CBNJ Cape Bancorp, Inc.

Report of Independent Registered Public Accounting Firm

 

The Cape Bancorp, Inc. Compensation Committee

 

Cape Bank Employees’ Savings & Profit Sharing Plan and Trust:

 

We have audited the accompanying statements of net assets available for benefits of the Cape Bank Employees’ Savings & Profit Sharing Plan and Trust (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended December 31, 2013 and 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2013, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

/s/ParenteBeard LLC

Philadelphia, Pennsylvania

June 19, 2014

 

 

 

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Notes to Financial Statements

 

December 31, 2013 and 2012

 

 

(1)	Description of Plan

 

The following description of Cape Bank Employees’ Savings & Profit Sharing Plan and Trust (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

(a)

General

 

The Plan was established on November 1, 2007 and is a defined contribution plan covering all full-time employees of Cape Bank (Bank) who have completed three months of service and are age twenty one or older. Participants are eligible to receive employer contributions upon completion of one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Bank is a wholly owned subsidiary of Cape Bancorp, Inc.

 

(b)	Contributions

 

Each year, participants may contribute up to 30% of pretax annual compensation, as defined in the Plan document and subject to certain limitations. Participants who have attained age 50 by the close of the Plan year are also eligible to make catch-up contributions under Internal Revenue Code Section 414(v). Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Effective January 1, 2012, the Bank amended the Plan to eliminate the matching contribution formula and replaced it with a discretionary form of matching contribution and also was amended to allow for Roth Deferrals by participants. Additional profit sharing amounts may be contributed at the option of the Bank’s board of directors. In 2013, the Bank contributed 100% of the first 2% of eligible compensation that participants contributed to the Plan. Contributions are subject to certain limitations. Plan participants direct the investment of their contributions and the Bank contributions (if applicable) into the various investment options offered by the Plan. In 2012, the Bank did not make a profit sharing contribution.

(c)	Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and an allocation of (a) the Bank’s contributions, b) Plan earnings, and charged with an allocation of administrative expense and c) forfeitures of employer profit sharing contributions, and is charged with his or her withdrawals. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Each participant directs the investment of his or her account to any of the investment options available under the Plan.

 

(d)	Retirement, Death and Disability

 

A participant is entitled to 100% of his or her account balance upon retirement, death or disability.

 

(e)

Vesting

 

Participants are immediately 100% vested in their contributions plus actual earnings, plus all employer matching and profit sharing contributions thereon.

 

 

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(Continued)

 

 

 

 

CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

 

(f)	Payment of Benefits

 

On termination of service due to death, disability, retirement, or other termination of employment, a participant may elect to receive a lump-sum amount, installment payments or distributions in kind of Bank stock equal to the value of the participant’s vested interest in his or her account.

 

(g)	Notes Receivable from Participants (Participant Loans)

 

Participants may borrow from their accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. Loan transactions are treated as a transfer to (from) the investment account from (to) notes receivable from participants. The loans are secured by the balance in the participant’s account and bear interest at rates that are commensurate with local prevailing rates as determined monthly by the Plan administrator and all loans were 4.25% at December 31, 2013. Principal and interest are paid through payroll deductions.

 

(2)	Summary of Significant Accounting Policies

 

(a)	Basis of Accounting

 

The financial statements of the Plan are prepared on the accrual basis of accounting.

 

(b)	Investment Valuation and Income Recognition

 

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for a discussion of fair value measurements

 

The Plan’s investments are reported at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

(c)	Fully Benefit-Responsive Investment Contracts

 

While Plan investments are presented at fair value in the statements of net assets available for benefits, any material difference between the fair value of the Plan’s indirect interests in fully benefit-responsive investment contracts and their contract value is presented as an adjustment line in the statements of net assets available for benefits, because contract value is the relevant measurement attribute for that portion of the Plan’s net assets available for benefits. Contract value represents contributions made to a contract, plus earnings, less participant withdrawals and administrative expenses. Participants in fully benefit-responsive contracts may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The Plan holds an indirect interest in such contracts through its investment in the Invesco Stable Value Fund – Pentegra Share Class (“Stable Value Fund”). The average yield of the Stable Value Fund for the years ending December 31, 2013 and 2012 was 1.26% and .88%, respectively, and the average yield earned by the Stable

 

 

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(Continued)

 

CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

 

Value Fund that reflects actual interest credited to participants for the year ended December 31, 2013 and 2012 was 1.45% and 1.82%, respectively.

 

(d)	Payment of Benefits

 

Benefits are recorded when paid.

 

(e)

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.

 

(f)	Risks and Uncertainties

 

The Plan holds various investment securities. Investment securities are exposed to various risks such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the fair values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

(g)	Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are recorded as distributions based upon the terms of the Plan document.

 

(h)	Concentration of Credit Risk

 

At December 31, 2013 and 2012, approximately 10.48% and 13.31% of the Plan’s assets were invested in Cape Bancorp, Inc. common stock.

 

(3)	Rights upon Plan Termination

 

Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

 

 

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(Continued)

 

CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

(4)	Investments

 

Reliance Trust Company, the custodian of the Plan, held investment assets and executed transactions during the Plan year.

 

The following presents the fair values of investments that represent 5% or more of the Plan’s net assets available for benefits.

 

								December 31
								2013		2012
	Cape Bancorp, Inc. common stock, 94,700 and							$    962,152		$ 1,075,931
		123,801 shares, respectively
	Common collective trust funds:
		Invesco Stable Value Fund-Pentegra Share Class
			(Contract Value: 2013 - $828,627; 2012 – $995,138)					838,777		1,033,103
		S&P Midcap Index Fund Series A						1,283,444		1,000,916
		S&P 500 Flagship SL Series Fund						974,097		1,108,975
		Short Term Investment Fund						761,651		455,828

 

 

During 2013 and 2012, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

						Year ended December 31
						2013		2012
Cape Bancorp common stock						$        (354)		$  100,215
Common collective trust funds						1,434,889		787,417
Net  appreciation						$ 1,434,535		$  887,632

 

 

(Continued)

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CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

 

 

(5)	Fair Value Measurement

 

FASB ASC Topic No. 820, Fair Value Measurement establishes a fair value framework which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

 

The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan.

 

Bank common stock and money market mutual fund: Investments in Bank common stock and in the Federated Government Obligation money market fund are stated at fair value as determined by quoted market prices (Level 1 inputs).

 

 

 

 

 

 

 

(Continued)

 

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CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

 

Common collective trust funds: The fair values of participation units held in common collective trust funds are based on their net asset values, as reported by the managers and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The investment goals of are as follows:

 

·	Target retirement funds target retirement dates that provide an age-based investment mix of stocks, bonds and short-term investments. The funds seek high total return until the target retirement dates and high income and capital appreciation thereafter.

·	Equity funds investment goal are a total return before fees and expenses that corresponds to the total return of the index.

·	Fixed Income funds seek to maximize total return, consistent with preservation of capital by investing in intermediate-term, investment grade bonds.

 

·	Non Lending Funds objective is to maximize total return with a risk level that is appropriate for the fund's particular time frame

·

The fair values of interests in stable value fund, Invesco Stable Value Fund, are based upon the net asset values of such funds reflecting all investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported by the fund managers. The investment goal of the Invesco Stable Value Fund is to preserve principal and interest while maximizing current income by investing in fixed income securities, bonds GICs and other CCTs.

 

The trusts are valued at net asset value per share and have no unfunded commitments or significant redemption restrictions.

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods 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 fair value measurement at the reporting date.

 

(Continued)

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CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

Investments measured at fair value on a recurring basis as of December 31, 2013 and 2012 are summarized below:

 

		Fair value measurements
		at December 31, 2013 using
		Quoted
		prices in		Significant
		active markets		other		Significant
		for identical		observable		unobservable
		assets		inputs		inputs
		(Level 1)		(Level 2)		(Level 3)		Total
Cape Bancorp, Inc. common
stock		$           962,152		$                   -		$                    -		$        962,152
Federated government
obligation fund		48,302		-		-		$          48,302
Common collective trusts:								$                    -
Fixed income		-		1,943,443		-		$     1,943,443
Equity		-		3,581,970		-		$     3,581,970
Stable value fund		-		838,777		-		$        838,777
Target retirement		-		798,566		-		$        798,566
Nonlending funds		-		621,995		-		$        621,995
Total investments, at fair value		$        1,010,454		$    7,784,751		$                    -		$     8,795,205
		Fair value measurements
		at December 31, 2012 using
		Quoted
		prices in		Significant
		active markets		other		Significant
		for identical		observable		unobservable
		assets		inputs		inputs
		(Level 1)		(Level 2)		(Level 3)		Total
Cape Bancorp, Inc. common
stock		$        1,075,931		$                   -		$                    -		$     1,075,931
Federated government
obligation fund		56,971		-		-		56,971
Common collective trusts:
Fixed income		-		1,638,827		-		1,638,827
Equity		-		3,248,744		-		3,248,744
Stable value fund		-		1,033,103		-		1,033,103
Target retirement		-		633,346		-		633,346
Nonlending funds		-		398,767		-		398,767
Total investments, at fair value		$        1,132,902		$    6,952,787		$                    -		$     8,085,689

 

 

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(Continued)

 

CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

 

SHARING PLAN AND TRUST

 

Notes to Financial Statements

 

December 31, 2013 and 2012

 

 

(6)	Party-In-Interest Transactions

 

Parties-in-interest are defined under Department of Labor (DOL) regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. The Plan holds common collective trust funds managed by State Street Global Advisors (SSGA), the Plan’s investment manager and Reliance Trust Company, the Plan’s custodian, which qualify as party-in-interest transactions.

 

The Plan also holds shares of Cape Bancorp, Inc. common stock (note 4).

 

Notes receivable from the participants held by the Plan are also considered party-in-interest transactions.

 

Certain administrative functions are performed by officers or employees of the Bank. No such officer or employee receives compensation from the Plan.

 

Certain professional fees for the administration of the Plan were paid by the Bank on behalf of the Plan. During 2013 and 2012, fees of $2,733 and $3,053, were paid by the Plan to Reliance Trust Company, custodian of the Plan, fees of $46,494 and $45,092,  were paid by the Plan to Pentegra Services, Inc., Plan recordkeeper, and fees of $4,221 and $3,803, respectively, were paid by the Plan to SSGA, investment manager, which represent party-in-interest transactions.

 

(7)	Tax Status

 

The Internal Revenue Service issued an opinion letter dated September 30, 2008 indicating that the prototype adopted by the Plan, as then designed, was in compliance with applicable requirements of the internal Revenue Code (IRC). Although the Plan has been amended from the original prototype document, Plan management believes that the Plan is currently being operated in accordance with the IRC.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statement. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator received correspondence from the Department of Labor (“DOL”) dated October 30, 2013 that their audits for tax years 2008, 2009, 2009, 2011, 2012 and 2013 are closed. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

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(Continued)

 

CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

SHARING PLAN AND TRUST

Notes to Financial Statements

 

December 31, 2013 and 2012

 

(8)	Subsequent Events

 

Effective January 1, 2014, (1) the Plan changed trustees and transferred the assets of the Plan to Principal Financial Group and (2) the Plan’s provisions were restated. Participants should refer to the restated Plan document for a more complete description of the Plan’s restated provisions.

 

 

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SUPPLEMENTARY INFORMATION

 

 

 

 

 

 

 

 

 

 

 

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CAPE BANK EMPLOYEES’ SAVINGS & PROFIT

SHARING PLAN AND TRUST

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2013

Name of Plan Sponsor: Cape Bank

Employer Identification Number: 21-0600992

Three-digit Plan Number: 003

(c)

Description of investment

(b)

including maturity date,

(e)

Identity of issue, borrower,

rate of interest, collateral,

(d)

Current

(a)

lessor, or similar party

par or maturity value

Cost

value

*

Cape Bancorp, Inc. Common Stock

Common Stock

#

$

962,152

Federated Government Obligation Fund

Money Market Fund

#

48,302

Common collective trust funds:

*

State Street Bank and Trust

Company

Short Term Investment Fund

#

761,651

*

State Street Bank and Trust

S&P 500 Flagship Non Lending  Fund

Company

Series A

#

974,097

*

State Street Bank and Trust

Long US Treasury Index Non Lending

Company

Series Fund Cl A

#

295,411

*

State Street Bank and Trust

Company

S&P Value Index SL Series Fund

#

265,084

*

State Street Bank and Trust

Invesco Stable Value Fund -

Company

Pentegra Share Class **

#

838,777

*

State Street Bank and Trust

Conservative Strategic

Company

Balanced SL Fund

#

190,356

*

State Street Bank and Trust

Company

Moderate Strategic Balanced SL Fund

#

201,091

*

State Street Global Advisors

Aggressive Strategic

Company

Balanced SL Fund

#

135,348

*

State Street Bank and Trust

Company

e

S&P 500 Growth Index SL Series Fund

#

449,143

*

State Street Bank and Trust

Company

S&P MidCap Index  Fund Series A

#

1,283,444

*

State Street Bank and Trust

Company

Russell 2000 Index  Fund Series A

#

400,320

*

State Street Bank and Trust

Daily EAFE Index Non Lending Series

Company

Fund Class A

#

339,618

*

State Street Bank and Trust

REIT Index Non-Lending

Company

Series Fund

#

164,936

SIGNATURES

The Plan.   Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

		CAPE BANK EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUST
Date:  June 19, 2014	By:	/s/ Guy Hackney
		Guy Hackney
		Executive Vice President and Chief Financial Officer