BCB BANCORP INC - Quarter Report: 2015 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2015

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

For the transition period from to

Commission File Number: 0-50275

BCB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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

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

(201) 823-0700

(Registrant’s telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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


Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐	Smaller Reporting Company	☐

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 6, 2015, BCB Bancorp, Inc., had 10,841,627 shares of common stock, no par value, outstanding.

BCB BANCORP INC. AND SUBSIDIARIES

INDEX



	Page
PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Statements of Financial Condition as of September 30, 2015 (unaudited) and December 31, 2014		1

Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014 (unaudited)		2

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014 (unaudited)		3

Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2015 (unaudited)		4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		5
Notes to Unaudited Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		43

Item 3. Quantitative and Qualitative Disclosures about Market Risk		48

Item 4. Controls and Procedures		49

PART II. OTHER INFORMATION		50

Item 1. Legal Proceedings		50

Item 1A. Risk Factors		50

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		51

Item 3. Defaults Upon Senior Securities		51

Item 4. Mine Safety Disclosures		51

Item 5. Other Information		51

Item 6. Exhibits		51

PART I. CONSOLIDATED FINANCIAL INFORMATION

ITEM I. CONSOLIDATED FINANCIAL STATEMENTS

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

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



	September 30,		December 31,
	2015		2014

ASSETS
Cash and amounts due from depository institutions	$	10,753	$	11,202
Interest-earning deposits		85,025		20,921
Total cash and cash equivalents		95,778		32,123

Interest-earning time deposits		1,238		993
Securities available for sale		9,787		9,768
Loans held for sale		513		3,325
Loans receivable, net of allowance for loan losses of $17,690 and
$16,151, respectively		1,396,270		1,207,850
Federal Home Loan Bank of New York stock, at cost		10,711		8,830
Premises and equipment, net		15,901		14,295
Accrued interest receivable		5,158		4,454
Other real estate owned		2,113		3,485
Deferred income taxes		8,984		9,703
Other assets		8,402		7,074
Total Assets	$	1,554,855	$	1,301,900

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Non-interest bearing deposits	$	146,588	$	127,308
Interest bearing deposits		1,086,691		901,248
Total deposits		1,233,279		1,028,556
Short-term debt		-		26,000
Long-term debt		200,000		133,000
Subordinated debentures		4,124		4,124
Other Liabilities and accrued interest payable		9,251		7,968
Total Liabilities		1,446,654		1,199,648

STOCKHOLDERS' EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized,
issued and outstanding 1,697 shares of series A, B, and C 6% noncumulative perpetual
preferred stock (liquidation value $10,000 per share)		-		-
Additional paid-in capital preferred stock		16,866		13,326
Common stock; $0.064 par value; 20,000,000 shares authorized, issued 10,970,890 and
10,924,054 shares at September 30, 2015 and December 31, 2014, respectively, outstanding 8,441,627 shares and
8,393,791 shares, respectively		702		699
Additional paid-in capital common stock		93,274		92,686
Retained earnings		27,802		25,983
Accumulated other comprehensive (loss)		(1,347)		(1,337)
Treasury stock, at cost, 2,529,263 and 2,530,263 shares, at September 30, 2015 and December 31, 2014, respectively		(29,096)		(29,105)
Total Stockholders' Equity		108,201		102,252

Total Liabilities and Stockholders' Equity	$	1,554,855	$	1,301,900

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In Thousands, except for per share amounts, Unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
		2015		2014		2015		2014

Interest income:
Loans, including fees	$	17,033	$	15,286	$	49,264	$	42,848
Investments, taxable		165		309		463		2,102
Investments, non-taxable		-		3		-		28
Other interest-earning assets		18		12		45		36
Total interest income		17,216		15,610		49,772		45,014

Interest expense:
Deposits:
Demand		245		124		644		372
Savings and club		93		92		309		274
Certificates of deposit		1,681		1,066		4,184		3,207
		2,019		1,282		5,137		3,853
Borrowed money		1,654		1,274		4,805		3,799
Total interest expense		3,673		2,556		9,942		7,652

Net interest income		13,543		13,054		39,830		37,362
Provision for loan losses		70		650		1,920		2,100

Net interest income after provision for loan losses		13,473		12,404		37,910		35,262

Non-interest income:
Fees and service charges		520		627		1,553		1,659
Gain on sales of loans		1,415		360		3,328		1,367
Loss on bulk sale of impaired loans held in portfolio		-		(4,012)		-		(4,012)
Gain on sales of securities held to maturity		-		2,249		-		2,288
Gain on sale of securities available for sale		-		-		-		1,223
Other		29		26		75		63
Total non-interest income (loss)		1,964		(750)		4,956		2,588

Non-interest expense:
Salaries and employee benefits		5,941		5,274		16,782		14,777
Occupancy expense of premises		1,390		1,066		4,078		3,010
Equipment		1,572		1,474		4,678		4,172
Professional fees		421		520		827		1,543
Director fees		181		182		560		544
Regulatory assessments		328		301		868		835
Advertising		359		278		1,034		718
Other real estate owned, net		27		61		196		101
Other		1,473		770		3,816		2,248
Total non-interest expense		11,692		9,926		32,839		27,948

Income before income tax provision		3,745		1,728		10,027		9,902
Income tax provision		1,463		640		4,018		3,949

Net Income	$	2,282	$	1,088	$	6,009	$	5,953
Preferred stock dividends		254		202		657		599
Net Income available to common stockholders	$	2,028	$	886	$	5,352	$	5,354

Net Income per common share-basic and diluted
Basic	$	0.24	$	0.11	$	0.64	$	0.64
Diluted	$	0.24	$	0.11	$	0.63	$	0.64

Weighted average number of common shares outstanding
Basic		8,436		8,380		8,419		8,358
Diluted		8,453		8,413		8,441		8,399

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In Thousands, Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014


Net Income	$	2,282	$	1,088	$	6,009	$	5,953
Other comprehensive loss, net of tax:
Unrealized gains on available-for-sale securities:
Net loss on securities reclassified from held maturity to available for sale (a)		-		(58)		-		(58)
Unrealized holding gains arising during the period (b)		54		8		5		133
Less: reclassification adjustment for gains included in net income (c)		-		-		-		(721)
Benefit plans (d)		-		-		(15)		-
Other comprehensive loss		54		(50)		(10)		(646)
Comprehensive income	$	2,336	$	1,038	$	5,999	$	5,307

(a)

Represents the unrealized loss on the reclassification of held to maturity to available for sale securities. Represents an unrealized loss of $97,000 less deferred taxes of $39,000.

(b)

Represents the net change of the unrealized gain (loss) on available-for-sale securities. Represents unrealized gains of $91,000, $12,000, $8,000, and $224,000, respectively, less deferred taxes of $37,000, $4,000, $3,000 and $91,000, respectively.

(c)

Represents the sale of available-for-sale securities during the three months and nine months ended September 30, 2014, for which unrealized gains were previously reported totaling $1.2 million, less deferred taxes of $498,000. No sales of available-for-sale securities occurred during the three months and nine months ended September 30, 2015. The Consolidated Statements of Income line items impacted by these amounts are gains on sale of securities available for sale and income tax provision.

(d)

Represents the net change of unrecognized loss included in net periodic pension cost. Represents a gross change of $0, $0, $25,000,and $0 respectively, less deferred taxes of $0, $0, $10,000, and $0, respectively. The Consolidated Statements of Income line items impacted by these amounts are salaries and employee benefits and income tax provision.

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

(In Thousands, except share and per share data, Unaudited)


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

Beginning Balance at January 1, 2015	$	—	$	699	$	106,012	$	25,983	$	(29,105)	$	(1,337)	$	102,252

Proceeds from issuance of Series C preferred stock		—		—		3,540		—		—		—		3,540

Stock-based compensation expense		—		—		48		—		—		—		48

Treasury stock adjustment		—		—		—		—		9		—		9

Dividends payable on Series A, B and C 6% noncumulative perpetual preferred stock		—		—		—		(657)		—		—		(657)

Cash dividends on common stock ($0.14 per share declared)		—		—		—		(3,346)		—		—		(3,346)

Dividend Reinvestment Plan		—		—		187		(187)		—		—		—

Stock Purchase Plan		—		3		353		—		—		—		356

Net income		—		—		—		6,009		—		—		6,009
										—
Other comprehensive loss		—		—		—		—		—		(10)		(10)

Ending Balance at September 30, 2015	$	—	$	702	$	110,140	$	27,802	$	(29,096)	$	(1,347)	$	108,201



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

Beginning Balance at January 1, 2014	$	—	$	694	$	104,620	$	23,710	$	(29,093)	$	129	$	100,060

Proceeds from issuance of Series B preferred stock		—		—		770		—		—		—		770

Exercise of Stock Options (127,539 shares)		—		4		345		—		—		—		349

Stock-based compensation expense		—		—		40		—		—		—		40

Treasury Stock Purchases (884 shares)		—		—		—		—		(12)		—		(12)

Dividends payable on Series A and Series B 6% noncumulative perpetual preferred stock		—		—		—		(599)		—		—		(599)

Cash dividends on common stock ($0.12 per share in February and $0.14 per share in May and August) declared		—		—		—		(3,293)		—		—		(3,293)

Dividend Reinvestment Plan		—		—		49		(49)		—		—		—

Stock Purchase Plan		—		—		91		—		—		—		91

Net income		—		—		—		5,953		—		—		5,953

Other comprehensive loss		—		—		—		—		—		(646)		(646)

Ending Balance at September 30, 2014	$	—	$	698	$	105,915	$	25,722	$	(29,105)	$	(517)	$	102,713

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In Thousands, Unaudited)


	Nine Months Ended September 30,
	2015		2014
Cash Flows from Operating Activities :
Net Income	$	6,009	$	5,953
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment		1,573		1,101
Amortization and accretion, net		(404)		(687)
Provision for loan losses		1,920		2,100
Deferred income tax		726		2,599
Loans originated for sale		(14,284)		(18,913)
Proceeds from sale of loans originated for sale		19,554		18,170
Gain on sales of loans originated for sale		(3,328)		(1,367)
Fair value adjustment of OREO		72		-
Gain on sales of securities held to maturity		-		(2,288)
Gain on sales of securities available for sale		-		(1,223)
Loss on bulk sale of impaired loans held in portfolio		-		4,012
Stock compensation expense		48		40
Increase in interest receivable		(704)		(115)
Increase in other assets		(1,329)		(7,354)
Increase in accrued interest payable		242		10
Increase (decrease) in other liabilities		1,016		(502)
Net Cash Provided by Operating Activities		11,111		1,536
Cash flows from investing activities:
Proceeds from repayments and calls on securities held to maturity		-		10,272
Proceeds from call of securities available for sale		1,109		34
Purchases of securities held to maturity		-		(3,034)
Purchases of securities available for sale		(1,174)		-
Purchase of interest bearing time deposits		(245)		-
Proceeds from sales of securities held to maturity		-		99,246
Proceeds from sales of securities available for sale		-		1,320
Proceeds from sales of other real estate owned		1,300		200
Proceeds from bulk sale of impaired loans held in portfolio		-		10,355
Net increase in loans receivable		(189,012)		(141,854)
Additions to premises and equipment		(3,178)		(722)
Purchase/Redemption of Federal Home Loan Bank of New York stock		(1,881)		922
Net Cash Used In Investing Activities		(193,081)		(23,261)
Cash flows from financing activities:
Net increase in deposits		204,723		30,700
Proceeds from long-term debt		67,000		-
Net change in short-term debt		(26,000)		(11,000)
Purchases/adjustments of treasury stock		9		(12)
Cash dividend paid on common stock		(3,346)		(3,293)
Cash dividend paid on preferred stock		(657)		(599)
Net proceeds from issuance of common stock		356		436
Net proceeds from issuance of preferred stock		3,540		770
Exercise of stock options		-		4
Net Cash Provided by Financing Activities		245,625		17,006

Net Increase (Decrease) In Cash and Cash Equivalents		63,655		(4,719)
Cash and Cash Equivalents-Beginning		32,123		29,844

Cash and Cash Equivalents-Ending	$	95,778	$	25,125

Supplementary Cash Flow Information:
Cash paid during the year for:
Income taxes	$	2,172	$	7,750
Interest	$	9,700	$	7,642


Non-cash items:
Transfer of loans to other real estate owned	$	-	$	2,091
Reclassification of loans originated for sale to held to maturity	$	870	$	460

BCB Bancorp Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of BCB Bancorp, Inc. (the “Company”) and the Company’s wholly owned subsidiaries, BCB Community Bank (the “Bank”), BCB Holding Company Investment Company, BCB New York Asset Management, Inc. and Pamrapo Service Corporation. The Company’s business is conducted principally through the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of consolidated financial condition and results of operations. All such adjustments are of a normal recurring nature. These results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015 or any other future period. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2014, which are included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred between September 30, 2015, and the date these consolidated financial statements were issued.

Recent Accounting Pronouncements

Accounting Standards Update 2014-14: Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure

The objective of this ASU is to reduce the diversity in practice of when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan and when the related loan receivable should be derecognized and the real estate owned recognized.

This amendment clarifies that an in substance repossession or foreclosure occurs when either a) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or b) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Upon completion of either of these two events the creditor is considered to have received physical possession of residential real estate property and therefore should derecognize the loan receivable and recognize the real estate owned.

Additionally, this amendment requires interim and annual disclosure of both a) the amount of foreclosed residential real estate property held by the creditor and b) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. At September 30, 2015 the amount of foreclosed 1-4 family residential properties held by the Company was $198,000. As of September 30, 2015 the amount of 1-4 family residential loans in the process of foreclosure was $7.9 million.

Accounting Standards Update 2014-09: Revenue from Contracts with Customers (Topic 606)

ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

For a public business entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted.

An entity should apply the amendments in this ASU using one of the following two methods:

Retrospectively to each prior reporting period presented and the entity may elect any of the following practical expedients:

For completed contracts, an entity need not restate contracts that begin and end within the same annual reporting period.

For completed contracts that have variable consideration, an entity may use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods.

For all reporting periods presented before the date of initial application, an entity need not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when the entity expects to recognize that amount as revenue.

Retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:

The amount by which each financial statement line item is affected in the current reporting period by the application of this ASU as compared to the guidance that was in effect before the change.

An explanation of the reasons for significant changes.

The Company is currently evaluating the impact of ASU 2014-09 on our Consolidated Financial Statements.

Proposed Accounting Standards Update (Exposure Draft): Financial Instruments (Topic 825-15) - Credit Losses

The Board is currently in the process of redeliberating significant issues raised through feedback received from comment letters and outreach activities. FASB expects to issue this proposed accounting standards update in late 2015. An effective date has yet to be discussed.

Impairment model - The Board will continue to refine the Current Expected Credit Loss (CECL) model in the December 2012 proposed Update.

Measurement of expected credit losses - The guidance in the proposed Update regarding an entity’s estimate of expected credit losses will be clarified as follows:

1. An entity should revert to a historical average loss experience for the future periods beyond which the entity is able to make or obtain reasonable and supportable forecasts.

2. An entity should consider all contractual cash flows over the life of the related financial assets.

3. When determining the contractual cash flows and the life of the related financial assets:

An entity should consider expected prepayments

An entity should not consider expected extensions, renewals, and modifications unless the entity reasonably expects that it will execute a troubled debt restructuring with a borrower.

4. An entity’s estimate of expected credit losses should always reflect the risk of loss, even when that risk is remote. However, an entity would not be required to recognize a loss on a financial asset in which the risk of nonpayment is greater than zero yet the amount of loss would be zero.

5. In addition to using a discounted cash flow model to estimate expected credit losses, an entity would not be prohibited from developing an estimate of credit losses using loss-rate methods, probability-of-default methods, or a provision matrix using loss factors.

6. The final guidance on expected credit losses will include implementation guidance describing the factors that an entity should consider to adjust historical loss experience for current conditions and reasonable and supportable forecasts.

Accounting for purchased credit impaired (PCI) financial assets - An entity would be required to allocate to each individual financial asset the non-credit-related discount or premium resulting from acquiring a pool of PCI financial assets.

Accounting for troubled debt restructurings (TDRs) - The guidance in the proposed Update regarding the cost basis adjustment for troubled debt restructurings will be clarified to require an entity to increase the cost basis of the restructured financial asset through a corresponding increase in the entity’s allowance for expected credit losses in certain TDRs.

An entity may consider prepayment expectations and prospectively reflect an adjusted yield if prepayment speeds are different than expected. (This decision is contingent on the Board’s review of staff prepared examples illustrating this approach.)

Nonaccrual of interest income - The Board decided that the final Accounting Standards Update issued for this project will not provide guidance on when an entity ceases to accrue interest income. However, the Board decided to consider adding as pre-agenda research whether U.S. GAAP should provide nonaccrual guidance. The Company is currently evaluating the impact of this update.

Proposed Accounting Standards Update (Exposure Draft): Leases (Topic 842) - A Revision of the 2010 Proposed FASB Accounting Standards Update, Leases (Topic 840)

The FASB decided on a dual approach for lessee accounting in which a lessee will determine lease classification in accordance with the principle in existing lease requirements. Lessees would account for most existing capital or financing type leases as Type A leases and most existing operating leases as Type B leases. Both Type A and Type B leases result in the lessee recognizing a right-of-use asset and a lease liability. Type A leases will recognize amortization of the right-of-use asset separately from interest expense on the lease liability while Type B leases will recognize a single total lease expense in the income statement. The IASB decided on a single approach for lessee accounting under which the lessee would account for all leases as Type A leases. The FASB and IASB are currently deliberating the disclosure requirements under this amendment. An effective date has yet to be discussed.

Note 2 – Reclassification

Certain amounts as of December 31, 2014 and the three and nine month periods ended September 30, 2014 have been reclassified to conform to the current period’s presentation. These changes had no effect on the Company’s results of operations or financial position.

Note 3 – Pension and Other Postretirement Plans

The Company assumed, through the merger with Pamrapo Bancorp, Inc., a non-contributory defined benefit pension plan covering all eligible employees of Pamrapo Savings Bank. Effective January 1, 2010, the defined benefit pension plan (“Pension Plan”), was frozen by Pamrapo Savings Bank. All benefits for eligible participants accrued in the “Pension Plan” to the freeze date have been retained. Accordingly, no employees are permitted to commence participation in the Pension Plan and future salary increases and future years of service are not considered when computing an employee’s benefits under the Pension Plan. The Pension Plan is funded in conformity with the funding requirements of applicable government regulations. The Company also acquired through the merger with Pamrapo Bancorp, Inc. a supplemental executive retirement plan (“SERP”) in which certain former employees of Pamrapo Savings Bank are covered. A SERP is an unfunded non-qualified deferred retirement plan. Participants who retire at the age of 65 ( the “Normal Retirement Age”), are entitled to an annual retirement benefit equal to 75% of compensation reduced by their retirement plan annual benefits. Participants retiring before the Normal Retirement Age receive the same benefits reduced by a percentage based on years of service to the Company and the number of years prior to the Normal Retirement Age that participants retire.

Periodic pension and SERP cost, which is recorded as part of salaries and employee benefits expense in our Consolidated Statements of Income, is comprised of the following. (In Thousands):



	Three months ended September 30,				Nine months ended September 30,
		2015		2014		2015		2014

Pension plan:
Interest cost	$	96	$	100	$	257	$	299
Expected return on plan assets		(163)		(154)		(435)		(462)
Amortization of unrecognized loss		27		-		72		-

Net periodic pension benefit		(40)		(54)		(106)		(163)

SERP plan:
Interest cost	$	4	$	5	$	10	$	15

Net periodic postretirement cost	$	4	$	5	$	10	$	15

Note 3 – Pension and Other Postretirement Plans (Continued)

The Company, under the plan approved by its stockholders on April 28, 2011 (“2011 Stock Plan”), authorized the issuance of up to 900,000 shares of common stock of the Company pursuant to grants of stock options. Employees and directors of the Company and the Bank are eligible to participate in the 2011 Stock Plan. All stock options will be granted in the form of either "incentive" stock options or "non-qualified" stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 422 of the Internal Revenue Code. Only employees are permitted to receive incentive stock options. On March 7, 2014, a grant of 110,000 options and on January 17, 2013, a grant of 130,000 options was declared for certain members of the Board of Directors which vest at a rate of 10% per year, over ten years commencing on the first anniversary of the grant date. The exercise price was recorded as of the close of business on March 7, 2014 and January 17, 2013, respectively. There were 6,000 stock options granted to employees in the fourth quarter of 2014, which vest at a rate of 20% per year.

There was no stock option activity in the nine months ended September 30, 2015.


	Number of Option
	Shares		Range of Exercise Prices		Weighted Average Exercise Price

Outstanding at December 31, 2014	289,720	$	8.93-15.65	$	11.18

Options granted	-		0		0.00
Options exercised	-		0		0.00
Options forfeited	-		0		0.00
Options expired	-		0.00

Outstanding at September 30, 2015	289,720	$	8.93-15.65	$	11.18

As of September 30, 2015, stock options which were granted and were exercisable totaled 78,720 stock options.

It is Company policy to issue new shares upon share option exercise. Expected future compensation expense relating to the 215,500 shares underlying unexercised options outstanding as of September 30, 2015 was $553,613 over a weighted average period of 7.76 years.



	Number of Option
	Shares		Range of Exercise Prices		Weighted Average Exercise Price

Outstanding at December 31, 2013	344,128	$	8.93-18.41	$	11.09

Options granted	110,000		13.32		13.32
Options exercised	(127,539)		8.93-11.84		11.56
Options forfeited	(42,569)		8.93-29.25		15.03
Options expired	(300)		15.60

Outstanding at September 30, 2014	283,720	$	8.93-15.65	$	11.16

As of September 30, 2014, stock options which are granted and were exercisable totaled 53,220 stock options.

It is Company policy to issue new shares upon share option exercise. Expected future compensation expense relating to the unvested options outstanding as of September 30, 2014 was $474,819 over a weighted average period of 8.84 years.

Note 4 – Net Income per Common Share

Basic net income per common share is computed by dividing net income less dividends on preferred stock by the weighted average number of shares of common stock outstanding. The diluted net income per common share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effects of outstanding stock options, if dilutive, using the treasury stock method. Dilution is not applicable in periods of net loss. For the three months and nine months ended September 30, 2015 and 2014, the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. No adjustments to net income were necessary in calculating basic and diluted net income per share. For the three months ended September 30, 2015 and 2014, the weighted average number of outstanding options considered to be anti-dilutive were 127,000 and 121,458 respectively, and for the nine months ended September 30, 2015 and 2014, the weighted average number of outstanding options considered to be anti-dilutive were 127,000 and 128,125, respectively.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:



	For the Three Months Ended September 30,
	2015					2014
		Income	Shares		Per Share		Income	Shares		Per Share
		(Numerator)	(Denominator)		Amount		(Numerator)	(Denominator)		Amount
	(In Thousands, Except per share data)

Net income available to common stockholders	$	2,028				$	886

Basic earnings per share-
Income available to
Common stockholders	$	2,028	8,436	$	0.24	$	886	8,380	$	0.11


Effect of dilutive securities:
Stock options		-	17				-	33

Diluted earnings per share-
Income available to
Common stockholders	$	2,028	8,453	$	0.24	$	886	8,413	$	0.11



	For the Nine Months Ended September 30,
	2015					2014
		Income	Shares		Per Share		Income	Shares		Per Share
		(Numerator)	(Denominator)		Amount		(Numerator)	(Denominator)		Amount
	(In Thousands, Except per share data)

Net income available to common stockholders	$	5,352				$	5,354

Basic earnings per share-
Income available to
Common stockholders	$	5,352	8,419	$	0.64	$	5,354	8,358	$	0.64


Effect of dilutive securities:
Stock options		-	22				-	41

Diluted earnings per share-
Income available to
Common stockholders	$	5,352	8,441	$	0.63	$	5,354	8,399	$	0.64

Note 5 – Securities Available for Sale

The following tables present by maturity the amortized cost, gross unrealized gains and losses on, and fair value of, securities available for sale as of September 30, 2015 and December 31, 2014:



	September 30, 2015
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
	(In Thousands)
Residential mortgage-backed securities:
Due after five years through ten years	$	3,435	$	56	$	42	$	3,449
Due after ten years		6,274		108		44		6,338
	$	9,709	$	164	$	86	$	9,787



	December 31, 2014
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
	(In Thousands)
Residential mortgage-backed securities:
Due after five years through ten years	$	3,485	$	32	$	60	$	3,457
Due after ten years		6,213		140		42		6,311
	$	9,698	$	172	$	102	$	9,768

The unrealized losses, categorized by the length of time of continuous loss position, and fair value of related securities available for sale were as follows:



	Less than 12 Months				More than 12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(In Thousands)
September 30, 2015
Residential mortgage-backed securities	$	-	$	-	$	3,752	$	86	$	3,752	$	86

	$	-	$	-	$	3,752	$	86	$	3,752	$	86

December 31, 2014
Residential mortgage-backed securities	$	1,435	$	5	$	2,750	$	97	$	4,185	$	102

	$	1,435	$	5	$	2,750	$	97	$	4,185	$	102

Our investment portfolio is reviewed each quarter for indications of other-than temporary impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the amortized cost, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and our intent and ability to hold the investment for a period of time sufficient to allow for full recovery of the unrealized loss. We evaluate our intent and ability to hold securities based upon our investment strategy for the particular type of security and our cash flow needs, liquidity position, capital adequacy and interest rate risk position. Management does not believe that any of the unrealized losses as of September 30, 2015, (which are related to three residential mortgage-backed securities) represent an other-than-temporary impairment as they are primarily related to market interest rates and not related to the underlying credit quality of the issuers of the securities as all these securities were issued by U.S. Agencies, including FNMA, FHLMC and GNMA. Additionally, the Company has the ability, and management has the intent, to hold such securities for the time necessary to recover cost and does not have the intent to sell the securities, and it is more likely than not that it will not have to sell the securities before recovery of their cost.

Note 6 - Loans Receivable and Allowance for Loan Losses

The following table presents the recorded investment in loans receivable as of September 30, 2015 and December 31, 2014 by segment and class:



	September 30, 2015		December 31, 2014
		(In Thousands)
Originated loans:
Residential one-to-four family	$	140,032	$	124,642
Commercial and multi-family		915,099		732,791
Construction		83,900		73,497
Commercial business(1)		60,543		54,244
Home equity(2)		31,713		30,175
Consumer		2,000		2,178

Sub-total		1,233,287		1,017,527

Acquired loans recorded at fair value:
Residential one-to-four family		72,401		81,051
Commercial and multi-family		83,186		95,191
Construction		-		-
Commercial business(1)		4,554		6,381
Home equity(2)		19,728		22,698
Consumer		437		652

Sub-total		180,306		205,973

Acquired loans with deteriorated credit:
Residential one-to-four family		1,571		1,595
Commercial and multi-family		1,113		1,130
Construction		-		-
Commercial business(1)		167		369
Home equity(2)		75		82
Consumer		-		-
Sub-total		2,926		3,176

Total Loans		1,416,519		1,226,676

Less:
Deferred loan fees, net		(2,559)		(2,675)
Allowance for loan losses		(17,690)		(16,151)

		(20,249)		(18,826)

Total Loans, net	$	1,396,270	$	1,207,850

_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

Allowance for Loan Losses

Management reviews the adequacy of the allowance on at least a quarterly basis to ensure that the provision for loan losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is adequate based on management’s assessment of probable estimated losses. The Company’s methodology for assessing the adequacy of the allowance for loan losses consists of several key elements. These elements include a general allocated reserve for performing impaired loans, a specific reserve for impaired loans and an unallocated portion.

The Company consistently applies the following comprehensive methodology. During the quarterly review of the allowance for loan losses, the Company considers a variety of qualitative factors that include:

General economic conditions.

Trends in charge-offs.

Trends and levels of delinquent loans.

Trends and levels of non-performing loans, including loans over 90 days delinquent.

Trends in volume and terms of loans.

Levels of allowance for specific classified loans.

Credit concentrations.

The methodology includes the segregation of the loan portfolio into two divisions. Loans that are performing and loans that are impaired. Loans which are performing are evaluated homogeneously by loan class or loan type. The allowance for performing loans is evaluated based on historical loan loss experience, including consideration of peer loss analysis, with an adjustment for qualitative factors referred to above. Impaired loans are loans which are more than 90 days delinquent, troubled debt restructured, or contractual principal and interest collections are not expected to be received. These loans are individually evaluated for loan loss either by current appraisal, or net present value of cash flows, and assigned a specific reserve when it is probable that we will be unable to collect all amounts due (interest and principal) in accordance with the contractual terms of the loan agreement. Management reviews the overall estimate for feasibility and bases the loan loss provision accordingly.

The loan portfolio is segmented into the following loan classes, where the risk level for each class is analyzed when determining the allowance for loan losses:

Residential one-to-four family real estate loans. These loans involve certain risks such as interest rate risk and risk of non-repayment. Adjustable-rate residential family real estate loans decreases the interest rate risk to the Company that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. Repayment risk may be affected by a number of factors including, but not necessarily limited to, job loss, divorce, illness and personal bankruptcy of the borrower.

Commercial and multi-family real estate loans. These loans entail significant additional risks as compared with residential real estate loans. Such loans typically involve large loan balances to single borrowers or groups of related borrowers. The payment experience on such loans is typically dependent on the successful operation of the real estate project. The success of such projects is sensitive to changes in supply and demand conditions in the market for commercial real estate as well as economic conditions generally.

Construction loans. These loans are generally considered to be high risk due to the concentration of principal in a limited number of loans and borrowers and the effects of the general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally difficult to evaluate and monitor. In addition, speculative construction loans to a builder are not necessarily pre-sold and thus pose a greater potential risk to the Company than construction loans to individuals on their personal residence.

Commercial business loans. These types of loans which include lines of credit, are generally considered higher risk due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on the business. Commercial business loans are primarily secured by inventories and other business assets. In most cases, any repossessed collateral for a defaulted commercial business loans will not provide an adequate source of repayment of the outstanding loan balance.

Home Equity Loans. Home equity lending entails certain risks such as interest rate risk and risk of non-repayment. The marketability of the underlying property may be adversely affected by higher interest rates, decreasing the collateral securing the loan. Repayment risk can be affected by job loss, divorce, illness and personal bankruptcy of the borrower. Home equity line of credit lending entails securing an equity interest in the borrower’s home. In many cases, the Company’s position in these loans is as a junior lien holder to another institution’s superior lien. This type of lending is often priced on an adjustable rate basis with the rate set at or above a predefined index. Adjustable-rate loans decreases the interest rate risk to the Company that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default.

Other consumer loans. Other consumer loans generally have more credit risk because of the type and nature of the collateral and, in certain cases, the absence of collateral. Consumer loans generally have shorter terms and higher interest rates than other lending. In addition, consumer lending collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely effected by job loss, divorce, illness and personal bankruptcy. In most cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan.

Acquired loans. For acquired loans that have been added to portfolio via our purchase of banks are recorded at fair value with no carryover of a related allowance for loan losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest.

We have acquired loans in two separate acquisitions.(Pamrapo Savings Bank in 2010 “Pamrapo” and Allegiance Community Bank in 2011 “Allegiance”) For each acquisition, we reviewed all acquired loans and considered the following factors as indicators that such acquired loan had evidence of deterioration in credit quality and was therefore in the scope of Accounting Standards Codification (“ASC”) 310-30:

Loans that were 90 days or more past due,

Loans that had an internal risk rating of substandard or worse. Substandard is consistent with regulatory definitions and is defined as having a well defined weakness that jeopardizes liquidation of the loan,

Loans that were classified as nonaccrual by the acquired bank at the time of acquisition, or,

Loans that had been previously modified in a troubled debt restructuring.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

Any acquired loans that were not individually in the scope of ASC 310-30 because they did not meet the criteria above were accounted for under ASC 310-20 (Nonrefundable fees and other costs.) Charge-offs of the principal amount on acquired loans accounted for under ASC 310-20 would be charged off against the allowance for loan losses.

Acquired loans accounted for under ASC 310-30

We performed a fair market valuation on each of the loans and each loan was recorded at a discount which includes the establishment of an associated “Credit Mark” reducing the carrying value of that loan to its fair value at the time of acquisition. We determined that at least part of the discount on the acquired loans was attributable to credit quality by reference to the valuation model used to estimate the fair value of the loans. The valuation model incorporated lifetime expected credit losses into the loans’ fair valuation in consideration of factors such as evidence of credit deterioration since origination and the amounts of contractually required principal and interest that we did not expect to collect as of the acquisition date. The excess of expected cash flows from acquired loans over the estimated fair value of acquired loans at acquisition is referred to as the accretable discount and is recognized into interest income over the remaining life of the acquired loans using the interest method. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable discount. The nonaccretable discount represents estimated future credit losses expected to be incurred over the life of the acquired loans.

Subsequent decreases to the expected cash flows require us to evaluate the need for an addition to the allowance for loan losses. Subsequent improvements in expected cash flows result in the reversal of a corresponding amount of the nonaccretable discount which we then reclassify as accretable discount that is recognized into interest income over the remaining life of the loan using the interest method. Our evaluation of the amount of future cash flows that we expect to collect takes into account actual credit performance of the acquired loans to date and our best estimates for the expected lifetime credit performance of the loans using currently available information. Charge-offs of the principal amount on acquired loans would be first applied to the nonaccretable discount portion of the fair value adjustment. To the extent that we experience a deterioration in credit quality in our expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on our estimate of future credit losses over the remaining life of the loans.

In accordance with ASC 310-30, recognition of income is dependent on having a reasonable expectation about the timing and amount of cash flows expected to be collected. We perform such an evaluation on a quarterly basis on our acquired loans individually accounted for under ASC 310-30. Cash flows for acquired loans individually accounted for under ASC 310-30 are estimated on a quarterly basis. Based on this evaluation, a determination is made as to whether or not we have a reasonable expectation about the timing and amount of cash flows. Such an expectation includes cash flows from normal customer repayment, foreclosure or other collection efforts. To the extent that we cannot reasonably estimate cash flows, interest income recognition is discontinued.

The Company also maintains an unallocated allowance. The unallocated allowance is used to cover any factors or conditions which may cause a potential loan loss but are not specifically identifiable. It is prudent to maintain an unallocated portion of the allowance because no matter how detailed an analysis of potential loan losses is performed, these estimates lack some element of precision. Management must make estimates using assumptions and information that is often subjective and changing rapidly. In addition, as an integral part of their examination process, the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance will periodically review the allowance for loan losses and may require us to adjust the allowance based on their analysis of information available to it at the time of its examination.

Classified Assets. The Company’s 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, or a portion thereof, 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.

When the Company classifies problem loans, it may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. A portion of general loss allowances established to cover possible losses related to assets classified as substandard or doubtful may be included in determining our regulatory capital. Specific valuation allowances for loan losses generally do not qualify as regulatory capital. As of September 30, 2015, we had $34.9 million in loans classified as substandard, $17.7 million in loans classified as special mention and no loans classified as doubtful or loss. 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 provided timely, or the collateral underlying the loan was in the process of being revalued.

The current methodology for this calculation is determined with the Company’s specific Historical Loss Percentage (“HLP”) for each loan class, using two years of prior Company data (or eight quarters). The relative weights of prior quarters are decayed logarithmically and are further adjusted based on the trend of the historical loss percentage at the time. Also, instead of applying consistent percentages to each of the credit risk grades, the current methodology applies a higher factor to classified loans based on a delinquency risk trend and concentration risk trend by using the past due and non-accrual loans as a percentage of the specific loan category.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the activity in the Company’s allowance for loan losses for the three months ended September 30, 2015. The table also details the amount of total loans receivable, loans receivable that are evaluated individually and collectively for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class, as of September 30, 2015. (In Thousands):


	Residential			Commercial & Multi-family	Construction		Commercial Business (1)		Home Equity (2)		Consumer		Unallocated		Total
Allowance for loan losses:

Originated Loans:	$	2,168	$	11,446	$	1,136	$	1,392	$	318	$	722	$	163	$	17,345
Acquired loans recorded at fair value:		180		75		-		-		31		-		-		286
Acquired loans with deteriorated credit:		54		20		-		4		3		-		-		81
Beginning Balance, June 30, 2015		2,402		11,541		1,136		1,396		352		722		163		17,712

Charge-offs:
Originated Loans:		-		-		-		50		-		-		-		50
Acquired loans recorded at fair value:		5		-		-		-		38		-		-		43
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Sub-total:		5		-		-		50		38		-		-		93

Recoveries:
Originated Loans:		-		-		-		-		-		-		-		-
Acquired loans recorded at fair value:		-		-		-		-		1		-		-		1
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Sub-total:		-		-		-		-		1		-		-		1

Provisions:
Originated Loans:		246		(401)		(154)		111		73		68		(37)		(94)
Acquired loans recorded at fair value:		116		9		-		-		39		-		-		164
Acquired loans with deteriorated credit:		1		(1)		-		-		-		-		-		-
Sub-total:		363		(393)		(154)		111		112		68		(37)		70

Totals:
Originated Loans:		2,414		11,045		982		1,453		391		790		126		17,201
Acquired loans recorded at fair value:		291		84		-		-		33		-		-		408
Acquired loans with deteriorated credit:		55		19		-		4		3		-		-		81
Ending Balance, September 30, 2015	$	2,760	$	11,148	$	982	$	1,457	$	427	$	790	$	126	$	17,690

Loans Receivable:

Ending Balance Originated Loans:	$	140,032	$	915,099	$	83,900	$	60,543	$	31,713	$	2,000	$	-	$	1,233,287
Ending Balance Acquired loans recorded at fair value:		72,401		83,186		-		4,554		19,728		437		-		180,306
Ending Balance Acquired loans with deteriorated credit:		1,571		1,113		-		167		75		-		-		2,926
Total Gross Loans:	$	214,004	$	999,398	$	83,900	$	65,264	$	51,516	$	2,437	$	-	$	1,416,519

Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:	$	10,730	$	16,700	$	-	$	4,395	$	1,472	$	1,463	$	-	$	34,760
Ending Balance Acquired loans recorded at fair value:		10,376		6,910		-		-		1,097		-		-		18,383
Ending Balance Acquired loans with deteriorated credit:		1,571		868		-		167		75		-		-		2,681
Ending Balance Loans individually evaluated
for impairment:	$	22,677	$	24,478	$	-	$	4,562	$	2,644	$	1,463	$	-	$	55,824

Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:	$	129,302	$	898,399	$	83,900	$	56,148	$	30,241	$	537	$	-	$	1,198,527
Ending Balance Acquired loans recorded at fair value:		62,025		76,276		-		4,554		18,631		437		-		161,923
Ending Balance Acquired loans with deteriorated credit:		-		245		-		-		-		-		-		245
Ending Balance Loans collectively evaluated
for impairment:	$	191,327	$	974,920	$	83,900	$	60,702	$	48,872	$	974	$	-	$	1,360,695
_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the activity in the Company’s allowance for loan losses for the nine months ended September 30, 2015, and the related portion of the allowance for loan losses that is allocated to each loan class. (In Thousands):


	Residential			Commercial & Multi-family	Construction		Commercial Business (1)		Home Equity (2)		Consumer		Unallocated		Total
Allowance for loan losses:

Originated Loans:	$	2,364	$	10,028	$	1,080	$	876	$	333	$	449	$	121	$	15,251
Acquired loans recorded at fair value:		417		102		-		-		58		-		-		577
Acquired loans with deteriorated credit:		64		23		-		233		3		-		-		323
Beginning Balance, December 31, 2014		2,845		10,153		1,080		1,109		394		449		121		16,151

Charge-offs:
Originated Loans:		-		10		-		72		-		-		-	-	82
Acquired loans recorded at fair value:		67		-		-		-		106		-		-	-	173
Acquired loans with deteriorated credit:		-		-		-		199		-		-		-	-	199
Sub-total:		67		10		-		271		106		-		-		454

Recoveries:
Originated Loans:		-		70		-		-		-		-		-		70
Acquired loans recorded at fair value:		-		-		-		-		3		-		-		3
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Sub-total:		-		70		-		-		3		-		-		73

Provisions:
Originated Loans:		50		957		(98)		649		58		341		5		1,962
Acquired loans recorded at fair value:		(59)		(18)		-		-		78		-		-		1
Acquired loans with deteriorated credit:		(9)		(4)		-		(30)		-		-		-		(43)
Sub-total:		(18)		935		(98)		619		136		341		5		1,920

Totals:
Originated Loans:		2,414		11,045		982		1,453		391		790		126		17,201
Acquired loans recorded at fair value:		291		84		-		-		33		-		-		408
Acquired loans with deteriorated credit:		55		19		-		4		3		-		-		81
Ending Balance, September 30, 2015	$	2,760	$	11,148	$	982	$	1,457	$	427	$	790	$	126	$	17,690
_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the activity in the Company’s allowance for loan losses for the year ended December 31, 2014. The table also details the amount of total loans receivable that are evaluated individually and collectively for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class, as of December 31, 2014. (In Thousands):



				Commercial &			Commercial		Home
	Residential			Multi-family	Construction		Business (1)		equity (2)		Consumer		Unallocated		Total
Allowance for credit losses:

Originated Loans:	$	1,729	$	7,419	$	700	$	1,295	$	363	$	3	$	83	$	11,592
Acquired loans recorded at fair value:		832		1,744		1		44		129		-		-		2,750
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Beginning Balance, December 31, 2013		2,561		9,163		701		1,339		492		3		83		14,342

Charge-offs:
Originated Loans:		-		388		-		208		27		-		-	-	623
Acquired loans recorded at fair value:		28		755		-		-		29		2		-	-	814
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-	-	-
Sub-total:		28		1,143		-		208		56		2		-		1,437

Recoveries:
Originated Loans:		-		125		-		174		-		-		-		299
Acquired loans recorded at fair value:		-		73		65		-		6		3		-		147
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Sub-total:		-		198		65		174		6		3		-		446

Provisions:
Originated Loans:		635		2,872		380		(385)		(3)		446		38		3,983
Acquired loans recorded at fair value:		(387)		(960)		(66)		(44)		(48)		(1)		-		(1,506)
Acquired loans with deteriorated credit:		64		23		-		233		3		-		-		323
Sub-total:		312		1,935		314		(196)		(48)		445		38		2,800

Totals:
Originated Loans:		2,364		10,028		1,080		876		333		449		121		15,251
Acquired loans recorded at fair value:		417		102		-		-		58		-		-		577
Acquired loans with deteriorated credit:		64		23		-		233		3		-		-		323
Ending Balance, December 31, 2014	$	2,845	$	10,153	$	1,080	$	1,109	$	394	$	449	$	121	$	16,151
Loans Receivables:

Ending Balance Originated Loans:	$	124,642	$	732,791	$	73,497	$	54,244	$	30,175	$	2,178	$	-	$	1,017,527
Ending Balance Acquired Loans:		81,051		95,191		-		6,381		22,698		652		-		205,973
Ending Balance Acquired loans with deteriorated credit:		1,595		1,130		-		369		82		-		-		3,176
Total Gross Loans:	$	207,288	$	829,112	$	73,497	$	60,994	$	52,955	$	2,830		-	$	1,226,676

Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:	$	12,044	$	9,522	$	-	$	4,935	$	1,086	$	1,851	$	-	$	29,438
Ending Balance Acquired Loans:		9,783		6,377		-		-		1,164		-		-		17,324
Ending Balance Acquired loans with deteriorated credit:		1,595		877		-		369		82		-		-		2,923
Ending Balance Loans individually evaluated
for impairment:	$	23,422	$	16,776	$	-	$	5,304	$	2,332	$	1,851	$	-	$	49,685

Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:	$	112,598	$	723,269	$	73,497	$	49,309	$	29,089	$	327	$	-	$	988,089
Ending Balance Acquired Loans:		71,268		88,814		-		6,381		21,534		652		-		188,649
Ending Balance Acquired loans with deteriorated credit:		-		253		-		-		-		-		-		253
Ending Balance Loans collectively evaluated
for impairment:	$	183,866	$	812,336	$	73,497	$	55,690	$	50,623	$	979	$	-	$	1,176,991

________

(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the activity in the Company’s allowance for loan losses for the three months ended September 30, 2014. The table also details the amount of total loans receivable that are evaluated individually and collectively for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class, as of September 30, 2014 (In Thousands):


	Residential			Commercial & Multi-family	Construction		Business (1)		Equity (2)		Consumer		Unallocated		Total
Allowance for credit losses:

Originated Loans:	$	2,334	$	8,380	$	668	$	911	$	522	$	132	$	343	$	13,290
Acquired loans recorded at fair value:		626		696		-		-		61		6		-		1,389
Acquired loans with deteriorated credit:		63		81		-		126		3		-		-		273
Beginning Balance, June 30, 2014		3,023		9,157		668		1,037		586		138		343		14,952

Charge-offs:
Originated Loans:		-	-	80		-		44	-	-	-	-	-	-	-	124
Acquired loans recorded at fair value:		-	-	234		-		-	-	-	-	-	-	-	-	234
Acquired loans with deteriorated credit:		-	-	-		-		-	-	-	-	-	-	-	-	-
Sub-total:		-		314		-		44		-		-		-		358

Recoveries:
Originated Loans:		-		125		-		22		-		-		-		147
Acquired loans recorded at fair value:		-		-		-		-		-		2		-		2
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Sub-total:		-		125		-		22		-		2		-		149

Provisions:
Originated Loans:		(619)		1,352		556		(105)		(159)		(3)		(205)		817
Acquired loans recorded at fair value:		(73)		(230)		-		-		60		(8)		-		(251)
Acquired loans with deteriorated credit:		1		(11)		-		94		-		-		-		84
Sub-total:		(691)		1,111		556		(11)		(99)		(11)		(205)		650

Totals:
Originated Loans:		1,715		9,777		1,224		784		363		129		138		14,130
Acquired loans recorded at fair value:		553		232		-		-		121		-		-		906
Acquired loans with deteriorated credit:		64		70		-		220		3		-		-		357
Ending Balance, September 30, 2014	$	2,332	$	10,079	$	1,224	$	1,004	$	487	$	129	$	138	$	15,393

Loans Receivable:

Ending Balance Originated Loans:	$	117,916	$	669,472	$	64,996	$	52,997	$	29,686	$	1,576	$	-	$	936,643
Ending Balance Acquired loans recorded at fair value:		89,437		101,599		-		7,154		24,299		715		-		223,204
Ending Balance Acquired loans with deteriorated credit:		1,572		1,136		-		369		84		-		-		3,161
Total Gross Loans:	$	208,925	$	772,207	$	64,996	$	60,520	$	54,069	$	2,291	$	-	$	1,163,008

Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:	$	11,007	$	9,110	$	-	$	2,046	$	1,029	$	1,320	$	-	$	24,512
Ending Balance Acquired loans recorded at fair value:		10,749		6,781		-		-		1,545		-		-		19,075
Ending Balance Acquired loans with deteriorated credit:		1,572		880		-		369		84		-		-		2,905
Ending Balance Loans individually evaluated
for impairment:	$	23,328	$	16,771	$	-	$	2,415	$	2,658	$	1,320	$	-	$	46,492

Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:	$	106,909	$	660,362	$	64,996	$	50,951	$	28,657	$	256	$	-	$	912,131
Ending Balance Acquired loans recorded at fair value:		78,688		94,818		-		7,154		22,754		715		-		204,129
Ending Balance Acquired loans with deteriorated credit:		-		256		-		-		-		-		-		256
Ending Balance Loans collectively evaluated
for impairment:	$	185,597	$	755,436	$	64,996	$	58,105	$	51,411	$	971	$	-	$	1,116,516
_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

__________

(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the activity in the Company’s allowance for loan losses for nine months ended September 30, 2014, and the related portion of the allowance for loan losses that is allocated to each loan class. (In Thousands):




								Commercial		Home
	Residential			Commercial & Multi-family	Construction		Business (1)			Equity (2)	Consumer		Unallocated		Total
Allowance for credit losses:

Originated Loans:	$	1,729	$	7,419	$	700	$	1,295	$	363	$	3	$	83	$	11,592
Acquired loans recorded at fair value:		832		1,744		1		44		129		-		-		2,750
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Beginning Balance, December 31, 2013		2,561		9,163		701		1,339		492		3		83		14,342

Charge-offs:
Originated Loans:		-	-	388		-	-	170	-	27	-	-	-	-	-	585
Acquired loans recorded at fair value:		-	-	755		-	-	-	-	-	-	2	-	-	-	757
Acquired loans with deteriorated credit:		-	-	-		-	-	-	-	-	-	-	-	-	-	-
Sub-total:		-		1,143		-		170		27		2		-		1,342

Recoveries:
Originated Loans:		-		125		-		22		-		-		-		147
Acquired loans recorded at fair value:		-		73		65		-		6		2		-		146
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-		-
Sub-total:		-		198		65		22		6		2		-		293

Provisions:
Originated Loans:		(14)		2,621		524		(363)		27		126		55		2,976
Acquired loans recorded at fair value:		(279)		(830)		(66)		(44)		(14)		-		-		(1,233)
Acquired loans with deteriorated credit:		64		70		-		220		3		-		-		357
Sub-total:		(229)		1,861		458		(187)		16		126		55		2,100

Totals:
Originated Loans:		1,715		9,777		1,224		784		363		129		138		14,130
Acquired loans recorded at fair value:		553		232		-		-		121		-		-		906
Acquired loans with deteriorated credit:		64		70		-		220		3		-		-		357
Ending Balance, September 30, 2014	$	2,332	$	10,079	$	1,224	$	1,004	$	487	$	129	$	138	$	15,393

_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The table below sets forth the amounts and types of non-accrual loans in the Company’s loan portfolio as of September 30, 2015 and December 31, 2014. Loans are placed on non-accrual status when they become more than 90 days delinquent, or when the collection of principal and/or interest become doubtful. As of September 30, 2015 and December 31, 2014, total non-accrual loans differed from the amount of total loans past due greater than 90 days due to troubled debt restructuring of loans which are maintained on non-accrual status for a minimum of six months and until the borrower has demonstrated its ability to satisfy the terms of the restructured loan.



		As of September 30, 2015		As of December 31, 2014
		(In Thousands)		(In Thousands)
Non-Accruing Loans:

Originated loans:
Residential one-to-four family	$	2,413	$	2,893
Commercial and multi-family		9,812		8,386
Construction		-		-
Commercial business(1)		1,002		258
Home equity(2)		709		334
Consumer		-		-

Sub-total:	$	13,936	$	11,871

Acquired loans recorded at fair value:
Residential one-to-four family	$	5,503	$	4,786
Commercial and multi-family		3,090		1,969
Construction		-		-
Commercial business(1)		-		-
Home equity(2)		355		527
Consumer		-		-

Sub-total:	$	8,948	$	7,282

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-
Commercial and multi-family		-		-
Construction		-		-
Commercial business(1)		167		369
Home equity(2)		75		82
Consumer		-		-

Sub-total:	$	242	$	451

Total	$	23,126	$	19,604

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6-Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes the average recorded investment and interest income recognized on impaired loans with no related allowance recorded by portfolio class for the three and nine months ended September 30, 2015 and 2014. (In Thousands):




		Three Months Ended September 30,								Nine Months Ended September 30,
		2015		2015		2014		2014		2015		2015		2014		2014

		Average		Interest		Average		Interest		Average		Interest		Average		Interest
		Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
Originated loans		Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
With no related allowance recorded:

Residential one-to-four family	$	3,424	$	30	$	6,494	$	95	$	2,949	$	91	$	4,468	$	285
Commercial and Multi-family		10,265		111		8,312		13		9,228		334		6,670		39
Construction		-		-		-		-		-		-		-		-
Commercial business(1)		2,463		34		1,023		25		2,543		102		1,604		76
Home equity(2)		1,238		9		423		6		1,008		26		416		16
Consumer		-		-		-		-		-		-		-		-

Sub-total:	$	17,390	$	184	$	16,252	$	139	$	15,728	$	553	$	13,158	$	416


Acquired loans recorded at fair value
With no related allowance recorded:

Residential one-to-four family	$	7,650	$	47	$	6,304	$	12	$	6,583	$	141	$	5,690	$	37
Commercial and Multi-family		4,674		48		6,626		61		4,724		145		5,439		183
Construction		-		-		-		-		-		-		-		-
Commercial business(1)		-		-		-		-		-		-		-		-
Home equity(2)		731		8		743		4		767		23		774		11
Consumer		-		-		1		-		-		-		2		-

Sub-total	$	13,055	$	103	$	13,674	$	77	$	12,074	$	309	$	11,905	$	231

Acquired loans with deteriorated credit
With no related allowance recorded:

Residential one-to-four family	$	1,486	$	30	$	1,492	$	5	$	1,490	$	90	$	1,708	$	16
Commercial and Multi-family		870		8		1,245		13		871		23		1,435		40
Construction		-		-		-		-		-		-		-		-
Commercial business(1)		84		-		-		2		120		-		124		-
Home equity(2)		76		-		85		-		77		-		86		5
Consumer		-		-		-		-		-		-		-		-

Sub-total:	$	2,516	$	38	$	2,822	$	20	$	2,558	$	113	$	3,353	$	61

Total Impaired Loans
With no related allowance recorded:	$	32,961	$	325	$	32,748	$	236	$	30,360	$	975	$	28,416	$	708

__________

(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6-Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes the average recorded investment and interest income recognized on impaired loans with allowance recorded by portfolio class for the three and nine months ended September 30, 2015 and 2014. (In Thousands):




		Three Months Ended September 30,								Nine Months Ended September 30,
		2015		2015		2014		2014			2015		2015		2014		2014

		Average		Interest		Average		Interest			Average		Interest		Average		Interest
		Recorded		Income		Recorded		Income			Recorded		Income		Recorded		Income
Originated loans		Investment		Recognized		Investment		Recognized			Investment		Recognized		Investment		Recognized
with an allowance recorded:

Residential one-to-four family	$	7,064	$	76	$	3,365	$	16	$		7,620	$	229	$	2,718	$	47
Commercial and Multi-family		3,907		-		2,763		-			3,543		-		3,592		-
Construction		-		-		-		-			-		-		-		-
Commercial business(1)		2,159		23		-		-			2,200		68		368		-
Home equity(2)		196		1		748		5			313		2		642		15
Consumer		1,463		-		1,183		-			1,532		-		789		-

Sub-total:	$	14,789	$	100	$	8,059	$	21	$		15,208	$	299	$	8,109	$	62


Acquired loans recorded at fair value
with an allowance recorded:

Residential one-to-four family	$	2,710	$	32	$	5,715	$	51	$		3,503	$	97	$	5,632	$	154
Commercial and Multi-family		2,276		20		2,980		7			2,236		60		5,443		22
Construction		-		-		-		-			-		-		-		-
Commercial business(1)		-		-		-		-			-		-		-		-
Home equity(2)		298		5		340		4			317		13		435		12
Consumer		-		-		-		-			-		-		-		-

Sub-total	$	5,284	$	57	$	9,035	$	62	$		6,056	$	170	$	11,510	$	188

Acquired loans with deteriorated credit
with an allowance recorded:

Residential one-to-four family	$	89	$	2	$	91	$	1	$		89	$	5	$	61	$	3
Commercial and Multi-family		-		-		-		1			-		-		-		3
Construction		-		-		-		-			-		-		-		-
Commercial business(1)		84		-		370		1			56		-		247		2
Home equity(2)		-		-		-		-			-		-		-		-
Consumer		-		-		-		-			-		-		-		-

Sub-total:	$	173	$	2	$	461	$	3	$		145	$	5	$	308	$	8

Total Impaired Loans
with an allowance recorded:	$	20,246	$	159	$	17,555	$	86	$		21,409	$	474	$	19,927	$	258

__________

(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6-Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes the recorded investment and unpaid principal balances where there is no related allowance on impaired loans by portfolio class at

September 30, 2015 and December 31, 2014. (In Thousands):



		As of September 30, 2015						As of December 31, 2014
		Recorded		Unpaid Principal		Related		Recorded		Unpaid Principal		Related
Originated loans		Investment		Balance		Allowance		Investment		Balance		Allowance
with no related allowance recorded:

Residential one-to-four family	$	3,683	$	3,745	$	-	$	2,809	$	2,825	$	-
Commercial and multi-family		13,009		13,170		-		7,202		7,639		-
Construction		-		-		-		-		-		-
Commercial business(1)		2,339		2,928		-		3,336		3,336		-
Home equity(2)		1,282		1,306		-		537		550		-
Consumer		-		-		-		-		-		-

Sub-total:	$	20,313	$	21,149	$	-	$	13,884	$	14,350	$	-

Acquired loans recorded at fair
value with no related allowance
recorded:

Residential one-to-four family	$	8,069	$	8,473	$	-	$	4,696	$	4,849	$	-
Commercial and Multi-family		4,499		4,582		-		5,002		5,060		-
Construction		-		-		-		-		-		-
Commercial business(1)		-		-		-		-		-		-
Home equity(2)		830		879		-		612		626		-
Consumer		-		-		-		-		-		-

Sub-total:	$	13,398	$	13,934	$	-	$	10,310	$	10,535	$	-

Acquired loans with deteriorated
credit with no related allowance
recorded:

Residential one-to-four family	$	1,482	$	2,109	$	-	$	1,505	$	2,133	$	-
Commercial and Multi-family		868		1,018		-		877		1,034		-
Construction		-		-		-		-		-		-
Commercial business(1)		-		-		-		-		274		-
Home equity(2)		75		136		-		82		137		-
Consumer		-		-		-		-		-		-

Sub-total:	$	2,425	$	3,263	$	-	$	2,464	$	3,578	$	-

Total Impaired Loans
with no related allowance recorded:	$	36,136	$	38,346	$	-	$	26,658	$	28,463	$	-

__________

(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

Note 6-Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes the recorded investment, unpaid principal balance, and the related allowance on impaired loans by portfolio class at September 30, 2015 and December 31, 2014. (In Thousands):



		As of September 30, 2015						As of December 31, 2014
		Recorded		Unpaid Principal		Related		Recorded		Unpaid Principal		Related
Originated loans		Investment		Balance		Allowance		Investment		Balance		Allowance
with an allowance recorded:

Residential one-to-four family	$	7,047	$	7,047	$	663	$	9,235	$	9,247	$	720
Commercial and Multi-family		3,691		3,691		986		2,320		2,364		933
Construction		-		-		-		-		-		-
Commercial business(1)		2,056		2,240		663		1,599		1,722		79
Home equity(2)		190		192		5		549		550		5
Consumer		1,463		1,463		782		1,851		1,851		446

Sub-total:	$	14,447	$	14,633	$	3,099	$	15,554	$	15,734	$	2,183

Acquired loans recorded at fair
value with an allowance
recorded:

Residential one-to-four family	$	2,307	$	2,309	$	226	$	5,087	$	5,130	$	254
Commercial and Multi-family		2,411		2,506		110		1,375		1,408		154
Construction		-		-		-		-		-		-
Commercial business(1)		-		-		-		-		-		-
Home equity(2)		267		267		11		552		561		49
Consumer		-		-		-		-		-		-

Sub-total	$	4,985	$	5,082	$	347	$	7,014	$	7,099	$	457

Acquired loans with deteriorated
credit with an allowance
recorded:

Residential one-to-four family	$	89	$	103	$	6	$	90	$	105	$	14
Commercial and Multi-family		-		-		-		-		118		-
Construction		-		-		-		-		-		-
Commercial business(1)		167		368		-		369		369		217
Home equity(2)		-		-		-		-		-		-
Consumer		-		-		-		-		-		-

Sub-total:	$	256	$	471	$	6	$	459	$	592	$	231

Total Impaired Loans
with an allowance recorded:	$	19,688	$	20,186	$	3,452	$	23,027	$	23,425	$	2,871

Total Impaired Loans
with no related allowance recorded:	$	36,136	$	38,346	$	-	$	26,658	$	28,463	$	-

Total Impaired Loans:	$	55,824	$	58,532	$	3,452	$	49,685	$	51,888	$	2,871

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table presents the total troubled debt restructured loans at September 30, 2015, excluding the purchase impairment mark on the acquired loans with deteriorated credit. (Dollars In Thousands):



	Accrual			Non-accrual			Total
September 30, 2015	# of Loans		Amount	# of Loans		Amount	# of Loans		Amount
Originated loans:
Residential one-to-four family	7	$	2,085	1	$	836	8	$	2,921
Commercial and multi-family	4		3,277	8		4,270	12		7,547
Construction	-		-	-		-	-		0
Commercial business(1)	1		784	2		699	3		1,483
Home equity(2)	2		495	3		161	5		656
Consumer	-		-	-		-	-		0

Sub-total:	14	$	6,641	14	$	5,966	28	$	12,607

Acquired loans recorded at fair value:
Residential one-to-four family	21	$	4,324	11	$	3,011	32	$	7,335
Commercial and Multi-family	12		3,774	2		1,730	14		5,504
Construction	-		-	-		-	-		0
Commercial business(1)	-		-	-		-	-		0
Home equity(2)	5		515	1		221	6		736
Consumer	-		-	-		-	-		0

Sub-total:	38	$	8,613	14	$	4,962	52	$	13,575

Acquired loans with deteriorated credit:
Residential one-to-four family	6	$	2,212	-	$	-	6	$	2,212
Commercial and Multi-family	2		1,018	-		-	2		1,018
Construction	-		-	-		-	-		0
Commercial business(1)	-		-	1		167	1		167
Home equity(2)	-		-	1		122	1		122
Consumer	-		-	-		-	-		0

Sub-total:	8	$	3,230	2	$	289	10	$	3,519

Total	60	$	18,484	30	$	11,217	90	$	29,701

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table presents the total troubled debt restructured loans at December 31, 2014, excluding the purchase impairment mark on the acquired loans with deteriorated credit. (Dollars In Thousands):



	Accrual			Non-accrual			Total
December 31, 2014	# of Loans		Amount	# of Loans		Amount	# of Loans		Amount
Originated loans:
Residential one-to-four family	7	$	2,201	2	$	1,323	9	$	3,524
Commercial and multi-family	3		1,065	9		6,446	12		7,511
Construction	-		-	-		-	-		-
Commercial business(1)	1		798	-		-	1		798
Home equity(2)	2		508	2		117	4		625
Consumer	-		-	-		-	-		-

Sub-total:	13	$	4,572	13	$	7,886	26	$	12,458

Acquired loans recorded at fair value:
Residential one-to-four family	22	$	4,782	11	$	2,818	33	$	7,600
Commercial and Multi-family	13		5,011	1		614	14		5,625
Construction	-		-	-		-	-		-
Commercial business(1)	-		-	-		-	-		-
Home equity(2)	5		637	1		217	6		854
Consumer	-		-	-		-	-		-

Sub-total:	40	$	10,430	13	$	3,649	53	$	14,079

Acquired loans with deteriorated credit:
Residential one-to-four family	6	$	2,238	-	$	-	6	$	2,238
Commercial and Multi-family	3		1,152	-		-	3		1,152
Construction	-		-	-		-	-		-
Commercial business(1)	3		274	1		369	4		643
Home equity(2)	-		-	1		129	1		129
Consumer	-		-	-		-	-		-

Sub-total:	12	$	3,664	2	$	498	14	$	4,162

Total	65	$	18,666	28	$	12,033	93	$	30,699

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

A troubled debt restructuring (“TDR”) is a loan that has been modified whereby the Company has agreed to make certain concessions to a borrower to meet the needs of both the borrower and the Company to maximize the ultimate recovery of a loan. A TDR occurs when a borrower is experiencing, or is expected to experience, financial difficulties and the loan is modified using a modification that would otherwise not be granted to the borrower. The types of concessions granted are generally included, but not limited to interest rate reductions, limitations on the accrued interest charged, term extensions, and deferment of principal.

The following table summarizes information in regards to troubled debt restructurings which occurred during the three months ended September 30, 2015. (Dollars In Thousands):



Three Months Ended September 30, 2015				Pre-Modification Outstanding		Post-Modification Outstanding
		Number of Contracts		Recorded Investments		Recorded Investments

Originated loans:
Residential one-to-four family	$	-	$	-	$	-
Commercial and multi-family		-		-		-
Construction		-		-		-
Commercial business(1)		1		236		246
Home equity(2)		1		17		53
Consumer		-		-		-

Sub-total:		2	$	253	$	299

Acquired loans recorded at fair value:
Residential one-to-four family	$	-	$	-	$	-
Commercial and Multi-family		-		-		-
Construction		-		-		-
Commercial business(1)		-		-		-
Home equity(2)		1		175		144
Consumer		-		-		-

Sub-total:	$	1	$	175	$	144

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-	$	-
Commercial and Multi-family		-		-		-
Construction		-		-		-
Commercial business(1)		-		-		-
Home equity(2)		-		-		-
Consumer		-		-		-

Sub-total:	$	-	$	-	$	-

Total	$	3	$	428	$	443

__________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

The loans included above are considered TDRs as a result of the Company implementing one or more of the following concessions: granting a material extension of time, issuing a forbearance agreement, adjusting the interest rate to a below market rate, accepting interest only for a period of time or a change in amortization period. All TDRs were considered impaired and therefore were individually evaluated for impairment in the calculation of the allowance for loan losses. Prior to their classification as TDRs, certain of these loans had been collectively evaluated for impairment in the calculation of the allowance for loan losses.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes information in regards to troubled debt restructurings for which there was a payment default within twelve months of restructuring during the three months ended September 30, 2015. (Dollars In Thousands):



Three Months Ended September 30, 2015
	Number of Contracts		Recorded Investment

Originated loans:
Residential one-to-four family	-	$	-
Commercial and multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	0	$	0

Acquired loans recorded at fair value:
Residential one-to-four family	-	$	-
Commercial and Multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	0	$	0

Acquired loans with deteriorated credit:
Residential one-to-four family	-	$	-
Commercial and Multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	0	$	0

Total	0	$	0

__________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes information in regards to troubled debt restructurings which occurred during the nine months ended September 30, 2015. (Dollars In Thousands):



Nine Months Ended September 30, 2015				Pre-Modification Outstanding		Post-Modification Outstanding
		Number of Contracts		Recorded Investments		Recorded Investments

Originated loans:
Residential one-to-four family	$	1	$	836	$	836
Commercial and multi-family		-		-		-
Construction		-		-		-
Commercial business(1)		1		236		246
Home equity(2)		1		17		53
Consumer		-		-		-

Sub-total:	$	3	$	1,089	$	1,135

Acquired loans recorded at fair value:
Residential one-to-four family	$	3	$	1,533	$	1,562
Commercial and Multi-family		-		-		-
Construction		-		-		-
Commercial business(1)		-		-		-
Home equity(2)		2		398		367
Consumer		-		-		-

Sub-total:	$	5	$	1,931	$	1,929

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-	$	-
Commercial and Multi-family		-		-		-
Construction		-		-		-
Commercial business(1)		-		-		-
Home equity(2)		-		-		-
Consumer		-		-		-

Sub-total:	$	-	$	-	$	-

Total	$	$ 8	$	$ 3,020	$	$ 3,064

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes information in regards to troubled debt restructurings for which there was a payment default within twelve months of restructurings during the nine months ended September 30, 2015. (Dollars In Thousands):



Nine Months Ended September 30, 2015
		Number of Contracts		Recorded Investment

Originated loans:
Residential one-to-four family	$	1	$	836
Commercial and multi-family		-		-
Construction		-		-
Commercial business(1)		-		-
Home equity(2)		1		59
Consumer		-		-

Sub-total:	$	2	$	895

Acquired loans recorded at fair value:
Residential one-to-four family	$	2	$	1,148
Commercial and Multi-family		-		-
Construction		-		-
Commercial business(1)		-		-
Home equity(2)		-		-
Consumer		-		-

Sub-total:	$	2	$	1,148

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-
Commercial and Multi-family		-		-
Construction		-		-
Commercial business(1)		-		-
Home equity(2)		-		-
Consumer		-		-

Sub-total:	$	0	$	0

Total	$	4	$	2,043

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

There were no troubled debt restructurings which occurred during the three months ended September 30, 2014.



Three Months Ended September 30, 2014
	Number of Contracts		Recorded Investment

Originated loans:
Residential one-to-four family	-	$	-
Commercial and multi-family	1		458
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	1	$	458

Acquired loans recorded at fair value:
Residential one-to-four family	-	$	-
Commercial and Multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	0	$	0

Acquired loans with deteriorated credit:
Residential one-to-four family	-	$	-
Commercial and Multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	0	$	0

Total	1	$	458

__________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes information in regards to troubled debt restructurings which occurred during the nine months ended September 30, 2014. (Dollars In Thousands):



Nine Months Ended September 30, 2014			Pre-Modification Outstanding		Post-Modification Outstanding
	Number of Contracts		Recorded Investments		Recorded Investments

Originated loans:
Residential one-to-four family	1	$	432	$	432
Commercial and multi-family	1		806		806
Construction	-		-		-
Commercial business(1)	-		-		-
Home equity(2)	-		-		-
Consumer	-		-		-

Sub-total:	2	$	1,238	$	1,238

Acquired loans recorded at fair value:
Residential one-to-four family	3	$	1,267	$	1,269
Commercial and Multi-family	1		186		205
Construction	-		-		-
Commercial business(1)	-		-		-
Home equity(2)	1		256		262
Consumer	-		-		-

Sub-total:	5	$	1,709	$	1,736

Acquired loans with deteriorated credit:
Residential one-to-four family	-	$	-	$	-
Commercial and Multi-family	-		-		-
Construction	-		-		-
Commercial business(1)	-		-		-
Home equity(2)	-		-		-
Consumer	-		-		-

Sub-total:	0	$	0	$	0

Total	7	$	2,947	$	2,974

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table summarizes information in regards to troubled debt restructurings for which there was a payment default within twelve months of restructuring during the nine months ended September 30, 2014. (Dollars In Thousands):



Nine Months Ended September 30, 2014
	Number of Contracts		Recorded Investment

Originated loans:
Residential one-to-four family	-	$	-
Commercial and multi-family	1		458
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	1		458

Acquired loans recorded at fair value:
Residential one-to-four family	-	$	-
Commercial and Multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	0		0

Acquired loans with deteriorated credit:
Residential one-to-four family	-	$	-
Commercial and Multi-family	-		-
Construction	-		-
Commercial business(1)	-		-
Home equity(2)	-		-
Consumer	-		-

Sub-total:	-		-

Total	1	$	458

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the delinquency status of total loans receivable as of September 30, 2015. (In Thousands):



													Loans Receivable
	30-59 Days		60-90 Days		Greater Than		Total Past				Total Loans		>90 Days
	Past Due		Past Due		90 Days		Due		Current		Receivable		and Accruing
		(In Thousands)
Originated loans:
Residential one-to-four family	$	1,599	$	2,739	$	231	$	4,569	$	135,463	$	140,032	$	-
Commercial and multi-family		18,261		4,410		5,201		27,872		887,227		915,099		-
Construction		239		-		-		239		83,661		83,900		-
Commercial business(1)		325		594		750		1,669		58,874		60,543		-
Home equity(2)		1,170		357		410		1,937		29,776		31,713		-
Consumer		3		-		-		3		1,997		2,000		-

Sub-total:	$	21,597	$	8,100	$	6,592	$	36,289	$	1,196,998	$	1,233,287	$	-

Acquired loans recorded at fair value:
Residential one-to-four family	$	2,215	$	1,486	$	2,247	$	5,948	$	66,453		72,401	$	-
Commercial and multi-family		3,982		1,164		764		5,910		77,276		83,186		-
Construction		-		-		-		-		-		-		-
Commercial business(1)		149		-		-		149		4,405		4,554		-
Home equity(2)		729		321		42		1,092		18,636		19,728		-
Consumer		22		-		-		22		415		437		-

Sub-total:	$	7,097	$	2,971	$	3,053	$	13,121	$	167,185	$	180,306	$	-

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-	$	-	$	-	$	1,571		1,571	$	-
Commercial and multi-family		-		-		-		-		1,113		1,113		-
Construction		-		-		-		-		-		-		-
Commercial business(1)		-		-		167		167		-		167		-
Home equity(2)		-		75		-		75		-		75		-
Consumer		-		-		-		-		-		-		-

Sub-total:	$	-	$	75	$	167	$	242	$	2,684	$	2,926	$	-

Total	$	28,694	$	11,146	$	9,812	$	49,652	$	1,366,867	$	1,416,519	$	-

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table sets forth the delinquency status of total loans receivable at December 31, 2014. (In Thousands):



													Loans Receivable
	30-59 Days		60-90 Days		Greater Than		Total Past				Total Loans		>90 Days
	Past Due		Past Due		90 Days		Due		Current		Receivable		and Accruing
		(In Thousands)
Originated loans:
Residential one-to-four family	$	1,636	$	1,638	$	231	$	3,505	$	121,137	$	124,642	$	-
Commercial and multi-family		5,919		650		3,712		10,281		722,510		732,791		-
Construction		-		-		-		-		73,497		73,497		-
Commercial business(1)		595		748		22		1,365		52,879		54,244		-
Home equity(2)		478		-		71		549		29,626		30,175		-
Consumer		22		-		-		22		2,156		2,178		-

Sub-total:	$	8,650	$	3,036	$	4,036	$	15,722	$	1,001,805	$	1,017,527	$	-

Acquired loans recorded at fair value:
Residential one-to-four family	$	1,710	$	2,458	$	2,072	$	6,240	$	74,811		81,051	$	-
Commercial and multi-family		2,589		1,165		-		3,754		91,437		95,191		-
Construction		-		-		-		-		-		-		-
Commercial business(1)		161		-		-		161		6,220		6,381		-
Home equity(2)		836		470		145		1,451		21,247		22,698		-
Consumer		14		9		-		23		629		652		-

Sub-total:	$	5,310	$	4,102	$	2,217	$	11,629	$	194,344	$	205,973	$	-

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-	$	-	$	-	$	1,595	$	1,595	$	-
Commercial and multi-family		-		-		-		-		1,130		1,130		-
Construction		-		-		-		-		-		-		-
Commercial business(1)		-		-		369		369		-		369		-
Home equity(2)		-		82		-		82		-		82		-
Consumer		-		-		-		-		-		-		-

Sub-total:	$	-	$	82	$	369	$	451	$	2,725	$	3,176	$	-

Total	$	13,960	$	7,220	$	6,622	$	27,802	$	1,198,874	$	1,226,676	$	-

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the Company’s internal risk rating system as of September 30, 2015. (In Thousands):



	Pass		Special Mention		Substandard		Doubtful		Loss		Total

Originated loans:
Residential one-to-four family	$	130,256	$	5,908	$	3,868	$	-	$	-	$	140,032
Commercial and multi-family		900,386		2,733		11,980		-		-		915,099
Construction		83,820		80		-		-		-		83,900
Commercial business(1)		54,473		2,211		3,859		-		-		60,543
Home equity(2)		30,230		720		763		-		-		31,713
Consumer		829		33		1,138		-		-		2,000

Sub-total:	$	1,199,994	$	11,685	$	21,608	$	-	$	-	$	1,233,287

Acquired loans recorded at fair value:
Residential one-to-four family	$	63,099	$	3,069	$	6,233	$	-	$			72,401
Commercial and multi-family		76,501		1,808		4,877		-		-		83,186
Construction		-		-		-		-		-		-
Commercial business(1)		4,554		-		-		-		-		4,554
Home equity(2)		18,560		319		849		-		-		19,728
Consumer		437		-		-		-		-		437

Sub-total:	$	163,151	$	5,196	$	11,959	$	-	$	-	$	180,306

Residential one-to-four family	$	236	$	281	$	1,054	$	-	$	-		1,571
Commercial and multi-family		578		535		-		-		-		1,113
Construction		-		-		-		-		-		-
Commercial business(1)		-		-		167		-		-		167
Home equity(2)		-		-		75		-		-		75
Consumer		-		-		-		-		-		-

Sub-total:	$	814	$	816	$	1,296	$	-	$	-	$	2,926

Total Gross Loans	$	1,363,959	$	17,697	$	34,863	$	-	$	-	$	1,416,519

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)



	Pass		Special Mention		Substandard		Doubtful		Loss		Total

Originated loans:
Residential one-to-four family	$	113,847	$	6,921	$	3,874	$	-	$	-	$	124,642
Commercial and multi-family		721,075		2,322		9,394		-		-		732,791
Construction		73,332		165		-		-		-		73,497
Commercial business(1)		47,866		2,020		4,358		-		-		54,244
Home equity(2)		29,178		863		134		-		-		30,175
Consumer		267		1,911		-		-		-		2,178

Sub-total:	$	985,565	$	14,202	$	17,760	$	-	$	-	$	1,017,527

Acquired loans recorded at fair value:
Residential one-to-four family	$	72,502	$	3,069	$	5,480	$	-	$	-		81,051
Commercial and multi-family		90,090		2,253		2,848		-		-		95,191
Construction		-		-		-		-		-		-
Commercial business(1)		6,381		-		-		-		-		6,381
Home equity(2)		21,506		133		1,059		-		-		22,698
Consumer		652		-		-		-		-		652

Sub-total:	$	191,131	$	5,455	$	9,387	$	-	$	-	$	205,973

Acquired loans with deteriorated credit:
Residential one-to-four family	$	238	$	286	$	1,071	$	-	$	-		1,595
Commercial and multi-family		589		541		-		-		-		1,130
Construction		-		-		-		-		-		-
Commercial business(1)		-		-		369		-		-		369
Home equity(2)		-		-		82		-		-		82
Consumer		-		-		-		-		-		-

Sub-total:	$	827	$	827	$	1,522	$	-	$	-	$	3,176

Total Gross Loans	$	1,177,523	$	20,484	$	28,669	$	-	$	-	$	1,226,676

________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Note 6 - Loans Receivable and Allowance for Loan Losses (Continued)

The following table presents the unpaid principal balance and the related recorded investment of acquired loans included in our Consolidated Statements of Financial Condition. (In Thousands):



	September 30,		December 31,
	2015		2014

Unpaid principal balance	$	190,615	$	216,741
Recorded investment		183,232		209,150

The following table presents changes in the accretable discount on loans acquired for the three and nine months ended September 30, 2015 and 2014. (In Thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Balance, Beginning of Period	$	61,939	$	85,064	$	70,522	$	102,454
Accretion		(3,029)		(5,508)		(12,167)		(23,079)
Net Reclassification from Non-Accretable Difference		72		252		627		433
Balance, End of Period	$	58,982	$	79,808	$	58,982	$	79,808

The following table presents changes in the non-accretable yield on loans acquired for the three and nine months ended September 30, 2015 and 2014. (In Thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Balance, Beginning of Period	$	3,218	$	4,141	$	3,773	$	4,413
Loans Sold		-		(32)		-		(123)
Net Reclassification to Accretable Difference		(72)		(252)		(627)		(433)
Balance, End of Period	$	3,146	$	3,857	$	3,146	$	3,857

Note 7 – Fair Values of Financial Instruments

Guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The only assets or liabilities that the Company measured at fair value on a recurring basis were as follows. (In Thousands):



			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
As of September 30, 2015:
Securities available for sale — Residential Mortgage Backed Securities	$	9,787	$	—	$	9,787	$	—

As of December 31, 2014:
Securities available for sale — Residential mortgage-backed securities	$	9,768	$	-	$	9,768	$	—

The Company’s policy is to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers of assets or liabilities into or out of Level 1, Level 2, or Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2015 and 2014.

The only assets or liabilities that the Company measured at fair value on a nonrecurring basis were as follows. (In Thousands):



			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
As of September 30, 2015
Impaired Loans	$	16,734	$	—	$	—	$	16,236
Other real estate owned	$	2,113	$	—	$	—	$	2,113

As of December 31, 2014:
Impaired Loans	$	20,156	$	—	$	—	$	20,156

Note 7 – Fair Values of Financial Instruments (Continued)

The following tables present additional quantitative information as of September 30, 2015 and December 31, 2014 about assets measured at fair value on a nonrecurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value. (Dollars in thousands):


Quantitative Information about Level 3 Fair Value Measurements
		Fair Value	Valuation	Unobservable	Range
		Estimate	Techniques	Input
September 30, 2015:
Impaired Loans	$	16,734	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%

Other real estate owned	$	2,113	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%




		Fair Value	Valuation	Unobservable	Range
		Estimate	Techniques	Input
December 31, 2014:
Impaired Loans	$	20,156	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%

Other real estate owned	$	3,485	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

(3)

Includes qualitative adjustments by management and estimated liquidation expenses.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments as of September 30, 2015 and December 31, 2014.

Cash and Cash Equivalents and Interest-Earning Time Deposits (Carried at Cost)

The carrying amounts reported in the consolidated statements of financial condition for cash and short-term instruments approximate those assets’ fair values.

Securities

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

Loans Held for Sale (Carried at Lower of Cost or Fair Value)

The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for specific attributes of that loan. Loans held for sale are carried at their cost as of September 30, 2015 and December 31, 2014.

Loans Receivable (Carried at Cost)

The fair value of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Note 7 – Fair Values of Financial Instruments (Continued)

Impaired Loans (Generally Carried at Fair Value)

A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, at the loans observable market price or the fair value of the collateral if the loan is collateral dependent. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value at September 30, 2015 and December 31, 2014 consisted of the loan balances of $20.8 million and $23.0 million, net of a valuation allowance of $3.4 million and $2.9 million, respectively.

Real Estate Owned (Generally Carried at Fair Value)

Real Estate Owned is generally carried at fair value, when the carrying value is written down to fair value, which is determined based upon independent third-party appraisals of the properties, or based upon the expected proceeds from a pending sale. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

FHLB of New York Stock (Carried at Cost)

The carrying amount of restricted investment in bank stock approximates fair value, and considers the limited marketability of such securities.

Interest Receivable and Payable (Carried at Cost)

The carrying amount of interest receivable and interest payable approximates its fair value.

Deposits (Carried at Cost)

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Long-Term Debt (Carried at Cost)

Fair values of long-term debt are estimated using discounted cash flow analysis, based on quoted prices for new long-term debt with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-Balance Sheet Financial Instruments

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and unused lines of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing. The fair value of these commitments was deemed immaterial and is not presented in the accompanying table.

Note 7 – Fair Values of Financial Instruments (Continued)

The carrying values and estimated fair values of financial instruments were as follows as of September 30, 2015 and December 31, 2014:


		As of September 30, 2015

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

	(In Thousands)
Financial assets:
Cash and cash equivalents	$	95,778	$	95,778	$	95,778	$	-	$	-
Interest-earning time deposits		1,238		1,238		1,238		-		-
Securities available for sale		9,787		9,787		-		9,787		-
Loans held for sale		513		527		-		527		-
Loans receivable, net		1,396,270		1,432,893		-		-		1,432,893
FHLB of New York stock, at cost		10,711		10,711		-		10,711		-
Accrued interest receivable		5,158		5,158		-		5,158		-

Financial liabilities:
Deposits		1,233,279		1,238,705		659,512		579,193		-
Borrowings		200,000		202,352		-		202,352		-
Subordinated debentures		4,124		4,172		-		4,172		-
Accrued interest payable		1,056		1,056		-		1,056		-


		As of December 31, 2014

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

	(In Thousands)
Financial assets:
Cash and cash equivalents	$	32,123	$	32,123	$	32,123	$	-	$	-
Interest-earning time deposits		993		993		993		-		-
Securities available for sale		9,768		9,768		-		9,768		-
Securities held to maturity		-		-		-		-		-
Loans held for sale		3,325		3,424		-		3,424		-
Loans receivable, net		1,207,850		1,244,434		-		-		1,244,434
FHLB of New York stock, at cost		8,830		8,830		-		8,830		-
Accrued interest receivable		4,454		4,454		-		4,454		-

Financial liabilities:
Deposits		1,028,556		1,032,275		616,019		416,256		-
Borrowings		159,000		163,312		-		163,312		-
Subordinated debentures		4,124		4,236		-		4,236		-
Accrued interest payable		815		815		-		815		-

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

BCB Bancorp, Inc. is a New Jersey corporation, and is the holding company parent of BCB Community Bank, or 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. At September 30, 2015 we had approximately $1.555 billion in consolidated assets, $1.233 billion in deposits and $108.2 million in consolidated stockholders’ equity.

BCB Community Bank opened for business on November 1, 2000 as Bayonne Community Bank, a New Jersey chartered commercial bank. The Bank changed its name from Bayonne Community Bank to BCB Community Bank in April 2007. At September 30, 2015, the Bank operated through fifteen branches in Bayonne, Colonia, Jersey City, Hoboken, Fairfield, Monroe Township, South Orange, and Woodbridge, New Jersey, through executive offices located at 104-110 Avenue C and an administrative office located at 591-595 Avenue C, Bayonne, New Jersey 07002. The Bank’s deposit accounts are insured by the FDIC, and the Bank is a member of the Federal Home Loan Bank System.

We are a community-oriented financial institution. Our business is to offer FDIC-insured deposit products and to invest funds held in deposit accounts at the Bank, together with funds generated from operations, in loans and investment securities. We offer our customers:

· loans, including commercial and multi-family real estate loans, one- to four-family mortgage loans, home equity loans, construction loans, consumer loans and commercial business loans. In recent years the primary growth in our loan portfolio has been in loans secured by commercial real estate and multi-family properties;

· FDIC-insured deposit products, including savings and club accounts, interest and non-interest bearing demand accounts, money market accounts, certificates of deposit and individual retirement accounts; and

· retail and commercial banking services including wire transfers, money orders, safe deposit boxes, a night depository, debit cards, online banking, mobile banking, gift cards, fraud detection (positive pay), and automated teller services.

Recent Event

On October 29, 2015, the Company priced a $24 million offering of 2,400,000 shares of its common stock at a public offering price of $10.00 per share and closed on the offering on November 4, 2015. The offering is expected to result in gross proceeds of $24 million and net proceeds of approximately $22.1 million, after underwriting discounts and estimated expenses for the offering. The shares will be issued pursuant to an effective shelf registration statement on Form S-3 (File No. 333-199424) and a prospectus supplement previously filed with the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

This report on Form 10-Q contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, or the PSLRA. Such forward-looking statements, in addition to historical information, involve risk and uncertainties, and are based on the beliefs, assumptions and expectations of our management team. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variation of such similar expressions are intended to identify such forward-looking statements. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possible materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

Factors that could cause future results to vary from current management expectations as reflected in our forward looking statements include, but are not limited to:

· unfavorable economic conditions in the United States generally and particularly in our primary market area;

· the effects of declines in housing markets and real estate values that may adversely impact the collateral underlying our loans;

· increase in unemployment levels and slowdowns in economic growth;

· our level of non-performing assets and the costs associated with resolving any problem loans including litigation and other costs;

· the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of our loan and investment securities portfolios;

· the credit risk associated with our loan portfolio;

· changes in the quality and composition of the Bank’s loan and investment portfolios;

· changes in our ability to access cost-effective funding;

· deposit flows;

· legislative and regulatory changes, including increases in Federal Deposit Insurance Corporation, or FDIC, insurance rates;

· monetary and fiscal policies of the federal government;

· changes in tax policies, rates and regulations of federal, state and local tax authorities;

· inflation;

· demands for our loan products;

· demand for financial services;

· competition;

· changes in the securities or secondary mortgage markets;

· changes in management’s business strategies;

· our ability to enter new markets successfully;

· our ability to successfully integrate acquired businesses;

· changes in consumer spending;

· our ability to retain key employees;

· the effects of any reputational, credit, interest rate, market, operational, legal, liquidity, regulatory

· expanded regulatory requirements as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which could adversely affect operating results; and

· other factors discussed elsewhere in this report, and in other reports we filed with the SEC, including under “Risk Factors” in Part I, Item 1A of our annual Report on Form 10-K and our other periodic reports that we file with the SEC.

You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Form 10-Q. We do not assume any obligation to revise forward-looking statements except as may be required by law.

Critical Accounting Policies

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenue and expenses. We regularly evaluate these estimates and assumptions including those used to determine the allowance for loan losses, investment in reverse mortgages, deferred taxes, fair value measurements, goodwill and other intangible assets. We base our estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments on the carrying value of assets and liabilities that are not readily apparent from other sources. Although our current estimates contemplate current economic conditions and how we expect them to change in the future, for the remainder of 2015, it is reasonably possible that actual conditions may be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Actual results may differ from these estimates under different assumptions or conditions.

See further discussion of these critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2014 and Note 1, Basis of Presentation, to the unaudited Consolidated Financial Statements. There has been no change in critical accounting policies since the Bank’s last reported 10-K.

Financial Condition

Total assets increased by $253.0 million, or 19.4%, to $1.555 billion at September 30, 2015 from $1.302 billion at December 31, 2014. The increase in total assets occurred primarily as a result of an increase in loans receivable, net of $188.4 million, and an increase in cash and cash equivalents of $63.7 million. Management is concentrating on maintaining adequate liquidity in anticipation of funding loans in the loan pipeline as well as seeking opportunities to purchase securities in the secondary market that provide competitive returns in a risk-mitigated environment. It is our intention to grow our assets at a measured pace consistent with our capital levels and as business opportunities permit. Organic growth should occur consistent with our strategic plan under which we anticipate opening additional branch offices in 2015.

Total cash and cash equivalents increased by $63.7 million, or 198.2%, to $95.8 million at September 30, 2015 from $32.1 million at December 31, 2014.

Loans receivable, net increased by $188.4 million, or 15.6%, to $1.396 billion at September 30, 2015 from $1.208 billion at December 31, 2014. The increase resulted primarily from a $180.3 million increase in real estate mortgages, primarily consisting of commercial and multi-family loans, construction and commercial participation loans with other financial institutions, along with a $4.3 million increase in business loans and commercial lines of credit, and an increase of $6.7 million in residential real estate loans, partially offset by a decrease of $1.4 million in home equity loans and home equity lines of credit. As of September 30, 2015, the allowance for loan losses was $17.7 million, or 77.2%, of non-performing loans and 1.25% of gross loans. As a result of the loans acquired in the business combination transactions being recorded at their fair value, the balances in the allowance for loan losses that were on the balance sheets of the former Pamrapo Bancorp, Inc. and Allegiance Community Bank are precluded from being reported in the allowance balance previously discussed, consistent with generally accepted accounting principles.

Deposit liabilities increased by $204.7 million, or 19.9%, to $1.233 billion at September 30, 2015 from $1.029 billion at December 31, 2014. The increase resulted primarily from an increase of $161.3 million in certificates of deposit, a $19.1 million increase in non-interest-bearing deposits, a $53.9 million increase in NOW deposits, and a $2.8 million increase in money market interest-bearing deposits, partly offset by a decrease of $32.4 million in savings and club deposits. In addition to organic deposit growth resulting from the opening of four additional branches over the last 18 months, the Company has also added listing service certificates of deposit and brokered certificates of deposit to fund loan growth, which total $44.7 million and $51.5 million, respectively, at September 30, 2015.

Short-term borrowings decreased by $26.0 million to $0 at September 30, 2015 from $26.0 million at December 31, 2014. Long-term borrowed money increased by $67.0 million, or 50.4%, to $200.0 million at September 30, 2015 from $133.0 million at December 31, 2014. The purpose of these borrowings reflected the use of long-term Federal Home Loan Bank advances to augment deposits as the Company’s funding source for originating loans and investing in GSE investment securities. The increase in Federal Home Loan Bank advances resulted from the Company’s utilization of medium-term, fixed rate FHLB advances as part of our interest rate risk management strategy. The weighted average interest rate of borrowings was 3.19% at September 30, 2015.

Stockholders’ equity increased by $5.9 million, or 5.8%, to $108.2 million at September 30, 2015 from $102.3 million at December 31, 2014. The increase in stockholders’ equity was primarily attributable to net income of $6.0 million, proceeds from the issuance of Series C preferred stock of $3.5 million, partly offset by cash dividends paid during the nine-month period totaling $3.3 million on outstanding shares of common stock and $657,000 on outstanding preferred stock. The Company accrued a dividend payable for the third quarter on our outstanding preferred stock of $255,000 which will be paid in the fourth quarter. As of September 30, 2015, the Bank’s Tier 1, Tier 1 Risk-Based, Total Risk-Based Capital and Common Equity Tier 1 Capital Ratios were 7.37%, 8.95%, 10.20% and 8.95%, respectively. We anticipate that these ratios will increase at the end of the year as a result of the completion of our common stock offering in November 2015.

Results of Operations for the Three Months ended September 30, 2015

Net income was $2.3 million for the three months ended September 30, 2015, compared with $1.1 million for the three months ended September 30, 2014. The increase in net income was primarily related to increases in net interest income and non-interest income, a lower provision for loan losses, partly offset by increases in non-interest expense and the income tax provision.

Net interest income increased by $489,000, or 3.7%, to $13.5 million for the three months ended September 30, 2015 from $13.0 million for the three months ended September 30, 2014. The increase in net interest income resulted primarily from an increase in the average balance of interest-earning assets of $273.0 million, or 22.5%, to $1.486 billion for the three months ended September 30, 2015 from $1.213 billion for the three months ended September 30, 2014, partly offset by a decrease in the average yield on interest-earning assets of 51 basis points to 4.63% for the three months ended September 30, 2015 from 5.14% for the three months ended September 30, 2014. The average balance of interest-bearing liabilities increased by $248.8 million, or 24.6% to $1.260 billion for the three months ended September 30, 2015 from $1.011 billion for the three months ended September 30, 2014, while the average cost of interest-bearing liabilities increased by 16 basis points to 1.17% for the three months ended September 30, 2015 from 1.01% for the three months ended September 30, 2014. Net interest margin was 3.65% for the three-month period ended September 30, 2015 and 4.31% for the three-month period ended September 30, 2014. The decline in net interest margin was the result of competitive pressures in attracting new loans and deposits, as evidenced by a decline in the average yield on loans and an increase in the average cost of deposits.

Interest income on loans receivable increased by $1.7 million, or 11.43%, to $17.0 million for the three months ended September 30, 2015 from $15.3 million for the three months ended September 30, 2014. The increase was primarily attributable to an increase in the average balance of loans receivable of $265.4 million, or 23.2%, to $1.409 billion for the three months ended September 30, 2015 from $1.143 billion for the three months ended September 30, 2014, partially offset by a decrease in the average yield on loans receivable to 4.84% for the three months ended September 30, 2015 from 5.35% for the three months ended September 30, 2014. The increase in the average balance of loans receivable was in accordance with the Company’s growth strategy, which included the hiring of additional loan production and business development personnel and the opening of four additional branches over the last 18 months. The decrease in average yield on loans reflected the competitive price environment prevalent in the Company’s primary market area on loan facilities, as well as the repricing downward of certain variable rate loans.

Interest income on securities decreased by $147,000, or 47.1%, to $165,000 for the three months ended September 30, 2015 from $312,000 for the three months ended September 30, 2014. This decrease was primarily due to a decrease in the average balance of securities of $19.4 million, or 49.4%, to $19.9 million for the three months ended September 30, 2015 from $39.3 million for the three months ended September 30, 2014, partially offset by an increase in the average yield of securities to 3.31% for the three months ended September 30, 2015 from 3.17% for the three months ended September 30, 2014. The decrease in the average balance of securities primarily resulted from the sales of $99.2 million of mortgage backed securities in the third quarter of 2014.

Interest income on other interest-earning assets increased by $6,000 or 50.0%, to $18,000 for the three months ended September 30, 2015 from $12,000 for the three months ended September 30, 2014. This increase was primarily due to an increase in the average balance of other interest-earning assets of $27.1 million, or 89.0%, to $57.5 million for the three months ended September 30, 2015 from $30.4 million for the three months ended September 30, 2014.

Total interest expense increased by $1.1 million, or 43.7%, to $3.7 million for the three months ended September 30, 2015 from $2.6 million for the three months ended September 30, 2014. The increase resulted primarily from an increase in the average balance of deposits of $169.4 million, or 19.1%, to $1.056 billion for the three months ended September 30, 2015 from $886.2 million for the three months ended September 30, 2014, an increase in the average balance of borrowings of $79.3 million, or 63.6%, to $204.1 million for the three months ended September 30, 2015 from $124.8 million for the three months ended September 30, 2014, as well as an increase in the average cost of interest-bearing liabilities of 16 basis points to 1.17% for the three months ended September 30, 2015 from 1.01% for the three months ended September 30, 2014. The increase in the average rate on interest-bearing liabilities was due to competitive forces in attracting new deposits and a change in the mix of funding sources and terms, including higher cost listing service certificates of deposit and brokered certificates of deposit, to support aggressive loan growth. The increase in Federal Home Loan Bank advances resulted from the Company’s utilization of medium-term, fixed rate FHLB advances as part of our interest rate risk management strategy.

The provision for loan losses totaled $70,000 and $650,000 for the three months ended September 30, 2015 and 2014, respectively. The provision for loan losses is established based upon management’s review of the Company’s loans and consideration of a variety of factors, including but not limited to: (1) the risk characteristics of the loan portfolio; (2) current economic conditions; (3) actual losses previously experienced; (4) the dynamic activity and fluctuating balance of loans receivable; and (5) the existing level of reserves for loan losses that are probable and estimable. During the three months ended September 30, 2015, the Company experienced $92,000 in net charge-offs compared to $209,000 in net charge-offs for the three months ended September 30, 2014. The Bank had non-performing loans totaling $23.1 million, or 1.62%, of gross loans at September 30, 2015 and $19.6 million, or 1.60%, of gross loans at December 31, 2014. The allowance for loan losses was $17.7 million, or 1.25%, of gross loans at September 30, 2015, $16.2 million, or 1.32%, of gross loans at December 31, 2014 and $15.4 million, or 1.32%, of gross loans at September 30, 2014. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require the Company to recognize additional provisions based on their judgment of information available to them at the time of their examination. The increase in the allowance for loan loss reflected growth in the loan portfolio. Management believes that the allowance for loan losses was adequate at September 30, 2015 and December 31, 2014.

Total non-interest income increased by $2.7 million to $2.0 million for the three months ended September 30, 2015 from a loss of $750,000 for the three months ended September 30, 2014. Non-interest income reflected an increase of $1.0 million in gain on sale of loans for the three months ended September 30, 2015 compared with the three months ended September 30, 2014. The three-month period ended September 30, 2014 included $2.2 million in gains on the sale of investment securities held to maturity and a $4.0 million loss on the bulk sale of impaired loans, with no comparable activity in the three-month period ended September 30, 2015.

Total non-interest expense increased by $1.8 million, or 17.8%, to $11.7 million for the three months ended September 30, 2015 from $9.9 million for the three months ended September 30, 2014. Salaries and employee benefits expense increased by $667,000, or 12.6%, to $5.9 million for the three months ended September 30, 2015 from $5.3 million for the three months ended September 30, 2014. This increase in both salaries and employee benefits was mainly attributable to an increase of 17 full-time equivalent employees, or 5.4%, to 334 at September 30, 2015 from 317 at September 30, 2014, which relates to the addition of business development and loan administration employees and the opening of four new branch offices in the last 18 months. Occupancy expense increased by $324,000, or 30.4%, to $1.4 million for the three months ended September 30, 2015 from $1.1 million for the three months ended September 30, 2014. Equipment expense increased by $98,000, or 6.6%, to $1.6 million for the three months ended September 30, 2015 from $1.5 million for the three months ended September 30, 2014. The increases in occupancy and equipment expenses also related primarily to the opening of the new branch offices. Professional fees decreased by $99,000, or 19.0%, to $421,000 for the three months ended September 30, 2015 from $520,000 for the three months ended September 30, 2014. Regulatory assessments increased by $27,000, or 9.0%, to $328,000 for the three months ended September 30, 2015 from $301,000 for the three months ended September 30, 2014. Advertising expense increased by $81,000, or 29.1%, to $359,000 for the three months ended September 30, 2015 from $278,000 for the three months ended September 30, 2014. Other real estate owned (OREO) expenses decreased by $34,000, or 55.7%, to $27,000 for the three months ended September 30, 2015 from $61,000 for the three months ended September 30, 2014. Other non-interest expense increased by $703,000, or 91.3%, to $1.5 million for the three months ended September 30, 2015 from $770,000 for the three months ended September 30, 2014. Other non-interest expense consisted of loan expense, stationary, forms and printing, check printing, correspondent bank fees, telephone and communication and other fees and expenses.

Income tax provision increased by $823,000, or 128.6%, to $1.5 million for the three months ended September 30, 2015 from $640,000 for the three months ended September 30, 2014. The increase in income tax provision was a result of higher taxable income during the three-month period ended September 30, 2015 as compared with the three months ended September 30, 2014. The consolidated effective tax rate for the three months ended September 30, 2015 was 39.1% compared to 37.0% for the three months ended September 30, 2014.

Results of Operations for the Nine Months ended September 30, 2015

Net income was $6.0 million for each of the nine months ended September 30, 2015 and September 30, 2014. Increases in net interest income, non-interest income and a lower provision for loan losses, were partly offset by increases in non-interest expense and the income tax provision.

Net interest income increased by $2.5 million, or 6.6%, to $39.8 million for the nine months ended September 30, 2015, from $37.3 million for the nine months ended September 30, 2014. The increase in net interest income resulted primarily from an increase in the average balance of interest-earning assets of $196.0 million, or 16.2%, to $1.403 billion for the nine months ended September 30, 2015, from $1.207 billion for the nine months ended September 30, 2014, partly offset by a decrease in the average yield on interest earning assets of 24 basis points to 4.73% for the nine months ended September 30, 2015 from 4.97% for the nine months ended September 30,

2014.The average balance of interest-bearing liabilities increased by $173.6 million, or 17.2%, to $1.183 billion for the nine months ended September 30, 2015, from $1.009 billion for the nine months ended September 30, 2014, while the average cost of interest-bearing liabilities increased by 11 basis points to 1.12% for the nine months ended September 30, 2015, from 1.01% for the nine months ended September 30, 2014. Net interest margin was 3.79% for the nine-month period ended September 30, 2015 and 4.13% for the nine-month period ended September 30, 2014.The decline in net interest margin was the result of competitive pressures in attracting new loans and deposits, as evidenced by a decline in the average yield on loans and an increase in the average cost of deposits.

Interest income on loans receivable increased by $6.4 million or 15.0% to $49.3 million for the nine months ended September 30, 2015 from $42.9 million for the nine months ended September 30, 2014. The increase was primarily attributable to an increase in the average balance of loans receivable of $248.3 million, or 22.7%, to $1.342 billion for the nine months ended September 30, 2015 from $1.094 billion for the nine months ended September 30, 2014, partially offset by a decrease in the average yield on loans receivable to 4.90% for the nine months ended September 30, 2015 from 5.22% for the nine months ended September 30, 2014. The increase in the average balance of loans receivable was the result of our comprehensive loan growth strategy. The decrease in average yield on loans reflected the competitive price environment prevalent in the Company’s primary market area on loan facilities as well as the repricing downward of certain variable rate loans.

Interest income on securities decreased by $1.7 million or 78.3% to $463,000 for the nine months ended September 30, 2015 from $2.1 million for the nine months ended September 30, 2014. This decrease was primarily due to a decrease in the average balance of securities of $70.9 million, or 78.3%, to $19.6 million for the nine months ended September 30, 2015 from $90.5 million for the nine months ended September 30, 2014. The average yield of securities remained unchanged at 3.14% for the nine months ended September 30, 2015 and September 30, 2014. The decrease in the average balance of securities primarily resulted from the sales of $99.2 million of mortgage backed securities in the third quarter of 2014.

Interest income on other interest-earning assets was $45,000 for the nine-month period ended September 30, 2015 compared with $36,000 for the nine months ended September 30, 2014. The average balance of other interest-earning assets increased $18.5 million or 81.7% to $41.2 million for the nine months ended September 30, 2015 from $22.7 million for the nine months ended September 30, 2014. The average yield on other interest-earning assets decreased to 0.15% for the nine months ended September 30, 2015 from 0.21% for the nine months ended September 30, 2014.

Total interest expense increased by $2.3 million, or 30.0%, to $9.9 million for the nine months ended September 30, 2015 from $7.6 million for the nine months ended September 30, 2014. The increase resulted primarily from an increase in the average balance of interest-bearing liabilities of $173.6 million or 17.2% to $1.183 billion for the nine months ended September 30, 2015 from $1.009 billion for the nine months ended September 30, 2014, and an increase in the average cost of interest-bearing liabilities of 11 basis points to 1.12% for the nine months ended September 30, 2015 from 1.01% for the nine months ended September 30, 2014. The increase in the average rate on interest-bearing liabilities was due to competitive forces in attracting new deposits and a change in the mix of funding sources and terms, including higher cost listing service certificates of deposit and brokered certificates of deposit, to support aggressive loan growth. The increase in Federal Home Loan Bank advances resulted from the Company’s utilization of medium-term, fixed rate FHLB advances as part of our interest rate risk management strategy.

The provision for loan losses totaled $1.9 million and $2.1 million for the nine months ended September 30, 2015 and 2014, respectively. The provision for loan losses is established based upon management’s review of the Company’s loans and consideration of a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic conditions, (3) actual losses previously experienced, (4) the dynamic activity and fluctuating balance of loans receivable, and (5) the existing level of reserves for loan losses that are probable and estimable. During the nine months ended September 30, 2015, the Company experienced $247,000 in net charge-offs compared to $1.0 million in net charge-offs for nine months ended September 30, 2014. The Bank had non-performing loans totaling $23.1 million or 1.62% of gross loans at September 30, 2015 and $19.6 million or 1.60% of gross loans at December 31, 2014. The allowance for loan losses was $17.7 million or 1.25% of gross loans at September 30, 2015, $16.2 million or 1.32% of gross loans at December 31, 2014 and $15.4 million or 1.32% of gross loans at September 30, 2014. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require the Company to recognize additional provisions based on their judgment of information available to them at the time of their examination. The increase in the allowance for loan loss reflected growth in the loan portfolio. Management believes that the allowance for loan losses was adequate at September 30, 2015 and December 31, 2014.

Total non-interest income increased by $2.4 million, or 91.5%, to $5.0 million for the nine months ended September 30, 2015 from $2.6 million for the nine months ended September 30, 2014. Non-interest income reflected an increase of $2.0 million in gain on sale of loans for the nine months ended September 30, 2015 compared with the nine months ended September 30, 2014. The nine-month period ended September 30, 2014 included a $1.2 million gain on the sale of investment securities available for sale, $1.9 million in gains on the sale of investment securities held to maturity, and a $4.0 million loss on the bulk sale of impaired loans, with no comparable activity in the nine-month period ended September 30, 2015.

Total non-interest expense increased by $4.9 million, or 17.5%, to $32.8 million for the nine months ended September 30, 2015 from $27.9 million for the nine months ended September 30, 2014. Salaries and employee benefits expense increased by $2.0 million or 13.6% to $16.8 million for the nine months ended September 30, 2015 from $14.8 million for the nine months ended September 30, 2014. This increase in both salaries and employee benefits was mainly attributable to an increase of 17 full-time equivalent employees, or 5.4%, to 334 at September 30, 2015 from 317 at September 30, 2014, which related to the addition of business development and loan administration employees and the opening of four new branch offices in the last 15 months. Occupancy expense increased by $1.1 million or 35.5% to $4.1 million for the nine months ended September 30, 2015 from $3.0 million for the nine months ended September 30, 2014. Equipment expense increased by $506,000 or 12.1% to $4.7 million for the nine months ended September 30, 2015 from $4.2 million for the nine months ended September 30, 2014. The increases in occupancy and equipment expenses also related primarily to the opening of the new branch offices. Professional fees decreased by $716,000, or 46.4%, to $827,000 for the nine months ended September 30, 2015 from $1.5 million for the nine months ended September 30, 2014. Advertising expense increased by $316,000 or 44.0% to $1.0 million for the nine months ended September 30, 2015 from $718,000 for the nine months ended September 30, 2014. The increase in advertising was primarily due to our marketing efforts related to the previously mentioned expansion of our geographic footprint. Other real estate owned (OREO) (income)/expenses increased by $95,000 to expenses of $196,000 for the nine months ended September 30, 2015 from income of $101,000 for the nine months ended September 30, 2014. Other non-interest expense increased by $1.6 million or 69.8% to $3.8 million for the nine months ended September 30, 2015 from $2.2 million for the nine months ended September 30, 2014. Other non-interest expense is comprised of loan expense, stationary, forms and printing, check printing, correspondent bank fees, telephone and communication, and other fees and expenses.

Income tax provision increased by $69,000 or 1.7% to $4.0 million for the nine months ended September 30, 2015 from $3.9 million for the nine months ended September 30, 2014, attributable to slightly higher taxable income during the nine-month period ended September 30, 2015 as compared to the nine months ended September 30, 2014. The consolidated effective tax rate for the nine months ended September 30, 2015 was 40.1% compared to 39.9% for the nine months ended September 30, 2014.

Liquidity and Capital Resources

Liquidity

The overall objective of our liquidity management practices is to ensure the availability of sufficient funds to meet financial commitments and to take advantage of lending and investment opportunities. The Company manages liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings and other obligations as they mature, and to fund loan and investment portfolio opportunities as they arise.

The Company’s primary sources of funds to satisfy its objectives are net growth in deposits (primarily retail), principal and interest payments on loans and investment securities, proceeds from the sale of originated loans and FHLB and other borrowings. The scheduled amortization of loans is a predictable source of funds. Deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises, including unsecured overnight lines of credit and other collateralized borrowings from the FHLB and other correspondent banks.

At September 30, 2015, the Company had no overnight borrowings outstanding with the FHLB compared to $26.0 million at December 31, 2014. The Company utilizes overnight borrowings from time to time to fund short-term liquidity needs. The Company had total borrowings of $204.1 million at September 30, 2015 as compared to $163.1 million at December 31, 2014.

The Company had the ability at September 30, 2015 to obtain additional funding from the FHLB of up to $62.7 million, utilizing unencumbered loan collateral. The Company expects to have sufficient funds available to meet current loan commitments in the normal course of business through typical sources of liquidity. Time deposits scheduled to mature in one year or less totaled $371.6 million at September 30, 2015. Based upon historical experience data, management estimates that a significant portion of such deposits will remain with the Company.

Capital Resources. At September 30, 2015, and December 31, 2014, BCB Community Bank exceeded all of its regulatory capital requirements to which it was subject. The following table sets forth the regulatory capital ratios for BCB Community Bank as well as regulatory capital requirements for the periods presented.


	Actual	For Capital Adequacy Purposes	For Well Capitalized Under Prompt Corrective Action
As of September 30, 2015:
Tangible capital to tangible assets	7.37%	4.00%	5.00%
Tier I capital (core) (to adjusted total assets)	8.95%	6.00%	8.00%
Total capital (to risk-weighted assets)	10.20%	8.00%	10.00%
Common Equity Tier 1 Capital (to risk-weighted assets)	8.95%	4.50%	6.50%


As of December 31, 2014:
Tangible capital to tangible assets	8.33%	4.00%	5.00%
Tier I capital (core) (to adjusted total assets)	10.48%	4.00%	6.00%
Total capital (to risk-weighted assets)	11.73%	8.00%	10.00%

In July 2013, the FDIC and the other federal bank regulatory agencies issued a final rule that revised their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the new rule established a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increased the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigned a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain available-for-sale securities holdings and defined benefit plan obligations to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. The Bank exercised the opt-out election. The rule limits a banking organization's capital distributions and certain discretionary bonus payments if the banking organization does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

The final rule became effective for the Bank and the Company on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The Bank and the Company currently comply with the minimum capital requirements set forth in the final rule.

At September 30, 2015 and December 31, 2014, the Bank’s capital ratios exceeded the quantitative capital ratios required for an institution to be considered “well-capitalized.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Management of Market Risk

General. The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/Liability Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Senior management monitors the level of interest rate risk on a regular basis and the Asset/Liability Committee, which consists of senior management and outside directors operating under a policy adopted by the Board of Directors, meets quarterly to review our asset/liability policies and interest rate risk position.

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 September 30, 2015. 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 non-interest bearing accounts were scheduled with an assumed term of 24 months. The NPV at “PAR” represents the difference between the Company’s estimated value of assets and estimated value of liabilities assuming no change in interest rates. The NPV for a decrease of 200 to 300 basis points has been excluded since it would not be meaningful, in the interest rate environment as of September 30, 2015. The following sets forth the Company’s NPV as of that date.



							NPV as a % of Assets
Change in Calculation	Net Portfolio Value		$ Change from PAR		% Change from PAR		NPV Ratio		Change

+300bp	$	123,795	$	(56,268)	(31.25)	%	8.39	%	(278)	bps
+200bp		142,624		(37,439)	(20.79)		9.38		(179)	bps
+100bp		162,430		(17,633)	(9.79)		10.38		(80)	bps
PAR		180,063		-	0.00		11.18		-	bps
-100bp		219,930		39,867	22.14		13.19		202	bps

bp – basis points

The table above indicates that as of September 30, 2015, in the event of a 100 basis point increase in interest rates, we would experience a 9.79% 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 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 4.

Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer the Company has evaluated the effectiveness of the design and operation of its 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 period covered by this quarterly report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of business. Other than as set forth below, as of September 30, 2015, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations.

The Company, as the successor to Pamrapo Bancorp, Inc., and in its own corporate capacity, is a named defendant in a shareholder class action lawsuit, Kube v. Pamrapo Bancorp, Inc., et al., filed in the Superior Court of New Jersey, Hudson County, Chancery Division, General Equity (the "Action”). On May 9, 2012, the Company and the other defendants obtained partial summary judgment, dismissing three of the five Counts of the plaintiff's Complaint. On May 9, 2012, plaintiff’s counsel was awarded interim legal fees of approximately $350,000. The obligation to pay that amount has been stayed.

The Company and the other defendants filed a motion for summary judgment seeking the dismissal of the remaining two Counts of the plaintiff's Complaint. That motion was denied, without prejudice, on February 19, 2014.

On September 21, 2015, the court entered an Order and Final Judgment (“Judgment”). Pursuant to the Judgment, the Stipulation of Settlement ("Stipulation") agreed to by the plaintiff class, the Company and the remaining defendants was approved. In consideration for the full settlement and release of all Released Claims (as that term is defined in the Stipulation) and the dismissal of the Action with prejudice as against the Company and the remaining defendants, the Company, on its own behalf and on behalf of the remaining defendants, will pay $1,950,000.00 to the Class. It is anticipated that the aforesaid settlement amount will be paid by December 15, 2015.

The Company and the other defendants in the Action ("Plaintiffs") have brought a lawsuit ("Carrier Suit") against Progressive Insurance Company ("Progressive"), the Directors' and Officers' Liability insurance carrier for Pamrapo Bancorp, Inc., at the time of its merger with the Company on July 6, 2010, and Colonial American Insurance Company ("Colonial"), the Directors' and Officers' Liability insurance carrier for the Company at the time of the merger. The Carrier Suit seeks, among other claims, indemnification, payment of and/or contribution toward the above settlement, payment of and/or contribution toward the above award of interim attorney's fees to the plaintiff class's counsel, payment of and/or contribution toward any future award of attorney's fees to the plaintiff class's counsel, and reimbursement of the attorney's fees and defense costs incurred by the Plaintiffs in defending the Action and pursuing the Carrier Suit.

Progressive made a motion to dismiss the Carrier Suit in 2014. The Plaintiffs opposed that motion. That motion was administratively terminated by Order of the court, dated December 3, 2014. By Order of the court, dated December 3, 2014, the Plaintiffs' motion to file an Amended Complaint was granted.

On or about January 6, 2015, Progressive again made a motion to dismiss the Carrier Suit. The Plaintiffs opposed that motion. That motion was denied by oral decision on October 22, 2015.

A Mediation session ("Mediation") was held on March 11, 2015, among the parties. Following the Mediation, the Plaintiffs and Colonial agreed to settle the Plaintiffs’ claims against Colonial for $1,750,000.00. A Settlement Agreement and Release, dated June 30, 2015, was entered into by the Plaintiffs and Colonial. The Plaintiffs received the settlement amount of $1,750,000.00 from Colonial on July 9, 2015.

The Plaintiffs and Progressive did not settle their respective claims at the Mediation. The Carrier Suit continues with respect to these parties. Initial discovery has been exchanged between the parties. The court has directed that the parties engage in “expedited discovery.” The parties will be allowed to make cross-motions for summary judgment upon the conclusion of “expedited discovery.” The court has encouraged the parties to pursue another mediation session. The Plaintiffs are vigorously pursuing full recovery.

ITEM 1.A. RISK FACTORS

Other than as set forth below, there have been no changes to the risk factors set forth under Item 1.A Risk Factors as set forth in the Company’s Form 10-K for the year ended December 31, 2014.

The asset quality of our loan portfolio may deteriorate if the economy falters, resulting in a portion of our loans failing to perform in accordance with their terms. Under such circumstances our profitability will be adversely affected.

At September 30, 2015, the Company had $52.6 million in classified loans of which none were classified as doubtful, $34.9 million were classified as substandard and $17.7 million were classified as special mention. In addition, at that date we had $18.1 million in non-accruing loans. We have adhered to stringent underwriting standards in the origination of loans, but there can be no assurance that loans that we originated will not experience asset quality deterioration as a result of a downturn in the local economy. Should our local economy weaken, our asset quality may deteriorate resulting in losses to the Company.

We may be unable to, or choose not to, pay dividends on our common stock.

We cannot assure you of our ability to continue to pay dividends. Our ability to pay dividends depends on the following factors, among others: • We may not have sufficient earnings, since our primary source of income, the payment of dividends to us by our subsidiary bank, is subject to federal and state laws that limit the ability of the Bank to pay dividends; FRB policy requires bank holding companies to pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition; and Our board of directors may determine that, even though funds are available for dividend payments, retaining the funds for internal uses, such as expansion of our operations, is a better strategy. If we fail to pay dividends, capital appreciation, if any, of our common stock may be the sole opportunity for gains on an investment in our common stock. In addition, in the event our subsidiary bank becomes unable to pay dividends to us, we may not be able to service our debt or pay our other obligations or pay dividends on our common stock and preferred stock. Accordingly, our inability to receive dividends from our subsidiary banks could also have a material adverse effect on our business, financial condition and results of operations and the value of your investment in our common stock.

Our common stock is subordinate to our existing and future preferred stock in the payment of dividends and liquidation and subordinate to our current and future indebtedness.

As of the date of this prospectus supplement, we had outstanding 354 shares of our Series C 6% Noncumulative Perpetual Preferred Stock, 478 shares of our Series B 6% Noncumulative Perpetual Preferred Stock and 865 shares of our Series A 6% Noncumulative Perpetual Preferred Stock. These shares have rights that are senior to our common stock. Holders of our preferred stock are entitled to receive discretionary, non-cumulative dividends, payable quarterly, on or about each April 15, July 15, October 15 and December 15. The dividend rate is fixed at 6%. Payments on the preferred stock as described in the paragraph above, if any, are to be made before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of our preferred stock must be satisfied in full before any distributions can be made to the holders of our common stock. Our board of directors has the authority to issue an aggregate of up to 10,000,000 shares of preferred stock, and to determine the terms of each issue of preferred stock, without shareholder approval. Accordingly, you should assume that any shares of preferred stock that we may issue in the future will also be senior to our common stock. Because our decision to issue preferred equity securities in the future will depend on market conditions and other factors beyond our control, the amount, timing, nature or success of our future capital raising efforts is uncertain. Thus, holders of our common stock bear the risk that our future issuances of preferred equity securities will negatively affect the market price of our common stock. In addition, our common stock will rank junior to all existing and future indebtedness and other non-equity claims. Our existing and future indebtedness may also restrict payment of dividends on common stock. As of June 30, 2015, our indebtedness and obligations, on a consolidated basis, totaled approximately $202 million.

Anti-takeover provisions could negatively impact our shareholders.

Provisions of our certificate of incorporation and by-laws and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock. These provisions could also discourage proxy contests and make it more difficult for holders of our common stock to elect directors other than the candidates nominated by our board of directors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 28, 2012, the Company announced a seventh stock repurchase plan to repurchase 5% or 440,000 shares of the Company’s common stock. On July 17, 2013, the Company announced an eighth stock repurchase plan to repurchase 5% or 400,000 shares of the Company’s common stock. There were no stock purchases for the three months ended September 30, 2015.

On November 4th, 2015, we issued and sold in a public offering an aggregate of 2,400,000 shares of our common stock at $10.00 per share. The shares included in our offering were registered under the Securities Act pursuant to our registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-199424) and was filed with the SEC on October 16, 2014 and declared effective on November 4, 2014. The Form S-3 registered certain types of our securities, including our common stock, up to a total dollar amount of $50.0 million. Sandler O’Neill & Partners, L.P. acted as book-running manager and as representatives of the underwriters. Janney Montgomery Scott LLC and Oppenheimer & Company Inc. acted as co-managers for the offering. The offering commenced on October 28, 2015, and resulted in approximately $22.1 million of net proceeds, after deducting underwriting discounts and commissions and other offering expenses of $1.9 million payable by us. None of the underwriting discounts and commissions or other offering expenses were incurred or paid to our directors or officers or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFTEY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit 10.17 Employment Agreements with Thomas Coughlin, Joseph Javitz and Thomas Keating (22)

Exhibit 10.18 Underwriting Agreement with Sandler O’Neill + Partners, L.P (23)

Exhibit 11.0 Computation of Earnings per Share.

Exhibit 31.1 and 31.2 Officers’ Certification filed pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 Officers’ Certification filed pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS XBRL Instance Document

Exhibit 101.SCH XBRL Taxonomy Extension Schema

Exhibit 101.CAL XBRL Taxonomy Extension Calculation LinkBase

Exhibit 101.DEF XBRL Taxonomy Extension Definition LinkBase

Exhibit 101.LAB XBRL Taxonomy Extension Label LinkBase

Exhibit 101.PRE XBRL Taxonomy Extension Presentation LinkBase

____

(22) Incorporated by reference to Exhibits 10.1, 10.2 and 10.3 to the Form 8-K filed with the Securities and Exchange Commission on September 11 2015.

(23) Incorporated by reference to Exhibit 1.01 to the Form 8-K filed with the Securities and Exchange Commission on November 4, 2015.

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.



	BCB BANCORP, INC.

Date: November 6, 2015	By:	/s/ Thomas Coughlin
		Thomas Coughlin
		President and Chief Executive Officer (Principal Executive Officer)

Date: November 6, 2015	By:	/s/ Thomas P. Keating
		Thomas P. Keating Senior Vice President and Chief Financial Officer
		(Principal Accounting and Financial Officer)