Bridge Bancorp Inc.
Annual Report 2012

Plain-text annual report

BRIDGE BANCORP, INC. ROOted iN tHe cOMMuNitY 2012 Annual Report BRIDGE BANCORP, INC. Bridge Bancorp, inc., a New York corporation (NASdAQ: BdGe), is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, Bridgehampton National Bank (the Bank, BNB). established in 1910 by farmers and merchants, the Bank today has approximately $1.6 billion in assets and an ongoing commitment to the tenets of community banking: developing long-term relationships with customers, offering knowledge and understanding of the local marketplace and taking an active role in making the towns and villages it serves better places to live and work. throughout its history, BNB has established a reputa- tion for personal service, access to decision makers and engaged involvement in the community. A full range of products and services to businesses, consumers and municipalities is offered by BNB. its professional team of lenders and branch managers offers flexible banking programs in partnership with customers to help meet their financial needs. Products and services include convenient technologies like online banking, online bill pay, remote deposit capture, merchant services and lockbox as well as the traditional menu of deposit and loan products. in addition, title insurance is offered through Bridge Abstract and investment counsel is provided by Bridge investment Services. BNB operates in markets throughout Suffolk county, Long island from Orient Point to Wading River and from Montauk Point to deer Park. in 2012 the Bank opened new branches in Ronkonkoma, near MacArthur Airport and in Hauppauge, bringing the total number of BNB branches to 22. Peconic Landing Greenport Shelter island (coming soon) Southold Mattituck cutchogue Sag Harbor Montauk east Hampton Village east Hampton Hampton Bays Bridgehampton Southampton (Windmill Lane) Southampton Village Westhampton Beach center Moriches Wading River Rocky Point Hauppauge deer Park Ronkonkoma Shirley Patchogue Bridge Bancorp, inc. 1 e g A p • t R o p e R l A u n n A 2 1 0 2 FiNANCiAL HigHLigHtS (in thousands, except per share data and financial ratios) For the year ended December 31, EARNINGS Net income Return on average equity Return on average assets BALANCE SHEET Assets Deposits Loans Stockholders’ equity PER SHARE DATA Diluted earnings Cash dividends paid Book value 2012 2011 $ 12,772 $ 10,359 11.78% 0.88% 14.37% 0.88% $ 1,624,713 $ 1,337,458 $ 1,409,322 $ 1,188,185 $ 798,446 $ 612,143 $ 118,672 $ 106,987 $ $ $ 1.48 1.15 13.32 $ $ $ 1.54 0.92 12.82 TOTAL ASSETS (at December 31, in millions) TOTAL DEPOSITS (at December 31, in millions) NET INCOME (in millions) RETURN ON AVERAGE EQUITY (percentage) TOTAL ASSETS (at December 31, in millions) TOTAL DEPOSITS (at December 31, in millions) NET INCOME (in millions) RETURN ON AVERAGE EQUITY (percentage) 2000 1500 1000 500 0 1500 1200 900 600 300 0 15 12 9 6 3 0 20 15 10 5 0 $2,000 $1,500 $1,000 $500 $0 $1,624.7 $1,500 $1,200 $900 $600 $300 $0 $1,409.3 $15 $12 $9 $6 $3 $0 $12.8 20% 15% 10% 5% 0% 11.78% ’08 ’09 ’10 ’11 ’12 ’08 ’09 ’10 ’11 ’12 ’08 ’09 ’10 ’11 ’12 ’08 ’09 ’10 ’11 ’12 Long Island, with its long tradition of innovation and entrepreneurship, is home to many successful companies, as well as world class education and research centers. These businesses, supported by our highly educated workforce, design, distribute and manufacture everything from high tech military items to high end windows and doors. As a century old institution catering to these businesses, BNB understands their challenges and oppor- tunities, and the importance of the banker/customer partnership. Our success is measured by the success of our customers, as we both contribute to the growth and vitality of the Long Island economy. Bridge Bancorp, inc. FELLOW SHAREHOLDERS: “ We are privileged to operate on Long island, an economy with a rich diversity of business, known for its entrepreneurship and innovation.” 3 e g A p • t R o p e R l A u n n A 2 1 0 2 As each year ends, we contemplate our accom- plishments, our challenges and our opportunities, and i look forward to sharing these reflections with you: our shareholders, customers and friends. it is a collaborative effort, as i deliberate with my colleagues. their comments are not limited to issues affecting our Company, but also reflect events in our communities, our state and nation. We are privileged to operate on Long island, an economy with a rich diversity of business, known for its entrepreneurship and innovation. We have witnessed the economic challenges all local busi- nesses have faced and watched the successful ones emerge retooled and stronger. this annual message provides insight not only into our strate- gies, but also into the environment’s impact on our current and future performance. By most measures, 2012 continued our sustained track record of financial success, highlighted by a record level of net income, substantial growth in deposits and loans, and a continuation of dividends. Our commitment to identifying and leveraging market opportunities added a sub- stantial number of new customers, leading to another year of double digit deposit growth. Unlike some of our competitors, we identified and funded loans for many local, credit-worthy entities, helping them invest and expand. this is the essence of community banking, where the “raw materials” of customers’ deposits and share- holders’ capital are reinvested back into the local community. Our loans finance buildings, equip- ment and inventory, allowing business operators and entrepreneurs to grow and prosper, provid- ing the impetus for local economic expansion and job creation. We are committed to our expansion strategy, as investments in facilities, personnel and technol- ogy have paid handsome dividends. At 102 years strong, we are one of only a handful of Long island based community banks where decisions affecting local businesses and communities are made by local management under the direction of a local Board. As we expand our western profile, we continue to have deep roots on the eastern end of Long island and remain committed to the communities that provide the foundation of this organization. A substantial portion of our loans are made to busi- nesses and individuals on the East End, and while we have opened new branches further west on Long island, we have also reinvested in several legacy branches, most notably in Montauk, East Hampton and Southold. Over the past five years we’ve opened seven branches, tripling our assets and doubling our capital. We’ve augmented our strong and dedicated 4 e g A p • t R o p e R l A u n n A 2 1 0 2 Bridge Bancorp, inc. ROOtED iN tHE COMMUNity iN WHiCH WE iNvESt BNB invests every day in the communities it serves through its people, products and services. Loans provided to local businesses, are investments fueling growth, creating jobs. These investments increase the vibrancy of the local economy, improving the quality of life and the creation of strong neighborhoods. Our staff live and work here, and have a vested interest in their communities’ success. team with the addition of experienced relation- ship bankers. these individuals understand the current environment and are committed to deliv- ering personal service and a superior level of financial expertise to their customers. We often ask potential customers, “Where do you bank?” and “Who is your banker?” the “who” is by far the driving force in making a final banking decision. Some may be skeptical of our simple strategy. While many banks pledge to deliver superior service and state of the art products, their claims TOTAL LOANS BY TYPE at December 31, 2012 42% 25% Commercial Mortgages Commercial Loans Residential & Consumer Loans 10% Equity Loans 9% Multifamily Loans 8% Construction & Land Loans 6% Average Yield 6.00% are not supported by facts. We have demonstrated results, evidenced by our ability to grow profitably, attracting bankers and their customers. Positive referrals and our reputation have brought new business to our door and our commitment to the customer is a critical element of our success. TOTAL DEPOSITS BY TYPE at December 31, 2012 Moving forward, the entire organization needs to be involved and committed to operating in this highly regulated environment. Employees must understand the strategic vision, know their roles, and how they contribute to our collective success. We have created a challenging atmosphere that rewards employees for their accomplish- ments. We have been deliberate and steadfast, Demand Deposits ensuring that our personnel, systems, policies, Money Markets procedures and technology are robust enough to Savings & NOW deal with the realities of banking in the post Certificates of Deposit “great Recession” world. the Dodd-Frank legis- Average Cost of lation alone encompasses 2,000 pages and will Customer Deposits 0.45% result in many more reams of regulations affecting all aspects of our operations. 38% 37% 14% 11% technology is a critical element in our efforts to maintain relevance as an industry and with our customers. However, new devices or software Fire Island Ferry Robert Moses Bridge Thomas Ryzuk, Dart Fuel Oil Inc., Centereach, NY TOTAL LOANS BY TYPE at December 31, 2012 Commercial Mortgages Commercial Loans Residential & 42% 25% Consumer Loans 10% Equity Loans 9% Multifamily Loans 8% Construction & Land Loans 6% Average Yield 6.00% Bridge Bancorp, inc. ROOtED iN tHE COMMUNity iN WHiCH WE WORk 7 e g A p • t R o p e R l A u n n A 2 1 0 2 Community Banking is about building strong relationships, partnering with local businesses and entrepreneurs. We offer, along with traditional products and services, advice and counsel to help our customers plan and execute their strategies for growth, expansion and success. As a Long Island based community bank, BNB professionals understand the unique nature and challenges of our marketplace. This local expertise coupled with local decision making and our high level of personal service is the key to forging this successful partnership. Although the expanded regulatory environment will be challenging, we accept the new reality and will continue to take the necessary steps to succeed. We will add to staff, write new policies, and ultimately operate with higher levels of capi- tal. these pressures will potentially dampen the industry’s efficiency, increase expenses, lower profits, and decrease shareholder returns. Perhaps the most pressing issue for all banks is the persistently low level of interest rates. in banking, we borrow from our depositors in the short term, and lend to customers for a longer Carolyn and Stuart Feldschuh, Snowflake, Riverhead, NY TOTAL DEPOSITS BY TYPE at December 31, 2012 Demand Deposits Money Markets Savings & NOW Certificates of Deposit 38% 37% 14% 11% Average Cost of Customer Deposits 0.45% (with myriad passwords and security features) will never replace the personal touch of a phone call or a visit. Our new online and mobile bank- ing platforms, coupled with a more robust and interactive website, enhance the relationships we have forged with our customers. tomorrow’s suc- cessful community bank will combine technol- ogy touch points with experienced relationship bankers, serving markets through a network of the traditional brick and mortar branches. People want to know there is a “Bank,” where they bank. growing a business is not without risks, but we believe the opportunities available today, with the displacement of many competitors and the chang- ing landscape, are something we cannot ignore. We also continue dealing with the fallout from the past several years of economic turmoil. While the economy appears to be improving, job creation and unemployment remain major impediments to increased consumer confidence and activity. As such, business investment has been limited, hindering robust economic growth. Existing customers are wary of expanding and credit outlooks for new customers are limited. 8 e g A p • t R o p e R l A u n n A 2 1 0 2 Bridge Bancorp, inc. ROOtED iN tHE COMMUNity iN WHiCH WE LivE For over 102 years, BNB has focused on one mission—to deliver its brand of community banking to the towns and villages across Long Island. Each year, we rededicate ourselves, focusing on further strengthening the partnership between the Bank and the communi- ties we serve. We strive to expand, improve technology and deliver new products and services, but we never lose sight of our principal mission. Our commitment is to our customers, employees and share- holders, who comprise the community this community bank serves. term, adding a cost for credit. this difference in rates is our margin, or gross profit. given the current lower rates, this margin has been declin- ing and will continue to do so. With the Federal Reserve Bank using conventional and unconven- tional means, the risks of abrupt and significant movements in rates have been amplified. the consequences of rates increasing from these abso- lute low levels are both difficult to predict and manage. Certainly, longer term bonds and loans will decline in value as rates rise, and customers will require higher interest on their deposits. Another challenge will be whether consumers and businesses can sustain the higher payments required, when their borrowing rates increase. increases in rates will affect every bank’s ability to manage its net interest margin and income over time. While our challenges are many, we believe we have established a foundation and platform for continued success. We continually reassess our strengths, recognize opportunities and monitor our challenges. i remain impressed by our staff’s commitment and genuine passion for serving their customers, and am grateful to our strong Board of Directors, who share our vision and support our mission. We remain committed to the critical role of a community bank, where personal contact and local decisions create part- nerships. the successful community bank is both supported by and a support to its commu- nity. in the end, our success is the result of collective achievement—when we succeed, we succeed together. Sincerely, kevin M. O’Connor President and Chief Executive Officer i-tri Triathalon participants in East Hampton with BNB Lending Officer and i-tri board member, Gisella Recalde. cORPORAte iNFORMAtiON inVestor reLAtions exchange: NASdAQ® Symbol: BdGe Howard H. Nolan, CPA Senior executive Vice President and corporate Secretary 2200 Montauk Highway P.O. Box 3005 Bridgehampton, NY 11932 631.537.1000 hnolan@bridgenb.com Shareholders seeking information about the company may access presentations, press releases and government filings through the Bank’s website: www.bridgenb.com. stock trAnsfer Agent And r egistrAr Registrar and transfer co. 10 commerce drive cranford, NJ 07016 800.368.5948 www.rtco.com Shareholders that would like to make changes to the name, address or ownership of their stock, consolidate accounts, eliminate duplicate mail- ings, or replace lost certificates or dividend checks, should contact Registrar and transfer co. securities counseL Luse Gorman Pomerenk & Schick, P.c. 5335 Wisconsin Avenue, NW Suite 780 Washington, dc 20015-2035 notice of AnnuAL meeting the Annual Meeting of Shareholders is scheduled for 11:00 a.m. on Friday, May 3, 2013 in the community Room, Bridgehampton National Bank, 2200 Montauk Highway, Bridgehampton, NY 11932. Bridge BAncorp, inc. BOARD OF DIRECTORS Marcia Z. Hefter chairperson Dennis A. Suskind Vice chairperson Kevin M. O’Connor Emanuel Arturi Antonia M. Donohue Charles I. Massoud Albert E. McCoy, Jr. Howard H. Nolan, CPA Rudolph J. Santoro Thomas J. Tobin COMPANY OFFICERS Kevin M. O’Connor President and chief executive Officer Howard H. Nolan, CPA Sr. executive Vice President, chief Financial Officer and corporate Secretary BridgehAmpton nAtionAL BAnk EXECUTIVE OFFICERS Kevin M. O’Connor President and chief executive Officer Howard H. Nolan, CPA Senior executive Vice President, chief Administrative and Financial Officer James J. Manseau executive Vice President, chief Retail Banking Officer Kevin L. Santacroce executive Vice President, chief Lending Officer senior Vice presidents Seamus J. doyle Nancy Foster Patricia F. Horan John M. Mccaffery deborah McGrory Stephen Sheridan thomas H. Simson John P. Vivona Joseph Walsh Aidan P. Wood VICE PRESIDENTS Sharon Abbondondelo William Araneo Steven Bodziner Edward Burger Lance P. Burke Kimberly Cioch Deborah Cosgrove Michelle Dosch Michael Fearon Beth Flanagan Maria M. Fontana Peter M. Gajda Stanley Glinka Michael V. Hadix Maureen Hines Patricia Liotta John B. MacCulley Theresa Mackey Norma Marx Marie A. McAlary Margaret B. Meighan Robert P. Mensing Nancy Messer William J. Newham, III Corrine Newman Deborah Orlowski Claudia Pilato Sarah Quinn, CPA Philip Rinaldi Ann Marie Roberts Keith Robertson Stephanie Saggio Raymond Sanchez Susan G. Schaefer Thomas Sullivan Dawn M. Turnbull Donna Wetjen Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com Photography by Jim Lennon BRIDGE BANCORP, INC. 2200 Montauk Highway P.O. Box 3005 Bridgehampton, New York 11932 631.537.1000 www.bridgenb.com BridgehAmpton nAtionAL BAnk BrAnches Sag Harbor 631.725.6622 Shirley 631.281.1245 Southampton Village 631.287.6504 Southampton, Windmill Lane 631.287.9500 Southold 631.765.1500 Wading River 631.929.4250 Westhampton Beach 631.288.7756 Bridgehampton 631.537.8834 Center Moriches 631.909.4990 Cutchogue 631.734.5002 Deer Park 631.392.1301 East Hampton 631.324.8480 East Hampton Village 631.324.8481 Greenport 631.477.0220 Hampton Bays 631.728.9041 Hauppauge 631.909.7500 Mattituck 631.298.0190 Montauk 631.668.6400 Patchogue 631.923.1495 Peconic Landing (Greenport) 631.477.8150 Rocky Point 631.886.0002 Ronkonkoma 631.940.1470 Bridge ABstrAct LLc 2200 Montauk Highway P.O. Box 3031 Bridgehampton, NY 11932 631.537.5750 www.bridgeabstractllc.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (cid:95)(cid:3)(cid:3)(cid:3) AN ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Commission File No. 001-34096 BRIDGE BANCORP, INC. (Exact name of registrant as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 11-2934195 (IRS Employer Identification Number) 2200 MONTAUK HIGHWAY, BRIDGEHAMPTON, NEW YORK (Address of principal executive offices) 11932 (Zip Code) Registrant’s telephone number, including area code: (631) 537-1000 Securities registered pursuant to Section 12 (b) of the Act: Title of each class Common Stock, Par Value of $0.01 Per Share Name of each exchange on which registered The Nasdaq Stock Market, LLC Securities registered pursuant to Section 12 (g) of the Act: (Title of Class) None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:134)(cid:3)No (cid:95) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134)(cid:3)No (cid:95)(cid:3) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:95)(cid:3)No (cid:134) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:95)(cid:3)No (cid:134) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) of this chapter is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:95) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (cid:134)(cid:3)Accelerated filer (cid:95)(cid:3)Non-accelerated filer (cid:134)(cid:3)Smaller reporting company (cid:134) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:134)(cid:3)No (cid:95) The approximate aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing price of the Common Stock on June 30, 2012, was $191,463,050. The number of shares of the Registrant’s common stock outstanding on March 11, 2013 was 8,974,740. Portions of the following documents are incorporated into the Parts of this Report on Form 10-K indicated below: The Registrant’s definitive Proxy Statement for the 2012 Annual Meeting to be filed pursuant to Regulation 14A on or before April 30, 2013 (Part III). TABLE OF CONTENTS PART I Item 1 Business Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Item 3 Item 4 Properties Legal Proceedings Mine Safety Disclosures PART II Item 5 Item 6 Item 7 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 8 Item 9 Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accountant Fees and Services PART IV Item 15 Exhibits and Financial Statement Schedules SIGNATURES EXHIBIT INDEX 1 7 11 11 11 11 11 14 15 34 36 80 80 80 80 80 81 81 81 81 82 83 PART I Item 1. Business Bridge Bancorp, Inc. (the “Registrant” or “Company”) is a registered bank holding company for The Bridgehampton National Bank (the “Bank”). The Bank was established in 1910 as a national banking association and is headquartered in Bridgehampton, New York. The Registrant was incorporated under the laws of the State of New York in 1988, at the direction of the Board of Directors of the Bank for the purpose of becoming a bank holding company pursuant to a plan of reorganization under which the former shareholders of the Bank became the shareholders of the Company. Since commencing business in March 1989, after the reorganization, the Registrant has functioned primarily as the holder of all of the Bank’s common stock. In May 1999, the Bank established a real estate investment trust subsidiary, Bridgehampton Community, Inc. (“BCI”), as an operating subsidiary. The assets transferred to BCI are viewed by the bank regulators as part of the Bank’s assets in consolidation. The operations of the Bank also include Bridge Abstract LLC (“Bridge Abstract”), a wholly owned subsidiary of the Bank, which is a broker of title insurance services. In October 2009, the Company formed Bridge Statutory Capital Trust II (the “Trust”) as a subsidiary, which sold $16.0 million of 8.5% cumulative convertible Trust Preferred Securities (the “Trust Preferred Securities”) in a private placement to accredited investors. The Bank operates twenty two branches on eastern Long Island. Federally chartered in 1910, the Bank was founded by local farmers and merchants. For a century, the Bank has maintained its focus on building customer relationships in this market area. The mission of the Company is to grow through the provision of exceptional service to its customers, its employees, and the community. The Company strives to achieve excellence in financial performance and build long term shareholder value. The Bank engages in full service commercial and consumer banking business, including accepting time, savings and demand deposits from the consumers, businesses and local municipalities surrounding its branch offices. These deposits, together with funds generated from operations and borrowings, are invested primarily in: (1) commercial real estate loans; (2) home equity loans; (3) construction loans; (4) residential mortgage loans; (5) secured and unsecured commercial and consumer loans; (6) FHLB, FNMA, GNMA and FHLMC and non agency mortgage-backed securities, collateralized mortgage obligations and other asset backed securities; (7) New York State and local municipal obligations; and (8) U.S government sponsored entity (“U.S. GSE”) securities. The Bank also offers the CDARS program, providing up to $50.0 million of FDIC insurance to its customers. In addition, the Bank offers merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, individual retirement accounts and investment services through Bridge Investment Services, offering a full range of investment products and services through a third party broker dealer. Through its title insurance abstract subsidiary, the Bank acts as a broker for title insurance services. The Bank’s customer base is comprised principally of small businesses, municipal relationships and consumer relationships. The Bank employs 257 people on a full-time and part-time basis. The Bank provides a variety of employment benefits and considers its relationship with its employees to be positive. In addition, the Company maintains equity incentive plans under which it may issue shares of common stock of the Company. All phases of the Bank’s business are highly competitive. The Bank faces direct competition from a significant number of financial institutions operating in its market area, many with a statewide or regional presence, and in some cases, a national presence. There is also competition for banking business from competitors outside of its market areas. Most of these competitors are significantly larger than the Bank, and therefore have greater financial and marketing resources and lending limits than those of the Bank. The fixed cost of regulatory compliance remains high for community banks as compared to their larger competitors that are able to achieve economies of scale. The Bank considers its major competition to be local commercial banks as well as other commercial banks with branches in the Bank’s market area. Other competitors include savings banks, credit unions, mortgage brokers and financial services firms other than financial institutions such as investment and insurance companies. Increased competition within the Bank’s market areas may limit growth and profitability. Additionally, as the Bank’s market area expands westward, competitive pressure in new markets is expected to be strong. The title insurance abstract subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance. In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions. The Bank’s principal market area is located in Suffolk County, New York. Suffolk County is located on the eastern portion of Long Island and has a population of approximately 1.5 million. Eastern Long Island is semi-rural. Surrounded by water and including the Hamptons and North Fork, the region is a recreational destination for the New York metropolitan area, and a highly regarded resort locale world-wide. While the local economy flourishes in the summer months as a result of the influx of tourists and second homeowners, the year-round population has grown considerably in recent years, resulting in a reduction of the seasonal fluctuations in the economy. Industries represented in the marketplace include retail establishments; construction and trades; restaurants and bars; lodging and recreation; professional entities; real estate; health services; passenger transportation; and agricultural and related businesses. During the last decade, the Long Island wine industry has grown with an increasing number of new wineries and vineyards locating in the region each year. The vast majority of businesses are considered small businesses employing fewer than ten full-time employees. In recent years, more national chains have opened retail stores within the villages on the north and south forks of the island. Major employers in the region include the municipalities, school districts, hospitals, and financial institutions. Page -1- Since 2008, the Bank has opened seven new branches. In 2009, the Bank opened two new branches in Shirley and in the Village of East Hampton, New York. During 2010, the Bank opened three new branches located in Center Moriches, Patchogue and Deer Park, New York. In November 2010, the Bank relocated its branch at 26 Park Place, East Hampton, New York to 55 Main Street, East Hampton, New York. In June 2012, the Bank opened a new branch in Ronkonkoma, New York. This location’s proximity to MacArthur Airport complements the Patchogue branch and extends the Bank’s reach into the Bohemia market. In late December 2012, the Bank opened a new branch and administrative offices in Hauppauge, New York. The recent branch openings move the Bank geographically westward and demonstrate its commitment to traditional growth through branch expansion. In May 2011, the Bank acquired Hamptons State Bank (“HSB”) which increased the Bank’s presence in an existing market with a branch located in the Village of Southampton. In July 2011, the Bank converted the former HSB customers to its core operating system. Management spent considerable time ensuring the transition progressed smoothly for HSB’s former customers and shareholders. Management has demonstrated its ability to successfully integrate the former HSB customers and achieve expected cost savings while continuing to execute its business strategy. Management will continue to seek opportunities to expand its reach into other contiguous markets by network expansion, or through the addition of professionals with established customer relationships. The Bank routinely adds to its menu of products and services, continually meeting the needs of consumers and businesses. We believe positive outcomes in the future will result from the expansion of our geographic footprint, investments in infrastructure and technology and continued focus on placing our customers first. Plans for 2013 include a new internet banking platform and mobile banking products. The Company, the Bank and its subsidiaries with the exception of the real estate investment trust, which files its own federal and state income tax returns, report their income on a consolidated basis using the accrual method of accounting and are subject to federal and state income taxation. In general, banks are subject to federal income tax in the same manner as other corporations. However, gains and losses realized by banks from the sale of available for sale securities are generally treated as ordinary income, rather than capital gains or losses. The Bank is subject to the New York State Franchise Tax on Banking Corporations based on certain criteria. The taxation of net income is similar to federal taxable income subject to certain modifications. 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. Page -2- Federal Deposit Insurance The Bank is a member of the DIF, which is administered by the FDIC. Deposit accounts at the Bank are insured by the FDIC. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act permanently raised the deposit insurance available on all deposit accounts to $250,000. In addition, certain non-interest bearing transaction accounts had unlimited deposit insurance through December 31, 2012. Refer to Item 1A. Risk Factors for more detailed information related to this new regulation. Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain other factors, with less risky institutions paying lower assessments. An institution’s rate depends upon the category to which it is assigned, and certain adjustments specified by FDIC regulations. Assessment rates, as adjusted, previously ranged from seven to 77.5 basis points of assessable deposits. No institution may pay a dividend if in default of the federal deposit insurance assessment. 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 $0.4 million 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 was amortized to expense over three years. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was signed by the President. Section 331(b) of the Dodd-Frank Act required the FDIC to change the definition of the assessment base which assessment fees are determined. The new definition for the assessment base is the average consolidated total assets of the insured depository institution less the average tangible equity of the insured depository institution, rather than deposits. The new methodology became effective on April 1, 2011 and the Company recorded a reduction in its FDIC assessment fees of $0.4 million during 2011 compared to 2010. The new financial reform legislation created a new Consumer Financial Protection Bureau, tightened capital standards and resulted in new laws and regulations that are expected to increase the cost of operations. Refer to Item 1A. Risk Factors for more detailed information related to this new regulation. 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, 2012, the annualized FICO assessment was equal to 0.64 basis points of average consolidated total assets less average tangible equity. Capitalization Under OCC regulations, all national banks are required to comply with minimum capital requirements. For an institution determined by the OCC to not be anticipating or experiencing significant growth and to be, in general, a strong banking organization, rated composite 1 under the Uniform Financial Institutions Ranking System established by the Federal Financial Institutions Examination Council, the minimum capital leverage requirement is a ratio of Tier I capital to total assets of 3%. For all other institutions, the minimum leverage capital ratio is not less than 4%. Tier I capital is the sum of common shareholders’ equity, non-cumulative perpetual preferred stock (including any related surplus) and minority investments in certain subsidiaries, less intangible assets (except for certain servicing rights and credit card relationships) and certain other specified items. The OCC regulations require national banks to maintain certain levels of regulatory capital in relation to regulatory risk-weighted assets. The ratio of regulatory capital to regulatory risk-weighted assets is referred to as a bank’s “risk-based capital ratio.” Risk-based capital ratios are determined by allocating assets and specified off-balance sheet items (including recourse obligations, direct credit substitutes and residual interests) to four risk-weighted categories ranging from 0% to 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. Page -3- 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. On June 6, 2012, the OCC and the other federal bank regulatory agencies issued a series of proposed rules that would revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The proposed rules would apply to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more and top-tier savings and loan holding companies. Among other things, the proposed rules would establish a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets) and a higher minimum Tier 1 capital to risk-based assets requirement (6% of risk-weighted assets) and assign higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property. The proposed rules would also require unrealized gains and losses on certain securities holdings to be included for purposes of calculating regulatory capital requirements. The proposed rules would limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of a specified amount of common equity Tier 1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements. The proposed rules indicated that the final rules would become effective on January 1, 2013, and the changes set forth in the final rules will be phased in from January 1, 2013 through January 1, 2019. However, the agencies subsequently indicated that, due to the volume of public comments received, the final rule has been delayed past January 1, 2013. 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. On February 7, 2011, the FDIC approved a rulemaking to implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that prohibits incentive-based compensation that encourages inappropriate risk taking. Prompt Corrective Regulatory Action Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, the statute establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. The OCC may order national banks which have insufficient capital to take corrective actions. For example, a bank which is categorized as “undercapitalized” would be subject to growth limitations and would be required to submit a capital restoration plan, and a holding company that controls such a bank would be required to guarantee that the bank complies with the restoration plan. A “significantly undercapitalized” bank would be subject to additional restrictions. National banks deemed by the OCC to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator. The recently proposed rules that would increase regulatory capital standards would adjust the prompt corrective action tiers to account for the changes. Dividends Under federal law and applicable regulations, a national bank may generally declare a dividend, without approval from the OCC, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend. Transactions with Affiliates and Insiders Sections 23A and 23B of the Federal Reserve Act govern transactions between a national bank and its affiliates, which includes the Company. The Federal Reserve Board has adopted Regulation W, which comprehensively implements and interprets Sections 23A and 23B, in part by codifying prior Federal Reserve Board interpretations under Sections 23A and 23B. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated as an affiliate of the bank for the purposes of Sections 23A and 23B; however, the OCC has the discretion to treat subsidiaries of a bank as affiliates on a case- Page -4- 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. The Federal Reserve Board has adopted consolidated capital adequacy guidelines for bank holding structured similarly, but not identically, to those of the OCC for the Bank. As of December 31, 2012, the Company’s total capital and Tier 1 capital ratios exceeded these minimum capital requirements. The Dodd-Frank Act directs the Federal Reserve Board to issue consolidated capital Page -5- requirements for depository institution holding companies that are less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. That will eliminate from Tier 1 capital the inclusion of certain instruments, such as trust preferred securities, that are currently includable by bank holding companies. The Dodd-Frank Act grandfathers instruments issued prior to May 19, 2010 for bank holding companies of under $15 billion in consolidated assets. The Company has issued trust preferred securities that should qualify for the grandfather. However, the previously referenced proposed capital rules would impose a phase out of ineligible securities, including trust preferred securities, over ten years and does not refer to the grandfather provision. It is, therefore, uncertain whether any final rule will incorporate the Dodd-Frank Act grandfather. The policy of the Federal Reserve Board is that a bank holding company must serve as a source of strength to its subsidiary banks by providing capital and other support in times of distress. The Dodd-Frank Act codified the source of strength policy and requires the issuance of implementing regulations. Under the prompt corrective action provisions of federal law, a bank holding company parent of an undercapitalized subsidiary bank is required to guarantee, within specified limits, the capital restoration plan that is required of an undercapitalized bank. If an undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the Federal Reserve Board may prohibit the bank holding company parent of the undercapitalized bank from paying dividends or making any other capital distribution. As a bank holding company, the Company is required to obtain the prior approval of the Federal Reserve Board to acquire more than 5% of a class of voting securities of any additional bank or bank holding company or to acquire all, or substantially all, the assets of any additional bank or bank holding company. In addition, the bank holding companies may generally only engage in activities that are closely related to banking as determined by the Federal Reserve Board. Bank holding companies that meet certain criteria may opt to become a financial holding company and thereby engage in a broader array of financial activities. Federal Reserve Board policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past two years is sufficient to fund the dividends and the prospective rate of earnings retention is consistent with the company’s capital needs, asset quality and overall financial condition. A bank holding company is required to receive prior Federal Reserve Board approval of the redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, will be equal to 10% or more of the company’s consolidated net worth. Such approval is not required for a bank holding company that meets certain qualitative criteria. These regulatory authorities have extensive enforcement authority over the institutions that they regulate to prohibit or correct activities that violate law, regulation or a regulatory agreement or which are deemed to be unsafe or unsound banking practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the removal of or restrictions on directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions. Any change in laws and regulations, whether by the OCC, the FDIC, the Federal Reserve Board or through legislation, could have a material adverse impact on the Bank and the Company and their operations and stockholders. Additional information on regulatory requirements is set forth in Note 14 to the Consolidated Financial Statements. The Company had nominal results of operations for 2012, 2011, and 2010 on a parent-only basis. On December 21, 2012, the Company filed a shelf registration statement on form S-3 to register up to $75 million of securities and a prospectus and prospectus supplement. On June 27, 2012, the Company filed a shelf registration statement on Form S-3 to register up to 800,000 of securities pursuant to the DRP Plan with the SEC. On December 20, 2011, the Company raised $24.1 million in capital from the sale of 1,377,000 shares of common stock to selected institutional and other private investors in a registered direct offering. In November 2011, the Company filed a prospectus supplement under which it may from time to time sell up to $10.0 million of its common stock pursuant to an at-the-market equity offering program. During 2011 the Company issued 30,220 shares of common stock and raised $0.6 million in capital under this program. No additional shares were issued under this program in 2012. On May 27, 2011, the Company issued 273,479 shares of common stock with an aggregate value of $5.8 million in connection with the acquisition of Hamptons State Bank. 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. In April 2009, the Company announced that its Board of Directors approved and adopted a Dividend Reinvestment Plan (“DRP Plan”) and filed a registration statement on Form S-3 to register 600,000 shares of common stock with the Securities and Exchange Commission (“SEC”) pursuant to the DRP Plan. Since the inception of the DRP Plan in April 2009 through December 31, 2012, the Company has issued 856,005 shares of common stock and raised $16.8 million in capital. 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 Page -6- own earnings, additional capital raised and borrowings. The information in this report reflects principally the financial condition and results of operations of the Bank. The Bank’s results of operations are primarily dependent on its net interest income. The Bank also generates non interest income, such as fee income on deposit accounts and merchant credit and debit card processing programs, investment services, income from its title insurance abstract subsidiary, and net gains on sales of securities and loans. The level of its non interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from its title insurance abstract subsidiary, and income tax expense, further affects the Bank’s net income. The Company files certain reports with the Securities and Exchange Commission (“SEC”) under the federal securities laws. The Company’s operations are also subject to extensive regulation by other federal, state and local governmental authorities and it is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of its operations. Management believes that the Company is in substantial compliance, in all material respects, with applicable federal, state and local laws, rules and regulations. Because the Company’s business is highly regulated, the laws, rules and regulations applicable to it are subject to regular modification and change. There can be no assurance that these proposed laws, rules and regulations, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect the Company’s business, financial condition or prospects. OTHER INFORMATION Through a link on the Investor Relations section of the Bank’s website of www.bridgenb.com, copies of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) for 15(d) of the Exchange Act, are made available, free of charge, as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC. Copies of such reports and other information also are available at no charge to any person who requests them or at www.sec.gov. Such requests may be directed to Bridge Bancorp, Inc., Investor Relations, 2200 Montauk Highway, PO Box 3005, Bridgehampton, NY 11932, (631) 537-1000. Item 1A. Risk Factors The concentration of our loan portfolio in loans secured by commercial and residential real estate properties located in eastern Long Island could materially adversely affect our financial condition and results of operations if general economic conditions or real estate values in this area decline. Unlike larger banks that are more geographically diversified, the Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area in Suffolk County which is located on eastern Long Island. The local economic conditions on eastern Long Island have a significant impact on the volume of loan originations and the quality of our loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and could negatively affect our financial condition and results of operations. Additionally, while we have a significant amount of commercial real estate loans, the majority of which are owner-occupied, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings. Changes in interest rates could affect our profitability. The Bank’s ability to earn a profit, like most financial institutions, depends primarily on net interest income, which is the difference between the interest income that the Bank earns on its interest-earning assets, such as loans and investments, and the interest expense that the Bank pays on its interest-bearing liabilities, such as deposits. The Bank’s profitability depends on its ability to manage its assets and liabilities during periods of changing market interest rates. In a period of rising interest rates, the interest income earned on the Bank’s assets may not increase as rapidly as the interest paid on its liabilities. In an increasing interest rate environment, the Bank’s cost of funds is expected to increase more rapidly than interest earned on its loan and investment portfolio as its primary source of funds is deposits with generally shorter maturities than those on its loans and investments. This makes the balance sheet more liability sensitive in the short term. A sustained decrease in market interest rates could adversely affect the Bank’s earnings. When interest rates decline, borrowers tend to refinance higher-rate, fixed-rate loans at lower rates. Under those circumstances, the Bank would not be able to reinvest those prepayments in assets earning interest rates as high as the rates on those prepaid loans or in investment securities. In addition, the majority of the Bank’s loans are at variable interest rates, which would adjust to lower rates. Changes in interest rates also affect the fair value of our securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. As of December 31, 2012, our securities portfolio totaled $739.8 million. Page -7- In addition, the Dodd-Frank Act eliminated the federal prohibition on paying interest on demand deposits effective July 21, 2011, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this change to existing law could increase our interest expense. Strong competition within our market area may limit our growth and profitability. The Bank’s market area is located in Suffolk County on eastern Long Island and its customer base is mainly located in the towns of East Hampton, Southampton, Southold and Riverhead. Since 2009, the Bank has expanded its market areas to include branches in the towns of Brookhaven, Babylon and Islip. During 2012, the Bank opened two new branches: one in June located in Ronkonkoma, New York and one in December 2012 located in Hauppauge, New York. The Bank also opened administrative offices in December 2012 in Hauppauge, New York, to better service customers as the Bank continues to move westward. Competition in the banking and financial services industry remains intense. The profitability of the Bank depends on the continued ability to successfully compete. The Bank competes with commercial banks, savings banks, credit unions, insurance companies, and brokerage and investment banking firms. Many of our competitors have substantially greater resources and lending limits than the Bank and may offer certain services that the Bank does not provide. In addition, competitors may offer deposits at higher rates and loans with lower fixed rates, more attractive terms and less stringent credit structures than the Bank has been willing to offer. Furthermore, the high cost of living on the twin forks of eastern Long Island creates increased competition for the recruitment and retention of qualified staff. Our future success depends on the success and growth of The Bridgehampton National Bank. Our primary business activity for the foreseeable future will be to act as the holding company of the Bank. Therefore, our future profitability will depend on the success and growth of this subsidiary. The continued and successful implementation of our growth strategy will require, among other things, that we increase our market share by attracting new customers that currently bank at other financial institutions in our market area. In addition, our ability to successfully grow will depend on several factors, including favorable market conditions, the competitive responses from other financial institutions in our market area, and our ability to maintain high asset quality. While we believe we have the management resources, market opportunities and internal systems in place to obtain and successfully manage future growth, growth opportunities may not be available and we may not be successful in continuing our growth strategy. In addition, continued growth requires that we incur additional expenses, including salaries, data processing and occupancy expense related to new branches and related support staff. Many of these increased expenses are considered fixed expenses. Unless we can successfully continue our growth, our results of operations could be negatively affected by these increased costs. Finally, our growth is also affected by the seasonality of our markets in Eastern Long Island, including the Hamptons and North Fork, a region that is a recreational destination for the New York metropolitan area, and a highly regarded resort locale world- wide. This seasonality results in more economic activity in the summer months and decrease activity in the off season, which can adversely impact the consistency and sustainability of growth. The loss of key personnel could impair our future success. Our future success depends in part on the continued service of our executive officers, other key management, as well as our staff, and on our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of services of one or more of our key personnel or our inability to timely recruit replacements for such personnel, or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results and financial condition. We operate in a highly regulated environment. The Bank and Company are subject to extensive regulation, supervision and examination by the OCC, the FDIC, the Federal Reserve Board and the SEC. Such regulation and supervision governs the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the consumer rather than for the protection of shareholders. 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’s operations, we have been required to adopt new policies and procedures and to install new systems. We cannot be certain that the policies, procedures, and systems we have in place are effective and there is no assurance that in every instance we are in full compliance with these requirements. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations. We may be adversely affected by current economic and market conditions. The national and global economic downturn that began in 2007 has resulted in unprecedented levels of financial market volatility which depressed the market value of financial institutions, limited access to capital and/or had 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 of 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 Page -8- 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 our financial condition and results of operations. 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 through charges to earnings would materially decrease our net income. Bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our results of operations and/or financial condition. The trust preferred securities that we issued have rights that are senior to those of our common shareholders. The conversion of the trust preferred securities into shares of our common stock could result in dilution of your investment. In October 2009 we issued $16 million of 8.5% cumulative convertible trust preferred securities from a special purpose trust, and we issued an identical amount of junior subordinated debentures to this trust. Payments of the principal and interest on the trust preferred securities are conditionally guaranteed by us. Further, the accompanying junior subordinated debentures that we issued to the trust are senior to our shares of common stock. As a result, we must make payments on the junior subordinated debentures before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the obligations with respect to the junior subordinated debentures must be satisfied before any distributions can be made on our common stock. We have the right to defer distributions on the junior subordinated debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid on our common stock. In addition, each $1,000 in liquidation amount of the trust preferred securities currently is convertible, at the option of the holder, into 32.2581 shares of our common stock. The conversion of these securities into shares of our common stock would dilute the ownership interests of purchasers of our common stock in this offering. The Dodd-Frank Wall Street Reform and Consumer Protection Act will, among other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our cost of operations. The Dodd-Frank Act is significantly changing the bank regulatory structure and is impacting the largest financial institutions as well as regional banks and community banks. The federal regulatory agencies, specifically the SEC and the new Consumer Financial Protection Bureau, are given significant discretion in drafting the implementing regulations. The major bank-related provisions under the Dodd-Frank Act pertain to: capital requirements; mortgage reform and minimum lending standards; consumer financial protection bureau; sale of mortgage loans (including risk retention requirements); FDIC insurance- related provisions; preemption standards for national banks; abolishment of the Office of Thrift Supervision; interchange fee for debit card transactions; Volcker Rule; regulation of derivatives/swaps; Financial Services Oversight Council; resolution authority; and corporate governance matters (e.g.; “say on pay”; new executive compensation disclosure and clawbacks, etc.). Given the range of topics in the Dodd-Frank Act and the voluminous regulations required to implement by the Dodd-Frank Act, the full impact will not be known for some time. Certain provisions of the Dodd-Frank Act impacted banks upon enactment of the legislation. Examples of this were the permanent increase of FDIC deposit insurance limits, the FDIC Assessment Base calculation change and the removal of the cap for the Deposit Insurance Fund, all of which in turn affected banks' FDIC deposit insurance premiums. Certain provisions of the Dodd-Frank Act are expected to have a near-term effect on us. For example, a provision of the Dodd-Frank Act eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts. Depending on competitive responses, this significant change to existing law could increase our interest expense. The Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection Page -9- laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws. It is difficult to predict at this time what specific impact the Dodd-Frank Act and the many yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense. The short-term and long-term impact of the changing regulatory capital requirements and anticipated new capital rules are uncertain. On June 7, 2012, the Federal Reserve Board issued proposed rules that would substantially amend the regulatory risk-based capital rules applicable to us. The OCC subsequently approved these proposed rules on June 12, 2012. The proposed rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. Basel III was initially intended to be implemented beginning January 1, 2013, however on November 9, 2012, the U.S. federal banking agencies announced that the proposed rules would not become effective on January 1, 2013, and it is not clear when the proposed rules will become effective. Various provisions of the Dodd-Frank Act increase the capital requirements of financial institutions. The proposed rules include new minimum risk-based capital and leverage ratios, which would be phased in during 2013 and 2014, and would refine the definition of what constitutes “capital” for purposes of calculating these ratios. The proposed new minimum capital requirements would be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The proposed rules would also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital ratios, and would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions. While the proposed Basel III changes and other regulatory capital requirements will result in higher regulatory capital standards, it is difficult at this time to predict when or how any new standards will ultimately be applied. In addition, in the current economic and regulatory environment, bank regulators may impose capital requirements that are more stringent than those required by applicable existing regulations. The application of more stringent capital requirements could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk based capital calculations, items included or deducted in calculating regulatory capital or additional capital conservation buffers, could result in management modifying our business strategy and could limit our ability to make distributions, including paying dividends or buying back our shares. Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings. Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur or may not be adequately addressed if they do occur. In addition, any compromise of our systems could deter customers from using our products and services. Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security. In addition, we outsource a majority of our data processing to certain third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations. Page -10- Severe Weather, Acts of Terrorism and Other External Events Could Impact Our Ability to Conduct Business Recent weather-related events have adversely impacted our market area, especially areas located near coastal waters and flood prone areas. Such events that may cause significant flooding and other storm-related damage may become more common events in the future. Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems and the metropolitan New York area remain central targets for potential acts of terrorism. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. While we have established and regularly test disaster recovery procedures, the occurrence of any such event could have a material adverse effect on our business, operations and financial condition. Item 1B. Unresolved Staff Comments None. Item 2. Properties At present, the Registrant does not own or lease any property. The Registrant uses the Bank’s space and employees without separate payment. Headquarters are located at 2200 Montauk Highway, Bridgehampton, New York 11932. The Bank’s internet address is www.bridgenb.com. All of the Bank’s properties are located in Suffolk County, New York. The Bank’s Main Office in Bridgehampton is owned. The Bank also owns buildings that house branches located in; Montauk, Southold, Westhampton Beach, Southampton Village, and East Hampton Village. The Bank currently leases out a portion of the Montauk and Westhampton Beach buildings. The Bank leases fifteen additional properties in Suffolk County as branch locations. Additionally, the Bank utilizes space for a branch in the retirement community, Peconic Landing at 1500 Brecknock Road, Greenport. The Bank currently subleases a portion of the leased property located in Patchogue. In 2011, the Bank purchased real estate in the Town of Southold which will also be considered as a site for a future branch facility. Item 3. Legal Proceedings The Registrant and its subsidiary are subject to certain pending and threatened legal actions that arise out of the normal course of business. In the opinion of management at the present time, the resolution of any pending or threatened litigation will not have a material adverse effect on its consolidated financial statements. Item 4. Mine Safety Disclosures Not applicable. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities COMMON STOCK INFORMATION The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “BDGE”. The following table details the quarterly high and low sale prices of the Company’s common stock and the dividends declared for such periods. At December 31, 2012 the Company had approximately 858 shareholders of record, not including the number of persons or entities holding stock in nominee or the street name through various banks and brokers. Page -11- COMMON STOCK INFORMATION By Quarter 2012 First Second Third Fourth By Quarter 2011 First Second Third Fourth Stock Prices High Low Dividends Declared 22.33 23.59 24.54 23.24 $ $ $ $ 19.30 19.02 19.58 19.07 $ $ $ $ 0.23 0.23 0.23 0.46 Stock Prices High Low Dividends Declared 25.94 22.68 22.19 20.79 $ $ $ $ 20.94 20.73 17.77 17.51 $ $ $ $ 0.23 — 0.23 0.23 $ $ $ $ $ $ $ $ Stockholders received cash dividends totaling $9.9 million in 2012 and $6.1 million in 2011. During the second quarter of 2011, the Board revised its policy of dividend declaration to the month following the end of the quarter. This change in policy resulted in the declaration of the second quarter dividend in July 2011, and only three declared quarterly dividends during 2011. Due to the likelihood of a change in the tax rates on dividends beginning in 2013, management decided to accelerate the timing of the payment of the Company’s fourth quarter dividend to shareholders into calendar year 2012 resulting in five dividend payments in 2012. The ratio of dividends per share to net income per share was 77.50% in 2012 compared to 44.35% in 2011. There are various legal limitations with respect to the Company’s ability to pay dividends to shareholders and the Bank’s ability to pay dividends to the Company. Under the New York Business Corporation Law, the Company may pay dividends on its outstanding shares unless the Company is insolvent or would be made insolvent by the dividend. Under federal banking law, the prior approval of the Federal Reserve Board and the Office Comptroller of the Currency (the “OCC”) may be required in certain circumstances prior to the payment of dividends by the Company or the Bank. A national bank may generally declare a dividend, without approval from the OCC, in an amount equal to its year-to-date net income plus the prior two years’ net income that is still available for dividend. At December 31, 2012, the Bank had $33.5 million of retained net income available for dividends to the Company. The OCC also has the authority to prohibit a national bank from paying dividends if such payment is deemed to be an unsafe or unsound practice. In addition, as a depository institution the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC. The Bank currently is not (and never has been) in default under any of its obligations to the FDIC. The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board’s policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. The Federal Reserve Board has the authority to prohibit the Company from paying dividends if such payment is deemed to be an unsafe or unsound practice. Page -12- PERFORMANCE GRAPH Pursuant to the regulations of the SEC, the graph below compares the performance of the Company with that of the total return for the NASDAQ® stock market and for certain bank stocks of financial institutions with an asset size $1 billion to $5 billion, as reported by SNL Financial L.C. from December 31, 2007 through December 31, 2012. The graph assumes the reinvestment of dividends in additional shares of the same class of equity securities as those listed below. Bridge Bancorp, Inc. Total Return Performance 150 125 100 75 50 e u l a V x e d n I 25 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 Bridge Bancorp, Inc. NASDAQ Composite SNL Bank $1B-$5B Index Bridge Bancorp, Inc. NASDAQ Composite SNL Bank $1B-$5B Period Ended 12/31/07 100.00 100.00 100.00 12/31/08 79.71 60.02 82.94 12/31/09 107.70 87.24 59.45 12/31/10 114.63 103.08 67.39 12/31/11 95.60 102.26 61.46 12/31/12 103.09 120.42 75.78 ISSUER PURCHASES OF EQUITY SECURITIES The Board of Directors approved a stock repurchase program on March 27, 2006 which approved the repurchase of 309,000 shares. No shares have been purchased during the year ended December 31, 2012. The total number of shares purchased as part of the publicly announced plan totaled 141,959 as of December 31, 2012. The maximum number of remaining shares that may be purchased under the plan totals 167,041 as of December 31, 2012. There is no expiration date for the stock repurchase plan. There is no stock repurchase plan that has expired or that has been terminated during the period ended December 31, 2012. Page -13- Item 6. Selected Financial Data Five-Year Summary of Operations (In thousands, except per share data and financial ratios) Set forth below are selected consolidated financial and other data of the Company. The Company’s business is primarily the business of the Bank. This financial data is derived in part from, and should be read in conjunction with, the Consolidated Financial Statements of the Company. 2012 2011 2010 2009 2008 December 31, Selected Financial Data: Securities available for sale Securities, restricted Securities held to maturity Loans held for sale Loans held for investment Total assets Total deposits Total stockholders’ equity Years Ended December 31, Selected Operating Data: Total interest income Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Total non interest income Total non interest expense Income before income taxes Income tax expense Net income December 31, Selected Financial Ratios and Other Data: Return on average equity Return on average assets Average equity to average assets Dividend payout ratio (1) (2) Basic earnings per share Diluted earnings per share Cash dividends declared per common share $ $ $ $ $ $ 529,070 2,978 210,735 — 798,446 1,624,713 1,409,322 118,672 54,514 7,555 46,959 5,000 41,959 10,673 33,780 18,852 6,080 12,772 $ $ $ 441,439 1,660 169,153 2,300 612,143 1,337,458 1,188,185 106,987 50,426 7,616 42,810 3,900 38,910 6,949 30,837 15,022 4,663 10,359 $ $ $ 323,539 1,284 147,965 — 504,060 1,028,456 916,993 65,720 $ 306,112 1,205 77,424 — 448,038 897,257 793,538 61,855 $ 310,695 3,800 43,444 — 429,683 839,059 659,085 56,139 44,899 7,740 37,159 3,500 33,659 7,433 27,879 13,213 4,047 9,166 $ $ $ $ $ 43,368 7,815 35,553 4,150 31,403 6,174 24,765 12,812 4,049 8,763 15.58% 1.06% 6.80% 65.43% 1.41 1.41 0.92 $ $ $ $ $ 39,620 9,489 30,131 2,000 28,131 6,064 21,157 13,038 4,288 8,750 16.29% 1.24% 7.62% 64.74% 1.42 1.42 0.92 11.78% 0.88% 7.49% 77.50% 1.48 1.48 1.15 $ $ $ 14.37% 0.88% 6.11% 44.35% 1.54 1.54 0.69 $ $ $ 15.29% 0.95% 6.18% 63.42% 1.45 1.45 0.92 (1) The dividend payout ratio for 2012 includes five declared quarterly dividends. (2) The dividend payout ratio for 2011 includes three declared quarterly dividends. Page -14- Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT This report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management of the Company. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variation of such similar expressions are intended to identify such forward-looking statements. Examples of forward- looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and business of the Company, including earnings growth; revenue growth in retail banking lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title abstract subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies. For this presentation, the Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA. Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demands for loan products; demand for financial services; competition; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in management’s business strategies; changes in accounting principles, policies or guidelines, changes in real estate values; expanded regulatory requirements as a result of the Dodd-Frank Act, which could adversely affect operating results; and other factors discussed elsewhere in this report, factors set forth under Item 1A., Risk Factors, and in quarterly and other reports filed by the Company with the Securities and Exchange Commission. The forward- looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. OVERVIEW Who We Are and How We Generate Income Bridge Bancorp, Inc., a New York corporation, is a 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, investment services, income from its title abstract subsidiary, and net gains on sales of securities and loans. The level of its non interest expenses, such as salaries and benefits, occupancy and equipment costs, other general and administrative expenses, expenses from its title insurance subsidiary, and income tax expense, further affects the Bank’s net income. Certain reclassifications have been made to prior year amounts and the related discussion and analysis to conform to the current year presentation. These reclassifications did not have an impact on net income or total stockholders’ equity. Year and Quarterly Highlights • • • • • Net income of $3.4 million and $0.39 per diluted share for the fourth quarter 2012 compared to $3.0 million and $0.42 per diluted share for the fourth quarter 2011. Net income for 2012 was $12.8 million and $1.48 per diluted share, compared to $10.4 million and $1.54 per diluted share, including $0.5 million in acquisition costs, net of tax, associated with the HSB merger in 2011. Returns on average assets and equity for 2012 were 0.88% and 11.78%, respectively. Net interest income increased to $47.0 million for 2012 compared to $42.8 million in 2011. Net interest margin was 3.52% for 2012 and 3.97% for 2011. Total assets of $1.6 billion at December 31, 2012, an increase of $0.3 billion or 21.5% over the same date last year. Page -15- • • • • • • Total loans held for investment of $798.4 million at December 31, 2012, an increase of 30.4% from December 31, 2011. Total investment securities of $742.8 million at December 31, 2012, an increase of 21.3% over December 31, 2011. Total deposits of $1.4 billion at December 31, 2012, an increase of $221.1 million or 18.6% over 2011 level. Allowance for loan losses was 1.81% of loans as of December 31, 2012, compared to 1.77% at December 31, 2011. The Company’s Tier 1 Capital to quarterly average assets ratio was 8.4% as of December 31, 2012, as compared to 9.3% as of 2011. Stockholders’ equity totaled $118.7 million at December 31, 2012, an increase of $11.7 million from December 31, 2011 as a result of the capital raised through the DRIP, as well as continued earnings growth, net of dividends. A cash dividend of $0.23 per share was declared and paid in December 2012 for the fourth quarter of 2012. Current Environment On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) was signed by the President. The Act permanently raised the current standard maximum deposit insurance amount to $250,000. Section 331(b) of the Dodd-Frank Act required the FDIC to change the definition of the assessment base from which assessment fees are determined. The new definition for the assessment base is the average consolidated total assets of the insured depository institution less the average tangible equity of the insured depository institution. The financial reform legislation, among other things, created a new Consumer Financial Protection Bureau, tightened capital standards and resulted in new regulations that are expected to increase the cost of operations. On June 12, 2012, the OCC, the Federal Reserve and the FDIC issued proposed rules that would revise capital calculations and requirements. More specifically, the agencies are proposing to revise the risk based and leverage capital requirements consistent with the Basel Committee on Banking Supervision (“Basel III”), implement a new common equity Tier 1 minimum capital requirement, increase the minimum Tier 1 capital requirement, implement a new supplementary leverage ratio, apply limits on capital distributions and certain discretionary incentive payments if the Bank does not hold a specified buffer of common equity Tier 1 capital in addition to the minimum risk based capital requirements, revise the advanced approaches risk based capital rules consistent with Basel III and revise the calculation of risk weighted assets to enhance risk sensitivity. Since the second half of 2007 and continuing through 2010, the financial markets experienced significant volatility resulting from the continued fallout of sub-prime lending and the global liquidity crises. Various government initiatives along with eight rate cuts by the Federal Reserve totaling 500 basis points were designed to improve liquidity for the distressed financial markets. The objective of these efforts was to help consumers, reduce the potential surge of residential mortgage loan foreclosures and stabilize the banking system. Effective as of February 19, 2010, the Federal Reserve increased the discount rate 50 basis points to 0.75%. The Federal Reserve stated that this rate change was intended to normalize their lending facility and to step away from emergency lending to banks. From April 2010 through September 2012 the Federal Reserve decided to maintain the federal funds target rate between 0 and 25 basis points due to a continued national depressed housing market, tight credit markets and as an effort to foster employment. These actions have resulted in a prolonged low interest rate environment reducing yields on interest earning assets and compressing the Company’s net interest margin. In June 2012, the FOMC lowered its expectations for employment and GDP growth. In September 2012, the FOMC noted that economic activity was increasing, the growth in unemployment had slowed and the housing market was beginning to show signs of improvement. However, the FOMC anticipates maintaining federal funds target rate at least through mid- 2015 in order to support economic and job growth. Growth and service strategies have the potential to offset the compression on net interest margin with volume as the customer base grows through expanding the Bank’s footprint, while maintaining and developing existing relationships. Since 2008, the Bank has opened seven new branches. The recent branch openings move the Bank geographically westward and demonstrate its commitment to traditional growth through branch expansion. In May 2011, the Bank acquired HSB which increased the Bank’s presence in an existing market with a branch located in the Village of Southampton. In July 2011, the Bank converted the former HSB customers to the Bank’s core operating system. Management spent considerable time ensuring the transition progressed smoothly for HSB’s former customers and shareholders. Management has demonstrated its ability to successfully integrate the former HSB customers and achieve expected cost savings while continuing to execute its business strategy. Management will continue to seek opportunities to expand its reach into other contiguous markets by network expansion, or through the addition of professionals with established customer relationships. Page -16- Challenges and Opportunities Despite fiscal and monetary policy initiatives implemented to combat the recession, the Company continues operating in an unsettled economic environment. Five years after the financial crisis, the Banking environment remains uncertain with the fallout from both regulatory activity and the economic impact of decisions made during and subsequent to the crisis. The costs, in terms of compliance and greater capitalization, continue impacting shareholders expectations and returns. While recent news on employment appears positive, issues still linger regarding the recovery’s strength and sustainability. Job creation remains a primary focus of the government, and the Federal Reserve Board’s (the “FRB”) recent announcements regarding continued quantitative easing is an attempt, through monetary policy, to increase economic activity and create jobs. Locally, the economy appears stronger than other parts of New York and the nation. The credit environment appears to be stabilizing and our Company and many of our customers avoided significant damage from the effects of Hurricane Sandy, however, the continued confidence of consumers and businesses remains critical to future economic activity. The FRB’s activities have heightened the challenges for the banking industry. Lower rates, while beneficial for certain segments of the economy, pose issues for others. Customers who rely on their savings to provide income have been impacted, and industry wide banks are seeing the returns on their loans and investments decline. The eventuality of rising rates is one of the industry’s greatest challenges and threats, creating margin pressures and ultimately impacting credit, as businesses adjust and manage with potentially higher borrowing costs. These circumstances warrant proactive management to mitigate interest rate and credit risk and maintain overall profitability. During the twelve months ended December 31, 2012, the Company repositioned its balance sheet, as the continuing low rate environment presented opportunities to exit certain positions in the bond portfolio. Securities aggregating $152 million were sold at a net gain of $2.6 million. A portion of the sales proceeds were used to repay borrowings with the balance available to fund future loan growth. Management believes this strategy was appropriate and prudent given current market indicators. Management is cautious managing the types of loans it originates and investment it makes, while remaining prepared to deal with the eventuality of higher rates. Additionally, although asset quality measures remain strong, management continues to prudently assess its reserves in light of continued weakness in the overall economy. The prospects of the financial services sector and the Company continue to be impacted by the final outcome of the implementation of the Dodd-Frank Act. The Company expects new rules, regulations and related compliance and process changes and will increase its compliance resources appropriately. The proposed changes to calculating capital under Basel III may increase the complexity and level of capital requirements. The Bank continues to collaborate with its primary regulator to ensure compliance with current requirements and interpretations. It is the belief of management that its strong risk management culture is a primary reason for its long term success and management views the current challenges as opportunities to expand its business and deliver the promise of successful community banking to its customers and shareholders. Management must maintain its stringent underwriting standards and diligently monitor credit concentrations and exposures as the Company grows. Management needs to prudently price all products and structure its balance sheet for the eventuality of higher rates. Management seeks new sources of revenue while monitoring expenditures and identifying opportunities to achieve efficiencies. Finally, management must capitalize on current competitors’ dislocations and distractions while investing in infrastructure and technology to be prepared for the evolving competitive landscape. The Company’s record achievements in 2012 of substantial organic loan, deposit and revenue growth, coupled with strong asset quality and capitalization levels combined to deliver industry leading returns. This is a testament to the Company’s unwavering commitment to community banking, whereby the Company partners with its customers, delivering advice and solutions for their financial needs. This is the core of the Company’s business model and dedication to these principles contributes to its current success, and is paramount in all future initiatives. The key to delivering on the Company’s mission is combining its expanding branch network, improving technology, and experienced professionals with the critical element of local decision making. The successful expansion of the franchise’s geographic reach delivered the desired results; increasing core deposits and loans, and generating record levels of revenue and income. This revenue offset higher credit and compliance costs allowing the Company to continue building the infrastructure necessary to manage in today’s increasingly complex regulatory environment. 2012 marked another step in the continuing evolution of the Company and demonstrated ongoing commitment to identify, leverage and efficiently execute on market opportunities. Looking ahead, management sees the potential to continue this strategic course with similar positive results. Corporate objectives for 2013 include: leveraging our expanding branch network to build customer relationships and grow loans and deposits; focusing on opportunities and processes that continue to enhance the customer experience at the Bank; improving operational efficiencies and prudent management of non-interest expense; and maximizing non-interest income through Bridge Abstract as well as other lines of business. Management believes there remain opportunities to grow its franchise and continued investments to generate core funding, quality loans and new sources of revenue, remain keys to continue creating long term shareholder value. Management remains committed to branch based banking and in June 2012, the Company opened a new branch in Ronkonkoma, near MacArthur Airport, a regional transportation hub. The bank opened its 22nd branch in Hauppauge, New York, in December 2012. The Bank also received regulatory approval to open two additional branches in Shelter Island, New York and Rocky Point, New York. The Company expects to open these locations during the first half of 2013. The Company began to pilot its new electronic banking platform in the first quarter of 2013. This will allow the Company to enhance the delivery of current technology, and more importantly, effectively deliver the next generation of products and services to its existing and new customer base. The Page -17- ability to attract, retain, train and cultivate employees at all levels of the Company remains significant to meeting corporate objectives. The Company has made great progress toward the achievement of these objectives, and avoided many of the problems facing other financial institutions as a result of maintaining discipline in its underwriting, expansion strategies, investing and general business practices. The Company has capitalized on opportunities presented by the market and diligently seeks opportunities for growth and to strengthen the franchise. The Company recognizes the potential risks of the current economic environment and will monitor the impact of market events as we consider growth initiatives and evaluate loans and investments. Management and the Board have built a solid foundation for growth and the Company is positioned to adapt to anticipated changes in the industry resulting from new regulations and legislative initiatives. CRITICAL ACCOUNTING POLICIES Note 1 to our Consolidated Financial Statements for the year ended December 31, 2012 contains a summary of our significant accounting policies. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Our policy with respect to the methodologies used to determine the allowance for loan losses is our most critical accounting policy. This policy is important to the presentation of our financial condition and results of operations, and it involves a higher degree of complexity and requires management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions and estimates could result in material differences in our results of operations or financial condition. The following is a description of our critical accounting policy and an explanation of the methods and assumptions underlying its application. ALLOWANCE FOR LOAN LOSSES Management considers the accounting policy on the allowance for loan losses to be the most critical and requires complex management judgment as discussed below. The judgments made regarding the allowance for loan losses can have a material effect on the results of operations of the Company. The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses inherent in the Bank’s loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual valuation allowances and loan pool valuation allowances. If the allowance for loan losses is not sufficient to cover actual loan losses, the Company’s earnings could decrease. The Bank monitors its entire loan portfolio on a regular basis, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance. Individual valuation allowances are established in connection with specific loan reviews and the asset classification process including the procedures for impairment testing under FASB Accounting Standard Codification (“ASC”) No. 310, “Receivables”. Such valuation, which includes a review of loans for which full collectibility in accordance with contractual terms is not reasonably assured, considers the estimated fair value of the underlying collateral less the costs to sell, if any, or the present value of expected future cash flows, or the loan’s observable market value. Any shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to our policy, loan losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management, in conjunction with outside sources, are used to determine whether full collectibility of a loan is not reasonably assured. These assumptions and judgments are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s observable market value. Individual loan analyses are periodically performed on specific loans considered impaired. For collateral dependent impaired loans, appraisals are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Credit Administration department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources, such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of collateral that has been sold, based on these independent sources, as well as recent appraisals associated with current loan origination activity, to the most recent appraised value to determine if additional adjustments should be made to the appraisal value to arrive at fair value. Adjustments to fair value are made only when the analysis indicates a probable decline in collateral values. Individual valuation allowances could differ materially as a result of changes in these assumptions and judgments. Individual loan analyses are periodically performed on specific loans considered impaired. The results of the individual valuation allowances are aggregated and included in the overall allowance for loan losses. Loan pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike individual allowances, have not been allocated to particular problem assets. Pool evaluations are broken down into loans with homogenous characteristics by loan type and include commercial real estate mortgages, owner and non-owner occupied; multi-family mortgages; residential real estate mortgages, first lien and home equity; commercial loans, secured Page -18- and unsecured; installment/consumer loans; and real estate construction and land loans. The determination of the adequacy of the valuation allowance is a process that takes into consideration a variety of factors. The Bank has developed a range of valuation allowances necessary to adequately provide for probable incurred losses inherent in each pool of loans. We consider our own charge- off history along with the growth in the portfolio as well as the Bank’s credit administration and asset management philosophies and procedures, and concentrations in the portfolio when determining the allowances for each pool. In addition, we evaluate and consider the credit’s risk rating which includes management’s evaluation of: cash flow, collateral and trends in current values, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, we evaluate and consider the allowance ratios and coverage percentages of both peer group and regulatory agency data. These evaluations are inherently subjective because, even though they are based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. If the evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses. The Credit Risk Committee is comprised of members of both management and the Board of Directors. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the Credit Risk Committee, based on its risk assessment of the entire portfolio. Based on the Credit Risk Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2012, management believes the allowance for loan losses has been established at levels sufficient to cover the probable incurred losses in the Bank’s loan portfolio. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination. For additional information regarding our allowance for loan losses, see Note 3 to the Consolidated Financial Statements. NET INCOME Net income for 2012 totaled $12.8 million or $1.48 per diluted share while net income for 2011 totaled $10.4 million or $1.54 per diluted share, as compared to net income of $9.2 million, or $1.45 per diluted share for the year ended December 31, 2010. Net income increased $2.4 million or 23.3% compared to 2011 and net income for 2011 increased $1.2 million or 13.0% as compared to 2010. Significant trends for 2012 include: (i) a $4.1 million or 9.7% increase in net interest income; (ii) a $1.1 million increase in the provision for loan losses; (iii) a $3.8 million or 53.6% increase in total non interest income including net securities gains of $2.6 million; and (iv) a $3.0 million or 9.5% increase in total non interest expenses including a decline of $0.8 million of acquisition costs associated with the HSB merger that were incurred during 2011. The effective income tax rate was 32.3% for 2012 compared to 31.0% for 2011. 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.” Page -19- 2012 Interest Average Yield/ Cost Average Balance 2011 Average Balance Interest Average Yield/ Cost Average Balance 2010 Interest Average Yield/ Cost $ 671,103 $ 40,255 6.00% $ 554,469 $ 35,434 6.39% $ 461,289 $ 30,223 6.55% 2.16 2.95 2.12 —- 0.28 4.07 277,073 124,616 111,311 — 48,841 9,000 4,417 2,993 — 123 1,116,310 51,967 3.25 3.54 2.69 —- 0.25 4.66 242,997 104,824 82,678 1,750 20,804 9,585 4,153 2,328 5 54 914,342 46,348 3.94 3.96 2.82 0.29 0.26 5.07 19,025 44,952 $ 1,180,287 15,857 39,707 $ 969,906 Years Ended December 31, (Dollars in thousands) Interest earning assets: Loans, net (1) Mortgage-backed, CMOs and other asset-back securities Tax exempt securities (2) Taxable securities Federal funds sold Deposits with banks 342,302 141,899 191,445 — 27,840 7,391 4,181 4,068 — 78 Total interest earning assets 1,374,589 55,973 Non interest earning assets: Cash and due from banks Other assets Total assets 22,760 48,836 $ 1,446,185 Interest bearing liabilities: Savings, NOW and money market deposits $ 718,559 $ 3,738 0.52% $ 613,068 $ 3,936 0.64% $ 480,642 $ 3,594 0.75% Certificates of deposit of $100,000 or more Other time deposits Federal funds purchased and repurchase agreements Federal Home Loan Bank term advances Junior subordinated debentures Total interest bearing liabilities Non interest bearing liabilities: Demand deposits Other liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity Net interest income/interest rate spread (3) Net interest earning assets/net interest margin (4) Ratio of interest earning assets to interest bearing liabilities Less: Tax equivalent adjustment 131,695 40,949 38,613 18,068 16,002 963,886 365,999 7,923 1,337,808 108,377 1,453 416 461 122 1,365 7,555 1.10 1.02 1.19 0.68 8.53 0.78 1,264 507 543 — 1,366 7,616 1.09 1.17 3.09 0.00 8.54 0.95 115,895 43,282 17,582 82 16,002 805,911 294,566 7,721 1,108,198 72,089 100,775 45,630 22,128 19 16,002 665,196 238,740 6,028 909,964 59,942 $ 1,446,185 $ 1,180,287 $ 969,906 1,489 762 530 — 1,365 7,740 1.48 1.67 2.40 0.00 8.53 1.16 48,418 3.29% 44,351 3.71% 38,608 3.91% $ 410,703 3.52% $ 310,399 3.97% $ 249,146 4.22% 142.61% 138.52% 137.45% Net interest income $ 46,959 (1,459) (1,541) $ 42,810 (1,449) $ 37,159 (1) (2) (3) (4) Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss, and include loans held for sale. The above table is presented on a tax equivalent basis. Net interest rate spread represents the difference between the yield on average interest earning assets and the cost of average interest bearing liabilities. Net interest margin represents net interest income divided by average interest earning assets. Page -20- RATE/VOLUME ANALYSIS Net interest income can be analyzed in terms of the impact of changes in rates and volumes. The following table illustrates the extent to which changes in interest rates and in the volume of average interest earning assets and interest bearing liabilities have affected the Bank’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rates (changes in rates multiplied by prior volume); and (iii) the net changes. For purposes of this table, changes that are not due solely to volume or rate changes have been allocated to these categories based on the respective percentage changes in average volume and rate. Due to the numerous simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes between volume and rates. In addition, average earning assets include nonaccrual loans. Years Ended December 31, (In thousands) Interest income on interest earning assets: Loans (1) Mortgage-backed, CMOs and other asset-backed securities Tax exempt securities (2) Taxable securities Federal funds sold Deposits with banks Total interest earning assets Interest expense on interest bearing liabilities: Savings, NOW and money market deposits Certificates of deposit of $100,000 or more Other time deposits Federal funds purchased and repurchase agreements Federal Home Loan Bank Advances Junior subordinated debentures Total interest bearing liabilities Net interest income 2012 Over 2011 Changes Due To 2011 Over 2010 Changes Due To Volume Rate Net Change Volume Rate Net Change $ 7,089 $ (2,268) $ 4,821 $ 5,966 $ (755) $ 5,211 1,828 561 1,811 — (58) 11,231 609 141 (27) 387 93 — 1,203 (3,437) (797) (736) — 13 (7,225) (807) 48 (64) (469) 29 (1) (1,264) (1,609) (236) 1,075 — (45) 4,006 (198) 189 (91) (82) 122 (1) (61) 1,231 733 777 (3) 71 8,775 913 320 (37) (122) — — 1,074 (1,816) (469) (112) (2) (2) (3,156) (571) (545) (218) 135 — 1 (1,198) (585) 264 665 (5) 69 5,619 342 (225) (255) 13 — 1 (124) $ 10,028 $ (5,961) $ 4,067 $ 7,701 $(1,958) $ 5,743 (1) Amounts are net of deferred origination costs/ (fees) and the allowance for loan loss, and include loans held for sale. (2) The above table is presented on a tax equivalent basis. The net interest margin declined to 3.52% in 2012 compared to 3.97% for the year ended December 31, 2011 and 4.22% in 2010. The decrease in 2012 and 2011 was primarily the result of the historically low market interest rates which was partly offset by strong core deposit growth and higher loan demand. The total average interest earning assets in 2012 increased $258.3 million or 23.1% over 2011 levels, yielding 4.07% and the overall funding cost was 0.57%, including demand deposits. The yield on interest earning assets decreased approximately 59 basis points which was partly offset by a decrease in the cost of interest bearing liabilities of approximately 17 basis points during 2012 compared to 2011. The increase in average total deposits of $190.4 million partially funded average lowering yielding securities of $162.6 million, and average net loans grew $116.6 million from the comparable 2011 levels. Net interest income was $47.0 million in 2012 compared to $42.8 million in 2011 and $37.2 million in 2010. The increase in net interest income of $4.1 million or 9.7% as compared to 2011, and the increase in net interest income of $5.7 million or 15.2% in 2011 as compared to 2010, 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 $258.3 million or 23.1% to $1.4 billion in 2012 compared to $1.1 billion in 2011. During this period, the yield on average total interest earning assets decreased to 4.07% from 4.66%. Average total interest earning assets grew by $202.0 million or 22.1% to $1.1 billion in 2011 compared to $914.3 million in 2010. During this period, the yield on average total interest earning assets decreased to 4.66% from 5.07%. Page -21- For the year ended December 31, 2012, average loans grew by $116.6 million or 21.0% to $671.1 million as compared to $554.5 million in 2011 and increased $209.8 million or 45.5% compared to $461.3 million in 2010. 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, 2012, average total investments increased by $162.6 million or 31.7% to $675.6 million as compared to $513.0 million in 2011 and increased $245.1 million or 56.9% as compared to $430.5 million in 2010 levels. To position the balance sheet for the future and better manage capital, liquidity and interest rate risk, a portion of the available for sale investment securities portfolio was sold during 2012, 2011 and 2010 resulting in a net gain of $2.6 million, $0.1 million and $1.3 million, respectively. There were no federal funds sold in 2012 and 2011 compared to average federal funds sold of $1.8 million in 2010. The zero balance in the average federal funds sold in 2012 and 2011 was offset by average interest earning cash balances of $27.8 million in 2012, $48.8 million in 2011 and $20.8 million in 2010. Average total interest bearing liabilities were $963.9 million in 2012 compared to $805.9 million in 2011 and $665.2 million in 2010. The Bank grew deposits in 2012 as a result of opening one branch in 2012 and three new branches during 2010, building new relationships in existing markets and the HSB merger which was completed during 2011. During 2012, the Bank reduced interest rates on deposit products through prudent management of deposit pricing. The reduction in deposit rates resulted in a decrease in the cost of interest bearing liabilities to 0.78% for 2012 compared to 0.95% for 2011 and 1.16% for 2010. Since the Company’s interest bearing liabilities generally reprice or mature more quickly than its interest earning assets, an increase in short term interest rates initially results in a decrease in net interest income. Additionally, the large percentages of deposits in money market accounts reprice at short term market rates making the balance sheet more liability sensitive. For the year ended December 31, 2012, average total deposits increased by $190.4 million or 17.8% to $1.26 billion as compared to average total deposits of $1.07 billion for the year ended December 31, 2011. Components of this increase include an increase in average demand deposits for 2012 of $71.4 million or 24.3% to $366.0 million as compared to a $294.6 million in average demand deposits for 2011 and increased by $127.3 million or 53.3% compared to $238.7 million in average demand deposits for 2010. The average balances in savings, NOW and money market accounts increased $105.5 million or 17.2% to $718.6 million for the year ended December 31, 2012 compared to $613.1 million for the same period last year and increased $237.9 million or 49.5% over 2010 levels of $480.6 million. Average balances in certificates of deposit of $100,000 or more and other time deposits increased $13.5 million or 8.5% to $172.6 million for 2012 as compared to 2011 and increased $26.2 million or 17.9% in 2011 as compared to 2010. Average public fund deposits comprised 17.3% of total average deposits during 2012, 18.2% in 2011 and 18.8% in 2010. Average federal funds purchased and repurchase agreements together with average Federal Home Loan Bank term advances increased $39.0 million or 220.9% for the year ended December 31, 2012 as compared to average balances for 2011 and decreased $4.5 million or 20.2% for the year ended December 31, 2011 as compared to average balances for the same period in the prior year. Total interest income increased to $54.5 million in 2012 from $50.4 million in 2011 and $44.9 million in 2010, an increase of 8.1% during 2012 from 2011 and a 12.3% increase during 2011 from 2010. The ratio of interest earning assets to interest bearing liabilities increased to 142.6% in 2012 as compared to 138.5% in 2011 and 137.5% in 2010. Interest income on loans increased $4.8 million in 2012 over 2011 and $5.2 million in 2011 over 2010 primarily due to growth in the loan portfolio. The yield on average loans was 6.0% for 2012, 6.4% for 2011 and 6.6% for 2010. Interest income on investments in mortgage-backed, tax exempt and taxable securities decreased $0.7 million or 4.6% in 2012 to $14.2 million from $14.9 million in 2011 and increased $0.3 million or 1.7% in 2011 from $14.6 million in 2010. Interest income on securities included net amortization of premiums on securities of $5.6 million in 2012 compared to net amortization of premiums on securities of $2.4 million in 2011 and net amortization of premiums on securities of $1.5 million in 2010. The tax adjusted average yield on total securities decreased to 2.3% in 2012 from 3.2% in 2011 and 3.7% in 2010. Total interest expense remained flat at $7.6 million as compared to 2011 and decreased $0.1 million or 1.6% to $7.6 million in 2011 from $7.7 million in 2010 as a result of prudent management of deposit pricing. The cost of average interest bearing liabilities was 0.78% in 2012, 0.95% in 2011, and 1.16% in 2010. Provision for Loan Losses The Bank’s loan portfolio consists primarily of real estate loans secured by commercial and residential real estate properties located in the Bank’s principal lending area of Suffolk County which is located on the eastern portion of Long Island. The interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rates offered by its competitors, the Bank’s relationship with the customer, and the related credit risks of the transaction. These factors are affected by general and economic conditions including, but not limited to, monetary policies of the federal government, including the Federal Reserve Board, legislative policies and governmental budgetary matters. Loans of approximately $53.6 million or 6.7% of total loans at December 31, 2012 were categorized as classified loans compared to $57.7 million or 9.4% at December 31, 2011 and $43.9 million or 8.7% at December 31, 2010. Classified loans include loans with Page -22- credit quality indicators with the internally assigned grades of special mention, substandard and doubtful. These loans are categorized as classified loans as management has information that indicates the borrower may not be able to comply with the present repayment terms. These loans are subject to increased management attention and their classification is reviewed at least quarterly. The decrease in the 2012 levels of classified loans reflects the current economic environment. The higher classified loans as of December 31, 2011 primarily related to a $15.2 million increase in the special mention category as well as acquired classified loans from the HSB merger. At December 31, 2012, approximately $34.1 million of these loans were commercial real estate (“CRE”) loans which were well secured with real estate as collateral. Of the $34.1 million of CRE loans, $32.4 million were current and $1.7 million were past due. In addition, all but $2.1 million of the CRE loans have personal guarantees. At December 31, 2012, approximately $5.6 million of classified loans were residential real estate loans with $3.4 million current and $2.2 million past due. Commercial, financial, and agricultural loans represented $10.3 million of classified loans and $9.8 million was current and $0.5 million was past due. Approximately $3.5 million of classified loans represented real estate construction and land loans, which were all current. All real estate construction and land loans are well secured with collateral. The remaining $0.1 million in classified loans are consumer loans that are unsecured and current, have personal guarantees and demonstrate sufficient cash flow to pay the loans. Due to the structure and nature of the credits, we do not expect to sustain a material loss on these relationships. CRE loans, including multi-family loans, represented $398.9 million or 50.0% of the total loan portfolio at December 31, 2012 compared to $305.3 million or 49.9% at December 31, 2011 and $245.3 million or 48.7% at December 31, 2010. The Bank’s underwriting standards for CRE loans requires an evaluation of the cash flow of the property, the overall cash flow of the borrower and related guarantors as well as the value of the real estate securing the loan. In addition, the Bank’s underwriting standards for CRE loans are consistent with regulatory requirements with original loan to value ratios generally less than or equal to 75%. The Bank considers charge-off history, delinquency trends, cash flow analysis, and the impact of the local economy on commercial real estate values when evaluating the appropriate level of the allowance for loan losses. Real estate values in our geographic markets increased significantly from 2000 through 2007. Commencing in 2008, following the financial crisis and significant downturn in the economy, real estate values began to decline. This decline continued into 2009 and appears to have stabilized in 2010. The estimated decline in residential and commercial real estate values range from 15-20% from the 2007 levels, depending on the nature and location of the real estate. As of December 31, 2012 and December 31, 2011, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $8.2 million and $9.0 million, respectively. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and troubled debt restructured (“TDR”) loans. For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22. Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required. These methods of fair value measurement for impaired loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5. Nonaccrual loans decreased $0.9 million to $3.3 million or 0.41% of total loans at December 31, 2012 from $4.2 million or 0.68% of total loans at December 31, 2011. Approximately $1.0 million of the nonaccrual loans at December 31, 2012 and $2.0 million at December 31, 2011, represent troubled debt restructured loans. As of December 31, 2012 two of the borrowers with loans totaling $0.3 million are complying with the modified terms of the loans and are currently making payments. Another borrower with loans totaling $0.7 million is currently in default and foreclosure proceedings have been initiated. The decrease in nonaccrual troubled debt restructured loans at December 31, 2012 was primarily due to one loan totaling $0.3 million where the borrower has made six months of consecutive payments in accordance with the restructured terms and the loan is now a performing trouble debt restructure loan. In addition, one loan had $0.7 million in charge-offs in 2012. Nonaccrual troubled debt restructured loans are secured with collateral that has an appraised value of $2.7 million. In 2011, nonaccrual loans decreased $2.5 million to $4.2 million from $6.7 million in 2010. Approximately $2.0 million of the nonaccrual loans at December 31, 2011 represented troubled debt restructured loans where two of the borrowers with loans totaling $0.5 million were complying with the modified terms of the loans and were currently making payments. Another borrower with loans totaling $1.5 million was past due but making payments. Furthermore, the Bank had no commitment to lend additional funds to these debtors. In addition, the Company has six borrowers with performing TDR loans of $5.0 million at December 31, 2012 that are current and secured with collateral that has an appraised value of approximately $12.3 million. At December 31, 2011, the Company had four borrowers with TDR loans of $4.9 million that were current and secured with collateral that had an appraised value of approximately $11.5 million. Management believes that the ultimate collection of principal and interest is reasonably assured and therefore continues to recognize interest income on an accrual basis. In addition, the Bank has no commitment to lend additional funds to these debtors. Two of the loans were restructured during the third quarter of 2012, one of the loans in the second quarter of 2012 and one loan in the first quarter of 2012 and since that time the interest income recognized has been immaterial. The fifth loan was restructured during the Page -23- third quarter 2011 and since that time $0.08 million of interest income has been recognized. The sixth loan was restructured during the third quarter of 2008 and since that time $0.5 million of interest income has been recognized. The Bank had $0.3 million of foreclosed real estate owned at December 31, 2012 and had none at December 31, 2011 and 2010, respectively. Net charge-offs were $1.4 million for the year ended December 31, 2012 compared to $1.6 million for the year ended December 31, 2011 and $1.0 for the year ended December 31, 2010. The ratio of allowance for loan losses to nonaccrual loans was 439%, 260% and 126%, at December 31, 2012, 2011, and 2010, respectively. Based on our continuing review of the overall loan portfolio, the current asset quality of the portfolio, the growth in the loan portfolio and the net charge-offs, a provision for loan losses of $5.0 million was recorded in 2012 as compared to $3.9 million in 2011 and $3.5 million in 2010. The allowance for loan losses increased to $14.4 million at December 31, 2012 as compared to $10.8 million at December 31, 2011 and $8.5 million at December 31, 2010. As a percentage of total loans, the allowance was 1.81%, 1.77% and 1.69% at December 31, 2012, 2011 and 2010, respectively. In accordance with current accounting guidance, the acquired HSB loans were recorded at fair value, effectively netting estimated future losses against the loan balances. Management continues to carefully monitor the loan portfolio as well as real estate trends in Suffolk County and eastern Long Island. 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: December 31, (Dollars in thousands) Allowance for loan losses balance at beginning of period 2012 2011 2010 2009 2008 $ 10,837 $ 8,497 $ 6,045 $ 3,953 $ 2,954 Charge-offs: Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total Recoveries: Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total — — 1,210 285 — 15 1,510 — — 7 83 — 22 112 — — 259 372 864 186 1,681 — — 6 96 — 19 121 73 — 20 879 — 148 1,120 — — 4 56 — 12 72 47 — 653 1,098 240 55 2,093 — — 6 28 — 1 35 — — 480 534 — 56 1,070 — — — 53 — 16 69 Net charge-offs Provision for loan losses charged to operations Balance at end of period Ratio of net charge-offs during period to average loans outstanding (1,398) 5,000 14,439 $ (1,560) 3,900 10,837 $ (1,048) 3,500 8,497 $ (2,058) 4,150 6,045 $ (1,001) 2,000 3,953 $ (0.21%) (0.28%) (0.22%) (0.47%) (0.25%) Page -24- Allocation of Allowance for Loan Losses The following table sets forth the allocation of the total allowance for loan losses by loan type: Years Ended December 31, (Dollars in thousands) 2012 Percentage of Loans to Total Loans 2011 Percentage of Loans to Total Loans 2010 Percentage of Loans to Total Loans Amount Amount 2009 2008 Percentage of Loans to Total Loans Amount Percentage of Loans to Total Loans Amount Amount Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans. Total $ $ 4,445 1,239 2,803 4,349 1,375 228 14,439 Non Interest Income 41.7% $ 8.3 3,530 395 46.4% $ 3,310 133 3.5 18.0 24.7 2,280 2,895 6.1 1.2 1,465 272 100.0% $ 10,837 23.1 19.0 1,642 2,804 6.6 1.4 185 423 100.0% $ 8,497 46.9% $ 1.8 28.0 19.4 2.0 1.9 100.0% $ 2,529 36 1,781 1,083 346 270 6,045 44.6% $ 1.0 27.5 20.9 4.3 1.7 100.0% $ 1,718 41 1,158 699 268 69 3,953 43.4% 1.1 29.3 17.7 6.8 1.7 100.0% Total non interest income increased by $3.8 million or 53.6% in 2012 to $10.7 million and decreased by $0.5 million or 6.5% in 2011 to $6.9 million as compared to $7.4 million in 2010. The increase in total non interest income in 2012 compared to 2011 was primarily the result of $2.5 million increase in net securities gains recognized for 2012 compared to the same period last year. Title fee income related to Bridge Abstract increased $0.6 million or 60.9% to $1.6 million for 2012 compared to $1.0 million for the same period in 2011. Fees for other customer services were $3.0 million and represented an increase of $0.4 million or 15.9% from $2.6 million for the same period last year, related to higher electronic banking and investment services income. Service charges on deposit accounts increased $0.2 million or 5.6% to $3.3 million for 2012 compared to $3.1 million for the same period in 2011. The decrease in total non interest income in 2011 compared to 2010 was due to a decrease in net securities gains of $1.2 million and a decrease in revenues from the title insurance abstract subsidiary, Bridge Abstract, of $0.1 million, partially offset by an increase in service charges on deposit accounts of $0.4 million and an increase of $0.4 million in fees for other customer services. Net securities gains of $2.6 million were recognized in 2012 compared to net securities gains of $0.1 million and $1.3 million recognized in 2011 and 2010, respectively. The sales of securities were due to repositioning of the available for sale investment portfolio. Bridge Abstract, the Bank’s title insurance abstract subsidiary, generated title fee income of $1.6 million in 2012, $1.0 million in 2011, and $1.1 million in 2010, respectively. The increase of $0.6 million or 60.9% in 2012 compared to 2011 was directly dependent on the number and average value of transactions processed by the subsidiary. Service charges on deposit accounts for the year ended December 31, 2012 totaled $3.3 million, an increase of $0.2 million as compared to 2011. For the year ended December 31, 2011, service charges on deposit accounts totaled $3.1 million, an increase of $0.4 million as compared to 2010. These increases primarily represented higher overdraft fees. Fees from other customer services increased $0.4 million or 15.9% to $3.0 million in 2012 as compared to $2.6 million in 2011. Fees from other customer services increased $0.4 million or 18.0% to $2.6 million in 2011 as compared to $2.2 million in 2010. These increases were predominately due to higher electronic banking and investment services. Other operating income for the year ended December 31, 2012 totaled $0.1 million in line with 2011 and 2010. Non Interest Expense Total non interest expense increased $3.0 million or 9.5% to $33.8 million in 2012 compared to $30.8 million over the same period in 2011 and increased $2.9 million or 10.6% in 2011 from $27.9 million in 2010. The primary components of these increases were higher salaries and employees benefits, occupancy and equipment, marketing and advertising, extinguishment of debt, other operating expenses and amortization of core deposit intangible partially offset by lower professional services and FDIC assessments. Additionally during 2011, acquisition costs of $0.8 million were incurred related to the HSB merger. Salaries and benefits increased $2.7 million or 14.8% to $20.7 million in 2012 as compared to $18.0 million in 2011 and increased $2.0 million or 12.9% from $16.0 million as of December 31, 2010. The increases in salary and benefits reflect additional positions to support the Company’s expanding infrastructure, new branches and a larger loan portfolio, and the related employee benefit costs, particularly pension expense. Occupancy and equipment increased $0.2 million or 3.7% to $4.5 million compared to $4.3 million in 2011 and increased $0.3 million or 8.8% from $4.0 million in 2010. Marketing and advertising expense increased $0.3 million or 23.3% to $1.6 million in 2012 from $1.3 million in 2011 and increased $0.2 million or 16.7% from $1.1 million in 2010. Higher occupancy and equipment expense and Page -25- marketing and advertising expense in 2012 and 2011 relates to the Company’s increased branch network. Professional services decreased $0.2 million or 14.5% to $1.0 million in 2012 from $1.2 million in 2011 and increased $0.1 million or 5.8% in 2011 from $1.1 million in 2010. Data/item processing expense was $0.6 million and remained in line with 2011 and 2010 levels. FDIC assessments remained at $0.8 million as compared to 2011 and decreased $0.5 to $0.8 million from $1.3 million or 35.2% in 2011 from 2010. For 2011 the Company incurred acquisition costs of $0.8 million and recorded amortization of core deposit intangibles of $0.04 million in connection with the HSB merger. Amortization of core deposit intangibles was $0.07 million in 2012. Cost on Extinguishment of debt for 2012 was $0.2 million related to the prepayment of a $5 million repurchase agreement. Other operating expenses increased $0.6 million or 10.2% to $6.2 million compared to $5.6 million in 2011 and remained at $5.6 in 2011 compared to 2010. Income Tax Expense Income tax expense for December 31, 2012 was $6.1 million representing an increase of $1.4 million from 2011. Income tax expense for 2011 was $4.7 million representing and increase of $0.6 million from 2010. The increase in 2012 was due to an increase in income before income taxes of $3.9 million to $18.9 million from $15.0 million in 2011. The effective tax rate was 32.3% for the year ended December 31, 2012 compared to 31.0% for the year ended December 31, 2011. The increase was related to a lower percentage of interest income from tax exempt securities. The effective tax rate for the year ended December 31, 2010 was 30.6%. The increase in the effective tax rate for 2011 compared to 2010 was related to nondeductible acquisition costs related to the HSB merger. FINANCIAL CONDITION The assets of the Company totaled $1.62 billion at December 31, 2012, an increase of $287.3 million or 21.5% from the previous year-end with growth funded by deposits, borrowings and capital. This increase reflects strong organic growth in new and existing markets. Cash and due from banks increased $20.9 million or 80.8% to $46.9 million compared to December 2011 levels and interest earning deposits with banks decreased $49.2 million or 91.8% as funds were invested in loan and securities. Total securities increased $129.2 million or 21.2% to $739.8 million and net loans increased $182.7 million or 30.4% to $784.0 million compared to December 2011 levels. There were no loans held for sale in 2012 compared to loans held for sale in 2011 of $2.3 million. Loans held for sale in 2011 represented one relationship with two loans that was sold in January 2012 and recorded previously as nonaccrual troubled debt restructured loans. The ability to grow the investment and loan portfolios, while minimizing interest rate risk sensitivity and maintaining credit quality remains a strong focus of management. Goodwill of $2.0 million and core deposit intangible of $0.3 million were recorded in 2011 in connection with the HSB merger. Core deposit intangible decreased $0.1 to $0.2 million in 2012 compared to $0.3 million in 2011. Total deposits grew $221.1 million to $1.41 billion at December 31, 2012 compared to $1.19 billion at December 2011. The deposit growth occurred in all markets and included both new commercial and consumer relationships. Demand deposits increased $207.7 million to $529.2 million as of December 31, 2012 compared to $321.5 million at December 31, 2011. Savings, NOW and money market deposits increased $39.0 million to $722.9 million at December, 2012 from $683.9 million at December 31, 2011. Certificates of deposit of $100,000 or more decreased $21.9 million to $118.7 million at December 31, 2012 from $140.6 million at December 31, 2011. Other time deposits decreased $3.7 million to $38.5 million as of December 31, 2012 from $42.2 at December 31, 2011. Fed funds purchased and Federal Home Loan Bank overnight borrowings at December 31, 2012 were $44.5 million. There were no Federal Funds purchased and Federal Home Loan Bank overnight borrowings for 2011. Federal Home Loan Bank term advances were $15.0 million for December 31, 2012. There were no Federal Home Loan Bank term advances for December 31, 2011. Repurchase agreements decreased $4.5 million to $12.4 million or 26.7% compared to $16.9 million as of December 31, 2011. Other liabilities and accrued expenses decreased $0.4 million to $8.7 million as of December 31, 2012 from $9.1 million as of December 31, 2011 due to decreases in deferred taxes. Stockholders’ equity was $118.7 million at December 31, 2012, an increase of $11.7 million or 10.9% from December 31, 2011, reflecting the proceeds from the issuance of shares of common stock under the Dividend Reinvestment Plan of $10.5 million, share based compensation of $1.3 million, an increase in the pension liability of $0.3 million, and net income of $12.8 million, partially offset by $9.9 million in declared cash dividends and a decrease in the unrealized gains in securities of $3.0 million. In December 2012, due to the likelihood of a change in the tax rates on dividends beginning in 2013, the Company decided to accelerate the timing of the payment of the Company’s fourth quarter dividend to shareholders of $0.23 per share into calendar year 2012 resulting in five dividend payments in 2012. This continues the Company’s long term trend of uninterrupted dividends. Loans During 2012, 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 Page -26- principal lending area in Suffolk County which is located on eastern Long Island. The local economic conditions on eastern Long Island have a significant impact on the volume of loan originations and the quality of our loans, the ability of borrowers to repay these loans, and the value of collateral securing these loans. A considerable decline in the general economic conditions caused by inflation, recession, unemployment or other factors beyond the Company’s control would impact these local economic conditions and could negatively affect the financial results of the Company’s operations. Additionally, while the Company has a significant amount of commercial real estate loans, the majority of which are owner-occupied, decreases in tenant occupancy may also have a negative effect on the ability of borrowers to make timely repayments of their loans, which would have an adverse impact on the Company’s earnings. The interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rates offered by its competitors, the Bank’s relationship with the customer, and the related credit risks of the transaction. These factors are affected by general and economic conditions including, but not limited to, monetary policies of the federal government, including the Federal Reserve Board, legislative policies and governmental budgetary matters. The Bank targets its business lending and marketing initiatives towards promotion of loans that primarily meet the needs of small to medium-sized businesses. These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. If general economic conditions negatively impact these businesses, the results of operations and financial condition may be adversely affected. With respect to the underwriting of loans, there are certain risks, including the risk of non-payment that is associated with each type of loan that the Bank markets. Approximately 74.1% of the Bank’s loan portfolio at December 31, 2012 is secured by real estate. Approximately 41.7% of the Bank’s loan portfolio is comprised of commercial real estate loans. Multifamily loans represent 8.3% of the Bank’s loan portfolio. Residential real estate mortgage loans represent 18.0% of the Bank’s loan portfolio and include home equity lines of credit of approximately 8.5% and residential mortgages of approximately 9.5% of the Bank’s loan portfolio. Real estate construction and land loans comprise approximately 6.1% 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 $2.0 million in interest only mortgages. The underwriting standards for interest only mortgages are consistent with the remainder of the loan portfolio and do not include any features that result in negative amortization. The largest loan concentrations by industry are loans granted to lessors of commercial property both owner occupied and non-owner occupied. The Bank uses conservative underwriting criteria to better insulate itself from a downturn in real estate values and economic conditions on eastern Long Island that could have a significant impact on the value of collateral securing the loans as well as the ability of customers to repay loans. The remainder of the loan portfolio is comprised of commercial and consumer loans, which represent approximately 25.9% 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 specific types of consumer loans within the portfolio. The Bank’s policy for charging off loans is a multi-step process. A loan is considered a potential charge-off when it is in default of either principal or interest for a period of 90, 120 or 180 days, depending upon the loan type, as of the end of the prior month. In addition to date criteria, other triggering events may include, but are not limited to, notice of bankruptcy by the borrower or guarantor, death of the borrower, and deficiency balance from the sale of collateral. These loans identified are presented for evaluation at the regular meeting of the Credit Risk Committee. A loan is charged off when a loss is reasonably assured. The recovery of charged-off balances is actively pursued until the potential for recovery has been exhausted, or until the expense of collection does not justify the recovery efforts. Total loans grew $186.3 million or 30.4%, during 2012 and $110.4 million or 21.9% during 2011. Average net loans grew $116.6 million or 21.0% during 2012 over 2011 and $93.2 million or 20.2% during 2011 when compared to 2010. Real estate mortgage loans were the largest contributor of the growth for both 2012 and 2011 and increased $96.2 million or 21.6% and $60.1 million or 15.6%, respectively. Commercial real estate mortgage loans grew $48.9 million or 17.2% during 2012 and multi-family mortgage loans grew $44.7 million or 208.8% during 2012. Commercial, financial and agricultural loans increased $81.1 million or 69.7% in 2012 from 2011 and increased $18.7 million or 19.1% in 2011 from 2010. Real estate construction and land loans increased $8.1 million or 20.0% in 2012 and increased $30.6 million or 308.4% in 2011. Installment/consumer loans increased $0.6 million or 7.0% in 2012 and decreased $1.1 million or 11.3% during 2011. Fixed rate loans represented 31.7%, 27.0% and 27.7% of total loans at December 31, 2012, 2011, and 2010, respectively. Page -27- The following table sets forth the major classifications of loans: December 31, (In thousands) Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total loans Net deferred loan costs and fees Allowance for loan losses Net loans Selected Loan Maturity Information 2012 2011 2010 2009 2008 $ 332,782 66,080 143,703 197,448 48,632 9,167 797,812 634 798,446 (14,439) $ 784,007 $ 283,917 21,402 141,027 116,319 40,543 8,565 611,773 370 612,143 (10,837) $ 601,306 $ 236,048 9,217 140,986 97,663 9,928 9,659 503,501 559 504,060 (8,497) $ 495,563 $ 199,712 4,447 123,013 93,682 19,347 7,352 447,553 485 448,038 (6,045) $ 441,993 $ 186,543 4,503 125,813 75,919 29,094 7,545 429,417 266 429,683 (3,953) $ 425,730 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, 2012: (In thousands) Commercial loans Construction and land loans (1) Total Rate provisions: Amounts with fixed interest rates Amounts with variable interest rates Total (1) Within One Year After One But Within Five Years After Five Years Total $ $ $ $ 51,903 33,562 85,465 16,956 68,509 85,465 $ $ $ $ 69,653 5,575 75,228 57,438 17,790 75,228 $ $ $ $ 75,892 9,495 85,387 $ 197,448 48,632 $ 246,080 28,103 57,284 85,387 $ 102,497 143,583 $ 246,080 Included in the “After Five Years” column, are one-step construction loans that contain a preliminary construction period (interest only) that automatically converts to amortization at the end of the construction phase. Page -28- Past Due, Nonaccrual and Restructured Loans The following table sets forth selected information about past due, nonaccrual, restructured loans and other real estate owned: December 31, (In thousands) Loans 90 days or more past due and still accruing Nonaccrual loans Restructured loans - Nonaccrual Restructured loans - Performing Other real estate owned, net Total Years Ended December 31, (In thousands) Gross interest income that has not been paid or recorded during the year under original terms: Nonaccrual loans Restructured loans Gross interest income recorded during the year: Nonaccrual loans Restructured loans Commitments for additional funds The following table sets forth impaired loans by loan type: December 31, (In thousands) Nonaccrual loans: Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total Restructured loans - Nonaccrual: Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total Total Non-performing impaired loans Restructured loans - Performing: Commercial real estate mortgage loans Multi-family loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total Total Impaired Loans $ $ $ $ $ 2012 2011 2010 2009 2008 491 $ 2,262 1,027 5,039 250 9,069 $ 411 $ 2,156 2,004 4,904 — 9,475 $ — $ 1,997 4,728 3,219 — 9,944 $ — $ 1,001 4,890 3,229 — 9,120 $ — 3,068 — 3,229 — 6,297 2012 2011 2010 2009 2008 155 $ 84 33 $ 226 — 122 $ 436 123 $ 255 52 $ 189 41 $ 241 — 17 $ 105 — 37 $ 288 — 127 12 189 238 — 2012 2011 2010 2009 2008 492 $ — 1,496 193 — — 2,181 449 $ — 1,156 260 250 — 2,115 228 $ — 1,397 — 250 82 1,957 324 $ — 511 61 — 105 1,001 — — 426 96 2,540 6 3,068 — — 717 310 — — 1,027 3,208 4,284 — 336 380 — — 5,000 — — 1,786 218 — — 2,004 4,119 4,630 — — 274 — — 4,904 — — 2,037 — 2,686 — 4,723 6,680 3,186 — — — — — 3,186 — — 2,120 — 2,770 — 4,890 5,891 3,229 — — — — — 3,229 — — — — — — — 3,068 3,229 — — — — — 3,229 $ 8,208 $ 9,023 $ 9,866 $ 9,120 $ 6,297 Restructured loans totaled $6.0 million and $6.9 million as of December 31, 2012 and December 31, 2011, respectively. Page -29- Securities Total securities increased to $739.8 million at December 31, 2012 from $610.6 million at December 31, 2011. The available for sale portfolio increased 19.9% to $529.1 million from $441.4 million at December 31, 2011. 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. Residential mortgage-backed securities decreased by $50.4 million at December 31, 2012 while U.S. government sponsored entity (“U.S. GSE”) securities increased by $46.8 million, residential collateralized mortgage obligations increased by $47.1 million, state and municipal obligations increased by $5.7 million, commercial mortgage-backed securities increased by $3.1 million, commercial collateralized mortgage obligations increased by $4.1 million, non-agency commercial mortgage-backed securities increased by $5.0 million, and other asset backed securities increased by $26.1 million. Securities held to maturity increased 24.6% to $210.7 million at December 31, 2012 compared to $169.2 million at December 31, 2011. State and municipal obligations held to maturity decreased by $5.6 million, while U.S. GSE securities increased by $5.0 million, residential mortgage-backed securities increased by $9.5 million, residential collateralized mortgage obligations increased by $17.3 million, commercial mortgage-backed securities increased by $10.3 million and commercial collateralized mortgage obligations increased by $5.0 million. Fixed rate securities represented 93.4% of total securities at December 31, 2012 compared to 91.5% at December 31, 2011. Residential collateralized mortgage obligations represented approximately 42.8% of the available for sale balance at December 31, 2012 as compared to 40.6% at the prior year-end. To position the balance sheet for the future and better manage capital, liquidity and interest rate risk, a portion of the available for sale investment securities portfolio was sold during 2012 and 2011 resulting in a net gain of $2.6 million and $0.1 million, respectively. The sale of securities and the change in market rates were the primary reasons for the net decrease in unrealized gains in securities available for sale which decreased other comprehensive income. Page -30- The following table sets forth the fair value, amortized cost, maturities and approximated weighted average yield at December 31, 2012. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Yields on tax-exempt obligations have been computed on a tax-equivalent basis. December 31, 2012 (Dollars in thousands) Within One Year Amortized Cost Amount Yield Fair Value Amount After One But Within Five Years After Five But Within Ten Years Fair Value Amount Amortized Cost Amount Yield Fair Value Amount Amortized Cost Amount Yield Fair Value Amount After Ten Years Amortized Cost Amount Yield Total Fair Value Amount Amortized Cost Amount Available for sale: US GSE securities State and municipal $ — $ — —% $ 568 $ 539 4.71% $137,880 $ 137,824 1.83% $ 40,004 $ 40,058 1.90% $ 178,452 $ 178,421 obligations 16,160 16,123 2.44 38,099 37,165 3.22 5,227 5,123 3.14 477 456 5.49 59,963 58,867 US GSE Residential mortgage-backed securities US GSE Residential collateralized mortgage obligations US GSE Commercial mortgage-backed securities US GSE Commercial collateralized mortgage obligations Non Agency Commercial mortgage-backed securities Other Asset backed securities Total available for — — — — — — — — 568 533 3.78 9,831 9,314 3.47 10,198 9,615 3.57 20,597 19,462 — — — — — — — — — — — — — — — — — 15,401 15,422 1.42 211,045 208,804 1.50 226,446 224,226 — — 3,138 3,132 2.11 — — — 3,138 3,132 — — — — — — — — 9,357 9,079 2.26 9,357 9,079 — — 4,989 4,754 2.61 4,989 4,754 — — 7,971 7,996 2.54 18,157 18,592 1.78 26,128 26,588 sale 16,160 16,123 2.44 39,235 38,237 3.25 179,448 178,811 1.95 294,227 291,358 1.69 529,070 524,529 Held to maturity: US GSE securities State and municipal $ — $ — —% $ — $ — —% $ 5,016 $ 4,992 2.65% $ — $ — —% $ 5,016 $ 4,992 obligations 50,390 50,362 1.19 25,459 25,058 2.68 6,756 6,270 4.22 18,357 17,062 5.52 100,962 98,752 US GSE Residential mortgage-backed securities US GSE Residential collateralized mortgage obligations US GSE Commercial mortgage-backed securities US GSE Commercial collateralized mortgage obligations Corporate Bonds Total held to maturity Total securities — — — — — — — — — — — — — — — — — — — 9,509 9,483 1.19 9,509 9,483 — — 780 751 5.05 58,908 58,637 1.14 59,688 59,388 — — 10,674 10,324 2.57 — — — 10,674 10,324 — — — — — 22,624 — — 22,821 1.81 — — — — — — 5,229 — 4,975 2.96 — — 5,229 22,624 4,975 22,821 50,390 $ 66,550 $ 50,362 66,485 1.19 1.49% $ 87,318 $ 48,083 47,879 2.27 90,157 86,116 2.70% $202,674 $ 201,148 2.09% $ 386,230 $ 381,515 22,337 3.13 92,003 23,226 2.07 210,735 1.78% $ 742,772 $ 735,264 213,702 Deposits and Borrowings Borrowings including Fed funds purchased, repurchase agreements and junior subordinated debentures, increased $55.0 million to $87.9 million at December 31, 2012 from the prior year-end. Total deposits increased $221.1 million or 18.6% in 2012 as compared to 2011. The growth in deposits is attributable to an increase in individual, partnership and corporate (“core deposits”) account balances of $183.4 million, driven by the opening of one new branch in 2012, three new branches opening during 2010, the building of new relationships in current markets, an increase of $37.7 million in public funds deposits and the acquisition of HSB in 2011. Demand deposits increased $207.7 million or 64.6% and Savings, NOW and money market deposits increased $39.0 million or 5.7% primarily Page -31- related to core deposits growth. Certificates of deposit of $100,000 or more decreased $21.9 million or 15.5% from December 31, 2011 and other time deposits decreased $3.7 million or 8.8% as compared to the prior year. The following table sets forth the remaining maturities of the Bank’s time deposits at December 31, 2012: (In thousands) 3 Months or less Over 3 through 6 months Over 6 through 12 months Over 12 months through 24 months Over 24 months through 36 months Over 36 months through 48 months Over 48 months through 60 months Over 60 months Total LIQUIDITY Less than $100,000 $100,000 or Greater Total $ $ 9,177 6,765 9,725 7,970 1,370 830 2,687 — 38,524 $ $ 23,861 7,810 62,876 12,110 3,519 1,752 6,796 — 118,724 $ $ 33,038 14,575 72,601 20,080 4,889 2,582 9,483 — 157,248 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 $5.2 million as of December 31, 2012, and dividends from the Bank. Cash available for distribution of dividends to shareholders of the Company is primarily derived from dividends paid by the Bank to the Company. During 2012, the Bank did not pay a cash dividend to the Company. Prior regulatory approval is required if the total of all dividends declared by the Bank in any calendar year exceeds the total of the Bank’s net income of that year combined with its retained net income of the preceding two years. At December 31, 2012, the Bank had $33.5 million of retained net income available for dividends to the Company. In the event that the Company subsequently expands its current operations, in addition to dividends from the Bank, it will need to rely on its own earnings, additional capital raised and other borrowings to meet liquidity needs. The Company made a capital contribution of $7.0 million to the Bank during the twelve months ended December 31, 2012. The Bank’s most liquid assets are cash and cash equivalents, securities available for sale and securities held to maturity due within one year. The levels of these assets are dependent upon the Bank’s operating, financing, lending and investing activities during any given period. Other sources of liquidity include loan and investment securities principal repayments and maturities, lines of credit with other financial institutions including the Federal Home Loan Bank and Federal Reserve Bank, growth in core deposits and sources of wholesale funding such as brokered certificates of deposit. While scheduled loan amortization, maturing securities and short term investments are a relatively predictable source of funds, deposit flows and loan and mortgage-backed securities prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank adjusts its liquidity levels as appropriate to meet funding needs such as seasonal deposit outflows, loans, and asset and liability management objectives. Historically, the Bank has relied on its deposit base, drawn through its full-service branches that serve its market area and local municipal deposits, as its principal source of funding. The Bank seeks to retain existing deposits and loans and maintain customer relationships by offering quality service and competitive interest rates to its customers, while managing the overall cost of funds needed to finance its strategies. During 2012, 2011 and 2010, the Bank grew its core deposits as well as 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, 2012, the Bank had aggregate lines of credit of $282.5 million with unaffiliated correspondent banks to provide short term credit for liquidity requirements. Of these aggregate lines of credit, $262.5 million is available on an unsecured basis. As of December 31, 2012, the Bank had $44.5 million in overnight borrowings outstanding under these lines. 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, 2012, the Bank had $15.0 million outstanding in FHLB term borrowings. The Bank had $10.0 million of securities sold under agreements to repurchase outstanding as of December 31, 2012 with brokers and $2.4 million outstanding with customers. As of December 31, 2011, the Bank had $15.0 million of securities sold under agreements to repurchase outstanding with brokers and $1.9 million outstanding with customers. In addition, the Bank has an approved broker relationship for the purpose of issuing brokered certificates of deposit. As of December 31, 2012 and 2011 the Bank had no brokered certificates of deposits. Management continually monitors the liquidity position and believes that sufficient liquidity exists to meet all of our operating requirements. Based on the objectives determined by the Asset and Liability Committee, the Bank’s liquidity levels may be affected Page -32- 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 or in an interest earning account at the Federal Reserve. CONTRACTUAL OBLIGATIONS In the ordinary course of operations, the Company enters into certain contractual obligations. The following represents contractual obligations outstanding at December 31, 2012: (In thousands) Operating leases FHLB term advances and repurchase agreements Junior subordinated debentures Time deposits Total contractual obligations outstanding Total Amounts Committed Less than One Year One to Three Years Four to Five Years Over Five Years $ $ 19,416 $ 27,390 16,002 157,248 220,056 $ 1,658 $ 17,390 — 120,214 139,262 $ 3,466 $ 10,000 — 24,969 38,435 $ 2,837 $ — — 12,065 14,902 $ 11,455 — 16,002 — 27,457 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, 2012, the Company had $64.3 million in outstanding loan commitments and $183.2 million in outstanding commitments for various lines of credit including unused overdraft lines. The Company also has $3.8 million of standby letters of credit as of December 31, 2012. 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 $118.7 million at December 31, 2012 from $107.0 million at December 31, 2011 as a result of (i) undistributed net income; (ii) the issuance of shares of common stock through the Dividend Reinvestment Plan and the stock based compensation plan; (iii) the change in pension liability under FASB ASC 715-30, net of deferred taxes; (iv) the change in net unrealized appreciation in securities available for sale, net of deferred taxes; and (v) less the declaration of dividends. The ratio of average stockholders’ equity to average total assets decreased to 7.49% at year end 2012 from 6.11% at year end 2011. 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). Since 2009, the Company has actively managed its capital position in response to its growth. During this period, the Company has raised capital through the following initiatives: (cid:120) (cid:120) (cid:120) In April 2009, the Company implemented a Dividend Reinvestment Plan (“DRP Plan”) and filed a registration statement on Form S-3 to register 600,000 shares of common stock with the Securities and Exchange Commission (“SEC”) pursuant to the DRP Plan. In April 2010, the Company increased the discount from 3% to 5%, and raised the quarterly optional cash purchase amount to $50,000 under the DRP Plan. Proceeds from the issuance of common stock related to the DRP Plan for the twelve months ended December 31, 2012 and 2011, was $10.5 million and $4.6 million, respectively. Since the inception of the DRP Plan in April 2009 through December 31, 2012, the Company has issued 856,005 shares of common stock and raised $16.8 million in capital. In June 2009, the Company filed a shelf registration statement on Form S-3 with the SEC to register up to $50 million of securities for sale from time to time. In December 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the "TPS”), through its subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount of $1,000 per security and the TPS shares are convertible into our common stock, at an effective conversion price of $31 per share. The TPS mature in 30 years but are callable by the Company at par any time after September 30, 2014. The Company issued $16.0 million of Junior Subordinated Debentures (the “Debentures”) to the trust in exchange for ownership of all of the common security of the trust and the proceeds of the preferred securities sold by the trust. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements, Page -33- 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. (cid:120) On May 27, 2011, the Company issued 273,479 shares of common stock in connection with the acquisition of Hamptons (cid:120) State Bank, increasing capital by $5.8 million. In November 2011, the Company filed a prospectus supplement under which it may from time to time sell up to $10.0 million of its common stock pursuant to an at-the-market equity offering program. During 2011 the Company issued 30,220 shares of common stock and raised $0.6 million in capital under this program. (cid:120) On December 20, 2011, the Company raised $24.1 million in capital from the sale of 1,377,000 shares of common stock to selected institutional and other private investors in a registered direct offering under its shelf registration statement. (cid:120) On June 27, 2012, the Company filed a shelf registration statement with the SEC on Form S-3 to register up to an additional 800,000 of securities pursuant to the DRP Plan. (cid:120) On December 21, 2012, the Company filed a shelf registration statement on Form S-3 to register up to $75 million of securities and a prospectus and prospectus supplement, replacing the previously expired shelf registration statement on Form S-3 filed in June 2009. The Company has the ability to issue additional common stock and/or preferred stock should the need arise. The Company had returns on average equity of 11.78%, 14.37%, and 15.29% and returns on average assets of 0.88%, 0.88%, and 0.95%, for the years ended December 31, 2012, 2011, and 2010, respectively. The Company also utilizes cash dividends and stock repurchases to manage capital levels. In 2012, the Company declared five quarterly cash dividends totaling $9.9 million compared to three quarterly cash dividends of $4.6 million in 2011. The dividend payout ratios for 2012 and 2011 were 77.50% and 44.35%, 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 2012, 2011 or 2010. IMPACT OF INFLATION AND CHANGING PRICES The Consolidated Financial Statements and notes thereto presented herein have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary effect of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates have a more significant effect on the performance of a financial institution than do the effects of changes in the general rate of inflation and changes in prices. Changes in interest rates could adversely affect our results of operations and financial condition. Interest rates do not necessarily move in the same direction, or in the same magnitude, as the prices of goods and services. Interest rates are highly sensitive to many factors, which are beyond the control of the Company, including the influence of domestic and foreign economic conditions and the monetary and fiscal policies of the United States government and federal agencies, particularly the Federal Reserve Bank. IMPACT OF PROSPECTIVE ACCOUNTING STANDARDS For discussion regarding the impact of new accounting standards, refer to Note 1 r) of the notes to Consolidated Financial Statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Management considers interest rate risk to be the most significant market risk for the Company. Market risk is the risk of loss from adverse changes in market prices and rates. Interest rate risk is the exposure to adverse changes in the net income of the Company as a result of changes in interest rates. The Company’s primary earnings source is net interest income, which is affected by changes in the level of interest rates, the relationship between rates, the impact of interest rate fluctuations on asset prepayments, the level and composition of deposits and liabilities, and the credit quality of earning assets. The Company’s objectives in its asset and liability management are to maintain a strong, stable net interest margin, to utilize its capital effectively without taking undue risks, to maintain adequate liquidity, and to reduce vulnerability of its operations to changes in interest rates. The Company’s Asset and Liability Committee evaluates periodically, but at least four times a year, the impact of changes in market interest rates on assets and liabilities, net interest margin, capital and liquidity. Risk assessments are governed by policies and limits established by senior management, which are reviewed and approved by the full Board of Directors at least annually. The economic environment continually presents uncertainties as to future interest rate trends. The Asset and Liability Committee regularly utilizes a Page -34- 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, 2012, $694.0 million or 93.4% 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. 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, 2012: Change in Interest Rates in Basis Points (Dollars in thousands) 200 100 Static (100) 2012 Potential Change in Net Interest Income $ Change % Change $ $ $ (899) 467 — (338) (1.83)% 0.95% — (0.69)% 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. 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. Page -35- Item 8. Financial Statements and Supplementary Data CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) ASSETS Cash and due from banks Interest earning deposits with banks Total cash and cash equivalents Securities available for sale, at fair value Securities held to maturity (fair value of $213,702 and $170,952, respectively) Total securities Securities, restricted Loans held for sale Loans held for investment Allowance for loan losses Loans, net Premises and equipment, net Accrued interest receivable Goodwill Core deposit intangible Other real estate owned Other assets Total Assets LIABILITIES AND STOCKHOLDERS’ EQUITY Demand deposits Savings, NOW and money market deposits Certificates of deposit of $100,000 or more Other time deposits Total deposits Federal funds purchased and Federal Home Loan Bank overnight borrowings Federal Home Loan Bank term advances Repurchase agreements Junior subordinated debentures Accrued interest payable Other liabilities and accrued expenses Total Liabilities Commitments and Contingencies Stockholders’ equity: Preferred stock, par value $.01 per share (2,000,000 shares authorized; none issued) Common stock, par value $.01 per share: Authorized: 20,000,000 shares; 8,923,010 and 8,374,917 shares issued, respectively; 8,907,890 and 8,345,399 shares outstanding, respectively Surplus Retained earnings Less: Treasury Stock at cost, 15,120 and 29,518 shares, respectively Accumulated other comprehensive income (loss): Net unrealized gain on securities, net of deferred income taxes of ($1,803) and ($3,774), respectively Pension liability, net of deferred income taxes of $2,036 and $2,205, respectively Net unrealized loss on cash flow hedge, net of deferred income taxes of $70 and $0, respectively Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity See accompanying notes to Consolidated Financial Statements. Page -36- December 31, 2012 December 31, 2011 $ 46,855 $ 4,394 51,249 $ $ 529,070 210,735 739,805 2,978 — 798,446 (14,439) 784,007 26,001 5,436 2,034 249 250 12,704 1,624,713 $ 529,205 $ 722,869 118,724 38,524 1,409,322 44,500 15,000 12,390 16,002 147 8,680 1,506,041 — — 89 64,208 55,102 (309) 119,090 2,738 (3,050) (106) 118,672 $ 1,624,713 $ 25,921 53,625 79,546 441,439 169,153 610,592 1,660 2,300 612,143 (10,837) 601,306 24,171 4,940 2,034 316 — 10,593 1,337,458 321,496 683,863 140,578 42,248 1,188,185 — — 16,897 16,002 319 9,068 1,230,471 — — 84 52,962 52,228 (715) 104,559 5,734 (3,306) — 106,987 1,337,458 CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Years Ended December 31, Interest income: Loans (including fee income) Mortgage-backed securities, CMOs and other assets-backed securities State and municipal obligations U.S. GSE securities Corporate bonds Federal funds sold Deposits with banks Other interest and dividend income Total interest income Interest expense: Savings, NOW and money market deposits Certificates of deposit of $100,000 or more Other time deposits Federal funds purchased and repurchase agreements Federal Home Loan Bank advances Junior subordinated debentures Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non interest income: Service charges on deposit accounts Fees for other customer services Title fee income Net securities gains Other operating income Total non interest income Non interest expense: Salaries and employee benefits Occupancy and equipment Marketing and advertising Professional services Data/Item processing FDIC assessments Acquisition costs Amortization of core deposit intangible Cost of extinguishment of debt Other operating expenses Total non interest expense Income before income taxes Income tax expense Net income Basic earnings per share Diluted earnings per share See accompanying notes to Consolidated Financial Statements. Page -37- 2012 2011 2010 $ $ $ $ 40,255 7,391 3,126 2,977 574 — 78 113 54,514 3,738 1,453 416 461 122 1,365 7,555 46,959 5,000 41,959 3,313 2,958 1,635 2,647 120 10,673 20,705 4,484 1,590 1,047 597 754 — 67 158 4,378 33,780 18,852 6,080 12,772 1.48 1.48 $ $ $ $ 35,434 9,000 2,876 2,220 705 — 123 68 50,426 3,936 1,264 507 543 — 1,366 7,616 42,810 3,900 38,910 3,137 2,553 1,016 135 108 6,949 18,036 4,325 1,290 1,225 559 825 793 42 — 3,742 30,837 15,022 4,663 10,359 1.54 1.54 $ $ $ $ 30,223 9,585 2,704 2,054 231 5 54 43 44,899 3,594 1,489 762 530 — 1,365 7,740 37,159 3,500 33,659 2,756 2,163 1,103 1,303 108 7,433 15,978 3,975 1,105 1,158 555 1,274 — — — 3,834 27,879 13,213 4,047 9,166 1.45 1.45 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Years Ended December 31, Net Income Other comprehensive (loss) income: Change in unrealized net gains on securities available for sale, net of reclassification and deferred tax effects Adjustment to pension liability, net of deferred income taxes Unrealized loss on cash flow hedge, net of deferred income taxes Total other comprehensive (loss) income Comprehensive income See accompanying notes to Consolidated Financial Statements. 2012 2011 2010 $ 12,772 $ 10,359 $ 9,166 (2,996) 256 (106) (2,846) 9,926 $ 2,185 (1,524) — 661 11,020 $ (1,700) (55) — (1,755) 7,411 $ Page -38- CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share and per share amounts) Balance at January 1, 2010 Net income Shares issued under the dividend reinvestment plan (“DRP”), net of offering costs Stock awards granted and distributed Vesting of stock awards Exercise of stock options Tax effect of stock plans Shared based compensation expense Cash dividend declared, $0.92 per share Other comprehensive income, net of deferred taxes Balance at December 31, 2010 Net income Shares issued under the DRP Shares issued in common stock offerings, net of offering costs (1,407,220 shares) Shares issued in the acquisition of Hamptons State Bank (273,479 shares) Stock awards granted and distributed Stock awards forfeited Vesting of stock awards Tax effect of stock plans Shared based compensation expense Cash dividend declared, $0.69 per share Other comprehensive income, net of deferred income taxes Common Stock Surplus $ 64 $ 18,631 $ Retained Earnings 43,110 9,166 Treasury Stock Accumulated Other Comprehensive Income (Loss) $ (3,472) $ 3,522 $ 1,395 (1,147) (20) 11 881 1,147 (37) 37 (5,813) Total 61,855 9,166 1,395 — (37) 17 11 881 (5,813) $ 64 $ 19,751 $ 46,463 $ (2,325) $ (1,755) 1,767 $ (1,755) 65,720 3 14 3 4,624 23,447 5,847 (1,777) 39 (16) 1,047 10,359 (4,594) 1,777 (39) (128) Balance at December 31, 2011 $ 84 $ 52,962 $ 52,228 $ (715) $ Net income Shares issued under the DRP, net of offering costs Stock awards granted and distributed Stock awards forfeited Vesting of stock awards Exercise of stock options Tax effect of stock plans Shared based compensation expense Cash dividend declared, $1.15 per share Other comprehensive income, net of deferred income taxes 5 10,502 (580) 6 (7) (18) 1,343 12,772 (9,898) 580 (6) (175) 7 Balance at December 31, 2012 $ 89 $ 64,208 $ 55,102 $ (309) $ See accompanying notes to Consolidated Financial Statements. Page -39- 10,359 4,627 23,461 5,850 — — (128) (16) 1,047 (4,594) 661 2,428 661 106,987 $ 12,772 10,507 — — (175) — (18) 1,343 (9,898) (2,846) (418) $ (2,846) 118,672 CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended December 31, Cash flows from operating activities: 2012 2011 2010 Net income Adjustments to reconcile net income to net cash provided by operating activities: $ 12,772 $ 10,359 $ 9,166 Provision for loan losses Depreciation and amortization Net amortization on securities Amortization of core deposit intangible Share based compensation expense Net securities gains Increase in accrued interest receivable (Increase) decrease in other assets Increase (decrease) in accrued expenses and other liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of securities available for sale Purchases of securities, restricted Purchases of securities held to maturity Proceeds from sales of securities available for sale Redemption of securities, restricted Maturities, calls and principal payments of securities available for sale Maturities, calls and principal payments of securities held to maturity Net increase in loans Proceeds from loan sale Purchase of premises and equipment Net cash acquired in business combination Net cash used in investing activities Cash flows from financing activities: 5,000 1,762 5,573 67 1,343 (2,647) (496) (2,287) 1,737 22,824 (511,979) (31,355) (132,304) 151,959 30,037 266,095 89,123 (186,226) 575 (3,592) — (327,667) 3,900 1,843 2,400 42 1,047 (135) (787) 1,593 (1,582) 18,680 (302,760) (315) (83,911) 14,084 225 196,886 61,844 (73,029) — (2,031) 2,309 (186,698) 3,500 1,612 1,454 — 881 (1,303) (474) 2,041 (1,454) 15,423 (226,213) (2,055) (137,240) 31,446 1,976 175,013 66,056 (57,070) — (3,989) — (152,076) Net increase in deposits Net increase (decrease) increase in federal funds purchased and FHLB overnight 221,137 214,252 123,455 borrowings Net increase (decrease) of FHLB term advances Net (decrease) increase in repurchase agreements Net proceeds from issuance of common stock Net proceeds from exercise of stock options Repurchase of surrendered stock from exercise of stock options and vesting of restricted stock awards Excess tax (expense) benefit from share based compensation Cash dividends paid Net cash provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental Information-Cash Flows: Cash paid for: Interest Income tax Noncash investing and financing activities: Dividends declared and unpaid at end of period Transfers from portfolio loans to loans held for sale Financing of sale of loans held for sale Transfers from portfolio loans to OREO Acquisition of noncash assets and liabilities: Fair value of assets acquired Fair value of liabilities assumed See accompanying notes to Consolidated Financial Statements. Page -40- 44,500 15,000 (4,507) 10,507 — (175) (18) (9,898) 276,546 (28,297) 79,546 51,249 7,727 5,260 $ $ $ — $ — $ $ $ 1,725 250 (7,000) (5,016) 527 28,088 — (128) (16) (6,061) 224,646 56,628 22,918 79,546 $ 7,730 $ 4,550 $ — $ 2,300 $ — $ — $ — $ — $ 66,566 $ 65,059 $ 5,000 — 1,370 1,395 17 (37) 11 (5,787) 125,424 (11,229) 34,147 22,918 7,838 5,922 1,467 — — — — — $ $ $ $ $ $ $ $ $ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012, 2011 and 2010 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Bridge Bancorp, Inc. (the “Company”) is incorporated under the laws of the State of New York and is a registered single bank holding company. The Company’s business currently consists of the operations of its wholly-owned subsidiary, The Bridgehampton National Bank (the “Bank”). The Bank’s operations include its real estate investment trust subsidiary, Bridgehampton Community, Inc. (“BCI”) and a financial title insurance subsidiary, Bridge Abstract LLC (“Bridge Abstract”). In addition to the Bank, the Company has another subsidiary, Bridge Statutory Capital Trust II, which was formed in 2009. In accordance with current accounting guidance, the trust is not consolidated in the Company’s financial statements. See Note 7 for a further discussion of Bridge Statutory Capital Trust II. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and general practices within the financial institution industry. The following is a description of the significant accounting policies that the Company follows in preparing its Consolidated Financial Statements. a) Basis of Financial Statement Presentation The accompanying Consolidated Financial Statements are prepared on the accrual basis of accounting and include the accounts of the Company and its wholly-owned subsidiary, the Bank. All material intercompany transactions and balances have been eliminated. The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of each consolidated balance sheet and the related consolidated statement of income for the years then ended. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual future results could differ significantly from those estimates. The allowance for loan losses, fair values of financial instruments, deferred taxes, prepayment speeds on mortgage-backed securities, and pension assumptions are particularly subject to change. b) Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest earning deposits with banks, and federal funds sold, which mature overnight. Cash flows are reported net for customer loan and deposit transactions, overnight borrowings and federal funds purchased, Federal Home Loan Bank advances, and repurchase agreements. c) Securities Debt and equity securities are classified in one of the following categories: (i) “held to maturity” (management has a positive intent and ability to hold to maturity), which are reported at amortized cost, (ii) “available for sale” (all other debt and marketable equity securities), which are reported at fair value, with unrealized gains and losses reported net of tax, as accumulated other comprehensive income, a separate component of stockholders’ equity, and (iii) “restricted” which represents FHLB, FRB and bankers’ banks stock which are reported at cost. Premiums and discounts on securities are amortized to expense and accreted to income over the estimated life of the respective securities using the interest method. Gains and losses on the sales of securities are recognized upon realization based on the specific identification method. Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary impairment (“OTTI”), management considers many factors including: (1) the length of time and extent that fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the security or more than likely than not will be required to sell the security before its anticipated recovery. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement and (2) impairment related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. The assessment of whether any other than temporary decline exists may involve a high degree of subjectivity and judgment and is based on the information available to management at a point in time. Page -41- d) Federal Home Loan Bank (FHLB) Stock The Bank is a member of the FHLB system. Members are required to own a particular amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost and classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. e) Loans, Loan Interest Income Recognition and Loans Held for Sale Loans are stated at the principal amount outstanding, net of deferred origination costs and fees and purchase premiums and discounts. Loan origination and commitment fees and certain direct and indirect costs incurred in connection with loan originations are deferred and amortized to income over the life of the related loans as an adjustment to yield. When a loan prepays, the remaining unamortized net deferred origination fees or costs are recognized in the current year. Interest on loans is credited to income based on the principal outstanding during the period. Past due status is based on the contractual terms of the loan. Loans that are 90 days past due are automatically placed on nonaccrual and previously accrued interest is reversed and charged against interest income. However, if the loan is in the process of collection and the Bank has reasonable assurance that the loan will be fully collectible based upon individual If a payment is loan evaluation assessing such factors as collateral and collectibility, accrued interest will be recognized as earned. received when a loan is nonaccrual or a troubled debt restructuring loan is nonaccrual, the payment is applied to the principal balance. A performing troubled debt restructuring loan is on accrual status in line with the modified terms. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans for which the terms have been modified as a concession to the borrower due to the borrower experiencing financial difficulties are considered troubled debt restructurings and are classified as impaired. Loans considered to be troubled debt restructurings can be categorized as nonaccrual or performing. The impairment of a loan is measured at the value of expected future cash flows using the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral less costs to sell if the loan is collateral dependent. Generally, the Bank measures impairment of such loans by reference to the fair value of the collateral less costs to sell. Loans that experience minor payment delays and payment shortfall generally are not classified as impaired. Loans over $50,000 are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Loans with balances less than $50,000, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures. Loans that were acquired from the acquisition of Hamptons State Bank on May 27, 2011 were initially recorded at fair value with no carryover of the related allowance for loan losses. After acquisition, losses are recognized through the allowance for loan losses. Determining fair value of the loans involves estimating the amount and timing of expected principal and interest cash flows to be collected on the loans and discounting those cash flows at a market interest rate. Some of the loans at time of acquisition showed evidence of credit deterioration since origination. These loans are considered purchase credit impaired loans. For purchased credit impaired loans, the excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. The nonaccretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent increases to the expected cash flows result in the reversal of a corresponding amount of the nonaccretable discount which is then reclassified as accretable discount and recognized into interest income over the remaining life of the loan using the interest method. Subsequent decreases to the expected cash flows require us to evaluate the need for an addition to the allowance for loan losses. Purchased credit impaired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if management can reasonably estimate the timing and amount of the expected cash flows on such loans and if management expects to fully collect the new carrying value of the loans. As such, management may no longer consider the loans to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount. Loans held for sale are carried at the lower of aggregate cost, or estimated fair market value. At December 31, 2011, the Company had $2.3 million of loans held for sale. These loans were subsequently sold in January 2012 with no resulting gain or loss recognized. There were no loans held for sale at December 31, 2012. Unless otherwise noted, the above policy is applied consistently to all loan classes. Page -42- f) Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses. The Bank monitors its entire loan portfolio on a regular basis, with consideration given to loan growth, detailed analyses of classified loans, repayment patterns, delinquency status, past loss experience, current economic conditions, and various types of concentrations of credit. Additionally, the Bank considers its credit administration and asset management philosophies and procedures and concentrations in the portfolio when determining the allowances for each pool. The Bank evaluates and considers the credit’s risk rating which includes management’s evaluation of: cash flow, collateral, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, the Bank evaluates and considers 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 allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance. Based on the determination of management and the Credit Risk Committee, the overall level of allowance is periodically adjusted to account for the inherent and specific risks within the entire portfolio. Based on the Credit Risk Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2012, management believes the allowance for loan losses is adequate. A loan is considered a potential charge-off when it is in default of either principal or interest for a period of 90, 120 or 180 days, depending upon the loan type, as of the end of the prior month. In addition to delinquency criteria, other triggering events may include, but are not limited to, notice of bankruptcy by the borrower or guarantor, death of the borrower, and deficiency balance from the sale of collateral. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in conditions. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to, or charge-offs against, the allowance based on their judgment about information available to them at the time of their examination. Refer to Note 3 for further details. Unless otherwise noted, the above policy is applied consistently to all loan segments. g) Premises and Equipment Buildings, furniture and fixtures and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method using a useful life of fifty years for buildings and a range of two to ten years for equipment, computer hardware and software, and furniture and fixtures. Leasehold improvements are amortized over the lives of the respective leases or the service lives of the improvements, whichever is shorter. Land is recorded at cost. Improvements and major repairs are capitalized, while the cost of ordinary maintenance, repairs and minor improvements are charged to expense. h) Loan Commitments and Related Financial Instruments Financial instruments include off-balance sheet credit instruments, such as unused lines of credit, commitments to make loans and commercial letters of credit, issued to meet customer-financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded on the balance sheet when they are funded. i) Derivatives The Company records a cash flow hedge at the inception of the derivative contract based on the Company’s intentions and belief as to likely effectiveness as a hedge. The cash flow hedge represents a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. The changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash Page -43- flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as noninterest income. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged. The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income. A cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings. j) Income Taxes The Company follows the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities, computed using enacted tax rates. Deferred tax assets are recognized if it is more likely than not that a future benefit will be realized. It is management’s position, as currently supported by the facts and circumstances, that no valuation allowance is necessary against any of the Company’s deferred tax assets. In accordance with FASB ASC 740, Accounting for Uncertainty in Income Taxes, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. There are no such tax positions on the Company’s financial statements at December 31, 2012 and 2011, respectively. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest and penalties at December 31, 2012 or 2011. k) Treasury Stock Repurchases of common stock are recorded as treasury stock at cost. Treasury stock is reissued using the first in, first out method. l) Earnings Per Share Earnings per share is calculated in accordance with FASB ASC 260-10, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. This ASC addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”). Basic earnings per common share is net income attributable to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share, which reflects the potential dilution that could occur if outstanding stock options were exercised and if junior subordinated debentures were converted into common shares, is computed by dividing net income attributable to common shareholders by the weighted average number of common shares and common stock equivalents. m) Dividends Cash available for distribution of dividends to shareholders of the Company is primarily derived from cash and cash equivalents of the Company and dividends paid by the Bank to the Company. Due to regulatory restrictions, dividends from the Bank to the Company at December 31, 2012, were limited to $33.5 million which represents the Bank’s 2012 retained net income and net retained earnings from the previous two years. During 2012, the Bank did not pay 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. Page -44- n) Segment Reporting While management monitors the revenue streams of the various products and services, the identifiable segments are not material and operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment. o) Stock Based Compensation Plans Stock based compensation awards are recorded in accordance with FASB ASC No. 718 and 505, “Accounting for Stock-Based Compensation” which requires companies to record compensation cost for stock options and stock awards granted to employees in return for employee service. The cost is measured at the fair value of the options and awards when granted, and this cost is expensed over the employee service period, which is normally the vesting period of the options and awards. p) Comprehensive Income Comprehensive income includes net income and all other changes in equity during a period, except those resulting from investments by owners and distributions to owners. Other comprehensive income includes revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but excluded from net income. Comprehensive income and accumulated other comprehensive income are reported net of deferred income taxes. Accumulated other comprehensive income for the Company includes unrealized holding gains or losses on available for sale securities, unrealized gains or losses on cash flow hedges and changes in the funded status of the pension liability. FASB ASC 715-30 “Compensation – Retirement Benefits – Defined Benefit Plans – Pension” requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year the changes occur through comprehensive income. Other comprehensive income is net of reclassification adjustments for realized gains (losses) on sales of available for sale securities. q) Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. r) New Accounting Standards In October 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2012-06, “Business Combinations” (“ASU 2012-06”). Accounting for a business combination requires that at each subsequent reporting date, an acquirer measure an indemnification asset on the same basis as the indemnified liability or asset, subject to any contractual limitations on its amount, and for an indemnification asset that is not subsequently measured at its fair value, management’s assessment of the collectibility of the indemnification asset. This Update addresses the diversity in practice about how to interpret the terms on the same basis and contractual limitations when subsequently measuring an indemnification asset recognized in a government-assisted (Federal Deposit Insurance Corporation or National Credit Union Administration) acquisition of a financial institution that includes a loss- sharing agreement (indemnification agreement). The Company does not anticipate the adoption of this ASU to have a material impact on the financials. In October 2012, the FASB issued Accounting Standards Update No. 2012-04, “Technical Corrections and Improvements” (“ASU 2012-04”). The amendments in this Update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, the amendments will make the Codification easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarifications. The amendments in this Update that will not have transition guidance will be effective upon issuance for both public entities and nonpublic entities. For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. The Company does not anticipate the adoption of this ASU to have a material impact on the financials. In August 2012, the FASB issued Accounting Standards Update No. 2012-03, “Technical Amendments and Corrections to SEC Sections” (“ASU 2012-03”). The accounting guidance includes amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update No. 2010-22. The accounting guidance is effective immediately and did not have a material impact on the Company. In December 2011, the FASB issued Accounting Standards Update No. 2011-12, “Comprehensive Income (Topic 220) Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Page -45- Accounting Standards Update No. 2011-05”. In order to defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this Update supersede certain pending paragraphs in Update 2011-05. The amendments are being made to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. In September 2011, the FASB issued Accounting Standards Update No. 2011-8, “Intangibles – Goodwill and Other (Topic 350) Testing Goodwill for Impairment” (“ASU 2011-8”). ASU 2011-8 clarifies the guidance for goodwill impairment testing by allowing companies to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The company would not be required to calculate the fair value of a reporting unit unless the company determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-8 includes a number of events and circumstances for companies to consider in conducting the qualitative assessment. ASU 2011-8 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company has early adopted ASU 2011-8 for its annual impairment test for the year ended December 31, 2011 and it did not have a material impact on the Company. In June 2011, the FASB issued Accounting Standards Update No.2011-5, “Comprehensive Income (Topic 220)” (“ASU 2011-5”). ASU 2011-5 gives companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, the company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-5 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this guidance do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-5 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Adoption of ASU 2011-5 did not have a material impact on the Company and the relevant disclosures were included in this document. In May 2011, the FASB issued Accounting Standards Update No.2011-4, “Fair Value Measurement and Disclosures (Topic 820)” (“ASU 2011-4”). ASU 2011-4 clarifies the guidance for determining fair value including some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This Update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with current accounting guidance. ASU 2011-4 is effective for interim and annual reporting periods ending on or after December 15, 2011. Adoption of AUS 2011-4 did not have a material impact on the Company and the relevant disclosures were included in this document. s) Reclassifications Certain reclassifications have been made to prior year amounts, and the related discussion and analysis, to conform to the current year presentation. Page -46- 2. SECURITIES A summary of the amortized cost, gross unrealized gains and losses and fair value of securities is as follows: December 31, (In thousands) Available for sale: U.S. GSE securities State and municipal obligations U.S. GSE residential mortgage- backed securities U.S. GSE residential collateralized mortgage obligations U.S. GSE commercial mortgage- backed securities U.S. GSE commercial collateralized mortgage obligations Non Agency commercial mortgage- backed securities Other asset backed securities Total available for sale Held to maturity: U.S. GSE securities State and municipal obligations U.S. GSE residential mortgage- backed securities U.S. GSE residential collateralized mortgage obligations U.S. GSE commercial mortgage- backed securities U.S. GSE commercial collateralized mortgage obligations Corporate Bonds Total held to maturity Total securities 2012 Gross Unrealized Gains Gross Unrealized Losses Amortized Cost Fair Value Amortized Cost 2011 Gross Unrealized Gains Gross Unrealized Losses Fair Value $ 178,421 58,867 $ 19,462 224,226 3,132 9,079 4,754 26,588 524,529 4,992 98,752 9,483 59,388 10,324 4,975 22,821 210,735 $ 735,264 $ 377 1,132 1,135 2,762 6 278 235 65 5,990 24 2,241 26 704 350 254 134 3,733 9,723 $ (346) (36) $ 178,452 59,963 $ 130,708 52,861 $ — 20,597 67,317 (542) 226,446 175,878 — — — 3,138 9,357 4,989 — 5,167 — (525) (1,449) 26,128 529,070 — 431,931 — (31) — (404) — 5,016 100,962 9,509 59,688 10,674 — 104,314 — 42,081 — 968 1,366 3,667 3,493 — 70 — — 9,564 — 2,048 — 1,104 — $ (2) (8) — $ 131,674 54,219 70,984 (46) 179,325 — — — — (56) — (5) — (21) — — 5,237 — — 441,439 — 106,357 — 43,164 — — (331) (766) (2,215) 5,229 22,624 213,702 742,772 $ $ — 22,758 169,153 $ 601,084 — 3 3,155 12,719 $ — (1,330) (1,356) (1,412) — 21,431 170,952 $ 612,391 $ Securities with unrealized losses at year-end 2012 and 2011, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, are as follows: December 31, (In thousands) Available for sale: 2012 2011 Less than 12 months Fair Value Unrealized losses Greater than 12 months Unrealized losses Fair Value Less than 12 months Greater than 12 months Fair Value Unrealized losses Fair Value Unrealized losses U.S. GSE securities State and municipal obligations U.S. GSE residential mortgage- backed securities U.S. GSE residential collateralized mortgage obligations Other asset backed securities Total available for sale $ 79,692 13,878 $ 90 65,961 18,109 177,730 Held to maturity: State and municipal obligations U.S. GSE residential collateralized mortgage obligations Corporate Bonds Total held to maturity 28,939 41,563 — 70,502 $ $ 346 36 — 542 525 1,449 31 404 — 435 $ — $ 226 — $ — — — — 226 — — 17,669 $ 17,669 $ — — — — — — 331 331 $ 7,196 4,283 — 7,672 — 19,151 7,011 4,810 4,664 16,485 $ $ 2 8 — 46 — 56 5 21 336 362 $ — $ — — — — — — — 12,006 12,006 $ $ — — — — — — — — 994 994 Unrealized losses on securities have not been recognized into income, as the losses on these securities would be expected to dissipate as they approach their maturity dates. The Company evaluates securities for other-than-temporary impairment periodically and with increased frequency when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, whether the market decline was affected by macroeconomic conditions, and whether the Company has the intent to sell the security or more than likely than not will be required to sell the security before its anticipated recovery. In analyzing an issuer’s financial condition, the Company Page -47- may consider whether the securities are issued by the federal government or its entities, whether downgrades by bond rating agencies have occurred, and the issuer’s financial condition. At December 31, 2012, the majority of unrealized losses on available for sale securities are related to the Company’s U.S. GSE residential collateralized mortgage obligations, Other asset backed securities and U.S. GSE securities. The majority of unrealized losses on held to maturity securities are related to U.S. GSE residential collateralized mortgage obligations and corporate bonds. The decrease in fair value of the U.S. GSE residential collateralized mortgage obligations, Other asset backed securities and the corporate bond portfolio is attributable to changes in interest rates and not credit quality. Each issuer of corporate bonds has maintained their well capitalized status and continues to be reviewed periodically. The Company does not have the intent to sell these securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery. Therefore, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2012. The following table sets forth the fair value, amortized cost and maturities of the securities at December 31, 2012. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. December 31, 2012 (In thousands) Available for sale: U.S. GSE securities State and municipal obligations U.S. GSE residential mortgage-backed securities U.S. GSE residential collateralized mortgage obligations U.S. GSE commercial mortgage-backed securities U.S. GSE commercial collateralized mortgage obligations Non Agency commercial mortgage-backed securities Other Asset backed Within One Year After One But Within Five Years After Five But Within Ten Years After Ten Years Total Fair Value Amount Amortized Cost Amount Fair Value Amount Amortized Cost Amount Fair Value Amount Amortized Cost Amount Fair Value Amount Amortized Cost Amount Fair Value Amount Amortized Cost Amount $ — $ — $ 568 $ 539 $ 137,880 $ 137,824 $ 40,004 $ 40,058 $ 178,452 $ 178,421 16,160 16,123 38,099 37,165 5,227 5,123 477 456 59,963 58,867 — — — — — — — — — — 568 533 9,831 9,314 10,198 9,615 20,597 19,462 — — — — — — — — 15,401 15,422 211,045 208,804 226,446 224,226 3,138 3,132 — — 3,138 3,132 — — — — 9,357 9,079 9,357 9,079 4,989 4,754 4,989 4,754 securities Total available for sale — 16,160 — 16,123 — 39,235 — 38,237 7,971 179,448 7,996 178,811 18,157 294,227 18,592 291,358 26,128 529,070 26,588 524,529 Held to maturity: U. S. GSE securities State and municipal obligations U.S. GSE residential mortgage-backed securities U.S. GSE residential collateralized mortgage obligations U.S. GSE commercial mortgage-backed securities U.S. GSE commercial collateralized mortgage obligations Corporate Bonds Total held to maturity Total securities $ — — — — 50,390 50,362 25,459 25,058 5,016 6,756 4,992 6,270 — — 5,016 4,992 18,357 17,062 100,962 98,752 — — — — — — — — — — — — — — 9,509 9,483 9,509 9,483 780 751 58,908 58,637 59,688 59,388 10,674 10,324 — — 10,674 10,324 — — 50,390 66,550 $ — — 50,362 66,485 $ — 22,624 48,083 87,318 $ — 22,821 47,879 86,116 — — 23,226 — — 22,337 $ 202,674 $ 201,148 5,229 — 92,003 $ 386,230 $ 4,975 — 90,157 381,515 5,229 22,624 213,702 $ 742,772 $ 4,975 22,821 210,735 735,264 There were $152.0 million of proceeds on sales of available for sale securities with gross gains of approximately $3.2 million and gross losses of approximately $0.6 realized in 2012. There were $14.1 million of proceeds on sales of available for sale securities with gross gains of approximately $0.1 million and gross losses of approximately $0.01 realized in 2011. There were $31.4 million of proceeds on sales of available for sale securities and gross gains of approximately $1.3 million realized in 2010. No securities were sold at a loss in 2010. Page -48- Securities having a fair value of approximately $333.0 million and $287.8 million at December 31, 2012 and 2011, respectively, were pledged to secure public deposits and Federal Home Loan Bank and Federal Reserve Bank overnight borrowings. The Company did not hold any trading securities during the years ended December 31, 2012, 2011 and 2010. As of December 31, 2012, there was one issuer, other than U.S. Government and its Sponsored Entities, where the Bank had invested holdings that exceeded 10% of stockholder’s equity and represented 13% of stockholder’s equity. These assets are more than 95% backed by a U.S. Government guarantee. There were no investment holdings of any one issuer that exceeded 10% of stockholders’ equity at December 31, 2011, other than U.S. Government and its Sponsored Entities. As of December 31, 2010, there was one issuer where the Bank had invested holdings that exceeded 10% of stockholder’s equity and represented 14% of stockholder’s equity. The majority of these holdings matured in the first quarter of 2011. 3. LOANS The following table sets forth the major classifications of loans: December 31, (In thousands) Commercial real estate mortgage loans Multi-family mortgage loans Residential real estate mortgage loans Commercial, financial and agricultural loans Real estate construction and land loans Installment/consumer loans Total loans Net deferred loan costs and fees Allowance for loan losses Net loans Lending Risk 2012 2011 $ $ 332,782 66,080 143,703 197,448 48,632 9,167 797,812 634 798,446 (14,439) 784,007 $ $ 283,917 21,402 141,027 116,319 40,543 8,565 611,773 370 612,143 (10,837) 601,306 The principal business of the Bank is lending, primarily in commercial real estate mortgage loans, multi-family mortgage loans, residential real estate mortgage loans, construction loans, home equity loans, commercial and industrial loans, land loans and consumer loans. The Bank considers its primary lending area to be eastern Long Island in Suffolk County, New York, and a substantial portion of the Bank’s loans are secured by real estate in this area. Accordingly, the ultimate collectibility of such a loan portfolio is susceptible to changes in market and economic conditions in this region. Commercial Real Estate Mortgages Loans in this classification include income producing investment properties and owner occupied real estate used for business purposes. The underlying properties are generally located largely in our primary market area. The cash flows of the income producing investment properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on credit quality. Generally, management seeks to obtain annual financial information for borrowers with loans in excess of $0.25 million in this category. In the case of owner-occupied real estate used for business purposes, a weakened economy and resultant decreased consumer and/or business spending will have an adverse effect on credit quality. Multi-Family Mortgages Loans in this classification include income producing residential investment properties of 5 or more families. The loans are usually made in areas with limited single family residences generating high demand for these facilities. Loans are made to established owners with a proven and demonstrable record of strong performance. Loans are secured by a first mortgage lien on the subject property with a loan to value ratio generally not exceeding 75%. Repayment is derived generally from the rental income generated from the property and maybe supplemented by the owners’ personal cash flow. Credit risk arises with an increase in vacancy rates, property mismanagement and the predominance of non-recourse loans that are customary in the industry. Residential Real Estate Mortgages and Home Equity Loans Loans in these classifications are made to and secured by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan class. The Bank generally does not originate loans with a loan-to-value ratio greater than 80% and does not grant subprime loans. Page -49- Commercial, Industrial and Agricultural Loans Loans in this classification are made to businesses. Generally these loans are secured by assets of the business and repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and/or business spending will have an effect on the credit quality in this loan class. Real Estate Construction and Land Loans Loans in this classification primarily include land loans to local individuals, contractors and developers for developing the land for sale or for the purpose of making improvements thereon. Repayment is derived primarily from sale of the lots/units including any pre- sold units. Credit risk is affected by market conditions, time to sell at an adequate price and cost overruns. To a lesser extent this class includes commercial development projects that the Company finances, which in most cases require interest only during construction, and then convert to permanent financing. Credit risk is affected by construction delays, cost overruns, market conditions and the availability of permanent financing, to the extent such permanent financing is not being provided by us. Installment and Consumer Loans Loans in this classification may be either secured or unsecured and repayment is dependent on the credit quality of the individual borrower and, if applicable, sale of the collateral securing the loan such as automobiles. Therefore, the overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan class. Allowance for Loan Losses The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses inherent in the Bank’s loan portfolio. Management evaluates the adequacy of the allowance on a quarterly basis. The allowance is comprised of both individual valuation allowances and loan pool valuation allowances. The Bank monitors its entire loan portfolio on a regular basis, with consideration given to detailed analysis of classified loans, repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Additions to the allowance are charged to expense and realized losses, net of recoveries, are charged to the allowance. Individual valuation allowances are established in connection with specific loan reviews and the asset classification process including the procedures for impairment testing under FASB Accounting Standard Codification (“ASC”) No. 310, “Receivables”. Such valuation, which includes a review of loans for which full collectibility in accordance with contractual terms is not reasonably assured, considers the estimated fair value of the underlying collateral less the costs to sell, if any, or the present value of expected future cash flows, or the loan’s observable market value. Any shortfall that exists from this analysis results in a specific allowance for the loan. Pursuant to our policy, loan losses must be charged-off in the period the loans, or portions thereof, are deemed uncollectible. Assumptions and judgments by management, in conjunction with outside sources, are used to determine whether full collectibility of a loan is not reasonably assured. These assumptions and judgments are also used to determine the estimates of the fair value of the underlying collateral or the present value of expected future cash flows or the loan’s observable market value. Individual valuation allowances could differ materially as a result of changes in these assumptions and judgments. Individual loan analyses are periodically performed on specific loans considered impaired. The results of the individual valuation allowances are aggregated and included in the overall allowance for loan losses. Loan pool valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike individual allowances, have not been allocated to particular problem assets. Pool evaluations are broken down into loans with homogenous characteristics by loan type and include commercial real estate mortgages, multi-family mortgage loans, home equity loans, residential real estate mortgages, commercial and industrial loans, real estate construction and land loans and consumer loans. The determination of the adequacy of the valuation allowance is a process that takes into consideration a variety of factors. The Bank has developed a range of valuation allowances necessary to adequately provide for probable incurred losses inherent in each pool of loans. We consider our own charge-off history along with the growth in the portfolio as well as the Bank’s credit administration and asset management philosophies and procedures when determining the allowances for each pool. In addition, we evaluate and consider the credit’s risk rating which includes management’s evaluation of: cash flow, collateral, guarantor support, financial disclosures, industry trends and strength of borrowers’ management, the impact that economic and market conditions may have on the portfolio as well as known and inherent risks in the portfolio. Finally, we evaluate and consider the allowance ratios and coverage percentages of both peer group and regulatory agency data. These evaluations are inherently subjective because, even though they are based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance. If the evaluations prove to be incorrect, the allowance for loan losses may not be sufficient to cover losses inherent in the loan portfolio, resulting in additions to the allowance for loan losses. The Credit Risk Committee is comprised of members of both management and the Board of Directors. The adequacy of the allowance is analyzed quarterly, with any adjustment to a level deemed appropriate by the Credit Risk Committee, based on its risk assessment Page -50- of the entire portfolio. Based on the Credit Risk Committee’s review of the classified loans and the overall allowance levels as they relate to the entire loan portfolio at December 31, 2012, management believes the allowance for loan losses has been established at levels sufficient to cover the probable incurred losses in the Bank’s loan portfolio. Future additions or reductions to the allowance may be necessary based on changes in economic, market or other conditions. Changes in estimates could result in a material change in the allowance. In addition, various regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require the Bank to recognize adjustments to the allowance based on their judgments of the information available to them at the time of their examination. The following table sets forth changes in the allowance for loan losses: December 31, (In thousands) Allowance for loan losses balance at beginning of period Charge-offs Recoveries Net charge-offs Provision for loan losses charged to operations Balance at end of period 2012 2011 2010 $ $ 10,837 (1,510) 112 (1,398) 5,000 14,439 $ $ 8,497 (1,681) 121 (1,560) 3,900 10,837 $ $ 6,045 (1,120) 72 (1,048) 3,500 8,497 The following table represents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment, as defined under ASC 310-10, and based on impairment method as of December 31, 2012 and 2011. The loan segment represents the categories that the Bank develops to determine its allowance for loan losses. December 31, 2012 (In thousands) Allowance for Loan Losses Beginning balance Charge-offs Recoveries Provision Ending balance Ending balance: individually evaluated for impairment Ending balance: collectively evaluated for impairment Loans Ending balance: individually evaluated for impairment Ending balance: collectively evaluated for impairment Ending balance: loans acquired with deteriorated credit quality $ $ $ $ $ $ $ $ Commercial Real Estate Mortgage Loans Multi-family Loans Residential Real Estate Mortgage Loans Commercial, Financial and Agricultural Loans Real Estate Construction and Land Loans Installment/ Consumer Loans Total 3,530 $ — — 915 4,445 $ 395 $ — — 844 1,239 $ 2,280 (1,210) 7 1,726 2,803 $ $ 2,895 $ (285) 83 1,656 4,349 $ 1,465 — — (90) 1,375 $ $ 272 (15) 22 (51) 228 $ $ 10,837 (1,510) 112 5,000 14,439 — $ — $ 141 $ 228 $ — $ — $ 369 4,445 $ 1,239 $ 2,662 332,782 $ 66,080 $ 143,703 $ $ 4,121 $ 1,375 197,448 $ 48,632 $ $ 228 9,167 $ $ 14,070 797,812 4,776 $ — $ 2,549 $ 883 $ — $ — $ 8,208 327,282 $ 66,080 $ 141,154 $ 196,350 $ 48,331 $ 9,167 $ 788,364 724 $ — $ — $ 215 $ 301 $ — $ 1,240 Page -51- December 31, 2011 (In thousands) Allowance for Loan Losses Beginning balance Charge-offs Recoveries Provision Ending balance Ending balance: individually evaluated for impairment Ending balance: collectively evaluated for impairment Loans Ending balance: individually evaluated for impairment Ending balance: collectively evaluated for impairment Ending balance: loans acquired with deteriorated credit quality $ $ $ $ $ $ $ $ Commercial Real Estate Mortgage Loans Multi-family Loans Residential Real Estate Mortgage Loans Commercial, Financial and Agricultural Loans Real Estate Construction and Land Loans Installment/ Consumer Loans 3,310 $ — — 220 3,530 $ 133 $ — — 262 395 $ 1,642 (259) 6 891 2,280 $ $ 2,804 $ (372) 96 367 2,895 $ 185 (864) — 2,144 1,465 $ $ 423 (186) 19 16 272 $ $ Total 8,497 (1,681) 121 3,900 10,837 — $ — $ 105 $ 162 $ — $ — $ 267 3,530 $ 395 $ 2,175 283,917 $ 21,402 $ 141,027 $ $ 2,733 $ 1,465 116,319 $ 40,543 $ $ 272 8,565 $ $ 10,570 611,773 5,079 $ — $ 2,942 $ 752 $ 250 $ — $ 9,023 278,202 $ 21,402 $ 138,085 $ 115,364 $ 40,029 $ 8,565 $ 601,647 636 $ — $ — $ 203 $ 264 $ — $ 1,103 The Company has an immaterial amount of purchased loans as a result of the acquisition of Hamptons State Bank in 2011, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. These loans are referred to as loans acquired with deteriorated credit quality in the table above. Credit Quality Indicators The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt including repayment patterns, probable incurred losses, past loss experience, current economic conditions, and various types of concentrations of credit. Assigned risk rating grades are continuously updated as new information is obtained. Loans risk rated special mention, substandard and doubtful are reviewed on a quarterly basis. The Company uses the following definitions for risk rating grades: Pass: Loans classified as pass include current loans performing in accordance with contractual terms, pools of homogenous residential real estate and installment/consumer loans that are not individually risk rated and loans which exhibit certain risk factors that require greater than usual monitoring by management. Special mention: Loans classified as special mention, while generally not delinquent, have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank's credit position at some future date. Substandard: Loans classified as substandard have a well defined weakness or weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful: Loans classified as doubtful have all the weaknesses inherent in a substandard loan, and may also be at delinquency status and have defined weaknesses based on currently existing facts, conditions and values making collection or liquidation in full highly questionable and improbable. Page -52- The following table represents loans by class categorized by internally assigned risk grades: December 31, 2012 (In thousands) Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total loans December 31, 2011 (In thousands) Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total loans Pass Special Mention Substandard Doubtful Total Grades: $ 138,675 $ 11,285 $ 11,039 $ — $ 159,967 66,080 72,158 65,955 81,661 105,454 45,178 9,058 7,523 — — 745 1,447 1,948 — — 4,293 — 2,846 1,282 5,605 1,234 3,454 109 — — 717 — — 99 — — 160,999 171,783 66,080 75,721 67,982 88,713 108,735 48,632 9,167 $ 744,186 $ 22,948 $ 29,862 $ 816 $ 797,812 Pass Special Mention Substandard Doubtful Total Grades: $ 120,662 $ 14,975 $ 9,839 $ — $ 126,016 21,402 64,725 70,947 52,686 53,421 35,979 8,283 9,443 — — 584 4,258 1,613 — 264 2,982 — 1,351 1,972 3,208 1,124 4,314 18 — — 1,223 225 — 9 250 — 145,476 138,441 21,402 67,299 73,728 60,152 56,167 40,543 8,565 $ 554,121 $ 31,137 $ 24,808 $ 1,707 $ 611,773 Page -53- Past Due and Nonaccrual Loans The following table represents the aging of the recorded investment in past due loans as of December 31, 2012 and December 31, 2011 by class of loans, as defined by ASC 310-10: December 31, 2012 (In thousands) Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total loans December 31, 2011 (In thousands) Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total loans 30-59 Days Past Due 60-89 Days Past Due >90 Days Past Due And Accruing Nonaccrual Including 90 Days or More Past Due Total Past Due and Nonaccrual Current Total Loans $ — $ 1,265 $ — — — 965 — 22 — — — — 158 — — — — — 491 — — — — — — — — $ 492 $ 2,248 $ 158,751 $ 160,999 — — 1,203 1,010 136 426 22 — — — 171,783 66,080 1,361 1,975 136 448 22 — 74,360 66,007 88,577 108,287 48,610 9,167 171,783 66,080 75,721 67,982 88,713 108,735 48,632 9,167 $ 987 $ 1,423 $ 491 $ 3,289 $ 6,190 $ 791,622 $ 797,812 30-59 Days Past Due 60-89 Days Past Due >90 Days Past Due And Accruing Nonaccrual Including 90 Days or More Past Due Total Past Due and Nonaccrual Current Total Loans $ 485 $ 1,281 $ 406 $ 449 $ 2,621 $ 142,855 $ 145,476 — — — 448 — — — 1 — — — 255 — 53 — — — — — — — — — 5 — — 1,561 1,382 479 40 250 — — — 138,441 21,402 138,441 21,402 1,561 2,085 479 93 250 6 65,738 71,643 59,673 56,074 40,293 8,559 67,299 73,728 60,152 56,167 40,543 8,565 $ 934 $ 1,589 $ 411 $ 4,161 $ 7,095 $ 604,678 $ 611,773 Page -54- All loans 90 days or more past due that are still accruing interest represent loans that were acquired from Hamptons State Bank on May 27, 2011 and were recorded at fair value upon acquisition. These loans are considered to be accruing as management can reasonably estimate future cash flows on these acquired loans and expect to fully collect the carrying value of these loans. Therefore, the difference between the carrying value of these loans and their expected cash flows is being accreted into income. Impaired Loans As of December 31, 2012 and December 31, 2011, the Company had impaired loans as defined by FASB ASC No. 310, “Receivables” of $8.2 million and $9.0 million, respectively. For a loan to be considered impaired, management determines after review whether it is probable that the Bank will not be able to collect all amounts due according to the contractual terms of the loan agreement. Management applies its normal loan review procedures in making these judgments. Impaired loans include individually classified nonaccrual loans and troubled debt restructured (“TDR”) loans. For impaired loans, the Bank evaluates the impairment of the loan in accordance with FASB ASC 310-10-35-22. Impairment is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. The fair value of the collateral or present value of expected cash flows is compared to the carrying value to determine if any write-down or specific loan loss allowance allocation is required. These methods of fair value measurement for impaired loans are considered level 3 within the fair value hierarchy described in FASB ASC 820-10-50-5. The following tables represent impaired loans by class at December 31, 2012 and 2011: December 31, 2012 (In thousands) With no related allowance recorded: Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total with no related allowance recorded With an allowance recorded: Residential real estate – Home equity Commercial – Unsecured Total with an allowance recorded Total: Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total Recorded Investment Unpaid Principal Balance Related Allocated Allowance Average Recorded Investment Interest Income Recognized $ 3,860 $ 3,931 $ 916 — 1,539 736 515 95 — — 7,661 274 273 547 3,860 916 — 1,539 1,010 916 — 2,151 1,094 520 97 — — 8,709 287 302 589 3,931 916 — 2,151 1,381 515 368 — — 8,208 $ $ 520 399 — — 9,298 $ Page -55- — $ — — — — — — — — — 141 228 369 — — — — 141 — 228 — — 369 3,816 $ 916 — 1,484 768 281 42 2 — 7,309 244 236 480 3,816 916 — 1,484 1,012 281 278 2 — 7,789 $ $ 116 61 — 35 — 14 — — — 226 — — — 116 61 — 35 — 14 — — — 226 Recorded Investment Unpaid Principal Balance Related Allocated Allowance Average Recorded Investment Interest Income Recognized $ 4,163 $ 4,206 $ — $ 4,208 $ December 31, 2011 (In thousands) With no related allowance recorded: Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans 916 — 338 688 533 — 250 — 916 — 344 860 533 — 371 — Total with no related allowance recorded 6,888 7,230 With an allowance recorded: Residential real estate – First lien Residential real estate – Home equity Commercial – Secured Total with an allowance recorded Total: Commercial real estate: Owner occupied Non-owner occupied Multi-family loans Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total 1,223 693 219 2,135 4,163 916 — 1,561 1,381 752 — 250 — 1,329 700 229 2,258 4,206 916 — 1,673 1,560 762 — 371 — $ 9,023 $ 9,488 $ — — — — — — — — — 76 29 162 267 — — — 76 29 162 — — — 267 929 — 346 778 535 — 250 — 7,046 1,241 694 235 2,170 4,208 929 — 1,587 1,472 770 — 250 — 415 15 — — — 7 — — — 437 — — — — 415 15 — — — 7 — — — $ 9,216 $ 437 The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. For purposes of this disclosure, the unpaid principal balance is not reduced for partial charge-offs. The Bank had $0.3 million foreclosed real estate owned at December 31, 2012, and had none at December 31, 2011. Troubled Debt Restructurings The terms of certain loans were modified and are considered troubled debt restructurings (“TDR”). The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan. The modification of these loans involved a loan to borrowers who were experiencing financial difficulties. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed to determine if that borrower is currently in payment default under any of its obligations or whether there is a probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. Page -56- The following table presents loans by class modified as troubled debt restructurings that occurred during the year ended December 31, 2012: (In thousands) Troubled Debt Restructurings Commercial real estate: Owner occupied Non-owner occupied Multi-Family Residential real estate: First lien Home equity Commercial: Secured Unsecured Real estate construction and land loans Installment/consumer loans Total loans Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment 1 $ — — — — 1 1 — — $ 163 — — — — 387 42 — — 3 $ 592 $ 160 — — — — 380 39 — — 579 The TDRs described above did not increase the allowance for loan losses and there were charge offs of $0.4 million during the year ended December 31, 2012. At December 31, 2012, there were no loans modified as TDRs for which there was a payment default within twelve months following the modification. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms. As of December 31, 2012 and December 31, 2011, the Company had $1.0 million and $2.0 million, respectively of nonaccrual TDR loans. As of December 31, 2012 two of the borrowers with loans totaling $0.3 million are complying with the modified terms of the loans and are currently making payments. Another borrower with loans totaling $0.7 million is currently in default and foreclosure proceedings have been initiated. The decrease in nonaccrual TDR loans at December 31, 2012 was due to the reclassification of a $0.3 million nonaccrual TDR loan to a performing TDR as the borrower has made six months of consecutive payments in line with the restructured terms. In addition, there was charge-offs totaling $0.7 million during 2012. Total nonaccrual TDR loans are secured with collateral that has an appraised value of $2.7 million. Furthermore, the Bank has no commitment to lend additional funds to these debtors. In addition, the Company has six borrowers with performing TDR loans of $5.0 million at December 31, 2012 that are current and secured with collateral that has an appraised value of approximately $12.3 million. At December 31, 2011, the Company had four borrowers with TDR loans of $4.9 million that were current and secured with collateral that had an appraised value of approximately $11.5 million. Management believes that the ultimate collection of principal and interest is reasonably assured and therefore continues to recognize interest income on an accrual basis. Two of the loans were restructured during the third quarter of 2012, one of the loans in the second quarter of 2012 and one loan in the first quarter of 2012 and since that time the interest income recognized has been immaterial. The fifth loan was restructured during the third quarter 2011 and since that time $0.08 million of interest income has been recognized. The sixth loan was restructured during the third quarter of 2008 and since that time $0.5 million of interest income has been recognized. In addition, the Bank has no commitment to lend additional funds to these debtors. The terms of certain other loans were modified during the year ended December 31, 2012 that did not meet the definition of a TDR. These loans have a total recorded investment as of December 31, 2012 of $50.3 million. The modification of these loans involved a modification of the terms of loans to borrowers who were not experiencing financial difficulties. Page -57- Related Party Loans Certain directors, executive officers, and their related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during 2012 and 2011. The following table sets forth selected information about related party loans at December 31, 2012: (In thousands) Balance at December 31, 2011 New loans Effective change in related parties Advances Repayments Balance at December 31, 2012 4. PREMISES AND EQUIPMENT Premises and equipment consist of: December 31, (In thousands) Land Building and improvements Furniture, fixtures and equipment Leasehold improvements Less: accumulated depreciation and amortization 5. DEPOSITS Time Deposits Balance Outstanding 1,050 — — 745 (524) 1,271 2012 2011 7,174 13,837 15,229 6,803 43,043 (17,042) 26,001 $ $ $ 7,174 13,720 12,445 6,120 39,459 (15,288) 24,171 $ $ $ $ $ The following table sets forth the remaining maturities of the Bank’s time deposits at December 31, 2012: (In thousands) 2013 2014 2015 2016 2017 Total Less than $100,000 $100,000 or Greater Total $ $ 25,667 $ 7,970 1,370 830 2,687 38,524 $ 94,547 $ 12,110 3,519 1,752 6,796 118,724 $ 120,214 20,080 4,889 2,582 9,483 157,248 Deposits from principal officers, directors and their affiliates at December 31, 2012 and 2011 were approximately $5.5 million and $4.7 million, respectively. Public fund deposits at December 31, 2012 and 2011 were $269.8 million and $232.0 million, respectively. 6. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE At December 31, 2012, 2011 and 2010, securities sold under agreements to repurchase totaled $12.4 million, $16.9 million and $16.4 million, respectively, and were secured by U.S. GSE, residential mortgage-backed securities and residential collateralized mortgage obligations with a carrying amount of $17.1 million, $23.3 million and $22.3 million, respectively. Securities sold under agreements to repurchase are financing arrangements with $2.4 million maturing during the first quarter of 2013 and $10.0 million maturing during the first quarter of 2015. At maturity, the securities underlying the agreements are returned to the Company. Information concerning the securities sold under agreements to repurchase is summarized as follows: Page -58- (Dollars in thousands) Average daily balance during the year Average interest rate during the year Maximum month-end balance during the year Weighted average interest rate at year-end 7. JUNIOR SUBORDINATED DEBENTURES 2012 2011 2010 $ $ 13,016 3.01% 16,722 2.99% $ $ 16,715 3.23% 17,469 3.18% $ $ 16,648 3.10% 17,192 3.21% In December 2009, the Company completed the private placement of $16.0 million in aggregate liquidation amount of 8.50% cumulative convertible trust preferred securities (the "TPS”), through its subsidiary, Bridge Statutory Capital Trust II. The TPS have a liquidation amount of $1,000 per security and 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. 8. DERIVATIVES The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. An interest rate swap with a notional amount totaling $15.0 million was entered into on June 28, 2012 and was designated as a cash flow hedge of certain Federal Home Loan Bank advances. The swap was determined to be fully effective during the period presented and therefore no amount of ineffectiveness has been included in net income. The aggregate fair value of the swaps is recorded in other assets with changes in fair value recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings if the hedge transaction becomes probable of not occurring. The Company expects the hedges to remain fully effective during the remaining term of the swap. Summary information about the interest rate swap designated as a cash flow hedge as of December 31, 2012 is as follows: (Dollars in thousands) Notional amounts Weighted average pay rates Weighted average receive rates Weighted average maturity Unrealized gains (losses) As of December 31, 2012 15,000 0.99% 0.31% 4.49 years (176) $ $ Interest expense recorded on this swap transaction totaled $45,000 for the twelve months ended December 31, 2012 and is reported as a component of interest expense on FHLB Advances. Cash Flow Hedge The following table presents the net gains (losses), net of tax, recorded in accumulated other comprehensive income and the Consolidated Statements of Income relating to the cash flow derivative instruments for the twelve months ended December 31, 2012. (In thousands) Interest rate contracts 2012 Amount of gain (loss) recognized in OCI (Effective Portion) Amount of gain (loss) reclassified from OCI to interest income Amount of gain (loss) recognized in other non- interest income (Ineffective Portion) $ (106) $ — $ — Page -59- The following table reflects the cash flow hedge included in the Consolidated Balance Sheet as of December 31, 2012: (In thousands) Included in other liabilities: Notional Amount Fair Value 2012 Interest rate swap related to FHLB Advance $ 15,000 $ (176) 9. INCOME TAXES The components of income tax expense are as follows: Years Ended December 31, (In thousands) Current: Federal State Deferred: Federal State Income tax expense 2012 2011 2010 $ $ 5,660 582 6,242 (229) 67 (162) 6,080 $ $ 3,700 603 4,303 469 (109) 360 4,663 $ $ 3,340 530 3,870 347 (170) 177 4,047 The reconciliation of the expected Federal income tax expense at the statutory tax rate to the actual provision follows: Years Ended December 31, (Dollars in thousands) 2012 Percentage of Pre-tax Earnings Amount 2011 2010 Percentage of Pre-tax Earnings Percentage of Pre-tax Earnings Amount Amount Federal income tax expense computed by applying the statutory rate to income before income taxes Tax exempt interest State taxes, net of federal income tax benefit Other Income tax expense $ $ 6,479 (878) 445 34 6,080 34% $ (5) 2 1 32% $ 5,134 (896) 341 84 4,663 34% $ (6) 2 1 31% $ 4,492 (817) 262 110 4,047 34% (6) 2 1 31% Page -60- Deferred income tax assets and liabilities are comprised of the following: December 31, (In thousands) Deferred tax assets: Allowance for loan losses Restricted stock awards Purchase accounting fair value adjustments Net operating loss carryforward Other Total Deferred tax liabilities: Pension and SERP expense Depreciation REIT undistributed net income Net deferred loan costs and fees Other Total Total before other comprehensive income Deferred tax liabilities: Net unrealized gains on securities Deferred tax assets: Net change in pension liability Net change in cash flow hedge Net deferred tax asset 2012 2011 $ $ 6,144 777 777 516 276 8,490 (2,765) (1,386) (657) (602) (281) (5,691) 2,799 4,592 710 1,168 617 456 7,543 (2,124) (1,411) (627) (440) (304) (4,906) 2,637 (1,803) (3,774) 2,036 70 3,102 $ 2,205 — 1,068 $ The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the State of New York. The Company is no longer subject to examination by taxing authorities for years before 2009. The Company does not expect the total amount of unrecognized income tax benefits to significantly increase in the next twelve months. 10. EMPLOYEE BENEFITS a) Pension Plan and Supplemental Executive Retirement Plan The Bank maintains a noncontributory pension plan covering all eligible employees. The Bank uses a December 31st measurement date for this plan in accordance with FASB ASC 715-30 “Compensation – Retirement Benefits – Defined Benefit Plans – Pension”. In September 2011, the Bank transferred all of the Plan assets out of the New York State Bankers Association Retirement System to the new Trustee, Bank of America, N.A. During 2012, the Company amended the pension plan revising the formula for determining benefits effective January 1, 2013, except for certain grandfathered employees. Additionally, new employees hired on or after October 1, 2012 are not eligible for the pension plan. During 2001, the Bank adopted the Bridgehampton National Bank Supplemental Executive Retirement Plan (“SERP”). The SERP provides benefits to certain employees, as recommended by the Compensation Committee of the Board of Directors and approved by the full Board of Directors, whose benefits under the pension plan are limited by the applicable provisions of the Internal Revenue Code. The benefit under the SERP is equal to the additional amount the employee would be entitled to under the Pension Plan and the 401(k) Plan in the absence of such Internal Revenue Code limitations. The assets of the SERP are held in a rabbi trust to maintain the tax-deferred status of the plan and are subject to the general, unsecured creditors of the Company. As a result, the assets of the trust are reflected on the Consolidated Balance Sheets of the Company. Page -61- Information about changes in obligations and plan assets of the defined benefit pension plan and the defined benefit plan component of the SERP are as follows: At December 31, (In thousands) Change in benefit obligation: Benefit obligation at beginning of year Service cost Interest cost Benefits paid and expected expenses Assumption changes and other Plan amendment Benefit obligation at end of year Change in plan assets, at fair value: Plan assets at beginning of year Actual return on plan assets Employer contribution Benefits paid and actual expenses Plan assets at end of year Funded status (plan assets less benefit obligations) Pension Benefits SERP Benefits 2012 2011 2012 2011 $ $ $ $ $ 11,584 1,131 508 (366) 1,345 (1,095) 13,107 13,403 1,600 2,500 (378) 17,125 4,018 $ $ $ $ $ 8,761 919 483 (234) 1,655 — 11,584 11,023 20 2,727 (367) 13,403 1,819 $ $ $ $ $ 1,731 120 52 (112) 208 — 1,999 $ $ — $ — 112 (112) — $ 1,542 109 57 (112) 135 — 1,731 — — 112 (112) — (1,999) $ (1,731) Amounts recognized in accumulated other comprehensive income at December 31, consist of: At December 31, (In thousands) Net actuarial loss Prior service cost Transition obligation Plan amendment Net amount recognized Pension Benefits 2012 2011 SERP Benefits 2012 2011 $ $ 5,561 71 — (1,094) 4,538 $ $ 5,060 81 — — 5,141 $ $ 406 — 142 — 548 $ $ 200 — 170 — 370 The accumulated benefit obligation was $11.6 million and $1.6 million for the pension plan and the SERP, respectively, as of December 31, 2012. As of December 31, 2011, the accumulated benefit obligation was $9.4 million and $1.5 million for the pension plan and the SERP, respectively. Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income At December 31, (In thousands) Components of net periodic benefit cost and other amounts recognized in Other Comprehensive Income Service cost Interest cost Expected return on plan assets Amortization of net loss Amortization of unrecognized prior service cost Amortization of unrecognized transition (asset) obligation Net periodic benefit cost Net (gain) loss Prior service cost Transition obligation Amortization of net gain Amortization of prior service cost Amortization of transition obligation Deferred taxes Total recognized in other comprehensive income Total recognized in net periodic benefit cost and other Pension Benefits SERP Benefits 2012 2011 2010 2012 2011 2010 $ $ $ 1,131 508 (993) 248 10 — 904 $ $ (345) $ — — (248) (10) — (603) 240 (363) $ $ $ 919 483 (761) 102 9 — 752 2,529 — — (102) (9) — 2,418 (960) 1,458 769 434 (681) 104 9 — 635 254 — — (104) (9) — 141 (56) 85 $ $ $ $ $ $ 120 52 — — — 30 202 208 — — — — (30) 178 (71) 107 $ $ $ 109 57 — — — 28 194 136 — — — — (28) 108 (43) 65 96 62 — — — 28 186 (22) — — — — (28) (50) 20 (30) comprehensive income $ 541 $ 2,210 $ 720 $ 309 $ 259 $ 156 Page -62- The estimated net loss, transition obligation and prior service credit for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $288,000, $0 and $77,000, respectively. The estimated net loss and unrecognized net transition obligation for the SERP that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $15,000 and $28,000, respectively. Expected Long-Term Rate-of-Return The expected long-term rate-of-return on plan assets reflects long-term earnings expectations on existing plan assets and those contributions expected to be received during the current plan year. In estimating that rate, appropriate consideration was given to historical returns earned by plan assets in the fund and the rates of return expected to be available for reinvestment. Average rates of return over the past 1, 3, 5 and 10-year periods were determined and subsequently adjusted to reflect current capital market assumptions and changes in investment allocations. At December 31, Weighted Average Assumptions Used to Determine Benefit Obligations Discount rate Rate of compensation increase Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost Discount rate Rate of compensation increase Expected long-term rate of return Plan Assets Pension Benefits 2011 2012 2010 2012 SERP Benefits 2011 2010 4.20% 3.00 4.53% 3.00 4.53% 3.00 7.50 5.58% 3.50 7.00 5.58% 3.50 5.89% 4.00 7.50 3.90% 5.00 3.13% 5.00 3.13% 5.00 — 3.87% 5.00 — 3.87% 5.00 4.31% 5.00 — The Plan seeks to provide retirement benefits to the employees of the Bank who are entitled to receive benefits under the Plan. The Plan Assets are overseen by a Committee comprised of management, who meet quarterly, and set the investment policy guidelines. The Plan’s overall investment strategy is to achieve a mix of approximately 97% of investments for long-term growth and 3% for near-term benefit payments with a wide diversification of asset types, fund strategies, and fund managers. Cash equivalents consist primarily of short term investment funds. Equity securities primarily include investments in common stock, mutual funds, depository receipts and exchange traded funds. Fixed income securities include corporate bonds, government issues, mortgage backed securities, high yield securities and mutual funds. The weighted average expected long term rate-of-return is estimated based on current trends in Plan assets as well as projected future rates of return on those assets and reasonable actuarial assumptions based on the guidance provided by ASOP No. 27 for the real and nominal rate of investment return for a specific mix of asset classes. The following assumptions were used in determining the long- term rate-of-return: The long term rate of return considers historical returns for the S&P 500 index and long term U.S. government bonds from 1926 to 2012 representing cumulative returns of approximately 9.8% and 5.7%, respectively. These returns were considered along with the target allocations of asset categories. Page -63- Effective August 30, 2011, the Plan revised its investment guidelines. Except for pooled vehicles and mutual funds, which are governed by the prospectus and unless expressly authorized by management, the Plan and its investment managers are prohibited from purchasing the following investments: (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) (cid:120) Purchases of letter stock, private placements, or direct payments Purchases of securities not readily marketable Pledging or hypothecating securities, except for loans of securities that are fully collateralized Purchasing or selling derivative securities for speculation or leverage Investments by the investment managers in their own securities, their affiliates or subsidiaries (excluding money market funds) Purchases of Bridge Bancorp stock The target allocations for Plan assets are shown in the table below: Asset Category Cash Equivalents Equity Securities Fixed income securities Total Percentage of Plan Assets At December 31, Target Allocation 2013 2012 2011 Weighted- Average Expected Long-term Rate of Return 0 – 5% 45 - 65% 35 - 55% 9.4% 54.2% 36.4% 21.6% 43.1% 35.3% 100.0% 100.0% — 4.7% 2.8% 7.5% Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments valued using the Net Asset Value (“NAV”) are classified as level 2 if the System can redeem its investment with the investee at the NAV at the measurement date. If the System can never redeem the investment with the investee at the NAV, it is considered a level 3. If the System can redeem the investment at the NAV at a future date, the System's assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset. Page -64- In accordance with FASB ASC 715-20, the following table represents the Plan’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 31, 2012 and 2011: (Dollars in thousands) Cash and Cash Equivalents Cash Short term investment funds Total cash equivalents Equities: U.S. Large cap U.S. Mid cap International Total equities Fixed income securities: Government issues Corporate bonds High yield bonds and bond funds Total fixed income securities Total Plan Assets (Dollars in thousands) Cash and Cash Equivalents Cash Short term investment funds Total cash equivalents Equities: U.S. Large cap U.S. Mid cap U.S. Small cap International Total equities Fixed income securities: Government issues Corporate bonds High yield bonds and bond funds Total fixed income securities Total Plan Assets Fair Value Measurements at December 31, 2012 Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 24 — $ 24 1,591 1,591 8,075 596 601 9,272 9,296 $ 1,717 1,396 3,125 6,238 7,829 Fair Value Measurements at December 31, 2011 Using: Carrying Value $ 24 $ 1,591 1,615 8,075 596 601 9,272 1,717 1,396 3,125 6,238 17,125 $ Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value 2,563 $ 336 2,899 3,388 326 326 1,739 5,779 1,589 1,078 2,058 4,725 13,403 $ 2,563 — $ 2,563 3,388 326 326 1,739 5,779 8,342 $ 336 336 1,589 1,078 2,058 4,725 5,061 Page -65- $ $ $ The Company expects to contribute $2.0 million to the pension plan during 2013. Estimated Future Payments The following benefit payments, which reflect expected future service, are expected to be paid as follows: Year (In thousands) 2013 2014 2015 2016 2017 Following 5 years b) 401(k) Plan Pension and SERP Payments $ 560,186 606,708 657,058 740,152 900,932 7,103,618 The Company provides a 401(k) plan which covers substantially all current employees. Newly hired employees can elect to participate in the savings plan after completing six months of service. Under the provisions of the savings plan, employee contributions are partially matched by the Bank with cash contributions. Participants can invest their account balances into several investment alternatives. The savings plan does not allow for investment in the Company’s common stock. During the years ended December 31, 2012, 2011 and 2010 the Bank made cash contributions of $263,000, $253,000, and $243,000 respectively. c) Equity Incentive Plan On May 4, 2012 the Bridge Bancorp, Inc. 2012 Stock-Based Incentive Plan (the “2012 Plan”) was approved by the shareholders to provide for the grant of stock-based and other incentive awards to officers, employees and directors of the Company. The plan supersedes the Bridge Bancorp, Inc. Equity Incentive Plan that was approved in 2006 (the “2006 Plan”). The number of shares of Common Stock of Bridge Bancorp, Inc. available for stock-based awards under the 2012 Plan is 525,000 plus 278,385 shares that were remaining under the 2006 Plan. Of the total 803,385 shares of common stock approved for issuance under the Plan, 800,809 shares remain available for issuance at December 31, 2012. The Compensation Committee of the Board of Directors determines awards under the Plan. The Company accounts for this Plan under FASB ASC No. 718 and 505. Page -66- Stock Options The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option-pricing model. No new grants of stock options were awarded during the years ended December 31, 2012, 2011, and 2010. A summary of the status of the Company’s stock options as of December 31, 2012 follows: (Dollars in thousands, except per share amounts) Outstanding, December 31, 2011 Granted Exercised Forfeited Expired Outstanding, December 31, 2012 Vested and Exercisable, December 31, 2012 Range of Exercise Prices Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value 3.44 years 3.44 years $ $ 3 3 25.05 — 15.47 25.28 — 25.32 25.32 Exercise Price 15.47 24.00 25.25 26.55 30.60 Number of Options 54,223 — (1,500) (2,761) — 49,962 49,962 Number of Options 600 4,572 39,659 3,000 2,131 49,962 $ $ $ $ $ $ $ $ $ $ The aggregate intrinsic value for options outstanding and exercisable as of December 31, 2012 is the same because all options are currently vested. A summary of activity related to the stock options follows: December 31, (In thousands) Intrinsic value of options exercised Cash received from options exercised Tax benefit realized from option exercises Weighted average fair value of options granted 2012 2011 2010 $ $ 7 — — — — $ — — — 16 17 6 — There was no compensation expense attributable to stock options in 2012 because all stock options were vested. Compensation expense attributable to stock options was $0 and $41,000 for the years ended December 31, 2011 and 2010, respectively. Restricted Stock Awards A summary of the status of the Company’s shares of unvested restricted stock for the year ended December 31, 2012 follows: Unvested, December 31, 2011 Granted Vested Forfeited Unvested, December 31, 2012 Weighted Average Grant-Date Fair Value $ $ $ $ $ 21.56 19.82 21.46 22.06 21.38 Shares 211,371 21,993 (55,207) (230) 177,927 The 2012 Plan provides for issuance of restricted stock awards. During the year ended December 31, 2012, the Company granted restricted stock awards of 21,993 shares. These shares vest over approximately five years with a third vesting after years three, four and five. During the year ended December 31, 2011, the Company granted restricted stock awards of 68,588 shares. Of the 68,588 shares granted, 5,000 shares vest ratably over three years, 44,588 shares vest over approximately five years with a third vesting after Page -67- years three, four and five and 19,000 shares vest over approximately 7 years with a third vesting after years five, six and seven. During the year ended December 31, 2010, the Company granted restricted stock awards of 43,850 shares. Of the 43,850 shares granted, 29,420 shares vest over five years with a third vesting after years three, four and five and 10,000 shares vest over approximately 7 years with a third vesting after years five, six and seven. The remaining 4,430 vest ratably over approximately five years. Such shares are subject to restrictions based on continued service as employees of the Company or its subsidiaries. Compensation expense attributable to these awards was approximately $1,185,000, $909,000 and $728,000 for the years ended December 31, 2012, 2011, and 2010, respectively. The total fair value of shares vested during the years ended December 31, 2012, 2011 and 2010 was $1,140,000, $774,000 and $280,000, respectively. As of December 31, 2012, there was $2,466,000 of total unrecognized compensation costs related to nonvested restricted stock awards granted under the Plan. The cost is expected to be recognized over a weighted-average period of 3.5 years. Restricted Stock Units In April 2009, the Company adopted a Directors Deferred Compensation Plan. Under the Plan, independent directors may elect to defer all or a portion of their annual retainer fee in the form of restricted stock units. In addition, Directors receive a non-election retainer in the form of restricted stock units. These restricted stock units vest ratably over one year and have dividend rights but no voting rights. In connection with this Plan, the Company recorded expenses of approximately $158,000, $138,000 and $112,000 for the years ended December 31, 2012, 2011 and 2010, respectively. 11. EARNINGS PER SHARE FASB ASC 260-10-45 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”). The restricted stock awards and restricted stock units granted by the Company contain nonforfeitable rights to dividends and therefore are considered participating securities. The two-class method for calculating basic EPS excludes dividends paid to participating securities and any undistributed earnings attributable to participating securities. Prior period EPS figures have been presented in accordance with this accounting guidance. The following is a reconciliation of earnings per share for December 31, 2012, 2011 and 2010: For the Years Ended December 31, (In thousands, except per share data) Net Income Less: Dividends paid on and earnings allocated to participating securities Income attributable to common stock Weighted average common shares outstanding, including participating securities Less: weighted average participating securities Weighted average common shares outstanding Basic earnings per common share Income attributable to common stock Weighted average common shares outstanding Weighted average common equivalent shares outstanding Weighted average common and equivalent shares outstanding Diluted earnings per common share 2012 2011 2010 $ 12,772 $ 10,359 $ 9,166 (243) $ 12,444 $ 10,060 $ 8,923 (299) (328) 8,633 (223) 8,410 1.48 $ 6,712 (193) 6,519 1.54 $ 6,308 (170) 6,138 1.45 $ $ 12,444 $ 10,060 $ 8,923 8,410 1 8,411 1.48 $ 6,519 1 6,520 1.54 $ 6,138 1 6,139 1.45 $ There were 49,362 options outstanding at December 31, 2012 that were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of common stock and were, therefore, antidilutive. The $16.0 million in convertible trust preferred securities outstanding at December 31, 2012, were not included in the computation of diluted earnings per share because the assumed conversion of the trust preferred securities was antidilutive. 12. COMMITMENTS AND CONTINGENCIES AND OTHER MATTERS In the normal course of business, there are various outstanding commitments and contingent liabilities, such as claims and legal actions, minimum annual rental payments under non-cancelable operating leases, guarantees and commitments to extend credit, which are not reflected in the accompanying consolidated financial statements. No material losses are anticipated as a result of these commitments and contingencies. Page -68- a) Leases At December 31, 2012, the Company was obligated to make minimum annual rental payments under non-cancelable operating leases for its premises. Projected minimum rentals under existing leases are as follows: Year (In thousands) 2013 2014 2015 2016 2017 Thereafter Total minimum rentals $ $ 1,658 1,876 1,590 1,446 1,391 11,455 19,416 Certain leases contain rent escalation clauses which are reflected in the amounts listed above. In addition, certain leases provide for additional payments based upon real estate taxes, interest and other charges. Certain leases contain renewal options which are not reflected. Rental expenses under leases for the years ended December 31, 2012, 2011 and 2010 approximated $1.5 million, $1.2 million, and $1.2 million, respectively. b) Loan commitments Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, often including obtaining collateral at exercise of the commitment. The following represents commitments outstanding: December 31, (In thousands) Standby letters of credit Loan commitments outstanding (1) Unused lines of credit Total commitments outstanding 2012 2011 $ $ 3,800 64,336 183,183 251,319 $ $ 3,130 45,841 155,209 204,180 (1) Of the $64.3 million of loan commitments outstanding at December 31, 2012, $21.3 million are fixed rate commitments and $43.0 million are variable rate commitments. c) Other During 2012, the Bank was required to maintain certain cash balances with the Federal Reserve Bank of New York for reserve and clearing requirements. The required cash balance at December 31, 2012 was $1.0 million. During 2012, the Federal Reserve Bank of New York offered higher interest rates on overnight deposits compared to our correspondent banks. Therefore the Bank invested overnight with the Federal Reserve Bank of New York and the average balance maintained during 2012 was $26.1 million. During 2012, 2011 and 2010, the Bank maintained an overnight line of credit with the Federal Home Loan Bank of New York (“FHLB”). The Bank has the ability to borrow against its unencumbered residential and commercial mortgages and investment securities owned by the Bank. At December 31, 2012, the Bank had aggregate lines of credit of $282.5 million with unaffiliated correspondent banks to provide short-term credit for liquidity requirements. Of these aggregate lines of credit, $262.5 million is available on an unsecured basis. As of December 31, 2012, the Bank had $44.5 million of such borrowings outstanding. In March 2001, the Bank entered into a Master Repurchase Agreement with the FHLB whereby the FHLB agrees to purchase securities from the Bank, upon the Bank’s request, with the simultaneous agreement to sell the same or similar securities back to the Bank at a future date. Securities are limited, under the agreement, to government securities, securities issued, guaranteed or collateralized by any agency or instrumentality of the U.S. Government or any government sponsored enterprise, and non-agency AA and AAA rated mortgage-backed securities. At December 31, 2012, there was $487.5 million available for transactions under this agreement. Page -69- The Bank had $12.4 million of securities sold under agreements to repurchase outstanding as of December 31, 2012 (See Note 6). 13. FAIR VALUE FASB ASC No. 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Page -70- Assets and Liabilities Measured on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis are summarized below: Fair Value Measurements at December 31, 2012 Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value (In thousands) Financial Assets: Available for sale securities U.S. GSE securities State and municipal obligations U.S. GSE Residential mortgage-backed securities U.S. GSE Residential collateralized mortgage obligations U.S. GSE Commercial mortgage-backed securities U.S. GSE Commercial collateralized mortgage obligations Non Agency commercial mortgage-backed securities Other Asset backed securities Total available for sale Financial Liabilities: Derivatives (In thousands) Financial Assets: Available for sale securities U.S. GSE securities State and municipal obligations U.S. GSE Residential mortgage-backed securities U.S. GSE Residential collateralized mortgage obligations U.S. GSE Commercial collateralized mortgage obligations Total available for sale 178,452 59,963 20,597 226,446 3,138 9,357 4,989 26,128 529,070 (176) $ $ Fair Value Measurements at December 31, 2011 Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ $ 131,674 54,219 70,984 179,325 5,237 441,439 $ $ $ $ $ 178,452 59,963 20,597 226,446 3,138 9,357 4,989 26,128 529,070 (176) Carrying Value 131,674 54,219 70,984 179,325 5,237 441,439 Page -71- Assets measured at fair value on a non-recurring basis are summarized below: Fair Value Measurements at December 31, 2012 Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ 178 Fair Value Measurements at December 31, 2011 Using: Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $ 1,868 2,300 Carrying Value $ 178 Carrying Value $ 1,868 2,300 (In thousands) Impaired loans (In thousands) Impaired loans Loans held for sale 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 loans are considered level 3 within the fair value hierarchy described in current accounting guidance. Impaired loans with allocated allowance for loan losses at December 31, 2012, had a carrying amount of $0.2 million, which is made up of the outstanding balance of $0.5 million, net of a valuation allowance of $0.3 million. This resulted in an additional provision for loan losses of $0.3 million that is included in the amount reported on the income statement. Impaired loans with allocated allowance for loan losses at December 31, 2011, had a carrying amount of $1.9 million, which is made up of the outstanding balance of $2.1 million, net of a valuation allowance of $0.2 million. This resulted in an additional provision for loan losses of $0.2 million that is included in the amount reported on the income statement. Charge-offs of $0.9 million were incurred on loans transferred to loans held for sale at December 31, 2011. No loans were transferred to loans held for sale in 2012. The Company used the following method and assumptions in estimating the fair value of its financial instruments: Cash and Due from Banks and Federal Funds Sold: Carrying amounts approximate fair value, since these instruments are either payable on demand or have short-term maturities. Cash on hand and non-interest due from bank accounts are Level 1 and interest bearing Cash Due from Banks and Federal Funds Sold are Level 2. Securities Available for Sale and Held to Maturity: The estimated fair values are based on independent dealer quotations on nationally recognized securities exchanges, if available (Level 1). For securities where quoted prices are not available, fair value is based on matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2). Restricted Securities: It is not practicable to determine the fair value of FHLB, ACBB and FRB stock due to restrictions placed on its transferability. Derivatives: Represents an interest rate swap and the estimated fair values are based on valuation models using observable market data as of measurement date (Level 2). Loans: The estimated fair values of real estate mortgage loans and other loans receivable are based on discounted cash flow calculations that use available market benchmarks when establishing discount factors for the types of loans resulting in a Level 3 classification. Exceptions may be made for adjustable rate loans (with resets of one year or less), which would be discounted straight to their rate index plus or minus an appropriate spread. All nonaccrual loans are carried at their current fair value. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price and therefore, while permissible for presentation purposed under ASC 825-10, do not conform with ASC 820-10. Page -72- Impaired Loans: For impaired loans, the Company evaluates the fair value of the loan in accordance with current accounting guidance. For loans that are collateral dependent, the fair value of the collateral is used to determine the fair value of the loan. The fair value of the collateral is determined based upon recent appraised values. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Adjustments may relate to location, square footage, condition, amenities, market rate of leases as well as timing of comparable sales. Such adjustments are generally capped at 15% of appraised value and typically result in a Level 3 classification of the inputs for determining fair value. These adjustments as of December 31, 2012 were not material to the financial statements. The fair value of the loan is compared to the carrying value to determine if any write-down or specific reserve is required. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, the Credit Administration department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value. Management also considers the appraisal values for commercial properties associated with current loan origination activity. Collectively, this information is reviewed to help assess current trends in commercial property values. For each collateral dependent impaired loan, management considers information that relates to the type of commercial property to determine if such properties may have appreciated or depreciated in value since the date of the most recent appraisal. Adjustments to fair value are made only when the analysis indicates a probable decline in collateral values. Loans Held For Sale: Loans held for sale are carried at the lower of cost or fair values. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 3). Deposits: The estimated fair value of certificates of deposits are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for certificates of deposits maturities resulting in a Level 2 classification. Stated value is fair value for all other deposits resulting in a Level 1 classification. Borrowed Funds: The estimated fair value of borrowed funds are based on discounted cash flow calculations that use a replacement cost of funds approach to establishing discount rates for funding maturities resulting in a Level 2 classification. Junior Subordinated Debentures: The estimated fair value is based on estimates using market data for similarly risk weighted items and takes into consideration the convertible features of the debentures into common stock of the Company which is an unobservable input resulting in a Level 3 classification. Accrued Interest Receivable and Payable: For these short-term instruments, the carrying amount is a reasonable estimate of the fair value resulting in a Level 1 or 2 classification. Off-Balance-Sheet Liabilities: The fair value of off-balance-sheet commitments to extend credit is estimated using fees currently charged to enter into similar agreements. The fair value is immaterial as of December 31, 2012 and December 31, 2011. Fair value estimates are made at specific points in time and are based on existing on-and off-balance sheet financial instruments. Such estimates are generally subjective in nature and dependent upon a number of significant assumptions associated with each financial instrument or group of financial instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows, and relevant available market information. Changes in assumptions could significantly affect the estimates. In addition, fair value estimates do not reflect the value of anticipated future business, premiums or discounts that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, or the tax consequences of realizing gains or losses on the sale of financial instruments. Page -73- The estimated fair values and recorded carrying values of the Company’s financial instruments are as follows: Fair Value Measurement at December 31, 2012 Using: Quoted Prices In Active Markets for Identical Assets (Level 1) 46,855 $ — — n/a — — — Carrying Amount $ 46,855 $ 4,394 529,070 2,978 210,735 784,007 5,436 157,248 1,252,074 — 1,252,074 (In thousands) Financial Assets: Cash and due from banks Interest bearing deposits with banks Securities available for sale Securities restricted Securities held to maturity Loans, net Accrued interest receivable Financial Liabilities: Certificates of deposit Demand and other deposits Federal funds purchased and Federal Home Loan Bank overnight borrowings Federal Home Loan Bank term advances Repurchase agreements Junior Subordinated Debentures Derivatives Accrued interest payable 44,500 15,000 12,390 16,002 176 147 44,500 — — — — 1 Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) — $ 4,394 529,070 n/a 213,702 — 2,945 158,764 — — 14,824 13,064 — 176 146 Total 46,855 4,394 529,070 n/a 213,702 807,597 5,436 — $ — — n/a — 807,597 2,491 — 158,764 — 1,252,074 — — — 17,101 — — 44,500 14,824 13,064 17,101 176 147 December 31, (In thousands) Financial Assets: Cash and due from banks Interest bearing deposits with banks Securities available for sale Securities restricted Securities held to maturity Loans, net (including loans held for sale) Accrued interest receivable Financial liabilities: 2011 Carrying Amount Fair Value $ 25,921 53,625 441,439 1,660 169,153 603,606 4,940 $ 25,921 53,625 441,439 n/a 170,952 632,616 4,940 Demand and other deposits Federal funds purchased and Federal Home Loan Bank overnight 1,188,185 1,190,080 borrowings Repurchase agreements Junior subordinated debentures Accrued interest payable — 16,897 16,002 319 — 17,990 16,915 319 Page -74- 14. REGULATORY CAPITAL REQUIREMENTS The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital requirements that involve quantitative measures of the Company’s and Bank’s assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications also are subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes as of December 31, 2012, the Company and the Bank met all capital adequacy requirements. As of December 31, 2012, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. Since that notification, there are no conditions or events that management believes have changed the institution’s category. The Company’s and the Bank’s actual capital amounts and ratios are presented in the following table: Bridge Bancorp, Inc. (Consolidated) As of December 31, (Dollars In thousands) Total Capital (to risk weighted assets) Tier 1 Capital (to risk weighted assets) Tier 1 Capital (to average assets) As of December 31, (Dollars In thousands) 2012 For Capital Adequacy Purposes Actual Amount $ 145,765 132,906 132,906 Ratio Amount 14.2% $ 82,171 12.9% 41,085 8.4% 63,136 Ratio 8.0% 4.0% 4.0% 2011 For Capital Adequacy Purposes Actual Total Capital (to risk weighted assets) Tier 1 Capital (to risk weighted assets) Tier 1 Capital (to average assets) Amount $ 128,226 118,334 118,334 Ratio Amount 16.2% $ 63,228 31,614 15.0% 51,010 9.3% Ratio 8.0% 4.0% 4.0% To Be Well Capitalized Under Prompt Corrective Action Provisions Ratio Amount n/a n/a n/a n/a n/a n/a To Be Well Capitalized Under Prompt Corrective Action Provisions Ratio Amount n/a n/a n/a n/a n/a n/a Page -75- Bridgehampton National Bank As of December 31, (Dollars In thousands) Total Capital (to risk weighted assets) Tier 1 Capital (to risk weighted assets) Tier 1 Capital (to average assets) As of December 31, (In thousands) 2012 For Capital Adequacy Purposes Actual Amount $ 140,487 127,630 127,630 Ratio Amount 13.7% $ 82,155 12.4% 41,077 8.1% 63,132 2011 For Capital Adequacy Purposes Actual To Be Well Capitalized Under Prompt Corrective Action Provisions Ratio Amount 8.0% $ 102,693 61,616 4.0% 78,915 4.0% 10.0% 6.0% 5.0% Ratio To Be Well Capitalized Under Prompt Corrective Action Provisions Ratio Amount Ratio 8.0% $ 4.0% 4.0% 79,016 47,410 63,751 10.0% 6.0% 5.0% Total Capital (to risk weighted assets) Tier 1 Capital (to risk weighted assets) Tier 1 Capital (to average assets) Amount $ 115,383 105,494 105,494 Ratio Amount 14.6% $ 63,213 31,606 13.4% 51,001 8.3% 15. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION Condensed financial information of Bridge Bancorp, Inc. (Parent Company only) follows: Condensed Balance Sheets December 31, (In thousands) ASSETS Cash and cash equivalents Other assets Investment in the Bank Total Assets LIABILITIES AND STOCKHOLDERS’ EQUITY Junior subordinated debentures Other liabilities Total Liabilities Total Stockholders’ Equity Total Liabilities and Stockholders’ Equity Condensed Statements of Income Years ended December 31, (In thousands) Dividends from the Bank Interest expense Non interest expense Income before income taxes and equity in undistributed earnings of the Bank Income tax benefit Income before equity in undistributed earnings of the Bank Equity in undistributed earnings of the Bank Net income 2012 2011 5,203 199 129,277 134,679 16,002 5 16,007 118,672 134,679 $ $ $ $ 13,002 192 110,028 123,222 16,002 233 16,235 106,987 123,222 2012 2011 2010 — $ — $ 1,365 82 (1,447) (466) (981) 13,753 12,772 $ 1,366 69 (1,435) (445) (990) 11,349 10,359 $ 1,700 1,365 43 292 (431) 723 8,443 9,166 $ $ $ $ $ $ Page -76- Condensed Statements of Cash Flows Years ended December 31, (In thousands) Cash flows from operating activities: 2012 2011 2010 Net income Adjustments to reconcile net income to net cash (used in) provided by operating activities: $ 12,772 $ 10,359 $ 9,166 Equity in undistributed earnings of the Bank (Increase) decrease in other assets (Decrease) increase in other liabilities Net cash (used in) provided by operating activities Cash flows from investing activities: Investment in the Bank Cash in lieu of fractional shares for business acquisition Net cash used in investing activities Cash flows from financing activities: Net proceeds from issuance of common stock Net proceeds from exercise of stock options Repurchase of surrendered stock from exercise of stock options and vesting of restricted stock awards Excess tax (expense) benefit from share based compensation Cash dividends paid Net cash provided by (used in) financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 16. OTHER COMPREHENSIVE INCOME (LOSS) (13,753) (7) (227) (1,215) (11,349) 558 198 (234) (8,443) (450) (6) 267 (7,000) — (7,000) (12,000) (3) (12,003) — — — 10,507 — (175) (18) (9,898) 416 28,088 — (128) (16) (6,061) 21,883 (7,799) 13,002 5,203 $ 9,646 3,356 $ 13,002 $ 1,395 17 (37) 11 (5,787) (4,401) (4,134) 7,490 3,356 Other comprehensive income (loss) components and related income tax effects were as follows: Years Ended December 31, (In thousands) Unrealized holding (losses) gains on available for sale securities Reclassification adjustment for gains realized in income Income tax effect Net change in unrealized (loss) gain on available for sale securities Change in fair value of derivatives used for cash flow hedges Reclassification adjustment for gains realized in income Income tax effect Net change in unrealized loss on cash flow hedge Change in post-retirement obligation Income tax effect Net change in post-retirement obligation Total 2012 2011 2010 $ $ (2,321) (2,647) 1,972 (2,996) $ 3,758 (135) (1,438) 2,185 (1,518) (1,303) 1,121 (1,700) (176) — 70 (106) 425 (169) 256 — — — — (2,527) 1,003 (1,524) — — — — (91) 36 (55) $ (2,846) $ 661 $ (1,755) The following is a summary of the accumulated other comprehensive income balances, net of income tax: (In thousands) Unrealized gains on available for sale securities Unrealized losses on cash flow hedges Unrealized losses on pension benefits Total Page -77- Balance as of December 31, 2011 Current Period Change Balance as of December 31, 2012 $ $ 5,734 $ — (3,306) 2,428 $ (2,996) $ (106) 256 (2,486)_$ 2,738 (106) (3,050) (418) 17. QUARTERLY FINANCIAL DATA (UNAUDITED) Selected Consolidated Quarterly Financial Data 2012 Quarter Ended, (In thousands, except per share amounts) Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non interest income Non interest expenses Income before income taxes Income tax expense Net income Basic earnings per share Diluted earnings per share 2011 Quarter Ended, (In thousands, except per share amounts) Interest income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Non interest income Non interest expenses Income before income taxes Income tax expense Net income Basic earnings per share Diluted earnings per share March 31, June 30, September 30, December 31, $ $ $ $ $ $ $ $ 13,298 1,898 11,400 825 10,575 1,953 8,221 4,307 1,368 2,939 0.35 0.35 March 31, 11,596 1,812 9,784 700 9,084 1,454 7,408 3,130 970 2,160 0.34 0.34 $ $ $ $ $ $ $ $ 13,677 1,872 11,805 2,500 9,305 3,800 8,567 4,538 1,475 3,063 0.36 0.36 $ $ $ $ 13,707 $ 1,889 11,818 600 11,218 2,235 8,479 4,974 1,614 3,360 $ 0.39 $ 0.39 $ 13,832 1,896 11,936 1,075 10,861 2,685 8,513 5,033 1,623 3,410 0.39 0.39 June 30, September 30, December 31, 12,333 1,872 10,461 900 9,561 1,825 7,784 3,602 1,126 2,476 0.38 0.38 $ $ $ $ 13,471 $ 1,949 11,522 1,450 10,072 1,766 7,824 4,014 1,241 2,773 $ 0.41 $ 0.41 $ 13,026 1,983 11,043 850 10,193 1,904 7,821 4,276 1,326 2,950 0.42 0.42 Page -78- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Committee Board of Directors Bridge Bancorp, Inc. Bridgehampton, New York We have audited the accompanying consolidated balance sheets of Bridge Bancorp, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012. We also have audited Bridge Bancorp, Inc.’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Bridge Bancorp, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report By Management On Internal Control Over Financial Reporting located in Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on Bridge Bancorp, Inc.’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bridge Bancorp, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Bridge Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). New York, New York March 13, 2013 Crowe Horwath LLP Page -79- Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2012. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the annual report. Report By Management On Internal Control Over Financial Reporting Management 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, 2012. 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, 2012, 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 attestation report on the Company’s internal control over financial reporting. The attestation 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, 2012, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance “Item 1 – Election of Directors,” “Compliance with Section 16 (a) of the Exchange Act,” and “Code of Ethics” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2013, are incorporated herein by reference. Item 11. Executive Compensation “Compensation of Directors,” “Compensation of Executive Officers,” “Report of the Compensation Committee on Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Employment Contracts and Severance Agreements” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2013, are incorporated herein by reference. Page -80- Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters “Beneficial Ownership” and “Item 1 – Election of Directors”, set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2013, are incorporated herein by reference. Set forth below is certain information as of December 31, 2012, regarding the Company’s equity compensation plans that have been approved by stockholders. Equity Compensation Plan approved by Stockholders 1996 Equity Incentive Plan 2006 Equity Incentive Plan 2012 Equity Incentive Plan Total Number of securities to be Issued upon Exercise of outstanding options and awards Weighted Average Exercise Price with respect to Outstanding Stock Options Number of Securities Remaining Available for Issuance under the Plan 10,303 241,430 — 251,733 $ $ $ 25.61 25.25 — 25.32 — — 800,809 800,809 Item 13. Certain Relationships and Related Transactions, and Director Independence “Certain Relationships and Related Transactions”, and “Director Nominations” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2013, is incorporated herein by reference. Item 14. Principal Accountant Fees and Services “Item 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm” “Fees Paid to Crowe Horwath,” and “Policy on Audit Committee Pre-approval of Audit and Non-audit Services of Independent Registered Public Accounting Firm” set forth in the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 3, 2013, is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following Consolidated Financial Statements, including notes thereto, and financial schedules of the Company, required in response to this item are included in Part II, Item 8. 1. Financial Statements Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 2. Financial Statement Schedules Page No. 36 37 38 39 40 41 79 Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto under Item 8, “Financial Statements and Supplementary Data.” 3. Exhibits. See Index of Exhibits on page 83. Page -81- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 13, 2013 March 13, 2013 March 13, 2013 BRIDGE BANCORP, INC. Registrant /s/ Kevin M. O’Connor Kevin M. O’Connor President and Chief Executive Officer /s/ Howard H. Nolan Howard H. Nolan Senior Executive Vice President and Chief Financial Officer /s/ Sarah K. Quinn Sarah K. Quinn Vice President, Controller and Principal Accounting Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 March 13, 2013 ,Director ,Director ,Director ,Director ,Director ,Director ,Director ,Director ,Director ,Director /s/ Marcia Z. Hefter Marcia Z. Hefter /s/ Dennis A. Suskind Dennis A. Suskind /s/ Kevin M. O’Connor Kevin M. O’Connor /s/ Emanuel Arturi Emanuel Arturi /s/ Antonia M. Donohue Antonia M. Donohue /s/ Charles I. Massoud Charles I. Massoud /s/ Albert E. McCoy Jr. Albert E. McCoy Jr. /s/ Howard H. Nolan Howard H. Nolan /s/ Rudolph J. Santoro Rudolph J. Santoro /s/ Thomas J. Tobin Thomas J. Tobin Page -82- EXHIBIT INDEX Exhibit Number Description of Exhibit Exhibit 2.1 3.1 3.1(i) 3.1(ii) 3.2 10.1 10.2 10.3 10.5 10.6 23 31.1 31.2 32.1 101 101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF Agreement and Plan of Merger and among Bridge Bancorp, Inc., The Bridgehampton National Bank and Hamptons State Bank (incorporated by reference to Registrant’s Form 8- K, File No. 0-18546, filed February 10, 2011) Certificate of Incorporation of the registrant (incorporated by reference to Registrant’s amended Form 10, File No. 0-18546, filed October 15, 1990) Certificate of Amendment of the Certificate of Incorporation of the Registrant (incorporated by reference to Registrant’s Form 10, File No. 0-18546, filed August 13, 1999) Certificate of Amendment of the Certificate of Incorporation of the Registrant (incorporated by reference to Registrant’s Definitive Proxy Statement, File No. 0-18546, filed November 18, 2008) Revised By-laws of the Registrant (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed December 17, 2007) Amended and Restated Employment Contract - Thomas J. Tobin (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed October 9, 2007) Amended and Restated Employment Contract – Howard H. Nolan (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed June 27, 2012) Employment Contract – Kevin M. O’Connor (incorporated by reference to Registrant’s Form 8-K, File No. 0-18546, filed October 9, 2007) Equity Incentive Plan (incorporated by reference to Registrant’s Form S-8, File No. 0-18546, filed August 14, 2006) Supplemental Executive Retirement Plan (Revised for 409A) (incorporated by reference to Registrant’s Form 10-K, File No. 0-18546, filed March 14, 2008) * * * * * * * * * * Consent of Independent Registered Public Accounting Firm Certification of Principal Executive Officer pursuant to Rule 13a-14(a) Certification of Principal Financial Officer pursuant to Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a- 14(b) and U.S.C. Section 1350 The following financial statements from Bridge Bancorp, Inc.’s Annual Report on Form 10-K for the Year Ended December 31, 2012, filed on March XX, 2013, formatted in XBRL: (i) Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010, and (vi) the Notes to Consolidated Financial Statements. (1) XBRL Instance Document (1) XBRL Taxonomy Extension Schema Document (1) XBRL Taxonomy Extension Calculation Linkbase Document (1) XBRL Taxonomy Extension Labels Linkbase Document (1) XBRL Taxonomy Extension Presentation Linkbase Document (1) XBRL Taxonomy Extension Definitions Linkbase Document (1) (1) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. * Denotes incorporated by reference. Page -83- EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-3 and S-8 (File Numbers: 333-136600, 333- 185646, and 333-182373) of Bridge Bancorp, Inc. of our report dated March 13, 2013 with respect to the consolidated financial statements of Bridge Bancorp, Inc. and the effectiveness of internal control over financial reporting, which report appears in this Annual Report on Form 10-K of Bridge Bancorp, Inc. for the year ended December 31, 2012. New York, New York March 13, 2013 Crowe Horwath LLP Page -84- EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) I, Kevin M. O’Connor, certify that: 1) 2) 3) 4) I have reviewed this annual report on Form 10-K of Bridge Bancorp, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 13, 2013 /s/ Kevin M. O’Connor Kevin M. O’Connor President and Chief Executive Officer Page -85- EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) I, Howard H. Nolan, certify that: 1) 2) 3) 4) I have reviewed this annual report on Form 10-K of Bridge Bancorp, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) b) c) d) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 13, 2013 /s/ Howard H. Nolan Howard H. Nolan Senior Executive Vice President and Chief Financial Officer Page -86- This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing. EXHIBIT 32.1 CERTIFICATION PURSUANT TO RULE 13A-14(B) 18 U.S.C. SECTION 1350, As adopted pursuant to SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Bridge Bancorp, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on March 13, 2013, (the “Report”), we, Kevin M. O’Connor, President and Chief Executive Officer of the Company and, Howard H. Nolan, Senior Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 13, 2013 /s/ Kevin M. O’Connor Kevin M. O’Connor President and Chief Executive Officer /s/ Howard H. Nolan Howard H. Nolan Senior Executive Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to Bridge Bancorp, Inc. and will be retained by Bridge Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. Page -87- 

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