8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 28, 2015

CLIFTON BANCORP INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-36390	46-4757900
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1433 Van Houten Avenue, Clifton, New Jersey 07015

(Address of principal executive offices) (Zip Code)

(973) 473-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                      Results of Operations and Financial Condition

On October 28, 2015, Clifton Bancorp Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended September 30, 2015.  A copy of the Company’s press release is attached as Exhibit 99.1 and is furnished herewith.

Item 8.01                      Other Events

On October 28, 2015, the Board of Directors of the Company approved an expansion of the Company’s stock repurchase program to acquire 2,569,000 shares of the Company’s outstanding common stock.  The expanded repurchase program authorizes the Company to repurchase approximately 10% of shares currently outstanding. Repurchases will be made through open market purchases or through privately negotiated transactions from time to time depending on market conditions and other factors.

 Item 9.01                      Financial Statements and Other Exhibits

      (d)                 Exhibits

Number                       Description

99.1                                Press Release dated October 28, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLIFTON BANCORP INC.
Date:  October 29, 2015	By:	/s/ Paul M. Aguggia
		Paul M. Aguggia
		Chairman, President and Chief Executive Officer

EX-99.1

Clifton Bancorp Inc. Announces

 Financial Results for the Second Quarter Ended September 30, 2015 and

Extension of Stock Repurchase Program

Clifton, New Jersey – October 28, 2015 -- Clifton Bancorp Inc. (Nasdaq: CSBK) (the “Company”), the holding company for Clifton Savings Bank, today announced results for the second quarter ended September 30, 2015.  Net income for the second quarter was $1.54 million ($0.06 per diluted share) as compared to net income of $1.48 million ($0.06 per diluted share) for the quarter ended September 30, 2014. Net income for the six months ended September 30, 2015 was $3.20 million ($0.13 per diluted share) as compared to $3.10 million ($0.12 per diluted share) for the same period in 2014.

The Company also announced today that it has expanded its stock repurchase program to acquire an additional 2,569,000 shares of the Company’s outstanding common stock. Through October 27, 2015, the Company has repurchased approximately 2,322,000 shares at a weighted average share price of $13.81 per share. The expanded repurchase program authorizes the Company to repurchase approximately 10% of shares currently outstanding. Repurchases will be made through open market purchases or through privately negotiated transactions from time to time depending on market conditions and other factors.

Notable Items

· Net loan portfolio growth of 5.6% since March 31, 2015, and 3.4% since June 30, 2015;

· Nonperforming loans to total gross loans decreased to 0.64% at September 30, 2015;

· The Compensation Committee of the Company’s Board of Directors approved restricted stock and stock option grants of approximately 512,000 and 1,109,000 shares, respectively, during the quarter ended September 30, 2015; and

· 791,900 shares of common stock were repurchased during the second quarter of 2015 at a weighted average share price of $13.87.

Paul M. Aguggia, Chairman, President, and Chief Executive Officer, stated,“We continue to build our core business to compete more effectively in our markets. We are pleased to report consistent quarterly income and stellar asset quality while we invest in the Company operationally and through repurchases of our shares.”

Balance Sheet and Credit Quality Review

Total assets decreased $33.0 million, or 2.8%, to $1.15 billion at September 30, 2015, from $1.19 billion at March 31, 2015. The decrease in total assets was primarily due to a decrease in cash, a significant amount of which was used to repurchase stock.

Net loans increased $36.2 million, or 5.7%, to $677.3 million at September 30, 2015 from $641.1 million at March 31, 2015 primarily due to growth in the residential real estate loan portfolio. Securities decreased $39.3 million, or 9.4%, to $379.6 million at September 30, 2015 from $418.9 million at March 31, 2015, mainly as a result of calls, maturities and repayments on securities. Cash and cash equivalents were mostly redeployed into loans. Securities totaling $1.9 million were sold during the six months ended September 30, 2015, resulting in a gain of $72,000. Cash and cash equivalents decreased $31.4 million, or 63.8%, to $17.9 million at September 30, 2015 from $49.3 million at March 31, 2015.

Deposits decreased $20.9 million, or 3.0%, to $678.6 million at September 30, 2015 from $699.5 million at March 31, 2015, mainly due to our continued management of the cost of funds by allowing controlled, higher priced time deposit runoff. Borrowed funds increased $16.5 million, or 15.4%, to $124.0 million at September 30, 2015 from $107.5 million at March 31, 2015, as borrowings were utilized to fund loan growth. The outstanding borrowings as of September 30, 2015 have an average rate of 2.03% and such borrowings have an average term of 18 months. All outstanding borrowings are with the Federal Home Loan Bank of New York.

Total stockholders’ equity decreased $29.7 million, or 8.1%, to $338.3 million at September 30, 2015 from $368.0 million at March 31, 2015, primarily as a result of $31.4 million in repurchases of common stock, and $4.5 million in cash dividends, partially offset by net income of $3.2 million.

Non-accrual loans decreased $1.3 million, or 23.3%, to $4.3 million at September 30, 2015 from $5.6 million at March 31, 2015.  Included in non-accrual loans at September 30, 2015 were seven loans totaling $1.2 million that were current or less than 90 days delinquent, but which were previously 90 days or more delinquent and on a non-accrual status pending a sustained period of repayment performance (generally six months).  The percentage of nonperforming loans to total gross loans decreased to 0.64% at September 30, 2015 from 0.88% at March 31, 2015.  The allowance for loan losses to nonperforming loans increased to 83.72% at September 30, 2015 from 61.53% at March 31, 2015.

Income Statement Review

Net interest income decreased by $42,000, or 0.6%, to $6.54 million for the three months ended September 30, 2015 as compared to $6.58 million for the three months ended September 30, 2014, despite an increase of $15.1 million in average net interest-earning assets, coupled with an increase of 9 basis points in net interest margin.

Net interest income increased $134,000, or 1.0%, to $13.12 million for the six months ended September 30, 2015 as compared to $12.98 million for the six months ended September 30, 2014, reflecting an increase of $48.7 million in average net interest-earning assets, coupled with an increase of 7 basis points in net interest margin.

The provision for loan losses decreased $201,000, or 66.8%, to $100,000 for the three months ended September 30, 2015, as compared to $301,000 for the three months ended September 30, 2014, and decreased $266,000, or 60.6%, to $173,000 for the six months ended September 30, 2015, as compared to $439,000 for the six months ended September 30, 2014. The decreases for the 2015 periods were mainly the result of overall favorable trends in qualitative factors related to delinquencies considered in the periodic review of the general valuation allowance, and the decrease in charge-offs.

Non-interest income decreased $22,000, or 4.6%, to $452,000 for the three months ended September 30, 2015 from $474,000 for the three months ended September 30, 2014, due to a decrease in fees and service charges on loans and deposits. Non-interest income increased $144,000, or 17.5%, to $966,000 for the six months ended September 30, 2015 from $822,000 for the six months ended September 30, 2014. The increase was mainly attributable to an increase in income from bank owned life insurance, net of a decrease in gains on sales of securities. Securities available for sale totaling $1.9 million were sold during the six months ended September 30, 2015, resulting in a gain of $72,000, while securities available for sale totaling $1.0 million were sold during the six months ended September 30, 2014, resulting in a gain of $102,000.

Non-interest expenses increased $48,000, or 1.1%, to $4.58 million for the three months ended September 30, 2015, as compared to $4.53 million for the three months ended September 30, 2014. Non-interest expenses increased $426,000, or 4.9%, to $9.10 million for the six months ended September 30, 2015, as compared to $8.67 million for the six months ended September 30, 2014. The increase for the six month period was driven by increases in salaries and employee benefits and professional services, partially offset by a decrease in directors’ compensation. The increase in salaries and employee benefits includes typical annual increases in compensation and benefits expenses and costs related to the hiring of additional personnel, as well as a related increase in employee stock ownership plan expense and expenses related to the granting of equity awards under the 2015 Equity Incentive Plan. Professional services included an increase in legal fees primarily related to the development and implementation of products and services and the Bank’s branding and marketing efforts as well as an increase in consulting expense. The decrease in directors’ compensation in the current year related to the prior year including a charge recorded as a result of a lump sum payment from the directors’ retirement plan.

About Clifton Bancorp Inc.

Clifton Bancorp Inc. is the holding company of Clifton Savings Bank, a federally chartered savings bank headquartered in Clifton, New Jersey. Clifton Savings Bank is an organization with dedicated people serving communities, residents and businesses. Clifton Savings operates 11 full-service banking offices located in the diverse and vibrant Northeastern counties of New Jersey.

Forward-Looking Statements

Clifton Bancorp makes forward-looking statements in this news release. These forward-looking statements may include: statements of goals, intentions, earnings expectations, and other expectations; estimates of risks and of future costs and benefits; assessments of probable loan and lease losses; assessments of market risk; and statements of the ability to achieve financial and other goals.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Clifton Bancorp does not assume any duty and does not undertake to update its forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Clifton Bancorp anticipated in its forward-looking statements and future results could differ materially from historical performance.

Clifton Bancorp’s forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of the  loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; the ability to retain key members of management; changes in legislation, regulations, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties. Clifton Bancorp provides greater detail regarding some of these factors in the “Risk Factors” section of its Annual Report on Form 10-K, which was filed on June 5, 2015. Clifton Bancorp’s forward-looking statements may also be subject to other risks and uncertainties, including those that it may discuss elsewhere in this news release or in its filings with the SEC, accessible on the SEC’s website at www.sec.gov.

Contact:                 Bart D’Ambra

(973) 473-2200

Selected Consolidated Financial Data

	At September 30,		At March 31,
	2015		2015
	(In thousands)
Financial Condition Data:
Total assets	$	1,153,895	$	1,186,924
Loans receivable, net		677,286		641,084
Cash and cash equivalents		17,869		49,308
Securities		379,582		418,875
Deposits		678,624		699,476
FHLB Advances		124,000		107,500
Total stockholders' equity		338,267		368,001

Selected Consolidated Operating Data

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands, except share and per share data)
Operating Data:
Interest income	$	8,739	$	8,899	$	17,451	$	17,611
Interest expense		2,199		2,317		4,334		4,628
Net interest income		6,540		6,582		13,117		12,983
Provision for loan losses		100		301		173		439
Net interest income after provision for
loan losses		6,440		6,281		12,944		12,544
Non-interest income		452		474		966		822
Non-interest expenses		4,580		4,532		9,095		8,669
Income before income taxes		2,312		2,223		4,815		4,697
Income taxes		772		744		1,617		1,596
Net income	$	1,540	$	1,479	$	3,198	$	3,101
Basic earnings per share	$	0.06	$	0.06	$	0.13	$	0.12
Diluted earnings per share	$	0.06	$	0.06	$	0.13	$	0.12
Average shares outstanding - basic		24,554		25,333		24,988		25,289
Average shares outstanding - diluted		24,608		25,521		25,052		25,467

Average Balance Table

	Three Months Ended September 30,
	2015								2014
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
	Balance			Dividends		Cost			Balance			Dividends		Cost
Assets:	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	666,434		$	6,090		3.66	%	$	613,604		$	5,799		3.78	%
Mortgage-backed securities		273,417			1,899		2.78	%		303,938			2,339		3.08	%
Investment securities		116,350			678		2.33	%		155,274			666		1.72	%
Other interest-earning assets		21,280			72		1.35	%		52,979			95		0.72	%
Total interest-earning assets		1,077,481			8,739		3.24	%		1,125,795			8,899		3.16	%
Non-interest-earning assets		77,426								101,666
Total assets	$	1,154,907							$	1,227,461
Liabilities and stockholders' equity:
Interest-bearing liabilities:
Demand accounts	$	52,423			15		0.11	%	$	55,643			19		0.14	%
Savings and Club accounts		142,039			58		0.16	%		139,394			61		0.18	%
Certificates of deposit		473,311			1,514		1.28	%		528,996			1,645		1.24	%
Total interest-bearing deposits		667,773			1,587		0.95	%		724,033			1,725		0.95	%
FHLB Advances		116,625			612		2.10	%		123,750			592		1.91	%
Total interest-bearing liabilities		784,398			2,199		1.12	%		847,783			2,317		1.09	%
Non-interest-bearing liabilities:
Non-interest-bearing deposits		13,898								11,180
Other non-interest-bearing liabilities		12,971								11,412
Total non-interest-bearing liabilities		26,869								22,592
Total liabilities		811,267								870,375
Stockholders' equity		343,640								357,086
Total liabilities and stockholders' equity	$	1,154,907							$	1,227,461
Net interest income				$	6,540							$	6,582
Interest rate spread							2.12	%							2.07	%
Net interest margin							2.43	%							2.34	%
Average interest-earning assets
to average interest-bearing liabilities		1.37	x							1.33	x

	Six Months Ended September 30,
	2015								2014
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
	Balance			Dividends		Cost			Balance			Dividends		Cost
Assets:	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	656,681		$	12,074		3.68	%	$	604,559		$	11,475		3.80	%
Mortgage-backed securities		276,092			3,841		2.78	%		304,918			4,704		3.09	%
Investment securities		122,985			1,387		2.26	%		146,552			1,256		1.71	%
Other interest-earning assets		28,795			149		1.03	%		50,454			176		0.70	%
Total interest-earning assets		1,084,553			17,451		3.22	%		1,106,483			17,611		3.18	%
Non-interest-earning assets		78,857								130,394
Total assets	$	1,163,410							$	1,236,877
Liabilities and stockholders' equity:
Interest-bearing liabilities:
Demand accounts	$	53,107			30		0.11	%	$	56,243			37		0.13	%
Savings and Club accounts		141,918			116		0.16	%		141,447			124		0.18	%
Certificates of deposit		478,253			3,014		1.26	%		531,409			3,281		1.23	%
Total interest-bearing deposits		673,278			3,160		0.94	%		729,099			3,442		0.94	%
FHLB Advances		112,714			1,174		2.08	%		127,500			1,186		1.86	%
Total interest-bearing liabilities		785,992			4,334		1.10	%		856,599			4,628		1.08	%
Non-interest-bearing liabilities:
Non-interest-bearing deposits		13,701								11,967
Other non-interest-bearing liabilities		12,184								12,513
Total non-interest-bearing liabilities		25,885								24,480
Total liabilities		811,877								881,079
Stockholders' equity		351,533								355,798
Total liabilities and stockholders' equity	$	1,163,410							$	1,236,877
Net interest income				$	13,117							$	12,983
Interest rate spread							2.12	%							2.10	%
Net interest margin							2.42	%							2.35	%
Average interest-earning assets
to average interest-bearing liabilities		1.38	x							1.29	x

Asset Quality Data

	Six
	Months			Year
	Ended			Ended
	September 30,			March 31,
	2015			2015
	(Dollars in thousands)
Allowance for loan losses:
Allowance at beginning of period	$	3,475		$	3,071
Provision for loan losses		173			717
Charge-offs		(26	)		(313	)
Recoveries		3			-
Net charge-offs		(23	)		(313	)
Allowance at end of period	$	3,625		$	3,475
Allowance for loan losses to total gross loans		0.53	%		0.54	%
Allowance for loan losses to nonperforming loans		83.72	%		61.53	%

	At September 30,			At March 31,
	2015			2015
	(Dollars in thousands)
Nonperforming Assets:
Nonaccrual loans:
One- to four-family real estate	$	3,452		$	4,555
Multi-family real estate		568			581
Commercial real estate		192			439
Construction real estate		49			-
Consumer real estate		69			73
Total nonaccrual loans		4,330			5,648
Real estate owned		-			-
Total nonperforming assets	$	4,330		$	5,648
Total nonperforming loans to total gross loans		0.64	%		0.88	%
Total nonperforming assets to total assets		0.38	%		0.48	%

Selected Consolidated Financial Ratios

	Three Months Ended						Six Months Ended
	September 30,						September 30,
Selected Performance Ratios (1):	2015			2014			2015			2014
Return on average assets		0.53	%		0.48	%		0.55	%		0.50	%
Return on average equity		1.79	%		1.66	%		1.82	%		1.74	%
Interest rate spread		2.12	%		2.07	%		2.12	%		2.10	%
Net interest margin		2.43	%		2.34	%		2.42	%		2.35	%
Non-interest expenses to average assets		1.59	%		1.48	%		1.56	%		1.40	%
Efficiency ratio (2)		65.50	%		64.23	%		64.58	%		62.80	%
Average interest-earning assets to average
interest-bearing liabilities		1.37	x		1.33	x		1.38	x		1.29	x
Average equity to average assets		29.75	%		29.09	%		30.22	%		28.77	%
Dividend payout ratio		95.06	%		102.64	%		139.15	%		146.53	%
Net charge-offs to average ourtstanding loans during the periods		0.00	%		0.03	%		0.00	%		0.04	%

(1)  Performance ratio are annualized.

(2)  Represents non-interest expense divided by the sum of net interest income and non-interest income including gains and losses on the sale of assets.

Quarterly Data

	Quarter Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2015			2015			2015			2014			2014
	(In thousands except shares and per share data)
Operating Data
Interest income	$	8,739		$	8,712		$	8,558		$	8,993		$	8,899
Interest expense		2,199			2,135			2,157			2,249			2,317
Net interest income		6,540			6,577			6,401			6,744			6,582
Provision for loan losses		100			73			100			178			301
Net interest income after provision for
loan losses		6,440			6,504			6,301			6,566			6,281
Non-interest income		452			514			3,094			397			474
Non-interest expenses		4,580			4,515			4,362			4,075			4,532
Income before income taxes		2,312			2,503			5,033			2,888			2,223
Income taxes		772			845			1,520			948			744
Net income	$	1,540		$	1,658		$	3,513		$	1,940		$	1,479
Share Data
Basic earnings per share	$	0.06		$	0.07		$	0.14		$	0.08		$	0.06
Diluted earnings per share	$	0.06		$	0.07		$	0.13		$	0.08		$	0.06
Dividends per share	$	0.06		$	0.12		$	0.06		$	0.06		$	0.06
Average shares outstanding - basic		24,554			25,421			25,979			25,594			25,333
Average shares outstanding - diluted		24,608			25,494			26,073			25,728			25,521
Shares outstanding at period end		25,745			25,960			27,326			27,145			26,676
Financial Condition Data
Total assets	$	1,153,895		$	1,152,707		$	1,186,924		$	1,198,171		$	1,211,527
Loans receivable, net		677,286			654,802			641,084			628,872			617,024
Cash and cash equivalents		17,869			23,498			49,308			45,668			74,979
Securities		379,582			395,386			418,875			446,511			454,595
Deposits		678,624			685,248			699,476			711,486			731,070
FHLB advances		124,000			107,500			107,500			112,500			112,500
Total stockholders' equity		338,267			347,764			368,001			363,765			357,693
Assets Quality:
Total nonperforming assets	$	4,330		$	5,340		$	5,648		$	3,994		$	4,509
Total nonperforming loans to total gross loans		0.64	%		0.81	%		0.88	%		0.63	%		0.73	%
Total nonperforming assets to total assets		0.38	%		0.46	%		0.48	%		0.33	%		0.37	%
Allowance for loan losses	$	3,625		$	3,525		$	3,475		$	3,375		$	3,250
Allowance for loan losses to total gross loans		0.53	%		0.54	%		0.54	%		0.54	%		0.53	%
Allowance for loan losses to nonperforming loans		83.72	%		66.01	%		61.53	%		84.50	%		72.08	%