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Dime Community Bancshares, Inc. /NY/ - Quarter Report: 2012 June (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, 2012

 


 

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 8,709,994 shares of common stock outstanding as of August 6, 2012.

 

 



 

 

BRIDGE BANCORP, INC.

 

PART I -

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

3

 

 

 

 

Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011

3

 

 

 

 

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2012 and 2011

4

 

 

 

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011

5

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2012 and 2011

6

 

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011

7

 

 

 

 

Condensed Notes to Consolidated Financial Statements

8

 

 

 

Item 2.

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

35

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

53

 

 

 

Item 4.

Controls and Procedures

54

 

 

 

PART II -

OTHER INFORMATION

54

 

 

 

Item 1.

Legal Proceedings

54

 

 

 

Item 1A.

Risk Factors

54

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

54

 

 

 

Item 3.

Defaults Upon Senior Securities

55

 

 

 

Item 4.

Mine Safety Disclosures

55

 

 

 

Item 5.

Other Information

55

 

 

 

Item 6.

Exhibits

55

 

 

 

Signatures

 

56

 

 



 

 

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,

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

29,034

 

$

25,921

 

Interest earning deposits with banks

 

35,183

 

53,625

 

Total cash and cash equivalents

 

64,217

 

79,546

 

 

 

 

 

 

 

Securities available for sale, at fair value

 

449,493

 

441,439

 

Securities held to maturity (fair value of $180,344 and $170,952, respectively)

 

177,922

 

169,153

 

Total securities

 

627,415

 

610,592

 

 

 

 

 

 

 

Securities, restricted

 

2,828

 

1,660

 

 

 

 

 

 

 

Loans held for sale

 

 

2,300

 

 

 

 

 

 

 

Loans held for investments

 

678,532

 

612,143

 

Allowance for loan losses

 

(13,556

)

(10,837

)

Loans, net

 

664,976

 

601,306

 

 

 

 

 

 

 

Premises and equipment, net

 

24,993

 

24,171

 

Accrued interest receivable

 

5,029

 

4,940

 

Goodwill

 

2,034

 

2,034

 

Core deposit intangible

 

281

 

316

 

Other assets

 

10,436

 

10,593

 

Total Assets

 

$

1,402,209

 

$

1,337,458

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Demand deposits

 

$

367,768

 

$

321,496

 

Savings, NOW and money market deposits

 

686,171

 

683,863

 

Certificates of deposit of $100,000 or more

 

135,875

 

140,578

 

Other time deposits

 

40,710

 

42,248

 

Total deposits

 

1,230,524

 

1,188,185

 

 

 

 

 

 

 

Federal Home Loan Bank term advances

 

15,000

 

 

Repurchase agreements

 

12,317

 

16,897

 

Junior subordinated debentures

 

16,002

 

16,002

 

Accrued interest payable

 

233

 

319

 

Other liabilities and accrued expenses

 

15,545

 

9,068

 

Total Liabilities

 

1,289,621

 

1,230,471

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $.01 per share (2,000,000 shares authorized; none issued)

 

 

 

Common stock, par value $.01 per share:

 

 

 

 

 

Authorized: 20,000,000 shares; 8,608,108 and 8,374,917 shares issued, respectively; 8,597,050 and 8,345,399 shares outstanding, respectively

 

86

 

84

 

Surplus

 

58,395

 

54,034

 

Retained earnings

 

54,355

 

52,228

 

Less: Treasury Stock at cost, 11,058 and 29,518 shares, respectively

 

(1,155

)

(1,787

)

 

 

111,681

 

104,559

 

Accumulated other comprehensive income (loss):

 

 

 

 

 

Net unrealized gain on securities, net of deferred income taxes of ($2,729) and ($3,774), respectively

 

4,146

 

5,734

 

Pension liability, net of deferred income taxes of $2,148 and $2,205, respectively

 

(3,219

)

(3,306

)

Net unrealized loss on cash flow hedge, net of deferred income taxes of $13 and $0, respectively

 

(20

)

 

Total Stockholders’ Equity

 

112,588

 

106,987

 

Total Liabilities and Stockholders’ Equity

 

$

1,402,209

 

$

1,337,458

 

 

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,

 

 

 

2012

 

2011

 

2012

 

2011

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans (including fee income)

 

$

9,764

 

$

8,564

 

$

19,286

 

$

16,519

 

Mortgage-backed securities, CMOs and other asset-backed securities

 

2,064

 

2,385

 

4,083

 

4,701

 

State and municipal obligations

 

831

 

706

 

1,614

 

1,427

 

U.S. GSE securities

 

813

 

433

 

1,585

 

814

 

Corporate Bonds

 

160

 

186

 

320

 

373

 

Deposits with banks

 

18

 

41

 

42

 

59

 

Other interest and dividend income

 

27

 

18

 

45

 

36

 

Total interest income

 

13,677

 

12,333

 

26,975

 

23,929

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Savings, NOW and money market deposits

 

931

 

1,025

 

1,877

 

1,991

 

Certificates of deposit of $100,000 or more

 

367

 

245

 

753

 

488

 

Other time deposits

 

109

 

126

 

223

 

253

 

Federal funds purchased and repurchase agreements

 

115

 

135

 

226

 

269

 

Federal home loan bank advances

 

8

 

 

8

 

 

Junior subordinated debentures

 

342

 

341

 

683

 

683

 

Total interest expense

 

1,872

 

1,872

 

3,770

 

3,684

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

11,805

 

10,461

 

23,205

 

20,245

 

Provision for loan losses

 

2,500

 

900

 

3,325

 

1,600

 

Net interest income after provision for loan losses

 

9,305

 

9,561

 

19,880

 

18,645

 

 

 

 

 

 

 

 

 

 

 

Non interest income:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

856

 

833

 

1,665

 

1,566

 

Fees for other customer services

 

720

 

575

 

1,325

 

1,055

 

Title fee income

 

470

 

263

 

693

 

467

 

Net securities gains

 

1,721

 

135

 

1,993

 

135

 

Other operating income

 

33

 

19

 

77

 

56

 

Total non interest income

 

3,800

 

1,825

 

5,753

 

3,279

 

 

 

 

 

 

 

 

 

 

 

Non interest expense:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

5,262

 

4,399

 

10,373

 

8,574

 

Net occupancy expense

 

805

 

743

 

1,595

 

1,505

 

Furniture and fixture expense

 

264

 

308

 

562

 

614

 

FDIC assessments

 

180

 

193

 

352

 

501

 

Acquisition costs

 

 

386

 

 

619

 

Amortization of core deposit intangible

 

17

 

8

 

35

 

8

 

Cost of extinguishment of debt

 

 

 

158

 

 

Other operating expenses

 

2,039

 

1,747

 

3,713

 

3,371

 

Total non interest expense

 

8,567

 

7,784

 

16,788

 

15,192

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

4,538

 

3,602

 

8,845

 

6,732

 

Income tax expense

 

1,475

 

1,126

 

2,843

 

2,096

 

Net income

 

$

3,063

 

$

2,476

 

$

6,002

 

$

4,636

 

Basic earnings per share

 

$

0.36

 

$

0.38

 

$

0.71

 

$

0.71

 

Diluted earnings per share

 

$

0.36

 

$

0.38

 

$

0.71

 

$

0.71

 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

 

4



 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (unaudited)

(In thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net Income

 

$

3,063

 

$

2,476

 

$

6,002

 

$

4,636

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Change in unrealized net gains on securities available for sale, net of reclassification and deferred income tax effects

 

(1,162

)

1,564

 

(1,588

)

1,027

 

Adjustment to pension liability, net of deferred income taxes

 

43

 

21

 

87

 

42

 

Unrealized loss on cash flow hedge, net of deferred income taxes

 

(20

)

 

(20

)

 

Total other comprehensive income (loss)

 

(1,139

)

1,585

 

(1,521

)

1,069

 

Comprehensive income

 

$

1,924

 

$

4,061

 

$

4,481

 

$

5,705

 

 

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 per share amounts)

 

 

 

Common
Stock

 

Surplus

 

Retained
Earnings

 

Treasury
Stock

 

Accumulated
Other
Comprehensive
Income

 

Total

 

Balance at January 1, 2012

 

$

84

 

$

54,034

 

$

52,228

 

$

(1,787

)

$

2,428

 

$

106,987

 

Net income

 

 

 

 

 

6,002

 

 

 

 

 

6,002

 

Shares issued under the dividend reinvestment plan (“DRP”)

 

2

 

4,385

 

 

 

7

 

 

 

4,394

 

Stock awards granted

 

 

 

(717

)

 

 

717

 

 

 

 

Stock awards forfeited

 

 

 

4

 

 

 

(4

)

 

 

 

Vesting of stock awards

 

 

 

 

 

 

 

(88

)

 

 

(88

)

Tax effect of stock plans

 

 

 

(10

)

 

 

 

 

 

 

(10

)

Share based compensation expense

 

 

 

699

 

 

 

 

 

 

 

699

 

Cash dividend declared, $0.46 per share

 

 

 

 

 

(3,875

)

 

 

 

 

(3,875

)

Other comprehensive income, net of deferred income taxes

 

 

 

 

 

 

 

 

 

(1,521

)

(1,521

)

Balance at June 30, 2012

 

$

86

 

$

58,395

 

$

54,355

 

$

(1,155

)

$

907

 

$

112,588

 

 

 

 

Common
Stock

 

Surplus

 

Retained
Earnings

 

Treasury
Stock

 

Accumulated
Other
Comprehensive
Income

 

Total

 

Balance at January 1, 2011

 

$

64

 

$

20,946

 

$

46,463

 

$

(3,520

)

$

1,767

 

$

65,720

 

Net income

 

 

 

 

 

4,636

 

 

 

 

 

4,636

 

Shares issued under the dividend reinvestment plan (“DRP”)

 

1

 

1,792

 

 

 

5

 

 

 

1,798

 

Shares issued in the acquisition of Hampton State Bank (273,476 shares)

 

3

 

5,847

 

 

 

 

 

 

 

5,850

 

Stock awards granted

 

 

 

(486

)

 

 

486

 

 

 

 

Stock awards forfeited

 

 

 

37

 

 

 

(37

)

 

 

 

Vesting of stock awards

 

 

 

 

 

 

 

(61

)

 

 

(61

)

Tax effect of stock plans

 

 

 

(1

)

 

 

 

 

 

 

(1

)

Share based compensation expense

 

 

 

512

 

 

 

 

 

 

 

512

 

Cash dividend declared, $0.23 per share

 

 

 

 

 

(1,477

)

 

 

 

 

(1,477

)

Other comprehensive income, net of deferred income taxes

 

 

 

 

 

 

 

 

 

1,069

 

1,069

 

Balance at June 30, 2011

 

$

68

 

$

28,647

 

$

49,622

 

$

(3,127

)

$

2,836

 

$

78,046

 

 

See accompanying condensed notes to the Unaudited Consolidated Financial Statements.

 

6



 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

 

 

 

For the

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

Net Income

 

$

6,002

 

$

4,636

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for loan losses

 

3,325

 

1,600

 

Depreciation and amortization

 

862

 

908

 

Net amortization on securities

 

2,135

 

1,055

 

Amortization of core deposit intangible

 

35

 

8

 

Share based compensation expense

 

699

 

512

 

Net securities gains

 

(1,993

)

(135

)

Increase in accrued interest receivable

 

(89

)

(417

)

Decrease (increase) in other assets

 

123

 

(59

)

Increase in accrued expenses and other liabilities

 

665

 

1,918

 

Net cash provided by operating activities

 

11,764

 

10,026

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of securities available for sale

 

(220,313

)

(108,124

)

Purchases of securities, restricted

 

(15,500

)

(140

)

Purchases of securities held to maturity

 

(55,097

)

(38,689

)

Proceeds from sales of securities available for sale

 

63,807

 

14,084

 

Redemption of securities, restricted

 

14,332

 

225

 

Maturities, calls and principal payments of securities available for sale

 

148,563

 

56,680

 

Maturities, calls and principal payments of securities held to maturity

 

50,314

 

33,493

 

Net increase in loans

 

(64,695

)

(47,280

)

Purchase of premises and equipment

 

(1,684

)

(599

)

Net cash acquired in business combination

 

 

2,309

 

Net cash used in investing activities

 

(80,273

)

(88,041

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net increase in deposits

 

42,339

 

98,411

 

Net decrease in federal funds purchased and FHLB overnight borrowings

 

 

(7,000

)

Net increase (decrease) in FHLB term advances

 

15,000

 

(5,016

)

Net decrease in repurchase agreements

 

(4,580

)

(173

)

Net proceeds from issuance of common stock

 

4,394

 

1,798

 

Repurchase of surrendered stock from exercise of stock options and vesting of restricted stock awards

 

(88

)

(61

)

Excess tax expense from share based compensation

 

(10

)

(1

)

Cash dividends paid

 

(3,875

)

(2,944

)

Net cash provided by financing activities

 

53,180

 

85,014

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(15,329

)

6,999

 

Cash and cash equivalents at beginning of period

 

79,546

 

22,918

 

Cash and cash equivalents at end of period

 

$

64,217

 

$

29,917

 

 

 

 

 

 

 

Supplemental Information-Cash Flows:

 

 

 

 

 

Cash paid for:

 

 

 

 

 

Interest

 

$

3,856

 

$

3,695

 

Income tax

 

$

1,415

 

$

820

 

 

 

 

 

 

 

Noncash investing and financing activities:

 

 

 

 

 

Securities which settled in the subsequent period

 

$

6,871

 

$

 

 

 

 

 

 

 

Acquisition of noncash assets and liabilities:

 

 

 

 

 

Fair value of assets acquired

 

$

 

$

66,566

 

Fair value of liabilities assumed

 

$

 

$

65,059

 

 

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”) and a financial title insurance subsidiary, Bridge Abstract LLC (“Bridge Abstract”). In addition to the Bank, the Company has another subsidiary Bridge Statutory Capital Trust II which was formed in 2009. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements.

 

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 six months ended June 30, 2012 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 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, 2011.

 

2. EARNINGS PER SHARE

 

FASB ASC 260-10-45 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”).  The restricted stock awards and restricted stock units granted by the Company contain nonforfeitable rights to dividends and therefore are considered participating securities.  The two-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities.

 

The computation of EPS for the three and six months ended June 30, 2012 and 2011 is as follows:

 

 

 

Three months ended,

 

Six months ended,

 

 

 

June 30,

 

June 30,

 

(In thousands, except per share data)

 

2012

 

2011

 

2012

 

2011

 

Net Income

 

$

3,063

 

$

2,476

 

$

6,002

 

$

4,636

 

Less: Dividends paid on and earnings allocated to participating securities

 

(79

)

(73

)

(156

)

(137

)

Income attributable to common stock

 

$

2,984

 

$

2,403

 

$

5,846

 

$

4,499

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, including participating securities

 

8,576

 

6,563

 

8,511

 

6,488

 

Less: weighted average participating securities

 

(224

)

(192

)

(224

)

(192

)

Weighted average common shares outstanding

 

8,352

 

6,371

 

8,287

 

6,296

 

Basic earnings per common share

 

$

0.36

 

$

0.38

 

$

0.71

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

Income attributable to common stock

 

$

2,984

 

$

2,403

 

$

5,846

 

$

4,499

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

8,352

 

6,371

 

8,287

 

6,296

 

Weighted average common equivalent shares outstanding

 

1

 

1

 

1

 

1

 

Weighted average common and equivalent shares outstanding

 

8,353

 

6,372

 

8,288

 

6,297

 

Diluted earnings per common share

 

$

0.36

 

$

0.38

 

$

0.71

 

$

0.71

 

 

8



 

 

There were 49,737 and 52,123 options outstanding at June 30, 2012 and June 30, 2011, respectively, that were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common stock and were, therefore, antidilutive. The $16.0 million in convertible trust preferred securities outstanding at June 30, 2012, were not included in the computation of diluted earnings per share because the assumed conversion of the trust preferred securities was antidilutive.

 

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 Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No. 718 and 505. On May 4, 2012, the stockholders of the Company approved the Company’s 2012 Stock-Based Incentive Plan. 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 during the six months ended June 30, 2012 and June 30, 2011.  There was no compensation expense attributable to stock options for the six months ended June 30, 2012 and June 30, 2011, 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 reporting date.  No stock options were exercised during the first six months of 2012 and 2011. The intrinsic value of options outstanding and exercisable at June 30, 2012 and June 30, 2011 was $17,000 and $12,000, respectively.

 

A summary of the status of the Company’s stock options as of and for the six months ended June 30, 2012 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, December 31, 2011

 

54,223

 

$

25.05

 

 

 

 

 

Granted

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

Forfeited

 

(2,386

)

$

25.27

 

 

 

 

 

Expired

 

 

 

 

 

 

 

Outstanding, June 30, 2012

 

51,837

 

$

25.04

 

3.83 years   

 

$

17

 

Vested and Exercisable, June 30, 2012

 

51,837

 

$

25.04

 

3.83 years   

 

$

17

 

 

 

 

Number of

 

Exercise

 

Range of Exercise Prices

 

Options

 

Price

 

 

 

2,100

 

$

15.47

 

 

 

4,872

 

$

24.00

 

 

 

39,659

 

$

25.25

 

 

 

3,000

 

$

26.55

 

 

 

2,206

 

$

30.60

 

 

 

51,837

 

 

 

 

During the six months ended June 30, 2012 and 2011, respectively, restricted stock awards of 21,993 and 13,688 shares were granted. These awards vest over approximately five years with a third vesting after years three, four and five. Compensation expense attributable to restricted stock awards was $293,000 and $620,000 for the three and six months ended June 30, 2012, respectively, and $220,000 and $447,000 for the three and six months ended June 30, 2011, respectively.

 

A summary of the status of the Company’s unvested restricted stock as of and for the six months ended June 30, 2012 is as follows:

 

 

 

 

 

Weighted

 

 

 

 

 

Average Grant-Date

 

 

 

Shares

 

Fair Value

 

Unvested, December 31, 2011

 

211,371

 

$

21.56

 

Granted

 

21,993

 

$

19.82

 

Vested

 

(30,100

)

$

21.44

 

Forfeited

 

(150

)

$

20.32

 

Unvested, June 30, 2012

 

203,114

 

$

21.39

 

 

9



 

 

In April 2009, the Company adopted a Directors Deferred Compensation Plan. Under the Plan, independent directors may elect to defer all or a portion of their annual retainer fee in the form of restricted stock units. 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 this Plan, the Company recorded expenses of approximately $40,000 and $79,000 for the three and six months ended June 30, 2012, respectively, and $33,000 and $65,000 for the three and six months ended June 30, 2011, respectively.

 

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, 2012 and December 31, 2011 and the corresponding amounts of unrealized gains and losses therein:

 

 

 

June 30, 2012

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(In thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

Available for sale:

 

 

 

 

 

 

 

 

 

U.S. GSE securities

 

$

108,856

 

$

1,054

 

$

 

$

109,910

 

State and municipal obligations

 

62,549

 

1,390

 

(70

)

63,869

 

U.S. GSE residential mortgage-backed securities

 

29,907

 

2,007

 

 

31,914

 

U.S. GSE residential collateralized mortgage obligations

 

219,099

 

2,729

 

(289

)

221,539

 

U.S. GSE commercial collateralized mortgage obligations (1)

 

9,159

 

225

 

 

9,384

 

Non Agency commercial mortgage-backed securities

 

5,069

 

 

(7

)

5,062

 

Other Asset-backed securities

 

7,979

 

 

(164

)

7,815

 

Total available for sale

 

442,618

 

7,405

 

(530

)

449,493

 

 

 

 

 

 

 

 

 

 

 

Held to maturity:

 

 

 

 

 

 

 

 

 

U.S. GSE securities

 

10,491

 

41

 

 

10,532

 

State and municipal obligations

 

96,416

 

2,004

 

(31

)

98,389

 

U.S. GSE residential collateralized mortgage obligations

 

37,299

 

856

 

(10

)

38,145

 

U.S. GSE commercial mortgage-backed securities

 

5,953

 

148

 

 

6,101

 

U.S. GSE commercial collateralized mortgage obligations

 

4,974

 

212

 

 

5,186

 

Corporate Bonds

 

22,789

 

107

 

(905

)

21,991

 

Total held to maturity

 

177,922

 

3,368

 

(946

)

180,344

 

Total securities

 

$

620,540

 

$

10,773

 

$

(1,476

)

$

629,837

 

 

 

 

December 31, 2011

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(In thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

Available for sale:

 

 

 

 

 

 

 

 

 

U.S. GSE securities

 

$

130,708

 

$

968

 

$

(2

)

$

131,674

 

State and municipal obligations

 

52,861

 

1,366

 

(8

)

54,219

 

U.S. GSE residential mortgage-backed securities

 

67,317

 

3,667

 

 

70,984

 

U.S. GSE residential collateralized mortgage obligations

 

175,878

 

3,493

 

(46

)

179,325

 

U.S. GSE commercial collateralized mortgage obligations (1)

 

5,167

 

70

 

 

5,237

 

Total available for sale

 

431,931

 

9,564

 

(56

)

441,439

 

 

 

 

 

 

 

 

 

 

 

Held to maturity:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

104,314

 

2,048

 

(5

)

106,357

 

U.S. GSE residential collateralized mortgage obligations

 

42,081

 

1,104

 

(21

)

43,164

 

Corporate Bonds

 

22,758

 

3

 

(1,330

)

21,431

 

Total held to maturity

 

169,153

 

3,155

 

(1,356

)

170,952

 

Total securities

 

$

601,084

 

$

12,719

 

$

(1,412

)

$

612,391

 

 

(1)                U.S. GSE commercial collateralized mortgage obligations represent securities with multi-family mortgage loans as the collateral.

 

10



 

 

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, 2012. 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, 2012

 

 

 

Amortized

 

Fair

 

(In thousands)

 

Cost

 

Value

 

Maturity

 

 

 

 

 

Available for sale:

 

 

 

 

 

Within one year

 

$

16,584

 

$

16,699

 

One to five years

 

62,437

 

63,846

 

Five to ten years

 

105,846

 

107,322

 

Beyond ten years

 

257,751

 

261,626

 

Total

 

$

442,618

 

$

449,493

 

 

 

 

 

 

 

Held to maturity:

 

 

 

 

 

Within one year

 

$

46,915

 

$

46,998

 

One to five years

 

37,894

 

38,090

 

Five to ten years

 

33,731

 

33,796

 

Beyond ten years

 

59,382

 

61,460

 

Total

 

$

177,922

 

$

180,344

 

 

Securities with unrealized losses at June 30, 2012 and December 31, 2011, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

 

 

 

Less than 12 months

 

Greater than 12 months

 

June 30, 2012

 

 

 

Unrealized

 

 

 

Unrealized

 

(In thousands)

 

Fair Value

 

losses

 

Fair Value

 

losses

 

Available for sale:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

16,529

 

$

70

 

$

 

$

 

U.S. GSE residential collateralized mortgage obligations

 

58,633

 

289

 

 

 

Non Agency commercial mortgage-backed securities

 

5,062

 

7

 

 

 

 

 

Other Asset-backed securities

 

7,815

 

164

 

 

 

 

 

Total available for sale

 

88,039

 

530

 

 

 

 

 

 

 

 

 

 

 

 

 

Held to maturity:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

17,407

 

31

 

 

 

U.S. GSE residential collateralized mortgage obligations

 

4,307

 

10

 

 

 

Corporate Bonds

 

4,803

 

197

 

12,292

 

708

 

Total held to maturity

 

$

26,517

 

$

238

 

$

12,292

 

$

708

 

 

 

 

Less than 12 months

 

Greater than 12 months

 

December 31, 2011

 

 

 

Unrealized

 

 

 

Unrealized

 

(In thousands)

 

Fair Value

 

losses

 

Fair Value

 

losses

 

Available for sale:

 

 

 

 

 

 

 

 

 

U.S. GSE securities

 

$

7,196

 

$

2

 

$

 

$

 

State and municipal obligations

 

4,283

 

8

 

 

 

U.S. GSE residential collateralized mortgage obligations

 

7,672

 

46

 

 

 

Total available for sale

 

$

19,151

 

$

56

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Held to maturity:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

7,011

 

5

 

 

 

U.S. GSE residential collateralized mortgage obligations

 

4,810

 

21

 

 

 

Corporate Bonds

 

4,664

 

336

 

12,006

 

994

 

Total held to maturity

 

$

16,485

 

$

362

 

$

12,006

 

$

994

 

 

11



 

 

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, 2012, the majority of unrealized losses on available for sale securities are related to the Company’s U.S. GSE residential collateralized mortgage obligations and the majority of unrealized losses on held to maturity securities are related to corporate bonds.  The decrease in fair value of the U.S. GSE residential collateralized mortgage obligations and the corporate bond portfolio is attributable to changes in interest rates and not credit quality.  Each issuer of corporate bonds has maintained their well capitalized status and continues to be reviewed periodically.  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, 2012.

 

Proceeds from sales of securities available for sale were $60.5 million and $14.1 million for the three months ended June 30, 2012 and 2011, respectively. Proceeds from sales of securities available for sale were $63.8 million and $14.1 million for the six months ended June 30, 2012 and 2011, respectively. Gross gains of $1.7 million and $0.1 million were realized on these sales during the three months ended June 30, 2012 and 2011, respectively. Gross gains of $2.0 million and $0.1 million were realized on these sales during the six months ended June 30, 2012 and 2011, respectively. Proceeds from calls of securities were $62.9 million and $17.2 million for the three months ended June 30, 2012 and 2011, respectively. Proceeds from calls of securities were $108.5 million and $27.2 million for the six months ended June 30, 2012 and 2011, respectively.

 

Securities having a fair value of approximately $266.2 million and $287.8 million at June 30, 2012 and December 31, 2011, respectively, were pledged to secure public deposits and Federal Home Loan Bank and Federal Reserve Bank overnight borrowings. The Bank did not hold any trading securities during the six months ended June 30, 2012 or the year ended December 31, 2011.

 

The Bank is a member of the Federal Home Loan Bank (“FHLB”) of New York. Members are required to own a particular amount of stock based on the level of borrowings and other factors, and may invest in additional amounts.  The Bank is 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 Federal Reserve Bank (“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 $2.8 million in FHLB, ACBB and FRB stock at June 30, 2012 and approximately $1.7 million at December 31, 2011. 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.

 

12



 

 

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.

 

Investment Securities: 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).

 

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

 

Impaired Loans:  At the time a loan is considered impaired, it is valued at the lower of cost or fair value.  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. 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 locate, square footage, condition, amenities, market rate of leases as well as timing of comparable sales. Such adjustments are generally capped at 15% of appraised value and typically result in a Level 3 classification of the inputs for determining fair value. 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.  The most recent analysis performed indicated that a discount of 1-5% should be applied to residential properties with appraisals performed within 12 months and an appreciation of 16-18% should be applied to commercial properties with appraisals performed within 12 months.

 

Loans Held For Sale:  Loans held for sale are carried at the lower of cost or fair values.  The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 3).

 

Assets and liabilities measured on a recurring basis:

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

June 30, 2012 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

 

$

109,910

 

 

 

$

109,910

 

 

 

State and municipal obligations

 

63,869

 

 

 

63,869

 

 

 

U.S. GSE residential mortgage-backed securities

 

31,914

 

 

 

31,914

 

 

 

U.S. GSE residential collateralized mortgage obligations

 

221,539

 

 

 

221,539

 

 

 

U.S. GSE commercial collateralized mortgage obligations (1)

 

9,384

 

 

 

9,384

 

 

 

Non Agency commercial mortgage-backed securities

 

5,062

 

 

 

5,062

 

 

 

Other Asset backed securities

 

7,815

 

 

 

7,815

 

 

 

Total available for sale

 

$

449,493

 

 

 

$

449,493

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives

 

$

(34

)

 

 

$

(34

)

 

 

 

13



 

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

December 31, 2011 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

 

$

131,674

 

 

 

$

131,674

 

 

 

State and municipal obligations

 

54,219

 

 

 

54,219

 

 

 

U.S. GSE residential mortgage-backed securities

 

70,984

 

 

 

70,984

 

 

 

U.S. GSE residential collateralized mortgage obligations

 

179,325

 

 

 

179,325

 

 

 

U.S. GSE commercial collateralized mortgage obligations (1)

 

5,237

 

 

 

5,237

 

 

 

Total available for sale

 

$

441,439

 

 

 

$

441,439

 

 

 

 

(1)        U.S. GSE commercial collateralized mortgage obligations represent securities with multi-family mortgage loans as the collateral.

 

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

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

June 30, 2012 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

 

$

262

 

 

 

 

 

$

262

 

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

December 31, 2011 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

 

$

1,868

 

 

 

 

 

$

1,868

 

Loans held for sale

 

2,300

 

 

 

 

 

2,300

 

 

Impaired loans with allocated allowance for loan losses at June 30, 2012, had a carrying amount of $0.3 million, which is made up of the outstanding balance of $0.8 million, net of a valuation allowance of $0.5 million. This resulted in an additional provision for loan losses of $0.3 million that is included in the amount reported on the income statement. Impaired loans with allocated allowance for loan losses at December 31, 2011, had a carrying amount of $1.9 million, which is made up of the outstanding balance of $2.1 million, net of a valuation allowance of $0.2 million. This resulted in an additional provision for loan losses of $0.2 million that is included in the amount reported on the income statement.

 

Loans held for sale at December 31, 2011 had a carrying amount and outstanding balance of $2.3 million. There was no valuation allowance at December 31, 2011. Charge-offs of $0.9 million were incurred on loans transferred to loans held for sale at December 31, 2011. These loans were subsequently sold in January 2012 with no gain or loss incurred.

 

14



 

 

The Company used the following method and assumptions, not previously presented, 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 and Federal Funds Sold are Level 2.

 

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

 

Loans: The estimated fair values of real estate mortgage loans and other loans receivable are based on discounted cash flow calculations that use available market benchmarks when establishing discount factors for the types of loans 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 purposed under ASC 825-10, do not conform with ASC 820-10.

 

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

 

Borrowed Funds: The estimated fair value of borrowed funds are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for funding maturities resulting in a Level 2 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, 2012 and December 31, 2011.

 

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.

 

15



 

 

The estimated fair values and recorded carrying amounts of the Bank’s financial instruments at June 30, 2012 and December 31, 2011 are as follows:

 

 

 

 

 

Fair Value Measurements at

 

 

 

 

 

 

 

June 30, 2012 Using:

 

 

 

 

 

 

 

 

 

Significant

 

 

 

 

 

 

 

 

 

Quoted Prices In

 

Other

 

Significant

 

 

 

 

 

 

 

Active Markets for

 

Observable

 

Unobservable

 

 

 

 

 

Carrying

 

Identical Assets

 

Inputs

 

Inputs

 

 

 

(In thousands)

 

Amount

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

29,034

 

$

29,034

 

$

 

$

 

$

29,034

 

Interest bearing deposits with banks

 

35,183

 

 

35,183

 

 

35,183

 

Securities available for sale

 

449,493

 

 

449,493

 

 

449,493

 

Securities restricted

 

2,828

 

n/a

 

n/a

 

n/a

 

n/a

 

Securities held to maturity

 

177,922

 

 

180,344

 

 

180,344

 

Loans, net

 

664,976

 

 

 

695,024

 

695,024

 

Accrued interest receivable

 

5,029

 

 

2,797

 

2,232

 

5,029

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

176,585

 

 

 

178,184

 

 

178,184

 

Demand and other deposits

 

1,053,939

 

1,053,939

 

 

 

1,053,939

 

Federal Home Loan Bank term advances

 

15,000

 

 

15,017

 

 

15,017

 

Repurchase agreements

 

12,317

 

 

13,101

 

 

13,101

 

Junior Subordinated Debentures

 

16,002

 

 

 

17,283

 

17,283

 

Accrued interest payable

 

233

 

11

 

222

 

 

233

 

 

 

 

At December 31, 2011

 

 

 

 

 

 

 

 

 

Carrying

 

Fair

 

 

 

 

 

 

 

(In thousands)

 

Amount

 

Value

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

25,921

 

$

25,921

 

 

 

 

 

 

 

Interest bearing deposits with banks

 

53,625

 

53,625

 

 

 

 

 

 

 

Securities available for sale

 

441,439

 

441,439

 

 

 

 

 

 

 

Securities restricted

 

1,660

 

n/a

 

 

 

 

 

 

 

Securities held to maturity

 

169,153

 

170,952

 

 

 

 

 

 

 

Loans, net

 

603,606

 

632,616

 

 

 

 

 

 

 

Accrued interest receivable

 

4,940

 

4,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Demand and other deposits

 

1,188,185

 

1,190,080

 

 

 

 

 

 

 

Repurchase agreements

 

16,897

 

17,990

 

 

 

 

 

 

 

Junior Subordinated Debentures

 

16,002

 

16,915

 

 

 

 

 

 

 

Accrued interest payable

 

319

 

319

 

 

 

 

 

 

 

 

16



 

 

6. LOANS

 

The following table sets forth the major classifications of loans:

 

(In thousands)

 

June 30, 2012

 

December 31, 2011

 

Commercial real estate mortgage loans

 

$

303,345

 

$

283,917

 

Multi-family mortgage loans

 

50,508

 

21,402

 

Residential real estate mortgage loans

 

142,760

 

141,027

 

Commercial, financial, and agricultural loans

 

132,229

 

116,319

 

Real estate-construction and land loans

 

40,232

 

40,543

 

Installment/consumer loans

 

9,152

 

8,565

 

Total loans

 

678,226

 

611,773

 

Net deferred loan costs and fees

 

306

 

370

 

 

 

678,532

 

612,143

 

Allowance for loan losses

 

(13,556

)

(10,837

)

Net loans

 

$

664,976

 

$

601,306

 

 

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 and industrial loans, land loans and consumer loans. The Bank considers its primary lending area to be eastern Long Island in Suffolk County, New York, and a substantial portion of the Bank’s loans are secured by real estate in this area. Accordingly, the ultimate collectability of such a loan portfolio is susceptible to changes in market and economic conditions in this region.

 

Credit Quality Indicators

 

The Company categorizes loans into risk categories 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:

 

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 at delinquency status and have defined weaknesses based on currently existing facts, conditions and values making collection or liquidation in full highly questionable and improbable.

 

17



 

 

The following table represents loans by class categorized by internally assigned risk grades as of June 30, 2012 and December 31, 2011:

 

 

 

Grades:

 

June 30, 2012

 

Pass

 

Special Mention

 

Substandard

 

Doubtful

 

Total

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Originated loans

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

110,166

 

$

11,065

 

10,491

 

$

 

$

131,722

 

Non-owner occupied

 

143,793

 

9,243

 

2,943

 

 

155,979

 

Multi-Family

 

50,508

 

 

 

 

50,508

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

First lien

 

72,904

 

 

1,343

 

1,121

 

75,368

 

Home equity

 

56,402

 

578

 

1,689

 

 

58,669

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

Secured

 

56,855

 

2,210

 

5,562

 

 

64,627

 

Unsecured

 

63,030

 

1,252

 

1,165

 

16

 

65,463

 

Real estate construction and land loans

 

36,008

 

 

3,170

 

250

 

39,428

 

Installment/consumer loans

 

8,452

 

195

 

114

 

 

8,761

 

Total loans

 

$

598,118

 

$

24,543

 

$

26,477

 

$

1,387

 

$

650,525

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

11,950

 

$

402

 

$

449

 

$

 

$

12,801

 

Non-owner occupied

 

2,354

 

489

 

 

 

2,843

 

Multi-Family

 

 

 

 

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

First lien

 

 

 

 

 

 

Home equity

 

8,723

 

 

 

 

8,723

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

Secured

 

732

 

 

117

 

 

849

 

Unsecured

 

1,096

 

163

 

31

 

 

1,290

 

Real estate construction and land loans

 

523

 

 

281

 

 

804

 

Installment/consumer loans

 

391

 

 

 

 

391

 

Total loans

 

$

25,769

 

$

1,054

 

$

878

 

$

 

$

27,701

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

122,116

 

$

11,467

 

$

10,940

 

$

 

$

144,523

 

Non-owner occupied

 

146,147

 

9,732

 

2,943

 

 

158,822

 

Multi-Family

 

50,508

 

 

 

 

50,508

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

First lien

 

72,904

 

 

1,343

 

1,121

 

75,368

 

Home equity

 

65,125

 

578

 

1,689

 

 

67,392

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

Secured

 

57,587

 

2,210

 

5,679

 

 

65,476

 

Unsecured

 

64,126

 

1,415

 

1,196

 

16

 

66,753

 

Real estate construction and land loans

 

36,531

 

 

3,451

 

250

 

40,232

 

Installment/consumer loans

 

8,843

 

195

 

114

 

 

9,152

 

Total loans

 

$

623,887

 

$

25,597

 

$

27,355

 

$

1,387

 

$

678,226

 

 

18



 

 

 

 

Grades:

 

December 31, 2011

 

Pass

 

Special Mention

 

Substandard

 

Doubtful

 

Total

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Originated loans

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

107,659

 

$

14,752

 

$

9,433

 

$

 

$

131,844

 

Non-owner occupied

 

123,602

 

8,950

 

2,982

 

 

135,534

 

Multi-Family

 

21,402

 

 

 

 

21,402

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

First lien

 

64,725

 

 

1,351

 

1,223

 

67,299

 

Home equity

 

61,075

 

584

 

1,972

 

225

 

63,856

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

Secured

 

50,671

 

4,135

 

3,090

 

 

57,896

 

Unsecured

 

51,253

 

1,435

 

1,080

 

9

 

53,777

 

Real estate construction and land loans

 

35,979

 

 

4,050

 

250

 

40,279

 

Installment/consumer loans

 

7,689

 

264

 

18

 

 

7,971

 

Total loans

 

$

524,055

 

$

30,120

 

$

23,976

 

$

1,707

 

$

579,858

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

13,003

 

$

223

 

$

406

 

$

 

$

13,632

 

Non-owner occupied

 

2,414

 

493

 

 

 

2,907

 

Multi-Family

 

 

 

 

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

First lien

 

 

 

 

 

 

Home equity

 

9,872

 

 

 

 

9,872

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

Secured

 

2,015

 

123

 

118

 

 

2,256

 

Unsecured

 

2,168

 

178

 

44

 

 

2,390

 

Real estate construction and land loans

 

 

 

264

 

 

264

 

Installment/consumer loans

 

594

 

 

 

 

594

 

Total loans

 

$

30,066

 

$

1,017

 

$

832

 

$

 

$

31,915

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

120,662

 

$

14,975

 

$

9,839

 

$

 

$

145,476

 

Non-owner occupied

 

126,016

 

9,443

 

2,982

 

 

138,441

 

Multi-Family

 

21,402

 

 

 

 

21,402

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

First lien

 

64,725

 

 

1,351

 

1,223

 

67,299

 

Home equity

 

70,947

 

584

 

1,972

 

225

 

73,728

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

Secured

 

52,686

 

4,258

 

3,208

 

 

60,152

 

Unsecured

 

53,421

 

1,613

 

1,124

 

9

 

56,167

 

Real estate construction and land loans

 

35,979

 

 

4,314

 

250

 

40,543

 

Installment/consumer loans

 

8,283

 

264

 

18

 

 

8,565

 

Total loans

 

$

554,121

 

$

31,137

 

$

24,808

 

$

1,707

 

$

611,773

 

 

19



 

 

Past Due and Nonaccrual Loans

 

The following table represents the aging of the recorded investment in past due loans as of June 30, 2012 and December 31, 2011 by class of loans, as defined by ASC 310-10:

 

June 30, 2012

 

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

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

87

 

$

 

$

 

$

432

 

$

519

 

$

131,203

 

$

131,722

 

Non-owner occupied

 

 

 

 

 

 

155,979

 

155,979

 

Multi-Family

 

 

 

 

 

 

50,508

 

50,508

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien

 

489

 

 

 

1,121

 

1,610

 

73,758

 

75,368

 

Home equity

 

877

 

 

 

1,061

 

1,938

 

56,731

 

58,669

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

123

 

 

246

 

369

 

64,258

 

64,627

 

Unsecured

 

226

 

17

 

 

229

 

472

 

64,991

 

65,463

 

Real estate construction and land loans

 

 

 

 

250

 

250

 

39,178

 

39,428

 

Installment/consumer loans

 

1

 

 

 

 

1

 

8,760

 

8,761

 

Total loans

 

$

1,680

 

$

140

 

$

 

$

3,339

 

$

5,159

 

$

645,366

 

$

650,525

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

 

$

 

$

448

 

$

 

$

448

 

$

12,353

 

$

12,801

 

Non-owner occupied

 

 

 

 

 

 

2,843

 

2,843

 

Multi-Family

 

 

 

 

 

 

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

8,723

 

8,723

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

13

 

 

 

 

13

 

836

 

849

 

Unsecured

 

 

 

 

 

 

1,290

 

1,290

 

Real estate construction and land loans

 

 

 

 

 

 

804

 

804

 

Installment/consumer loans

 

4

 

 

 

 

4

 

387

 

391

 

Total loans

 

$

17

 

$

 

$

448

 

$

 

$

465

 

$

27,236

 

$

27,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

87

 

$

 

$

448

 

$

432

 

$

967

 

$

143,556

 

$

144,523

 

Non-owner occupied

 

 

 

 

 

 

158,822

 

158,822

 

Multi-Family

 

 

 

 

 

 

50,508

 

50,508

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien

 

489

 

 

 

1,121

 

1,610

 

73,758

 

75,368

 

Home equity

 

877

 

 

 

1,061

 

1,938

 

65,454

 

67,392

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

13

 

123

 

 

246

 

382

 

65,094

 

65,476

 

Unsecured

 

226

 

17

 

 

229

 

472

 

66,281

 

66,753

 

Real estate construction and land loans

 

 

 

 

250

 

250

 

39,982

 

40,232

 

Installment/consumer loans

 

5

 

 

 

 

5

 

9,147

 

9,152

 

Total loans

 

$

1,697

 

$

140

 

$

448

 

$

3,339

 

$

5,624

 

$

672,602

 

$

678,226

 

 

20



 

 

December 31, 2011

 

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

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Originated loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

485

 

$

1,281

 

$

 

$

449

 

$

2,215

 

$

129,629

 

$

131,844

 

Non-owner occupied

 

 

 

 

 

 

135,534

 

135,534

 

Multi-Family

 

 

 

 

 

 

21,402

 

21,402

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien

 

 

 

 

1,561

 

1,561

 

65,738

 

67,299

 

Home equity

 

448

 

255

 

 

1,382

 

2,085

 

61,771

 

63,856

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

479

 

479

 

57,417

 

57,896

 

Unsecured

 

 

53

 

 

40

 

93

 

53,684

 

53,777

 

Real estate construction and land loans

 

 

 

 

250

 

250

 

40,029

 

40,279

 

Installment/consumer loans

 

1

 

 

 

 

1

 

7,970

 

7,971

 

Total loans

 

$

934

 

$

1,589

 

$

 

$

4,161

 

$

6,684

 

$

573,174

 

$

579,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

 

$

 

$

406

 

$

 

$

406

 

$

13,226

 

$

13,632

 

Non-owner occupied

 

 

 

 

 

 

2,907

 

2,907

 

Multi-Family

 

 

 

 

 

 

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

9,872

 

9,872

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

2,256

 

2,256

 

Unsecured

 

 

 

 

 

 

2,390

 

2,390

 

Real estate construction and land loans

 

 

 

 

 

 

264

 

264

 

Installment/consumer loans

 

 

 

5

 

 

5

 

589

 

594

 

Total loans

 

$

 

$

 

$

411

 

$

 

$

411

 

$

31,504

 

$

31,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

485

 

$

1,281

 

$

406

 

$

449

 

$

2,621

 

$

142,855

 

$

145,476

 

Non-owner occupied

 

 

 

 

 

 

138,441

 

138,441

 

Multi-Family

 

 

 

 

 

 

21,402

 

21,402

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First lien

 

 

 

 

1,561

 

1,561

 

65,738

 

67,299

 

Home equity

 

448

 

255

 

 

1,382

 

2,085

 

71,643

 

73,728

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

479

 

479

 

59,673

 

60,152

 

Unsecured

 

 

53

 

 

40

 

93

 

56,074

 

56,167

 

Real estate construction and land loans

 

 

 

 

250

 

250

 

40,293

 

40,543

 

Installment/consumer loans

 

1

 

 

5

 

 

6

 

8,559

 

8,565

 

Total loans

 

$

934

 

$

1,589

 

$

411

 

$

4,161

 

$

7,095

 

$

604,678

 

$

611,773

 

 

All loans 90 days or more past due that are still accruing interest represent loans that were acquired from Hamptons State Bank on May 27, 2011 and were recorded at fair value upon acquisition. These loans are considered to be accruing as management can reasonably estimate future cash flows on these acquired loans and expect to fully collect the carrying value of these loans. Therefore, the difference between the carrying value of these loans and their expected cash flows is being accreted into income.

 

21



 

 

Impaired Loans

 

As of June 30, 2012 and December 31, 2011, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $8.7 million and $9.0 million, respectively. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and troubled debt restructured (“TDR”) loans. For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22.  Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required. These methods of fair value measurement for impaired loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5.

 

The following table represents impaired loans by class at June 30, 2012 and December 31, 2011:

 

June 30, 2012

 

Recorded
Investment

 

Unpaid Principal
Balance

 

Related Allocated
Allowance

 

(In thousands)

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Owner occupied

 

$

4,284

 

$

4,339

 

$

 

Non-owner occupied

 

916

 

916

 

 

Residential real estate:

 

 

 

 

 

 

 

First lien

 

1,461

 

1,594

 

 

Home equity

 

593

 

850

 

 

Commercial:

 

 

 

 

 

 

 

Secured

 

369

 

373

 

 

Unsecured

 

 

 

 

Real estate construction and land loans

 

250

 

371

 

 

Installment/consumer loans

 

 

 

 

Total with no related allowance recorded

 

$

7,873

 

$

8,443

 

$

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Residential real estate - Home equity

 

$

468

 

$

473

 

$

236

 

Commercial - Secured

 

150

 

155

 

154

 

Commercial - Unsecured

 

196

 

215

 

162

 

Total with an allowance recorded:

 

$

814

 

$

843

 

$

552

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Owner occupied

 

$

4,284

 

$

4,339

 

$

 

Non-owner occupied

 

916

 

916

 

 

Residential real estate:

 

 

 

 

 

 

 

First lien

 

1,461

 

1,594

 

 

Home equity

 

1,061

 

1,323

 

236

 

Commercial:

 

 

 

 

 

 

 

Secured

 

519

 

528

 

154

 

Unsecured

 

196

 

215

 

162

 

Real estate construction and land loans

 

250

 

371

 

 

Installment/consumer loans

 

 

 

 

Total

 

$

8,687

 

$

9,286

 

$

552

 

 

22



 

 

December 31, 2011

 

Recorded
Investment

 

Unpaid Principal
Balance

 

Related Allocated
Allowance

 

(In thousands)

 

 

 

 

 

 

 

With no related allowance recorded:

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Owner occupied

 

$

4,163

 

$

4,206

 

$

 

Non-owner occupied

 

916

 

916

 

 

Residential real estate:

 

 

 

 

 

 

 

First lien

 

338

 

344

 

 

Home equity

 

688

 

860

 

 

Commercial:

 

 

 

 

 

 

 

Secured

 

533

 

533

 

 

Unsecured

 

 

 

 

Real estate construction and land loans

 

250

 

371

 

 

Installment/consumer loans

 

 

 

 

Total with no related allowance recorded

 

$

6,888

 

$

7,230

 

$

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

Residential real estate - First lien

 

$

1,223

 

$

1,329

 

$

76

 

Residential real estate - Home equity

 

693

 

700

 

29

 

Commercial - Secured

 

219

 

229

 

162

 

Total with an allowance recorded:

 

$

2,135

 

$

2,258

 

$

267

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Owner occupied

 

$

4,163

 

$

4,206

 

$

 

Non-owner occupied

 

916

 

916

 

 

Residential real estate:

 

 

 

 

 

 

 

First lien

 

1,561

 

1,673

 

76

 

Home equity

 

1,381

 

1,560

 

29

 

Commercial:

 

 

 

 

 

 

 

Secured

 

752

 

762

 

162

 

Unsecured

 

 

 

 

Real estate construction and land loans

 

250

 

371

 

 

Installment/consumer loans

 

 

 

 

Total

 

$

9,023

 

$

9,488

 

$

267

 

 

23



 

 

The following table represents the average recoded investment and interest income recognized for impaired loans by class for the three and six months ended June 30, 2012 and 2011:

 

 

 

Three months ended June 30,

 

 

 

Average
Recorded
Investment

 

Interest Income
Recognized

 

Average
Recorded
Investment

 

Interest Income
Recognized

 

(In thousands)

 

2012

 

2011

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

4,312

 

$

44

 

$

3,722

 

$

25

 

Non-owner occupied

 

916

 

15

 

228

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

First lien

 

1,470

 

9

 

1,247

 

 

Home equity

 

801

 

 

607

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Secured

 

370

 

5

 

150

 

 

Unsecured

 

 

 

 

 

Real estate construction and land loans

 

250

 

 

3,339

 

 

Installment/consumer loans

 

 

 

 

 

Total with no related allowance recorded

 

$

8,119

 

$

73

 

$

9,293

 

$

25

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

Residential real estate - Home equity

 

$

471

 

$

 

$

942

 

$

 

Commercial - Secured

 

152

 

 

 

 

 

 

Commercial - Unsecured

 

202

 

 

239

 

 

Total with an allowance recorded:

 

$

825

 

$

 

$

1,181

 

$

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

4,312

 

$

44

 

$

3,722

 

$

25

 

Non-owner occupied

 

916

 

15

 

228

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

First lien

 

1,470

 

9

 

1,247

 

 

Home equity

 

1,272

 

 

1,549

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Secured

 

522

 

5

 

150

 

 

Unsecured

 

202

 

 

239

 

 

Real estate construction and land loans

 

250

 

 

3,339

 

 

Installment/consumer loans

 

 

 

 

 

Total

 

$

8,944

 

$

73

 

$

10,474

 

$

25

 

 

24



 

 

 

 

Six months ended June 30,

 

 

 

Average
Recorded
Investment

 

Interest Income
Recognized

 

Average
Recorded
Investment

 

Interest Income
Recognized

 

(In thousands)

 

2012

 

2011

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

4,310

 

$

86

 

$

3,727

 

$

52

 

Non-owner occupied

 

916

 

30

 

228

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

First lien

 

1,506

 

15

 

1,254

 

 

Home equity

 

822

 

 

625

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Secured

 

371

 

10

 

150

 

 

Unsecured

 

 

 

 

 

Real estate construction and land loans

 

250

 

 

3,377

 

 

Installment/consumer loans

 

 

 

 

 

Total with no related allowance recorded

 

$

8,175

 

$

141

 

$

9,361

 

$

52

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

Residential real estate - Home equity

 

$

472

 

$

 

$

945

 

$

 

Commercial - Secured

 

155

 

 

 

 

 

 

Commercial - Unsecured

 

208

 

 

239

 

 

Total with an allowance recorded:

 

$

835

 

$

 

$

1,184

 

$

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

Owner occupied

 

$

4,310

 

$

86

 

$

3,727

 

$

52

 

Non-owner occupied

 

916

 

30

 

228

 

 

Residential real estate:

 

 

 

 

 

 

 

 

 

First lien

 

1,506

 

15

 

1,254

 

 

Home equity

 

1,294

 

 

1,570

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Secured

 

526

 

10

 

150

 

 

Unsecured

 

208

 

 

239

 

 

Real estate construction and land loans

 

250

 

 

3,377

 

 

Installment/consumer loans

 

 

 

 

 

Total

 

$

9,010

 

$

141

 

$

10,545

 

$

52

 

 

The Bank had no foreclosed real estate at June 30, 2012 and December 31, 2011, respectively.

 

Troubled Debt Restructurings

 

The terms of certain loans were modified and are considered TDR. 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 default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

 

The terms of certain other loans were modified during the quarter ending June 30, 2012 that did not meet the definition of a TDR. These loans have a total recorded investment as of June 30, 2012 of $28.2 million. The modification of these loans involved a modification of the terms of loans to borrowers who were not experiencing financial difficulties or did not involve a concession to the borrower.

 

The following table presents loans by class modified as troubled debt restructurings that occurred during the six months ended June 30, 2012:

 

25



 

 

 

 

For the Six Months Ended

 

 

 

June 30, 2012

 

(In thousands)

 

Number of
Contracts

 

Pre-Modification
Outstanding Recorded
Investment

 

Post-Modification
Outstanding Recorded
Investment

 

Troubled Debt Restructurings

 

 

 

 

 

 

 

Originated loans

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

Owner occupied

 

1

 

$

163

 

$

162

 

Non-owner occupied

 

 

 

 

Multi-Family

 

 

 

 

Residential real estate:

 

 

 

 

 

 

 

First lien

 

 

 

 

Home equity

 

 

 

 

Commercial:

 

 

 

 

 

 

 

Secured

 

 

 

 

Unsecured

 

 

 

 

Real estate construction and land loans

 

 

 

 

Installment/consumer loans

 

 

 

 

Total loans

 

1

 

$

163

 

$

162

 

 

There were two loans modified as TDRs for which there was a payment default within twelve months following the modification. These loans have since made the required payments and are current with the terms of the agreements. 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, 2012 and December 31, 2011, the Company had $1.3 million and $2.0 million, respectively of nonaccrual TDR loans. As of June 30, 2012, one of the borrowers with loans totaling $0.2 million is complying with the modified terms of the loans and is currently making payments. Another borrower with loans totaling $1.1 million is past due but currently making payments. The decrease in nonaccrual TDR loans at June 30, 2012 was due to the reclassification of a $0.3 million nonaccrual TDR loan to a performing TDR as the borrower has made six months of consecutive payments in line with the restructured terms.  In addition, there was a charge-off of $0.3 million during the first quarter 2012.  Total nonaccrual TDR loans are secured with collateral that has an appraised value of $1.7 million. Furthermore, the Bank has no commitment to lend additional funds to these debtors.

 

In addition, the Company has six borrowers with performing TDR loans of $5.4 million at June 30, 2012 that are current and secured with collateral that has an appraised value of approximately $15.1 million.  At December 31, 2011, the Company had four borrowers with TDR loans of $4.9 million that were current and secured with collateral that had an appraised value of approximately $11.5 million as well as personal guarantees. Management believes that the ultimate collection of principal and interest is reasonably assured and therefore continues to recognize interest income on an accrual basis. In addition, the Bank has no commitment to lend additional funds to these debtors.

 

7. ALLOWANCE FOR LOAN LOSSES

 

Management considers the accounting policy on the allowance for loan losses to be the most critical and requires complex management judgment as discussed below. The judgments made regarding the allowance for loan losses can have a material effect on the results of operations of the Company.

 

The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses inherent in the Bank’s loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual valuation allowances and loan pool valuation allowances.

 

The Bank monitors its entire loan portfolio on a regular basis, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance.

 

Individual valuation allowances are established in connection with specific loan reviews and the asset classification process including the procedures for impairment testing under FASB Accounting Standard Codification (“ASC”) No. 310, “Receivables”. Such valuation,

 

26



 

 

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 and industrial 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 and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, we evaluate and consider the allowance ratios and coverage percentages of both peer group and regulatory agency data. These evaluations are inherently subjective because, even though they are based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. If the evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses.

 

The Credit Risk Committee is comprised of members of both management and the Board of Directors. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the Credit Risk Committee, based on its risk assessment of the entire portfolio. Based on the Credit Risk Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at June 30, 2012, December 31, 2011, June 30, 2011, 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 table represents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment, as defined under ASC 310-10, and based on impairment method as of June 30, 2012 and December 31, 2011. Additionally, the following tables represent the changes in the allowance for loan losses for the six month period ended June 30, 2012 and 2011, and the twelve month period ended December 31, 2011, by portfolio segment, as defined under 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, 2012

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial
and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,422

 

$

750

 

$

2,288

 

$

3,181

 

$

1,435

 

$

240

 

$

11,316

 

Charge-offs

 

 

 

(250

)

(26

)

 

(9

)

(285

)

Recoveries

 

 

 

2

 

6

 

 

17

 

25

 

Provision

 

1,025

 

299

 

839

 

409

 

(107

)

35

 

2,500

 

Ending Balance

 

$

4,447

 

$

1,049

 

$

2,879

 

$

3,570

 

$

1,328

 

$

283

 

$

13,556

 

 

27



 

 

 

 

For the Six Months Ended June 30, 2012

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-
Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Originated loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,530

 

$

395

 

$

2,280

 

$

2,895

 

$

1,465

 

$

272

 

$

10,837

 

Charge-offs

 

 

 

(550

)

(102

)

 

(13

)

(665

)

Recoveries

 

 

 

3

 

36

 

 

20

 

59

 

Provision

 

917

 

654

 

1,146

 

741

 

(137

)

4

 

3,325

 

Ending Balance

 

$

4,447

 

$

1,049

 

$

2,879

 

$

3,570

 

$

1,328

 

$

283

 

$

13,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

236

 

$

316

 

$

 

$

 

$

552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

4,447

 

$

1,049

 

$

2,643

 

$

3,254

 

$

1,328

 

$

283

 

$

13,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

287,701

 

$

50,508

 

$

134,037

 

$

130,090

 

$

39,428

 

$

8,761

 

$

650,525

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

5,200

 

$

 

$

2,522

 

$

715

 

$

250

 

$

 

$

8,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

282,501

 

$

50,508

 

$

131,515

 

$

129,375

 

$

39,178

 

$

8,761

 

$

641,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: loans acquired with deteriorated credit quality

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Charge-offs

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

Provision

 

 

 

 

 

 

 

 

Ending Balance

 

$

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

15,644

 

$

 

$

8,723

 

$

2,139

 

$

804

 

$

391

 

$

27,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

14,962

 

$

 

$

8,723

 

$

1,942

 

$

522

 

$

391

 

$

26,540

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: loans acquired with deteriorated credit quality (1)

 

$

682

 

$

 

$

 

$

197

 

$

282

 

$

 

$

1,161

 

 

28



 

 

 

 

For the Six Months Ended June 30, 2012

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-
Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,530

 

$

395

 

$

2,280

 

$

2,895

 

$

1,465

 

$

272

 

$

10,837

 

Charge-offs

 

 

 

(550

)

(102

)

 

(13

)

(665

)

Recoveries

 

 

 

3

 

36

 

 

20

 

59

 

Provision

 

917

 

654

 

1,146

 

741

 

(137

)

4

 

3,325

 

Ending Balance

 

$

4,447

 

1,049

 

2,879

 

3,570

 

1,328

 

283

 

$

13,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

236

 

$

316

 

$

 

$

 

$

552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

4,447

 

$

1,049

 

$

2,643

 

$

3,254

 

$

1,328

 

$

283

 

$

13,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

303,345

 

$

50,508

 

$

142,760

 

$

132,229

 

$

40,232

 

$

9,152

 

$

678,226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

5,200

 

$

 

$

2,522

 

$

715

 

$

250

 

$

 

$

8,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

297,463

 

$

50,508

 

$

140,238

 

$

131,317

 

$

39,700

 

$

9,152

 

$

668,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: loans acquired with deteriorated credit quality 1)

 

$

682

 

$

 

$

 

$

197

 

$

282

 

$

 

$

1,161

 

 

(1) Includes loans acquired on May 27, 2011 from Hamptons State Bank.

 

29



 

 

 

 

For the Twelve Months Ended December 31, 2011

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-
Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Originated loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,310

 

$

133

 

$

1,642

 

$

2,804

 

$

185

 

$

423

 

$

8,497

 

Charge-offs

 

 

 

(259

)

(372

)

(864

)

(186

)

(1,681

)

Recoveries

 

 

 

6

 

96

 

 

19

 

121

 

Provision

 

220

 

262

 

891

 

367

 

2,144

 

16

 

3,900

 

Ending Balance

 

$

3,530

 

$

395

 

$

2,280

 

$

2,895

 

$

1,465

 

$

272

 

$

10,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

105

 

$

162

 

$

 

$

 

$

267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

3,530

 

$

395

 

$

2,175

 

$

2,733

 

$

1,465

 

$

272

 

$

10,570

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

267,378

 

$

21,402

 

$

131,155

 

$

111,673

 

$

40,279

 

$

7,971

 

$

579,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

5,079

 

$

 

$

2,942

 

$

752

 

$

250

 

$

 

$

9,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

262,299

 

$

21,402

 

$

128,213

 

$

110,921

 

$

40,029

 

$

7,971

 

$

570,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: loans acquired with deteriorated credit quality

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Charge-offs

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

Provision

 

 

 

 

 

 

 

 

Ending Balance

 

$

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

16,539

 

$

 

$

9,872

 

$

4,646

 

$

264

 

$

594

 

$

31,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

15,903

 

$

 

$

9,872

 

$

4,443

 

$

 

$

594

 

$

30,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: loans acquired with deteriorated credit quality (1)

 

$

636

 

$

 

$

 

$

203

 

$

264

 

$

 

$

1,103

 

 

30



 

 

 

 

For the Twelve Months Ended December 31, 2011

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-
Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,310

 

$

133

 

$

1,642

 

$

2,804

 

$

185

 

$

423

 

$

8,497

 

Charge-offs

 

 

 

(259

)

(372

)

(864

)

(186

)

(1,681

)

Recoveries

 

 

 

6

 

96

 

 

19

 

121

 

Provision

 

220

 

262

 

891

 

367

 

2,144

 

16

 

3,900

 

Ending Balance

 

$

3,530

 

395

 

2,280

 

2,895

 

1,465

 

272

 

$

10,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

105

 

$

162

 

$

 

$

 

$

267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

3,530

 

$

395

 

$

2,175

 

$

2,733

 

$

1,465

 

$

272

 

$

10,570

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

283,917

 

$

21,402

 

$

141,027

 

$

116,319

 

$

40,543

 

$

8,565

 

$

611,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: individually evaluated for impairment

 

$

5,079

 

$

 

$

2,942

 

$

752

 

$

250

 

$

 

$

9,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: collectively evaluated for impairment

 

$

278,202

 

$

21,402

 

$

138,085

 

$

115,364

 

$

40,029

 

$

8,565

 

$

601,647

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: loans acquired with deteriorated credit quality (1)

 

$

636

 

$

 

$

 

$

203

 

$

264

 

$

 

$

1,103

 

 

(1) Includes loans acquired on May 27, 2011 from Hamptons State Bank.

 

 

 

For the Three Months Ended June 30, 2011

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial
and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,329

 

$

186

 

$

2,375

 

$

2,463

 

$

368

 

$

294

 

$

9,015

 

Charge-offs

 

 

 

(71

)

(205

)

(150

)

(10

)

(436

)

Recoveries

 

 

 

1

 

7

 

 

7

 

15

 

Provision

 

(406

)

204

 

139

 

672

 

356

 

(66

)

900

 

Ending Balance

 

$

2,923

 

$

390

 

$

2,444

 

$

2,938

 

$

500

 

$

299

 

$

9,494

 

 

 

 

For the Six months Ended June 30, 2011

 

(In thousands)

 

Commercial
Real Estate
Mortgage
Loans

 

Multi-Family

 

Residential
Real Estate
Mortgage
Loans

 

Commercial,
Financial
and
Agricultural
Loans

 

Real Estate
Construction
and Land
Loans

 

Installment/
Consumer
Loans

 

Total

 

Total loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

3,310

 

$

133

 

$

1,642

 

$

2,804

 

$

185

 

$

423

 

$

8,497

 

Charge-offs

 

 

 

(159

)

(226

)

(150

)

(100

)

(635

)

Recoveries

 

 

 

3

 

18

 

 

11

 

32

 

Provision

 

(387

)

257

 

958

 

342

 

465

 

(35

)

1,600

 

Ending Balance

 

$

2,923

 

$

390

 

$

2,444

 

$

2,938

 

$

500

 

$

299

 

$

9,494

 

 

31



 

 

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”. In September 2011, the Bank transferred all of the Plan assets out of the New York State Bankers Association Retirement System to the new Trustee, Bank of America, N.A.

 

The Bridgehampton National Bank Supplemental Executive Retirement Plan (“SERP”) provides benefits to certain employees, as recommended by the Compensation Committee of the Board of Directors and approved by the full Board of Directors, whose benefits under the Pension Plan are limited by the applicable provisions of the Internal Revenue Code. The benefit under the SERP is equal to the additional amount the employee would be entitled to under the Pension Plan and the 401(k) Plan in the absence of such Internal Revenue Code limitations. The assets of the SERP are held in a rabbi trust to maintain the tax-deferred status of the plan and are subject to the general, unsecured creditors of the Company. As a result, the assets of the trust are reflected on the Consolidated Balance Sheets of the Company.  The effective date of the SERP was January 1, 2001.

 

There were no contributions made to the pension plan or the SERP during the six months ended June 30, 2012. In accordance with the SERP, a retired executive received a distribution from the Plan totaling $56,000 during the six months ended June 30, 2012.

 

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.

 

The following table sets forth the components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income:

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

Pension Benefits

 

SERP Benefits

 

Pension Benefits

 

SERP Benefits

 

(In thousands)

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

Service cost

 

$

281

 

$

229

 

$

30

 

$

27

 

$

563

 

$

456

 

$

60

 

$

54

 

Interest cost

 

126

 

121

 

13

 

14

 

252

 

240

 

26

 

28

 

Expected return on plan assets

 

(247

)

(189

)

 

 

(494

)

(377

)

 

 

Amortization of net loss

 

62

 

25

 

 

 

124

 

50

 

 

 

Amortization of unrecognized prior service cost

 

3

 

2

 

 

 

5

 

4

 

 

 

Amortization of unrecognized transition (asset) obligation

 

 

 

7

 

7

 

 

 

14

 

14

 

Net periodic benefit cost

 

$

225

 

$

188

 

$

50

 

$

48

 

$

450

 

$

373

 

$

100

 

$

96

 

 

9.  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

 

At June 30, 2012, December 31, 2011 and June 30, 2011, securities sold under agreements to repurchase totaled $12.3 million, $16.9 million, and $16.2 million, respectively, and were secured by U.S. GSE, residential mortgage-backed securities and residential collateralized mortgage obligations with a carrying amount of $16.7 million, $22.5 million and $23.3 million, respectively.

 

Securities sold under agreements to repurchase are financing arrangements with $2.3 million maturing during the third quarter of 2012, and $10.0 million maturing during the first quarter of 2015.  At maturity, the securities underlying the agreements are returned to the Company. Information concerning the securities sold under agreements to repurchase is summarized as follows:

 

 

 

For the six months ended

 

For the year ended

 

(Dollars in thousands)

 

June 30, 2012

 

June 30, 2011

 

December 31, 2011

 

Average daily balance

 

$

13,155

 

$

16,335

 

$

16,715

 

Average interest rate

 

3.12

%

3.31

%

3.23

%

Maximum month-end balance

 

$

16,722

 

$

16,332

 

$

17,469

 

Weighted average interest rate

 

3.11

%

3.26

%

3.18

%

 

32



 

 

10. FEDERAL HOME LOAN BANK ADVANCES

 

As of June 30, 2012, there was one term advance outstanding from the Federal Home Loan Bank for $15.0 million with a fixed interest rate of 0.43% that will mature during the third quarter of 2012.  The borrowing was collateralized by a blanket lien on residential mortgages.  There were no overnight borrowings outstanding from the Federal Home Loan Bank as of June 30, 2012, June 30, 2011 or December 31, 2011.

 

11.  JUNIOR SUBORDINATED DEBENTURES

 

In December 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the “TPS”), through its wholly-owned subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount of $1,000 per security and are convertible into our common stock, at an effective conversion price of $31 per share.  The TPS mature in 30 years but are callable by the Company at par any time after September 30, 2014.

 

The Company issued $16.0 million of junior subordinated debentures (the “Debentures”) to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the 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 five 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

 

The Company utilized 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.

 

An interest rate swap with a notional amount totaling $15.0 million was entered into on June 28, 2012 and was designated as a cash flow hedge of certain Federal Home Loan Bank advances. The swap was determined to be fully effective during the period 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 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 hedge no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining term of the swap.

 

Summary information about the interest rate swap designated as a cash flow hedge as of June 30, 2012 is as follows:

 

 

 

For the six months ended

 

(Dollars in thousands)

 

June 30, 2012

 

Notional amounts

 

$

15,000

 

Weighted average pay rates

 

0.99

%

Weighted average receive rates

 

0.46

%

Weighted average maturity

 

4.99 years

 

Unrealized gains (losses)

 

$

(34

)

 

Interest expense recorded on this swap transaction totaled $655 for the six months ended June 30, 2012 and is reported as a component of interest expense on FHLB Advances.

 

33



 

 

Cash Flow Hedge

 

The following table presents 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 six months ended June 30, 2012.

 

 

 

2012

 

 

 

Amount of gain

 

Amount of gain

 

Amount of gain (loss)

 

 

 

(loss) recognized

 

(loss) reclassified

 

recognized in other

 

 

 

in OCI

 

from OCI to

 

non interest income

 

(In thousands)

 

(Effective Portion)

 

interest income

 

(Ineffective Portion)

 

Interest rate contracts

 

$

(20

)

$

 

$

 

 

The following table reflects the cash flow hedge included in the Consolidated Balance Sheet as of June 30, 2012:

 

 

 

2012

 

 

 

Notional

 

Fair

 

(In thousands)

 

Amount

 

Value

 

Included in other assets:

 

 

 

 

 

Interest rate swap related to FHLB Advance

 

$

15,000

 

$

(34

)

 

13.  BUSINESS COMBINATIONS

 

On February 8, 2011, the Company announced a definitive merger agreement under which the Bank would acquire Hamptons State Bank (“HSB”). The HSB transaction closed on May 27, 2011 resulting in the addition of total acquired assets on a fair value basis of $68.9 million, with loans of $38.9 million, investment securities of $24.2 million and deposits of $56.9 million. The transaction augments the Bank’s franchise in eastern Long Island and the combined entity serves customers through a network of 21 branches. Under the terms of the Agreement, each share of Hamptons State Bank common stock was converted into 0.3434 shares of the Company’s common stock. The Company issued approximately 273,500 shares, with an aggregate value of $5.85 million and recorded goodwill of $2.03 million which is not tax deductible for tax purposes.

 

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 six month period ended June 30, 2012, include the operating results of HSB.

 

The following summarizes the finalized fair value of the assets acquired and liabilities assumed on May 27, 2011:

 

 

 

 

 

Measurement

 

 

 

 

 

As Initially

 

Period

 

 

 

(In thousands)

 

Reported

 

Adjustments

 

As Adjusted

 

Cash and due from banks

 

$

585

 

$

 

$

585

 

Interest earning deposits with banks

 

1,727

 

 

1,727

 

Securities

 

24,159

 

 

24,159

 

Loans

 

39,051

 

(137

)

38,914

 

Premises and equipment

 

300

 

 

300

 

Core deposit intangible

 

358

 

 

358

 

Other assets

 

2,781

 

54

 

2,835

 

Total Assets Acquired

 

$

68,961

 

$

(83

)

$

68,878

 

 

 

 

 

 

 

 

 

Deposits

 

$

56,940

 

$

 

$

56,940

 

Federal funds purchased and Federal Home Loan Bank overnight borrowings

 

2,000

 

 

2,000

 

Federal Home Loan Bank term advances

 

5,016

 

 

5,016

 

Other liabilities and accrued expenses

 

1,103

 

 

1,103

 

Total Liabilities Assumed

 

$

65,059

 

$

 

$

65,059

 

 

 

 

 

 

 

 

 

Net Assets Acquired

 

3,902

 

(83

)

3,819

 

Consideration Paid

 

5,853

 

 

5,853

 

Goodwill Recorded on Acquisition

 

$

1,951

 

$

83

 

$

2,034

 

 

34



 

 

14.  RECENT ACCOUNTING PRONOUNCEMENTS

 

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-12, “Comprehensive Income (Topic 220) Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05”. In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05. The amendments are being made to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05.

 

In September 2011, the FASB issued Accounting Standards Update No. 2011-8, “Intangibles – Goodwill and Other (Topic 350) Testing Goodwill for Impairment” (“ASU 2011-8”). ASU 2011-8 clarifies the guidance for goodwill impairment testing by allowing companies to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The company would not be required to calculate the fair value of a reporting unit unless the company determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-8 includes a number of events and circumstances for companies to consider in conducting the qualitative assessment. ASU 2011-8 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company has early adopted ASU 2011-8 for its annual impairment test for the year ended December 31, 2011 and it did not have a material impact on the Company.

 

In June 2011, the FASB issued Accounting Standards Update No.2011-5, “Comprehensive Income (Topic 220)” (“ASU 2011-5”). ASU 2011-5 gives companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-5 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this guidance do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-5 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Adoption of ASU 2011-5 did not have a material impact on the Company and the relevant disclosures were included in this document.

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.2011-4, “Fair Value Measurement and Disclosures (Topic 820)” (“ASU 2011-4”). ASU 2011-4 clarifies the guidance for determining fair value including some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This Update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with current accounting guidance. ASU 2011-4 is effective for interim and annual reporting periods ending on or after December 15, 2011. Adoption of AUS 2011-4 did not have a material impact on the Company and the relevant disclosures were included in this document.

 

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.  For this presentation, the Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA.

 

35



 

 

Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demands for loan products; demand for financial services; competition; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in management’s business strategies; changes in accounting principles, policies or guidelines, changes in real estate values; a failure to realize or an unexpected delay in realizing, the growth opportunities and cost savings anticipated from the HSB merger; an unexpected increase in operating costs, customer losses and business disruptions; following the HSB merger; expanded regulatory requirements as a result of the Dodd-Frank Act, which could adversely affect operating results; and other factors discussed elsewhere in this report and factors set forth under Item 1A., Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2011 and in quarterly and other reports filed by the Company with the Securities and Exchange Commission.  The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

 

Overview

 

Who We Are and How We Generate Income

 

Bridge Bancorp, Inc. (the “Company”), a New York corporation, is a bank holding company formed in 1989.  On a parent-only basis, the Company has had minimal results of operations.  The Company is dependent on dividends from its wholly owned subsidiary, The Bridgehampton National Bank (the “Bank”), its own earnings, additional capital raised, and borrowings as sources of funds.  The information in this report reflects principally the financial condition and results of operations of the Bank.  The 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, 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.

 

Principal Products and Services and Locations of Operations

 

The Bank operates twenty one branches in Suffolk County on eastern Long Island. Federally chartered in 1910, the Bank was founded by local farmers and merchants. For a century, the Bank has maintained its focus on building customer relationships in this market area. The mission of the Company is to grow through the provision of exceptional service to its customers, its employees, and the community. The Company strives to achieve excellence in financial performance and build long term shareholder value. The Bank engages in full service commercial and consumer banking business, including accepting time, savings and demand deposits from the consumers, businesses and local municipalities surrounding its branch offices. These deposits, together with funds generated from operations and borrowings, are invested primarily in: (1) commercial real estate loans; (2) home equity loans; (3) construction loans; (4) residential mortgage loans; (5) secured and unsecured commercial and consumer loans; (6) FHLB, FNMA, GNMA, FHLMC and non agency mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (7) New York State and local municipal obligations; and (8) U.S government sponsored entity (“U.S. GSE”) securities. The Bank also offers the CDARS program, providing up to $50.0 million of FDIC insurance to its customers. In addition, the Bank offers merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, individual retirement accounts and investment services through Bridge Investment Services, offering a full range of investment products and services through a third party broker dealer. Through its title insurance abstract subsidiary, the Bank acts as a broker for title insurance services. The Bank’s customer base is comprised principally of small businesses, municipal relationships and consumer relationships.

 

Significant Events

 

On June 27, 2012, the Company filed a new registration statement (the “Registration Statement”) with the Securities and Exchange Commission to continue the Company’s Dividend Reinvestment Plan (the “Plan”).  An additional 800,000 shares of common stock were registered and may be sold to the Company’s stockholders under the Plan.  As of June 26, 2012, the Company had issued approximately 541,103 of the 600,000 shares originally registered for sale pursuant to the Plan when it was adopted in 2009.

 

36



 

 

Quarterly Highlights

 

·                  Net income of $3.1 million and $0.36 per diluted share for the second quarter 2012 compared to $2.5 million or $0.38 per diluted share for the second quarter of 2011. The Company’s net income and earnings per share for the second quarter 2011 included $0.3 million in acquisition costs, net of tax, associated with the HSB merger, which closed in May 2011.

 

·                  Returns on average assets and equity were 0.87% and 11.55%, respectively.

 

·                  Net interest income increased to $11.8 million for the second quarter of 2012 compared to $10.5 million in 2011.

 

·                  Net interest margin was 3.63% for the second quarter of 2012 compared to 4.00% for the 2011 period.

 

·                  Total loans at June 30, 2012 of $678.5 million increased $66.4 million or 10.9% over December 31, 2011 and increased $88.7 million or 15.1% over June 30, 2011.

 

·                  Total assets of $1.40 billion at June 30, 2012, increased $64.8 million or 4.8% compared to December 31, 2011 and increased $209.1 million or 17.5% compared to June 30, 2011.

 

·                  Deposits of $1.23 billion increased $42.3 million or 3.6% over December 31, 2011 and increased $158.2 million or 14.8% compared to June 30, 2011 levels.

 

·                  Allowance for loan losses was 2.00% of total loans as of June 30, 2012 compared to 1.77% at December 31, 2011 and 1.61% at June 30, 2011.

 

·                  Tier 1 Capital increased $36.4 million or 40.9% to $125.5 million as of June 30, 2012, compared to June 30, 2011.

 

·                  A cash dividend of $0.23 per share was declared in July 2012 for the second quarter.

 

Current Environment

 

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was signed by the President. The Act permanently raised the current standard maximum deposit insurance amount to $250,000. Section 331(b) of the Dodd-Frank Act required the FDIC to change the definition of the assessment base from which assessment fees are determined. The new definition for the assessment base is the average consolidated total assets of the insured depository institution less the average tangible equity of the insured depository institution. The new methodology became effective on April 1, 2011 and the Company recorded a reduction in its FDIC assessment fees of $0.4 million in 2011. The financial reform legislation, among other things, created a new Consumer Financial Protection Bureau, tightened capital standards and resulted in new regulations that are expected to increase the cost of operations.

 

On June 12, 2012, the OCC, the Federal Reserve and the FDIC issued proposed rules that would revise capital calculations and requirements. More specifically, the agencies are proposing to revise the risk based and leverage capital requirements consistent with the Basel Committee on Banking Supervision (“Basel III”), implement a new common equity Tier 1 minimum capital requirement, increase the minimum Tier 1 capital requirement, implement a new supplementary leverage ratio, apply limits on capital distributions and certain discretionary incentive payments if the Bank does not hold a specified buffer of common equity Tier 1 capital in addition to the minimum risk based capital requirements, revise the advanced approaches risk based capital rules consistent with Basel III and revise the calculation of risk weighted assets to enhance risk sensitivity.

 

Since the second half of 2007 and continuing through 2010, the financial markets experienced significant volatility resulting from the continued fallout of sub-prime lending and the global liquidity crises. Various government initiatives along with eight rate cuts by the Federal Reserve totaling 500 basis points were designed to improve liquidity for the distressed financial markets. The objective of these efforts was to help consumers, reduce the potential surge of residential mortgage loan foreclosures and stabilize the banking system. Effective as of February 19, 2010, the Federal Reserve increased the discount rate 50 basis points to 0.75%. The Federal Reserve stated that this rate change was intended to normalize their lending facility and to step away from emergency lending to banks. From April 2010 through June 2012 the Federal Reserve decided to maintain the federal funds target rate between 0 and 25 basis points due to a continued national depressed housing market, tight credit markets and as an effort to foster employment. These actions have resulted in a prolonged low interest rate environment reducing yields on interest earning assets and compressing the Company’s net interest margin. In June 2012, the FOMC lowered its expectations for employment and GDP growth.

 

37



 

 

Growth and service strategies have the potential to offset the tighter net interest margin with volume as the customer base grows through expanding the Bank’s footprint, while maintaining and developing existing relationships. Since 2007, the Bank has opened eight new branches. The recent branch openings move the Bank geographically westward and demonstrate its commitment to traditional growth through branch expansion. In May 2011, the Bank acquired HSB which increased the Bank’s presence in an existing market with a branch located in the Village of Southampton. In July 2011, the Bank converted the former HSB customers to the Bank’s core operating system. Management spent considerable time ensuring the transition progressed smoothly for HSB’s former customers and shareholders. Management has demonstrated its ability to successfully integrate the former HSB customers and achieve expected cost savings while continuing to execute its business strategy. Management will continue to seek opportunities to expand its reach into other contiguous markets by network expansion, or through the addition of professionals with established customer relationships.

 

Challenges and Opportunities

 

Despite fiscal and monetary policy initiatives implemented to combat the recession, many signs still point toward economic weakness. The recovery has been tepid with a continuing overhang of foreclosed homes and a marked lack of job creation. This prolonged period of deleveraging, after the debt fueled expansion of the mid 2000’s, has been difficult for many, both in economic and personal terms. Locally, foreclosure rates in Nassau and Suffolk counties have increased sharply over the prior year and the unemployment rate on Long Island has risen compared to 2011.

 

It is against this challenging backdrop that management operates and oversees the Company. The absolute level of interest rates and the potential for them to remain at or near historic lows, for an extended period, creates issues for margin management and heightened risks to the eventuality of higher rates. During the second quarter of 2012, management more proactively managed its interest rate and credit risk. The Company repositioned its balance sheet, as the continuing low rate environment presented opportunities to exit certain positions in the bond portfolio. Securities aggregating $59 million were sold at a net gain of $1.7 million.  A portion of the sales proceeds were used to repay borrowings with the balance available to fund future loan growth. Management believes this strategy was appropriate and prudent given current market indicators.

 

Although the Bank’s asset quality measures remain strong, management believes it is prudent to continue protecting against developing negative trends. This quarter management has witnessed a marked change in the perception of the domestic economy. Statistically, job creation has dramatically slowed and GDP forecasts have been reduced. Moreover, the budgetary problems that continue in Europe and other parts of the world have contributed to economic uncertainty. Global stock markets have declined, as have market interest rates. These trends signaled the need for management to be more guarded in its assessment of the overall economy and, ultimately to increase the allowance for loan losses.

 

The prospects of the financial services sector and the Company continue to be impacted by the final outcome of the implementation of the Dodd-Frank Act.  This Act includes the repeal of Regulation Q, which prohibited the payment of interest on checking accounts, and the Durbin Amendment, which establishes fixed interchange fees and could impact future revenues and expenses.  The Company is awaiting the expected new rules, regulations and related compliance and process changes and will expand its compliance resources appropriately. The proposed changes to calculating capital under Basel III may increase the complexity and level of capital requirements. The Bank continues to collaborate with its primary regulator to ensure compliance with current requirements and interpretations. It is the belief of management that its strong risk management culture is a primary reason for its long term success and management views the current challenges as opportunities to expand its business and deliver the promise of successful community banking to its customers and shareholders. Management must maintain its stringent underwriting standards and diligently monitor credit concentrations and exposures as the Company grows.  Management needs to prudently price all products and structure its balance sheet for the eventuality of higher rates. Management seeks new sources of revenue while monitoring expenditures and identifying opportunities to achieve efficiencies.  Finally, management must capitalize on current competitors’ dislocations and distractions while investing in infrastructure and technology to be prepared for the evolving competitive landscape.

 

Corporate objectives for 2012 include: leveraging our expanding branch network to build customer relationships and grow loans and deposits; focusing on opportunities and processes that continue to enhance the customer experience at the Bank; improving operational efficiencies and prudent management of non-interest expense; and maximizing non-interest income through Bridge Abstract as well as other lines of business. Management remains committed to branch based banking and in June 2012, the Company opened its 21st branch in Ronkonkoma, near MacArthur Airport, a regional transportation hub. The Bank also received regulatory approval to open two additional branches in Suffolk County, NY: Hauppauge and Shelter Island.  The Company expects to open these locations during the first quarter of 2013. The Company expects to roll out its new electronic banking platform in the fourth quarter of 2012. This will allow the Company to enhance the delivery of current technology, and more importantly, effectively deliver the next generation of products and services to its existing and new customer base. The ability to attract, retain, train and cultivate employees at all levels of the Company remains significant to meeting corporate objectives. The Company has made great progress toward the achievement of these objectives, and avoided many of the problems facing other financial institutions as a result of maintaining

 

38



 

 

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

 

Critical Accounting Policies

 

Allowance for Loan Losses

 

Management considers the accounting policy on the allowance for loan losses to be the most critical and requires complex management judgment as discussed below. The judgments made regarding the allowance for loan losses can have a material effect on the results of operations of the Company.

 

The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses inherent in the Bank’s loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual valuation allowances and loan pool valuation allowances. If the allowance for loan losses is not sufficient to cover actual loan losses, the Company’s earnings could decrease.

 

The Bank monitors its entire loan portfolio on a regular basis, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance.

 

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

 

Loan pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike individual allowances, have not been allocated to particular problem assets. Pool evaluations are broken down into loans with homogenous characteristics by loan type and include commercial real estate mortgages, owner and non-owner occupied; multi-family mortgages; residential real estate mortgages, first lien and home equity; commercial loans, secured and unsecured; installment/consumer loans; and real estate construction and land loans. The determination of the adequacy of the valuation allowance is a process that takes into consideration a variety of factors. The Bank has developed a range of valuation allowances necessary to adequately provide for probable incurred losses inherent in each pool of loans. We consider our own charge-off history along with the growth in the portfolio as well as the Bank’s credit administration and asset management philosophies and procedures, and concentrations in the portfolio when determining the allowances for each pool. In addition, we evaluate and consider the credit’s risk rating which includes management’s evaluation of: cash flow, collateral, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, we evaluate and consider the allowance ratios and coverage percentages of both peer group and regulatory agency data. These evaluations are inherently subjective because, even though they are based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. If the evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses.

 

The Credit Risk Committee is comprised of members of both management and the Board of Directors. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the Credit Risk Committee, based on its risk assessment of the entire portfolio. Based on the Credit Risk Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at June 30, 2012, management believes the allowance for loan losses has been established at levels sufficient to cover the probable incurred losses in the Bank’s loan portfolio. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the

 

39



 

 

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.

 

Acquired Loans

 

Loans that were acquired from the acquisition of HSB on May 27, 2011 are recorded at fair value with no carryover of the related allowance for loan losses. After acquisition, losses are recognized by an increase in the allowance for loan losses. Determining fair value of the loans involves estimating the amount and timing of expected principal and interest cash flows to be collected on the loans and discounting those cash flows at a market interest rate. Some of the loans at time of acquisition showed evidence of credit deterioration since origination.

 

For purchased credit impaired loans, the excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. The nonaccretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent increases to the expected cash flows result in the reversal of a corresponding amount of the nonaccretable discount which is then reclassified as accretable discount and recognized into interest income over the remaining life of the loan using the interest method. Subsequent decreases to the expected cash flows require us to evaluate the need for an addition to the allowance for loan losses.

 

Purchased credit impaired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if management can reasonably estimate the timing and amount of the expected cash flows on such loans and if management expects to fully collect the new carrying value of the loans. As such, management may no longer consider the loans to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount.

 

Net Income

 

Net income for the three months ended June 30, 2012 was $3.1 million and $0.36 per diluted share as compared to $2.5 million and $0.38 per diluted share for the same period in 2011.  The 23.7% increase reflects growth in net interest income and non interest income partially offset by higher credit costs and increased operating expenses. Changes for the three months ended June 30, 2012 compared to June 30, 2011 include: (i) a $1.3 million or 12.9% increase in net interest income as a result of growth in interest earning assets primarily related to loans; (ii) a $1.6 million or 177.8% increase in the provision for loan losses; (iii) a $2.0 million or 108.2% increase in total non interest income as a result of net securities gains of $1.7 million and higher service charges and fees for other customer services of $0.2 million; (iv) a $0.2 million or 78.7% increase in title fee income; and (v) an $0.8 million or 10.1% increase in total non interest expense due to (vi) a $0.9 million increase in salaries and employee benefits related to increased staffing levels; (vii) an increase of $0.3 million in other operating expenses offset by a decrease of $0.4 million acquisition costs associated with the HSB merger that were incurred during three months ended June 30, 2011. The effective income tax rate was 32.5% for the quarter ended June 30, 2012 compared to 31.2% for the same period last year.

 

Net income for the six months ended June 30, 2012 was $6.0 million and $0.71 per diluted share as compared to $4.6 million and $0.71 per diluted share for the same period in 2011. Changes for the six months ended June 30, 2012 compared to June 30, 2011 include: (i) a $3.0 million or 14.6% increase in net interest income as a result of growth in interest earning assets primarily related to loans; (ii) a $1.7 million or 107.8% increase in the provision for loan losses; (iii) a $2.5 million or 75.5% increase in total non interest income as a result of net securities gains of $2.0 million and higher service charges and fees for other customer services of $0.4 million; and (iv) a $1.6 million or 10.5% increase in total non-interest expense due to (1) a $1.8 million increase in salaries and employee benefits related to increased staffing levels; (2) a $0.3 million increase in other operating expenses, (3) a $0.1 million decrease in FDIC assessment as a result of the new calculation of the deposit insurance assessment; (4) a $0.6 million decline in acquisition costs associated with the HSB merger that was incurred during six months ended June 30, 2011, and (5) a $0.2 million increase as a result of the cost of extinguishment of debt. The effective income tax rate was 32.1% for the six months ended June 30, 2012 compared to 31.1% for the same period last year.

 

Analysis of Net Interest Income

 

Net interest income, the primary contributor to earnings, represents the difference between income on interest earning assets and expenses on interest bearing liabilities. Net interest income depends upon the volume of interest earning assets and interest bearing liabilities and the interest rates earned or paid on them.

 

40



 

 

The following tables set forth certain information relating to the Company’s average consolidated balance sheets and its consolidated statements of income for the periods indicated and reflect the average yield on assets and average cost of liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown.  Average balances are derived from daily average balances and include nonaccrual loans.  The yields and costs include fees, which are considered adjustments to yields.  Interest on nonaccrual loans has been included only to the extent reflected in the consolidated statements of income.  For purposes of this table, the average balances for investments in debt and equity securities exclude unrealized appreciation/depreciation due to the application of FASB ASC 320, “Investments - Debt and Equity Securities.”

 

 

 

Three months ended June 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

Average

 

 

 

Yield/

 

Average

 

 

 

Yield/

 

(In thousands)

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net (1)

 

$

649,420

 

$

9,764

 

6.05

%

$

544,094

 

$

8,564

 

6.31

%

Mortgage-backed securities

 

331,602

 

2,064

 

2.50

 

274,910

 

2,385

 

3.48

 

Tax exempt securities (2)

 

144,051

 

982

 

2.74

 

110,034

 

1,084

 

3.95

 

Taxable securities

 

192,764

 

1,192

 

2.49

 

93,053

 

637

 

2.75

 

Deposits with banks

 

27,284

 

18

 

0.27

 

65,292

 

41

 

0.25

 

Total interest earning assets

 

1,345,121

 

14,020

 

4.19

 

1,087,383

 

12,711

 

4.69

 

Non interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

22,130

 

 

 

 

 

20,617

 

 

 

 

 

Other assets

 

51,597

 

 

 

 

 

43,256

 

 

 

 

 

Total assets

 

$

1,418,848

 

 

 

 

 

$

1,151,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market deposits

 

$

722,023

 

$

931

 

0.52

%

$

626,524

 

$

1,025

 

0.66

%

Certificates of deposit of $100,000 or more

 

135,585

 

367

 

1.09

 

94,659

 

245

 

1.04

 

Other time deposits

 

41,994

 

109

 

1.04

 

42,669

 

126

 

1.18

 

Federal funds purchased and repurchase agreements

 

41,756

 

115

 

1.11

 

16,392

 

135

 

3.30

 

Federal Home Loan Bank term advances

 

7,527

 

8

 

0.43

 

330

 

 

 

Junior Subordinated Debentures

 

16,002

 

342

 

8.60

 

16,002

 

341

 

8.55

 

Total interest bearing liabilities

 

964,887

 

1,872

 

0.78

 

796,576

 

1,872

 

0.94

 

Non interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

340,318

 

 

 

 

 

278,816

 

 

 

 

 

Other liabilities

 

7,005

 

 

 

 

 

7,403

 

 

 

 

 

Total liabilities

 

1,312,210

 

 

 

 

 

1,082,795

 

 

 

 

 

Stockholders’ equity

 

106,638

 

 

 

 

 

68,461

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,418,848

 

 

 

 

 

$

1,151,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income/interest rate spread (3)

 

 

 

12,148

 

3.41

%

 

 

10,839

 

3.75

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest earning assets/net interest margin (4)

 

$

380,234

 

 

 

3.63

%

$

290,807

 

 

 

4.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of interest earning assets to interest bearing liabilities

 

 

 

 

 

139.41

%

 

 

 

 

136.51

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Tax equivalent adjustment

 

 

 

(343

)

 

 

 

 

(378

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

11,805

 

 

 

 

 

$

10,461

 

 

 

 

(1)  Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss.

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

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

(4)  Net interest margin represents net interest income divided by average interest earning assets.

 

41



 

 

 

 

Six months ended June 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Average

 

 

 

 

 

Average

 

 

 

Average

 

 

 

Yield/

 

Average

 

 

 

Yield/

 

(In thousands)

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net (1)

 

$

633,574

 

$

19,286

 

6.12

%

$

523,173

 

$

16,519

 

6.37

%

Mortgage-backed securities

 

314,397

 

4,083

 

2.61

 

272,303

 

4,701

 

3.48

 

Tax exempt securities (2)

 

142,165

 

2,185

 

3.09

 

110,226

 

2,192

 

4.01

 

Taxable securities

 

189,652

 

2,141

 

2.27

 

88,281

 

1,223

 

2.79

 

Deposits with banks

 

32,021

 

42

 

0.26

 

47,808

 

59

 

0.25

 

Total interest earning assets

 

1,311,809

 

27,737

 

4.25

 

1,041,791

 

24,694

 

4.78

 

Non interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

21,581

 

 

 

 

 

18,442

 

 

 

 

 

Other assets

 

49,806

 

 

 

 

 

42,536

 

 

 

 

 

Total assets

 

$

1,383,196

 

 

 

 

 

$

1,102,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market deposits

 

$

720,601

 

$

1,877

 

0.52

%

$

602,685

 

$

1,991

 

0.67

%

Certificates of deposit of $100,000 or more

 

136,738

 

753

 

1.11

 

91,860

 

488

 

1.07

 

Other time deposits

 

42,056

 

223

 

1.07

 

42,075

 

253

 

1.21

 

Federal funds purchased and repurchase agreements

 

29,032

 

226

 

1.57

 

16,766

 

269

 

3.24

 

Federal Home Loan Bank term advances

 

3,764

 

8

 

0.43

 

166

 

 

 

Junior Subordinated Debentures

 

16,002

 

683

 

8.58

 

16,002

 

683

 

8.61

 

Total interest bearing liabilities

 

948,193

 

3,770

 

0.80

 

769,554

 

3,684

 

0.97

 

Non interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

323,523

 

 

 

 

 

260,712

 

 

 

 

 

Other liabilities

 

6,836

 

 

 

 

 

6,156

 

 

 

 

 

Total liabilities

 

1,278,552

 

 

 

 

 

1,036,422

 

 

 

 

 

Stockholders’ equity

 

104,644

 

 

 

 

 

66,347

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,383,196

 

 

 

 

 

$

1,102,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income/interest rate spread (3)

 

 

 

23,967

 

3.45

%

 

 

21,010

 

3.81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest earning assets/net interest margin (4)

 

$

363,616

 

 

 

3.67

%

$

272,237

 

 

 

4.07

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of interest earning assets to interest bearing liabilities

 

 

 

 

 

138.35

%

 

 

 

 

135.38

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Tax equivalent adjustment

 

 

 

(762

)

 

 

 

 

(765

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$

23,205

 

 

 

 

 

$

20,245

 

 

 

 

(1)  Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss.

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

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

(4)  Net interest margin represents net interest income divided by average interest earning assets.

 

42



 

 

Rate/Volume Analysis

 

Net interest income can be analyzed in terms of the impact of changes in rates and volumes. The following table illustrates the extent to which changes in interest rates and in the volume of average interest earning assets and interest bearing liabilities have affected the Bank’s interest income and interest expense during the periods indicated.  Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes.  For purposes of this table, changes which are not due solely to volume or rate changes have been allocated to these categories based on the respective percentage changes in average volume and rate.  Due to the numerous simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes between volume and rates.  In addition, average earning assets include nonaccrual loans.

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2012 Over 2011

 

2012 Over 2011

 

 

 

Changes Due To

 

Changes Due To

 

(In thousands)

 

Volume

 

Rate

 

Net Change

 

Volume

 

Rate

 

Net Change

 

Interest income on interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net (1)

 

$

3,342

 

$

(2,142

)

$

1,200

 

$

4,539

 

$

(1,772

)

$

2,767

 

Mortgage-backed securities

 

2,138

 

(2,459

)

(321

)

1,574

 

(2,192

)

(618

)

Tax exempt securities (2)

 

1,285

 

(1,387

)

(102

)

1,128

 

(1,135

)

(7

)

Taxable securities

 

959

 

(404

)

555

 

1,580

 

(662

)

918

 

Federal funds sold

 

 

 

 

 

 

 

Deposits with banks

 

(39

)

16

 

(23

)

(24

)

7

 

(17

)

Total interest earning assets

 

7,685

 

(6,376

)

1,309

 

8,797

 

(5,754

)

3,043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market deposits

 

697

 

(791

)

(94

)

790

 

(904

)

(114

)

Certificates of deposit of $100,000 or more

 

110

 

12

 

122

 

256

 

9

 

265

 

Other time deposits

 

(2

)

(15

)

(17

)

 

(30

)

(30

)

Federal funds purchased and repurchase agreements

 

489

 

(509

)

(20

)

303

 

(346

)

(43

)

Federal Home Loan Bank Advances

 

7

 

1

 

8

 

3

 

5

 

8

 

Junior subordinated debentures

 

 

1

 

1

 

 

 

 

Total interest bearing liabilities

 

1,301

 

(1,301

)

 

1,352

 

(1,266

)

86

 

Net interest income

 

$

6,384

 

$

(5,075

)

$

1,309

 

$

7,445

 

$

(4,488

)

$

2,957

 

 

(1) Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss.

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

 

Analysis of Net Interest Income for the Three Months ended June 30, 2012 and June 30, 2011

 

Net interest income was $11.8 million for the three months ended June 30, 2012 compared to $10.5 million for the same period in 2011, an increase of $1.3 million or 12.9%. Net interest margin declined to 3.63% for the quarter ended June 30, 2012, compared to 4.00% for the quarter ended June 30, 2011 as a result of the historically low market interest rates on repricing assets and liabilities offsetting strong deposit growth and higher loan demand. The total average interest earning assets increased $257.7 million or 23.7%, yielding 4.19% and the overall funding cost was 0.46%, including demand deposits. The yield on interest earning assets decreased approximately 50 basis points which was partly offset by the cost of interest bearing liabilities, which decreased approximately 16 basis points during the second quarter of 2012 compared to 2011. The increase in average total deposits of $197.3 million funded lower yielding securities, which grew $190.4 million, and average net loans increased $105.3 million from the comparable 2011 quarter.

 

For the three months ended June 30, 2012, average net loans grew by $105.3 million or 19.4% to $649.4 million as compared to $544.1 million for the same period in 2011, driven by growth in commercial real estate mortgage loans, commercial, financial and agricultural loans, multi-family mortgage loans, and real estate construction and land loans. The Bank remains committed to growing loans with prudent underwriting, sensible pricing and limited credit and extension risk.

 

43



 

 

For the three months ended June 30, 2012, average total securities increased by $190.4 million or 39.8% to $668.4 million as compared to $478.0 million for the three months ended June 30, 2011. There were no federal funds sold for the three months ended June 30, 2012 or 2011. The average interest earning cash decreased by $38.0 million to $27.3 million for the three months ended June 30, 2012 as compared to $65.3 million for the same period in 2011.

 

Average total interest bearing liabilities were $964.9 million for the three months ended June 30, 2012 compared to $796.6 million for the same period in 2011.  The Bank grew deposits as a result of opening three new branches during 2011 as well as building new relationships in existing markets and the HSB merger. The Bank continues to reduce interest rates on deposit products through prudent management of deposit pricing. The reduction in deposit rates resulted in a decrease in the cost of interest bearing liabilities to 0.78% for the three months ended June 30, 2012 from 0.94% for the same period in 2011.  Since the Company’s interest bearing liabilities generally reprice or mature more quickly than its interest earning assets, an increase in short term interest rates would initially result in a decrease in net interest income.  Additionally, the large percentages of deposits in money market accounts reprice at short term market rates making the balance sheet more liability sensitive.

 

For the three months ended June 30, 2012, average total deposits increased by $0.2 billion or 18.9% to $1.2 billion from $1.0 billion from the for the same period in 2011.  Components of this increase include an increase in average balances in savings, NOW and money market accounts of $95.5 million or 15.2% to $722.0 million for the three months ended June 30, 2012 compared to $626.5 million for the same period last year.  Average balances in certificates of deposit of $100,000 or more and other time deposits increased $40.3 million or 29.3% to $177.6 million for 2012 as compared to $137.3 million for the same period last year.  Average balances in demand deposits increased $61.5 million or 22.1% to $340.3 million for 2012 as compared to $278.8 million for the same period last year. Average public fund deposits comprised 19.0% of total average deposits during the three months ended June 30, 2012 and 19.8% of total average deposits for the same period in 2011.  Average federal funds purchased and repurchase agreements increased $25.4 million or 154.7% to $41.8 million for the three months ended June 30, 2012 compared to $16.4 million for the same period in the prior year. For the three months ended June 30, 2012 there was an average balance of $7.5 million in FHLB term advances, an increase of $7.2 million for the same period last year.

 

Total interest income increased $1.4 million or 10.9% to $13.7 million for the three months ended June 30, 2012 from $12.3 million for the same period in 2011.  Interest income on loans increased $1.2 million or 14.0% to $9.8 million for the three months ended June 30, 2012 from $8.6 million for the same period in 2011. The yield on average loans was 6.05% for 2012 as compared to 6.31% in 2011.

 

Interest income on investments in mortgage-backed, taxable and tax exempt securities increased $0.2 million to $3.9 million for the three months ended June 30, 2012 compared to $3.7 million for the same period in 2011.  Interest income on securities included net amortization of premium of $1.2 million in the 2012 compared to net amortization of premium of $0.5 million for the same period in 2011.  The tax adjusted average yield on total securities was 2.6% for 2012 as compared to 3.5% in 2011.

 

Interest expense stayed flat at $1.9 million for the three months ended June 30, 2012 and the same period last year.

 

Analysis of Net Interest Income for the Six Months ended June 30, 2012 and June 30, 2011

 

Net interest income was $23.2 million for the six months ended June 30, 2012 compared to $20.2 million for the same period in 2011, an increase of $3.0 million or 14.6%. Net interest margin declined to 3.67% for the six months ended June 30, 2012 compared to 4.07% for the six months ended June 30, 2011 as a result of the historically low market interest rates on repricing assets and liabilities offsetting strong deposit growth and higher loan demand. The total average interest earning assets increased $270.0 million or 25.9% to $1.3 billion for the six months ended June 30, 2012 compared to $1.0 billion for the same period in 2011. The yield on interest earning assets decreased approximately 53 basis points which was partly offset by the cost of interest bearing liabilities, which decreased approximately 17 basis points during the first six months of 2012 compared to 2011. The increase in average total deposits of $225.6 million primarily funded lower yielding securities, which grew $175.4 million, while average net loans increased $110.4 million from the comparable 2011 period.

 

For the six months ended June 30, 2012, average net loans grew by $110.4 million or 21.1% to $633.6 million as compared to $523.2 million for the same period in 2011, driven by growth in commercial real estate mortgage loans, commercial, financial and agricultural loans, multi-family mortgage loans, and real estate construction and land loans. The Bank remains committed to growing loans with prudent underwriting, sensible pricing and limited credit and extension risk.

 

For the six months ended June 30, 2012, average total securities increased by $175.4 million or 37.3% to $646.2 million as compared to $470.8 million for the six months ended June 30, 2011. There were no federal funds sold for the six month ended June 30, 2012 or 2011. The average interest earning cash decreased by $15.8 million to $32.0 million for the six months ended June 30, 2012 as compared to $47.8 million for the same period in 2011.

 

44



 

 

Average total interest bearing liabilities were $948.2 million for the six months ended June 30, 2012 compared to $769.6 million for the same period in 2011.  The Bank grew deposits as a result of opening three new branches during 2011 as well as building new relationships in existing markets and the HSB merger. The Bank continues to reduce interest rates on deposit products through prudent management of deposit pricing. The reduction in deposit rates resulted in a decrease in the cost of interest bearing liabilities to 0.80% for the six months ended June 30, 2012 from 0.97% for the same period in 2011.  Since the Company’s interest bearing liabilities generally reprice or mature more quickly than its interest earning assets, an increase in short term interest rates would initially result in a decrease in net interest income.  Additionally, the large percentages of deposits in money market accounts reprice at short term market rates making the balance sheet more liability sensitive.

 

For the six months ended June 30, 2012, average total deposits increased by $225.6 million or 22.6% to $1.2 billion from $997.3 million for the same period in 2011.  Components of this increase include an increase in average balances in savings, NOW and money market accounts of $117.9 million or 19.6% to $720.6 million for the three months ended June 30, 2012 compared to $602.7 million for the same period last year.  Average balances in certificates of deposit of $100,000 or more and other time deposits increased $44.9 million or 33.5% to $178.8 million for 2012 as compared to $133.9 million for the same period last year.  Average balances in demand deposits increased $62.8 million or 24.1% to $323.5 million for 2012 as compared to $260.7 million for the same period last year. Average public fund deposits comprised 19.6% of total average deposits during the six months ended June 30, 2012 and 20.9% of total average deposits for the same period in 2011.  Average federal funds purchased and repurchase agreements increased $12.2 million or 73.2% to $29.0 million for the six months ended June 30, 2012 as compared to $16.8 million for the same period in the prior year. For the six months ended June 30, 2012 the average balance of FHLB term advances was $3.8 million, an increase of $3.6 million from the same period last year.

 

Total interest income increased $3.1 million or 12.7% to $27.0 million for the six months ended June 30, 2012 from $23.9 million for the same period in 2011.  Interest income on loans increased $2.8 million or 16.8% to $19.3 million for the six months ended June 30, 2012 from $16.5 million for the same period in 2011. The yield on average loans was 6.12% for 2012 as compared to 6.37% in 2011.

 

Interest income on investments in mortgage-backed, taxable and tax exempt securities increased $0.3 million to $7.7 million for the six months ended June 30, 2012 compared to $7.4 million for the same period in 2011.  Interest income on securities included net amortization of premium of $2.1 million in the 2012 compared to net amortization of premium of $1.1 million for the same period in 2011.  The tax adjusted average yield on total securities was 2.6% for 2012 as compared to 3.5% in 2011.

 

Interest expense increased to $3.8 million for the six months ended June 30, 2012 compared to $3.7 million for the same period last year.

 

Provision and Allowance for Loan Losses

 

The Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area of Suffolk County which is located on the eastern portion of Long Island. The interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rates offered by its competitors, the Bank’s relationship with the customer, and the related credit risks of the transaction. These factors are affected by general and economic conditions including, but not limited to, monetary policies of the federal government, including the Federal Reserve Board, legislative policies and governmental budgetary matters.

 

Despite fiscal and monetary policy initiatives implemented to combat the recession, many signs still point toward economic weakness. The recovery has been tepid with a continuing overhang of foreclosed homes and a marked lack of job creation. During the second quarter of 2012, there has been a negative change in the perception of the domestic and global economy. Statistically, job creation has dramatically slowed and GDP forecasts have been reduced. Moreover, the budgetary problems that continue in Europe and other parts of the world have contributed to economic uncertainty. Global stock markets have declined, as have market interest rates. Locally, foreclosure rates in Nassau and Suffolk counties have increased sharply over the prior year and the unemployment rate on Long Island has risen compared to 2011. Although the asset quality measures for the Bank remain strong, management believes it’s prudent to increase the allowance for loan loss in order to reasonably reserve against developing negative trends. These trends signaled the need for management to be more guarded in the assessment of the overall economy and to ultimately increase our reserves.

 

Based on our continuing review of the overall loan portfolio, the current asset quality of the portfolio, the growth in the loan portfolio, net charge-offs, and macroeconomic factors, a provision for loan losses of $2.5 million and $3.3 million was recorded during the three and six months ended June 30, 2012 compared to a provision for loan loss of $0.9 million and $1.6 million that was recorded during the same periods in 2011. Net charge-offs were $0.3 million for the quarter ended June 30, 2012 compared to $1.6 million for the year ended December 31, 2011 and $0.4 million for the quarter ended June 30, 2011. The ratio of allowance for loan losses to nonaccrual loans was 406%, 260% and 135%, at June 30, 2012, December 31, 2011, and June 30, 2011, respectively. The allowance for loan losses increased to $13.6 million at June 30, 2012 as compared to $10.8 million at December 31, 2011 and $9.5 million at June 30,

 

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2011. As a percentage of total loans, the allowance was 2.00% at June 30, 2012 compared to 1.77% at December 31, 2011 and 1.61% at June 30, 2011. In accordance with current accounting guidance, the acquired HSB loans were recorded at fair value, effectively netting estimated future losses against the loan balances. The allowance as a percentage of the Bank’s originated loans was 2.08% at June 30, 2012. Management continues to carefully monitor the loan portfolio as well as real estate trends in Suffolk County and eastern Long Island. The Bank’s consistent and rigorous underwriting standards preclude sub-prime lending, and management remains cautious about the potential for an indirect impact on the local economy and real estate values in the future.

 

Loans of approximately $54.3 million or 8.0% of total loans at June 30, 2012 were categorized as classified loans compared to $57.7 million or 9.4% at December 31, 2011 and $54.0 million or 9.2% at June 30, 2011. Classified loans include loans with credit quality indicators with the internally assigned grades of special mention, substandard and doubtful. These loans are categorized as classified loans as management has information that indicates the borrower may not be able to comply with the present repayment terms. These loans are subject to increased management attention and their classification is reviewed on at least a quarterly basis.

 

At June 30, 2012, approximately $35.1 million of classified loans were commercial real estate (“CRE”) loans which were well secured with real estate as collateral. Of the $35.1 million of CRE loans, $34.6 million were current and $0.1 million were past due. In addition, all but $2.1 million of the CRE loans have personal guarantees.  At June 30, 2012, approximately $4.7 million of classified loans were residential real estate loans with $2.5 million current and $2.2 million past due. Commercial, financial, and agricultural loans represented $10.5 million of classified loans, of which $9.8 million was current and $0.7 million was past due. Approximately $3.7 million of classified loans represented real estate construction and land loans, of which $3.4 million was current and $0.3 million was past due. All real estate construction and land loans are well secured with collateral. The remaining $0.3 million in classified loans are consumer loans that are unsecured and demonstrate sufficient cash flow to pay the loans. There were no multi-family loans that were categorized as classified loans as of June 30, 2012 or December 31, 2011.

 

CRE loans, including multi-family loans, represented $353.9 million or 52.2% of the total loan portfolio at June 30, 2012 compared to $305.3 million or 49.9% at December 31, 2011 and $283.6 million or 48.1% at June 30, 2011. The Bank’s underwriting standards for CRE loans requires an evaluation of the cash flow of the property, the overall cash flow of the borrower and related guarantors as well as the value of the real estate securing the loan. In addition, the Bank’s underwriting standards for CRE loans are consistent with regulatory requirements with original loan to value ratios less than or equal to 75%. The Bank considers charge-off history, delinquency trends, cash flow analysis, and the impact of the local economy on commercial real estate values when evaluating the appropriate level of the allowance for loan losses.  Real estate values in our geographic markets increased significantly from 2000 through 2007. Commencing in 2008, following the financial crisis and significant downturn in the economy, real estate values began to decline. This decline continued into 2009 and appears to have stabilized in 2010. The estimated decline in residential and commercial real estate values range from 15-20% from the 2007 levels, depending on the nature and location of the real estate.

 

As of June 30, 2012 and December 31, 2011, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $8.7 million and $9.0 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 TDR loans. For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22.  Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required. These methods of fair value measurement for impaired loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5.

 

Impaired loans on nonaccrual decreased $0.8 million to $3.3 million or 0.49% of total loans at June 30, 2012 from $4.1 million or 0.67% of total loans at December 31, 2011. Approximately $1.3 million of the nonaccrual loans at June 30, 2012 and $2.0 million at December 31, 2011, were troubled debt restructured loans. As of June 30, 2012, one of the borrowers with loans totaling $0.2 million are complying with the modified terms of the loans and is currently making payments. Another borrower with loans totaling $1.1 million is past due but is making payments. The decrease in nonaccrual troubled debt restructured loans at June 30, 2012 was primarily due to one loan totaling $0.3 million where the borrower has made six months of consecutive payments in accordance with the restructured terms and the loan is now a performing trouble debt restructure loan. In addition, one loan totaling $0.3 million was charged off during the first quarter 2012. Total nonaccrual troubled debt restructured loans are secured with collateral that has an appraised value of $1.7 million. Approximately $2.0 million of the nonaccrual loans at December 31, 2011 represented troubled debt restructured loans where the borrowers were complying with the modified terms of the loans and were currently making payments. Furthermore, the Bank has no commitment to lend additional funds to these debtors.

 

46



 

 

In addition, the Company had six borrowers with performing TDR loans of $5.4 million at June 30, 2012 that are secured with collateral that has an appraised value of approximately $15.1 million. Five of the six loan relationships are current and one of the relationships with loans totaling $0.01 million was past due as of June 30, 2012. At December 31, 2011, the Company had four borrowers with TDR loans of $4.9 million that were current and secured with collateral that had an appraised value of approximately $11.5 million as well as personal guarantees. Management believes that the ultimate collection of principal and interest is reasonably assured and therefore continues to recognize interest income on an accrual basis. In addition, the Bank has no commitment to lend additional funds to these debtors.

 

The Bank had no foreclosed real estate at June 30, 2012, December 31, 2011 and June 30, 2011, respectively.

 

The following table sets forth impaired loans by loan type:

 

 

 

June 30, 2012

 

December 31, 2011

 

(In thousands)

 

 

 

 

 

Nonaccrual Loans:

 

 

 

 

 

Commercial real estate mortgage loans

 

$

432

 

$

449

 

Multi-family mortgage loans

 

 

 

Residential real estate mortgage loans

 

1,061

 

1,156

 

Commercial, financial and agricultural loans

 

246

 

260

 

Real estate construction and land loans

 

250

 

250

 

Installment/consumer loans

 

 

 

Total

 

1,989

 

2,115

 

 

 

 

 

 

 

Restructured Loans - Nonaccrual:

 

 

 

 

 

Commercial real estate mortgage loans

 

 

 

Multi-family mortgage loans

 

 

 

Residential real estate mortgage loans

 

1,121

 

1,786

 

Commercial, financial and agricultural loans

 

196

 

218

 

Real estate construction and land loans

 

 

 

Installment/consumer loans

 

 

 

 

 

1,317

 

2,004

 

 

 

 

 

 

 

Total Non-performing Loans

 

3,306

 

4,119

 

 

 

 

 

 

 

Restructured Loans - Performing:

 

 

 

 

 

Commercial real estate mortgage loans

 

4,768

 

4,630

 

Multi-family mortgage loans

 

 

 

Residential real estate mortgage loans

 

340

 

 

Commercial, financial and agricultural loans

 

273

 

274

 

Real estate construction and land loans

 

 

 

Installment/consumer loans

 

 

 

 

 

5,381

 

4,904

 

 

 

 

 

 

 

Total Impaired Loans

 

$

8,687

 

$

9,023

 

 

Restructured loans totaled $6.7 million and $6.9 million as of June 30, 2012 and December 31, 2011, respectively.

 

47



 

 

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

 

 

 

For the Six
Months Ended

 

For the Year Ended

 

(Dollars in thousands)

 

June 30, 2012

 

December 31, 2011

 

 

 

 

 

 

 

Allowance for loan losses balance at beginning of period

 

$

10,837

 

$

8,497

 

 

 

 

 

 

 

Charge-offs:

 

 

 

 

 

Commercial real estate mortgage loans

 

 

 

Multi-family mortgage loans

 

 

 

Residential real estate mortgage loans

 

550

 

258

 

Commercial, financial and agricultural loans

 

102

 

372

 

Installment/consumer loans

 

13

 

187

 

Real estate construction and land loans

 

 

864

 

Total

 

665

 

1,681

 

 

 

 

 

 

 

Recoveries:

 

 

 

 

 

Commercial real estate mortgage loans

 

 

 

Multi-family mortgage loans

 

 

 

Residential real estate mortgage loans

 

3

 

6

 

Commercial, financial and agricultural loans

 

36

 

96

 

Installment/consumer loans

 

20

 

19

 

Real estate construction and land loans

 

 

 

Total

 

59

 

121

 

 

 

 

 

 

 

Net charge-offs

 

(606

)

(1,560

)

Provision for loan losses charged to operations

 

3,325

 

3,900

 

Balance at end of period

 

$

13,556

 

$

10,837

 

 

 

 

 

 

 

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

 

(0.19

)%

(0.28

)%

 

The following table sets forth the allocation of the total allowance for loan losses by loan type:

 

 

 

June 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

Percentage

 

 

 

Percentage

 

 

 

 

 

of Loans

 

 

 

of Loans

 

 

 

 

 

to Total

 

 

 

to Total

 

(Dollars in thousands)

 

Amount

 

Loans

 

Amount

 

Loans

 

Commercial real estate mortgage loans

 

$

4,447

 

44.7

%

$

3,530

 

46.4

%

Multi-family mortgage loans

 

1,049

 

7.5

 

395

 

3.5

 

Residential real estate mortgage loans

 

2,879

 

21.1

 

2,280

 

23.1

 

Commercial, financial and agricultural loans

 

3,570

 

19.5

 

2,895

 

19.0

 

Real estate construction and land loans

 

1,328

 

5.9

 

1,465

 

6.6

 

Installment/consumer loans

 

283

 

1.3

 

272

 

1.4

 

Total

 

$

13,556

 

100

%

$

10,837

 

100

%

 

Non Interest Income

 

Total non interest income increased $2.0 million or 108.2% to $3.8 million for the three months ended June 30, 2012 compared to $1.8 million for the same period in 2011. The increase was the result of a $1.6 million increase in net securities gains, a $0.2 million increase in service charges on deposit accounts and fees for other customer services related to higher electronic banking and investment services income, and a $0.2 million increase in title fee income related to Bridge Abstract.

 

Total non interest income increased $2.5 million or 75.5% to $5.8 million for the six months ended June 30, 2012 compared to $3.3 million for the same period in 2011.  The increase was the result of a $1.9 million increase in net securities gains, a $0.4 million

 

48



 

 

increase in service charges on deposit accounts and fees for other customer services related to higher electronic banking and investment services income, and a $0.2 million increase in title fee income related to Bridge Abstract. The increase in net gains on securities for the three months and six months periods in 2012 was the result of $61.8 million in securities sold with proceeds used to prepay higher rate borrowings including $0.2 million in costs associated with the extinguishment of debt.

 

Non Interest Expense

 

Total non interest expense increased $0.8 million or 10.1% to $8.6 million during the three months ended June 30, 2012 compared to $7.8 million over the same period in 2011. Salaries and employees benefits increased $0.9 million or 19.6% to $5.3 million for the three months ended June 30, 2012 from $4.4 million for the same period in 2011. The increase reflects additional positions to support the Company’s expanding infrastructure and larger loan portfolio. Net occupancy expense and furniture and fixture expenses increased $0.02 million. Other operating expenses increased $0.3 million to $2.0 million as of June 30, 2012 as compared to $1.7 million for the same period last year. FDIC assessments decreased $0.1 million or 6.7% to $0.2 million for the three months ended June 30, 2012 compared to $0.1 million for the same period last year.  Non interest expense for the three months ended June 30, 2011, also included acquisition costs of $0.4 million in connection with the HSB merger.

 

Total non interest expense increased $1.6 million or 10.5% to $16.8 million during the six months ended June 30, 2012 compared to $15.2 million over the same period in 2011. Salaries and employees benefits increased $1.8 million or 21.0% to $10.4 million for the six months ended June 30, 2012 from $8.6 million for the same period in 2011. The increase reflects additional positions to support the Company’s expanding infrastructure and larger loan portfolio. Net occupancy expense and furniture and fixture expenses increased $0.04 million. As of June 30, 2012 the Company incurred $0.2 million in cost of extinguishment of debt due to the prepayment of a $5.0 million repurchase agreement. Other operating expenses increased $0.3 million to $3.7 million as of June 30, 2012 as compared to $3.4 million for the same period last year. FDIC assessments decreased $0.1 million or 29.7% to $0.4 million for the six months ended June 30, 2012 compared to $0.5 million for the same period last year.  Non interest expense for the six months ended June 30, 2011, also included acquisition costs of $0.6 million in connection with the HSB merger.

 

Income Taxes

 

The provision for income taxes increased $0.4 million or 31.0% to $1.5 million for the three months ended June 30, 2012 compared to $1.1 million for the three months ended June 30, 2011 primarily due to higher pretax income. The effective tax rate for the three months ended June 30, 2012 increased to 32.5% from 31.3% for the same period last year. The increase in the effective rate was a result of a lower percentage of interest income from tax exempt securities.

 

The provision for income taxes increased $0.7 million or 35.6% to $2.8 million for the six months ended June 30, 2012 compared to $2.1 million for the six months ended June 30, 2011 primarily due to higher pretax income. The effective tax rate for the six months ended June 30, 2012 increased to 32.1% from 31.1% for the same period last year. The increase in the effective rate was a result of a lower percentage of interest income from tax exempt securities.

 

Financial Condition

 

Total assets grew to $1.402 billion, a 17.5% increase over the June 30, 2011 level of $1.193 billion and 4.8% over the December 31, 2011 level of $1.337 billion with all growth funded by deposits, borrowings and capital. This increase reflects strong organic growth in new and existing markets.

 

Cash and due from banks increased $3.1 million and interest earning deposits with banks decreased $18.4 million compared to December 31, 2011 as management invested excess capital and liquidity and continues to evaluate prudent strategies to deploy these funds to maximize returns while managing interest rate risk. Total securities increased $18.0 million or 2.9% to $630.2 million and net loans increased $63.7 million or 10.6% to $665.0 million compared to December 31, 2011 levels. The ability to grow the investment and loan portfolios, while minimizing interest rate risk sensitivity and maintaining credit quality, remains a strong focus of management. Total deposits grew $42.3 million to $1.231 billion at June 30, 2012 compared to $1.188 billion at December 31, 2011. Demand deposits increased $46.3 million to $367.8 million as of June 30 2012 compared to $321.5 million at December 31, 2011. Savings, NOW and money market deposits increased $2.3 million to $686.2 million at June 30, 2012 from $683.9 million at December 31, 2011. Certificates of deposit of $100,000 or more decreased $4.7 million to $135.9 million at June 30, 2012, from $140.6 million at December 31, 2011. Other time deposits decreased $1.5 million to $40.7 million at June 30, 2012, from $42.2 million at December 31, 2011. Federal Home Loan Bank term advances were $15.0 million as of June 30, 2012. There were no Federal Home Loan Bank term advances as of December 31, 2011. There were no Federal funds purchased and Federal Home Loan Bank overnight borrowings as of June 30, 2012 or December 31, 2011. Repurchase agreements decreased $4.6 million to $12.3 million at June 30, 2012 compared to $16.9 million as of December 31, 2011 predominately due to the prepayment of a $5.0 million Repurchase agreement in February 2012. Junior subordinated debenture remained at $16.0 million as of June 30, 2012 compared to

 

49



 

 

December 31, 2011. Other liabilities and accrued expenses increased $6.5 million to $15.5 million as of June 30, 2012 from $9.1 million as of December 31, 2011 due to securities purchased in June 2012 which settled in July 2012 partially offset by securities that matured in June 2012 and were paid off in July 2012. Stockholders’ equity was $112.6 million at June 30, 2012, an increase of $5.6 million or 5.2% from December 31, 2011, reflecting the proceeds from the issuance of shares of common stock under the Dividend Reinvestment Plan of $4.4 million, net income of $6.0 million, and $0.7 million related to stock based compensation plans, partially offset by $3.9 million in declared cash dividends and a decrease in the net unrealized gains in securities of $1.5 million. In July 2012, the Company declared a quarterly dividend of $0.23 per share and continues its long term trend of uninterrupted dividends.

 

Liquidity

 

The objective of liquidity management is to ensure the sufficiency of funds available to respond to the needs of depositors and borrowers, and to take advantage of unanticipated earnings enhancement opportunities for Company growth. Liquidity management addresses the ability of the Company to meet financial obligations that arise in the normal course of business. Liquidity is primarily needed to meet customer borrowing commitments, deposit withdrawals either on demand or contractual maturity, to repay other borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise. The Company’s principal sources of liquidity included cash and cash equivalents of $7.7 million as of June 30, 2012, and dividends from the Bank. Cash available for distribution of dividends to shareholders of the Company is primarily derived from dividends paid by the Bank to the Company. For the six months ended June 30, 2012, the Bank did not pay a cash dividend to the Company. Prior regulatory approval is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of the Bank’s net income of that year combined with its retained net income of the preceding two years. At June 30, 2012, the Bank had $26.3 million of retained net income available for dividends to the Company. In the event that the Company subsequently expands its current operations, in addition to dividends from the Bank, it will need to rely on its own earnings, additional capital raised and other borrowings to meet liquidity needs. The Company made a capital contribution of $5.0 million to the Bank during the six months ended June 30, 2012.

 

The Bank’s most liquid assets are cash and cash equivalents, securities available for sale and securities held to maturity due within one year. The levels of these assets are dependent upon the Bank’s operating, financing, lending and investing activities during any given period. Other sources of liquidity include loan and investment securities principal repayments and maturities, lines of credit with other financial institutions including the Federal Home Loan Bank and Federal Reserve Bank, growth in core deposits and sources of wholesale funding such as brokered certificates of deposit. While scheduled loan amortization, maturing securities and short term investments are a relatively predictable source of funds, deposit flows and loan and mortgage-backed securities prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank adjusts its liquidity levels as appropriate to meet funding needs such as seasonal deposit outflows, loans, and asset and liability management objectives. Historically, the Bank has relied on its deposit base, drawn through its full-service branches that serve its market area and local municipal deposits, as its principal source of funding. The Bank seeks to retain existing deposits and loans and maintain customer relationships by offering quality service and competitive interest rates to its customers, while managing the overall cost of funds needed to finance its strategies.

 

The Bank’s Asset/Liability and Funds Management Policy allows for wholesale borrowings of up to 25% of total assets. At June 30, 2012, the Bank had aggregate lines of credit of $282.5 million with unaffiliated correspondent banks to provide short term credit for liquidity requirements. Of these aggregate lines of credit, $262.5 million is available on an unsecured basis. The Bank also has the ability, as a member of the Federal Home Loan Bank (“FHLB”) system, to borrow against unencumbered residential and commercial mortgages owned by the Bank. The Bank also has a master repurchase agreement with the FHLB, which increases its borrowing capacity.  As of June 30, 2012 and December 31, 2011, the Bank did not have any overnight borrowings outstanding under these lines. As of June 30, 2012, the Bank had $15.0 million outstanding in FHLB advances.  The Bank did not have outstanding FHLB advances as of December 31, 2011.  As of June 30, 2012, the Bank had $10.0 million of securities sold under agreements to repurchase outstanding with brokers and $2.3 million outstanding with customers.  The Bank had $15.0 million of securities sold under agreements to repurchase outstanding as of December 31, 2011 with brokers and $1.9 million outstanding with customers.  In addition, the Bank has an approved broker relationship for the purpose of issuing brokered certificates of deposit. As of June 30, 2012 and December 31, 2011, the Bank had no brokered certificates of deposits.

 

Management continually monitors the liquidity position and believes that sufficient liquidity exists to meet all of our operating requirements.  Based on the objectives determined by the Asset and Liability Committee, the Bank’s liquidity levels may be affected by the use of short term and wholesale borrowings, and the amount of public funds in the deposit mix.  The Asset and Liability Committee is comprised of members of senior management and the Board.  Excess short term liquidity is invested overnight at the highest rate available at the Federal Reserve or in federal funds sold.  The Bank invested $33.4 million at the Federal Reserve as of June 30, 2012, $9.8 million as of June 30, 2011 and $52.6 million as of December 31, 2011. The Bank did not have overnight federal funds sold as of June 30, 2012, June 30, 2011 or December 31, 2011.

 

50



 

 

Capital Resources

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices.  The Company’s and the Bank’s capital amounts and classification also are subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).  Management believes as of June 30, 2012, the Company and the Bank met all capital adequacy requirements. Since 2009, the Company has actively managed its capital position in response to its growth. During this period, the Company has raised capital through the following initiatives:

 

·                  In April 2009, the Company implemented a Dividend Reinvestment Plan (“DRP Plan”) and filed a registration statement on Form S-3 to register 600,000 shares of common stock with the Securities and Exchange Commission (“SEC”) pursuant to the DRP Plan. In April 2010, the Company increased the discount from 3% to 5%, and raised the quarterly optional cash purchase amount to $50,000 under the DRP Plan. Proceeds from the issuance of common stock related to the DRP Plan for the six months ended June 30, 2012, was $2.3 million and for the twelve months ended December 31, 2011, was $4.6 million. Since the inception of the DRP Plan in April 2009 through June 30, 2012, the Company has issued 541,103 shares of common stock and raised $10.7 million in capital.

·                  In June 2009, the Company filed a shelf registration statement on Form S-3 to register up to $50 million of securities with the SEC. Subsequently in July 2012, the registration of these shares has expired.

·                  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 the TPS shares are convertible into our common stock, at an effective conversion price of $31 per share.  The TPS mature in 30 years but are callable by the Company at par any time after September 30, 2014. The Company issued $16.0 million of Junior Subordinated Debentures (the “Debentures”) to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements, but rather the Debentures are shown as a liability. The Debentures bear interest at a fixed rate equal to 8.50% and mature on December 31, 2039. Consistent with regulatory requirements, the interest payments may be deferred for up to 5 years, and are cumulative. The Debentures have the same prepayment provisions as the TPS. The Debentures may be included in Tier I capital (with certain limitations applicable) under current regulatory guidelines and interpretations.

·                  On May 27, 2011, the Company issued 273,479 shares of common stock, increasing capital by $5.8 million, in connection with the acquisition of Hamptons State Bank.

·                  In November 2011, the Company filed a prospectus supplement under which it may from time to time sell up to $10.0 million of its common stock pursuant to an at-the-market equity offering program. During 2011 the Company issued 30,220 shares of common stock and raised $0.6 million in capital under this program.

·                  On December 20, 2011, the Company raised $24.1 million in capital from the sale of 1,377,000 shares of common stock to selected institutional and other private investors in a registered direct offering.

·                  On June 27, 2012, the Company filed a shelf registration statement on Form S-3 to register up to 800,000 of securities pursuant to the DRP Plan with the SEC.

 

Management believes that the current capital levels along with future retained earnings will allow the Bank to maintain a position exceeding required capital levels and which is sufficient to support Company growth. Additionally, the Company has the ability to issue additional common stock and/or preferred stock should the need arise.

 

51



 

 

At June 30, 2012 and December 31, 2011, actual capital levels and minimum required levels for the Company and the Bank were as follows:

 

Bridge Bancorp, Inc. (Consolidated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30,

 

2012

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

For Capital

 

Capitalized Under

 

 

 

 

 

 

 

Adequacy

 

Prompt Corrective

 

 

 

Actual

 

Purposes

 

Action Provisions

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital (to risk weighted assets)

 

$

136,315

 

15.8

%

$

69,136

 

8.0

%

n/a

 

n/a

 

Tier 1 Capital (to risk weighted assets)

 

125,478

 

14.5

%

34,568

 

4.0

%

n/a

 

n/a

 

Tier 1 Capital (to average assets)

 

125,478

 

8.9

%

56,629

 

4.0

%

n/a

 

n/a

 

 

As of December 31,

 

2011

 

(Dollars in thousands)

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

For Capital

 

Capitalized Under

 

 

 

 

 

 

 

Adequacy

 

Prompt Corrective

 

 

 

Actual

 

Purposes

 

Action Provisions

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital (to risk weighted assets)

 

$

128,226

 

16.2

%

$

63,228

 

8.0

%

n/a

 

n/a

 

Tier 1 Capital (to risk weighted assets)

 

118,334

 

15.0

%

31,614

 

4.0

%

n/a

 

n/a

 

Tier 1 Capital (to average assets)

 

118,334

 

9.3

%

51,010

 

4.0

%

n/a

 

n/a

 

 

Bridgehampton National Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30,

 

2012

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

For Capital

 

Capitalized Under

 

 

 

 

 

 

 

Adequacy

 

Prompt Corrective

 

 

 

Actual

 

Purposes

 

Action Provisions

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital (to risk weighted assets)

 

$

128,543

 

14.9

%

$

69,119

 

8.0

%

$

86,399

 

10.0

%

Tier 1 Capital (to risk weighted assets)

 

117,709

 

13.6

%

34,560

 

4.0

%

51,840

 

6.0

%

Tier 1 Capital (to average assets)

 

117,709

 

8.3

%

56,621

 

4.0

%

70,776

 

5.0

%

 

As of December 31,

 

2011

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

For Capital

 

Capitalized Under

 

 

 

 

 

 

 

Adequacy

 

Prompt Corrective

 

 

 

Actual

 

Purposes

 

Action Provisions

 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Total Capital (to risk weighted assets)

 

$

115,383

 

14.6

%

$

63,213

 

8.0

%

$

79,016

 

10.0

%

Tier 1 Capital (to risk weighted assets)

 

105,494

 

13.4

%

31,616

 

4.0

%

47,410

 

6.0

%

Tier 1 Capital (to average assets)

 

105,494

 

8.3

%

51,001

 

4.0

%

63,751

 

5.0

%

 

52



 

 

Impact of Inflation and Changing Prices

 

The Unaudited Consolidated Financial Statements and notes thereto presented herein have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.  The primary effect of inflation on the operations of the Company is reflected in increased operating costs.  Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature.  As a result, changes in interest rates have a more significant effect on the performance of a financial institution than do the effects of changes in the general rate of inflation and changes in prices. Changes in interest rates could adversely affect the Company’s results of operations and financial condition.  Interest rates do not necessarily move in the same direction, or in the same magnitude, as the prices of goods and services.  Interest rates are highly sensitive to many factors, which are beyond the control of the Company, including the influence of domestic and foreign economic conditions and the monetary and fiscal policies of the United States government and federal agencies, particularly the Federal Reserve Bank.

 

Recent Regulatory and Accounting Developments

 

Refer to Note 14. “Recent Accounting Pronouncements”, of the Notes to the Consolidated Financial Statements for details related to recent regulatory and accounting developments.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Asset/Liability Management

 

Management considers interest rate risk to be the most significant market risk for the Company.  Market risk is the risk of loss from adverse changes in market prices and rates.  Interest rate risk is the exposure to adverse changes in the net income of the Company as a result of changes in interest rates.

 

The Company’s primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets.  The Company’s objectives in its asset and liability management are to maintain a strong, stable net interest margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of its operations to changes in interest rates.

 

The Company’s Asset and Liability Committee evaluates periodically, but at least four times a year, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity.  Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the full Board of Directors at least annually.  The economic environment continually presents uncertainties as to future interest rate trends.  The Asset and Liability Committee regularly utilizes a model that projects net interest income based on increasing or decreasing interest rates, in order to be better able to respond to changes in interest rates.

 

At June 30, 2012, $591.1 million or 93.8% of the Company’s securities had fixed interest rates.  Changes in interest rates affect the value of the Company’s interest earning assets and in particular its securities portfolio.  Generally, the value of securities fluctuates inversely with changes in interest rates.  Increases in interest rates could result in decreases in the market value of interest earning assets, which could adversely affect the Company’s stockholders’ equity and its results of operations if sold.  The Company is also subject to reinvestment risk associated with changes in interest rates.  Changes in market interest rates could also affect the type (fixed-rate or adjustable-rate) and the amount of loans originated by the Company and the average life of loans and securities, which can impact the yields earned on the Company’s loans and securities. Changes in interest rates may affect the average life of loans and mortgage related securities.  In periods of decreasing interest rates, the average life of loans and securities held by the Company may be shortened to the extent increased prepayment activity occurs during such periods which, in turn, may result in the investment of funds from such prepayments in lower yielding assets.  Under these circumstances the Company is subject to reinvestment risk to the extent that it is unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities.  Additionally, increases in interest rates may result in decreasing loan prepayments with respect to fixed rate loans (and therefore an increase in the average life of such loans), may result in a decrease in loan demand, and make it more difficult for borrowers to repay adjustable rate loans.

 

The Company utilizes the results of a detailed and dynamic simulation model to quantify the estimated exposure to net interest income to sustained interest rate changes.  Management routinely monitors simulated net interest income sensitivity over a rolling two-year horizon.  The simulation model captures the seasonality of the Company’s deposit flows and the impact of changing interest rates on the interest income received and the interest expense paid on all assets and liabilities reflected on the Company’s consolidated balance

 

53



 

 

sheet.  This sensitivity analysis is compared to the asset and liability policy limits that specify a maximum tolerance level for net interest income exposure over a one-year horizon given a 100 and 200 basis point upward shift in interest rates and a 100 basis point downward shift in interest rates.  A parallel and pro rata shift in rates over a twelve-month period is assumed.

 

The following reflects the Company’s net interest income sensitivity analysis at June 30, 2012:

 

 

 

June 30, 2012

 

December 31, 2011

 

Change in Interest

 

Potential Change

 

Potential Change

 

Rates in Basis Points

 

in Net

 

in Net

 

(Dollars in thousands)

 

Interest Income

 

Interest Income

 

 

 

$ Change

 

% Change

 

$ Change

 

% Change

 

200

 

$

(1,713

)

(3.81

)%

$

(1,968

)

(4.32

)%

100

 

$

(813

)

(1.81

)%

$

(926

)

(2.03

)%

Static

 

 

 

 

 

(100)

 

$

250

 

0.56

%

$

(16

)

(0.04

)%

 

The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, but not limited to, the nature and timing of interest rate levels and yield curve shapes, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. While assumptions are developed based upon perceived current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences may change.

 

Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals, prepayment penalties and product preference changes and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that management might take in responding to, or anticipating changes in interest rates and market conditions.

 

Item 4. Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2012.  Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.  There has been no change in the Company’s internal control over financial reporting during the quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

There have been no material changes to the factors disclosed in Item 1A., Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)                                  Not applicable.

(b)                                 Not applicable.

(c)                                  Not applicable.

 

54



 

 

Item 3. Defaults upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable.

 

Item 6. Exhibits and Reports on Form 8-K

 

31.1

 

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

31.2

 

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

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350

101

 

The following financial statements from Bridge Bancorp, Inc.’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2012, filed on August 9, 2012, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the Three and Six Months Ended June 30, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011, (iv) Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011, and (vi) the Condensed Notes to Consolidated Financial Statements. (1)

101.INS

 

XBRL Instance Document (1)

101.SCH

 

XBRL Taxonomy Extension Schema Document (1)

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document (1)

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document (1)

101.DEF

 

XBRL Taxonomy Extension Definitions Linkbase Document (1)

 

(1) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

55



 

 

SIGNATURES

 

In accordance with the requirement of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

BRIDGE BANCORP, INC.

 

Registrant

 

 

 

 

August 9, 2012

/s/ Kevin M. O’Connor

 

Kevin M. O’Connor

 

President and Chief Executive Officer

 

 

August 9, 2012

/s/ Howard H. Nolan

 

Howard H. Nolan

 

Senior Executive Vice President, Chief Financial Officer

 

56