EX-13 2 ex13.htm EXHIBIT 13 ex13.htm

Exhibit 13
 
 
Graphic

 
 
Graphic
 

1
 

 
FINANCIAL HIGHLIGHTS
 

   
2007
   
2006
   
% CHANGE
 
FOR THE YEAR ENDED DECEMBER 31
 
(Dollars in thousands, except per share amounts)
 
Net income
  $ 4,607     $ 4,753       -3.1 %
Average shares outstanding
    5,294       5,272       0.4 %
Per common share
                       
Basic net income
    0.87       0.90       -3.3 %
Diluted net income
    0.87       0.89       -2.2 %
Cash dividends declared
    0.34       0.29       17.2 %
Book value at year end
    7.74       7.08       9.3 %
                         
                         
BALANCE SHEET DATA AT DECEMBER 31
                       
                         
Total assets
    571,905       519,749       10.0 %
Total gross loans
    420,147       369,544       13.7 %
Allowance for loan losses
    4,457       4,101       8.7 %
Total deposits
    472,299       434,223       8.8 %
Stockholders’ equity
    41,090       37,306       10.1 %
                         
                         
CONSOLIDATED RATIOS
                       
                         
Return on average assets
    0.86 %     0.96 %     -10.4 %
Return on average equity
    11.76 %     13.41 %     -12.3 %
Tier 1 capital to average assets (leverage)
    8.56 %     8.85 %     -3.3 %
Tier 1 capital to risk-adjusted assets
    10.76 %     11.25 %     -4.4 %
Total capital to risk-adjusted assets
    11.77 %     12.28 %     -4.2 %

All share data has been restated to include the effects of 5% stock dividends issued November, 2006 and November, 2007.



2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S

 
 


 
BOARD OF DIRECTORS
 

STEWARDSHIP FINANCIAL CORPORATION AND ATLANTIC STEWARDSHIP BANK

 
William C. Hanse, Esq., Chairman
John L. Steen
Abe Van Wingerden, Vice Chairman
Partner, Hanse & Hanse
President, Steen Sales, Inc.
President, Abe Van Wingerden Co., Inc.
 
President, Dutch Valley Throwing Co., Inc.
T/A Van Wingerden Farm s
Harold Dyer
   
Retired
Robert J. Turner, Secretary
Michael A. Westra, CPA
 
Retired
General Manager, Wayne Tile Company
     
Margo Lane
William J. Vander Eems
Howard R. Yeaton, CPA
Sales and Market Coordinator,
President, William Vander Eems, Inc.
Managing Principal,
PBI-Dansensor America, Inc.
 
Financial Consulting Strategies
 
Paul Van Ostenbridge
Arie Leegwater
President and Chief Executive Officer,
 
Retired
Stewardship Financial Corporation and
 
 
Atlantic Stewardship Bank
 


Standing left to right: Michael A. Westra, CPA; William J. Vander Eems; John L. Steen; Howard R. Yeaton, CPA; Abe Van Wingerden; Arie Leegwater; Margo Lane. Seated left to right: Paul Van Ostenbridge; William C. Hanse, Esq.; Harold Dyer; Robert J. Turner.


S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 



 
SFC JOINS THE NASDAQ
 
STEWARDSHIP FINANCIAL CORPORATION BEGINS TRADING ON NASDAQ CAPITAL MARKET
 
On March 28, 2007, Stewardship Financial Corporation embarked upon a new horizon of another kind when its common stock began trading on the NASDAQ Capital Market under the symbol SSFN. We are delighted to reach this milestone in our history and believe that the NASDAQ Capital Market will provide more recognition and visibility for Stewardship Financial Corporation within the investment community. We look forward to increasing liquidity in our stock and thus enhancing value for our shareholders.
 
 
Later in the year, on August 20, 2007, Paul Van Ostenbridge, Chief Executive Officer of Stewardship Financial Corporation presided over the NASDAQ Closing Bell Ceremony. To mark the occasion, the Stewardship Financial Corp-oration Board of Directors and members of the Atlantic Steward-ship Bank management team as well as several of the Bank’s found-ing fathers attended the ceremony which was broadcast live from the NASDAQ Marketsite in New York’s Times Square.
 
 
Paul Van Ostenbridge, CEO, Stewardship Financial Corporation and Atlantic Stewardship Bank, (center), rings the NASDAQ Closing Bell.
 
   
 
“We are deeply touched to receive your generous donation both for the gift itself but even more by the spirit behind it. Philanthropy is always more than welcome, but this displays a nobility of spirit that is unique. Thank you so very much.
 
On behalf of ourselves, but even more on behalf of the many who will benefit from your generosity, thank you very much indeed.”
 
Ralph Spencer,
Executive Director 
Community Blood Services Foundation, Oradell, NJ 
 


 
NEW BUSINESS DEVELOPMENT BOARDS
 

BERGEN BOARD
James D. Vaughan III, Esq.
PASSAIC BOARD
SPECIAL APPRECIATION
Janyce Bandstra
David Visbeen
Vince Brosnan
 
We extend a heartfelt thank you to our friends and associates who successfully completed their terms as members of the Bank’s New Business Development Boards: Ruth Knyfd, Edward Nieuwenhuis, Jr., MD, and Benard W. Thomas, Jr. We greatly appreciate all of their efforts in promoting the Bank within the community and look forward to their continued support.
Richard Barclay
MORRIS BOARD
Ernest P. DeMarco, CPA
Mark Borst Richard J.
Andreas Comodromos,
Shanti Jost
Brady, Esq. Douglas
CPA Antonia Daughtry
Ruth Kuder
Bushoven, CPA
David De Vries
Wayne R. Kuiken
William R. Cook
Robert E. Fazekas
William A. Monaghan III, Esq.
Paul D. Heerema
Gregory A. Golden
Mark D. Reitsma, CFP.
Bartel Leegwater
Brian W. Hanse, Esq., CPA
Darryl Siss, Esq
Paul Ruitenberg
Garrett A. Hoogerhyde, CPA
Clifford Vander May
John Scoccola
Vernon Kuiken
Steve Van Der Stad
Roger Steiginga
Edward Ramirez
Charles Verhoog
Allen Stiles
Anita Van Wingerden
Ralph Wiegers


2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S

 
 


 
MESSAGE TO THE SHAREHOLDERS
 

DEAR SHAREHOLDERS AND FRIENDS
 
As we reflect upon 2007, it was a year of New Horizons for Stewardship Financial Corporation and the Atlantic Stewardship Bank. The Corporation embarked upon many new endeavors, the most notable of which was its entry into the NASDAQ Capital Market. In early March of 2007, Stewardship Financial Corporation was approved to list its common stock shares on the NASDAQ Capital Market and on March 28, 2007 the stock began trading under the symbol SSFN. Listing on NASDAQ has pro-vided Stewardship Financial Corporation and the Atlantic Stewardship Bank more recognition and visibility in the investment community. As a result, Stewardship Financial Corporation was invited to preside over the NASDAQ Closing Bell Ceremony on August 20, 2007. The ceremony was broadcast live from the NASDAQ Marketsite in New York’s Times Square.
 
New Horizons were also realized as the Bank’s branch network expanded into three new locations, each providing a unique opportu-nity. In April, we opened our eleventh branch at 378 Franklin Avenue in Wyckoff, NJ. The branch, a new structure, built from the ground up, compliments the local architecture. We were well received by Wyckoff residents, attracting over $13 million in deposits as of Decem-ber 31, 2007. In September, the Bank ventured into a totally new ter-ritory, when we opened our twelfth branch in the town of Westwood. Located at the busy intersection of Kinderkamack Road and Jefferson Avenue, this branch gives us the chance to acquaint Westwood and the surrounding communities with the ASB brand of customer serv-ice. In December, we made our long awaited entry into North Hale-don, opening our thirteenth branch at 33 Sicomac Road. This location will bridge the gap between our Midland Park and Wayne locations allowing us to conveniently serve new, as well as, existing North Hale-don customers. Each new branch is full service offering drive-up bank-ing, an ATM, safe deposit boxes, a coin counting machine and a night drop.
 
 
 Pictured from left to right: Edward Nieuwenhuis, Jr., MD, Atlantic Stewardship Bank Business Development Board Member; Raymond Santhouse, Midland Park Branch Manager; Jayne Press, Eastern Christian Children’s Retreat Executive Director; Darryl Siss, Esq., Eastern Christian Children’s Retreat Board Member.
 
Investments for the future will bring the Bank to the next level. We have strengthened our Business Development Team with seasoned professionals to assist us in penetrating the commercial market as well as cultivating business in new territories on the horizon.
 
In 2007, we introduced several new products and services each designed to fill a specific banking need. Our Genesis Account created especially for churches and 501 (c) (3) non-profit organizations reinforces our mission to serve as well as to tithe or give back to the community. When an organization invests its funds in the Genesis Account, it not only earns a competitive rate of return, it also helps build the pool of funds available to be tithed.
 
On the lending side, the Bank introduced the Quick Write Line of Credit. Designed especially for small business owners, the Quick Write Line of Credit features smaller loan amounts than our traditional Write Line of Credit, an attractive introductory rate, a three-year term and quick turn around time. For northern New Jersey homeowners look-ing for a readily available source of funds, we introduced a Fixed Rate Home Equity Line of Credit loan. The product offers the security of a fixed rate and the flexibility of a credit line. Features such as interest only payments for the first five years, no application fee, and inter-est charged only on the amount borrowed make this loan attractive.
 
Our new core computer system allowed us to reach yet another new horizon, real time processing. This provides real time access to account information, both online and through telephone banking. Transac-tions processed at the teller line or an ATM are posted to customer’s accounts as soon as they are made and reflected immediately online and through telephone banking.
 
 
S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 

 
2007 was a tumultuous year for the financial services industry as a whole. With the falling interest rate environment as well as other challenges continuing to place pressure on interest rate margins many financial institu-tions struggled to realize a profit. Steward-ship Financial Corporation and its subsidiary Atlantic Stewardship Bank is pleased to report that despite an initial impact on earnings we were still able to post a strong return on assets (ROA). The Return on Average Assets was 0.86% and the Return on Average Equity was 11.76% for the year ending December 31, 2007. Earnings per diluted share for the year-ended 2007 was $0.87.
 
 
Pictured from left to right: Amanda Bialy, Ridgewood Branch Manager; Monica Roers, YWCA Director; Diane Ingrassia, Hawthorne Branch Manager.
 
Stewardship Financial Corporation’s total assets reached $571.9 million at December 31, 2007, compared to $519.7 million at December 31, 2006, for growth of 10.0%. Total loans increased $50.6 million, or 13.7% from $369.5 million at December 31, 2006 to $420.1 million at December 31, 2007. Total deposits were $472.3 million at December 31, 2007, compared to $434.2 million a year ago, for an increase of 8.8%. Total stockhold-ers’ equity increased 10.1% to $41.1 million at December 31, 2007, compared to $37.3 million a year ago 
 
 
“Your gift to Bethany Christian Services sustains many vital ministries, such as our Pregnancy Counseling Services, which:
 
§Provide free counseling to men and women experiencing an unplanned pregnancy.
 
§Give expectant parents information about all of their options, including the pro-life option of adoption.
 
§Assist birthparents before, during and after the placement of their children into loving adoptive homes.
 
On behalf of the thousands of individuals and families who have benefited from our Pregnancy Counseling Services, we thank you for your commitment to unborn children.” Nancy Dykstra-Powers Branch Director Bethany Christian Services Fair Lawn, NJ
 
 
We continue to experience strong growth in our commercial and commercial real estate lending markets and are pleased to report that the Corporation is not involved in the sub prime mortgage market. Asset quality remains strong and the increases in the loan loss reserve directly correlate to the increase in loans. The management team recognizes that 2008 will also be challenging for community banks. The 2007 investment in business sales and service associates will enhance the Corporation’s earnings in the upcoming year and we are confident the new branches will positively impact earnings in future years.
 
In 2007, the Atlantic Stewardship Bank’s Tithing Program continued to expand its horizons giving $705,000 to more than 400 deserving organizations. Since the program’s inception, $5,735,000 in donations have been shared with local food banks as well as Chris-tian missions, schools, and health care facil-ities. The Bank recognizes the importance of local civic and non-profit organizations by supporting them with donations as well.
 
In closing we wish to thank our growing base of customers, for it is your funds on deposit at the end of the day that contribute to our ability to tithe and enable us to continue to give back to the community. Our success is made possible by the hard work and dedica-tion of all Bank associates, at every level of the organization. We are grateful to our shareholders for their loyal support of the Bank and its mission. Finally, we are most thankful to our Lord, Jesus Christ, who continues to guide us.
 
/s/ William C. Hanse, Esq.
/s/ Paul Van Ostenbridge
William C. Hanse, Esq.
Paul Van Ostenbridge
Chairman of the Board of Directors
President and Chief Executive Officer

 
2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S

 
 


SHAREHOLDER INFORMATION
 

The Annual Shareholders’ Meeting for the Stewardship Financial Corporation will be held at the Christian Health Care Center, 301 Sicomac Avenue, Wyckoff, New Jersey, on Tuesday, May 13, 2008, at 7:00 PM (please use the Mountain Avenue entrance). The Corporation had 994 Shareholders of Record on December 31, 2007.
 
Registrar and Transfer Company, 10 Commerce Drive, Cranford, NJ 07016, is the transfer agent for Stewardship Financial Corporation common stock. We invite you to contact them at 800-368-5948 should you wish to transfer stock or to join the Dividend Reinvestment Plan.
 
DIVIDEND REINVESTMENT PLAN
 
A total of 756 Shareholders currently par-ticipate in the Corporation’s Shareholder Div-idend Reinvestment Plan, representing 1,850,000 or 34.8% of all shares outstanding. Plan participants reinvest cash dividends to purchase new shares of stock at 95% of the market value, based on the most recent trades. Shareholders interested in joining the Dividend Reinvestment Plan may request a Plan Membership Form from the Registrar and Transfer Company.
 
ANNUAL REPORT
 
Stewardship Financial Corporation will pro-vide a copy of the Annual Report on Form 10K, free of charge to any shareholder upon written request, including the financial statements and schedules which have been filed with the Securities and Exchange Commission. Requests should be addressed to Stewardship Financial Corporation, Attn: Corporate Services, 630 Godwin Avenue, Midland Park, NJ 07432-1405.
 
CORPORATE GOVERNANCE
 
The Board of Directors’ Audit, Nominating and Compensation Committee Charters; as well as the Code of Ethical Conduct for Senior Financial Managers, are available for viewing at www.asbnow.com. Visit the “Home” page and refer to “Investor Relations” section. The above-mentioned information is also avail-able in print to shareholders requesting the same in writing.
 
“It is a pleasure to thank you for your recent contribution to our school. We appreciate your continued generosity and commitment to Calvary Christian Academy. Your interest and support of Christian education is to be commended.
 
May God bless you with eternal rewards for blessing our school and making a difference in the lives of our student body. It is a privilege and an honor to do business with a company of such high character and Godly principles. Thanks again!”
 
Thomas T. McGann, M.Ed.
Principal Calvary Christian Academy 
Wayne, NJ 
 

RECENT HISTORY OF DIVIDENDS PAID
 
The Board of Directors of the Stewardship Financial Corporation is pleased to pay, on February 1, 2008, a quarterly dividend to Shareholders of Record on January 15, 2008, in the amount of $0.09. Future dividends are expected to be paid on May 1, August 1, and November 1, subject to Board approval.
 
November 15, 2007
 
5% stock dividend
 
November 1, 2007
  $ 0.09  
August 1, 2007
  $ 0.09  
May 1, 2007
  $ 0.08  
February 1, 2007
  $ 0.08  
November 15, 2006
 
5% stock dividend
 
November 1, 2006
  $ 0.08  
August 1, 2006
  $ 0.07  
May 1, 2006
  $ 0.07  
February 1, 2006
  $ 0.07  



S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 


OUR 2007 TITHING PROGRAM
 

EACH ONE SHOULD USE WHATEVER GIFT HE HAS RECEIVED TO SERVE OTHERS, FAITHFULLY ADMINISTERING GOD’S GRACE IN ITS VARIOUS FORMS.
 
1 PETER 4:10
 

What makes Atlantic Stewardship Bank unique is the fact that every year the Bank gives away 10% of its pre-tax earnings. The Bank was founded on the Biblical Old Testament tenet of tithing or giving back one tenth to God. Each year, Atlantic Stewardship Bank tithes, or shares ten percent of its pre-tax earnings with Christian and local non-profit organizations selected by the Board of Directors. The original founders of the Bank were so deeply committed to this concept, that the Tithing Program defines our mission and is part of our corporate-by-laws.
 
In 2007, the Bank’s tithe was $705,000 enabling it to share with over 400 recipients. Since the program’s inception, Atlantic Stewardship Bank has distributed $5,735,000 in total tithe donations.
 
We thank God for His continued blessings which allow us to reach new horizons each year, and for our ever-growing loyal customer base.
 
Pictured from left to right: Richard Densel, Midland Park Assistant Branch Manager; Douglas Prol, Trinity Christian School Principal; Judi Rothwell, Montville Branch Manager.
 
“On behalf of everyone at the Center for Food Action, we want to express our appreciation for your generous donation which will enable the staff and volunteers at our pantries in Englewood, Mahwah, Hackensack, Elmwood Park, Carlstadt, Palisades Park, Ringwood and Fairview to continue to offer a helping hand to those whose lives are in crisis.
 
Residents from 65 towns in Bergen County, 21 towns in Passaic County and several towns in Morris County turned to CFA, and thanks to the generosity of donors like you, we were able to help.
 
Your support will help fill many needs; thank you again.”
 
Patricia Espy
 
Executive Director
Center for Food Action
Englewood, NJ 
 
 
Pictured from left to right: Donald Klingen, Hawthorne Christian Academy Principal; Margo Lane, Atlantic Stewardship Bank Director; Paul Vernarchik, Student; Laura Ibach, Student; John Ubu, Student; Paul Van Ostenbridge, CEO, Atlantic Stewardship Bank.

 
2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S

 
 


WE ARE PLEASED TO HAVE ASSISTED THE FOLLOWING ORGANIZATIONS WITH OUR 2007 TITHE DISTRIBUTION
 
*Africa Inland Mission 
*American Christian School
*The Back to God Hour
*Baptist Haiti Mission 
*Bergen County Society
*Bessie Green Community
*Bethany Christian Services of New Jersey
*Blessed Sacrament School
*Calvary Christian Academy
*Calvin College
*Calvin Theological Seminary
*Care-A-Lot Christian Nursery School 
*Cary Christian Center 
*Cathedral Choir
*Catholic Charities
*Christian Health Care Center 
*Christian Reformed World Relief Committee
*Christian Schools International
*CUMAC
*Dawn Treader Christian School 
*Don Bosco Prep High School 
*Eastern Christian Children’s Retreat
*Eastern Christian School Association
*Elim Christian Services
*Eva’s Village
*Faith Ministries of White Lake, NY 
*Father’s Cupboard
*Fellowship Homes
*Fig Orchard
*First Choice Women’s Resource Centers
*Florence Christian Home 
*Friendship Ministries
*Gideons International Lakeland Camp
*Gideons International Passaic Valley Camp
*Gideons International Paterson Camp
*Gideons International Ramapo Camp
*Good Shepherd Mission 
*Goshen Christian School 
*Grace Counseling Ministries
*Habitat for Humanity of Bergen County 
*Harvest Outreach Ministries
*Hawthorne Christian Academy 
*Hawthorne Ecumenical Council – Crop Walk
*Hawthorne Ecumenical Social Service Fund –
Food Pantry
*Holland Christian Home 
*Hope Haven
 
 
 
*Northside Community Christian Reformed Church – Day Camp
*Oasis Haven for Women and Children
*Operation Double Harvest – Haiti 
*Paterson Habitat For Humanity
*Preakness Baptist Church Group Workcamp
*Prison Fellowship Ministries
*Prison Fellowship Ministries – Angel Tree Program
*Puritan Reformed Theological Seminary
*Ridgewood YMCA
*Ringwood Christian School 
*Ron Hutchcraft Ministries
*St. Anthony’s School
*St. Augustine Presbyterian Church – Multi Service Center 
*St. Elizabeth’s Interparochial School 
*St. Joseph’s Regional Medical Center 
*St. Joseph’s Wayne Hospital 
*St. Luke Community Development Center
*St. Paul’s Community Development Corp.
*St. Philip’s Camp Youth Development Program and Coffee Pot Ministry
*St. Pius X School
*The Salvation Army – Paterson Branch
*Siena Village at Wayne 
*Sonshine Christian Academy 
*Star of Hope Ministries, Inc.
*Strategic Prayer Command
*Sussex Christian School 
*Teen Challenge of NJ
*Touch The World Ministries
*Trinity Christian School 
*United Paterson Development Corporation – After School Literacy and Safe Space Programs
*Unity Christian Reformed Church After School Program
*Veritas Christian Academy 
*Waldwick Seventh Day Adventist School 
*Wayne Interfaith Network
*Western Theological Seminary
*Westminster Theological Seminary
*World For Christ Crusade
*Wyckoff Christian Pre-School 
*Wyckoff Family YMCA
*Wyckoff Reformed Church Food Pantry
*YWCA of Bergen County 
*Zion Community Development Corporation
 
“Thank you for again including us in your Tithing Program. We are truly grateful to have such generous and faithful friends as we do in Atlantic Stewardship Bank.
 
We always look forward to furthering our mission of putting Christian principles into practice through programs that build healthy spirit, mind and body for all. We are proud to build strong kids, strong families and strong communities and are truly blessed with a wonderful staff and members. Thank you again for your support.”
 
Richard J. Clayton
Chief Executive Officer
Ridgewood YMCA
Ridgewood, NJ 
 
 
*Hope House
*International Networx
*King’s Kids Pre-school and Daycare
*Kuyper College 
*Lancaster Bible College 
*Life Givers Network
*Lighthouse Pregnancy Resource Center 
*Little Sisters of the Poor and St. Joseph’s
Home for the Elderly
*Lord’s Day Alliance of NJ
*The Luke Society
*Madison Avenue Baptist Academy 
*Madison Avenue Crossroads
Community Ministries
*Mary Help of Christians Academy 
*Mid Atlantic Ministries
*Mississippi Christian Family Services
*Mt. Hope Camp
*Mustard Seed School 
*Netherlands Reformed Christian School 
*New City Kids
*New Hope Community Development Center 
*New Hope Community Ministries
*New Jersey Family Policy Council
*Northeast Community Transformation
*North Jersey Home Schoolers Association
 
 

 
S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 


ADDITIONALLY, THE BANK HAS PROVIDED SUPPORT THROUGHOUT 2007 TO THE FOLLOWING ORGANIZATIONS
 

Allendale/Waldwick PBA Local #217
American Labor Museum 
American Legion Auxiliary
American Red Cross Bergen-Hudson Chapter
American Special Children’s Pilgrimage Group
*Armenian Presbyterian Church Golf Outing
Avon Walk for Breast Cancer
Bergen County Housing Coalition 
Bergen County Summer Campership Fund
Bergen County United Way – Warm Homes Program
Bergen County Wildcats Special Olympics Program
Bergen Highlands Rotary Club Bergen Philharmonic Orchestra
*Bethlehem Lutheran Church 
Upward Christian Basketball League
Boonton Food Pantry
Boys & Girls Club of Hawthorne 
Boys & Girls Club of Northwest NJ 
Boys & Girls Club of Paterson 
Boy Scouts of America Northern NJ Council
Boy Scout Troup #93 of Hawthorne 
Camp Hope of Hackensack 
Candigas Women’s Choir 
Center for Food Action
Childhood Cancer Society
Children’s Aid & Family Services 
Chilton Memorial Hospital 
*Christian Overcomers
Cody’s Foundation
Community Blood Services Foundation
Community Housing in Partnership (CHIP)
Community Meals
*Concerts of Prayer – Greater New York 
Co-Operative Nursery School of Ridgewood 
Creative Living Counseling Center 
Cystic Fibrosis Foundation
 
DACKKs Group for Supportive Housing
Daikona Fund of the Greek Orthodox Metropolis of NJ
Danny Affilitto Memorial Scholarship Fund
Deborah Hospital Foundation
*Dedication Evangelism
*Department for Persons with Disabilities C.A.R.E.
*DePaul Catholic High School
Drug Awareness Council (DAC) of Montville
*Emergency Food Coalition of Passaic County
*Emmanuel Baptist Church – Women of Emmanuel
Emmanuel Cancer Foundation
*Faith Chapel Reformed Church
Youth Ministry
Forum School
Foundation for Free Enterprise
Foundation for the Handicapped
Friends of the Hermitage
Friends of the Louis Bay 
2nd Library
Friends of the Midland Park Library
Frost Valley YMCA
Garfield UNICO
Gift of Life – Abbott & Caserta
Realtor Golf Outing
Gift of Life – Rotary Clubs in District 7490
Girl Scout Council of Bergen County
Glen Rock Central Business District Commission
*Goodwill Rescue Mission
*Grace United Methodist ChurchNursery School
Hawthorne Baseball/Softball Association
Hawthorne Board of Health –
Food Pantry
Haledon Borough – Haledon Centennial
Hawthorne Caballeros
Hawthorne Chamber of Commerce
Hawthorne Community
Library Foundation
 
Hawthorne Cubs
Football Association
Hawthorne Domestic Violence Response Team
Hawthorne Education Foundation
Hawthorne Fall Baseball
Hawthorne Fire Department
*Hawthorne Gospel Church – Ecuador Mission Trip
Hawthorne High School Hawthorne 
High School PTO
Hawthorne High School – Share
 Hawthorne Knights of Columbus 
Hawthorne Lions Club
Hawthorne PBA Local #200
Hawthorne Rotary Club
Hawthorne Soccer Association
Hawthorne Special Recreation
Hawthorne – Thomas Jefferson School PTO
Hawthorne VFW District #1
Hawthorne Volunteer Ambulance Corps
Hawthorne – Washington School PTO
Healing the Children Midlantic
 *Hispanic Multi-Purpose Service Center 
Hoboken International Film Festival
*Holy Spirit School 
*Home Bound Ministries
Hope for the Warriors for Corporal Visnu Gonzalez
Hudson Milestones
*Interchurch Softball League
Jamboree Scholarship Fund
Jerry Speziale Community Outreach Foundation
Jewish Family & Children’s Service of Wayne
Juvenile Diabetes Research Foundation
Leukemia & Lymphoma Society
The Love Fund of Midland Park 
The Love Fund of Wyckoff 
Mahwah Youth Sports Boosters
Marge and Debra Shortway Foundation
Memorial Day Nursery
 
Memorial Sloan-Kettering Cancer Center
Michael Coppola Fundraiser
Midland Park Ambulance Corps
Midland Park Baseball Association
Midland Park Chamber of Commerce
Midland Park High School
Midland Park Junior Football andCheerleading Association
Midland Park Lions Club
Midland Park PBA
Midland Park Public Education Foundation
Midland Park Volunteer Fire Company
Mike Geltrude Foundation
Mohawk Athletic Club of Hawthorne
Molly Foundation for Juvenile Diabetes
Montclair State University
Montville Baseball/Softball Association
Montville Chamber of Commerce
Montville Educational Foundation
Montville Kiwanis Club
Montville Township First Aid Squad
Montville Township Fourth of July Committee
Montville Township High School Ice Hockey
Montville Township High School Parent Teacher Council
Montville Township Library Foundation
Montville Township Literacy Foundation
Montville Township PBA
Montville Township Social Services
Montville Volunteer Ambulance Corps
*Mount Bethel Baptist Church –
MLK, Jr. Day
New Bridge Services
New Jersey Citizen Action
New Jersey Citizen Action Education Fund
 
 
 
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10 

New Jersey Community Development Corporation
New Jersey State Fireman’s Association of Paterson
New Jersey State Organization of Cystic Fibrosis
North Jersey Chorus
*North Jersey Home Schoolers
Association Choral Program
North Stars Association for Competitive Gymnastics
Operation Smile
Order of the Lamp Scholarship Fund
*Our Lady of Consolation Church Youth Ministry
*Our Lady of the Valley School 
Paramus Association for Competitive Gymnastics
Partners in Pride
*Partners Worldwide
Passaic County Bar Association
Passaic County Council on Alcohol and Drug Abuse
Passaic County Historical Society
Passaic Valley Fraternal Order of Police Lodge #181
*Paterson Assembly of God – Walk for Health Awareness
*Paterson Gospel Church – Girls Way Out Program
Paterson Rotary
*Paterson YMCA 
Pequannock Street Fair
Pequannock Township First Aid and Rescue Squad
Pequannock Township Food Pantry
Pequannock Township High School Marching Band
Pequannock Township Little League 
Pequannock Township PBA Local #172
Pequannock Township Public Library 
Pequannock Township Regional Chamber of Commerce
Pequannock Township Volunteer Fire Department Engine Co. #1
Pequannock Township Volunteer Fire Department Engine Co. #2
 
Pequannock UNICO
Project Heartbeat
Project Lovematch
*Project Timothy
Prospect Park Volunteer Fire Department
Push to Walk
Ramapo-Bergen Animal Refuge, Inc. 
Ramapo Boosters Association 
Ramapo High School 
Ridgewood Baseball and Softball Association
Ridgewood Biddy Basketball
Ridgewood Boys Lacrosse Association
Ridgewood Downtown for the Holidays
Ridgewood Education Foundation
Ridgewood Emergency Services
Ridgewood Fire Department Association
Ridgewood Fourth of July Committee
Ridgewood High School Band Association
Ridgewood High School Football Scholarship Committee
Ridgewood PBA Local #20 Ridgewood Rotary Clubs
Ridgewood Singers
Ridgewood Softball
Ridgewood Woman’s Club
Robert P. Giaimo Memorial Fund
Rodland Memorial Scholarship Fund
Roy A Freitag Memorial Post 1049
Royal Family Kids Camp
Ruth Estrin Goldberg Memorial
*St. Joseph Church – One Heart for Haiti 
*St. Leon Armenian Church Youth Programs
*St. Luke Parish – Operation Chillout
*St. Nicholas Church Outreach Programs
*St. Spyridon Church Restoration Program
Share Housing Association for Ridgewood and Environs (SHARE)
 
Shomrei Torah – Wayne Congregation
Shrine Circus
Social Service Association of Ridgewood and Vicinity
Somerville-Hawes Dads’ Night
Sons of the American Legion Post
Special Projects for Underprivileged and Disabled
Suburban Woman’s Club of Pompton Plains
Summit Speech School 
Team Luke
Temple Israel 
Tomorrow’s Children’s Fund
Torpedoes Soccer Club
Towaco – Cedar Hill School – Home and School Association
Towaco Civic Association
Tri County Chamber of Commerce – Wayne
*Turning Point UFC Bergen Bike Tour
*United Methodist Church Mission Programs – Wayne 
Valley Hospital
Veritans Camp
Waldwick Baseball Association
Waldwick Boy Scout Troop #99
Waldwick Community Alliance 
Waldwick Fire Department 
Waldwick High School 
Waldwick High School Booster Club
Waldwick High School Music
Parents Association Waldwick – Julia A. Traphagen School PSO
Waldwick Lions Club
Waldwick PBA
Waldwick Public Library
Waldwick Recreation Trust Fund
Waldwick Soccer Association
Waldwick Volunteer Ambulance Corps
Wayne Adult Community Center 
Wayne – Albert Payson Terhune School PTO
Wayne – Community Volunteer Fire Company #1
 
Wayne Counseling and Family Services
Wayne Day
Wayne Elks Lodge #2181
Wayne Hills High School 
Wayne Hills High School Band Boosters
Wayne Hockey Club
Wayne – James Fallon Elementary School PTO
Wayne – Lafayette Elementary School PTO
Wayne Lions Club
Wayne Little League
Wayne Little League – NJ District 2
Wayne Police Athletic League
Wayne PBA Local 136
Wayne – Pompton Falls Volunteer Fire Department #3
Wayne – Preakness Volunteer Fire Company #4
Wayne Public Library
Wayne Rotary Club
Wayne – Schuyler Colfax Middle School PTO
Wayne Township Memorial First Aid Squad
Wayne Township Parks and Recreation Department
Wayne Valley High School PTO
West Bergen Mental Healthcare
Westwood Cares
Westwood Home for the Holidays
Westwood Volunteer Ambulance Corps 
William Paterson University 
Wyckoff – Calvin Coolidge School PTO
Wyckoff Education Foundation
Wyckoff Fire Department
Wyckoff Fire Department Ladies Auxiliary
Wyckoff-Midland Park Rotary Club
Wyckoff Volunteer Ambulance Corps
YM-YWHA of North Jersey 
Youth Consultation Service
*Zion Lutheran School 
Zonta Club of Northern Valley
 
* Denotes Christian Charity
 

 
S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 

11 
 
2007 TITHING PROGRAM RECIPIENTS
 

The Atlantic Stewardship Bank is pleased to feature two outstanding organizations that serve the Bank’s local communities. It is an honor for us to help support their work.
 
OASIS: A HAVEN FOR WOMEN AND CHILDREN
PATERSON, NJ – WWW.OASISNJ.ORG

 
Oasis is a nonprofit organization dedicated to assisting impoverished families who strive to achieve economic independence by providing educational programs to equip mothers and their children with the skills they need to become self-sufficient. Oasis provides “a hand up, not a hand out” by offering Adult Education classes for women and Educational Pro-grams in an After School Program for at-risk youth in the Paterson community, completely free of charge. All pro-grams are designed to help these families succeed in the work-place and in the public education system. Support services, including food, clothing, and preschool care, are provided enabling their adult woman students to focus on their education. It is Oasis’s goal to eradicate intergenerational poverty by assisting the poorest most vulnerable members of our community, the women and children.


 

 
Standing: Tyler Boucher, Blanca Boucher and Pastor Jeffrey Boucher. Seated: Zachary Boucher and Erin Perna.
 
TOUCH THE WORLD MINISTRIES
ALLENDALE, NJ – WWW.TOUCHTHEWORLD.ORG
 
Founded in 1990, Touch the World Ministries, purpose was, and continues to be, to give young people the opportunity to experience God. In direct response to parents who were concerned about the static faith of their children, founder, CEO and pastor, Jeff Boucher set out with a team of teens to the Six Nations Indian Reserve in Ontario, Canada. Their mission was simple; to build two cabins to house Native American children suffering from difficult circumstances. The team achieved their construction goal in 17 days, but also managed to accomplish much more. The greater goal was to give the team members an experience with God and the results were farther reaching than initial expectations. Every teen returned from that trip with a new relationship with God. Immediately following the team’s return from that first trip, more than 30 adults volunteered their service after seeing the internal changes in the returned team members. Thus Touch the World Ministries was born.
 
God continued to bless TTW in the years that followed, with the organization growing rapidly; hiring on its first full time employee in 1993. From then on, Touch the World began to take shape and turn into the organization that it is today.
 
Today, Touch the World has full time staff members in Japan, Uganda, Cuba, Scotland, and the USA. The heartbeat of TTW is still missions and discipleship, but in recent years has expanded to include Parent Ministries, a full service café, a skateboarding park and much more. All Touch the World endeavors seek to bring people, particularly young people, into a closer relationship with God our Creator and Savior
 
2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S

 
 

12 

CUSTOMER CORNER
 

The Atlantic Stewardship Bank is known throughout northern New Jersey not only for its unique tithing program, but also for delivering exceptional customer service. We realize that happy, satisfied cus-tomers allow the Bank to continue to grow and fulfill its mission. Each year we take this opportunity to feature a few of our loyal customers.
 
 
“We bank at Atlantic Stewardship Bank because of their faithful support of local charitable, civic, and religious organizations. During the last 20 years, they have donated more than $5,000,000 – 10% of their profits – to help over 400 neighborhood organizations continue their community outreach. As owners of the Vander Plaat Funeral Home of Wyckoff, a family business founded in 1805, we applaud and appreciate their commitment to the community.”
 
Bill and Linda Brock
Vander Plaat Funeral Home
Wyckoff, NJ 

 
 
“Our family has a three-generation history with Atlantic Stewardship Bank. I worked in the Midland Park branch of ASB for 3-1/2 years before my sons, George and Sam, were born and I came to know and respect them for their generosity and fairness. Their customers regard them in the same way as their employees do.

Ever since the Bank was formed in 1985, my father-in-law, Luis Rojas and my husband George, have been faithful friends and supporters. Our accounting and mortgage services company, Prospect Park Financial Services, does all of its business banking with ASB. The bank is like a family to us, where you can feel at home and have a relation-ship that benefits all of your personal and business needs. In an ever-changing world, it is good to know that the stability and strength of Atlantic Stewardship Bank will be supporting the future goals of the Rojas family.”
 
Anita Rojas
North Haledon, NJ 

 
S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 

13 
 
BRANCH NETWORK EXPANDS
 

During 2007, Atlantic Stewardship Bank opened three new branch offices, each featuring an ATM, coin counting machine, safe deposit boxes, night drop, and the ASBean Coffee Counter.
 
WYCKOFF 
378 Franklin Avenue, Wyckoff, NJ 07481 
 
Opened in April of 2007, the Wyckoff office was built to serve the needs of our existing Wyckoff customer base as well as to attract new customers. The residents of Wyckoff are quite impressed with our building and our products and services as demonstrated by the steady growth of deposits.
 
WESTWOOD
200 Kinderkamack Road, Westwood, NJ 07675 
 
Opened in September of 2007, the Westwood office was totally renovated inside and out. Located at a busy intersection on the main thoroughfare, we have high hopes for our entry into this new market.
 
NORTH HALEDON 
33 Sicomac Road, North Haledon, NJ 07508 
 
Opened in December of 2007, the North Haledon office bridges the gap between our Midland Park and Wayne offices. This office allows us to more conveniently serve our existing North Haledon customer base while attracting new customers. We look forward to our Grand Opening Celebration planned for the Spring of 2008.
 
“I would like to take this opportunity to thank Atlantic Stewardship Bank for their recent donation to the Forum School. This contribution will be used to expand the programs we offer to our special children. Such thoughtfulness is greatly appreciated.
 
I would also like to thank you for your exceptional help with all of our banking needs. It is always a pleasure to deal with you and the Waldwick office.”
 
Steven Krapes, Ed.D.,
Director,
The Forum School, Waldwick, NJ 
 



 
Atlantic Stewardship Bank’s Wyckoff office.

 
2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S

 
 

14 

OFFICERS
 

STEWARDSHIP FINANCIAL CORPORATION OFFICERS
 
William C. Hanse, Esq.
Chairman of the Board of Directors
 
Abe Van Wingerden
Vice Chairman of the Board of Directors
 
Paul Van Ostenbridge
President and Chief Executive Officer
 
Robert J. Turner
Secretary
 
Julie E. Holland
Senior Vice President and Treasurer
 
Timothy G. Madden
Senior Vice President
 
Angela P. Turi
Vice President
 
Mary Beth Steiginga
Assistant Secretary
 
ATLANTIC STEWARDSHIP BANK OFFICERS
 
Paul Van Ostenbridge
President and Chief Executive Officer
 
Julie E. Holland
Senior Vice President and Treasurer
 
Timothy G. Madden
Senior Vice President
 
Robert C. Vliet
Senior Vice President
 
M. Bernard Joustra
Vice President
 
Rene Miranda
Vice President
 
Douglas Olsen
Vice President
 
Cynthia A. Perrotta
Vice President
 
Richard D. Powers
Vice President
 
Raymond J. Santhouse
Vice President
 
 
Gail K. Tilstra
Vice President
 
Angela P. Turi
Vice President
 
David J. Van Lenten
Vice President
 
Alma M. Baxter
Assistant Vice President
 
Karen Bulley
Assistant Vice President
 
Janet Decker
Assistant Vice President
 
Richard Densel
Assistant Vice President
 
Diane Ingrassia
Assistant Vice President
 
John S. Krantz
Assistant Vice President
 
Nicholas Latora
Assistant Vice President
 
Thomas A. Maselli
Assistant Vice President
 
James O’Brien
Assistant Vice President
 
Louise Rohner
Assistant Vice President
 
Amanda Bialy
Assistant Secretary
 
Yanet Cordero de Marti
Assistant Secretary
 
Richard P. Cuneo
Assistant Secretary
 
Ellie King
Assistant Secretary
 
Grace Lobbregt
Assistant Secretary
 
Michael Mangine
Assistant Secretary
 
Kelly Nienhouse
Assistant Secretary
 
Kristine Rasile
Assistant Secretary
 
Judi Rothwell
Assistant Secretary
 
Mary Beth Steiginga
Assistant Secretary
 
Tonni von Schaumburg
Assistant Secretary
 
Barbara S. Vincent
Assistant Secretary
 
Peggy Weber
Assistant Secretary
 
Virginia M. Lowe
Compliance Officer
 
John Lindemulder
Administrative Assistant
 
Larry Marra
Administrative Assistant
 
Amy Miller
Administrative Assistant
 
Jean M. Schaver
Administrative Assistant
 
William J. Tussi
Administrative Assistant
 
Joan Van Houten
Administrative Assistant
 
Kenneth C. Wehinger
Administrative Assistant
 

 
S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y

 
 

15 

STEWARDSHIP FINANCIAL CORPORATION
 
 
Prior to the establishment of the Stewardship Financial Corporation holding company, the stock was originally issued in the name of Atlantic Stewardship Bank. The initial offering required a minimum purchase of 200 shares at the price of $10 per share.
 
The Corporation declared its first cash dividend in 1990 and cash dividends have been paid annually. To assist interested shareholders in purchasing additional shares of stock, The Board of Directors introduced a Dividend Reinvestment Plan in 1994.
 
We are pleased to report the original investment of $2,000 was worth $31,163 as of year-end 2007 when the assumption was made that the shareholder took advantage of the Dividend Reinvestment Plan; stock splits as well as stock dividends. The twenty-two year return to the original investor is 13.55%.
 
 
Pictured from left to right: William C. Hanse, Esq., Chairman of the Board of Directors; Jacob and Milvi Vander Eems; and Paul Van Ostenbridge, CEO, Atlantic Stewardship Bank, attend the Wyckoff Branch evening reception.
 
 
“Thank you for your donation to the Emergency Food Coalition of Passaic County. For every four dollars that you gave we were able to purchase enough grocery meals to feed each needy person who came to us for a week. Most of our clients are families and many are working poor barely able to afford their rent.
Thank you for your thoughtfulness and your support. From the staff and members of the EFC, I wish you the very best in 2008.”
William P. Long
Coordinator
Emergency Food Coalition of Passaic County 
Paterson, NJ 
 

 
CORPORATE ATTORNEYS
 
Stewardship Financial Corporation
McCarter & English, LLP Attorneys at Law 4 Gateway Center Newark, NJ 07102 973-622-4444
 
Atlantic Stewardship Bank
Hanse & Hanse 2035 E. Hamburg Turnpike Wayne, NJ 07040 973-831-8700
 
STEWARDSHIP FINANCIAL CORPORATION
 
We are proud to advise the following brokers make a market in Stewardship Financial Corporation stock:
 
Keefe, Bruyette & Woods
787 Seventh Avenue, 4th Floor New York, NY 10019 212-887-7777
 
Sandler O’Neill & Partners, L.P.
919 Third Avenue, 6th Floor New York, NY 10022 800-635-6851
 
Stifel, Nicolaus & Company, Inc.
18 Columbia Turnpike Florham Park, NJ 07932 800-793-7226
 
TRANSFER AGENT REGISTRAR AND DIVIDEND REIMBURSEMENT AGENT
 
To report a change of name or address, or a lost stock certificate or dividend check, contact:
 
Registrar and Transfer Company
10 Commerce Drive Cranford, NJ 07016 800-368-5948 www.rtco.com
 
Shareholder Relations Stewardship Financial Corporation Corporate Division 201-444-7100 www.asbnow.com

 
2 0 0 7 A N N U A L R E P O R T – N E W H O R I Z O N S
 
 

 
16
BRANCH LOCATIONS AND STAFF
 

 
HEADQUARTERS – MIDLAND PARK 
 
630 Godwin Avenue 
 
Raymond J. Santhouse
Branch Manager, Vice President & Regional Manager
 
Richard Densel
Assistant Branch Manager & Assistant Vice President
 
HAWTHORNE 
 
1111 Goffle Road 
 
George Kotevski
Branch Operations Manager
 
HAWTHORNE 
 
386 Lafayette Avenue 
 
Diane Ingrassia
Branch Manager, Assistant Vice President & Regional Manager
 
Grace Lobbregt
Assistant Branch Manager & Assistant Secretary

 
 
Tom Maselli, Wyckoff Branch Manager, presents prizes to the winners of the Wyckoff Branch Grand Opening Coloring Contest.
 
 
MONTVILLE 
 
2 Changebridge Road 
 
Judi Rothwell
Branch Manager & Assistant Secretary
 
NORTH HALEDON 
 
33 Sicomac Road 
 
Thomas A. Maselli
Branch Manager & Assistant Vice President
 
Linda Martin
Branch Operations Manager
 
PEQUANNOCK
 
249 Newark-Pompton Turnpike
 
Louise Rohner
Branch Manager & Assistant Vice President
 
Kristine Rasile
Assistant Branch Manager & Assistant Secretary
 
“On behalf of all the staff here at Wyckoff Christian Preschool and Kindergarten, we want to thank you for the very generous gift that has been given to us from your Tithing Program. Our preschool offers programs for children from 2-1/2 to 6 years old. Your very generous gift will be used to purchase additional computer equipment for the classrooms.” Rose Barrett Administrative Director Wyckoff Christian Preschool & Kindergarten Wyckoff, NJ 
 

 
RIDGEWOOD 
 
190 Franklin Avenue 
 
Amanda Bialy
Branch Manager & Assistant Secretary
 
Catherine Bobadilla
Assistant Branch Manager
 
WALDWICK
 
64 Franklin Turnpike
 
Kelly Nienhouse
Branch Manager & Assistant Secretary
 
Michelle Albert
Assistant Branch Manager
 
WAYNE 
 
400 Hamburg Turnpike
 
Douglas Olsen
Branch Manager, Vice President & Regional Manager
 
Amy Miller
Assistant Branch Manager & Administrative Assistant

 
WAYNE HILLS 
 
87 Berdan Avenue 
 
John Lindemulder
Branch Manager & Administrative Assistant
 
WAYNE VALLEY 
 
311 Valley Road 
 
Richard P. Cuneo
Branch Manager & Assistant Secretary
 
WESTWOOD
 
200 Kinderkamack Road 
 
Barbara S. Vincent
Branch Manager & Assistant Secretary
 
WYCKOFF 
 
378 Franklin Avenue 
 
Thomas A. Maselli
Branch Manager & Assistant Vice President
 
Joan Van Houten
Assistant Branch Manager & Administrative Assistant
 
 
S T E W A R D S H I P F I N A N C I A L C O R P O R A T I O N A N D S U B S I D I A R Y
 
 

 
STEWARDSHIP FINANCIAL CORPORATION AND SUBSIDIARYSTOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return on a hypothetical $100 investment made on December 31, 2002 in: (a) Stewardship Financial Corporation’s common stock; (b) Nasdaq Bank Index; (c) Peer index; and Nasdaq Composite Index. The Peer index consists of ten banks located in New Jersey and Pennsylvania with total asset size and operating performance comparable with the Corporation. The peer group consists of 1st Constitution Bancorp, BCB Bancorp, Inc., Central Jersey Bancorp, Codorus Valley Bancorp, Inc., Community Bank of Bergen County, Mid Pen Bancorp, Somerset Hills Bancorp, Sterling Bank, Sussex Bancorp, and Unity Bancorp, Inc. The information provided is not necessarily indicative of the Corporation’s future performance.

 
Graphic

 
   
Period Ending
 
Index
 
12/31/02
   
12/31/03
   
12/31/04
   
12/31/05
   
12/31/06
   
12/31/07
 
Stewardship Financial Corporation
  $ 100.00     $ 191.19     $ 189.99     $ 187.07     $ 183.62     $ 197.78  
Nasdaq Bank Index
    100.00       132.59       150.40       147.42       167.54       134.67  
Peer Index
    100.00       153.27       180.80       187.37       192.03       166.18  
Nasdaq Composite Index
    100.00       150.64       164.35       167.78       185.12       204.80  

A-1


STEWARDSHIP FINANCIAL CORPORATION AND SUBSIDIARYCONSOLIDATED FINANCIAL SUMMARY OF SELECTED FINANCIAL DATA
 
The following table presents selected financial data as of and for the years ended December 31, 2003, 2004, 2005, 2006 and 2007. The selected financial data is derived from our audited consolidated financial statements appearing elsewhere in this report.

   
December 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(Dollars in thousands, except per share amounts)
 
       
Earnings Summary:
                             
                               
Net interest income
  $ 19,430     $ 19,084     $ 18,211     $ 16,367     $ 14,324  
Provision for loan losses
    (530 )     (264 )     (600 )     (540 )     (425 )
Net interest income after provision for loan losses
    18,900       18,820       17,611       15,827       13,899  
Noninterest income
    4,414       4,189       3,240       2,726       2,894  
Noninterest expense
    16,629       15,629       13,867       12,501       11,394  
Income before income tax expense
    6,685       7,380       6,984       6,052       5,399  
Income tax expense
    2,078       2,627       2,504       2,204       1,908  
Net income
  $ 4,607     $ 4,753     $ 4,480     $ 3,848     $ 3,491  
                                         
Common Share Data: (1)
                                       
                                         
Basic net income
  $ 0.87     $ 0.90     $ 0.85     $ 0.75     $ 0.68  
Diluted net income
    0.87       0.89       0.85       0.74       0.68  
Cash dividends declared.
    0.34       0.29       0.24       0.20       0.16  
Book value at year end
    7.74       7.08       6.38       5.86       5.29  
Average shares outstanding, net of treasury stock
    5,294       5,272       5,240       5,157       5,090  
Shares outstanding at year end
    5,307       5,269       5,235       5,195       5,130  
Dividend payout ratio
    39.35 %     32.19 %     27.79 %     26.46 %     23.37 %
                                         
Selected Consolidated Ratios:
                                       
 
                                       
Return on average assets
    0.86 %     0.96 %     1.00 %     0.95 %     0.97 %
Return on average stockholders’ equity
    11.76 %     13.41 %     13.86 %     13.48 %     13.68 %
Average stockholders’ equity as a percentage of average total assets.
    7.34 %     7.19 %     7.20 %     7.06 %     7.12 %
Tier-I capital leverage (2)
    8.56 %     8.85 %     8.71 %     9.08 %     8.89 %
Tier-I risk based capital (3)
    10.76 %     11.25 %     11.16 %     12.48 %     12.93 %
Total risk based capital (3)
    11.77 %     12.28 %     12.21 %     13.57 %     14.03 %
Allowance for loan loss to total loans
    1.06 %     1.11 %     1.11 %     1.11 %     1.10 %
Nonperforming loans to total loans
    0.11 %     0.41 %     0.15 %     0.48 %     0.42 %
                                         
Selected Year-end Balances:
                                       
                                         
Total assets
  $ 571,905     $ 519,749     $ 482,727     $ 424,306     $ 401,768  
Total loans, net of allowance for loan loss
    415,690       365,443       341,976       292,909       258,776  
Total deposits
    472,299       434,223       403,466       356,730       341,335  
Stockholders’ equity
    41,090       37,306       33,384       30,460       27,149  
 
(1)
All share and per share amounts have been restated to reflect a 5% stock dividend paid November 2003, 2004, 2005 2006 and 2007, a 3 for 2 stock split that occurred July 2003 and a 4 for 3 stock split that occurred July 2005.

(2)
As a percentage of average quarterly assets.

(3)
As a percentage of total risk-weighted assets.

 
A-2

 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section provides an analysis of the Stewardship Financial Corporation’s (the “Corporation”) consolidated financial condition and results of operations for the years ended December 31, 2007 and 2006. The analysis should be read in conjunction with the related audited consolidated financial statements and the accompanying notes presented elsewhere herein.

This annual report contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” and “potential.” Examples of forward looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of the Corporation that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include: changes in general, economic and market conditions, legislative and regulatory conditions, or the development of an interest rate environment that adversely affects the Corporation’s interest rate spread or other income anticipated from operations and investments. As used in this annual report, “we” and “us” and “our” refer to Stewardship Financial Corporation and its consolidated subsidiary, Atlantic Stewardship Bank, depending on the context.

Introduction

The Corporation, organized in January 1995, as a business corporation under the laws of the State of New Jersey, was established by the Board of Directors of Atlantic Stewardship Bank (the “Bank”) to become a holding company for the Bank. The shareholders of the Bank approved the holding company formation at the annual meeting in 1996. After obtaining approval and submitting appropriate applications, the Corporation, on November 22, 1996, acquired all of the shares of the Bank in exchange for its own shares, on a share per share basis. The Bank, and its subsidiaries, Stewardship Investment Corporation and Stewardship Realty Corporation LLC, are wholly-owned subsidiaries of the Corporation. The Corporation also formed a second subsidiary in 2003, Stewardship Statutory Trust I (the "Trust”). The Trust was formed to issue Trust Preferred Securities to enhance the capital position of the Corporation. The Trust is not consolidated with the Corporation’s financial statements due to the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003) “Consolidation of Variable Interest Entities” (“FIN 46R”).

The Corporation conducts a general commercial and retail banking business encompassing a wide range of traditional deposit and lending functions along with the other customary banking services. Stewardship Investment Corporation is a wholly-owned nonbank subsidiary of the Bank, whose primary business is to own and manage a portion of the Bank’s investment portfolio. Stewardship Realty Corporation, a subsidiary of the Bank was formed in September 2005 to purchase a property located at 612 Godwin Avenue, Midland Park, Bergen County, New Jersey. The property, located next to the main office of the Corporation, will be used for future office space for the administrative area of the bank. The Corporation earns income and generates cash primarily through the deposit gathering activities of the branch network. These deposits are then utilized to fund the Corporation’s lending and investing activities.

The Corporation is affected by the overall economic conditions in northern New Jersey, the interest rate and yield curve environment, and overall national economy. These factors are relevant because they will affect our ability to attract specific deposit products, our ability to invest in loan and investment products, and our ability to earn acceptable profits without incurring increased risks.

When evaluating the financial condition and operating performance of the organization, management reviews historical trends, peer comparisons, asset and deposit concentrations, interest margin analysis, adequacy of loan loss reserve and loan quality performance, adequacy of capital under current positions as well as to support future expansion, adequacy of liquidity, and overall quality of earnings performance.

The Corporation has developed a strong deposit base with good franchise value. Challenges facing the organization are to continue to grow the existing branch levels, provide adequate technology enhancements to achieve efficiencies, offer a competitive product line, and provide the highest level of customer service.

During 2007, the Corporation began to develop the infrastructure needed to allow the entity to continue to build franchise value, expand its customer base, offer appropriate products and services to its existing and future customer base and enhance the overall presence of the Corporation to the markets. In March 2007 the Corporation moved its stock from trading on the bulletin board of NASDAQ to the NASDAQ Capital Market. This should provide improved visibility to the stock, better pricing to market and overall liquidity in the stock trading. This was an important milestone for the stockholders of the Corporation.

In March 2007 the Corporation opened its eleventh branch location at 378 Franklin Avenue, Wyckoff, Bergen County, New Jersey. This branch is a convenient location to service existing as well as new customers. It operates as a full service facility offering safe deposits, a two lane drive-up and an ATM drive-up facility.

 
A-3

 
 
In September 2007 the Corporation successfully opened its twelfth branch in Westwood, Bergen County, New Jersey.  This represents a new market for the Corporation, located in the eastern part of Bergen County. Westwood is a strong local community with a diversified mix of small business and retail markets. Management believes that with appropriate marketing efforts, the Corporation can provide the products and services to penetrate the existing banking competition and become a significant player in the community banking market in that area. In addition, the Corporation successfully negotiated a lease in the town of North Haledon, Passaic County and opened its thirteenth branch in December 2007. This branch is located between the Midland Park and Wayne area branches and will service existing customers as well as attract a new customer base.

Management believes that each of these branching opportunities will help contribute to a strong branch network. Although new branches such as these and Montville, opened in 2006, are in their infancy and do not adequately contribute to the profitability of the organization, management believes that these branches provide strong opportunities to help contribute to the future success of the organization. The branch network being established provides for strong coverage in both existing and new markets in strong towns in the three counties in which we operate. As the branches mature, they will provide a strong diverse customer base to provide for both consumer and business customers. In addition to the branch network, management increased the staffing in the commercial lending and new business development departments. The investment in these areas should provide benefits in the future in providing for new deposit and lending relationships.

The Corporation achieved all of these milestones while operating in an extremely challenging market. Competition in the northern New Jersey market continues to be intense and the challenges of operating most of the year in a flat interest rate market made it very difficult to attract deposits at appropriate interest rate levels. The declining of short term rates during the latter part of the year steepened the yield curve but came as a result of the decline in economic performance. The financial industry has had to face many difficulties surrounding the subprime mortgage market and a slow down in the real estate market. Although the area in which the bank operates has been somewhat shielded by the economic downturn, management continues to find it challenging to attract low cost core deposits and remains cautiously optimistic regarding the lending opportunities. The Corporation has not been involved in the subprime lending area and should not be negatively impacted in this area.

Considering these factors, the Corporation continued to perform well when compared with peer group performance. The Corporation will concentrate its efforts on growing and maturing its existing branch network and should see the benefits of its investment in the lending and new business infrastructure during 2008.

During the second quarter of 2007, the Corporation received a life insurance payout on the death of an officer of the Corporation and recorded other income totaling $459,000.

During the fourth quarter of 2006, Management completed two transactions that positioned the Corporation to improve future profitability and asset yields. The Corporation successfully completed a sale of its $3.4 million credit card portfolio to Elan Financial Services (“Elan”). Elan, a national provider of credit card services, purchased the portfolio and will continue to service and offer credit card products in the name of Atlantic Stewardship Bank. The proceeds from the sale were reinvested in other lending opportunities. The Corporation will realize, in addition to the premium paid on the portfolio, future income from Elan based on new card production and customer activity.

Management also completed the sale of $17.3 million available for sale securities that were yielding less than 5%. The proceeds realized from the sale were used to purchase higher yielding securities and to fund loan growth. Management anticipates that this transaction helped improve portfolio yields and reduced exposure to future interest rate risk.

Recent Accounting Pronouncements

A discussion of recent pronouncements and their effect on the Corporation’s financial statements can be found in Note 20 of the financial statements.

Critical Accounting Policies And Estimates

“Management’s Discussion and Analysis of Financial Condition and Results of Operation,” is based upon the Corporation’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Corporation to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the Corporation’s Audited Consolidated Financial Statements for the year ended December 31, 2007 contains a summary of the Corporation’s significant accounting policies. Management believes the Corporation’s policy with respect to the methodology for the determination of the allowance for loan losses involves 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. This critical policy and its application are periodically reviewed with the Audit Committee and the Board of Directors.

 
A-4

 
 
The allowance 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, 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 collectibility 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 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 Corporation’s allowance for loan losses. Such agencies may require the Corporation to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Corporation’s loans are secured by real estate in the State of New Jersey. Accordingly, the collectibility of a substantial portion of the carrying value of the Corporation’s loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or the northern New Jersey area experience an adverse economic shock. Future adjustments to the allowance for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Corporation’s control.

Earnings Summary

The Corporation reported net income of $4.6 million, or $0.87 basic earnings per share, for the year ended December 31, 2007, a decrease of $146,000, or 3.1%, below the $4.8 million recorded for 2006. Earnings decreased as a result of increases in noninterest expense and provision for loan losses, partially offset by increases of net interest income and noninterest income.

The Corporation has been operating in a volatile interest rate environment for the last three years. The targeted federal funds rate, a strong indicator of short term interest rates began 2005 at 2.25%. The rate was increased 25 basis points each time the Federal Open Market Committee (FOMC) met in 2005 ending the year at 4.25%. Rate increases continued in 2006, reaching a high of 5.25% in June 2006. The FOMC then held short term rates steady until September 2007 and then began injecting liquidity into the markets, thereby decreasing interest rates for the rest of the year. Targeted federal funds rate ended the year at 4.25%. The impact of the actions of the FOMC along with economic and inflation indicators had the Corporation operating in an inverted to flat yield curve from January 2006 through the summer of 2007. The yield curve has steepened during the last five months of 2007 being impacted by the decline in short term interest rates.

During this time period, the competition to attract deposit balances has been intense, with customers opting out of low or no interest bearing core deposits into higher yielding certificates of deposits. Financial institutions looking to grow their balance sheets and fund loan activity have been aggressive in offering above market rates to attract new money to their organizations. This has put tremendous pressure on the net interest margins at community banks and has negatively impacted banks’ abilities to grow core deposits and earnings.

The return on average assets decreased in 2007 to 0.86% from 0.96% in 2006. The return on average equity decreased to 11.76% in 2007 from 13.41% in 2006.

Results of Operations

Net Interest Income

The Corporation’s principal source of revenue is the net interest income derived from the Bank, which represents the difference between the interest earned on assets and interest paid on funds acquired to support those assets. Net interest income is affected by the balances and mix of interest-earning assets and interest-bearing liabilities, changes in their corresponding yields and costs, and by the volume of interest-earning assets funded by noninterest-bearing deposits. The Corporation’s principal interest-earning assets are loans made to businesses and individuals and investment securities.

In 2007, net interest income, on a tax equivalent basis, increased to $19.8 million from $19.4 million in 2006, an increase of $449,000, or 2.3%. This was caused by an increase of $7.5 million, or 7.2%, in net average interest-earning assets (average interest-earning assets less average interest-bearing liabilities).

Interest income, on a tax equivalent basis, increased $3.4 million, or 11.3%, during 2007 to $33.7 million from $30.3 million earned during 2006. The increase was due to an increase in the average volume of interest-earning assets and an increase in yields on interest-earning assets. Average interest-earning assets increased $39.1 million in 2007, or 8.4%, over the 2006 amount with average loans attributing to $26.1 million of the increase due primarily to the Corporation’s competitiveness within the marketplace. Yields on interest earning assets increased 17 basis points from 6.52% in 2006 to 6.69% in 2007.

 
A-5

 
 
Interest expense increased $3.0 million, or 27.2%, during 2007 to $13.9 million. The increase was due to an increase in average interest-bearing liabilities of $31.6 million, or 8.8%, to $393.2 million during 2007. Yields on interest-bearing liabilities increased to 3.5% during 2007 from 3.02% during 2006. Average noninterest-bearing deposits increased $4.4 million, or 4.8%, to $96.7 million. The Corporation operated in an extremely challenging interest rate environment with customers demanding higher yielding deposit products. The Corporation continued to experience a shift from low cost demand and savings to higher yielding money market accounts and certificates of deposit. The Corporation supplemented its branch deposit network with a mix of brokered certificates of deposit, wholesale repurchase agreements and Federal Home Loan Bank borrowings. These alternative funding sources are helping to lower cost of funds and provide for better managing of interest rate risk. The Corporation was successful in opening three new branches to extend and strengthen its branch network. It also has developed a new Genesis Account which is a tiered interest bearing demand account targeted toward churches and nonprofit organizations. The Corporation underwent a core processing conversion during the fourth quarter which sets the foundation for additional products and services to be offered in the future. The online banking product for the organization moved from a batch processing to a real time processing which provides more consistent and current account information to our customers. Additional new products and services will begin to be offered in 2008 which will hopefully be successful in attracting new core deposit business and consumer customers to the organization.

The following table reflects the components of the Corporation’s net interest income for the years ended December 31, 2007 and 2006 including, (1) average assets, liabilities, and stockholders’ equity, (2) interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities, (3) average yields earned on interest-earning assets and average rates paid on interest-bearing liabilities, and (4) net yield on interest-earning assets. Nontaxable income from investment securities is presented on a tax-equivalent basis assuming a statutory tax rate of 34% for the years presented. This was accomplished by adjusting this income upward to make it equivalent to the level of taxable income required to earn the same amount after taxes.

 
A-6

 
 
   
2007
   
2006
 
               
Average
               
Average
 
         
Interest
   
Rates
         
Interest
   
Rates
 
   
Average
   
Income/
   
Earned/
   
Average
   
Income/
   
Earned/
 
   
Balance
   
Expense
   
Paid
   
Balance
   
Expense
   
Paid
 
   
(Dollars in thousands)
 
                                     
Assets
                                   
                                     
Interest-earning assets:
                                   
Loans (1)
  $ 385,954     $ 27,517       7.13 %   $ 359,806     $ 25,619       7.12 %
Taxable investment securities (1)
    93,732       4,921       5.25       85,322       3,732       4.37  
Tax-exempt investment securities (1) (2)
    23,372       1,200       5.13       18,702       868       4.64  
Other interest-earning assets
    631       45       7.13       741       51       6.88  
Total interest-earning assets
    503,689       33,683       6.69       464,571       30,270       6.52  
Non-interest-earning assets:
                                               
Allowance for loan losses
    (4,184 )                     (4,020 )                
Other assets.
    34,084                       32,862                  
Total assets
  $ 533,589                     $ 493,413                  
                                                 
Liabilities and Stockholders' Equity
                                               
Interest-bearing liabilities:
                                               
Interest-bearing demand deposits.
  $ 134,219     $ 3,432       2.56 %   $ 116,405     $ 2,064       1.77 %
Savings deposits.
    37,171       282       0.76       41,682       256       0.61  
Time deposits.
    181,973       8,297       4.56       160,816       6,560       4.08  
Repurchase agreements.
    12,192       505       4.14       7,461       331       4.44  
FHLB borrowings
    20,379       877       4.30       27,923       1,218       4.36  
Subordinated debenture
    7,217       487       6.75       7,217       487       6.75  
Total interest-bearing liabilities
    393,151       13,880       3.53       361,504       10,916       3.02  
Noninterest-bearing liabilities:
                                               
Demand deposits
    96,659                       92,217                  
Other liabilities
    4,624                       4,234                  
Stockholders' equity
    39,155                       35,458                  
Total liabilities and stockholders' equity
  $ 533,589                     $ 493,413                  
                                                 
Net interest income (taxable equivalent basis)
            19,803                       19,354          
Tax equivalent adjustment
            (373 )                     (270 )        
Net interest income
          $ 19,430                     $ 19,084          
                                                 
Net interest spread (taxable equivalent basis)
                    3.16 %                     3.50 %
                                                 
Net yield on interest-earning assets (taxable equivalent basis) (3)
                    3.93 %                     4.17 %
_______________________
(1)
 For purpose of these calculations, nonaccruing loans are included in the average balance. Fees are included in loan interest. Loans and total interest-earning assets are net of unearned income. Securities are included at amortized cost.

(2)
The tax equivalent adjustments are based on a marginal tax rate of 34%.

(3)
Net interest income (taxable equivalent basis) divided by average interest-earning assets.

 
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The following table analyzes net interest income in terms of changes in the volume of interest-earning assets and interest-bearing liabilities and changes in yields earned and rates paid on such assets and liabilities on a tax equivalent basis. The table reflects the extent to which changes in the Corporation’s interest income and interest expense are attributable to changes in volume (changes in volume multiplied by prior year rate) and changes in rate (changes in rate multiplied by prior year volume). Changes attributable to the combined impact of volume and rate have been allocated proportionately to changes due to volume and changes due to rate.

   
2007 Versus 2006
 
   
(In thousands)
 
   
Increase (Decrease)
       
   
Due to Change in
       
   
Volume
   
Rate
   
Net
 
                   
Interest income:
                 
                   
Loans
  $ 1,864     $ 34     $ 1,898  
Taxable investment securities
    392       797       1,189  
Tax-exempt investment securities
    233       99       332  
Other interest-earning assets
    (8 )     2       (6 )
                         
Total interest-earning assets
    2,481       932       3,413  
                         
Interest expense:
                       
                         
Interest-bearing demand deposits
  $ 352     $ 1,016     $ 1,368  
Savings deposits
    (30 )     56       26  
Time deposits
    917       820       1,737  
Repurchase agreements
    197       (23 )     174  
FHLB borrowings
    (325 )     (16 )     (341 )
                         
Total interest-bearing liabilities
    1,111       1,853       2,964  
                         
Net change in net interest income
  $ 1,370     $ (921 )   $ 449  

Provision for Loan Losses
 
The Corporation maintains an allowance for loan losses considered by management to be adequate to cover the inherent risk of loss associated with its loan portfolio. On an ongoing basis, management analyzes the adequacy of this allowance by considering the nature and volume of the Corporation’s loan activity, financial condition of the borrower, fair market value of underlying collateral, and changes in general market conditions. Additions to the allowance for loan losses are charged to operations in the appropriate period. Actual loan losses, net of recoveries, serve to reduce the allowance. The appropriate level of the allowance for loan losses is based on estimates, and ultimate losses may vary from current estimates.

The loan loss provision totaled $530,000 for the year ended December 31, 2007, bringing the allowance for loan loss to $4.5 million, or 1.06% of total loans. This compared to a loan loss provision of $264,000 for the year ended December 31, 2006 and an allowance for loan loss of $4.1 million, or 1.11% of total loans.  The loan loss provision for the year ended 2007 was impacted by several significant factors.  Gross loans increased $50.5 million in 2007, from $370.0 million at December 31, 2006 to $420.6 million at December 31, 2007. $24.6 million of the growth in 2007 occurred during the fourth quarter, with a majority of the noted growth in the categories of commercial real estate and commercial loans. This loan growth was a significant factor in establishing the appropriate level of allowance and the loan loss provision for the year. In addition to the overall growth noted, the Corporation considered the types of loans associated with the growth, as well as the overall seasoning of the new loans to determine the appropriate risk that was inherent in the portfolio.

Although net chargeoffs increased during the year ended December 31, 2007, the Corporation has historically experienced very low chargeoffs, and total net chargeoffs for 2007 represented just 0.05% of total loans.

Total nonperforming loans totaled $481,000, the lowest level over the past five years, representing only 0.11% of total loans. One measure which the Corporation uses to determine the adequacy of the allowance for loan losses is the coverage ratio, which calculates the allowance for loan losses as a percent of nonperforming loans. The coverage ratio as of December 31, 2007 was 926.6% compared to 267.3% as of December 31, 2006.

 
A-8

 
 
In addition to these factors, the Corporation evaluated the economic conditions and overall real estate climate in the primary business markets in which it operates in when considering the overall risk of the lending portfolio. Although it is clear that there has been a deterioration in the economy and real estate market on a national level, the local market where the Corporation operates has not been impacted as significantly.

Noninterest Income

Noninterest income consists of all income other than interest income and is principally derived from service charges on deposits, gain on sales of mortgage loans, income derived from bank owned life insurance, fees on safe deposit boxes, credit card merchant income and income derived from debit cards and ATM usage.

Noninterest income increased $225,000, or 5.4%, to $4.41 million during the year ended December 31, 2007, when compared with $4.2 million during the comparable 2006 period. Income of $459,000 was recorded as a result of a death benefit insurance payment received in the quarter ended June 30, 2007. Income derived from the merchant credit card processing program increased $219,000, or 17.7%, due to an expanding merchant base. The Corporation has marketed its merchant services to its existing business customers as well as new prospective customers. Businesses are analyzed prior to being offered the merchant services to ensure the Corporation is maintaining the appropriate amount of risk with in the servicing product. Gain on sales of mortgage loans increased $83,000, or 35.3% due to an increased volume of loans originated and sold. Fees and service charge income declined $104,000, or 6.3%, as consumers and small business shifted to free or low balance maintenance checking products and a decline in the fees received through the overdraft checking program. Miscellaneous income declined $135,000, or 31.1% due primarily to the loss of other income from the credit card portfolio of $146,000 due to its sale. Noninterest income for 2006 contained earnings from the gain on the sale of the credit card portfolio of $746,000. The sale of the credit card portfolio was completed during the fourth quarter of 2006, pursuant to which management sold $3.4 million credit card loans to Elan. Under the agreement, Elan purchased the portfolio for a 19% premium and agreed to honor the existing award program offered to customers. Under the terms of the agreement, cards are still offered in the name of Atlantic Stewardship Bank. The Corporation shares in income as new cards are issued and as cardholders complete transactions. An investment restructuring, completed during the fourth quarter of 2006, resulted in the sale of $17.3 million available for sale securities yielding less than 5% with a loss of $435,000. Proceeds were reinvested in higher yielding investments and loans that helped improve earning asset yields and decrease interest rate risk.

Noninterest Expense

Although management is committed to containing noninterest expense, the continued growth of the Corporation has caused noninterest expense to increase by $1.0 million or 6.4%, to $16.6 million for the year ended December 31, 2007, compared to $15.6 million for the same period in 2006. Salaries and employee benefits, the major component of noninterest expense, increased $561,000 or 8.3%. The increase was due primarily to staffing increases in lending, new business development, and the new Wyckoff, Westwood and North Haledon branches and for general merit and performance increases. Occupancy and equipment expenses increased $292,000 primarily due to the expenses relating to the three new branches. Advertising expense increased $142,000 due primarily to the need to advertise in our new markets and promote the new branches being opened and merchant processing expenses increased $184,000 due to the growth in the merchant business.

In accordance with its By-laws to tithe ten percent (10%) of its pre-tax profits to various charities, the Corporation had charitable contributions totaling $705,000 for the year ended December 31, 2007, a decrease of $50,000, or 6.6%, over the same period in 2006.

Income Taxes

Income tax expense totaled $2.1 million for the year ended December 31, 2007, for an effective tax rate of 31.1%, compared to $2.63 million, for an effective tax rate of 35.6% for the year ended December 31, 2006. The effective tax rate has decreased in 2007 due to the effect of the nontaxable death benefit proceeds being recorded. The decrease in the effective tax rate during 2006 can be attributed primarily to the tax deferred income derived from bank owned life insurance.

Financial Condition

Total assets at December 31, 2007 were $571.9 million, an increase of $52.2 million, or 10.0%, over the $519.7 million at December 31, 2006. This increase in assets reflects, among other things, a $50.2 million increase in net loans held for portfolio.

 
A-9

 

Loan Portfolio

The Corporation’s loan portfolio at December 31, 2007, net of allowance for loan losses, totaled $415.7 million, an increase of $50.2 million, or 13.7%, over the $365.4 million at December 31, 2006. Commercial real estate mortgage loans consisting of $209.1 million, or 49.7% of the total portfolio, comprised the largest portion of the loan portfolio. This represented an increase of $31.7 million from $177.4 million, or 47.9% of the total loan portfolio at December 31, 2006. Commercial loans increased $17.2 million to $89.8 million, representing 21.3% of the total loan portfolio. Consumer installment loans increased $4.4 million and residential real estate mortgages decreased $2.3 million. The Corporation continued its policy of selling the majority of its residential real estate loans in the secondary market. All of these loans have been sold with servicing released.

The Corporation’s lending activities are concentrated in loans secured by real estate located in northern New Jersey and therefore collectibility of the loan portfolio is susceptible to changes in real estate market conditions in the northern New Jersey market. The Corporation has not made loans to borrowers outside the United States.

At December 31, 2007, there were no concentrations of loans exceeding 10% of total loans outstanding. Loan concentrations are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other related conditions.

The following table sets forth the classification of the Corporation’s loans by major category at the end of the last five years:

   
December 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(In thousands)
 
                               
                               
Real estate mortgage:
                             
Residential
  $ 44,719     $ 47,020     $ 45,604     $ 41,569     $ 44,835  
Commercial
    209,082       177,411       163,309       130,762       109,708  
                                         
Commercial loans
    89,845       72,606       65,011       55,252       48,950  
                                         
Consumer loans:
                                       
Installment (1)
    56,796       52,389       51,540       47,218       41,067  
Home equity
    19,723       20,010       20,271       21,484       17,181  
Other
    424       560       506       260       238  
                                         
Total gross loans
    420,589       369,996       346,241       296,545       261,979  
Less: Allowance for loan losses
    4,457       4,101       3,847       3,299       2,888  
Deferred loan fees
    442       452       418       337       315  
Net loans
  $ 415,690     $ 365,443     $ 341,976     $ 292,909     $ 258,776  

(1)
Includes automobile, home improvement, second mortgages and unsecured loans. Credit card loans are also included for all years prior to December 31, 2006.

The following table sets forth certain categories of gross loans as of December 31, 2007 by contractual maturity. Borrowers may have the right to prepay obligations with or without prepayment penalties. This might cause actual maturities to differ from the contractual maturities summarized below.

         
After 1 Year
             
   
Within
   
But Within
   
After
       
   
1 Year
   
5 Years
   
5 Years
   
Total
 
   
(In thousands)
 
                         
Real estate mortgage
  $ 32,877     $ 12,445     $ 208,479     $ 253,801  
Commercial
    37,654       41,710       10,481       89,845  
Consumer
    2,362       8,595       65,986       76,943  
Total gross loans
  $ 72,893     $ 62,750     $ 284,946     $ 420,589  

 
A-10

 

The following table sets forth the dollar amount of all gross loans due one year or more after December 31, 2007, which have predetermined interest rates or floating or adjustable interest rates:

         
Floating or
       
   
Predetermined
   
Adjustable
       
   
Rates
   
Rates
   
Total
 
   
(In thousands)
 
                   
Real estate mortgage
  $ 58,140     $ 162,784     $ 220,924  
Commercial
    31,470       20,721       52,191  
Consumer
    65,919       8,662       74,581  
    $ 155,529     $ 192,167     $ 347,696  

Asset Quality

The Corporation’s principal earning asset is its loan portfolio. Inherent in the lending function is the risk of deterioration in a borrower’s ability to repay loans under existing loan agreements. Management realizes that because of this risk, reserves are maintained to absorb loan losses. In determining the adequacy of the allowance for loan losses, management of the Corporation considers the risks inherent in its loan portfolio and changes in the nature and volume of its loan activities, along with general economic and real estate market conditions. Although management attempts to establish a reserve sufficient to offset probable incurred losses in the portfolio, changes in economic conditions, regulatory policies and borrower’s performance could require future changes to the allowance.

The Corporation utilizes a two tier approach by (1) identifying problem loans and allocating specific loss allowances on such loans and (2) establishing a general valuation allowance on the remainder of its loan portfolio. The Corporation maintains a loan review system that allows for a periodic review of its loan portfolio and the early identification of potential problem loans. Such a system takes into consideration, among other things, delinquency status, size of loans, type of collateral and financial condition of the borrowers. Allocations of specific loan loss allowances are established for identified loans based on a review of such information and/or appraisals of underlying collateral. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loss experience, composition of loan portfolio, current economic conditions and management’s judgment.

The Corporation’s accounting policies are set forth in Note 1 to the audited financial statements. The application of some of these policies requires significant management judgment and the utilization of estimates. Actual results could differ from these judgments and estimates resulting in a significant impact on the financial statements. A critical accounting policy for the Corporation is the policy utilized in determining the adequacy of the allowance for loan losses. Although management uses the best information available, the level of the allowance for loan 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 Corporation’s allowance for loan losses. Such agencies may require the Corporation to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Corporation’s loans are secured by real estate in the State of New Jersey. Accordingly, the collectibility of a substantial portion of the carrying value of the Corporation’s loan portfolio is susceptible to changes in the local market conditions and may be adversely affected should real estate values decline or the northern New Jersey area experience an adverse economic shock. Future adjustments to the allowance may be necessary due to economic, operating, regulatory, and other conditions beyond the Corporation’s control. The allowance for loan losses represents 1.06% of total loans, or 9.3 times non-performing loans at December 31, 2007, compared with 1.11% of total loans or 2.7 times non-performing loans at December 31, 2006. In management’s opinion, the allowance for loan losses totaling $4.5 million is adequate to cover losses inherent in the portfolio at December 31, 2007.

Nonperforming Assets

Nonperforming assets include nonaccrual loans, restructured loans, loans past due 90 days or more and accruing, and other real estate owned. There was no other real estate owned assets for the periods presented. The Corporation’s loans are generally placed in a nonaccrual status when they become past due in excess of 90 days as to payment of principal and interest. Interest previously accrued on these loans and not yet paid is charged against income during the current period. Interest earned thereafter is only included in income to the extent that it is received in cash. Loans past due 90 days or more and accruing represent those loans which are sufficiently collateralized and management believes all interest and principal owed will be collected. Restructured loans are loans that have been renegotiated to permit a borrower, who has incurred adverse financial circumstances, to continue to perform. Management can reduce the contractual interest rates to below market rates or make significant concessions to the terms of the loan in order for the borrower to continue to make payments.

 
A-11

 

The following table sets forth certain information regarding the Corporation’s nonperforming assets as of December 31 of each of the preceding five years:

   
December 31,
 
   
2007
   
2006
   
2005
   
2004
   
2003
 
   
(Dollars in thousands)
 
                               
Nonaccrual loans: (1)
                             
Commercial real estate
  $ 73     $ 123     $ 122     $ 56     $ 83  
Commercial
    307       167       258       159       163  
Consumer
    75       154       92       47       11  
Total nonaccrual loans
    455       444       472       262       257  
                                         
                                         
Loans past due ninety days or more and accruing: (2)
                                       
Commercial real estate
          840             940        
Commercial
    25       241                   314  
Consumer
    1       9       55       7       6  
Total loans past due ninety days or more and accruing
    26       1,090       55       947       320  
                                         
Restructured loans:
                                       
Commercial
                            269  
Consumer
                      215       244  
Total restructured loans
                      215       513  
                                         
Total nonperforming loans
  $ 481     $ 1,534     $ 527     $ 1,424     $ 1,090  
                                         
Nonaccrual loans to total gross loans
    0.11 %     0.12 %     0.14 %     0.09 %     0.10 %
Nonperforming loans to total gross loans
    0.11 %     0.41 %     0.15 %     0.48 %     0.42 %
Nonperforming loans to total assets
    0.08 %     0.30 %     0.11 %     0.34 %     0.27 %
Allowance for loan losses to nonperforming loans
    926.61 %     267.34 %     729.98 %     231.67 %     264.95 %
______________
(1)
Restructured loans classified in the nonaccrual category totaled $73,000 for the year ended December 31, 2007. There were no restructured loans classified as nonaccrual for the year ended December 31, 2006. Restructured loans classified in the nonaccrual category totaled $152,000, $162,000 and $174,000 for 2005, 2004 and 2003, respectively.
   
(2)
There were no restructured loans classified in the past due ninety days or more and accruing for the years ended 2007, 2006, 2005 and 2004. In 2003, restructured loans totaling $150,000 were classified in the past due ninety days or more and accruing category.

There were no loans, other than those included in the above table, where the Corporation was aware of any credit conditions of any borrowers that would indicate a strong possibility of the borrowers not complying with the present terms and conditions of repayment and which may result in such loans being included as nonaccrual, past due or restructured at a future date.

 
A-12

 
 
The following table sets forth, for each of the preceding five years, the historical relationships among the amount of loans outstanding, the allowance for loan losses, the provision for loan losses, the amount of loans charged off and the amount of loan recoveries:

   
2006
   
2005
   
2004
   
2003
   
2007
 
   
(Dollars in thousands)
 
                               
Balance at beginning of period
  $ 4,101     $ 3,847     $ 3,299     $ 2,888     $ 2,689  
Loans charged off:
                                       
Commercial
    82       7             49       173  
Consumer
    103       33       57       92       56  
Total loans charged off
    185       40       57       141       229  
                                         
Recoveries of loans previously charged off:
                                       
Commercial
          23             3       1  
Consumer
    11       7       5       9       2  
Total recoveries of loans previously charged off
    11       30       5       12       3  
                                         
Net loans charged off
    174       10       52       129       226  
                                         
Provisions charged to operations
    530       264       600       540       425  
                                         
Balance at end of period
  $ 4,457     $ 4,101     $ 3,847     $ 3,299     $ 2,888  
                                         
Net charge offs during the period to average loans outstanding during the period
    1.06 %     1.11 %     1.11 %     1.11 %     1.10 %
                                         
Balance of allowance for loan losses at the end of year to gross year end loans
    0.05 %     0.00 %     0.02 %     0.05 %     0.10 %

The following table sets forth the allocation of the allowance for loan losses, for each of the preceding five years, as indicated by loan categories:

   
2007
   
2006
   
2005
   
2004
   
2003
   
Amount
   
Percent to Total (1)
   
Amount
   
Percent to Total (1)
   
Amount
   
Percent to Total (1)
   
Amount
   
Percent to Total (1)
   
Amount
   
Percent to Total
(1)
   
(Dollars in thousands)
Real estate - residential
  $ 256       10.6 %   $ 298       12.7 %   $ 320       13.2 %   $ 297       14.0 %   $ 306       17.1 %
Real estate - commercial
    1,900       49.7 %     1,705       48.0 %     1,562       47.1 %     1,272       44.1 %     1,038       41.9 %
Commercial
    1,640       21.4 %     1,407       19.6 %     1,192       18.8 %     979       18.6 %     910       18.7 %
Consumer
    661       18.3 %     691       19.7 %     773       20.9 %     751       23.3 %     634       22.3 %
Total allowance for loan losses
  $ 4,457       100.0 %   $ 4,101       100.0 %   $ 3,847       100.0 %   $ 3,299       100.0 %   $ 2,888       100.0 %

(1)
Represents percentage of loan balance in category to total gross loans.

Investment Portfolio

The Corporation maintains an investment portfolio to enhance its yields and to provide a secondary source of liquidity. The portfolio is comprised of U.S. Treasury securities, U.S. government and agency obligations, mortgage-backed securities, state and political subdivision obligations and other equity investments, and has been classified as held to maturity or available for sale. Investments in debt securities that the Corporation has the positive intent and the ability to hold to maturity are classified as held to maturity securities and reported at amortized cost. All other securities are classified as available for sale securities and reported at fair value, with unrecognized holding gains or losses reported in a separate component of stockholders’ equity. Securities in the available for sale category may be held for indefinite periods of time and include securities that management intends to use as part of its Asset/Liability strategy or that may be sold in response to changes in interest rates, changes in prepayment risks, the need to provide liquidity, the need to increase regulatory capital or similar factors. Securities available for sale increased to $77.0 million at December 31, 2007, from $72.7 million at December 31, 2006, an increase of $4.2 million, or 5.8%. Securities held to maturity increased $2.0 million, or 5.2%, to $41.2 million at December 31, 2007 from $39.2 million at December 31, 2006.

 
A-13

 


The following table sets forth the classification of the Corporation’s investment securities by major category at the end of the last three years:

 
   
December 31,
 
   
2007
   
2006
   
2005
 
   
Carrying
         
Carrying
         
Carrying
       
   
Value
   
Percent
   
Value
   
Percent
   
Value
   
Percent
 
   
(Dollars in thousands)
 
                                     
Securities available for sale:
                                   
                                     
U.S. Treasury
  $           $           $ 496       0.8 %
U.S. government-sponsored agencies
    35,693       46.4 %     32,117       44.2 %     32,478       50.6 %
Obligations of state and political subdivisions
    2,903       3.8 %     1,823       2.5 %     2,031       3.2 %
Mortgage-backed securities
    37,131       48.2 %     37,707       51.8 %     28,110       43.8 %
Other equity investments
    1,230       1.6 %     1,099       1.5 %     1,051       1.6 %
                                                 
Total
  $ 76,957       100.0 %   $ 72,746       100.0 %   $ 64,166          
                                                 
Securities held to maturity:
                                               
                                                 
U.S. Treasury
  $ 501       1.2 %   $ 502       1.3 %   $ 1,004       2.7 %
U.S. government-sponsored agencies
    12,331       29.9 %     10,776       27.5 %     12,113       32.0 %
Obligations of state and political subdivisions
    22,569       54.8 %     20,516       52.4 %     15,747       41.7 %
Mortgage-backed securities
    5,788       14.1 %     7,369       18.8 %     8,937       23.6 %
                                                 
Total
  $ 41,189       100.0 %   $ 39,163       100.0 %   $ 37,801       100.0 %

The following table sets forth the maturity distribution and weighted average yields (calculated on the basis of stated yields to maturity, considering applicable premium or discount) of the Corporation’s securities available for sale as of December 31, 2007. Issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This might cause actual maturities to differ from contractual maturities.

         
After 1 Year
   
After 5 Years
             
   
Within
   
Through
   
Through
   
After
       
   
1 Year
   
5 Years
   
10 Years
   
10 Years
   
Total
 
   
(Dollars in thousands)
 
                               
U.S. government-sponsored agencies:
                             
Carrying value
  $ 497     $ 7,323     $ 13,923     $ 13,950     $ 35,693  
Yield
    3.21 %     4.61 %     5.78 %     5.97 %     5.58 %
                                         
Obligations of state and political subdivisions:
                                       
Carrying value
    326       1,016       326       1,235       2,903  
Yield
    2.20 %     3.36 %     3.64 %     3.97 %     3.52 %
                                         
Mortgage-backed securities:
                                       
Carrying value
    17       2,340       5,047       29,727       37,131  
Yield
    5.08 %     3.96 %     4.50 %     5.33 %     5.13 %
                                         
Other equity investments:
                                       
Carrying value
    1,230                         1,230  
Yield
    3.68 %                       3.68 %
                                         
Total carrying value
  $ 2,070     $ 10,679     $ 19,296     $ 44,912     $ 76,957  
                                         
Weighted average yield
    3.35 %     4.35 %     5.41 %     5.49 %     5.25 %

 
A-14

 

The following table sets forth the maturity distribution and weighted average yields (calculated on the basis of stated yields to maturity, considering applicable premium or discount) of the Corporation’s securities held to maturity as of December 31, 2007. Issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This might cause actual maturities to differ from contractual maturities.

                               
                               
         
After 1 Year
   
After 5 Years
             
   
Within
   
Through
   
Through
   
After
       
   
1 Year
   
5 Years
   
10 Years
   
10 Years
   
Total
 
   
(Dollars in thousands)
 
                               
U.S. Treasury :
                             
Carrying value
  $ 501     $     $     $     $ 501  
Yield
    4.57 %                       4.57 %
                                         
U.S. government-sponsored agencies :
                                       
Carrying value
    1,453       2,644       2,261       5,973       12,331  
Yield
    4.17 %     5.02 %     5.62 %     5.72 %     5.37 %
                                         
Obligations of state and political subdivisions :
                                       
Carrying value
    1,652       2,924       10,749       7,244       22,569  
Yield
    2.91 %     3.01 %     3.78 %     3.88 %     3.65 %
                                         
Mortgage-backed securities :
                                       
Carrying value
    50       600       2,464       2,674       5,788  
Yield
    5.51 %     4.38 %     4.99 %     5.64 %     5.23 %
                                         
Total carrying value
  $ 3,656     $ 6,168     $ 15,474     $ 15,891     $ 41,189  
                                         
Weighted average yield
    3.67 %     4.00 %     4.24 %     4.87 %     4.40 %

Deposits

Corporation deposits at December 31, 2007 totaled $472.3 million, an increase of $38.1 million, or 8.8%, over the comparable period of 2006, when deposits totaled $434.2 million. The Corporation relied on its expanding branch network and current competitive products and services to provide growth during 2007. The economic and interest rate environment made it difficult to attract core deposits. During 2006, the Corporation began utilizing the brokered certificate of deposit market, with $15.4 million and $19.7 million included in the time deposit balances as of December 31, 2007 and 2006, respectively.

The following table sets forth the classification of the Corporation’s deposits by major category as of December 31 of each of the three preceding years:

   
December 31,
 
   
2007
   
2006
   
2005
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in thousands)
 
                                     
Noninterest-bearing demand
  $ 101,993       21.6 %   $ 92,105       21.2 %   $ 94,331       23.4 %
Interest-bearing demand
    153,713       32.6 %     120,899       27.8 %     122,867       30.5 %
Saving deposits
    37,010       7.8 %     37,324       8.6 %     45,779       11.3 %
Certificates of deposit
    179,583       38.0 %     183,895       42.4 %     140,489       34.8 %
Total.
  $ 472,299       100.0 %   $ 434,223       100.0 %   $ 403,466       100.0 %

As of December 31, 2007, the aggregate amount of outstanding time deposits issued in amounts of $100,000 or more, broken down by time remaining to maturity, was as follows (In thousands):

Three months or less
  $ 18,311  
Four months through six months
    7,702  
Seven months through twelve months
    27,230  
Over twelve months
    17,879  
Total
  $ 71,122  

 
A-15

 

Interest Rate Sensitivity

Interest rate movements and deregulation of interest rates have made managing the Corporation’s interest rate sensitivity increasingly important. The Corporation attempts to maintain stable net interest margins by generally matching the volume of assets and liabilities maturing, or subject to repricing, by adjusting interest rates to market conditions, and by developing new products. One method of measuring the Corporation’s exposure to changes in interest rates is the maturity and repricing gap analysis. The difference between the volume of assets and liabilities that reprice in a given period is the interest sensitivity gap. A “positive” gap results when more assets than liabilities mature or are repricing in a given time frame. Conversely, a “negative” gap results when there are more liabilities than assets maturing or repricing in a given period of time. The smaller the gap, the less the effect of the market volatility on net interest income. During a period of rising interest rates, an institution with a negative gap position would not be in as favorable a position, as compared to an institution with a positive gap, to invest in higher yielding assets. This may result in yields on its assets increasing at a slower rate than the increase in its costs of interest-bearing liabilities than if it had a positive gap. During a period of falling interest rates, an institution with a negative gap would experience a repricing of its assets at a slower rate than its interest-bearing liabilities, which consequently may result in its net interest income growing at a faster rate than an institution with a positive gap position.

The following table sets forth estimated maturity/repricing structure of the Corporation’s interest-earning assets and interest-bearing liabilities as of December 31, 2007. The amounts of assets or liabilities shown which reprice or mature during a particular period were determined in accordance with the contractual terms of each asset or liability and adjusted for prepayment assumptions where applicable. The table does not necessarily indicate the impact of general interest rate movements on the Corporation’s net interest income because the repricing of certain categories of assets and liabilities, for example, prepayments of loans and withdrawal of deposits, is beyond the Corporation’s control. As a result, certain assets and liabilities indicated as repricing within a period may in fact reprice at different times and at different rate levels.

   
Three Months or Less
   
More than Three Months Through One Year
   
After One Year
   
Noninterest Sensitive
   
Total
 
   
(Dollars in thousands)
 
                               
Assets:
                             
Loans:
                             
Real estate mortgage
  $ 37,312     $ 32,400     $ 184,089     $     $ 253,801  
Commercial
    50,263       7,774       31,808             89,845  
Consumer
    20,984       4,590       51,369             76,943  
Mortgage loans held for sale
    1,284                         1,284  
Investment securities (1)
    16,791       21,408       81,930             120,129  
Federal funds sold
                             
Other assets
    143                   29,760       29,903  
Total assets
  $ 126,777     $ 66,172     $ 349,196     $ 29,760     $ 571,905  
                                         
Source of funds:
                                       
Savings
  $ 37,010     $     $     $     $ 37,010  
Interest-bearing
    153,713                         153,713  
Certificates of deposit
    45,881       86,117       47,585             179,583  
Repurchase agreements
    16,499       784                   17,283  
Borrowings
    16,892       277       11,476             28,645  
Subordinated debenture
                7,217             7,217  
Other liabilities
                      107,364       107,364  
Stockholders’ equity
                      41,090       41,090  
Total source of funds
  $ 269,995     $ 87,178     $ 66,278     $ 148,454     $ 571,905  
Interest rate sensitivity gap
  $ (143,218 )   $ (21,006 )   $ 282,918     $ (118,694 )        
Cumulative interest rate sensitivity gap
  $ (143,218 )   $ (164,224 )   $ 118,694     $          
Ratio of GAP to total assets
    -25.0 %     -3.7 %     49.5 %     -20.8 %        
Ratio of cumulative GAP assets to total assets
    -18.6 %     -28.7 %     20.8 %              
________________
(1)  Includes securities held to maturity, securities available for sale and FHLB-NY stock.

 
A-16

 
 
The Corporation also uses a simulation model to analyze the sensitivity of net interest income to movements in interest rates. The simulation model projects net interest income, net income, net interest margin, and capital to asset ratios based on various interest rate scenarios over a twelve- month period. The model is based on the actual maturity and repricing characteristics of all rate sensitive assets and liabilities. Management incorporates into the model certain assumptions regarding prepayments of certain assets and liabilities. The model assumes an immediate rate shock to interest rates without management’s ability to proactively change the mix of assets or liabilities. According to the reports generated for year end 2007, an immediate interest rate increase of 200 basis points resulted in a decrease in net interest income of 11.5%, or $2.7 million, while an immediate interest rate decrease of 200 basis points resulted in an increase in net interest income of 3.0% or $712,000. Management has a goal to maintain a percentage change of no more than 17.5% given a 200 basis point change in interest rates. Management cannot provide any assurance about the actual effect of changes in interest rates on the Corporation’s net interest income. Assumptions have been built into the model for prepayments for assets and decay rates for nonmaturity deposits such as savings and interest bearing demand.

Liquidity

The Corporation’s primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, maturities of investment securities and funds provided by operations. While scheduled loan and mortgage-backed securities amortization and maturities of investment securities are a relatively predictable source of funds, deposit flow and prepayments on loan and mortgage-backed securities are greatly influenced by market interest rates, economic conditions, and competition.

The Corporation’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. These activities are summarized below:

   
Years Ended December 31,
 
   
2007
   
2006
 
   
(In thousands)
 
             
Cash and cash equivalents - beginning
  $ 15,697     $ 14,028  
Operating activities:
               
Net income
    4,607       4,753  
Adjustments to reconcile net income to net cash provided by operating activities
    1,573       (70 )
Net cash provided by operating activities
    6,180       4,683  
Net cash used in investing activities
    (55,293 )     (34,261 )
Net cash provided by financing activities
    45,348       31,247  
Net (decrease) increase in cash and cash equivalents
    (3,765     1,669  
Cash and cash equivalents - ending
  $ 11,932     $ 15,697  

Cash was generated by operating activities in each of the above periods. The primary source of cash from operating activities during each period was net income.

Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments, such as federal funds sold.

The Corporation enters into commitments to extend credit, such as letters of credit, which are not reflected in the consolidated financial statements.

 
A-17

 

The Corporation has various contractual obligations that may require future cash payments. The following table summarizes the Corporation’s contractual obligations at December 31, 2007 and the effect of such obligations is expected to have on our liquidity
and cash flows in future periods.

         
Less than
    1-3    
4-5
   
After 5
 
   
Total
   
1 Year
   
Years
   
Years
   
Years
 
   
(In thousands)
 
                                   
Contractual obligations
                                 
Operating lease obligations
  $ 7,662     $ 829     $ 1,533     $ 1,467     $ 3,833  
Total contracted cost obligations
  $ 7,662     $ 829     $ 1,533     $ 1,467     $ 3,833  
                                         
Other long-term liabilities/long-term debt
                                       
Time deposits
  $ 179,583     $ 131,998     $ 39,816     $ 7,769     $  
Federal Home Loan Bank advances
    28,645       18,645                   10,000  
Subordinated debentures
    7,217                         7,217  
Total other long-term liabilities/long-term debt
  $ 215,445     $ 150,643     $ 39,816     $ 7,769     $ 17,217  
                                         
                                         
Other commitments - off balance sheet
                                       
Letter of credit
  $ 3,707     $ 3,630     $ 77     $     $  
                                         
Other commitments - off balance sheet
    15,636       15,636                    
Unused lines of credit
    81,682       81,682                    
Total off balance sheet arrangements and contractual obligations
  $ 101,025     $ 100,948     $ 77     $     $  
____________
For further information, see Note 16 of Notes to Consolidated Financial Statements.
 
Management believes that a significant portion of the time deposits will remain with the Corporation. In addition, management does not believe that all of the unused lines of credit will be exercised. The Corporation anticipates that it will have sufficient funds available to meet its current contractual commitments. Should the Corporation need temporary funding, the Corporation has an overnight line of credit with the FHLB-NY for a maximum of $51.7 million.

Capital

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Regulations of the Board of Governors of the Federal Reserve System (“FRB”) require bank holding companies to maintain minimum levels of regulatory capital. Under the regulations in effect at December 31, 2007, the Corporation was required to maintain (i) a minimum leverage ratio of Tier 1 capital to total adjusted assets of 4.0% and (ii) minimum ratios of Tier 1 and total capital to risk-weighted assets of 4.0% and 8.0%, respectively. The Bank must comply with substantially similar capital regulations promulgated by the FDIC. The following table summarizes the capital ratios for the Corporation and the Bank at December 31, 2007.

   
Required
   
Actual
   
Excess
 
Risk-based capital:
                 
Tier 1
                 
Corporation
    4.00 %     10.76 %     6.76 %
Bank
    4.00 %     9.57 %     5.57 %
Total
                       
Corporation
    8.00 %     11.77 %     3.77 %
Bank
    8.00 %     10.58 %     2.58 %
Leverage ratio*
                       
Corporation
    4.00 %     8.56 %     4.56 %
Bank
    4.00 %     7.66 %     3.66 %
_______________
*
The minimum leverage ratio set by the FRB and the FDIC is 3.00%. Institutions which are not “top-rated” will be expected to maintain a ratio of approximately 100 to 200 basis points above this ratio.

 
A-18

 

Crowe
Crowe Chizek and Company LLC
Member Horwath International


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Shareholders Stewardship Financial Corporation Midland Park, New Jersey:

We have audited the accompanying consolidated statements of financial condition of Stewardship Financial Corporation as of December 31, 2007 and 2006 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stewardship Financial Corporation as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.


 
/s/ Crowe Chizek and Company LLC
 
Crowe Chizek and Company LLC


Livingston, New Jersey
March 28, 2008

 
A-19

 
 
Stewardship Financial Corporation and Subsidiary
Consolidated Statements of Financial Condition
 

   
December 31,
 
   
2007
   
2006
 
Assets
           
Cash and due from banks
  $ 11,789,000     $ 14,861,000  
Other interest-earning assets
    143,000       836,000  
Cash and cash equivalents
    11,932,000       15,697,000  
Securities available for sale
    76,957,000       72,746,000  
Securities held to maturity, estimated fair value of $41,508,000 (2007) and $38,881,000 (2006)
    41,189,000       39,163,000  
FHLB-NY stock, at cost
    1,983,000       1,899,000  
Loans, net of allowance for loan losses of $4,457,000 (2007) and $4,101,000 (2006)
    415,690,000       365,443,000  
Mortgage loans held for sale
    1,284,000       2,155,000  
Premises and equipment, net
    7,950,000       7,098,000  
Accrued interest receivable
    3,112,000       2,912,000  
Intangible assets
    70,000       102,000  
Bank owned life insurance
    8,273,000       8,522,000  
Other assets
    3,465,000       4,012,000  
Total assets
  $ 571,905,000     $ 519,749,000  
                 
Liabilities and Stockholders’ equity
               
                 
Liabilities
               
Deposits:
               
Noninterest-bearing
  $ 101,993,000     $ 92,105,000  
Interest-bearing
    370,306,000       342,118,000  
Total deposits
    472,299,000       434,223,000  
Other borrowings
    28,645,000       27,892,000  
Subordinated debentures
    7,217,000       7,217,000  
Securities sold under agreements to repurchase
    17,283,000       9,023,000  
Accrued interest payable
    2,080,000       1,721,000  
Accrued expenses and other liabilities
    3,291,000       2,367,000  
Total liabilities
    530,815,000       482,443,000  
                 
Commitments and contingencies
           
                 
Stockholders' equity
               
Common stock, no par value, 10,000,000 shares authorized, 5,306,828 and 5,017,919 shares issued and outstanding at December 31, 2007 and 2006, respectively
    34,871,000       31,148,000  
Retained earnings
    5,943,000       6,750,000  
Accumulated other comprehensive income (loss), net
    276,000       (592,000 )
Total Stockholders' equity
    41,090,000       37,306,000  
                 
Total liabilities and Stockholders' equity
  $ 571,905,000     $ 519,749,000  
 
See accompanying notes to consolidated financial statements.

 
A-20

 
 
Stewardship Financial Corporation and Subsidiary
Consolidated Statements of Income

   
Years Ended December 31,
 
   
2007
   
2006
 
Interest income:
           
Loans
  $ 27,517,000     $ 25,619,000  
Securities held to maturity:
               
Taxable
    927,000       879,000  
Nontaxable
    757,000       562,000  
Securities available for sale:
               
Taxable
    3,877,000       2,746,000  
Nontaxable
    70,000       36,000  
FHLB dividends
    117,000       107,000  
Other interest-earning assets
    45,000       51,000  
Total interest income
    33,310,000       30,000,000  
Interest expense:
               
Deposits .
    12,011,000       8,880,000  
Borrowed money
    1,869,000       2,036,000  
Total interest expense
    13,880,000       10,916,000  
Net interest income before provision for loan losses
    19,430,000       19,084,000  
Provision for loan losses
    530,000       264,000  
Net interest income after provision for loan losses
    18,900,000       18,820,000  
Noninterest income:
               
Fees and service charges
    1,556,000       1,660,000  
Bank owned life insurance
    322,000       312,000  
Gain on life insurance proceeds
    459,000        
Gain (loss) on calls and sales of securities, net
    4,000       (435,000 )
Gain on sales of mortgage loans
    318,000       235,000  
Gain on sale of credit card loans
          746,000  
Merchant processing
    1,456,000       1,237,000  
Miscellaneous
    299,000       434,000  
Total noninterest income
    4,414,000       4,189,000  
Noninterest expense:
               
Salaries and employee benefits
    7,353,000       6,792,000  
Occupancy, net
    1,525,000       1,312,000  
Equipment
    972,000       893,000  
Data processing
    1,221,000       1,272,000  
Advertising
    525,000       383,000  
FDIC insurance premium
    121,000       51,000  
Amortization of intangible assets
    32,000       38,000  
Charitable contributions
    705,000       755,000  
Stationery and supplies
    368,000       338,000  
Merchant processing
    1,306,000       1,122,000  
Bank-card related services
    348,000       483,000  
Other real estate expense
    43,000        
Miscellaneous
    2,110,000       2,190,000  
Total noninterest expenses
    16,629,000       15,629,000  
Income before income tax expense
    6,685,000       7,380,000  
Income tax expense
    2,078,000       2,627,000  
Net income
  $ 4,607,000     $ 4,753,000  
 
               
Basic earnings per share
  $ 0.87     $ 0.90  
                 
Diluted earnings per share
  $ 0.87     $ 0.89  
                 
Cash dividends per share
  $ 0.34     $ 0.29  
 
               
Weighted average number of common shares outstanding
    5,293,507       5,271,986  
 
               
Weighted average number of diluted common shares outstanding
    5,321,479       5,321,130  

See accompanying notes to consolidated financial statements.

 
A-21

 
 
Stewardship Financial Corporation and Subsidiary
Consolidated Statements of Changes in Stockholders’ Equity

   
Years Ended December 31, 2007 and 2006
 
                                 
Accumulated
       
                                 
Other
       
                                 
Comprehensive
       
   
Common Stock
   
Retained
    Treasury Stock    
Income (Loss),
       
   
Shares
   
Amount
   
Earnings
   
Shares
   
Amount
   
Net
   
Total
 
Balance – January 1, 2006 .
    4,787,889     $ 28,211,000     $ 6,647,000       (39,581 )   $ (556,000 )   $ (918,000 )   $ 33,384,000  
Cash dividends paid ($0.29 per share)
                (1,529,000 )                       (1,529,000 )
Common stock issued under dividend reinvestment plan
          (3,000 )           29,773       415,000             412,000  
Payment of discount on dividend reinvestment plan
          (19,000 )                             (19,000 )
5% Stock dividend
    194,294       2,501,000       (3,121,000 )     45,684       619,000             (1,000 )
Common stock issued under stock plans
                      4,865       69,000             69,000  
Stock option compensation expense
          51,000                               51,000  
Stock options exercised
    35,736       233,000             (9,000 )     (132,000 )           101,000  
Tax benefit on stock options exercised
          174,000                               174,000  
Repurchase common stock
                      (31,741 )     (415,000 )           (415,000 )
Comprehensive income:
                                                       
Net income
                4,753,000                         4,753,000  
Unrealized holding gains on securities available for sale arising during the period (net of taxes of $351,000)
                                  605,000       605,000  
Reclassification adjustment for losses in net income (net of tax benefit of $156,000)
                                  (279,000 )     (279,000 )
Total comprehensive income
                                                    5,079,000  
Balance – December 31, 2006
    5,017,919     $ 31,148,000     $ 6,750,000           $     $ (592,000 )   $ 37,306,000  
Cash dividends paid ($0.34 per share)
                (1,813,000 )                       (1,813,000 )
Payment of discount on dividend reinvestment plan
          (43,000 )                             (43,000 )
5% Stock dividend
    244,690       3,491,000       (3,601,000 )     7,839       107,000             (3,000 )
Common stock issued under stock plans
    1,810       22,000       1,463       20,000             42,000          
Stock option compensation expense
          50,000             50,000                          
Stock options exercised
    42,409       200,000             (9,302 )     (127,000 )           73,000  
Tax benefit on stock options exercised
          3,000                               3,000  
Comprehensive income:
                                                       
Net income
                4,607,000                         4,607,000  
Unrealized holding gains on securities available for sale arising during the period (net of taxes of $549,000)
                                  865,000       865,000  
Reclassification adjustment for gains in net income (net of taxes of $1,000)
                                  3,000       3,000  
Total comprehensive income
                                                    5,475,000  
Balance – December 31, 2007
    5,306,828     $ 34,871,000     $ 5,943,000           $     $ 276,000     $ 41,090,000  

See accompanying notes to consolidated financial statements.

 
A-22

 

Stewardship Financial Corporation and Subsidiary
Consolidated Statements of Cash Flows

   
Years Ended December 31,
 
   
2007
   
2006
 
             
Cash flows from operating activities:
           
Net income
  $ 4,607,000     $ 4,753,000  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization of premises and equipment
    787,000       712,000  
Amortization of premiums and accretion of discounts, net
    126,000       244,000  
Accretion of deferred loan fees
    (120,000 )     (130,000 )
Provision for loan losses
    530,000       264,000  
Valuation reserve on other real estate owned
    32,000        
Originations of mortgage loans held for sale
    (30,570,000 )     (23,462,000 )
Proceeds from sale of mortgage loans
    31,759,000       23,583,000  
Gain on sale of loans
    (318,000 )     (235,000 )
Loss on sale of securities available for sale
    . —       435,000  
Gain on calls of securities
    (4,000 )      
Gain on sale of credit card portfolio
    . —       (746,000 )
Deferred income tax benefit
    (161,000 )     (115,000 )
Amortization of intangible assets
    32,000       38,000  
Increase in accrued interest receivable
    (200,000 )     (480,000 )
Increase in accrued interest payable
    359,000       576,000  
Increase in bank owned life insurance
    (322,000 )     (312,000 )
Gain on life insurance proceeds
    (459,000 )      
Nonqualified stock option expense
    50,000       51,000  
Decrease (increase) in other assets
    158,000       (562,000 )
(Decrease) increase in other liabilities
    (106,000 )     69,000  
Net cash provided by operating activities
    6,180,000       4,683,000  
Cash flows from investing activities:
               
Purchase of securities available for sale
    (20,532,000 )     (37,817,000 )
Proceeds from maturities and principal repayments on securities available for sale
    10,107,000       12,373,000  
Proceeds from sales and calls on securities available for sale
    8,634,000       16,867,000  
Purchase of securities held to maturity
    (12,365,000 )     (16,250,000 )
Proceeds from maturities and principal repayments on securities held to maturity
    7,591,000       13,777,000  
Proceeds from calls of securities held to maturity
    2,653,000       950,000  
(Purchase) redemption of FHLB—NY stock
    (84,000 )     40,000  
Net increase in loans
    (50,717,000 )     (27,051,000 )
Additional investment in other real estate owned
    (324,000 )      
Sale of other real estate owned
    353,000        
Proceeds from sale of credit card portfolio
          4,196,000  
Life insurance proceeds
    . 1,030,000        
Additions to premises and equipment
    (1,639,000 )     (1,346,000 )
Net cash used in investing activities
    (55,293,000 )     (34,261,000 )
Cash flows from financing activities:
               
Net increase (decrease) in noninterest – bearing deposits
    9,888,000       (2,226,000 )
Net increase in interest – bearing deposits
    28,188,000       32,983,000  
Net increase in securities sold under agreements to repurchase
    8,260,000       4,292,000  
Net increase (decrease) in short term borrowings
    2,400,000       (1,000,000 )
Payments on long term borrowings
    (1,647,000 )     (1,594,000 )
Cash dividends paid on common stock
    (1,816,000 )     (1,118,000 )
Payment of discount on dividend reinvestment plan
    (43,000 )     (19,000 )
Purchase of treasury stock
          (415,000 )
Exercise of stock options
    73,000       101,000  
Tax benefit of stock plans
    3,000       174,000  
Issuance of common stock
    42,000       69,000  
Net cash provided by financing activities
    45,348,000       31,247,000  
Net (decrease) increase in cash and cash equivalents
    (3,765,000 )     1,669,000  
Cash and cash equivalents – beginning
    15,697,000       14,028,000  
Cash and cash equivalents – ending
  $ 11,932,000     $ 15,697,000  
Supplemental disclosures of cash flow information:
               
Cash paid during the year for interest
    13,521,000       10,341,000  
Cash paid during the year for income taxes
    2,499,000       2,799,000  
Noncash investing activities – security purchases due brokers
    1,027,000        
 –transfer of loan to ORE 
    61,000        
Noncash financing activities – issuance of common stock under dividend reinvestment plan
          412,000  

See accompanying notes to consolidated financial statements.

 
A-23

 

Stewardship Financial Corporation and Subsidiary Notes to Consolidated Financial Statements

Note 1. SIGNIFICANT ACCOUNTING POLICIES

Nature of operations and principles of consolidation

The consolidated financial statements include the accounts of Stewardship Financial Corporation and its wholly owned subsidiary, Atlantic Stewardship Bank, (‘the Bank”), together referred to as “the Corporation”. Atlantic Stewardship Bank includes its wholly owned subsidiaries, Stewardship Investment Corporation and Stewardship Realty LLC. All significant intercompany transactions and balances are eliminated in the consolidated financial statements. Certain prior period amounts have been reclassified to conform to the current presentation.

The Corporation provides financial services through its offices in Bergen, Passaic, and Morris Counties, New Jersey. Its primary products are checking, savings, and term certificate accounts, and its primary lending products are commercial, residential mortgage and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow generated from the operations of businesses. There are no significant concentrations of loans to any one industry or customer. However, the customers’ ability to repay their loans is dependent on the real estate and general economic conditions in the area. The Corporation’s lending activities are concentrated in loans secured by real estate located in northern New Jersey and therefore collectibility of the loan portfolio is susceptible to changes in real estate market conditions in the northern New Jersey market. The Corporation has not made loans to borrowers outside the United States.

Basis of consolidated financial statements presentation

The consolidated financial statements of the Corporation have been prepared in conformity with U.S. generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions, based on available information, that affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ significantly from those estimates. The allowance for loan losses and fair values of financial instruments are particularly subject to change.

Cash flows

Cash and cash equivalents include cash and deposits with other financial institutions under 90 days, interest-bearing deposits in other banks under 90 days and federal funds sold. Generally, federal funds are sold for one-day periods. Net cash flows are reported for customer loan and deposit transactions, and federal funds purchased and repurchase agreements.

Securities available for sale and held to maturity

The Corporation classifies its securities as held to maturity or available for sale. Investments in debt securities that the Corporation has the positive intent and ability to hold to maturity are classified as held to maturity and are carried at amortized cost. All other securities are classified as available for sale. Securities available for sale may be sold prior to maturity in response to changes in interest rates or prepayment risk, for asset/liability management purposes, or other similar factors. These securities are carried at fair value with unrealized holding gains or losses reported in a separate component of stockholders’ equity, net of the related tax effects.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers the length of time and extent that fair value has been less than cost, the financial condition and near term prospects of the issuer, and the Corporation’s ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.

 
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Federal Home Loan Bank (FHLB) stock

The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on the ultimate recovery of par value. Cash dividends are reported as income.

Mortgage loans held for sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or market on an aggregate basis. Mortgage loans held for sale are carried net of deferred fees, which are recognized as income at the time the loans are sold to permanent investors. Gains or losses on the sale of mortgage loans held for sale are recognized at the settlement date and are determined by the difference between the net proceeds and the amortized cost. All loans are sold with servicing rights released to the buyer.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, net of unearned interest, deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or are charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to an accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for loan losses

The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful. The general component covers non-classified loans and is based on historical loss experience adjusted for current factors.

A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly, they are not separately identified for impairment disclosures.

 
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Premises and equipment

Land is stated at cost. Buildings and improvements and furniture, fixtures and equipment are stated at cost, less accumulated depreciation computed on the straight-line method over the estimated lives of each type of asset. Estimated useful lives are three to forty years for buildings and improvements and three to twenty-five years for furniture, fixtures and equipment. Leasehold improvements are stated at cost less accumulated amortization computed on the straight-line method over the shorter of the term of the lease or useful life.

Other real estate owned

Other real estate owned (OREO) consists of foreclosed property and is carried at the lower of cost or fair value less estimated selling costs. When a property is acquired, the excess of the carrying amount over fair value, if any, is charged to the allowance for loan losses. Subsequent adjustments to the carrying value are recorded in an allowance for OREO and charged to OREO expense. As of December 31, 2007 and 2006, the Corporation had no OREO.

Intangible assets

Gross intangible assets totaled $750,000 with accumulated amortization of $680,000 and $648,000 at December 31, 2007 and 2006, respectively. Intangible assets are comprised of other intangible assets and core deposit intangibles. Other intangible assets represent the excess of the fair value of liabilities assumed over the fair value of tangible assets acquired through a branch acquisition, completed in 1995, which did not qualify as a business combination. Other intangible assets amounted to $70,000 and $102,000 at December 31, 2007 and 2006, respectively, and are amortized on a straight-line method over a period of fifteen years.

The core deposit intangible represented the intangible value of depositor relationships resulting from deposit liabilities assumed in the same acquisition and was amortized on an accelerated basis over a period of twelve years. The intangible was fully amortized at December 31, 2006.

Long-Term Assets

Premises and equipment, core deposit and other intangible assets, and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recovered from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Bank owned life insurance

The Corporation has purchased life insurance policies on certain key officers. Upon adoption of EITF Issue No. 06-5, which is discussed further below, Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Prior to the adoption of EITF Issue No. 06-5, the Corporation recorded owned life insurance at its cash surrender value.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-5, “Accounting for Purchases of Life Insurance – Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin 85-4 (Accounting for Purchases of Life Insurance)” (EITF Issue No. 06-5). EITF Issue No. 06-5 requires that a policyholder consider contractual terms of a life insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies in a group are surrendered at the same time, that the surrender value be determined based on the assumption that policies will be surrendered on an individual basis. Lastly, EITF Issue No. 06-5 requires disclosure when there are contractual restrictions on the Corporation’s ability to surrender a policy. The adoption of EITF Issue No. 06-5 on January 1, 2007 had no impact on the Corporation’s financial condition or results of operation.

Treasury Stock

Repurchases of common stock are recorded as treasury stock at cost. Treasury stock is reissued using the first in first out method. Treasury stock may be reissued for exercise of stock options, dividend reinvestment plans, stock dividends or other stock issuances. The difference between the cost and the market value at the time the treasury stock is reissued is shown as an adjustment to common stock.

Dividend Reinvestment Plan

The Corporation offers shareholders the opportunity to participate in a dividend reinvestment plan. Plan participants may reinvest cash dividends to purchase new shares of stock at 95% of the market value, based on the most recent trades. Previously, the Corporation purchased treasury stock or issued authorized but un-issued shares to fund the dividend reinvestment plan and issued stock to the plan participants in place of cash dividends. Effective May 16, 2006, the Corporation changed the policy to purchase shares for the dividend reinvestment participants on the open market through an approved broker. The Corporation uses the cash

 
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dividends due the plan participants to purchase shares from the broker. The Corporation reimburses the broker for the 5% discount when the purchase of the Corporation’s stock is completed.

Stock-based compensation

Effective January 1, 2006, the Corporation adopted Statement of Financial Accounting Standards No. 123(R), “Share Based Payment” (SFAS No. 123(R)), using the modified prospective transition method. Accordingly, the Corporation has recorded stock-based compensation cost using the fair value method starting in 2006.

Income taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

The Corporation adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), as of January 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no affect on the Corporation’s financial statements.

The Corporation recognizes interest and/or penalties related to income tax matters in income tax expense.

Other comprehensive income

Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, net of tax which are also recognized as separate components of equity.

Earnings per share

Basic earnings per share is calculated by dividing net income by the average daily number of common shares outstanding during the period. Common stock equivalents are not included in the calculation.

Diluted earnings per share is computed similar to that of the basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potential dilutive common shares were issued.

All share and per share amounts have been restated to reflect a 5% stock dividend paid November, 2006 and 2007.

Loss contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are such matters that will have a material effect on the financial statements.

Dividend restriction

Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to shareholders.

Fair value of financial instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.


Note 2. RESTRICTIONS ON CASH AND DUE FROM BANKS

Cash reserves are required to be maintained on deposit with the Federal Reserve Bank based on deposits. The average amounts of the reserves on deposit for the years ended December 31, 2007 and 2006 were approximately $300,000.

 
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Note 3. SECURITIES AVAILABLE FOR SALE

The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other
comprehensive income were as follows:

   
December 31, 2007
 
   
Fair
   
Gross Unrealized
 
   
Value
   
Gains
   
Losses
 
U.S. government-sponsored agencies:
                 
Within one year.
  $ 497,000     $     $ 3,000  
After one year through five years
    7,323,000       47,000       1,000  
After five years through ten years
    13,923,000       265,000        
After ten years
    13,950,000       183,000        
      35,693,000       495,000       4,000  
                         
Obligations of state and political subdivisions:
                       
Within one year.
    326,000             1,000  
After one year through five years
    1,016,000             4,000  
After five years through ten years
    326,000       2,000       1,000  
After ten years
    1,235,000             23,000  
      2,903,000       2,000       29,000  
                         
Mortgage-backed securities:                        
Within one year
    17,000              
After one year through five years
    2,340,000       3,000       28,000  
After five years through ten years
    5,047,000       32,000       21,000  
After ten years
    29,727,000       170,000       156,000  
      37,131,000       205,000       205,000  
Total debt securities     75,727,000                   
              702,000       238,000  
Other equity investments
    1,230,000             17,000  
    $ 76,957,000     $ 702,000     $ 255,000  
                         
   
December 31, 2006
 
   
Fair
   
Gross Unrealized
 
   
Value
   
Gains
   
Losses
 
U.S. government-sponsored agencies
                       
Within one year.
  $ 4,180,000     $     $ 20,000  
After one year through five years
    11,375,000       1,000       138,000  
After five years through ten years
    8,384,000       27,000       35,000  
After ten years
    8,178,000             154,000  
      32,117,000       28,000       347,000  
                         
Obligations of state and political subdivisions:
                       
After one year through five years
    1,331,000             25,000  
After five years through ten years
    143,000              
After ten years
    349,000             5,000  
      1,823,000             30,000  
                         
Mortgage-backed securities:
                       
Within one year
    4,000              
After one year through five years
    2,190,000             75,000  
After five years through ten years
    6,376,000       5,000       154,000  
After ten years
    29,137,000       35,000       412,000  
      37,707,000       40,000       641,000  
Total debt securities
    71,647,000       68,000       1,018,000  
                         
Other equity investments
    1,099,000             21,000  
    $ 72,746,000     $  68,000     $ 1,039,000  

 
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Issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This might cause actual maturities to differ from the contractual maturities summarized above.

Mortgage-backed securities are comprised primarily of government agencies such as the Government National Mortgage Association ("GNMA") and government sponsored agencies such as the Federal National Mortgage Association ("FNMA"), the Federal Home Loan Banks ("FHLB") and the Federal Home Loan Mortgage Corporation ("FHLMC"). At year end 2007 and 2006, there were no holdings of securities of any one issuer other than the U.S. government and its agencies in an amount greater than 10% of stockholders' equity.

The following tables summarize the fair value and unrealized losses of those investment securities which reported an unrealized loss at December 31, 2007 and 2006, and if the unrealized loss position was continuous for the twelve months prior to December 31, 2007 and 2006.

   
Less than 12 Months
   
12 Months or Longer
   
Total
 
   
 
Unrealized
   
 
   
Unrealized
         
Unrealized
 
2007
 
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                                     
U.S. government sponsored agencies
  $     $     $ 1,995,000     $ (4,000 )   $ 1,995,000     $ (4,000 )
Obligations of state and political subdivisions
    1,067,000       (20,000 )     1,278,000       (9,000 )     2,345,000       (29,000 )
Mortgage-backed securities
    3,632,000       (8,000 )     14,413,000       (197,000 )     18,045,000       (205,000 )
Other eauity investments
    71,000       (4,000 )     1,159,000       (13,000 )     1,230,000       (17,000 )
Total temporarily impaired securities
  $ 4,770,000     $ (32,000 )   $ 18,845,000     $ (223,000 )   $ 23,615,000     $ (255,000 )
                                                 
   
Less than 12 Months
   
12 Months or Longer
   
Total
 
2006
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
                                                 
U.S. government sponsored agencies
  $ 16,551,000     $ (181,000 )   $ 11,980,000     $ (166,000 )   $ 28,531,000     $ (347,000 )
Obligations of state and political subdivisions
    492,000       (5,000 )     1,071,000       (25,000 )     1,563,000       (30,000 )
Mortgage-backed securities
    7,433,000       (59,000 )     20,546,000       (582,000 )     27,979,000       (641,000 )
Other eauity investments
                1,099,000       (21,000 )     1,099,000       (21,000 )
Total temporarily impaired securities
  $ 24,476,000     $ (245,000 )   $ 34,696,000     $ (794,000 )   $ 59,172,000     $ (1,039,000 )

The unrealized losses are primarily due to the changes in interest rates. These securities have not been considered other than temporarily impaired as scheduled principal and interest payments have been made and management anticipates collecting the entire principal balance as scheduled. Management believes the price variation is temporary in nature and has the ability and intent to hold these securities to maturity or for a sufficient amount of time to recover the recorded principal.

Cash proceeds realized from sales and calls of securities available for sale for the years ended December 31, 2007 and 2006 were $8,634,000 and $16,867,000, respectively. There were gross gains totaling $2,000 and no gross losses realized on sales or calls during the year ended December 31, 2007. The tax provision related to these realized gains was negligible. There were no gross gains and gross losses totaling $435,000 were realized on sales or calls during the year ended December 31, 2006. The tax benefit related to these realized losses was $156,000.

See Note 9 to financial statements regarding securities pledged as collateral for securities sold under agreements to repurchase.

 
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Note 4. SECURITIES HELD TO MATURITY

The following is a summary of the contractual maturities and related unrecognized gains and losses of securities held to maturity:

   
December 31, 2007
 
   
Carrying
   
Gross Unrecognized
       
   
Amount
   
Gains
   
Losses
   
Fair Value
 
                         
U.S. Treasury:
                       
After one year through five years
  $ 501,000     $ 5,000     $     $ 506,000  
      501,000       5,000             506,000  
                                 
U.S. government sponsored agencies:
                               
Within one year.
    1,453,000             1,000       1,452,000  
After one year through five years
    2,644,000       21,000             2,665,000  
After five years through ten years
    2,261,000       30,000             2,291,000  
After ten years
    5,973,000       84,000             6,057,000  
      12,331,000       135,000       1,000       12,465,000  
                                 
Obligations of state and political subdivisions:
                               
Within one year.
    1,652,000       1,000       4,000       1,649,000  
After one year through five years
    2,924,000       2,000       14,000       2,912,000  
After five years through ten years
    10,749,000       161,000       2,000       10,908,000  
After ten years
    7,244,000       40,000       20,000       7,264,000  
      22,569,000       204,000       40,000       22,733,000  
                                 
Mortgage-backed securities:
                               
Within one year.
    50,000                   50,000  
After one but within five years
    600,000       1,000       3,000       598,000  
After five years through ten years
    2,464,000       18,000       13,000       2,469,000  
After ten years
    2,674,000       29,000       16,000       2,687,000  
      5,788,000       48,000       32,000       5,804,000  
                                 
    $ 41,189,000     $ 392,000     $ 73,000     $ 41,508,000  
                                 
   
December 31, 2006
 
   
Carrying
   
Gross Unrecognized
         
   
Amount
   
Gains
   
Losses
   
Fair Value
 
                                 
U.S. Treasury:
                               
After one year through five years
  $ 502,000     $     $ 2,000     $ 500,000  
      502,000             2,000       500,000  
                                 
U.S. government sponsored agencies:
                               
Within one year
    1,455,000             22,000       1,433,000  
After one year through five years
    5,091,000       3,000       56,000       5,038,000  
After five years through ten years
    2,748,000       5,000       5,000       2,748,000  
After ten years
    1,482,000             26,000       1,456,000  
      10,776,000       8,000       109,000       10,675,000  
                                 
Obligations of state and political subdivisions:
                               
Within one year
    4,596,000       2,000       14,000       4,584,000  
After one year through five years
    4,475,000       1,000       73,000       4,403,000  
After five years through ten years
    6,499,000       32,000       25,000       6,506,000  
After ten years
    4,946,000       18,000       42,000       4,922,000  
      20,516,000       53,000       154,000       20,415,000  
                                 
Mortgage-backed securities:
                               
Within one year
    20,000                   20,000  
After one but within five years
    698,000             13,000       685,000  
After five years through ten years
    1,725,000       10,000       17,000       1,718,000  
After ten years
    4,926,000       22,000       80,000       4,868,000  
      7,369,000       32,000       110,000       7,291,000  
                                 
    $ 39,163,000     $ 93,000     $ 375,000     $ 38,881,000  

Issuers may have the right to call or prepay obligations with or without call or prepayment penalties. This might cause actual maturities to differ from the contractual maturities summarized above.

Mortgage-backed securities are comprised primarily of government agencies such as GNMA and government sponsored agencies such as FNMA, FHLB and FHLMC. At year end 2007 and 2006, there were no holdings of securities of any one issuer other than

 
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the U.S. government and its agencies in an amount greater than 10% of stockholders' equity.

The following tables summarize the fair value and unrecognized losses of those investment securities which reported an unrecognized loss at December 31, 2007 and 2006, and if the unrecognized loss position was continuous for the twelve months prior to December 31, 2007 and 2006.

   
Less than 12 Months
   
12 Months or Longer
   
Total
 
         
Unrecognized
         
Unrecognized
         
Unrecognized
 
2007
 
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                                     
U.S. Treasury
  $     $     $     $     $     $  
U.S. government sponsored agencies
                1,452,000       (1,000 )     1,452,000       (1,000 )
Obligations of state and political subdivisions
    614,000       (3,000 )     7,056,000       (37,000 )     7,670,000       (40,000 )
Mortgage-backed securities
     —             3,128,000       (32,000 )     3,128,000       (32,000 )
Total temporarily impaired securities
  $ 614,000     $ (3,000 )   $ 11,636,000     $ (70,000 )   $ 12,250,000     $ (73,000 )
                                                 
   
Less than 12 Months
   
12 Months or Longer
   
Total
 
           
Unrecognized
           
Unrecognized
           
Unrecognized
 
2006
 
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                                                 
U.S. Treasury
  $ 500,000     $ (2,000 )   $     $     $ 500,000     $ (2,000 )
U.S. government sponsored agencies
    2,950,000       (31,000 )     6,069,000       (78,000 )     9,019,000       (109,000 )
Obligations of state and political subdivisions
    6,238,000       (62,000 )     6,083,000       (92,000 )     12,321,000       (154,000 )
Mortgage-backed securities
    973,000       (9,000 )     3,956,000       (101,000 )     4,929,000       (110,000 )
Total temporarily impaired securities
  $ 10,661,000     $ (104,000 )   $ 16,108,000     $ (271,000 )   $ 26,769,000     $ (375,000 )

The unrecogized losses are primarily due to the changes in interest rates. These securities have not been considered other than temporarily impaired as scheduled principal and interest payments have been made and management anticipates collecting the entire principal balance as scheduled. Management believes the price variation is temporary in nature and has the ability and intent to hold these securities to maturity.

Cash proceeds realized from calls of securities held to maturity for the year ended December 31, 2007 were $2,653,000. Cash proceeds realized froms calls of securities held to maturity for the year ended December 31, 2006 were $950,000. Gross gains totaling $2,000 and no losses were realized from calls for the year ended December 31, 2007. The tax provision related to these realized gains was negligible. There were no gains or losses realized on calls for the year ended December 31, 2006.

The carrying value of securities pledged to secure treasury tax and loan deposits and public deposits for the two years ended December 31, 2007 and 2006 were $1,001,000 and $1,002,000, respectively. See also Note 9 to financial statements regarding securities pledged as collateral for securities sold under agreements to repurchase.

 
A-31

 

Note 5. LOANS

The loan portfolio consisted of the following:

   
December 31,
 
   
2007
   
2006
 
Mortgage:
           
Residential
  $ 44,719,000     $ 47,020,000  
Commercial
    209,082,000       177,411,000  
Commercial
    89,845,000       72,606,000  
Equity
    19,723,000       20,010,000  
Installment
    56,796,000       52,389,000  
Other.
    424,000       560,000  
Total gross loans
    420,589,000       369,996,000  
Less: Deferred loan fees, net of costs
    442,000       452,000  
Allowance for loan losses
    4,457,000       4,101,000  
      4,899,000       4,553,000  
                 
Loans, net
  $ 415,690,000     $ 365,443,000  

At December 31, 2007 and 2006, loans participated by the Corporation to other organizations totaled approximately $10,397,000 and $13,704,000, respectively.

Activity in the allowance for loan losses is summarized as follows:

   
December 31,
 
   
2007
   
2006
 
Balance, beginning
  $ 4,101,000     $ 3,847,000  
Provision charged to operations
    530,000       264,000  
Recoveries of loans charged off
    11,000       30,000  
Loans charged off
    (185,000 )     (40,000 )
Balance, ending
  $ 4,457,000     $ 4,101,000  

The Corporation has entered into lending transactions in the ordinary course of business with directors, executive officers and principal stockholders of the Corporation and their affiliates. At December 31, 2007 and 2006, these loans aggregated approximately $2,346,000 and $1,617,000, respectively. During the year ended December 31, 2007, new loans totaling $1,320,000 were granted and repayments totaled approximately $591,000. The loans, at December 31, 2007, were current as to principal and interest payments.

Note 6. NONPERFORMING LOANS

Nonperforming loans include the following:

   
December 31,
 
   
2007
   
2006
 
Nonaccrual loans
  $ 455,000     $ 444,000  
Loans past due ninety days or more and accruing
    26,000       1,090,000  
Total nonperforming loans
  $ 481,000     $ 1,534,000  

Restructured loans classified as nonaccrual for the year ended December 31, 2007 were $72,000. There were no restructured loans classified as nonaccrual for the year ended December 31, 2007.

 
A-32

 

The following information is presented for loans classified as nonaccrual and restructured:

   
Year ended December 31,
 
   
2007
   
2006
 
             
Income that would have been recorded under contractual terms
  $ 40,000     $ 37,000  
Less interest income received
    10,000       14,000  
Lost income on nonperforming loans during the year
  $ 30,000     $ 23,000  
 
 

Impaired loans consisted of the following:

   
December 31,
 
   
2007
   
2006
 
Impaired Loans
           
With related allowance for loan loss
  $ 222,000     $ 223,000  
Without related allowance for loan loss
    233,000       221,000  
Total impaired loans
  $ 455,000     $ 444,000  
Related allowance for possible credit losses
  $ 39,000     $ 110,000  
Average investment in impaired loans
  $ 344,000     $ 241,000  
Interest recognized on impaired loans
  $     $  


Note 7. PREMISES AND EQUIPMENT, NET

   
December 31,
 
   
2007
   
2006
 
             
Land
  $ 2,999,000     $ 2,999,000  
 Buildings and improvements
    2,802,000       2,758,000  
Leasehold improvements
    2,159,000       1,771,000  
Furniture, fixtures and equipment
    4,581,000       3,798,000  
      12,541,000       11,326,000  
Less accumulated depreciation and amortization
    4,591,000       4,228,000  
Total premises & equipment, net
  $ 7,950,000     $ 7,098,000  

Amounts charged to net occupancy expense for depreciation and amortization of banking premises and equipment amounted to $787,000 and $712,000 in 2007 and 2006, respectively.

 
A-33

 

Note 8. DEPOSITS

   
December 31, 2007
   
December 31, 2006
 
   
Weighted
         
Weighted
       
   
Average
         
Average
       
   
Rate
   
Amount
   
Rate
   
Amount
 
Noninterest-bearing demand
    0 %   $ 101,993,000       0 %   $ 92,105,000  
                                 
NOW accounts
    1.75 %    
67,044,000
      1.59 %     64,493,000  
Money market accounts
    3.17 %     86,669,000       2.67 %     56,406,000  
Total interest-bearing demand
    2.55 %     153,713,000       2.09 %     120,899,000  
                      000          
Statement savings and clubs
    0.80 %     33,524,000       0.77 %     33,546,000  
Business savings
    0.50 %     3,486,000       0.51 %     3,778,000  
Total savings
    0.77 %     37,010,000       0.74 %     37,324,000  
                                 
IRA investment and variable rate savings
    4.56 %     26,499,000       4.31 %     23,012,000  
Brokered certificates
    5.19 %     15,415,000       5.37 %     19,671,000  
Money market certificates
    4.47 %     137,669,000       4.36 %     141,212,000  
Total certificates of deposit
    4.55 %     179,583,000       4.46 %     183,895,000  
                                 
Total interest-bearing deposits
    3.34 %     370,306,000       3.22 %     342,118,000  
                                 
Total deposits
    2.62 %   $ 472,299,000       2.54 %   $ 434,223,000  

Certificates of deposit with balances of $100,000 or more at December 31, 2007 and 2006, totaled approximately $71,122,000 and $69,902,000, respectively.

The scheduled maturities of certificates of deposit were as follows:

   
December 31,
 
   
2007
 
2008
  $ 131,998,000  
2009
    26,570,000  
 2010
    13,246,000  
2011
    4,470,000  
2012
    3,299,000  
    $ 179,583,000  

Note 9. OTHER BORROWINGS

Federal Home Loan Bank of New York Advances

During the years 2007 and 2006, the maximum amount of FHLB-NY advances outstanding at any month end was $32.0 million and $40.4 million, respectively. The average amount of advances outstanding during the year ended December 31, 2007 and 2006 was $20.4 million and $27.9 million, respectively. As of December 31, 2007, all FHLB-NY advances had fixed rates.  The advances are scheduled for repayment as follows:

   
December 31, 2007
   
December 31, 2006
 
         
Weighted
         
Weighted
 
         
Average
         
Average
 
Advances Maturing
 
Amount
   
Rate
   
Amount
   
Rate
 
                         
2007
  $       0.00 %   $ 14,400,000       5.33 %
2008
    18,645,000       3.58 %     3,492,000       3.26 %
2009
          0.00 %           0.00 %
Thereafter
    10,000,000       3.82 %     10,000,000       3.82 %
    $ 28,645,000       3.66 %   $ 27,892,000       4.53 %

 
A-34

 

Advances totaling $10.0 million are convertible by the FHLB -NY quarterly into any FHLB-NY advance at current market rate. This conversion feature is only available if the three month LIBOR resets at or above 7.50%.

Advances from the FHLB-NY were secured by a blanket assignment of the Corporation's unpledged, qualifying mortgage loans, mortgage-backed securities and investment securities. Such loans remain under the control of the Corporation. Securities are maintained in safekeeping with the FHLB-NY.

The Corporation had an available overnight line of credit with the FHLB-NY for a maximum of $51.7 million at December 31, 2007.

Securities Sold Under Agreement to Repurchase

At December 31, 2007 and 2006, securities sold under agreements to repurchase were collateralized by U.S. Treasury and agency securities having a carrying value of approximately $20,208,000 and $24,531,000, respectively. In September 2007, the Corporation entered into a wholesale repurchase agreeement with a broker to borrow $14.0 million with a maturity of 7 years. The borrowing bears a fixed interest rate of 3.25% for one year and then converts to a floating rate at 9.00% minus 3-month LIBOR measured on a quarterly basis with a 5.15% cap and a 0.0% floor. This repurchase agreement was collateralized by agency securities maintained in safekeeping by the broker. The remaining balances at December 31, 2007 as well as balances at December 31, 2006 were securities sold to Bank customers at fixed rates with maturities varying from one day to one year. These securities were maintained in a separate safekeeping account within the Corporation's control.

   
December 31,
 
   
2007
   
2006
 
Balance
  $ 17,283,000     $ 9,023,000  
Weighted average interest rate
    3.56 %     4.70 %
Weighted average length of maturity
 
5.7 years
   
42 days
 
Maximum amount outstanding at any month end
               
during the year
  $ 17,283,000     $ 9,757,000  
Average amount outstanding during the year
  $ 12,192,000     $ 7,461,000  
Average interest rate during the year
    4.13 %     4.43 %
                 

Note 10. SUBORDINATED DEBENTURES

On September 17, 2003, Stewardship Statutory Trust I (the “Trust”), a statutory business trust, and a wholly owned subsidiary of Stewardship Financial Corporation, issued $7,000,000 Fixed/Floating Rate Capital Securities (“Capital Securities”), the proceeds from which the Trust used to purchase from the Corporation, $7,217,000 of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (“Debentures”) maturing September 17, 2033. The Trust is obligated to distribute all proceeds of a redemption whether voluntary or upon maturity, to holders of the Capital Securities. Stewardship Financial Corporation’s obligation with respect to the Capital Securities, and the subordinated debentures, when taken together, provide a full and unconditional guarantee on a subordinated basis by Stewardship Financial Corporation of the Trust’s obligations to pay amounts when due on the Capital Securities.

The Capital Securities and the Debentures both bear a fixed interest rate of 6.75% until September 17, 2008 and thereafter shall float quarterly at a rate of 3-Month LIBOR plus 2.95%.

FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” was issued in January 2003 and was reissued as FASB Interpretation No. 46 (revised December 2003) (“FIN 46R”). FIN 46 and FIN 46R provide guidance on the identification of entities controlled through means other than voting rights and specify how the Corporation should evaluate its interest in a variable interest entity for purposes of determining whether to consolidate that entity. If a variable interest entity does not effectively disperse risk among the parties involved, it must be consolidated by its primary beneficiary.

The Corporation adopted FIN 46R on December 31, 2003, deconsolidating its investment in Stewardship Statutory Trust I, the subsidiary trust formed in connection with the issuance of subordinated debentures (trust preferred securities). In July 2003, the Board of Governors of the Federal Reserve System instructed bank holding companies to continue to include trust preferred securities in their Tier I capital for regulatory purposes until notice is given to the contrary. There can be no assurance that the Federal Reserve System will continue to allow bank holding companies to include trust preferred securities in Tier I capital for regulatory purposes. As of December 31, 2007, assuming the Corporation was not allowed to include the $7,000,000 in trust preferred securities issued by Stewardship Statutory Trust I in Tier I capital, the Corporation would remain “well capitalized”.

 
A-35

 

Note 11. REGULATORY CAPITAL REQUIREMENTS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Regulations of the Board of Governors of the Federal Reserve System (“FRB”) require bank holding companies to maintain minimum levels of regulatory capital. Under the regulations in effect at December 31, 2007, the Corporation was required to maintain (i) a minimum leverage ratio of Tier 1 capital to total adjusted assets of 4.0% and (ii) minimum ratios of Tier 1 and total capital to risk-weighted assets of 4.0% and 8.0%, respectively. The Bank must comply with substantially similar capital regulations promulgated by the FDIC.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately categorized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

At year end 2007 and 2006, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes changed the institution’s category.

Management believes that, as of December 31, 2007, the Bank and the Corporation have met all capital adequacy requirements to which they are subject. The following is a summary of the Corporation’s and the Bank’s actual capital amounts and ratios as of December 31, 2007 and 2006, compared to the minimum capital adequacy requirements and the requirements for classification as a well capitalized institution under the prompt corrective action regulations:

               
To Be Well Capitalized
 
         
Required for Capital
   
Under Prompt Corrective
 
   
Actual
   
Adequacy Purposes
   
Action Regulations
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
December 31, 2007
                                   
Leverage (Tier 1) capital
                                   
Consolidated
  $  47,732,000       8.56 %   22,295,000       4.00 %   N/A       N/A  
Bank
    42,313,000       7.66 %     22,104,000       4.00 %     27,630,000       5.00 %
                                                 
Risk-based capital:
                                               
Tier 1
                                               
Consolidated
    47,732,000       10.76 %     17,736,000       4.00 %     N/A       N/A  
Bank
    42,313,000       9.57 %     17,690,000       4.00 %     26,535,000       6.00 %
Total
                                               
Consolidated
    52,189,000       11.77 %     35,473,000       8.00 %     N/A       N/A  
Bank
    46,769,000       10.58 %     35,380,000       8.00 %     44,224,000       10.00 %
                                                 
December 31, 2006
                                               
Leverage (Tier 1) capital
                                               
Consolidated
  44,783,000       8.85 %   20,252,000       4.00 %   N/A       N/A  
Bank
    39,765,000       7.91 %     20,096,000       4.00 %     25,120,000       5.00 %
                                                 
Risk-based capital:
                                               
Tier 1
                                               
Consolidated
    44,783,000       11.25 %     15,930,000       4.00 %     N/A       N/A  
Bank
    39,765,000       10.01 %     15,890,000       4.00 %     23,836,000       6.00 %
Total
                                               
Consolidated
    48,884,000       12.28 %     31,859,000       8.00 %     N/A       N/A  
Bank
    43,866,000       11.04 %     31,781,000       8.00 %     39,726,000       10.00 %

 
A-36

 

Note 12. BENEFIT PLANS

The Corporation has a noncontributory profit sharing plan covering all eligible employees. Contributions are determined by the Corporation’s Board of Directors on an annual basis. Total profit sharing plan expense for the years ended December 31, 2007 and 2006 amounted to approximately $396,000 and $394,000, respectively.

The Corporation also has a 401(k) plan which covers all eligible employees. Participants may elect to contribute up to 15% of their salaries, not to exceed the applicable limitations as per the Internal Revenue Code. The Corporation, on an annual basis, may elect to match 50% of the participant’s first 5% contribution. Total 401(k) expense for the years ended December 31, 2007 and 2006 amounted to approximately $69,000 and $67,000, respectively.

During 1996, the Corporation adopted an Employee Stock Purchase Plan which allows all eligible employees to authorize a specific payroll deduction from his or her base compensation. Total stock purchases amounted to 3,437 and 3,231 shares during 2007 and 2006, respectively.

Note 13. STOCK-BASED COMPENSATION

At December 31, 2007, the Corporation had four types of stock award programs referred to as the Employee Stock Bonus Plan, the Director Stock Plan, an Employee Stock Option Plan and Stock Option Plans for Non-Employee Directors.

The Employee Stock Bonus Plan is intended to provide incentives which will retain highly competent key management employees of the Corporation by providing them with a bonus in the form of shares of the common stock of the Corporation. Compensation expense is based on the fair value of shares awarded on the date of the grant. The Corporation has not granted shares during 2007 and 2006 under this plan.

The Director Stock Plan permits members of the Board of Directors of the Bank to receive any monthly Board of Directors’ fees in shares of the Corporation’s common stock, rather than in cash. Beginning in June, 2006, shares were purchased for Directors in the open market and resulted in purchases of 5,207 shares for 2007 and 3,168 shares for 2006. From January 1, 2006 through May 31, 2006, the Corporation provided shares in the amount of 2,131 through reissued treasury shares or through authorized, un-issued shares.

 
A-37

 

The Employee Stock Option Plan provides for options to purchase shares of Common Stock to be issued to employees of the Corporation at the discretion of the Stock Option Committee. The committee has the authority to determine the terms and conditions of the options granted, the exercise price thereof, and whether the options are incentive or non-statutory options. The Employee Stock Option Plan has reserved 219,901 shares of common stock for issuance. The options were issued with an exercise price which represented market price of the stock at the date of grant. Options are exercisable, subject to a vesting schedule, with the first vesting starting one year from the date of the grant and expire between five and ten years from the date of grant. There were no options granted during 2007, or 2006. The plan allows for the exercise of options to be paid for in cash or with shares already owned. During 2007, 9,302 shares were used to satisfy the exercise of options. A summary of the status of the qualified stock options as of December 31, 2007 and changes during the year is presented as follows:

   
2007
 
         
Weighted
 
         
Average
 
         
Exercise
 
   
Shares
   
Price
 
Outstanding at beginning of year
    79,193     $ 5.70  
Exercised
    (41,222 )     3.86  
Forfeited
    ( 1,554 )     10.63  
Outstanding at end of year
    36,417     $ 7.56  
Intrinsic value at year end
  $ 207,000          
Options exercisable at year end
    36,417          
Intrinsic value of options Exercisable
  $ 207,000          
Weighted-average remaining contractual term (years)
    2.51          

The intrinsic value of options exercised was $380,000 and $12,000 for the years ended December 31, 2007 and 2006, respectively. The Corporation received cash from the exercise of options in the amount of $32,000 and $10,000 for the years ended December 31, 2007 and 2006 respectively.

The following table summarizes information about the qualified employee stock options outstanding at December 31, 2007:

     
Options Outstanding
 
     
Number
   
Weighted Avg.
   
Weighted
   
Number
 
     
Outstanding
   
Remaining
   
Average
   
Exercisable
 
     
at 12/31/07
   
Contractual Life
   
Exercise Price
   
12/31/07
 
Range of Exercise Prices:
                         
$3 - 5
      7,331       0.14     $ 4.30       7,331  
$5 - 8
 
    18,705       1.76       6.20       18,705  
$8 -11
                         
$11 – 14
    10,381       5.54       12.34       10,381  
$3 -14
      36,417       2.51     $ 7.56       36,417  

The 2001 Stock Option Plan for Non-Employee Directors provided for options to purchase shares of common stock to be issued to Directors of the Corporation. The plan reserved 168,852 shares of common stock for issuance. The options to be issued with an exercise price which represented market price of the stock at the date of grant. There were no options granted during 2007 or 2006. The plan allows for the exercise of options to be paid for in cash or with shares already owned. During 2006, 9,000 shares were used to satisfy the exercise options.

 
A-38

 

On May 9, 2006 the shareholders approved the 2006 Stock Option Plan for Non-Employee Directors. The Plan provides for options to purchase shares of common stock to be issued to Non-Employee Directors of the Corporation. The plan reserved 66,150 shares of common stock for issuance, 20% of such options are exercisable each year for five years. Options expire on the earlier of the sixth anniversary of the date of the grant or May 15, 2012. Options were granted on June 30, 2006 to all Non-Employee Directors. A summary of the status of the nonqualified stock options issued under the 2001 and 2006 Stock Option Plan for Non-Employee Directors as of December 31, 2007 is presented below:
 
   
2007
 
         
Weighted-
 
         
Average
 
         
Exercise
 
   
Shares
   
Price
 
Outstanding at beginning of year
    60,753     $ 12.34  
Granted
           
Exercised
    ( 3,307 )     12.24  
Forfeited
           
Outstanding at end of year
    57,446     $ 12.35  
Intrinsic value at end of year
  $ 52,000          
Options exercisable at year end
    13,346          
Weighted average fair value of options granted during the year
  $          
Intrinsic value of options exercisable
  $ 8,000          
Weighted average remaining contractual terms (years)
    4.22          

The Corporation received cash from the exercise of options in the amount of $41,000 and $101,000 for the years ended December 31, 2007 and 2006 respectively. The Corporation realized a tax benefit from the options exercised in the years ended December 31, 2007 and 2006 of $3,000 and $174,000, respectively.

The fair value of the options granted for the 2006 Stock Option Plan for Non-Employee Directors was estimated on the date of the grant using the Black -Scholes option pricing model with the following assumptions used:

Dividend Yield
    2.25 %
Expected Volatility
    36.72 %
Risk-Free Interest Rate
    5.21 %
Expected Life
6 years
 
Fair Value at Grant Date
    $4.33  

The following table summarizes information about the nonqualified Non-Employee Director stock options outstanding at December 31, 2007:
     
Options Outstanding
 
     
Number Outstanding at 12/31/07
   
Weighted Avg. Remaining Contractual Life
   
Weighted Average Exercise Price
   
Number Exercisable 12/31/07
 
Range of Exercise Prices:
                         
$11 - 13       51,818       4.38     $ 12.24       7,718  
$13 – 15       5,628       2.80       13.31       5,628  
$11 - 15       57,446       4.22     $ 12.35       13,346  

Unrecognized compensation expense totaled $161,000 and will be recognized over the next 3.4 years.

 
A-39

 

Note 14: EARNINGS PER SHARE

The following reconciles the income available to common shareholders (numerator) and the weighted average common stock outstanding (denominator) for both basic and diluted earnings per share for 2007 and 2006:

   
2007
   
2006
 
Net income
  $ 4,607,000     $ 4,753,000  
                 
Weighted average common shares outstanding - basic
    5,293,507       5,271,986  
Effect of dilutive securities - stock options
    27,972       49,144  
                 
Weighted average common shares outstanding - diluted
    5,321,479       5,321,130  
                 
Basic earnings per share
  $ 0.87     $ 0.90  
                 
Diluted earnings per share
  $ 0.87     $ 0.89  

Stock options granting 54,038 and 33,417 shares of common stock for the years ended December 31, 2007 and 2006, respectively were not considered in computing diluted earnings per share because they were antidilutive.

Note 15. INCOME TAXES

The components of income taxes (benefit) are summarized as follows:


   
Year ended December 31,
 
   
2007
   
2006
 
Current tax expense:
           
Federal
  $ 1,717,000     $ 2,092,000  
State
    522,000       650,000  
      2,239,000       2,742,000  
                 
Deferred tax benefit:
               
Federal
    (152,000 )     (80,000 )
State
    (9,000 )     (35,000 )
      (161,000 )     (115,000 )
    $ 2,078,000     $ 2,627,000  

The following table presents a reconciliation between the reported income taxes and the income taxes which would be computed by applying the normal federal income tax rate (34%) to income before income taxes:


   
Year ended December 31,
 
   
2007
   
2006
 
             
Federal income tax.
           
Add (deduct) effect of:
  $ 2,273,000     $ 2,509,000  
State income taxes, net of federal income tax effect
    338,000       406,000  
Nontaxable interest income
    (312,000 )     (246,000 )
Life insurance
    (268,000 )     (109,000 )
Nondeductible expenses
    71,000       73,000  
Change in valuation reserve - federal
    27,000       17,000  
Other items, net
    (51,000 )     (23,000 )
Effective federal income taxes
  $ 2,078,000     $ 2,627,000  

 
A-40

 
 
The tax effects of existing temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

   
December 31,
 
   
2007
   
2006
 
Deferred tax assets:
           
Allowance for loan losses
  $ 1,780,000     $ 1,638,000  
Accrued reserves
    75,000       122,000  
Core deposit intangible amortization
    3,000       10,000  
Stock compensation
    41,000       20,000  
Nonaccrual loan interest
    19,000       12,000  
Depreciation
    212,000       203,000  
Contribution carry forward
    87,000       34,000  
State capital loss carry forward
    111,000       7,000  
Unrealized losses on securities available for sale
    — 381,000          
Other
          1,000  
      2,328,000       2,428,000  
Valuation reserve
    (94,000 )     (41,000 )
      2,234,000       2,387,000  
                 
Deferred tax liabilities:
               
Unrealized gains on securities available for sale
    171,000        
Other
    66,000        
      237,000        
                   
Net deferred tax assets
  $ 1,997,000     $ 2,387,000  
 

There were no unrecognized tax benefits during the year or at the year ending December 31, 2007.

There were no tax interest and penalties recorded in the income statement for the year ended December 31, 2007. There were no tax interest and penalties accrued for the year ended December 31, 2007.

The Corporation and its subsidiaries are subject to U.S. federal income tax as well as income tax of the state of New Jersey.  The Corporation is no longer subject to examination by taxing authorities for years before 2004.

Note 16. COMMITMENTS AND CONTINGENCIES

Loan Commitments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments.

 
A-41

 

The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

At December 31, 2007, the Corporation had mortgage commitments to extend credit aggregating approximately $1.9 million at fixed rates averaging 5.86%. All these loan commitments will be sold to investors upon closing. Commercial, construction, and home equity loan commitments of approximately $12.7 million were extended with variable rates currently averaging 7.05% and $1.1 million were extended at fixed rates averaging 6.13%. All commitments were due to expire within approximately 120 days.

Additionally, at December 31, 2007, the Corporation was committed for approximately $81.7 million of unused lines of credit, consisting of $25.3 million relating to a home equity line of credit program and an unsecured line of credit program (cash reserve), and $56.4 million relating to commercial and construction lines of credit. Amounts drawn on the unused lines of credit are predominantly assessed interest at rates which fluctuate with the base rate.

Commitments under standby and commercial letters of credit aggregated approximately $3.7 million at December 31, 2007, of which $3.6 million expires within one year. Should any letter of credit be drawn on, the interest rate charged on the resulting note would fluctuate with the Corporation's base rate. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby and commercial letters of credit are conditional commitments issued by the Corporation to guarantee payment or performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation obtains collateral supporting those commitments for which collateral is deemed necessary.

Lease Commitments

Rentals under long-term operating lease for branch offices amounted to approximately $766,000 and $642,000 during the years ended December 31, 2007 and 2006, respectively. At December 31, 2007, the minimum rental commitments on the noncancellable leases with an initial term of one year or more and expiring thereafter is as follows:

Year Ending
 
Minimum
 
December 31
 
Rent
 
       
2008
  $ 829,000  
2009
    776,000  
2010
    757,000  
2011
    743,000  
2012
    724,000  
Thereafter
    3,833,000  
    $ 7,662,000  
Contingencies

The Corporation is also subject to litigation which arises primarily in the ordinary course of business In the opinion of management the ultimate disposition of such litigation should not have a material adverse effect on the financial position of the Corporation.

 
A-42

 

Note 17. DIVIDEND LIMITATION

The Corporation's ability to pay cash dividends is based on its ability to receive cash from its bank subsidiary. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s profits, combined with the retained net profits of the proceeding two years. At December 31, 2007, this restriction did not result in any effective limitation in the manner in which the Bank is currently operating.

Note 18. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates, methods and assumptions are set forth below for the Corporation's financial instruments.

   
December 31,
 
   
2007
   
2006
 
   
Carrying
   
Estimated
   
Carrying
   
Estimated
 
   
Amount
   
Fair Value
   
Amount
   
Fair Value
 
   
(Dollars in thousands)
 
       
Financial assets:
                       
Cash and cash equivalents
  $ 11,932     $ 11,932     $ 15,697     $ 15,697  
Securities available for sale
    76,957       76,957       72,746       72,746  
Securities held to maturity
    41,189       41,508       39,163       38,881  
FHLB-NY stock
    1,983       1,983       1,899       1,899  
Net loans
    415,690       415,900       365,443       362,043  
Mortgage loans held for sale
    1,284       1,300       2,155       2,183  
Accrued interest receivable
    3,112       3,112       2,912       2,912  
                                 
Financial liabilities:
                               
Deposits
    472,299       473,981       434,223       434,223  
Securities sold under agreements to repurchase
    17,283       17,283       9,023       9,023  
Other borrowings
    28,645       28,585       27,892       26,655  
Subordinated debenture
    7,217       7,430       7,217       7,436  
Accrued interest payable
    2,080       2,080       1,721       1,721  

 
A-43

 
 
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents

The carrying amount approximates fair value.

Securities available for sale

All securities available for sale are actively traded and have been valued using quoted market prices.

Securities held to maturity

All securities held to maturity are actively traded and have been valued using quoted market prices.

FHLB-NY stock

The carrying amount approximates fair value.

Net loans

Fair values are estimated for portfolios of loan with similar financial characteristics. Loans are segregated by type such as residential and commercial mortgages, commercial and other installment. The fair value of loans is estimated by discounting cash flows using estimated market discount rates which reflect the credit and interest rate risk inherent in the loans.

Mortgage loans held for sale

Loans in this category have been committed for sale to investors at the current carrying amount.

Accrued interest receivable

The carrying amount approximates fair value.

Deposits

The fair value of deposits, with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW and money market accounts, is equal to the amount payable on demand as of December 31, 2007 and 2006, respectively. The fair value of the certificates of deposit is based on the discounted value of cash flows. The discount rate is estimated using market discount rates which reflect interest rate risk inherent in the certificates of deposit.

Securities sold under agreements to repurchase

The carrying value approximates fair value due to the relatively short time before maturity.

Other borrowings

The carrying amount of the borrowings which mature in one day approximates fair value. For the borrowings with a longer maturity, the fair value is based on the discounted value of the cash flows. The discount rate is estimated using market discount rates which reflect the interest rate risk inherent in the term borrowings.

Subordinated debenture

The fair value of the subordinated debenture is based on the discounted value of the cash flows. The discounted rate is estimated using market discount rates which reflect the interest rate risk inherent in the debenture.

Accrued interest payable

The carrying valve approximates fair value.

Commitments to extend credit

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counter parties, and at December 31, 2007 and 2006 were not material.

Limitations

The preceding fair value estimates were made at December 31, 2007 and 2006, based on pertinent market data and relevant information on the financial instruments. These estimates do not include any premium or discount that could result from an offer to sell at one time the Corporation's entire holdings of a particular financial instrument or category thereof. Since no market exists for a substantial portion of the Corporation's financial instruments, fair value estimates were necessarily based on judgements with respect to future expected loss experience, current economic conditions, risk assessments of various financial instruments, and other factors. Given the subjective nature of these estimates, the uncertainties surrounding them and the matters of significant judgement that must be applied, these fair value estimates cannot be calculated with precision. Modifications in such assumptions could meaningfully alter these estimates.

Since these fair value approximations were made solely for on and off balance sheet financial instruments at December 31, 2007 and 2006, no attempt was made to estimate the value of anticipated future business. Furthermore, certain tax implications related to the realization of unrealized gains and losses could have a substantial impact on these fair value estimates and have not been incorporated into the estimates.

 
A-44

 

Note 19. PARENT COMPANY ONLY

The Corporation was formed in January, 1995, to operate its subsidiary, Atlantic Stewardship Bank. The earnings of the bank are recognized by the Corporation using the equity method of accounting. Accordingly, the bank dividends paid reduce the Corporation's investment in the subsidiary. In 2003, the Corporation formed its second subsidiary, Stewardship Statutory Trust, to offer trust preferred securities. Condensed financial statements are presented below:

Condensed Statements of Financial Condition
 
Years ended December 31,
 
   
2007
   
2006
 
             
Assets
           
Cash and due from banks
  $ 652,000     $ 306,000  
Securities available for sale
    2,574,000       4,470,000  
Securities held to maturity
    1,991,000        
Investment in subsidiary
    42,658,000       39,307,000  
Accrued interest receivable
    43,000       40,000  
Other assets
    420,000       441,000  
Total assets
  $ 48,338,000     $ 44,564,000  
                 
Liabilities and Stockholders’ equity
               
Subordinated debentures
  $ 7,217,000     $ 7,217,000  
Other liabilities
    31,000       41,000  
Stockholders' equity
    41,090,000       37,306,000  
Total liabilities and Stockholders' equity
  $ 48,338,000     $ 44,564,000  
                 
Condensed Statements of Income
 
Years ended December 31,
 
   
2007
   
2006
 
                 
Interest income - securities available for sale
  $ 226,000     $ 177,000  
Interest income - securities held to maturity
    13,000        
Dividend income
    2,450,000       1,853,000  
Loss on sale of available for sale securities
          (90,000 )
Other income
    15,000       15,000  
Total income
    2,704,000       1,955,000  
 
               
Interest expense
    487,000       487,000  
Other expenses
    220,000       173,000  
Total expenses
    707,000       660,000  
                 
Income before income tax benefit
    1,997,000       1,295,000  
Tax benefit
    (153,000 )     (190,000 )
Income before equity in undistributed earnings of subsidiary
    2,150,000       1,485,000  
Equity in undistributed earnings of subsidiary
    2,457,000       3,268,000  
Net income
  $ 4,607,000     $ 4,753,000  

 
A-45

 

Condensed Statements of Cash Flows
 
Years ended December 31,
 
   
2007
   
2006
 
             
Cash flows from operating activities
           
Net income
  $ 4,607,000     $ 4,753,000  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Equity in undistributed earnings of subsidiary
    (2,457,000 )     (3,268,000 )
Loss on sale of securities available for sale
          90,000  
Accretion of discounts
          (2,000 )
Decrease (increase) in accrued interest receivable
    (3,000 )     5,000  
Decrease (increase) in other assets
    7,000       (47,000 )
Decrease in other liabilities
    (11,000 )     (33,000 )
Net cash provided by operating activities
    2,143,000       1,498,000  
                 
Cash flows from investing activities:
               
Purchase of security held to maturity
    (1,991,000 )      
Purchase of securities available for sale
    (1,562,000 )     (3,500,000 )
Proceeds from sales and calls on securities available for sale
    3,500,000       3,404,000  
Net cash used in investing activities
    (53,000 )     (96,000 )
                 
Cash flows from financing activities:
               
Cash dividends paid on common stock
    (1,816,000 )     (1,118,000 )
Payment of discount on dividend reinvestment plan
    (43,000 )      (19,000
Exercise of stock options
    73,000       101,000  
Purchase of treasury stock
          (415,000 )
Issuance of common stock
    42,000       69,000  
Net cash used in investing activities
    (1,744,000 )     (1,382,000 )
                 
Net increase in cash and cash equivalents
    346,000       20,000  
Cash and cash equivalents - beginning
    306,000       286,000  
Cash and cash equivalents - ending
  $ 652,000     $ 306,000  
                 
Supplemental disclosures of cash flow information:
               
Noncash financing activities - issuance of common stock under dividend reinvestment plan
  $     $ 412,000  

 
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NOTE 20. RECENT ACCOUNTING PRONOUNCEMENTS

Adoption of New Accounting Standards:

FASB Statement of Financial Accounting Standard No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment to FASB Statements No. 133 and 140”

In February 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment to FASB Statements No. 133 and 140” (SFAS No. 155). This Statement permits fair value remeasurement for hybrid financial instruments that contain an embedded derivative that otherwise would require bifurcation. Additionally, SFAS No. 155 clarifies the accounting for beneficial interests in securitizations. Under SFAS No. 155, all beneficial interests in a securitization will require an assessment in accordance with SFAS No. 133 to determine if an embedded derivative exists within the instrument. In January 2007, the FASB issued Derivatives Implementation Group Isse B40, “Application of Paragraph 13(b) to Securitized Interests in Prepayable Financial Assets” (DIG Issue B40). DIG Issue B40 provides an exemption from the embedded derivative test of paragraph 13(b) of SFAS No. 133 for instruments that would otherwise require bifurcation if the test is solely because of a prepayment feature included within the securitized interest and prepayment is not controlled by the security holder. SFAS No. 155 and DIG Issue B40 are effective for fiscal years beginning after September 15, 2006. The adoption of SFAS No. 155 and DIG Issue B40 did not have a material impact on the Corporation’s consolidated financial position or results of operations.
 
FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109”

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48), which prescribes a recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for fiscal years beginning after December 15, 2006.  The adoption of this statement has not had a material impact on the Corporation’s consolidated financial position or results of operation.
 
Effect of Newly Issued But Not Yet Effective Accounting Standards:

FASB Statement of Financial Accounting Standard No. 157, “Fair Value Measurements”

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157,” Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. The Corporation does not expect the impact of this standard to be material.

FASB Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Corporation on January 1, 2008. The Corporation did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008.

FASB Emerging Issues Task Force Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants’ employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The Corporation has determined that the adoption of EITF 06-4 will not have a material impact on the financial statements.
 
 
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Note 21. QUARTERLY FINANCIAL DATA (Unaudited)
 
The following table contains quarterly financial data for the years ended December 31, 2007 and 2006 (dollars in thousands).

Year ended December 31, 2007:
 
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
   
Total
 
                               
Interest income
  $ 7,932     $ 8,117     $ 8,526     $ 8,735     $ 33,310  
Interest expense
    3,259       3,315       3,614       3,692       13,880  
Net interest income before provision for loan losses
    4,673       4,802       4,912       5,043       19,430  
Provision for loan losses
    10       180       90       250       530  
Net interest income after provision for loan losses
    4,663       4,622       4,822       4,793       18,900  
Noninterest income
    996       1,506       915       997       4,414  
Noninterest expense
    3,995       4,182       3,873       4,579       16,629  
Net income before income tax expense
    1,664       1,946       1,864       1,211       6,685  
Federal and state income tax expense
    578       492       635       373       2,078  
Net income
  $ 1,086     $ 1,454     $ 1,229     $ 838     $ 4,607  
Basic earnings per share
  $ 0.21     $ 0.27     $ 0.23     $ 0.16     $ 0.87  
Diluted earnings per share
  $ 0.21     $ 0.27     $ 0.23     $ 0.16     $ 0.87  
                                         
Year ended December 31, 2006:
 
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
   
Total
 
                                         
Interest income
  $ 6,984     $ 7,334     $ 7,793     $ 7,889     $ 30,000  
Interest expense
    2,307       2,572       2,928       3,109       10,916  
Net interest income before provision for loan losses
    4,677       4,762       4,865       4,780       19,084  
Provision for loan losses
    50       110       90       14       264  
Net interest income after provision for loan losses
    4,627       4,652       4,775       4,766       18,820  
Noninterest income
    870       1,032       983       1,304       4,189  
Noninterest expense
    3,778       3,863       3,868       4,120       15,629  
Net income before income tax expense
    1,719       1,821       1,890       1,950       7,380  
Federal and state income tax expense
    610       654       665       698       2,627  
Net income
  $ 1,109     $ 1,167     $ 1,225     $ 1,252     $ 4,753  
Basic earnings per share
  $ 0.21     $ 0.22     $ 0.23     $ 0.24     $ 0.90  
Diluted earnings per share
  $ 0.21     $ 0.22     $ 0.23     $ 0.23     $ 0.89  
 
 
A-48
 

 
 
Graphic
 
 
 

 
 
Graphic