Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o
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:        000-32891
1ST CONSTITUTION BANCORP
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
 
22-3665653
(State of Other Jurisdiction
of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
2650 Route 130, P.O. Box 634, Cranbury, NJ
 
08512
(Address of Principal Executive Offices)
 
(Zip Code)
(609) 655-4500
(Issuer’s Telephone Number, Including Area Code)
 
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ý       No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý       No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
(Do not check if a smaller reporting company)
o
 
Smaller reporting company
ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  ý
As of July 31, 2016, there were 7,952,794 shares of the registrant’s common stock, no par value, outstanding.




1ST CONSTITUTION BANCORP
FORM 10-Q
INDEX
 
 
Page
 
 
 
PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
Consolidated Balance Sheets (unaudited) at June 30, 2016 and December 31, 2015
 
 
 
 
Consolidated Statements of Income (unaudited) for the Three Months and Six Months Ended June 30, 2016 and June 30, 2015
 
 
 
 
Consolidated Statements of Comprehensive Income (unaudited) for the Three Months and Six Months Ended June 30, 2016 and June 30, 2015
 
 
 
 
Consolidated Statements of Changes in Shareholders' Equity (unaudited) for the Six Months Ended June 30, 2016 and June 30, 2015
 
 
 
 
Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2016 and June 30, 2015
 
 
 
 
Notes to Consolidated Financial Statements (unaudited)
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 6.
Exhibits
 
 
 
SIGNATURES




PART I. FINANCIAL INFORMATION
Item 1.        Financial Statements.

1ST Constitution Bancorp
Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
 
 
June 30, 2016
 
December 31, 2015
ASSETS
 
 
 
 
Cash and Due From Banks
 
$
13,650

 
$
11,368

Federal Funds Sold/Short-Term Investments
 

 

Total cash and cash equivalents
 
13,650

 
11,368

Investment Securities:
 
 

 
 

Available for sale, at fair value
 
111,327

 
91,422

Held to maturity (fair value of $127,899 and $127,157
at June 30, 2016 and December 31, 2015, respectively)
 
122,635

 
123,261

            Total investment securities
 
233,962

 
214,683

 
 
 
 
 
Loans Held for Sale
 
3,228

 
5,997

Loans
 
761,572

 
682,121

Less- Allowance for loan losses
 
(7,482
)
 
(7,560
)
             Net loans
 
754,090

 
674,561

 
 
 
 
 
Premises and Equipment, Net
 
10,845

 
11,109

Accrued Interest Receivable
 
3,051

 
2,853

Bank-Owned Life Insurance
 
21,936

 
21,583

Other Real Estate Owned
 
166

 
966

Goodwill and Intangible Assets
 
13,082

 
13,284

Other Assets
 
14,726

 
11,587

Total assets
 
$
1,068,736

 
$
967,991

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

LIABILITIES:
 
 

 
 

Deposits
 
 

 
 

Non-interest bearing
 
$
170,793

 
$
159,918

Interest bearing
 
620,693

 
626,839

Total deposits
 
791,486

 
786,757

 
 
 
 
 
Borrowings
 
149,865

 
58,896

Redeemable Subordinated Debt
 
18,557

 
18,557

Accrued Interest Payable
 
846

 
846

Accrued Expenses and Other Liabilities
 
6,354

 
6,975

Total liabilities
 
967,108

 
872,031

 
 
 
 
 
SHAREHOLDERS’ EQUITY:
 
 

 
 

Preferred stock, no par value; 5,000,000 shares authorized, none issued
 

 

Common Stock, no par value; 30,000,000 shares authorized; 7,985,937 and 7,575,492 shares issued and 7,952,639 and 7,545,684 shares outstanding as of June 30, 2016 and December 31, 2015, respectively
 
71,224

 
70,845

Retained earnings
 
30,125

 
25,589

Treasury Stock, 33,298 shares and 29,808 shares at June 30, 2016 and December 31, 2015, respectively
 
(368
)
 
(344
)
Accumulated other comprehensive income (loss)
 
647

 
(130
)
Total shareholders’ equity
 
101,628

 
95,960

Total liabilities and shareholders’ equity
 
$
1,068,736

 
$
967,991

The accompanying notes are an integral part of these financial statements.

1



1ST Constitution Bancorp
Consolidated Statements of Income
(Dollars in thousands, except per share data)
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
INTEREST INCOME:
 
 
 
 
 
 
 
Loans, including fees
$
8,518

 
$
9,238

 
$
16,825

 
$
17,527

Securities:
 
 
 
 
 
 
 
Taxable
815

 
790

 
1,632

 
1,607

Tax-exempt
520

 
530

 
1,040

 
1,086

Federal funds sold and short-term investments
18

 
6

 
67

 
31

Total interest income
9,871

 
10,564

 
19,564

 
20,251

 
 
 
 
 
 
 
 
INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits
988

 
912

 
1,938

 
1,844

Borrowings
165

 
153

 
301

 
279

Redeemable subordinated debentures
104

 
88

 
203

 
174

Total interest expense
1,257

 
1,153

 
2,442

 
2,297

 
 
 
 
 
 
 
 
Net interest income
8,614

 
9,411

 
17,122

 
17,954

(CREDIT) PROVISION FOR LOAN LOSSES
(100
)
 

 
(300
)
 
500

Net interest income after (credit) provision for loan losses
8,714

 
9,411

 
17,422

 
17,454

 
 
 
 
 
 
 
 
NON-INTEREST INCOME:
 
 
 
 
 
 
 
Service charges on deposit accounts
176

 
190

 
373

 
429

Gain on sales of loans, net
747

 
1,203

 
1,650

 
2,495

Income on Bank-owned life insurance
157

 
142

 
301

 
276

Other income
456

 
453

 
808

 
917

Total non-interest income
1,536

 
1,988

 
3,132

 
4,117

 
 
 
 
 
 
 
 
NON-INTEREST EXPENSES:
 
 
 
 
 
 
 
Salaries and employee benefits
4,291

 
4,478

 
8,607

 
8,665

Occupancy expense
952

 
1,048

 
1,941

 
2,158

Data processing expenses
314

 
306

 
627

 
625

FDIC insurance expense
105

 
180

 
223

 
370

Other real estate owned expenses
35

 
416

 
65

 
513

Other operating expenses
1,126

 
1,544

 
2,394

 
2,498

Total non-interest expenses
6,823

 
7,972

 
13,857

 
14,829

 
 
 
 
 
 
 
 
Income before income taxes
3,427

 
3,427

 
6,697

 
6,742

INCOME TAXES
1,113

 
1,112

 
2,161

 
2,167

Net income
$
2,314

 
$
2,315

 
$
4,536

 
$
4,575

 
 
 
 
 
 
 
 
NET INCOME PER COMMON SHARE:
 
 
 
 
 
 
 
Basic
$
0.29

 
$
0.29

 
$
0.57

 
$
0.58

Diluted
$
0.28

 
$
0.29

 
$
0.56

 
$
0.57

 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING
 
 
 
 
 
 
 
Basic
7,947,146

 
7,881,626

 
7,944,069

 
7,880,270

Diluted
8,151,796

 
8,069,229

 
8,144,458

 
8,058,602

The accompanying notes are an integral part of these financial statements.

2



1ST Constitution Bancorp
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Net Income
$
2,314

 
$
2,315

 
$
4,536

 
$
4,575

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized holding gains (losses) on securities available for sale
738

 
(765
)
 
1,257

 
(619
)
Tax effect
(268
)
 
278

 
(457
)
 
182

Net of tax amount
470

 
(487
)
 
800

 
(437
)
 
 
 
 
 
 
 
 
Pension liability
34

 
93

 
34

 
93

Tax effect
(14
)
 
(38
)
 
(14
)
 
(38
)
Net of tax amount
20

 
55

 
20

 
55

 
 
 
 
 
 
 
 
Reclassification adjustment for actuarial (gains) for unfunded pension liability
 
 
 
 
 
 
 
Income (1)
(46
)
 
(110
)
 
(72
)
 
(155
)
Tax effect (2)
18

 
44

 
29

 
62

Net of tax amount
(28
)
 
(66
)
 
(43
)
 
(93
)
Total other comprehensive income (loss)
462

 
(498
)
 
777

 
(475
)
Comprehensive income
$
2,776

 
$
1,817

 
$
5,313

 
$
4,100

The accompanying notes are an integral part of these financial statements.

(1)Included in salaries and employee benefits expense on the consolidated statements of income
(2)Included in income taxes on the consolidated statements of income

3



1ST Constitution Bancorp
Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2016 and 2015
(Dollars in thousands)
(Unaudited)
(Dollars in thousands)
 
Common
Stock

 
Retained
Earnings

 
Treasury
Stock

 
Accumulated
Other
Comprehensive
Income (Loss)

 
Total
Shareholders’
Equity

 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2015
 
$
61,448

 
$
25,730

 
$
(316
)
 
$
248

 
$
87,110

 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options (3,313 shares)
 
24

 

 

 

 
24

Share-based compensation
 
326

 

 

 

 
326

 
 
 
 
 
 
 
 
 
 
 
Treasury stock purchased (2,947 shares)
 

 

 
(33
)
 

 
(33
)
 
 
 
 
 
 
 
 
 
 
 
5% Stock dividend declared March 2015 (358,851 shares)
 
3,994

 
(3,994
)
 

 

 

 
 
 
 
 
 
 
 
 
 
 
Net income for the six months ended
June 30, 2015
 

 
4,575

 

 

 
4,575

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive loss
 

 

 

 
(475
)
 
(475
)
Balance, June 30, 2015
 
$
65,792

 
$
26,311

 
$
(349
)
 
$
(227
)
 
$
91,527

 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2016
 
$
70,845

 
$
25,589

 
$
(344
)
 
$
(130
)
 
$
95,960

Exercise of stock options (3,564 shares)
 
17

 

 

 

 
17

 
 
 
 
 
 
 
 
 
 
 
Share-based compensation
 
362

 

 

 

 
362

 
 
 
 
 
 
 
 
 
 
 
Treasury stock purchased (2,000 shares)
 

 

 
(24
)
 

 
(24
)
 
 
 
 
 
 
 
 
 
 
 
Net income for the six months ended
June 30, 2106
 

 
4,536

 

 

 
4,536

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income
 

 

 

 
777

 
777

Balance, June 30, 2016
 
$
71,224

 
$
30,125

 
$
(368
)
 
$
647

 
$
101,628

The accompanying notes are an integral part of these financial statements.

4



1ST Constitution Bancorp
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
 
Six Months Ended June 30,
 
2016
 
2015
OPERATING ACTIVITIES:
 
 
 
Net income
$
4,536

 
$
4,575

Adjustments to reconcile net income to net cash provided by operating activities-
 
 
 
(Credit) provision for loan losses
(300
)
 
500

Provision for loss on other real estate owned

 
382

Depreciation and amortization
646

 
777

Net amortization of premiums and discounts on securities
547

 
460

Gains on sales of other real estate owned
(31
)
 

Gains on sales of loans held for sale
(1,650
)
 
(2,495
)
Originations of loans held for sale
(35,727
)
 
(78,539
)
Proceeds from sales of loans held for sale
38,497

 
77,680

Income on Bank–owned life insurance
(301
)
 
(276
)
Share-based compensation expense
362

 
326

(Increase) decrease in accrued interest receivable
(198
)
 
120

Decrease in other assets
175

 
1,336

Decrease in accrued interest payable

 
(52
)
Decrease in accrued expenses and other liabilities
(621
)
 
(163
)
                Net cash  provided by operating activities
5,935

 
4,631

INVESTING ACTIVITIES:
 
 
 
Purchases of securities -
 
 
 
Available for sale
(26,138
)
 
(7,071
)
Held to maturity
(13,997
)
 
(7,578
)
Proceeds from maturities and prepayments of securities -
 
 
 
Available for sale
7,591

 
11,093

Held to maturity
14,581

 
24,411

Proceeds from Bank-owned life insurance benefits paid
248

 

Net redemption (purchase) of restricted stock
(2,670
)
 
(4,741
)
Net increase in loans
(79,451
)
 
(104,209
)
Capital expenditures
(181
)
 
(656
)
Cost of improvement to OREO
(60
)
 

Proceeds from sales of other real estate owned
1,033

 

Purchase of Bank-owned life insurance
(300
)
 

Net cash used in investing activities
(99,344
)
 
(88,751
)
FINANCING ACTIVITIES:
 
 
 
Exercise of stock options
17

 
24

Purchase of treasury stock
(24
)
 
(33
)
Net increase (decrease) in deposits
4,729

 
(19,672
)
Net increase in borrowings
90,969

 
105,620

Net cash provided by financing activities
95,691

 
85,939

 Increase in cash and cash equivalents
2,282

 
1,819

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
11,368

 
14,545

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
13,650

 
$
16,364

SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION
 
 
 
Cash paid during the period for -
 
 
 
Interest
$
2,442

 
$
2,349

Income taxes
2,161

 
2,275

Non-cash items: Transfer of loans to other real estate owned
142

 

The accompanying notes are an integral part of these financial statements.

5



1ST Constitution Bancorp
Notes To Consolidated Financial Statements
June 30, 2016
(Unaudited)
(1)   Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements include 1ST Constitution Bancorp (the “Company”), its wholly-owned subsidiary, 1ST  Constitution Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, 1ST Constitution Investment Company of New Jersey, Inc., FCB Assets Holdings, Inc., 204 South Newman Street Corp., and 249 New York Avenue, LLC. 1st Constitution Capital Trust II, a subsidiary of the Company, is not included in the Company’s consolidated financial statements, as it is a variable interest entity and the Company is not the primary beneficiary.  All significant intercompany accounts and transactions have been eliminated in consolidation and certain prior period amounts have been reclassified to conform to current year presentation.  The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Article 8 of Regulation S-X.  Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations.  These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2015, filed with the SEC on March 22, 2016.
In the opinion of the Company, all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the operating results for the interim periods have been included. The results of operations for periods of less than a year are not necessarily indicative of results for the full year.
The Company has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2016 for items that should potentially be recognized or disclosed in these financial statements.  The evaluation was conducted through the date these financial statements were issued.
On December 18, 2015, the Board of Directors of the Company declared a five percent common stock dividend to common shareholders of record as of the close of business on January 14, 2016, which was paid on February 1, 2016.  As appropriate, common shares and per common share data presented in the consolidated financial statements and the accompanying notes below have been adjusted to reflect the common stock dividend.
(2) Net Income Per Common Share
Basic net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding during each period.
Diluted net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding, as adjusted for the assumed exercise of dilutive common stock warrants and common stock options using the treasury stock method.
The following tables illustrate the reconciliation of the numerators and denominators of the basic and diluted earnings per common share (EPS) calculations.  Dilutive securities in the tables below exclude common stock options and warrants with exercise prices that exceed the average market price of the Company’s common stock during the periods presented.  Inclusion of these common stock options and warrants would be anti-dilutive to the diluted earnings per common share calculation. 
(Dollars in thousands, except per share data)
 
Three Months Ended June 30, 2016
 
 
Net 
Income
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
 Net income
 
$
2,314

 
7,947,146

 
$
0.29

Effect of dilutive securities:
 
 
 
 
 
 
Stock options and warrants
 
 
 
204,650

 
 
Diluted EPS:
 
 
 
 
 
 
Net income plus assumed conversion
 
$
2,314

 
8,151,796

 
$
0.28


6



(Dollars in thousands, except per share data)
 
Three Months Ended June 30, 2015
 
 
Net 
Income
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
 
 
 
 
 
 
Net income
 
$
2,315

 
7,881,626

 
$
0.29

Effect of dilutive securities:
 
 
 
 
 
 
Stock options and warrants
 
 
 
187,603

 
 
Diluted EPS:
 
 
 
 
 
 
Net income plus assumed conversion
 
$
2,315

 
8,069,229

 
$
0.29


For the three months ended June 30, 2016 and 2015, 20,060 and 32,049 options, respectively, were anti-dilutive and were not included in the computation of diluted earnings per common share.

 


(Dollars in thousands, except per share data)
 
Six Months Ended June 30, 2016
 
 
Net 
Income
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
Net income
 
$
4,536

 
7,944,069

 
$
0.57

Effect of dilutive securities:
 
 

 
 

 
 

Stock options and warrants
 
 

 
200,389

 
 

Diluted EPS:
 
 

 
 

 
 

Net income plus assumed conversion
 
$
4,536

 
8,144,458

 
$
0.56


(Dollars in thousands, except per share data)
 
Six Months Ended June 30, 2015
 
 
Net 
Income
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
 
 
 
 
 
 
Net income
 
$
4,575

 
7,880,270

 
$
0.58

Effect of dilutive securities:
 
 

 
 

 
 

Stock options and warrants
 
 

 
178,332

 
 

Diluted EPS:
 
 

 
 

 
 

Net income plus assumed conversion
 
$
4,575

 
8,058,602

 
$
0.57


For the six months ended June 30, 2016 and 2015, 20,060 and 44,192 options, respectively, were anti-dilutive and were not included in the computation of diluted earnings per common share.


7



(3) Investment Securities
Amortized cost, carrying value, gross unrealized gains and losses, and the fair value by security type are as follows:
(Dollars in thousands)
 
 
 
 
 
 
 
 
June 30, 2016
 
Amortized
Cost

 
Gross
Unrealized
Gains

 
Gross
Unrealized
Losses

 
Fair
Value

Available for sale
 
 
 
 
 
 
 
 
U. S. Treasury securities and obligations of U.S. Government sponsored corporations (“GSE”) and agencies
 
$
5,519

 
$
39

 
$

 
$
5,558

Residential collateralized mortgage
obligations- GSE
 
17,685

 
181

 
(34
)
 
17,832

Residential mortgage backed securities – GSE
 
34,912

 
888

 
(21
)
 
35,779

Obligations of state and political subdivisions
 
20,966

 
706

 

 
21,672

Trust preferred debt securities – single issuer
 
2,476

 

 
(388
)
 
2,088

Corporate debt securities
 
27,334

 
288

 
(179
)
 
27,443

Other debt securities
 
975

 

 
(20
)
 
955

 
 
$
109,867

 
$
2,102

 
$
(642
)
 
$
111,327

June 30, 2016
 
Amortized
Cost
 
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
 
Carrying
Value
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity-
 
 
 
 
 
 
 
 
 
 
 
 
U. S. Treasury securities and obligations of U.S. Government
sponsored corporations (“GSE”) and agencies
 
4,082

 

 
4,082

 
31

 

 
4,113

Residential collateralized
mortgage obligations – GSE
 
14,254

 

 
14,254

 
509

 

 
14,763

Residential mortgage backed
securities – GSE
 
45,118

 

 
45,118

 
1,750

 

 
46,868

Obligations of state and political subdivisions
 
58,485

 

 
58,485

 
2,707

 
(1
)
 
61,191

Trust preferred debt securities-pooled
 
656

 
(501
)
 
155

 
272

 

 
427

Other debt securities
 
541

 

 
541

 

 
(4
)
 
537

 
 
$
123,136

 
$
(501
)
 
$
122,635

 
$
5,269

 
$
(5
)
 
$
127,899


8



December 31, 2015
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
(Dollars in thousands) 
 
 
 
 
 
 
 
 
Available for sale-
 
 
 
 
 
 
 
 
U. S. Treasury securities and obligations of U.S. Government sponsored corporations ("GSE") and agencies
 
$
5,523

 
$

 
$
(42
)
 
$
5,481

Residential collateralized mortgage
obligations- GSE
 
8,255

 
68

 
(36
)
 
8,287

Residential mortgage backed securities - GSE
 
32,279

 
541

 
(185
)
 
32,635

Obligations of state and political subdivisions
 
21,125

 
365

 
(54
)
 
21,436

Trust preferred debt securities-single issuer
 
2,474

 

 
(338
)
 
2,136

Corporate debt securities
 
20,510

 
65

 
(153
)
 
20,422

Other debt securities
 
1,053

 

 
(28
)
 
1,025

 
 
$
91,219

 
$
1,039

 
$
(836
)
 
$
91,422

December 31, 2015
 
Amortized
Cost
 
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
 
Carrying
Value
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Held to maturity-
 
 
 
 
 
 
 
 
 
 
 
 
Residential collateralized
mortgage obligations-GSE
 
13,630

 

 
13,630

 
404

 

 
14,034

Residential mortgage backed
securities - GSE
 
47,718

 

 
47,718

 
928

 
(46
)
 
48,600

Obligations of state and political subdivisions
 
61,135

 

 
61,135

 
2,294

 
(14
)
 
63,415

Trust preferred debt securities - pooled
 
657

 
(501
)
 
156

 
341

 

 
497

Other debt securities
 
622

 

 
622

 

 
(11
)
 
611

 
 
$
123,762

 
$
(501
)
 
$
123,261

 
$
3,967

 
$
(71
)
 
$
127,157

Restricted stock is included in other assets at June 30, 2016 and December 31, 2015 and totaled $6.0 million and $3.3 million, respectively, and consisted of $5.9 million of Federal Home Loan Bank of New York stock and $65,000 of Atlantic Community Bankers Bank stock at June 30, 2016 and $3.2 million of Federal Home Loan Bank of New York stock and $65,000 of Atlantic Community Bankers Bank stock at December 31, 2015.

9



Gross unrealized losses on available for sale and held to maturity securities and the fair value of the related securities aggregated by security category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2016 and December 31, 2015 were as follows:
June 30, 2016
 
 
 
Less than 12 months
 
12 months or longer
 
Total
(Dollars in thousands)
 
Number
of
Securities
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
U.S. Treasury securities and
obligations of U.S.      
Government sponsored
corporations (GSE) and   
agencies
 
 
$

 
$

 
$

 
$

 
$

 
$

Residential collateralized
mortgage obligations –GSE
 
2
 
5,407

 
(34
)
 

 

 
5,407

 
(34
)
Residential mortgage backed
securities-GSE
 
3
 

 

 
3,593

 
(21
)
 
3,593

 
(21
)
Obligations of state and
political subdivisions
 
4
 
1,396

 
(1
)
 

 

 
1,396

 
(1
)
Trust preferred debt securities-
single issuer
 
4
 

 

 
2,088

 
(388
)
 
2,088

 
(388
)
Corporate debt securities
 
5
 
5,178

 
(87
)
 
6,967

 
(92
)
 
12,145

 
(179
)
Other debt securities
 
3
 

 

 
1,468

 
(24
)
 
1,468

 
(24
)
Total temporarily impaired
securities
 
21
 
$
11,981

 
$
(122
)
 
$
14,116

 
$
(525
)
 
$
26,097

 
$
(647
)
December 31, 2015
 
 
 
Less than 12 months
 
12 months or longer
 
Total
(Dollars in thousands)
 
Number
of
Securities
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
U.S. Treasury securities and
obligations of U.S.      
Government sponsored
corporations (GSE) and   
agencies
 
3
 
$
5,481

 
$
(42
)
 
$

 
$

 
$
5,481

 
$
(42
)
Residential collateralized
mortgage obligations –GSE
 
2
 
5,894

 
(36
)
 

 

 
5,894

 
(36
)
Residential mortgage backed
securities - GSE
 
19
 
20,911

 
(175
)
 
3,980

 
(56
)
 
24,891

 
(231
)
Obligations of state and
political subdivisions
 
32
 
2,760

 
(19
)
 
6,465

 
(49
)
 
9,225

 
(68
)
Trust preferred debt securities- single issuer
 
4
 

 

 
2,136

 
(338
)
 
2,136

 
(338
)
Corporate debt securities
 
4
 
9,214

 
(153
)
 

 

 
9,214

 
(153
)
Other debt securities
 
3
 
586

 
(11
)
 
1,025

 
(28
)
 
1,611

 
(39
)
Total temporarily impaired
securities
 
67
 
$
44,846

 
$
(436
)
 
$
13,606

 
$
(471
)
 
$
58,452

 
$
(907
)

10



The following table sets forth certain information regarding the amortized cost, carrying value, fair value, weighted average yields and contractual maturities of the Company’s investment portfolio as of June 30, 2016.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  
(Dollars in thousands)
 
June 30, 2016
 
 
Amortized Cost
 

Fair Value
 
Yield
Available for sale
 
 
 
 
 
 
Due in one year or less
 
$
8,817

 
$
8,855

 
2.57%
Due after one year through five years
 
16,106

 
16,239

 
1.75%
Due after five years through ten years
 
43,248

 
44,307

 
2.61%
Due after ten years
 
41,696

 
41,926

 
2.64%
Total
 
$
109,867

 
$
111,327

 
2.48%
 
 
 
 
 
 
 
 
 
Carrying Value
 

Fair Value
 
Yield
Held to maturity
 
 

 
 

 
 
Due in one year or less
 
$
15,974

 
$
15,991

 
1.16%
Due after one year through five years
 
16,076

 
16,806

 
4.15%
Due after five years through ten years
 
27,633

 
29,203

 
3.58%
Due after ten years
 
62,952

 
65,899

 
3.29%
Total
 
$
122,635

 
$
127,899

 
3.21%

11



U.S. Treasury securities and obligations of U.S. Government sponsored corporations and agencies:  The unrealized losses on investments in these securities were caused by increases in market interest rates.  The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before a market price recovery or maturity.  Therefore, these investments are not considered other-than-temporarily impaired.
Residential collateralized mortgage obligations and residential mortgage backed securities: The unrealized losses on investments in residential collateralized mortgage obligations and mortgage backed securities were caused by increases in market interest rates. The contractual cash flows of these securities are guaranteed by the issuers, which are primarily government or government sponsored agencies. It is expected that the securities would not be settled at a price less than the amortized cost of the investment. The decline in fair value is attributable to changes in interest rates and not credit quality. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before a market price recovery or maturity.  Therefore, these investments are not considered other-than-temporarily impaired.
Obligations of state and political subdivisions:  The unrealized losses on investments in these securities were caused by increases in market interest rates.  It is expected that the securities would not be settled at a price less than the amortized cost of the investment.  None of the issuers have defaulted on interest payments. These investments are not considered to be other than temporarily impaired because the decline in fair value is attributable to changes in interest rates and not credit quality.  The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before a market price recovery or maturity.  Therefore, these investments are not considered other-than-temporarily impaired.
Corporate debt securities:   The unrealized losses on investments in corporate debt securities were caused by increases in market interest rates.  None of the corporate issuers have defaulted on interest payments.   The decline in fair value is attributable to changes in interest rates and not a decline in credit quality. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before a market price recovery or maturity. Therefore, these investments are not considered other-than-temporarily impaired.
Trust preferred debt securities – single issuer:  The investments in these securities with unrealized losses are comprised of four corporate trust preferred securities issued by two large financial institutions that mature in 2027. The contractual terms of the trust preferred securities do not allow the issuer to settle the securities at a price less than the face value of the trust preferred securities, which is greater than the amortized cost of the trust preferred securities.  One of the issuers continues to maintain an investment grade credit rating and neither has defaulted on interest payments.  The decline in fair value is attributable to the widening of interest rate spreads and the lack of an active trading market for these securities and market concerns about the issuers’ credit quality. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before a market price recovery or maturity.  Therefore, these investments are not considered other-than-temporarily impaired.
Trust preferred debt securities – pooled:   This trust preferred debt security was issued by a two issuer pool (Preferred Term Securities XXV, Ltd. co-issued by Keefe, Bruyette and Woods, Inc. and First Tennessee (“PRETSL XXV”)) consisting primarily of trust preferred debt securities issued by financial institution holding companies.  During 2009, the Company recognized an other-than-temporary impairment of $865,000, of which $364,000 was determined to be a credit loss and charged to operations and $501,000 was recognized in the other comprehensive income (loss) component of shareholders’ equity.
The primary factor used to determine the credit portion of the impairment loss recognized in the income statement for this security was the discounted present value of projected cash flow where that present value of cash flow was less than the amortized cost basis of the security.  The present value of cash flow was developed using an EITF 99-20 model that considered performing collateral ratios, the level of subordination to senior tranches of the security, and credit ratings of and projected credit defaults in the underlying collateral.
On a quarterly basis, management evaluates the security to determine if any additional other-than-temporary impairment is required. As of June 30, 2016, management concluded that no additional other-than-temporary impairment had occurred.

12



(4)   Allowance for Loan Losses and Credit Quality Disclosure
The Company’s primary lending emphasis is the origination of commercial and commercial real estate loans and mortgage warehouse lines of credit.  Based on the composition of the loan portfolio, the inherent primary risks are deteriorating credit quality, a decline in the economy, and a decline in New Jersey real estate market values.  Any one, or a combination, of these events may adversely affect the loan portfolio and may result in increased delinquencies, loan losses and increased future provision levels.
The following table provides an aging of the loan portfolio by loan class at June 30, 2016:
(Dollars in thousands)
 
30-59 Days
 
60-89
Days
 
Greater
than 90
Days
 
Total Past
Due
 
Current
 
Total
Loans
Receivable
 
Recorded
Investment
> 90 Days
Accruing
 
Nonaccrual
Loans
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
$

 
$

 
$
186

 
$
186

 
$
93,035

 
$
93,221

 
$

 
$
186

Commercial Business
 
148

 
68

 
104

 
320

 
104,783

 
105,103

 

 
213

Commercial Real Estate
 
1,829

 

 
2,707

 
4,536

 
218,588

 
223,124

 

 
3,199

Mortgage Warehouse Lines
 

 

 

 

 
264,344

 
264,344

 

 

Residential Real Estate
 

 

 
1,298

 
1,298

 
47,789

 
49,087

 

 
1,298

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 

 

 
263

 
263

 
24,467

 
24,730

 

 
263

Other
 

 

 

 

 
197

 
197

 

 

Total loans
 
1,977

 
68

 
4,558

 
6,603

 
753,203

 
759,806

 

 
5,159

Deferred loan costs, net
 

 

 

 

 
1,766

 
1,766

 

 

Total loans, net
 
$
1,977

 
$
68

 
$
4,558

 
$
6,603

 
$
754,969

 
$
761,572

 
$

 
$
5,159

The following table provides an aging of the loan portfolio by loan class at December 31, 2015:
(Dollars in thousands)
 
30-59 Days
 
60-89
Days
 
Greater than
90 Days
 
Total Past
Due
 
Current
 
Total
Loans
Receivable
 
Recorded
Investment
> 90 Days
Accruing
 
Nonaccrual
Loans
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
$

 
$

 
$

 
$

 
$
93,745

 
$
93,745

 
$

 
$

Commercial Business
 
530

 
5

 
186

 
721

 
98,556

 
99,277

 

 
304

Commercial Real Estate
 
789

 

 
3,996

 
4,785

 
202,465

 
207,250

 

 
4,321

Mortgage Warehouse Lines
 

 

 

 

 
216,572

 
216,572

 

 

Residential Real Estate
 

 
166

 
1,132

 
1,298

 
39,446

 
40,744

 

 
1,132

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 
400

 

 
263

 
663

 
22,411

 
23,074

 

 
263

Other
 

 

 

 

 
233

 
233

 

 

Total loans
 
1,719

 
171

 
5,577

 
7,467

 
673,428

 
680,895

 

 
6,020

Deferred loan costs, net
 

 

 

 

 
1,226

 
1,226

 

 

Total loans, net
 
$
1,719

 
$
171

 
$
5,577

 
$
7,467

 
$
674,654

 
$
682,121

 
$

 
$
6,020

`

13



As provided by ASC 310-30, the excess of cash flows expected at acquisition over the initial investment in the loan is recognized as interest income over the life of the loan. Accordingly, loans acquired in the merger with Rumson-Fair Haven Bank and Trust Company ("Rumson")with evidence of deteriorated credit quality of $464,000 at June 30, 2016 and $489,000 at December 31, 2015 were not classified as non-performing loans.
The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies.  The grades assigned and definitions are as follows, and loans graded excellent, above average, good and watch list are treated as “pass” for grading purposes:
1.  Excellent - Loans that are based upon cash collateral held at the Bank and adequately margined. Loans that are based upon "blue chip" stocks listed on the major exchanges and adequately margined.
2.  Above Average - Loans to companies whose balance sheets show excellent liquidity and long-term debt is on well-spread schedules of repayment easily covered by cash flow.  Such companies have been consistently profitable and have diversification in their product lines or sources of revenue.  The continuation of profitable operations for the foreseeable future is likely.  Management is comprised of a mix of ages, experience, and backgrounds and management succession is in place.  Sources of raw materials are abundant, and for service companies, the source of revenue is abundant.  Future needs have been planned for.  Character and ability of individuals or company principals are excellent.  Loans to individuals are supported by high net worths and liquid assets.
3.  Good - Loans to companies whose balance sheets show good liquidity and cash flow adequate to meet maturities of long-term debt with a comfortable margin.  Such companies have established profitable records over a number of years, and there has been growth in net worth.  Operating ratios are in line with those of the industry, and expenses are in proper relationship to the volume of business done and the profits achieved.  Management is well-balanced and competent in their responsibilities.  Economic environment is favorable; however, competition is strong.  The prospects for growth are good.  Loans in this category do not meet the collateral requirements of loans in categories 1 and 2 above. Loans to individuals are supported by good net worths but whose supporting assets are illiquid.
3w. Watch - Included in this category are loans evidencing problems identified by Bank management that require closer supervision.  Such problem has not developed to the point which requires a Special Mention rating.  This category also covers situations where the Bank does not have adequate current information upon which credit quality can be determined.  The Bank's account officer has the obligation to correct these deficiencies within 30 days from the time of notification.
4.  Special Mention - A "special mention" loan has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank's credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

5.  Substandard - A "substandard" loan is inadequately protected by the current sound net worth and paying capacity of the obligor or by the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

6.  Doubtful - A loan classified "doubtful" has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.

7.  Loss - A loan classified "loss" is considered uncollectible and of such little value that its continuance on the books is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless loan even though partial recovery may be affected in the future.


14



The following table provides a breakdown of the loan portfolio by credit quality indicator at June 30, 2016:
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Commercial Credit Exposure - By
Internally Assigned Grade
 
Construction

 
Commercial
Business

 
Commercial
Real Estate

 
Mortgage
Warehouse Lines

 
Residential
Real Estate

Grade:
 
 
 
 
 
 
 
 
 
 
Pass
 
$
92,904

 
$
96,318

 
$
206,197

 
$
264,344

 
$
48,225

Special Mention
 
131

 
8,357

 
12,249

 

 
260

Substandard
 
186

 
428

 
4,678

 

 
602

Doubtful
 

 

 

 

 

Total
 
$
93,221

 
$
105,103

 
$
223,124

 
$
264,344

 
$
49,087

Consumer Credit Exposure -
By Payment Activity
 
Loans To
Individuals

 
Other

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performing
 
$
24,467

 
$
197

 
 
 
 
 
 
Nonperforming
 
263

 

 
 
 
 
 
 
Total
 
$
24,730

 
$
197

 
 
 
 
 
 
The following table provides a breakdown of the loan portfolio by credit quality indicator at December 31, 2015:
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Commercial Credit Exposure - By
Internally Assigned Grade
 
Construction

 
Commercial
Business

 
Commercial
Real Estate

 
Mortgage
Warehouse
Lines

 
Residential
Real Estate

Grade:
 
 
 
 
 
 
 
 
 
 
Pass
 
$
93,558

 
$
90,856

 
$
191,754

 
$
216,572

 
$
39,878

Special Mention
 
187

 
7,768

 
9,311

 

 
260

Substandard
 

 
653

 
6,185

 

 
606

Doubtful
 

 

 

 

 

Total
 
$
93,745

 
$
99,277

 
$
207,250

 
$
216,572

 
$
40,744

Consumer Credit Exposure -      By
Payment Activity
 
Loans To
Individuals

 
Other

 
 
 
 
 
 
Performing
 
$
22,811

 
$
233

 
 
 
 
 
 
Nonperforming
 
263

 

 
 
 
 
 
 
Total
 
$
23,074

 
$
233

 
 
 
 
 
 

15



Impaired Loans Disclosures
Loans are considered to be impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments.  When a loan is placed on nonaccrual status, it is also considered to be impaired.  Loans are placed on nonaccrual status when: (1) the full collection of interest or principal becomes uncertain or (2) they are contractually past due 90 days or more as to interest or principal payments unless the loans are both well secured and in the process of collection.
The following tables summarize the distribution of the allowance for loan losses and loans receivable by loan class and impairment method at June 30, 2016 and December 31, 2015
Period-End Allowance for Loan Losses by Impairment Method as of June 30, 2016
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction

 
Commercial
Business

 
Commercial
Real Estate

 
Mortgage
Warehouse Lines
 
Residential
Real Estate

 
Loans to
Individuals

 
Other

 
Unallocated

 
Deferred
Loan
Fees
 
Total

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$

 
$

 
$
130

 
$

 
$

 
$

 
$

 
$

 
$

 
$
130

Loans acquired with deteriorated credit quality
 

 

 

 

 

 

 

 

 

 

Collectively evaluated for impairment
 
975

 
1,230

 
3,020

 
1,190

 
294

 
119

 

 
524

 

 
7,352

Ending Balance
 
$
975

 
$
1,230

 
$
3,150

 
$
1,190

 
$
294

 
$
119

 
$

 
$
524

 
$

 
$
7,482

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
317

 
$
231

 
$
4,072

 
$

 
$
1,298

 
$
263

 
$

 
$

 
$

 
$
6,181

Loans acquired with deteriorated credit quality
 

 
225

 
959

 

 

 

 

 

 

 
1,184

Collectively evaluated for impairment
 
92,904

 
104,647

 
218,093

 
264,344

 
47,789

 
24,467

 
197

 

 
1,766

 
754,207

Ending Balance
 
$
93,221

 
$
105,103

 
$
223,124

 
$
264,344

 
$
49,087

 
$
24,730

 
$
197

 
$

 
$
1,766

 
$
761,572

Period-End Allowance for Loan Losses by Impairment Method as of December 31, 2015
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
Commercial
Business
 
Commercial
Real Estate
 
Mortgage
Warehouse Lines
 
Residential
Real Estate
 
Loans to
Individuals
 
Other
 
Unallocated
 
Deferred
Loan
Fees
 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$

 
$
68

 
$
125

 
$

 
$
69

 
$

 
$

 
$

 
$

 
$
262

Loans acquired with deteriorated credit quality
 

 

 
64

 

 

 

 

 

 

 
64

Collectively evaluated for impairment
 
1,025

 
1,937

 
2,860

 
866

 
219

 
109

 

 
218

 

 
7,234

Ending Balance
 
$
1,025

 
$
2,005

 
$
3,049

 
$
866

 
$
288

 
$
109

 
$

 
$
218

 
$

 
$
7,560

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 
$
494

 
$
458

 
$
4,833

 
$

 
$
1,132

 
$
263

 
$

 
$

 
$

 
$
7,180

Loans acquired with deteriorated credit quality
 

 
241

 
1,359

 

 

 

 

 

 

 
1,600

Collectively evaluated for impairment
 
93,251

 
98,578

 
201,058

 
216,572

 
39,612

 
22,811

 
233

 

 
1,226

 
673,341

Ending Balance
 
$
93,745

 
$
99,277

 
$
207,250

 
$
216,572

 
$
40,744

 
$
23,074

 
$
233

 
$

 
$
1,226

 
$
682,121


16



The activity in the allowance for loan loss by loan class for the three and six months ended June 30, 2016 and 2015 was as follows:
 (Dollars in thousands)
 
Construction
 
Commercial
Business
 
Commercial
Real Estate
 
Mortgage
Warehouse Lines
 
Residential
Real Estate
 
Loans to Individuals
 
Other
 
Unallocated
 
Total
Balance - December 31, 2015
 
$
1,025

 
$
2,005

 
$
3,049

 
$
866

 
$
288

 
$
109

 
$

 
$
218

 
$
7,560

Provision charged (credited) to operations
 
(44
)
 
(392
)
 
46

 
1

 
(79
)
 
4

 

 
264

 
(200
)
Loans charged off
 

 

 
(60
)
 

 

 

 

 

 
(60
)
Recoveries of loans charged off
 

 
1

 

 

 

 
1

 

 

 
2

Balance - March 31, 2016
 
$
981

 
$
1,614

 
$
3,035

 
$
867

 
$
209

 
$
114

 
$

 
$
482

 
$
7,302

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision charged (credited) to operations
 
(6
)
 
(284
)
 
(263
)
 
323

 
85

 
3

 

 
42

 
(100
)
Loans charged off
 

 
(101
)
 

 

 

 

 

 

 
(101
)
Recoveries of loans charged off
 

 
1

 
378

 

 

 
2

 

 

 
381

Balance - June 30, 2016
 
$
975

 
$
1,230

 
$
3,150

 
$
1,190

 
$
294

 
$
119

 
$

 
$
524

 
$
7,482

 (Dollars in thousands)
 
Construction
 
Commercial
Business
 
Commercial
Real Estate
 
Mortgage
Warehouse Lines
 
Residential
Real Estate
 
Loans to Individuals
 
Other
 
Unallocated
 
Total
Balance - December 31, 2014
 
$
1,215

 
$
1,761

 
$
2,393

 
$
896

 
$
197

 
$
129

 
$
2

 
$
332

 
$
6,925

Provision charged (credited) to operations
 
(98
)
 
62

 
(4
)
 
152

 
13

 
(13
)
 

 
388

 
500

Loans charged off
 

 
(62
)
 

 

 

 

 

 

 
(62
)
Recoveries of loans charged off
 

 

 

 

 

 
1

 

 

 
1

Balance - March 31, 2015
 
$
1,117

 
$
1,761

 
$
2,389

 
$
1,048

 
$
210

 
$
117

 
$
2

 
$
720

 
$
7,364

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision charged (credited) to operations
 
(27
)
 
(81
)
 
49

 
71

 
(8
)
 
3

 
(1
)
 
(6
)
 

Loans charged off
 

 
(26
)
 

 

 

 

 

 

 
(26
)
Recoveries of loans charged off
 

 
5

 
7

 

 

 
1

 

 

 
13

Balance - June 30, 2015
 
$
1,090

 
$
1,659

 
$
2,445

 
$
1,119

 
$
202

 
$
121

 
$
1

 
$
714

 
$
7,351

When a loan is identified as impaired, the measurement of impairment is based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole remaining source of repayment for the loan is the liquidation of the collateral.  In such cases, the current fair value of the collateral less selling costs is used.  If the value of the impaired loan is less than the recorded investment in the loan, the impairment is recognized through an allowance estimate or a charge to the allowance.

17



Impaired Loans Receivables (By Class) – June 30, 2016
(Dollars in thousands)
 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
 
 
Recorded
Investment

 
Unpaid
Principal
Balance

 
Related
Allowance

 
Average
Recorded
Investment

 
Interest
Income
Recognized

 
Average
Recorded
Investment

 
Interest
Income
Recognized

With no allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
$
317

 
$
317

 
$

 
$
317

 
$
2

 
$
255

 
$
4

Commercial Business
 
446

 
606

 

 
448

 
10

 
434

 
21

Commercial Real Estate
 
1,247

 
1,247

 

 
1,251

 
20

 
1,545

 
30

Mortgage Warehouse Lines
 

 

 

 

 

 

 

Subtotal
 
2,010

 
2,170

 

 
2,016

 
32

 
2,234

 
55

   Residential Real Estate
 
1,298

 
1,313

 

 
1,298

 

 
1,198

 
(2
)
   Consumer
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 Loans to Individuals
 
263

 
263

 

 
263

 

 
263

 

 Other
 

 

 

 

 

 

 

Subtotal
 
263

 
263

 

 
263

 

 
263

 

With no allowance:
 
$
3,571

 
$
3,746

 
$

 
$
3,577

 
$
32

 
$
3,695

 
$
53

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

With an allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Commercial Business
 
10

 
21

 

 
143

 

 
177

 

Commercial Real Estate
 
3,784

 
3,968

 
130

 
3,888

 
22

 
3,836

 
38

Mortgage Warehouse Lines
 

 

 

 

 

 

 

Subtotal
 
3,794

 
3,989

 
130

 
4,031

 
22

 
4,013

 
38

   Residential Real Estate
 

 

 

 

 

 
100

 

   Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Loans to Individuals
 

 

 

 

 

 

 

 Other
 

 

 

 

 

 

 

Subtotal
 

 

 

 

 

 

 

With an allowance:
 
$
3,794

 
$
3,989

 
$
130

 
$
4,031

 
$
22

 
$
4,113

 
$
38

Total:
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Construction
 
317

 
317

 

 
317

 
2

 
255

 
4

Commercial Business
 
456

 
627

 

 
591

 
10

 
611

 
21

Commercial Real Estate
 
5,031

 
5,215

 
130

 
5,139

 
42

 
5,381

 
68

Mortgage Warehouse Lines
 

 

 

 

 

 

 

Residential Real Estate
 
1,298

 
1,313

 

 
1,298

 

 
1,298

 
(2
)
Consumer
 
263

 
263

 

 
263

 

 
263

 

Total
 
$
7,365

 
$
7,735

 
$
130

 
$
7,608

 
$
54

 
$
7,808

 
$
91


18



Impaired Loans Receivables (By Class) –December 31, 2015
(Dollars in thousands
 
 
 
 
 
 
 
For the year ended December 31, 2015
 
 
Recorded
Investment

 
Unpaid
Principal Balance

 
Related
Allowance

 
 
Average
Recorded
Investment

 
Interest Income
Recognized

With no allowance:
 
 
 
 
 
 
 
 
 
 
Construction
 
$
494

 
$
494

 
$

 
$
477

 
$
27

Commercial Business
 
488

 
847

 

 
492

 
23

Commercial Real Estate
 
2,417

 
2,683

 

 
2,998

 
94

Mortgage Warehouse Lines
 

 

 

 

 

Subtotal
 
3,399

 
4,024

 

 
3,967

 
144

   Residential Real Estate
 
831

 
831

 

 
981

 

   Consumer
 
 
 
 
 
 
 
 
 
 
 Loans to Individuals
 
263

 
280

 

 
88

 

 Other
 

 

 

 

 

Subtotal
 
263

 
280

 

 
88

 

With no allowance
 
$
4,493

 
$
5,135

 
$

 
$
5,036

 
$
144

With an allowance:
 
 
 
 
 
 
 
 
 
 
Construction
 
$

 
$

 
$

 
$

 
$

Commercial Business
 
211

 
237

 
68

 
307

 
5

Commercial Real Estate
 
3,775

 
3,788

 
189

 
4,200

 
154

Mortgage Warehouse Lines
 

 

 

 

 

Subtotal
 
3,986

 
4,025

 
257

 
4,507

 
159

   Residential Real Estate
 
301

 
316

 
69

 
100

 

   Consumer
 
 
 
 
 
 
 
 
 
 
 Loans to Individuals
 

 

 

 
175

 

 Other
 

 

 

 

 

Subtotal
 

 

 

 
175

 

With an allowance
 
$
4,287

 
$
4,341

 
$
326

 
$
4,782

 
$
159

 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
 
Construction
 
494

 
494

 

 
477

 
27

Commercial Business
 
699

 
1,084

 
68

 
799

 
28

Commercial Real Estate
 
6,192

 
6,471

 
189

 
7,198

 
248

Mortgage Warehouse Lines
 

 

 

 

 

Residential Real Estate
 
1,132

 
1,147

 
69

 
1,081

 

Consumer
 
263

 
280

 

 
263

 

Total
 
$
8,780

 
$
9,476

 
$
326

 
$
9,818

 
$
303




19



Impaired Loans Receivables (By Class)-June 30, 2015
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2015
 
Six Months Ended June 30, 2015
(Dollars in thousands)
 
Average
Recorded
Investment
 
Interest Income Recognized
 
Average
Recorded
Investment
 
Interest Income Recognized
With no allowance:
 
 
 
 
 
 
 
 
Construction
 
$
471

 
$
6

 
$
461

 
$
13

Commercial Business
 
487

 
3

 
510

 
7

Commercial Real Estate
 
2,666

 
28

 
2,702

 
61

Mortgage Warehouse Lines
 

 

 

 

Subtotal
 
3,624

 
37

 
3,673

 
81

Residential Real Estate
 
1,361

 

 
1,361

 

 
 
 
 
 
 
 
 
 
Consumer
 
 
 
 
 
 

 
 

Loans to Individuals
 

 

 

 

Other
 

 

 

 

Subtotal
 

 

 

 

With no allowance:
 
$
4,985

 
$
37

 
$
5,034

 
$
81

With an allowance:
 
 
 
 
 
 

 
 

Construction
 
$

 
$

 
$

 
$

Commercial Business
 
354

 
1

 
363

 
1

Commercial Real Estate
 
4,784

 
87

 
4,754

 
158

Mortgage Warehouse Lines
 

 

 

 

Subtotal
 
5,138

 
88

 
5,117

 
159

Residential Real Estate
 

 

 

 

Consumer
 
 
 
 
 
 

 
 

Loans to Individuals
 
263

 

 
263

 

Other
 

 

 

 

Subtotal
 
263

 

 
263

 

With an allowance:
 
$
5,401

 
$
88

 
$
5,380

 
$
159

Total:
 
 
 
 
 
 

 
 

Construction
 
471

 
6

 
461

 
13

Commercial Business
 
841

 
4

 
873

 
8

Commercial Real Estate
 
7,450

 
115

 
7,456

 
219

Mortgage Warehouse Lines
 

 

 

 

Residential Real Estate
 
1,361

 

 
1,361

 

Consumer
 
263

 

 
263

 

Total
 
$
10,386

 
$
125

 
$
10,414

 
$
240


20



Purchased Credit-Impaired Loans
Purchased Credit-Impaired loans (“PCI”) are loans acquired at a discount that are due in part to credit quality. The following table presents additional information regarding acquired credit-impaired loans at June 30, 2016 and December 31, 2015:
(Dollars in thousands)
 
 
 
 
 
 
June 30, 2016

 
December 31, 2015

Outstanding balance
 
$
1,523

 
$
1,964

Carrying amount
 
$
1,184

 
$
1,600


Changes in accretable discount for purchased credit-impaired loans for the three and six months ended June 30, 2016 and June 30, 2015 were as follows:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
(Dollars in thousands)
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
52

 
$
115

 
$
73

 
$
135

Acquisition of impaired loans
 

 

 

 

Accretion of discount
 
(8
)
 
(14
)
 
(29
)
 
(34
)
Balance at end of period
 
$
44

 
$
101

 
$
44

 
$
101

Consumer Mortgage Loans Secured by Residential Real Estate in Process of Foreclosure
The following table summarizes the recorded investment in consumer mortgage loans secured by residential real estate in the process of foreclosure:
 
(Dollars in thousands)
 
 
 
 
 
 
 
June 30,
 
2016
 
2015
 
Number
of  loans
 
Recorded
Investment
 
Number of 
loans
 
Recorded
Investment
 
4
 
$
840

 
5
 
$
1,809

In the normal course of business, the Bank may consider modifying loan terms for various reasons. These reasons may include as a retention strategy to compete in the current interest rate environment or as a re-amortization or extension of a loan term to better match the loan’s repayment stream with the borrower’s cash flow. A modified loan would be considered a troubled debt restructuring (“TDR”) if the Bank grants a concession to a borrower and has determined that the borrower is troubled (i.e., experiencing financial difficulties).
If the Bank restructures a loan to a troubled borrower, the loan terms (i.e., interest rate, payment, amortization period and maturity date) may be modified in various ways to enable the borrower to cover the modified debt service payments based on current financial statements and cash flow adequacy. If a borrower’s hardship is thought to be temporary, then modified terms may only be offered for that time period. Where possible, the Bank would attempt to obtain additional collateral and/or secondary repayment sources at the time of the restructuring in order to put the Bank in the best possible position if the borrower is not able to meet the modified terms. The Bank will not offer modified terms if it believes that modifying the loan terms will only delay an inevitable permanent default. In evaluating whether a restructuring constitutes a troubled debt restructuring, applicable guidance requires that a creditor must separately conclude that the restructuring constitutes a concession and the borrower is experiencing financial difficulties.
There were no loans modified that were TDRs during the three and six months ended June 30, 2016. For the year ended December 31, 2015, there was 1 loan with a recorded investment of $288,000 that was modified as a TDR.  There were no troubled debt restructurings that subsequently defaulted within twelve months of restructuring during the three and six months ended June 30, 2016 and the year ended December 31, 2015.


21



(5) Share-Based Compensation
The Company’s share-based incentive plans (“Stock Plans”) authorize the issuance of an aggregate of 459,322 shares of the Company’s common stock (as adjusted for stock dividends) pursuant to awards that may be granted in the form of stock options to purchase common stock (“Options”) and awards of shares of common stock (“Stock Awards”).  The purpose of the Stock Plans is to attract and retain personnel for positions of substantial responsibility and to provide additional incentive to certain officers, directors, employees and other persons to promote the success of the Company.  Under the Stock Plans, options may have a term of not more than ten years after the date of grant, subject to earlier termination in certain circumstances.  Options are granted with an exercise price at the closing price of the Company’s common stock on the date of grant or otherwise as provided for in the Stock Plans.  The grant date fair value is calculated using the Black – Scholes option valuation model.
As of June 30, 2016, there were 230,865 shares of common stock available for future grants under the Stock Plans, of which 191,155 shares were available for future grants under the 2013 Equity Incentive Plan and 39,710 shares were available for future grant under the 2015 Directors Stock Plan.
Share-based compensation expense related to options was $22,000 and $23,000 for the six months ended June 30, 2016 and 2015, respectively.
Transactions under the Stock Plans during the six months ended June 30, 2016 are summarized as follows:

(Dollars in thousands, except share amounts)
 
Number of

 
Weighted
Average

 
Weighted
Average
Remaining
Contractual
 
Aggregate
Intrinsic

Stock Options
 
Shares

 
Exercise Price

 
Term (years)
 
Value

Outstanding at January 1, 2016
 
177,594

 
$
7.41

 
 
 
 
Granted
 
11,655

 
11.98

 
 
 
 
Exercised
 
(3,564
)
 
6.49

 
 
 
 
Forfeited
 

 

 
 
 
 
Expired
 

 

 
 
 
 
Outstanding at June 30, 2016
 
185,685

 
$
7.65

 
4.9
 
$
811

Exercisable at June 30, 2016
 
167,631

 
$
7.64

 
4.7
 
$
735


The fair value of each option and the significant weighted average assumptions used to calculate the fair value of the options granted for the six months ended June 30, 2016 are as follows:
 
January 2016
 
 
Fair value of options granted
$
4.65

Risk-free rate of return
2.25
%
Expected option life in years
7

Expected volatility
30.66
%
Expected dividends (1)

(1)To date, the Company has not paid cash dividends on its common stock.
As of June 30, 2016, there was approximately $89,000 of unrecognized compensation cost related to non-vested stock option-based compensation arrangements granted under the Stock Plans. That cost is expected to be recognized over the next four years.

22



The following table summarizes the activity in non-vested restricted shares for the six months ended June 30, 2016:
 
 
Number of
 
Average
Grant-Date
Non-vested shares
 
Shares
 
Fair Value
Non-vested at January 1, 2016
 
143,879

 
$
8.32

Granted
 
45,950

 
12.16

Vested
 
(23,742
)
 
10.41

Forfeited
 
(3,000
)
 
12.69

Non-vested at June 30, 2016
 
163,087

 
$
9.04

The value of restricted shares is based upon the closing price of the common stock on the date of grant. The shares generally vest over a 4 year service period for employees and a 2 year service period for non-employee directors with compensation expense recognized on a straight-line basis.
Share-based compensation expense related to stock grants was $340,000 and $303,000 for the six months ended June 30, 2016 and 2015, respectively.
As of June 30, 2016, there was approximately $1.3 million of unrecognized compensation cost related to non-vested stock grants.  Compensation costs related to non-vested stock grants are recognized over four years for employees and two years for non-employee directors from the date of grant.
(6) Benefit Plans
The Bank has a 401(k) plan which covers substantially all employees with six months or more of service. The Bank's 401(k) plan permits all eligible employees to make contributions to the plan up to the IRS salary deferral limit. The Bank’s contributions to the 401(k) plan are expensed as incurred.
The Company also provides retirement benefits to certain employees under supplemental executive retirement plans.  The plans are unfunded and the Company accrues actuarially determined benefit costs over the estimated service period of the employees in the plans.  The Company recognizes the over-funded or under-funded status of a defined benefit post-retirement plan as an asset or liability on its balance sheet and recognizes changes in that funded status in the year in which the changes occur, through comprehensive income.
In connection with the benefit plans, the Bank has life insurance policies on the lives of its executives, directors and divisional officers. The Bank is the owner and beneficiary of the policies. The cash surrender values of the policies totaled approximately $21.9 million and $21.6 million at June 30, 2016 and December 31, 2015, respectively.
The components of net periodic expense for the Company’s supplemental executive retirement plans for the three and six months ended June 30, 2016 and 2015 were as follows:

(Dollars in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016

 
2015

 
2016

 
2015

Service cost
 
$
56

 
$
91

 
104

 
165

Interest cost
 
47

 
78

 
85

 
124

Actuarial gain recognized
 
(46
)
 
(110
)
 
(72
)
 
(155
)
 
 
$
57

 
$
59

 
$
117

 
$
134


23



(7) Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss)
Other comprehensive income (loss) is the total of (1) net income (loss), and (2) all other changes in equity from non-shareholder sources, which are referred to as other comprehensive income (loss).  The components of accumulated other comprehensive income (loss), and the related tax effects, are as follows:
 
 
Before-Tax
Amount
 
Income Tax
Effect
 
Net-of-Tax
Amount
(Dollars in thousands)
 
 
 
 
 
 
June 30, 2016
 
 
 
 
 
 
Unrealized holding gains on available-for-sale securities
 
$
1,460

 
$
(570
)
 
$
890

Unrealized impairment (loss) on held to maturity security
 
(501
)
 
170

 
(331
)
Unfunded pension liability:
 
 

 
 

 
 

Plan actuarial gains (losses) included in other comprehensive income
 
148

 
(60
)
 
88

Accumulated other comprehensive income
 
$
1,107

 
$
(460
)
 
$
647

 
 
Before-Tax
Amount
 
Income Tax
Effect
 
Net-of-Tax
Amount
June 30, 2015
 
 
 
 
 
 
Unrealized holding (losses) on available-for-sale securities
 
$
(192
)
 
$
31

 
$
(161
)
Unrealized impairment (loss) on held to maturity security
 
(501
)
 
170

 
(331
)
Unfunded pension liability:
 
 
 
 
 
 
Plan actuarial gains (losses) included in other comprehensive income
 
443

 
(178
)
 
265

Accumulated other comprehensive (loss) income
 
$
(250
)
 
$
23

 
$
(227
)


Changes in the components of accumulated other comprehensive income (loss) are as follows and are presented net of tax:
 
 
Unrealized
Holding
Gains
(Losses) on
Available for Sale
Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
Income (Loss)
(Dollars in thousands)
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
420

 
$
(331
)
 
$
96

 
$
185

 Other comprehensive income (loss)  before
     reclassifications
 
470

 

 
20

 
490

Amounts reclassified from accumulated other
     comprehensive income (loss)
 

 

 
(28
)
 
(28
)
Other comprehensive income (loss)
 
470

 

 
(8
)
 
462

Balance, end of period
 
$
890

 
$
(331
)
 
$
88

 
$
647


24



 
 
Unrealized
Holding
Gains
(Losses) on
Available for
Sale Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
Income (Loss)
Three Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
326

 
$
(331
)
 
$
276

 
$
271

Other comprehensive income (loss) before
     reclassifications
 
(487
)
 

 
55

 
(432
)
Amounts reclassified from accumulated other
     comprehensive income (loss)
 


 

 
(66
)
 
(66
)
Other comprehensive income (loss)
 
(487
)
 

 
(11
)
 
(498
)
Balance, end of period
 
$
(161
)
 
$
(331
)
 
$
265

 
$
(227
)
 
 
Unrealized
Holding
Gains
(Losses) on
Available for
Sale
Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
Income (Loss)
(Dollars in thousands)
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2016:
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
90

 
$
(331
)
 
$
111

 
$
(130
)
 Other comprehensive income (loss)  before
     reclassifications
 
800

 

 
20

 
820

Amounts reclassified from accumulated other
     comprehensive income (loss)
 

 

 
(43
)
 
(43
)
Other comprehensive income (loss)
 
800

 

 
(23
)
 
777

Balance, end of period
 
$
890

 
$
(331
)
 
$
88

 
$
647

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
Holding
Gains
(Losses) on
Available for
Sale
Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
Income (Loss)
Six Months Ended June 30, 2015:
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
276

 
$
(331
)
 
$
303

 
$
248

Other comprehensive income (loss) before
     reclassifications
 
(437
)
 

 
55

 
(382
)
Amounts reclassified from accumulated other
     comprehensive income (loss)
 

 

 
(93
)
 
(93
)
Other comprehensive income (loss)
 
(437
)
 

 
(38
)
 
(475
)
Balance, end of period
 
$
(161
)
 
$
(331
)
 
$
265

 
$
(227
)


25



(8) Recent Accounting Pronouncements
ASU Update 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

In June 2016, the FASB issued ASU 2016-13 "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" which requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (CECL) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument.

The ASU also replaces the current accounting model for purchased credit impaired loans and debt securities. The allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination ("PCD assets") should be determined in a similar manner to other financial assets measured on an amortized cost basis. Upon initial recognition, the allowance for credit losses is added to the purchase price ("gross up approach") to determine the initial amortized cost basis. The subsequent accounting for PCD financial assets will use the CECL model described above.

The ASU made certain targeted amendments to the existing impairment model for available-for-sale (AFS) debt securities. For an AFS debt security for which there is neither the intent nor a more-likely-than-not requirement to sell, an entity will record credit losses as an allowance rather than a write-down of the amortized cost basis.

For public business entities that are SEC filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for all entities as of the fiscal year beginning after December 15, 2018, including interim periods within those fiscal years.

The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.

ASU Update 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.

In March 2016, the FASB issued ASU 2016-09 "Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting" to simplify the accounting for stock compensation. The ASU focuses on income tax accounting, award classification, estimating forfeitures and cash flow presentation. The ASU also provides certain accounting policy alternatives to nonpublic entities. The ASU simplifies several aspects of the stock compensation guidance in Topic 718 and other related guidance. The following six amendments apply to all entities: (1) accounting for income taxes upon vesting or exercise of share-based payments and related EPS effects, (2) classification of excess tax benefits on the statement of cash flows, (3) accounting for forfeitures, (4) liability classification exception for statutory tax withholding requirements, (5) cash flow presentation of employee taxes paid when an employer withholds shares for tax-withholding purposes and (6) elimination of the indefinite deferral in Topic 718.

For public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period for which the financial statements have not been issued or made available to be issued. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.

ASU Update 2016-02: Leases.

In February 2016, the FASB issued ASU 2016-02 "Leases." From the lessee's perspective, the new standard establishes a right- of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results.


26



The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.

ASU Update 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.

In January 2016, the FASB issued ASU 2016-01 "Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The guidance in the ASU, among other things, requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The guidance in this ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements.
ASU Update 2015-16 Business Combination (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.

In September 2015, the FASB issued ASU 2015-16 "Business Combination (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," to require adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update would require an entity to disclose (either on the face of the income statement or in the notes) the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items 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 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015 and for all other entities for fiscal years beginning after December 31, 2016 and for interim periods within fiscal years beginning after December 15, 2017. Adoption of this guidance in 2016 did not have a material impact on the Company’s consolidated financial statements.

ASU 2014-9 Revenue from Contracts with Customers (Topic 606)
In May 2014, the FASB issued ASU 2014-9, “Revenue from Contracts with Customers (Topic 606).” The objective of this amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP.  This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts are in the scope of other standards.  This ASU, which does not apply to financial instruments, is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year. The Company does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements related to this guidance.


27



ASU 2014-12 Accounting for Share-Based-Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period (a consensus of the FAS Emerging Issues Task Force).
In June 2014, the FASB issued ASU 2014-12, "Accounting for Share-Based-Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period," which requires that a performance target included in a share-based payment award that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This update is effective for interim and annual periods beginning after December 15, 2015. The amendments can be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented and to all new or modified awards thereafter. Adoption of this guidance in 2016 did not have a material impact on the Company’s consolidated financial statements.
(9) Fair Value Disclosures
U.S. GAAP has established a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are as follows:
Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.
Level 2:
Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.  These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value.
In general, fair value is based upon quoted market prices, where available.  If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters.  Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.  These adjustments may include amounts to reflect counterparty credit quality and counterparty creditworthiness, among other things, as well as unobservable parameters.  Any such valuation adjustments are applied consistently over time.  The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values.  While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
 Securities Available for Sale.  Securities classified as available for sale are reported at fair value utilizing quoted market prices on nationally recognized exchanges (Level 1) or by using Level 2 inputs.  For Level 2 securities, the Company obtains fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the security’s terms and conditions, among other things.
Impaired loans.  Loans included in the following table are those which the Company has measured and recognized impairment, generally based on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third party appraisals of the collateral or discounted cash flows based on the expected proceeds.  These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.  The fair value consists of the loan balances less specific valuation allowances.
Other Real Estate Owned.  Foreclosed properties are adjusted to fair value less estimated selling costs at the time of foreclosure in preparation for transfer from portfolio loans to other real estate owned (“OREO”), establishing a new accounting basis.  The Company subsequently adjusts the fair value of the OREO utilizing Level 3 inputs on a non-recurring basis to reflect partial write-downs based on the observable market price, current appraised value of the asset or other estimates of fair value. The

28



fair value of other real estate owned is determined using appraisals, which may be discounted based on management’s review and changes in market conditions.
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
(Dollars in thousands)
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
Value
June 30, 2016:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
U. S. Treasury securities and
obligations of U.S. Government
sponsored corporations (“GSE”) and agencies
 
$

 
$
5,558

 
$

 
$
5,558

Residential collateralized mortgage obligations- GSE
 

 
17,832

 

 
17,832

Residential mortgage backed securities – GSE
 

 
35,779

 

 
35,779

Obligations of state and political subdivisions
 

 
21,672

 

 
21,672

Trust preferred debt securities – single issuer
 

 
2,088

 

 
2,088

Corporate debt securities
 
10,800

 
16,643

 

 
27,443

Other debt securities
 

 
955

 

 
955

Total
 
$
10,800

 
$
100,527

 
$

 
$
111,327

(Dollars in thousands)
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
Value
December 31, 2015:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
U. S. Treasury securities and
obligations of U.S. Government
sponsored corporations (“GSE”) and agencies
 
$

 
$
5,481

 
$

 
$
5,481

Residential collateralized mortgage obligations- GSE
 

 
8,287

 

 
8,287

Residential mortgage backed securities – GSE
 

 
32,635

 

 
32,635

Obligations of state and political subdivisions
 

 
21,436

 

 
21,436

Trust preferred debt securities – single issuer
 

 
2,136

 

 
2,136

Corporate debt securities
 
14,043

 
6,379

 

 
20,422

Other debt securities
 

 
971

 
54

 
1,025

Total
 
$
14,043

 
$
77,325

 
$
54

 
$
91,422

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  Assets and financial liabilities measured at fair value on a nonrecurring basis, where there was evidence of impairment, at June 30, 2016 and December 31, 2015 were as follows:
(Dollars in thousands)
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
Value
June 30, 2016:
 
 
 
 
 
 
 
 
Impaired loans
 
$

 
$

 
$
3,655

 
$
3,655

Other real estate owned
 

 

 
166

 
166

 
 
 
 
 
 
 
 
 
December 31, 2015:
 
 
 
 
 
 
 
 
Impaired loans
 
$

 
$

 
$
3,960

 
$
3,960

Other real estate owned
 

 

 
966

 
966

Impaired loans measured at fair value and included in the above table at June 30, 2016 consisted of 5 loans having an aggregate recorded investment of $3.8 million and specific loan loss allowances of $130,000.  Impaired loans measured at fair value and included in the above table at December 31, 2015 consisted of 9 loans having an aggregate balance of $4.3 million with a specific loan loss allowance of $326,000.

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The following table presents additional qualitative information about assets measured at fair value on a nonrecurring basis, where there was evidence of impairment, and for which the Company has utilized Level 3 inputs to determine fair value:
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)
 
Fair Value
Estimate
 
Valuation
Techniques
 
Unobservable
Input
 
Range
(Weighted Average)
June 30, 2016
 
 
 
 
 
 
 
 
Impaired loans
 
$
3,655

 
Appraisal of
collateral (1)
 
Appraisal adjustments (2)
 
3% - 100% (41.6%)
Other real estate owned
 
$
166

 
Appraisal of
collateral (1)
 
Appraisal adjustments (2)
 
3.1%
December 31, 2015
 
 
 
 
 
 
 
 
Impaired loans
 
$
3,960

 
Appraisal of collateral (1)
 
Appraisal adjustments (2)
 
11%-44% (29.6%)
Other real estate owned
 
$
966

 
Appraisal of
collateral (1)
 
Appraisal adjustments (2)
 
11%
(1)
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.
(2)
Includes qualitative adjustments by management and estimated liquidation expenses.

The following is a summary of fair value versus carrying value of all of the Company’s financial instruments.  For the Company and the Bank, as with most financial institutions, the bulk of their assets and liabilities are considered financial instruments.  Many of the financial instruments lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction.  Therefore, significant estimations and present value calculations were used for the purpose of this note.  Changes in assumptions could significantly affect these estimates.
Estimated fair values have been determined by using the best available data and an estimation methodology suitable for each category of financial instruments as follows:
Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable (Carried at Cost). The carrying amounts reported in the balance sheet for cash and cash equivalents, accrued interest receivable and accrued interest payable approximate fair value.
Securities Held to Maturity (Carried at Amortized Cost). The fair values of securities held to maturity are determined in the same manner as for securities available for sale.
Loans Held For Sale (Carried at Lower of Aggregated Cost or Fair Value). The fair values of loans held for sale are determined, when possible, using quoted secondary market prices. If no such quoted market prices exist, fair values are determined using quoted prices for similar loans, adjusted for the specific attributes of the loans.
Gross Loans Receivable (Carried at Cost). The fair values of loans, excluding impaired loans subject to specific loss reserves, are estimated using discounted cash flow analyses that use market rates as of the balance sheet date that reflect the credit and interest rate-risk inherent in the loans.  Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal.  Generally, for variable rate loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values.
Deposit Liabilities (Carried at Cost). The fair values disclosed for demand deposits (e.g., interest and non-interest demand and savings accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates of deposit to a schedule of aggregated expected monthly maturities on time deposits.
Borrowings and Subordinated Debt (Carried at Cost). The carrying amounts of short-term borrowings approximate their fair values. The fair values of long-term FHLB advances are estimated using discounted cash flow analysis, based on quoted or estimated interest rates for new borrowings with similar credit risk characteristics, terms and remaining maturity. For subordinated debt, which reprices quarterly, the fair value is based on inputs that are observable either directly or indirectly for similar debt obligations.

30



The estimated fair values and carrying amounts of financial assets and liabilities as of June 30, 2016 and December 31, 2015 were as follows:
June 30, 2016
(Dollars in thousands)
 
Carrying
 
Level 1
 
Level 2
 
Level 3
 
Fair
 
 
Value
 
Inputs
 
Inputs
 
Inputs
 
Value
Cash and cash equivalents
 
$
13,650

 
$
13,650

 
$

 
$

 
$
13,650

Securities available for sale
 
111,327

 
10,800

 
100,527

 

 
111,327

Securities held to maturity
 
122,635

 

 
127,899

 

 
127,899

Loans held for sale
 
3,228

 

 
3,277

 

 
3,277

Net loans
 
754,090

 

 

 
758,697

 
758,697

Accrued interest receivable
 
3,051

 

 
3,051

 

 
3,051

Deposits
 
(791,486
)
 

 
(792,085
)
 

 
(792,085
)
Borrowings
 
(149,865
)
 

 
(150,232
)
 

 
(150,232
)
Redeemable subordinated debt
 
(18,557
)
 

 
(11,641
)
 

 
(11,641
)
Accrued interest payable
 
(846
)
 

 
(846
)
 

 
(846
)
December 31, 2015
(Dollars in thousands)
 
Carrying
 
Level 1
 
Level 2
 
Level 3
 
Fair
 
 
Value
 
Inputs
 
Inputs
 
Inputs
 
Value
Cash and cash equivalents
 
$
11,368

 
$
11,368

 
$

 
$

 
$
11,368

Securities available for sale 
 
91,422

 
14,043

 
77,325

 
54

 
91,422

Securities held to maturity 
 
123,261

 

 
127,157

 

 
127,157

Loans held for sale 
 
5,997

 

 
6,115

 

 
6,115

Net loans
 
674,561

 

 

 
680,719

 
680,719

Accrued interest receivable
 
2,853

 

 
2,853

 

 
2,853

Deposits 
 
(786,757
)
 

 
(786,594
)
 

 
(786,594
)
Borrowings 
 
(58,896
)
 

 
(59,347
)
 

 
(59,347
)
Redeemable subordinated debt
 
(18,557
)
 

 
(11,641
)
 

 
(11,641
)
Accrued interest payable
 
(846
)
 

 
(846
)
 

 
(846
)
Loan commitments and standby letters of credit as of June 30, 2016 and December 31, 2015 were based on fees charged for similar agreements; accordingly, the estimated fair value of loan commitments and standby letters of credit was nominal.

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Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of the operating results for the three and six months ended June 30, 2016 and financial condition at June 30, 2016 is intended to help readers analyze the accompanying financial statements, notes and other supplemental information contained in this document. Results of operations for the three and six month period ended June 30, 2016 are not necessarily indicative of results to be attained for any other period.
This discussion and analysis should be read in conjunction with the consolidated financial statements, notes and tables included elsewhere in this report and Part II, Item 7 of the Company’s Form 10-K (Management’s Discussion and Analysis of Financial Condition and Results of Operation) for the year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2016.
General
Throughout the following sections, the “Company” refers to 1ST Constitution Bancorp and, as the context requires, its wholly-owned subsidiary, 1ST Constitution Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, 1ST Constitution Investment Company of New Jersey, Inc., FCB Assets Holdings, Inc., LLC, 204 South Newman Street Corp. and 249 New York Avenue, LLC.  1ST Constitution Capital Trust II (“Trust II”), a subsidiary of the Company, is not included in the Company’s consolidated financial statements as it is a variable interest entity and the Company is not the primary beneficiary.
Trust II, a subsidiary of the Company, was created in May 2006 to issue trust preferred securities to assist the Company in raising additional capital.
The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was organized under the laws of the State of New Jersey in February 1999 for the purpose of acquiring all of the issued and outstanding stock of the Bank, a full service commercial bank which began operations in August 1989, thereby enabling the Bank to operate within a bank holding company structure. The Company became an active bank holding company on July 1, 1999. Other than its ownership interest in the Bank, the Company currently conducts no other significant business activities.
The Bank operates nineteen branches and manages an investment portfolio through its subsidiary, 1ST Constitution Investment Company of New Jersey, Inc.   FCB Assets Holdings, Inc., a subsidiary of the Bank, is used by the Bank to manage and dispose of repossessed real estate.
When used in this Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2016 (this "Form 10-Q"), the words "the Company," "we," "our," and "us" refer to 1st Constitution Bancorp and its wholly-owned subsidiaries, unless we indicate otherwise.

Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.  When used in this and in future filings by the Company with the SEC, in the Company’s press releases and in oral statements made with the approval of an authorized executive officer of the Company, the words or phrases “will,” “will likely result,” “could,” “anticipates,” “believes,” “continues,” “expects,” “plans,” “will continue,” “is anticipated,” “estimated,” “project” or “outlook” or similar expressions (including confirmations by an authorized executive officer of the Company of any such expressions made by a third party with respect to the Company) are intended to identify forward-looking statements. The Company cautions readers not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.
Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 22, 2016, such as the overall economy and the interest rate environment; the ability of customers to repay their obligations; the adequacy of the allowance for loan losses; competition; significant changes in accounting, tax or regulatory practices and requirements; certain interest rate risks; risks associated with investments in mortgage-backed securities; risks associated with speculative construction lending; and risks associated with safeguarding information technology systems. Although management has taken certain steps to mitigate any negative effect of the aforementioned items, significant unfavorable changes could severely impact the assumptions used and could have an adverse effect on profitability. The Company undertakes no obligation to publicly revise any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements, except as required by law.

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RESULTS OF OPERATIONS
Three and Six Months Ended June 30, 2016 Compared to Three and Six Months Ended June 30, 2015
Summary
The Company reported net income of $2.3 million for the three months ended June 30, 2016 and the three months ended June 30, 2015. Net income per diluted share was $0.28 for the second quarter of 2016 compared to net income per diluted share of $0.29 for the second quarter of 2015. Net income per diluted share declined slightly due to the higher average number of diluted shares outstanding in 2016.
The Company reported net income of $4.5 million or $0.56 per diluted share for the six month period ended June 30, 2016 compared to net income of $4.6 million or $0.57 per diluted share for the six month period ended June 30, 2015.
Return on average assets and return on average equity were 0.95% and 9.36%, respectively, for the three months ended June 30, 2016 compared to return on average assets and return on average equity of 0.95% and 10.42%, respectively, for the three months ended June 30, 2015. Book value and tangible book value per share were $12.78 and $11.13, respectively at June 30, 2016.
Return on average assets and return on average equity were 0.94% and 9.28%, respectively, for the six months ended June 30, 2016 compared to return on average assets and return on average equity of 0.95% and 10.42%, respectively, for the six months ended June 30, 2015.
Second Quarter Highlights
Net income was $2.3 million in the second quarter of 2016 and the second quarter of 2015.
Net interest income was $8.6 million in the second quarter of 2016, a decrease of $797,000 from $9.4 million in the second quarter of 2015, and the net interest margin was 3.86% and 4.20% on a tax equivalent basis for the respective periods.
Loans held in portfolio increased $102.1 million during the quarter to $759.8 million at June 30, 2016 and the loan to asset ratio was 71.3% at June 30, 2016.
During the second quarter of 2016, $1.3 million of non-performing assets were resolved and non-performing assets declined to $5.3 million and 0.50% of assets at June 30, 2016 from $7.0 million and 0.72% of assets, respectively, at December 31, 2015.
The Bank recorded a credit (negative) provision for loan losses of $100,000 in the second quarter of 2016 due to lower historical loan loss reserve factors that reflected the improvement in loan credit quality, the resolution and reduction of non-performing loans, the low level of net charge-offs over the prior five quarters and net recoveries of $280,000 in the second quarter of loans previously charged-off.
Earnings Analysis
The Bank’s results of operations depend primarily on net interest income, which is primarily affected by the market interest rate environment, the shape of the U.S. Treasury yield curve, and the difference between the yield on interest-earning assets and the rate paid on interest-bearing liabilities.  Other factors that may affect the Bank’s operating results are general and local economic and competitive conditions, government policies and actions of regulatory authorities.
Net Interest Income
Net interest income, the Company’s largest and most significant component of operating income, is the difference between interest and fees earned on loans and other earning assets and interest paid on deposits and borrowed funds. This component represented 84.9% of the Company’s net revenues (defined as net interest income plus non-interest income) for the three months ended June 30, 2016 compared to 82.6% of net revenues for the three months ended June 30, 2015. Net interest income also depends upon the relative amount of average interest-earning assets, average interest-bearing liabilities, and the interest rate earned or paid on them, respectively.
For the six months ended June 30, 2016, net interest income represented 84.5% of the Company's net revenues compared to 81.3% of net revenues for the six months ended June 30, 2015.
The following tables set forth the Company’s consolidated average balances of assets and liabilities and shareholders’ equity as well as interest income and expense on related items, and the Company’s average yield or rate for the three and six month periods

33



ended June 30 2016 and 2015. The average rates are derived by dividing interest income and expense by the average balance of assets and liabilities, respectively.
(Dollars in thousands)
Three months ended June 30, 2016
 
Three months ended June 30, 2015
 
Average
Balance

 
Interest

 
Average
Yield

 
Average
Balance

 
Interest

 
Average
Yield

Assets:
 
 
 
 
 
 
 
 
 
 
 
Federal Funds Sold/Short-Term Investments
$
18,659

 
$
18

 
0.38
%
 
$
8,223

 
$
6

 
0.28
%
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
149,629

 
815

 
2.18
%
 
129,888

 
790

 
2.43
%
Tax-exempt (4)
80,036

 
770

 
3.85
%
 
80,121

 
785

 
3.92
%
Total
229,665

 
1,585

 
2.76
%
 
210,009

 
1,575

 
3.00
%
Loan Portfolio: (1)
 
 
 

 
 

 
 

 
 

 
 

Construction
88,411

 
1,309

 
5.95
%
 
96,764

 
1,539

 
6.38
%
Residential real estate
42,125

 
449

 
4.27
%
 
43,904

 
463

 
4.22
%
Home Equity
23,895

 
251

 
4.23
%
 
22,460

 
267

 
4.78
%
Commercial and commercial
real estate
321,983

 
4,431

 
5.53
%
 
313,610

 
4,528

 
5.79
%
Mortgage warehouse lines
192,553

 
2,048

 
4.28
%
 
217,199

 
2,360

 
4.36
%
Installment
580

 
6

 
4.34
%
 
505

 
6

 
4.54
%
All Other Loans
4,615

 
24

 
2.09
%
 
11,221

 
75

 
2.67
%
Total
674,162

 
8,518

 
5.08
%
 
705,663

 
9,238

 
5.27
%
Total Interest-Earning Assets
922,486

 
$
10,121

 
4.41
%
 
923,895

 
$
10,819

 
4.71
%
Allowance for Loan Losses
(7,432
)
 
 
 
 
 
(7,698
)
 
 
 
 
Cash and Due From Bank
5,065

 
 
 
 
 
7,680

 
 
 
 
Other Assets
60,092

 
 
 
 
 
63,073

 
 
 
 
Total Assets
$
980,211

 
 
 
 
 
$
986,950

 
 
 
 
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
   Money Market and NOW Accounts 
$
294,048

 
$
270

 
0.37
%
 
$
304,755

 
$
250

 
0.33
%
Savings Accounts
205,997

 
302

 
0.59
%
 
198,252

 
230

 
0.47
%
Certificates of Deposit
143,057

 
416

 
1.17
%
 
152,253

 
432

 
1.14
%
Other Borrowed Funds
47,028

 
165

 
1.41
%
 
51,085

 
153

 
1.21
%
Redeemable Subordinated Debt
18,557

 
104

 
2.24
%
 
18,557

 
88

 
1.89
%
Total Interest-Bearing Liabilities
708,687

 
$
1,257

 
0.71
%
 
724,902

 
$
1,153

 
0.64
%
Net Interest Spread (2)
 
 
 
 
3.70
%
 
 
 
 
 
4.07
%
Demand Deposits
165,396

 
 
 
 
 
163,223

 
 
 
 
Other Liabilities
6,737

 
 
 
 
 
8,975

 
 
 
 
Total Liabilities
880,820

 
 
 
 
 
897,100

 
 
 
 
Shareholders’ Equity
99,391

 
 
 
 
 
89,850

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
980,211

 
 
 
 
 
$
986,950

 
 
 
 
Net Interest Margin (3)
 
 
$
8,864

 
3.86
%
 
 
 
$
9,666

 
4.20
%
(1)
Loan origination fees are considered an adjustment to interest income.  For the purpose of calculating loan yields, average loan balances include non-accrual loans with no related interest income and the average balance of loans held for sale. Please refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation under the heading “Non-Performing Assets” for a discussion of the Bank’s policy with regard to non-accrual loans.
(2)
The net interest rate spread is the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities.
(3)
The net interest margin is equal to net interest income divided by average interest earning assets.

34



(4)
Tax-equivalent basis. The tax equivalent adjustment was $250 and $255 for the three months ended June 30, 2016 and June 30 2015, respectively.
(Dollars in thousands)
Six months ended June 30, 2016
 
Six months ended June 30, 2015
 
Average
Balance

 
Interest

 
Average
Yield

 
Average
Balance

 
Interest

 
Average
Yield

Assets:
 
 
 
 
 
 
 
 
 
 
 
Federal Funds Sold/Short-Term Investments
$
30,611

 
$
67

 
0.44
%
 
$
24,420

 
$
31

 
0.25
%
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
142,420

 
1,632

 
2.29
%
 
131,611

 
1,607

 
2.44
%
Tax-exempt (4)
80,348

 
1,540

 
3.83
%
 
84,867

 
1,645

 
3.88
%
Total
222,768

 
3,172

 
2.85
%
 
216,478

 
3,252

 
3.00
%
Loan Portfolio: (1)
 
 
 

 
 
 
 

 
 

 
 

Construction
92,392

 
2,661

 
5.79
%
 
96,944

 
3,080

 
6.41
%
Residential real estate
40,583

 
858

 
4.23
%
 
44,797

 
936

 
4.22
%
Home Equity
23,539

 
490

 
4.19
%
 
22,305

 
506

 
4.58
%
Commercial and commercial
real estate
313,655

 
8,884

 
5.70
%
 
310,249

 
8,782

 
5.71
%
Mortgage warehouse lines
178,912

 
3,836

 
4.31
%
 
186,682

 
4,079

 
4.41
%
Installment
564

 
12

 
4.29
%
 
443

 
11

 
4.81
%
All Other Loans
6,185

 
84

 
2.73
%
 
9,732

 
133

 
2.73
%
Total
655,830

 
16,825

 
5.16
%
 
671,152

 
17,527

 
5.27
%
Total Interest-Earning Assets
909,209

 
$
20,064

 
4.43
%
 
912,050

 
$
20,810

 
4.60
%
Allowance for Loan Losses
(7,525
)
 
 
 
 
 
(7,467
)
 
 
 
 
Cash and Due From Bank
5,120

 
 
 
 
 
10,127

 
 
 
 
Other Assets
59,534

 
 
 
 
 
62,664

 
 
 
 
Total Assets
$
966,338

 
 
 
 
 
$
977,374

 
 
 
 
Liabilities and Shareholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
Money Market and NOW Accounts 
$
295,382

 
$
539

 
0.37
%
 
$
306,486

 
$
506

 
0.33
%
Savings Accounts
204,663

 
573

 
0.56
%
 
196,889

 
455

 
0.47
%
Certificates of Deposit
143,379

 
826

 
1.16
%
 
157,809

 
883

 
1.13
%
Other Borrowed Funds
37,054

 
301

 
1.63
%
 
36,524

 
279

 
1.54
%
Trust Preferred Securities
18,557

 
203

 
2.19
%
 
18,557

 
174

 
1.86
%
Total Interest-Bearing Liabilities
699,035

 
$
2,442

 
0.70
%
 
716,265

 
$
2,297

 
0.64
%
Net Interest Spread (2)
 
 
 
 
3.73
%
 
 
 
 
 
3.96
%
Demand Deposits
161,593

 
 
 
 
 
163,516

 
 
 
 
Other Liabilities
7,435

 
 
 
 
 
8,677

 
 
 
 
Total Liabilities
868,063

 
 
 
 
 
888,458

 
 
 
 
Shareholders’ Equity
98,275

 
 
 
 
 
88,916

 
 
 
 
Total Liabilities and Shareholders’ Equity
$
966,338

 
 
 
 
 
$
977,374

 
 
 
 
Net Interest Margin (3)
 
 
$
17,622

 
3.89
%
 
 
 
$
18,513

 
4.09
%
(1)
Loan origination fees are considered an adjustment to interest income.  For the purpose of calculating loan yields, average loan balances include non-accrual loans with no related interest income and the average balance of loans held for sale. Please refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation under the heading “Non-Performing Assets” for a discussion of the Bank’s policy with regard to non-accrual loans.
(2)
The net interest rate spread is the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities.
(3)
The net interest margin is equal to net interest income divided by average interest earning assets.

35



(4)
Tax-equivalent basis. The tax equivalent adjustment was $500 and $559 for the six months ended June 30, 2016 and June 30 2015, respectively.
Three months ended June 30, 2016 compared to three months ended June 30, 2015
Net interest income was $8.6 million for the three months ended June 30, 2016, which represented a decrease of $797,000 compared to net interest income of $9.4 million for the three months ended June 30, 2015. The decrease in net interest income in the second quarter of 2016 compared to the second quarter of 2015 was due primarily to a decrease of $720,000 in interest income on loans and an increase of $104,000 in interest expense on interest-bearing liabilities. Interest income on average earning assets, on a tax-equivalent basis, was $10.1 million for the three months ended June 30, 2016 compared to $10.8 million for the three months ended June 30, 2015. The decrease of $698,000 in interest income was due primarily to a decrease in average loan balances to $674.2 million for the three month period ended June 30, 2016 from $705.7 million for the three month period ended June 30, 2015 and the lower yield on loans of 5.08% for the three months ended June 30, 2016 compared to the yield on loans of 5.27% for the three months ended June 30, 2015. The yield on loans declined due to the continued low interest rate environment as new loans were originated at yields lower than the average yield on loans in the prior period.
Interest expense on average interest-bearing liabilities was $1.3 million, or 0.71%, for the second quarter of 2016 compared to $1.2 million, or 0.64%, for the second quarter of 2015. The increase of $104,000 in interest expense on interest-bearing liabilities for the second quarter of 2016 compared to the second quarter of 2015 primarily reflects higher short-term market interest rates in 2016 compared to 2015. The Federal Reserve Board increased the targeted federal funds rate in December 2015 by 25 basis points, which impacted short-term market rates in 2016.
The net interest margin, on a tax-equivalent basis, declined to 3.86% for the three months ended June 30, 2016 compared to 4.20% for the three months ended June 30, 2015, primarily due to the lower yield on interest-earning assets.
Average interest-earning assets decreased by $1.4 million, or 0.15%, to $922.5 million for the three month period ended June 30, 2016 from $923.9 million for the three month period ended June 30, 2015 due to the decrease in average loan balances, which was partially offset by the increase in average investment securities. The overall yield on interest-earning assets, on a tax-equivalent basis, decreased 30 basis points to 4.41% for the three month period ended June 30, 2016 compared to 4.71% for the three month period ended June 30, 2015 due primarily to the decrease in the average balance of loans, primarily mortgage warehouse lines utilized, for the quarter ended June 30, 2016 compared to the quarter ended June 30, 2015.
Average interest-bearing liabilities decreased by $16.2 million, or 2.2%, to $708.7 million for the three months ended June 30, 2016 from $724.9 million for the three months ended June 30, 2015 due primarily to decreases in certificates of deposit and money market and NOW accounts. Overall, the cost of total interest-bearing liabilities increased 7 basis points to 0.71% for the three months ended June 30, 2016 from 0.64% for the three months ended June 30, 2015.
Six months ended June 30, 2016 compared to six months ended June 30, 2015
For the six months ended June 30, 2016, the Company's net interest income decreased by $832,000, or 4.6%, to $17.1 million compared to $18.0 million for the six months ended June 30, 2015. This decrease was due primarily to the decrease in average loan balances, a decrease in the average yield on interest-earning assets and an increase in interest expense on average interest-bearing liabilities.
Interest expense on average interest-bearing liabilities was $2.4 million, or 0.70%, for the six months ended June 30, 2016 compared to $2.3 million, or 0.64%, for the six months ended June 30, 2015. The increase of $145,000 in interest expense on interest-bearing liabilities for the first six months of 2016 compared to the first six months of 2015 primarily reflects higher short-term market interest rates in 2016 compared to 2015. The Federal Reserve Board increased the targeted federal funds rate in December 2015 by 25 basis points, which impacted short-term market rates in 2016.
For the six months ended June 30, 2016, the net interest margin (on a tax-equivalent basis) was 3.89% compared to 4.09% for the six months ended June 30, 2015.
Average interest-earning assets decreased by $2.8 million, or 0.3%, to $909.2 million for the six month period ended June 30, 2016 from $912.1 million for the six month period ended June 30, 2015. The overall yield on interest-earning assets, on a tax-equivalent basis, decreased 17 basis points to 4.43% for the six months ended June 30, 2016 compared to 4.60% for the six months ended June 30, 2015, primarily due to the $15.3 million decrease in the average balance of the loan portfolio for the six months ended June 30, 2016 compared to the six months ended June 30, 2015 and the decline in the yield on average loans to 5.16% for the six months ended June 30, 2016 compared to the yield on average loans of 5.27% for the six months ended June 30, 2015.
Average interest-bearing liabilities decreased by $17.2 million, or 2.4%, to $699.0 million for the six months ended June 30, 2016 compared to $716.3 million for the six months ended June 30, 2015 due primarily to decreases in money market and NOW accounts

36



and certificates of deposit. The decrease in deposits was due primarily to a decline in NOW accounts and savings deposits from municipalities of $33.1 million, which was partially offset by an increase of $16.0 million in consumer and business deposits. The total cost of interest-bearing liabilities increased by 6 basis points to 0.70% for the six months ended June 30, 2016 from 0.64% for the six months ended June 30, 2015 primarily due to higher short-term market interest rates in 2016.
Provision for Loan Losses
Three months ended June 30, 2016 compared to three months ended June 30, 2015
Management considers a complete review of the following specific factors in determining the provisions for loan losses: historical losses by loan category, the level of non-accrual loans and problem loans as identified through internal review and classification, collateral values and the growth and size of the loan portfolio. In addition to these factors, management takes into consideration current economic conditions and local real estate market conditions. 
In general, over the last two years, the Bank experienced an improvement in loan credit quality and achieved a steady resolution of non-performing loans and assets related to the severe recession, which was reflected in the current lower level of non-performing loans at June 30, 2016. During the last five quarters, net charge-offs declined significantly, which resulted in a reduction of the historical loss factors for certain segments of the loan portfolio that were applied by management to estimate the allowance for loan losses at June 30, 2016. In the second quarter of 2016, net recoveries of $280,000 were recorded. The lower historical loss factors due to the improvement in loan credit quality resulted in a lower estimated allowance for loan losses of $7.5 million at June 30, 2016. Accordingly, a credit (negative) provision for loan losses of $100,000 was recorded for the second quarter of 2016 compared to no provision being recorded in the second quarter of 2015.
At June 30, 2016, non-performing loans decreased by $861,000, or 14.3%, to $5.2 million from $6.0 million at December 31, 2015 and the ratio of non-performing loans to total loans decreased to 0.68% at June 30, 2016 compared to 0.88% at December 31, 2015.  
Six months ended June 30, 2016 compared to six months ended June 30, 2015
A credit (negative) provision for loan losses of $300,000 was recorded for the six months ended June 30, 2016 compared to a provision for loan losses in the amount of $500,000 for the six months ended June 30, 2015. The credit provision for loan losses for the first six months of 2016 reflected gross recoveries of loans previously charged-off of $383,000, gross charge-offs of $161,000 and net recoveries of $222,000 compared to net charge-offs of $74,000 for the first six months of 2015. Non-performing loans declined to $5.2 million at June 30, 2016 compared to $6.0 million at December 31, 2015.
Non-Interest Income
Three months ended June 30, 2016 compared to three months ended June 30, 2015
Total non-interest income was $1.5 million for the second quarter of 2016, a decrease of $452,000, or 22.7%, compared to $2.0 million for the second quarter of 2015. The Bank originates and sells commercial loans guaranteed by the Small Business Administration ("SBA") and residential mortgage loans in the secondary market. Lower gains of $747,000 from the sales of residential mortgages and SBA loans for the second quarter of 2016 compared to gains of $1.2 million in the second quarter of 2015 were the primary reason for the decrease in non-interest income.
In the second quarter of 2016, $14.5 million of residential mortgages were sold and $308,000 of gains were recorded compared to $43.3 million of loans sold and $685,000 of gains recorded in the second quarter of 2015. Residential mortgage lending activity was lower in the second quarter of 2016 compared to the second quarter of 2015 due principally to turnover of employees in the Bank's residential mortgage unit.
On July 25, 2016, the Bank hired approximately 20 employees, including residential mortgage originators and operations personnel, who will now make up the majority of the Bank’s residential mortgage unit since this unit recently experienced significant employee turnover.  The addition of this experienced and productive residential mortgage lending team is expected to enhance the Bank’s residential mortgage lending capabilities and broaden its lending products to include Federal Housing Administration insured residential mortgages.
SBA guaranteed commercial lending activity and loan sales vary from period to period. In the second quarter of 2016, $4.6 million of SBA loans were sold and gains of $439,000 were recorded compared to $5.2 million of loans sold and gains of $518,000 recorded in the second quarter of 2015.

37



Service charge revenues decreased to $176,000 for the three months ended June 30, 2016 from $190,000 for the three months ended June 30, 2015 due to a lower volume of service charges and overdraft fees collected on deposit accounts during the second quarter of 2016 compared to the second quarter of 2015.
Non-interest income also includes income from bank-owned life insurance (“BOLI”), which amounted to $157,000 for the three months ended June 30, 2016 compared to $142,000 for the three months ended June 30, 2015.
The Bank also generates non-interest income from a variety of fee-based services. These include safe deposit box rental fees, wire transfer service fees and automated teller machine fees for non-Bank customers. The other income component of non-interest income increased to $456,000 for the three months ended June 30, 2016 compared to $453,000 for the three months ended June 30, 2015.
Six months ended June 30, 2016 compared to six months ended June 30, 2015
Total non-interest income for the six months ended June 30, 2016 was $3.1 million, a decrease of $985,000, or 23.9%, compared to total non-interest income of $4.1 million for the six months ended June 30, 2015. This decrease was due primarily to a decrease of $845,000 in gains on the sale of loans.
Service charge revenues decreased to $373,000 for the six months ended June 30, 2016 from $429,000 for the six months ended June 30, 2015. This decrease was due primarily to lower overdraft fees collected on deposit accounts.
Gains on sales of loans originated for sale decreased by $845,000 to $1.7 million for the six months ended June 30, 2016 compared to $2.5 million for the six months ended June 30, 2015. The Bank sells both loans guaranteed by the SBA and residential mortgage loans in the secondary market. For the six months ended June 30, 2016, SBA loan sales were $9.8 million and generated gains on sales of loans of approximately $921,000 compared to SBA loan sales of $11.9 million that generated gains on sales of $1.2 million for the six months ended June 30, 2015.
For the six months ended June 30, 2016, the Bank's residential mortgage banking operation sold $38.5 million of residential mortgage loans, which generated gains from the sales of loans of $729,000. For the six months ended June 30, 2015, the Bank's residential mortgage banking operation sold $77.7 million residential mortgage loans, which generated gains on sale of loans of $1.3 million.
Non-interest income also includes income from BOLI, which amounted to $301,000 for the six months ended June 30, 2016 compared to $276,000 for the six months ended June 30, 2015.
The Bank also generates non-interest income from a variety of fee-based services. These include safe deposit box fees, wire transfer fees and automated teller machine fees for non-Bank customers. The other income component of non-interest income decreased to $808,000 for the six months ended June 30, 2016 compared to $917,000 for the six months ended June 30, 2015 due to lower transaction activity.
Non-Interest Expenses
Non-interest expenses were $6.8 million for the three months ended June 30, 2016, a decrease of $1.1 million, or 14.4%, compared to $8.0 million for the second quarter of 2015. Non-interest expenses decreased in the second quarter of 2016 compared to the second quarter of 2015 due primarily to a $418,000, or 27.1%, decrease in other operating expenses and a decrease in other real estate owned expenses of $381,000.
Non-interest expenses were $13.9 million for the six months ended June 30, 2016, a decrease of $972,000, or 6.6%, compared to $14.8 million for the six months ended June 30, 2015. Non-interest expenses decreased in the second quarter of 2016 compared to the second quarter of 2015 due primarily to a $448,000, or 87.3%, decrease in other real estate owned expenses and a $217,000 decrease in occupancy expense.
The following table presents the major components of non-interest expenses for the three and six months ended June 30, 2016 and 2015:

38



Non-interest Expenses
 
 
 
 
 
 
 
(Dollars in thousands)
Three months ended June 30,
 
Six months ended June 30,
 
2016

 
2015

 
2015

 
2015

Salaries and employee benefits
$
4,291

 
$
4,478

 
$
8,607

 
$
8,665

Occupancy expense
952

 
1,048

 
1,941

 
2,158

Data processing expenses
314

 
306

 
627

 
625

FDIC insurance expense
105

 
180

 
223

 
370

Other real estate owned expenses
35

 
416

 
65

 
513

Equipment expense
8

 
13

 
14

 
32

Marketing
46

 
22

 
82

 
110

Regulatory, professional and other fees
228

 
245

 
410

 
348

Directors’ fees
23

 
20

 
47

 
48

Amortization of intangible assets
97

 
106

 
202

 
215

Other expenses
724

 
1,138

 
1,639

 
1,745

Total
$
6,823

 
$
7,972

 
$
13,857

 
$
14,829

`
Three months ended June 30, 2016 compared to three months ended June 30, 2015
Salaries and employee benefits, which represent the largest portion of non-interest expenses, decreased by $187,000, or 4.2%, to $4.3 million for the three months ended June 30, 2016 compared to $4.5 million for the three months ended June 30, 2015. The decrease in salaries and employee benefits was a result of a decrease in full-time equivalent employees, primarily in the residential lending group, and lower commissions in the amount of $243,000 paid to residential loan officers as a result of the lower volume of residential mortgage loans originated. Full-time equivalent employees at June 30, 2016 decreased to 175 as compared to 181 full-time equivalent employees at June 30, 2015.
Occupancy expense decreased by $96,000, or 9.2%, to $952,000 for the three months ended June 30, 2016 compared to $1.0 million for the three months ended June 30, 2015.  The decrease for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 was due to lower depreciation and facilities maintenance expenses.
The cost of data processing services increased slightly to $314,000 for the three months ended June 30, 2016 from $306,000 for the three months ended June 30, 2015.
FDIC insurance expense decreased $75,000 to $105,000 for the three months ended June 30, 2016 compared to $180,000 for the three months ended June 30, 2015 primarily due to a lower assessment rate that reflects the improvement in asset quality and the improved financial performance of the Bank in the last six quarters.
Other real estate owned expenses decreased by $381,000 to $35,000 for the three months ended June 30, 2016 compared to $416,000 for the three months ended June 30, 2015 due to the $382,000 write-down of one OREO property in the second quarter of 2015 and the lower level of OREO in 2016 compared to 2015. At June 30, 2016, the Company held one commercial property with a value of $166,000 as other real estate owned compared to three properties with an aggregate value of $5.3 million at June 30, 2015.
Regulatory, professional and other fees decreased by $17,000, or 6.9%, to $228,000 for the three months ended June 30, 2016 compared to $245,000 for the three months ended June 30, 2015 due primarily to a decrease in consulting fees.
Other expenses decreased by $414,000 to $724,000 for the three months ended June 30, 2016 compared to $1.1 million for the three months ended June 30, 2015 due primarily to decreases in legal expense incurred for the collection and recovery of non-performing assets and telephone and various other operating expenses.
Six months ended June 30, 2016 compared to six months ended June 30, 2015
Salaries and employee benefits, which represent the largest portion of non-interest expenses, decreased by $58,000, or 0.7%, to $8.6 million for the six months ended June 30, 2016 compared to $8.7 million for the six months ended June 30, 2015. The decrease in salaries and employee benefits was the result of a decrease in the number of employees and lower commissions paid to residential loan officers as a result of the lower volume of residential mortgage loans originated in the first six months of 2016.

39



Occupancy expense decreased by $217,000, or 10.1%, to $1.9 million for the six months ended June 30, 2016 compared to $2.2 million for the six months ended June 30, 2015.  The decrease in occupancy expense resulted primarily from decreases in building maintenance expense and depreciation expense.
The cost of data processing services increased slightly to $627,000 for the six months ended June 30, 2016 from $625,000 for the six months ended June 30, 2015.
FDIC insurance expense decreased to $223,000 for the six months ended June 30, 2016 compared to $370,000 for the six months ended June 30, 2015 primarily as a result of a lower assessment rate, which reflected the lower level of net charge-offs, the lower level of non-performing assets and the improved financial performance of the Bank in the last six quarters.
Other real estate owned expenses decreased by $448,000 to $65,000 for the six months ended June 30, 2016 compared to $513,000 for the six months ended June 30, 2015 primarily due to no write-downs of the carrying value of OREO assets compared to a $382,000 write-down in the first six months of 2015 and the significant reduction in OREO assets. At June 30, 2016, there was one commercial property with a value of $166,000 compared to three properties with an aggregate value of $5.3 million at June 30, 2015.
Regulatory, professional and other fees increased by $62,000, or 17.8%, to $410,000 for the six months ended June 30, 2016 compared to $348,000 for the six months ended June 30, 2015 due primarily to higher examination fees.
Other expenses decreased $106,000 to $1.6 million for the six months ended June 30, 2016 compared to $1.7 million for the six months ended June 30, 2015 as a result of decreases in legal fees and telephone expense.  All other expenses are comprised of a variety of operating expenses, as well as expenses associated with lending activities.





40



Income Taxes
Three months ended June 30, 2016 compared to three months ended June 30, 2015
Pre-tax income was $3.4 million for the three months ended June 30, 2016 and the three months ended June 30, 2015.
The Company recorded income tax expense of $1.1 million for the three months ended June 30, 2016 and the three months ended June 30, 2015. The effective income tax rate was 32.5% for the three months ended June 30, 2016 and the three months ended June 30, 2015.
Six months ended June 30, 2016 compared to six months ended June 30, 2015
Pre-tax income decreased $45,000 to $6.7 million for the six months ended June 30, 2016 compared to pre-tax income of $6.7 million for the six months ended June 30, 2015.
The Company recorded income tax expense of $2.2 million for the six months ended June 30, 2016, which resulted in an effective tax rate of 32.3%, compared to income tax expense of $2.2 million and an effective tax rate of 32.1% for the six months ended June 30, 2015. The slight decrease in income tax expense for the six months ended June 30, 2016 was primarily due to the lower amount of pre-tax income in the period compared to the six months ended June 30, 2015.
Financial Condition
June 30, 2016 Compared with December 31, 2015
Total consolidated assets at June 30, 2016 were $1.07 billion, representing an increase of $100.7 million, or 10.4%, from total consolidated assets of $968.0 million at December 31, 2015.  The increase in assets was primarily attributable to an increase of $79.5 million in net loans and a $19.3 million increase in investment securities which were funded primarily by a $91.0 million increase in borrowed funds and an increase of $4.7 million in deposits.
Cash and Cash Equivalents
Cash and cash equivalents at June 30, 2016 totaled $13.7 million compared to $11.4 million at December 31, 2015, an increase of $2.3 million, or 20.1%. To the extent that the Bank does not utilize funds for loan originations or securities purchases, the cash inflows are invested in overnight deposits at the Federal Reserve Bank of New York.
Loans Held for Sale
Loans held for sale at June 30, 2016 were $3.2 million compared to $6.0 million at December 31, 2015. As indicated in the Consolidated Statements of Cash Flows, residential mortgage loans originated for sale were $35.7 million for the six months ended June 30, 2016 compared to $78.5 million for the six months ended June 30, 2015. As a result of turnover of employees in the Bank's residential mortgage unit in the first six months of 2016, the Bank originated and sold a lower level of residential mortgage loans during the first six months of 2016 compared to the first six months of 2015. The amount of loans held for sale varies from period to period due to changes in the amount and timing of sales of residential mortgages.




41



Investment Securities
Investment securities represented approximately 21.9% of total assets at June 30, 2016 and approximately 22.2% of total assets at December 31, 2015. Total investment securities increased $19.3 million, or 9.0%, to $234.0 million at June 30, 2016 from $214.7 million at December 31, 2015. Purchases of investment securities totaled $40.1 million during the six months ended June 30, 2016, and proceeds from calls, maturities and repayments totaled $22.2 million during the period.
Securities available for sale are investments that may be sold in response to changing market and interest rate conditions or for other business purposes.  Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk and to take advantage of market conditions that create economically attractive returns.  At June 30, 2016, securities available for sale totaled $111.3 million, an increase of $19.9 million, or 21.8%, compared to securities available for sale totaling $91.4 million at December 31, 2015.
At June 30, 2016, the securities available for sale portfolio had net unrealized gains of $1.5 million compared to net unrealized gains of $203,000 at December 31, 2015.  These unrealized gains were reflected, net of tax, in shareholders’ equity as a component of accumulated other comprehensive income.
Securities held to maturity, which are carried at amortized historical cost, are investments for which there is the positive intent and ability to hold to maturity.  At June 30, 2016, securities held to maturity were $122.6 million, a decrease of $626,000 from $123.3 million at December 31, 2015.  The fair value of the held to maturity portfolio at June 30, 2016 was $127.9 million.
Loans
The loan portfolio, which represents the Bank's largest asset, is a significant source of both interest and fee income. Elements of the loan portfolio are subject to differing levels of credit and interest rate risk. The Bank’s primary lending focus continues to be financing mortgage warehouse lines, construction loans, commercial business loans, owner-occupied commercial mortgage loans and commercial real estate loans on income producing assets.
The following table represents the components of the loan portfolio at June 30, 2016 and December 31, 2015:
Loan Portfolio Composition
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
December 31, 2015
Component
 
Amount
 
%
 
Amount
 
%
Construction loans
 
$
93,221

 
12
%
 
$
93,745

 
14
%
Residential real estate loans
 
49,087

 
7
%
 
40,744

 
6
%
Commercial business
 
105,103

 
14
%
 
99,277

 
15
%
Commercial real estate
 
223,124

 
29
%
 
207,250

 
30
%
Mortgage warehouse lines
 
264,344

 
35
%
 
216,572

 
32
%
Loans to individuals
 
24,730

 
3
%
 
23,074

 
3
%
All other loans
 
197

 
%
 
233

 
%
Gross loans
 
759,806

 
%
 
680,895

 
%
Deferred loan fees and costs, net
 
1,766

 
 
 
1,226

 
 
Total loans
 
$
761,572

 
100
%
 
$
682,121

 
100
%
Total loans increased by $79.5 million, or 11.6%, to $761.6 million at June 30, 2016 compared to $682.1 million at December 31, 2015.
Mortgage warehouse lines' outstanding balances increased $47.8 million to $264.3 million compared to $216.6 million at December 31, 2015, reflecting higher levels of residential mortgage originations by the Bank’s mortgage banking customers that were due to the seasonality of home purchase activity in our markets.
The Bank’s mortgage warehouse funding group provides revolving lines of credit that are available to licensed mortgage banking companies. The warehouse line of credit is used by the mortgage banker to finance the origination of one-to-four family residential mortgage loans that are pre-sold to the secondary mortgage market, which includes state and national banks, national mortgage banking firms, insurance companies and government-sponsored enterprises, including the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and the Government National Mortgage Association.  On average, an advance under the warehouse line of credit remains outstanding for a period of less than 30 days, with repayment coming directly from the sale of the loan into the secondary mortgage market.  Interest and a transaction fee are collected by the Bank at the time of repayment.   In the second quarter of 2016, the Bank funded $998.0 million of residential mortgages through customers' warehouse lines of

42



credit compared to $1.1 billion in the second quarter of 2015. The decline in the volume of loans funded was primarily due to a $144.0 million decrease in the amount of refinanced loans, which was partially offset by an increase of $66.0 million of loans for the purchase of homes.
Commercial business loans increased $5.8 million, or 5.9%, during the first six months of 2016. Commercial business loans consist primarily of loans to small and middle market businesses and are typically working capital loans used to finance inventory, receivables or equipment needs. These loans are generally secured by business assets of the commercial borrower.
Commercial real estate loans increased $15.9 million, or 7.7%, during the first six months of 2016. Commercial real estate loans consist  primarily of loans to businesses collateralized by real estate employed in the business and loans to finance income producing properties.
Construction loans decreased $524,000 to $93.2 million during the first six months of 2016. Construction financing is provided to businesses to expand their facilities and operations and to real estate developers for the acquisition, development and construction of residential properties and income producing properties. First mortgage construction loans are made to developers and builders for single family homes or multi-family buildings that are presold, or are to be sold or leased on a speculative basis. The Bank lends to developers and builders with established relationships, successful operating histories and sound financial resources.
The Bank also finances the construction of individual, owner-occupied single family homes. These loans are made to qualified individual borrowers and are generally supported by a take-out commitment from a permanent lender.
The ability of the Company to enter into larger loan relationships and management’s philosophy of relationship banking are key factors in the Company’s strategy for loan growth.  The ultimate collectability of the loan portfolio and recovery of the carrying amount of real estate are subject to changes in the economic environment and real estate market in the Company’s market region.

43



Non-Performing Assets
Non-performing assets consist of non-performing loans and other real estate owned. Non-performing loans are composed of (1) loans on a non-accrual basis and (2) loans which are contractually past due 90 days or more as to interest and principal payments but which have not been classified as non-accrual. Included in non-accrual loans are loans whose terms have been restructured to provide a reduction or deferral of interest and/or principal because of deterioration in the financial position of the borrower and which have not performed in accordance with the restructured terms.
The Bank’s policy with regard to non-accrual loans is that, generally, loans are placed on a non-accrual status when they are 90 days past due, unless these loans are well secured and in process of collection or, regardless of the past due status of the loan, when management determines that the complete recovery of principal or interest is in doubt.  Consumer loans are generally charged off after they become 120 days past due.  Subsequent payments on loans in non-accrual status are credited to income only if collection of principal is not in doubt.
Non-accrual loans decreased $861,000 to $5.2 million at June 30, 2016 from $6.0 million at December 31, 2015.  The major segments of non-accrual loans consist of commercial real estate loans and residential real estate loans, which are in the process of collection. The table below sets forth non-performing assets and risk elements in the Bank’s portfolio for the periods indicated.
Non-Performing Assets and Loans
June 30

 
December 31,

(Dollars in thousands)
2016

 
2015

Non-performing loans:
 
 
 
Loans 90 days or more past due and still accruing
$

 
$

Non-accrual  loans
5,159

 
6,020

Total non-performing loans
5,159

 
6,020

Other real estate owned
166

 
966

Other repossessed assets

 

Total non-performing assets
5,325

 
6,986

Performing troubled debt restructurings
1,022

 
1,535

Performing troubled debt restructurings and total non-performing assets
$
6,347

 
$
8,521

 
 
 
 
Non-performing loans to total loans
0.68
%
 
0.88
%
Non-performing loans to total loans excluding mortgage warehouse lines
1.04
%
 
1.29
%
Non-performing assets to total assets
0.50
%
 
0.72
%
Non-performing assets to total assets excluding mortgage warehouse lines
0.66
%
 
0.93
%
Total non-performing assets and performing troubled debt restructurings to total assets
0.59
%
 
0.88
%
Non-performing loans to total loans decreased to 0.68% at June 30, 2016 from 0.88% at December 31, 2015 principally due to the improvement in loan credit quality and a decrease in non-performing loans.  Loan quality is considered to be sound. This was accomplished through quality loan underwriting, a proactive approach to loan monitoring and aggressive workout strategies.
Non-performing assets decreased by $1.7 million to $5.3 million at June 30, 2016 from $7.0 million at December 31, 2015.  Other real estate owned totaled $166,000 at June 30, 2016 compared to $966,000 at December 31, 2015.  OREO at June 30, 2016 was comprised of one commercial real estate property with a value of $166,000.
At June 30, 2016, the Bank had nine loans totaling $4.1 million which were troubled debt restructurings.  Four of these loans totaling $3.1 million are included in the above table as non-accrual loans; the remaining five loans totaling $1.0 million are considered performing. At December 31, 2015, the Bank had ten loans totaling $4.7 million that were troubled debt restructurings. Three of these loans totaling $3.2 million are included in the above table as non-accrual loans and the remaining loans totaling $1.5 million are considered performing.
As provided by ASC 310-30, the excess of cash flows expected at acquisition over the initial investment in the loan is recognized as interest income over the life of the loan. Accordingly, loans acquired with evidence of deteriorated credit quality totaling $464,000 at June 30, 2016 and $759,000 at December 31, 2015 were not classified as non-performing loans.
Non-performing assets represented 0.50% of total assets at June 30, 2106 compared to 0.72% of total assets at December 31, 2015.
Management takes a proactive approach in addressing delinquent loans. The Company’s President and Chief Executive Officer meets weekly with all loan officers to review the status of credits past-due 10 days or more. An action plan is discussed for delinquent

44



loans to determine the steps necessary to induce the borrower to cure the delinquency and restore the loan to a current status. In addition, delinquency notices are system-generated when loans are five days past-due and again at 15 days past-due.
In most cases, the Company’s collateral is real estate. If the collateral is foreclosed upon, the real estate is carried at fair market value less the estimated selling costs. The amount, if any, by which the recorded amount of the loan exceeds the fair market value of the collateral, less estimated selling costs, is a loss which is charged to the allowance for loan losses at the time of foreclosure or repossession. Resolution of a past-due loan through foreclosure can be delayed if the borrower files a bankruptcy petition because a collection action cannot be continued unless the Company first obtains relief from the automatic stay provided by the bankruptcy code.
Summary of Real Estate Owned Activity
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
Three months ended June 30, 2016
 
 
 
Six months ended June 30, 2016
 
 
 
 
 
 
 
Balance - March 31, 2016
 
$
1,144

 
Balance - January 1, 2016
 
$
966

  Transfers into real estate owned
 

 
  Transfer into real estate owned
 
142

  Sale of real estate owned
 
(1,002
)
 
  Sale of real estate owned
 
(1,002
)
  Cost of improvements on real estate owned
 
24

 
  Cost of improvements on real estate owned
 
60

Balance - June 30, 2016
 
$
166

 
Balance - June 30, 2016
 
$
166

 
 
 
 
 
 
 
Changes in other real estate owned during the three months ended June 30, 2016 consisted principally of the sale of one residential property with a fair value of $1.0 million.

45



Allowance for Loan Losses and Related Provision
The allowance for loan losses is maintained at a level sufficient to absorb estimated credit losses in the loan portfolio as of the date of the financial statements.  The allowance for loan losses is a valuation reserve available for losses incurred or inherent in the loan portfolio and other extensions of credit.  The determination of the adequacy of the allowance for loan losses is a critical accounting policy of the Company.
The Company’s primary lending emphasis is the origination of commercial and commercial real estate loans and mortgage warehouse lines of credit.  Based on the composition of the loan portfolio, the inherent primary risks are deteriorating credit quality, a decline in the economy, and a decline in New Jersey real estate market values.  Any one, or a combination, of these events may adversely affect the loan portfolio and may result in increased delinquencies, loan losses and increased future provision levels.
All, or part, of the principal balance of commercial and commercial real estate loans and construction loans are charged off against the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.  Consumer loans are generally charged off no later than 120 days past due on a contractual basis, earlier in the event of bankruptcy, or if there is an amount deemed uncollectible.  Because all identified losses are charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans and the entire allowance is available to absorb any and all loan losses.
Management reviews the adequacy of the allowance on at least a quarterly basis to ensure that the provision for loan losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is adequate based on management’s assessment of probable estimated losses. The Company’s methodology for assessing the adequacy of the allowance for loan losses consists of several key elements and is consistent with U.S. GAAP and interagency supervisory guidance.  The allowance for loan losses methodology consists of two major components.  The first component is an estimation of losses associated with individually identified impaired loans, which follows Accounting Standards Codification ASC Topic 310 (formerly SFAS 114).  The second major component is an estimation of losses under ASC Topic 450 (formerly SFAS 5), which provides guidance for estimating losses on groups of loans with similar risk characteristics.  The Company’s methodology results in an allowance for loan losses that includes a specific reserve for impaired loans, an allocated reserve and an unallocated portion.
When analyzing groups of loans under ASC Topic 450, the Bank follows the Interagency Policy Statement on the Allowance for Loan and Lease Losses.  The methodology considers the Company’s historical loss experience adjusted for changes in trends, conditions, and other relevant factors that affect repayment of the loans as of the evaluation date.  These adjustment factors, known as qualitative factors, include:
Delinquencies and non-accruals
Portfolio quality
Concentration of credit
Trends in volume of loans
Quality of collateral
Policy and procedures
Experience, ability, and depth of management
Economic trends – national and local
External factors – competition, legal and regulatory
The methodology includes the segregation of the loan portfolio into loan types with a further segregation into risk rating categories, such as special mention, substandard, doubtful and loss. This allows for an allocation of the allowance for loan losses by loan type; however, the allowance is available to absorb any loan loss without restriction.  Larger-balance, non-homogeneous loans representing significant individual credit exposures are evaluated individually through the internal loan review process.  It is this process that produces the watch list.  The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated. Based on these reviews, an estimate of probable losses for the individual larger-balance loans is determined, whenever possible, and used to establish specific loan loss reserves.  In general, for non-homogeneous loans not individually assessed and for homogeneous groups of loans, such as residential mortgages and consumer credits, the loans are collectively evaluated based on delinquency status, loan type, and historical losses. These loan groups are then internally risk rated.
The watch list includes loans that are assigned a rating of special mention, substandard, doubtful and loss.  Loans classified as special mention have potential weaknesses that deserve management’s close attention.  If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.  Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable.  Loans rated as doubtful in whole, or in part, are placed in non-accrual status.  Loans classified as a loss are considered uncollectible and are charged-off against the allowance for loan losses.

46



The specific allowance for impaired loans is established for specific loans which have been identified by management as being impaired. These loans are considered to be impaired primarily because the loans have not performed according to payment terms and there is reason to believe that repayment of the loan principal in whole, or in part, is unlikely. The specific portion of the allowance is the total amount of potential unconfirmed losses for these individual impaired loans. To assist in determining the fair value of loan collateral, the Company often utilizes independent third party qualified appraisal firms, which employ their own criteria and assumptions that may include occupancy rates, rental rates, and property expenses, among others.
The second category of reserves consists of the allocated portion of the allowance.  The allocated portion of the allowance is determined by taking pools of outstanding loans that have similar characteristics and applying historical loss experience for each pool.  This estimate represents the potential unconfirmed losses within the portfolio. Individual loan pools are created for commercial and commercial real estate loans, construction loans, warehouse lines of credit, and various types of loans to individuals.  The historical estimation for each loan pool is then adjusted to account for current conditions, current loan portfolio performance, loan policy or management changes, or any other qualitative factor which may cause future losses to deviate from historical levels.
The Company also maintains an unallocated allowance.  The unallocated allowance is used to cover any factors or conditions which may cause a potential loan loss but are not specifically identifiable.  It is prudent to maintain an unallocated portion of the allowance because no matter how detailed an analysis of potential loan losses is performed, these estimates, by definition, lack precision.  Management must make estimates using assumptions and information that is often subjective and changing rapidly.
The following discusses the risk characteristics of each of our loan portfolio segments-commercial, mortgage warehouse lines of credit, and consumer.
Commercial
The Company’s primary lending emphasis is the origination of commercial and commercial real estate loans. Based on the composition of the loan portfolio, the inherent primary risks are deteriorating credit quality, a decline in the economy, and a decline in New Jersey real estate market values. Any one, or a combination, of these events may adversely affect the loan portfolio and may result in increased delinquencies, loan losses and increased future provision levels.
Mortgage Warehouse Lines of Credit
The Company’s Mortgage Warehouse Unit provides revolving lines of credit that are available to licensed mortgage banking companies. The warehouse line of credit is used by the mortgage banker to originate one-to-four family residential mortgage loans that are pre-sold to the secondary mortgage market, which includes state and national banks, national mortgage banking firms, insurance companies and government-sponsored enterprises, including the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and others. On average, an advance under the warehouse line of credit remains outstanding for a period of less than 30 days, with repayment coming directly from the sale of the loan into the secondary mortgage market. Interest and a transaction fee are collected by the Bank at the time of repayment.
As a separate segment of the total portfolio, the warehouse loan portfolio is individually analyzed as a whole for allowance for loan loss purposes.  Warehouse lines of credit are subject to the same inherent risks as other commercial lending, but the overall degree of risk differs. While the Company’s loss experience with this type of lending has been non-existent since the product was introduced in 2008, there are other risks unique to this lending that still must be considered in assessing the adequacy of the allowance for loan losses. These unique risks may include, but are not limited to, (i) credit risks relating to the mortgage bankers that borrow from the Bank, (ii) the risk of intentional misrepresentation or fraud by any of such mortgage bankers, (iii) changes in the market value of mortgage loans originated by the mortgage banker, the sale of which is the expected source of repayment of the borrowings under a warehouse line of credit, due to changes in interest rates during the time in warehouse, or (iv) unsalable or impaired mortgage loans so originated, which could lead to decreased collateral value and the failure of a purchaser of the mortgage loan to purchase the loan from the mortgage banker.
These factors, along with the other qualitative factors such as economic trends, concentrations of credit, trends in the volume of loans, portfolio quality, delinquencies and non-accruals, are also considered and may have positive or negative effects on the allocated allowance.  The aggregate amount resulting from the application of these qualitative factors determines the overall risk for the portfolio and results in an allocated allowance for warehouse lines of credit.
Consumer
The Company’s consumer loan segment is comprised of residential real estate loans, home equity loans and other loans to individuals. Individual loan pools are created for the various types of loans to individuals.

47



In general, for homogeneous groups such as residential mortgages and consumer credits, the loans are collectively evaluated based on delinquency status, loan type and historical losses. These loan groups are then internally risk rated.
The Company considers the following credit quality indicators in assessing the risk in the loan portfolio:
Consumer credit scores
Internal credit risk grades
Loan-to-value ratios
Collateral
Collection experience

The following table presents, for the periods indicated, an analysis of the allowance for loan losses and other related data:

Allowance for Loan Losses (Dollars in thousands)
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
Year Ended
December 31,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2015
Balance, beginning of period
 
$
7,560

 
$
6,925

 
$
6,925

(Credit) provision charged to operating expenses
 
(300
)
 
1,100

 
500

Loans charged off :
 
 
 
 
 
 
Construction loans
 

 

 

Residential real estate loans
 

 

 

Commercial business and commercial real estate
 
(161
)
 
(477
)
 
(88
)
Loans to individuals
 

 
(14
)
 

Lease financing
 

 

 

All other loans
 

 

 

 
 
(161
)
 
(491
)
 
(88
)
Recoveries
 
 
 
 
 
 
Construction loans
 

 

 

Residential real estate loans
 

 

 

Commercial business and commercial real estate
 
380

 
20

 
12

Loans to individuals
 
3

 
6

 
2

Lease financing
 

 

 

All other loans
 

 

 

 
 
383

 
26

 
14

Net charge offs
 
222

 
(465
)
 
(74
)
Balance, end of period
 
$
7,482

 
$
7,560

 
$
7,351

Loans :
 
 
 
 
 
 
At period end
 
$
761,572

 
$
682,121

 
$
758,506

Average during the period
 
651,160

 
675,531

 
662,652

Net recoveries (charge offs) to average loans outstanding
 
0.03
%
 
(0.07
)%
 
(0.01
)%
Net recoveries (charge offs) to average loans outstanding, excluding mortgage warehouse loans
 
0.04
%
 
(0.10
)%
 
(0.02
)%
Allowance for loan losses to :
 
 
 
 
 
 
 Total loans at period end
 
0.98
%
 
1.11
 %
 
0.97
 %
   Total loans at period end excluding mortgage warehouse
loans
 
1.27
%
 
1.44
 %
 
1.30
 %
 Non-performing loans
 
145.02
%
 
125.59
 %
 
158.78
 %
 
 
 
 
 
 
 

48



The following table represents the allocation of the allowance for loan losses (“ALL”) among the various categories of loans and certain other information as of June 30, 2016 and December 31, 2015, respectively.  The allocation is made for analytical purposes and is not necessarily indicative of the categories in which future losses may occur. The total allowance is available to absorb losses from any segment of loans.
(Dollars in thousands)
 
 
 
 
June 30, 2016
 
December 31, 2015
 
 
Amount
 
ALL
as a %
of Loans
 
% of
Loans
 
Amount
 
ALL
as a %
of Loans
 
% of
Loans
Commercial business and commercial real estate loans
 
$
4,380

 
1.33
%
 
43
%
 
5,054

 
1.65
%
 
45
%
Construction loans
 
975

 
1.05
%
 
12
%
 
1,025

 
1.09
%
 
14
%
Residential real estate loans
 
294

 
0.60
%
 
7
%
 
288

 
0.71
%
 
6
%
Loans to individuals
 
119

 
0.48
%
 
3
%
 
109

 
0.47
%
 
3
%
Subtotal
 
5,768

 
1.16
%
 
65
%
 
6,476

 
1.39
%
 
68
%
Mortgage warehouse lines
 
1,190

 
0.45
%
 
35
%
 
866

 
0.40
%
 
32
%
Unallocated reserves
 
524

 

 

 
218

 

 

Total
 
$
7,482

 
0.98
%
 
100
%
 
$
7,560

 
1.11
%
 
100
%
The Company recorded a credit (negative) provision for loan losses in the amount of $100,000 for the three months ended June 30, 2016 and did not record a provision for the three months ended June 30, 2015.   The Company recorded a credit to the provision for loan losses in the amount of $100,000 in the second quarter of 2016 due to lower historical loan loss factors resulting from the resolution and reduction of non-performing loans, the improvement in loan credit quality and the low level of charge-offs over the past five quarters. Net recoveries on loans that were previously charged-off were $280,000 for the three months ended June 30, 2016 compared to net charge-offs of $13,000 for the three months ended June 30, 2015. Net recoveries of loans that were previously charged-off were $222,000 for the six months ended June 30, 2016 compared to net charge-offs of $74,000 for the six months ended June 30, 2015. There was a significant favorable impact on the amount of the allowance for loan losses allocated to commercial business loans at June 30, 2016 due to the significant reduction of net charge-offs in the two year historical loss calculation period. In the second quarter of 2014, the Bank recorded a charge-off of approximately $3.7 million due to fraudulent misrepresentations by a commercial borrower and its principals. This substantial charge-off was no longer included in the historical loss calculation period at June 30, 2016 and the historical loss rate declined accordingly.
At June 30, 2016, the allowance for loan losses was $7.5 million, a $78,000 decrease from the allowance for loan losses at December 31, 2015. As a percentage of total loans, the allowance was 0.98% at the end of the second quarter of 2016 and 1.11% at year-end 2015.   The allowance for loan losses was 145% of non-accrual loans at June 30, 2016 compared to 126% of non-accrual loans at December 31, 2015. Management believes that the quality of the loan portfolio remains sound considering the economic climate in the State of New Jersey and that the allowance for loan losses is adequate in relation to credit risk exposure levels and the estimated incurred and inherent losses in the loan portfolio.

Deposits
Deposits, which include demand deposits (interest bearing and non-interest bearing), savings deposits and time deposits, are a fundamental and cost-effective source of funding.  The flow of deposits is influenced significantly by general economic conditions, changes in market interest rates and competition.  The Bank offers a variety of products designed to attract and retain customers, with the Bank’s primary focus on the building and expanding of long-term relationships.

The following table summarizes deposits at June 30, 2016 and December 31, 2015.
(Dollars in thousands)
 
 
 
 
 
 
June 30, 2016
 
December 31, 2015
Demand
 
 
 
 
Non-interest bearing
 
$
170,793

 
$
159,918

Interest bearing
 
275,498

 
284,547

Savings
 
201,692

 
196,324

Time
 
143,503

 
145,968

Total
 
$
791,486

 
$
786,757


49



At June 30, 2016, total deposits were $791.5 million, an increase of $4.7 million, or 0.60%, from $786.8 million at December 31, 2015.  Overall, the increase in deposits was due primarily to an increase of $10.9 million in non-interest bearing demand deposits and an increase of $5.4 million in savings deposits, which were partially offset by a decrease of $9.0 million in interest bearing demand deposits and a decrease of $2.5 million in time deposits. Since December 31, 2015, total deposits from consumers and businesses have increased $20.4 million and deposits from municipalities have declined by $15.7 million, which includes a decline of $9.1 million in savings deposits.

50



Borrowings
Borrowings are mainly comprised of Federal Home Loan Bank (“FHLB”) borrowings and overnight funds purchased.  These borrowings are primarily used to fund asset growth not supported by deposit generation.  The balance of borrowings was $149.9 million at June 30, 2016, consisting of $97.7 million in overnight borrowings from the FHLB, $32.0 million in fed funds purchased from correspondent banks and $20.2 million of long-term FHLB borrowings, compared to $58.9 million at December 31, 2015, which consisted of $38.6 million of overnight borrowings from the FHLB and $20.3 million of long-term FHLB borrowings.
Liquidity
At June 30, 2016, the amount of liquid assets and the Bank's access to off-balance sheet liquidity remained at a level management deemed adequate to ensure that contractual liabilities, depositors’ withdrawal requirements, and other operational and customer credit needs could be satisfied.
Liquidity management refers to the Company’s ability to support asset growth while satisfying the borrowing needs and deposit withdrawal requirements of customers.  In addition to maintaining liquid assets, factors such as capital position, profitability, asset quality and availability of funding affect a bank’s ability to meet its liquidity needs.  On the asset side, liquid funds are maintained in the form of cash and cash equivalents, federal funds sold, investment securities held to maturity maturing within one year, securities available for sale and loans held for sale.  Additional asset-based liquidity is derived from scheduled loan repayments as well as investment repayments of principal and interest. Investment securities and loans may also be pledged to the FHLB to collateralize additional borrowings.  On the liability side, the primary source of liquidity is the ability to generate core deposits.  Long-term and short-term borrowings are used as supplemental funding sources when growth in the core deposit base does not keep pace with that of earnings assets.
The Bank has established a borrowing relationship with the FHLB which further supports and enhances liquidity. During 2010, the FHLB replaced its Overnight Line of Credit and One-Month Overnight Repricing Line of Credit facilities available to member banks with a fully secured line of up to 50 percent of a bank’s quarter-end total assets.  Under the terms of this facility, the Bank’s total credit exposure to the FHLB cannot exceed 50 percent, or $534.4 million, of its total assets at June 30, 2016.  In addition, the aggregate outstanding principal amount of the Bank’s advances, letters of credit, the dollar amount of the FHLB’s minimum collateral requirement for off-balance sheet financial contracts and advance commitments cannot exceed 30 percent of the Bank’s total assets, unless the Bank obtains approval from the FHLB’s Board of Directors or its Executive Committee.  These limits are further restricted by a member’s ability to provide eligible collateral to support its obligations to the FHLB as well as the ability to meet the FHLB’s stock requirement. At June 30, 2016, the Bank pledged collateral to the FHLB to support additional borrowing capacity of $69.8 million. The Bank also maintains unsecured federal funds lines of $46.0 million with two correspondent banks, of which $32.0 million was utilized.
The Consolidated Statements of Cash Flows present the changes in cash from operating, investing and financing activities.  At June 30, 2016, the balance of cash and cash equivalents was $13.7 million.
Net cash provided by operating activities totaled $6.0 million for the six months ended June 30, 2016 compared to net cash provided by operating activities of $4.6 million for the six months ended June 30, 2015.  A source of funds is net income from operations adjusted for activity related to loans originated for sale and sold, the provision for loan losses, depreciation and amortization expenses, and net amortization of premiums and discounts on securities.  Net cash provided by operating activities for the six months ended June 30, 2016 was greater than net cash provided by operating activities for the six months ended June 30, 2015 due primarily to a higher amount of net proceeds from the origination and sale of loans.
Net cash used in investing activities totaled $99.4 million for the six months ended June 30, 2016 compared to net cash used in investing activities of $88.8 million for the six months ended June 30, 2015. The primary use of cash in investing activities for the first six months of 2016 was the net increase in loans of $79.5 million compared to a net increase in loans of $104.2 million for the first six months of 2015. The securities portfolios are also a source of liquidity, providing cash flows from maturities and periodic repayments of principal.  For the six months ended June 30, 2016 and June 30, 2015, prepayments and maturities of investment securities totaled $22.2 million and $35.5 million, respectively. Cash was used to purchase investment securities of $40.1 million for the six months ended June 30, 2016 compared to purchases of $14.6 million of investment securities for the six months ended June 30, 2015.
Net cash provided by financing activities was $95.7 million for the six months ended June 30, 2016 compared to $85.9 million of net cash provided by financing activities for the six months ended June 30, 2015.  The primary source of funds for the 2016 period was the increase in borrowed funds of $91.0 million and an increase in deposits of $4.7 million. The primary source of funds in the 2015 period was the increase in borrowed funds of $105.6 million, which was partially offset by a decrease in deposits of $19.7 million.


51



Shareholders’ Equity and Dividends
Shareholders’ equity increased by $5.7 million, or 5.9%, to $101.6 million at June 30, 2016 from $96.0 million at December 31, 2015.  Tangible book value per common share increased by $0.69 to $11.13 at June 30, 2016 from $10.44 at December 31, 2015.   The ratio of average shareholders’ equity to total average assets was 10.17% at June 30, 2016 compared to 9.34% at December 31, 2015.
Shareholders’ equity increased $5.7 million due to an increase of $4.5 million in retained earnings, an increase of $777,000 in accumulated other comprehensive income, and $379,000 in share based compensation, which were partially offset by $24,000 in treasury stock purchases for the six months ended June 30, 2016.
In lieu of cash dividends to common shareholders, the Company (and its predecessor, the Bank) has paid common stock dividends every year since 1993 (except 2014 due to the acquisition of Rumson). On December 18, 2015, the Board of Directors of the Company declared a five percent common stock dividend to common shareholders of record as of the close of business on January 14, 2016, which was paid on February 1, 2016.  Per share amounts for the prior periods have been adjusted to reflect the common stock dividend.
The Company’s common stock is quoted on the Nasdaq Global Market under the symbol “FCCY."
On January 21, 2016, the Board of Directors of the Company authorized a new common stock repurchase program. Under the new common stock repurchase program, the Company may repurchase in open market or privately negotiated transactions up to five (5%) percent of its common stock outstanding on the date of approval of the stock repurchase program, which limitation will be adjusted for any future stock dividends. This new repurchase program replaces the repurchase program authorized on August 3, 2005.
Disclosure of repurchases of Company shares made during the quarter ended June 30, 2016 is set forth under Part II, Item 2 of this report, “Unregistered Sales of Equity Securities and Use of Proceeds.”
Actual capital amounts and ratios for the Company and the Bank as of June 30, 2016 and December 31, 2015 were as follows:
(Dollars in thousands)
 
Actual
 
For Capital
Adequacy Purposes
 
To Be Well Capitalized
Under Prompt
Corrective Action
Provision
 
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
As of June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
 
$
88,611

 
9.52%
 
$
41,884

 
>4.5%
 
N/A
 
N/A
Total Capital to Risk Weighted Assets
 
114,093

 
12.26%
 
74,461

 
>8%
 
N/A
 
N/A
Tier 1 Capital to Risk Weighted Assets
 
106,611

 
11.45%
 
55,846

 
>6%
 
N/A
 
N/A
Tier 1 Leverage Capital
 
106,611

 
11.02%
 
38,714

 
>4%
 
N/A
 
N/A
Bank
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
 
$
104,195

 
11.19%
 
$
41,884

 
>4.5%
 
$
60,500

 
≥6.5%
Total Capital to Risk Weighted Assets
 
111,677

 
12.00%
 
74,461

 
>8%
 
93,076

 
≥10%
Tier 1 Capital to Risk Weighted Assets
 
104,195

 
11.19%
 
55,846

 
>6%
 
74,461

 
≥8%
Tier 1 Leverage Capital
 
104,195

 
10.77%
 
38,714

 
>4%
 
48,392

 
>5%

52



As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
 
$
83,994

 
10.03%
 
$
37,628

 
>4.5%
 
N/A
 
N/A
Total Capital to Risk Weighted Assets
 
$
109,554

 
13.08%
 
$
66,894

 
>8%
 
N/A
 
N/A
Tier 1 Capital to Risk Weighted Assets
 
101,994

 
12.18%
 
50,170

 
>6%
 
N/A
 
N/A
Tier 1 Leverage Capital
 
101,994

 
10.80%
 
37,765

 
>4%
 
N/A
 
N/A
Bank
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
 
$
99,631

 
11.90%
 
$
37,628

 
>4.5%
 
$
54,431

 
≥6.5%
Total Capital to Risk Weighted Assets
 
$
107,191

 
12.80%
 
$
66,894

 
>8%
 
$
83,739

 
>10%
Tier 1 Capital to Risk Weighted Assets
 
99,631

 
11.90%
 
50,170

 
>6%
 
66,991

 
≥8%
Tier 1 Leverage Capital
 
99,631

 
10.55%
 
37,765

 
>4%
 
47,211

 
>5%
In July 2013, the Federal Reserve Board and the FDIC approved revisions to their capital adequacy guidelines and prompt corrective action rules that implemented and addressed the revised standards of Basel III and addressed relevant provisions of the Dodd-Frank Act.  The Federal Reserve Board’s final rules and the FDIC’s interim final rules (which became final in April 2014 with no substantive changes) apply to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more, and top-tier savings and loan holding companies (“banking organizations”). Among other things, the rules establish a common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets) and increase the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets). Banking organizations are also required to have a total capital ratio of at least 8% and a Tier 1 leverage ratio of at least 4%.
The rules also limit a banking organization’s ability to pay dividends, engage in share repurchases or pay discretionary bonuses if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.  The capital conservation buffer requirements began phasing in on January 1, 2016 at 0.625% of common equity Tier 1 capital to risk-weighted assets and will increase by that amount each year until fully implemented in January 2019 at 2.50% of common equity Tier 1 capital to risk-weighted assets.
At June 30, 2016, the capital ratios of the Company exceeded the minimum Basel III capital requirements.  It is management’s goal to monitor and maintain adequate capital levels to continue to support asset growth and the expansion of the Bank and to continue its status as a well-capitalized institution.

53



Interest Rate Sensitivity Analysis
The largest component of the Company’s total income is net interest income, and the majority of the Company’s financial instruments are composed of interest rate-sensitive assets and liabilities with various terms and maturities. The primary objective of management is to maximize net interest income while minimizing interest rate risk. Interest rate risk is derived from timing differences and the magnitude of relative changes in the repricing of assets and liabilities, loan prepayments, deposit withdrawals, and differences in lending and funding rates. Management actively seeks to monitor and control the mix of interest rate-sensitive assets and interest rate-sensitive liabilities.
Under the interest rate risk policy established by the Company's Board of Directors, the Company established quantitative guidelines with respect to interest rate risk and how interest rate shocks are projected to affect net interest income and economic value of equity. Due to the current low level of market interest rates, the current monetary policy of the Federal Reserve Board and recent communications from the Federal Reserve Board, management believes that is is more likely that market interest rates may increase than decrease over the intermediate term. Summarized below is the projected effect of a parallel shift of an increase of 200 and 300 basis points, respectively, in market interest rates on net interest income and economic value of equity.
Based upon the current interest rate environment, as of June 30, 2016, sensitivity to interest rate risk was as follows:
(Dollars in thousands)
 
 
 
Next 12 Months
Net Interest Income
 
 
 
Economic Value of Equity (2)
Interest Rate Change in Basis
Points
(1)
 
Dollar Amount
 
$ Change
 
% Change
 
Dollar Amount
 
$ Change
 
% Change
+300
 
$
42,237

 
$
3,085

 
7.9
%
 
$
140,810

 
$
(2,562
)
 
(1.8
)%
+200
 
41,049

 
1,897

 
4.8
%
 
142,429

 
(943
)
 
(0.7
)%
 
39,152

 
 
%
 
143,372

 
 
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
Assumes an instantaneous and parallel shift in interest rates at all maturities.
(2) 
EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

The Company employs many assumptions to calculate the impact of changes in interest rates on assets and liabilities, and actual results may not be similar to projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. Actual results may also differ due to management's actions, if any, in response to changing rates. In calculating these exposures, the Company utilized an interest rate simulation model which is validated by third-party reviewers on an annual basis.
Item 3.                    Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4.                    Controls and Procedures.
The Company has established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report.  Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

54



PART II. OTHER INFORMATION
Item 2.                    Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
On January 21, 2016, the Board of Directors of the Company authorized a new common stock repurchase program. Under the new common stock repurchase program, the Company may repurchase in open market or privately negotiated transactions up to five (5%) percent of its common stock outstanding on the date of approval of the stock repurchase program, which limitation will be adjusted for any future stock dividends. This new repurchase program replaces the repurchase program authorized on August 3, 2005.
The following table provides common stock repurchases made by or on behalf of the Company during the three months ended June 30, 2016.
Issuer Purchases of Equity Securities (1) 
Period
 
Total
Number of
Shares
Purchased
 
Average
Price Paid
Per Share
 
Total Number of
Shares
Purchased As
Part of Publicly
Announced Plan
or Program
 
Maximum Number
of Shares That May
Yet be Purchased
Under the Plan or
Program
Beginning
Ending
 
 
 
 
 
 
 
 
April 1, 2016
April 30, 2016
 

 
$

 

 
394,141

May 1, 2016
May 31, 2016
 

 
$

 

 
394,141

June 1, 2016
June 30, 2016
 

 
$

 

 
394,141

Total
 

 
$

 

 
394,141

(1)
The Company’s common stock repurchase program covers a maximum of 396,141 shares of common stock of the Company, representing 5% of the outstanding common stock of the Company on January 27, 2016, as adjusted for subsequent common stock dividends.`

55



Item 6.   Exhibits.
3(ii)(A)
 
By-laws of 1st Constitution Bancorp, as amended (conformed copy) (incorporated by reference to Exhibit 3(ii)(A) to the Company’s Form 8-K filed with the SEC on March 23, 2016)
 
 
 
3(ii)(B)
 
1st Constitution Bancorp Amendment No. 3 to By-laws (incorporated by reference to Exhibit 3(ii)(B) to the Company’s Form 8-K filed with the SEC on March 23, 2016)
 
 
 
10.1
 
Second Amendment, effective as of April 12, 2016, to the Amended and Restated Employment Agreement, dated as of July 1, 2010, by and between 1st Constitution Bancorp and Robert F. Mangano (the “Employment Agreement”), as amended by the Amendment to the Employment Agreement, effective as of April 4, 2014 (the “First Amendment”), by and between 1st Constitution Bancorp and Robert F. Mangano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 12, 2016)
 
 
 
10.2
*
Amended and Restated Indemnification Agreement, dated as of April 24, 2013, by and between Rumson-Fair Haven Bank and Trust Company and James G. Aaron (which was assumed by 1st Constitution Bank following the merger of Rumson-Fair Haven Bank and Trust Company with and into 1st Constitution Bank)
 
 
 
10.3
*
Form of Restricted Stock Agreement for Non-Employee Directors under the 1st Constitution Bancorp 2015 Directors Stock Plan
 
 
 
31.1
*
Certification of Robert F. Mangano, principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
 
 
 
31.2
*
Certification of Stephen J. Gilhooly, principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
 
 
 
32
*
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert F. Mangano, principal executive officer of the Company, and Stephen J. Gilhooly, principal financial officer of the Company
 
 
 
101.INS
*
XBRL Instance Document
 
 
 
101.SCH
*
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
*
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
*
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
*
XBRL Taxonomy Extension Presentation Linkbase Document
_____________________
*         Filed herewith.


56



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 thereunto duly authorized.
 
 
 
1ST CONSTITUTION BANCORP
 
 
 
 
 
 
 
 
 
Date: August 10, 2016        
By:
/s/ ROBERT F. MANGANO
 
 
 
Robert F. Mangano
 
 
 
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
Date:August 10, 2016   
By:
/s/ STEPHEN J. GILHOOLY 
 
 
 
Stephen J. Gilhooly
 
 
 
Senior Vice President, Treasurer and Chief Financial Officer
 
 
 
(Principal Financial Officer)
 


57



1ST CONSTITUTION BANCORP
FORM 10-Q
Index to Exhibits


3(ii)(A)
 
By-laws of 1st Constitution Bancorp, as amended (conformed copy) (incorporated by reference to Exhibit 3(ii)(A) to the Company’s Form 8-K filed with the SEC on March 23, 2016)
 
 
 
3(ii)(B)
 
1st Constitution Bancorp Amendment No. 3 to By-laws (incorporated by reference to Exhibit 3(ii)(B) to the Company’s Form 8-K filed with the SEC on March 23, 2016)
10.1
 
Second Amendment, effective as of April 12, 2016, to the Amended and Restated Employment Agreement, dated as of July 1, 2010, by and between 1st Constitution Bancorp and Robert F. Mangano (the “Employment Agreement”), as amended by the Amendment to the Employment Agreement, effective as of April 4, 2014 (the “First Amendment”), by and between 1st Constitution Bancorp and Robert F. Mangano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 12, 2016)
 
 
 
10.2
*
Amended and Restated Indemnification Agreement, dated as of April 24, 2013, by and between Rumson-Fair Haven Bank and Trust Company and James G. Aaron (which was assumed by 1st Constitution Bank following the merger of Rumson-Fair Haven Bank and Trust Company with and into 1st Constitution Bank)
 
 
 
10.3
*
Form of Restricted Stock Agreement for Non-Employee Directors under the 1st Constitution Bancorp 2015 Directors Stock Plan
 
 
 
31.1
*
Certification of Robert F. Mangano, principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
 
 
 
31.2
*
Certification of Stephen J. Gilhooly, principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
 
 
 
32
*
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Robert F. Mangano, principal executive officer of the Company, and Stephen J. Gilhooly, principal financial officer of the Company
 
 
 
101.INS
*
XBRL Instance Document
 
 
 
101.SCH
*
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
*
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
*
XBRL Taxonomy Extension Definition Linkbase Document 
 
 
 
101.LAB
*
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
*
XBRL Taxonomy Extension Presentation Linkbase Document

_____________________
*               Filed herewith.

 


58