NEWBRIDGE BANCORP

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” This Update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Update requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The Update also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 is not expected to have a material effect on the Company’s consolidated financial statements.

The Company and its subsidiary are regularly subject to pending and threatened litigation. Accounting guidance for contingencies requires an accrual of estimated loss from a contingency, including pending and threatened litigation, when it is probable (i.e., the future event or events are likely to occur) that a loss has been incurred and the amount of the loss can be reasonably estimated. This guidance also requires disclosure of a loss contingency matter when, in management’s judgment, a material loss is reasonably possible or probable. In March of 2015, the court-appointed receiver of a former customer of the Bank requested that the Bank enter a tolling agreement, failing which, it would consider filing an action against the Bank. The Bank executed the tolling agreement and has subsequently engaged in discussions with the receiver about relevant facts and actions that the Bank believes support conclusions that it acted reasonably and in good faith with respect to the former customer. In October of 2015, the receiver inquired whether the Bank desired to enter into settlement discussions or resolve the matter through litigation. At this time, the Company does not consider a loss to be probable and is unable to estimate the possible loss or range of loss. Accordingly, the Company has not recorded a liability for this contingency; however, the Company's view may change in the future as events unfold. The Company is involved in other litigation matters not listed above but does not consider the matters to be material either individually or in the aggregate at this time.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent expectations and beliefs of the Company including but not limited to the Company’s operations, performance, financial condition, growth or strategies. These forward-looking statements are identified by words such as “expects,” “anticipates,” “should,” “estimates,” “believes” and variations of these words and other similar statements. For this purpose, any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from current projections depending on a variety of important factors, including without limitation: the ability to obtain regulatory approvals and meet other closing conditions to the proposed merger with Yadkin Financial Corporation (“Yadkin”), including approval by Yadkin and the Company’s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the companies’ businesses or fully realizing cost savings and other benefits; business disruption following the proposed 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 transaction 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.

On October 12, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Yadkin Financial Corporation, a North Carolina corporation (“Yadkin”), and Navy Merger Sub Corp., a North Carolina corporation and a wholly-owned subsidiary of Yadkin (“Merger Sub”). The Merger Agreement provides that (i) Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Yadkin and (ii) immediately thereafter, the Company will merge with and into Yadkin (together with the Merger, the “Integrated Mergers”), with Yadkin continuing as the surviving corporation. Immediately following the consummation of the Integrated Mergers, the Company’s wholly-owned subsidiary, NewBridge Bank, will merge with and into Yadkin’s wholly-owned subsidiary, Yadkin Bank (the “Bank Merger”), with Yadkin Bank continuing as the surviving entity in the Bank Merger. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the Company’s shareholders will have the right to receive 0.50 shares of voting common stock, par value $1.00 per share, of Yadkin for each share of the Company’s common stock.

Based on Yadkin’s closing price of $22.79 as of October 12, 2015, the estimated aggregate purchase price is $456 million. The transaction is expected to close early in the second quarter of 2016, subject to shareholder and regulatory approval and other customary closing conditions.

The failure to complete the merger could negatively impact our business.

The transaction is expected to close early in the second quarter of 2016, subject to shareholder and regulatory approval and other customary closing conditions. However, there is no assurance that our merger with Yadkin will occur or that the conditions to the merger will be satisfied in a timely manner or at all. Further, there is no assurance that any event, change or other circumstances that could give rise to the termination of the Merger Agreement will not occur. If the proposed merger or a similar transaction is not completed, the price of our common stock may drop to the extent that the current market price of our common shares reflects an assumption that a transaction will be completed. Certain costs associated with the merger are already incurred or may be payable even if the merger is not completed. The Merger Agreement provides that a termination fee of $18 million will be payable by either Yadkin or the Company, as applicable, upon termination of the Merger Agreement under certain circumstances. In addition, under certain circumstances, documented out-of-pocket transaction expenses would be payable to the terminating party. Further, a failed transaction may result in negative publicity and a negative impression of us in the investment community. Finally, any disruptions to our business resulting from the announcement and pendency of the merger and from intensifying competition from our competitors, including any adverse changes in our relationships with our customers, vendors and employees or recruiting and retention efforts, could continue or accelerate in the event of a failed transaction. There can be no assurance that our business, these relationships or our financial condition will not be negatively impacted, as compared to the condition prior to the announcement of the merger, if the merger is not consummated.