Equibles

10-Q

BCB BANCORP INC (BCBP)

10-Q 2023-08-04 For: 2023-06-30
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

Or

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

For the transition period from ___________ to ___________

Commission File Number: 0-50275

BCB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New Jersey 26-0065262
(State or other jurisdiction of<br><br>incorporation or organization) (IRS Employer<br><br>I.D. No.)
104-110 Avenue C Bayonne, New Jersey 07002
(Address of principal executive offices) (Zip Code)

(201) 823-0700

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    x   Yes    o   No

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

Large Accelerated Filer o Accelerated Filer x
Non-Accelerated Filer o Smaller Reporting Company o
Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 1, 2023, BCB Bancorp, Inc., had 16,788,483 shares of common stock, no par value, outstanding.

‎

BCB BANCORP INC. AND SUBSIDIARIES

INDEX

Page
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as of June 30, 2023 (unaudited) and December 31, 2022 (unaudited) 1
Consolidated Statements of Income for the three and six months ended June 30, 2023 and 2022 (unaudited) 2
Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022 (unaudited) 3
Consolidated Statement of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited) 4
Consolidated Statements of Cash Flows for the three and six months ended June 30, 2023 and 2022 (unaudited) 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item 3. Quantitative and Qualitative Disclosures about Market Risk 34
Item 4. Controls and Procedures 34
PART II. OTHER INFORMATION 35
Item 1. Legal Proceedings 35
Item 1A. Risk Factors 35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 35
Item 3. Defaults Upon Senior Securities 35
Item 4. Mine Safety Disclosures 35
Item 5. Other Information 35
Item 6. Exhibits 37
Signature 38

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)

December 31,
2022
ASSETS
Cash and amounts due from depository institutions 13,378 $ 11,520
Interest-earning deposits 259,834 217,839
Total cash and cash equivalents 273,212 229,359
Interest-earning time deposits 735 735
Debt securities available for sale 87,648 91,715
Equity investments 12,825 17,686
Loans held for sale - 658
Loans receivable, net of allowance for credit losses
of 30,205 and 32,373 respectively (1) 3,319,721 3,045,331
Federal Home Loan Bank of New York stock, at cost 31,667 20,113
Premises and equipment, net 13,561 10,508
Accrued interest receivable 15,384 13,455
Other real estate owned 75 75
Deferred income taxes 16,445 16,462
Goodwill and other intangibles 5,324 5,382
Operating lease right-of-use assets 13,658 13,520
Bank-owned life insurance ("BOLI") 72,344 71,656
Other assets 10,254 9,538
Total Assets 3,872,853 $ 3,546,193
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Non-interest bearing deposits 620,509 $ 613,910
Interest bearing deposits 2,265,212 2,197,697
Total deposits 2,885,721 2,811,607
FHLB advances 622,536 382,261
Subordinated debentures 37,624 37,508
Operating lease liability 14,003 13,859
Other liabilities 13,346 9,704
Total Liabilities 3,573,230 3,254,939
STOCKHOLDERS' EQUITY
Preferred stock: 0.01 par value, 10,000,000 shares authorized; issued and outstanding 2,123 shares of Series H 3.5% and Series I 3.0%, (liquidation value 10,000 per share) noncumulative perpetual preferred stock at June 30, 2023 and December 31, 2022 - -
Additional paid-in capital preferred stock 21,003 21,003
Common stock: no par value; 40,000,000 shares authorized; issued 20,022,454 and 19,898,197 at June 30, 2023 and December 31, 2022, respectively, outstanding 16,788,483 and 16,930,979, at June 30, 2023 and December 31, 2022, respectively - -
Additional paid-in capital common stock 197,521 196,164
Retained earnings 128,867 115,109
Accumulated other comprehensive loss (9,421) (6,491)
Treasury stock, at cost, 3,233,971 and 2,967,218 shares at June 30, 2023 and December 31, 2022, respectively (38,347) (34,531)
Total Stockholders' Equity 299,623 291,254
Total Liabilities and Stockholders' Equity 3,872,853 $ 3,546,193

All values are in US Dollars.

See accompanying notes to unaudited consolidated financial statements

^(1)^ The Company adopted ASU 2016-13 as of January 1, 2023. Prior year periods have not been restated. ‎

1

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Income

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

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Interest and dividend income:
Loans, including fees $ 42,644 $ 28,781 $ 81,533 $ 55,102
Mortgage-backed securities 184 47 370 206
Other investment securities 1,070 939 2,190 1,887
FHLB stock and other interest earning assets 3,339 694 5,496 990
Total interest income 47,237 30,461 89,589 58,185
Interest expense:
Deposits:
Demand 4,190 946 7,344 1,704
Savings and club 143 110 261 218
Certificates of deposit 8,474 849 14,927 1,829
12,807 1,905 22,532 3,751
Borrowings 7,441 815 12,597 1,621
Total interest expense 20,248 2,720 35,129 5,372
Net interest income 26,989 27,741 54,460 52,813
Provision (benefit) for credit losses ^(1)^ 1,350 - 1,972 (2,575)
Net interest income after (credit) provision for loan losses 25,639 27,741 52,488 55,388
Non-interest income:
Fees and service charges 1,442 1,213 2,540 2,427
BOLI income 267 686 688 1,441
Gain on sales of loans - 43 6 108
Realized and unrealized (losses) on equity investments (669) (2,302) (3,896) (4,987)
Other 78 47 116 98
Total non-interest income 1,118 (313) (546) (913)
Non-interest expense:
Salaries and employee benefits 7,711 6,715 15,329 13,451
Occupancy and equipment 2,560 2,673 5,112 5,368
Data processing and communications 1,795 1,469 3,460 2,934
Professional fees 622 489 1,188 983
Director fees 270 296 535 617
Regulatory assessments 796 244 1,332 548
Advertising and promotional 350 254 628 395
Other real estate owned, net 1 4 2 5
Other 601 912 974 1,714
Total non-interest expense (loss) 14,706 13,056 28,560 26,015
Income before income tax provision 12,051 14,372 23,382 28,460
Income tax provision 3,447 4,209 6,672 8,345
Net Income $ 8,604 $ 10,163 $ 16,710 $ 20,115
Preferred stock dividends 174 138 347 414
Net Income available to common stockholders $ 8,430 $ 10,025 $ 16,363 $ 19,701
Net Income per common share-basic and diluted
Basic $ 0.50 $ 0.59 $ 0.97 $ 1.16
Diluted $ 0.50 $ 0.58 $ 0.96 $ 1.13
Weighted average number of common shares outstanding
Basic 16,824 16,997 16,886 16,989
Diluted 16,831 17,404 17,010 17,375

See accompanying notes to unaudited consolidated financial statements.

^^

^(1)^ The Company adopted ASU 2016-13 as of January 1, 2023. Prior year periods have not been restated.

2

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands, Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net Income $ 8,604 $ 10,163 $ 16,710 $ 20,115
Other comprehensive loss, net of tax:
Unrealized (losses) gains on available-for-sale debt securities:
Unrealized holding (losses) gains arising during the period (3,803) (2,290) (3,790) (5,485)
Tax Effect 995 568 860 1,360
Other comprehensive loss (2,808) (1,722) (2,930) (4,125)
Comprehensive income $ 5,796 $ 8,441 $ 13,780 $ 15,990

See accompanying notes to unaudited consolidated financial statements.

3

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

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

Common<br>‎Stock Additional<br>‎Paid-In<br>‎Capital Retained<br>‎Earnings Treasury<br>‎Stock Accumulated<br>‎Other<br>‎Comprehensive<br>‎Income<br>‎(Loss) Total
Balance at December 31, 2022 - $ - $ 217,167 $ 115,109 $ (34,531) $ (6,491) $ 291,254
Effect of Adopting ASU No. 2016 -13 ("CECL") - - - 2,870 - - 2,870
Beginning Balance at January 1, 2023 - - 217,167 117,979 (34,531) (6,491) 294,124
Net income - - - 16,710 - - 16,710
Other comprehensive loss - - - - - (2,930) (2,930)
Exercise of stock options (61,000 shares) - - 418 - - - 418
Stock-based compensation expense - - 217 - - - 217
Treasury Stock Purchases (266,753 shares) - - - - (3,816) - (3,816)
Dividends payable on Series H 3.5% and Series I 3.0% noncumulative perpetual preferred stock - - - (347) - - (347)
Cash dividends on common stock (0.32 per share declared) - - - (5,280) - - (5,280)
Dividend reinvestment plan - - 195 (195) - - -
Stock Purchase Plan - - 527 - - - 527
Balance at June 30, 2023 - $ - $ 218,524 $ 128,867 $ (38,347) $ (9,421) $ 299,623
Common<br>‎Stock Additional<br>‎Paid-In<br>‎Capital Retained<br>‎Earnings Treasury<br>‎Stock Accumulated<br>‎Other<br>‎Comprehensive<br>‎Income (Loss) Total
Balance at April 1, 2023 - $ - $ 218,200 $ 123,121 $ (37,090) $ (6,613) $ 297,618
Net income - - - 8,604 - - 8,604
Other comprehensive loss - - - - - (2,808) (2,808)
Stock-based compensation expense - - 111 - - - 111
Treasury Stock Purchases (115,000 shares) - - - - (1,257) - (1,257)
Dividends payable on Series H 3.5% and Series I 3.0% noncumulative perpetual preferred stock - - - (174) - - (174)
Cash dividends on common stock (0.16 per share declared) - - - (2,593) - - (2,593)
Dividend reinvestment plan - - 91 (91) - - -
Stock Purchase Plan - - 122 - - - 122
Balance at June 30, 2023 - $ - $ 218,524 $ 128,867 $ (38,347) $ (9,421) $ 299,623

All values are in US Dollars.

See accompanying notes to unaudited consolidated financial statements.

‎

4

Common<br>‎Stock Additional<br>‎Paid-In<br>‎Capital Retained<br>‎Earnings Treasury<br>‎Stock Accumulated<br>‎Other<br>‎Comprehensive<br>‎Income<br>‎(Loss) Total
Balance at January 1, 2022 - $ - $ 222,850 $ 81,171 $ (31,125) $ 1,128 $ 274,024
Net income - - - 20,115 - - 20,115
Other comprehensive income - - - - - (4,125) (4,125)
Stock-based compensation expense - - 191 - - - 191
Treasury stock purchases (43,113 shares) - - - - (764) - (764)
Dividends payable on Series D 4.5%, Series G 6%, Series H 3.5% noncumulative, and series I 3.0% perpetual preferred stock - - - (450) - - (450)
Redemption of Series D and Series G Preferred Stock (14,730) - - - (14,730)
Issuance of Series I Preferred Stock - - 2,370 - - 2,370
Cash dividends on common stock (0.32 per share declared) - - - (5,213) - - (5,213)
Dividend reinvestment plan - - 230 (230) - - -
Stock purchase plan - - 219 - - - 219
Balance at June 30, 2022 - $ - $ 211,130 $ 95,393 $ (31,889) $ (2,997) $ 271,637

All values are in US Dollars.

Common<br>‎Stock Additional<br>‎Paid-In<br>‎Capital Retained<br>‎Earnings Treasury<br>‎Stock Accumulated<br>‎Other<br>‎Comprehensive<br>‎Income<br>‎(Loss) Total
Balance at April 1, 2022 - $ - $ 220,435 $ 88,132 $ (31,133) $ (1,275) $ 276,159
Net income - - - 10,163 - - 10,163
Other comprehensive income - - - - - (1,722) (1,722)
Stock-based compensation expense - - 96 - - - 96
Treasury stock purchases (44,598 shares) - - - - (756) - (756)
Dividends payable on Series D 4.5%, Series G 6%, Series H 3.5% noncumulative, and series I 3.0% perpetual preferred stock - - - (174) - - (174)
Redemption of Series D and Series I Preferred Stock - - (9,650) - - (9,650)
Cash dividends on common stock (0.16 per share declared) - - - (2,612) - - (2,612)
Dividend reinvestment plan - - 116 (116) - - -
Stock purchase plan - - 133 - - - 133
Balance at June 30, 2022 - $ - $ 211,130 $ 95,393 $ (31,889) $ (2,997) $ 271,637

All values are in US Dollars.

See accompanying notes to unaudited consolidated financial statements.

‎

5

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands, Unaudited)

Six Months Ended June 30,
2023 2022
Cash Flows from Operating Activities:
Net Income $ 16,710 $ 20,115
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment 964 1,242
Amortization and accretion, net (1,080) (522)
Provision (benefit) for credit losses 1,972 (2,575)
Deferred income tax expense (benefit) 877 736
Loans originated for sale - (4,856)
Proceeds from sales of loans 664 5,911
Gain on sales of loans originated for sale (6) (108)
Realized and unrealized losses (gains) on equity investments 3,896 4,987
Stock-based compensation expense 217 191
BOLI Income (688) (1,441)
(Increase) decrease in accrued interest receivable (1,929) (1,132)
(Increase) decrease in other assets (716) (1,671)
Increase (decrease) in accrued interest payable 2,747 (46)
Increase (decrease) in other liabilities 895 (1,087)
Net Cash Provided by Operating Activities 24,523 19,744
Cash flows from investing activities:
Proceeds from repayments, calls, and maturities on securities available for sale 5,579 8,118
Purchases of securities (5,453) (15,488)
Proceeds from sales of securities 965 1,232
Net increase in loans receivable (271,806) (311,845)
Proceeds from BOLI - 3,500
Additions to premises and equipment (4,017) (81)
Purchase of Federal Home Loan Bank of New York stock (11,554) (697)
Net Cash Used In Investing Activities (286,286) (315,261)
Cash flows from financing activities:
Net increase in deposits 74,114 93,628
Proceeds from Federal Home Loan Bank of New York Long Term Advances 250,000 15,000
Net change in Federal Home Loan Bank of New York Short Term Advances (10,000) -
Purchases of treasury stock (3,816) (764)
Cash dividends paid on common stock (5,280) (5,213)
Cash dividends paid on preferred stock (347) (450)
Net proceeds from issuance of common stock 527 219
Net proceeds from issuance of preferred stock - 2,370
Payments for redemption of preferred stock - (14,730)
Exercise of stock options 418 -
Net Cash Provided by Financing Activities 305,616 90,060
Net Increase (Decrease) Increase in Cash and Cash Equivalents 43,853 (205,457)
Cash and Cash Equivalents-Beginning 229,359 411,629
Cash and Cash Equivalents-Ending $ 273,212 $ 206,172
Supplementary Cash Flow Information:
Cash paid during the period for:
Income taxes $ 8,522 $ 9,948
Interest 32,382 5,419

See accompanying notes to unaudited consolidated financial statements.

‎

6

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 Corporation, Special Asset REO I, LLC., and Special Asset REO II, LLC. 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 consolidated 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, 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, 2022, 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 December 31, 2022 and the date these consolidated financial statements were issued.

Risks and Uncertainties - The occurrence of events which adversely affect the global, national and regional economies may have a negative impact on our business. Like other financial institutions, our business relies upon the ability and willingness of our customers to transact business with us, including banking, borrowing and other financial transactions. A strong and stable economy at each of the local, federal and global levels is often a critical component of consumer confidence and typically correlates positively with our customers’ ability and willingness to transact certain types of business with us. Local and global events outside of our control which disrupt the New Jersey, New York, United States and/or global economy may therefore negatively impact our business and financial condition. A public health crisis such as the COVID-19 pandemic is no exception, and its adverse health and economic effects may adversely impact our business and financial condition.

Note 2 - Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this ASU defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective upon issuance. The FASB had previously issued 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting and related amendments in 2020 to ease the potential burden in accounting for reference rate reform. The amendments in ASU 2020-04 were elective and applied to all entities that have contracts, hedging relationships, and other transactions that reference the London Inter-bank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The Company does not expect such adoption of the new ASU to have an impact on the Company’s consolidated financial instruments.

The Company adopted ASU 2016-13 on January 1, 2023 for all financial assets measured at amortized cost and off-balance sheet credit exposures using the modified retrospective method. Results for the three and six months ended June 30, 2023 are presented under Accounting Standards Codification 326, Financial Instruments – Credit Losses, while prior period amounts continue to be reported with previously applicable GAAP and have not been restated. Effective January 1, 2023, the Company recorded a $4.2 million decrease in allowance for credit losses on loans that is referred to as the current expected credit loss (“CECL”) methodology (previously allowance for loan losses), an elimination of $1.1 million of reserves related to acquired loans, and a $1.3 million increase related to allowance for off balance sheet credit exposures included in other liabilities section of the consolidated statements of financial condition, which resulted in a total cumulative effect adjustment of $2.9 million and an increase to retained earnings a component of the stockholders’ equity (net of tax). Further information regarding the impact of CECL can be found in Note 7 – Loan Receivable and Allowance for Credit Losses.

Allowance for Credit Losses

The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the consolidated statement of financial condition. The expected credit loss for unfunded lending commitments and unfunded loan commitments is reported on the consolidated statement of financial condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in other non-interest expense.

Allowance for Credit Losses on Loans Receivable

The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Individually evaluated loans are primarily non-accrual and collateral dependent loans. Furthermore, the Company evaluates the pooling methodology at least annually to ensure that loans with similar risk characteristics are pooled appropriately. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. The Company calculates estimated credit losses for these loan segments using quantitative models and qualitative factors. Further information on loan segmentation and the credit loss estimation is included in Note 7 – Loan Receivables and Allowance for Credit Losses.

Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

7

Allowance for Credit Losses on Off-Balance Sheet Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. As noted above, the allowance for credit losses on unfunded loan commitments is included in other liabilities on the consolidated statement of financial condition and the related credit expense is recorded in other non-interest expense in the consolidated statements of income.

Allowance for Credit Losses on Available for Sale Securities

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost and adverse conditions related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rate by major agencies and have a long history of no credit losses.

Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Note 3 – Reclassification

Certain amounts 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 4 – Equity Incentive Plans

Equity Incentive Plans

Under the 2018 Equity Incentive Plan, on January 12, 2022, awards of 33,000 shares of restricted stock, in aggregate, were declared for members of the Board of Directors of the Bank and the Company, which vest over a 4-year period, commencing on the anniversary of the award date. On September 30, 2022, awards of 36,000 shares of restricted stock, in aggregate, were declared for certain executive officers of the Bank and the Company, which fully vested on November 30, 2022.

On January 31, 2023, awards of 27,000 shares of restricted stock, in aggregate were declared for members of the Board of Directors of the Bank and the company, which vest over a 4-year period, commencing on the anniversary of the award date.

The Company, under the plan approved by its shareholders on April 27, 2023 (“2023 Equity Incentive Plan”), authorized the issuance of up to 1,000,000 shares of common stock of the Company pursuant to grants of stock options, restricted stock awards, restricted stock units, and performance awards. Employees and directors of the Company and the Bank are eligible to participate in the 2023 Equity Incentive 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 June 30, 2023, an award of 25,252 shares of restricted stock was declared for a director and executive officer of the Bank and the Company, which fully vests on the anniversary of the award date.

‎

8

Note 4 – Equity Incentive Plans (Continued)

The following table presents a summary of the status of the Company’s restricted shares as of June 30, 2023 and 2022.

Number of Shares Awarded Weighted Average Grant Date Fair Value
Non-vested at January 1, 2023 48,150 $ 14.83
Granted 27,000 17.99
Vested (13,650) 14.60
Forfeited - -
Non-vested at June 30, 2023 61,500 $ 16.27
Number of Shares Awarded Weighted Average Grant Date Fair Value
--- --- --- ---
Non-vested at January 1, 2022 26,700 $ 12.89
Granted 33,000 16.00
Vested (6,750) 12.89
Forfeited - -
Non-vested at June 30, 2022 52,950 $ 14.83

Restricted stock expense for the six months ended June 30, 2023 and June 30, 2022 was $151,000 and $54,000, respectively. Expected future expenses relating to the non-vested restricted shares outstanding as of June 30, 2023 was approximately $813,000 over a weighted average period of 2.93 years.

The following table presents a summary of the status of the Company’s outstanding stock option awards as of June 30, 2023.

Number of Option Shares Range of Exercise Prices Weighted Average Exercise Price
Outstanding at January 1, 2023 1,036,975 $ 9.03-13.68 $ 11.72
Options granted - - -
Options exercised (61,000) 9.03 9.03
Options forfeited - - -
Options expired - - -
Outstanding at June 30, 2023 975,975 $ 10.55-13.68 $ 11.89

As of June 30, 2023, stock options which were granted and were exercisable totaled 772,895. It is Company policy to issue new shares upon share option exercise.

Compensation expense for the six months ended June 30, 2023 and June 30, 2022 was $65,000 and $88,000, respectively. Expected future compensation expense relating to the 203,080 shares of unvested options outstanding as of June 30, 2023 was $331,000 over a weighted average period of 3.32 years.

‎

9

Note 5 – 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 and six months ended June 30, 2023 and 2022, the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. For the three and six months ended June 30, 2023 and 2022, there were no outstanding options considered to be anti-dilutive.

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

For the Three Months Ended June 30,
2023 2022
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
(In Thousands, except per share data)
Basic earnings per share:
Income available to common stockholders $ 8,430 16,824 $ 0.50 $ 10,025 16,997 $ 0.59
Effect of dilutive securities:
Stock options - 7 - 407
Diluted earnings per share:
Income available to common stockholders $ 8,430 16,831 $ 0.50 $ 10,025 17,404 $ 0.58
For the Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- ---
2023 2022
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
(In Thousands, except per share data)
Basic earnings per share:
Income available to common stockholders $ 16,363 16,886 $ 0.97 $ 19,701 16,989 $ 1.16
Effect of dilutive securities:
Stock options - 124 - 386
Diluted earnings per share:
Income available to common stockholders $ 16,363 17,010 $ 0.96 $ 19,701 17,375 $ 1.13

Note 6 - Securities

Equity Securities

Equity securities are defined to include (a) preferred, common and other ownership interests in entities including partnerships, joint ventures and limited liability companies and (b) rights to acquire or dispose of ownership interest in entities at fixed or determinable prices.

The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three months and six months ended June 30, 2023 and 2022:

For the three months ended June 30, For the six months ended June 30,
(In Thousands) 2023 2022 2023 2022
Net losses recognized during the period on equity securities held at the reporting date $ (494) $ (2,302) $ (3,721) $ (4,928)
Net losses recognized during the period on equity securities sold during the period (175) - (175) (59)
Realized and unrealized losses on equity investments during the reporting period $ (669) $ (2,302) $ (3,896) $ (4,987)

‎

10

Note 6 - Securities (continued)

Debt 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 June 30, 2023 and December 31, 2022:

June 30, 2023
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
(In Thousands)
Residential Mortgage-backed securities:
More than one to five years $ 405 $ - $ 15 $ 390
More than five to ten years 5,008 - 364 4,644
More than ten years 27,059 - 3,430 23,629
Sub-total: 32,472 - 3,809 28,663
Corporate Debt securities:
Less than one year 7,290 - 87 7,203
More than five to ten years 59,564 - 7,782 51,782
Sub-total: 66,854 - 7,869 58,985
Total Debt Securities Available for Sale $ 99,326 $ - $ 11,678 $ 87,648
December 31, 2022
--- --- --- --- --- --- --- --- ---
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
(In Thousands)
Residential Mortgage-backed securities:
More than five to ten years 5,445 - 350 5,095
More than ten years 23,210 - 3,435 19,775
Sub-total: 28,655 - 3,785 24,870
Corporate Debt securities:
Due within one year 7,321 - 91 7,230
More than five to ten years 59,629 - 4,005 55,624
Sub-total: 66,950 - 4,096 62,854
Municipal obligations:
Due after ten years 3,997 - 6 3,991
Sub-total: 3,997 - 6 3,991
Total Debt Securities Available for Sale $ 99,602 $ - $ 7,887 $ 91,715

‎

11

Note 6 - Securities (continued)

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:

12 Months or Less More than 12 Months Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
(In Thousands)
June 30 2023
Residential mortgage-backed securities $ 6,746 $ 318 $ 21,917 $ 3,491 $ 28,663 $ 3,809
Corporate Debt securities 29,711 3,064 27,974 4,805 57,685 7,869
$ 36,457 $ 3,382 $ 49,891 $ 8,296 $ 86,348 $ 11,678
December 31, 2022
Residential mortgage-backed securities $ 17,362 $ 2,022 $ 7,508 $ 1,763 $ 24,870 $ 3,785
Corporate Debt Securities 51,607 3,199 9,948 897 61,555 4,096
Municipal Obligations 3,991 6 - - 3,991 6
$ 72,960 $ 5,227 $ 17,456 $ 2,660 $ 90,416 $ 7,887

Note 7 - Loans Receivable and Allowance for Credit Losses

The following tables present the recorded investment in loans receivable as of June 30, 2023 and December 31, 2022 by segment and class:

June 30, 2023 December 31, 2022
(In Thousands)
Residential one-to-four family $ 250,345 $ 250,123
Commercial and multi-family 2,490,883 2,345,229
Construction 179,156 144,931
Commercial business^(1)^ 368,948 282,007
Home equity^(2)^ 61,595 56,888
Consumer 3,994 3,240
3,354,921 3,082,418
Less:
Deferred loan fees, net (4,995) (4,714)
Allowance for credit losses^(3)^ (30,205) (32,373)
Total Loans, net $ 3,319,721 $ 3,045,331

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

(3) The Company adopted ASU 2016-13 on January 1, 2023 with a modified retrospective approach. Accordingly, at June 30, 2023, the allowance for credit losses was determined in accordance with ASC 326, “Financial Instruments-Credit Losses”. ‎

12

Note 7 – Loans Receivable and Allowance for Credit Losses (Continued)

Allowance for Credit Losses

The Company engages a third-party vendor to assist in the CECL calculation and has established a robust internal governance framework to oversee the quarterly estimation process for the allowance for credit losses (“ACL”). The ACL calculation methodology relies on regression-based discounted cash flow (“DCF”) models that correlate relationships between certain financial metrics and external market and macroeconomic variables. Following are some of the key factors and assumptions that are used in the Company’s CECL calculations:

methods based on probability of default and loss given default which are modeled based on macroeconomic scenarios;

a reasonable and supportable forecast period determined based on management’s current review of macroeconomic environment;

a reversion period after the reasonable and supportable forecast period;

estimated prepayment rates based on the Company’s historical experience and future macroeconomic environment;

estimated credit utilization rates based on the Company’s historical experience and future macroeconomic environment; and

incorporation of qualitative factors not captured within the modeled results. The qualitative factors include but are not limited to changes in lending policies, business conditions, changes in the nature and size of the portfolio, portfolio concentrations, and external factors such as competition.

Allowance for credit losses are aggregated for the major loan segments, with similar risk characteristics, summarized below. However, for the purposes of calculating the reserves, these segments may be further broken down into loan classes by risk characteristics that include but are not limited to regulatory call codes, industry type, geographic location, and collateral type.

Residential one-to-four family real estate loans involve certain risks such as interest rate risk and risk of non-repayment. Adjustable-rate residential real estate loans decrease the interest rate risk to the Bank that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying properties 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 lending entails additional risks as compared with residential family property lending. Such loans typically involve large loan balances to single borrowers or groups of related borrowers. The payment experience on such loans is typically dependent on the successful operation of the real estate project. The success of such projects is sensitive to changes in supply and demand conditions in the market for commercial real estate as well as general economic conditions.

Construction lending is generally considered to involve a 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 Bank than construction loans to individuals on their personal residence.

Commercial business lending, including lines of credit, is 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 many cases, any repossessed collateral for a defaulted commercial business loans will not provide an adequate source of repayment of the outstanding loan balance.

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

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

‎

13

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table sets forth the activity in the Company’s allowance for credit losses for the three and six months ended June 30, 2023, and the related portion of the allowances for credit losses that is allocated to each loan class, as of June 30, 2023 (in thousands):

Residential Commercial & Multi-family Construction Commercial Business ^(1)^ Home Equity ^(2)^ Consumer Unallocated Total
Allowance for credit losses:
Beginning Balance, April 1, 2023 $ 2,361 $ 14,966 $ 3,850 $ 6,991 $ 680 $ 34 - $ 28,882
Charge-offs: - - - (39) - - - (39)
Recoveries: 12 - - - - - - 12
Provision (benefit): 80 79 240 912 42 (3) - 1,350
Ending Balance, June 30, 2023 2,453 15,045 4,090 7,864 722 31 - 30,205
Ending Balance attributable to loans:
Individually evaluated - - 608 2,164 - - - 2,772
Collectively evaluated 2,453 15,045 3,482 5,700 722 31 - 27,433
Ending Balance, June 30, 2023 2,453 15,045 4,090 7,864 722 31 - 30,205
Loans Receivables:
Individually evaluated 356 17,108 5,604 4,969 212 - - 28,249
Collectively evaluated 249,989 2,473,775 173,552 363,979 61,383 3,994 - 3,326,672
Total Gross Loans: $ 250,345 $ 2,490,883 $ 179,156 $ 368,948 $ 61,595 $ 3,994 $ - $ 3,354,921
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.
Residential Commercial & Multi-family Construction Commercial Business ^(1)^ Home Equity^(2)^ Consumer Unallocated Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Allowance for credit losses:
Ending Balance December 31, 2022 2,474 21,749 2,094 5,367 485 24 180 32,373
Effect of adopting ASU No. 2016-13 ("CECL") 144 (7,123) 1,387 1,418 182 7 (180) (4,165)
Beginning Balance, January 1, 2023 $ 2,618 $ 14,626 $ 3,481 $ 6,785 $ 667 $ 31 $ - $ 28,208
Charge-offs: - - - (40) - - - (40)
Recoveries: 24 - - 25 16 - - 65
Provision (benefit): (189) 419 609 1,094 39 - - 1,972
Ending Balance, June 30, 2023 $ 2,453 $ 15,045 $ 4,090 $ 7,864 $ 722 $ 31 $ - $ 30,205

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

‎

14

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table sets forth the activity in the Company’s allowance for loan losses for the three and six months ended June 30, 2022, and the related portion of the allowances for loan losses that is allocated to each loan class, as of June 30, 2022 (in thousands):

Residential Commercial & Multi-family Construction Commercial Business ^(1)^ Home Equity ^(2)^ Consumer Unallocated Total
Allowance for loan losses:
Beginning Balance, April 1, 2022 $ 2,501 $ 20,820 $ 1,965 $ 8,136 $ 334 $ 15 $ 209 $ 33,980
Charge-offs: - - - (6) - - - (6)
Recovery: 2 - - 135 2 - - 139
Provision (benefit): 62 337 383 (626) 51 2 (209) -
Ending Balance June 30, 2022 $ 2,565 $ 21,157 $ 2,348 $ 7,639 $ 387 $ 17 $ - $ 34,113
Ending Balance attributable to loans:
Individually evaluated $ 211 $ - $ 382 $ 5,732 $ 8 $ - $ - $ 6,333
Collectively evaluated 2,354 21,157 1,966 1,907 379 17 - 27,780
Ending Balance June 30, 2022 $ 2,565 $ 21,157 $ 2,348 $ 7,639 $ 387 $ 17 $ - $ 34,113
Loans Receivables:
Individually evaluated $ 4,786 $ 27,629 $ 3,043 $ 6,182 $ 771 $ - $ - $ 42,411
Collectively evaluated 231,097 2,002,968 152,027 175,686 51,037 2,656 - 2,615,471
Total Gross Loans: $ 235,883 $ 2,030,597 $ 155,070 $ 181,868 $ 51,808 $ 2,656 $ - $ 2,657,882

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Residential Commercial & Multi-family Construction Commercial Business (1) Home Equity (2) Consumer Unallocated Total
Allowance for loan losses:
Beginning Balance, January 1, 2022 $ 4,094 $ 22,065 $ 2,231 $ 8,000 $ 533 $ 14 $ 182 $ 37,119
Charge-offs: - - - (772) - - - (772)
Recovery: 2 - - 136 5 198 - 341
Provision (benefit): (1,531) (908) 117 275 (151) (195) (182) (2,575)
Ending Balance, June 30, 2022 $ 2,565 $ 21,157 $ 2,348 $ 7,639 $ 387 $ 17 $ - $ 34,113

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

The following table sets forth the amount recorded in loans receivable at December 31, 2022. 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 credit 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 credit losses:
Ending Balance attributable to loans:
Individually evaluated $ 196 $ - $ 518 $ 2,066 $ 4 $ - $ - $ 2,784
Collectively evaluated 2,278 21,749 1,576 3,301 481 24 180 29,589
Ending Balance, December 31, 2022 $ 2,474 $ 21,749 $ 2,094 $ 5,367 $ 485 $ 24 $ 180 $ 32,373
Loans Receivables:
Individually evaluated $ 5,147 $ 15,397 $ 3,180 $ 3,821 $ 727 $ - $ - $ 28,272
Collectively evaluated 244,976 2,329,832 141,751 278,186 56,161 3,240 - 3,054,146
Total Gross Loans: $ 250,123 $ 2,345,229 $ 144,931 $ 282,007 $ 56,888 $ 3,240 $ - $ 3,082,418

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

‎

15

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table presents the activity in the allowance for credit losses on off balance sheet exposures for the three and six months ended June 30, 2023 (in thousands):

Three Months Ended June 30, 2023 Six Months Ended June 30, 2023
(In thousands) (In thousands)
Allowance for Credit Losses:
Beginning Balance $ 689 $ -
Impact of adopting ASU No. 2016-13 ("CECL") effective January 1, 2022 - 1,266
(Benefit) provision for credit losses (435) (1,012)
Balance at June 30, 2023 $ 254 $ 254

‎

16

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The Company adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measurement of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty. The Company did not have any loans that were both experiencing financial difficulty and modified during the six months June 30, 2023.

The following table sets forth the delinquency status of total loans receivable as of June 30, 2023:

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)
Residential one-to-four family $ 231 $ 305 $ 178 $ 714 $ 249,631 $ 250,345 $ -
Commercial and multi-family 15,024 1,086 - 16,110 2,474,773 2,490,883 -
Construction 222 - 4,145 4,367 174,789 179,156 -
Commercial business^(1)^ 1,496 191 873 2,560 366,388 368,948 -
Home equity^(2)^ 199 - - 199 61,396 61,595 -
Consumer - - - - 3,994 3,994 -
Total $ 17,172 $ 1,582 $ 5,196 $ 23,950 $ 3,330,971 $ 3,354,921 $ -

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

The following table sets forth the delinquency status of total loans receivable at December 31, 2022:

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)
Residential one-to-four family $ 253 $ 314 $ - $ 567 $ 249,556 $ 250,123 $ -
Commercial and multi-family 2,163 428 - 2,591 2,342,638 2,345,229 -
Construction - - 3,180 3,180 141,751 144,931 -
Commercial business^(1)^ 190 1,115 1,086 2,391 279,616 282,007 -
Home equity^(2)^ 699 - - 699 56,189 56,888 -
Consumer - - - - 3,240 3,240 -
Total $ 3,305 $ 1,857 $ 4,266 $ 9,428 $ 3,072,990 $ 3,082,418 $ -

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

17

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The table below sets forth the amounts and types of non-accrual loans in the Bank’s loan portfolio at June 30, 2023 and December 31, 2022, respectively. Loans are placed on non-accrual status when they become more than 90 days delinquent, or when the collection of principal and/or interest become doubtful.

As of June 30, 2023, and December 31, 2022, non-accrual loans differed from the amount of total loans past due 90 days due to loans 90 days past due and still accruing, or loans that were previously 90 days past due which are maintained on non-accrual status for a minimum of six months until the borrower has demonstrated its ability to satisfy the terms of the loan. There were $500,000 at June 30, 2023 and $843,000 at December 31, 2022 in non-accrual loans that were less than ninety days past due.

As of June 30, 2023 As of December 31, 2022
(In Thousands) (In Thousands)
Non-Accruing Loans:
Residential one-to-four family $ 178 $ 243
Commercial and multi-family - 346
Construction 4,145 3,180
Commercial business^(1)^ 1,373 1,340
Home equity^(2)^ - -
Total $ 5,696 $ 5,109

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

Had non-accrual loans been performing in accordance with their original terms, the interest income recognized for the six months ended June 30, 2023 and the twelve months ended December 31, 2022 would have been approximately $822,000 and $1.0 million, respectively. The Bank has not committed to lend additional funds to the borrowers whose loans have been placed on non-accrual status. At June 30, 2023 and December 31, 2022 there were no loans more than 90 days past due and still accruing interest.

‎

18

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

Criticized and Classified Assets

Company policies provide for a classification system for problem assets. Under this classification system, problem assets are classified as “substandard,” “doubtful,” or “loss.”

The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies. The grades assigned and definitions are as follows, and loans graded excellent, above average, good and watch list (risk ratings 1-5) are treated as “pass” for grading purposes. The “criticized” risk rating (6) and the “classified” risk ratings (7-9) are detailed below:

6 – Special Mention- Loans currently performing but with potential weaknesses including adverse trends in borrower’s operations, credit quality, financial strength, or possible collateral deficiency.

7 – Substandard- Loans that are inadequately protected by current sound worth, paying capacity, and collateral support. Loans on “non-accrual” status. The loan needs special and corrective attention.

8 – Doubtful- Weaknesses in credit quality and collateral support make full collection improbable, but pending reasonable factors remain sufficient to defer the loss status.

9 – Loss- Continuance as a bankable asset is not warranted. However, this does not preclude future attempts at partial recovery.

‎

19

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table summarizes the Company's loans by year of origination and internally assigned credit risk rating at June 30, 2023 and gross charge-offs for the six months ended June 30, 2023.

Loans by Year of Origination at June 30, 2023
2023 2022 2021 2020 2019 Prior Revolving Loans Revolving Loans to Term Loans Total
Residential one-to-four family
Pass $ 10,821 $ 55,569 $ 39,875 $ 32,110 $ 12,313 $ 99,301 $ - $ - $ 249,989
Special Mention - - - - - - - -
Substandard - - 178 - - 178 - - 356
Total one-to-four family $ 10,821 $ 55,569 $ 40,053 $ 32,110 $ 12,313 $ 99,479 $ - $ - $ 250,345
Commercial and multi-family
Pass $ 212,555 $ 843,724 $ 231,418 $ 222,710 $ 53,280 $ 891,663 $ 1,922 $ - $ 2,457,272
Special Mention - - - 3,575 - 12,928 - - 16,503
Substandard - 3,084 - - - 14,024 - - 17,108
Total Commercial and multi-family $ 212,555 $ 846,808 $ 231,418 $ 226,285 $ 53,280 $ 918,615 $ 1,922 $ - $ 2,490,883
Construction
Pass $ 10,701 $ 72,701 $ 57,747 $ 19,663 $ - $ 5,878 $ 6,277 $ - $ 172,967
Special Mention - - - 586 - - - - 586
Substandard - 1,458 - 928 - 3,217 - - 5,603
Total Construction $ 10,701 $ 74,159 $ 57,747 $ 21,177 $ - $ 9,095 $ 6,277 $ - $ 179,156
Commercial business
Pass $ 1,374 $ 313 3,354 5,296 $ 7,230 $ 40,244 $ 300,650 $ - $ 358,461
Special Mention - - - - 394 1,674 3,450 - 5,518
Substandard - - - - - 3,169 1,800 - 4,969
Total Commercial business $ 1,374 $ 313 $ 3,354 $ 5,296 $ 7,624 $ 45,087 $ 305,900 $ - $ 368,948
Home equity
Pass $ 1,987 $ 1,730 $ 576 $ 801 $ 1,332 $ 7,141 $ 47,315 $ 501 $ 61,383
Special Mention - - - - - - - - -
Substandard - - - - - - - 212 212
Total Home equity $ 1,987 $ 1,730 $ 576 $ 801 $ 1,332 $ 7,141 $ 47,315 $ 713 $ 61,595
Consumer
Pass $ 1,258 $ 514 $ 2,027 $ 116 $ 52 $ - $ 27 $ - $ 3,994
Special Mention - - - - - - - - -
Substandard - - - - - - - - -
Total Consumer $ 1,258 $ 514 $ 2,027 $ 116 $ 52 $ - $ 27 $ - $ 3,994
Total Loans $ 238,696 $ 979,093 $ 335,175 $ 285,785 $ 74,601 $ 1,079,417 $ 361,441 $ 713 $ 3,354,921
Gross charge-offs $ - $ - $ - $ - $ - $ 40 $ - $ - $ 40

‎

20

Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table summarizes the Company's loans by year of origination and internally assigned credit risk rating at December 31, 2022.

Loans by Year of Origination at December 31, 2022
2022 2021 2020 2019 2018 Prior Revolving Loans Revolving Loans to Term Loans Total
Residential one-to-four family
Pass $ 56,893 $ 40,465 $ 33,019 $ 12,959 $ 23,918 $ 82,144 $ - $ - $ 249,398
Special Mention - - - - - 303 - - 303
Substandard - 179 - - - 243 - - 422
Total one-to-four family $ 56,893 $ 40,644 $ 33,019 $ 12,959 $ 23,918 $ 82,690 $ - $ - $ 250,123
Commercial and multi-family
Pass $ 854,299 $ 234,441 $ 235,830 $ 55,752 $ 312,353 $ 628,191 $ - $ - $ 2,320,866
Special Mention - - - - - 14,183 - - 14,183
Substandard 599 - - - 8,000 1,581 - - 10,180
Total Commercial and multi-family $ 854,898 $ 234,441 $ 235,830 $ 55,752 $ 320,353 $ 643,955 $ - $ - $ 2,345,229
Construction
Pass $ 51,783 $ 58,827 $ 17,518 $ - $ 1,794 $ 4,031 $ 7,798 $ - $ 141,751
Special Mention - - - - - - - - -
Substandard - - - - 3,180 - - - 3,180
Total Construction $ 51,783 $ 58,827 $ 17,518 $ - $ 4,974 $ 4,031 $ 7,798 $ - $ 144,931
Commercial business
Pass $ 70 $ 5,331 $ 5,470 $ 8,070 $ 22,940 $ 19,487 $ 212,402 $ - $ 273,770
Special Mention - - - 431 - 1,600 2,385 - 4,416
Substandard - - - - 2,686 758 377 - 3,821
Total Commercial business $ 70 $ 5,331 $ 5,470 $ 8,501 $ 25,626 $ 21,845 $ 215,164 $ - $ 282,007
Home equity
Pass $ 1,541 $ 643 $ 830 $ 1,390 $ 1,465 $ 6,437 $ 43,857 $ 513 $ 56,676
Special Mention - - - - - - - - -
Substandard - - - - - - - 212 212
Total Home equity $ 1,541 $ 643 $ 830 $ 1,390 $ 1,465 $ 6,437 $ 43,857 $ 725 $ 56,888
Consumer
Pass $ 994 $ 2,034 $ 139 $ 67 $ - $ - $ 6 $ - $ 3,240
Special Mention - - - - - - - - -
Substandard - - - - - - - - -
Total Consumer $ 994 $ 2,034 $ 139 $ 67 $ - $ - $ 6 $ - $ 3,240
Total Loans $ 966,179 $ 341,920 $ 292,806 $ 78,669 $ 376,336 $ 758,958 $ 266,825 $ 725 $ 3,082,418

‎

21

Note 8 – Stockholders’ Equity

On September 23, 2022, the Company closed a round of private placement of Series I Noncumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”), resulting in gross proceeds of $4,440,000 for 444 shares.

On May 1, 2022, the Company redeemed all 940 outstanding shares of it’s Series D 4.5% Noncumulative Perpetual Preferred Stock, at their face value of $10,000 per share, for a total redemption amount of $9.4 million.

On March 24, 2022, BCB Bancorp, Inc. (the “Company”) closed a round of private placement of Series I Noncumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”), resulting in gross proceeds of $2,620,000 for 260 shares.

On February 4, 2022, the Company redeemed all 533 outstanding shares of its Series G 6.0% Noncumulative Perpetual Preferred Stock, at their face value of $10,000 per share, for a total redemption amount of $5.3 million.

Note 9 – Bank-Owned Life Insurance

BOLI involves life insurance purchased by the Bank on a chosen group of employees, and the Bank is owner and beneficiary of the policies. At June 30, 2023 the Bank had $72.3 million in BOLI. BOLI is recorded at its net realizable value.

Note 10 – Goodwill and Other Intangible Assets

The Company’s intangible assets consist of goodwill and core deposit intangibles in connection with the acquisition of IA Bancorp, Inc. as of April 17, 2018. The initial recording of goodwill and other intangible assets requires subjective judgments concerning estimates of the fair value of the acquired assets and assumed liabilities. Goodwill is not amortized but is subject to annual tests for impairment or more often if events or circumstances indicate it may be impaired.

The Company’s core deposit intangibles are amortized on an accelerated basis using an estimated life of 10 years and in accordance with U.S. GAAP are evaluated annually for impairment. An impairment loss will be recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

The Company believes that the fair values of its goodwill and other intangible assets were in excess of their carrying amounts and there was no impairment at June 30, 2023.

Amortization expense of the core deposit intangibles was $59,000 and $25,000 for the six months ended June 30, 2023 and June 30, 2022, respectively. The unamortized balance of the core deposit intangibles and the amount of goodwill at June 30, 2023 was $70,000 and $5.2 million, respectively. The unamortized balance of the core deposits intangibles and the amount of goodwill at December 31, 2022 was $129,000 and $5.2 million, respectively.

‎

22

Note 11 – 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.

Assets 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 June 30, 2023:
Securities
Debt Securities Available for Sale $ 87,648 $ - $ 87,648 $ -
Marketable Equities $ 12,825 $ 12,825 $ - $ -
Total Securities $ 100,473 $ 12,825 $ 87,648 $ -
As of December 31, 2022:
Securities
Debt Securities Available for Sale $ 91,715 $ - $ 91,715 $ -
Marketable Equities $ 17,686 $ 17,686 $ - $ -
Total Securities $ 109,401 $ 17,686 $ 91,715 $ -

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 months ended June 30, 2023 and 2022. ‎ ‎There were no liabilities measured at fair value on a recurring basis at June 30, 2023 or December 31, 2022.

Assets 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 June 30, 2023
Individually Evaluated Loans $ 3,534 $ - $ - $ 3,534
Other real estate owned $ 75 $ - $ - $ 75
As of December 31, 2022:
Individually Evaluated Loans $ 5,587 $ - $ - $ 5,587
Other real estate owned $ 75 $ - $ - $ 75

‎There were no liabilities measured at fair value on a recurring basis at June 30, 2023 or December 31, 2022. ‎

23

Note 11 – Fair Values of Financial Instruments (Continued)

The following tables present additional quantitative information as of June 30, 2023 and December 31, 2022 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
Estimate Techniques Input Range
June 30, 2023:
Individually Evaluated Loans $ 3,534 Appraisal of collateral (1) Appraisal adjustments (2) 0%-10%
Other real estate owned $ 75 Appraisal of collateral (1) Appraisal adjustments (2) 0%-10%
Fair Value Valuation Unobservable
--- --- --- --- --- ---
Estimate Techniques Input Range
December 31, 2022:
Individually Evaluated Loans $ 5,587 Appraisal of collateral (1) Appraisal adjustments (2) 0%-10%
Other real estate owned $ 75 Appraisal of collateral (1) Appraisal adjustments (2) 0%-10%

(1)Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not objectively determinable.

(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.

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 June 30, 2023 and December 31, 2022.

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 fair values.

Securities (Carried at Fair Value)

The fair value of securities is determined by obtaining quoted market prices on nationally recognized security exchanges (Level 1) or, 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 Cost)

The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for specific attributes of that loan. Loans held for sale are carried at the lower of cost or fair value.

Loans Receivable (Carried at Cost)

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

‎

24

Note 11 – Fair Values of Financial Instruments (Continued)

Individually Evaluated Loans (Generally Carried at Fair Value)

Individually evaluated loans are those for which the Company has measured and recorded an impairment generally based on the fair value of the loan’s collateral, less estimated costs to sell. 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 June 30, 2023 and December 31, 2022 consisted of the loan balances of $6.3 million net of a valuation allowance of $2.8 million and $8.4 million net of a valuation of loan allowance of $2.8 million, respectively.

Other Real Estate Owned (Generally Carried at Lower of Cost or Fair Value)

Real Estate Owned is generally carried at fair value less estimated costs to sell 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.

Accrued Interest Receivable and Payable (Carried at Cost)

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

Deposits (Carried at Cost)

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings and money market accounts1) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Debt Including Subordinated Debentures (Carried at Cost)

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

Off-Balance Sheet Financial Instruments (Disclosed at Cost)

Fair values for the 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.

‎

25

Note 11 – Fair Values of Financial Instruments (Continued)

The carrying values and estimated fair values of financial instruments were as follows as of June 30, 2023 and December 31, 2022:

As of June 30, 2023
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 $ 273,212 $ 273,212 $ 273,212 $ - $ -
Interest-earning time deposits 735 735 - 735 -
Debt securities available for sale 87,648 87,648 - 87,648 -
Equity investments 12,825 12,825 12,825 - -
Loans receivable, net 3,319,721 3,218,533 - - 3,218,533
FHLB of New York stock, at cost 31,667 31,667 - 31,667 -
Accrued interest receivable 15,384 15,384 - 15,384 -
Financial liabilities:
Deposits 2,885,721 2,568,433 1,674,666 893,767 -
Borrowings 622,536 616,331 - 616,331 -
Subordinated debentures 37,624 40,815 - 40,815 -
Accrued interest payable 5,820 5,820 - 5,820 -
As of December 31, 2022
--- --- --- --- --- --- --- --- --- --- ---
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 $ 229,359 $ 229,359 $ 229,359 $ - $ -
Interest-earning time deposits 735 735 - 735 -
Debt securities available for sale 91,715 91,715 - 91,715 -
Equity investments 17,686 17,686 17,686 - -
Loans held for sale 658 658 - 658 -
Loans receivable, net 3,045,331 2,876,925 - - 2,876,925
FHLB of New York stock, at cost 20,113 20,113 - 20,113 -
Accrued interest receivable 13,455 13,455 - 13,455 -
Financial liabilities:
Deposits 2,811,607 2,499,978 1,713,754 786,224 -
Debt 382,261 377,227 - 377,227 -
Subordinated debentures 37,508 40,113 - 40,113 -
Accrued interest payable 3,073 3,073 - 3,073 -

‎

26

Note 12 – Subordinated debt

On July 30, 2018, the Company issued $33.5 million of fixed-to-floating rate subordinated debentures (the “Notes”) in a private placement. The Notes have a 10-year term and bear interest at a fixed annual rate of 5.625% for the first five years of the term (the "Fixed Interest Rate Period"). The Notes state that beginning August 1, 2023, the interest rate will adjust to a floating rate based on the three-month LIBOR plus 2.72% until redemption or maturity (the "Floating Interest Rate Period"). However LIBOR is being replaced as the benchmark rate per the discussion below. The Notes are scheduled to mature on August 1, 2028. Subject to limited exceptions, the Company cannot redeem the Notes for the first five years of the term. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period during the term of the Notes. The Notes constitute an unsecured and subordinated obligation of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. The Notes qualify as Tier 2 capital for the Company for regulatory purposes, when applicable, and the portion that the Company contributes to the Bank will qualify as Tier 1 capital for the Bank. The additional capital is used for general corporate purposes including organic growth initiatives. Subordinated debt includes associated deferred costs of $0 and $116,000 at June 30, 2023 and December 31, 2022, respectively.

The Company also has $4.1 million of mandatory redeemable trust preferred securities. The interest rate on these floating rate junior subordinated debentures adjusts quarterly, equal to the three-month LIBOR plus 2.65%.

In accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) and the regulation issued by the Board of Governors of the Federal Reserve System implementing the LIBOR Act (the “LIBOR Rule”), the Company has selected the three-month CME Term SOFR as the applicable successor rate for both the Notes and the trust preferred securities. The calculation of the amount of interest payable, based on the three-month CME Term SOFR, will also include the applicable tenor spread adjustment of 0.26161% per annum as specified in the LIBOR Act. The Company does not anticipate there will be a significant financial statement impact from this change.

Note 13 – Lease Obligations

The Company leases 25 of its offices under various operating lease agreements. The leases have remaining terms of one year to 10 years. The leases contain provisions for the payment by the Company of its pro-rata share of real estate taxes, insurance, common area maintenance and other variable expenses. The Company will allocate payments made under such leases between lease and non-lease components. Some leases contain renewal options and options to purchase the assets.

The Company has elected not to recognize a lease liability and a right of use asset for leases with a lease term of 12 or fewer months.

The following tables present certain information related to the Company’s leases (in thousands):

Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022
Operating lease expense $ 896 $ 938 $ 1,832 $ 1,840
Variable lease expense-operating leases $ 256 $ 257 $ 524 $ 476
At June 30, 2023 At December 31, 2022
--- --- --- --- ---
Supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets $ 13,658 $ 13,520
Current liabilities $ 1,631 $ 3,062
Operating lease liabilities (noncurrent portion) 13,797 12,218
Imputed interest (1,425) (1,421)
Total operating lease liabilities $ 14,003 $ 13,859

The weighted average remaining lease term for operating leases at June 30, 2023 and December 31, 2022 was 6.10 years and 6.49 years, respectively. The weighted average discount rate for operating leases at June 30, 2023 and December 31, 2022 was 2.94 percent and 2.83 percent, respectively.

The following table summarizes the Company’s maturity of lease obligations for operating leases at June 30, 2023 and December 31, 2022 (in thousands):

Maturities of lease liabilities:
At June 30, 2023 At December 31, 2022
Operating Leases Operating Leases
One year or less $ 1,631 $ 3,062
Over one year through three years 5,468 4,766
Over three years through five years 4,341 3,496
Over five years 3,988 3,956
Gross operating lease liabilities $ 15,428 $ 15,280
Imputed interest (1,425) (1,421)
Total operating lease liabilities $ 14,003 $ 13,859

Note 14 – Subsequent Events

On July 19, 2023, the Board of Directors of the Company declared a cash dividend of $0.16 per share to shareholders of record of its common stock on August 4, 2023, with a payment date of August 18, 2023.

27

ITEM 2.

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

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, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

The most significant factor that could cause future results to differ materially from those anticipated by our forward-looking statements include the ongoing impact of higher inflation levels, higher interest rates and general economic and recessionary concerns, all of which could impact economic growth and could cause a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations, our ability to manage liquidity and capital in a rapidly changing and unpredictable market, supply chain disruptions, labor shortages and additional interest rate increases by the Federal Reserve. Other factors that could cause future results to vary materially 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 Company’s ability to effectively attract and deploy deposits;

changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility;

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 and state governments;

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

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, or regulatory risk;

expanding regulatory requirements which could adversely affect operating results;

civil unrest in the communities that we serve;

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, in Part II, Item 1A of our quarterly reports on Form 10-Q, 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.

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 June 30, 2023, we had $3.873 billion in consolidated assets, $2.886 billion in deposits and $299.6 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 June 30, 2023, the Bank operated through 24 branches in Bayonne, Edison, Jersey City, Hoboken, Fairfield, Holmdel, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, as well as three branches in Hicksville and Staten Island, NY, and through executive offices located at 104-110 Avenue C and an administrative office located at 591-595 Avenue C, Bayonne, New Jersey 07002. The Bank’s deposit accounts are insured by the FDIC, and the Bank is a member of the Federal Home Loan Bank System.

The rapid rise in interest rates during 2022 and in the first six months of 2023, the resulting industry-wide reduction in the fair value of securities portfolios, and the bank runs that led to the failures of some financial institutions in March of 2023, among other events, have resulted in a current state of volatility and uncertainty with respect to the health of the U.S. banking system. There is heightened awareness around liquidity, uninsured deposits, deposit composition, unrecognized investment losses, and capital. See further discussion around some of these items in the remaining sections of the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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:

28

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.

Critical Accounting Estimates

Estimates and assumptions are necessary in the application of certain accounting policies and can be susceptible to significant change. Critical accounting estimates are defined as those that involve a significant level of estimation uncertainty and have had, or could have, a material impact on the Company’s financial conditions or results of operation. At June 30, 2023, the Company considers the allowance for credit losses to be its critical accounting estimate.

See further discussion of this critical accounting estimate in Note 7 of this From 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022.

Financial Condition

Total assets increased by $326.7 million, or 9.2 percent, to $3.873 billion at June 30, 2023, from $3.546 billion at December 31, 2022. The increase in total assets was mainly related to increases in total loans and in cash and cash equivalents.

Total cash and cash equivalents increased by $43.9 million, or 19.1 percent, to $273.2 million at June 30, 2023, from $229.4 million at December 31, 2022. The increase was primarily due to an increase in Federal Home Loan Bank (“FHLB”) borrowings and in deposits.

Loans receivable, net, increased by $274.4 million, or 9.0 percent, to $3.320 billion at June 30, 2023, from $3.045 billion at December 31, 2022. Total loan increases during 2023 included increases of $145.7 million in commercial real estate and multi-family loans, $86.9 million in commercial business loans, $34.2 million in construction loans, $222,000 in residential one-to-four family loans and $5.5 million in home equity and consumer loans. The allowance for credit losses (“ACL”) decreased $2.2 million to $30.2 million, or 530.3 percent of non-accruing loans and 0.90 percent of gross loans, at June 30, 2023, as compared to an ACL of $32.4 million, or 633.7 percent of non-accruing loans and 1.05 percent of gross loans, at December 31, 2022. Upon adoption of the CECL methodology, the Day One CECL adjustment resulted in a $4.2 million reduction to our ACL.

Total investment securities decreased by $8.9 million, or 8.2 percent, to $100.5 million at June 30, 2023, from $109.4 million at December 31, 2022, representing unrealized losses, calls and maturities, and repayments.

Deposit liabilities increased by $74.1 million, or 2.6 percent, to $2.886 billion at June 30, 2023, from $2.811 billion at December 31, 2022. Interest bearing demand and savings and club deposits decreased by $65.5 million in the aggregate offset by increases in non-interest bearing, money market, and certificates of deposits totaling $139.6 million during the first six months of 2023.

Debt obligations increased by $240.4 million to $660.2 million at June 30, 2023 from $419.8 million at December 31, 2022. The weighted average interest rate of FHLB advances was 4.53 percent at June 30, 2023 and 4.07 percent at December 31, 2022. The weighted average maturity of FHLB advances as of June 30, 2023 was 1.27 years. The fixed interest rate of our subordinated debt balances was 5.62 percent at June 30, 2023 and December 31, 2022.

Stockholders’ equity increased by $8.4 million, or 2.9 percent, to $299.6 million at June 30, 2023, from $291.3 million at December 31, 2022. The increase was primarily attributable to the increase in retained earnings of $13.8 million, or 12.0 percent, to $128.9 million at June 30, 2023 from $115.1 million at December 31, 2022. This increase was partially offset by the $2.9 million increase in accumulated other comprehensive loss during the first six months of 2023.

‎

29

Net Interest Income Analysis

Net interest income represents the difference between income earned on our interest-earning assets and the expense incurred on our interest-bearing liabilities, and is analyzed and monitored by the Company on a regular basis. The following tables set forth average balance sheets, yields, and costs. The yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or expense. No tax equivalent adjustments have been made as the effects would not be significant.

Three Months Ended June 30,
2023 2022
Average Balance Interest Earned/Paid Average Yield/Rate (3) Average Balance Interest Earned/Paid Average Yield/Rate (3)
(Dollars in thousands)
Interest-earning assets:
Loans receivable ^(4) (5)^ $ 3,315,120 $ 42,644 5.15% $ 2,517,283 $ 28,781 4.57%
Investment securities^(6)^ 100,971 1,254 4.97% 107,132 986 3.68%
Interest earnings assets 278,746 3,339 4.79% 344,510 694 0.81%
Total interest-earning assets 3,694,837 47,237 5.11% 2,968,925 30,461 4.10%
Non-interest-earning assets 125,032 107,156
Total assets $ 3,819,869 $ 3,076,081
Interest-bearing liabilities:
Interest-bearing demand accounts $ 712,415 $ 2,209 1.24% $ 796,227 $ 569 0.29%
Money market accounts 331,339 1,981 2.39% 356,062 376 0.42%
Savings accounts 312,201 143 0.18% 346,432 110 0.13%
Certificates of Deposit 904,766 8,474 3.75% 565,479 850 0.60%
Total interest-bearing deposits 2,260,721 12,807 2.27% 2,064,200 1,905 0.37%
Borrowed funds 630,706 7,441 4.72% 109,436 815 2.98%
Total interest-bearing liabilities 2,891,427 20,248 2.80% 2,173,636 2,720 0.50%
Non-interest-bearing liabilities 630,928 631,430
Total liabilities 3,522,355 2,805,066
Stockholders' equity 297,514 271,015
Total liabilities and stockholders' equity $ 3,819,869 $ 3,076,081
Net interest income $ 26,989 $ 27,741
Net interest rate spread^(1)^ 2.31% 3.60%
Net interest margin^(2)^ 2.92% 3.74%

(1)Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2)Net interest margin represents net interest income divided by average total interest-earning assets.

(3)Annualized.

(4)Excludes allowance for credit losses.

(5)Includes non-accrual loans which are immaterial to the yield.

(6)Includes Federal Home Loan Bank of New York Stock

‎

30

Six Months Ended June 30,
2023 2022
Average Balance Interest Earned/Paid Average Yield/Rate (3) Average Balance Interest Earned/Paid Average Yield/Rate (3)
(Dollars in thousands)
Interest-earning assets:
Loans receivable ^(4) (5)^ $ 3,240,812 $ 81,533 5.03% $ 2,431,043 $ 55,102 4.53%
Investment securities^(6)^ 104,898 2,560 4.88% 108,024 2,093 3.88%
FHLB Stock and other interest earning assets 243,987 5,496 4.51% 395,512 990 0.50%
Total Interest-earning assets 3,589,697 89,589 4.99% 2,934,579 58,185 3.97%
Non-interest-earning assets 120,966 104,666
Total assets $ 3,710,663 $ 3,039,245
Interest-bearing liabilities:
Interest-bearing demand accounts $ 713,098 $ 3,998 1.12% $ 751,396 $ 968 0.26%
Money market accounts 322,930 3,346 2.07% 350,842 736 0.42%
Savings accounts 317,451 261 0.16% 341,531 218 0.13%
Certificates of Deposit 876,762 14,927 3.40% 588,518 1,829 0.62%
Total interest-bearing deposits 2,230,241 22,532 2.02% 2,032,287 3,751 0.37%
Borrowed funds 546,528 12,597 4.61% 109,272 1,621 2.97%
Total interest-bearing liabilities 2,776,769 35,129 2.53% 2,141,559 5,372 0.50%
Non-interest-bearing liabilities 638,406 626,518
Total liabilities 3,415,175 2,768,077
Stockholders' equity 295,488 271,168
Total liabilities and stockholders' equity $ 3,710,663 $ 3,039,245
Net interest income $ 54,460 $ 52,813
Net interest rate spread^(1)^ 2.46% 3.47%
Net interest margin^(2)^ 3.03% 3.60%

(1)Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2)Net interest margin represents net interest income divided by average total interest-earning assets.

(3)Annualized.

(4)Excludes allowance for credit losses.

(5)Includes non-accrual loans which are immaterial to the yield.

(6)Includes Federal Home Loan Bank of New York Stock

Results of Operations comparison for the Three Months Ended June 30, 2023 and 2022

Net income was $8.6 million for the second quarter ended June 30, 2023 and $10.2 million for the second quarter ended June 30, 2022. The decline was primarily driven by lower net interest income, higher credit loss provisioning and higher non-interest expenses for the second quarter of 2023 as compared with the second quarter of 2022.

Net interest income decreased by $752,000, or 2.7 percent, to $27.0 million for the second quarter of 2023, from $27.7 million for the second quarter of 2022. The decrease in net interest income resulted from higher interest expense which was partially offset by higher interest income.

Interest income increased by $16.8 million, or 55.1 percent, to $47.2 million for the second quarter of 2023 from $30.5 million for the second quarter of 2022. The average balance of interest-earning assets increased $725.9 million, or 24.5 percent, to $3.695 billion for the second quarter of 2023 from $2.969 billion for the second quarter of 2022, while the average yield increased 101 basis points to 5.11 percent for the second quarter of 2023 from 4.10 percent for the second quarter of 2022.

Interest expense increased by $17.5 million to $20.2 million for the second quarter of 2023 from $2.7 million for the second quarter of 2022. The increase resulted primarily from an increase in the average rate on interest-bearing liabilities of 230 basis points to 2.80 percent for the second quarter of 2023 from 0.50 percent for the second quarter of 2022, while the average balance of interest-bearing liabilities increased by $717.8 million to $2.891 billion for the second quarter of 2023 from $2.174 billion for the second quarter of 2022. The increase in the average cost of funds resulted primarily from the persistently high interest rate environment.

The net interest margin was 2.92 percent for the second quarter of 2023 compared to 3.74 percent for the second quarter of 2022. The decrease in the net interest margin compared to the second quarter of 2022 was the result of the increase in the cost of interest-bearing liabilities partially offset by the increase in the yield on interest-earning assets. In a persistently high interest rate environment, management has been proactive in managing both the yield on earning assets and the cost of funds to protect net interest margin and continue to support the growth of net interest income.

During the second quarter of 2023, the Company experienced $27,000 in net charge-offs compared to $133,000 in net recoveries in the second quarter of 2022. The Bank had non-accrual loans totaling $5.70 million, or 0.17 percent of gross loans, at June 30, 2023 as compared to $9.2 million, or 0.35 percent of gross loans, at June 30, 2022. The allowance for credit losses on loans was $30.2 million, or 0.90 percent of gross loans at June 30, 2023, and $34.1 million, or 1.28 percent of gross loans at June 30, 2022. The provision for credit losses was $1.35 million for the second quarter of 2023 compared to no provisioning for loan losses for the second quarter of 2022. Management believes that the allowance for credit losses on loans was adequate at June 30, 2023 and June 30, 2022.

Non-interest income increased by $1.4 million to $1.1 million for the second quarter of 2023 from a loss of $313,000 for second quarter of 2022. The increase in total non-interest income was mainly related to the decrease in the realized and unrealized losses on equity securities from $2.3 million to $669,000 thousand partially offset by a decrease in BOLI income of $419,000. The realized and unrealized losses on equity securities are based on market conditions.

Non-interest expense increased by $1.7 million, or 12.6 percent, to $14.7 million for the second quarter of 2023 from $13.1 million for the second quarter of 2022. The increase in operating expenses for the first quarter of 2023 was primarily driven by higher salaries, higher regulatory assessment charges, and increased data processing expenses compared to the second quarter of 2022. The increase in salaries related to targeted hiring and normal compensation increases. The number of full-time equivalent employees for the second quarter of 2023 was 307, as compared to 301 for the same period in 2022.

The income tax provision decreased by $762,000, or 18.1 percent, to $3.4 million for the second quarter of 2023 from $4.2 million for the second quarter of 2022. The consolidated effective tax rate was 28.6 percent for the second quarter of 2023 compared to 29.3 percent for the second quarter of 2022.

31

Results of Operations comparison for the Six Months Ended June 30, 2023 and 2022

Net income decreased by $3.4 million, or 16.9 percent, to $16.7 million for the first six months of 2023 from $20.1 million for the first six months of 2022. The decrease in net income was driven primarily by a higher loan loss provision and an increase in operating expenses for 2023 as compared to 2022.

Net interest income increased by $1.6 million, or 3.1 percent, to $54.5 million for the first six months of 2023 from $52.8 million for the first six months of 2022. The increase in net interest income resulted from a $31.4 million increase in interest income, partly offset by an increase of $29.8 million in interest expense.

Interest income increased by $31.4 million, or 54.0 percent, to $89.6 million for the first six months of 2023, from $58.2 million for the first six months of 2022. The average balance of interest-earning assets increased $655.1 million, or 22.3 percent, to $3.590 billion for the first six months of 2023, from $2.935 for the first six months of 2022, while the average yield increased 102 basis points to 4.99 percent from 3.97 percent for the same comparable period. The increase in the average balance of interest-earning assets mainly related to an increase in the Company’s level of average loans receivable for the first six months of 2023, as compared to the same period in 2022.

The increase in interest income mainly related to an increase in the average balance of loans receivable of $809.8 million to $3.241 billion for the first six months of 2023, from $2.431 billion for the first six months of 2022. The increase in the average balance of loans receivable was a result of the continued strength of the Company’s loan pipeline.

Interest expense increased by $29.8 million, or 553.9 percent, to $35.1 million for 2023, from $5.4 million for 2022. This increase resulted primarily from an increase in the average rate on interest-bearing liabilities of 203 basis points to 2.53 percent for the first six months of 2023, from 0.50 percent for the first six months of 2022, and an increase in the average balance of interest-bearing liabilities of $635.2 million, or 29.7 percent, to $2.777 billion from $2.142 billion over the same period. The increase in the average cost of funds primarily resulted from the high interest rate environment and an increase in the level of borrowed funds in the first six months of 2023 compared to the same period in 2022.

Net interest margin was 3.03 percent for the first six months of 2023, compared to 3.60 percent for the first six months of 2022. The decrease in the net interest margin compared to the prior period was the result of an increase in the average volume of interest-bearing liabilities as well as an increase in the cost of interest-bearing liabilities.

During the first six months of 2023, the Company experienced $25,000 in net recoveries compared to $431,000 in net charge offs for the same period in 2022. The provision for credit losses was $2.0 million for the first six months of 2023 compared to a credit to the provision for loan losses of $2.6 million for the same period in 2022.

Non-interest income increased by $367,000 to a loss of $546,000 for the first six months of 2023 from a loss of $913,000 for the first six months of 2022. The improvement in total non-interest income was mainly related to a decrease of $1.1 million in the realized and unrealized gains and losses on equity securities (from a loss of $5.0 million to a loss of $3.9 million) partially offset by a decrease of $753,000 in BOLI income. The realized and unrealized gains or losses on equity securities are based on market conditions.

Non-interest expense increased by $2.5 million, or 9.8 percent, to $28.6 million for the first six months of 2023 from $26.0 million for the same period in 2022. The increase in operating expenses for 2023 was driven primarily by an increase in salaries and employee benefits, higher data processing expenses, and an increase in our regulatory assessments. The increase in salaries related to targeted hiring of additional staff. The number of full-time equivalent employees for the six-month the period ended June 30, 2023 was 307, as compared with 301 for the same period in 2022.

The income tax provision decreased by $1.7 million or 20.0 percent, to $6.7 million for the first six months of 2023 from $8.3 million for the same period in 2022. The decrease in the income tax provision was a result of the lower taxable income for the six months ended June 30, 2023 compared to the same period in 2022. The consolidated effective tax rate was 28.5 percent for the first six months of 2023 compared to 29.3 percent for the first six months of 2022.

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 certain correspondent banks. The Federal Reserve Board also has announced a Bank Term Funding Program available to eligible depository institutions secured by U.S. treasuries, agency debt and mortgage-backed securities, and other qualifying assets as collateral at par, to mitigate the risk of potential losses on the sale of such instruments.

At June 30, 2023 and December 31, 2022, the Company had $0 and $60.0 million, respectively, in overnight borrowings outstanding with the FHLB. The Company utilizes overnight borrowings from time to time to fund short-term liquidity needs. The Company had total FHLB borrowings of $622.5 million at June 30, 2023 and $382.3 million at December 31, 2022. The average rate of FHLB advances was 4.53 percent at June 30, 2023 and 4.07 percent at December 31, 2022.

The Company had the ability at June 30, 2023 to obtain additional funding from the FHLB of up to $281.6 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 $883.4 million at June 30, 2023. Based upon historical experience, management estimates that a significant portion of such deposits will remain with the Company.

The Company was well positioned with adequate levels of cash and liquid assets as of June 30, 2023, as well as wholesale borrowing capacity of over $1.936 billion.

32

Subordinated Debentures

The Company has subordinated debentures outstanding, whose aggregate principal totaled $33.5 million at June 30, 2023. The subordinated debentures have a ten-year term and bore interest at a fixed annual rate of 5.625% for the first five years of the term. Beginning August 1, 2023, the interest rate adjusted to a floating rate based on the CME Term Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank of New York, as adjusted by the spread adjustment of 0.26161 percent, plus 2.72% until redemption or maturity. The Notes are scheduled to mature on August 1, 2028.

The Company also has $4.1 million of mandatory redeemable Trust Preferred securities. Effective September 18, 2023, the interest rate on these floating rate junior subordinated debentures adjusts quarterly based on the three-month CME Term SOFR, as adjusted by the spread adjustment of 0.26161 percent, plus 2.650%. Prior to September 18, 2023 the rate is based on the three-month LIBOR. The rate paid as of June 30, 2023 and 2022 was 8.160% and 4.680%, respectively. The trust preferred debenture became callable, at the Company’s option, on June 17, 2009, and quarterly thereafter.

In accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) and the regulation issued by the Board of Governors of the Federal Reserve System implementing the LIBOR Act (the “LIBOR Rule”), the Company selected the three-month CME Term SOFR as the applicable successor rate to LIBOR for both the Notes and the trust preferred securities. The calculation of the amount of interest payable, based on the three-month CME Term SOFR, also includes the applicable tenor spread adjustment of 0.26161% per annum as specified in the LIBOR Act. The Company does not anticipate there will be a significant financial statement impact from this change.

Capital Resources

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

On September 17, 2019, the FDIC passed a final rule providing qualifying community banking organizations the ability to opt-in to a new community bank leverage ratio (tier 1 capital to average consolidated assets) (“CBLR”) framework, with a minimum requirement of 9% for institutions under $10 billion in assets. Such institutions meeting that requirement may elect to utilize the CBLR in lieu of the general applicable risk-based capital requirements under Basel III. Such institutions that meet the CBLR and certain other qualifying criteria will automatically be deemed to be well-capitalized. The Bank decided to opt-in to the new CBLR, effective for the quarter ended March 31, 2020.

At June 30, 2023 and December 31, 2022, 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
Dollars in Thousands
As of June 30, 2023:
Bank
Community Bank Leverage Ratio $ 339,291 8.88 % $ 305,727 8.00 % 343,943 9.00 %
As of December 31, 2022:
Bank
Community Bank Leverage Ratio $ 327,806 9.86 % $ 265,557 8.00 % $ 298,752 9.00 %

‎

33

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Management of Market Risk

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

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

Quantitative Analysis. The following table presents the Company’s net portfolio value (“NPV”). These calculations were based upon assumptions believed to be fundamentally sound, although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of June 30, 2023. 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. 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 June 30, 2023. The following sets forth the Company’s NPV as of June 30, 2023.

NPV as a % of Assets
Change in calculation Net Portfolio Value $ Change from PAR % Change from PAR NPV Ratio Change
(Dollars in Thousands)
+300bp $ 524,578 $ (36,434) (6.49) % 14.62 % (0.09) bps
+200bp 540,517 (20,496) (3.65) 14.77 0.06 bps
+100bp 553,564 (7,448) (1.33) 14.82 0.11 bps
PAR 561,013 - 0.00 14.71 0.00 bps
-100bp 560,402 (611) (0.11) 14.39 (0.32) bps

____________

bps-basis point

The table above indicates that at June 30, 2023, in the event of a 100-basis point increase in interest rates, we would experience a 1.33 basis point decrease in NPV, as compared to a 1.92 percent decrease at December 31, 2022.

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 Interim 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 Interim 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.

Due to implementation of CECL issued by the FASB, the Bank has made updates to its internal control over financial reporting. Controls around the allowance for loan losses were replaced with CECL controls, including processes and control owners. With the exception of these changes, there was no change to our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

‎

34

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. As of June 30, 2023, 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.

ITEM 1.A. RISK FACTORS

There have been no material changes to the risk factors set forth under the Part I, Item 1.A. Risk Factors as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as amended by the risk factors set forth under the Part II, Item 1.A. Risk Factor set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

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

The following table provides certain information related to shares repurchased by the Company during the three months ended June 30, 2023:

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - April 30, 2023 30,000 $ 11.41 30,000 235,897
May 1 - May 31, 2023 85,000 12.10 85,000 150,897
June 1 - June 30, 2023 - - - 150,897
Total 115,000 $ 11.92 115,000

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFTEY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the fiscal quarter ended June 30, 2023, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

CEO Succession

The Company announced today that Thomas M. Coughlin will retire as President and Chief Executive Officer effective December 31, 2023 and that Ryan Blake, the Company’s current Chief Operating Officer, will succeed Mr. Coughlin as President and that Kenneth Emerson, the Company’s current Chief Strategy & Risk Officer, will succeed Mr. Coughlin as interim CEO. Mr. Coughlin will remain with the Company on a consulting basis after his retirement.

Mr. Coughlin has been President and CEO of the Company since 2014. He helped found the Company (originally named Bayonne Community Bank) in November 2000. In retirement, Mr. Coughlin plans to devote more time to his family, in particular his two-year-old daughter, Sundara.

Mr. Blake has been with the Company for 15 years and has been Chief Operating Officer since 2021. Prior to that role, Mr. Blake served as the Company’s Controller and Corporate Secretary. Mr. Emerson has been with the Company for three years and has over 35 years of banking experience. Prior to his tenure with the Company, Mr. Emerson spent over 17 years at Blue Foundry Bank (formerly Boiling Springs Savings Bank) in several capacities including Chief Information Officer, Chief Risk Officer and Chief Operations and Strategy Officer.

‎

35

“We have immense gratitude towards Tom and all he has been able to accomplish throughout his monumental tenure at BCB. Tom helped found the bank and grew it into an institution that has, and will continue to have, a profound positive impact on greater New Jersey,” said Ryan Blake, incoming President of BCB Bank. “Tom was able to achieve the vision of everything a community bank should be to become a vital game changer in the lives of the customers it serves every day, and I am proud to call him one of my mentors.”

“We are grateful to Tom for leading the organization into continued upward expansion, all while maximizing shareholder value, and ensuring that the quality of the customer experience was never compromised,” said Kenneth Emerson, incoming interim-CEO of BCB Bank. “We aim to take this momentum and continue serving innovative and top-of-the-line financial products and services.”

“Under Tom’s leadership, BCB Bank grew into a robust customer-focused community bank in markets throughout New Jersey and New York. In helping to found the Bank in 2000, Mr. Coughlin capitalized on a real, seismic opportunity that helped to re-invigorate the community. He understood that the bustling city was poised to grow in population, real estate, and retail market offerings,” said Mark Hogan, Chairman of the Company’s Board of Directors. “Today, BCB Bank is a trusted market leader in offering financial services and products to a diverse demographic of customers. Employing more than 350 people and with locations throughout New Jersey and New York.”

In connection with Mr. Coughlin’s retirement, Mr. Coughlin, the Company and the Bank have amended his Employment Agreement dated September 1, 2022 to provide that upon retirement the Company will increase Mr. Coughlin’s benefits under his BCB Community Bank Supplemental Executive Retirement Plan, or SERP, dated December 29, 2021 by purchasing an additional annuity contract under the SERP for $1.17 million

Mr. Coughlin has also entered into a two-year Consulting Agreement to be effective January 1, 2024 pursuant to which he agrees to assist with the retention of customers and key employees, introduce prospective customers to appropriate Bank employees, initiate referrals for Bank business development officers and relationship managers, assist with customer relationship management, and generally advise the Bank’s senior management upon their request. Under the Consulting Agreement he will receive health and life insurance coverage at his present levels for the two-year period of the agreement.

Under the Consulting Agreement, Mr. Coughlin has agreed that during the term of the agreement and for twelve (12) months after its termination, Mr. Coughlin will not directly or indirectly engage or otherwise become involved in any business that competes with the Bank within a 25 mile radius of any of the Bank’s office locations. The Bank also has standard “claw back” rights to payments and benefits received by Mr. Coughlin under the Employment Agreement amendment and the Consulting Agreement.

‎

36

ITEM 6. EXHIBITS

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Principal Accounting Officer 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
Exhibit 104 Cover page Interactive Data File (embedded within the Inline XBRL document)

‎

37

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: August 4, 2023 By: /s/ Thomas Coughlin
Thomas Coughlin
President and Chief Executive Officer<br><br>(Principal Executive Officer)
Date: August 4, 2023 By: /s/ Jawad Chaudhry
Jawad Chaudhry<br><br>Chief Financial Officer
(Principal Accounting and Financial Officer)

38

		Exhibit 311

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas Coughlin, certify that: | 1. | I have reviewed this Quarterly Report on Form 10-Q of BCB Bancorp, Inc.; | | --- | --- | | 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | | --- | --- | | 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | | --- | --- | | 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | | --- | --- | | a) | designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | | --- | --- | | b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | | --- | --- | | c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and; | | --- | --- | | d) | disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; | | --- | --- | | 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): | | --- | --- | | a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | | --- | --- | | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | | --- | --- | 

|  |  |

| --- | --- | | Date: August 4, 2023 | /s/ Thomas Coughlin | | | Thomas Coughlin | | | President and Chief Executive Officer<br> <br>(Principal Executive Officer) | 



		Exhibit 312

Exhibit 31.2

Certification of Principal Accounting Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jawad Chaudhry, certify that: | 1. | I have reviewed this Quarterly Report on Form 10-Q of BCB Bancorp, Inc.; | | --- | --- | | 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | | --- | --- | | 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | | --- | --- | | 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | | --- | --- | | a) | designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | | --- | --- | | b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | | --- | --- | | c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and; | | --- | --- | | d) | disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; | | --- | --- | | 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): | | --- | --- | | a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | | --- | --- | | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | | --- | --- |

|  |  |

| --- | --- | | Date: August 4, 2023 | /s/ Jawad Chaudhry | | | Jawad Chaudhry<br> <br>Chief Financial Officer | | | (Principal Accounting and Financial Officer) | 



		Exhibit 32

Exhibit 32

Certification pursuant to

18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Thomas Coughlin, President and Chief Executive Officer and Jawad Chaudhry, Chief Financial Officer of BCB Bancorp, Inc. (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the quarterly report of the Company on Form 10-Q for the quarter ended March 31, 2023 and that to the best of his/her knowledge:

|  |  |  |

| --- | --- | --- | | | (1) | the report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and |

|  |  |  |

| --- | --- | --- | | | (2) | the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company. | 

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002.

|  |  |

| --- | --- | | Date: August 4, 2023 | /s/ Thomas Coughlin | | | President and Chief Executive Officer<br> <br>(Principal Executive Officer) | | Date: August 4, 2023 | /s/ Jawad Chaudhry | | | Chief Financial Officer<br> <br>(Principal Accounting and Financial Officer) | 

Report a Problem

Category
Description
Email (optional, for follow-up)