XML 43 R28.htm IDEA: XBRL DOCUMENT v3.3.1.900
BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

20. BUSINESS COMBINATIONS

 

On June 19, 2015, the Company acquired Community National Bank (“CNB”) at a purchase price of $157.5 million, issued an aggregate of 5.647 million Bridge Bancorp common shares in exchange for all the issued and outstanding common stock of CNB and recorded goodwill of $89.0 million, which is not deductible for tax purposes. At acquisition, CNB had total acquired assets on a fair value basis of $899.9 million, with loans of $734.0 million, investment securities of $90.1 million and deposits of $786.9 million. The transaction expanded the Company’s geographic footprint across Long Island including Nassau County, Queens and into New York City. It complements the Bank’s existing branch network and enhances asset generation capabilities. The expanded branch network allows the Bank to serve a greater portion of the Long Island and metropolitan marketplace through a network of 40 branches.

 

The acquisition was accounted for under the acquisition method of accounting in accordance with FASB ASC 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. The operating results of the Company for the year ended December 31, 2015 include the operating results of CNB since the acquisition date of June 19, 2015.

 

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

 

(In thousands)   As Initially
Reported
    Measurement Period
Adjustments
    As Adjusted  
(In thousands, except per share amounts)                  
Cash and due from banks   $ 24,628     $     $ 24,628  
Securities     90,109             90,109  
Loans     736,348       (2,362 )     733,986  
Bank Owned Life Insurance     21,445             21,445  
Premises and equipment     6,398             6,398  
Other intangible assets     6,698             6,698  
Other assets     14,484       2,182       16,666  
Total Assets Acquired   $ 900,110     $ (180 )   $ 899,930  
                         
Deposits   $ 786,853             786,853  
Federal Home Loan Bank term advances     35,581             35,581  
Other liabilities and accrued expenses     5,647       3,341       8,988  
Total Liabilities Assumed   $ 828,081     $ 3,341     $ 831,422  
                         
Net Assets Acquired     72,029       (3,521 )     68,508  
Consideration Paid     157,503             157,503  
Goodwill Recorded on Acquisition   $ 85,474     $ 3,521     $ 88,995  

 

The above fair values are final with the exception of loans, premises and equipment, other assets, other liabilities and accrued expenses which are subject to adjustment as the Company finalizes fair value assessments. In accordance with FASB ASC 805-10 (Subtopic 25-15), the Company has up to one year from date of acquisition to complete this assessment.

 

The following table presents selected unaudited pro forma financial information reflecting the Merger assuming it was completed as of January 1, 2015 and January 1, 2014. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the Merger actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full fiscal year period.

 

The unaudited pro forma information, for the years ended December 31, 2015 and 2014, set forth below reflects the adjustments related to estimated amortization and accretion of purchase accounting fair value adjustments related to interest income on loans and investments, interest expense on time deposits and borrowings, unfavorable leases, SBA loan servicing rights, and core deposit and other intangibles. In the table below, merger-related expenses of $11.8 million and $1.3 million were excluded from pro forma non-interest expenses for the year ended December 31, 2015 and 2014, respectively. Additionally, the unaudited pro forma information does not reflect management’s estimate of any revenue enhancement opportunities or anticipated cost savings:

 

    Pro Forma for the Year  
Unaudited   Ended December 31,  
(In thousands, except per share amounts)   2015     2014  
Net Interest Income   $ 129,538     $ 102,400  
                 
Net income   $ 35,856     $ 20,089  
                 
Basic earnings per share   $ 2.06     $ 1.90  
                 
Diluted earnings per share   $ 2.06     $ 1.90  

 

On February 14, 2014, the Company acquired FNBNY resulting in the addition of total acquired assets on a fair value basis of $211.9 million, with loans of $89.7 million, investment securities of $103.2 million and deposits of $169.9 million.

 

The acquisition was accounted for under the acquisition method of accounting in accordance with FASB ASC 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed were recorded at their respective acquisition date fair values, and identifiable intangible assets were recorded at fair value. The operating results of the Company include the operating results of FNBNY since the acquisition date of February 14, 2014.

 

The following table summarizes the finalized fair value of the assets acquired and liabilities assumed:

 

(In thousands)   February 14, 2014  
(In thousands, except per share amounts)      
Cash and due from banks   $ 1,883  
Interest earning deposits with banks     1,044  
Securities     103,192  
Loans     89,714  
Premises and equipment     1,787  
Core deposit intangible     951  
Other assets     13,378  
Total Assets Acquired   $ 211,949  
         
Deposits     169,873  
Federal Home Loan Bank term advances     39,282  
Unsecured debt     1,450  
Other liabilities and accrued expenses     2,620  
Total Liabilities Assumed   $ 213,225  
         
Net Assets Acquired/(Liabilities Assumed)     (1,276 )
Consideration Paid     6,140  
Goodwill Recorded on Acquisition   $ 7,416