# Dime Commercial Bancshares, Inc.: Form 10-K for the period ended Dec 31, 2009 - Company: [Dime Commercial Bancshares, Inc.](/companies/dcom.md) (CIK 846617) - Form: 10-K - Filed: 2010-03-11 - Accepted by EDGAR: Mar 11, 2010, 21:47 ET - Period: 2009-12-31 - Accession: 0000950123-10-023632 - Inline XBRL: no - Main document: https://www.sec.gov/Archives/edgar/data/846617/000095012310023632/c97596e10vk.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/846617/000095012310023632/ ## Business As filed, 33,899 characters. Bridge Bancorp, Inc. (the “Registrant” or “Company”) is a registered bank holding company for The Bridgehampton National Bank (the “Bank”). The Bank was established in 1910 as a national banking association and is headquartered in Bridgehampton, New York. The Registrant was incorporated under the laws of the State of New York in 1988, at the direction of the Board of Directors of the Bank for the purpose of becoming a bank holding company pursuant to a plan of reorganization; under which the former shareholders of the Bank became the shareholders of the Company. Since commencing business in March 1989, after the reorganization, the Registrant has functioned primarily as the holder of all of the Bank’s common stock. In May 1999, the Bank established a real estate investment trust subsidiary, Bridgehampton Community, Inc. (“BCI”) as an operating subsidiary. The assets transferred to BCI are viewed by the bank regulators as part of the Bank’s assets in consolidation. The operations of the Bank also include Bridge Abstract LLC (“Bridge Abstract”), a wholly owned subsidiary of the Bank which is a broker of title insurance services. In October 2009, the Company formed Bridge Statutory Capital Trust II (the “Trust”) a wholly owned subsidiary, which sold $16.0 million of 8.5% cumulative convertible Trust Preferred Securities (the “Trust Preferred Securities”) in a private placement to accredited investors. The Bank operates sixteen branches on eastern Long Island. Federally chartered in 1910, the Bank was founded by local farmers and merchants. For nearly a century, the Bank has maintained its focus on building customer relationships in this market area. The mission of the Company is to grow through the provision of exceptional service to its customers, its employees, and the community. The Company strives to achieve excellence in financial performance and build long term shareholder value. The Bank engages in full service commercial and consumer banking business, including accepting time, savings and demand deposits from the consumers, businesses and local municipalities surrounding its branch offices. These deposits, together with funds generated from operations and borrowings, are invested primarily in: (1) commercial real estate loans; (2) home equity loans; (3) construction loans; (4) residential mortgage loans; (5) secured and unsecured commercial and consumer loans; (6) FHLB, FNMA, GNMA and FHLMC mortgage-backed securities and collateralized mortgage obligations; (7) New York State and local municipal obligations; and (8) U.S government sponsored entity (“U.S. GSE”) securities. The Bank also offers the CDARS program, providing up to $50.0 million of FDIC insurance to its customers. In addition, the Bank offers merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes and individual retirement accounts. Through its title insurance abstract subsidiary, the Bank acts as a broker for title insurance services. The Bank’s customer base is comprised principally of small businesses, municipal relationships and consumer relationships. The Bank employs 195 people on a full-time and part-time basis. The Bank provides a variety of employment benefits and considers its relationship with its employees to be positive. In addition, the Company has an equity incentive plan under which it may issue shares of the common stock of the Company. All phases of the Bank’s business are highly competitive. The Bank faces direct competition from a significant number of financial institutions operating in its market area, many with a statewide or regional presence, and in some cases, a national presence. There is also competition for banking business from competitors outside of its market areas. Most of these competitors are significantly larger than the Bank, and therefore have greater financial and marketing resources and lending limits than those of the Bank. The fixed cost of regulatory compliance remains high for community banks as compared to their larger competitors that are able to achieve economies of scale. The Bank considers its major competition to be local commercial banks as well as other commercial banks with branches in the Bank’s market area. Other competitors include mortgage brokers and financial services firms other than financial institutions such as investment and insurance companies. Increased competition within the Bank’s market areas may limit growth and profitability. Additionally, as the Bank’s market area expands westward, competitive pressure in new markets is expected to be strong. The title insurance abstract subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance. In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions. The Bank’s principal market area is located in Suffolk County, New York. Suffolk County is located on the eastern portion of Long Island and has a population of approximately 1.5 million. Eastern Long Island is semi-rural. Surrounded by water and including the Hamptons and North Fork, the region is a recreational destination for the New York metropolitan area, and a highly regarded resort locale world-wide. While the local economy flourishes in the summer months as a result of the influx of tourists and second homeowners, the year-round population has grown considerably in recent years, resulting in a reduction of the seasonal fluctuations in the economy. Industries represented in the marketplace include retail establishments; construction and trades; restaurants and bars; lodging and recreation; professional entities; real estate; health services; passenger transportation and agricultural and related businesses. During the last decade, the Long Island wine industry has grown with an increasing number of new wineries and vineyards locating in the region each year. The vast majority of businesses are considered small businesses employing fewer than ten full-time employees. In recent years, more national chains have opened retail stores within the villages on the north and south forks of the island. Major employers in the region include the municipalities, school districts, hospitals, and financial institutions. Since 2007, the Bank has opened five new branches. In January 2007, the Bank opened a branch in the Village of Southampton; in February 2007, in Cutchogue; and in September 2007, the Bank opened its first branch in the Town of Riverhead, located in Wading River. During 2009, the Bank opened two new branches. In April 2009, the Bank opened a new branch in Shirley and in December 2009, the Bank opened a new full service branch facility in the Village of East Hampton. The opening of the branch facilities in Wading River and Shirley, move the Bank geographically westward and demonstrate our commitment to traditional growth through branch expansion. In November 2008, the Bank received approval from the Office of the Comptroller of the Currency (“OCC”) to open a new branch facility in Deer Park, New York. In addition, in July 2009, the Bank received approval from the OCC to open a new branch in Center Moriches, New York, and in March 2010, the Bank received approval from the OCC to open a new branch in Patchogue, New York. The Bank anticipates opening the Center Moriches branch in the first half of 2010. The Deer Park and Patchogue branch locations are expected to open during the second half of 2010. The Bank routinely adds to its menu of products and services, continually meeting the needs of consumers and businesses. We believe positive outcomes in the future will result from the expansion of our geographic footprint, investments in infrastructure and technology, such as BridgeNEXUS, our remote deposit capture product, lockbox processing, and continued focus on placing our customers first. In January 2009, the Bank launched Bridge Investment Services, offering a full range of investment products and services through a third party broker dealer. The Bank plans to roll out its new commercial online bill paying service, as well as a new mobile banking product during the first half of 2010. The Company, the Bank and its subsidiaries with the exception of the real estate investment trust, which files its own federal and state tax return, report their income on a consolidated basis using the accrual method of accounting and are subject to federal and state income taxation. In general, banks are subject to federal income tax in the same manner as other corporations. However, gains and losses realized by banks from the sale of available for sale securities are generally treated as ordinary income, rather than capital gains or losses. The Bank is subject to the New York State Franchise Tax on Banking Corporations based on certain criteria. The taxation of net income is similar to federal taxable income subject to certain modifications. #### REGULATION AND SUPERVISION #### The Bridgehampton National Bank The Bank is a national bank organized under the laws of the United States of America. The lending, investment, and other business operations of the Bank are governed by federal law and regulations and the Bank is prohibited from engaging in any operations not specifically authorized by such laws and regulations. The Bank is subject to extensive regulation by the Office of the Comptroller of the Currency (“OCC”) and to a lesser extent by the Federal Deposit Insurance Corporation (“FDIC”), as its deposit insurer as well as by the Board of Governors of the Federal Reserve System. The Bank’s deposit accounts are insured up to applicable limits by the FDIC under its Deposit Insurance Fund (“DIF”). A summary of the primary laws and regulations that govern the operations of the Bank are set forth below. #### Loans and Investments There are no restrictions on the type of loans a national bank can originate and/or purchase. However, OCC regulations govern the Bank’s investment authority. Generally, a national bank is prohibited from investing in corporate equity securities for its own account. Under OCC regulations, a national bank may invest in investment securities, which is generally defined as securities in the form of a note, bond or debenture. The OCC classifies investment securities into five different types and, depending on its type, a national bank may have the authority to deal in and underwrite the security. The OCC has also permitted national banks to purchase certain noninvestment grade securities that can be reclassified and underwritten as loans. #### Lending Standards The federal banking agencies adopted uniform regulations prescribing standards for extensions of credit that are secured by liens on interests in real estate or made for the purpose of financing the construction of a building or other improvements to real estate. Under these regulations, all insured depository institutions, such as the Bank, must adopt and maintain written policies that establish appropriate limits and standards for extensions of credit that are secured by liens or interests in real estate or are made for the purpose of financing permanent improvements to real estate. These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements. The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators. #### Federal Deposit Insurance The Bank is a member of the DIF, which is administered by the FDIC. Deposit accounts at the Bank are insured by the FDIC, generally up to a maximum of $100,000 for each separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts. However, the FDIC increased the deposit insurance available on all deposit accounts to $250,000, effective until June 30, 2010. In addition, certain non interest-bearing transaction accounts maintained with financial institutions participating in the FDIC’s Temporary Liquidity Guarantee Program are fully insured regardless of the dollar amount until June 30, 2010. The Bank has opted to participate in the FDIC’s Temporary Liquidity Guarantee Program. See “Temporary Liquidity Guarantee Program” below. The FDIC imposes an assessment against all depository institutions for deposit insurance. This assessment is based on the risk category of the institution and, prior to 2009, ranged from 5 to 43 basis points of the institution’s deposits. In 2008, as a result of a decrease in the reserve ratio of the DIF, the FDIC issued a proposed rule establishing a Restoration Plan for the DIF. On December 22, 2008, the FDIC published a final rule raising the current deposit insurance assessment rates uniformly for all institutions by 7 basis points (to a range from 12 to 50 basis points) for the first quarter of 2009. However, the FDIC approved an extension of the comment period on the parts of the proposed rulemaking that would become effective on April 1, 2009. On February 27, 2009, the FDIC issued a second final rule, to be effective April 1, 2009, to change the way that the FDIC’s assessment system differentiates for risk and to set new assessment rates beginning with the second quarter of 2009. In May 2009, the FDIC issued a final rule to impose an emergency special assessment of 5 basis points on all banks based on their total assets less tier one capital as of June 30, 2009. The special assessment was payable on September 30, 2009. During the second quarter of 2009, the Company recorded an expense of $375,000 related to the FDIC special assessment. On November 12, 2009, the FDIC issued a final rule that required insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. The FDIC also adopted a uniform 3 basis point increase in assessment rates effective on January 1, 2011. The Company’s prepayment of FDIC assessments for 2010, 2011 and 2012 was $3.8 million which will be amortized to expense over three years. Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not know of any practice, condition or violation that might lead to termination of deposit insurance. In addition to the FDIC assessments, the Financing Corporation (FICO) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended December 31, 2009, the annualized FICO assessment was equal to 1.10 basis points for each $100 in domestic deposits maintained at an institution. #### Temporary Liquidity Guarantee Program On October 14, 2008, the FDIC announced a new program — the Temporary Liquidity Guarantee Program. This program has two components. One, the Debt Guarantee Program (“DGP”), guarantees newly issued senior unsecured debt of the participating organizations, up to certain limits established for each institution, issued between October 14, 2008 and October 31, 2009. The FDIC will pay the unpaid principal and interest on an FDIC-guaranteed debt instrument upon the uncured failure of the participating entity to make a timely payment of principal or interest in accordance with the terms of the instrument. The guarantee will remain in effect until December 31, 2012. In return for the FDIC’s guarantee, participating institutions will pay the FDIC a fee based on the amount and maturity of the debt. The Bank has opted to participate in the DGP component of the Temporary Liquidity Guarantee Program however, there is no guaranteed debt issued to date. In order to ensure a smooth phase out of the DGP, the FDIC established a limited emergency guarantee facility. If an institution is unable to issue non-guaranteed debt to replace the maturing senior unsecured debt as of October 31, 2009, the institution can apply for an emergency guarantee facility. If the application is approved, the FDIC will guarantee the senior unsecured debt issued on or before April 30, 2010. Participating institutions will pay the FDIC a fee equal to an annualized assessment rate of a minimum of 300 basis points. The other component of the program provides full federal deposit insurance coverage for non-interest bearing transaction deposit accounts, regardless of dollar amount, until June 30, 2010. An annualized 10 basis point assessment on balances in non interest-bearing transaction accounts that exceed the existing deposit insurance limit of $250,000 will be assessed on a quarterly basis to insured depository institutions that have not opted out of this component of the Temporary Liquidity Guarantee Program. The Bank has opted to participate in this component of the Temporary Liquidity Guarantee Program. #### Capitalization Under OCC regulations, all national banks are required to comply with minimum capital requirements. For an institution determined by the OCC to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization, rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier I capital to total assets of 3%. For all other institutions, the minimum leverage capital ratio is not less than 4%. Tier I capital is the sum of common shareholders’ equity, non-cumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items. The OCC regulations require national banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to four risk-weighted categories ranging from 0% to 100%, with higher levels of capital being required for the categories perceived as representing greater risk. For example, under the OCC’s risk-weighting system, cash and securities backed by the full faith and credit of the U.S. government are given a 0% risk weight, loans secured by one-to-four family residential properties generally have a 50% risk weight, and commercial loans have a risk weighting of 100%. National banks, such as the Bank, must maintain a minimum ratio of total capital to risk-weighted assets of at least 8%, of which at least one-half must be Tier I capital. Total capital consists of Tier I capital plus Tier 2 or supplementary capital items, which include allowances for loan losses in an amount of up to 1.25% of risk-weighted assets, cumulative preferred stock and certain other capital instruments, and a portion of the net unrealized gain on equity securities. The includable amount of Tier 2 capital cannot exceed the amount of the institution’s Tier I capital. Banks that engage in specified levels of trading activities are subject to adjustments in their risk based capital calculation to ensure the maintenance of sufficient capital to support market risk. The OCC, along with the other federal banking agencies, has adopted a regulation providing that the agencies will take into account the exposure of a bank’s capital and economic value to changes in interest rate risk in assessing a bank’s capital adequacy. The OCC also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is, or is likely to become, inadequate in light of the particular circumstances. #### Safety and Soundness Standards Each federal banking agency, including the OCC, has adopted guidelines establishing general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder. #### Prompt Corrective Regulatory Action Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. The OCC may order national banks which have insufficient capital to take corrective actions. For example, a bank which is categorized as “undercapitalized” would be subject to growth limitations and would be required to submit a capital restoration plan, and a holding company that controls such a bank would be required to guarantee that the bank complies with the restoration plan. A “significantly undercapitalized” bank would be subject to additional restrictions. National banks deemed by the OCC to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator. #### Dividends Under federal law and applicable regulations, a national bank may generally declare a dividend, without approval from the OCC, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend. #### Transactions with Affiliates and Insiders Sections 23A and 23B of the Federal Reserve Act govern transactions between a national bank and its affiliates, which includes the Company. The Federal Reserve Board has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve Board interpretations under Sections 23A and 23B. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated as an affiliate of the bank for the purposes of Sections 23A and 23B; however, the OCC has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis. Sections 23A and 23B limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and surplus, and limit all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. The statutory sections also require that all such transactions be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amounts. In addition, any covered transaction by an association with an affiliate and any purchase of assets or services by an association from an affiliate must be on terms that are substantially the same, or at least as favorable, to the bank as those that would be provided to a non-affiliate. A bank’s loans to its executive officers, directors, any owner of more than 10% of its stock (each, an insider) and any of certain entities affiliated with any such person (an insider’s related interest) are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the FRB’s Regulation O thereunder. Under these restrictions, the aggregate amount of the loans to any insider and the insider’s related interests may not exceed the loans-to-one-borrower limit applicable to national banks. All loans by a bank to all insiders and insiders’ related interests in the aggregate may not exceed the bank’s unimpaired capital and unimpaired surplus. With certain exceptions, loans to an executive officer, other than loans for the education of the officer’s children and certain loans secured by the officer’s residence, may not exceed the greater of $25,000 or 2.5% of the bank’s unimpaired capital and unimpaired surplus, but in no event more than $100,000. Regulation O also requires that any proposed loan to an insider or a related interest of that insider be approved in advance by a majority of the board of directors of the bank, with any interested director not participating in the voting, if such loan, when aggregated with any existing loans to that insider and the insider’s related interests, would exceed either $500,000 or the greater of $25,000 or 5% of the bank’s unimpaired capital and surplus. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are no less stringent than, those that are prevailing at the time for comparable transactions with other persons and must not present more than a normal risk of collectibility. An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank. #### Examinations and Assessments The Bank is required to file periodic reports with and is subject to periodic examination by the OCC. Federal regulations generally require annual on-site examinations for all depository institutions and annual audits by independent public accountants for all insured institutions. The Bank is required to pay an annual assessment to the OCC to fund its supervision. #### Community Reinvestment Act Under the Community Reinvestment Act (“CRA”), the Bank has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the OCC in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank. For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching) proposals and may be the basis for approving, denying or conditioning the approval of an application. As of the date of its most recent regulatory examination, the Bank was rated “satisfactory” with respect to its CRA compliance. #### USA PATRIOT Act The USA PATRIOT Act of 2001 gave the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. The USA PATRIOT Act also required the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application of a member institution. Accordingly, if the Bank engages in a merger or other acquisition, our controls designed to combat money laundering would be considered as part of the application process. The Bank has established policies, procedures and systems designed to comply with these regulations. *Bridge Bancorp, Inc.* The Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (“BHCA”), and the rules and regulations of the Federal Reserve Board under the BHCA applicable to bank holding companies. The Company is required to file reports with, and otherwise comply with the rules and regulations of the Federal Reserve Board. These regulatory authorities have extensive enforcement authority over the institutions that they regulate to prohibit or correct activities that violate law, regulation or a regulatory agreement or which are deemed to be unsafe or unsound banking practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions. Any change in laws and regulations, whether by the OCC, the FDIC, the Federal Reserve Board or through legislation, could have a material adverse impact on the Bank and the Company and their operations and stockholders. Additional information on regulatory requirements is set forth in Note 14 to the Consolidated Financial Statements. The Company had nominal results of operations for 2009, 2008 and 2007 on a parent-only basis. In 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the “TPS”), through its subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount of $1,000 per security and the TPS shares are convertible into our common stock, at an effective conversion price of $31 per share. The TPS mature in 30 years but are callable by the company at par any time after September 30, 2014. During 2008, the Company received approval and began trading on the NASDAQ Global Select Market under the symbol “BDGE”. Equity incentive plan grants of stock options and stock awards are recorded directly to the holding company. The Company’s sources of funds are dependent on dividends from the Bank, its own earnings, additional capital raised and borrowings. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank’s results of operations are primarily dependent on its net interest income. The Bank also generates non interest income, such as fee income on deposit accounts and merchant credit and debit card processing programs, income from its title insurance abstract subsidiary, and net gains on sales of securities and loans. The level of its non interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from its title insurance abstract subsidiary, and income tax expense, further affects the Bank’s net income. The Company files certain reports with the Securities and Exchange Commission (“SEC”) under the federal securities laws. The Company’s operations are also subject to extensive regulation by other federal, state and local governmental authorities and it is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations. Management believes that the Company is in substantial compliance, in all material respects, with applicable federal, state and local laws, rules and regulations. Because the Company’s business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change. There can be no assurance that these proposed laws, rules and regulations, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect the Company’s business, financial condition or prospects. #### OTHER INFORMATION Through a link on the Investor Relations section of the Bank’s website of *www.bridgenb.com*, copies of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) for 15(d) of the Exchange Act, are made available, free of charge, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Copies of such reports and other information also are available at no charge to any person who requests them or at *www.sec.gov*. Such requests may be directed to Bridge Bancorp, Inc., Investor Relations, 2200 Montauk Highway, PO Box 3005, Bridgehampton, NY 11932, (631) 537-1000. ## Risk factors As filed, 10,865 characters. #### Concentration of Loan Portfolio The Bank generally invests a significant portion of its assets in loans secured by commercial and residential real estate properties located in eastern Long Island. A downturn in real estate values and economic conditions on eastern Long Island could have a significant impact on the value of collateral securing the loans as well as the ability for the repayment of loans. See a further discussion in “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Loans.” #### Changes in Interest Rates Could Affect Profitability The ability to earn a profit, like most financial institutions, depends on the net interest income, which is the difference between the interest income that the Bank earns on its interest-bearing assets, such as loans and investments, and the interest expense that the Bank pays on its interest-bearing liabilities, such as deposits. The Bank’s profitability depends on its ability to manage its assets and liabilities during periods of changing market interest rates. A sustained decrease in market interest rates could adversely affect the Bank’s earnings. When interest rates decline, borrowers tend to refinance higher-rate, fixed-rate loans at lower rates. Under those circumstances, the Bank would not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans or in investment securities. In addition, the majority of the Bank’s loans are at variable interest rates, which would adjust to lower rates. In a period of rising interest rates, the interest income earned on the Bank’s assets may not increase as rapidly as the interest paid on its liabilities. In an increasing interest rate environment, the Bank’s cost of funds is expected to increase more rapidly than interest earned on its loan and investment portfolio as the primary source of funds is deposits with generally shorter maturities than those on its loans and investments. This makes the balance sheet more liability sensitive in the short term. #### Geographic Location and Competition The Bank’s market area is located in Suffolk County on eastern Long Island and its customer base is mainly located in the towns of East Hampton, Southampton, Southold and Riverhead. In 2009, the Bank expanded its market areas to include a branch in Shirley, New York located in the town of Brookhaven. During 2010 the Bank plans to continue to expand westward to Center Moriches and Patchogue, New York located in the Town of Brookhaven and Deer Park, New York located within the town of Babylon. Competition in the banking and financial services industry remains intense. The profitability of the Bank depends on the continued ability to successfully compete. The Bank competes with commercial banks, savings banks, insurance companies, and brokerage and investment banking firms. Many of our competitors have substantially greater resources and lending limits than the Bank and may offer certain services that the Bank does not provide. In addition, competitors recently have been offering deposits at higher rates and loans with lower fixed rates, more attractive terms and less stringent credit structures than the Bank has been willing to offer. Furthermore, the high cost of living on the twin forks of eastern Long Island creates staff recruitment and retention challenges. #### The Company’s Future Depends on Successful Growth of its Subsidiary The Company’s primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, the Company’s future profitability will depend on the success and growth of this subsidiary. #### The Loss of Key Personnel Could Impair our Future Success Our future success depends in part on the continued service of our executive officers, other key management, as well as our staff, and on our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of services of one or more of our key personnel or our inability to timely recruit replacements for such personnel, or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results, and financial condition. In February 2008, the Company’s Chief Retail Banking Officer (“CRBO”) resigned and in March 2008, the Company hired James Manseau as the Company’s CRBO. In addition, Kevin M. O’Connor was appointed to the Board of Directors in October 2007 and became President and Chief Executive Officer effective January 1, 2008 succeeding Thomas J. Tobin. Mr. Tobin assumed his new role as President Emeritus and Advisor to the Board effective January 1, 2008 through March 2, 2010, his retirement date. Effective as of March 3, 2010, Mr. Tobin was retained on a part time basis as the co-chair of the Enterprise Risk Management Committee. Mr. Tobin remains a member of the Board of Directors. #### Highly Regulated Environment The Bank and Company are subject to extensive regulation, supervision and examination by the OCC, FDIC, the Federal Reserve Board and the SEC. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the consumer. Recently regulators have intensified their focus on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements. In order to comply with regulations, guidelines and examination procedures in this area as well as other areas of the Bank, we have been required to adopt new policies and procedures and to install new systems. We cannot be certain that the policies, procedures, and systems we have in place are flawless and there is no assurance that in every instance we are in full compliance with these requirements. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations. #### We May Be Adversely Affected By Current Economic and Market Conditions The national and global economic downturn that began in 2007 has resulted in unprecedented levels of financial market volatility which may depress the market value of financial institutions, limit access to capital or have a material adverse effect on the financial condition or results of operations of banking companies. Since 2008 significant declines in the values of mortgage-backed securities and derivative securities by financial institutions, government sponsored entities, and major commercial and investment banks has led to decreased confidence in financial markets among borrowers, lenders, and depositors, as well as disruption and extreme volatility in the capital and credit markets and the failure of some entities in the financial sector. As a result, many lenders and institutional investors have reduced or ceased to provide funding to borrowers. While financial markets appear to be stabilizing and there are a few positive signs of economic recovery including increased local real estate activity, economic uncertainty remains. Unemployment rates are high and consumer confidence is low. While the timing of an economic recovery remains unknown this may have an adverse affect on the Company. Turbulence in the capital and credit markets may adversely affect our liquidity and financial condition and the willingness of certain counterparties and customers to do business with us. #### Increases to the Allowance for Credit Losses May Cause Our Earnings to Decrease Our customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance. Hence, we may experience significant loan losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the amount of the allowance for credit losses, we rely on loan quality reviews, past loss experience, and an evaluation of economic conditions, among other factors. If our assumptions prove to be incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to the allowance. Material additions to the allowance would materially decrease our net income. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition. #### Increases in FDIC Insurance Premiums May Cause Our Earnings to Decrease The Emergency Economic Stabilization Act (“EESA”) temporarily increased the limit on FDIC coverage to $250,000 through June 30, 2010. In addition, we have enrolled in the Temporary Liquidity Guarantee Program for non interest bearing transaction deposit accounts. On February 27, 2009, the FDIC issued a final rule, effective April 1, 2009, to change the way that the FDIC’s assessment system differentiates for risk and to set new assessment rates beginning with the second quarter of 2009. In May 2009, the FDIC issued a final rule to impose an emergency special assessment of 5 basis points on all banks based on their total assets less tier one capital as of June 30, 2009. The special assessment was payable on September 30, 2009. During the second quarter of 2009, the Company recorded an expense of $375,000 related to the FDIC special assessment. In November 2009, the FDIC issued a final rule that required insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. The FDIC also adopted a uniform 3 basis point increase in assessment rates effective on January 1, 2011. The Company’s prepayment of FDIC assessments on December 31, 2009 was $3.8 million which will be amortized to expense over three years. This, along with the full utilization or our assessment credit in early 2008 and the increase in FDIC insurance rates, caused the premiums assessed by the FDIC to increase. These actions have significantly increased our expense in 2009 and will continue to affect our earnings in future years as long as the increased premiums are in place. ## Properties As filed, 1,793 characters. At present, the Registrant does not own or lease any property. The Registrant uses the Bank’s space and employees without separate payment. Headquarters are located at 2200 Montauk Highway, Bridgehampton, New York 11932. The Bank’s internet address is *www.bridgenb.com.* All of the Bank’s properties are located in Suffolk County, New York. The Bank’s Main Office in Bridgehampton is owned. The Bank also owns buildings that house its Montauk Branch located at 1 The Plaza, Montauk; its Southold Branch located at 54790 Main Road, Southold; its Westhampton Beach Office at 194 Mill Road, Westhampton Beach; its Southampton Village Branch located at 150 Hampton Road, Southampton; and its East Hampton Village Branch located at 8 Gingerbread Lane, East Hampton. The Bank currently leases out a portion of the Montauk building and the Westhampton Beach building. The Bank leases nine additional properties on eastern Long Island as branch locations at 32845 Main Road, Cutchogue; 26 Park Place, East Hampton; 218 Front Street, Greenport; 48 East Montauk Highway, Hampton Bays; Mattituck Plaza, Main Road, Mattituck; 2 Bay Street, Sag Harbor; 425 County Road 39A, Southampton; 6324 Route 25A, Wading River and 630 Montauk Highway, Shirley. Additionally, the Bank utilizes space for a branch in the retirement community, Peconic Landing at 1500 Brecknock Road, Greenport. In 2008, the Bank entered into a lease agreement for a branch in Deer Park, New York. In 2009, the Bank entered into a lease agreement for a branch in Center Moriches, New York and in January 2010 the Bank entered into a lease agreement for a branch in Patchogue, New York. The Bank has contractual rights to purchase real estate in the Town of Southold which will also be considered as a site for a future branch facility. ## Legal proceedings As filed, 329 characters. The Registrant and its subsidiary are subject to certain pending and threatened legal actions that arise out of the normal course of business. In the opinion of management at the present time, the resolution of any pending or threatened litigation will not have a material adverse effect on its consolidated financial statements. ## Management's discussion and analysis As filed, 88,415 characters. #### PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT This report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management of the Company. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimates,” “assumes,” “likely,” and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and business of the Company, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the Company’s consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the abstract subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies. For this presentation, the Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA. Factors that could cause future results to vary from current management expectations include, but are not limited to: changes in economic conditions including an economic recession that could affect the value of real estate collateral and the ability for borrowers to repay their loans; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes in tax policies, rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demand for loan products and other financial services; competition; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in management’s business strategies; changes in accounting principles, policies or guidelines; changes in real estate values and other factors discussed elsewhere in this report, factors set forth under Item 1A., Risk Factors, and in other reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. #### OVERVIEW #### Who We Are and How We Generate Income Bridge Bancorp, Inc., a New York corporation, is a single bank holding company formed in 1989. On a parent-only basis, the Company has had minimal results of operations. The Company is dependent on dividends from its wholly owned subsidiary, The Bridgehampton National Bank (“the Bank”), its own earnings, additional capital raised, and borrowings as sources of funds. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank’s results of operations are primarily dependent on its net interest income, which is mainly the difference between interest income on loans and investments and interest expense on deposits and borrowings. The Bank also generates non interest income, such as fee income on deposit accounts and merchant credit and debit card processing programs, income from its title abstract subsidiary, and net gains on sales of securities and loans. The level of its non interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from its title insurance subsidiary, and income tax expense, further affects the Bank’s net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. #### Year and Quarterly Highlights - Returns on average equity and average assets of 15.58% and 1.06%, respectively for 2009; - Net income of $2.2 million or $0.36 per diluted share for the fourth quarter 2009 and $8.8 million or $1.43 per diluted share for 2009, unchanged from prior year levels; - Net interest income increased $5.4 million from 2008 to 2009 with a net interest margin of 4.69% for 2009, and 4.70% for 2008; - Total assets of $897.3 million at December 31, 2009, an increase of 6.9% over the same date last year; - Total loans of $448.0 million at December 31, 2009, an increase of 4.3% from December 31, 2008; - Total investments of $384.7 million at December 31, 2009, an increase of 7.5% over December 31, 2008; - Total deposits of $793.5 million at December 31, 2009, an increase of $134.5 million or 20.4% over the same date last year; - Enhanced capital with the private placement of $16.0 million in Convertible Trust Preferred Securities. - The Company’s capital levels remain strong with a Tier 1 Capital to Quarterly Average Assets ratio of 8.6%. The Company is positioned well for future growth. Stockholders’ equity totaled $61.9 million at December 31, 2009 as compared $56.1 million at December 31, 2008; - Declaration of cash dividends totaling $0.92 for 2009; - Launched a Dividend Reinvestment Plan during 2009; - Named for the second straight year as an “All Star” bank by Sandler O’Neill & Partners and recognized as a top community bank by the ICBA; - The addition of the Company’s common stock to the Russell 3000 stock market index. #### Significant Events The economic events of the past two years have been unprecedented. During 2008, the failure of several large financial institutions along with the conservatorship of Fannie Mae and Freddie Mac driven by the diminution in housing values and sub-prime mortgage lending has resulted in multiple actions by the United States government. On October 3, 2008, the Congress passed the Emergency Economic Stabilization Act of 2008 (“EESA”) which provides up to $700 billion and grants new authorities to the United States Treasury Department (“Treasury”), the Federal Reserve Board (“FRB”) and the Federal Deposit Insurance Corporation (“FDIC”) for initiatives to restore stability and liquidity to U.S. markets. Many European nations have also taken actions to inject liquidity and capital into critical financial institutions in order to stabilize world markets. On October 14, 2008, the Treasury, FRB and FDIC jointly announced a sweeping plan to invest in banks and thrifts to help restore confidence in the U.S. banking system. Some of the actions taken by these governmental agencies included: (i) temporarily increasing FDIC insurance coverage to $250,000 from $100,000 ; (ii) reducing the targeted federal funds rate to between 0 and 0.25% from 2.00% and the discount rate to 0.25% from 2.25%, respectively; (iii) temporarily guaranteeing Money Market mutual funds (iv) introducing a capital purchase program whereby the Treasury will purchase up to $250 billion in senior preferred shares from healthy qualifying financial institutions; and (v) introducing a Temporary Liquidity Guarantee Program (“TLGP”) whereby the FDIC will guarantee newly issued senior unsecured debt on or before June 30, 2009 and provide unlimited FDIC insurance coverage for non-interest bearing transaction accounts for thirty days without charge followed by an annualized 10 basis point assessment for the insurance coverage above $250,000 on such accounts effective until December 31, 2009. In November 2008, the Bank opted to participate in the TLGP. In 2009, the FDIC’s guarantee of unsecured debt was extended to October 31, 2009 and the FDIC insurance coverage for non-interest bearing transaction accounts to $250,000 was extended to June 30, 2010. In order to ensure a smooth phase out of the debt guaranteed program on October 31, 2009, the FDIC established a limited emergency guarantee facility. If an institution is unable to issue non-guaranteed debt to replace the maturing senior unsecured debt as of October 31, 2009, the institution can apply for an emergency guarantee facility. If the application is approved, the FDIC will guarantee the senior unsecured debt issued on or before April 30, 2010. Participating institutions will pay the FDIC a fee equal to an annualized assessment rate of a minimum of 300 basis points. One of the provisions resulting from the EESA was the Treasury’s Capital Purchase Program (“CPP”), which provided direct equity investment of perpetual preferred stock by the Treasury in qualified financial institutions. The program is voluntary and requires an institution to comply with a number of restrictions and provisions, including limits on executive compensation, stock redemptions and declaration of dividends. Applications were due by November 14, 2008 and were subject to approval by the Treasury. In November 2008, the Company filed an application to participate in this program. In order to be eligible to participate in this program, the Company also filed a proxy statement in November 2008 requesting shareholder approval to amend its certificate of incorporation and authorize the issuance of preferred stock. On December 12, 2008, the shareholders approved the proposal and on January 7, 2009 the Company’s application to participate in this program was approved by the Treasury Department. On January 27, 2009, management and the Board, after careful deliberation and thoughtful review of the relevant issues, determined it was not in our shareholders’ best interest to participate, and declined the Treasury investment. On February 27, 2009, the FDIC issued a final rule, effective April 1, 2009, to change the way that the FDIC’s assessment system differentiates for risk and to set new assessment rates beginning with the second quarter of 2009. In May 2009, the FDIC issued a final rule to impose an emergency special assessment of 5 basis points on all banks based on their total assets less tier one capital as of June 30, 2009. The special assessment was payable on September 30, 2009. During the second quarter of 2009, the Company recorded an expense of $375,000 related to the FDIC special assessment. In November 2009, the FDIC issued a final rule that required insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. The FDIC also adopted a uniform 3 basis point increase in assessment rates effective on January 1, 2011. The Company’s prepayment of FDIC assessments for 2010, 2011 and 2012 was made on December 31, 2009 totaling $3.8 million which will be amortized to expense over three years. On January 12, 2010, the FDIC approved an advance notice of proposed rulemaking that requested feedback from the public on whether employee compensation plans pose risks that should be reflected in the deposit insurance assessment program. The FDIC is concerned that certain compensation structures may encourage risk taking that can result in losses in the financial system. #### Opportunities and Challenges The economic and competitive landscape has changed dramatically over the past two years. Recognizing that our market areas are generally affluent, large money center banks increasingly meet their funding needs by aggressively pricing deposits in the Bank’s markets. Competition for deposits and loans is intense as various banks in the marketplace, large and small, promise excellent service yet often price their products aggressively. Deposit growth is essential to the Bank’s ability to increase earnings; therefore branch expansion and building share in our existing markets remain key strategic goals. Controlling funding costs yet protecting the deposit base along with focusing on profitable growth, presents a unique set of challenges in this operating environment. Since the second half of 2007 and continuing through 2009, the financial markets experienced significant volatility resulting from the continued fallout of sub-prime lending and the global liquidity crises. A multitude of government initiatives along with eight rate cuts by the Federal Reserve totaling 500 basis points have been designed to improve liquidity for the distressed financial markets. The ultimate objective of these efforts has been to help the beleaguered consumer, and reduce the potential surge of residential mortgage loan foreclosures and stabilize the banking system. Despite these actions, many of our competitors, due to liquidity concerns, have not yet fully adjusted their deposit pricing. This contrasts with the impact on assets where yields on loans and securities have declined. The squeeze between declining asset yields and more slowly declining liability pricing has impacted margins. Effective as of February 19, 2010, the Federal Reserve increased the discount rate 50 basis points to 0.75%. The Federal Reserve stated that this rate change was intended to normalize their lending facility and to step away from emergency lending to banks. Growth and service strategies have the potential to offset the tighter net interest margin with volume as the customer base grows through expanding the Bank’s footprint, while maintaining and developing existing relationships. Since 2007, the Bank has opened five new branches. In January 2007, the Bank opened a new branch in the Village of Southampton; in February 2007, in Cutchogue; and in September 2007, in Wading River. In April 2009, the Bank opened a new branch in Shirley, New York, and in December 2009, the Bank opened a state-of-the-art branch facility in the Village of East Hampton. The opening of the branch facilities in Wading River and Shirley, move the Bank geographically westward and demonstrate our commitment to traditional growth through branch expansion. In November 2008, the Bank received approval from the Office of the Comptroller of the Currency (“OCC”) to open a new branch facility in Deer Park, New York. In addition, in July 2009, the Bank received approval from the OCC to open a new branch in Center Moriches, New York, and in March 2010, the Bank received approval from the OCC to open a new branch in Patchogue, New York. The Bank anticipates opening the Center Moriches branch in the first half of 2010. The Deer Park and Patchogue branch locations are expected to open during the second half of 2010. The Bank routinely adds to its menu of products and services, continually meeting the needs of consumers and businesses. We believe positive outcomes in the future will result from the expansion of our geographic footprint, investments in infrastructure and technology, such as BridgeNEXUS, our remote deposit capture product, lockbox processing, and continued focus on placing our customers first. In January 2009, the Bank launched Bridge Investment Services, offering a full range of investment products and services through a third party broker dealer. The Bank plans to roll out its new commercial online bill paying service, as well as a new mobile banking product during the first half of 2010. As 2010 begins there is still significant economic uncertainty. Unemployment remains high, confidence is low and consumers and businesses face a myriad of challenges from higher taxes to increased regulations. While there have been some recent positive signs and real estate activity has increased, management remains cautious about the timeline for a true economic recovery. Corporate objectives for 2010 include: leveraging our expanding branch network to build customer relationships and grow loans and deposits; focusing on opportunities and processes that continue to enhance the customer experience at the Bank; improving operational efficiencies and prudent management of non-interest expense; and maximizing non-interest income through Bridge Abstract as well as other lines of business. The ability to attract, retain, train and cultivate employees at all levels of the Company remains significant to meeting these objectives. The Company has made great progress toward the achievement of these objectives, and avoided many of the problems facing other financial institutions as a result of maintaining discipline in its underwriting, expansion strategies, investing and general business practices. The Company has capitalized on opportunities presented by the market in 2009 and continues during 2010 to diligently seek opportunities for growth and to strengthen the franchise. The Company recognizes the potential risks of the current economic environment and will monitor the impact of market events as we consider growth initiatives and evaluate loans and investments. Management and the Board have built a solid foundation for growth and the Company is positioned to adapt to anticipated changes in the industry resulting from new regulations and legislative initiatives. #### CRITICAL ACCOUNTING POLICIES Note 1 to our Consolidated Financial Statements for the year ended December 31, 2009 contains a summary of our significant accounting policies. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Our policy with respect to the methodologies used to determine the allowance for loan losses is our most critical accounting policy. This policy is important to the presentation of our financial condition and results of operations, and it involves a higher degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions and estimates could result in material differences in our results of operations or financial condition. The following is a description of our critical accounting policy and an explanation of the methods and assumptions underlying its application. #### ALLOWANCE FOR LOAN LOSSES Management considers the accounting policy on the allowance for loan losses to be the most critical and requires complex management judgment as discussed below. The judgments made regarding the allowance for loan losses can have a material effect on the results of operations of the Company. The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses inherent in the Bank’s loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual valuation allowances and loan pool valuation allowances. If the allowance for loan losses is not sufficient to cover actual loan losses, the Company’s earnings could decrease. The Bank monitors its entire loan portfolio on a regular basis, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance. Individual valuation allowances are established in connection with specific loan reviews and the asset classification process including the procedures for impairment testing under FASB Accounting Standard Codification (“ASC”) No. 310, “Receivables”. Such valuation, which includes a review of loans for which full collectibility in accordance with contractual terms is not reasonably assured, considers the estimated fair value of the underlying collateral less the costs to sell, if any, or the present value of expected future cash flows, or the loan’s observable market value. Any shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to our policy, loan losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management, in conjunction with outside sources, are used to determine whether full collectibility of a loan is not reasonably assured. These assumptions and judgments are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s observable market value. Individual valuation allowances could differ materially as a result of changes in these assumptions and judgments. Individual loan analyses are periodically performed on specific loans considered impaired. The results of the individual valuation allowances are aggregated and included in the overall allowance for loan losses. Loan pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike individual allowances, have not been allocated to particular problem assets. Pool evaluations are broken down as follows: first, loans with homogenous characteristics are pooled by loan type and include home equity loans, residential mortgages, land loans and consumer loans. Then all remaining loans are segregated into pools based upon the risk rating of each credit. Key factors in determining a credit’s risk rating include management’s evaluation of: cash flow, collateral, guarantor support, financial disclosures, industry trends and strength of borrowers’ management. The determination of the adequacy of the valuation allowance is a process that takes into consideration a variety of factors. The Bank has developed a range of valuation allowances necessary to adequately provide for probable incurred losses inherent in each pool of loans. We consider our own charge-off history along with the growth in the portfolio as well as the Bank’s credit administration and asset management philosophies and procedures when determining the allowances for each pool. In addition, we evaluate and consider the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, we evaluate and consider the allowance ratios and coverage percentages of both peer group and regulatory agency data. These evaluations are inherently subjective because, even though they are based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. If the evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses. The Classification Committee is comprised of members of both management and the Board of Directors. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the Classification Committee, based on its risk assessment of the entire portfolio. Based on the Classification Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2009, management believes the allowance for loan losses has been established at levels sufficient to cover the probable incurred losses in the Bank’s loan portfolio. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination. For additional information regarding our allowance for loan losses, see Note 3 to the Consolidated Financial Statements. #### NET INCOME Net income for 2009 totaled $8.8 million or $1.43 per diluted share while net income for 2008 totaled $8.8 million or $1.43 per diluted share, as compared to net income of $8.3 million, or $1.36 per diluted share for the year ended December 31, 2007. Net income increased $13,000 or 0.15% compared to 2008 and net income for 2008 increased $0.5 million or 5.5% as compared to 2007. Significant trends for 2009 include: (i) a $5.4 million or 18.0% increase in net interest income; (ii) a $2.2 million increase in the provision for loan losses; (iii) a $0.1 million or 1.8% increase in total non interest income; (iv) a $3.6 million or 17.1% increase in total non interest expenses; and (v) a $0.2 million or 5.6% decrease in income tax expense. #### NET INTEREST INCOME Net interest income, the primary contributor to earnings, represents the difference between income on interest earning assets and expenses on interest bearing liabilities. Net interest income depends upon the volume of interest earning assets and interest bearing liabilities and the interest rates earned or paid on them. The following table sets forth certain information relating to the Company’s average consolidated balance sheets and its consolidated statements of income for the years indicated and reflect the average yield on assets and average cost of liabilities for the years indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the years shown. Average balances are derived from daily average balances and include nonaccrual loans. The yields and costs include fees, which are considered adjustments to yields. Interest on nonaccrual loans has been included only to the extent reflected in the consolidated statements of income. For purposes of this table, the average balances for investments in debt and equity securities exclude unrealized appreciation/depreciation due to the application of FASB ASC 320, “*Investments — Debt and Equity Securities.”* *(In thousands)* | Years Ended December 31, Interest earning assets: | 2009 Average Balance | Interest | Average Yield/ Cost | 2008 Average Balance | Interest | Average Yield/ Cost | 2007 Average Balance | Interest | Average Yield/ Cost | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Loans, net (including loan fee income) | **$435,694** | **$29,167** | **6.69%** | $397,560 | $28,040 | 7.05% | $347,029 | $26,347 | 7.59% | | Mortgage-backed securities | **227,471** | **11,074** | **4.87** | 170,592 | 8,404 | 4.93 | 120,314 | 5,764 | 4.73 | | Tax exempt securities (1) | **76,746** | **3,381** | **4.41** | 58,065 | 2,930 | 5.05 | 53,599 | 2,823 | 5.19 | | Taxable securities | **27,298** | **880** | **3.22** | 27,298 | 1,081 | 3.96 | 28,529 | 1,213 | 4.19 | | Federal funds sold | **11,466** | **33** | **0.29** | 8,575 | 183 | 2.13 | 12,375 | 638 | 5.08 | | Deposits with banks | **5,171** | **13** | **0.25** | 1,235 | 5 | 0.40 | 173 | 4 | 2.31 | | Total interest earning assets | **783,846** | **44,548** | **5.68** | 663,325 | 40,643 | 6.13 | 562,019 | 36,789 | 6.52 | | Non interest earning assets: | | | | | | | | | | | Cash and due from banks | **13,574** | | | 15,408 | | | 16,081 | | | | Other assets | **29,397** | | | 26,206 | | | 22,242 | | | | Total assets | **$826,817** | | | $704,939 | | | $600,342 | | | | Interest bearing liabilities: | | | | | | | | | | | Savings, NOW and money market deposits | **$376,429** | **$3,698** | **0.98%** | $315,481 | $5,681 | 1.80% | $287,450 | $7,634 | 2.66% | | Certificates of deposit of $100,000 or more | **81,838** | **1,974** | **2.41** | 66,578 | 2,125 | 3.19 | 35,965 | 1,452 | 4.04 | | Other time deposits | **68,289** | **1,551** | **2.27** | 37,413 | 1,148 | 3.07 | 28,044 | 1,058 | 3.77 | | Federal funds purchased and repurchase agreements | **29,607** | **401** | **1.35** | 24,595 | 478 | 1.94 | 6,035 | 288 | 4.71 | | Federal Home Loan Bank term advances | **82** | **1** | **1.22** | 4,552 | 57 | 1.25 | 110 | 5 | 4.55 | | Junior subordinated debentures | **2,263** | **190** | **8.40** | **—** | **—** | **—** | **—** | **—** | **—** | | Total interest bearing liabilities | **558,508** | **7,815** | **1.40** | 448,619 | 9,489 | 2.12 | 357,604 | 10,437 | 2.92 | | Non interest bearing liabilities: | | | | | | | | | | | Demand deposits | **205,984** | | | 197,179 | | | 191,022 | | | | Other liabilities | **6,086** | | | 5,428 | | | 4,229 | | | | Total liabilities | **770,578** | | | 651,226 | | | 552,855 | | | | Stockholders’ equity | **56,239** | | | 53,713 | | | 47,487 | | | | Total liabilities and stockholders’ equity | **$826,817** | | | $704,939 | | | $600,342 | | | | Net interest income/interest rate spread (2) | | **36,733** | **4.28%** | | 31,154 | 4.01% | | 26,352 | 3.60% | | Net interest earning assets/net interest margin (3) | **$225,338** | **4.69%** | | $214,706 | 4.70% | | $204,415 | 4.69% | | | Ratio of interest earning assets to interest bearing liabilities | **140.35%** | | | 147.86% | | | 157.16% | | | | Less: Tax equivalent adjustment | | **(1,180)** | | | (1,023) | | | (925) | | | Net interest income | | **$35,553** | | | $30,131 | | | $25,427 | | (1) The above table is presented on a tax equivalent basis. (2) Net interest rate spread represents the difference between the yield on average interest earning assets and the cost of average interest bearing liabilities. (3) Net interest margin represents net interest income divided by average interest earning assets. *Page* -18- #### RATE/VOLUME ANALYSIS Net interest income can be analyzed in terms of the impact of changes in rates and volumes. The following table illustrates the extent to which changes in interest rates and in the volume of average interest earning assets and interest bearing liabilities have affected the Bank’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes. For purposes of this table, changes that are not due solely to volume or rate changes have been allocated to these categories based on the respective percentage changes in average volume and rate. Due to the numerous simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes between volume and rates. In addition, average earning assets include nonaccrual loans. *(In thousands)* | Years Ended December 31, Interest income on interest earning assets: | 2009 Over 2008 Changes Due To Volume | Rate | Net Change | 2008 Over 2007 Changes Due To Volume | Rate | Net Change | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | Loans (including loan fee income) | $2,603 | $(1,476) | $1,127 | $3,653 | $(1,960) | $1,693 | | Mortgage-backed securities | 2,773 | (103) | 2,670 | 2,473 | 167 | 2,640 | | Tax exempt securities (1) | 857 | (406) | 451 | 229 | (122) | 107 | | Taxable securities | **—** | (201) | (201) | (51) | (81) | (132) | | Federal funds sold | 46 | (196) | (150) | (156) | (299) | (455) | | Deposits with banks | 10 | (2) | 8 | 7 | (6) | 1 | | Total interest earning assets | 6,289 | (2,384) | 3,905 | 6,155 | (2,301) | 3,854 | | Interest expense on interest bearing liabilities: | | | | | | | | Savings, NOW and money market deposits | 950 | (2,933) | (1,983) | 689 | (2,642) | (1,953) | | Certificates of deposit of $100,000 or more | 432 | (583) | (151) | 1,028 | (355) | 673 | | Other time deposits | 761 | (358) | 403 | 311 | (221) | 90 | | Federal funds purchased and repurchase agreements | 86 | (163) | (77) | 446 | (256) | 190 | | Federal Home Loan Bank Advances | (55) | (1) | (56) | 58 | (6) | 52 | | Junior subordinated debentures | 190 | **—** | 190 | | | | | Total interest bearing liabilities | 2,364 | (4,038) | (1,674) | 2,532 | (3,480) | (948) | | Net interest income | $3,925 | $1,654 | $5,579 | $3,623 | $1,179 | $4,802 | (1) The above table is presented on a tax equivalent basis. The net interest margin remained stable at 4.69% in 2009 compared to 4.70% for the year ended December 31, 2008 and 4.69% in 2007. The yield on average total interest earning assets decreased approximately 45 basis points during 2009 compared to the prior year and the cost of interest bearing liabilities decreased approximately 72 basis points. The net interest margin during 2009 was also impacted by the issuance of $16.0 million in junior subordinated debentures. Net interest income was $35.6 million in 2009 compared to $30.1 million in 2008 and $25.4 million in 2007. The increase in net interest income of $5.5 million or 18.0% as compared to 2008 primarily resulted from the effect of the increase in the volume of average total interest earning assets and the decrease in the cost of average total interest bearing liabilities being greater than the effect of the increase in volume of average total interest bearing liabilities and the decrease in yield on average total interest earning assets. The increase in net interest income of $4.7 million or 18.5% in 2008 as compared to 2007 primarily resulted from the effect of the increase in the volume of average total interest earning assets and the decrease in the cost of average total interest bearing liabilities being greater than the effect of the increase in volume of average total interest bearing liabilities and the decrease in yield on average total interest earning assets. Average total interest earning assets grew by $120.5 million or 18.2% to $783.8 million in 2009 compared to $663.3 million in 2008. During this period, the yield on average total interest earning assets decreased to 5.68% from 6.13%. Average interest earning assets grew $101.3 million or 18.0% in 2008 from $562.0 million in 2007. During this period, the yield on average total interest earning assets decreased to 6.13% from 6.52%. For the year ended December 31, 2009, average loans grew by $38.1 million or 9.6% to $435.7 million as compared to $397.6 million in 2008 and increased $50.6 million or 14.6% in 2008 as compared to $347.0 million in 2007. Real estate mortgage loans and commercial loans primarily contributed to the growth. The Bank remains committed to growing loans with prudent underwriting, sensible pricing and limited credit and extension risk. For the year ended December 31, 2009, average total investments increased by $75.6 million or 29.5% to $331.5 million as compared to $256.0 million in 2008 and increased $53.5 million or 26.4% in 2008 as compared to $202.4 million in 2007. To position the balance sheet for the future and better manage liquidity and interest rate risk, a portion of the available for sale investment securities portfolio was sold during 2009 resulting in a net gain of $529,000 compared to a net loss of $101,000 in 2007. There were no sales of securities in 2008. Average federal funds sold increased to $11.5 million or 33.7% in 2009 from $8.6 million in 2008 and decreased $3.8 million or 30.7% in 2008 as compared to $12.4 million in 2007. The decrease in the average federal funds sold in 2008 was primarily due to growth in the average loans and investments. Average total interest bearing liabilities were $558.5 million in 2009 compared to $448.6 million in 2008 and $357.6 million in 2007. The Bank grew deposits during 2009 as a result of the maturing of three new branches opened during 2007, two new branches opening during 2009 and the building of new relationships in existing markets. The Bank offered deposit promotions during 2008 and 2007 in connection with increased competition in the market to reduce potential core deposits outflows. In 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the “TPS”), through its subsidiary, Bridge Statutory Capital Trust II. The Company issued $16.0 million of junior subordinated debentures (the “Debentures”) to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. The junior subordinated debentures bear interest at a fixed rate equal to 8.50% and mature on December 31, 2039. The cost of interest bearing liabilities decreased to 1.40% for 2009 as compared to a cost of 2.12% during 2008 and 2.92% in 2007. Since the Company’s interest bearing liabilities generally reprice or mature more quickly than its interest earning assets, an increase in short term interest rates would initially result in a decrease in net interest income. Additionally, the large percentages of deposits in money market accounts reprice at short term market rates making the balance sheet more liability sensitive. Funding costs continued to decline in 2009 through prudent management of deposit pricing in response to the Federal Reserve lowering the targeted federal funds rate and discount rate in December 2008 and maintaining those levels throughout 2009. For the year ended December 31, 2009, average total deposits increased by $115.9 million or 18.8% to $732.5 million as compared to average total deposits of $616.7 million for the year ended December 31, 2008. Components of this increase include an increase in average demand deposits for 2009 of $8.8 million or 4.5% to $206.0 million as compared to average demand deposits for 2008. The average balances in savings, NOW and money market accounts increased $60.9 million or 19.3% to $376.4 million for the year ended December 31, 2009 compared to the same period last year. Average balances in certificates of deposit of $100,000 or more and other time deposits increased $46.1 million or 44.4% to $150.1 million for 2009 as compared to 2008. Average public fund deposits comprised 17.3% of total average deposits during 2009 and 20.6% of total average deposits during 2008. Average federal funds purchased and repurchase agreements together with average other borrowed money and average Federal Home Loan Bank term advances increased $0.5 million or 1.9% for the year ended December 31, 2009 as compared to average balances for the same period in the prior year. Total interest income increased to $43.4 million in 2009 from $39.6 million in 2008 and $35.9 million in 2007, an increase of 9.5% between 2009 and 2008 and a 10.5% increase between 2008 and 2007. The ratio of interest earning assets to interest bearing liabilities decreased to 140.35% in 2009 as compared to 147.86% in 2008 and 157.16% in 2007. Interest income on loans increased $1.1 million in 2009 over 2008 and increased $1.7 million in 2008 over 2007 primarily due to growth in the loan portfolio. The yield on average loans was 6.69% for 2009, 7.05% for 2008 and 7.59% for 2007. Interest income on investments in residential mortgage-backed, taxable and tax exempt securities increased $2.8 million or 24.3% in 2009 to $14.2 million from $11.4 million in 2008 and increased $2.5 million or 28.4% in 2008 from $8.9 million in 2007. Interest income on securities included net amortization of premiums on securities of $305,000 in 2009 compared to net accretion of discounts of $55,000 in 2008 and $22,000 in 2007 as the rate environment changed and prepayments substantially increased on the mortgage-backed security portfolio. The tax adjusted average yield on total securities decreased to 4.63% in 2009 from 4.85% in 2008 and 4.84% in 2007. Total interest expense decreased $1.7 million or 17.6% to $7.8 million in 2009 and decreased $0.9 million or 9.1% to $9.5 million in 2008 from $10.4 million in 2007. The decrease in interest expense in 2009 resulted from the Federal Reserve lowering the targeted federal funds rate and discount rate and the prudent management of deposit pricing. The decrease in interest expense in 2008 resulted from the lower cost of average interest bearing liabilities. The cost of average interest bearing liabilities was 1.40% in 2009, 2.12% in 2008, and 2.92% in 2007. ### Provision for Loan Losses The Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area on eastern Long Island. The interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rates offered by its competitors, the Bank’s relationship with the customer, and the related credit risks of the transaction. These factors are affected by general and economic conditions including, but not limited to, monetary policies of the federal government, including the Federal Reserve Board, legislative policies and governmental budgetary matters. Loans of approximately $31.7 million or 7.1% of total loans at December 31, 2009 were classified as potential problem loans compared to $9.8 million or 2.3% at December 31, 2008 and $12.9 million or 3.4% at December 31, 2007. These loans are classified as potential problem loans as management has information that indicates the borrower may not be able to comply with the present repayment terms. These loans are subject to increased management attention and their classification is reviewed on at least a quarterly basis. The increase in the 2009 level of potential problem loans reflects the current economic environment as well as management’s decision to enhance the asset and credit quality review process of the loan portfolio. This process includes the early identification of potential problem loans, a more stringent assessment of potential credit weaknesses and expanding the scope and depth of individual credit reviews. At December 31, 2009, approximately $30 million of these loans are commercial real estate (“CRE”) loans which are current and well secured with real estate as collateral. In addition, all but $2.1 million of the CRE loans have personal guarantees. The remaining $1.7 million in classified loans are unsecured and current, have personal guarantees and demonstrate sufficient cash flow to pay the loans. Due to the structure and nature of the credits, we do not expect to sustain a material loss on these relationships. CRE loans represented $211.6 million or 47.2% of the total loan portfolio at December 31, 2009 compared to $190.7 million or 44.4% at December 31, 2008 and $167.8 million or 44.7% at December 31, 2007. The Bank’s underwriting standards for CRE loans requires an evaluation of the cash flow of the property, the overall cash flow of the borrower and related guarantors as well as the value of the real estate securing the loan. In addition, the Bank’s underwriting standards for CRE loans are consistent with regulatory requirements with original loan to value ratios less than or equal to 75%. The Bank considers delinquency trends, cash flow analysis, and the impact of the local economy on commercial real estate values when evaluating the appropriate level of the allowance for loan losses. Real estate values in our geographic markets increased significantly from 2000 through 2007. Commencing in 2008, following the financial crisis and significant downturn in the economy, real estate values began to decline. This decline continued into 2009 and appears to have stabilized in the fourth quarter of 2009. The estimated decline in residential and commercial real estate values range from 15-20% from the 2007 levels, depending on the nature and location of the real estate. As of December 31, 2009 and December 31, 2008, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $9.1 million and $6.3 million, respectively. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Additionally management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and troubled debt restructured (“TDR”) loans. For impaired and TDR loans, the Bank evaluates the fair value of the loan in accordance with FASB ASC 310-10-35-22. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. For unsecured loans, the fair value is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve is required. These methods of fair value measurement for impaired and TDR loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5. Nonaccrual loans increased $2.8 million to $5.9 million or 1.32% of total loans at December 31, 2009 from $3.1 million or 0.71% of total loans at December 31, 2008. Approximately $4.9 million of the nonaccrual loans at December 31, 2009 represent troubled debt restructured loans where the borrowers are complying with the modified terms of the loans and are currently making payments. In 2008, nonaccrual loans increased $2.9 million to $3.1 million from $0.2 million in 2007. The increase in non accrual loans at December 31, 2008 was due to a single loan of approximately $2.5 million. In addition, the Company has one borrower with TDR loans of $3.2 million at December 31, 2009 that are current and are secured with collateral that has a fair value of approximately $5.4 million as well as personal guarantors. Management believes that the ultimate collection of principal and interest is reasonably assured and therefore continues to recognize interest income on an accrual basis. In addition, the Bank has no commitment to lend additional funds to this debtor. The loan was determined to be impaired during the third quarter of 2008 and since that determination $187,000 of interest income has been recognized. There were no loans considered to be trouble debt restructurings at December 31, 2007. The Bank had no foreclosed real estate at December 31, 2009, 2008 and 2007, respectively. Net charge-offs were $2,058,000 for the year ended December 31, 2009 compared to $1,001,000 for the year ended December 31, 2008 and $158,000 for the year ended December 31, 2007. The ratio of allowance for loan losses to nonaccrual loans was 103%, 129% and 1290%, at December 31, 2009, 2008, and 2007, respectively. Based on our continuing review of the overall loan portfolio, the current asset quality of the portfolio, the growth in the loan portfolio and the net charge-offs or recoveries, a provision for loan losses of $4.2 million was recorded in 2009 as compared to $2.0 million in 2008 and $0.6 million in 2007. The allowance for loan losses increased to $6.0 million at December 31, 2009 as compared to $4.0 million at December 31, 2008 and $3.0 million at December 31, 2007. As a percentage of total loans, the allowance was 1.35%, 0.92% and 0.79% at December 31, 2009, 2008 and 2007, respectively. Management continues to carefully monitor the loan portfolio as well as real estate trends on eastern Long Island. The Bank’s consistent and rigorous underwriting standards preclude sub-prime lending, and management remains cautious about the potential for an indirect impact on the local economy and real estate values in the future. The following table sets forth changes in the allowance for loan losses: *(Dollars in thousands)* | December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | | --- | ---: | ---: | ---: | ---: | ---: | | Allowance for loan losses balance at beginning of period | **$3,953** | $2,954 | $2,512 | $2,383 | $2,188 | | Charge-offs: | | | | | | | Commercial real estate mortgage loans | **100** | — | — | — | — | | Residential real estate mortgage loans | **707** | 480 | — | — | 7 | | Commercial, financial and agricultural loans | **796** | 534 | 203 | 33 | 153 | | Installment/consumer loans | **228** | 56 | 23 | 50 | 129 | | Real estate construction loans | **262** | — | **—** | **—** | **—** | | Total | **2,093** | 1,070 | 226 | 83 | 289 | | Recoveries: | | | | | | | Commercial real estate mortgage loans | **—** | — | — | — | — | | Residential real estate mortgage loans | **6** | — | 1 | 6 | 17 | | Commercial, financial and agricultural loans | **28** | 53 | 13 | 59 | 37 | | Installment/consumer loans | **1** | 16 | 54 | 62 | 30 | | Real estate construction loans | **—** | — | **—** | **—** | 100 | | Total | **35** | 69 | 68 | 127 | 184 | | Net (charge-offs) recoveries | **(2,058)** | (1,001) | (158) | 44 | (105) | | Provision for loan losses charged to operations | **4,150** | 2,000 | 600 | 85 | 300 | | Balance at end of period | **$6,045** | $3,953 | $2,954 | $2,512 | $2,383 | | Ratio of net (charge-offs) recoveries during period to average loans outstanding | **(0.47%)** | (0.25%) | (0.05%) | 0.01% | (0.04%) | #### Allocation of Allowance for Loan Losses The following table sets forth the allocation of the total allowance for loan losses by loan type: *(Dollars in thousands)* | Years Ended December 31, | 2009 Amount | Percentage of Loans to Total Loans | 2008 Amount | Percentage of Loans to Total Loans | 2007 Amount | Percentage of Loans to Total Loans | 2006 Amount | Percentage of Loans to Total Loans | 2005 Amount | Percentage of Loans to Total Loans | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Commercial real estate mortgage loans | **$2,452** | **47.3%** | $1,778 | 44.4% | $1,820 | 44.7% | $1,715 | 51.2% | $1,527 | 44.9% | | Residential real estate mortgage loans | **2,384** | **32.0** | 1,152 | 32.4 | 310 | 33.4 | 239 | 32.6 | 236 | 33.2 | | Commercial, financial and agricultural loans | **891** | **17.2** | 696 | 16.8 | 484 | 15.6 | 358 | 9.0 | 327 | 12.8 | | Installment/consumer loans | **279** | **2.2** | 61 | 2.6 | 87 | 2.3 | 79 | 2.7 | 110 | 3.2 | | Real estate construction loans | **39** | **1.3** | 266 | 3.8 | 253 | 4.0 | 121 | 4.5 | 183 | 5.9 | | Total | **$6,045** | **100.0%** | $3,953 | 100.0% | $2,954 | 100.0% | $2,512 | 100.0% | $2,383 | 100.0% | ### Non Interest Income Total non interest income increased by $0.1 million or 1.8% in 2009 to $6.2 million and increased $0.4 million or 6.8% to $6.1 million in 2008 as compared to $5.7 million in 2007. The increase in total non interest income in 2009 compared to 2008 was due to $0.5 million in net securities gains partially offset by a $0.2 million decrease in revenues from the title insurance abstract subsidiary, Bridge Abstract, a $0.07 million decrease in service charges on deposit accounts, a decrease of $0.08 million in fees for other customer services and a decline of $0.05 million in other operating income. The increase in total non interest income during 2008 compared to 2007 was due to a $0.5 million increase in service charges on deposit accounts, and an increase of $0.025 million in fees for other customer services partly offset by a $0.2 million decrease in revenues from the title insurance abstract subsidiary, Bridge Abstract, and a decrease in other operating income of $0.05 million. Excluding net securities gains and losses, total non interest income decreased $0.4 million or 6.9% in 2009 and increased $0.3 million or 4.9% for the year ended December 31, 2008. Net security gains of $529,000 were recognized in 2009 compared to no security gains or losses recognized in 2008 and net security losses of $101,000 recognized in 2007. The sales of securities were due to repositioning of the available for sale investment portfolio. Bridge Abstract, the Bank’s title insurance abstract subsidiary, generated title fee income of $0.9 million, $1.1 million, and $1.3 million in 2009, 2008 and 2007, respectively. The decrease of $0.2 million or 19.4% in 2009 and the decrease of $0.2 million or 16.4% in 2008, was due to a decrease in the number and average value of transactions processed by the subsidiary. Fees from other customer services decreased $0.08 million or 4.6% to $1.7 million in 2009 as compared to $1.8 million in 2008. The decrease was due primarily to lower sales volume in our merchant and debit card cash management services. Fees from other customer services increased $0.025 million or 1.4% in 2008 as compared to 2007. Service charges on deposit accounts for the year ended December 31, 2009 totaled $3.0 million, a decrease of $0.07 million as compared to 2008. This decrease predominately represents lower overdraft fees. For the year ended December 31, 2008, service charges were $3.1 million, an increase of $0.5 million from 2007. Other operating income for the year ended December 31, 2009 totaled $67,000, a decrease of $51,000 or 43.2% from $118,000 for the year ended December 31, 2008, and decreased $48,000 or 28.9% in 2008 from the prior year. ### Non Interest Expense Non interest expenses increased $3.6 million or 17.1% in 2009 to $24.8 million from $21.2 million in 2008, and increased $3.0 million or 16.5% in 2008 from $18.2 million in 2007. The primary components of these changes were higher salaries and employee benefits, net occupancy expense, furniture and fixture expense, FDIC assessments and other operating expenses. Salaries and benefits increased $1.4 million or 10.8% in 2009 as compared to 2008 and increased $2.0 million or 18.2% in 2008 as compared to 2007. The increases in salary and benefits reflect filling vacant positions, hiring new employees to support the Company’s expanding infrastructure and new branch offices, and the related employee benefit costs associated with the new employees, including higher medical, and pension expenses. Net occupancy expense increased $0.4 million or 25.0% to $2.3 million in 2009 from $1.9 million in 2008 and increased $0.2 million or 7.8% in 2008 from $1.7 million in 2007. Higher net occupancy expenses were due to increases in maintenance and supplies, and rent expense related to the new branch offices in 2009 as well as annual rent increases in other branch locations. Higher net occupancy expenses in 2008 were due to increases in depreciation expense and rent expense related to the new branch offices as well as annual rent increases in other branch locations. Furniture and fixture expense increased $0.2 million or 18.5% to $1.0 million in 2009 from $0.85 million in 2008 and increased $0.02 million or 2.0% in 2008 from $0.83 million in 2007. The increase in furniture and fixture expense relates primarily to the opening of new branches. FDIC assessments increased $1.3 million or 489.5% to $1.6 million in 2009 from $0.3 million in 2008 and increased $0.2 million or 304.5% in 2008 from $0.07 million in 2007. The increases during 2009 and 2008 relate to growth in deposits and higher assessment rates. Additionally during 2009, the Bank incurred a special assessment fee from the FDIC of $0.4 million. Other operating expenses increased $0.3 million or 6.2% to $4.8 million in 2009 from $4.5 million in 2008 and increased $0.6 million or 15.6% in 2008 from $3.9 million in 2007. The increase during 2009 included higher professional fees associated with legal and consulting fees. The increase during 2008 included higher professional fees associated with the listing and trading of the Company’s common stock on the NASDAQ Global Select Market, the special shareholders meeting legal work and outsourced internal audits. ### Income Tax Expense Income tax expense for December 31, 2009, 2008, and 2007 was $4.0 million, $4.3 million and $4.0 million, respectively. The decrease in 2009 was due to a decrease in income before income taxes of $0.2 million to $12.8 million from $13.0 million in 2008 and a lower effective tax rate. The increase in income tax expense in 2008 was due to an increase in income before income before taxes of $0.7 million to $13.0 million from $12.3 million in 2007. The effective tax rate was 31.6%, 32.9% and 32.8% for the years ended December 31, 2009, 2008, and 2007, respectively. #### FINANCIAL CONDITION The assets of the Company totaled $897.3 million at December 31, 2009, an increase of $58.2 million or 6.9% from the previous year-end. This increase was primarily driven by growth in total securities, net, of $26.8 million, total loans of $18.4 million, other assets of $6.9 million, and an increase of $5.3 million in cash and cash equivalents. This growth in assets was funded principally by growth in deposits fueled by increased sales initiatives and maturation of newer branches, and borrowings. The deposit growth occurred in all markets and included both new commercial and consumer relationships. Core retail and commercial deposits increased $111.1 million or 21.3% over the prior year to $632.0 million at December 31, 2009. Demand deposits increased $30.9 million or 17.1% to $212.1 million at December 31, 2009 compared to $181.2 million at December 31, 2008. Savings, NOW and money market deposits increased $95.5 million or 27.7% to $440.4 million at December 31, 2009 from $344.9 million at December 31, 2008. Certificates of deposit of $100,000 or more decreased $4.8 million or 6.1% and other time deposits increased $12.7 million or 23.2%. Due to the significant growth in deposits, there were no Federal funds purchased and FHLB overnight borrowings at December 31, 2009 compared to $70.9 million at December 31, 2008. In addition, there were no Federal Home Loan Bank term advances as of December 31, 2009 compared to $30.0 million outstanding at December 31, 2008. Repurchase agreements were flat at $15.0 million outstanding at December 31, 2009 and December 31, 2008, respectively. During 2008, market opportunities contributed to the fourth quarter strategy to utilize wholesale funding to increase securities holdings and manage seasonal deposit flows. This strategy enhanced earnings and assisted in managing the Bank’s liquidity. Other liabilities increased $3.0 million to $10.3 million at December 31, 2009 from $7.3 million at December 31, 2008 due primarily to an increase in deferred tax liabilities related to the increase in unrealized gains on securities as of December 31, 2009 compared to December 31, 2008. Total stockholders’ equity was $61.9 million at December 31, 2009, an increase of $5.8 million or 10.2% from December 31, 2008 primarily due to net income of $8.8 million, an increase in net unrealized gains on securities of $1.8 million partially offset by the declaration of dividends totaling $5.7 million and the issuance of shares of common stock pursuant to the equity incentive plan. In December 2009, the Company declared a quarterly dividend of $0.23 per share. The Company continues its long term trend of uninterrupted dividends. ### Loans During 2009, the Company continued to experience growth trends in commercial and residential real estate lending. The concentration of loans in our primary market areas may increase risk. Unlike larger banks that are more geographically diversified, the Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area on eastern Long Island. The markets in which the Company operates have experienced substantial growth in construction and land development activity over the past several years, which has been a factor in overall loan growth. The local economic conditions on eastern Long Island have a significant impact on the volume of loan originations and the quality of our loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond the Company’s control would impact these local economic conditions and could negatively affect the financial results of the Company’s operations. Additionally, while the Company has a significant amount of commercial real estate loans, the majority of which are owner-occupied, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on the Company’s earnings. The interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rates offered by its competitors, the Bank’s relationship with the customer, and the related credit risks of the transaction. These factors are affected by general and economic conditions including, but not limited to, monetary policies of the federal government, including the Federal Reserve Board, legislative policies and governmental budgetary matters. The Bank targets its business lending and marketing initiatives towards promotion of loans that primarily meet the needs of small to medium-sized businesses. These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. If general economic conditions negatively impact these businesses, the results of operations and financial condition may be adversely affected. With respect to the underwriting of loans, there are certain risks, including the risk of non-payment that is associated with each type of loan that the Bank markets. Approximately 80.6% of the Bank’s loan portfolio at December 31, 2009 is secured by real estate and approximately 47.3% is comprised of commercial real estate loans. Residential real estate mortgage loans represent 32.0% of the Bank’s loan portfolio and include home equity lines of credit of approximately 14.7%, residential mortgages of approximately 14.1%, and residential land loans of approximately 3.2%. Real estate construction loans comprise approximately 1.3% of the Bank’s loan portfolio. Risks associated with a concentration in real estate loans include potential losses from fluctuating values of land and improved properties. Home equity loans represent loans originated in the Bank’s geographic markets with original loan to value ratios generally of 75% or less. The Bank’s residential mortgage portfolio includes approximately $4.3 million in interest only mortgages. The underwriting standards for interest only mortgages are consistent with the remainder of the loan portfolio and do not include any features that result in negative amortization. Largest loan concentrations by industry are loans granted to lessors of commercial property both owner occupied and nonowner occupied. The Bank uses conservative underwriting criteria to better insulate itself from a downturn in real estate values and economic conditions on eastern Long Island that could have a significant impact on the value of collateral securing the loans as well as the ability of customers to repay loans. The remainder of the loan portfolio is comprised of commercial and consumer loans, which represent approximately 19.4% of the Bank’s loan portfolio. The primary risks associated with commercial loans are the cash flow of the business, the experience and quality of the borrowers’ management, the business climate, and the impact of economic factors. The primary risks associated with consumer loans relate to the borrower, such as the risk of a borrower’s unemployment as a result of deteriorating economic conditions or the amount and nature of a borrower’s other existing indebtedness, and the value of the collateral securing the loan if the Bank must take possession of the collateral. Consumer loans also have risks associated with concentrations of loans in a single type of loan. The Bank’s policy for charging off loans is a multi-step process. A loan is considered a potential charge-off when it is in default of either principal or interest for a period of 90, 120 or 180 days, depending upon the loan type, as of the end of the prior month. In addition to date criteria, other triggering events may include, but are not limited to, notice of bankruptcy by the borrower or guarantor, death of the borrower, and deficiency balance from the sale of collateral. These loans identified are presented for evaluation at the regular meeting of the Classification Committee. The recovery of charged-off balances is actively pursued until the potential for recovery has been exhausted, or until the expense of collection does not justify the recovery efforts. Total loans grew $18.4 million or 4.3%, during 2009 and $54.4 million or 14.5% during 2008. Average net loans grew $38.1 million or 9.6% during 2009 over 2008 and $50.5 million or 14.6% during 2008 when compared to 2007. Real estate mortgage loans were the largest contributor of the growth for both 2009 and 2008 and increased $16.3 million or 4.8% and $37.5 million or 12.4%, respectively. Commercial real estate mortgage loans grew $20.9 million or 11.0% during 2009 and residential real estate mortgage loans grew $4.0 million or 2.8% during 2009. Commercial, financial and agricultural loans increased $4.8 million or 6.6% in 2009 from 2008 and increased $13.5 million or 27.9% in 2008 from 2007. Real estate construction loans decreased $10.3 million or 63.5% in 2009 and increased $1.3 million or 8.8% in 2008. Installment/consumer loans decreased $1.3 million or 11.4% in 2009 and increased $2.5 million or 29.6% during 2008. Fixed rate loans represented 25.2%, 23.3% and 19.2% of total loans at December 31, 2009, 2008, and 2007, respectively. The following table sets forth the major classifications of loans: *(In thousands)* | December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | | --- | ---: | ---: | ---: | ---: | ---: | | Commercial real estate mortgage loans | **$211,647** | $190,727 | $167,770 | $166,950 | $135,570 | | Residential real estate mortgage loans | **143,312** | 139,342 | 125,317 | 106,189 | 100,219 | | Commercial, financial, and agricultural loans | **76,867** | 72,093 | 58,637 | 29,183 | 38,783 | | Installment/consumer loans | **9,821** | 11,081 | 8,553 | 8,848 | 9,827 | | Real estate construction loans | **5,906** | 16,174 | 14,867 | 14,767 | 17,960 | | Total loans | **447,553** | 429,417 | 375,144 | 325,937 | 302,359 | | Net deferred loan costs and fees | **485** | 266 | 92 | 60 | (95) | | | **448,038** | 429,683 | 375,236 | 325,997 | 302,264 | | Allowance for loan losses | (6,045) | (3,953) | (2,954) | (2,512) | (2,383) | | Net loans | **$441,993** | $425,730 | $372,282 | $323,485 | $299,881 | #### Selected Loan Maturity Information The following table sets forth the approximate maturities and sensitivity to changes in interest rates of certain loans, exclusive of real estate mortgage loans and installment/consumer loans to individuals as of December 31, 2009: *(In thousands)* | | Within One Year | After One But Within Five Years | After Five Years | Total | | --- | ---: | ---: | ---: | ---: | | Commercial loans | $12,565 | $22,199 | $42,103 | $76,867 | | Construction loans (1) | 2,470 | 444 | 2,992 | 5,906 | | Total | $15,035 | $22,643 | $45,095 | $82,773 | | Rate provisions: | | | | | | Amounts with fixed interest rates | $12,508 | $21,715 | $33,972 | $68,195 | | Amounts with variable interest rates | 2,527 | 928 | 11,123 | 14,578 | | Total | $15,035 | $22,643 | $45,095 | $82,773 | (1) Included in the “After Five Years” column, are one-step construction loans that contain a preliminary construction period (interest only) that automatically converts to amortization at the end of the construction phase. #### Past Due, Nonaccrual and Restructured Loans The following table sets forth selected information about past due, nonaccrual and restructured loans: *(In thousands)* | December 31, | 2009 | 2008 | 2007 | 2006 | 2005 | | --- | ---: | ---: | ---: | ---: | ---: | | Loans 90 days or more past due and still accruing | **$—** | $— | $— | $— | $— | | Nonaccrual loans | **1,001** | 3,068 | 229 | 305 | 658 | | Restructured loans — Nonaccrual | **4,890** | — | — | 118 | — | | Restructured loans — Performing | **3,229** | 3,229 | — | — | — | | Other real estate owned, net | **—** | — | — | — | — | | Total | **$9,120** | $6,297 | $229 | $423 | $658 | *(In thousands)* | Years Ended December 31, Gross interest income that has not been paid or recorded during the year under original terms: | 2009 | 2008 | 2007 | 2006 | 2005 | | --- | ---: | ---: | ---: | ---: | ---: | | Nonaccrual loans | **$52** | $127 | $12 | $9 | $38 | | Restructured loans | **189** | 12 | — | 1 | — | | Gross interest income recorded during the year: | | | | | | | Nonaccrual loans | **$37** | $189 | $5 | $12 | $17 | | Restructured loans | **288** | 238 | — | 9 | — | | Commitments for additional funds | **—** | **—** | — | — | — | The following table sets forth impaired loans by loan type: *(In thousands)* | December 31, Nonaccrual Loans: | 2009 | 2008 | 2007 | 2006 | 2005 | | --- | ---: | ---: | ---: | ---: | ---: | | Commercial real estate mortgage loans | **$324** | $— | $— | $— | $460 | | Residential real estate mortgage loans | **511** | 426 | 223 | 182 | 198 | | Commercial, financial & agricultural loans | **61** | 96 | 6 | 108 | — | | Installment/consumer loans | **105** | 6 | — | 15 | — | | Real estate construction loans | **—** | 2,540 | — | — | — | | Total | **1,001** | 3,068 | 229 | 305 | 658 | | Restructured Loans: | | | | | | | Commercial real estate mortgage loans | **3,229** | 3,229 | — | — | — | | Residential real estate mortgage loans | **4,890** | — | — | — | — | | Commercial, financial & agricultural loans | **—** | — | — | 118 | — | | Installment/consumer loans | **—** | — | — | — | — | | Real estate construction loans | **—** | — | — | — | — | | Total | **8,119** | 3,229 | — | 118 | — | | Total Impaired Loans | **$9,120** | $6,297 | $229 | $423 | $658 | Restructured loans totaled $8.1 million at December 31, 2009, of which $4.9 million of the restructured loans were nonaccrual as of December 31, 2009. ### Securities Total securities increased to $383.5 million at December 31, 2009 from $354.1 million at December 31, 2008. The available for sale portfolio decreased 1.5% to $306.1 million from $310.7 million at December 31, 2008. Securities held as available for sale may be sold in response to, or in anticipation of, changes in interest rates and resulting prepayment risk, or other factors. U.S. government sponsored entity (“U.S. GSE”) securities increased to $45.9 million at December 31, 2009 from $30.1 million at December 31, 2008, while state and municipal obligations decreased by $6.8 million, residential mortgage-backed securities decreased by $40.6 million and residential collateralized mortgage obligations increased by $27.0 million. Securities held to maturity increased 78.2% to $77.4 million at December 31, 2009 compared to $43.4 million at December 31, 2008. Residential collateralized mortgage obligations held to maturity decreased to $18.3 million at December 31, 2009 from $19.3 at December 31, 2008, while U.S. GSE securities increased by $5.0 million and state and municipal obligations increased by $30.0 million. Fixed rate securities represented 87.4% of total securities at December 31, 2009 compared to 84.7% at December 31, 2008. Residential collateralized mortgage obligations represented approximately 36.6% of the available for sale balance at December 31, 2009 as compared to 27.4% at the prior year-end. A change in market rates was the primary reason for the net increase in unrealized gains in securities available for sale, which increased other comprehensive income. Total securities include restricted securities which represent FHLB and FRB stock, of $1.2 million and $3.8 million at December 31, 2009 and 2008, respectively. A summary of the amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of securities is as follows: The following table sets forth the fair value, amortized cost, maturities and approximated weighted average yield at December 31, 2009. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Yields on tax-exempt obligations have been computed on a tax-equivalent basis. *(Dollars in thousands)* | December 31, 2009 Available for sale: | Within One Year Fair Value Amount | Amortized Cost Amount | Yield | After One But Within Five Years Fair Value Amount | Amortized Cost Amount | Yield | After Five But Within Ten Years Fair Value Amount | Amortized Cost Amount | Yield | After Ten Years Fair Value Amount | Amortized Cost Amount | Yield | Total Fair Value Amount | Amortized Cost Amount | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | U.S. GSE securities | $2,892 | $2,791 | 4.60% | $34,662 | $34,747 | 2.14% | $8,385 | $8,249 | 3.07% | $— | $— | —% | $45,939 | $45,787 | | State and municipal obligations | 5,972 | 5,898 | 4.51 | 19,712 | 18,896 | 4.93 | 16,121 | 15,546 | 6.09 | — | — | — | 41,805 | 40,340 | | Residential mortgage-backed securities | 3,990 | 4,009 | 3.83 | 6,016 | 5,828 | 4.32 | 24,432 | 23,582 | 4.33 | 71,899 | 68,418 | 5.12 | 106,337 | 101,837 | | Residential collateralized mortgage obligations | — | — | — | — | — | — | 9,444 | 9,378 | 2.86 | 102,587 | 100,064 | 4.44 | 112,031 | 109,442 | | Total available for sale | 12,854 | 12,698 | 4.32 | 60,390 | 59,471 | 3.24 | 58,382 | 56,755 | 4.39 | 174,486 | 168,482 | 4.72 | 306,112 | 297,406 | | Held to maturity: | | | | | | | | | | | | | | | | U.S. GSE securities | — | — | — | — | — | — | 4,927 | 5,000 | 4.02 | — | — | — | 4,927 | 5,000 | | State and municipal obligations | 29,724 | 29,685 | 1.97 | 24,241 | 23,894 | 3.16 | 531 | 525 | 4.32 | — | — | — | 54,496 | 54,104 | | Residential mortgage-backed securities | — | — | — | — | — | — | — | — | — | — | — | — | — | — | | Residential collateralized mortgage obligations | — | — | — | — | — | — | — | — | — | 18,907 | 18,320 | 4.63 | 18,907 | 18,320 | | Total held to maturity | 29,724 | 29,685 | 1.97 | 24,241 | 23,894 | 3.16 | 5,458 | 5,525 | 4.05 | 18,907 | 18,320 | 4.63 | 78,330 | 77,424 | | Total securities | $42,578 | $42,383 | 2.67% | $84,631 | $83,365 | 3.22% | $63,840 | $62,280 | 4.36% | $193,393 | $186,802 | 4.71% | $384,442 | $374,830 | ### Deposits and Borrowings Borrowings including Fed Funds purchased, repurchase agreements and FHLB term advances, decreased $100.9 million to $15.0 million at December 31, 2009 from the prior year-end. Total deposits increased $134.5 million or 20.4% in 2009 as compared to 2008. The growth in deposits is attributable to an increase in core deposits of $111.1 million, driven by the opening of three new branches during 2007, two new branches opening during 2009 and the building of new relationships in current markets, as well as an increase of $23.3 million in public funds deposits. Demand deposits increased $30.9 million or 17.1% and Savings, NOW and money market deposits increased $95.6 million or 27.7% primarily related to core deposits growth. Certificates of deposit of $100,000 or more decreased $4.8 million or 6.1% from December 31, 2008 and other time deposits increased $12.7 million or 23.2% as compared to the prior year. The following table sets forth the remaining maturities of the Bank’s time deposits at December 31, 2009: *(In thousands)* | | Less than | $100,000 or Greater | Total | | --- | ---: | ---: | ---: | | 3 Months or less | $24,847 | $23,377 | $48,224 | | Over 3 through 6 months | 17,898 | 18,277 | 36,175 | | Over 6 through 12 months | 17,956 | 25,276 | 43,232 | | Over 12 months through 24 months | 5,445 | 3,951 | 9,396 | | Over 24 months through 36 months | 658 | 701 | 1,359 | | Over 36 months through 48 months | 559 | 1,003 | 1,562 | | Over 48 months through 60 months | 122 | 816 | 938 | | Over 60 months | 68 | — | 68 | | Total | $67,553 | $73,401 | $140,954 | #### LIQUIDITY The objective of liquidity management is to ensure the sufficiency of funds available to respond to the needs of depositors and borrowers, and to take advantage of unanticipated earnings enhancement opportunities for Company growth. Liquidity management addresses the ability of the Company to meet financial obligations that arise in the normal course of business. Liquidity is primarily needed to meet customer borrowing commitments, deposit withdrawals either on demand or contractual maturity, to repay other borrowings as they mature, to fund current and planned expenditures and to make new loans and investments as opportunities arise. The Company’s principal sources of liquidity included cash and cash equivalents of $7.5 million as of December 31, 2009, and dividends from the Bank. Cash available for distribution of dividends to shareholders of the Company is primarily derived from dividends paid by the Bank to the Company. During 2009, the Bank declared and paid $4.5 million in cash dividends to the Company. At December 31, 2009, the Bank had $10.3 million of retained net income available for dividends to the Company. Prior regulatory approval is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of the Bank’s net income of that year combined with its retained net income of the preceding two years. In the event that the Company subsequently expands its current operations, in addition to dividends from the Bank, it will need to rely on its own earnings, additional capital raised and other borrowings to meet liquidity needs. The Bank’s most liquid assets are cash and cash equivalents, securities available for sale and securities held to maturity due within one year. The levels of these assets are dependent upon the Bank’s operating, financing, lending and investing activities during any given period. Other sources of liquidity include loan and investment securities principal repayments and maturities, lines of credit with other financial institutions including the Federal Home Loan Bank, growth in core deposits and sources of wholesale funding such as brokered certificates of deposit. While scheduled loan amortization, maturing securities and short-term investments are a relatively predictable source of funds, deposit flows and loan and mortgage-backed securities prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank adjusts its liquidity levels as appropriate to meet funding needs such as seasonal deposit outflows, loans, and asset and liability management objectives. Historically, the Bank has relied on its deposit base, drawn through its full-service branches that serve its market area and local municipal deposits, as its principal source of funding. The Bank seeks to retain existing deposits and loans and maintain customer relationships by offering quality service and competitive interest rates to its customers, while managing the overall cost of funds needed to finance its strategies. During 2009 and 2008, the Bank grew its individual, partnership and corporate account balances (“core deposits”) as well as its level of public funds. During 2007, the Bank grew its core deposits and reduced its level of public funds. The Bank’s Asset/Liability and Funds Management Policy allows for wholesale borrowings of up to 25% of total assets. At December 31, 2009, the Bank had aggregate lines of credit of $217.5 million with unaffiliated correspondent banks to provide short-term credit for liquidity requirements. Of these aggregate lines of credit, $197.5 million is available on an unsecured basis. The Bank also has the ability, as a member of the Federal Home Loan Bank (“FHLB”) system, to borrow against unencumbered residential and commercial mortgages owned by the Bank. The Bank also has a master repurchase agreement with the FHLB, which increases its borrowing capacity. As of December 31, 2009, there were no overnight borrowings under these lines. The Bank had $15.0 million of securities sold under agreements to repurchase outstanding as of December 31, 2009 with brokers. In addition, the Bank has an approved broker relationship for the purpose of issuing brokered certificates of deposit. As of December 31, 2009 the Bank had no brokered certificates of deposits. As of December 31, 2008, the Bank had issued $5.0 million of brokered certificates of deposit. Management continually monitors the liquidity position and believes that sufficient liquidity exists to meet all of our operating requirements. Based on the objectives determined by the Asset and Liability Committee, the Bank’s liquidity levels may be affected by the use of short-term and wholesale borrowings, and the amount of public funds in the deposit mix. The Asset and Liability Committee is comprised of members of senior management and the Board. Excess short-term liquidity is invested in overnight federal funds sold. #### CONTRACTUAL OBLIGATIONS In the ordinary course of operations, the Company enters into certain contractual obligations. The following represents contractual obligations outstanding at December 31, 2009: *(In thousands)* | | Total Amounts Committed | Less than One Year | One to Three Years | Four to Five Years | Over Five Years | | --- | ---: | ---: | ---: | ---: | ---: | | Operating leases | $4,793 | $827 | $976 | $925 | $2,065 | | Purchase obligation | 250 | 250 | — | — | — | | FHLB term advances and repurchase agreements | 15,000 | — | — | 5,000 | 10,000 | | Junior subordinated debentures | 16,002 | — | — | — | 16,002 | | Time deposits | 140,954 | 127,631 | 10,755 | 2,500 | 68 | | Total contractual obligations outstanding | $176,999 | $128,708 | $11,731 | $8,425 | $28,135 | #### COMMITMENTS, CONTINGENT LIABILITIES, AND OFF-BALANCE SHEET ARRANGEMENTS Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, often including obtaining collateral at exercise of the commitment. At December 31, 2009, the Company had $25.4 million in outstanding loan commitments and $103.4 million in outstanding commitments for various lines of credit including unused overdraft lines. The Company also has $1.2 million of standby letters of credit as of December 31, 2009. See Note 12 of the Notes to the Consolidated Financial Statements for additional information on loan commitments and standby letters of credit. #### CAPITAL RESOURCES Stockholders’ equity increased to $61.9 million at December 31, 2009 from $56.1 million at December 31, 2008 as a result of undistributed net income; plus the change in net unrealized appreciation in securities available for sale, net of deferred taxes; the change in pension liability under FASB ASC 715-30, net of deferred taxes; and the issuance of shares of common stock pursuant to the equity incentive plan; less the declaration of dividends. The ratio of average stockholders’ equity to average total assets decreased to 6.80% at year end 2009 from 7.62% at year end 2008. The Company’s capital strength is paralleled by the solid capital position of the Bank, as reflected in the excess of its regulatory capital ratios over the risk-based capital adequacy ratio levels required for classification as a “well capitalized” institution by the FDIC (see Note 14 to the Consolidated Financial Statements). During 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the “TPS”), through its subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount of $1,000 per security and the TPS shares are convertible into our common stock, at an effective conversion price of $31 per share. The TPS mature in 30 years but are callable by the Company at par any time after September 30, 2014. The Company issued $16.0 million of Junior Subordinated Debentures (the “Debentures”) to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements, but rather the Debentures are shown as a liability. The Debentures bear interest at a fixed rate equal to 8.50% and mature on December 31, 2039. Consistent with regulatory requirements, the interest payments may be deferred for up to 5 years, and are cumulative. The Debentures have the same prepayment provisions as the TPS. The Debentures may be included in Tier I capital (with certain limitations applicable) under current regulatory guidelines and interpretations. Management believes that the current capital levels along with future retained earnings will allow the Bank to maintain a position exceeding required capital levels and which is sufficient to support Company growth. Additionally, the Company has the ability to issue additional common stock, preferred stock and/or trust preferred securities should the need arise. The Company had returns on average equity of 15.58%, 16.29%, and 17.47% and returns on average assets of 1.06%, 1.24%, and 1.38%, for the years ended December 31, 2009, 2008, and 2007, respectively. The Company utilizes cash dividends and stock repurchases to manage capital levels. Cash dividends totaled $5.7 million in 2009 and 2008. The dividend payout ratios for 2009 and 2008 were 65.43% and 64.74%, respectively. The Company continues its trend of uninterrupted dividends. On March 27, 2006, the Company approved its stock repurchase plan allowing the repurchase of up to 5% of its then current outstanding shares, 309,000 shares. There is no expiration date for the share repurchase plan. The Company considers opportunities for stock repurchases carefully. The Company did not repurchase any shares in 2009, 2008 or 2007. #### IMPACT OF INFLATION AND CHANGING PRICES The Consolidated Financial Statements and notes thereto presented herein have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary effect of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates have a more significant effect on the performance of a financial institution than do the effects of changes in the general rate of inflation and changes in prices. Changes in interest rates could adversely affect our results of operations and financial condition. Interest rates do not necessarily move in the same direction, or in the same magnitude, as the prices of goods and services. Interest rates are highly sensitive to many factors, which are beyond the control of the Company, including the influence of domestic and foreign economic conditions and the monetary and fiscal policies of the United States government and federal agencies, particularly the Federal Reserve Bank. #### IMPACT OF PROSPECTIVE ACCOUNTING STANDARDS For discussion regarding the impact of new accounting standards, refer to Note 1 r) of the notes to Consolidated Financial Statements. ## Market risk As filed, 6,079 characters. Management considers interest rate risk to be the most significant market risk for the Company. Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in the net income of the Company as a result of changes in interest rates. The Company’s primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets. The Company’s objectives in its asset and liability management are to maintain a strong, stable net interest margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of its operations to changes in interest rates. The Company’s Asset and Liability Committee evaluates periodically, but at least four times a year, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity. Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the full Board of Directors at least annually. The economic environment continually presents uncertainties as to future interest rate trends. The Asset and Liability Committee regularly utilizes a model that projects net interest income based on increasing or decreasing interest rates, in order to be better able to respond to changes in interest rates. At December 31, 2009, $336.4 million or 87.4% of the Company’s securities had fixed interest rates. Changes in interest rates affect the value of the Company’s interest earning assets and in particular its securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. Increases in interest rates could result in decreases in the market value of interest earning assets, which could adversely affect the Company’s stockholders’ equity and its results of operations if sold. The Company is also subject to reinvestment risk associated with changes in interest rates. Changes in market interest rates also could affect the type (fixed-rate or adjustable-rate) and amount of loans originated by the Company and the average life of loans and securities, which can impact the yields earned on the Company’s loans and securities. Changes in interest rates may affect the average life of loans and mortgage related securities. In periods of decreasing interest rates, the average life of loans and securities held by the Company may be shortened to the extent increased prepayment activity occurs during such periods which, in turn, may result in the investment of funds from such prepayments in lower yielding assets. Under these circumstances the Company is subject to reinvestment risk to the extent that it is unable to reinvest the cash received from such prepayments at rates that are comparable to the rates on existing loans and securities. Additionally, increases in interest rates may result in decreasing loan prepayments with respect to fixed rate loans (and therefore an increase in the average life of such loans), may result in a decrease in loan demand, and make it more difficult for borrowers to repay adjustable rate loans. The Company utilizes the results of a detailed and dynamic simulation model to quantify the estimated exposure to net interest income to sustained interest rate changes. Management routinely monitors simulated net interest income sensitivity over a rolling two-year horizon. The simulation model captures the seasonality of the Company’s deposit flows and the impact of changing interest rates on the interest income received and the interest expense paid on all assets and liabilities reflected on the Company’s consolidated balance sheet. This sensitivity analysis is compared to the asset and liability policy limits that specify a maximum tolerance level for net interest income exposure over a one-year horizon given a 100 and 200 basis point upward shift in interest rates and a 100 basis point downward shift in interest rates. A parallel and pro-rata shift in rates over a twelve-month period is assumed. The following reflects the Company’s net interest income sensitivity analysis at December 31, 2009: *(Dollars in thousands)* | Change in Interest Rates in Basis Points | 2009 Potential Change in Net Interest Income $ Change | % Change | | ---: | ---: | ---: | | 200 | $(1,243) | (3.54)% | | 100 | $(545) | (1.55)% | | Static | — | — | | (100) | $42 | 0.12% | The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, but not limited to, the nature and timing of interest rate levels and yield curve shapes, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. While assumptions are developed based upon perceived current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences may change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals, prepayment penalties and product preference changes and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that management might take in responding to, or anticipating changes in interest rates and market conditions. ## Controls and procedures As filed, 2,955 characters. #### Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2009. Based on that evaluation, the Company’s Principal Executive Officer and Principal Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the annual report. #### Report By Management On Internal Control Over Financial Reporting Management of Bridge Bancorp, Inc. (“the Company”) is responsible for establishing and maintaining an effective system of internal control over financial reporting. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and circumvention or overriding of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the Company’s internal control over financial reporting as of December 31, 2009. This assessment was based on criteria for effective internal control over financial reporting described in *Internal Control — Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2009, the Company maintained effective internal control over financial reporting based on those criteria. The Company’s independent registered public accounting firm that audited the financial statements that are included in this annual report on Form 10-K, has issued an audit report on the Company’s internal control over financial reporting. The audit report of Crowe Horwath LLP appears on the previous page. #### Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2009, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Filed Mar 11, 2010. Source: SEC EDGAR, the filing index for accession 0000950123-10-023632. Last ingested by Listed: Nov 7, 2026, 12:41 ET. No prices; not investment advice.