Company recorded expense of approximately $51,000 and $91,000 in connection with these awards for the three and six months ended June 30, 2016, respectively, and approximately $22,000 and $36,000 for the three and six months ended June 30, 2015, respectively.

 

In April 2009, the Company adopted a Directors Deferred Compensation Plan (“Directors Plan”). Under the Directors Plan, independent directors may elect to defer all or a portion of their annual retainer fee in the form of restricted stock units. In addition, Directors receive a non-election retainer in the form of restricted stock units. These restricted stock units vest ratably over one year and have dividend rights but no voting rights. In connection with the Directors Plan, the Company recorded expenses of approximately $123,000 and $238,000 for the three and six months ended June 30, 2016, respectively, and $78,000 and $112,000 for the three and six months ended June 30, 2015, respectively.

 

  10 

 

4. SECURITIES

 

The following table summarizes the amortized cost and fair value of the available for sale and held to maturity investment securities portfolio at June 30, 2016 and December 31, 2015 and the corresponding amounts of unrealized gains and losses therein:

 

   June 30, 2016 
       Gross   Gross   Estimated 
   Amortized   Unrealized   Unrealized   Fair 
(In thousands)  Cost   Gains   Losses   Value 
Available for sale:                    
U.S. GSE securities  $58,242   $84   $(1)  $58,325 
State and municipal obligations   108,184    2,400    (28)   110,556 
U.S. GSE residential mortgage-backed securities   100,685    1,393    (4)   102,074 
U.S. GSE residential collateralized mortgage obligations   236,771    1,962    (135)   238,598 
U.S. GSE commercial mortgage-backed securities   6,488    213    -    6,701 
U.S. GSE commercial collateralized mortgage obligations   56,412    546    (47)   56,911 
Other asset backed securities   24,250    -    (1,940)   22,310 
Corporate bonds   32,000    285    (677)   31,608 
Total available for sale   623,032    6,883    (2,832)   627,083 
                     
Held to maturity:                    
U.S. GSE securities   -    -    -    - 
State and municipal obligations   61,159    3,294    -    64,453 
U.S. GSE residential mortgage-backed securities   11,837    107    -    11,944 
U.S. GSE residential collateralized mortgage obligations   66,219    1,937    (33)   68,123 
U.S. GSE commercial mortgage-backed securities   29,119    912    (53)   29,978 
U.S. GSE commercial collateralized mortgage obligations   42,724    974    (51)   43,647 
Corporate bonds   11,000    29    -    11,029 
Total held to maturity   222,058    7,253    (137)   229,174 
Total securities  $845,090   $14,136   $(2,969)  $856,257 

 

   December 31, 2015 
       Gross   Gross   Estimated 
   Amortized   Unrealized   Unrealized   Fair 
(In thousands)  Cost   Gains   Losses   Value 
Available for sale:                    
U.S. GSE securities  $63,238   $-   $(564)  $62,674 
State and municipal obligations   87,830    427    (322)   87,935 
U.S. GSE residential mortgage-backed securities   201,297    237    (1,270)   200,264 
U.S. GSE residential collateralized mortgage obligations   321,253    513    (3,888)   317,878 
U.S. GSE commercial mortgage-backed securities   12,491    7    (80)   12,418 
U.S. GSE commercial collateralized mortgage obligations   64,809    9    (620)   64,198 
Other asset backed securities   24,250    -    (1,879)   22,371 
Corporate bonds   33,000    -    (535)   32,465 
Total available for sale   808,168    1,193    (9,158)   800,203 
                     
Held to maturity:                    
U.S. GSE securities  $7,466   $1   $-   $7,467 
State and municipal obligations   64,878    1,715    (113)   66,480 
U.S. GSE residential mortgage-backed securities   7,609    -    (106)   7,503 
U.S. GSE residential collateralized mortgage obligations   60,933    617    (498)   61,052 
U.S. GSE commercial mortgage-backed securities   23,056    210    (313)   22,953 
U.S. GSE commercial collateralized mortgage obligations   33,409    282    (185)   33,506 
Corporate bonds   11,000    42    -    11,042 
Total held to maturity   208,351    2,867    (1,215)   210,003 
Total securities  $1,016,519   $4,060   $(10,373)  $1,010,206 

 

  11 

 

The following table summarizes the amortized cost, fair value and maturities of the available for sale and held to maturity investment securities portfolio at June 30, 2016. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   June 30, 2016 
   Amortized   Fair 
(In thousands)  Cost   Value 
Maturity          
Available for sale:          
Within one year  $14,277   $14,315 
One to five years   74,503    75,060 
Five to ten years   116,129    117,641 
Beyond ten years   418,123    420,067 
Total  $623,032   $627,083 
           
Held to maturity:          
Within one year  $3,644   $3,665 
One to five years   31,697    32,326 
Five to ten years   67,599    71,025 
Beyond ten years   119,118    122,158 
Total  $222,058   $229,174 

 

Securities with unrealized losses at June 30, 2016 and December 31, 2015, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

 

   June 30, 2016 
   Less than 12 months   Greater than 12 months 
       Unrealized       Unrealized 
(In thousands)  Fair Value   Losses   Fair Value   Losses 
Available for sale:                    
U.S. GSE securities  $7,999   $(1)  $-   $- 
State and municipal obligations   9,853    (27)   243    (1)
U.S. GSE residential mortgage-backed securities   -    -    1,782    (4)
U.S. GSE residential collateralized mortgage obligations   10,183    (48)   17,812    (87)
U.S. GSE commercial mortgage-backed securities   -    -    -    - 
U.S. GSE commercial collateralized mortgage obligations   8,644    (22)   5,706    (25)
Other asset backed securities   -    -    22,310    (1,940)
Corporate bonds   17,406    (594)   4,918    (83)
Total available for sale  $54,085   $(692)  $52,771   $(2,140)
                     
Held to maturity:                    
U.S. GSE securities   -    -    -    - 
State and municipal obligations   -    -    -    - 
U.S. GSE residential mortgage-backed securities   -    -    -    - 
U.S. GSE residential collateralized mortgage obligations   218    -    4,457    (33)
U.S. GSE commercial mortgage-backed securities   6,201    (53)   -    - 
U.S. GSE commercial collateralized mortgage obligations   4,899    (30)   3,969    (21)
Corporate bonds   -    -    -    - 
Total held to maturity  $11,318   $(83)  $8,426   $(54)

 

  12 

  

   December 31, 2015 
   Less than 12 months   Greater than 12 months 
       Unrealized       Unrealized 
(In thousands)  Fair Value   Losses   Fair Value   Losses 
Available for sale:                    
U.S. GSE securities  $37,759   $(235)  $24,914   $(329)
State and municipal obligations   39,621    (298)   5,118    (24)
U.S. GSE residential mortgage-backed securities   136,025    (1,224)   1,510    (46)
U.S. GSE residential collateralized mortgage obligations   187,543    (1,781)   66,830    (2,107)
U.S. GSE commercial mortgage-backed securities   8,594    (80)   -    - 
U.S. GSE commercial collateralized mortgage obligations   51,178    (503)   10,034    (117)
Other asset backed securities   -    -    22,371    (1,879)
Corporate bonds   27,640    (360)   4,825    (175)
Total available for sale  $488,360   $(4,481)  $135,602   $(4,677)
                     
Held to maturity:                    
U.S. GSE securities  $-   $-   $-   $- 
State and municipal obligations   18,375    (113)   -    - 
U.S. GSE residential mortgage-backed securities   7,503    (106)   -    - 
U.S. GSE residential collateralized mortgage obligations   15,918    (149)   15,679    (349)
U.S. GSE commercial mortgage-backed securities   13,982    (313)   -    - 
U.S. GSE commercial collateralized mortgage obligations   7,912    (8)   3,813    (177)
Corporate bonds   -    -    -    - 
Total held to maturity  $63,690   $(689)  $19,492   $(526)

 

Other-Than-Temporary Impairment

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities classified as available for sale or held to maturity are generally evaluated for OTTI under FASB ASC 320, Accounting for Certain Investments in Debt and Equity Securities. In determining OTTI under the FASB ASC 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

 

At June 30, 2016, the majority of unrealized losses on the available for sale securities are related to the Company’s other asset backed securities and corporate bonds. The decrease in fair value of the other asset backed securities and corporate bonds is attributable to changes in interest rates and not credit quality. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. Therefore, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2016.

 

There were $235.7 million of proceeds from sales of securities with gross gains of approximately $1.3 million and gross losses of approximately $0.9 million realized for the three months ended June 30, 2016. There were $264.4 million of proceeds from sales of securities with gross gains of approximately $1.6 million and gross losses of approximately $1.2 million realized for the six months ended June 30, 2016. There were no sales of securities during the three months ended June 30, 2015. There were $73.8 million of proceeds from sales of securities with gross gains of approximately $0.5 million and gross losses of approximately $0.5 million realized for the six months ended June 30, 2015. Proceeds from calls of securities were $22.3 million and $53.0 million for the three and six months ended June 30, 2016, respectively. Proceeds from calls of securities were $10.3 million and $10.5 million for the three and six months ended June 30, 2015, respectively.

 

  13 

 

Securities having a fair value of approximately $650.9 million and $611.0 million at June 30, 2016 and December 31, 2015, respectively, were pledged to secure public deposits and Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) overnight borrowings. The Company did not hold any trading securities during the six months ended June 30, 2016 or the year ended December 31, 2015.

 

The Bank is a member of the FHLB of New York. Members are required to own a particular amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. The Bank is a member of the Atlantic Central Banker’s Bank (“ACBB”) and is required to own ACBB stock. The Bank is also a member of the FRB system and required to own FRB stock. FHLB, ACBB and FRB stock is carried at cost and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. The Bank owned approximately $20.9 million and $24.8 million in FHLB, ACBB and FRB stock at June 30, 2016 and December 31, 2015, respectively. These amounts were reported as restricted securities in the consolidated balance sheets.

 

5. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

 

FASB ASC No. 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

 

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

 

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

 

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

 

Assets and liabilities measured on a recurring basis:

 

   June 30, 2016 
       Fair Value Measurements Using: 
           Significant     
       Quoted Prices In   Other   Significant 
       Active Markets for   Observable   Unobservable 
   Carrying   Identical Assets   Inputs   Inputs 
(In thousands)  Value   (Level 1)   (Level 2)   (Level 3) 
Financial Assets:                    
Available for sale securities:                    
U.S. GSE securities  $58,325        $58,325      
State and municipal obligations   110,556         110,556      
U.S. GSE residential mortgage-backed securities   102,074         102,074      
U.S. GSE residential collateralized mortgage obligations   238,598         238,598      
U.S. GSE commercial mortgage-backed securities   6,701         6,701      
U.S. GSE commercial collateralized mortgage obligations   56,911         56,911      
Other asset backed securities   22,310         22,310      
Corporate bonds   31,608         31,608      
Total available for sale  $627,083        $627,083      
Derivatives  $2,871        $2,871      
                     
Financial Liabilities:                    
Derivatives  $6,360        $6,360      

  

  14 

 

   December 31, 2015 
       Fair Value Measurements Using: 
           Significant     
       Quoted Prices In   Other   Significant 
       Active Markets for   Observable   Unobservable 
   Carrying   Identical Assets   Inputs   Inputs 
(In thousands)  Value   (Level 1)   (Level 2)   (Level 3) 
Financial Assets:                    
Available for sale securities:                    
U.S. GSE securities  $62,674        $62,674      
State and municipal obligations   87,935         87,935      
U.S. GSE residential mortgage-backed securities   200,264         200,264      
U.S. GSE residential collateralized mortgage obligations   317,878         317,878      
U.S. GSE commercial mortgage-backed securities   12,418         12,418      
U.S. GSE commercial collateralized mortgage obligations   64,198         64,198      
Other asset backed securities   22,371         22,371      
Corporate bonds   32,465         32,465      
Total available for sale  $800,203        $800,203      
Derivatives  $779        $779      
                     
Financial Liabilities:                    
Derivatives  $2,073        $2,073      

   

Assets measured at fair value on a non-recurring basis are summarized below:

  

   June 30, 2016 
       Fair Value Measurements Using: 
           Significant     
       Quoted Prices In   Other   Significant 
       Active Markets for   Observable   Unobservable 
   Carrying   Identical Assets   Inputs   Inputs 
(In thousands)  Value   (Level 1)   (Level 2)   (Level 3) 
Impaired loans  $84           $84 

 

   December 31, 2015 
       Fair Value Measurements Using: 
           Significant     
       Quoted Prices In   Other   Significant 
       Active Markets for   Observable   Unobservable 
   Carrying   Identical Assets   Inputs   Inputs 
(In thousands)  Value   (Level 1)   (Level 2)   (Level 3) 
Impaired loans  $483           $483 
Other real estate owned   250            250 

 

Impaired loans with allocated allowance for loan losses at June 30, 2016 had a carrying amount of $0.1 million, which is made up of the outstanding balance of $0.2 million, net of a valuation allowance of $0.1 million. This resulted in an additional provision for loan losses of $0.1 million that is included in the amount reported on the Consolidated Statements of Income. Impaired loans with allocated allowance for loan losses at December 31, 2015, had a carrying amount of $0.5 million, which is made up of the outstanding balance of $0.5 million, net of a valuation allowance of $0.03 million. This resulted in an additional provision for loan losses of $0.03 million that is included in the amount reported on the Consolidated Statements of Income.

 

  15 

 

There was no other real estate owned at June 30, 2016. Other real estate owned at December 31, 2015 had a carrying amount of $0.3 million and no valuation allowance recorded. Accordingly, there was no additional provision for loan losses included in the amount reported on the Consolidated Statements of Income.

 

The Company used the following methods and assumptions in estimating the fair value of its financial instruments:

 

Cash and Due from Banks and Federal Funds Sold: Carrying amounts approximate fair value, since these instruments are either payable on demand or have short-term maturities. Cash on hand and non-interest due from bank accounts are Level 1 and interest bearing Cash Due from Banks and Federal Funds Sold are Level 2.

 

Securities Available for Sale and Held to Maturity: The estimated fair values are based on independent dealer quotations on nationally recognized securities exchanges, if available (Level 1). For securities where quoted prices are not available, fair value is based on matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2).

 

Restricted Securities: It is not practicable to determine the fair value of FHLB, ACBB and FRB stock due to restrictions placed on transferability.

 

Derivatives: Represents interest rate swaps and the estimated fair values are based on valuation models using observable market data as of the measurement date (Level 2).

 

Loans: The estimated fair values of real estate mortgage loans and other loans receivable are based on discounted cash flow calculations that use available market benchmarks when establishing discount factors for the types of loans resulting in a Level 3 classification. Exceptions may be made for adjustable rate loans with resets of one year or less, which would be discounted straight to their rate index plus or minus an appropriate spread. All nonaccrual loans are carried at their current fair value. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price and therefore, while permissible for presentation purposes under FASB ASC 825-10, do not conform to FASB ASC 820-10.

 

Impaired Loans and Other Real Estate Owned: For impaired loans, the Company evaluates the fair value of the loan in accordance with current accounting guidance.  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 other real estate owned is also evaluated in accordance with current accounting guidance and determined based upon recent appraised values less the estimated cost to sell. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Adjustments may relate to location, square footage, condition, amenities, market rate of leases as well as timing of comparable sales. All appraisals undergo a second review process to insure that the methodology employed and the values derived are accurate. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve is required. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

 

Appraisals for collateral-dependent impaired loans 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 to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value. Management also considers the appraisal values for commercial properties associated with current loan origination activity. Collectively, this information is reviewed to help assess current trends in commercial property values. For each collateral dependent impaired loan, management considers information that relates to the type of commercial property to determine if such properties may have appreciated or depreciated in value since the date of the most recent appraisal. Adjustments to fair value are made only when the analysis indicates a probable decline in collateral values. Adjustments made in the appraisal process are not deemed material to the overall consolidated financial statements given the level of impaired loans measured at fair value on a nonrecurring basis.

 

Deposits: The estimated fair values of certificates of deposit are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for certificates of deposit maturities resulting in a Level 2 classification. Stated value is fair value for all other deposits resulting in a Level 1 classification.

 

  16 

 

Borrowed Funds: The estimated fair values of borrowed funds are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for funding maturities resulting in a Level 1 classification for overnight Federal funds purchased and FHLB advances and a Level 2 classification for all other maturity terms.

 

Subordinated Debentures: The estimated fair value is derived using discounted cash flow methodology based on a spread to the London Interbank Offered Rate (“LIBOR”) curve at the time of issuance and assuming the debt was issued at par resulting in a Level 3 classification.

 

Junior Subordinated Debentures: The estimated fair value is based on estimates using market data for similarly risk weighted items and takes into consideration the convertible features of the debentures into common stock of the Company which is an unobservable input resulting in a Level 3 classification.

 

Accrued Interest Receivable and Payable: For these short-term instruments, the carrying amount is a reasonable estimate of the fair value resulting in a Level 1 or 2 classification.

 

Off-Balance-Sheet Liabilities: The fair value of off-balance-sheet commitments to extend credit is estimated using fees currently charged to enter into similar agreements. The fair value is immaterial as of June 30, 2016 and December 31, 2015.

 

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

 

The estimated fair values and recorded carrying amounts of the Company’s financial instruments at June 30, 2016 and December 31, 2015 are as follows:

 

   June 30, 2016 
       Fair Value Measurements Using:     
           Significant         
       Quoted Prices In   Other   Significant     
       Active Markets for   Observable   Unobservable   Total 
   Carrying   Identical Assets   Inputs   Inputs   Fair 
(In thousands)  Amount   (Level 1)   (Level 2)   (Level 3)   Value 
Financial assets:                         
Cash and due from banks  $50,581   $50,581   $-   $-   $50,581 
Interest bearing deposits with banks   29,015    -    29,015    -    29,015 
Securities available for sale   627,083    -    627,083    -    627,083 
Securities restricted   20,894     n/a      n/a      n/a      n/a  
Securities held to maturity   222,058    -    229,174    -    229,174 
Loans, net   2,502,218    -    -    2,520,109    2,520,109 
Derivatives   2,871    -    2,871    -    2,871 
Accrued interest receivable   8,916    -    2,840    6,076    8,916 
                          
Financial liabilities:                         
Certificates of deposit   190,479    -    191,657    -    191,657 
Demand and other deposits   2,663,184    2,663,184    -    -    2,663,184 
Federal funds purchased   150,000    150,000    -    -    150,000 
Federal Home Loan Bank advances   198,842    40,000    161,990    -    201,990 
Repurchase agreements   50,895    -    50,939    -    50,939 
Subordinated Debentures   78,432    -    -    84,810    84,810 
Junior Subordinated Debentures   15,525    -    -    17,709    17,709 
Derivatives   6,360    -    6,360    -    6,360 
Accrued interest payable   1,456    103    1,353    -    1,456 

 

  17 

  

   December 31, 2015 
       Fair Value Measurements Using:     
           Significant         
       Quoted Prices In   Other   Significant     
       Active Markets for   Observable   Unobservable   Total 
   Carrying   Identical Assets   Inputs   Inputs   Fair 
(In thousands)  Amount   (Level 1)   (Level 2)   (Level 3)   Value 
Financial assets:                         
Cash and due from banks  $79,750   $79,750   $-   $-   $79,750 
Interest bearing deposits with banks   24,808    -    24,808    -    24,808 
Securities available for sale   800,203    -    800,203    -    800,203 
Securities restricted   24,788     n/a      n/a      n/a      n/a  
Securities held to maturity   208,351    -    210,003    -    210,003 
Loans, net   2,390,030    -    -    2,379,171    2,379,171 
Derivatives   779    -    779    -    779 
Accrued interest receivable   9,270    -    3,228    6,042    9,270 
                          
Financial liabilities:                         
Certificates of deposit   292,855    -    293,368    -    293,368 
Demand and other deposits   2,550,770    2,550,770    -    -    2,550,770 
Federal funds purchased   120,000    120,000    -    -    120,000 
Federal Home Loan Bank advances   297,507    197,243    100,772    -    298,015 
Repurchase agreements   50,891    -    51,480    -    51,480 
Subordinated Debentures   78,363    -    -    78,830    78,830 
Junior Subordinated Debentures   15,878    -    -    16,566    16,566 
Derivatives   2,073    -    2,073    -    2,073 
Accrued interest payable   1,644    93    1,551    -    1,644 

 

6. LOANS

 

The following table sets forth the major classifications of loans:

 

(In thousands)  June 30, 2016   December 31, 2015 
Commercial real estate mortgage loans  $1,016,322   $999,474 
Multi-family mortgage loans   427,277    350,793 
Residential real estate mortgage loans   452,370    446,740 
Commercial, industrial and agricultural loans   511,517    501,766 
Real estate construction and land loans   96,683    91,153 
Installment/consumer loans   17,235    17,596 
Total loans   2,521,404    2,407,522 
Net deferred loan costs and fees   3,522    3,252 
    2,524,926    2,410,774 
Allowance for loan losses   (22,708)   (20,744)
Net loans  $2,502,218   $2,390,030 

 

On June 19, 2015, the Company completed the acquisition of Community National Bank (“CNB”) resulting in the addition of $729.4 million of acquired loans recorded at their fair value. There were approximately $603.4 million and $659.7 million of acquired CNB loans remaining as of June 30, 2016 and December 31, 2015, respectively.

 

On February 14, 2014, the Company completed the acquisition of FNBNY Bancorp, Inc. and its wholly owned subsidiary First National Bank of New York (collectively “FNBNY”) resulting in the addition of $89.7 million of acquired loans recorded at their fair value. There were approximately $32.4 million and $37.7 million of acquired FNBNY loans remaining as of June 30, 2016 and December 31, 2015, respectively.

 

Lending Risk

 

The principal business of the Bank is lending, primarily in commercial real estate mortgage loans, multi-family mortgage loans, residential real estate mortgage loans, construction loans, home equity loans, commercial, industrial and agricultural loans, land loans and consumer loans. The Bank considers its primary lending area to be Nassau and Suffolk Counties located on Long Island and a

 

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substantial portion of the Bank’s loans are secured by real estate in this area. Accordingly, the ultimate collectibility of such a loan portfolio is susceptible to changes in market and economic conditions in this region.

 

Commercial Real Estate Mortgages

 

Loans in this classification include income producing investment properties and owner occupied real estate used for business purposes. The underlying properties are generally located largely in our primary market area. The cash flows of the income producing investment properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on credit quality. Generally, management seeks to obtain annual financial information for borrowers with loans in excess of $0.25 million in this category. In the case of owner-occupied real estate used for business purposes, a weakened economy and resultant decreased consumer and/or business spending will have an adverse effect on credit quality.

 

Multi-Family Mortgages

 

Loans in this classification include income producing residential investment properties of 5 or more families. The loans are usually made in areas with limited single family residences generating high demand for these facilities.  Loans are made to established owners with a proven and demonstrable record of strong performance. Loans are secured by a first mortgage lien on the subject property with a loan to value ratio generally not exceeding 75%. Repayment is derived generally from the rental income generated from the property and maybe supplemented by the owners’ personal cash flow. Credit risk arises with an increase in vacancy rates, property mismanagement and the predominance of non-recourse loans that are customary in the industry. 

 

Residential Real Estate Mortgages and Home Equity Loans

 

Loans in these classifications are made to and secured by residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, can have an effect on the credit quality in this loan class. The Bank generally does not originate loans with a loan-to-value ratio greater than 80% and does not grant subprime loans.

 

Commercial, Industrial and Agricultural Loans

 

Loans in this classification are made to businesses and include term loans, lines of credit, senior secured loans to corporations and taxi medallion loans. Generally these loans are secured by assets of the business and repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and/or business spending will have an effect on the credit quality in this loan class.

 

Real Estate Construction and Land Loans

 

Loans in this classification primarily include land loans to local individuals, contractors and developers for developing the land for sale or for the purpose of making improvements thereon. Repayment is derived primarily from sale of the lots/units including any pre-sold units. Credit risk is affected by market conditions, time to sell at an adequate price and cost overruns. To a lesser extent this class includes commercial development projects that the Company finances, which in most cases require interest only during construction, and then convert to permanent financing. Credit risk is affected by construction delays, cost overruns, market conditions and the availability of permanent financing, to the extent such permanent financing is not being provided by us.

 

Installment and Consumer Loans

 

Loans in this classification may be either secured or unsecured and repayment is dependent on the credit quality of the individual borrower and, if applicable, sale of the collateral securing the loan such as automobiles. Therefore, the overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan class.

 

Credit Quality Indicators

 

The Company categorizes loans into risk categories of pass, special mention, substandard and doubtful based on relevant information about the ability of borrowers to service their debt including repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Assigned risk rating grades are continuously updated as new information is obtained. Loans risk rated special mention, substandard and doubtful are reviewed on a quarterly basis. The Company uses the following definitions for risk rating grades:

 

  19 

 

Pass: Loans classified as pass include current loans performing in accordance with contractual terms, pools of homogenous residential real estate and installment/consumer loans that are not individually risk rated and loans which exhibit certain risk factors that require greater than usual monitoring by management.

 

Special mention: Loans classified as special mention, while generally not delinquent, have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank's credit position at some future date.

 

Substandard: Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

Doubtful: Loans classified as doubtful have all the weaknesses inherent in a substandard loan, and may also be in delinquency status and have defined weaknesses based on currently existing facts, conditions and values making collection or liquidation in full highly questionable and improbable.

 

The following tables represent loans by class categorized by internally assigned risk grades as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016 
(In thousands)  Pass   Special Mention   Substandard   Doubtful   Total 
Commercial real estate:                         
Owner occupied  $412,605   $2,541   $889   $-   $416,035 
Non-owner occupied   595,001    510    4,776    -    600,287 
Multi-Family   427,277    -    -    -    427,277 
Residential real estate:                         
Residential mortgage   382,246    85    2,076    -    384,407 
Home equity   66,548    396    1,019    -    67,963 
Commercial and Industrial:                         
Secured   111,975    276    2,085    -    114,336 
Unsecured   392,421    2,585    2,175    -    397,181 
Real estate construction and land loans   96,343    -    340    -    96,683 
Installment/consumer loans   17,135    -    100    -    17,235 
Total loans  $2,501,551   $6,393   $13,460   $-   $2,521,404 

 

At June 30, 2016 there were $0.02 million and $4.3 million of acquired CNB loans included in the special mention and substandard grades, respectively, and $0.1 million and $0.2 million of acquired FNBNY loans included in the special mention and substandard grades, respectively.

 

   December 31, 2015 
(In thousands)  Pass   Special Mention   Substandard   Doubtful   Total 
Commercial real estate:                         
Owner occupied  $465,967   $3,239   $2,115   $-   $471,321 
Non-owner occupied   519,124    542    8,487    -    528,153 
Multi-Family   350,785        8    -    350,793 
Residential real estate:                         
Residential mortgage   377,482    87    845    -    378,414 
Home equity   66,910    523    893    -    68,326 
Commercial and Industrial:                         
Secured   121,037    151    2,549    -    123,737 
Unsecured   370,642    3,191    4,196    -    378,029 
Real estate construction and land loans   91,153            -    91,153 
Installment/consumer loans   17,496        100    -    17,596 
Total loans  $2,380,596   $7,733   $19,193   $-   $2,407,522 

 

At December 31, 2015 there were $0.02 million and $9.6 million of acquired CNB loans included in the special mention and substandard grades, respectively, and $0.1 million and $0.2 million of acquired FNBNY loans included in the special mention and substandard grades, respectively.

 

  20 

 

Past Due and Nonaccrual Loans

 

The following tables represent the aging of the recorded investment in past due loans as of June 30, 2016 and December 31, 2015 by class of loans, as defined by FASB ASC 310-10:

 

   June 30, 2016 
(In thousands)  30-59
Days
Past Due
   60-89
Days
Past Due
   >90 Days
Past Due
and
Accruing
   Nonaccrual
Including 90
Days or More
Past Due
   Total Past
Due and
Nonaccrual
   Current   Total Loans 
Commercial real estate:                                   
Owner occupied  $592   $-   $611   $211   $1,414   $414,621   $416,035 
Non-owner occupied   1,855    -    -    -    1,855    598,432    600,287 
Multi-Family   -    -    -    -    -    427,277    427,277 
Residential real estate:                                   
Residential mortgages   489    419    852    557    2,317    382,090    384,407 
Home equity   119    121    223    909    1,372    66,591    67,963 
Commercial and Industrial:                                   
Secured   -    -    208    -    208    114,128    114,336 
Unsecured   122    46    -    369    537    396,644    397,181 
Real estate construction and land loans   -    -    -    -    -    96,683    96,683 
Installment/consumer loans   -    1    -    4    5    17,230    17,235 
Total loans  $3,177   $587   $1,894   $2,050   $7,708   $2,513,696   $2,521,404 

 

   December 31, 2015 
(In thousands)  30-59
Days
Past Due
   60-89
Days
Past Due
   >90 Days
Past Due
and
Accruing
   Nonaccrual
Including 90
Days or More
Past Due
   Total Past
Due and
Nonaccrual
   Current   Total Loans 
Commercial real estate:                                   
Owner occupied  $-   $-   $435   $631   $1,066   $470,255   $471,321 
Non-owner occupied   -    -    -    -    -    528,153    528,153 
Multi-Family   -    -    -    -    -    350,793    350,793 
Residential real estate:                                   
Residential mortgages   939    245    -    62    1,246    377,168    378,414 
Home equity   69    100    188    610    967    67,359    68,326 
Commercial and Industrial:                                   
Secured   -    -    341    -    341    123,396    123,737 
Unsecured   128    24    -    44    196    377,833    378,029 
Real estate construction and land loans   -    -    -    -    -    91,153    91,153 
Installment/consumer loans   -    -    -    3    3    17,593    17,596 
Total loans  $1,136   $369   $964   $1,350   $3,819   $2,403,703   $2,407,522 

 

At June 30, 2016 and December 31, 2015 there were no FNBNY acquired loans 30-89 days past due. At June 30, 2016, there were $3.3 million of CNB acquired loans that were 30-89 days past due. At December 31, 2015, there were $1.2 million of CNB acquired loans 30-89 days past due. All loans 90 days or more past due that are still accruing interest represent loans acquired from CNB, FNBNY and Hamptons State Bank (“HSB”) which were recorded at fair value upon acquisition. These loans are considered to be accruing as management can reasonably estimate future cash flows and expect to fully collect the carrying value of these acquired loans. Therefore, the difference between the carrying value of these loans and their expected cash flows is being accreted into income.

 

Impaired Loans

 

At June 30, 2016 and December 31, 2015, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $4.1 million and $2.6 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 restructurings (“TDR”). 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

 

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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.

 

For individually impaired loans, the following tables set forth by class of loans at June 30, 2016 and December 31, 2015 the recorded investment, unpaid principal balance and related allowance.  The tables also set forth the average recorded investment of individually impaired loans and interest income recognized while the loans were impaired during the three and six months ended June 30, 2016 and 2015:

 

   June 30, 2016   Three Months Ended
June 30, 2016
   Six Months Ended
June 30, 2016
 
(In thousands)  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allocated
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 
With no related allowance recorded:                                   
Commercial real estate:                                   
Owner occupied  $355   $550   $-   $360   $3   $368   $5 
Non-owner occupied   1,229    1,229    -    1,232    18    1,236    37 
Residential real estate:                                   
Residential mortgages   557    571    -    558    -    378    - 
Home equity   909    1,007    -    884    -    674    - 
Commercial and Industrial:                                   
Secured   196    196    -    196    3    163    6 
Unsecured   618    618    -    578    5    423    9 
Total with no related allowance recorded  $3,864   $4,171   $-   $3,808   $29   $3,242   $57 
                                    
With an allowance recorded:                                   
Commercial real estate:                                   
Owner occupied  $-   $-   $-   $-   $-   $-   $- 
Non-owner occupied   -    -    -    -    -    -    - 
Residential real estate:                                   
Residential mortgages   -    -    -    -    -    -    - 
Home equity   -    -    -    -    -    -    - 
Commercial and Industrial:                                   
Secured   -    -    -    -    -    -    - 
Unsecured   227    227    143    138    2    102    4 
Total with an allowance recorded  $227   $227   $143   $138   $2   $102   $4 
                                    
Total:                                   
Commercial real estate:                                   
Owner occupied  $355   $550   $-   $360   $3   $368   $5 
Non-owner occupied   1,229    1,229    -    1,232    18    1,236    37 
Residential real estate:                                   
Residential mortgages   557    571    -    558    -    378    - 
Home equity   909    1,007    -    884    -    674    - 
Commercial and Industrial:                                   
Secured   196    196    -    196    3    163    6 
Unsecured   845    845    143    716    7    525    13 
Total  $4,091   $4,398   $143   $3,946   $31   $3,344   $61 

 

  22 

 

   December 31, 2015   Three Months Ended
June 30, 2015
   Six Months Ended
June 30, 2015
 
(In thousands)  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allocated
Allowance
   Average
Recorded
Investment
   Interest
Income
Recognized
   Average
Recorded
Investment
   Interest
Income
Recognized
 
With no related allowance recorded:                                   
Commercial real estate:                                   
Owner occupied  $384   $564   $-   $721   $2   $729   $5 
Non-owner occupied   927    928    -    942    16    945    31 
Residential real estate:                                   
Residential mortgages   62    73    -    67    -    68    - 
Home equity   610    700    -    1,163    -    870    - 
Commercial and Industrial:                                   
Secured   96    96    -    113    2    80    2 
Unsecured   -    -    -    101    4    107    4 
Total with no related allowance recorded  $2,079   $2,361   $-   $3,107   $24   $2,799   $42 
                                    
With an allowance recorded:                                   
Commercial real estate:                                   
Owner occupied  $-   $-   $-   $-   $-   $-   $- 
Non-owner occupied   318    318    20    321    4    321    7 
Residential real estate:                                   
Residential mortgages   -    -    -    -    -    -    - 
Home equity   -    -    -    150    -    100    - 
Commercial and Industrial:                                   
Secured   -    -    -    -    -    -    - 
Unsecured   194    194    9    129    2    134    5 
Total with an allowance recorded  $512   $512   $29   $600   $6   $555   $12 
                                    
Total:                                   
Commercial real estate:                                   
Owner occupied  $384   $564   $-   $721   $2   $729    5 
Non-owner occupied   1,245    1,246    20    1,263    20    1,266    38 
Residential real estate:                                   
Residential mortgages   62    73    -    67    -    68    - 
Home equity   610    700    -    1,313    -    970    - 
Commercial and Industrial:                                   
Secured   96    96    -    113    2    80    2 
Unsecured   194    194    9    230    6    241    9 
Total  $2,591   $2,873   $29   $3,707   $30   $3,354   $54 

 

The Bank had no other real estate owned at June 30, 2016 compared to $0.3 million at December 31, 2015.

 

Troubled Debt Restructurings

 

The terms of certain loans were modified and are considered TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. The modification of these loans involved a loan to borrowers who were experiencing financial difficulties.

 

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed to determine if that borrower is currently in payment default under any of its obligations or whether there is a probability that the borrower will be in payment

 

  23 

 

default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

 

During the six months ended June 30, 2016, the Bank modified three loans as TDRs totaling $0.7 million compared to two loans modified as TDRs totaling $0.1 million during the six months ended June 30, 2015. During the six months ended June 30, 2016 there were no charge offs relating to TDRs as compared to $0.3 million in charge offs for the same period in 2015. During the six months ended June 30, 2016 and 2015, there were no loans modified as TDRs for which there was a payment default within twelve months following the modification. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

 

As of June 30, 2016 and December 31, 2015, the Company had $0.1 million of nonaccrual TDRs and $2.1 million and $1.7 million, respectively, of performing TDRs. At June 30, 2016 and December 31, 2015, total nonaccrual TDRs are secured with collateral that has an appraised value of $1.3 million and $0.3 million, respectively. Furthermore, the Bank has no commitment to lend additional funds to these debtors.

 

The terms of certain other loans were modified during the six months ended June 30, 2016 that did not meet the definition of a TDR. These loans have a total recorded investment as of June 30, 2016 of $11.8 million. The modification of these loans involved a modification of the terms of loans to borrowers who were not experiencing financial difficulties.

 

Acquired Loans

 

Loans acquired in a business combination are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date.

 

In determining the acquisition date fair value of purchased loans, acquired loans are aggregated into pools of loans with common characteristics. Each loan is reviewed at acquisition to determine if it should be accounted for as a loan that has experienced credit deterioration and it is probable that at acquisition, the Company will not be able to collect all the contractual principal and interest due from the borrower. All loans with evidence of deterioration in credit quality are considered purchased credit impaired (“PCI”) loans unless the loan type is specifically excluded from the scope of ASC 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality,” such as loans with active revolver features or because management has minimal doubt in the collection of the loan.

 

The Bank makes an estimate of the loans’ contractual principal and contractual interest payments as well as the total cash flows it expects to collect from the pools of loans, which includes undiscounted expected principal and interest. The excess of contractual amounts over the total cash flows expected to be collected from the loans is referred to as non-accretable difference, which is not accreted into income. The excess of the expected undiscounted cash flows over the fair value of the loans is referred to as accretable discount. Accretable discount is recognized as interest income on a level-yield basis over the life of the loans. Management has not included prepayment assumptions in its modeling of contractual or expected cash flows. The Bank continues to estimate cash flows expected to be collected over the life of the loans. Subsequent increases in total cash flows expected to be collected are recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the loans. Subsequent decreases in cash flows expected to be collected over the life of the loans are recognized as impairment in the current period through allowance for loan losses.

 

A PCI loan may be resolved either through a sale of the loan, by working with the customer and obtaining partial or full repayment, by short sale of the collateral, or by foreclosure. When a loan accounted for in a pool is resolved, it is removed from the pool at its carrying amount. Any differences between the amounts received and the outstanding balance are absorbed by the non-accretable difference of the pool. For loans not accounted for in pools, a gain or loss on resolution would be recognized based on the difference between the proceeds received and the carrying amount of the loan.

 

Payments received earlier than expected or in excess of expected cash flows from sales or other resolutions may result in the carrying value of a pool being reduced to zero even though outstanding contractual balances and expected cash flows remain related to loans in the pool. Once the carrying value of a pool is reduced to zero, any future proceeds, which may include cash or real estate acquired in foreclosure, from the remaining loans, representing further realization of accretable yield, are recognized as interest income upon receipt.

 

At the acquisition date, the purchased credit impaired loans acquired as part of the FNBNY acquisition had contractually required principal and interest payments receivable of $40.3 million; expected cash flows of $28.4 million; and a fair value (initial carrying amount) of $21.8 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows ($11.9 million) represented the non-accretable difference. The difference between the expected cash flows and fair value ($6.6 million) represented the initial accretable yield. At June 30, 2016, the contractually required principal and interest

 

  24 

 

payments receivable and carrying amount of the purchased credit impaired loans was $13.3 million and $7.7 million, respectively, with a remaining non-accretable difference of ($1.4 million). At December 31, 2015, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $16.7 million and $8.3 million, respectively, with a remaining non-accretable difference of ($1.5 million).

 

At the acquisition date, the purchased credit impaired loans acquired as part of the CNB acquisition had contractually required principal and interest payments receivable of $23.4 million; expected cash flows of $10.1 million; and a fair value (initial carrying amount) of $8.7 million. The difference between the contractually required principal and interest payments receivable and the expected cash flows ($13.3 million) represented the non-accretable difference. The difference between the expected cash flows and fair value ($1.4 million) represented the initial accretable yield. At June 30, 2016, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $17.7 million and $5.3 million, respectively, with a remaining non-accretable difference of ($10.7 million). At December 31, 2015, the contractually required principal and interest payments receivable and carrying amount of the purchased credit impaired loans was $22.5 million and $8.2 million, respectively, with a remaining non-accretable difference of ($13.3 million).

 

The following table summarizes the activity in the accretable yield for the purchased credit impaired loans:

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
(In thousands)  2016   2015   2016   2015 
Balance at beginning of period  $6,872   $7,560   $7,113   $8,432 
Accretable discount arising from acquisition of PCI loans   -    259    -    259 
Accretion   (1,866)   (1,406)   (2,658)   (2,658)
Reclassification from nonaccretable difference during the period   959    1,117    1,092    1,497 
Other   (2)   -    416    - 
Accretable discount at end of period  $5,963   $7,530   $5,963   $7,530 

 

7. ALLOWANCE FOR LOAN LOSSES

 

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.

 

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 ASC No. 310, “Receivables”. Such valuation, which includes a review of loans for which full collectibility in accordance with contractual terms is not reasonably assured, considers the estimated fair value of the underlying collateral less the costs to sell, if any, or the present value of expected future cash flows, or the loan’s observable market value. Any shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to our policy, loan losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management, in conjunction with outside sources, are used to determine whether full collectibility of a loan is not reasonably assured. These assumptions and judgments are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s observable market value. Individual valuation allowances could differ materially as a result of changes in these assumptions and judgments. Individual loan analyses are periodically performed on specific loans considered impaired. The results of the individual valuation allowances are aggregated and included in the overall allowance for loan losses.

 

Loan pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike individual allowances, have not been allocated to particular problem assets. Pool evaluations are broken down into loans with homogenous characteristics by loan type and include commercial real estate mortgages, multi-family mortgage loans, home equity loans, residential real estate mortgages, commercial, industrial and agricultural loans, real estate construction and land loans and consumer 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 procedures 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, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, the impact that economic

 

  25 

 

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.

 

For purchased credit impaired loans, a valuation allowance is established when it is probable that the Bank will be unable to collect all the cash flows expected at acquisition plus additional cash flows expected to be collected arising from changes in estimate after acquisition. A specific allowance is established when subsequent evaluations of expected cash flows from purchased credit impaired loans reflect a decrease in those estimates. The allowance established represents the excess of the recorded investment in those loans over the present value of the currently estimated future cash flow, discounted at the last effective accounting yield.

 

The Bank uses assumptions and methodologies that are relevant to estimating the level of impairment and probable losses in the loan portfolio. To the extent that the data supporting such assumptions has limitations, management's judgment and experience play a key role in recording the allowance estimates. Additions to the allowance for loan losses are made by provisions charged to earnings. Furthermore, an improvement in the expected cash flows related to purchased credit impaired loans would result in a reduction of the required specific allowance with a corresponding credit to the provision.

 

The Credit Risk Management Committee is comprised of Bank management. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the Credit Risk Management Committee, based on its risk assessment of the entire portfolio. Each quarter, members of the Credit Risk Management Committee meet with the Credit Risk Committee of the Board to review credit risk trends and the adequacy of the allowance for loan losses. Based on the Credit Risk Management Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at June 30, 2016 and December 31, 2015, 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.

 

The following tables represent the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment, as defined under FASB ASC 310-10, and based on impairment method as of June 30, 2016 and December 31, 2015. The tables include loans acquired on June 19, 2015 from CNB and February 14, 2014 from FNBNY.

 

   At June 30, 2016 
(In thousands)  Commercial
Real Estate
Mortgage
Loans
   Multi-
Family
   Residential
Real Estate
Mortgage
Loans
   Commercial,
Industrial and
Agricultural
Loans
   Real Estate
Construction
and Land
Loans
   Installment/
Consumer
Loans
   Total 
Allowance for Loan Losses:                                   
Individually evaluated for impairment  $-   $-   $-   $143   $-   $-   $143 
Collectively evaluated for impairment   7,632    5,287    2,753    5,628    1,131    134    22,565 
Loans acquired with deteriorated credit quality   -    -    -    -    -    -    - 
Total Allowance for Loan Losses  $7,632   $5,287   $2,753   $5,771   $1,131   $134   $22,708 
                                    
Loans:                                   
Individually evaluated for impairment  $1,584   $-   $1,465   $1,042   $-   $-   $4,091 
Collectively evaluated for impairment   1,010,018    423,922    450,050    505,866    96,683    17,235    2,503,774 
Loans acquired with deteriorated credit quality   4,720    3,355    855    4,609    -    -    13,539 
Total Loans  $1,016,322   $427,277   $452,370   $511,517   $96,683   $17,235   $2,521,404 

 

  26 

 

   At December 31, 2015 
(In thousands)  Commercial
Real Estate
Mortgage
Loans
   Multi-
Family
   Residential
Real Estate
Mortgage
Loans
   Commercial,
Industrial and
Agricultural
Loans
   Real Estate
Construction
and Land
Loans
   Installment/
Consumer
Loans
   Total 
Allowance for Loan Losses:                                   
Individually evaluated for impairment  $20   $-   $-   $9   $-   $-   $29 
Collectively evaluated for impairment   7,830    4,208    2,115    5,396    1,030    136    20,715 
Loans acquired with deteriorated credit quality   -    -    -    -    -    -    - 
Total Allowance for Loan Losses  $7,850   $4,208   $2,115   $5,405   $1,030   $136   $20,744 
                                    
Loans:                                   
Individually evaluated for impairment  $1,629   $-   $672   $290   $-   $-   $2,591 
Collectively evaluated for impairment   997,210    347,054    444,801    495,045    91,153    17,596    2,392,859 
Loans acquired with deteriorated credit quality   635    3,739    1,267    6,431    -    -    12,072 
Total Loans  $999,474   $350,793   $446,740   $501,766   $91,153   $17,596   $2,407,522 

 

The following tables represent the changes in the allowance for loan losses for the three and six month periods ended June 30, 2016 and 2015, by portfolio segment, as defined under FASB ASC 310-10. The loan segment represents the categories that the Bank develops to determine its allowance for loan losses.

 

   For the Three Months Ended June 30, 2016 
(In thousands)  Commercial
Real Estate
Mortgage
Loans
   Multi-Family   Residential
Real Estate
Mortgage
Loans
   Commercial,
Industrial
and
Agricultural
Loans
   Real Estate
Construction
and Land
Loans
   Installment/
Consumer
Loans
   Total 
Allowance for Loan Losses:                                   
Beginning balance  $7,446   $4,669   $2,698   $5,568   $1,277   $141   $21,799 
Charge-offs   -    -    -    (97)   -    (2)   (99)
Recoveries   100    -    2    3    -    3    108 
Provision   86    618    53    297    (146)   (8)   900 
Ending Balance  $7,632   $5,287   $2,753   $5,771   $1,131   $134   $22,708 

 

   For the Three Months Ended June 30, 2015 
(In thousands)  Commercial
Real Estate
Mortgage
Loans
   Multi-Family   Residential
Real Estate
Mortgage
Loans
   Commercial,
Industrial
and
Agricultural
Loans
   Real Estate
Construction
and Land
Loans
   Installment/
Consumer
Loans
   Total 
Allowance for Loan Losses:                                   
Beginning balance  $6,990   $2,980   $2,137   $4,905   $1,106   $142   $18,260 
Charge-offs   -    -    -    (330)   -    -    (330)
Recoveries   -    -    77    110    -    1    188 
Provision   176    35    (225)   588    130    (4)   700 
Ending Balance  $7,166   $3,015   $1,989   $5,273   $1,236   $139   $18,818 

 

  27 

 

   For the Six Months Ended June 30, 2016 
(In thousands)  Commercial
Real Estate
Mortgage
Loans
   Multi-Family   Residential
Real Estate
Mortgage
Loans
   Commercial,
Industrial
and
Agricultural
Loans
   Real Estate
Construction
and Land
Loans
   Installment/
Consumer
Loans
   Total 
Allowance for Loan Losses:                                   
Beginning balance  $7,850    4,208    2,115    5,405    1,030    136    20,744 
Charge-offs   -    -    -    (297)   -    (2)   (299)
Recoveries   100    -    2    7    -    4    113 
Provision   (318)   1,079    636    656    101    (4)   2,150 
Ending Balance  $7,632    5,287    2,753    5,771    1,131    134    22,708 

 

   For the Six Months Ended June 30, 2015 
(In thousands)  Commercial
Real Estate
Mortgage
Loans
   Multi-Family   Residential
Real Estate
Mortgage
Loans
   Commercial,
Industrial
and
Agricultural
Loans
   Real Estate
Construction
and Land
Loans
   Installment/
Consumer
Loans
   Total 
Allowance for Loan Losses:                                   
Beginning balance  $6,994   $2,670   $2,208   $4,526   $1,104   $135   $17,637 
Charge-offs   -    -    -    (530)   -    (2)   (532)
Recoveries   -    -    78    130    -    5    213 
Provision   172    345    (297)   1,147    132    1    1,500 
Ending Balance  $7,166   $3,015   $1,989   $5,273   $1,236   $139   $18,818 

 

8. EMPLOYEE BENEFITS

 

The Bank maintains a noncontributory pension plan covering all eligible employees. The Bank uses a December 31st measurement date for this plan in accordance with FASB ASC 715-30 “Compensation – Retirement Benefits – Defined Benefit Plans – Pension.” During 2012, the Company amended the pension plan revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered employees. Additionally, new employees hired on or after October 1, 2012 are not eligible for the pension plan.

 

During 2001, the Bank adopted the Bridgehampton National Bank Supplemental Executive Retirement Plan (“SERP”). The SERP provides benefits to certain employees, as recommended by the Compensation Committee of the Board of Directors and approved by the full Board of Directors, whose benefits under the pension plan are limited by the applicable provisions of the Internal Revenue Code. The benefit under the SERP is equal to the additional amount the employee would be entitled to under the Pension Plan and the 401(k) Plan in the absence of such Internal Revenue Code limitations. The assets of the SERP are held in a rabbi trust to maintain the tax-deferred status of the plan and are subject to the general, unsecured creditors of the Company. As a result, the assets of the trust are reflected on the Consolidated Balance Sheets of the Company.

 

There were $2.2 million of contributions to the pension plan during the six months ended June 30, 2016. There were no contributions to the SERP during the six months ended June 30, 2016. In accordance with the SERP, a retired executive received a distribution from the plan totaling $56,000 during the six months ended June 30, 2016.

 

The Company’s funding policy with respect to its benefit plans is to contribute at least the minimum amounts required by applicable laws and regulations.

 

  28 

 

The following table sets forth the components of net periodic benefit cost:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   Pension Benefits   SERP Benefits   Pension Benefits   SERP Benefits 
(In thousands)  2016   2015   2016   2015   2016   2015   2016   2015 
Service cost  $286   $283   $44   $42   $577   $562   $88   $83 
Interest cost   201    176    26    23    397    351    52    45 
Expected return on plan assets   (510)   (458)   -    -    (965)   (912)   -    - 
Amortization of net loss   104    94    7    8    203    187    14    16 
Amortization of unrecognized prior service cost   (19)   (19)   -    -    (38)   (38)   -    - 
Amortization of unrecognized transition obligation   -    -    7    7    -    -    14    14 
Net periodic benefit cost  $62   $76   $84   $80   $174   $150   $168   $158 

 

9. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

 

Securities sold under agreements to repurchase totaled $50.9 million at June 30, 2016 and December 31, 2015. The repurchase agreements were collateralized by investment securities, of which 97% were U.S. GSE securities and 3% were U.S. GSE residential collateralized mortgage obligations with a carrying amount of $55.6 million at June 30, 2016 and 96% were U.S. GSE securities and 4% were U.S. GSE residential collateralized mortgage obligations with a carrying amount of $55.9 million at December 31, 2015.

 

Securities sold under agreements to repurchase are financing arrangements with $0.9 million maturing during the third quarter of 2016 and $50.0 million maturing during the fourth quarter of 2016. At maturity, the securities underlying the agreements are returned to the Company. The primary risk associated with these secured borrowings is the requirement to pledge a market value based balance of collateral in excess of the borrowed amount. The excess collateral pledged represents an unsecured exposure to the lending counterparty. As the market value of the collateral changes, both through changes in discount rates and spreads as well as related cash flows, additional collateral may need to be pledged. In accordance with our policies, eligible counterparties are defined and monitored to minimize our exposure.

 

  29 

 

10. FEDERAL HOME LOAN BANK ADVANCES

 

The following tables set forth the contractual maturities and weighted average interest rates of FHLB advances over the next four years at June 30, 2016 and December 31, 2015:

 

   June 30, 2016 
Contractual Maturity  Amount   Weighted
Average Rate
 
(Dollars in thousands)        
Overnight  $40,000    0.57%
           
2016   111,545    0.68%
2017   19,131    0.74%
2018   25,606    1.05%
2019   2,560    1.06%
    158,842    0.75%
   $198,842    0.72%

 

   December 31, 2015 
Contractual Maturity  Amount   Weighted
Average Rate
 
(Dollars in thousands)        
Overnight  $-    -% 
           
2016   249,599    0.75%
2017   19,149    0.74%
2018   25,781    1.04%
2019   2,978    1.08%
    297,507    0.78%
   $297,507    0.78%

 

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by $840.0 million and $666.3 million of residential and commercial mortgage loans under a blanket lien arrangement at June 30, 2016 and December 31, 2015, respectively. Based on this collateral and the Company’s holdings of FHLB stock, the Company is eligible to borrow up to a total of $1.12 billion at June 30, 2016.

 

11. BORROWED FUNDS

 

Subordinated Debentures

 

In September 2015, the Company issued $80.0 million in aggregate principal amount of fixed-to-floating rate subordinated debentures (the “Notes”). $40.0 million of the Notes are callable at par after five years, have a stated maturity of September 30, 2025 and bear interest at a fixed annual rate of 5.25% per year, from and including September 21, 2015 until but excluding September 30, 2020. From and including September 30, 2020 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 360 basis points. The remaining $40.0 million of the Notes are callable at par after ten years, have a stated maturity of September 30, 2030 and bear interest at a fixed annual rate of 5.75% per year, from and including September 21, 2015 until but excluding September 30, 2025. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 345 basis points.

 

The Notes are included in Tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

 

Junior Subordinated Debentures

 

In December 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the "TPS”), through its subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount of $1,000 per security and, prior to May 27, 2016, were convertible into our common stock, at an effective

 

  30 

 

conversion price of $31 per share. The TPS mature in 2039 but are currently callable by the Company at par any time with 30 days prior notice.

 

On May 27, 2016, the Company permanently increased the conversion ratio of the TPS from 32.2581 shares, representing a conversion price of $31 per share, to 34.4828 shares, representing a conversion price of $29 per share. This increase in the conversion ratio was accounted for as a modification of the TPS which resulted in a $0.4 million decrease in the TPS balance and a corresponding increase to Surplus which represents the increase in the fair value of the conversion option immediately before and after the modification. The decrease in the TPS balance resulting from the modification will be amortized as a yield adjustment over the remaining term of the TPS consistent with the related deferred debt issuance costs.

 

The Company issued $16.0 million of junior subordinated debentures (the “Debentures”) to the trust in exchange for ownership of all of the common securities of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements, but rather the Debentures are shown as a liability. The Debentures bear interest at a fixed rate equal to 8.50% and mature on December 31, 2039. Consistent with regulatory requirements, the interest payments may be deferred for up to 5 years, and are cumulative. The Debentures have the same prepayment provisions as the TPS.

 

The Debentures are included in Tier I capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

 

12. DERIVATIVES

 

Cash Flow Hedges of Interest Rate Risk

 

The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.

 

Interest rate swaps with notional amounts totaling $125.0 million as of June 30, 2016 and December 31, 2015, were designated as cash flow hedges of certain Federal Home Loan Bank advances. The swaps were determined to be fully effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets/(other liabilities), with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swaps.

 

Summary information about the interest rate swaps designated as cash flow hedges at June 30, 2016 and December 31, 2015 is as follows:

 

(Dollars in thousands)  June 30, 2016   December 31, 2015 
Notional amounts  $125,000   $125,000 
Weighted average pay rates   1.58%   1.58%
Weighted average receive rates   0.63%   0.51%
Weighted average maturity   2.72 years    3.22 years 

 

Interest expense recorded on these swap transactions totaled $239,000 and $489,000 for the three and six months ended June 30, 2016, respectively, and $176,000 and $310,000 for the three and six months ended June 30, 2015, respectively, and is reported as a component of interest expense on FHLB Advances. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income/expense as interest payments are made/received on the Company’s variable-rate assets/liabilities. During the six months ended June 30, 2016 the Company had $489,000 of reclassifications to interest expense. During the next twelve months, the Company estimates that $1.2 million will be reclassified as an increase in interest expense.

 

  31 

 

The following tables present the net gains (losses) recorded in accumulated other comprehensive income and the Consolidated Statements of Income relating to the cash flow derivative instruments for the three and six months ended June 30, 2016 and 2015:

 

           Amount of (loss) 
   Amount of (loss)   Amount of (loss)   recognized in other 
(In thousands)  recognized in OCI   reclassified from OCI   non-interest income 
Interest rate contracts  (Effective Portion)   to interest expense   (Ineffective Portion) 
Three months ended June 30, 2016  $(661)  $(239)  $- 
Six months ended June 30, 2016  $(2,684)  $(489)  $- 
Three months ended June 30, 2015  $117   $(176)  $- 
Six months ended June 30, 2015  $(698)  $(310)  $- 

 

The following table reflects the cash flow hedge included in the Consolidated Balance Sheets at the dates indicated:

 

   June 30, 2016   December 31, 2015 
       Fair   Fair       Fair   Fair 
   Notional   Value   Value   Notional   Value   Value 
(In thousands)  Amount   Asset   Liability   Amount   Asset   Liability 
Included in other assets/(liabilities):                              
Interest rate swaps related to FHLB Advances  $100,000   $-   $(2,328)  $100,000   $14   $(713)
Forward starting interest rate swap related to FHLB Advances  $25,000   $-   $(1,161)  $25,000   $-   $(595)

 

Non-Designated Hedges

 

Derivatives not designated as hedges may be used to manage the Company’s exposure to interest rate movements or to provide service to customers but do not meet the requirements for hedge accounting under U.S. GAAP. The Company executes interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that the Company executes with a third party in order to minimize the net risk exposure resulting from such transactions. These interest-rate swap agreements do not qualify for hedge accounting treatment, and therefore changes in fair value are reported in current period earnings.

 

The following table presents summary information about these interest rate swaps at June 30, 2016 and December 31, 2015:

 

(Dollars in thousands)  June 30, 2016   December 31, 2015 
Notional amounts  $55,702   $56,328 
Weighted average pay rates   3.48%   3.39%
Weighted average receive rates   3.48%   3.39%
Weighted average maturity   15.07 years    15.59 years 
Fair value of combined interest rate swaps  $-   $- 

 

Credit-Risk-Related Contingent Features

 

As of June 30, 2016 the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $6.5 million. As of June 30, 2016, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of $6.7 million against its obligations under these agreements. If the Company had breached any of these provisions at June 30, 2016, it could have been required to settle its obligations under the agreements at the termination value.

 

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13. OTHER COMPREHENSIVE INCOME (LOSS)

 

Other comprehensive income (loss) components and related income tax effects were as follows:

 

   Three Months Ended   Six Months Ended 
(In thousands)  June 30, 2016   June 30, 2015   June 30, 2016   June 30, 2015 
Unrealized holding gains (losses) on available for sale securities  $2,725   $(3,653)  $12,465   $1,262 
Reclassification adjustment for (gains) losses realized in income   (383)   -    (449)   10 
Income tax effect   (950)   1,486    (4,867)   (471)
Net change in unrealized gains (losses) on available for sale securities   1,392    (2,167)   7,149    801 
                     
Reclassification adjustment for amortization realized in income   99    90    193    179 
Income tax effect   (41)   18    (74)   (17)
Net change in post-retirement obligation   58    108    119    162 
                     
Change in fair value of derivatives used for cash flow hedges   (661)   117    (2,684)   (698)
Reclassification adjustment for losses realized in income   239    176    489    310 
Income tax effect   171    (97)   891    164 
Net change in unrealized (loss) gain on cash flow hedges   (251)   196    (1,304)   (224)
                     
Total  $1,199   $(1,863)  $5,964   $739 

 

The following is a summary of the accumulated other comprehensive income balances, net of income tax, at the dates indicated:

 

       Current Period     
(In thousands)  December 31, 2015   Change   June 30, 2016 
Unrealized (losses) gains on available for sale securities  $(4,741)  $7,149   $2,408 
Unrealized (losses) gains on pension benefits   (4,111)   119    (3,992)
Unrealized losses on cash flow hedges   (770)   (1,304)   (2,074)
Total  $(9,622)  $5,964   $(3,658)

 

The following represents the reclassifications out of accumulated other comprehensive income for the three and six months ended June 30, 2016 and 2015:

 

                   Affected Line Item
   Three Months Ended   Six Months Ended   in the Consolidated
(In thousands)  June 30, 2016   June 30, 2015   June 30, 2016   June 30, 2015   Statements of Income
Realized gains (losses) on sale of available for sale securities  $383   $-   $449   $(10)  Net securities gains (losses)
Income tax (expense) benefit   (155)   -    (182)   4   Income tax expense
Net of income tax  $228   $-   $267   $(6)   
                        
Amortization of defined benefit pension plan and defined benefit plan component of the SERP:                       
Prior service cost  $19   $19   $38   $38   Salaries and employee benefits
Transition obligation   (7)   (7)   (14)   (14)  Salaries and employee benefits
Actuarial losses   (111)   (102)   (217)   (203)  Salaries and employee benefits
   $(99)  $(90)  $(193)  $(179)   
Income tax benefit   40    (18)   78    17   Income tax expense
Net of income tax  $(59)  $(108)  $(115)  $(162)   
                        
Realized losses on cash flow hedges  $(239)  $(176)  $(489)  $(310)  Interest expense
Income tax benefit   97    74    198    126   Income tax expense
Net of income tax  $(142)  $(102)  $(291)  $(184)   
                        
Total reclassifications, net of income tax  $27   $(210)  $(139)  $(352)   

 

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14. BUSINESS COMBINATIONS

 

On June 19, 2015, the Company acquired CNB at a purchase price of $157.5 million, issued an aggregate of 5.647 million Bridge Bancorp common shares in exchange for all the issued and outstanding common stock of CNB and recorded goodwill of $96.5 million, which is not deductible for tax purposes. At acquisition, CNB had total acquired assets on a fair value basis of $895.3 million, with loans of $729.4 million, investment securities of $90.1 million and deposits of $786.9 million. The transaction expanded the Company’s geographic footprint across Long Island including Nassau County, Queens and into New York City. It complements the Bank’s existing branch network and enhances asset generation capabilities. The expanded branch network allows the Bank to serve a greater portion of the Long Island and metropolitan marketplace through a network of 40 branches.

 

The acquisition was accounted for under the acquisition method of accounting in accordance with FASB ASC 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. The operating results of the Company for the three and six month periods ended June 30, 2016 and 2015 include the operating results of CNB since the acquisition date of June 19, 2015.

 

The following summarizes the finalized fair value of the assets acquired and liabilities assumed on June 19, 2015:

 

       Measurement     
   As Initially   Period     
(In thousands)  Reported   Adjustments   As Adjusted 
Cash and due from banks  $24,628   $-   $24,628 
Securities   90,109    -    90,109 
Loans   736,348    (6,935)   729,413 
Bank Owned Life Insurance   21,445    -    21,445 
Premises and equipment   6,398    (5,122)   1,276 
Other intangible assets   6,698    -    6,698 
Other assets   14,484    7,245    21,729 
Total Assets Acquired  $900,110   $(4,812)  $895,298 
                
Deposits  $786,853   $-   $786,853 
Federal Home Loan Bank term advances   35,581    -    35,581 
Other liabilities and accrued expenses   5,647    6,214    11,861 
Total Liabilities Assumed  $828,081   $6,214   $834,295 
                
Net Assets Acquired   72,029    (11,026)   61,003 
Consideration Paid   157,503    -    157,503 
Goodwill Recorded on Acquisition  $85,474   $11,026   $96,500 

 

15. RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share Based-Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016, with early adoption permitted. The Company adopted ASU 2016-09 in the first quarter of 2016. The adoption of ASU 2016-09 did not have a material impact on the Company’s consolidated financial statements.

 

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments.” ASU 2015-16 eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. ASU 2015-16 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of ASU 2015-16 resulted in a fixed asset measurement period adjustment for $0.3 million that was recorded in 2016 related to the recovery of depreciation expense recorded in 2015.

 

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In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model and also provides for recording credit losses on available for sale debt securities through an allowance account. ASU 2016-13 also requires certain incremental disclosures. ASU 2016-13 is effective for public entities that are SEC filers, like the Company, for interim and annual reporting periods beginning December 15, 2019. The Company is in the process of evaluating the impact ASU 2016-13 will have on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 affects any entity that enters into a lease and is intended to increase the transparency and comparability of financial statements among organizations. ASU 2016-02 requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset would represent the right to use the underlying asset for the lease term and the lease liability would represent the discounted value of the required lease payments to the lessor. ASU 2016-02 would also require entities to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. The Company is in the process of evaluating the impact ASU 2016-02 will have on the Company’s consolidated financial statements.

 

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-01 are intended to improve the recognition, measurement, presentation and disclosure of financial assets and liabilities to provide users of financial statements with information that is more useful for decision-making purposes. Among other changes, ASU 2016-01 would require equity securities to be measured at fair value with changes in fair value recognized through net income, but would allow equity securities that do not have readily determinable fair values to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The amendments would simplify the impairment assessment of such equity securities and would require enhanced disclosure about these investments. ASU 2016-01 would also require separate presentation of financial assets and liabilities by measurement category and type of instrument, such as securities or loans, on the balance sheet or in the notes, and would eliminate certain other disclosures relating to the methods and assumptions used to estimate fair value. For public entities, like the Company, the amendments in ASU 2016-01 are effective for interim and annual reporting periods beginning after December 15, 2017. ASU 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 are intended to improve financial reporting by providing a comprehensive framework for addressing revenue recognition issues that can be applied to all contracts with customers regardless of industry-specific or transaction-specific fact patterns. While the guidance in ASU 2014-09 supersedes most existing industry-specific revenue recognition accounting guidance, much of a bank’s revenue comes from financial instruments such as debt securities and loans which are scoped-out of the guidance. The amendments also include improved disclosures to enable users of financial statements to better understand the nature, amount, timing and uncertainty of revenue that is recognized. For public entities, like the Company, ASU 2014-09, as amended, is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the impact ASU 2014-09 will have on the Company’s consolidated financial statements.

 

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Item 2. 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. 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; the Company’s ability to successfully integrate acquired entities; 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 the “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and 2016 Quarterly Reports on Form 10-Q. 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, 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.

 

Principal Products and Services and Locations of Operations

 

Federally chartered in 1910, the Bank was founded by local farmers and merchants and now operates forty branches, thirty-eight in the primary market areas of Suffolk and Nassau Counties, Long Island, with one branch in Bayside, Queens and one in Manhattan. For over a century, the Bank has maintained its focus on building customer relationships in its 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) multi-family mortgage loans; (3) home equity loans; (4) construction loans; (5) residential mortgage loans; (6) secured and unsecured commercial and consumer loans; (7) FHLB, FNMA, GNMA and FHLMC and non-agency mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (8) New York State and local municipal obligations; and (9) 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

 

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and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts as well as investment services through Bridge Financial Services, which offers 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.

 

Significant Events

 

Issuance of Subordinated Debentures

In September 2015, the Company issued $80.0 million in aggregate principal amount of fixed-to-floating rate subordinated debentures (the “Notes”). $40.0 million of the Notes are callable at par after five years, have a stated maturity of September 30, 2025 and bear interest at a fixed annual rate of 5.25% per year, from and including September 21, 2015 until but excluding September 30, 2020. From and including September 30, 2020 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 360 basis points. The remaining $40.0 million of the Notes are callable at par after ten years, have a stated maturity of September 30, 2030 and bear interest at a fixed annual rate of 5.75% per year, from and including September 21, 2015 until but excluding September 30, 2025. From and including September 30, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 345 basis points.

 

The Notes are included in Tier 2 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

 

Acquisition of Community National Bank

On June 19, 2015, the Company acquired CNB at a purchase price of $157.5 million, issued an aggregate of 5.647 million Bridge Bancorp common shares in exchange for all the issued and outstanding common stock of CNB and recorded goodwill of $96.5 million, which is not deductible for tax purposes. At acquisition, CNB had total acquired assets on a fair value basis of $895.3 million, with loans of $729.4 million, investment securities of $90.1 million and deposits of $786.9 million. The transaction expanded the Company’s geographic footprint across Long Island including Nassau County, Queens and into New York City. It complements the Bank’s existing branch network and enhances asset generation capabilities. The expanded branch network allows the Bank to serve a greater portion of the Long Island and metropolitan marketplace through a network of 40 branches.

 

Acquisition of 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 common shares in exchange for all the issued and outstanding stock of FNBNY. The purchase price was subject to certain post-closing adjustments equal to 60 percent of the net recoveries on $6.3 million of certain identified problem loans over a two-year period after the acquisition. As of February 14, 2016, a net recovery was realized and $0.3 million has been distributed to the former FNBNY shareholders. No further distributions are required. At acquisition, FNBNY had total acquired assets on a fair value basis of $211.9 million, with loans of $89.7 million, investment securities of $103.2 million and deposits of $169.9 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, the transaction expanded our geographic footprint into Nassau County, complemented our existing branch network and enhanced our asset generation capabilities. The expanded branch network allowed the Company to serve a greater portion of the Long Island and metropolitan marketplace.

 

Quarterly Highlights

 

·Net income for the second quarter of 2016 was $8.9 million and $0.50 per diluted share, compared to $0.5 million and $0.04 per diluted share for the quarter ended June 30, 2015 which included $5.3 million in costs, net of income taxes, associated with the CNB acquisition and a reduction in income tax expense of $0.4 million associated with changes in the New York City tax law enacted in the second quarter of 2015.

 

·Net interest income increased to $30.6 million for the second quarter of 2016 compared to $20.4 million in 2015 primarily due to the increase in average interest earning assets reflecting the assets acquired from CNB as well as organic growth in loans and securities.

 

·Net interest margin was 3.48% for the second quarter of 2016 compared to 3.57% for the 2015 period. The decrease in the net interest margin reflects the higher cost of borrowings associated with the $80 million in subordinated debentures issued in September 2015 and federal funds purchased and repurchase agreements.

 

·Loans held for investment at June 30, 2016 totaled $2.52 billion, an increase of $114.2 million or 4.7% over December 31, 2015 and $259.7 million or 11.5% over June 30, 2015.

 

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·Total assets of $3.74 billion at June 30, 2016, decreased $38.7 million compared to December 31, 2015 and increased $315.3 million compared to June 30, 2015. The decrease in total assets from December 31, 2015 reflects the Company’s execution of a strategy to deleverage the balance sheet. During the second quarter the Company sold $235.7 million of lower yielding securities and paid down $85.3 million of borrowings and funded the run off of $67.4 million in acquired high rate certificates of deposit, $43.7 million in loan growth and $30.0 million in additional bank owned life insurance (“BOLI”).

 

·Deposits of $2.85 billion at June 30, 2016, increased $10.0 million over December 31, 2015 and $70.1 million compared to June 30, 2015.