UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  July 28, 2014

 

 

BRIDGE BANCORP, INC.

(Exact name of the registrant as specified in its charter)

 

 

 

 

(631) 537-1000

(Registrant’s telephone number)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

 

 

Item 2.02.       Results of Operations and Financial Condition.

 

On July 28, 2014, the Company issued a press release announcing its earnings for the fiscal quarter ended June 30, 2014.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02, including the related information set forth in the Press Release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.

 

Item 9.01.              Financial Statements and Exhibits.

 

(a)        Not applicable.

(b)       Not applicable.

(c)        Not applicable.

(d)      Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated July 28, 2014, announcing the earnings of the Company for the fiscal quarter ended June 30, 2014.*

 

*          Furnished electronically as an exhibit to this Current Report on Form 8-K.  As further described in Item 2.02, this exhibit is being “furnished” and not “filed” with this Current Report on Form 8-K.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	Bridge Bancorp, Inc.
	(Registrant)
	/s/ Kevin M. O’Connor
	Kevin M. O’Connor
	President and Chief Executive Officer
Dated: July 28, 2014

 

Exhibit 99.1

 

Press Release

FOR IMMEDIATE RELEASE

 

 

 

 

 

 

BRIDGE BANCORP, INC.

REPORTS SECOND QUARTER 2014 RESULTS

Growth in Loans, Core Deposits and Record Core Net Income

 

 

(Bridgehampton, NY – July 28, 2014)  Bridge Bancorp, Inc. (NASDAQ:BDGE), the parent company of The Bridgehampton National Bank (BNB), today announced its results for the second quarter of 2014 and reported record core net income and core earnings per share of $4.5 million and $.39 per share. Core net income excludes $0.2 million or $.02 per share of charges, net of tax, associated with the February 2014 acquisition of FNBNY Bancorp and its wholly owned subsidiary, the First National Bank of New York (collectively “FNBNY”) and net securities gains and losses. Net income and earnings per share inclusive of these charges was $4.3 million and $.37 per share, respectively.  Highlights of the Company’s financial results for the quarter include:

 

·                 Record core net income of $4.5 million and $.39 per share, a 49% increase in core net income over the June 2013 quarter.

 

·                 Core returns on average assets and equity for June 2014 were .84% and 10.32%, respectively.

 

·                 Net interest income increased $4.5 million to $16.8 million for June 2014, with a net interest margin of 3.36%.

 

·                 Total assets of $2.2 billion at June 2014, 27% higher than June 2013.

 

·                 Loan growth of $300 million or 33%, compared to June 2013.

 

·                 Deposits of $1.75 billion, a 20% increase compared to the second quarter of 2013.

 

·                 Continued solid asset quality metrics and reserve coverage.

 

·                 Tier 1 Capital increased by $42.3 million, or 30% higher than June 2013.

 

·                 Declared a dividend of $.23 during the quarter.

 

 

“The record results this quarter reflect the positive aspects of the recently completed acquisition coupled with the continued momentum from our long term strategy to broaden the franchise. Our expanded footprint and larger capital base allows our team of dedicated bankers to deliver BNB’s brand of community banking services across a greater section of Long Island and into the boroughs of NYC. The success of these efforts and the seamless integration of the acquired FNBNY operations contributed to our record net interest income and core net income,” commented Kevin M. O’Connor, President and CEO of Bridge Bancorp, Inc.

 

Net Earnings and Returns

Net income for the quarter ended June 30, 2014 was $4.3 million or $0.37 per share, while core net income was $4.5 million or $.39 per share, a 49% increase in core net income compared to $3.0 million or $.33 per share, for the same period in 2013. Core net income for the second quarter of 2014 excludes $0.2 million net of tax, related to FNBNY acquisition costs and net losses on securities sales resulting from repositioning the securities portfolio to mitigate interest rate risk.  The increase in net income reflects growth in earning assets generating higher net interest income and lower credit costs, with offsetting decreases in other income and increases in operating expenses.  Second quarter 2014 earnings per share reflect the additional 1.9 million shares issued with the $37.5 million common stock offering in October 2013.  Core returns on average assets and equity for the second quarter of 2014 were .84% and 10.32%, respectively, compared to .74% and 10.05%, respectively for 2013.

 

Net interest income grew in the second quarter of 2014, as average earning assets increased by 30% or $473.4 million, and the net interest margin increased to 3.36% from 3.23% in June 2013. This growth reflects the positive impacts of greater loan demand and higher deposit balances, including the acquired loans and deposits of FNBNY. The net interest margin’s improvement reflects higher yields on securities, and a reduced cost of funds associated with lower deposit costs.

 

The provision for loan losses was $0.5 million for the quarter, $0.1 million lower than June 2013, while net charge-offs were $0.2 million for the second quarter of 2014, $0.2 million lower than the second quarter of 2013.  Total non-interest income decreased $0.2 million, due primarily to $0.3 million in lower net securities gains, partially offset by increases in service fees and title fee income. Non-interest expense increased $2.8 million for the quarter compared to June 2013, reflecting the additional costs of the acquired FNBNY operations, investments in new branches, technology enhancements, additional staffing and $0.3 million in acquisition related costs.

 

“The year over year growth in loans, deposits and just as important, net interest margin, translated into greater interest income offsetting increased expenses of our larger organization. We recognize today’s more complex banking environment requires increased investment in systems, processes, controls and procedures. We have broadened our scale, while simultaneously identifying opportunities to enhance efficiencies. Our strategy to quickly assimilate the employees and integrate the operations of FNBNY successfully evidenced these efforts contributing directly to increased profits this quarter,” noted Mr. O’Connor.

 

Balance Sheet and Asset Quality

Total assets were $2.2 billion at June 30, 2014, $460.3 million or 27% higher than June 2013 and average assets for the three months ended June 30, 2014 increased $511 million or 31% compared to June 2013. Loans grew $300 million to $1.2 billion at June 30, 2014 compared to $901 million at June 2013.  The increase in loans was driven by organic loan growth of $226 million or 25% growth over June 2013.  Earning asset growth continues to be funded principally by deposits, which increased $296 million or 20% to $1.75 billion at June 2014. Demand deposits totaled $566.5 million at June 2014, $93.6 million or 20% higher than June 2013.

 

Asset quality measures remained strong as non-performing assets decreased $3.2 million from $6.1 million at December 2013, to $2.9 million or 0.13% of the total assets at June 30, 2014.  Non-performing assets at June 30, 2014 include real estate owned of $0.6 million acquired under a deed in lieu of foreclosure. Non-performing loans at June 30, 2014 were $2.3 million or 0.19% of total loans, compared to $3.8 million or 0.38% at

 

 

December 2013.  Loans 30 to 89 days past due at June 30, 2014 decreased $3.1 million to $0.9 million, from $4.0 million as of June 2013 and were $0.6 million lower than December 2013.

 

The allowance for loan losses to total loans ratio excludes the FNBNY acquired loans recorded at their fair value, which effectively netted estimated future losses against those loan balances. The allowance for loan losses increased $0.7 million to $16.7 million from $16.0 million as of December 2013. The allowance as a percentage of BNB originated loans was 1.48% at June 2014, compared to 1.58% at December 2013, and 1.68% at June 2013. These declines reflect an improving economy, increasing collateral values, and stable asset quality trends.

 

Stockholders’ equity grew $13.4 million to $172.9 million at June 2014, compared to $159.5 million at December 2013.  The growth reflects earnings, as well as the capital raised in connection with the Dividend Reinvestment Plan, an increase in the fair value of available for sale investment securities partially offset by shareholders’ dividends. Overall, Tier 1 Capital increased to $183.0 million, 30% higher than the June 2013 level.  The Company’s capital ratios continue to exceed all regulatory minimums, and the Bank remains classified as “well capitalized”.

 

Challenges and Opportunities

“As bankers, we continue to deal with historically low interest rates and greater complexity in regulations and compliance. However, it appears there is both improvement in the economy and a productive dialogue with the regulators regarding the interpretation and implementation of these rules. Signs of economic recovery include positive employment news, higher asset/real estate values, and improved sentiment and confidence. Its sustainability remains in question, occurring against a backdrop of significant worldwide geopolitical turmoil, and fueled by extremely accommodative central banks. The outcome of these various crises will certainly present challenges as will the eventual unwinding of the liquidity injection. The potential impact on market interest rates and asset values is the industry’s greatest concern, and the primary focus for managing both interest rate and credit risk,” commented Mr. O’Connor.

 

“While we are cognizant of these macro concerns, our primary focus is successfully directing BNB to remain strong, flexible and opportunistic in executing our business plan.  We remain resolute in delivering on the commitments we’ve made to our community, our customers, our employees, our regulators and our shareholders,” concluded Mr. O’Connor.

 

About Bridge Bancorp, Inc.

Bridge Bancorp, Inc. is a one bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, The Bridgehampton National Bank (BNB).  Established in 1910, BNB, with assets of approximately $2.2 billion, and a primary market area of Suffolk and Southern Nassau Counties, Long Island, operates 26 retail branch locations. Through this branch network and its electronic delivery channels, BNB provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through BNB’s wholly owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc. offers financial planning and investment consultation.

 

BNB continues a rich tradition of involvement in the community, by supporting programs and initiatives that promote local business, the environment, education, healthcare, social services and the arts.

 

Please see the attached tables for selected financial information.

 

 

This report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).  Such forward-looking statements, in addition to historical information, involve risk and uncertainties, and are based on the beliefs, assumptions and expectations of management of the Company.  Words such as “expects,”  “believes,”  “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variation of such similar expressions are intended to identify such forward-looking statements.  Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and business of the Company and FNBNY, including earnings growth; revenue growth in retail banking lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title abstract subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies.  For this presentation, the Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA.

 

Factors that could cause future results to vary from current management expectations include, but are not limited to, changing economic conditions; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal government; changes in tax policies; rates and regulations of federal, state and local tax authorities; changes in interest rates; deposit flows; the cost of funds; demands for loan products; demand for financial services; competition; changes in the quality and composition of the Bank’s loan and investment portfolios; changes in management’s business strategies; changes in accounting principles, policies or guidelines; changes in real estate values; an unexpected increase in operating costs; expanded regulatory requirements as a result of the Dodd-Frank Act, difficulties related to the integration of the businesses following the FNBNY merger, which could adversely affect operating results; and other risk factors discussed elsewhere, and in our reports filed with the Securities and Exchange Commission.  The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Condition (unaudited)

(In thousands)

 

		June 30,			December 31,			June 30,
		2014			2013			2013
ASSETS
Cash and Due from Banks		$	48,419		$	39,997		$	35,581
Interest Earning Deposits with Banks		14,782			5,576			5,241
Total Cash and Cash Equivalents		63,201			45,573			40,822
Securities Available for Sale, at Fair Value		629,067			575,179			550,950
Securities Held to Maturity		205,062			201,328			191,907
Total Securities		834,129			776,507			742,857
Securities, Restricted		10,690			7,034			5,999
Loans Held for Investment		1,200,861			1,013,263			900,943
Less: Allowance for Loan Losses		(16,680		)	(16,001		)	(15,130		)
Loans, net		1,184,181			997,262			885,813
Premises and Equipment, net		30,846			27,983			27,801
Goodwill and Other Intangible Assets		12,640			2,224			2,252
Accrued Interest Receivable and Other Assets		53,289			40,163			23,095
Total Assets		$	2,188,976		$	1,896,746		$	1,728,639
LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand Deposits		$	566,503		$	582,938		$	472,922
Savings, NOW and Money Market Deposits		1,016,887			855,246			825,586
Certificates of Deposit of $100,000 or more		104,913			64,445			117,887
Other Time Deposits		62,768			36,450			38,712
Total Deposits		1,751,071			1,539,079			1,455,107
Federal Funds Purchased and Repurchase Agreements		81,392			75,370			46,801
Federal Home Loan Bank Advances		146,086			98,000			75,000
Junior Subordinated Debentures		16,002			16,002			16,002
Other Liabilities and Accrued Expenses		21,551			8,835			18,135
Total Liabilities		2,016,102			1,737,286			1,611,045
Total Stockholders’ Equity		172,874			159,460			117,594
Total Liabilities and Stockholders’ Equity		$	2,188,976		$	1,896,746		$	1,728,639
Selected Financial Data:
Tangible Book Value Per Share		$	13.78		$	13.90		$	12.63
Capital Ratios:
Total Capital (to risk weighted assets)		13.6		%	16.3		%	13.7		%
Tier 1 Capital (to risk weighted assets)		12.5		%	15.1		%	12.5		%
Tier 1 Capital (to average assets)		8.5		%	10.3		%	8.5		%
Asset Quality:
Loans 30-89 days past due		$	924		$	1,549		$	4,033
Acquired loans 90 days past due and accruing (1)		$	1,302		$	1		$	534
Non-performing loans		$	2,327		$	3,821		$	3,525
Real estate owned		577			2,242			250
Non-performing assets		$	2,904		$	6,063		$	3,775
Non-performing loans/Total loans		0.19		%	0.38		%	0.39		%
Non-performing assets/Total assets		0.13		%	0.32		%	0.22		%
Allowance/Non-performing loans		716.80		%	418.76		%	429.22		%
Allowance/Total loans		1.39		%	1.58		%	1.68		%
Allowance/Originated loans		1.48		%	1.58		%	1.68		%

 

(1) Represents acquired credit impaired loans recorded at fair value and considered performing loans based on management’s cash flow expectations.

 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of  Income  (unaudited)

(In thousands, except per share amounts)

 

		Three months ended						Six months ended
		June 30,						June 30,
		2014			2013			2014			2013
Interest Income		$	18,730		$	14,108		$	36,088		$	27,839
Interest Expense		1,915			1,802			3,737			3,605
Net Interest Income		16,815			12,306			32,351			24,234
Provision for Loan Losses		500			600			1,200			1,150
Net Interest Income after Provision for Loan Losses		16,315			11,706			31,151			23,084
Other Non Interest Income		1,847			1,760			3,439			3,240
Title Fee Income		461			398			783			684
Net Securities (Losses) Gains		(16		)	310			(1,128		)	648
Total Non Interest Income		2,292			2,468			3,094			4,572
Salaries and Benefits		6,412			5,326			12,618			10,720
Acquisition Costs and Branch Restructuring		300			—			4,734			—
Amortization of Core Deposit Intangible		96			15			154			31
Other Non Interest Expense		5,316			4,014			9,631			7,512
Total Non Interest Expense		12,124			9,355			27,137			18,263
Income Before Income Taxes		6,483			4,819			7,108			9,393
Provision for Income Taxes		2,165			1,567			2,384			3,028
Net Income		$	4,318		$	3,252		$	4,724		$	6,365
Basic and Diluted Earnings Per Share		$	0.37		$	0.36		$	0.41		$	0.70
Weighted Average Common Shares		11,627			9,078			11,555			9,016
Selected Financial Data:
Return on Average Total Assets		0.80		%	0.79		%	0.46		%	0.79		%
Acquisition Costs and Branch Restructuring, Net of Tax		0.04		%	0.00		%	0.30		%	0.00		%
Net Securities Losses (Gains), Net of Tax		0.00		%	(0.05		%)	0.07		%	(0.05		%)
Core Return on Average Total Assets		0.84		%	0.74		%	0.83		%	0.74		%
Return on Average Stockholders’ Equity		9.84		%	10.74		%	5.43		%	10.73		%
Acquisition Costs and Branch Restructuring, Net of Tax		0.46		%	0.00		%	3.55		%	0.00		%
Net Securities Losses (Gains), Net of Tax		0.02		%	(0.69		%)	0.85		%	(0.74		%)
Core Return on Average Stockholders’ Equity		10.32		%	10.05		%	9.83		%	9.99		%
Net Interest Margin		3.36		%	3.23		%	3.41		%	3.26		%
Core Efficiency		60.45		%	63.24		%	59.89		%	63.33		%
Core Operating Expense as a % of Average Assets		2.19		%	2.26		%	2.19		%	2.27		%

 

Reconciliation of GAAP and core net income and earnings per share for the three and six months ended June 30, 2014 and 2013:

 

		Three months ended												Six months ended
		June 30,												June 30,
		2014						2013						2014						2013
Net Income Reported/Diluted Earnings Per Share - (GAAP)		$	4,318		$	0.37		$	3,252		$	0.36		$	4,724		$	0.41		$	6,365		$	0.70
Adjustments:
Acquisition Costs and Branch Restucturing, Net of Tax		200			0.02			—			—			3,082			0.27			—			—
Net Securities Losses (Gains), Net of Tax		10			—			(209		)	(0.03		)	733			0.06			(439		)	(0.04		)
Net Income/Diluted Earnings Per Share - Core		$	4,528		$	0.39		$	3,043		$	0.33		$	8,539		$	0.74		$	5,926		$	0.66

 

The table above provides a reconciliation of GAAP net income and core net income (GAAP net income adjusted for acquisition costs for the FNBNY merger, and branch restructuring costs, and net securities losses/gains) and GAAP earnings per share and core earnings per share.  The Company’s management believes the presentation of core net income and core earnings per share provides investors with a greater understanding of the Company’s operating results, in addition to the results measured in accordance with GAAP.  While management uses these non-GAAP measures in its analysis of the Company’s performance, this information should not be viewed as a substitute for financial results determined in accordance with GAAP or considered to be more important than financial results determined in accordance with GAAP.

 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Supplemental Financial Information

Condensed Consolidated Average Balance

Sheets And Average Rate Data (unaudited)

(In thousands)

 

		Three months ended June 30,
		2014								2013
								Average								Average
		Average						Yield/		Average						Yield/
		Balance			Interest			Cost		Balance			Interest			Cost
Interest earning assets:
Loans, net (including loan fee income)		$	1,156,025		$	14,070		4.88	%	$	864,353		$	11,190		5.19	%
Securities			873,958			4,931		2.26			692,528			3,214		1.86
Deposits with banks			11,364			7		0.25			11,076			8		0.29
Total interest earning assets			2,041,347			19,008		3.73			1,567,957			14,412		3.69
Non interest earning assets:
Other Assets			127,519								89,911
Total assets		$	2,168,866							$	1,657,868
Interest bearing liabilities:
Deposits		$	1,167,140		$	1,131		0.39	%	$	973,453		$	1,286		0.53	%
Federal funds purchased and repurchase agreements			74,738			140		0.75			62,541			126		0.81
Federal Home Loan Bank advances			163,880			302		0.74			23,260			48		0.83
Junior Subordinated Debentures			16,002			342		8.57			16,002			342		8.57
Total interest bearing liabilities			1,421,760			1,915		0.54			1,075,256			1,802		0.67
Non interest bearing liabilities:
Demand deposits			556,655								454,283
Other liabilities			14,478								6,923
Total liabilities			1,992,893								1,536,462
Stockholders’ equity			175,973								121,406
Total liabilities and stockholders’ equity		$	2,168,866							$	1,657,868
Net interest income/interest rate spread						17,093		3.19	%					12,610		3.02	%
Net interest earning assets/net interest margin		$	619,587					3.36	%	$	492,701					3.23	%
Less: Tax equivalent adjustment						(278	)							(304	)
Net interest income					$	16,815							$	12,306

 

 

BRIDGE BANCORP, INC. AND SUBSIDIARIES

Supplemental Financial Information

Condensed Consolidated Average Balance

Sheets And Average Rate Data (unaudited)

(In thousands)

 

		Six months ended June 30,
		2014								2013
								Average								Average
		Average						Yield/		Average						Yield/
		Balance			Interest			Cost		Balance			Interest			Cost
Interest earning assets:
Loans, net (including loan fee income)		$	1,110,494		$	27,386		4.97	%	$	837,505		$	21,858		5.26	%
Securities		826,666			9,266			2.26		692,919			6,597			1.92
Deposits with banks		11,498			15			0.26		9,682			13			0.27
Total interest earning assets		1,948,658			36,667			3.79		1,540,106			28,468			3.73
Non interest earning assets:
Other Assets		117,082								80,104
Total assets		$	2,065,740							$	1,620,210
Interest bearing liabilities:
Deposits		$	1,123,867		$	2,238		0.40	%	$	953,531		$	2,584		0.55	%
Federal funds purchased and repurchase agreements		69,196			269			0.78		60,012			250			0.84
Federal Home Loan Bank advances		123,974			547			0.89		19,153			88			0.93
Junior Subordinated Debentures		16,002			683			8.61		16,002			683			8.61
Total interest bearing liabilities		1,333,039			3,737			0.57		1,048,698			3,605			0.69
Non interest bearing liabilities:
Demand deposits		545,188								445,205
Other liabilities		12,213								6,661
Total liabilities		1,890,440								1,500,564
Stockholders’ equity		175,300								119,646
Total liabilities and stockholders’ equity		$	2,065,740							$	1,620,210
Net interest income/interest rate spread					32,930			3.22	%				24,863			3.04	%
Net interest earning assets/net interest margin		$	615,619					3.41	%	$	491,408					3.26	%
Less: Tax equivalent adjustment					(579		)						(629		)
Net interest income					$	32,351							$	24,234