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Section 1: 10-K (10-K)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ Annual Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act of 1934
For the fiscal year ended December 31, 2017.
Or
☐ Transition Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act of 1934
For the transition period from ______________ to ______________.
Commission file number: 000-50275
BCB BANCORP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
New Jersey
104-110 Avenue C, Bayonne, New Jersey
(Address of principal executive offices)
26-0065262
(I.R.S. Employer Identification No.)
07002
(Zip Code)
Registrant's telephone number, including area code: (201) 823-0700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, no par value
Name of each exchange on which registered
The NASDAQ Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ☐ NO ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the Registrant was required to submit and post such files).
YES ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
YES ☐ NO ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
Emerging Growth company ☐
Smaller reporting company ☐
Accelerated filer ☒
If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2017, as reported
by the Nasdaq Global Market, was approximately $143.6 million.
As of March 1, 2018, there were 15,055,280 shares of the Registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Proxy Statement for the 2018 Annual Meeting of Stockholders of the Registrant (Part III).
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TABLE OF CONTENTS
Item
ITEM 1.
BUSINESS
ITEM 1A.
RISK FACTORS
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
SELECTED CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
FINANICAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
ITEM 9A.
CONTROLS AND PROCEDURES
ITEM 9B.
OTHER INFORMATION
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16.
FORM 10-K SUMMARY
Page Number
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ITEM 1. BUSINESS
PART I
This report on Form 10-K contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of BCB Bancorp, Inc. and
subsidiaries. This document may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “will,” “would,” “should,” “could,”
“may,” or similar expressions. Although we believe that our plans, intentions and expectations, as reflected in these forward-looking statements are reasonable, we can give no assurance
that these plans, intentions or expectations will be achieved or realized. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results
and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ from those indicated in the forward-looking statements include, among others, those discussed below and under “Risk Factors” in
Part I, Item 1A of this Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this
report. We do not assume any obligation to revise forward-looking statements except as may be required by law.
BCB Bancorp, Inc.
BCB Bancorp, Inc. (individually referred to herein as the “Parent Company” and together with its subsidiary, collectively referred to herein as the “Company”) is a New Jersey
corporation established in 2003, and is the holding company parent of BCB Community Bank (the “Bank;”). The Company has not engaged in any significant business activity other than
owning all of the outstanding common stock of BCB Community Bank. Our executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002. Our telephone number is (800)
680-6872 and our website is www.bcbcommunitybank.com. At December 31, 2017 we had approximately $1.943 billion in consolidated assets, $1.569 billion in deposits and $176.4
million in consolidated stockholders’ equity. The parent company is subject to extensive regulation by the Board of Governors of the Federal Reserve System.
BCB Community Bank
BCB Community Bank opened for business on November 1, 2000 as Bayonne Community Bank, a New Jersey chartered commercial bank. The Bank changed its name from Bayonne
Community Bank to BCB Community Bank in April 2007. At December 31, 2017, the Bank operated through 22 branches in Bayonne, Carteret, Colonia, Edison, Hoboken, Fairfield,
Holmdel, Jersey City, Lodi, Lyndhurst, Monroe Township, Rutherford, South Orange, Union, and Woodbridge, New Jersey, and two branches in Staten Island, New York and through
executive offices located at 104-110 Avenue C and an administrative office located at 591-595 Avenue C, Bayonne, New Jersey 07002. The Bank’s deposit accounts are insured by the
Federal Deposit Insurance Corporation, (the “FDIC”) and the Bank is a member of the Federal Home Loan Bank System.
We are a community-oriented financial institution. Our business is to offer FDIC-insured deposit products and to invest funds held in deposit accounts at the Bank, together with funds
generated from operations, in loans and investment securities. We offer our customers:
(cid:120)
(cid:120)
(cid:120)
loans, including commercial and multi-family real estate loans, one- to four-family mortgage loans, home equity loans, construction loans, consumer loans and
commercial business loans. In recent years the primary growth in our loan portfolio has been in loans secured by commercial real estate and multi-family properties;
FDIC-insured deposit products, including savings and club accounts, interest and non-interest bearing demand accounts, money market accounts, certificates of deposit
and individual retirement accounts; and
retail and commercial banking services including wire transfers, money orders, safe deposit boxes, a night depository, debit cards, online banking, mobile banking, gift
cards, fraud detection (positive pay), and automated teller services.
Recent Events
On September 12, 2017, the Company issued and sold in a public offering an aggregate 3,265,306 shares of our common stock at a public offering price of $12.25 per share. The Shares
were registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-219617) which
became effective on August 10, 2017. On September 19, 2017 the Company’s underwriters exercised, in part, their over-allotment option and purchased an additional 449,796 shares of
our common stock. The net proceeds totaled approximately $42.8 million, after deducting underwriting discounts and commissions and other offering expenses of $2.8 million payable by
us.
On June 7, 2017, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with IA Bancorp, Inc. ("IAB"), providing for, among other things, the
merger of IAB with and into the Company (the "Merger"), with the Company as the surviving entity. The Agreement also provides for the merger of Indus-American Bank, a New Jersey
chartered bank and wholly owned subsidiary of IAB, with and into the Bank, with the Bank as the surviving entity. The Agreement has been unanimously approved by the boards of
directors of each of the Company and IAB.
Subject to the terms and conditions of the Agreement, at the effective time of the Merger (the "Effective Time"), IAB shareholders will have the right to receive, for each share
of IAB common stock, either (i) 0.189 of a share of the Company’s common stock, or (ii) $3.05 in cash, at the election of such holder, subject to adjustment if IAB's tangible common
equity falls below a certain level. All such elections are subject to adjustment on a pro rata basis, so that approximately 20% of the aggregate consideration paid to IAB shareholders will
be cash and approximately 80% will be the Company’s common stock. In addition, the Company is issuing two series of preferred stock in exchange for two outstanding series of IAB
preferred stock. The two series of the Company’s preferred stock will have terms substantially similar to the terms of the two series of IAB preferred stock.
On January 17, 2018, the Company declared a cash dividend of $0.14 per share and was paid to stockholders on February 20, 2018, with a record date of February 5, 2018.
On January 22, 2018, BCB Community Bank opened its newest branch in Maplewood, New Jersey.
Business Strategy
Our business strategy is to operate as a well-capitalized, profitable and independent community-oriented financial institution dedicated to providing the highest quality customer service.
Management’s and the Board of Directors’ extensive knowledge of the markets we serve helps to differentiate us from our competitors. Our business strategy incorporates the following
elements: maintaining a community focus, focusing on profitability, strengthening our balance sheet, concentrating on real estate- based lending, capitalizing on market dynamics,
providing attentive and personalized service, and attracting highly qualified and experienced personnel. These attributes
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coupled with our desire to seek out under-served markets for banking products and services, facilitate our plan to grow our franchise footprint organically and synergistically.
Maintaining a community focus. Our management and Board of Directors have strong ties to the communities we serve. Many members of the management team are New Jersey natives
and are active in the communities we serve through non-profit board membership, local business development organizations, and industry associations. In addition, our board members
are well-established professionals and business leaders in the communities we serve. Management and the Board are interested in making a lasting contribution to these communities, and
they have succeeded in attracting deposits and loans through attentive and personalized service.
Focusing on profitability. The Company intends to continue its growth through opening new branches and acquisitions. While this will serve to expand our geographic footprint, it should
also provide additional sources of liquidity and as new branches mature, increase profitability. Management continues to be committed to managing and controlling our non-interest
expenses to improve our efficiency ratio, and to remain as a well-capitalized institution.
Strengthening our balance sheet. For the year ended December 31, 2017, our return on average equity was 7.02% and our return on average assets was 0.55%. Our earnings per diluted
share was $0.75 for the year ended December 31, 2017 compared to $0.63 for the year ended December 31, 2016. Management remains committed to strengthening the Bank’s statements
of financial condition and maintaining profitability by diversifying the products, pricing and services we offer. As a result of our efforts, total past due loans (greater than 90 days) have
decreased from $14.8 million at December 31, 2012 to $5.02 million at December 31, 2017, while gross loans increased from $936.2 million at December 31, 2012 to $1.7 billion at
December 31, 2017.
Concentrating on real estate-based lending. A primary focus of our business strategy is to originate loans secured by commercial and multi-family properties. Such loans generally
provide higher returns than loans secured by one- to four-family properties. As a result of our underwriting practices, including debt service requirements for commercial real estate and
multi-family loans, management believes that such loans offer us an opportunity to obtain higher returns without a measurable increased level of risk.
Capitalizing on market dynamics. The consolidation of the banking industry in northeast New Jersey has provided a unique opportunity for a customer-focused banking institution, such as
the Bank. We believe our local roots and community focus provide the Bank with an opportunity to capitalize on the consolidation in our market area. This consolidation has moved
decision making away from local, community-based banks to much larger banks headquartered outside of New Jersey. We believe our local roots and community focus provide the Bank
with an opportunity to capitalize on the consolidation in our market area.
Providing attentive and personalized service. Management believes that providing attentive and personalized service is the key to gaining deposit and loan relationships in the markets we
serve and their surrounding communities. Since we began operations, our branches have been open seven days a week.
Attracting highly experienced and qualified personnel. An important part of our strategy is to hire bankers who have prior experience in the markets we serve, as well as pre-existing
business relationships. Our management team averages over 20 years of banking experience, while our lenders and branch personnel have significant experience at community banks and
regional banks throughout the region. Management believes that its knowledge of these markets has been a critical element in the success of the Bank. Management’s extensive
knowledge of the local communities has allowed us to develop and implement a highly focused and disciplined approach to lending, and has enabled the Bank to attract a high percentage
of low cost deposits.
Our Market Area
We are located in Bayonne, Jersey City and Hoboken in Hudson County, Carteret, Colonia, Edison, Monroe Township and Woodbridge in Middlesex County, Lodi, Lyndhurst, and
Rutherford in Bergen County and Fairfield, Maplewood, and South Orange in Essex County, Holmdel in Monmouth County, and Union in Union County, New Jersey. The Bank also
operates two branches in Staten Island, New York. The Bank’s locations are easily accessible and provide convenient services to businesses and individuals throughout our market area.
These areas are all considered “bedroom” or “commuter” communities to Manhattan. Our market area is well-served by a network of arterial roadways, including Route 440 and the New
Jersey Turnpike.
Our market area has a high level of commercial business activity. Businesses are concentrated in the service sector and retail trade areas. Major employers in our market area include
certain medical centers and local boards of education.
Competition
The banking industry in northeast New Jersey and New York City is extremely competitive. We compete for deposits and loans with existing New Jersey and out-of-state financial
institutions that have longer operating histories, larger capital reserves and more established customer bases. Our competition includes large financial services companies and other
entities, in addition to traditional banking institutions, such as savings and loan associations, savings banks, commercial banks and credit unions. Our larger competitors have a greater
ability to finance wide-ranging advertising campaigns through greater capital resources. Our marketing efforts depend heavily upon referrals from officers, directors, stockholders,
advertising in local media and through a social media presence. We compete for business principally on the basis of personal service to customers, customer access to our business
development and other officers and directors, and competitive interest rates and fees.
In the financial services industry in recent years, intense market demands, technological and regulatory changes, and economic pressures have eroded industry classifications that were
once clearly defined. Banks have diversified their services, competitively priced their deposit products and become more cost-effective as a result of competition with each other and with
new types of financial service companies, including non-banking competitors. Some of these market dynamics have resulted in a number of new bank and non-bank competitors,
increased merger activity, and increased customer awareness of product and service differences among competitors.
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Lending Activities
Analysis of Loan Portfolio. Set forth below is selected data relating to the composition of our loan portfolio by type of loan as a percentage of the respective portfolio.
2017
2016
At December 31,
2015
2014
2013
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
(Dollars in Thousands)
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Acquired loans recorded at fair
value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Acquired loans with deteriorated
credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
$
$
182,544
1,213,390
50,497
66,775
38,725
1,183
1,553,114
10.98 %
72.97
3.04
4.02
2.33
0.07
93.41
142,081
1,056,806
70,867
63,444
32,417
1,269
1,366,884
$
9.44 %
70.26
4.71
4.22
2.15
0.08
90.86
117,165
982,828
64,008
70,340
31,237
2,365
1,267,943
47,808
46,609
-
4,057
8,955
122
107,551
1,413
731
-
-
-
-
2,144
2.88
2.80
-
0.24
0.54
0.01
6.47
0.08
0.04
-
-
-
-
0.12
56,310
60,422
-
4,460
13,877
225
135,294
1,443
753
-
-
-
-
2,196
3.74
4.02
-
0.30
0.92
0.01
8.99
0.10
0.05
-
-
-
-
0.15
67,587
79,308
-
4,281
18,851
263
170,290
1,474
669
-
167
71
-
2,381
$
8.13 %
68.23
4.44
4.88
2.17
0.16
88.01
4.69
5.51
-
0.30
1.31
0.02
11.83
0.10
0.05
-
0.01
0.00
-
0.16
124,642
732,791
73,497
54,244
30,175
2,178
1,017,527
$
10.16 %
59.74
5.99
4.42
2.46
0.18
82.95
81,051
95,191
-
6,381
22,698
652
205,973
1,595
1,130
-
369
82
-
3,176
6.61
7.76
-
0.52
1.85
0.05
16.79
0.13
0.09
-
0.03
0.01
-
0.26
97,581
549,918
37,307
52,659
28,660
553
766,678
100,612
126,123
200
10,478
27,313
919
265,645
2,141
2,081
-
371
90
-
4,683
9.41 %
53.03
3.60
5.08
2.76
0.05
73.93
9.71
12.16
0.02
1.01
2.63
0.09
25.62
0.21
0.20
-
0.03
0.01
-
0.45
Total Loans
1,662,809
100.00 % 1,504,374
100.00 % 1,440,614
100.00 %
1,226,676
100.00 % 1,037,006
100.00 %
Less:
Deferred loan fees, net
Allowance for loan losses
Total loans, net
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
1,757
17,375
$
1,643,677
2,006
17,209
$
1,485,159
2,454
18,042
$
1,420,118
2,675
16,151
$
1,207,850
2,300
14,342
$
1,020,364
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Loan Maturities. The following table sets forth the contractual maturity of our loan portfolio at December 31, 2017. The amount shown represents outstanding principal balances.
Demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts are reported as being due in one year or less. The table does not include prepayments
or scheduled principal repayments.
One- to four-family
Construction
Commercial business(1)
Commercial and multi-family
Home equity(2)
Consumer
Total amount due
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Due within 1 Year
Due after 1 through
5 Years
Due After 5 Years
Total
(In Thousands)
$
734 $
7,980 $
223,051 $
30,504
18,568
24,038
2,232
402
12,097
21,436
78,489
10,034
179
7,896
30,828
1,158,203
35,414
724
231,765
50,497
70,832
1,260,730
47,680
1,305
$
76,478 $
130,215 $
1,456,116 $
1,662,809
Loans with Fixed or Floating or Adjustable Rates of Interest. The following table sets forth the dollar amount of all loans at December 31, 2017 that are due after December 31, 2018, and
have fixed interest rates and that have floating or adjustable interest rates.
One- to four-family
Construction
Commercial business(1)
Commercial and multi-family
Home equity(2)
Consumer
Total amount due
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Fixed Rates
Floating or Adjustable
Rates
(In Thousands)
Total
133,377 $
97,654 $
3,152
7,982
152,570
21,944
774
16,841
44,282
1,084,122
23,504
129
319,799 $
1,266,532 $
231,031
19,993
52,264
1,236,692
45,448
903
1,586,331
$
$
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Commercial and Multi-family Real Estate Loans. Commercial real estate loans are secured by improved property such as office buildings, mixed use buildings retail stores, shopping
centers, warehouses, and other non-residential buildings. Loans secured by multi-family residential units are properties consisting of five or more residential units. The Bank offers fully
amortizing loans on commercial and multi-family properties at loan amounts up to 75% of the appraised value of the property. Commercial and multi-family real estate loans are generally
made at rates that adjust above the five year Federal Home Loan Bank of New York interest rate, with terms of up to 30 years. The Bank also offers balloon loans with fixed interest rates
which generally mature in three to five years with amortization periods up to 30 years. As of December 31, 2017, the Bank’s largest commercial real estate loan had an outstanding
principal balance of $19.2 million. This loan is secured by an 18 Hole Golf Course/Country Club & Banquet Hall located in Farmingdale, NY. This loan is performing in accordance with
its terms at December 31, 2017.
Loans secured by commercial and multi-family real estate are generally larger and involve a greater degree of risk than one-to-four family residential mortgage loans. The borrower’s
creditworthiness and the feasibility and cash flow potential of the project is of primary concern in commercial and multi-family real estate lending. Loans secured by owner occupied
properties are generally larger and involve greater risks than one-to-four family residential and non-owner occupied commercial mortgage loans because payments on loans secured by
owner occupied properties are often dependent on the successful operation or management of the business. The Bank intends to continue emphasizing the origination of loans secured by
commercial real estate and multi-family properties.
Construction Loans. The Bank offers loans to finance the construction of various types of commercial and residential properties. Construction loans to builders generally are offered with
terms of up to thirty months and interest rates tied to the prime rate plus a margin. These loans generally are offered as adjustable rate loans. The Bank will originate construction loans to
customers provided all necessary plans and permits are in order. Construction loan funds are disbursed as the project progresses. The Bank also offers construction loans that convert to a
permanent mortgage on the property upon completion of the construction and adherence to conditions established at the time the construction loan was first approved. Terms of such
permanent mortgage loans are similar to other mortgage loans secured by similar properties, with the interest rate established at the time of conversion. As of December 31, 2017, the
Bank’s largest construction loan has a borrowing capacity of $17.8 million, of which $2.2 million has been disbursed. This loan is performing in accordance with its terms at December
31, 2017.
Construction financing is generally considered to involve a higher degree of risk than commercial real estate loans or one-to-four family residential lending. To mitigate these risks the
Bank will obtain a plan and cost review from a third party vendor to review the proposed construction budget in an effort to avoid cost overruns. The Bank also obtains multiple appraised
values based upon various possible outcomes of the project. These values include “As Is,” “As Completed,” “As a Rental,” “As Sellout,” and “As a Bulk Sale”.
Commercial Business Loans. The Bank offers a variety of commercial business loans in forms of either lines of credit or term loans that are fully amortized. Lines of credit are typically
utilized for working capital purposes. These loans are either revolving or non-revolving and provide loan terms between one to three years. The re-payment is generally interest only and
the interest rate is adjustable based upon, the Prime Rate. Term loans are typically for purchasing a business or equipment for a business. Term loans have loan terms between five to
twenty-five years and are fully amortizing. The interest rate is adjustable and tied to the five year Federal Home Loan Bank of New York rate. Commercial business loans are underwritten
on the basis of the borrower’s ability to service such debt from income. These loans are generally made to small and mid-sized companies located within the Bank’s primary and
secondary lending areas. A commercial business loan may be secured by equipment, accounts receivable, inventory, chattel or other assets. As of December 31, 2017, the Bank’s largest
commercial business loan is a revolving line of credit to a school district in Hudson County, NJ secured by plant, equipment and accounts receivable. The borrowing capacity is $15.0
million, of which no dollars have been dispersed. This loan is performing in accordance with its terms at December 31, 2017.
Commercial business loans generally have higher rates and shorter terms than one to four family residential loans, but they may also involve higher average balances and a higher risk of
default since their repayment generally depends on the successful operation of the borrower’s business.
SBA Lending. The Bank offers qualifying business loans guaranteed by the U.S. Small Business Administration (“SBA”). To qualify the borrower may have low capitalization,
inexperience in the industry, or a specialized industry or other unusual risks. As of December 31, 2017, the Bank’s largest SBA loan is secured by a 4-story hotel building located in
Brooklyn, New York. The borrowing capacity is $6.0 million, of which $5.7 million has been dispersed. This loan had been performing in accordance with its terms, however, it had been
30 days delinquent as of December 31, 2017.
Residential Lending. Residential loans are secured by one-to-four family dwellings, condominiums and cooperative units. Residential mortgage loans are secured by properties located in
our primary lending areas of Bergen, Essex, Middlesex, Hudson, Monmouth and Richmond Counties; adjoining counties are considered as our secondary lending areas. We generally
originate residential mortgage loans up to 80% loan-to-value at a maximum loan amount of $1.5 million and 75% loan-to-value at a maximum loan amount of $3.0 million for primary
residences. Loan-to-value is based on the lesser of the appraised value or the purchase price without the requirement of private mortgage insurance. We will originate loans with loan-
to-value ratios up to 90%, provided the borrower obtains private mortgage insurance approval. We originate both fixed rate and adjustable rate residential loans with a term of up to 30
years. We offer 15, 20, and 30 year fixed, 15/30 year balloon and 3/1, 5/1, 7/1 and 10/1 adjustable rate loans with payments being calculated to include principal, interest, taxes and
insurance. The 3/1 and 5/1 adjustable rate loans are qualified at 2% above the start rate; all other loans are qualified at the start rate. We have a number of correspondent relationships with
third party lenders in which we deliver closed first mortgage loans. Our correspondent banking relationships allow us to offer customers competitive long term fixed rate and adjustable
rate loans we could not otherwise originate, while providing the Bank a source of fee income. During 2017, we originated for sale approximately $25.8 million in residential loans and
recognized gains of approximately $589,000 from the sale of such loans.
Home Equity Loans and Home Equity Lines of Credit. The Bank offers home equity loans and lines of credit that are secured by either the borrower’s primary residence, a secondary
residence or an investment. Our home equity loans can be structured as loans that are disbursed in full at closing or as lines of credit. Home equity lines of credit are offered with terms up
to 30 years. Virtually all of our home equity loans are originated with fixed rates of interest and home equity lines of credit are originated with adjustable interest rates tied to the prime
rate. Home equity loans and lines of credit are underwritten under the same criteria that we use to underwrite one to four family residential loans. Home equity lines of credit may be
underwritten with a loan-to-value ratio of up to 80% in a first lien position. At December 31, 2017, the outstanding balances of home equity loans and lines of credit totaled $47.7 million,
or 2.87% of total loans.
Consumer Loans. The Bank makes secured Passbook, Automobile and occasionally unsecured consumer loans. Consumer loans generally have terms between one and five years. They
generally are made on a fixed rate basis, fully-amortizing.
Loan Approval Authority and Underwriting. The Bank’s Lending Policy has established lending limits for executive management. The President or the Chief Lending Officer, together
with two Credit Officers, have authority to approve loan requests up to $1.5 million. Loan requests in excess of $1.5 million shall be presented to the Bank’s Board of Directors Loan
Committee, which shall be comprised of a quorum of the Bank’s Board of Directors. Loan requests in excess of $2.0 million must be ratified by the entire Bank Board of Directors.
Upon receipt of a completed loan application including all appropriate financial information from a prospective borrower, the Bank will conduct its due diligence analysis. Property
valuations or appraisals are required for all real estate collateralized loans. Appraisals are prepared by a state certified independent appraiser approved by the Bank Board of Directors.
5
Table of Contents
Loan Commitments. Written commitments are given to prospective borrowers on all approved loans. Generally, we honor commitments for up to 60 days from the date of issuance. At
December 31, 2017, our outstanding loan origination commitments totaled $139.5 million, standby letters of credit totaled $2.7 million, undisbursed construction funds totaled $50.0
million and undisbursed lines of credit funds totaled $70.0 million.
Loan Delinquencies. Notices of nonpayment are generated to borrowers once the loan account(s) becomes either 10 or 15 days past due, as specified in the applicable promissory note. A
nonresponsive borrower will receive collection calls and a site visit from a bank representative in addition to follow-up delinquency notices. If such payment is not received after 60 days,
a notice of right to cure default is sent to the borrower providing 30 additional days to bring the loan current before foreclosure or other remedies are commenced. The Bank utilizes
various reporting tools to closely monitor the performance and asset quality of the loan portfolio. The Bank complies with all federal, state and local laws regarding collection of its
delinquent accounts.
Non-Accrual Status. Loans are placed on a non-accrual status when the loan becomes more than 90 days delinquent or when, in our opinion, the collection of payment is doubtful. Once
placed on non-accrual status, the accrual of interest income is discontinued until the loan has been returned to normal accrual. At December 31, 2017, the Bank had $13.0 million in non-
accruing loans. The largest exposure of non-performing loans was a commercial real estate loan with an outstanding principal balance of $2.9 million fully collateralized by a retail strip
mall. It is a troubled debt restructured loan that was performing in accordance with its modified terms at December 31, 2017.
Impairment Status. A loan is considered impaired when it is probable the borrower will not repay the loan according to the original contractual terms of the loan agreement. Impaired
loans can be loans which are more than 90 days delinquent, troubled debt restructured, part of our special residential program, in the process of foreclosure, or a forced Bankruptcy plan.
We have determined that first mortgage loans on one- to four-family properties and all consumer loans represent large groups of smaller-balance homogeneous loans that are collectively
evaluated. Additionally, we have determined that an insignificant delay (less than 90 days) will not cause a loan to be classified as impaired if we expect to collect all amounts due
including interest accrued at the contractual interest rate for the period of delay. We independently evaluate all loans identified as impaired. We estimate credit losses on impaired loans
based on the present value of expected cash flows or the fair value of the underlying collateral if the loan repayment will be derived from the sale or operation of such collateral. Impaired
loans, or portions of such loans, are charged off when we determine a realized loss has occurred. Until such time, an allowance for loan losses is maintained for estimated losses. Cash
receipts on impaired loans are applied first to accrued interest receivable unless otherwise required by the loan terms, except when an impaired loan is also a nonaccrual loan, in which
case the portion of the receipts related to interest is applied to principal. At December 31, 2017, we had 113 loans with unpaid principal balances totaling $41.2 million which are
classified as impaired and on which loan loss allowances totaling $2.0 million have been established. During 2017, interest income of $1.3 million was recognized on impaired loans
during the time of impairment.
Troubled Debt Restructuring. A troubled debt restructuring (“TDR”) is a loan that has been modified whereby the Bank has agreed to make certain concessions to a borrower to meet the
needs of both the borrower and the Bank to maximize the ultimate recovery of a loan. TDR occurs when a borrower is experiencing, or is expected to experience, financial difficulties and
the loan is modified using a modification that would otherwise not be granted to the borrower. The types of concessions granted generally included, but not limited to, interest rate
reductions, limitations on the accrued interest charged, term extensions, and deferment of principal. The total troubled debt restructured loans were $28.5 million and $27.6 million at
December 31, 2017 and December 31, 2016, respectively.
The Bank had allocated $666,000 and $2.0 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31, 2017 and
December 31, 2016, respectively. There were no unfunded commitments to lend additional amounts to customers with outstanding loans that were classified as troubled debt
restructurings at December 31, 2017.
If management determines that the value of the modified loan is less than the recorded investment in the loan, impairment is recognized by segment or class of loan, as applicable, through
an allowance estimate or charge-off to the allowance. This process is used, regardless of loan type, and for loans modified as TDRs that subsequently default on their modified terms.
6
Table of Contents
The following tables set forth delinquencies in our loan portfolio as of the dates indicated:
At December 31, 2017
At December 31, 2016
60-90 Days
Greater than 90 Days
60-90 Days
Greater than 90 Days
Number
Principal
Number
Principal
Number
Principal
Number
Principal
of
Loans
Balance
of Loans
of
Loans
Balance
of Loans
of
Loans
Balance
of Loans
of
Loans
Balance
of Loans
(Dollars in Thousands)
6 $
1,983
10 $
4,011
6 $
1,478
19 $
5,027
0
6
2
14
3
-
17 $
-
539
887
3,409
640
-
4,049
-
6
3
19
6
-
25 $
-
51
850
4,912
103
-
5,015
-
3
3
12
1
-
13 $
-
350
1,210
3,038
69
-
3,107
-
9
9
37
7
1
45 $
-
280
5,919
11,226
315
6
11,547
Real estate mortgage:
One-to-four family residential
Construction
Home equity
Commercial and multi-family
Total
Commercial business
Consumer
Total delinquent loans
Delinquent loans to total loans
0.24 %
0.30 %
0.21 %
0.77 %
At December 31, 2015
At December 31, 2014
60-90 Days
Greater than 90 Days
60-90 Days
Greater than 90 Days
Number
Principal
Number
Principal
Number
Principal
Number
Principal
of
Loans
Balance
of Loans
of
Loans
Balance
of Loans
of
Loans
Balance
of Loans
of
Loans
Balance
of Loans
(Dollars in Thousands)
4
1
4
11
20
-
-
$
1,097
21
$
5,089
12
$
4,096
10
$
2,303
80
333
4,675
6,185
-
-
-
9
18
48
10
-
-
816
7,760
13,665
851
-
-
5
6
23
2
1
-
552
1,815
6,463
748
9
-
7
8
25
2
-
-
216
3,712
6,231
391
-
20
$
6,185
58
$
14,516
26
$
7,220
27
$
6,622
Real estate mortgage:
One-to-four family residential
Construction
Home equity
Commercial and multi-family
Total
Commercial business
Consumer
Total delinquent loans
Delinquent loans to total loans
0.43 %
1.01 %
0.59 %
0.54 %
7
Table of Contents
Real estate mortgage:
One-to-four family residential
Construction
Home equity
Commercial and multi-family
Total
Commercial business
Consumer
Total delinquent loans
Delinquent loans to total loans
At December 31, 2013
60-90 Days
Greater Than 90 Days
Number
of Loans
Principal
Balance
of Loans
Number
of Loans
(Dollars in Thousands)
Principal
Balance
of Loans
10
-
2
7
19
-
1
20
$
2,787
-
175
2,882
5,844
-
2
$
5,846
11
-
2
12
25
2
-
27
$
$
2,148
-
176
4,352
6,676
290
-
6,966
0.56 %
0.67 %
8
Table of Contents
The table below sets forth the amounts and categories of non-performing assets in the Bank’s loan portfolio. Loans are placed on non-accrual status when delinquent more than 90 days or
when the collection of principal and/or interest become doubtful. Foreclosed assets include assets acquired in settlement of loans.
Non-accruing loans:
One-to four-family residential
$
4,917
$
7,122
$
8,195
$
7,679
$
4,829
2017
2016
2015
2014
2013
(Dollars in Thousands)
At December 31,
Construction
Home equity
Commercial and multi-family
Commercial business
Consumer
Total
Accruing loans delinquent more than 90 days:
One-to four-family residential
Construction
Home equity
Commercial and multi-family
Commercial business
Consumer
Total
Total non-performing loans
Foreclosed assets
-
208
7,612
299
-
-
1,179
6,619
726
6
13,036
15,652
315
-
-
-
-
-
-
-
-
2,827
-
-
315
2,827
-
1,560
12,807
885
-
23,447
-
-
-
-
-
-
-
-
943
10,355
627
-
19,604
-
-
-
-
-
-
-
521
1,203
11,733
2,279
-
20,565
-
-
-
-
-
-
-
13,351
532
18,479
3,525
23,447
1,564
19,604
3,485
20,565
2,227
Total non-performing assets
$
13,883
$
22,004
$
25,011
$
23,089
$ 22,792
Total non-performing assets as a percentage of total assets
0.71 %
1.29 %
Total non-performing loans as a percentage of total loans
0.80 %
1.23 %
1.55 %
1.63 %
1.77 %
1.89 %
1.60 %
1.98 %
There were $28.5 million of troubled debt restructured loans at December 31, 2017, of which $20.1 million were classified as accruing and $8.4 million were classified as non-accrual.
For the year ended December 31, 2017, gross interest income which would have been recorded had our non-accruing loans been current in accordance with their original terms amounted
to $919,000. We received and recorded $622,000 in interest income for such loans for the year ended December 31, 2017.
9
Table of Contents
Criticized and Classified Loans. The Bank’s Lending Policy contains an internal rating system which evaluates the overall risk of a problem loan. When a loan is classified and
determined to be impaired, the Bank may establish specific allowances for loan losses. General allowances represent loss allowances which have been established to recognize the inherent
risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. A portion of general loss allowances established to
cover possible losses related to assets classified as substandard or doubtful may be included in determining our regulatory capital. Specific valuation allowances for loan losses generally
do not qualify as regulatory capital. At December 31, 2017, the Bank reported $21.7 million in classified assets. The loans classified are represented by loans secured either by one-to-four
family or commercial real estate.
The Bank’s internal classification system is defined by risk rating grades in accordance with guidance offered by the banking regulatory agencies. The grades of excellent, good,
satisfactory and bankable with care (1-5 rating) are considered as a “pass” rating. The “criticized” risk rating (6) and the “classified” risk rating of (7-9 rating) are detailed below.
6 – Special Mention- Loans currently performing but with potential weaknesses including adverse trends in borrower’s operations, credit quality, financial strength, or possible collateral
deficiency.
7 – Substandard- Loans that are inadequately protected by current sound worth, paying capacity, and collateral support. Loans on “nonaccrual” status. The loan needs special and
corrective attention.
8 – Doubtful- Weaknesses in credit quality and collateral support make full collection improbable, but pending reasonable factors remain sufficient to defer the loss status.
9 – Loss- Continuance as a bankable asset is not warranted. However, this does not preclude future attempts of recovery.
Effective January 2015, the Bank revised its risk rating scale expanding the grades to a one to nine scale. Grades one through five will be a considered a pass grade where as a six is
considered criticized and seven through nine will be considered a classified grade. The grades are determined through the uses of a qualitative matrix taking into account various
characteristics of the loan such as quality of management, principals’/guarantors’ character, balance sheet strength, collateral quality, cash flow coverage, position within the industry, loan
structure and documentation.
Allowances for Loan Losses. A provision for loan losses is charged to operations based on management’s evaluation of the losses that may be incurred in our loan portfolio. In addition,
our determination of the amount of the allowance for loan losses is subject to review by the New Jersey Department of Banking and Insurance and the FDIC, as part of their examination
process. After a review of the information available, our regulators might require the establishment of an additional allowance. Any increase in the loan loss allowance required by
regulators would have a negative impact on our earnings. Management reviews the adequacy of the allowance on at least a quarterly basis to ensure that the provision for loan losses has
been charged against earnings in an amount necessary to maintain the allowance at a level that is adequate based on management’s assessment of probable estimated losses. The Bank’s
methodology for assessing the adequacy of the allowance for loan losses consists of several key elements. These elements include a general allocated allowance for non-impaired loans, a
specific allowance for impaired loans, and an unallocated portion.
The Bank consistently applies the following comprehensive methodology. During the quarterly review of the allowance for loan losses, the Bank considers a variety of factors that
include:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
General economic conditions.
Trends in charge-offs.
Trends and levels of delinquent loans.
Trends and levels of non-performing loans, including loans over 90 days delinquent.
Trends in volume and terms of loans.
Levels of allowance for specific classified loans.
Credit concentrations.
The methodology includes the segregation of the loan portfolio into two divisions of performing loans and loans determined to be impaired. Loans which are performing are evaluated
homogeneously by loan class or loan type. The allowance for performing loans is evaluated based on historical loan experience, including consideration of peer loss analysis, with an
adjustment for qualitative factors due to economic conditions in the market. Impaired loans can be loans which are more than 90 days delinquent, troubled debt restructured, part of our
special residential program, in the process of foreclosure, or a forced Bankruptcy plan. These loans are individually evaluated for loan loss either by current appraisal, estimated economic
factor, or net present value. Management reviews the overall estimate for feasibility and bases the loan loss provision accordingly. As of December 31, 2017, non-accrual loans differed
from the amount of total loans past due greater than 90 days due to troubled debt restructurings of loans which are maintained on non-accrual status for a minimum of six months until the
borrower has demonstrated their ability to satisfy the terms of the restructured loan. The Bank also maintains an unallocated allowance. The unallocated allowance is used to cover any
factors or conditions which may cause a potential loan loss but are not specifically identifiable. It is prudent to maintain an unallocated portion of the allowance because no matter how
detailed an analysis of potential loan losses is performed, these estimates lack some element of precision. Management must make estimates using assumptions and information that is
often subjective and subject to change.
10
Table of Contents
The following table sets forth an analysis of the Bank’s allowance for loan losses.
Balance at beginning of year
$
17,209
$
18,042
$
16,151
$ 14,342
$ 12,363
2017
2016
2015
2014
2013
Years Ended December 31,
(Dollars in Thousands)
Charge-offs:
One- to four-family residential
Construction
Commercial business(1)
Commercial and multi-family
Home equity(2)
Consumer
Total charge-offs
Recoveries
Net charge-offs
Provisions charge to operations
Ending balance
336
-
1,553
190
54
11
2,144
200
1,944
2,110
459
-
163
405
54
-
1,081
221
860
27
67
-
279
10
106
-
462
73
389
2,280
$
17,375
$
17,209
$
18,042
28
-
208
1,143
56
2
1,437
446
991
40
132
374
123
302
-
971
200
771
2,800
$ 16,151
2,750
$ 14,342
Ratio of non-performing assets to total assets at the end of year
A l l o w a n c e f o r l o a n l o s s e s a s a p e r c e n t o f t o t a l l o a n s
outstanding
Ratio of net charge-offs during the year to total loans outstanding at end of the year
0.71 %
1.05 %
0.12 %
1.29 %
1.14 %
1.55 %
1.25 %
1.77 %
1.32 %
1.89 %
1.38 %
0.06 %
0.03 %
0.08 %
0.09 %
Ratio of net charge-offs during the year to non-performing loans
14.91 %
4.65 %
1.66 %
5.06 %
3.75 %
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
11
Table of Contents
Allocation of the Allowance for Loan Losses. The following table illustrates the allocation of the allowance for loan losses for each category of loan. The allocation of the allowance to
each category is not necessarily indicative of future loss in any particular category and does not restrict our use of the allowance to absorb losses in other loan categories.
2017
2016
December 31,
2015
2014
2013
Percent of
Loans in
each
Category
in Total
Loans
Amount
Percent of
Loans in
each
Category
in Total
Loans
Percent of
Loans in
each
Category
in Total
Loans
Percent of
Loans in
each
Category
in Total
Loans
Amount
Percent of
Loans in
each
Category
in Total
Loans
Amount
Amount
Amount
(Dollars in Thousands)
Originated loans:
Residential one-to-four family
$
2,368
10.98 % $
2,098
9.44 % $
2,107
11.68 % $
2,364
10.16 % $
1,729
Commercial and Multi-family
11,656
72.97 %
10,621
70.26 %
11,643
64.53 %
518
2,018
338
6
177
3.04 %
4.02 %
2.33 %
0.07 %
-%
736
3,079
374
2
69
4.71 %
4.22 %
2.15 %
0.08 %
-%
722
1,749
369
879
168
4.00 %
9.69 %
2.05 %
4.87 %
0.93 %
10,028
1,080
876
333
449
121
59.74 %
5.99 %
4.42 %
2.46 %
0.18 %
-%
7,419
700
1,295
363
3
83
9.41 %
53.03 %
3.60 %
5.08 %
2.76 %
0.05 %
-%
Construction
Commercial business(1)
Home equity(2)
Consumer
Unallocated
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
$
242
2.88 % $
170
3.74 % $
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Unallocated
Sub-total
Acquired loans with deteriorated credit:
Residential one-to-four family
$
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Unallocated
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$ 17,081
93.41 % $
16,979
90.86 % $ 17,637
97.75 % $ 15,251
82.95 % $ 11,592
73.93 %
-
-
-
-
-
-
2.80 %
-%
0.24 %
0.54 %
0.01 %
-%
-
-
-
4
-
-
4.02 %
-%
0.30 %
0.92 %
-%
-%
270
17
-
-
50
-
-
1.50 % $
0.09 %
-%
-%
0.28 %
-%
-%
417
102
-
-
58
-
-
6.61 % $
832
7.76 %
-%
0.52 %
1.85 %
0.05 %
-%
1,744
1
44
129
-
-
9.71 %
12.16 %
0.02 %
1.01 %
2.63 %
0.09 %
-%
$
242
6.47 % $
174
8.98 % $
337
1.87 % $
577
16.79 % $
2,750
25.62 %
40
12
-
-
-
-
-
0.08 % $
0.04 %
-%
-%
-%
-%
-%
43
13
-
-
-
-
-
0.10 % $
0.05 %
-%
-%
-%
-%
-%
47
14
-
4
3
-
-
0.26 % $
0.08 %
-%
0.02 %
0.02 %
-%
-%
64
23
-
233
3
-
-
0.13 % $
0.09 %
-%
0.03 %
0.01 %
-%
-%
-
-
-
-
-
-
-
-
0.21 %
0.20 %
-%
0.04 %
0.01 %
-%
-%
0.46 %
$
52
0.12 % $
56
0.15 % $
68
0.38 % $
323
0.26 % $
$ 17,375
100.00 % $
17,209
99.99 % $ 18,042
100.00 % $ 16,151
100.00 % $ 14,342
100.01 %
12
Table of Contents
Investment Activities
Investment Securities. We are required under federal regulations to maintain a minimum amount of liquid assets that may be invested in specified short-term securities and certain other
investments. The level of liquid assets varies depending upon several factors, including: (i) the yields on investment alternatives, (ii) our judgment as to the attractiveness of the yields then
available in relation to other opportunities, (iii) expectation of future yield levels, and (iv) our projections as to the short-term demand for funds to be used in loan origination and other
activities. Investment securities, including mortgage-backed securities, are classified at the time of purchase, based upon management’s intentions and abilities, as securities held-to-
maturity or securities available for sale. Debt securities acquired with the intent and ability to hold to maturity are classified as held-to-maturity and are stated at cost and adjusted for
amortization of premium and accretion of discount, which are computed using the level yield method and recognized as adjustments of interest income. All other debt and equity securities
are classified as available for sale to serve principally as a source of liquidity.
As of December 31, 2017, there were no securities classified as held-to-maturity. We had $122.6 million in securities classified as available for sale, and no securities classified as trading.
Securities classified as available for sale were reported for financial reporting purposes at the fair value with net changes in the fair value from period to period included as a separate
component of stockholders’ equity, net of income taxes. Changes in the fair value of securities classified as held-to-maturity or available for sale do not affect our income, unless we
determine there to be an other-than-temporary impairment for those securities in an unrealized loss position. As of December 31, 2017, management concluded that all unrealized losses
were temporary in nature since they were related to interest rate fluctuations rather than any underlying credit quality of the issuers. Additionally, the Bank has no plans to sell these
securities and has concluded that it is unlikely it would have to sell these securities prior to the anticipated recovery of the unrealized losses.
As of December 31, 2017, our investment policy allowed investments in instruments such as: (i) U.S. Treasury obligations; (ii) U.S. federal agency or federally sponsored enterprise
obligations; (iii) mortgage-backed securities; (iv) municipal obligations, (v) equity securities (preferred stock); and (vi) certificates of deposit. The Board of Directors may authorize
additional investments.
As a source of liquidity and to supplement our lending activities, we have invested in residential mortgage-backed securities. Mortgage-backed securities generally yield less than the
loans that underlie such securities because of the cost of payment guarantees or credit enhancements that reduce credit risk. Mortgage-backed securities can serve as collateral for
borrowings and, through repayments, as a source of liquidity. Mortgage-backed securities represent a participation interest in a pool of single-family or other type of mortgages. Principal
and interest payments are passed from the mortgage originators, through intermediaries (generally government-sponsored enterprises) that pool and repackage the participation interests in
the form of securities, to investors, like us. The government-sponsored enterprises guarantee the payment of principal and interest to investors and include Freddie Mac, Ginnie Mae, and
Fannie Mae.
Mortgage-backed securities typically are issued with stated principal amounts. The securities are backed by pools of mortgage loans that have interest rates that are within a set range and
have varying maturities. The underlying pool of mortgages can be composed of either fixed rate or adjustable rate mortgage loans. Mortgage-backed securities are generally referred to as
mortgage participation certificates or pass-through certificates. The interest rate risk characteristics of the underlying pool of mortgages (i.e., fixed rate or adjustable rate) and the
prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through security is equal to the life of the underlying mortgages. Expected maturities will
differ from contractual maturities due to scheduled repayments and because borrowers may have the right to call or prepay obligations with or without prepayment penalties.
13
Table of Contents
Securities Portfolio. The following table sets forth the carrying value of our securities portfolio and FHLB stock at the dates indicated.
Securities available for sale:
Mortgage-backed securities
Municipal obligations
Preferred stock
Total securities available for sale
FHLB stock
Total investment securities
2017
At December 31,
2016
(In Thousands)
2015
$
111,794 $
82,472 $
2,502
8,293
122,589
10,211
132,800 $
6,961
5,332
94,765
9,306
104,071 $
$
14
9,623
-
-
9,623
10,711
20,334
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Maturities of Securities Portfolio. The following table sets forth information regarding the scheduled maturities, carrying values, estimated market values, and weighted average yields for
the Bank’s debt securities portfolio at December 31, 2017 by contractual maturity. The following table does not take into consideration the effects of scheduled repayments or the effects
of possible prepayments.
Within one year
More than One to
five years
More than five to
ten years
More than ten
years
Total investment securities
Carrying
Value
Average
Yield
Carrying
Value
Average
Yield
Carrying
Value
Average
Yield
Carrying
Value
Average
Yield
Fair
Value
Carrying
Value
Average
Yield
December 31, 2017
Mortgage-backed securities
Municipal obligations
Preferred stock
$
$
$
-
-%
3,276
1.80 %
2,506
1.92
-
-
-
-
-
-
$
$
$
Total investment securities
2,506
1.92 %
3,276
1.80 %
622
1.39 % $ 118,274
2.89 %
15
(Dollars in Thousands)
622
1.39 % $ 110,156
2.48 %
111,794 $ 114,054
2.45 %
$
-
-
-
-
-
-
8,118
8.48
2,502
8,293
2,506
8,118
$
122,589 $ 124,678
1.92
8.48
2.83 %
Table of Contents
Sources of Funds
Our major external source of funds for lending and other investment purposes are deposits. Funds are also derived from the receipt of payments on loans, prepayment of loans, maturities
of investment securities and mortgage-backed securities and borrowings. Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows
and loan prepayments are significantly influenced by general interest rates and market conditions.
Deposits. Consumer and commercial deposits are attracted principally from within our primary market area through the offering of a selection of deposit instruments including demand,
NOW, savings and club accounts, money market accounts, and term certificate accounts. Deposit account terms vary according to the minimum balance required, the time period the funds
must remain on deposit, and the interest rate.
The interest rates paid by us on deposits are set at the direction of our senior management. Interest rates are determined based on our liquidity requirements, interest rates paid by our
competitors, our growth goals, and applicable regulatory restrictions and requirements. As of December 31, 2017 and December 31, 2016 we had $60.2 million and $19.6 million in
brokered deposits, respectively.
Deposit Accounts. The following table sets forth the dollar amount of deposits in the various types of deposit programs we offered as of the dates indicated.
2017
December 31,
2016
2015
Weighted
Average Rate(1)
Amount
Weighted
Average Rate(1)
Amount
Weighted
Average Rate(1)
Amount
(Dollars in Thousands)
Noninterest bearing accounts
Interest bearing checking
Savings and club accounts
Money market
Certificates of deposit
-
0.55
0.15
0.85
1.43
%
$
201,043
297,040
258,632
148,022
664,633
Total
__________
(1) Represents the average rate paid during the year.
0.79
%
$
1,569,370
-
0.55
0.15
0.66
1.36
0.77
16
%
$
183,821
281,773
260,121
125,614
540,875
%
$
1,392,204
-
0.38
0.16
0.40
1.18
0.64
%
$
130,920
226,137
250,936
54,915
611,021
%
$
1,273,929
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The following table sets forth our deposit flows during the years indicated.
Beginning of year
Net deposits
Interest credited on deposit accounts
Total increase in deposit accounts
Ending balance
Percent increase
Years Ended December 31,
2017
2016
2015
(Dollars in Thousands)
$
1,392,205
$
1,273,929
$
1,028,556
165,200
11,905
177,105
1,569,310
12.72 %
107,736
10,540
118,276
238,100
7,273
245,373
$
1,392,205
$
1,273,929
9.28 %
23.86 %
$
Jumbo Certificates of Deposit. As of December 31, 2017, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately
$451.2 million. The following table indicates the amount of our certificates of deposit of $100,000 or more by time remaining until maturity.
Maturity Period
Within three months
Three through twelve months
Over twelve months
Total
At December 31, 2017
(In Thousands)
$
$
37,996
219,474
193,735
451,205
The following table presents, by rate category, our certificate of deposit accounts as of the dates indicated.
2017
At December 31,
2016
2015
Amount
Percent
Amount
Percent
Amount
Percent
Certificate of deposit rates:
0.00% - 0.99%
1.00% - 1.99%
2.00% - 2.99%
3.00% - 3.99%
Total
$
$
102,570
454,930
105,849
1,284
664,633
15.43 %
$
68.45
15.93
0.19
100.00 %
$
17
(Dollars in Thousands)
127,186
331,352
82,267
70
540,875
23.51 %
$
61.26
15.21
0.01
100.00 %
$
185,401
347,930
77,590
100
611,021
30.34 %
56.94
12.70
0.02
100.00 %
Table of Contents
The following table presents, by rate category, the remaining period to maturity of certificate of deposit accounts outstanding as of December 31, 2017.
1 Year
or Less
Over 1
to 2 Years
Maturity Date
Over 2
to 3 Years
(In Thousands)
Over
3 Years
Total
$
$
91,342
306,373
21,800
71
419,586
$
$
$
9,256
97,263
21,204
-
127,723
$
1,972
38,428
23,080
1,213
64,693
$
$
-
$
12,866
39,765
-
52,631
$
102,570
454,930
105,849
1,284
664,633
Interest rate:
0.00% - 0.99%
1.00% - 1.99%
2.00% - 2.99%
3.00% - 3.99%
Total
Borrowings. The Overnight Advance Program permits the Bank to borrow overnight up to its maximum borrowing capacity at the Federal Home Loan Bank of New York (“FHLB”). At
December 31, 2017, the Bank’s total credit exposure cannot exceed 50% of its total assets, or $971.4 million, based on the borrowing limitations outlined in the FHLB member products
guide. The total credit exposure limit to 50% of total assets is recalculated each quarter. Additionally, at December 31, 2017 we had a floating rate junior subordinated debenture of $4.1
million which has been callable at the Bank’s option since June 17, 2009, and quarterly thereafter.
The following table sets forth information concerning balances and interest rates on our short-term borrowings at the dates and for the years indicated.
At or For the Years Ended December 31,
2017
2016
2015
(Dollars in Thousands)
$
$
$
$
$
$
-
1,016
35,000
1.02 %
-%
$
$
$
20,000
103
20,000
0.88 %
1.00 %
-
595
3,000
-%
0.37 %
Balance at end of year
Average balance during year
Maximum outstanding at any month end
Weighted average interest rate at end of year
Average interest rate during year
Employees
At December 31, 2017, we had 314 full-time equivalent employees. None of our employees are represented by a collective bargaining group. We believe that our relationship with our
employees is good.
Subsidiaries
We have three non-bank subsidiaries. BCB Holding Company Investment Corp. was established in 2004 for the purpose of holding and investing in securities. Only securities authorized
to be purchased by BCB Community Bank are held by BCB Holding Company Investment Corp. At December 31, 2017, this company held $122.6 million in securities. With the merger
with Pamrapo Bancorp. Inc., we acquired Pamrapo Service Corporation which has been inactive since May 2010. BCB New York Management, Inc. was established in October 2012 for
the purpose of holding and investing in various loan products and investing in securities. For the year ended December 31, 2017, there was no activity related to this subsidiary.
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Table of Contents
Supervision and Regulation
Bank holding companies and banks are extensively regulated under both federal and state law. These laws and regulations are primarily intended to protect depositors and the deposit
insurance funds, rather than to protect shareholders and creditors. The description below is limited to certain material aspects of the statutes and regulations addressed, and is not intended
to be a complete description of such statutes and regulations and their effects on the Company or the Bank.
Set forth below is a summary of certain material regulatory requirements applicable to the Company and the Bank. These and any other changes in applicable laws or regulations, whether
by Congress or regulatory agencies, may have a material effect on the business and prospects of the Company and the Bank.
The Dodd-Frank Act
The Dodd-Frank Act significantly changed bank regulation and has affected the lending, investment, trading and operating activities of depository institutions and their holding
companies. The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with extensive powers to supervise and enforce consumer protection laws. The Consumer
Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to
prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau also has examination and enforcement authority over all banks and savings
institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets, such as the Bank, will continue to be examined by their applicable federal
bank regulators. The Dodd-Frank Act required the Consumer Financial Protection Bureau to issue regulations requiring lenders to make a reasonable good faith determination as to a
prospective borrower’s ability to repay a residential mortgage loan. The final “Ability to Repay” rules, which were effective beginning January 2014, established a “qualified mortgage”
safe harbor for loans whose terms and features are deemed to make the loan less risky. In addition, on October 3, 2015, the new TILA-RESPA Integrated Disclosure (TRID) rules for
mortgage closings took effect for new loan applications.
The Dodd-Frank Act broadened the base for FDIC assessments for deposit insurance and permanently increased the maximum amount of deposit insurance to $250,000 per depositor. The
legislation also, among other things, requires originators of certain securitized loans to retain a portion of the credit risk, stipulates regulatory rate-setting for certain debit card interchange
fees, repealed restrictions on the payment of interest on commercial demand deposits and contains a number of reforms related to mortgage originations. The Dodd-Frank Act increased
the ability of stockholders to influence boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute”
payments. The legislation also directed the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") to promulgate rules prohibiting excessive compensation paid
to company executives, regardless of whether the company is publicly traded or not. The Dodd-Frank Act also gave state attorneys general the ability to enforce applicable federal
consumer protection laws.
Bank Holding Company Regulation
As a bank holding company registered under the Bank Holding Company Act of 1956, as amended, the Company is subject to the regulation and supervision applicable to bank holding
companies by the Federal Reserve Board. The Company is also subject to the provisions of the New Jersey Banking Act of 1948 (the “New Jersey Banking Act”) and the regulations of
the Commissioner of the New Jersey Department of Banking and Insurance (“Commissioner”). The Company is required to file reports with the Federal Reserve Board and the
Commissioner regarding its business operations and those of its subsidiaries.
Federal Regulation. The Company is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding
company. Prior Federal Reserve Board approval would be required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding
company if it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company.
A bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in non-
banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be closely related to banking are: (i) making or
servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal
or real property under certain conditions; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association.
The Gramm-Leach-Bliley Act of 1999 authorizes a bank holding company that meets specified conditions, including depository institutions subsidiaries that are “well capitalized” and
“well managed,” to opt to become a “financial holding company.” A “financial holding company” may engage in a broader array of financial activities than permitted a typical bank
holding company. Such activities can include insurance underwriting and investment banking. The Company has not elected “financial holding company” status.
A bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross
consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or
more of the company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and
unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. The
Federal Reserve Board has adopted an exception to that approval requirement for well-capitalized bank holding companies that meet certain other conditions.
The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board’s policies provide that
dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital
needs, asset quality and overall financial condition. The Federal Reserve Board’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary
banks by using available resources to provide capital funds during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain
additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength policy and requires the promulgation of implementing
regulations. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These
regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions.
The Company's status as a registered bank holding company under the Bank Holding Company Act will not exempt it from certain federal and state laws and regulations applicable to
corporations generally, including, without limitation, certain provisions of the federal securities laws.
The Federal Reserve has adopted risk-based capital guidelines for bank holding companies. The risk-based capital guidelines are designed to make regulatory capital requirements more
sensitive to differences in risk profile among banks and bank holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets. Under
these guidelines, assets and off-balance sheet items are assigned to broad risk categories each with appropriate weights. The resulting capital ratios represent capital as a percentage of total
risk-weighted assets and off-balance sheet items.
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Table of Contents
As described below, effective January 1, 2015, the Company became subject to regulatory capital requirements and guidelines imposed by the Federal Reserve, which are substantially
similar to those imposed by the FDIC on depository institutions within their jurisdictions. At December 31, 2017, the Company is considered to be a well-capitalized Bank Holding
Company.
The Federal Reserve may set higher capital requirements for holding companies whose circumstances warrant it. For example, holding companies experiencing internal growth or making
acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets.
New Jersey Regulation. Under the New Jersey Banking Act, a company owning or controlling a bank is regulated as a bank holding company and must file certain reports with the
Commissioner and is subject to examination by the Commissioner. Under the New Jersey Banking Act, as well as Federal law, no person may acquire control of the Company or the Bank
without first obtaining approval of such acquisition of control from the Federal Reserve and the Commissioner.
Bank Regulation
As a New Jersey-chartered commercial bank, the Bank is subject to the regulation, supervision, and examination of the Commissioner. As a state-chartered Bank, the Bank is subject to
the regulation, supervision and examination of the FDIC as its primary federal regulator. The regulations of the FDIC and the Commissioner impact virtually all of our activities, including
the minimum level of capital we must maintain, our ability to pay dividends, our ability to expand through new branches or acquisitions and various other matters.
Capital Requirements. Federal regulations require FDIC-insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets
ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8%, and a 4% Tier l capital to total assets leverage ratio. The existing capital
requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking
Supervision and certain requirements of the Dodd-Frank Act.
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the
institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-
based capital requirements. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year until
fully implemented at 2.5% on January 1, 2019. For 2018, the capital conservation buffer is 1.875% of risk-weighted assets.
Standards for Safety and Soundness. As required by statute, the federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and
Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems
at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan
documentation, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and, more recently, safeguarding customer information. If the appropriate
federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable
plan to achieve compliance with the standard.
Business and Investment Activities. Under federal law, all state-chartered FDIC-insured banks have been limited in their activities as principal and in their equity investments to the type
and the amount authorized for national banks, notwithstanding state law. Federal law permits exceptions to these limitations. For example, certain state-chartered banks may, with FDIC
approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange and in the shares of an investment company registered under
the Investment Company Act of 1940, as amended. The maximum permissible investment is the lesser of 100.0% of Tier 1 capital or the maximum amount permitted by New Jersey law.
The FDIC is also authorized to permit state banks to engage in state authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments)
if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the FDIC insurance fund. The FDIC has adopted
regulations governing the procedures for institutions seeking approval to engage in such activities or investments. The Gramm-Leach-Bliley Act of 1999 specified that a state bank may
control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary,” if a bank meets specified conditions and
deducts its investment in the subsidiary for regulatory capital purposes.
Prompt Corrective Regulatory Action. Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not
meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized.
The applicable FDIC regulations were amended to incorporate the previously mentioned increased regulatory capital standards that were effective January 1, 2015. Under the amended
regulations, an institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio
of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-
based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is “undercapitalized” if it has a total risk-
based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution
is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than
3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to
total assets that is equal to or less than 2.0%.
“Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank’s compliance
with such a plan must be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution’s total assets when deemed
undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an “undercapitalized” bank fails to submit an acceptable plan, it is treated as if it is
“significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of additional measures, including, but not limited to, a required sale of
sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cessation of taking deposits from correspondent banks, the dismissal of directors or officers
and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. “Critically undercapitalized” institutions are
subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.
Enforcement. The FDIC has extensive enforcement authority over insured state banks, including the Bank. That enforcement authority includes, among other things, the ability to assess
civil money penalties, issue cease and desist orders and remove directors and officers. In general, enforcement actions may be initiated in response to violations of laws and regulations
and unsafe or unsound practices. The FDIC also has authority under federal law to appoint a conservator or receiver for an insured bank under certain circumstances. The FDIC is
required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if that bank was “critically undercapitalized” on average during the calendar
quarter beginning 270 days after the date on which the institution became “critically undercapitalized.”
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Table of Contents
Federal Insurance of Deposit Accounts. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to
$250,000 per depositor.
The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The FDIC must seek to
achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more are supposed to fund the increase. The Dodd-Frank Act eliminated the 1.5%
maximum fund ratio, instead leaving it to the discretion of the FDIC and the FDIC has exercised that discretion by establishing a long-term fund ratio of 2%.
Under the FDIC’s risk-based assessment system, insured institutions were assigned to one of four risk categories based on supervisory evaluations, regulatory capital levels and certain
other risk factors. Rates were based on each institution’s risk category and certain specified risk adjustments. Stronger institutions paid lower rates while riskier institutions paid higher
rates. Assessments were based on an institution’s average consolidated total assets minus average tangible equity, with the assessment rate schedule ranging from 2.5 to 45 basis points.
Effective July 1, 2016, the FDIC adopted changes that eliminated the risk categories. Assessments for most institutions are now based on financial measures and supervisory ratings
derived from statistical modeling estimating the probability of failure within three years. In conjunction with the Deposit Insurance Fund reserve ratio achieving 1.5% the assessment
range (inclusive of possible adjustments) was reduced for most banks and savings associations to 1.5 basis points to 30 basis points.
In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments,
issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO
began to mature in 2017 and will continue to mature through 2019. For the year ended December 31, 2017, BCB Community Bank paid a FICO premium of approximately $85,000 and
expects to pay a similar amount in 2018.
The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of the
Bank. Management cannot predict what assessment rates will be in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to
termination of our deposit insurance.
Community Reinvestment Act. Under the Community Reinvestment Act (“CRA”), a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help
meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial
institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA does require the
FDIC, in connection with its examination of a bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of
certain applications by such institution, including applications to establish or acquire branches and merger with other depository institutions. The CRA requires the FDIC to provide a
written evaluation of an institution’s CRA performance utilizing a four-tiered descriptive rating system. BCB Community Bank’s latest FDIC CRA rating, dated May 18, 2015 was
“satisfactory.”
Transactions with Affiliates. Transactions between banks and their related parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is
any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which
are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act and Regulation W (i) limit the extent to which the
bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of such institution’s capital stock and surplus, and contain an aggregate
limit on all such transactions with all affiliates to an amount equal to 20.0% of such institution’s capital stock and surplus and (ii) require that all such transactions be on terms
substantially the same, or at least as favorable, to the institution or subsidiary as those provided to non-affiliates. The term “covered transaction” includes the making of loans, purchase of
assets, issuance of a guarantee and other similar transactions. In addition, loans or other extensions of credit by the financial institution to the affiliate are required to be collateralized in
accordance with the requirements set forth in Section 23A of the Federal Reserve Act. The Sarbanes-Oxley Act of 2002 generally prohibits loans by a company to its executive officers
and directors. However, the law contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws assuming
such loans are also permitted under the law of the institution’s chartering state. Under such laws, the Bank’s authority to extend credit to executive officers, directors and 10%
shareholders (“insiders”), as well as entities such person’s control, is limited. The law limits both the individual and aggregate amount of loans the Bank may make to insiders based, in
part, on the Bank’s capital position and requires certain board approval procedures to be followed. Such loans are required to be made on terms substantially the same as those offered to
unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely
available to all employees of the institution and does not give preference to insiders over other employees. Loans to executive officers are further limited by specific categories.
Dividends. The Bank may pay dividends as declared from time to time by the Board of Directors out of funds legally available, subject to certain restrictions. Under the New Jersey
Banking Act of 1948, as amended, the Bank may not pay a cash dividend unless, following the payment, the Bank’s capital stock will be unimpaired and the Bank will have a surplus of
no less than 50% of the Bank capital stock or, if not, the payment of the dividend will not reduce the surplus. In addition, the Bank cannot pay dividends in amounts that would reduce the
Bank’s capital below regulatory imposed minimums.
Federal Securities Laws
The Company’s common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company is subject to the information, proxy
solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
Under the Exchange Act, we are required to conduct a comprehensive review and assessment of the adequacy of our existing financial systems and controls. For the year ended December
31, 2017, our auditors are required to audit our internal control over financial reporting.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate
information. We have prepared policies, procedures and systems designed to ensure compliance with these regulations.
Under Section 404 of the Sarbanes-Oxley Act of 2002, we are required to conduct a comprehensive review and assessment of the adequacy of our existing financial systems and controls.
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AVAILABILITY OF ANNUAL REPORT
Our Annual Report is available on our website, www.bcbcommunitybank.com. We will also provide our Annual Report on Form 10-K free of charge to shareholders who request a copy
in writing from the Corporate Secretary at 104-110 Avenue C, Bayonne, New Jersey 07002.
ITEM 1A. RISK FACTORS
Our loan portfolio consists of a high percentage of loans secured by commercial real estate and multi-family real estate. These loans are riskier than loans secured by one- to
four-family properties.
At December 31, 2017, $1.26 billion, or 75.82%, of our loan portfolio consisted of commercial and multi-family real estate loans. We intend to continue to emphasize the origination of
these types of loans. These loans generally expose a lender to greater risk of nonpayment and loss than one- to four-family residential mortgage loans because repayment of the loans often
depends on the successful operation and income stream of the collateral that is pledged. Such loans typically involve larger loan balances to single borrowers or groups of related
borrowers compared to one- to four-family residential mortgage loans. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a
significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan.
Commercial real estate and multi-family loans generally carry larger balances and can involve a greater degree of financial and credit risk than other loans. As a result, banking regulators
continue to give greater scrutiny to lenders with a high concentration of commercial real estate loans in their portfolios, such as us, and such lenders are expected to implement stricter
underwriting standards, internal controls, risk management policies, and portfolio stress testing, as well as higher capital levels and loss allowances. The increased financial and credit risk
associated with these types of loans are a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the size of loan balances, the effects
of general economic conditions on income-producing properties, and the increased difficulty of evaluating and monitoring these types of loans. During the last recession, financial
institutions with high commercial real estate loan concentrations were more susceptible to failure. If we cannot effectively manage the risk associated with our high concentration of
commercial real estate loans, our financial condition and results of operations may be adversely affected.
We may not be able to successfully maintain and manage our growth.
The Company has progressed on an organic branching initiative which is intended to mitigate the location risk of our strong Hudson County concentration, to develop our branch
infrastructure in a manner more consistent with the expansion of lending markets and to fill in and grow our branch footprint in a more uniform and coherent fashion, which previously
had grown predominately through merger and acquisition activity. To this end, the Company opened seven branches in 2016 and will be opening one more branch within the next year.
We cannot be certain as to our ability to manage increased levels of assets and liabilities. We may be required to make additional investments in equipment and personnel to manage
higher asset levels and loans balances, which may adversely impact our efficiency ratio, earnings and shareholder returns.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.
Our loan customers may not repay their loans according to the terms of their loans, and the collateral securing the payment of their loans may be insufficient to assure repayment. We may
experience significant credit losses, which could have a material adverse effect on our operating results. We make various assumptions and judgments about the collectability of our loan
portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the
amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions prove to be incorrect, our
allowance for loan losses may not cover losses in our loan portfolio at the date of the financial statements. Material additions to our allowance would materially decrease our net
income. At December 31, 2017, our allowance for loan losses totaled $17.4 million, representing 1.05% of total loans or 133.28% of non-performing loans.
While we have only been operating for 17 years, we have experienced significant growth in our loan portfolio, particularly our loans secured by commercial real estate. Although we
believe we have underwriting standards to manage normal lending risks, it is difficult to assess the future performance of our loan portfolio due to the relatively recent origination of many
of these loans. We can give you no assurance that our non-performing loans will not increase or that our non-performing or delinquent loans will not adversely affect our future
performance.
In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-
offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a material adverse effect on our results of operations and
financial condition.
The asset quality of our loan portfolio may deteriorate if the economy falters, resulting in a portion of our loans failing to perform in accordance with their terms. Under such
circumstances our profitability will be adversely affected.
At December 31, 2017, we had $21.7 million in classified loans of which $49,000 were classified as losses, and $21.7 million were classified as substandard. In addition, at that date we
had $13.0 million in non-accruing loans, or 0.78% of total loans. We have adhered to stringent underwriting standards in the origination of loans, but there can be no assurance that loans
that we originated will not experience asset quality deterioration as a result of a downturn in the local economy. Should our local economy weaken, our asset quality may deteriorate
resulting in losses to the Company.
We depend primarily on net interest income for our earnings rather than fee income.
Net interest income is the most significant component of our operating income. We have significantly less reliance on traditional sources of fee income utilized by some community banks,
such as fees from sales of insurance, securities or investment advisory products or services. For the years ended December 31, 2017 and 2016, our net interest income was $61.9 million
and $55.1 million, respectively. The amount of our net interest income is influenced by the overall interest rate environment, competition, and the amount of interest-earning assets
relative to the amount of interest-bearing liabilities. In the event that one or more of these factors were to result in a decrease in our net interest income, we do not have significant sources
of fee income to make up for decreases in net interest income.
Changes in interest rates could hurt our profits.
Our profitability, like most financial institutions, depends to a large extent upon our net interest income, which is the difference between our interest income on interest-earning assets,
such as loans and securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowed funds. Accordingly, our results of operations depend largely on
movements in market interest rates and our ability to manage our interest-rate-sensitive assets and liabilities in response to these movements. Factors such as inflation, recession and
instability in financial markets, among other factors beyond our control, may affect interest rates.
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If interest rates rise, and if rates on our deposits reprice upwards faster than the rates on our long-term loans and investments, we would experience compression of our interest rate spread,
which would have a negative effect on our profitability. Conversely, decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers
refinance to reduce their borrowing costs. Under these circumstances, we are subject to reinvestment risk as we may have to redeploy such loan or securities proceeds into lower-yielding
assets, which might also negatively impact our income.
Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Further, a
prolonged period of exceptionally low market interest rates, such as we are currently experiencing, limits our ability to lower our interest expense, while the average yield on our interest-
earning assets may continue to decrease as our loans reprice or are originated at these low market rates. Accordingly, our net interest income may continue to decrease, which may have an
adverse effect on our profitability. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our
balance sheet or projected operating results.
While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial
condition and results of operations. Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize
gains from the sale of our assets, all of which ultimately affect our earnings. For further discussion of how changes in interest rates could impact us, see “Item 7A. – Quantitative and
Qualitative Disclosure About Market Risk.”
The building of market share through de novo branching and expansion of our commercial real estate and multi-family lending capacity could cause our expenses to increase
faster than revenues.
We intend to continue to build market share through de novo branching and expansion of our commercial real estate and multi-family lending capacity. Since January 1, 2015, we have
opened nine de novo branches including two in 2015 and seven in 2016. Pursuant to our de novo branch expansion strategy, during the two years ended December 31, 2016 we hired 26
new full-time equivalent employees, primarily in the areas of business development, loan administration and customer service. There are considerable costs involved in opening branches
and expansion of lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established
presence. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses
could be further increased if we encounter delays in the opening of any of our new branches. Finally, our business expansion may not be successful after establishment of the new
branches.
The Dodd-Frank Act has resulted in new laws and regulations that are expected to increase our costs of operations.
The Dodd-Frank Act, among other things, has changed and will continue to change the bank regulatory framework. The legislation has also resulted in new regulations
affecting the lending, funding, trading and investment activities of banks and bank holding companies. An independent Consumer Financial Protection Bureau has assumed the consumer
protection responsibilities of the various federal banking agencies and has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings
institutions such as the Bank, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. Banks and savings institutions with $10.0 billion or less in assets will
continue to be examined by their applicable bank regulators. The legislation also gave state attorneys general the ability to enforce applicable federal consumer protection laws. The Dodd-
Frank Act also required the federal banking agencies to promulgate rules requiring mortgage lenders to retain a portion of the credit risk related to securitized loans. These measures are
likely to increase our costs of doing business and increase our costs related to regulatory compliance, and may have a significant adverse effect on our lending activities, financial
performance and operating flexibility.
We have become subject to more stringent capital requirements, which may adversely impact our return on equity, or constrain us from paying dividends or repurchasing
shares.
In July 2013, the FDIC and the Federal Reserve approved a new rule that substantially amended the regulatory risk-based capital rules applicable to the Bank and the Company. The final
rule implemented the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.
The final rule includes new minimum risk-based capital and leverage ratios, which became effective for the Bank and the Company on January 1, 2015, and refines the definition of what
constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based
assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also establishes a
“capital conservation buffer” of 2.5%, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of
8.5%; and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase
each year until fully implemented in January 2019. In 2018, the ratio will be 1.875% of risk-weighted assets. An institution will be subject to limitations on paying dividends, engaging in
share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income
that can be utilized for such actions.
The application of more stringent capital requirements for the Bank and the Company could, among other things, result in lower returns on equity, require the raising of additional capital,
and result in regulatory actions constraining us from paying dividends or repurchasing shares if we were to be unable to comply with such requirements.
New regulations could restrict our ability to originate and sell mortgage loans.
The CFPB has issued a rule designed to clarify for lenders how they can avoid monetary damages under the Dodd-Frank Act, which would hold lenders accountable for ensuring a
borrower’s ability to repay a mortgage. Loans that meet this “qualified mortgage” definition will be presumed to have complied with the new ability-to-repay standard. Under the CFPB’s
rule, a “qualified mortgage” loan must not contain certain specified features, including:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
excessive upfront points and fees (those exceeding 3% of the total loan amount, less "bona fide discount points" for prime loans);
interest-only payments;
negative-amortization; and
terms longer than 30 years.
Also, to qualify as a “qualified mortgage,” a borrower’s total debt-to-income ratio may not exceed 43%. Lenders must also verify and document the income and financial resources relied
upon to qualify the borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account
all applicable taxes, insurance and assessments. The CFPB’s rule on qualified mortgages could limit our ability or desire to make certain types of loans or loans to certain borrowers, or
could make it more expensive and/or time consuming to make these loans, which could limit our growth or profitability.
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Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.
Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and
loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches (including privacy breaches and cyber-attacks),
but such events may still occur or may not be adequately addressed if they do occur. In addition, any compromise of our systems could deter customers from using our products and
services. Although we take protective measures, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer
viruses, or other malicious code and cyber attacks that could have an impact on information security.
In addition, we outsource a majority of our data processing to certain third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating
with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also
exist in the processing of customer information through various other vendors and their personnel.
There have been increasing efforts on the part of third parties, including through cyber attacks, to breach data security at financial institutions or with respect to financial transactions.
There have been several recent instances involving financial services and consumer-based companies reporting the unauthorized disclosure of client or customer information or the
destruction or theft of corporate data. In addition, because the techniques used to cause such security breaches change frequently, often are not recognized until launched against a target
and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. The
ability of our customers to bank remotely, including online and through mobile devices, requires secure transmission of confidential information and increases the risk of data security
breaches.
The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business thereby subjecting us to additional
regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of
operations.
The Bank’s reliance on brokered deposits could adversely affect its liquidity and operating results.
Among other sources of funds, we rely on brokered deposits to provide funds with which to make loans and provide for other liquidity needs. On December 31, 2017, brokered deposits
totaled $60.2 million, or approximately 3.8% of total deposits. The Bank’s primary source for brokered money market deposits is the Certificate of Deposit Account Registry Service
(“CDARS”).
Generally brokered deposits may not be as stable as other types of deposits. In the future, those depositors may not replace their brokered deposits with us as they mature, or we may have
to pay a higher rate of interest to keep those deposits or to replace them with other deposits or other sources of funds. Not being able to maintain or replace those deposits as they mature
would adversely affect our liquidity. Paying higher deposit rates to maintain or replace brokered deposits would adversely affect our net interest margin and operating results.
Strong competition within our market area may limit our growth and profitability.
Competition is intense within the banking and financial services industry in New Jersey and New York. In our market area, we compete with commercial banks, savings institutions,
mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Many of
these competitors have substantially greater resources, higher lending limits and offer services that we do not or cannot provide. This competition makes it more difficult for us to
originate new loans and retain and attract new deposits. Price competition for loans may result in originating fewer loans, or earning less on our loans and price competition for deposits
may result in a reduction of our deposit base or paying more on our deposits.
Adverse events in New Jersey, where our business is concentrated, could adversely affect our results and future growth.
Our business, the location of our branches and the real estate collateralizing our real estate loans are concentrated in New Jersey. As a result, we are exposed to geographic risks. The
occurrence of an economic downturn in New Jersey, or adverse changes in laws or regulations in New Jersey, could impact the credit quality of our assets, the business of our customers
and our ability to expand our business.
Our success significantly depends upon the growth in population, income levels, deposits and housing in our market area. If the communities in which we operate do not grow or if
prevailing economic conditions locally or nationally are unfavorable, our business may be negatively affected. In addition, the economies of the communities in which we operate are
substantially dependent on the growth of the economy in the State of New Jersey. To the extent that economic conditions in New Jersey are unfavorable or do not continue to grow as
projected, the economy in our market area would be adversely affected. Moreover, we cannot give any assurance that we will benefit from any market growth or favorable economic
conditions in our market area if they do occur.
In addition, the market value of the real estate securing loans as collateral could be adversely affected by unfavorable changes in market and economic conditions. As of December 31,
2017, approximately 99% of our total loans were secured by real estate. Adverse developments affecting commerce or real estate values in the local economies in our primary market
areas could increase the credit risk associated with our loan portfolio. In addition, a significant percentage of our loans are to individuals and businesses in New Jersey. Our business
customers may not have customer bases that are as diverse as businesses serving regional or national markets. Consequently, any decline in the economy of our market area could have an
adverse impact on our revenues and financial condition. In particular, we may experience increased loan delinquencies, which could result in a higher provision for loan losses and
increased charge-offs. Any sustained period of increased non-payment, delinquencies, foreclosures or losses caused by adverse market or economic conditions in our market area could
adversely affect the value of our assets, revenues, results of operations and financial condition.
We operate in a highly regulated environment and may be adversely affected by changes in federal, state and local laws and regulations.
We are subject to extensive regulation, supervision and examination by federal and state banking authorities. Any change in applicable regulations or federal, state or local legislation
could have a substantial impact on us and our operations. Additional legislation and regulations that could significantly affect our powers, authority and operations may be enacted or
adopted in the future, which could have a material adverse effect on our financial condition and results of operations. Further, regulators have significant discretion and authority to
prevent or remedy unsafe or unsound practices or violations of laws by banks and bank holding companies in the performance of their supervisory and enforcement duties. The exercise of
regulatory authority may have a negative impact on our results of operations and financial condition.
Like other bank holding companies and financial institutions, we must comply with significant anti-money laundering and anti-terrorism laws. Under these laws, we are required, among
other things, to enforce a customer identification program and file currency transaction and suspicious activity reports with the federal government. Government agencies have substantial
discretion to impose significant monetary penalties on institutions which fail to comply with these laws or make required reports. Because we operate our business in the highly urbanized
greater Newark/New York City metropolitan area, we may be at greater risk of scrutiny by government regulators for compliance with these laws.
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We could be adversely affected by failure in our internal controls.
A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception that customers, regulators and investors may have of us. We
continue to devote a significant amount of effort, time and resources to continually strengthening our controls and ensuring compliance with complex accounting standards and banking
regulations.
Risks Relating to the Merger with IA Bancorp, Inc.
If the merger is not consummated, IAB and BCB will have incurred substantial costs that may adversely affect IAB’s and BCB’s financial results and operations.
IAB and BCB have incurred and will continue to incur substantial costs in connection with the proposed merger. These costs are primarily associated with the fees of their respective
financial advisors, accountants and attorneys. If the merger is not consummated, IAB and BCB will have incurred these costs from which they will have received little or no benefit.
Regulatory approvals, non-objections or waivers may not be received, may take longer than expected or impose conditions that are not presently anticipated.
Before the merger may be completed, IAB and BCB must obtain various regulatory approvals, non-objections or waivers from, among others, the FDIC, the Federal Reserve and the
Department. These regulators may impose conditions on consummation of the merger or require changes to the terms of the merger. Although we do not currently expect that any such
conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying the effective time of the merger
or imposing additional costs on or limiting the revenues of BCB following the merger. Furthermore, such conditions or changes may constitute a burdensome condition that may allow
BCB to terminate the merger agreement and BCB may exercise its right to terminate the merger agreement. There can be no assurance as to whether the regulatory approvals will be
received, the timing of those approvals, or whether any conditions will be imposed.
IAB and BCB will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on IAB and/or BCB. These uncertainties may impair IAB’s and/or BCB’s ability to
attract, retain and motivate key personnel until the merger is completed and for a period of time thereafter, and could cause customers and others who deal with IAB or BCB to seek to
change existing business relationships with IAB or BCB. IAB employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees
and prospective employees may experience uncertainty about their future roles with the combined company.
The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention
away from ongoing business and any difficulties encountered in the transition and integration process could affect IAB’s and/or BCB’s financial results.
In addition, the merger agreement requires that, subject to certain exceptions, each of IAB and BCB operate in the ordinary course of business consistent with past practice prior to the
effective time of the merger or termination of the merger agreement.
Risks Relating to BCB’s Business Following the Merger
Combining the two companies may be more difficult, costly or time-consuming than expected.
BCB and IAB have historically operated and, until the effective time of the merger, will continue to operate, independently. The success of the merger will depend, in part, on our ability
to successfully combine the businesses of BCB and IAB. To realize these anticipated benefits, after the effective time of the merger, BCB expects to integrate IAB’s business into its own.
It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls,
procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated
benefits of the merger. The loss of key employees could adversely affect BCB’s ability to successfully conduct its business in the markets in which IAB now operates, which could have
an adverse effect on BCB’s financial results and the value of its common stock. If BCB experiences difficulties with the integration process, the anticipated benefits of the merger may not
be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause IAB or BCB to lose
current customers or cause current customers to remove their accounts from IAB or BCB and move their business to competing financial institutions. Integration efforts between the two
companies will also divert management attention and resources. These integration matters could have an adverse effect on each of IAB and BCB during this transition period and for an
undetermined period after consummation of the merger.
BCB may fail to realize the cost savings estimated for the merger.
BCB estimates that it will achieve cost savings from the merger when the two companies have been fully integrated. While BCB continues to be comfortable with these expectations as of
the date of this annual report on Form 10-K, it is possible that the estimates of the potential cost savings could turn out to be incorrect. The actual integration may result in additional and
unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what BCB expects and may
take longer to achieve than anticipated. If BCB is not able to adequately address integration challenges, BCB may be unable to successfully integrate BCB’s and IAB’s operations or to
realize the anticipated benefits of the integration of the two companies.
BCB and IAB will incur significant transaction and merger-related costs in connection with the merger.
BCB and IAB have incurred and expect to incur a number of non-recurring costs associated with the merger.
These costs and expenses include fees paid to financial, legal and accounting advisors, severance, retention bonus and other potential employment-related costs, filing fees, printing
expenses and other related charges. Some of these costs are payable by BCB and IAB regardless of whether the merger is completed. There are also a large number of processes, policies,
procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of the two companies’ businesses. While both BCB and IAB
have assumed that a certain level of expenses would be incurred in connection with the merger, there are many factors beyond their control that could affect the total amount or the timing
of the integration and implementation expenses.
There may also be additional unanticipated significant costs in connection with the merger that BCB may not recoup. These costs and expenses could reduce the realization of efficiencies,
strategic benefits and additional income BCB expects to achieve from the merger. Although BCB expects that these benefits will offset the transaction expenses and implementation costs
over time, this net benefit may not be achieved in the near term or at all.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. PROPERTIES
The Bank conducts its business through an executive office, one administrative office, and 22 branch offices. 12 offices have drive-up facilities. The Bank has 29 automatic teller
machines at its branch facilities and three other off-site locations. The following table sets forth information relating to each of the Bank’s offices as of December 31, 2017. The total net
book value of the Bank’s premises and equipment at December 31, 2017 was $18.8 million.
Location
Year Office Opened
Net Book Value
Executive Office
104-110 Avenue C
Bayonne, New Jersey
Administrative and Other Offices
591-597 Avenue C
Bayonne, New Jersey
27 West 18th Street
Bayonne, New Jersey
Branch Offices
860 Broadway
Bayonne, New Jersey
510 Broadway
Bayonne, New Jersey
401 Washington St.
Hoboken, New Jersey
987 Broadway
Bayonne, New Jersey
473 Spotswood Englishtown Rd
Monroe Township, New Jersey
611 Avenue C
Bayonne, New Jersey
181 Avenue A
Bayonne, New Jersey
200 Valley Street
S. Orange, New Jersey
34 Main Street
Woodbridge, New Jersey
1379 St. George Avenue
Colonia, New Jersey
165 Passaic Avenue
Fairfield, New Jersey
354 New Dorp Lane
Staten Island, New York
190 Park Avenue
Rutherford, New Jersey
1500 Forest Avenue
Staten Island, New York
626 Laurel Avenue
Holmdel, New Jersey
112 Talmadge Road
Edison, New Jersey
734 Ridge Road
Lyndhurst, New Jersey
2 Arnot Street
Lodi, New Jersey
(In Thousands)
$
2,536
2,289
(1)
210
(1)
777
(1)
296
(1)
255
482
(1)
197
1,638
2,319
1,118
(1)
7
(1)
64
(1)
-
(1)
445
(1)
401
(1)
1,087
(1)
6
(1)
43
(1)
231
(1)
56
2003
2010
2014
2000
2003
2010
2010
2010
2010
2010
2011
2011
2014
2014
2015
2015
2016
2016
2016
2016
2016
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803 Roosevelt Avenue
Carteret, New Jersey
2000 Morris Avenue
Union, New Jersey
Net book value of properties
Furnishings and equipment
Total premises and equipment
(1) Leased Property
(2) Includes off-site ATMs
2016
2016
(1)
662
(1)
199
15,318
(2)
3,450
18,768
$
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ITEM 3. LEGAL PROCEEDINGS
The Company is involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of business. Other than as set forth below, as of December 31,
2017, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our
financial condition or results of operations.
The Company, as the successor to Pamrapo Bancorp, Inc., and in its own corporate capacity, was a named defendant in a shareholder class action lawsuit, Kube v. Pamrapo Bancorp, Inc.,
et al., filed in the Superior Court of New Jersey, Hudson County, Chancery Division, General Equity (the "Action”).
On September 21, 2015, the court entered an Order and Final Judgment (“Judgment”), whereby the Stipulation of Settlement ("Stipulation") agreed to by the plaintiff class, the Company
and the remaining defendants was approved. Pursuant to the Judgment, and in consideration for the full settlement and release of all Released Claims (as that term is defined in the
Stipulation) and the dismissal of the Action with prejudice as against the Company and the remaining defendants, the Company, on its own behalf and on behalf of the remaining
defendants, would pay $1,950,000 to the Class. This settlement amount was paid in November 2015.
Pursuant to the Stipulation, the plaintiff class's counsel reserved the right to seek an award of counsel fees and litigation expenses (“Fees Motion”). The maximum amount which could
have been awarded as a result of the Fees Motion was $1,000,000. The plaintiff class’s counsel made a Fees Motion to the court seeking a final award of counsel fees and litigation
expenses of approximately $1,000,000. The Company and the remaining defendants vigorously opposed that motion.
By Order, dated July 5, 2017, the court awarded counsel fees and litigation expenses to the plaintiff’s class counsel in the amount of $1,000,000. The Company satisfied the Order by July
31, 2017.
The Company and the other defendants in the Action ("Plaintiffs") brought suit (the "Carrier Suit") against Progressive Insurance Company ("Progressive"), the Directors' and Officers'
Liability insurance carrier for Pamrapo Bancorp, Inc., at the time of its merger with the Company on July 6, 2010, and Colonial American Insurance Company ("Colonial"), the Directors'
and Officers' Liability insurance carrier for the Company at the time of the merger. The Carrier Suit sought, among other claims, indemnification, payment of and/or contribution toward
the above settlement, payment of and/or contribution toward the award of attorney's fees to the plaintiff class's counsel, and reimbursement of the attorney's fees and defense costs incurred
by the Plaintiffs in defending the Action and pursuing the Carrier Suit.
Progressive made a motion to dismiss the Carrier Suit in 2014. The Plaintiffs opposed that motion. That motion was administratively terminated by Order of the court, dated December 3,
2014. By Order of the court, dated December 3, 2014, the Plaintiffs' motion to file an Amended Complaint was granted.
On or about January 6, 2015, Progressive again made a motion to dismiss the Carrier Suit. The Plaintiffs opposed that motion. That motion was denied by oral decision on October 22,
2015, and by written Order, dated January 20, 2016.
A Mediation session ("Mediation") was held on March 11, 2015, among the parties. Following the Mediation, the Plaintiffs and Colonial agreed to settle the Plaintiffs’ claims against
Colonial for $1,750,000. A Settlement Agreement and Release, dated June 30, 2015, was entered into by the Plaintiffs and Colonial. The Plaintiffs received the settlement amount of
$1,750,000 from Colonial on July 9, 2015.
The Plaintiffs and Progressive did not settle their respective claims at the Mediation. The Carrier Suit continued with respect to these parties.
By Order of the court, dated August 10, 2016, the parties were granted permission to serve and file motions for summary judgment by November 9, 2016. Prior to consideration of these
motions, a Settlement Conference was held before the court on November 16, 2016. The Plaintiffs and Progressive did not settle their respective claims at that Settlement Conference.
The Plaintiffs filed a motion for partial summary judgment. Progressive filed a motion for summary judgment. These motions were returnable before the court on December 5, 2016.
By Order, dated September 18, 2017, the court granted the Plaintiffs’ motion for partial summary judgment, and denied Progressive’s motion for summary judgment.
A Status Conference was held before the court on October 26, 2017. As a result thereof, a Settlement Conference was scheduled for December 1, 2017, before the court.
A Settlement Conference in the Carrier Suit was conducted on December 1, 2017, before the court. At the Settlement Conference, the terms of a preliminary settlement were discussed by
the Plaintiffs and Progressive. A proposed Settlement Agreement and Release (“Release”) was circulated among the parties for review.
The last party to the Carrier Suit executed the Release on February 20, 2018. Pursuant to the Release, in consideration for the full settlement and release of all claims (as that term is
defined in the Release) and the dismissal of the Carrier Suit with prejudice, Progressive agreed to pay the Company $2,200,000 by, on, or about March 10, 2018.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
29
Table of Contents
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock trades on the Nasdaq Global Market under the symbol “BCBP.”
The following table sets forth the high and low closing prices for the Company’s common stock for the periods indicated. As of December 31, 2017, there were 15,042,179 shares of the
Company’s common stock outstanding. At March 1, 2018, the Company had approximately 2,500 stockholders of record.
Fiscal 2017
Quarter Ended December 31, 2017
Quarter Ended September 30, 2017
Quarter Ended June 30, 2017
Quarter Ended March 31, 2017
Fiscal 2016
Quarter Ended December 31, 2016
Quarter Ended September 30, 2016
Quarter Ended June 30, 2016
Quarter Ended March 31, 2016
$
$
High
14.90
15.40
16.00
16.65
High
13.50
11.30
10.60
10.76
$
$
Low
13.60
12.30
15.15
13.08
Low
11.01
10.18
9.97
9.75
$
$
Cash Dividend Declared
0.14
0.14
0.14
0.14
Cash Dividend Declared
0.14
0.14
0.14
0.14
Please see “Item 1. Business—Bank Regulation—Dividends” for a discussion of restrictions on the ability of the Bank to pay the Company dividends.
Compensation Plans
Set forth below is information as of December 31, 2017 regarding equity compensation plans that have been approved by shareholders. The Company has no equity based benefit plans
that were not approved by shareholders.
Plan
Equity compensation plans approved by
shareholders
Equity compensation plans not approved
by shareholders
Total
Number of securities to be issued
upon exercise of outstanding
options and rights
Weighted average
Exercise price(2)
Number of securities remaining
available for issuance under plan
889,300(1)
—
—
889,300
$11.42
—
$11.42
10,700
10,700
_____________________________
(1) Consists of options to purchase 889,300 shares under the 2011 Stock Option Plan.
(2) The weighted average exercise price reflects the exercise prices ranging from $8.93-$13.32 per share for options under the 2011 Stock Option Plan.
30
Table of Contents
Set forth hereunder is a stock performance graph comparing (a) the cumulative total return on the common stock for the period beginning with the closing sales price on January 1, 2013
through December 31, 2017, (b) the cumulative total return on all publicly traded commercial bank stocks over such period, as repriced on the SNL Banks Index, and (c) the cumulative
total return of the Nasdaq Market Index over such period. Cumulative return assumes the reinvestment of dividends, and is expressed in dollars based on an assumed investment of $100.
BCB Bancorp, Inc.
Index
BCB Bancorp, Inc.
NASDAQ Composite Index
SNL Bank Index
Period Ending
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
12/31/17
100.00
100.00
100.00
149.04
140.12
137.30
135.45
160.78
153.48
126.14
171.97
156.10
166.08
187.22
197.23
192.45
242.71
232.91
31
Table of Contents
The Company had no stock repurchase plan during the fourth quarter of 2017.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following tables set forth selected consolidated historical financial and other data of BCB Bancorp, Inc. at and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013.
The information, at December 31, 2017 and 2016 and for the three year period ended December 31, 2017, is derived in part from, and should be read together with, the audited
Consolidated Financial Statements and Notes thereto of BCB Bancorp, Inc. that appear in this annual report on Form 10-K. The other years presented in these tables are derived from
audited consolidated financial statements that do not appear in this annual report on Form 10-K.
2017
2016
2015
2014
2013
Selected financial condition data at December 31,
(In Thousands)
Total assets
$
1,942,837
$
1,708,208
$
1,618,406
$
1,301,900
$
1,207,959
Cash and cash equivalents
Securities available for sale
Securities, held to maturity
Loans receivable, net
Deposits
Borrowings
Stockholders’ equity
124,235
122,589
-
1,643,677
1,569,370
185,000
176,454
65,038
94,765
-
1,485,159
1,392,205
175,000
131,081
132,635
9,623
-
1,420,118
1,273,929
204,124
133,544
32,123
9,768
-
1,207,850
1,028,556
137,124
102,252
29,844
1,104
114,216
1,020,344
968,670
132,124
100,060
Net interest income
Provision for loan losses
Non-interest income
Non-interest expense
Income tax expense
Net income
Net income per share:
Basic
Diluted
Common Dividends declared per share
Selected operating data for the year ended December 31,
2017
2016
2015
2014
2013
$
61,884
$
55,060 $
53,511
$
49,888
$
(In thousands, except for per share amounts)
2,110
7,483
47,044
10,231
9,982
$
0.76
0.75
0.56
$
$
$
27
6,123
47,895
5,258
8,003 $
0.63 $
0.63 $
0.56 $
32
$
$
$
$
2,280
7,065
46,452
4,814
7,030
0.69
0.69
0.56
$
$
$
$
2,800
3,958
38,409
5,047
7,590
0.81
0.81
0.54
$
$
$
$
46,779
2,750
3,375
31,437
6,551
9,416
1.06
1.06
0.48
Table of Contents
Selected Financial Ratios and Other Data:
Return on average assets (ratio of net income to average total assets)
Return on average stockholders’ equity (ratio of net income to average stockholders’
equity)
Non-interest income to average assets
Non-interest expense to average assets
Net interest rate spread during the year
Net interest margin (net interest income to average interest earning assets)
Ratio of average interest-earning assets to average interest-bearing liabilities
Cash dividend payout ratio
Asset Quality Ratios:
Non-performing loans to total loans at end of year
Allowance for loan losses to non-performing loans at end of year
Allowance for loan losses to total loans at end of year
Capital Ratios:
Stockholders’ equity to total assets at end of year
Average stockholders’ equity to average total assets
Tier 1 capital to average assets (1)
Tier 1 capital to risk weighted assets (1)
__________
(1) Ratios are for BCB Community Bank only.
At or for the Years Ended December 31,
2017
2016
2015
2014
2013
0.55 %
0.47 %
0.48 %
0.61 %
0.80 %
7.02
0.41
2.57
3.32
3.49
6.11
0.36
2.81
3.14
3.32
6.52
0.48
3.15
3.50
3.72
7.42
0.32
3.09
3.94
4.11
119.49
71.71
118.02
86.87
118.42
76.50
119.75
68.67
0.80
133.28
1.05
1.23
110.59
1.14
9.08
7.78
9.50
7.63
7.70
8.10
1.63
76.95
1.25
8.25
7.30
8.61
1.60
82.39
1.32
7.85
8.22
8.33
10.18
0.29
2.68
3.89
4.06
118.32
45.28
1.98
69.74
1.38
8.28
7.89
8.70
12.09
10.33
10.81
10.48
12.41
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
This discussion, and other written material, and statements management may make, may contain certain forward-looking statements regarding the Company’s prospective performance
and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends
such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is
including this statement for purposes of said safe harbor provisions.
Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which
include, but are not limited to, factors discussed in the Company’s Annual Report on Form 10-K and in other documents filed by the Company with the Securities and Exchange
Commission. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identified by the
use of the words “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “may,” “will,” “should,” “could,” “predicts,” “forecasts,” “potential,” or “continue” or similar
terms or the negative of these terms. The Company’s ability to predict results or the actual effects of its plans or strategies is inherently uncertain. Accordingly, actual results may differ
materially from anticipated results.
Factors that could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in market interest rates, general economic
conditions, legislation, and regulation; changes in monetary and fiscal policies of the United States Government, including policies of the United States Treasury and Federal Reserve
Board; changes in the quality or composition of the loan or investment portfolios; changes in deposit flows, competition, and demand for financial services, loans, deposits and investment
products in the Company’s local markets; changes in accounting principles and guidelines; war or terrorist activities; and other economic, competitive, governmental, regulatory,
geopolitical and technological factors affecting the Company’s operations, pricing and services.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this discussion. Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required
by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which
such statements were made.
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Table of Contents
Critical Accounting Policies
Critical accounting policies are those accounting policies that can have a significant impact on the Company’s financial position and results of operations that require the use of complex
and subjective estimates based upon past experiences and management’s judgment. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates.
Below are those policies applied in preparing the Company’s consolidated financial statements that management believes are the most dependent on the application of estimates and
assumptions. For additional accounting policies, see Note 2 of “Notes to Consolidated Financial Statements.”
Allowance for Loan Losses
Loans receivable are presented net of an allowance for loan losses and net deferred loan fees. In determining the appropriate level of the allowance, management considers a combination
of factors, such as economic and industry trends, real estate market conditions, size and type of loans in portfolio, nature and value of collateral held, borrowers’ financial strength and
credit ratings, and prepayment and default history. The calculation of the appropriate allowance for loan losses requires a substantial amount of judgment regarding the impact of the
aforementioned factors, as well as other factors, on the ultimate realization of loans receivable. In addition, our determination of the amount of the allowance for loan losses is subject to
review by the New Jersey Department of Banking and Insurance and the FDIC, as part of their examination process. After a review of the information available, our regulators might
require the establishment of an additional allowance. Any increase in the loan loss allowance required by regulators would have a negative impact on our earnings.
Other-than-Temporary Impairment of Securities
If the fair value of a security is less than its amortized cost, the security is deemed to be impaired. Management evaluates all securities with unrealized losses quarterly to determine if such
impairments are “temporary” or “other-than-temporary” in accordance with Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities.
Accordingly, temporary impairments are accounted for based upon the classification of the related securities as either available for sale or held to maturity. Temporary impairments on
available for sale securities are recognized, on a tax-effected basis, through Other Comprehensive Income (“OCI”) with offsetting entries adjusting the carrying value of the securities and
the balance of deferred taxes. Conversely, the carrying values of held to maturity securities are not adjusted for temporary impairments. Information concerning the amount and duration
of temporary impairments on both available for sale and held to maturity securities is generally disclosed in the notes to the consolidated financial statements.
Other-than-temporary impairments are accounted for based upon several considerations. First, other-than-temporary impairments on debt securities that the Company has decided to sell
as of the close of a fiscal period, or will, more likely than not, be required to sell prior to the full recovery of fair value to a level equal to or exceeding amortized cost, are recognized in
earnings. If neither of these conditions regarding the likelihood of the sale of debt securities are applicable, then the other-than-temporary impairment is bifurcated into credit-related and
noncredit-related components. A credit-related impairment represents the amount by which the present value of the cash flows that are expected to be collected on a debt security fall
below its amortized cost. The noncredit-related component represents the remaining portion of the impairment not otherwise designated as credit-related. Credit-related other-than-
temporary impairments are recognized in earnings and noncredit-related other-than-temporary impairments are recognized in OCI. Equity securities on which there is an unrealized loss
that is deemed other-than-temporary are written down to fair value with the write-down recognized in earnings.
Deferred Income Taxes
The Company records income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities: (i) are recognized for the expected future tax consequences of
events that have been recognized in the consolidated financial statements or the consolidated and separate entity tax returns; (ii) are attributable to differences between the consolidated
financial statement carrying amounts of existing assets and liabilities and their respective tax bases; and (iii) are measured using enacted tax rates expected to apply in the years when
those temporary differences are expected to be recovered or settled.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. In making this
assessment, management considers the profitability of current core operations, future market growth, forecasted earnings, future taxable income, and ongoing, feasible and permissible tax
planning strategies. Deferred tax assets have been reduced by a valuation allowance for all portions determined not likely to be realized. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income tax expense in the period of enactment. The valuation allowance is adjusted, by a charge or credit to income tax expense, as changes in facts
and circumstances warrant.
On December 22, 2017 the Tax Cut and Jobs Act was signed into law. ASC 740 (Income Taxes) requires the recognition of the effect of changes in tax laws or rates in the period in which
the legislation is enacted. The changes in the deferred tax assets and liabilities remeasured at the new 21% federal tax rate are reflected in income tax expense for fiscal year 2017.
Fair Value Measurements
Management uses its best judgment in estimating fair value measurements of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique.
Management utilized various inputs to determine fair value including but not limited to the use of, valuation techniques based on various assumptions, including, but not limited to cash
flows, discount rates, rate of return, adjustments for nonperformance and liquidity, quoted market prices, and appraisals. Therefore, for substantially all financial instruments, the fair value
estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been
measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these consolidated financial statements to those respective dates. As such, the
estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.
34
Table of Contents
Financial Condition at December 31, 2017 and 2016
Total assets increased by $234.6 million, or 13.7%, to $1.943 billion at December 31, 2017 from $1.708 billion at December 31, 2016. Total assets increased primarily as a result of
increases in net loans receivable, total cash and cash equivalents, and securities available for sale, partially offset by decreases in deferred income taxes, other real estate owned properties,
and loans held for sale. Management is focusing on maintaining adequate liquidity in anticipation of funding loans in the loan pipeline as well as seeking opportunities to purchase loans in
the secondary market that provide competitive returns but meet our internal underwriting guidelines. It is our intention to grow our assets at a measured pace consistent with our capital
levels and as business opportunities permit.
Net loans receivable increased by $158.5 million, or 10.7%, to $1.644 billion at December 31, 2017 from $1.485 billion at December 31, 2016. The increase resulted primarily from a
$142.7 million increase in real estate mortgages consisting of commercial and multi-family loans, an increase of $31.9 million in residential real estate loans , an increase of $2.9 million
in commercial business loans, an increase of $1.4 million in home equity and home equity lines of credit, partly offset by a decrease of $20.4 million in construction loans and an increase
in the allowance for loan losses of $166,000. As of December 31, 2017, the allowance for loan losses was $17.4 million, or 133.28%, of non-performing loans and 1.05% of gross loans,
as compared to $17.2 million or 110.6% of non-performing loans and 1.14% of gross loans at December 31, 2016. As a result of the loans acquired in the business combination
transactions being recorded at their fair value, the balances in the allowance for loan losses that were on the balance sheets of the former Pamrapo Bancorp, Inc., and Allegiance
Community Bank are precluded from being reported in the allowance balance previously discussed, consistent with generally accepted accounting principles.
Total cash and cash equivalents increased by $59.2 million, or 91.0%, to $124.2 million at December 31, 2017 from $65.0 million at December 31, 2016, primarily related to the
Company’s goal of further strengthening its liquidity position.
Securities available for sale increased $27.8 million, or 29.4%, to $122.6 million at December 31, 2017 from $94.8 million at December 31, 2016. As part of our growth and liquidity
strategies, the Bank sought to further strengthen our balance sheet by increasing our investment portfolio.
Deposit liabilities increased by $177.2 million, or 12.7%, to $1.569 billion at December 31, 2017 from $1.392 billion at December 31, 2016. The increase resulted primarily from an
increase of $123.8 million in certificates of deposit, an increase of $22.4 million in money market interest-bearing deposits, an increase of $17.2 million in non-interest-bearing deposits,
an increase of $15.3 million in interest-bearing checking deposits, partially offset by a decrease of $1.5 million in savings and club deposits. Recognizing this shift in the mix of our
deposits, the attraction and retention of non-interest bearing commercial deposits, and longer dated maturity deposits remains a focus of our retail deposit gathering philosophy.
The Company had no short-term borrowings at December 31, 2017 and $20.0 million at December 31, 2016. Long-term borrowings increased by $30.0 million, or 19.4%, to $185.0
million at December 31, 2017 from $155.0 million at December 31, 2016. The purpose of the borrowings reflected the use of long term and short term FHLB advances to augment
deposits as the Company’s funding source for originating loans and investing in GSE investment securities.
Stockholders’ equity increased $45.4 million, or 34.6%, to $176.5 million at December 31, 2017 from $131.1 million at December 31, 2016, primarily as a result of the $42.8 million of
proceeds from Company’s common stock equity raise that took place in the third quarter of the year.
35
Table of Contents
Analysis of Net Interest Income
Net interest income is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Net interest income depends on the relative
amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them, respectively.
The following tables set forth balance sheets, average yields and costs, and certain other information for the years indicated. All average balances are daily average balances. The yields
set forth below include the effect of deferred fees, discounts and premiums, which are included in interest income.
At December 31, 2017
Year ended December 31, 2017
Year ended December 31, 2016
Actual
Balance
Actual
Yield/
Cost
Average
Balance
Interest
earned/paid
Average
Yield/Cost
Average
Balance
Interest
earned/paid
Average
Yield/Cost
(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1)
Investment securities(2)
Interest-earning deposits
Total interest-earning assets
1,902,607
4.29 %
1,773,258
$ 1,661,052
4.61 % $ 1,591,339
$
73,355
4.61 % $ 1,449,816
$
69,406
132,800
108,755
2.43
1.18
104,520
77,399
2,904
1,312
77,571
2.78
1.70
38,893
169,121
4.38 % 1,657,830
1,217
732
71,355
4.79 %
3.13
0.43
4.30 %
Interest-earning liabilities:
Interest-bearing demand deposits
$ 297,040
0.56 % $ 305,208
$
Money market deposits
Savings deposits
Certificates of deposit
Borrowings
148,022
258,632
664,633
189,124
0.94
0.15
1.48
2.08
135,202
263,500
619,377
160,699
1,666
1,150
397
8,838
3,636
0.55 % $ 284,271
$
1,560
0.55 %
0.85
0.15
1.43
2.26
80,588
255,232
593,994
190,613
530
379
8,092
5,734
0.66
0.15
1.36
3.01
Total interest-bearing liabilities
1,557,451
1.09 %
1,483,986
15,687
1.06 % 1,404,698
16,295
1.16 %
Net interest income
$
61,884
$
55,060
Interest rate spread(3)
Net interest margin(4)
Ratio of interest-earning assets to
3.20 %
3.40 %
3.32 %
3.49 %
3.14 %
3.32 %
122.16%
interest-bearing liabilities
___________________________
(1) Excludes allowance for loan losses.
(2) Includes Federal Home Loan Bank of New York stock.
(3) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4) Net interest margin represents net interest income as a percentage of average interest-earning assets.
119.49%
118.02%
36
Table of Contents
Analysis of Net Interest Income (Continued)
Interest-earning assets:
Loans receivable (1)
Investment securities(2)
Interest-earning deposits
Total interest-earning assets
Interest-earning liabilities:
Interest-bearing demand deposits
Money market deposits
Savings deposits
Certificates of deposit
Borrowings
Total interest-bearing liabilities
Net interest income
Interest rate spread(3)
Net interest margin(4)
Year ended December 31, 2015
(Dollars in Thousands)
Average Balance
Interest earned/paid
Average Yield/Cost
$
$
1,360,304
$
19,829
58,392
1,438,525
189,016
51,872
260,284
515,706
197,917
1,214,795
$
$
66,628
651
101
67,380
716
207
403
6,084
6,459
13,869
53,511
4.90 %
3.28
0.17
4.68 %
0.38 %
0.40
0.16
1.18
3.26
1.14 %
3.54 %
3.72 %
Ratio of interest-earning assets to interest-bearing liabilities
___________________________
(1) Excludes allowance for loan losses.
(2) Includes Federal Home Loan Bank of New York stock.
(3) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(4) Net interest margin represents net interest income as a percentage of average interest-earning assets.
118.42%
37
Table of Contents
Rate/Volume Analysis
The table below sets forth certain information regarding changes in our interest income and interest expense for the years indicated. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to (i) changes in average volume (changes in average volume multiplied by old rate); (ii) changes in rate
(change in rate multiplied by old average volume); (iii) changes due to combined changes in rate and volume; and (iv) the net change.
Years Ended December 31,
2017 vs. 2016
Increase (Decrease) Due to
2016 vs. 2015
Increase (Decrease) Due to
Volume
Rate
Rate/Volume
Total
Increase
(Decrease)
Volume
Rate
Rate/Volume
Total
Increase
(Decrease)
(In thousands)
$
6,775
$
(2,575)
$
(251)
$
3,949
$
4,384
$
(1,507)
$
(99)
$
2,778
Interest income:
Loans receivable
Investment securities
Interest-earning deposits
Total interest-earning assets
Interest expense:
Interest-bearing demand accounts
Money market deposits
Savings deposits
Certificates of Deposits
Borrowings
2,055
(397)
8,433
115
359
13
346
(137)
2,135
(577)
(9)
156
5
384
(900)
(1,421)
(231)
(1,158)
(1,640)
(1)
106
-
16
223
1,687
580
6,216
105
621
18
746
625
191
(30)
152
5,200
(1,385)
361
115
(8)
924
322
134
(17)
942
(2,098)
(238)
(505)
Total interest-bearing liabilities
(67)
(885)
344
(608)
1,154
876
Change in net interest income
$
8,500
$
308
$
(1,984)
$
6,824
$
4,046
$
(2,261)
$
(238)
$
38
(29)
288
160
162
74
-
143
19
398
566
631
3,975
845
323
(25)
2,009
(724)
2,428
1,547
Table of Contents
Results of Operations for the Years Ended December 31, 2017 and 2016
Net income was $10.0 million for the year ended December 31, 2017, compared with $8.0 million for the year ended December 31, 2016. Net income increased due to higher interest
income, lower interest expense, higher non-interest income, and lower non-interest expense, partially offset by an increase in the provision for loan losses and higher income tax expense
for the year ended December 31, 2017, as compared with the year ended December 31, 2016.
Net interest income increased by $6.8 million, or 12.4%, to $61.9 million for the year ended December 31, 2017 from $55.1 million for the year ended December 31, 2016. The increase in
net interest income resulted primarily from an increase in the average balance of interest-earning assets of $115.4 million, or 7.0%, to $1.773 billion for the year ended December 31, 2017
from $1.658 billion for year ended December 31, 2016, as well as an increase in the average yield on interest-earning assets of 7 basis points to 4.37% for the year ended December 31,
2017 from 4.30% for the year ended December 31, 2016. The average balance of interest-bearing liabilities increased by $79.3 million, or 5.6%, to $1.484 billion for the year ended
December 31, 2017 from $1.405 billion for the year ended December 31, 2016, and the average cost of interest bearing liabilities decreased by 10 basis points to 1.06% for year ended
December 31, 2017 from 1.16% for the year ended December 31, 2016. The net interest margin was 3.49% for the year ended December 31, 2017, and 3.32 % for the year ended
December 31, 2016.
Interest income on loans receivable increased by $3.9 million, or 5.7%, to $73.4 million for the year ended December 31, 2017 from $69.4 million for the year ended December 31, 2016.
The increase was primarily attributable to an increase in the average balance of loans receivable of $141.5 million, or 9.8%, to $1.591 billion for the year ended December 31, 2017 from
$1.450 billion for the year ended December 31, 2016, partially offset by a decrease in the average yield on loans receivable to 4.61% for the year ended December 31, 2017 from 4.79%
for the year ended December 31, 2016. The increase in the average balance of loans receivable was the result of our comprehensive loan growth strategy. The decrease in average yield on
loans reflected the competitive price environment prevalent in the Company’s primary market area on loan facilities as well as the repricing downward of certain variable rate loans.
Interest income on securities increased by $1.7 million, or 138.6%, to $2.9 million for the year ended December 31, 2017 from $1.2 million for the year ended December 31, 2016. This
increase was primarily due to an increase in the average balance of securities of $65.6 million, or 168.7%, to $104.5 million for the year ended December 31, 2017 from $38.9 million for
the year ended December 31, 2016, partly offset by a decrease in the average yield of securities to 2.78% for the year ended December 31, 2017 from 3.13% for the year ended December
31, 2016.
Interest income on other interest-earning assets increased by $580,000, or 79.2%, to $1.3 million for the year ended December 31, 2017 from $732,000 for the year ended December 31,
2016. This increase was primarily due to an increase in the average yield on other interest-earning assets to 1.70% for the year ended December 31, 2017 from 0.43% for the year ended
December 31, 2016, partially offset by a decrease in the average balance of other interest-earning assets of $91.7 million, or 54.2%, to $77.4 million for the year ended December 31, 2017
from $169.1 million for the year ended December 31, 2016.
Total interest expense decreased by $608,000, or 3.7%, to $15.7 million for the year ended December 31, 2017 from $16.3 million for the year ended December 31, 2016. The increase
resulted primarily from an increase in the average balance of interest-bearing liabilities of $79.3 million, or 5.6%, to $1.484 billion for the year ended December 31, 2017 from $1.405
billion for the year ended December 31, 2016 as well as a decrease in the average cost of interest-bearing liabilities of 10 basis points to 1.06% for the year ended December 31, 2017 from
1.16% for the year ended December 31, 2016.
The provision for loan losses totaled $2.1 million and $27,000 for the years ended December 31, 2017 and 2016, respectively. The provision for loan losses is established based upon
management’s review of the Company’s loans and consideration of a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic
conditions, (3) actual losses previously experienced, (4) the activity and fluctuating balance of loans receivable, and (5) the existing level of reserves for loan losses that are probable and
estimable. During the year ended December 31, 2017, the Company experienced $1.9 million in net charge-offs (consisting of $2.14 million in charge-offs and $200,000 in recoveries).
During the year ended December 31, 2016, the Company experienced $860,000 in net charge-offs (consisting of $1.08 million in charge-offs and $221,000 in recoveries). The Company
had non-performing loans totaling $13.4 million, or .80%, of gross loans at December 31, 2017 and $18.5 million, or 1.23%, of gross loans at December 31, 2016. The allowance for loan
losses was $17.3 million, or 1.05%, of gross loans at December 31, 2017 as compared to $17.2 million, or 1.14%, of gross loans at December 31, 2016. The amount of the allowance is
based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as
necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary
based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses
and may require the Company to recognize additional provisions based on their judgment of information available to them at the time of their examination. Management believes that the
allowance for loan losses was adequate at both December 31, 2017 and December 31, 2016.
Total non-interest income increased by $1.4 million, or 22.2%, to $7.5 million for the year ended December 31, 2017 compared with $6.1 million for the year ended December 31, 2016.
The increase was primarily attributable to income gained from the sales of other real estate owned properties of $1.6 million for the year ended December 31, 2017 with no comparable
gain for the year ended December 31, 2016, a loss on a bulk sale of impaired loans held in the portfolio of $373,000 for the year ended December 31, 2016 with no comparable loss for the
year ended December 31, 2017, an increase in sales of investment securities of $97,000 for the year ended December 31, 2017 with no comparable sale for the year ended December 31,
2016, and an increase in other non-interest income of $249,000, or 264.9%, to $343,000 for the year ended December 31, 2017 from $94,000 for the year ended December 31, 2016. The
increase in other non-interest income related to $237,000 of proceeds from a legal settlement in the second quarter of 2017. The increase in total non-interest income was partly offset by a
decrease in gains on sales of loans of $969,000, or 29.1%, to $2.4 million for the year ended December 31, 2017 from $3.3 million for the year ended December 31, 2016. The sales of
loans and other real estate owned properties is generally based on market conditions.
Total non-interest expense decreased by $851,000, or 1.8%, to $47.0 million for the year ended December 31, 2017 from $47.9 million for the year ended December 31, 2016. Salaries
and employee benefits expense decreased by $1.6 million, or 6.2%, to $23.7 million for the year ended December 31, 2017 from $25.3 million for the year ended December 31, 2016. This
decrease in both salaries and employee benefits was mainly attributable to a decrease of 51 average full-time equivalent employees, or 14.0%, to 314 for the year ended December 31,
2017 from 365 for the year ended December 31, 2016. Advertising expense decreased by $1.2 million, or 73.0%, to $433,000 for the year ended December 31, 2017 from $1.6 million for
the year ended December 31, 2016, partly related to advertising efforts with the opening of several de novo branches in 2016. Regulatory assessment expense decreased by $441,000, or
28.1%, to $1.1 million for the year ended December 31, 2017 from $1.6 million for the year ended December 31, 2016, primarily related to lower FDIC rates. Net other real estate owned
(“OREO”) expense decreased by $75,000, or 33.9%, to $146,000 for the year ended December 31, 2017 from $221,000 for the year ended December 31, 2016. The decrease in total non-
interest expense was partly offset by an increase in professional fees of $1.0 million, or 57.3%, to $2.8 million for the year ended December 31, 2017 from $1.8 million for the year ended
December 31, 2016 and merger related costs of $802,000 for the year ended December 31, 2017 with no comparable figure for the year ended December 31, 2016. The increase in
professional fees primarily related to counsel fees and litigation expenses awarded to a plaintiff’s class counsel of $1.0 million in the matter of Kube v. Pamrapo Bancorp, Inc. et al. Data
processing expense increased $148,000, or 5.7%, to $2.7 million for the year ended December 31, 2017 from $2.6 million for the year ended December 31, 2016. Occupancy and
equipment expense increased by $106,000, or 1.3%, to $8.3 million for the year ended December 31, 2017 from $8.2 million for the year ended December 31, 2016. Director fees
increased by $21,000, or 3.1%, to $691,000 for the year ended December 31, 2017 from $670,000 for the year ended December 31, 2016. The increase in Directors Fees primarily related
to the addition of one new director to the Bank’s Board of Directors. Other non-interest expense increased by $295,000, or 4.9%, to $6.3 million for the year ended December 31, 2017
from $6.0 million for the year ended December 31, 2016. Other non-interest expense consists of loan expense, stationary, forms and printing, check printing, correspondent bank fees,
telephone and communication, and other fees and expenses.
39
Table of Contents
Income tax provision increased $5.0 million, or 94.6%, to $10.2 million for the year ended December 31, 2017 from $5.2 million for the year ended December 31, 2016. Of the total
increase, $2.2 million related to remeasuring net deferred tax assets as revised by GAAP due to the change in corporate tax rate from 35% to the lower 21% rate as a result of the Tax Cut
and Jobs Act law enacted in December 2017. The consolidated effective tax rate for the year ended December 31, 2017 was 50.6% compared to 39.7% for the year ended December 31,
2016.
Results of Operations for the Years Ended December 31, 2016 and 2015
Net income was $8.0 million for the year ended December 31, 2016, compared with $7.0 million for the year ended December 31, 2015. Net income increased due to higher interest
income on interest earning assets, lower interest expense on borrowings, and a lower provision for loan loss, partially offset by increases in interest expense on deposits, lower non-interest
income, and higher non-interest expense for the year ended December 31, 2016, as compared with the year ended December 31, 2015.
Net interest income increased by $1.5 million, or 2.9%, to $55.1 million for the year ended December 31, 2016 from $53.6 million for the year ended December 31, 2015. The increase in
net interest income resulted primarily from an increase in the average balance of interest-earning assets of $219.3 million, or 15.3%, to $1.658 billion for the year ended December 31,
2016 from $1.439 billion for year ended December 31, 2015, partly offset by a decrease in the average yield on interest-earning assets of 38 basis points to 4.30% for the year ended
December 31, 2016 from 4.68% for the year ended December 31, 2015. The average balance of interest-bearing liabilities increased by $189.9 million, or 15.6%, to $1.405 billion for the
year ended December 31, 2016 from $1.215 billion for the year ended December 31, 2015, and the average cost of interest bearing liabilities increased by 2 basis points to 1.16% for year
ended December 31, 2016 from 1.14% for the year ended December 31, 2015. Net interest margin was 3.32% for the year ended December 31, 2016, and 3.72% for the year ended
December 31, 2015.
Interest income on loans receivable increased by $2.8 million, or 4.2%, to $69.4 million for the year ended December 31, 2016 from $66.6 million for the year ended December 31, 2015.
The increase was primarily attributable to an increase in the average balance of loans receivable of $89.5 million, or 6.6%, to $1.450 billion for the year ended December 31, 2016 from
$1.360 billion for the year ended December 31, 2015, partially offset by a decrease in the average yield on loans receivable to 4.79% for the year ended December 31, 2016 from 4.90%
for the year ended December 31, 2015. The increase in the average balance of loans receivable was the result of our comprehensive loan growth strategy. The decrease in average yield on
loans reflects the competitive price environment prevalent in the Company’s primary market area on loan facilities as well as the repricing downward of certain variable rate loans.
Interest income on securities increased by $566,000, or 86.9%, to $1.2 million for the year ended December 31, 2016 from $651,000 for the year ended December 31, 2015. This increase
was primarily due to an increase in the average balance of securities of $19.1 million, or 96.2%, to $38.9 million for the year ended December 31, 2016 from $19.8 million for the year
ended December 31, 2015, partly offset by a decrease in the average yield of securities to 3.13% for the year ended December 31, 2016 from 3.28% for the year ended December 31,
2015.
Interest income on other interest-earning assets increased by $631,000, or 624.8%, to $732,000 for the year ended December 31, 2016 from $101,000 for the year ended December 31,
2015. This increase was primarily due to an increase in the average balance of other interest earning assets of $110.7 million, or 189.6%, to $169.1 million for the year ended December
31, 2016 from $58.4 million for the year ended December 31, 2015 as well as an increase in the average yield on other interest-earning assets to 0.43% for the year ended December 31,
2016 from 0.17% for the year ended December 31, 2015.
Total interest expense increased by $2.4 million, or 17.5%, to $16.3 million for the year ended December 31, 2016 from $13.9 million for the year ended December 31, 2015. The increase
resulted primarily from an increase in in the average balance of interest-bearing liabilities of $189.9 million, or 15.6%, to $1.405 billion for the year ended December 31, 2016 from
$1.215 billion for the year ended December 31, 2015 and an increase in the average cost of interest-bearing liabilities of 2 basis points to 1.16% for the year ended December 31, 2016
from 1.14% for the year ended December 31, 2015.
The provision for loan losses totaled $27,000 and $2.3 million for the years ended December 31, 2016 and 2015, respectively. The provision for loan losses is established based upon
management’s review of the Company’s loans and consideration of a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic
conditions, (3) actual losses previously experienced, (4) the activity and fluctuating balance of loans receivable, and (5) the existing level of reserves for loan losses that are probable and
estimable. During the year ended December 31, 2016, the Company experienced $860,000 in net charge-offs (consisting of $1.08 million in charge-offs and $221,000 in recoveries).
During the year ended December 31, 2015, the Company experienced $389,000 in net charge-offs (consisting of $462,000 in charge-offs and $73,000 in recoveries). The Company had
non-performing loans totaling $18.5 million, or 1.23, of gross loans at December 31, 2016 and $23.4 million, or 1.63%, of gross loans at December 31, 2015. The allowance for loan
losses was $17.2 million, or 1.14%, of gross loans at December 31, 2016 as compared to $18.0 million, or 1.25%, of gross loans at December 31, 2015. The amount of the allowance is
based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as
necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary
based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses
and may require the Company to recognize additional provisions based on their judgment of information available to them at the time of their examination. Management believes that the
allowance for loan losses was adequate at both December 31, 2016 and December 31, 2015.
Total non-interest income decreased by $942,000, or 13.3% to $6.1 million for the year ended December 31, 2016 compared with $7.0 million for the year ended December 31, 2015.
Gains on sales of loans decreased $1.5 million to $3.3 million for the year ended December 31, 2016 from $4.9 million for the year ended December 31, 2015, partly offset by an increase
in fees and service charges of $1.0 million to $3.1 million for the year ended December 31, 2016 from $2.1 million for the year ended December 31, 2015.
Total non-interest expense increased by $1.4 million, or 3.1%, to $47.9 million for the year ended December 31, 2016 from $46.4 million for the year ended December 31, 2015. Salaries
and employee benefits expense increased by $2.2 million, or 9.6%, to $25.3 million for the year ended December 31, 2016 from $23.1 million for the year ended December 31, 2015. This
increase in both salaries and employee benefits was mainly attributable to an increase of 35 average full-time equivalent employees, or 10.8%, to 365 for the year ended December 31,
2016 from 330 for the year ended December 31, 2015. The increase in employees relates to the addition of business development and loan administration employees, and the openings and
anticipated openings of new branch offices in 2015 and 2016. Occupancy and equipment expense increased by $533,000, or 7.0%, to $8.2 million for the year ended December 31, 2016
from $7.6 million for the year ended December 31, 2015. The increase in occupancy and equipment expense was related primarily to the openings of new branch offices in 2016 and 2015.
Data processing expense decreased by $1.6 million, or 38.7%, to $2.6 million for the year ended December 31, 2016 from $4.2 million for the year ended December 31, 2015. The
decrease in data processing expense was primarily related to efficiencies achieved with the conversion to a new core system. Professional fees increased by $511,000, or 39.6%, to $1.8
million for the year ended December 31, 2016 from $1.3 million for the year ended December 31, 2015. Director fees increased by $142,000, or 26.9%, to $670,000 for the year ended
December 31, 2016 from $528,000 for the year ended December 31, 2015. Regulatory assessments increased by $350,000, or 28.7%, to $1.6 million for the year ended December 31,
2016 from $1.2 million for the year ended December 31, 2015, primarily related to asset growth. Advertising expense decreased by $616,000, or 27.8%, to $1.6 million for the year ended
December 31, 2016 from $2.2 million for the year ended December 31, 2015. Net other real estate owned (“OREO”) expense decreased by $353,000, or
40
Table of Contents
61.5%, to $221,000 for the year ended December 31, 2016 from $574,000 for the year ended December 31, 2015. Other non-interest expense increased by $306,000, or 5.4%, to $6.0
million for the year ended December 31, 2016 from $5.7 million for the year ended December 31, 2015. Other non-interest expense is comprised of loan expense, stationary, forms and
printing, check printing, correspondent bank fees, telephone and communication, and other fees and expenses.
The income tax provision increased by $444,000, or 9.2%, to $5.3 million for the year ended December 31, 2016 from $4.8 million for the year ended December 31, 2015. The increase in
the income tax provision was a result of higher taxable income during the year ended December 31, 2016 as compared to the year ended December 31, 2015. The consolidated effective
tax rate for the year ended December 31, 2016 was 39.7% compared to 40.7% for the year ended December 31, 2015.
Liquidity and Capital Resources
The overall objective of our liquidity management practices is to ensure the availability of sufficient funds to meet financial commitments and to take advantage of lending and investment
opportunities. The Company manages liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings and other obligations as they mature, and
to fund loan and investment portfolio opportunities as they arise.
The Company’s primary sources of funds to satisfy its objectives are net growth in deposits (primarily retail), principal and interest payments on loans and investment securities, proceeds
from the sale of originated loans and FHLB and other borrowings. The scheduled amortization of loans is a predictable source of funds. Deposit flows and mortgage prepayments are
greatly influenced by general interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises, including unsecured
overnight lines of credit and other collateralized borrowings from the FHLB and other correspondent banks.
At December 31, 2017, the Company had $0 in overnight borrowings outstanding with the FHLB compared to $20 million at December 31, 2016. The Company utilizes overnight
borrowings from time to time to fund short-term liquidity needs. The Company had total borrowings with the FHLB of $189.1 million at December 31, 2017 as compared to $179.1
million at December 31, 2016.
The Company had the ability at December 31, 2017 to obtain additional funding from the FHLB of $57.2 million, utilizing unencumbered loan collateral. The Company expects to have
sufficient funds available to meet current loan commitments in the normal course of business through typical sources of liquidity. Time deposits scheduled to mature in one year or less
totaled $419.6 million at December 31, 2017. Based upon historical experience data, management estimates that a significant portion of such deposits will remain with the Company.
At December 31, 2017 and December 31, 2016, the capital ratios of the Bank and the Company exceeded the quantitative capital ratios required for an institution to be considered “well-
capitalized”.
Off-Balance Sheet Arrangements
The Bank engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in the financial statements. These transactions
include commitments to extend credit and unused lines of credit. While these contractual obligations represent future cash requirements, a portion of our commitments to extend credit
may expire without being drawn upon.
Contractual Obligations and Commitments
The following table sets forth our contractual obligations and commercial commitments at December 31, 2017.
Payments due by period
Contractual obligations
Total
Less than 1 Year
1-3 Years
More than 3-5 Years
More than 5 Years
Benefit Plans
Borrowed money
Lease obligations
Certificates of deposit
Total
$
8,158
$
598
$
1,154
$
1,075
$
5,331
(In Thousands)
185,000
25,000
90,000
14,127
2,399
4,033
664,633
419,586
192,416
70,000
3,281
52,631
-
4,414
-
$
871,918
$
447,583
$
287,603
$
126,987
$
9,745
41
Table of Contents
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Management of Market Risk
Qualitative Analysis. The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk. Our assets,
consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage
interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/Liability Committee
which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating
environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Senior management monitors the
level of interest rate risk on a regular basis and the Asset/Liability Committee, which consists of senior management and outside directors operating under a policy adopted by the Board
of Directors, meets as needed to review our asset/liability policies and interest rate risk position.
Quantitative Analysis. The following table presents the Company’s net portfolio value (“NPV”). These calculations were based upon assumptions believed to be fundamentally sound,
although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of December
31, 2017. Assumptions have been made by the Company relating to interest rates, loan prepayment rates, core deposit duration, and the market values of certain assets and liabilities under
the various interest rate scenarios. Actual maturity dates were used for fixed rate loans and certificate accounts. Investment securities were scheduled at either the maturity date or the next
scheduled call date based upon management’s judgment of whether the particular security would be called in the current interest rate environment and under assumed interest rate
scenarios. Variable rate loans were scheduled as of their next scheduled interest rate repricing date. Additional assumptions made in the preparation of the NPV table include prepayment
rates on loans and mortgage-backed securities, core deposits without stated maturity dates were scheduled with an assumed term of 48 months, and money market and noninterest bearing
accounts were scheduled with an assumed term of 24 months. The NPV at “PAR” represents the difference between the Company’s estimated value of assets and estimated value of
liabilities assuming no change in interest rates. The NPV for a decrease of 200 to 300 basis points has been excluded since it would not be meaningful in the interest rate environment as of
December 31, 2017. The following sets forth the Company’s NPV as of December 31, 2017.
Net Portfolio Value
$ Change from PAR
% Change from PAR
NPV Ratio
Change
NPV as a % of Assets
$
183,795
$
(69,647)
(27.48)
%
10.22
%
(269)
bps
206,243
231,194
253,442
266,543
(47,199)
(22,247)
-
13,101
(18.62)
(8.78)
-
5.17
11.14
12.13
12.92
13.25
(177)
bps
(78)
bps
-
33
bps
bps
Change in calculation
(Dollars in Thousands)
+300bp
+200bp
+100bp
PAR
-100bp
_________
bp-basis points
The table above indicates that at December 31, 2017, in the event of a 100 basis point increase in interest rates, we would experience an 8.78% decrease in NPV, as compared to an 8.37%
decrease at December 31, 2016.
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in NPV require making certain assumptions that may or may
not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV table presented assumes that the composition of our interest-
sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected
uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the NPV table provides an indication of our interest rate
risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest
income, and will differ from actual results.
42
Table of Contents
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
BCB Bancorp, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial condition of BCB Bancorp, Inc. and subsidiaries (collectively the "Company") as of December 31, 2017 and
2016, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended
December 31, 2017, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial
reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control – Integrated Framework: (2013) issued by COSO.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all
material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Baker Tilly Virchow Krause, LLP
Iselin, New Jersey
We have served as the Company’s auditor since 2000.
March 6, 2018
43
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
ASSETS
Cash and amounts due from depository institutions
Interest-earning deposits
Total cash and cash equivalents
Interest-earning time deposits
Securities available for sale
Loans held for sale
Loans receivable, net of allowance for loan losses of $17,375 and
$17,209, respectively
Federal Home Loan Bank of New York stock, at cost
Premises and equipment, net
Accrued interest receivable
Other real estate owned
Deferred income taxes
Other assets
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Non-interest bearing deposits
Interest bearing deposits
Total deposits
Short-term debt
Long-term debt
Subordinated debentures
Other liabilities
Total Liabilities
STOCKHOLDERS' EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized,
issued and outstanding 1,342 shares of Series C 6% and Series D 4.5% noncumulative perpetual
preferred stock (liquidation value $10,000 per share) at December 31, 2017 and 1,560 shares of
Series A, B, and C 6% noncumulative perpetual preferred stock at December 31, 2016
Additional paid-in capital preferred stock
Common stock; no par value; 20,000,000 shares authorized, issued 17,572,942
and 13,797,088 at December 31, 2017 and 2016, respectively,
15,042,179 and 11,267,225 shares, respectively outstanding
Additional paid-in capital common stock
Retained earnings
Accumulated other comprehensive (loss)
Treasury stock, at cost, 2,530,763 and 2,529,863, respectively
Total Stockholders' Equity
December 31,
2017
2016
(In Thousands, Except Share and Per Share Data)
$
$
$
$
$
$
16,460
107,775
124,235
980
122,589
1,295
1,643,677
10,211
18,768
6,153
532
5,144
9,253
1,942,837
201,043
1,368,327
1,569,370
-
185,000
4,124
7,889
1,766,383
-
13,241
-
164,230
31,241
(3,142)
(29,116)
176,454
12,121
52,917
65,038
980
94,765
4,153
1,485,159
9,306
19,382
5,573
3,525
9,953
10,374
1,708,208
183,821
1,208,384
1,392,205
20,000
155,000
4,124
5,798
1,577,127
-
15,464
-
120,417
28,159
(3,856)
(29,103)
131,081
Total Liabilities and Stockholders' Equity
$
1,942,837
$
1,708,208
See accompanying notes to consolidated financial statements.
1
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Consolidated Statements of Operations
Interest income:
Loans, including fees
Mortgage-backed securities
Municipal bonds and other debt
FHLB stock and other interest earning assets
Total interest income
Interest expense:
Deposits:
Demand
Savings and club
Certificates of deposit
Borrowings
Total interest expense
Net interest income
Provision for loan losses
Net interest income, after provision for loan losses
Non-interest income:
Fees and service charges
Gain on sales of loans
Loss on bulk sale of impaired loans held in portfolio
Gain on sales of other real estate owned
Gain on sales of securities available for sale
Other
Total non-interest income
Non-interest expense:
Salaries and employee benefits
Occupancy and equipment
Data processing service fees
Professional fees
Director fees
Regulatory assessments
Advertising and promotional
Other real estate owned, net
Merger related expenses
Other
Total non-interest expense
Income before income tax provision
Income tax provision
Net Income
Preferred stock dividends
Net Income available to common stockholders
Net Income per common share-basic and diluted
Basic
Diluted
Weighted average number of common shares outstanding
Basic
Diluted
See accompanying notes to consolidated financial statements.
Years Ended December 31,
2017
2016
2015
(In Thousands, Except for Per Share Data)
$
$
$
$
$
73,355
2,360
544
1,312
77,571
2,816
397
8,838
12,051
3,636
15,687
61,884
2,110
59,774
3,101
2,357
-
1,585
97
343
7,483
23,706
8,274
2,747
2,834
691
1,127
433
146
802
6,284
47,044
20,213
10,231
9,982
614
9,368
0.76
0.75
12,403
12,508
$
$
$
$
$
69,406
1,198
19
732
71,355
2,090
379
8,092
10,561
5,734
16,295
55,060
27
55,033
3,076
3,326
(373)
-
-
94
6,123
25,277
8,168
2,599
1,802
670
1,568
1,601
221
-
5,989
47,895
13,261
5,258
8,003
936
7,067
0.63
0.63
11,238
11,251
66,628
651
-
101
67,380
923
403
6,084
7,410
6,459
13,869
53,511
2,280
51,231
2,061
4,873
-
-
-
131
7,065
23,068
7,635
4,238
1,291
528
1,218
2,217
574
-
5,683
46,452
11,844
4,814
7,030
917
6,113
0.69
0.69
8,853
8,875
$
$
$
$
$
2
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
Net Income
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on available-for-sale securities:
Unrealized holding gains (losses) arising during the period
Income tax (expense) benefit
Other comprehensive income (loss) on available-for-sale securities
Benefit Plans:
Actuarial (loss) gain
Income tax benefit (expense)
Other comprehensive (loss) income on benefit plans
Total other comprehensive income (loss)
Comprehensive income
See accompanying notes to consolidated financial statements.
3
Years Ended December 31,
2017
2016
(In Thousands)
2015
$
9,982 $
8,003 $
7,030
2,294
(937)
1,357
(146)
60
(86)
1,271
(4,350)
1,777
(2,573)
533
(218)
315
(2,258)
(103)
42
(61)
(338)
138
(200)
(261)
$
11,253 $
5,745 $
6,769
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
Preferred Stock
Common Stock
Additional
Paid In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
(In Thousands, except per share data)
$
$
$
Balance at January 1, 2015
Issuance of Common Stock
Proceeds from issuance of Series C preferred stock
Stock-based compensation expense
Treasury stock adjustment
Dividends payable on Series A, B, and C 6%
noncumulative perpetual preferred stock
Cash dividends on common stock ($0.14 per share)
Dividend reinvestment plan
Stock purchase plan
Net income
Other comprehensive loss
Balance at December 31, 2015
Redemption of Series A Preferred Stock
Stock-based compensation expense
Treasury Stock Purchases (600 shares)
Dividends payable on Series A, B and C 6%
noncumulative perpetual preferred stock
Cash dividends on common stock ($0.14 per share)
Dividend Reinvestment Plan
Stock Purchase Plan
Net income
Other comprehensive loss
Balance at December 31, 2016
Issuance of Common Stock
Redemption of Series A and B Preferred Stock
Issuance of Series D Preferred Stock
Exercise of Stock Options
Stock-based compensation expense
Treasury Stock Purchases (900 shares)
Dividends payable on Series C 6% and Series D
4.5% noncumulative perpetual preferred stock
Cash dividends on common stock ($0.14 per share)
Dividend Reinvestment Plan
Stock Purchase Plan
Net income
Reclassiification due to the adoption of ASU
No. 2018-02
Other comprehensive gain
-
-
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
$
- $
-
-
-
-
106,711 $
25,613
3,848
66
-
25,983 $
-
-
-
-
(29,105) $
-
-
-
9
-
-
-
-
-
-
-
-
253
365
-
-
(917)
(4,461)
(253)
-
7,030
-
136,856 $
27,382 $
(29,096) $
(1,710)
125
-
-
-
274
336
-
-
-
-
-
(936)
(6,016)
(274)
-
8,003
-
-
-
(7)
-
-
-
-
-
-
135,881 $
28,159 $
(29,103) $
42,759
(11,720)
9,497
2
199
-
-
-
299
554
-
-
-
-
-
-
-
-
-
(614)
(6,544)
(299)
-
9,982
557
-
-
-
-
-
-
(13)
-
-
-
-
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,337) $
-
-
-
-
-
-
-
-
-
(261)
(1,598) $
-
-
-
-
-
-
-
-
(2,258)
(3,856) $
-
-
-
-
-
-
-
-
-
-
-
(557)
1,271
102,252
25,613
3,848
66
9
(917)
(4,461)
-
365
7,030
(261)
133,544
(1,710)
125
(7)
(936)
(6,016)
-
336
8,003
(2,258)
131,081
42,759
(11,720)
9,497
2
199
(13)
(614)
(6,544)
-
554
9,982
-
1,271
Ending balance at December 31, 2017
$
- $
- $
177,471 $
31,241 $
(29,116) $
(3,142) $
176,454
See accompanying notes to consolidated financial statements.
4
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Cash flows from Operating Activities :
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment
Amortization and accretion, net
Provision for loan losses
Deferred income tax
Loans originated for sale
Proceeds from sale of loans originated for sale
Gain on sales of loans
Fair value adjustment of other real estate owned
Gain on sales of securities available for sale
Gain from sales of other real estate owned
Loss on bulk sale of impaired loans held in portfolio
Stock compensation expense
(Increase) decrease in accrued interest receivable
Decrease (increase) in other assets
(Decrease) increase in accrued interest payable
Increase (decrease) in other liabilities
Net Cash Provided by Operating Activities
Cash flows from Investing Activities:
Proceeds from repayments, calls and maturities on securities available for sale
Purchases of securities available for sale
Sale (Purchase) of interest-earning time deposits
Proceeds from sales of securities available for sale
Proceeds from sales of other real estate owned
Proceeds from bulk sale of impaired loans held in portfolio
Net increase in loans receivable
Additions to premises and equipment
(Purchase) sale of Federal Home Loan Bank of New York stock
Net Cash Used In Investing Activities
Cash flows from Financing Activities:
Net increase in deposits
Proceeds from long-term debt
Repayments of long-term debt
Net change in short term debt
(Purchase) adjustment of treasury stock
Cash dividends paid on common stock
Cash dividends paid on preferred stock
Net proceeds from issuance of common stock
Redemption of preferred stock
Net proceeds from issuance (redemption) of preferred stock
Exercise of stock options
Net Cash Provided By Financing Activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents-Beginning
Cash and Cash Equivalents-Ending
2017
Years Ended December 31,
2016
(In Thousands)
2015
$
9,982 $
8,003 $
7,030
2,522
(1,458)
2,110
3,932
(25,751)
30,966
(2,357)
85
(97)
(1,585)
-
199
(580)
1,121
(34)
1,979
21,034
28,083
(75,074)
-
21,165
5,767
-
(160,051)
(1,908)
(905)
(182,923)
177,165
85,000
(55,000)
(20,000)
(13)
(6,544)
(614)
43,314
(11,720)
9,496
2
221,086
59,197
2,422
(1,805)
27
1,487
(39,081)
40,237
(3,326)
278
-
-
373
125
22
(1,043)
(228)
(250)
7,241
6,158
(95,722)
258
-
1,146
1,817
(68,766)
(6,077)
1,405
(159,781)
118,276
10,000
(55,000)
20,000
(7)
(6,016)
(936)
336
-
(1,710)
-
84,943
(67,597)
$
65,038
124,235 $
132,635
65,038 $
5
2,149
(451)
2,280
2
(17,764)
23,749
(4,873)
396
-
-
-
66
(1,141)
(2,257)
239
(1,736)
7,689
1,160
(1,174)
(245)
-
1,525
-
(213,811)
(3,581)
(1,881)
(218,007)
245,373
67,000
-
(26,000)
9
(4,461)
(917)
25,978
-
3,848
-
310,830
100,512
32,123
132,635
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Supplementary Cash Flow Information
Cash paid during the year for:
Income taxes
Interest
Non-cash items:
Transfer of loans to other real estate owned
See accompanying notes to consolidated financial statements.
2017
Years Ended December 31,
2016
2015
$
$
$
4,289 $
15,722 $
5,317 $
16,523 $
2,384
13,630
1,274 $
3,227 $
-
6
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Organization and Stock Offerings
BCB Bancorp, Inc. (the “Company”) is incorporated in the State of New Jersey and is a bank holding company. The common stock of the Company is listed on the NASDAQ Global
Market and trades under the symbol “BCBP”.
The Company’s primary business is the ownership and operation of BCB Community Bank (the “Bank”). The Bank is a New Jersey commercial bank which, as of December 31, 2016,
operated at twenty-two locations in Bayonne, Carteret, Colonia, Edison, Fairfield, Hoboken, Holmdel, Jersey City, Lodi, Lyndhurst, Monroe Township, South Orange, Rutherford, Union,
and Woodbridge New Jersey, and Staten Island, New York and is subject to regulation, supervision, and examination by the New Jersey Department of Banking and Insurance and the
Federal Deposit Insurance Corporation. The Bank is principally engaged in the business of attracting deposits from the general public and using these deposits, together with borrowed
funds, to invest in securities and to make loans collateralized by residential and commercial real estate and, to a lesser extent, consumer loans. BCB Holding Company Investment Corp.
(the “New Jersey Investment Company”) was organized in January 2005 under New Jersey law as a New Jersey investment company primarily to hold investment and mortgage-backed
securities. Pamrapo Service Corporation was organized in 1975 under New Jersey law to engage in the purchase and sale of real estate. In the 1990’s, the Pamrapo Service Corporation
was engaged in the business of selling non-financial products, (annuities, mutual funds and stocks) to the public. The Pamrapo Service Corporation has been inactive since May
2010. BCB New York Management, Inc. (the “New York Management Company”) was organized in October 2012 under New York law as a New York investment company primarily to
hold various loan products, investment and mortgage-backed securities. BCB New York Management, Inc. has been inactive since 2012.
In September 2017, the Company issued and sold in a public offering an aggregate 3,265,306 shares of our common stock at a public offering price of $12.25 per share. The Shares were
registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-219617) which became
effective on August 10, 2017. On September 19, 2017 the Company’s underwriters exercised, in part, their over-allotment option and purchased an additional 449,796 shares of common
stock. The net proceeds totaled approximately $42.8 million, after deducting underwriting discounts and commissions and other offering expenses of $2.8 million payable by us.
In March and April 2017, the Company closed a private placement of Series D Noncumulative Perpetual Preferred Stock, resulting in the issuance of 954 shares of Series D 4.5%
Noncumulative Perpetual Preferred Shares for gross proceeds of $9.54 million. The costs associated with the private placement were approximately $42,500. The shares issued are
callable by the Company after January 1st, 2020, at $10,000 per share (liquidation preference value). There is no ability to convert the preferred shares to common shares. Dividends on the
preferred shares, if and when declared, will be paid quarterly in arrears.
In March 2017, the Company amended its Restated Certificate of Incorporation to revise Article V to amend certain terms related to the Series C 6% Noncumulative Perpetual Preferred
Stock and to create a new Series D 4.5% Noncumulative Perpetual Preferred Stock, which sets forth the number of shares to be included in such new series, and to fix the designation,
powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Such amendment to the Restated Certificate of Incorporation was
approved by the Board of Directors of the Company on January 18, 2017.
In January and February 2017, the Company exercised its option to call all of its outstanding Series A and Series B Noncumulative Perpetual Preferred Stock, resulting in an aggregate
redemption price of approximately $1,172,000.
In January and February 2016, the Company granted its Series A Noncumulative Perpetual Preferred Stock (“Series A Shares”) shareholders the option to have their shares redeemed,
resulting in an aggregate redemption price of $1,710,000. Following the redemption of the 141 Series A Shares, 724 Series A Shares remain outstanding and subject to future redemption
by the Company.
In November 2015, the Company issued and sold in a public offering an aggregate of 2,760,000 shares of the Company’s common stock at $10.00 per share. The shares included in the
Company’s offering (the “Offering”) were registered under the Securities Act pursuant to the Company’s registration statement filed with the Securities and Exchange Commission
(“SEC”) on Form S-3 (File No. 333-199424) and was filed with the SEC on October 16, 2014 and declared effective on November 4, 2014. The Form S-3 registered certain types of the
Company’s securities, including the Company’s common stock, up to a total dollar amount of $50.0 million. Sandler O’Neill & Partners, L.P. acted as book-running manager and as
representatives of the underwriters. Janney Montgomery Scott LLC and Oppenheimer & Company Inc. acted as co-managers for the offering. The offering commenced on October 28,
2015 and terminated on November 4th, 2015.
The offering resulted in $25.6 million of net proceeds, after deducting underwriting discounts and commissions and other offering expenses of $2.0 million payable by us. None of the
underwriting discounts and commissions or other offering expenses were incurred or paid to the Company’s directors or officers or their associates or to persons owning 10% or more of
the Company’s common stock or to any of the Company’s affiliates.
On November 27, 2015, the Company closed a private placement of Series C Noncumulative Perpetual Preferred Stock, resulting in the issuance of 388 shares of Series C 6% Non-
Cumulative Perpetual Preferred Shares (“Series C Shares”) for gross proceeds of $3.88 million through December 31, 2015. The costs associated with this private placement were
approximately $32,000. The Series C Shares issued are callable by the Company after December 31st, 2017 at $10,000 per share (liquidation preference value). There is no ability to
convert the Series C Shares to common shares. Dividends on the Series C Shares, if and when declared, will be paid quarterly in arrears.
On October 30, 2013, the Company amended its Restated Certificate of Incorporation to revise Article V to amend certain terms related to the Series A 6% Noncumulative Perpetual
Preferred Stock and to create a new Series B 6% Noncumulative Perpetual Preferred Stock, which sets forth the number of shares to be included in such series, and to fix the designation,
powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Such amendment to the Restated Certificate of Incorporation was
approved by the directors of the Company on February 20, 2013.
On October 31, 2013, the Company closed a private placement of Series B Noncumulative Perpetual Preferred Stock, resulting in the issuance of 478 shares of Series B 6% Non-
Cumulative Perpetual Preferred Shares for gross proceeds of $4.78 million through December 31, 2014. The costs associated with the private placement were approximately $24,000. The
shares issued are callable by the Company after October 31, 2016, at $10,000 per share (liquidation preference value). There is no ability to convert the preferred shares to common shares.
Dividends on the preferred shares, if and when declared, will be paid quarterly in arrears.
7
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Consolidated Financial Statement Presentation
The consolidated financial statements which include the accounts of the Company and its wholly-owned subsidiaries, the Bank, the New Jersey Investment Company, the New York
Management Company and Pamrapo Service Corporation, have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).. All significant intercompany
accounts and transactions have been eliminated in consolidation.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods then ended. Material estimates that
are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the identification of other-than-temporary impairment of securities, the
determination as to whether deferred tax assets are realizable, and the determination of the fair value of financial instruments. Management believes that the allowance for loan losses is
adequate; no securities in unrealized loss positions are other-than-temporarily impaired; net deferred tax assets have been reduced to an amount which is more-likely-than-not realizable,
and the fair values of financial instruments are appropriate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses
may be necessary based on changes in economic conditions in the market area. Management’s assessment regarding impairment of securities is based on future projections of cash flow
which are subject to change. The realizability of deferred tax assets is partially based on projections of future taxable income, which is subject to change. The determination of fair value
requires the use of various inputs which are subject to frequent and ongoing changes.
In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to
recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
In preparing these consolidated financial statements, the Company evaluated the events that occurred between December 31, 2017 and the date these consolidated financial statements
were issued.
Cash and Cash Equivalents
Cash and cash equivalents include cash and amounts due from depository institutions and interest-bearing deposits in other banks having original maturities of three months or less.
Securities Available for Sale and Held to Maturity
Investments in debt securities that the Bank has the positive intent and ability to hold to maturity are classified as held to maturity securities and reported at amortized cost. Debt and
equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized holding
gains and losses included in earnings. Debt and equity securities not classified as trading securities or as held to maturity securities are classified as available for sale securities (“AFS”)
and reported at fair value, with unrealized holding gains or losses, net of applicable deferred income taxes, reported in the accumulated other comprehensive income (loss) component of
stockholders’ equity. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
If the fair value of a security is less than its amortized cost, the security is deemed to be impaired. Management evaluates all securities with unrealized losses quarterly to determine if such
impairments are “temporary” or “other-than-temporary” in accordance with Accounting Standards Codification (“ASC”) Topic 320, Investments – Debt and Equity Securities.
Accordingly, temporary impairments are accounted for based upon the classification of the related securities as either available for sale or held to maturity. Temporary impairments on
available for sale securities are recognized, on a tax-effected basis, through Other Comprehensive Income (“OCI”) with offsetting entries adjusting the carrying value of the securities and
the balance of deferred taxes. Conversely, the carrying values of held to maturity securities are not adjusted for temporary impairments. Information concerning the amount and duration
of temporary impairments on both available for sale and held to maturity securities is disclosed in the notes to the consolidated financial statements.
Other-than-temporary impairments are accounted for based upon several considerations. First, other-than-temporary impairments on debt securities that the Company has decided to sell
as of the close of a fiscal period, or will, more likely than not, be required to sell prior to the full recovery of fair value to a level equal to or exceeding amortized cost, are recognized in
operations. If neither of these conditions regarding the likelihood of the sale of debt securities are applicable, then the other-than-temporary impairment is bifurcated into credit-related and
noncredit-related components. A credit-related impairment generally represents the amount by which the present value of the cash flows that are expected to be collected on a debt
security fall below its amortized cost. The noncredit-related component represents the remaining portion of the impairment not otherwise designated as credit-related. Credit-related, other-
than-temporary impairments are recognized in earnings and noncredit-related, other-than-temporary impairments are recognized, net of deferred taxes, in OCI. Equity securities on which
there is an unrealized loss that is deemed other-than-temporary impaired are written down to fair value with the write-down recognized in earnings.
Premiums and discounts on all securities are amortized/accreted to maturity using the interest method. Interest and dividend income on securities, which includes amortization of
premiums and accretion of discounts, are recognized in the consolidated financial statements when earned.
Loans Held For Sale
Loans held for sale consist primarily of residential mortgage loans intended for sale and are carried at the lower of cost or estimated fair market value using the aggregate method. These
loans are generally sold with servicing rights released. Gains and losses recognized on loan sales are based upon the cash proceeds received and the cost of the related loans sold.
8
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Loans Receivable
Loans receivable are stated at unpaid principal balances, less net deferred loan origination fees and the allowance for loan losses. Loan origination fees and certain direct loan origination
costs are deferred and amortized/accreted, as an adjustment of yield, over the contractual lives of the related loans.
The accrual of interest on loans that are contractually delinquent more than ninety days is discontinued and the related loans are placed on nonaccrual status. All payments received while
in nonaccrual status, are applied to principal until the loan has performed as expected for a minimum of six (6) months or until the loan is determined to qualify for return to normal
accruing status. Loans may be returned to accrual status when all the principal and interest contractually due are brought current and future payments are reasonably assured.
Acquired Loans
Loans that were acquired in acquisitions are recorded at fair value with no carryover of the related allowance for credit losses. Determining the fair value of the loans involves estimating
the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.
The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the
loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. The
nonaccretable discount represents estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows require an evaluation to
determine the need for an allowance for credit losses. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of the nonaccretable discount
which is then reclassified as accretable discount that is recognized into interest income over the remaining life of the loan using the interest method. The evaluation of the amount of future
cash flows that is expected to be collected is performed in a similar manner as that used to determine our allowance for credit losses. Charge-offs of the principal amount on acquired loans
would be first applied to the nonaccretable discount portion of the fair value adjustment.
Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually
delinquent, if the Bank can reasonably estimate the timing and amount of the expected cash flows on such loans and if the Bank expects to fully collect the new carrying value of the
loans. As such, the Bank may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable discount. The
Bank has determined that it cannot reasonably estimate future cash flows on any such acquired loans that are past due 90 days or more and continue to treat them as non-accrual.
Allowance for Loan Losses
The allowance for loan losses is increased through provisions charged to operations and by recoveries, if any, on previously charged-off loans and reduced by charge-offs on loans which
are determined to be a loss in accordance with Bank policy.
The allowance for loan losses is maintained at a level considered adequate to absorb loan losses. Management, in determining the allowance for loan losses, considers the risks inherent in
its loan portfolio and changes in the nature and volume of its loan activities, along with the general economic and real estate market conditions. The Bank utilizes a two tier approach: (1)
identification of impaired loans and establishment of specific loss allowances on such loans; and (2) establishment of general valuation allowances on the remainder of its loan portfolio.
The Bank maintains a loan review system which allows for a periodic review of its loan portfolio and the early identification of potentially impaired loans. Such a system takes into
consideration, but is not limited to, delinquency status, size of loans, types and value of collateral, and financial condition of the borrowers. Specific loan loss allowances are established
for impaired loans based on a review of such information and/or appraisals of the underlying collateral. General loan loss allowances are based upon a combination of factors including,
but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, and management’s judgment.
Although management believes that adequate specific and general allowances for loan losses are established, actual losses are dependent upon future events and, as such, further additions
to the level of specific and general loan loss allowances may be necessary.
Impaired loans and performing TDRs are analyzed on an individual basis for collateral impairment or are measured based on the present value of expected future cash flows discounted at
the loan’s effective interest rate, or as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. A loan evaluated for
impairment is deemed to be impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual
terms of the loan agreement. All loans identified as impaired are evaluated independently. The Bank does not aggregate such loans for evaluation purposes. Payments received on
impaired loans are applied to principal.
When a loan is placed on nonaccrual status, amounts previously accrued and recognized as income are reversed. All payments are applied to principal under the cost recovery method.
Interest income on nonaccrual loans is recognized on a cash basis.
Concentration of Risk
Financial instruments which potentially subject the Company and its subsidiaries to concentrations of credit risk consist of cash and cash equivalents, investment and mortgage-backed
securities and loans.
Cash and cash equivalents include amounts placed with highly rated financial institutions. Securities include securities backed by the U.S. Government and other highly rated instruments.
The Bank’s lending activity is primarily concentrated in loans collateralized by real estate in the State of New Jersey. As a result, credit risk related to loans is broadly dependent on the
real estate market and general economic conditions in the State.
9
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (Continued)
Premises and Equipment
Land is carried at cost. Buildings, building improvements, leasehold improvements and furniture, fixtures and equipment are carried at cost, less accumulated depreciation and
amortization. Significant renovations and additions are charged to the property and equipment account. Maintenance and repairs are charged to expense in the period incurred.
Depreciation charges are computed on the straight-line method over the following estimated useful lives of each type of asset.
Buildings
Building improvements
Furniture, fixtures and equipment
Leasehold improvements
Years
40
7 - 40
3 - 5
Shorter of useful life or term of lease
Federal Home Loan Bank (“FHLB”) of New York Stock
Federal law requires a member institution of the FHLB system to purchase and hold restricted stock of its district FHLB according to a predetermined formula. Such stock is carried at
cost.
Management evaluates the FHLB of New York stock for impairment in accordance with guidance on accounting by entities that lend to or finance the activities of others. Management’s
determination of whether this investment is impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The
determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB of New
York as compared to the capital stock amount for the FHLB of New York and the length of time this situation has persisted, (2) commitments by the FHLB of New York to make
payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB of New York, and (3) the impact of legislative and regulatory
changes on institutions and, accordingly, on the customer base of the FHLB of New York.
No impairment charges were recorded related to the FHLB of New York stock during 2017, 2016, or 2015.
Other Real Estate Owned
Assets acquired through, or in lieu of, loan foreclosures are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis.
Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Costs relating to
development and improvement of property are capitalized, whereas costs relating to the holding of property are expensed. At December 31, 2017, the Bank owned four properties totaling
$532,000. At December 31, 2016, the Bank owned nine properties totaling $3,525,000.
Interest Rate Risk
The Bank is principally engaged in the business of attracting deposits from the general public and using these deposits, together with other funds, to make loans secured by real estate and
to purchase securities. The potential for interest-rate risk exists as a result of the difference in duration of the Bank’s interest-sensitive liabilities compared to its interest-sensitive assets.
For this reason, management regularly monitors the maturity structure of the Bank’s interest-earning assets and interest-bearing liabilities in order to measure its level of interest-rate risk
and to plan for future volatility.
Income Taxes
The Company and its subsidiaries file a consolidated federal income tax return. Income taxes are allocated to the Company and its subsidiaries based upon their respective income or loss
included in the consolidated income tax return. Separate state income tax returns are filed by the Company and its subsidiaries.
Federal and state income tax expense has been provided on the basis of reported income. The amounts reflected on the tax returns differ from these provisions due principally to temporary
differences in the reporting of certain items for financial reporting and income tax reporting purposes. The tax effect of these temporary differences is accounted for as deferred taxes
applicable to future periods. Deferred income tax expense or (benefit) is determined by recognizing deferred tax assets and liabilities for the estimated future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance
provided, when necessary, for that portion of the asset which is not more likely than not to be realized.
On December 22, 2017 the Tax Cut and Jobs Act was signed into law. ASC 740 (Income Taxes) requires the recognition of the effect of changes in tax laws or rates in the period in which
the legislation is enacted. The changes in the deferred tax assets and liabilities remeasured at the new 21% federal tax rate are reflected in income tax expense for fiscal year 2017.
10
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies (Continued)
The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements in accordance with ASC Topic 740, Income Taxes, which prescribes a
recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides
guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. A tax position is recognized as a benefit only if it is “more likely
than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
has a likelihood of being realized on examination of more than 50 percent. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Under the “more-likely-
than-not” threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an
existing tax benefit. The Company recognizes interest and penalties on unrecognized tax benefits in income taxes expense in the Consolidated Statement of Operations. The Company did
not recognize any interest and penalties for the years ended December 31, 2017, 2016 and 2015. The tax years subject to examination by the Federal taxing authority are the years
ended December 31, 2016, 2015, and 2014. The tax years subject to examination by the State taxing authority are the years ended December 31, 2016, 2015, 2014, and 2013. The
Company was notified by the IRS in January 2017 that its 2014 consolidated income tax return was selected for examination, which began in March, 2017. The IRS will issue its final
report in the first quarter of 2018. The preliminary findings are nominal.
Net Income per Common Share
Basic net income per common share is computed by dividing net income less dividends on preferred stock by the weighted average number of shares of common stock outstanding. The
diluted net income per common share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effects of outstanding stock options, if
dilutive, using the treasury stock method. Dilution is not applicable in periods of net loss. For the years ended December 31, 2017, 2016 and 2015, the difference in the weighted average
number of basic and diluted common shares was due solely to the effects of outstanding stock options. No adjustments to net income were necessary in calculating basic and diluted net
income per share. For the years ended December 31, 2017, 2016 and 2015, the weighted average number of outstanding options considered to be anti-dilutive was 799,300, 418,500, and
260,500, respectively.
Stock-Based Compensation Plans
The Company, under plans approved by its stockholders in 2011, 2003 and 2002, has granted stock options to employees and outside directors. See note 12 for additional information as to
option grants. Compensation expense recognized for all option grants is net of estimated forfeitures and is recognized over the awards’ respective requisite service periods. The fair values
relating to all options granted are estimated using a Black-Scholes option pricing model. Expected volatilities are based on historical volatility of our stock and other factors, such as
implied market volatility using the respective options’ expected term. The Company used the mid-point of the original vesting period and original option life to estimate the options’
expected term, which represents the period of time that the options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on
the U.S. Treasury yield curve in effect at the time of grant. The Company recognizes compensation expense for the fair values of these option awards, which have graded vesting, on a
straight-line basis over the requisite service period of these awards.
Benefit Plans
The Company acquired, through the merger with Pamrapo Bancorp, Inc., a non-contributory defined benefit pension plan covering all eligible employees of Pamrapo Savings Bank.
Effective January 1, 2010, the defined benefit pension plan (the “Pension Plan”), was frozen by Pamrapo Savings Bank. All benefits for eligible participants accrued in the Pension Plan to
January 1, 2010 have been retained. The benefits are based on years of service and employee’s compensation. The Pension Plan is funded in conformity with funding requirements of
applicable government regulations. Prior service costs for the Pension Plan generally are amortized over the estimated remaining service periods of employees. Additionally, with the
merger with Pamrapo Bancorp, Inc., certain former employees of Pamrapo Savings Bank are covered under a Supplemental Executive Retirement Plan (“SERP”), an unfunded non-
qualified deferred retirement plan. Participants who retire at the age of 65 (the “Normal Retirement Age”), are entitled to an annual retirement benefit equal to 75% of compensation
reduced by their retirement plan annual benefits. Participants retiring before the Normal Retirement Age receive the same benefits reduced by a percentage based on years of service to the
Company and the number of years prior to the Normal Retirement Age that participants retire.
Comprehensive Income (Loss)
The Company records unrealized gains and losses, net of deferred income taxes, on securities available for sale in accumulated other comprehensive income (loss). Realized gains and
losses, if any, are reclassified to non-interest income upon sale of the related securities or upon the recognition of an impairment loss. Accumulated other comprehensive income (loss)
also includes benefit plan amounts recognized in accordance with ASC 715, Compensation-Retirement Benefits, which reflect, net of tax, the unrecognized gains (losses) on the benefit
plans.
Reclassification
Certain amounts as of and for the years ended December 31, 2016 and 2015 have been reclassified to conform to the current year’s presentation. These changes had no effect on the
Company’s consolidated results of operations or financial position.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606),
which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition. The ASU is based on the principle that revenue is recognized to depict the transfer
of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires
additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in
judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by
one year. The scope of ASC 606 excludes net interest income or other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives, which
would then exclude the majority of the Company's revenues. However, the recognition and measurement of certain non-interest income items such as gain on sale of other real estate
owned and deposit-related fees, could be affected by ASC 606. The Company adopted the guidance effective January 1, 2018, using the modified retrospective method. Implementation of
the guidance will not have a material impact on the Company's consolidated financial statements.
11
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a
right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification
affecting the pattern of expense recognition in the statement of income. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance
sheet. The reporting of lease related expenses in the statements of operations and cash flows will be generally consistent with the current guidance. The new guidance will be effective for
the Company in 2019. Once effective, the standard will be applied using a modified retrospective transition method to the beginning of the earliest period presented. The Company is
currently assessing the impacts this new standard will have on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other
commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical
experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better
understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include
qualitative and quantitative requirements that provide additional information about the amounts recorded in the consolidated financial statements. The amendments are effective for the
Company in 2020. The Company has begun evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations. The effect of
this change cannot be ascertained at this point, and will depend upon factors including asset components, asset quality and market conditions at the adoption date.
In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”. The amendments in this update requires that an
entity account for the effects of a modification unless the fair value of the modified award is the same as the fair value of the original award immediately before the original award is
modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and the classification
of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU 2017-
09 is effective for the Company on a prospective basis in 2018. Due to prospective application, the new guidance is not expected to have an impact on the Company’s consolidated
financial statements upon adoption.
ASU 2017-08, "Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities." ASU 2017-08 was issued to
enhance the accounting for the amortization of premiums for purchased callable debt securities. This amendment requires that the amortization premium be shortened to the earliest call
date. For public business entities, ASU 2017-08 is effective for fiscal years after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating
the impact of the adoptions of ASU 2017-08 on its consolidated financial statements.
12
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 3 - Related Party Transactions
The Bank leases a property from New Bay LLC (“New Bay”), a limited liability company 100% owned by a majority of the Directors of the Bank. In conjunction with the lease, New Bay
substantially removed the pre-existing structure on the site and constructed a new building suitable to the Bank for its banking operations. Under the terms of the lease, the cost of this
project was reimbursed to New Bay by the Bank. The amount reimbursed, which occurred during the year 2000, was $943,000, and is included in property and equipment under the
caption “Building and improvements” (see Note 7).
On May 1, 2006, the Bank renegotiated the lease to a twenty-five year term. The Bank paid New Bay $165,000 a year ($13,750 per month) which is included in the Consolidated
Statements of Operations for 2017, 2016, and 2015, within occupancy expense of premises. The rent is to be adjusted every five years thereafter at the fair market rental value at the end of
each preceding five year period. The Bank expects to pay New Bay $165,000 for the year 2018.
On February 8, 2012, the Bank entered into a two year lease, which has been extended, for a warehouse with a Director of the Bank. The purpose of the lease is to store documents,
consumable supplies, equipment, and furniture not currently in use by the Bank. The Bank paid $20,400 a year, which is reflected in the Consolidated Statement of Operations for 2017,
2016 and 2015 within occupancy expense of premises. The Bank expects to pay $20,400 for the year 2018.
The Bank leases a property in Woodbridge, New Jersey from ACB Development LLC, a portion of which is owned by two Directors of the Bank and the Company. Payments under the
lease currently total $14,508 per month. The Bank paid $173,207, $172,352, and $190,580 in rent in the years 2017, 2016 and 2015, which is reflected in the Consolidated Statement of
Operations for 2017, 2016 and 2015 within occupancy expense of premises. The Bank expects to pay $174,092 for the year 2018.
On March 6, 2014, the Bank entered into a ten year lease of property in Rutherford, New Jersey with 190 Park Avenue, LLC, which is owned by two Directors of the Bank and the
Company. The rent is $6,677 per month and lease payments of $92,635, $33,350 and $33,350 were made in years 2017, 2016 and 2015, which is reflected in the 2017, 2016, and 2015
Consolidated Statement of Operations within occupancy expense of premises. The Bank expects to pay $80,122 for the year 2018.
On May 12th, 2016, the Bank entered into a 5 year lease of property in Lyndhurst, New Jersey with 734 Ridge Realty, LLC, which is owned by two Directors of the Bank and the
Company. The rent is $7,350 per month and lease payments of $88,200 and $44,100 were made in years 2017 and 2016, which is reflected in the Consolidated Statement of Operations for
2017 and 2016 within occupancy expense of premises. The Bank expects to pay $88,200 for the year 2018.
13
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 4- Securities Available for Sale
The following table presents by maturity the amortized cost and gross unrealized gains and losses on securities available for sale as of December 31, 2017 and December 31, 2016. The
preferred stock does not have a maturity date.
Mortgage-backed securities:
Due after one year through five years
Due after five years through ten years
Due after ten years
Municipal obligations:
Due within one year
Preferred Stock:
Due after 10 years
Mortgage-backed securities
Due after five years through ten years
Due after ten years
Municipal obligations:
Due within one year
Preferred Stock:
Due after 10 years
Amortized
Cost
December 31, 2017
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(In Thousands)
Fair Value
$
$
$
$
3,276
622
110,156
2,506
-
8,118
124,678
Amortized
Cost
6,230
80,594
6,968
5,356
99,148
$
$
$
$
4
-
44
-
-
235
283
$
$
December 31, 2016
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(In Thousands)
23
65
-
-
88
$
$
76
10
2,222
4
-
60
2,372
86
4,354
7
24
4,471
$
$
$
$
3,204
612
107,978
2,502
-
8,293
122,589
Fair Value
6,167
76,305
6,961
5,332
94,765
The expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations.
The unrealized losses, categorized by the length of time of continuous loss position, and fair value of related securities available for sale were as follows:
December 31, 2017
Residential mortgage-backed securities
Municipal obligations
Preferred stock
December 31, 2016
Residential mortgage-backed securities
Municipal obligations
Preferred stock
$
$
$
$
Less than 12 Months
More than 12 Months
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
(In Thousands)
Fair
Value
Unrealized
Losses
$
94,909
2,502
3,469
$
1,951
4
60
$
12,309
-
-
$
357
-
-
$
107,218
2,502
3,469
100,880
$
2,015
$
12,309
$
357
$
113,189
$
$
74,672
6,961
1,983
$
4,313
7
24
$
3,379
-
-
$
127
-
-
$
78,051
6,961
1,983
83,616
$
4,344
$
3,379
$
127
$
86,995
$
14
2,308
4
60
2,372
4,440
7
24
4,471
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such
evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer,
and (3) whether the Company intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery. At December 31, 2017 and 2016,
management performed an assessment for possible OTTI of the Company’s residential mortgage-backed securities, municipal obligations, and preferred stock on an issue-by-issue basis,
relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis
applied to each security depended on the size of the Company’s investment, as well as management’s perception of the credit risk associated with each security. Based on the results of the
assessment, management believes impairment of these residential mortgage-backed securities, at December 31, 2017 to be temporary.
Note 5 - Loans Receivable and Allowance for Loan Losses
The following table presents the recorded investment in loans receivable at December 31, 2017 and December 31, 2016 by segment and class:
December 31, 2017
December 31, 2016
(In Thousands)
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Total Loans
Less:
Deferred loan fees, net
Allowance for loan losses
Total Loans, net
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
182,544
1,213,390
50,497
66,775
38,725
1,183
1,553,114
47,808
46,609
-
4,057
8,955
122
107,551
1,413
731
-
-
-
-
2,144
142,081
1,056,806
70,867
63,444
32,417
1,269
1,366,884
56,310
60,422
-
4,460
13,877
225
135,294
1,443
753
-
-
-
-
2,196
1,662,809
1,504,374
(1,757)
(17,375)
(19,132)
(2,006)
(17,209)
(19,215)
$
1,643,677
$
1,485,159
At December 31, 2017 and 2016, loans serviced by the Bank for the benefit of others totaled approximately $256.9 million and $184.1 million, respectively.
15
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table presents the unpaid principal balance and the related recorded investment of acquired loans included in loans receivable in accompanying Consolidated Statements of
Financial Condition. (In Thousands):
Unpaid principal balance
Recorded investment
December 31,
2017
114,542
109,695
$
December 31,
2016
140,049
137,490
$
The following table presents changes in the accretable discount on loans acquired for the years ended December 31, 2017 and 2016. (In Thousands):
Balance, Beginning of Period
Accretion
Net Reclassification from Non-Accretable Yield
Balance, End of Period
Years Ended December 31,
2017
2016
$
$
39,119
(10,983)
328
28,464
$
$
53,612
(14,976)
483
39,119
The following table presents changes in the non-accretable yield on loans acquired for the years ended December 31, 2017 and 2016. (In Thousands):
Balance, Beginning of Period
Net Reclassification to Accretable Difference
Balance, End of Period
Years Ended December 31,
2017
2016
$
$
2,558
(328)
2,230
$
$
3,041
(483)
2,558
16
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The Bank grants loans to its officers and directors and to their associates. The activity with respect to loans to directors, officers and associates of such persons, is as follows:
Years Ended December 31,
2017
2016
(In Thousands)
8,552
-
(1,075)
13,624
21,101
$
$
12,444
386
(1,461)
(2,817)
8,552
$
$
Balance – beginning
Loans originated
Collections of principal
Change in related party status
Balance - ending
Allowance for Loan Losses
Management reviews the adequacy of the allowance on at least a quarterly basis to ensure that the provision for loan losses has been charged against earnings in an amount necessary to
maintain the allowance at a level that is adequate based on management’s assessment of probable estimated losses. The Company’s methodology for assessing the adequacy of the
allowance for loan losses consists of several key elements. These elements include a general allocated reserve for performing loans, a specific reserve for impaired loans and an
unallocated portion.
The Company consistently applies the following comprehensive methodology. During the quarterly review of the allowance for loan losses, the Company considers a variety of qualitative
factors that include:
• General economic conditions.
• Trends in charge-offs.
• Trends and levels of delinquent loans.
• Trends and levels of non-performing loans, including loans over 90 days delinquent.
• Trends in volume and terms of loans.
• Levels of allowance for specific classified loans.
• Credit concentrations.
The methodology includes the segregation of the loan portfolio into two divisions. Loans that are performing and loans that are impaired. Loans which are performing are evaluated
homogeneously by loan class or loan type. The allowance for performing loans is evaluated based on historical loan experience, including consideration of peer loss analysis, with an
adjustment for qualitative factors referred to above. Impaired loans are loans which are more than 90 days delinquent or troubled debt restructured. These loans are individually evaluated
for loan loss either by current appraisal, or net present value. Management reviews the overall estimate for feasibility and bases the loan loss provision accordingly.
The loan portfolio is segmented into the following loan classes, where the risk level for each class is analyzed when determining the allowance for loan losses:
Residential single family real estate loans involve certain risks such as interest rate risk and risk of non-repayment. Adjustable-rate residential family real estate loans decreases the interest
rate risk to the Bank that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent
permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest
rates. Repayment risk may be affected by a number of factors including, but not necessarily limited to, job loss, divorce, illness and personal bankruptcy of the borrower.
17
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
Construction lending is generally considered to involve a greater potential risk due to the concentration of principal in a limited number of loans and borrowers and the effects of the
general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value
at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally difficult to evaluate and monitor. In addition,
speculative construction loans to a builder are not necessarily pre-sold and thus pose a greater potential risk to the Bank than construction loans to individuals on their personal residence.
Commercial and multi-family real estate lending entails additional risks as compared with residential family property lending. Such loans typically involve large loan balances to single
borrowers or groups of related borrowers. The payment experience on such loans is typically dependent on the successful operation of the real estate project. The success of such projects
is sensitive to changes in supply and demand conditions in the market for commercial real estate as well as economic conditions generally.
Commercial business lending, including lines of credit, is generally considered to have greater potential risk due to the concentration of principal in a limited number of loans and
borrowers and the effects of general economic conditions on the business. Commercial business loans are primarily secured by inventories and other business assets. In most cases, any
repossessed collateral for a defaulted commercial business loans will not provide an adequate source of repayment of the outstanding loan balance.
Home equity lending entails certain risks such as interest rate risk and risk of non-repayment. The marketability of the underlying property may be adversely affected by higher interest
rates, decreasing the collateral securing the loan. Repayment risk can be affected by job loss, divorce, illness and personal bankruptcy of the borrower. Home equity line of credit lending
entails securing an equity interest in the borrower’s home. In many cases, the Bank’s position in these loans is as a junior lien holder to another institution’s superior lien. This type of
lending is often priced on an adjustable rate basis with the rate set at or above a predefined index. Adjustable-rate loans decreases the interest rate risk to the Bank that is associated with
changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby
increasing the potential for default.
Other consumer loans generally have more credit risk because of the type and nature of the collateral and, in certain cases, the absence of collateral. Consumer loans generally have shorter
terms and higher interest rates than other lending. In addition, consumer lending collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be
adversely effected by job loss, divorce, illness and personal bankruptcy. In most cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of
repayment of the outstanding loan.
The Company also maintains an unallocated allowance. The unallocated allowance is used to cover any factors or conditions which may cause a potential loan loss but are not specifically
identifiable. It is prudent to maintain an unallocated portion of the allowance because no matter how detailed an analysis of potential loan losses is performed, these estimates lack some
element of precision. Management must make estimates using assumptions and information that is often subjective and changing rapidly.
Criticized and Classified Assets. Our policies provide for a classification system for problem assets. Under this classification system, problem assets are classified as “substandard,”
“doubtful,” or “loss.”
When we classify problem assets, we may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances
which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. A
portion of general loss allowances established to cover possible losses related to assets classified as substandard or doubtful may be included in determining our regulatory capital.
Specific valuation allowances for loan losses generally do not qualify as regulatory capital. As of December 31, 2017, we had $49,000 in assets classified as losses, of which $49,000 were
classified as impaired, and $21.7 million in assets classified as substandard, of which $21.7 million were classified as impaired. The loans classified as substandard represent primarily
commercial loans secured either by residential real estate, commercial real estate or heavy equipment. The loans that have been classified substandard were classified as such primarily
due to payment status, because updated financial information has not been timely provided, or the collateral underlying the loan is in the process of being revalued.
The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies. The grades assigned and definitions are as follows, and loans
graded excellent, above average, good and watch list (risk ratings 1-5) are treated as “pass” for grading purposes. The “criticized” risk rating (6) and the “classified” risk rating (7-9) are
detailed below:
6 – Special Mention- Loans currently performing but with potential weaknesses including adverse trends in borrower’s operations, credit quality, financial strength, or possible collateral
deficiency.
7 – Substandard- Loans that are inadequately protected by current sound worth, paying capacity, and collateral support. Loans on “nonaccrual” status. The loan needs special and
corrective attention.
8 – Doubtful- Weaknesses in credit quality and collateral support make full collection improbable, but pending reasonable factors remain sufficient to defer the loss status.
9 – Loss- Continuance as a bankable asset is not warranted. However, this does not preclude future attempts at partial recovery.
18
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table sets forth the activity in the Bank’s allowance for loan losses for the year ended December 31, 2017 and recorded investment in loans receivable at December 31,
2017. The table also details the amount of total loans receivable, that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan losses
that is allocated to each loan class (In Thousands):
Allowance for credit losses:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Beginning Balance, January 1, 2017
Charge-offs:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Sub-total
Recoveries:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Sub-total
Provisions:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Sub-total
Totals:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Ending Balance, December 31, 2017
Loans Receivables:
Ending Balance Originated Loans
Ending Balance Acquired Loans
Ending Balance Acquired loans with deteriorated credit
Total Gross Loans
Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans
Ending Balance Acquired Loans
Ending Balance Acquired loans with deteriorated credit
Ending Balance Loans individually evaluated
Commercial &
Commercial
Home
Residential Multi-family Construction
Business (1)
equity (2) Consumer Unallocated
Total
$
2,098 $
10,621 $
736 $
3,079 $
374 $
170
43
2,311
-
336
-
336
-
-
-
-
270
408
(3)
675
2,368
242
40
2,650 $
$
-
13
-
-
-
-
4
-
10,634
736
3,079
378
190
-
-
190
182
-
-
182
1,043
-
(1)
1,042
11,656
-
12
11,668 $
-
-
-
-
-
-
-
(218)
-
-
(218)
518
-
-
518 $
1,553
-
-
1,553
-
-
18
18
492
-
(18)
474
-
54
-
54
-
-
-
-
(36)
50
-
14
2,018
-
-
2,018 $
338
-
-
338 $
2 $
-
-
2
11
-
-
11
-
-
-
-
15
-
-
15
6
-
-
6 $
69 $
16,979
-
-
69
- -
- -
- -
-
-
-
-
-
108
-
-
108
177
-
-
177 $
174
56
17,209
1,754
390
-
2,144
182
-
18
200
1,674
458
(22)
2,110
17,081
242
52
17,375
182,544
47,808
1,413
1,213,390
46,609
731
50,497
-
-
66,775
4,057
-
38,725
8,955
-
$
231,765 $
1,260,730 $
50,497 $
70,832 $
47,680 $
1,183
122
-
1,305
-
-
-
- $
1,553,114
107,551
2,144
1,662,809
7,944
7,548
1,413
12,212
5,032
513
-
-
-
1,780
-
-
1,042
302
-
-
-
-
-
-
-
22,978
12,882
1,926
for impairment
$
16,905 $
17,757 $
- $
1,780 $
1,344 $
- $
- $
37,786
Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans
Ending Balance Acquired Loans
Ending Balance Acquired loans with deteriorated credit
Ending Balance Loans collectively evaluated
for impairment
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
174,600
40,260
-
1,201,178
41,577
218
50,497
-
-
64,995
4,057
-
37,683
8,653
-
1,183
122
-
-
-
-
1,530,136
94,669
218
$
214,860 $
1,242,973 $
50,497 $
69,052 $
46,336 $
1,305 $
- $
1,625,023
19
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table sets forth the activity in the Bank’s allowance for loan losses for the year ended December 31, 2016 and recorded investment in loans receivable at December 31,
2016. The table also details the amount of total loans receivable, that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan losses
that is allocated to each loan class (In Thousands):
Commercial &
Commercial
Home
Residential
Multi-family
Construction
Business (1)
equity (2)
Consumer Unallocated
Total
$
2,107 $
11,643 $
722 $
1,749 $
369 $
879 $
168 $
17,637
17
14
-
-
-
4
11,674
722
1,753
50
3
422
-
-
-
-
337
68
879
168
18,042
367
38
-
405
74
4
-
78
(729)
17
(1)
(713)
-
-
-
-
-
-
-
-
14
-
-
14
736
-
-
736 $
160
3
-
163
-
-
129
129
1,490
3
(133)
1,360
3,079
-
-
3,079 $
-
54
-
54
-
14
-
14
5
(6)
(3)
(4)
-
-
-
-
-
-
-
-
(877)
-
-
(877)
374
4
-
378 $
2
-
-
2 $
- -
- -
- -
-
-
-
-
-
(99)
-
-
(99)
69
-
-
69 $
527
554
-
1,081
74
18
129
221
(205)
373
(141)
27
16,979
174
56
17,209
2,098
170
43
2,311 $
$
10,621
-
13
10,634 $
270
47
2,424
-
459
-
459
-
-
-
-
(9)
359
(4)
346
Allowance for credit losses:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Beginning Balance, January 1, 2016
Charge-offs:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Sub-total
Recoveries:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Sub-total
Provisions:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Sub-total
Totals:
Originated Loans
Acquired loans recorded at fair value
Acquired loans with deteriorated credit
Ending Balance, December 31, 2016
Loans Receivables:
Ending Balance Originated Loans
Ending Balance Acquired Loans
Ending Balance Acquired loans with deteriorated credit
142,081
1,056,806
70,867
63,444
56,310
1,443
60,422
753
-
-
4,460
-
32,417
13,877
-
1,269
225
-
-
-
-
1,366,884
135,294
2,196
Total Gross Loans
$
199,834 $
1,117,981 $
70,867 $
67,904 $
46,294 $
1,494 $
- $
1,504,374
Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans
Ending Balance Acquired Loans
Ending Balance Acquired loans with deteriorated credit
Ending Balance Loans individually evaluated
for impairment
Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans
Ending Balance Acquired Loans
Ending Balance Acquired loans with deteriorated credit
Ending Balance Loans collectively evaluated
for impairment
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
10,651
7,600
1,443
12,325
6,356
523
6
-
-
4,088
-
-
1,362
1,065
-
-
-
-
-
-
-
28,432
15,021
1,966
$
19,694 $
19,204 $
6 $
4,088 $
2,427 $
- $
- $
45,419
131,430
48,710
-
1,044,481
54,066
230
70,861
-
-
59,356
4,460
-
31,055
12,812
-
1,269
225
-
-
-
-
1,338,452
120,273
230
$
180,140 $
1,098,777 $
70,861 $
63,816 $
43,867 $
1,494 $
- $
1,458,955
20
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table sets forth the activity in the Bank’s allowance for loan losses for the year ended December 31, 2015 and recorded investment in loans receivable at December 31,
2015. The table also details the amount of total loans receivable, that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan losses
that is allocated to each loan class (In Thousands):
Residential
Commercial
& Multi-
family
Commercial
Home
Construction
Business (1)
equity (2)
Consumer
Unallocated
Total
Allowance for credit losses:
Originated Loans:
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Beginning Balance, January 1, 2015
Charge-offs:
Originated Loans:
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Sub-total:
Recoveries:
Originated Loans:
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Sub-total:
Provisions:
Originated Loans:
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Sub-total:
Totals:
Originated Loans:
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Ending Balance, December 31, 2015
Loans Receivables:
Ending Balance Originated Loans:
Ending Balance Acquired Loans:
Ending Balance Acquired loans with deteriorated credit:
Total Gross Loans:
Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:
Ending Balance Acquired Loans:
Ending Balance Acquired loans with deteriorated credit:
Ending Balance Loans individually evaluated
$
2,364 $
10,028 $
1,080 $
876 $
417
64
2,845
102
23
10,153
-
-
1,080
-
67
-
67
-
-
-
-
(257)
(80)
(17)
(354)
10
-
-
10
70
-
-
70
-
-
-
-
-
-
-
-
1,555
(85)
(9)
1,461
(358)
-
-
(358)
-
233
1,109
80
-
199
279
-
-
-
-
953
-
(30)
923
-
106
-
106
-
3
-
3
36
95
-
131
2,107
270
47
2,424 $
11,643
17
14
11,674 $
722
-
-
722 $
1,749
-
4
1,753 $
369
50
3
422 $
333 $
58
3 -
394
449 $
121 $
-
-
449
-
-
121
15,251
577
323
16,151
-
-
-
-
-
-
-
-
430
-
-
430
879
-
-
879 $
-
-
-
-
-
-
-
-
-
-
-
47
-
-
47
90
173
199
462
70
3
-
73
2,406
(70)
(56)
2,280
168
-
-
168 $
17,637
337
68
18,042
117,165
67,587
1,474
186,226 $
982,828
79,308
669
64,008
-
-
1,062,805 $
64,008 $
70,340
4,281
167
74,788 $
31,237
18,851
71
50,159 $
2,365
263
-
2,628 $
1,267,943
-
170,290
-
-
2,381
- $ 1,440,614
9,120
9,885
1,474
14,681
6,775
426
-
-
-
4,203
-
167
1,456
1,363
71
1,463
-
-
-
-
-
30,923
18,023
2,138
$
$
for impairment:
$
20,479 $
21,882 $
- $
4,370 $
2,890 $
1,463 $
- $
51,084
Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:
Ending Balance Acquired Loans:
Ending Balance Acquired loans with deteriorated credit:
Ending Balance Loans collectively evaluated
for impairment:
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
108,045
57,702
-
968,147
72,533
243
64,008
-
-
66,137
4,281
-
29,781
17,488
-
902
263
-
-
-
-
1,237,020
152,267
243
$
165,747 $
1,040,923 $
64,008 $
70,418 $
47,269 $
1,165 $
- $ 1,389,530
21
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5- Loans Receivable and Allowance for Loan Losses (Continued)
The table below sets forth the amounts and types of non-accrual loans in the Bank’s loan portfolio, at December 31, 2017 and 2016, respectively. Loans are placed on non-accrual status
when they become more than 90 days delinquent, or when the collection of principal and/or interest become doubtful. As of December 31, 2017 and 2016, non-accrual loans differed from
the amount of total loans past due greater than 90 days due to troubled debt restructuring of loans which are maintained on non-accrual status for a minimum of six months until the
borrower has demonstrated its ability to satisfy the terms of the restructured loan.
As of December 31, 2017
(In Thousands)
As of December 31, 2016
(In Thousands)
Non-Accruing Loans:
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
2,545
6,762
-
299
201
-
9,807
2,372
850
-
-
7
-
3,229
-
-
-
-
-
-
-
13,036
$
$
$
$
$
$
$
3,693
5,437
-
726
416
6
10,278
3,429
1,182
-
-
763
-
5,374
-
-
-
-
-
-
-
15,652
Had non-accrual loans been performing in accordance with their original terms, the interest income recognized for the years ended December 31, 2017, 2016 and 2015 would have been
approximately $919,000, $1.06 million and $1.13 million, respectively. Interest income recognized on such loans was approximately $622,000, $798,000 and $326,000 respectively. The
Bank is not committed to lend additional funds to the borrowers whose loans have been placed on a nonaccrual status. At December 31, 2017 and 2016, there were $315,000 and $2.8
million, respectively, of loans which were more than ninety days past due and still accruing interest.
22
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes the recorded investment and unpaid principal balances where there is no related allowance on impaired loans by portfolio class for the years ended
December 31, 2017 and December 31, 2016. (In Thousands):
As of December 31, 2017
As of December 31, 2016
Recorded
Investment
Unpaid Principal
Balance
Related
Allowance
Recorded
Investment
Unpaid Principal
Balance
Related
Allowance
2,073 $
12,212
-
181
885
-
2,236 $
12,763
-
908
932
-
15,351 $
16,839 $
4,119 $
3,772
-
-
216
-
4,285 $
3,773
-
-
268
-
8,107 $
8,326 $
1,413 $
513
-
-
-
-
2,031 $
537
-
-
-
-
1,926 $
2,568 $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
5,158 $
5,341 $
10,498
6
1,022
1,022
-
10,722
6
1,966
1,101
-
17,706 $
19,136 $
5,577 $
5,575
-
-
545
-
6,149 $
5,710
-
-
650
-
11,697 $
12,509 $
1,443 $
523
-
-
-
-
2,069 $
552
-
-
-
-
1,966 $
2,621 $
25,384 $
27,733 $
-
$
31,369 $
34,266 $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Originated loans
with no related allowance recorded:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair
value with no related allowance
recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated
credit with no related allowance
recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total Impaired Loans
with no related allowance recorded:
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
23
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes the recorded investment, unpaid principal balance, and the related allowance on impaired loans by portfolio class for the years ended December 31, 2017
and December 31, 2016. (In Thousands):
As of December 31, 2017
As of December 31, 2016
Recorded
Investment
Unpaid Principal
Balance
Related
Allowance
Recorded
Investment
Unpaid Principal
Balance
Related
Allowance
5,871 $
-
-
1,599
157
-
7,627 $
3,429 $
1,260
-
-
86
-
5,871 $
-
-
2,431
157
-
508 $
-
-
1,033
25
-
5,493 $
1,827
-
3,066
340
-
5,493 $
1,866
-
4,006
340
-
8,459 $
1,566 $
10,726 $
11,705 $
3,580 $
1,313
-
-
86
-
281 $
179
-
-
7
-
2,023 $
781
-
-
520
-
2,080 $
781
-
-
571
-
4,775 $
4,979 $
467 $
3,324 $
3,432 $
- $
-
-
-
-
-
- $
- $
-
-
-
-
-
- $
$
-
-
-
-
-
-
-
$
- $
-
-
-
-
-
- $
- $
-
-
-
-
-
- $
496
380
-
2,359
32
-
3,267
202
37
-
-
24
-
263
-
-
-
-
-
-
-
12,402 $
13,438 $
2,033 $
14,050 $
15,137 $
3,530
25,384 $
27,733 $
-
$
31,369 $
34,266 $
-
37,786 $
41,171 $
2,033 $
45,419 $
49,403 $
3,530
Originated loans
with an allowance recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair
value with an allowance
recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Acquired loans with deteriorated
credit with an allowance
recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total Impaired Loans
with an allowance recorded:
Total Impaired Loans
with no related allowance recorded:
Total Impaired Loans:
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
$
$
24
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes the average recorded investment and actual interest income recognized on impaired loans with no related allowance recorded by portfolio class for the
years ended December 31, 2017 and 2016. (In Thousands):
Originated loans
with no related allowance recorded:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value
with no related allowance recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated
credit with no related allowance
recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total Impaired Loans
with no related allowance recorded:
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
2017
Average
Recorded
Investment
Years Ended December 31,
2017
2016
Interest
Income
Recognized
Average
Recorded
Investment
2016
Interest
Income
Recognized
2,859
$
12,351
-
441
878
-
39
$
4,613
$
271
-
-
38
-
10,820
746
1,678
1,002
2
281
563
-
116
60
-
16,529
$
348
$
18,861
$
1,020
$
4,758
3,996
-
-
454
-
$
138
220
-
-
13
-
$
5,234
5,055
-
-
583
-
9,208
$
371
$
10,872
$
$
1,423
517
-
-
-
-
$
87
27
-
-
-
-
$
1,455
527
-
-
19
-
345
332
-
-
37
-
714
89
28
-
-
-
-
1,940
$
114
$
2,001
$
117
27,677
$
833
$
31,734
$
1,851
$
$
$
$
$
$
$
25
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes the average recorded investment and actual interest income recognized on impaired loans with allowance recorded by portfolio class for the years ended
December 31, 2017 and 2016. (In Thousands):
Originated loans
with an allowance recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value
with an allowance recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total
Acquired loans with deteriorated credit
with an allowance recorded:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total Impaired Loans
with an allowance recorded:
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
2017
Average
Recorded
Investment
Years Ended December 31,
2017
2016
Interest
Income
Recognized
Average
Recorded
Investment
2016
Interest
Income
Recognized
$
6,024
421
-
2,958
221
-
$
213
-
-
81
6
-
$
5,564
3,122
-
2,406
278
632
9,624
$
300
$
12,002
$
$
2,989
1,601
-
-
96
-
$
118
38
-
-
6
-
$
3,342
1,077
-
-
674
-
253
39
-
139
16
-
447
69
44
-
-
17
-
4,686
$
162
$
5,093
$
130
-
-
-
-
-
-
-
$
$
-
-
-
-
-
-
-
$
$
$
-
-
-
41
-
-
41
$
-
-
-
-
-
-
-
14,310
$
462
$
17,136
$
577
$
$
$
$
$
$
$
26
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table presents the total troubled debt restructured loans at December 31, 2017, excluding the purchase impairment mark on the acquired loans with deteriorated credit:
December 31, 2017
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Accrual
Non-accrual
Total
# of Loans
(Actual)
Amount
(In Thousands)
# of Loans
(Actual)
Amount
(In Thousands)
# of Loans
(Actual)
Amount
(In Thousands)
5 $
8
-
1
5
-
19 $
21 $
11
-
-
2
-
34 $
5 $
1
-
-
-
-
6 $
2,352
4,846
-
411
786
-
8,395
4,992
3,840
-
-
262
-
9,094
2,031
538
-
-
-
-
2,569
59 $
20,058
2 $
8
-
2
1
-
13 $
4 $
1
-
-
-
-
5 $
$
- $
18 $
1,086
5,416
-
57
44
-
6,603
1,215
590
-
-
-
-
1,805
-
7 $
16
-
3
6
-
32 $
25 $
12
-
-
2
-
39 $
5 $
1
-
-
-
-
6 $
3,438
10,262
-
468
830
-
14,998
6,207
4,430
-
-
262
-
10,899
2,031
538
-
-
-
-
2,569
8,408
77 $
28,466
All TDRs were considered impaired and therefore were individually evaluated for impairment in the calculation of the allowance for loan losses. Prior to their classification as TDRs,
certain of these loans had been collectively evaluated for impairment in the calculation of the allowance for loan losses.
27
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table presents the total troubled debt restructured loans at December 31, 2016, excluding the purchase impairment mark on the acquired loans with deteriorated credit:
Accrual
Non-accrual
Total
# of Loans
(Actual)
Amount
(In Thousands)
# of Loans
(Actual)
Amount
(In Thousands)
# of Loans
(Actual)
Amount
(In Thousands)
Sub-total:
24 $
10,513
8 $
9
-
2
5
-
2,687
5,141
-
1,868
817
-
18 $
13
-
-
2
-
33 $
5 $
1
-
-
-
-
6 $
3,979
4,807
-
-
265
-
9,051
2,069
552
-
-
-
-
2,621
- $
8
-
1
1
-
.
10 $
5 $
1
-
-
1
-
7 $
- $
-
-
-
-
-
- $
-
2,297
-
345
46
-
2,688
1,893
583
-
-
219
-
2,695
-
-
-
-
-
-
-
8 $
17
-
3
6
-
2,687
7,438
-
2,213
863
-
34 $
13,201
23 $
14
-
-
3
-
40 $
5 $
1
-
-
-
-
6 $
5,872
5,390
-
-
484
-
11,746
2,069
552
-
-
-
-
2,621
63 $
22,185
17 $
5,383
80 $
27,568
28
December 31, 2016
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
A troubled debt restructuring (“TDR”) is a loan that has been modified whereby the Bank has agreed to make certain concessions to a borrower to meet the needs of both the borrower and
the Bank to maximize the ultimate recovery of a loan. TDR occurs when a borrower is experiencing, or is expected to experience, financial difficulties and the loan is modified using a
modification that would otherwise not be granted to the borrower. The types of concessions granted are generally included, but not limited to interest rate reductions, limitations on the
accrued interest charged, term extensions, and deferment of principal.
The following table summarizes information in regards to troubled debt restructurings during the year ended December 31, 2017 (In thousands):
Year Ended December 31, 2017
Pre-Modification Outstanding
Post-Modification Outstanding
Number of Contracts
Recorded Investments
Recorded Investments
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
1,556
4,608
-
-
-
-
6,164
1,266
-
-
-
-
-
1,266
-
-
-
-
-
-
-
7,430
2
3
-
-
-
-
5
5
-
-
-
-
-
5
-
-
-
-
-
-
-
10
1,445
4,441
-
-
-
-
5,886
1,052
-
-
-
-
-
1,052
-
-
-
-
-
-
-
6,938
$
$
$
$
$
$
$
29
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes information in regards to troubled debt restructurings during the year ended December 31, 2016 (In thousands):
Year Ended December 31, 2016
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Number of Contracts
Pre-Modification Outstanding
Recorded Investments
Post-Modification Outstanding
Recorded Investments
$
$
$
$
$
$
$
71
1,920
-
1,137
162
-
3,290
320
-
-
-
223
-
543
-
-
-
-
-
-
-
3,833
1
5
-
1
1
-
8
1
-
-
-
1
-
2
-
-
-
-
-
-
-
10
71
1,816
-
-
155
-
2,042
278
-
-
-
223
-
501
-
-
-
-
-
-
-
2,543
$
$
$
$
$
$
$
30
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes information in regards to troubled debt restructurings for which there was a payment default, within twelve months of restructuring, (In thousands):
Year Ended December 31, 2017
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Number of Contracts
Recorded Investment
$
$
$
$
$
$
$
297
3,400
-
-
-
-
3,697
388
-
-
-
-
-
388
-
-
-
-
-
-
-
4,085
1
2
-
-
-
-
3
2
-
-
-
-
-
2
-
-
-
-
-
-
-
5
31
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table summarizes information in regards to troubled debt restructurings for which there was a payment default, within twelve months of restructuring, (In thousands):
Year Ended December 31, 2016
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and Multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Number of Contracts
Recorded Investment
$
$
$
$
$
$
$
70
637
-
-
-
-
707
-
-
-
-
-
-
-
-
-
-
-
-
-
-
707
1
2
-
-
-
-
3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3
32
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table sets forth the delinquency status of total loans receivable at December 31, 2017:
30-59 Days
Past Due
60-90 Days
Past Due
Greater Than
90 Days
Total Past
Due
Current
Total Loans
Receivable
(In Thousands)
Loans Receivable
>90 Days
and Accruing
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
1,358 $
20,210
5,687
161
314
8
1,604 $
887
-
640
215
-
2,273 $
-
-
103
44
-
5,235 $
177,309 $
182,544 $
21,097
5,687
904
573
8
1,192,293
44,810
65,871
38,152
1,175
1,213,390
50,497
66,775
38,725
1,183
27,738 $
3,346 $
2,420 $
33,504 $
1,519,610 $
1,553,114 $
643 $
1,539
-
92
240
-
379 $
-
-
-
324
-
1,738 $
850
-
-
7
-
2,760 $
2,389
-
92
571
-
45,048
44,220
-
3,965
8,384
122
47,808 $
46,609
-
4,057
8,955
122
2,514 $
703 $
2,595 $
5,812 $
101,739 $
107,551 $
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
$
-
-
-
-
-
-
-
$
$
-
-
-
-
-
-
-
$
1,413 $
731
-
-
-
-
1,413 $
731
-
-
-
-
$
2,144 $
2,144 $
-
-
-
-
-
-
-
315
-
-
-
-
-
315
-
-
-
-
-
-
-
30,252 $
4,049 $
5,015 $
39,316 $
1,623,493 $
1,662,809 $
315
33
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table sets forth the delinquency status of total loans receivable at December 31, 2016:
30-59 Days
Past Due
60-90 Days
Past Due
Greater Than
90 Days
Total Past
Due
Current
Total Loans
Receivable
(In Thousands)
Loans Receivable
>90 Days
and Accruing
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
2,873 $
10,472
348
491
78
-
963 $
989
-
69
218
-
1,889 $
5,182
-
315
-
6
5,725 $
136,356 $
142,081 $
16,643
348
875
296
6
1,040,163
70,519
62,569
32,121
1,263
1,056,806
70,867
63,444
32,417
1,269
14,262 $
2,239 $
7,392 $
23,893 $
1,342,991 $
1,366,884 $
498 $
1,958
-
-
309
-
515 $
221
-
-
132
-
3,138 $
737
-
-
280
-
4,151 $
2,916
-
-
721
-
52,159
57,506
-
4,460
13,156
225
56,310 $
60,422
-
4,460
13,877
225
2,765 $
868 $
4,155 $
7,788 $
127,506 $
135,294 $
$
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
-
$
$
$
-
-
-
-
-
-
1,443 $
753
-
-
-
-
1,443 $
753
-
-
-
-
-
$
2,196 $
2,196 $
-
2,828
-
-
-
-
2,828
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,027 $
3,107 $
11,547 $
31,681 $
1,472,693 $
1,504,374 $
2,828
34
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the
Company’s internal risk rating system as of December 31, 2017. (In Thousands):
Pass
Special Mention
Substandard
Doubtful
Loss
Total
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total Gross Loans
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
174,985 $
1,199,786
50,262
63,323
38,018
1,177
5,014 $
2,676
235
1,672
451
6
2,545 $
10,928
-
1,738
256
-
1,527,551 $
10,054 $
15,467 $
44,472 $
43,569
-
4,057
8,896
122
481 $
402
-
-
20
-
2,855 $
2,638
-
-
32
-
101,116 $
903 $
5,525 $
153 $
218
-
-
-
-
371 $
571 $
513
-
-
-
-
1,084 $
689 $
-
-
-
-
-
689 $
1,629,038 $
12,041 $
21,681 $
35
- $
-
-
-
-
-
- $
- $
-
-
-
-
-
- $
- $
-
-
-
-
-
- $
- $
- $
-
-
42
-
-
182,544
1,213,390
50,497
66,775
38,725
1,183
42 $
1,553,114
-
-
-
-
7
-
47,808
46,609
-
4,057
8,955
122
7 $
107,551
-
-
-
-
-
-
1,413
731
-
-
-
-
- $
2,144
49 $
1,662,809
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)
The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the
Company’s internal risk rating system as of December 31, 2016. (In Thousands):
Pass
Special Mention
Substandard
Doubtful
Loss
Total
Originated loans:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans recorded at fair value:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Acquired loans with deteriorated credit:
Residential one-to-four family
Commercial and multi-family
Construction
Commercial business(1)
Home equity(2)
Consumer
Sub-total:
Total Gross Loans
__________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
$
$
$
$
$
$
$
131,807 $
1,039,519
70,391
57,567
31,052
1,249
6,393 $
6,263
476
1,789
816
14
3,881 $
10,811
-
4,000
549
6
1,331,585 $
15,751 $
19,247 $
51,628 $
55,216
-
4,460
12,652
225
626 $
1,311
-
-
424
-
4,056 $
3,895
-
-
782
-
124,181 $
2,361 $
8,733 $
147 $
230
-
-
-
-
377 $
272 $
523
-
-
-
-
1,024 $
-
-
-
-
-
795 $
1,024 $
1,456,143 $
18,907 $
29,004 $
36
- $
-
-
-
-
-
- $
- $
-
-
-
-
-
- $
- $
-
-
-
-
-
- $
- $
- $
213
-
88
-
-
142,081
1,056,806
70,867
63,444
32,417
1,269
301 $
1,366,884
-
-
-
-
19
-
56,310
60,422
-
4,460
13,877
225
19 $
135,294
-
-
-
-
-
-
1,443
753
-
-
-
-
- $
2,196
320 $
1,504,374
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6 - Premises and Equipment
Land
Buildings and improvements
Leasehold improvements
Furniture, fixtures and equipment
Accumulated depreciation and amortization
2017
December 31,
(In Thousands)
2016
$
$
2,116
14,853
5,968
10,800
33,737
(14,969)
18,768
$
$
2,116
14,662
4,987
10,064
31,829
(12,447)
19,382
Depreciation and amortization expense for the years ended December 31, 2017, 2016 and 2015 was $2,522,000, $2,422,000 and $2,149,000, respectively.
Buildings and improvements include a building constructed on property leased from a related party (see Note 3).
Rental expenses, included in occupancy expense of premises, related to the occupancy of premises and related shared costs for common areas totaled $2,448,000, $2,410,000, and
$1,990,000 for the years ended December 31, 2017, 2016, and 2015, respectively. The minimum obligation under non-cancelable lease agreements expiring through December 31, 2032,
for each of the years ended December 31 is as follows (In Thousands):
2018
2019
2020
2021
2022
Thereafter
$
$
Note 7 - Interest Receivable
The distribution of interest receivable at December 31, 2017 and 2016 was as follows:
2017
December 31,
(In Thousands)
2016
Loans
Securities
$
$
5,845
308
6,153
$
$
37
2,399
2,065
1,968
1,728
1,553
4,414
14,127
5,359
214
5,573
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8 – Deposits
The distribution of deposits at December 31, 2017 and 2016 were as follows:
Demand:
Non-interest bearing
Interest bearing
Money market
Savings and club
Certificates of deposit
2017
December 31,
(In Thousands)
2016
$
$
201,043
297,040
258,632
756,715
148,022
664,633
1,569,370
$
$
183,821
281,773
125,614
591,208
260,122
540,875
1,392,205
Deposits of certain municipalities and local government agencies are collateralized by $63 million of investment securities and by a $46 million Municipal Letter of Credit with the
Federal Home Loan Bank (“FHLB”).
At December 31, 2017 and 2016, certificates of deposit of $250,000 or more totaled approximately $198.5 million and $172.5 million, respectively.
At December 31, 2017, deposits from officers, directors and their associates totaled approximately $7.2 million.
The scheduled maturities of certificates of deposit at December 31, 2017, were as follows (In thousands):
2018
2019
2020
2021
2022
Thereafter
Amount
419,586
127,723
64,693
31,562
21,069
-
664,633
$
$
38
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 9 - Short-Term Debt and Long-Term Debt
Information regarding short-term borrowings is as follows:
Balance at end of period
Average balance outstanding during the year
Highest month-end balance during the year
Average interest rate during the year
Weighted average interest rate at year-end
Long-term debt consists of the following:
2017
Amount
-
1,016
35,000
1.02 %
-%
$
$
$
December 31,
2016
Amount
( In Thousands)
$
$
$
20,000
103
20,000
0.88 %
1 %
$
$
$
2015
Amount
-
595
3,000
0.37 %
-%
2017
2016
December 31,
Federal Home Loan Bank Advances:
Maturing by December 31,
Weighted
Average Rate
Amount ($000s)
Weighted
Average Rate
Amount ($000s)
2017
2018
2019
2020
2021
2022
- %
$
1.41
1.86
1.68
1.83
2.03
-
25,000
50,000
40,000
38,000
32,000
4.45 %
$
1.41
1.85
1.46
1.76
1.98
55,000[
25,000
23,000
20,000
10,000
22,000
1.78 %
$
185,000
2.66 %
$
155,000
At December 31, 2017 and 2016 loans with carrying values of approximately $400.2 million and $403.5 million, respectively, were pledged to secure the above noted Federal Home Loan
Bank of New York borrowings. No securities were pledged at December 31, 2017 and 2016.
At December 31, 2017, the Bank’s total credit exposure cannot exceed 50% of its total assets, or $970,953,500, based on the borrowing limitations outlined in the FHLB of New York’s
member products guide. The total credit exposure limit of 50% of total assets is recalculated each quarter.
39
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 10 – Subordinated Debentures (In Thousands):
The following table summarizes the mandatory redeemable trust preferred securities of the Company’s Statutory Trust I at December 31, 2017.
Issuance Date
Securities Issued
Liquidation Value
Coupon Rate
Maturity
Callable by Issuer
Beginning
6/17/2004
$4,124,000
$1,000 per Capital Security
Floating 3-month
LIBOR + 265 Basis
Points
6/17/2034
6/17/2009
The Trust Preferred floating rate junior subordinated debenture interest rate adjusts quarterly. The rate paid as of December 31, 2017 and 2016, respectively, was 4.250% and 3.643%.
The trust preferred debenture became callable, at the Company’s option, on June 17, 2009, and quarterly thereafter.
40
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 11 - Regulatory Matters
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s
assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk-weightings and other factors.
In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for calculating risk-
weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other
things, the new rule established a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increased the minimum Tier 1 capital to risk-based assets
requirement (from 4% to 6% of risk-weighted assets) and assigned a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain
commercial real estate facilities that finance the acquisition, development or construction of real property.
The final rule also requires unrealized gains and losses on certain available-for-sale securities holdings and defined benefit plan obligations to be included for purposes of calculating
regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The Bank exercised the opt-out election. The rule limits a banking organization's capital distributions and
certain discretionary bonus payments if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets
in addition to the amount necessary to meet its minimum risk-based capital requirements.
The final rule became effective for the Bank and the Company on January 1, 2015. The capitalization buffer is being phased in which started at 0.625% in 2016 and increasing by 0.625%
annually until it reaches 2.5% in 2019. The Bank and the Company currently comply with the minimum capital requirements set forth in the final rule. The Company’s capital adequacy
guidelines are not materially different than the capital adequacy guidelines for the Bank.
Quantitative measures, established by regulation to ensure capital adequacy, require the Bank to maintain minimum amounts and ratios of Total and Tier 1 capital (as defined in the
regulations), to risk-weighted assets, (as defined), Tier 1 capital to average assets (as defined) and Common Equity Tier 1 to risk-weighted assets. The following table presents information
as to the Bank’s capital levels.
As of December 31, 2017
Bank
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common Equity Tier 1 (to risk-weighted assets)
Tier 1 capital (to average assets)
Company
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common Equity Tier 1 (to risk-weighted assets)
Tier 1 capital (to average assets)
As of December 31, 2016
Bank
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common Equity Tier 1 (to risk-weighted assets)
Tier 1 capital (to average assets)
Company
Total capital (to risk-weighted assets)
Tier 1 capital (to risk-weighted assets)
Common Equity Tier 1 (to risk-weighted assets)
Tier 1 capital (to average assets)
Actual
For Capital Adequacy
Purposes
To be Well Capitalized under
Prompt Corrective
Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
$199,637
13.24 %
$120,605
8.00 %
182,262
182,262
182,262
12.09
12.09
9.50
90,454
67,841
76,712
6.00
4.50
4.00
$150,757
120,605
97,992
95,890
$201,095
13.33 %
$120,605
8.00 %
183,720
166,355
183,720
12.18
11.03
9.58
90,495
67,871
76,733
$154,923
11.34 %
$109,330
137,839
137,839
137,839
$156,152
139,061
119,473
139,061
10.09
10.09
8.10
11.42 %
10.17
8.74
8.17
81,998
61,498
68,074
$109,372
82,029
61,522
68,117
6.00
4.50
4.00
8.00 %
6.00
4.50
4.00
8.00 %
6.00
4.50
4.00
N/A
N/A
N/A
N/A
$136,663
109,330
88,831
85,092
N/A
N/A
N/A
N/A
10.00 %
8.00
6.50
5.00
N/A
N/A
N/A
N/A
10.00 %
8.00
6.50
5.00
N/A
N/A
N/A
N/A
As of December 31, 2017 and 2016, the most recent notification from the Bank’s regulators categorized the Bank as “well capitalized” under the regulatory framework for prompt
corrective action. There are no conditions or events occurring since that notification that management believes have changed the Bank’s category.
41
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12- Benefits Plans
Pension Plan
The Company acquired, through the merger with Pamrapo Bancorp, Inc. a non-contributory defined benefit pension plan covering all eligible employees of Pamrapo Savings Bank.
Effective January 1, 2010, the defined benefit pension plan (“Pension Plan”), was frozen by Pamrapo Savings Bank. All benefits for eligible participants accrued in the Pension Plan to the
freeze date have been retained. The benefits are based on years of service and employee’s compensation. The Pension Plan is funded in conformity with funding requirements of
applicable government regulations. Prior service costs for the Pension Plan generally are amortized over the estimated remaining service periods of employees.
The following tables set forth the Pension Plan's funded status at December 31, 2017 and 2016 and components of net periodic pension cost for the years ended December 31, 2017 and
2016:
Change in Benefit Obligation:
Benefit obligation, beginning of year
Interest cost
Actuarial loss (gain)
Benefits paid
Lump sum distributions
Benefit obligation, ending
Change in Plan Assets:
Fair value of assets, beginning of year
Actual return on plan assets
Employer contributions
Benefits paid
Lump sum distributions
Fair value of assets, ending
Reconciliation of Funded Status:
Accumulated benefit obligation
Projected benefit obligation
Fair value of assets
Funded (unfunded) status, included in other liabilities, net
Valuation assumptions used to determine
benefit obligation at period end:
Discount rate
Salary increase rate
2017
December 31,
(In Thousands)
2016
$
$
$
$
$
$
$
$
$
$
$
$
$
$
7,488
300
695
(481)
(77)
7,925
7,646
875
-
(481)
(77)
7,963
7,925
7,925
7,963
38
3.60%
N/A
7,811
328
(52)
(500)
(99)
7,488
6,569
876
800
(500)
(99)
7,646
7,488
7,488
7,646
158
4.14%
N/A
42
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plans (Continued)
Net Periodic Pension Expense:
Interest cost
Expected return on assets
Amortization of net loss
Net Periodic Pension Cost (Credit)
December 31,
2017
2016
(In Thousands)
$
$
300
(444)
118
(26)
$
$
Valuation assumptions used to determine net periodic benefit cost for the year:
Discount rate
Long term rate of return on plan assets
Salary increase rate
4.14%
6.00%
N/A
328
(541)
146
(67)
4.34%
8.00%
N/A
At December 31, 2017 and December 31, 2016, unrecognized net loss of $(2,245,000) and $(2,100,000), respectively, was included, net of deferred income tax, in accumulated other
comprehensive loss in accordance with ASC 715-20 and ASC 715-30. None of the unrecognized net loss is expected to be recognized in net periodic pension expense for the year ended
December 31, 2018.
43
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plan (Continued)
Plan Assets
Investment Policies and Strategies
The primary long-term objective for the Pension Plan is to maintain assets at a level that will sufficiently cover future beneficiary obligations. The Pension Plan will be structured to
include a volatility reducing component (the fixed income commitment) and a growth component (the equity commitment).
To achieve the Bank’s long-term investment objectives, the trustee will invest the assets of the Pension Plan in a diversified combination of asset classes, investment strategies, and pooled
vehicles. The asset allocation guidelines in the table below reflect the Bank’s risk tolerance and long-term objectives for the Pension Plan. These parameters will be reviewed on a regular
basis and subject to change following discussions between the Bank and the trustee.
Initially, the following asset allocation targets and ranges will guide the trustee in structuring the overall allocation in the Pension Plan’s investment portfolio. The Bank or the trustee may
amend these allocations to reflect the most appropriate standards consistent with changing circumstances. Any such fundamental amendments in strategy will be discussed between the
Bank and the trustee prior to implementation.
Based on the above considerations, the following asset allocation ranges will be implemented:
Asset Allocation Parameters by Asset Class
Minimum
Target
Maximum
Equity
Large-Cap U.S.
Mid/Small-Cap U.S.
Non-U.S.
Total-Equity
Fixed Income
Long/Short Duration
M o n e y M a r k e t
Deposit
/ C e r t
i f i c a t e s o f
Total-Fixed Income
40%
40%
48%
14%
0%
62%
37%
1%
38%
60%
60%
The parameters for each asset class provide the trustee with the latitude for managing the Pension Plan within a minimum and maximum range. The trustee will have full discretion to buy,
sell, invest and reinvest in these asset segments based on these guidelines which includes allowing the underlying investments to fluctuate within the stated policy ranges. The Pension
Plan will maintain a cash equivalents component (not to exceed 3% under normal circumstances) within the fixed income allocation for liquidity purposes.
The trustee will monitor the actual asset segment exposures of the Pension Plan on a regular basis and, periodically, may adjust the asset allocation within the ranges set forth above as it
deems appropriate. Periodic reallocations of assets will be based on the trustee’s perception of the changing risk/return opportunities of the respective asset classes.
Determination of Long-Term Rate–of Return
The long-term rate-of-return-on assets assumption was set based on historical returns earned by equities and fixed income securities, adjusted to reflect expectations of future returns as
applied to the Pension Plan’s target allocation of asset classes. Equities and fixed income securities were assumed to earn real rates of return in the ranges of 5-9% and 2-6%, respectively.
The long-term inflation rate was estimated to be 3%. When these overall return expectations are applied to the Pension Plan’s target allocation, the result is an expected rate of return of
6% to 11%.
44
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plan (Continued)
The fair values of the Pension Plan assets at December 31, 2017, by asset category (see Note 16 for the definitions of levels), are as follows:
Asset Category
Mutual funds-Equity
Large-Cap Value (a)
Mid-Cap Value (b)
Large Blend (e)
Mutual Funds-Fixed Income
World Bond (c)
Multi-Sector Bond (d)
High Yield Bond (f)
Stock
BCB Common Stock
Cash Equivalents
Money Market
Total
Total
(Level 1)
(Level 2)
(Level 3)
$
2,194,188
$
385,971
1,584,830
931,783
979,788
1,007,258
2,194,188
385,971
1,584,830
931,783
979,788
1,007,258
751,463
751,463
$
$
127,428
7,962,709
$
$
127,428
7,962,709
$
$
$
-
-
-
-
-
-
-
-
-
$
$
$
The fair values of the Company’s pension plan assets at December 31, 2016, by asset category (see Note 16 for the definitions of levels), are as follows:
Asset Category
Mutual funds-Equity
Large-Cap Value (a)
Mid-Cap Value (b)
Large Blend (e)
Mutual Funds-Fixed Income
World Bond (c)
Multi-Sector Bond (d)
High Yield Bond (f)
Stock
BCB Common Stock
Cash Equivalents
Money Market
Total
Note 12 - Benefits Plan (Continued)
Total
(Level 1)
(Level 2)
(Level 3)
2,065,510
371,203
1,415,265
985,817
1,008,504
1,027,330
673,725
98,372
7,645,726
$
$
$
-
-
-
-
-
-
-
-
-
$
$
$
$
$
$
2,065,510
371,203
1,415,265
985,817
1,008,504
1,027,330
673,725
98,372
7,645,726
$
$
$
45
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
a)
b)
Large-value portfolios invest primarily in big U.S. companies that are less expensive or growing more slowly than other large-cap stocks. Stocks in the top 70% of the
capitalization of the U.S. equity market are defined as large cap. Value is defined based on low valuations (low price ratios and high dividend yields) and slow growth (low
growth rates for earnings, sales, book value, and cash flow.
Some mid-cap value portfolios focus on medium-size companies while others land here because they own a mix of small-, mid-, and large-cap stocks. All look for U.S. stocks
that are less expensive or growing more slowly than the market. The U.S. mid-cap range for market capitalization typically falls between $1 billion and $8 billion and
represents 20% of the total capitalization of the U.S. equity market. Value is defined based on low valuations (low price ratios and high dividend yields) and slow growth (low
growth rates for earnings, sales, book value, and cash flow).
c) World-bond portfolios invest 40% or more of their assets in foreign bonds. Some world-bond portfolios follow a conservative approach, favoring high-quality bonds from
developed markets. Others are more adventurous and own some lower-quality bonds from developed or emerging markets. Some portfolios invest exclusively outside the
U.S., while others regularly invest in both U.S. and non- U.S. bonds.
d) Multi Sector portfolios seek income by diversifying their assets among several fixed-income sectors, usually U.S. government obligations, foreign bonds, and high-yield
domestic debt securities.
This fund invests in 500 of the largest U.S. companies, which span many different industries and account for about three-fourths of the U.S. Stock Markets value.
e)
f) High Yield Bond funds invest at least 65% of assets in bonds rated below BBB. This fund seeks to provide shareholders with a high level of current income with capital
growth as a secondary objective.
The Company expects to contribute, based upon actuarial estimates, approximately $0 to the Pension Plan in 2018.
Benefit payments are expected to be paid for the years ended December 31 as follows (In thousands):
$
2018
2019
2020
2021
2022
2023-2027
536
536
524
507
504
2,418
46
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plan (Continued)
Supplemental Executive Retirement Plan
The Company acquired through the merger with Pamrapo Bancorp, Inc. a supplemental executive retirement plan (“SERP”) in which certain former employees of Pamrapo Savings Bank
are covered. A SERP is an unfunded non-qualified deferred retirement plan. Participants who retire at the age of 65 (the “Normal Retirement Age”), are entitled to an annual retirement
benefit equal to 75% of compensation reduced by their retirement plan annual benefits. Participants retiring before the Normal Retirement Age receive the same benefits reduced by a
percentage based on years of service to the Company and the number of years prior to the Normal Retirement Age that participants retire.
The following tables set forth the SERP's funded status and components of net periodic SERP cost:
Benefit obligation, beginning of year
Interest Cost
Actuarial loss (gain)
Benefits paid
Benefit obligation, ending
Change in Plan Assets:
Fair value of assets, beginning of year
Employer contributions
Benefits paid
Fair value of assets, ending
Reconciliation of Funded Status:
Accumulated benefit obligation
Projected benefit obligation
Fair value of assets
Funded status, included in other liabilities
Valuation assumptions used to determine
benefit obligation at period end:
Discount rate
Salary increase rate
$
$
$
$
$
$
$
2017
December 31,
(In Thousands)
2016
283
10
2
(62)
233
-
62
(62)
-
233
233
-
233
$
$
$
$
$
$
$
332
13
-
(62)
283
-
62
(62)
-
283
283
-
283
3.64%
N/A
4.14%
N/A
47
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plan (Continued)
Net Periodic SERP Expense:
Interest Cost
Net Periodic SERP Cost
Valuation assumptions used to determine net periodic benefit cost for the year:
Discount rate
Salary increase rate
2017
December 31,
(In Thousands)
2016
$
$
$
$
10
10
4.14 %
N/A
13
13
4.34 %
N/A
At December 31, 2017 and December 31, 2016, unrecognized net loss of $36,000 and $36,000, respectively, was included, net of deferred income tax, in accumulated other
comprehensive income in accordance with ASC 715-20 and ASC 715-30. None of the unrecognized net loss is expected to be recognized in net periodic SERP cost for the year ended
December 31, 2018.
The Company expects to contribute, based upon actuarial estimates, approximately $62,000 to the SERP plan in 2018.
Benefit payments are expected to be paid for the years ended December 31 as follows (In thousands):
$
2018
2019
2020
2021
2022
2023-2027
62
62
32
32
32
13
48
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plan (Continued)
Stock Options
The Company, under the plan approved by its shareholders on April 28, 2011 (“2011 Stock Plan”), authorized the issuance of up to 900,000 shares of common stock of the Company
pursuant to grants of stock options. Employees and directors of the Company and the Bank are eligible to participate in the 2011 Stock Plan. All stock options will be granted in the form
of either "incentive" stock options or "non-qualified" stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 422 of the
Internal Revenue Code. Only employees are permitted to receive incentive stock options. On September 13th, 2017, a grant of 275,000 options and on September 16th, 2016, a grant of
110,000 options was declared for certain members of the Board of Directors of the Bank and the Company which vest at a rate of 10% per year, over ten years commencing on the first
anniversary of the grant date. The exercise price was recorded as of the close of business on September 13th, 2017 and September 16th, 2016, respectively and a Form 4 was filed for each
Director who received a grant with the Securities and Exchange Commission consistent with their filing requirements. There were 75,000 and 50,000 stock options granted to employees
in the fourth quarters of 2017 and 2016, respectively, which vest at a rate of 20% and 33% per year, respectively.
A summary of stock option activity, follows:
Outstanding at January 1, 2016
Options forfeited
Options exercised
Options granted
Options expired
Outstanding at December 31, 2016
Options forfeited
Options exercised
Options granted
Options expired
Outstanding at December 31, 2017
Exercisable at December 31, 2017
Number of Options
Range of Exercise
Price
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value (000's)
417,000
$
8.93-15.65
$
10.75
8.22 years
$
219
-
-
160,000
(2,000)
-
-
10.92
15.11
-
-
10.92
15.11
575,000
$
8.93-13.32
$
10.78
7.94 years
$
1,198
(35,000)
8.93-13.32
(700)
350,000
-
10.55
12.40
-
10.75
10.55
12.40
-
889,300
$
8.93-13.32
$
11.42
8.06 years
$
1,855
166,067
It is Company policy to issue new shares upon share option exercise. Expected future compensation expense relating to the 723,233 shares underlying unexercised options outstanding as
of December 31, 2017, is $1.6 million over a weighted average period of 7.36 years.
49
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Benefits Plan (Continued)
The key valuation assumptions and fair value of stock options granted during the twelve months ended December 31, 2017 were:
Directors
Employees
Expected life
Risk-free interest rate
Volatility
Dividend yield
Fair value
+
7.70
2.04
27.69
4.52
$2.06
years
%
%
%
The key valuation assumptions and fair value of stock options granted during the twelve months ended December 31, 2016 were:
Expected life
Risk-free interest rate
Volatility
Dividend yield
Fair value
years
%
%
%
7.85
1.56
35.06
5.13
$2.13
50
years
%
%
%
7.70
2.04
27.69
4.52
$2.06
years
%
%
%
7.85
1.56
35.06
5.13
$2.13
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 13 - Dividend Restrictions
Payment of cash dividends on common stock is conditional on earnings, financial condition, cash needs, capital considerations, the discretion of the Board of Directors of the Company,
and compliance with regulatory requirements. State and federal law and regulations impose substantial limitations on the Bank’s ability to pay dividends to the Company. Under New
Jersey law, the Company is permitted to declare dividends on its common stock only if, after payment of the dividend, the capital stock of the Bank will be unimpaired and either the Bank
will have a surplus of not less than 50% of its capital stock or the payment of the dividend will not reduce the Bank’s surplus. During 2017, 2016 and 2015, the Bank paid the Company
total dividends of $7,951,000, $6,627,000, and $4,957,000, respectively. The Company’s ability to declare dividends is dependent upon the amount of dividends paid to the Company by
the Bank.
51
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 14 - Income Taxes
The components of income tax expense are summarized as follows:
Current income tax expense:
Federal
State
Deferred income tax expense:
Federal
Federal - remeasurement of deferred tax assets and liabilities (a)
State
Years Ended December 31,
2017
2016
(In Thousands)
2015
$
$
5,020
1,279
$
2,632
1,139
6,299
3,771
1,277
2,183
472
3,932
1,439
-
48
1,487
3,730
1,082
4,812
2
-
-
2
Total Income Tax Expense
$
10,231
$
5,258
$
4,814
On December 22, 2017 the Tax Cut and Jobs Act was signed into law. ASC 740 (Income Taxes) requires the recognition of the effect of changes in tax laws or rates in the
(a)
period in which the legislation is enacted. The revaluation of deferred tax assets and liabilities to the new 21% federal tax rate are materially complete and are reflected in income tax
expense for fiscal year 2017.
52
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 14 – Income Taxes
The tax effects of existing temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are as follows:
Deferred income tax assets:
Allowance for loan losses
Other real estate owned expenses
Non-accrual interest
Benefit Plans
Benefit Plan-accumulated other comprehensive loss
Valuation adjustment on loans receivable acquired
Unrealized loss on securities available for sale
Net operating loss carry forwards
Other
Deferred income tax liabilities:
Valuation adjustment on premises and equipment acquired
Depreciation
SBA Servicing Asset
Benefit Plans
December 31,
2017
2016
$
(In Thousands)
4,884
$
78
199
-
641
627
587
-
323
7,339
637
243
750
565
2,195
Net Deferred Tax Asset
$
5,144
$
7,030
114
342
51
873
1,045
1,791
23
794
12,063
926
357
827
-
2,110
9,953
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. In
making this assessment, management has considered the profitability of current core operations, future market growth, forecasted earnings, future taxable income, and ongoing, feasible
and permissible tax planning strategies. If the Company was to determine that it would not be able to realize a portion of its net deferred tax asset in the future for which there is currently
no valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period such determination was made. The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and carry forwards are available.
On December 22, 2017 the Tax Cut and Jobs Act was signed into law. ASC 740 (Income Taxes) requires the recognition of the effect of changes in tax laws or rates in the period in which
the legislation is enacted. The changes in the deferred tax assets and liabilities remeasured at the new 21% federal tax rate are reflected in income tax expense for fiscal year 2017.
At December 31, 2017 and 2016, gross deferred tax assets related to net operating loss carry forwards totaled $0 and $23,000, respectively, consisting of $23,000 federal assets acquired in
a 2011 acquisition.
In conjunction with the Company’s acquisition of Allegiance in 2011, the Company acquired a federal net operating loss carry forward of $1.2 million. This carry forward is available for
use through 2030; however, in accordance with Internal Revenue Code Section 382, usage of the carry forward is limited to $235,000 annually on a cumulative basis (portions of the
$235,000 not used in a particular year may be added to subsequent usage). At December 31, 2017 and 2016, the Company had approximately $0 and $23,000 remaining of this federal net
operating loss carry forward available to offset future taxable income for federal tax reporting purposes.
53
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 14 - Income Taxes (Continued)
The following table presents a reconciliation between the reported income tax expense and the income tax expense which would be computed by applying the normal federal income tax
rate of between 34 and 35% in 2017, 2016, and 2015 to income before income tax expense, with an adjustment for the tax effect of the new 21% federal tax rate on deferred assets and
liabilities as of December 31, 2017 (a):
Federal income tax expense at statutory rate
Increases in income taxes resulting from:
State income tax , net of federal income tax effect
Remeasurement of deferred tax assets and liabilities (a)
Other items, net
Effective Income Tax Expense
Effective Income Tax Rate
2017
Years Ended December 31,
2016
(In Thousands)
2015
$
6,966
$
4,532
$
4,101
1,148
2,183
(66)
781
-
(55)
707
-
6
$
10,231
$
5,258
$
4,814
50.6 %
39.7 %
40.7 %
(a) On December 22, 2017 the Tax Cut and Jobs Act was signed into law. ASC 740 (Income Taxes) requires the recognition of the effect of changes in tax laws or rates in the period in
which the legislation is enacted. The changes in the deferred tax assets and liabilities remeasured at the new 21% federal tax rate are reflected in income tax expense for fiscal year 2017.
54
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 15- Commitments and Contingencies
The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments primarily
include commitments to extend credit. The Bank’s exposure to credit loss, in the event of nonperformance by the other party to the financial instrument for commitments to extend credit,
is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet
instruments.
Outstanding loan related commitments were as follows:
Loan origination
Standby letters of credit
Construction loans in process
Unused lines of credit
2017
December 31,
(In Thousands)
2016
$
$
139,451
2,677
50,008
69,987
262,123
$
$
61,958
964
41,206
60,615
164,743
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment
amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but primarily includes residential real estate
properties.
The Company is involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of business. Other than as set forth below, as of December 31,
2017, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on the
Company’s consolidated financial condition or results of operations.
The Company, as the successor to Pamrapo Bancorp, Inc., and in its own corporate capacity, was a named defendant in a shareholder class action lawsuit, Kube v. Pamrapo Bancorp, Inc.,
et al., filed in the Superior Court of New Jersey, Hudson County, Chancery Division, General Equity (the "Action”).
On September 21, 2015, the court entered an Order and Final Judgment (“Judgment”), whereby the Stipulation of Settlement ("Stipulation") agreed to by the plaintiff class, the Company
and the remaining defendants was approved. Pursuant to the Judgment, and in consideration for the full settlement and release of all Released Claims (as that term is defined in the
Stipulation) and the dismissal of the Action with prejudice as against the Company and the remaining defendants, the Company, on its own behalf and on behalf of the remaining
defendants, would pay $1,950,000 to the Class. This settlement amount was paid in November 2015.
Pursuant to the Stipulation, the plaintiff class's counsel reserved the right to seek an award of counsel fees and litigation expenses (“Fees Motion”). The maximum amount which could
have been awarded as a result of the Fees Motion was $1,000,000. The plaintiff class’s counsel made a Fees Motion to the court seeking a final award of counsel fees and litigation
expenses of approximately $1,000,000. The Company and the remaining defendants vigorously opposed that motion.
By Order, dated July 5, 2017, the court awarded counsel fees and litigation expenses to the plaintiff’s class counsel in the amount of $1,000,000. The Company satisfied the Order by July
31, 2017.
The Company and the other defendants in the Action ("Plaintiffs") brought suit (the "Carrier Suit") against Progressive Insurance Company ("Progressive"), the Directors' and Officers'
Liability insurance carrier for Pamrapo Bancorp, Inc., at the time of its merger with the Company on July 6, 2010, and Colonial American Insurance Company ("Colonial"), the Directors'
and Officers' Liability insurance carrier for the Company at the time of the merger. The Carrier Suit sought, among other claims, indemnification, payment of and/or contribution toward
the above settlement, payment of and/or contribution toward the award of attorney's fees to the plaintiff class's counsel, and reimbursement of the attorney's fees and defense costs incurred
by the Plaintiffs in defending the Action and pursuing the Carrier Suit.
Progressive made a motion to dismiss the Carrier Suit in 2014. The Plaintiffs opposed that motion. That motion was administratively terminated by Order of the court, dated December 3,
2014. By Order of the court, dated December 3, 2014, the Plaintiffs' motion to file an Amended Complaint was granted.
On or about January 6, 2015, Progressive again made a motion to dismiss the Carrier Suit. The Plaintiffs opposed that motion. That motion was denied by oral decision on October 22,
2015, and by written Order, dated January 20, 2016.
A Mediation session ("Mediation") was held on March 11, 2015, among the parties. Following the Mediation, the Plaintiffs and Colonial agreed to settle the Plaintiffs’ claims against
Colonial for $1,750,000. A Settlement Agreement and Release, dated June 30, 2015, was entered into by the Plaintiffs and Colonial. The Plaintiffs received the settlement amount of
$1,750,000 from Colonial on July 9, 2015.
The Plaintiffs and Progressive did not settle their respective claims at the Mediation. The Carrier Suit continued with respect to these parties.
By Order of the court, dated August 10, 2016, the parties were granted permission to serve and file motions for summary judgment by November 9, 2016. Prior to consideration of these
motions, a Settlement Conference was held before the court on November 16, 2016. The Plaintiffs and Progressive did not settle their respective claims at that Settlement Conference.
55
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Plaintiffs filed a motion for partial summary judgment. Progressive filed a motion for summary judgment. These motions were returnable before the court on December 5, 2016.
By Order, dated September 18, 2017, the court granted the Plaintiffs’ motion for partial summary judgment, and denied Progressive’s motion for summary judgment.
A Status Conference was held before the court on October 26, 2017. As a result thereof, a Settlement Conference was scheduled for December 1, 2017, before the court.
A Settlement Conference in the Carrier Suit was conducted on December 1, 2017, before the court. At the Settlement Conference, the terms of a preliminary settlement were discussed by
the Plaintiffs and Progressive. A proposed Settlement Agreement and Release (“Release”) was circulated among the parties for review.
The last party to the Carrier Suit executed the Release on February 20, 2018. Pursuant to the Release, in consideration for the full settlement and release of all claims (as that term is
defined in the Release) and the dismissal of the Carrier Suit with prejudice, Progressive agreed to pay the Company $2,200,000 by, on, or about March 10, 2018.
Note 16 - Fair Value Measurements and Fair Values of Financial Instruments
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore,
for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates
indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these consolidated financial
statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the
amounts reported at each year-end.
ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
For assets and liabilities measured at fair value on a recurring basis, the fair value measurements, by level, within the fair value hierarchy are as follows:
Description
As of December 31, 2017:
Securities Available for Sale
Residential mortgage backed securities
Municipal obligations
Preferred stock
Total Securities Available for Sale
As of December 31, 2016:
Securities Available for Sale
Residential mortgage backed securities
Municipal obligations
Preferred stock
Total Securities Available for Sale
(Level 1)
Quoted Prices in
Active Markets
for Identical
Assets
(Level 2)
Significant
Other
Observable
Inputs
(Level 3)
Significant
Unobservable
Inputs
Total
$
$
$
$
111,794
2,502
8,293
122,589
82,472
6,961
5,332
94,765
$
$
$
$
-
-
-
-
-
-
-
-
$
$
$
$
$
111,794
2,502
8,293
122,589
$
$
82,472
6,961
5,332
94,765
$
-
-
-
-
-
-
-
-
56
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For assets and liabilities measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy are as follows:
Description
As of December 31, 2017:
Impaired loans
Other real estate owned
As of December 31, 2016:
Impaired loans
Other real estate owned
(Level 1)
Quoted Prices in
Active Markets
for Identical
Assets
$
$
$
$
-
-
-
-
(Level 2)
Significant
Other
Observable
Inputs
-
-
-
-
$
$
$
$
(Level 3)
Significant
Unobservable
Inputs
$
$
$
$
10,369
532
10,519
3,525
Total
10,369
532
10,519
3,525
$
$
$
$
57
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 16 - Fair Value Measurements and Fair Values of Financial Instruments (Continued)
The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized adjusted Level 3
inputs to determine fair value, (Dollars in thousands):
December 31, 2017:
Impaired Loans
Other Real Estate Owned
December 31, 2016:
Impaired Loans
Other Real Estate Owned
$
$
$
$
Quantitative Information about Level 3 Fair Value Measurements
Fair Value
Estimate
Valuation
Techniques
Unobservable
Input
Range
10,369
Appraisal of collateral (1)
Appraisal adjustments (2)
0%-10%
532
Appraisal of collateral (1)
Appraisal adjustments (2)
0%-10%
Quantitative Information about Level 3 Fair Value Measurements
Fair Value
Estimate
Valuation
Techniques
Unobservable
Input
Range
10,519
Appraisal of collateral (1)
Appraisal adjustments (2)
0%-10%
3,525
Appraisal of collateral (1)
Appraisal adjustments (2)
0%-10%
(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other
appraisal adjustments are presented as a percent of the appraisal.
58
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BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 16 - Fair Value Measurements and Fair Values of Financial Instruments (Continued)
The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the
Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s
disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at
December 31, 2017 and 2016:
Cash and Cash Equivalents (Carried at Cost)
The carrying amounts reported in the consolidated statements of financial condition for cash and interest-earning deposits approximate those assets’ fair values.
Securities Available for Sale
The fair value of securities available for sale (carried at fair value) is determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix
pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but
rather by relying on the securities’ relationship to other benchmark quoted prices.
Loans Held for Sale (Carried at Cost)
The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted
prices for a similar loan or loans, adjusted for specific attributes of that loan. Loans held for sale are carried at their cost.
Loans Receivable (Carried at Cost)
The fair values of loans, except for certain impaired loans, are estimated using discounted cash flow analyses, using market rates at the date of the Statement of Financial Condition that
reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments
of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.
Impaired Loans (Generally Carried at Fair Value)
Impaired loans are those for which the Company has measured and recorded an impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined
based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon
the lowest level of input that is significant to the fair value measurements. The fair value at December 31, 2017 and 2016 consists of the loan balances of $12,402,000 and $14,050,000 net
of a valuation allowance of $2,033,000 and $3,530,000, respectively.
FHLB of New York Stock (Carried at Cost)
The carrying amount of restricted investment in bank stock approximates fair value, and considers the limited marketability of such securities.
Accrued Interest Receivable and Payable (Carried at Cost)
The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.
Deposits (Carried at Cost)
The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on
demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates
currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.
Debt Including Subordinated Debentures (Carried at Cost)
Fair values of debt are estimated using discounted cash flow analysis, based on quoted prices for new long-term debt with similar credit risk characteristics, terms and remaining maturity.
These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.
Off-Balance Sheet Financial Instruments (Disclosed at Cost)
Fair values for the Bank’s off-balance sheet financial instruments (lending commitments and unused lines of credit) are based on fees currently charged in the market to enter into similar
agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing. The fair value of these commitments was deemed immaterial and is not
presented in the accompanying table.
59
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 16 - Fair Value Measurements and Fair Values of Financial Instruments (Continued)
The carrying values and estimated fair values of financial instruments were as follows at December 31, 2017 and 2016:
$
$
Financial assets:
Cash and cash equivalents
Interest-earning time deposits
Securities available for sale
Loans held for sale
Loans receivable, net
FHLB of New York stock, at cost
Accrued interest receivable
Financial liabilities:
Deposits
Debt
Subordinated debentures
Accrued interest payable
Financial assets:
Cash and cash equivalents
Interest-earning time deposits
Securities available for sale
Loans held for sale
Loans receivable, net
FHLB of New York stock, at cost
Accrued interest receivable
Financial liabilities:
Deposits
Debt
Subordinated debentures
Accrued interest payable
As of December 31, 2017
Carrying
Value
Fair Value
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
Significant
Other Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
$
124,235
980
122,589
1,295
1,643,677
10,211
6,153
1,569,370
185,000
4,124
791
$
124,235
980
122,589
1,295
1,643,626
10,211
6,153
1,578,382
182,947
4,078
791
(In Thousands)
$
124,235
980
-
-
-
-
-
903,155
-
-
-
As of December 31, 2016
$
-
-
122,589
1,295
-
10,211
6,153
673,227
182,947
4,078
791
-
-
-
-
1,643,626
-
-
-
-
-
-
Carrying
Value
Fair Value
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
Significant
Other Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)
(In Thousands)
$
65,038
980
-
-
-
-
-
834,665
-
-
-
$
65,038
980
94,765
4,153
1,485,159
9,306
5,573
1,392,205
175,000
4,124
825
$
65,038
980
94,765
4,273
1,515,088
9,306
5,573
1,384,578
176,109
4,150
825
60
$
-
-
94,765
4,273
-
9,306
5,573
549,913
176,109
4,150
825
-
-
-
-
1,515,088
-
-
-
-
-
-
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 17- Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss included in stockholders' equity are as follows:
Net unrealized loss on securities available for sale
Tax effect
Net of tax amount
Benefit plan adjustments
Tax effect
Net of tax amount
Accumulated other comprehensive loss
At December 31,
2017
2016
(In Thousands)
$
$
(2,089) $
587
(1,502)
(2,281)
641
(1,640)
(3,142) $
(4,383)
1,791
(2,592)
(2,137)
873
(1,264)
(3,856)
61
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 18- Parent Only Condensed Financial Information
STATEMENTS OF FINANCIAL CONDITION
Assets
Cash and due from banks
Investment in subsidiaries
Restricted common stock
Other assets
Total assets
Liabilities and Stockholders' Equity
Liabilities
Subordinated debentures
Other liabilities
Total liabilities
Stockholder's Equity
Total Liabilities and Stockholders' Equity
Years Ended December 31,
2017
2016
(In Thousands)
$
$
$
852
$
179,120
124
683
180,779
4,124
$
201
4,325
176,454
180,779
$
865
133,984
124
517
135,490
4,124
285
4,409
131,081
135,490
62
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 18- Parent Only Condensed Financial Information (Continued)
STATEMENTS OF OPERATIONS
Dividends from Bank
Total Income
Interest expense, borrowed money
Other
Total Expense
Income before Income Tax Expense and Equity in Undistributed
Earnings of Subsidiaries
Income tax benefit
Income before Equity in Undistributed Earnings of Subsidiaries
Equity in undistributed earnings of subsidiaries
2017
Years Ended December 31,
2016
(In Thousands)
2015
$
7,951
7,951
$
6,627
6,627
$
158
212
370
7,581
(126)
7,707
2,275
137
176
313
6,314
(107)
6,421
1,582
Net Income
$
9,982
$
8,003
$
63
4,957
4,957
119
190
309
4,648
(106)
4,754
2,276
7,030
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 18 - Parent Only Condensed Financial Information (Continued)
STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities
Net Income
Adjustments to reconcile net income to net cash provided by operating activities:
$
9,982
$
8,003
$
7,030
2017
Years Ended December 31,
2016
(In Thousands)
2015
Equity in undistributed (earnings) of subsidiaries
Decrease (increase) in other assets
(Decrease) increase in other liabilities
Net Cash Provided By Operating Activities
Cash Flows from Investing Activities
Additional investment in subsidiary
Net Cash Used In Investing Activities
Cash Flows from Financing Activities
Proceeds from issuance of preferred stock
Redemption of preferred stock
Proceeds from issuance of common stock
Cash dividends paid
Purchase of treasury stock
Net Cash Provided by (Used in) Financing Activities
Net Increase (decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents - Beginning
Cash and Cash Equivalents - Ending
(1,582)
1,087
(35)
7,473
1,710
1,710 $
-
(1,710)
336
(6,952)
(7)
(8,333)
850
15 $
865 $
(2,276)
153
73
4,980
(29,617)
(29,617)
3,848
-
25,978
(5,378)
-
24,448
(189)
204
15
(2,275)
(166)
(84)
7,457
(41,389)
$
(41,389) $
9,496
(11,720)
43,314
(7,158)
(13)
33,919
(13)
865 $
852 $
$
$
64
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 19 - Quarterly Financial Data (Unaudited)
Interest income
Interest expense
Net Interest Income
Provision for loan losses
Net Interest Income, after Provision for loan losses
Non-interest income
Non-interest expense
Income before Income Taxes
Income taxes
Net Income
Preferred stock dividends
Net income available to common stockholders:
Net income per common share:
Basic
Diluted
Dividends per common share
Interest income
Interest expense
Net Interest Income
Provision for loan losses
Net Interest Income, after Provision for loan losses
Non-interest income
Non-interest expense
Income before Income Taxes
Income taxes
Net Income
Preferred stock dividends
Net income available to common stockholders:
Net income per common share:
Basic
Diluted
Dividends per common share
$
$
$
$
$
$
$
$
$
$
$
$
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 2017
18,455
3,850
14,605
498
14,107
2,313
11,562
4,858
1,945
2,913
118
2,795
0.25
0.25
0.14
$
$
$
$
$
$
19,069
4,006
15,063
776
14,287
2,022
12,148
4,161
1,648
2,513
165
2,348
0.21
0.21
0.14
$
$
$
$
$
$
19,406
3,832
15,574
511
15,063
1,633
11,299
5,397
2,180
3,217
166
3,051
0.25
0.25
0.14
$
$
$
$
$
20,641
3,999
16,642
325
16,317
1,515
12,034
5,798
4,458
1,340
165
1,175
0.05
0.04
0.14
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Year Ended December 2016
17,831
4,133
13,698
189
13,509
1,654
11,737
3,426
1,391
2,035
234
1,801
0.16
0.16
0.14
$
$
$
$
$
$
17,681
4,318
13,363
37
13,326
1,506
12,166
2,666
1,085
1,581
234
1,347
0.12
0.12
0.14
$
$
$
$
$
$
17,731
4,134
13,597
(301)
13,898
1,530
12,343
3,085
1,171
1,914
234
1,680
0.15
0.15
0.14
$
$
$
$
$
$
18,112
3,710
14,402
102
14,300
1,433
11,649
4,084
1,611
2,473
234
2,239
0.20
0.20
0.14
Note 20 – Definitive Merger Agreement
On June 7, 2017, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with IA Bancorp, Inc. ("IAB"), providing for, among other things, the merger of
IAB with and into the Company (the "Merger"), with the Company as the surviving entity. The Agreement also provides for the merger of Indus-American Bank, a New Jersey chartered
bank and wholly owned subsidiary of IAB, with and into the Bank, with the Bank as the surviving entity. The Agreement has been unanimously approved by the boards of directors of
each of the Company and IAB.
Subject to the terms and conditions of the Agreement, at the effective time of the Merger (the "Effective Time"), IAB shareholders will have the right to receive, for each share of IAB
common stock, either (i) 0.189 of a share of the Company’s common stock, or (ii) $3.05 in cash, at the election of such holder, subject to adjustment if IAB's tangible common equity falls
below a certain level. All such elections are subject to adjustment on a pro rata basis, so that approximately 20% of the aggregate consideration paid to IAB shareholders will be cash and
approximately 80% will be the Company’s common stock. In addition, the Company is issuing two series of preferred stock in exchange for two outstanding series of IAB preferred stock.
The two series of the Company’s preferred stock will have terms substantially similar to the terms of the two series of IAB preferred stock.
At the Effective Time, each option granted by IAB to purchase shares of IAB common stock under IAB's equity plan that is unexpired, unexercised and outstanding, whether vested or
unvested, will be canceled and converted into the right to receive a cash payment equal to the difference, if positive, between $3.05 and the exercise price of the option.
65
Table of Contents
BCB Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Agreement contains certain termination rights for both the Company and IAB and further provides that a termination fee of $800,000 will be payable by IAB to the Company upon
termination of the Agreement under certain specified circumstances. Subject to regulatory and shareholder approval, the Company anticipates the Merger to close in the second quarter of
2018.
Direct costs related to the acquisition were expensed as incurred. During the twelve months ended December 31, 2017, the Company incurred $802,000 in merger related expenses for the
pending acquisition.
Note 21 – Common Stock Offering
On September 12, 2017, the Company issued and sold in a public offering an aggregate 3,265,306 shares of our common stock at a public offering price of $12.25 per share. The Shares
were registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-219617) which
became effective on August 10, 2017. On September 19, 2017 the Company’s underwriters exercised, in part, their over-allotment option and purchased an additional 449,796 shares of
common stock. The net proceeds totaled approximately $42.8 million, after deducting underwriting discounts and commissions and other offering expenses of $2.8 million payable by us.
Keefe, Bruyette & Woods, A Stifel Company, and D.A. Davidson & Co. served as joint book-running managers for the offering. Oppenheimer & Co. acted as co-manager for the offering.
None of the underwriting discounts and commissions or other offering expenses were incurred or paid to our directors or officers or their associates or to persons owning 10% or more of
our common stock or to any of our affiliates.
Note 22- Subsequent Events
As defined in FASB ASC 855, "Subsequent Events", subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or
available to be issued. Financial statements are considered issued when they are widely distributed to stockholders and other financial statement users for general use and reliance in a
form and format that complies with GAAP.
On January 17, 2018, the Company declared a cash dividend of $0.14 per share and was paid to stockholders on February 20, 2018, with a record date of February 5, 2018.
On February 20, 2018, the last party to the Progressive Insurance Company Suit relating to the Kube v. Pamrapo Bancorp, Inc., et al.,executed the Settlement Agreement and Release (see
Legal Proceedings). Pursuant to the Release, in consideration for the full settlement and release of all claims and the dismissal of the Carrier Suit with prejudice, Progressive agreed to pay
the Company $2.2 million by March 10, 2018.
66
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2017 (the “Evaluation Date”). Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in timely alerting
them to the material information relating to us (or our consolidated subsidiaries) required to be included in our periodic SEC filings.
(b) Management’s Annual Report on Internal Control over Financial Reporting.
Management of BCB Bancorp, Inc., and subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s
system of internal control is designed under the supervision of management, including our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with accounting principles
generally accepted in the United States of America (“GAAP”).
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions
and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP,
and that receipts and expenditures are made only in accordance with the authorization of management and the Board of Directors; and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our consolidated financial statements. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections on any evaluation of effectiveness to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.
As of December 31, 2017, management assessed the effectiveness of the Company’s internal control over financial reporting based upon the framework established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management believes that the
Company’s internal control over financial reporting as of December 31, 2017 is effective and meets the criteria of the Internal Control – Integrated Framework (2013).
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth
fiscal quarter of 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Baker Tilly Virchow Krause, LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an audit report on the
Company’s internal control over financial reporting as of December 31, 2017 that appears in Item 8 of this Form 10-K.
ITEM 9B. OTHER INFORMATION
None.
67
Table of Contents
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The Company has adopted a Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, or Controller or persons performing similar
functions. The Code of Ethics is available for free by writing to: President and Chief Executive Officer, BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New Jersey 07002. The Code of
Ethics was filed as an exhibit to the Form 10-K for the year ended December 31, 2004.
The “Proposal I—Election of Directors” section of the Company’s definitive Proxy Statement for the Company’s 2018 Annual Meeting of Stockholders (the “2017 Proxy
Statement”) is incorporated herein by reference.
The information concerning directors and executive officers of the Company under the caption “Proposal I-Election of Directors” and information under the captions “Section
16(a) Beneficial Ownership Compliance” and “The Audit Committee” of the 2018 Proxy Statement is incorporated herein by reference.
There have been no changes during the last year in the procedures by which security holders may recommend nominees to the Company’s board of directors.
ITEM 11. EXECUTIVE COMPENSATION
The “Executive Compensation” section of the Company’s 2018 Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The “Proposal I—Election of Directors” section of the Company’s 2018 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The “Transactions with Certain Related Persons” section and “Proposal I-Election of Directors—Board Independence” of the Company’s 2018 Proxy Statement is incorporated
herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by Item 14 is incorporated by reference to the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders, “Proposal II-Ratification of the
Appointment of Independent Auditors—Fees Paid to Baker Tilly Virchow Krause, LLP.”
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Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows:
(A) Report of Independent Registered Public Accounting Firm
(B) Consolidated Statements of Financial Condition as of December 31, 2017 and 2016
(C) Consolidated Statements of Operations for each of the Years in the Three-Year period ended December 31, 2017
(D) Consolidated Statements of Comprehensive Income for each of the Years in the Three-Year period ended December 31, 2017
(E) Consolidated Statements of Changes in Stockholders’ Equity for each of the Years in the Three-Year period ended December 31, 2017
(F) Consolidated Statements of Cash Flows for each of the Years in the Three-Year period ended December 31, 2017
(G) Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated statements or the notes thereto.
(b) Exhibits
Agreement and Plan of Reorganization by and between BCB Bancorp, Inc., and IA Bancorp, Inc., dated as of June 7, 2017 (15)
Restated Certificate of Incorporation of BCB Bancorp, Inc. (1)
Bylaws of BCB Bancorp, Inc. (2)
Certificate of Amendment to Restated Certificate of Incorporation (14)
Certificate of Amendment to Restated Certificate of Incorporation (16)
Specimen Stock Certificate (3)
BCB Community Bank 2002 Stock Option Plan (4)
BCB Community Bank 2003 Stock Option Plan (5)
Amendment to 2002 and 2003 Stock Option Plans (6)
2005 Director Deferred Compensation Plan (7)
Employment Agreement with Thomas M. Coughlin (8)
BCB Bancorp, Inc. 2011 Stock Option Plan (9)
Employment Agreement with Thomas Keating (12)
Employment Agreement with Joseph Javitz (13)
Employment Agreement with John J. Brogan (17)
Employment Agreement with Sandra Sievewright (18)
Addendum to Employment Agreement with Thomas M. Coughlin (19)
Code of Ethics (10)
Subsidiaries of the Company (11)
Consent of Independent Registered Public Accounting Firm
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
69
2.1
3.1
3.2
3.3
3.4
4
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
14
21
23
31.1
31.2
32
Table of Contents
_______
(1)
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File Number 000-50275) filed with the Securities and Exchange Commission
on July 14, 2015.
(2)
Incorporated by reference to Exhibit 3 to the Form 8-K filed with the Securities and Exchange Commission on October 12, 2007.
(3)
Incorporated by reference to Exhibit 4 to the Form 8-K-12g3 filed with the Securities and Exchange Commission on May 1, 2003.
(4)
Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 26, 2004.
(5)
Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 26, 2004.
(6)
Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2006.
(7)
Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended, (Commission File Number 333-128214) originally filed with the
Securities and Exchange Commission on September 9, 2005.
(8)
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on September 11, 2015.
(9)
Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Shareholders (File No. 000-50275), filed by the Company with the Securities
and Exchange Commission on Schedule 14A on March 28, 2011.
(10) Incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2004.
(11) Incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014.
(12) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on June 28, 2017.
(13) Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Securities and Exchange Commission on July 3, 2017.
(14) Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on November 5, 2013.
(15) Incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on June 21, 2017.
(16) Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on March 31, 2017.
(17) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on July 3, 2017.
(18) Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on July 3, 2017.
(19) Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Securities and Exchange Commission on July 3, 2017.
ITEM 16. FORM 10-K SUMMARY
None.
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Table of Contents
Signatures
Pursuant to the requirements of Section 13 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.
Date: March 6, 2018
By:
/s/ Thomas Coughlin
BCB BANCORP, INC.
Thomas Coughlin
President and Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Title
Date
Signatures
/s/ Thomas Coughlin
Thomas Coughlin
/s/ Thomas P. Keating
Thomas P. Keating
/s/ Mark D. Hogan
Mark D. Hogan
/s/ Robert Ballance
President, Chief Executive Officer and Director
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman of the Board
Robert Ballance
Director
/s/ Judith Q. Bielan
Judith Q. Bielan
Director
/s/ Joseph J. Brogan
Joseph J. Brogan
/s/ James E. Collins
James E. Collins
/s/ Joseph Lyga
Joseph Lyga
/s/ August Pellegrini, Jr.
August Pellegrini, Jr.
/s/ James Rizzo
James Rizzo
Director
Director
Director
Director
Director
71
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
March
6, 2018
Table of Contents
/s/ Spencer B. Robbins
Spencer B. Robbins
/s/ Gary S. Stetz
Gary S. Stetz
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Section 2: EX-23 (EX-23)
Director
Director
72
March
6, 2018
March
6, 2018
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-
199424, 333-197366, and 333-177502) and on Form S-8 (Nos. 333-112201, 333-165127, 333-169337, 333-174639,
and 333-175545) of BCB Bancorp, Inc. (the "Company") of our reports dated March 6, 2018, relating to the
Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial
reporting, which appear in this Form 10-K for the year ended December 31, 2017.
/s/ Baker Tilly Virchow Krause, LLP
Iselin, New Jersey
March 6, 2018
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Section 3: EX-31.1 (EX-31.1)
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
1.
2.
3.
4.
I, Thomas Coughlin, certify that:
I have reviewed this Annual Report on Form 10-K of BCB Bancorp, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
Date: March 6, 2018
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ Thomas Coughlin
Thomas Coughlin
President and Chief Executive Officer
(Principal Executive Officer)
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Section 4: EX-31.2 (EX-31.2)
I, Thomas P. Keating, certify that:
Certification of Principal Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of BCB Bancorp, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
b)
Date: March 6, 2018
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ Thomas P. Keating
Thomas P. Keating
Senior Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
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Section 5: EX-32 (EX-32)
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32
Thomas Coughlin, President and Chief Executive Officer and Thomas P. Keating, Chief Financial Officer of BCB Bancorp, Inc. (the “Company”) each certify in his
capacity as an officer of the Company that he has reviewed the annual report of the Company on Form 10-K for the fiscal year ended December 31, 2017 and that to
the best of his knowledge:
(1)
(2)
the report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-
Oxley Act of 2002.
Date: March 6, 2018
Date: March 6, 2018
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/s/ Thomas Coughlin
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas P. Keating
Senior Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)