<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, 1997
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)
2200 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 of the latest practicable date: 1,407,999 shares of common
stock as of August 13, 1997.
<PAGE>
BRIDGE BANCORP, INC.
INDEX
Part 1. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
Unaudited Consolidated Statements of Condition as of June 30,
1997 and December 31, 1996
Unaudited Consolidated Statements of Income for the three months and six
months ended June 30, 1997 and 1996
Unaudited Consolidated Statements of Cash Flows for the six
months ended June 30, 1997 and 1996
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>
Part 1. Financial Information
Item 1. Financial Statements
BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
- ------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks ....................................... $ 14,334 $ 12,247
Interest earning deposits with banks .......................... 98 68
Federal funds sold ............................................ 8,000 1,250
--------- ---------
Total cash and cash equivalents ........................ 22,432 13,565
Investment in debt and equity securities, net:
Securities available for sale, at fair value ............... 61,426 57,779
Securities held to maturity (fair value of $5,037
and $6,273 respectively) ................................... 5,034 6,262
--------- ---------
Total investment in debt and equity securities, net .... 66,460 64,041
Loans ......................................................... 123,166 118,881
Less:
Allowance for possible loan losses .......................... 1,309 1,238
--------- ---------
Loans, net ............................................. 121,857 117,643
Banking premises and equipment, net ........................... 8,039 6,773
Accrued interest receivable ................................... 1,425 1,343
Deferred income taxes ......................................... 117 51
Other assets .................................................. 2,350 1,198
--------- ---------
TOTAL ASSETS .................................................. $ 222,680 $ 204,614
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits ............................................... $ 60,566 $ 50,464
Savings, NOW, and money market deposits ....................... 71,817 73,791
Certificates of deposit of $100,000 or more ................... 25,972 18,251
Other time deposits ........................................... 42,942 42,341
--------- ---------
Total deposits ........................................ 201,297 184,847
Accrued interest on depositors' accounts ...................... 1,075 1,537
Other liabilities and accrued expenses ........................ 1,453 1,304
--------- ---------
Total Liabilities ..................................... 203,825 187,688
--------- ---------
Stockholders' equity:
Common stock, par value $5.00 per share:
Authorized: 6,500,000 shares; issued and outstanding
1,407,999 shares at 6/30/97 and 1,407,600 shares at 12/31/96 7,202 7,200
Surplus ..................................................... 607 600
Undivided profits ........................................... 11,301 9,287
Less: Net unrealized appreciation in securities
available for sale, net of tax ......................... 366 460
Treasury Stock at cost, 32,400 shares .................. (621) (621)
--------- ---------
Total Stockholders' Equity ............................ 18,855 16,926
Commitments and contingencies
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................... $ 222,680 $ 204,614
========= =========
See accompanying notes to the unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Loans (including fee income) ........................ $2,999 $2,782 $5,920 $5,520
Deposits with banks ................................. 2 1 3 2
Federal funds sold .................................. 87 86 164 176
U.S. Treasury and government agency securities ...... 298 311 592 573
State and municipal obligations ..................... 266 200 518 423
Other securities .................................... 18 11 34 21
Mortgage-backed securities .......................... 496 387 947 753
------ ------ ------ ------
Total interest income ............................. 4,166 3,778 8,178 7,468
------ ------ ------ ------
Interest expense:
Savings, N.O.W. and money market deposits ........... 405 398 800 776
Certificates of deposit of $100,000 or more ......... 390 237 769 481
Other time deposits ................................. 533 617 1,084 1,256
Other borrowed money ................................ 42 2 55 3
------ ------ ------ ------
Total interest expense ............................ 1,370 1,254 2,708 2,516
------ ------ ------ ------
Net interest income ................................... 2,796 2,524 5,470 4,952
Provision for possible loan losses .................... 60 45 120 121
------ ------ ------ ------
Net interest income after provision for
possible loan losses ................................ 2,736 2,479 5,350 4,831
------ ------ ------ ------
Other income:
Service charges on deposit accounts ................. 204 194 380 335
Mortgage banking activities ......................... 256 162 498 276
Gain on sale of building ............................ 1,405 -- 1,405 --
Net securities gains ................................ -- 14 -- 14
Other operating income .............................. 189 269 309 447
------ ------ ------ ------
Total other income ................................ 2,054 639 2,592 1,072
------ ------ ------ ------
Other expenses:
Salaries and employee benefits ...................... 1,126 990 2,226 1,976
Net occupancy expense ............................... 184 130 322 283
Furniture and fixture expense ....................... 134 123 267 243
Other operating expenses ............................ 776 751 1,426 1,400
------ ------ ------ ------
Total other expenses .............................. 2,220 1,994 4,241 3,902
------ ------ ------ ------
Income before provision for income taxes .............. 2,570 1,124 3,701 2,001
Provision for income taxes ............................ 960 391 1,334 671
------ ------ ------ ------
Net income ............................................ $1,610 $ 733 $2,367 $1,330
====== ====== ====== ======
Basic earnings per share .............................. $ 1.14 $ 0.51 $ 1.68 $ 0.93
====== ====== ====== ======
See accompanying notes to the unaudited consolidated financial statements. All
per share amounts have been adjusted to reflect the effects of the split.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six months ended June 30,
1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net Income ................................................... $ 2,367 $ 1,330
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for possible loan losses ....................... 120 121
Depreciation and amortization ............................ 244 205
Accretion of discounts ................................... (32) (42)
Amortization of premiums ................................. 61 226
Gain on the sale of building ............................. (1,404) --
Net securities gains ..................................... -- (14)
Increase in accrued interest receivable .................. (82) 197
Increase in other assets ................................. (1,152) (471)
Increase in accrued and other liabilities ................ 15 358
-------- --------
Net cash provided by operating activities ...................... 137 1,910
-------- --------
Investing activities:
Purchases of securities available for sale ................... (8,949) (31,175)
Purchases of securities held to maturity ..................... (1,737) ( 165)
Proceeds from sales of securities available for sale ......... 1,542 14,434
Proceeds from maturing securities available for sale ......... 1,800 7,805
Proceeds from maturing securities held to maturity ........... 2,965 3,681
Proceeds from principal payments on mortgage-backed securities 1,770 4,080
Proceeds from sale of building ............................... 1,554 --
Net increase in loans ........................................ (4,334) (2,061)
Purchases of banking premises and equipment, net of deletions (1,659) (1,206)
-------- --------
Net cash used by investing activities .......................... (7,048) (4,607)
-------- --------
Financing activities:
Net increase in deposits ..................................... 16,450 14,019
Payment for purchase of treasury stock ....................... -- ( 429)
Net proceeds from issuance of restricted common stock
issued pursuant to equity incentive plan .............. 8 --
Cash dividends paid .......................................... (680) (528)
-------- --------
Net cash provided by financing activities ...................... 15,778 13,062
-------- --------
Increase in cash and cash equivalents .......................... 8,867 10,365
Cash and cash equivalents beginning of period .................. 13,565 7,480
-------- --------
Cash and cash equivalents end of period ........................ $ 22,432 $ 17,845
======== ========
Supplemental information-Cash Flows:
Cash paid for:
Interest ................................................... $ 3,169 $ 2,214
Income taxes ............................................... $ 813 $ 512
Noncash investing and financing activities:
See accompanying notes to the unaudited consolidated financial statements.
</TABLE>
<PAGE>
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,
1997. 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, 1996.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Financial Condition
- -------------------
The assets of the Registrant totaled $222,680,000 at June 30, 1997, an increase
of $18,066,000 or 8.8% from the year end. This increase mainly resulted from an
increase in cash and cash equivalents of $8,867,000 caused by deposit growth.
Net loans grew 3.6% or $4,214,000. Capitalized construction costs attributable
to the Registrant's new main office facility were primarily the reason for a net
increase in the Bank premises and equipment of $1,266,000 in the first six
months of 1997. The source of funds for the increase in assets was derived from
an increase in deposits of $16,450,000 or 8.9%.
Total stockholders' equity was $18,855,000 at June 30, 1997, an increase of
11.4% over December 31, 1996. The increase of $1,929,000 was the result of
undistributed net income for the six month period ended June 30, 1997, of
$2,367,000, less dividends declared of $352,00; less the net decrease in
unrealized appreciation in securities available for sale, net of tax, of
$94,000; and the proceeds of the issuance of shares of restricted common stock
of $8,000 pursuant to the equity incentive plan. The decrease in securities
available for sale is directly attributable to changes in interest rates.
Stock Split
- -------------------
On April 15, 1997, the Board of Directors declared a three-for-one stock split
in the form of a stock dividend payable May 30, 1997 to stockholders of record
as of May 1, 1997. The stock split increased outstanding common shares from
469,333 to 1,407,999 shares. Stockholders equity has been restated to give
retroactive recognition to the stock split for all periods presented by
reclassifying from undivided profits to common stock the par value of the
additional shares arising from the stock split. In addition, all references in
the unaudited Consolidated Financial Statements and Notes thereto to the number
of shares, per-share amounts, and market prices of the common stock have been
restated giving retroactive recognition to the stock split.
Results of Operations
- ---------------------
During the first six months of 1997, the Registrant earned net income of
$2,367,000 or $1.68 per share as compared with $1,330,000 or $.93 per share for
the same period in 1996. Net income for the three month period ended June 30,
1997 was $1,610,000 or $1.14 per share compared to $733,000 or $.51 per share
for the same period in 1996. Net income includes a gain on the sale of the
Bank's former headquarters building totaling $829,000 net of applicable taxes of
$575,000. Highlights for the six months ended June 30, 1997 include: (i) a
$518,000 or 20.5% increase in net interest income; (ii) a $1,520,000 or 237.9%
increase in total other income; and (iii) a $339,000 or 17.0% increase in total
other expenses. The provision for income taxes increased $663,000 or 169.6%. In
1997, the Company adopted Statement of Accounting Standards No. 128 Earnings per
Share.
Net income for the first six months of 1997 reflects annualized returns of
27.40% on average total stockholders' equity and 2.23% on average total assets
<PAGE>
as compared to the corresponding figures for the preceding calendar year of
18.84% on average total stockholders' equity and 1.51% on average total assets.
Annualized returns on average total stockholders' equity and the average total
assets before the gain on the sale of assets were 17.83% and 1.38% respectively.
Net interest income, the primary source of income, increased by $518,000 or
20.5% for the current six month period over the same period last year. The
increase primarily resulted from an increase in average total interest earning
assets from $177,603,000 in the first six months of 1996 to $195,421,000 for the
comparable period in 1997, a 10.0% increase. The yield on average interest
earning assets at June 30, 1997 remained at 8.4% from the same period in 1996.
The cost of average interest bearing liabilities also remained the same at 3.8%.
The net yield on average earning assets of 5.6% for the period ended June 30,
1997 was consistent with the same period in 1996.
A $120,000 provision for possible loan losses was made during the six month
period ended June 30, 1997, compared to a $121,000 provision for the same period
in 1996. The allowance for possible loan losses increased to $1,309,000 at June
30, 1997, as compared to $1,238,000 at December 31, 1996. As a percentage of
loans the allowance was 1.06% at June 30, 1997 and 1.04% at December 31, 1996.
The allowance as a percentage of nonperforming loans (including loans past due
90 days or more and still accruing) was 117.43% at June 30, 1997 compared to
460.2% at December 31, 1996. This decrease results from one loan relationship
becoming nonperforming although the Bank feels the borrowings are adequately
collateralized. 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 1997 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, 1997 by
$1,520,000 or 237.9% over the same period last year. The increase was the result
of: (i) a gain on the sale of assets, principally the sale of the Bank's former
headquarter's building, of $1,405,000; and (ii) mortgage banking activities
totaling $498,000, an increase of $222,000 or 137.0% over the same period last
year. The increase was the result of the Bank's efforts to further penetrate the
mortgage market. Other operating income decreased $138,000 or 51.3% from the
same period last year . The June 30, 1996 total of $447,000 was mainly a result
of nonrecurring income.
Total other expenses increased during the six month period ended June 30, 1997
by $339,000 or 17.0% over the same period last year. This increase mainly
results from increased salary and employee benefit expense of $250,000 or 25.3%.
The provision for income taxes increased during the six month period ended June
30, 1997 by $663,000 or 169.6% over the same period last year. The effective tax
rate increased to 37% from 34% in the prior calendar year as a result of
decreased benefits of tax exempt income in the current year. It also reflects
the growth in income before taxes including approximately $575,000 in taxes on
the gain on the sale of the building.
<PAGE>
Part II Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the Registrant's annual meeting on April 15, 1997, an amendment to the
Certificate of Incorporation to increase the authorized number of shares of
Common Stock, $5.00 par value, from 1,500,000 to 6,500,0000 was approved by the
stockholders. Shares voted for the proposal totaled 384,118; shares voted
against the proposal totaled 25,299; abstentions totaled 3,052; and broker non
votes totaled 18,197.
Item 6. Exhibits
a. Exhibits
The Certificate of Amendment of the Certificate of
Incorporation of Bridge Bancorp, Inc.
b. Reports on Form 8-K
None
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 13, 1997 Thomas J. Tobin
---------------
Thomas J. Tobin
President and Chief Executive Officer
Date: August 13, 1997 Christopher Becker
------------------
Christopher Becker
Senior Vice President and Treasurer
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
BRIDGE BANCORP, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
The undersigned, being the president and the secretary of Bridge Bancorp,
Inc., do hereby certify and set forth:
(1) The name of the corporation is Bridge Bancorp, Inc.
(2) The certificate of incorporation of Bridge Bancorp, Inc. was
filed by the Department of State on the 13th day of September, 1988.
(3) Paragraph 4. of the certificate of incorporation of Bridge Bancorp,
Inc., which sets forth the aggregate number of shares of one class only of the
common stock of the par value of Five Dollars ($5.00) which this corporation
shall have authority to issue, is hereby amended to increase the number of
shares this corporation shall have authority to issue and to thereby read as
follows:
4. The aggregate number of shares which this Corporation shall have
authority to issue is Six Million Five Hundred Thousand (6,500,000) shares, all
of which shall be common shares of the par value of Five Dollars ($5.00) each.
(4) This amendment to the certificate of incorporation of Bridge Bancorp,
Inc. was authorized by vote of the board of directors followed by the
affirmative vote of the holders of a majority of all outstanding shares entitled
to vote thereon at a meeting of the shareholders of said corporation duly called
and held on the 15th day of April, 1997, a quorum being present.
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 28th day of April, 1997.
/S/
__________________________________
Thomas J. Tobin, President
/S/
__________________________________
Michael P. Kochanasz , Secretary
<PAGE>
STATE OF NEW YORK )
) ss:
COUNTY OF SUFFOLK)
On the 28th day of April, 1997, before me personally came Thomas J. Tobin
and Michael P. Kochanasz, to me known, who, being by me duly sworn, did depose
and say that they reside at 2488 Montauk Highway, Bridgehampton, New York 11932;
that they are, respectively, the President and Secretary of Bridge Bancorp,
Inc., the corporation described in and which executed the foregoing instrument;
and that they signed their names thereto by order of the board of directors of
said corporation.
/S/
__________________________________
Notary Public
MARY A. HYER
Notary Public, State of New York
No. 4811162, Suffolk County
Commission Expires June 30, 1998
<PAGE>
CERTIFICATE OF AMENDMENT
OF
BRIDGE BANCORP, INC.
Under Section 805 of the Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED: MAY 8, 1997
TAX $12,500.00
BY: JAN
COUNTY OF SUFFOLK
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000846617
<NAME> Bridge Bancorp, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Jun-30-1997
<CASH> 14,334
<INT-BEARING-DEPOSITS> 98
<FED-FUNDS-SOLD> 8,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 61,426
<INVESTMENTS-CARRYING> 5,034
<INVESTMENTS-MARKET> 5,037
<LOANS> 123,166
<ALLOWANCE> 1,309
<TOTAL-ASSETS> 222,680
<DEPOSITS> 201,297
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,528
<LONG-TERM> 0
0
0
<COMMON> 7,202
<OTHER-SE> 607
<TOTAL-LIABILITIES-AND-EQUITY> 222,680
<INTEREST-LOAN> 5,920
<INTEREST-INVEST> 2,091
<INTEREST-OTHER> 167
<INTEREST-TOTAL> 8,178
<INTEREST-DEPOSIT> 2,653
<INTEREST-EXPENSE> 2,708
<INTEREST-INCOME-NET> 5,470
<LOAN-LOSSES> 120
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,241
<INCOME-PRETAX> 3,701
<INCOME-PRE-EXTRAORDINARY> 3,701
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,367
<EPS-PRIMARY> 1.68
<EPS-DILUTED> 1.68
<YIELD-ACTUAL> 5.60
<LOANS-NON> 1115
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,238
<CHARGE-OFFS> 80
<RECOVERIES> 31
<ALLOWANCE-CLOSE> 1,309
<ALLOWANCE-DOMESTIC> 1,309
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
