Edgar Filing: 1ST CONSTITUTION BANCORP

t914120fwp.htm

Filed Pursuant to Rule 433

Free Writing Prospectus

Dated September 17, 2012

Registration No. 333-183352

Constitution

Bancorp

INVESTOR PRESENTATION

September 2012

Cranbury, New Jersey

FORWARD-LOOKING STATEMENTS / SAFE HARBOR

This presentation contains forward-looking statements that are intended to be covered by the safe
harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of
1995. Forward-looking statements are not statements of historical fact, and can be identified by the
use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,”
“seek,” “target,” “intend” or “anticipate” or the negative thereof or comparable terminology. Forward-
looking statements include discussions of strategy, financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives, expectations or consequences of
various transactions, and statements about the future performance, operations, products and services
of 1st Constitution Bancorp and our subsidiaries. These forward-looking statements are subject to
various assumptions, risks, uncertainties and other factors . These risks are detailed in documents
filed by 1st Constitution Bancorp with the Securities and Exchange Commission including 1st
Constitution Bancorp's Quarterly Reports on Form 10-Q for the periods ended March 31, 2012 and
June 30, 2012 and the Annual Report on Form 10-K for the year ended December 31, 2011 and other
required filings under the Securities Exchange Act of 1934.

Because of these uncertainties, risks and the possibility of changes in these assumptions, actual
results could differ materially from those expressed in any forward-looking statements. Investors are
cautioned not to place undue reliance on these statements. 1st Constitution Bancorp assumes no
duty or obligation to update any forward-looking statements made in this presentation.

This presentation is for informational purposes only and does not constitute an offer to sell securities.
1st Constitution Bancorp has filed a prospectus and a registration statement with the Securities and
Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest,
you should read the prospectus and other documents 1st Constitution has filed with the SEC for more
complete information about 1st Constitution and this offering. You may get these documents for free
by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus may
also be obtained from 1st Constitution.

COMPANY PROFILE

• Growth-oriented community bank headquartered in Cranbury, New
Jersey

• Operates 14 branches throughout Middlesex, Mercer and Somerset
Counties and the Fort Lee area of Bergen County, New Jersey

• Seeks to provide customers a high level of personalized banking
services, emphasizing quick and flexible responses to customer
demands

• Redeemed all outstanding TARP Preferred in October 2010

• Closed acquisition of 3 branches from Amboy Bank in March 2011

• As of June 30, 2012:

– Total Assets: $777 million

– Gross Loans: $480 million

– Deposits: $669 million

– Shareholders’ Equity: $58 million

– Book Value per Share: $11.32

– Tangible Book Value per Share: $10.28

– Tangible Common Equity Ratio: 6.78%

– Total Regulatory Capital Ratio: 12.51%

FINANCIAL HIGHLIGHTS

SUMMARY FINANCIAL HIGHLIGHTS

• Publicly traded on the NASDAQ (“FCCY”)

• As of September 12, 2012:

– Market Capitalization: $46.2 million

– Price / Book Value: 79.5%

– Price / Tangible Book Value: 87.5%

– Price / Last Twelve Month Earnings: 9.6x

– Ownership:

• Insider - 20.8%

• Institutional - 7.1%

• Mutual Fund/Retail - 72.1%

• Have declared a 5% stock dividend annually since 1999(1)

STOCKHOLDER INFORMATION

(1) Declared a 6% stock dividend in 2006 and 2007

Robert F. Mangano	Joseph M. Reardon	Irving W. Wischik
President, CEO § Joined bank in 1996 § ~40 years banking experience § Prior experience: Urban National Bank, Midlantic Corporation § FCCY ownership: 7.6%	Chief Financial Officer § Joined bank in 2000 § ~25 years banking experience § Prior experience: BMJ Financial Corp. § FCCY ownership: 0.6%	Senior Vice President § Joined the Bank in 1997 § Senior Commercial Lender § 40 years banking experience § FCCY Ownership: under 1%
Jeffrey Apostolou	Walter Hrycyna	Steve Seong
Senior Vice President § Joined the Bank in 1998 § Head of Retail Mortgage Origination, § Specializing in residential mortgage banking. § 25 years banking experience § FCCY Ownership: under 1%	Senior Vice President § Joined the Bank in 2007 § Head of Mortgage Warehousing, § Specializing in wholesale mortgage banking § 35 years banking experience § FCCY Ownership: under 1%	Vice President § Joined the Bank in 2003 § Head of Small Business Lending § 25 years banking experience § Specializing in Small Business Lending through U.S. Small Business Administration § FCCY ownership: under 1%

Experienced management team with extensive local market knowledge

OFFICERS AND DIRECTORS

Charles S. Crow III	John P. Costas
Director, Chairman § Director since 1999 § Chairman since 2005 § Partner, law firm of Crow & Associates § FCCY ownership: 1.1%	Director § Director since 2011 § Chairman of PrinceRidge LLC § Formerly with UBS § FCCY ownership: 3.4%
David C. Reed	William M. Rue	Frank E. Walsh
Director § Director since 2004 § CEO, Mapleton Nurseries § Managing Director, Reed & Company § FCCY ownership: 0.2%	Director and Corporate Secretary § Director since 1999 § President, Charles E. Rue & Son, Inc. § President, Rue Financial Services, Inc. § FCCY ownership: 3.5%	Director § Director since 1999 § Vice President, Jupiter Capital Management Partners, LLC § FCCY ownership: 4.3%

Experienced management team with extensive local market knowledge

OFFICERS AND DIRECTORS

CURRENT BRANCH FOOTPRINT

Source: SNL Financial

Operates 14 branches throughout Middlesex, Mercer and Somerset Counties and
the Fort Lee area of Bergen County, New Jersey

Source: SNL Financial

MARKET DEMOGRAPHICS

1st Constitution operates in attractive market areas, with a higher median
household income than New Jersey or national medians

BALANCE SHEET TRENDS

CAGR defined as compound annual growth rate for the period from December 31, 2008 through June 30, 2012

INVESTMENT PORTFOLIO COMPOSITION

Total portfolio fair value of $227.1 million

LOAN COMPOSITION

Gross loans of $480 million

LOAN PORTFOLIO OVERVIEW

• Commercial and Industrial Loans

– Provided to small and middle market businesses most often located in the New
Jersey and New York area

– Strong consideration is given to long-term existing customers that have
maintained a favorable relationship

– Consist of term loans for equipment purchases, working capital lines of credit
that assist customer’s financing of accounts receivable and inventory, and
commercial mortgages for owner occupied properties

– Unsecured loans, when made, are generally granted to the Bank’s most credit
worthy borrowers

• Commercial Mortgage

– Primarily secured by owner and non owner occupied commercial, industrial, and
retail property within the state of New Jersey

– Generally written on an adjustable basis

– Repayment is structured on a fully amortizing basis for terms up to twenty years

LOAN PORTFOLIO OVERVIEW

• Construction Loans

– Primarily originates loans to developers and builders either on a revolving or non-
revolving basis

– Secured by the real estate to be developed and may also be secured by
additional collateral to mitigate the risk

• Mortgage Warehouse Funding

– Provides a revolving line of credit that is available to licensed mortgage banking
companies

– Originates one-to-four family residential mortgage loans that are pre-sold to the
secondary mortgage market

– On average, loans remain outstanding for a period of less than 30 days, with
repayment coming directly from the sale of the loan into the secondary mortgage
market

– Customers of the Warehouse Lines of Credit are required to maintain deposit
relationships that, on average, represent 10% to 15% of loan balances

ASSET QUALITY TRENDS

DEPOSIT COMPOSITION

Total deposits of $669 million

CAPITAL TRENDS

INCOME STATEMENT TRENDS

CAGR defined as compound annual growth rate for the period from December 31, 2008 through December 31, 2011

PERFORMANCE TRENDS

• Experienced management team with extensive in-market experience

• Significant insider ownership by management and directors

• Each line of business managed by trained professionals who have been
at the Company for an average of 10 years

• Internal audit, compliance, BSA, and loan review functions overseen in-
house by trained and experienced, full-time employees

• Focus on credit quality

• Attractive market demographics and growth opportunities

• Low cost, core deposit franchise

• Strong historical record of profitability

• Shareholder and customer focus

SUMMARY

1st Constitution Bancorp provides financial services to
consumers, businesses, and institutions in Central New
Jersey in the communities we serve

• Our basis of services emphasizes credit products for creditworthy

consumers and businesses, and deposit products and services
designed to enhance the value or our clients' assets.

•   Our employees are a key element in our success. We will train
    them appropriately and provide them with the means to deliver a
    superior level or service to our customers, and reward them
    accordingly for their overall performance.

•   Our mission is to enhance shareholder value by making each of
    our operating units a driving force towards providing shareholders
    with an appropriate rate of return on their investment.

MISSION STATEMENT

• Issuer: 1st Constitution Bancorp

• Ticker: NASDAQ: “FCCY”

• Offering Size: $5 Million

• Subscription Right: 0.109 per common share held

• Subscription Price: $9.00

• Current Price per Share: $9.00 (9/10/12 close)

• Record Date: September 5, 2012

• Expiration Date: 5:00 p.m. EST October 5, 2012

• Use of Proceeds: General corporate purposes

For more information, please contact:

Robert F. Mangano, President & CEO

Joseph M. Reardon, Sr. Vice President &Treasurer

(609-655-4500)

RIGHTS OFFERING SUMMARY

Constitution

Bancorp

THANK YOU!