Newbridge Bancorp (NBBC) 8-K Results of Operations and Financial Condition

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form8-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)February 29, 2016

NEWBRIDGE BANCORP

(Exact Name of Registrant as Specified in Charter)

North Carolina	000-11448	56-1348147
State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

1501 Highwoods Boulevard, Suite 400, Greensboro North Carolina	27410
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (336) 369-0900

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

Following December 31, 2015 and the Company’s January 28, 2016 press release announcing summary unaudited financial information for the fourth quarter and fiscal year ended December 31, 2015, but prior to the date the Company anticipates issuing its audited consolidated financial statements for the year ending December 31, 2015, the Company’s banking subsidiary, NewBridge Bank, reached an agreement to settle threatened litigation. As a result, the Company accrued a loss contingency, net of insurance coverage proceeds of $4.8 million, which results in an after tax reduction in net income of $3.0 million. The Company’s prior summary financial information included a loss contingency accrual of $350,000 relating to this threatened litigation. As a consequence:

· Net income available to common shareholders totaled $435,000, or $0.01 per diluted share, for the quarter and $15.8 million, or $0.40 per diluted share, for the year.

· Shareholders’ equity decreased to $257.0 million at December 31, 2015, down $4.4 million from $261.4 million at September 30, 2015.

· The Company’s tangible book value per share declined to $5.85 per share at December 31, 2015 from $5.96 at September 31, 2015.

Below is the Company’s updated summary unaudited financial information for the fourth quarter and fiscal year ended December 31, 2015.

	Three Months Ended December 31				Twelve Months Ended December 31
	2015		2014		2015		2014
Income Statement Data
(Dollars in thousands, except share data)
Interest income:
Loans	$	20,855	$	19,157	$	81,811	$	71,230
Investment securities		4,282		4,055		17,347		14,468
Other		25		38		136		118
Total interest income		25,162		23,250		99,294		85,816
Interest expense:
Deposits		1,298		1,060		5,141		4,000
Borrowings from the FHLB		374		230		1,227		801
Other		695		656		2,681		2,344
Total interest expense		2,367		1,946		9,049		7,145
Net interest income		22,795		21,304		90,245		78,671
Provision for credit losses		-		50		120		883
Net interest income after provision for credit losses		22,795		21,254		90,125		77,788
Noninterest income:
Retail banking		2,358		2,515		9,062		10,424
Mortgage banking services		422		217		1,749		870
Wealth management services		609		771		2,859		2,919
Gain on sale of investment securities		-		-		-		-
Bank-owned life insurance		354		316		2,126		1,385
Other		377		258		1,835		1,115
Total noninterest income		4,120		4,077		17,631		16,713
Noninterest expense:
Personnel		10,011		9,946		40,445		36,617
Occupancy		1,431		1,218		5,614		4,910
Furniture and equipment		923		1,003		3,912		3,806
Technology and data processing		1,371		1,228		5,216		4,727
Legal and professional		874		816		3,569		2,994
FDIC insurance		393		382		1,634		1,602
Other real estate owned		138		376		636		870
Acquisition related expenses		2,074		171		4,608		5,081
Other		8,658		3,468		17,564		12,099
Total noninterest expense		25,873		18,608		83,198		72,706
Income before income taxes		1,042		6,723		24,558		21,795
Income tax expense		607		2,458		8,780		7,819
Net income		435		4,265		15,778		13,976
Dividends on preferred stock		-		-		-		(337	)
Net income available to common shareholders	$	435	$	4,265	$	15,778	$	13,639
Net income per share - basic	$	0.01	$	0.11	$	0.41	$	0.39
Net income per share - diluted	$	0.01	$	0.11	$	0.40	$	0.38
Cash dividends declared per share	$	0.015	$	-	$	0.06	$	-

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FINANCIAL SUMMARY

	2015												2014
	Fourth			Third			Second			First			Fourth
	Quarter			Quarter			Quarter			Quarter			Quarter
Period-End Balance Sheets
(Dollars in thousands)
Assets
Loans held for sale	$	10,566		$	10,562		$	15,100		$	11,739		$	6,181
Commercial loans		1,089,728			1,040,504			1,039,540			1,011,386			928,761
Real estate - construction loans		240,539			227,016			192,142			189,792			168,109
Real estate - mortgage loans		726,124			724,692			731,413			712,220			672,574
Consumer loans		23,531			24,556			24,637			25,576			26,164
Other loans		8,700			8,387			16,471			9,058			8,798
Total loans held for investment		2,088,622			2,025,155			2,004,203			1,948,032			1,804,406
Allowance for credit losses		(20,995	)		(21,323	)		(21,314	)		(21,878	)		(22,112	)
Net loans held for investment		2,067,627			2,003,832			1,982,889			1,926,154	(1)		1,782,294
Investment securities		496,809			513,106			531,021			536,083			496,798
Other earning assets		9,721			15,187			18,028			23,911			17,131
Goodwill		24,480			24,480			24,480			24,480			22,063
Core deposit intangible		3,780			4,215			4,677			5,148			4,616
Other non-earning assets		197,757			201,062			202,490			207,528			191,149
Total Assets	$	2,810,740		$	2,772,444		$	2,778,685		$	2,735,043		$	2,520,232
Liabilities and Shareholders' Equity
Noninterest-bearing deposits	$	401,121		$	377,175		$	363,036		$	360,378		$	319,327
Savings deposits		70,295			69,234			69,364			69,510			67,639
NOW accounts		591,376			569,570			548,109			543,149			509,450
Money market accounts		443,325			478,380			470,186			473,671			386,733
Time deposits		442,538			507,058			544,115			580,077			549,415
Total deposits		1,948,655			2,001,417			1,994,810			2,026,785	(2)		1,832,564
Total borrowings		576,024			491,274			509,074			435,454			438,474
Other liabilities		29,065			18,347			19,184			21,591			17,839
Shareholders' equity (all common)		256,996			261,406			255,617			251,213			231,355
Total Liabilities and Shareholders' Equity	$	2,810,740		$	2,772,444		$	2,778,685		$	2,735,043		$	2,520,232

⁽¹⁾ Includes $93.0 million from Premier Commercial Bank acquisition.

⁽²⁾ Includes $125.2 million from Premier Commercial Bank acquisition.

COMMON STOCK DATA

	2015								2014
	Fourth		Third		Second		First		Fourth
	Quarter		Quarter		Quarter		Quarter		Quarter
Market value:
End of period	$	12.18	$	8.53	$	8.93	$	8.92	$	8.71
High		13.30		8.99		9.17		9.18		8.98
Low		8.45		7.82		7.48		7.78		7.34
Book value		6.57		6.69		6.54		6.44		6.22
Tangible book value		5.85		5.96		5.80		5.68		5.50
Average shares outstanding		39,098,354		39,076,883		39,046,498		37,844,273		37,195,303
Average diluted shares outstanding		39,718,978		39,537,027		39,496,122		38,333,841		37,655,766
Class A shares at end of period		37,395,458		37,353,883		35,890,135		35,815,135		34,008,795
Class B shares at end of period		1,723,000		1,723,000		3,186,748		3,186,748		3,186,748

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ASSET QUALITY DATA

	2015												2014
	Fourth			Third			Second			First			Fourth
	Quarter			Quarter			Quarter			Quarter			Quarter
(Dollars in thousands)
Loans identified as impaired	$	4,379		$	5,216		$	3,648		$	3,701		$	4,227
Other nonperforming loans		2,180			2,229			2,035			2,240			2,985
Total nonperforming loans		6,559			7,445			5,683			5,941			7,212
Other real estate owned		1,397			1,788			2,142			2,484			3,057
Total nonperforming assets	$	7,956		$	9,233		$	7,825		$	8,425		$	10,269
Net chargeoffs	$	328		$	(9	)	$	580		$	338		$	439
Allowance for credit losses		20,995			21,323			21,314			21,878			22,112
Allowance for credit losses to loans held for investment		1.01	%		1.05	%		1.06	%		1.12	%		1.23	%
Allowance for credit losses to loans held for investment excluding acquired loans		1.13			1.20			1.23			1.35			1.43
Nonperforming loans to loans held for investment		0.31			0.37			0.28			0.30			0.40
Nonperforming assets to total assets		0.28			0.33			0.28			0.31			0.41
Nonperforming loans to total assets		0.23			0.27			0.20			0.22			0.29
Net chargeoff percentage (annualized)		0.06			(0.00	)		0.12			0.07			0.10
Allowance for credit losses to nonperforming loans		320.09			286.41			375.05			368.25			306.60

Allowance for credit losses rollforward	Three Months Ended December 31				Twelve Months Ended December 31
	2015		2014		2015		2014
Beginning balance	$	21,323	$	22,501	$	22,112	$	24,550
Chargeoffs		1,424		1,344		4,097		7,408
Recoveries		1,096		905		2,860		4,087
Net chargeoffs		328		439		1,237		3,321
Provision for credit losses		-		50		120		883
Ending balance	$	20,995	$	22,112	$	20,995	$	22,112

INVESTMENT PORTFOLIO

(Dollars in thousands)	As of December 31, 2015
	Amortized		Gross		Gross			Estimated		Average			Average
	Cost		Unrealized Gain		Unrealized Loss			Fair Value		Yield (%)			Duration (years)
Debt Securities(1)
Available for sale debt securities	$	322,758	$	6,008	$	(2,202	)	$	326,564		3.46	(2)		3.10
Held to maturity debt securities		131,948		2,173		(511	)		133,610		3.26	(2)		5.02
Total debt securities		454,706		8,181		(2,713	)		460,174		3.40	(2)		3.75
Equity Securities(1)
Available for sale equity securities		37,978		328		(9	)		38,297
Total Investment Portfolio(1)	$	492,684	$	8,509	$	(2,722	)	$	498,471

(Dollars in thousands)	As of December 31, 2014
	Amortized		Gross		Gross			Estimated		Average			Average
	Cost		Unrealized Gain		Unrealized Loss			Fair Value		Yield (%)			Duration (years)
Debt Securities(1)
Available for sale debt securities	$	325,755	$	9,484	$	(2,097	)	$	333,142		3.58	(2)		3.71
Held to maturity debt securities		130,701		1,711		(497	)		131,915		2.89	(2)		5.00
Total debt securities		456,456		11,195		(2,594	)		465,057		3.38	(2)		4.08
Equity Securities(1)
Available for sale equity securities		32,750		361		(156	)		32,955
Total Investment Portfolio(1)	$	489,206	$	11,556	$	(2,750	)	$	498,012

⁽¹⁾ Available for sale securities are carried at fair value on the balance sheet while held to maturity securities are carried at amortized cost.

⁽²⁾ Fully taxable equivalent basis.

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ANALYSIS OF YIELDS AND RATES

	Three Months Ended December 31, 2015							Three Months Ended December 31, 2014
	Average		Interest Income/		Average Yield/			Average		Interest Income/		Average Yield/
	Balance		Expense(1)		Rate			Balance		Expense(1)		Rate
(Fully taxable equivalent basis, dollars in thousands)
Earning Assets
Loans receivable	$	2,062,643	$	20,855		4.01	%	$	1,786,411	$	19,157		4.25	%
Investment securities		504,297		4,399		3.49	%		499,265		4,193		3.36	%
Other earning assets		12,848		25		0.77	%		18,430		38		0.82	%
Total Earning Assets		2,579,788		25,279		3.89	%		2,304,106		23,388		4.03	%
Non-Earning Assets		200,595							194,708
Total Assets	$	2,780,383		25,279				$	2,498,814		23,388
Interest-Bearing Liabilities
Deposits	$	1,590,252		1,298		0.32	%	$	1,522,435		1,060		0.28	%
Borrowings		510,364		1,069		0.83	%		407,593		886		0.86	%
Total Interest-Bearing Liabilities		2,100,616		2,367		0.45	%		1,930,028		1,946		0.40	%
Noninterest-bearing deposits		398,933							322,123
Other liabilities		19,309							15,840
Shareholders' equity		261,525							230,823
Total Liabilities and Shareholders' Equity	$	2,780,383		2,367				$	2,498,814		1,946
Net Interest Income			$	22,912						$	21,442
Net Interest Margin						3.52	%						3.69	%
Interest Rate Spread						3.44	%						3.63	%

	Twelve Months Ended December 31, 2015							Twelve Months Ended December 31, 2014
	Average		Interest Income/		Average Yield/			Average		Interest Income/		Average Yield/
	Balance		Expense(1)		Rate			Balance		Expense(1)		Rate
(Fully taxable equivalent basis, dollars in thousands)
Earning Assets
Loans receivable	$	1,981,276	$	81,811		4.13	%	$	1,670,113	$	71,230		4.26	%
Investment securities		520,972		17,885		3.43	%		455,262		14,965		3.29	%
Other earning assets		18,158		136		0.75	%		14,763		118		0.80	%
Total Earning Assets		2,520,406		99,832		3.96	%		2,140,138		86,313		4.04	%
Non-Earning Assets		201,608							192,412
Total Assets	$	2,722,014		99,832				$	2,332,550		86,313
Interest-Bearing Liabilities
Deposits	$	1,604,888		5,141		0.32	%	$	1,489,293		4,000		0.27	%
Borrowings		478,968		3,908		0.82	%		318,858		3,145		0.99	%
Total Interest-Bearing Liabilities		2,083,856		9,049		0.43	%		1,808,151		7,145		0.40	%
Noninterest-bearing deposits		366,558							294,704
Other liabilities		19,435							15,537
Shareholders' equity		252,165							214,158
Total Liabilities and Shareholders' Equity	$	2,722,014		9,049				$	2,332,550		7,145
Net Interest Income			$	90,783						$	79,168
Net Interest Margin						3.60	%						3.70	%
Interest Rate Spread						3.53	%						3.64	%

⁽¹⁾ Income related to securities exempt from federal income taxes is stated on a fully taxable-equivalent basis, assuming a federal income tax rate of 35%, and is then reduced by the non-deductible portion of interest expense. For the three months ended December 31, the adjustments made to convert to a fully taxable-equivalent basis were $117 for 2015 and $138 for 2014. For the twelve months ended December 31, the adjustments made to convert to a fully taxable-equivalent basis were $538 for 2015 and $497 for 2014.

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OTHER DATA

	Three Months Ended December 31						Twelve Months Ended December 31
	2015			2014			2015			2014
Tangible common equity	$	228,736		$	204,676		$	228,736		$	204,676
Return on average assets		0.06	%		0.68	%		0.58	%		0.60	%
Return on average equity		0.66			7.33			6.26			6.53
Net yield on earning assets		3.52			3.69			3.60			3.70
Average loans to assets		74.19			71.49			72.79			71.60
Average loans to deposits		103.69			96.85			100.50			93.62
Average noninterest - bearing deposits to total deposits		20.06			17.46			18.59			16.52
Average equity to assets		9.41			9.24			9.26			9.18
Common equity tier 1 capital as a percentage of total risk weighted assets		9.75			N/A			9.75			N/A
Total capital as a percentage of total risk weighted assets		11.96			12.23			11.96			12.23
Tangible common equity as a percentage of tangible assets		8.22			8.21			8.22			8.21
Tangible common equity as a percentage of total risk weighted assets		9.62			10.13			9.62			10.13

NON-GAAP MEASURES

Operating net income, net income less acquisition related expenses

(Dollars in thousands)

	Three Months Ended December 31				Twelve Months Ended December 31
	2015		2014		2015		2014
Net income available to common shareholders	$	435	$	4,265	$	15,778	$	13,639
Add acquisition related expenses adjusted for tax		1,325		202		3,259		3,350
Tax rate change - DTA adjustment		231		-		231		-
Operating net income	$	1,991	$	4,467	$	19,268	$	16,989
Operating net income per share - diluted	$	0.05	$	0.12	$	0.49	$	0.48

Core efficiency percentage, efficiency percentage excluding acquisition related expenses

(Dollars in thousands)

	Three Months Ended December 31						Twelve Months Ended December 31
	2015			2014			2015			2014
Total noninterest expense (A)	$	25,873		$	18,608		$	83,198		$	72,706
Less acquisition related expenses		(2,074	)		(171	)		(4,608	)		(5,081	)
Numerator for calculation of core efficiency (B)	$	23,799		$	18,437		$	78,590		$	67,625
Net interest income	$	22,795		$	21,304		$	90,245		$	78,671
Total noninterest income		4,120			4,077			17,631			16,713
Denominator for calculations (C)	$	26,915		$	25,381		$	107,876		$	95,384
Efficiency percentage (A/C)		96.13	%		73.31	%		77.12	%		76.22	%
Core efficiency percentage (B/C)		88.42	%		72.64	%		72.85	%		70.90	%

Item 8.01. Other Events

On February 29, 2016, the Company disclosed updated summary unaudited financial information for the fourth quarter and fiscal year ended December 31, 2015. See Item 2.02. - Results of Operations and Financial Condition, above, incorporated herein by reference.

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About NewBridge Bancorp

NewBridge Bancorp (NASDAQ: NBBC) is the holding company for NewBridge Bank, a $2.8 billion community focused bank headquartered in Greensboro, North Carolina.  Through 42 branches, NewBridge Bank provides a comprehensive array of personal financial solutions including banking, lending, and wealth management services. The Bank’s commercial teams provide customized lending services, including SBA loans, along with sophisticated deposit and treasury management solutions to small businesses and middle market corporations. With continuous operations dating back to 1910 in the Piedmont Triad Region of North Carolina (Greensboro-Winston-Salem-High Point), NewBridge Bank’s served markets have expanded to also include Charlotte-Gastonia-Concord, Raleigh-Durham-Chapel Hill, and Wilmington in North Carolina, and Greenville-Spartanburg and Charleston in South Carolina. To make NewBridge Bank your preferred financial partner, please visit us in our offices or online atwww.newbridgebank.com.

Disclosures About Forward Looking Statements

The discussions included in this document and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially.  For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements.  Such statements are often characterized by the use of qualifying words such as "expects," "anticipates," "believes," "estimates," "plans," "projects," or other statements concerning opinions or judgments of NewBridge and its management about future events.  The accuracy of such forward looking statements could be affected by factors including, but not limited to: the ability to meet the closing conditions to the proposed merger with Yadkin Financial Corporation (“Yadkin”) on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Yadkin and NewBridge businesses or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; client borrowing, repayment, investment and deposit practices; client disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; the reaction to the merger of the companies’ clients, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. These forward looking statements express management's current expectations, plans or forecasts of future events, results and condition, including financial and other estimates and expectations regarding recently completed or proposed acquisitions and the general business strategy of engaging in bank acquisitions. Additional factors that could cause actual results to differ materially from those anticipated by forward looking statements are discussed in NewBridge's filings with the Securities and Exchange Commission (“SEC”), including without limitation its annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.  NewBridge undertakes no obligation to revise or update these statements following the date of this release.

Additional Information About the Proposed Merger and Where to Find It

In connection with the proposed merger, Yadkin filed with the SEC a Registration Statement on Form S-4 as amended, which included a joint proxy statement of Yadkin and NewBridge and a prospectus of Yadkin, as well as other relevant documents concerning the proposed merger. Investors and shareholders are also urged to carefully review and consider each of Yadkin’s and NewBridge’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q.

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SIGNATURES

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.

Dated:  February 29, 2016	NEWBRIDGE BANCORP
	By:	/s/ Ramsey K. Hamadi
		Ramey K. Hamadi, Senior Executive Vice President and Chief Financial Officer

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