e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark one)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-52749
BANCORP OF NEW JERSEY, INC.
(Exact name of registrant as specified in its charter)
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New Jersey
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20-8444387 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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204 Main Street, Fort Lee, New Jersey
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07024 |
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(Address of principal executive offices)
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(Zip Code) |
(Registrants 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act: (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.):
Yes o
No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
As of August 3, 2007 there were 2,413,565 outstanding shares of the issuers class of common stock,
no par value.
BANCORP OF NEW JERSEY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data)
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June 30, 2007 |
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December 31, 2006 |
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ASSETS |
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Cash and due from banks |
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$ |
1,538 |
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$ |
284 |
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Interest bearing deposits |
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607 |
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1,569 |
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Federal funds sold |
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6,986 |
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Total cash and cash equivalents |
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2,145 |
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8,839 |
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Securities available for sale |
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100 |
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9,699 |
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Securities held to maturity, (estimated market
value of $1,998 in 2007 and $2,002 in
2006) |
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1,993 |
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1,993 |
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Loans receivable |
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141,086 |
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80,638 |
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Deferred loan fees and unamortized costs, net |
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83 |
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47 |
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Less: allowance for loan losses |
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1,494 |
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866 |
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Net loans |
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139,675 |
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79,819 |
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Premises and equipment, net |
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6,904 |
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4,612 |
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Accrued interest receivable |
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488 |
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439 |
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Other assets |
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833 |
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646 |
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TOTAL ASSETS |
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$ |
152,138 |
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$ |
106,047 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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LIABILITIES: |
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Deposits: |
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Non-interest bearing |
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$ |
18,047 |
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$ |
10,244 |
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Savings and interest-bearing transaction accounts |
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47,672 |
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40,667 |
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Time deposits under $100 |
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3,617 |
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1,189 |
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Time deposits $100 and over |
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31,372 |
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9,767 |
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Total deposits |
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100,708 |
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61,867 |
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Federal funds purchased |
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7,127 |
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Other liabilities |
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770 |
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1,141 |
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TOTAL LIABILITIES |
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108,605 |
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63,008 |
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Commitments and contingencies |
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Stockholders equity: |
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Common stock, no par value, authorized
20,000,000 shares; issued and outstanding
2,413,256 shares at June 30, 2007; $10 par value,
authorized 5,000,000 shares; issued and
outstanding 2,399,846 shares at December 31, 2006 |
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43,964 |
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23,998 |
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Additional Paid in Capital |
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19,667 |
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Accumulated deficit |
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(431 |
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(665 |
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Accumulated other comprehensive income |
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39 |
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TOTAL STOCKHOLDERS EQUITY |
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43,533 |
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43,039 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
152,138 |
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$ |
106,047 |
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See accompanying notes to consolidated financial statements
3
BANCORP OF NEW JERSEY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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For the three months ended June 30, |
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2007 |
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2006 |
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(In thousands, except per share data) |
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INTEREST INCOME |
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Interest on escrow funds |
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$ |
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$ |
157 |
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Loans, including fees |
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2,334 |
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84 |
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Securities |
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54 |
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3 |
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Federal funds sold |
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3 |
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368 |
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TOTAL INTEREST INCOME |
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2,391 |
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612 |
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INTEREST EXPENSE |
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Savings and money markets |
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459 |
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18 |
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Time deposits |
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331 |
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1 |
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Short term borrowings |
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113 |
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42 |
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TOTAL INTEREST EXPENSE |
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903 |
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61 |
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NET INTEREST INCOME |
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1,488 |
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551 |
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Provision for loan losses |
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239 |
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197 |
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NET INTEREST INCOME AFTER PROVISION
FOR LOAN AND LEASE LOSSES |
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1,249 |
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354 |
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NONINTEREST INCOME principally fees and service charges |
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41 |
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NONINTEREST EXPENSE |
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Salaries and employee benefits |
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531 |
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380 |
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Occupancy and equipment expense |
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174 |
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167 |
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Other expenses |
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299 |
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112 |
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TOTAL NONINTEREST EXPENSE |
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1,004 |
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659 |
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Income (loss) before provision for income taxes |
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286 |
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(305 |
) |
Provision for income taxes |
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80 |
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NET INCOME (LOSS) |
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$ |
206 |
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$ |
(305 |
) |
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PER SHARE OF COMMON STOCK |
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Basic earnings (loss) |
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$ |
0.08 |
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$ |
(0.13 |
) |
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Diluted earnings (loss) |
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$ |
0.08 |
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$ |
(0.13 |
) |
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Share data has been adjusted to reflect the 10% stock distribution paid during January, 2007.
See accompanying notes to consolidated financial statements.
4
BANCORP OF NEW JERSEY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
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For the six months ended June 30, |
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2007 |
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2006 |
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(In thousands, except per share data) |
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INTEREST INCOME |
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Interest on escrow funds |
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$ |
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$ |
624 |
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Loans, including fees |
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4,077 |
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84 |
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Securities |
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215 |
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3 |
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Federal funds sold |
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64 |
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368 |
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TOTAL INTEREST INCOME |
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4,356 |
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1,079 |
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INTEREST EXPENSE |
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Savings and money markets |
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916 |
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18 |
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Time deposits |
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510 |
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1 |
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Short term borrowings |
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118 |
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42 |
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TOTAL INTEREST EXPENSE |
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1,544 |
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61 |
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NET INTEREST INCOME |
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2,812 |
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1,018 |
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Provision for loan losses |
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628 |
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197 |
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NET INTEREST INCOME AFTER PROVISION
FOR LOAN AND LEASE LOSSES |
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2,184 |
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821 |
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NONINTEREST INCOME principally fees and service charges |
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60 |
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NONINTEREST EXPENSE |
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Salaries and employee benefits |
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1,031 |
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|
698 |
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Occupancy and equipment expense |
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322 |
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287 |
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Other expenses |
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550 |
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141 |
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TOTAL NONINTEREST EXPENSE |
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1,903 |
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1,126 |
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Income (loss) before provision for income taxes |
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341 |
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(305 |
) |
Provision for income taxes |
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107 |
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NET INCOME (LOSS) |
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$ |
234 |
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$ |
(305 |
) |
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PER SHARE OF COMMON STOCK |
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Basic earnings(loss) |
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$ |
0.10 |
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$ |
(0.13 |
) |
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Diluted earnings(loss) |
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$ |
0.10 |
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$ |
(0.13 |
) |
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Share data has been adjusted to reflect the 10% stock distribution paid during January, 2007.
See accompanying notes to consolidated financial statements.
5
BANCORP OF NEW JERSEY, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the six months ended |
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June 30, |
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2007 |
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2006 |
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(in thousands) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
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$ |
234 |
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$ |
(305 |
) |
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
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Depreciation and amortization |
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69 |
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10 |
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Provision for loan losses |
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628 |
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197 |
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Recognition of stock option expense |
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43 |
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Changes in operating assets and liabilities: |
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(Increase)decrease in accrued interest receivable |
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(49 |
) |
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230 |
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Increase in other assets |
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(187 |
) |
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(83 |
) |
(Decrease)increase in accounts payable and other liabilities |
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(371 |
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5 |
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NET CASH PROVIDED BY OPERATING ACTIVITIES |
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367 |
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54 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchases of securities |
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(3,991 |
) |
Sales of securities available for sale |
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9,560 |
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Net increase in loans |
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(60,484 |
) |
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(16,479 |
) |
Purchases of premises and equipment |
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(2,361 |
) |
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(3,602 |
) |
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NET CASH USED IN
INVESTING ACTIVITIES |
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(53,285 |
) |
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(24,072 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net increase in deposits |
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38,841 |
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|
19,463 |
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Proceeds from issuance of common stock |
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42,724 |
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Increase in federal funds purchased |
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7,127 |
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Exercise of stock options and warrants |
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|
256 |
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NET CASH PROVIDED BY
FINANCING ACTIVITIES |
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46,224 |
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|
62,187 |
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Net (decrease) increase in cash and cash equivalents |
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(6,694 |
) |
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|
38,169 |
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Cash and cash equivalents, beginning of year |
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|
8,839 |
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|
12 |
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CASH AND CASH EQUIVALENTS, END OF PERIOD |
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$ |
2,145 |
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$ |
38,181 |
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Cash paid during the period for: |
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Interest |
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$ |
1,403 |
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$ |
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Income taxes |
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$ |
342 |
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$ |
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See accompanying consolidated notes to financial statements
6
BANCORP OF NEW JERSEY, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 2007
Note 1. Significant Accounting Policies
Basis
of Financial Statement Presentation
The accompanying consolidated financial statements include the accounts of Bancorp of New
Jersey, Inc., (the Company) and its direct wholly-owned subsidiary, Bank of New Jersey (the
Bank). These financial statements include the effect of the holding company reorganization
which took place on July 31, 2007 pursuant to a plan of acquisition that was approved by the
boards of directors of the Company and the Bank and adopted by the shareholders of the Bank
at a special meeting held July 19, 2007.
The holding company reorganization is accounted for as a reorganization under common control
and the assets, liabilities, and shareholders equity of the Bank immediately prior to the
holding company reorganization have been carried forward on the Companys consolidated
financials statements at the amounts carried its books at the effective date of the holding
company reorganization. The consolidated capitalization, assets, liabilities, results of
operations and other financial data of the Company immediately following the reorganization
were substantially the same as those of the Bank immediately prior to the holding company
reorganization. Accordingly, these consolidated financial statements of the Company include
the Banks historical recorded values.
The
Companys class of common stock has no par value and the
Banks
class of common stock has par value of $10 per share. As a result of
the holding company reorganization, amounts previously recognized as
additional paid in capital on the Banks financial statements
have been reclassified into common stock on the Companys
consolidated financial statements.
These financial statements reflect all adjustments and disclosures which management believes
are necessary for a fair presentation of interim results. All significant inter-company
accounts and transactions have been eliminated in consolidation. The results of operations
for the quarter and six months presented do not necessarily indicate the results that the
Company will achieve for all of 2007. You should read these consolidated unaudited interim
financial statements in conjunction with the financial statements and accompanying notes that
are presented in the Banks registration statement on Form 10, filed with the Federal Deposit
Insurance Corporation on April 30, 2007.
The financial information in this quarterly report has been prepared in accordance with U.S.
generally accepted accounting principles; these financial statements have not been audited.
Certain information and footnote disclosures required under generally accepted accounting
principles have been condensed or omitted, as permitted by rules and regulations of the
Securities and Exchange Commission.
Certain reclassifications have been made to the prior period financial statements to conform
to the June 30, 2007 presentation.
7
Organization
The Company is a New Jersey corporation and bank holding company registered with the Board of
Governors of the Federal Reserve System. 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 Banks focus is 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 the local market. 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 it 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. Stock Distribution
A 10% stock distribution was made during January, 2007 (the 2007 stock distribution).
Earnings per share and all share data have been restated to reflect the effect of the 2007
stock distribution.
Note 3. Benefit Plans and Stock-Based Compensation
During 2006, the Banks stockholders approved the 2006 Stock Option Plan (the 2006 Option
Plan). The 2006 Option plan allows employees of the Bank to purchase up to 119,992 shares
of the Banks common stock, as adjusted following the 2007 stock distribution. The option
price per share is the market value of the Banks stock on the date of grant. The option
price and number of shares underlying options outstanding on the date of the 2007 stock
distribution have been equitably adjusted to account for such stock distribution. During
2006, incentive stock options to purchase 62,150 shares were issued to employees of the Bank.
The Bank has no option awards with market or performance conditions attached to them.
8
During 2006, the Bank awarded incentive stock options (ISO) which vested over a 2 year period
and ISO options which vested over a 3 year period. The per share weighted-average fair
values of stock options granted during 2006, which vest over a 2 year period and a 3 year
period, were $2.52 and $4.34, respectively, on the date of grant using the Black Scholes
option-pricing model, as adjusted for the 2007 stock distribution. The options which vest
over a 2 year period used the following assumptions in determining the grant date fair value
of the 2006 option grants: expected dividend yields of 0.00%, risk-free interest rates of
4.77%, expected volatility of 16.00%; and average expected lives of 2 years. The options
which vest over a 3 year period used the following assumptions used in determining the grant
date fair value of the 2006 option grants: expected dividend yields of 0.00%, risk-free
interest rates of 4.77%, expected volatility of 22.00%; and average expected lives of 3.5
years.
Share based compensation expense was $22,000 and $43,000 for the three months and six months
ended June 30, 2007, respectively, compared to no share based compensation for the same
period in 2006. No stock options were granted during the first six months of 2007 or 2006.
Option activity under the Banks stock option plans for the six months ended June 30,
2007 is as follows:
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Exercise |
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|
|
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|
price |
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Number of |
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per |
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shares |
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|
share |
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|
Outstanding,
January 1, 2007 |
|
|
62,150 |
|
|
$ |
18.18 |
|
Granted |
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|
0 |
|
|
|
0.00 |
|
Exercised |
|
|
(11,000 |
) |
|
|
18.18 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding,
end of quarter |
|
|
51,150 |
|
|
$ |
18.18 |
|
|
|
|
|
|
|
|
|
|
|
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|
Options
exercisable at June
30, 2007 |
|
|
11,000 |
|
|
$ |
18.18 |
|
|
|
|
At a special meeting of stockholders of the Bank held on July 19, 2007, the stockholders
of the Bank adopted the 2007 Non-Qualified Stock Option Plan for Directors (the 2007
Director Plan). This plan provides for 240,000 options to purchase shares of common stock
to non-employee directors of the Bank. At June 30, 2007, there have been no grants to
non-employee directors under the 2007 Director Plan.
The 2006 Stock Option Plan and the 2007 Non-Qualified Stock Option Plan for Directors were
assumed by the Company pursuant to the plan of acquisition, effective July 31, 2007.
9
Note 4. Earnings Per Share.
Basic earnings per share is calculated by dividing net income by the weighted average number
of common shares outstanding during that period.
Diluted earnings per share is calculated by dividing net income by the weighted average number of
outstanding common shares and common share equivalents. Outstanding common share equivalents
include options and warrants to purchase its common stock.
All weighted average, actual shares and per share information have been adjusted retroactively for
the effects of the 2007 stock distribution. The following schedule shows earnings per share for
the three month periods presented:
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|
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|
For the three months ended |
|
|
|
June 30, |
|
(In thousands except per share data) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to
common stock |
|
$ |
206 |
|
|
$ |
(305 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding basic |
|
|
2,413 |
|
|
|
2,400 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.08 |
|
|
$ |
(0.13 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common
stock |
|
$ |
206 |
|
|
$ |
(305 |
) |
Weighted average number of common
shares
and common share equivalents diluted |
|
|
2,439 |
|
|
|
2,400 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.08 |
|
|
$ |
(0.13 |
) |
|
Options to purchase 51,150 shares of common stock at a weighted average price of $18.18
and 476,582 warrants to purchase shares of common stock at a weighted average price of $21.82 per
share were outstanding and were included in the computation of diluted earnings per share for the
second quarter of 2007. During the three months ended June 30, 2007, 2,727 warrants were
exercised. There were no warrants exercised during the three months ended June 30, 2006. There
were no dilutive common share equivalents during the second quarter of 2006 due to net loss
incurred.
10
All weighted average, actual shares and per share information have been adjusted
retroactively for the effects of the 2007 stock distribution. The following schedule shows
earnings per share for the six month periods presented:
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
|
June 30, |
|
(In thousands except per share data) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to
common stock |
|
$ |
234 |
|
|
$ |
(305 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding basic |
|
|
2,408 |
|
|
|
2,400 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.10 |
|
|
$ |
(0.13 |
) |
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common
stock |
|
$ |
234 |
|
|
$ |
(305 |
) |
Weighted average number of common
shares
and common share equivalents diluted |
|
|
2,444 |
|
|
|
2,400 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.10 |
|
|
$ |
(0.13 |
) |
|
Options to purchase 51,150 shares of common stock at a weighted average price of $18.18
and 476,582 warrants to purchase shares of common stock at a weighted average price of $21.82 per
share were outstanding and were included in the computation of diluted earnings for the six month
period ended June 30, 2007. During the six months ended June 30, 2007, 2,727 warrants were
exercised. There were no warrants exercised during the six months ended June 30, 2006. There were
no dilutive common share equivalents during the six months ended June 30, 2007 due to the net loss
incurred.
11
Note 5. Comprehensive Income
Total comprehensive income is presented for the three month and the six month periods ended
June 30, 2007, and 2006, respectively (in thousands) as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
206 |
|
|
$ |
(305 |
) |
|
|
|
|
|
|
|
|
|
Gross unrealized holding losses on
securities available for sale |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain realized on sale of securities
available for sale |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding losses on
securities available for sale (net of
taxes $(15)) |
|
|
(36 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income(loss) |
|
$ |
170 |
|
|
$ |
(305 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
Comprehensive Income (Loss) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
234 |
|
|
$ |
(305 |
) |
|
|
|
|
|
|
|
|
|
Gross unrealized holding losses on
securities available for sale |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain realized on sale of securities
available for sale |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on securities
available for sale (net of taxes $(15)) |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
$ |
195 |
|
|
$ |
(305 |
) |
|
|
|
|
|
|
|
12
Note 6. Securities Available for Sale and Investment Securities
A summary of securities available for sale at June 30, 2007 and at December 31, 2006 is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
Market |
June 30, 2007 |
|
Amortized Cost |
|
Gains |
|
Losses |
|
Value |
|
|
|
Government Sponsored
Enterprise obligations |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Equity Securities |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
Total available for sale |
|
$ |
100 |
|
|
|
|
|
|
|
|
|
|
$ |
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
Market |
December 31, 2006 |
|
Amortized Cost |
|
Gains |
|
Losses |
|
Value |
|
|
|
Government Sponsored
Enterprise obligations |
|
$ |
9,560 |
|
|
|
39 |
|
|
|
|
|
|
$ |
9,599 |
|
Equity Securities |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
Total available for sale |
|
$ |
9,660 |
|
|
|
39 |
|
|
|
|
|
|
$ |
9,699 |
|
|
|
|
A summary of held to maturity securities at June 30, 2007 and at December 31, 2006 is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
Market |
June 30, 2007 |
|
Amortized Cost |
|
Gains |
|
Losses |
|
Value |
|
|
|
Obligations of U.S. Treasury |
|
$ |
1,993 |
|
|
|
5 |
|
|
|
|
|
|
$ |
1,998 |
|
|
|
|
Total held to maturity |
|
$ |
1,993 |
|
|
|
5 |
|
|
|
|
|
|
$ |
1,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
Market |
December 31, 2006 |
|
Amortized Cost |
|
Gains |
|
Losses |
|
Value |
|
|
|
Obligations of U.S. Treasury |
|
$ |
1,993 |
|
|
|
9 |
|
|
|
|
|
|
$ |
2,002 |
|
|
|
|
Total held to maturity |
|
$ |
1,993 |
|
|
|
9 |
|
|
|
|
|
|
$ |
2,002 |
|
|
|
|
13
Note 7. Loans.
The components of the loan portfolio at June 30, 2007 and December 31, 2006 are summarized as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
Real estate |
|
$ |
95,340 |
|
|
$ |
50,787 |
|
Commercial |
|
|
23,964 |
|
|
|
14,678 |
|
Credit lines |
|
|
19,294 |
|
|
|
13,519 |
|
Consumer |
|
|
2,488 |
|
|
|
1,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
141,086 |
|
|
$ |
80,638 |
|
|
|
|
|
|
|
|
The Bank 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 Banks lien on the collateral. Such factors are dependent upon various
economic conditions and individual circumstances beyond the Banks control; the Bank is
therefore subject to risk of loss. The Bank believes its lending policies and procedures
adequately minimize the potential exposure to such risks and that adequate provisions for
loan losses are provided for all known and inherent risks. Management believes that the
allowance for loan losses is maintained at a level adequate to provide for losses inherent in
the loan portfolio.
14
The following tables present the activity in the allowance for loan losses during the periods
indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
Balance at beginning of period |
|
$ |
1,255 |
|
|
$ |
0 |
|
Provision charged to expense |
|
|
239 |
|
|
|
197 |
|
Loans charged off |
|
|
0 |
|
|
|
0 |
|
Recoveries |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
1,494 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
Balance at beginning of period |
|
$ |
866 |
|
|
$ |
0 |
|
Provision charged to expense |
|
|
628 |
|
|
|
197 |
|
Loans charged off |
|
|
0 |
|
|
|
0 |
|
Recoveries |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
1,494 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
There were no impaired loans at June 30, 2007 or at December 31, 2006. As of June 30, 2007
and December 31, 2006, the Bank also had no non-accrual loans or non-performing loans.
Note 8. Guarantees
The Company does not issue any guarantees that would require liability recognition or disclosure,
other than its standby letters of credit. Standby letters of credit are conditional commitments
issued by the Company to guarantee the performance of a customer to a third party. Generally, all
letters of credit, when issued have expiration dates within one year. The credit risk involved in
issuing letters of credit is essentially the same as those that are involved in extending loan
facilities to customers. The Company generally holds collateral and/or personal guarantees
supporting these commitments. As of June 30, 2007, the Company had $805 thousand 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 June 30, 2007 for guarantees under standby letters of credit issued
is not material.
15
Note 9. Recent Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements which is effective for fiscal years beginning after November
15, 2007 and for interim periods within those years. This statement defines fair value,
establishes a framework for measuring fair value and expands the related disclosure
requirements. Although it is not expected to have a material impact on the financial
statements, the Company is currently evaluating the impact the adoption of SFAS No. 157
will have on its financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of
FASB Statement No. 115. SFAS No. 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. SFAS No. 159 is effective as of the
beginning of an entitys first fiscal year that begins after November 15, 2007 but earlier
adoption is permitted provided the entity also elects to apply the provisions of SFAS No.
157 during the same time period. Although it is not expected to have a material impact on
the financial statements, the Company is currently evaluating the impact the adoption of
SFAS No. 159 will have on its financial statements. The Bank did not elect early adoption
of SFAS No. 159.
Effective January 1, 2007, the Company adopted the provisions of Financial Accounting
Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes.
The Interpretation provides clarification on accounting for uncertainty in income taxes
recognized in an enterprises financial statements in accordance with FASB Statement of
Financial Accounting Standard (SFAS) No. 109, Accounting for Income Taxes. The
Interpretation prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. As a result of the Companys evaluation of the implementation of
FIN 48, no significant income tax uncertainties were identified. Therefore, the Company
recognized no adjustment for unrecognized income tax benefits during the six months ended
June 30, 2007. Corporate tax returns for the 2006 year remain open to examination by
taxing authorities.
In May 2007, the FASB issued FASB Staff Position (FSP) FIN 48-1 Definition of Settlement
in FASB Interpretation No. 48 (FSP FIN 48-1). FSP FIN 48-1 provides guidance on how to
determine whether a tax position is effectively settled for the purpose of recognizing
previously unrecognized tax benefits. FSP FIN 48-1 is effective retroactively to January 1,
2007. The implementation of this standard did not have an impact on our consolidated
financial position or results of operations.
In March 2007, the FASB ratified EITF Issue No. 06-11, Accounting for Income Tax Benefits
of Dividends on Share-Based Payment Awards. EITF 06-11 requires companies to recognize the
income tax benefit realized from dividends or dividend equivalents that are charged to
retained earnings and paid to employees for non-vested equity-classified employee
share-based payment awards as an increase to additional paid-in capital. EITF 06-11 is
effective for fiscal years beginning after September 15, 2007. The Company does not expect
EITF 06-11 will have a material impact on its financial position, results of operations or
cash flows.
16
Note 10. Subsequent Event
On July 31, 2007, the Company became the bank holding company of the Bank pursuant to a
plan of acquisition that was approved by the boards of directors of the Company and the
Bank and adopted by the shareholders of the Bank at a special meeting held July 19, 2007.
Pursuant to the plan of acquisition, the holding company reorganization has been affected
through a contribution of all of the outstanding shares of Banks class of common stock to
the Company in a one-to-one exchange for shares of the Companys class of common stock.
Upon consummation of the reorganization, the Bank became the wholly-owned subsidiary of the
Company and all of the former shareholders of the Bank became shareholders of the Company.
The Company did not engage in any operations, other than organizational activities, or
issue any shares of its class of common stock prior to consummation of the holding company
reorganization. As a result, these financial statements include the effect of the holding
company reorganization and represent consolidated financial statements.
17
ITEM 2
Managements Discussion and Analysis of
Financial Condition and Results of Operations
You should read this section of the consolidated unaudited interim financial statements in
conjunction with the audited financial statements for the year ended December 31, 2006 and
Managements Discussion and Analysis of Financial Condition and Results of Operations presented
in the Banks registration statement on Form 10, filed with the Federal Deposit Insurance
Corporation on April 30, 2007. Such information filed by the Bank with the FDIC is available for
inspection at the offices of the FDICs Accounting and Securities Disclosure Section located at
Room F-6043, 550 17th Street, N.W., Washington, DC 20429. All weighted average, actual shares and
per share information set forth in this quarterly report on Form 10-Q has been adjusted for the
effect of the 2007 stock distribution.
Statements Regarding Forward Looking Information
The information disclosed in this document includes various forward-looking statements with
respect to credit quality, corporate objectives, and other financial and business matters. The
words anticipates, projects, intends, estimates, expects, believes, plans, may,
will, should, could, and other similar expressions are intended to identify such
forward-looking statements. We caution that these forward-looking statements are necessarily
speculative and speak only as of the date made, and are subject to numerous assumptions, risks and
uncertainties, all of which may change over time. Actual results could differ materially from such
forward-looking statements.
In addition to the factors we disclose elsewhere in this document, the following factors,
among others, could cause our actual results to differ materially and adversely from such
forward-looking statements: pricing pressures on loan and deposit products; competition; changes in
economic conditions nationally, regionally and in our markets; the extent and timing of actions of
the Federal Reserve Board; changes in levels of market interest rates; customer acceptance of our
products and services; credit risks of lending activities; changes in the conditions of the capital
markets in general and in the capital markets for financial institutions; and the extent and timing
of legislative and regulatory actions and reforms; and other risks and uncertainties detailed from
time to time in our regulatory filings.
The above-listed risk factors are not necessarily exhaustive, particularly as to possible
future events, and new risk factors may emerge from time to time. Certain events may occur that
could cause our actual results to be materially different than those described in forward-looking
statements. Any statements we make that are not historical facts should be considered to be
forward-looking statements. You should not place undue reliance on any forward-looking statements,
which only reflect managements analysis as of the date of this quarterly report. We undertake no
obligation to update forward-looking statements or to make any public announcement when we consider
forward-looking statements in this quarterly report to no longer be accurate, whether as a result
of new information of future events, except as may be required by applicable law or regulation.
18
Critical Accounting Policies, Judgments and Estimates
The financial statements have been prepared in conformity with U.S. generally accepted
accounting principles. In preparing the 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 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 financial statements.
Allowance for Loan Losses
Material estimates that are particularly susceptible to significant change in the near term
relate to the determination of the allowance for loan losses. Losses on loans are charged to
the allowance for loan losses. Additions to this allowance are made by recoveries of loans
previously charged off and by a provision charged to expense. The determination of the
balance of the allowance for loan losses is based on an analysis of the loan portfolio,
economic conditions and other factors warranting recognition. Management believes that the
allowance for loan losses is maintained at an adequate level to provide for losses inherent
in the loan portfolio. While management uses available information to recognize losses on
loans, future additions may be necessary based on changes in economic conditions,
particularly in New Jersey. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Banks allowance for loan losses. Such
agencies may require the Bank to recognize additions to the allowance based on their
judgments about information available to them at the time of their examinations.
Deferred Income Taxes
We recognize deferred tax assets and liabilities for future tax effects of temporary
differences. Deferred tax assets are subject to managements judgment based upon available
evidence that future realization is more likely than not. If management determines that we
may be unable to realize all of part of net deferred tax assets in the future, a direct
charge to income tax expense may be required to reduce the value of the net deferred tax
asset to the expected realizable amount.
19
Results of Operations
Three Months Ended June 30, 2007 and 2006 and Six Months Ended June 30, 2007 and 2006
Upon receipt of regulatory approvals, the Bank commenced normal operations during the second
quarter of 2006. Accordingly, the primary reason for the material changes in our results of
operations for the three months ended and the six months ended June 30, 2007, compared to the three
months ended and the six months ended June 30, 2006, is the commencement of normal operations.
Results of operations depend primarily on net interest income, which is the difference between
interest income on interest earning assets and interest expense in interest bearing liabilities.
Interest earning assets consist principally of loans and investment securities, while interest
bearing liabilities consist primarily of deposits and borrowings. 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 salary and employee benefits, occupancy expenses, and other operating expenses.
Net Income
Net income for the second quarter of 2007 was $206 thousand compared to net loss of $305
thousand for the second quarter of 2006. The net income for the second quarter of 2007 included a
$239 thousand provision for loan losses as well as an $80 thousand provision for income taxes. The
expense recorded for the allowance is reflective of the increase in total loans during the quarter
ended June 30, 2007. The provision for income taxes is reflective of the profitability sustained
during the second quarter of 2007.
Net income for the six months ended June 30, 2007 was $234 thousand compared to net loss of
$305 thousand for the six months ended June 30, 2007. The net income for the first half of 2007
included a $628 thousand provision for loan losses as well as a $107 thousand provision for income
taxes. The expense recorded for the allowance is reflective of the increase in total loans during
the six months ended June 30, 2007. The provision for income taxes is reflective of the
profitability sustained during the first half of 2007.
On a per share basis, basic and diluted earnings per share were $0.08 for the second quarter
of 2007 as compared to basic and diluted loss per share of $0.13 for the second quarter of 2006.
Basic and diluted earnings per share were $0.10 for the six months ended June 30, 2007 as compared
to basic and diluted loss per share of $0.13 for the six months ended June 30, 2007. All per share
data has been restated to reflect the ten percent stock distribution paid to shareholders during
January, 2007.
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. During the second quarter 2007, net interest income reached $1.5 million from $551 thousand
during the second quarter 2006 due to the Companys continued growth.
During the six months ended June 30, 2007, net interest income reached $2.8 million compared
to $1.0 million in 2006, due to the Companys continued growth. This increase reflects the effect
of six months of operations during 2007 as compared to the initial 50 days of operations after
opening for business on May 10, 2006.
20
Provision for Loan and Lease Losses
The provision for loan losses was $239 thousand for the three months ended June 30, 2007 as
compared to $197 thousand for the three months ended June 30, 2006. During the six months ended
June 30, 2007, the provision for loan losses was $628 thousand as compared to $197 thousand during
the six months ended June 30, 2007. For both the three month and six month periods, the increased
provision is directly related to the growth and composition of the loan portfolio.
Non-interest Income
Non-interest income, which was primarily attributable to service fees, reached $41 thousand
during the three months ended June 30, 2007 and reached $60 thousand during the six months ended
June 30. 2007. There was no non-interest income recorded during the three month period or the six
month period ended June 30, 2006.
Non-interest Expense
Non-interest expense increased from $659 thousand in the second quarter of 2006 to $1.0
million in the second quarter of 2007, an increase of $345 thousand. Non-interest expense also
increased from $1.1 million during the first half of 2006 to $1.9 million during the first half of
2007. The increase during both the three month period and the six month period is reflective of
salary and benefit costs increasing and occupancy costs increasing. Salary and benefit costs and
occupancy costs increased as a result of normal operations during 2007 compared to the initial
operational period during 2006 as well as the effect of staffing and occupancy costs related to two
additional branches which opened near the end of the second quarter of 2007.
Income Tax Expense
The income tax provision reached $80 thousand for the quarter ended June 30, 2007 and reached
$107 thousand for the six months ended June 30, 2007. The tax provision is a direct result of the
increase in taxable income during 2007. Due to the net loss during both the three month period and
the six month period ended June 30, 2006, no income tax provision was recorded for the respective
periods ended June 30, 2007.
FINANCIAL CONDITION
Total consolidated assets increased $46.1 million, or 43.5%, from $106.0 million at December
31, 2006, to $152.1 million at June 30, 2007. Total deposits increased from $61.9 million on
December 31, 2006 to $100.7 million on June 30, 2007, an increase of $38.8 million, or 62.7%.
Total loans increased from $80.6 million at December 31, 2006 to $141.1 million at June 30, 2007,
an increase of 75.0%.
21
Loans
Our loan portfolio is the primary component of our assets. Total loans increased by more than 75%
since year end and reached $141.1 million at June 30, 2007. At December 31, 2006, our total loans,
excluding net deferred fees and costs, were approximately $80 million, all of which were originated
during 2006. This growth in the loan portfolio was primarily attributable to recommendations and
referrals from members of our board of directors, our shareholders, our executive officers, and
selective marketing by our management and staff. We believe that we will continue to have similar
opportunities for loan growth within the Bergen and Hudson County markets of northern New Jersey,
due to the mergers and acquisitions, our trade area is now primarily served by large institutions,
frequently headquartered out of state. We believe that it is not cost-efficient for these larger
institutions to provide the level of personal service to small business borrowers that we intend to
provide.
Our loan portfolio consists of commercial loans, real estate loans, and consumer 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 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 and Hudson Counties, New
Jersey. We have not made loans to borrowers outside of the United States. 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. Further, 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 7 in Notes to the Financial Statements in this
Quarterly Report on Form 10-Q.
Loan Quality
As mentioned above, our principal assets are our loans. Inherent in the lending function is the
risk of the borrowers inability to repay a loan, either under its existing terms or at all. Risk
elements include non-accrual loans, past due and restructured loans, potential problem loans, loan
concentrations, and other real estate owned.
Non-performing assets include loans that are not accruing interest (non-accrual 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. When a loan is classified as non-accrual, 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 minimize overall credit risk through loan diversification and our loan approval
procedures. Due diligence begins at the time we begin to discuss the origination of a loan with a
borrower. Documentation, including a borrowers 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.
22
At June 30, 2007 and December 31, 2006, we had no non-performing assets and no information about
possible credit problems of borrowers which would cause us to have serious doubts as to the
ultimate ability to collect their loans. While we do attempt to minimize credit risk, these
conditions are partially attributable to our limited operating history.
As of June 30, 2007 and December 31, 2006, there were no concentrations of loans exceeding 10% of
the Companys total loans and the Company had no foreign loans. The Companys loans are primarily
to businesses and individuals located in Bergen and Hudson Counties, New Jersey.
Investment Securities
Securities held to maturity remained level at approximately $1.9 million at December 31, 2006 and
June 30, 2007, while securities held in the available for sale (AFS) category experienced a
decrease of $9.5 million. This decrease in the AFS category represents the sale of securities to
fund loan growth during the period.
Deposits
Deposits are our primary source of funds. Total deposits increased from $61.9 million on December
31, 2006 to $100.7 million on June 30, 2007, an increase of $38.8 million, or 62.7%. This deposit
growth continues to be accomplished primarily through the combined effect of referrals from the
members of the board of directors, shareholders and management, as well as selective marketing by
our management and staff.
Borrowings and Federal Funds Purchased
Federal Funds Purchased increased to $7.1 million at June 30, 2007. This increase is attributed to
increased borrowings under our overnight line of credit facilities with our correspondent banks to
fund loan growth. The Company was not borrowing at December 31, 2006.
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 general interest rates, economic conditions, and competition. We also have the ability to use
overnight lines of credit with our correspondent banks.
Our total deposits equaled $100.7 million at June 30, 2007 as compared to $61.9 million at December
31, 2006.
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 still
maintaining liquidity. Through our investment portfolio, we also attempt to manage our maturity
gap by seeking maturities of investments which coincide as closely as possible with maturities of
deposits. The investment portfolio also includes securities available for sale to provide
liquidity for anticipated loan demand and liquidity needs. During the second quarter of 2007, we
sold most of our available for sale portfolio in order to support loan demand.
Although we were a net seller of federal funds during 2006, we were a purchaser of federal funds
for the June 30, 2007 period. We utilized $7.1 million of the $22 million available to us in
credit facilities with First Tennessee Bank and Atlantic Central Bankers Bank. As of June 30,
2007, we have 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.
23
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. Our federal
regulators have classified and defined our capital into the following components: Tier 1 Capital,
which includes tangible shareholders equity for common stock and qualifying preferred stock, and
Tier 2 Capital, which includes a portion of the allowance for possible loan losses, certain
qualifying long-term debt, and preferred stock which does not qualify for Tier 1 Capital. Minimum
capital levels are regulated by risk-based capital adequacy guidelines, which require certain
capital as a percent of our assets and certain off-balance sheet items, adjusted for predefined
credit risk factors, referred to as risk-adjusted assets.
We are required to maintain, at a minimum, Tier 1 Capital as a percentage of risk-adjusted assets
of 4.0% and combined Tier 1 and Tier 2 Capital, or Total Capital, as a percentage of
risk-adjusted assets of 8.0%.
In addition to the risk-based guidelines, our regulators require that an institution which meets
the regulators highest performance and operation standards maintain a minimum leverage ratio (Tier
1 Capital as a percentage of tangible assets) of 3.0%. For those institutions with higher levels
of risk or that are experiencing or anticipating significant growth, the minimum leverage ratio
will be evaluated through the ongoing regulatory examination process.
The following table summarizes the Banks risk-based capital and leverage ratios at June 30, 2007,
as well as the applicable minimum ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum |
|
|
June 30, |
|
Regulatory |
|
|
2007 |
|
Requirements |
Risk-Based Capital : |
|
|
|
|
|
|
|
|
Tier 1 Capital Ratio |
|
|
32.80 |
% |
|
|
4.0 |
% |
Total Capital Ratio |
|
|
33.93 |
% |
|
|
8.0 |
% |
Leverage Ratio |
|
|
30.11 |
% |
|
|
8.0 |
% |
In addition to the above, as part of the Banks application for deposit insurance with the FDIC and
as part of the bank charter approval by the New Jersey Department of Banking, the Bank is required
to maintain not less than 8% Tier I Capital to total assets, as defined, throughout the first three
years of operation.
The capital levels detailed above reflect the success of our initial stock offering as well as our
results of operations. As we employ our capital and continue to grow our operations, we expect
that our capital levels will decrease, but that we will remain a well-capitalized institution.
24
ITEM 3. Quantitative and Qualitative Disclosures about Market/Interest Risk
We manage our assets and liabilities with the objectives of evaluating the interest-rate risk
included in certain balance sheet accounts; determining the level of risk appropriate given our
business focus, operating environment, capital and liquidity requirements; establishing prudent
asset concentration guidelines; and managing risk consistent with guidelines approved by our board
of directors. We seek to reduce the vulnerability of our operations to changes in interest rates
and to manage the ratio of interest-rate sensitive assets to interest-rate sensitive liabilities
within specified maturities or re-pricing dates. Our actions in this regard are taken under the
guidance of the asset/liability committee of our board of directors, or ALCO. ALCO generally
reviews our liquidity, cash flow needs, maturities of investments, deposits and borrowings, and
current market conditions and interest rates.
One of the monitoring tools used by ALCO is an analysis of the extent to which assets and
liabilities are interest rate sensitive and measures our interest rate sensitivity gap. An asset
or liability is said to be interest rate sensitive within a specific time period if it will mature
or re-price within that time period. A gap is considered positive when the amount of interest rate
sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate
sensitive assets. Accordingly, during a period of rising rates, a negative gap may result in the
yield on assets increasing at a slower rate than the increase in the cost of interest-bearing
liabilities, resulting in a decrease in net interest income. Conversely, during a period of
falling interest rates, an institution with a negative gap would experience a re-pricing of its
assets at a slower rate than its interest-bearing liabilities which, consequently, may result in
its net interest income growing.
25
The following table sets forth the amounts of interest-earning assets and interest-bearing
liabilities outstanding at the periods indicated which we anticipate, based upon certain
assumptions, will re-price or mature in each of the future time periods presented. Except as
noted, the amount of assets and liabilities which re-price or mature during a particular period
were determined in accordance with the earlier of the term to re-pricing or the contractual terms
of the asset or liability. Because we have no interest bearing liabilities with a maturity greater
than five years, we believe that a static gap for the over five year time period reflects an
accurate assessment of interest rate risk. Our loan maturity assumptions are based upon actual
maturities within the loan portfolio. Equity securities have been included in Other Assets as
they are not interest rate sensitive. At June 30, 2007, we were within the target gap range
established by ALCO.
Cumulative
Rate Sensitive Balance Sheet
June 30, 2007
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 - 3 |
|
|
0 - 6 |
|
|
0 - 1 |
|
|
0 - 5 |
|
|
|
|
|
|
|
|
|
|
|
|
Months |
|
|
Months |
|
|
Year |
|
|
Years |
|
|
5 + Years |
|
|
All Others |
|
|
TOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities, excluding
equity securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,993 |
|
|
$ |
1,993 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
17,362 |
|
|
|
17,387 |
|
|
|
17,987 |
|
|
|
22,270 |
|
|
|
1,694 |
|
|
|
|
|
|
|
23,964 |
|
Real Estate |
|
|
24,514 |
|
|
|
24,742 |
|
|
|
25,757 |
|
|
|
60,864 |
|
|
|
5,242 |
|
|
|
29,234 |
|
|
|
95,340 |
|
Credit Lines |
|
|
17,961 |
|
|
|
18,894 |
|
|
|
19,294 |
|
|
|
19,294 |
|
|
|
|
|
|
|
|
|
|
|
19,294 |
|
Consumer |
|
|
220 |
|
|
|
220 |
|
|
|
305 |
|
|
|
858 |
|
|
|
238 |
|
|
|
1,392 |
|
|
|
2,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Funds Sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,059 |
|
|
|
9,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
60,057 |
|
|
$ |
61,243 |
|
|
$ |
65,336 |
|
|
$ |
105,279 |
|
|
$ |
7,174 |
|
|
$ |
39,685 |
|
|
$ |
152,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction /
Demand Accounts |
|
|
11,124 |
|
|
|
11,124 |
|
|
|
11,124 |
|
|
|
11,124 |
|
|
|
|
|
|
|
|
|
|
|
11,124 |
|
Money Market |
|
|
33,880 |
|
|
|
33,880 |
|
|
|
33,880 |
|
|
|
33,880 |
|
|
|
|
|
|
|
|
|
|
|
33,880 |
|
Savings |
|
|
2,668 |
|
|
|
2,668 |
|
|
|
2,668 |
|
|
|
2,668 |
|
|
|
|
|
|
|
|
|
|
|
2,668 |
|
Time Deposits |
|
|
6,415 |
|
|
|
8,870 |
|
|
|
34,867 |
|
|
|
34,988 |
|
|
|
|
|
|
|
|
|
|
|
34,988 |
|
Fed Funds Purchased |
|
|
7,127 |
|
|
|
7,127 |
|
|
|
7,127 |
|
|
|
7,127 |
|
|
|
|
|
|
|
|
|
|
|
7,127 |
|
Other Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,047 |
|
|
|
18,047 |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,304 |
|
|
|
44,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
AND EQUITY |
|
$ |
61,214 |
|
|
$ |
63,669 |
|
|
$ |
89,666 |
|
|
$ |
89,787 |
|
|
$ |
|
|
|
$ |
62,351 |
|
|
$ |
152,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Gap |
|
|
(1,157 |
) |
|
|
(2,462 |
) |
|
|
(24,330 |
) |
|
|
15,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gap / Total Assets |
|
|
(0.76 |
%) |
|
|
(1.59 |
%) |
|
|
(15.99 |
%) |
|
|
10.18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Target Gap Range |
|
|
+/- 35.00 |
|
|
|
+/- 30.00 |
|
|
|
+/- 25.00 |
|
|
|
+/- 25.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
RSA / RSL |
|
|
98.11 |
% |
|
|
96.19 |
% |
|
|
72.87 |
% |
|
|
117.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(Rate Sensitive
Assets to Rate
Sensitive
Liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
ITEM 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information we are
required to disclose in our reports filed or submitted pursuant to the Securities Exchange Act of
1934, as amended, the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and Exchange Commission, and that
information we are required to disclose in our Exchange Act reports is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule
13a-15(b) as of June 30, 2007. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective as of June
30, 2007.
Changes in internal controls over financial reporting.
There was no change in our internal control over financial reporting identified during the quarter
ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.
27
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A.Risk Factors
There have been no material changes from risk factors as previously disclosed in the Banks
registration statement on Form 10, filed with the Federal Deposit Insurance Corporation on April
30, 2007 and the Companys registration statement on Form S-4 (File No. 333-141124), filed with the
Securities and Exchange Commission on March 7, 2007, as amended by Amendment No. 1 on Form S-4/A,
filed on April 27, 2007 and Amendment No. 2 on Form S-4/A, filed on May 15, 2007. We will file our
first annual report on Form 10-K for the fiscal year ending December 31, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
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 30.
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Bancorp of New Jersey, Inc.
|
|
Date: August 14, 2007 |
By: |
/s/ Albert F. Buzzetti
|
|
|
|
Albert F. Buzzetti |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
|
By: |
/s/ Michael Lesler
|
|
|
|
Michael Lesler |
|
|
|
Executive Vice President and
Chief Financial Officer |
|
29
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 |
30