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Form 8-K BRIDGE BANCORP INC For: Oct 27

October 27, 2014 9:31 AM EDT

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):� October 27, 2014


BRIDGE BANCORP,�INC.

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


New York

001-34096

11-2934195

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

2200 Montauk Highway

Bridgehampton, New York

11932

(Address of principal executive offices)

(Zip Code)

(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 October 27, 2014, the Company issued a press release announcing its earnings for the fiscal quarter ended September 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 October 27, 2014, announcing the earnings of the Company for the fiscal quarter ended September 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:� October 27, 2014


Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

Contact:

Howard H. Nolan

GRAPHIC

Senior Executive Vice President

Chief Financial Officer

(631) 537-1000, ext. 7255

BRIDGE BANCORP,�INC.

REPORTS THIRD QUARTER 2014 RESULTS

Continued Strong Growth in Deposits, Loans and Income

(Bridgehampton, NY � October�27, 2014) �Bridge Bancorp,�Inc. (NASDAQ: BDGE), the parent company of The Bridgehampton National Bank (BNB), today announced its results for the third quarter of 2014 and reported record net income and earnings per share of $4.9 million and $.42 per share. Highlights of the Company�s financial results for the quarter include:

Record net income of $4.9 million and $.42 per share, a 56% increase in net income over the September�2013 quarter.

Returns on average assets and equity for the September�2014 quarter were .89% and 10.83%, respectively.

Quarterly net interest income increased $4.3 million to $17.4 million for September�2014, with a net interest margin of 3.45%.

Total assets of $2.2 billion at September�2014, 30% higher than September�2013.

Loan growth of $310 million or 33%, compared to September�2013.

Deposits of $1.80 billion, a 23% increase compared to the third quarter of 2013.

Continued solid asset quality metrics and reserve coverage.

Tier 1 Capital increased by $41.7 million, or 29% higher than September�2013.

Declared a dividend of $.23 during the quarter.

�Our growth in deposits, assets and record results reflect our efforts to expand our franchise coupled with the success of our new and legacy customers. Our larger footprint, capital base and related infrastructure investments enabled us to gain operating leverage, resulting in higher net interest income and net income. We continue to consider opportunities to grow our franchise and during the quarter we opened our 27th�branch in



Bay Shore, New York and expect to open branches during the fourth quarter of this year in Port Jefferson and Smithtown, New York,� commented Kevin M. O�Connor, President and CEO of Bridge Bancorp,�Inc.

Net Earnings and Returns

Net income for the quarter ended September�30, 2014 was $4.9 million or $0.42 per share, compared to $3.1 million or $.34 per share, for the same period in 2013.� Net income for the 2013 third quarter includes $0.3 million or $0.03 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�). The increase in net income reflects growth in earning assets generating higher net interest income and higher non interest income, with offsetting increases in operating expenses.� Third quarter 2014 earnings per share reflect the additional 1.9 million shares issued with the $37.5 million October�2013 common stock offering.� Returns on average assets and equity for the third quarter of 2014 were .89% and 10.83%, respectively, compared to .71% and 9.86%, respectively, for the third quarter of 2013.

Net interest income grew in the third quarter of 2014, as average earning assets increased by 23% or $372.8 million, and the net interest margin increased to 3.45% from 3.21% in September�2013. This growth reflects the positive effects of greater loan demand and higher deposit balances, including the acquired loans and deposits of FNBNY. The net interest margin�s improvement reflects an increase in average loans to average earning assets to 60% for the quarter ended September�30, 2014 from 55% in September�2013. The margin also benefited from 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, consistent with September�2013, while net charge-offs were $0.2 million for the third quarter of 2014.� Total non-interest income increased $0.5 million, due primarily to $0.3 million in higher other income principally related to BOLI and $0.2 million in increases in service fees and title fee income. Non-interest expense increased $2.2 million for the quarter compared to September�2013, reflecting the additional costs of the acquired FNBNY operations, investments in new branches, technology enhancements and additional staffing partially offset by a decrease of $0.3 million in acquisition related costs.

Core net income for the nine months ended September�2014 was $13.4 million or $1.16 per share compared to $9.3 million or $1.02 per share for the same period in 2013. Core net income excludes FNBNY acquisition costs, branch restructuring costs and net gains and losses on securities sales.

�Our continued growth in loans and deposits, combined with a favorable change in the mix of our earning assets, contributed to a higher net interest margin and record net interest income. Our higher net income reflects the operating leverage gained from the return on our investments in infrastructure required to support our larger scale,� noted Mr.�O�Connor.

Balance Sheet and Asset Quality

Total assets at quarter end were $2.2 billion, $514.7 million or 30% higher than September�2013 and average assets for the three months ended September�2014 increased $437.2 million or 25% compared to September�2013. This growth includes the assets acquired in connection with the FNBNY acquisition in February�2014.� Loans grew $310.3 million to $1.24 billion compared to $933.2 million at September�2013.� The increase in loans was primarily driven by organic loan growth of $241.8 million or 26% growth over September�2013.� Earning asset growth continues to be funded principally by deposits, which increased $340.2 million or 23% to $1.80 billion at September�2014. Demand deposits totaled $605.5 million, $118.2 million or 24% higher than September�2013.

Asset quality measures remained strong as non-performing assets decreased $1.5 million from $4.3 million at September�30, 2013 to $2.8 million or 0.13% of the total assets at September�2014.� Non-performing assets include real estate owned of $0.6 million acquired through a deed in lieu of foreclosure. This property was sold



in October�2014 at a modest gain. Non-performing loans of $2.2 million represent 0.18% of total loans, compared to $4.3 million or 0.46% at September�2013.� Loans 30 to 89 days past due decreased $0.4 million to $1.2 million from $1.6 million as of September�2013.

The allowance for loan losses to total loans ratio excludes the FNBNY acquired loans, recorded at their fair value, effectively netted estimated future losses against those loan balances. The allowance for loan losses increased $1.0 million to $17.0 million from $16.0 million as of December�2013. The allowance as a percentage of BNB originated loans was 1.45% at September�2014, compared to 1.58% at December�2013, and 1.66% at September�2013. These declines reflect an improving economy, increasing collateral values, and stable asset quality trends.

Stockholders� equity grew $56.0 million to $175.0 million at September�2014, compared to $119.0 million at September�2013.� The growth reflects earnings, as well as the capital raised in connection with the October�2013 common stock offering and Dividend Reinvestment Plan, and an increase in the fair value of available for sale investment securities partially offset by shareholders� dividends. Overall, Tier 1 Capital increased to $186.3 million, 29% higher than the September�2013 level.� The Company�s capital ratios continue to exceed all regulatory minimums, and the Bank remains classified as �well capitalized�.

Challenges and Opportunities

�Despite some signs of economic recovery, interest rates have remained at historically low levels as accommodative central banks continue to evaluate the potential impact of significant worldwide geopolitical turmoil. The consequences of these events and the expected wind down of liquidity by the Federal Reserve present unique challenges to the banking industry. We continue to carefully monitor the possible impact of these events on market interest rates and asset values while remaining focused on managing both interest rate and credit risk,� commented Mr.�O�Connor.

�While we are mindful of these concerns, we remain committed to executing our business plan and long term growth strategy. Our approach to expansion and investment in infrastructure has extended our footprint and increased our scale allowing us to partner with entrepreneurs as they expand and invest in their enterprises. We continue to seek opportunities for growth with the understanding that we must remain strong and flexible.� Our success has been, and will continue to be, built on our core principles of serving the financial needs of our customers in the communities where we live and work and delivering long term results for our employees 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 27 retail branch locations and two loan production offices; one in Manhattan, and one in Riverhead, New York.� Through our 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)

September�30,

December�31,

September�30,

2014

2013

2013

ASSETS

Cash and Due from Banks

$

40,481

$

39,997

$

32,612

Interest Earning Deposits with Banks

7,280

5,576

4,362

Total Cash and Cash Equivalents

47,761

45,573

36,974

Securities Available for Sale, at Fair Value

612,901

575,179

488,664

Securities Held to Maturity

209,777

201,328

197,622

Total Securities

822,678

776,507

686,286

Securities, Restricted

10,600

7,034

4,424

Loans Held for Investment

1,243,560

1,013,263

933,234

Less: Allowance for Loan Losses

(17,017

)

(16,001

)

(15,483

)

Loans, net

1,226,543

997,262

917,751

Premises and Equipment, net

31,862

27,983

27,830

Goodwill and Other Intangible Assets

11,560

2,224

2,238

Accrued Interest Receivable and Other Assets

65,249

40,163

26,051

Total Assets

$

2,216,253

$

1,896,746

$

1,701,554

LIABILITIES AND STOCKHOLDERS� EQUITY

Demand Deposits

$

605,456

$

582,938

$

487,281

Savings, NOW and Money Market Deposits

1,040,566

855,246

868,318

Certificates of Deposit of $100,000 or more

97,170

64,445

69,625

Other Time Deposits

60,061

36,450

37,800

Total Deposits

1,803,253

1,539,079

1,463,024

Federal Funds Purchased and Repurchase Agreements

52,774

75,370

52,315

Federal Home Loan Bank Advances

150,955

98,000

40,000

Junior Subordinated Debentures

16,002

16,002

16,002

Other Liabilities and Accrued Expenses

18,294

8,835

11,206

Total Liabilities

2,041,278

1,737,286

1,582,547

Total Stockholders� Equity

174,975

159,460

119,007

Total Liabilities and Stockholders� Equity

$

2,216,253

$

1,896,746

$

1,701,554

Selected Financial Data:

Tangible Book Value Per Share

$

14.03

$

13.90

$

12.62

Capital Ratios:

Total Capital (to risk weighted assets)

13.2

%

16.3

%

14.0

%

Tier 1 Capital (to risk weighted assets)

12.1

%

15.1

%

12.8

%

Tier 1 Capital (to average assets)

8.6

%

10.3

%

8.4

%

Asset Quality:

Loans 30-89 days past due

$

1,159

$

1,549

$

1,648

Loans 90 days past due and accruing

$

306

$

1

$

551

Non-performing loans

$

2,230

$

3,821

$

4,279

Real estate owned

577

2,242

Non-performing assets

$

2,807

$

6,063

$

4,279

Non-performing loans/Total loans

0.18

%

0.38

%

0.46

%

Non-performing assets/Total assets

0.13

%

0.32

%

0.25

%

Allowance/Non-performing loans

763.09

%

418.76

%

361.84

%

Allowance/Total loans

1.37

%

1.58

%

1.66

%

Allowance/Originated loans

1.45

%

1.58

%

1.66

%



BRIDGE BANCORP,�INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

Three�months�ended

Nine�months�ended

September�30,

September�30,

2014

2013

2014

2013

Interest Income

$

19,219

$

14,913

$

55,307

$

42,752

Interest Expense

1,857

1,865

5,594

5,470

Net Interest Income

17,362

13,048

49,713

37,282

Provision for Loan Losses

500

500

1,700

1,650

Net Interest Income after Provision for Loan Losses

16,862

12,548

48,013

35,632

Other Non Interest Income

2,153

1,692

5,592

4,932

Title Fee Income

400

357

1,183

1,041

Net Securities Gains (Losses)

9

11

(1,119

)

659

Total Non Interest Income

2,562

2,060

5,656

6,632

Salaries and Benefits

6,656

5,292

19,274

16,012

Acquisition Costs and Branch Restructuring

338

4,734

338

Amortization of Core Deposit Intangible

96

14

250

45

Other Non Interest Expense

5,342

4,217

14,973

11,729

Total Non Interest Expense

12,094

9,861

39,231

28,124

Income Before Income Taxes

7,330

4,747

14,438

14,140

Provision for Income Taxes

2,459

1,624

4,843

4,652

Net Income

$

4,871

$

3,123

$

9,595

$

9,488

Basic and Diluted Earnings Per Share

$

0.42

$

0.34

$

0.83

$

1.04

Weighted Average Common Shares

11,642

9,211

11,584

9,082

Selected Financial Data:

Return on Average Total Assets

0.89

%

0.71

%

0.61

%

0.76

%

Acquisition Costs and Branch Restructuring, Net of Tax

0.00

%

0.06

%

0.19

%

0.02

%

Net Securities Losses (Gains), Net of Tax

0.00

%

0.00

%

0.05

%

(0.03

)%

Core Return on Average Total Assets

0.89

%

0.77

%

0.85

%

0.75

%

Return on Average Stockholders� Equity

10.83

%

9.86

%

7.27

%

10.43

%

Acquisition Costs and Branch Restructuring, Net of Tax

0.00

%

0.83

%

2.34

%

0.29

%

Net Securities Losses (Gains), Net of Tax

(0.01

)%

(0.03

)%

0.55

%

(0.50

)%

Core Return on Average Stockholders� Equity

10.82

%

10.66

%

10.16

%

10.22

%

Net Interest Margin

3.45

%

3.21

%

3.42

%

3.24

%

Core Efficiency

59.59

%

61.86

%

59.78

%

62.83

%

Core Operating Expense as a % of Average Assets

2.21

%

2.18

%

2.20

%

2.24

%

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

Three�months�ended

Nine�months�ended

September�30,

September�30,

2014

2013

2014

2013

Net Income Reported/Diluted Earnings Per Share - (GAAP)

$

4,871

$

0.42

$

3,123

$

0.34

$

9,595

$

0.83

$

9,488

$

1.04

Adjustments:

Acquisition Costs and Branch Restructuring, Net of Tax

262

0.03

3,082

0.27

262

0.03

Net Securities (Gains) Losses, Net of Tax

(6

)

(8

)

727

0.06

(447

)

(0.05

)

Net Income/Diluted Earnings Per Share - Core

$

4,865

$

0.42

$

3,377

$

0.37

$

13,404

$

1.16

$

9,303

$

1.02

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�September�30,

2014

2013

Average

Average

Average

Yield/

Average

Yield/

Balance

Interest

Cost

Balance

Interest

Cost

Interest earning assets:

Loans, net (including loan fee income)

$

1,207,009

$

14,997

4.93

%

$

904,889

$

11,585

5.08

%

Securities

801,939

4,433

2.19

735,050

3,595

1.94

Deposits with banks

12,404

8

0.26

8,645

7

0.32

Total interest earning assets

2,021,352

19,438

3.82

1,648,584

15,187

3.65

Non interest earning assets:

Other Assets

149,371

84,910

Total assets

$

2,170,723

$

1,733,494

Interest bearing liabilities:

Deposits

$

1,196,502

$

1,122

0.37

%

$

991,544

$

1,248

0.50

%

Federal funds purchased and repurchase agreements

81,849

149

0.72

51,933

123

0.94

Federal Home Loan Bank advances

92,443

245

1.05

46,065

153

1.32

Junior Subordinated Debentures

16,002

341

8.45

16,002

341

8.45

Total interest bearing liabilities

1,386,796

1,857

0.53

1,105,544

1,865

0.67

Non interest bearing liabilities:

Demand deposits

587,298

493,989

Other liabilities

18,192

8,305

Total liabilities

1,992,286

1,607,838

Stockholders� equity

178,437

125,656

Total liabilities and stockholders� equity

$

2,170,723

$

1,733,494

Net interest income/interest rate spread

17,581

3.29

%

13,322

2.98

%

Net interest earning assets/net interest margin

$

634,556

3.45

%

$

543,040

3.21

%

Less: Tax equivalent adjustment

(219

)

(274

)

Net interest income

$

17,362

$

13,048



BRIDGE BANCORP,�INC. AND SUBSIDIARIES

Supplemental Financial Information

Condensed Consolidated Average Balance

Sheets And Average Rate Data (unaudited)

(In thousands)

Nine�months�ended�September�30,

2014

2013

Average

Average

Average

Yield/

Average

Yield/

Balance

Interest

Cost

Balance

Interest

Cost

Interest earning assets:

Loans, net (including loan fee income)

$

1,143,019

$

42,383

4.96

%

$

860,213

$

33,438

5.20

%

Securities

818,333

13,699

2.24

707,117

10,192

1.93

Deposits with banks

11,804

23

0.26

9,332

20

0.29

Total interest earning assets

1,973,156

56,105

3.80

1,576,662

43,650

3.70

Non interest earning assets:

Other Assets

127,963

81,724

Total assets

$

2,101,119

$

1,658,386

Interest bearing liabilities:

Deposits

$

1,148,344

$

3,360

0.39

%

$

966,342

$

3,832

0.53

%

Federal funds purchased and repurchase agreements

73,460

418

0.76

57,290

373

0.87

Federal Home Loan Bank advances

113,348

792

0.93

28,222

241

1.14

Junior Subordinated Debentures

16,002

1,024

8.56

16,002

1,024

8.56

Total interest bearing liabilities

1,351,154

5,594

0.55

1,067,856

5,470

0.68

Non interest bearing liabilities:

Demand deposits

559,379

461,645

Other liabilities

14,229

7,214

Total liabilities

1,924,762

1,536,715

Stockholders� equity

176,357

121,671

Total liabilities and stockholders� equity

$

2,101,119

$

1,658,386

Net interest income/interest rate spread

50,511

3.25

%

38,180

3.02

%

Net interest earning assets/net interest margin

$

622,002

3.42

%

$

508,806

3.24

%

Less: Tax equivalent adjustment

(798

)

(898

)

Net interest income

$

49,713

$

37,282




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