UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-32891
1st Constitution Bancorp
(Exact name of registrant as specified in its charter)
New Jersey 22-3665653
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization
2650 Route 130, P.O. Box 634, Cranbury, NJ 08512
(Address of principal executive officers) (Zip Code)
(609) 655-4500
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subjected to
such filing requirements for the past 90 days.
[ X ] Yes [ ] No
As of October 29, 2002 there were 1,402,075 shares of common stock, no par value
outstanding.
Transitional Small Business Disclosure Format
[ ] Yes [ X ] No
1
1st Constitution Bancorp
FORM 10-QSB
INDEX
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements and Notes to 3
Consolidated Financial Statements
ITEM 2 - Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
ITEM 4 - Controls and Procedures 20
PART II - OTHER INFORMATION
SIGNATURES 22
2
1ST CONSTITUTION BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
September 30, December 31,
2002 2001
------------- -------------
ASSETS
CASH AND DUE FROM BANKS $ 10,571,156 $ 8,173,550
FEDERAL FUNDS SOLD / SHORT-TERM INVESTMENTS 16,265,353 13,754,664
------------- -------------
Total cash and cash equivalents 26,836,509 21,928,214
------------- -------------
SECURITIES:
Available for sale, at market value 80,596,847 61,605,057
Held to maturity (market value of $5,687,146 and $6,103,760
in 2002 and 2001, respectively) 5,367,030 6,034,927
------------- -------------
Total securities 85,963,877 67,639,984
------------- -------------
LOANS HELD FOR SALE 4,847,217 7,158,950
------------- -------------
LOANS 140,443,133 124,937,483
Less- Allowance for loan losses (1,607,260) (1,414,495)
------------- -------------
Net loans 138,835,873 123,522,988
------------- -------------
PREMISES AND EQUIPMENT, net 1,261,199 998,744
ACCRUED INTEREST RECEIVABLE 1,165,530 1,047,670
OTHER ASSETS 456,539 886,913
------------- -------------
Total assets $ 259,366,744 $ 223,183,463
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits
Non-interest bearing $ 38,627,224 $ 32,633,895
Interest bearing 171,530,464 151,630,901
------------- -------------
Total deposits 210,157,688 184,264,796
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 4,140,846 3,808,183
OTHER BORROWINGS 15,500,000 15,500,000
COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED CAPITAL
SECURITIES OF A SUBSIDIARY TRUST HOLDING SOLELY JUNIOR
SUBORDINATED DEBENTURES OF THE COMPANY 5,000,000 0
ACCRUED INTEREST PAYABLE 1,271,367 1,557,392
ACCRUED EXPENSES AND OTHER LIABILITIES 2,378,088 620,148
------------- -------------
Total liabilities 238,447,989 205,750,519
------------- -------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, no par value; 15,000,000 shares authorized;
1,410,532 and 1,404,895 shares issued and 1,402,275 and
1,398,395 outstanding as of September 30, 2002 and December
31, 2001, respectively 15,241,618 15,198,339
Retained earnings 4,226,499 2,360,437
Treasury Stock, shares at cost (8,257 shares and 6,500 shares at September
30, 2002 and December 31, 2001, respectively) (125,663) (83,190)
Accumulated other comprehensive income (loss) 1,576,301 (42,642)
------------- -------------
Total shareholders' equity 20,918,755 17,432,944
------------- -------------
Total liabilities and shareholders' equity $ 259,366,744 $ 223,183,463
============= =============
See accompanying notes to consolidated financial statements.
3
1ST CONSTITUTION BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended Nine months ended
September 30, September 30,
--------------------------- ---------------------------
INTEREST INCOME 2002 2001 2002 2001
----------- ----------- ----------- -----------
Interest on loans $ 2,611,140 $ 2,690,416 $ 7,547,100 $ 7,977,041
Interest on securities
Taxable 974,799 950,996 2,761,187 2,869,919
Tax-exempt 37,952 39,841 113,114 118,690
Interest on Federal funds sold and
short-term investments 53,720 87,573 171,361 222,021
----------- ----------- ----------- -----------
Total interest income 3,677,611 3,768,826 10,592,762 11,187,671
----------- ----------- ----------- -----------
INTEREST EXPENSE
Interest on deposits 1,005,670 1,447,247 3,009,556 4,379,891
Interest on securities sold under agreement
to repurchase and other borrowed funds 238,397 251,230 694,898 806,276
Interest on trust preferred securities 76,864 -- 145,120 --
----------- -----------
Total interest expense 1,320,931 1,698,477 3,849,574 5,186,167
----------- ----------- ----------- -----------
Net interest income 2,356,680 2,070,349 6,743,188 6,001,504
Provision for loan losses 60,000 60,000 180,000 180,000
----------- ----------- ----------- -----------
Net interest income after provision for
loan losses 2,296,680 2,010,349 6,563,188 5,821,504
----------- ----------- ----------- -----------
NON-INTEREST INCOME
Service charges on deposit accounts 119,632 110,217 363,113 296,777
Gain on sale of loans held for sale 191,281 219,280 758,964 498,208
Gain on sale of securities -- 5,352 -- 5,352
Other income 65,934 75,704 185,328 218,004
----------- ----------- ----------- -----------
Total non-interest income 376,847 410,553 1,307,405 1,018,341
----------- ----------- ----------- -----------
NON-INTEREST EXPENSE
Salaries and employee benefits 842,752 773,020 2,544,921 2,288,604
Occupancy expense 183,815 189,720 552,840 547,998
Other operating expenses 536,391 551,314 1,742,668 1,511,053
----------- ----------- ----------- -----------
Total non-interest expense 1,562,958 1,514,054 4,840,429 4,347,655
----------- ----------- ----------- -----------
Income before income taxes 1,110,569 906,848 3,030,164 2,492,190
Income taxes 420,745 329,160 1,118,058 903,143
----------- ----------- ----------- -----------
Net income $ 689,824 $ 577,688 $ 1,912,106 $ 1,589,047
----------- ----------- ----------- -----------
NET INCOME PER SHARE
Basic $ 0.49 $ 0.41 $ 1.36 $ 1.13
Diluted $ 0.47 $ 0.40 $ 1.31 $ 1.10
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 1,402,510 1,398,351 1,400,896 1,399,872
Diluted 1,460,917 1,443,437 1,459,303 1,444,958
See accompanying notes to consolidated financial statements
4
1ST CONSTITUTION BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended September 30,
------------------------------
2002 2001
------------ ------------
OPERATING ACTIVITIES:
Net income $ 1,912,106 $ 1,589,047
Adjustments to reconcile net income
to net cash provided by operating activities-
Provision for loan losses 180,000 180,000
Depreciation and amortization 239,915 166,898
Net amortization on securities 219,638 8,673
Gain on sale of loans held for sale (758,964) (498,208)
Originations of loans held for sale (41,813,269) (41,942,496)
Proceeds from sales of loans held for sale 44,883,966 40,198,216
Increase in accrued interest receivable 117,860 96,617
Decrease in other assets 1,703,750 292,893
(Decrease) increase in accrued interest payable (286,025) 112,838
Increase in accrued expenses and other liabilities 1,757,940 288,625
------------ ------------
Net cash provided by operating activities 8,156,917 487,751
============ ============
INVESTING ACTIVITIES:
Purchases of securities -
Available for sale (41,456,000) (31,162,155)
Held to maturity (305,523) (2,829,268)
Proceeds from maturities and prepayments of securities -
Available for sale 22,316,391 17,775,401
Held to maturity 966,211 5,085,603
Proceeds from sales of securities available for sale -- 2,898,728
Net increase in loans (15,492,886) (14,061,915)
Capital expenditures (502,370) (177,131)
------------ ------------
Net cash used in investing activities (34,474,177) (22,470,737)
============ ============
FINANCING ACTIVITIES:
Net increase in demand, savings and time deposits 25,892,892 34,467,778
Net increase in securities sold under agreements to repurchase 332,663 5,291,270
Proceeds from issuance of trust preferred securities 5,000,000 --
------------ ------------
Net cash provided by financing activities 31,225,555 39,759,048
============ ============
Increase in cash and cash equivalents 4,908,295 17,776,062
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 21,928,214 7,539,966
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,836,509 $ 25,316,028
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for -
Interest $ 4,135,599 $ 5,073,329
Income taxes $ 1,193,980 $ 1,179,600
============ ============
See accompanying notes to consolidated financial statements.
5
1ST CONSTITUTION BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited Consolidated Financial Statements herein have
been prepared by 1st Constitution Bancorp (the "Company"), in accordance
with accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements have been condensed or omitted pursuant
to such rules and regulations. These consolidated Financial Statements
should be read in conjunction with the audited financial statements and
the notes thereto.
In the opinion of the Company, all adjustments (consisting only of normal
recurring accruals) which are necessary for a fair presentation of the
operating results for the interim periods have been included. The results
of operations for periods of less than a year are not necessarily
indicative of results for the full year.
Certain reclassifications have been made to the prior years' financial
statements to conform with the classifications used in 2002.
(2) NET INCOME PER COMMON SHARE
Basic net income per common share is computed by dividing net income by
the weighted average number of shares outstanding during each period.
Diluted net income per common share is computed by dividing net income by
the weighted average number of shares outstanding, as adjusted for the
assumed exercise of potential common stock options, using the treasury
stock method. Potential shares of common stock resulting from stock option
agreements totaled 58,407 for the three-month and nine-month periods ended
September 30, 2002 and 45,086 for the same periods at September 30, 2001,
respectively. All share amounts have been restated for the effect of a 5%
stock dividend declared in 2001.
(3) RECENT ACCOUNTING PRONOUNCEMENT
In October, 2002, the FASB issued Statement No. 147, Acquisitions of
Certain Financial Institutions- an amendment to FASB Statements No. 72 and
144 and FASB Interpretation No. 9. This Statement removes acquisitions of
financial institutions from the scope of both Statement 72 and
Interpretation 9 and requires that those transactions be accounted for in
accordance with FASB Statements No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets. The provisions of Statement No.
147 that relate to the application of the purchase method of accounting
apply to all acquisitions of financial institutions, except transactions
between two or more mutual enterprises.
Statement No. 147 clarifies that a branch acquisition that meets the
definition of a business should be accounted for as a business
combination, otherwise the transaction should be accounted for as an
acquisition of net assets that does not result in the recognition of
goodwill. The provisions of Statement No. 147 are effective October 1,
2002. Management does not anticipate that the adoption of SFAS 147 will
have a significant impact on the Company's consolidated financial
statements
6
ITEM 2 --- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion of the operating results and financial condition at
September 30, 2002 is intended to help readers analyze the accompanying
financial statements, notes and other supplemental information contained in this
document. Results of operations for the three and nine-month periods ended
September 30, 2002 are not necessarily indicative of results to be attained for
any other period.
General
1st Constitution Bancorp (the "Company"), a bank holding company, was
incorporated in February 1999 for the purpose of becoming the parent holding
company of 1st Constitution Bank (the "Bank"), a full service commercial bank
which began operations in August 1989. 1st Constitution Capital Trust I, a
subsidiary of the Company, was created to issue trust preferred securities to
assist the Company to raise additional regulatory capital. The Bank operates 6
branches and has 2 subsidiaries, 1st Constitution Investment Company, which
manages an investment portfolio and FCB Assets Holdings, Inc., which is used by
the Bank to manage and dispose of repossessed property/real estate.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Such statements are not
historical facts and include expressions about our confidence and strategies and
our expectations about new and existing programs and products, relationships,
opportunities, technology and market conditions. These statements may be
identified by such forward-looking terminology as "expect", "believe",
"anticipate", or by expressions of confidence such as "continuing" or "strong"
or similar statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties. These include, but are not
limited to, expected cost savings not being realized or not being realized
within the expected time frame; income or revenues being lower than expected or
operating costs higher; competitive pressures in the banking or financial
services industries increasing significantly; business disruption related to
program implementation or methodologies; weakening of general economic
conditions nationally or in New Jersey; changes in legal and regulatory barriers
and structures; and unanticipated occurrences delaying planned programs or
initiatives or increasing their costs or decreasing their benefits, as well as
other risks and uncertainties detailed from time to time in filings of the
Company with the U.S. Securities and Exchange Commission. Actual results may
differ materially from such forward-looking statements. The Company assumes no
obligation for updating any such forward-looking statements at any time.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
Summary
The Company realized net income of $689,824 for the three months ended September
30, 2002 as compared to $577,688 reported for the same period in 2001. Net
income per diluted share was $0.47 for the three months ended September 30, 2002
compared to $0.40 per diluted share for the same period of the prior year.
7
EARNINGS ANALYSIS
Interest Income
Interest income for the quarter ended September 30, 2002 was $3,677,611, a
decrease of $91,215 from the $3,768,826 reported in the same period of 2001.
This decrease is primarily attributable to the declining interest rate
environment that existed throughout 2001 and continued into the third quarter of
2002. For the three months ended September 30, 2002, average interest earning
assets increased $29,718,891 or 14.5%, compared with the same period in 2001.
For the three months ended September 30, 2002, the average yield on earning
assets decreased 108 basis points to 6.23% from 7.31% for the same period last
year.
Interest Expense
Interest expense for the quarter ended September 30, 2002 was $1,320,931, a
decrease of $377,546 from $1,698,477 reported in the same period last year. The
average cost of interest bearing liabilities decreased 126 basis points to 2.83%
for the current quarter of 2002 from 4.09% for the same period last year,
primarily as a result of a decrease in rates paid on deposits and short-term
borrowed funds. Total average interest bearing liabilities increased by
$20,298,218 for the current quarter of 2002 compared to the same period in 2001.
Net Interest Income
The net effect of the changes in interest income and interest expense for the
three months ended September 30, 2002 compared to the prior year period was an
increase of $286,331 in net interest income. For the three months ended
September 30, 2002, the net interest margin, on a fully taxable equivalent
basis, remained relatively stable, decreasing by 2 basis points from the same
period last year. The stable net interest margin was primarily the result of
management's ability to structure the Company's interest bearing liabilities to
keep pace with the repricing of interest earning assets in the decreasing rate
environment that has continued through the first nine months of 2002.
Provision for Loan Losses
For the three months ended September 30, 2002 and September 30, 2001, the
provision for loan losses was $60,000. The comparable provisions were the result
of stable loan portfolio growth combined with lower levels of non-performing
loans. The amount of the loan loss provisions and the level of the allowance for
loan losses are critical accounting policies of the Company and are based upon a
number of factors including Management's evaluation of potential losses in the
portfolio after consideration of appraised collateral values, financial
conditions and past credit history of the borrowers as well as prevailing
economic conditions.
Non-Interest Income
For the three months ended September 30, 2002, compared to the same period of
2001, total non-interest income decreased $33,706 or 8.2%, to $376,847 compared
to $410,553. The decrease was due primarily to decreases of $27,999 in gains on
sale of loans held for sale and $9,770 in other income. These decreases were
partially offset by a modest increase in service charges on deposit accounts of
$9,415. The declining interest rate environment that existed in 2001 and
continued into the first nine months of 2002 greatly fueled the volume of
mortgage loan originations and
8
subsequent secondary market mortgage loan sales. The volume of secondary market
sales, although slightly lower than second quarter 2001 volume, remained strong
in the first none months of 2002.
Non-Interest Expense
For the three months ended September 30, 2002, non-interest expense increased
$48,904, or 3.2%, from the same period last year. Salaries and employee benefits
increased $69,732 compared to the prior year period primarily due to increased
staffing levels to manage the continuing growth of the Company plus normal
salary increases. The Occupancy expense and Other operating expenses components
remained at relatively consistent levels. Occupancy expense decreased $5,905 and
other expenses also decreased $14,923 when compared to prior period balances.
An important industry productivity measure is the efficiency ratio. The
efficiency ratio is calculated by dividing total operating expenses by net
interest income and other income. An increase in the efficiency ratio indicates
that more resources are being utilized to generate the same or greater volume of
income, while a decrease would indicate a more efficient allocation of
resources. The Company's efficiency ratio improved for the quarter ended
September 30, 2002 to 57.2% compared to 61.0% for the quarter ended September
30, 2001.
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
Summary
The Company realized net income of $1,912,106 for the nine months ended
September 30, 2002, an increase of 20.3% over the $1,589,047 for the same period
in 2001. Net income per diluted share was $1.31 for the nine months ended
September 30, 2002 compared to $1.10 per diluted share for the prior year.
EARNINGS ANALYSIS
Interest Income
For the first nine months of 2002, total interest income was $10,592,762, a
decrease of 5.3% compared to total interest income of $11,187,671 for the same
period in 2001. The following table sets forth the Company's consolidated
average balances of assets, liabilities and shareholders' equity as well as
interest income and expense on related items, and the Company's average rate for
the nine month periods ended September 30, 2002 and 2001.
9
AVERAGE BALANCE SHEETS WITH RESULTANT INTEREST AND RATES
-----------------------------------------------------------------------------------------------------------------------
(yields on a tax-equivalent basis) Nine months ended September 30, 2002 Nine months ended September 30, 2001
----------------------------------------- --------------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------------ ---------- ------- ------------ ---------- --------
ASSETS:
Federal Funds Sold/Short-Term
Investments $ 12,665,594 $ 171,361 1.81% $ 7,205,035 $ 222,021 4.12%
Securities:
U.S. Treasury Bonds -- -- 0.00% 217,780 8,407 5.16%
Collateralized Mortgage
Obligations/
Mortgage Backed Securities 73,087,700 2,761,187 5.04% 61,012,875 2,861,512 6.25%
States and Political
Subdivisions 3,196,932 167,408 6.98% 3,3394904 175,661 7.01%
------------ ---------- ------- ------------ ---------- --------
Total 76,284,632 2,928,595 5.12% 64,570,559 3,045,580 6.29%
Loan Portfolio:
Commercial 26,587,012 1,591,525 8.00% 23,938,344 1,989,162 11.11%
Installment 14,165,768 841,878 7.95% 14,959,559 896,547 8.01%
Commercial Mortgages and
Construction Wholesale 66,216,955 3,439,061 6.94% 56,037,293 3,337,293 7.96%
Residential Mortgages and
Construction Retail 18,311,111 998,216 7.29% 19,760,471 1,170,384 7.92%
All Other Loans 7,941,081 676,421 10.90% 7,505,076 583,406 10.07%
------------ ---------- ------- ------------ ---------- --------
Total 133,221,927 7,547,101 7.57% 122,200,743 7,977,042 8.73%
TOTAL INTEREST-EARNING ASSETS 222,172,153 10,647,057 6.41% 193,976,337 11,244,643 7.75%
======= ========
Allowance for Loan Losses (1,524,801) (1,230,194)
Cash and Due From Bank 8,320,703 6,345,315
Other Assets 3,197,888 3,055,933
------------ ------------
TOTAL ASSETS $232,165,943 $202,147,391
============ ============
Interest-Bearing Liabilities:
Money Market and NOW Accounts $ 65,373,881 $ 725,325 1.48% $ 35,394,744 $ 977,598 2.64%
Savings Accounts 12,861,217 142,760 1.48% 10,592,749 194,189 2.45%
Certificates of Deposit 55,555,309 1,652,680 3.98% 51,886,702 2,263,289 5.83%
Certificates of Deposit of
$100,000 and Over 17,718,921 488,791 3.69% 24,415,922 944,814 5.17%
Federal Funds Purchased/Other
Borrowed Funds 19,510,736 694,898 4.76% 31,795,081 806,276 4.56%
Trust Preferred Securities 3,168,498 145,120 6.02% -- -- 0.00%
------------ ---------- ------- ------------ ---------- --------
TOTAL INTEREST-BEARING LIABILITIES 174,188,562 3,849,574 2.95% 154,085,198 5,186,166 4.50%
========== ======= ========== ========
NET INTEREST SPREAD 3.45% 3.25%
======= ========
Demand Deposits 36,165,237 29,534,199
Other Liabilities 3,226,972 2,591,297
------------ ------------
Total Liabilities 213,580,771 186,210,694
Shareholders' Equity 18,585,172 15,936,697
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 232,165,943 202,147,391
============ ============
NET INTEREST MARGIN $6,797,483 4.09% $6,058,477 4.18%
========== ======= ========== ========
The current year decrease in interest income was the result of lower yields
earned on the securities and loan portfolios despite the higher current period
average balances on these portfolios. Average loans increased $11,021,184, or
9.0% while the yield on the portfolio decreased 116 basis points to 7.57% from
8.73%. The lower loan yield reflected the lower interest rate environment that
existed throughout 2001 and continued into the third quarter of 2002.
Average securities increased $11,714,073, or 18.1%, while the yield on the
securities portfolio decreased 117 basis points to 5.12% from 6.29%.
Overall, the yield on the Company's total interest-earning assets decreased 134
basis points to 6.41% for the nine months ended September 30, 2002 from the
7.75% for the same period in 2001.
10
Interest Expense
Total interest expense for the nine months ended September 30, 2002 was
$3,849,574, a decrease of 25.8% compared to $5,186,167 for the same period in
2001. The decrease in interest expense for the current period resulted primarily
from the impact of higher levels of interest-bearing liabilities priced at a
significantly lower market interest rate level. The average rate paid on
interest bearing liabilities for the nine months ended September 30, 2002
decreased 155 basis points to 2.95% from 4.50% for the same period of 2001.
Net Interest Income
The Company's net interest income for the nine month period ended September 30,
2002 was $6,743,188, an increase of 12.4% compared to $6,001,504 for the same
period in 2001. For the first nine months of 2002, interest income decreased by
$594,909 compared to the same period in 2001 while interest expense decreased by
$1,336,593 compared to the same period in 2001. Although the loan and securities
portfolios average balances increased during the first nine months of 2002,
those assets earned lower rates of return in 2002 than during 2001.
The net interest margin (on a tax-equivalent basis), which is net interest
income divided by average interest-earning assets, was 4.09% for the first nine
months of 2002 compared to 4.18% for the same period in 2001. The principal
factor causing the decline in the net interest margin was the lower interest
rate environment that existed throughout 2001 and continued through the third
quarter of 2002.
Provision for Loan Losses
The provision for loan losses for the nine months ended September 30, 2002 and
2001 was $180,000. The comparable provisions were the result of stable loan
portfolio growth combined with lower levels of non-performing loans.
Non-Interest Income
Total non-interest income for the nine months ended September 30, 2002 was
$1,307,405, an increase of 28.4% over non-interest income of $1,018,341 for the
same period in 2001. The increase was due primarily to increases in service
charges on deposit accounts and gains on loans held for sale, partially offset
by a decrease in other non-interest income.
Gain on sale of loans held for sale represents the largest single source on
non-interest income. Gain on sale of loans held for sale for the nine months
ended September 30, 2002 was $758,964 compared to $498,208 for the same period
in 2001. The declining interest rate environment that existed in 2001 and
continued in the first nine months of 2002 greatly fueled the volume of mortgage
loan originations and subsequent secondary market mortgage loan sales.
Service charges on deposit accounts amounted to $363,113 for the nine months
ended September 30, 2002 compared to $296,777 for the same period in 2001.
Service charge income increased in 2002 principally due to increases in income
from overdraft fees and wire transfer service fees.
The Company also generates non-interest income from a variety of other fee-based
services. These fees are monitored closely by Management to reflect current
charges amid the Company's competitive market.
11
Non-Interest Expense
Total non-interest expense for the nine months ended September 30, 2002 was
$4,840,429, an increase of 11.3% compared to non-interest expense of $4,347,655
for the same period in 2001.
The following table presents the major components of non-interest expense for
the nine months ended September 30, 2002 and 2001.
NON-INTEREST EXPENSES
Nine months ended
September 30
2002 2001
---------- ----------
Salaries and employee benefits $2,544,921 $2,288,604
Occupancy expenses 552,840 547,998
Equipment expense 336,230 222,472
Marketing 177,386 129,772
Computer services 382,626 359,219
Regulatory, professional and other fees 313,908 273,803
Office expense 215,595 242,594
All other expenses 316,923 283,193
---------- ----------
$4,840,429 $4,347,655
========== ==========
Salaries and employee benefits increased 11.2% to $2,544,921 for the nine months
ended September 30, 2002 compared to $2,288,604 for the nine months ended
September 30, 2001. This increase reflects the increase in staffing levels to
manage the continuing growth of the Company, including the new Windrows branch
that opened in February 2002.
The Company's ratio of non-interest expense to average assets decreased to 2.79%
for the nine months ended September 30, 2002 compared to 2.88% for the same
period in 2001. The Company's efficiency ratio decreased to 60.1% for the first
nine months of 2002 compared to a ratio of 61.9% for the first nine months of
2001.
FINANCIAL CONDITION
September 30, 2002 Compared with December 31, 2001
Total consolidated assets at September 30, 2002 totaled $259,366,744 compared to
$223,183,463 at December 31, 2001. The increase in the Company's asset base
during the first nine months of 2002 was primarily funded by an increase in
interest bearing deposits and $5,000,000 in proceeds from the issuance of trust
preferred securities. Total deposits increased by $25,892,892 or 14.1% to
$210,157,688 at September 30, 2002 compared to $184,264,796 at December 31,
2001.
Cash and Cash Equivalents
Cash and Cash Equivalents at September 30, 2002 totaled $26,836,509 compared to
$21,928,214 at December 31, 2001. Cash and cash equivalents at September 30,
2002 consisted of cash and due from banks of $10,571,156 and Federal funds
sold/short term investments of $16,265,353. The corresponding balances at
December 31, 2001 were $8,173,550 and $13,754,664, respectively. The balance of
cash and cash equivalents at September 30, 2002 increased primarily due to
increased interest bearing deposit balances.
12
Securities
Securities represented 33.1% of total assets at September 30, 2002 and 30.3% at
December 31, 2001. Total securities increased $18,323,893 or 27.1% at September
30, 2002 to $85,963,877 compared to $67,639,984 at year-end 2001.
Information relative to the Company's securities portfolio at September 30,
2002, is as follows:
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
----------- ----------- ----------- -----------
SEPTEMBER 30, 2002
Available for sale --
U.S. Treasury securities and obligations of U.S.
Government corporations and agencies $35,294,403 $ 600,825 $ 31,827 $35,863,401
Mortgage backed securities 36,765,845 1,688,501 0 38,454,347
FHLB stock and other securities 6,148,265 130,835 0 6,279,099
----------- ----------- ----------- -----------
$78,208,512 $ 2,420,161 $ 31,827 $80,596,847
=========== =========== =========== ===========
Held to maturity --
Obligations of State and Political Subdivisions $ 3,485,237 $ 212,989 $ 0 $ 3,698,225
Mortgage backed securities 1,881,793 107,128 0 1,988,920
----------- ----------- ----------- -----------
$ 5,367,030 $ 320,116 $ 0 $ 5,687,146
=========== =========== =========== ===========
Securities available for sale totaled $80,596,847 at September 30, 2002, an
increase of $18,991,790 or 30.8% from year-end 2001. During the first nine
months of 2002, $41,456,000 of securities available for sale were purchased
(predominantly mortgage backed securities) and funded by calls and maturities of
securities held to maturity, securities available for sale and short-term
investments.
Securities held to maturity totaled $5,367,030 at September 30,2002, a decrease
of $667,897 or 11.1% from year-end 2001.
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 commercial loans, owner-occupied
commercial mortgage loans and tenanted commercial real estate loans.
The following table sets forth the classification of loans by major category at
September 30, 2002 and December 31, 2001.
LOAN PORTFOLIO COMPOSITION September 30, 2002 December 31, 2001
% %
Component Amount of total Amount of total
------------ -------- ------------ --------
Construction loans $ 31,628,646 22.5% $ 29,385,096 23.5%
Residential real estate loans 9,111,963 6.5% 11,634,097 9.3%
Commercial and industrial loans 77,730,665 55.3% 62,043,318 49.7%
Loans to individuals 16,078,322 11.4% 15,587,772 12.5%
Lease financing 5,140,893 3.7% 6,117,261 4.9%
All other loans 752,643 0.5% 169,939 0.1%
------------ ----- ------------ -----
$140,443,132 100.0% $124,937,483 100.0%
============ ===== ============ =====
13
The loan portfolio increased at September 30, 2002 to $140,443,133 from
$124,937,483 at December 31, 2001. The ability of the Company to enter into
larger loan relationships and management's philosophy of relationship banking
are key factors in continued loan growth. Strong competition from both bank and
non-bank competitors could result in comparatively lower yields on new and
established lending relationships. The ultimate collectability of the loan
portfolio and the recovery of the carrying amount of real estate are subject to
changes in the Company's market region's economic environment and real estate
market.
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,
(2) loans which are contractually past due 90 days or more as to interest and
principal payments but have not been classified as non-accrual and (3) loans
whose terms have been restructured to provide a reduction or deferral of
interest on principal because of a deterioration in the financial position of
the borrower.
The Company's policy with regard to non-accrual loans varies by the type of loan
involved. Generally, commercial 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 90 days past due.
Residential mortgage loans are not generally placed on a non-accrual status
unless the value of the real estate has deteriorated to the point that a
potential loss of principal or interest exists. Subsequent payments are credited
to income only if collection of principal is not in doubt.
Nonaccrual loans amounted to $172,980 at September 30, 2002, a decrease of
$445,122 from $618,102 at year-end 2001. During 2002, the collateral supporting
one $425,000 commercial loan on nonaccrual status at December 31, 2001 was sold
by the borrower and the proceeds were used to extinguish this obligation. As the
table demonstrates, loan quality and ratios remain strong. This was accomplished
through quality loan underwriting, a proactive approach to loan monitoring and
aggressive workout strategies.
NON-PERFORMING ASSETS AND LOANS September 30, December 31,
2002 2001
------------- ------------
Non-Performing loans:
Loans 90 days or more past due and still accruing $ 68,036 $ 0
Non-accrual loans 172,980 618,102
-------- --------
Total non-performing loans 241,016 618,102
Other real estate owned 9,648 0
-------- --------
Total non-performing assets $250,664 $618,102
======== ========
Non-performing loans to total loans 0.17% 0.49%
Non-performing assets to total assets 0.10% 0.28%
The Company had no restructured loans at September 30, 2002 and December 31,
2001. Impaired loans totaled $609,237 at December 31, 2001. The improved
financial condition of borrowers resulted in the Company having no impaired
loans at September 30, 2002.
Allowance for Loan Losses
14
The determination of the adequacy of the allowance for loan losses is a critical
accounting policy of the Company and is maintained at a level believed by
management sufficient to absorb probable credit losses inherent 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 in the loan
portfolio and other extensions of credit.
Management utilizes a systematic and documented allowance adequacy methodology
for loan losses that requires specific allowance assessment for all loans,
including real estate mortgages and consumer loans. This methodology assigns
reserves based upon credit risk ratings for all loans. The reserves are based
upon various factors, including historical performance, general economic
conditions as well as the current economic conditions of borrowers and
underlying collateral values. Management periodically reviews the process used
to determine the adequacy of the allowance for loan losses. Allocations to the
allowance for loan losses, both specific and general, are determined after this
review. Loans are classified based on internal reviews and evaluations performed
by the lending staff. These evaluations are, in turn, examined by the Company's
internal loan review specialist. A formal loan review function, independent of
loan origination, is used to identify and monitor risk classifications. The
determination of the adequacy of the allowance for loan losses is inherently
subjective in nature and subject to significant near term change based upon the
underlying factors discussed above.
The allowance for loan losses amounted to $1,607,260 at September 30, 2002, an
increase of $192,765 from December 31, 2001. The ratio of the allowance for loan
losses to total loans was 1.14% at September 30, 2002 and 1.13% at December 31,
2001, respectively. The quality of the loan portfolio remained stable and it is
management's belief that the allowance for loan losses is adequate in relation
to credit risk exposure levels.
The following table presents, for the periods indicated, an analysis of the
allowance for loan losses and other related data.
ALLOWANCE FOR LOAN LOSSES September 30, September 30,
2002 2001
------------- -------------
Balance, beginning of period $ 1,414,495 $ 1,132,555
Provision charged to operating expenses 180,000 180,000
Loans charged off (8,182) (392)
Recoveries 20,947 2,418
------------- -------------
Net recoveries 12,765 2,026
------------- -------------
Balance, end of period $ 1,607,260 $ 1,314,581
============= =============
Loans:
At period end $ 140,443,133 $ 124,695,412
Average during the period 133,221,927 122,200,743
Net recoveries to average loans outstanding 0.01% 0.00%
Allowance for loan losses to:
Total loans at period end 1.14% 1.05%
Non-performing loans 666.87% 212.68%
Deposits
Deposits, which include demand deposits (interest bearing and non-interest
bearing), savings and time deposits, are a fundamental and cost-effective source
of funding the Company's operations. The Company offers a variety of products
designed to attract and retain customers, with management's primary focus being
on building and expanding long-term relationships.
15
AVERAGE DEPOSIT BALANCE
Nine months ended
Sept. 30, 2002
---------------------------
Percentage
Balance Of Total
------------- ----------
Non-interest bearing demand deposits $ 36,165,237 19.3%
Interest bearing demand deposits 65,373,881 34.8%
Savings deposits 12,861,217 6.9%
Certificates of deposit of $100,000 or more 17,718,921 9.4%
Other time deposits 55,555,309 29.6%
------------ -----
Total $187,674,565 100.0%
============ =====
Total deposits increased $25,892,892 or 14.1% to $210,157,688 at September 30,
2002 from $184,264,796 at December 31, 2001. This increase in total deposits was
primarily the result of a $19,899,563 increase in interest bearing deposits to
$171,530,464 as depositors sought safety and dependable returns on their funds
during the current period of financial market volatility and economic
uncertainty. This was supplemented by a $5,993,329 increase in non-interest
bearing deposits to $38,627,224.
Other Borrowings
Other Borrowings are comprised of fixed rate convertible advances from the
Federal Home Loan Bank ("FHLB"). These borrowings are primarily used to fund
asset growth not supported by deposit generation. These advances are fully
secured by marketable securities and qualifying one-to-four family mortgage
loans.
The balances of other borrowed funds was $15,500,000 at September 30, 2002 and
December 31, 2001.
Trust Preferred Securities
On April 10, 2002, the Company, through a wholly owned subsidiary, issued $5.0
million of floating rate Trust Preferred Securities in a pooled institutional
placement transaction. The Trust has no independent assets or operations, and
exists for the sole purpose of issuing the trust preferred securities and
investing the proceeds thereof in an equivalent amount of junior subordinated
debentures issued by the Company. The junior subordinated debentures, which are
the sole assets of the trust, are unsecured obligations of the Company, and are
subordinate and junior in right of payment to all present and future senior and
subordinated indebtedness and certain other financial obligations of the
Company. The principal amount of subordinated debentures held by the trust
equals the aggregate liquidation amount of its Trust Preferred Securities and
its common securities. The subordinated debentures bear interest at the same
rate, and will mature on the same date, as the corresponding Trust Preferred
Securities. The Company fully and unconditionally guarantees the trust's
obligations under the Trust Preferred Securities. The Trust Preferred Securities
mature April 22, 2032 and have an initial rate of 6.02%. The Trust Preferred
Securities are redeemable in whole or in part prior to maturity after April 22,
2007.
Shareholders' Equity And Dividends
16
Shareholders' equity at September 30, 2002 totaled $20,918,755, an increase of
$3,485,811, or 20.0%, compared to December 31, 2001. Book value per common share
rose to $14.92 at September 30, 2002 compared to $12.47 at December 31, 2001.
In 2000, the Board of Directors authorized a stock buyback program that allows
for the repurchase of a limited number of the Company's shares at management's
discretion on the open market. The Company undertook this repurchase program in
order to increase shareholder value. During the nine months ended September 30,
2002, 1,757 shares of common stock were purchased at a weighted-average price of
$24.04 and, during 2001, 4,610 shares were purchased under this program at a
weighted-average price of $14.43. Treasury stock totaled $125,663 at September
30, 2002 compared to $83,190 at December 31, 2001.
During December 2001, the Company's stock became listed for trading on the
NASDAQ National Market System, under the symbol, "FCCY".
The table below presents the actual capital amounts and ratios of the Company
for the periods indicated:
CAPITAL RATIOS
Amount Ratio
----------- ------
As of September 30, 2002 -
Total capital to risk weighted assets $25,949,714 15.99%
Tier 1 capital to risk weighted assets 24,342,454 15.00%
Tier 1 capital to average assets 24,342,454 9.88%
As of December 31, 2001-
Total capital to risk weighted assets $18,890,081 12.82%
Tier 1 capital to risk weighted assets 17,475,586 11.86%
Tier 1 capital to average assets 17,475,586 7.57%
The minimum regulatory capital requirements for financial institutions require
institutions to have a Tier 1 capital to average assets ratio of 4.0%, a Tier 1
capital to risk weighted assets ratio of 4.0% and a total capital to risk
weighted assets ratio of 8.0%. To be considered "well capitalized," an
institution must have a minimum Tier 1 leverage ratio of 5.0%. At September 30,
2002, the ratios of the Company exceeded the ratios required to be considered
well capitalized. It is management's goal to monitor and maintain adequate
capital levels to continue to support asset growth and continue its status as a
well-capitalized institution.
Liquidity
At September 30, 2002, the amount of liquid assets 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.
Liquidity measures the ability to satisfy current and future cash flow needs as
they become due. Liquidity management refers to the Company's ability to support
asset growth while satisfying the borrowing needs and deposit withdrawal
requirements of customers. In addition to maintaining liquid assets, factors
such as capital position, profitability, asset quality and availability of
funding affect a banks' 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, investment securities held to maturity
17
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 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 borrowing relationship with the FHLB and its
correspondent banks which further support and enhance liquidity.
The Consolidated Statements of Cash Flows present the changes in cash from
operating, investing and financing activities.
Net cash provided by operating activities totaled $8,156,917 in 2002 compared to
$487,751 provided by operating activities in 2001. The primary sources of funds
are net income from operations adjusted for provision for loan losses,
depreciation expenses, and amortization of intangibles and net proceeds from
sales of loans held for sale.
Net cash used in investing activities totaled $34,474,177 in 2002 compared to
$22,470,737 in 2001. The increase in usage was the result of a higher volume of
securities purchases for the nine months ended September 30, 2002.
Net cash provided by financing activities amounted to $31,225,555 in 2002
compared to $39,759,048 provided by financing activities in 2001. The decrease
in 2002 resulted primarily from a lesser total volume increase in deposits
during the nine month period ended September 30, 2002 compared to the same prior
year period.
The securities portfolio is also a source of liquidity, providing cash flows
from maturities and periodic repayments of principal. During 2002, maturities of
investment securities totaled $23,282,602. Another source of liquidity is the
loan portfolio, which provides a steady flow of payments and maturities.
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. Interest rate risk is derived from timing
differences in the repricing 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 interest rate-sensitive liabilities.
The Company continually evaluates interest rate risk management opportunities,
including the use of derivative financial instruments. Management believes that
hedging instruments currently available are not cost-effective, and therefore,
has focused its efforts on increasing the Company's spread by attracting
lower-costing retail deposits.
MARKET RISK ANALYSIS
To measure the impacts of longer-term asset and liability mismatches beyond two
years, the Company utilizes Modified Duration of Equity and Economic Value of
Portfolio Equity ("EVPE")
18
models. The modified duration of equity measures the potential price risk of
equity to changes in interest rates. A longer modified duration of equity
indicates a greater degree of risk to rising interest rates. Because of balance
sheet optionality, an EVPE analysis is also used to dynamically model the
present value of asset and liability cash flows, with rates ranging up or down
200 basis points. The economic value of equity is likely to be different as
interest rates change. Results falling outside prescribed ranges require action
by management. At September 30, 2002 and December 31, 2001, the Company's
variance in the economic value equity as a percentage of assets with an
instantaneous and sustained parallel shift of 200 basis points is within the
negative 3% guideline, as shown in the tables below.
The market capitalization of the Company should not be equated to the EVPE,
which only deals with the valuation of balance sheet cash flows using
conservative assumptions. Calculated core deposit premiums may be less than what
is available in an outright sale. The model does not consider potential premiums
on floating rate loan sales, the impact of overhead expense, non-interest
income, taxes, industry market price multiples and other factors reflected in
the market capitalization of a company.
The following tables set forth certain information relating to the Company's
financial instruments that are sensitive to changes in interest rates,
categorized by expected maturity or repricing and the instruments fair value at
September 30, 2002 and December 31, 2001.
MARKET RISK ANALYSIS
September 30, 2002 December 31, 2001
--------------------------------------- ---------------------------------------
Change in Rates Flat -200bp +200bp Flat -200bp +200bp
----------- ------------ ------------ ----------- ------------ ------------
Economic Value of Portfolio Equity $26,692,000 $ 23,648,000 $ 24,195,000 $22,128,000 $ 21,465,000 $ 19,109,000
Change (3,043,000) (2,496,000) (663,000) (3,019,000)
Change as a % of assets (1.17%) (0.96%) (0.30%) (1.35%)
19
ITEM 4. CONTROLS AND PROCEDURES.
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer and
the Company's Senior Vice President and Treasurer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, they concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in this report. There have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
10.1 Supplemental Executive Retirement Plan, dated as of
October 1, 2002.
10.2 Directors' Deferral Plan, dated as of October 1, 2002.
10.3 Directors' Insurance Plan, dated as of October 1, 2002.
10.4 Form of Executive Life Insurance Agreement.
(b) Reports on Form 8-K
None
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
1ST CONSTITUTION BANCORP
DATE: November 13, 2002 By: /s/ Robert F. Mangano
----------------------------------------
Robert F. Mangano
President and Chief Executive Officer
(Principal Executive Officer)
DATE: November 13, 2002 By: /s/ Joseph M. Reardon
----------------------------------------
Joseph M. Reardon
Senior Vice President and Treasurer
(Principal Financial and Accounting Officer)
21
CERTIFICATIONS
I, Robert F. Mangano, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 1st Constitution
Bancorp;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ Robert F. Mangano
-----------------------------------------------
Robert F. Mangano
President and Chief Executive Officer
22
I, Joseph F. Reardon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 1st Constitution
Bancorp;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ Joseph F. Reardon
---------------------------------------------
Joseph F. Reardon
Senior Vice President and Treasurer
23