-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R3xXTNltUr6qvia+qIIGXHbk9yKoBR4M8acEOOL9bBY8OSkaEwCHDwmdJG1rDiVq oQYCdS7co9ZrNsFAHWC8hA== 0000943374-03-000170.txt : 20030512 0000943374-03-000170.hdr.sgml : 20030512 20030512102747 ACCESSION NUMBER: 0000943374-03-000170 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCB BANCORP INC CENTRAL INDEX KEY: 0001228454 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50275 FILM NUMBER: 03691760 BUSINESS ADDRESS: STREET 1: 860 BROADWAY CITY: BAYONNE STATE: NJ ZIP: 07002 10-Q 1 form10q2003.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --- 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 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 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 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 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 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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----