Overview



The following discussion and analysis is intended to provide information about
the financial condition and results of operations of the Company and its
subsidiaries on a consolidated basis and should be read in conjunction with the
consolidated financial statements and the related notes and supplemental
financial information appearing elsewhere in this report.

The Company, which was incorporated in 1999, is the parent holding company for
1st Constitution Bank, a commercial bank formed in 1989 that provides a wide
range of financial services to consumers, businesses and government entities.
The Bank's branch network primarily serves Central New Jersey and offers
consumer and business banking products delivered through a network of
well-trained staff dedicated to a positive client experience and enhancing
shareholder value. Much of the Company's lending activity is in Northern and
Central New Jersey and the New York metropolitan area. For purposes of the
discussion below, 1st Constitution Capital Trust II (Trust II), a subsidiary of
the Company, is not included in the Company's consolidated financial statements
as it is a variable interest entity and the Company is not the primary
beneficiary.

On November 8, 2019, the Company completed the merger of Shore with and into the Bank. The Shore Merger contributed approximately $284.2 million in assets, approximately $209.6 million in loans, and approximately $249.8 million in deposits.

On April 11, 2018, the Company completed the merger of NJCB with and into the Bank. The NJCB Merger contributed approximately $95 million in assets, approximately $75 million in loans, and approximately $87 million in deposits.

Critical Accounting Policies and Estimates



Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America ("U.S. GAAP"). The preparation of these
financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses. Note
1 to the Company's Consolidated Financial Statements for the years ended
December 31, 2019 and 2018 contains a summary of the Company's significant
accounting policies.

Management believes that the Company's policies with respect to the
methodologies for the determination of the allowance for loan losses and for
determining other-than-temporary security impairment involve a higher degree of
complexity and requires management to make difficult and subjective judgments,
which often require assumptions or estimates about highly uncertain matters.
Changes in these judgments, assumptions or estimates could materially impact
results of operations. These critical policies and their application are
periodically reviewed with the Audit Committee and the Board of Directors.

The provision for loan losses is based upon management's evaluation of the
adequacy of the allowance, including an assessment of known and inherent risks
in the portfolio, after giving consideration to the size and composition of the
loan portfolio, actual loan loss experience, level of delinquencies, detailed
analysis of individual loans for which full collectability may not be assured,
the existence and estimated net realizable value of any underlying collateral
and guarantees securing the loans and current economic and market conditions.
Although management uses the best information available, the level of the
allowance for loan

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losses remains an estimate, which is subject to significant judgment and
short-term change. Various regulatory agencies, as an integral part of their
examination process, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to make additional provisions for
loan losses based upon information available to them at the time of their
examination. Furthermore, the majority of the Company's loans are secured by
real estate in the State of New Jersey. Accordingly, the collectability of a
substantial portion of the carrying value of the Company's loan portfolio is
susceptible to changes in local market conditions and may be adversely affected
in the event that real estate values decline or the Company's primary market
area of northern and central New Jersey and the New York City metropolitan area
experiences adverse economic conditions. Future adjustments to the allowance for
loan losses may be necessary due to economic, operating, regulatory and other
conditions beyond the Company's control.

Real estate acquired through foreclosure, or a deed-in-lieu of foreclosure, is
recorded at fair value less estimated selling costs at the date of acquisition
or transfer and, subsequently, fair value less estimated selling
costs. Adjustments to the carrying value at the date of acquisition or transfer
are charged to the allowance for loan losses. The carrying value of the
individual properties is subsequently adjusted to estimated fair value less
estimated selling costs, at which time a provision for losses on such real
estate is charged to operations if it is lower. Appraisals are critical in
determining the fair value of the other real estate owned ("OREO")
amount. Assumptions for appraisals are instrumental in determining the value of
properties. Overly optimistic assumptions or negative changes to assumptions
could significantly affect the valuation of a property. The assumptions
supporting such appraisals are carefully reviewed by management to determine
that the resulting values reasonably reflect amounts realizable.

Debt securities are classified as held to maturity and carried at amortized cost
when management has the positive intent and ability to hold them to maturity.
Debt securities are classified as available for sale when they might be sold
before maturity due to changes in interest rates, prepayment risk, liquidity or
other factors. Securities available for sale are carried at fair value, with
unrealized holding gains and losses reported in other comprehensive income, net
of tax.

Management utilizes various inputs to determine the fair value of its investment
portfolio. To the extent they exist, unadjusted quoted market prices in active
markets for identical investments (level 1) or quoted prices on similar assets
(level 2) are utilized to determine the fair value of each investment in the
portfolio. In the absence of quoted prices, valuation techniques would be used
to determine fair value of any investments that require inputs that are both
significant to the fair value measurement and unobservable (level 3). Valuation
techniques are based on various assumptions, including, but not limited to, cash
flows, discount rates, rate of return, adjustments for nonperformance and
liquidity and liquidation values. A significant degree of judgment is involved
in valuing investments using level 3 inputs. The use of different assumptions
could have a positive or negative effect on the Company's consolidated financial
condition or results of operations.

Securities are evaluated on at least a quarterly basis to determine whether a
decline in fair value is other-than-temporary. To determine whether a decline in
value is other-than-temporary, management considers the reasons underlying the
decline, including, but not limited to, the length of time an investment's book
value is greater than fair value, the extent and duration of the decline and the
near-term prospects of the issuer as well as any credit deterioration of the
investment. If the decline in value of an investment is deemed to be
other-than-temporary, the entire difference between amortized cost and fair
value is recognized as impairment through earnings.

The Company records income taxes using the asset and liability method.
Accordingly, deferred tax assets and liabilities are recognized for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns; are attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases; and are measured using enacted tax rates expected to apply
in the years when those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income tax expense in the period of enactment.

Deferred tax assets are recorded on the consolidated balance sheet at net
realizable value. The Company periodically performs an assessment to evaluate
the amount of deferred tax assets that it is more likely than not to realize.
Realization of deferred tax assets is dependent upon the amount of taxable
income expected in future periods as tax benefits require taxable income to be
realized. If a valuation allowance is required, the deferred tax asset on the
consolidated balance sheet is reduced via a corresponding income tax expense in
the consolidated statement of income.


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Earnings Summary

2019 compared to 2018

The Company reported net income of $13.6 million for the year ended December 31,
2019 compared to net income of $12.0 million for the year ended December 31,
2018. Diluted earnings per share were $1.53 for the year ended December 31, 2019
compared to diluted earnings per share of $1.40 for the year ended December 31,
2018. For the year ended December 31, 2019, net income increased $1.6 million,
or 13.2%, and net income per diluted share increased $0.13.

On November 8, 2019, the Company completed the Shore Merger. As a result of the
Shore Merger, merger-related expenses of $1.7 million were incurred and the
after-tax effect of the merger-related expenses reduced net income for the year
ended December 31, 2019 by $1.3 million. The acquisition method of accounting
for the business combination resulted in the recognition of goodwill of $23.2
million. A core deposit intangible of $1.5 million and a credit risk discount of
$3.6 million applicable to loans were also recorded.

Adjusted net income, which excludes the after-tax effect of merger-related
expenses, for the year ended December 31, 2019 was $15.0 million, or $1.68 per
diluted share, compared to adjusted net income of $13.4 million, or $1.56 per
diluted share, for the year ended December 31, 2018. Adjusted net income for
2019 increased $1.6 million or 12.0% compared to adjusted net income for 2018.
The increase was due primarily to an increase of $3.9 million in net interest
income and an increase of $319,000 in non-interest income, which was partially
offset by an increase of $450,000 in the provision for loan losses and an
increase of $1.5 million in non-interest expense. The Shore Merger, excluding
merger-related expenses, contributed $682,000 to the net income and adjusted net
income for the year ended December 31, 2019.

Return on average total assets ("ROAA") and return on average shareholders'
equity ("ROAE") were 1.06% and 9.87%, respectively, for the year ended
December 31, 2019 compared to 1.06% and 10.11%, respectively, for the year ended
December 31, 2018. Excluding the merger-related expenses, ROAA and ROAE were
1.17% and 10.84%, respectively, for the year ended December 31, 2019 compared to
1.17% and 11.21%, respectively, for the year ended December 31, 2018.


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Adjusted net income, adjusted net income per diluted share, adjusted ROAA and
adjusted ROAE are non-GAAP financial measures. Each of these non-GAAP financial
measures is the same as the corresponding GAAP measure, except that it excludes
the after-tax effect of merger-related expenses from the Shore Merger in 2019
and the NJCB Merger in 2018. These non-GAAP financial measures should be
considered in addition to, but not as a substitute for, the Company's GAAP
financial results. Management believes that the presentation of these non-GAAP
financial measures of the Company may be helpful to readers in understanding the
Company's financial performance when comparing the Company's financial
statements for the years ended December 31, 2019 and 2018 because these non-GAAP
financial measures present the Company's financial performance excluding the
financial impact of the merger-related expenses related to the Shore Merger in
2019 and the NJCB Merger in 2018.

The table below shows the major components of net income for the years ended December 31, 2019 and 2018 and a reconciliation of the non-GAAP measures to reported net income discussed above.


                                                                             Change in
(Dollars in thousands)                      2019            2018            $          %
Net interest income                     $    47,336     $    43,432     $ 3,904       9.0  %
Provision for loan losses                     1,350             900         450      50.0  %
Non-interest income                           8,237           7,918         319       4.0  %
Non-interest expense                         35,549          34,085       1,464       4.3  %
Net income before income taxes               18,674          16,365       2,309      14.1  %
Income taxes                                  5,040           4,317         723      16.7  %
Net income                                   13,634          12,048       1,586      13.2  %
Adjustments:
 Revaluation of deferred tax assets               -             (28 )        28      N.M.
 Merger-related expenses                      1,730           2,141        (411 )   (19.2 )%
Gain from bargain purchase                        -            (230 )       230      N.M.
 Income tax effect of adjustments              (394 )          (568 )       174     (30.6 )%
Total adjustments                             1,336           1,315          21      1.60  %
Adjusted net income                     $    14,970     $    13,363     $ 1,607      12.0  %

Earnings per common share:
 Basic, as reported                     $      1.54     $      1.45     $  0.09       6.2  %
 Adjustments                                   0.15            0.16       (0.01 )    (6.3 )%
 Basic, as adjusted                     $      1.69     $      1.61     $  0.08       5.0  %

 Diluted, as reported                   $      1.53            1.40     $  0.13       9.3  %
 Adjustments                                   0.15            0.16       (0.01 )    (6.3 )%
 Diluted, as adjusted                   $      1.68     $      1.56     $  0.12       7.7  %

Return on average total assets:
As reported                                    1.06 %          1.06 %

Adjusted net income                     $    14,970     $    13,363
Average assets                            1,283,302       1,137,768
As adjusted                                    1.17 %          1.17 %
Return on average shareholders' equity:
As reported                                    9.87 %         10.11 %

Adjusted net income                     $    14,970     $    13,363
Average shareholders' equity                138,101         119,212
As adjusted                                   10.84 %         11.21 %






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2018 compared to 2017



The Company reported net income of $12.0 million for the year ended December 31,
2018 compared to net income of $6.9 million for the year ended December 31,
2017. Diluted earnings per share were $1.40 for the year ended December 31, 2018
compared to diluted earnings per share of $0.83 for the year ended December 31,
2017. For the year ended December 31, 2018, net income increased $5.1 million,
or 73.9%, and net income per diluted share increased $0.57.

On April 11, 2018, the Company completed the merger of NJCB with and into the
Bank. As a result of the NJCB merger, merger-related expenses of $2.1 million
were incurred and the after-tax effect of the merger expenses reduced net income
for the year ended December 31, 2018 by $1.6 million. The acquisition method of
accounting for the business combination resulted in the recognition of a gain
from the bargain purchase of $230,000 and no goodwill. For the year ended
December 31, 2017, the Company recorded $265,000 in merger-related expenses. As
a result of the enactment of the Tax Cuts and Jobs Act ("Tax Act") on December
22, 2017, which reduced the maximum federal corporate income tax rate from 35%
to 21% beginning in 2018, the Company revalued its net deferred tax assets to
reflect the lower federal corporate income tax rate that would be in effect in
future years which resulted in an additional $1.7 million of income tax expense
due to the revaluation of the Company's deferred tax assets.

Excluding the gain from bargain purchase, the merger-related expenses and the
additional income tax expense, adjusted net income for the year ended December
31, 2018 was $13.4 million, or $1.56 per diluted share, compared to adjusted net
income of $8.8 million, or $1.06 per diluted share, for the year ended December
31, 2017. Adjusted net income for 2018 increased $4.5 million or 51.4% compared
to adjusted net income for 2017. The increase was due primarily to an increase
of $7.3 million in net interest income, which was partially offset by an
increase of $300,000 in the provision for loan losses, an increase of $3.1
million in non-interest expense and a decrease of $322,000 in non-interest
income. The NJCB Merger contributed $960,000 to the net income and adjusted net
income for the year ended December 31, 2018.

ROAA and ROAE were 1.06% and 10.11%, respectively, for the year ended
December 31, 2018 compared to 0.67% and 6.36%, respectively, for the year ended
December 31, 2017. Excluding the gain from bargain purchase, the merger-related
expenses and the additional income tax expense, ROAA and ROAE were 1.17% and
11.21%, respectively, for the year ended December 31, 2018 compared to 0.86% and
8.10%, respectively, for the year ended December 31, 2017.




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The table below shows the major components of net income for the years ended December 31, 2018 and 2017 and a reconciliation of the non-GAAP measures to reported net income discussed above.


                                                                             Change in
(Dollars in thousands)                      2018            2017            $          %
Net interest income                     $    43,432     $    36,165     $ 7,267      20.1  %
Provision (credit) for loan losses              900             600         300      50.0
Non-interest income                           7,918           8,240        (322 )    (3.9 )
Non-interest expense                         34,085          31,006       3,079       9.9
Net income before income taxes               16,365          12,799       3,566      27.9
Income taxes                                  4,317           5,871      (1,554 )   (26.5 )
Net income                                   12,048           6,928       5,120      73.9  %
Adjustments:
Revaluation of deferred tax assets              (28 )         1,712      (1,740 )    N.M.
Merger-related expenses                       2,141             265       1,876      N.M.
Gain from bargain purchase                     (230 )             -        (230 )
 Income tax effect of adjustments              (568 )           (77 )      (491 )    N.M.
Total adjustments                             1,315           1,900        (585 )    N.M.
Adjusted net income                     $    13,363     $     8,828     $ 4,535      51.4  %

Earnings per common share:
 Basic, as reported                     $      1.45     $      0.86     $  0.59      68.6  %
 Adjustments                                   0.16            0.24       (0.08 )    N.M.
 Basic, as adjusted                     $      1.61     $      1.10     $  0.51      46.4  %

 Diluted, as reported                   $      1.40            0.83     $  0.57      68.7  %
 Adjustments                                   0.16            0.23       (0.07 )    N.M.
 Diluted, as adjusted                   $      1.56     $      1.06     $  0.50      47.2  %

Return on average total assets:
As reported                                    1.06 %          0.67 %

Adjusted net income                     $    13,363     $     8,828
Average assets                            1,137,768       1,031,796
As adjusted                                    1.17 %          0.86 %
Return on average shareholders' equity:
As reported                                   10.11 %          6.36 %

Adjusted net income                     $    13,363     $     8,828
Average shareholders' equity                119,212         108,925
As adjusted                                   11.21 %          8.10 %






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Net Interest Income and Net Interest Margin



Net interest income, the Company's largest and most significant component of
operating income, is the difference between interest and fees earned on loans,
investment securities and other earning assets and interest paid on deposits and
borrowed funds. This component represented 85%, 85% and 81% of the Company's net
revenues (net interest income plus non-interest income) for the years ended
December 31, 2019, 2018 and 2017, respectively. Net interest income is
determined by the difference between the yields earned on earning assets and the
rates paid on interest-bearing liabilities ("net interest spread") and the
relative amounts of average earning assets and average interest-bearing
liabilities. The Company's net interest spread is affected by the monetary
policy of the Federal Reserve Board, and regulatory, economic and competitive
factors that influence interest rates, loan demand and deposit flows as well as
general levels of nonperforming assets.

The following table summarizes the Company's net interest income and related spread and margin for the periods indicated:


                             Years ended December 31,

(Dollars in thousands) 2019 2018 2017 Net interest income $ 47,336 $ 43,432 $ 36,165 Interest rate spread 3.65 % 3.81 % 3.58 % Net interest margin 4.00 % 4.09 % 3.81 %






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The following tables compare the Company's consolidated average balance sheets,
interest income and expense, net interest spreads and net interest margins for
the years ended December 31, 2019, 2018 and 2017 (on a fully tax-equivalent
basis). The average rates are derived by dividing interest income and expense by
the average balance of assets and liabilities, respectively.
                                                        December 31, 2019
                                                Average                     

Average


(In thousands except yield/cost information)    Balance       Interest    Yield/Cost
Assets
Interest-earning assets:
Federal funds sold/short term investments    $     8,142     $     176         2.16 %
Investment securities:
Taxable                                          163,415         4,710         2.88
Tax-exempt (1)                                    57,005         2,110         3.70
Total investment securities                      220,420         6,820         3.09
Loans: (2)
Commercial real estate                           426,929        22,129         5.11
Mortgage warehouse lines                         174,151         9,543         5.48
Construction                                     156,467        10,576         6.76
Commercial business                              121,985         7,295         5.98
Residential real estate                           56,745         2,591         4.50
Loans to individuals                              23,312         1,195         5.06
Loans held for sale                                4,280           170         3.97
All other loans                                    1,051            38         3.57
Total loans                                      964,920        53,537         5.55
Total interest-earning assets                  1,193,482        60,533         5.07 %
Non-interest-earning assets:
Allowance for loan losses                         (8,796 )
Cash and due from bank                            11,729
Other assets                                      86,887
Total non-interesting-earning assets              89,820
Total assets                                 $ 1,283,302
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Money market and NOW accounts                $   349,663     $   2,750         0.79 %
Savings accounts                                 201,738         1,952         0.97
Certificates of deposit                          286,419         6,392         2.23
Other borrowed funds                              38,594           912         2.36
Redeemable subordinated debentures                18,557           748      

4.03


Total interest-bearing liabilities               894,971        12,754         1.43 %
Non-interest-bearing liabilities:
Demand deposits                                  226,701
Other liabilities                                 23,529
Total non-interest-bearing liabilities           250,230
Shareholders' equity                             138,101

Total liabilities and shareholders' equity $ 1,283,302 Net interest spread (3)

                                                        3.65 %
Net interest income and margin (4)                           $  47,779

4.00 %




(1)  Tax-equivalent basis, using 21% federal tax rate in 2019.

(2) Loan origination fees and costs are considered an adjustment to interest

income. For the purpose of calculating loan yields, average loan balances


     include non-accrual loans with no related interest income and average
     balance of loans held for sale.


(3)  The net interest spread is the difference between the average yield on
     interest earning assets and the average rate paid on interest bearing
     liabilities.


(4)  The net interest margin is equal to net interest income divided by average
     interest earning assets.




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                                                        December 31, 2018
                                                Average                     

Average


(In thousands except yield/cost information)    Balance       Interest    Yield/Cost
Assets
Interest-earning assets:
Federal funds sold/short term investments    $    20,157     $     258         1.28 %
Investment securities:
Taxable                                          146,631         4,024         2.74
Tax-exempt (1)                                    74,477         2,518         3.38
Total investment securities                      221,108         6,542         2.96
Loans: (2)
Commercial real estate                           356,581        18,318         5.07
Mortgage warehouse lines                         153,868         8,403         5.46
Construction                                     137,976         9,090         6.59
Commercial business                              111,150         6,059         5.45
Residential real estate                           46,301         2,085         4.44
Loans to individuals                              23,155         1,083         4.61
Loans held for sale                                2,738           123         4.49
All other loans                                    1,197            41         3.38
Total loans                                      832,966        45,202         5.38
Total interest-earning assets                  1,074,231        52,002         4.81 %
Non-interest-earning assets:
Allowance for loan losses                         (8,314 )
Cash and due from bank                             5,595
Other assets                                      66,256
Total non-interesting-earning assets              63,537
Total assets                                 $ 1,137,768
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Money market and NOW accounts                $   356,906     $   1,978         0.55 %
Savings accounts                                 203,940         1,467         0.72
Certificates of deposit                          189,521         3,066         1.62
Other borrowed funds                              36,612           836         2.28
Redeemable subordinated debentures                18,557           694      

3.74


Total interest-bearing liabilities               805,536         8,041         1.00 %
Non-interest-bearing liabilities:
Demand deposits                                  204,002
Other liabilities                                  9,018
Total non-interest-bearing liabilities           213,020
Shareholders' equity                             119,212

Total liabilities and shareholders' equity $ 1,137,768 Net interest spread (3)

                                                        3.81 %
Net interest income and margin (4)                           $  43,961

4.09 %

(1) Tax-equivalent basis, using 21% federal tax rate in 2018.

(2) Loan origination fees and costs are considered an adjustment to interest

income. For the purpose of calculating loan yields, average loan balances


     include non-accrual loans with no related interest income and average
     balance of loans held for sale.


(3)  The net interest spread is the difference between the average yield on
     interest earning assets and the average rate paid on interest bearing
     liabilities.


(4)  The net interest margin is equal to net interest income divided by average
     interest earning assets.





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                                                        December 31, 2017
                                                Average                     

Average


(In thousands except yield/cost information)    Balance       Interest    Yield/Cost
Assets
Interest-earning assets:
Federal funds sold/short term investments    $    27,533     $     230         0.84 %
Investment securities:
Taxable                                          140,431         3,326         2.37
Tax-exempt (1)                                    90,186         3,167         3.51
Total investment securities                      230,617         6,493         2.82
Loans: (2)
Commercial real estate                           274,192        13,851         4.98
Mortgage warehouse lines                         160,756         6,937         4.26
Construction                                     115,913         6,780         5.77
Commercial business                               96,193         5,474         5.63
Residential real estate                           41,898         1,777         4.24
Loans to individuals                              22,171           903         4.07
Loans held for sale                                4,197           202         4.81
All other loans                                    1,690            43         2.51
Total loans                                      717,010        35,967         4.96
Total interest-earning assets                    975,160        42,690         4.33 %
Non-interest-earning assets:
Allowance for loan losses                         (7,703 )
Cash and due from bank                             5,371
Other assets                                      58,968
Total non-interesting-earning assets              56,636
Total assets                                 $ 1,031,796
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Money market and NOW accounts                $   336,445     $   1,440         0.43 %
Savings accounts                                 210,798         1,332         0.63
Certificates of deposit                          145,539         1,778         1.22
Other borrowed funds                              21,139           429         2.03
Redeemable subordinated debentures                18,557           519      

2.80


Total interest-bearing liabilities               732,478         5,498         0.75 %
Non-interest-bearing liabilities:
Demand deposits                                  183,802
Other liabilities                                  6,591
Total non-interest-bearing liabilities           190,393
Shareholders' equity                             108,925

Total liabilities and shareholders' equity $ 1,031,796 Net interest spread (3)

                                                        3.58 %
Net interest income and margin (4)                           $  37,192

3.81 %

(1) Tax-equivalent basis, using 34% federal tax rate in 2017.

(2) Loan origination fees and costs are considered an adjustment to interest

income. For the purpose of calculating loan yields, average loan balances


     include non-accrual loans with no related interest income and average
     balance of loans held for sale.


(3)  The net interest spread is the difference between the average yield on
     interest earning assets and the average rate paid on interest bearing
     liabilities.


(4)  The net interest margin is equal to net interest income divided by average
     interest earning assets.





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Changes in net interest income and net interest margin result from the
interaction between the volume and composition of interest earning assets,
interest bearing liabilities, related yields and funding costs. The effect of
volume and rate changes on net interest income (on a tax-equivalent basis) for
the periods indicated are shown below:
                                      Year ended 2019 compared with 2018    

Year ended 2018 compared with 2017


                                              Due to Change in:                              Due to Change in:
(Dollars in thousands)               Volume             Rate          Total         Volume             Rate          Total

Assets


Federal funds sold/short term
investments                      $      (154 )     $         72     $   (82 )   $       (62 )     $        90      $    28
Investment securities:
Taxable                                  461                225         686             148               550          698
Tax-exempt(1)                           (591 )              183        (408 )          (552 )             (97 )       (649 )
Total investment securities             (130 )              408         278            (404 )             453           49
Loans:
Commercial real estate                 3,564                247       3,811           4,105               362        4,467
Mortgage warehouse lines               1,108                 32       1,140            (293 )           1,759        1,466
Construction                           1,218                268       1,486           1,273             1,037        2,310
Commercial business                      591                645       1,236             842              (257 )        585
Residential real estate                  464                 42         506             187               121          308
Loans to individuals                       7                105         112              40               140          180
Loans held for sale                       69                (22 )        47             (70 )              (9 )        (79 )
Other                                     (5 )                2          (3 )           (12 )              10           (2 )
Total loans                            7,016              1,319       8,335           6,072             3,163        9,235
Total interest income            $     6,732       $      1,799     $ 8,531     $     5,606       $     3,706      $ 9,312
Liabilities
Money market and NOW accounts            (40 )              812         772              88               450          538
Savings accounts                         (16 )              501         485             (43 )             178          135
Certificates of deposit                1,568              1,758       3,326             537               751        1,288
Other borrowed funds                      45                 31          76             314                93          407
Redeemable subordinated
debentures                                 -                 54          54               -               175          175
Total interest expense                 1,557              3,156       4,713             896             1,647        2,543
Net interest income              $     5,175       $     (1,357 )   $ 3,818     $     4,710       $     2,059      $ 6,769

(1) Tax-equivalent basis, using 21% federal tax rate in 2019.






2019 compared to 2018

For the year ended December 31, 2019, the Company's net interest income, on a
fully tax-equivalent basis, increased by $3.8 million, or 8.7%, to $47.8 million
compared to $44.0 million for the year ended December 31, 2018. This increase
was due primarily to an increase in average earning assets, as well as an
increase in the average yield on earning assets, which were partially offset by
an increase in interest expense on average interest-bearing liabilities.

Average earning assets were $1.2 billion with a yield of 5.07% for 2019 compared
to average earning assets of $1.1 billion with a yield of 4.81% for 2018. The
generally higher interest rate environment during the first half of 2019
compared to 2018 had a positive effect on the yields of construction, commercial
business and home equity loans despite a decline of 75 basis points in the
Federal Reserve Board's targeted federal funds rate and the corresponding
decrease in the Prime Rate in the third and fourth quarters of 2019.

For the year ended December 31, 2019, interest income on interest earning assets
increased by $8.5 million and interest income on average loans increased by $8.3
million as the average total loans increased $132.0 million year over year,
reflecting growth in all segments of the loan portfolio. The Shore Merger
contributed approximately $33.5 million to the increase in average loans for
2019, which consisted primarily of commercial real estate loans.


                                       40
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Interest expense on average interest-bearing liabilities was $12.8 million, or
1.43%, for the year ended December 31, 2019 compared to $8.0 million, or 1.00%,
for the year ended December 31, 2018. The increase of $4.7 million in interest
expense on average interest-bearing liabilities primarily reflected higher
deposit interest rates and higher borrowing interest rates in 2019 compared to
2018.

During the year ended December 31, 2019, average interest-bearing liabilities
increased $89.4 million to $895.0 million. The change in the mix of deposits,
with the average balance of money market, NOW and savings accounts lower than,
and certificates of deposits higher than, in 2018 also increased the cost of
total deposits because certificates of deposit generally have a higher interest
cost than non-maturity deposits. The Shore Merger contributed approximately
$26.1 million to the increase in average interest-bearing liabilities for 2019.

2018 compared to 2017



For the year ended December 31, 2018, the Company's net interest income, on a
fully tax-equivalent basis, increased by $6.8 million, or 18.2%, to $44.0
million compared to $37.2 million for the year ended December 31, 2017. This
increase was due primarily to an increase in average earning assets, as well as
an increase in the average yield on earning assets, which were partially offset
by an increase in interest expense on average interest-bearing liabilities.

Average earning assets were $1.1 billion with a yield of 4.81% for 2018 compared
to average earning assets of $975.2 million with a yield of 4.33% for 2017. The
100 basis point increase in the Federal Reserve Board's targeted federal funds
rate and the corresponding increase in the Prime Rate since December of 2017 had
a positive effect on the yields of construction and warehouse loans with
variable interest rate terms. The generally higher interest rate environment in
2018 compared to 2017 also had a positive effect on the yields of commercial
real estate and residential real estate loans.

For the year ended December 31, 2018, interest income on interest earning assets
increased by $9.3 million and interest income on average loans increased by $9.2
million as the average balances of commercial real estate, construction and
commercial business loans grew by $82.4 million, $22.1 million and $15.0
million, respectively. For 2018, average loans increased $116.0 million to
$833.0 million. The NJCB Merger contributed approximately $63.0 million to the
increase in average loans for the year ended December 31, 2018, which consisted
primarily of commercial real estate loans.

Interest expense on average interest-bearing liabilities was $8.0 million, or
1.00%, for the year ended December 31, 2018 compared to $5.5 million, or 0.75%,
for the year ended December 31, 2017. The increase of $2.5 million in interest
expense on interest-bearing liabilities for 2018 compared to 2017 primarily
reflects higher short-term market interest rates and increased competition for
deposits in 2018 compared to 2017. For 2018, average interest-bearing
liabilities increased $73.1 million to $805.5 million. The NJCB Merger
contributed approximately $60.9 million to the increase in average
interest-bearing liabilities for the year ended December 31, 2018.

Provision for Loan Losses



Management considers a complete review of the following specific factors in
determining the provisions for loan losses: historical losses by loan category,
non-accrual loans and problem loans as identified through internal
classifications, collateral values and the growth, size and risk elements of the
loan portfolio. In addition to these factors, management takes into
consideration current economic conditions and local real estate market
conditions.

In general, over the last five years, the Company experienced an improvement in
loan credit quality and achieved a steady resolution of non-performing loans and
assets related to the severe recession, which was reflected in the current level
of non-performing loans at December 31, 2019. Net charge-offs of commercial
business and commercial real estate loans since 2016 have declined significantly
from prior periods, which has resulted in a reduction of the historical loss
factors for these segments of the loan portfolio that were applied by management
to estimate the allowance for loan losses at December 31, 2019.

2019 compared to 2018



The Company recorded a provision for loan losses of $1.4 million for the year
ended December 31, 2019 compared to a provision of $900,000 for the year ended
December 31, 2018. For 2019, net charge-offs of $481,000 were recorded compared
to net charge-offs of $511,000 recorded in 2018. The allowance for loan losses
at December 31, 2019 and 2018 totaled $9.3 million and $8.4 million,
respectively. The increase in the provision for loan losses for 2019 was
primarily attributed to the growth in commercial real estate and mortgage
warehouse loans.
.

                                       41
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At December 31, 2019, non-performing loans totaled $4.5 million compared to $6.6
million at December 31, 2018, a decrease of $2.1 million, or 31.7%, and the
ratio of non-performing loans to total loans decreased to 0.37% at December 31,
2019 from 0.75% at December 31, 2018.

2018 compared to 2017



The Company recorded a provision for loan losses of $900,000 for the year ended
December 31, 2018 compared to a provision of $600,000 for the year ended
December 31, 2017. For 2018, net charge-offs of $511,000 were recorded compared
to net charge-offs of $81,000 in 2017. The allowance for loan losses at December
31, 2018 and 2017 totaled $8.4 million and $8.0 million, respectively. The
increase in the provision for loan losses for 2018 was primarily attributed to
the growth of commercial real estate, construction and commercial business loans
and the change in the mix of loans in the loan portfolio.

At December 31, 2018, non-performing loans totaled $6.6 million compared to $7.1
million at December 31, 2017, a decrease of $534,000, or 7.5%, and the ratio of
non-performing loans to total loans decreased to 0.75% at December 31, 2018 from
0.90% at December 31, 2017.

Non-Interest Income

2019 compared to 2018

Total non-interest income for the year ended December 31, 2019 increased
$319,000 to $8.2 million from $7.9 million for the year ended December 31, 2018.
This revenue component represented 15% of the Company's net revenues for the
years ended December 31, 2019 and 2018.

Service charges on deposit accounts increased by $25,000 to $663,000 for the
year ended December 31, 2019 compared to $638,000 for the year ended
December 31, 2018 due in part to the increase in deposit accounts as a result of
the Shore Merger.

Gains on sales of loans held for sale increased $410,000 to $4.9 million for the
year ended December 31, 2019 compared to $4.5 million for the year ended
December 31, 2018. The Company sells both residential mortgage loans and
portions of commercial business loans guaranteed by the SBA in the secondary
market.

Gains on the sale of residential mortgage loans were $3.9 million in 2019
compared to $2.6 million in 2018. In 2019, $132.2 million of residential
mortgage loans were sold compared to $89.1 million in 2018. The increase in
residential mortgage loans sold was due primarily to higher residential mortgage
lending activity during 2019 compared to 2018 due in part to a higher level of
refinancing activity.

In 2019, $11.7 million of SBA loans were sold and generated net gains of $930,000 compared to SBA loans sold and net gains of $23.3 million and $1.9 million, respectively, in 2018. SBA guaranteed commercial lending activity and loan sales vary from period to period based on customer demand.



Non-interest income also includes income from Bank-owned life insurance
("BOLI"), which totaled $623,000 for the year ended December 31, 2019 compared
to $575,000 for the year ended December 31, 2018. The increase was due primarily
to a $7.2 million increase in BOLI resulting from the Shore Merger.

The Company also generates non-interest income from a variety of fee-based services. These include safe deposit box rentals, wire transfer service fees and ATM fees for non-Bank customers. The other income component of non-interest income was $2.0 million for the years ended December 31, 2019 and 2018.

2018 compared to 2017



Total non-interest income for the year ended December 31, 2018 decreased
$322,000 to $7.9 million from $8.2 million for the year ended December 31, 2017.
This revenue component represented 15% and 19% of the Company's net revenues for
the years ended December 31, 2018 and 2017, respectively.

Service charges on deposit accounts increased by $42,000 to $638,000 for the
year ended December 31, 2018 compared to $596,000 for the year ended
December 31, 2017 due primarily to the increase in deposit accounts as a result
of the NJCB Merger.


                                       42

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Gains on sales of loans held for sale decreased $674,000 to $4.5 million for the
year ended December 31, 2018 compared to $5.1 million for the year ended
December 31, 2017. The Company sells both residential mortgage loans and
portions of commercial business loans guaranteed by the SBA in the secondary
market.

Gains on the sale of residential mortgage loans were $2.6 million in 2018
compared to $3.9 million in 2017. In 2018, $89.1 million of residential mortgage
loans were sold compared to $121.1 million in 2017. The decrease in the
residential lending activity and gains on the sale of loans was due primarily to
the lower volume of residential lending and loans sold in 2018 as a result of
higher mortgage interest rates in 2018 compared to 2017.

In 2018, $23.3 million of SBA loans were sold and generated net gains of $1.9 million compared to SBA loans sold and net gains of $13.3 million and $1.2 million, respectively, in 2017.



Non-interest income also includes income fromBOLI, which totaled $575,000 for
the year ended December 31, 2018 compared to $522,000 for the year ended
December 31, 2017. The increase was due primarily to a $3.7 million increase in
BOLI resulting from the NJCB Merger.

The acquisition method of accounting for the business combination with NJCB resulted in the recognition of a gain on bargain purchase of $230,000 from the NJCB Merger.



The Company also generates non-interest income from a variety of fee-based
services. These include safe deposit box rentals, wire transfer service fees and
ATM fees for non-Bank customers. The other income component of non-interest
income was $2.0 million for the year ended December 31, 2018 compared to $1.8
million for the year ended December 31, 2017.

Non-Interest Expenses

The following table presents the major components of non-interest expense:


                                                  Year ended December 31,
(In thousands)                                 2019        2018        2017
Salaries and employee benefits               $ 21,304    $ 19,853    $ 18,804
Occupancy expense                               4,100       3,623       3,169
Data processing expenses                        1,507       1,332       1,314
Equipment expense                               1,286       1,175       1,008
Marketing                                         302         280         225
Telephone                                         400         391         389
Regulatory, professional and consulting fees    1,806       1,713       2,263
Insurance                                         391         375         373
Merger-related expenses                         1,730       2,141         265
FDIC insurance expense                            154         486         360
Other real estate owned expenses                  171         158          

42


Amortization of intangible assets                 140         318         384
Supplies                                          275         294         259
Other expenses                                  1,983       1,946       2,151
                   Total                     $ 35,549    $ 34,085    $ 31,006



2019 compared to 2018

For the year ended December 31, 2019, non-interest expenses totaled $35.5
million, an increase of $1.5 million, or 4.3%, when compared to $34.1 million
for the year ended December 31, 2018. The increase in non-interest expenses
included increases in salaries and employee benefit expenses, occupancy expense,
data processing expenses and other expenses related to the addition of the Shore
operations, offset by a decrease in merger-related expenses and FDIC insurance
expense.

Salaries and employee benefits, which represent the largest portion of
non-interest expenses, increased by $1.5 million, or 7.3%, to $21.3 million
compared to $19.9 million for the year ended December 31, 2018 due primarily to
a $585,000 increase in commissions paid as a result of the higher level of
residential mortgage lending activity, salaries for former Shore employees
($298,000) who joined the Company following the Shore Merger in November 2019,
salaries for former NJCB employees

                                       43
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($169,000) who joined the Company following the NJCB Merger in the second
quarter of 2018, merit increases and increases in employee benefits expenses.
Cash incentive compensation and employee health benefits increased $241,000 and
$162,000, respectively, during 2019. At December 31, 2019, there were 218
full-time equivalent employees compared to 189 full-time equivalent employees at
December 31, 2018.

Occupancy expense totaled $4.1 million in 2019 compared to $3.6 million in 2018,
increasing $477,000, or 13.2%, from 2018 to 2019 due primarily to the addition
of the five former Shore branch offices ($129,000) in the fourth quarter of 2019
and the addition of two former NJCB branch offices ($123,000) in the second
quarter of 2018.

For the years ended December 31, 2019 and 2018, equipment expense was $1.3 million and $1.2 million, respectively, reflecting an increase of $112,000, or 9.5%, from 2018 to 2019.

The cost of data processing services increased $175,000 to $1.5 million for the year ended December 31, 2019 compared to $1.3 million for the year ended December 31, 2018, due primarily to the addition of the Shore operations ($63,000) following the closing of the Shore Merger and increases in loans, deposits and other customer services.



Regulatory, professional and consulting fees increased by $93,000 to $1.8
million for the year ended December 31, 2019 compared to $1.7 million for the
year ended December 31, 2018, due primarily to general increases in legal and
consulting fees.

Shore Merger-related expenses of $1.7 million were incurred for the year ended December 31, 2019 compared to NJCB Merger-related expenses of $2.1 million incurred for the year ended December 31, 2018.



The Company recorded FDIC insurance expense of $154,000 for the year ended
December 31, 2019 compared to $486,000 for the year ended December 31, 2018,
representing a decrease of $332,000, due primarily to the receipt from FDIC of
the small bank assessment credit for the second and the third quarters of 2019
and the reduction in the FDIC assessment rate. The Bank has a remaining credit
of approximately $123,000 that may be applied by the FDIC to future quarters'
assessments. The application and receipt of future credits will depend on future
reserve calculations for the Deposit Insurance Fund of the FDIC.

Amortization of intangible assets decreased $178,000 to $140,000 for the year
ended December 31, 2019 compared to $318,000 for the year ended December 31,
2018 due primarily to the full amortization of the core deposit intangible in
2018 related to the acquisition of three branch offices and their deposits in
2011.

Other expenses totaled $1.9 million for the year ended December 31, 2019, representing an increase of $36,000 over the same period in the prior year, due primarily to general increases in various other operating expense categories.




2018 compared to 2017

For the year ended December 31, 2018, non-interest expenses totaled $34.1
million, an increase of $3.1 million, or 9.9%, when compared to $31.0 million
for the year ended December 31, 2017. The increase in non-interest expenses
included increases in salaries and employee benefit expenses, occupancy expense,
NJCB merger-related expenses and expenses related to the addition of the NJCB
operations, which were partially offset by a decrease in regulatory,
professional and consulting fees.

Salaries and employee benefits, which represents the largest portion of
non-interest expenses, increased by $1.0 million, or 5.6%, to $19.9 million
compared to $18.8 million for the year ended December 31, 2017 due primarily to
salaries for former NJCB employees who joined the Company, merit increases and
increases in employee benefits expenses. Cash incentive compensation and
employee health benefits increased $90,000 and $155,000, respectively, during
2018. At December 31, 2018, there were 189 full-time equivalent employees
compared to 179 full-time equivalent employees at December 31, 2017.

Occupancy expense totaled $3.6 million in 2018 compared to $3.2 million in 2017,
increasing $454,000, or 14.3%, from 2017 to 2018 due primarily to the addition
of the two former NJCB branch offices.

For the years ended December 31, 2018 and 2017, equipment expense was $1.2 million and $1.0 million, respectively, reflecting an increase of $167,000, or 16.6%, from 2017 to 2018.

The cost of data processing services remained relatively flat at $1.3 million for the years ended December 31, 2018 and 2017.


                                       44
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Marketing expenses were $280,000 for the year 2018, an increase of $55,000 compared with $225,000 in 2017. The majority of the increase was primarily related to marketing of the Bank's products and services to the former customers of NJCB.



Regulatory, professional and consulting fees decreased by $550,000, or 24.3%, to
$1.7 million for the year ended December 31, 2018 compared to $2.3 million for
the year ended December 31, 2017. The level of professional and consulting fees
declined due primarily to lower legal and consulting fees related to loan
collections and litigation expenses.

Merger-related expenses of $2.1 million related to the NJCB Merger were incurred in 2018 compared to $265,000 in 2017.

FDIC insurance expense increased to $486,000 for the year ended December 31,
2018 compared to $360,000 for the year ended December 31, 2017 due primarily to
the internal growth of assets and the increase in assets as a result of the NJCB
Merger.

OREO expenses increased to $158,000 in 2018 from $42,000 for 2017 due primarily
to an increase in OREO assets held during 2018. At December 31, 2018, the
Company held $2.5 million in OREO compared to no OREO held at December 31, 2017.
The Company incurred expenses in connection with general maintenance, insurance
and real estate taxes. OREO at December 31, 2018 was comprised of one
residential property with a carrying value of $1.1 million acquired in the NJCB
Merger, land with a carrying value of $93,000 and a commercial real estate
property that was foreclosed in the third quarter of 2018 with a fair value of
$1.3 million.

Amortization of intangible assets decreased $66,000 to $318,000 for the year
ended December 31, 2018 compared to $384,000 for the year ended December 31,
2017 due to the lower amortization of core deposit intangible assets.

Supplies increased $35,000 to $294,000 in 2018 compared to $259,000 in 2017. The majority of the increase was related to the NJCB Merger.



Other expenses were $1.9 million for the year ended December 31, 2018 compared
to $2.2 million for the year ended December 31, 2017. The decrease in other
expenses was due primarily to the absence in the 2018 period of any write-off of
deferred loan origination costs, which were approximately $500,000 in 2017,
which was partially offset by increases in various other expense categories.

Income Taxes

2019 compared to 2018

The Company recorded income tax expense of $5.0 million in 2019, resulting in an
effective tax rate of 27.0%, compared to income tax expense of $4.3 million in
2018, which resulted in an effective tax rate of 26.4%. The higher effective tax
rate in
2019 was primarily the result of the higher amount of pre-tax income taxed at
the combined marginal federal and state statutory tax rate of 30.08% and the
non-taxable gain from the bargain purchase in the NJCB Merger in 2018.

2018 compared to 2017



The Company recorded income tax expense of $4.3 million in 2018, resulting in a
effective tax rate of 26.4%, compared to income tax expense of $5.9 million in
2017, which resulted in an effective tax rate of 45.9%. Income tax expense for
2017 includes $1.7 million of additional income tax expense due to the
revaluation of the deferred tax assets as a result of the enactment of the Tax
Act in December 2017. Absent the $1.7 million of additional income tax expense,
the effective tax rate would have been 32.5% for 2017. The Tax Act reduced the
maximum federal corporate income tax rate to 21% from 35%, effective January 1,
2018, which explains the lower effective tax rate in 2018. Partially offsetting
the lower federal corporate income tax rate was the enactment of legislation by
the State of New Jersey in July 2018, which increased the corporate income tax
rate to 11.5% from 9% for taxable income of $1.0 million or more effective
January 1, 2018 and resulted in a 2% higher effective tax rate in 2018.


Financial Condition

Cash and Cash Equivalents

At December 31, 2019, cash and cash equivalents totaled $14.8 million compared to $16.8 million at December 31, 2018.


                                       45
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Investment Securities



 Amortized cost, gross unrealized gains and losses and the fair value by
security type for the available for sale portfolio at December 31, 2019 and 2018
were as follows:
                                                                        2019
                                                                Gross           Gross
                                              Amortized       Unrealized      Unrealized       Fair
(In thousands)                                   Cost           Gains           Losses         Value
U.S. treasury securities and obligations of
U.S. government-sponsored corporations
("GSE")                                      $      774     $          -     $      (10 )   $     764
Residential collateralized mortgage
obligations - GSE                                53,223              194           (242 )      53,175
Residential mortgage-backed securities - GSE     18,100              292             (5 )      18,387
Obligations of state and political
subdivisions                                     33,177              342              -        33,519
Single-issuer trust preferred debt
securities                                        1,492                -            (50 )       1,442
Corporate debt securities                        23,224              139            (84 )      23,279
Other debt securities                            25,378               80           (242 )      25,216
                   Total                     $  155,368     $      1,047     $     (633 )   $ 155,782


                                                                        2018
                                                                Gross            Gross
                                              Amortized       Unrealized      Unrealized        Fair
(In thousands)                                   Cost           Gains           Losses          Value
U.S. treasury securities and obligations of
U.S. government-sponsored corporations
("GSE")                                      $    2,993     $          -     $       (41 )   $   2,952
Residential collateralized mortgage
obligations-GSE                                  48,789               70            (676 )      48,183
Residential mortgage backed securities - GSE     13,945               37            (100 )      13,882
Obligations of state and political
subdivisions                                     23,506               85            (249 )      23,342
Trust preferred debt securities - single
issuer                                            1,490                -            (161 )       1,329
Corporate debt securities                        28,323                -          (1,037 )      27,286
Other debt securities                            15,383               11            (146 )      15,248
                   Total                     $  134,429     $        203     $    (2,410 )   $ 132,222



Amortized cost, carrying value, gross unrealized gains and losses and the fair
value by security type for the held to maturity portfolio at December 31, 2019
and 2018 were as follows:
                                                                      2019
                                             Other-Than-
                                              Temporary
                                             Impairment
                                            Recognized In
                                             Accumulated
                                                Other                          Gross           Gross
                             Amortized      Comprehensive     Carrying       Unrealized      Unrealized       Fair
(In thousands)                 Cost             Loss            Value          Gains           Losses        Value
Residential collateralized
   mortgage obligations -
GSE                        $     5,117     $           -     $   5,117     $         76     $      (35 )   $  5,158
Residential mortgage
   backed securities- GSE       36,528                 -        36,528              481            (54 )     36,955
Obligations of state and
political subdivisions          32,533                 -        32,533              690            (25 )     33,198
Trust preferred debt
securities - pooled                657              (492 )         165              479              -          644
Other debt securities            2,277                 -         2,277                -             (9 )      2,268
          Total            $    77,112     $        (492 )   $  76,620     $      1,726     $     (123 )   $ 78,223




                                       46

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                                                                       2018
                                              Other-Than-
                                               Temporary
                                               Impairment
                                             Recognized In
                                              Accumulated
                                                 Other                           Gross           Gross
                              Amortized      Comprehensive      Carrying       Unrealized      Unrealized       Fair
(Dollars in thousands)          Cost              Loss            Value          Gains           Losses        Value

Residential


collateralized mortgage
obligations - GSE           $     6,701     $            -     $   6,701     $         30     $     (143 )   $  6,588
Residential mortgage backed
securities - GSE                 31,343                  -        31,343               84           (346 )     31,081
Obligations of state and
political subdivisions           38,494                  -        38,494              634           (118 )     39,010
Trust preferred debt
securities - pooled                 657               (501 )         156              569              -          725
Other debt securities             2,878                  -         2,878                -            (78 )      2,800
           Total            $    80,073     $         (501 )   $  79,572     $      1,317     $     (685 )   $ 80,204



The investment securities portfolio totaled $232.4 million, or 14.7% of total
assets, at December 31, 2019 compared to $211.8 million, or 18.0% of total
assets, at December 31, 2018. Proceeds from maturities and prepayments for the
year ended December 31, 2019 totaled $58.0 million while purchases of investment
securities totaled $50.2 million during this period. On an average balance
basis, the investment securities portfolio represented 18.5% and 20.6% of
average interest-earning assets for the years ended December 31, 2019 and 2018,
respectively.

Securities available for sale are investments that may be sold in response to
changing market and interest rate conditions or for other business
purposes. Activity in this portfolio is undertaken primarily to manage liquidity
and interest rate risk and to take advantage of market conditions that create
more economically attractive returns. At December 31, 2019, available-for-sale
securities amounted to $155.8 million, which was an increase of $23.6 million
from $132.2 million at December 31, 2018.

The following table sets forth certain information regarding the amortized cost,
carrying value, fair value, weighted average yields and contractual maturities
of the Company's investment portfolio as of December 31, 2019. Expected
maturities will differ from contractual maturities because issuers may have the
right to call or prepay obligations with or without call or prepayment
penalties.
                                        Amortized
(Dollars in thousands)                    cost        Fair Value     Yield
Available for sale
Due in one year or less                $   10,690    $     10,662    2.66 %
Due after one year through five years      26,621          26,824    2.75
Due after five years through ten years     34,136          34,193    2.55
Due after ten years                        83,921          84,103    2.75
Total                                  $  155,368    $    155,782    2.70 %


(Dollars in thousands)                  Carrying Value     Fair Value     Yield
Held to maturity
Due in one year or less                $         6,594    $      6,664    3.88 %
Due after one year through five years           13,573          13,803    

3.67


Due after five years through ten years          18,410          18,766    3.15
Due after ten years                             38,043          38,990    3.11
Total                                  $        76,620    $     78,223    3.28 %


Proceeds from maturities and prepayments of securities available for sale amounted to $39.1 million for the year ended December 31, 2019 compared to $17.7 million for the year ended December 31, 2018. At December 31, 2019, the portfolio had


                                       47
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net unrealized gains of $414,000 compared to net unrealized losses of $2.2
million at December 31, 2018. These unrealized gains or losses are reflected net
of tax in shareholders' equity as a component of accumulated other comprehensive
income (loss).

Securities held to maturity, which are carried at amortized historical cost, are
investments for which there is the positive intent and ability to hold to
maturity. At December 31, 2019, securities held to maturity were $76.6 million,
reflecting a decrease of $3.0 million from $79.6 million at December 31,
2018. The fair value of the held-to-maturity portfolio at December 31, 2019 was
$78.2 million.

The Company regularly reviews the composition of the investment securities
portfolio, taking into account market risks, the current and expected interest
rate environment, liquidity needs and its overall interest rate risk profile and
strategic goals.

On a quarterly basis, management evaluates each security in the portfolio with
an individual unrealized loss to determine if that loss represents
other-than-temporary impairment. During the fourth quarter of 2009, management
determined that it was necessary, following other-than-temporary impairment
requirements, to write down the cost basis of the Company's only pooled trust
preferred security. This trust preferred debt security was issued by a two
issuer pool (Preferred Term Securities XXV, Ltd. co-issued by Keefe, Bruyette
and Woods, Inc. and First Tennessee ("PreTSL XXV")) consisting primarily of
financial institution holding companies. During 2009, the Company recognized an
other-than-temporary impairment charge of $865,000 with respect to this
security. No other-than-temporary impairment losses were recorded during 2019
and 2018. See Note 3-"Investment Securities" to the consolidated financial
statements for additional information.

Loans Held for Sale



Loans held for sale at December 31, 2019 totaled $5.9 million compared to $3.0
million at December 31, 2018. The total loans originated for sale was $146.8
million and $111.1 million for 2019 and 2018, respectively. At December 31,
2019, residential mortgage loans held for sale totaled $5.7 million and SBA
loans held for sale totaled $225,000. The amount of loans held for sale varies
from period to period due to changes in the amount and timing of sales of
residential mortgage loans and SBA loans.

Loans



The loan portfolio, which represents the Company's largest asset, is a
significant source of both interest and fee income. Elements of the loan
portfolio are subject to differing levels of credit and interest rate risk. The
Company's primary lending focus continues to be mortgage warehouse lines,
construction loans, commercial business loans, owner-occupied commercial real
estate mortgage loans and income producing commercial real estate loans. Total
loans averaged $964.9 million for the year ended December 31, 2019, representing
an increase of $132.0 million, or 15.8%, compared to an average of $833.0
million for the year ended December 31, 2018. At December 31, 2019, total loans
were $1.2 billion, representing an increase of $332.9 million, or 37.7%,
compared to $883.2 million at December 31, 2018. Loans acquired in the Shore
Merger were $206.2 million at December 31, 2019, compared to $63.0 million in
loans acquired in the NJCB Merger at December 31, 2018.

The average yield earned on the loan portfolio was 5.55% for the year ended December 31, 2019 compared to 5.38% for the year ended December 31, 2018, which was an increase of 17 basis points.



The following table represents the components of the loan portfolio as of the
dates indicated.
                                                                   December 31,
                          2019                   2018                  2017                   2016                   2015
(Dollars in
thousands)          Amount         %        Amount        %       Amount   

% Amount % Amount % Commercial real estate

$   567,655       47 %   $ 388,431      44 %   $ 308,924

39 % $ 242,393 34 % $ 207,250 30 % Mortgage warehouse lines 236,672 20 154,183 17 189,412

24 216,259 30 216,572 32 Construction 148,939 12 149,387 17 136,412

17 96,035 13 93,745 14 Commercial business

             139,271       11       120,590      14        92,906   

12 99,650 14 99,277 15 Residential real estate

                90,259        7        47,263       5        40,494   

5 44,791 6 40,744 6 Loans to individuals

           32,604        3        22,962       3        21,025       3        23,736        3        23,074        3
Other                    137        -           181       -           183       -           207        -           233        -
Deferred loan
costs, net               491        -           167       -           550       -         1,737        -         1,226        -
     Total       $ 1,216,028      100 %   $ 883,164     100 %   $ 789,906     100 %   $ 724,808      100 %   $ 682,121      100 %



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Commercial real estate loans averaged $426.9 million for the year ended December
31, 2019, representing an increase of $70.3 million, or 19.7%, compared to the
average of $356.6 million for the year ended December 31, 2018. Commercial real
estate loans consist primarily of loans to businesses that are collateralized by
real estate assets employed in the operation of the business (owner-occupied
properties) and loans to real estate investors to finance the acquisition and/or
improvement of income producing commercial properties. The average yield on
commercial real estate loans was 5.11% and 5.07% for 2019 and 2018,
respectively.

The Company's Mortgage Warehouse Funding Group offers revolving lines of credit
that are available to licensed mortgage banking companies (the "warehouse line
of credit"). The warehouse line of credit is used by the mortgage banker to
originate one-to-four family residential mortgage loans that are pre-sold to the
secondary mortgage market, which includes state and national banks, national
mortgage banking firms, insurance companies and government-sponsored
enterprises, including the Federal National Mortgage Association, the Federal
Home Loan Mortgage Corporation and others. On average, an advance under the
warehouse line of credit remains outstanding for a period of less than 30 days,
with repayment coming directly from the sale of the loan into the secondary
mortgage market. Interest and a transaction fee are collected by the Company at
the time of repayment. The Company had outstanding warehouse line of credit
advances of $236.7 million at December 31, 2019 compared to $154.2 million at
December 31, 2018. During 2019 and 2018, warehouse lines of credit advances
averaged $174.2 million and $153.9 million, respectively, and yielded 5.48% and
5.46%, respectively. During 2019, $3.5 billion of mortgage loans were financed
through our Mortgage Warehouse Funding Group compared to $3.4 billion of
mortgage loans financed in 2018. The increase in the warehouse lines of credit
advances in 2019 compared to 2018 reflected the increased residential mortgage
refinancing activity in 2019 compared to 2018 due to generally stable to lower
market interest rates for residential mortgages in 2019 than in 2018. The number
of active mortgage banking customers were 38 and 44 in 2019 and 2018,
respectively.

Construction loans averaged $156.5 million for the year ended December 31, 2019,
representing an increase of $18.5 million, or 13.4%, compared to the average of
$138.0 million for the year ended December 31, 2018. Generally, these loans
represent owner-occupied or investment properties and usually complement a
broader commercial relationship between the Company and the
borrower. Construction loans are structured to provide for advances only after
work is completed and inspected by qualified professionals. The average yield on
the construction loan portfolio was 6.76% for 2019 compared to 6.59% for 2018.

Commercial business loans averaged $122.0 million for the year ended
December 31, 2019, representing an increase of $10.8 million, or 9.7%, compared
to the average of $111.2 million for the year ended December 31, 2018.
Commercial business loans consist primarily of loans to small and middle market
businesses and are typically working capital loans used to finance inventory,
receivables or equipment needs. These loans are generally secured by business
assets of the commercial borrower.  The average yield on the commercial business
loans was 5.98% in 2019 compared to 5.45% in 2018.

Average residential real estate loans increased $10.4 million to $56.7 million
at December 31, 2019 compared to $46.3 million at December 31, 2018. The average
yield on residential real estate loans was 4.50% in 2019 compared to 4.44% in
2018. Loans to individuals, which are comprised primarily of home equity loans,
averaged $23.3 million during December 31, 2019 compared to $23.2 million during
2018. The average yield on loans to individuals was 5.06% in 2019 compared to
4.61% in 2018.


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The following table provides information concerning the maturities and interest rate sensitivity of the loan portfolio at December 31, 2019.


                                                          Maturity Range
                                             Within        After One But        After
                                               One            Within            Five
(Dollars in thousands)                        Year          Five Years          Years          Total
Commercial real estate                     $  60,881     $       444,702     $  62,072     $   567,655
Mortgage warehouse lines                     236,672                   -             -         236,672
Construction                                 145,189               2,357         1,393         148,939
Commercial business                           58,886              39,022        41,363         139,271
Residential real estate                       17,944              32,247        40,068          90,259
Loans to individuals and other loans          30,509                 778         1,454          32,741
                 Total                     $ 550,081     $       519,106     $ 146,350     $ 1,215,537

Fixed rate loans                           $  34,813     $       100,502     $ 123,824     $   259,139
Floating rate loans                          515,268             418,604        22,526         956,398
                  Total                    $ 550,081     $       519,106     $ 146,350     $ 1,215,537



Non-Performing Assets

Non-performing assets consist of non-performing loans and other real estate
owned. Non-performing loans are composed of (1) loans on a non-accrual basis and
(2) loans that are contractually past due 90 days or more as to interest and
principal payments but have not been classified as non-accrual. Included in
non-accrual loans are loans whose terms have been previously restructured to
provide a reduction or deferral of interest and/or principal due to financial
difficulties of the borrower that have not performed in accordance with the
restructured terms.

The Company's policy with regard to non-accrual loans is that, generally, loans
are placed on a non-accrual status when they are 90 days past due, unless these
loans are well secured and in the process of collection or, regardless of the
past due status of the loan, when management determines that the complete
recovery of principal or interest is in doubt. Consumer loans are generally
charged off after they become 120 days past due. Subsequent payments on loans in
non-accrual status are credited to income only if collection of principal is not
in doubt.

Non-performing loans were $4.5 million at December 31, 2019 compared to $6.6
million at December 31, 2018. During the year ended December 31, 2019, $2.3
million of non-performing loans were resolved, $481,000 of loans were
charged-off and $3.7 million of loans were placed on non-accrual. In the first
quarter of 2019, the Bank was notified that a shared national credit syndicated
loan in which it was a participant in a $4.3 million facility was upgraded to
pass rating from substandard rating and was no longer classified as a
non-accrual loan. As of the date of notification, the Bank upgraded the loan,
which had a balance of $2.8 million at that time, and returned the loan to
accrual status. The loan subsequently was paid in full.

At December 31, 2019, non-performing loans were comprised of six commercial real
estate loans totaling $2.6 million, three residential mortgage loans totaling
$708,000, three commercial business loans totaling $501,000 and five home equity
loans totaling $692,000.


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The table below sets forth non-performing assets and risk elements in the Bank's loan portfolio for the years indicated.


                                                                     December 31,
(Dollars in thousands)                          2019         2018         2017        2016        2015
Non-Performing loans:
Loans 90 days or more past due and still
accruing                                     $      -     $     55     $      -     $    24     $     -
Non-accrual loans                               4,497        6,525        7,114       5,174       6,020
Total non-performing loans                      4,497        6,580        7,114       5,198       6,020
Other real estate owned                           571        2,515            -         166         966
Other repossessed assets                            -            -            -           -           -
Total non-performing assets                     5,068        9,095        7,114       5,364       6,986
Performing troubled debt restructurings         6,132        4,003        3,728         864       1,535
Performing troubled debt restructurings and
total non-performing assets                  $ 11,200     $ 13,098     $ 

10,842 $ 6,228 $ 8,521



Non-performing loans to total loans              0.37 %       0.75 %       0.90 %      0.72 %      0.88 %
Non-performing loans to total
loans excluding warehouse lines                  0.46         0.90         1.18        1.02        1.29
Non-performing assets to total assets            0.32         0.77         0.66        0.52        0.72
Non-performing assets to total assets
excluding mortgage warehouse lines               0.38         0.89         0.80        0.65        0.93
Total non-performing assets and performing
troubled debt restructurings to total assets     0.71         1.11         1.00        0.60        0.88



As the table demonstrates, non-performing loans to total loans decreased to
0.37% at December 31, 2019 from 0.75% at December 31, 2018. Loan quality was
stable and the loan portfolio is considered to be sound. This was accomplished
through quality loan underwriting, a proactive approach to loan monitoring and
aggressive workout strategies.

Additional interest income before taxes amounting to $318,000, $155,000 and $514,000 would have been recognized in 2019, 2018 and 2017, respectively, if interest on all loans had been recorded based upon their original contract terms.



Non-performing assets decreased $4.0 million to $5.1 million at December 31,
2019 from $9.1 million at December 31, 2018 and were 0.32% of total assets at
December 31, 2019 compared to 0.77% at December 31, 2018. Non-performing loans
decreased $2.1 million to $4.5 million at December 31, 2019 from $6.6 million at
December 31, 2018. OREO decreased by $1.9 million to $571,000 at December 31,
2019 compared to $2.5 million at December 31, 2018. OREO is comprised of six
residential lots with a carrying value of $478,000 acquired in the Shore Merger
and land with a carrying value of $93,000.

In 2019, the Company sold two OREO properties with a carrying value of $2.4 million and recognized a net loss on sale of OREO of $101,000. In 2018, no OREO properties were sold.



At December 31, 2019, the Company had 13 loans totaling $6.4 million that were
troubled debt restructurings. Three of these loans totaling $345,000 are
included in the above table as non-accrual loans and the remaining nine loans
totaling $6.1 million are considered performing.

At December 31, 2018, the Company had 12 loans totaling $7.3 million that were
troubled debt restructurings. Four of these loans totaling $3.3 million are
included in the above table as non-accrual loans and the remaining eight loans
totaling $4.0 million were considered performing.

In accordance with U.S. GAAP, the excess of cash flows expected at acquisition
over the initial investment in the purchase of a credit impaired loan is
recognized as interest income over the life of the loan. At December 31, 2019,
there were 11 loans acquired with evidence of deteriorated credit quality
totaling $4.6 million that were not classified as non-performing loans and there
were two loans acquired with evidence of deteriorated credit quality totaling
$865,000 that were not classified as non-performing loans at December 31, 2018.

Management takes a proactive approach in addressing delinquent loans. The
Company's President and Chief Executive Officer meets weekly with all loan
officers to review the status of credits past-due ten days or more. An action
plan is discussed for delinquent loans to determine the steps necessary to
induce the borrower to cure the delinquency and restore the loan to a current
status. In addition, delinquency notices are system generated when loans are
five days past-due and again at 15 days past-due.


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In most cases, the Company's loan collateral is real estate and when the
collateral is foreclosed upon, the real estate is carried at fair market value
less the estimated selling costs. The amount, if any, by which the recorded
amount of the loan exceeds the fair market value of the collateral less
estimated selling costs is a loss that is charged to the allowance for loan
losses at the time of foreclosure or repossession. Resolution of a past-due loan
can be delayed if the borrower files a bankruptcy petition because a collection
action cannot be continued unless the Company first obtains relief from the
automatic stay provided by the bankruptcy code.

Allowance for Loan Losses and Related Provision



The allowance for loan losses is maintained at a level sufficient to absorb
estimated credit losses in the loan portfolio as of the date of the financial
statements. The allowance for loan losses is a valuation reserve available for
losses incurred or inherent in the loan portfolio and other extensions of
credit. The determination of the adequacy of the allowance for loan losses is a
critical accounting policy of the Company.

The Company's primary lending emphasis is the origination of commercial
business, commercial real estate and construction loans and mortgage warehouse
lines of credit. Based on the composition of the loan portfolio, the inherent
primary risks are deteriorating credit quality, a decline in the economy and a
decline in New Jersey real estate market values. Any one, or a combination, of
these events may adversely affect the loan portfolio and may result in increased
delinquencies, loan losses and increased future provision levels.

All, or part, of the principal balance of commercial business, commercial real
estate and construction loans are charged off against the allowance as soon as
it is determined that the repayment of all, or part, of the principal balance is
highly unlikely. Consumer loans are generally charged off no later than 120 days
past due on a contractual basis, earlier in the event of bankruptcy, or if there
is an amount deemed uncollectible. Because all identified losses are charged
off, no portion of the allowance for loan losses is restricted to any individual
loan or groups of loans and the entire allowance is available to absorb any and
all loan losses.

Management reviews the adequacy of the allowance on at least a quarterly basis
to ensure that the provision for loan losses has been charged against earnings
in an amount necessary to maintain the allowance at a level that is adequate
based on management's assessment of probable estimated losses. The Company's
methodology for assessing the adequacy of the allowance for loan losses consists
of several key elements and is consistent with U.S. GAAP and interagency
supervisory guidance. The allowance for loan losses methodology consists of two
major components. The first component represents an estimation of losses
associated with individually identified impaired loans. The second major
component estimates losses on groups of loans with similar risk
characteristics. The Company's methodology results in an allowance for loan
losses that includes a specific reserve for impaired loans, an allocated reserve
and an unallocated portion.

When analyzing groups of loans, the Company follows the Interagency Policy
Statement on the Allowance for Loan and Lease Losses. The methodology considers
the Company's historical loss experience, adjusted for changes in trends,
conditions and other relevant factors that affect repayment of the loans as of
the evaluation date. These adjustment factors, known as qualitative factors,
include:

•Delinquencies and non-accruals;
•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; and
•External factors - competition, legal and regulatory.

The methodology includes the segregation of the loan portfolio into loan types
with a further segregation into risk rating categories, such as special mention,
substandard, doubtful and loss. This allows for an allocation of the allowance
for loan losses by loan type; however, the allowance is available to absorb any
loan loss without restriction. Larger balance, non-homogeneous loans
representing significant individual credit exposures are evaluated individually
through the internal loan review process. It is this process that produces the
watch list. The borrower's overall financial condition, repayment sources,
guarantors and value of collateral, if appropriate, are evaluated. Based on
these reviews, an estimate of probable losses for the individual larger-balance
loans are determined, whenever possible, and used to establish specific loan
loss reserves. In general, for non-homogeneous loans not individually assessed
and for homogeneous groups, such as residential mortgages and consumer credits,
the loans are

                                       52
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collectively evaluated based on delinquency status, loan type, and historical losses. These loan groups are then internally risk rated.



The watch list includes loans that are assigned a rating of special mention,
substandard, doubtful and loss. Loans criticized as special mention have
potential weaknesses that deserve management's close attention. If uncorrected,
the potential weaknesses may result in deterioration of the repayment prospects.
Loans classified as substandard have a well-defined weakness or weaknesses that
jeopardize the liquidation of the debt. They include loans that are inadequately
protected by the current sound net worth and paying capacity of the obligor or
of the collateral pledged, if any. Loans classified as doubtful have all the
weaknesses inherent in loans classified as substandard with the added
characteristic that collection or liquidation in full, on the basis of current
conditions and facts, is highly improbable. Loans rated as doubtful in whole, or
in part, are placed on non-accrual status. Loans classified as a loss are
considered uncollectible and are charged off against the allowance for loan
losses.

The specific allowance for impaired loans is established for specific loans that
have been identified by management as being impaired. These loans are considered
to be impaired primarily because the loans have not performed according to
payment terms and there is reason to believe that repayment of the loan
principal in whole, or in part, is unlikely. The specific portion of the
allowance is the total amount of potential unconfirmed losses for these
individual impaired loans. To assist in determining the fair value of loan
collateral, the Company often utilizes independent third party qualified
appraisal firms, which, in turn, employ their own criteria and assumptions that
may include occupancy rates, rental rates and property expenses, among others.

The second category of reserves consists of the allocated portion of the
allowance. The allocated portion of the allowance is determined by taking pools
of outstanding loans that have similar characteristics and applying historical
loss experience for each pool. This estimate represents the potential
unconfirmed losses within the portfolio. Individual loan pools are created for
commercial and commercial real estate loans, construction loans, warehouse lines
of credit and various types of loans to individuals. The historical estimation
for each loan pool is then adjusted for qualitative factors, such as economic
trends, concentrations of credit, trends in the volume of loans, portfolio
quality, delinquencies and non-accrual trends. These factors are evaluated for
each class of the loan portfolio and may have positive or negative effects on
the allocated allowance for the loan portfolio segment. The aggregate amount
resulting from the application of these qualitative factors determines the
overall risk for the portfolio and results in an allocated allowance for each of
the loan segments.

The Company also maintains an unallocated allowance. The unallocated allowance
is used to cover any factors or conditions that may cause a potential loan loss
but are not specifically identifiable. It is prudent to maintain an unallocated
portion of the allowance because no matter how detailed an analysis of potential
loan losses is performed, these estimates, by definition, lack precision.
Management must make estimates using assumptions and information that is often
subjective and changing rapidly.

The following discusses the risk characteristics of each of our loan portfolios.

Commercial Business



The Company offers a variety of commercial loan services, including term loans,
lines of credit and loans secured by equipment and receivables. A broad range of
short-to-medium term commercial loans, both secured and unsecured, are made
available to businesses for working capital (including inventory and
receivables), business expansion (including acquisition and development of real
estate and improvements) and the purchase of equipment and machinery. Commercial
business loans are granted based on the borrower's ability to generate cash flow
to support its debt obligations and other cash related expenses. A borrower's
ability to repay commercial business loans is substantially dependent on the
success of the business itself and on the quality of its management. As a
general practice, the Company takes, as collateral, a security interest in any
available real estate, equipment, inventory, receivables or other personal
property of its borrowers, although the Company occasionally makes commercial
business loans on an unsecured basis. Generally, the Company requires personal
guarantees of its commercial business loans to offset the risks associated with
such loans.

Much of the Company's lending is in northern and central New Jersey and the New
York City metropolitan area. As a result of this geographic concentration, a
significant broad-based deterioration in economic conditions in New Jersey and
the New York City metropolitan area could have a material adverse impact on the
Company's loan portfolio. A prolonged decline in economic conditions in our
market area could restrict borrowers' ability to pay outstanding principal and
interest on loans when due. The value of assets pledged as collateral may
decline and the proceeds from the sale or liquidation of these assets may not be
sufficient to repay the loan.





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Commercial Real Estate



Commercial real estate loans are made to businesses to expand their facilities
and operations and to real estate operators to finance the acquisition of income
producing properties. The Company's loan policy requires that borrowers have
sufficient cash flow to meet the debt service requirements and the value of the
property meets the loan-to-value criteria set in the loan policy. The Company
monitors loan concentrations by borrower, by type of property and by location
and other criteria.

The Company's commercial real estate portfolio is largely secured by real estate
collateral located in the State of New Jersey and the New York City metropolitan
area. Conditions in the real estate markets in which the collateral for the
Company's loans are located strongly influence the level of the Company's
non-performing loans. A decline in the New Jersey and New York City metropolitan
area real estate markets could adversely affect the Company's loan portfolio.
Decreases in local real estate values would adversely affect the value of
property used as collateral for the Company's loans. Adverse changes in the
economy also may have a negative effect on the ability of our borrowers to make
timely repayments of their loans.

Construction Financing



Construction financing is provided to businesses to expand their facilities and
operations and to real estate developers for the acquisition, development and
construction of residential and commercial properties. First mortgage
construction loans are made to developers and builders primarily for single
family homes and multi-family buildings that are presold or are to be sold or
leased on a speculative basis.

The Company lends to builders and developers with established relationships,
successful operating histories and sound financial resources. Management has
established underwriting and monitoring criteria to minimize the inherent risks
of real estate construction lending. The risks associated with speculative
construction lending include the borrower's inability to complete the
construction process on time and within budget, the sale or rental of the
project within projected absorption periods and the economic risks associated
with real estate collateral. Such loans may include financing the development
and/or construction of residential subdivisions. This activity may involve
financing land purchases and infrastructure development (i.e., roads, utilities,
etc.) as well as construction of residences or multi-family dwellings for
subsequent sale by the developer/builder. Because the sale or rental of
developed properties is integral to the success of developer business, loan
repayment may be especially subject to the volatility of real estate market
values.

Mortgage Warehouse Lines of Credit



The Company's Mortgage Warehouse Funding Group provides revolving lines of
credit that are available to licensed mortgage banking companies. The warehouse
line of credit is used by the mortgage banker to originate one-to-four family
residential mortgage loans that are pre-sold to the secondary mortgage market,
which includes state and national banks, national mortgage banking firms,
insurance companies and government-sponsored enterprises, including the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation and
others. On average, an advance under the warehouse line of credit remains
outstanding for a period of less than 30 days, with repayment coming directly
from the sale of the loan into the secondary mortgage market. Interest and a
transaction fee are collected by the Bank at the time of repayment.

As a separate class of the total loan portfolio, the warehouse loan portfolio is
individually analyzed as a whole for allowance for loan losses
purposes. Warehouse lines of credit are subject to the same inherent risks as
other commercial lending, but the overall degree of risk differs. While the
Company's loss experience with this type of lending has been non-existent since
the product was introduced in 2008, there are other risks unique to this lending
that still must be considered in assessing the adequacy of the allowance for
loan losses. These unique risks may include, but are not limited to, (i) credit
risks relating to the mortgage bankers that borrow from us, (ii) the risk of
intentional misrepresentation or fraud by any of such mortgage bankers, (iii)
changes in the market value of mortgage loans originated by the mortgage banker,
the sale of which is the expected source of repayment of the borrowings under a
warehouse line of credit, due to changes in interest rates during the time in
warehouse or (iv) unsalable or impaired mortgage loans so originated, which
could lead to decreased collateral value and the failure of a purchaser of the
mortgage loan to purchase the loan from the mortgage banker.

Consumer



The Company's consumer loan portfolio segment is comprised of residential real
estate loans, home equity loans and other loans to individuals. Individual loan
pools are created for the various types of loans to individuals. The principal
risk is the borrower becomes unemployed or has a significant reduction in
income.


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In general, for homogeneous groups such as residential mortgages and consumer
credits, the loans are collectively evaluated based on delinquency status, loan
type and historical losses. These loan groups are then internally risk rated.

The Company considers the following credit quality indicators in assessing the risk in the loan portfolio:



•Consumer credit scores;
•Internal credit risk grades;
•Loan-to-value ratios;
•Collateral; and
•Collection experience.

The following table presents, for the years indicated, an analysis of the allowance for loan losses and other related data: (Dollars in thousands)

                 2019            2018           2017          2016           2015

Balance, beginning of year $ 8,402 $ 8,013 $ 7,494

$   7,560     $   6,925
Provision (credit) charged to
operating expenses                      1,350            900            600           (300 )       1,100
Loans charged off:
Residential real estate loans               -              -           (101 )            -             -
 Commercial business and
commercial real estate
   loans                                 (463 )         (553 )          (61 )         (157 )        (477 )
Loans to individuals                       (7 )          (16 )            -              -           (14 )
All other loans                           (43 )          (17 )            -             (1 )           -
                                         (513 )         (586 )         (162 )         (158 )        (491 )
Recoveries:
 Commercial business and
commercial real estate
loans                                      26             74             64            386            20
Loans to individuals                        6              1              4              6             6
All other loans                             -              -             13              -             -
                                           32             75             81            392            26
Net (charge offs) recoveries             (481 )         (511 )          (81 )          234          (465 )
Balance, end of year              $     9,271      $   8,402      $   8,013      $   7,494     $   7,560
Loans:
At year end                       $ 1,216,028      $ 883,164      $ 789,906      $ 724,808     $ 682,121
Average during the year               964,920        832,966        717,010        698,436       684,485
Net recoveries (charge offs) to
average loans outstanding               (0.05 )%       (0.06 )%       (0.01 )%        0.03 %       (0.07 )%
Net recoveries (charge-offs) to
average loans, excluding mortgage
warehouse loans                         (0.06 )%       (0.08 )%       (0.01 

)% 0.05 % (0.10 )%


  Allowance for loan losses to:
Total loans at year end                  0.76  %        0.95  %        1.01  %        1.03 %        1.11  %
Total loans at year end excluding
mortgage warehouse lines and
related allowance                        0.84  %        1.05  %        1.19  %        1.28 %        1.44  %
Non-performing loans                   206.16  %      127.69  %      112.64  %      144.17 %      125.59  %



At December 31, 2019, the allowance for loan losses was $9.3 million compared to
$8.4 million at December 31, 2018, representing an increase of $869,000. The
ratio of the allowance for loan losses to total loans at December 31, 2019 and
2018 was 0.76% and 0.95%, respectively. The allowance for loan losses as a
percentage of non-performing loans was 206.16% at December 31, 2019 compared to
127.69% at December 31, 2018.

The allowance for loan losses increased in 2019 due primarily to a provision of
$1.4 million, which reflected net charge-offs of $481,000, compared to a
provision for loan losses in the amount of $900,000 in 2018, which reflected net
charge-offs of $511,000.

                                       55
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The allowance for loan losses decreased as a percentage of total loans to 0.76%
at December 31, 2019 from 0.95% at December 31, 2018 due primarily to
acquisition accounting for the Shore Merger, which resulted in the Shore loans
being recorded at their fair value and included a credit risk adjustment of
approximately $3.6 million at the effective date of the Shore Merger.

Management believes that the quality of the loan portfolio remains sound, considering the economic climate and economy in the State of New Jersey and the New York City metropolitan area, and that the allowance for loan losses is adequate in relation to credit risk exposure levels.



The following tables present the allocation of the allowance for loan losses
among loan classes and certain other information as of the dates indicated. The
total allowance is available to absorb losses from any segment of loans.
                                                                      December 31,
(Dollars in
thousands)                          2019                                  2018                                   2017
                                   ALL      Loans as a %                  ALL      Loans as a                   ALL      Loans as a %
                                 as a %       of Total                  as a %     % of Total                 as a %       of Total
                     Amount     of Loans       Loans        Amount     of 

Loans Loans Amount of Loans Loans Commercial real estate

$ 4,524        0.80 %      47 %        $ 3,439

0.89 % 44 % $ 2,949 0.95 % 39 % Commercial business 1,409 1.01 11

            1,829        1.52       14            1,720        1.85        12
Construction loans    1,389        0.93        12            1,732        1.16       17            1,703        1.25        17
Residential real
estate                  412        0.46         7              431        0.91        5              392        0.97         5
Loans to
individuals and
other                   185        0.57         3              148        0.64        3              114        0.54         3
Subtotal              7,919        0.81        80            7,579        1.09       83            6,878        1.15        76
Mortgage warehouse
lines                 1,083        0.46        20              731        0.47       17              852        0.45        24

Unallocated


reserves                269           -         -               92           -        -              283           -         -
Total               $ 9,271        0.76 %     100 %        $ 8,402        0.95 %    100 %        $ 8,013        1.01 %     100 %



                                                       December 31,
                                           2016                            2015
                                             ALL                             ALL
                                           as a %      % of                as a %      % of
                                Amount    of Loans    Loans     Amount    of Loans    Loans
Commercial real estate         $ 2,574       1.06 %     34 %   $ 3,049       1.47 %     30 %
Commercial business              1,732       1.74       14       2,005       2.02       15
Construction loans               1,204       1.25       13       1,025       1.09       14
Residential real estate            367       0.82        6         288       0.71        6
Loans to individuals and other     112       0.47        3         109       0.47        3
Subtotal                         5,989       1.18       70       6,476       1.39       68
Mortgage warehouse lines           973       0.45       30         866       0.40       32
Unallocated reserves               532          -        -         218          -        -
Total                          $ 7,494       1.03 %    100 %   $ 7,560       1.11 %    100 %


The allowance for loan losses, excluding the portion related to mortgage warehouse lines, increased to $8.2 million at December 31, 2019 from $7.7 million at December 31, 2018.


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Deposits

The following table sets forth the balances and contractual rates payable to our customers, by account type, as of December 31, 2019 and 2018:


                                        December 31, 2019                            December 31, 2018
                                                           Weighted                                    Weighted
                                                            Average                                     Average
                                             Percent      Contractual                    Percent      Contractual

(Dollars in thousands) Amount Of Total Rate Amount Of Total Rate Non-interest bearing demand $ 287,555 23 %

            - %     $ 212,981           22 %            - %
Interest bearing demand         393,392          31 %         0.79 %       323,503           34 %         0.63 %
Savings                         259,033          20 %         0.97 %       189,612           20 %         0.81 %
Total core deposits         $   939,980          74 %         0.60 %     $ 726,096           76 %         0.51 %

Certificates of deposit     $   337,382          26 %         2.23 %     $ 224,576           24 %         1.98 %

Total                       $ 1,277,362         100 %         1.04 %     $ 950,672          100 %         0.85 %


The following table indicates the amount of certificates of deposit by time remaining until maturity as of December 31, 2019.


                                   3 Months       Over 3 to      Over 6 to       Over 12
(In thousands)                     or Less        6 Months       12 Months       Months         Total
Certificates of deposit
of $100,000 or more              $   54,368     $    60,652     $   76,136     $  48,225     $ 239,381
Certificates of deposit less
than $100,000                        17,080          18,815         24,999        37,107        98,001
Total                            $   71,448     $    79,467     $  101,135     $  85,332     $ 337,382



The following table illustrates the components of average total deposits for the
years indicated:

                                        2019                          2018                         2017
                               Average       Percentage      Average      Percentage      Average      Percentage
(Dollars in thousands)         Balance        of Total       Balance       of Total       Balance       of Total
Non-interest bearing demand $   226,701           21 %     $ 204,002           21 %     $ 183,802           21 %
Interest bearing demand         349,663           33 %       356,906           38 %       336,445           38 %
Savings                         201,738           19 %       203,940           21 %       210,798           24 %
Certificates of deposit         286,419           27 %       189,521           20 %       145,539           17 %
Total                       $ 1,064,521          100 %     $ 954,369          100 %     $ 876,584          100 %



Deposits, which include demand deposits (interest bearing and non-interest
bearing), savings deposits and certificates of deposit, are a fundamental and
cost-effective source of funding. The flow of deposits is influenced
significantly by general economic conditions, changes in market interest rates
and competition. The Company offers a variety of products designed to attract
and retain customers, with the Company's primary focus on the building and
expanding of long-term relationships. Deposits for the year ended December 31,
2019 averaged $1.1 billion, representing an increase of $110.2 million, or
11.5%, compared to $954.4 million for the year ended December 31, 2018. The
Shore Merger provided $35.7 million in average deposits for the year ended
December 31, 2019.

At December 31, 2019, total deposits were $1.3 billion, representing an increase
of $326.7 million, or 34.4%, from $950.7 million at December 31, 2018. The Shore
Merger provided $244.3 million in deposits at December 31, 2019. The increase in
total deposits in 2019 was due principally to an increase of $74.6 million in
non-interest bearing demand deposits, an increase of $69.9 million in
interest-bearing demand deposits, an increase of $69.4 million in savings and an
increase of $112.8 million in certificates of deposit. Total deposits, excluding
Shore deposits, increased $82.4 million during the year ended December 31, 2019.
Municipal deposits, primarily interest-bearing demand deposits and savings
accounts, increased approximately $55.3 million from December 31, 2018. The
average cost of the Company's interest-bearing deposit accounts for 2019 was
1.32%, representing an increase from the average cost of 0.87% for 2018.

                                       57
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Average non-interest bearing demand deposits increased by $22.7 million, or
11.1%, to $226.7 million for the year ended December 31, 2019 from $204.0
million for the year ended December 31, 2018. At December 31, 2019, non-interest
bearing demand deposits totaled $287.6 million, representing an increase of
$74.6 million, or 35.0%, compared to $213.0 million at December 31,
2018. Non-interest bearing demand deposits made up 22.5% of total deposits at
December 31, 2019 compared to 22.4% at December 31, 2018 and represent a stable,
interest-free source of funds.

In 2019, the average balance of savings accounts decreased by $2.2 million to
$201.7 million compared to an average balance of $203.9 million in 2018. Savings
accounts increased by $69.4 million, or 36.6%, to $259.0 million at December 31,
2019 from $189.6 million at December 31, 2018. The average cost of savings
deposits was 0.97% for 2019 compared to 0.72% in 2018.

Interest-bearing demand deposits, which include interest-bearing checking
accounts, money market and NOW accounts and the Company's premier money market
product, 1st Choice account, decreased by $7.2 million, or 2.0%, to an average
of $349.7 million for 2019 from an average of $356.9 million for 2018. At
December 31, 2019, interest-bearing demand deposits were $393.4 million compared
to $323.5 million at December 31, 2018. The average cost of interest-bearing
demand deposits was 0.79% for 2019 compared to 0.55% in 2018.

Certificates of deposit at December 31, 2019 were $337.4 million, an increase of
$112.8 million from $224.6 million at December 31, 2018. The average cost of
certificates of deposits increased to 2.23% in 2019 from 1.62% in 2018.

Borrowings



Borrowings are comprised of Federal Home Loan Bank ("FHLB") borrowings and
overnight funds purchased and are primarily used to fund asset growth not
supported by deposit generation. The average balance of other borrowed funds
increased by $2.0 million to $38.6 million for 2019 from an average balance of
$36.6 million for 2018 due to an increase in overnight borrowings in 2019 to
meet the need for funding of the Bank's loan growth. The average cost of other
borrowed funds increased 8 basis points to 2.36% for 2019 compared to 2.28% for
2018 because of the increase in short-term market interest rates.

Shareholders' Equity and Dividends



Shareholders' equity increased by $43.5 million, or 34.2%, to $170.6 million at
December 31, 2019 from $127.1 million at December 31, 2018. Book value per
common share was $16.74 at December 31, 2019 compared to $14.77 at December 31,
2018. The ratio of average shareholders' equity to total average assets was
10.76% and 10.48% for 2019 and 2018, respectively. The increase in shareholders'
equity from December 31, 2018 to December 31, 2019 was primarily the result of
the issuance of common stock in connection with the Shore Merger and net income
of $13.6 million, which was partially offset by dividends paid.

On December 19, 2018, both of the outstanding warrants were exercised and pursuant to the terms and conditions of the two warrants, the Company issued a net of 198,378 shares. No cash was received from the exercise of the warrants.



In lieu of cash dividends, the Company (and its predecessor, the Bank) declared
a stock dividend every year for the years 1992 through 2012 and paid such
dividends every year for the years 1993 through 2013. The Company declared two
stock dividends in 2015 and did not declare a stock dividend in 2014 or 2013. .
The Company began declaring and paying cash dividends in September 2016 and has
declared and paid a cash dividend each quarter since then. Most recently, the
Company paid a cash dividend of $0.09 per share of common stock on February 27,
2020, representing an increase of 20% compared to the dividend of $0.075 per
share of common stock paid on November 5, 2019. Although the Company intends to
continue to pay comparable cash dividends, the timing and the amount of the
payment of future cash dividends, if any, on the Company's common shares will be
at the discretion of the Company's Board of Directors and will be determined
after consideration of various factors, including the level of earnings, cash
requirements, regulatory capital and financial condition.


Federal banking regulations on the payment of dividends and the Company's
compliance with said regulations are discussed in Item 1 of this Form 10-K under
the section titled "Restrictions on Dividends and Redemption of Stock for the
Company and the Bank."


The Company's common stock is quoted on the Nasdaq Global Market under the symbol "FCCY."


                                       58
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The Company and the Bank are subject to various regulatory capital requirements
administered by the Federal Reserve Board and the FDIC. For information on
regulatory capital, see "Capital Adequacy of the Company and the Bank" in the
"Supervision and Regulation" section under Item 1. "Business" and Note 19,
"Regulatory Capital Requirements" of the Notes to Consolidated Financial
Statements.

The Company believes that its shareholders' equity and regulatory capital position are adequate to support the planned operations of the Company for the next 12 months.



Capital Resources

The Company and the Bank are subject to various regulatory capital requirements
administered by the Federal and state banking agencies. Failure to meet minimum
capital requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Company's and the Bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Company and the Bank must meet specific capital guidelines that
involve quantitative measures of the Company's and the Bank's assets,
liabilities and certain off-balance sheet items as calculated under regulatory
accounting practices. The Company's and the Bank's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios of
Common Equity Tier 1, Total and Tier I capital (as defined in the regulations)
to risk-weighted assets (as defined) and Tier I capital to average assets
(Leverage ratio, as defined). As of December 31, 2019, the Company and the Bank
met all capital adequacy requirements to which they are subject.

To be categorized as adequately capitalized, the Company and the Bank must
maintain minimum Common Equity Tier 1, Total capital to risk-weighted assets,
Tier 1 capital to risk-weighted assets and Tier I leverage capital ratios as set
forth in the below table. As of December 31, 2019, the Bank's capital ratios
exceeded the regulatory standards for well-capitalized institutions. Certain
bank regulatory limitations exist on the availability of the Bank's assets for
the payment of dividends by the Bank without prior approval of bank regulatory
authorities.

Federal regulatory capital adequacy requirements are discussed in Item 1 of this Form 10-K under the section titled "Capital Adequacy of the Company and the Bank."

The Company and Bank are also limited in paying dividends if they do not
maintain the necessary "capital conservation buffer" as discussed in Item 1 of
this Form 10-K under the sections titled "Capital Adequacy of the Company and
the Bank" and "Restrictions on Dividends and Redemption of Stock for the Company
and the Bank." As of December 31, 2019, the Company and the Bank maintained the
required capital conservation buffer of 2.5%.


                                       59
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The Company's and the Bank's regulatory capital ratios, excluding the impact of the capital conservation buffer, as of December 31, 2019 were as follows:


                                                                                       To Be Well Capitalized
                                                                                            Under Prompt
                                                               For Capital                   Corrective
                                     Actual                 Adequacy Purposes             Action Provisions

(Dollars in thousands)         Amount        Ratio          Amount         Ratio         Amount          Ratio
Company
Common Equity Tier 1         $ 133,046        9.70 %   $    61,604          4.50 %             N/A         N/A
Total capital to
risk-weighted assets           160,317       11.69 %       109,519          8.00 %             N/A         N/A
Tier 1 capital to
risk-weighted assets           151,046       11.01 %        82,139          6.00 %             N/A         N/A
Tier 1 leverage capital        151,046       10.56 %        57,245          4.00 %             N/A         N/A
Bank
Common Equity Tier 1         $ 150,725       10.99 %   $    61,579          4.50 %   $      88,948        6.50 %
Total capital to
risk-weighted assets           159,996       11.67 %       109,474          8.00 %         136,843       10.00 %
Tier 1 capital to
risk-weighted assets           150,725       10.99 %        82,106          6.00 %         109,474        8.00 %
Tier 1 leverage capital        150,725       10.54 %        57,222          4.00 %          71,528        5.00 %



At December 31, 2019, the Company and the Bank met all the regulatory capital
adequacy requirements to which they were subject and were classified as "well
capitalized" under the regulatory framework for prompt corrective action.
Management believes that no conditions or events have occurred since December
31, 2019 that would materially adversely change the Company's or the Bank's
capital classifications. Management believes that the Company's and the Bank's
capital resources are adequate to support the Company's and the Bank's current
strategic and operating plans. The Company and the Bank do not expect any
material changes in the mix and relative cost of their capital resources in
2020.

On September 17, 2019, the federal banking agencies adopted a final rule,
effective January 1, 2020, creating a CBLR framework for institutions with total
consolidated assets of less than $10 billion and that meet other qualifying
criteria. The CBLR framework provides for a simpler measure of capital adequacy
for qualifying institutions. Qualifying institutions that elect to use the CBLR
framework and that maintain a leverage ratio of greater than 9% will be
considered to have satisfied the generally applicable risk-based and leverage
capital requirements in the federal banking agencies' capital rules and to have
met the "well capitalized" ratio requirements. Management is still reviewing the
CBLR framework, but does not expect that the Company or the Bank will elect to
use the framework. A further discussion of the CBLR framework is provided in
Item 1 of this Form 10-K under the section titled "Capital Adequacy of the
Company and the Bank."

The Company and the Bank do not have material commitments for capital expenditures at December 31, 2019. Any non-material commitments for capital expenditures are in the ordinary course of business and will be funded through cash flow from operations in 2020.

Off-Balance Sheet Arrangements and Contractual Obligations



In the normal course of business the Company enters into various transactions
that, in accordance with U.S. GAAP, are not included on the balance sheet. The
Company issues off-balance sheet financial instruments in connection with its
lending activities and to meet the financing needs of its customers. These
financial instruments include commitments to fund loans, lines of credit and
commercial and standby letters of credit. These instruments carry various
degrees of credit risk and market risk, which are essentially the same risks
involved in extending loans. The Company generally follows the same credit and
collateral policies in making these commitments and conditional obligations as
it does for instruments recorded on the Company's consolidated balance sheet.
Many of these commitments and conditional obligations are expected to expire
without being drawn, and the contractual amounts do not necessarily represent
future cash requirements. These off-balance sheet arrangements have not had and
are not reasonably likely to have a current or future material effect on the
Company's financial position, revenues, expenses, results of operations,
liquidity, capital expenditures or capital resources.


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The financial instrument commitments at December 31, 2019 were as follows:


                                 Less than One       One to           Three to        Over Five
(In thousands)                       Year          Three Years       Five Years         Years          Total
Commercial and standby letters
of credit                        $     4,290     $           -     $          -     $         -     $   4,290
Commitments to fund loans             54,325               180               44               -        54,549
Commitments to extend credit         233,756            31,998            6,260          54,456       326,470
Commitments to sell residential
loans                                 14,964                 -                -               -        14,964
Total                            $   307,335     $      32,178     $      6,304     $    54,456     $ 400,273

Commercial and standby letters of credit



Letters of credit are conditional commitments issued by the Company to guarantee
the performance of a specified financial obligation of a customer to a third
party. In the event that the customer does not perform in accordance with the
terms of the agreement with the third party, the Company would be required to
fund the commitment. The maximum potential future payments that the Company
could be required to make was $4.3 million at December 31, 2019.

Commitments to fund loans



Commitments to fund loans are legally binding loan commitments with set
expiration dates and specified interest rates as well as for specific purposes.
These loan commitments are intended to be disbursed, subject to the satisfaction
of certain conditions, upon the request of the borrower.

Commitments to extend credit



The Company issues lines of credit to commercial businesses, to owners of
commercial real estate, for the construction or acquisition of real estate
properties and to consumers for home equity and personal expenditures. Many of
these commitments may not be drawn but are available to the borrower under the
terms of the loan agreement.

Commitments to sell residential loans

The Company enters into best efforts forward sales commitments to sell residential mortgage loans that it has closed (loans held for sale), or it expects to close (commitments to originate loans to be sold). These commitments are utilized to reduce the Company's market price risk from the date of commitment to the date of sale. The notional amount of the forward sales commitments was approximately $15.0 million at December 31, 2019.

The following table presents additional information regarding the Company's outstanding contractual obligations as of December 31, 2019:


                                                               Payments Due by Period
                                 Less than One       One to           Three to       More than Five
(In thousands)                       Year          Three Years       Five Years           Years            Total
Operating leases                 $     1,663     $       3,169     $      2,195     $         1,866     $   8,893
Borrowed funds and subordinated
debentures                            92,050                 -                -              18,557       110,607
Certificates of deposit              252,050            83,191            2,141                   -       337,382
Retirement benefit obligation
projected                              4,719                 -                -                   -         4,719

Total contractual obligations: $ 350,482 $ 86,360 $ 4,336 $ 20,423 $ 461,601





Liquidity

At December 31, 2019, the amount of liquid assets held by the Company remained
at a level management deemed adequate to ensure that contractual liabilities,
depositors' withdrawal requirements and other operational and customer credit
needs could be satisfied.


                                       61

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Liquidity management refers to the Company's ability to support asset growth
while satisfying the borrowing needs and deposit withdrawal requirements of its
customers. In addition to maintaining liquid assets, factors such as capital
position, profitability, asset quality and availability of funding affect a
bank's ability to meet its liquidity needs. On the asset side, liquid funds are
maintained in the form of cash and cash equivalents, federal funds sold,
deposits at the Federal Reserve Bank, investment securities held to maturity
maturing within one year, securities available for sale and loans held for
sale. Additional asset-based liquidity is derived from scheduled loan repayments
as well as investment repayments of principal and interest from mortgage-backed
securities. On the liability side, the primary source of liquidity is the
ability to generate core deposits. Short-term and long-term borrowings are used
as supplemental funding sources when growth in the core deposit base does not
keep pace with that of earnings assets.

The Company has established a borrowing relationship with the FHLB, which
further supports and enhances liquidity. During 2010, the FHLB replaced its
Overnight Line of Credit and One-Month Overnight Repricing Line of Credit
facilities available to member banks with a fully secured line of up to 50
percent of a bank's quarter-end total assets. Under the terms of this facility,
the Bank's total credit exposure to the FHLB cannot exceed 50 percent, or $793.0
million, of its total assets at December 31, 2019. In addition, the aggregate
outstanding principal amount of the Bank's advances, letters of credit, the
dollar amount of the FHLB's minimum collateral requirement for off balance sheet
financial contracts and advance commitments cannot exceed 30 percent of the
Bank's total assets, unless the Bank obtains approval from the FHLB's Board of
Directors or its Executive Committee. These limits are further restricted by a
member bank's ability to provide eligible collateral to support its obligations
to the FHLB, as well as a member bank's ability to meet the FHLB's stock
requirement. A December 31, 2019 and December 31, 2018, the Bank pledged
approximately $308.5 million and $270.9 million of loans, respectively, to
support the FHLB borrowing capacity. At December 31, 2019 and December 31, 2018,
the Bank had available borrowing capacity of $160.7 million and $131.2 million,
respectively, at the FHLB of New York. The Bank also maintains unsecured federal
funds lines of $46.0 million with two correspondent banks, of which $25.0
million was available at December 31, 2019.

The Consolidated Statements of Cash Flows present the changes in cash from operating, investing and financing activities. At December 31, 2019, the balance of cash and cash equivalents was $14.8 million.



Net cash provided by operating activities totaled $13.3 million for the year
ended December 31, 2019 compared to net cash provided by operating activities of
$17.3 million for the year ended December 31, 2018. The primary source of funds
was net income from operations, adjusted for activity related to loans
originated for sale, the provision for loan losses, depreciation expense and net
amortization of premiums on securities. Cash was used in operations primarily
for originating loans held for sale. The decrease in net cash provided by
operating activities was due primarily to net cash used in the origination and
sale of loans totaling $2.9 million in 2019 compared to $1.2 million of cash
provided by the origination and sale of loans in 2018. $2.5 million of cash was
used to reduce accrued expenses and other liabilities in 2019.

Net cash used in investing activities totaled $109.9 million for the year ended
December 31, 2019 compared to $9.9 million for the year ended December 31,
2018. The cash used in lending activities was $127.1 million in 2019 compared to
$19.8 million in 2018. The cash provided by investment activities was $7.8
million in 2019 compared to $12.9 million in 2018.

Net cash provided by financing activities totaled $94.7 million for the year
ended December 31, 2019 compared to net cash used in financing activities of
$9.3 million for the year ended December 31, 2018. The net cash provided by
financing activities in 2019 was due primarily to the net increase in deposits
and short-term borrowings, which was used in funding the lending activity. The
Company paid dividends totaling $2.6 million in 2019 compared to $2.1 million in
2018.

The investment securities portfolios are also a source of liquidity, providing
cash flows from maturities and periodic repayments of principal. For the year
ended December 31, 2019, sales, repayments and maturities of investment
securities totaled $58.0 million compared to $55.9 million in 2018. Another
source of liquidity is the loan portfolio, which provides a flow of payments and
maturities.

Management believes that the Company's liquidity position is adequate to service the needs of its borrowers and depositors and provide for its planned operations.

Interest Rate Sensitivity Analysis



The largest component of the Company's total income is net interest income and
the majority of the Company's financial instruments are composed of interest
rate sensitive assets and liabilities with various terms and maturities. The
primary objective of management is to maximize net interest income while
minimizing interest rate risk. The Company's assets consist primarily of
floating rate construction loans, commercial lines of credit and fixed rate
commercial real estate loans and its liabilities consist primarily of
deposits. Interest rate risk is derived from timing differences and the
magnitude of relative changes in the repricing

                                       62
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of assets and liabilities, loan prepayments, deposit withdrawals and differences
in lending and funding rates. Management actively seeks to monitor and control
the mix of interest rate sensitive assets and liabilities.

The following table sets forth certain information relating to the Company's
financial instruments that are sensitive to changes in interest rates,
categorized by expected maturity or repricing of such instruments, at
December 31, 2019.
                                      Interest Sensitivity Period                   Total Within      One Year to         Over         Non-interest
(In thousands)            30 Day         90 Day        180 Day        365 Day         One Year         Five Years      Five Years        Sensitive          Total
Assets :
Cash and due from
banks                  $   12,176     $        -     $        -     $        -     $      12,176     $          -     $         -     $       2,666     $    14,842
Federal funds sold              -              -              -              -                 -                -               -                 -               -
Investment
securities                 50,475         21,932         12,011         22,701           107,119           93,400          25,025             6,858         232,402
Loans held for sale         5,927              -              -              -             5,927                -               -                 -           5,927
Loans, net of
allowance for loan
losses                    521,744         33,910         43,390         95,680           694,724          465,353          42,763            13,188       1,216,028
Other assets                    -              -              -              -                 -                -               -           117,063         117,063
                       $  590,322     $   55,842     $   55,401     $  118,381     $     819,946     $    558,753     $    67,788     $     139,775     $ 1,586,262
Liabilities and
Equity:
Demand deposits -
non-interest bearing   $        -     $        -     $        -     $        -     $           -     $          -     $         -     $     287,555     $   287,555
Demand deposits -
interest bearing          189,640              -              -              -           189,640          159,460          44,292                 -         393,392
Savings deposits          134,996              -              -             58           135,054           72,201          51,778                 -         259,033
Certificates of
deposits                   19,750         50,140         80,878        101,282           252,050           85,332               -                 -         337,382
Borrowings                 92,050              -              -              -            92,050                -               -                 -          92,050
Redeemable
subordinated
debentures                      -         18,000              -              -            18,000                -               -               557          18,557
Non-interest-bearing
sources                         -              -              -              -                 -                -               -           198,293         198,293
                       $  436,436     $   68,140     $   80,878     $ 

101,340     $     686,794     $    316,993     $    96,070     $     486,405     $ 1,586,262

Asset (Liability)
Sensitivity Gap :
Period Gap             $  153,886     $  (12,298 )   $  (25,477 )   $   

17,041 $ 133,152 $ 241,760 $ (28,282 ) $ (346,630 )

             -
Cumulative Gap         $  153,886     $  141,588     $  116,111     $  133,152     $     133,152     $    374,912     $   346,630                 -               -
Cumulative Gap to
Total Assets                  9.7 %          8.9 %          7.3 %          8.4 %             8.4 %           23.6 %          21.9 %               -               -



Under the Company's interest rate risk policy established by its Board of
Directors, quantitative guidelines have been established with respect to the
Company's interest rate risk and how interest rate shocks are projected to
affect the Company's net interest income and economic value of equity
("EVE"). The Company engages the services of an outside consultant to assist
with the measurement and analysis of interest rate risk. The Company uses a
combination of analyses to monitor its exposure to changes in interest rates.
The EVE analysis is a financial model that estimates the change in EVE over a
range of instantaneously shocked interest rate scenarios. EVE is the discounted
present value of expected cash flows from assets, liabilities and off-balance
sheet contracts. In calculating changes in EVE, assumptions estimating loan
prepayment rates, reinvestment rates and deposit decay rates that seem most
likely based on historical experience during prior interest rate changes are
employed. The net interest income simulation uses data derived from an asset and
liability analysis and applies several elements, including actual interest rate
indices and margins, contractual limitations and the U.S. Treasury yield curve
as of the balance sheet date. The financial model uses immediate parallel yield
curve shocks (in both directions) to determine possible changes in net interest
income as if the theoretical rate shocks occurred. The EVE analysis and net
interest income simulation model results are presented quarterly to the
Asset/Liability Committee of the Board of Directors.Summarized below are the
projected effects of a parallel shift of

                                       63
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increases of 200 and 300 basis points, respectively, and a decrease of 200 basis points in market rates on the Company's net interest income and EVE.


                                                                                     Next 12 Months
Change in Interest Rates          Economic Value of Equity (2)                     Net Interest Income
Basis Point (bp) (1)           Dollar          Dollar      Percentage      Dollar        Dollar      Percentage
(Dollars in thousands)         Amount          Change        Change        Amount        Change        Change
 +300 bp                   $   205,647       $  (5,573 )      (2.64 )%   $  60,187     $   3,547         6.26  %
 +200 bp                       208,882          (2,338 )      (1.11 )%      59,071         2,431         4.29  %
0 bp                           211,220               -            -         56,640             -            -
-200 bp                        201,629          (9,591 )      (4.54 )%      54,965        (1,675 )      (2.96 )%



(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.



The above table indicates that, as of December 31, 2019, in the event of a 200
basis point increase in interest rates, the Company would be expected to
experience a 1.11% decrease in EVE and a $2.4 million, or 4.29%, increase in net
interest income over the next twelve months. As of December 31, 2019, in the
event of a 200 basis points decrease in interest rates, the Company would be
expected to experience a $9.6 million, or 4.54% decrease in EVE and a $1.7
million, or 2.96% decrease in net interest income. This data does not reflect
any future actions that management may take in response to changes in interest
rates, such as changing the mix of assets and liabilities, which could change
the results of the EVE and net interest income calculations.

Certain shortcomings are inherent in any methodology used in the above interest
rate risk measurements. Modeling changes in EVE and net interest income require
certain assumptions that may or may not reflect the manner in which actual
yields and costs respond to changes in market interest rates. In this regard,
the estimated EVE and net interest income presented above assumes that the
composition of the Company's interest-rate sensitive assets and liabilities
existing at the beginning of a period remains constant over the period being
measured and, accordingly, the data does not reflect any actions that the
Company may take in response to changes in interest rates. The estimates also
assume a particular change in interest rates is reflected uniformly across the
yield curve regardless of the duration to maturity or the repricing
characteristics of specific assets and liabilities. Although the estimated EVE
and net interest income provide an indication of the Company's sensitivity to
interest rate changes at a particular point in time, such measurement is not
intended to and does not provide a precise forecast of the effects of changes in
market interest rates on the Company's EVE and net interest income and will
differ from actual results.

On July 27, 2017, the FCA, a regulator of financial services firms in the United
Kingdom, announced that it intends to stop persuading or compelling banks to
submit LIBOR rates after 2021. The FCA and submitting LIBOR banks have indicated
they will support the LIBOR indices through 2021 to allow for an orderly
transition to an alternative reference rate. In the United States, efforts to
identify a set of alternative U.S. dollar reference interest rates include
proposals by the Alternative Reference Rates Committee of the Federal Reserve
Board. Other financial services regulators and industry groups are evaluating
the possible phase-out of LIBOR and the development of alternate reference rate
indices or reference rates. Some of our assets and liabilities are indexed to
LIBOR. We are evaluating the potential impact of the possible replacement of the
LIBOR benchmark interest rate, but are not able to predict whether LIBOR will
cease to be available after 2021, whether the alternative rates the Federal
Reserve Board proposes to publish will become market benchmarks in place of
LIBOR, or what the impact of such a transition will have on our business,
financial condition, or results of operations. Reform of, or the replacement or
phasing out of, LIBOR and proposed regulation of LIBOR and other "benchmarks"
may materially adversely affect the amount of interest paid on any LIBOR-based
loans, investment securities and borrowings of the Company and the Company's
business, financial condition and results of operations.

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