New Jersey
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22-3665653
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(State or Other Jurisdiction of
Incorporation or Organization)
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IRS Employer Identification Number)
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2650 Route 130, P.O. Box 634, Cranbury, NJ 08512
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(Address of Principal Executive Offices, including Zip Code)
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(609) 655-4500
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(Registrant’s telephone number, including area code)
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Title of each class
Common stock, no par value
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Name of each exchange on which registered
NASDAQ
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None
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(Title of Class)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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ý
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(Do not check if a smaller reporting company)
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FORM 10-K
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TABLE OF CONTENTS
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PART I
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PART II
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PART III
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PART IV
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•
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expansion of the Bank;
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•
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personal service; and
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•
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technological advances and e-commerce.
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•
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allows bank holding companies meeting management, capital and Community Reinvestment Act standards to engage in a substantially broader range of non-banking activities than is permissible for a bank holding company, including insurance underwriting and making merchant banking investments in commercial and financial companies; if a bank holding company elects to become a financial holding company, it files a certification, effective in 30 days, and thereafter may engage in certain financial activities without further approvals;
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•
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allows banks to establish subsidiaries to engage in certain activities which a financial holding company could engage in, if the bank meets certain management, capital and Community Reinvestment Act standards;
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•
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allows insurers and other financial services companies to acquire banks and removes various restrictions that currently apply to bank holding company ownership of securities firms and mutual fund advisory companies; and establishes the overall regulatory structure applicable to financial holding companies that also engage in insurance and securities operations.
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•
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a prohibition on personal loans made or arranged by the issuer to its directors and executive officers (except for loans made by a bank subject to Regulation O of the Federal Reserve Board);
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•
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independence requirements for audit committee members;
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•
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disclosure of whether at least one member of the audit committee is a “financial expert” (as such term is defined by the Securities and Exchange Commission (“SEC”) and if not, why not;
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•
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independence requirements for outside auditors;
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•
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a prohibition by a company’s registered public accounting firm from performing statutorily mandated audit services for the company if the company’s chief executive officer, chief financial officer, comptroller, chief accounting officer or any person serving in equivalent positions had been employed by such firm and participated in the audit of such company during the one-year period preceding the audit initiation date;
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•
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certification of financial statements and annual and quarterly reports by the principal executive officer and the principal financial officer;
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•
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the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement due to corporate misconduct;
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•
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disclosure of off-balance sheet transactions;
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•
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two-business day filing requirements for insiders filing Forms 4;
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•
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disclosure of a code of ethics for financial officers and filing a Form 8-K for a change or waiver of such code;
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•
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“real time” filing of periodic reports;
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•
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posting of certain SEC filings and other information on the company’s website;
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•
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the reporting of securities violations “up the ladder” by both in-house and outside attorneys;
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•
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restrictions on the use of non-GAAP financial measures;
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•
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the formation of a public accounting oversight board; and
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•
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various increased criminal penalties for violations of securities laws.
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•
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delaying, deferring, or preventing a change in control;
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•
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entrenching our management and/or the board of directors;
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•
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impeding a merger, consolidation, takeover, or other business combination involving us; or
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•
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discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
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•
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quarterly fluctuations in our operating and financial results;
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•
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operating results that vary from the expectations of management, securities analysts and investors;
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•
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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•
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events negatively impacting the financial services industry which result in a general decline in the market valuation of our common stock;
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•
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announcements of material developments affecting our operations or our dividend policy;
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•
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future sales of our equity securities;
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•
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new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
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•
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changes in accounting standards, policies, guidance, interpretations or principles; and
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•
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general domestic economic and market conditions.
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44 Washington Road
Princeton Jct, New Jersey
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Leased
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2004
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2017
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Fort Lee Office
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180 Main Street
Fort Lee, New Jersey
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Leased
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2006
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2019
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Hightstown Office
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140 Mercer Street
Hightstown, New Jersey
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Leased
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2007
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2024
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Lawrenceville Property
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150 Lawrenceville-Pennington Road
Lawrenceville, New Jersey
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Owned
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2009
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—
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South River Operations Center
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1246 South River Road, Bldg. 2
Cranbury, New Jersey
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Leased
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2010
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2020
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Rocky Hill Office
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995 Route 518
Skillman, New Jersey
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Owned
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2011
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—
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Hopewell Office
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86 East Broad Street
Hopewell, New Jersey
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Owned
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2011
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—
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Hillsborough Office
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32 New Amwell Road
Hillsborough, New Jersey
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Owned
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2011
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—
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Rumson Office
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20 Bingham Avenue
Rumson, New Jersey |
Leased
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2014
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2016
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Fair Haven Office
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636 River Road
Fair Haven, New Jersey |
Leased
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2014
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2017
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Asbury Park Office
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511 Cookman Avenue
Asbury Park, New Jersey |
Owned
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2014
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—
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Shrewsbury Office
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500 Broad Street
Shrewsbury, New Jersey |
Leased
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2014
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2030
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Little Silver Office
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517 Prospect Avenue Little Silver, New Jersey
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Leased
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2015
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2019
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2015
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(1)
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2014
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(1)
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||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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10.98
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$
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9.41
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$
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10.25
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$
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9.07
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Second Quarter
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11.86
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10.07
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9.77
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9.09
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Third Quarter
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11.40
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10.29
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9.92
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8.80
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Fourth Quarter
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12.37
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10.81
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10.43
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9.61
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Period
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Total
Number of
Shares
Purchased
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Average
Price Paid
Per Share
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Total Number
of Shares
Purchased As Part of
Publicly Announced
Program
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Maximum
Number of
Shares That
May Yet be
Purchased Under the Program
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Beginning
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Ending
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|||||
October 1, 2015
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October 31, 2015
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5,879
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$
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11.69
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5,879
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100,357
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November 1, 2015
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November 30, 2015
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1,380
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12.56
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1,380
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98,977
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December 1, 2015
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December 31, 2015
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17,914
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11.56
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17,914
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81,063
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Total
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25,173
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$
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11.94
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25,173
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81,063
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1
st
Constitution Bancorp
Reconciliation of Non-GAAP Measures (1)
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Year ended December 31,
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(Dollars in thousands, except per share data)
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2014
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Adjusted Net Income
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Net Income
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$
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4,356
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Adjustments:
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Provision for loan losses related to fraud (2)
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3,656
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Merger-related expenses
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1,532
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Income tax effect of adjustments (3)
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(2,031
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)
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Adjusted net income
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$
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7,513
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Adjusted Net Income per Diluted Share
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Adjusted net income
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$
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7,513
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Diluted shares outstanding
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7,879,186
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Adjusted net income per diluted share
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$
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0.95
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Adjusted Return on Assets (4)
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0.79
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%
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Adjusted Return on Equity (4)
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9.22
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%
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(1)
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Adjusted Net Income, Adjusted Net Income per Diluted Share, Adjusted Return on Assets and Adjusted Return on Equity are measures not in accordance with Generally Accepted Accounting Principles ("GAAP"). The Company used the non-GAAP financial measures because the Company believes that it is useful for the users of financial information to understand the effect on net income of the merger-related expenses incurred in the merger with Rumson and the large provision for loan losses recorded as the result of the fraudulent misrepresentations by a borrower and its principals. Management believes that these non-GAAP financial measures improve the comparability of the current period results with the results of the prior period. The Company cautions that the non-GAAP financial measures should be considered in addition to, but not a substitute for, the Company's GAAP results.
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(2)
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The amount represents the full charge-off of a loan participation due to fraudulent misrepresentations by a borrower and its principals that was recorded in the second quarter of 2014.
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(3)
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Tax effected at an income tax rate of 39.94%, less the impact of non-deductible merger expenses.
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(4)
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Adjusted Return on Assets and Adjusted Return on Equity excludes the after-tax effect of the merger-related expenses and loan loss provision in 2014.
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(yields on a tax-equivalent basis)
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2015
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2014
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2013
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|||||||||||||||||||||||||||
(Dollars in thousands)
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Average
Balance
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Interest
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Average
Yield
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Average
Balance
|
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Interest
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Average
Yield
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Average
Balance
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Interest
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Average
Yield
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||||||||||||||
Assets:
|
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||||||
Federal Funds Sold/Short-Term Investments
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$
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23,131
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$
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50
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|
|
0.22
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%
|
|
$
|
60,933
|
|
|
$
|
150
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|
|
0.25
|
%
|
|
$
|
120,125
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|
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$
|
300
|
|
|
0.25
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%
|
Investment Securities:
|
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
|
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|
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||||||
Taxable
|
127,859
|
|
|
3,167
|
|
|
2.48
|
%
|
|
168,992
|
|
|
4,022
|
|
|
2.38
|
%
|
|
162,246
|
|
|
3,915
|
|
|
2.41
|
%
|
||||||
Tax-exempt (4)
|
81,612
|
|
|
3,153
|
|
|
3.86
|
%
|
|
87,455
|
|
|
3,419
|
|
|
3.91
|
%
|
|
69,158
|
|
|
3,270
|
|
|
4.73
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||
Total
|
209,471
|
|
|
6,320
|
|
|
3.02
|
%
|
|
256,447
|
|
|
7,441
|
|
|
2.90
|
%
|
|
231,404
|
|
|
7,185
|
|
|
3.10
|
%
|
||||||
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
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|
|||||||||||||||
Loan Portfolio (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||
Construction
|
95,627
|
|
|
5,961
|
|
|
6.23
|
%
|
|
77,159
|
|
|
5,233
|
|
|
6.78
|
%
|
|
43,391
|
|
|
2,757
|
|
|
6.35
|
%
|
||||||
Residential Real Estate
|
43,048
|
|
|
1,804
|
|
|
4.19
|
%
|
|
45,572
|
|
|
1,855
|
|
|
4.07
|
%
|
|
11,492
|
|
|
589
|
|
|
5.13
|
%
|
||||||
Home Equity
|
22,217
|
|
|
1,028
|
|
|
4.63
|
%
|
|
22,070
|
|
|
1,201
|
|
|
5.44
|
%
|
|
9,293
|
|
|
495
|
|
|
5.33
|
%
|
||||||
Commercial Business and Commercial Real Estate
|
290,301
|
|
|
16,381
|
|
|
5.64
|
%
|
|
271,888
|
|
|
15,893
|
|
|
5.85
|
%
|
|
145,470
|
|
|
10,392
|
|
|
7.14
|
%
|
||||||
SBA Loans
|
19,409
|
|
|
1,100
|
|
|
5.67
|
%
|
|
13,971
|
|
|
771
|
|
|
5.52
|
%
|
|
14,081
|
|
|
847
|
|
|
6.02
|
%
|
||||||
Mortgage Warehouse Lines
|
203,074
|
|
|
8,894
|
|
|
4.38
|
%
|
|
124,127
|
|
|
5,589
|
|
|
4.50
|
%
|
|
151,336
|
|
|
7,096
|
|
|
4.69
|
%
|
||||||
Installment
|
497
|
|
|
22
|
|
|
4.47
|
%
|
|
340
|
|
|
19
|
|
|
5.58
|
%
|
|
266
|
|
|
17
|
|
|
6.39
|
%
|
||||||
All Other Loans
|
10,312
|
|
|
407
|
|
|
3.95
|
%
|
|
8,252
|
|
|
318
|
|
|
3.85
|
%
|
|
24,133
|
|
|
374
|
|
|
1.55
|
%
|
||||||
Total
|
684,485
|
|
|
35,597
|
|
|
5.20
|
%
|
|
563,379
|
|
|
30,879
|
|
|
5.48
|
%
|
|
399,462
|
|
|
22,567
|
|
|
5.65
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Interest-Earning Assets
|
917,087
|
|
|
41,967
|
|
|
4.58
|
%
|
|
880,759
|
|
|
38,470
|
|
|
4.37
|
%
|
|
750,991
|
|
|
30,052
|
|
|
4.00
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Allowance for Loan Losses
|
(7,484
|
)
|
|
|
|
|
|
|
|
(7,487
|
)
|
|
|
|
|
|
|
|
(6,857
|
)
|
|
|
|
|
|
|
||||||
Cash and Due From Banks
|
6,272
|
|
|
|
|
|
|
|
|
14,620
|
|
|
|
|
|
|
|
|
9,999
|
|
|
|
|
|
|
|
||||||
Other Assets
|
62,149
|
|
|
|
|
|
|
|
|
57,689
|
|
|
|
|
|
|
|
|
47,401
|
|
|
|
|
|
|
|
||||||
Total Assets
|
$
|
978,024
|
|
|
|
|
|
|
|
|
$
|
945,581
|
|
|
|
|
|
|
|
|
$
|
801,534
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money Market and NOW Accounts
|
$
|
300,813
|
|
|
$
|
1,013
|
|
|
0.34
|
%
|
|
$
|
286,235
|
|
|
$
|
954
|
|
|
0.33
|
%
|
|
$
|
222,581
|
|
|
$
|
758
|
|
|
0.34
|
%
|
Savings Accounts
|
196,844
|
|
|
950
|
|
|
0.48
|
%
|
|
199,078
|
|
|
904
|
|
|
0.45
|
%
|
|
198,169
|
|
|
894
|
|
|
0.45
|
%
|
||||||
Certificates of Deposit under $100,000
|
87,306
|
|
|
875
|
|
|
1.00
|
%
|
|
70,574
|
|
|
910
|
|
|
1.29
|
%
|
|
68,741
|
|
|
860
|
|
|
1.25
|
%
|
||||||
Certificates of Deposit of $100,000 and Over
|
71,449
|
|
|
866
|
|
|
1.21
|
%
|
|
98,891
|
|
|
1,031
|
|
|
1.04
|
%
|
|
71,616
|
|
|
976
|
|
|
1.36
|
%
|
||||||
Other Borrowed Funds
|
38,472
|
|
|
577
|
|
|
1.50
|
%
|
|
23,724
|
|
|
515
|
|
|
2.18
|
%
|
|
10,285
|
|
|
415
|
|
|
4.04
|
%
|
||||||
Trust Preferred Securities
|
18,557
|
|
|
355
|
|
|
1.91
|
%
|
|
18,557
|
|
|
344
|
|
|
1.90
|
%
|
|
18,557
|
|
|
352
|
|
|
1.90
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Interest-Bearing Liabilities
|
713,441
|
|
|
4,636
|
|
|
0.65
|
%
|
|
697,059
|
|
|
4,658
|
|
|
0.67
|
%
|
|
589,949
|
|
|
4,255
|
|
|
0.72
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Interest Spread (2)
|
|
|
|
|
|
|
3.93
|
%
|
|
|
|
|
|
|
|
3.70
|
%
|
|
|
|
|
|
|
|
3.28
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand Deposits
|
164,419
|
|
|
|
|
|
|
|
|
159,935
|
|
|
|
|
|
|
|
|
137,873
|
|
|
|
|
|
|
|
||||||
Other Liabilities
|
8,857
|
|
|
|
|
|
|
|
|
7,065
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
||||||
Total Liabilities
|
886,717
|
|
|
|
|
|
|
|
|
864,059
|
|
|
|
|
|
|
|
|
735,322
|
|
|
|
|
|
|
|
||||||
Shareholders' Equity
|
91,307
|
|
|
|
|
|
|
|
|
81,522
|
|
|
|
|
|
|
|
|
66,212
|
|
|
|
|
|
|
|
||||||
Total Liabilities and Shareholders' Equity
|
$
|
978,024
|
|
|
|
|
|
|
|
|
$
|
945,581
|
|
|
|
|
|
|
|
|
$
|
801,534
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Interest Margin(3)
|
|
|
|
$
|
37,331
|
|
|
4.07
|
%
|
|
|
|
|
$
|
33,812
|
|
|
3.84
|
%
|
|
|
|
|
$
|
25,797
|
|
|
3.44
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Loan origination fees are considered an adjustment to interest income. For the purpose of calculating loan yields, average loan balances include nonaccrual loans with no related interest income. Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Non-Performing Assets” for a discussion of the Bank’s policy with regard to non-accrual loans.
|
(2)
|
The net interest rate spread is the difference between the average yield on interest earning assets and the average rate paid on interest bearing liabilities.
|
(3)
|
The net interest margin is equal to net interest income divided by average interest earning assets.
|
(4)
|
Tax-equivalent basis. The tax-equivalent adjustments were $1.0 million for the year ended December 2015 and $1.1 million for the years ended December 31, 2014 and 2013.
|
Rate/Volume Table
|
|
Amount of Increase (Decrease)
|
||||||||||||||||||||||
(Dollars in thousands)
|
|
2015 versus 2014
|
|
2014 versus 2013
|
||||||||||||||||||||
|
|
Due to Change in:
|
|
Due to Change in:
|
||||||||||||||||||||
(Tax-equivalent basis)
|
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
|
$
|
1,253
|
|
|
$
|
(525
|
)
|
|
$
|
728
|
|
|
$
|
2,216
|
|
|
$
|
260
|
|
|
$
|
2,476
|
|
Residential Real Estate
|
|
(103
|
)
|
|
52
|
|
|
(51
|
)
|
|
1,568
|
|
|
(302
|
)
|
|
1,266
|
|
||||||
Home Equity
|
|
8
|
|
|
(181
|
)
|
|
(173
|
)
|
|
688
|
|
|
18
|
|
|
706
|
|
||||||
Commercial Business and Commercial Real Estate
|
|
1,076
|
|
|
(588
|
)
|
|
488
|
|
|
8,202
|
|
|
(2,701
|
)
|
|
5,501
|
|
||||||
Mortgage Warehouse Lines
|
|
3,555
|
|
|
(250
|
)
|
|
3,305
|
|
|
(1,248
|
)
|
|
(259
|
)
|
|
(1,507
|
)
|
||||||
Installment
|
|
9
|
|
|
(6
|
)
|
|
3
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
||||||
All Other Loans
|
|
367
|
|
|
51
|
|
|
418
|
|
|
(646
|
)
|
|
514
|
|
|
(132
|
)
|
||||||
Total Loans
|
|
$
|
6,165
|
|
|
$
|
(1,447
|
)
|
|
$
|
4,718
|
|
|
$
|
10,784
|
|
|
$
|
(2,472
|
)
|
|
$
|
8,312
|
|
Investment Securities :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
|
$
|
(979
|
)
|
|
$
|
124
|
|
|
$
|
(855
|
)
|
|
$
|
159
|
|
|
$
|
(52
|
)
|
|
$
|
107
|
|
Tax-exempt
|
|
(228
|
)
|
|
(38
|
)
|
|
(266
|
)
|
|
791
|
|
|
(642
|
)
|
|
149
|
|
||||||
Total Investment Securities
|
|
$
|
(1,207
|
)
|
|
$
|
86
|
|
|
$
|
(1,121
|
)
|
|
$
|
950
|
|
|
$
|
(694
|
)
|
|
$
|
256
|
|
Federal Funds Sold / Short-Term Investments
|
|
(95
|
)
|
|
(5
|
)
|
|
(100
|
)
|
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
||||||
Total Interest Income
|
|
$
|
4,863
|
|
|
$
|
(1,366
|
)
|
|
$
|
3,497
|
|
|
$
|
11,584
|
|
|
$
|
(3,166
|
)
|
|
$
|
8,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense :
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money Market and NOW Accounts
|
|
$
|
49
|
|
|
$
|
10
|
|
|
$
|
59
|
|
|
$
|
217
|
|
|
$
|
(21
|
)
|
|
$
|
196
|
|
Savings Accounts
|
|
(10
|
)
|
|
56
|
|
|
46
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Certificates of Deposit under $100,000
|
|
216
|
|
|
(251
|
)
|
|
(35
|
)
|
|
23
|
|
|
27
|
|
|
50
|
|
||||||
Certificates of Deposit of $100,000 and Over
|
|
(286
|
)
|
|
121
|
|
|
(165
|
)
|
|
334
|
|
|
(279
|
)
|
|
55
|
|
||||||
Other Borrowed Funds
|
|
321
|
|
|
(259
|
)
|
|
62
|
|
|
417
|
|
|
(317
|
)
|
|
100
|
|
||||||
Trust Preferred Securities
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Total Interest Expense
|
|
$
|
290
|
|
|
$
|
(312
|
)
|
|
$
|
(22
|
)
|
|
$
|
1,001
|
|
|
$
|
(598
|
)
|
|
$
|
403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Interest Income
|
|
$
|
4,573
|
|
|
$
|
(1,054
|
)
|
|
$
|
3,519
|
|
|
$
|
10,583
|
|
|
$
|
(2,568
|
)
|
|
$
|
8,015
|
|
|
|
|
|
||||
Non-interest Expenses
|
Year ended December 31,
|
||||||
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Salaries and employee benefits
|
$
|
17,232
|
|
|
$
|
16,117
|
|
Occupancy expense
|
3,461
|
|
|
3,355
|
|
||
Data processing services
|
1,211
|
|
|
1,264
|
|
||
Equipment expense
|
839
|
|
|
870
|
|
||
Marketing
|
282
|
|
|
197
|
|
||
Telephone
|
449
|
|
|
422
|
|
||
Regulatory, professional and consulting fees
|
1,681
|
|
|
1,360
|
|
||
Merger-related expenses
|
—
|
|
|
1,532
|
|
||
FDIC deposit insurance
|
660
|
|
|
715
|
|
||
Directors’ fees
|
92
|
|
|
92
|
|
||
Other real estate owned expenses
|
1,542
|
|
|
236
|
|
||
Amortization of intangible assets
|
428
|
|
|
456
|
|
||
Other expenses
|
1,878
|
|
|
1,721
|
|
||
Total
|
$
|
29,755
|
|
|
$
|
28,337
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
Gross
|
|
Gross
|
|
|
||||||||
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||
2015
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
Available for sale-
|
|
|
|
|
|
|
|
||||||||
U. S. Treasury securities and
obligations of U.S. Government
Sponsored corporations (“GSE”) and agencies
|
$
|
5,523
|
|
|
$
|
—
|
|
|
$
|
(42
|
)
|
|
$
|
5,481
|
|
Residential collateralized mortgage obligations- GSE
|
8,255
|
|
|
68
|
|
|
(36
|
)
|
|
8,287
|
|
||||
Residential mortgage backed securities – GSE
|
32,279
|
|
|
541
|
|
|
(185
|
)
|
|
32,635
|
|
||||
Obligations of state and political subdivisions
|
21,125
|
|
|
365
|
|
|
(54
|
)
|
|
21,436
|
|
||||
Trust preferred debt securities – single issuer
|
2,474
|
|
|
—
|
|
|
(338
|
)
|
|
2,136
|
|
||||
Corporate debt securities
|
20,510
|
|
|
65
|
|
|
(153
|
)
|
|
20,422
|
|
||||
Other debt securities
|
1,053
|
|
|
—
|
|
|
(28
|
)
|
|
1,025
|
|
||||
Restricted stock
|
3,302
|
|
|
—
|
|
|
—
|
|
|
3,302
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
$
|
94,521
|
|
|
$
|
1,039
|
|
|
$
|
(836
|
)
|
|
$
|
94,724
|
|
|
Amortized
Cost
|
|
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
|
|
Carrying
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||
Held to maturity-
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential collateralized
mortgage obligations – GSE
|
$
|
13,630
|
|
|
$
|
—
|
|
|
$
|
13,630
|
|
|
$
|
404
|
|
|
$
|
—
|
|
|
$
|
14,034
|
|
Residential mortgage
backed securities- GSE
|
47,718
|
|
|
—
|
|
|
47,718
|
|
|
928
|
|
|
(46
|
)
|
|
48,600
|
|
||||||
Obligations of state and political subdivisions
|
61,135
|
|
|
—
|
|
|
61,135
|
|
|
2,294
|
|
|
(14
|
)
|
|
63,415
|
|
||||||
Trust preferred debt securities - pooled
|
657
|
|
|
(501
|
)
|
|
156
|
|
|
341
|
|
|
—
|
|
|
497
|
|
||||||
Other debt securities
|
622
|
|
|
—
|
|
|
622
|
|
|
—
|
|
|
(11
|
)
|
|
611
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
$
|
123,762
|
|
|
$
|
(501
|
)
|
|
$
|
123,261
|
|
|
$
|
3,967
|
|
|
$
|
(71
|
)
|
|
$
|
127,157
|
|
(Dollars in thousands)
|
|
|
Gross
|
|
Gross
|
|
|
||||||||
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||
2014
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
Available for sale-
|
|
|
|
|
|
|
|||||||||
U. S. Treasury securities and obligations of U.S. Government sponsored corporations (“GSE”) and agencies
|
$
|
1,538
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
1,524
|
|
Residential collateralized mortgage obligations-GSE
|
4,455
|
|
|
101
|
|
|
(23
|
)
|
|
4,533
|
|
||||
Residential mortgage backed securities – GSE
|
27,089
|
|
|
825
|
|
|
(143
|
)
|
|
27,771
|
|
||||
Obligations of state and political subdivisions
|
21,733
|
|
|
299
|
|
|
(329
|
)
|
|
21,703
|
|
||||
Trust preferred debt securities – single issuer
|
2,472
|
|
|
—
|
|
|
(403
|
)
|
|
2,069
|
|
||||
Corporate debt securities
|
19,397
|
|
|
152
|
|
|
(28
|
)
|
|
19,521
|
|
||||
Other debt securities
|
1,290
|
|
|
1
|
|
|
(11
|
)
|
|
1,280
|
|
||||
Restricted stock
|
1,760
|
|
|
—
|
|
|
—
|
|
|
1,760
|
|
||||
|
$
|
79,734
|
|
|
$
|
1,378
|
|
|
$
|
(951
|
)
|
|
$
|
80,161
|
|
|
Amortized
Cost
|
|
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
|
|
Carrying
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||
Held to maturity-
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential collateralized mortgage obligations – GSE
|
$
|
19,304
|
|
|
$
|
—
|
|
|
$
|
19,304
|
|
|
$
|
700
|
|
|
$
|
—
|
|
|
$
|
20,004
|
|
Residential mortgage backed securities -GSE
|
56,528
|
|
|
—
|
|
|
56,528
|
|
|
1,563
|
|
|
(36
|
)
|
|
58,055
|
|
||||||
Obligations of state and political subdivisions
|
66,887
|
|
|
—
|
|
|
66,887
|
|
|
2,297
|
|
|
(92
|
)
|
|
69,092
|
|
||||||
Trust preferred debt securities - pooled
|
657
|
|
|
(501
|
)
|
|
156
|
|
|
405
|
|
|
—
|
|
|
561
|
|
||||||
Other debt securities
|
763
|
|
|
—
|
|
|
763
|
|
|
1
|
|
|
—
|
|
|
764
|
|
||||||
|
$
|
144,139
|
|
|
$
|
(501
|
)
|
|
$
|
143,638
|
|
|
$
|
4,966
|
|
|
$
|
(128
|
)
|
|
$
|
148,476
|
|
(Dollars in thousands)
|
December 31, 2015
|
|
|
||||||
|
Amortized
cost
|
|
Fair Value
|
|
Yield
|
||||
Available for sale
|
|
|
|
|
|
||||
Due in one year or less
|
$
|
10,788
|
|
|
$
|
10,807
|
|
|
2.54%
|
Due after one year through five years
|
17,911
|
|
|
17,863
|
|
|
1.82%
|
||
Due after five years through ten years
|
31,137
|
|
|
31,360
|
|
|
2.43%
|
||
Due after ten years
|
34,685
|
|
|
34,694
|
|
|
3.23%
|
||
Total
|
$
|
94,521
|
|
|
$
|
94,724
|
|
|
2.62%
|
|
Carrying Value
|
|
Fair Value
|
|
Yield
|
||||
Held to maturity
|
|
|
|
|
|
||||
Due in one year or less
|
$
|
17,040
|
|
|
$
|
17,051
|
|
|
0.74%
|
Due after one year through five years
|
14,935
|
|
|
15,448
|
|
|
4.06%
|
||
Due after five years through ten years
|
30,657
|
|
|
31,898
|
|
|
3.50%
|
||
Due after ten years
|
60,629
|
|
|
62,760
|
|
|
3.45%
|
||
Total
|
$
|
123,261
|
|
|
$
|
127,157
|
|
|
3.18%
|
(Dollars in thousands)
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||||
Construction loans
|
$
|
93,745
|
|
|
14
|
%
|
|
$
|
95,627
|
|
|
15
|
%
|
|
$
|
51,002
|
|
|
14
|
%
|
|
$
|
55,691
|
|
|
11
|
%
|
|
$
|
49,286
|
|
|
10
|
%
|
Residential real estate loans
|
40,744
|
|
|
6
|
%
|
|
46,446
|
|
|
7
|
%
|
|
13,764
|
|
|
4
|
%
|
|
10,897
|
|
|
2
|
%
|
|
12,885
|
|
|
3
|
%
|
|||||
Commercial business
|
99,277
|
|
|
15
|
%
|
|
110,771
|
|
|
17
|
%
|
|
82,348
|
|
|
22
|
%
|
|
57,865
|
|
|
11
|
%
|
|
50,785
|
|
|
11
|
%
|
|||||
Commercial real estate
|
207,250
|
|
|
30
|
%
|
|
198,211
|
|
|
30
|
%
|
|
98,390
|
|
|
26
|
%
|
|
102,413
|
|
|
20
|
%
|
|
99,637
|
|
|
21
|
%
|
|||||
Mortgage warehouse lines
|
216,572
|
|
|
32
|
%
|
|
179,172
|
|
|
27
|
%
|
|
116,951
|
|
|
31
|
%
|
|
284,128
|
|
|
54
|
%
|
|
249,346
|
|
|
52
|
%
|
|||||
Loans to individuals
|
23,074
|
|
|
3
|
%
|
|
23,156
|
|
|
4
|
%
|
|
9,766
|
|
|
3
|
%
|
|
9,643
|
|
|
2
|
%
|
|
12,220
|
|
|
3
|
%
|
|||||
Deferred loan costs
|
1,226
|
|
|
—
|
%
|
|
715
|
|
|
—
|
%
|
|
944
|
|
|
—
|
%
|
|
987
|
|
|
—
|
%
|
|
1,018
|
|
|
—
|
%
|
|||||
All other loans
|
233
|
|
|
—
|
%
|
|
199
|
|
|
—
|
%
|
|
171
|
|
|
—
|
%
|
|
189
|
|
|
—
|
%
|
|
256
|
|
|
—
|
%
|
|||||
Total
|
$
|
682,121
|
|
|
100
|
%
|
|
$
|
654,297
|
|
|
100
|
%
|
|
$
|
373,336
|
|
|
100
|
%
|
|
$
|
521,813
|
|
|
100
|
%
|
|
$
|
475,433
|
|
|
100
|
%
|
(Dollars in thousands)
|
|
Maturity Range
|
|
|
||||||||||||
Type
|
|
Within
One
Year
|
|
After One But
Within
Five Years
|
|
After
Five
Years
|
|
Total
|
||||||||
|
|
(in thousands)
|
|
|
||||||||||||
Commercial Business & Commercial Real Estate
|
|
$
|
89,779
|
|
|
$
|
176,103
|
|
|
$
|
40,645
|
|
|
$
|
306,527
|
|
Mortgage Warehouse Loans
|
|
216,572
|
|
|
—
|
|
|
—
|
|
|
216,572
|
|
||||
Construction Loans
|
|
90,302
|
|
|
3,443
|
|
|
—
|
|
|
93,745
|
|
||||
Total
|
|
$
|
396,653
|
|
|
$
|
179,546
|
|
|
$
|
40,645
|
|
|
$
|
616,844
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate loans
|
|
$
|
13,035
|
|
|
$
|
48,816
|
|
|
$
|
26,025
|
|
|
$
|
87,876
|
|
Floating rate loans
|
|
383,618
|
|
|
130,730
|
|
|
14,620
|
|
|
528,968
|
|
||||
Total
|
|
$
|
396,653
|
|
|
$
|
179,546
|
|
|
$
|
40,645
|
|
|
$
|
616,844
|
|
Non-Performing Assets and Loans
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
December 31,
|
|
|
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Non-Performing loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans 90 days or more past due and still
accruing
|
$
|
—
|
|
|
$
|
317
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
Non-accrual loans
|
6,020
|
|
|
4,523
|
|
|
6,322
|
|
|
5,878
|
|
|
2,991
|
|
|||||
Total non-performing loans
|
6,020
|
|
|
4,840
|
|
|
6,322
|
|
|
5,963
|
|
|
2,991
|
|
|||||
Other real estate owned
|
966
|
|
|
5,710
|
|
|
2,136
|
|
|
8,333
|
|
|
12,409
|
|
|||||
Other repossessed assets
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total non-performing assets
|
6,986
|
|
|
10,616
|
|
|
8,458
|
|
|
14,296
|
|
|
15,400
|
|
|||||
Performing troubled debt restructurings
|
1,535
|
|
|
3,925
|
|
|
3,859
|
|
|
2,012
|
|
|
774
|
|
|||||
Performing troubled debt restructurings and
total non-performing assets
|
$
|
8,521
|
|
|
$
|
14,541
|
|
|
$
|
12,317
|
|
|
$
|
16,308
|
|
|
$
|
16,174
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing loans to total loans
|
0.88
|
%
|
|
0.74
|
%
|
|
1.69
|
%
|
|
1.14
|
%
|
|
0.63
|
%
|
|||||
Non-performing loans to total loans
excluding warehouse lines
|
1.29
|
%
|
|
1.02
|
%
|
|
2.47
|
%
|
|
2.51
|
%
|
|
1.32
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing assets to total assets
|
0.72
|
%
|
|
1.11
|
%
|
|
1.14
|
%
|
|
1.70
|
%
|
|
1.95
|
%
|
|||||
Non-performing assets to total assets
excluding mortgage warehouse lines
|
0.93
|
%
|
|
1.37
|
%
|
|
1.35
|
%
|
|
2.57
|
%
|
|
2.84
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total non-performing assets and performing
troubled debt restructurings to total assets
|
0.88
|
%
|
|
1.52
|
%
|
|
1.66
|
%
|
|
1.94
|
%
|
|
2.04
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
•
|
Delinquencies and nonaccruals
|
•
|
Portfolio quality
|
•
|
Concentration of credit
|
•
|
Trends in volume of loans
|
•
|
Quality of collateral
|
•
|
Policy and procedures
|
•
|
Experience, ability, and depth of management
|
•
|
Economic trends – national and local
|
•
|
External factors – competition, legal and regulatory
|
•
|
Consumer credit scores
|
•
|
Internal credit risk grades
|
•
|
Loan-to-value ratios
|
•
|
Collateral
|
•
|
Collection experience
|
Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance, beginning of year
|
$
|
6,925
|
|
|
$
|
7,039
|
|
|
$
|
7,151
|
|
|
$
|
5,534
|
|
|
$
|
5,763
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision charged to operating expenses
|
1,100
|
|
|
5,750
|
|
|
1,077
|
|
|
2,150
|
|
|
2,558
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans charged off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction loans
|
—
|
|
|
—
|
|
|
(562
|
)
|
|
(57
|
)
|
|
(2,362
|
)
|
|||||
Residential real estate loans
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(131
|
)
|
|
—
|
|
|||||
Commercial and commercial real estate loans
|
(477
|
)
|
|
(5,906
|
)
|
|
(594
|
)
|
|
(276
|
)
|
|
(438
|
)
|
|||||
Loans to individuals
|
(14
|
)
|
|
(1
|
)
|
|
(52
|
)
|
|
(84
|
)
|
|
—
|
|
|||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
All other loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
(491
|
)
|
|
(5,922
|
)
|
|
(1,208
|
)
|
|
(548
|
)
|
|
(2,800
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction loans
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|||||
Residential real estate loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial and commercial real estate loans
|
20
|
|
|
58
|
|
|
19
|
|
|
12
|
|
|
4
|
|
|||||
Loans to individuals
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
All other loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
26
|
|
|
58
|
|
|
19
|
|
|
15
|
|
|
13
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (charge offs)
|
(465
|
)
|
|
(5,864
|
)
|
|
(1,189
|
)
|
|
(533
|
)
|
|
(2,787
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, end of year
|
$
|
7,560
|
|
|
$
|
6,925
|
|
|
$
|
7,039
|
|
|
$
|
7,151
|
|
|
$
|
5,534
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At year end
|
$
|
682,121
|
|
|
$
|
654,297
|
|
|
$
|
373,336
|
|
|
$
|
521,814
|
|
|
$
|
475,432
|
|
Average during the year
|
675,531
|
|
|
556,362
|
|
|
399,462
|
|
|
463,587
|
|
|
374,685
|
|
|||||
Net charge offs to average loans outstanding
|
(0.07
|
)%
|
|
(1.04
|
)%
|
|
(0.30
|
)%
|
|
(0.11
|
)%
|
|
(0.74
|
)%
|
|||||
Net charge-offs to average loans,
excluding warehouse loans
|
(0.10
|
)%
|
|
(1.36
|
)%
|
|
(0.48
|
)%
|
|
(0.21
|
)%
|
|
(1.15
|
)%
|
|||||
Allowance for loan losses to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total loans at year end
|
1.11
|
%
|
|
1.06
|
%
|
|
1.89
|
%
|
|
1.37
|
%
|
|
1.16
|
%
|
|||||
Total loans at year end excluding
Mortgage warehouse lines and
related allowance
|
1.44
|
%
|
|
1.27
|
%
|
|
2.52
|
%
|
|
2.41
|
%
|
|
1.95
|
%
|
|||||
Non-performing loans
|
125.59
|
%
|
|
143.08
|
%
|
|
111.34
|
%
|
|
119.92
|
%
|
|
185.01
|
%
|
|
|||||||||||||||||||||||||||||
(Dollars in thousands)
|
December 31,
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Amount
|
|
ALL
as a %
of Loans
|
|
% of
Loans
|
|
Amount
|
|
ALL
as a %
of Loans
|
|
% of
Loans
|
|
Amount
|
|
ALL
as a %
of Loans
|
|
% of
Loans
|
||||||||||||
Commercial business and commercial real estate loans
|
$
|
5,054
|
|
|
1.65
|
%
|
|
45
|
%
|
|
$
|
4,154
|
|
|
1.34
|
%
|
|
47
|
%
|
|
$
|
4,294
|
|
|
2.38
|
%
|
|
48
|
%
|
Construction loans
|
1,025
|
|
|
1.09
|
%
|
|
14
|
%
|
|
1,215
|
|
|
1.27
|
%
|
|
15
|
%
|
|
1,205
|
|
|
2.36
|
%
|
|
14
|
%
|
|||
Residential real estate loans
|
288
|
|
|
0.71
|
%
|
|
6
|
%
|
|
197
|
|
|
0.42
|
%
|
|
7
|
%
|
|
165
|
|
|
1.20
|
%
|
|
4
|
%
|
|||
Loans to individuals
|
109
|
|
|
0.47
|
%
|
|
3
|
%
|
|
131
|
|
|
0.57
|
%
|
|
3
|
%
|
|
111
|
|
|
1.14
|
%
|
|
3
|
%
|
|||
Subtotal
|
6,476
|
|
|
1.39
|
%
|
|
68
|
%
|
|
5,697
|
|
|
1.20
|
%
|
|
73
|
%
|
|
5,775
|
|
|
2.26
|
%
|
|
69
|
%
|
|||
Mortgage warehouse lines
|
866
|
|
|
0.40
|
%
|
|
32
|
%
|
|
896
|
|
|
0.50
|
%
|
|
27
|
%
|
|
585
|
|
|
0.50
|
%
|
|
31
|
%
|
|||
Unallocated reserves
|
218
|
|
|
—
|
|
|
—
|
|
|
332
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
7,560
|
|
|
1.11
|
%
|
|
100
|
%
|
|
$
|
6,925
|
|
|
1.06
|
%
|
|
100
|
%
|
|
$
|
7,039
|
|
|
1.89
|
%
|
|
100
|
%
|
|
December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||||
|
Amount
|
|
ALL
as a %
of Loans
|
|
% of
Loans
|
|
Amount
|
|
ALL
as a %
of Loans
|
|
% of
Loans
|
||||||||
Commercial business and commercial real estate loans
|
$
|
3,235
|
|
|
2.01
|
%
|
|
31
|
%
|
|
$
|
2,532
|
|
|
2.01
|
%
|
|
32
|
%
|
Construction loans
|
1,990
|
|
|
3.57
|
%
|
|
11
|
%
|
|
1,055
|
|
|
2.14
|
%
|
|
10
|
%
|
||
Residential real estate loans
|
112
|
|
|
1.03
|
%
|
|
2
|
%
|
|
91
|
|
|
0.71
|
%
|
|
3
|
%
|
||
Loans to individuals
|
105
|
|
|
1.07
|
%
|
|
2
|
%
|
|
190
|
|
|
1.52
|
%
|
|
3
|
%
|
||
Subtotal
|
5,442
|
|
|
2.41
|
%
|
|
46
|
%
|
|
3,868
|
|
|
1.95
|
%
|
|
48
|
%
|
||
Mortgage warehouse lines
|
1,421
|
|
|
0.50
|
%
|
|
54
|
%
|
|
1,122
|
|
|
0.45
|
%
|
|
52
|
%
|
||
Unallocated reserves
|
288
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|
—
|
|
|
—
|
|
||
Total
|
$
|
7,151
|
|
|
1.37
|
%
|
|
100
|
%
|
|
$
|
5,534
|
|
|
1.16
|
%
|
|
100
|
%
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
Of Total
|
|
Weighted
Average
Contractual
Rate
|
|
Amount
|
|
Percent
Of Total
|
|
Weighted
Average
Contractual
Rate
|
||||||||
Non-interest bearing demand
|
$
|
159,918
|
|
|
20
|
%
|
|
—
|
%
|
|
$
|
162,281
|
|
|
20
|
%
|
|
—
|
%
|
Interest bearing demand
|
284,547
|
|
|
36
|
%
|
|
0.34
|
%
|
|
297,679
|
|
|
37
|
%
|
|
0.34
|
%
|
||
Savings
|
196,324
|
|
|
25
|
%
|
|
0.48
|
%
|
|
190,817
|
|
|
23
|
%
|
|
0.46
|
%
|
||
Total core deposits
|
$
|
640,789
|
|
|
81
|
%
|
|
0.27
|
%
|
|
$
|
650,777
|
|
|
80
|
%
|
|
0.27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
145,968
|
|
|
19
|
%
|
|
1.10
|
%
|
|
$
|
166,984
|
|
|
20
|
%
|
|
1.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total deposits
|
$
|
786,757
|
|
|
100.00
|
%
|
|
0.48
|
%
|
|
$
|
817,761
|
|
|
100.00
|
%
|
|
0.49
|
%
|
|
Maturity
|
|
|
||||||||||||||||
|
3 Months
or Less
|
|
Over 3 to
6 Months
|
|
Over 6 to
12 Months
|
|
Over 12
Months
|
|
Total
|
||||||||||
|
|||||||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit of $100,000 or more
|
$
|
12,135
|
|
|
$
|
16,664
|
|
|
$
|
22,316
|
|
|
$
|
37,319
|
|
|
$
|
88,434
|
|
Certificates of deposit less than $100,000
|
10,179
|
|
|
9,314
|
|
|
13,828
|
|
|
24,213
|
|
|
57,534
|
|
|||||
Total certificates of deposit
|
$
|
22,314
|
|
|
$
|
25,978
|
|
|
$
|
36,144
|
|
|
$
|
61,532
|
|
|
$
|
145,968
|
|
Average Deposit Balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Average
Balance
|
|
Percentage
of Total
|
|
Average
Balance
|
|
Percentage
of Total
|
|
Average
Balance
|
|
Percentage
of Total
|
|||||||||
Non-interest bearing demand
|
$
|
164,419
|
|
|
20
|
%
|
|
$
|
159,935
|
|
|
20
|
%
|
|
$
|
137,873
|
|
|
20
|
%
|
Interest bearing demand
|
300,813
|
|
|
37
|
%
|
|
286,235
|
|
|
35
|
%
|
|
222,581
|
|
|
32
|
%
|
|||
Savings
|
196,844
|
|
|
24
|
%
|
|
199,078
|
|
|
24
|
%
|
|
198,169
|
|
|
29
|
%
|
|||
Certificates of deposit of $100,000
or more
|
71,449
|
|
|
9
|
%
|
|
98,891
|
|
|
12
|
%
|
|
71,616
|
|
|
9
|
%
|
|||
Other certificates of deposit
less than $100,000
|
87,306
|
|
|
10
|
%
|
|
70,574
|
|
|
9
|
%
|
|
68,741
|
|
|
10
|
%
|
|||
Total
|
$
|
820,831
|
|
|
100
|
%
|
|
$
|
814,713
|
|
|
100
|
%
|
|
$
|
698,980
|
|
|
100
|
%
|
(Dollars in thousands)
|
One Year
or Less
|
|
One to
Three Years
|
|
Three to
Five Years
|
|
Over Five
Years
|
|
Total
|
||||||||||
Off Balance Sheet:
|
|
|
|
|
|
|
|
|
|
||||||||||
Standby letters of credit
|
$
|
2,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,106
|
|
Commitments to extend credit
|
$
|
290,883
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
290,883
|
|
Commitments to sell residential loans
|
$
|
16,870
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,870
|
|
Total off balance sheet:
|
$
|
309,859
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
309,859
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Leases
|
$
|
1,255
|
|
|
$
|
1,975
|
|
|
$
|
1,221
|
|
|
$
|
2,050
|
|
|
$
|
6,501
|
|
Borrowed funds and subordinated
Debentures
|
38,550
|
|
|
20,346
|
|
|
—
|
|
|
18,557
|
|
|
77,453
|
|
|||||
Certificates of deposit
|
$
|
84,436
|
|
|
55,450
|
|
|
6,082
|
|
|
—
|
|
|
145,968
|
|
||||
Retirement benefit obligation
|
1,368
|
|
|
4,245
|
|
|
—
|
|
|
—
|
|
|
5,613
|
|
|||||
Total contractual obligations:
|
$
|
125,609
|
|
|
82,016
|
|
|
7,303
|
|
|
20,607
|
|
|
235,535
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
435,468
|
|
|
$
|
82,016
|
|
|
$
|
7,303
|
|
|
$
|
20,607
|
|
|
$
|
545,394
|
|
|
|
|
|
|
|
Next 12 Months
|
||||||||||||||||
|
|
Economic Value of Equity (2)
|
|
|
|
Net Interest Income
|
||||||||||||||||
Change in Interest Rates
|
|
Dollar
|
|
Dollar
|
|
Percentage
|
|
Dollar
|
|
Dollar
|
|
Percentage
|
||||||||||
Basis Point (bp) (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Amount
|
|
Change
|
|
Change
|
|
Amount
|
|
Change
|
|
Change
|
||||||||||
|
|
(Dollars in Thousands)
|
||||||||||||||||||||
+300 bp
|
|
$
|
130,547
|
|
|
$
|
1,606
|
|
|
1.25
|
%
|
|
$
|
40,860
|
|
|
$
|
3,697
|
|
|
9.95
|
%
|
+200 bp
|
|
130,547
|
|
|
1,606
|
|
|
1.25
|
%
|
|
39,513
|
|
|
2,350
|
|
|
6.32
|
%
|
||||
0 bp
|
|
128,941
|
|
|
—
|
|
|
—
|
|
|
37,163
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Assumes an instantaneous and parallel shift in interest rates at all maturities.
|
(2)
|
EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the receipts and expenditures of the Company are being made only in accordance with authorizations of its management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
|
2.
|
All schedules are omitted because they are either inapplicable or not required, or because the information required therein is included in the Consolidated Financial Statements and Notes thereto.
|
10.2
|
#
|
Amended and Restated 1st Constitution Bancorp Directors’ Insurance Plan, effective as of June 16, 2005 (incorporated by reference to Exhibit No. 10 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on March 24, 2006)
|
|
|
|
10.3
|
#
|
1st Constitution Bancorp Form of Executive Life Insurance Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-QSB (SEC File No. 000-32891) filed with the SEC on November 13, 2002)
|
|
|
|
10.4
|
#
|
Amendment No. 1 to 1st Constitution Bancorp Supplemental Executive Retirement Plan, effective January 1, 2004 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 11, 2004)
|
|
|
|
10.5
|
#
|
The 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Appendix A of the Company's proxy statement (SEC File No. 000-32891) filed with the SEC on April 15, 2005)
|
|
|
|
10.6
|
#
|
Form of Restricted Stock Agreement under the 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 8, 2005)
|
|
|
|
10.7
|
#
|
Form of Nonqualified Stock Option Agreement under the 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 8, 2005)
|
|
|
|
10.8
|
#
|
Form of Incentive Stock Option Agreement under the 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 8, 2005)
|
|
|
|
10.9
|
|
Amended and Restated Declaration of Trust of 1st Constitution Capital Trust II, dated as of June 15, 2006, among 1st Constitution Bancorp, as sponsor, the Delaware and institutional trustee named therein, and the administrators named therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on June 16, 2006)
|
|
|
|
10.10
|
|
Indenture, dated as of June 15, 2006, between 1st Constitution Bancorp, as issuer, and the trustee named therein, relating to the Floating Rate Junior Subordinated Debt Securities due 2036 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on June 16, 2006)
|
|
|
|
10.11
|
|
Guarantee Agreement, dated as of June 15, 2006, between 1st Constitution Bancorp and the guarantee trustee named therein (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on June 16, 2006)
|
|
|
|
10.12
|
#
|
Amendment No. 2 to 1st Constitution Bancorp Supplemental Executive Retirement Plan, effective as of December 31, 2004 (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K (SEC File No. 000-32891) filed with the SEC on April 15, 2008)
|
|
|
|
10.13
|
#
|
1st Constitution Bancorp 2005 Supplemental Executive Retirement Plan, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on December 28, 2006)
|
|
|
|
10.14
|
#
|
Amended and Restated Employment Agreement between the Company and Robert F. Mangano dated as of July 1, 2010 (incorporated by reference to Exhibit 10 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on July 14, 2010)
|
|
|
|
10.15
|
#
|
1st Constitution Bancorp 2013 Equity Incentive Plan (incorporated by reference to the Company's proxy statement filed with the SEC on April 11, 2013)
|
|
|
|
10.16
|
#*
|
Form of Restricted Stock Agreement under the 1st Constitution Bancorp 2013 Equity Incentive Plan
|
|
|
|
10.17
|
#*
|
Form of Incentive Stock Option Agreement under the 1st Constitution Bancorp 2013 Equity Incentive Plan
|
|
|
|
10.18
|
|
Agreement and Plan of Merger, dated as of August 14, 2013, by and between the Company, 1st Constitution Bank and Rumson-Fair Haven Bank & Trust Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on August 15, 2013)
|
|
|
|
10.19
|
|
First Amendment to Agreement and Plan of Merger, dated September 19, 2013, by and among the Company, 1st Constitution Bank and Rumson-Fair Haven Bank & Trust Company (incorporated by reference to Exhibit 2.2 to the Company’s Form 10-Q filed with the SEC on November 12, 2013)
|
|
|
|
10.20
|
#
|
Letter Agreement, dated January 31, 2014, between 1st Constitution Bank and Stephen J. Gilhooly (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 1, 2014)
|
|
|
|
10.21
|
#
|
Amendment to the Amended and Restated Employment Agreement, dated April 4, 2014, between 1st Constitution Bancorp and Robert F. Mangano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 8, 2014)
|
|
|
|
10.22
|
#
|
1st Constitution Bancorp 2015 Directors Stock Plan (incorporated by reference to Appendix A to the Company's proxy statement on Schedule 14A for its annual meeting of shareholders held on May 21, 2015 ( SEC File No. 000-32891) filed with the SEC on April 14, 2015)
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21
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*
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Subsidiaries of the Company
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23.1
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*
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Consent of BDO USA, LLP as Independent Registered Public Accounting Firm
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31.1
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*
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Certification of the principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
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31.2
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*
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Certification of the principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
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32
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*
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer and the principal financial officer of the Company
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101.INS
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*
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XBRL Instance Document
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101.SCH
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*
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XBRL Taxonomy Extension Schema Document
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101.CAL
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*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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*
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XBRL Taxonomy Extension Presentation Linkbase Document
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COMMITMENTS AND CONTINGENCIES
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||||
SHAREHOLDERS’ EQUITY
|
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|
||||
Preferred stock, no par value: 5,000,000 shares authorized, none issued
|
—
|
|
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—
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|
||
Common stock, no par value; 30,000,000 shares authorized; 7,575,492 and 7,165,084 shares issued and 7,545,684 and 7,134,174 shares outstanding as of December 31, 2015 and 2014, respectively
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70,845
|
|
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61,448
|
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||
Retained earnings
|
25,589
|
|
|
25,730
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|
||
Treasury Stock 29,808 shares and, 30,910 shares at December 31, 2015 and 2014, respectively
|
(344
|
)
|
|
(316
|
)
|
||
Accumulated other comprehensive (loss) income
|
(130
|
)
|
|
248
|
|
||
Total shareholders’ equity
|
95,960
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|
|
87,110
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|
||
Total liabilities and shareholders’ equity
|
$
|
967,991
|
|
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$
|
956,779
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2015
|
|
2014
|
||||
INTEREST INCOME:
|
|
|
|
||||
Loans, including fees
|
$
|
35,597
|
|
|
$
|
30,879
|
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Securities:
|
|
|
|
|
|
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Taxable
|
3,167
|
|
|
4,022
|
|
||
Tax-exempt
|
2,131
|
|
|
2,310
|
|
||
Federal funds sold and short-term investments
|
50
|
|
|
150
|
|
||
Total interest income
|
40,945
|
|
|
37,361
|
|
||
INTEREST EXPENSE:
|
|
|
|
|
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Deposits
|
3,704
|
|
|
3,799
|
|
||
Borrowings
|
577
|
|
|
515
|
|
||
Redeemable subordinated debentures
|
355
|
|
|
344
|
|
||
Total interest expense
|
4,636
|
|
|
4,658
|
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||
|
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|
||||
Net interest income
|
36,309
|
|
|
32,703
|
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||
|
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|
||||
PROVISION FOR LOAN LOSSES
|
1,100
|
|
|
5,750
|
|
||
Net interest income after provision for loan losses
|
35,209
|
|
|
26,953
|
|
||
NON-INTEREST INCOME:
|
|
|
|
|
|
||
Service charges on deposit accounts
|
818
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|
|
988
|
|
||
Loss on sales of securities available for sale
|
—
|
|
|
(1
|
)
|
||
Gain on sales of loans, net
|
4,039
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|
|
3,103
|
|
||
Income on Bank-owned life insurance
|
558
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|
|
564
|
|
||
Other income
|
1,857
|
|
|
2,160
|
|
||
Total other income
|
7,272
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|
|
6,814
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NON-INTEREST EXPENSES:
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||
Salaries and employee benefits
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17,232
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|
|
16,117
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||
Occupancy expense
|
3,461
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|
|
3,355
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||
Data processing expenses
|
1,211
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1,264
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||
FDIC insurance expense
|
660
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|
|
715
|
|
||
Other real estate owned expenses
|
1,542
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|
|
236
|
|
||
Merger-related expenses
|
—
|
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|
1,532
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|
||
Other operating expenses
|
5,649
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5,119
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Total other expenses
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29,755
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28,338
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Income before income taxes
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12,726
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5,429
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INCOME TAXES
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4,062
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1,073
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Net income
|
$
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8,664
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|
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$
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4,356
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NET INCOME PER COMMON SHARE
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Basic
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$
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1.10
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$
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0.56
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Diluted
|
$
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1.07
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$
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0.55
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WEIGHTED AVERAGE SHARES OUTSTANDING
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|
||||
Basic
|
7,901,278
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7,735,303
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Diluted
|
8,075,752
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7,879,186
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2015
|
|
2014
|
||||
Net income
|
$
|
8,664
|
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$
|
4,356
|
|
|
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|
||||
Other comprehensive (loss) income, net of tax
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|
|
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||||
Unrealized (losses) gains on securities available for sale
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(224
|
)
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3,418
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|
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Tax effect
|
38
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|
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(1,210
|
)
|
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Net of tax amount
|
(186
|
)
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|
2,208
|
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||
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|
|
|
||||
Reclassification adjustment for realized loss included in income (1)
|
—
|
|
|
1
|
|
||
Tax effect (2)
|
—
|
|
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—
|
|
||
Net of tax amount
|
—
|
|
|
1
|
|
||
|
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||||
Pension liability
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(53
|
)
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|
488
|
|
||
Tax effect
|
21
|
|
|
(195
|
)
|
||
Net of tax amount
|
(32
|
)
|
|
293
|
|
||
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|
||||
Reclassification adjustment for actuarial gains included in income (3)
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(266
|
)
|
|
(10
|
)
|
||
Tax effect (2)
|
106
|
|
|
4
|
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||
Net of tax amount
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(160
|
)
|
|
(6
|
)
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||
|
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|
||||
Total other comprehensive (loss) income
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(378
|
)
|
|
2,496
|
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||
|
|
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|
||||
Comprehensive income
|
$
|
8,286
|
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$
|
6,852
|
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(1)
|
Included in loss on sales of securities available for sale
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(2)
|
Included in income taxes
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(3)
|
Included in salaries and employee benefits expense
|
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Common
Stock
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
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Total
Shareholders'
Equity
|
||||||||||
BALANCE, January 1, 2014
|
$
|
49,403
|
|
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$
|
21,374
|
|
|
$
|
(172
|
)
|
|
$
|
(2,248
|
)
|
|
$
|
68,357
|
|
|
|
|
|
|
|
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||||||||||
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||||||||||
Exercise of stock options and issuance of restricted
shares under employee benefit programs |
299
|
|
|
|
|
|
|
|
|
|
|
|
299
|
|
|||||
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|
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Share-based compensation
|
585
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|
|
|
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|
|
|
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|
|
585
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|||||
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||||||||||
Acquisition of Rumson Fair Haven Bank and Trust Company (1,019,223 shares)
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11,161
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11,161
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|
||||||||
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|
||||||||||
Treasury stock purchased, net (14,072 shares)
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|
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(144
|
)
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(144
|
)
|
|||||
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|
||||||||||
Net Income for the year ended December 31, 2014
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|
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4,356
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|
|
|
|
|
|
|
|
4,356
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
2,496
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|
|
2,496
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|
|||||
BALANCE, December 31, 2014
|
$
|
61,448
|
|
|
$
|
25,730
|
|
|
$
|
(316
|
)
|
|
$
|
248
|
|
|
$
|
87,110
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE, January 1, 2015
|
$
|
61,448
|
|
|
$
|
25,730
|
|
|
$
|
(316
|
)
|
|
$
|
248
|
|
|
$
|
87,110
|
|
|
|
|
|
|
|
|
|
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||||||||||
Exercise of stock options and issuance of restricted
shares under employee benefit programs (33,800 shares issued from Treasury Stock) |
(39
|
)
|
|
|
|
|
331
|
|
|
|
|
|
292
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Share-based compensation
|
631
|
|
|
|
|
|
|
|
|
|
|
|
631
|
|
|||||
|
|
|
|
|
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|
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|
||||||||||
5% Stock dividends declared February and December 2015 (737,448 shares)
|
8,805
|
|
|
(8,805
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
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|
||||||||||
Treasury stock purchased, net (31,050 shares)
|
|
|
|
|
|
|
(359
|
)
|
|
|
|
|
(359
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income for the year ended December 31, 2015
|
|
|
|
8,664
|
|
|
|
|
|
|
|
|
8,664
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive (loss)
|
|
|
|
|
|
|
|
|
|
(378
|
)
|
|
(378
|
)
|
|||||
BALANCE, December 31, 2015
|
$
|
70,845
|
|
|
$
|
25,589
|
|
|
$
|
(344
|
)
|
|
$
|
(130
|
)
|
|
$
|
95,960
|
|
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
8,664
|
|
|
$
|
4,356
|
|
Adjustments to reconcile net income to net cash provided by operating activities-
|
|
|
|
||||
Provision for loan losses
|
1,100
|
|
|
5,750
|
|
||
Provision for loss on other real estate owned
|
382
|
|
|
112
|
|
||
Depreciation and amortization
|
2,388
|
|
|
1,734
|
|
||
Net amortization of premiums and discounts on securities
|
810
|
|
|
1,127
|
|
||
Loss on sales of securities available for sale
|
—
|
|
|
1
|
|
||
Loss (gains) on sales of other real estate owned
|
692
|
|
|
(43
|
)
|
||
Gains on sales of loans held for sale
|
(4,039
|
)
|
|
(3,103
|
)
|
||
Originations of loans held for sale
|
(134,073
|
)
|
|
(114,752
|
)
|
||
Proceeds from sales of loans held for sale
|
140,486
|
|
|
120,407
|
|
||
Income on bank-owned life insurance
|
(558
|
)
|
|
(564
|
)
|
||
Share-based compensation expense
|
631
|
|
|
585
|
|
||
Deferred tax expense (benefit)
|
159
|
|
|
(143
|
)
|
||
Decrease (increase) in accrued interest receivable
|
243
|
|
|
(553
|
)
|
||
(Increase) decrease in other assets
|
(1,812
|
)
|
|
620
|
|
||
(Decrease) increase in accrued interest payable
|
(61
|
)
|
|
24
|
|
||
(Decrease) increase in accrued expense and other liabilities
|
(362
|
)
|
|
1,362
|
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
14,650
|
|
|
16,920
|
|
||
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|||
|
|
|
|
||||
Purchases of securities -
|
|
|
|
|
|||
Available for sale
|
(34,109
|
)
|
|
—
|
|
||
Held to maturity
|
(15,599
|
)
|
|
(18,424
|
)
|
||
Proceeds from maturities and repayments of securities -
|
|
|
|
||||
Available for sale
|
18,783
|
|
|
23,606
|
|
||
Held to maturity
|
35,705
|
|
|
27,238
|
|
||
Proceeds from sales of securities available for sale
|
—
|
|
|
28,113
|
|
||
Net (increase) in loans
|
(30,646
|
)
|
|
(147,363
|
)
|
||
Capital expenditures
|
(706
|
)
|
|
(493
|
)
|
||
Net cash received in the acquisition
|
—
|
|
|
21,375
|
|
||
Proceeds from sales of other real estate owned
|
6,027
|
|
|
287
|
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(20,545
|
)
|
|
(65,661
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Exercise of stock options and issuance of restricted shares
|
292
|
|
|
299
|
|
||
Purchase of treasury stock
|
(359
|
)
|
|
(144
|
)
|
||
Net decrease in demand, savings and time deposits
|
(31,004
|
)
|
|
(10,275
|
)
|
||
Net increase in borrowings
|
33,789
|
|
|
4,128
|
|
||
|
|
|
|
||||
Net cash provided by (used in) financing activities
|
2,718
|
|
|
(5,992
|
)
|
||
Decrease in cash and cash equivalents
|
(3,177
|
)
|
|
(54,733
|
)
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
14,545
|
|
|
69,278
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
11,368
|
|
|
$
|
14,545
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid during the year for -
|
|
|
|
||||
Interest
|
$
|
4,697
|
|
|
$
|
4,634
|
|
Income taxes
|
4,170
|
|
|
784
|
|
||
Non-cash investing activities
|
|
|
|
||||
Real estate acquired in full satisfaction of loans in foreclosure
|
2,357
|
|
|
3,995
|
|
||
|
|
|
|
||||
Acquisition of Rumson Fair Haven Bank
|
|
|
|
||||
Non-cash assets acquired:
|
|
|
|
||||
Investment securities available for sale
|
—
|
|
|
30,024
|
|
||
Loans
|
—
|
|
|
143,714
|
|
||
Goodwill
|
—
|
|
|
8,089
|
|
||
Core deposit intangible
|
—
|
|
|
1,189
|
|
||
Bank-owned life insurance, premises and equipment and other assets
|
—
|
|
|
8,122
|
|
||
|
—
|
|
|
191,138
|
|
||
|
|
|
|
||||
Liabilities assumed:
|
|
|
|
||||
Deposits
|
—
|
|
|
189,490
|
|
||
Advances from FHLB
|
—
|
|
|
11,030
|
|
||
Other liabilities
|
—
|
|
|
832
|
|
||
|
—
|
|
|
201,352
|
|
||
Common stock issued for acquisition
|
—
|
|
|
11,161
|
|
•
|
Management judges the loan to be uncollectible;
|
•
|
Repayment is deemed to be protracted beyond reasonable time frames;
|
•
|
The loan has been classified as a loss by either internal loan review process or external examiners;
|
•
|
The customer has filed bankruptcy and the loss becomes evident owing to a lack of assets; or
|
•
|
The loan is significantly past due unless both well secured and in the process of collection.
|
(Dollars in thousands except per share data)
|
Year Ended December 31, 2015
|
|||||||||
|
Net Income
|
|
Weighted
average
shares
|
|
Per share
Amount
|
|||||
Basic earnings per common share:
|
|
|
|
|
|
|||||
Net income
|
$
|
8,664
|
|
|
7,901,278
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|||||
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options and warrants
|
|
|
174,474
|
|
|
|
||||
|
|
|
|
|
|
|||||
Diluted EPS:
|
|
|
|
|
|
|||||
Net income plus assumed conversion
|
$
|
8,664
|
|
|
8,075,752
|
|
|
$
|
1.07
|
|
|
Year Ended December 31, 2014
|
|||||||||
|
Net Income
|
|
Weighted
average
shares
|
|
Per share
Amount
|
|||||
Basic earnings per common share:
|
|
|
|
|
|
|||||
Net income
|
$
|
4,356
|
|
|
7,735,303
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||
Stock options and warrants
|
|
|
|
143,883
|
|
|
|
|
||
|
|
|
|
|
|
|||||
Diluted EPS:
|
|
|
|
|
|
|
|
|
||
Net income plus assumed conversion
|
$
|
4,356
|
|
|
7,879,186
|
|
|
$
|
0.55
|
|
(Dollars in thousands)
|
Amount
|
||
Consideration paid:
|
|
||
Company stock issued
|
$
|
11,161
|
|
Cash payment
|
14,770
|
|
|
Total consideration paid
|
25,931
|
|
|
Recognized amounts of identifiable assets and liabilities assumed at fair value:
|
|
||
Cash and cash equivalents
|
36,145
|
|
|
Securities available for sale
|
30,024
|
|
|
Loans
|
143,714
|
|
|
Premises and equipment, net
|
1,913
|
|
|
Identifiable intangible assets
|
1,189
|
|
|
Bank-owned life insurance
|
4,471
|
|
|
Accrued interest receivable and other assets
|
1,738
|
|
|
Deposits
|
(189,490
|
)
|
|
Borrowings
|
(11,030
|
)
|
|
Other liabilities
|
(832
|
)
|
|
Total identifiable assets
|
17,842
|
|
|
Goodwill
|
8,089
|
|
(Dollars in thousands)
|
|
|
Gross
|
|
Gross
|
|
|
||||||||
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||
2015
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
Available for sale-
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and obligations of U.S. Government
|
|
|
|
|
|
|
|
||||||||
sponsored corporations (“GSE”) and agencies
|
$
|
5,523
|
|
|
$
|
—
|
|
|
$
|
(42
|
)
|
|
$
|
5,481
|
|
Residential collateralized mortgage obligations- GSE
|
8,255
|
|
|
68
|
|
|
(36
|
)
|
|
8,287
|
|
||||
Residential mortgage backed securities – GSE
|
32,279
|
|
|
541
|
|
|
(185
|
)
|
|
32,635
|
|
||||
Obligations of state and political subdivisions
|
21,125
|
|
|
365
|
|
|
(54
|
)
|
|
21,436
|
|
||||
Trust preferred debt securities – single issuer
|
2,474
|
|
|
—
|
|
|
(338
|
)
|
|
2,136
|
|
||||
Corporate debt securities
|
20,510
|
|
|
65
|
|
|
(153
|
)
|
|
20,422
|
|
||||
Other debt securities
|
1,053
|
|
|
—
|
|
|
(28
|
)
|
|
1,025
|
|
||||
Restricted stock
|
3,302
|
|
|
—
|
|
|
—
|
|
|
3,302
|
|
||||
|
$
|
94,521
|
|
|
$
|
1,039
|
|
|
$
|
(836
|
)
|
|
$
|
94,724
|
|
|
Amortized
Cost
|
|
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
|
|
Carrying
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||
Held to maturity-
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential collateralized
mortgage obligations – GSE
|
$
|
13,630
|
|
|
$
|
—
|
|
|
$
|
13,630
|
|
|
$
|
404
|
|
|
$
|
—
|
|
|
$
|
14,034
|
|
Residential mortgage
backed securities - GSE
|
47,718
|
|
|
—
|
|
|
47,718
|
|
|
928
|
|
|
(46
|
)
|
|
48,600
|
|
||||||
Obligations of state and
political subdivisions
|
61,135
|
|
|
|
|
|
61,135
|
|
|
2,294
|
|
|
(14
|
)
|
|
63,415
|
|
||||||
Trust preferred debt
securities - pooled
|
657
|
|
|
(501
|
)
|
|
156
|
|
|
341
|
|
|
—
|
|
|
497
|
|
||||||
Other debt securities
|
622
|
|
|
—
|
|
|
622
|
|
|
—
|
|
|
(11
|
)
|
|
611
|
|
||||||
|
$
|
123,762
|
|
|
$
|
(501
|
)
|
|
$
|
123,261
|
|
|
$
|
3,967
|
|
|
$
|
(71
|
)
|
|
$
|
127,157
|
|
(Dollars in thousands)
|
|
|
Gross
|
|
Gross
|
|
|
||||||||
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||
2014
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
Available for sale-
|
|
|
|
|
|
|
|
||||||||
U. S. Treasury securities and obligations of U.S. Government
|
|
|
|
|
|
|
|
||||||||
sponsored corporations (“GSE”) and agencies
|
$
|
1,538
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
1,524
|
|
Residential collateralized mortgage obligations - GSE
|
4,455
|
|
|
101
|
|
|
(23
|
)
|
|
4,533
|
|
||||
Residential mortgage backed securities – GSE
|
27,089
|
|
|
825
|
|
|
(143
|
)
|
|
27,771
|
|
||||
Obligations of state and political subdivisions
|
21,733
|
|
|
299
|
|
|
(329
|
)
|
|
21,703
|
|
||||
Trust preferred debt securities – single issuer
|
2,472
|
|
|
—
|
|
|
(403
|
)
|
|
2,069
|
|
||||
Corporate debt securities
|
19,397
|
|
|
152
|
|
|
(28
|
)
|
|
19,521
|
|
||||
Other debt securities
|
1,290
|
|
|
1
|
|
|
(11
|
)
|
|
1,280
|
|
||||
Restricted stock
|
1,760
|
|
|
—
|
|
|
—
|
|
|
1,760
|
|
||||
|
$
|
79,734
|
|
|
$
|
1,378
|
|
|
$
|
(951
|
)
|
|
$
|
80,161
|
|
|
Amortized
Cost
|
|
Other-Than-
Temporary
Impairment
Recognized In
Accumulated
Other
Comprehensive
Loss
|
|
Carrying
Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||
Held to maturity-
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential collateralized
mortgage obligations – GSE
|
$
|
19,304
|
|
|
$
|
—
|
|
|
$
|
19,304
|
|
|
$
|
700
|
|
|
$
|
—
|
|
|
$
|
20,004
|
|
Residential mortgage
backed securities - GSE
|
56,528
|
|
|
—
|
|
|
56,528
|
|
|
1,563
|
|
|
(36
|
)
|
|
58,055
|
|
||||||
Obligations of state and political subdivisions
|
66,887
|
|
|
—
|
|
|
66,887
|
|
|
2,297
|
|
|
(92
|
)
|
|
69,092
|
|
||||||
Trust preferred debt securities - pooled
|
657
|
|
|
(501
|
)
|
|
156
|
|
|
405
|
|
|
—
|
|
|
561
|
|
||||||
Other debt securities
|
763
|
|
|
—
|
|
|
763
|
|
|
1
|
|
|
—
|
|
|
764
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
$
|
144,139
|
|
|
$
|
(501
|
)
|
|
$
|
143,638
|
|
|
$
|
4,966
|
|
|
$
|
(128
|
)
|
|
$
|
148,476
|
|
(Dollars in thousands)
|
December 31, 2015
|
|||||||||
|
Amortized
Cost
|
|
Fair Value
|
|
Yield
|
|||||
Available for sale
|
|
|
|
|
|
|||||
Due in one year or less
|
$
|
10,788
|
|
|
$
|
10,807
|
|
|
2.54
|
%
|
Due after one year through five years
|
17,911
|
|
|
17,863
|
|
|
1.82
|
%
|
||
Due after five years through ten years
|
31,137
|
|
|
31,360
|
|
|
2.43
|
%
|
||
Due after ten years
|
34,685
|
|
|
34,694
|
|
|
3.23
|
%
|
||
Total
|
$
|
94,521
|
|
|
$
|
94,724
|
|
|
2.62
|
%
|
|
|
|
|
|
|
|||||
|
Carrying Value
|
|
Fair Value
|
|
Yield
|
|||||
Held to maturity
|
|
|
|
|
|
|
|
|
||
Due in one year or less
|
$
|
17,040
|
|
|
$
|
17,051
|
|
|
0.74
|
%
|
Due after one year through five years
|
14,935
|
|
|
15,448
|
|
|
4.06
|
%
|
||
Due after five years through ten years
|
30,657
|
|
|
31,898
|
|
|
3.50
|
%
|
||
Due after ten years
|
60,629
|
|
|
62,760
|
|
|
3.45
|
%
|
||
Total
|
$
|
123,261
|
|
|
$
|
127,157
|
|
|
3.18
|
%
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Commercial business
|
$
|
99,277
|
|
|
$
|
110,771
|
|
Commercial real estate
|
207,250
|
|
|
198,211
|
|
||
Mortgage warehouse lines
|
216,572
|
|
|
179,172
|
|
||
Construction loans
|
93,745
|
|
|
95,627
|
|
||
Residential real estate loans
|
40,744
|
|
|
46,446
|
|
||
Loans to individuals
|
23,074
|
|
|
23,156
|
|
||
All other loans
|
233
|
|
|
199
|
|
||
Gross Loans
|
680,895
|
|
|
653,582
|
|
||
Deferred loan costs
|
1,226
|
|
|
715
|
|
||
|
$
|
682,121
|
|
|
$
|
654,297
|
|
(Dollars in thousands)
|
30-59
Days
|
|
60-89
Days
|
|
Greater
than 90
Days
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
Receivable
|
|
Recorded
Investment
>90 Days
Accruing
|
|
Nonaccrual
Loans
|
||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Construction Loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93,745
|
|
|
$
|
93,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Business
|
530
|
|
|
5
|
|
|
186
|
|
|
721
|
|
|
98,556
|
|
|
99,277
|
|
|
—
|
|
|
304
|
|
||||||||
Commercial Real Estate
|
789
|
|
|
—
|
|
|
3,996
|
|
|
4,785
|
|
|
202,465
|
|
|
207,250
|
|
|
—
|
|
|
4,321
|
|
||||||||
Mortgage Warehouse Lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216,572
|
|
|
216,572
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential Real Estate Loans
|
—
|
|
|
166
|
|
|
1,132
|
|
|
1,298
|
|
|
39,446
|
|
|
40,744
|
|
|
—
|
|
|
1,132
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans to Individuals
|
400
|
|
|
—
|
|
|
263
|
|
|
663
|
|
|
22,411
|
|
|
23,074
|
|
|
—
|
|
|
263
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
233
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred Loan Fees and Costs, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,226
|
|
|
1,226
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total
|
$
|
1,719
|
|
|
$
|
171
|
|
|
$
|
5,577
|
|
|
$
|
7,467
|
|
|
$
|
674,654
|
|
|
$
|
682,121
|
|
|
$
|
—
|
|
|
$
|
6,020
|
|
(Dollars in thousands)
|
30-59
Days
|
|
60-89
Days
|
|
Greater
than 90
Days
|
|
Total Past
Due
|
|
Current
|
|
Total
Loans
Receivable
|
|
Recorded
Investment
>90 Days
Accruing
|
|
Nonaccrual
Loans
|
||||||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Construction Loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,627
|
|
|
$
|
95,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Business
|
1,823
|
|
|
51
|
|
|
492
|
|
|
2,366
|
|
|
108,405
|
|
|
110,771
|
|
|
—
|
|
|
464
|
|
||||||||
Commercial Real Estate
|
3,988
|
|
|
—
|
|
|
2,772
|
|
|
6,760
|
|
|
191,451
|
|
|
198,211
|
|
|
—
|
|
|
2,435
|
|
||||||||
Mortgage Warehouse Lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,172
|
|
|
179,172
|
|
|
—
|
|
|
—
|
|
||||||||
Residential Real Estate Loans
|
—
|
|
|
—
|
|
|
1,668
|
|
|
1,668
|
|
|
44,778
|
|
|
46,446
|
|
|
317
|
|
|
1,361
|
|
||||||||
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loans to Individuals
|
4
|
|
|
—
|
|
|
263
|
|
|
267
|
|
|
22,889
|
|
|
23,156
|
|
|
—
|
|
|
263
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|
199
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred Loan Fees and Costs, Net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|
715
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total
|
$
|
5,815
|
|
|
$
|
51
|
|
|
$
|
5,195
|
|
|
$
|
11,061
|
|
|
$
|
643,236
|
|
|
$
|
654,297
|
|
|
$
|
317
|
|
|
$
|
4,523
|
|
•
|
Delinquencies and nonaccruals
|
•
|
Portfolio quality
|
•
|
Concentration of credit
|
•
|
Trends in volume of loans
|
•
|
Quality of collateral
|
•
|
Policy and procedures
|
•
|
Experience, ability, and depth of management
|
•
|
Economic trends – national and local
|
•
|
External factors – competition, legal and regulatory
|
•
|
Consumer credit scores
|
•
|
Internal credit risk grades
|
•
|
Loan-to-value ratios
|
•
|
Collateral
|
•
|
Collection experience
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Credit Exposure- By
Internally Assigned Grade
|
Construction
|
|
|
Commercial
Business
|
|
|
Commercial
Real Estate
|
|
|
Mortgage
Warehouse
Lines
|
|
|
Residential
Real Estate
|
|
|||||
Grade:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
$
|
93,558
|
|
|
$
|
90,856
|
|
|
$
|
191,754
|
|
|
$
|
216,572
|
|
|
$
|
39,878
|
|
Special Mention
|
187
|
|
|
7,768
|
|
|
9,311
|
|
|
—
|
|
|
260
|
|
|||||
Substandard
|
—
|
|
|
653
|
|
|
6,185
|
|
|
—
|
|
|
606
|
|
|||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
93,745
|
|
|
$
|
99,277
|
|
|
$
|
207,250
|
|
|
$
|
216,572
|
|
|
$
|
40,744
|
|
(Dollars in thousands)
|
|
|
|
||||
Consumer Credit Exposure -By Payment Activity
|
Loans to Individuals
|
|
|
Other
|
|
||
|
|
|
|
||||
Performing
|
$
|
22,811
|
|
|
$
|
233
|
|
Nonperforming
|
263
|
|
|
—
|
|
||
Total
|
$
|
23,074
|
|
|
$
|
233
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Credit Exposure- By
Internally Assigned Grade
|
Construction
|
|
|
Commercial
Business
|
|
|
Commercial
Real Estate
|
|
|
Mortgage
Warehouse
Lines
|
|
|
Residential
Real Estate
|
|
|||||
Grade:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pass
|
$
|
95,391
|
|
|
$
|
103,107
|
|
|
$
|
178,701
|
|
|
$
|
179,172
|
|
|
$
|
44,768
|
|
Special Mention
|
236
|
|
|
6,711
|
|
|
12,052
|
|
|
—
|
|
|
95
|
|
|||||
Substandard
|
—
|
|
|
792
|
|
|
7,458
|
|
|
—
|
|
|
1,583
|
|
|||||
Doubtful
|
—
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
95,627
|
|
|
$
|
110,771
|
|
|
$
|
198,211
|
|
|
$
|
179,172
|
|
|
$
|
46,446
|
|
(Dollars in thousands)
|
|
|
|
||||
Consumer Credit Exposure - By Payment Activity
|
Loans to Individuals
|
|
|
Other
|
|
||
|
|
|
|
||||
Performing
|
$
|
22,893
|
|
|
$
|
199
|
|
Nonperforming
|
263
|
|
|
—
|
|
||
Total
|
$
|
23,156
|
|
|
$
|
199
|
|
Allowance for Loan Losses as of and for the year ended December 31, 2014
|
|
|
|
|
|
|
||||||||||||||||||||||||
(Dollars in thousands)
|
|
Commercial
|
Commercial
|
Mortgage
|
Residential
|
Loans to
|
|
|
Deferred
|
Total
|
||||||||||||||||||||
|
Construction
|
Business
|
Real Estate
|
Warehouse
|
Real Estate
|
Individuals
|
Other
|
Unallocated
|
Fees
|
|
||||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Beginning balance
|
$
|
1,205
|
|
$
|
1,272
|
|
$
|
3,022
|
|
$
|
585
|
|
$
|
165
|
|
$
|
109
|
|
$
|
2
|
|
$
|
679
|
|
$
|
—
|
|
$
|
7,039
|
|
Provision charged to operations
|
10
|
|
4,794
|
|
914
|
|
311
|
|
47
|
|
20
|
|
1
|
|
(347
|
)
|
—
|
|
5,750
|
|
||||||||||
Loans charged off
|
—
|
|
(4,324
|
)
|
(1,582
|
)
|
—
|
|
(15
|
)
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
(5,922
|
)
|
||||||||||
Recoveries of loans charged off
|
—
|
|
19
|
|
39
|
|
—
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
58
|
|
||||||||||
Ending balance
|
$
|
1,215
|
|
$
|
1,761
|
|
$
|
2,393
|
|
$
|
896
|
|
$
|
197
|
|
$
|
129
|
|
$
|
2
|
|
$
|
332
|
|
$
|
—
|
|
$
|
6,925
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
$
|
122
|
|
$
|
593
|
|
$
|
—
|
|
$
|
—
|
|
$
|
26
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
741
|
|
Collectively evaluated for impairment
|
1,215
|
|
1,639
|
|
1,800
|
|
896
|
|
197
|
|
103
|
|
2
|
|
332
|
|
—
|
|
6,184
|
|
||||||||||
Ending Balance
|
$
|
1,215
|
|
$
|
1,761
|
|
$
|
2,393
|
|
$
|
896
|
|
$
|
197
|
|
$
|
129
|
|
$
|
2
|
|
$
|
332
|
|
$
|
—
|
|
$
|
6,925
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Loans receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans acquired with deteriorated credit quality
|
$
|
—
|
|
$
|
320
|
|
$
|
1,705
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,025
|
|
Individually evaluated for impairment
|
450
|
|
612
|
|
5,762
|
|
—
|
|
1,361
|
|
263
|
|
—
|
|
—
|
|
—
|
|
8,448
|
|
||||||||||
Collectively evaluated for impairment
|
95,177
|
|
109,839
|
|
190,744
|
|
179,172
|
|
45,085
|
|
22,893
|
|
199
|
|
—
|
|
715
|
|
643,824
|
|
||||||||||
Ending Balance
|
$
|
95,627
|
|
$
|
110,771
|
|
$
|
198,211
|
|
$
|
179,172
|
|
$
|
46,446
|
|
$
|
23,156
|
|
$
|
199
|
|
$
|
—
|
|
$
|
715
|
|
$
|
654,297
|
|
(Dollars in thousands)
|
|
|
|
||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Balance at beginning of year
|
$
|
135
|
|
|
$
|
—
|
|
Acquisition of impaired loans
|
—
|
|
|
241
|
|
||
Accretion of discount
|
(62
|
)
|
|
(106
|
)
|
||
Balance at end of year
|
$
|
73
|
|
|
$
|
135
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||
Non-accretable difference at end of year
|
$
|
215
|
|
|
$
|
546
|
|
|
Periods ending December 31,
|
||||
(Dollars in thousands)
|
|
|
|
||
|
2016
|
|
$
|
30
|
|
|
2017
|
|
22
|
|
|
|
2018
|
|
8
|
|
|
|
Thereafter
|
|
13
|
|
|
|
Total
|
|
$
|
73
|
|
(Dollars in thousands)
|
|
December 31,
|
|
|
||||||
2015
|
|
2014
|
||||||||
Number of loans
|
|
Recorded Investment
|
|
Number of loans
|
|
Recorded Investment
|
||||
5
|
|
$
|
1,008
|
|
|
1
|
|
$
|
33
|
|
(Dollars in thousands)
|
Number of
Contracts
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|||||
Troubled Debt Restructurings:
|
|
|
|
|
|
|||||
Commercial Real Estate
|
1
|
|
|
$
|
288
|
|
|
$
|
288
|
|
(Dollars in thousands)
|
Number of
Contracts
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|||||
Troubled Debt Restructurings:
|
|
|
|
|
|
|||||
Commercial Business
|
3
|
|
|
$
|
162
|
|
|
$
|
162
|
|
(Dollars in thousands)
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
1,376
|
|
|
$
|
1,587
|
|
Loans granted
|
16
|
|
|
206
|
|
||
Repayments of loans
|
(522
|
)
|
|
(417
|
)
|
||
Balance, end of year
|
$
|
870
|
|
|
$
|
1,376
|
|
|
|
|
December 31,
|
||||||
(Dollars in thousands)
|
Estimated
Useful Lives
|
|
2015
|
|
2014
|
||||
Land
|
|
|
$
|
1,798
|
|
|
$
|
1,798
|
|
Building
|
40 years
|
|
8,083
|
|
|
8,281
|
|
||
Leasehold improvements
|
3 - 10 years
|
|
5,762
|
|
|
5,234
|
|
||
Furniture, fixtures and equipment
|
3 – 15 years
|
|
4,542
|
|
|
4,286
|
|
||
|
|
|
20,185
|
|
|
19,599
|
|
||
Less: Accumulated depreciation
|
|
|
(9,076
|
)
|
|
(8,226
|
)
|
||
|
|
|
$
|
11,109
|
|
|
$
|
11,373
|
|
(Dollars in thousands)
|
2015
|
|
|
2014
|
|
||
Balance, beginning of year
|
$
|
5,710
|
|
|
$
|
2,136
|
|
Transfers into real estate owned
|
2,357
|
|
|
3,995
|
|
||
Transfers to other assets
|
—
|
|
|
(66
|
)
|
||
Sale of real estate owned
|
(6,027
|
)
|
|
(243
|
)
|
||
Loss on sale of real estate owned
|
(692
|
)
|
|
—
|
|
||
Write-down of real estate owned
|
(382
|
)
|
|
(112
|
)
|
||
Balance, end of year
|
$
|
966
|
|
|
$
|
5,710
|
|
(Dollars in thousands)
|
2015
|
|
|
2014
|
|
||
Goodwill
|
$
|
11,853
|
|
|
$
|
11,853
|
|
Core deposits intangible
|
1,431
|
|
|
1,858
|
|
||
Total
|
$
|
13,284
|
|
|
$
|
13,711
|
|
(Dollars in thousands)
|
|
|
|
||
|
2016
|
|
$
|
406
|
|
|
2017
|
|
384
|
|
|
|
2018
|
|
305
|
|
|
|
2019
|
|
110
|
|
|
|
2020
|
|
88
|
|
|
|
Thereafter
|
|
138
|
|
|
|
|
|
$
|
1,431
|
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Non-interest bearing
|
$
|
159,918
|
|
|
$
|
162,281
|
|
Interest bearing
|
284,547
|
|
|
297,679
|
|
||
Savings
|
196,324
|
|
|
190,817
|
|
||
Certificates of deposit
|
145,968
|
|
|
166,984
|
|
||
|
$
|
786,757
|
|
|
$
|
817,761
|
|
(Dollars in thousands)
|
|
|
|
||
|
Year
|
|
Amount
|
||
|
2016
|
|
$
|
84,436
|
|
|
2017
|
|
35,448
|
|
|
|
2018
|
|
16,392
|
|
|
|
2019
|
|
3,611
|
|
|
|
2020
|
|
6,081
|
|
|
|
|
|
$
|
145,968
|
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Federal-
|
|
|
|
||||
Current
|
$
|
3,199
|
|
|
$
|
894
|
|
Deferred
|
8
|
|
|
18
|
|
||
|
3,207
|
|
|
912
|
|
||
State-
|
|
|
|
||||
Current
|
704
|
|
|
322
|
|
||
Deferred
|
151
|
|
|
(161
|
)
|
||
|
855
|
|
|
161
|
|
||
|
$
|
4,062
|
|
|
$
|
1,073
|
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Federal income tax
|
$
|
4,327
|
|
|
$
|
1,846
|
|
Add (deduct) effect of:
|
|
|
|
|
|
||
State income taxes net of federal income tax effect
|
564
|
|
|
106
|
|
||
Tax-exempt interest income
|
(724
|
)
|
|
(785
|
)
|
||
Bank-owned life insurance
|
(203
|
)
|
|
(192
|
)
|
||
Other items, net
|
98
|
|
|
98
|
|
||
Provision for income taxes
|
$
|
4,062
|
|
|
$
|
1,073
|
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Deferred tax assets (liabilities):
|
|
|
|
||||
Write-downs and expenses of OREO
|
$
|
—
|
|
|
$
|
145
|
|
Allowance for loan losses
|
3,020
|
|
|
2,766
|
|
||
Unrealized gain on securities available for sale
|
(113
|
)
|
|
(151
|
)
|
||
Supplemental executive retirement plan liability
|
2,060
|
|
|
2,003
|
|
||
Other than temporary impairment loss
|
170
|
|
|
170
|
|
||
Depreciation
|
482
|
|
|
367
|
|
||
Nonaccrual interest
|
231
|
|
|
227
|
|
||
Pension liability
|
(75
|
)
|
|
(202
|
)
|
||
Other
|
324
|
|
|
500
|
|
||
Acquisition accounting adjustments
|
441
|
|
|
709
|
|
||
Net deferred tax assets, included in other assets
|
$
|
6,540
|
|
|
$
|
6,534
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
||||||
(Dollars in thousands)
|
Before-Tax
Amount
|
|
Income Tax
Effect
|
|
Net-of-Tax
Amount
|
||||||
Unrealized holding (losses) gains on available for sale securities:
|
|
|
|
|
|
||||||
Unrealized holding gains on available for sale securities
|
$
|
203
|
|
|
$
|
(113
|
)
|
|
$
|
90
|
|
Reclassification adjustment for (gains)losses realized in income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive gain on securities available for sale
|
203
|
|
|
(113
|
)
|
|
90
|
|
|||
Unrealized impairment (loss) on held to maturity security:
|
|
|
|
|
|
|
|
|
|||
Unrealized impairment (loss) on held to maturity security
|
(501
|
)
|
|
170
|
|
|
(331
|
)
|
|||
Unfunded pension liability:
|
|
|
|
|
|
|
|
|
|||
Changes from plan actuarial gains and losses included in other comprehensive
income
|
452
|
|
|
(181
|
)
|
|
271
|
|
|||
Reclassification adjustment for (gains) realized in income
|
(266
|
)
|
|
106
|
|
|
(160
|
)
|
|||
Other comprehensive gain from plan actuarial gains
|
186
|
|
|
(75
|
)
|
|
111
|
|
|||
Accumulated other comprehensive (loss)
|
$
|
(112
|
)
|
|
$
|
(18
|
)
|
|
$
|
(130
|
)
|
|
|
|
|
|
|
||||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|||
(Dollars in thousands)
|
Before-Tax
Amount
|
|
Income Tax
Effect
|
|
Net-of-Tax
Amount
|
||||||
Unrealized holding (losses) gains on available for sale securities:
|
|
|
|
|
|
|
|
|
|||
Unrealized holding gains on available for sale securities
|
$
|
426
|
|
|
$
|
(151
|
)
|
|
$
|
275
|
|
Reclassification adjustment for loss realized in income
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other comprehensive gain on securities available for sale
|
427
|
|
|
(151
|
)
|
|
276
|
|
|||
Unrealized impairment (loss) on held to maturity security:
|
|
|
|
|
|
|
|
|
|||
Unrealized impairment (loss) on held to maturity security
|
(501
|
)
|
|
170
|
|
|
(331
|
)
|
|||
Unfunded pension liability:
|
|
|
|
|
|
|
|
|
|||
Changes from plan actuarial gains and losses included in other comprehensive
income
|
515
|
|
|
(206
|
)
|
|
309
|
|
|||
Reclassification adjustment for (gains) realized in income
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|||
Other comprehensive gain from plan actuarial gains
|
505
|
|
|
(202
|
)
|
|
303
|
|
|||
Accumulated other comprehensive income
|
$
|
431
|
|
|
$
|
(183
|
)
|
|
$
|
248
|
|
(Dollars in thousands)
|
Unrealized
Holding (Losses)
Gains on
Available for Sale
Securities
|
|
Unrealized
Impairment Loss
On Held to
Maturity
Security
|
|
Unfunded
Pension
Liability
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Balance, January 1, 2014
|
$
|
(1,933
|
)
|
|
$
|
(331
|
)
|
|
$
|
16
|
|
|
$
|
(2,248
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,208
|
|
|
—
|
|
|
293
|
|
|
2,501
|
|
||||
Amounts reclassified from accumulated
other comprehensive income (loss)
|
1
|
|
|
—
|
|
|
(6
|
)
|
|
(5
|
)
|
||||
Other comprehensive income (loss)
|
2,209
|
|
|
—
|
|
|
287
|
|
|
2,496
|
|
||||
Balance, December 31, 2014
|
276
|
|
|
(331
|
)
|
|
303
|
|
|
248
|
|
||||
Other comprehensive income (loss) before reclassifications
|
(186
|
)
|
|
—
|
|
|
(32
|
)
|
|
(218
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
(160
|
)
|
||||
Other comprehensive (loss)
|
(186
|
)
|
|
—
|
|
|
(192
|
)
|
|
(378
|
)
|
||||
Balance, December 31, 2015
|
$
|
90
|
|
|
$
|
(331
|
)
|
|
$
|
111
|
|
|
$
|
(130
|
)
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Change in Benefit Obligation
|
|
|
|
||||
Beginning January 1
|
$
|
4,511
|
|
|
$
|
4,538
|
|
Service cost
|
267
|
|
|
262
|
|
||
Interest cost
|
183
|
|
|
199
|
|
||
Actuarial (gain) loss
|
53
|
|
|
(488
|
)
|
||
Benefits paid
|
(43
|
)
|
|
—
|
|
||
Ending December 31
|
$
|
4,971
|
|
|
$
|
4,511
|
|
|
|
|
|
||||
Amount Recognized in Consolidated Balance Sheets
|
|
|
|
||||
Liability for pension
|
$
|
4,971
|
|
|
$
|
4,511
|
|
Net actuarial gain included in accumulated other comprehensive income
|
186
|
|
|
505
|
|
||
Prior service cost included in accumulated other comprehensive income
|
—
|
|
|
—
|
|
||
Net recognized pension liability
|
$
|
5,157
|
|
|
$
|
5,016
|
|
|
|
|
|
||||
Information for pension plans with an accumulated
benefit obligation in excess of plan assets
|
|
|
|
||||
Projected benefit obligation
|
$
|
4,971
|
|
|
$
|
4,511
|
|
Accumulated benefit obligation
|
4,699
|
|
|
4,092
|
|
Components of Net Periodic Benefit Cost
|
2015
|
|
2014
|
||||
Service cost
|
$
|
267
|
|
|
$
|
262
|
|
Interest cost
|
183
|
|
|
199
|
|
||
Amortization of prior service cost
|
—
|
|
|
—
|
|
||
Recognized net actuarial gain
|
(266
|
)
|
|
(10
|
)
|
||
Net periodic benefit expense
|
$
|
184
|
|
|
$
|
451
|
|
Weighted-Average Assumptions, December 31
|
2015
|
|
2014
|
||
Discount Rate
|
4.0
|
%
|
|
4.9
|
%
|
Salary Scale
|
4.0
|
%
|
|
4.0
|
%
|
|
Projected Annual Benefit Payments*
|
||||
(Dollars in thousands)
|
2016
|
|
$
|
1,368
|
|
|
2017
|
|
$
|
4,245
|
|
|
2018
|
|
$
|
—
|
|
|
2019
|
|
$
|
—
|
|
|
2020
|
|
$
|
—
|
|
|
2021-2025
|
|
$
|
—
|
|
Stock
Options
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2014
|
|
259,747
|
|
|
$
|
7.99
|
|
|
|
|
|
||
Granted
|
|
12,899
|
|
|
10.00
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(8,711
|
)
|
|
11.62
|
|
|
|
|
|
|||
Expired
|
|
(17,055
|
)
|
|
10.44
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
|
246,880
|
|
|
7.80
|
|
|
5.3
|
|
$
|
607,000
|
|
|
Granted
|
|
13,892
|
|
|
10.10
|
|
|
|
|
|
|
||
Exercised
|
|
(43,639
|
)
|
|
6.68
|
|
|
|
|
|
|
||
Forfeited
|
|
(27,788
|
)
|
|
10.55
|
|
|
|
|
|
|
||
Expired
|
|
(11,751
|
)
|
|
11.89
|
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
|
177,594
|
|
|
$
|
7.41
|
|
|
5.2
|
|
$
|
861,000
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2015
|
|
143,942
|
|
|
$
|
8.80
|
|
|
4.7
|
|
$
|
707,000
|
|
|
Outstanding Options
|
|
Exercisable Options
|
||||||||||||||
Exercise Price Range
|
Number
|
|
Average
Life in
Years
|
|
Average
Exercise
Price
|
|
Number
|
|
Average
Life in
Years
|
|
Average
Exercise
Price
|
||||||
$5.92 to $6.21
|
59,845
|
|
|
5.8
|
|
$
|
5.59
|
|
|
47,876
|
|
|
5.8
|
|
$
|
6.15
|
|
$6.79 to $10.75
|
84,801
|
|
|
4.9
|
|
$
|
7.37
|
|
|
75,024
|
|
|
4.6
|
|
$
|
8.05
|
|
$11.51 to $13.77
|
32,948
|
|
|
4.9
|
|
$
|
10.85
|
|
|
21,042
|
|
|
2.8
|
|
$
|
12.95
|
|
|
177,594
|
|
|
5.2
|
|
$
|
7.41
|
|
|
143,942
|
|
|
4.7
|
|
$
|
8.80
|
|
|
2015
|
|
2014
|
||||
Fair value of options granted
|
$
|
3.86
|
|
|
$
|
4.75
|
|
Risk-free rate of return
|
1.99
|
%
|
|
1.65
|
%
|
||
Expected option life in years
|
7
|
|
|
7
|
|
||
Expected volatility
|
30.66
|
%
|
|
38.01
|
%
|
||
Expected dividends
(1)
|
—
|
|
|
—
|
|
Non-vested Shares
|
|
Number of
Shares
|
|
Average
Grant-Date
Fair Value
|
|||
January 1, 2014
|
|
150,480
|
|
|
$
|
5.98
|
|
Granted
|
|
70,450
|
|
|
10.17
|
|
|
Vested
|
|
(72,296
|
)
|
|
7.01
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2014
|
|
148,634
|
|
|
7.16
|
|
|
Granted
|
|
70,515
|
|
|
10.66
|
|
|
Vested
|
|
(60,930
|
)
|
|
8.99
|
|
|
Forfeited
|
|
(14,340
|
)
|
|
8.61
|
|
|
Non-vested at December 31, 2015
|
|
143,879
|
|
|
$
|
8.32
|
|
(Dollars in thousands)
|
2016
|
|
$
|
1,255
|
|
|
2017
|
|
1,074
|
|
|
|
2018
|
|
901
|
|
|
|
2019
|
|
713
|
|
|
|
2020
|
|
508
|
|
|
|
Thereafter
|
|
2,050
|
|
|
|
|
|
$
|
6,501
|
|
(Dollars in thousands)
|
2015
|
|
2014
|
||||
Marketing
|
$
|
282
|
|
|
$
|
197
|
|
Equipment
|
839
|
|
|
870
|
|
||
Telephone
|
449
|
|
|
422
|
|
||
Regulatory, professional and other consulting fees
|
1,681
|
|
|
1,360
|
|
||
Amortization of intangible assets
|
428
|
|
|
456
|
|
||
Other expenses
|
1,970
|
|
|
1,814
|
|
||
|
$
|
5,649
|
|
|
$
|
5,119
|
|
|
|
|
|
|
|
|
|
|
To Be Well Capitalized
Under Prompt
|
|||||||||
|
|
|
|
|
For Capital
|
|
Corrective
|
|||||||||||
(Dollars in thousands)
|
Actual
|
|
Adequacy Purposes
|
|
Action Provisions
|
|||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common equity Tier 1 (CET1)
|
$
|
83,994
|
|
|
10.03
|
%
|
|
$
|
37,628
|
|
|
>4.5%
|
|
N/A
|
|
|
N/A
|
|
Total Capital to Risk Weighted Assets
|
$
|
109,554
|
|
|
13.08
|
%
|
|
$
|
66,894
|
|
|
>8%
|
|
N/A
|
|
|
N/A
|
|
Tier I Capital to Risk Weighted Assets
|
101,994
|
|
|
12.18
|
%
|
|
50,170
|
|
|
>6%
|
|
N/A
|
|
|
N/A
|
|||
Tier I Capital to Average Assets
|
101,994
|
|
|
10.80
|
%
|
|
37,765
|
|
|
>4%
|
|
N/A
|
|
|
N/A
|
|||
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common equity Tier 1 (CET1)
|
$
|
99,631
|
|
|
11.90
|
%
|
|
$
|
37,628
|
|
|
>4.5%
|
|
$
|
54,431
|
|
|
≥6.5%
|
Total Capital to Risk Weighted Assets
|
$
|
107,191
|
|
|
12.80
|
%
|
|
$
|
66,894
|
|
|
>8%
|
|
$
|
83,739
|
|
|
≥10%
|
Tier I Capital to Risk Weighted Assets
|
99,631
|
|
|
11.90
|
%
|
|
50,170
|
|
|
>6%
|
|
66,991
|
|
|
≥8%
|
|||
Tier I Capital to Average Assets (Leverage)
|
99,631
|
|
|
10.55
|
%
|
|
37,765
|
|
|
>4%
|
|
47,211
|
|
|
>5%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Capital to Risk Weighted Assets
|
$
|
98,309
|
|
|
12.28
|
%
|
|
$
|
64,045
|
|
|
>8%
|
|
N/A
|
|
|
N/A
|
|
Tier I Capital to Risk Weighted Assets
|
91,384
|
|
|
11.41
|
%
|
|
32,023
|
|
|
>4%
|
|
N/A
|
|
|
N/A
|
|||
Tier I Capital to Average Assets
|
91,384
|
|
|
9.53
|
%
|
|
38,348
|
|
|
>4%
|
|
N/A
|
|
|
N/A
|
|||
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Capital to Risk Weighted Assets
|
$
|
96,048
|
|
|
12.00
|
%
|
|
$
|
64,045
|
|
|
>8%
|
|
$
|
80,056
|
|
|
>10%
|
Tier I Capital to Risk Weighted Assets
|
89,123
|
|
|
11.13
|
%
|
|
32,023
|
|
|
>4%
|
|
48,034
|
|
|
>6%
|
|||
Tier I Capital to Average Assets (Leverage)
|
89,123
|
|
|
9.30
|
%
|
|
38,348
|
|
|
>4%
|
|
47,935
|
|
|
>5%
|
Level 1.
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
Level 2.
|
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.
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
|
(Dollars in thousands)
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
|
Total Fair
Value
|
||||||||
December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities and obligations of U.S. Government
sponsored corporations ("GSE") and agencies
|
$
|
—
|
|
|
$
|
5,481
|
|
|
$
|
—
|
|
|
$
|
5,481
|
|
Residential collateralized mortgage obligations - GSE
|
—
|
|
|
8,287
|
|
|
—
|
|
|
8,287
|
|
||||
Residential mortgage backed securities-GSE
|
—
|
|
|
32,635
|
|
|
—
|
|
|
32,635
|
|
||||
Obligations of state and political subdivisions
|
—
|
|
|
21,436
|
|
|
—
|
|
|
21,436
|
|
||||
Trust preferred debt securities - single issuer
|
—
|
|
|
2,136
|
|
|
—
|
|
|
2,136
|
|
||||
Corporate debt securities
|
14,043
|
|
|
6,379
|
|
|
—
|
|
|
20,422
|
|
||||
Other debt securities
|
—
|
|
|
971
|
|
|
54
|
|
|
1,025
|
|
||||
Restricted stock
|
—
|
|
|
3,302
|
|
|
—
|
|
|
3,302
|
|
||||
Total
|
$
|
14,043
|
|
|
80,627
|
|
|
54
|
|
|
94,724
|
|
|||
|
|
|
|
|
|
|
|
||||||||
December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury Securities and obligations of U.S Government
sponsored corporations (“GSE”) and agencies
|
$
|
—
|
|
|
$
|
1,524
|
|
|
$
|
—
|
|
|
$
|
1,524
|
|
Residential collateralized mortgage obligations - GSE
|
—
|
|
|
4,533
|
|
|
—
|
|
|
4,533
|
|
||||
Residential mortgage backed securities – GSE
|
—
|
|
|
27,771
|
|
|
—
|
|
|
27,771
|
|
||||
Obligations of state and political subdivisions
|
—
|
|
|
21,703
|
|
|
—
|
|
|
21,703
|
|
||||
Trust preferred debt securities - single issuer
|
—
|
|
|
2,069
|
|
|
—
|
|
|
2,069
|
|
||||
Corporate debt securities
|
—
|
|
|
19,521
|
|
|
—
|
|
|
19,521
|
|
||||
Other debt securities
|
—
|
|
|
1,194
|
|
|
86
|
|
|
1,280
|
|
||||
Restricted stock
|
—
|
|
|
1,760
|
|
|
—
|
|
|
1,760
|
|
||||
Total
|
$
|
—
|
|
|
80,075
|
|
|
86
|
|
|
80,161
|
|
(Dollars in thousands)
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
|
Total Fair
Value
|
||||||
December 31, 2015:
|
|
|
|
|
|
|
|
||||||
Impaired loans
|
—
|
|
|
—
|
|
|
$
|
3,960
|
|
|
$
|
3,960
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
966
|
|
|
966
|
|
||
|
|
|
|
|
|
|
|
||||||
December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
—
|
|
|
—
|
|
|
$
|
3,883
|
|
|
$
|
3,883
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
5,710
|
|
|
5,710
|
|
(Dollars in thousands)
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
|
Fair Value
Estimate
|
|
Valuation
Techniques
|
|
Unobservable
Input
|
|
Range (Weighted
Average)
|
||
December 31, 2015
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
3,960
|
|
|
Appraisal of collateral (1)
|
|
Appraisal adjustments (2)
|
|
11%-44% (29.6%)
|
Other real estate owned
|
$
|
966
|
|
|
Appraisal of collateral (1)
|
|
Appraisal adjustments (2)
|
|
11%
|
|
|
|
|
|
|
|
|
||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
$
|
3,883
|
|
|
Appraisal of collateral (1)
|
|
Appraisal adjustments (2)
|
|
8%-17% (10.66%)
|
Other real estate owned
|
$
|
5,710
|
|
|
Appraisal of collateral (1)
|
|
Appraisal adjustments (2)
|
|
0-39% (25.1%)
|
(1)
|
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs that are not identifiable.
|
(2)
|
Includes qualitative adjustments by management and estimated liquidation expenses.
|
December 31, 2015
|
|||||||||||||||||
(Dollars in thousands)
|
Carrying
Value
|
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
$
|
11,368
|
|
|
$
|
11,368
|
|
|
—
|
|
|
—
|
|
|
$
|
11,368
|
|
Securities available for sale
|
94,724
|
|
|
14,043
|
|
|
80,627
|
|
|
54
|
|
|
94,724
|
|
|||
Securities held to maturity
|
123,261
|
|
|
—
|
|
|
127,157
|
|
|
—
|
|
|
127,157
|
|
|||
Loans held for sale
|
5,997
|
|
|
—
|
|
|
6,115
|
|
|
—
|
|
|
6,115
|
|
|||
Loans, net
|
674,561
|
|
|
—
|
|
|
—
|
|
|
688,279
|
|
|
688,279
|
|
|||
Accrued interest receivable
|
2,853
|
|
|
—
|
|
|
2,853
|
|
|
—
|
|
|
2,853
|
|
|||
Deposits
|
(786,757
|
)
|
|
—
|
|
|
(786,594
|
)
|
|
—
|
|
|
(786,594
|
)
|
|||
Borrowings
|
(58,896
|
)
|
|
—
|
|
|
(59,347
|
)
|
|
—
|
|
|
(59,347
|
)
|
|||
Redeemable subordinated debentures
|
(18,557
|
)
|
|
—
|
|
|
(18,557
|
)
|
|
—
|
|
|
(18,557
|
)
|
|||
Accrued interest payable
|
(846
|
)
|
|
—
|
|
|
(846
|
)
|
|
—
|
|
|
(846
|
)
|
December 31, 2014
|
|||||||||||||||||
(Dollars in thousands)
|
Carrying
Value
|
|
Level 1
Inputs
|
|
Level 2
Inputs
|
|
Level 3
Inputs
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
$
|
14,545
|
|
|
$
|
14,545
|
|
|
—
|
|
|
—
|
|
|
$
|
14,545
|
|
Securities available for sale
|
80,161
|
|
|
—
|
|
|
80,075
|
|
|
86
|
|
|
80,161
|
|
|||
Securities held to maturity
|
143,638
|
|
|
—
|
|
|
148,476
|
|
|
—
|
|
|
148,476
|
|
|||
Loans held for sale
|
8,372
|
|
|
—
|
|
|
8,500
|
|
|
—
|
|
|
8,500
|
|
|||
Loans, net
|
647,372
|
|
|
—
|
|
|
—
|
|
|
656,153
|
|
|
656,153
|
|
|||
Accrued interest receivable
|
3,096
|
|
|
—
|
|
|
3,096
|
|
|
—
|
|
|
3,096
|
|
|||
Deposits
|
(817,761
|
)
|
|
—
|
|
|
(818,265
|
)
|
|
—
|
|
|
(818,265
|
)
|
|||
Borrowings
|
(25,107
|
)
|
|
—
|
|
|
(25,838
|
)
|
|
—
|
|
|
(25,838
|
)
|
|||
Redeemable subordinated debentures
|
(18,557
|
)
|
|
—
|
|
|
(18,557
|
)
|
|
—
|
|
|
(18,557
|
)
|
|||
Accrued interest payable
|
(907
|
)
|
|
—
|
|
|
(907
|
)
|
|
—
|
|
|
(907
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
:
|
|
|
|
||||
Cash
|
$
|
77
|
|
|
$
|
66
|
|
Investment securities available for sale, at fair value
|
557
|
|
|
557
|
|
||
Investment in subsidiaries
|
111,597
|
|
|
102,848
|
|
||
Other assets
|
2,286
|
|
|
2,196
|
|
||
Total Assets
|
$
|
114,517
|
|
|
$
|
105,667
|
|
|
|
|
|
||||
Liabilities And Shareholders’ Equity
|
|
|
|
||||
Subordinated debentures
|
$
|
18,557
|
|
|
$
|
18,557
|
|
Shareholders’ equity
|
95,960
|
|
|
87,110
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
114,517
|
|
|
$
|
105,667
|
|
|
Year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Income:
|
|
|
|
||||
Interest
|
$
|
11
|
|
|
$
|
11
|
|
Total Income
|
11
|
|
|
11
|
|
||
|
|
|
|
||||
Expense:
|
|
|
|
||||
Interest
|
366
|
|
|
355
|
|
||
Total Expense
|
366
|
|
|
355
|
|
||
|
|
|
|
||||
Loss before income taxes and equity in undistributed income of subsidiaries
|
(354
|
)
|
|
(344
|
)
|
||
Federal income tax benefit
|
(121
|
)
|
|
(117
|
)
|
||
|
|
|
|
||||
Loss before equity in undistributed income of subsidiaries
|
(233
|
)
|
|
(227
|
)
|
||
Equity in undistributed income of subsidiaries
|
8,897
|
|
|
4,583
|
|
||
Net Income
|
8,664
|
|
|
4,356
|
|
||
Equity in other comprehensive (loss) income of subsidiaries
|
(378
|
)
|
|
2,496
|
|
||
Comprehensive Income
|
$
|
8,286
|
|
|
$
|
6,852
|
|
|
Year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
8,664
|
|
|
$
|
4,356
|
|
Adjustments:
|
|
|
|
||||
(Increase) decrease in other assets
|
(92
|
)
|
|
27
|
|
||
Equity in undistributed income of subsidiaries
|
(8,897
|
)
|
|
(4,583
|
)
|
||
Net cash used in operating activities
|
(325
|
)
|
|
(200
|
)
|
||
|
|
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
||||
Investment in subsidiary
|
(186
|
)
|
|
(460
|
)
|
||
Net cash used in investing activities
|
(186
|
)
|
|
(460
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Issuance of common stock, net
|
550
|
|
|
815
|
|
||
Purchase of treasury stock, net
|
(28
|
)
|
|
(144
|
)
|
||
Net cash provided by financing activities
|
522
|
|
|
671
|
|
||
|
|
|
|
||||
Net increase in cash
|
11
|
|
|
11
|
|
||
Cash at beginning of year
|
66
|
|
|
55
|
|
||
Cash at end of year
|
$
|
77
|
|
|
$
|
66
|
|
(Dollars in thousands, except per share data)
|
2015
|
||||||||||||||
|
Dec. 31
|
|
Sept. 30
|
|
June 30
|
|
March 31
|
||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
$
|
9,861
|
|
|
$
|
10,832
|
|
|
$
|
10,565
|
|
|
$
|
9,687
|
|
Interest expense
|
1,170
|
|
|
1,169
|
|
|
1,153
|
|
|
1,144
|
|
||||
Net interest income
|
8,691
|
|
|
9,663
|
|
|
9,412
|
|
|
8,543
|
|
||||
Provision for loan losses
|
500
|
|
|
100
|
|
|
—
|
|
|
500
|
|
||||
Net interest income after provision
|
|
|
|
|
|
|
|
||||||||
for loan losses
|
8,191
|
|
|
9,563
|
|
|
9,412
|
|
|
8,043
|
|
||||
Non-interest income
|
1,620
|
|
|
1,427
|
|
|
1,988
|
|
|
2,237
|
|
||||
Non-interest expense
|
7,437
|
|
|
7,380
|
|
|
7,973
|
|
|
6,965
|
|
||||
Income before income taxes
|
2,374
|
|
|
3,610
|
|
|
3,427
|
|
|
3,315
|
|
||||
Income taxes
|
747
|
|
|
1,148
|
|
|
1,112
|
|
|
1,055
|
|
||||
Net income
|
$
|
1,627
|
|
|
$
|
2,462
|
|
|
$
|
2,315
|
|
|
$
|
2,260
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share (1):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.31
|
|
|
$
|
0.30
|
|
|
$
|
0.29
|
|
Diluted
|
$
|
0.20
|
|
|
$
|
0.30
|
|
|
$
|
0.29
|
|
|
$
|
0.28
|
|
(1)
|
The sum of quarterly income per basic and diluted common share does not equal net income per basic and diluted common share for the year ended
December 31, 2015
due to differences in the computation of weighted average basic and diluted common shares on a quarterly and annual basis.
|
(Dollars in thousands, except per share data)
|
2014
|
||||||||||||||
|
Dec. 31
|
|
Sept. 30
|
|
June 30
|
|
March 31
|
||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
$
|
9,668
|
|
|
$
|
10,133
|
|
|
$
|
9,564
|
|
|
$
|
7,996
|
|
Interest expense
|
1,187
|
|
|
1,186
|
|
|
1,186
|
|
|
1,099
|
|
||||
Net interest income
|
8,481
|
|
|
8,947
|
|
|
8,378
|
|
|
6,897
|
|
||||
Provision for loan losses
|
500
|
|
|
650
|
|
|
4,100
|
|
|
500
|
|
||||
Net interest income after provision
|
|
|
|
|
|
|
|
||||||||
For loan losses
|
7,981
|
|
|
8,297
|
|
|
4,278
|
|
|
6,397
|
|
||||
Non-interest income
|
1,670
|
|
|
1,916
|
|
|
1,413
|
|
|
1,815
|
|
||||
Non-interest expense
|
6,797
|
|
|
7,158
|
|
|
6,859
|
|
|
7,524
|
|
||||
Income before income taxes
|
2,854
|
|
|
3,055
|
|
|
(1,168
|
)
|
|
688
|
|
||||
Income taxes
|
838
|
|
|
917
|
|
|
(728
|
)
|
|
46
|
|
||||
Net income (loss)
|
$
|
2,016
|
|
|
$
|
2,138
|
|
|
$
|
(440
|
)
|
|
$
|
642
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share :
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.26
|
|
|
$
|
0.27
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.09
|
|
Diluted
|
$
|
0.25
|
|
|
$
|
0.27
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$
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(0.06
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)
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$
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0.09
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1st CONSTITUTION BANCORP
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Date: March 22, 2016
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By:
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/s/ ROBERT F. MANGANO
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Robert F. Mangano
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President and Chief Executive Officer
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(Principal Executive Officer)
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Signature
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Capacity
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Date
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/s/ ROBERT F. MANGANO
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President, Chief Executive Officer and Director
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March 22, 2016
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Robert F. Mangano
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(Principal Executive Officer)
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/s/ CHARLES S. CROW, III
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Chairman of the Board
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March 22, 2016
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Charles S. Crow, III
/s/ WILLIAM M. RUE
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Director
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March 22, 2016
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William M. Rue
/s/ FRANK E. WALSH, III
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Director
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March 22, 2016
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Frank E. Walsh, III
/s/ JOHN P. COSTAS
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Director
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March 22, 2016
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John P. Costas
/s/ STEPHEN J. GILHOOLY
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Senior Vice President, Treasurer and Chief Financial Officer
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March 22, 2016
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Stephen J. Gilhooly
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(Principal Financial Officer)
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Exhibit No.
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Description
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3
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(i)(A)
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Certificate of Incorporation of the Company (conformed copy) (incorporated by reference to Exhibit 3(i)(A) to the Company’s Form 10-K (SEC File No. 000-32891) filed with the SEC on March 27, 2009)
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3
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(i)(B)
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Certificate of Amendment to the Certificate of Incorporation increasing the number of shares designated as Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on December 23, 2008)
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3
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(i)(C)
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Certificate of Amendment to the Certificate of Incorporation establishing the terms of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on December 23, 2008)
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3
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(ii)(A)
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By-laws, as amended, of the Company (conformed copy) (incorporated by reference to Exhibit 3(ii)(A) to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on October 22, 2007)
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4.1
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Specimen Share of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-KSB (SEC File No. 000-32891) filed with the SEC on March 22, 2002)
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4.2
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Warrant, dated November 23, 2011, to purchase shares of the Company’s common stock (incorporated by reference to Exhibit 4.5 to the Company’s Form 10-K filed with the SEC on March 22, 2013)
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4.3
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Warrant, dated November 23, 2011, to purchase shares of the Company’s common stock (incorporated by reference to Exhibit 4.6 to the Company’s Form 10-K filed with the SEC on March 22, 2013)
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10.1
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#
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1st Constitution Bancorp Supplemental Executive Retirement Plan, dated as of October 1, 2002 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-QSB (SEC File No. 000-32891) filed with the SEC on November 13, 2002)
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10.2
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#
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Amended and Restated 1st Constitution Bancorp Directors’ Insurance Plan, effective as of June 16, 2005 (incorporated by reference to Exhibit No. 10 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on March 24, 2006)
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10.3
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#
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1st Constitution Bancorp Form of Executive Life Insurance Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-QSB (SEC File No. 000-32891) filed with the SEC on November 13, 2002)
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10.4
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#
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Amendment No. 1 to 1st Constitution Bancorp Supplemental Executive Retirement Plan, effective January 1, 2004 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 11, 2004)
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10.5
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#
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The 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Appendix A of the Company's proxy statement (SEC File No. 000-32891) filed with the SEC on April 15, 2005)
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10.6
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#
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Form of Restricted Stock Agreement under the 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 8, 2005)
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10.7
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#
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Form of Nonqualified Stock Option Agreement under the 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 8, 2005)
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10.8
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#
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Form of Incentive Stock Option Agreement under the 1st Constitution Bancorp 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-Q (SEC File No. 000-32891) filed with the SEC on August 8, 2005)
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10.9
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Amended and Restated Declaration of Trust of 1st Constitution Capital Trust II, dated as of June 15, 2006, among 1st Constitution Bancorp, as sponsor, the Delaware and institutional trustee named therein, and the administrators named therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on June 16, 2006)
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10.10
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Indenture, dated as of June 15, 2006, between 1st Constitution Bancorp, as issuer, and the trustee named therein, relating to the Floating Rate Junior Subordinated Debt Securities due 2036 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on June 16, 2006)
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10.11
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Guarantee Agreement, dated as of June 15, 2006, between 1st Constitution Bancorp and the guarantee trustee named therein (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on June 16, 2006)
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10.12
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#
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Amendment No. 2 to 1st Constitution Bancorp Supplemental Executive Retirement Plan, effective as of December 31, 2004 (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K (SEC File No. 000-32891) filed with the SEC on April 15, 2008)
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10.13
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#
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1st Constitution Bancorp 2005 Supplemental Executive Retirement Plan, effective as of January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on December 28, 2006)
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10.14
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#
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Amended and Restated Employment Agreement between the Company and Robert F. Mangano dated as of July 1, 2010 (incorporated by reference to Exhibit 10 to the Company’s Form 8-K (SEC File No. 000-32891) filed with the SEC on July 14, 2010)
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10.15
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#
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1st Constitution Bancorp 2013 Equity Incentive Plan (incorporated by reference to the Company's proxy statement filed with the SEC on April 11, 2013)
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10.16
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#*
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Form of Restricted Stock Agreement under the 1st Constitution Bancorp 2013 Equity Incentive Plan
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10.17
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#*
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Form of Incentive Stock Option Agreement under the 1st Constitution Bancorp 2013 Equity Incentive Plan
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10.18
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Agreement and Plan of Merger, dated as of August 14, 2013, by and between the Company, 1st Constitution Bank and Rumson-Fair Haven Bank & Trust Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on August 15, 2013)
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10.19
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First Amendment to Agreement and Plan of Merger, dated September 19, 2013, by and among the Company, 1st Constitution Bank and Rumson-Fair Haven Bank & Trust Company (incorporated by reference to Exhibit 2.2 to the Company’s Form 10-Q filed with the SEC on November 12, 2013)
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10.20
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#
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Letter Agreement, dated January 31, 2014, between 1st Constitution Bank and Stephen J. Gilhooly (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 1, 2014)
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10.21
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#
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Amendment to the Amended and Restated Employment Agreement, dated April 4, 2014, between 1st Constitution Bancorp and Robert F. Mangano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 8, 2014)
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10.22
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#
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1st Constitution Bancorp 2015 Directors Stock Plan (incorporated by reference to Appendix A to the Company's proxy statement on Schedule 14A for it annual meeting of shareholders held on May 21, 2015 (SEC File No. 000-32891) filed with the SEC on April 14, 2015)
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21
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*
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Subsidiaries of the Company
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23.1
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*
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Consent of BDO USA, LLP as Independent Registered Public Accounting Firm
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31.1
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*
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Certification of the principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
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31.2
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*
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Certification of the principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
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32
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*
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer and the principal financial officer of the Company
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101.INS
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*
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XBRL Instance Document
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101.SCH
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*
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XBRL Taxonomy Extension Schema Document
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101.CAL
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*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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*
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XBRL Taxonomy Extension Presentation Linkbase Document
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_____
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by surrender of shares of the Company’s common stock with a value of $_____ represented by certificate number_____, duly endorsed for transfer to the Company with signature guaranteed, which may be (i) shares which were received by me upon exercise of one or more incentive stock options, but only if such shares had been held by me for a least the greater of (A) two years from the date the incentive stock options were granted or (B) one year after the transfer of shares to me, (ii) shares which were received by me upon exercise of one or more nonqualified stock options, but only if such shares had been held by me for at least six months, or (iii) shares which were received by me upon the vesting of one or more shares of restricted stock of the Company, but only if and to the extent that such shares had been held by me for at least six months after vesting.
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Name of Subsidiary
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Other Names Under Which
Subsidiary Conducts Business
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State or Other Jurisdiction of
Incorporation or Organization
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1st Constitution Bank
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N/A
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New Jersey
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1st Constitution Capital Trust II
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N/A
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Delaware
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1st Constitution Investment Company of New Jersey, Inc.
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N/A
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New Jersey
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FCB Assets Holdings, Inc.
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N/A
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New Jersey
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204 South Newman Street Corp.
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N/A
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New Jersey
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249 New York Avenue LLC
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N/A
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New Jersey
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1.
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I have reviewed this annual report on Form 10-K of 1
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Constitution Bancorp;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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1.
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I have reviewed this annual report on Form 10-K of 1
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Constitution Bancorp;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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