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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 March 31, 2015

 

OR

 

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

 

For the transition period from               to              

 

Commission file number:  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  May 8, 2015 there were 6,238,041 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 — March 31, 2015 and December 31 2014

3

 

 

 

 

Unaudited Consolidated Statements of Income — Three Months Ended March 31, 2015 and March 31, 2014

4

 

 

 

 

Unaudited Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2015 and March 31, 2014

5

 

 

 

 

Unaudited Consolidated Statements of Cash Flows — Three Months Ended March 31, 2015 and March 31, 2014

6

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

7

 

 

 

Item 2.

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

25

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

33

 

 

 

Item 4.

Controls and Procedures

33

 

 

 

 

 

Part II

Other Information

 

 

 

 

Item 1.

Legal Proceedings

34

 

 

 

Item 1A.

Risk Factors

34

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

34

 

 

 

Item 3.

Defaults Upon Senior Securities

34

 

 

 

Item 4.

Mine Safety Disclosures

34

 

 

 

Item 5.

Other Information

34

 

 

 

Item 6.

Exhibits

34

 

 

 

Signatures

 

35

 

2



Table of Contents

 

BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in thousands, except share data)

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

2,043

 

$

1,218

 

Interest bearing deposits

 

49,399

 

20,386

 

Federal funds sold

 

456

 

456

 

Total cash and cash equivalents

 

51,898

 

22,060

 

 

 

 

 

 

 

Interest bearing time deposits

 

1,000

 

1,000

 

 

 

 

 

 

 

Securities available for sale

 

56,195

 

58,451

 

Securities held to maturity (fair value approximates $11,263 and $15,921 at March 31, 2015 and December 31, 2014, respectively)

 

11,261

 

15,923

 

Restricted investment in bank stock, at cost

 

2,090

 

2,162

 

 

 

 

 

 

 

Loans receivable

 

650,415

 

633,958

 

Deferred loan fees and unamortized costs, net

 

(419

)

(414

)

Less: allowance for loan losses

 

(7,502

)

(7,192

)

Net loans

 

642,494

 

626,352

 

Premises and equipment, net

 

10,148

 

10,136

 

Accrued interest receivable

 

2,498

 

2,441

 

Other real estate owned

 

737

 

897

 

Other assets

 

4,157

 

4,266

 

TOTAL ASSETS

 

$

782,478

 

$

743,688

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Deposits

 

 

 

 

 

Non-interest bearing

 

$

88,379

 

$

89,510

 

Savings and interest bearing transaction accounts

 

203,951

 

200,585

 

Time deposits under $100

 

57,692

 

54,396

 

Time deposits $100 and over

 

329,014

 

304,483

 

Total deposits

 

679,036

 

648,974

 

Borrowed funds

 

31,354

 

32,950

 

Accrued interest payable and other liabilities

 

1,601

 

1,870

 

TOTAL LIABILITIES

 

711,991

 

683,794

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, no par value, authorized 20,000,000 shares; issued and outstanding 6,238,041 and 5,369,984 at March 31, 2015 and December 31, 2014, respectively

 

60,349

 

50,998

 

Retained earnings

 

10,385

 

9,635

 

Accumulated other comprehensive loss

 

(247

)

(739

)

Total stockholders’ equity

 

70,487

 

59,894

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

782,478

 

$

743,688

 

 

See accompanying notes to unaudited consolidated financial statements

 

3



Table of Contents

 

BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF  INCOME

(in thousands, except per share data)

 

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

INTEREST INCOME

 

 

 

 

 

Loans, including fees

 

$

7,569

 

$

6,029

 

Securities

 

229

 

245

 

Federal funds sold and other

 

25

 

20

 

TOTAL INTEREST INCOME

 

7,823

 

6,294

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

Time deposits

 

1,525

 

1,288

 

Savings and money markets

 

297

 

227

 

Borrowed funds

 

126

 

 

TOTAL INTEREST EXPENSE

 

1,948

 

1,515

 

 

 

 

 

 

 

NET INTEREST INCOME

 

5,875

 

4,779

 

Provision for loan losses

 

370

 

440

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

5,505

 

4,339

 

NON-INTEREST INCOME

 

 

 

 

 

Fees and service charges on deposit accounts

 

48

 

54

 

Loss on sale of securities

 

(5

)

 

TOTAL NON-INTEREST INCOME

 

43

 

54

 

 

 

 

 

 

 

NON-INTEREST EXPENSE

 

 

 

 

 

Salaries and employee benefits

 

1,812

 

1,529

 

Occupancy and equipment expense

 

740

 

682

 

Other real estate owned related expenses

 

168

 

 

Data processing

 

235

 

205

 

Professional fees

 

166

 

136

 

Legal fees

 

135

 

46

 

FDIC premiums and related expenses

 

120

 

93

 

Other expenses

 

452

 

259

 

TOTAL NON-INTEREST EXPENSE

 

3,828

 

2,950

 

Income before provision for income taxes

 

1,720

 

1,443

 

Income tax expense

 

596

 

572

 

Net income

 

1,124

 

871

 

 

 

 

 

 

 

PER SHARE OF COMMON STOCK

 

 

 

 

 

Basic

 

$

0.20

 

$

0.16

 

Diluted

 

$

0.20

 

$

0.16

 

 

See accompanying notes to unaudited consolidated financial statements

 

4



Table of Contents

 

BANCORP OF NEW JERSEY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Net income

 

$

1,124

 

$

871

 

Other comprehensive income

 

 

 

 

 

Gross unrealized holding gains on securities available for sale, net of deferred income tax expense of $280 and $141, respectively

 

496

 

227

 

Reclassification adjustment for loss on sale of securities, net of tax benefit of $2 and $0, respectively

 

(3

)

 

Other comprehensive income

 

493

 

227

 

Comprehensive income

 

$

1,617

 

$

1,098

 

 

See accompanying notes to unaudited consolidated financial statements

 

5



Table of Contents

 

BANCORP OF NEW JERSEY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income

 

$

1,124

 

$

871

 

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

 

 

 

 

 

Provision for loan losses

 

370

 

440

 

Write down of other real estate owned

 

160

 

 

Amortization of securities premiums

 

27

 

25

 

Depreciation and amortization

 

149

 

141

 

Stock based compensation

 

54

 

94

 

Accretion of net loan origination fees

 

5

 

 

Loss on sale of securities

 

5

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in accrued interest receivable

 

(57

)

(730

)

(Increase) decrease in other assets

 

(170

)

1,693

 

(Decrease) increase in other liabilities

 

(269

)

197

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

1,398

 

2,731

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of securities held to maturity, net

 

(2,464

)

(7,126

)

Proceeds from maturities of securities held to maturity

 

7,126

 

14,015

 

Proceeds from sales of securities available for sale

 

2,995

 

 

Proceeds from the call of restricted investments in bank stock

 

72

 

 

Proceeds from sale of other real estate owned

 

 

730

 

Net increase in loans

 

(16,517

)

(31,256

)

Purchases of premises and equipment

 

(161

)

(46

)

NET CASH USED IN INVESTING ACTIVITIES

 

(8,949

)

(23,683

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net increase in deposits

 

30,062

 

12,242

 

Net decrease in borrowed funds

 

(1,596

)

 

Net proceeds from the sale of common stock through the private placement

 

9,297

 

 

Dividends

 

(374

)

(321

)

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

37,389

 

11,921

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

29,838

 

(9,031

)

Cash and cash equivalents, beginning of year

 

22,060

 

37,741

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

51,898

 

$

28,710

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

1,927

 

$

1,535

 

Income taxes

 

$

915

 

$

513

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing transactions:

 

 

 

 

 

 

 

Loans transferred to other real estate owned

 

$

 

$

964

 

 

See accompanying notes to unaudited consolidated financial statements.

 

6



Table of Contents

 

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 subsidiary, the “Company”), and its direct wholly-owned subsidiary, Bank of New Jersey (the “Bank”) and the Bank’s wholly-owned subsidiary, BONJ-New York Corp.  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 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 both residential 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

 

On March 2, 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, 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.

 

7



Table of Contents

 

The Company contributed the proceeds of the private placement to 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.  This 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 March 31, 2015, incentive stock options to purchase 210,900 shares have been issued to employees of the Bank under the 2006 Stock Option Plan, of which options to purchase 161,900 shares were outstanding.

 

Under the 2006 Stock Option Plan, there were no unvested options at March 31, 2015 and accordingly no unrecognized share based compensation expense.  Under the 2006 Stock Option Plan, no options were granted, exercised, or forfeited during the first three months of 2015.

 

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 March 31, 2015, 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 March 31, 2015.   No options were granted, exercised or forfeited during the first three months of 2014.

 

Under the 2007 Director Plan, there were no unvested options at March 31, 2015 and accordingly no unrecognized share based 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 ended March 31, 2015 and 2014.

 

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 March 31, 2015.  This amount changes based on the changes in the market value in the Company’s common stock.

 

The aggregate intrinsic value of options outstanding as of March 31, 2015 under the 2006 Stock Option Plan and the 2007 Director Plan was approximately $303 thousand.

 

The aggregate intrinsic value of options outstanding as of March 31, 2014 under the 2006 Stock Option Plan and the 2007 Director Plan was approximately $1.1 million.

 

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 affiliates (primarily the Bank) are eligible to receive awards under the 2011 Plan, provided, that only employees are eligible to receive incentive stock options.  During the quarter ended March 31, 2015, no shares of common stock were issued or forfeited under the 2011 Plan.   For the three months ended March 31, 2015 and 2014, $54,000 and $94,000, respectively, was recorded as expense for restricted stock that has been issued through the 2011 Plan in prior years.

 

8



Table of Contents

 

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.

 

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

 

 

 

For the Quarter Ended

 

 

 

March 31,

 

(In thousands except per share data) 

 

2015

 

2014

 

Net income applicable to common stock

 

$

1,124

 

$

871

 

Weighted average number of common shares outstanding - basic

 

5,659

 

5,343

 

Basic earnings per share

 

$

0.20

 

$

0.16

 

 

 

 

 

 

 

Net income applicable to common stock

 

$

1,124

 

$

871

 

Weighted average number of common shares outstanding

 

5,659

 

5,343

 

Effect of dilutive options

 

15

 

75

 

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

 

5,674

 

5,418

 

Diluted earnings per share

 

$

0.20

 

$

0.16

 

 

Incentive stock options to purchase 86,900 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 March 31, 2015.

 

Non-qualified options to purchase 331,334 shares of common stock at a weighted average price of $11.50; incentive stock options to purchase 90,000 shares of common stock at a weighted average price of $11.50; incentive stock options to purchase 97,900 shares of common stock at a weighted average price of $9.09; and 85,000 unvested shares of restricted common stock were included in the computation of diluted earnings per share for the three months ended March 31, 2014.

 

9



Table of Contents

 

Note 5.  Securities Available for Sale and Investment Securities

 

A summary of securities held to maturity and securities available for sale at March 31, 2015 and December 31, 2014 is as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

March 31, 2015

 

Cost

 

Gains

 

Losses

 

Value

 

Securities Held to Maturity:

 

 

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

$

7,261

 

$

 

$

 

$

7,261

 

U.S. Treasury obligations

 

4,000

 

2

 

 

4,002

 

Total securities held to maturity

 

11,261

 

2

 

 

11,263

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

6,596

 

 

(102

)

6,494

 

Government Sponsored Enterprise obligations

 

50,000

 

1

 

(300

)

49,701

 

Total securities available for sale

 

56,596

 

1

 

(402

)

56,195

 

 

 

 

 

 

 

 

 

 

 

Total securities

 

$

67,857

 

$

3

 

$

(402

)

$

67,458

 

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

December 31, 2014

 

Cost

 

Gains

 

Losses

 

Value

 

Securities Held to Maturity:

 

 

 

 

 

 

 

 

 

Obligations of states and political subdivisions

 

$

11,923

 

$

 

$

 

$

11,923

 

U.S. Treasury obligations

 

4,000

 

 

(2

)

3,998

 

Total securities held to maturity

 

15,923

 

 

(2

)

15,921

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

6,623

 

 

(221

)

6,402

 

Government sponsored enterprise obligations

 

53,000

 

 

(951

)

52,049

 

Total securities available for sale

 

59,623

 

 

(1,172

)

58,451

 

 

 

 

 

 

 

 

 

 

 

Total securities

 

$

75,546

 

$

 

$

(1,174

)

$

74,372

 

 

10



Table of Contents

 

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

 

March 31, 2015

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

$

 

$

 

$

6,494

 

$

(102

)

$

6,494

 

$

(102

)

Government Sponsored Enterprise obligations

 

 

 

44,700

 

(300

)

44,700

 

(300

)

Total securities available for sale

 

$

 

$

 

$

51,194

 

$

(402

)

$

51,194

 

$

(402

)

 

 

 

Less than 12 Months

 

More than 12 Months

 

Total

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

December 31, 2014

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

Securities Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

$

 

$

 

$

3,998

 

$

(2

)

$

3,998

 

$

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury obligation

 

 

 

6,402

 

(221

)

6,402

 

(221

)

Government Sponsored Enterprise obligations

 

2,994

 

(6

)

49,055

 

(945

)

52,049

 

(951

)

Total securities available for sale

 

2,994

 

(6

)

55,457

 

(1,166

)

58,451

 

(1,172

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total securities

 

$

2,994

 

$

(6

)

$

59,455

 

$

(1,168

)

$

62,449

 

$

(1,174

)

 

The amortized cost and fair value of securities held to maturity and securities available for sale at March 31, 2015 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):

 

 

 

2015

 

 

 

Securities Held to Maturity

 

Securities Available for Sale

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

 

 

Cost

 

Value

 

Cost

 

Value

 

One year or less

 

$

11,261

 

$

11,263

 

$

 

$

 

After one to five years

 

 

 

43,000

 

42,760

 

After five to ten years

 

 

 

13,596

 

13,435

 

Total

 

$

11,261

 

$

11,263

 

$

56,596

 

$

56,195

 

 

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 OTTI 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.

 

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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 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 March 31, 2015, the Company’s available for sale securities portfolio consisted of 22 securities, of which 20 were in an unrealized loss position for more than twelve months. No OTTI charges were recorded during the three months ended March 31, 2015. 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 $12.4 million and a fair value of $12.2 million, respectively, were pledged to secure public funds on deposit at March 31, 2015.  Securities with an amortized cost of $10.4 million and a fair value of $10.0 million, respectively, were pledged to secure public funds on deposit at December 31, 2014.

 

During the first quarter of 2015, the Company sold one security from its available for sale portfolio.  It recognized a loss of approximately $5 thousand from this sale.  The Company did not sell any securities from its held to maturity portfolio during the first quarter of 2015.  During the first quarter of 2014, the Company did not sell any securities from its available for sale or held to maturity portfolios.

 

Note 6.  Loans

 

The components of the loan portfolio at March 31, 2015 and December 31, 2014 are summarized as follows (in thousands):

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

 

 

 

 

Commercial real estate

 

$

450,046

 

$

431,727

 

Residential mortgages

 

54,873

 

56,079

 

Commercial

 

75,821

 

75,174

 

Home equity

 

68,555

 

69,631

 

Consumer

 

1,120

 

1,347

 

 

 

 

 

 

 

 

 

$

650,415

 

$

633,958

 

 

The Company grants commercial, mortgage and installment loans 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

 

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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.

 

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:

 

March 31, 2015

 

Commercial
Real Estate

 

Residential
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

)

 

 

 

 

 

(60

)

Recoveries

 

 

 

 

 

 

 

 

Provisions

 

288

 

187

 

31

 

(164

)

(4

)

32

 

370

 

Ending balance

 

$

5,178

 

$

535

 

$

1,159

 

$

336

 

$

20

 

$

274

 

$

7,502

 

Ending balance: individually evaluated for impairment

 

$

 

$

106

 

$

 

$

 

$

 

$

 

$

106

 

Ending balance: collectively evaluted for impairment

 

$

5,178

 

$

429

 

$

1,159

 

$

336

 

$

20

 

$

274

 

$

7,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

450,046

 

$

54,873

 

$

75,821

 

$

68,555

 

$

1,120

 

$

 

$

650,415

 

Ending balance: individually evaluted for impairment

 

1,746

 

4,138

 

 

2,497

 

 

 

8,381

 

Ending balance: collectively evaluated for impairment

 

$

448,300

 

$

50,735

 

$

75,821

 

$

66,058

 

$

1,120

 

$

 

$

642,034

 

 

March 31, 2014

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home
Equity

 

Consumer

 

Unallocated

 

Total

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

3,707

 

$

325

 

$

969

 

$

593

 

$

26

 

$

155

 

$

5,775

 

Charge-offs

 

(40

)

 

 

 

 

 

(40

)

Recoveries

 

 

 

1

 

 

 

 

1

 

Provisions

 

145

 

4

 

(38

)

6

 

67

 

256

 

440

 

Transfer

 

 

 

 

 

 

(198

)

(198

)

Ending balance

 

$

3,812

 

$

329

 

$

932

 

$

599

 

$

93

 

$

213

 

$

5,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

4,950

 

$

348

 

$

1,128

 

$

500

 

$

24

 

$

242

 

$

7,192

 

Ending balance: individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Ending balance: collectively evaluted for impairment

 

$

4,950

 

$

348

 

$

1,128

 

$

500

 

$

24

 

$

242

 

$

7,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

431,727

 

$

56,079

 

$

75,174

 

$

69,631

 

$

1,347

 

$

 

$

633,958

 

Ending balance: individually evaluted for impairment

 

1,787

 

4,455

 

 

2,512

 

 

 

8,754

 

Ending balance: collectively evaluated for impairment

 

$

429,940

 

$

51,624

 

$

75,174

 

$

67,119

 

$

1,347

 

$

 

$

625,204

 

 

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Table of Contents

 

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 March 31, 2015 and December 31, 2014 (in thousands):

 

March 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

 

$

913

 

$

 

$

373

 

$

1,286

 

$

448,760

 

$

450,046

 

$

1,746

 

Residential mortgages

 

1,070

 

 

691

 

1,761

 

53,112

 

54,873

 

3,963

 

Commercial

 

 

 

 

 

75,821

 

75,821

 

 

Home equity

 

 

475

 

1,363

 

1,838

 

66,717

 

68,555

 

2,438

 

Consumer

 

 

 

 

 

1,120

 

1,120

 

 

Total

 

$

1,983

 

$

475

 

$

2,427

 

$

4,885

 

$

645,530

 

$

650,415

 

$

8,147

 

 

December 31, 2014

 

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

 

$

 

$

377

 

$

 

$

377

 

$

431,350

 

$

431,727

 

$

1,787

 

Residential mortgages

 

361

 

 

963

 

1,324

 

54,755

 

56,079

 

4,279

 

Commercial

 

 

 

 

 

75,174

 

75,174

 

 

Home equity

 

 

475

 

1,275

 

1,750

 

67,881

 

69,631

 

2,453

 

Consumer

 

 

 

 

 

1,347

 

1,347

 

 

Total

 

$

361

 

$

852

 

$

2,238

 

$

3,451

 

$

630,507

 

$

633,958

 

$

8,519

 

 

The Company had no loans greater than ninety days delinquent and accruing interest

 

If nonaccrual loans had been current in accordance with their original terms and had been outstanding throughout the three-month periods ended March 31, 2015 and 2014, the gross interest income that would have been recorded in such periods would have been approximately $95 thousand and $50 thousand, respectively.  The amount of interest income on those loans that was included in net income for the three-month periods ended March 31, 2015 and 2014 was $0.

 

14



Table of Contents

 

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 March 31, 2015 and December 31, 2014 (in thousands):

 

March 31, 2015

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home Equity

 

Consumer

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

448,300

 

$

46,235

 

$

75,321

 

$

65,758

 

$

1,120

 

$

636,734

 

Special Mention

 

 

4,500

 

500

 

300

 

 

5,300

 

Substandard

 

1,746

 

4,138

 

 

 

2,497

 

 

 

8,381

 

Doubtful

 

 

 

 

 

 

 

Total

 

$

450,046

 

$

54,873

 

$

75,821

 

$

68,555

 

$

1,120

 

$

650,415

 

 

December 31, 2014

 

Commercial
Real Estate

 

Residential
Mortgages

 

Commercial

 

Home Equity

 

Consumer

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$

429,940

 

$

47,700

 

$

73,174

 

$

66,878

 

$

1,347

 

$

619,039

 

Special Mention

 

 

4,100

 

500

 

300

 

 

4,900

 

Substandard

 

1,787

 

4,279

 

1,500

 

2,453

 

 

10,019

 

Doubtful

 

 

 

 

 

 

 

Total

 

$

431,727

 

$

56,079

 

$

75,174

 

$

69,631

 

$

1,347

 

$

633,958

 

 

15



Table of Contents

 

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 March 31, 2015 and December 31, 2014 (in thousands):

 

March 31, 2015

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

Impaired loans with specific reserves:

 

 

 

 

 

 

 

Residential mortgage

 

$

1,051

 

$

1,147

 

$

106

 

Total impaired loans with specific reserves

 

1,051

 

1,147

 

106

 

 

 

 

 

 

 

 

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

Residential mortgage

 

3,087

 

3,448

 

 

Commercial real estate

 

1,746

 

2,461

 

 

Home equity

 

2,497

 

2,719

 

 

Total impaired loans with no specific reserves

 

7,330

 

8,628

 

 

Total impaired loans

 

$

8,381

 

$

9,775

 

$

106

 

 

December 31, 2014

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

Commercial real estate

 

$

1,787

 

$

1,787

 

$

 

Residential mortgages

 

4,455

 

4,543

 

 

Home equity

 

2,512

 

2,613

 

 

 

 

$

8,754

 

$

8,943

 

$

 

 

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Table of Contents

 

The following table provides information about the Company’s impaired loans and related amounts recorded in the allowance for loan losses for the three month periods ended March 31, 2015 and 2014 (in thousands):

 

 

 

2015

 

2014

 

 

 

Average
Recorded
Investment

 

Interest
Income
Recognized

 

Average
Recorded
Investment

 

Interest
Income
Recognized

 

Impaired loans with specific reserves:

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

 

$

 

$

714

 

$

 

Residential mortgage

 

1,053

 

 

880

 

 

Commercial

 

 

 

50

 

 

Home equity

 

 

 

1,594

 

13

 

Total impaired loans with specific reserves

 

1,053

 

 

3,238

 

13

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with no specific reserves:

 

 

 

 

 

 

 

 

 

Commercial real estate

 

1,767

 

 

3,363

 

29

 

Residential mortgage

 

3,243

 

 

4,117

 

38

 

Home equity

 

2,505

 

 

139

 

1

 

Total impaired loans with no specific reserves

 

7,515

 

 

7,619

 

68

 

Total impaired loans

 

$

8,568

 

$

 

$

10,857

 

$

81

 

 

Troubled debt restructuring 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, a combination of these concessions or other actions to maximize collection.

 

The following table summarizes information in regards to TDRs by loan portfolio class as of March 31, 2015 and December 31, 2014 (in thousands):

 

March 31, 2015

 

Accrual
Status

 

Number of
Loans

 

Nonaccrual
Status

 

Number of
Loans

 

Total

 

Residential mortgages

 

$

174

 

1

 

$

3,963

 

5

 

$

4,137

 

Commercial real estate

 

 

 

373

 

1

 

373

 

Home equity

 

60

 

1

 

941

 

2

 

1,001

 

 

 

$

234

 

2

 

$

5,277

 

8

 

$

5,511

 

 

December 31, 2014

 

Accrual
Status

 

Number of
Loans

 

Nonaccrual
Status

 

Number of
Loans

 

Total

 

Residential mortgages

 

$

175

 

1

 

$

4,008

 

5

 

$

4,183

 

Commercial real estate

 

 

 

377

 

1

 

377

 

Home equity

 

60

 

1

 

954

 

2

 

1,014

 

 

 

$

235

 

2

 

$

5,339

 

8

 

$

5,574

 

 

The following table summarizes information in regards to TDRs that occurred during the three months ended March 31 2014 (in thousands):

 

 

 

 

 

Pre-Modification

 

Post-
Modification

 

 

 

 

 

Outstanding

 

Outstanding

 

 

 

Number of

 

Recorded

 

Recorded

 

2014

 

Loans

 

Investments

 

Investments

 

 

 

 

 

 

 

 

 

Residential mortgages

 

1

 

$

365

 

$

400

 

 

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Table of Contents

 

During the three months ended March 31, 2015, there were no new TDRs that occurred.

 

During the three months ended March 31, 2015 and 2014, there were no defaults of loans modified in troubled debt restructurings during the previous twelve months.

 

We may obtain physical possession of real estate collateralizing a residential mortgage loan or home equity loan via foreclosure or an in-substance repossession.  As of March 31, 2015, we have foreclosed residential real estate properties with a carrying value of $737 thousand as a result of obtaining physical possession.  In addition, as of March 31, 2015, we had residential mortgage loans and home equity loans with a carrying value of $2.1 million collateralized by residential 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 Bank’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 Bank generally holds collateral and/or personal guarantees supporting these commitments.  As of March 31, 2015, the Bank had $2.1 million of commercial and similar 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 March 31, 2015 for guarantees under standby letters of credit issued is not material.

 

Note 8 — Borrowed Funds

 

Borrowings may consist of long-term debt fixed rate advances from the FHLBNY as well as short term borrowings through lines of credit with other financial institutions.  Information concerning long-term borrowings at March 31, 2015, and December 31, 2014, is as follows (in thousands):

 

March 31, 2015

 

Amount

 

Rate

 

Original
Term (years)

 

Maturity

 

Fixed Rate Amortizing Note

 

$

4,355

 

1.50

%

5

 

June 2019

 

Fixed Rate Amortizing Note

 

6,654

 

1.51

%

5

 

July 2019

 

Fixed Rate Amortizing Note

 

6,323

 

1.51

%

5

 

August 2019

 

Fixed Rate Amortizing Note

 

4,666

 

2.02

%

7

 

August 2021

 

Fixed Rate Amortizing Note

 

9,356

 

1.48

%

5

 

October 2019

 

 

 

 

 

 

 

 

 

 

 

Total FHLB Advances

 

$

31,354

 

1.58

%

 

 

 

 

 

December 31, 2014

 

Amount

 

Rate

 

Original
Term (years)

 

Maturity

 

Fixed Rate Amortizing Note

 

$

4,598

 

1.50

%

5

 

June 2019

 

Fixed Rate Amortizing Note

 

7,018

 

1.51

%

5

 

July 2019

 

Fixed Rate Amortizing Note

 

6,662

 

1.51

%

5

 

August 2019

 

Fixed Rate Amortizing Note

 

4,833

 

2.02

%

7

 

August 2021

 

Fixed Rate Amortizing Note

 

9,839

 

1.48

%

5

 

October 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

$

32,950

 

1.57

%

 

 

 

 

 

The Bank has an overnight line of credit with ACBB for $10.0 million and an overnight line of credit with First Tennessee Bank for $12.0 million 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 borrowings on any of the lines of credit at March 31, 2015 and December 31, 2014.

 

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Note 9. Fair Value Measurements and Fair Value of Financial Instruments

 

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).

 

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 March 31, 2015 and December 31, 2014, respectively, are as follows (in thousands):

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

March 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

 

$

6,494

 

$

 

$

6,494

 

$

 

Government Sponsored Enterprise obligations

 

49,701

 

 

49,701

 

 

Total securities available for sale

 

$

56,195

 

$

 

$

56,195

 

$

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

December 31, 2014

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

U.S. Treasury obligations

 

$

6,402

 

$

 

$

6,402

 

$

 

Government sponsored enterprise obligations

 

52,049

 

 

52,049

 

 

Total securities available for sale

 

$

58,451

 

$

 

$

58,451

 

$

 

 

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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 March 31, 2015 and December 31, 2014, respectively, follows (in thousands):

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

March 31, 2015

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

Impaired Loans

 

$

2,319

 

$

 

$

 

$

2,319

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

737

 

$

 

$

 

$

737

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Description

 

December 31, 2014

 

Quoted Prices in
Active Markets for
Identical Assets

 

Significant Other
Observable Inputs

 

Significant
Unobservable Inputs

 

Impaired loans

 

$

1,723

 

$

 

$

 

$

1,723

 

 

 

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):

 

March 31, 2015

 

Fair Value
Estimate

 

Valuation
Techniques

 

Unobservable
Input

 

Range (Weighted Average)

 

 

 

 

 

 

 

 

 

 

 

Impaired Loans

 

$

2,319

 

Appraisal of Collateral (1)

 

Appraisal Adjustments (2)

 

0% - 35.0% (-9.7%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation Expenses (2)

 

0% - 16.6% (-13.7%)

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

737

 

Appraisal of Collateral (1)

 

Appraisal Adjustments (2)

 

0% - 40.8% (-21.34%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation Expenses (2)

 

0% - 7.3% (-6.7%)

 

 

December 31, 2014

 

Fair Value
Estimate

 

Valuation
Techniques

 

Unobservable
Input

 

Range (Weighted Average)

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

1,723

 

Appraisal of Collateral (1)

 

Appriasal Adjustments (2)

 

0% - 46.3% (-38.4%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidation Expenses (2)

 

0% - 60.2% (-20.2%)

 

 


(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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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.  The following methods and assumptions were used to estimate the fair values of the Company’s finanical instruments at March 31, 2015 and December 31, 2014:

 

Fair value estimates and assumptions are set forth below for the Company’s financial instruments at March 31, 2015 and December 31, 2014 (in thousands):

 

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

March 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

 

$

51,898

 

$

51,898

 

$

51,898

 

$

 

$

 

Interest bearing time deposits

 

1,000

 

1,000

 

 

1,000

 

 

Securities available for sale

 

56,195

 

56,195

 

 

56,195

 

 

Securities held to maturity

 

11,261

 

11,263

 

 

11,263

 

 

Restricted investment in bank stock

 

2,090

 

2,090

 

 

2,090

 

 

Net loans

 

642,494

 

645,066

 

 

 

645,066

 

Accrued interest receivable

 

2,498

 

2,498

 

 

2,498

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

679,036

 

681,708

 

292,330

 

389,378

 

 

Borrowed funds

 

31,354

 

31,496

 

 

31,496

 

 

Accrued interest payable

 

780

 

780

 

 

780

 

 

 

 

 

 

 

 

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

December 31, 2014

 

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

 

$

22,060

 

$

22,060

 

$

22,060

 

$

 

$

 

Interest bearing time deposits

 

1,000

 

1,000

 

 

1,000

 

 

Securities available for sale

 

58,451

 

58,451

 

 

58,451

 

 

 

Securities held to maturity

 

15,923

 

15,921

 

 

15,921

 

 

 

Restricted investment in bank stock

 

2,162

 

2,162

 

 

2,162

 

 

Net loans

 

626,352

 

629,086

 

 

 

629,086

 

Accrued interest receivable

 

2,441

 

2,441

 

 

2,441

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

648,974

 

650,729

 

290,095

 

360,634

 

 

Borrowed funds

 

32,950

 

32,972

 

 

32,972

 

 

Accrued interest payable

 

758

 

758

 

 

758

 

 

 

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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

 

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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 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 March 31, 2015 and December 31, 2014 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 March 31, 2015 and December 31, 2014, 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. 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 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure

 

In January, 2014, the FASB issued ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This ASU clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The ASU also requires additional related interim and annual disclosures. The guidance in this ASU is effective for annual and interim periods beginning after December 15, 2014.  The implementation of ASU 2014-01 did not have a material impact on the Company’s financial position or results of operations.

 

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Table of Contents

 

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 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, 2016, 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, 2017) 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.

 

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Table of Contents

 

ASU 2014-14, Receivables — Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force

 

In August 2014 the FASB issued ASU 2014-14, Receivables — Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force.  The amendments in this ASU address a practice issue related to the classification of certain foreclosed residential and nonresidential mortgage loans that are either fully or partially guaranteed under government programs. Specifically, creditors should reclassify loans that meet certain conditions to “other receivables” upon foreclosure, rather than reclassifying them to other real estate owned (OREO). The separate other receivable recorded upon foreclosure is to be measured based on the amount of the loan balance (principal and interest) the creditor expects to recover from the guarantor.  The ASU is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014.  The implementation of ASU 2014-14 did not have a material impact on the Company’s financial position or results of operations.

 

Note 11. Accumulated Other Comprehensive Income

 

Reclassifications out of accumulated other comprehensive income for the three months ended March 31, 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 March 31, 2015

 

 

 

 

 

Available for Sale Securities

 

 

 

 

 

 

Realized loss on sale of securities

 

$

(5

)

Losses on sale of securities

 

 

 

2

 

Income tax expense

 

Total reclassifications

 

$

(3

)

Net of tax

 

 

There were no reclassifications out of accumulated other comprehensive income for the three months ended March 31, 2014.

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Table of Contents

 

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, 2014 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, 2014, 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 “will,” “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:

 

·                  Current 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;

·                  Operating, legal and regulatory risk;

·                  Fiscal and monetary policy;

·                  Economic, political and competitive forces affecting the Company’s business; 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.

 

Critical Accounting Policies, Judgments and Estimates

 

The consolidated unaudited financial statements have been prepared in conformity with U.S. generally accepted accounting principles.  In preparing the consolidated unaudited financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of financial condition and revenues and expenses for the period indicated.  Actual

 

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results could differ significantly from those estimates.  Management believes the following critical accounting policies encompass the more significant judgments and estimates used in the preparation of the consolidated unaudited financial statements.

 

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 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.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to effect changes that result in additions to the allowance based on the agencies’ judgments about information available to them at the time of their examinations.

 

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 March 31, 2015 compared to Three Months Ended March 31, 2014

 

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 first quarter of 2015 was $1.1 million, an increase of $253 thousand, or 29.0%, from the first quarter of 2014 net income of $871 thousand.  This increase was driven primarily by an increase in net interest income of $1.1 million, or 22.9% and a decrease in the loan loss provision of $70 thousand, or 15.9%, offset somewhat by an increase in non-interest expense of $878 thousand, or 29.8%.  On a per share basis, basic and diluted earnings per share increased $0.04 for the first quarter of 2015 to $0.20 compared to $0.16 per share for the first quarter in 2014.

 

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 March 31, 2015, the growth in net interest income was powered primarily by increased interest income from loans, including fees.  Interest income on loans increased by $1.5 million in the first three months of 2015, as compared to the same period last year.  This increase in income was due to a $161.0 million increase in the average balance of loans during the quarter ended March 31, 2015, up to $646.7 million as compared to the first quarter of 2014 average loan balance of $85.7 million, partially offset by a decrease in the average rate earned on loans, from 5.03% for the three months ended March 31, 2014 down to 4.74% for the three months ended March 31, 2015, a decrease of 29 basis points.  Interest expense increased by $433 thousand for the quarter ended March 31, 2015, as compared to the quarter ended March 31, 2014, due to an increase in the average balance of interest bearing deposits of $101.3 million, to $594.3 million during the quarter ended March 31, 2015 from $493.0 million during the quarter ended March 31, 2014.  The average interest rate paid on interest bearing deposits decreased by 1 basis point to 1.24% for the quarter ended March 31, 2015, from 1.25% for the same period last year.

 

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 $370 thousand for the three months ended March 31, 2015 as compared to $440 thousand for the three months ended March 31, 2014.  The decrease in the provision is due in most part to the decrease in the actual loans added in the quarter ended March 31, 2015 as compared to the loans added in the quarter ended March 31, 2014.  In the first quarter of 2015, loans grew by $16.5 million, a decrease of $14.3 million from the loan growth in the first quarter of 2014, of $30.8 million.

 

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Non-interest Income

 

Non-interest income decreased by $11 thousand to $43 thousand for the three months ended March 31, 2015 from $54 thousand for the three months ended March 31, 2014.

 

Non-interest Expense

 

Non-interest expense grew to $3.8 million during the first quarter of 2015 compared to $3.0 million in the first quarter of 2014, an increase of approximately $878 thousand.  This increase was due in most part to increases in salaries and employee benefits, other real estate owned related expenses and other expenses of $283 thousand, $168 thousand and $193 thousand, respectively.  The increase in salaries and employee benefits was primarily due to general increases in staff, salaries and benefits.  The increase in other real estate owned related expenses was due to the write down in the fair market value of the two properties in other real estate owned.  Other expenses increased, in part, due to increases in third party payroll servicing expenses and advertising, which increased $45 thousand and $33 thousand, respectively.

 

Income Tax Expense

 

The income tax provision increased $24 thousand to $596 thousand for the quarter ended March 31, 2015, as compared to $572 thousand for the quarter ended March 31, 2014.  The increase in the income tax expense for the quarter ended March 31, 2015 as compared to the quarter ended March 31, 2014 was due primarily to the increase in the Company’s pre-tax income of $277 thousand, offset somewhat by the impact of our establishment of a Real Estate Investment Trust or REIT during the third quarter of 2014.  The effective tax rate for the first quarter of 2015 was 34.7% compared to 39.6% for the first quarter of 2014.

 

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FINANCIAL CONDITION

 

Total consolidated assets increased $38.8 million, or approximately 5.2%, from $743.7 million at December 31, 2014 to $782.5 million at March 31, 2015.  Cash and cash equivalents increased by $29.8 million to $51.9 million at March 31, 2015 from $22.1 million at December 31, 2014.  Loans receivable, or “total loans,” increased from $634.0 million at December 31, 2014 to $650.4 million at March 31, 2015, an increase of approximately $16.5 million, or 2.6%.  Total deposits increased from $649.0 million at December 31, 2014 to $679.0 million at March 31, 2015, an increase of $30.1 million, or approximately 4.6%.

 

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 2.6% to reach $650.4 million at March 31, 2015 from $634.0 million at December 31 2014.  Commercial real estate mortgages and commercial loans increased $18.3 million and $647 thousand, respectively, during the three months ended March 31, 2015 as compared to December 31, 2014, offset somewhat by decreases in residential mortgages, home equity loans and consumer loans of $1.2 million, $1.1 million and $227 thousand, respectively.  We believe that we will continue to have opportunities for loan growth within the Bergen County market of northern New Jersey, due in part, to our customer service and competitive rate structures.

 

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, financing the 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 property.  Consumer loans and home equity loans, are made for the purpose of financing the purchase of consumer goods, home improvements, and other personal needs, and are generally secured by the personal property being owned or being purchased.

 

Our loans are primarily to businesses and individuals located in Bergen County, New Jersey.  We have not made loans to borrowers outside of the United States.  We have not made any sub-prime loans.  Commercial lending activities are focused primarily on lending to small business borrowers.  We believe that our strategy of customer service, competitive rate structures, and selective marketing have enabled us to gain market entry to local loans.  Furthermore, we believe that bank mergers and lending restrictions at larger financial institutions with which we compete have also contributed to the success of our efforts to attract borrowers.

 

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.

 

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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.

 

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 and accruing loans that are 90 days past due, 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.  Until the loan becomes current, any 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 merit recognition of such payments of interest.

 

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 March 31, 2015 the Bank had fifteen nonaccrual loans totaling approximately $8.1 million, of which three loans totaling approximately $1.0 million had specific reserves of $106 thousand and twelve loans totaling approximately $7.1 million had no specific reserve.  If nonaccrual loans had been current in accordance with their original terms and had been outstanding throughout the three-month period ended March 31, 2015, the gross interest income that would have been recorded in such period would have been approximately $95 thousand.

 

Within its nonaccrual loans at March 31, 2015, the Bank had five residential mortgage loans, two home equity loans and one commercial real estate loan that met the definition of a troubled debt restructuring (“TDR”) loan.  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, a combination of these concessions or other actions to maximize collection.  At March 31, 2015, nonaccrual TDR loans had an outstanding balance of $5.3 million and had specific reserves of $106 thousand connected with them.  Three residential mortgage loans, one home equity loan and one commercial real estate loan, totaling $3.3 million, $44 thousand and $897 thousand, respectively, are performing in accordance with their modified terms.

 

During the first quarter of 2015, there were no new TDR loans.  During the first quarter of 2014, one residential mortgage loan totaling $400 thousand was modified as a TDR.  This loan is performing in accordance with its modified terms.  At March 31, 2015, the Bank had a total of two accruing loans which met the definition of a TDR.

 

As a community bank, our market area is concentrated in Bergen County, New Jersey, and as a result we have a concentration of loans collateralized by real estate, primarily in our market area at March 31, 2015 and December 31, 2014.  The Bank’s loan portfolio has no foreign loans and no sub-prime loans.

 

Investment Securities

 

Securities held as available for sale (“AFS”) were $56.2 million at March 31, 2015 compared to $58.5 million at December 31, 2014.

 

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Deposits

 

Deposits remain our primary source of funds.  Total deposits increased to $679.0 million at March 31, 2015 from $649.0 million at December 31, 2014, an increase of $30.0 million, or 4.6%.  Time deposits, and savings and interest bearing transaction accounts increased by $27.8 million and $3.4 million, respectively, offset somewhat by a decrease in noninterest bearing deposits of $1.1 million during the first quarter of 2015.  The Company has no foreign deposits, nor are there any material concentrations of deposits.

 

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 borrow funds.

 

Our total deposits equaled $679.0 million and $649.0 million, respectively, at March 31, 2015 and December 31, 2014.  During the first quarter of 2015, the Company closed on a private placement of approximately $9.5 million, or 868,057 shares of common stock and contributed the proceeds to the Bank.  Cash and cash equivalents increased from $22.1 million on December 31, 2014 to $51.9 million on March 30, 2015.  The increase in deposits and the proceeds from the private placement funded the increase in loans discussed above as well as the increase in cash and cash equivalents.

 

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.

 

As of March 31, 2015, we had 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 either facility at March 31, 2015.  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 March 31, 2015, we have $31.4 million of borrowed funds from the FHLBNY.

 

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.

 

In July 2013, the federal banking agencies issued final rules to implement the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (commonly known as Basel III) and changes required by the Dodd-Frank Act. The phase-in period for community banking organizations began January 1, 2015.  The final rules call for a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5%, a

 

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minimum ratio of tier 1 capital to risk-weighted assets of 6%., a minimum ratio of total capital to risk-weighted assets of 8% (no change from the current rule) and a minimum leverage ratio of 4%.

 

In addition, the final rules establish a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments. The phase-in period for the capital conservation, as well as countercyclical capital buffers, which increase the required amount of capital in times of economic expansion, consistent with safety and soundness, will begin for all banking organizations on January 1, 2016.

 

The following table summarizes the Bank’s risk-based capital and leverage ratios at March 31, 2015, as well as the applicable minimum ratios:

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

Minimum Rquired

 

Capitalized Under

 

 

 

 

 

For Capital

 

Prompt Corrective

 

 

 

March 31, 2015

 

Adequacy Purposes

 

Action Regulations

 

 

 

 

 

 

 

 

 

Common Equity Tier 1 Capital

 

10.61

%

4.50

%

6.50

%

Risk-Based Capital:

 

 

 

 

 

 

 

Tier 1 Capital Ratio

 

10.61

%

6.00

%

8.00

%

Total Capital Ratio

 

11.77

%

8.00

%

10.00

%

Leverage Ratio

 

9.04

%

4.00

%

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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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 March 31, 2015, the Company’s management including the Chief Executive Officer and President (our Principal Executive 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 March 31, 2015, 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 March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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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 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.

 

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.

 

Other than those unregistered sales of equity securities previously reported in a Current Report on Form 8-K, there were no unregistered sales of equity securities during the period.

 

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 36.

 

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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:

May 15, 2015

By:

/s/

 Michael Lesler

 

 

 

 Michael Lesler

 

 

 

 Chief Executive Officer and President

 

 

 

 (Principal Executive Officer)

 

 

 

 

 

 

 

 

 

By:

/s/

 Richard Capone

 

 

 

 Richard Capone

 

 

 

 Senior Vice President and

 

 

 

 Chief Financial Officer

 

 

 

 (Principal Financial and Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32

 

Section 1350 Certifications

 

 

 

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

 

37