BCBP 10-Q Quarterly Report Sept. 30, 2017

BCB BANCORP INC

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10-Q 1 bcbp-20170930x10q.htm 10-Q 10Q 20170930_Taxonomy2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30 , 201 7

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

For the transition period from to

Commission File Number: 0-50275

BCB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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

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

(201) 823-0700

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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


Large Accelerated Filer	☐	Accelerated Filer	☒

Non-Accelerated Filer	☐ (Do not check if a smaller reporting company)	Smaller Reporting Company	☐

		Emerging Growth Company	☐

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 7 th , 201 7 , BCB Bancorp, Inc., had 1 5 , 031 , 691 shares of common stock, no par value, outstanding.

BCB BANCORP INC. AND SUBSIDIARIES

INDEX



	Page
PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Statements of Financial Condition as of September 30, 2017 (unaudited) and December 31, 2016		1

Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)		2

Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (unaudited)		3

Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2017 and 2016 (unaudited)		4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)		5
Notes to Unaudited Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		42

Item 3. Quantitative and Qualitative Disclosures about Market Risk		49

Item 4. Controls and Procedures		50

PART II. OTHER INFORMATION		51

Item 1. Legal Proceedings		51

Item 1A. Risk Factors		51

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

Item 3. Defaults Upon Senior Securities		51

Item 4. Mine Safety Disclosures		51

Item 5. Other Information		51

Item 6. Exhibits		51

PART I. CONSOLIDATED FINANCIAL INFORMATION

ITEM I. CONSOLIDATED FINANCIAL STATEMENTS

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

( I n T housands, E xcept S hare and Per Share Data, Unaudited )



	September 30,		December 31,
	2017		2016

ASSETS
Cash and amounts due from depository institutions	$	15,035	$	12,121
Interest-earning deposits		82,583		52,917
Total cash and cash equivalents		97,618		65,038

Interest-earning time deposits		980		980
Securities available for sale		100,077		94,765
Loans held for sale		2,484		4,153
Loans receivable, net of allowance for loan losses
of $18,449 and $17,209 respectively		1,619,245		1,485,159
Federal Home Loan Bank of New York stock, at cost		8,096		9,306
Premises and equipment, net		19,259		19,382
Accrued interest receivable		5,808		5,573
Other real estate owned		1,410		3,525
Deferred income taxes		6,481		9,953
Other assets		10,282		10,374
Total Assets	$	1,871,740	$	1,708,208

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Non-interest bearing deposits	$	169,222	$	158,523
Interest bearing deposits		1,376,926		1,233,682
Total deposits		1,546,148		1,392,205
Short-term debt		-		20,000
Long-term debt		138,000		155,000
Subordinated debentures		4,124		4,124
Other liabilities and accrued interest payable		5,900		5,798
Total Liabilities		1,694,172		1,577,127

STOCKHOLDERS' EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized,
issued and outstanding 1,342 shares of series C 6% and series D 4.5% noncumulative
perpetual preferred stock (liquidation value $10,000 per share) at September 30, 2017 and 1,560 shares
of series A, B, C 6% noncumulative preferred stock at December 31, 2016		-		-
Additional paid-in capital preferred stock		13,241		15,464
Common stock; no par value; 20,000,000 shares authorized, issued 17,562,454 and 13,797,088
at September 30, 2017 and December 31, 2016, respectively, outstanding 15,031,691 shares and
11,267,225 shares, respectively		-		-
Additional paid-in capital common stock		164,010		120,417
Retained earnings		31,613		28,159
Accumulated other comprehensive (loss)		(2,180)		(3,856)
Treasury stock, at cost, 2,530,763 and 2,529,863 shares, respectively, at September 30, 2017 and December 31, 2016		(29,116)		(29,103)
Total Stockholders' Equity		177,568		131,081

Total Liabilities and Stockholders' Equity	$	1,871,740	$	1,708,208

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Income

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



	Three Months Ended September 30,				Nine Months Ended September 30,
		2017		2016		2017		2016

Interest income:
Loans, including fees	$	18,399	$	17,191	$	53,967	$	51,947
Mortgage-backed securities		581		167		1,712		291
Municipal bonds and other debt		113		-		377		-
FHLB stock and other interest earning assets		313		373		874		1,005
Total interest income		19,406		17,731		56,930		53,243

Interest expense:
Deposits:
Demand		700		585		2,050		1,417
Savings and club		100		99		299		281
Certificates of deposit		2,284		2,077		6,437		6,237
		3,084		2,761		8,786		7,935
Borrowed money		748		1,373		2,902		4,650
Total interest expense		3,832		4,134		11,688		12,585

Net interest income		15,574		13,597		45,242		40,658
Provision (credit) for loan losses		511		(301)		1,785		(75)

Net interest income after provision for loan losses		15,063		13,898		43,457		40,733

Non-interest income:
Fees and service charges		749		873		2,383		2,320
Gain on sales of loans		540		718		1,611		2,671
Loss on bulk sale of impaired loans held in portfolio		-		(88)		-		(373)
Gain on sales of other real estate owned		222		-		1,570		-
Gain on sale of investment securities		97		-		97		-
Other		25		27		307		72
Total non-interest income		1,633		1,530		5,968		4,690

Non-interest expense:
Salaries and employee benefits		5,925		6,747		17,893		18,931
Occupancy and equipment		2,038		2,192		6,185		6,107
Data processing and service fees		703		358		2,034		2,253
Professional fees		491		457		2,237		1,367
Director fees		198		183		576		519
Regulatory assessments		318		429		1,010		1,139
Advertising and promotional		117		482		375		1,235
Other real estate owned, net		9		36		64		146
Other		1,500		1,459		4,635		4,549
Total non-interest expense		11,299		12,343		35,009		36,246

Income before income tax provision		5,397		3,085		14,416		9,177
Income tax provision		2,180		1,171		5,773		3,647

Net Income	$	3,217	$	1,914	$	8,643	$	5,530
Preferred stock dividends		166		234		449		702
Net Income available to common stockholders	$	3,051	$	1,680	$	8,194	$	4,828

Net Income per common share-basic and diluted
Basic	$	0.25	$	0.15	$	0.71	$	0.43
Diluted	$	0.25	$	0.15	$	0.70	$	0.43

Weighted average number of common shares outstanding
Basic		12,142		11,246		11,572		11,230
Diluted		12,226		11,258		11,664		11,236

See accompanying notes to unaudited co nsolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES
Consoli dated Statements of Comprehensive Income
(In Thousands, Unaudit e d)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016


Net Income	$	3,217	$	1,914	$	8,643	$	5,530
Other comprehensive income, net of tax:
Unrealized gains on available-for-sale securities:
Unrealized holding gains (losses) arising during the period (a)		293		(297)		1,676		(144)
Benefit plans (b)		-		(24)		-		(39)
Other comprehensive income (loss)		293		(321)		1,676		(183)
Comprehensive income	$	3,510	$	1,593	$	10,319	$	5,347

(a)

Represents the net change of the unrealized gain on available-for-sale securities . Represents unrealized gains (losses) of $ 496 ,000 , ($502 ,000 ) , $ 2, 83 3 ,000 and ( $ 2 43 ,000 ) , respectively , less deferred taxes of $ 20 3 ,000 , ($205 ,000 ) , $1,15 7 , 000 and ( $ 99 ,000 ) , respectively .

(b)

Represents the net change of unrecognized loss included in net periodic pension cost. Represents a gross change of $0 , $40 ,000 , $0 , and $6 5,000 , respectively, less deferred taxes of $0 , $1 6 ,000 , $0 , and $26 ,000 , respectively. The Consolidated Statements of Income line items impacted by these amounts are salaries and employee benefits and income tax provision.

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

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


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

Beginning Balance at January 1, 2017	$	-	$	-	$	135,881	$	28,159	$	(29,103)	$	(3,856)	$	131,081

Issuance of Common Stock		-		-		42,759		-		-		-		42,759

Redemption of Series A and B Preferred Stock		-		-		(11,720)		-		-		-		(11,720)

Issuance of Series D Preferred Stock		-		-		9,497		-		-		-		9,497

Exercise of Stock Options ( 700 shares)		-		-		2		-		-		-		2

Stock-based compensation expense		-		-		126		-		-		-		126

Treasury Stock purchases		-		-		-		-		(13)		-		(13)

Dividends payable on Series C 6% and Series D 4.5% noncumulative perpetual preferred stock		-		-		-		(449)		-		-		(449)

Cash dividends on common stock ( $0.14 per share declared)		-		-		-		(4,519)		-		-		(4,519)

Dividend Reinvestment Plan		-		-		221		(221)		-		-		-

Stock Purchase Plan		-		-		485		-		-		-		485

Net income		-		-		-		8,643		-		-		8,643

Other comprehensive income		-		-		-		-		-		1,676		1,676

Ending Balance at September 30, 2017	$	-	$	-	$	177,251	$	31,613	$	(29,116)	$	(2,180)	$	177,568



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

Beginning Balance at January 1, 2016	$	-	$	879	$	135,977	$	27,382	$	(29,096)	$	(1,598)	$	133,544

Redemption of Series A Preferred Stock		-		-		(1,710)		-		-		-		(1,710)

Stock-based compensation expense		-		-		84		-		-		-		84

Dividends payable on Series A, B and C 6% noncumulative perpetual preferred stock		-		-		-		(702)		-		-		(702)

Cash dividends on Common Stock ( $0.14 per share) declared		-		-		-		(4,509)		-		-		(4,509)

Dividend Reinvestment Plan		-		3		204		(204)		-		-		3

Stock Purchase Plan		-		-		242		-		-		-		242

Net income		-		-		-		5,530		-		-		5,530

Other comprehensive income		-		-		-		-		-		(183)		(183)

Ending Balance at September 30, 2016	$	-	$	882	$	134,797	$	27,497	$	(29,096)	$	(1,781)	$	132,299

See accompanying notes to unaudited consolidated financial statements.

BCB BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In Thousands, Unaudited)


	Nine Months Ended September 30,
	2017		2016
Cash Flows from Operating Activities :
Net Income	$	8,643	$	5,530
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of premises and equipment		1,927		1,790
Amortization and accretion, net		(1,013)		(1,440)
Provision (credit) for loan losses		1,785		(75)
Deferred income tax		2,314		1,460
Loans originated for sale		(19,371)		(26,568)
Proceeds from sales of loans originated for sale		22,651		29,748
Gain on sales of loans originated for sale		(1,611)		(2,671)
Gain on sales of securities available for sale		(97)		-
Fair value adjustment of OREO		-		392
Loss on bulk sale of impaired loans held in portfolio		-		373
Stock compensation expense		126		84
(Increase) decrease in interest receivable		(235)		366
Decrease (increase) in other assets		92		(2,353)
(Decrease) in accrued interest payable		(209)		(298)
Increase in other liabilities		311		552
Net Cash Provided by Operating Activities		15,313		6,890
Cash flows from investing activities:
Proceeds from calls on securities available for sale		22,423		1,764
Purchases of securities available for sale		(46,298)		(45,332)
Proceeds from sales of other real estate owned		4,813		952
Proceeds from bulk sale of impaired loans held		-		1,180
Proceeds from sales of securities available for sale		21,165		-
Gains on sales of other real estate owned		(1,570)		-
Purchase of interest-bearing time deposits		-		258
Net increase in loans receivable		(135,657)		(13,837)
Additions to premises and equipment		(1,804)		(3,303)
Redemption of Federal Home Loan Bank of New York stock		1,210		1,720
Net Cash Used In Investing Activities		(135,718)		(56,598)
Cash flows from financing of ctivities:
Net increase in deposits		153,943		106,456
Proceeds from long-term debt		38,000		10,000
Repayments of long-term debt		(55,000)		(55,000)
Net change in short-term debt		(20,000)		-
Purchases/adjustments of treasury stock		(13)		-
Cash dividend paid on common stock		(4,519)		(4,509)
Cash dividend paid on preferred stock		(449)		(702)
Net proceeds from issuance of common stock		43,244		245
Net proceeds from issuance of preferred stock		9,497		-
Net payment on redemption of preferred stock		(11,720)		(1,710)
Exercise of stock options		2		-
Net Cash Provided by Financing Activities		152,985		54,780

Net Increase In Cash and Cash Equivalents		32,580		5,072
Cash and Cash Equivalents-Beginning		65,038		132,635

Cash and Cash Equivalents-Ending	$	97,618	$	137,707

Supplementary Cash Flow Information:
Cash paid during the year for:
Income taxes	$	4,285	$	5,317
Interest	$	11,898	$	12,883


Non-cash items:
Transfer of loans to other real estate owned	$	1,128	$	2,747

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 consolidated financial statements. The information furnished reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of consolidated financial condition and results of operations. All such adjustments are of a normal recurring nature. These results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 201 7 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, 201 6 , which are included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred between September 30, 201 7 , and the date these consolidated financial statements were issued. See Note 9 related to subsequent events.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year. The new guidance will be effective for public companies for periods beginning after December 15, 2017 with private companies provided a one-year deferral until periods beginning after December 15, 2018. The scope of ASC 606 excludes net interest income or other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives, which would then exclude the majority of the Company's revenues. However, the recognition and measurement of certain non-interest income items such as gain on sale of other real estate owned and deposit-related fees, could be affected by ASC 606.

In February 2016, the Financial Accounting Standards Board (“ FASB ”) issued ASU No. 2016-02, Leases (Topic 842), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of income. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the statements of operations and cash flows will be generally consistent with the current guidance. The new guidance will be effective for years beginning after December 15, 2018 for public companies and for years beginning after December 15, 2019 for private companies. Once effective, the standard will be applied using a modified retrospective transition method to the beginning of the earliest period presented. The Company is currently assessing the impacts this new standard will have on its consolidated financial statements.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. For public business entities that are U.S. Securities and Exchange Commission filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has begun evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations. The effect of this change cannot be ascertained at this point, and will depend upon factors including asset components, asset quality and market conditions at the adoption date.

In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting”. The amendments in this update requires that an entity account for the effects of a modification unless the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. ASU 2017-09 is effective for all entities on a prospective basis for annual periods beginning after December 15, 2017. Due to prospective application, the new guidance is not expected to have an impact on the Company’s Consolidated Financial Statements upon adoption.

ASU 2017-08, "Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities." ASU 2017-08 was issued to enhance the accounting for the amortization of premiums for purchased callable debt securities. This amendment requires that the amortization premium be shortened to the earliest call date. For public business entities, ASU 2017-08 is effective for fiscal years after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoptions of ASU 2017-08 on its consolidated financial statements.

Note 2 – Reclassification

Certain amounts as of December 31 , 201 6 and the three and nine month period s ended September 30 , 201 6 , respectively have been reclassified to conform to the current period’s presentation. These changes had no effect on the Company’s results of operations or financial position.

Note 3 – Pension and Other Postretirement Plans

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

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



	Three months ended September 30,				Nine months ended September 30,
		2017		2016		2017		2016

Pension plan:
Interest cost	$	75	$	82	$	225	$	246
Expected return on plan assets		(113)		(131)		(339)		(393)
Amortization of unrecognized loss		29		36		87		108

Net periodic pension benefit		(9)		(13)		(27)		(39)

SERP plan:
Interest cost	$	4	$	3	$	12	$	9

Net periodic postretirement cost	$	4	$	3	$	12	$	9

Note 3 – Pension and Other Postretirement Plans (Continued)

The Company, under the plan approved by its stockholders on April 28, 2011 (“2011 Stock Plan”), authorized the issuance of up to 900,000 shares of common stock of the Company pursuant to grants of stock options. Employees and directors of the Company and the Bank are eligible to participate in the 2011 Stock Plan. All stock options will be granted in the form of either "incentive" stock options or "non-qualified" stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 42 2 of the Internal Revenue Code. Only employees are permitted to receive incentive stock options. On September 13, 2017, a grant of 350 ,000 options was declared for members of the Board of Directors and Executive Officers which vest at a rate of 10% per year and 20% per year, respectively, commencing on the first anniversary of the grant date. On September 1 6 , 2016, a grant of 1 6 0,000 options was declared for members of the Board of Directors and the Chief Executive Officer, which vest at a rate of 10% per year and 33% per year, respectively, commencing on the first anniversary of the grant date. On December 2, 2015, a grant of 120,000 options and on March 7, 2014, a grant of 110,000 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.


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

Outstanding at December 31, 2016	575,000	$	8.93-13.32	$	10.78

Options granted	350,000		12.40		12.40
Options exercised	(700)		10.55		-
Options forfeited	(35,000)		8.93-13.32		-
Options expired	-

Outstanding at September 30, 2017	889,300	$	8.93-13.32	$	11.42

As of September 30 , 201 7 , stock options which were granted and were exercisable totaled 1 39 , 36 7 stock options.

It is Company policy to issue new shares upon share option exercise. Expected future compensation expense relating to the 749 , 933 shares of unvested options outstanding as of September 30 , 201 7 was $1, 783 , 000 over a weighted average period of 6 . 60 years.



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

Outstanding at December 31, 2015	417,000	$	8.93-15.65	$	10.75

Options granted	160,000		10.92		10.92
Options exercised	-		-		-
Options forfeited	-		-		-
Options expired	(2,000)		15.11		15.11

Outstanding at September 30, 2016	575,000	$	8.93-13.32	$	10.28

As of September 30 , 201 6 , stock options which were granted and were exercisable totaled 7 8,2 0 0 stock options.

It is Company policy to issue new shares upon share option exercise. Expected future comp ensation expense relating to 496,8 00 shares of unvested options outstanding as of September 30 , 201 6 was $ 1,238,000 over a weighted average period of 7 . 33 years .

Note 4 – Net Income per Common Share

Basic net income per common share is computed by dividing net income less dividends on preferred stock by the weighted average number of shares of common stock outstanding. The diluted net income per common share is computed by adjusting the weig hted average number of shares of common stock outstanding to include the effects of outstanding stock options, if dilutive, using the treasury stock method. Dilution is not applicable in periods of net loss. For the three and nine months ended September 30 , 201 7 and 201 6 , the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. No adjustments to net income were necessary in calculating basic and diluted net income per share. For the three months ended September 3 0 , 201 7 and 201 6 the weighted average number of outstanding options considered to be anti-dilutive were 0 and 24 ,82 3 respectively . For the nine months ended September 30, 2017 and 2016 the weighted average number of outstanding options considered to be anti-dilutive were 0 and 3 2 , 619 respectively.

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



	For the Three Months Ended September 30,
	2017					2016
		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	$	3,051				$	1,680

Basic earnings per share-
Income available to
Common stockholders	$	3,051	12,142	$	0.25	$	1,680	11,246	$	0.15


Effect of dilutive securities:
Stock options		-	84				-	12

Diluted earnings per share-
Income available to
Common stockholders	$	3,051	12,226	$	0.25	$	1,680	11,258	$	0.15


	For the Nine Months Ended September 30,
	2017					2016
		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	$	8,194				$	4,828

Basic earnings per share-
Income available to
Common stockholders	$	8,194	11,572	$	0.71	$	4,828	11,230	$	0.43


Effect of dilutive securities:
Stock options		-	92				-	6

Diluted earnings per share-
Income available to
Common stockholders	$	8,194	11,664	$	0.70	$	4,828	11,236	$	0.43

Note 5 – Securities Available for Sale

The following tables present by maturity the amortized cost , gross unrealized gains and losses on , and fair value of, securitie s available for sale as of September 30 , 201 7 and December 31, 201 6 :



	September 30, 2017
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
	(In Thousands)
Residential mortgage-backed securities:
Due after one year through five years	$	3,295	$	23	$	62	$	3,256
Due after five years through ten years		674		-		6		668
Due after ten years		87,027		76		1,835		85,268

Municipal obligations:
Due within one year		2,512		-		3		2,509

Preferred Stock:
Due after 10 years		8,119		286		29		8,376
	$	101,627	$	385	$	1,935	$	100,077



	December 31, 2016
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
	(In Thousands)
Residential mortgage-backed securities:
Due after five years through ten years	$	6,230	$	23	$	86	$	6,167
Due after ten years		80,594		65		4,354		76,305

Municipal obligations:
Due within one year		6,968		-		7		6,961

Preferred Stock:
Due after 10 years		5,356		-		24		5,332
	$	99,148	$	88	$	4,471	$	94,765

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



	Less than 12 Months				More than 12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(In Thousands)
September 30, 2017
Residential mortgage-backed securities	$	77,797	$	1,787	$	3,219	$	116	$	81,016	$	1,903
Municipal obligations		2,509		3		-		-		2,509		3
Preferred stock		2,499		29		-		-		2,499		29
	$	82,805	$	1,819	$	3,219	$	116	$	86,024	$	1,935

December 31, 2016
Residential mortgage-backed securities	$	74,672	$	4,313	$	3,379	$	127	$	78,051	$	4,440
Municipal obligations		6,961		7		-		-		6,961		7
Preferred stock		1,983		24		-		-		1,983		24
	$	83,616	$	4,344	$	3,379	$	127	$	86,995	$	4,471

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether the Company intends to sell the security or more likely than not will be required to sell the security before its anticipated recovery. At September 30, 2017 and December 31, 2016, the unrealized losses on the municipal obligations and preferred stock were very minimal and all less than 12 months in duration. At September 30 , 201 7 and December 31, 201 6 , management performed an assessment for possible OTTI of the Company’s residential mortgage-backed securities on an issue-by-issue basis, relying on information obtained from various sources, including publicly available financial data, ratings by external agencies, brokers and other sources. The extent of individual analysis applied to each security depended on the size of the Company’s investment, as well as management’s perception of the credit risk associated with each security. Based on the results of the assessment, management believes impairment of these securities, at September 30 , 201 7 and December 31, 201 6 to be temporary.

Note 6 - Loans Receivable and Allowance for Loan Losses

The following table presents the recorded investment in loans receivable as of September 30, 201 7 and December 31, 201 6 by segment and class:



	September 30, 2017		December 31, 2016
		(In Thousands)
Originated loans:
Residential one-to-four family	$	178,533	$	142,081
Commercial and multi-family		1,182,098		1,056,806
Construction		60,699		70,867
Commercial business (1)		63,705		63,444
Home equity (2)		38,297		32,417
Consumer		1,239		1,269

Sub-total		1,524,571		1,366,884

Acquired loans recorded at fair value:
Residential one-to-four family		50,602		56,310
Commercial and multi-family		49,546		60,422
Construction		-		-
Commercial business (1)		3,355		4,460
Home equity (2)		9,216		13,877
Consumer		156		225

Sub-total		112,875		135,294

Acquired loans with deteriorated credit:
Residential one-to-four family		1,419		1,443
Commercial and multi-family		737		753
Construction		-		-
Commercial business (1)		-		-
Home equity (2)		-		-
Consumer		-		-
Sub-total		2,156		2,196

Total Loans		1,639,602		1,504,374

Less:
Deferred loan fees, net		(1,908)		(2,006)
Allowance for loan losses		(18,449)		(17,209)

		(20,357)		(19,215)

Total Loans, net	$	1,619,245	$	1,485,159

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

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

Allowance for Loan Losses

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

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

• General economic conditions.

• Trends in charge-offs.

• Trends and levels of delinquent loans.

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

• Trends in volume and terms of loans.

• Levels of allowance for specific classified loans.

• Credit concentrations.

The methodology includes the segregation of the loan portfolio into two divisions. Loans that are performing and loans that are impaired. Loans which are performing are evaluated homogeneously by loan class or loan type. The allowance for performing loans is evaluated based on historical loan experience, including consideration of peer loss analysis, with an adjustment for qualitative factors referred to above. Impaired loans are loans which are more than 90 days delinquent or troubled debt restructured. These loans are individually evaluated for loan loss either by current appraisal, or net present value. Management reviews the overall estimate for feasibility and bases the loan loss provision accordingly.

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

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

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

Commercial 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.

Commercial business lending, including lines of credit, is generally considered higher risk due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on the business. Commercial business loans are primarily secured by inventories and other business assets. In 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 collateral securing the loan. Repayment risk can be affected by job loss, divorce, illness and personal bankruptcy of the borrower. Home equity line of credit lending entails securing an equity interest in the borrower’s home. In many cases, the Bank’s position in these loans is as a junior lien holder to another institution’s superior lien. This type of lending is often priced on an adjustable rate basis with the rate set at or above a predefined index. Adjustable-rate loans decreases the interest rate risk to the Bank that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default.

Other consumer loans generally have more credit risk because of the type and nature of the collateral and, in certain cases, the absence of collateral. Consumer loans generally have shorter terms and higher interest rates than other lending. In addition, consumer lending collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely 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.

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.

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

Classified Assets .

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

When we classify problem assets, we may establish general allowances for loan losses in an amoun t 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. 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 due to payment status, because updated financial information has not been timely provided, 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. Loans on “nonaccrual” status. 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.

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

The following table sets forth the activity in the Company’s allowance for loan losses for the three months ended September 30 , 201 7 . The table also details the amount of total loans receivable, loans receivable that are evaluated individually and collectively for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class, as of September 30 , 201 7 . (In Thousands):


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

Originated Loans:	$	2,092	$	11,182	$	753	$	3,229	$	347	$	5	$	99	$	17,707
Acquired loans recorded at fair value:		203		-		-		-		-		-		-		203
Acquired loans with deteriorated credit:		41		13		-		-		-		-		-		54
Beginning Balance, June 30, 2017		2,336		11,195		753		3,229		347		5		99		17,964

Charge-offs:
Originated Loans:		-		-		-		1		-		5		-		6
Acquired loans recorded at fair value:		-		-		-		-		20		-		-		20
Acquired loans with deteriorated credit:		-				-		-		-		-		-		-
Sub-total:		-		-		-		1		20		5		-		26

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

Provisions:
Originated Loans:		234		304		(135)		46		(20)		7		7		443
Acquired loans recorded at fair value:		47		3		-		-		20		-		-		70
Acquired loans with deteriorated credit:		(1)		(1)		-		-		-		-		-		(2)
Sub-total:		280		306		(135)		46		-		7		7		511

Totals:
Originated Loans:		2,326		11,486		618		3,274		327		7		106		18,144
Acquired loans recorded at fair value:		250		3		-		-		-		-		-		253
Acquired loans with deteriorated credit:		40		12		-		-		-		-		-		52
Ending Balance, September 30, 2017	$	2,616	$	11,501	$	618	$	3,274	$	327	$	7	$	106	$	18,449

Loans Receivable:

Ending Balance Originated Loans:	$	178,533	$	1,182,098	$	60,699	$	63,705	$	38,297	$	1,239	$	-	$	1,524,571
Ending Balance Acquired loans recorded at fair value:		50,602		49,546		-		3,355		9,216		156		-		112,875
Ending Balance Acquired loans with deteriorated credit:		1,419		737		-		-		-		-		-		2,156
Total Gross Loans:	$	230,554	$	1,232,381	$	60,699	$	67,060	$	47,513	$	1,395	$	-	$	1,639,602

Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:	$	8,257	$	12,469	$	-	$	3,539	$	1,055	$	-	$	-	$	25,320
Ending Balance Acquired loans recorded at fair value:		7,647		5,662		-		-		429		-		-		13,738
Ending Balance Acquired loans with deteriorated credit:		1,419		515		-		-		-		-		-		1,934
Ending Balance Loans individually evaluated
for impairment:	$	17,323	$	18,646	$	-	$	3,539	$	1,484	$	-	$	-	$	40,992

Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:	$	170,276	$	1,169,629	$	60,699	$	60,166	$	37,242	$	1,239	$	-	$	1,499,251
Ending Balance Acquired loans recorded at fair value:		42,955		43,884		-		3,355		8,787		156		-		99,137
Ending Balance Acquired loans with deteriorated credit:		-		222		-		-		-		-		-		222
Ending Balance Loans collectively evaluated
for impairment:	$	213,231	$	1,213,735	$	60,699	$	63,521	$	46,029	$	1,395	$	-	$	1,598,610
_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

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

The following table set forth the activity in the Company’s allowance for loan losses for the nine months ended September 30, 2017, and the related portion of the allowance for loan losses that is allocated to each loan class (in thousands):


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

Originated Loans:	$	2,098	$	10,621	$	736	$	3,079	$	374	$	2	$	69	$	16,979
Acquired loans recorded at fair value:		170		-		-		-		4		-		-		174
Acquired loans with deteriorated credit:		43		13		-		-		-		-		-		56
Beginning Balance, December 31, 2016		2,311		10,634		736		3,079		378		2		69		17,209

Charge-offs:
Originated Loans:		-	-	190		-	-	1	-	-	-	11	-	-	-	202
Acquired loans recorded at fair value:		308	-	-		-	-	-	-	54	-	-	-	-	-	362
Acquired loans with deteriorated credit:		-	-	-		-	-	-	-	-	-	-	-	-	-	-
Sub-total:		308		190		-		1		54		11		-		564

Recoveries:
Originated Loans:		-		-		-		-		-		-		-		-
Acquired loans recorded at fair value:		-		-		-		-		-		-		-		-
Acquired loans with deteriorated credit:		-		-		-		19		-		-		-		19
Sub-total:		-		-		-		19		-		-		-		19

Provisions:
Originated Loans:		228		1,055		(118)		196		(47)		16		37		1,367
Acquired loans recorded at fair value:		388		3		-		-		50		-		-		441
Acquired loans with deteriorated credit:		(3)		(1)		-		(19)		-		-		-		(23)
Sub-total:		613		1,057		(118)		177		3		16		37		1,785

Totals:
Originated Loans:		2,326		11,486		618		3,274		327		7		106		18,144
Acquired loans recorded at fair value:		250		3		-		-		-		-		-		253
Acquired loans with deteriorated credit:		40		12		-		-		-		-		-		52
Ending Balance, September 30, 2017	$	2,616	$	11,501	$	618	$	3,274	$	327	$	7	$	106	$	18,449

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

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

The following table sets forth the activity in the Company’s allowance for loan losses for the year ended December 31, 201 6 . The table also details the amount of total loans receivable that are evaluated individually and collectively for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class, as of December 31, 201 6 . (In Thousands):

____


		Residential		Commercial & Multi-family		Construction		Commercial Business (1)			Home Equity (2)			Consumer		Unallocated		Total
Allowance for credit losses:
Originated Loans:	$	2,107	$	11,643	$	722	$	1,749		$	369		$	879	$	168	$	17,637
Acquired loans recorded at fair value:		270		17		-		-			50			-		-		337
Acquired loans with deteriorated credit:		47		14		-		4			3			-		-		68
Beginning Balance, December 31, 2015		2,424		11,674		722		1,753			422			879		168		18,042

Charge-offs:
Originated Loans:		-		367		-		160	-		-			-		-		527
Acquired loans recorded at fair value:		459		38		-		3			54			-		-		554
Acquired loans with deteriorated credit:		-		-		-		-			-			-		-		-
Sub-total:		459		405		-		163			54			-		-		1,081

Recoveries:
Originated Loans:		-		74		-		-			-			-		-		74
Acquired loans recorded at fair value:		-		4		-		-			14	-		-		-		18
Acquired loans with deteriorated credit:		-		-		-		129			-			-		-		129
Sub-total:		-		78		-		129			14			-		-		221

Provisions:
Originated Loans:		(9)		(729)		14		1,490			5			(877)		(99)		(205)
Acquired loans recorded at fair value:		359		17		-		3			(6)			-		-		373
Acquired loans with deteriorated credit:		(4)		(1)		-		(133)			(3)			-		-		(141)
Sub-total:		346		(713)		14		1,360			(4)			(877)		(99)		27

Totals:
Originated Loans:		2,098		10,621		736		3,079			374			2		69		16,979
Acquired loans recorded at fair value:		170		-		-		-			4			-		-		174
Acquired loans with deteriorated credit:		43		13		-		-			-			-		-		56
Ending Balance, December 31, 2016	$	2,311	$	10,634	$	736	$	3,079		$	378		$	2	$	69	$	17,209
Loans Receivables:

Ending Balance Originated Loans:	$	142,081	$	1,056,806	$	70,867	$	63,444		$	32,417		$	1,269	$	-	$	1,366,884
Ending Balance Acquired Loans:		56,310		60,422		-		4,460			13,877			225		-		135,294
Ending Balance Acquired loans with deteriorated credit:		1,443		753		-		-			-			-		-		2,196
Total Gross Loans:	$	199,834	$	1,117,981	$	70,867	$	67,904		$	46,294		$	1,494	$	-	$	1,504,374

Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:	$	10,651	$	12,325	$	6	$	4,088		$	1,362		$	-	$	-	$	28,432
Ending Balance Acquired Loans:		7,600		6,356		-		-			1,065			-		-		15,021
Ending Balance Acquired loans with deteriorated credit:		1,443		523		-		-			-			-		-		1,966
Ending Balance Loans individually evaluated
for impairment:	$	19,694	$	19,204	$	6	$	4,088		$	2,427		$	-	$	-	$	45,419

Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:	$	131,430	$	1,044,481	$	70,861	$	59,356		$	31,055		$	1,269	$	-	$	1,338,452
Ending Balance Acquired Loans:		48,710		54,066		-		4,460			12,812			225		-		120,273
Ending Balance Acquired loans with deteriorated credit:		-		230		-		-			-			-		-		230
Ending Balance Loans collectively evaluated
for impairment:	$	180,140	$	1,098,777	$	70,861	$	63,816		$	43,867		$	1,494	$	-	$	1,458,955

(1)

Inc ludes business lines of credit.

(2)

Includes home equity lines of credit.

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

The following table sets forth the activity in the Company’s allowance for loan losses for the three months ended September 30, 2016 . The table also details the amount of total loans receivable that are evaluated individually and collectively for impairment, and the related portion of the allowance for loan losses that is allocated to each loan class, as of September 30 , 201 6 (In Thousands):


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

Originated Loans:	$	1,995	$	11,730	$	764	$	1,759	$	375	$	1,029	$	216	$	17,868
Acquired loans recorded at fair value:		357		-		-		-		56		-		-		413
Acquired loans with deteriorated credit:		43		14		-		-		-		-		-		57
Beginning Balance, June 30, 2016		2,395		11,744		764		1,759		431		1,029		216		18,338

Charge-offs:
Originated Loans:		-	-	293		-		-	-	-	-	-	-	-	-	293
Acquired loans recorded at fair value:		154	-	-		-		-		-	-	-	-	-	-	154
Acquired loans with deteriorated credit:		-	-	-		-		-	-	-	-	-	-	-	-	-
Sub-total:		154		293		-		-		-		-		-		447

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

Provisions:
Originated Loans:		48		(414)		(61)		1,069		27		(1,026)		(94)		(451)
Acquired loans recorded at fair value:		148		-		-		-		3		-				151
Acquired loans with deteriorated credit:		-		(1)		-		-		-		-		-		(1)
Sub-total:		196		(415)		(61)		1,069		30		(1,026)		(94)		(301)

Totals:
Originated Loans:		2,043		11,023		703		2,828		402		3		122		17,124
Acquired loans recorded at fair value:		351		-		-		-		59		-		-		410
Acquired loans with deteriorated credit:		43		13		-		-		-		-		-		56
Ending Balance, September 30, 2016	$	2,437	$	11,036	$	703	$	2,828	$	461	$	3	$	122	$	17,590

Loans Receivable:

Ending Balance Originated Loans:	$	138,681	$	1,010,989	$	67,747	$	55,176	$	31,788	$	817	$	-	$	1,305,198
Ending Balance Acquired loans recorded at fair value:		59,594		63,471		-		4,157		16,003		229		-		143,454
Ending Balance Acquired loans with deteriorated credit:		1,451		760		-		-		-		-		-		2,211
Total Gross Loans:	$	199,726	$	1,075,220	$	67,747	$	59,333	$	47,791	$	1,046	$	-	$	1,450,863

Ending Balance: Loans individually evaluated
for impairment:
Ending Balance Originated Loans:	$	10,645	$	14,302	$	-	$	4,347	$	1,251	$	-	$	-	$	30,545
Ending Balance Acquired loans recorded at fair value:		8,524		6,178		-		-		1,324		-		-		16,026
Ending Balance Acquired loans with deteriorated credit:		1,451		525		-		-		-		-		-		1,976
Ending Balance Loans individually evaluated
for impairment:	$	20,620	$	21,005	$	-	$	4,347	$	2,575	$	-	$	-	$	48,547

Ending Balance: Loans collectively evaluated
for impairment:
Ending Balance Originated Loans:	$	128,036	$	996,687	$	67,747	$	50,829	$	30,537	$	817	$	-	$	1,274,653
Ending Balance Acquired loans recorded at fair value:		51,070		57,293		-		4,157		14,679		229		-		127,428

Ending Balance Acquired loans with deteriorated credit:		-		235		-		-		-		-		-		235
Ending Balance Loans collectively evaluated
for impairment:	$	179,106	$	1,054,215	$	67,747	$	54,986	$	45,216	$	1,046	$	-	$	1,402,316
_____________________________
(1) Includes business lines of credit.
(2) Includes home equity lines of credit.

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

The following table sets forth the activity in the Company’s allowance for loans losses for the nine months ended September 30, 2016, and the related portion of the allowance for loan losses that is allocated to each loan class (in thousands):


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

Originated Loans:	$	2,107	$	11,643	$	722	$	1,749	$	369	$	879	$	168	$	17,637
Acquired loans recorded at fair value:		270		17		-		-		50		-		-		337
Acquired loans with deteriorated credit:		47		14		-		4		3		-		-		68
Beginning Balance, December 31, 2015		2,424		11,674		722		1,753		422		879		168		18,042

Charge-offs:
Originated Loans:		-		293		-		-		-		-		-	-	293
Acquired loans recorded at fair value:		221		-		-		3		3		-		-	-	227
Acquired loans with deteriorated credit:		-		-		-		-		-		-		-	-	-
Sub-total:		221		293		-		3		3		-		-		520

Recoveries:
Originated Loans:		-		-		-		-		-		-		-		-
Acquired loans recorded at fair value:		-		-		-		-		14		-		-		14
Acquired loans with deteriorated credit:		-		-		-		129		-		-		-		129
Sub-total:		-		-		-		129		14		-		-		143

Provisions:
Originated Loans:		(64)		(327)		(19)		1,079		33		(876)		(46)		(220)
Acquired loans recorded at fair value:		302		(17)		-		3		(2)		-		-		286
Acquired loans with deteriorated credit:		(4)		(1)		-		(133)		(3)		-		-		(141)
Sub-total:		234		(345)		(19)		949		28		(876)		(46)		(75)

Totals:
Originated Loans:		2,043		11,023		703		2,828		402		3		122		17,124
Acquired loans recorded at fair value:		351		-		-		-		59		-		-		410
Acquired loans with deteriorated credit:		43		13		-		-		-		-		-		56
Ending Balance, September 30, 2016	$	2,437	$	11,036	$	703	$	2,828	$	461	$	3	$	122	$	17,590

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

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

The table below sets forth the amounts and types of non-accrual loans in the Company’s loan portfolio as of September 30, 201 7 and December 31, 201 6 . Loans are placed on non-accrual status when they become more than 90 days delinquent, or when the collection of principal and/or interest become doubtful. As of September 30, 201 7 and December 31, 201 6 , total non-accrual loans differed from the amount of total loans past due greater than 90 days due to troubled debt restructuring of loans which are maintained on non-accrual status for a minimum of six months and until the borrower has demonstrated its ability to satisfy the terms of the restructured loan.



		As of September 30, 2017		As of December 31, 2016
		(In Thousands)		(In Thousands)
Non-Accruing Loans:

Originated loans:
Residential one-to-four family	$	3,698	$	3,693
Commercial and multi-family		6,994		5,437
Construction		-		-
Commercial business (1)		2,080		726
Home equity (2)		205		416
Consumer		-		6

Sub-total:	$	12,977	$	10,278

Acquired loans recorded at fair value:
Residential one-to-four family	$	126	$	3,429
Commercial and multi-family		590		1,182
Construction		-		-
Commercial business (1)		-		-
Home equity (2)		3,265		763
Consumer		-		-

Sub-total:	$	3,981	$	5,374

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	$	16,958	$	15,652

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table summarizes the average recorded investment and interest income recognized on impaired loans with no related allowance recorded b y portfolio class for the three and nine months ended September 30, 2017 and 2016 (In Thousands):




		Three Months Ended September 30,								Nine Months Ended September 30,
		2017		2017		2016		2016		2017		2017		2016		2016

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

Residential one-to-four family	$	2,761	$	10	$	4,931	$	24	$	3,121	$	30	$	4,431	$	72
Commercial and Multi-family		12,269		68		11,411		88		12,397		205		10,928		265
Construction		-		-		-		-		-		-		995		-
Commercial business (1)		664		-		1,800		37		528		-		1,897		112
Home equity (2)		879		10		924		7		875		29		995		22
Consumer		-		-		-		-		-		-		-		-

Sub-total:	$	16,573	$	88	$	19,066	$	156	$	16,921	$	264	$	19,246	$	471


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

Residential one-to-four family	$	4,360	$	35	$	4,771	$	35	$	4,970	$	105	$	5,119	$	104
Commercial and Multi-family		4,036		56		5,197		58		4,070		168		4,882		174
Construction		-		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-		-		-
Home equity (2)		462		-		571		2		533		10		595		6
Consumer		-		4		-		-		-		-		-		-

Sub-total	$	8,858	$	95	$	10,539	$	95	$	9,573	$	283	$	10,596	$	284

Acquired loans with deteriorated credit
With no related allowance recorded:

Residential one-to-four family	$	1,422	$	22	$	1,455	$	-	$	1,426	$	65	$	1,458	$	-
Commercial and Multi-family		517		7		527		7		518		20		528		21
Construction		-		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-		-		-
Home equity (2)		-		-		-		22		-		-		25		67
Consumer		-		-		-		-		-		-		-		-

Sub-total:	$	1,939	$	29	$	1,982	$	29	$	1,944	$	85	$	2,011	$	88

Total Impaired Loans
With no related allowance recorded:	$	27,370	$	212	$	31,587	$	280	$	28,438	$	632	$	31,853	$	843

__________

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

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

The following table summarizes the average recorded investment and interest income recognized on impaired loans with allowance recorded by portfolio class for the three and nine months ended September 30 , 201 7 and 201 6 . (In Thousands):




		Three Months Ended September 30,								Nine Months Ended September 30,
		2017		2017		2016		2016		2017		2017		2016		2016

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

Residential one-to-four family	$	5,887	$	46	$	5,570	$	64	$	6,075	$	137	$	5,587	$	191
Commercial and Multi-family		357		-		2,997		24		561		-		3,554		72
Construction		-		-		-		-		-		-		-		-
Commercial business (1)		3,196		20		2,273		26		3,411		61		2,186		78
Home equity (2)		196		2		265		4		242		5		257		12
Consumer		-		-		632		-		-		-		842		-

Sub-total:	$	9,636	$	68	$	11,737	$	118	$	10,289	$	203	$	12,426	$	353


Acquired loans recorded at fair value
with an allowance recorded:

Residential one-to-four family	$	3,350	$	21	$	3,867	$	22	$	2,842	$	64	$	3,782	$	66
Commercial and Multi-family		1,712		16		1,033		11		1,714		47		1,175		34
Construction		-		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-		-		-
Home equity (2)		96		2		730		5		99		5		725		13
Consumer		-		-		-		-		-		-		-		-

Sub-total	$	5,158	$	39	$	5,630	$	38	$	4,655	$	116	$	5,682	$	113

Acquired loans with deteriorated credit
with an allowance recorded:

Residential one-to-four family	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial and Multi-family		-		-		-		-		-		-		-		-
Construction		-		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-		54		-
Home equity (2)		-		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-		-

Sub-total:	$	-	$	-	$	-	$	-	$	-	$	-	$	54	$	-

Total Impaired Loans
with an allowance recorded:	$	14,794	$	107	$	17,367	$	156	$	14,944	$	319	$	18,162	$	466

__________

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

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

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

September 30 , 201 7 and December 31, 201 6 . (In Thousands):



		As of September 30, 2017						As of December 31, 2016
		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	$	2,082	$	2,242	$	-	$	5,158	$	5,341	$	-
Commercial and multi-family		12,462		13,148		-		10,498		10,722		-
Construction		-		-		-		6		6		-
Commercial business (1)		159		727		-		1,022		1,966		-
Home equity (2)		897		942		-		1,022		1,101		-
Consumer		-		-		-		-		-		-

Sub-total:	$	15,600	$	17,059	$	-	$	17,706	$	19,136	$	-

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

Residential one-to-four family	$	4,300	$	4,432	$	-	$	5,577	$	6,149	$	-
Commercial and Multi-family		3,956		3,956		-		5,575		5,710		-
Construction		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-
Home equity (2)		343		394		-		545		650		-
Consumer		-		-		-		-		-		-

Sub-total:	$	8,599	$	8,782	$	-	$	11,697	$	12,509	$	-

Acquired loans with deteriorated
credit with no related allowance
recorded:

Residential one-to-four family	$	1,419	$	2,041	$	-	$	1,443	$	2,069	$	-
Commercial and Multi-family		515		541		-		523		552		-
Construction		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-
Home equity (2)		-		-		-		-		-		-
Consumer		-		-		-		-		-		-

Sub-total:	$	1,934	$	2,582	$	-	$	1,966	$	2,621	$	-

Total Impaired Loans
with no related allowance recorded:	$	26,133	$	28,423	$	-	$	31,369	$	34,266	$	-

__________

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

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

The following table summarizes the recorded investment, unpaid principal balance, and the related allowance on impaired loans by portfolio class at September 30 , 201 7 and December 31, 201 6 . (In Thousands):



		As of September 30, 2017						As of December 31, 2016
		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	$	6,175	$	6,276	$	508	$	5,493	$	5,493	$	496
Commercial and Multi-family		7		7		7		1,827		1,866		380
Construction		-		-		-		-		-		-
Commercial business (1)		3,380		4,202		2,617		3,066		4,006		2,359
Home equity (2)		158		158		26		340		340		32
Consumer		-		-		-		-		-		-

Sub-total:	$	9,720	$	10,643	$	3,158	$	10,726	$	11,705	$	3,267

Acquired loans recorded at fair
value with an allowance
recorded:
										-
Residential one-to-four family	$	3,347	$	3,588	$	288	$	2,023	$	2,080	$	202
Commercial and Multi-family		1,706		1,759		194		781		781		37
Construction		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-
Home equity (2)		86		86		7		520		571		24
Consumer		-		-		-		-		-		-

Sub-total	$	5,139	$	5,433	$	489	$	3,324	$	3,432	$	263

Acquired loans with deteriorated
credit with an allowance
recorded:

Residential one-to-four family	$	-	$	-	$	-	$	-	$	-	$	-
Commercial and Multi-family		-		-		-		-		-		-
Construction		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-
Home equity (2)		-		-		-		-		-		-
Consumer		-		-		-		-		-		-

Sub-total:	$	-	$	-	$	-	$	-	$	-	$	-

Total Impaired Loans
with an allowance recorded:	$	14,859	$	16,076	$	3,647	$	14,050	$	15,137	$	3,530

Total Impaired Loans
with no related allowance recorded:	$	26,133	$	28,423	$	-	$	31,369	$	34,266	$	-

Total Impaired Loans:	$	40,992	$	44,499	$	3,647	$	45,419	$	49,403	$	3,530

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table presents the total troubled debt restructured (“TDR”) loans at September 30 , 201 7 , excluding the purchase impairment mark on the acquired loans with deteriorated credit. (Dollars In Thousands):



	Accrual			Non-accrual			Total
September 30, 2017	# of Loans		Amount	# of Loans		Amount	# of Loans		Amount
Originated loans:
Residential one-to-four family	4	$	1,113	3	$	2,239	7	$	3,352
Commercial and multi-family	8		4,865	8		5,493	16		10,358
Construction	-		-	-		-	-		-
Commercial business (1)	1		416	2		1,412	3		1,828
Home equity (2)	5		794	1		44	6		838
Consumer	-		-	-		-	-		-

Sub-total:	18	$	7,188	14	$	9,188	32	$	16,376

Acquired loans recorded at fair value:
Residential one-to-four family	19	$	4,203	7	$	2,079	26	$	6,282
Commercial and Multi-family	13		4,725	1		590	14		5,315
Construction	-		-	-		-	-		-
Commercial business (1)	-		-	-		-	-		-
Home equity (2)	2		263	-		-	2		263
Consumer	-		-	-		-	-		-

Sub-total:	34	$	9,191	8	$	2,669	42	$	11,860

Acquired loans with deteriorated credit:
Residential one-to-four family	5	$	2,041	-	$	-	5	$	2,041
Commercial and Multi-family	1		541	-		-	1		541
Construction	-		-	-		-	-		-
Commercial business (1)	-		-	-		-	-		-
Home equity (2)	-		-	-		-	-		-
Consumer	-		-	-		-	-		-

Sub-total:	6	$	2,582	-	$	-	6	$	2,582

Total	58	$	18,961	22	$	11,857	80	$	30,818

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table presents the total troubled debt restructured loans at December 31, 201 6 , excluding the purchase impairment mark on the acquired loans with deteriorated credit. (Dollars In Thousands):



	Accrual			Non-accrual			Total
December 31, 2016	# of Loans		Amount	# of Loans		Amount	# of Loans		Amount
Originated loans:
Residential one-to-four family	8	$	2,687	-	$	-	8	$	2,687
Commercial and multi-family	9		5,141	8		2,297	17		7,438
Construction	-		-	-		-	-		-
Commercial business (1)	2		1,868	1		345	3		2,213
Home equity (2)	5		817	1		46	6		863
Consumer	-		-	-		-	-		-

Sub-total:	24	$	10,513	10	$	2,688	34	$	13,201

Acquired loans recorded at fair value:
Residential one-to-four family	18	$	3,979	5	$	1,893	23	$	5,872
Commercial and Multi-family	13		4,807	1		583	14		5,390
Construction	-		-	-		-	-		-
Commercial business (1)	-		-	-		-	-		-
Home equity (2)	2		265	1		219	3		484
Consumer	-		-	-		-	-		-

Sub-total:	33	$	9,051	7	$	2,695	40	$	11,746

Acquired loans with deteriorated credit:
Residential one-to-four family	5	$	2,069	-	$	-	5	$	2,069
Commercial and Multi-family	1		552	-		-	1		552
Construction	-		-	-		-	-		-
Commercial business (1)	-		-	-		-	-		-
Home equity (2)	-		-	-		-	-		-
Consumer	-		-	-		-	-		-

Sub-total:	6	$	2,621	-	$	-	6	$	2,621

Total	63	$	22,185	17	$	5,383	80	$	27,568

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

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

The following table summarizes information with regards to troubled debt restructurings which occurred during the three months ended September 3 0 , 201 7 . (Dollars in Thousands):


Three Months Ended September 30, 2017			Pre-Modification Outstanding		Post-Modification Outstanding
	Number of Contracts		Recorded Investments		Recorded Investments

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

Sub-total:	-	$	-	$	-

Acquired loans recorded at fair value:
Residential one-to-four family	1	$	212	$	243
Commercial and Multi-family	-		-		-
Construction	-		-		-
Commercial business (1)	-		-		-
Home equity (2)	-		-		-
Consumer	-		-		-

Sub-total:	1	$	212	$	243

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

Sub-total:	-	$	-	$	-

Total	1	$	212	$	243

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

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

The following table summarizes information in regards to troubled debt restructurings for which there was a payment default within twelve months of restructuring during the three months ended September 30 , 2017. (Dollars in thousands)


Three Months Ended September 30, 2017
	Number of Contracts		Recorded Investment

Originated loans:
Residential one-to-four family	1	$	299
Commercial and multi-family	2		772
Construction	-		-
Commercial business (1)	-		-
Home equity (2)	-		-
Consumer	-		-

Sub-total:	3	$	1,071

Acquired loans recorded at fair value:
Residential one-to-four family	1	$	103
Commercial and Multi-family	-		-
Construction	-		-
Commercial business (1)	-		-
Home equity (2)	-		-
Consumer	-		-

Sub-total:	1	$	103

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

Sub-total:	0	$	0

Total	4	$	1,174

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table summarizes information with regards to troubled debt restructurings which occurred during the nine months ended September 3 0 , 201 7 (dollars in thousands):



Nine Months Ended September 30, 2017				Pre-Modification Outstanding		Post-Modification Outstanding
		Number of Contracts		Recorded Investments		Recorded Investments

Originated loans:
Residential one-to-four family	$	2	$	1,445	$	1,556
Commercial and multi-family		3		4,441		4,608
Construction		-		-		-
Commercial business (1)		-		-		-
Home equity (2)		-		-		-
Consumer		-		-		-

Sub-total:	$	5	$	5,886	$	6,164

Acquired loans recorded at fair value:
Residential one-to-four family	$	5	$	1,052	$	1,266
Commercial and Multi-family		-		-		-
Construction		-		-		-
Commercial business (1)		-		-		-
Home equity (2)		-		-		-
Consumer		-		-		-

Sub-total:	$	5	$	1,052	$	1,266

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	$	10	$	6,938	$	7,430

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table summarizes information in regard to troubled debt restructurings for which there was a payment default within twelve months of restructuring during the nine months ended September 30, 2017 . (Dollars in Thousands)


Nine Months Ended September 30, 2017
	Number of Contracts		Recorded Investment

Originated loans:
	1	$	299
Commercial and multi-family	2		772
Construction	-		-
Commercial business (1)	-		-
Home equity (2)	-		-
Consumer	-		-

Sub-total:	3	$	1,071

Acquired loans recorded at fair value:
Residential one-to-four family	1	$	103
Commercial and Multi-family	-		-
Construction	-		-
Commercial business (1)	-		-
Home equity (2)	-		-
Consumer	-		-

Sub-total:	1	$	103

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	4	$	1,174

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table summarizes information with regards to troubled debt restructurings which occurred during the three months ended September 30, 2016. (Dollars in thousands):


Three Months Ended September 30, 2016			Pre-Modification Outstanding		Post-Modification Outstanding
	Number of Contracts		Recorded Investments		Recorded Investments

Originated loans:
Residential one-to-four family	-	$	-	$	-
Commercial and multi-family	2		537		640
Construction	-		-		-
Commercial business (1)	1		-		1,137
Home equity (2)	1		155		162
Consumer	-		-		-

Sub-total:	4	$	692	$	1939

Acquired loans recorded at fair value:
Residential one-to-four family	1	$	278	$	320
Commercial and Multi-family	-		-		-
Construction	-		-		-
Commercial business (1)	-		-		-
Home equity (2)	-		-		-
Consumer	-		-		-

Sub-total:	1	$	278	$	320

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	$	970	$	2,259

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


Three Months Ended September 30, 2016
	Number of Contracts		Recorded Investment

Originated loans:
Residential one-to-four family	-	$	-
Commercial and multi-family	-		-
Construction	-		-
Commercial business (1)	1		226
Home equity (2)	-		-
Consumer	-		-

Sub-total:	1	$	226

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	1	$	226

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table summarizes information with regards to troubled debt restructurings which occurred during the nine months ended September 30, 2016. (Dollars in thousands):


Nine Months Ended September 30, 2016				Pre-Modification Outstanding		Post-Modification Outstanding
		Number of Contracts		Recorded Investments		Recorded Investments

Originated loans:
Residential one-to-four family	$	1	$	71	$	71
Commercial and multi-family		2		536		640
Construction		-		-		-
Commercial business (1)		1		-		1,137
Home equity (2)		1		155		162
Consumer		-		-		-

Sub-total:	$	5	$	762	$	2010

Acquired loans recorded at fair value:
Residential one-to-four family	$	1	$	278	$	320
Commercial and Multi-family		-		-		-
Construction		-		-		-
Commercial business (1)		-		-		-
Home equity (2)		1		223		223
Consumer		-		-		-

Sub-total:	$	2	$	501	$	543

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	$	7	$	1,263	$	2,553

There were no troubled debt restructurings for which there was a payment default within twelve months of restructuring during the nine months ended September 30, 2016.

Note 6 - Loans Receivable and Allow ance for Loan Losses (Continued

The following table sets forth the delinquency status of total loans receivable as of September 3 0 , 201 7 . (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	$	1,212	$	1,425	$	2,272	$	4,909	$	173,624	$	178,533	$	-
Commercial and multi-family		16,542		830		127		17,499		1,164,599		1,182,098		-
Construction		-		-		-		-		60,699		60,699		-
Commercial business (1)		625		-		1,658		2,283		61,422		63,705		-
Home equity (2)		325		-		44		369		37,928		38,297		-
Consumer		-		-		-		-		1,239		1,239		-

Sub-total:	$	18,704	$	2,255	$	4,101	$	25,060	$	1,499,511	$	1,524,571	$	-

Acquired loans recorded at fair value:
Residential one-to-four family	$	391	$	-	$	1,790	$	2,181	$	48,421		50,602	$	233
Commercial and multi-family		2,204		-		1,291		3,495		46,051		49,546		701
Construction		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		3,355		3,355		-
Home equity (2)		233		89		133		455		8,761		9,216		-
Consumer		-		-		-		-		156		156		-

Sub-total:	$	2,828	$	89	$	3,214	$	6,131	$	106,744	$	112,875	$	934

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-	$	-	$	-	$	1,419		1,419	$	-
Commercial and multi-family		-		-		-		-		737		737		-
Construction		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-		-
Home equity (2)		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-

Sub-total:	$	-	$	-	$	-	$	-	$	2,156	$	2,156	$	-

Total	$	21,532	$	2,344	$	7,315	$	31,191	$	1,608,411	$	1,639,602	$	934

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table sets forth the delinquency status of total loans receivable at December 31, 201 6 . (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	$	2,873	$	963	$	1,889	$	5,725	$	136,356	$	142,081	$	-
Commercial and multi-family		10,472		989		5,182		16,643		1,040,163		1,056,806		2,828
Construction		348		-		-		348		70,519		70,867		-
Commercial business (1)		491		69		315		875		62,569		63,444		-
Home equity (2)		78		218		-		296		32,121		32,417		-
Consumer		-		-		6		6		1,263		1,269		-

Sub-total:	$	14,262	$	2,239	$	7,392	$	23,893	$	1,342,991	$	1,366,884	$	2,828

Acquired loans recorded at fair value:
Residential one-to-four family	$	498	$	515	$	3,138	$	4,151	$	52,159		56,310	$	-
Commercial and multi-family		1,958		221		737		2,916		57,506		60,422		-
Construction		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		4,460		4,460		-
Home equity (2)		309		132		280		721		13,156		13,877		-
Consumer		-		-		-		-		225		225		-

Sub-total:	$	2,765	$	868	$	4,155	$	7,788	$	127,506	$	135,294	$	-

Acquired loans with deteriorated credit:
Residential one-to-four family	$	-	$	-	$	-	$	-	$	1,443	$	1,443	$	-
Commercial and multi-family		-		-		-		-		753		753		-
Construction		-		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-		-
Home equity (2)		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-

Sub-total:	$	-	$	-	$	-	$	-	$	2,196	$	2,196	$	-

Total	$	17,027	$	3,107	$	11,547	$	31,681	$	1,472,693	$	1,504,374	$	2,828

__________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the Company’s internal risk rating system as of September 3 0 , 201 7 . (In Thousands):



	Pass		Special Mention		Substandard		Doubtful		Loss		Total

Originated loans:
Residential one-to-four family	$	170,010	$	4,825	$	3,698	$	-	$	-	$	178,533
Commercial and multi-family		1,167,586		3,332		11,109		-		71		1,182,098
Construction		60,232		467		-		-		-		60,699
Commercial business (1)		58,440		1,728		3,495		-		42		63,705
Home equity (2)		36,998		910		389		-		-		38,297
Consumer		1,232		7		-		-		-		1,239

Sub-total:	$	1,494,498	$	11,269	$	18,691	$	-	$	113	$	1,524,571

Acquired loans recorded at fair value:
Residential one-to-four family	$	46,246	$	611	$	3,745	$	-	$	-		50,602
Commercial and multi-family		45,626		669		3,251		-		-		49,546
Construction		-		-		-		-		-		-
Commercial business (1)		3,355		-		-		-		-		3,355
Home equity (2)		9,050		-		159		-		7		9,216
Consumer		156		-		-		-		-		156

Sub-total:	$	104,433	$	1,280	$	7,155	$	-	$	7	$	112,875

Residential one-to-four family	$	150	$	572	$	697	$	-	$	-		1,419
Commercial and multi-family		222		515		-		-		-		737
Construction		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-
Home equity (2)		-		-		-		-		-		-
Consumer		-		-		-		-		-		-

Sub-total:	$	372	$	1,087	$	697	$	-	$	-	$	2,156

Total Gross Loans	$	1,599,303	$	13,636	$	26,543	$	-	$	120	$	1,639,602

_________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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



	Pass		Special Mention		Substandard		Doubtful		Loss		Total

Originated loans:
Residential one-to-four family	$	131,807	$	6,393	$	3,881	$	-	$	-	$	142,081
Commercial and multi-family		1,039,519		6,263		10,811		-		213		1,056,806
Construction		70,391		476		-		-		-		70,867
Commercial business (1)		57,567		1,789		4,000		-		88		63,444
Home equity (2)		31,052		816		549		-		-		32,417
Consumer		1,249		14		6		-		-		1,269

Sub-total:	$	1,331,585	$	15,751	$	19,247	$	-	$	301	$	1,366,884

Acquired loans recorded at fair value:
Residential one-to-four family	$	51,628	$	626	$	4,056	$	-	$	-		56,310
Commercial and multi-family		55,216		1,311		3,895		-		-		60,422
Construction		-		-		-		-		-		-
Commercial business (1)		4,460		-		-		-		-		4,460
Home equity (2)		12,652		424		782		-		19		13,877
Consumer		225		-		-		-		-		225

Sub-total:	$	124,181	$	2,361	$	8,733	$	-	$	19	$	135,294

Acquired loans with deteriorated credit:
Residential one-to-four family	$	147	$	272	$	1,024	$	-	$	-		1,443
Commercial and multi-family		230		523		-		-		-		753
Construction		-		-		-		-		-		-
Commercial business (1)		-		-		-		-		-		-
Home equity (2)		-		-		-		-		-		-
Consumer		-		-		-		-		-		-

Sub-total:	$	377	$	795	$	1,024	$	-	$	-	$	2,196

Total Gross Loans	$	1,456,143	$	18,907	$	29,004	$	-	$	320	$	1,504,374

________

(1) Includes business lines of credit.

(2) Includes home equity lines of credit.

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

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



	September 30,		December 31,
	2017		2016

Unpaid principal balance	$	117,345	$	140,049
Recorded investment		115,031		137,045

The following table presents changes in the accretable discount on l oans acquired for the three and nine months ended September 30 , 201 7 and 201 6 . (In Thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016

Balance, Beginning of Period	$	32,720	$	46,332	$	39,119	$	53,612
Accretion		(2,512)		(3,926)		(9,071)		(11,528)
Net Reclassification from Non-Accretable Difference		84		80		244		402
Balance, End of Period	$	30,292	$	42,486	$	30,292	$	42,486

The following table presents changes in the non-accretable yield on l oans acquired for the three and nine months ended September 30 , 201 7 and 201 6 . (In Thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016

Balance, Beginning of Period	$	2,398	$	2,719	$	2,558	$	3,041
Loans Sold		-		-		-		-
Net Reclassification to Accretable Difference		(84)		(80)		(244)		(402)
Balance, End of Period	$	2,314	$	2,639	$	2,314	$	2,639

Note 7 – Fair Values of Financial Instruments

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

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

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

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

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

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



			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
As of September 30, 2017:
Securities available for sale - Residential mortgage-backed securities, Municipal obligations and Preferred Stock	$	100,077	$	-	$	100,077	$	-

As of December 31, 2016:
Securities available for sale — Residential mortgage-backed securities, Municipal obligations and Preferred Stock	$	94,765	$	-	$	94,765	$	-

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 nine months ended September 30 , 201 7 and 201 6 .

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



			(Level 1)		(Level 2)
			Quoted Prices in		Significant		(Level 3)
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
Description	Total		Assets		Inputs		Inputs
As of September 30, 2017
Impaired Loans	$	11,212	$	-	$	-	$	11,212
Other real estate owned	$	1,410	$	-	$	-	$	1,410

As of December 31, 2016:
Impaired Loans	$	10,519	$	-	$	-	$	10,519
Other real estate owned	$	3,525	$	-	$	-	$	3,525

Note 7 – Fair Values of Financial Instruments (Continued)

The following tables present additional quantitative information as of September 30 , 201 7 and December 31, 201 6 about assets measured at fair value on a nonrecurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value. (Dollars in thousands):


Quantitative Information about Level 3 Fair Value Measurements
		Fair Value	Valuation	Unobservable	Range
		Estimate	Techniques	Input
September 30, 2017:
Impaired Loans	$	11,212	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%

Other real estate owned	$	1,410	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%


		Fair Value	Valuation	Unobservable	Range
		Estimate	Techniques	Input
December 31, 2016:
Impaired Loans	$	10,519	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%

Other real estate owned	$	3,525	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-10%
				Liquidation expenses (3)	0%-10%

(1)

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

(2)

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

(3)

Includes qualitative adjustments by management and estimated liquidation expenses.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments as of September 30, 201 7 and December 31, 201 6 .

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

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

Securities

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

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

The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for specific attributes of that loan. Loans held for sale are carried at their cost as of September 30, 201 7 and December 31, 201 6 .

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.

N ote 7 – Fair Values of Financial Instruments (Continued)

Impaired Loans (Generally Carried at Fair Value)

A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, at the loans observable market price or the fair value of the collateral if the loan is collateral dependent. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value at September 30 , 201 7 and December 31, 201 6 consisted of the loan balances of $ 1 4 . 86 million and $1 4 . 05 million, net of a valuation allowance of $3. 65 million and $3. 53 million, respectively.

Real Estate Owned (Generally Carried at Fair Value)

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

FHLB of New York Stock (Carried at Cost)

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

Interest Receivable and Payable (Carried at Cost)

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

Deposits (Carried at Cost)

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

Long-Term Debt (Carried at Cost)

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

Off-Balance Sheet Financial Instruments

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

Note 7 – Fair Values of Financial Instruments (Continued)

The carrying values and estimated fair values of financial instruments were as follows as of September 30 , 201 7 and December 31, 201 6 :


		As of September 30, 2017

					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	$	97,618	$	97,618	$	97,618	$	-	$	-
Interest-earning time deposits		980		980		980		-		-
Securities available for sale		100,077		100,077		-		100,077		-
Loans held for sale		2,484		2,505		-		2,505		-
Loans receivable, net		1,619,245		1,629,647		-		-		1,629,647
FHLB of New York stock, at cost		8,096		8,096		-		8,096		-
Accrued interest receivable		5,808		5,808		-		5,808		-

Financial liabilities:
Deposits		1,546,148		1,549,372		897,870		651,502		-
Borrowings		138,000		137,357		-		137,357		-
Subordinated debentures		4,124		4,105		-		4,105		-
Accrued interest payable		616		616		-		616		-


		As of December 31, 2016

					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	$	65,038	$	65,038	$	65,038	$	-	$	-
Interest-earning time deposits		980		980		980		-		-
Securities available for sale		94,765		94,765		-		94,765		-
Loans held for sale		4,153		4,273		-		4,273		-
Loans receivable, net		1,485,159		1,515,088		-		-		1,515,088
FHLB of New York stock, at cost		9,306		9,306		-		9,306		-
Accrued interest receivable		5,573		5,573		-		5,573		-

Financial liabilities:
Deposits		1,392,205		1,384,578		834,665		549,913		-
Borrowings		175,000		176,109		-		176,109		-
Subordinated debentures		4,124		4,150		-		4,150		-
Accrued interest payable		825		825		-		825		-

Note 8 – Definitive Merger Agreement

On June 7, 2017, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with IA Bancorp, Inc. ("IAB"), providing for, among other things, the merger of IAB with and into the Company (the "Merger"), with the Company as the surviving entity. The Agreement also provides for the merger of Indus-American Bank, a New Jersey chartered bank and wholly owned subsidiary of IAB, with and into the Ban k, with the Bank as the surviving entity. The Agreement has been unanimously approved by the boards of directors of each of the Company and IAB.

Subject to the terms and conditions of the Agreement, at the effective time of the Merger (the "Effective Time"), IAB shareholders will have the right to receive, for each share of IAB common stock, either (i) 0.189 of a share of the Company’s common stock, or (ii) $3.05 in cash, at the election of such holder, subject to adjustment if IAB's tangible common equity falls below a certain level. All such elections are subject to adjustment on a pro rata basis, so that approximately 20% of the aggregate consideration paid to IAB shareholders will be cash and approximately 80% will be the Company’s common stock. In addition, the Company is issuing two series of preferred stock in exchange for two outstanding series of IAB preferred stock. The two series of the Company’s preferred stock will have terms substantially similar to the terms of the two series of IAB preferred stock.

At the Effective Time, each option granted by IAB to purchase shares of IAB common stock under IAB's equity plan that is unexpired, unexercised and outstanding, whether vested or unvested, will be canceled and converted into the right to receive a cash payment equal to the difference, if positive, between $3.05 and the exercise price of the option.

The Agreement contains certain termination rights for both the Company and IAB and further provides that a termination fee of $800,000 will be payable by IAB to the Company upon termination of the Agreement under certain specified circumstances . Subject to regulatory and shareholder approval, the Company anticipate s the Merger to close in the fourth quarter of 2017 or the first quarter of 2018.

Note 9 – Common Stock Offering

On September 12 , 2017, the Company issued and sold in a public offering an aggregate 3,265,306 shares of our common stock at a public offering price of $12.25 per share. The Shares were registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-219617) which became effective on August 10, 2017. On September 19, 2017 the Company’s underwriters exercised, in part, their over-allotment option and purchased an additional 449,796 shares of common stock. The net proceeds totaled approximately $42.8 million, after deducting underwriting discounts and commissions and other offering expenses of $2.8 million payable by us.

Keefe, Bruyette & Woods, A Stifel Company, and D.A. Davidson & Co. served as joint book-running managers for the offering. Oppenheimer & Co. acted as co-manager for the offering. None of the underwriting discounts and commissions or other offering expenses were incurred or paid to our directors or officers or their associates or to persons owning 10% or more of our common stock or to any of our affiliates.

ITEM 2.

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

Forward-Looking Statements

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

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

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

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

· increase in unemployment levels and slowdowns in economic growth;

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

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

· the credit risk associated with our loan portfolio;

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

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

· deposit flows;

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

· monetary and fiscal policies of the federal government;

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

· inflation;

· demands for our loan products;

· demand for financial services;

· competition;

· changes in the securities or secondary mortgage markets;

· changes in management’s business strategies;

· our ability to enter new markets successfully;

· Any potential delay in completing the merger;

· our ability to successfully integrate acquired businesses;

· changes in consumer spending;

· our ability to retain key employees;

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

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

affect operating results; and

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

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

Overview

BCB Bancorp, Inc. is a New Jersey corporation, and is the holding company parent of BCB Community Bank, or the Bank. The Company has not engaged in any significant business activity other than owning all of the outstanding common stock of BCB Community Bank. Our executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002. At September 30 , 201 7 we had approximately $1. 8 72 billion in consolidated assets, $1. 546 billion in deposits and $ 1 77 . 6 million in consolidated stockholders’ equity.

BCB Community Bank opened for business on November 1, 2000 as Bayonne Community Bank, a New Jersey chartered commercial bank. The Bank changed its name from Bayonne Community Bank to BCB Community Bank in April 2007. At September 30, 201 7 the Bank operated through twenty -two branches in Bayonne, Carteret, Colonia, Edison, Jersey City, Hoboken, Fairfield, Holmdel, Lodi, Lyndhurst, Monroe Township, Rutherford, South Orange, Union, and Woodbridge, New Jersey, as well as two branches in Staten Island, NY, and through executive offices located at 104-110 Avenue C and an administrative office located at 591-595 Avenue C, Bayonne, New Jersey 07002. The Bank’s deposit accounts are insured by the FDIC, and the Bank is a member of the Federal Home Loan Bank System.

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

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

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

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

F or description s of the merger rece ntly entered into by the Company and the stock offering recently completed by the Company , see Note s 8 and 9 to the Company’s unaudited financial statements.

Critical Accounting Policies

The preparation of the Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets, liabilities, revenue and expenses. We regularly evaluate these estimates and assumptions including those used to determine the allowance for loan losses , deferred taxes, fair value measurements, goodwill and other intangible assets. We base our estimates on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances. These form the basis for making judgments on the carrying value of assets and liabilities that are not readi ly apparent from other sources. Although our current estimates contemplate current economic conditions and how we expect them to change in the future, for the remainder of 201 7 , it is reasonably possible that actual conditions may be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Actual results may differ from these estimates under different assumptions or conditions.

See further discussion of these critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 201 6 and Note 1, Basis of Presentation, to the unaudited Consolidated Financial Statements. There has been no change in critical accounting policies since the Company’s last reported Form 10-K.

Financial Condition

Total assets increased by $163.5 million, or 9.6 percent, to $1.872 billion at September 30, 2017 from $1.708 billion at December 31, 2016. The increase in total assets occurred primarily as a result of an increase in loans receivable of $134.1 million, an increase in cash and cash equivalents of $32.6 million, and an increase in securities available for sale of $5.3 million. Management is concentrating on maintaining adequate liquidity in anticipation of funding loans in the loan pipeline as well as seeking opportunities to purchase securities in the secondary market that provide competitive returns in a risk-mitigated environment. It is our intention to grow our assets at a measured pace consistent with our capital levels and as business opportunities permit.

Loans receivable increased by $134.1 million, or 9.0 percent, to $1.619 billion at September 30, 2017 from $1.485 billion at December 31, 2016, and is consistent with the Company’s growth strategy for 2017. The increase resulted primarily from increases of $114.4 million in commercial real estate and multi-family loans, $30.7 million in residential one-to-four family loans, and $1.2 million in home equity loans, partly offset by decreases in construction loans of $10.2 million, commercial business loans of $844,000, and consumer loans of $99,000. As of September 30, 2017, the allowance for loan losses was $18.4 million or 108.8 percent, of non-performing loans and 1.12 percent of gross loans.

Total cash and cash equivalents increased by $32.6 million, or 50.1 percent, to $97.6 million at September 30, 2017 from $65.0 million at December 31, 2016 primarily due to the Company’s capital raise in the third quarter and the Company’s strategy to increase our deposit base including the success of our 17-month promotional CD product in the first quarter of 2017.

Securities available for sale increased by $5.3 million, or 5.6 percent, to $100.1 million at September 30, 2017 from $94.8 million at December 31, 2016, as the Company deployed excess cash to improve returns on interest- earning assets and liquidity.

Deposit liabilities increased by $153.9 million, or 11.1 percent, to $1.546 billion at September 30, 2017 from $1.392 billion at December 31, 2016. The increase resulted primarily from increases of $102.9 million in certificates of deposit, $19.9 million in NOW deposit accounts, $10.7 million in non-interest bearing deposit accounts, $17.1 million in money market checking accounts and $1.2 million in savings and club accounts. In addition to organic deposit growth resulting from the opening of seven

additional branches in 2016, the Company has also added listing service certificates of deposit and brokered certificates of deposit to fund loan growth, which totaled $3 5 .9 million and $42.1 million, respectively, at September 30, 2017.

Long-term debt decreased by $17.0 million, or 11.0 percent, to $138.0 million at September 30, 2017 from $155.0 million at December 31, 2016, the net result of scheduled maturities of FHLB advances and the issuance of new FHLB advances. The purpose of these borrowings reflected the use of long-term Federal Home Loan Bank advances to augment deposits as the Company’s funding source for originating loans and investing in investment securities. Short-term debt borrowings of $20.0 million at December 31, 2016 were repaid in 2017. The weighted average interest rate of borrowings was 1.71 percent at September 30, 2017.

Stockholders’ equity increased by $46.5 million, or 35.5 percent, to $177.6 million at September 30, 2017 from $131.1 million at December 31, 2016. The increase in stockholders’ equity was primarily attributable to proceeds received from the issuance of $42.8 million of common stock, proceeds received from the issuance of $9.5 million of series D 4.5 percent non-cumulative perpetual preferred stock, as well as an increase in retained earnings of $3.5 million for the nine months ended September 30, 2017, partly offset by the redemption of $11.7 million of series A and B 6 percent noncumulative perpetual preferred stock that occurred in the first quarter of 2017. The Company accrued a dividend payable for the third quarter on our outstanding preferred stock of $166,000 which will be paid in the fourth quarter.

Net Interest Income Analysis

Net interest income represents the difference between income earned on our interest-earning assets and the expense incurred on our interest-bearing liabilities, and is analyzed and monitored by the Company on a regular basis. The following tables set forth average balance sheets, yields, and costs. The yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or expense.


		Three Months Ended September 30,
		2017					2016
		Average Balance		Interest Earned/Paid	Average Yield/Rate		Average Balance		Interest Earned/Paid	Average Yield/Rate
		(Dollars in thousands)
Interest-earning assets:
Loans Receivable	$	1,610,388	$	18,399	4.57%	$	1,443,121	$	17,191	4.76%
Investment Securities		95,834		694	2.90%		27,454		167	2.42%
Interest-earning deposits		72,668		313	1.72%		216,926		373	0.69%
Total Interest-earning assets		1,778,890		19,406	4.36%		1,687,501		17,731	4.20%
Non-interest-earning assets		49,868					45,451
Total assets	$	1,828,758				$	1,732,952
Interest-bearing liabilities:
Interest-bearing demand accounts	$	303,737	$	402	0.53%	$	301,709	$	427	0.57%
Money market accounts		138,088		298	0.86%		91,579		158	0.69%
Savings accounts		264,841		100	0.15%		257,069		99	0.15%
Certificates of Deposit		625,951		2,284	1.46%		593,145		2,077	1.40%
Total interest-bearing deposits		1,332,617		3,084	0.93%		1,243,502		2,761	0.89%
Borrowed funds		151,706		748	1.97%		184,504		1,373	2.98%
Total interest-bearing liabilities		1,484,323		3,832	1.03%		1,428,006		4,134	1.16%
Non-interest-bearing liabilities		204,156					173,400
Total liabilities		1,688,479					1,601,406
Stockholders' equity		140,279					131,546
Total liabilities and stockholders' equity	$	1,828,758				$	1,732,952
Net interest income			$	15,574				$	13,597
Net interest rate spread (1)					3.33%					3.04%
Net interest margin (2)					3.50%					3.22%

(1)

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

(2)

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

		Nine Months Ended September 30,
		2017					2016
		Average Balance		Interest Earned/Paid	Average Yield/Rate		Average Balance		Interest Earned/Paid	Average Yield/Rate
		(Dollars in thousands)
Interest-earning assets:
Loans Receivable	$	1,570,033	$	53,967	4.58%	$	1,443,500	$	51,947	4.80%
Investment Securities		92,791		2,089	3.00%		15,797		291	2.46%
Interest-earning deposits		79,171		874	1.47%		202,629		1,005	0.66%
Total Interest-earning assets		1,741,995		56,930	4.36%		1,661,926		53,243	4.27%
Non-interest-earning assets		55,605					44,893
Total assets	$	1,797,601				$	1,706,819
Interest-bearing liabilities:
Interest-bearing demand accounts	$	302,615	$	1,235	0.54%	$	274,974	$	1,108	0.54%
Money market accounts		132,342		815	0.82%		68,127		309	0.60%
Savings accounts		264,963		299	0.15%		254,488		281	0.15%
Certificates of Deposit		608,608		6,437	1.41%		610,073		6,237	1.36%
Total interest-bearing deposits		1,308,528		8,786	0.90%		1,207,662		7,935	0.88%
Borrowed funds		159,676		2,902	2.42%		201,040		4,650	3.08%
Total interest-bearing liabilities		1,468,204		11,688	1.06%		1,408,702		12,585	1.19%
Non-interest-bearing liabilities		196,404					165,817
Total liabilities		1,664,608					1,574,519
Stockholders' equity		132,993					132,300
Total liabilities and stockholders' equity	$	1,797,601				$	1,706,819
Net interest income			$	45,242				$	40,658
Net interest rate spread (1)					3.30%					3.08%
Net interest margin (2)					3.46%					3.26%

(1)

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

(2)

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

Results of Operations comparison for the Three Months Ended September 30, 2017 and 2016

Net income increased $1.3 million, or 68.1 percent, to $3.2 million for the three months ended September 30, 2017, compared with $1.9 million for the three months ended September 30, 2016. The increase in net income was primarily related to an increase in total interest income, a decrease in total interest expense, an increase in total non-interest income, and a decrease in total non-interest expense, partly offset by a higher provision for loan losses and a higher income tax provision for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016.

Net interest income increased by $2.0 million, or 14.5 percent, to $15.6 million for the three months ended September 30, 2017 from $13.6 million for the three months ended September 30, 2016. The increase in net interest income resulted primarily from an increase in the average balance on total interest earning assets of $91.4 million, or 5.4 percent, to $1.779 billion for the three months ended September 30, 2017 from $1.687 billion for the three months ended September 30, 2016, as well as an increase in the average yield on total interest earning assets of 16 basis points, or 3.8 percent, to 4.36 percent for the three months ended September 30, 2017 from 4.20 percent for the three months ended September 30, 2016.

Interest income on loans receivable increased by $1.2 million or 7.0 percent, to $18.4 million for the three months ended September 30, 2017 from $17.2 million for the three months ended September 30, 2016. The increase was primarily attributable to an increase in the average balance of loans receivable of $167.3 million, or 11.6 percent, to $1.610 billion for the three months ended September 30, 2017 from $1.443 billion for the three months ended September 30, 2016, partly offset by a decrease in the average yield on loans receivable of 19 basis points, or 4.09 percent, to 4.57 percent for the three months ended September 30, 2017 from 4.76 percent for the three months ended September 30, 2016. The increase in the average balance of loans receivable was in accordance with the Company’s growth strategy, which included growing the Bank’s geographic footprint vis-à-vis our organic branching strategy and the hiring of seasoned loan and business development officers. The decrease in average yield on loans reflected the competitive price environment prevalent in the Company’s primary market area on loan facilities, as well as the repricing downward of certain variable rate loans.

Interest income on equity and debt securities increased by $527,000 to $694,000 for the three months ended September 30, 2017 from $167,000 for the three months ended September 30, 2016. The increase was primarily attributable to an increase in the average balance of investment securities of $68.4 million, or 249.1 percent, to $95.8 million for the three months ended September 30, 2017 from $27.4 million for the three months ended September 30, 2016, and an increase in the average yield on investment securities of 48 basis points, or 19.8 percent, to 2.90 percent, for the three months ended September 30, 2017 from 2.42 percent for the three months ended September 30, 2016. The increase in the average balance and average yield of equity and debt securities resulted from de ploying excess cash to improve returns on interest earning assets and liquidity.

Interest income on other interest-earning assets decreased by $60,000, or 16.1 percent, to $313,000 for the three months ended September 30, 2017 from $373,000 for the three months ended September 30, 2016. The decrease was primarily attributable to a decrease in the average balance of other interest-earning assets of $144.3 million, or 66.5 percent, to $72.7 million for the three months ended September 30, 2017 from $217.0 million for the three months ended September 30, 2016 partly offset by as an increase in the average yield of other interest-earning deposits of 103 basis points, or 149.8 percent, to 1.72 percent for the three months ended September 30, 2017 from 0.69 percent for the three months ended September, 30, 2016. The decrease in the average balance of other interest-earning assets related to a decrease in cash as funds were deployed for repayment of Federal Home Loan Bank (“FHLB”) borrowings, purchases of investment securities and to fund loan growth, while the increase in the average yield primarily resulted from increases in the Fed Funds rate.

Total interest expense decreased by $302,000, or 7.3 percent, to $3.8 million for the three months ended September 30, 2017 from $4.1 million for the three months ended September 30, 2016. Despite an increase in the average balance of interest-bearing liabilities of $56.3 million, or 3.9 percent, to $1.484 billion for the three months ended September 30, 2017 from $1.428 billion for the three months ended September 30, 2016, the average cost of funds decreased 13 basis points, or 10.8 percent, to 1.03 percent for the three months ended September 30, 2017 from 1.16 percent for the three months ended September 30, 2016. Interest expense decreased due to a decrease in the average balance of average cost of borrowings. The average balance of total deposit liabilities increased by $89.1 million, or 7.2 percent, to $1.333 billion for the three months ended September 30, 2017 from $1.244 billion for the three months ended September 30, 2016, and the average cost of deposits increased by 4 basis points, or 4.2 percent, to 0.93 percent for the three months ended September 30, 2017 from 0.89 percent for the three months ended September 30, 2016. The average balance of borrowings decreased by $32.8 million, or 17.8 percent, to $151.7 million for the three months ended September 30, 2017 from $184.5 million for the three months ended September 30, 2016, and the average cost of borrowings decreased 101 basis points, or 33.7 percent, to 1.97 percent, for the three months ended September 30, 2017 from 2.98 percent for the three months ended September 30, 2016. The net decrease in borrowings was primarily the result of scheduled repayments of high-cost Federal Home Loan Bank advances.

Net interest margin was 3.50 percent for the three-month period ended September 30, 2017 and 3.22 percent for the three-month period ended September 30, 2016. The improvement in the net interest margin was primarily the result of the repayment of higher cost FHLB borrowings in 2017, partly offset by competitive pressures in attracting new loans and deposits, as evidenced by a decline in the average yield on loans and a slight increase in the average cost of deposit liabilities.

The provision for loan losses increased by $812,000 to $511,000 for the three months ended September 30, 2017 from ($301,000) for the three months ended September 30, 2016. The negative provision for loan losses in the prior period reflects the excess specific provisions previously accrued on certain loans that were settled in that period. The provision for loan losses is established based upon management’s review of the Company’s loans and consideration of a variety of factors, including but not limited to: (1) the risk characteristics of the loan portfolio; (2) current economic conditions; (3) actual losses previously experienced; (4) the dynamic activity and fluctuating balance of loans receivable; and (5) the existing level of reserves for loan losses that are probable and estimable. During the three months ended September 30, 2017, the Company experienced $26,000 in net charge-offs compared to $447,000 in net charge-offs for the three months ended September 30, 2016. The Bank had non-performing loans totaling $17.0 million, or 1.03 percent, of gross loans at September 30, 2017 and $15.7 million, or 1.04 percent, of gross loans at December 31, 2016. The allowance for loan losses was $18.4 million, or 1.12 percent, of gross loans at September 30, 2017, $17.2 million, or 1.14 percent, of gross loans at December 31, 2016 and $17.6 million, or 1.21 percent, of gross loans at September 30, 2016. 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 September 30, 2017 and December 31, 2016.

Total non-interest income increased by $103,000, or 6.7 percent, to $1.6 million for the three months ended September 30, 2017 from $1.5 million for the three months ended September 30, 2016. The increase was primarily attributable to gains on sales on other real estate owned properties of $222,000 for the three months ended September 30, 2017 with no comparable sales for the three months ended September 30, 2016, a gain on sales of investment securities of $97,000 for the three months ended September 30, 2017 with no comparable sales for the three months ended September 30, 2016, a loss on a bulk sale of impaired loans held in the portfolio of $88,000 for the three months ended September 30, 2016 with no comparable sale for the three months ended September 30, 2017. The increase in total non-interest income was partly offset by a decrease in gains on sale s of loans of $178,000, or 24.8 percent, to $ 540,000, for the three months ended September 30, 2017 from $718,000 for the three months ended September 30, 2016, as well as a decrease in fees and service charges of $124,000, or 14.2 percent, to $749,000 for the three months ended September 30, 2017, from $873,000 for the three months ended September 30, 2016.

Total non-interest expense decreased by $1.0 million, or 8.5 percent, to $11.3 million for the three months ended September 30, 2017 from $12.3 million for the three months ended September 30, 2016. Salaries and employee benefits decreased by $822,000, or 12.2 percent, to $5.9 million for the three months ended September 30, 2017 from $6.7 million for the three months ended September 30, 2016, primarily related to a reduction in workforce over the last 12 months. Advertising expense decreased by $365,000, or 75.7 percent, to $117,000 for the three months ended September 30, 2017 from $482,000 for the three months ended September 30, 2016, aa result of advertising efforts with the opening of several de novo branches in 2016. Occupancy and equipment expense decreased by $154,000, or 7.0 percent, to $2.0 million for the three months ended September 30, 2017 from $ 2.2 million for the three months ended September 30, 2016, also related to costs associated with opening de novo branches in 2016. Regulatory assessment expense decreased by $111,000, or 25.9 percent, to $318,000 for the three months ended September 30, 2017 from $429,000 for the three months ended September 30, 2016, primarily related to lower FDIC rates. The decrease in total non-interest expense was partly offset by an increase in data processing expense of $345,000, or 96.4 percent, to $703,000 for the three months ended September 30, 2017 from $358,000 for the three months ended September 30, 2016, mainly attributable to credit adjustments related to the new core processing system implemented in the prior year period. Other non-interest expense consisted of occupancy and equipment, director fees, regulatory assessments, other real estate owned (net), and other fees/expenses.

The income tax provision increased by $1.0 million or 86.2 percent, to $2.2 million for the three months ended September 30, 2017 from $1.2 million for the three months ended September 30, 2016. The increase in income tax provision was a result of higher taxable income during the three-month period ended September 30, 2017 as compared with the three months ended September 30, 2016. The consolidated effective tax rate for the three months ended September 30, 2017 was 40.0 percent compared to 39.7 percent for the three months ended September 30, 2016.

Results of Operations comparison for the Nine Months Ended September 30, 2017 and 2016

Net income increased $3.1 million, or 56.3 percent, to $8.6 million for the nine months ended September 30, 2017 compared with $5.5 million for the nine months ended September 30, 2016. The increase in net income was primarily related to increases in total interest income, a decrease in total interest expense, an increase in total non-interest income, and a decrease in non-interest expense, partly offset by an increase in the provision for loan losses and a higher income tax provision for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016.

Net interest income increased by $4.6 million, or 11.3 percent, to $45.2 million for the nine months ended September 30, 2017 from $40.6 million for the nine months ended September 30, 2016. The increase in net interest income was primarily related to an increase in the average balance of total interest-earning assets of $80.0 million, or 4.8 percent, to $1.742 billion for the nine months ended September 30, 2017 as compared to $1.662 billion for the nine months ended September 30, 2016 as well as an increase in the average yield in total interest-earning assets of 9 basis points, or 2.0 percent, to 4.36 percent for the nine months ended September 30, 2017 from 4.27 percent for the nine months ended September 30, 2016.

Interest income on loans receivable increased by $2.0 million, or 3.9 percent, to $54.0 million for the nine months ended September 30, 2017 from $52.0 million for the nine months ended September 30, 2016. The increase was primarily attributable to an increase in the average balance of loans receivable of $126.5 million, or 8.8 percent, to $1.570 billion for the nine months ended September 30, 2017 from $1.443 billion for the nine months ended September 30, 2016, partly offset by a decrease in the average yield on loans receivable of 22 basis points, or 4.5 percent, to 4.58 percent for the nine months ended September 30, 2017 from 4.80 percent for the nine months ended September 30, 2016. The increase in the average balance of loans receivable was in accordance with the Company’s growth strategy, which included the hiring of additional loan production and business development personnel and the opening of seven additional branches in 2016. The decrease in average yield on loans reflected the competitive price environment prevalent in the Company’s primary market area on loan facilities, as well as the repricing downward of certain variable rate loans.

Interest income on equity and debt securities increased by $1.8 million to $2.1 million for the nine months ended September 30, 2017 from $291,000 for the nine months ended Sep tember 30, 2016. This increase was primarily related to an increase in the average balance of investment securities of $77.0 million, or 487.4 percent, to $92.8 million for the nine months ended September 30, 2017 from $15.8 million for the nine months ended September 30, 2016, and an increase in the average yield of 54 basis points, or 22.2 percent, to 3.0 percent, for the nine months ended September 30, 2017 from 2.46 percent for the nine months ended September 30, 2016. The increase in the average balance and average yield of equity and debt securities resulted from de ploying excess cash to improve returns on interest earning assets and liquidity.

Interest income on other interest-earning assets decreased by $131,000, or 13.0 percent, to $874,000 for the nine months ended September 30, 2017 from $1.0 million for the nine months ended September 30, 2016. The decrease was primarily related to a decrease in the average balance on other interest-earning assets of $123.4 million, or 60.9 percent, to $79.2 million for the nine months ended September 30, 2017 from $202.6 million for the nine months ended September 30, 2016, partly offset by an increase in the average yield of other interest-earning assets of 81 basis points, or 122.6 percent, to 1.47 percent for the nine months ended September 30, 2017 from 0.66 percent for the nine months ended September 30, 2016. The decrease in the average balance of other interest-earning assets related to a decrease in cash as funds were deployed for repayment of (“FHLB”) borrowings, purchases of investment securities, and to fund loan growth, while the increase in the average yield resulted primarily from increases in the Fed Funds rate.

Total interest expense decreased by $897,000, or 7.1 percent, to $11.7 million for the nine months ended September 30, 2017 from $12.6 million for the nine months ended September 30, 2016. Despite an increase in the average balance of interest-bearing liabilities of $59.5 million, or 4.2 percent, to $1.468 billion for the nine months ended September 30, 2017 from $1.409 billion for the nine months ended September 30, 2016, the average cost of funds decreased 13 basis points, or 10.9 percent, to 1.06 percent for the nine months ended September 30, 2017 from 1.19 percent for the nine months ended September 30, 2016. Interest expense decreased due to a decrease

in the average balance and average cost of borrowings. The average balance of total deposit liabilities increased by $100.9 million, or 8.4 percent, to $1.309 billion for the nine months ended September 30, 2017 from $1.208 billion for the nine months ended September 30, 2016, and the average cost of deposits increased two basis points to 0.90 percent for the nine months ended September 30, 2017 from 0.88 percent for the nine months ended September 30, 2016. The average balance of borrowings decreased by $41.4 million, or 20.6 percent, to $159.7 million for the nine months ended September 30, 2017 from $201.1 million for the nine months ended September 30, 2016, and the average cost of borrowings decreased 66 basis points, or 21.4 percent, to 2.42 percent for the nine months ended September 30, 2017 from 3.08 percent for the nine months ended September 30, 2016. The decrease in borrowings was primarily the result of scheduled repayments of high-cost Federal Home Loan Bank advances.

The net interest margin was 3.46 percent for the nine-month period ended September 30, 2017 and 3.26 percent for the nine-month period ended September 30, 2016. The improvement in the net interest margin was primarily the result of the repayment of higher cost FHLB borrowings in 2017, partly offset by competitive pressures in attracting new loans and deposits, as evidenced by a decline in the average yield on loans and a slight increase in the average cost of deposit liabilities.

The provision for loan losses increased by $1.9 million, to $1.8 million for the nine months ended September 30, 2017 from ($75,000) for the nine months ended September 30, 2016. The negative provision for loan losses in the prior period reflects the excess specific provisions previously accrued on certain loans that were settled in that period. The provision for loan losses is established based upon management’s review of the Company’s loans and consideration of a variety of factors, including but not limited to: (1) the risk characteristics of the loan portfolio; (2) current economic conditions; (3) actual losses previously experienced; (4) the dynamic activity and fluctuating balance of loans receivable; and (5) the existing level of reserves for loan losses that are probable and estimable. During the nine months ended September 30, 2017, the Company experienced $546,000 in net charge-offs compared to $377,000 in net recoveries for the nine months ended September 30, 2016. The Bank had non-performing loans totaling $17.0 million, or 1.03 percent, of gross loans at September 30, 2017 and $15.7 million, or 1.04 percent, of gross loans at December 31, 2016. The allowance for loan losses was $18.4 million, or 1.12 percent, of gross loans at September 30, 2017, $17.2 million, or 1.14 percent, of gross loans at December 31, 2016 and $17.6 million, or 1.21 percent, of gross loans at September 30, 2016. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates. Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance. While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in the aforementioned criteria. In addition various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may require the Company to recognize additional provisions based on their judgment of information available to them at the time of their examination. The increase in the allowance for loan loss reflected growth in the loan portfolio. Management believes that the allowance for loan losses was adequate at September 30, 2017 and December 31, 2016.

Total non-interest income increased by $1.3 million, or 27.2 percent, to $6.0 million for the nine months ended September 30, 2017 from $4.7 million for the nine months ended September 30, 2016. Total non-interest income increased primarily as a result of gains on sale s of other real estate owned properties of $1.6 million for the nine months ended September 30, 2017 with no comparable gain for the nine months ended September 30, 2016, a loss on a bulk sale of impaired loans held in the portfolio of $373,000 for the nine months ended September 30, 2016 with no comparable sale for the nine months ended September 30, 2017, an increase in other non-interest income of $235,000, or 326.4 percent, to $307,000 for the nine months ended September 30, 2017 from $72,000 for the nine months ended September 30, 2016, a gain on sale of investment securities of $97,000 for the nine months ended September 30, 2017 with no comparable sale for the nine months ended September 30, 2016, partly offset by a decrease in gains on sales of loans of $1.1 million, or 39.7 percent, to $1.6 million for the nine months ended September 30, 2017 from $2.7 million for the nine months ended September 30, 2016. The sales of loans and other real estate owned properties is generally based on market conditions. The increase in other non-interest income related to $237,000 of proceeds from a legal settlement in the second quarter of 2017.

Total non-interest expense decreased by $1.2 million, or 3.4 percent, to $35.0 million for the nine months ended September 30, 2017 from $36.2 million for the nine months ended September 30, 2016. Salaries and benefits decreased by $1.0 million, or 5.5 percent, to $17.9 million for the nine months ended September 30, 2017 from $18.9 million for the nine months ended September 30, 2016, primarily related to a reduction in workforce over the last 12 months. Advertising expense decreased by $860,000, or 69.6 percent, to $375,000 for the nine months ended September 30, 2017 from $1.2 million for the nine months ended September 30, 2016, as a result of advertising efforts with the opening of several de novo branches throughout 2016. Data processing expense decreased by $219,000, or 9.7 percent, to $2.0 million for the nine months ended September 30, 2017 from $2.2 million for the nine months ended September 30, 2016, primarily related to cost efficiencies achieved with the conversion to a new core system. Regulatory assessment expense decreased by $129,000, or 11.3 percent, to $1.0 million for the nine months ended September 30, 2017 from $1.1 million for the nine months ended September 30, 2016, primarily related to lower FDIC rates. Professional fee expense increased by $870,000, or 63.6 percent, to $2.2 million for the nine months ended September 30, 2017 from $1.3 million for the nine months ended September 30, 2016, primarily related to counsel fees and litigation expenses awarded to the plaintiff’s class counsel of $1.0 million in the matter of Kube v. Pamrapo Bancorp, Inc. et al. Other non-interest expense consisted of occupancy and equipment, director fees, regulatory assessments, other real estate owned (net), and other fees/expenses.

Income tax provision increased by $2.1 million, or 58.3 percent, to $5.8 million for the nine months ended September 30, 2017 from $3.7 million for the nine months ended September 30, 2016. The increase in income tax provision was a result of higher taxable income during the nine months ended September 30, 2017 as compared with the nine months ended September 30, 2016. The consolidated effective tax rate for the nine months ended September 30, 2017 was 40.0 percent compared to 39.7 percent for the nine months ended September 30, 2016.

Liquidity and Capital Resources

Liquidity

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

T he Company’s primary sources of funds to satisfy its objectives are net growth in deposits (primarily retail), principal and interest p ayments on loans and investment securities, proceeds from the sale of originated loans and FHLB and other borrowings. The scheduled amortization of loans is a predictable source of funds. Deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises, including unsecured overnight lines of credit and other collateralized borrowings from the FHLB and other correspondent banks.

At September 30 , 201 7 , the Company had no overnight borrowings outstanding with the FHLB , as compared to $20.0 million at December 31, 2016 . The Company utilizes overnight borrowings from time to time to fund short-term liquidity needs. The Company had total borrowings of $ 1 42 .1 million at September 30 , 201 7 and $ 179 . 1 million at December 31, 201 6 . The average rat e of FHLB borrowings was 1.71 percent at September 30 , 201 7 , as compared with 2 . 45 percent at December 31, 201 6 .

The Company had the ability at September 30 , 201 7 to obtain additional funding from the FHLB of up to $ 87 . 0 million, utilizing unencumbered loan collateral. The Company expects to have sufficient funds available to meet current loan commitments in the normal course of business through typical sources of liquidity. Time deposits scheduled to mature in one year or less totaled $ 3 90 . 9 million at September 30 , 201 7 . Based upon historical experience data, management estimates that a significant portion of such deposits will remain with the Company.

Capital Resources

At September 30 , 201 7 , and December 31, 201 6 , BCB Community Bank exceeded all of its regulatory capital requirements to which it was subject. The following table sets forth the regulatory capital ratios for BCB Community Bank as well as regulatory capital requirements for the periods presented.


		Actual				For Capital Adequacy Purposes				For Well Capitalized Under Prompt Corrective Action

As of September 30, 2017:
Bank
Total capital (to risk-weighted assets)	$	200,797	13.67	%	$	117,475	8.00	%	$	146,844	10.00	%
Tier 1 capital (to risk-weighted assets)		182,440	12.42			88,106	6.00			117,475	8.00
Common Equity Tier 1 Capital (to risk-weighted assets)		182,440	12.42			66,080	4.50			95,449	6.50
Tier 1 capital (to average assets)		182,440	9.97			73,163	4.00			91,454	5.00

As of December 31, 2016:
Bank
Common Equity Tier 1 Capital (to risk-weighted assets)	$	154,923	11.34	%	$	109,330	8.00	%	$	136,663	10.00	%
Tier 1 capital (to risk-weighted assets)		137,839	10.09			81,998	6.00			109,330	8.00
Common Equity Tier 1 Capital (to risk-weighted assets)		137,839	10.09			61,498	4.50			88,831	6.50
Tier 1 capital (to average assets)		137,839	8.10			68,074	4.00			85,092	5.00

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

The final rule became effective for the Bank and the Company on January 1, 2015. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and will increase each subsequent year by an additional 0.625% until reaching its final le vel of 2.5% on January 1, 2019. For 2017, it is 1.25% of risk-weighted assets. The Bank and the Company currently comply with the minimum capital and capital conservation buffer requirements set forth in the final rule.

At September 30, 201 7 a nd December 31, 201 6 , the capital ratios of the Bank and the Company exceeded the quantitative capital ratios required for an institution to be considered “well-capitalized.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Management of Market Risk

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

The following table presents the Company’s net portfolio value (“NPV”). These calculations were based upon assumptions believed to be fundamentally sound, although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of September 30 , 2017 . 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 2 00 to 300 basis points has been excluded since it would not be meaningful, in the interest rate environment as of September 30 , 201 7 . 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	$	185,845	$	(67,272)	(26.58)	%	10.68	%	(262)	bps
+200bp		207,280		(45,837)	(18.11)		11.57		(174)	bps
+100bp		230,529		(22,588)	(8.92)		12.49		(81)	bps
PAR		253,117		-	-		13.30		-	bps
-100bp		268,765		15,648	6.18		13.74		44	bps

bp – basis points

The table above indicates that a s of September 30, 2017 , in the event of a 100 basis point increase in interest rates, we would experience a 8 . 92 % 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.

I TEM 4.

Controls and Procedures

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

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

PART II. OTHER INFORM ATION

ITEM 1. LEGAL PROCEE DINGS

We are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of business. Other than as set forth below, as of September 30, 2017, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations.

The Company, as the successor to Pamrapo Bancorp, Inc., and in its own corporate capacity, was a named defendant in a shareholder class action lawsuit, Kube v. Pamrapo Bancorp, Inc., et al., filed in the Superior Court of New Jersey, Hudson County, Chancery Division, General Equity (the "Action”).

On September 21, 2015, the court entered an Order and Final Judgment (“Judgment”), whereby the Stipulation of Settlement ("Stipulation") agreed to by the plaintiff class, the Company and the remaining defendants was approved.

Pursuant to the Stipulation, the plaintiff class's counsel reserved the right to seek an award of counsel fees and litigation expenses (“Fees Motion”). The maximum amount which may be awarded as a result of the Fees Motion is $1,000,000.00. The plaintiff class’s counsel made a Fee Motion to the court seeking a final award of counsel fees and litigation expenses of approximately $1,000,000.00. The Company and the remaining defendants vigorously opposed that motion. By Order, dated July 5, 2017, the court awarded counsel fees and litigation expenses to the plaintiff’s class counsel in the amount of $1,000,000.00. The Company satisfied the Order by July 31, 2017.

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

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

On or about January 6, 2015, Progressive again made a motion to dismiss the Carrier Suit. The Plaintiffs opposed that motion. That motion was denied by oral decision on October 22, 2015, and by written Order, dated January 20, 2016.

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

The Plaintiffs and Progressive did not settle their respective claims at the Mediation. The Carrier Suit continues with respect to these parties. Initial discovery has been exchanged between the parties.

By Order of the court, dated August 10, 2016, the parties were granted permission to serve and file motions for summary judgment by November 9, 2016. Prior to consideration of these motions, a Settlement Conference was held before the court on November 16, 2016. The Plaintiffs and Progressive did not settle their respective claims at that Settlement Conference.

The Plaintiffs have filed a motion for partial summary judgment. Progressive has filed a motion for summary judgment. These motions were returnable before the court on December 5, 2016.

By Order, dated September 18, 2017, the court granted the Plaintiffs’ motion for partial summary judgment, and denied Progressive’ motion for summary judgment.

A Status Conference was held before the court on October 26, 2017. As a result thereof, a Settlement Conference has been scheduled for December 1, 2017, before the court.

Discovery has been stayed until the conclusion of the Settlement Conference.

The Plaintiffs are vigorously pursuing full recovery.

ITEM 1 .A . RISK FA CTORS

There have been no changes to the risk factors set forth under

Item 1.A Risk Factors as set fo rth in the Company’s Form 10-K for the year ended December 31, 201 6.

ITEM 2. UNREGISTER ED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The stock repurchase plans have terminated, as no shares remain under any of the former plans.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFTEY DISCLOSURES

Not applicable

I TEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit 11.0	Computation of Earnings Per Share .
Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2	Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32	Officers’ Certification filed pursuant to section 906 of the Sarbanes-Oxley Act of 2002 .
Exhibit 101.INS	XBRL Instance Document
Exhibit 101.SCH	XBRL Taxonomy Extension Schema
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation LinkBase
Exhibit 101.DEF	XBRL Taxonomy Extension Definition LinkBase
Exhibit 101.LAB	XBRL Taxonomy Extension Label LinkBase
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation LinkBase

Signatures

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



	BCB BANCORP, INC.

Date: November 8 th , 2017	By:	/s/ Thomas Coughlin
		Thomas Coughlin
		President and Chief Executive Officer (Principal Executive Officer)

Date: November 8 th , 2017	By:	/s/ Thomas P. Keating
		Thomas P. Keating Senior Vice President and Chief Financial Officer
		(Principal Accounting and Financial Officer)

TABLE OF CONTENTS

Part I Item I. Consolidated Financial Statements Note 1 Basis Of Presentation Note 2 Reclassification Note 3 Pension and Other Postretirement Plans Note 4 Net Income Per Common Share Note 5 Securities Available For Sale Note 6 - Loans Receivable and Allowance For Loan Losses Note 6 - Loans Receivable and Allowance For Loan Losses (continued)Note 6-loans Receivable and Allowance For Loan Losses (continued)Note 6 - Loans Receivable and Allowance For Loan Losses (continued Note 6 - Loans Receivable and Allow Note 7 Fair Values Of Financial Instruments Note 7 Fair Values Of Financial Instruments (continued)Note 8 Definitive Merger Agreement Note 9 Common Stock Offering Item 3. Quantitative Part II. Other Inform Item 1. Legal Procee Item 1 .a . Risk Fa Ctors Item 1. A Risk Factors As Set Fo Item 2. Unregister Item 3. Defaults Upon Item 4. Mine Saftey Disclosures Item 6. Exhibits

Exhibits

Exhibit 11.0 Computation of Earnings Per Share. Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 Officers Certification filed pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

BCBP 10-Q Quarter ended Sept. 30, 2017

Exhibits