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 September 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 [ ]
<PAGE>
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 November 12, 1997.
<PAGE>
BRIDGE BANCORP, INC.
INDEX
Part 1. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
Unaudited Consolidated Statements of Condition as of September 30,
1997 and December 31, 1996
Unaudited Consolidated Statements of Income for the three months and nine
months ended September 30, 1997 and 1996
Unaudited Consolidated Statements of Cash Flows for the nine months ended
September 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-None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8K
SIGNATURES
<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>
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>
September 30 December 31,
1997 1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks ....................................... $ 10,600 $ 12,247
Interest earning deposits with banks .......................... 134 68
Federal funds sold ............................................ -- 1,250
--------- ---------
Total cash and cash equivalents ........................ 10,734 13,565
Investment in debt and equity securities, net:
Securities available for sale, at fair value ............... 82,811 57,779
Securities held to maturity (fair value of $10,474
and $6,273 respectively) ................................... 10,471 6,262
--------- ---------
Total investment in debt and equity securities, net .... 93,282 64,041
Loans ......................................................... 129,759 118,881
Less:
Allowance for probable loan losses .......................... 1,313 1,238
--------- ---------
Loans, net ............................................. 128,446 117,643
Banking premises and equipment, net ........................... 8,541 6,773
Accrued interest receivable ................................... 1,763 1,343
Deferred income taxes ......................................... -- 51
Other assets .................................................. 1,502 1,198
--------- ---------
TOTAL ASSETS .................................................. $ 244,268 $ 204,614
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits ............................................... $ 64,923 $ 50,464
Savings, NOW, and money market deposits ....................... 76,131 73,791
Certificates of deposit of $100,000 or more ................... 37,378 18,251
Other time deposits ........................................... 43,916 42,341
--------- ---------
Total deposits ........................................ 222,348 184,847
Accrued interest on depositors' accounts ...................... 1,326 1,537
Deferred income taxes ......................................... 58 --
Other liabilities and accrued expenses ........................ 570 1,304
--------- ---------
Total Liabilities ..................................... 224,302 187,688
--------- ---------
Stockholders' equity:
Common stock, par value $5.00 per share:
Authorized: 6,500,000 shares; issued and outstanding
1,407,999 shares at 9/30/97 and 1,407,600 shares at 12/31/96 7,202 7,200
Surplus ..................................................... 607 600
Undivided profits ........................................... 12,161 9,287
Less: Net unrealized appreciation in securities
available for sale, net of tax ......................... 617 460
Treasury Stock at cost, 32,400 shares .................. (621) (621)
--------- ---------
Total Stockholders' Equity ............................ 19,966 16,926
Commitments and contingencies
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................... $ 244,268 $ 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 Sept 30, Nine Months Ended Sept 30,
1997 1996 1997 1996
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Loans (including fee income) .......................... $2,797 $2,663 $ 8,717 $ 8,183
Deposits with banks ................................... 1 8 4 10
Federal funds sold .................................... 168 144 332 320
U.S. Treasury and government agency securities ........ 343 362 935 935
State and municipal obligations ....................... 265 227 783 650
Other securities ...................................... 18 10 52 31
Mortgage-backed securities ............................ 529 436 1,476 1,189
------ ------ ------- -------
Total interest income ............................... 4,121 3,850 12,299 11,318
------ ------ ------- -------
Interest expense:
Savings, N.O.W. and money market deposits ............. 412 414 1,212 1,190
Certificates of deposit of $100,000 or more ........... 434 300 1,203 781
Other time deposits ................................... 573 595 1,657 1,851
Other borrowed money .................................. 0 8 55 11
------ ------ ------- -------
Total interest expense .............................. 1,419 1,317 4,127 3,833
------ ------ ------- -------
Net interest income ..................................... 2,702 2,533 8,172 7,485
Provision for possible loan losses ...................... 60 90 180 211
------ ------ ------- -------
Net interest income after provision for
possible loan losses .................................. 2,642 2,443 7,992 7,274
------ ------ ------- -------
Other income:
Service charges on deposit accounts ................... 218 182 598 517
Mortgage banking activities ........................... 622 402 1,120 678
Gain on sale of building .............................. -- -- 1,405 --
Net securities gains .................................. 4 28 4 42
Other operating income ................................ 271 223 580 670
------ ------ ------- -------
Total other income .................................. 1,115 835 3,707 1,907
------ ------ ------- -------
Other expenses:
Salaries and employee benefits ........................ 1,181 1,018 3,407 2,994
Net occupancy expense ................................. 195 125 517 408
Furniture and fixture expense ......................... 151 138 418 381
Other operating expenses .............................. 872 746 2,298 2,146
------ ------ ------- -------
Total other expenses ................................ 2,399 2,027 6,640 5,929
------ ------ ------- -------
Income before provision for income taxes ................ 1,358 1,251 5,059 3,252
Provision for income taxes .............................. 498 435 1,832 1,106
------ ------ ------- -------
Net income .............................................. $ 860 $ 816 $ 3,227 $ 2,146
====== ====== ======= =======
Basic earnings per share ................................ $ 0.61 $ 0.58 $ 2.29 $ 1.50
====== ====== ======= =======
Diluted earnings per share .............................. $ 0.60 $ 2.28
====== ====== ======= =======
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)
Nine months ended September 30,
1997 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net Income ................................................... $ 3,227 $ 2,146
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for possible loan losses ....................... 180 211
Depreciation and amortization ............................ 393 309
Accretion of discounts ................................... (49) (73)
Amortization of premiums ................................. 92 285
Gain on the sale of building ............................. (1,404) --
Net securities gains ..................................... (4) (43)
(Increase) in accrued interest receivable ................ (420) (79)
(Increase) in other assets ............................... (304) (272)
(Decrease) increase in accrued and other liabilities ..... (264) 508
-------- --------
Net cash provided by operating activites ....................... 1,447 2,992
-------- --------
Investing activities:
Purchases of securities available for sale ................... (32,157) (58,902)
Purchases of securities held to maturity ..................... (9,667) (3,900)
Proceeds from sales of securities available for sale ......... 3,560 24,218
Proceeds from maturing securities available for sale ......... 1,925 8,300
Proceeds from maturing securities held to maturity ........... 4,375 3,721
Proceeds from principal payments on mortgage-backed securities 2,948 5,406
Proceeds from sale of building ............................... 1,554 --
Net increase in loans ........................................ (10,983) (4,837)
Proceeds from sale of other real estate owned ................ -- 235
Purchases of banking premises and equipment, net of deletions (2,310) (2,026)
-------- --------
Net cash used by investing activities .......................... (40,755) (27,785)
-------- --------
Financing activities:
Net increase in deposits ..................................... 37,501 21,141
Decrease in other borrowings ................................. -- 6,600
Payment for purchase of treasury stock ....................... -- ($ 621)
Net proceeds from issuance of restricted common stock
issued pursuant to equity incentive plan .............. 8 --
Cash dividends paid .......................................... (1,032) (835)
-------- --------
Net cash provided by financing activities ...................... 36,477 26,285
-------- --------
(Decrease) increase in cash and cash equivalents ............... (2,831) 1,492
Cash and cash equivalents beginning of period .................. 13,565 7,480
-------- --------
Cash and cash equivalents end of period ........................ $ 10,734 $ 8,972
======== ========
Supplemental information-Cash Flows:
Cash paid for:
Interest ................................................... $ 4,338 $ 3,420
Income taxes ............................................... $ 1,848 $ 904
Noncash investing and financing activities:
None
See accompanying notes to the unaudited consolidated financial statements.
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Financial Condition
- -------------------
The assets of the Registrant totaled $244,268,000 at September 30, 1997, an
increase of $39,654,000 or 19.38% from the year end. This increase mainly
results from the increase in investment in debt and equity securities of
$29,241,000 or 45.7%, and the increase in net loans of 9.2% or $10,803,000.
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 $1,768,000 in the first nine months of 1997. The source of funds
for the increase in assets was derived from an increase in deposits of
$37,501,000 or 20.3%. Demand deposits increased $14,459,000 or 28.7% over
December 31, 1996. This increase is attributed to seasonal fluctuations and
increased business development efforts. Certificates of deposit of $100,000 or
more increased $19,127,000 or 104.8% over the prior year end primarily as a
result of increased public fund deposits.
Total stockholders' equity was $19,966,000 at September 30, 1997, an increase of
18.0% over December 31, 1996. The increase of $3,040,000 was the result of net
income for the nine month period ended September 30, 1997, of $3,227,000, less
dividends declared of $352,000, plus the net increase in unrealized appreciation
in securities available for sale, net of tax, of $157,000; and the proceeds of
the issuance of shares of common stock of $8,000 pursuant to the equity
incentive plan. The net increase in securities available for sale is directly
attributable to appreciation due to changes in interest rates. Recent volatility
in the financial markets had no material effect on the value of the securities
held as available for sale.
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 nine months of 1997, the Registrant earned net income of
$3,227,000 or $2.29 per share as compared with $2,146,000 or $1.50 per share for
the same period in 1996. Net income for the three month period ended September
30, 1997 was $860,000 or $.61 per share compared to $816,000 or $.58 per share
for the same period in 1996.
<PAGE>
Net income for the nine month period 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 nine months ended September 30, 1997 include: (I) a
$687,000 or 9.2% increase in net interest income; (ii) a $1,800,000 or 94.4%
increase in total other income; and (iii) a $711,000 or 12.0% increase in total
other expenses. The provision for income taxes increased $726,000 or 65.6%.
Highlights for the three month period ended September 30, 1997 include: (I) a
$169,000 or 6.7% increase in net interest income; (ii) a $280,000 or 33.5%
increase in total other income; and (iii) a $372,000 or 18.6% increase in total
other expenses. In 1997, the Company adopted Statement of Accounting Standards
No. 128 Earnings per Share.
Net income for the first nine months of 1997 reflects annualized returns of
23.77% on average total stockholders' equity and 1.95% on average total assets
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, chiefly the former headquarters
building, were 17.68% and 1.45%, respectively.
Net interest income, the primary source of income, increased by $687,000 or 9.2%
for the current nine month period over the same period last year. The increase
primarily resulted from an increase in average total interest earning assets
from $182,572,000 in the first nine months of 1996 to $201,448,000 for the
comparable period in 1997, a 10.3% increase. The yield on average interest
earning assets at September 30, 1997 decreased to 8.1% from 8.3% during the same
period in 1996. The cost of average interest bearing liabilities remained the
same at 3.8%. The net yield on average earning assets of 5.4% for the period
ended September 30, 1997 decreased from 5.5% for the same period in 1996.
A $60,000 provision for possible loan losses was made each quarter during the
nine month period ended September 30, 1997 totalling $180,000, as compared to a
$211,000 provision for the same period in 1996. The allowance for possible loan
losses increased to $1,313,000 at September 30, 1997, as compared to $1,238,000
at December 31, 1996. As a percentage of loans the allowance was 1.01% at
September 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 115.18% at September 30, 1997 compared to 460.2% at December 31,
1996. This decrease results from one loan relationship becoming nonperforming
although management believes the borrowing relationship in question is
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 nine month period ended September 30,
1997 by $1,800,000 or 94.4% 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 $1,120,000, an increase of $442,000 or 65.2% over the same
period last year. For the three month period ended September 30, 1997, mortgage
banking activities increased 54.7% or $220,000 over the same period in the
previous year. These increases are the result of the Bank's efforts to further
penetrate the mortgage market. Other operating income decreased $90,000 or 13.4%
from the same period last year . The decrease mainly resulted from not realizing
the same level of non recurring income in the same period of the current year.
<PAGE>
Total other expenses increased during the nine month period ended September 30,
1997 by $711,000 or 12.0%, and for the three month period ended September 30,
1997 by $372,000 or 18.4%, over the same period last year. For the three month
period ended September 30, 1997, salary and benefit expense increased $163,000
or 16.0% over the same period in the prior year. For the nine month period ended
September 30, 1997 the salary and employee benefit expense of $413,000 was 13.8%
higher than the same period in the previous year. This increase mainly results
from increased staffing and salary increases. Net occupancy expense for the nine
month period ended September 30, 1997 increased by $109,000 or 26.7%, and for
the three month period ended September 30, 1997 by $70,000 or 56%, over the same
period last year. These increases reflect the costs of the new main headquarters
building occupied in May of 1997, increased rental space in the Bank's
residential mortgage center and the costs of opening an additional branch office
in the village of Southampton. Expected opening date of this branch office is
November of 1997. Other operating expenses increased $152,000 or 7.1% for the
nine month period, and $126,000 or 16.9% for the three month period ended
September 30, 1997, respectively. This primarily results from increased loan
processing expenses incurred by the Bank as part of a product promotion.
The provision for income taxes increased during the nine month period ended
September 30, 1997 by $726,000 or 65.6% over the same period last year, $575,000
of the increase being attributable to the tax on the gain realized on the sale
of the former headquarters building.. The effective tax rate for the nine month
period ended September 30, 1997 was 36% as compared to the prior period of 34%
mainly as a result of increased income and decreased benefits of tax exempt
income in the current year.
<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: November 14, 1997 Thomas J. Tobin
---------------
Thomas J. Tobin
President and Chief Executive Officer
Date: November 14, 1997 Christopher Becker
------------------
Christopher Becker
Senior Vice President and Treasurer
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000846617
<NAME> Bridge Bancorp, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Sep-30-1997
<CASH> 10,600
<INT-BEARING-DEPOSITS> 134
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 82,811
<INVESTMENTS-CARRYING> 10,471
<INVESTMENTS-MARKET> 10,474
<LOANS> 129,759
<ALLOWANCE> 1,313
<TOTAL-ASSETS> 244,268
<DEPOSITS> 222,348
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1954
<LONG-TERM> 0
0
0
<COMMON> 7,202
<OTHER-SE> 607
<TOTAL-LIABILITIES-AND-EQUITY> 244,268
<INTEREST-LOAN> 8,717
<INTEREST-INVEST> 3,246
<INTEREST-OTHER> 337
<INTEREST-TOTAL> 12,299
<INTEREST-DEPOSIT> 4,072
<INTEREST-EXPENSE> 4,127
<INTEREST-INCOME-NET> 8,172
<LOAN-LOSSES> 180
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 6,640
<INCOME-PRETAX> 5,059
<INCOME-PRE-EXTRAORDINARY> 5,059
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,227
<EPS-PRIMARY> 2.29
<EPS-DILUTED> 2.29
<YIELD-ACTUAL> 5.40
<LOANS-NON> 1,140
<LOANS-PAST> 1
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,238
<CHARGE-OFFS> 155
<RECOVERIES> 50
<ALLOWANCE-CLOSE> 1,313
<ALLOWANCE-DOMESTIC> 1,313
<ALLOWANCE-FOREIGN> 0
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</TABLE>
