Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

FORM 10-Q

 

(Mark one)

 

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2016

 

OR

 

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                            to                           

 

Commission file number:  001-34089

 

BANCORP OF NEW JERSEY, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

20-8444387

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

1365 Palisade Ave, Fort Lee, New Jersey

 

07024

(Address of principal executive offices)

 

(Zip Code)

 

(201) 944-8600

(Registrant’s telephone number, including area code)

 

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   x   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   x   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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):  Yes   o   No   x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of  August 1, 2016 there were 6,300,041 outstanding shares of the issuer’s class of common stock, no par value.

 

 

 



Table of Contents

 

INDEX

 

 

 

PAGE

 

 

Part I           Financial Information

 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

Unaudited Consolidated Statements of Financial Condition — June 30, 2016 and December 31, 2015

3

 

 

 

 

Unaudited Consolidated Statements of Income - Three Months Ended June 30, 2016 and 2015

4

 

 

 

 

Unaudited Consolidated Statements of Income — Six Months Ended June 30, 2016 and 2015

5

 

 

 

 

Unaudited Consolidated Statements of Comprehensive Income- Three and Six Months Ended June 30, 2016 and 2015

6

 

 

 

 

Unaudited Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015

7

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

37

 

 

 

Item 4.

Controls and Procedures

37

 

 

 

Part II         Other Information

 

 

 

 

Item 1.

Legal Proceedings

38

 

 

 

Item 1A.

Risk Factors

38

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

 

 

 

Item 3.

Defaults Upon Senior Securities

38

 

 

 

Item 4.

Mine Safety Disclosures

38

 

 

 

Item 5.

Other Information

38

 

 

 

Item 6.

Exhibits

38

 

 

 

Signatures

 

39

 

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BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share data)

 

 

 

June 30, 2016

 

December 31, 2015

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

3,982

 

$

2,238

 

Interest bearing deposits

 

82,815

 

71,497

 

Federal funds sold

 

453

 

454

 

Total cash and cash equivalents

 

87,250

 

74,189

 

 

 

 

 

 

 

Interest bearing time deposits

 

1,000

 

1,000

 

 

 

 

 

 

 

Securities available for sale

 

58,680

 

64,750

 

Securities held to maturity (fair value approximates $5,096 and $5,829, at June 30, 2016 and December 31, 2015, respectively)

 

5,096

 

5,829

 

Restricted investment in bank stock, at cost

 

2,580

 

2,020

 

 

 

 

 

 

 

Loans receivable

 

654,882

 

645,062

 

Deferred loan fees and unamortized costs, net

 

(437

)

(381

)

Less: allowance for loan losses

 

(8,226

)

(8,020

)

Net loans

 

646,219

 

636,661

 

Premises and equipment, net

 

12,375

 

10,500

 

Accrued interest receivable

 

2,271

 

2,305

 

Other real estate owned

 

614

 

512

 

Other assets

 

5,311

 

5,154

 

TOTAL ASSETS

 

$

821,396

 

$

802,920

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Deposits

 

 

 

 

 

Noninterest bearing

 

$

146,399

 

$

117,919

 

Savings and interest bearing transaction accounts

 

250,484

 

232,456

 

Time deposits under $250K

 

163,757

 

192,560

 

Time deposits $250K and over

 

144,521

 

157,804

 

Total deposits

 

705,161

 

700,739

 

Borrowed funds

 

38,281

 

26,529

 

Accrued interest payable and other liabilities

 

2,527

 

2,499

 

TOTAL LIABILITIES

 

745,969

 

729,767

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, no par value, authorized 20,000,000 shares; issued and outstanding 6,267,041 and 6,240,241 at June 30, 2016 and December 31, 2015, respectively

 

60,922

 

60,509

 

Retained earnings

 

14,512

 

12,940

 

Accumulated other comprehensive loss

 

(7

)

(296

)

Total stockholders’ equity

 

75,427

 

73,153

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

821,396

 

$

802,920

 

 

See accompanying notes to unaudited consolidated financial statements

 

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BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF  INCOME

(in thousands, except per share data)

 

 

 

For the Three Months Ended June 30,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

INTEREST INCOME

 

 

 

 

 

Loans, including fees

 

$

7,467

 

$

7,844

 

Securities

 

198

 

219

 

Federal funds sold and other

 

109

 

40

 

TOTAL INTEREST INCOME

 

7,774

 

8,103

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

Savings and interest bearing transaction accounts

 

373

 

306

 

Time deposits

 

1,238

 

1,618

 

Borrowed funds

 

115

 

119

 

TOTAL INTEREST EXPENSE

 

1,726

 

2,043

 

 

 

 

 

 

 

NET INTEREST INCOME

 

6,048

 

6,060

 

Provision for loan losses

 

150

 

413

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

5,898

 

5,647

 

NON-INTEREST INCOME

 

 

 

 

 

Fees and service charges

 

105

 

94

 

Losses on sales of securities

 

 

(10

)

TOTAL NON-INTEREST INCOME

 

105

 

84

 

 

 

 

 

 

 

NON-INTEREST EXPENSE

 

 

 

 

 

Salaries and employee benefits

 

2,201

 

1,910

 

Occupancy and equipment expense

 

647

 

741

 

FDIC premiums and related expenses

 

270

 

159

 

Legal fees

 

98

 

45

 

Other real estate owned expenses

 

69

 

9

 

Professional fees

 

189

 

237

 

Data processing

 

289

 

241

 

Other expenses

 

657

 

431

 

TOTAL NON-INTEREST EXPENSE

 

4,420

 

3,773

 

Income before provision for income taxes

 

1,583

 

1,958

 

Income tax expense

 

552

 

664

 

Net income

 

$

1,031

 

$

1,294

 

 

 

 

 

 

 

PER SHARE OF COMMON STOCK

 

 

 

 

 

Basic

 

$

0.17

 

$

0.21

 

Diluted

 

$

0.16

 

$

0.21

 

 

See accompanying notes to unaudited consolidated financial statements

 

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BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF  INCOME

(in thousands, except per share data)

 

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

INTEREST INCOME

 

 

 

 

 

Loans, including fees

 

$

15,220

 

$

15,412

 

Securities

 

415

 

448

 

Federal funds sold and other

 

201

 

65

 

TOTAL INTEREST INCOME

 

15,836

 

15,925

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

Savings and interest bearing transaction accounts

 

724

 

603

 

Time deposits

 

2,622

 

3,142

 

Borrowed funds

 

216

 

245

 

TOTAL INTEREST EXPENSE

 

3,562

 

3,990

 

 

 

 

 

 

 

NET INTEREST INCOME

 

12,274

 

11,935

 

Provision for loan losses

 

450

 

783

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

11,824

 

11,152

 

NON-INTEREST INCOME

 

 

 

 

 

Fees and service charges

 

190

 

142

 

Losses on sales of securities

 

 

(15

)

TOTAL NON-INTEREST INCOME

 

190

 

127

 

 

 

 

 

 

 

NON-INTEREST EXPENSE

 

 

 

 

 

Salaries and employee benefits

 

4,193

 

3,722

 

Occupancy and equipment expense

 

1,348

 

1,481

 

FDIC premiums and related expenses

 

539

 

279

 

Legal fees

 

134

 

180

 

Other real estate owned expenses

 

72

 

177

 

Professional fees

 

440

 

403

 

Data processing

 

572

 

476

 

Other expenses

 

1,113

 

883

 

TOTAL NON-INTEREST EXPENSE

 

8,411

 

7,601

 

Income before provision for income taxes

 

3,603

 

3,678

 

Income tax expense

 

1,280

 

1,260

 

Net income

 

$

2,323

 

$

2,418

 

 

 

 

 

 

 

PER SHARE OF COMMON STOCK

 

 

 

 

 

Basic

 

$

0.37

 

$

0.41

 

Diluted

 

$

0.37

 

$

0.41

 

 

See accompanying notes to unaudited consolidated financial statements

 

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BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF  COMPREHENSIVE INCOME

(in thousands)

 

 

 

For the Three Months Ended June 30,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net income

 

$

1,031

 

$

1,294

 

Other comprehensive income (loss)

 

 

 

 

 

Unrealized holding (losses) gains on securities available for sale, net of deferred income tax benefit (expense) of $(39) and $131, respectively

 

63

 

(232

)

Less: Reclassification adjustment for loss on sale of securities, net of income tax benefit of $0 and $4, respectively

 

 

(6

)

Comprehensive income

 

$

1,094

 

$

1,068

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net income

 

$

2,323

 

$

2,418

 

Other comprehensive income

 

 

 

 

 

Unrealized holding gains on securities available for sale, net of deferred income tax expense of $(181) and $(149), respectively

 

289

 

255

 

Less: Reclassification adjustment for loss on sale of securities, net of income tax benefit of $0 and $6, respectively

 

 

(9

)

Comprehensive income

 

$

2,612

 

$

2,682

 

 

See accompanying notes to unaudited consolidated financial statements

 

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BANCORP OF NEW JERSEY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

2,323

 

$

2,418

 

Adjustments to reconcile net income to net cash provided by Operating activities:

 

 

 

 

 

Provision for loan losses

 

450

 

783

 

Amortization of securities premiums

 

39

 

54

 

Deferred tax benefit

 

(458

)

(571

)

Depreciation and amortization

 

334

 

302

 

Stock based compensation

 

133

 

106

 

(Amortization) accretion of net loan origination fees

 

56

 

(18

)

Loss on sale of securities

 

 

15

 

Write down of other real estate owned

 

56

 

166

 

Changes in operating assets and liabilities:

 

 

 

 

 

Decrease in accrued interest receivable

 

34

 

98

 

Decrease in other assets

 

121

 

432

 

Increase in accrued interest payable and other liabilities

 

28

 

73

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

3,116

 

3,858

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of securities available for sale

 

(12,000

)

(3,998

)

Purchases of securities held to maturity

 

(5,096

)

(4,567

)

Purchases of restricted investment in bank stock

 

(706

)

(171

)

Proceeds from maturities of securities held to maturity

 

5,829

 

11,775

 

Proceeds from sales of securities available for sale

 

 

6,985

 

Proceeds from maturities/calls of securities available for sale

 

18,500

 

 

Proceeds from call of restricted investment in bank stock

 

145

 

168

 

Net increase in loans

 

(10,222

)

(17,713

)

Purchases of premises and equipment

 

(2,209

)

(280

)

NET CASH USED IN INVESTING ACTIVITIES

 

(5,759

)

(7,801

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net increase in deposits

 

4,422

 

51,031

 

Net increase (decrease) in borrowed funds

 

11,752

 

(3,198

)

Dividends

 

(750

)

(749

)

Proceeds from the sale of common stock through the private placement

 

 

9,280

 

Proceeds from the exercise of options

 

280

 

20

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

15,704

 

56,384

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

13,061

 

52,441

 

Cash and cash equivalents, beginning of year

 

74,189

 

22,060

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

87,250

 

$

74,501

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

3,680

 

$

3,929

 

Income taxes

 

$

1,708

 

$

1,416

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing transactions:

 

 

 

 

 

Loans transferred to other real estate owned

 

$

158

 

$

 

 

See accompanying notes to unaudited consolidated financial statements.

 

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BANCORP OF NEW JERSEY, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1.  Significant Accounting Policies

 

Basis of Financial Statement Presentation

 

The accompanying consolidated financial statements include the accounts of Bancorp of New Jersey, Inc. (together with its consolidated subsidiaries, the “Company”), and its direct wholly-owned subsidiary, Bank of New Jersey (the “Bank”) and the Bank’s wholly-owned subsidiaries, BONJ-New York Corp., BONJ-New Jersey Investment Company, BONJ-Delaware Investment Company and BONJ REIT Inc.  All significant inter-company accounts and transactions have been eliminated in consolidation.

 

The Company was incorporated under the laws of the State of New Jersey to serve as a holding company for the Bank and to acquire all the capital stock of the Bank (referred to herein as the “holding company reorganization”).

 

The Company’s class of common stock has no par value and the Bank’s class of common stock has a par value of $10 per share.

 

The financial information in this quarterly report has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”); these financial statements have not been audited. Certain information and footnote disclosures required under GAAP have been condensed or omitted, as permitted by rules and regulations of the Securities and Exchange Commission.

 

Organization

 

The Company is a New Jersey corporation and bank holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”).  The Bank is a community bank which provides a full range of banking services to individuals and corporate customers primarily in New Jersey.  Both the Company and the Bank are subject to competition from other financial institutions.  The Bank is regulated by state and federal agencies and is subject to periodic examinations by those regulatory authorities.  The Bank conducts a traditional commercial banking business, accepting deposits from the general public, including individuals, businesses, non-profit organizations, and governmental units.  The Bank makes commercial loans, consumer loans and commercial real estate loans.  In addition, the Bank provides other customer services and makes investments in securities, as permitted by law.  The Bank has sought to offer an alternative, community-oriented style of banking in an area, that is presently dominated by larger, statewide and national institutions.  The Bank continues to focus on establishing and retaining customer relationships by offering a broad range of traditional financial services and products, competitively-priced and delivered in a responsive manner to small businesses, professionals and individuals in its market area.  As a community bank, the Bank endeavors to provide superior customer service that is highly personalized, efficient and responsive to local needs.  To better serve its customers and expand its market reach, the Bank provides for the delivery of certain of its financial products and services to its local customers and to a broader market through the use of mail, telephone and internet banking.  The Bank seeks to deliver these products and services with the care and professionalism expected of a community bank and with a special dedication to personalized customer service.

 

Note 2. Stockholders’ Equity and Related Transactions

 

During the six months ended June 30, 2016, options to purchase 30,800 shares of common stock at a price $9.09 per share were exercised for a total price of $279,972. Additionally, 4,000 shares of restricted common stock were cancelled during the six months ended June 30, 2016.

 

During the six months ended June 30, 2015, the Company closed on a private placement of approximately $9.5 million (net of expenses, approximately $9.3 million) or 868,057 shares of its common stock at a price of $10.95 per share. The shares of common stock were offered and were sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The shares have not been registered under the Securities Act,

 

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or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. Each of the investors in the private placement was a member of the Company’s board of directors or related party. The Company contributed the proceeds of the private placement to the Bank.

 

Note 3.  Benefit Plans and Stock-Based Compensation

 

2006 Stock Option Plan

 

During 2006, the Bank’s stockholders approved the 2006 Stock Option Plan.  At the time of the holding company reorganization, the 2006 Stock Option Plan was assumed by the Company.  The plan allows the Company to grant options to directors and employees of the Company to purchase up to 239,984 shares of the Company’s common stock. At June 30, 2016, incentive stock options to purchase 186,500 shares, net of forfeitures, have been issued to employees of the Bank under the 2006 Stock Option Plan, of which options to purchase 105,500 shares were outstanding.

 

Under the 2006 Stock Option Plan, there were no unvested options at June 30, 2016 and accordingly no unrecognized share based compensation expense. Under the 2006 Stock Option Plan, no options were granted during the first six months of 2016. During the six months ended June 30, 2016 options to purchase 30,800 shares were exercised and 23,400 options were forfeited.

 

2007 Director Plan

 

During 2007, the Bank’s stockholders approved the 2007 Non-Qualified Stock Option Plan for Directors (the “2007 Director Plan”).  At the time of the holding company reorganization, the 2007 Director Plan was assumed by the Company. This plan provides for 480,000 options to purchase shares of the Company’s common stock to be issued to non-employee directors of the Company.  At June 30, 2016, non-qualified options to purchase 460,000 shares of the Company’s stock have been issued to non-employee directors of the Company under the 2007 Director Plan and approximately 331,334 were outstanding at June 30, 2016.   No options were granted, exercised or forfeited through the 2007 Director Plan during the first six months of 2016.

 

Under the 2007 Director Plan, there were no unvested options at June 30, 2016 and no unrecognized compensation expense.

 

In connection with both the 2006 Stock Option Plan and the 2007 Director Plan, no share based compensation expense was recognized for the three months and six months ended June 30, 2016 and 2015, respectively.

 

The aggregate intrinsic value of  a stock option represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had they exercised their options on that date.  This amount changes based on the changes in the market value in the Company’s stock.

 

The aggregate intrinsic value of options outstanding as of June 30, 2016 under the 2006 Stock Option Plan and the 2007 Director Plan was approximately $194 thousand.

 

The aggregate intrinsic value of options outstanding as of June 30, 2015 under the 2006 Stock Option Plan and the 2007 Director Plan was approximately $214 thousand.

 

2011 Equity Incentive Plan

 

During 2011, the shareholders of the Company approved the Bancorp of New Jersey, Inc. 2011 Equity Incentive Plan (the “2011 Plan”).  This plan authorizes the issuance of up to 250,000 shares of the Company’s common stock, subject to adjustment in certain circumstances described in the 2011 Plan, pursuant to awards of incentive stock options or non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units or performance awards. Employees, directors, consultants, and other service providers of the Company and its

 

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affiliates (primarily the Bank) are eligible to receive awards under the 2011 Plan, provided, that only employees are eligible to receive incentive stock options. At June 30, 2016, there were 109,718 shares issued to employees of the Company under the 2011 Plan.

 

During the three and six months ended June 30, 2016, no shares of common stock were issued and 4,000 shares of common stock were forfeited under the 2011 Plan.  For the three months ended June 30, 2016 and 2015, $80 thousand and $52 thousand, respectively, was recorded as expense for restricted stock that has been issued through the 2011 Plan in prior years. For the six months ended June 30, 2016 and 2015, $133 and $106, respectively, was recorded as expense for restricted stock that has been issued through the 2011 Plan in prior years. At June 30, 2016, there were a total of approximately 32,250 shares of unvested restricted stock and approximately $408 thousand of compensation expense which will be recorded over the next two years.

 

During the six months ended June 30, 2016, the Company granted 30,000 Non-Qualified Stock Options (NQO) to an executive of the Company.  The fair value of the 30,000 NQOs granted was $2.92 per NQO on the date of grant. The fair value of the NQOs was determinded using the Black-Scholes option pricing model. The following assumptions were used in determining the fair value of the NQOs granted: expected dividend yield of 2.137%, risk free interest rate of 1.87%, expected volatility of 27.07% and expected lives of 10 years.   One third of the NQO granted, or 10,000 NQOs vested immedialty, with the remaining 20,000 NQOs vesting over a two year period. No NQOs were exercised or forfeited during the first six months of 2016 under the 2011 Plan.

 

Under the 2011 Plan, there were 20,000 unvested options at June 30, 2016 and $53 thousand in unrecognized compensation expense. For the three and six months ended June 30, 2016 and 2015, $34 thousand and $0, respectively, was recorded as expense for NQOs that has been issued through the 2011 Plan.

 

The aggregate intrinsic value of  a stock option represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had they exercised their options on that date.  This amount changes based on the changes in the market value in the Company’s stock. The aggregate intrinsic value of NQOs outstanding as of June 30, 2016 and 2015 under the 2011 Plan was approximately $4 thousand and $0, respectively.

 

Note 4.   Earnings Per Share.

 

Basic earnings per share is calculated by dividing the net income for a period by the weighted average number of common shares outstanding during that period.

 

Diluted earnings per share is calculated by dividing the net income for a period by the weighted average number of outstanding common shares and dilutive common share equivalents during that period.  Outstanding “common share equivalents” include options and warrants to purchase the Company’s common stock.

 

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The following table shows earnings per share for the three month periods presented:

 

 

 

For the three months ended

 

 

 

June 30,

 

(In thousands except per share data)

 

2016

 

2015

 

Net income applicable to common stock

 

$

1,031

 

$

1,294

 

Weighted average number of common shares outstanding - basic

 

6,245

 

6,240

 

Basic earnings per share

 

$

0.17

 

$

0.21

 

 

 

 

 

 

 

Net income applicable to common stock

 

$

1,031

 

$

1,294

 

Weighted average number of common shares outstanding

 

6,245

 

6,240

 

Effect of dilutive options

 

10

 

17

 

Weighted average number of common shares and common share equivalents- diluted

 

6,255

 

6,257

 

Diluted earnings per share

 

$

0.16

 

$

0.21

 

 

Incentive stock options to purchase 49,500 shares of common stock at a weighted average price of $9.09; and 32,250 unvested shares of restricted common stock were included in the computation of diluted earnings per share for the three months ended June 30, 2016. Incentive stock options to purchase 56,000 shares of common stock at a weighted average price of $11.50, non-qualified options to purchase 331,334 shares of common stock at a weighted average price of $11.50 and non-qualified options to purchase 30,000 shares of common stock at a weighted average price of $11.23 were not included in the computation of diluted earnings per share for the three months ended June 30, 2016, because they were anti-dilutive.

 

Incentive stock options to purchase 84,700 shares of common stock at a weighted average price of $9.09; and 48,500 unvested shares of restricted common stock were included in the computation of diluted earnings per share for the three months ended June 30, 2015. Incentive stock options to purchase 75,000 shares of common stock at a weighted average price of $11.50 and non-qualified options to purchase 331,334 shares of common stock at a weighted average price of $11.50 were not included in the computation of diluted earnings per share for the three months ended June 30, 2015, because they were anti-dilutive.

 

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The following table shows earnings per share for the six month periods presented:

 

 

 

For the six months ended

 

 

 

June 30,

 

(In thousands except per share data)

 

2016

 

2015

 

Net income applicable to common stock

 

$

2,323

 

$

2,418

 

Weighted average number of common shares outstanding - basic

 

6,243

 

5,951

 

Basic earnings per share

 

$

0.37

 

$

0.41

 

 

 

 

 

 

 

Net income applicable to common stock

 

$

2,323

 

$

2,418

 

Weighted average number of common shares outstanding

 

6,243

 

5,951

 

Effect of dilutive options

 

9

 

16

 

Weighted average number of common shares and common share equivalents- diluted

 

6,252

 

5,967

 

Diluted earnings per share

 

$

0.37

 

$

0.41

 

 

Incentive stock options to purchase 49,500 shares of common stock at a weighted average price of $9.09; and 32,250 unvested shares of restricted common stock were included in the computation of diluted earnings per share for the three months ended June 30, 2016. Incentive stock options to purchase 56,000 shares of common stock at a weighted average price of $11.50, non-qualified options to purchase 331,334 shares of common stock at a weighted average price of $11.50 and non-qualified options to purchase 30,000 shares of common stock at a weighted average price of $11.23 were not included in the computation of diluted earnings per share for the six months ended June 30, 2016, because they were anti-dilutive.

 

Incentive stock options to purchase 84,700 shares of common stock at a weighted average price of $9.09; and 48,500 unvested shares of restricted common stock were included in the computation of diluted earnings per share for the three months ended June 30, 2015.  Incentive stock options to purchase 75,000 shares of common stock at a weighted average price of $11.50 and non-qualified options to purchase 331,334 shares of common stock at a weighted average price of $11.50 were not included in the computation of diluted earnings per share for the six months ended June 30, 2015, because they were anti-dilutive.

 

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Note 5.  Securities Available for Sale and Hold to Maturity Securities

 

A summary of securities held to maturity and securities available for sale at June 30, 2016 and December 31, 2015 is as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

June 30, 2016

 

Cost

 

Gains

 

Losses

 

Value

 

Securities Held to Maturity:

 

 

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

$

5,096

 

$

 

$

 

$

5,096

 

Total securities held to maturity

 

5,096

 

 

 

5,096

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

6,456

 

 

(3

)

6,453

 

Government sponsored enterprise obligations

 

52,236

 

16

 

(25

)

52,227

 

Total securities available for sale

 

58,692

 

16

 

(28

)

58,680

 

 

 

 

 

 

 

 

 

 

 

Total securities

 

$

63,788

 

$

16

 

$

(28

)

$

63,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

December 31, 2015

 

Cost

 

Gains

 

Losses

 

Value

 

Securities Held to Maturity:

 

 

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

$

5,829

 

$

 

$

 

$

5,829

 

Total securities held to maturity

 

5,829

 

 

 

5,829

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

6,512

 

 

(159

)

6,353

 

Government sponsored enterprise obligations

 

58,720

 

 

(323

)

58,397

 

Total securities available for sale

 

65,232

 

 

(482

)

64,750

 

 

 

 

 

 

 

 

 

 

 

Total securities

 

$

71,061

 

$

 

$

(482

)

$

70,579

 

 

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The unrealized losses, categorized by the length of time of continuous loss position, and the fair value of related securities available for sale are as follows (in thousands):

 

 

 

Less than 12 Months

 

More than 12 Months

 

Total

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

June 30, 2016

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

$

 

$

 

$

6,453

 

$

(3

)

$

6,453

 

$

(3

)

Government sponsored enterprise obligations

 

12,026

 

(12

)

6,986

 

(13

)

19,012

 

(25

)

Total securities available for sale

 

$

12,026

 

$

(12

)

$

13,439

 

$

(16

)

$

25,465

 

$

(28

)

 

 

 

Less than 12 Months

 

More than 12 Months

 

Total

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

December 31, 2015

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury obligation

 

 

 

6,354

 

(159

)

6,354

 

(159

)

Government sponsored enterprise obligations

 

15,707

 

(12

)

42,689

 

(311

)

58,396

 

(323

)

Total securities available for sale

 

15,707

 

(12

)

49,043

 

(470

)

64,750

 

(482

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities

 

$

15,707

 

$

(12

)

$

49,043

 

$

(470

)

$

64,750

 

$

(482

)

 

The amortized cost and fair value of securities held to maturity and securities available for sale at June 30, 2016 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands):

 

 

 

Securities Held to Maturity

 

Securities Available for Sale

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

 

 

Cost

 

Value

 

Cost

 

Value

 

One year or less

 

$

5,096

 

$

5,096

 

$

23,736

 

$

23,736

 

After one to five years

 

 

 

34,956

 

34,944

 

Total

 

$

5,096

 

$

5,096

 

$

58,692

 

$

58,680

 

 

Management evaluates securities for other-than-temporary-impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In determining OTTI management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than amortized cost; (2) the financial condition and near term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the Company has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery.  The assessment of whether an other-than-temporary-impairment decline exists involves a high degree of subjectivity and judgment and is based on information available to management at a point in time.  An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

 

When OTTI for debt securities occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of

 

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its amortized cost basis. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis, the OTTI would be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.  If the Company does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, the OTTI would be separated into the amount representing the credit loss and the amount related to all other factors.  The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings.  The amount of the total OTTI related to other factors would be recognized in other comprehensive income, net of applicable tax benefit.  The previous amortized cost basis less the OTTI recognized in earnings would become the new amortized cost basis of the investment.

 

At June 30, 2016, the Company’s available for sale securities portfolio consisted of twenty securities, of which five were in an unrealized loss position for more than twelve months and three were in a loss position for less than twelve months. No OTTI charges were recorded for the three or six months ended June 30, 2016.  The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities. Unrealized losses primarily relate to interest rate fluctuations and not credit concerns.

 

Securities with an amortized cost of $34 million and a fair value of $34 million, respectively, were pledged to secure public funds on deposit at June 30, 2016. Securities with an amortized cost of $31.3 million and a fair value of $31.0 million, respectively, were pledged to secure public funds on deposit at December 31, 2015.

 

During the three and six months ended June 30, 2016, the Company did not sell securities from its available for sale or held to maturity portfolios. During the three months ended June 30, 2015, the Company sold two securities from its available for sale portfolio and recognized a loss of approximately $10 thousand.  For the six months ended June 30, 2015, the Company sold three securities from its available for sale portfolio and recognized a loss of approximately $15 thousand.  For the three and six months ended June 30, 2015, the Company did not sell any securities from its held to maturity portfolio.

 

Note 6.   Loans.

 

The components of the loan portfolio at June 30, 2016 and December 31, 2015 are summarized as follows (in thousands):

 

 

 

June 30, 2016

 

December 31, 2015

 

 

 

 

 

 

 

Commercial real estate

 

$

487,658

 

$

460,396

 

Residential mortgages

 

43,123

 

48,698

 

Commercial

 

61,703

 

69,855

 

Home equity

 

61,284

 

63,308

 

Consumer

 

1,114

 

2,805

 

 

 

 

 

 

 

 

 

$

654,882

 

$

645,062

 

 

The Company grants loans primarily to those New Jersey residents and businesses within its local trading area.  Its borrowers’ abilities to repay their obligations are dependent upon various factors, including the borrowers’ income and net worth, cash flows generated by the underlying collateral, value of the underlying collateral and priority of the Company’s lien on the property.  Such factors are dependent upon various economic conditions and individual circumstances beyond the Company’s control; the Company is therefore subject to risk of loss.

 

The Company believes its lending policies and procedures adequately manage the potential exposure to such risks and that an allowance for loan losses is provided for management’s best estimate of probable loan losses.

 

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Table of Contents

 

The activity in the allowance for loan losses and recorded investment in loan receivables as of and  for the periods indicated are as follows (in thousands):

 

For the three months ended and as of:

 

 

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home
Equity

 

Consumer

 

Unallocated

 

Total

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

5,753

 

$

497

 

$

1,024

 

$

550

 

$

32

 

$

220

 

$

8,076

 

Charge-offs

 

 

 

 

(1

)

 

 

(1

)

Recoveries

 

 

 

1

 

 

 

 

1

 

Provisions

 

113

 

(203

)

75

 

(25

)

(15

)

205

 

150

 

Transfer

 

 

 

 

 

 

 

 

Ending balance

 

$

5,866

 

$

294

 

$

1,100

 

$

524

 

$

17

 

$

425

 

$

8,226

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Ending balance: collectively evaluted for impairment

 

$

5,866

 

$

294

 

$

1,100

 

$

524

 

$

17

 

$

425

 

$

8,226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

487,658

 

$

43,123

 

$

61,703

 

$

61,284

 

$

1,114

 

$

 

$

654,882

 

Ending balance: individually evaluted for impairment

 

824

 

4,140

 

 

3,179

 

 

 

8,143

 

Ending balance: collectively evaluated for impairment

 

$

486,834

 

$

38,983

 

$

61,703

 

$

58,105

 

$

1,114

 

$

 

$

646,739

 

 

 

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home
Equity

 

Consumer

 

Unallocated

 

Total

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

5,178

 

$

535

 

$

1,159

 

$

336

 

$

20

 

$

274

 

$

7,502

 

Charge-offs

 

 

 

(229

)

 

 

 

(229

)

Recoveries

 

191

 

 

1

 

 

 

 

192

 

Provisions

 

322

 

105

 

49

 

207

 

4

 

(274

)

413

 

Ending balance

 

$

5,691

 

$

640

 

$

980

 

$

543

 

$

24

 

$

 

$

7,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

5,566

 

$

572

 

$

1,066

 

$

573

 

$

39

 

$

204

 

$

8,020

 

Ending balance: individually evaluated for impairment

 

$

 

$

267

 

$

 

$

80

 

$

 

$

 

$

347

 

Ending balance: collectively evaluated for impairment

 

$

5,566

 

$

305

 

$

1,066

 

$

493

 

$

39

 

$

204

 

$

7,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

460,396

 

$

48,698

 

$

69,855

 

$

63,308

 

$

2,805

 

$

 

$

645,062

 

Ending balance: individually evaluted for impairment

 

$

842

 

$

4,524

 

$

 

$

2,626

 

$

 

$

 

$

7,992

 

Ending balance: collectively evaluated for impairment

 

$

459,554

 

$

44,174

 

$

69,855

 

$

60,682

 

$

2,805

 

$

 

$

637,070

 

 

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Table of Contents

 

The following tables present the activity in the allowance for loan losses for the periods indicated (in thousands):

 

For the six months ended:

 

 

 

Commercial

 

Residential

 

 

 

 

 

 

 

 

 

 

 

June 30, 2016

 

Real Estate

 

Mortgages

 

Commercial

 

Home Equity

 

Consumer

 

Unallocated

 

Total

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

5,566

 

$

572

 

$

1,066

 

$

573

 

$

39

 

$

204

 

$

8,020

 

Charge-offs

 

 

(90

)

 

(155

)

 

 

(245

)

Recoveries

 

 

 

1

 

 

 

 

1

 

Provisions

 

300

 

(188

)

33

 

106

 

(22

)

221

 

450

 

Transfer

 

 

 

 

 

 

 

 

Ending balance

 

$

5,866

 

$

294

 

$

1,100

 

$

524

 

$

17

 

$

425

 

$

8,226

 

 

 

 

Commercial

 

Residential

 

 

 

 

 

 

 

 

 

 

 

June 30, 2015

 

Real Estate

 

Mortgages

 

Commercial

 

Home Equity

 

Consumer

 

Unallocated

 

Total

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

4,950

 

$

348

 

$

1,128

 

$

500

 

$

24

 

$

242

 

$

7,192

 

Charge-offs

 

(60

)

 

(229

)

 

 

 

(289

)

Recoveries

 

191

 

 

1

 

 

 

 

192

 

Provisions

 

610

 

292

 

80

 

43

 

 

(242

)

783

 

Transfer

 

 

 

 

 

 

 

 

Ending balance

 

$

5,691

 

$

640

 

$

980

 

$

543

 

$

24

 

$

 

$

7,878

 

 

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due.  The following table presents the classes of the loan portfolio summarized by the past due status as of June 30, 2016 and December 31, 2015, (in thousands):

 

June 30, 2016

 

30-59 Days
Past Due

 

60-89 Days
Past Due

 

Greater than
90 Days

 

Total Past
Due

 

Current

 

Total Loans
Receivables

 

Nonaccrual
Loans

 

Commercial real estate

 

$

303

 

$

 

$

824

 

$

1,127

 

$

486,531

 

$

487,658

 

$

824

 

Residential mortgages

 

 

53

 

3,618

 

3,671

 

39,452

 

43,123

 

3,739

 

Commercial

 

367

 

75

 

 

442

 

61,261

 

61,703

 

 

Home equity

 

1,630

 

105

 

2,802

 

4,537

 

56,747

 

61,284

 

2,951

 

Consumer

 

 

 

 

 

1,114

 

1,114

 

 

Total

 

$

2,300

 

$

233

 

$

7,244

 

$

9,777

 

$

645,105

 

$

654,882

 

$

7,514

 

 

December 31, 2015

 

30-59 Days
Past Due

 

60-89 Days
Past Due

 

Greater than
90 Days

 

Total Past
Due

 

Current

 

Total Loans
Receivables

 

Nonaccrual
Loans

 

Commercial real estate

 

$

402

 

$

 

$

842

 

$

1,244

 

$

459,152

 

$

460,396

 

$

842

 

Residential mortgages

 

428

 

 

3,992

 

4,420

 

44,278

 

48,698

 

3,992

 

Commercial

 

 

 

 

 

69,855

 

69,855

 

 

Home equity

 

 

475

 

2,522

 

2,997

 

60,311

 

63,308

 

2,522

 

Consumer

 

 

 

 

 

2,805

 

2,805

 

 

Total

 

$

830

 

$

475

 

$

7,356

 

$

8,661

 

$

636,401

 

$

645,062

 

$

7,356

 

 

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The Company had no loans greater than ninety days delinquent and accruing interest at June 30, 2016 and December 31, 2015.

 

If nonaccrual loans had been current in accordance with their original terms and had been outstanding throughout the three and six month periods ended June 30, 2016, the gross interest income would have been $43 thousand and $89 thousand, respectively.   If nonaccrual loans had been current in accordance with their original terms and had been outstanding throughout the three and six month periods ended June 30, 2015, the gross interest income would have been $103 thousand and $198 thousand, respectively.  Actual interest income recognized on these loans during the three and six months ended June 30, 2016 was $0.  Actual interest income recognized on these loans during the three and six months ended June 30, 2015 was $17 thousand.

 

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company’s internal risk rating system as of June 30, 2016 and December 31, 2015 (in thousands):

 

June 30, 2016

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home Equity

 

Consumer

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

474,716

 

$

43,036

 

$

55,069

 

$

56,186

 

$

1,114

 

$

630,121

 

Special Mention

 

8,507

 

 

3,377

 

4,100

 

 

15,984

 

Substandard

 

4,435

 

87

 

3,257

 

998

 

 

8,777

 

Doubtful

 

 

 

 

 

 

 

Total

 

$

487,658

 

$

43,123

 

$

61,703

 

$

61,284

 

$

1,114

 

$

654,882

 

 

December 31, 2015

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home Equity

 

Consumer

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

450,193

 

$

48,698

 

$

62,367

 

$

57,910

 

$

2,805

 

$

621,973

 

Special Mention

 

7,644

 

 

3,919

 

4,400

 

 

15,963

 

Substandard

 

2,559

 

 

3,569

 

998

 

 

7,126

 

Doubtful

 

 

 

 

 

 

 

Total

 

$

460,396

 

$

48,698

 

$

69,855

 

$

63,308

 

$

2,805

 

$

645,062

 

 

A loan is considered impaired when based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  The following table provides information about the Company’s impaired loans at June 30, 2016 and December 31, 2015 (in thousands):

 

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June 30, 2016

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

Commercial real estate

 

$

824

 

$

848

 

$

 

Residential mortgages

 

4,140

 

4,809

 

 

Commercial

 

 

 

 

Home equity

 

3,179

 

3,460

 

 

Total impaired loans with no specific reserves

 

8,143

 

9,117

 

 

Total impaired loans

 

$

8,143

 

$

9,117

 

$

 

 

December 31, 2015

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

Impaired loans with specific reserves:

 

 

 

 

 

 

 

Residential mortgages

 

3,568

 

4,055

 

267

 

Home equity

 

278

 

175

 

80

 

Total impaired loans with specific reserves

 

$

3,846

 

$

4,230

 

$

347

 

 

 

 

 

 

 

 

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

Commercial real estate

 

842

 

867

 

 

Residential mortgages

 

956

 

1,045

 

 

Home equity

 

2,348

 

2,723

 

 

Total impaired loans with no specific reserves

 

4,146

 

4,635

 

 

Total impaired loans

 

$

7,992

 

$

8,865

 

$

347

 

 

The following tables provide information about the Company’s impaired loans for the three month and six month periods ended June 30, 2016 and  2015  (in thousands):

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

June 30, 2016

 

June 30, 2015

 

 

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Received

 

Investment

 

Received

 

Impaired loans with specific reserves:

 

 

 

 

 

 

 

 

 

Residential mortgages

 

$

 

$

 

$

1,048

 

$

 

Home equity

 

 

 

 

 

Total impaired loans with specific reserves

 

 

 

1,048

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

828

 

$

 

$

1,060

 

$

 

Residential mortgages

 

4,259

 

 

3,327

 

12

 

Commercial

 

 

 

6

 

 

Home equity

 

3,189

 

 

2,578

 

5

 

Total impaired loans with no specific reserves

 

8,276

 

 

6,971

 

17

 

Total impaired loans

 

$

8,276

 

$

 

$

8,019

 

$

17

 

 

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Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2016

 

June 30, 2015

 

 

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Received

 

Investment

 

Received

 

Impaired loans with specific reserves:

 

 

 

 

 

 

 

 

 

Residential mortgages

 

$

 

$

 

$

1,050

 

$

 

Home equity

 

 

 

 

 

Total impaired loans with specific reserves

 

$

 

$

 

$

1,050

 

$

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

833

 

$

 

$

1,302

 

$

 

Residential mortgages

 

4,347

 

 

3,351

 

12

 

Commercial

 

 

 

4

 

 

Home equity

 

3,249

 

 

2,556

 

5

 

Total impaired loans with no specific reserves

 

8,429

 

 

7,213

 

17

 

Total impaired loans

 

$

8,429

 

$

 

$

8,263

 

$

17

 

 

Troubled debt restructured loans (“TDRs”) are loans where the contractual terms of the loan have been modified for a borrower experiencing financial difficulties.  These modifications could include a reduction in the interest rate of the loan, payment extensions, forgiveness of principal or a combination of these concessions.

 

The following table summarizes information in regards to TDRs by loan portfolio class as of June 30, 2016 and December 31, 2015 (in thousands):

 

June 30, 2016

 

Accrual
Status

 

Number of
Loans

 

Nonaccrual
Status

 

Number of
Loans

 

Total

 

Residential mortgages

 

$

526

 

2

 

$

3,614

 

4

 

$

4,140

 

Commercial real estate

 

 

 

349

 

1

 

349

 

Home equity

 

103

 

2

 

2,396

 

5

 

2,499

 

 

 

$

629

 

4

 

$

6,359

 

10

 

$

6,988

 

 

December 31, 2015

 

Accrual
Status

 

Number of
Loans

 

Nonaccrual
Status

 

Number of
Loans

 

Total

 

Residential mortgages

 

$

532

 

2

 

$

3,468

 

4

 

$

4,000

 

Commercial real estate

 

 

 

367

 

1

 

367

 

Home equity

 

104

 

2

 

859

 

1

 

963

 

 

 

$

636

 

4

 

$

4,694

 

6

 

$

5,330

 

 

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For the three and six months ended June 30, 2016 there were five new TDR’s that occurred. For the three and six months ended June, 30 2015, there were no new TDRs that occurred.

 

 

 

 

 

Pre-Modification

 

Post-
Modification

 

 

 

 

 

Outstanding

 

Outstanding

 

 

 

Number of

 

Recorded

 

Recorded

 

2016

 

Loans

 

Investments

 

Investments

 

 

 

 

 

 

 

 

 

Home Equity

 

4

 

$

1,569

 

$

1,569

 

Residential mortgages

 

1

 

525

 

525

 

 

During the three and six months ended June 30, 2016 and 2015, there were no defaults of loans modified in troubled debt restructurings.

 

We may obtain physical possession of real estate collateralizing loans via foreclosure or an in-substance repossession into other real estate owned. During the three months ended June 30, 2016, we have  foreclosed on one residential real estate property with a carrying value of $158 thousand. That property was previously a TDR.

 

As of June 30, 2016, we had loans with a carrying value of $1.9 million collateralized by real estate property for which formal foreclosure proceedings were in process.

 

Note 7. Guarantees

 

The Company does not issue any guarantees that would require liability recognition or disclosure, other than the Company’s standby letters of credit.  Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Generally, all letters of credit, when issued have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers.  The Company generally holds collateral and/or personal guarantees supporting these commitments.  As of June 30, 2016, the Company had $3.6 million of letters of credit.  Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payment required under the corresponding guarantees.  Management believes that the current amount of the liability as of June 30, 2016 for guarantees under standby letters of credit issued is not material.

 

Note 8 — Borrowed Funds

 

Borrowings may consist of long-term and short-term debt fixed rate advances from the Federal Home Loan Bank of New York (“FHLBNY”) as well as short term borrowings through lines of credit with other financial institutions.  Information concerning long-term borrowings at June 30, 2016 and December 31, 2015, is as follows (in thousands):

 

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June 30, 2016

 

Amount

 

Rate

 

Original
Term (years)

 

Maturity

 

Fixed Rate ST Note

 

$

5,000

 

0.63

%

0.25

 

July 2016

 

Fixed Rate ST Note

 

5,000

 

0.76

%

0.75

 

October 2016

 

Fixed Rate Medium Note

 

5,000

 

0.98

%

1

 

April 2017

 

Fixed Rate Amortizing Note

 

3,128

 

1.50

%

5

 

June 2019

 

Fixed Rate Amortizing Note

 

4,815

 

1.51

%

5

 

July 2019

 

Fixed Rate Amortizing Note

 

4,610

 

1.51

%

5

 

August 2019

 

Fixed Rate Amortizing Note

 

3,815

 

2.02

%

7

 

August 2021

 

Fixed Rate Amortizing Note

 

6,913

 

1.48

%

5

 

October 2019

 

 

 

 

 

 

 

 

 

 

 

Total FHLB Advances

 

$

38,281

 

1.27

%

 

 

 

 

 

December 31, 2015

 

Amount

 

Rate

 

Original
Term (years)

 

Maturity

 

Fixed Rate Amortizing Note

 

$

3,621

 

1.50

%

5

 

June 2019

 

Fixed Rate Amortizing Note

 

5,555

 

1.51

%

5

 

July 2019

 

Fixed Rate Amortizing Note

 

5,299

 

1.51

%

5

 

August 2019

 

Fixed Rate Amortizing Note

 

4,158

 

2.02

%

7

 

August 2021

 

Fixed Rate Amortizing Note

 

7,896

 

1.48

%

5

 

October 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

$

26,529

 

1.58

%

 

 

 

 

 

The Bank has a $16 million overnight line of credit facility available with Zions First National Bank, a $12.0 million overnight line of credit available with First Tennessee Bank and a $10.0 million overnight line of credit with Atlantic Community Bankers Bank for the purchase of federal funds in the event that temporary liquidity needs arise.  Additionally, the Bank is a member of the FHLBNY.  The FHLBNY relationship provides additional borrowing capacity.  There were no outstanding borrowings on any of the lines of credit at June 30, 2016 and December 31, 2015.

 

Note 9. Fair Value Measurements

 

U. S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

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The three levels of the fair value hierarchy are described below:

 

·                   Level 1 Inputs - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

·                   Level 2 Inputs - 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 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (that is, supported with little or no market activity).

 

The level of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement of that asset or liability.

 

For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2016 and December 31, 2015, respectively, are as follows (in thousands):

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

June 30, 2016

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

$

6,453

 

$

 

$

6,453

 

$

 

Government sponsored enterprise obligations

 

52,227

 

 

52,227

 

 

Total securities available for sale

 

$

58,680

 

$

 

$

58,680

 

$

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

December 31, 2015

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

$

6,353

 

$

 

$

6,353

 

$

 

Government sponsored enterprise obligations

 

58,397

 

 

58,397

 

 

Total securities available for sale

 

$

64,750

 

$

 

$

64,750

 

$

 

 

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For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2016 and December 31, 2015, respectively, follows (in thousands):

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

June 30, 2016

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

614

 

$

 

$

 

$

614

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

December 31, 2015

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

3,499

 

$

 

$

 

$

3,499

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

512

 

$

 

$

 

$

512

 

 

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value (in thousands):

 

June 30, 2016

 

Fair Value
Estimate

 

Valuation
Techniques

 

Unobservable
Input

 

Range (Weighted Average)

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

614

 

Appraisal of Collateral (1)

 

Appraisal Adjustments (2)

 

11.5% - 48.4% (21.8)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation Expenses (2)

 

7% - 10.3% (7.9)%

 

 

December 31, 2015

 

Fair Value
Estimate

 

Valuation
Techniques

 

Unobservable
Input

 

Range (Weighted Average)

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

3,499

 

Appraisal of Collateral (1)

 

Appraisal Adjustments (2)

 

1.1% - 45.0% (7.5)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation Expenses (2)

 

5.2% - 48.1% (8.2)%

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

512

 

Appraisal of Collateral (1)

 

Appraisal Adjustments (2)

 

6.9%

 

 

 

 

 

 

 

Liquidation Expenses (2)

 

6.3%

 

 


(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) Appraisals may be adjusted for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

 

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Other real estate owned assets are adjusted to fair value less estimated selling costs upon transfer of the loans to other real estate owned.  The fair value of other real estate owned is based upon independent third party appraisal values of the collateral or management’s estimation of the value of the collateral.  These assets are included as Level 3 fair values.

 

Management uses its best judgment in estimating the fair value of the Company’s financial instruments, however, there are inherent weaknesses in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in sales transactions on the dates indicated.  The estimated fair value amounts have been measured as of their respective period end and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates.  As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period end.

 

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

 

Fair value estimates and assumptions are set forth below for the Company’s financial instruments at June 30, 2016 and December 31, 2015 (in thousands):

 

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

June 30, 2016

 

Quoted Prices in
Active Markets for

 

Significant Other

 

Significant
Unobservable

 

 

 

Carrying amount

 

Fair Value

 

Identical Assets

 

Observable Inputs

 

Inputs

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

87,250

 

$

87,250

 

$

87,250

 

$

 

$

 

Interest bearing time deposits

 

1,000

 

1,000

 

 

1,000

 

 

Securities available for sale

 

58,680

 

58,680

 

 

58,680

 

 

Securities held to maturity

 

5,096

 

5,096

 

 

5,096

 

 

Restricted investment in bank stock

 

2,580

 

2,580

 

 

2,580

 

 

Loans receivable, net

 

646,219

 

649,052

 

 

 

649,052

 

Accrued interest receivable

 

2,271

 

2,271

 

 

2,271

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

705,161

 

710,684

 

396,883

 

313,801

 

 

Borrowed funds

 

38,281

 

38,321

 

 

38,321

 

 

Accrued interest payable

 

599

 

599

 

 

599

 

 

 

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

December 31, 2015

 

Quoted Prices in
Active Markets for

 

Significant Other

 

Significant
Unobservable

 

 

 

Carrying amount

 

Fair Value

 

Identical Assets

 

Observable Inputs

 

Inputs

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

74,189

 

$

74,189

 

$

74,189

 

$

 

$

 

Interest bearing time deposits

 

1,000

 

1,000

 

 

1,000

 

 

Securities available for sale

 

64,750

 

64,750

 

 

64,750

 

 

 

Securities held to maturity

 

5,829

 

5,829

 

 

5,829

 

 

 

Restricted investment in bank stock

 

2,020

 

2,020

 

 

2,020

 

 

Loans receivable, net

 

636,661

 

639,525

 

 

 

639,525

 

Accrued interest receivable

 

2,305

 

2,305

 

 

2,305

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

700,739

 

702,593

 

350,375

 

352,218

 

 

Borrowed funds

 

26,529

 

26,517

 

 

26,517

 

 

Accrued interest payable

 

716

 

716

 

 

716

 

 

 

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Table of Contents

 

Cash and Cash Equivalents and Interest Bearing Time Deposits

 

The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.

 

Securities

 

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.  For certain securities which are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquiditiy and/or non-transferability, and such adjustments are generally based on available market evidence (Level 3).  In the absence of such evidence, management’s best estimate is used.  Management’s best estimate consists of both internal and external support on certain Level 3 investments.  Internal cash flow models using a present value formula that includes assumptions market participants would use along with indicative exit pricing obtained from broker/dealers (where available) were used to support fair values of certain Level 3 investments.

 

Restricted Investment in Bank Stock

 

The carrying amount of restricted investment in bank stock approximates fair value, and considers the limited marketability of such securities.

 

Loans Receivable

 

The fair value of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and the 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 approximate carrying values.

 

Impaired loans

 

Impaired loans are those for which the Company has measured impairment generally based on the fair value of the loan’s collateral or discounted cash flows based upon the expected proceeds.  Fair value is generally based upon independent third-party appraisals of the properties.  These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

 

Accrued Interest Receivable and Payable

 

The carrying amount of accrued interest receivable and accrued interest payable approximates fair value.

 

Other Real Estate Owned

 

Other real estate owned assets are adjusted to fair value less estimated selling costs upon transfer of the loans to other real estate owned.  The fair value of other real estate owned is based upon independent third party appraisal values of the collateral or management’s estimation of the value of the collateral.  These assets are included as Level 3 fair values.

 

Deposits

 

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market 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

 

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flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities of time deposits.

 

Limitation

 

The preceding fair value estimates were made at June 30, 2016 and December 31, 2015 based on pertinent market data and relevant information on the financial instrument.  These estimates do not include any premium or discount that could result from an offer to sell at one time the Company’s entire holdings of a particular financial instrument or category thereof.  Since no market exists for a substantial portion of the Company’s financial instruments, fair value estimates were necessarily based on judgments regarding future expected loss experience, current economic conditions, risk assessment of various financial instruments, and other factors.  Given the innately subjective nature of these estimates, the uncertainties surrounding them and the matter of significant judgment that must be applied, these fair value estimates cannot be calculated with precision.  Modifications in such assumptions could meaningfully alter these estimates.

 

Since these fair value approximations were made solely for on and off balance sheet financial instruments at June 30, 2016 and December 31, 2015, no attempt was made to estimate the value of anticipated future business.  Furthermore, certain tax implications related to the realization of the unrealized gains and losses could have a substantial impact on these fair value estimates and have not been incorporated into the estimates.

 

Note 10. Accumulated Other Comprehensive Income

 

There were no reclassifications out of accumulated other comprehensive income for the three and six months ended June 30, 2016.

 

Reclassifications out of accumulated other comprehensive income for the three and six months ended June 30, 2015 are as follows:

 

Details About Accumulated Other
Comprehensive Income Components

 

Amount Reclassified from
Accumulated Other
Comprehensive Income

 

Affected Line Item in the
Statements of Income

 

Three months ended June 30, 2015

 

 

 

 

 

Available for Sale Securities

 

 

 

 

 

Realized loss on sale of securities

 

$

(10

)

Losses on sale of securities

 

 

 

4

 

Income tax expense

 

Total reclassifications

 

$

(6

)

Net of tax

 

 

 

 

 

 

 

Six months ended June 30, 2015

 

 

 

 

 

Available for Sale Securities

 

 

 

 

 

Realized loss on sale of securities

 

$

(15

)

Losses on sale of securities

 

 

 

6

 

Income tax expense

 

Total reclassifications

 

$

(9

)

Net of tax

 

 

Note 11. Recent Accounting Pronouncements

 

This note provides a summary description of recent accounting standards that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the near future.

 

ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers .   The amendments in this ASU establish a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-specific guidance such as the real estate, construction and

 

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software industries.  The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services.  It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled.  To accomplish this objective, the standard requires five basic steps: i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.  Public entities will apply the new standard for annual periods beginning after December 15, 2017, including interim periods therein.  Three basic transition methods are available — full retrospective, retrospective with certain practical expedients, and a cumulative effect approach.  Under the third alternative, an entity would apply the new revenue standard only to contracts that are incomplete under legacy U.S. GAAP at the date of initial application (e.g. January 1, 2018) and recognize the cumulative effect of the new standard as an adjustment to the opening balance of retained earnings.  That is, prior years would not be restated and additional disclosures would be required to enable users of the financial statements to understand the impact of adopting the new standard in the current year compared to prior years that are presented under legacy U.S. GAAP.  Early adoption is prohibited under U.S. GAAP.   The same three transition alternatives apply. The implementation of ASU 2014-09 should not have a material impact on the Company’s financial position or results of operations.

 

ASU 2016-1, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.

 

In January 2016 the FASB issued ASU 2016-1, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01  requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. ASU 2016-01 will be effective for us on January 1, 2018 and is not expected to have a material impact on the Company’s financial position or results of operations.

 

ASU 2016-02, Leases.

 

In February 2016 the FASB issued ASU 2016-02, Leases . ASU 2016-02 amends existing lease accounting guidance to include the requirement to recognize most lease arrangements on the balance sheet. The adoption of this standard will require the Company to recognize the rights and obligations arising from operating leases as assets and liabilities. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, early adoption is permitted. The Company is presently evaluating the potential impact of the adoption of this accounting pronouncement to its financial position or results of operations.

 

ASU 2016-13, Financial Instruments — Credit Losses

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit

 

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quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. For public business entities that are U.S. Securities and Exchange Commission filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations.

 

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ITEM 2

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

You should read this discussion and analysis in conjunction with the consolidated unaudited interim consolidated financial statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements for the year ended December 31, 2015 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission.

 

Statements Regarding Forward Looking Information

 

This document contains forward-looking statements, in addition to historical information.  Forward looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” and variations of such words and similar expressions, or future or conditional verbs such as “would,” “should,” “could,” “may,” or similar expressions.  The U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, provide a safe harbor in regard to the inclusion of forward-looking statements in this document and documents incorporated by reference.

 

You should note that many factors, some of which are discussed elsewhere in this document and in the documents that are incorporated by reference, could affect the future financial results of Bancorp of New Jersey, Inc. and its subsidiaries and could cause those results to differ materially from those expressed in the forward-looking statements contained or incorporated by reference in this document.  These factors include, but are not limited, to the following:

 

·                   Economic conditions affecting the financial industry;

·                   Changes in interest rates and shape of the yield curve;

·                   Credit risk associated with our lending activities;

·                   Risks relating to our market area, significant real estate collateral and the real estate market;

·                   Legislative and regulatory changes and our ability to comply with the significant laws and regulations impacting the banking and financial services industry;

·                   Operating, legal and regulatory compliance risk;

·                   Regulatory capital requirements and our ability to raise and maintain capital;

·                   Our ability to prevent, detect and respond to any cyberattacks in order to protect our information assets and supporting infrastructure including information of our customers;

·                   Our ability to attract and retain well-qualified management;

·                   Fiscal and monetary policy;

·                   Economic, political and competitive forces affecting our business;

·                   Risks associated with potential business combinations; and

·                   That management’s analysis of these risks and factors could be incorrect, and/or that the strategies developed to address them could be unsuccessful.

 

Bancorp of New Jersey, Inc., referred to as “we” or the “Company,” cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, all of which change over time, and we assume no duty to update forward-looking statements, except as may be required by applicable law or regulation, and except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. We caution readers not to place undue reliance on any forward-looking statements.  These statements speak only as of the date made, and we advise readers that various factors, including those described above, could affect our financial performance and could cause actual results or circumstances for future periods to differ materially from those anticipated or projected.

 

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Critical Accounting Policies, Judgments and Estimates

 

Our financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report.  Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may significantly affect our reported results and financial position for the period or future periods.  Financial assets and liabilities required to be recorded at, or adjusted to reflect, fair value require the use of estimates, assumptions, and judgments.  Assets carried at fair value inherently result in more financial statement volatility.  Fair values and information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available.  When such information is not available, management estimates valuation adjustments.  Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on our financial condition and results of operations.

 

Allowance for Loan Losses

 

The allowance for loan losses (“ALLL”) represents our best estimate of losses known and inherent in our loan portfolio that are both probable and reasonable to estimate. In determining the amount of the ALLL, we consider the losses inherent in our loan portfolio and changes in the nature and volume of our loan activities, along with general economic and real estate market conditions. We utilize a segmented approach which identifies: (1) impaired loans for which specific reserves are established; (2) classified loans for which the general valuation allowance for the respective loan type is deemed to be inadequate; and (3) performing loans for which a general valuation allowance is established. We maintain a loan review system which provides for a systematic review of the loan portfolios and the identification of impaired loans. The review of residential real estate and home equity consumer loans, as well as other more complex loans, is triggered by identified evaluation factors, including delinquency status, size of loan, type of collateral and the financial condition of the borrower. Specific reserves are established for impaired loans based on a review of such information and/or appraisals of the underlying collateral. General reserves are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions and management’s judgment.

 

Although specific and general reserves are established in accordance with management’s best estimates, actual losses are dependent upon future events, and as such, further provisions for loan losses may be necessary in order to maintain the allowance for loan losses at an adequate level.  For example, our evaluation of the allowance includes consideration of current economic conditions, and a change in economic conditions could reduce the ability of borrowers to make timely repayments of their loans. This could result in increased delinquencies and increased non-performing loans, and thus a need to make additional provisions for loan losses. Any provision reduces our net income. While the allowance is increased by the provision for loan losses, it is decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. A change in economic conditions could adversely affect the value of properties collateralizing real estate loans, resulting in increased charges against the allowance and reduced recoveries, and require additional provisions for loan losses. Furthermore, growth or a change in the composition of our loan portfolio could require additional provisions for loan losses.

 

Deferred Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the period in which the deferred tax asset or liability is expected to be settled or realized.  The effect on deferred taxes of a change in tax rates is recognized in income in the period in which the change occurs.  Deferred tax assets are reduced, through a valuation allowance, if necessary, by the amount of such benefits that are not expected to be realized based on current available evidence.

 

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Results of Operations

 

Three Months Ended June 30, 2016 and 2015 and Six Months Ended June 30, 2016 and 2015

 

Our results of operations depend primarily on net interest income, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities.  Interest-earning assets consist principally of loans and investment securities, while interest-bearing liabilities consist primarily of deposits.  Net income is also affected by the provision for loan losses and the level of non-interest income, as well as by non-interest expenses, including salaries and employee benefits, occupancy and equipment expense, and other expenses, and income tax expense.

 

Net Income

 

Net income for the second quarter of 2016 was $1.0 million compared to $1.3 million for second quarter of 2015, a decrease of $262 thousand, or 20.30%.  This decrease was primarily due to an increase in non-interest expense of $647 thousand, 17.2% that was partially offset by decreases in interest expense of $316.8 thousand, and provision for loan loss and income tax expense of $263 thousand and $111.8 thousand, respectively.

 

Net income for the six months ended June 30, 2016 was approximately $2.3 million compared to net income of approximately $2.4 million for the six months ended June 30, 2015, a decrease of $94.8 thousand, or 3.9%.  The decrease was due to an increase of $809.5 thousand in non-interest expense partially offset by decreases in interest expense of $428.2 thousand and provision for loan loss of $332.7 thousand.

 

Net Interest Income

 

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities.  Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.  For the three month period ended June 30, 2016, net interest income decreased slightly by $12 thousand or 0.2%. Interest income on loans decreased $375.6 thousand for the three months ended June 30, 2016 as compared to the corresponding period last year. This decrease in interest income was due to a $3.2 million and $11.2 million decrease in the average balance of consumer and residential mortgage loans respectively. Yield on residential mortgages also decreased from 4.67% for the three months ended June 30, 2015 to 4.63% for the three months ended June 30, 2016. An increase in the commercial loans average balance of $7.6 million during the three months ended June, 2016 as compared to the three months ended June 30, 2016 was partially offset by a decrease in yield from 4.87% in June 2015 to 4.65% in the current quarter. A decrease in interest expense on certificate of deposits of $380 thousand for the three months ended June 30, 2016, compared to the three months ended June 30, 2015 was partially offset by an increase of $67 thousand in savings and money market deposits, and was due in most part to maturing of higher yield certificate of deposits being replaced by lower yield savings, money market and demand deposits.  In addition, the average balance of borrowings increased from $30.3 million for the quarter ended June 30, 2015, up to $38.8 million for the same quarter this year, an increase of $8.5 million.

 

During the six months ended June 30, 2016, net interest income reached $12.3 million compared to $11.9 million for the six months ended June 30, 2015, an increase of $338 thousand, or 2.8%.  Decreases in interest income from loans and investments of $192 thousand and $33 thousand respectively were partially offset by an increase in federal funds and other interest earning deposits of $135 thousand.  At the same time, total interest expense decreased by $428 thousand for the six months ended June 30, 2016 from the six months ended June 30, 2015.  The Company’s average rate paid on interest bearing liabilities decreased to 1.18% for the six months ended June 30, 2016, from 1.27% for the six months ended June 30, 2015.

 

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Provision for Loan Losses

 

The provision for loan losses represents our determination of the amount necessary to bring our allowance for loan losses to the level that we consider adequate to absorb probable losses inherent in our loan portfolio. See “Allowance for Loan Losses” for additional information about our allowance for loan losses and our methodology for determining the amount of the allowance.  The provision for loan losses was $150 thousand and $450 thousand for the three months and six month periods ended June 30, 2016, respectively, compared to $413 thousand and $783 thousand for the three month and six month periods ended June 30, 2015.

 

Non-interest Income

 

Our non-interest income is comprised primarily of service fees received from deposit accounts and gains (losses) on the sales of securities.  For the three months and six months ended June 30, 2016, non-interest income increased by $21 thousand and $48 thousand, respectively, as compared to the three months and six months ended June 30, 2015.

 

Non-interest Expense

 

Non-interest expense was to $4.4 million during the second quarter of 2016 compared to $3.8 million in the second quarter of 2015, an increase of approximately $647 thousand.  This increase was due in most part to increases in salaries and employee benefits of $291 thousand, and FDIC premiums and related expenses of $111 thousand.   The overall increase to non-interest expense generally was due to enhancing the Company’s risk management structure, including consultants, legal, experienced staff and loan system upgrades.  For the six months ended June 30, 2016, non-interest expense was $8.4 million compared to $7.6 million for the six months ended June 30, 2015, an increase of $810 thousand, or 10.7%.  The six month increases were primarily due to salaries and employee benefits, FDIC premiums and related expenses and other expenses of $471 thousand, $260 thousand and 230 thousand, respectively.

 

Income Tax Expense

 

The income tax provision decreased $112 thousand to $552 thousand for the three months ended June 30, 2016 from $664 thousand for the quarter ended June 30, 2015.  For the six months ended June 30, 2016, income tax expense was $1.3 million, basically unchanged from the six months ended June 30, 2015.  The effective tax rate for the three and six month periods ended June 30, 2016, were 34.9% and 35.5%, respectively, compared to 33.9% and 34.3%, respectively, for the corresponding periods in 2015.

 

FINANCIAL CONDITION

 

Total consolidated assets increased $18.5 million, or approximately 2.3%, from $802.9 million at December 31, 2015 to $821.4 million at June 30, 2016.  Loans receivable, or “total loans,” increased from $645.1 million at December 31, 2015 to $654.9 million at June 30, 2016, an increase of approximately $9.8 million, or 1.5%.  Total cash and cash equivalents increased from $74.2 million at December 31, 2015 to $87.3 million at June 30, 2016, an increase of $13.1 million.  Total deposits grew by $4.4 million to $705.1 million at June 30, 2016, from $700.7 million at December 31, 2015 . Borrowed funds grew to $38.3 million at June 30, 2016 from $26.5 million at December 31, 2015.

 

Loans

 

Our loan portfolio is the primary component of our assets.  Total loans, which exclude net deferred fees and costs and the allowance for loan losses, increased by 1.5% to reach $654.9 million at June 30, 2016 from $645.1 million at December 31 2015. An increase in commercial loans of $19.1 million was partially offset by

 

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decreases in consumer loans and residential mortgages of $2.3 million and $7.0 million respectively, during the six months ended June 30, 2016. Historically, we offered residential mortgage loans, however in light of the increasing regulatory and compliance burdens associated with these loans, they have become a less significant part of our business strategy. As a result, we expect our portfolio of residential mortgage loans to continue to decrease in future periods. As a community bank, our market area is concentrated in Bergen County, New Jersey, with commercial loans located primarily in New Jersey and New York. We believe that we will continue to have opportunities for commercial loan growth due in part, to our experienced staff and relationship focused strategy, and this commercial loan growth should help mitigate the run-off in the residential portfolio.

 

Our loan portfolio consists of commercial loans, commercial and residential real estate loans, consumer loans and home equity loans.  Commercial loans are made for the purpose of providing working capital primarily for construction, financing the purchase of an income producing property, purchase of equipment or inventory, as well as for other business purposes.  Real estate loans consist of loans secured by commercial or residential real property and loans for the construction of commercial or residential investment property.   We have a concentration of commercial loans collateralized by real estate.

 

We have not made any sub-prime loans.    We believe that our strategy of customer service, competitive rate structures, and selective marketing have enabled us to effectively compete as a relationship driven community bank.

 

For more information on the loan portfolio, see Note 6 in Notes to the Unaudited Consolidated Financial Statements in Part I, Item 1of this Quarterly Report on Form 10-Q.

 

Loan Quality

 

As mentioned above, our principal assets are our loans.  Inherent in the lending function is the risk of the borrower’s inability to repay a loan under its existing terms.  Risk elements include past due and restructured loans, potential problem loans and loan concentrations.

 

Impaired loans are identified by evaluating factors, including delinquency status, size of loan, type of collateral and the financial condition of the borrower. Non-performing assets include loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more, troubled debt restructuring loans and foreclosed assets.  When a loan is classified as nonaccrual, interest accruals discontinue and all past due interest, including interest applicable to prior years, is reversed and charged against current income.  Payments received from the borrower are applied to outstanding principal until such time as management determines that the financial condition of the borrower and other factors warrant returning the loan to accruing status.

 

We attempt to manage overall credit risk through loan diversification and our loan underwriting and approval procedures.  Due diligence begins at the time we begin to discuss the origination of a loan with a borrower.  Documentation, including a borrower’s credit history, materials establishing the value and liquidity of potential collateral, the purpose of the loan, the source and timing of the repayment of the loan, and other factors are analyzed before a loan is submitted for approval.  Loans made are also subject to periodic audit and review.

 

As of June 30, 2016 the Bank had fifteen nonaccrual loans totaling approximately $7.5 million. If the nonaccrual loans had been current in accordance with their original terms and had been outstanding throughout the three and six month periods ended June 30, 2016, the gross interest income that would have been recorded in such periods would have been approximately $43 thousand and $89 thousand, respectively.

 

Within its nonaccrual loans at June 30, 2016, the Bank had four residential mortgage loans, five home equity loans and one commercial real estate loan that met the definition of a troubled debt restructuring (“TDR”) loan.  During the second quarter of 2016, there were five new TDR loans totaling $2.2 million of which one was a residential mortgage and four were home equity loans.

 

TDRs are loans where the contractual terms have been modified for borrowers experiencing financial difficulties.  These modifications could include a reduction in the interest rate of the loan, payment extensions, forgiveness of principal, or a combination of these concessions.    At June 30, 2016, nonaccrual TDR loans had

 

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an outstanding balance of $6.9 million and had no specific reserves connected with them.  Of the nonaccruing TDR loans, two residential mortgage loans and two home equity loans totaling $526 thousand and $103 thousand, respectively, are performing in accordance with their modified terms.  At June 30, 2016, the Bank had a total of four accruing loans which met the definition of a TDR.

 

Investment Securities

 

Securities held as available for sale (“AFS”) were $58.7 million at June 30, 2016 compared to $64.8 million at December 31, 2015.

 

Deposits

 

Deposits remain our primary source of funds.  Total deposits increased to $705.2 million at June 30, 2016 from $700.7 million at December 31, 2015, an increase of $4.4 million, or 0.63%.  Time deposits and money market deposits decreased by $4.21 million and $2.8 million respectively while savings and interest bearing transaction accounts and noninterest bearing accounts increased by $20.0 million, $3.8 million, and $28.5 million, respectively, during the first six months of 2016. The Company has no foreign deposits, nor are there any material customer concentrations of deposits.

 

Borrowed Funds

 

Borrowings consist of long-term and short-term advances from the Federal Home Loan Bank of New York (“FHLBNY”).  These advances are secured under terms of a blanket collateral agreement by a pledge of qualifying securities and mortgage loans.  At June 30, 2016 and December 31, 2015, the Bank had outstanding borrowings of $38.3 million and $26.5 million, respectively, with the FHLBNY

 

Liquidity

 

Our liquidity is a measure of our ability to fund loans, withdrawals or maturities of deposits, and other cash outflows in a cost-effective manner.  Our principal sources of funds are deposits, scheduled amortization and prepayments of loan principal, maturities of investment securities, and funds provided by operations.  While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flow and loan prepayments are greatly influenced by prevailing interest rates, economic conditions, and competition.  In addition, if warranted, we would be able to access funds through established lines of credit and borrowings.

 

As of June 30, 2016, we had a $16 million overnight line of credit with Zions First National Bank, a $12 million overnight line of credit with First Tennessee Bank and a $10 million overnight line of credit with Atlantic Central Bankers Bank for the purchase of federal funds in the event that temporary liquidity needs arise.  There were no amounts outstanding under any of the facilities at June 30, 2016.  We are an approved member of the Federal Home Loan Bank of New York, or “FHLBNY.”  The FHLBNY relationship could provide additional sources of liquidity, if required.  At June 30, 2016, we have $ 38.3 million of borrowed funds from the FHLBNY.

 

Our total deposits equaled $705.2 million and $700.7 million, respectively, at June 30, 2016 and December 31, 2015. Cash and cash equivalents increased from $74.2 million on December 31, 2015 to $87.3 million on June 30, 2016.  The increase in cash is the result of an increase of $15.0 million in FHLBNY borrowed funds in the second quarter of 2016.

 

Through the investment portfolio, we have generally sought to obtain a safe, yet slightly higher yield than would have been available to us as a net seller of overnight federal funds, while maintaining liquidity.  Through our investment portfolio, we also attempt to manage our maturity gap, by seeking maturities of investments which coincide with maturities of deposits.  The investment portfolio also includes securities available for sale to provide liquidity for anticipated loan demand and other liquidity needs. (See Investment Securities)

 

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We believe that our current sources of funds provide adequate liquidity for our current cash flow needs.

 

Capital Resources

 

A significant measure of the strength of a financial institution is its capital base.

 

The banking regulators have established guidelines for leverage capital requirements, expressed in terms of Tier 1 or core capital as a percentage of average assets, to measure the soundness of a financial institution. In addition, banking regulators have established risk-based capital guidelines for U.S. banking organizations.

 

Under the final capital rules that became effective on January 1, 2015, there was a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and is being phased in over a four-year period, increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019.

 

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to Risk Weighted Assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

 

The following table summarizes the Bank’s risk-based capital and leverage ratios at June 30, 2016, the applicable minimum ratios, the applicable minimum required based on the phase-in provisions and the minimum required to be considered well capitalized:

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

Minimum Required

 

Minimum Capital

 

Capitalized Under

 

 

 

 

 

For Capital

 

With Phase-in

 

Prompt Corrective

 

 

 

June 30, 2016

 

Adequacy Purposes

 

Buffer Schedule

 

Action Regulations

 

 

 

 

 

 

 

 

 

 

 

Risk-Based Capital:

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 Capital

 

10.91

%

4.50

%

5.125

%

6.50

%

Tier 1 Capital Ratio

 

10.91

%

6.00

%

6.625

%

8.00

%

Total Capital Ratio

 

12.15

%

8.00

%

8.625

%

10.00

%

Leverage Ratio

 

9.24

%

4.00

%

N/A

 

5.00

%

 

The Company is subject to similar regulatory capital requirements, and its capital ratios are similar to the Bank’s capital ratios as presented in the table above.

 

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Table of Contents

 

ITEM 3. Quantitative and Qualitative Disclosures about Market/Interest Risk

 

As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item.

 

ITEM 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures.

 

As of June 30, 2016, the Company’s management including the Chief Executive Officer and President (our Principal Executive and Operating Officer) and Senior Vice President and Chief Financial Officer (our Principal Financial and Accounting Officer), evaluated the Company’s disclosure controls and procedures related to the recording, processing, summarization, and reporting of information in the Company’s periodic reports that the Company files with the Securities and Exchange Commission.

 

Based on their evaluation as of June 30, 2016, the Company’s Chief Executive Officer and President and the Company’s Senior Vice President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

 

Changes in internal controls over financial reporting.

 

There was no change in our internal control over financial reporting identified during the quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

 

PART II  OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

The Company and the Bank are periodically parties to or otherwise involved in legal proceedings arising in the normal course of business, such as claims to enforce liens, claims involving the making and servicing of real property loans, and other issues incident to the Bank’s business. Management does not believe that there are any pending or threatened proceedings against the Company or the Bank which, if determined adversely, would have a material effect on the business, financial position or results of operations of the Company or the Bank, nor are there any such proceedings known to be contemplated by governmental authorities.

 

Item 1A.  Risk Factors

 

As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item.

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds .

 

None

 

Item 3.    Defaults Upon Senior Securities

 

None.

 

Item 4.    Mine Safety Disclosures

 

Not Applicable

 

Item 5.    Other Information

 

None.

 

Item 6.    Exhibits

 

The exhibits filed or incorporated by reference as part of this report are listed in the Exhibit Index, which appears at page 40.

 

38



Table of Contents

 

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.

 

 

Bancorp of New Jersey, Inc.

 

 

 

 

 

 

Date:  August 12, 2016

By:

/s/ Nancy E. Graves

 

 

Nancy E. Graves

 

 

Chief Executive Officer and President

 

 

(Principal Executive and Operating Officer)

 

 

 

 

 

 

 

By:

/s/ Matthew Levinson

 

 

Matthew Levinson

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

39



Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

 

 

 

Description

10.1

 

(A)

 

Employment Agreement dated April 5, 2016, between Bank of New Jersey and Nancy E. Graves*

10.2

 

(A)

 

Change of Control Agreement dated April 5, 2016, between Bank of New Jersey and Nancy E. Graves*

10.3

 

(B)

 

Separation and Release Agreement, dated May 25, 2016, by and between Stephanie A. Caggiano and Bank of New Jersey*

31.1

 

 

 

Rule 13a-14(a) Certification of Principal Executive Officer

31.2

 

 

 

Rule 13a-14(a) Certification of Principal Financial Officer

32

 

 

 

Section 1350 Certifications

101

 

 

 

Interactive Data Files

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 Labels Linkbase Document

101.PRE

 

 

 

XBRL Taxonomy Extension Presentation Linkbase Document

 


*                                          Management compensatory plan, contract or arrangement.

(A)                                Incorporated by reference to the exhibits to registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 8, 2016.

 

(B)                                Incorporated by reference to Exhibit 10.1 to registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.

 

40


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