10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 0-18014

 


PAMRAPO BANCORP, INC.

(Exact name of registrant as specified in its charter)

 


 

NEW JERSEY   22-2984813

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

611 Avenue C, Bayonne, New Jersey   07002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 201-339-4600

 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes     ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ¨    Accelerated filer    x  Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes     x  No

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock, $.01 par value per share – 4,975,542 shares outstanding as of August 7, 2007

 



Table of Contents

PAMRAPO BANCORP, INC.

AND SUBSIDIARIES

INDEX

 

     Page
Number

PART IFINANCIAL INFORMATION

  

Item 1.

   Financial Statements   
   Consolidated Statements of Financial Condition at June 30, 2007 and December 31, 2006 (Unaudited)    1
   Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2007 and 2006 (Unaudited)    2
   Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended June 30, 2007 and 2006 (Unaudited)    3
   Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (Unaudited)    4
   Notes to Consolidated Financial Statements    5-7

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    7-13

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    13-14

Item 4.

   Controls and Procedures    15

PART IIOTHER INFORMATION

  

Item 1.

   Legal Proceedings    16

Item 1A.

   Risk Factors    16

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    16

Item 3.

   Defaults Upon Senior Securities    16

Item 4.

   Submission of Matters to a Vote of Security Holders    17

Item 5.

   Other Information    17

Item 6.

   Exhibits    17

SIGNATURES

   19

 


Table of Contents

PART I—FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

    

June 30,

2007

    December 31,
2006
 

ASSETS

    

Cash and amounts due from depository institutions

   $ 3,444,049     $ 4,557,390  

Interest-bearing deposits in other banks

     28,195,591       8,789,549  
                

Total cash and cash equivalents

     31,639,640       13,346,939  

Securities available for sale

     1,052,057       1,169,620  

Investment securities held to maturity; estimated fair value of $9,500,000 (2007) and $9,599,000 (2006)

     9,106,172       9,167,703  

Mortgage-backed securities held to maturity; estimated fair value of $127,527,000 (2007) and $136,449,000 (2006)

     133,948,587       141,053,489  

Loans receivable net of allowance for loan losses of $3,000,967 (2007) and $2,676,633 (2006)

     443,679,852       454,859,315  

Premises and equipment

     3,600,182       3,730,636  

Federal Home Loan Bank of New York stock, at cost

     5,221,500       5,721,100  

Interest receivable

     2,915,633       2,894,089  

Other assets

     5,204,460       4,617,307  
                

Total assets

   $ 636,368,083     $ 636,560,198  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Liabilities:

    

Deposits

   $ 481,602,962     $ 469,941,066  

Advances from Federal Home Loan Bank of New York

     89,000,000       101,000,000  

Advance payments by borrowers for taxes & insurance

     3,235,148       3,654,164  

Other liabilities

     3,795,157       3,397,222  
                

Total liabilities

     577,633,267       577,992,452  
                

Stockholders’ equity:

    

Preferred stock; authorized 3,000,000 shares; issued and outstanding-none

     —         —    

Common Stock; par value $.01; authorized 25,000,000 shares; 6,900,000 shares issued; 4,975,542 shares outstanding, (2007 and 2006)

     69,000       69,000  

Paid-in capital in excess of par value

     19,339,615       19,339,615  

Retained earnings

     64,027,190       63,936,702  

Accumulated other comprehensive loss

     (1,522,285 )     (1,598,867 )

Treasury stock, at cost; 1,924,458 shares

     (23,178,704 )     (23,178,704 )
                

Total stockholders’ equity

     58,734,816       58,567,746  
                

Total liabilities and stockholders’ equity

   $ 636,368,083     $ 636,560,198  
                

See notes to consolidated financial statements.

 

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

     Three Months Ended
June 30,
  

Six Months Ended

June 30,

     2007    2006    2007    2006

Interest income:

           

Loans

   $ 7,118,565    $ 7,205,321    $ 14,462,099    $ 14,148,360

Mortgage-backed securities

     1,520,176      1,844,286      3,101,524      3,788,065

Investments

     169,259      208,626      339,079      418,403

Other interest-earning assets

     468,471      154,678      703,606      286,576
                           

Total interest income

     9,276,471      9,412,911      18,606,308      18,641,404
                           

Interest expense:

           

Deposits

     3,414,281      2,749,602      6,689,633      5,192,801

Advances and other borrowed money

     1,125,925      1,147,995      2,259,739      2,229,765
                           

Total interest expense

     4,540,206      3,897,597      8,949,372      7,422,566
                           

Net interest income

     4,736,265      5,515,314      9,656,936      11,218,838

Provision for loan losses

     175,000      —        370,000      —  
                           

Net interest income after provision for loan losses

     4,561,265      5,515,314      9,286,936      11,218,838
                           

Non-interest income:

           

Fees and service charges

     317,730      302,019      618,441      616,839

Miscellaneous

     325,390      281,868      689,345      528,089
                           

Total non-interest income

     643,120      583,887      1,307,786      1,144,928
                           

Non-interest expenses:

           

Salaries and employee benefits

     1,818,914      2,086,890      3,754,754      3,898,578

Net occupancy expense of premises

     296,307      307,772      592,977      608,205

Equipment

     332,448      298,662      651,809      640,347

Advertising

     58,820      59,140      115,538      122,329

Professional fees

     198,547      183,720      337,815      334,526

Miscellaneous

     682,808      747,353      1,376,270      1,433,723
                           

Total non-interest expenses

     3,387,844      3,683,537      6,829,163      7,037,708
                           

Income before income taxes

     1,816,541      2,415,664      3,765,559      5,326,058

Income taxes

     663,036      896,009      1,386,322      1,994,604
                           

Net income

   $ 1,153,505    $ 1,519,655    $ 2,379,237    $ 3,331,454
                           

Net income per common share:

           

Basic

   $ 0.23    $ 0.31    $ 0.48    $ 0.67
                           

Diluted

   $ 0.23    $ 0.31    $ 0.48    $ 0.67
                           

Dividends per common share

   $ 0.23    $ 0.23    $ 0.46    $ 0.46
                           

Weighted average number of common shares and common stock equivalents outstanding:

           

Basic

     4,975,542      4,975,542      4,975,542      4,975,542
                           

Diluted

     4,979,330      4,979,193      4,980,343      4,980,081
                           

See notes to consolidated financial statements.

 

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

     Three Months Ended
June 30,
   

Six Months Ended

June 30,

 
     2007     2006     2007     2006  

Net income

   $ 1,153,505     $ 1,519,655     $ 2,379,237     $ 3,331,454  
                                

Other comprehensive income (loss), net of income taxes:

        

Gross unrealized holding gain (loss) on securities available for sale

     4,174       2,415       1,049       (28,452 )

Benefit Plans

     64,360       —         128,720       —    

Deferred income taxes

     (27,444 )     (1,000 )     (51,889 )     11,600  
                                

Other comprehensive income (loss)

     41,090       1,415       77,880       (16,852 )
                                

Comprehensive income

   $ 1,194,595     $ 1,521,070     $ 2,457,117     $ 3,314,602  
                                

See notes to consolidated financial statements.

 

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    

Six Months Ended

June 30,

 
     2007     2006  

Cash flow from operating activities:

    

Net income

   $ 2,379,237     $ 3,331,454  

Adjustments to reconcile net income to cash provided by operating activities:

    

Depreciation of premises and equipment

     301,488       276,965  

Amortization of premiums and discounts, net

     178,802       77,394  

Amortization of deferred fees, net

     95,737       53,266  

Provision for loan losses

     370,000       —    

(Increase) in interest receivable

     (21,544 )     (25,665 )

(Increase) in other assets

     (509,522 )     (282,637 )

Increase in other liabilities

     397,935       688,925  
                

Net cash provided by operating activities

     3,192,133       4,119,702  
                

Cash flow from investing activities:

    

Principal repayments on securities available for sale

     116,514       69,880  

Purchases of securities available for sale

     —         (27,483 )

Proceeds from sale of securities available for sale

     —         1,588,761  

Principal repayments on mortgage-backed securities held to maturity

     10,896,876       13,387,387  

Purchases of mortgage-backed securities held to maturity

     (3,909,245 )     —    

Net change in loans receivable

     10,713,726       (11,846,908 )

Additions to premises and equipment

     (171,034 )     (245,437 )

Redemption of Federal Home Loan Bank of New York Stock

     499,600       323,100  
                

Net cash provided by investing activities

     18,146,437       3,249,300  
                

Cash flow from financing activities:

    

Net increase in deposits

     11,661,896       3,476,338  

Proceeds from advances from Federal Home Loan Bank of New York

     —         16,000,000  

Repayment of advances from Federal Home Loan Bank of New York

     (12,000,000 )     (15,000,000 )

Net (decrease) in Federal Home Loan Bank of New York overnight borrowing

     —         (8,400,000 )

Net (decrease) in other borrowed money

     —         (19,556 )

Net (decrease) increase in payments by borrowers for taxes and insurance

     (419,016 )     192,149  

Cash dividends paid

     (2,288,749 )     (2,288,749 )

Purchase of treasury stock

     —         (132,000 )

Sale of treasury stock

     —         110,460  
                

Net cash (used in) financing activities

     (3,045,869 )     (6,061,358 )
                

Net increase in cash and cash equivalents

     18,292,701       1,307,644  

Cash and cash equivalents - beginning

     13,346,939       8,570,081  
                

Cash and cash equivalents - ending

   $ 31,639,640     $ 9,877,725  
                

Supplemental information:

    

Cash paid during the period for:

    

Interest on deposits and borrowings

   $ 8,983,726     $ 7,380,586  
                

Income taxes

   $ 1,309,040     $ 1,759,899  
                

See notes to consolidated financial statements.

 

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PAMRAPO BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Pamrapo Bancorp, Inc. (the “Company”) and its wholly owned subsidiaries, Pamrapo Savings Bank, SLA (the “Bank”), Pamrapo Service Corporation, Inc. and Pamrapo Investment Company, Inc. The Company’s business is conducted principally through the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

2. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Regulation S-X. Accordingly, they do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the three and six months ended June 30, 2007, are not necessarily indicative of the results which may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2006 Annual Report to Shareholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

3. NET INCOME PER COMMON SHARE

Basic net income per common share is based on the weighted average number of common shares actually outstanding. Diluted net income per share is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of contracts or securities exercisable or convertible into common stock, if dilutive, using the treasury stock method.

 

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4. RETIREMENT PLANS- COMPONENTS OF NET PERIODIC PENSION COST

 

     Pension Plan     Supplemental
Executive
Retirement
Plan
     Six Months
Ended June 30,
    Six Months
Ended June 30,
     2007     2006     2007     2006
     (In Thousands)     (In Thousands)

Service cost

   $ 128     $ 129     $ —       $ —  

Interest cost

     244       216       59       65

Expected return on plan assets

     (297 )     (275 )     —         —  

Amortization of unrecognized net loss/(gain)

     94       107       (1 )     —  

Unrecognized past service liability

     9       9       26       46
                              

Net periodic benefit expense

   $ 178     $ 186     $ 84     $ 111
                              

5. CRITICAL ACCOUNTING POLICIES

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets and liabilities or on income or expense to be critical accounting policies. Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Management reviews the level of the allowance on a quarterly basis, at a minimum, and establishes the provision for loan losses based on the composition of the loan portfolio, delinquency levels, loss experience, economic conditions, and other factors related to the collectibility of the loan portfolio. Since there has been no material shift in loan portfolio, the level of the allowance for loan losses has changed primarily due to changes in the size of the loan portfolio and the level of nonperforming loans. We have allocated the allowance among categories of loan types as well as classification status at each period-end date. Assumptions and allocation percentages based on loan types and classification status have been consistently applied. Management regularly evaluates various risk factors related to the loan portfolio, such as type of loan, underlying collateral and payment status, and the corresponding allowance allocation percentages.

Although we believe that we use the best information available to establish the allowance for loan losses, future additions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors. In addition, the regulatory authorities, as an integral part of their examinations process, periodically review our allowance for loan losses. Such agencies may require us to recognize adjustments to the allowance based on their judgment about information available to them at the time of their examinations.

6. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2007, the FASB ratified EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for nonvested equity-classified employee share-based payment awards as an increase to

 

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additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after September 15, 2007. The Company does not expect EITF 06-11 will have a material impact on its financial position, results of operations or cash flows.

In March 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-10 “Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements” (EITF 06-10). EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company is currently assessing the impact of EITF 06-10 on its consolidated financial position and results of operations.

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q may include certain forward-looking statements based on current management expectations. The actual results of the Company could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of loan and investment portfolios of the Bank, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices.

Changes in Financial Condition

The Company’s assets at June 30, 2007 totaled $636.4 million, which represents a decrease of $200,000 as compared with $636.6 million at December 31, 2006.

Total cash and cash equivalents at June 30, 2007 increased $18.3 million to $31.6 million when compared with $13.3 million at December 31, 2006. The increase during the six months ended June 30, 2007 resulted primarily from an increase in interest-bearing deposits in other banks, attributable to deposit growth and repayments on loans and mortgage-backed securities.

Securities available for sale at June 30, 2007 decreased $118,000 or 10.05% to $1.05 million when compared with $1.17 million at December 31, 2006. The decrease during the six months ended June 30, 2007 resulted primarily from repayments on securities available for sale of $117,000 and a decrease in net unrealized gain of $1,000.

Investment securities held to maturity at June 30, 2007 totaled $9.1 million as compared with $9.2 million at December 31, 2006. Mortgage-backed securities held to maturity at June 30, 2007 decreased $7.1 million or 5.04% to $134.0 million when compared with $141.1 million at December 31, 2006. During the six months ended June 30, 2007, purchases of mortgage-backed securities totaled $3.9 million and repayments totaled $10.9 million.

Net loans amounted to $443.7 million at June 30, 2007, as compared to $454.9 million at December 31, 2006, which represents a decrease of $11.2 million or 2.46%. The decrease during the six months ended June 30, 2007 resulted primarily from principal repayments exceeding loan originations.

 

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Deposits at June 30, 2007 totaled $481.6 million as compared with $469.9 million at December 31, 2006 representing an increase of $11.7 million or 2.48%.

Advances from the Federal Home Loan Bank of New York (“FHLB”) amounted to $89.0 million at June 30, 2007 as compared with $101.0 million at December 31, 2006.

Stockholders’ equity totaled $58.7 million and $58.6 million at June 30, 2007, and December 31, 2006, respectively. The increase of $100,000 for the six months ended June 30, 2007 resulted primarily from the net income of $2.4 million, partially offset by cash dividends paid of $2.3 million.

Comparison of Operating Results for the Three Months Ended June 30, 2007 and 2006

Net income for the three months ended June 30, 2007 totaled $1.2 million as compared with $1.5 million for the three months ended June 30, 2006. The decrease in net income during the 2007 period resulted from a decrease in total interest income and increases in total interest expense and the provision for loan losses which were partially offset by an increase in non-interest income and decreases in non-interest expenses and income taxes.

Interest income on loans decreased by $87,000 or1.20% to $7.1 million during the six months ended June 30, 2007, when compared with $7.2 million for the same 2006 period. The decrease during the 2007 period resulted from a decrease of $2.3 million or 0.50% in the average balance of loans outstanding, along with a decrease of four basis points in the yield earned on loans. Interest on mortgage-backed securities decreased $324,000 or 17.57% to $1.5 million during the three months ended June 30, 2007, when compared with $1.8 million for the same 2006 period. The decrease during the 2007 period resulted from a decrease of $23.0 million or 14.60% in the average balance of mortgage-backed securities outstanding, along with a 16 basis point decrease in the yield earned on the mortgage-backed securities. Interest earned on investments decreased by $40,000 or 18.87% to $169,000 during the three months ended June 30, 2007, when compared to $209,000 during the same 2006 period primarily due to a decrease of $2.7 million or 22.15% in the average balance of such assets outstanding, partially offset by a twenty-six basis point increase in the yield on the portfolio. Interest income earned on other interest-earning assets increased by $314,000 or 202.87% to $469,000 during the three months ended June 30, 2007, when compared to $155,000 during the same 2006 period primarily due to an increase of seventy-three basis points in the yield on the portfolio, along with an increase of $22.7 million or 158.18% in the average balance of such assets outstanding.

Interest expense on deposits increased $665,000 or 24.17% to $3.4 million during the three months ended June 30, 2007, when compared to $2.8 million during the same 2006 period. Such increase was primarily attributable to an increase of sixty basis points in the cost of interest-bearing deposits, along with an increase of $788,000 or 0.18% in the average balance of interest-bearing deposits. Interest expense on advances and other borrowed money decreased by $22,000 or 1.92% to $1.1 million during the three months ended June 30, 2007, when compared with $1.2 million during the same 2006 period, primarily due to a decrease of $8.8 million or 8.48% in the average balance of advances and other borrowed money outstanding which more than offset a thirty-one basis point increase in the cost of advances and other borrowed money.

Net interest income decreased $779,000 or 14.13% during the three months ended June 30, 2007 when compared with the same 2006 period. Such decrease was due to an increase in total interest expense of $643,000, along with a decrease in total interest income of $136,000. The Bank’s net interest rate spread was 2.52% in 2007 and 3.08% in 2006. There was an increase in the cost of interest-bearing liabilities of fifty-three basis points along with a decrease of four basis points in the yield on interest-earning assets.

 

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During the three months ended June 30, 2007, the Bank provided a provision for loan losses of $175,000. No provision was required for the three months ended June 30, 2006. The allowance for loan losses is based on management’s evaluation of the risk inherent in its loan portfolio and gives due consideration to the changes in general market conditions and in the nature and volume of the Bank’s loan activity. The Bank intends to continue to provide for loan losses based on its periodic review of the loan portfolio and general market conditions. At June 30, 2007 and 2006, the Bank’s non-performing loans, which were delinquent ninety days or more, totaled $4.8 million or 0.75% of total assets and $1.0 million or 0.16% of total assets, respectively. At June 30, 2007, $1.0 million of non-performing loans were accruing interest and $3.8 million were on nonaccrual status. Included in the non-performing loans were $1.9 million in one-to-four family mortgage loans and $2.2 million in commercial loans. The largest commercial loan ($1.9 million) to a local hospital matured on June 1, 2007 and was not paid. The hospital is presently in bankruptcy, and the repayment of the loan is subject to the bankruptcy proceedings. During the three months ended June 30, 2007 and 2006, the Bank had no loan charge-offs. The allowance for loan losses amounted to $3.0 million at June 30, 2007, representing 0.68% of total loans and 62.78% of loans delinquent ninety days or more, and $2.7 million at June 30, 2006, representing 0.60% of total loans and 258.55% of loans delinquent ninety days or more.

Non-interest income increased $59,000 or 10.14% to $643,000 during the three months ended June 30, 2007, from $584,000 during the same 2006 period, which resulted from an increase in miscellaneous income of $43,000 and an increase in fees and service charges of $16,000.

Non-interest expenses decreased $296,000 or 8.03% to $3.4 million during the three months ended June 30, 2007, when compared with $3.7 million during the same 2006 period. Salary and employee benefits, net occupancy, and miscellaneous expenses decreased $268,000, $12,000, and $65,000, respectively, which was sufficient to offset an increase in equipment expense and professional fees of $34,000 and $15,000, respectively, during the 2007 period when compared with the same 2006 period.

Income taxes totaled $663,000 and $896,000 during the three months ended June 30, 2007 and 2006, respectively. The effective income tax rate was 36.5% and 37.1% for the three months ended June 30, 2007 and 2006, respectively.

Comparison of Operating Results for the Six Months Ended June 30, 2007 and 2006

Net income decreased $952,000 or 28.58% to $2.4 million for the six months ended June 30, 2007 compared with $3.3 million for the same 2006 period. The decrease in net income during the 2007 period resulted from a decrease in total interest income and increases in total interest expense and the provision for loan losses partially offset by an increase in total non-interest income and decreases in non-interest expenses and income taxes.

Interest income on loans increased by $314,000 or 2.22% to $14.5 million during the six months ended June 30, 2007, when compared with $14.2 million for the same 2006 period. The increase during the 2007 period resulted from an increase of $6.7 million or 1.52% in the average balance of loans outstanding, along with an increase of four basis points in the yield earned on loans. Interest on mortgage-backed securities decreased $687,000 or 18.12% to $3.1 million during the six months ended June 30, 2007, when compared with $3.8 million for the same 2006 period. The decrease during the 2007 period resulted from a decrease of $24.2 million or 15.03% in the average balance of mortgage-backed securities outstanding, along with a seventeen basis point decrease in the yield earned on the mortgage-backed securities. Interest earned on investments decreased by $79,000 or 18.96% to $339,000 during the six months ended June 30, 2007, when compared to $418,000 during the same 2006 period primarily due to a decrease of $2.9 million or 23.28% in the average balance of such assets outstanding, partially offset by an increase of thirty-eight basis points in the yield on the portfolio. Interest income earned on other

 

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interest-earning assets increased by $417,000 or 145.52% to $704,000 during the six months ended June 30, 2007 when compared to $287,000 during the same 2006 period primarily due to an increase of ninety-eight basis points in the yield on the portfolio, along with an increase of $13.7 million or 98.13% in the average balance of such assets outstanding.

Interest expense on deposits increased $1.5 million or 28.83% to $6.7 million during the six months ended June 30, 2007, when compared to $5.2 million during the same 2006 period. Such increase was primarily attributable to an increase of seventy basis points in the cost of interest-bearing deposits, which was sufficient to offset a decrease of $2.8 million or 0.64% in the average balance of interest-bearing deposits. Interest expense on advances and other borrowed money increased by $30,000 or 1.34% to $2.3 million during the six months ended June 30, 2007, when compared with $2.2 million during the same 2006 period, primarily due to a forty-one basis point increase in the cost of advances and other borrowed money, which more than offset a decrease of $8.0 million or 7.58% in the average balance of advances and other borrowed money outstanding.

Net interest income decreased $1.6 million or 13.92% during the six months ended June 30, 2007 when compared with the same 2006 period. Such decrease was due to an increase in total interest expense of $1.5 million, and a decrease in total interest income of $35,000. The Bank’s net interest rate spread was 2.59% in 2007 when compared with 3.17% during the same 2006 period. An increase of five basis points in the yield on interest-earning assets was more than offset by a sixty-three basis points increase in the cost of interest-bearing liabilities.

During the six months ended June 30, 2007, the Bank provided a provision for loan losses of $370,000. No provision was required for the six months ended June 30, 2006. The allowance for loan losses is based on management’s evaluation of the risk inherent in its loan portfolio and gives due consideration to the changes in general market conditions and in the nature and volume of the Bank’s loan activity. The Bank intends to continue to provide for loan losses based on its periodic review of the loan portfolio and general market conditions. During the six months ended June 30, 2007 and 2006, the Bank charged off loans aggregating $20,000 and $87,000, respectively.

Non-interest income increased $163,000 or 14.22% to $1.3 million during the six months ended June 30, 2007, from $1.1 million during the same 2006 period, which resulted from increases in fees and service charges and miscellaneous income of $2,000 and $161,000, respectively. The increase in miscellaneous income during the six months ended June 30, 2007 resulted primarily from an increase in commission income on annuity sales.

Non-interest expenses decreased by $209,000 or 2.96% to $6.8 million during the six months ended June 30, 2007, when compared with $7.0 million during the same 2006 period. Salaries and employee benefits, net occupancy, advertising, and miscellaneous expenses decreased $144,000, $15,000, $7,000 and $57,000, respectively, which was sufficient to offset increases in equipment expenses and professional fees of $11,000 and $3,000, respectively, during the 2007 period when compared with the same 2006 period.

Income taxes totaled $1.4 million and $2.0 million during the six months ended June 30, 2007 and 2006, respectively. The decrease during the 2007 period resulted from a decrease in pre-tax income of $1.6 million. The effective income tax rate was 36.8% and 37.5% for the six months ended June 30, 2007 and 2006, respectively.

 

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Liquidity and Capital Resources

The Bank is required by Office of Thrift Supervision (the “OTS”) regulations to maintain sufficient liquidity to ensure the Bank’s safe and sound operation. The Bank’s liquidity averaged 6.23% during the month of June 2007. The Bank adjusts its liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes from escrow accounts on mortgage loans, repayment of borrowings, when applicable, and loan funding commitments. The Bank also adjusts its liquidity levels as appropriate to meet its asset/liability objectives.

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

The Bank’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities.

Cash was generated by operating activities during the six months ended June 30, 2007 and 2006. The primary source of cash from operations was net income. Cash dividends of $2.3 million were paid during each of the six months ended June 30, 2007 and 2006.

The primary sources of investing activity are lending and the purchase of mortgage-backed securities. Loans receivable amounted to $443.7 million and $454.9 million at June 30, 2007 and December 31, 2006, respectively. Securities available for sale totaled $1.1 million and $1.2 million at June 30, 2007 and December 31, 2006, respectively. Mortgage-backed securities held to maturity totaled $134.0 million and $141.1 million at June 30, 2007 and December 31, 2006, respectively. In addition to funding new loan production and mortgage-backed securities purchases through operating and financing activities, such activities were funded by principal repayments on existing loans and mortgage-backed securities.

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 and interest-bearing deposits. If the Bank requires funds beyond its ability to generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds. At June 30, 2007, advances from the FHLB amounted to $89.0 million.

The Bank anticipates that it will have sufficient funds available to meet its current loan commitments. At June 30, 2007, the Bank had outstanding commitments to originate loans of $9.4 million. Certificates of deposit scheduled to mature in one year or less at June 30, 2007, totaled $215.4 million. Management believes that, based upon its experience and the Bank’s deposit flow history, a significant portion of such deposits will remain with the Bank.

Under OTS regulations, three separate measurements of capital adequacy (the “Capital Rule”) are required. The Capital Rule requires each savings institution to maintain tangible capital equal to at least 1.5% and core capital equal to at least 4.0% of its adjusted total assets. The Capital Rule further requires each savings institution to maintain total capital equal to at least 8.0% of its risk-weighted assets.

 

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The following table sets forth the Bank’s capital position at June 30, 2007, as compared to the minimum regulatory capital requirements (dollars in thousands):

 

     Actual     Minimum
Capital
Requirements
    To Be Well
Capitalized
Under Prompt
Corrective
Actions
Provisions
 
     Amount   Ratio     Amount   Ratio     Amount   Ratio  

Total Capital

   $ 59,989   16.55 %   $ 28,991   8.00 %   $ 36,238   10.00 %

(to risk-weighted assets)

            

Tier 1 Capital

     57,119   15.76 %     —     —         21,743   6.00 %

(to risk-weighted assets)

            

Core (Tier 1) Capital

     57,119   8.96 %     25,500   4.00 %     31,875   5.00 %

(to adjusted total assets)

            

Tangible Capital

     57,119   8.96 %     9,563   1.50 %     —     —    

(to adjusted total assets)

            

 

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Contractual Obligations and Off-Balance Sheet Arrangements

The following table sets forth the Bank’s contractual obligations and commercial commitments at June 30, 2007:

 

          Payment Due By Period

Contractual Obligations

   Total    One Year
or Less
   More Than One
Year Through
Three Years
   More Than
Three Years
Through
Five Years
  

More Than

Five Years

     (In Thousands)

FHLB-NY advances

   $ 89,000    $ 10,000    $ 38,000    $ 23,000    $ 18,000

Certificates of deposit

     239,000      215,385      21,482      1,860      273

Lease obligations

     2,215      362      541      509      803
                                  

Total

   $ 330,215    $ 225,747    $ 60,023    $ 25,369    $ 19,076
                                  

In the normal course of business, the Bank enters into off-balance sheet arrangements consisting of commitments to fund mortgage loans and lines of credit secured by real estate. The following table presents these off-balance sheet arrangements at June 30, 2007.

 

          Commitment Expiration By Period

Off-Balance Sheet Arrangements

   Total   

One
Year

or Less

   More
Than
One
Year
Through
Three
Years
   More
Than
Three
Years
Through
Five
Years
  

More
Than

Five
Years

     (In Thousands)

To originate loans

   $ 9,353    $ 9,353    $ —      $ —      $ —  

Unused lines of credit

     11,642      11,642      —        —        —  

Letters of credit

     1,088      1,001      87      —        —  
                                  

Total

   $ 22,083    $ 21,996    $ 87    $ —      $ —  
                                  

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Management of Interest Rate Risk. The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained during fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities that either reprice or mature within a given period of time. The difference, or the interest rate repricing “gap,” provides an indication of the extent to which an institution’s interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities, and is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest-rate sensitive assets. Generally, during a period of rising interest rates, a negative gap within shorter maturities would adversely affect net interest income, while a positive gap within shorter maturities would result in an increase in net interest income, and during a period of falling interest rates, a negative gap within shorter maturities would result in an increase in net interest income while a positive gap within shorter maturities would result in a increase/decrease in net interest income.

 

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Because the Bank’s interest-bearing liabilities that mature or reprice within short periods exceed its interest-earning assets with similar characteristics, material and prolonged increases in interest rates generally would adversely affect net interest income, while material and prolonged decreases in interest rates generally would have a positive effect on net interest income.

The Bank’s current investment strategy is to maintain an overall securities portfolio that provides a source of liquidity and that contributes to the Bank’s overall profitability and asset mix within given quality and maturity considerations established and maintained by the Bank’s Investment and Interest Rate Risk Committees. Securities classified as available for sale provide management with the flexibility to make adjustments to the portfolio given changes in the economic or interest rate environment, to fulfill unanticipated liquidity needs, or to take advantage of alternative investment opportunities.

Net Portfolio Value. The Bank’s interest rate sensitivity is monitored by management through the use of the OTS model that estimates the change in the Bank’s net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The OTS produces its analysis based upon data submitted on the Bank’s quarterly Thrift Financial Reports. The following table sets forth the Bank’s NPV as of March 31, 2007, the most recent date the Bank’s NPV was calculated by the OTS.

 

Change in

Interest Rates In Basis
Points (Rate Shock)

 

Net Portfolio Value

 

NPV as Percent of PortfolioValue of Assets

 

Amount

 

Dollar Change

 

Percent Change

 

NPV Ratio

 

Change In Basis Points

    (Dollars in Thousands)

+300

  $36,382   $(49,754)   (58)%   5.93%   (687)

+200

  53,030   (33,106)   (38)%   8.38%   (442)

+100

  70,014   (16,122)   (19)%   10.72%   (208)

0    

  86,136   —     —     12.80%   —  

- 100

  99,133   12,997   15%   14.37%   157

- 200

  108,066   21,930   25%   15.37%   257

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV require the making of certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV model presented assumes that the composition of the Bank’s interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV measurements and net interest income models provide an indication of the Bank’s interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on the Bank’s net interest income and will differ from actual results.

 

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Table of Contents

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), each of the Chief Executive Officer and the Chief Financial Officer of the Company has concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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Table of Contents

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

Neither the Company nor the Bank is involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.

ITEM 1A. Risk Factors

There have not been any material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table contains information about the Company’s purchases of its equity securities during the second quarter of 2007.

Issuer Purchases of Equity Securities

 

Period

   Total Number
of Shares
Purchased
   Average Price
Paid per
Share
   Total Number
of Shares
Purchased as
Part
of Publicly
Announced
Plans or
Programs
  

Maximum
Number of Shares
that

May Yet Be
Purchased Under
the Plans or
Programs (1)(2)

April 1, 2007 to April 30, 2007

   —      —      —      —  

May 1, 2007 to May 31, 2007

   —      —      —      —  

June 1, 2007 to June 30, 2007

   —      —      —      —  

Total

   —      —      —      41,465

(1) As of June 30, 2007.
(2) The Company’s share repurchase program that authorized the Company to purchase up to 256,000 shares of common stock was announced on August 22, 2000.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

 

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ITEM 4. Submission of Matters to a Vote of Security Holders

The Annual Stockholders’ Meeting was held on April 25, 2007. The following matters were submitted to the stockholders:

 

  1. Election of two directors.

The following directors were elected at the meeting, each to serve until the Annual Meeting for the year indicated next to his name or until his successor is elected and qualified.

 

     Number of Votes
     For    Withheld     

Kenneth R. Poesl – 2010

   4,462,163    315,260   

Robert G. Doria– 2010

   4,457,452    319,971   
     Number of Votes
     For    Against    Abstain

2. The ratification of Beard Miller Company LLP as independent auditors of the Company for the fiscal year ending December 31, 2007.

   4,282,118    459,695    35,610

ITEM 5. Other Information

None

ITEM 6. Exhibits

The following Exhibits are filed as part of this report.

 

3.1.1   Certificate of Incorporation of Pamrapo Bancorp, Inc.1
3.1.2   Certificate of Amendment to Certificate of Incorporation of Pamrapo Bancorp, Inc.2
3.2   Bylaws of Pamrapo Bancorp, Inc.1
4   Stock Certificate of Pamrapo Bancorp, Inc.3
10.1   Employment Agreement between Pamrapo Savings Bank, S.L.A. and William J. Campbell.3*
10.2   Employment Agreement between Pamrapo Bancorp, Inc. and William J. Campbell.3*
10.3   Special Termination Agreement (Russo). 3*
10.4   Change in Control Agreement by and between Pamrapo Bancorp, Inc. and Kenneth D. Walter. 4*
10.5   Outside Director Consultation and Retirement Plan. 5
10.6   Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan.6
11   Computation of earnings per share (filed herewith).
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2   Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

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1

Incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed on March 30, 2001.

2

Incorporated herein by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, filed on November 12, 2003.

3

Incorporated herein by reference to the Registration Statement on Form S-1 (Registration No. 33-30370), as amended, filed on August 8, 1989.

4

Incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed on March 27, 2002.

5

Incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed on March 16, 2006.

6

Incorporated herein by reference to the 2003 Annual Meeting Proxy Statement, filed on March 31, 2003.

* Management contract or compensatory plan or arrangement.

 

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  PAMRAPO BANCORP, INC.
Date: August 8, 2007   By  

/s/ WILLIAM J. CAMPBELL

    William J. Campbell
    President and Chief Executive Officer
Date: August 8, 2007   By:  

/s/ KENNETH D. WALTER

    Kenneth D. Walter
    Vice President and Chief Financial Officer

 

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