<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended June 30, 1996
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the transition period from to
-------------------------
COMMISSION FILE NUMBER: 000-18546
-------------------------
BRIDGE BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
NEW YORK
(State or other jurisdiction of
incorporation or organization)
2488 MONTAUK HIGHWAY
BRIDGEHAMPTON, NEW YORK
(Address of principal executive offices)
11932
(Zip Code)
11-2934195
(IRS Employer Identification Number)
(516) 537-1000
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as the latest practicable date: 480,000 shares of common stock as
of August 8, 1996.
<PAGE>
BRIDGE BANCORP, INC.
INDEX
Part 1. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
Unaudited Consolidated Statements of Condition as of June 30,
1996 and December 31, 1995
Unaudited Consolidated Statements of Income for the three months and six
months ended June 30, 1996 and June 30, 1995
Unaudited Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1995
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8K
SIGNATURES
<PAGE>
<TABLE>
<CAPTION>
Part 1. Financial Information
Item 1. Financial Statements
BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands)
June 30 December 31
1996 1995
------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $10,370 $7,404
Interest earning deposits with banks $750 $76
Federal funds sold $6,725 -
---------------------
Total cash and cash equivalents $17,845 $7,480
Investment in debt and equity securities, net:
Securities available for sale, at fair value $57,288 $52,689
Securities held to maturity (fair value of $2,246
and $6,425 respectively) $2,246 $6,425
---------------------
Total investment in debt and equity securities, net $59,534 $59,114
Loans $113,399 $111,480
Less:
Allowance for possible loan losses $1,017 $1,038
---------------------
Loans, net $112,382 $110,442
Banking premises and equipment, net $4,776 $3,775
Other real estate owned $235 $235
Accrued interest receivable $1,327 $1,524
Deferred income taxes $377 $67
Other assets $1,904 $1,433
---------------------
TOTAL ASSETS $198,380 $184,070
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $48,386 $44,291
Savings, NOW, and money market deposits $69,569 $61,518
Certificates of deposit of $100,000 or more $17,867 $14,256
Other time deposits $44,341 $46,079
---------------------
Total deposits $180,163 $166,144
Accrued interest on depositors' accounts $1,782 $1,474
Other liabilities and accrued expenses $861 $1,032
Total Liabilities $182,806 $168,650
=====================
Stockholders' equity:
Common stock, par value $5.00 per share:
Authorized: 1,500,000 shares; issued and out-
standing 480,000 shares. $2,400 $2,400
Surplus $600 $600
Undivided profits $13,090 $12,068
Less: Net unrealized (depreciation) appreciation in
Securities Available for sale, net of tax ($87) $352
Treasury Stock at cost, 7520 shares ($429) -
---------------------
Total Stockholders' Equity $15,574 $15,420
Commitments and contingencies - -
---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $198,380 $184,070
=====================
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Interest income:
Loans (including fee income) $2,782 $2,574 $5,520 $4,881
Deposits with banks 1 - 2 -
Federal funds sold 86 32 176 95
U.S. Treasury and government agency securities 311 301 573 591
State and municipal obligations 200 269 423 541
Other securities 11 13 21 24
Mortgage-backed securities 387 420 753 867
----- ----- ----- -----
Total interest income 3,778 3,609 7,468 6,999
----- ----- ----- -----
Interest expense:
Savings, N.O.W. and money market deposits 398 388 776 797
Certificates of deposit of $100,000 or more 237 430 481 831
Other time deposits 617 572 1,256 1,022
Other borrowed money 2 19 3 22
----- ----- ----- -----
Total interest expense 1,254 1,409 2,516 2,672
----- ----- ----- -----
Net interest income 2,524 2,200 4,952 4,327
Provision for possible loan losses 45 45 121 90
----- ----- ----- -----
Net interest income after provision for
possible loan losses 2,479 2,155 4,831 4,237
----- ----- ----- -----
Other income:
Service charges on deposit accounts 194 198 335 354
Net securities gains 14 31 14 31
Mortgage banking activities 162 59 276 111
Other operating income 269 163 447 270
----- ----- ----- -----
Total other income 639 451 1,072 766
----- ----- ----- -----
Other expenses:
Salaries and employee benefits 990 843 1,976 1,687
Net occupancy expense 130 134 283 278
Furniture and fixture expense 123 108 243 202
Other operating expenses 751 723 1,400 1,394
----- ----- ----- -----
Total other expenses 1,994 1,808 3,902 3,561
----- ----- ----- -----
Income before provision for income taxes 1,124 798 2,001 1,442
Provision for income taxes 391 245 671 424
----- ----- ------ -----
Net income $733 $553 $1,330 $1,018
===== ===== ====== ======
Earnings per common share $1.54 $1.15 $2.78 $2.12
===== ===== ===== =====
</TABLE>
See accompanying notes to the unaudited cons. fin. state.
<PAGE>
<TABLE>
<CAPTION>
BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30
1996 1995
-----------------------
<S> <C> <C>
Operating activities:
Net Income $1,330 $1,018
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for possible loan losses 121 90
Depreciation and amortization 205 194
Accretion of discounts (42) (34)
Amortization of premiums 226 223
Net securities gains (14) (31)
Loss on sale of other real estate owned - 29
(Increase) in accrued interest receivable 197 (66)
(Increase) in other assets (471) 595
Increase in accrued and other liabilities 358 220
----- -----
Net cash provided by operating activites 1,910 2,238
===== =====
Investing activities:
Purchases of securities available for sale (31,175) (3,845)
Purchases of securities held to maturity (165) (2,966)
Proceeds from sales of securities available for sale 14,434 3,029
Proceeds from maturing securities available for sale 7,805 2
Proceeds from maturing securities held to maturity 3,681 6,999
Proceeds from principal payments on mortgage-backed securities 4,080 2,269
Net increase in loans (2,061) (14,834)
Proceeds from sales of other real estate owned - 518
Purchases of banking premises and equipment, net of deletions (1,206) (1,040)
------- -------
Net cash used by investing activities (4,607) (9,868)
======= =======
Financing activities:
Net increase in deposits 14,019 13,156
Decrease in other borrowings - (1,800)
Payment for purchase of treasury stock (429) -
Cash dividends paid (528) (432)
----- -----
Net cash provided by financing activities 13,062 10,924
====== ======
Increase in cash and cash equivalents 10,365 3,294
Cash and cash equivalents beginning of period 7,480 7,511
----- -----
Cash and cash equivalents end of period $17,845 $10,805
======= =======
Supplemental information-Cash Flows:
Cash paid for:
Interest $2,214 $2,672
Income taxes $512 $439
Noncash investing and financing activities:
Additions to other real estate owned - -
</TABLE>
See accompanying notes to the unaudited consolidated financial statements
BRIDGE BANCORP, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
1. Basis of Financial Statement Presentation
The accompanying unaudited consolidated financial statements include the
accounts of Bridge Bancorp, Inc. (the Registrant or Company) and its
wholly-owned subsidiary, The Bridgehampton National Bank (the Bank). The
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In preparing the interim financial statements, management has made estimates and
assumptions that affect the reported amounts of assets and liabilities and the
revenue and expense for the reported periods. Actual future results could differ
significantly from these estimates. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results are not necessarily
indicative of the results that may be expected for the year ended December 31,
1996. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1995.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Financial Condition
- -------------------
The assets of the Registrant totaled $198,380,000 at June 30, 1996, an increase
of $ 14,310,000 or 7.8% from the year end. This increase mainly resulted from
the increase in cash and cash equivalents of $10,365,000 caused by normal
fluctuations. Continued construction of the Registrant's new office facility
resulted in an increase in Bank premises and equipment of $1,001,000 in the
first six months of 1996 as these construction costs are capitalized. The source
of funds for the increase in assets was derived from an increase in deposits of
$14,019,000 or 8.4%.
Total stockholders' equity was $15,574,000 at June 30, 1996, an increase of 1.0%
over December 31, 1995. The increase of $154,000 was the result of undistributed
net income for the six month period ended June 30, 1996, of $1,022,000 less the
net change in unrealized appreciation in securities available for sale, net of
tax, of $439,000; and the purchase of 7520 shares of treasury stock at a cost of
$429,000 or $57 per share. The decrease in securities available for sale is
directly attributable to changes in interest rates. Management determined such
depreciation to be temporary, and does not expect future sales to result in
material loss with regards to results of operations.
Results of Operations
- ---------------------
During the first six months of 1996, the Registrant earned net income of
$1,330,000 or $2.78 per share as compared with $1,018,000 or $2.12 per share for
the same period in 1995. Net income for the three month period ended June 30,
1996 was $733,000 or $1.54 per share compared to $553,000 or $1.15 per share for
the same period in 1995. Highlights for the six months ended June 30, 1996
include: (i) a $625,000 or 14.4% increase in net interest income; (ii) a
$306,000 or 40.0% increase in total other income; and (iii) a $341,000 or 9.6%
increase in total other expenses.
Net income for the first six months of 1996 reflects annualized returns of
17.13% on average total stockholders' equity and 1.38% on average total assets
as compared to the corresponding figures for the preceding calendar year of
14.90% on average total stockholders' equity and 1.11% on average total assets.
Net interest income, the primary source of income, increased by $625,000 or
14.5% for the current six month period over the same period last year. The
increase resulted from an increase in average total interest earning assets from
$173,367,000 in the first six months of 1995 to $177,603,000 for the comparable
period in 1996, a 2.4% increase.
<PAGE>
An increase in the net yield on average earning assets from 5.0% for the period
ended June 30, 1995 to 5.6% for the same period in 1996 also attributed to the
increase in net interest income. The increase in the net yield on average
interest earning assets was due to an increase in the average yield on assets
from 8.1% for the period ended June 30, 1995 to 8.4% for the same period this
year. The average cost of liabilities decreased from 4.0% to 3.8% from the same
period last year.
A $121,000 provision for possible loan losses was made during the six month
period ended June 30, 1996, compared to a $90,000 provision for the same period
in 1995. The allowance for possible loan losses decreased to $1,017,000 at June
30, 1996, as compared to $1,038,000 at December 31, 1995. As a percentage of
loans the allowance was 0.90% at June 30, 1996 and .93% at December 31, 1995.
The allowance as a percentage of nonperforming loans (including loans past due
90 days or more and still accruing) was 1142.7% at June 30, 1996 compared to
204.3% at December 31, 1995. The allowance reflects management's evaluation of
classified loans, charge-off trends, concentrations of credit and other
pertinent factors. It also reflects input from the Bank's 1995 examination by
the Office of the Comptroller of the Currency and outside loan review
consultants.
Total other income increased during the six month period ended June 30, 1996 by
$306,000 or 40.0% over the same period last year. The increase was the result of
mortgage banking activities totalling $276,000, an increase of $165,000 or
148.7% over the same period last year. The increase is caused by the Bank's
efforts to further penetrate the mortgage market. Other operating income
increased $177,000 or 65.6% over the same period last year mainly as the result
of recoveries on nonperforming loans.
Total other expenses increased during the six month period ended June 30, 1996
by $6,000 or .4% over the same period last year. A decrease in the FDIC
assessment by $142,000 or 83.2% was offset by the following increases: (i) a
loss of $65,000 principally resulting from the settlement of a lawsuit involving
a dispute over signing authority on a partnership account which arose out of the
normal conduct of business; (ii) increase in advertising expense of $44,000 or
87.2% resulting from the creative development costs of a new advertising
campaign; and (iii) increase in legal expenses by $37,000
primarily resulting from costs relative to the adoption and set up of the
Registrant's equity incentive plan.
The provision for income taxes increased during the six month period ended June
30, 1996 by $247,000 or 58.3% over the same period last year. The increase
reflects the growth in income before income taxes.
<PAGE>
Part II Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the Registrant's annual meeting held on April 30, 1996, the Bridge Bancorp
Inc. Equity Incentive Plan (the Plan) was approved by the stockholders to
provide for the grant of options to purchase shares of Common Stock of Bridge
Bancorp Inc. (the Company) and the award of shares of Common Stock as a bonus,
which shares may be subject to restrictions based on continued service or
performance, to employees of the Company and of any subsidiary of the Company.
As of June 30, 1996, there were approximately 85 employees of the Company and
its subsidiary who were eligible to participate in the Plan. Shares voted for
the proposal totalled 358,014; shares voted against the proposal totalled
41,577; abstentions totalled 36,668; and broker non votes totalled 14,009 .
Shares voted totalled 436,259 or 90.9% of total outstanding shares.
Item 6 Exhibits and Reports on Form 8K
On May 13, 1996 the Registrant filed a Form 8K relative to the purchase of 7520
shares or 1.6% of its outstanding common stock to be held as treasury stock.
<PAGE>
In accordance with the requirement of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BRIDGE BANCORP, INC.
Date: August 12, 1996 Thomas J. Tobin
---------------
Thomas J. Tobin
President and Chief Executive Officer
Date: August 12, 1996 Christopher Becker
------------------
Christopher Becker
Vice President and Treasurer
<PAGE>
August 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Filing Desk
Mall Stop 1-H
Washington, DC 20549-1004
Dear Sirs:
Pursuant to regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of Bridge Bancorp, Inc. (the "Company")
is the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
June 30, 1996.
This filing is being effected by direct transmission to the Commission's
EDGAR System.
Sincerely,
CHRISTOPHER BECKER
Vice President & Treasurer
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000846617
<NAME> Bridge Bancorp, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Jun-30-1996
<CASH> 10,370
<INT-BEARING-DEPOSITS> 750
<FED-FUNDS-SOLD> 6,725
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 57,288
<INVESTMENTS-CARRYING> 2,246
<INVESTMENTS-MARKET> 2,246
<LOANS> 113,399
<ALLOWANCE> 1,017
<TOTAL-ASSETS> 198,380
<DEPOSITS> 180,163
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,643
<LONG-TERM> 0
0
0
<COMMON> 2,400
<OTHER-SE> 429
<TOTAL-LIABILITIES-AND-EQUITY> 198,380
<INTEREST-LOAN> 5,520
<INTEREST-INVEST> 1,770
<INTEREST-OTHER> 178
<INTEREST-TOTAL> 7,468
<INTEREST-DEPOSIT> 2,513
<INTEREST-EXPENSE> 2,516
<INTEREST-INCOME-NET> 4,952
<LOAN-LOSSES> 121
<SECURITIES-GAINS> 14
<EXPENSE-OTHER> 3,902
<INCOME-PRETAX> 2,001
<INCOME-PRE-EXTRAORDINARY> 2,001
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,330
<EPS-PRIMARY> 2.78
<EPS-DILUTED> 0
<YIELD-ACTUAL> 5.00
<LOANS-NON> 89
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<ALLOWANCE-OPEN> 1,038
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</TABLE>
