SOMERSET HILLS BANCORP - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - SOMERSET HILLS BANCORP	Financial_Report.xls
EX-32 - SOMERSET HILLS BANCORP	c67500_ex32.htm
EX-31.1 - SOMERSET HILLS BANCORP	c67500_ex31-1.htm
EX-31.2 - SOMERSET HILLS BANCORP	c67500_ex31-2.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 September 30, 2011

or

o	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 0-50055

SOMERSET HILLS BANCORP

(Exact name of Registrant as Specified in Its Charter)

NEW JERSEY
(State or other jurisdiction of incorporation or organization)

22-3768777
(I.R.S. Employer Identification Number)

155 MORRISTOWN ROAD
BERNARDSVILLE, NEW JERSEY 07924
(Address of Principal Executive Offices)

(908) 221-0100
(Issuer’s Telephone Number, including area code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and 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. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation SD-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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


Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x

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

As of November 7, 2011 there were 5,360,586 shares of common stock, no par value, outstanding.

SOMERSET HILLS BANCORP
FORM 10-Q

INDEX


		Page(s)
Part I - Financial Information

Item I.	Financial Statements
	Consolidated Balance Sheets As of September 30, 2011 and December 31, 2010 (Unaudited)	3

	Consolidated Statements of Income for the three and nine months ended September 30, 2011 and 2010 (Unaudited)	4

	Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2011 (Unaudited)	5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	7-20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21-27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

Part II - Other Information

Item 1.	Legal Proceedings	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Submission of Matters to a Vote of Security Holders	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

Signatures		29

Certifications		30-31

Exhibit 32		32

- 2 -

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

SOMERSET HILLS BANCORP
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)


	September 30, 2011			December 31, 2010


ASSETS
Cash and due from banks	$	6,411		$	5,480
Interest bearing deposits at other banks		38,727			52,086

Total cash and cash equivalents		45,138			57,566

Loans held for sale		3,783			2,230

Investment securities held to maturity (Approximate market value of $10,906 in 2011 and $10,548 in 2010)		10,738			10,740
Investment securities available-for-sale		36,391			35,993

Loans receivable		232,837			207,146
Less: allowance for loan losses		(2,967	)		(2,875	)

Net loans receivable		229,870			204,271

Premises and equipment, net		5,101			5,285
Bank owned life insurance		7,931			8,053
Accrued interest receivable		1,159			1,111
Prepaid expenses		983			1,251
Other assets		3,869			2,396


Total assets	$	344,963		$	328,896


LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Deposits:
Non-interest bearing deposits-demand	$	74,886		$	68,521
Interest bearing deposits-NOW, money market and savings		178,815			166,304
Certificates of deposit, under $100,000		21,397			21,101
Certificates of deposit, $100,000 and over		20,429			20,615

Total deposits		295,527			276,541


Federal Home Loan Bank advances		7,500			11,000
Other liabilities		1,768			1,964

Total liabilities		304,795			289,505


Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock – 1,000,000 shares authorized, none issued		—			—
Common Stock-authorized 9,000,000 shares of no par value; issued and outstanding, 5,361,186 shares in 2011 and 5,421,924 in 2010		37,088			37,600
Retained earnings		2,161			1,145
Accumulated other comprehensive income		919			646

Total stockholders’ equity		40,168			39,391


Total liabilities and stockholders’ equity	$	344,963		$	328,896

See accompanying notes to unaudited consolidated financial statements.

- 3 -

SOMERSET HILLS BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)


	Three Months Ended September 30				Nine Months Ended September 30
	2011		2010		2011		2010


INTEREST INCOME
Loans, including fees	$	3,048	$	2,941	$	8,864	$	8,641
Investment securities		402		439		1,228		1,376
Interest bearing deposits with other banks		34		30		94		82

Total interest income		3,484		3,410		10,186		10,099

INTEREST EXPENSE
Deposits		353		433		1,083		1,438
Federal Home Loan Bank advances		92		93		276		277

Total interest expense		445		526		1,359		1,715

Net interest income		3,039		2,884		8,827		8,384

Provision for loan losses		95		25		200		100


Net interest income after provision for loan losses		2,944		2,859		8,627		8,284


NON-INTEREST INCOME
Service fees on deposit accounts		69		72		213		220
Gains on sales of mortgage loans, net		238		340		524		789
Bank owned life insurance		339		75		482		224
Gain on sales of investment securities, net		—		—		9		—
Other income		88		92		271		253

Total non-interest income		734		579		1,499		1,486


NON-INTEREST EXPENSE
Salaries and employee benefits		1,380		1,369		3,986		4,049
Occupancy expense		367		408		1,141		1,270
Advertising and business promotion		31		43		100		151
Stationery and supplies		23		30		104		105
Data processing		131		132		403		395
Loss on debt extinguishment		426		—		426		—
Other operating expense		386		417		1,216		1,304

Total non-interest expense		2,744		2,399		7,376		7,274


Income before provision for income taxes		934		1,039		2,750		2,496

Provision for income taxes		197		350		759		796


Net income	$	737	$	689	$	1,991	$	1,700


Earnings per share:
Basic	$	0.14	$	0.13	$	0.37	$	0.31

Diluted	$	0.13	$	0.13	$	0.36	$	0.31

See accompanying notes to unaudited consolidated financial statements.

- 4 -

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)


	Common Stock Number of Shares			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income		Comprehensive Income		Total Stockholders’ Equity

Balance, January 1, 2011		5,421,924		$	37,600		$	1,145		$	646			$	39,391

Exercise of common stock options, net of tax benefit		34,371			210			—			—				210
Stock based compensation		(979	)		32			—			—				32
Net income for the period					—			1,991			—	$	1,991		1,991
Cash dividends paid – common ($0.18 per share)					—			(975	)		—				(975	)
Common stock repurchased		(94,130	)		(754	)		—			—		—		(754	)
Other comprehensive income, net of taxes					—			—			273		273		273

Total comprehensive income												$	2,264


Balance, September 30, 2011		5,361,186		$	37,088		$	2,161		$	919			$	40,168

See accompanying notes to unaudited consolidated financial statements.

- 5 -

SOMERSET HILLS BANCORP
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended September 30
	2011			2010

OPERATING ACTIVITIES:
Net income	$	1,991		$	1,700
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		455			423
Provision for loan losses		200			100
Gain on sale of investment securities, net		(9	)		—
Mortgage loans originated for sale		(48,511	)		(88,945	)
Proceeds from mortgage loan sales		47,482			90,263
Gain on sale of mortgage loans		(524	)		(789	)
(Increase) decrease in accrued interest receivable		(48	)		48
Net decrease (increase) in bank owned life insurance		122			(224	)
Stock based compensation		32			25
Increase in other assets		(1,205	)		(214	)
(Decrease) increase in other liabilities		(340	)		252


Net cash (used in) provided by operating activities		(355	)		2,639


INVESTING ACTIVITIES:
Purchases of investment securities available for sale		(12,368	)		(11,660	)
Maturity and payments of investment securities available for sale		10,328			12,333
Maturity and payments of investment securities held to maturity		2			729
Proceeds from sale of investment securities available for sale		1,934			—
Net increase in loans receivable		(25,799	)		(2,718	)
Purchases of premises and equipment		(137	)		(135	)


Net cash used in investing activities		(26,040	)		(1,451	)


FINANCING ACTIVITIES:
Net increase in demand deposit and savings accounts		18,876			278
Net increase (decrease) in certificates of deposit		110			(7,842	)
Repayment of Federal Home Loan Bank advances		(3,500	)		—
Cash dividends paid		(975	)		(793	)
Common stock repurchased		(754	)		(315	)
Proceeds from exercise of stock options		210			117

Net cash provided by (used in) financing activities		13,967			(8,555	)
Net decrease in cash and cash equivalents		(12,428	)		(7,367	)
Cash and cash equivalents at beginning of period		57,566			56,292

Cash and cash equivalents at end of period	$	45,138		$	48,925


Supplemental information:
Cash paid during the year for:
Interest	$	1,389		$	1,797
Income taxes		1,227			893

See accompanying notes to unaudited consolidated financial statements.

- 6 -

SOMERSET HILLS BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Summary of Significant Accounting Policies

a) Basis of Presentation

Somerset Hills Bancorp (“the Company”) is a bank holding company, formed in January 2001 to own all the common stock of Somerset Hills Bank (“the Bank”), a New Jersey chartered commercial bank that opened for business in Bernardsville, Somerset County, New Jersey in December 1998. The only activity of Somerset Hills Bancorp is ownership of Somerset Hills Bank and its subsidiaries. At September 30, 2011, the Bank operated six banking offices: its main office, located in Somerset County, New Jersey, four branch offices in Morris County, New Jersey and one branch office in Union County, New Jersey. The Bank operates a licensed mortgage company subsidiary, Sullivan Financial Services, Inc. The Bank also operates a wealth management subsidiary, Somerset Hills Wealth Management, LLC. The Bank is also a 50% owner of Somerset Hills Title Group, LLC., a full service title agency based in Parsippany, New Jersey. During the first quarter of 2006 the Bank established a subsidiary to hold and manage a portion of the Bank’s investment portfolio, Somerset Hills Investment Holdings Inc. During the second quarter of 2008 the Bank established a subsidiary to hold and manage foreclosed real estate properties the Bank may take title to, SOMH Holdings, LLC. The Company is subject to the supervision and regulation of the Board of Governors of the Federal Reserve System (the “FRB”). The Bank’s deposits are insured by the Deposit Insurance Fund (“DIF”) of the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits. The operations of the Company and the Bank are subject to the supervision and regulation of the FRB, FDIC and the New Jersey Department of Banking and Insurance (the “Department”). The operations of Somerset Hills Wealth Management, LLC are subject to the supervision and regulation of the Department. The operations of Sullivan Financial Services are subject to the supervision and regulation by the U. S. Department of Housing and Urban Development (HUD), the Veterans Administration, the Department and the Banking Departments in New York, Pennsylvania and Florida.

The accompanying unaudited consolidated financial statements included herein have been prepared by the Company in accordance with U.S. generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments which, in the opinion of management, are considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. All adjustments made were of a normal and recurring nature. Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

The current dividend payments are being made out of income earned during the period. On October 19, 2011, the Board of Directors of the Company declared a quarterly cash dividend of $0.07 per share payable November 30, 2011 to shareholders of record as of November 16, 2011. The Board will review the amount and frequency of the Company’s cash dividends on an ongoing basis, based upon the Company’s results of operations, capital needs and other appropriate factors.

b) Net Income Per Common Share

Basic net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the dilutive effect of potential common shares.

The following tables set forth the computations of basic and diluted earnings per share (dollars and share data in thousands, except per share amounts):


	Nine Months Ended September 30, 2011						Nine Months Ended September 30, 2010

	Income (Numerator)		Shares (Denominator)		Per Share Amount		Income (Numerator)		Shares (Denominator)		Per Share Amount

Basic earnings per share:
Net income applicable to common stockholders	$	1,991		5,428	$	0.37	$	1,700		5,453	$	0.31

Effect of dilutive securities:
Options		—		51				—		49

Diluted EPS:
Net income applicable to common stock holders and assumed conversions	$	1,991		5,479	$	0.36	$	1,700		5,502	$	0.31

- 7 -


	Three Months Ended September 30, 2011						Three Months Ended September 30, 2010

	Income (Numerator)		Shares (Denominator)		Per Share Amount		Income (Numerator)		Shares (Denominator)		Per Share Amount

Basic earnings per share:
Net income applicable to common stockholders	$	737		5,402	$	0.14	$	689		5,445	$	0.13

Effect of dilutive securities:
Options		—		40				—		51

Diluted EPS:
Net income applicable to common stock holders and assumed conversions	$	737		5,442	$	0.13	$	689		5,496	$	0.13

The tables above exclude options with exercise prices that exceed the average market price of the Company’s common stock during the periods presented because such options would have an anti-dilutive effect on the diluted earnings per common share calculation. The number of anti-dilutive common stock options totaled 28,396 and 16,974 for the three months ended September 30, 2011 and 2010, respectively. The number of anti-dilutive common stock options totaled 17,572 and 18,961 for the nine months ended September 30, 2011 and 2010, respectively.

c) Comprehensive Income

The components of other comprehensive income for the three and nine months ended September 30, 2011 and 2010 are as follows (in thousands):


	Three Months Ended September 30						Nine Months Ended September 30

	2011			2010			2011			2010

Net income	$	737		$	689		$	1,991		$	1,700
Change in unrealized holding gains (losses) on available for sale securities arising during the period		227			(85	)		422			239
Reclassification adjustment for losses (gains) in realized income		—			—			(9	)		—

Net change in unrealized gains (losses)		227			(85	)		413			239

Tax effect		(77	)		29			(140	)		(81	)

Net unrealized (losses) gains		150			(56	)		273			158

Comprehensive income	$	887		$	633		$	2,264		$	1,858

d) Stock-Based Compensation

Stock Options:

For accounting purposes, the Company recognizes expense for common stock options awarded over the vesting period at the fair market value of the options on the date they are awarded.

The following table summarizes stock option activity.


	Number of Shares			Weighted average exercise price		Weighted average life		Aggregate intrinsic value (in thousands)


Outstanding at December 31, 2010		302,591		$	7.15

Granted		45,750			9.83
Exercised		(34,371	)		6.07
Forfeited		(8,354	)		9.06


Outstanding at September 30, 2011		305,616		$	7.62		4.5 Years	$	194


Exercisable as of September 30, 2011		231,088		$	7.23		3.0 Years	$	188

The total stock-based compensation expense for the first nine months of 2011 and 2010 was approximately $32 thousand and $25 thousand, respectively. The total intrinsic value of common stock options exercised for the first nine months of 2011 and 2010 was approximately $99 thousand and $44 thousand, respectively.

The per share weighted-average fair values of stock options granted during 2011 and 2010 was $1.96 and $1.57, respectively, on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions for 2011 and 2010: expected dividend yield of 2.44% and 2.53%, stock price volatility of 21.69% and 20.60%, risk-free interest rate of 2.84% and 3.12% and expected lives of 7 years.

During the first quarter of 2011, the expiration date of 25,000 options with a strike price of $6.05, held by the Company’s Chief Executive Officer, was extended by three years to March 19, 2014. No additional expense was recorded, since there was no increase in the fair value of the options resulting from the modification using the Black-Scholes option pricing model.

- 8 -

Stock Awards:

At the 2007 Annual Meeting the stockholders approved the adoption of the 2007 Equity Incentive Plan. The Company established the 2007 Equity Incentive Plan for directors, officers and employees of the Company. Up to 125,000 shares of common stock have been approved for grants of options and restricted stock under the Plan.

For accounting purposes, the Company recognizes compensation expense for grants of restricted stock awarded under the Equity Incentive Plan over the vesting period at the fair market value of the shares on the date they are awarded. For share awards granted to date, the vesting period is four years with 25 percent of the award for each year vesting annually on May 23 of each year. As of September 30, 2011, 3,067 shares were vested. For the nine month period ended September 30, 2011, the Company recognized $2 thousand of compensation expense related to the shares awarded. As of September 30, 2011 all share awards were vested and no additional costs are expected to be recognized

e) Recent Accounting Pronouncements

Adoption of New Accounting Guidance

In July 2010, the FASB issued ASU No. 2010-20 Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This ASU requires significantly more information about credit quality in a financial institution’s portfolio and the allowance for credit losses. The disclosure requirements are effective for interim and annual reporting periods ending on or after December 15, 2010. The impact of adoption was not material.

In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update(“ASU”) No. 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” The provisions of ASU No. 2011-02 amend and clarify GAAP related to the accounting for debt restructurings. Specifically, ASU No. 2011-02 requires that, when evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both (i) the restructuring constitutes a concession and (ii) the debtor is experiencing financial difficulties. In evaluating whether a concession has been granted, a creditor must evaluate whether (i) a debtor has access to funds at a market rate for debt with similar risk characteristics as the restructured debt in order to determine if the restructuring would be considered to be at a below-market rate, indicating that the creditor has granted a concession, (ii) a temporary or permanent increase in the contractual interest rate as a result of a restructuring may be considered a concession because the new contractual interest rate on the restructured debt is still below the market interest rate for new debt with similar risk characteristics, and (iii) a restructuring that results in a delay in payment is either significant and is a concession or is insignificant and is not a concession. In evaluating whether a debtor is experiencing financial difficulties, a creditor may conclude that a debtor is experiencing financial difficulties, even though the debtor is not currently in payment default. A creditor should evaluate whether it is probable that the debtor would be in payment default on any of its debt in the foreseeable future without a modification of the debt. The provisions of ASU No. 2011-02 are effective for the first interim or annual period beginning on or after June 15, 2011 and should be applied retroactively to the beginning of the annual period of adoption. The impact of adoption was not material.

2. Segment Information

The Company’s mortgage operations are managed separately from the traditional banking and related financial services that the Company also offers. Sullivan Financial Services, Inc. originates, for resale in the secondary market, conventional and non-conventional 1-4 family residential mortgages, Veteran Administration guaranteed mortgages, Department of Housing and Urban Development guaranteed mortgages and non-conventional programs, such as jumbo mortgages and a wide variety of adjustable products.

The following table sets forth certain information about and the reconciliation of reported net income for each of the reportable segments for the three months ended September 30, 2011 (in thousands):


	The Bank and The Bancorp		Sullivan Financial Services, Inc.		Eliminating Entries			Consolidated


Interest income	$	3,466	$	29	$	(11	)	$	3,484
Interest expense		445		11		(11	)		445
Provision for loan losses		95		—		—			95
Non-interest income		526		238		(30	)		734
Non-interest expense including tax provision		2,742		229		(30	)		2,941
Net income		710		27		—			737

Total assets	$	344,115	$	7,226	$	(6,378	)	$	344,963


	The Bank and The Bancorp		Sullivan Financial Services, Inc.		Eliminating Entries			Consolidated


Interest income	$	3,374	$	55	$	(19	)	$	3,410
Interest expense		526		19		(19	)		526
Provision for loan losses		25		—		—			25
Non-interest income		269		340		(30	)		579
Non-interest expense including tax provision		2,497		282		(30	)		2,749
Net income		595		94		—			689

Total assets	$	322,828	$	6,609	$	(5,666	)	$	323,771

- 9 -

The following table sets forth certain information about and the reconciliation of reported net income for each of the reportable segments for the nine months ended September 30, 2011 (in thousands):


	The Bank and The Bancorp		Sullivan Financial Services, Inc.			Eliminating Entries			Consolidated


Interest income	$	10,141	$	71		$	(26	)	$	10,186
Interest expense		1,359		26			(26	)		1,359
Provision for loan losses		200		—			—			200
Non-interest income		1,065		524			(90	)		1,499
Non-interest expense including tax provision		7,611		614			(90	)		8,135
Net income		2,036		(45	)		—			1,991

Total assets	$	344,115	$	7,226		$	(6,378	)	$	344,963

The following table sets forth certain information about and the reconciliation of reported net income for each of the reportable segments for the nine months ended September 30, 2010 (in thousands):


	The Bank and The Bancorp		Sullivan Financial Services, Inc.		Eliminating Entries			Consolidated


Interest income	$	10,013	$	130	$	(44	)	$	10,099
Interest expense		1,715		44		(44	)		1,715
Provision for loan losses		100		—		—			100
Non-interest income		769		789		(72	)		1,486
Non-interest expense including tax provision		7,372		770		(72	)		8,070
Net income		1,595		105		—			1,700

Total assets	$	322,828	$	6,609	$	(5,666	)	$	323,771

3. Fair Value

ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:


	Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

	Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

	Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Assets Measured on a Recurring Basis

Assets measured at fair value on a recurring basis are summarized below at September 30, 2011 and December 31, 2010 (in thousands):


	Fair Value Measurements at September 30, 2011 Using

	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)

Assets:
Available for sale securities
U.S. Government sponsored
Agency Securities		$	—		$	9,799		$	—
Mortgage Backed Securities - Residential			—			21,648			—
Collateralized Mortgage Obligations			—			3,523			—
Corporate debt securities			—			1,421			—

- 10 -


	Fair Value Measurements at December 31, 2010 Using

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


Assets:
Available for sale securities
U.S. Government sponsored
Agency Securities	$	—	$	9,023	$	—
Mortgage Backed Securities – Residential		—		19,847		—
Collateralized Mortgage Obligations		—		5,677		—
Corporate debt securities		—		1,446		—

Assets Measured on a Non-Recurring Basis

There were no assets measured at fair value on a non-recurring basis at September 30, 2011. Assets measured at fair value on a recurring basis at December 31, 2010 are summarized below (in thousands):


	Fair Value Measurements at December 31, 2010 Using

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


Assets:
Impaired loans:
Commercial mortgage	$	—	$	—	$	145
Commercial loan		—		—		211

A loan is impaired when full payment under the loan terms is not expected. The fair value measurement for collateral dependent loans are based on the lesser of appraised value, broker opinion or projected list price of the property less estimated expenses for the disposal of the property which include taxes, commissions, first liens and legal fees. As of September 30, 2011, there were no collateral dependent impaired loans for which there was a specific reserve. As of December 31, 2010, collateral dependent impaired loans for which there was a specific reserve had a recorded investment of $470 thousand with a valuation allowance of $114 thousand. Specific reserves for impaired loans decreased by $108 thousand during the first nine months of 2011.

The recorded value of loans held for sale is approximately $3.8 million and $2.2 million at September 30, 2011 and December 31, 2010, respectively, and approximates their fair value. No impairment charges were recognized on loans held for sale for the period ending September 30, 2011 and December 31, 2010.

Estimated fair values have been determined by the Company using the best available data and an estimation methodology suitable for each category of financial instrument. The estimation methodologies used, the estimated fair values, and recorded book balances at September 30, 2011 and December 31, 2010 are outlined below.

For cash and due from banks and interest bearing deposits, the recorded book value approximates fair value. The fair values of loans are estimated based on a discounted cash flow analysis using interest rates currently offered for loans with similar terms to borrowers of similar credit quality. The estimated fair values of demand deposits (i.e., interest and non-interest bearing checking accounts, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable rate, fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date. The fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates to a schedule of aggregated expected monthly time deposit maturities. The fair value of fixed-rate Federal Home Loan Bank borrowings are estimated using a discounted cash flow calculation that applies interest rates currently being offered to a schedule of aggregated expected monthly Federal Home Loan borrowings maturities. The fair value of commitments to extend credit is estimated based on the amount of unamortized deferred loan commitment fees. The fair value of letters of credit is based on the amount of unearned fees plus the estimated costs to terminate the letters of credit. Fair values of unrecognized financial instruments including commitments to extend credit and the fair value of letters of credit are considered immaterial.


	September 30, 2011				December 31, 2010

(in thousands)	Carrying amount		Estimated Fair value		Carrying amount		Estimated Fair value

Cash and due from banks	$	6,411	$	6,411	$	5,480	$	5,480
Interest bearing deposits		38,727		38,727		52,086		52,086
Investment securites held to maturity		10,738		10,906		10,740		10,548
Loans, including deferred fees and costs		232,837		235,701		207,146		208,199
Non-time deposits		253,701		253,701		234,825		234,825
Time deposits		41,826		42,859		41,716		42,456
Federal Home Loan Bank borrowings		7,500		8,676		11,000		12,707

- 11 -


4.	Securities

	The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities held to maturity and available-for-sale are as follows at September 30, 2011 (in thousands):


	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Estimated Fair Value

Held to Maturity

Obligations of US States and Political Subdivisions	$	9,227	$	382	$	(6	)	$	9,603
Corporate debt securities		1,511		—		(208	)		1,303

Total held to maturity	$	10,738	$	382	$	(214	)	$	10,906


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

Available for Sale

U.S. Government Sponsored Agency Securities	$	9,589	$	210	$	—		$	9,799
Mortgage Backed Securities - Residential		20,480	$	1,168		—			21,648
Collateralized Mortgage Obligations		3,454		69		—			3,523
Corporate debt securities		1,475		—		(54	)		1,421

Total available for sale	$	34,998	$	1,447	$	(54	)	$	36,391

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities held to maturity and available for sale are as follows at December 31, 2010 (in thousands):


	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Estimated Fair Value

Held to Maturity

Obligations of US States and Political Subdivisions	$	9,227	$	120	$	(138	)	$	9,209
Corporate debt securities		1,513		—		(174	)		1,339

Total held to maturity	$	10,740	$	120	$	(312	)	$	10,548


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

Available for Sale

U.S. Government Sponsored Agency Securities	$	9,051	$	15	$	(43	)	$	9,023
Corporate debt securities		1,470		5		(29	)		1,446
Mortgage Backed Securities - Residential		18,909		940		(2	)		19,847
Collateralized Mortgage Obligations		5,583		94		—			5,677

Total available for sale	$	35,013	$	1,054	$	(74	)	$	35,993

The amortized cost and fair value of the Company’s investment securities held to maturity and available for sale at September 30, 2011 and December 31, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands).


September 30, 2011	Amortized Cost		Estimated Fair Value

Held to Maturity
Due in one year or less	$	375	$	381
Due in one to five years		706		630
Due in five years to ten years		2,015		2,127
Due after ten years		7,642		7,768

	$	10,738	$	10,906

Available for Sale
Due in one year or less	$	—	$	—
Due in one year to five years		4,517		4,544
Due in five years to ten years		4,002		4,130
Due after ten years		2,545		2,546
Mortgage Backed Securities and Collateralized Mortgage Obligations		23,934		25,171

	$	34,998	$	36,391

- 12 -


December 31, 2010	Amortized Cost		Estimated Fair Value

Held to Maturity
Due in one year or less	$	—	$	—
Due in one to five years		581		608
Due in five years to ten years		1,917		1,894
Due after ten years		8,242		8,046

	$	10,740	$	10,548

Available for Sale
Due in one year or less	$	—	$	—
Due in one year to five years		3,542		3,538
Due in five years to ten years		5,564		5,528
Due after ten years		1,415		1,403
Mortgage Backed Securities and Collateralized Mortgage Obligations		24,492		25,524

	$	35,013	$	35,993

Gross unrealized losses on securities and the estimated fair value of the related securities aggregated by security category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2011 are as follows:


	Less than 12 months				12 Months or longer				Total

Held to Maturity	Estimated Fair Value		Unrecog- nized Losses		Estimated Fair Value		Unrecog- nized Losses		Estimated Fair Value		Unrecog- nized Losses


Municipal securities	$	—	$	—	$	313	$	6	$	313	$	6
Corporate debt securities		475		37		828		171		1,303		208

Total	$	475	$	37	$	1,141	$	177	$	1,616	$	214


	Less than 12 months				12 Months or longer				Total

Available for Sale	Estimated Fair Value		Unreal- ized Losses		Estimated Fair Value		Unreal- ized Losses		Estimated Fair Value		Unreal- ized Losses


Corporate debt securities	$	472	$	2	$	948	$	52	$	1,420	$	54

Total	$	472	$	2	$	948	$	52	$	1,420	$	54


	Less than 12 months				12 Months or longer				Total

Held to Maturity	Estimated Fair Value		Unrecog- nized Losses		Estimated Fair Value		Unrecog- nized Losses		Estimated Fair Value		Unrecog- nized Losses


Municipal securities	$	3,708	$	98	$	279	$	40	$	3,987	$	138
Corporate debt securities		503		11		836		163		1,339		174

Total	$	4,211	$	109	$	1,115	$	203	$	5,326	$	312


	Less than 12 months				12 Months or longer				Total

Available for Sale	Estimated Fair Value		Unreal- ized Losses		Estimated Fair Value		Unreal- ized Losses		Estimated Fair Value		Unreal- ized Losses


U.S. Government sponsored Agency Securities	$	5,576	$	43	$	—	$	—	$	5,576	$	43
Mortgage Backed Securities - Residential		1,004		2		—		—		1,004		2
Corporate debt securities		971		29		—		—		971		29

Total	$	7,551	$	74	$	—	$	—	$	7,551	$	74

- 13 -

At September 30, 2011, there were $1.1 million in securities held to maturity with gross unrecognized losses that had been in a continuous unrealized loss position for twelve or more months. Unrealized losses on these securities have not been recognized into income because the issuer(s) bonds are investment grade, management does not intend to sell and it is not likely that management will be required to sell the securities prior to their anticipated recovery. The decline in fair value is largely a result of the securities of these issuers falling out of favor in the broader bond market. The fair value is expected to recover as the bond(s) approach maturity.

For the nine months ended September 30, 2011 the gross proceeds on sale of investment securities was approximately $1.9 million. For the nine months ended September 30, 2011 gross gains on sale of investment securities were $20 thousand and gross losses on sale of investment securities were $11 thousand. There were no sales of investment securities for the nine months ended September 30, 2010.

Securities with an amortized cost of $1.0 million were pledged to secure public funds on deposit at September 30, 2011.

5. Loans

The following schedule presents the components of loans, net of unearned income, for each period presented:


	September 30, 2011					December 31, 2010

	Amount		Percent			Amount		Percent

	(Dollars In Thousands)

Commercial	$	32,301		13.9	%	$	31,556		15.2	%
Construction, land and land development		8,551		3.7			7,489		3.6
Commercial mortgages		114,326		49.1			98,183		47.4
Residential mortgages		35,177		15.1			26,907		13.0
Consumer		42,274		18.2			42,864		20.8

Gross loans		232,629		100.0	%		206,999		100.0	%

Net deferred costs		208					147

Total loans		232,837					207,146
Less: Allowance for loan losses		2,967					2,875

Net loans	$	229,870				$	204,271

The following table presents information about impaired loans by loan portfolio class as of September 30, 2011 and December 31, 2010 (in thousands):

Impaired Loans


September 30, 2011	Unpaid Principal Balance		Recorded Investment		Related Allowance


With no related allowance recorded:
Commercial	$	—	$	—	$	—
Commercial mortgage		906		911		—
Construction, land and land development		—		—		—
Consumer		149		149		—
Residential		—		—		—

With an allowance recorded:
Commercial		—		—		—
Commercial mortgage		731		732		14
Construction, land and land development		—		—		—
Consumer		—		—		—
Residential		—		—		—

Total:
Commercial		—		—		—
Commercial mortgage		1,637		1,643		14
Construction, land and land development		—		—		—
Consumer		149		149		—
Residential		—		—		—

- 14 -

Impaired Loans


December 31, 2010	Unpaid Principal Balance		Recorded Investment		Related Allowance


With no related allowance recorded:
Commercial	$	—	$	—	$	—
Commercial mortgage		782		787		—
Construction, land and land development		—		—		—
Consumer		—		—		—
Residential		—		—		—

With an allowance recorded:
Commercial		217		217		5
Commercial mortgage		992		862		134
Construction, land and land development		—		—		—
Consumer		—		—		—
Residential		—		—		—

Total:
Commercial		217		217		5
Commercial mortgage		1,774		1,649		134
Construction, land and land development		—		—		—
Consumer		—		—		—
Residential		—		—		—

			Three months ended

			September 30 2011		September 30 2010


Average of individually impaired loans during period:

Commercial			$	—	$	946
Commercial mortgage				1,756		2,017
Construction, land and land development				—		305
Consumer				50		101
Residential				—		—

Interest income recognized during impairment:

Commercial			$	—	$	10
Commercial mortgage				23		29
Construction, land and land development				—		2
Consumer				1		—
Residential				—		—

			Nine months ended

			September 30 2011		September 30 2010


Average of individually impaired loans during period:

Commercial			$	94	$	137
Commercial mortgage				1,763		2,029
Construction, land and land development				—		711
Consumer				17		137
Residential				—		—

Interest income recognized during impairment:

Commercial			$	4	$	28
Commercial mortgage				69		91
Construction, land and land development				—		17
Consumer				1		—
Residential				—		—

- 15 -

There was no cash-basis interest income recognized on any loans for the three months ended September 30, 2011 and 2010, respectively.

The following table presents loans receivable on nonaccrual status by loan portfolio class as of September 30, 2011 and December 31, 2010 (in thousands):


Nonaccrual loans	September 30, 2011		December 31, 2010


Commercial	$	—	$	—
Commercial mortgage		136		254
Construction, land and land development		—		—
Consumer		149		—
Residential		—		—


Total	$	285	$	254

The balance of troubled debt restructured loans at September 30, 2011 and December 31, 2010 is represented by two credits that are currently performing under their restructured terms and for which the Company has no commitment to lend additional funds. The modification of terms of such loans include one or a combination of the following: a reduction of the stated interest rate on the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction in the recorded investment in the loan. During both the three and nine months ended September 30, 2011 there were no new loans modified as troubled debt restructurings. None of the existing troubled debt restructured loans had a payment default. The following table presents information about restructured loans by loan portfolio class as of September 30, 2011 (in thousands):


September 30, 2011 Troubled Debt Restructurings	Number of loans		Pre-modification outstanding recorded investment		Post-modification outstanding carrying amount


Commercial		—	$	—	$	—
Commercial mortgage		2		744		723
Construction, land and land development		—		—		—
Consumer		—		—		—
Residential		—		—		—

The following table presents information about restructured loans by loan portfolio class as of December 31, 2010 (in thousands):


December 31, 2010 Troubled Debt Restructurings	Number of loans		Pre-modification outstanding recorded investment		Post-modification outstanding carrying amount


Commercial		—	$	—	$	—
Commercial mortgage		2		744		719
Construction, land and land development		—		—		—
Consumer		—		—		—
Residential		—		—		—

- 16 -

The following table presents past due and current loans, including non accrual and restructured loans, by the loan portfolio class as of September 30, 2011 and December 31, 2010 (in thousands):


September 30, 2011	30-59 days past due		60-89 days past due		Greater than 90 Days past due		Total past due		Current		Total loans receivable		Loans past due 90 days and still accruing


Commercial	$	137	$	—	$	—	$	137	$	32,164	$	32,301	$	—
Commercial mortgage		—		481		136		617		113,709		114,326		—
Construction, land and land development		—		—		—		—		8,551		8,551		—
Consumer		—		—		—		—		42,274		42,274		—
Residential		—		—		—		—		35,177		35,177		—

Total	$	137	$	481	$	136	$	754	$	231,875	$	232,629	$	—


December 31, 2010	30-59 days past due		60-89 days past due		Greater than 90 Days past due		Total past due		Current		Total loans receivable		Loans past due 90 days and still accruing


Commercial	$	2	$	—	$	—	$	2	$	31,554	$	31,556	$	—
Commercial mortgage		510		—		254		764		97,419		98,183		—
Construction, land and land development		—		—		—		—		7,489		7,489		—
Consumer		—		—		—		—		42,864		42,864		—
Residential		—		—		—		—		26,907		26,907		—

Total	$	512	$	—	$	254	$	766	$	206,233	$	206,999	$	—

- 17 -

The Company categorizes loans into risk categories based on relevant information about the quality and realizable value of collateral, if any, and the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed whenever a credit is extended, renewed or modified, or when an observable event occurs indicating a potential decline in credit quality, and no less than annually for large balance loans. The Company uses the following definitions for risk ratings:


	Special Mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

	Substandard - Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor, or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment and liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Normal payment from the borrower is in jeopardy, although loss of principal, while still possible, is not imminent.

	Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

The following table presents the risk category of loans by class of loans based on the most recent analysis performed as of September 30, 2011 and December 31, 2010 (in thousands). Each balance in the table below represents unpaid principal balance, which approximates recorded investment:


September 30, 2011

Credit risk profile by internally assigned grades	Pass		Special Mention		Substandard		Doubtful		Total


Commercial	$	29,284	$	3,017	$	—	$	—	$	32,301
Commercial mortgage		111,517		1,172		1,637		—		114,326
Construction, land and land development		8,551		—		—		—		8,551
Consumer		42,125		—		149		—		42,274
Residential		34,372		805		—		—		35,177

Total	$	225,849	$	4,994	$	1,786	$	—	$	232,629


December 31, 2010

Credit risk profile by internally assigned grades	Pass		Special Mention		Substandard		Doubtful		Total


Commercial	$	28,367	$	2,973	$	217	$	—	$	31,557
Commercial mortgage		95,191		1,217		1,774		—		98,182
Construction, land and land development		7,489		—		—		—		7,489
Consumer		42,592		272		—		—		42,864
Residential		26,102		805		—		—		26,907

Total	$	199,741	$	5,267	$	1,991	$	—	$	206,999

- 18 -

The following table represents the allocation of allowance for loan losses and the related loans by loan portfolio segment disaggregated based on the impairment methodology at September 30, 2011 and December 31, 2010.

September 30, 2011


(in thousands)	Commercial		Commercial Mortgage		Construction, Land and Land Development		Consumer		Residential		Unallocated		Total

Allowance for Loan Losses:
Individually evaluated for impairment	$	—	$	14	$	—	$	—	$	—	$	—	$	14
Collectively evaluated for impairment		169		1,892		104		485		255		48		2,953


Total	$	169	$	1,906	$	104	$	485	$	255	$	48	$	2,967


Loans Receivable
Individually evaluated for impairment	$	—	$	1,637	$	—	$	149	$	—			$	1,786
Collectively evaluated for impairment		32,301		112,689		8,551		42,125		35,177				230,843


Total	$	32,301	$	114,326	$	8,551	$	42,274	$	35,177			$	232,629

December 31, 2010


(in thousands)	Commercial		Commercial Mortgage		Construction, Land and Land Development		Consumer		Residential		Unallocated		Total

Allowance for Loan Losses:

Individually evaluated for impairment	$	5	$	134	$	—	$	—	$	—	$	—	$	139
Collectively evaluated for impairment		181		1,687		102		506		205		55		2,736

Total	$	186	$	1,821	$	102	$	506	$	205	$	55	$	2,875

Loans Receivable
Individually evaluated for impairment	$	217	$	1,774	$	—	$	—	$	—			$	1,991
Collectively evaluated for impairment		31,340		96,408		7,489		42,864		26,907				205,008

Total	$	31,557	$	98,182	$	7,489	$	42,864	$	26,907			$	206,999

The following table presents the activity in the Company’s allowance for loan losses by class of loans based on the most recent analysis performed for the nine months ended September 30, 2011 (in thousands):


Allowance for Loan Losses	Commercial			Commercial Mortgage			Construction, Land and Land Development		Consumer			Residential		Unallocated			Total

Balance December 31, 2010	$	186		$	1,821		$	102	$	506		$	205	$	55		$	2,875
Charge-offs		—			(117	)		—		(2	)		—		—			(119	)
Recoveries		11			—			—		—			—		—			11
Provision charged to expense		(28	)		202			2		(19	)		50		(7	)		200

Balance, September 30, 2011	$	169		$	1,906		$	104	$	485		$	255	$	48		$	2,967

- 19 -

The following table presents the activity in the Company’s allowance for loan losses by class of loans based on the most recent analysis performed for the three months ended September 30, 2011 (in thousands):


Allowance for Loan Losses	Commercial		Commercial Mortgage			Construction, Land and Land Development		Consumer		Residential		Unallocated			Total

Balance June 30, 2011	$	163	$	1,951		$	100	$	479	$	241	$	52		$	2,986
Charge-offs		—		(117	)		—		—		—		—			(117	)
Recoveries		3		—			—		—		—		—			3
Provision charged to expense		3		72			4		6		14		(4	)		95

Balance, September 30, 2011	$	169	$	1,906		$	104	$	485	$	255	$	48		$	2,967

- 20 -

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this document discuss future expectations, contain projections or results of operations or financial conditions or state other “forward-looking” information. Those statements are subject to known and unknown risk; uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. We based the forward-looking statements on various factors and using numerous assumptions. Important factors that may cause actual results to differ from those contemplated by forward-looking statements include those disclosed under Item 1A – Risk Factors as included in the Company’s Annual Report Form 10K filed for the year ended December 31, 2010.

CRITICAL ACCOUNTING POLICIES

Disclosure of the Company’s significant accounting policies is included in Note 1 to the consolidated financial statements of the Company for the year ended December 31, 2010 included in its Annual Report Form 10-K filed under the Securities Exchange Act of 1934. Some of these policies are particularly sensitive, requiring significant judgments, estimates and assumptions to be made by management. Management believes the Company’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 of the Company. 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 collectability may not be assured, the existence and estimated net realizable value of any underlying collateral and guarantees securing the loans, and current economic and market conditions. Although management uses the best information available, the level of the allowance for loan losses remains an estimate, which is subject to significant judgment and short- term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company’s loans are secured by real estate in the state of New Jersey. Accordingly, the collectability of a substantial portion of the carrying value of the Company’s loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or the Company’s market 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 Company’s control. Additional information is contained on pages 23 and 25 of this Form 10-Q for the provision and allowance for loan losses.

RESULTS OF OPERATIONS

Overview

Net income was $737,000 for the third quarter of 2011, a 7.0% increase over the $689,000 earned during the third quarter of 2010. Diluted earnings per share were $0.13 in the third quarters of both 2011 and 2010. For the first nine months of 2011, net income was $2.0 million, representing a 17.1% increase from net income of $1.7 million in 2010. Nine-month diluted earnings per share were $0.36 in 2011 versus $0.31 in 2010.

There were two significant items impacting both the third quarter and first nine months of 2011, one effecting non-interest income and the other non-interest expense. Non-interest income benefited from a BOLI death benefit payment, which resulted in a tax-free gain of $267,000, while non-interest expense included a pretax loss of $426,000 ($256,000 on an after-tax basis) resulting from a loss on debt extinguishment. As a result, the two items, taken together, had negligible impact on net income. Management made a strategic decision toward the latter part of the third quarter of 2011 to utilize a portion of its excess liquidity by repurchasing $3.5 million of its Federal Home Loan Bank (“FHLBNY”) borrowings with a weighted average cost of 3.02%. The repurchase transaction resulted in a one-time loss of $426,000 ($256,000 on an after-tax basis), but is expected to improve net interest income and boost net interest margin by approximately 7 basis points in future periods.

At September 30, 2011, total assets were $345.0 million, an increase of $16.1 million from $328.9 million at year-end 2010. The increase was primarily due to a $25.7 million increase in loans receivable and partially offset by a $12.4 million decrease in cash and cash equivalents. The increase in assets was largely funded by an $18.9 million increase in core deposits (core deposits defined as all deposits less time deposits), partially offset by a $3.5 million decline in Federal Home Loan Bank advances, resulting from the transaction discussed in the prior paragraph.

Net Interest Income

Fully taxable equivalent (“FTE”) net interest income for the third quarter of 2011 totaled $3.089 million, an increase of $151,000, or 5.1%, from $2.938 million earned in the year ago quarter. FTE net interest income for the first nine months of 2011 totaled $8.975 million, an increase of $424,000, or 5.0%, from $8.551 million earned in the prior year period. The increases in net interest income were due to growth in average interest-earning assets which, due largely to loan growth, increased by 9.0% in the quarterly

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comparison and by 7.0% in the year-to-date comparison. The benefit to net interest income from higher average interest-earning assets was partially offset by a contraction in the net interest margin which, due in part to increased liquidity, narrowed by 14 basis points to 3.79% in the current quarter from the prior year quarter and narrowed by 8 basis points to 3.86% for the first nine months of 2011 from the same period in 2010. Also contributing to the contraction in net interest margin in the third quarter comparison was a decline in yields earned on loans and securities that exceeded the decline in the cost of deposits. In the third quarter comparison, loans receivable and securities yields dropped by 28 and 51 basis points, respectively, whereas the cost of interest-bearing deposits fell by only 20 basis points. Growth in average loans measured 10.2% for the current quarter versus the prior year quarter and 6.9% for the first nine months of 2011 versus the first nine months of 2010. The Bank also experienced significant growth in average core deposits, which grew by 12.0% quarter over quarter and by 10.4% in the year-to-date comparison. The Bank’s average noninterest-bearing demand deposits, which are included in core deposits, grew by 22.3% quarter over quarter and by 22.9% in the year-to-date comparison.

The following tables present a summary of the Company’s interest-earning assets and their average yields, and interest-bearing liabilities and their average costs and stockholders’ equity for both the three months and nine months ended September 30, 2011 and 2010. The average balances are derived from average daily balances. The average balance of loans includes non-accrual loans, and associated yields include loan fees, which are considered an adjustment to yields.

Comparative Average
Balance Sheets
Three Months Ended September 30


	2011								2010

	Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid

	(Dollars in Thousands)
Assets

Interest bearing deposits at other banks	$	45,267		$	34		0.30	%	$	39,692		$	30		0.31	%
Loans		229,637			3,021		5.22	%		208,380			2,888		5.50	%
Loans held for sale		2,135			27		5.03	%		3,755			53		5.59	%
Investment securities		45,344			441		3.85	%		43,787			482		4.36	%
Restricted stock		935			11		4.36	%		917			11		4.55	%

Total interest earning assets		323,318			3,534		4.34	%		296,531			3,464		4.63	%

Non-interest earning assets		23,672								23,198
Allowance for loan losses		(3,013	)							(3,170	)
Total Assets	$	343,977							$	316,559

Liabilities and Equity

Interest bearing demand deposits	$	144,392		$	123		0.34	%	$	133,001		$	191		0.57	%
Savings		7,903			3		0.16	%		6,952			5		0.29	%
Money Market		20,692			13		0.25	%		20,325			23		0.45	%
Certificates of deposits		41,834			214		2.03	%		41,532			214		2.04	%
FHLB advances		10,848			92		3.37	%		11,000			93		3.37	%

Total interest bearing liabilities		225,669			445		0.78	%		212,810			526		0.98	%

Non-Interest Bearing Liabilities:
Non-interest bearing deposits		76,762								62,745
Other liabilities		1,025								1,303

Total Liabilities		303,456								276,858
Stockholders’ Equity		40,521								39,701

Total Liabilities and Stockholders’ Equity	$	343,977							$	316,559

Net Interest Income				$	3,089							$	2,938

Net Interest Spread							3.56	%							3.65	%
Net Interest Margin							3.79	%							3.93	%

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Comparative Average
Balance Sheets
Nine Months Ended September 30


	2011								2010

	Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid

	(Dollars in Thousands)
Assets

Cash and due from banks	$	41,913		$	94		0.30	%	$	35,010		$	82		0.32	%
Loans		221,585			8,800		5.31	%		207,347			8,518		5.49	%
Loans held for sale		1,622			64		5.32	%		2,975			123		5.53	%
Investment securities		44,708			1,342		4.01	%		44,158			1,511		4.57	%
Restricted stock		941			34		4.83	%		934			32		4.60	%

Total interest earning assets		310,769			10,334		4.45	%		290,424			10,266		4.73	%

Non-interest earning assets		23,510								22,726
Allowance for loan losses		(2,966	)							(3,175	)

Total Assets	$	331,313							$	309,975


Liabilities and Equity

Interest bearing demand deposits	$	141,571		$	396		0.37	%	$	130,437		$	640		0.66	%
Savings		7,542			11		0.19	%		6,488			14		0.29	%
Money Market		18,316			43		0.31	%		21,079			72		0.45	%
Certificates of deposits		41,519			633		2.04	%		43,486			712		2.19	%
FHLB advances		10,949			276		3.37	%		11,000			277		3.37	%

Total interest bearing liabilities		219,897			1,359		0.83	%		212,490			1,715		1.08	%

Non-Interest Bearing Liabilities:
Non-interest bearing deposits		70,019								56,993
Other liabilities		1,173								1,268


Total Liabilities		291,089								270,751
Stockholders’ Equity		40,224								39,224


Total Liabilities and Stockholders’ Equity	$	331,313							$	309,975


Net Interest Income				$	8,975							$	8,551

Net Interest Spread							3.62	%							3.65	%
Net Interest Margin							3.86	%							3.94	%

The data contained in the table has been adjusted to a tax equivalent basis, based on the Company’s federal statutory rate of 34 percent. Management believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.

Provision for Loan Losses

The provision for loan losses was $95,000 and $200,000 for the third quarter and first nine months of 2011, respectively compared with $25,000 and $100,000 for the third quarter and first nine months of 2010, respectively. The increase in loan loss provisioning during 2011 as compared with 2010 was largely due to stronger loan growth in 2011. Although the Company’s asset quality metrics, such as nonaccrual loan, charge-off, and delinquency ratios remain among the soundest relative to its competitive peer groups, management believes there continue to be heightened risks in certain segments of the loan portfolio. Management regularly reviews the adequacy of its allowance and may provide for additional provisions in future periods due to increased general weakness in the economy or in our geographic trade area, deterioration or impairment of specific credits, or as management may deem necessary.

Non-Interest Income

Non-interest income increased by $155,000 to $734,000 in the third quarter of 2011 from $579,000 in the prior year period largely due to $267,000 of additional tax-free revenue related to a BOLI death benefit payment. The increase in BOLI income was partially offset by a $102,000 decline in gains on sales of residential loans at Sullivan Financial Services, Inc., a wholly-owned mortgage banking subsidiary of the Bank, which originates loans for sale strictly on a pre-sold flow-basis and, on a limited basis, for retention in the Bank’s portfolio, and moderately lower banking fees. Sullivan’s origination volume is down due to declining residential mortgage refinancing activity and continued low home purchase activity.

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For the first nine months of 2011, non-interest income remained flat from the prior year period: $1.499 million in 2011 versus $1.486 million in 2010. The aforementioned BOLI death benefit was offset by a $265,000 decline in gains on sales of residential mortgages. The first nine months 2011 also benefitted from $9,000 in net gains from the sale of investment securities realized during the first quarter of 2011.

Non-Interest Expense

Non-interest expense in the third quarter and first nine months of 2011 increased by $345,000, or 14.4%, and $102,000, or 1.4%, respectively, over the prior year comparable periods. 2011 non-interest expense included a $426,000 loss on the early extinguishment of $3.5 million of borrowings from the FHLBNY. Excluding this item, non-interest expense declined by $81,000, or 3.4%, to $2.318 million in the third quarter of 2011 from $2.399 million in the prior year third quarter, and by $324,000, or 4.5%, to $6.950 million for the first nine months of 2011 from $7.274 million in the prior year first nine months. The declines in operating expenses were due primarily to a decrease in occupancy costs, as well as lower FDIC expense largely resulting from a change in the formula used by the FDIC to calculate assessments. Management continues its expense containment efforts which have yielded cost savings in many areas of the Company’s operations. The Company’s efficiency ratio improved to 65.2% in the current quarter from 68.2% one year ago. The efficiency ratio has been calculated by dividing total noninterest expense before nonrecurring items by the total of FTE net interest income and noninterest revenues, excluding gains or losses from securities transactions and nonrecurring items.

Income Taxes

The Company recorded provisions for income taxes of $197,000 and $759,000 for the third quarter and first nine months of 2011, respectively, versus $350,000 and $796,000 for the third quarter and first nine months of 2010, respectively. The effective tax rates were 21.1% and 27.6% for the third quarter and first nine months of 2011, respectively, versus 33.7% and 31.9% for the third quarter and first nine months of 2010, respectively. The effective tax rates for the 2011 periods were significantly lower than the 2010 rates due to a $267,000 tax-free gain related to BOLI recorded in the third quarter of 2011.

FINANCIAL CONDITION

September 30, 2011 as compared to December 31, 2010

Total assets increased by $16.1 million to $345.0 million at September 30, 2011 from $328.9 million at December 31, 2010. The increase in assets was due to growth in loans receivable, which increased by $25.7 million to $232.8 million at September 30, 2011 from $207.1 million at year-end 2010, partially offset by a $12.4 million decline in cash and cash equivalents. Growth in loans receivable reflected stabilizing economic conditions in the Bank’s operating region, as well as Management’s successful efforts to generate loan originations to credit-worthy borrowers. The increase in assets was funded largely by an $18.9 million increase in core deposits (i.e., all deposits other than time deposits), partially offset by a $3.5 million decline in Federal Home Loan Bank advances.

Our portfolio of investment securities available for sale increased slightly, from $36.0 million at year-end 2010 to $36.4 million at September 30, 2011, despite $12.4 million in securities purchases during the first nine months of 2011, as the prolonged period of lower interest rates has resulted in continued pay-downs of mortgage-backed securities and calls of certain agency obligations. During the first nine months of 2011, $12.3 million in securities matured or were sold, called or prepaid. There were $919 thousand in recorded net unrealized gains, net of taxes, in the available for sale portfolio and $134 thousand in net amortization expenses during the first nine months of 2011. Securities sold in 2011 included sales of $2.0 million of U.S. Treasury securities as part of the Bank’s interest-rate risk management processes. The sales resulted in a pretax capital gain of $9,000 which was recorded in the first quarter of 2011.

Over the course of 2009 and 2010 and into 2011, management has taken a cautious approach with regard to liquidity and interest rate risk by largely depositing net inflows into the Bank’s Federal Reserve Bank account, which is currently earning 0.25% per annum. As a result, cash and cash equivalents have remained high by historical standards. Cash and cash equivalents totaled $45.1 million at September 30, 2011 and $57.6 million at December 31, 2010.

Total loans receivable at September 30, 2011 increased $25.7 million to $232.8 million from $207.1 million at year-end 2010. The changes in and composition of the loan portfolio, by category, as of September 30, 2011 compared to December 31, 2010 are as follows: Commercial loans increased $745 thousand to $32.3 million, construction, land and land development loans increased by $1.1 million to $8.6 million, commercial mortgage loans increased $16.1 million to $114.3 million; consumer loans decreased by $590 thousand to $42.3 million; and residential mortgage loans increased by $8.3 million to $35.2 million. During the first nine months of 2011, the loan portfolio was positively impacted by an increase in commercial real estate loan demand, as well as refinancing strategies employed by many of the Bank’s borrowers. With regard to new loan originations, the Bank has made a strategic decision to hold in its loan portfolio a portion of residential mortgages that meet our credit quality standards that were closed by Sullivan Financial, the Bank’s mortgage banking subsidiary.

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The following schedule presents the components of loans, net of unearned income, for each period presented:


	September 30, 2011					December 31, 2010

	Amount		Percent			Amount		Percent

	(Dollars In Thousands)

Commercial	$	32,301		13.9	%	$	31,556		15.2	%
Construction, land and land development		8,551		3.7			7,489		3.6
Commercial mortgages		114,326		49.1			98,183		47.4
Residential mortgages		35,177		15.1			26,907		13.0
Consumer		42,274		18.2			42,864		20.8

Gross loans		232,629		100.0	%		206,999		100.0	%

Net deferred costs		208					147

Total loans		232,837					207,146
Less: Allowance for loan losses		2,967					2,875

Net loans	$	229,870				$	204,271

Commercial loans are loans made for business purposes and are primarily secured by collateral, such as cash balances with the Bank, marketable securities held by or under the control of the Bank, business assets including accounts receivable, inventory and equipment and liens on commercial and residential real estate. Construction, land and land development loans include loans secured by first liens on commercial or residential properties to finance the construction or renovation of such properties. Commercial mortgages include loans secured by first liens on completed commercial properties to purchase or refinance such properties. Residential mortgages include loans secured by first liens on residential real estate, and are generally made to existing customers of the Bank to purchase or refinance primary and secondary residences. Consumer loans consist primarily of home equity loans secured by 1^st or 2^nd liens.

ASSET QUALITY

The following table sets forth information concerning the Company’s non-performing assets and troubled debt restructurings (“TDRs”) as of the dates indicated (in thousands):


	September 30, 2011			December 31, 2010


Non-accrual loans	$	285		$	254
Loans past due 90 days and still accruing		—			—

Total non-performing loans	$	285		$	254
OREO		—			—

Total non-performing assets	$	285		$	254

Troubled debt restructured loans	$	731		$	738


Non-accrual loans to total loans		0.12	%		0.12	%
Non-performing assets to total assets		0.08			0.08
Allowance for loan losses to non-performing loans		1,041			1,132
Allowance for loan losses to total loans		1.28			1.39

Loans delinquent 30-89 days were $618 thousand at September 30, 2011, an increase from $512 thousand at December 31, 2010.

As of September 30, 2011 and December 31, 2010, there were $1.8 million and $2.0 million in impaired loans, respectively. The amount of the allowance for loan losses allocated for impaired loans as of September 30, 2011 and December 31, 2010 was $14 thousand and $139 thousand, respectively.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level considered adequate to provide for potential loan losses. The level of the allowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic conditions. Provisions are charged to expense and the allowance is reduced by charge-offs, net of recoveries, and is increased by the provision. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers’ creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to the Company’s allowance for loan losses.

At September 30, 2011, the allowance for loan losses was $3.0 million, an increase of $92 thousand from year-end 2010. Net charge-offs totaled $114,000 during the third quarter of 2011, $108,000 during the first nine months 2011, $97,000 for the third quarter of 2010 and $94,000 for the first nine months of 2010. The allowance for loan losses as a percentage of loans receivable was 1.28% at September 30, 2011 and 1.39% at December 31, 2010.

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The following table describes the activity in the allowance for loan losses account for the periods ended (in thousands):


	For the nine months ended September 30, 2011			For the nine months ended September 30, 2010

Allowance for loan losses at beginning of period	$	2,875			3,111
Charge-offs		(119	)		(97	)
Recoveries		11			3

Net charge-offs		(108	)		(94	)
Provision for loan losses		200			100

Allowance for loan losses at end of period	$	2,967			3,117

INTEREST RATE SENSITIVITY ANALYSIS

The principal objective of the Company’s asset and liability management function is to evaluate the interest-rate risk included in certain balance sheet accounts; determine the level of risk appropriate given the Company’s business focus, operating environment, and capital and liquidity requirements; establish prudent asset concentration guidelines; and manage the risk consistent with Board approved guidelines. The Company seeks to reduce the vulnerability of its operations to changes in interest rates, and actions in this regard are taken under the guidance of the Asset/Liability Committee (the “ALCO”). The ALCO generally reviews the Company’s liquidity, cash flow needs, maturities of investments, deposits and borrowings, and current market conditions and interest rates.

The Company currently utilizes net interest income simulation and economic value of portfolio equity (“EVPE”) models to measure the potential impact to the Company of future changes in interest rates. As of September 30, 2011 and 2010 the results of the models were within guidelines prescribed by the Company’s Board of Directors. If model results were to fall outside prescribed ranges, action would be required by the ALCO.

The net interest income simulation model, which is based on multiple assumptions, attempts to measure the change in net interest income over the next one-year period assuming certain changes in the general level of interest rates. In our model, which was run as of September 30, 2011, we estimated that a gradual (often referred to as “ramped”) 200 basis-point increase in the general level of interest rates will decrease on our net interest income by 0.5%, while a ramped 200 basis-point decrease in interest rates will decrease net interest income by 1.9%. As of September 30, 2010, our model predicted that a 200 basis point gradual increase in general interest rates would increase net interest income by 1.0%, while a 200 basis point decrease would decrease net interest income by 1.9%.

An EVPE analysis is also used to dynamically model the present value of asset and liability cash flows with rate shocks of up and down 200 basis points. The economic value of equity is likely to be different as interest rates change. The Company’s estimated variance in EVPE as a percentage of assets as of September 30, 2011, was -1.37% with a rate shock of up 200 basis points, and -0.33% with a rate shock of down 200 basis points. At September 30, 2010, the variances were -0.85% assuming an up 200 basis points rate shock and -0.88% assuming a down 200 basis points rate shock.

LIQUIDITY MANAGEMENT AND CAPITAL RATIOS

At September 30, 2011, the amount of liquid assets remained at a level management deemed adequate to ensure that contractual liabilities, depositors’ withdrawal requirements, and other operational and customer credit needs could be satisfied.

At September 30, 2011, liquid assets (cash and due from banks, interest bearing deposits at other banks, and unencumbered investment securities available for sale) were approximately $70.8 million, which represents 20.5% of total assets and 24.0% of total deposits and borrowings.

The Bank is a member of the Federal Home Loan Bank of New York and has the ability to borrow a total of $86.2 million (subject to available qualified collateral) with current borrowings of $7.5 million outstanding at September 30, 2011. In addition, during 2009, the Bank established a credit facility (with an approximate borrowing capacity based on pledged collateral as of September 30, 2011 of $10.2 million) with the Federal Reserve Bank of New York for direct discount window borrowings. In addition, the Bank has, as of September 30, 2011, $25.1 million (market value) in unencumbered securities and an additional borrowing capacity of $18.5 million through correspondent banks. At September 30, 2011 outstanding commitments for the Bank to extend credit were $90.2 million. Management believes that our combined aggregate liquidity position is sufficient to meet the funding requirements of loan demand and deposit maturities and withdrawals over the next twelve months.

Total stockholders’ equity increased to $40.2 million at September 30, 2011 from $39.4 million at year-end 2010. Activity in stockholders’ equity consisted of an increase in retained earnings of $1.016 million which represents net income of $1.991 million earned during the first nine months of 2011 offset by cash dividend payments of $975 thousand. During the first nine months of 2011, common stock decreased by $512 thousand due to common stock repurchases of $754 thousand, partially offset by the exercise of previously issued stock options of $210 thousand and $32 thousand in stock based compensation. Accumulated comprehensive income increased by $273 thousand resulting from a net change in unrealized gain on securities available for sale.

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At September 30, 2011 the Bank exceeded each of the regulatory capital requirements applicable to it. The table below presents the capital ratios at September 30, 2011 and 2010, for the Bank, as well as the minimum regulatory requirements.


	Actual					Minimum Regulatory Requirement					For Classification as Well Capitalized

September 30, 2011	Amount		Ratio			Amount		Minimum Ratio			Amount		Ratio


The Bank:
Leverage Capital	$	36,141		10.51	%	$	13,759		4.00	%	$	17,199		>5.00	%
Tier 1-Risk Based		36,141		13.59			10,639		4.00			15,959		>6.00
Total Risk-Based		39,108		14.70			21,279		8.00			26,598		>10.00

September 30, 2010	Amount		Ratio			Amount		Minimum Ratio			Amount		Ratio


The Bank:
Leverage Capital	$	33,304		10.53	%	$	12,651		4.00	%	$	15,814		>5.00	%
Tier 1-Risk Based		33,304		13.77			9,674		4.00			14,511		>6.00
Total Risk-Based		36,328		15.02			19,348		8.00			25,185		>10.00

The Company’s tangible common equity ratio was 11.64% as of September 30, 2011 and 12.07% as of September 30, 2010. As the Company has less than $500 million in consolidated assets, it is not subject to regulatory capital requirements at the consolidated holding company level.

ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4 – CONTROLS AND PROCEDURES


	(a)	Evaluation of disclosure controls and procedures

		The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period reported on in this report, the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

	(b)	Changes in internal controls.

		There has been no change in the Company’s internal controls over financial reporting during the quarter that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

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Part II Other Information

Item 1. Legal Proceedings

The Company and the Bank are periodically involved in various legal proceedings as a normal incident to their businesses. In the opinion of management, no material loss is expected from any such pending lawsuit.

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

(a) and (b) - none


	(c)	In February of 2007, the Registrant’s Board of Directors approved a repurchase program pursuant to which the registrant may repurchase up to 250,000 shares of its outstanding common stock. In October, 2007 the Board increased this program by another 250,000 shares. In October, 2011 the Board increased this program by another 250,000 shares. The following table shows the Company’s repurchases during the third quarter of 2011:


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


July 1 – July 31		—	$	—		—		419,952
August 1 – August 31		94,130		8.01		94,130		325,822
September 1 – September 30		—		—		—		325,822


Total		94,130		8.01		94,130		325,822

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Reserved

Item 5. Other Information

Not applicable

Item 6. Exhibits

Exhibits


	Exhibit 31.1 – Certification of Stewart E. McClure, Jr. pursuant to SEC Rule 13a-14(a)
	Exhibit 31.2 – Certification of William S. Burns pursuant to SEC Rule 13a-14(a)
	Exhibit 32 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101	The following materials from Somerset Hills Bancorp’s Quarterly Report on Form 10-Q for the period ended September 30, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase

101.DEF**	XBRL Taxonomy Extension Definition Linkbase

101.LAB**	XBRL Taxonomy Extension Label Linkbase

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURE

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.


	SOMERSET HILLS BANCORP

Date: November 10, 2011			By: /s/ William S. Burns

		William S. Burns
		Executive Vice President and
		Chief Financial Officer

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