-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Blujc04yC9NdUzpjlYuAfpyYXW6NiCMX0o48kMSST0nH4igbJQkgnoJqjycQrLCy y4NXkBeCTRBgMqHOxRTSiA== 0000846617-97-000007.txt : 19970814 0000846617-97-000007.hdr.sgml : 19970814 ACCESSION NUMBER: 0000846617-97-000007 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIDGE BANCORP INC CENTRAL INDEX KEY: 0000846617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 112934195 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18546 FILM NUMBER: 97659349 BUSINESS ADDRESS: STREET 1: 2488 MONTAUK HIGHWAY CITY: BRIDGEHAMPTON STATE: NY ZIP: 11932 BUSINESS PHONE: 5165371000 MAIL ADDRESS: STREET 1: P O BOX 3005 CITY: BRIDGEHAMPTON STATE: NY ZIP: 11932 10QSB 1 QUARTERLY REPORT 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. 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 ===================== 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)
June 30, December 31, 1997 1996 - ------------------------------------------------------------------------------------------ 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.
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 - ---------------------------------------------------------------------------------------------------------------- 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.
BRIDGE BANCORP, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Six months ended June 30, 1997 1996 - ---------------------------------------------------------------------------------------------- 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.
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 $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 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. 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 EX-6.1 2 CERTIFICATE OF AMENDMENT 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 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 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 EX-27 3 FDS - 6/30/97
9 0000846617 Bridge Bancorp, Inc. 1,000 6-MOS Dec-31-1997 Jun-30-1997 14,334 98 8,000 0 61,426 5,034 5,037 123,166 1,309 222,680 201,297 0 2,528 0 0 0 7,202 607 222,680 5,920 2,091 167 8,178 2,653 2,708 5,470 120 0 4,241 3,701 3,701 0 0 2,367 1.68 1.68 5.60 1115 0 0 0 1,238 80 31 1,309 1,309 0 0
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