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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 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: 000-52749
 BANCORP OF NEW JERSEY, INC.
  New Jersey
    
    20-8444387(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)1365 Palisade Ave, Fort Lee, New Jersey
    
    07024(Address of principal executive offices)
    
    (Zip Code)
 (201) 944-8600
  þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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##### 



INDEX
 PAGEPart I Financial InformationItem 1.
    
    Financial Statements:Unaudited Consolidated Statements of Financial Condition  June 30, 2008 and
December 31, 2007
    
    
    3Unaudited Consolidated Statements of Operations  Three Months Ended June 30, 2008
and 2007
    
    
    4Unaudited Consolidated Statements of Operations  Six Months Ended June 30, 2008
and 2007
    
    
    5Unaudited Consolidated Statements of Cash Flows  Six Months Ended June 30, 2008
and 2007
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4.
    
    Controls and Procedures
    
    
    27Part II Other InformationItem 1.
    
    Legal Proceedings
    
    
    27Item 1A.
    
    Risk Factors
    
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3.
    
    Defaults Upon Senior Securities
    
    
    27Item 4.
    
    Submission of Matters to a Vote of Securities Holders
    
    
    28Item 5.
    
    Other Information
    
    
    28Item 6.
    
    Exhibits
    
    
    28Signatures
    
    
    29Rule 13a-14(a) Certification of the Principal Executive OfficerRule 13a-14(a) Certification of the Principal Financial OfficerSection 1350 Certifications
  2




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BANCORP OF NEW JERSEY, INC.
 June 30, 2008
    
    
    December 31, 2007ASSETSCash and due from banks
    
    $
    1,382
    
    
    $
    8,481Interest bearing deposits
    
    
    654
    
    
    
    543Federal funds sold
    
    
    16,238
    
    
    
    57,091Total cash and cash equivalents
    
    
    18,274
    
    
    
    66,115Restricted investment in bank stock, at cost
    
    
    346
    
    
    
    328Securities available for sale
    
    
    23,780
    
    
    
    Securities held to maturity (fair value of $2,014
at December 31, 2007)
    
    
    
    
    
    
    1,996Loans receivable
    
    
    206,917
    
    
    
    183,460Deferred loan fees and unamortized costs, net
    
    
    99
    
    
    
    76Less: allowance for loan losses
    
    
    (2,137
    )
    
    
    (1,912
    )Net loans
    
    
    204,879
    
    
    
    181,624Premises and equipment, net
    
    
    8,238
    
    
    
    8,300Accrued interest receivable
    
    
    1,161
    
    
    
    613Other assets
    
    
    1,626
    
    
    
    1,269TOTAL ASSETS
    
    $
    258,304
    
    
    $
    260,245LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIES:Deposits:Non-interest bearing
    
    $
    26,663
    
    
    $
    23,292Savings and interest-bearing transaction accounts
    
    
    65,157
    
    
    
    55,645Time deposits under $100
    
    
    39,334
    
    
    
    41,303Time deposits $100 and over
    
    
    79,423
    
    
    
    92,701Total deposits
    
    
    210,577
    
    
    
    212,941Accrued interest payable and other liabilities
    
    
    1,180
    
    
    
    1,464TOTAL LIABILITIES
    
    
    211,757
    
    
    
    214,405Commitments and contingenciesStockholders equity:Common stock, no par value, authorized 20,000,000
shares; issued and outstanding 5,019,269 shares at
June 30, 2008; and 4,970,090 shares at December
31, 2007
    
    
    46,412
    
    
    
    45,689Retained earnings
    
    
    265
    
    
    
    151Accumulated other comprehensive loss
    
    
    (130
    )
    
    
    TOTAL STOCKHOLDERS EQUITY
    
    
    46,547
    
    
    
    45,840TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    258,304
    
    
    $
    260,245
  3




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BANCORP OF NEW JERSEY, INC.
 For the Three Months Ended June 30,2008
    
    
    2007(In thousands, except per share data)INTEREST INCOMELoans, including fees
    
    $
    3,158
    
    
    $
    2,334Securities
    
    
    229
    
    
    
    54Federal funds sold
    
    
    143
    
    
    
    3TOTAL INTEREST INCOME
    
    
    3,530
    
    
    
    2,391INTEREST EXPENSESavings and money markets
    
    
    305
    
    
    
    459Time deposits
    
    
    1,557
    
    
    
    331Short term borrowings
    
    
    
    
    
    
    113TOTAL INTEREST EXPENSE
    
    
    1,862
    
    
    
    903NET INTEREST INCOME
    
    
    1,668
    
    
    
    1,488Provision for loan losses
    
    
    67
    
    
    
    239NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES
    
    
    1,601
    
    
    
    1,249NONINTEREST INCOME  principally fees and service charges
    
    
    81
    
    
    
    41NONINTEREST EXPENSESalaries and employee benefits
    
    
    817
    
    
    
    531Occupancy and equipment expense
    
    
    275
    
    
    
    174Data processing
    
    
    80
    
    
    
    39Professional fees
    
    
    148
    
    
    
    227Other expenses
    
    
    183
    
    
    
    33TOTAL NONINTEREST EXPENSE
    
    
    1,503
    
    
    
    1,004Income before provision for income taxes
    
    
    179
    
    
    
    286Income tax expense
    
    
    77
    
    
    
    80NET INCOME
    
    $
    102
    
    
    $
    206PER SHARE OF COMMON STOCKBasic earnings
    
    $
    0.02
    
    
    $
    0.04Diluted earnings
    
    $
    0.02
    
    
    $
    0.04
   4




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BANCORP OF NEW JERSEY, INC.
 For the Six Months Ended June 30,2008
    
    
    2007(In thousands, except per share data)INTEREST INCOMELoans, including fees
    
    $
    6,301
    
    
    $
    4,077Securities
    
    
    319
    
    
    
    215Federal funds sold
    
    
    639
    
    
    
    64TOTAL INTEREST INCOME
    
    
    7,259
    
    
    
    4,356INTEREST EXPENSESavings and money markets
    
    
    738
    
    
    
    916Time deposits
    
    
    3,339
    
    
    
    510Short term borrowings
    
    
    
    
    
    
    118TOTAL INTEREST EXPENSE
    
    
    4,077
    
    
    
    1,544NET INTEREST INCOME
    
    
    3,182
    
    
    
    2,812Provision for loan losses
    
    
    225
    
    
    
    628NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES
    
    
    2,957
    
    
    
    2,184NONINTEREST INCOME  principally fees and service charges
    
    
    145
    
    
    
    60NONINTEREST EXPENSESalaries and employee benefits
    
    
    1,658
    
    
    
    1,031Occupancy and equipment expense
    
    
    549
    
    
    
    322Data processing
    
    
    147
    
    
    
    75Professional fees
    
    
    208
    
    
    
    364Other expenses
    
    
    672
    
    
    
    111TOTAL NONINTEREST EXPENSE
    
    
    2,879
    
    
    
    1,903Income before provision for income taxes
    
    
    223
    
    
    
    341Income tax expense
    
    
    109
    
    
    
    107NET INCOME
    
    $
    114
    
    
    $
    234PER SHARE OF COMMON STOCKBasic earnings
    
    $
    0.02
    
    
    $
    0.05Diluted earnings
    
    $
    0.02
    
    
    $
    0.05
   5




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BANCORP OF NEW JERSEY, INC.
 For the Six Months EndedJune 30,2008
    
    
    2007(in thousands)CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    114
    
    
    $
    234Adjustments to reconcile net income to net cash
Provided by (used in) operating activities:Depreciation and amortization
    
    
    170
    
    
    
    69Provision for loan losses
    
    
    225
    
    
    
    628Recognition of stock option expense
    
    
    193
    
    
    
    43Fees earned from mortgage referrals
    
    
    (9
    )
    
    
    Changes in operating assets and liabilities:Increase in accrued interest receivable
    
    
    (548
    )
    
    
    (49
    )Increase in other assets
    
    
    (357
    )
    
    
    (187
    )Decrease in other liabilities
    
    
    (284
    )
    
    
    (371
    )NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
    
    
    (496
    )
    
    
    367CASH FLOWS FROM INVESTING ACTIVITIESPurchases of securities available for sale, net
    
    
    (23,905
    )
    
    
    Purchases of investment in bank stock
    
    
    (18
    )
    
    
    Sales of securities available for sale
    
    
    
    
    
    
    9,560Maturities of securities held to maturity
    
    
    2,000
    
    
    
    Net increase in loans
    
    
    (23,480
    )
    
    
    (60,484
    )Purchases of premises and equipment
    
    
    (108
    )
    
    
    (2,361
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (45,511
    )
    
    
    (53,285
    )CASH FLOWS FROM FINANCING ACTIVITIESNet (decrease)increase in deposits
    
    
    (2,364
    )
    
    
    38,841Increase in federal funds purchased
    
    
    
    
    
    
    7,127Exercise of stock options
    
    
    
    
    
    
    200Exercise of warrants
    
    
    530
    
    
    
    56NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES
    
    
    (1,834
    )
    
    
    46,224Net decrease in cash and cash equivalents
    
    
    (47,841
    )
    
    
    (6,694
    )Cash and cash equivalents, beginning of year
    
    
    66,115
    
    
    
    8,839CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    18,274
    
    
    $
    2,145Cash paid during the period for:Interest
    
    $
    4,149
    
    
    $
    1,403Income taxes
    
    $
    263
    
    
    $
    342
  6




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BANCORP OF NEW JERSEY, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Significant Accounting Policies
 Basis of Financial Statement Presentation
        7




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Organization
  Note 2. Stockholders Equity and related transactions
     Note 3. Benefit Plans and Stock-Based Compensation
 2006 Stock Option Plan
  8




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2007 Director Plan
    9




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Note 4. Earnings Per Share.
 Basic earnings per share
 Diluted earnings per share
  For the Three Months
Ended June 30,(In thousands except per share data)
    
    2008
    
    2007Net income applicable to common stock
    
    $
    102
    
    
    $
    206Weighted average number of common
shares outstanding  basic
    
    
    4,995
    
    
    
    4,826Basic earnings per share
    
    $
    0.02
    
    
    $
    0.04Net income applicable to common stock
    
    $
    102
    
    
    $
    206Weighted average number of common shares
and common share equivalents  diluted
    
    
    5,351
    
    
    
    4,878Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.04
   10




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For the Six Months Ended June 30,(In thousands except per share data)
    
    2008
    
    2007Net income applicable to common stock
    
    $
    114
    
    
    $
    234Weighted average number of common
shares outstanding  basic
    
    
    4,988
    
    
    
    4,816Basic earnings per share
    
    $
    0.02
    
    
    $
    0.05Net income applicable to common stock
    
    $
    114
    
    
    $
    234Weighted average number of common shares
and common share equivalents  diluted
    
    
    5,267
    
    
    
    4,888Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.05
   11




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Note 5. Comprehensive Income
  Six months ended June 30,2008
    
    
    2007Comprehensive IncomeNet income
    
    $
    114
    
    
    $
    234Unrealized holding loss on securities
available for sale, net of taxes of $90
and $15 for 2008 and 2007, respectively
    
    
    (130
    )
    
    
    (39
    )Total comprehensive (loss)income
    
    $
    (16
    )
    
    $
    195
 12




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Note 6. Securities Available for Sale and Investment Securities
  Gross
    
    GrossUnrealized
    
    Unrealized
    
    FairJune 30, 2008
    
    Amortized Cost
    
    Gains
    
    Losses
    
    ValueGovernment Sponsored
Enterprise obligations
    
    $
    24,000
    
    
    $
    13
    
    
    $
    (233
    )
    
    $
    23,780
    Gross
    
    GrossUnrealized
    
    Unrealized
    
    FairDecember 31, 2007
    
    Amortized Cost
    
    Gains
    
    Losses
    
    ValueObligations of U.S. Treasury
    
    $
    1,996
    
    
    $
    18
    
    
    
    
    
    
    $
    2,014
  13




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Note 7. Loans.
  June 30,
    
    
    December 31,2008
    
    
    2007Real estate
    
    $
    136,795
    
    
    $
    123,335Commercial
    
    
    31,891
    
    
    
    27,056Credit lines
    
    
    33,520
    
    
    
    28,133Consumer
    
    
    4,711
    
    
    
    4,936$
    206,917
    
    
    $
    183,460
  14




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Three months ended
    
    
    Three months endedJune 30, 2008
    
    
    June 30, 2007Balance at beginning of period
    
    $
    2,070
    
    
    $
    1,255Provision charged to expense
    
    
    67
    
    
    
    239Loans charged off
    
    
    0
    
    
    
    0Recoveries
    
    
    0
    
    
    
    0Balance at end of period
    
    $
    2,137
    
    
    $
    1,494
 Six months ended
    
    
    Six months endedJune 30, 2008
    
    
    June 30, 2007Balance at beginning of period
    
    $
    1,912
    
    
    $
    866Provision charged to expense
    
    
    225
    
    
    
    628Loans charged off
    
    
    0
    
    
    
    0Recoveries
    
    
    0
    
    
    
    0Balance at end of period
    
    $
    2,137
    
    
    $
    1,494
  15




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Note 8. Guarantees
  Note 9. Fair Value Measurements
    
    
    Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or
liabilities that the reporting entity has the ability to access at the measurement date.
 16




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
    
    Level 2 Inputs Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. These might include
quoted prices for similar assets or liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable for the asset or liability (such as interest rates,
volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived
principally from or corroborated by market data by correlation or other means.
    
    Level 3 Inputs Unobservable inputs for determining the fair values of assets or
liabilities that reflect an entitys own assumptions about the assumptions that market
participants would use in pricing the assets or liabilities.
   17




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Securities Available for Sale
   Level 1
    
    Level 2
    
    Level 3
    
    TotalInputs
    
    Inputs
    
    Inputs
    
    Fair ValueSecurities available for sale
    
    $
    
    
    
    $
    23,780
    
    
    $
    
    
    
    $
    23,780
   18




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Note 10. Recent Accounting Pronouncements
   "
  Note 11. Subsequent Event
  19




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ITEM 2
Managements Discussion and Analysis of
Financial Condition and Results of Operations
  Statements Regarding Forward Looking Information
    20




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Critical Accounting Policies, Judgments and Estimates
  Allowance for Loan Losses
  Deferred Income Taxes
  21




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Results of Operations
 Three Months Ended June 30, 2008 and 2007 and Six Months Ended June 30, 2008 and 2007
  Net Income
    Net Interest Income
   22




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Provision for Loan Losses
  Non-interest Income
  Non-interest Expense
  Income Tax Expense
  FINANCIAL CONDITION
 %.
 23




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Loans
     Loan Quality
    24




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Investment Securities
  Deposits
  Liquidity
    25




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Capital Resources
     MinimumJune 30,
    
    Regulatory2008
    
    RequirementsRisk-Based Capital :Tier 1 Capital Ratio
    
    
    23.17
    %
    
    
    4.0
    %Total Capital Ratio
    
    
    24.24
    %
    
    
    8.0
    %Leverage Ratio
    
    
    17.48
    %
    
    
    8.0
    %
   26




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ITEM 3. Quantitative and Qualitative Disclosures about Market/Interest Risk
  
 ITEM 4. Controls and Procedures
 Evaluation of disclosure controls and procedures.
   Changes in internal controls over financial reporting.
  
 PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A.Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  27




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Item 4. Submission of Matters to a Vote of Securities Holders
  YEAR TERMDIRECTOR NAME
    
    EXPIRES
    
    VOTES FOR
    
    WITHHHELDMichael Bello
    
    
    2009
    
    
    
    3,061,608
    
    
    
    0Jay Blau
    
    
    2009
    
    
    
    3,061,608
    
    
    
    0Albert F. Buzzetti
    
    
    2009
    
    
    
    3,061,608
    
    
    
    0Albert L. Buzzetti
    
    
    2009
    
    
    
    3,061,608
    
    
    
    0Gerald A. Calabrese, Jr.
    
    
    2009
    
    
    
    3,055,998
    
    
    
    5,610Stephen Crevani
    
    
    2009
    
    
    
    3,061,058
    
    
    
    550John K. Daily
    
    
    2010
    
    
    
    3,061,608
    
    
    
    0Armand Leone, Jr
    
    
    2010
    
    
    
    3,061,608
    
    
    
    0Anthony LoConte
    
    
    2010
    
    
    
    3,061,608
    
    
    
    0Carmelo Luppino
    
    
    2010
    
    
    
    3,058,198
    
    
    
    3,410Rosario Luppino
    
    
    2010
    
    
    
    3,057,098
    
    
    
    4,510Howard Mann
    
    
    2010
    
    
    
    3,061,168
    
    
    
    440Josephine Mauro
    
    
    2011
    
    
    
    3,061,168
    
    
    
    440Joel P. Paritz
    
    
    2011
    
    
    
    3,061,058
    
    
    
    550Christopher Shaari
    
    
    2011
    
    
    
    3,061,608
    
    
    
    0Anthony Siniscalchi
    
    
    2011
    
    
    
    3,056,658
    
    
    
    4,950Mark Sokolich
    
    
    2011
    
    
    
    3,055,558
    
    
    
    6,050Diane M. Spinner
    
    
    2011
    
    
    
    3,061,608
    
    
    
    0
  
 Item 5. Other Information
  
 Item 6. Exhibits
  28




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SIGNATURES
  Bancorp of New Jersey, Inc.Date: August 14, 2008
    By:
    /s/ Albert F. BuzzettiAlbert F. BuzzettiPresident and Chief Executive OfficerBy:
    /s/ Michael LeslerMichael LeslerExecutive Vice President and
Chief Financial Officer 29




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EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Rule 13a-14(a) Certification of the Principal Executive Officer31.2
    
    Rule 13a-14(a) Certification of the Principal Financial Officer32
    
    Section 1350 Certifications
 30