FCCY-2015.06.30-10Q


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, 2015
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, 2015, there were 7,546,835 shares of the registrant’s common stock, no par value, outstanding.

1



1ST CONSTITUTION BANCORP
FORM 10-Q
INDEX
 
 
Page
 
 
 
PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
Consolidated Balance Sheets (unaudited) at June 30, 2015 and December 31, 2014
 
 
 
 
Consolidated Statements of Income (unaudited) for the Three Months and Six Months Ended June 30, 2015 and June 30, 2014
 
 
 
 
Consolidated Statements of Comprehensive Income (unaudited) for the Three Months and Six Months Ended June 30, 2015 and June 30, 2014
 
 
 
 
Consolidated Statements of Changes in Shareholders' Equity (unaudited) for the Six Months Ended June 30, 2015 and June 30, 2014
 
 
 
 
Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2015 and June 30, 2014
 
 
 
 
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, 2015
 
December 31, 2014
ASSETS
 
 
 
 
CASH AND DUE FROM BANKS
 
$
16,364

 
$
14,545

FEDERAL FUNDS SOLD / SHORT-TERM INVESTMENTS
 

 

Total cash and cash equivalents
 
16,364

 
14,545

INVESTMENT SECURITIES:
 
 

 
 

Available for sale, at fair value
 
80,576

 
80,161

Held to maturity (fair value of $130,257 and $148,476
at June 30, 2015 and December 31, 2014, respectively)
 
126,651

 
143,638

            Total investment securities
 
207,227

 
223,799

 
 
 
 
 
LOANS HELD FOR SALE
 
9,231

 
8,372

LOANS
 
758,506

 
654,297

Less- Allowance for loan losses
 
(7,351
)
 
(6,925
)
           Net loans
 
751,155

 
647,372

 
 
 
 
 
PREMISES AND EQUIPMENT, net
 
11,475

 
11,373

ACCRUED INTEREST RECEIVABLE
 
2,976

 
3,096

BANK-OWNED LIFE INSURANCE
 
21,301

 
21,218

OTHER REAL ESTATE OWNED
 
5,328

 
5,710

GOODWILL AND INTANGIBLE ASSETS
 
13,497

 
13,711

OTHER ASSETS
 
8,376

 
7,583

Total assets
 
$
1,046,930

 
$
956,779

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

LIABILITIES:
 
 

 
 

DEPOSITS
 
 

 
 

Non-interest bearing
 
$
161,029

 
$
162,281

Interest bearing
 
637,059

 
655,480

Total deposits
 
798,088

 
817,761

 
 
 
 
 
BORROWINGS
 
130,728

 
25,107

REDEEMABLE SUBORDINATED DEBENTURES
 
18,557

 
18,557

ACCRUED INTEREST PAYABLE
 
855

 
907

ACCRUED EXPENSES AND OTHER LIABILITIES
 
7,175

 
7,337

Total liabilities
 
955,403

 
869,669

 
 
 
 
 
SHAREHOLDERS’ EQUITY:
 
 

 
 

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

 

Common Stock, no par value; 30,000,000 shares authorized; 7,543,580 and 7,165,084 shares issued and 7,508,075 and 7,134,174 shares outstanding as of June 30, 2015 and December 31, 2014, respectively
 
65,792

 
61,448

Retained earnings
 
26,311

 
25,730

Treasury Stock, 35,505 shares and 30,910 shares at June 30, 2015 and December 31, 2014, respectively
 
(349
)
 
(316
)
Accumulated other comprehensive (loss) income
 
(227
)
 
248

Total shareholders’ equity
 
91,527

 
87,110

Total liabilities and shareholders’ equity
 
$
1,046,930

 
$
956,779

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,
 
2015
 
2014
 
2015
 
2014
INTEREST INCOME:
 
 
 
 
 
 
 
Loans, including fees
$
9,238

 
$
7,870

 
$
17,527

 
$
14,108

Securities:
 
 
 
 
 
 
 
Taxable
790

 
1,059

 
1,607

 
2,181

Tax-exempt
530

 
589

 
1,086

 
1,170

Federal funds sold and short-term investments
6

 
46

 
31

 
101

Total interest income
10,564

 
9,564

 
20,251

 
17,560

 
 
 
 
 
 
 
 
INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits
912

 
972

 
1,844

 
1,871

Borrowings
153

 
128

 
279

 
243

Redeemable subordinated debentures
88

 
86

 
174

 
171

Total interest expense
1,153

 
1,186

 
2,297

 
2,285

 
 
 
 
 
 
 
 
Net interest income
9,411

 
8,378

 
17,954

 
15,275

PROVISION FOR LOAN LOSSES

 
4,100

 
500

 
4,600

Net interest income after provision for loan losses
9,411

 
4,278

 
17,454

 
10,675

 
 
 
 
 
 
 
 
NON-INTEREST INCOME:
 
 
 
 
 
 
 
Service charges on deposit accounts
190

 
267

 
429

 
486

Gain on sales of loans
832

 
267

 
1,879

 
1,007

Income on Bank-owned life insurance
143

 
149

 
276

 
278

Other income
453

 
577

 
962

 
1,126

Total other income
1,618

 
1,260

 
3,546

 
2,897

 
 
 
 
 
 
 
 
NON-INTEREST EXPENSES:
 
 
 
 
 
 
 
Salaries and employee benefits
4,108

 
3,685

 
8,049

 
7,273

Occupancy expense
859

 
839

 
1,800

 
1,665

Data processing expenses
306

 
312

 
625

 
628

FDIC insurance expense
180

 
185

 
370

 
335

Other real estate owned expenses
416

 
98

 
513

 
140

Merger-related expenses

 
109

 

 
1,532

Other operating expenses
1,733

 
1,478

 
2,901

 
2,479

Total other expenses
7,602

 
6,706

 
14,258

 
14,052

 
 
 
 
 
 
 
 
Income (loss) before income taxes
3,427

 
(1,168
)
 
6,742

 
(480
)
INCOME TAXES
1,112

 
(728
)
 
2,167

 
(682
)
Net income (loss)
$
2,315

 
$
(440
)
 
$
4,575

 
$
202

 
 
 
 
 
 
 
 
NET INCOME (LOSS) PER COMMON SHARE:
 
 
 
 
 
 
 
Basic
$
0.31

 
$
(0.06
)
 
$
0.61

 
$
0.03

Diluted
$
0.30

 
$
(0.06
)
 
$
0.60

 
$
0.03

 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING
 
 
 
 
 
 
 
Basic
7,506,310

 
7,469,403

 
7,505,019

 
7,306,846

Diluted
7,684,980

 
7,469,403

 
7,674,859

 
7,433,154

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,
 
2015
 
2014
 
2015
 
2014
Net Income (loss)
$
2,315

 
$
(440
)
 
$
4,575

 
$
202

 
 
 
 
 
 
 
 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding (loss) gains on securities available for sale
(765
)
 
1,066

 
(619
)
 
2,282

Tax effect
278

 
(388
)
 
182

 
(759
)
Net of tax amount
(487
)
 
678

 
(437
)
 
1,523

 
 
 
 
 
 
 
 
Reclassification adjustment for loss included in income on securities available for sale (1)

 
3

 

 
3

            Tax effect (2)

 
(1
)
 

 
(1
)
 Net of tax amount

 
2

 

 
2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pension liability
93

 
95

 
93

 
158

Tax effect
(38
)
 
(38
)
 
(38
)
 
(63
)
Net of tax amount
55

 
57

 
55

 
95

 
 
 
 
 
 
 
 
Reclassification adjustment for actuarial (gains) loss included in
 
 
 
 
 
 
 
Income (3)
(110
)
 

 
(155
)
 

Tax effect (2)
44

 

 
62

 

Net of tax amount
(66
)
 

 
(93
)
 

 
 
 
 
 
 
 
 
Total other comprehensive (loss) income
(498
)
 
737

 
(475
)
 
1,620

 
 
 
 
 
 
 
 
Comprehensive income
$
1,817

 
$
297

 
$
4,100

 
$
1,822

The accompanying notes are an integral part of these financial statements.
(1)Included in other income on the consolidated statements of income
(2)Included in income taxes on the consolidated statements of income
(3)Included in salaries and employee benefit expense on the consolidated statements of income

3



1st Constitution Bancorp
Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2015 and 2014
(Dollars in thousands)
(Unaudited)
(Dollars in thousands)
 
Common
Stock

 
Retained
Earnings

 
Treasury
Stock

 
Accumulated
Other
Comprehensive
(Loss) Income

 
Total
Shareholders’
Equity

 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2014
 
$
49,403

 
$
21,374

 
$
(172
)
 
$
(2,248
)
 
$
68,357

 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
 

 

 

 

 

Share-based compensation
 
373

 

 

 

 
373

 
 
 
 
 
 
 
 
 
 
 
Treasury stock purchased (3,891 shares)
 

 

 
(40
)
 

 
(40
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Rumson Fair Haven Bank (1,019,223 shares)
 
11,161

 

 

 

 
11,161

 
 
 
 
 
 
 
 
 
 
 
Net Income for the six months ended
June 30, 2014
 

 
202

 

 

 
202

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 

 

 

 
1,620

 
1,620

Balance, June 30, 2014
 
$
60,937

 
$
21,576

 
$
(212
)
 
$
(628
)
 
$
81,673

 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2015
 
$
61,448

 
$
25,730

 
$
(316
)
 
$
248

 
$
87,110

Exercise of stock options (3,313 shares)
 
24

 

 

 

 
24

 
 
 
 
 
 
 
 
 
 
 
Share-based compensation (16,332 shares)
 
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 income (loss)
 

 

 

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

 
$
26,311

 
$
(349
)
 
$
(227
)
 
$
91,527

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,
 
2015
 
2014
OPERATING ACTIVITIES:
 
 
 
Net income
$
4,575

 
$
202

Adjustments to reconcile net income to net cash provided by operating activities-
 
 
 
Provision for loan losses
500

 
4,600

Provision for loss on other real estate owned
382

 

Depreciation and amortization
777

 
881

Net amortization of premiums and discounts on securities
460

 
547

Loss on sales of securities held for sale

 
3

Gains on sales of other real estate owned

 
(21
)
Gains on sales of loans held for sale
(1,879
)
 
(1,007
)
Originations of loans held for sale
(78,539
)
 
(39,761
)
Proceeds from sales of loans held for sale
77,680

 
41,813

Income on Bank – owned life insurance
(276
)
 
(278
)
Share-based compensation expense
326

 
373

Decrease (Increase) in accrued interest receivable
120

 
(23
)
(Increase) Decrease in other assets
1,338

 
1,196

Decrease in accrued interest payable
(52
)
 
(126
)
Decrease in accrued expenses and other liabilities
(163
)
 
(1,415
)
Net cash  provided by operating activities
5,249

 
6,984

INVESTING ACTIVITIES:
 
 
 
Purchases of securities -
 
 
 
Available for sale
(7,071
)
 

Held to maturity
(7,578
)
 
(14,229
)
Proceeds from maturities and prepayments of securities -
 
 
 
Available for sale
5,732

 
14,316

Held to maturity
24,411

 
11,534

Proceeds from sales of securities available for sale

 
5,957

Net increase in loans
(104,209
)
 
(122,887
)
Capital expenditures
(655
)
 
(112
)
Net cash received in the acquisition

 
21,375

Proceeds from sales of other real estate owned

 
231

Net cash used in investing activities
(89,370
)
 
(83,815
)
FINANCING ACTIVITIES:
 
 
 
Exercise of stock options
24

 

Purchase of treasury stock
(33
)
 
(40
)
Net decrease in deposits
(19,672
)
 
(8,169
)
Net increase in borrowings
105,621

 
38,910

Net cash provided by financing activities
85,940

 
30,701

 Increase (Decrease) in cash and cash equivalents
1,819

 
(46,130
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
14,545

 
69,279

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
16,364

 
$
23,149

SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION
 
 
 
Cash paid during the period for -
 
 
 
Interest
$
2,349

 
$
2,411

Income taxes
2,275

 
596

Non-cash activities .
 
 
 
Acquisition of Rumson
 
 
 
Noncash assets acquired :
 
 
 
Investment securities available for sale
 
 
$
30,024

Loans
 
 
143,714

Accrued interest receivable
 
 
597

Premises and equipment, net
 
 
2,552

Goodwill
 
 
7,698

Core deposit intangible
 
 
1,189

Bank-owned life insurance
 
 
4,471

Other assets
 
 
886

 
 
 
191,131

Liabilities assumed :
 
 
 
Deposits
 
 
189,490

Advances from FHLB
 
 
11,030

Other liabilities
 
 
825

 
 
 
201,345

 
 
 
 
Common stock issued as consideration
 
 
11,161

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

5



1st Constitution Bancorp
Notes To Consolidated Financial Statements
June 30, 2015
(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, 2014, filed with the SEC on March 26, 2015.
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, 2015 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 April 6, 2015, the Company paid a five percent common stock dividend to shareholders of record on March 16, 2015.  As appropriate, common shares and per common share data presented in the consolidated financial statements and the accompanying notes below were adjusted to reflect the common stock dividend.
(2) Acquisition of Rumson-Fair Haven Bank and Trust Company
On February 7, 2014, the Company completed its acquisition of Rumson-Fair Haven Bank and Trust Company, a New Jersey state commercial bank (“Rumson”), which merged with and into the Bank, with the Bank as the surviving entity. The merger agreement among the Company, the Bank and Rumson (the “Merger Agreement”) provided that the shareholders of Rumson would receive, at their election, for each outstanding share of Rumson common stock that they own at the effective time of the merger, either 0.7772 shares of the Company common stock or $7.50 in cash or a combination thereof, subject to proration as described in the Merger Agreement, so that 60% of the aggregate merger consideration consisted of cash and 40% consisted of shares of the Company’s common stock. The Company issued an aggregate of 1,019,223 shares of its common stock and paid $14.8 million in cash in the transaction.
The merger was accounted for under the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at preliminary estimated fair values as of the acquisition date. Rumson’s results of operations have been included in the Company’s Consolidated Statements of Income since February 7, 2014.

6



The following table summarizes the final fair value of the acquired assets and liabilities.
(Dollars in thousands)
Amount
Consideration paid:
 
Company stock issued
$
11,161

Cash payment
14,770

Total consideration paid
25,931

Recognized amounts of identifiable assets and liabilities assumed at fair value:
 
Cash and cash equivalents
36,145

Securities available for sale
30,024

Loans
143,714

Premises and equipment, net
1,913

Identifiable intangible assets
1,189

Bank-owned life insurance
4,471

Accrued interest receivable and other assets
1,738

Deposits
(189,490
)
Borrowings
(11,030
)
Other liabilities
(832
)
Total identifiable assets
17,842

Goodwill
$
8,089

Accounting Standards Codification (“ASC”) Topic 805-10 provides that if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the acquirer shall retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. During the measurement period, the acquirer also shall recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period may not exceed one year from the acquisition date. All measurements for the Rumson acquisition have been completed as of December 31, 2014.
The provisional amounts originally reported have been adjusted to reflect the review and completion of the fair value measurements.  As a result of the completion of independent appraisals, the fair value of acquired real estate assets was reduced by approximately $639,000, deferred tax assets were increased by approximately $403,000 and goodwill was increased by approximately $236,000.  These adjustments had an insignificant effect on the results of operations since the acquisition date.

7



(3) 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 potential common stock warrants, common stock options and unvested restricted stock awards (as defined below), 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, 2015
 
 
Net 
Income
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
Net income
 
$
2,315

 
7,506,310

 
$
0.31

Effect of dilutive securities:
 
 
 
 
 
 
Stock options and warrants
 
 
 
178,670

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

 
7,684,980

 
$
0.30

(Dollars in thousands, except per share data)
 
Three Months Ended June 30, 2014
 
 
Net 
Loss
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
 
 
 
 
 
 
Net loss
 
$
(440
)
 
7,469,403

 
$
(0.06
)
Effect of dilutive securities:
 
 
 
 
 
 
Stock options and warrants
 
 
 

 
 
Diluted EPS:
 
 
 
 
 
 
Net loss plus assumed conversion
 
$
(440
)
 
7,469,403

 
$
(0.06
)

(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

 
7,505,019

 
$
0.61

Effect of dilutive securities:
 
 

 
 

 
 

Stock options and warrants
 
 

 
169,840

 
 

Diluted EPS:
 
 

 
 

 
 

Net income plus assumed conversion
 
$
4,575

 
7,674,859

 
$
0.60




8



(Dollars in thousands, except per share data)
 
Six Months Ended June 30, 2014
 
 
Net 
Income
 
Weighted-
average
shares
 
Per share
amount
Basic earnings per common share:
 
 
 
 
 
 
Net income
 
$
202

 
7,306,846

 
$
0.03

Effect of dilutive securities:
 
 

 
 

 
 

Stock options, warrants and unvested restricted stock awards
 
 

 
126,308

 
 

Diluted EPS:
 
 

 
 

 
 

Net income plus assumed conversion
 
$
202

 
7,433,154

 
$
0.03


For the three months ended June 30, 2015 and 2014, 32,049 and 259,663 options, respectively, were anti-dilutive and were not included in the computation of diluted earnings per common share. For the six months ended June 30, 2015 and 2014, 44,192 and 259,663 options, respectively, were anti-dilutive and were not included in the computation of diluted earnings per share.

9



(4) Investment Securities
Amortized cost, gross unrealized gains and losses, and the estimated fair value by security type are as follows:
(Dollars in thousands)
 
 
 
 
 
 
 
 
June 30, 2015
 
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
 
$
1,533

 
$

 
$
(2
)
 
$
1,531

Residential collateralized mortgage
obligations- GSE
 
3,752

 
101

 
(2
)
 
3,851

Residential mortgage backed securities – GSE
 
25,064

 
710

 
(94
)
 
25,680

Obligations of State and Political subdivisions
 
21,174

 
242

 
(841
)
 
20,575

Trust preferred debt securities – single issuer
 
2,473

 

 
(340
)
 
2,133

Corporate debt securities
 
19,188

 
111

 
(60
)
 
19,239

Other debt securities
 
1,058

 

 
(17
)
 
1,041

Restricted stock
 
6,526

 

 

 
6,526

 
 
$
80,768

 
$
1,164

 
$
(1,356
)
 
$
80,576

June 30, 2015
 
Amortized
Cost
 
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
 
Carrying
Value
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity-
 
 
 
 
 
 
 
 
 
 
 
 
Residential collateralized
mortgage obligations – GSE
 
16,403

 

 
16,403

 
614

 

 
17,017

Residential mortgage backed
securities – GSE
 
51,940

 

 
51,940

 
1,253

 
(58
)
 
53,135

Obligations of State and
Political subdivisions
 
57,445

 

 
57,445

 
1,787

 
(382
)
 
58,850

Trust preferred debt securities-pooled
 
657

 
(501
)
 
156

 
392

 

 
548

Other debt securities
 
707

 

 
707

 

 

 
707

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
127,152

 
$
(501
)
 
$
126,651

 
$
4,046

 
$
(440
)
 
$
130,257


10



December 31, 2014
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
(Dollars in thousands) 
 
 
 
 
 
 
 
 
Available for sale-
 
 
 
 
 
 
 
 
U. S. Treasury secutiries and obligations of U.S. Government sponsored corporations ("GSE") and agencies
 
$
1,538

 
$

 
$
(14
)
 
$
1,524

Residential collateralized mortgage
obligations- GSE
 
4,455

 
101

 
(23
)
 
4,533

Residential mortgage backed securities - GSE
 
27,089

 
825

 
(143
)
 
27,771

Obligations of State and Political subdivisions
 
21,733

 
299

 
(329
)
 
21,703

Trust preferred debt securities-single issuer
 
2,472

 

 
(403
)
 
2,069

Corporate debt securities
 
19,397

 
152

 
(28
)
 
19,521

Other debt securities
 
1,290

 
1

 
(11
)
 
1,280

Restricted stock
 
1,760

 

 

 
1,760

 
 
$
79,734

 
$
1,378

 
$
(951
)
 
$
80,161

December 31, 2014
 
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
 
19,304

 

 
19,304

 
700

 

 
20,004

Residential mortgage backed
securities – GSE
 
56,528

 

 
56,528

 
1,563

 
(36
)
 
58,055

Obligations of State and Political subdivisions
 
66,887

 

 
66,887

 
2,297

 
(92
)
 
69,092

Trust preferred debt securities - pooled
 
657

 
(501
)
 
156

 
405

 

 
561

Other debt securities
 
763

 

 
763

 
1

 

 
764

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
144,139

 
$
(501
)
 
$
143,638

 
$
4,966

 
$
(128
)
 
$
148,476

Restricted stock at June 30, 2015 and December 31, 2014 consisted of approximately $6.5 million and $1.7 million, respectively, of Federal Home Loan Bank of New York stock and $65,000 of Atlantic Community Bankers Bank stock at each period end.

11



Gross unrealized losses on available for sale and held to maturity securities and the estimated 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, 2015 and December 31, 2014 were as follows:
June 30, 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
 
1
 
$
1,531

 
$
(2
)
 
$

 
$

 
$
1,531

 
$
(2
)
Residential collateralized
mortgage obligations –GSE
 
1
 
907

 
(2
)
 

 

 
907

 
(2
)
Residential mortgage backed
securities
GSE
 
16
 
12,199

 
(115
)
 
4,094

 
(37
)
 
16,293

 
(152
)
Obligations of State and
Political
Subdivisions
 
78
 
18,115

 
(732
)
 
8,368

 
(491
)
 
26,483

 
(1,223
)
Trust preferred debt securities-
 single issuer
 
4
 

 

 
2,133

 
(340
)
 
2,133

 
(340
)
Corporate debt securities
 
6
 
11,435

 
(60
)
 

 

 
11,435

 
(60
)
Other debt securities
 
3
 
682

 

 
1,041

 
(17
)
 
1,723

 
(17
)
Total temporarily impaired
securities
 
109
 
$
44,869

 
$
(911
)
 
$
15,636

 
$
(885
)
 
$
60,505

 
$
(1,796
)
December 31, 2014
 
 
 
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
 
1
 
$
1,524

 
$
(14
)
 
$

 
$

 
$
1,524

 
$
(14
)
Residential collateralized
mortgage obligations –GSE
 
1
 
1,025

 
(23
)
 

 

 
1,025

 
(23
)
Residential mortgage backed
securities GSE
 
16
 
755

 

 
15,441

 
(179
)
 
16,196

 
(179
)
Obligations of State and
Political Subdivisions
 
57
 
2,491

 
(23
)
 
15,621

 
(398
)
 
18,112

 
(421
)
Trust preferred debt securities- single issuer
 
4
 

 

 
2,069

 
(403
)
 
2,069

 
(403
)
Corporate debt securities
 
7
 
6,259

 
(5
)
 
1,017

 
(23
)
 
7,276

 
(28
)
Other debt securities
 
2
 
985

 
(6
)
 
86

 
(5
)
 
1,071

 
(11
)
Total temporarily impaired
securities
 
88
 
$
13,039

 
$
(71
)
 
$
34,234

 
$
(1,008
)
 
$
47,273

 
$
(1,079
)

12



The following table sets forth certain information regarding the amortized cost, estimated fair value, weighted average yields and contractual maturities of the Company’s investment portfolio as of June 30, 2015.  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.  Federal Home Loan Bank stock is included in “Available for Sale-Due in one year or less.” 
(Dollars in thousands)
 
June 30, 2015
 
 
Amortized Cost
 
Estimated
Fair Value
 
Yield
Available for sale
 
 
 
 
 
 
Due in one year or less
 
$
12,054

 
$
12,068

 
2.51%
Due after one year through five years
 
18,059

 
18,154

 
1.97%
Due after five years through ten years
 
16,295

 
16,443

 
2.48%
Due after ten years
 
34,360

 
33,911

 
3.47%
Total
 
$
80,768

 
$
80,576

 
2.79%
 
 
Carrying Value
 
Estimated
Fair Value
 
Yield
Held to maturity
 
 

 
 

 
 
Due in one year or less
 
$
10,187

 
$
10,187

 
0.63%
Due after one year through five years
 
15,678

 
16,153

 
3.79%
Due after five years through ten years
 
31,512

 
32,477

 
3.37%
Due after ten years
 
69,274

 
71,440

 
3.46%
Total
 
$
126,651

 
$
130,257

 
3.26%

13



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. 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, to a lesser degree, 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, 2015, management concluded that no additional other-than-temporary impairment had occurred.

14



(5)   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, 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
 
$

 
$

 
$

 
$

 
$
98,307

 
$
98,307

 
$

 
$

Commercial Business
 
118

 

 
263

 
381

 
107,148

 
107,529

 

 
368

Commercial Real Estate
 
4,103

 
26

 
2,788

 
6,917

 
198,570

 
205,487

 

 
2,638

Mortgage Warehouse
Lines
 

 

 

 

 
279,664

 
279,664

 

 

Residential Real Estate
 
954

 

 
1,361

 
2,315

 
40,511

 
42,826

 

 
1,361

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 
1

 

 
263

 
264

 
23,065

 
23,329

 

 
263

Other
 

 

 

 

 
215

 
215

 

 

Deferred Loan Costs
 

 

 

 

 
1,149

 
1,149

 

 

Total
 
$
5,176

 
$
26

 
$
4,675

 
$
9,877

 
$
748,629

 
$
758,506

 
$

 
$
4,630

The following table provides an aging of the loan portfolio by loan class at December 31, 2014:
(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
 
$

 
$

 
$

 
$

 
$
95,627

 
$
95,627

 
$

 
$

Commercial Business
 
1,823

 
51

 
492

 
2,366

 
108,405

 
110,771

 

 
464

Commercial Real Estate
 
3,988

 

 
2,772

 
6,760

 
191,451

 
198,211

 

 
2,435

Mortgage Warehouse Lines
 

 

 

 

 
179,172

 
179,172

 

 

Residential Real Estate
 

 

 
1,688

 
1,688

 
44,758

 
46,446

 
317

 
1,361

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 
4

 

 
263

 
267

 
22,889

 
23,156

 

 
263

Other
 

 

 

 

 
199

 
199

 

 

Deferred Loan Costs
 

 

 

 

 
715

 
715

 

 

Total
 
$
5,815

 
$
51

 
$
5,215

 
$
11,081

 
$
643,216

 
$
654,297

 
$
317

 
$
4,523


15



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 of $2.0 million at June 30, 2015 and $2.0 million at December 31, 2014 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 problems have not developed to the point which require 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 account officer has the obligation to correct these deficiencies within 30 days from the time of notification.
4.  Special Mention - Loans or borrowing relationships that require more than the usual amount of attention by Bank management.  Industry conditions may be adverse or weak.  The borrower's ability to meet current payment schedules may be questionable, even though interest and principal are being paid as agreed. Heavy reliance has been placed on the collateral.  Profits, if any, are interspersed with losses.  Management is “one man” or ineffective or there is no plan for management succession.  Expectations of a loan loss are not immediate; however, if present trends continue, a loan loss could be expected.
5.  Substandard - Loans in this category possess weaknesses that jeopardize the ultimate collection of total outstandings.  These weaknesses require close supervision by Bank management.  Current financial statements are unavailable and the loan is inadequately protected by the collateral pledged.
6.  Doubtful - Loans with the same weaknesses inherent in the substandard classification and where collection or liquidation in full is highly questionable.  It is likely that the loan will not be collected in full and the Bank will suffer some loss which is not quantifiable at the time of review.
7.  Loss - Loans considered uncollectable and of such little value that their continuance as an active asset is not warranted.  Loans in this category are charged off to the Bank's loan loss reserve.  Any accrued interest is backed out of income.

16



The following table provides a breakdown of the loan portfolio by credit quality indictor at June 30, 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
 
$
96,035

 
$
99,262

 
$
187,304

 
$
279,664

 
$
41,154

Special Mention
 
2,272

 
7,473

 
10,745

 

 
95

Substandard
 

 
648

 
7,438

 

 
1,577

Doubtful
 

 
146

 

 

 

Total
 
$
98,307

 
$
107,529

 
$
205,487

 
$
279,664

 
$
42,826

Consumer Credit Exposure -
By Payment Activity
 
Loans To
Individuals

 
Other

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performing
 
$
23,066

 
$
215

 
 
 
 
 
 
Nonperforming
 
263

 

 
 
 
 
 
 
Total
 
$
23,329

 
$
215

 
 
 
 
 
 
The following table provides a breakdown of the loan portfolio by credit quality indictor at December 31, 2014:
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Commercial Credit Exposure - By
Internally Assigned Grade
 
Construction

 
Commercial
Business

 
Commercial
Real Estate

 
Mortgage
Warehouse
Lines

 
Residential
Real Estate

Grade:
 
 
 
 
 
 
 
 
 
 
Pass
 
$
95,391

 
$
103,107

 
$
178,701

 
$
179,172

 
$
44,768

Special Mention
 
236

 
6,711

 
12,052

 

 
95

Substandard
 

 
792

 
7,458

 

 
1,583

Doubtful
 

 
161

 

 

 

Loss
 

 

 

 

 

Total
 
$
95,627

 
$
110,771

 
$
198,211

 
$
179,172

 
$
46,446

Consumer Credit Exposure -      By
Payment Activity
 
Loans To
Individuals

 
Other

 
 
 
 
 
 
Performing
 
$
22,893

 
$
199

 
 
 
 
 
 
Nonperforming
 
263

 

 
 
 
 
 
 
Total
 
$
23,156

 
$
199

 
 
 
 
 
 

17



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, 2015 and December 31, 2014
Period-End Allowance for Loan Losses by Impairment Method as of June 30, 2015
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction

 
Commercial
Business

 
Commercial
Real Estate

 
Mortgage
Warehouse

 
Residential
Real Estate

 
Loans to
Individuals

 
Other

 
Unallocated

 
Deferred
Loan
Fees

 
Total

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
1,090

 
$
1,659

 
$
2,445

 
$
1,119

 
$
202

 
$
121

 
$
1

 
$
714

 
$

 
$
7,351

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 

 
144

 
738

 

 

 
26

 

 

 

 
908

Loans acquired with deteriorated credit quality
 

 

 
38

 

 

 

 

 

 

 
38

Collectively evaluated for impairment
 
$
1,090

 
$
1,515

 
$
1,669

 
$
1,119

 
$
202

 
$
95

 
$
1

 
$
714

 
$

 
$
6,405

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
98,307

 
$
107,529

 
$
205,487

 
$
279,664

 
$
42,826

 
$
23,329

 
$
215

 
$

 
$
1,149

 
$
758,506

Individually evaluated for impairment
 
479

 
525

 
5,748

 

 
1,361

 
263

 

 

 

 
8,376

Loans acquired with deteriorated credit quality
 

 
300

 
1,699

 

 

 

 

 

 

 
1,999

Collectively evaluated for impairment
 
$
97,828

 
$
106,704

 
$
198,040

 
$
279,664

 
$
41,465

 
$
23,066

 
$
215

 
$

 
$
1,149

 
$
748,131

Period-End Allowance for Loan Losses by Impairment Method as of December 31, 2014
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
Commercial
Business
 
Commercial
Real Estate
 
Mortgage
Warehouse
 
Residential
Real Estate
 
Loans to
Individuals
 
Other
 
Unallocated
 
Deferred
Loan
Fees

 
Total
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
1,215

 
$
1,761

 
$
2,393

 
$
896

 
$
197

 
$
129

 
$
2

 
$
332

 
$

 
$
6,925

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
 

 
122

 
593

 

 

 
26

 

 

 

 
741

Collectively evaluated for impairment
 
$
1,215

 
$
1,639

 
$
1,800

 
$
896

 
$
197

 
$
103

 
$
2

 
$
332

 
$

 
$
6,184

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
95,627

 
$
110,771

 
$
198,211

 
$
179,172

 
$
46,446

 
$
23,156

 
$
199

 
$

 
$
715

 
$
654,297

Individually evaluated for impairment
 
450

 
612

 
5,762

 

 
1,361

 
263

 

 

 

 
8,448

Loans acquired with deteriorated credit quality
 

 
320

 
1,705

 

 

 

 

 

 

 
2,025

Collectively evaluated for impairment
 
$
95,177

 
$
109,839

 
$
190,744

 
$
179,172

 
$
45,085

 
$
22,893

 
$
199

 
$

 
$
715

 
$
643,824


18



The activity in the allowance for loan loss by loan class for the six months ended June 30, 2015 and 2014 was as follows:
 (Dollars in thousands)
 
Construction
 
Commercial
Business
 
Commercial
Real Estate
 
Mortgage
Warehouse
 
Residential
Real Estate
 
Consumer
 
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

 (Dollars in thousands)
 
Construction
 
Commercial
Business
 
Commercial
Real Estate
 
Mortgage
Warehouse
 
Residential
Real Estate
 
Consumer
 
Other
 
Unallocated
 
Total
Balance - December 31, 2013
 
$
1,205

 
$
1,272

 
$
3,022

 
$
585

 
$
165

 
$
109

 
$
2

 
$
679

 
$
7,039

Provision charged (credited) to operations
 
60

 
454

 
114

 
(63
)
 
17

 
(16
)
 
(1
)
 
(65
)
 
500

Loans charged off
 

 
(511
)
 

 

 

 

 

 

 
(511
)
Recoveries of loans charged off
 

 
3

 

 

 

 

 

 

 
3

Balance - March 31, 2014
 
$
1,265

 
$
1,218

 
$
3,136

 
$
522

 
$
182

 
$
93

 
$
1

 
$
614

 
$
7,031

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision charged (credited) to operations
 
(315
)
 
4,040

 
471

 
388

 
(9
)
 
(1
)
 

 
(474
)
 
4,100

Loans charged off
 

 
(3,714
)
 

 

 

 

 

 

 
(3,714
)
Recoveries of loans charged off
 

 
1

 

 

 

 

 

 

 
1

Balance - June 30, 2014
 
$
950

 
$
1,545

 
$
3,607

 
$
910

 
$
173

 
$
92

 
$
1

 
$
140

 
$
7,418

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.

19



Impaired Loans Receivables (By Class) – June 30, 2015
(Dollars in thousands)
 
 
 
 
 
 
 
Three Months Ended June 30, 2015
 
Six Months Ended June 30, 2015
 
 
Recorded
Investment

 
Unpaid
Principal
Balance

 
Related
Allowance

 
Average
Recorded
Investment

 
Interest
Income
Recognized

 
Average
Recorded
Investment

 
Interest
Income
Recognized

With no related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
$
479

 
$
479

 
$

 
$
471

 
$
6

 
$
461

 
$
13

Commercial Business
 
487

 
1,075

 

 
487

 
3

 
510

 
7

Commercial Real Estate
 
2,528

 
2,774

 

 
2,666

 
28

 
2,702

 
61

Mortgage Warehouse Lines
 

 

 

 

 

 

 

Subtotal
 
3,494

 
4,328

 

 
3,624

 
37

 
3,673

 
81

Residential Real Estate
 
1,361

 
1,376

 

 
1,361

 

 
1,361

 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Consumer
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Loans to Individuals
 

 

 

 

 

 

 

Other
 

 

 

 

 

 

 

Subtotal
 

 

 

 

 

 

 

With no related allowance:
 
$
4,855

 
$
5,704

 
$

 
$
4,985

 
$
37

 
$
5,034

 
$
81

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

With a related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Commercial Business
 
338

 
532

 
144

 
354

 
1

 
363

 
1

Commercial Real Estate
 
4,920

 
4,933

 
776

 
4,784

 
87

 
4,754

 
158

Mortgage Warehouse Lines
 

 

 

 

 

 

 

Subtotal
 
5,258

 
5,465

 
920

 
5,138

 
88

 
5,117

 
159

Residential Real Estate
 

 

 

 

 

 

 

Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 
263

 
263

 
26

 
263

 

 
263

 

Other
 

 

 

 

 

 

 

Subtotal
 
263

 
263

 
26

 
263

 

 
263

 

With a related allowance:
 
5,521

 
5,728

 
946

 
5,401

 
88

 
5,380

 
159

Total:
 
 
 
 
 
 
 
 
 
 
 
 

 
 

Construction
 
479

 
479

 

 
471

 
6

 
461

 
13

Commercial Business
 
825

 
1,607

 
144

 
841

 
4

 
873

 
8

Commercial Real Estate
 
7,447

 
7,707

 
776

 
7,450

 
115

 
7,456

 
219

Mortgage Warehouse Lines
 

 

 

 

 

 

 

Residential Real Estate
 
1,361

 
1,376

 

 
1,361

 

 
1,361

 

Consumer
 
263

 
263

 
26

 
263

 

 
263

 

Total
 
$
10,375

 
$
11,432

 
$
946

 
$
10,386

 
$
125

 
$
10,414

 
$
240


20



Impaired Loans Receivables (By Class) –December 31, 2014
(Dollars in thousands
 
 
 
 
 
 
 
For the year ended December 31, 2014
 
 
Recorded
Investment

 
Unpaid
Principal Balance

 
Related
Allowance

 
 
Average
Recorded
Investment

 
Interest Income
Recognized

With no related allowance:
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
Construction
 
$
450

 
$
450

 
$

 
$
329

 
$
18

Commercial Business
 
558

 
1,145

 

 
586

 
20

Commercial Real Estate
 
4,058

 
4,344

 

 
4,144

 
139

Mortgage Warehouse Lines
 

 

 

 

 

Subtotal
 
5,066

 
5,939

 

 
5,059

 
177

Residential Real Estate
 
1,361

 
1,376

 

 
1,410

 

Consumer
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 

 

 

 

 

Other
 

 

 

 

 

Subtotal
 

 

 

 

 

With no related allowance
 
6,427

 
7,315

 

 
6,469

 
177

With a related allowance:
 
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
 
Construction
 

 

 

 

 

Commercial Business
 
374

 
374

 
122

 
531

 
3

Commercial Real Estate
 
3,409

 
3,409

 
593

 
3,439

 
214

Mortgage Warehouse Lines
 

 

 

 

 

Subtotal
 
3,783

 
3,783

 
715

 
3,970

 
217

Residential Real Estate
 

 

 

 

 

Consumer
 
 
 
 
 
 
 
 
 
 
Loans to Individuals
 
263

 
263

 
26

 
251

 

Other
 

 

 

 

 

Subtotal
 
263

 
263

 
26

 
251

 

With a related allowance
 
4,046

 
4,046

 
741

 
4,221

 
217

 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
 
Construction
 
450

 
450

 

 
329

 
18

Commercial Business
 
932

 
1,519

 
122

 
1,117

 
23

Commercial Real Estate
 
7,467

 
7,753

 
593

 
7,583

 
353

Mortgage Warehouse Lines
 

 

 

 

 

Residential Real Estate
 
1,361

 
1,376

 

 
1,410

 

Consumer
 
263

 
263

 
26

 
251

 

Total
 
$
10,473

 
$
11,361

 
$
741

 
$
10,690

 
$
394



21



Impaired Loans Receivables (By Class)
(Dollars in thousands)
 
Three months ended June 30, 2014
 
 
Average
Recorded
Investment
 
 
Interest
Income
Recognized
With no related allowance:
 
 
 
 
Commercial
 
 
 
 
Construction
 
$
339

 
$
4

Commercial Business
 
720

 
9

Commercial Real Estate
 
2,104

 
11

Mortgage Warehouse Lines
 

 

Subtotal
 
3,163

 
24

Residential Real Estate
 
1,311

 
5

Consumer
 
 
 
 
Loans to Individuals
 
238

 

Other
 

 

Subtotal
 
238

 

With no related allowance:
 
4,712

 
29

With a related allowance:
 
 
 
 
Commercial
 
 
 
 
Construction
 
$

 
$

Commercial Business
 
172

 

Commercial Real Estate
 
9,101

 
65

Mortgage Warehouse Lines
 

 

Subtotal
 
9,273

 
65

Residential Real Estate
 
316

 

Consumer
 
 
 
 
Loans to Individuals
 

 

Other
 

 

Subtotal
 

 

With a related allowance:
 
9,589

 
65

Total:
 
 
 
 
Construction
 
339

 
4

Commercial Business
 
891

 
9

Commercial Real Estate
 
11,205

 
76

Mortgage Warehouse Lines
 

 

Residential Real Estate
 
1,627

 
5

Consumer
 
239

 

Total
 
$
14,301

 
$
94


22



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, 2015 and December 31, 2014:
(Dollars in thousands)
 
 
 
 
 
 
June 30, 2015

 
December 31, 2014

Outstanding balance
 
$
2,673

 
$
2,705

Carrying amount
 
$
1,999

 
$
2,025

There was a change in the expected cash flows on one PCI loan with a balance of $206,000 at June 30, 2015.  An allowance for loan losses in the amount of $38,000 has been recorded for this acquired loan as of June 30, 2015.
Changes in accretable discount for acquired credit-impaired loans for the three and six months ended June 30, 2015 and June 30, 2014 were as follows:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2015
 
2014
 
2015
 
2014
(Dollars in thousands)
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
115

 
$
221

 
$
135

 
$

Acquisition of impaired loans
 

 

 

 
241

Accretion of discount
 
(14
)
 
(27
)
 
(34
)
 
(47
)
Balance at end of period
 
$
101

 
$
194

 
$
101

 
$
194

`
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 process of foreclosure:
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
June 30,
 
 
2015
 
2014
 
 
Number
of  loans
 
Recorded
Investment
 
Number of 
loans
 
Recorded
Investment
 
 
5
 
$
1,809

 
1
 
$
33

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 in the three and six months ended June 30, 2015. For the year ended December 31, 2014, there were 3 loans with a recorded investment of $162,000 that were modified as TDRs.  There were no troubled debt restructurings that

23



subsequently defaulted within twelve months of restructuring during the three and six months ended June 30, 2015 and the year ended December 31, 2014.


24



(6) Share-Based Compensation
The Company’s share-based incentive plans (“Stock Plans”) authorize the issuance of an aggregate of 512,736 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 have a term of ten years after the date of grant, subject to earlier termination in certain circumstances.  Options are granted with an exercise price at the then fair market value of the Company’s common stock.  The grant date fair value is calculated using the Black – Scholes option valuation model.
As of June 30, 2015, there were 314,590 shares of common stock available for future grants under the Stock Plans, of which 268,390 shares are available for future grants under the 2013 Equity Incentive Plan and 46,200 shares are available for future grant under the 2015 Directors Stock Plan.
Stock-based compensation expense related to options was $23,000 and $70,000 for the six months ended June 30, 2015 and 2014, respectively.
Transactions under the Stock Plans during the three and six months ended June 30, 2015 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, 2015
 
235,124

 
$
8.19

 
 
 
 
Granted
 
13,230

 
10.61

 
 
 
 
Exercised
 
(3,313
)
 
7.76

 
 
 
 
Forfeited
 
(69
)
 
7.65

 
 
 
 
Expired
 

 

 
 
 
 
Outstanding at June 30, 2015
 
244,972

 
$
8.33

 
5.1
 
$
1,627

Exercisable at June 30, 2015
 
205,698

 
$
8.32

 
4.1
 
$
1,296

The fair value of each option and the significant weighted average assumptions used to calculate the fair value of the options granted for the three and six months ended June 30, 2015 are as follows:
 
January 2015
 
 
Fair value of options granted
$
4.05

Risk-free rate of return
1.37
%
Expected option life in years
7

Expected volatility
32.37
%
Expected dividends (1)

(1)To date, the Company has not paid cash dividends on its common stock.
As of June 30, 2015, there was approximately $88,000 of unrecognized compensation cost related to non-vested stock option-based compensation arrangements granted under the Company’s stock incentive plans. That cost is expected to be recognized over the next four years.

25



The following table summarizes the activity in non-vested restricted shares for the three and six months ended June 30, 2015:
 
 
Number of
 
Average
Grant-Date
Non-vested shares
 
Shares
 
Fair Value
Non-vested at January 1, 2015
 
141,556

 
$
7.51

Granted
 
33,358

 
10.62

Vested
 
(26,373
)
 
9.00

Forfeited
 
(506
)
 
9.14

Non-vested at June 30, 2015
 
148,035

 
$
7.94

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 with compensation expense recognized on a straight-line basis.
Stock-based compensation expense related to stock grants was $303,000 for each of the six months ended June 30, 2015 and 2014, respectively.
As of June 30, 2015, there was approximately $1.1 million of unrecognized compensation cost related to non-vested stock grants.  Compensation costs related to non-vested stock grants are recognized over four years from the date of grant.
(7) Benefit Plans
The Bank has a 401(k) plan which covers substantially all employees with six months or more of service.  The 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 plan.  The Company recognizes the over-funded or under-funded status of a defined benefit post-retirement plan as an asset or liability in 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 total approximately $21.3 million and $21.2 million at June 30, 2015 and December 31, 2014, respectively.
The components of net periodic expense for the Company’s supplemental executive retirement plans for the three and six months ended June 30, 2015 and 2014 were as follows:
(Dollars in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2015

 
2014

 
2015

 
2014

Service cost
 
$
91

 
$
43

 
165

 
57

Interest cost
 
78

 
33

 
124

 
43

Actuarial gain recognized
 
(110
)
 
(2
)
 
(155
)
 
(2
)
 
 
$
59

 
$
74

 
134

 
98


26



(8) 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, 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 and losses included in other comprehensive income
 
443

 
(178
)
 
265

Accumulated other comprehensive income
 
$
(250
)
 
$
23

 
$
(227
)
 
 
Before-Tax
Amount

 
Income Tax
Effect

 
Net-of-Tax
Amount

June 30, 2014
 
 
 
 
 
 
Unrealized holding (losses) on available-for-sale securities
 
$
(708
)
 
$
300

 
$
(408
)
Unrealized impairment (loss) on held to maturity security:
 
(501
)
 
170

 
(331
)
Unfunded pension liability:
 
 
 
 
 
 
Plan actuarial gains and losses included in other comprehensive income
 
186

 
(75
)
 
111

Accumulated other comprehensive loss
 
$
(1,023
)
 
$
395

 
$
(628
)


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
(Loss) Income
(Dollars in thousands)
 
 
 
 
 
 
 
 
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
)

27



 
 
Unrealized
Holding
Gains
(Losses) on
Available for
Sale
Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
(Loss) Income
Three Months Ended June 30, 2014:
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
(1,088
)
 
$
(331
)
 
$
54

 
$
(1,365
)
Other comprehensive income (loss) before
     reclassifications
 
678

 

 
57

 
735

Amounts reclassified from accumulated other
     comprehensive income
 
2

 

 

 
2

Other comprehensive income
 
680

 

 
57

 
737

Balance, end of period
 
$
(408
)
 
$
(331
)
 
$
111

 
$
(628
)
 
 
Unrealized
Holding
Gains
(Losses) on
Available for
Sale
Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
(Loss) Income
(Dollars in thousands)
 
 
 
 
 
 
 
 
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
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
Holding
Gains
(Losses) on
Available for
Sale
Securities
 
Unrealized
Impairment
Loss on
Held to Maturity
Security
 
Unfunded
Pension
Liability
 
Accumulated
Other
Comprehensive
(Loss) Income
Six Months Ended June 30, 2014:
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
(1,933
)
 
$
(331
)
 
$
16

 
$
(2,248
)
Other comprehensive income (loss) before
     reclassifications
 
1,523

 

 
95

 
1,618

Amounts reclassified from accumulated other
     comprehensive income
 
2

 

 

 
2

Other comprehensive income
 
1,525

 

 
95

 
1,620

Balance, end of period
 
$
(408
)
 
$
(331
)
 
$
111

 
$
(628
)


28



(9) Recent Accounting Pronouncements
ASU Update 2015-01 (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.
In January 2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, to eliminate the concept of extraordinary items from U.S. GAAP.  The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 eliminates the requirement in Subtopic 225-20 to consider whether an underlying event or transaction is extraordinary and if so, to separately present the item in the income statement, net of tax, after income from continuing operations.  Items that are either unusual in nature or infrequently occurring will continue to be reported as a separate component of income from continuing operations.  For all entities (public and private), the ASU is effective for fiscal years beginning after December 15, 2015.   Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.  The Company does not expect that the adoption of this guidance will 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.  On July 9, 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The new revenue standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company does not anticipate a material impact to the consolidated financial statements related to this guidance.

29



(10) 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 on 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.

30



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, 2015:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
U. S. Treasury securities and
obligations of U.S. Government
sponsored corporations (“GSE”) and agencies
 
$

 
$
1,531

 
$

 
$
1,531

Residential collateralized mortgage obligations- GSE
 

 
3,851

 

 
3,851

Residential mortgage backed securities – GSE
 

 
25,680

 

 
25,680

Obligations of State and Political subdivisions
 

 
20,575

 

 
20,575

Trust preferred debt securities – single issuer
 

 
2,133

 

 
2,133

Corporate debt securities
 

 
19,239

 

 
19,239

Other debt securities
 

 
1,041

 

 
1,041

Restricted stock
 

 
6,526

 

 
6,526

Total
 
 
 
$
80,576

 
 
 
$
80,576

(Dollars in thousands)
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
Value
December 31, 2014:
 
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
 
U. S. Treasury securities and
obligations of U.S. Government
sponsored corporations (“GSE”) and agencies
 
$

 
$
1,524

 
$

 
$
1,524

Residential collateralized mortgage obligations- GSE
 

 
4,533

 

 
4,533

Residential mortgage backed securities – GSE
 

 
27,771

 

 
27,771

Obligations of State and Political subdivisions
 

 
21,703

 

 
21,703

Trust preferred debt securities – single issuer
 

 
2,069

 

 
2,069

Corporate debt securities
 

 
19,521

 

 
19,521

Other debt securities
 

 
1,280

 

 
1,280

Restricted stock
 

 
1,760

 

 
1,760

Total
 
 

 
$
80,161

 
 
 
$
80,161

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, 2015 and December 31, 2014 were as follows:
(Dollars in thousands)
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
Value
June 30, 2015:
 
 
 
 
 
 
 
 
Impaired loans
 
$

 
$

 
$
317

 
$
317

Other real estate owned
 

 

 
1,367

 
1,367

 
 
 
 
 
 
 
 
 
December 31, 2014:
 
 
 
 
 
 
 
 
Impaired loans
 
$

 
$

 
$
3,883

 
$
3,883

Other real estate owned
 

 

 
5,710

 
5,710

Impaired loans measured at fair value and included in the above table at June 30, 2015 consisted of 2 loans having an aggregate recorded investment of $392,000 and specific loan loss allowances of $75,000.  Impaired loans measured at fair value and included in the above table at December 31, 2014 consisted of 8 loans having an aggregate balance of $4.0 million with a specific loan loss allowance of $700,000 and 3 loans totaling $578,000 which were charged down during the year.

31



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, 2015
 
 
 
 
 
 
 
 
Impaired loans
 
$
317

 
Appraisal of
collateral (1)
 
Appraisal adjustments (2)
 
11% (11%)
Other real estate owned
 
$
1,367

 
Appraisal of
collateral (1)
 
Appraisal adjustments (2)
 
20% (20%)
December 31, 2014
 
 
 
 
 
 
 
 
Impaired loans
 
$
3,883

 
Appraisal of collateral (1)
 
Appraisal adjustments (2)
 
8%-17% (10.66%)
Other real estate owned
 
$
5,710

 
Appraisal of
collateral (1)
 
Appraisal adjustments (2)
 
0%-39 (25.1%)
(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 fair value of other real estate owned was determined using appraisals, which may be discounted based on management’s review and changes in market conditions.
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 for most financial institutions, the bulk of its 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 at 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 Debentures (Carried at Cost). The carrying amounts of short-term borrowings approximate their fair values. The fair values of long-term FHLB advances and subordinated debentures 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.

32




The estimated fair values and carrying amounts of financial assets and liabilities as of June 30, 2015 and December 31, 2014 were as follows:
June 30, 2015
(Dollars in thousands)
 
Carrying
 
Level 1
 
Level 2
 
Level 3
 
Fair
 
 
Value
 
Inputs
 
Inputs
 
Inputs
 
Value
Cash and cash equivalents
 
$
16,364

 
$
16,364

 
$

 
$

 
$
16,364

Securities available for sale
 
80,576

 

 
80,576

 

 
80,576

Securities held to maturity
 
126,651

 

 
130,257

 

 
130,257

Loans held for sale
 
9,231

 

 
9,370

 

 
9,370

Loans, net
 
751,155

 

 

 
752,475

 
752,475

Accrued interest receivable
 
2,976

 

 
2,976

 

 
2,976

Deposits
 
(798,088
)
 

 
(798,546
)
 

 
(798,546
)
Borrowings
 
(130,728
)
 

 
(131,382
)
 

 
(131,382
)
Redeemable subordinated debentures
 
(18,557
)
 

 
(18,557
)
 

 
(18,557
)
Accrued interest payable
 
(855
)
 

 
(855
)
 

 
(855
)
December 31, 2014
(Dollars in thousands)
 
Carrying
 
Level 1
 
Level 2
 
Level 3
 
Fair
 
 
Value
 
Inputs
 
Inputs
 
Inputs
 
Value
Cash and cash equivalents
 
$
14,545

 
$
14,545

 
$

 
$

 
$
14,545

Securities available for sale 
 
80,161

 

 
80,161

 

 
80,161

Securities held to maturity 
 
143,638

 

 
148,476

 

 
148,476

Loans held for sale 
 
8,372

 

 
8,500

 

 
8,500

Loans, net 
 
647,372

 

 

 
656,153

 
656,153

Accrued interest receivable
 
3,096

 

 
3,096

 

 
3,096

Deposits 
 
(817,761
)
 

 
(818,265
)
 

 
(818,265
)
Borrowings 
 
(25,107
)
 

 
(25,838
)
 

 
(25,838
)
Redeemable subordinated debentures 
 
(18,557
)
 

 
(18,557
)
 

 
(18,557
)
Accrued interest payable
 
(907
)
 

 
(907
)
 

 
(907
)
Loan commitments and standby letters of credit as of June 30, 2015 and December 31, 2014 were based on fees charged for similar agreements; accordingly, the estimated fair value of loan commitments and standby letters of credit was nominal.

33



Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations
The purpose of this discussion and analysis of the operating results and financial condition at June 30, 2015 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 periods ended June 30, 2015 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, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2015.
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.
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, and thereby enabling the Bank to operate within a bank holding company structure. The Company became an active bank holding company on July 1, 1999. The Bank is a wholly-owned subsidiary of the Company. 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.
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.
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, 2014 filed with the SEC on March 26, 2015, 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.

34



Recent Developments
On February 20, 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 March 16, 2015, which was paid on April 6, 2015.  As appropriate, common shares and per common share data presented for 2015 and 2014 have been adjusted to reflect the common stock dividend.
Merger of Rumson-Fair Haven Bank and Trust Company with and into the Bank in 2014
On February 7, 2014, the Company completed its acquisition of Rumson-Fair Haven Bank and Trust Company, a New Jersey state-chartered commercial bank (“Rumson”), which merged with and into the Bank, with the Bank as the surviving entity. The merger agreement among the Company, the Bank and Rumson (the “Merger Agreement”) provided that the shareholders of Rumson would receive, at their election, for each outstanding share of Rumson common stock that they own at the effective time of the merger, either 0.7772 shares of the Company common stock or $7.50 in cash, subject to proration as described in the Merger Agreement, so that 60% of the aggregate merger consideration consisted of cash and 40% consisted of shares of the Company’s common stock. The Company issued an aggregate of 1,019,223 shares of its common stock and paid $14.8 million in cash in the transaction.
The merger was accounted for under the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at their estimated fair values as of the acquisition date. Rumson’s results of operations have been included in the Company’s Consolidated Statements of Income since February 7, 2014.

35



RESULTS OF OPERATIONS
Three and Six Months Ended June 30, 2015 Compared to Three and Six Months Ended June 30, 2014
Summary
The Company reported net income of $2.3 million for the three months ended June 30, 2015, a 27% increase compared to Adjusted Net Income (as defined below) of $1.8 million for the three months ended June 30, 2014. Net income per diluted share was $0.30 for the second quarter of 2015, a 25% increase compared to Adjusted Net Income per Diluted Share of $0.24 for the second quarter of 2014.
The Company reported net income of $4.6 million or $0.60 per diluted share for the six month period ended June 30, 2015 compared to Adjusted Net Income of $3.4 million or Adjusted Net Income per Diluted Share of $0.45 for the six month period ended June 30, 2014.
Net loss and net loss per diluted share as reported were $440,000 and $0.06, respectively, for the second quarter of 2014 and net income and net income per diluted share as reported were $202,000 and $0.03, respectively, for the six months ended June 30, 2014.
Adjusted Net Income excludes the after-tax effect of merger related expenses that were incurred in the first and second quarters of 2014 in connection with the merger of Rumson with and into the Bank on February 7, 2014 and the provision for loan losses related to the full charge-off of a loan participation due to fraudulent misrepresentations by the borrower and its principals recorded in the second quarter of 2014.

The significant increase in net income for the second quarter of 2015 compared to Adjusted Net Income for the second quarter of 2014 was due primarily to the $1.0 million increase in net interest income to $9.4 million, which was driven by the growth of the Bank’s loan portfolio in 2015. Non-interest income for the second quarter of 2015 increased $358,000 to $1.6 million due to higher gains from the sales of residential mortgages and SBA guaranteed commercial loans.
The significant increase in net income for the six months ended June 30, 2015 compared to Adjusted Net Income for the six months ended June 30, 2014 was due primarily to the $2.7 million increase in net interest income to $18.0 million, which was driven by the growth of the Bank's loan portfolio in 2015.
Adjusted Net Income and Adjusted Net Income per Diluted Share are non-GAAP measures. The following table provides a reconciliation of these non-GAAP measures to net income and net income per diluted share as reported:
 
Reconciliation of Non-GAAP Measures (1)
 (Dollars in thousands, except per share amounts) (Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
Adjusted Net Income:
2015
 
2014
 
2015
 
2014
Net income
$
2,315

 
$
(440
)
 
$
4,575

 
$
202

Adjustment
 
 
 
 
 
 
 
Provision for loan losses (2)

 
3,656

 

 
3,656

Merger-related expenses

 
109

 

 
1,532

Income tax effect of Adjustment (3)

 
(1,504
)
 

 
(2,031
)
Adjusted Net Income
$
2,315

 
$
1,821

 
$
4,575

 
$
3,359

 
 
 
 
 
 
 
 
Adjusted Net Income per Diluted Share
 

 
 

 
 
 
 
Adjusted Net Income
$
2,315

 
$
1,821

 
$
4,575

 
$
3,359

Diluted shares outstanding (4)
7,684,980

 
7,608,274

 
7,674,859

 
7,433,154

Adjusted Net Income per Diluted Share
$
0.30

 
$
0.24

 
$
0.60

 
$
0.45

 
 
 
 
 
 
 
 
Adjusted Return on Assets (5)
0.94
%
 
0.76
%
 
0.94
%
 
0.74
%
Adjusted Return on Equity (5)
10.33
%
 
8.90
%
 
10.38
%
 
8.58
%
(1)
The Company used these non-GAAP financial measures, Adjusted Net Income and Adjusted Net Income per Diluted Share, because the Company believes that it is useful for the users of the financial information to understand the effect on net

36



income of the merger related expenses incurred in the merger with Rumson and the large provision for loan losses recorded as a result of the loss on a loan due to the fraudulent misrepresentations of a borrower and its principals.  Management believes that these non-GAAP financial measures improve the comparability of the current period results with the results of prior periods.  The Company cautions that the non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s U.S. GAAP results.
(2)
The amount represents the full charge-off of the loan that was subject to fraudulent misrepresentation by a borrower and its principals.
(3)
Tax effected at an income tax rate of 39.94%, less the impact of non-deductible merger expenses.
(4)
The adjustments to the reported loss for the three month period ended June 30, 2014 result in adjusted net income. Accordingly, diluted shares outstanding include the dilutive share equivalents for purposes of computing Adjusted Net Income per Diluted Share.
(5)
Adjusted Return on Assets and Adjusted Return on Equity exclude the after-tax effect of the merger-related expenses and the fraud related loan loss provision in 2014.

37



Second Quarter Highlights
Net interest income was $9.4 million in the second quarter of 2015 compared to $8.5 million in the first quarter of 2015 and $8.4 million in the second quarter of 2014. The net interest margin for each of these periods was 4.19%, 3.96% and 3.89%, respectively.
During the second quarter of 2015, the total loan portfolio increased $48.3 million, or 6.8%, to $758.5 million at June 30, 2015.  Mortgage warehouse lines outstanding increased $46.7 million to $279.7 million at June 30, 2015, reflecting higher levels of residential mortgage originations by the Bank’s mortgage banking customers due to the seasonal home buying market and favorable residential mortgage interest rates. Approximately 52% of the $1.1 billion of funding activity during the second quarter was for the purchase of homes and home purchase loans represented 62% of the outstanding mortgage warehouse loans at June 30, 2015. The loan to asset ratio increased to 72% at June 30, 2015 compared to 68% at December 31, 2014 and 64% at June 30, 2014.
No provision for loan losses was recorded for the second quarter of 2015 due to the Bank's stable loan quality, the insignificant level of net-charge offs and a reduction in the Bank's loan loss reserve factors based on management's assessment of strengthening economic conditions in the Bank's markets and stable loan quality trends.
SBA loan sales were $5.2 million and generated gains on sales of loans of $518,000, and SBA commercial loan originations were $3.6 million during the second quarter of 2015.
During the second quarter of 2015, the Bank’s residential mortgage banking operation originated $43.3 million of residential mortgages and sold $43.8 million of residential mortgage loans, which generated gains from the sales of loans of $314,000. At June 30, 2015, the pipeline of residential mortgage loans in process was $68.8 million.
The Company’s efficiency ratio for the second quarter of 2015 was 67.4% compared to 61.7% for the first quarter of 2015 and 66.5% for the second quarter of 2014, excluding the effect of the merger expenses. The write-down of one OREO property and related expenses and higher collection and asset recovery expenses impacted the efficiency ratio during the second quarter of 2015.
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 85.3% of the Company’s net revenues (defined as net interest income plus non-interest income) for the three month period ended June 30, 2015 compared to 86.9% of net revenues for the three months ended June 30, 2014. 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, 2015, net interest income represented 83.5% of the Company's net revenues compared to 84.1% of net revenues for the six months ended June 30, 2014.
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 ended June 30, 2015 and 2014. The average rates are derived by dividing interest income and expense by the average balance of assets and liabilities, respectively.

38



 
Three months ended June 30, 2015
 
 
Three months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average
Balance

 
Interest

 
Average
Yield

 
Average
Balance

 
Interest

 
Average
Yield

Assets:
 
 
 
 
 
 
 
 
 
 
 
Federal Funds Sold/Short-Term Investments
8,223

 
6

 
0.29
%
 
66,805

 
46

 
0.28
%
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
129,888

 
790

 
2.43
%
 
180,121

 
1,059

 
2.35
%
Tax-exempt (4)
80,121

 
785

 
3.92
%
 
91,394

 
872

 
3.82
%
Total
210,009

 
1,575

 
3.00
%
 
271,515

 
1,931

 
2.84
%
Loan Portfolio: (1)
 
 
 

 
 

 
 

 
 

 
 

Construction
96,898

 
1,539

 
6.37
%
 
75,432

 
1,363

 
7.25
%
Residential real estate
43,904

 
463

 
4.23
%
 
49,348

 
505

 
4.10
%
Home Equity
22,460

 
267

 
4.77
%
 
23,975

 
352

 
5.89
%
Commercial and commercial
real estate
292,497

 
4,199

 
5.76
%
 
279,260

 
4,158

 
5.97
%
Mortgage warehouse lines
217,199

 
2,360

 
4.36
%
 
108,601

 
1,253

 
4.63
%
Installment
505

 
6

 
4.77
%
 
269

 
4

 
5.96
%
All Other Loans
32,200

 
404

 
5.03
%
 
18,394

 
235

 
5.12
%
Total
705,663

 
9,238

 
5.25
%
 
555,279

 
7,870

 
5.68
%
Total Interest-Earning
Assets
923,895

 
10,819

 
4.70
%
 
893,600

 
9,847

 
4.42
%
Allowance for Loan Losses
(7,698
)
 
 
 
 
 
(7,361
)
 
 
 
 
Cash and Due From Bank
7,680

 
 
 
 
 
15,111

 
 
 
 
Other Assets
63,073

 
 
 
 
 
59,536

 
 
 
 
Total Assets
986,950

 
 
 
 
 
960,886

 
 
 
 
Liabilities and Shareholders’
Equity:
 
 
 
 
 
 
 
 
 
 
 
   Money Market and NOW
   Accounts 
304,755

 
250

 
0.33
%
 
292,375

 
239

 
0.33
%
Savings Accounts
198,252

 
230

 
0.47
%
 
204,238

 
227

 
0.45
%
Certificates of Deposit
152,253

 
432

 
1.14
%
 
175,815

 
506

 
1.15
%
Other Borrowed Funds
51,085

 
153

 
1.20
%
 
22,357

 
128

 
2.30
%
Trust Preferred Securities
18,557

 
88

 
1.90
%
 
18,557

 
86

 
1.85
%
Total Interest-Bearing Liabilities
724,902

 
1,153

 
0.64
%
 
713,342

 
1,186

 
0.67
%
Net Interest Spread (2)
 
 
 
 
4.06
%
 
 
 
 
 
3.75
%
Demand Deposits
163,223

 
 
 
 
 
158,604

 
 
 
 
Other Liabilities
8,975

 
 
 
 
 
6,899

 
 
 
 
Total Liabilities
897,100

 
 
 
 
 
878,845

 
 
 
 
Shareholders’ Equity
89,850

 
 
 
 
 
82,042

 
 
 
 
Total Liabilities and
Shareholders’ Equity
986,950

 
 
 
 
 
960,887

 
 
 
 
Net Interest Margin (3)
 
 
9,666

 
4.19
%
 
 
 
8,661

 
3.89
%
(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 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.
(4)
Tax- equivalent basis.

39



 
Six months ended June 30, 2015
 
 
Six months ended June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average
Balance

 
Interest

 
Average
Yield

 
Average
Balance

 
Interest

 
Average
Yield

Assets:
 
 
 
 
 
 
 
 
 
 
 
Federal Funds Sold/Short-Term Investments
24,420

 
31

 
0.26
%
 
81,500

 
101

 
0.25
%
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
131,611

 
1,607

 
2.44
%
 
182,440

 
2,181

 
2.39
%
Tax-exempt (4)
84,867

 
1,645

 
3.88
%
 
85,521

 
1,772

 
4.14
%
Total
216,478

 
3,252

 
3.00
%
 
267,961

 
3,953

 
2.95
%
Loan Portfolio: (1)
 
 
 

 
 
 
 

 
 

 
 

Construction
96,944

 
3,080

 
6.41
%
 
67,765

 
2,382

 
7.09
%
Residential real estate
44,797

 
937

 
4.22
%
 
42,370

 
839

 
3.99
%
Home Equity
22,305

 
506

 
4.57
%
 
21,420

 
565

 
5.32
%
Commercial and commercial
real estate
290,985

 
8,195

 
5.68
%
 
253,562

 
7,473

 
5.94
%
Mortgage warehouse lines
186,682

 
4,079

 
4.41
%
 
100,277

 
2,333

 
4.69
%
Installment
443

 
11

 
5.01
%
 
272

 
8

 
5.93
%
All Other Loans
28,996

 
719

 
5.00
%
 
20,383

 
508

 
5.03
%
Total
671,152

 
17,527

 
5.27
%
 
506,049

 
14,108

 
5.62
%
Total Interest-Earning
Assets
912,050

 
20,810

 
4.60
%
 
855,510

 
18,162

 
4.28
%
Allowance for Loan Losses
(7,467
)
 
 
 
 
 
(7,550
)
 
 
 
 
Cash and Due From Bank
10,127

 
 
 
 
 
16,412

 
 
 
 
Other Assets
62,664

 
 
 
 
 
56,383

 
 
 
 
Total Assets
977,374

 
 
 
 
 
920,755

 
 
 
 
Liabilities and Shareholders’
Equity:
 
 
 
 
 
 
 
 
 
 
 
Money Market and NOW
   Accounts 
306,486

 
506

 
0.33
%
 
273,839

 
447

 
0.33
%
Savings Accounts
196,889

 
455

 
0.47
%
 
201,985

 
450

 
0.45
%
Certificates of Deposit
157,809

 
883

 
1.13
%
 
168,365

 
974

 
1.17
%
Other Borrowed Funds
36,524

 
279

 
1.54
%
 
19,146

 
243

 
2.56
%
Trust Preferred Securities
18,557

 
174

 
1.86
%
 
18,557

 
171

 
1.83
%
Total Interest-Bearing Liabilities
716,265

 
2,297

 
0.65
%
 
681,892

 
2,285

 
0.68
%
Net Interest Spread (2)
 
 
 
 
3.95
%
 
 
 
 
 
3.60
%
Demand Deposits
163,516

 
 
 
 
 
152,619

 
 
 
 
Other Liabilities
8,677

 
 
 
 
 
7,292

 
 
 
 
Total Liabilities
888,458

 
 
 
 
 
841,803

 
 
 
 
Shareholders’ Equity
88,916

 
 
 
 
 
78,952

 
 
 
 
Total Liabilities and
Shareholders’ Equity
977,374

 
 
 
 
 
920,755

 
 
 
 
Net Interest Margin (3)
 
 
18,513

 
4.09
%
 
 
 
15,877

 
3.74
%
(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 includes the average balance of loans held for sale. Please refer to 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.
(4)
Tax- equivalent basis.

40



Three months ended June 30, 2015 compared to three months ended June 30, 2014
The Company’s net interest income increased on a tax-equivalent basis by $1.0 million, or 11.6%, to $9.7 million for the three months ended June 30, 2015 from $8.7 million reported for the three months ended June 30, 2014. The increase in the Company’s net interest income for the three months ended June 30, 2015 compared to the comparable 2014 period was due primarily to the growth of the loan portfolio, the higher proportion of average loans to average assets, which generated the higher yield on earning assets, and lower rates paid on interest-bearing liabilities.
The net interest margin (on a tax-equivalent basis), which is net interest income divided by average interest-earning assets, was 4.19% for the three months ended June 30, 2015 compared to 3.89% the three months ended June 30, 2014.
Average interest-earning assets increased by $30.3 million, or 3.4%, to $923.9 million for the three month period ended June 30, 2015 from $893.6 million for the three month period ended June 30, 2014. The overall yield on interest-earning assets, on a tax-equivalent basis, increased 28 basis points to 4.70% for the three month period ended June 30, 2015 when compared to 4.42% for the three month period ended June 30, 2014 due primarily to the increase in the average balance of the loan portfolio in the quarter ended June 30, 2015. The growth of the average balance of the loan portfolio in the quarter ended June 30, 2015 was due primarily to the growth in Mortgage Warehouse, Construction and Commercial Real Estate loans compared to the quarter ended June 30, 2014.
Average interest-bearing liabilities increased by $11.6 million, or 1.6%, to $724.9 million for the three month period ended June 30, 2015 from $713.3 million for the three month period ended June 30, 2014 due primarily to increases in Money Market and NOW Accounts and Borrowed Funds, which were partially offset by decreases in Savings Accounts and Certificates of Deposit.  Overall, the cost of total interest-bearing liabilities decreased 3 basis points to 0.64% for the three months ended June 30, 2015 from 0.67% for the three months ended June 30, 2014.
Six months ended June 30, 2015 compared to six months ended June 30, 2014
For the six months ended June 30, 2015, the Company's net interest income increased on a tax-equivalent basis by $2.6 million, or 16.6%, to $18.5 million compared to $15.9 million for the six months ended June 30, 2014. This increase was due primarily to the growth of the loan portfolio, an increase in the average yield on interest-earning assets and lower rates paid on interest-bearing liabilities.
For the six months ended June 30, 2015, the net interest margin was 4.09% compared to 3.74% for the six months ended June 30, 2014.
Average interest-earning assets increased by $56.5 million, or 6.6%, to $912.1 million for the six month period ended June 30, 2015 from $855.5 million for the six month period ended June 30, 2014. The overall yield on interest-earning assets, on a tax-equivalent basis, increased 32 basis points to 4.60% for the six month period ended June 30, 2015 compared to 4.28% for the six month ended June 30, 2014 primarily due to the $165.1 million increase in the average balance of the loan portfolio during the six months ended June 30, 2015.
Average interest-bearing liabilities increased by $34.4 million or 5.0% to $716.3 million for the six month period ended June 30, 2015 compared to $681.9 million for the six months ended June 30, 2014 due primarily to increases in Money Market and NOW Accounts and Borrowed Funds. The total cost of interest-bearing liabilities decreased by 3 basis points to 0.65% for the six months ended June 30, 2015 from 0.68% for the six months ended June 30, 2014.



41



Provision for Loan Losses
Three months ended June 30, 2015 compared to three months ended June 30, 2014
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 the local real estate market conditions.  On the basis of this evaluation process, the insignificant level of net charge-offs, the Bank's stable loan quality trends over the last four quarters and management's judgment that the loan loss reserve factors should be reduced to reflect these trends, the Company did not record a provision for loan losses for the three months ended June 30, 2015. The loan loss reserve factors were reduced by five basis points (0.05%) across all loan portfolio segments. The lower loan loss reserve factors reduced the provision for loan losses for the second quarter of 2015 by approximately $320,000.
The provision for loan losses was $4.1 million for the three months ended June 30, 2014 and included $3.7 million for the full charge-off and replenishment of the allowance for the loss on a loan due to the fraudulent misrepresentations of a borrower and its principals.
At June 30, 2015, non-performing loans decreased by $210,000, or 4.3%, to $4.6 million from $4.8 million at December 31, 2014 and the ratio of non-performing loans to total loans was 0.61% at June 30, 2015 compared to 0.74% at December 31, 2014.  
Six months ended June 30, 2015 compared to six months ended June 30, 2014
The provision for loan losses was $500,000 for the six months ended June 30, 2015 compared to $4.6 million for the six months ended June 30, 2014. The lower provision for loan losses for the first six months of 2015 reflected a significantly lower level of net charge-offs of $74,000 compared to net charge-offs of $4.2 million for the first six months of 2014. The higher level of net charge-offs in the 2014 period included $3.7 million of net charge-offs related to the loss on a loan due to fraudulent misrepresentations described above. Non-performing loans declined to $4.6 million at June 30, 2015 compared to $4.8 million at December 31, 2014 and $8.3 million at June 30, 2014.
 
Non-Interest Income
Three months ended June 30, 2015 compared to three months ended June 30, 2014
Total non-interest income for the three months ended June 30, 2015 was $1.6 million, an increase of $358,000, or 28.4%, compared to non-interest income of $1.3 million for the three months ended June 30, 2014. This increase was due principally to higher gains on the sale of loans.
Service charge revenues decreased to $190,000 for the three months ended June 30, 2015 from $267,000 for the three months ended June 30, 2014. This decrease was the result of a lower volume of uncollected funds and overdraft fees collected on deposit accounts during the second quarter of 2015 compared to the second quarter of 2014.
Gain on sales of loans originated for sale increased by $565,000 to $832,000 for the three months ended June 30, 2015 compared to $267,000 for the three months ended June 30, 2014.  The Bank sells both loans guaranteed by the Small Business Administration (“SBA”) and residential mortgage loans in the secondary market. SBA loan sales were $5.2 million and generated gains on sales of loans of $518,000, and SBA commercial loan originations were $3.6 million during the second quarter of 2015. Gains on the sale of SBA loans were $156,000 in the second quarter of 2014.
During the second quarter of 2015, the Bank’s residential mortgage banking operation originated $43.3 million of residential mortgages and sold $43.8 million of residential mortgage loans, which generated gains from the sales of loans of $314,000 compared to gains of $111,000 in the second quarter of 2014. At June 30, 2015, the pipeline of residential mortgage loans in process was $68.8 million. The current lower interest rate environment for mortgage loans resulted in higher demand for mortgage financings, which generated the higher volume of mortgage loan originations for the three months ended June 30, 2015 compared to the three months ended June 30, 2014.
Non-interest income also includes income from bank-owned life insurance (“BOLI”), which amounted to $143,000 for the three months ended June 30, 2015 compared to $149,000 for the three months ended June 30, 2014.
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

42



income decreased to $453,000 for the three months ended June 30, 2015 compared to $577,000 for the three months ended June 30, 2014 due to lower transaction activity.

Six months ended June 30, 2015 compared to six months ended June 30, 2014
Total non-interest income for the six months ended June 30, 2015 was $3.5 million, an increase of $649,000, or 22.4%, compared to non-interest income of $2.9 million for the six months ended June 30, 2014. This increase was due principally to higher gains on the sale of loans.
Service charge revenues decreased to $429,000 for the six months ended June 30, 2015 from $486,000 for the six months ended June 30, 2014. This decrease was the result of a lower volume of uncollected funds and overdraft fees collected on deposit accounts.
Gain on sales of loans originated for sale increased by $872,000 to $1.9 million for the six months ended June 30, 2015 compared to $1.0 million for the six months ended June 30, 2014.  The Bank sells both loans guaranteed by the SBA and residential mortgage loans in the secondary market. SBA loan sales were $11.9 million and generated gains on sales of loans of $1.2 million. SBA commercial loan originations were $13.3 million during the six months ended June 30, 2015. Gains on sales of SBA loans were $724,000 for the six months ended June 30, 2014.
For the six months ended June 30, 2015, the Bank’s residential mortgage banking operation originated $78.5 million of residential mortgages and sold $77.7 million of residential mortgage loans, which generated gains from the sales of loans of $677,000. Gains on sales of residential mortgages were $283,000 for the six months ended June 30, 2014.
Non-interest income also includes income from BOLI, which amounted to $276,000 for the six months ended June 30, 2015 compared to $278,000 for the six months ended June 30, 2014.
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 decreased to $962,000 for the six months ended June 30, 2015 compared to $1.1 million for the six months ended June 30, 2014 due to lower transaction activity.

Non-Interest Expense
Non-interest expenses were $7.6 million for the three months ended June 30, 2015, an increase of $1.0 million compared to $6.6 million for the second quarter of 2014, excluding the effect of the Rumson merger expense. Approximately $382,000 of the increase in non-interest expenses in the second quarter of 2015 reflected the write-down of one OREO property to the net realizable value of the contract for sale that was pending at June 30, 2015. The sale of this property was completed in July, 2015.
Non-interest expenses were $14.3 million for the six months ended June 30, 2015, an increase of $1.7 million, or 13.9%, compared to $12.5 million for the six months ended June 30, 2014, excluding the effect of the Rumson merger expense. As explained above, $382,000 of the increase for the six months ended June 30, 2015 reflects the write-down of one OREO property and approximately $233,000 of the increase reflects the inclusion of the former Rumson operations for the entire first quarter of 2015 compared to only a portion of the first quarter of 2014.
The following table presents the major components of non-interest expenses for the three and six months ended June 30, 2015 and 2014.

43



Non-interest Expenses
 
 
 
 
 
 
 
(Dollars in thousands)
Three months ended June 30,
 
Six months ended June 30,
 
2015

 
2014

 
2015

 
2014

Salaries and employee benefits
$
4,108

 
$
3,685

 
$
8,049

 
$
7,273

Occupancy expenses
859

 
839

 
1,800

 
1,665

Data processing services
306

 
312

 
625

 
628

FDIC insurance expense
180

 
185

 
370

 
335

Other real estate owned expenses
416

 
98

 
513

 
140

Merger-related expenses

 
109

 

 
1,532

Equipment expense
240

 
236

 
458

 
420

Marketing
73

 
84

 
203

 
154

Regulatory, professional and other fees
743

 
460

 
1,020

 
667

Directors’ fees
20

 
22

 
48

 
46

Amortization of intangible assets
116

 
121

 
224

 
224

Other expenses
541

 
555

 
948

 
968

Total
$
7,602

 
$
6,706

 
$
14,258

 
$
14,052

Three months ended June 30, 2015 compared to three months ended June 30, 2014
Salaries and employee benefits, which represent the largest portion of non-interest expenses, increased by $423,000, or 11.5%, to $4.1 million for the three months ended June 30, 2015 compared to $3.7 million for the three months ended June 30, 2014. The increase in salaries and employee benefits for the three months ended June 30, 2015 was a result of an increase in the number of employees, regular merit increases and increased health care costs. Full time equivalent employees at June 30, 2015 increased to 181 as compared to 179 full time equivalent employees at June 30, 2014.
Occupancy expenses increased by $20,000, or 2.4%, to $859,000 for the three months ended June 30, 2015 compared to $839,000 for the three months ended June 30, 2014.  The increase for the quarter ended June 30, 2015 compared to the quarter ended June 30, 2014 resulted primarily from an increase in building maintenance expense, which was partially offset by decreases in rent expense and leasehold depreciation expense.
The cost of data processing services decreased slightly to $306,000 for the three months ended June 30, 2015 from $312,000 for the three months ended June 30, 2014, reflecting the cost containment and operating scale obtained through the integration of the former Rumson operations.
FDIC insurance expense decreased to $180,000 for the three months ended June 30, 2015 compared to $185,000 for the three months ended June 30, 2014 primarily as a result of the lower assessment rate for FDIC insurance premiums. The assessment rate decreased during the second quarter of 2015 compared to 2014 due primarily to the lower level of charge-offs and non-performing assets and a higher ratio of net income before taxes to risk weighted assets in the second quarter of 2015 and the two immediately preceding quarters.
Other real estate owned expenses increased by $318,000 to $416,000 for the three months ended June 30, 2015 compared to $98,000 for the three months ended June 30 2014 primarily due to the write-down of $382,000 of one OREO property to the net realizable value of a contract for sale that was pending at June 30, 2015. At June 30, 2015, the Company held three properties with an aggregate value of $5.3 million as other real estate owned compared to one property with an aggregate value of $1.9 million at June 30, 2014.
Regulatory, professional and other fees increased by $283,000, or 61.5%, to $743,000 for the three months ended June 30, 2015 compared to $460,000 for the three months ended June 30, 2014 due to higher legal fees incurred in pursuing the potential recovery of the loss on a loan that was a result of fraudulent misrepresentations by the borrower and its principals. 
Other expenses decreased by $14,000 to $541,000 for the three months ended June 30, 2015 compared to $555,000 for the three months ended June 30, 2014 as a result of decreases in correspondent bank fees, maintenance agreements and ATM operating expenses.  All other expenses are also comprised of a variety of operating expenses, as well as expenses associated with lending activities.



44



Six months ended June 30, 2015 compared to six months ended June 30, 2014
Salaries and employee benefits, which represent the largest portion of non-interest expenses, increased by $776,000, or 10.7%, to $8.0 million for the six months ended June 30, 2015 compared to $7.3 million for the six months ended June 30, 2014. Approximately $115,000 of the increase was due to the inclusion of the former Rumson operations for the entire first quarter of 2015 compared to a portion of the first quarter of 2014. The balance of the increase in salaries and employee benefits was a result of an increase in the number of employees, regular merit increases and increased health care costs.
Occupancy expenses increased by $135,000, or 8.1%, to $1.8 million for the six months ended June 30, 2015 compared to $1.7 million for the six months ended June 30, 2014.  The increase in occupancy expense resulted primarily from an increase in building maintenance expense related to the costs of the five properties acquired in the Rumson merger in the first quarter of 2014, which was partially offset by decreases in rent expense and leasehold depreciation expense.
The cost of data processing services decreased slightly to $625,000 for the six months ended June 30, 2015 from $628,000 for the six months ended June 30, 2014, reflecting the cost containment and operating scale obtained through the integration of the former Rumson operations.
FDIC insurance expense increased to $370,000 for the six months ended June 30, 2015 compared to $335,000 for the six months ended June 30, 2014 primarily as a result of the increase in assets at June 30, 2015 compared to June 30, 2014.
Other real estate owned expenses increased by $373,000 to $513,000 for the six months ended June 30, 2015 compared to $140,000 for the six months ended June 30, 2014 primarily due to the write-down of one OREO property of $382,000 to the net realizable value of a contract for sale that was pending at June 30, 2015.
Regulatory, professional and other fees increased by $353,000, or 53%, to $1.0 million for the six months ended June 30, 2015 compared to $667,000 for the six months ended June 30, 2014 due to higher legal fees incurred in pursuing the potential recovery of the loss on a loan that was a result of fraudulent misrepresentations by the borrower and its principals.
Other expenses decreased $20,000 to $948,000 for the six months ended June 30, 2015 compared to $968,000 for the six months ended June 30, 2014 as a result of decreases in correspondent bank fees, maintenance agreements and ATM operating expenses.  All other expenses are also comprised of a variety of operating expenses, as well as expenses associated with lending activities.

Income Taxes
Three months ended June 30, 2015 compared to three months ended June 30, 2014
Pre-tax income increased to $3.4 million for the three months ended June 30, 2015 compared to a pre-tax loss of $1.2 million for the three months ended June 30, 2014.
The Company recorded income tax expense of $1.1 million for the three months ended June 30, 2015, which resulted in an effective tax rate of 32.4% compared to an income tax benefit of $728,000 and a net tax benefit rate of 62.3% for the three months ended June 30, 2014. The increase in income tax expense for the three months ended June 30, 2015 was primarily due to the significantly higher amount of pre-tax income in the period compared to the net loss before taxes for the three months ended June 30, 2014.  The high effective tax benefit rate for the three months ended June 30, 2014 was due primarily to the amount of tax-exempt income relative to the pre-tax loss for that quarter.


Six months ended June 30, 2015 compared to six months ended June 30, 2014
Pre-tax income increased to $6.7 million for the six months ended June 30, 2015 compared to a pre-tax loss of $480,000 for the six months ended June 30, 2014.
The Company recorded income tax expense of $2.2 million for the six months ended June 30, 2015, which resulted in an effective tax rate of 32.1% compared to an income tax benefit of $682,000 and a net tax benefit rate of 142% for the six months ended June

45



30, 2014. The high effective tax benefit rate for the six months ended June 30, 2014 was due primarily to the amount of tax exempt income relative to the pre-tax loss for the period.
Financial Condition
June 30, 2015 Compared with December 31, 2014
Total consolidated assets at June 30, 2015 were $1.05 billion, representing an increase of $90.1 million, or 9.4%, from total consolidated assets of $956.8 million at December 31, 2014.  The increase in assets was primarily attributable to a $104.2 million increase in loans, which was primarily funded by a $105.6 million increase in FHLB borrowings.
Cash and Cash Equivalents
Cash and cash equivalents at June 30, 2015 totaled $16.4 million compared to $14.5 million at December 31, 2014, an increase of $1.8 million or 12.5%. To the extent that the Bank did not utilize the funds for loan originations or securities purchases, the cash inflows accumulated in cash and cash equivalents.
Loans Held for Sale
Loans held for sale at June 30, 2015 were $9.2 million compared to $8.4 million at December 31, 2014. As indicated in the Consolidated Statements of Cash Flows, the amount of mortgage loans originated for sale was $78.5 million for the six months ended June 30, 2015 compared to $39.8 million for the six months ended June 30, 2014. The decrease in long-term market interest rates that occurred during late 2014 and continued into 2015 increased the demand for mortgage loan financings during 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.

46



Investment Securities
Investment securities represented approximately 20% of total assets at June 30, 2015 and approximately 23% of total assets at December 31, 2014. Total investment securities decreased $16.6 million, or 7.4%, to $207.2 million at June 30, 2015 from $223.8 million at December 31, 2014. Purchases of investment securities totaled $14.6 million during the six months ended June 30, 2015, and proceeds from calls, maturities and repayments totaled $30.1 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 more economically attractive returns.  At June 30, 2015, securities available for sale totaled $80.6 million, an increase of $415,000, or 0.5%, compared to securities available for sale totaling $80.2 million at December 31, 2014.
At June 30, 2015, the securities available for sale portfolio had net unrealized losses of $192,000 compared to net unrealized gains of $427,000 at December 31, 2014.  These unrealized gains (losses) 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, 2015, securities held to maturity were $126.7 million, a decrease of $16.9 million from $143.6 million at December 31, 2014.  The fair value of the held to maturity portfolio at June 30, 2015 was $130.3 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 mortgage warehouse lines, construction loans, commercial 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, 2015 and December 31, 2014.
Loan Portfolio Composition
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
December 31, 2014
Component
 
Amount
 
%
 
Amount
 
%
Construction loans
 
$
98,307

 
13
%
 
$
95,627

 
15
%
Residential real estate loans
 
42,826

 
6
%
 
46,446

 
7
%
Commercial business
 
107,529

 
14
%
 
110,771

 
17
%
Commercial real estate
 
205,487

 
27
%
 
198,211

 
30
%
Mortgage warehouse lines
 
279,664

 
37
%
 
179,172

 
27
%
Loans to individuals
 
23,329

 
3
%
 
23,156

 
4
%
Deferred loan costs
 
1,149

 
%
 
715

 
%
All other loans
 
215

 
%
 
199

 
%
 
 
$
758,506

 
100
%
 
$
654,297

 
100
%
The loan portfolio increased by $104.2 million, or 15.9%, to $758.5 million at June 30, 2015 compared to $654.3 million at December 31, 2014.
Mortgage warehouse lines outstanding increased $100.5 million, reflecting higher levels of residential mortgage originations by the Bank’s mortgage banking customers that was due to the seasonal home buying market and favorable residential mortgage market interest rates. The growth of this portfolio segment was the primary driver of the increase in the loan portfolio.
The Bank’s Mortgage Warehouse Funding Group offers 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.  Additionally, customers of the warehouse line of credit are required to maintain deposit relationships with the Bank that, on average, represent 10% to 12% of the loan balances.

47



Commercial business loans decreased slightly during the first six months of 2015. Commercial 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 $7.3 million, or 3.7% during the first six months of 2015. 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 increased $2.7 million, or 2.8%, during the first six months of 2015. 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 primarily and income producing properties secondarily. First mortgage construction loans are made to developers and builders primarily for single family homes or smaller multi-family buildings (less than ten units) 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.
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 the 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 increased $107,000 to $4.6 million at June 30, 2015 from $4.5 million at December 31, 2014.  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 loans to total loans decreased to 0.61% at June 30, 2015 from 0.74% at December 31, 2014 principally due to the increase in total loans.  Loan quality is considered to be sound. This was accomplished through quality loan underwriting, a

48



proactive approach to loan monitoring and aggressive workout strategies.
Non-Performing Assets and Loans
June 30,

 
December 31,

(Dollars in thousands)
2015

 
2014

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

 
$
317

Non-accrual  loans
4,630

 
4,523

Total non-performing loans
4,630

 
4,840

Other real estate owned
5,328

 
5,710

Other repossessed assets
66

 
66

Total non-performing assets
10,024

 
10,616

Performing troubled debt restructurings
3,954

 
3,925

Performing troubled debt restructurings and total non-performing assets
$
13,978

 
$
14,541

 
 
 
 
Non-performing loans to total loans
0.61
%
 
0.74
%
Non-performing loans to total loans excluding mortgage warehouse lines
0.97
%
 
1.02
%
Non-performing assets to total assets
0.96
%
 
1.11
%
Non-performing assets to total assets excluding mortgage warehouse lines
1.31
%
 
1.37
%
Total non-performing assets and performing troubled debt restructurings to total assets
1.34
%
 
1.52
%
Non-performing assets decreased by $592,000 to $10.0 million at June 30, 2015 from $10.6 million at December 31, 2014.  Other real estate owned totaled $5.3 million at June 30, 2015 compared to $5.7 million at December 31, 2014.  At June 30, 2015, one OREO property with a carrying amount of $1.4 million was under contract for sale. The sale of the property was completed in July, 2015.
At June 30, 2015, the Bank had ten loans totaling $4.5 million which were troubled debt restructurings.  Three of these loans totaling $480,000 are included in the above table as non-accrual loans; the remaining seven loans totaling $4.0 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 in the Rumson merger with evidence of deteriorated credit quality of $2.0 million at June 30, 2015 were not classified as non-performing loans.
Non-performing assets represented 0.96% of total assets at June 30, 2015 and 1.11% of total assets at December 31, 2014.
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 loans to determine the steps necessary to induce the borrower to cure the delinquency and restore the loan to a current status. Also, 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 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.
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

49



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 which includes a specific reserve for impaired loans, an allocated reserve, and an unallocated portion.
When analyzing groups of loans under ASC 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 nonaccruals
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 nonaccrual status.  Loans classified as a loss are considered uncollectible and are charged-off against the allowance for loan losses.
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 loans outstanding 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.

50



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. Additionally, customers of the warehouse lines of credit are required to maintain deposit relationships with the Bank that, on average, represent 10% to 12% of the loan balances.
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 nonaccruals, 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.
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

51



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,

 
 
2015

 
2014

 
2014

Balance, beginning of period
 
$
6,925

 
$
7,039

 
$
7,039

Provision charged to operating expenses
 
500

 
5,750

 
4,600

Loans charged off :
 
 
 
 
 
 
Construction loans
 

 

 

Residential real estate loans
 

 
(15
)
 

Commercial and commercial real estate
 
(88
)
 
(5,906
)
 
(4,225
)
Loans to individuals
 

 
(1
)
 

Lease financing
 

 

 

All other loans
 

 

 

 
 
(88
)
 
(5,922
)
 
(4,225
)
Recoveries
 
 
 
 
 
 
Construction loans
 

 

 

Residential real estate loans
 

 

 

Commercial and commercial real estate
 
12

 
58

 
4

Loans to individuals
 
2

 

 

Lease financing
 

 

 

All other loans
 

 

 

 
 
14

 
58

 
4

Net charge offs
 
(74
)
 
(5,864
)
 
(4,221
)
Balance, end of period
 
$
7,351

 
$
6,925

 
$
7,418

Loans :
 
 
 
 
 
 
At period end
 
$
758,506

 
$
654,297

 
$
635,460

Average during the period
 
671,152

 
563,379

 
506,049

Net charge offs to average loans outstanding
 
(0.01
)%
 
(1.04
)%
 
(0.83
)%
Net charge offs to average loans outstanding, excluding
 
 
 
 
 
 
mortgage warehouse loans
 
(0.02
)%
 
(1.33
)%
 
(1.12
)%
Allowance for loan losses to :
 
 
 
 
 
 
 Total loans at period end
 
0.97
 %
 
1.06
 %
 
1.17
 %
   Total loans at period end excluding mortgage warehouse
   loans
 
1.30
 %
 
1.27
 %
 
1.44
 %
 Non-performing loans
 
158.78
 %
 
143.10
 %
 
89.26
 %
 
 
 
 
 
 
 

52



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, 2015 and December 31, 2014, 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, 2015
 
December 31, 2014
 
 
Amount
 
ALL
as a %
of Loans
 
% of
Loans
 
Amount
 
ALL
as a %
of Loans
 
% of
Loans
Commercial and Commercial real
estate
 
$
4,104

 
1.31
%
 
41
%
 
4,154

 
1.34
%
 
48
%
Construction loans
 
1,090

 
1.11
%
 
13
%
 
1,215

 
1.27
%
 
15
%
Residential real estate loans
 
202

 
0.47
%
 
6
%
 
197

 
0.42
%
 
7
%
Loans to individuals
 
122

 
0.52
%
 
3
%
 
131

 
0.57
%
 
3
%
Subtotal
 
5,518

 
1.16
%
 
63
%
 
5,697

 
1.20
%
 
73
%
Mortgage warehouse lines
 
1,119

 
0.40
%
 
37
%
 
896

 
0.50
%
 
27
%
Unallocated reserves
 
714

 

 

 
332

 

 

Total
 
$
7,351

 
0.97
%
 
100
%
 
$
6,925

 
1.06
%
 
100
%
The Company did not record a provision for loan losses for the three months ended June 30, 2015 compared to a provision in the amount of $4.1 million for the three months ended June 30, 2014.   No provision for loan losses was recorded in the second quarter of 2015 due to the insignificant level of net charge-offs, the Bank's stable loan quality trends over the last four quarters and management’s judgment that the loan loss reserve factors should be reduced to reflect the strengthening economic conditions in the Bank’s markets, the Bank's stable loan quality trends and the level of estimated potential loss in the loan portfolio.  Net charge-offs amounted to $13,000 for the three months ended June 30, 2015.
At June 30, 2015, the allowance for loan losses was $7.4 million, a $426,000 increase from the allowance for loan losses at December 31, 2014. As a percentage of total loans, the allowance was 0.97% at the end of the second quarter of 2015 and 1.06% at year end 2014.   The allowance for loan losses was 159% of non-accrual loans at June 30, 2015 compared to 153% of non-accrual loans at December 31, 2014. 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.

With respect to the remaining acquired Rumson loans of $103 million at June 30, 2015, the remaining accretable general credit discount was $873,000 and the non-accretable credit discount was $546,000.

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 being on the building and expanding of long-term relationships.

The following table summarizes deposits at June 30, 2015 and December 31, 2014.
(Dollars in thousands)
 
 
 
 
 
 
June 30, 2015
 
December 31, 2014
Demand
 
 
 
 
Non-interest bearing
 
$
161,029

 
$
162,281

Interest bearing
 
290,595

 
297,679

Savings
 
191,113

 
190,817

Time
 
155,351

 
166,984

 
 
$
798,088

 
$
817,761

At June 30, 2015, total deposits were $798.1 million, a decrease of $19.7 million, or 2.4%, from $817.8 million at December 31, 2014.  The decrease in deposits was due primarily to the outflow of municipal deposits acquired in the Rumson merger and a decrease in certificates of deposit.

53



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 $130.7 million at June 30, 2015, consisting of $110.2 million in overnight borrowings from the FHLB and $20.5 million of long-term FHLB borrowings, compared to $25.1 million at December 31, 2014, consisting of $4.4 million of overnight borrowings from the FHLB and $20.7 million of long-term FHLB borrowings. Two long term FHLB fixed rate convertible advances were assumed by the Bank as a result of the Rumson merger. These two advances total $10.0 million and bear interest at 4.11% and 4.63%, respectively. As a result of acquisition accounting, the two advances were fair valued and a premium of $1.0 million was assigned. The premium is amortized over the remaining term of the borrowings. The two advances had a carrying amount of $10.5 million at June 30, 2015.
The Bank also has a fixed rate convertible advance from the FHLB in the amount of $10.0 million that bears interest at the rate of 4.08%.  This advance may be called by the FHLB quarterly at the option of the FHLB if rates rise and the rate earned by the FHLB is no longer a “market” rate.  This advance is fully secured by marketable securities.
Shareholders’ Equity and Dividends
Shareholders’ equity increased by $4.4 million, or 5.1%, to $91.5 million at June 30, 2015 from $87.1 million at December 31, 2014.  Tangible book value per common share increased by $0.59 to $10.39 at June 30, 2015 from $9.80 at December 31, 2014.   The ratio of average shareholders’ equity to total average assets was 9.10% at June 30, 2015 compared to 8.62% at December 31, 2014.
Shareholders’ equity increased $4.4 million due to net income of $4.6 million, $24,000 from the exercise of stock options and $326,000 in share based compensation for the six months ended June 30, 2015. Partially offsetting these increases was a decline in accumulated other comprehensive income of $475,000 during the period.
In lieu of cash dividends to common shareholders, the Company (and its predecessor, the Bank) had declared a common stock dividend every year (except 2013 and 2014) since 1992 and has paid such dividends every year since 1993 (except 2014 due to the acquisition of Rumson).   On February 20, 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 March 16, 2015, which was paid on April 6, 2015.  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."
In 2005, the Company’s board of directors authorized a common stock repurchase program that allows for the repurchase of a limited number of the Company’s shares at management’s discretion on the open market. The Company undertook this repurchase program in order to increase shareholder value. Disclosure of repurchases of Company shares made during the quarter ended June 30, 2015 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, 2015 and December 31, 2014 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, 2015
 
 
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
 
$
79,483

 
8.72%
 
$
40,999

 
>4.5%
 
N/A
 
N/A
Total Capital to Risk Weighted Assets
 
104,835

 
11.51%
 
72,888

 
>8%
 
N/A
 
N/A
Tier 1 Capital to Risk Weighted Assets
 
97,483

 
10.70%
 
54,666

 
>6%
 
N/A
 
N/A
Tier 1 Leverage Capital
 
97,483

 
10.00%
 
38,987

 
>4%
 
N/A
 
N/A
Bank
 
 
 
 
 
 
 
 
 
 
 
 
Common equity Tier 1 (CET1)
 
$
95,191

 
10.45%
 
$
40,999

 
>4.5%
 
$
59,221

 
≥6.5%
Total Capital to Risk Weighted Assets
 
102,542

 
11.25%
 
72,888

 
>8%
 
91,110

 
≥10%
Tier 1 Capital to Risk Weighted Assets
 
95,191

 
10.45%
 
54,666

 
>6%
 
72,888

 
≥8%
Tier 1 Leverage Capital
 
95,191

 
9.77%
 
38,987

 
>4%
 
48,734

 
>5%

54



As of December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk Weighted Assets
 
$
98,309

 
12.28%
 
$
64,045

 
>8%
 
N/A
 
N/A
Tier 1 Capital to Risk Weighted Assets
 
91,384

 
11.41%
 
32,023

 
>4%
 
N/A
 
N/A
Tier 1 Leverage Capital
 
91,384

 
9.53%
 
38,348

 
>4%
 
N/A
 
N/A
Bank
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk Weighted Assets
 
$
96,048

 
12.00%
 
$
64,045

 
>8%
 
$
80,056

 
>10%
Tier 1 Capital to Risk Weighted Assets
 
89,123

 
11.13%
 
32,023

 
>4%
 
48,034

 
>6%
Tier 1 Leverage Capital
 
89,123

 
9.30%
 
38,348

 
>4%
 
47,935

 
>5%
In July 2013, the Federal Reserve Board and the FDIC approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised standards of Basel III and address relevant provisions of the Dodd-Frank Act.  The Federal Reserve Board’s final rules and the FDIC’s interim final rules 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”). Under Basel III Capital Rules, the initial minimum capital ratios effective as of January 1, 2015 are as follows: common equity Tier 1 (CET1) ratio of 4.5% of risk-weighted assets, Tier 1 capital ratio of 6% of risk weighted assets, total capital to risk-weighted assets of 8% and Tier 1 leverage ratio of 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 will be phased in beginning January 1, 2016 at 0.625% of common equity Tier 1 capital to risk-weighted assets and would increase by that amount until fully implemented in January 2019 at 2.50% of common equity Tier 1 capital to risk-weighted assets.
At June 30, 2015, 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.

55



Liquidity
At June 30, 2015, 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 from mortgage-backed securities.  On the liability side, the primary source of liquidity is the ability to generate core deposits.  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 $523.5 million, of its total assets at June 30, 2015.  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, 2015, the Bank pledged collateral to the FHLB to support additional borrowings of $41.8 million. The Bank also maintains an unsecured federal funds line of $25.0 million with a correspondent bank.
The Consolidated Statements of Cash Flows present the changes in cash from operating, investing and financing activities.  At June 30, 2015, the balance of cash and cash equivalents was $16.4 million.
Net cash provided by operating activities totaled $5.2 million for the six months ended June 30, 2015 compared to net cash provided by operating activities of $7.0 million for the six months ended June 30, 2014.  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, 2015 was less than net cash provided by operating activities for the six months ended June 30, 2014 due to lower net proceeds from sales and origination of loans in 2015 compared to 2014.
Net cash used in investing activities totaled $89.4 million for the six months ended June 30, 2015 compared to net cash used in investing activities of $83.8 million for the six months ended June 30, 2014. The primary use of cash for the first six months of 2015 was the net increase of loans of $104.2 million compared to a net increase in loans of $122.9 million for the first six months of 2014. Net cash received from the acquisition of Rumson of $21.4 million reduced the net cash used for the first six months of 2014.
Net cash provided by financing activities was $85.9 million for the six months ended June 30, 2015 compared to $30.7 million for the six months ended June 30, 2014.  The primary source of funds for the 2015 period was  the increase in borrowed funds of $105.6 million, which was partially offset by the decrease in deposits of $19.7 million, compared to the $38.9 million increase in borrowings, which was partially offset by the decrease in deposits of $8.2 million for the 2014 period.
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, 2015 and June 30 2014, prepayments and maturities of investment securities totaled $30.1 million and $25.9 million, respectively.  Another source of liquidity is the loan portfolio, which provides a flow of payments and maturities.

56



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 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. 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, 2015, sensitivity to interest rate risk was as follows:
(Dollars in thousands)
 
Next 12 Months
Net Interest Income
 
Economic Value of Equity
Interest Rate Change in Basis
Points
 
$ Change
 
% Change
 
$ Change
 
% Change
+300
 
$3,217
 
8.0%
 
$1,554
 
1.25%
+200
 
1,857
 
4.6%
 
1,272
 
1.03%
 
 
—%
 
 
—%
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 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, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

57



PART II. OTHER INFORMATION
Item 2.                    Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
On July 21, 2005, the Company's Board of Directors authorized a stock repurchase program under which the Company may repurchase up to 5% of its common shares outstanding at that date in open market or privately negotiated transactions.  The Company undertook this repurchase program in order to increase shareholder value. The following table provides common stock repurchases made by or on behalf of the Company during the three months ended June 30, 2015.
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, 2015
April 30, 2015
 
 

 
 
127,956

May 1, 2015
May 31, 2015
 
783
 
$11.50
 
783
 
127,173

June 1, 2015
June 30, 2015
 
93
 
$12.49
 
93
 
127,080

Total
 
876
 
$12.63
 
876
 
127,080

(1)
The Company’s common stock repurchase program covers a maximum of 237,115 shares of common stock of the Company, representing 5% of the outstanding common stock of the Company on July 21, 2005, as adjusted for subsequent common stock dividends.

58



Item 6.   Exhibits.
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.


59



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 12, 2015         
By:
/s/ ROBERT F. MANGANO
 
 
 
Robert F. Mangano
 
 
 
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
Date: August 12, 2015   
By:
/s/ STEPHEN J. GILHOOLY 
 
 
 
Stephen J. Gilhooly
 
 
 
Senior Vice President, Treasurer and Chief Financial Officer
 
 
 
(Principal Financial Officer)
 


60



1ST CONSTITUTION BANCORP
FORM 10-Q
Index to Exhibits


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.

 


61