Document Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2019

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

For the transition period from to

Commission File Number: 0-50275

BCB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New Jersey		26-0065262
(State or other jurisdiction of incorporation or organization)		(IRS Employer I.D. No.)

104-110 Avenue C Bayonne, New Jersey		07002
(Address of principal executive offices)		(Zip Code)

(201) 823-0700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year if changed since last report)

Securities registered pursuant to section 12(b) of the Securities and Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	BCBP	The Nasdaq Stock Market, LLC

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer, larger accelerated filer, non-accelerated filer, smaller reporting company, or emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐	Smaller Reporting Company	☒

		Emerging Growth Company	☐

If an 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 Exchange Act). ☐ Yes ☒ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 1, 2019, BCB Bancorp, Inc., had 16,460,891 shares of common stock, no par value, outstanding.

BCB BANCORP INC. AND SUBSIDIARIES

INDEX



	Page
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as of June 30, 2019 (unaudited) and December 31, 2018 (unaudited)		1
Consolidated Statements of Income for the three and six months ended June 30, 2019 and 2018 (unaudited)		2
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018 (unaudited)		3
Consolidated Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2019 and 2018 (unaudited)		4
Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 (unaudited)		6
Notes to Unaudited Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3. Quantitative and Qualitative Disclosures about Market Risk		43
Item 4. Controls and Procedures		44

PART II. OTHER INFORMATION		44
Item 1. Legal Proceedings		44
Item 1A. Risk Factors		45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 3. Defaults Upon Senior Securities		45
Item 4. Mine Safety Disclosures		45
Item 5. Other Information		45
Item 6. Exhibits		45

PART I. CONSOLIDATED FINANCIAL INFORMATION

ITEM I. CONSOLIDATED FINANCIAL STATEMENTS

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

(In thousands, Except Share and Per Share Data, Unaudited)



	June 30,		December 31,
	2019		2018

ASSETS
Cash and amounts due from depository institutions	$	20,660	$	18,970
Interest-earning deposits		206,982		176,294
Total cash and cash equivalents		227,642		195,264

Interest-earning time deposits		735		735
Debt securities available for sale		116,258		119,335
Equity investments		5,901		7,672
Loans held for sale		-		1,153
Loans receivable, net of allowance for loan losses
of $23,789 and $22,359 respectively		2,299,765		2,278,492
Federal Home Loan Bank of New York stock, at cost		13,821		13,405
Premises and equipment, net		19,482		20,293
Accrued interest receivable		9,315		8,378
Other real estate owned		1,235		1,333
Deferred income taxes		12,962		13,601
Goodwill and other intangibles		5,587		5,604
Capitalized leases - operating lease right-of-use asset		14,650		-
Other assets		10,777		9,466
Total Assets	$	2,738,130	$	2,674,731

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Non-interest bearing deposits	$	278,602	$	263,960
Interest bearing deposits		1,929,620		1,916,764
Total deposits		2,208,222		2,180,724
FHLB advances		245,800		245,800
Subordinated debt		36,693		36,577
Operating lease liability		14,724		-
Other liabilities and accrued interest payable		11,538		11,415
Total Liabilities		2,516,977		2,474,516

STOCKHOLDERS' EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized;
issued and outstanding 8,340 shares of series C 6%, series D 4.5%, series G 6%, (liquidation value $10,000 per share)
and series F 6% (liquidation value $1,000 per share) noncumulative perpetual preferred stock
at June 30, 2019 and 7,807 shares of series C 6%, series D 4.5%, (liquidation value $10,000 per share)
and series F 6% (liquidation value $1,000 per share) noncumulative perpetual preferred stock at December 31, 2018		-		-
Additional paid-in capital preferred stock		25,016		19,706
Common stock: no par value; 20,000,000 shares authorized; issued 18,380,491 and 18,352,748
at June 30, 2019 and December 31, 2018, respectively, outstanding 16,460,891 shares and
15,889,306 shares, at June 30, 2019 and December 31, 2018, respectively		-		-
Additional paid-in capital common stock		176,767		175,500
Retained earnings		43,347		38,405
Accumulated other comprehensive (loss)		(1,929)		(5,076)
Treasury stock, at cost, 1,967,218 and 2,463,442 shares at June 30, 2019 and December 31, 2018, respectively		(22,048)		(28,320)
Total Stockholders' Equity		221,153		200,215

Total Liabilities and Stockholders' Equity	$	2,738,130	$	2,674,731

See accompanying notes to unaudited consolidated financial statements

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, Except for Per Share Amounts, Unaudited)



	Three Months Ended June 30,				Six Months Ended June 30,
		2019		2018		2019		2018

Interest and dividend income:
Loans, including fees	$	28,634	$	24,048	$	56,867	$	43,569
Mortgage-backed securities		738		837		1,508		1,536
Other investment securities		197		196		325		300
FHLB stock and other interest earning assets		1,173		615		2,520		1,233
Total interest income		30,742		25,696		61,220		46,638

Interest expense:
Deposits:
Demand		1,750		975		3,326		1,772
Savings and club		110		105		223		202
Certificates of deposit		6,097		3,405		12,087		6,135
		7,957		4,485		15,636		8,109
Borrowings		1,920		1,221		3,817		2,099
Total interest expense		9,877		5,706		19,453		10,208

Net interest income		20,865		19,990		41,767		36,430
Provision for loan losses		755		2,060		1,644		3,402

Net interest income after provision for loan losses		20,110		17,930		40,123		33,028

Non-interest income:
Fees and service charges		802		971		1,685		1,681
Gain on sales of loans		437		576		755		1,159
Gain (loss) on bulk sale of impaired loans held in portfolio		-		-		107		(24)
Gain (loss) on sales of other real estate owned		45		(10)		53		(10)
Gain on sale of investment securities		21		-		21		-
Unrealized (loss) gain on equity investments		(26)		(33)		265		(160)
Other		49		59		102		2,303
Total non-interest income		1,328		1,563		2,988		4,949

Non-interest expense:
Salaries and employee benefits		6,918		7,125		13,833		13,392
Occupancy and equipment		2,649		2,476		5,279		4,538
Data processing and service fees		731		828		1,452		1,557
Professional fees		473		533		1,006		1,038
Director fees		316		201		634		402
Regulatory assessments		417		290		874		529
Advertising and promotional		123		100		196		185
Other real estate owned, net		124		160		108		191
Merger related costs		-		2,039		-		2,184
Other		2,143		2,228		4,289		3,975
Total non-interest expense		13,894		15,980		27,671		27,991

Income before income tax provision		7,544		3,513		15,440		9,986
Income tax provision		2,317		1,200		4,762		3,041

Net Income	$	5,227	$	2,313	$	10,678	$	6,945
Preferred stock dividends		342		262		659		428
Net Income available to common stockholders	$	4,885	$	2,051	$	10,019	$	6,517

Net Income per common share-basic and diluted
Basic	$	0.30	$	0.13	$	0.62	$	0.43
Diluted	$	0.30	$	0.13	$	0.62	$	0.42

Weighted average number of common shares outstanding
Basic		16,413		15,610		16,245		15,329
Diluted		16,471		15,748		16,290		15,465

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

(In thousands, Except Share and Per Share Data, Unaudited)


	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total

Balance at December 31, 2018	$	-	$	-	$	195,206	$	38,405	$	(28,320)	$	(5,076)	$	200,215

Issuance of common stock		-		-		6,239		-		-		-		6,239

Issuance of Series G Preferred Stock		-		-		5,310		-		-		-		5,310

Stock-based compensation expense		-		-		397		-		-		-		397

Treasury Stock allocated to Common Stock issuance		-		-		(5,707)		(565)		6,272		-		-

Dividends payable on Series C 6%, Series D 4.5%, Series F 6%, and Series G 6% noncumulative perpetual preferred stock		-		-		-		(659)		-		-		(659)

Cash dividends on common stock ($0.14 per share declared)		-		-		-		(4,326)		-		-		(4,326)

Dividend Reinvestment Plan		-		-		186		(186)		-		-		-

Stock Purchase Plan		-		-		152		-		-		-		152

Net income		-		-		-		10,678		-		-		10,678

Other comprehensive income		-		-		-		-		-		3,147		3,147

Balance at June 30, 2019	$	-	$	-	$	201,783	$	43,347	$	(22,048)	$	(1,929)	$	221,153



	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total

Balance at March 31, 2019	$	-	$	-	$	201,395	$	40,750	$	(22,048)	$	(3,379)	$	216,718

Stock-based compensation expense		-		-		207		-		-		-		207

Dividends payable on Series C 6%, Series D 4.5%, Series F 6%, and Series G 6% noncumulative perpetual preferred stock		-		-		-		(342)		-		-		(342)

Cash dividends on common stock ($0.14 per share declared)		-		-		-		(2,190)		-		-		(2,190)

Dividend Reinvestment Plan		-		-		98		(98)		-		-		-

Stock Purchase Plan		-		-		83		-		-				83

Net income		-		-		-		5,227		-		-		5,227

Other comprehensive income		-		-		-		-		-		1,450		1,450

Balance at June 30, 2019	$	-	$	-	$	201,783	$	43,347	$	(22,048)	$	(1,929)	$	221,153

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity (Continued)

(In thousands, Except Share and Per Share Data, Unaudited)


	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total

Balance at December 31, 2017	$	-	$	-	$	177,471	$	31,241	$	(29,116)	$	(3,142)	$	176,454

Acquisition of IA Bancorp		-		-		17,405		-		-		-		17,405

Exercise of Stock Options		-		-		2		-		-		-		2

Stock-based Compensation Expense		-		-		164		-		-		-		164

Dividends payable on Series C 6%, Series D 4.5%, Series E 6%, and Series F 6% noncumulative perpetual preferred stock		-		-		-		(428)		-		-		(428)

Cash dividends on common stock ($0.14 per share declared)		-		-		-		(4,151)		-		-		(4,151)

Dividend Reinvestment Plan		-		-		163		(163)		-		-		-

Stock Purchase Plan		-		-		217		-		-		-		217

Net income		-		-		-		6,945		-		-		6,945

Reclassification of unrealized gains on AFS equity securities		-		-		-		126		-		(126)		-

Other comprehensive income		-		-		-		-


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018


Net Income	$	5,227	$	2,313	$	10,678	$	6,945
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on available-for-sale debt securities:
Unrealized holding gains (losses) arising during the period		1,935		(964)		4,201		(3,344)
Tax Effect		(485)		143		(1,054)		812
Net of Tax Effect		1,450		(821)		3,147		(2,532)
Other comprehensive income (loss)		1,450		(821)		3,147		(2,532)
Comprehensive income	$	6,677	$	1,492	$	13,825	$	4,413

Section 1: 10-Q (10-Q)