BCBP 10-Q Quarterly Report March 31, 2014 | Alphaminr

BCBP 10-Q Quarter ended March 31, 2014

BCB BANCORP INC
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10-Q 1 form10q-138424_bcb.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

Or

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

For the transition period from to

Commission File Number: 0-50275

BCB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New Jersey 26-0065262

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

I.D. No.)

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

(201) 823-0700

(Registrant’s telephone number, including area code)

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

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

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

Large Accelerated Filer ¨ Accelerated Filer ý
Non-Accelerated Filer ¨ Smaller Reporting Company ¨

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 5, 2014, BCB Bancorp, Inc., had 8,343,432 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 March 31, 2014 and December 31, 2013 (unaudited) 1
Consolidated Statements of Income for the three months ended March 31, 2014 and March 31, 2013 (unaudited) 2
Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and March 31, 2013 (unaudited) 3
Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2014 (unaudited) 4
Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and March 31, 2013 (unaudited) 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40
Item 3. Quantitative and Qualitative Disclosures about Market Risk 42
Item 4. Controls and Procedures 43
PART II. OTHER INFORMATION 44
Item 1. Legal Proceedings 44
Item 1A. Risk Factors 44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 45
Item 3. Defaults Upon Senior Securities 45
Item 4. Mine Safety Disclosures 45
Item 5. Other Information 45
Item 6. Exhibits 45

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

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

March 31, December 31,
2014 2013
ASSETS
Cash and amounts due from depository institutions $ 10,071 $ 10,847
Interest-earning deposits 17,158 18,997
Total cash and cash equivalents 27,229 29,844
Interest-earning time deposits 990 990
Securities available for sale 1,316 1,104
Securities held to maturity, fair value $112,457 and $115,158,
respectively 110,732 114,216
Loans held for sale 2,289 1,663
Loans receivable, net of allowance for loan losses of $14,646 and
$14,342, respectively 1,060,855 1,020,344
Federal Home Loan Bank of New York stock, at cost 8,380 7,840
Premises and equipment, net 13,615 13,853
Accrued interest receivable 4,102 4,157
Other real estate owned 2,745 2,227
Deferred income taxes 9,855 9,942
Other assets 2,385 1,779
Total Assets $ 1,244,493 $ 1,207,959
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Non-interest bearing deposits $ 118,957 $ 107,613
Interest bearing deposits 873,048 861,057
Total deposits 992,005 968,670
Short-term Debt 30,000 18,000
Long-term Debt 110,000 110,000
Subordinated Debentures 4,124 4,124
Other Liabilities 6,239 7,105
Total Liabilities 1,142,368 1,107,899
STOCKHOLDERS' EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized,
issued and outstanding 1,343 shares of series A and B 6% noncumulative perpetual
preferred stock (liquidation preference value $10,000 per share, liquidation value $13,430,000)
Additional paid-in capital preferred stock 13,326 12,556
Common stock; $0.064 stated value; 20,000,000 shares authorized,
8,343,432 shares and 8,331,750 shares, respectively, issued and outstanding 695 694
Additional paid-in capital common stock 92,197 92,064
Retained earnings 24,751 23,710
Accumulated other comprehensive income 255 129
Treasury stock, at cost, 2,529,655 and 2,529,379 shares, respectively (29,099 ) (29,093 )
Total Stockholders' Equity 102,125 100,060
Total Liabilities and Stockholders' Equity $ 1,244,493 $ 1,207,959

See accompanying notes to unaudited consolidated financial statements.

1

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Income

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

Three Months Ended March 31,
2014 2013
Interest income:
Loans, including fees $ 13,681 $ 12,992
Investments, taxable 915 1,062
Investments, non-taxable 12 12
Other interest-earning assets 13 11
Total interest income 14,621 14,077
Interest expense:
Deposits:
Demand 121 103
Savings and club 91 86
Certificates of deposit 1,092 1,248
1,304 1,437
Borrowed money 1,253 1,223
Total interest expense 2,557 2,660
Net interest income 12,064 11,417
Provision for loan losses 1,000 1,200
Net interest income after provision for loan losses 11,064 10,217
Non-interest income:
Fees and service charges 504 424
Gain on sales of loans originated for sale 777 119
Gain on sale of securities held to maturity 224
Other 19 17
Total non-interest income 1,300 784
Non-interest expense:
Salaries and employee benefits 4,461 3,466
Occupancy expense of premises 980 812
Equipment 1,357 1,166
Professional fees 490 459
Director fees 168 168
Regulatory assessments 252 265
Advertising 174 102
Other real estate owned, net 8 (84 )
Other 666 550
Total non-interest expense 8,556 6,904
Income before income tax provision 3,808 4,097
Income tax provision 1,573 1,687
Net Income $ 2,235 $ 2,410
Preferred stock dividends 193 130
Net Income available to common stockholders $ 2,042 $ 2,280
Net Income per common share-basic and diluted
Basic $ 0.24 $ 0.27
Diluted $ 0.24 $ 0.27
Weighted average number of common shares outstanding
Basic 8,340 8,492
Diluted 8,342 8,494

See accompanying notes to unaudited consolidated financial statements.

2

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

Three Months Ended March 31,
2014 2013
Net Income $ 2,235 $ 2,410
Other comprehensive income, net of tax:
Unrealized gains on available-for-sale securities:
Unrealized holding gains arising during the period (a) 126 107
Less: reclassification adjustment for gains included in net income (b)
Benefit plans (c) 11
Other comprehensive income 126 118
Comprehensive income $ 2,361 $ 2,528

(a) Represents the net change of the unrealized gain on available-for-sale securities. Represents unrealized gains of $213,000 and $178,000, respectively, less deferred taxes of $87,000 and $71,000, respectively.
(b) No sales of available-for-sale securities occurred during the three months ended March 31, 2014 and 2013.
(c) Represents the net change of unrecognized loss included in net periodic pension cost. Represents a gross change of $18,000, less deferred taxes of $7,000, for the three months ended March 31, 2013. The Statements of Income line items impacted by these amounts are salaries and employee benefits and income tax provision.

See accompanying notes to unaudited consolidated financial statements.

3

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

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

Preferred Stock Common Stock Additional
Paid-In Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Loss
Total
Beginning Balance at January 1, 2014 $ $ 694 $ 104,620 $ 23,710 $ (29,093 ) $ 129 $ 100,060
Proceeds from issuance of Series B preferred stock 771 771
Exercise of Stock Options (12,092 shares) 1 132 133
Stock-based compensation expense
Treasury Stock Purchases (410 shares) (6 ) (6 )
Dividends payable on Series A and Series B 6% noncumulative perpetual preferred stock (193 ) (193 )
Cash dividends on common stock ($0.12 per share) declared (1,001 ) (1,001 )
Net income 2,235 2,235
Other comprehensive income 126 126
Ending Balance at March 31, 2014 $ $ 695 $ 105,523 $ 24,751 $ (29,099 ) $ 255 $ 102,125

See accompanying notes to unaudited consolidated financial statements.

4

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In Thousands, Unaudited)

Three Months Ended March 31,
2014 2013
Cash Flows from Operating Activities :
Net Income $ 2,235 $ 2,410
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment 357 299
Amortization and accretion, net (174 ) 429
Provision for loan losses 1,000 1,200
Deferred income tax (benefit) (347 )
Loans originated for sale (5,512 ) (5,505 )
Proceeds from sale of loans originated for sale 5,203 3,309
Gain on sales of loans originated for sale (777 ) (119 )
Gain on sales of other real estate owned (21 )
Fair value adjustment of other real estate owned (110 )
Gain on sales of securities held to maturity (224 )
Stock compensation expense 17
Decrease (increase) in interest receivable 55 (212 )
(Increase) decrease in other assets (606 ) 2,072
(Decrease) in accrued interest payable (27 ) (18 )
(Decrease) in other liabilities (839 ) (435 )
Net Cash Provided by Operating Activities 915 2,745
Cash flows from investing activities:
Proceeds from repayments and calls on securities held to maturity 4,410 17,107
Purchases of securities held to maturity (1,066 ) (1,359 )
Proceeds from sales of securities held to maturity 6,327
Proceeds from sales of other real estate owned 806
Purchases of loans (227 )
Net (Increase) in loans receivable (41,254 ) (7,948 )
Additions to premises and equipment (119 ) (87 )
Purchase/Redemption of Federal Home Loan Bank of New York stock (540 ) 765
Net Cash (Used in) Provided By Investing Activities (38,569 ) 15,384
Cash flows from financing activities:
Net increase in deposits 23,335 3,010
Net change in short-term debt 12,000 (17,000 )
Purchases of treasury stock (6 ) (247 )
Cash dividend paid on common stock (1,001 ) (1,017 )
Cash dividend paid on preferred stock (193 )
Net proceeds from Issuance of common stock 132
Net proceeds from Issuance of preferred stock 771
Exercise of stock options 1 12
Net Cash Provided by (Used in) Financing Activities 35,039 (15,242 )
Net (Decrease) Increase In Cash and Cash Equivalents (2,615 ) 2,887
Cash and Cash Equivalents-Beginning 29,844 34,147
Cash and Cash Equivalents-Ending $ 27,229 $ 37,034
Supplementary Cash Flow Information:
Cash paid during the year for:
Income taxes $ 2,375 $ 1
Interest $ 2,583 $ 2,678
Non-cash items:
Transfer of loans to other real estate owned $ 518 $ 1,740
Loans to facilitate sale of other real estate owned
Reclassification of loans originated for sale to held to maturity $ 460 $ 2,589

See accompanying notes to unaudited consolidated financial statements.

5

BCB Bancorp Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of consolidated financial condition and results of operations. All such adjustments are of a normal recurring nature. These results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014 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, 2013, 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, BCB Bancorp, Inc., evaluated the events and transactions that occurred between December 31, 2013, and the date these consolidated financial statements were issued.

New Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) has issued ASU No. 2014-04, Receivable-Troubled Debt Restructurings by Creditors (Sub-Topic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments in this ASU are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. They clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. Early adoption is permitted. Retrospective application is permitted. The Company does not believe this pronouncement, when adopted, will have a material impact on the Company’s results of operations or financial position.

The Financial Accounting Standards Board (“FASB”) has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of ASU 2013-11 did not have a significant impact on the Company’s financial condition, results of operations, or cash flows.

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income .  This ASU is intended to improve the reporting of reclassifications out of accumulated other comprehensive income.  The ASU requires an entity to report, either on the face of the statement where net income is presented or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in their entirety to net income.  For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts.  The amendments in this ASU apply to all entities that issue financial statements that are presented in conformity with U.S. GAAP and that report items of other comprehensive income.  For public entities, the amendments in this ASU are effective prospectively for reporting periods beginning after December 15, 2012.  The Company adopted this ASU on January 1, 2013 by including the required disclosures in the notes included on the consolidated statements of comprehensive income. The adoption of ASU 2013-02 did not have a significant impact on the Company's financial condition, results of operations, or cash flows.

6

Note 2 – Reclassification

Certain amounts as of December 31, 2013 and the three month period ended March 31, 2013 have been reclassified to conform to the current period’s presentation. These changes had no effect on the Company’s results of operations or financial position.

Note 3 – Pension and Other Postretirement Plans

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

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

Three months ended March 31,
2014 2013
Pension plan:
Interest cost $ 100 $ 98
Expected return on plan assets (154 ) (137 )
Amortization of unrecognized loss 18
Net periodic pension cost $ (54 ) $ (21 )
SERP plan:
Interest cost $ 5 $ 4
Net periodic postretirement cost $ 5 $ 4

7

Note 3 – Pension and Other Postretirement Plans (Continued)

The Company, under the plan approved by its shareholders on April 28, 2011 (“2011 Stock Plan”), authorized the issuance of up to 900,000 shares of common stock of BCB Bancorp, Inc. pursuant to grants of stock options. Employees and directors of BCB Bancorp, Inc. and BCB Community Bank are eligible to participate in the 2011 Stock Plan. All stock options will be granted in the form of either "incentive" stock options or "non-qualified" stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 422 of the Internal Revenue Code.  Only employees are permitted to receive incentive stock options. On January 17, 2013, a grant of 130,000 options was declared for certain members of the Board of Directors which vest at a rate of 10% per year, over ten years commencing on the first anniversary of the grant date. The exercise price was recorded as of the close of business on January 17, 2013 and a Form 4 was filed for each Director who received a grant with the Securities and Exchange Commission consistent with their filing requirements. During the second quarter of 2013, there were no stock options granted. During the third quarter of 2013, there were 29,928 stock options granted which vest immediately. The exercise price was recorded as of the close of business on August 7, 2013.

A summary of stock option activity, adjusted to retroactively reflect stock dividends, follows:

Number of Option Shares Range of Exercise Prices Weighted Average
Exercise Price
Outstanding at December 31, 2013 344,128 $ 8.93-18.41 $ 11.09
Options granted
Options exercised (12,092 ) 8.93-11.84 11.01
Options forfeited
Options expired
Outstanding at March 31, 2014 332,036 $ 8.93-18.41 $ 11.09

As of March 31, 2014, stock options which are granted and were exercisable totaled 158,036 stock options.

It is Company policy to issue new shares upon share option exercise. Expected future compensation expense relating to the 174,000 shares underlying unexercised options outstanding as of March 31, 2014 is $258,046 over a weighted average period of 8.96 years.

8

Note 4 – Net Income per Common Share

Basic net income per common share is computed by dividing net income less dividends on preferred stock by the weighted average number of shares of common stock outstanding. The diluted net income per common share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effects of outstanding stock options, if dilutive, using the treasury stock method. Dilution is not applicable in periods of net loss. For the three months ended March 31, 2014 and 2013, the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. No adjustments to net income were necessary in calculating basic and diluted net income per share. For the three months ended March 31, 2014 and 2013, the weighted average number of outstanding options considered to be anti-dilutive were 213,482, and 350,072, respectively.

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

For the Three Months Ended March 31,
2014 2013
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
(In Thousands, Except per share data)
Net income available to common stockholders $ 2,042 $ 2,280
Basic earnings per share-
Income available to
Common stockholders $ 2,042 8,340 $ 0.24 $ 2,280 8,492 $ 0.27
Effect of dilutive securities:
Stock options 2 2
Diluted earnings per share-
Income available to
Common stockholders $ 2,042 8,342 $ 0.24 $ 2,280 8,494 $ 0.27

9

Note 5 – Securities Available for Sale

The following tables present the cost and gross unrealized gains and losses on securities available for sale as of March 31, 2014 and December 31, 2013:

March 31, 2014
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
(In Thousands)
Equity Securities-Financial Institutions $ 97 $ 1,219 $ $ 1,316

December 31, 2013
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
(In Thousands)
Equity Securities-Financial Institutions $ 97 $ 1,007 $ $ 1,104

10

Note 6 – Securities Held to Maturity

The following table presents by maturity the amortized cost and gross unrealized gains and losses on securities held to maturity as of March 31, 2014 and

December 31, 2013:

March 31, 2014
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
(In Thousands)
Residential mortgage-backed securities:
Due after one year through five years $ 944 $ $ (4 ) $ 940
Due after five years through ten years 3,563 14 (110 ) 3,467
Due after ten years 104,870 2,618 (840 ) 106,648
109,377 2,632 (954 ) 111,055
Municipal obligations:
Due after five to ten years 1,355 47 1,402
1,355 47 1,402
Due after ten years
$ 110,732 $ 2,679 $ (954 ) $ 112,457

December 31, 2013
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
(In Thousands)
Residential mortgage-backed securities:
Due after one year through five years $ 998 $ $ (2 ) $ 996
Due after five years through ten years 3,163 (135 ) 3,028
Due after ten years 108,698 2,239 (1,192 ) 109,745
112,859 2,239 (1,329 ) 113,769
Municipal obligations:
Due after five to ten years 1,357 32 1,389
1,357 32 1,389
$ 114,216 $ 2,271 $ (1,329 ) $ 115,158

The amortized cost and carrying values shown above are categorized by contractual final maturity. Actual maturities will differ from contractual final maturities due to scheduled monthly payments related to mortgage–backed securities and due to the borrowers having the right to prepay obligations with or without prepayment penalties. As of March 31, 2014 and December 31, 2013, all residential mortgage backed securities held in the portfolio were Government Sponsored Enterprise securities.

In 2013, management decided to sell certain mortgage-backed securities that were issued by the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). While these securities were classified as held to maturity, with the intent to hold to maturity, ASC 320 (formerly FAS 115) allows sales of securities so designated, provided that a substantial portion (at least 85%) of the principal balance purchased has been amortized prior to the sale. During the three months ended March 31, 2014, there were no sales of securities held to maturity. During the year ended December 31, 2013, proceeds from sales of securities held to maturity meeting the 85% threshold totaled approximately $9.5 million, and resulted in gross gains of approximately $401,000, and gross losses of approximately $23,000. There were no sales of held to maturity securities that did not meet the 85% threshold.

11

Note 6 – Securities Held to Maturity (Continued)

The unrealized losses, categorized by the length of time of continuous loss position, and fair value of related securities held to maturity were as follows:

Less than 12 Months More than 12 Months Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
(In Thousands)
March 31, 2014
Residential mortgage-backed securities $ 37,265 $ (710 ) $ 4,431 $ (244 ) $ 41,696 $ (954 )
$ 37,265 $ (710 ) $ 4,431 $ (244 ) $ 41,696 $ (954 )
December 31, 2013
Residential mortgage-backed securities $ 42,894 $ (1,329 ) $ $ $ 42,894 $ (1,329 )
$ 42,894 $ (1,329 ) $ $ $ 42,894 $ (1,329 )

Management does not believe that any of the unrealized losses as of March 31, 2014, (which are related to twenty-five residential mortgage-backed securities) represent an other-than-temporary impairment as they are primarily related to market interest rates and not related to the underlying credit quality of the issuers of the securities as all these securities were issued by U.S. Agencies, including FNMA, FHLMC and GNMA. Additionally, the Company has the ability, and management has the intent, to hold such securities for the time necessary to recover cost and does not have the intent to sell the securities, and it is more likely than not that it will not have to sell the securities before recovery of their cost.

12

Note 7 - Loans Receivable and Allowance for Loan Losses

The following table presents the recorded investment in loans receivable as of March 31, 2014 and December 31, 2013 by segment and class:

March 31, 2014 December 31, 2013
(In Thousands)
Originated loans:
Residential one-to-four family $ 99,324 $ 97,581
Commercial and multi-family 601,104 549,918
Construction 35,186 37,307
Commercial business (1) 55,841 52,659
Home equity (2) 28,164 28,660
Consumer 705 533
Sub-total 820,324 766,658
Acquired loans recorded at fair value:
Residential one-to-four family 96,946 100,612
Commercial and multi-family 120,066 126,123
Construction 2 200
Commercial business (1) 8,889 10,478
Home equity (2) 27,036 27,313
Consumer 830 919
Sub-total 253,769 265,645
Acquired loans with deteriorated credit:
Residential one-to-four family 1,619 2,141
Commercial and multi-family 1,874 2,081
Construction
Commercial business (1) 371 371
Home equity (2) 89 90
Consumer
Sub-total 3,953 4,683
Total Loans 1,078,046 1,036,986
Less:
Deferred loan fees, net (2,545 ) (2,300 )
Allowance for loan losses (14,646 ) (14,342 )
(17,191 ) (16,642 )
Total Loans, net $ 1,060,855 $ 1,020,344

__________

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

13

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

Allowance for Loan Losses

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

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

· General economic conditions.

· Trends in charge-offs.

· Trends and levels of delinquent loans.

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

· Trends in volume and terms of loans.

· Levels of allowance for specific classified loans.

· Credit concentrations.

The methodology includes the segregation of the loan portfolio by loans that are performing and loans that are impaired. Loans which are performing are evaluated collectively by loan class or loan type. The allowance for performing loans is evaluated based on historical loan loss experience, including consideration of peer loss analysis, with an adjustment for qualitative factors due to economic conditions in the Company’s market. Impaired loans are loans which are 90 days or more delinquent or troubled debt restructured. These loans are individually evaluated for impairment either by current appraisal or net present value of expected cash flows. Management reviews the overall estimate of this allowance for reasonableness and bases the loan loss provision accordingly.

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

Residential single family real estate loans involve certain risks such as interest rate risk and risk of non-repayment. Adjustable-rate residential family real estate loans decrease the interest rate risk to the Company that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. Repayment risk can additionally be affected by job loss, divorce, illness and personal bankruptcy of the borrower.

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

Construction lending is generally considered to involve a high degree of 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 total cost (including interest charges to completion) of the project. The nature of these loans is such that they are generally difficult to evaluate and monitor. Additionally, speculative construction loans to a builder are not ordinarily pre-sold and thus pose a greater potential risk to the Bank than construction loans to individuals on their personal residence.

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

Home equity lending entails certain risks such as interest rate risk and risk of non-repayment. The marketability of the underlying property may be adversely affected by higher interest rates, decreasing the value of collateral securing the loan. Repayment risk can be affected by job loss, divorce, illness and personal bankruptcy of the borrower.

Home equity line of credit lending entails securing an equity interest in the borrower’s home. The principle risk associated with this type of lending is that the marketability of the underlying property may be adversely affected by higher interest rates. Repayment risk can additionally be affected by job loss, divorce, illness and personal bankruptcy of the borrower. 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 Company that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default.

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

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

14

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

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

· Loans that were 90 days or more past due,
· Loans that had an internal risk rating of substandard or worse. Substandard is consistent with regulatory definitions and is defined as having a well defined weakness that jeopardizes liquidation of the loan,
· Loans that were classified as nonaccrual by the acquired bank at the time of acquisition, or,
· Loans that had been previously modified in a troubled debt restructuring.

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

Acquired loans accounted for under ASC 310-30

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

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

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

15

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

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

Classified Assets. The Company’s policies provide for a classification system for problem assets. Under this classification system, problem assets are classified as “substandard,” “doubtful,” “loss” or “special mention.” An asset is considered substandard if it is inadequately protected by its current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard assets include those characterized by the “distinct possibility” that “some loss” will be sustained if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weakness present makes “collection or liquidation in full” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as loss are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted, and the loan, or a portion thereof, is charged-off. Assets may be designated special mention because of potential weaknesses that do not currently warrant classification in one of the aforementioned categories.

When the Company classifies problem loans, it may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. A portion of general loss allowances established to cover possible losses related to assets classified as substandard or doubtful may be included in determining our regulatory capital. Specific valuation allowances for loan losses generally do not qualify as regulatory capital. As of March 31, 2014, we had $2.5 million in loans classified as doubtful, $28.7 million in loans classified as substandard, $12.2 million in loans classified as special mention and no loans classified as loss. The loans classified as substandard represent primarily commercial loans secured either by residential real estate, commercial real estate or heavy equipment. The loans that have been classified substandard were classified as such primarily because either updated financial information has not been provided timely, or the collateral underlying the loan is in the process of being revalued.

The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies.  The grades assigned and definitions are as follows, and loans graded excellent, above average, good and watch list (risk ratings 1-4) are treated as “pass” for grading purposes:

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

6 – Substandard - Loans that are inadequately protected by current sound worth, paying capacity, and collateral support. The loan needs special and corrective attention.

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

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

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

16

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

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

Commercial
&
Commercial Home
Residential Multi-family Construction Business (1) Equity (2) Consumer Unallocated Total
Allowance for loan losses:
Originated Loans: $ 1,729 $ 7,419 $ 700 $ 1,295 $ 363 $ 3 $ 83 $ 11,592
Acquired loans recorded at fair value: 832 1,744 1 44 129 2,750
Acquired loans with deteriorated credit:
Beginning Balance, December 31, 2013 2,561 9,163 701 1,339 492 3 83 14,342
Charge-offs:
Originated Loans: 52 126 27 205
Acquired loans recorded at fair value: 489 2 491
Acquired loans with deteriorated credit:
Sub-total: 541 126 27 2 696
Recoveries:
Originated Loans:
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Sub-total:
Provisions:
Originated Loans: (102 ) 1,154 (45 ) 83 34 135 64 1,323
Acquired loans recorded at fair value: (125 ) (476 ) (1 ) (44 ) (1 ) 17 (630 )
Acquired loans with deteriorated credit: 69 81 154 3 307
Sub-total: (158 ) 759 (46 ) 193 36 152 64 1,000
Totals:
Originated Loans: 1,627 8,521 655 1,252 370 138 147 12,710
Acquired loans recorded at fair value: 707 779 128 15 1,629
Acquired loans with deteriorated credit: 69 81 154 3 307
Ending Balance, March 31, 2014 $ 2,403 $ 9,381 $ 655 $ 1,406 $ 501 $ 153 $ 147 $ 14,646
Loans Receivable:
Ending Balance Originated Loans: 99,324 601,104 35,186 55,841 28,164 705 820,324
Ending Balance Acquired loans recorded at fair value: 96,946 120,066 2 8,889 27,036 830 253,769
Ending Balance Acquired loans with deteriorated credit: 1,619 1,874 371 89 3,953
Total Gross Loans: $ 197,889 $ 723,044 $ 35,188 $ 65,101 $ 55,289 $ 1,535 $ $ 1,078,046
Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans: 3,100 8,157 4,397 1,097 126 16,877
Ending Balance Acquired loans recorded at fair value: 9,902 14,230 1,499 2 25,633
Ending Balance Acquired loans with deteriorated credit: 1,619 1,612 371 89 3,691
Ending Balance Loans individually evaluated
for impairment: $ 14,621 $ 23,999 $ $ 4,768 $ 2,685 $ 128 $ $ 46,201
Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans: 96,224 592,947 35,186 51,444 27,067 579 803,447
Ending Balance Acquired loans recorded at fair value: 87,044 105,836 2 8,889 25,537 828 228,136
Ending Balance Acquired loans with deteriorated credit: 262 262
Ending Balance Loans collectively evaluated
for impairment: $ 183,268 $ 699,045 $ 35,188 $ 60,333 $ 52,604 $ 1,407 $ $ 1,031,845

_________

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

17

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

The following table sets forth the activity in the Company’s allowance for loan losses for the year ended December 31, 2013 and recorded investment in loans receivable at December 31, 2013. The table also details the amount of total loans receivable, that are evaluated individually, and collectively, for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class. (In Thousands):

Commercial & Commercial Home
Residential Multi-family Construction Business (1) equity (2) Consumer Unallocated Total
Allowance for loan losses:
Originated Loans: $ 1,143 $ 7,088 $ 866 $ 576 $ 284 $ 41 $ 32 $ 10,030
Acquired loans recorded at fair value: 719 963 93 244 191 18 2,228
Acquired loans with deteriorated credit: 105 105
Beginning Balance, December 31, 2012 1,967 8,051 959 820 475 59 32 12,363
Charge-offs:
Originated Loans: 6 27 233 1 267
Acquired loans recorded at fair value: 23 89 132 141 301 686
Acquired loans with deteriorated credit: 11 7 18
Sub-total: 40 123 132 374 302 971
Recoveries:
Originated Loans: 42 3 6 51
Acquired loans recorded at fair value: 95 31 126
Acquired loans with deteriorated credit: 4 1 16 2 23
Sub-total: 46 96 3 47 8 200
Provisions:
Originated Loans: 550 358 (169 ) 952 74 (38 ) 51 1,778
Acquired loans recorded at fair value: 136 775 40 (90 ) 239 (18 ) 1,082
Acquired loans with deteriorated credit: (98 ) 6 (16 ) (2 ) (110 )
Sub-total: 588 1,139 (129 ) 846 311 (56 ) 51 2,750
Totals:
Originated Loans: 1,729 7,419 700 1,295 363 3 83 11,592
Acquired loans recorded at fair value: 832 1,744 1 44 129 2,750
Acquired loans with deteriorated credit:
Ending Balance, December 31, 2013 $ 2,561 $ 9,163 $ 701 $ 1,339 $ 492 $ 3 $ 83 $ 14,342
Loans Receivables:
Ending Balance Originated Loans: 97,581 549,918 37,307 52,659 28,660 533 766,658
Ending Balance Acquired Loans: 100,612 126,123 200 10,478 27,313 919 265,645
Ending Balance Acquired loans with deteriorated credit: 2,141 2,081 371 90 4,683
Total Gross Loans: $ 200,334 $ 678,122 $ 37,507 $ 63,508 $ 56,063 $ 1,452 $ $ 1,036,986
Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans: 1,840 8,638 3,870 833 15,181
Ending Balance Acquired Loans: 9,930 13,434 1,460 5 24,829
Ending Balance Acquired loans with deteriorated credit: 2,141 1,815 371 90 4,417
Ending Balance Loans individually evaluated
for impairment: $ 13,911 $ 23,887 $ $ 4,241 $ 2,383 $ 5 $ $ 44,427
Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans: 95,741 541,280 37,307 48,789 27,827 533 751,477
Ending Balance Acquired Loans: 90,682 112,689 200 10,478 25,853 914 240,816
Ending Balance Acquired loans with deteriorated credit: 266 266
Ending Balance Loans collectively evaluated
for impairment: $ 186,423 $ 654,235 $ 37,507 $ 59,267 $ 53,680 $ 1,447 $ $ 992,559

__________

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

18

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

The following table sets forth the activity in the Company’s allowance for loan losses for the three months ended March 31, 2013. (In Thousands):

Commercial  & Commercial Home
Residential Multi-family Construction Business (1) Equity (2) Consumer Unallocated Total
Allowance for loan losses:
Originated Loans: $ 1,143 $ 7,088 $ 866 $ 576 $ 284 $ 41 $ 32 $ 10,030
Acquired loans recorded at fair value: 719 963 93 244 191 18 2,228
Acquired loans with deteriorated credit: 105 105
Beginning Balance, December 31, 2013 1,967 8,051 959 820 475 59 32 12,363
Charge-offs:
Originated Loans: 223 223
Acquired loans recorded at fair value:
Acquired loans with deteriorated credit:
Sub-total: 223 223
Recoveries:
Originated Loans: 3 3
Acquired loans recorded at fair value: 1 1
Acquired loans with deteriorated credit:
Sub-total: 3 1 4
Provisions:
Originated Loans: 273 (131 ) (210 ) 979 41 7 151 1,110
Acquired loans recorded at fair value: (97 ) 360 8 (202 ) 27 (13 ) 83
Acquired loans with deteriorated credit: 7 7
Sub-total: 183 229 (202 ) 777 68 (6 ) 151 1,200
Totals:
Originated Loans: 1,416 6,957 659 1,332 325 48 183 10,920
Acquired loans recorded at fair value: 622 1,323 101 43 218 5 2,312
Acquired loans with deteriorated credit: 112 112
Ending Balance, March 31, 2013 $ 2,150 $ 8,280 $ 760 $ 1,375 $ 543 $ 53 $ 183 $ 13,344
Loans Receivable:
Ending Balance Originated Loans: 82,647 464,523 17,206 42,675 26,208 407 633,666
Ending Balance Acquired loans recorded at fair value: 116,706 146,861 734 8,118 32,681 980 306,080
Ending Balance Acquired loans with deteriorated credit: 2,161 2,798 326 96 5,381
Total Gross Loans: $ 201,514 $ 614,182 $ 17,940 $ 51,119 $ 58,985 $ 1,387 $ $ 945,127
Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans: 1,373 9,449 3,144 389 14,355
Ending Balance Acquired loans recorded at fair value: 10,530 13,836 332 361 2,806 3 27,868
Ending Balance Acquired loans with deteriorated credit: 2,160 2,798 326 93 5,377
Ending Balance Loans individually evaluated
for impairment: $ 14,063 $ 26,083 $ 332 $ 3,831 $ 3,288 $ 3 $ $ 47,600
Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans: 81,274 455,074 17,206 39,531 25,819 407 619,311
Ending Balance Acquired loans recorded at fair value: 106,176 133,025 402 7,757 29,875 977 278,212
Ending Balance Acquired loans with deteriorated credit: 1 1
Ending Balance Loans collectively evaluated
for impairment: $ 187,451 $ 588,099 $ 17,608 $ 47,288 $ 55,694 $ 1,384 $ $ 897,524

__________

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

19

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

The tables below sets forth the amounts and types of non-accrual loans in the Company’s loan portfolio as of March 31, 2014 and December 31, 2013. 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 March 31, 2014 and December 31, 2013, total non-accrual loans differed from the amount of total loans past due greater than 90 days due to troubled debt restructuring of loans which are maintained on non-accrual status for a minimum of six months until the borrower has demonstrated its ability to satisfy the terms of the restructured loan.

As of March 31, 2014 As of December 31, 2013
(In Thousands) (In Thousands)
Non-Accruing Loans:
Originated loans:
Residential one-to-four family $ 144 $ 144
Commercial and multi-family 7,008 5,158
Construction 521
Commercial business (1) 2,459 2,279
Home equity (2) 276 309
Consumer
Sub-total: $ 9,887 $ 8,411
Acquired loans recorded at fair value:
Residential one-to-four family $ 4,434 $ 4,685
Commercial and multi-family 9,626 6,575
Construction
Commercial business (1)
Home equity (2) 1,121 757
Consumer
Sub-total: $ 15,181 $ 12,017
Acquired loans with deteriorated credit:
Residential one-to-four family $ 1,128 $
Commercial and multi-family
Construction
Commercial business (1)
Home equity (2) 89 137
Consumer
Sub-total: $ 1,217 $ 137
Total $ 26,285 $ 20,565

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

20

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

The following table summarizes the average recorded investment and interest income recognized on impaired loans with no related allowance recorded by portfolio class for the three months ended March 31, 2014 and 2013. (In Thousands):

Three Months Ended March 31,
2014 2014 2013 2013
Average Interest Average Interest
Recorded Income Recorded Income
Originated loans Investment Recognized Investment Recognized
with no related allowance recorded:
Residential one-to-four family $ 745 $ 14 $ 452 $ 8
Commercial and multi-family 3,844 13 4,782 47
Construction
Commercial business (1) 2,873 5 1,931 10
Home equity (2) 423 2 305 5
Consumer 5
Sub-total: $ 7,885 $ 34 $ 7,475 $ 70
Acquired loans recorded at fair value
with no related allowance recorded:
Residential one-to-four family $ 4,474 $ 15 $ 3,371 $ 47
Commercial and Multi-family 6,404 47 6,122 31
Construction 33 2
Commercial business (1) 114 1
Home equity (2) 905 1 1,526 8
Consumer 4
Sub-total: $ 11,787 $ 63 $ 11,166 $ 89
Acquired loans with deteriorated
credit with no related allowance
recorded:
Residential one-to-four family $ 1,834 $ 5 $ 1,698 $ 31
Commercial and Multi-family 1,714 29 2,588 22
Construction
Commercial business (1) 186 2 327 4
Home equity (2) 90 93 2
Consumer
Sub-total: $ 3,824 $ 36 $ 4,706 $ 59
Total Impaired Loans
with no related allowance recorded: $ 23,496 $ 133 $ 23,347 $ 218

__________

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

21

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

The following table summarizes the average recorded investment and interest income recognized on impaired loans with allowance recorded by portfolio class for the three months ended March 31, 2014 and 2013. (In Thousands):

Three Months Ended March 31,
2014 2014 2013 2013
Average Interest Average Interest
Recorded Income Recorded Income
Originated loans Investment Recognized Investment Recognized
with an allowance recorded:
Residential one-to-four family $ 1,725 $ 28 $ 871 $ 10
Commercial and Multi-family 4,554 5,108 43
Construction
Commercial business (1) 1,261 18 881 32
Home equity (2) 542 10 154 7
Consumer 63
Sub-total: $ 8,145 $ 56 $ 7,014 $ 92
Acquired loans recorded at fair value
with an allowance recorded:
Residential one-to-four family $ 5,442 $ 55 $ 6,434 $ 73
Commercial and Multi-family 7,429 16 8,249 103
Construction 130
Commercial business (1) 365
Home equity (2) 575 3 565 7
Consumer 1
Sub-total $ 13,446 $ 74 $ 15,744 $ 183
Acquired loans with deteriorated credit
with an allowance recorded:
Residential one-to-four family $ 46 $ 1 $ 477 $ 1
Commercial and Multi-family 1
Construction
Commercial business (1) 186 3
Home equity (2)
Consumer
Sub-total: $ 232 $ 5 $ 477 $ 1
Total Impaired Loans
with an allowance recorded: $ 21,823 $ 135 $ 23,235 $ 276

__________

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

22

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

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

March 31, 2014 and December 31, 2013. (In Thousands):

As of March 31, 2014 As of December 31, 2013
Recorded Unpaid Principal Related Recorded Unpaid Principal Related
Originated loans Investment Balance Allowance Investment Balance Allowance
with no related allowance recorded:
Residential one-to-four family $ 1,073 $ 1,073 $ $ 417 $ 444 $
Commercial and multi-family 4,300 4,455 3,388 3,394
Construction
Commercial business (1) 2,979 2,989 2,766 2,776
Home equity (2) 444 447 402 402
Consumer
Sub-total: $ 8,796 $ 8,964 $ $ 6,973 $ 7,016 $
Acquired loans recorded at fair
value with no related allowance
recorded:
Residential one-to-four family $ 4,485 $ 4,533 $ $ 4,463 $ 4,489 $
Commercial and Multi-family 9,743 10,190 3,064 3,098
Construction
Commercial business (1)
Home equity (2) 975 994 835 922
Consumer 2 2 5 5
Sub-total: $ 15,205 $ 15,719 $ $ 8,367 $ 8,514 $
Acquired loans with deteriorated
credit with no related allowance
recorded:
Residential one-to-four family $ 1,527 $ 2,157 $ $ 2,141 $ 2,879 $
Commercial and Multi-family 1,612 1,981 1,815 2,312
Construction
Commercial business (1) 278 371 652
Home equity (2) 89 138 90 138
Consumer
Sub-total: $ 3,228 $ 4,554 $ $ 4,417 $ 5,981 $
Total Impaired Loans
with no related allowance recorded: $ 27,229 $ 29,237 $ $ 19,757 $ 21,511 $

__________

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

23

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

The following table summarizes the recorded investment, unpaid principal balance, and the related allowance on impaired loans by portfolio class at March 31, 2014 and December 31, 2013. (In Thousands):

As of March 31, 2014 As of December 31, 2013
Recorded Unpaid Principal Related Recorded Unpaid Principal Related
Originated loans Investment Balance Allowance Investment Balance Allowance
with an allowance recorded:
Residential one-to-four family $ 2,027 $ 2,027 $ 166 $ 1,423 $ 1,423 $ 159
Commercial and Multi-family 3,857 3,865 324 5,250 5,328 298
Construction
Commercial business (1) 1,418 1,418 413 1,104 1,104 498
Home equity (2) 653 653 3 431 431 6
Consumer 126 126 126
Sub-total: $ 8,081 $ 8,089 $ 1,032 $ 8,208 $ 8,286 $ 961
Acquired loans recorded at fair
value with an allowance
recorded:
Residential one-to-four family $ 5,417 $ 5,437 $ 263 $ 5,467 $ 5,477 $ 331
Commercial and Multi-family 4,487 4,519 366 10,370 10,418 1,276
Construction
Commercial business (1)
Home equity (2) 524 524 38 625 625 64
Consumer
Sub-total $ 10,428 $ 10,480 $ 667 $ 16,462 $ 16,520 $ 1,671
Acquired loans with deteriorated
credit with an allowance
recorded:
Residential one-to-four family $ 92 $ 107 $ 14 $ $ $
Commercial and Multi-family 120 44
Construction
Commercial business (1) 371 371 137
Home equity (2)
Consumer
Sub-total: $ 463 $ 598 $ 195 $ $ $
Total Impaired Loans
with an allowance recorded: $ 18,972 $ 19,167 $ 1,894 $ 24,670 $ 24,806 $ 2,632
Total Impaired Loans
with no related allowance recorded: $ 27,229 $ 29,237 $ $ 19,757 $ 21,511 $
Total Impaired Loans: $ 46,201 $ 48,404 $ 1,894 $ 44,427 $ 46,317 $ 2,632

24

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

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

Accrual Non-accrual Total
March 31, 2014 # of Loans Amount # of Loans Amount # of Loans Amount
(Actual) (In Thousands) (Actual) (In Thousands) (Actual) (In Thousands)
Originated loans:
Residential one-to-four family 7 $ 1,981 1 $ 27 8 $ 2,008
Commercial and multi-family 5 3,467 8 3,982 13 7,449
Construction
Commercial business (1) 3 1,583 3 1,583
Home equity (2) 3 570 3 570
Consumer
Sub-total: 18 $ 7,601 9 $ 4,009 27 $ 11,610
Acquired loans recorded at fair value:
Residential one-to-four family 27 $ 5,714 4 $ 1,719 31 $ 7,433
Commercial and Multi-family 19 8,647 1 730 20 9,377
Construction
Commercial business (1) 4 649 4 649
Home equity (2) 4 465 1 138 5 603
Consumer
Sub-total: 54 $ 15,475 6 $ 2,587 60 $ 18,062
Acquired loans with deteriorated credit:
Residential one-to-four family 2 $ 1,425 4 $ 838 6 $ 2,263
Commercial and Multi-family 5 2,425 5 2,425
Construction
Commercial business (1) 4 649 4 649
Home equity (2) 1 138 1 138
Consumer
Sub-total: 3 $ 1,563 13 $ 3,912 16 $ 5,475
Total 75 $ 24,639 28 $ 10,508 103 $ 35,147

25

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

The following table presents the total troubled debt restructured loans at December 31, 2013. (Dollars In Thousands):

Accrual Non-accrual Total
December 31, 2013 # of Loans Amount # of Loans Amount # of Loans Amount
(Actual) (In Thousands) (Actual) (In Thousands) (Actual) (In Thousands)
Originated loans:
Residential one-to-four family 7 $ 1,988 1 $ 27 8 $ 2,015
Commercial and multi-family 4 3,052 8 4,139 12 7,191
Construction
Commercial business (1) 3 1,591 3 1,591
Home equity (2) 3 571 3 571
Consumer
Sub-total: 17 $ 7,202 9 $ 4,166 26 $ 11,368
Acquired loans recorded at fair value:
Residential one-to-four family 25 $ 5,673 8 $ 2,564 33 $ 8,237
Commercial and Multi-family 15 6,545 9 3,606 24 10,151
Construction
Commercial business (1)
Home equity (2) 6 704 6 704
Consumer
Sub-total: 46 $ 12,922 17 $ 6,170 63 $ 19,092
Acquired loans with deteriorated credit:
Residential one-to-four family 7 $ 1,795 $ 7 $ 1,795
Commercial and Multi-family 4 1,816 4 1,816
Construction
Commercial business (1) 4 371 4 371
Home equity (2) 1 91 1 91
Consumer
Sub-total: 15 $ 3,982 1 $ 91 16 $ 4,073
Total 78 $ 24,106 27 $ 10,427 105 $ 34,533

26

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

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

The following table summarizes information in regards to troubled debt restructurings which occurred during the three months ended March 31, 2014. (Dollars In Thousands):

Three Months Ended March 31, 2014 Pre-Modification Outstanding Post-Modification Outstanding
Number of Contracts Recorded Investments Recorded Investments
Originated loans:
Residential one-to-four family 1 $ 432 $ 432
Commercial and multi-family 1 187 205
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: 2 $ 619 $ 637
Acquired loans recorded at fair value:
Residential one-to-four family $ $
Commercial and Multi-family
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: $ $
Acquired loans with deteriorated credit:
Residential one-to-four family $ $
Commercial and Multi-family
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: $ $
Total 2 $ 619 $ 637

__________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

27

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

The following table summarizes information in regards to troubled debt restructurings for which there was a payment default within twelve months of restructuring during the three months ended March 31, 2014. (In Thousands):

Three Months Ended March 31, 2014
Number of Contracts Recorded Investment
Originated loans:
Residential one-to-four family $
Commercial and multi-family
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: $
Acquired loans recorded at fair value:
Residential one-to-four family 2 $ 477
Commercial and Multi-family 1 653
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: 3 $ 1,130
Acquired loans with deteriorated credit:
Residential one-to-four family $
Commercial and Multi-family
Construction
Commercial business (1)
Home equity (2) 1 138
Consumer
Sub-total: 1 $ 138
Total 4 $ 1,268

__________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

28

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

The following table summarizes information in regards to troubled debt restructurings which occurred during the three months ended March 31, 2013. (In Thousands):

Three Months Ended March 31, 2013 Pre-Modification Outstanding Post-Modification Outstanding
Number of Contracts Recorded Investments Recorded Investments
Originated loans:
Residential one-to-four family $ $
Commercial and multi-family 1 94 94
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: 1 $ 94 $ 94
Acquired loans recorded at fair value:
Residential one-to-four family $ $
Commercial and Multi-family
Construction
Commercial business (1)
Home equity (2) 1 101 101
Consumer
Sub-total: 1 $ 101 $ 101
Acquired loans with deteriorated credit:
Residential one-to-four family $ $
Commercial and Multi-family
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: $ $
Total 2 $ 195 $ 195

_________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

29

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

The following table summarizes information in regards to troubled debt restructurings for which there was a payment default within twelve months of restructuring during the three months ended March 31, 2013. (Dollars In Thousands):

Three Months Ended March 31, 2013
Number of Contracts Recorded Investment
Originated loans:
Residential one-to-four family $
Commercial and multi-family 1 451
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: 1 $ 451
Acquired loans recorded at fair value:
Residential one-to-four family 1 $ 221
Commercial and Multi-family
Construction
Commercial business (1) 2 922
Home equity (2) 1 56
Consumer
Sub-total: 4 $ 1,199
Acquired loans with deteriorated credit:
Residential one-to-four family $
Commercial and Multi-family
Construction
Commercial business (1)
Home equity (2)
Consumer
Sub-total: $
Total 5 $ 1,650

__________
(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

30

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

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

Loans Receivable
30-59 Days 60-90 Days Greater Than Total Past Total Loans >90 Days
Past Due Past Due 90 Days Due Current Receivable and Accruing
(In Thousands)
Originated loans:
Residential one-to-four family $ 254 $ 656 $ $ 910 $ 98,414 $ 99,324 $
Commercial and multi-family 7,606 1,454 817 9,877 591,227 601,104
Construction 1,174 1,174 34,012 35,186
Commercial business (1) 118 1,989 218 2,325 53,516 55,841
Home equity (2) 183 48 231 27,933 28,164
Consumer 705 705
Sub-total: $ 9,335 $ 4,147 $ 1,035 $ 14,517 $ 805,807 $ 820,324 $
Acquired loans recorded at fair value:
Residential one-to-four family $ 3,889 $ 1,181 $ 1,551 $ 6,621 $ 90,325 96,946 $
Commercial and multi-family 5,051 2,057 3,958 11,066 109,000 120,066
Construction 2 2
Commercial business (1) 8,889 8,889
Home equity (2) 1,137 174 149 1,460 25,576 27,036
Consumer 27 27 803 830
Sub-total: $ 10,104 $ 3,412 $ 5,658 $ 19,174 $ 234,595 $ 253,769 $
Acquired loans with deteriorated credit:
Residential one-to-four family $ $ $ $ $ 1,619 1,619 $
Commercial and multi-family 1,874 1,874
Construction
Commercial business (1) 371 371
Home equity (2) 89 89 89
Consumer
Sub-total: $ 89 $ $ $ 89 $ 3,864 $ 3,953 $
Total $ 19,528 $ 7,559 $ 6,693 $ 33,780 $ 1,044,266 $ 1,078,046 $

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

31

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

The following table sets forth the delinquency status of total loans receivable at December 31, 2013. (In Thousands):

Loans Receivable
30-59 Days 60-90 Days Greater Than Total Past Total Loans >90 Days
Past Due Past Due 90 Days Due Current Receivable and Accruing
(In Thousands)
Originated loans:
Residential one-to-four family $ 1,221 $ 1,446 $ $ 2,667 $ 94,914 $ 97,581 $
Commercial and multi-family 7,170 873 8,043 541,875 549,918
Construction 1,174 1,174 36,133 37,307
Commercial business (1) 627 290 917 51,742 52,659
Home equity (2) 126 49 175 28,485 28,660
Consumer 8 8 525 533
Sub-total: $ 10,326 $ 1,446 $ 1,212 $ 12,984 $ 753,674 $ 766,658 $
Acquired loans recorded at fair value:
Residential one-to-four family $ 2,223 $ 1,341 $ 2,148 $ 5,712 $ 94,900 100,612 $
Commercial and multi-family 5,638 2,882 3,479 11,999 114,124 126,123
Construction 200 200
Commercial business (1) 175 175 10,303 10,478
Home equity (2) 1,220 153 149 1,522 25,791 27,313
Consumer 28 2 30 889 919
Sub-total: $ 9,284 $ 4,378 $ 5,776 $ 19,438 $ 246,207 $ 265,645 $
Acquired loans with deteriorated credit:
Residential one-to-four family $ $ $ $ $ 2,141 $ 2,141 $
Commercial and multi-family 2,081 2,081
Construction
Commercial business (1) 371 371
Home equity (2) 90 90
Consumer
Sub-total: $ $ $ $ $ 4,683 $ 4,683 $
Total $ 19,610 $ 5,824 $ 6,988 $ 32,422 $ 1,004,564 $ 1,036,986 $

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

32

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

The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the Company’s internal risk rating system as of March 31, 2014. (In Thousands):

Pass Special Mention Substandard Doubtful Loss Total
Originated loans:
Residential one-to-four family $ 96,834 $ 643 $ 1,847 $ $ $ 99,324
Commercial and multi-family 591,376 1,700 6,366 1,662 601,104
Construction 35,186 35,186
Commercial business (1) 49,661 2,391 3,319 470 55,841
Home equity (2) 27,160 591 413 28,164
Consumer 669 36 705
Sub-total: $ 800,886 $ 5,361 $ 11,945 $ 2,132 $ $ 820,324
Acquired loans recorded at fair value:
Residential one-to-four family $ 88,951 $ 3,023 $ 4,972 $ $ 96,946
Commercial and multi-family 107,468 3,028 9,176 394 120,066
Construction 2 2
Commercial business (1) 8,889 8,889
Home equity (2) 25,615 91 1,330 27,036
Consumer 828 2 830
Sub-total: $ 231,753 $ 6,142 $ 15,480 $ 394 $ $ 253,769
Acquired loans with deteriorated credit:
Residential one-to-four family $ 281 $ 644 $ 694 $ $ 1,619
Commercial and multi-family 1,715 39 120 1,874
Construction
Commercial business (1) 371 371
Home equity (2) 89 89
Consumer
Sub-total: $ 1,996 $ 683 $ 1,274 $ $ $ 3,953
Total Gross Loans $ 1,034,635 $ 12,186 $ 28,699 $ 2,526 $ $ 1,078,046

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

33

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

The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the Company’s internal risk rating system as of December 31, 2013. (In Thousands):

Pass Special Mention Substandard Doubtful Loss Total
Originated loans:
Residential one-to-four family $ 95,585 $ 553 $ 1,245 $ 198 $ $ 97,581
Commercial and multi-family 539,796 5,022 2,899 2,201 549,918
Construction 37,307 37,307
Commercial business (1) 45,010 6,581 524 544 52,659
Home equity (2) 27,643 642 375 28,660
Consumer 495 38 533
Sub-total: $ 745,836 $ 12,836 $ 5,043 $ 2,943 $ $ 766,658
Acquired loans recorded at fair value:
Residential one-to-four family $ 92,351 $ 3,049 $ 5,212 $ $ 100,612
Commercial and multi-family 114,034 4,594 5,214 2,281 126,123
Construction 200 200
Commercial business (1) 10,478 10,478
Home equity (2) 26,254 264 795 27,313
Consumer 914 5 919
Sub-total: $ 244,231 $ 7,907 $ 11,226 $ 2,281 $ $ 265,645
Acquired loans with deteriorated credit:
Residential one-to-four family $ 278 $ 1,040 $ 823 $ $ 2,141
Commercial and multi-family 1,332 749 2,081
Construction
Commercial business (1) 371 371
Home equity (2) 90 90
Consumer
Sub-total: $ 1,610 $ 1,789 $ 1,284 $ $ $ 4,683
Total Gross Loans $ 991,677 $ 22,532 $ 17,553 $ 5,224 $ $ 1,036,986

________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

34

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

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

March 31, December 31,
2014 2013
Unpaid principal balance $ 261,531 $ 274,205
Recorded investment 257,722 270,328

The following table presents changes in the accretable discount on loans acquired for the three months ended March 31, 2014 and 2013. (In Thousands):

Three Months Ended March 31,
2014 2013
Balance, Beginning of Period $ 102,454 $ 136,209
Acquisitions
Accretion (14,362 ) (11,531 )
Net Reclassification from Non-Accretable Difference
Balance, End of Period $ 88,092 $ 124,678

The following table presents changes in the non-accretable yield on loans acquired for the three months ended March 31, 2014 and 2013. (In Thousands):

Three Months Ended March 31,
2014 2013
Balance, Beginning of Period $ 4,413 $ 4,835
Loans Sold
Amounts not recognized due to chargeoffs on
transfers to other real estate (91 )
Net Reclassification to Accretable Difference (93 ) (88 )
Balance, End of Period $ 4,229 $ 4,747

35

Note 8 – Fair Values of Financial Instruments

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

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

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

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

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

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

(Level 1) (Level 2)
Quoted Prices in Significant (Level 3)
Active Markets Other Significant
for Identical Observable Unobservable
Description Total Assets Inputs Inputs
As of March 31, 2014:
Securities available for sale — Equity Securities $ 1,316 $ 1,316 $ $
As of December 31, 2013:
Securities available for sale — Equity Securities $ 1,104 $ 1,104 $ $

The Company’s policy is to recognize transfers between levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers of assets or liabilities into or out of Level 1, Level 2, or Level 3 of the fair value hierarchy during the three months ended March 31, 2014.

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

(Level 1) (Level 2)
Quoted Prices in Significant (Level 3)
Active Markets Other Significant
for Identical Observable Unobservable
Description Total Assets Inputs Inputs
As of March 31, 2014:
Impaired Loans $ 17,273 $ $ $ 17,273
As of December 31, 2013:
Impaired Loans $ 22,174 $ $ $ 22,174

36

Note 8 – Fair Values of Financial Instruments (Continued)

The following tables present additional quantitative information as of March 31, 2014 and December 31, 2013 about assets measured at fair value on a nonrecurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value. (Dollars in thousands):

Quantitative Information about Level 3 Fair Value Measurements
Fair Value Valuation Unobservable Range
Estimate Techniques Input
March 31, 2014:
Impaired Loans $ 17,273 Appraisal of collateral (1) Appraisal adjustments (2) 0%-10%
Liquidation expenses (3) 0%-10%

Fair Value Valuation Unobservable Range
Estimate Techniques Input
December 31, 2013:
Impaired Loans $ 22,174 Appraisal of collateral (1) Appraisal adjustments (2) 0%-10%
Liquidation expenses (3) 0%-10%

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
(3) Includes qualitative adjustments by management and estimated liquidation expenses.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments as of March 31, 2014 and December 31, 2013.

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

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

Securities

The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

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

The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for specific attributes of that loan. Loans held for sale are carried at their cost as of March 31, 2014 and December 31, 2013.

Loans Receivable (Carried at Cost)

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

37

Note 8 – Fair Values of Financial Instruments (Continued)

Impaired Loans (Generally Carried at Fair Value)

A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, at the loans observable market price or the fair value of the collateral if the loan is collateral dependent. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value at March 31, 2014 and December 31, 2013 consists of the loan balances of $19.2 million and $24.8 million, net of a valuation allowance of $1.9 million and $2.6 million, respectively.

Real Estate Owned (Generally Carried at Fair Value)

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

FHLB of New York Stock (Carried at Cost)

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

Interest Receivable and Payable (Carried at Cost)

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

Deposits (Carried at Cost)

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

Long-Term Debt (Carried at Cost)

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

Off-Balance Sheet Financial Instruments

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

38

Note 8 – Fair Values of Financial Instruments (Continued)

The carrying values and estimated fair values of financial instruments were as follows as of March 31, 2014 and December 31, 2013:

As of March 31, 2014
Quoted Prices in Active Significant Significant
Carrying Markets for Identical Assets Other Observable Inputs Unobservable Inputs
Value Fair Value (Level 1) (Level 2) (Level 3)
(In Thousands)
Financial assets:
Cash and cash equivalents $ 27,229 $ 27,229 $ 27,229 $ $
Interest-earning time deposits 990 990 990
Securities available for sale 1,316 1,316 1,316
Securities held to maturity 110,732 112,457 112,457
Loans held for sale 2,289 2,332 2,332
Loans receivable, net 1,060,855 1,080,436 1,080,436
FHLB of New York stock, at cost 8,380 8,380 8,380
Accrued interest receivable 4,102 4,102 4,102
Financial liabilities:
Deposits 992,005 995,768 609,475 386,293
Borrowings 140,000 147,046 147,046
Subordinated debentures 4,124 4,331 4,331
Acrrued interest payable 741 741 741

As of December 31, 2013
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 $ 29,844 $ 29,844 $ 29,844 $ $
Interest-earning time deposits 990 990 990
Securities available for sale 1,104 1,104 1,104
Securities held to maturity 114,216 115,158 115,158
Loans held for sale 1,663 1,685 1,685
Loans receivable, net 1,020,344 1,042,552 1,042,552
FHLB of New York stock, at cost 7,840 7,840 7,840
Accrued interest receivable 4,157 4,157 4,157
Financial liabilities:
Deposits 968,670 972,911 587,889 385,022
Borrowings 128,000 135,574 135,574
Subordinated debentures 4,124 4,368 4,368
Accrued interest payable 771 771 771

39

ITEM 2.

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

Financial Condition

Total assets increased by $36.5 million or 3.0% to $1.244 billion at March 31, 2014 from $1.208 billion at December 31, 2013. The increase in total assets occurred primarily as a result of an increase in loans receivable, net of $40.5 million, partially offset by a decrease in securities held to maturity of $3.5 million and a decrease in total cash and cash equivalents of $2.6 million. Management is concentrating on maintaining adequate liquidity in anticipation of funding loans in the loan pipeline as well as seeking opportunities to purchase in the secondary market that provide competitive returns in a risk-mitigated environment. It is our intention to grow our assets at a measured pace consistent with our capital levels and as business opportunities permit. Organic growth should occur consistent with our strategic plan under which we anticipate opening additional branch offices beginning in the second half of 2014.

Total cash and cash equivalents decreased by $2.6 million or 8.8% to $27.2 million at March 31, 2014 from $29.8 million at December 31, 2013. Investment securities classified as held-to-maturity decreased by $3.5 million or 3.1% to $110.7 million at March 31, 2014 from $114.2 million at December 31, 2013. This decrease in investment securities held-to-maturity resulted primarily from $4.4 million of repayments and prepayments in the mortgage-backed securities portfolio, partially offset by a purchase of $1.1 million of investment securities.

Loans receivable, net increased by $40.5 million or 4.0% to $1.06 billion at March 31, 2014 from $1.02 billion at December 31, 2013. The increase resulted primarily from a $43.6 million increase in real estate mortgages comprising commercial and multi-family, construction and participation loans with other financial institutions along with a $1.6 million increase in business loans and commercial lines of credit, partially offset by a decrease of $3.4 million in residential real estate loans, a $700,000 decrease in home equity loans and home equity lines of credit and a $300,000 increase in the allowance for loan losses. As of March 31, 2014, the allowance for loan losses was $14.6 million or 55.7% of non-performing loans and 1.36% of gross loans. As a result of the loans acquired in the business combination transactions being recorded at their fair value, the balances in the allowance for loan losses that were on the balance sheets of the former Pamrapo Bancorp, Inc., and Allegiance Community Bank are precluded from being reported in the allowance balance previously discussed, consistent with generally accepted accounting principles.

Deposit liabilities increased by $23.3 million or 2.4% to $992.0 million at March 31, 2014 from $968.7 million at December 31, 2013. The increase resulted primarily from a $10.7 million increase in non-interest bearing deposits, an increase of $2.5 million in savings and club deposits, an increase of $6.4 million in money market interest bearing deposits and a $7.2 million increase in certificate of deposits, partly offset by a decrease of $3.5 million in NOW deposits. Our retail deposit customers continue to express a preference to shift deposits from higher cost time deposit accounts to more liquid and lower cost core deposit accounts. Recognizing this shift of sentiment, the attraction and retention of non-interest bearing commercial deposits, and longer dated maturity deposits remains a focus of our retail deposit gathering philosophy. During the quarter ended March 31, 2014, the Federal Open Market Committee (FOMC) has continued its accommodative monetary policy. This extended environment of historically low short term market rates has resulted in continuing parallel low retail deposit account yields, directly decreasing interest expense.

Short-term borrowings increased by $12.0 million, or 66.7%, to $30.0 million at March 31, 2014 from $18.0 million at December 31, 2013. These additional borrowings were utilized in the funding of loan products. Long-term borrowed money remained constant at $110.0 million at March 31, 2014 and December 31, 2013. The purpose of these borrowings reflects the use of long and short term Federal Home Loan Bank advances to augment deposits as the Company’s funding source for originating loans and investing in GSE investment securities.

Stockholders’ equity increased by $2.1 million or 2.1% to $102.1 million at March 31, 2014 from $100.0 million at December 31, 2013. The increase in stockholders’ equity was primarily attributable to net income of $2.2 million, and an increase of $770,000 in preferred stock outstanding as a result of our on-going capital raising efforts, partly offset by cash dividends paid during the period totaling $1.0 million on outstanding common shares of stock and $170,000 on outstanding preferred stock. The Company accrued a dividend payable for the first quarter on the preferred shares for $193,000 which will be paid in the second quarter. As of March 31, 2014, the Bank’s Tier 1, Tier 1 Risk-Based and Total Risk Based Capital Ratios were 8.57%, 11.86% and 13.12% respectively.

Three Months of Operation

Net income was $2.2 million for the three months ended March 31, 2014 compared with $2.4 million for three months ended March 31, 2013. The decrease in net income is primarily reflective of an increase in non-interest expense, partly offset by increases in net interest income and non-interest income and decreases in the provision for loan losses and income tax provision.

Net interest income increased by $647,000 or 5.7% to $12.1 million for the three months ended March 31, 2014 from $11.4 million for the three months ended March 31, 2013. The increase in net interest income resulted primarily from an increase in the average balance of interest earning assets of $65.5 million or 5.8% to $1.198 billion for the three months ended March 31, 2014 from $1.132 billion for the three months ended March 31, 2013, partly offset by a decrease in the average yield on interest earning assets of nine basis points to 4.88% for the three months ended March 31, 2014 from 4.97% for the three months ended March 31, 2013. The average balance of interest bearing liabilities increased by $26.3 million or 2.7% to $994.0 million for the three months ended March 31, 2014 from $967.7 million for the three months ended March 31, 2013, while the average cost of interest bearing liabilities decreased by seven basis points to 1.03% for the three months ended March 31, 2014 from 1.10% for the three months ended March 31, 2013. Net interest margin was 4.03% for each of the three-month periods ended March 31, 2014 and March 31, 2013.

Interest income on loans receivable increased by $689,000 or 5.3% to $13.68 million for the three months ended March 31, 2014 from $12.99 million for the three months ended March 31, 2013. The increase was primarily attributable to an increase in the average balance of loans receivable of $105.9 million or 11.2% to $1.052 billion for the three months ended March 31, 2014 from $945.7 million for the three months ended March 31, 2013, partially offset by a decrease in the average yield on loans receivable to 5.20% for the three months ended March 31, 2014 from 5.50% for the three months ended March 31, 2013. The decrease in average yield reflects the competitive price environment prevalent in the Company’s primary market area on loan facilities as well as the repricing downward of certain variable rate loans.

Interest income on securities decreased by $147,000 or 13.7% to $927,000 for the three months ended March 31, 2014 from $1.07 million for the three months ended March 31, 2013. This decrease was primarily due to a decrease in the average balance of securities of $42.6 million or 26.1% to $120.8 million for the three months ended March 31, 2014 from $163.4 million for the three months ended March 31, 2013, partly offset by an increase in the average yield of securities to 3.07% for the three months ended March 31, 2014 from 2.63% for the three months ended March 31, 2013.

Interest income on other interest-earning assets increased by $2,000 or 18.2% to $13,000 for the three months ended March 31, 2014 from $11,000 for the three months ended March 31, 2013. This increase was primarily due to a increase of $2.3 million or 9.8% in the average balance of other interest-earning assets to $25.6 million for the three months ended March 31, 2014 from $23.3 million for the three months ended March 31, 2013. The average yield on other interest-earning assets increased marginally to 0.20% for the three months ended March 31, 2014 from 0.19% for the three months ended March 31, 2013. The static nature of the average yield on other interest-earning assets reflects the current philosophy of the FOMC of keeping short term interest rates at historically low levels for the last several years.

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Total interest expense decreased by $103,000 or 3.9% to $2.56 million for the three months ended March 31, 2014 from $2.66 million for the three months ended March 31, 2013. The decrease resulted primarily from a decrease in the average cost of interest-bearing liabilities of seven basis points to 1.03% for the three months ended March 31, 2014 from 1.10% for the three months ended March 31, 2013, and a decrease in the average balance of certificate of deposits of $32.1 million or 7.9% to $375.6 million for the three months ended March 31, 2014 from $407.7 million for the three months ended March 31, 2013, partly offset by an increase the average balance of borrowings of $14.9 million or 12.8% to $131.5 million for the three months ended March 31, 2014 from $116.6 million for the three months ended March 31, 2013 . The decrease in the average cost reflects the lower short term interest rate environment and our ability to reduce our pricing on a select number of retail deposit products.

The provision for loan losses totaled $1.0 million and $1.2 million for the three months ended March 31, 2014 and 2013, respectively. The provision for loan losses is established based upon management’s review of the Company’s loans and consideration of a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic conditions, (3) actual losses previously experienced, (4) the dynamic activity and fluctuating balance of loans receivable, and (5) the existing level of reserves for loan losses that are probable and estimable. During the three months ended March 31, 2014, the Company experienced $696,000 in charge-offs. During the year ended December 31, 2013, the Company experienced $771,000 in net charge-offs (consisting of $971,000 in charge-offs and $200,000 in recoveries). The Bank had non-performing loans totaling $26.3 million or 2.44% of gross loans at March 31, 2014 and $20.6 million or 1.98% of gross loans at December 31, 2013. The allowance for loan losses was $14.6 million or 1.36% of gross loans at March 31, 2014, $14.3 million or 1.38% of gross loans at December 31, 2013 and $13.3 million or 1.41% of gross loans at March 31, 2013. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require the Company to recognize additional provisions based on their judgment of information available to them at the time of their examination. Management believes that the allowance for loan losses was adequate at March 31, 2014, December 31, 2013 and March 31, 2013.

Total non-interest income increased by $516,000, or 65.8% to $1.3 million for the three months ended March 31, 2014 from $784,000 for the three months ended March 31, 2013. Non-interest income reflected an increase of $658,000 or 552.9% in gain on sale of loans originated for sale to $777,000 for the three months ended March 31, 2014 from $119,000 for the three months ended March 31, 2013, and an increase in fees and service charges to $504,000 for the three months ended March 31, 2014 from $424,000 for the three months ended March 31, 2013, partly offset by a decrease of $224,000 in gain on sale of securities held to maturity as there were no sales in the current period and a gain of that amount for the three months ended March 31, 2013. The securities sold consisted of mortgage-backed securities that had already returned at least 85% of the original principal purchased.

Total non-interest expense increased by $1.66 million or 23.9% to $8.56 million for the three months ended March 31, 2014 from $6.90 million for the three months ended March 31, 2013. Salaries and employee benefits expense increased by $1.0 million or 28.7% to $4.46 million for the three months ended March 31, 2014 from $3.47 million for the three months ended March 31, 2013. This increase in both salaries and employee benefits was mainly attributable to an increase of 51 full-time equivalent employees, or 23.2%, to 271 at March 31, 2014 from 220 at March 31, 2013, which relates to the addition of business development and loan administration employees, and the anticipated opening of new branch offices beginning in the second half of 2014, as well as providing health benefits to a greater number of existing employees. Occupancy expense increased by $168,000 or 20.7% to $980,000 for the three months ended March 31, 2014 from $812,000 for the three months ended March 31, 2013. Equipment expense increased by $191,000 or 16.4% to $1.36 million for the three months ended March 31, 2014 from $1.17 million for the three months ended March 31, 2013. The increases in occupancy and equipment expenses related primarily to the anticipated opening of new branch offices beginning in the second half of 2014. Professional fees increased by $31,000 or 6.8% to $490,000 for the three months ended March 31, 2014 from $459,000 for the three months ended March 31, 2013. Director fees were $168,000 for each of the three-month periods ending March 31, 2014 and March 31, 2013. Regulatory assessments decreased by $13,000 or 4.9% to $252,000 for the three months ended March 31, 2014 from $265,000 for the three months ended March 31, 2013. Advertising expense increased by $72,000 or 70.6% to $174,000 for the three months ended March 31, 2014 from $102,000 for the three months ended March 31, 2013. The increase was primarily due to our marketing efforts related to the previously mentioned expansion of our geographic footprint. Other real estate owned (OREO) (income)/expenses increased by $92,000 to expenses of $8,000 for the three months ended March 31, 2014 from income of $84,000 for the three months ended March 31, 2013. The increase in expenses was primarily due to an upward valuation adjustment of OREO property of $110,000 for the three months ended March 31, 2013 compared to no corresponding adjustment for the three months ended March 31, 2014. Other non-interest expense increased by $116,000 or 21.1% to $666,000 for the three months ended March 31, 2014 from $550,000 for the three months ended March 31, 2013, which included $50,000 of broker fees related to the sale of SBA loans for the current three-month period. Other non-interest expense is comprised of loan expense, stationary, forms and printing, check printing, correspondent bank fees, telephone and communication, and other fees and expenses.

Income tax provision decreased by $114,000 or 6.8% to $1.57 million for the three months ended March 31, 2014 from $1.69 million for the three months ended March 31, 2013. The decrease in income tax provision was a result of lower taxable income during the three-month period ended March 31, 2014 as compared to the three months ended March 31, 2013. The consolidated effective tax rate for the three months ended March 31, 2014 was 41.3% compared to 41.2% for the three months ended March 31, 2013.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Management of Market Risk

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

The following table presents the Company’s net portfolio value (“NPV”). These calculations were based upon assumptions believed to be fundamentally sound, although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of March 31, 2014. Assumptions have been made by the Company relating to interest rates, loan prepayment rates, core deposit duration, and the market values of certain assets and liabilities under the various interest rate scenarios. Actual maturity dates were used for fixed rate loans and certificate accounts. Investment securities were scheduled at either the maturity date or the next scheduled call date based upon management’s judgment of whether the particular security would be called in the current interest rate environment and under assumed interest rate scenarios. Variable rate loans were scheduled as of their next scheduled interest rate repricing date. Additional assumptions made in the preparation of the NPV table include prepayment rates on loans and mortgage-backed securities, core deposits without stated maturity dates were scheduled with an assumed term of 48 months, and money market and non-interest bearing accounts were scheduled with an assumed term of 24 months. The NPV at “PAR” represents the difference between the Company’s estimated value of assets and estimated value of liabilities assuming no change in interest rates. The NPV for a decrease of 200 to 300 basis points has been excluded since it would not be meaningful, in the interest rate environment as of March 31, 2014. The following sets forth the Company’s NPV as of that date.

NPV as a % of Assets
Change in Calculation Net Portfolio Value $ Change from PAR % Change from PAR NPV Ratio Change
+300bp $ 100,019 $ (61,849 ) (42.01 )% 7.46 % (416) bps
+200bp 128,228 (33,639 ) (22.85 ) 9.56 (206) bps
+100bp 150,073 (11,795 ) (8.01 ) 11.02 (60) bps
PAR 161,868 11.62 - bps
-100bp 187,206 25,339 17.21 13.21 159 bps

bp – basis points

The table above indicates that as of March 31, 2014, in the event of a 100 basis point increase in interest rates, we would experience a 8.01% decrease in NPV.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in NPV require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the NPV table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income, and will differ from actual results.

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ITEM 4.

Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of business. Other than as set forth below, as of March 31, 2014, 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 affect on our financial condition or results of operations.

The Company, as the successor to Allegiance Community Bank, is a named defendant in the lawsuit Kontos v. Robbins, et al., filed in the Superior Court of New Jersey on May 15, 2012.  The lawsuit alleges that Spencer Robbins, the former Chairman of the Board of Allegiance Community Bank and currently a director of the Company, and others misled Mr. Kontos with respect to his investment in a real estate project and they induced him to borrow money from Allegiance Community Bank, also a named defendant. The lawsuit seeks an unspecified dollar amount of damages. Insurance coverage is currently in effect. The Company has filed its Answer to the lawsuit. The Company is vigorously defending its interests in this litigation.

The Company, as the successor to Pamrapo Bancorp, Inc., and in its own corporate capacity, is a named defendant in a shareholder class action lawsuit, Kube v. Pamrapo Bancorp, Inc., et al., filed in the Superior Court of New Jersey, Hudson County, Chancery Division, General Equity. On May 9, 2012, the Company obtained partial summary judgment, dismissing three of the five Counts of the Complaint. On May 9, 2012, plaintiff’s counsel was awarded interim legal fees of approximately $350,000. The Company’s obligation to pay that amount has been stayed. By Order, dated December 10, 2013, the court denied the plaintiff's initial motion for class certification. The plaintiff thereafter filed a motion seeking certification for a substantially reduced class. That motion was granted on February 6, 2014.  The Company filed a motion for summary judgment, seeking the dismissal of the remaining two Counts of the Complaint. That motion was denied on February 19, 2014. The parties have conferenced in an effort to resolve this case.  A final resolution is being pursued.  The Company is vigorously defending its interests in this litigation.

The Company has made claims with both of the Directors' and Officers' Liability insurance carriers for Pamrapo Bancorp, Inc., and the Company, seeking indemnification and reimbursement of the attorney's fees and defense costs incurred by the Company in defending the Kube v. Pamrapo Bancorp, Inc., et al., litigation  These claims are pending.

The Company, as the successor to Pamrapo Bancorp, Inc., is a named defendant in a lawsuit, Armstrong v. BCB Bancorp, Inc., and Brian M. Campbell, which was filed in the Superior Court of New Jersey, Atlantic County, Law Division, on September 27, 2011. The lawsuit accuses Brian Campbell, the former Managing Director of Pamrapo Services Corporation, a wholly-owned subsidiary of Pamrapo Bancorp, Inc., of various violations of federal and state securities laws, fraud, breach of fiduciary duty and negligence. Prime Capital, Inc., has been named as a potentially-responsible party by the Company and/or the plaintiff. The case has been transferred to FINRA arbitration. The arbitration is in its discovery stage.  The plaintiff is seeking unspecified damages. The arbitration hearing is scheduled to begin on June 23, 2014. Insurance coverage is currently in effect for the Company. The Company is vigorously defending its interests in this litigation. The parties have conferenced in an effort to resolve this case.  It is anticipated that a final resolution among the parties will be reached prior to the commencement of the FINRA hearing.

ITEM 1.A. RISK FACTORS

Other than as set forth below, there have been no changes to the risk factors set forth under Item 1.A Risk Factors as set fourth in the Company’s Form 10-K for the year ended December 31, 2013.

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

At March 31, 2014, the Company had $43.4 million in classified loans of which $2.5 million were classified as doubtful, $28.7 million were classified as substandard and $12.2 million were classified as special mention. In addition, at that date we had $21.0 million in non-accruing loans. While we have adhered to stringent underwriting standards in the origination of loans, a large percentage of our loan portfolio was obtained in connection with our acquisition of Pamrapo Bancorp, Inc. and Allegiance Community Bank. In addition, there can be no assurance that loans that we originated will not experience asset quality deterioration as a result of a downturn in the local economy. Should our local economy weaken, our asset quality may deteriorate resulting in losses to the Company.

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

Securities sold within the past three years without registering the securities under the Securities Act of 1933

On June 28, 2012, the Company announced a seventh stock repurchase plan to repurchase 5% or 440,000 shares of the Company’s common stock. On July 17, 2013, the Company announced an eighth stock repurchase plan to repurchase 5% or 400,000 shares of the Company’s common stock. The Company’s stock purchases for the three months ended March 31, 2014 are as follows:

Period Shares Purchased Average Price Total Number of Shares
Purchased
Maximum Number of Shares
That May Yet be Purchased
January 1- January 31, 2014 410 $ 13.15 410 415,379
February 1- February 28, 2014 0 $ 0.00 0 415,379
March 1- March 31, 2014 0 $ 0.00 0 415,379
Total 410 $ 13.15 410 415,379

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFTEY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS
Exhibit 11.0 Computation of Earnings per Share.
Exhibit 31.1 and 31.2 Officers’ Certification filed pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32 Officers’ Certification filed pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema
Exhibit 101.CAL XBRL Taxonomy Extension Calculation LinkBase
Exhibit 101.DEF XBRL Taxonomy Extension Definition LinkBase
Exhibit 101.LAB XBRL Taxonomy Extension Label LinkBase
Exhibit 101.PRE XBRL Taxonomy Extension Presentation LinkBase

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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: May 7, 2014 By:

/s/ Donald Mindiak

Donald Mindiak
Chief Executive Officer
Date: May 7, 2014 By:

/s/ Thomas P. Keating

Thomas P. Keating

Senior Vice President and Chief Financial Officer

(Principal Accounting and Financial Officer)

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TABLE OF CONTENTS