BCB BANCORP INC - Annual Report: 2007 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
T
Annual
Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act
of 1934
For the
fiscal ended December 31, 2007.
or
*
Transition Report Pursuant To
Section 13 Or 15(D) Of The Securities Exchange Act
of 1934
For the
transition period from ______________ to ______________.
Commission
file number: 000-50275
BCB
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
New Jersey
|
26-0065262
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
104-110 Avenue C, Bayonne, New
Jersey
|
07002
|
(Address
of principal executive offices)
|
(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
|
Name of each exchange on which
registered
|
Common
Stock, $0.01 par value
|
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.
YES * NO
T
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 T
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 T 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. T
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
*
|
Accelerated
filer *
|
Non-accelerated
filer *
|
Smaller
reporting company T
|
(Do
not check if a smaller reporting company)
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES * NO
T
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, 2007, as reported by the Nasdaq Capital Market, was approximately
$60.4 million.
As of
March 10, 2008, there were issued 5,078,858 shares of the Registrant’s Common
Stock.
DOCUMENTS
INCORPORATED BY REFERENCE:
(1) Proxy Statement for the 2008 Annual
Meeting of Stockholders of the Registrant (Part III).
(2) Annual Report to Stockholder (Part
II and IV).
TABLE
OF CONTENTS
Item
|
Page Number | |
ITEM 1.
|
BUSINESS
|
1
|
ITEM 1A.
|
RISK
FACTORS
|
26
|
ITEM 1B.
|
UNRESOLVED STAFF
COMMENTS
|
29
|
ITEM 2.
|
PROPERTIES
|
29
|
ITEM 3.
|
LEGAL
PROCEEDINGS
|
30
|
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
|
30
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
30
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL
DATA
|
33
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
34
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
|
47
|
ITEM 8.
|
FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
|
49
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
49
|
ITEM 9A.(T)
|
CONTROLS AND
PROCEDURES
|
49
|
ITEM 9B.
|
OTHER
INFORMATION
|
50
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
|
50
|
ITEM 11.
|
EXECUTIVE
COMPENSATION
|
51
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
51
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
51
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
|
51
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
|
51
|
i
PART I
ITEM
1. BUSINESS
BCB Bancorp,
Inc.
BCB
Bancorp, Inc. (the “Company”) is a New Jersey corporation, which on May 1, 2003
became 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 (201) 823-0700. At December 31, 2007 we had $563.5 million in
consolidated assets, $398.8 million in deposits and $48.5 million in
consolidated stockholders’ equity. The Company is subject to extensive
regulation by the Board of Governors of the Federal Reserve System.
BCB Community
Bank
BCB
Community Bank, formerly known as Bayonne Community Bank, was chartered as a New
Jersey bank on October 27, 2000, and we opened for business on November 1,
2000. We changed our name from Bayonne Community Bank to BCB
Community Bank in April of 2007. We operate through three branches in Bayonne
and Hoboken, New Jersey and through our executive office located at 104-110
Avenue C, Bayonne, New Jersey 07002. Our deposit accounts are insured by the
Federal Deposit Insurance Corporation and we are 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 invest funds held in deposit accounts at the Bank, together
with funds generated from operations, in investment securities and loans. We
offer our customers:
|
·
|
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, non-interest
bearing accounts, money market accounts, certificates of deposit and
individual retirement accounts; and
|
|
·
|
retail
and commercial banking services including wire transfers, money orders,
traveler’s checks, safe deposit boxes, a night depository, federal payroll
tax deposits, bond coupon redemption and automated teller services.
|
Business
Strategy
Our
business strategy is to operate as a well-capitalized, profitable and
independent community-oriented financial institution dedicated to providing
quality customer service. Managements’ and the Board of Directors’
extensive knowledge of the Hudson County market differentiates us from our
competitors. Our business strategy incorporates the following elements:
maintaining a community focus, focusing on profitability, continuing our
growth,
concentrating
on real estate based lending, capitalizing on market dynamics, providing
attentive and personalized service and attracting highly qualified and
experienced personnel.
Maintaining a community
focus. Our management and Board of Directors have strong ties
to the Bayonne community. Many members of the management team are
Bayonne natives and are active in the community through non-profit board
membership, local business development organizations, and industry
associations. In addition, our board members are well established
professionals and business people in the Bayonne area. Management and
the Board are interested in making a lasting contribution to the Bayonne
community and have succeeded in attracting deposits and loans through attentive
and personalized service.
Focusing on
profitability. On an operational basis, we achieved
profitability in our tenth month of operation. For the year ended
December 31, 2007, our return on average equity was 8.86% and our return on
average assets was 0.83%. Our earnings per diluted share increased
from $0.64 for the year ended December 31, 2003 to $0.90 for the year ended
December 31, 2007. We achieved this earnings growth by focusing on
low-cost deposits and by tightly controlling our non-interest
expenses. Management is committed to maintaining profitability by
diversifying the services we offer.
Continuing our
growth. We have consistently increased our
assets. From December 31, 2003 to December 31, 2007, our assets have
increased from $300.7 million to $563.5 million. Over the same time
period, our loan balances have increased from $188.8 million to $364.7 million,
while deposits have increased from $253.7 million to $398.8
million. In addition, we have maintained our asset quality ratios
while growing the loan portfolio. At December 31, 2007, our
non-performing assets to total assets ratio was 0.81%.
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 provide higher returns than loans secured by
one- to four-family real estate. 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.
Capitalizing on market
dynamics. The consolidation of the banking industry in Hudson County has
created the need for a customer focused banking institution. This
consolidation has moved decision making away from local, community-based banks
to much larger banks headquartered outside of New Jersey.
Providing attentive and personalized
service. Management believes that providing attentive and
personalized service is the key to gaining deposit and loan relationships in
Bayonne and its surrounding communities. Since we began operations,
our branches have been open 7 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 Hudson County market as well
as pre-existing business relationships. Our management team has an
average of 29 years of banking experience, while our lenders and branch
personnel have significant prior experience at community banks and regional
banks in Hudson County. Management believes that its knowledge of the
Hudson County market has been a critical element in the success of BCB Community
Bank. Management’s extensive knowledge of the local communities has
allowed us to develop and
2
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 the City of Bayonne and Hoboken, Hudson County, New
Jersey. The Bank’s locations are easily accessible to provide
convenient services to businesses and individuals throughout our market
area.
Our
market area includes the City of Bayonne, Jersey City and portions of Hoboken,
New Jersey. 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 Bayonne Medical Center and the Bayonne Board of
Education.
Competition
The
banking business in New Jersey 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 service 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 their greater capital resources. Our marketing efforts depend
heavily upon referrals from officers, directors, stockholders, selective
advertising in local media and direct mail solicitations. We compete for
business principally on the basis of personal service to customers, customer
access to our 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, increased rates paid on deposits and become more cost effective as a
result of competition with one another and with new types of financial service
companies, including non-banking competitors. Some of the results of these
market dynamics in the financial services industry have been a number of new
bank and non-bank competitors, increased merger activity, and increased customer
awareness of product and service differences among competitors.
3
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.
At
December 31,
|
||||||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||||||||||||||
Type
of loans:
|
(Dollars
in Thousands)
|
|||||||||||||||||||||||||||||||||||||||
Real
estate loans:
|
||||||||||||||||||||||||||||||||||||||||
One-
to four-family
|
$ | 55,248 | 14.96 | % | $ | 43,993 | 13.64 | % | $ | 34,901 | 12.11 | % | $ | 34,855 | 13.98 | % | $ | 33,913 | 17.74 | % | ||||||||||||||||||||
Construction
|
49,984 | 13.53 | 38,882 | 12.06 | 28,743 | 9.98 | 19,209 | 7.70 | 10,009 | 5.24 | ||||||||||||||||||||||||||||||
Home
equity
|
35,397 | 9.58 | 32,321 | 10.02 | 24,297 | 8.43 | 20,629 | 8.27 | 16,825 | 8.80 | ||||||||||||||||||||||||||||||
Commercial
and multi-family
|
208,108 | 56.35 | 192,141 | 59.60 | 185,170 | 64.26 | 158,755 | 63.68 | 115,160 | 60.25 | ||||||||||||||||||||||||||||||
Commercial
business
|
19,873 | 5.38 | 14,705 | 4.56 | 14,578 | 5.06 | 15,123 | 6.07 | 14,048 | 7.35 | ||||||||||||||||||||||||||||||
Consumer
|
739 | 0.20 | 396 | 0.12 | 456 | 0.16 | 744 | 0.30 | 1,183 | 0.62 | ||||||||||||||||||||||||||||||
Total
|
369,349 | 100.00 | % | 322,438 | 100.00 | % | 288,145 | 100.00 | % | 249,315 | 100.00 | % | 191,138 | 100.00 | % | |||||||||||||||||||||||||
Less:
|
||||||||||||||||||||||||||||||||||||||||
Deferred
loan fees, net
|
630 | 575 | 604 | 429 | 239 | |||||||||||||||||||||||||||||||||||
Allowance
for loan losses
|
4,065 | 3,733 | 3,090 | 2,506 | 2,113 | |||||||||||||||||||||||||||||||||||
Total
loans, net
|
$ | 364,654 | $ | 318,130 | $ | 284,451 | $ | 246,380 | $ | 188,786 |
4
Loan
Maturities. The following table sets forth the contractual
maturity of our loan portfolio at December 31, 2007. 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. Variable-rate loans
are shown as due at the time of repricing. The table does not include
prepayments or scheduled principal repayments.
Due
within
1 Year
|
Due
after 1
through
5 Years
|
Due
after
5 Years
|
Total
|
|||||||||||||
(In
Thousands)
|
||||||||||||||||
One-
to four-family
|
$ | 4,959 | $ | 3,995 | $ | 46,294 | $ | 55,248 | ||||||||
Construction
|
37,312 | 10,714 | 1,958 | 49,984 | ||||||||||||
Home
equity
|
1,864 | 4,784 | 28,749 | 35,397 | ||||||||||||
Commercial
and multi-family
|
16,726 | 53,030 | 138,352 | 208,108 | ||||||||||||
Commercial
business
|
10,911 | 2,631 | 6,331 | 19,873 | ||||||||||||
Consumer
|
533 | 206 | — | 739 | ||||||||||||
Total
amount due
|
$ | 72,305 | $ | 75,360 | $ | 221,684 | $ | 369,349 |
Loans with Predetermined or Floating
or Adjustable Rates of Interest. The following table sets
forth the dollar amount of all loans at December 31, 2007 that are due
after December 31, 2008, and have predetermined interest rates and that
have floating or adjustable interest rates.
Fixed Rates
|
Floating
or
Adjustable Rates
|
Total
|
||||||||||
(In
Thousands)
|
||||||||||||
One-
to four-family
|
$ | 28,797 | $ | 21,492 | $ | 50,289 | ||||||
Construction
|
3,123 | 9,549 | 12,672 | |||||||||
Home
equity
|
31,032 | 2,501 | 33,533 | |||||||||
Commercial
and multi-family
|
39,522 | 151,860 | 191,382 | |||||||||
Commercial
business
|
2,722 | 6,240 | 8,962 | |||||||||
Consumer
|
206 | — | 206 | |||||||||
Total
amount due
|
$ | 105,402 | $ | 191,642 | $ | 297,044 |
Commercial and Multi-family Real
Estate Loans. Our commercial and multi-family real estate loans are
secured by commercial real estate (for example, shopping centers, medical
buildings, retail offices) and multi-family residential units, consisting of
five or more units. Permanent loans on commercial and multi-family properties
are generally originated in amounts up to 75% of the appraised value of the
property. Our commercial real estate loans are secured by improved property such
as office buildings, retail stores, warehouses, church buildings and other
non-residential buildings. Commercial and multi-family real estate loans are
generally made at rates that adjust above the five year U.S. Treasury interest
rate, with terms of up to 25 years, or are balloon loans with fixed interest
rates which generally mature in three to five years with principal amortization
for a period of up to 30 years. Our largest commercial loan had a
principal balance of $2.5 million at December 31, 2007, and was
secured by a mixed use property comprised of retail and office
facilities. Our largest multi-family loan had a principal balance of
$4.4 million at December 31, 2007. Both loans were
performing in accordance with their terms on that date.
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
5
primary
concern in commercial and multi-family real estate lending. Loans secured by
income properties are generally larger and involve greater risks than
residential mortgage loans because payments on loans secured by income
properties are often dependent on the successful operation or management of the
properties. As a result, repayment of such loans may be subject to a
greater extent than residential real estate loans to adverse conditions in the
real estate market or the economy. We intend to continue emphasizing
the origination of loans secured by commercial real estate and multi-family
properties.
One- to Four-Family Lending.
Our one- to four-family residential mortgage loans are secured by property
located in the State of New Jersey. We generally originate one- to four-family
residential mortgage loans in amounts up to 80% of the lesser of the appraised
value or selling price of the mortgaged property without requiring mortgage
insurance. We will originate loans with loan to value ratios up to
90% provided the borrowers obtain private mortgage insurance. We
originate both fixed rate and adjustable rate loans. One- to
four-family loans may have terms of up to 30 years. The majority of
one- to four-family loans we originate for retention in our portfolio have terms
no greater than 15 years. We offer adjustable rate loans with fixed
rate periods of up to five years, with principal and interest calculated using a
maximum 30-year amortization period. We offer these loans with a fixed rate for
the first five years with repricing following every year after the initial
period. Adjustable rate loans may adjust up to 200 basis points annually and 600
basis points over the term of the loan. We also broker for a third
party lender one- to four-family residential loans, which are primarily fixed
rate loans with terms of 30 years. Our loan brokerage activities
permit us to offer customers longer-term fixed rate loans we would not otherwise
originate while providing a source of fee income. During 2007, we
brokered $23.0 million in one- to four-family loans and recognized gains of
$420,000 from the sale of such loans.
All of
our one- to four-family mortgages include “due on sale” clauses, which are
provisions giving us the right to declare a loan immediately payable if the
borrower sells or otherwise transfers an interest in the property to a third
party.
Property
appraisals on real estate securing our single-family residential loans are made
by state certified and licensed independent appraisers approved by our Board of
Directors. Appraisals are performed in accordance with applicable regulations
and policies. At our discretion, we obtain either title insurance
policies or attorneys’ certificates of title on all first mortgage real estate
loans originated. We also require fire and casualty insurance on all
properties securing our one- to four-family loans. We also require
the borrower to obtain flood insurance where appropriate. In some
instances, we charge a fee equal to a percentage of the loan amount commonly
referred to as points.
Construction Loans. We offer
loans to finance the construction of various types of commercial and residential
property. We originated $48.4 million of such loans during the year
ended December 31, 2007. Construction loans to builders
generally are offered with terms of up to eighteen months and interest rates are
tied to the prime rate plus a margin. These loans generally are
offered as adjustable rate loans. We will originate residential
construction loans for individual borrowers and builders, provided all necessary
plans and permits are in order. Construction loan funds are disbursed
as the project progresses. At December 31, 2007, our largest
construction loan was $3.3 million, of which $2.0 million was disbursed.
This
6
construction
loan has been made for the construction of residential properties. At
December 31, 2007, this loan was performing in accordance with its
terms.
Construction
financing is generally considered to involve a higher degree of risk of loss
than long-term financing on improved, occupied real estate. Risk of
loss on a construction loan is dependent largely upon the accuracy of the
initial estimate of the property’s value at completion of construction and
development and the estimated cost (including interest) of
construction. During the construction phase, a number of factors
could result in delays and cost overruns. If the estimate of
construction costs proves to be inaccurate, we may be required to advance funds
beyond the amount originally committed to permit completion of the
project. Additionally, if the estimate of value proves to be
inaccurate, we may be confronted, at or prior to the maturity of the loan, with
a project having a value which is insufficient to assure full
repayment.
Home Equity Loansand Home Equity Lines of
Credit. We offer home equity loans and lines of credit that
are secured by the borrower’s primary residence. Our home equity
loans can be structured as loans that are disbursed in full at closing or as
lines of credit. Home equity loans and lines of credit are offered
with terms up to 15 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
loans. Home equity loans and lines of credit may be underwritten with
a loan-to-value ratio of 80% when combined with the principal balance of the
existing mortgage loan. At the time we close a home equity loan or
line of credit, we file a mortgage to perfect our security interest in the
underlying collateral. At December 31, 2007, the outstanding balances
of home equity loans and lines of credit totaled $35.4 million, or 9.58% of our
loan portfolio.
Commercial Business
Loans. Our commercial business loans are underwritten on the
basis of the borrower’s ability to service such debt from income. Our
underwriting standards for commercial business loans include a review of the
applicant’s tax returns, financial statements, credit history and an assessment
of the applicant’s ability to meet existing obligations and payments on the
proposed loan based on cash flow generated by the applicant’s
business. Commercial business loans are generally made to small and
mid-sized companies located within the State of New Jersey. In most cases, we
require collateral of equipment, accounts receivable, inventory, chattel or
other assets before making a commercial business loan. Our largest
commercial business loan at December 31, 2007 had a principal balance of
$3.9 million and was secured by a combination of commercial and residential real
estate.
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.
Consumer Loans. We
make various types of secured and unsecured consumer loans and loans that are
collateralized by new and used automobiles. Consumer loans generally have terms
of three years to ten years.
7
Consumer
loans are advantageous to us because of their interest rate sensitivity, but
they also involve more credit risk than residential mortgage loans because of
the higher potential for default, the nature of the collateral and the
difficulty in disposing of the collateral.
The
following table shows our loan origination, purchase, sale and repayment
activities for the periods indicated.
Years
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||
Beginning
of period
|
$ | 322,438 | $ | 288,145 | $ | 249,315 | $ | 191,138 | $ | 123,435 | ||||||||||
Originations by
Type:
|
||||||||||||||||||||
Real
estate mortgage:
|
||||||||||||||||||||
One-
to four-family residential
|
6,454 | 9,203 | 4,299 | 4,103 | 22,768 | |||||||||||||||
Construction
|
48,415 | 34,889 | 35,765 | 19,326 | 6,392 | |||||||||||||||
Home
equity
|
14,512 | 15,821 | 13,998 | 14,212 | 9,393 | |||||||||||||||
Commercial
and multi-family
|
55,892 | 51,542 | 70,471 | 64,219 | 62,966 | |||||||||||||||
Commercial
business
|
16,987 | 7,946 | 8,968 | 8,628 | 2,544 | |||||||||||||||
Consumer
|
215 | 222 | 203 | 284 | 924 | |||||||||||||||
Total
loans originated
|
142,475 | 119,623 | 133,704 | 110,772 | 104,987 | |||||||||||||||
Purchases:
|
||||||||||||||||||||
Real
estate mortgage:
|
||||||||||||||||||||
One-
to four-family residential
|
— | — | — | — | — | |||||||||||||||
Construction
|
3,726 | 4,870 | 3,645 | 4,289 | 2,223 | |||||||||||||||
Home
equity
|
— | — | — | — | — | |||||||||||||||
Commercial
and multi-family
|
5,267 | 1,737 | — | 8,450 | 3,207 | |||||||||||||||
Commercial
business
|
600 | 400 | 1,000 | — | — | |||||||||||||||
Consumer
|
— | — | — | — | — | |||||||||||||||
Total
loans purchased
|
9,593 | 7,007 | 4,645 | 12,739 | 5,430 | |||||||||||||||
Sales:
|
||||||||||||||||||||
Real
estate mortgage:
|
||||||||||||||||||||
One-
to four-family residential
|
— | — | — | — | — | |||||||||||||||
Construction
|
5,040 | 2,044 | 1,273 | 959 | — | |||||||||||||||
Home
equity
|
— | — | — | — | — | |||||||||||||||
Commercial
and multi-family
|
1,275 | 3,388 | — | 788 | 3,480 | |||||||||||||||
Commercial
business
|
— | — | — | 1,128 | — | |||||||||||||||
Consumer
|
— | — | — | — | — | |||||||||||||||
Total
loans sold
|
6,315 | 5,432 | 1,273 | 2,875 | 3,480 | |||||||||||||||
Principal
repayments
|
97,396 | 86,905 | 98,246 | 62,459 | 39,234 | |||||||||||||||
Transfer
of loans to real estate owned
|
1,446 | — | — | — | — | |||||||||||||||
Total
reductions
|
98,842 | 92,337 | 99,519 | 65,334 | 42,714 | |||||||||||||||
Increase
(decrease) in other items, net
|
— | — | — | — | — | |||||||||||||||
Net
increase
|
46,911 | 34,293 | 38,830 | 58,177 | 67,703 | |||||||||||||||
Ending
balance
|
$ | 369,349 | $ | 322,438 | $ | 288,145 | $ | 249,315 | $ | 191,138 |
Loan Approval Authority and
Underwriting. We establish various lending limits for executive
management and also maintain a loan committee. The loan committee is comprised
of the Chairman of the Board, the President, the Senior Lending Officer and five
non-employee members of the Board of Directors. The President or the
Senior Lending Officer, together with one other loan officer, have authority to
approve applications for real estate loans up to $500,000, other secured loans
up to $500,000 and unsecured loans up to $25,000. The loan committee considers
all applications in excess of the above lending limits and the entire board of
directors ratifies all such loans.
8
Upon
receipt of a completed loan application from a prospective borrower, a credit
report is ordered. Income and certain other information is verified. If
necessary, additional financial information may be requested. An appraisal is
required for the underwriting of all one- to four-family loans. We
may rely on an estimate of value of real estate performed by our Senior Lending
Officer for home equity loans or lines of credit of up to
$250,000. Appraisals are processed by state certified independent
appraisers approved by the Board of Directors.
An
attorney’s certificate of title is required on all newly originated real estate
mortgage loans. In connection with refinancing and home equity loans
or lines of credit in amounts up to $250,000, we will obtain a record owner’s
search in lieu of an attorney’s certificate of title. Borrowers also
must obtain fire and casualty insurance. Flood insurance is also required on
loans secured by property that is located in a flood zone.
Loan Commitments. Written
commitments are given to prospective borrowers on all approved real estate
loans. Generally, we honor commitments for up to 60 days from the date of
issuance. At December 31, 2007, our outstanding loan origination
commitments totaled $2.9 million, outstanding construction loans in
progress totaled $40.0 million and undisbursed lines of credit totaled $14.5
million.
Non-performing and Problem
Assets
Loan
Delinquencies. We send a notice of nonpayment to borrowers
when their loan becomes 15 days past due. If such payment is not
received by month end, an additional notice of nonpayment is sent to the
borrower. After 60 days, if payment is still delinquent, a notice of
right to cure default is sent to the borrower giving 30 additional days to bring
the loan current before foreclosure is commenced. If the loan continues in a
delinquent status for 90 days past due and no repayment plan is in effect,
foreclosure proceedings will be initiated.
Loans are
reviewed and are placed on a non-accrual status when the loan becomes more than
90 days delinquent or when, in our opinion, the collection of additional
interest is doubtful. Interest accrued and unpaid at the time a loan is placed
on nonaccrual status is charged against interest income. Subsequent
interest payments, if any, are either applied to the outstanding principal
balance or recorded as interest income, depending on the assessment of the
ultimate collectability of the loan. At December 31, 2007, we
had $3.8 million in non-accruing loans. Our largest exposure of
non-performing loans at that date consisted of one loan, with a principal
balance of $1.4 million, to a civic organization in central New Jersey that has
experienced a reduction in its revenue and as such has encountered difficulties
in meeting its financial obligations. A consistent, substantive and
on-going dialogue has been established with the principals of this facility to
ascertain, develop and implement a plan to address this
situation. Another loan relationship with an exposure of $1.2 million
is also in non-accrual status. This loan was originated in concert
with another financial institution by means of a participation agreement on a
parcel of real estate in Rumson, New Jersey. The principal in this
facility has filed for protection under the bankruptcy laws of the United States
and this situation is presently being adjudicated under those applicable
laws.
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. We have
determined that first
9
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 and a loan is not impaired
during a period of delay in payment, 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
is derived from the sale or operation of such collateral. Impaired loans, or
portions of such loans, are charged off when we determine that 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 recognized as income. At December 31, 2007,
we had six loans totaling $3.8 million which are classified as impaired and on
which loan loss allowances totaling $728,000 have been
established. During 2007, interest income of $64,000 was recognized
on impaired loans.
The
following table sets forth delinquencies in our loan portfolio as of the dates
indicated:
At
December 31, 2007
|
At
December 31, 2006
|
|||||||||||||||||||||||||||||||
60-89
Days
|
90
Days or More
|
60-89
Days
|
90
Days or More
|
|||||||||||||||||||||||||||||
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
|||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||
Real estate
mortgage:
|
||||||||||||||||||||||||||||||||
One-
to four-
family
residential
|
— | $ | — | 1 | $ | 319 | — | $ | — | — | $ | — | ||||||||||||||||||||
Construction
|
— | — | 1 | 1,247 | 1 | 1,356 | — | — | ||||||||||||||||||||||||
Home
equity
|
— | — | 1 | 149 | — | — | — | — | ||||||||||||||||||||||||
Commercial
and multi-family
|
2 | 1,770 | 5 | 2,558 | — | — | 1 | 307 | ||||||||||||||||||||||||
Total
|
2 | 1,770 | 8 | 4,273 | 1 | 1,356 | 1 | 307 | ||||||||||||||||||||||||
Commercial
business
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Consumer
|
— | — | — | — | 1 | 2 | 1 | 16 | ||||||||||||||||||||||||
Total
delinquent loans
|
2 | $ | 1,770 | 8 | $ | 4,273 | 2 | $ | 1,358 | 2 | $ | 323 | ||||||||||||||||||||
Delinquent
loans to total loans
|
0.48 | % | 1.16 | % | 0.42 | % | 0.10 | % |
10
At
December 31, 2005
|
At
December 31, 2004
|
|||||||||||||||||||||||||||||||
60-89
Days
|
90
Days or More
|
60-89
Days
|
90
Days or More
|
|||||||||||||||||||||||||||||
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
|||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||
Real estate
mortgage:
|
||||||||||||||||||||||||||||||||
One-
to four-
family
residential
|
— | $ | — | 1 | $ | 79 | — | $ | — | 1 | $ | 173 | ||||||||||||||||||||
Construction
|
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
Home
equity
|
— | — | — | — | 1 | 29 | — | — | ||||||||||||||||||||||||
Commercial
and multi-family
|
— | — | 4 | 803 | — | — | 1 | 313 | ||||||||||||||||||||||||
Total
|
— | — | 5 | 882 | 1 | 29 | 2 | 486 | ||||||||||||||||||||||||
Commercial
business
|
— | — | 1 | 150 | 1 | 123 | 3 | 515 | ||||||||||||||||||||||||
Consumer
|
— | — | — | — | — | — | 1 | 3 | ||||||||||||||||||||||||
Total
delinquent loans
|
— | $ | — | 6 | $ | 1,032 | 2 | $ | 152 | 6 | $ | 1,004 | ||||||||||||||||||||
Delinquent
loans to total loans
|
— | % | 0.36 | % | 0.06 | % | 0.40 | % |
At
December 31, 2003
|
||||||||||||||||
60-89
Days
|
90
Days or More
|
|||||||||||||||
Number
of
Loans
|
Principal
Balance
of
Loans
|
Number
of
Loans
|
Principal
Balance
of
Loans
|
|||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||
Real estate
mortgage:
|
||||||||||||||||
One-
to four-
family
residential
|
1 | $ | 103 | — | $ | — | ||||||||||
Construction
|
— | — | — | — | ||||||||||||
Home
equity
|
— | — | — | — | ||||||||||||
Commercial
and multi-family
|
— | — | — | — | ||||||||||||
Total
|
1 | 103 | — | — | ||||||||||||
Commercial
business
|
3 | 355 | 3 | 386 | ||||||||||||
Consumer
|
— | — | — | — | ||||||||||||
Total
delinquent loans
|
4 | $ | 458 | 3 | $ | 386 | ||||||||||
Delinquent
loans to total loans
|
0.24 | % | 0.20 | % |
11
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
the collection of principal and/or interest become doubtful. For all
years presented, BCB Community Bank has had no troubled debt restructurings
(which involve forgiving a portion of interest or principal on any loans or
making loans at a rate materially less than that of market
rates). Foreclosed assets include assets acquired in settlement of
loans.
At
December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
Non-accruing
loans:
|
||||||||||||||||||||
One-
to four-family residential
|
$ | 319 | $ | — | $ | — | $ | 173 | $ | — | ||||||||||
Construction
|
1,247 | — | — | — | — | |||||||||||||||
Home
equity
|
149 | — | — | — | — | |||||||||||||||
Commercial
and multi-family
|
2,039 | 307 | 637 | 313 | 67 | |||||||||||||||
Commercial
business
|
— | — | 150 | 67 | — | |||||||||||||||
Consumer
|
— | 16 | — | — | — | |||||||||||||||
Total
|
3,754 | 323 | 787 | 553 | 67 | |||||||||||||||
Accruing loans
delinquent more than 90 days:
|
||||||||||||||||||||
One-
to four-family residential
|
— | — | — | — | — | |||||||||||||||
Construction
|
— | — | — | — | — | |||||||||||||||
Home
equity
|
— | — | — | — | — | |||||||||||||||
Commercial
and multi-family
|
519 | — | 166 | — | 319 | |||||||||||||||
Commercial
business
|
— | — | — | 448 | — | |||||||||||||||
Consumer
|
— | — | 79 | 3 | — | |||||||||||||||
Total
|
519 | — | 245 | 451 | 319 | |||||||||||||||
Total
non-performing loans
|
4,273 | 323 | 1,032 | 1,004 | 386 | |||||||||||||||
Foreclosed
assets
|
287 | — | — | 6 | — | |||||||||||||||
Total
non-performing assets
|
$ | 4,560 | $ | 323 | $ | 1,032 | $ | 1,010 | $ | 386 | ||||||||||
Total
non-performing assets as a percentage
of
total assets
|
0.81 | % | 0.06 | % | 0.22 | % | 0.27 | % | 0.13 | % | ||||||||||
Total
non-performing loans as a percentage
of
total loans
|
1.16 | % | 0.10 | % | 0.36 | % | 0.40 | % | 0.20 | % |
For the
year ended December 31, 2007, gross interest income which would have been
recorded had our non-accruing loans been current in accordance with their
original terms amounted to $287,000. We received and recorded $64,000
in interest income for such loans for the year ended December 31,
2007.
Classified
Assets. Our policies provide for a classification system for
problem assets. Under this classification system, problem assets are
classified as “substandard,” “doubtful,” “loss” or “special
mention.” An asset is considered substandard if it is inadequately
protected by its current net worth and paying capacity of the borrower or of the
collateral pledged, if any. Substandard assets include those characterized by
the “distinct possibility” that “some loss” will be sustained if the
deficiencies are not corrected. Assets classified as doubtful have
all the weaknesses inherent in those classified substandard with the added
characteristic that the weakness present makes “collection or liquidation in
full” on the basis of currently existing facts, conditions, and values, “highly
questionable and improbable.” Assets classified as loss are those
considered “uncollectible” and of such little value that their continuance as
assets without the establishment of a specific loss reserve is not warranted,
and the loan is charged-off. Assets may be designated special mention
because of potential weaknesses that do not currently warrant classification in
one of the aforementioned categories.
12
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. At December 31, 2007, we had no assets classified as
doubtful, $2.4 million in assets classified as substandard, all of which
were also classified as impaired and $3.8 million in assets classified as
special mention, of which $1.4 million was 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 because either updated financial information has
not been timely provided, or the collateral underlying the loan is in the
process of being revalued.
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. The evaluation, including a review of all loans on which
full collectability of interest and principal may not be reasonably assured,
considers: (1) the risk characteristics of the loan portfolio; (2) current
economic conditions; (3) actual losses previously experienced; (4) the level of
loan growth; and (5) the existing level of reserves for loan losses that are
possible and estimable.
We
monitor our allowance for loan losses and make additions to the allowance as
economic conditions dictate. Although we maintain our allowance for loan losses
at a level that we consider adequate for the inherent risk of loss in our loan
portfolio, future losses could exceed estimated amounts and additional
provisions for loan losses could be required. 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.
13
The
following table sets forth an analysis of the Bank’s allowance for loan
losses.
Years
Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||
Balance
at beginning of period
|
$ | 3,733 | $ | 3,090 | $ | 2,506 | $ | 2,113 | $ | 1,233 | ||||||||||
Charge-offs:
|
||||||||||||||||||||
One-
to four-family residential
|
— | — | — | — | — | |||||||||||||||
Construction
|
270 | — | — | — | — | |||||||||||||||
Home
equity
|
— | — | — | — | — | |||||||||||||||
Commercial
and multi-family
|
— | — | — | — | — | |||||||||||||||
Commercial
business
|
— | 66 | 522 | 332 | — | |||||||||||||||
Consumer
|
15 | 1 | 24 | — | — | |||||||||||||||
Total
charge-offs
|
285 | 67 | 546 | 332 | — | |||||||||||||||
Recoveries
|
17 | 85 | 12 | 35 | — | |||||||||||||||
Net
charge-offs (recoveries)
|
268 | (18 | ) | 534 | 297 | — | ||||||||||||||
Provisions
charged to operations
|
600 | 625 | 1,118 | 690 | 880 | |||||||||||||||
Ending
balance
|
$ | 4,065 | $ | 3,733 | $ | 3,090 | $ | 2,506 | $ | 2,113 | ||||||||||
Ratio
of non-performing assets to total assets at the end of
period
|
0.81 | % | 0.06 | % | 0.22 | % | 0.27 | % | 0.13 | % | ||||||||||
Allowance
for loan losses as a percent of total loans outstanding
|
1.10 | % | 1.16 | % | 1.07 | % | 1.01 | % | 1.11 | % | ||||||||||
Ratio
of net charge-offs (recoveries) during the period to loans outstanding at
end of the period
|
0.07 | % | (0.01 | )% | 0.19 | % | 0.13 | % | — | % | ||||||||||
Ratio
of net charge-offs (recoveries) during the period to non-performing loans
at the end of the period
|
6.27 | % | (5.57 | )% | 51.74 | % | 29.58 | % | — | % |
14
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.
At
December 31,
|
||||||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||||||||||||||||||||||
Amount
|
Percent
of
Loans
in
each
Category
in
Total Loans
|
Amount
|
Percent
of
Loans
in
each
Category
in
Total Loans
|
Amount
|
Percent
of
Loans
in
each
Category
in
Total Loans
|
Amount
|
Percent
of
Loans
in
each
Category
in
Total Loans
|
Amount
|
Percent
of
Loans
in
each
Category
in
Total Loans
|
|||||||||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||||||||||
Type
of loan:
|
||||||||||||||||||||||||||||||||||||||||
One- to
four-family
|
$ | 221 | 14.96 | % | $ | 69 | 13.64 | % | $ | 76 | 12.11 | % | $ | 78 | 13.98 | % | $ | 105 | 17.74 | % | ||||||||||||||||||||
Construction
|
885 | 13.53 | 1,068 | 12.06 | 329 | 9.98 | 217 | 7.70 | 125 | 5.24 | ||||||||||||||||||||||||||||||
Home equity
|
172 | 9.58 | 126 | 10.02 | 91 | 8.43 | 82 | 8.27 | 50 | 8.80 | ||||||||||||||||||||||||||||||
Commercial and
multi-family
|
2,476 | 56.35 | 2,285 | 59.60 | 2,180 | 64.26 | 1,669 | 63.68 | 1,178 | 60.25 | ||||||||||||||||||||||||||||||
Commercial
business
|
262 | 5.38 | 168 | 4.56 | 401 | 5.06 | 444 | 6.07 | 649 | 7.35 | ||||||||||||||||||||||||||||||
Consumer
|
49 | 0.20 | 17 | 0.12 | 13 | 0.16 | 16 | 0.30 | 6 | 0.62 | ||||||||||||||||||||||||||||||
Total
|
$ | 4,065 | 100.00 | % | $ | 3,733 | 100.00 | % | $ | 3,090 | 100.00 | % | $ | 2,506 | 100.00 | % | $ | 2,113 | 100.00 | % |
15
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 securities are
classified as available for sale to serve principally as a source of
liquidity.
Current
regulatory and accounting guidelines regarding investment securities require us
to categorize securities as held-to-maturity, available for sale or
trading. As of December 31, 2007, we had $165.0 million of
securities classified as held-to-maturity, $2.1 million in securities classified
as available for sale (consisting of 80,000 shares of a Fannie Mae preferred
stock issue purchased at $25.15/share yielding 8.25% until December 31, 2010 and
then yielding the greater of 7.75% per annum or 3-Month LIBOR plus 423 basis
points; where the Dividend Rate will reset quarterly beginning 12/31/2010 and
will be callable on that date and each fifth anniversary thereafter in whole or
in part at the redemption price of $25.00/share plus accrued dividends from the
most recent Payment Date), and no securities classified as
trading. Securities classified as available for sale are 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. At December 31, 2007, our
securities classified as held-to-maturity had a fair value of
$165.7 million. Changes in the fair value of securities
classified as held-to-maturity do not affect our income. Management
has the intent and we have the ability to hold securities classified as
held-to-maturity. During the year ended December 31, 2007, we had no
securities sales.
At
December 31, 2007, our investment policy allowed investments in instruments
such as: (i) U.S. Treasury obligations; (ii) U.S. federal agency or
federally sponsored agency obligations; (iii) mortgage-backed securities;
and (iv) certificates of deposit. The Board of Directors may
authorize additional investments. At December 31, 2007, our U.S.
Government agency securities totaled $130.2 million, all of which were
classified as held-to-maturity and which primarily consisted of callable
securities issued by government sponsored enterprises.
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
16
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.
Securities
Portfolio. The following table sets forth the carrying value
of our securities portfolio and Federal funds at the dates
indicated.
At
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(In
Thousands)
|
||||||||||||
Securities
available for sale:
|
||||||||||||
Equity
securities
|
$ | 2,056 | $ | — | $ | — | ||||||
U.S. Government and Agency
securities
|
130,156 | 122,594 | 109,090 | |||||||||
Mortgage-backed
securities
|
34,861 | 26,078 | 30,912 | |||||||||
Total
securities held to maturity
|
165,017 | 148,672 | 140,002 | |||||||||
Money
market funds
|
3,500 | 17,500 | 18,500 | |||||||||
FHLB
stock
|
5,560 | 3,724 | 2,778 | |||||||||
Total
investment securities
|
$ | 176,133 | $ | 169,896 | $ | 161,280 |
The
following table shows our securities held-to-maturity purchase, sale and
repayment activities for the periods indicated.
Years Ended
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(In
Thousands)
|
||||||||||||
Purchases:
|
||||||||||||
Fixed-rate
|
$ | 37,338 | $ | 37,500 | $ | 55,815 | ||||||
Total
purchases
|
$ | 37,338 | $ | 37,500 | $ | 55,815 | ||||||
Sales:
|
||||||||||||
Fixed-rate
|
$ | — | $ | — | $ | 7,345 | ||||||
Total
sales
|
$ | — | $ | — | $ | 7,345 | ||||||
Principal
Repayments:
|
||||||||||||
Repayment of
principal
|
$ | 21,010 | $ | 28,845 | $ | 25,531 | ||||||
Increase in other items,
net
|
17 | 15 | 27 | |||||||||
Net
increases
|
$ | 16,345 | $ | 8,670 | $ | 22,966 |
17
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 securities portfolio at
December 31, 2007 by contractual maturity. The following table
does not take into consideration the effects of scheduled repayments or the
effects of possible prepayments.
As
of December 31, 2007
|
||||||||||||||||||||||||||||||||||||||||||||
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
|
||||||||||||||||||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||||||||||||||
U.S.
government agency securities
|
$ | 4,000 | 4.31 | % | $ | 25,312 | 4.76 | % | $ | 15,988 | 4.96 | % | $ | 84,856 | 6.11 | % | $ | 131,022 | $ | 130,156 | 5.65 | % | ||||||||||||||||||||||
Mortgage-backed
securities
|
- | - | 157 | 6.00 | 1,334 | 5.79 | 33,370 | 5.06 | 34,638 | 34,861 | 5.09 | |||||||||||||||||||||||||||||||||
Equity
securities
|
2,056 | 8.25 | — | — | — | — | — | — | 2,056 | 2,056 | 8.25 | |||||||||||||||||||||||||||||||||
FHLB
stock
|
5,560 | 8.40 | — | — | — | — | — | — | 5,560 | 5,560 | 8.40 | |||||||||||||||||||||||||||||||||
Total investment
securities
|
$ | 11,616 | 6.97 | % | $ | 25,469 | 4.77 | % | $ | 17,332 | 5.02 | % | $ | 118,226 | 5.81 | % | $ | 173,276 | $ | 172,633 | 5.66 | % |
18
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 and prepayment of loans and 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. At
December 31, 2007, we had no brokered deposits.
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.
December 31,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
Weighted
Average
Rate(1)
|
Amount
|
Weighted
Average
Rate(1)
|
Amount
|
Weighted
Average
Rate(1)
|
Amount
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Demand
|
— | % | $ | 35,897 | — | % | $ | 35,275 | — | % | $ | 30,143 | ||||||||||||
NOW
|
1.40 | 20,260 | 1.41 | 21,007 | 1.36 | 20,827 | ||||||||||||||||||
Money
market
|
4.14 | 27,697 | 3.70 | 8,022 | 1.97 | 1,623 | ||||||||||||||||||
Savings
and club accounts
|
1.71 | 100,441 | 1.91 | 117,617 | 2.16 | 167,534 | ||||||||||||||||||
Certificates
of deposit
|
4.82 | 214,524 | 4.28 | 200,826 | 3.21 | 142,724 | ||||||||||||||||||
Total
|
3.30 | % | $ | 398,819 | 2.99 | % | $ | 382,747 | 2.30 | % | $ | 362,851 |
__________
(1) Represents
the average rate paid during the year.
The
following table sets forth our deposit flows during the periods
indicated.
Years Ended
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars in
Thousands)
|
||||||||||||
Beginning of
period
|
$ | 382,747 | $ | 362,851 | $ | 337,243 | ||||||
Net
deposits
|
3,135 | 9,241 | 17,696 | |||||||||
Interest credited on deposit
accounts
|
12,937 | 10,655 | 7,912 | |||||||||
Total increase in
deposit accounts
|
16,072 | 19,896 | 25,608 | |||||||||
Ending
balance
|
$ | 398,819 | $ | 382,747 | $ | 362,851 | ||||||
Percent
increase
|
4.20 | % | 5.48 | % | 7.59 | % |
19
Jumbo Certificates of
Deposit. As of December 31, 2007, the aggregate amount of
outstanding certificates of deposit in amounts greater than or equal to $100,000
was approximately $102.8 million. The following table indicates the
amount of our certificates of deposit of $100,000 or more by time remaining
until maturity.
At December 31, 2007
|
||||
Maturity
Period
|
(In
Thousands)
|
|||
Within
three months
|
$ | 38,250 | ||
Three
through twelve months
|
50,889 | |||
Over
twelve months
|
13,691 | |||
Total
|
$ | 102,830 |
The
following table presents, by rate category, our certificate of deposit accounts
as of the dates indicated.
At
December 31,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Certificate
of deposit rates:
|
||||||||||||||||||||||||
1.00%
- 1.99%
|
$ | 929 | 0.43 | % | $ | 1,539 | 0.76 | % | $ | — | — | % | ||||||||||||
2.00%
- 2.99%
|
698 | 0.33 | 1,511 | 0.75 | 21,056 | 14.75 | ||||||||||||||||||
3.00%
- 3.99%
|
41,048 | 19.14 | 27,595 | 13.74 | 59,391 | 41.61 | ||||||||||||||||||
4.00%
- 4.99%
|
64,688 | 30.15 | 89,740 | 44.69 | 62,045 | 43.48 | ||||||||||||||||||
5.00%
- 5.99%
|
107,161 | 49.95 | 80,441 | 40.06 | 232 | 0.16 | ||||||||||||||||||
Total
|
$ | 214,524 | 100.00 | % | $ | 200,826 | 100.00 | % | $ | 142,724 | 100.00 | % |
The
following table presents, by rate category, the remaining period to maturity of
certificate of deposit accounts outstanding as of December 31,
2007.
Maturity
Date
|
||||||||||||||||||||
1
Year
or
Less
|
Over
1
to
2 Years
|
Over
2
to
3 Years
|
Over
3
Years
|
Total
|
||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||
Interest
rate:
|
||||||||||||||||||||
1.00%
- 1.99%
|
$ | 157 | $ | 769 | $ | — | $ | 3 | $ | 929 | ||||||||||
2.00%
- 2.99%
|
642 | 11 | — | 45 | 698 | |||||||||||||||
3.00%
- 3.99%
|
34,318 | 6,358 | 253 | 119 | 41,048 | |||||||||||||||
4.00%-4.99%
|
55,993 | 5,781 | 2,582 | 332 | 64,688 | |||||||||||||||
5.00%-5.99%
|
95,995 | 9,374 | 1,790 | 2 | 107,161 | |||||||||||||||
Total
|
$ | 187,105 | $ | 22,293 | $ | 4,625 | $ | 501 | $ | 214,524 |
Borrowings. Our
advances from the FHLB of New York are secured by a pledge of our stock in the
FHLB of New York and investment securities. Each FHLB credit program
has its own interest rate, which may be fixed or adjustable, and range of
maturities. If the need arises, we may also access the Federal Reserve Bank
discount window to supplement our supply of funds that we can loan and to meet
deposit withdrawal requirements. During the year ended
December 31, 2007 we had no short term borrowings and during the year ended
December 31, 2006, we had average short-term borrowings, consisting of FHLB
advances, of $705,000. The average short-term borrowings during the year ended
December 31, 2006 had a weighted average cost of 4.93%. Our maximum short-term
borrowings outstanding during 2006 was $1.0 million. At December 31, 2007, we
had the ability to borrow approximately $103.2 million under our credit
facilities with the FHLB of New York.
20
The
following table sets forth information concerning balances and interest rates on
our short-term borrowings at the dates and for the periods
indicated.
At or For the Years Ended
December 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Balance
at end of period
|
$ | — | $ | — | $ | — | ||||||
Average
balance during period
|
$ | — | $ | 705 | $ | 9,691 | ||||||
Maximum
outstanding at any month end
|
$ | — | $ | 1,000 | $ | 21,400 | ||||||
Weighted
average interest rate at end of period
|
— | — | — | |||||||||
Average
interest rate during period
|
— | 4.93 | % | 3.14 | % |
Employees
At
December 31, 2007, we had 73 full-time and 31 part-time
employees. None of our employees is represented by a collective
bargaining group. We believe that our relationship with our employees
is good.
Subsidiaries
We have one non-bank
subsidiary. 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, 2007, this company
held $152.7 million in securities.
Supervision and
Regulation
Bank
holding companies and banks are extensively regulated under both federal and
state law. These laws and regulations are intended to protect
depositors, not shareholders. To the extent that the following
information describes statutory and regulatory provisions, it is qualified in
its entirety by reference to the particular statutory and regulatory
provisions. Any change in the applicable law or regulation may have a
material effect on the business and prospects of the Company and the
Bank.
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 Board of Governors of the Federal Reserve
System. The Company is required to file with the Federal Reserve
annual reports and other information regarding its business operations and those
of its subsidiaries.
The Bank
Holding Company Act requires, among other things, the prior approval of the
Federal Reserve in any case where a bank holding company proposes to
(i) acquire all or substantially all of the assets of any other bank,
(ii) acquire direct or indirect ownership or control of more than 5% of the
outstanding voting stock of any bank (unless it owns a majority of such
company’s voting shares) or (iii) merge or consolidate with any other bank
holding company. The Federal Reserve will not approve any
acquisition, merger, or consolidation that would have a substantially
anti-competitive effect, unless the anti-competitive impact of the
21
proposed
transaction is clearly outweighed by a greater public interest in meeting the
convenience and needs of the community to be served. The Federal
Reserve also considers capital adequacy and other financial and managerial
resources and future prospects of the companies and the banks concerned,
together with the convenience and needs of the community to be served, when
reviewing acquisitions or mergers.
The Bank
Holding Company Act generally prohibits a bank holding company, with certain
limited exceptions, from (i) acquiring or retaining direct or indirect ownership
or control of more than 5% of the outstanding voting stock of any company which
is not a bank or bank holding company, or (ii) engaging directly or indirectly
in activities other than those of banking, managing or controlling banks, or
performing services for its subsidiaries, unless such non-banking business is
determined by the Federal Reserve to be so closely related to banking or
managing or controlling banks as to be properly incident thereto.
The Bank
Holding Company Act has been amended to permit bank holding companies and banks,
which meet certain capital, management and Community Reinvestment Act standards,
to engage in a broader range of non-banking activities. In addition,
bank holding companies which elect to become financial holding companies may
engage in certain banking and non-banking activities without prior Federal
Reserve approval. At this time, the Company has elected not to become
a financial holding company, as it does not engage in any activities not
permissible for banks.
There are
a number of obligations and restrictions imposed on bank holding companies and
their depository institution subsidiaries by law and regulatory policy that are
designed to minimize potential loss to the depositors of such depository
institutions and the FDIC insurance funds in the event the depository
institution is in danger of default. Under a policy of the Federal
Reserve with respect to bank holding company operations, a bank holding company
is required to serve as a source of financial strength to its subsidiary
depository institutions and to commit resources to support such institutions in
circumstances where it might not do so absent such policy. The
Federal Reserve also has the authority under the Bank Holding Company Act to
require a bank holding company to terminate any activity or to relinquish
control of a non-bank subsidiary upon the Federal Reserve’s determination that
such activity or control constitutes a serious risk to the financial soundness
and stability of any bank subsidiary of the bank holding company.
Capital Adequacy Guidelines
for Bank Holding Companies
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.
The
Company is subject to regulatory capital requirements and guidelines imposed by
the Federal Reserve, which are substantially similar to those imposed by the
FDIC on depository
22
institutions
within their jurisdictions. At December 31, 2007, BCB Bancorp, Inc., was
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.
From time
to time, the Federal Reserve Board and the other federal bank regulatory
agencies propose changes to, and issue interpretations of, risk-based capital
guidelines and related reporting instructions. Such changes or
interpretations could, if implemented in the future, affect the Company’s
capital ratios and risk-adjusted assets.
Bank
Regulation
As a New
Jersey-chartered commercial bank, the Bank is subject to the regulation,
supervision, and examination of the New Jersey Department of Banking and
Insurance. As an FDIC-insured institution, we are subject to the
regulation, supervision and examination of the FDIC, an agency of the federal
government. The regulations of the FDIC and the New Jersey Department
of Banking and Insurance 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.
Insurance of
Deposits. Our deposit accounts are insured by the FDIC
generally up to a maximum of $100,000 per separately insured depositor and up to
a maximum of $250,000 for self-directed retirement accounts. The
Bank’s deposits, therefore, are subject to FDIC insurance
assessments.
The FDIC
regulations assess insurance premiums based on an institution’s
risk. Under this assessment system, the FDIC evaluates the risk of
each financial institution based on its supervisory rating, financial ratios,
and long-term debt issuer rating. The rates for nearly all of the
financial institutions industry vary between five and seven cents for every $100
of domestic deposits. Federal law requires the FDIC to establish a
deposit reserve ratio for the deposit insurance fund of between 1.15% and 1.50%
of estimated deposits. The FDIC has designated the reserve ratio for the deposit
insurance fund through the first quarter of 2008 at 1.25% of estimated insured
deposits.
Effective
March 31, 2006, the FDIC merged the Bank Insurance Fund and the Savings
Association Insurance Fund into a single fund called the Deposit Insurance
Fund. 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 Federal Savings and Loan
Insurance Corporation. The bonds issued by the FICO are due to mature
in 2017 through 2019. For the quarter ended December 31, 2007, the
annualized FICO assessment was equal to 1.14 basis points for each $100 in
domestic deposits maintained at an institution.
23
Capital Adequacy Guidelines.
The FDIC has promulgated risk-based capital rules, which are designed to make
regulatory capital requirements more sensitive to differences in risk profile
among banks, to account for off-balance sheet exposure, and to minimize
disincentives for holding liquid assets. Under these rules, 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. These rules are substantially similar to the Federal Reserve
rules discussed above.
In
addition to the risk-based capital rules, the FDIC has adopted a minimum Tier 1
capital (leverage) ratio. This measurement is substantially similar
to the Federal Reserve leverage capital measurement discussed
above. At December 31, 2007, the Bank’s ratio of total capital
to risk-weighted assets was 14.12%. Our Tier 1 capital to risk-weighted assets
was 13.05%, and our Tier 1 capital to average assets was 8.81%.
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.
The USA PATRIOT
Act
In
response to the terrorist events of September 11, 2001, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, was signed into law on
October 26, 2001. The USA PATRIOT Act gave the federal government new
powers to address terrorist threats through enhanced domestic security measures,
expanded surveillance powers, increased information sharing and broadened
anti-money laundering requirements. For years, financial institutions
such as the Bank have been subject to federal anti-money laundering
obligations. As such, the Bank does not believe the USA PATRIOT Act
will have a material impact on its operations.
Sarbanes-Oxley Act of
2002
The
Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), contains a broad range of
legislative reforms intended to address corporate and accounting
fraud. In addition to the establishment of a new accounting oversight
board that will enforce auditing, quality control and independence standards and
will be funded by fees from all publicly traded companies, Sarbanes-Oxley places
certain restrictions on the scope of services that may be provided by accounting
firms to their public company audit clients. Any non-audit services
being provided to a public company audit client will require preapproval by the
company’s audit committee. In addition, Sarbanes-Oxley makes certain
changes to the requirements for audit partner rotation after a period of
time. Sarbanes-Oxley requires chief executive officers and chief
financial officers, or their equivalent, to certify to the accuracy of periodic
reports filed with the Securities and Exchange Commission, subject to civil and
criminal penalties if they knowingly or willingly violate this certification
requirement. The Company’s Chief Executive Officer and
Principal
24
Accounting
Officer have signed certifications to this Form 10-K as required by
Sarbanes-Oxley. In addition, under Sarbanes-Oxley, counsel will be
required to report evidence of a material violation of the securities laws or a
breach of fiduciary duty by a company to its chief executive officer or its
chief legal officer, and, if such officer does not appropriately respond, to
report such evidence to the audit committee or other similar committee of the
board of directors or the board itself.
Under
Sarbanes-Oxley, longer prison terms will apply to corporate executives who
violate federal securities laws; the period during which certain types of suits
can be brought against a company or its officers is extended; and bonuses issued
to top executives prior to restatement of a company’s financial statements are
now subject to disgorgement if such restatement was due to corporate
misconduct. Executives are also prohibited from trading the company’s
securities during retirement plan “blackout” periods, and loans to company
executives (other than loans by financial institutions permitted by federal
rules and regulations) are restricted. In addition, a provision
directs that civil penalties levied by the Securities and Exchange Commission as
a result of any judicial or administrative action under Sarbanes-Oxley be
deposited to a fund for the benefit of harmed investors. The Federal
Accounts for Investor Restitution provision also requires the Securities and
Exchange Commission to develop methods of improving collection
rates. The legislation accelerates the time frame for disclosures by
public companies, as they must immediately disclose any material changes in
their financial condition or operations. Directors and executive
officers must also provide information for most changes in ownership in a
company’s securities within two business days of the change.
Sarbanes-Oxley
also increases the oversight of, and codifies certain requirements relating to,
audit committees of public companies and how they interact with the company’s
“registered public accounting firm.” Audit Committee members must be
independent and are absolutely barred from accepting consulting, advisory or
other compensatory fees from the issuer. In addition, companies must
disclose whether at least one member of the committee is a “financial expert”
(as such term is defined by the Securities and Exchange Commission) and if not,
why not. Under Sarbanes-Oxley, a company’s registered public
accounting firm is prohibited from performing statutorily mandated audit
services for a company if such company’s chief executive officer, chief
financial officer, comptroller, chief accounting officer or any person serving
in equivalent positions had been employed by such firm and participated in the
audit of such company during the one-year period preceding the audit initiation
date. Sarbanes-Oxley also prohibits any officer or director of a
company or any other person acting under their direction from taking any action
to fraudulently influence, coerce, manipulate or mislead any independent
accountant engaged in the audit of the company’s financial statements for the
purpose of rendering the financial statements materially
misleading. Sarbanes-Oxley also requires the Securities and Exchange
Commission to prescribe rules requiring inclusion of any internal control report
and assessment by management in the annual report to
shareholders. Sarbanes-Oxley requires the company’s registered public
accounting firm that issues the audit report to attest to and report on
management’s assessment of the company’s internal controls.
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. For the year ending December 31, 2009, we
expect that our auditors will have to audit our internal control over financial
reporting.
25
AVAILABILITY
OF ANNUAL REPORT
Our
Annual Report is available on our website, www.bcbbancorp.com. We
will also provide our Annual Report on Form 10-K free of charge to
shareholders who write to 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, 2007, $208.1 million,
or 56.3% 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 borrower’s business. 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.
We
may not be able to successfully maintain and manage our growth.
Since December 31, 2003, our assets
have grown at a compound annual growth rate of 17.0%, our loan balances have
grown at a compound annual growth rate of 17.9% and our deposits have grown at a
compound annual growth rate of 12.0%. Our ability to continue to grow
depends, in part, upon our ability to expand our market presence, successfully
attract core deposits, and identify attractive commercial lending
opportunities.
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
26
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, 2007, our allowance for loan
losses totaled $4.1 million, representing 1.10% of total loans.
While we have only been operating for
seven 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, and
although we had $4.6 million, or 0.81% of total assets consisting of
non-performing assets at December 31, 2007, 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.
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 do not rely 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, 2007 and 2006, our net
interest income was $17.2 million and $17.8 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.
Fluctuations
in interest rates could reduce our profitability.
We
realize income primarily from the difference between the interest we earn on
loans and investments and the interest we pay on deposits and borrowings. The
interest rates on our assets and liabilities respond differently to changes in
market interest rates, which means our interest-bearing liabilities may be more
sensitive to changes in market interest rates than our interest-earning assets,
or vice versa. In either event, if market interest rates change, this “gap”
between the amount of interest-earning assets and interest-bearing liabilities
that reprice in response to these interest rate changes may work against us, and
our earnings may be negatively affected.
We are
unable to predict fluctuations in market interest rates, which are affected by,
among other factors, changes in the following:
27
|
·
|
inflation
rates;
|
|
·
|
business
activity levels;
|
|
·
|
money
supply; and
|
|
·
|
domestic
and foreign financial markets.
|
The value of our investment portfolio
and the composition of our deposit base are influenced by prevailing market
conditions and interest rates. Our asset-liability management strategy, which is
designed to mitigate the risk to us from changes in market interest rates, may
not prevent changes in interest rates or securities market downturns from
reducing deposit outflow or from having a material adverse effect on our results
of operations, our financial condition or the value of our
investments.
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, 2007, approximately 94.4% 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, substantially all 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,
28
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.
We
expect to incur additional expense in connection with our compliance with
Sarbanes-Oxley.
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 at December 31, 2007. For the year
ending December 31, 2009, we expect our auditors will have to audit our internal
control over financial reporting. This is expected to result in additional
expenses in 2009. Moreover, a review of our financial systems
and controls may uncover deficiencies in existing systems and controls. If that
is the case, we would have to take the necessary steps to correct any
deficiencies, which may be costly and may strain our management resources and
negatively impact earnings. We also would be required to disclose
any such deficiencies, which could adversely affect the market price of our
common stock.
ITEM
1B. UNRESOLVED STAFF
COMMENTS
None.
ITEM
2. PROPERTIES
At
December 31, 2007, we conducted our business from our executive office
located at 104-110 Avenue C, Bayonne, New Jersey, and our three branch offices,
which are located in Bayonne and Hoboken. The aggregate book value of
our premises and equipment was
29
$5.9 million
at December 31, 2007. We own our executive office facility and
lease our three branch offices.
ITEM
3. LEGAL
PROCEEDINGS
We are
involved, from time to time, as plaintiff or defendant in various legal actions
arising in the normal course of its business. At December 31,
2007, we were not involved in any material legal proceedings.
ITEM
4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
No
matters were submitted to a vote of stockholders during the fourth quarter of
the year under report.
PART II
ITEM 5.
MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
BCB
Bancorp, Inc.’s common stock trades on the Nasdaq Global Market under the symbol
“BCBP.” In order to list common stock on the Nasdaq Global Market,
the presence of at least three registered and active market makers is required
and BCB Bancorp, Inc. has at least three market makers.
The
following table sets forth the high and low sales prices for BCB Bancorp, Inc.
common stock for the periods indicated. As of December 31, 2007, there were
4,638,207 shares of BCB Bancorp, Inc. common stock
outstanding. At December 31, 2007, BCB Bancorp, Inc. had
approximately 1,505 stockholders of record.
Fiscal
2007
|
High
|
Low
|
Cash
Dividend
Declared
|
|||||||||
Quarter
Ended December 31, 2007
|
$ | 16.70 | $ | 14.80 | $ | 0.09 | ||||||
Quarter
Ended September 30, 2007
|
16.50 | 15.06 | 0.08 | |||||||||
Quarter
Ended June 30, 2007
|
18.38 | 16.24 | 0.08 | |||||||||
Quarter
Ended March 31, 2007
|
17.87 | 16.16 | 0.07 |
Fiscal
2006
|
High
|
Low
|
Cash
Dividend
Declared
|
|||||||||
Quarter
Ended December 31, 2006
|
$ | 17.10 | $ | 14.60 | $ | — | ||||||
Quarter
Ended September 30, 2006
|
16.31 | 14.14 | 0.30 | |||||||||
Quarter
Ended June 30, 2006
|
17.12 | 15.02 | — | |||||||||
Quarter
Ended March 31, 2006
|
17.05 | 15.10 | — |
Please
see “Item 1. Business—Bank Regulation—Dividends” for a discussion of
restrictions on the ability of the Bank to pay the Company
dividends.
30
Compensation
Plans
Set forth
below is information as of December 31, 2007 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
|
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
|
Equity
compensation plans approved by shareholders
|
400,212(1)
|
$9.83
|
-0-
|
Equity
compensation plans not approved by shareholders
|
—
|
—
|
-0-
|
Total
|
400,212
|
$9.83
|
-0-
|
___________________
(1)
|
Consists
of options to purchase (i) 126,693 shares of common stock under the 2002
Stock Option Plan and (ii) 273,519 shares of common stock under the 2003
Stock Option Plan.
|
(2)
|
The
weighted average exercise price reflects the exercise prices ranging from
$9.34 to $15.65 per share for options granted under the 2003 Stock Option
Plan and ranging from $5.29 to $15.65 per share for options under the 2002
Stock Option Plan.
|
31
Stock Performance
Graph
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 May 1, 2003 through
December 31, 2007, (b) the cumulative total return on all publicly traded
commercial bank stocks over such period, and (c) the cumulative total return of
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.
Period
Ending
|
||||||||||||||||||||||||
Index
|
05/01/03
|
12/31/03
|
12/31/04
|
12/31/05
|
12/31/06
|
12/31/07
|
||||||||||||||||||
BCB Bancorp,
Inc.
|
$ | 100.00 | $ | 153.65 | $ | 167.18 | $ | 170.24 | $ | 186.53 | $ | 176.42 | ||||||||||||
NASDAQ
Composite
|
100.00 | 136.05 | 147.73 | 149.76 | 164.02 | 180.11 | ||||||||||||||||||
SNL
Bank Index
|
100.00 | 126.27 | 141.50 | 143.43 | 167.77 | 130.37 |
32
On April 26, 2007, the Company
announced a stock repurchase plan which provides for the repurchase of 5% or
249,080 shares of the Company’s common stock. On November 20, 2007,
the Company announced a third stock repurchase plan to repurchase 5% or 234,002
shares of the Company’s common stock. This plan will commence upon
completion of the prior plan. Set forth below is information
regarding purchases of our common stock made by or on behalf of the Company
during the fourth quarter of 2007.
Period
|
Total
number of shares
purchased
|
Average
price per
share
paid
|
Total
number of shares
purchased
as part of a
publicly
announced
program
|
Number
of shares
remaining
to be purchased
under
program
|
October
1-31
|
5,756
|
$15.55
|
5,756
|
67,367
|
November
1-30
|
32,354
|
16.44
|
38,110
|
269,015
|
December
1-31
|
39,488
|
16.56
|
77,598
|
229,527
|
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, 2007, 2006,
2005, 2004 and 2003. The information is derived in part from, and
should be read together with, the audited Consolidated Financial Statements and
Notes thereto of BCB Bancorp, Inc. Per share data has been adjusted for all
periods to reflect the common stock dividends paid by the Company.
Selected
financial condition data at December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||
Total
assets
|
$ | 563,477 | $ | 510,835 | $ | 466,242 | $ | 378,289 | $ | 300,676 | ||||||||||
Cash
and cash equivalents
|
11,780 | 25,837 | 25,147 | 4,534 | 11,786 | |||||||||||||||
Securities,
held to maturity
|
165,017 | 148,672 | 140,002 | 117,036 | 90,313 | |||||||||||||||
Loans
receivable
|
364,654 | 318,130 | 284,451 | 246,380 | 188,786 | |||||||||||||||
Deposits
|
398,819 | 382,747 | 362,851 | 337,243 | 253,650 | |||||||||||||||
Borrowings
|
114,124 | 74,124 | 54,124 | 14,124 | 25,000 | |||||||||||||||
Stockholders’
equity
|
48,510 | 51,963 | 47,847 | 26,036 | 21,167 |
Selected
operating data for the year ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(In
thousands, except for per share amounts)
|
||||||||||||||||||||
Net
interest income
|
$ | 17,173 | $ | 17,784 | $ | 15,883 | $ | 13,755 | $ | 9,799 | ||||||||||
Provision
for loan losses
|
600 | 625 | 1,118 | 690 | 880 | |||||||||||||||
Non-interest
income
|
1,092 | 1,260 | 915 | 623 | 480 | |||||||||||||||
Non-interest
expense
|
10,718 | 9,632 | 8,206 | 7,661 | 5,390 | |||||||||||||||
Income
tax
|
2,509 | 3,220 | 2,745 | 2,408 | 1,614 | |||||||||||||||
Net
income
|
$ | 4,438 | $ | 5,567 | $ | 4,729 | $ | 3,619 | $ | 2,395 | ||||||||||
Net
income per share:
|
||||||||||||||||||||
Basic
|
$ | 0.92 | $ | 1.11 | $ | 1.25 | $ | 0.97 | $ | 0.67 | ||||||||||
Diluted
|
$ | 0.90 | $ | 1.08 | $ | 1.20 | $ | 0.93 | $ | 0.64 | ||||||||||
Dividends
declared per share
|
$ | 0.32 | $ | 0.30 | $ | — | $ | — | $ | — |
33
At
or for the Years Ended December 31,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
Selected
Financial Ratios and Other Data:
|
||||||||||||||||||||
Return
on average assets (ratio of net income to average total
assets)
|
0.83 | % | 1.13 | % | 1.14 | % | 1.01 | % | 1.03 | % | ||||||||||
Return
on average stockholders’ equity (ratio of net income to average
stockholders’ equity)
|
8.86 | 11.12 | 16.00 | 15.45 | 11.97 | |||||||||||||||
Non-interest
income to average assets
|
0.20 | 0.26 | 0.21 | 0.17 | 0.21 | |||||||||||||||
Non-interest
expense to average assets
|
1.99 | 1.96 | 1.98 | 2.15 | 2.32 | |||||||||||||||
Net
interest rate spread during the period
|
2.71 | 3.19 | 3.69 | 3.73 | 4.03 | |||||||||||||||
Net
interest margin (net interest income to average interest earning
assets)
|
3.26 | 3.69 | 3.98 | 3.96 | 4.34 | |||||||||||||||
Ratio
of average interest-earning assets to average interest-bearing
liabilities
|
116.94 | 118.09 | 112.33 | 111.63 | 116.42 | |||||||||||||||
Cash
dividend payout ratio
|
34.78 | 26.98 | — | — | — | |||||||||||||||
Asset
Quality Ratios:
|
||||||||||||||||||||
Non-performing
loans to total loans at end of period
|
1.16 | 0.10 | 0.36 | 0.40 | 0.20 | |||||||||||||||
Allowance
for loan losses to non-performing loans at end of period
|
95.13 | 1,155.73 | 299.42 | 249.60 | 547.48 | |||||||||||||||
Allowance
for loan losses to total loans at end of period
|
1.10 | 1.16 | 1.07 | 1.01 | 1.11 | |||||||||||||||
Capital
Ratios:
|
||||||||||||||||||||
Stockholders’
equity to total assets at end of period
|
8.61 | 10.17 | 10.26 | 6.88 | 7.04 | |||||||||||||||
Average
stockholders’ equity to average total assets
|
9.32 | 10.19 | 7.14 | 6.57 | 8.62 | |||||||||||||||
Tier
1 capital to average assets
|
9.24 | 10.91 | 7.75 | 7.75 | 7.02 | |||||||||||||||
Tier
1 capital to risk weighted assets
|
13.05 | 15.36 | 11.59 | 11.84 | 10.47 |
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
34
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.
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. 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.
Stock
Options
The
Company had, through December 31, 2005, the choice to account for stock options
using either Accounting Principles Board Opinion No. 25 (“APB 25”) or Statement
of Financial Accounting Standards (“Statement”) No. 123, “Accounting for
Stock-Based Compensation.”
35
For the
year ended December 31, 2005, the Company elected to use the accounting method
under APB 25 and the related interpretations to account for its stock
options. Under APB 25, generally, when the exercise price of the
Company’s stock options equals the market price of the underlying stock on the
date of grant, no compensation expense is recognized. On December 14,
2005, the Board of Directors of the Company approved the accelerated vesting and
exercisability of all unvested and unexercisable stock options granted as a part
of the 2003 and 2002 Stock Option Plans effective December 20,
2005. Had the Company elected to use Statement No. 123 to account for
its stock options under the fair value method, it would have been required to
record compensation expense and, as a result, diluted earnings per share for the
fiscal year ended December 31, 2005 would have been lower by $0.32. No
stock options were granted prior to 2002. See Note 2 to “Notes to Consolidated
Financial Statements.” Effective January 1, 2006, the Company
accounts for stock options pursuant to Statement No. 123 (revised
2004). The acceleration of vesting was done primarily to avoid the
recording of compensation expense in future years.
Financial
Condition
Comparison
at December 31, 2007 and at December 31, 2006
Since we
commenced operations in 2000 we have sought to grow our assets and deposit base
consistent with our capital requirements. We offer competitive loan and deposit
products and seek to distinguish ourselves from our competitors through our
service and availability. Total assets increased by $52.7 million or 10.3% to
$563.5 million at December 31, 2007 from $510.8 million at December 31, 2006 as
the Company continued to grow the Bank’s balance sheet with loans and securities
funded primarily through growth in the Bank’s deposit base and the utilization
of wholesale funding sources, specifically Federal Home Loan Bank
advances.
Total
cash and cash equivalents decreased by $14.0 million or 54.3% to $11.8 million
at December 31, 2007 from $25.8 million at December 31, 2006 as the Company
recognized that, with money market rates decreasing, specifically during the
second half of 2007, management deployed those liquid assets into higher
yielding loans and investment securities. Securities held-to-maturity increased
by $16.3 million or 11.0% to $165.0 million at December 31, 2007 from $148.7
million at December 31, 2006. The increase was primarily attributable to the
purchase of $25.0 million in callable agency securities and $12.3 million in
mortgage backed securities, partially offset by call options exercised on $15.4
million of callable agency securities, maturities of $2.0 million of callable
agency securities and $3.6 million of repayments and prepayments in the mortgage
backed securities portfolio during the year ended December 31,
2007.
Loans
receivable increased by $46.6 million or 14.6% to $364.7 million at December 31,
2007 from $318.1 million at December 31, 2006. The increase resulted primarily
from a $38.3 million increase in real estate mortgages comprising residential,
commercial and construction loans, net of amortization, a $3.4 million increase
in consumer loans, net of amortization, and a $5.2 million increase in
commercial loans consisting primarily of business loans and commercial lines of
credit partially offset by a $332,000 increase in the allowance for loan losses.
At December 31, 2007, the allowance for loan losses was $4.1 million or 1.10% of
total loans. The growth in loans receivable was primarily attributable to
competitive pricing in a lower than
36
historically
normal interest rate environment and a vibrant local economy where residential
construction and rehabilitation remain active.
Deposit
liabilities increased by $16.1 million or 4.2% to $398.8 million at December 31,
2007 from $382.7 million at December 31, 2006. The increase resulted primarily
from an increase of $13.7 million or 6.8% in time deposits to $214.5 million
from $200.8 million and an increase of $19.6 million or 30.5% in demand deposits
to $83.9 million from $64.3 million, partially offset by a decrease of $17.2
million or 14.6% in savings and club accounts to $100.4 million from $117.6
million. The decrease in savings and club account balances resulted primarily
from internal disintermediation brought on by an increasingly competitive local
market for deposit growth. The Bank has been able to achieve these growth rates
through competitive pricing on select deposit products.
Borrowed
money increased by $40.0 million or 54.0% to $114.1 million at December 31, 2007
from $74.1 million at December 31, 2006. The increase in borrowings reflects the
use of long-term Federal Home Loan Bank advances to augment deposits as the
Bank’s funding source for originating loans and investing in Government
Sponsored Enterprise (GSE) investment securities.
Total
stockholders’ equity decreased by $3.5 million or 6.7% to $48.5 million at
December 31, 2007 from $52.0 million at December 31, 2006. The decrease in
stockholders’ equity primarily reflects the repurchase of 385,358 shares of the
Company’s common stock through the stock repurchase plans in place and effect
through the year totaling $6.5 million and cash dividends paid through the year
totaling $1.6 million, partially offset by net income of $4.4 million for the
year ended December 31, 2007. At December 31, 2007 the Bank’s Tier 1 leverage,
Tier 1 risk-based and Total risk-based capital ratios were 8.81%, 13.05%, and
14.12% respectively.
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.
37
The
following tables set forth balance sheets, average yields and costs, and certain
other information for the periods 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, 2007
|
The year ended December 31,
2007
|
The year ended December 31,
2006
|
||||||||||||||||||||||||||||||
Actual
Balance
|
Actual
Yield/
Cost
|
Average
Balance
|
Interest
earned/paid
|
Average
Yield/Cost (5)
|
Average
Balance
|
Interest
earned/paid
|
Average
Yield/
Cost (5)
|
|||||||||||||||||||||||||
Interest-earning
assets:
|
(Dollars
in Thousands)
|
|||||||||||||||||||||||||||||||
Loans receivable
(1)
|
$ | 362,721 | 7.23 | % | $ | 339,057 | $ | 24,365 | 7.19 | % | $ | 315,493 | $ | 22,770 | 7.22 | % | ||||||||||||||||
Investment
securities(2)
|
172,633 | 5.66 | 161,707 | 8,843 | 5.47 | 153,628 | 8,046 | 5.24 | ||||||||||||||||||||||||
Interest-earning
deposits
|
8,810 | 3.63 | 26,010 | 1,182 | 4.54 | 12,569 | 445 | 3.54 | ||||||||||||||||||||||||
Total interest-earning
assets
|
544,164 | 6.68 | % | 526,774 | 34,390 | 6.53 | % | 481,690 | 31,261 | 6.49 | % | |||||||||||||||||||||
Interest-earning
liabilities:
|
||||||||||||||||||||||||||||||||
Interest-bearing demand
deposits
|
$ | 20,260 | 1.38 | % | $ | 21,076 | $ | 294 | 1.40 | % | $ | 21,397 | 302 | 1.41 | % | |||||||||||||||||
Money market
deposits
|
27,697 | 3.87 | 17,212 | 712 | 4.14 | 3,353 | 124 | 3.70 | ||||||||||||||||||||||||
Savings deposits
|
100,441 | 1.64 | 108,921 | 1,866 | 1.71 | 137,046 | 2,611 | 1.91 | ||||||||||||||||||||||||
Certificates of
deposit
|
214,524 | 4.86 | 209,828 | 10,109 | 4.82 | 182,340 | 7,807 | 4.28 | ||||||||||||||||||||||||
Borrowings
|
114,124 | 4.46 | 93,412 | 4,236 | 4.54 | 63,775 | 2,633 | 4.13 | ||||||||||||||||||||||||
Total interest-bearing
liabilities
|
477,046 | 3.88 | % | 450,449 | 17,217 | 3.82 | % | 407,911 | 13,477 | 3.30 | % | |||||||||||||||||||||
Net
interest income
|
$ | 17,173 | $ | 17,784 | ||||||||||||||||||||||||||||
Interest
rate spread(3)
|
2.80 | % | 2.71 | % | 3.19 | % | ||||||||||||||||||||||||||
Net
interest margin(4)
|
3.26 | % | 3.69 | % | ||||||||||||||||||||||||||||
Ratio
of interest-earning assets to interest-bearing liabilities
|
114.07 | % | 116.94 | % | 118.09 | % |
(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.
|
(5)
|
Average
yields are computed using annualized interest income and expense for the
periods.
|
The year ended December 31,
2005
|
||||||||||||
Average
Balance
|
Interest
earned/paid
|
Average
Yield/Cost (5)
|
||||||||||
(Dollars
in Thousands)
|
||||||||||||
Interest-earning
assets:
|
||||||||||||
Loans receivable
(1)
|
$ | 274,306 | $ | 18,760 | 6.84 | % | ||||||
Investment
securities(2)
|
124,315 | 6,297 | 5.07 | |||||||||
Interest-earning
deposits
|
4,700 | 71 | 1.51 | |||||||||
Total interest-earning
assets
|
403,321 | 25,128 | 6.23 | % | ||||||||
Interest-earning
liabilities:
|
||||||||||||
Interest-bearing demand
deposits
|
$ | 20,815 | 284 | 1.36 | % | |||||||
Money market
deposits
|
2,289 | 45 | 1.97 | |||||||||
Savings deposits
|
183,288 | 3,958 | 2.16 | |||||||||
Certificates of
deposit
|
116,560 | 3,736 | 3.21 | |||||||||
Borrowings
|
33,527 | 1,222 | 3.64 | |||||||||
Total interest-bearing
liabilities
|
356,479 | 9,245 | 2.59 | % | ||||||||
Net
interest income
|
$ | 15,883 | ||||||||||
Interest
rate spread(3)
|
3.64 | % | ||||||||||
Net
interest margin(4)
|
3.94 | % | ||||||||||
Ratio
of average interest-earning assets to average interest-bearing
liabilities
|
113.14 | % |
_____________________________________ |
(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.
|
(5)
|
Average
yields are computed using annualized interest income and expense for the
periods.
|
38
Rate/Volume
Analysis
The table
below sets forth certain information regarding changes in our interest income
and interest expense for the periods 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,
|
||||||||||||||||||||||||||||||||
2007 vs. 2006
|
2006 vs. 2005
|
|||||||||||||||||||||||||||||||
Increase/(Decrease)
|
Increase/(Decrease)
|
|||||||||||||||||||||||||||||||
Due to
|
Total
|
Due to
|
Total
|
|||||||||||||||||||||||||||||
Rate/
|
Increase
|
Rate/
|
Increase
|
|||||||||||||||||||||||||||||
Volume
|
Rate
|
Volume
|
(Decrease)
|
Volume
|
Rate
|
Volume
|
(Decrease)
|
|||||||||||||||||||||||||
(In
Thousands)
|
||||||||||||||||||||||||||||||||
Interest
income:
|
||||||||||||||||||||||||||||||||
Loans
receivable
|
$ | 1,701 | $ | (98 | ) | $ | (8 | ) | $ | 1,595 | $ | 2,817 | $ | 1,037 | $ | 156 | $ | 4,010 | ||||||||||||||
Investment
securities
|
423 | 355 | 19 | 797 | 1,485 | 214 | 50 | 1,749 | ||||||||||||||||||||||||
Interest-earning
deposits
|
||||||||||||||||||||||||||||||||
with
other banks
|
476 | 126 | 135 | 737 | 119 | 95 | 160 | 374 | ||||||||||||||||||||||||
Total
interest-earning assets
|
2,600 | 383 | 146 | 3,129 | 4,421 | 1,346 | 366 | 6,133 | ||||||||||||||||||||||||
Interest
expense:
|
||||||||||||||||||||||||||||||||
Interest-bearing
demand accounts
|
(4 | ) | (4 | ) | — | (8 | ) | 8 | 10 | — | 18 | |||||||||||||||||||||
Money
market
|
512 | 15 | 61 | 588 | 21 | 40 | 18 | 79 | ||||||||||||||||||||||||
Savings
and club
|
(536 | ) | (263 | ) | 54 | (745 | ) | (999 | ) | (466 | ) | 118 | (1,347 | ) | ||||||||||||||||||
Certificates
of Deposits
|
1,177 | 978 | 147 | 2,302 | 2,108 | 1,255 | 708 | 4,071 | ||||||||||||||||||||||||
Borrowed
funds
|
1,224 | 259 | 120 | 1,603 | 1,103 | 162 | 146 | 1,411 | ||||||||||||||||||||||||
Total
interest-bearing liabilities
|
2,373 | 985 | 382 | 3,740 | 2,241 | 1,001 | 990 | 4,232 | ||||||||||||||||||||||||
Change
in net interest income
|
$ | 227 | $ | (602 | ) | $ | (236 | ) | $ | (611 | ) | $ | 2,180 | $ | 345 | $ | (624 | ) | $ | 1,901 |
Results
of Operations for the Years Ended December 31, 2007 and 2006
Net
income decreased by $1.13 million or 20.3% to $4.44 million for the year ended
December 31, 2007 from $5.57 million for the year ended December 31, 2006. The
decrease in net income resulted primarily from decreases in net interest income
and non-interest income and an increase in non-interest expense, partially
offset by decreases in the provision for loan losses, and income taxes. Net
interest income decreased by $611,000 or 3.4% to $17.2 million for the year
ended December 31, 2007 from $17.8 million for the year ended December 31, 2006.
This decrease in net interest income resulted primarily from an increase of
$42.6 million or 10.4% in the average balance of interest-bearing liabilities to
$450.5 million for the year ended December 31, 2007 from $407.9 million for the
year ended December 31, 2006 and an increase in the cost of interest-bearing
liabilities to 3.82% for the year ended December 31, 2007 from 3.30% for the
year ended December 31, 2006. The average balance of interest-earning assets
increased by $45.1 million or 9.4% to $526.8 million at December 31, 2007 from
$481.7 million at December 31, 2006 while the yield on interest-earning assets
increased slightly to 6.53% for the year ended December 31, 2007 from 6.49% for
the year ended December 31, 2006. As a consequence of the aforementioned, our
net interest margin decreased to 3.26% for the year ended December 31, 2007 from
3.69% for the year ended December 31, 2006.
Interest
income on loans receivable increased by $1.6 million or 7.0% to $24.4 million
for the year ended December 31, 2007 from $22.8 million for the year ended
December 31,
39
2006. The
increase was primarily due to an increase in average loans receivable of $23.6
million or 7.5% to $339.1 million for the year ended December 31, 2007 from
$315.5 million for the year ended December 31, 2006, partially offset by a
slight decrease in the average yield on loans receivable to 7.19% for the year
ended December 31, 2007 from 7.22% for the year ended December 31, 2006. The
increase in the average balance of loans reflects management’s philosophy of
deploying funds in higher yielding instruments, specifically commercial real
estate loans in an effort to achieve higher returns. The decrease in average
yield reflects the competitive price environment prevalent in the Bank’s primary
market area for commercial and construction loans as well as the effect of the
actions taken by the Federal Open Market Committee to reduce interest rates
during the latter half of 2007.
Interest
income on securities increased by $797,000 or 9.9% to $8.8 million for the year
ended December 31, 2007 from $8.0 million for the year ended December 31, 2006.
The increase was primarily attributable to an increase in the average balance of
securities of $8.1 million or 5.3% to $161.7 million for the year ended December
31, 2007 from $153.6 million for the year ended December 31, 2006, and an
increase in the average yield on securities to 5.47% for the year ended December
31, 2007 from 5.24% for the year ended December 31, 2006. The increase in
average balances reflects management’s philosophy to deploy funds in
investments, absent an opportunity to originate higher yielding loans, in an
effort to achieve higher returns.
Interest
income on other interest-earning assets consisting primarily of federal funds
sold increased by $737,000 or 165.6% to $1.2 million for the year ended December
31, 2007 from $445,000 for the year ended December 31, 2006. This increase was
primarily due to an increase in the average balance of other interest-earning
assets of $13.4 million or 106.3% to $26.0 million for the year ended December
31, 2007 from $12.6 million for the year ended December 31, 2006 and an increase
in the average yield on other interest-earning assets to 4.54% for the year
ended December 31, 2007 from 3.54% for the year ended December 31, 2006. During
2007, as short term interest rates remained elevated and the yield curve
remained inverted through the majority of the year, increased balances in cash
and cash equivalent accounts, in the absence of higher yielding loan product,
provided a competitive yield while affording management the latitude to research
more profitable investment opportunities.
Total
interest expense increased by $3.7 million or 27.4% to $17.2 million for the
year ended December 31, 2007 from $13.5 million for the year ended December 31,
2006. This increase resulted from an increase in the average balance of total
interest-bearing deposit liabilities of $12.9 million or 3.7% to $357.0 million
for the year ended December 31, 2007 from $344.1 million for the year ended
December 31, 2006, and an increase of $29.6 million or 46.4% in average
borrowings to $93.4 million for the year ended December 31, 2007, from $63.8
million for the year ended December 31, 2006, as well as an increase in the
average cost of interest-bearing liabilities to 3.82% for the year ended
December 31, 2007 from 3.30% for the year ended December 31, 2006.
The
provision for loan losses totaled $600,000 and $625,000 for the years ended
December 31, 2007 and 2006, respectively. The provision for loan losses is
established based upon management’s review of the Bank’s loans and consideration
of a variety of factors including, but not limited to, (1) the risk
characteristics of the loan portfolio, (2) current
40
economic
conditions, (3) actual losses previously experienced, (4) the significant level
of loan growth and (5) the existing level of reserves for loan losses that are
probable and estimable. During 2007, the Bank experienced $268,000 in net
charge-offs (consisting of $285,000 in charge-offs and $17,000 in recoveries).
During 2006, the Bank experienced $18,000 in net recoveries (consisting of
$85,000 in recoveries and $67,000 in charge-offs). The Bank had non-accrual
loans totaling $3.8 million at December 31, 2007 and $323,000 at December 31,
2006. The allowance for loan losses stood at $4.1 million or 1.10% of gross
total loans at December 31, 2007 as compared to $3.7 million or 1.16% of gross
total loans at December 31, 2006. 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 loses 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 Bank 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,
2007 and 2006.
Total
non-interest income decreased by $168,000 or 13.3% to $1.1 million for the year
ended December 31, 2007 from $1.3 million for the year ended December 31, 2006.
The decrease in non-interest income resulted primarily from a $215,000 decrease
in gain on sales of loans originated for sale, to $420,000 for the year ended
December 31, 2007 from $635,000 for the year ended December 31, 2006, partially
offset by a $34,000 increase in fees, service charges and other income to
$659,000 for the year ended December 31, 2007 from $625,000 for the year ended
December 31, 2006 and a $13,000 increase in gain on sale of non-performing
loans. The decrease in gain on sale of loans originated for sale reflects the
softening one-to four-family residential real estate market during the year
2007.
Total
non-interest expense increased by $1.1 million or 11.5% to $10.7 million for the
year ended December 31, 2007 from $9.6 million for the year ended December 31,
2006. The increase in 2007 was primarily due to an increase of $489,000 or 9.4%
in salaries and employee benefits expense to $5.7 million for the year ended
December 31, 2007 from $5.2 million for the year ended December 31, 2006 as the
Bank increased staffing levels and compensation in an effort to service its
growing customer base. Full time equivalent employees increased to ninety-three
(93) at December 31, 2007 from eighty-seven (87) at December 31, 2006 and
eighty-two (82) at December 31, 2005. Occupancy expense increased by $100,000 or
11.1% to $1.0 million for the year ended December 31, 2007 from $900,000 for the
year ended December 31, 2006. Equipment expense increased by $172,000 or 9.9% to
$1.9 million for the year ended December 31, 2007 from $1.7 million for the year
ended December 31, 2006. The primary component of this expense item is data
service provider expense which increases with the growth of the Bank’s assets.
Advertising expense remained relatively stable at $326,000 for the year ended
December 31, 2007 as compared to $329,000 for the year ended December 31, 2006.
Other non-interest expense increased by $328,000 or 22.5% to $1.8 million for
the year ended December 31, 2007 from $1.5 million for the year ended December
31, 2006. The increase in other non-interest expense is primarily attributable
to increases in expenses commensurate with a growing franchise. Other
non-interest expense is comprised of directors’ fees, stationary, forms
and
41
printing,
professional fees, legal fees, check printing, correspondent bank fees,
telephone and communication, shareholder relations and other fees and
expenses.
Income
tax expense decreased $711,000 or 22.1% to $2.5 million for the year ended
December 31, 2007 from $3.2 million for the year ended December 31, 2006
reflecting decreased pre-tax income earned during the former time period. The
consolidated effective income tax rate for the year ended December 31, 2007 was
36.1% and for the year ended December 31, 2006 was 36.6%.
Results
of Operations for the Years Ended December 31, 2006 and 2005
Net
income increased by $838,000 or 17.7% to $5.57 million for the year ended
December 31, 2006 from $4.73 million for the year ended December 31, 2005. The
increase in net income resulted primarily from increases in net interest income
and non-interest income and a decrease in the provision for loan losses,
partially offset by increases in non-interest expense and income taxes. Net
interest income increased by $1.9 million or 11.9% to $17.8 million for the year
ended December 31, 2006 from $15.9 million for the year ended December 31, 2005.
This increase resulted primarily from an increase in average interest-earning
assets of $78.4 million or 19.4% to $481.7 million for the year ended December
31, 2006 from $403.3 million for the year ended December 31, 2005 and an
increase in the yield on average interest-earning assets to 6.49% for the year
ended December 31, 2006 from 6.23% for the year ended December 31, 2005,
partially offset by an increase in average interest-bearing liabilities of $51.4
million or 14.4% to $407.9 million for the year ended December 31, 2006 from
$356.5 million for the year ended December 31, 2005 and an increase in the cost
of average interest-bearing liabilities to 3.30% for the year ended December 31,
2006 from 2.59% for the year ended December 31, 2005. The disproportionate
increase in the cost of deposits as compared to our yield on assets reduced our
net interest margin to 3.69% for the year ended December 31, 2006 from 3.94% for
the year ended December 31, 2005.
Interest
income on loans receivable increased by $4.0 million or 21.3% to $22.8 million
for the year ended December 31, 2006 from $18.8 million for the year ended
December 31, 2005. The increase was primarily due to an increase in average
loans receivable of $41.2 million or 15.0% to $315.5 million for the year ended
December 31, 2006 from $274.3 million for the year ended December 31, 2005 and
an increase in the average yield on loans receivable to 7.22% for the year ended
December 31, 2006 from 6.84% for the year ended December 31, 2005. The increase
in the average balance of loans reflects management’s philosophy of deploying
funds in higher yielding loans, specifically commercial real estate as opposed
to lower yielding investments in government securities. The increase in average
yield reflects the Bank’s diligence in deploying funds into prime based lending
products whose yield increased as the Federal Open Market Committee continued to
increase short-term interest rates throughout the first half of
2006.
Interest
income on securities increased by $1.75 million or 27.8% to $8.05 million for
the year ended December 31, 2006 from $6.30 million for the year ended December
31, 2005. The increase was primarily attributable to an increase in the average
balance of securities of $29.3 million or 23.6% to $153.6 million for the year
ended December 31, 2006 from $124.3 million
42
for the
year ended December 31, 2005, and an increase in the average yield on securities
to 5.24% for the year ended December 31, 2006 from 5.07% for the year ended
December 31, 2005. The increase in average balances reflects, in the absence of
higher yielding loan product, the reinvestment of the public offering proceeds
from late 2005 as well as the on-going leverage strategy with the use of Federal
Home Loan Bank advances.
Interest
income on other interest-earning assets consisting primarily of federal funds
sold increased by $374,000 or 526.8% to $445,000 for the year ended December 31,
2006 from $71,000 for the year ended December 31, 2005. This increase was
primarily due to an increase in the average balance of other interest-earning
assets of $7.9 million or 168.1% to $12.6 million for the year ended December
31, 2006 from $4.7 million for the year ended December 31, 2005 and an increase
in the average yield on other interest-earning assets to 3.54% for the year
ended December 31, 2006 from 1.51% for the year ended December 31, 2005. During
2006, as short term interest rates increased through the first half of the year,
and the yield curve became and remained inverted through the second half of the
year, increased balances in cash and cash equivalent accounts, in the absence of
higher yielding loan product, provided a competitive yield while affording
management the latitude to research more profitable investment
opportunities.
Total
interest expense increased by $4.23 million or 45.7% to $13.48 million for the
year ended December 31, 2006 from $9.25 million for the year ended December 31,
2005. This increase resulted from an increase in average total interest bearing
deposit liabilities of $21.1 million or 6.5% to $344.1 million for the year
ended December 31, 2006 from $323.0 million for the year ended December 31,
2005, and an increase of $30.3 million or 90.4% in average borrowings to $63.8
million for the year ended December 31, 2006, from $33.5 million for the year
ended December 31, 2005, as well as an increase in the average cost of interest
bearing liabilities to 3.30% for the year ended December 31, 2006 from 2.59% for
the year ended December 31, 2005.
The
provision for loan losses totaled $625,000 and $1.1 million for the years ended
December 31, 2006 and 2005, respectively. The provision for loan losses is
established based upon management’s review of the Bank’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 significant level of loan growth
and (5) the existing level of reserves for loan losses that are possible and
estimable. During 2006, the Bank experienced $18,000 in net recoveries
(consisting of $85,000 in recoveries and $67,000 in charge-offs). During 2005,
the Bank experienced $534,000 in net charge-offs (consisting of $546,000 in
charge-offs and $12,000 in recoveries) related primarily to the foreclosure and
bankruptcy of one lending relationship and two commercial heavy equipment loans.
The Bank had non-accrual loans totaling $323,000 at December 31, 2006 and
$787,000 at December 31, 2005. The allowance for loan losses stood at $3.7
million or 1.16% of gross total loans at December 31, 2006 as compared to $3.1
million or 1.07% of gross total loans at December 31, 2005. 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 loses on loans, future loan loss provisions may be necessary based on
changes in the aforementioned criteria. In
43
addition,
various regulatory agencies, as an integral part of their examination process,
periodically review the allowance for loan losses and may require the Bank 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, 2006 and 2005.
Total
non-interest income increased by $345,000 or 37.7% to $1.3 million for the year
ended December 31, 2006 from $915,000 for the year ended December 31, 2005. The
increase in non-interest income resulted primarily from a $322,000 increase in
gain on sales of loans originated for sale, and a $51,000 increase in fees,
service charges and other income, partially offset by a $28,000 decrease in gain
on sale of securities as the Bank did not engage in any securities sales during
the year ended December 31, 2006 as opposed to a gain of $28,000 recorded in the
year ended December 31, 2005. As the sales consummated during the year ended
December 31, 2005 were from the held-to-maturity category, certain language
located in the text of FASB 115 was invoked to allow the sale of those
securities to occur without tainting the rest of the portfolio.
Total
non-interest expense increased by $1.4 million or 17.1% to $9.6 million for the
year ended December 31, 2006 from $8.2 million for the year ended December 31,
2005. The increase in 2006 was primarily due to an increase of $782,000 or 17.7%
in salaries and employee benefits expense to $5.2 million for the year ended
December 31, 2006 from $4.4 million for the year ended December 31, 2005 as the
Bank increased staffing levels and compensation in an effort to service its
growing customer base. Full time equivalent employees increased to eighty-seven
(87) at December 31, 2006 from eighty-two (82) at December 31, 2005 and
seventy-five (75) at December 31, 2004. Occupancy expense increased by $199,000
or 28.4% to $900,000 for the year ended December 31, 2006 from $701,000 for the
year ended December 31, 2005 primarily as a result of the Bank securing a lease
for the opening of a branch office in Hoboken, New Jersey. This office commenced
operations during the first half of 2007. Equipment expense increased by
$153,000 or 9.7% to $1.73 million for the year ended December 31, 2006 from
$1.58 million for the year ended December 31, 2005. The primary component of
this expense item is data service provider expense which increases with the
growth of the Bank’s assets. Advertising expense increased by $165,000 or 100.6%
to $329,000 for the year ended December 31, 2006 from $164,000 for the year
ended December 31, 2005. The increase in advertising expense relates to
advertisements for deposit and loan promotions in an effort to attract
additional business during the past year. Other non-interest expense increased
by $127,000 or 9.5% to $1.46 million for the year ended December 31, 2006 from
$1.33 million for the year ended December 31, 2005. The increase in other
non-interest expense is primarily attributable to increases in expenses
commensurate with a growing franchise. Other non-interest expense is comprised
of directors’ fees, stationary, forms and printing, professional fees, legal
fees, check printing, correspondent bank fees, telephone and communication,
shareholder relations and other fees and expenses.
Income
tax expense increased $475,000 or 17.3% to $3.2 million for the year ended
December 31, 2006 from $2.7 million for the year ended December 31, 2005
reflecting increased pre-tax income earned during the former time period. The
consolidated effective income tax rate
44
for the
year ended December 31, 2006 was 36.6% and for the year ended December 31, 2005
was 36.7%.
Liquidity and Capital
Resources
Our
funding sources include income from operations, deposits and borrowings and
principal payments on loans and investment securities. While
maturities and scheduled amortization of loans and securities are predictable
sources of funds, deposit outflows and mortgage prepayments are greatly
influenced by the general level of interest rates, economic conditions and
competition.
Our
primary investing activities are the origination of commercial and multi-family
real estate loans, one- to four-family mortgage loans, construction, commercial
business and consumer loans, as well as the purchase of mortgage-backed and
other investment securities. During 2007 loan originations totaled $142.5
million compared to $119.6 million and $133.7 million for 2006 and 2005,
respectively. The continued strength of loan originations reflects
management’s efforts to increase our total assets, the continued focus on
increasing commercial and multi-family lending operations and the refinance
market in 2007.
During
2007, cash flow provided by the calls, maturities and principal repayments and
prepayments received on securities held-to-maturity amounted to $21.0 million
compared to $28.8 million and $25.5 million in 2006 and 2005. Deposit growth
provided $16.1 million, $19.9 million and $25.6 million of funding to facilitate
asset growth for the years ending December 31, 2007, 2006 and 2005,
respectively. Borrowings increased $40.0 million in 2007 with
additional borrowings of $55.0 million and repayment of $15.0 million through
the FHLB.
Loan
Commitments. In the ordinary course of business the Bank
extends commitments to originate residential and commercial loans and other
consumer loans. 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 the Bank
does not expect all of the commitments to be funded, the total commitment
amounts do not necessarily represent future cash requirements. The
Bank evaluates each customer’s creditworthiness on a case-by-case basis.
Collateral may be obtained based upon management’s assessment of the customers’
creditworthiness. Commitments to extend credit may be written on a
fixed rate basis exposing the Bank to interest rate risk given the possibility
that market rates may change between the commitment date and the actual
extension of credit. The Bank had outstanding commitments to
originate and fund loans of approximately $57.4 million and $48.4 million at
December 31, 2007 and 2006, respectively.
45
The
following tables sets forth our contractual obligations and commercial
commitments at December 31, 2007.
Payments
due by period
|
||||||||||||||||||||
Contractual
obligations
|
Total
|
Less
than 1
Year
|
1-3
Years
|
More
than 3-5
Years
|
More
than 5
Years
|
|||||||||||||||
(In
Thousands)
|
||||||||||||||||||||
Borrowed
money
|
$ | 114,124 | $ | — | $ | — | $ | — | $ | 114,124 | ||||||||||
Lease
obligations
|
4,712 | 415 | 791 | 481 | 3,025 | |||||||||||||||
Certificates
of deposit
|
214,514 | 187,105 | 26,918 | 449 | 52 | |||||||||||||||
Total
|
$ | 333,350 | $ | 187,520 | $ | 27,709 | $ | 930 | $ | 117,201 |
Recent Accounting
Pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 157, Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value under U. S. GAAP, and expands
disclosures about fair value measurements. Statement No. 157 applies to other
accounting pronouncements that require or permit fair value measurements.
Statement No. 157 is effective for our Company January 1, 2008. The Company does
not expect that the adoption of Statement No. 157 will have a material impact on
our consolidated financial position, results of operations and cash
flows.
In February 2007,
the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets
and Financial Liabilities-Including an amendment of FASB Statement
No. 115." Statement No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected will be
recognized in earnings at each subsequent reporting date. Statement No. 159
is effective for our Company January 1, 2008. The Company does not expect
that the adoption of Statement No. 159 will have a material impact on our
consolidated financial statements.
In March
2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-10
“Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements”
(“EITF 06-10”). EITF 06-10 provides guidance for determining a liability for the
postretirement benefit obligation as well as recognition and measurement of the
associated asset on the basis of the terms of the collateral assignment
agreement. EITF 06-10 is effective for fiscal years beginning after December 15,
2007. The Company expects that EITF 06-10 will not have a material impact on its
consolidated financial position and results of operations.
In June
2007, the EITF reached a consensus on Issue No. 06-11, “Accounting for
Income Tax Benefits of Dividends on Share-Based Payment Awards” (“EITF
06-11”). EITF 06-11 states that an entity should recognize a realized tax
benefit associated with dividends on nonvested equity shares, nonvested equity
share units and outstanding equity share options charged to retained earnings as
an increase in additional paid in capital. The amount recognized in
additional paid in capital should be included in the pool of excess tax benefits
available to absorb potential future tax deficiencies on share-based payment
awards. EITF 06-11 should be applied prospectively to income tax benefits
of dividends on equity-classified share-based payment awards that are declared
in fiscal years beginning after
46
December 15,
2007. The Company expects that EITF 06-11 will not have an impact on its
consolidated financial statements.
FASB
Statement No. 160 “Noncontrolling Interests in Consolidated Financial
Statements—an amendment of ARB No. 51” was issued in December of 2007. This
Statement establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective as of the beginning of a company’s fiscal year
beginning after December 15, 2008. The Company believes that this new
pronouncement will not have a material impact on its consolidated financial
statements.
SAB No.
109, "Written Loan Commitments Recorded at Fair Value Through Earnings"
expresses the views of the staff regarding written loan commitments that are
accounted for at fair value through earnings under generally accepted accounting
principles. To make the staff's views consistent with current authoritative
accounting guidance, the SAB revises and rescinds portions of SAB No. 105,
"Application of Accounting Principles to Loan
Commitments." Specifically, the SAB revises the SEC staff's views on
incorporating expected net future cash flows related to loan servicing
activities in the fair value measurement of a written loan commitment. The SAB
retains the staff's views on incorporating expected net future cash flows
related to internally-developed intangible assets in the fair value measurement
of a written loan commitment. The staff expects registrants to apply the views
in Question 1 of SAB No. 109 on a prospective basis to derivative loan
commitments issued or modified in fiscal quarters beginning after December 15,
2007. The Company does not expect SAB 109 to have a material impact on its
consolidated financial statements.
In
December 2007, the FASB issued proposed FASB Staff Position (FSP) 157-b,
“Effective Date of FASB Statement No. 157,” that would permit a one-year
deferral in applying the measurement provisions of Statement No. 157 to
non-financial assets and non-financial liabilities (non-financial items) that
are not recognized or disclosed at fair value in an entity’s financial
statements on a recurring basis (at least annually). Therefore, if the change in
fair value of a non-financial item is not required to be recognized or disclosed
in the financial statements on an annual basis or more frequently, the effective
date of application of Statement No. 157 to that item is deferred until fiscal
years beginning after November 15, 2008 and interim periods within those
fiscal years. This deferral does not apply, however, to an entity that applies
Statement No. 157 in interim or annual financial statements before proposed FSP
157-b is finalized. The Company is currently evaluating the impact, if any, that
the adoption of FSP 157-b will have on the Company’s consolidated financial
statements.
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
47
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, 2007. 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 300 basis
points has been excluded since it would not be meaningful, in the interest rate
environment as of December 31, 2007. The following sets forth
the Company’s NPV as of December 31, 2007.
Change
in
|
Net
Portfolio
|
$
Change from
|
%
Change from
|
NPV
as a % of Assets
|
||||||||||||||||||
calculation
|
Value
|
PAR
|
PAR
|
NPV
Ratio
|
Change
|
|||||||||||||||||
+300 | bp | $ | 26,967 | $ | (36,396 | ) | (57.44 | )% | 5.24 | % | (595 | )bp | ||||||||||
+200 | bp | 39,324 | (24,039 | ) | (37.94 | ) | 7.41 | (378 | ) | |||||||||||||
+100 | bp | 52,204 | (11,159 | ) | (17.61 | ) | 9.52 | (167 | ) | |||||||||||||
PAR
|
63,363 | — | — | 11.19 | — | |||||||||||||||||
-100 | bp | 55,530 | (7,833 | ) | (12.36 | ) | 9.64 | (155 | ) | |||||||||||||
-200 | bp | 48,436 | (14,927 | ) | (23.56 | ) | 8.30 | (289 | ) | |||||||||||||
-300 | bp | 39,306 | (24,057 | ) | (37.97 | ) | 6.66 | (453 | ) | |||||||||||||
__________
bp-basis
points
|
The table
above indicates that at December 31, 2007, in the event of a 100 basis
point decrease in interest rates, we would experience a 12.36% decrease in
NPV. In the event of a 100 basis point increase in interest rates, we
would experience a 17.61% decrease in NPV.
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
48
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.
ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements identified in Item 15(a)(1) hereof are included as Exhibit
13 and are incorporated hereunder.
ITEM
9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM
9A.(T) 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, Chief Financial Officer and Principal Accounting 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 the end of the fiscal year (the “Evaluation Date”). Based
upon that evaluation, the Chief Executive Officer, Chief Financial Officer and
Principal Accounting 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 Operating Officer,
to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of the Company’s financial statements for external
reporting purposes in accordance with U.S. generally accepted accounting
principles (“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
financial statements in accordance with GAAP, and that
49
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
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, 2007, management assessed the effectiveness of the Company’s
internal control over financial reporting based upon the framework established
in Internal Control –
Integrated Framework 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, 2007 is effective using these criteria. This annual report does not
include an attestation report of the Company’s registered public accounting firm
regarding internal control over financial reporting. Management’s report was not
subject to attestation by the Company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management’s report in this annual
report.
(c)
Changes in Internal Controls over Financial Reporting.
There
were no significant changes made in our internal controls during the period
covered by this report or, to our knowledge, in other factors that has
materially affected or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
See the
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
ITEM
9B. OTHER
INFORMATION
None.
PART III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
The
Company has adopted a Code of Ethics that applies to the Company’s principal
executive officer, principal financial officer, principal accounting 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 is filed as an exhibit to this Form
10-K.
The
“Proposal I—Election of Directors” section of the Company’s definitive Proxy
Statement for the Company’s 2008 Annual Meeting of Stockholders (the “2008 Proxy
Statement”) is incorporated herein by reference in response to the disclosure
requirements of Items 401, 405, 406, 407(d)(4) and 407(d)(5) of Regulation
S-K.
50
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
2008 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 2008 Proxy Statement is
incorporated herein by reference.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
The
“Proposal I—Election of Directors” section of the Company’s 2008 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 2008 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 2008 Annual Meeting of Stockholders, “Proposal II-Ratification
of the Appointment of Independent Auditors—Fees Paid to Beard Miller Company
LLP.”
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, 2007 and 2006
|
|
(C)
|
Consolidated
Statements of Income for each of the Years in the Three-Year period ended
December 31, 2007
|
51
|
(D)
|
Consolidated
Statements of Changes in Stockholders’ Equity for each of the Years in the
Three-Year period ended December 31, 2007
|
|
(E)
|
Consolidated
Statements of Cash Flows for each of the Years in the Three-Year period
ended December 31, 2007
|
|
(F)
|
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
|
3.1
|
Certificate
of Incorporation of BCB Bancorp, Inc.****
|
|
3.2
|
Bylaws
of BCB Bancorp, Inc.**
|
|
3.3
|
Specimen
Stock Certificate*
|
|
10.1
|
BCB
Community Bank 2002 Stock Option Plan***
|
|
10.2
|
BCB
Community Bank 2003 Stock Option Plan***
|
|
10.3
|
2005
Director Deferred Compensation Plan****
|
|
10.4
|
Change
in Control Agreement with Donald Mindiak*****
|
|
10.5
|
Change
in Control Agreement with James E. Collins*****
|
|
10.6
|
Change
in Control Agreement with Thomas M. Coughlin*****
|
|
10.7
|
Change
in Control Agreement with Olivia Klim*****
|
|
10.8
|
Change
in Control Agreement with Amer Saleem*****
|
|
10.9
|
Executive
Agreement with Donald Mindiak*****
|
|
10.10
|
Executive
Agreement with James E. Collins*****
|
|
10.11
|
Executive
Agreement with Thomas M. Coughlin*****
|
|
10.12
|
Executive
Agreement with Olivia Klim*****
|
|
10.13
|
Executive
Agreement with Amer Saleem*****
|
|
10.14
|
Amendment
to 2002 and 2003 Stock Option Plans******
|
52
13
|
Consolidated
Financial Statements
|
|
14
|
Code
of Ethics***
|
|
21
|
Subsidiaries
of the Company****
|
|
23
|
Accountant’s
Consent to incorporate consolidated financial statements in Form
S-8
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31.2
|
Certification
of Principal Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32
|
Certification
of Chief Executive Officer and Principal Accounting Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
*
|
Incorporated
by reference to the Form 8-K-12g3 filed with the Securities and Exchange
Commission on May 1, 2003.
|
**
|
Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on October 12, 2007.
|
***
|
Incorporated
by reference to the Annual Report on Form 10-K for the year ended December
31, 2004.
|
****
|
Incorporated
by reference 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.
|
*****
|
Incorporated
by reference to Exhibit 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11,
10.12 and 10.13 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 10, 2005.
|
******
|
Incorporated
by reference to the Annual Report on Form 10-K for the year ended December
31, 2005.
|
53
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.
BCB
BANCORP, INC.
|
|||
Date: March
14, 2008
|
By:
|
/s/ Donald Mindiak
|
|
Donald
Mindiak
|
|||
President,
Chief Executive Officer
|
|||
and
Chief Financial 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.
Signatures
|
Title
|
Date
|
|
/s/
Donald Mindiak
|
President,
Chief Executive
|
March
14, 2008
|
|
Donald
Mindiak
|
Officer,
Chief Financial Officer
|
||
and
Director (Principal Executive Officer)
|
|||
/s/
Thomas M. Coughlin
|
Vice
President, Chief Operating
|
March
14, 2008
|
|
Thomas
M. Coughlin
|
Officer
(Principal Accounting
|
||
Officer)
and Director
|
|||
/s/
Mark D. Hogan
|
Chairman
of the Board
|
March
14, 2008
|
|
Mark
D. Hogan
|
|||
/s/
Robert Ballance
|
Director
|
March
14, 2008
|
|
Robert
Ballance
|
|||
/s/
Judith Q. Bielan
|
Director
|
March
14, 2008
|
|
Judith
Q. Bielan
|
/s/
Joseph J. Brogan
|
Director
|
March
14, 2008
|
|
Joseph
J. Brogan
|
|||
/s/
James E. Collins
|
Director
|
March
14, 2008
|
|
James
E. Collins
|
|||
/s/
Joseph Lyga
|
Director
|
March
14, 2008
|
|
Joseph
Lyga
|
|||
/s/
Alexander Pasiechnik
|
Director
|
March
14, 2008
|
|
Alexander
Pasiechnik
|
|||
/s/
August Pellegrini, Jr.
|
Director
|
March
14, 2008
|
|
August
Pellegrini, Jr.
|
|||
/s/
Joseph Tagliareni
|
Director
|
March
14, 2008
|
|
Joseph
Tagliareni
|
EXHIBIT
INDEX
3.1
|
Certificate
of Incorporation of BCB Bancorp, Inc.****
|
|
3.2
|
Bylaws
of BCB Bancorp, Inc.**
|
|
3.3
|
Specimen
Stock Certificate*
|
|
10.1
|
BCB
Community Bank 2002 Stock Option Plan***
|
|
10.2
|
BCB
Community Bank 2003 Stock Option Plan***
|
|
10.3
|
2005
Director Deferred Compensation Plan****
|
|
10.4
|
Change
in Control Agreement with Donald Mindiak*****
|
|
10.5
|
Change
in Control Agreement with James E. Collins*****
|
|
10.6
|
Change
in Control Agreement with Thomas M. Coughlin*****
|
|
10.7
|
Change
in Control Agreement with Olivia Klim*****
|
|
10.8
|
Change
in Control Agreement with Amer Saleem*****
|
|
10.9
|
Executive
Agreement with Donald Mindiak*****
|
|
10.10
|
Executive
Agreement with James E. Collins*****
|
|
10.11
|
Executive
Agreement with Thomas M. Coughlin*****
|
|
10.12
|
Executive
Agreement with Olivia Klim*****
|
|
10.13
|
Executive
Agreement with Amer Saleem*****
|
|
10.14
|
Amendment
to 2002 and 2003 Stock Option Plans******
|
|
13
|
Consolidated
Financial Statements
|
|
14
|
Code
of Ethics***
|
|
21
|
Subsidiaries
of the Company****
|
|
23
|
Consent
of Independent Registered Public Accounting Firm
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
Certification
of Principal Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32
|
Certification
of Chief Executive Officer and Principal Accounting Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
_______________________________
*
|
Incorporated
by reference to the Form 8k-12g3 filed with the Securities and Exchange
Commission on May 1, 2003.
|
**
|
Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on October 12, 2007.
|
***
|
Incorporated
by reference to the Annual Report on Form 10-K for the year ended December
31, 2004.
|
****
|
Incorporated
by reference 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.
|
*****
|
Incorporated
by reference to Exhibit 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11,
10.12 and 10.13 to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 10, 2005.
|
******
|
Incorporated
by reference to the Annual Report on Form 10-K for the year ended December
31, 2005.
|