BRIDGE BANCORP INC
10QSB, 1997-05-08
NATIONAL COMMERCIAL BANKS
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<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 March 31, 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)

                              2488 MONTAUK HIGHWAY
                             BRIDGEHAMPTON, NEW YORK
              (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:  1,407,999 shares of common stock
as of May 5, 1997.



<PAGE>
                              BRIDGE BANCORP, INC.
                                      INDEX


Part 1. FINANCIAL INFORMATION
- -----------------------------

Item 1.  Financial Statements

     Unaudited Consolidated Statements of Condition as of March 31,
     1997 and December 31, 1996

     Unaudited  Consolidated  Statements  of Income for the three months
     ended March 31, 1997 and 1996

     Unaudited Consolidated  Statements of Cash Flows for the three months ended
     March 31, 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-None

SIGNATURES




<PAGE>
<TABLE>
<CAPTION>

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)

                                                                    March 31,   December 31,
                                                                      1997         1996
                                                                    -------      -------
<S>                                                               <C>          <C>
ASSETS
Cash and due from banks .......................................   $  12,061    $  12,247
Interest earning deposits with banks ..........................       2,596           68
Federal funds sold ............................................        -           1,250
                                                                    -------      -------
       Total cash and cash equivalents ........................      14,657       13,565

Investment in debt and equity securities, net:
   Securities available for sale, at fair value ...............      62,489       57,779
   Securities held to maturity (fair value of $7,055
   and $6,273 respectively) ...................................       7,051        6,262
                                                                    -------      -------
       Total investment in debt and equity securities, net ....      69,540       64,041

Loans .........................................................     121,872      118,881
Less:
  Allowance for possible loan losses ..........................       1,312        1,238
                                                                    -------      -------
       Loans, net .............................................     120,560      117,643

Banking premises and equipment, net ...........................       7,540        6,773
Accrued interest receivable ...................................       1,732        1,343
Deferred income taxes .........................................         363           51
Other assets ..................................................       1,404        1,198
                                                                    -------      -------

TOTAL ASSETS ..................................................   $ 215,796    $ 204,614
                                                                  =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits ...............................................   $  50,966    $  50,464
Savings, NOW, and money market deposits .......................      67,638       73,791
Certificates of deposit of $100,000 or more ...................      28,234       18,251
Other time deposits ...........................................      42,857       42,341
                                                                    -------      -------
        Total deposits ........................................     189,695      184,847

Federal funds purchased .......................................       6,700         -   
Accrued interest on depositors' accounts ......................       1,499        1,537
Other liabilities and accrued expenses ........................         666        1,304
                                                                    -------      -------
        Total Liabilities .....................................   $ 198,560    $ 187,688
                                                                    =======      =======

Stockholders' equity:
  Common stock, par value $5.00 per share:
   Authorized: 6,500,000 shares; issued and outstanding
  1,407,600 shares at 3/31/97 and 12/31/96                            7,092        7,092
  Surplus .....................................................         600          600
  Undivided profits ...........................................      10,152        9,395
 Less: Net unrealized appreciation in securities
       available for sale, net of tax .........................          13          460
       Treasury Stock at cost, 32,400 shares ..................        (621)        (621)
                                                                    -------      -------
        Total Stockholders' Equity ............................      17,236       16,926
  Commitments and contingencies ...............................        -            -   
                                                                    -------      -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................   $ 215,796    $ 204,614
                                                                  =========    =========
</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 March 31,
                                                                1997        1996
                                                                -----      -----
<S>                                                            <C>        <C>   
Interest income:
  Loans (including fee income) ...........................     $2,921     $2,738
  Deposits with banks ....................................          1          1
  Federal funds sold .....................................         77         90
  U.S. Treasury and government agency securities .........        294        262
  State and municipal obligations ........................        252        223
  Other securities .......................................         16         10
  Mortgage-backed securities .............................        451        366
                                                                -----      -----
    Total interest income ................................      4,012      3,690
                                                                =====      =====

Interest expense:
  Savings, N.O.W. and money market deposits ..............        395        378
  Certificates of deposit of $100,000 or more ............        379        244
  Other time deposits ....................................        551        639
  Other borrowed money ...................................         13          1
                                                                -----      -----
    Total interest expense ...............................      1,338      1,262
                                                                -----      -----

Net interest income ......................................      2,674      2,428
Provision for possible loan losses .......................         60         76
                                                                -----      -----

Net interest income after provision for
  possible loan losses ...................................      2,614      2,352
                                                                -----      -----

Other income:
  Service charges on deposit accounts ....................        176        141
  Mortgage banking activities ............................        242        114
  Other operating income .................................        120        178
                                                                -----      -----
    Total other income ...................................        538        433
                                                                -----      -----
Other expenses:
  Salaries and employee benefits .........................      1,100        986
  Net occupancy expense ..................................        138        153
  Furniture and fixture expense ..........................        133        120
  Other operating expenses ...............................        650        649
                                                                -----      -----
    Total other expenses .................................      2,021      1,908
                                                                -----      -----

Income before provision for income taxes .................      1,131        877
Provision for income taxes ...............................        374        280
                                                                -----      -----
Net income ...............................................     $  757     $  597
                                                               ======     ======
Basic Earnings per share .................................     $ 0.54     $ 0.41
                                                               ======     ======
</TABLE>


See accompanying  notes to the unaudited  consolidated  financial  statements.

<PAGE>
<TABLE>
<CAPTION>

BRIDGE BANCORP, INC. AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                                                                  Three Months ended March 31,
                                                                       1997        1996
                                                                     ------       -----
<S>                                                                <C>         <C>
Operating activities:
  Net Income ...................................................   $    757    $    597
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Provision for possible loan losses .......................         60          76
      Depreciation and amortization ............................        111         102
      Accretion of discounts ...................................        (15)        (19)
      Amortization of premiums .................................         32         116
      Increase in accrued interest receivable ..................       (389)        (95)
      Increase in other assets .................................       (206)         (1)
      Increase in accrued and other liabilities ................          4         345
                                                                     ------       -----
Net cash provided by operating activities .......................       354       1,121
                                                                     ------       -----

Investing activities:
  Purchases of securities available for sale ...................     (6,300)     (2,112)
  Purchases of securities held to maturity .....................       (789)       -   
  Proceeds from maturing securities available for sale .........       -          2,435
  Proceeds from maturing securities held to maturity ...........       -          1,180
  Proceeds from principal payments on mortgage-backed securities        814       1,839
  Net increase in loans ........................................     (2,977)       (122)
  Purchases of banking premises and equipment, net of deletions        (878)       (423)
                                                                     ------       -----
Net cash used by investing activities ..........................    (10,130)      2,797
                                                                     ------       -----

Financing activities:
  Net increase in deposits .....................................      4,848       4,736
  Increase in other borrowings .................................      6,700        -   
  Cash dividends paid ..........................................       (680)       (528)
                                                                     ------       -----
Net cash provided by financing activities ......................     10,868       4,208
                                                                     ------       -----

Increase in cash and cash equivalents ..........................      1,092       8,126
Cash and cash equivalents beginning of period ..................     13,565       7,480
                                                                     ------       -----
Cash and cash equivalents end of period ........................   $ 14,657    $ 15,606
                                                                   ========    ========

Supplemental information-Cash Flows:
  Cash paid for:
    Interest ...................................................   $  1,375    $  1,021
    Income taxes ...............................................   $    117    $    153
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.


<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.



Item 2.  Management's Discussion and Analysis or Plan of Operation


Financial Condition
- -------------------

The assets of the Registrant totaled $215,796,000 at March 31, 1997, an increase
of $ 11,182,000 or 5.5% from the year end. This increase mainly resulted from an
increase in investments in debt and equity  securities of 8.6% or $5,499,000 and
and growth in net loans of 2.5% or $2,917,000.  Interest  earning  deposits with
banks  increased  from $68,000 at December 31, 1996 to  $2,596,000 or 3717.7% at
March 31, 1997. Continued  construction of the Registrant's main office facility
resulted in an increase in Bank  premises and equipment of $767,000 in the first
three 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
$4,848,000  or 2.6%,  and the  increase in  purchased  federal  funds  totalling
$6,700,000 at quarter end.

Total  stockholders'  equity was  $17,236,000  at March 31, 1997, an increase of
1.8% over  December  31,  1996.  The  increase  of  $310,000  was the  result of
undistributed  net income for the three month period  ended March 31,  1996,  of
$757,000  less  the  net  decrease  in  unrealized  appreciation  in  securities
available  for sale,  net of tax, of $447,000.  The  decrease in the  unrealized
appreciation  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.

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.  Stockholder's 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 and  per-share
amounts of the common stock have been restated giving retroactive recognition to
the stock split.

<PAGE>
Results of Operations
- ---------------------

During  the first  three  months of 1997,  the  Registrant  earned net income of
$757,000 or $.54 per share as compared  with  $597,000 or $.41 per share for the
same  period in 1996.  Highlights  for the three  months  ended  March 31,  1997
include:  (i) a  $246,000  or 10.1%  increase  in net  interest  income;  (ii) a
$105,000 or 24.2%  increase in total other income;  and (iii) a $113,000 or 5.9%
increase in total other  expenses.  The  provision  for income  taxes  increased
$94,000 or 33.6%. In 1997, the Company adopted Statement of Financial Accounting
Standards No. 128 Earnings Per Share.

Net income for the first three  months of 1997  reflects  annualized  returns of
17.55% on average total  stockholders'  equity and 1.45% 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.

Net  interest  income,  the primary  source of income,  increased by $246,000 or
10.1% for the  current  three month  period over the same period last year.  The
increase  primarily  resulted from an increase in average total interest earning
assets from  $175,348,000 in the first three months of 1996 to $193,152,000  for
the  comparable  period in 1997, a 10.2%  increase.  There was a decrease in the
yield on average  interest earning assets from 8.4% at March 31, 1996 to 8.3% in
the current year. The cost of average interest bearing liabilities  remained the
same at 3.8% . The net yield on  average  earning  assets of 5.5% for the period
ended March 31, 1997 was consistent for the same period in 1996.

A $60,000  provision  for  possible  loan losses was made during the three month
period ended March 31, 1997, compared to a $76,000 provision for the same period
in 1996. The allowance for possible loan losses increased to $1,312,000 at March
31,1997,  as compared to  $1,238,000  at December 31, 1996.  As a percentage  of
loans the  allowance was 1.08% at March 31, 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 113.3% at March 31,  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  well
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 outside loan review consultants.

Total other income  increased during the three month period ended March 31, 1997
by $105,000 or 24.3% over the same period last year. The increase was the result
of mortgage banking activities  totalling  $242,000,  an increase of $128,000 or
112.3%  over the same period last year.  The  increase  was caused by the Bank's
efforts to  further  penetrate  the  mortgage  market.  Other  operating  income
decreased  $58,000 or 32.6% from the same  period last year . The March 31, 1996
total of $178,000  included  nonrecurring  other income primarily  consisting of
recoveries of interest and fees on nonaccrual loans.

Total other  expenses  increased  during the three month  period ended March 31,
1997 by $113,000 or 5.9% over the same period last year.  This  increase  mainly
results from increased  salary and employee benefit expense of $114,000 or 11.6%
which relates to salary increases and additional staffing.

The  provision  for income taxes  increased  during the three month period ended
March 31, 1997 by $94,000 or 33.6% over the same period last year.  The increase
reflects  the  growth in income  before  income  taxes.


Part II Other Information

None.

<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: May 8, 1997  Thomas J. Tobin
                   ---------------
                   Thomas J. Tobin
                   President and Chief Executive Officer


Date: May 8, 1997  Christopher Becker
                   ------------------
                   Christopher Becker
                   Senior Vice President and Treasurer



<PAGE>

May 8, 1997


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
March 31, 1997.

     This filing is being effected by direct  transmission  to the  Commission's
EDGAR System.


                                      Sincerely,

                                      CHRISTOPHER BECKER
                                      Senior Vice President & Treasurer



<TABLE> <S> <C>

<ARTICLE>                                                 9
<CIK>                                                     0000846617
<NAME>                                                    Bridge Bancorp, Inc.
<MULTIPLIER>                                              1,000
       
<S>                                                       <C>
<PERIOD-TYPE>                                             3-MOS
<FISCAL-YEAR-END>                                         Dec-31-1997
<PERIOD-END>                                              Mar-31-1997
<CASH>                                                    12,061
<INT-BEARING-DEPOSITS>                                     2,596
<FED-FUNDS-SOLD>                                               0
<TRADING-ASSETS>                                               0
<INVESTMENTS-HELD-FOR-SALE>                               62,489
<INVESTMENTS-CARRYING>                                     7,051
<INVESTMENTS-MARKET>                                       7,055
<LOANS>                                                  121,872
<ALLOWANCE>                                                1,312
<TOTAL-ASSETS>                                           215,796
<DEPOSITS>                                               189,695
<SHORT-TERM>                                               6,700
<LIABILITIES-OTHER>                                        2,165
<LONG-TERM>                                                    0
                                          0
                                                    0
<COMMON>                                                   7,093
<OTHER-SE>                                                   621
<TOTAL-LIABILITIES-AND-EQUITY>                           215,796
<INTEREST-LOAN>                                            2,921
<INTEREST-INVEST>                                          1,013
<INTEREST-OTHER>                                              78
<INTEREST-TOTAL>                                           4,012
<INTEREST-DEPOSIT>                                         1,325
<INTEREST-EXPENSE>                                         1,338
<INTEREST-INCOME-NET>                                      2,674
<LOAN-LOSSES>                                                 60
<SECURITIES-GAINS>                                             0
<EXPENSE-OTHER>                                            2,021
<INCOME-PRETAX>                                            1,131
<INCOME-PRE-EXTRAORDINARY>                                 1,131
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                                 757
<EPS-PRIMARY>                                                .54
<EPS-DILUTED>                                                .54
<YIELD-ACTUAL>                                              5.50
<LOANS-NON>                                                 1158
<LOANS-PAST>                                                  11
<LOANS-TROUBLED>                                               0
<LOANS-PROBLEM>                                                0
<ALLOWANCE-OPEN>                                           1,238
<CHARGE-OFFS>                                                  4
<RECOVERIES>                                                  18
<ALLOWANCE-CLOSE>                                          1,312
<ALLOWANCE-DOMESTIC>                                       1,312
<ALLOWANCE-FOREIGN>                                            0
<ALLOWANCE-UNALLOCATED>                                        0
        

</TABLE>


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