SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ___________________
SEC Commission No. 0-50275
BCB Bancorp, Inc.
(Exact name of small business issuer as specified in its charter)
New Jersey 26-0065262
---------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
860 Broadway. Bayonne. New Jersey 07002
(Address of principal executive offices)
(201) 823-0700
Issuer's telephone number
-----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common stock:
As of May 7, 2003, BCB Bancorp, Inc., the successor to Bayonne Community
Bank had 2,088,198 shares of common stock with no par value issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes/ / No /x/
The information contained in this Form 10-QSB is for the registrant's
wholly-owned subsidiary.
BAYONNE COMMUNITY BANK
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of
March 31, 2003 and December 31, 2002...................................1
Statements of Income for the three months ended
March 31, 2003 and March 31, 2002......................................2
Statement of Changes in Shareholders' Equity for the three
months ended March 31, 2003 and March 31, 2002.........................3
Statements of Cash Flows for the three months ended
March 31, 2003 and March 31, 2002.....................................4
Notes to Unaudited Financial Statements ..................................5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations..........................6
Item 3. Controls and Procedures ..........................................9
PART II. OTHER INFORMATION .............................................10
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PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENT
BAYONNE COMMUNITY BANK
Statements of Financial Condition at
March 31, 2003 and December 31, 2002
(Unaudited)
(in thousands except for share data )
At At
31-Mar-03 31-Dec-02
---------- ----------
ASSETS
Cash and amounts due from depository institutions $ 650 $ 1,232
Interest-bearing deposits 14,993 3,912
-------- --------
Total cash and cash equivalents 15,643 5,144
-------- --------
Securities held to maturity 49,290 50,602
Loans receivable 137,130 122,085
Premises and equipment 2,925 2,627
Federal Home Loan Bank of New York stock 760 760
Interest receivable, net 1,062 1,130
Deferred income taxes 533 533
Other assets 270 227
------- -------
Total assets 207,613 183,108
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits 187,620 163,548
Other Liabilities 648 788
------- -------
Total Liabilities 188,268 164,336
------- -------
STOCKHOLDERS' EQUITY
Common Stock, $5 par value: 10,000,000 shares
authorized, 2,088,198 and 1,898,057 shares
outstanding 10,441 9,490
Additional paid-in capital 12,254 9,782
Accumulated deficit (3,350) (500)
------- -------
Total stockholders' equity 19,345 18,772
------- -------
Total liabilities and stockholders' equity $207,613 $183,108
-------- --------
See accompanying notes to financial statements.
1
<page>
BAYONNE COMMUNITY BANK
Statements of Income
For the three months ended
March 31, 2003 and March 31, 2002
(Unaudited)
( in thousands except for per share data)
Three Months Ended
----------------
March 31,
------- ------
2003 2002
------- ------
Interest income:
Loans $2,314 $1,039
Securities 727 675
Other interest-earning assets 29 97
------ -----
Total interest income 3,070 1,811
------ -----
Interest expense:
Deposits:
Demand 51 48
Savings and club 747 606
Certificates of deposit 138 72
----- -----
Total interest expense 936 726
----- -----
Net interest income 2,134 1,085
Provision for loan losses 225 138
----- -----
Net interest income after provision for loan losses 1,909 947
----- -----
Non-interest income:
Fees and service charges 83 51
Other 5 3
----- -----
Total non-interest income 88 54
----- -----
Non-interest expense:
Salaries and employee benefits 531 333
Occupancy expense of premises 85 59
Equipment 191 143
Advertising 30 18
Other 211 157
----- -----
Total non-interest expense 1,048 710
----- -----
Income before income tax provision 949 291
Income tax provision 376 107
----- -----
Net Income $ 573 $ 184
====== ======
Net Income per common share-basic and diluted $ 0.27 $ 0.13
====== ======
Weighted average number of common shares outstanding-
basic and diluted 2,088 1,408
diluted 2,143 1,408
===== =====
See accompanying noted to financial statements
2
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BAYONNE COMMUNITY BANK
Statement of Changes in Shareholders' Equity
For the three months ended March 31, 2003
(Unaudited)
( in thousands)
Additional Accumulated
Common Stock Paid-In Capital Deficit Total
------------ --------------- ------------ --------
Balance, December 31, 2002 $ 9,490 $ 9,782 $ (500) $18,772
Issuance of stock dividend 951 2,472 (3,423) -
Net income for the three months ended
March 31, 2003 - - 573 573
------- --------- -------- --------
Balance, March 31, 2003 $10,441 $ 12,254 $ (3,350) $19,345
------- --------- -------- --------
3
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BAYONNE COMMUNITY BANK
Statements of Cash Flows
For the three months ended
March 31, 2003 and March 31, 2002
(Unaudited)
( in thousands)
Three Months Ended
March 31,
------------------------------
2003 2002
-------------- ------------
Cash flows from operating activities:
Net Income $ 573 $ 184
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 26 24
Amortization and accretion, net (22) (2)
Provision for loan losses 225 138
Deferred income tax - 107
Decease (Increase) in interest receivable 68 (203)
Increase in other assets (43) (4)
Decrease in other liabilities (140) (27)
--------- ------
Net cash provided by operating activities 687 217
--------- ------
Cash flows from investing activities:
Purchases of securities held to maturity (15,000) (9,986)
Proceeds from call of security held to maturity 12,000 2,500
Proceeds from repayments on securities held to maturity 4,334 1,969
Purchase of loans -
Net (increase) in loans receivable (15,270) (21,645)
Additions to premises and equipment (324) (16)
-------- -------
Net cash (used in) investing activities (14,260) (27,178)
Cash flows from financing activities:
Net increase in deposits 24,072 21,204
-------- -------
Net cash provided by financing activities 24,072 21,204
-------- -------
Net increase (decrease) in cash and cash equivalents 10,499 (5,757)
Cash and cash equivalents-begininng 5,144 27,168
-------- -------
Cash and cash equivalents-ending $ 15,643 $ 21,411
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes $ 450 $ -
======== =======
Interest $ 934 $ 722
======== =======
See accompanying notes to financial statements.
4
Bayonne Community Bank
Notes to Unaudited Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and, therefore, do not necessarily include
all information that would be included in audited financial statements. The
information furnished reflects all adjustments that are, in the opinion of
management, necessary for a fair statement of the results of operations. All
such adjustments are of a normal recurring nature. The results of operations for
the three months ended March 31, 2003 are not necessarily indicative of the
results to be expected for the fiscal year ended December 31, 2003 or any other
future interim period.
These statements should be read in conjunction with the financial statements and
related notes for the year ended December 31, 2002, which are included in the
Bank's Annual Report on Form 10-KSB as filed with the Federal Deposit Insurance
Corporation.
NOTE 2 - EARNINGS PER SHARE
The Bank provides dual presentation of basic and diluted earnings per share.
Basic earnings per share utilizes reported net income as the numerator and the
actual average shares outstanding as the denominator. Diluted earnings per share
includes any dilutive effects of options, warrants and convertible securities.
There were no options, warrants or convertible securities outstanding during the
three months ended March 31, 2002, and accordingly, basic and diluted earnings
per share are equivalent during that period.
The Bank's Board of Directors authorized a 10% stock dividend to stockholders of
record on January 15, 2003. Such dividend was distributed on January 29, 2003.
Basic and diluted earnings per share and the weighted average number of common
shares outstanding shares for the three months ended March 31, 2002 have been
retroactively restated to give effect to the stock dividend.
NOTE 3 - SIGNIFICANT EVENTS
In June 2002, the Bank acquired a tract of real estate in the Bergen Point
section of the City of Bayonne, New Jersey for the purposes of constructing a
second facility to further service the banking needs of the community we serve.
It is anticipated that this facility should be operating by the third quarter of
2003. The Bank also recently agreed to lease a building in the center of the
business district of the City of Bayonne for the purposes of rehabilitating and
converting it to another banking facility. At present both applications for
these additional offices have received approval from the FDIC and the New Jersey
Department of Banking & Insurance.
The shareholders of the Bank, on April 24, 2003, approved the Bayonne Community
Bank 2003 Stock Option Plan. These shares are intended to vest over a five-year
period of time and are exercisable for ten-years following the date of grant.
On September 12, 2002, the Board of Directors of the Bank adopted a Plan of
Acquisition whereby the Bank would become a wholly owned subsidiary of the BCB
Bancorp, Inc. On April 24, 2003, the stockholders of the Bank approved the Plan
of Acquisition. Regulatory approval was received by the Federal Reserve Bank of
New York and New Jersey Department of Banking and Insurance - Division of
Banking. The reorganization pursuant to the Plan of Acquisition was completed on
May 1, 2003. Each share of the Bank's outstanding common stock was automatically
converted into one share of BCB Bancorp, Inc. common stock.
5
ITEM 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition
BCB Bancorp, Inc., completed its acquisition of Bayonne Community Bank on May 1,
2003 pursuant to a Plan of Acquisition. Prior to the completion of the
acquisition, BCB Bancorp, Inc. had no assets, liabilities or operations.
Consequently the information provided below is for Bayonne Community Bank on a
stand-alone basis.
Total assets increased by $24.5 million or 13.4% to $207.6 million at March 31,
2003 from $183.1 million at December 31, 2002 as the Bank continued to grow the
balance sheet primarily through the origination of loans.
Total cash and cash equivalents increased by $10.5 million or 204.1% as the Bank
warehoused liquidity in anticipation of loan closings as to which a loan
commitment had already been made by the Bank and the settlement of several
investment securities committed to during the first quarter. The growth in cash
and cash equivalents was primarily attributable to retail deposit growth and
repayments and prepayments in the loan and mortgage backed security portfolios.
Investment securities held-to-maturity decreased by $1.3 million or 2.6% to
$49.3 million at March 31, 2003 from $50.6 million at December 31, 2002. This
decrease was primarily attributable to calls exercised on $12.0 million of
callable agency securities and mortgage backed security repayments and
prepayments totaling $4.3 million, partially offset by the purchase of $15.0
million of callable agency securities during the three months ended March 31,
2003.
Loans receivable, increased by $15.0 million or 12.3% to $137.1 million at March
31, 2003 from $122.1 million at December 31, 2002. The increase resulted
primarily from a $8.0 million increase in commercial and business loans net of
amortization, a $6.6 million increase in home mortgages and construction loans,
net of amortization, a $459,000 increase in loan participations with other
financial institutions, net of amortization, partially offset by a $20,000
decrease in consumer loans, net of amortization.
Fixed assets increased by $298,000 or 11.3% to $2.9 million at March 31, 2003
from $2.6 million at December 31, 2002. The increase in fixed assets resulted
primarily from the acquisition of additional equipment necessary to outfit the
two new offices the Bank intends to open later this year.
Deposit liabilities increased by $24.1 million or 14.7% to $187.6 million at
March 31, 2003 from $163.5 million at December 31, 2002. The increase resulted
primarily from an increase during the three months ended March 31, 2003 of $13.9
million in savings and club accounts, an increase of $6.7 million in demand
deposits and an increase of $3.5 million in time deposit accounts. The Bank has
been able to achieve these growth rates through competitive pricing on select
deposit products.
Stockholders' equity increased by $573,000 or 3.1% to $19.3 million at March 31,
2003 from $18.8 million at December 31, 2002. The increase was wholly
attributable to net income for the three months ended March 31, 2003 of
$573,000. At March 31, 2003 the Bank's Tier 1, Tier 1 risk-based and Total
risk-based capital ratios were 10.01%, 13.00% and 13.97% respectively.
Results of Operations
Net income increased by $389,000 or 211.4% to $573,000 for the three months
ended March 31, 2003 from $184,000 for the three months ended March 31, 2002.
This improvement in operations is due to increases in net interest income and
non-interest income partially offset by increases in the provision for loan
losses, non-interest expense and income taxes. Net interest income increased by
$1.0 million or 90.9% to $2.1 million for the three months ended March 31, 2003
from $1.1 million for the three months ended March 31, 2002. This increase
resulted primarily from an increase in average net interest earning assets of
$13.5 million or 78.0% to $30.8 million for the three months ended March 31,
2003 from $17.3 million for the three months ended March 31, 2002, and an
increase in the net interest margin to 4.51% for the three months ended March
31, 2003 from 3.66% for the three months ended March 31, 2002.
6
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Interest income on loans receivable increased by $1.3 million or 122.7% to $2.3
million for the three months ended March 31, 2003 from $1.0 million for the
three months ended March 31, 2002. The increase was primarily due to an increase
in average loans receivable of $74.7 million or 136.8% to $129.3 million for the
three months ended March 31, 2003 from $54.6 million for the three months ended
March 31, 2002, partially offset by a decrease in the average yield on loans
receivable to 7.16% for the three months ended March 31, 2003 from 7.65% for the
three months ended March 31, 2002. The increase in average loans reflects
management's philosophy to deploy funds in higher yielding instruments,
specifically commercial real estate, in an effort to achieve higher returns. The
decrease in average yield reflects the lower interest rate environment in 2003
as compared to 2002.
Interest income on securities held-to-maturity increased by $52,000 or 7.7% to
$727,000 for the three months ended March 31, 2003 from $675,000 for the three
months ended March 31, 2002. The increase was primarily attributable to an
increase in the average balance of investment securities held-to-maturity of
$5.0 million or 11.3% to $49.3 million for the three months ended March 31, 2003
from $44.3 million for the three months ended March 31, 2002 partially offset by
a decrease in the average yield on investment securities held-to-maturity to
5.89% for the three months ended March 31, 2003 from 6.10% for the three months
ended March 31, 2002. The increase in average balances reflects management's
philosophy to deploy funds in higher yielding instruments in an effort to
achieve higher returns.
Interest income on other interest-earning assets decreased by $68,000 to $29,000
for the three months ended March 31, 2003 from $97,000 for the three months
ended March 31, 2002. This decrease was primarily due to a decrease in the
average balance of other interest-earning assets to $10.5 million for the three
months ended March 31, 2003 from $20.4 million for the three months ended March
31, 2002 and a decrease in the average yield on other interest-earning assets to
1.10% for the three months ended March 31, 2003 from1.90% for the three months
ended March 31, 2002. The decrease in the average balance reflects management's
decision to deploy funds in higher yielding loans and securities. The decrease
in average yield reflects the lower interest rate environment in 2003 as
compared to 2002.
Total interest expense increased by $210,000 or 28.9% to $936,000 for the three
months ended March 31, 2003 from $726,000 for the three months ended March 31,
2002. The increase resulted primarily from an increase in average interest
bearing liabilities of $56.3 million or 55.1% to $158.4 million for the three
months ended March 31, 2003 from $102.1 million for the three months ended March
31, 2002, partially offset by a decrease in the average cost of interest bearing
liabilities to 2.36% for the three months ended March 31, 2003 from 2.85% for
the three months ended March 31, 2002.
The provision for loan losses totaled $225,000 and $138,000 for the three-month
periods ended March 31, 2003 and 2002, respectively. The provision for loan
losses is established based upon management's review of the Bank's loans and
consideration of a variety of factors including, but not limited to, (1) the
risk characteristics of the loan portfolio, (2) current economic conditions, (3)
actual losses previously experienced and (4) the existing level of reserves for
loan losses that are probable and estimable. The Bank had non-performing loans
totaling $415,000 at March 31, 2003, $67,000 at December 31, 2002 and no
non-performing loans at March 31, 2002. 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 Bank to recognize additional provisions based on their judgment of
information available to them at the time of their examination. Management
believes that the allowance for loan losses was adequate at March 31, 2003,
December 31, 2002 and March 31, 2002.
7
<page>
Total non-interest income increased by $34,000 to $88,000 for the three months
ended March 31, 2003 from $54,000 for the three months ended March 31, 2002. The
increase in non-interest income resulted primarily from a $32,000 increase in
fees and service charges to $83,000 from $51,000 for the quarters ended March
31, 2003 and 2002, respectively and a $2,000 increase in other income for the
comparative three month time periods.
Total operating expenses increased by $338,000 or 47.6% to $1.05 million for the
three months ended March 31, 2003 from $710,000 for the three months ended March
31, 2002. The increase in the three month period in 2003 was primarily due to an
increase of $198,000 in salaries and employee benefits expense to $531,000 for
the three months ended March 31, 2003 from $333,000 for the three months ended
March 31, 2002 as the Bank increased staffing levels in an effort to service its
growing customer base and in preparation for the opening of one branch office.
Equipment expense increased $48,000 to $191,000 for the three months ended March
31, 2003 from $143,000 for the three months ended March 31, 2002. The primary
component of this expense is data service provider expense which increases with
the growth of the Bank's balance sheet. Occupancy expense increased by $26,000
to $85,000 for the three months ended March 31, 2003 from $59,000 for the three
months ended March 31, 2002 as the Bank is incurring higher costs for the two
facilities under construction for future expansion. Other non-interest expense
increased by $54,000 to $211,000 for the three months ended March 31, 2003 from
$157,000 for the three months ended March 31, 2002. Other non-interest expense
is comprised of stationary, forms and printing, professional fees, check
printing, correspondent bank fees, telephone and communication, shareholder
relations and other fees and expenses.
Income tax expense increased $269,000 to $376,000 for the three months ended
March 31, 2003 from $107,000 for the three months ended March 31, 2002
reflecting increased income earned during the current three months ended March
31, 2003.
8
<page>
ITEM 3.
Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Exchange Act) as of a date
(the "Evaluation Date") within 90 days prior to the filing date of this report.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in timely alerting them to the material information
relating to us (or our consolidated subsidiaries) required to be included in our
periodic SEC filings.
(b) Changes in internal controls
There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Securities sold within the past three years without registering the securities
under the Securities Act of 1933
During the last two years the Bank has completed three offerings of common
stock, par value $5.00 per share. The first offering of 760,837 shares of common
stock for a purchase price of $10.00 per share, or a total of $7.6 million, was
completed on December 31, 2000. The net proceeds were used to capitalize the
Bank, and support growth.
The second offering of 402,676 shares of common stock for a purchase price of
$11.00 per share, or a total of $4.4 million, was completed as follows: on June
29, 2001, the Bank completed the sale of 166,111 shares, on July 31, 2001, the
Bank completed the sale of 81,687 shares, and on September 30, 2001, the Bank
completed the sale of 154,878 shares. The net proceeds were used to capitalize
the Bank and support future growth.
The third offering of 618,182 shares of common stock for a purchase price of
$10.00 per share, or a total of $6.2 million was completed as follows: on May
28, 2002, the Bank completed the sale of 153,600 shares, on June 20, 2002, the
bank completed the sale of 163,890 shares and on July 8, 2002, the Bank
completed the sale of 300,692 shares. The net proceeds were used to capitalize
the Bank and support future growth.
The Bank did not use an underwriter in the sale of the shares of common stock
and all shares were sold for cash as indicated above.
The offerings were exempt from the Securities Act under Section 3(a)(2).
The Bank's Board of Directors authorized a 10% stock dividend to stockholders of
record on January 15, 2002. Such dividend was distributed on January 29, 2002.
The Bank's Board of Directors authorized another 10% stock dividend to
stockholders of record on January 15, 2003. Such dividend was distributed on
January 29, 2003.
Pursuant to resolutions of the Board of Directors of the Bank adopted on July
10, 2002 and approved by the shareholders of the Bank on April 25, 2002, the
Bayonne Community Bank 2002 Stock Option Plan was adopted. These shares,
according to the plan, will vest to the recipients over a five-year period of
time and are exercisable for up to a ten-year time frame. On July 10, 2002,
stock options for 127,194 shares of Bank common stock were granted at an
exercise price of $10.00 per share. The shareholders of the Bank, on April 24,
2003, approved the Bayonne Community Bank 2003 Stock Option Plan. The 2003 Stock
Option Plan provides that these shares, according to the plan, will vest to the
recipients over a five-year period of time and are exercisable for up to a
ten-year time frame. Upon completion of the acquisition of the Bank by BCB
Bancorp, Inc., the 2002 Stock Option Plan and 2003 Stock Option Plan became
plans of BCB Bancorp, Inc., for the acquisition of BCB Bancorp, Inc., common
stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Bank's Annual Meeting of Shareholders occurred on April 24, 2003. At this
meeting there were three items put to a vote of security holders; Election of
Directors for the Bank's Board of Directors, A Plan of Acquisition providing for
the establishment of BCB Bancorp, Inc. as a stock holding company parent of the
Bank and the Bayonne Community Bank 2003 Stock Option Plan. The number of shares
outstanding was 2,088,198, the number of shares entitled to vote was 2,088,198
and the number of shares present at the meeting or by proxy was 1,585,677.
1. The vote with respect to the election of directors was as follows:
NAME FOR WITHHELD
---- --- --------
Robert Ballance 1,575,820 9,857
Judith Q. Bielan 1,575,545 10,132
Joseph J. Brogan 1,576,123 9,554
Thomas M. Coughlin 1,576,123 9,554
Donald S. Cymbor 1,576,123 9,554
Robert G. Doria 1,576,123 9,554
Phyllis Wasserman Garelick 1,576,123 9,554
Mark D. Hogan 1,576,123 9,554
Joseph Lyga 1,576,123 9,554
Gary Maita 1,576,123 9,554
H. Mickey McCabe 1,576,123 9,554
Donald Mindiak 1,576,123 9,554
Alexander Pasiechnik 1,576,123 9,554
August Pellegrini, Jr. 1,576,123 9,554
Kenneth Poesl 1,576,123 9,554
Joseph Tagliareni 1,576,123 9,554
2. The vote with respect to the Plan of Acquisition providing for the
establishment of BCB Bancorp, Inc. as a stock holding company parent of the
Bank was:
FOR AGAINST ABSTAIN NON-VOTE
--- ------- ------- --------
1,472,957 22,112 3,473 87,135
3. The vote with respect to the Bayonne Community Bank 2003 Stock Option Plan
was:
FOR AGAINST ABSTAIN NON-VOTE
--- ------- ------- --------
1,456,098 30,237 12,207 87,135
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K.
Exhibit 99.1
Officers Certificate filed pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
11
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Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Donald Mindiak, President and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of March 31, 2003;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 7, 2003 /s/ Donald Mindiak
----------------------------------
Donald Mindiak
President and Chief Executive Officer
<page>
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Thomas Coughlin, Senior Vice President and Chief Financial Officer,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of March 31, 2003;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 7, 2003 /s/ Thomas Coughlin
--------------------------------
Thomas Coughlin
Senior Vice President
and Chief Financial Officer
<page>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
Bayonne Community Bank
Date: May 7, 2003 /s/ Donald Mindiak
By: ---------------------------------
Donald Mindiak
President & Chief Executive Officer
Date: May 7, 2003 /s/ Thomas Coughlin
By: -------------------------
Thomas Coughlin
Chief Financial Officer and
Chief Operating Officer
Exhibit 99.1
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Donald Mindiak, President and Chief Executive Officer, and Thomas Coughlin,
Senior Vice President and Chief Financial Officer of Bayonne Community Bank (the
"Company"), each certify in his/her capacity as an officer of the Company that
he/she has reviewed the Quarterly Report of the Company on Form 10-QSB for the
quarter ended March 31, 2003 and that to the best of his/her knowledge:
1. the report fully complies with the requirements of Sections 13(a) of the
Securities Exchange Act of 1934; and
2. the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
The purpose of this statement is solely to comply with Title 18, Chapter 63,
Section 1350 of the United States Code, as amended by Section 906 of the
Sarbanes-Oxley Act of 2002.
Date: May 7, 2003 /s/ Donald Mindiak
------------------------------------
Donald Mindiak
President and Chief Executive Officer
Date: May 7, 2003 /s/ Thomas Coughlin
------------------------------------
Thomas Coughlin
Senior Vice President
and Chief Financial Officer